TERMS OF SALE AND DELIVERY
Updated: March 1, 2023
SIA Vilomix Baltic
Reg No. 40003242366
Registered office: Bērziņi, Tumes pag., Tukuma nov. LV-3139, Latvia
1.1 These terms of sale and delivery shall apply to trade between Vilomix and the Purchaser, which concerns Products that are to be delivered in and outside of Republic of Latvia, unless agreed otherwise in writing, and the Services provided by Vilomix.
1.2 The Purchaser shall not be entitled to transfer its rights and/or obligations in relation to orders and/or trade agreements with Vilomix to third parties.
1.3 In these Terms, the following definitions are defined:
1.3.1 “Vilomix” – SIA Vilomix Baltic, registration number 40003242366, legal address: Bērziņi, Tumes pag., Tukuma nov. LV-3139, Latvia;
1.3.2 “the Purchaser” – a legal or natural person, institution or organization that purchases Products and/or Services from Vilomix;
1.3.3 “Products” – products sold and delivered by Vilomix to the Purchaser.
1.3.4 “Services” - services provided or to be provided by Vilomix to the Purchaser as agreed with the Purchaser.
2.1 All prices are exclusive of VAT and duties.
2.2 Payment for Products shall be made in accordance with Vilomix’s current price on the day of delivery, unless other terms have been agreed separately in writing between Vilomix and the Purchaser. Vilomix is not responsible for any misprints.
2.3 Vilomix shall be entitled to make proportional changes in the prices of Products agreed between the parties in case of changes in various duties and fees, including but not limited to import duties, fees on phosphorus, and fees on Product raw materials.
2.4 Vilomix shall be entitled to make proportional changes in the prices agreed between the parties if Vilomix is ordered to change the content of the Products or the production method due to amendments of the relevant legislation.
2.5 The prices for the Services shall be set out in the offer from Vilomix, which is sent or transmitted to the purchaser electronically or otherwise, for the particular Service and which is accepted by the Purchaser, or as otherwise agreed between the parties. Payment for the Services shall be in accordance with a confirmed agreement between the parties.
3 PLACING OF ORDERS FOR PRODUCTS, MANUFACTURING TIME FOR PRODUCTS
3.1 Orders for Products and/or Services shall be placed by e-mail at: email@example.com (products for productive animals) or firstname.lastname@example.org (products for pet animals) or by contacting the responsible Purchaser contact person of Vilomix or during business hours of Vilomix (Mondays – Thursdays from 8.00 until 16.00 and on Fridays from 8.00 until 15.30) by phone +371 63181127 or +371 29353520. The order will be confirmed by Vilomix with an order confirmation by e-mail or otherwise. Upon confirmation of the order by Vilomix, a binding contract shall be deemed to have been concluded between the Parties.
3.2 The Products ordered by the Purchaser shall be prepared for receipt at Vilomix production facility (Bērziņi, Tumes pagasts, Tukuma novads) within 5 working days after Vilomix has confirmed the order submitted by the Purchaser, except for certain Products which require a longer period for manufacture or receipt from another manufacturer, which shall be notified to the Purchaser in a timely manner, but not later than at the time the order is placed.
3.3 If the Purchaser wishes the Products to be manufactured in less than 5 working days after the order is confirmed, this shall be agreed in writing with Vilomix at the time the order is placed and, if Vilomix confirms a shorter period for the manufacture of the Products, the Purchaser shall pay an additional fee for the manufacture of the Products within the shorter period.
4.1 Delivery shall take place in accordance with the ex works (Incoterms 2020) at the production plant of Vilomix at Bērziņi, Tumes pagasts, Tukuma novads, if not agreed otherwise by Vilomix and the Purchaser. Products are handed over at the production plant of Vilomix on Monday-Thursday between 8.00 and 16.00 and on Friday between 8.00 and 15.30. Other delivery terms, including the delivery address and method, can be agreed at the time of placing the order.
4.2 Title to the delivered products shall remain with Vilomix until the entire purchase price as well as fees and duties, if any, have been paid.
4.3 The Purchaser shall be obliged to insure the delivered products against theft, fire, etc. until the purchase price as well as fees and duties, if any, have been paid in full and title has passed to the Purchaser.
4.4 The performance of Vilomix Services shall be in accordance with an agreement between the parties relating to the specific Service (contract, electronic correspondence or otherwise).
5.1 The Purchaser shall take delivery of the agreed quantity of Products at the agreed time of delivery in accordance with the order placed and/or the trade agreement between the Purchaser and Vilomix.
5.2 Changes in the Purchaser’s production shall not release the Purchaser from its obligations under clause 5.1.
5.3 The Purchaser’s non-compliance with clause 5.1 shall be considered a material breach and Vilomix shall consequently be entitled to cancel the order and/or terminate the trade agreement. Vilomix shall also be entitled to (i) demand dif-ferential payment for the quantity of Products which the Purchaser did not collect in time at the place of delivery in accordance with the agreement, (ii) consider the residual quantity of Products as cancelled, or (iii) extend the contract period with the Purchaser.
6.1 The Products are delivered with the nutritional content that was agreed at the beginning of the contract period. Further information about the nutritional content of Products can be provided by Vilomix.
6.2 Vilomix shall be entitled to make proportional changes in the agreed nutritional content of Products in case amendments in relevant legislation necessitate such changes.
6.3. The Purchaser undertakes to use verified measuring devices when weighing out the delivered Products in smaller packs. If unverified measuring devices are used, the Purchaser may not submit any claims to Vilomix claims and Vilomix is not responsible for the weight difference.
7.1 If Vilomix’s delivery of Products is delayed, Vilomix shall inform the Purchaser and the Purchaser shall in writing inform Vilomix with a reasonable final deadline for delivery. If Vilomix delivers the Product within this deadline provided by the Purchaser, the Purchaser shall not be entitled to cancel the delayed order and/or demand compensation from Vilomix.
7.2 If Vilomix does not deliver the Product within the reasonable final deadline fixed by the Purchaser pursuant to clause 7.1, and if the delay may be considered material to the Purchaser, the Purchaser shall be entitled to cancel the delayed order. However, this may only be done before Vilomix has affected delivery. A delayed order does not entitle the Purchaser to cancel/withdraw future orders and/or trade agreements.
7.3 In any circumstances, Vilomix’s liability for delays shall be subject to clauses 11.1-11.5 below and shall thus also be limited accordingly.
8 THE PURCHASER’S DUTY OF INSPECTION
8.1 Immediately after delivery of the Products, the Purchaser shall perform an adequate inspection of the delivered Products, the quantity and quality of the products, their compliance (name, quantity, best before date of product, etc.) and the content of the accompanying delivery document (bill of lading or packing list) and the labels on the Products. The Purchaser confirms the conformity of Products and their quantities to information provided in the bill of lading or packing list by signing the relevant document.
8.2 In case of defects or discrepancies, the Purchaser shall immediately after the Purchaser noticed or should have noticed the defects in the Products, and in any case no later than 5 business days from receipt of the Products, inform Vilomix contact person hereof in writing or call Vilomix office during the office business hours by phone +371 63181127 or +371 29353520. If the Purchaser does not inform Vilomix of any defects within the time stated, the Purchaser forfeits its right to make claims towards Vilomix with respect to the order in question.
9.1 In case of defects, Vilomix shall only be liable for defects in the products if the Purchaser can substantiate that the defects are caused by mistakes or neglect on the part of Vilomix.
9.2 If Vilomix is liable for defects pursuant to these terms of sale and delivery, Vilomix shall be entitled – at its own discretion – to (i) make a subsequent delivery, (ii) make a replacement delivery of Product and/or (iii) grant the Purchaser a proportionate reduction of the purchase price for the order in question. Vilomix shall inform the Purchaser of the chosen remedy within a reasonable time after receipt by Vilomix of the Purchaser’s written notice of the defects pursuant to clause 8.2. Vilomix shall carry out the chosen remedy within a reasonable time.
9.3 If Vilomix does not remedy the defect, the Purchaser shall be entitled to cancel the order in question. A defective Product order shall under no circumstances entitle the Purchaser to cancel/withdraw previous or future orders and/or trade agreements.
9.4 Vilomix’s liability for Product defects shall in all cases be subject to clause 11.1-11.5 below and shall thus also be limited accordingly.
10 LIABILITY FOR DAMAGES CAUSED BY PRODUCTS AND/OR SERVICES
10.1 Vilomix’s liability for personal injury and damage to goods and real property not intended for commercial use which is caused by defective Products, shall be governed by the legal enactments of Latvian Republic in force at any time.
10.2 In all cases of damage to commercial property (for example to livestock), Vilomix shall only be liable if the Purchaser can prove that the that the damage caused by the Product and/or Services was caused by the fault of Vilomix.
10.3 Vilomix assumes no liability for damages, if the Purchaser has failed to comply with the instructions for carriage, storage or use of the Products or has by its conduct contributed to or aggravated conditions that reduce the effectiveness of the Services provided.
10.4 Vilomix’s liability for damage to commercial property shall in all cases be subject to clauses 11.1-11.5 below and thus also be limited to the amount of direct proven losses not exceeding EUR 100 000, unless a lower limit of liability is specified herein.
11.1 In all circumstances, Vilomix’s maximum liability for the Purchaser’s and/or a third party’s loss shall be limited to amount of direct proven losses up to a maximum amount of EUR 100 000, unless a lower limit of liability is specified herein.
11.2 Vilomix shall not be liable for any loss of profit or indirect loss, including but not limited to loss of business, loss of time and income, suffered by the Customer and/or any third party. Vilomix assumes no responsibility for any increase in turnover, productivity, etc. resulting from the provision of the Services. Vilomix's liability in respect of the provision of the Services shall be limited to the amount of the invoice paid by the Customer.
11.3 However, if the Purchaser cancels an order, Vilomix’s maximum liability to pay compensation shall never exceed the value of the order in question.
11.4 The Purchaser shall indemnify Vilomix to the extent that Vilomix is held liable towards a third party for a loss that Vilomix is not liable for or that Vilomix has dis-claimed pursuant to these terms of sale and delivery.
11.5 If a third party makes a claim for compensation against one of the parties, such party shall immediately inform the other party. However, the relationship be-tween Vilomix and the Purchaser shall only be governed by these terms.
12 FORCE MAJEURE AND HARDSHIP
12.1 The following circumstances shall entail exemption from liability if they prevent performance of an order and/or a trade agreement or make such performance unreasonably onerous: Industrial disputes, strikes, lockouts, non-delivery and any other circumstance that the parties cannot control, such as fire, war, mobilization, acts of sabotage, requisitioning, confiscation, revolt, unrest, epidemics, pandemics, and similar force majeure and hardship situations.
12.2 The party that claims any of the above circumstances shall without undue delay inform the other party in writing of the occurrence and end of such events.
12.3 Both parties shall be entitled to cancel orders placed and/or terminate a trade agreement between the Purchaser and Vilomix by written notice to the other party when performance thereof within a reasonable time becomes impossible due to any of the circumstances mentioned in clause 12.1.
13.1 The Purchaser’s terms of payment appear from the trade agreement, bill of lading or the invoice.
13.2 In the event of late payment, Vilomix shall be entitled to calculate and the Purchaser shall be obliged to pay default interest of 0.05% of the amount of the delayed payment for each day of delay. The Buyer shall bear all costs of collecting late payments.
13.3 The Purchaser shall never be entitled to set off any claims against Vilomix or to withhold part of the purchase price, unless Vilomix has accepted this in writing in each case.
14 SETTLEMENT OF DISPUTES
14.1 Disputes in relation to Vilomix’s sale and delivery of Products and provision of Services to the Purchaser and these terms of sale and delivery shall be settled in accordance with the applicable rules of regulations of the Republic of Latvia before the Zemgale District Court in Tukums (Zemgales rajona tiesa Tukumā).
STANDARD TERMS AND CONDITIONS FOR PROCESSING PERSONAL DATA
GENERAL COMPLIANCE WITH THE GENERAL DATA PROTECTION REGULATION (GDPR).
Data exchanged under this agreement will be processed according to the rules of the GDPR, under which both parties undertake to generally comply with the law governing this area.
Data Controller is SIA Vilomix Baltic,
address: “Bērziņi” Tumes pagasts, Tukuma municipality, LV-3139 Latvia;
Web site: https://vilomix.lv/
Registration number: 40003242366
Person responsible for data protection: Ilze Jēkabsone
Phone: +371 29130758, E-mail: Ilze.email@example.com
COLLECTION, STORAGE AND PROCESSING OF PERSONAL DATA
Processing the Data Subject’s personal data for the performance of this contract is pursuant to Article 6 (1) B of the GDPR. Data are collected primarily to fulfil the contents of this agreement, to ensure the quality of the Data Controller’s products and services, and for marketing purposes. No other data than is necessary for the specific purpose of the agreement are collected.
Legislation can also determine which types of data are necessary to collect and store as part of the Data Controller’s business.
Processing can also be necessary to fulfil another legal obligation.
THE DATA SUBJECT’S RIGHTS
The Data Subject has the right to be informed at any time what data is processed, where they come from and what they are used for.
The Data Subject can be informed how long the Data Controller retains personal data, and who receives them if they are disclosed in Latvia and abroad. However, such access can be restricted with regard to protection of the privacy of other people, business secrets and intellectual property rights. The Data Subject has the right to object to processing of his/her personal data. The Data Subject can also object to disclosure of data by the Data Controller for marketing purposes.
If an objection is justified, the Data Controller shall ensure that the relevant personal data is no longer processed. The Data Subject has the right to have data erased that are no longer necessary for fulfilment of the agreement’s obligations. The Data Subject also has the right to have incorrect personal data erased and/or corrected.
Personal data are regularly erased when they no longer serve their original purpose for processing, or lose their relevance in general. Data are always erased 5 years after end customer relationship unless legislation gives clear reasons for retaining them longer.
When the Data Subject requests the correction or erasure of his or her personal data, the Data Controller shall check that the conditions are fulfilled and if so, execute the corrections or erasure as quickly as possible.
DISCLOSURE OF PERSONAL DATA
Personal data will not be disclosed unless the Data Controller is required to do so by law, or explicit written consent is obtained.
Disclosure to other companies in the group can be permitted without obtaining consent, with the primary purpose of being able to fulfil the agreements we make with you and to optimize our service.
If the Data Subject provides an electronic address (email) for contractual purposes, the Data Controller will be able to use it for marketing material. It will always be possible to unsubscribe from receiving such material by following the instructions included.
The Data Controller will protect the Data Subject’s data, and has internal rules on data security. Organizational and technical security measures have been implemented, along with instructions intended to protect personal data from being destroyed, lost, amended, against unauthorized publication and to prevent unauthorized access to or awareness of them.
RIGHT TO COMPLAIN
The Data Subject has the right to submit a complaint directly to the Data Controller via its principal mail address, as stated on the company’s website or e – mail address of the person responsible for data protection: Ilze.firstname.lastname@example.org. Complaints can also be submitted to the national supervisory authority concerning processing of personal data by the Data Controller, in Latvia Data State inspection, e – mail address: email@example.com.
SIA Vilomix Baltic
Bērziņi, Tumes pag.,
Tukuma nov. LV-3139, Latvia
Phone: (+371) 63181127; (+371) 29353520
This is a translation of the Terms of Sale and Delivery from Latvian. In case of disagreement, the Latvian text shall prevail (available here: www.vilomix.lv)