1.1 These terms and conditions (the/these “Terms”) apply to all deliveries and work performed. In addition to these any manufacturer’s licence terms, which may form part of any delivery and which are referred to separately, also apply.
1.2 Contracts of sale are formed once a written order confirmation is issued by NAVY BLUE OÜ or by dispatching the goods.
1.3 NAVY BLUE OÜ offer and acceptance regarding goods sold by us and any product descriptions remain subject to confirmation provided no written assurance has been received. Having regard to the permanent technical development and improvement of products, NAVY BLUE OÜ reserves the right to make alterations to the goods regarding their construction or finish which may differ from what has been publicised in NAVY BLUE OÜ various publications, provided that the value of the goods has thereby not been reduced. This also applies to alterations made in order to preserve the deliverability of the goods offered.
1.4 The prices given by the Seller and the terms of the order placed by the Seller shall be exclusively based on the following conditions. Changes to these conditions require written consent of the Seller to be effective. The Seller reserves the right to accept or reject orders. Orders, which following of a price quote made by the Seller, are only binding for the Seller if he has given written confirmation for this.
1.5 The terms used below are defined as follows: "Seller" means NAVY BLUE OÜ; "Customer" means any natural or legal person who is the recipient of a pricing, order confirmation or other communication that is subject to the following conditions; "Delivery item" means products, articles or other items to which made by NAVY BLUE OÜ a pricing, order confirmation or other communication relates.
1.6 The information provided by the Customer in the context of the order is the basis for the creation of the invoice. Requests for changes to an invoice must be requested.
2. Prices and terms of payment
2.1 For deliveries the list prices at the time of the order or order confirmation apply.
The prices quoted are excluding the VAT, postage and packaging, software,
insurance, accessories, installation, training, and other services unless otherwise
agreed in writing.
2.2 The Customer is not entitled to make any deductions from the price. The Customer only has a right to retain payments as far as his counterclaim is based on the same contract of sale. Any other rights of set off are excluded, unless the Customer’s counterclaim has been judicially determined or has been accepted by us.
2.3 NAVY BLUE OÜ invoices are payable immediately and without deductions, unless specified otherwise on the invoice. Payments are effected if NAVY BLUE OÜ can dispose of the amount. In the event of a delay of payment NAVY BLUE OÜ shall be entitled to charge interest on account of delay at the annual rate of up to 10%. The assertion of further damage caused by delay is reserved. Bills of exchange and cheques are accepted only if this has been agreed in writing and they are only accepted for the purpose of discharging contractual obligations and are only considered valid payment once the amount has been credited to NAVY BLUE OÜ account.
3. Time of delivery
3.1 For delivery times to be binding they must be agreed in writing. Any agreed delivery period commences once the order confirmation is issued. The delivery period has been complied with provided the goods are dispatched prior to any deadline has passed.
3.2 Any agreed delivery period does not commence until the Customer has provided NAVY BLUE OÜ with all information and documentation required for the execution of the order.
3.3 All agreed delivery dates are subject to the goods being received by NAVY BLUE OÜ in time from its suppliers.
3.4 Delivery times are reasonably prolonged in case measures are taken due to work stoppages in particular strikes and lock-outs, as well as circumstances for which NAVY BLUE OÜ is not responsible, including official or statutory orders (e.g.: import- or export restrictions) or in case of delays in delivery through force majeure. NAVY BLUE OÜ is not liable in the circumstances described above, even where they arise while NAVY BLUE OÜ is in default. NAVY BLUE OÜ will inform the Customer as soon as reasonably possible of the beginning and ending of such circumstances.
3.5 If the Seller due to force majeure (para. 3.4) prevented from observing the delivery period, the Customer agrees to a reasonable extension. In addition, the Customer is only entitled to withdraw from the contract due to non-compliance with a delivery period if he has set a reasonable deadline in writing after expiry of the delivery period. Compensation claims are excluded in any case.
4. Delivery, Shipment and Passing of Risk
4.1 NAVY BLUE OÜ is entitled to make partial deliveries provided nothing else was explicitly agreed. Each partial delivery counts as a separate delivery for the purpose of payment obligations, passing of risk and statutory warranties. The customer is not entitled to reject independent partial deliveries.
4.2 Provided the Customer does not expressly stipulate otherwise NAVY BLUE OÜ is entitled to choose the mode of delivery, the route as well as the transport agent or company.
4.3 The risk of the goods passes to the Customer once the goods are handed to the transport agent. This is irrespective of who is responsible for the cost of such transportation unless Customer agreed to pay NAVY BLUE OÜ for insurance in amount of 0,2% from cost of goods. These provisions also apply of returned items after reclamations or paid services to the Customer. As far as the shipping through no fault of NAVY BLUE OÜ is delayed or becomes impossible, the risk of transport/ passing of the risk with notification of readiness for shipment to the Customer.
4.4 If a delivery is revised at the request of the Customer, NAVY BLUE OÜ is entitled to charge the resulting costs in the invoice or make a price adjustment.
5. Guarantee/Disclaimer
5.1. NAVY BLUE OÜ provides the stated warranty from the manufacturer from the moment of invoice issue by NAVY BLUE OÜ. This guarantee does not apply to second hand goods. Liability for normal wear and tear is excluded. The warranty does not extent to consumables such as toner, discs, blank CDs and other wearing parts. Negligible deviations in colour, measurements, and/or other quality and performance characteristics of the goods do not form the basis for any claims of the Customer, in particular not claims based on guarantee.
5.2 The guarantee contained in 5.1 does not apply to defects which were caused by faulty or improper use or the Customer not following instructions or were due to his incorrect or improper treatment of the goods. This applies particularly where the goods where connected to a wrong or a faulty power supply. The same applies to defects caused by fire, lightning, explosion or surges in the power grid, moisture of any sort, wrong or missing software, unless the Customer can prove that they were not the cause of the defect in question.
5.3 The guarantee lapses if the Customer or any third party attempts to repair the goods or in any other way tampers with them without NAVY BLUE OÜ prior written consent.
5.4 If the Seller accepts return of defective goods after expiry of the warranty period, the Customer may not claim a price reduction, rescind the agreement or demand supplementary performance. In such cases NAVY BLUE OÜ will forward the goods to its vendor in order to make a claim on the basis of any existing manufacturer’s warranty. The complete handling is carried out at the expense and risk of the Customer.
5.5 Evident defects must be notified to NAVY BLUE OÜ immediately in writing but in any event no later than three working days after the goods were received by the Customer, otherwise, all claims are excluded. When dealing with merchants Estonian Commercial Code apply additionally.
5.6 Returns are only possible using a RMA number. The RMA number is assigned by the service department of NAVY BLUE OÜ. The return is always attach a copy of the invoice and a detailed fault description. Exists for a product group, a service provided by the manufacturer, the submissions shall be addressed by the local stipulations directly to the manufacturer. NAVY BLUE OÜ reserves the right to return unauthorized, non-free, and shipment without proof of purchase or other missing documents to the expense of the Customer. The costs are calculated according to the service currently valid price list handling fee of NAVY BLUE OÜ.
5.7 As far as there is a defect which NAVY BLUE OÜ is responsible for, NAVY BLUE OÜ may choose to either repair the defect or make a new delivery. The Customer’s further rights, in particular rescission of the agreement, may only be effected after the Customer has set a reasonable deadline or after NAVY BLUE OÜ has failed at least twice in rectifying the defect. After the delivery date the Customer’s claims are limited to repair or the issuing of a current value credit note the choice of which shall be at NAVY BLUE OÜ discretion. The Customer agrees to secure any data at his own expense prior to returning the goods.
5.8 The making of a claim based on guarantee does not restart or interrupt the warranty period. The removed and replaced parts of the product become the property of NAVY BLUE OÜ.
5.9 Unless otherwise agreed all further claims, whichever legal grounds they may be based on, are hereby excluded. The Seller is therefore not liable for damages that have not been incurred directly in the delivery item. In particular, NAVY BLUE OÜ is not liable for loss of profit or other assets of the Customer. The foregoing exclusions of liability shall not be applicable where the defect was caused intentionally or grossly negligently or where the defect is based on the missing of assured characteristics, material breaches of the agreement, delay in performing any obligations under the agreement, impossibility, as well as claims further to statutes of the Estonia legislation. NAVY BLUE OÜ is not liable for the reconstitution of data, unless NAVY BLUE OÜ caused the loss thereof intentionally or grossly negligently and the Customer has ensured that the data was adequately secured so that any data can be reconstructed using reasonable efforts.
5.10 Claims for compensation including those for failed supplemental performance or delivery can only be made where NAVY BLUE OÜ acted intentionally or grossly negligently or where assured characteristics are missing. As far as NAVY BLUE OÜ liability has been successfully excluded this shall also apply to the personal liability of NAVY BLUE OÜ employees, assistants, agents and servants.
5.11 In addition to the above NAVY BLUE OÜ return and service conditions which are included in every delivery also apply.
6. Reservation of ownership
6.1 NAVY BLUE OÜ reserves onwership of the goods until full payment of all claims, including secondary claims (e.g.: costs incurred through the exchange of currency, financing, interest rates etc.). In cases where the Customer is in breach of contract, NAVY BLUE OÜ is entitled to demand the return of the goods sold. Neither the taking back of any goods by NAVY BLUE OÜ nor their being given as security (garnishment) shall be considered a rescission of the agreement by NAVY BLUE OÜ. NAVY BLUE OÜ is entitled after taking back goods to sell the goods for recovery operations. The proceeds shall be offset against the trade accounts payable of the Customer, less the incurred cost.
6.2 In cases of impoundment or other interventions by third parties the Customer must immediately inform NAVY BLUE OÜ.
6.3 The customer is also authorized to collect this claim after the assignment. The Seller's right to collect the claim itself remains unaffected, but only in so far as the buyer does not properly fulfill his payment obligations. If the Customer makes use of the right of consummation, NAVY BLUE OÜ is entitled to the collected proceeds in the amount of the delivery price agreed between NAVY BLUE OÜ and the customer for the reserved goods.
7. Commitment on Export Control and Trade Compliance
7.1 The Customer is aware that there may be restrictions on the export of the goods to be delivered, in particular an official authorization may be necessary. The Customer is responsible for any export documentation required. Any consents necessary for the export of the goods delivered shall be obtained from the Customer in his own name and at his own expense at the competent authorities. The refusal of an export license does not entitle the customer to withdraw from the contract.
7.2 The Customer is obligated and shall carefully check the latest Export Control Requirements (both US and EU, including EU Regulation no. 833/2014) and obtain necessary export licenses before export, re-export, transfer, or transit of products sold by NAVY BLUE OÜ.
7.3 The Customer shall not, either directly or indirectly, export, re-export, transfer, or transit any products sold by NAVY BLUE OÜ to any sanctioned countries or regions, such as Cuba, Iran, North Korea, Syria, Russian Federation and Crimea, the DNR and the LNR regions, and/or any other prohibited countries/regions/persons pursuant to the latest Export Control Requirements.
7.4 The Customer shall use and require own customers and end-users of products sold by NAVY BLUE OÜ to use products for civil purposes only and never directly or indirectly use products for the purposes or related to, military, rocket, or missile systems, unmanned aerial vehicles, nuclear, biological and chemical weapons, or terrorism activities.
7.5 The Customer shall diligently check against the end-users before each transaction and make sure no products sold by NAVY BLUE OÜ have been or will be provided to prohibited or sanctioned persons.
7.6 The Customer shall provide NAVY BLUE OÜ reasonable access to the documents and all other export, re-export or transfer records relevant to the items referenced in Export Control Requirements that NAVY BLUE OÜ may request in furtherance of compliance with applicable export control laws and regulations.
8. Exchange and Returns
8.1 Exchanges or returns will only be carried out in cases of demonstrably false deliveries. Returns which are accepted out of goodwill (as opposed to those where there is a legal claim underlying) must be confirmed in writing by NAVY BLUE OÜ and a handling charge of ten per cent of the good’s value will be applicable. This also applies to cases where NAVY BLUE OÜ orders the collection of goods for the purpose of ascertaining the validity of a customer claim for the return of goods. An exchange or return is excluded where the good’s original packaging has been opened or damaged.
8.2 Due to licensing requirements the exchange or return of software is as a basic principle not possible. Exchanges on the basis of statutory warranties can only be accepted provided the data carrier or other goods in question are defective or not readable. By opening the original packaging or wrapping the Customer acknowledges NAVY BLUE OÜ copyright as well as theterms of any guarantee. Original packaging is packaging from NAVY BLUE OÜ and its suppliers.
8.3 NAVY BLUE OÜ may at its absolute discretion rescind the agreement if the Customer does not pay in time, insolvency proceedings are commenced, or other indicators signal the Customer’s inability to pay its debts as they fall due.
8.4 Should NAVY BLUE OÜ rescind the agreement or if a delivery is not carried out for reasons the Customer responsible for, then the Customer agrees to pay NAVY BLUE OÜ by way of compensation ten per cent of the sales price. NAVY BLUE OÜ reserves the right do demand more compensation subject to the provision of adequate proof. The lump sum compensation is reduced subject to appropriate proof by the Customer.
9. Trade Terms
"Incoterms 2020". Trade Terms used are those published by the International
Chamber of Commerce.
10. Waiver
The waiver of NAVY BLUE OÜ on the assertion or enforcement any of these terms or rights shall not constitute a waiver of any future assertion and shall not invalidate the relevant provisions of the contract.
11. Prohibition of assignment
The Customer is not entitled to assign claims arising from contracts with NAVY BLUE OÜ in whole or in part to third parties.
12. Use of Customer Data
NAVY BLUE OÜ is entitled to store and hold all relevant customer details and data relating to the business relationship between NAVY BLUE OÜ and the Customer, subject to the provisions of the Estoinan Data Protection Act.
13. Place of performance, jurisdiction, partial invalidity, governing law
13.1 This agreement shall be governed by Estonian law. The place of fulfilment for all obligations created by this agreement shall be, Estonia.
13.2 In all dealings with merchants and with legal entities further to public law the agreed place of jurisdiction shall be Estonia. NAVY BLUE OÜ is also entitled to choose a different court where possible.
13.3 In case any of the provisions of this agreement or any of NAVY BLUE OÜ general terms and conditions should be or become invalid or unenforceable, this shall not affect the remainder of the agreement.
