NBQUALITY…

TERMS AND CONDITIONS OF THE CUSTOMER AGREEMENT

1. GENERAL PROVISIONS

1.1. The Parties shall co-operate in accordance with this Customer Agreement and the legislation of the Republic of Estonia.

1.2. This customer agreement sets out all the details of the parties, which ensure unhindered communication during the cooperation. If the address or bank details specified in this Customer Agreement change, the Parties are obliged to inform each other in writing within 5 working days.

1.3. Entry into force of this Client Agreement shall be based on the registration thereof by NB Quality Group OÜ, which shall take place not later than within 3 working days of its receipt by NB Quality Group OÜ.

1.4. This Client Agreement may be disregarded by reasoned decision of NB Quality Group OÜ, which shall be immediately notified to the Client.

1.5. For the purposes of this Customer Agreement:

1.5.1. NB Quality Group OÜ – Seller of goods s.t. the person from whom the ownership of the Goods is transferred to the Customer under the terms and conditions stipulated in the Customer’s agreement;

1.5.2. Client – a legal or natural person who acquires the Goods from OÜ NB Quality Group and is obliged to pay for the Goods to OÜ NB Quality Group or a person authorized by the latter;

1.5.3. Carrier – the logistics partner of the Seller, a legal entity that physically transfers or delivers the Goods to the Customer.

2. OBJECT OF THE AGREEMENT

2.1. NB Quality Group OÜ sells and the Customer buys the Goods in accordance with the terms and conditions set out in this Customer Agreement and on the basis of the price list established by NB Quality Group OÜ.

2.2. Ownership of the goods is transferred to the Customer from the moment of full payment for the goods.

2.3. The risk of accidental loss and impairment of the Goods shall pass to the Customer at the moment of delivery of the Goods.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1. Rights and obligations of NB Quality Group OÜ:

3.1.1. NB Quality Group OÜ undertakes to sell the goods to the Client under the conditions and in the volume specified in the order;

3.1.2. NB Quality Group OÜ shall send the invoice to the Client by e-mail or deliver it together with the delivery of the goods.

3.1.3. NB Quality Group OÜ undertakes to ensure that the goods sold comply with the requirements of the Republic of Estonia and the quality standards of the manufacturer.

3.1.4. OÜ NB Quality Group has the right to establish and change the credit limit, to the extent of which goods are issued to the Customer with payment term.

3.1.5. If the value of the purchased goods exceeds the credit limit, NB Quality Group OÜ has the right to refuse to issue the goods until the Customer has paid the amount of the goods exceeding the credit limit.

3.1.6. OÜ NB Quality Group shall have the right, in case of delay in payment of the purchase price, to demand from the Customer, in addition to the price of the goods, the payment of default interest to the extent stipulated in the Liability Provisions of this Client Agreement.

3.1.7. OÜ NB Quality Group has the right to refuse to issue the goods to the Customer if the Customer has overdue invoices for payment;

3.1.8. In case the Customer has overdue interest to NB Quality Group OÜ, OÜ NB Quality Group shall be entitled to deduct default interest first and foremost, notwithstanding the payment statement specified by the Customer in the payment order.

3.1.9. OÜ NB Quality Group has the right to assign the right to claim on the invoices submitted to the Client to third parties for the purpose of factoring financing, informing the Client thereof immediately in writing. In the case of the use of factoring by NB Quality Group OÜ, NB Quality Group OÜ shall mark each invoice transferred to such factoring provider accordingly. In case of using factoring financing, NB Quality Group OÜ shall also submit to the factoring provider any possible credit notes regarding the Goods delivered to the Client and shall arrange the settlement with the Client only through the factoring provider.

3.1.10. In the event that the Customer has delayed payment by more than 7 days, OÜ NB Quality Group shall have the right to assign the right to claim against the Customer to third parties under this Customer Agreement or to withdraw from the Customer the amount outstanding.

3.2. Customer’s rights and obligations:

3.2.1. The Client is obliged to coordinate the assortment, quantity and prices of each order in advance with OÜ NB Quality Group or a person authorized by NB Quality Group OÜ. When making a payment, the Customer is obliged to state on the payment order the invoice number (s) or reference number (s) and the amount (s) for which the payment was made. In case of defective payment order, NB Quality Group OÜ reserves the right to consider it as non-executed;

3.2.2. The Customer shall pay for the goods delivered to him at the latest within the period specified in Box I of this Customer Agreement, taking into account the date indicated on the invoice;

3.2.3. The Client is obliged to pay a fine of 0.2% of the overdue amount for each day of delay at the request of NB Quality Group OÜ. Interest for late payment must be paid at the latest by the deadline indicated on the overdue invoice.

3.2.4. The Client is obliged to inform OÜ NB Quality Group within three days if the liquidation or bankruptcy proceedings are initiated.

3.2.5. The Client is obliged to p.3.2.4. when initiating a fixed procedure, immediately return any goods not paid for by the Customer.

3.2.6. The Client undertakes to inform OÜ NB Quality Group about the change of the delivery address at least two working days in advance as stated in this Client Agreement.

4. SUPPLY OF GOODS

4.1. Goods purchased from NB Quality Group OÜ shall be delivered from the Seller’s warehouse by the Carrier or the Client according to the prior agreement

4.2. Delivery of the Goods by the Carrier to the Client’s warehouse shall take place only at the address specified in this Client Agreement. The Goods shall be delivered to the Customer or a person authorized by the Customer (eg the carrier). For orders less than 50 € (excl. VAT) a transport charge of 3 € will be applied.

5. TRANSFER-ACCEPTANCE

5.1. Quantitative and qualitative acceptance of the Goods shall take place in the warehouse of the Seller or the Client within the time period specified by the Parties on the basis of the documents accompanying the goods. At the request of the Carrier, the consignee of the Goods (Client’s Agent) shall present a power of attorney certifying the acceptance of the Goods or any other relevant document.

5.2. Claims regarding the quantity and quality of the goods shall be submitted by the Customer to the carrier’s customer service representatives or the sales representative of NB Quality Group OÜ within three working days after receipt of the goods. Subsequent claims are not subject to registration or settlement.

5.3. In case of non-conformity of the goods with the requirements established, the “Return of Goods” shall be prepared. Returned goods will be delivered to Seller’s warehouse. This will serve as the basis for drawing up the “Return Receipts Act” and for making a credit note.

5.4. In case of non-acceptance of the goods corresponding to the order, the Client undertakes to compensate NB Quality Group OÜ for the damage caused thereby.

6. FORCE MAJEURE

6.1. Failure to perform this Customer Agreement for reasons of Force Majeure shall be deemed an excuse provided that the parties make all reasonable efforts to avoid such situation and provided that all efforts are made to comply with this Customer Agreement.

7. LIABILITY OF THE PARTIES.

7.1. In the event of non-performance or improper performance of obligations under this Customer Agreement, the parties shall be liable in accordance with the law.

7.2. In case of unpaid payment of the price of the goods, OÜ NB Quality Group has the right to demand from the Customer a fine for delay, which is 0.2% of the price of the unpaid goods for each day of delay in payment.

7.3. In case the Customer fails to pay the price of the Goods within 30 days p.3.2.2. taking into account the fixed term, OÜ NB Quality Group has the right to unilaterally terminate this client contract and demand the immediate return of the Goods or the immediate payment of the amount corresponding to its value.

7.4. The chief processor and authorized processor of Client’s personal data arising from the Client Agreement is NB Quality Group OÜ. Customer data is collected on a minimum basis and processed for its purpose.

8. SETTLEMENT OF DISPUTES

8.1. Disputes concerning this Customer Agreement shall be settled by negotiation between the Parties. Failing an agreement, the disputes will be settled in Estonia at Harju County Court.

9. VALIDITY OF THE AGREEMENT

9.1. This Customer Agreement shall enter into force under the conditions set forth in clause 1 and shall be valid for 2 years from the moment of its signing. Unless either party notifies the other party in writing at least one (1) month prior to the termination of the client agreement of its intention to terminate the client agreement, it shall automatically be renewed under the same conditions for a further period of one (1) year.

9.2. This client agreement may be terminated at any time by written agreement of the parties.

9.3. Any request by one party to modify the terms of this client agreement will be reviewed by the other party within 10 days of its submission. If no response is received within 14 days, the corresponding amendment to this Customer Agreement shall be deemed to be by default.

9.4. The Parties have the right to terminate this Client Agreement unilaterally by giving at least 14 days notice to the other Party.

9.5. Termination of this Client Agreement does not release the Client from the obligation to pay to OÜ NB Quality Group any debts incurred during the execution of this Client Agreement or arising from this Client Agreement.

9.6. This Client Agreement has been drawn up in duplicate, each of these pages having equal legal force, in Estonian on a single page with two sides, one to the Client and the other to OÜ NB Quality Group.