International General Conditions of Sale and Delivery of OÜ ASVA TRADING LTD
(The following terms and conditions apply only to businesses)
1.1 These International General Conditions of Sale and Delivery apply to all customers of Asva Trading LTD OÜ
whose relevant place of business is not in Estonia. Deliveries, services and Quotations of Asva Trading LTD OÜ
are based exclusively on these International General Conditions of Sale and Delivery. These
terms and conditions are an integral part of all contracts concluded and apply also to all future business relations,
also if not expressly agreed.
1.2 Upon granting of the contract, however no later than upon acceptance of the delivery or service, these
General Conditions of Sale and Delivery are acknowledged by the customer.
1.3 Contrary terms and conditions or diverging counter confirmations of the customer are non-binding for us,
also if we have not expressly objected to them. In order to be legally effective, they require our express written
1.4 There are no amendments and supplements, and no verbal subsidiary agreements to this contract. For
reasons of proof, amendments and supplements to this contract must be in writing.
2. Offer and conclusion of contract
2.1 The cost estimates and offers are subject to change without notice and are not binding. All documents
relating to the contract, such as illustrations, drawings and weight information, are to be deemed as only approximate,
insofar as they are not expressly designated as binding. We retain the ownership and copyright on
all catalogues, drawings, cost estimates and other documents. They may not be made available to third parties.
2.2 The customer is liable for the correctness of specified dimensions and for the correctness of design drawings
and similar documents provided by himself, in addition to other information that could affect the suitability
of the ordered elements for the intended use. The customer is also liable for ensuring that no patent or other
property rights of third parties are violated by the use of the drawings and documents. In this respect the customer
shall release us from any liability claims of third parties at the initial request. We are not obligated to
examine whether property rights of third parties are violated by execution of the documents provided to us. We
shall be obligated to make plans marked by the customer as confidential available to third parties only with the
2.3 The contract is not brought about until written confirmation of the order and corresponding to the content
thereof or as a result of acceptance of the delivery by the customer. If there is no written confirmation, our
delivery order or our invoice shall also serve as the order confirmation.
2.4 We reserve the right, also after sending the order confirmation, to make alterations to the drawings and
descriptions included with our offers and order confirmations, as a result of manufacturing considerations or
improvements, experience and progress in technology, insofar as this is reasonable for the customer in consideration
of our interests in the modification. The same applies to weight and size differences that are usual in
2.5 Production-related excessive or reduced quantities in series production of up to 5% in relation to the ordered
quantity are allowed, insofar as this deviation in quantity is reasonable for the customer in consideration
of our interests.
3.1 The delivery periods stated in the order confirmations are non-binding and approximate. They are only
binding if expressly designated by us as binding.
3.2 The delivery period begins with the date of the written order confirmation; if further inquiries are necessary,
it begins after all points have been clarified. If advance payments have been agreed to, the delivery period
begins with receipt of the first payment.
3.3 The delivery period is complied with if by the time of its expiration the delivery object has left our warehouse or
we have notified the customer that it is ready for dispatch.
3.4 In justified special cases, in particular for operational reasons, we are entitled, after prior notification, to
execute partial deliveries and partial services and to invoice them separately.
3.5 Delays in deliveries and services due to force majeure or other circumstances beyond our control and
which demonstrably have a significant influence on the manufacture or delivery of the delivery object – including
in particular strikes, lock-outs, official directives, shortage of material, non-availability or nonde-liverability
of goods, etc. – also for our suppliers, are not our responsibility even in the event of bindingly stipulated delivery
periods and deadlines or within a delay in performance. We shall inform the customer promptly of the beginning
and ending of such hindrances. In the event of hindrances of a temporary duration, we are entitled to
postpone the deliveries or services by the duration of the hindrance plus a reasonable lead time. In the event
of impossibility of performance, we have the right to cancel the contract in whole or in part concerning the part
not yet fulfilled. In this case, the customer shall also be informed promptly of the non-availability of the service
and any counter-performance already provided shall be refunded without delay. The customer can request us
to state whether we will cancel the contract or deliver within an appropriate period.
3.6 Our deliveries are subject to proper and timely delivery by our suppliers in all cases. This proviso applies
insofar as we in turn have concluded a corresponding covering transaction in due time and/or are not ourselves
responsible for the delayed delivery by our suppliers.
3.7 Insofar as we are responsible for the failure to comply with bindingly assured periods or deadlines or we
are in default with the delivery/service, the customer is entitled, after expiration of a suitable period, to cancel
the contract; further liability for damages is provided for in Section 9 of these Terms and Conditions.
3.8 If the customer is in default of acceptance, we are entitled after setting a suitable deadline to no avail, to
request compensation in lieu of the delivery for the amount of 20% of the stipulated contract amount, notwithstanding
the possibility of proving higher damages. The customer on his part retains the right to prove that no
damage was incurred or the damage was significantly lower.
4. Dispatch and transfer of risk
4.1 Place of performance for the delivery is – for deliveries from our warehouse – Narva, and otherwise
the head office of our respective supplying plant.
4.2 All deliveries are carried out at the risk of the customer, also in the event of partial deliveries or if we have
undertaken to perform other services, e.g. shipping charges or transport.
4.3 In the absence of special instructions, the packaging and the transportation route and transportation
means will be chosen by us at our discretion. Acceptance of the goods from us without objection through the
railway, post office, carrier or other transport company shall be deemed confirmation that the packaging is
free of defects at the time of dispatch and excludes any liability through us due to improper packaging or
shipment for damages or losses occurring en route, insofar as we are not peremptorily liable as a result of
intentional behaviour or gross negligence.
4.4 The risk of accidental loss or accidental deterioration of the goods is transferred to the customer upon
transfer of the goods to the railway or other carrier, however no later than upon leaving our warehouse or, in
the event of direct delivery, upon leaving our supplying plant, in all cases – e.g. also for FOB and CIF transactions.
If the customer picks up the delivery himself, the transfer of risk takes effect at the time the goods are
made available and dispatch of the notification of readiness for delivery.
4.5 The shipment will be insured against transport damage and other risks only at the express request and at
the expense of the customer.
4.6 Goods accepted before dispatch shall be deemed as delivered according to the stipulated conditions.
4.7 If the dispatch or acceptance is delayed at the request or by fault of the customer, then the risk of accidental
loss or accidental deterioration is transferred to the customer at the time we notify him verbally or in
writing of the readiness for delivery or readiness for acceptance. In this case, we are entitled to charge the
customer for the additional expenses incurred beginning one month after notification of the readiness for delivery.
4.8 If the customer is in default of acceptance we can exercise our right pursuant to Section 3.8 or dispose
freely of the delivery object and instead deliver an equivalent delivery object within a reasonable period according
to the terms of the contract.
5.1 Our prices are net prices from the warehouse and do not include the applicable statutory value-added
tax. Costs of packaging, transport and freight will be charged separately.
5.2 Subsequently agreed modifications to the contract entitle us to charge the customer for the additional
costs thereby incurred. Cost savings after deduction of the additional costs caused by the change will be refunded
to the customer.
5.3 The prices stipulated upon conclusion of the contract are based on the valid cost factors at that time, in
particular material prices, wages, energy, taxes, etc. If the stipulated delivery date is more than 4 weeks
after the conclusion of the contract, we are entitled to adjust the price accordingly, if the above-mentioned cost
6. Conditions of payment
6.1 In the absence of an express agreement, the net amount is due without discount 30 days after receipt of
the invoice, so that the stipulated amount is available to us on the due date at the latest. Special agreements
require our written counter-confirmation.
6.2 Checks are accepted only as conditional payment. If, by way of exception, we declare our approval of
payment by bill of exchange, we will accept discountable and properly taxed bills of exchange only after concluding
a corresponding written agreement. The customer shall bear the costs of discounting and collection.
These costs shall be due immediately. We shall assume no liability for the timely submission, notification and
return of a bill of exchange.
6.3 In the event of a default that occurs due to non-payment within the period stated in Section 6.1, we are
entitled to request interest based on the interest calculated by our bank for business loans, however at least
interest for the amount of 9 percentage points above the applicable basic interest rate. Our right to assert further
claims for damage due to default remains in full force.
6.4 All of our receivables shall become due immediately, if the conditions of payment are not fulfilled without a
warranted reason or if after conclusion of the contract we become aware of a significant worsening of the financial
circumstances of the customer. We are entitled to execute any then outstanding deliveries and services
only in return for advance payment or collateral security or to reduce or completely cancel promised
trade credits in this case. If advance payment or collateral security is not provided after expiration of a reasonable
grace period, we are entitled to cancel the contract in whole or in part. In that case we retain the right to
assert claims for damages for the unnecessary expense incurred, for the lost profit and for further damages.
6.5 The customer is entitled to a set-off only if the counter-claims are recognized by declaratory judgment or
are undisputed. A right of retention can be exercised by the customer only if the counter-claim is based on the
same contractual relationship.
7. Reservation of title
7.1 We reserve the ownership of all goods delivered by us, until the customer has paid all receivables from the
business relationship including future receivables incurred, also from contracts concluded at the same time or
a later time and from any current account balance, and until full release from contingent liabilities that we have
assumed in the interest of the customer.
7.2 The customer shall treat and protect the reserved goods with care and conduct the necessary and usual
inspection, maintenance and preservation tasks at his expense. The customer may neither pledge nor transfer
ownership of the reserved goods for the duration of the reservation of title. Access by third parties to the reserved
goods, e.g. by way of seizure or confiscation, and damage or destruction shall be reported to us in
writing without delay.
7.3 If the customer fails to fulfil a due service as agreed, in particular if the customer is in default of payment of
receivables, we are entitled, after setting an appropriate payment deadline to no avail, to cancel the contract
and to request the return of the reserved goods. We are then additionally entitled to request compensation
from the customer for the damage incurred.
7.4 a) The customer is authorized and entitled within the scope of an ordinary business transaction, which
does not include the socalled check/note procedure, to resell the reserved goods. If the customer is in default
with payments from the business relationship with us, we can prohibit reselling of the reserved goods. If the
customer grants his customer an extension for the purchase price, then he is authorized to resell if he likewise
reserves the ownership of the sold goods in relation to his customer.
b) The customer hereby assigns to us the demanded purchase price or other entitlements to remuneration
including all ancillary rights from the resale or other sales transaction from his customer. They shall serve as
security to the same extent as the reserved goods. The customer is entitled and authorized to resell or othe
wise utilize the reserved goods only if it is assured that the resulting receivables are transferred to us, in particular
that no assignment prohibition in the relationship of the customer to his customer exists.
c) If the reserved goods are sold by the customer together with other goods not provided by us, then the assignment
of the receivables from the sale applies only to the amount of the invoice value of the respective
reserved goods sold. In the sale of goods of which we have part ownership according to Section 7.5, the assignment
of the receivables applies to the amount of the value of that share of joint ownership. If the assigned
receivable is included in a current account, then the customer hereby assigns to us a part of the balance corresponding
to the amount of this receivable – including the corresponding part of the ending balance – from
the current account. If interim balances are drawn and it is agreed that they will be carried forward, then the
receivable from the interim balance to which we are entitled according to the above stipulation shall be treated
as assigned to us for the next balance.
d) The customer is authorized until revoked to collect the receivables assigned to us. We cannot exercise this
right of revocation as long as the customer properly satisfies his obligations of payment from the business
relationship with us and as long as we do not become aware of circumstances that significantly diminish the
customer’s creditworthiness. If the prerequisites for exercising the right of revocation are given, then we can
request that the customer assigns to us any claims for return against his customer or informs us of the assigned
receivables and their debtors, provides all information necessary for collecting those receivables, surrenders
to us the corresponding documents and notifies the debtors of the assignment. In addition, we are
ourselves authorized to notify the debtors of the assignment.
7.5. The customer is entitled to process the reserved goods in the ordinary course of business, as long as he
is not in default of payment. The processing or transformation of the reserved goods shall be performed for us
as the manufacturer pursuant to Section 950 of the German Civil Code, without binding us. The processed or
transformed goods are deemed reserved goods in accordance with Section 7.1. In the event of processing by
the customer of reserved goods with other objects not belonging to us, we acquire joint ownership of the new
object in proportion of the value of the reserved goods to the total of the values of the other objects used; the
time of processing is decisive. If the reserved goods are mixed, compounded or blended with other objects
and our ownership of the reserved goods thus expires, then the customer hereby assigns to us the property
rights to the mixed or compounded object or the unified object to which he is entitled in proportion of the value
of the reserved goods to the total of the values of the other mixed, compounded or blended objects; the time at
which the incident occurs is decisive. The customer shall also preserve for us, at no charge, the objects owned
jointly by us in accordance with the above provisions. The stipulations of the entire Section 7 apply accordingly
to the joint ownership shares according to Section 7.5.
7.6 At our request, the customer shall provide us at any time with information on the whereabouts of the reserved
goods and on the receivables resulting from the resale or other disposal.
7.7 Our rights from the reservation of title according to Section 7 shall apply until full release from contingent
liabilities (e.g. suretyships or acceptances), which we have assumed in the interest of or at the request of
7.8 Should the reservation of title according to the above provisions be invalid according to the laws of the
country in which the reserved goods are located, then the nearest equivalent security according to the laws of
that country shall apply. If any action is required on the part of the customer in this connection, the
customer shall be obligated at our request to undertake these actions.
8.1 The customer shall examine the received goods for defects immediately upon arrival. Discernible defects,
incorrect or incomplete deliveries, variations in quantity or dimensions and transport and packaging damages
must be noted by the customer immediately upon arrival of the goods on the bill of lading or delivery order and
we must be notified in writing of the defect without delay, however no later than fourteen days after delivery of
the goods. If the customer does not report defects within this period, then the goods shall be deemed free of
defects and approved in accordance with the contract.
8.2 Defects that cannot be detected within this period even upon careful examination must be reported to us in
writing as soon as they are discovered. The same applies to defects that occur during the warranty period. If a
defect is not reported to us within the stipulated period, then warranties shall be void for this defect.
8.3 We shall grant no warranty in particular in the event of unsuitable or unauthorized use of the goods, incorrect
assembly or commissioning by the customer or third parties, normal wear, incorrect or negligent handling,
incorrect maintenance, unsuitable operating material, faulty construction work, unsuitable foundations or in the
event of chemical, electro-chemical or electrical influences, insofar as we are not responsible for them.
8.4 In the event of a defect, we can choose to eliminate the defect or deliver an object free of defects. All substituted
products and parts become our property, insofar as they were not already our property.
8.5 If the elimination of a defect by means of rectification or replacement is unsuccessful within a reasonable
period, then the customer can request reduction of the purchase price with respect to the defective product or,
if a construction service is not the subject of the warranty for defects, cancel the contract. Compensation for
damages shall be determined exclusively based on Section 9.
8.6 The limitation period shall be determined exclusively based on Section 10.
9. Liability of supplier, exclusion of liability
9.1 If the delivery item can´t be used by the customer as may be required by the contract due to culpably neglecting
or incorrect consulting before or after conclusion of the contract or due to culpably breaches of other
contractual secondary obligations – in particular instructions for operation and maintenance of the delivery
item – then provisions according to chapter 8 and 9.2. apply to the exclusion of further claims.
9.2 Where there has been no damage to the delivery item itself the supplier will only accept liability - for whatever
legal reasons - in the event of
a. malicious intent,
b. gross negligence of the proprietor/ executive bodies or management staff,
c. negligent injury to life, body or health,
d. fraudulent concealment of defects
e. promise of guarantee
f. defects of the delivery item itself for which legal liability exists for personal or material damages to
objects in private use.
In the case of intent, gross negligence, culpable breach of significant contractual duties, the supplier is also
liable for gross negligence of employees and for slight negligence, in the latter case limited to reasonable,
foreseeable typical contract damage. Further claims are excluded.
10. Statute of limitations
All claims by the customer – for whatever legal reasons - are subject to a limitation period of 12 months starting
with the date of delivery. Claims for damages by the customer according to chapter 9.2 a – d and f are
subject to the statutory limitation periods. The statutory limitation periods also apply for defects in a building or
for objects that were used for a building in accordance with their normal manner of use and caused the building
to be defective.
11. Final clauses
11.1 The United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (UN
Sales Convention/ CISG) in the English version governs the legal relationship with the customer. The UN
Sales Convention applies, above and beyond its own area of application, and regardless of reservations
adopted by other states, to all contracts to which these International Conditions of Sale and Delivery are to be
applied according to the provisions of section 1. Where standard terms of business are used, in case of doubt
the Incoterms® 2010 of the International Chamber of Commerce apply taking into account the provisions
stipulated in these International Conditions of Sale and Delivery.
11.2 The formation of contract, including agreements as to the jurisdiction of courts and arbitrators, and the
rights and obligations of the parties, also including the liability for death or personal injury caused by the goods
to any person and pre-contractual and collateral obligations, as well as the interpretation are exclusively governed
by the UN Sales Convention together with these International Conditions of Sale and Delivery. Subject
to differing provisions in these International Conditions of Sale and Delivery, the rest of the legal relationship
between the parties is governed by the non-uniform Swiss law, namely by the Estonian Obligationenrecht.
11.3. All contractual and extra-contractual disputes as well as disputes under insolvency law, arising out of or
in connection with contracts to which these International Conditions of Sale and Delivery apply, including their
validity, invalidity, violation or cancellation as well as other disputes arising out of the business relationship
between the parties shall be finally resolved, without recourse to the ordinary courts of law, by arbitration in Estonian
County cort as a matter of the domestic law of the Republic of Estonia.
11.4. If provisions of these International Conditions of Sale and Delivery should be or become partly or wholly
ineffective, the remaining arrangements will continue to apply. The parties are bound to replace the ineffective
provision with a legally valid provision, as close as possible to the commercial meaning and purpose of the