The terms and condition for sales, deliveries and payments of BALT-HELLIN AS
The following terms and conditions apply without exception to the sales, deliveries and payments in the business relations between the BALT-HELLIN AS (hereinafter, ‘BALT-HELLIN’) and the Customer in the fields of foodstuffs production and processing, and of bakery and confectionery services (hereinafter ‘these Standard Terms’), unless these Standard Terms have been explicitly amended in writing. No conflicting or derogating terms of the Customer will be accepted and any such terms will only be taken into account if this has been consented to in writing by BALT-HELLIN. These Standard Terms exclusively govern the business relations between BALT-HELLIN and other traders, and public-law corporations, and will not apply in the relations of BALT-HELLIN and the consumers. For other companies of the Balt-Hellin Group, the relevant Standard Terms of each company will be published on the Balt-Hellin webpage.
The info on the homepages of BALT-HELLIN is to be regarded as general information that does not constitute a binding offer. The info is not binding and no warranties attach to it. BALT-HELLIN reserves the right to amend, add to or remove the information displayed on the homepage without prior notice, or to cease displaying the homepage temporarily or definitively. For any changes within these Standard Terms, customers that have concluded long-term delivery agreements, will receive on a quarterly basis an e-mail on the content of changes. After receiving s notices, the changes become legally binding and a substantial part of the business relations.
Overview of BALT-HELLIN Standard Terms:
1. Orders and deliveries
2. Reservation of title
3. Terms of payment
4. Warranty of quality; warehousing
6. Acceptance of goods
9. Electronic communication
10. International orders
11. Data protection
12. Final provisions
1. Orders and deliveries
1.1 The customer may order a desired quantity of goods from BALT-HELLIN by phone or via the BALT-HELLIN web order system HELLIN-DIREKT (see Article 7 below). The identity, variety, quantity and delivery address of the goods must always be specified in the order. As a rule, a written delivery agreement will be concluded between the Customer and BALT-HELLIN.
1.2 BALT-HELLIN will deliver the goods in the warehouse in accordance with its schedule of delivery shipments. The goods will be delivered to the Customer during the round of deliveries that follows receipt of the order. For scheduled deliveries, no invoices will be issued. Transportation costs will be covered by BALT-HELLIN. Variations concerning delivery shipments may be agreed individually at any time. In case of variations which differ from the schedule of delivery shipments, also a different price must be agreed separately for the shipping. In this case, BALT-HELLIN submits an invoice to the Customer. If a customer who regularly purchases goods from BALT-HELLIN wishes to order a larger quantity of goods than the average of the orders of the last three months, e.g. because an event or promotion is planned at the customer's premises, the customer must inform BALT-HELLIN of this in good time, but no later than 21 working days in advance.
1.3 The goods are delivered by a carrier selected by BALT-HELLIN to Customer’s storage or venue. Proper unloading of goods from the transport means is organised by the Customer. Starting from the moment of unloading, the liability of BALT-HELLIN for damage and destruction ends. The liability transfers to Customer.
1.4 In the case of goods that are not in the warehouse, or of quantities that exceed the usual quantities, the time of delivery and the sale price must be agreed separately for each occasion. BALT-HELLIN reserves the right to withdraw from a possible contract if the goods specified in the contract are not or are no longer available for reasons beyond the control of BALT-HELLIN. Should the production be cancelled due to national holidays in the country of production, the delivery of goods is automatically extended by BALT-HELLIN by seven (7) days.
1.5 BALT-HELLIN will deliver the goods at the agreed time to the destination specified by the Customer. At the time when delivery of the goods is effected, a corresponding receipt form will be completed, specifying the following particulars: the title and quantity, variety, serial number, size and weight of the package, product number, temperature, time and place of delivery, as well as the requisite particulars of the person who takes delivery on behalf of the Customer. The letter of authority authorising that person to take the delivery must be presented to BALT-HELLIN in writing or by email in good time.
1.6 The Customer explicitly agrees to an electronic receipt form regarding the delivery being completed. In the case that the Customer does not agree or no longer agrees to an electronic receipt form being completed, that Customer must notify BALT-HELLIN thereof in writing in good time and cover the accompanying extra costs.
1.7 If, during a delivery, pallets, wheeled carts enclosed on the sides by metal grating, Bigbags and/or containers for liquids are delivered to the Customer, these must be exchanged for identical pallets or containers on the spot.
1.8 If an exchange cannot be performed promptly, BALT-HELLIN may also licence the Customer to use these. In spite of that, the package will remain property of BALT-HELLIN. For Bigbags and containers for liquids, a deposit must be paid. The package must be exchanged on the next suitable occasion.
1.9 In the case that the exchange fails, the Customer must pay rent to BALT-HELLIN for a disproportionately long use of the pallets and the package at the rate that is usual in the relevant field of business.
1.10 If the exchange is no longer possible for the reason that the pallets and the containers have been lost, destroyed, or if the Customer wishes to acquire these, that Customer must pay the price of the new package to BALT-HELLIN for it.
1.11 BALT-HELLIN takes back used packages that originating from goods delivered to Customer by BALT-HELLIN. The packages have to be clean and sorted for retransporting. For tacking back, a prior agreement with BALT-HELLIN is required.
2. Reservation of title
2.1 Regardless of the goods being delivered to the Customer by BALT-HELLIN, the title to those goods will only pass to the Customer when the sale price has been paid in full.
2.2 If any goods that are to be delivered by BALT-HELLIN are joined to or mixed with goods that do not belong to BALT-HELLIN, the latter will become a co-owner of the new product, until the sale price of the goods purchased from BALT-HELLIN has been paid in full.
2.3 In order to ensure the payment of the sale price, any claims against third parties that arise from a re-sale of the goods purchased by the Customer will, without the need to conclude a separate agreement to this effect, pass to BALT-HELLIN until the sale price has been paid in full. The Customer is obligated to reveal the identity of the third party to BALT-HELLIN if a corresponding request is made.
2.4 To this extent, the customer accepts payments from their customer in their own name for Balt-Hellin. In the event of the insolvency of the customer of Balt-Hellin, Balt-Hellin shall be entitled to a right to separate satisfaction of the claim.
3. Terms of payment
3.1 Deliveries will take place pursuant to invoices drawn up according to the price list of BALT-HELLIN. BALT-HELLIN is entitled to establish special prices for goods that are not on the price list. The Customer explicitly agrees to the electronic invoices transmitted by BALT-HELLIN (see Article 9 below). Otherwise a written agreement must be concluded regarding the dispatch of invoices by other means. The resulting extra costs shall be covered by the Customer
3.2 BALT-HELLIN reserves the right to amend the price list and/or the variety of goods offered. The Customer will be notified of possible amendments at the latest 30 days prior to the agreed time of delivery. The foregoing does not apply to goods traded on the British Exchange in London. The sale price of these goods may at any time, and without advance notice, be amended so as to comply with the new conditions.
3.3 The sale price must be paid at the times and on the conditions agreed and stipulated on the invoice. In order to set off a claim of BALT-HELLIN against an eventual claim of the Customer a written agreement of BALT-HELLIN is required. This also applies to possible transfer of Customer’s claims against BALT-HELLIN.
3.4 As a rule, payments must be made by bank transfer for each invoice separately. Individual agreements may be concluded to specify different means of payment. In the case of each payment, the payment order must state the number and the date of the invoice. If BALT-HELLIN has provided a reference number for a domestic payment in Estonia, this number must be quoted on the payment order.
3.5 In principle, a payment will have been successfully completed when the sale price has been credited to the current account of BALT-HELLIN. Thereby, the invoice number, amount and reference number (if present) have to meet the information on the invoice.
3.6 Based on a written agreement, the Customer may be appointed for sale on credit.
3.7 Advance payments for goods ordered are regarded as earnest money. If the Customer revokes an order accepted by the seller and no longer wishes to be bound by that order, the earnest money will fall to BALT-HELLIN. If the order is revoked because of the fault of BALT-HELLIN, the earnest money will be refunded to the Customer.
3.8 Interest payments, late fees and liquidated damages will be the first to be deducted from the sums payable by the Customer under the agreement; these will be followed by the principal due, starting with the principal amount that has the earliest due date. Such a deduction will also be applied in the case that the Customer makes a bank transfer but does not supply an intelligible explanation. The Customer will be notified by BALT-HELLIN of such a deduction.
3.9 If a payment has not cleared by the due date, an electronic reminder will be issued in seven (7) days to imburse the outstanding amount. In fifteen (15) days, shipments will be frozen and the last electronic reminder dispatched. The last reminder also constitutes cancellation of all credit agreements concluded between the Customer and BALT-HELLIN. After this, the claim for the outstanding amount will be assigned to a law firm. Starting from this point it turns into a case of a fee-paying and automated process the costs of which will be borne by the Customer in their entirety.
3.10 Should the customer not immediately make notice of an obvious defect of goods within seven (7) days after the first warning by BALT-HELLIN, a notice of defect due to obvious defect shall not be possible at a later point of time. Without such a notice of defect within seven (7) days, the customer is considered as having accepted the delivery and receipt of goods as defect free by an authorised person.
4. Warranty of quality; warehousing
4.1 BALT-HELLIN ensures that the goods supplied meet the quality requirements usually applicable in Europe and in countries. Should there be no relevant rules, the applicable rules established in Germany apply additionally. If the producer has issued a product certificate for a particular good, that good must correspond to the certificate.
4.2 BALT-HELLIN is responsible for defects in quality until the delivery of goods to the Customer. If the goods are of defective quality, the Customer is entitled to refuse to accept them. As a trader, the Customer is obligated to inspect the goods immediately and carefully for the presence of defects. Any objections must be submitted forthwith. If the Customer so requests, BALT-HELLIN is obligated to replace defective goods by those of good quality at the latest one (1) month after the delivery of the goods. In the case of a replacement delivery the Customer is not entitled to also invoke other legal remedies provided in the Republic of Estonia Law of Obligations Act for use in the case of breaches of contract.
4.3 Due to technical conditions established by the manufacturer that are related to the processing of substances, minimum unavoidable differences in the colour, form or weight of products may occur. Such differences are not considered deficiencies or violation of obligations, if they cannot be avoided with minor efforts, the differences are usual in the particular field of economy, and are acceptable by the Customer.
4.4 Weight differences for bakery products (e.g. cakes, buns and rolls) are only qualified as deficiencies, if the differences exceed 15% or the weight is 5% less than indicated on the product. The differences concern the moment of reprocessing, rather than the moment after baking in case of prefabricated products.
4.5 In order to preserve the quality of the goods, the Customer is obligated to comply with the legal provisions applicable to keeping and warehousing the goods, as well as the producer’s recommendations that appear on their packages and labels. This particularly applies to products that are stored in a deep-freezer. Deep-frozen goods have to be stored and transported at a minimum temperature of minus 18 degrees (-18 °C). Should it be possible to conclude that deficiencies occurred and the temperature was not adhered to during the storage and/or transport by the Customer, the Customer’s right to refer to goods deficiencies shall be excluded.
4.6 When ordering natural products that are not individually portioned in one piece, e.g. larger quantities of meat, the customer must be aware that the ordered quantity is not always exactly packaged. A deviation of 25% below or above the ordered quantity must be tolerated and accepted by the customer for these products. Only the actual weight delivered will be invoiced to the customer.
4.7 If goods are provided with an EAN code or its equivalent in the bar code, Balt-Hellin shall only guarantee the correct assignment of the EAN. If the bar code is illegible, a warranty shall only be assumed to the extent that the total quantity of the goods delivered by Balt-Hellin exceeds the error rate corresponding to the general state of the art. The corresponding published regulations of GS1 Germany apply.
4.8 In the case that such requirements and/or instructions are absent, the Customer is obligated to warehouse the goods in such conditions as are usual for these goods.
5.1 Should the Customer make a claim for damages, BALT-HELLIN is responsible, based on the law, for any damages that result from gross negligence or is intentional, including gross negligence or intention by sales agents and support staff. Should intentional violation of the agreement not be attributable to BALT-HELLIN, the compensation of damages shall be limited to possible foreseeable typical damage. Any damages exceeding this are excluded. The above provisions are not applied for damages that are on fault-basis dangerous to life or health; this shall also apply to manufacturer’s liability. Disturbances on the premises of BALT-HELLIN, or of a third party, which result from circumstances beyond the control of BALT-HELLIN, will release BALT-HELLIN from the obligation to abide by the time of delivery, provided those disturbances have significant repercussions on production and shipments. The Customer is not responsible for the breach of agreement unless the breach results from the fault of the Customer.
5.2 The Customer will not be responsible for a violation of the Agreement only if the violations are not attributable to the Customer. The activities of the support staff, storage staff and management are attributed to the Customer.
5.3 In particular, BALT-HELLIN will not be responsible for damage caused to the goods, the Customer or third parties due to the fault of the Customer or of third parties in processing or warehousing the goods in a manner contrary to the relevant requirements.
5.4 In the case that the Customer notices, during a regular processing operation, that the goods supplied to him/her/it by BALT-HELLIN are of defective quality and that this prevents the end product from being of good quality, the processing operation must be discontinued without delay so as to avoid incurring further damage to the Customer as well as to third parties. Should the Customer choose to continue the processing operation regardless, this will release BALT-HELLIN from responsibility for any further damage. That damage will be the sole responsibility of the Customer.
5.5 The risk of accidental damage to or destruction of the goods will pass to the Customer as of the moment when BALT-HELLIN has made delivery of the goods to a person authorised by the Customer at the agreed time in an agreed location.
6. Acceptance of goods
6.1 If the Customer cannot accept or will not accept the delivered goods at the agreed time and in the agreed place, for instance because it has not or has not timely authorised a person required for accepting the goods, or the delivery or acceptance of goods do not take place for any other reason at Customer’s fault, the Customer will be borne any costs resulting from it
6.2 Such costs may arise from cancelled transportation, wrong transportation or disproportionally long waiting times.
6.3 BALT-HELLIN reserves the right for possible further claims for damage. In all above cases, the Customer additionally will get into acceptance delay; the risk for damage of goods is transferred to the Customer.
7.1 In the case that the Customer has paid the sale price in full, but BALT-HELLIN fails, because of his/her/its own fault to effect the delivery by its due date, the Customer will be entitled to claim compensation. Additionally, BALT-HELLIN will be obligated to pay liquidated damages in the amount of .2% of the sale price for each calendar day of delay, but not more than 10% of the sale price. In the case of an objection presented forthwith, the liquidated damages may be deducted from the sale price.
7.2 Should the Customer be in delay with a payment for the goods, BALT-HELLIN is entitled to request a fine for delay of .025% from the outstanding amount for every calendar day.
7.3 The costs that attach to assigning a claim for an outstanding amount to a debt collection agency and/or a law firm under section 3.9 of these Standard Terms will be borne by the Customer. The law office may invoice the Customer for costs made for extrajudicial costs on its own behalf. These costs may be charged together with the main claim or separately by the law office. If required, the law office may be enforced by the court. The principle of negotiorum gestio applies. Legal costs are charged separately.
8.1 BALT-HELLIN’s system for taking Web orders is called HELLIN-DIREKT. It can be found on the homepage of BALT-HELLIN and can only be used by pre-registered customers who will be asked to provide an access code to login. HELLIN-DIREKT constitutes a supplementary service that can be provided by BALT-HELLIN free of charge. The Customer has no right to request the use of HELLIN-DIREKT.
8.2 Within the system, any application made will be deemed to emanate from the Customer and to bind that Customer as of the moment that it is transmitted to BALT-HELLIN by clicking the mouse. An order of this type constitutes an offer to BALT-HELLIN to conclude a corresponding agreement. When the order has been transmitted, the Customer will receive an electronic message confirming receipt of the order by BALT-HELLIN. The confirmation of receipt of order does not represent an acceptance of the Customer’s offer but is simply intended to convey to the Customer that BALT-HELLIN has received the order.
8.3 Orders are deemed received and binding for BALT-HELLIN only after another electronic message, containing a confirmation of the order, has been dispatched to the Customer.
8.4 Via HELLIN-DIREKT, the Customer can send messages, view the balance and change company information.
8.5 The Customer will be provided a detailed explanation of the terms and conditions applicable to registering as a customer of BALT-HELLIN and usage of the system.
9. Electronic communication
9.1 In principle, the dispatch of invoices by means of electronic mail is only possible within the territory of Estonia.
9.2 The Customer hereby declares him/her/itself legally bound to the invoices issued by BALT-HELLIN for shipments of goods being dispatched to him/her/it by electronic mail (e-mail).
9.3 The Customer is obligated to communicate a valid electronic mail address at which he/she/it can be contacted at all times as the Customer. Legally, this constitutes a so-called “electronic mailbox” which fulfils the same functions as a conventional mailing address. For this reason the Customer is obligated to promptly notify BALT-HELLIN’s administration (firstname.lastname@example.org ) of changing his/her/its electronic mail address, so that electronic mail may at all times reach the Customer and not be received at a false address.
9.4 The obligation to notify the administration also applies to changes in Customer information, especially of information that is part of the 2nd part of the Delivery Agreement.
9.5 Questions that are related to invoices and debts should be submitted by email address email@example.com. In the case of a breach of these obligations either intentionally or negligently, BALT-HELLIN reserves the right to claim the cost caused from the Customer in damages. The foregoing also applies to late fees on unpaid invoices or invoices that have not been paid by due time.
9.6 In addition, BALT-HELLIN and the Supplier must exchange their master data once a year. If the customer's master data has not changed, this can be communicated by e-mail to firstname.lastname@example.org.
9.7 Oral notices and requests related to Standard Terms stipulated under clause 9 (by or addressed to the employees of BALT-HELLIN) are not legally binding.
9.8 Starting from November 2010, the Customer will receive one or several 6-digit PIN-code that can be used for confirming acceptance of goods. The code is an electronic signature. It is the obligation of the Customer to keep the code in secret.
10. International orders
Important note: The terms and conditions enumerated in sections 9.1 to 9.4 constitute supplementary special terms only in regard to those orders that have been placed within the Baltics. The special terms set out below concern the conclusion of a written agreement accompanying an order and the obligations that flow from such an agreement.
10.1 BALT-HELLIN will ship the goods ordered, free of shipping charge, to a location in the Baltics specified by the Customer (Incoterms: CPT). International Commercial Terms published in 2000 by the International Chamber of Commerce situated in Paris, France apply (Incoterms 2000). Deliveries to all other EU member states are handled as ex works (EXW).
10.2 If a corresponding quantity of goods has been ordered, the goods will be shipped from Estonia to the other Baltic countries twice (2) a month. The precondition for the dispatch of the shipment is also the completion of an advance payment by the Customer. The amount of the advance payment will be agreed separately. Payment must be by bank transfer.
10.3 If the Customer’s payment for the goods falls late, BALT-HELLIN is entitled to freeze all shipments to the Customer. Late fees are 2% over the applicable EURIBOR (Euro Interbank Offered Rate).
10.4 Contractual and business relations will not be governed by the United Nations Convention on the International Sale of Goods (CISG) of 11 April 1980. The agreement is subject to the legislation of the German Federal Republic as applicable at the relevant time, excluding the German international private law. The parties agree, that the exclusive place of jurisdiction is Bonn, Germany. However, BALT-HELLIN shall be entitled to turn to any other competent court, especially in Estonia.
11. Data protection
11.1 By communicating his/her/its personal data to BALT-HELLIN the Customer agrees to these data being stored and used, processed and transmitted by BALT-HELLIN insofar as this is reasonable and necessary for the conclusion of a business transaction.
11.2 Amongst other things, BALT-HELLIN may use these data for the purposes of credit review and solvency monitoring and, should this become necessary, also for debt collection purposes and for forwarding its claim to a debt collection agency and/or a law firm.
11.3 In addition to the foregoing BALT-HELLIN is obligated to treat the data regarding the debtors as confidential and to observe the relevant laws. In principle, personal data will be transmitted to third parties only if a prior agreement to do this is present.
11.4 In case of a sales call between the Customer and BALT-HELLIN, the customer agrees to recording the call by BALT-HELLIN for the purposes of evidence.
12. Final provisions
Important note: If the Customer disagrees with these Standard Terms or the draft agreements attached to them, BALT-HELLIN will turn any further negotiations over to a law firm without invoicing the Customer for any negotiations that take the ordinary course. In such a case BALT-HELLIN presumes the procedure to take approximately four (4) weeks. The passing of the negotiations to the law firm is not a sign of mistrusting the Customer and takes place because BALT-HELLIN has a policy of referring legal matters to an outside agency. Nevertheless the Customer must bear any administrative expenses internal to its undertaking as well as consultancy fees external to it. BALT-HELLIN explicitly refuses to make any compensation for such expenses.
12.1 If one or more Articles in these Standard Terms should be or become void in full or in part, this will not affect the validity of all other Articles. An Article that is void in full or in part must be replaced by another, which is as close as possible to the void Article in terms of substance and of economic significance.
12.2 The present Standard Terms will be drawn up in Estonian and in other languages. In the case of conflicting provisions in the Estonian-language, English-language and/or the German-language text of the agreement the Estonian wording will be authentic. Similarly, in the case of doubt the first preference will be to the Estonian wording, which must be interpreted first by reference to the German-language text of the standard terms and after this to the texts of the standard terms in all other languages.
12.3 The Customer and BALT-HELLIN are reciprocally obligated to keep confidential any business secrets that have come to their knowledge in the course of business relations and to take care to keep these secrets from possession by third parties. By business secrets is intended, amongst others, any internal or external manner of operation of the undertaking, the structure of the undertaking and its manner of functioning and its domestic and international business practices. In particular, this concerns the manner in which the purchases and the sales take place, the information regarding business transactions concluded and to be concluded, the existing and future business partners and any other data that pertains to this.
Such knowledge may not be used directly or indirectly for one's own benefit and/or to the detriment of the other. A contractual penalty of EUR 10,000.00 is agreed for each case of infringement. This Non-disclosure Agreement shall survive termination of a supply contract by 3 years.
12.4 If the customer and/or their guests take part in a BALT-HELLIN event, they agree that should they appear on a picture or video within the scope of the event, BALT-HELLIN shall have the right to use and publish this picture or video for its own purposes free of charge.
12.5 The place where the obligations resulting from the business relations between BALT-HELLIN and the Customer are to be performed in the seat of BALT-HELLIN in Tartu, Estonia. An exception to this is the case of the delivery of goods to a destination specified by the Customer (see sections 1.4 and 9.1 of these Standard Terms).
12.6 All disputes arising from business relations are to be resolved in accordance with the laws of the Republic of Estonia as applicable at the relevant time. The jurisdiction over such disputes is vested in the competent courts of Tartu, Estonia, the place where BALT-HELLIN is situated. To the extent that this is legally possible, BALT-HELLIN also reserves the right to submit disputes to any other courts of law.
Drawn up by: Balt–Hellin AS, Vinkli 17, 50411 Tartu, Estonia, Companies Register No.: 10124134