Terms and Conditions of Sale
Lifebite OÜ
Registration Code: 17132361
VAT No.: EE102834174
Address: Paavli 5/1, 10412 Tallinn, Estonia
Phone: +372 5697 9111
Email: sven@lifebite.ee
(hereinafter referred to as the "Seller")
1. General Provisions
1.1. These General Terms and Conditions of Sale and Delivery (hereinafter the "Terms") shall apply to all offers, quotations, sales and deliveries of Lifebite OÜ (hereinafter the "Products") and shall be binding upon all customers (hereinafter the "Buyer"), unless otherwise agreed in writing.
1.2. By placing an order, the Buyer confirms that they have read, understood and accepted these Terms in full. Any deviations from or additions to these Terms proposed by the Buyer shall only be valid if expressly accepted by the Seller in writing.
1.3. These Terms shall prevail over any conflicting terms contained in the Buyer's documents unless otherwise agreed in writing by the Seller.
2. Offers and Orders
2.1. All offers and quotations made by the Seller are non-binding and remain valid for 30 days, unless otherwise stated.
2.2. An order shall be deemed accepted only upon written confirmation by the Seller, including confirmation by email or the issuance of an invoice.
2.3. The Seller reserves the right to refuse any order at its sole discretion.
3. Prices and Payment
3.1. All prices are stated in euros (€) and, unless otherwise indicated, are exclusive of VAT, transportation costs, customs duties and any other applicable taxes or charges.
3.2. The Seller reserves the right to adjust prices in the event of changes in raw material costs, transportation costs or exchange rates.
3.3. Payment shall be made in accordance with the agreed payment terms. Unless otherwise agreed, invoices are payable within 7 days from the invoice date.
3.4. In the event of late payment, the Seller shall be entitled to charge statutory default interest in accordance with the laws of the Republic of Estonia and may suspend further deliveries until all outstanding amounts have been paid in full.
3.5. Title to the Products shall remain with the Seller until full payment has been received.
4. Delivery and Transfer of Risk
4.1. Unless otherwise agreed in writing, delivery shall be made Ex Works (EXW), Tallinn, Estonia, in accordance with Incoterms® 2020.
4.2. Delivery dates are estimates only. Any delay in delivery shall not entitle the Buyer to claim compensation or cancel the order unless otherwise agreed in writing.
4.3. The risk of loss or damage to the Products shall pass to the Buyer upon delivery of the Products to the carrier or upon collection of the Products by the Buyer.
4.4. The Buyer shall inspect the Products immediately upon receipt and notify the Seller in writing of any visible defects or shortages within 5 days of delivery.
5. Product Quality and Shelf Life
5.1. Lifebite OÜ warrants that its Products comply with all applicable European Union food safety legislation and are produced under hygienic conditions.
5.2. Upon request, the Seller shall provide the Buyer with the standard product specification, including ingredients, allergens and shelf life.
5.3. The Seller does not warrant that the Products are suitable for any particular purpose unless such suitability has been expressly confirmed in writing.
6. Complaints
6.1. Any complaints must be submitted to the Seller in writing within 5 days of delivery or, in the case of hidden defects, within 7 days from the date the defect was discovered.
6.2. The Buyer shall provide sufficient evidence to support the complaint, including photographs, batch numbers or any other relevant documentation.
6.3. If the complaint is found to be justified, the Seller may, at its sole discretion, either replace the defective Products or issue a credit note corresponding to the value of the defective Products.
6.4. The Seller's liability shall be limited solely to the replacement of the defective Products or the reimbursement of their value.
7. Returns
7.1. Return of Defective Products
a) Returns of defective Products will only be accepted with the Seller's prior written approval.
b) Defective or incorrectly delivered Products must be returned in their original packaging, together with the relevant batch information, within 14 days of receiving the Seller's written authorisation.
c) The Seller shall bear the return shipping costs only if the defect has been confirmed.
7.2. Return of Non-Defective Products (Voluntary Returns)
a) Due to the perishable nature of food products, the Seller generally does not accept returns of non-defective Products.
b) As an exception, the Seller may accept returns of unopened, undamaged and resalable Products within 14 days of delivery. In such cases, the Seller reserves the right to deduct a restocking or handling fee of up to 20% of the invoice value.
c) The Buyer shall bear all transportation costs related to the return.
d) Returned Products must include the invoice number and delivery reference.
7.3. Condition of Returned Products
Returned Products must have been stored and handled appropriately to ensure their integrity and traceability. Products showing signs of misuse, improper storage or damage will not be accepted.
7.4. Refunds
Refunds or credit notes will be processed within 14 days after the returned Products have been inspected and accepted by the Seller.
8. Liability
8.1. The Seller's liability shall be limited to direct damages only and shall never exceed the invoice value of the defective Products.
8.2. The Seller shall not be liable for any indirect, incidental or consequential damages, including but not limited to loss of profit, production downtime or damage to reputation.
8.3. Nothing in these Terms shall exclude or limit the Seller's liability for wilful misconduct, gross negligence or any liability that cannot be excluded under applicable law.
9. Force Majeure
9.1. The Seller shall not be liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control, including but not limited to natural disasters, war, strikes, transportation disruptions, shortages of raw materials or other events of force majeure.
9.2. In such circumstances, the delivery period shall be extended for the duration of the force majeure event, or the Seller may terminate the affected contract without liability.
10. Data Protection
10.1. The Seller processes personal data in accordance with the applicable data protection legislation of the European Union and the Republic of Estonia, including the General Data Protection Regulation (GDPR).
10.2. Personal data collected from Buyers shall be used solely for processing orders, issuing invoices and maintaining business communication.
11. Governing Law and Dispute Resolution
11.1. These Terms shall be governed by and construed in accordance with the laws of the Republic of Estonia.
11.2. Any disputes arising out of or in connection with these Terms shall first be resolved through negotiations. If no agreement can be reached, the dispute shall be submitted to the Harju County Court in Tallinn, Estonia.
12. Final Provisions
12.1. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
12.2. The Seller reserves the right to amend these Terms at any time. The latest version shall be published on the Seller's website or made available upon request.
Lifebite OÜ
Paavli 5/1
10412 Tallinn
Estonia
Phone: +372 5697 9111
Email: sven@lifebite.ee