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General terms and conditions of sale and supply of Sinitta AS

These terms and conditions outline the rules and regulations for the use of Sinitta AS Website, located at www.turbodrive.ee.

By accessing this website we assume you accept these terms and conditions. Do not continue to use TurboDrive if you do not agree to take all of the terms and conditions stated on this page.

The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and all Agreements: "Client", "You", "Your" and “Other Party” refers to you, the person log on this website and compliant to the Company’s terms and conditions. "The Company", "Ourselves", "We", "Our" and "Us", refers to our Company. "Party", "Parties", or "Us", refers to both the Client and ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services, in accordance with and subject to, prevailing law of Estonia. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.

Applicability

These general terms and conditions apply to all our offers, agreements, and agreements for services as well as all legal acts, deliveries and work carried out by us and other services with regard to the products.

Derogations and addendums to these general terms and conditions only bind us if these have been agreed in writing.

When it appears that one or more provisions of these general terms and conditions are in conflict  with the law, then the remaining provisions of these general terms and conditions will remain unimpaired.

In case of conflict   between the contents of the agreement concluded between the other party and us and these general terms and conditions, the provisions of the agreement will apply.

If we do not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof are not applicable, or that we to any extent would lose the right in other cases to require strict compliance with the provisions of these terms and conditions.

Suspension and right of retention

We are entitled to suspend our performance (including also future partial deliveries) if the other party does not fulfil one or more of its obligations, or, as the case may be, if circumstances which have come to our knowledge give us good grounds to fear that the other party will not fulfil its obligations, except for in the case of derogating mandatory statutory provisions.

We can exercise the right of retention on all goods of the other party to which the performance of the agreement relates, and which are in fact held by us in the context of the agreement, if the other party does not, wholly or in part, fulfil the obligations related to the performance of the agreement, or other agreements concluded with the other party.

We are entitled to recover from the other party the costs, which we have had to incur with regard to the care of the goods, which are in fact held by us.

The other party is not entitled based on alleged defects of the products and for whatsoever reason to delay, suspend, otherwise cease, or limit its work, deliveries, goods or services and other obligations towards us.

We have the right to set off the amounts which we owe to the other party against the amounts which the other party owes to us on whatsoever basis. If in the event of set-off compensation there are amounts in different currency, then we will determine in which currency this set-off compensation will take place. Conversion will take place at the official exchange rate applicable on the day on which payment in accordance with the invoices concerned is owed.

Termination

If the other party does not, not in a timely manner, or not properly fulfil any (payment) obligation, in spite of a demand letter which includes a reasonable period, ensuing from any agreement concluded with us, as well as in the event of suspension of payment or application for moratorium, bankruptcy, guardianship order or liquidation of the company of the other party, we will be entitled, without notice of default and without judicial intervention, to terminate the agreement, or a part thereof.

Termination will make the existing claims reciprocally immediately due and payable. The other party will be liable for the damage suffered by us, inter alia comprising of interest and lost profits.

If the provisions occur and the other party enjoys an advantage, which the other party would not have had in case of proper fulfilment, then we will have the right to compensation of our damage to the amount of this advantage.

Except for insofar as these general terms and conditions foresee this, parties waive the right to terminate (have terminated), wholly or in part, the agreement concluded with us.

Force majeure

In the event that force majeure delays or prevents the performance of the agreement, then we as well as the other party will be entitled to terminate the agreement in writing, without this giving the other party any claim to compensation.

Force majeure on our part also includes every circumstance arisen through no fault on our part, as a result of which the usual performance of the agreement is prevented. Circumstances causing such force majeure inter alia: if  the production or delivery of specified goods is ceased; if we have sold to the other party a part still to be exchanged and this part cannot be delivered to the other party   through circumstances which cannot be attributed to us: loss, damage and/or delay during and through transport, extreme sickness absence of staff, actions/measures by customs, including (temporary) closure of specified geographical areas, fire, theft and other serious disruptions in our company or at our supplier.

If the  manufacturer, importer or supplier make modifications or (design) changes to the product, we retain the right to deliver the changed product, provided that the changed product has at least the usual properties for use as the original product, as well as the special properties for use, if and insofar as this is agreed between us and the other party.

Liability

Except for intent or wilful recklessness on our part or our management (including superior employees) our liability is limited to our guarantee obligations described in article “Guarantee” and we are never liable for whatsoever damage, regardless if that claim is based on an agreement concluded with us,  unlawful act or otherwise.

In the event that we might be liable for damage, our liability is always limited to direct damage to goods or persons and this never includes any loss of profits or other consequential loss, including loss of revenue.

In the event that we might be liable for damage our liability is furthermore limited to the price for which the other party has purchased the product, or, as the case may be, to an amount which is paid by the other party for the assignment.

Every claim by the other party for compensation of damage and/or rectification of the shortcoming and/or replacement of the goods, on whatsoever basis, lapses in case of failure to report in a timely manner after delivery, installation or completion.

The other party is bound to indemnify, respectively reimburse us, with regard to all claims by third parties for compensation for damage, costs or interest for which our liability is excluded in these terms and conditions in the relationship with the other party.

We are never liable for damage caused by incorrect use, mounting and/or installation of the products delivered by us.

We will insure the risk of loss or damage to the goods of the other party, which we hold, for the period that we hold these goods. We are liable for the goods handed over to us by the other party, regardless of which external cause it concerns and regardless of whether the damage or the loss arises during the period that we hold those goods on the basis of an agreement, exclusively insofar as the insurer concerned compensates the damage concerned. 'External cause' does not include the modification of the goods.

If this agreement concerns goods which we obtain, or have obtained, from third parties, our responsibility and/or liability is limited to that for which that supplier is responsible and/or liable towards us. This provision is only applicable insofar as that application is more advantageous for the other party than the application of the previous provision.

We are not obliged to offer to the other party replacement transport or to arrange the transport of the consignment; the other party also does not have the right to reimbursement of the costs of replacement transport.

Applicable law and court of competent jurisdiction

The provisions of the Vienna Sales Convention do not apply, nor does any future international regulation concerning purchase of movable property of which the operation can be excluded by parties.

The law of Estonia applies to all agreements to which these general terms and conditions apply wholly or in part.

All disputes ensuing from or related to the agreement will, insofar as mandatory legal provisions do not object to this, be exclusively submitted to the court of competent jurisdiction in the district of our  place  of  business,  unless  we,  as  claimant  or  applicant  party chose a court of competent jurisdiction in the place of residence or business of the other party.

In the event of a (threatening) dispute we will have the right to (have conducted) conduct an assessment by one or more experts at the other party’s location.

Offers

All our offers and tenders are without obligation, unless these contain a period for acceptance, in which case the offer will lapse after this period.

Changes and/or promises made by us after the offer, either orally or in writing, will constitute a new offer, in the course of which the previous offer has lapsed.

If an acceptance by the other party derogates from the offer, then this will apply as a new offer from the other party and as rejection of our entire offer, also if only minor points are derogated from.

All offers and tenders are based on the performance of the agreement by us under normal circumstances and during normal working hours, unless expressly stated otherwise in writing.

Formation

The agreement comes into effect, insofar as applicable within the period set out by us, at the time of receipt by us of acceptance in writing of this offer and if the other party makes an offer and/or gives an assignment, at the time that we confirm the offer and/or the assignment in writing, or, as the case may be, when we have commenced the execution of the assignment.

Additional agreements reached after the agreement, changes and/or promises made either orally or in writing by our staff, representatives, sellers or other intermediaries, are not binding, unless these have been confirmed by us in writing to the other party.

Data and information

We are only obliged to (further) execution of the assignment if the other party has provided all data and information required by us in the form and in the manner required by us. Extra costs arisen because the other party has not, not in a timely manner, or not properly, provided the required data and information will be on the account of the other party.

The other party is obliged to inform us promptly with regard to facts and circumstances which can be of importance with regard to the execution of the assignment.

The other party guarantees the accuracy, completeness and reliability of the data and information provided to us by the other party or on behalf of the other party.

Prices

The prices stated by us are net  prices and are stated excluding turnover tax and other government charges and/or charges from third parties imposed on the sale and/or delivery and/or performance of the agreement, and are based on the delivery from our business location, except insofar as agreed otherwise in writing.

The prices stated by us are in Euros; any exchange differences are on the risk of the other party, unless agreed further in writing.

The prices stated by us are based on the current prices applicable at the time of the concluding of the agreement and on the specifications and on performance of the agreement under normal circumstances.

We retain the right to charge a proportional price increase to the other party, if after the concluding of the agreement an increase occurs of one or more factors determining prices.

The provisions of subclause “Termination” also apply if the changes in the factors determining prices referred to therein are the result of circumstances already foreseeable at the concluding of the agreement.

In the event that application of subclause “Termination” might result in a price increase of 20% or more and the price increase does not ensue from the law, then the other party will have the right to terminate the agreement by registered letter, within one week after we have made it known that the price will be increased.

If not agreed otherwise expressly in writing, the prices stated by us are Ex Works Tallinn. Delivery costs, service charges and costs for dispatch, etc. are never included in our price.

Price increases ensuing from addendums and/or amendments to the agreement are on the account of the other party.

Costs arisen as a result of the other party remaining in default, and/or incurred to  make  the  performance of the agreement possible and/or as a result of circumstances occurring which can be attributed to the other party as a result of which costs have arisen for us, will be charged by us to the other party.

We are entitled to recover the costs, which we had to incur with regard to the care concerning the goods, which we in fact hold, from the other party.

Delivery

Delivery times are determined in mutual consultation; however, delivery times and/or delivery dates stated by us are never to be considered to be final deadlines unless agreed otherwise in writing. In case of delivery and/or completion in an untimely manner we must be given notice of default stating a reasonable period for performance. A reasonable period is in all events a period applicable as reasonable within the sector.

If the exceeding of the term of the delivery time cannot be attributed to us, then the other party can never claim compensation or termination of the agreement.

The delivery times and/or dates are based on the, at the time of the entering into the agreement, applicable working conditions and on the timely delivery of the materials and/or parts ordered by us for the performance of the agreement.

As soon as we are aware of facts and circumstances, which can prevent or make deliveries within the stated period difficult, we will inform the other party about this stating the new expected period.

The other party is obliged to take goods delivered by us at the established delivery time, and if not, all costs ensuing therefrom (including delivery, storage, insurance charges) and damage, as well as 15% of the gross sales value of the product on the basis of cancellation fee, will be charged to the other party.

Delivery takes place in accordance with the Incoterms as stated in our documents.

The risk of the sold products and parts transfers to the other party at the time of delivery.

Cancellation

The other party is entitled to cancel the orders placed. Cancellation must be made in writing prior to the agreed delivery date. The other party is obliged to make a payment to us of 30% of the gross sales value of the products on the basis of the cancellation fee within one week from this cancellation. If the other party has not made this payment after one week then we will have the right to inform the other party in writing that we require performance of the concluded agreement. In that event the other party can no longer rely on cancellation.

Payment

Unless agreed otherwise in writing, payment will take place before delivery. Setoff against claims which the other party alleges to have against us is not permitted.

The other party hereby undertakes towards us to pay us on our first request before delivery of the goods to be designated by us.

The other party is not entitled, on the basis of alleged defects of the products and for whatsoever other reason, to refuse or suspend the fulfilment of the other party's payment obligation.

We support payment methods:

       • Estonian bank links: Swedbank, SEB, Luminor, LHV, Coop Pank, Pocopay
       • Finland bank links: Akita, Ålandsbanken, Danske, Handelsbanken, Nordea, Oma Säästopankki, Pohjola, POP Pankki, S-Pankki, Säästopankki
       • Latvia bank links: Swedbank, SEB, Citadele ja Luminor
       • Lithuania bank links: Swedbank, SEB ja Luminor
       • Visa/Mastercard card payments

NB! After using bank link payment method, be sure to click „Return to seller“

Payments are mediated by Maksekeskus AS. Payment takes place outside the Online Store in a secure environment - when paying with a bank link in the secure environment of the respective bank and when paying with a credit card in the secure environment of Maksekeskus AS. The seller does not have access to the customer's bank and credit card details. The Agreement enters into force upon receipt of the amount due to the current account of the Online Store.

If ordered goods cannot be supplied due to out of stock or for any other reason, buyer will be notified as soon as possible and the money paid (incl. Delivery costs) will be refunded soonest, but not later than within 14 days from sent notice.

Complaints

Any complaints with regard to goods delivered by us as well as with regard to invoice amounts must be submitted in writing to us within 8 working days from receipt of the goods, respectively from receipt of the invoice, including precise statement of the facts to which the complaint relates. In the absence of a report the other party will be deemed to have approved and accepted the delivered goods without any reservation. The right to complaint lapses through the (continued) use of the delivered goods.

If it is not reasonably possible to discover the defect within the previously mentioned period, then the other party must complain to us in writing within 8 working days after the other party has discovered the defect or should have discovered this. With regard to defects which are discovered after the expiry of the guarantee period, and in case of uncertainty regarding this, after the passing of one year from delivery, complaints can no longer be made.

Minor, or deviations usual in the sector, and differences in quality, number, measurement or finish, as well as differences in the execution of the work, cannot form any basis for complaints.

Complaints with regard to specified products or with regard to specified work do not affect the obligation of the other party with regard to other products or parts of the agreement.

The products complained about can only be returned when we have agreed to this in writing. Products that are tailor-made by us/our supplier on request of the other party cannot be returned, unless we agree to this in writing. We retain the right to charge return costs to the other party.

Complaints with regard to defects are not accepted if the products have been processed, or if these defects are not reported within the aforesaid periods.

We will be given the opportunity after the complaint to inspect the products, for which the other party will provide full cooperation. It is not possible to complain with regard to products which cannot be inspected by us.

The other party cannot enforce any claim against us with regard to complaints about defects of products as long as the other party has not yet fulfilled any obligation towards us, also if this obligation is not directly related thereto.

Guarantee

If and insofar as nothing has been expressly agreed with regard to the properties of the products to be delivered, the other party can only make a claim on properties which are in accordance with that which is usual in the sector.

Guarantees for new parts and accessories exclusively apply as these are provided by the manufacturer, importer and other suppliers.

Guarantees for used parts and accessories are exclusively provided if and insofar as the agreement determines this.

The claims to guarantee lapse if:

A. We are not given the opportunity to rectify the defects;

B. Third parties have carried out work, without our prior knowledge or permission, which is related to the defect and with regard to the remedying thereof we have carried out work related to which a claim to guarantee is made;

C. The defect is caused by accident, incorrect use, mounting and/or installation of the products delivered by us.

D. By, or on the instructions of the other party, changes have been made to the parts, unless all this has taken place fully in conformity with our advice provided in writing, or after permission in writing has been acquired from us;

E. The other party does not fulfil the agreed payment obligations as well as its other obligations on the basis of the agreement.

The parts delivered as replacement on the basis of this article are again guaranteed subject to the same conditions.

Excluded from the guarantee are:

-          defects  of  materials  or  parts  which  are  prescribed  or  made available by the other party;

-          defects which are the result of designs, drawings, constructions or working methods made available by the other party, or, as the case may be, advice provided by the other party.

Retention of title

The ownership of the products, notwithstanding the actual delivery, only transfers to the other party after the other party has paid all amounts due to us concerning the products delivered or to be delivered by us pursuant to the agreement, or any comparable agreement, as well as with regard to the claims due to failure in the performance of such agreements.

During the period that the ownership of a part has not yet transferred to the other party, but delivery has already taken place, then the other party must keep the part plus hull insured and the other party is not permitted to dispose, encumber, pledge, rent out, give in loan, or make this part available in any other manner to third parties or to transfer this as security to third parties. If the part is sold or transferred to a third party, then the claim which arises on the  basis of the onward supply of the  parts to the third party purchaser, will be pledged in advance without notice to the debtor, for our benefit, and the other party undertakes hereby to cooperate to any registration thereof. If there is accession and/or specification of delivered and/or produced products then there is hereby already a right of pledge established on the product of which our product has become a component part. The other party will indemnify us during aforesaid period against claims by third parties to the goods concerned. The other party is obliged to return the products to us on our first request. If the other party fails in the fulfilment of its payment obligations towards us, or if we have good grounds to fear that the other party will fail in its obligations, then we will be entitled to take back the products delivered by us subject to retention of title on the account of the other party.

The other party is obliged to keep the products delivered subject to retention of title with the necessary carefulness and as recognizably our property.

Data processing

The data of the other party will be processed by us and stored in our systems. We are also entitled to make this data available to third parties. Insofar as it concerns the processing of personal data this is processed within the meaning of the General Data Protection Regulation. Personal  data will  only  be  provided  to third parties  if this  is  required to deliver the service or  when  there is a legal obligation  hereto. We have made agreements with such third parties to make sure that this personal data will not be used for other purposes. We can perform the agreement, fulfil the guarantee obligations towards the other party, provide optimal service and provide the other party with product information and personalized offers in a timely manner on the basis of this processing. If it concerns  the processing of personal data for the purpose of direct mailing, then any objection brought by the other party to us will be accepted.

Confidentiality

The other party shall treat as trade and company secret all business and technical information received from us to the extent that this information is not public knowledge. Information of this nature may only be forwarded for the purposes of the contract to third parties who are bound by an appropriate non-disclosure agreement.

Cookies

We employ the use of cookies. By accessing TurboDrive, you agreed to use cookies in agreement with the Sinitta AS Privacy Policy.

Most interactive websites use cookies to let us retrieve the user’s details for each visit. Cookies are used by our website to enable the functionality of certain areas to make it easier for people visiting our website. Some of our affiliate/advertising partners may also use cookies.

License

Unless otherwise stated, Sinitta AS and/or its licensors own the intellectual property rights for all material on TurboDrive. All intellectual property rights are reserved. You may access this from TurboDrive for your own personal use subjected to restrictions set in these terms and conditions.

You must not:

  • Republish material from TurboDrive
  • Sell, rent or sub-license material from TurboDrive
  • Reproduce, duplicate or copy material from TurboDrive
  • Redistribute content from TurboDrive

This Agreement shall begin on the date hereof.

Hyperlinking to our Content

The following organizations may link to our Website without prior written approval:

  • Government agencies;
  • Search engines;
  • News organizations;
  • Online directory distributors may link to our Website in the same manner as they hyperlink to the Websites of other listed businesses; and
  • System wide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.

These organizations may link to our home page, to publications or to other Website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products and/or services; and (c) fits within the context of the linking party’s site.

We may consider and approve other link requests from the following types of organizations:

  • commonly-known consumer and/or business information sources;
  • dot.com community sites;
  • associations or other groups representing charities;
  • online directory distributors;
  • internet portals;
  • accounting, law and consulting firms; and
  • educational institutions and trade associations.

We will approve link requests from these organizations if we decide that: (a) the link would not make us look unfavorably to ourselves or to our accredited businesses; (b) the organization does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of Sinitta AS; and (d) the link is in the context of general resource information.

These organizations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site.

If you are one of the organizations listed in paragraph 2 above and are interested in linking to our website, you must inform us by sending an e-mail to Sinitta AS. Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URLs on our site to which you would like to link. Wait 2-3 weeks for a response.

Approved organizations may hyperlink to our Website as follows:

  • By use of our corporate name; or
  • By use of the uniform resource locator being linked to; or
  • By use of any other description of our Website being linked to that makes sense within the context and format of content on the linking party’s site.

No use of Sinitta AS logo or other artwork will be allowed for linking absent a trademark license agreement.

iFrames

Without prior approval and written permission, you may not create frames around our Webpages that alter in any way the visual presentation or appearance of our Website.

Content Liability

We shall not be hold responsible for any content that appears on your Website. You agree to protect and defend us against all claims that is rising on your Website. No link(s) should appear on any Website that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.

Your Privacy

Please read Privacy Policy

Reservation of Rights

We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amen these terms and conditions and it’s linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.

Removal of links from our website

If you find any link on our Website that is offensive for any reason, you are free to contact and inform us any moment. We will consider requests to remove links but we are not obligated to or so or to respond to you directly.

We do not ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.

Disclaimer

To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our website and the use of this website. Nothing in this disclaimer will:

  • limit or exclude our or your liability for death or personal injury;
  • limit or exclude our or your liability for fraud or fraudulent misrepresentation;
  • limit any of our or your liabilities in any way that is not permitted under applicable law; or
  • exclude any of our or your liabilities that may not be excluded under applicable law.

The limitations and prohibitions of liability set in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, in tort and for breach of statutory duty.

As long as the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.

Privacy Policy

Your privacy is important to us. It is Sinitta AS' policy to respect your privacy regarding any information we may collect from you across our website, http://www.turbodrive.ee, and other sites we own and operate.

We only ask for personal information when we truly need it to provide a service to you. We collect it by fair and lawful means, with your knowledge and consent. We also let you know why we are collecting it and how it will be used.

We only retain collected information for as long as necessary to provide you with your requested service. What data we store, we will protect within commercially acceptable means to prevent loss and theft, as well as unauthorized access, disclosure, copying, use or modification.

We don’t share any personally identifying information publicly or with third-parties, except when required to by law.

Our website may link to external sites that are not operated by us. Please be aware that we have no control over the content and practices of these sites, and cannot accept responsibility or liability for their respective privacy policies.

You are free to refuse our request for your personal information, with the understanding that we may be unable to provide you with some of your desired services.

Your continued use of our website will be regarded as acceptance of our practices around privacy and personal information. If you have any questions about how we handle user data and personal information, feel free to contact us.


 

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