Sale, Payment and Transfer of Products to the Customery
1. Scope and General Conditions
1.1. These Conditions shall apply to all AEONPUMP offers, all AEONPUMP order confirmations, and all contracts concluded between AEONPUMP and the Customer, as well as to all obligations of any kind, with a particular reference to the sale and delivery of goods, the provision of services and/or the sale, supply, delivery of the pumps, and related products, as well as the liability for the goods sold (hereinafter referred to as “the product”).
1.2. Derogations from these General Terms and Conditions shall apply only if they are expressly agreed in writing between AEONPUMP and the Customer on the non application (limited application) of these Terms and Conditions and other substitute terms and conditions.
1.3. The applicability of any general procurement conditions or other general terms and conditions used by the other party (Customer) is hereby expressly rejected without specific written confirmation from AEONPUMP.
1.4. The products (goods) and services provided by AEONPUMP are limited to professional users only. When ordering products or services from AEONPUMP, the Customer shall certify that AEONPUMP products and/or services are purchased for professional use only, that the Customer shall not be considered as consumer, and shall expressly waive the application of the consumer law, unless otherwise stated in the written transaction of the parties. If the Customer purchases a product or service as a consumer, the Consumer shall inform AEONPUMP before the commencement of order
2. Concepts and Definitions Used
2.1. For the purposes of these Terms and Conditions, the following concepts and definitions shall apply:
2.1.1. AEONPUMP – limited liability company (sabiedrība ar ierobežotu atbildību) AEONPUMP, registered in the Republic of Latvia with the unified registration No. 40203270926, legal address: 29-7 Silmaļu Street, Salaspils, Salaspils municipality, LV-2121, e-mail: firstname.lastname@example.org.
2.1.2. Customer – any natural or legal person, or legal entity who receives an offer from AEONPUMP for the sale or delivery of products, repairs, maintenance and/or (other)
services and/or acceptance of installation operations relating to the pumps and parts thereof, pump systems and/or who submit or confirm an order, shall conclude an contract with the AEONPUMP for the mentioned above, regardless of whether the
communication is effected via paper documents, e-mail notifications, or through the
2.1.3. Terms and Conditions – these general terms and conditions of the transaction regarding the sale of products, transfer of payments and transfer of products to the Customer.
2.2. For the purposes of these Terms and Conditions, ‘in writing’ means by letter or by electronic means (e-mail).
3. Offers and Estimates
3.1. All AEONPUMP quotations, promotional material, estimates, and offers are without obligations and are based on the prices of the products and services for that day and specifications applicable at that moment, and are based on the performance of the contract
with AEONPUMP under normal circumstances and during normal business hours.
3.2. The existence of advertisements, estimates, and general offers shall not confirm the availability of products and the likelihood of the sale until the parties have placed an order.
3.3. All images and descriptions, drawings, catalogues, brochures, price lists, and other information provided with any offer are without obligations. They shall apply only to the
general information of the products and/or services to be supplied. AEONPUMP reserves the right to make changes to this information.
3.4. In any event, AEONPUMP offers shall expire 30 (thirty) days after the date of the offer, unless another period of validity is indicated in the offer. The offers shall be valid for the
country in which the respective Customer is domiciled
4. Entering into a Transaction
4.1. Upon receipt of the order and information, AEONPUMP shall prepare the order confirmation. The order confirmation shall be sent to the Customer who is obliged to confirm it and to send it back to AEONPUMP. Concurrently, if the Customer has any objections regarding the order confirmation, the Customer shall notify AEONPUMP within 3 (three) business days. If the Customer does not notify AEONPUMP of the objections within the
abovementioned time, then it is assumed that the Customer has no objections and AEONPUMP shall consider that the Customer has agreed to the order confirmation and has
approved it for its part.
4.2. The Customer is obliged to actively cooperate and provide in a timely manner all the necessary information related to the necessary product, its specific parameters, or intended use. Without timely instructions and information from the Customer, AEONPUMP is
permitted to produce and sell the product with normal or medium parameters.
4.3. The contract is concluded when AEONPUMP has prepared the order confirmation after the receipt of the Customer’s order or the Customer confirms (does not object) the order
confirmation prepared by AEONPUMP, or when AEONPUMP commences the execution of the order.
4.4. In any case, AEONPUMP has the right to postpone the commencement of execution of the order or to suspend the execution of the order until the full advance payment has been
received from the Customer. The advance payment shall be 50 % (fifty per cent) unless a different amount of advance payment results from the invoice prepared by AEONPUMP.
4.5. Making an advance payment in any case means that the Customer has agreed to the order confirmation and the application of these Terms and Conditions.
4.6. Prior communication and correspondence between the Customer and employees of AEONPUMP, including orally discussed or expressed in e-mails, shall not be binding on
AEONPUMP until such terms and obligations are set out in writing in the AEONPUMP order confirmation, unless such communication relates to the information provided by the Customer to AEONPUMP on the basis of which AEONPUMP has provided the order confirmation.
4.7. Changes or additions to the contract (mutually accepted order confirmation) shall be binding to AEONPUMP only upon written approval of AEONPUMP.
4.8. Additional work is considered to be anything offered and/or performed by AEONPUMP in consultation with the Customer during the performance of the contract in addition to that expressly stated in the contract or order confirmation, or any additional work performed by AEONPUMP, in addition to the activities expressly stated in the contract or order confirmation.
4.9. AEONPUMP is entitled to unilaterally cancel an order previously approved by AEONPUMP if no clear Customer’s order confirmation has been received or the necessary fine-tuning (additional) information is not received. In this instance, there shall be no negative consequences or liability for non-fulfilment of the order to AEONPUMP, however, the advance received (if any, and if not fully or partially withholdable, in relation to the expenses of AEONPUMP for the execution of the order or in connection with the commenced execution of the order).
5. Transfer and Transport of Products
5.1. AEONPUMP sells and delivers products on the ex-works basis at the AEONPUMP plant at 42 Dārznieku Street, Ķekava, Latvia. Another place of transfer or delivery shall be deemed to be contracted if explicitly approved by AEONPUMP.
5.2. AEONPUMP notifies the Customer of the readiness of the products (equipment) for a transfer to the Customer or the intended transport company. The Customer is obliged to purchase and accept the products at the moment AEONPUMP has declared of being ready for the transfer of products. If the Customer refuses to accept the products or does not provide the information or instructions necessary for the delivery, the products are stored at the expense of the Customer and at the Customer’s risk (the Customer is also responsible for the risk of an accidental occurrence). In this instance, the Customer shall bear all additional costs, including storage costs, at the tariffs of the storage service provider selected by AEONPUMP or of AEONPUMP.
5.3. If the Customer does not accept finished products for more than 60 (sixty) days, AEONPUMP is entitled to unilaterally terminate the contract, without prejudice to the right 3 to claim full compensation for the costs incurred and/or damage or loss suffered (including possible loss of income). In this instance, the advance paid by the Customer (purchase price or any part thereof for the products) is not reimbursed to the Customer and is retained by AEONPUMP.
5.4. With the acceptance of the products (transfer to the Customer, the person indicated by the Customer or the transport company), but not later than on the day that the AEONPUMP has declared of being ready for the transfer of products, the entire risk of storage and preservation of the products, including the risk of accidental occurrence, is transferred to the Customer. The risk transfer rules shall also be applied when partial deliveries are made or if AEONPUMP has undertaken to provide additional services. 5.5. If the parties during the order confirmation have agreed on other delivery conditions, the Customer is obliged to purchase and accept the products at the time of delivery in accordance with the confirmed order, applicable Incoterm and as set forth in these Terms and Conditions.
5.6. If the delivery has been contracted and it shall have a specific purpose or special terms, the Customer shall clearly and unambiguously indicate these requirements in the order submitted to AEONPUMP for approval. AEONPUMP is obliged to comply with foreign regulations regarding packaging, weighing, and customs only if the Customer or carrier has provided detailed information regarding the requirements to AEONPUMP in a timely manner. Additional expenses arising from additional requirements shall be covered by the Customer.
5.7. The timeframe for delivery (receipt) of products or equipment is approximate and shall never be considered as final deadline. The estimated time limit for delivery shall run from the last day on which the following conditions are met:
5.7.1. the day of conclusion of the contract (mutually agreed order);
5.7.2. the date on which AEONPUMP receives the documents, information, technical specification, approval, authorisations, etc., necessary for the performance of the task or the manufacture of the products;
5.7.3. the date on which the AEONPUMP receives the full amount of the expected advance payment;
5.7.4. the date of completion of the formalities required to commence work.
5.8. The delay of AEONPUMP shall not be deemed to be the case when the delivery time has been exceeded until the Customer has notified in writing of the delay of AEONPUMP, where AEONPUMP shall been given sufficient time for execution, however, AEONPUMP
continues to delay the performance without legitimate reason.
5.9. Delivery time is based on working conditions at the time of conclusion of the contract and on timely delivery performed by the AEONPUMP suppliers. If the delay is due to the changes in working conditions, delays by suppliers or delays in the delivery of components, or due to
other circumstances other than the direct responsibility of AEONPUMP, the delivery time will be extended as necessary without the liability of AEONPUMP for delay or losses.
5.10.With the notice of the readiness of the products (equipment) given by AEONPUMP for delivery to the Customer, the AEONPUMP shall be deemed to have fulfilled its obligations regarding the sale of the products and readiness for the transfer, unless a specifically defined
different transfer regulation results from an order approved by the parties. Accordingly, the sale (delivery) deadline shall be deemed to be met if the readiness for transfer or shipment has been notified before its expiry date.
5.11. At the transfer of products, appropriate transfer or transport documentation is drawn up. If the Customer has appointed the transport company or a third party to receive the products, then the Customer shall be bound by the document signed by these persons regarding acceptance
of the products.
5.12.The Customer shall not have the right to refuse acceptance of the products or acceptance of delivery due to insignificant deviation or deviation in quantity, regardless of other Customer’s rights arising from these Terms and Conditions. The Customer has the right to refuse acceptance only if the defect renders the normal and/or contractual use of the products impossible and/or significantly reduces its value. In the case of defects in the equipment, which do not give ground for the refusal of acceptance, acceptance shall be made with the remark that the defects are remediable.
5.13.The Customer shall independently provide all necessary permits for the export, import, transport, and use of products and/or services, including providing the institutions and persons involved with truthful information regarding the purchase transaction and the intended use of the products. The Customer shall inform AEONPUMP in advance if the receipt or necessity of such permits may affect the purchase or acceptance of the products.
5.14.Without prejudice to other terms and conditions concerning the extension of the delivery time of the products, this period shall be extended for the period arising to AEONPUMP since the Customer has not fulfilled its obligations, or in relation to the fulfilment of the order, there
will be required cooperation with the Customer (including receipt of information, confirmations, approvals, or clarifications) until such cooperation from the Customer is fully received.
5.15.The Customer is entitled to terminate the contract only if the announced or extended delivery time has exceeded (delayed) for more than 16 (sixteen) weeks, except in cases, when the delay is caused by force majeure or by the delay of the Customer. However, upon termination of the contract, the Customer shall not be entitled to fines or compensation for damages.
5.16. Surpassing the delivery time, for any reason, shall not give the Customer the right to perform the contract by themselves or by instructing a third party to perform the contract without the approval of AEONPUMP or without the approval of the competent court.
5.17.The transfer or delivery of part(-s) shall be permitted and may not be refused or declined by the Customer. The related additional freight costs (if the delivery is agreed upon) are AEONPUMP costs unless the delivery of parts takes place at the Customer’s request or is not provided for in the confirmed order.
5.18. AEONPUMP products are packaged in accordance with the requirements of routine movements and usual business practice. Any additional or special packaging shall be carried
out by the Customer, or if previously agreed, it may be carried out by AEONPUMP at the expense of the Customer.
5.19. AEONPUMP shall not accept returns unless AEONPUMP has given its express consent in writing. The return of pumps and other products shall be at the expense and risk of the Customer. In the case of pump returns used for the pumping of caustic or other hazardous
substances, or in the environment which may be dangerous or contaminated (radiation exposure, strong odour, etc.), the nature of the substance shall be clearly indicated with the
specification and warning, as well as AEONPUMP shall be warned in advance regarding the return.
5.20.It is stipulated that the penalty for delay of the delivery time shall replace any right to compensation of damages and the compensation of damages shall be included in the
contractual penalty. Such contractual penalty shall not exceed 0.5% of the part of the order, the execution of which has been delayed for each and every full week of delay, in total not exceeding 5% of the price of the delayed part of the order. Such penalty shall not be payable if the delay in delivery is the result of force majeure, or the delivery period originally provided for has been extended in accordance with these Terms and Conditions.
5.21.The Customer has the right to insure the products at their own expense.
5.22. AEONPUMP is also entitled to make improvements in the operation of products (e.g., in case of factory cancellations) after handing over the products to the Customer on its own initiative, including the development and update of product management and operations
software and product components. Contracting Parties shall cooperate with each other so that improvements in the operation of products or software updates have as little impact as possible on the Customer’s normal commercial activities.
6. Payment Procedure
6.1. Unless expressly stated otherwise in writing, payment shall be made within 14 (fourteen) days of the invoice date to the AEONPUMP bank account. The date of payment shall be
deemed to be the date, on which the AEONPUMP bank account is credited.
6.2. In case of doubt, the Customer verifies with AEONPUMP the correctness of the payment details indicated in the invoice.
6.3. In the case of partial transfer or delivery, AEONPUMP shall have the right to invoice the transfer or delivery of each part separately. AEONPUMP is entitled to charge for the delivery of the part before the remaining delivery.
6.4. If the Customer fails to fulfil its payment obligations in a timely manner and the delay exceeds 30 (thirty) days, AEONPUMP is entitled to terminate the contract by unilaterally cancelling the confirmed order, without prejudice to the AEONPUMP’s right to compensation.
6.5. AEONPUMP prices shall be indicated, and payment shall be made in euro (EUR) if there is no direct indication of the use of another currency.
6.6. If AEONPUMP and the Customer have agreed on the price in a currency other than euro (EUR), the exchange rate of the euro set by the bank of AEONPUMP on the day of confirmation of the order shall be applied.
6.7. AEONPUMP shall indicate ex-work prices at the AEONPUMP plant at 42 Dārznieku Street, Ķekava, Republic of Latvia (EXW, in accordance with Incoterms in force on the day of conclusion of the contract).
6.8. In addition to the prices indicated, the value added tax (VAT) is payable at the applicable rate.
6.8.1. In respect of supplies within the European Union, the Customer shall, in good time before the confirmation of order, submit to AEONPUMP full particulars of the undertaking (name, registration number, address) and its VAT identification number, as well as a document (certificate) certifying the registration of the VAT payer to prove the non-application of value added tax. The Customer is obliged to immediately after the acceptance of the goods from the Seller submit to the Seller the transport document certifying the export of the goods from the Republic of Latvia. In case of incomplete information, failure to submit documents in a timely manner or any uncertainties, AEONPUMP is entitled to additionally charge VAT.
6.8.2. For the sale of goods, where the Customer buys them outside the European Union, before the confirmation of order, the Customer shall submit to the AEONPUMP full particulars of the undertaking (name, registration number, address), its VAT identification number, a document (certificate) certifying the registration of the VAT payer and indicate the intended country of destination, to which the goods shall be exported. In respect of sales (including supplies) outside the European Union, the AEONPUMP is entitled to subsequently calculate and require the Customer to pay the statutory amount of taxes if the Customer does not provide the AEONPUMP with appropriate evidence of export (appropriate customs declaration and transport documents) in a timely manner, but not later than within a month.
6.9. All taxes, duties, and fees related to the execution outside the Republic of Latvia shall be paid by the Customer. If AEONPUMP has paid such payments, the Customer shall reimburse the AEONPUMP expenses for the abovementioned costs.
6.10. Price indication (including on the website, during the communication, in offers, and promotional leaflets) is always without obligations and is made only based on the prices applicable at the time. Prices expressed may not be invoked by other parties in legal proceedings, nor shall they be relied upon until both parties have confirmed the order.
6.11.If one or more cost drivers increase after the conclusion of the contract (order confirmation), but before the transfer (or delivery), such as but not limited to increased duties and/or taxes, wages, supplier prices, transportation prices, VAT, or currency fluctuations, even if this is due to foreseeable circumstances, AEONPUMP is entitled to unilaterally increase the agreed price accordingly.
6.12.The prices and product availability indicated on the website and in the AEONPUMP offers may contain clerical, calculation, or programming errors. For these reasons, it is essential to harmonise and approve the offer on a reciprocal basis.
6.13. Samples, examinations, expert involvement, and drawings of products may only be available for an additional fee, unless it is expressly stated that they are included in the offer and the intended contract deliverable. If new drawings, calculations, descriptions, models, or tools, etc. are to be made or used by AEONPUMP in case of possible reordering, an additional fee shall be charged.
6.14. Packaging is not included in the price and shall be paid for separately, except for packaging films or other lightweight packaging. Return of packaging waste, if agreed in writing, is not included in the price, and shall be calculated separately.
6.15.Costs for loading and unloading raw materials, semi-finished products, models, tools, and other products, as well as for transportation of raw materials, semi-finished products, tools, and other products made available by the Customer are not included in the price and shall be charged separately. The abovementioned costs, which are covered by AEONPUMP, are considered as an advance payment at the expense of the Customer; therefore, AEONPUMP is entitled to deduct or collect these costs at a later date.
6.16.If AEONPUMP has agreed with the Customer on the assembly of the product, the price shall be calculated by including the assembly of the product and the delivery of the final product at the place mentioned in the offer and including all costs except for costs not included in the price in accordance with the preceding clauses. Costs incurred by AEONPUMP due to non- compliance or waiting due to unsuitable weather conditions shall be covered and paid by the Customer.
6.17.The Customer shall bear all costs which may not be foreseeable, in particular the cost of the fact that, for any reason, the assembly cannot be carried out during the normal daytime, as well as travel and subsistence costs, in so far as these costs are not included in the price.
7. Assembly and Installation
7.1. The order confirmation shall not include the obligation of AEONPUMP to assemble, install, mount, or launch products, unless it has been specifically stipulated and specified as a separate service.
7.2. The Customer independently assembles, installs, or launches products purchased from AEONPUMP, in accordance with the instructions of AEONPUMP and the conditions of use of the products (equipment). The Customer shall ensure that the products (equipment) are properly operated in accordance with the instructions and recommendations of the manual and AEONPUMP.
7.3. In the event that the parties have agreed that AEONPUMP or its authorised distributors (personnel) carry out the installation, assembly, or launch of the products, the Customer shall at its own expense and at its own risk ensure that:
7.3.1. AEONPUMP personnel may, as soon as they reach the installation site, commence, and continue working during normal business hours and, in addition, if deemed necessary by AEONPUMP outside normal business hours provided that AEONPUMP has informed the Customer in good time whether such a need has arisen;
7.3.2. access and supply routes to the installation site are suitable for the necessary transport;
7.3.3. the intended place of installation is suitable for storage and assembly, and the necessary lockable storage facilities for materials, tools, and other products are available;
7.3.4. lighting and the required power supply are available;
7.3.5. necessary and ordinary support personnel, auxiliary equipment, consumables, and industrial materials (including fuels, oils and lubricants, cleaning materials and other consumables, gas, water, electricity, steam, compressed air, heating, lighting, etc.), as well as measuring and testing equipment normally used by the Customer’s enterprises shall be at the disposal of AEONPUMP at the proper time and place free of charge;
7.3.6. the necessary equipment is available, as provided for in local laws and the contract, as well as adequate safety is ensured for the personnel at the workplace;
7.3.7. all necessary safety measures and precautions have been taken and maintained, as well as all measures have been taken and are being maintained to ensure compliance with the applicable laws relating to assembly/installation;
7.3.8. the items shipped at the beginning of and during the assembly are located at the intended place of assembly and are in full package.
7.4. Losses and costs arising from non-compliance with the conditions set forth in this Chapter or infringement shall be at the Customer’s expense and risk.
7.5. AEONPUMP has the right to outsource installation and assembly or other related works to a third party.
8. Drawings, Intellectual Property, and other Related Aspects
8.1. The particulars referred in the estimates, product descriptions, catalogues, diagrams, drawings, pictures, drawings, scales and measurements, etc. shall be binding only if and as far as they are expressly included in the offer approved by both parties or in the signed contract.
8.2. AEONPUMP offer, as well as drawings, calculations, software, descriptions, models, tools, etc. produced or provided by AEONPUMP shall remain the property of AEONPUMP, including the related intellectual property rights, regardless of whether they are subject to a charge. The information contained in all above-mentioned documents or information underlying production and construction methods, products, etc., shall remain the exclusive
property of the AEONPUMP, even if it is subject to a charge. The Customer shall guarantee that this information, apart from the performance of the contract, will not be copied, presented to third parties, disclosed, or made available to third parties in any manner other than with the written permission of AEONPUMP.
8.3. The Customer undertakes to ensure that the protection of the intellectual property of AEONPUMP is respected; moreover, the use of the purchased products for reverse engineering, reverse design purposes, as well as for the purpose of creating similar products, copying them, or acquiring and imitating ideas, techniques and solutions applied by AEONPUMP in the product, or any part of the product is prohibited.
8.5. The Customer and further owners of the products shall not remove the accompanying documents and software manufacturer’s information from the products, by obscuring patent, copyright, or other intellectual property references, or change this information without the prior written consent of AEONPUMP.
8.6. If the product is moved or used in a country or territory other than the original territory where AEONPUMP has sold or supplied it, the Customer and the further owners of the products are responsible for the compliance of such action with the patents, designs and other intellectual property rights of other persons valid in the respective country or territory. Before moving the products, the Customer or the owner of the products shall verify the patents and designs
valid in the respective country or territory and shall assume responsibility if the movement or use of the products infringes the intellectual or industrial property rights of any third party.
9. Incorrect or Incomplete Information and Consequences
9.1. AEONPUMP is entitled not to perform or continue the performance of the task or contract (including unilateral cancellation of the order), or continue to fulfil the order under other conditions or other product specification, if it appears that the information provided by the Customer, which is important for the execution of the order or contract is incorrect and/or incomplete, or in case the Customer does not provide additional clarifying information in a timely manner.
9.2. In case the Customer has not provided objections or clarifying information within 3 (three) business days after the relevant AEONPUMP notification, AEONPUMP is entitled to make changes to the product specification that are binding on the Customer. In such case, the Customer is not entitled to refer to the non-conformity or unsuitability of the products.
9.3. If AEONPUMP cancels or postpones the performance of the contract (confirmed order) in the cases referred to in the said Chapter, AEONPUMP shall be entitled to claim compensation for all costs, additional materials, and work, increase in costs, or losses incurred.
10. Inspections and Commissioning Tests
10.1.The Customer shall check the received products and their operation within 5 (five) business days after the acceptance (delivery). If the parties have agreed that AEONPUMP is assembling and installing the products, this period shall run from the moment of installation. If this period has passed and the Customer has not submitted a written claim with justifiedcomplaints to AEONPUMP, the products shall be deemed to have been received andaccepted in good and contractual condition.
10.2.If the parties have agreed in writing that an inspection of commissioning is being carried out, the Customer shall give AEONPUMP the opportunity to perform the necessary tests, as well as to make any improvements and changes that AEONPUMP deems necessary. The inspection of the putting into service of the products shall take place immediately upon the request of AEONPUMP in the presence of the Customer. If the inspection of the putting into service has been carried out without a specific and justified complaint, as well as if the Customer does not fulfil the above-mentioned obligations, the products will be considered accepted and in conformity with good and contractual condition.
10.3.If the parties have agreed in writing that an inspection of the putting into service is being carried out, the Customer shall ensure at his own expense that an equivalent environment is ensured, as provided for in Clause 7.3 of the Terms and Conditions, as well as the conditions necessary for the inspection (test) are ensured to simulate conditions as close as possible to the intended work of the equipment.
10.4.If a product has defects which do not affect or only slightly affect its intended use, the product shall be deemed to have been accepted notwithstanding those defects, given that the defects shall not prevent normal use. AEONPUMP shall address such deficiencies as soon as possible.
10.5.Without prejudice to the obligation of AEONPUMP to fulfil its warranty obligations, acceptance of the product in accordance with this Chapter excludes any claim or request of the Customer regarding the conformity of the product or violation of the obligations of AEONPUMP.
10.6. AEONPUMP may also sell products that are not certified for use on the relevant market, therefore, unless tacitly stated in a separate statement of AEONPUMP for the product in question, it is not tacitly accepted that the product has been certified or bears the conformity marking, therefore, the Customer undertakes the necessary certification and attestation of conformity , if such would be necessary for the operation of the product.
11. Reservation and Transfer of Title
11.1. AEONPUMP shall reserve the title of all products (equipment) sold or delivered to the Customer by AEONPUMP until the Customer fully pays for the products, as well as has fulfilled all its payment obligations under these Terms and Conditions and until the Customer has met the AEONPUMP’s requirements for the fulfilment of such obligations.
11.2. Until the Customer has acquired ownership rights to the products, the Customer is not entitled to pledge, alienate, encumber the products with other property or liability rights, as well as transfer them to the third parties for use or possession.
11.3.In the event that the Customer has not fulfilled all payment obligations but the products have already been transferred, and an application is submitted (or proceedings are initiated) regarding the insolvency, bankruptcy, liquidation, or legal protection of the Customer, or the products are transferred or taken over by a third party, AEONPUMP has the right (but not the obligation) to take back the delivered (transferred) but not yet paid products that products are the property of AEONPUMP without warning and court intervention.
11.4.If the Customer has not fulfilled all payment obligations, but the products have already been delivered, and AEONPUMP has previously sent an appropriate warning, AEONPUMP is entitled (but not obliged) without the intervention of the court to take back the products delivered (transferred) but not yet paid in its possession, which are the property of AEONPUMP. The Customer is obliged to return such products to AEONPUMP.
11.5.The Customer is obliged to inform all involved persons in a timely manner, including the Administrator of Insolvency Proceedings, law enforcement officer, liquidator, manager, other creditors, or third parties, if the products located with the Customer are the property of AEONPUMP.
12. Payment Default
12.1.In addition to the cases specified in the applicable legislation, the Customer shall be deemed not to have fulfilled and/or will not fulfil its obligations if:
12.1.1. The Customer is in a state of insolvency or liquidation;
12.1.2. The economic activity of the Customer is suspended, discontinued, or terminated;
12.1.3. The Customer has applied for legal protection or requested other equivalent interim measures, which may lead to a suspension of payment or recovery;
12.1.4. Imposition of any legal claim on the Customer’s assets by a third party.
12.2. For each day of late payment, the Customer shall pay AEONPUMP contractual default interest of 0.1 % (one tenth of a percentage point) per day of the outstanding amount.
12.3. Any payments made by the Customer shall first be credited to the interest and costs and only then applied to cover the principal amount of the invoice.
12.4.If the Customer does not agree with the invoice sent by AEONPUMP, or the Customer has other objections, the Customer shall inform AEONPUMP thereof in writing within 5 (five)
days after the date of the invoice, indicating the reason for the objections. If there is none, the Customer shall be deemed to have accepted the invoice.
12.5. Offsetting of any Customer’s money claims with the amount indicated on the AEONPUMP invoice is possible only with the separate consent of AEONPUMP.
12.6.The products and materials transferred by the Customer to AEONPUMP shall be deemed to have been transferred to AEONPUMP as a possessory pledge ensuring the fulfilment of the Customer’s payment obligations towards AEONPUMP, with the right to sell it at a free price
in case of late payment. In any event, the products and materials referred to in this clause may be used, processed, supplemented, and used in production by AEONPUMP in accordance with the intended purpose.
12.7.The AEONPUMP shall be entitled to require full or partial prepayment or security if deemed necessary by AEONPUMP. This security or prepayment may be requested by AEONPUMP at any time both before the order is confirmed and during its execution.
12.8.If this security or prepayment is not provided in accordance with the requirements of AEONPUMP, AEONPUMP is entitled to suspend the performance of the contract and order,
as well as unilaterally terminate the contract by cancelling the order. In such an event, AEONPUMP’s right to remuneration or compensation for the works performed and to be compensated for damage suffered shall not be reduced.
13. Customers Registered on the Website
13.1. A user account with individual access properties (username and password) may be created for the Customer on AEONPUMP website. The Customer shall keep the access details to the user account confidential so that they do not become available to third parties. User accounts and access details shall only be used by that registered user.
13.2.The Customer shall ensure that the user, who handles the account linked to the Customer on AEONPUMP website, is authorised to express binding assurances and confirmations on behalf of the Customer. Communication made in the relevant user account is binding on the Customer.
13.3. AEONPUMP is entitled to send (make available) notices related to the performance of the contract or the use of products to the Customer’s account.
13.4. As soon as the Customer becomes aware or has reason to believe that the username and password have been misused or have become known to unauthorised persons, the Customer shall immediately inform AEONPUMP, as well as take measures to cancel or recover these access details.
14. Data Processing
14.1. Products (products) sold by AEONPUMP may be equipped with functions that allow data of a particular equipment other than personal data to be transferred or made available to the Customer and/or AEONPUMP and/or its suppliers. In some cases, functionality may allow access to such data via the AEONPUMP website, databases, or other electronic means. The AEONPUMP reserves the right to charge for service contracts also when it was originally
included in the supply.
14.2.By confirming the order, the Customer shall grant the authorisations and permissions to AEONPUMP and relevant service providers to collect, store, and use the data generated by the equipment. The Customer acknowledges and agrees that AEONPUMP will collect information regarding the products related to the Customer, including information regarding the operation and use of such products, as well as will provide information to any other party in relation to the services provided by AEONPUMP to the Customer. The Customer hereby
irrevocably grants AEONPUMP and its selected service providers unlimited rights and license to collect, store, and use equipment data to perform its services, including to assess equipment depreciation and damage, to develop equipment and to assess the validity of warranty obligations.
14.3.Equipment data can be used by AEONPUMP and its service providers for internal business purposes, analysis, and improvement of services and products. The Customer hereby acknowledges and agrees that AEONPUMP may disclose the data of any equipment to the relevant third parties.
14.4. AEONPUMP cannot guarantee that their services will be provided without interruption, time, safety or without errors, or will operate without data loss or interruption. In certain extreme circumstances, when services are expected to be unavailable for a longer period, AEONPUMP reserves the right to discontinue the provision of equipment data services within 30 (thirty) days of receipt of written notification.
14.5.Equipment (products) data services apply only to products that are part of AEONPUMP approved regions/countries and specific products. The Customer shall use equipment that has data processing functionality only with the intended services provided by AEONPUMP.
14.6. Not only AEONPUMP, but also service providers located outside the country of residence of AEONPUMP may have access to the equipment (product) data, so the equipment data may be processed, transferred to and from, and stored on servers located in other jurisdictions where data protection laws may provide for other regulations, such as the laws governing the contract between AEONPUMP and the Customer. The Customer is aware of and agrees to such transfer of the equipment data, as well as undertakes to inform any third parties who
may be affected by the processing of such data as a result of the use of the equipment.
14.7. AEONPUMP or its service providers shall not in any case be liable for any indirect, incidental, punitive, specific, or consequential damages, including, but not limited to, property loss, loss of revenue or loss of profit, downtime or loss of business, loss of data directly or indirectly linked to the use or inability to use data services of AEONPUMP equipment, erroneousness or loss of data. The joint responsibility of AEONPUMP and its service providers for the requirements for equipment data services provided to the Customer or the user of the equipment shall not exceed the amount, if any, actually paid by the Party for access to and use of the equipment data services during the three-month period immediately preceding the event that generated the claim.
14.8. Any claims or claims related to the equipment data services shall be submitted to AEONPUMP no later than within 20 (twenty) days from the moment of service disruption or impossibility to use the equipment.
14.9. The parties are duly informed and do not object to the processing of personal data for the purposes of performance of the contract, including for the purposes to ensure the recording of the transaction, the remittance transfers, the fulfilment of obligations and the protection of their interests during the limitation period. Since the Parties are performers of economic activity (professional user and manufacturer, seller), the purpose of the processing of
personal data is related to the processing of data of performers of economic activity (including the processing of data of members and representatives of the board of directors of the legal persons).
14.10. The parties shall ensure that all their employees and any person who processes personal data in the performance of the contract is committed to the confidentiality of personal data and that this obligation is of unlimited duration.
14.11. The Parties shall confirm that in their activities each will continuously comply with the personal data protection rules applicable, including the introduction of adequate technical and organisational measures for the protection of personal data.
15.1.Without prejudice to the imperative liability required by law, AEONPUMP shall grant its manufactured products (products) a warranty for at least 12 (twelve) months from the date on which the product was ready for acceptance, guaranteeing that it will be free from material or manufacturing defects, which would cause unfitness for its intended purpose. The terms and precise duration of the warranty are set out in the AEONPUMP Warranty Book for the respective product.
15.2. Slight deviations from the original condition of the products shall not entitle the products to be repaired or replaced.
15.3. Upon a warranty event, AEONPUMP may, at its sole discretion, repair the defect of the product or replace the delivered product free of charge. If AEONPUMP shall choose to repair the product, all defects covered by the warranty AEONPUMP will rectify by repairing or replacing the defective part, or by sending the necessary spare part to the Customer, at the discretion of AEONPUMP.
15.4.Replaced (substituted) parts under the warranty procedure shall be transferred to the ownership of AEONPUMP.
15.5.Repairs or replacement of parts (components) under the warranty shall not extend the total warranty of the products.
15.6.The Customer shall cover all transport costs for sending the products for AEONPUMP inspection and warranty repair, as well as the transport costs to the Customer after carrying out the warranty repair or inspection. The cost of transportation of replaced (replaceable) parts of products shall be covered by the Customer. Transport shall be organised by the Customer and the Customer shall be responsible for the preservation of the products during the transportation.
15.7. All costs more than the warranty obligation as described hetero, such as, but not limited to, travel and accommodation costs, as well as downtime or replacement costs, shall be borne by the Customer, unless otherwise agreed in writing in advance.
15.8.The warranty or other liability of AEONPUMP shall not cover defects or inconsistencies which are caused, in whole or in part, by:
15.8.1. failure to comply with the operating and maintenance instructions or technical specifications;
15.8.2. the use of the products other than the intended normal use or misuse;
15.8.3. wear and tear and ordinary depreciation (including gaskets, blades and other wearsensitive parts or spare parts);
15.8.4. assembly/installation, repair, alteration, or alteration of products by third parties (including access, adjustment, or modification of the product in the control module or software);
15.8.5. inappropriate use of equipment/alternative materials, inappropriate, to AEONPUMP unknown environmental, chemical, or electrical effects;
15.8.6. the application of any official standards or rules concerning the type or quality of materials used;
15.8.7. used materials or parts of products requested to be used or supplied by the Customer (or supplied on behalf of the Customer);
15.8.8. working methods and structures specified by the Customer;
15.8.9. parts acquired by AEONPUMP from third parties to the extent that such third party has not provided a warranty to AEONPUMP.
15.9. AEONPUMP may unilaterally waive the warranty obligation in respect of the products if the Customer has not fulfilled its obligations.
15.10. AEONPUMP is entitled to disassemble the product submitted for examination of warranty obligations or claims, to subject it to testing, as well as to implement the necessary actions, and to perform the clarification and recording of the causes of defects. The Parties shall be bound by the circumstances identified by AEONPUMP when testing or dismantling the product or installation.
15.11. The Warranty shall not be valid if the Customer without the prior written consent of AEONPUMP performs or arranges the dismantling, repair or other equivalent operation of the Products including activities, which prevent AEONPUMP from subsequently performing a reliable clarification of the cause of the defect.
15.12. Complaints regarding immediately detectable defects shall be submitted in writing, filling in the complaint application form as soon as possible after the detection of defects, but no later than within 10 (ten) business days. Complaints about defects that are not immediately apparent shall be submitted in writing as soon as possible after their detections, but no later than 10 (ten) working days after identification. Complaints shall be duly substantiated (accompanied by photographs and other evidence). If the above deadlines are not met or the
product is allowed to continue to be operated with the defect, the AEONPUMP may unilaterally waive the warranty obligation.
15.13. The Customer shall immediately deliver the AEONPUMP product, in respect of which the Customer has filed the complaint. If the product is not delivered and handed over to AEONPUMP on time, the complaint shall be declared unfounded, and the warranty obligation shall cease to be valid.
16. Force Majeure and COVID-19
16.1. AEONPUMP shall not be liable for failure to fulfil its obligations if caused by circumstances beyond control of AEONPUMP (force majeure), including, but not limited to, natural disasters, accidents, epidemics, wars, threats of war, war-like conditions, insurrection, threats of civil war, riots, military or civil coups, blockades, embargoes, lockouts, strikes, fires, floods, hurricanes or other storms, earthquakes, landslides, lightning, inability of suppliers to fulfil their obligations, inability of carriers to fulfil their obligations, general shortage of working materials, major transport accidents, damaged stocks of raw materials or re production of major parts for reasons outside the scope of AEONPUMP, as well as for the regulations, laws, orders, decisions, and other regulatory enactments issued by the state authorities, administrative and local government institutions. Mass illnesses (e.g., pandemics) also constitute force majeure if more than 40 % of AEONPUMP employees directly involved in the production of ordered parts, products, or services become ill.
16.2.In the event of a delay in the completion of the products (equipment) or parts thereof or the performance of services due to force majeure, or for this reason, the work shall be terminated, AEONPUMP shall inform the Customer thereof as soon as possible. In the event of force majeure, AEONPUMP shall, at its discretion, have the right to suspend the performance of the contract until the force majeure situation expires, extending the time limits for performance or, if the contract has not been performed, unilaterally terminate the contract in whole or in part, without being obliged to pay any compensation or damages.
16.3.In the event of suspension of obligations, as well as termination of the contract, AEONPUMP is entitled to demand immediate payment for the raw materials, materials, components, other products, and time already processed and used in production for the performance of the contract by AEONPUMP.
16.4. Having regard to the Covid-19 (SARS-CoV-2) infectious disease and the unforeseeable consequences of its possible mutations and the associated restrictions, the Parties are aware that there may be interruptions in supply chains, quarantine conditions for the workers and supplies of products (parts), border restrictions, as well as restrictions on movements applicable to countries or regions, or transit routes, as well as other difficulties related to the production and delivery of products. All contracts entered into by AEONPUMP, and order
confirmations made shall be subject to the condition that all deadlines and their forecasts set by AEONPUMP are approximate, are in line with the forecasts at the time of their expression and shall not be binding on AEONPUMP in the event of the relevant enforcement difficulties. AEONPUMP undertakes to provide the Customer with information regarding delays and reasons for the delays, as well as to coordinate with the Customer the measures that could accelerate the fulfilment of AEONPUMP’s obligations.
17. Liability and Limitations
17.1. AEONPUMP dissociates itself from any liability that may arise from the pre-contractual relationship or the reliance of the potential Customer on specific prices, availability of products or delivery terms. AEONPUMP’s obligations regarding the availability and prices of certain products arise only from a mutually agreed and non-cancelled order.
17.2. AEONPUMP shall not accept any responsibility for its obligations, except as provided for in the applicable warranty terms, including exclusion of the liability for losses not incurred in the product either.
17.3. AEONPUMP shall be liable under the Terms and Conditions only if the loss arises from nonperformance of obligations for the following reasons: intention and gross negligence of AEONPUMP; harm to life or health is blameable; defects which were intentionally hidden or if AEONPUMP directly guaranteed that there was no such defect; arises from liability for the product within the scope of the warranty obligations; in cases where liability is based on mandatory statutory or regulatory provisions.
17.4. AEONPUMP liability for indirect and incidental loss or damage, insignificant loss or damage, business delay losses, loss of profit, environmental damage, loss, or damage caused by liability to third parties (including delay or impossibility of performance of other contracts) is excluded.
17.5.If, notwithstanding the Terms and Conditions, AEONPUMP has any liability for any reason, this liability is limited to (1) the loss normally expected in the contract and (2) an amount equal to the net invoice value of the products concerned, provided that AEONPUMP shall be liable only to an amount equal to the invoice value of each confirmed order (whichever is the
lesser). Several related events causing loss or damage shall be treated as a single case/claim.
17.6.The responsibility of AEONPUMP for erasure of data is limited to the expenditure that would have been necessary for their renewal if the Customer had duly backed the data up.
17.7.The Customer shall bear all costs related to the objections to third parties in respect of losses for which the liability of AEONPUMP is excluded or limited.
17.8. AEONPUMP undertakes to ensure the security of the user of the website, to the extent possible, but in no case may be liable for any loss or damage caused using the website, and for any loss or damage caused by the third parties abusing the website or payment system.
17.9. AEONPUMP, apart from intent and gross negligence, shall in no way be liable for any loss or damage resulting from the inaccuracy and/or incompleteness of the content of the website, the use of the website (incorrect or otherwise) and the provision of incorrect information by the Customer.
17.10. AEONPUMP shall not be materially or otherwise responsible for the interference with and/or damage to, and/or leakage of information (‘hacking’) of software related to the products or their activities resulting from:
17.10.1. acts and/or omissions of third parties;
17.10.2. the effects of ‘computer viruses’;
17.10.3. result or influence of services provided by other persons;
17.10.4. the customer or owner of the products’ lack of the opportunity to timely rectification of deficiencies and update of software;
17.10.5. non-compliance with the operation instructions of AEONPUMP.
17.11. Any claims shall be submitted to AEONPUMP no later than 1 (one) year from the date of acceptance of the products, unless the mandatory statutory or regulatory provisions provide for a longer limitation period.
18. Suspension and Cessation of Performance and Production
18.1.If the Customer fails to fulfil, unduly fulfils or fails to fulfil in a timely manner the obligations arising for the Customer under the contracts, confirmed order or Terms or Conditions; or if there are reasonable grounds to believe that the Customer is not or will not be able to meet its obligations to AEONPUMP; or in case of insolvency, liquidation, suspension of the Customer’s activities or bankruptcy; or in the event of suspension or deferral of payment, AEONPUMP has the unilateral right to defer execution of any order or terminate the contract, without AEONPUMP being obliged to pay any compensation, without
prejudice to other rights of AEONPUMP which it may also have in connection with the termination of the contract.
18.2. All requirements of AEONPUMP for the already performed part of the contract (or order), as well as any loss or damage resulting from the suspension, extension, or termination of the contract, confirmed order, including storage costs of raw materials, materials and spare parts reserved, processed, or used in production, as well as profit losses, shall be paid immediately, but not later than within 10 (ten) days of the relevant AEONPUMP notification.
18.3.If due to the Customer’s fault or actions (failure to act) the contract is terminated or the confirmed order is cancelled, AEONPUMP shall retain the paid advance (purchase price or part thereof), as well as may charge the Customer for the work already performed, the purchased materials, the products produced or parts thereof, AEONPUMP expenses in connection with the storage of products (their parts) or the execution of orders (if the retained advance does not cover these amounts). Such payments, however, do not establish the Customer’s ownership rights to the products or parts thereof.
19. Cancellation or Revocation of the Order
19.1.There is no right of unilateral cancellation for the Customer of a confirmed order. If, however, the Customer cancels a confirmed order in whole or in part for any reason, the Customer is obliged to compensate AEONPUMP all expenses reasonably incurred in executing the order (including costs of preparation, ordering, and purchasing materials, storage, etc.), without prejudice to the right of AEONPUMP to claim the fulfilment of the Customer’s obligations and/or compensation for profit and other loss or damage.
19.2.If neither party is responsible for the impossibility of performing the contract, AEONPUMP is entitled to payment for the work performed.
20. Final Provisions
20.1.The Customer shall ensure that the funds used for payment are legal. The Customer shall be liable for the losses and consequences if the funds used for the payment are frozen, confiscated, or declared as proceeds of crime. Where the AEONPUMP credit institution has requested additional information in relation to the anti-money laundering and proliferation financing framework or the requirements for the compliance with international or national sanctions, the Parties shall cooperate and provide the credit institution without delay with all necessary information.
20.2. AEONPUMP is entitled to terminate or not to proceed with its execution of the Contract if such necessity arises from the national or binding international sanctions imposed against the persons involved.
20.3. AEONPUMP is entitled to request and the Customer undertakes to submit to AEONPUMP, upon request of AEONPUMP, the requested information and documents necessary for the provision of the Customer’s orders or requested services and/or for the fulfilment of the obligations imposed upon AEONPUMP by the laws and regulations, including, but not limited to, the information and documents necessary for the Customer’s screening.
20.4.In case of further (re)sale of products, the Customer shall be fully responsible for the noncompliance of any third party with the applicable laws and regulations, including that the Customer’s actions do not violate international sanctions. The Customer shall inform AEONPUMP if they become aware of any violation or violation of the Terms and Conditions in connection with the export of AEONPUMP products or any final products of which AEONPUMP products are part of or in which they are further used.
20.5. Any information received by the Customer from AEONPUMP, apart from generally available information, including information made public by AEONPUMP and which relates to the activities of the Parties and affects their interests, shall be treated as confidential. Any use, disclosure, or transfer of such information to third parties shall be permitted only with
the prior written consent of AEONPUMP. An exception to the obligation laid down in this clause shall apply where a Party discloses information to notaries, lawyers or other of its advisers, the information is disclosed to the credit institutions involved, whether it is used by the Parties in legal proceedings or enforcement proceedings to protect its interests, or where disclosure is governed by the applicable law.
20.6.In the absence of any other contract between the Parties, AEONPUMP may disclose the fact of cooperation between the Parties and the sale (use) of the AEONPUMP products for advertising or publicity purposes.
20.7. AEONPUMP shall have the right to amend these Terms and Conditions unilaterally by means of a publication on the AEONPUMP website 5 (five) calendar days before the entry into force of the amendments to the Terms and Conditions (in the new version of the Terms and Conditions) unless otherwise specified by AEONPUMP. If the Customer has been individually warned regarding the amendments and AEONPUMP has not received a notice of objections from the Customer on the date of entry into force of the amendments to the Terms
and Conditions, it shall be deemed that the Customer has agreed to the amendments to the Terms and Conditions (in the new version of the Terms and Conditions) also in relation to the (confirmed) orders already placed. Amendments to the Terms and Conditions (new version of the Terms and Conditions) shall in any case be applicable and binding in respect of all
contracts, order confirmations made after the entry into force of the amendments to the Terms and Conditions.
20.8.If one or more of the clauses of the Terms and Conditions are not applicable or are invalid, this shall not affect the validity of other clauses of the Terms and Conditions and the nonapplicable or invalid provision of the Terms and Conditions shall be superseded by another regulation which is likely to be consistent with the purpose of the Parties, which was contained in the clause to be replaced to the extent permitted by the law applicable.
20.9.If the products are (re)sold to a third party, the Customer is obliged to ensure that the new owner agrees to the Terms and Conditions that may be applied by AEONPUMP to the products (including the use of their software and the protection of intellectual property).
20.10. The Customer shall be responsible that persons acting on his/her behalf and/or are engaged in correspondence from the Customer’s domain email are entitled to express statements, orders, instructions, and confirmations binding on the Customer. AEONPUMP is entitled to rely on such communication as binding on the Customer.
20.11. In so far as these Terms and Conditions are also drafted in a language other than English, the English text of the Terms and Conditions shall always prevail in the event of any differences or questions concerning the interpretation of clauses.
21. Applicable Legislation and Dispute Resolution Procedures
21.1.The Parties will endeavour to resolve any dispute through negotiations.
21.2. All mutual relations between AEONPUMP and Customer, purchase and delivery contracts, orders, and their confirmations, as well as contracts covered by these Terms and Conditions in whole or in part, are concluded and discussed in accordance with the laws of the Republic of Latvia. The application of the Convention on Contracts for the International Sale of Products (CISG or Vienna Convention) is not excluded.
21.3.The AEONPUMP plant in the Republic of Latvia shall be considered to be the place of performance of the contract and the obligations of AEONPUMP.
21.4. Any disputes arising from the relationship between AEONPUMP and the Customer (including disputes related to the purchase and supply contracts, orders and their confirmations, mutual liability of the parties and liability for the products sold) shall be heard in the court of general jurisdiction of the Republic of Latvia, in accordance with the legal address of AEONPUMP.
21.5. In addition to Clause 21.4, AEONPUMP has the right to initiate any legal proceedings and disputes of their choice in the court of the Customer’s jurisdiction, in relation to requesting interim protection and orders, recovering sums of money or enforcement of the court rulings.