These terms and conditions govern the use of this website (www.s-professional.eu, hereinafter “Site”); by using this Site, you accept these terms and conditions in full. This Site uses cookies. By using this Site and agreeing to these terms and conditions, you consent to our use of cookies in accordance with the terms of the Site’s privacy policy. The Site is operated by S-Pro OÜ (hereinafter the “Seller”), Estonian registry code 12258652, VAT number EE101527547 with registered office at Järvevana tee 5, Tallinn 10132, Estonia. For partners registered as Finnish legal persons, the Seller is represented by S-Professional Oy, Finnish registry code 2587841-8, VAT number FI25878418 with registered office at Pulttitie 18, Helsinki 00880, Finland. The Seller is a Full Range AV and Video Security Distributor in the Baltics & Finland supplying products, accessories and related services (hereinafter “Goods”) at the Site to professional dealers, system integrators and installers and similar commercial entities (hereinafter the “Buyer”).

“User” means the person who is employed by the Buyer and who accesses the Site on behalf of the Buyer.

“End User” means the end customer of the Buyer.

The Website Terms and Conditions of Use and Terms of Sale (hereinafter “Terms of Sale”) govern the use of the Site for every User and the sale of Goods to Buyers at the Site in the absence of any special written agreement between the Seller and the Buyer.

1. SITE CONTENT, GUARANTEE AND DISCLAIMER
   1. Seller strives to ensure that the information on the Site is accurate, complete and up to date, but is not liable for inaccurate, incomplete or erroneous information published on this Site.
   2. Seller does not warrant that the Site will be constantly available or available at all.
   3. The information on this Site neither represents binding quotes nor contains advice or instructions relating to the use of Goods.
   4. Links to other websites outside the Site are provided in good faith and Seller assumes no responsibility for the content or changes to third-party websites to which links are provided.
   5. Seller is committed to the responsible use of personal data (see privacy policy). Users are wholly responsible for all information they submit to the Site and verify that third-party rights are not violated. Seller reserves the right to edit or remove any material submitted to the Site by Users.
   6. Unless otherwise stated, any copying, sharing or reproduction or other use of the information for commercial purposes is forbidden.
   7. Seller retains the right to make changes to these terms of use or the content of the Site at any time without prior notification, particularly in relation to products, product specifications, prices and/or availability.

    

2. SITE USAGE
   1. The Buyer appoints User(s) by informing the Seller in writing the identity of the User(s).
   2. The User must at all times be acting on behalf of the Buyer in any actions performed using the Site. The use of log-in credentials (such as username and password) indicates proof that the User has Buyer’s consent to place orders and information by it or in its name.
   3. The User shall not pass any security details (such as, but not limited to, usernames and passwords) to third parties under any circumstances.
   4. As a User ceases to represent or is no longer employed by the Buyer, the User shall not use any supplied log-in information to access the Site.
   5. Seller reserves the right to remove online access from any User upon unacceptable or unlawful use of the Site.

    

3. PRICING
   1. Prices on the Site are in euro (EUR).
   2. Quoted prices are exclusive of any applicable Value Added Tax (VAT). If not provided otherwise, prices are also excluded of expenses for delivery, unloading, installing, storage, fees, duties and other changes related to the Goods and any such charges shall be borne by the Buyer.
   3. Where special bid pricing is offered for certain orders, the Buyer shall comply in full with any terms advised to it by the Seller (or its vendors or suppliers) such as, but not limited to, validity date of the bid, sale of the Goods only to specifically named end-user or project and disclosure of end-user and project information to the Seller (or its vendors or suppliers).

    

4. ORDERING AND DELIVERY OF GOODS
   1. The authorized User orders the Goods in behalf of the Buyer by submitting and order to the Seller and the Site, specifying the name, quantity of goods, delivery and other information related to the execution of the relevant order.
   2. By reading and accepting these Terms of Sale and clicking “order”, the User in behalf of the Buyer confirms its consent to the Terms of Sale applicable to the purchase made under relevant order. The purchase agreement between the Seller and the Buyer containing these Terms of Sale shall come into force at the moment the confirmation of the purchase order is sent by the Seller to the Buyer and remains in effect until all obligations of the parties have been executed.
   3. By clicking “order” and thus making the purchase, Buyer confirms that it has reviewed all information about the ordered Goods displayed at the Site and through third party links, including the main characteristics typical for this kind of goods, to the extent necessary to make an informed purchase decision. In the event the Buyer needs additional information or support the Buyer should contact the Seller by sending an e-mail to info@s-professional.eu or by contacting Buyer’s country manager whose contacts are found at http://s-professional.eu/contact-us.
   4. The Seller informs Buyer of confirmation or dismissal of the order by email within reasonable time. After confirmation is sent by the Seller, unless the Buyer has credit facilities agreed in writing between the Buyer and the Seller, the Buyer must make payment of the ordered goods on based on a prepayment invoice sent to the e-mail address designated by the Buyer. The Seller will not execute any delivery before it has received full payment according to the order, unless agreed otherwise. If the full payment has not been made within five (5) days as of prepayment invoice issued by the Seller, the order is deemed terminated without any further obligations.

    

5. TERMS OF DELIVERY
   1. Goods are delivered to the agreed address of the Buyer which must be located in the country corresponding to the VAT registration number supplied by the Buyer.
   2. The delivery shall be performed in accordance with the applicable laws of the Republic of Estonia or Finland.
   3. The Seller will solely decide on the most convenient way of delivery of the Goods.
   4. Any dates, times and cost quoted for delivery of the Goods are expected dates, times and cost only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused, while assuredly striving to provide delivery times as per Buyer’s request and to offer competitive transport prices. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
   5. The Seller shall be entitled to assume that any person who both reasonably appears and claims to have authority to accept delivery and who signs a note in respect of the Goods on behalf of the Buyer or end user (if Seller has agreed to deliver direct) does in fact have the authority to do so.
   6. The risk of accidental loss and/or deterioration of the goods and other related risks shall pass to the Buyer from the moment possession of the goods is handed over at the destination of the delivery, including delivering to end user or transported by a logistics company. In case of inability of the Seller to hand over goods due to the reasons related to the Buyer, the risk of accidental loss and/or deterioration of the goods and other related risks shall pass to the Buyer from the moment Seller has duly exercised its duty to deliver the goods to the Buyer.
   7. Immediately after receipt of the goods, the Buyer must thoroughly examine the received goods and make sure that all parts are intact and in compliance with its order. Any defect indicating damage to the goods or packaging during the delivery or any other visible non-compliance which the Buyer noticed or should have noticed at receipt of goods must be marked by the Buyer in written immediately at such receipt (for example on the accompanying transportation document) and communicated to the Seller without delay. Regarding other defects and non-compliances, the Buyer will be entitled to submit claims only if such claims are submitted to the Seller in a written form (by email) within five (5) days from the moment of receipt of the goods. If the Buyer violates any provision of this section, the Seller may refuse to accept Buyer`s claims concerning goods or delivery.
   8. In case of failure to accept the delivered goods by the Buyer within the time specified by the Seller, all expenses related to delay of the delivery (including cost of unexpected storage of the delivered goods) shall be borne by the Buyer. Provided that Buyer`s failure to accept delivery of Goods exceeds seven (7) days from the moment the Seller notified the Buyer of the arrival of the goods, the Seller may completely or partially terminate the relevant part of the agreement (including the order), by sending the Buyer corresponding notice, and demand compensation for losses suffered by the Seller (such as, but not limited to, reasonable cost of storage and transportation).
   9. Title to the Goods shall transfer to the Buyer only after the full payment of the Goods price and any related payments to the Seller. Before transfer of title of ownership, the Buyer shall not promise or pledge the Goods of the Seller and the Seller is not bound by such promises or pledges.

    

6. WARRANTY AND RETURNS
   1. The Seller warrants that it has good title to or licence to supply all Goods to the Buyer.
   2. If any Goods should prove defective in materials or workmanship under normal operation or service, such Goods will be repaired or replaced only in accordance with the warranty cover or terms stipulated by the manufacturer of the Goods provided that no unauthorised modifications to the Product or to the system of which the Goods forms part have taken place. The Seller is not responsible for the cost of labour or other expenses incurred in the repairing or replacing of defective or non-conforming parts and in no circumstances shall the Seller be liable for any loss of profit, business, contracts, revenue, or anticipated savings, or for any special indirect or consequential damage of any nature whatsoever.
   3. The Seller’s sole obligation in the event of “Dead on Arrival” or “Defective on Arrival” (“DOA”) Goods (which for the avoidance of doubt shall not include Goods damaged in transit as set out in clause 5.7) and which can be attributed to the original manufacturers of the Goods and which have been purchased from the Seller shall be to pass on to the Buyer (in so far as possible) the benefit of any rights or remedies afforded it by the manufacturers to exchange the faulty Goods for new within the DOA periods (if any) by the relevant manufacturers.
   4. Where necessary, the Buyer or end user agree to deal directly with the manufacturer to conclude the warranty matter as stipulated in the manufacturers terms and conditions.
   5. Where available, the details of the manufacturers’ DOA & Warranty guidelines shall be made available to the Buyer (on request) along with copies of any relevant product information sheets, technical data sheets or product leaflets issued by the manufacturers, which may be on paper or electronic mediums.
   6. Goods once sold cannot be returned or exchanged. The Seller may authorize the return of Goods ordered in error by the Buyer provided such request is sent by Buyer within fourteen (14) days from delivery and the Goods are unused and in their original packaging. The Seller reserves the right to credit such Goods with the discount of up to 20% to be negotiated case by case.

    

7. FORCE-MAJEURE
   1. The Seller shall be entitled to cancel the order and be released from liability for full or partial default on its contractual obligations resulting from force majeure circumstances, namely, fire, flood, earthquake, war, strike amendments to the law, actions or omissions of manufacturers of the goods or carriers, or any other circumstances that are beyond the control of the Seller and that the Seller could not foresee at the time of concluding this agreement, provided the Seller could not prevent such circumstances or consequences thereof and such circumstances have a direct effect on performance of this agreement. In that case, fulfilment of its contractual obligations shall be extended for a period equal to duration of such circumstances.
   2. Upon occurrence of force majeure circumstances, the Seller shall immediately, however not later than within 10 (ten) days inform the Buyer on such circumstances and their expected duration.

    

8. APPLICABLE LAW AND SETTLEMENT OF DISPUTES
   1. The relationship between the Buyer and the Seller is regulated by the applicable laws of the Republic of Estonia or the Republic of Finland.
   2. The parties shall apply their best efforts to resolve all disputes, controversies and claims arising from or affecting these Terms of Sale by means of negotiations.
   3. If the parties fail to reach an agreement by negotiations, any dispute, controversy or claim arising out of or relating to these Terms of Sale, its breach, termination or validity, shall be settled in Harju County court, Estonia (or Helsinki administrative court, Finland).