This offer is made to any legal person by Yorso Europe OÜ (private limited company, hereinafter the Agent), registry code No 14451226 of commercial registry of the Republic of Estonia. The offer has been made to enter into the contract with a legal person willing to have access to the market place https://yorso.com to have a right to obtain goods and services offered at the Trading Platform https://yorso.com in accordance with Law of Obligations Act of the Republic of Estonia.
This offer can be accepted by any legal person. By acceptance of this offer the Agreement will be concluded between the Agent and the accepting person (hereinafter the Buyer). The Agent and the Buyer together may be referred to as the Parties or separately as the Party. The Buyer can keep its version of the Agreement with identification number in Buyer`s Personal Office.
1.1. “Order” – form to be filled by the Buyer using its Personal Office at the Trading Platform to obtain the Goods. In the form the amount, assortment and price of the Goods to be obtained will be prescribed in the order.
1.2. “Personal Office” – virtual workplace of the Buyer at the Trading Platform. The person representing the Buyer and authorized by the Buyer has a right to use Buyer`s Personal Office.
1.3. “Offer” – current offer that includes all material provisions of the Agreement. After the acceptance of current offer the offer obtains the status of contract and is named hereinafter as the Agreement.
1.4. “Buyer” – legal person obtaining the Goods at the Trading Platform, including private persons authorized by the Buyer and acting in the interests of the Buyer.
1.5. “Goods” – any goods that can be ordered at the Trading Platform.
1.6. “Trading Platform” – internet software solution on website: https://yorso.com .
2. Subject of the Agreement
2.1. The subject of the Agreement is providing the Buyer with the access to the Trading Platform to trade Goods in accordance with the terms of this Agreement.
2.2. During the term of this Agreement, the Agent shall supply the Goods to the Buyer under his order; the Buyer shall accept the Goods and make due payments hereunder.
2.3. This Agreement entitles the Buyer to order the Goods using his Personal Office and send the Order to the Agent in accordance with the terms of this Agreement. Upon receipt of the Order, the Agent sends back a bill stating payment requisites. The Buyer shall accept the Goods ordered at https://yorso.com and make a due payment. The Agent shall transfer the ownership of the Goods to the Buyer in accordance with this Agreement. Ordering and payment are made with the Buyer's personal account in the Buyer`s Personal Office at the Trading Platform at https://yorso.com .
3. Consent to personal data processing
3.1. Accepting this Offer means the Buyer's consent to processing of its personal data published at the Trading Platform, including, without limitation: collection, systematization, accumulation, storage, updating, changing, utilization, distribution (including cross-border distribution), depersonalization, blocking, elimination, as well as any other legal ways of processing; giving such consent, the Buyer acts of his own will and in his volition, and confirms that, giving such consent, he acts on his own will and on his own behalf.
3.2. Using the Trading Platform requires registration; during the registration, the Buyer shall indicate the username and password to access its Personal Office, and the Agent shall approve them.
3.3. After registration at the Trading Platform, the Buyer will be allowed to publish some information about the company he represents, such as contact details, information about the goods and services the company offers, etc.
3.4. Registration at the Trading Platform allows asking for the goods and services of interest and using other services at the Trading Platform.
3.5. According to the Personal Data Protection Act of the Republic of Estonia, to use the full scope of the Trading Platform services, the Buyer shall authorize the Agent to process the Buyer's personal details indicated in the registration card or published at the Personal Office or in the course of trading. In case the Buyer publishes any third parties' data at the Trading Platform, it shall obtain their corresponding consent.
3.6. The Buyer's personal details are required to facilitate its registration at the Trading Platform and using its services. When publishing any third parties' information at the Trading Platform, the Buyer's consent to its personal data processing shall mean that the same consent is given by such third parties and that the Agent is free to processed those data as may be deemed necessary to achieve the above goals.
3.7. The consent to personal data processing shall be deemed valid until revoked. The consent to personal data processing may be revoked at any time by a written and signed notice sent to the Agent. Within 5 (five) business days after the receipt of the revocation notice, the Agent shall terminate the data processing, eliminate and report elimination to the Buyer.
3.8. The said Buyer's consent shall also mean the acknowledgment of the Agent's right to disclose the Buyer's personal information and present any documents containing such information to any third party (or its authorized representatives) whenever achieving the above goals may require.
3.9. The Agent will not keep and store any personal data of the Buyer that are not needed to perform this Agreement.
4. Rights and Responsibilities of the Parties.
4.1. The Agent shall have the right to:
4.1.1. request for verification of the information in the Buyer's registration form/Personal Office and query for any details addressing, where necessary, to third parties and open sources, have such information updated and disclose it to its advisors, legal representatives and employees. Any other information provided by the Buyer shall only be used in the ordinary course of its activities and with all the applicable Estonian and EU laws observed; no disclosure to third parties is possible;
4.1.2. publish any important notifications (e. g. of any changes in the contents of the Trading Platform or access requirements) at the Trading Platform and double them in personal internal letters to the Buyers;
4.1.3. restrict the Buyer's access in case of technical or other issues impeding the normal operation of the Trading Platform. The Agent shall carry out technical maintenance of the Trading Platform at the least possible workload.
4.2. The Agent is obliged to:
4.2.1. deliver the Goods with no burden of rights and claims of third parties;
4.2.2. deliver the Goods packaged and labelled according to their type, unless otherwise agreed by the Parties;
4.2.3. guarantee the Buyer's registration at the Trading Platform once all the necessary data have been provided;
4.2.4. take technical and organizational measures generally accepted in the Internet to ensure the information received or sent by the Buyer, as well as its identification data and bank details, are kept confidential;
4.2.5. take all possible measures to eliminate any technical issues as soon as possible (some minor malfunctions are acceptable);
4.2.6. consider the Buyer's appeals concerning the Trading Platform operation.
4.3. The Buyer shall have the right:
4.3.1. use the Trading Platform in accordance with the Agreement;
4.3.2. publish its personal information at the Trading Platform;
4.3.3. participate in biddings organized by other buyers at the Trading Platform;
4.3.4. request for required goods or services Buyer filling out the form at the Platform.
4.4. The Buyer shall:
4.4.1. observe the Agreement, the legislation of the Republic of Estonia and general Internet ethics;
4.4.2. provide accurate and complete information in the Trading Platform registration form;
4.4.3. respect the ownership of any information and software resources at the Trading Platform and the rights of other persons;
4.4.4. avoid its identification data leakage to third parties. Any actions committed under the Buyer's identity at the Trading Platform shall be deemed committed by the Buyer.
5. Product quality
5.1. The Agent shall deliver the Goods packaged and labelled according to their type, unless otherwise agreed by the Parties.
5.2. The qualities of the delivered Goods shall comply with those stated in the conformity certificate and veterinary certificate.
5.3. Due to different technical characteristics of PC displays, the actual product may differ from its site image in colour. Actual product may differ from that on the site image in appearance.
6.1. The Goods are paid for according to the bill issued by the Agent by transferring funds to the settlement account specified in the bill.
6.2. The payment shall be 100% and made within three (3) business days after the receipt of the bill, unless otherwise specified in the Order.
6.3. The payment day shall be the day the funds arrive.
6.4. For any delay in payment for any consignment, the Buyer shall pay the Agent, at his request, a penalty of 0.1% of the overdue amount for each day of delay.
6.5. In case of late payment, the Agent reserves the right to revise the terms of the Goods delivery. In case of delay in payment for more than five (5) days, the Agent shall have the right to terminate this Agreement unilaterally by a notification.
7. Goods Delivery
7.1. The delivery shall be either ex-stock (EXW) or TD-PRO delivery according to the details specified in the Order. The delivery time is indicated in the Order as well. The Agent shall bear no responsibility for inaccurate details of the recipient of the Goods. The persons indicated as recipients shall be considered properly authorized to accept the Goods. Verification of the authority shall be the Buyer's responsibility.
7.2. Once the Goods are ready for shipment, the Agent shall notify the Buyer (the actual recipient) thereof by phone, e-mail or fax, or by means of the Trading Platform. When it is impossible to deliver the full consignment of Goods due the time specified in the Order, the Agent shall notify the Buyer thereof in writing.
7.3. The Goods is delivered in a single consignment or in several consignments at a price agreed by the Agent and the Buyer in the Order. The Order is sent to the Agent at the Trading Platform, by fax or by e-mail at least one day before the expected date of shipment.
7.4. The Agent's obligation to supply the Goods shall be deemed fulfilled once the consignment note is signed.
7.5. Signing of the consignment note accepting the Goods, the Buyer (or the actual recipient) accepts their ownership, as well as the risks of their loss or damage.
7.6. The copies of the consignment notes with the Buyer's mark of receipt shall be sent to the Agent via the Trading Platform, by e-mail or by fax within two (2) business days after delivery. The original consignment notes, bills and invoices shall be sent to the Buyer by registered mail within five (5) business days after the delivery.
7.7. The early delivery of the Goods shall require the written consent of the Buyer.
7.8. In case of ex-stock delivery, the Goods are accompanied by the following documents:
- CMR note;
- conformity certificate;
- veterinary certificate.
7.9. Once the Goods are delivered, the Agent shall send the original documents to the Buyer within five (5) business days after delivery. Original documents bearing a digital signature may be sent to the Buyer via the Trading Platform. In case amendments in legislation of the Republic of Estonia modify the document suite above, the Agent shall follow any modifications.
7.10. In case of ex-stock delivery, the Buyer shall be responsible for the actions of the truck drivers who arrived for the goods on behalf of the Buyer to the Agent's warehouse as for its own; any damage caused to the property of the warehouse, the port and/or third parties by the drivers shall be recovered. The damage caused by the Buyer's drivers shall be registered by the relevant Act drawn up immediately and signed by the representatives of the warehouse, the port and/or third parties, the Agent and the driver. Such Act shall constitute a sufficient ground for the recovery. In case the driver refuses to sign the said Act, the Act shall register such refusal.
7.11. Any Buyer's failure to accept the Goods may be deemed as his refusal to perform the Agreement.
8. Acceptance of the Goods
8.1. In case of ex-stock delivery, acceptance of the Goods shall proceed as follows:
8.1.1 the acceptance of the Goods by quantity is carried out at the Agent's warehouse on the basis of the Order appended hereto;
8.1.2 the acceptance by quality shall be carried out on the basis of the conformity certificate;
8.1.3 in case any defects of the Goods are detected at the Buyer's location, the Buyer, within 7 (seven) days from the date of the transfer, may issue a claim for the recovery by way of replacement of defective Goods or a commensurate reduction in the price of the Goods; the claim shall indicate the revealed defect and contain their proper evidences. The Agent shall transfer the claim to the responsible Vendor for consideration. Where possible, the Agent may settle the claim on its own account.
8.2. In case of TD-PRO delivery, the Acceptance of the Goods shall proceed as follows:
8.2.1. acceptance by quantity shall be carried out on the basis of the quantity;
8.2.2. acceptance by quality shall be carried out on the basis of the Goods conformity and the Order;
8.2.3. in case any defects of the Goods are detected at the Buyer's location, the Buyer, within 7 (seven) days from the date of the transfer, may issue a claim for the recovery by way of replacement of defective Goods or a commensurate reduction in the price of the Goods; the claim shall indicate the revealed defect and contain their proper evidences;
8.2.4. the Buyer shall notify the Agent of any discrepancies in the quantity and/or quality of the Goods no later than in 1 day and call the Agent's representative, where necessary;
8.2.5. any discrepancies in quantity and/or quality of the Goods and any package failures shall be registered. A record of such Act is made in the consignment note;
8.2.6. if drawing up the Act requires the supervision of the expert the inviting the expert is the Buyer's responsibility. The associated expenses shall be borne the party in fault. In case there are no actual defects, the expertise expenses shall be borne by the Buyer;
8.2.7. basing on the Delivery and Acceptance Act, the Buyer may issue a claim for recovery of direct damages by way of replacement of defective Goods or a commensurate reduction in the price of the Goods; the claim shall be issued within two (2) business days from the date of transfer of the Goods, indicate the revealed defects and contain their proper evidences.
9. Liability of the Parties
9.1. For failure to observe or unsatisfactory observance of this Agreement the Parties are liable under the legislation of the Republic of Estonia and under this Agreement.
9.2. When filing the Order the Buyer is liable for correctness and credibility of information presented in the Order and confirms that it is aware of this Agreement and agrees with this Agreement.
9.3. All disputes and dissensions arising in the course of fulfillment of this Agreement will be settled in the form of negotiations. In case the negotiations will not be fruitful the dispute will be settled in the Harju County Court, Tallinn.
9.4. The Agent is not liable for any damages, including loss of profit the Buyer has as the result of inability to use the Trading Platform, including but without limitation to following circumstances:
- fails in software or hardware, disconnections, loss of data, changes in functions, computer defects or any other equipment defects of the Buyer;
- low quality of transfer of data or any other connection problem caused by the network.
9.5. The Agent is not liable for any damages, including loss of profit of the Buyer if the identification data of the Buyer or the right to access of the Buyer to the Trading Platform has been transferred to the third persons and the Agent is not culpable for that because of intent or gross negligence.
9.6. All complaints and claims about the Goods obtained using the Trading Platform, including the quality of the Goods, will be presented through the Agent (e-mail email@example.com). The liable person will be a person that has offered and sold the Goods in the Trading Platform. The Agent is not in any case liable for the quality, amount or other characteristics of the delivered Goods.
9.7. In case the Buyer uses the Trading Platform for illegal purposes and/or takes any actions contrary to the legislation of the Republic of Estonia or EU the Agent has a right to terminate this Agreement without advance notice, notifying the Buyer about the termination of the Agreement.
10. Force majeure
10.1. The Party shall not be liable for non-performance if the non-performance is excused. Non-performance by the Party is excused if it is caused by force majeure. Force majeure are circumstances which are beyond the control of the Party and which, at the time the Agreement is entered into, the Party could not reasonably have been expected to take into account, avoid or overcome the impediment or the consequences thereof which the Party could not reasonably have been expected to overcome.
10.2. If the effect of force majeure is temporary, non-performance is excused only for the period during which force majeure impeded performance of the obligation.
10.3. If Force majeure lasts longer than 1 (one) month each Party has a right to terminate the Agreement sending as soon as possible the written notice to other Party.
11. Term of the Agreement and miscellaneous
11.1. The Agreement enters into force by accepting the Offer by the Buyer, including actions that prove the conclusion of the Agreement (registration at the Trading Platform, filing the Order, obtaining the Goods).
11.2. The Agreement is concluded with a term of 1 (one) year. The term of the Agreement will be automatically extended if no Party notifies other Party about the will to terminate the Agreement at least 1 (one) month in advance.
11.4. The Agreement can be cancelled only in case.
- one Party notifies the other Party about the will to cancel the Agreement;
- all payments under the issued invoices have been duly paid and
- all obligations of the Parties have been fulfilled by the cancellation date.
The cancellation notice may be delivered to the other Party through the Personal Office of the Trading Platform.