GENERAL TERMS AND CONDITIONS
I GENERAL PROVISIONS
1.1. These General Terms and Conditions determine the terms of sale and installation of security equipment and other devices sold/or installed by the Contractor to the Customer.
1.2. The General Terms and Conditions apply to the contract for the sale and installation of security equipment and other equipment between the Contractor and the Customer, which the Parties enter into when the Customer signs the Contractor’s offer or accepts it by specific action (e.g. by paying the price or advance payment by the Customer), as a mutually signed document or by exchanging any other declaration of intent between the Parties.
1.3. The General Terms and Conditions form an integral part of the Contract between the Parties. In the event of a conflict between the General Terms and Conditions and the terms and conditions of any other contractual document (Contractor’s offer, mutually signed document, etc.), the other contractual document shall prevail.
1.4. The Customer and its representative confirm that they have all the rights to enter into the Contract and that they are lawfully in possession of the Site. The Customer confirms that they have provided the Contractor with all the information known to them and documentation necessary for the performance of the Work.
1.5. The Customer is aware that the Equipment installed under the Contract does not guarantee complete and absolute security of the Site, prevention of burglary or other dangers. In order to further mitigate the risks related to the Site, it is recommended to sign a security service contract and have an insurance policy.
II DEFINITIONS
For the purposes of these General Terms and Conditions, the following terms shall have the meanings presented below:
General Terms and Conditions – these terms and conditions of the contract for the sale and installation of Equipment by the Contractor, which form an integral part of the Contract;
Contract – a contract between the Parties for the sale or installation of Equipment, which is entered into when the Customer signs the Contractor’s offer or accepts it by their action, as a mutually signed agreement or exchange of written expressions of intent between the parties, and which includes the General Terms and Conditions as integral part of it;
Contractor – Forus Security AS, registry code 10622346, address Lõõtsa tn 12, Tallinn 11415, e-mail forus@forus.ee;
Customer – a customer who has ordered equipment and/or installation of the equipment from the Contractor;
Party, Parties – the Customer and the Contractor separately and together, respectively;
Equipment – security equipment (alarm and surveillance equipment), ATS, access, evacuation and other equipment sold by the Contractor to the Customer and/or installed at its Site. The equipment is indicated in the Contractor's offer or other contract document and in the instrument of delivery and receipt thereof;
Work – installation works of Equipment performed by the Contractor on the Site specified by the Customer. Work may, in the case agreed in the Contract, include the design work necessary for the installation of Equipment;
Site – a building, land unit or other object on which the Contractor installs the Equipment and performs other agreed Work;
Contractor's Offer – the Contractor's offer to the Customer for the sale of the Equipment and/or the performance of Work;
Contract Price – the price agreed in the Contract for the Equipment and Work;
Contractor's Price List – the prices of the Contractor's services and products, which are published on the website www.forus.ee;
Inspection Time – the time given to the Contractor to inspect the Work and/or Equipment;
Warranty – an obligation taken by the Contractor and/or the manufacturer to rectify any defects of the Work and/or Equipment under the conditions specified in the warranty. Warranty provides the Customer with a more favourable position than is provided by law.
III OBLIGATIONS OF THE PARTIES
3.1. The Contractor undertakes to:
3.1.1. hand over the Equipment to the Customer and perform the Work within the term and at the price agreed in the Contract;
3.1.2. use workers with required qualification and training when performing the Work and to comply with safety equipment, fire safety and other requirements established by legislation for the performance of the Work;
3.1.3. notify the Customer of circumstances that may delay the commencement or completion of the Work. In the event that the Contractor is not able to perform the Work or hand over the Equipment on time, the Contractor shall state the reason for the delay and the estimated time of completion of the Work and delivery of the Equipment;
3.1.4. submit to the Customer for signing an instrument of delivery and receipt of the Equipment and Work where the names and quantities of the Equipment, the Work performed, the time of delivery of the Equipment and Work are specified;
3.1.5. submit to the Customer the existing instructions and conditions of use of the Equipment provided by the Manufacturer;
3.1.6. enable the Customer to check on the course of performing the Work, and at the request of the Customer, provide the Customer with information on the performance of the Work;
3.1.7. make sure that the Equipment and Work comply with the Contract as well as eliminate any deficiencies occurred in the Equipment and/or the Work by the time specified in the instrument of delivery and receipt or any other document;
3.1.8. perform other obligations assumed under the Contract.
3.2. The Customer undertakes to:
3.2.1. assist the Contractor in the performance of the Contract, including providing the information and documentation necessary for the performance of the Contract (e.g. the design documentation of the Site, drawings, etc.);
3.2.2. provide the Contractor with the necessary access to the Site for the performance of the Work, and ensure that the Site is in a condition that allows to commence the Work and complete it at the agreed time, and notify the Contractor in writing of any circumstance that may prevent the performance of Work;
3.2.3. ensure to the Contractor conditions necessary for the performance of the Work at the Site (incl. electricity, voltage 230 V) and the presence of their authorised representative to accept the Work;
3.2.4. ensure compliance with the work and fire safety requirements as well as a safe working environment at the Site and to notify about the risks and dangers related to the Site and respective prevention or mitigation measures;
3.2.5. inform the Contractor about any repair, extension and other works at the Site, relocations of the equipment, changes in the mode of use and other circumstances that may affect the reliability and proper use of the Equipment (e.g. change or decrease of sensitivity or range of sensors, damaged communication lines, etc.);
3.2.6. consider the Contractor's proposals to ensure the reliability and proper use of the Equipment;
3.2.7. ensure immediate resolution of any obstacle to the performance of the Work, caused by them, not later than within 2 working days after the occurrence of the obstacle;
3.2.8. accept third parties used by the Contractor for the performance of the Contract;
3.2.9. accept the Equipment and/or Work delivered by the Contractor and sign an instrument of delivery and receipt in accordance with Section 5.2 of the General Terms and Conditions;
3.2.10. pay on time the Contract Price and other amounts payable under the Contract;
3.2.11. in case the Equipment includes surveillance equipment (video camera), inform the persons present at the Site about the surveillance equipment and be liable for its lawful use.
IV SETTLEMENTS. RESERVATION OF OWNERSHIP
4.1. The Contract Price is specified in the offer submitted by the Contractor and accepted by the Customer or in another contract document that forms a basis for the Contract.
4.2. The Customer shall pay 50% of the Contract Price in advance and the remaining part within 7 days of delivery of the Work and/or Equipment. The Contractor shall submit the advance payment invoice for the Contract Price within 7 days after the receipt of the advance payment from the Customer, and for the remaining part after the delivery of the Work and/or Equipment. In case of completion term of the Work that exceeds 30 days, the Contractor may require payment of the Contract Price as specified in Section 4.3. In justified cases (e.g. it is established that the Customer is in debt, has solvency problems, etc.), the Contractor may demand an additional advance payment of up to 100% of the Contract Price and withdraw from the Contract if the Customer fails to pay it.
4.3. In the event that the completion term of the Work is longer than 30 days, the Contractor shall have the right to submit to the Customer an interim report and invoice (interim invoice) for the Work performed. The interim invoice must correspond to the description and cost of the Works indicated in the interim report. The Customer undertakes to pay the interim invoice within 7 days of its submission. Payment of the interim invoice does not constitute the delivery of the Work described in the interim report, unless the Parties agree otherwise.
4.4. The Contract Price (budget) is usually binding. By way of exception, the Contractor shall have the right to exceed the Contract Price by up to 5% if this is due to the need for additional work or is otherwise objectively justified, in particular due to unforeseeable and/or force majeure circumstances. The Contractor has to agree in advance with the Customer on exceeding the Contract Price by more than 5%.
4.5. In case of delay in payment of the Contract Price or other payment under the Contract, the Customer shall pay a late payment interest of 0.2% of the overdue amount for each day of delay.
4.6. The Equipment installed under the Contract belongs to the Contractor until full payment for it has been received (ownership reservation).
V DELIVERY OF EQUIPMENT AND WORK
5.1. The Contractor shall deliver the Equipment and Work to the Customer within the term agreed in the Contract. The Parties shall sign an instrument of delivery and receipt to confirm the delivery of the Equipment and Work.
5.2. The Customer has the right to inspect the Equipment and/or the Work within two working days of their delivery by the Contractor (Inspection Time).
5.2.1. If the Equipment or Work shows defects which do not reasonably prevent the purposeful use of the Equipment and/or Work at the delivery, the Parties shall indicate the defects in the instrument of delivery and receipt, and the Contractor shall eliminate the defects within the term specified in the instrument of delivery and receipt. Indicated deficiencies do not constitute a basis for the Customer to refuse to accept the Equipment and/or the Work.
5.2.2. If the Equipment and/or the Work show defects which reasonably prevent the purposeful use of the Equipment or the Work at the delivery, the Parties shall indicate the defects and the term for their elimination in the instrument of delivery and receipt. In such a case, the delivery of the Work shall take place after the elimination of the deficiencies preventing the use of the Equipment and/or the Work, unless the Parties agree otherwise.
5.3. If the Parties disagree on a defect in the Equipment and/or Work, this shall not constitute a reason for a Party to refuse to sign the instrument of delivery and receipt, but the Party shall indicate the circumstance causing the disagreement in the instrument.
5.4. In the event that the Customer refuses to sign the instrument of delivery and receipt of the Equipment and/or Work during the Inspection Time and does not give any reasoning thereof in writing, the Customer shall be deemed to have accepted the Equipment and Work after the Inspection Time has passed.
VI QUALITY. WARRANTY
6.1. The Equipment and/or Work must comply with the quality and other requirements provided by legislation, the terms of the Contract and be of at least average quality.
6.2. The Equipment and/or Work must comply with the design referred to in the Contract or other documentation defining the characteristics of the Equipment and/or Work.
6.3. The Contractor shall provide a guarantee for the Equipment and Work installed by them, by which they undertake to eliminate any defects of the Equipment and/or Work occurred during the warranty period. The warranty period is 2 years (Warranty Period) from the delivery of the Equipment and/or Work, respectively. If a defect occurs during the warranty period, it is assumed that the defect existed at the time of delivery of the Equipment and/or Work.
6.4. The warranty is valid provided that the Customer fulfils the obligation to maintain the Equipment and orders regular maintenance of the Equipment from the Contractor at least once a year.
6.5. The Contractor shall repair the defect in the Equipment and/or Work or replace the defective Equipment within a reasonable time, generally within one month of receiving a written notice about the defect from the Customer or at a time agreed by the Parties. The Contractor shall eliminate a defect preventing the proper use of the Equipment and/or Work immediately after the Customer has notified of the defect, unless the Parties agree otherwise.
6.6. The Customer must notify the Contractor in writing of any defect in the Equipment and/or Work during the warranty period within seven days after the defect occurred.
6.7. If during the elimination of a defect in the Equipment and/or Work it becomes apparent that the warranty does not cover the defect, the Customer shall reimburse the Contractor for the cost of eliminating the defect (call of a technician, cost of the Equipment and/or Work).
6.8. The warranty does not cover defects of the Equipment and/or Work that are caused by:
• normal wear and tear of the Equipment;
• reconstruction, repair, maintenance or installation work performed by persons (incl. the Customer) not approved by the Contractor;
• accidental damage, accident or other mechanical damage;
• failure to properly maintain the Equipment or to comply with the conditions of use;
• non-appropriate use of the Equipment when the Contractor has instructed the Customer of proper use but the latter continued using the Equipment without following instructions; or
• force majeure.
The warranty is limited in the case specified in the Equipment manufacturer's warranty conditions.
6.9. The Contractor may refuse to perform the warranty obligation if the Customer has an outstanding debt to the Contractor with a duration of more than 15 days.
6.10. In addition to the warranty, the Customer has the rights arising from law, including the right to use legal remedies provided by law.
VII LIABILITY
7.1. The Contractor shall be liable for any breach of their obligations arising from the Contract due to their fault and shall indemnify the Customer for the direct proprietary damage not indemnified by the insurer of the Customer. The maximum amount of the Contractor's liability, i.e. the maximum amount that the Customer can claim as damages, is the Contract Price exclusive of VAT.
7.2. The Contractor shall not be liable for breach of their obligations and potential damages incurred by the Customer if:
• the Customer fails to perform its contractual obligations;
• the damage occurred due to a failure of security equipment, alarm transmission device, telephone line, data communication channel or other technical solution, which was not caused by the wrongful conduct of the Contractor;
• the damage is not a direct physical loss or damage to property;
• the damage occurred due to non-performance or improper performance by the rescue service or the police;
• the damage occurred while the performance of the Contract was suspended;
• the damage occurred to the property of third parties at the Site that were not directly in the possession of the Customer ;
• the damage occurred due to the Customer's failure to comply with the Contractor's suggestions and instructions;
• the damage consists of the loss of money, valuables, works of art, etc. because they were not separately deposited under the Contractor’s responsibility;
• the damage occurred as a result of an act by the Customer's employees or persons who had been authorised to be at the Site by the Customer;
• the damage occurred as a result of an emergency situation;
• the damage was caused by vandalism, arson, explosion, etc. at the Site, which was not caused by the Contractor;
• the damage consists of the destruction of doors, windows or other openings caused by vandalism and/or burglary;
• the damage occurred for reasons beyond the control of the Contractor as a result of the delay in performing the Work;
• the damage was caused by another circumstance which the Contractor could possibly not prevent or avoid.
7.3. Non-performance or improper performance of the Contract shall not constitute a breach of the Contract if it is caused by force majeure. Force majeure is a circumstance beyond the Parties’ control, which prevents the performance of contractual obligation or makes it impossible, and which the Parties did not or could not foresee at the time of entering into the Contract (e.g. terrorist act, fire, natural disaster, war, blockade, explosion, failure in communication, electricity system or other technical solution belonging to a third party, traffic accident and congestion, military or police operation, severe weather conditions, riot, decision of state authorities, etc.).
7.4. The risk of accidental destruction of and damage to the Equipment and Work passes from the Contractor to the Customer from the moment of actual installation of the Equipment and/or Work on the Site.
7.5. The Contractor may refuse to perform the obligation arising from the Contract if the Customer delays with the payment of the Contract Price or another payment for more than 15 days. In case of delay in payment of the Contract Price or a part thereof, the term for delivery of the Equipment and/or Work shall be extended by the time of delay.
7.6. A party is responsible for the functionality of their contact details (telephone, e-mail) and for the consequences related to their use (incl. for the use of the data by a third party).
7.7. The Customer shall submit any complaints in writing within 5 days of becoming aware of the grounds thereof. The Contractor shall review the complaint and, in case it is justified, take necessary measures to eliminate the defect.
VIII AMENDMENT AND TERMINATION OF THE CONTRACT
8.1. The Parties may amend the Contract by mutual agreement. The agreement amending the Contract shall be valid only in writing.
8.2. The Parties may terminate the Contract prematurely by written agreement.
8.3. The Contractor may unilaterally amend the General Terms and Conditions if the circumstances that constituted the basis for the Contract have changed, the amendment is due to an amendment to legislation or for another good reason. The Contractor shall give at least 30 days' notice of changes to the General Terms and Conditions.
8.4. Either Party may terminate the Contract unilaterally if the other Party materially breaches the Contract and does not terminate the breach within 14 days of receiving the respective written request. A Party shall notify about the termination of the Contract in writing at least 5 working days in advance.
8.5. Upon unilateral termination of the Contract, as specified in Section 8.4, the Customer shall pay to the Contractor the cost of the Work performed by the time of termination of the Contract, taking into account the degree of completion of the Work performed and the Contract Price.
In the event that the unilateral termination of the Contract, based on the provisions in Section 8.4, is due to the Contractor's wrongful breach of the Contract, the Customer shall pay to the Contractor the cost of the Work performed by the time of termination of the Contract, less the cost of the Equipment returned to the Contractor on the basis of a bilaterally signed document.
In the event that the unilateral termination of the Contract, based on the provisions in Section 8.4, is due to the Customer's wrongful breach of the Contract, the Customer shall pay to the Contractor the Contract Price, less the amount the Contractor saves as a result of the termination of the Contract in terms of costs and acquires due to other uses of their workers.
IX FINAL PROVISIONS
9.1. Notices sent under the Contract must be in writing, except for notices the delivery of which does not result in legal consequences or which can be delivered by telephone and/or SMS in accordance with the Contract.
9.2. The information obtained by Parties in the course of performance of the Contract is confidential and shall not be disclosed. The Parties shall keep the information concerning the security of the Site confidential.
9.3. The Customer gives their permission to the Contractor to record the calls and SMSes related to the performance of the Contract for the purpose of using the recordings to prove the statements of the Parties. The Customer also consents to the use of their data for customer satisfaction surveys, service and marketing purposes.
9.4. The Customer agrees to the transfer of personal data disclosed to the Contractor such as the Customer's name, personal identification code, date of occurrence, termination and amount of default, type of contract (payment default data) to AS Creditinfo Eesti, OÜ Krediidiregister or other credit information company, and allows the processing of payment default data for the purpose of making credit decisions in the payment default register managed by a credit information company. The Contractor shall have the right to forward the payment default data to the credit information company if the Customer has an outstanding financial obligation arising from the Contract. The Customer can get more detailed information on the further bases for the processing of payment default data from the credit information company's website (www.creditinfo.ee, www.taust.ee). The Customer has the right to demand the amendment, specification and termination of the processing of payment default data in accordance with legislation.
9.5. The Customer may withdraw the consent to the use of personal data at any time by submitting a corresponding application to the Contractor.
9.6. The Contract is governed by Estonian law.
9.7. The Parties shall settle disputes arising from the Contract through negotiations, and if no agreement is reached the dispute shall be resolved in Harju County Court.