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These general terms and conditions (Terms and Conditions) shall be applicable to services and deliveries of goods provided by SIA “polarstar.lv” (LLC), reg. No. 40103806210, address: Parka iela 8-3, Ogre, LV-5001, Latvia (Contractor) to you (Client). The Contractor and the Client hereinafter severally referred to as the Party, jointly – the Parties.

1. APPLICABILITY

1.1. These Terms and Conditions shall be applicable to any offer made by the Contractor to the Client. Also, these Terms and Conditions shall be applicable to any service that the Contractor provides to the Client and to delivery of goods (regardless of whether these are goods made by the Contractor to the Client’s order or any other goods), which the Contractor shall deliver to the Client in accordance with a separate contract between the Parties concluded for provision of the specific service or delivery of specific goods.

1.2. A Client's first-time agreement to these Terms and Conditions shall apply to all future cooperation (orders) between the Parties, until the Parties agree to the contrary or the contract between the Parties is terminated in accordance with the provisions of these Terms and Conditions.

2. MAKING AN OFFER AND ENTERING INTO A CONTRACT

2.1. Any price offer made by the Contractor shall be valid for 90 days from the moment the Contractor sends it to the Client, unless the Contractor has expressly provided otherwise.

2.2. If the Client has failed to accept any offer from the Contractor (e.g., price offer, sketches, etc.) within the deadline set by the Contractor, or the Parties have failed to agree on changes to the offer, then the Contractor's offer shall be considered as no longer valid. The offer may consist of several parts - a price offer, sketches, as well as any other information that needs to be agreed on, so that the Contractor can provide the service or deliver the product. If the Client fails to approve the offer by the specified deadline or fails to provide the Contractor with the requested information for drafting the offer, then the Contractor refrain from providing the Client with the relevant service or deliver the relevant goods.

2.3. The Client shall accept the Contractor’s offer by sending a notification to the Contractor by e-mail. After the Client has accepted the Contractor’s offer or the Parties have mutually agreed on any changes in the offer, the Client may no longer request any changes in the offer, and such changes shall only be permitted if the Contractor agrees to them.

2.4. The Contractor shall notify the Client that all information required for the provision of the service or the delivery of goods has been agreed on and shall send the Client an order confirmation form for the Client to confirm. When the Client has confirmed the order and paid any advance payments agreed by the Parties, then a contract shall be concluded between the Parties and the Contractor shall commence the performance of the contract. The Client hereby confirms that the person signing the order confirmation form is entitled to do so and to represent the Client in this matter.

2.5. After Client’s confirmation, all the information included in the order confirmation shall be binding for the Client, and the Client, upon confirming the order, acknowledges that they have familiarized themselves with it and fully understand it. The Client may request changes to such agreed information, however, such changes shall be valid only when the Contractor agrees to them. The Contractor may reject such a change proposal. If changes are significant, however, the Contractor cannot fulfil them, then each of the Parties may unilaterally terminate the contract, and in such a case, the Client shall pay the Contractor in full for any work already performed, the purchase of materials and other costs incurred by the Contractor in connection with the commencement of the performance of the contract.

2.6. In the course of the performance of the contract, the Contractor may allow for minor deviations from the contract between the Parties, provided they are insignificant and technically unavoidable and may affect the quantity, color, finish, size or weight of the material used in the performance of the contract. The Contractor shall notify the Client about visible changes.

3. PRICE AND SETTLEMENT PROCEDURE

3.1. Unless the Parties have agreed otherwise, any prices provided by the Contractor shall not include VAT and VAT shall be applied additionally.

3.2. If one or more cost-determining factors increase after the contract date, the price may change. In this case, the Parties agree on a new price or, if no agreement is reached, shall terminate the contract.

3.3. The Client shall make the payment according to the invoice issued by the Contractor, in compliance with the payment deadline provided in the invoice, by transferring the relevant amount to the Contractor’s account.

3.4. The Parties may agree on either full prepayment, partial prepayment or post-payment.

4. DELIVERY

4.1. Unless the Parties have agreed otherwise, the goods shall be picked-up for delivery from the warehouse at Skolas iela 18, Ogre, Latvia, LV - 5001.

4.2. The Parties shall agree on the time, procedures and costs of the delivery of the goods in advance.

4.3. The Contractor may deliver the ordered goods in more than one shipment. If partial deliveries of goods are made, the Contractor may issue an invoice for each shipment of the delivered goods separately.

4.4. If the Client wishes to store the finished goods in the Contractor’s warehouse after the Contractor has notified the Client that the goods are ready for dispatch, the Client shall pay the goods storage fee, i.e., EUR 7.00 + VAT for each day of storage. The Client shall pay such a fee even if they delay the acceptance of the goods, which the Parties have agreed upon. During storage period, the Contractor shall be liable for damage or loss of the goods only if incurred as a result of gross negligence or acting maliciously.

4.5. If the Client fails to remove the goods from the Contractor’s warehouse within 3 months, the Contractor shall send the Client a notice to remove the goods. If within 2 weeks after the Contractor has sent such a notice, the Client has still not removed the goods, the Contractor may dispose of them at their own discretion - expropriate, dispose of, etc.

4.6. The delivery, when provided by the Contractor, shall be in accordance with DAP - delivered at place (address provided by the Client) in accordance with Incoterms (2020). The Contractor shall be responsible for delivering the goods to the address provided by the Client, while the Client shall be responsible for unloading the goods. If the Client fails to provide the necessary resources for unloading the goods, the unloading can be carried out by the Contractor, and the Client shall cover all the Contractor’s costs incurred in connection with it. The Contractor shall not be liable for any damage to goods incurred during such unloading. If the Client does not provide the unloading of the goods, then the Contractor may refrain from unloading of the goods and take them back to the warehouse instead. In such a case, the Client shall cover all expenses related to such transportation, as well as pay the storage fee provided in Paragraph 4.4 of these Terms and Conditions.

4.7. The Parties may also agree on the delivery of goods being provided by the Client. In that case, the delivery shall be Ex Works in accordance with Incoterms (2020). In such a case, the Contractor’s sole obligation shall be to make the goods available in the territory of their warehouse, where these goods shall be accepted by the Client or a carrier engaged by the Client. The Client shall be liable for the goods from the moment the Contractor hands them over to the Client or to a carrier engaged by the Client.

4.8. Upon receiving the goods, the Client shall inspect them and visually assess for any visible damages. If the Client detects a damage that may have occurred during the transportation, they shall make a corresponding remark in the goods receipt document, CMR, adding a record of the damage (both in their copy and in the carrier’s CMR copy), and also a photo fixation of the damage shall be mandatory. Remark in the CMR and photo fixation shall be done in the presence of the supplier. In the absence of such a remark in the carrier’s CMR copy and photo fixation, the goods shall be considered delivered undamaged.

4.9. If, due to the Client’s action or omission, the goods have to be re-delivered, then such delivery costs shall be borne by the Client.

5. WARRANTY

5.1. A 3-year warranty starting from the date of issue of the delivery note shall apply to the goods.

5.2. The Client shall inspect the goods purchased at the time of delivery or as soon as possible thereafter to determine whether the correct goods in the correct quantity have been delivered.

5.3. The Contractor does not warrant that the goods shall be fit for any specific purpose of the Client, even if the Client has notified the Contractor of such a purpose, except if the Contractor has expressly committed to ensuring the conformity of the goods to a purpose mutually agreed upon by the Parties.

5.4. The Client shall notify the Contractor of any defects in the goods no later than 5 days after they were detected, but in any case no later than 30 days after delivery of the goods. Once this term has expired, the Client may no longer bring any claim against the Contractor.

5.5. In any case, the Contractor shall not be liable for any product defects that have arisen due to circumstances beyond the Contractor’s control.

5.6. In case of defects, the Contractor may, at their own discretion, repair the goods or substitute the delivered goods with new ones. In this case, the installation and dismantling costs shall be covered by the Client.

5.7. Minor deviations in quality, color, finish, size or weight shall be considered acceptable and shall not be covered by the warranty described herein.

5.8. The warranty shall not apply in the following cases:

(a) The goods have been used in an inappropriate manner;
(b) The Client or a third party has repaired the goods;
(c) Façades, profiles, boxes, electrical components, parts or the goods have been dismantled or moved;
(d) The wind speed in the immediate vicinity (within a radius of 15 km around the place of installation of the goods) exceeded 25 meters per second;
(e) The Contractor has not received full payment for the goods;
(f) The Client has failed to provide full information about the circumstances that have caused the need to apply the warranty.

6. LIABILITY OF THE PARTIES

6.1. The Contractor’s sole liability shall be the direct damages caused by their gross negligence or malice. The Contractor shall not be liable for any indirect losses or lost profits of the Client.

6.2. The Contractor shall not reimburse the Client’s expenses related to the replacement of the goods (e.g. light advertising), such as, but not limited to:

(a) The costs of moving the goods to/from the facility;
(b) The costs of disassembly/assembly of the goods;
(c) Any fuel costs;
(d) Any hotel, etc. accommodation expenses;
(e) The costs of special equipment, such as lifts, scaffolding, etc.;
(f) Man-hours;
(g) Other losses incurred by the Client resulting from the incompleteness, damage or defect of the goods, insofar this Contract does not provide otherwise.

6.3. For late payment of any kind, the Client shall pay late interest at 0.5% of the outstanding amount for each day of delay.

6.4. The Contractor’s liability shall not exceed the value of the goods delivered in accordance with the contract.

6.5. If the Client has failed to pay for the delivered goods in full and the delay in payment exceeds 60 days, the Client shall be obliged to immediately return all received goods to the Contractor at their own expense upon the relevant written request from the Contractor. If the Client has sold the product to a third party, the Contractor may contact such third party and notify them of the Client’s obligation to return the goods.

6.6. Upon agreement between the Parties, the Contractor may offer a discount for the Client’s current or future orders.

7. FORCE MAJEURE

7.1. The Parties shall not be responsible for the non-performance or delay in the performance of these Terms and Conditions or any concluded contract, if it has occurred as a result of force majeure circumstances. Any circumstances that the Parties could not have foreseen or avoided by applying reasonable efforts before the conclusion of the contract and which make the performance of the contract impossible or significantly impairs it shall be considered as such circumstances. Such circumstances may include (but are not limited to):

(a) Situations related to weather conditions or the effects of weather conditions, acts of God, natural disasters, extreme weather conditions of any kind;
(b) Strikes;
(c) Unforeseeable delay on the part of suppliers or other third parties on which the provision of the Contractor’s service depends;
(d) Covid-19 or any other pandemics.

7.2. If the performance of the Parties’ obligations is delayed for more than 3 months due to force majeure, each Party may terminate the contract.

8. TERMINATION OF THE CONTRACT

8.1. In addition to the grounds for termination of the contract referred to elsewhere in these Terms and Conditions, each of the Parties may terminate the contract sending a written notice at least 3 months in advance.

8.2. The Contractor may terminate the contract with immediate effect if the Client fails to provide the information required for the performance of the contract or fails to make any of the payments, or in any other way significantly violates the contract and fails to remedy this violation within 30 days of receiving the Contractor’s warning.

8.3. If the contract is terminated after the Contractor has started performance thereof, the Client shall pay the Contractor for the works already performed and the purchase of materials, as well as cover any other costs directly resulting from the performance of the contract.

9. THE APPLICABLE LAW AND JURISDICTION

9.1. These Terms and any agreement concluded between the Parties shall be governed by the Latvian laws. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

9.2. Any dispute between the Parties shall be referred to the court of the Republic of Latvia.

10. MISCELLANEOUS

10.1. Unless the Parties have agreed otherwise, the Contractor may publish pictures of the Client’s order from the Contractor’s plant on its website, social networks, brochures or any other marketing materials.

10.2. The Contractor reserves the right to amend these Terms and Conditions from time to time. Any amendments shall enter into force only when they have been notified to the other Party and the other Party has not objected to them within 2 weeks of the notification of these amendments. If the other Party objects to amendments to the Terms and Conditions, the previous version of the Terms and Conditions effective before the said amendments shall remain valid between the Parties. This clause shall not apply to immaterial amendments that do not affect the rights and obligations of the Parties and such amendments shall enter into force without prior notification to the other Party.

10.3. Any communications between the Parties shall be considered received as follows: by e-mail – on the second working day after sending, by registered mail – on the seventh day after their delivery to the post office, by courier against signature – on the day when the signature for receipt is made.

10.4. In case of discrepancies between these Terms and Conditions and the contract concluded by the Parties, the wording of the contract shall prevail.

10.5. In the event of a conflict between these Terms and Conditions and the Client’s terms, these Terms and Conditions shall prevail, unless the Contractor and the Client have expressly agreed otherwise.