GENERAL TERMS OF PURCHASE AND SALE

Heating Ways OÜ GENERAL TERMS OF PURCHASE AND SALE

Heating Ways OÜ (registry code 14071274, contact address: Männiku tee 112, Nõmme district, Männiku, 75511 Harju county, Estonia) (the “Seller”) is an Estonian business operating the tarksoojus.ee website and online shop at tarksoojus.ee (the “Online Shop”).

The Seller offers heating, ventilation and air conditioning equipment (such as air-to-air, air-to-water and ground source heat pumps and air conditioners), accessories and related installation services in the Online Shop. These general terms of purchase and sale (the “Terms of Sale”) apply to every purchase by a buyer (the “Buyer”) in the Online Shop unless the Seller and Buyer have entered into a separate written agreement.

The Buyer may be any legal or natural person. A natural person purchasing goods under these Terms of Sale for purposes unrelated to independent economic or business activities is considered a consumer under applicable consumer legislation (the “Consumer”).

1. ORDERING GOODS

1.1. The Buyer orders goods by submitting an order to the Seller through the Online Shop, providing their name, the quantity of goods and delivery, installation and other information needed to fulfil the order. Unless otherwise stated, installation services offered through the Online Shop are also referred to as goods in these Terms of Sale.

1.2. To assume the obligations in these Terms of Sale, the Buyer must be at least 18 years old and have legal capacity. A legal entity represented by a person must have valid legal status and full legal capacity. A representative acting for a legal entity confirms that they have full authority to bind it to the obligations arising from the transaction under these Terms of Sale.

1.3. By reviewing these Terms of Sale and clicking “I have read and agree to the terms”, the Buyer accepts the Terms of Sale applicable to the purchase under that order. The contract enters into force when the amount due is received in the Online Shop’s bank account.

1.4. The Buyer agrees that the purchase contract incorporating these Terms of Sale is concluded electronically. The Seller authorises the Buyer to save and copy the relevant order and these Terms of Sale.

1.5. By clicking “I have read and agree to the terms” and making the purchase, the Buyer confirms that they have reviewed all information about the ordered goods provided in the Online Shop, including the typical key specifications needed to make an informed purchase. For further information or assistance (such as advice on installation, compatibility with other equipment or activating features), the Buyer may email info@tarksoojus.ee, call +372 5300 3993 or contact the Seller through the Online Shop’s online customer service channel.

1.6. The Seller will notify the Buyer by email within a reasonable time whether the order is accepted or rejected. After confirmation, the Buyer must pay for the ordered goods under section 6 and follow the Online Shop’s instructions. Unless otherwise agreed, goods are not delivered until full payment is received. If full payment is not made within five (5) days of order confirmation, the order is considered terminated without further obligations.

1.7. After receiving payment, the Seller confirms it by email and provides the specifications of the goods and delivery terms.

1.8. By accepting these Terms of Sale, the Consumer also consents to the Seller storing and processing their personal data in accordance with the Personal Data Protection Act or similar legislation protecting privacy in the European Union, European Economic Area or other countries. The Consumer confirms that the Seller may process their personal data in accordance with the contract to fulfil it at the Consumer’s request and transfer the data to persons used by the Seller to fulfil the contract who must protect the Consumer’s personal data.

2. SUBSTITUTION OF GOODS

2.1. The Seller reserves the right to change the Buyer’s order due to stock availability or other objective reasons. The Seller will notify the Buyer of changes before dispatch. The Buyer must accept or reject the changes by email within two (2) working days of receiving notice. If the Buyer fails to do so, the Seller may terminate the contract and decline to fulfil the order without related liability.

3. PRICES

3.1. Prices are shown in the product offers in the Online Shop. The Seller reserves the right to change prices due to changes in exchange rates, bank charges, material or labour costs, government action or other causes beyond its control. Price changes do not affect goods whose orders have been accepted and paid for.

3.2. The prices shown in product offers include applicable VAT.

3.3. Unless otherwise stated in the offer, prices exclude delivery, unloading, installation and storage costs and duties, taxes or other charges relating to the goods. These costs are borne by the Buyer.

3.4. The Online Shop may withdraw from a sale and require the Buyer to return the goods if their price was mistakenly shown substantially below market value.

4. DELIVERY TERMS

4.1. By default, goods are delivered only within the Republic of Estonia in accordance with Estonian law. Delivery takes 2–3 days. Delivery outside Estonia is available only by agreement with the customer.

4.2. If the Buyer requests expedited delivery, the Buyer bears its costs (express shipment and other services). Otherwise, delivery costs are borne by the party specified in the Online Shop. Where the Buyer bears these costs, the price is also stated in the order.

4.3. The Seller decides at its sole discretion the most convenient method of delivery.

4.4. When goods are ready for dispatch, the Seller sends written notice by email or SMS stating the estimated delivery time. The Seller must deliver within a reasonable time after that notice, and the Buyer must accept the goods promptly.

4.5. Risk of accidental loss or damage and other related risks pass to the Buyer when possession of the goods is transferred at the delivery destination. If the goods cannot be handed over for reasons relating to the Buyer, those risks pass when the Seller has duly fulfilled its delivery obligation.

4.6. Immediately on receipt, the Buyer must thoroughly inspect the goods and check that all parts are undamaged and match the order. Any damage during delivery and other visible non-conformities noticed or reasonably noticeable on receipt must immediately be recorded in writing on the delivery document and reported to the Seller. Claims for other defects or non-conformities must be submitted to the Seller in writing by email within fourteen (14) days of receipt. If the Buyer breaches any provision of this clause, the Seller may refuse claims relating to the goods or delivery. For the avoidance of doubt, this clause does not apply to Consumers.

4.7. Without prejudice to section 10, goods ordered by the Buyer cannot be returned, refunded or exchanged.

4.8. If ordered goods cannot be supplied because they are unavailable or for another reason, the Buyer will be notified as soon as possible and the payment, including delivery costs, refunded without delay and no later than 14 days after notice.

4.9. The Seller may unilaterally change delivery deadlines if delivery is delayed for reasons beyond its control. The Buyer will be notified as soon as possible through the Online Shop and/or by the agreed method. If the Buyer does not accept the delay, they may cancel the order by written notice to the Seller.

5. BUYER’S REFUSAL TO ACCEPT GOODS

5.1. If the Buyer does not accept delivered goods within the time set by the Seller, the Buyer bears all delivery-related costs, including unexpected storage costs.

5.2. If the Buyer delays acceptance for more than fourteen (14) days after being notified that the goods have arrived, the Seller may wholly or partly terminate the relevant part of the contract, including the order, by notice and claim compensation for losses caused by the Buyer’s failure to accept delivery.

6. PAYMENT TERMS

6.1. Ordered goods must be paid for in advance regardless of the payment method selected. Payments are made in euros.

6.2. The Buyer must select a suitable payment method. The following methods are offered:

6.2.1. bank transfer;

6.2.3. credit card;

6.2.4. payment by invoice: clicking “Pay by invoice” when confirming the order sends the invoice to the Buyer’s email address. The Buyer must pay to the bank account shown within five (5) days of receiving the invoice;

6.2.5. instalment payment: clicking “ESTO instalments” or “Liisi instalments” when confirming the order redirects the Buyer to the third-party provider to apply and enter into an instalment agreement.

6.2.6. cash on delivery (COD): the customer pays the courier by card or cash on receipt of the parcel(s). The cash limit is €1,100 and the card payment limit is €1,278. The Buyer must pay the courier on receipt unless otherwise agreed with the Seller.

6.3. For the avoidance of doubt, the Seller’s obligation to deliver does not arise until the Seller receives full payment. This also applies to the payment methods in clauses 6.2.4 and 6.2.5.

6.4. The Seller bears all payment-related costs, such as bank transfer, credit card or instalment service costs. Payment is considered made when it reaches the Seller’s account.

6.5. The Buyer may not suspend payments due to circumstances for which the Seller is responsible, offset them against any liability of the Seller or unilaterally reduce the price.

7. OWNERSHIP

7.1. Ownership passes to the Buyer after the price and all related payments have been paid to the Seller in full.

7.2. Before ownership is transferred, the Buyer may not make commitments concerning or pledge the Seller’s goods; any such commitments or pledges are not binding on the Seller.

8. SUITABILITY OF EQUIPMENT

8.1. Before concluding the sales contract, the Buyer must ensure that the equipment’s technical specifications are suitable for the building and location. In particular, the Buyer must consider:

8.1.1. property data (floor area and volume);

8.1.2. for supplementary heating, the property’s thermal insulation must be at least 60 W/m². If the Buyer has not commissioned an energy audit to establish this level of insulation, there is a risk that the equipment will not provide sufficient heating capacity.

8.1.3. when purchasing air-to-water or ground source heat pumps, if the Buyer has not provided an energy audit and heating design (or ordered these from the Seller) establishing the building’s precise heating requirements and system configuration, the Seller cannot verify this value and is not responsible for sufficient heating output. In that case, the Seller calculates the building’s total heat requirement as 60 W/m² at an outdoor temperature of −20°C (e.g. 100 m² × 60 W = 6,000 W or 6.0 kW for a 100 m² house at −20°C).

Heat pump output is calculated on the basis that the heat pump covers at least 80% of the building’s energy needs and the integrated supplementary heater covers the remaining 25%.

8.1.4. the property’s cooling requirement must be at least 100 W/m². Without a specific audit to determine the cooling requirement, the Buyer acknowledges the risk that the equipment may not provide sufficient cooling capacity.

8.2. The Buyer must recognise that the indicators referred to in clause 5.1 alone do not establish suitability and the equipment may not provide the required heating or cooling capacity. This also requires assessing room layout and the parameters of doors, windows, ventilation and other heating and cooling equipment.

8.3. If no heating/cooling design has been commissioned from the Seller and no energy audit results provided, submitting confirmation means the Buyer confirms that the equipment’s specifications suit the intended location. The Seller is not responsible for unsuitability in that case.

8.4. The Seller provides a binding recommendation and is responsible for suitability at the property, including under the sales warranty, if:

8.4.1. the property’s thermal insulation is at least 60 W/m² and cooling requirement 100 W/m²; and

8.4.2. before ordering equipment, the Buyer orders a heating/cooling design from the Seller at its listed price (not included in the equipment price) or provides a valid energy audit by a professional auditor; and

8.4.3. the Buyer follows the Seller’s recommendations based on the heating/cooling design or energy audit.

8.5. In a dispute about suitability, the basis for assessing insulation at the equipment’s location is an energy audit provided by the Buyer and carried out by a company accepted by both parties.

9. WARRANTY

9.1. The Seller provides a warranty valid only in Estonia on the conditions set out in section 8.

9.2. Warranty claims for defects in goods and materials not caused by normal wear or the Buyer’s omissions may be made only as follows:

9.2.1. Full warranty: valid in Estonia for goods purchased with installation provided by the Seller. The Buyer must notify the Seller during the warranty period and describe the defect sufficiently precisely. The Seller bears the costs of remedying defects and transporting goods to the Seller or its authorised service partner. All non-essential equipment must be removed from returned goods.

9.2.2. Limited warranty: valid in Estonia for goods purchased without installation but installed by a certified installer holding a permit to handle stationary refrigeration, air conditioning and heat pump equipment containing fluorinated greenhouse gases and at least a level II refrigeration mechanic qualification. It also applies to spare parts and accessories bought in the Online Shop. Within four (4) months of purchase, the Buyer must email an installation report signed by a Seller-approved installer and proof of payment for installation to info@tarksoojus.ee. The Buyer must report defects during the warranty period and describe them sufficiently precisely. The limited warranty covers only replacement of defective goods, parts or accessories by delivering replacements to the Buyer, and excludes other costs, such as diagnosis, transport, repair services and installation. It covers a maximum of two (2) warranty cases per purchase. The Buyer has no further warranty claims after the Seller supplies a replacement component for the second case.

9.3. The warranty period for consumer purchases is 24 (twenty-four) months from delivery.

9.4. The warranty applies only if:

9.4.1. the goods were installed by the Seller or an installer approved by the Seller (the Buyer must prove this with a signed installation report and proof of payment);

9.4.2. installation follows the manufacturer’s installation manual. Installation manuals can be requested at any time by emailing info@tarksoojus.ee

9.4.3. the goods were regularly maintained before the defect arose;

9.4.4. the goods were used in accordance with the Seller’s instructions and the user manual;

9.4.5. the defect is not due to normal wear;

9.4.6. the defect is not caused by intentional or negligent conduct of the Buyer or a third party.

9.5. The Buyer may contact the Online Shop within two months of discovering a defect at: info@tarksoojus.ee If the obligations in section 8 are breached, the Seller may refuse warranty coverage and declare the warranty invalid.

9.6. Replaced defective goods and/or components become the Seller’s property and must be returned promptly.

9.7. To the extent permitted by applicable law, the Seller is not liable for indirect losses suffered by the Buyer.

9.8. If the Buyer expressly chooses a delivery method other than the least expensive standard method offered by the Online Shop, the Online Shop need not refund costs exceeding standard delivery costs.

9.9. The wholesaler’s or manufacturer’s warranty does not apply in the following cases:

– Force majeure, including faults caused by natural events

– Use for unintended purposes

– Normal wear of products and components

– Installation by, or under the responsibility of, a person or company without the required qualifications

– Repair, maintenance or modification by, or under the responsibility of, a person without the required qualifications

– Careless or improper use

– Product origin cannot be identified from the serial number

– Faults caused by power fluctuations

– Damage caused by the quality of water in the system.

9. FORCE MAJEURE

9.1. The Seller may cancel an order and is not liable for total or partial failure to fulfil contractual obligations caused by force majeure, such as fire, flood, earthquake, war, strikes, legislative changes, acts or omissions of the manufacturer or carrier, or other circumstances beyond the Seller’s control that could not have been foreseen when entering into the contract, provided the Seller could not avoid the circumstances or consequences and they directly affect performance. The time for performance is extended by the duration of those circumstances.

9.2. The Seller must notify the Buyer of force majeure circumstances and their expected duration immediately and no later than ten (10) days after they arise.

10. CONSUMER’S RIGHT OF WITHDRAWAL

10.1. The rights and obligations in section 10 apply only to Consumers.

10.2. The Consumer may return ordered goods to the Seller without giving a reason within fourteen (14) days of receipt. During that period, the Consumer must comply with all laws and regulations governing use of the goods and keep them in good condition.

10.3. To exercise withdrawal, the Consumer must submit a written withdrawal notice to the Seller. It may be sent to: Männiku tee 112-312, Nõmme district, Männiku, 75511 Harju county, Estonia, or emailed to: info@tarksoojus.ee

10.4. The notice is considered valid if received by the Seller within fourteen (14) days of delivery. The Seller promptly acknowledges receipt by email.

10.5. The Consumer must return the goods promptly in the same condition as received and no later than fourteen (14) days after submitting the notice. If not returned by the deadline set by the Seller, the right to return is considered expired.

10.6. The Seller must refund all payments received for the goods, including transport costs, within fourteen (14) days of receiving the withdrawal notice, using the same payment method as the Consumer.

10.7. Without prejudice to the preceding clause, the Seller may withhold reimbursement until the goods have been returned or proof of return provided.

10.8. The Consumer bears all direct costs, including shipping, of returning goods delivered under these Terms of Sale.

10.9. To return goods, send a free-form withdrawal notice to info@tarksoojus.ee no later than 14 days after receipt.

10.10. If an order is returned in part, postage paid at ordering is refunded in proportion to the number of products returned.

10.11. If goods have been used beyond what is necessary to establish their nature, characteristics and functioning, or show signs of use or wear, the Online Shop may reduce the refund to reflect the loss in value.

11. APPLICABLE LAW AND DISPUTE RESOLUTION

11.1. The relationship between the Buyer and Seller is governed by Estonian law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to the parties’ rights and obligations under these Terms of Sale, and the parties expressly exclude its application.

11.2. The parties will use their best efforts to resolve disputes, disagreements and claims arising from or affecting these Terms of Sale through negotiation.

11.3. If no agreement is reached, disputes, disagreements or claims relating to these Terms of Sale or breach, termination or validity of the contract are resolved by Harju County Court, Estonia. If the Buyer is a Consumer, disputes are submitted to the competent court in the defendant’s country of residence or, at the Consumer’s choice, the competent court in their country of residence or another competent consumer dispute resolution body under applicable law (including the European online dispute resolution platform for out-of-court resolution: http://ec.europa.eu/odr). Consumer Disputes Committee: https://consumer.ee/esita-kaebus/

1 January 2024

Contact

info@tarksoojus.ee

+372 5300 3993

Service areas in Estonia

• Harjumaa

• Raplamaa

• Järvamaa

• Viljandimaa

• Tartumaa

• Läänemaa

• Saaremaa

• Hiiumaa

• Pärnumaa

• Võrumaa

Social media

Heating Ways OÜ

14071274

EE101890054