1.1. These General Terms and Conditions of Sale (“Conditions of Sale”) govern all deliveries and services provided by ÖYE Packaging OÜ (“ÖYE Packaging”). These conditions are exclusively applicable to entrepreneurs, which include natural or legal persons, or entities subject to public law, conducting commercial or independent business activities within the scope of legal transactions.
1.2. These Conditions of Sale govern your use of ÖYE Packaging services, including use of the ÖYE Packaging website https://oyepackaging.com/ (the “Website”), including the sale, purchase, and use of Products (listed below) and services (the “Services”). You agree to these Conditions of Sale by mutually agreeing and signing a purchase order document, invoice, confirming design via e-mail, and other documents that may be applicable with regard to ÖYE Packaging. In this document, you may be referred to as ‘’you’’, ‘’your’’, or ‘’Customer’’.
1.3. Your understanding and agreement with ÖYE Packaging related to the Service is regulated exclusively by these Conditions of Sale. In the event if ÖYE Packaging fails to observe provision(-s) of the Conditions of Sale it shall not be construed as a waiver of rights and obligations established in these Conditions of Sale. A waiver of any rights and obligations established in these Conditions of Sale shall only be valid if it is manifested and agreed in writing by an authorized representative of ÖYE Packaging.
1.4. Any modifications and/or deviations from these Conditions of Sale proposed by the Customer will not be binding for ÖYE Packaging unless expressly accepted by ÖYE Packaging in writing. Unconditional delivery, service provision, or payment acceptance shall not constitute recognition of differing terms. Any terms that are contrary to these Conditions of Sale are null and void unless otherwise agreed to in writing by an authorized representative of ÖYE Packaging.
2.1. In these Conditions of Sale, except to the extent that the context requires otherwise or has specifically defined, the following expressions shall have the meanings ascribed to them below:
2.1.1. “Applicable Laws” means:
2.1.1.1. all laws, code of practice, regulations, guidelines, instructions, or other instruments having the force of law whatsoever form that any competent regulatory, governmental, or judicial authorities in the Republic of Estonia (“Estonia”) may issue from time to time related to the subject of these Conditions of Sale or otherwise, including Tarbijakaitseseadus (Law on Consumers Protection of the Republic of Estonia);
2.1.1.2. Directive 97/7/EC of the European Parliament and of the Council of 20 May 1997 on the protection of consumers in respect of distance contracts;
2.1.1.3. Regulation (EU) 2016/679 of the European Parliament and of the Council (April 27, 2016) on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation);
2.1.1.4. In the event of any dispute between the Customer and ÖYE Packaging, the Customer and ÖYE Packaging agree to attempt to reach an amicable settlement in good faith. Should an attempt to reach an amicable settlement be unsuccessful the Customer and ÖYE Packaging agree to irrevocably submit to the jurisdiction of the Courts of the Republic of Estonia.
2.1.2. “the Service” – designing, developing, producing, assisting in producing, printing, preparing, and placing production orders of sustainable packaging (drip coffee bags, pouch bag(s), carton box(-es), as well as preserving, processing and sorting raw materials provided to ÖYE Packaging by the Customer.
2.1.3. “Raw material” – unprocessed materials or natural materials such as coffee beans or ground coffee provided to ÖYE Packaging by the Customer with the purpose of manufacturing the Product and/or receiving the Service.
2.1.4. “the Design or Packaging design” – form, models, figures, dimensions, weights, structure, materials, color, imagery, typography, and regulatory information with ancillary design elements provided by the Customer to ÖYE Packaging to render the Service or manufacture the Product in terms of these Conditions of Sale. ÖYE Packaging shall use its best efforts to ensure their accuracy.
2.1.5. “Products” – various sustainable packaging products found on the Website or offered to Customer by ÖYE Packaging on an individual basis. Products and all content found on the Website is provided solely for informational purposes. All photos, videos, and other images of Products found on the ÖYE Packaging Website are for illustrative purposes only. The actual product may differ from that shown on the ÖYE Packaging Website.
2.1.6. “Disclosing Party” – natural or legal person disclosing confidential information.
2.1.7. “Receiving Party” – natural or legal person who receives the confidential information.
2.1.8. “Personal Data” – refers to data, whether true or not, about an individual who can be identified from (a) that data alone or (b) from that data and other information which ÖYE Packaging has or is likely to have access.
2.1.9. “Imminent harm” means harm that is on the point of happening to the ÖYE Packaging business due to the fault of the Customer.
2.1.10. “Confidential Information” refers to:
2.1.10.1. any kind of information or material related to Disclosing Party’s business, including (but not limited to) trade secrets, user data, business, scientific or technical information, and any concept, samples, reports data, know-how, works-in-progress, designs, any marketing strategies, customers or suppliers lists, employees, partners, capital, products, systems, methodologies, processes, financial information, sales estimates, market opportunities, business plans and/or ideas/intentions related to the ÖYE Packaging or the Customer and their development (whether in written, oral, electronic, illustrated or any other form) expressed directly or indirectly by the Disclosing party or representatives of the Disclosing party to the Receiving party prior or after the date of conclusion of these Conditions of Sale or in the case if the Receiving party has obtained the said information during the term of provision of services stipulated in these Conditions of Sale;
2.1.10.2. any kind of information related to the scope of these Conditions of Sale;
2.1.10.3. all documents and information prepared by the Customer and/or ÖYE Packaging in any form or obtained in any other way within the scope of these Conditions of Sale.
2.1.11. Notwithstanding the aforementioned, Confidential Information shall exclude information that:
2.1.11.1. is already in the public domain at the time of disclosure by the Disclosing party to the Receiving party;
2.1.11.2. was developed by the Receiving Party on its own, independent from any confidential or proprietary information obtained from the Disclosing Party and/or any third party;
2.1.11.3. is permitted for distribution by the written permission of the Disclosing party;
2.1.11.4. the disclosure of which is required by the Applicable laws and regulations.
3.1. ÖYE Packaging Service and Product offers are subject to change. The information contained in ÖYE Packaging Website may be changed at any time at the sole discretion of ÖYE Packaging and without prior notice. ÖYE Packaging encourages the Customer to read these Conditions of Sale before each purchase.
3.2. The Customer manifests the intent of accepting, reading, and understanding these Conditions of Sale by:
3.2.1. paying the full amount due to ÖYE Packaging for Products or Services purchased as specified in these Conditions of Sale. The orders exceeding €10,000 (ten thousand euro) shall be paid in two installments: the first 50% (fifty percent) payment constitutes the acceptance of these Conditions of Sale by the Customer and;
3.2.2. upon final confirmation of the design by the Customer. The Customer shall confirm the final Design within 2 weeks. If the Customer is unable to meet the Design confirmation deadline stated in this clause or finds the deadline to be unacceptable for some other reasons, ÖYE Packaging reserves the right to cancel the order at its sole discretion
3.3. Approved Design by the Customer serves as the basis for agreed Products or Services. Any claims by the Customer after final confirmation of the Design are null and void.
3.4. This contract of Conditions of Sale is finalized upon written confirmation that the order is executed by ÖYE Packaging. The said written confirmation is sent by virtue of e-mail.
4.1. The price applied to Products and/or Services is based on the prevailing rate at the time of the purchase order placement by the Customer. Prices are denominated in the currency of Euro and are exclusive of VAT, taxes, duties, and other applicable charges under the contract, which are the responsibility of the Customer. Delivery costs and any associated expenses are also borne by the Customer.
4.2. In the event of fluctuations in material or semi-finished goods prices, employer contributions, employment conditions, exchange rates, or similar post-order acceptance circumstances, ÖYE Packaging reserves the right to adjust prices accordingly. Should the increase exceed 12% (twelve percent), the Customer may cancel these Conditions of Sale via written statement, unless ÖYE Packaging agrees to fulfill the order, fully or partially, at the originally agreed-upon price.
5.1. Products are delivered under Incoterm DAP (Delivery At Place). ÖYE Packaging delivers to the Customer's destination. Transport costs are separate, paid by the Customer. Import formalities' costs of the Product or Service are excluded and are borne by the Customer.
5.2. All Products and/or Services are shipped at the expense and risk of the Customer unless otherwise agreed in writing.
5.3. Partial deliveries are permissible if feasible for the Customer and there was a prior mutual written agreement reached between the parties.
5.4. The delivery date may be delayed due to technical production problems, as purchased Products and/or Services are produced and designed individually for each Customer. In the case of delayed deliveries or services, the Customer may set a reasonable grace period if ÖYE Packaging exceeds the agreed timeframe or fails in contractual obligations.
5.5. If the Product or Service delivery is not met after a grace period, the Customer must notify ÖYE Packaging, setting further deadlines for withdrawal or compensation.
5.6. Delays of up to five (5) working days due to export controls for Products or Services shipped outside the European Union do not constitute grounds for delay.
5.7. The shipping costs for the return of the Product or Service are totally borne by the Customer.
6.1. Property rights in all the Products or Services delivered shall remain vested in the ÖYE Packaging and shall not pass to the Customer until all monies owing to the ÖYE Packaging by the Customer as per agreement/invoices, as well as any other debts owing to the ÖYE Packaging by the Customer, have been paid in full by the Customer.
6.2. ÖYE Packaging is entitled to reclaim the Products or Services and unilaterally withdraw from these Conditions of Sale unilaterally and without the consent of the Customer in cases specified in clause 13.1. of these Conditions of Sale.
6.3. The parties agree that reorganization/restructuring or change of either parties management cannot form the grounds for termination of these Conditions of Sale. In the event when one of the parties is reorganized or liquidated, these Conditions of Sale remain in force and their provisions are binding on the Party’s successor. The parties shall notify each other of the occurrence of such circumstances 1 (one) month in advance in writing.
7.1. In the event of a Force Majeure, which refers to events or conditions beyond the reasonable control of the parties, such as natural disasters, acts of war, government actions, labor strikes, or any other similar occurrences, both parties will be temporarily relieved from their contractual duties until the situation is resolved or the impact is mitigated. This ensures that neither party is held liable for performance delays or failures caused by these exceptional circumstances.
7.2. The clause outlines the procedure to be followed when a Force Majeure event occurs. It typically requires the party affected by such an event to promptly notify the other party (not later than 5 (five) working days from the occurrence of such event), indicating the nature of the event, its impact on these Conditions of Sale, and the estimated duration of the delay. The parties may agree to extend deadlines, adjust delivery schedules, or even terminate these Conditions of Sale if the Force Majeure event persists for an extended period of at least 1 (one) month, making performance impractical or commercially unviable.
8.1. ÖYE Packaging sends invoices electronically.
8.2. Payment for Products or Services shall be completed via bank transfer based on the invoice issued by ÖYE Packaging.
8.3. For bank transfers, payment must be made within 3 (three) working days from the day ÖYE Packaging sent the invoice to the Customer unless otherwise mutually agreed in writing
8.4. Failure to settle the payment or provide proof that the transaction occurred within 3 (three) working days from the day ÖYE Packaging has sent the invoice to the Customer shall result in cancellation of the order and loss of applied sale conditions.
8.5. All orders are subject to acceptance by ÖYE Packaging. The orders shall be deemed accepted by ÖYE Packaging upon written confirmation sent via e-mail stating that the credited sum(-s) was received by ÖYE Packaging.
8.6. ÖYE Packaging shall have the right to reject any order if the Customer fails to execute the payment according to the provisions of these Conditions of Sale or other terms agreed by the parties in a written form, by giving the Customer written notice not less than 3 (three) days prior to the effective date of such rejection.
8.7. The orders exceeding €10,000 (ten thousand euros) may be paid in two installments. The first installment of 50% (fifty percent) from the total amount is payable within 3 (three) working days from the day ÖYE Packaging has sent the invoice to the Customer. The second installment of the remaining 50% (fifty percent) balance is due within 3 (three) working days from the day ÖYE Packaging sent the e-mail to the Customer confirming the fact that the Customer’s order was produced.
8.8. If the Customer delays the payment, all outstanding payments owed to ÖYE Packaging shall become immediately due, and other orders made by the Customer shall be stopped until all monies owed to the ÖYE Packaging by the Customer, have been paid in full.
9.1. The Customer shall immediately upon receipt examine whether a delivery corresponds to the quantity and type of Products or Services ordered and whether there are any external recognizable transportation damages or other obvious deficiencies. The Customer must notify ÖYE Packaging within 14 (fourteen) days of receipt of the shipment of any defect or non-conformance. After such a 14 (fourteen) day period, Customer shall be deemed to have irrevocably accepted the Products or Services. The Сustomer’s failure to inspect and report any defect within 14 (fourteen) days waives ÖYE Packaging's obligation to correct such error.
9.2. If the Products or Services delivered do not correspond to the quantity or quality, or have material defects in them (including wrong Product and/or Services) the Customer may give written notice to ÖYE Packaging within 14 (fourteen) days of receipt of the shipment of the Products and/or Services, and ÖYE Packaging must within a reasonable time rectify non-compliance and if reasonably required, must re-supply the complying Products and/or Services.
9.3. Notwithstanding provision 9.1. and 9.2. of these Conditions of Sale, in the event of a latent defect, Customer shall have a maximum of 6 (six) months to report such latent defect to ÖYE Packaging. If the Products and/or Services have been used or processed in any way, claims won’t be accepted. Claims do not empower the Customer to postpone any payment owed to ÖYE Packaging.
9.4. The ÖYE Packaging must review and investigate complaints on an individual basis, informing the Customer within a reasonable period, not exceeding 45 (forty-five) working days.
9.5. For confirmed defective orders, ÖYE Packaging provides replacements, improvements, discounts, or refunds within a reasonable timeframe. When the Customer is entitled to the refund such refund may not exceed the total invoice amount of the order done by the Customer, except in cases of intent or willful recklessness.
9.6. Notwithstanding the above, ÖYE Packaging will have no obligation to correct errors, refund, replace, or repair any Products and/or Services if:
9.6.1. the Products and/or Services have been handled, processed, or stored inappropriately by the Customer;
9.6.2. the Products and/or Services have already been processed or used;
9.6.3. if the Customer has not fully met his obligation under these Conditions of Sale, as well as if the Customer did not complete the Claim Report Form accordingly.
9.7. Customer's recourse claims follow the legal scope; agreements with customers of the Customer do not extend to ÖYE Packaging. This also applies to expense, defect or damage reimbursement.
9.8. The ÖYE Packaging replaces faulty goods at their expense and risk. The costs of any returns approved by ÖYE Packaging in accordance with these Conditions of Sale will be borne by the Customer, unless otherwise mutually agreed between ÖYE Packaging and the Customer in writing.
9.9. Partial delivery faults do not warrant complete rejection of the order.
9.10. The ÖYE Packaging is not responsible for faults in the Raw material furnished by the Customer. The Customer shall make sure that their Raw materials supplied to ÖYE Packaging are of good quality.
9.11. The ÖYE Packaging is not liable for any faults that the Customer provided in relation to content design, including grammatical mistakes, EAN, or QR codes.
10.1. A person who is not a party to these Conditions of Sale has no right to enforce any term of these Conditions of Sale.
10.2. The rights and obligations of these Conditions of Sale cannot be assigned to any third party without the prior written consent of the ÖYE Packaging, which consent shall not be unreasonably withheld.
11.1. Given the intricate nature of industrial production processes, all orders are subject to under-runs and over-runs of not more than 10% (ten percent). ÖYE Packaging reserves the right to vary the quantity delivered by a margin up to 10% (ten percent) in under-runs or over-runs of the original quantity ordered by the Customer and to charge or refund for this variation in quantity on a pro-rata basis. Should such a variation in the quantity arise, the Customer will receive prompt written notification.
11.2. Deviations within standard limits for quality, colors, weight, or appearance align with product quality standards and are considered acceptable.
12.1. ÖYE Packaging Products necessitates maintaining humidity level between 45% (forty five percent) and 55% (fifty-five percent) and storage temperatures within the range of 19°C to 23°C, as well as other conditions specified in the Product’s Technical data sheet found on the Website.
12.2. ÖYE Packaging Products are not suitable for sterilization, pasteurization, vacuumization or microwave heating unless otherwise specified in the Product's Technical data sheet found on the Website.
12.3. ÖYE Packaging may require a minimum number of units of a Product or Service or a minimum weight of a Product or Service to place the order of the Customer. If the Customer submits a purchase order that falls short of the minimum required by ÖYE Packaging for placing production, the order will be amended accordingly and sent back to the Customer for approval.
12.4. ÖYE Packaging makes reasonable efforts to accurately display the attributes of the Products or Services ordered by the Customer, including the applicable colors, however ÖYE Packaging at the same time does not guarantee the exact color tone match of any Product or Service. Deviation in color resulting from the standard printing process, wide range of colors, melting of color pigments that originate stains on chromatic variations areas, temperature sensitive ink that may lead to slight color tone differences are permissible and do not form the grounds for rejection of the Products and/or Services. The Customer is fully aware that deviation of the color is permissible in accordance with the standards of the International Commission on Illumination – Delta E.
13.1. ÖYE Packaging reserves the right to unilaterally terminate these Conditions of Sale with the Customer, reclaim the Products or Service without the need for prior notice in the following circumstances:
13.1.1. if the Customer delays any payment or performance of any obligation specified in these Conditions of Sale for more than 10 (ten) working days and such delay is not ÖYE Packaging's fault;
13.1.2. if the Customer has provided false information or statements during the conclusion or execution of these Conditions of Sale;
13.1.3. if during the conclusion or execution of these Conditions of Sale, the Customer has violated any legislation that is related to these Conditions of Sale, or any legislation related to the performance/execution of these Conditions of Sale;
13.1.4. the insolvency process of the Customer has been declared or other circumstances have occurred that prevent or will prevent the Customer from continuing to perform these Conditions of Sale in accordance with the provisions of these Conditions of Sale;
13.1.5. if the Customer has caused any type of damage to ÖYE Packaging;
13.1.6. if these Conditions of Sale cannot be executed due to the fact that during the execution of these Conditions of Sale international or national sanctions have been applied to the Customer or sanctions imposed by a member state of the European Union or the North Atlantic Treaty Organization (NATO) affecting significant financial and capital market interests;
13.1.7. If in ÖYE Packaging's opinion beyond any reasonable doubt, the Customer has actually created imminent harm to ÖYE Packaging business;
13.1.8. If in ÖYE Packaging's opinion beyond any reasonable doubt, the Customer uses, allows the use, or intends to use the Products and/or Services in a fraudulent way.
13.2. If the Customer terminates the contract prior to Product or Service production, an operation fee of 10% (ten percent) of the order value will be charged by ÖYE Packaging. If the termination occurs during/after order production, the customer is liable to pay the entire order value.
14.1. Except as otherwise expressly provided in these Conditions of Sale, each Party shall bear all legal and other professional costs and expenses, incurred by it in connection with the preparation, negotiation or entry into of these Conditions of Sale.
14.2. The data is processed according to article 13 of the General Data Protection Regulation and Privacy Policy found on the Website. The Parties shall comply with the General Data Protection Regulation.
14.3. By signing these Conditions of Sale, the Parties confirm that they agree to the processing of their data for the purposes of performance of these Conditions of Sale and to use such data for the provision of the Products or Services and performance of obligations referred to in these Conditions of Sale according to the laws of the European Union and the Republic of Estonia.
14.4. Each Party is aware that upon receipt of any personal data from the other Party within the framework of these Conditions of Sale, it becomes the controller of the received personal data.
14.5. All Confidential Information disclosed shall remain the sole and exclusive property of the Disclosing Party. Nothing in these Conditions of Sale nor the disclosure of Confidential Information pursuant to these Conditions of Sale constitutes or shall be construed information of the Receiving Party or its copyright, patent trade secrets, trademarks, or other intellectual property rights.
14.6. The Receiving Party by accepting these Conditions of Sale acknowledges that all existing and future intellectual property rights related to the Confidential Information are exclusive titles of the Disclosing Party.
14.7. The Receiving Party shall promptly cease to use and return or destroy any Confidential Information (including copies and reproductions) upon the request of the Disclosing Party or when the use of the Confidential Information is no longer required for the purposes of these Conditions of Sale or upon termination of these Conditions of Sale. If the Confidential Information or its copies and reproductions cannot be returned, the Receiving Party is obliged to destroy it completely.
14.8. The obligation not to disclose the Confidential information shall remain in force indefinitely, notwithstanding the termination of these Conditions of Sale
14.9. ÖYE Packaging does not acquire any rights in any and all the Customer’s intellectual property and all such property will remain at all times with the Customer. Similarly, ÖYE Packaging is not permitted to use any intellectual property belonging to the Customer except upon the prior written consent by the Customer and for the purpose of performing these Conditions of Sale Agreement and/or using particular images of Customer’s goods for advertisement purposes.
14.10. The Customer is not permitted to use any intellectual property of ÖYE Packaging except for the purposes contemplated by the Products or Services provided to the Customer or as permitted in a written form by ÖYE Packaging.
15.1. These Conditions of Sale embody all the terms and conditions agreed upon between Parties and supersede and cancel in all respects all previous representations, warranties, agreements, and undertakings (if any) whether such be written or oral, made between the Parties with respect to the subject matter hereof, save and except those mutually agreed in writing between Parties.
16.1. If any term or other provision of these Conditions of Sale is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of these Conditions of Sale shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to either party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify these Conditions of Sale so as to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.
17.1. These Conditions of Sale shall be construed in accordance with the laws of the Republic of Estonia, excluding the 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG).
17.2. The illegality, invalidity or unenforceability of any term of these Conditions of Sale under the law of any jurisdiction shall not affect their legality, validity, or enforceability under the law of any other jurisdiction nor the legality, validity, or enforceability of any other provision of these Conditions of Sale.
17.3. In the event of a conflict of laws between the laws, regulations, instructions, and any other legal acts of any jurisdiction other than the Republic of Estonia, the laws of the Republic of Estonia, as well as regulations, instructions and any other legal acts prevail to the extent of the conflict.
18.1. All notices, requests, demands and other communications given hereunder (collectively “Notices”) shall be in writing and delivered via e-mail.
18.2. Any communication made by or on behalf of any of the Parties to any other Party shall be in writing in the English language unless otherwise agreed upon by both parties.
18.3. ÖYE Packaging shall confirm receipt of a received Customer’s written letter via e-mail within 24 (twenty-four) hours by writing confirmation e-mail.
19.1. The director and/or representative of the Customer personally, irrevocably, and unconditionally represents and warrants to ÖYE Packaging that he or she has full authority to act on behalf of the Customer and further, that the Customer has duly authorized and is aware of these Conditions of Sale and has agreed to the same. In the event that the director and/or representative of the Customer has no authority to act on behalf of the Customer, he or she agrees to fully indemnify ÖYE Packaging in respect of all costs, losses, damages, and injury suffered as a result of his or her representation and/or warranty.
19.2. The Customer agrees that ÖYE Packaging may at its sole discretion, carry out verification checks of the Customer and/or its representatives and will require the Customer and/or its representatives to provide certain documents for verification purposes. The Customer and/or its representatives agree that the Customer will, when requested, promptly provide the documents for the purposes of proof of identity, residence and address, and age as may be necessary.
20.1. ÖYE Packaging hereby warrants and guarantees that the Products and Services shall not be in breach of any Applicable Laws and shall be provided in accordance with the terms of these Conditions of Sale.
20.2. The Customer is obliged to ensure compliance with import, transport, storage, and usage regulations of any applicable law.
20.3. No failure, delay, relaxation, or indulgence on the part of any Party in exercising any power or right conferred upon such Party in terms of these Conditions of Sale shall operate as a waiver of such power or right, nor shall any single exercise of any such power or right preclude any other or future exercise thereof, or the exercise of any other power or right under these Conditions of Sale.
20.4. Except as expressly provided under these Conditions of Sale, no variation, modification, or waiver of any provision of these Conditions of Sale nor consent to any departure by any party therefrom, shall in any event be of any force or effect, unless the same shall be confirmed in writing, signed by all Parties, and then such variation, modification, waiver or consent shall be effective only to the extent for which it may be made or given.