Purchase Terms for Legal Entities

Terms of Sale for Legal Entities

Frogest OÜ, registry code 12661899 (hereinafter Service Provider) and the Client, who places an order in the online store www.frog.ee and identifies themselves by entering their personal data into the order (hereinafter Service User or Client), conclude this e-store usage agreement (hereinafter Usage Agreement) on the basis of the standard terms and conditions. Before entering into the agreement, please read the standard terms and conditions set out below, which form an integral part of the Usage Agreement.

1. ONLINE STORE

1.1 The online store www.frog.ee (hereinafter online store) is an internet store created by the Service Provider, through which products are sold to the Service User.

1.2 frog.ee is a registered trademark owned by the Service Provider.

2. GENERAL PROVISIONS

2.1 The contracting parties shall regulate their mutual relations in accordance with the Law of Obligations Act, other laws and legal acts of the Republic of Estonia, and the agreements in this Usage Agreement.

2.2 The Service Provider has the right at any time to make changes to the services offered in the online store. In such cases, the Service Provider notifies Clients via the website of the online store, where the relevant notice is visible on the homepage.

2.3 The Service Provider has the right to unilaterally amend the standard terms of the Usage Agreement. Changes will also be announced through the online store website, where the notice is visible on the homepage.

3. PRODUCTS AND MAKING A PURCHASE

3.1 The products displayed in the online store are usually in stock. However, product availability may change due to technical problems in the warehouse or online store software.

3.2 If the ordered product is out of stock and the order cannot be fulfilled, an employee of the online store will contact the Service User and offer a new delivery time, an equivalent replacement product (same price and quality), or a refund. The money will be refunded immediately, but no later than within 14 days from the date of order.

3.3 The displayed product images are for illustrative purposes only and may differ from the actual product. Product descriptions may not be exhaustive and may contain unintentional errors.

3.4 The products offered in the online store are sold to both natural and legal persons.

3.5 The Service User confirms that they are at least 18 years old.

3.6 A Service User acting as a legal entity selects the desired products, enters the data necessary for the order (company name, registry code, VAT number (if applicable), contact person’s name, contact phone, e-mail address, delivery address, postal code), and pays for the products either via bank link, prepayment invoice, or submits an installment payment application (if available).

3.7 Product images are illustrative.

3.8 Product information is checked and updated regularly. The data may have changed since the Buyer’s last visit. Due to incomplete manufacturer data sheets, inaccuracies may occur in Frog.ee’s product information. In such cases, Frog.ee is not responsible for the accuracy of the product information. We recommend that the Buyer verify the accuracy of product information by calling Frog.ee customer service at 6 111 111 before making a purchase.

3.9 Frog.ee is obliged to ensure the functioning of the digital content sold together with the device. For example, if a downloaded music file does not play, an application does not work, or a movie has poor picture quality, Frog.ee is responsible.

3.10 The Service User undertakes to provide true data when placing an order. The Service Provider is not responsible for non-fulfillment of the order or its consequences if they are caused by incorrect data provided by the user.

3.11 Frog.ee is obliged to inform about the functionality, compatibility, and interoperability of digital content, services, and goods with a digital element.

4. CONCLUSION OF CONTRACT AND ORDER FULFILLMENT

4.1 The order is considered confirmed by the Client at the moment when the Client has placed the order and received an automatic confirmation e-mail from the Service Provider.

4.2 After confirming the order, the Client is obliged to pay for the order either in full by bank transfer or in cash upon delivery of the goods. If the Client chooses to pay in cash upon delivery, they are obliged to collect the goods within seven (7) calendar days from receiving the notification that the goods are available. If the Client cannot collect the goods for a valid reason, they must notify the Service Provider in advance by phone or e-mail. Otherwise, the Service Provider has the right to cancel the order.

4.2.1 If the order is placed in the name of a legal entity, the invoice must be paid by the respective legal entity in whose name the order and/or invoice is issued.

As an exception, payment may be made by a member of the company’s management board or owner. In other cases, when payment is made by a third party, a written authorization or confirmation from the company proving the connection of the payment with the respective legal entity is required. Without such a document, the seller has the right to refuse to fulfill the order.

4.3 The contract between the Client and the Service Provider is considered concluded when the conditions set out in clauses 4.1 and 4.2 have been fulfilled. If either condition is not met, the contract is not considered concluded.

4.4 The Service Provider begins fulfilling the order once the contract between the Client and the Service Provider is considered concluded.

4.5 The document serving as the basis for payment is the order confirmation sent to the Client.

4.6 If the goods have not yet been dispatched to the Client, the Client has the right to change the delivery terms. If changing the delivery terms results in additional costs, these shall be covered by the Client. If the goods have already been dispatched, it is no longer possible to change the delivery terms.

4.7 If the price of the ordered product clearly differs from the usual market price, it may be a technical error. In such a case, the Client is obliged to contact the Service Provider immediately to clarify the situation before making a purchase.

4.8 If the Client has chosen the wrong products (e.g., incorrect sizes, models, colors, etc.), they have no right to withdraw from the contract, nor to demand a refund or exchange, unless the product is defective or does not match the described characteristics.

5. PRICES

5.1 All prices displayed in the online store are in euros and include VAT in accordance with the legislation of the Republic of Estonia.

5.2 The Service Provider has the right to change the prices displayed in the online store at any time. After the order is confirmed, the price of the product may change only if the price was mistakenly displayed due to a system error or if warehouse data has not been updated for technical reasons.

If the Client does not agree with the changed price, they have the right to cancel the order. In case of order cancellation, the Service Provider refunds the Client the entire amount paid to the same bank account from which the payment was made, no later than 14 days from the cancellation.

6. DELIVERY TIME AND TERMS OF DELIVERY

6.1 The delivery time is indicated for each specific product. Each product may have a different delivery time, but it shall not exceed 45 calendar days.

6.2 The Service User can choose between several delivery methods. The choice must be made during order placement.

6.3 Goods are delivered to the Service User within the European Union. Delivery conditions and price may differ from those indicated on the website and are discussed separately, considering delivery costs.

6.4 If the Service User chooses courier delivery, the goods are delivered within 1–7 working days after order confirmation and payment. Delivery cost is added to the price of the goods. All consignments are insured until the goods are handed over to the Client.

6.5 The Service Provider’s working days are Monday to Friday, 09:00–18:00.

6.6 If the order is confirmed on a working day after 12:00, deadlines are calculated from the next working day.

6.7 Delivery time is calculated from the moment the conditions referred to in clause 4.3 are fulfilled (order confirmation and payment received).

6.8 If the Client wishes to purchase goods with installment payment, delivery time is calculated from the confirmation of the installment decision by the relevant service provider.

6.9 Delivery of goods is made only to the Service User indicated in the order, upon presentation of an identity document. Delivery to a third party is possible only by prior agreement with the Client.

6.10 The Service Provider is not responsible for delivery delays caused by circumstances beyond their control (force majeure, strikes, natural disasters, restrictions, or similar situations). The Client will be informed of delays caused by such circumstances.

6.11 If the Client collects the goods themselves, they are obliged to inspect the goods. If during inspection it is found that the goods do not comply with the contract terms, the Client has the right to refuse acceptance or demand replacement.

6.12 If no specific delivery time is indicated for the product, the Client has the right to request additional information from the Service Provider. If the Service Provider cannot specify the delivery time and the order does not arrive, the Client will be refunded the full amount paid within 14 calendar days.

6.13 If the Client chooses the delivery service FROG Cargo or FROG Cargo (S), the service includes delivery of the goods into the first room of the apartment or private house (usually hallway). The service does not include delivery to other rooms. The Client must ensure in advance that the delivery path and doorways allow safe entry. Delivery is not carried out through windows or using ladders. The service is available only within Tallinn.

6.14 If the Client chooses FROG Cargo (M) or FROG Cargo (L), the following terms apply:

• FROG Cargo (S) Delivery into the room + removal of old appliance

  The product is delivered into the Client’s living space (e.g., room or hallway) and the old appliance, which the new product replaces, is taken away (e.g., with purchase of a new washing machine, the old one is removed).

  The old appliance must be disconnected, cleaned, placed in the first room, and safe to move.

• FROG Cargo (M) Delivery and installation (excluding built-in appliances)

  In addition to delivery, the service includes installation of the new device (excluding built-in appliances).

  The Client must ensure that electrical and water connections allow safe installation. Examples: installing a TV on its stand, connecting a washing machine to power and water, connecting a refrigerator or stove to power.

  The service does not include installation of built-in appliances, mounting a TV on the wall, reversing refrigerator doors, furniture assembly, or additional electrician/plumber/gas services.

• FROG Cargo (L) Delivery, installation, and disposal of old appliance

  The new product is installed and the old appliance is disposed of (excluding built-in appliances).

  If disposal is combined with installation, the service provider will remove the old appliance themselves. The appliance must be disconnected, safe to move, and placed in the first room.

  Removal applies only to the replaced appliance.

All FROG Cargo services are available only within Tallinn.

6.15 If the goods are not collected by a company board member, the person receiving the goods must present a written authorization or confirmation signed by the employer. This applies also if the goods are received by an employee (e.g., secretary) or a third party (e.g., courier). Without such written confirmation or authorization, the goods will not be released.

6.16 If goods are collected from the seller’s representative office, the buyer or their representative has the opportunity to inspect the goods on site before handover. After handover, no claims are accepted regarding the appearance, completeness, or other visible defects that could have been detected during inspection.

6.17 If the buyer is registered in another EU member state but outside Estonia, and the goods are transported out of Estonia, the buyer must provide a properly completed and signed international waybill (CMR) signed by all parties (incl. carrier). Submission of the CMR is mandatory for tax accounting and is a prerequisite for VAT exemption under Estonian and EU legislation. If the CMR is not submitted, the seller has the right to issue the buyer an additional invoice for the VAT amount.

7. WITHDRAWAL FROM CONTRACT

7.1 If the Client (legal entity) wishes to withdraw from the contract after placing an order but before fulfillment, they must notify immediately in writing to klienditugi@frog.ee. The notice must include the order number, contact details (company name, representative’s name, order date, phone, bank account number).

7.2 The Service Provider has the right to refuse to satisfy a withdrawal request submitted by a legal entity.

7.3 If the Service Provider decides to satisfy the withdrawal request, the amount paid will be refunded to the same bank account within 14 days from the Service Provider’s confirmation of the withdrawal notice.

7.4 Returned goods must be in original packaging, unused, and undamaged. Return costs are borne by the Client.

7.5 The Service Provider has the right to cancel the order for a valid reason, including if fulfilling the order does not comply with the Service Provider’s internal policies or business discretion.

8. RIGHT OF WITHDRAWAL

8.1 The 14-day right of withdrawal and return applies only to private persons who are consumers within the meaning of the Consumer Protection Act.

8.2 Legal entities (companies) do not have the right of 14-day withdrawal, and all orders are binding from the moment of order confirmation.

8.3 The Service Provider has the right to refuse to satisfy a withdrawal request submitted by a legal entity.

9. PERSONAL DATA AND THEIR USE

9.1 The Client gives explicit and informed consent to the Service Provider for processing their personal data in accordance with applicable legislation, including Regulation (EU) 2016/679 (GDPR).

9.2 Personal data transmitted to the Service Provider when placing an order are entered into the customer database and used to provide sales services, fulfill orders, deliver goods, and manage customer relations.

9.3 The basis for data processing is the establishment of a customer relationship when placing an order in the e-store.

9.4 Processed data may include: personal identification code (if necessary), first and last name, address (street, house, apartment, city/town, postal code), phone number, e-mail address, year of birth, gender, delivery method, payment method, order content, customer notes, consent to terms, and consent to receive marketing offers (optional).

9.5 Personal data necessary for order fulfillment and delivery are transferred to logistics partners and courier companies only to the extent required for service.

9.6 The Service Provider applies all organizational, technical, and physical security measures required by law to ensure protection of personal data and to prevent unauthorized processing, disclosure, or destruction.

9.7 The Service Provider undertakes not to transfer personal data to third parties, except when required by law or with the Client’s consent.

9.8 The Service Provider has the right to transfer data to competent authorities or persons legally entitled to it, only when necessary for fulfilling a legal obligation or for protecting the life, health, or freedom of the Client or another person.

9.9 The Client has the right at any time to access their personal data, request correction, completion, or deletion under the law. Requests must be submitted in writing to info@frog.ee.

9.10 The Client consents that the Service Provider may send order confirmations and other order-related notifications to their e-mail address.

9.11 The Service Provider has the right to transfer the Client’s data to partners providing installment services for creditworthiness assessment and installment service offering, if necessary to enable the chosen payment solution.

10. LIABILITY

10.1 The Service Provider is liable up to the sales price of the product. The Service Provider is not liable for damages caused by defective products, including damage to property or information, loss of turnover or profit. The Service Provider is also not liable for indirect, exceptional, or lost revenues of a legal entity.

10.2 The Client (legal entity) undertakes to use the e-store services only in accordance with the law, good practices, and regulations. The Client is responsible for ensuring that their activities do not infringe intellectual property rights or other legal requirements, and that all activities comply with applicable laws.

10.3 The Client (legal entity) is responsible for procuring, operating, and maintaining all devices, software, and data communication systems necessary for using the e-store, as well as all expenses related to the use of the e-store service.

10.4 The Client (legal entity) is fully responsible for violating the e-store terms, laws, regulations, or good practices when using the e-store. The Client is obliged to compensate all damages caused to the Service Provider, other clients, or third parties arising from their activity or inactivity when using the service.

11. DISPUTES

11.1 If the buyer and the Online Store cannot resolve a dispute by agreement, the buyer may contact the Consumer Disputes Committee. The procedure terms and application are available here. The Committee is authorized to resolve disputes arising from contracts concluded between the buyer and the Online Store. The buyer’s complaint review is free of charge.

The buyer may also turn to the EU platform for resolving consumer disputes.

12. TERMS OF USE

12.1 Familiarization with these terms and conditions is obligatory for the Client.

12.2 By ticking the box “I agree with the Terms of Use of the Online Store” during order placement, the Service User confirms that they have read, understood, and agree with the terms set out in the conditions.

13. WARRANTY AND SUBMISSION OF CLAIMS

13.1 Warranty service is provided by authorized service centers of the respective brand. The list of brand service centers is available at: [Brand Warranty Service List].

13.2 In warranty-related matters, the Client (legal entity) has the right to contact the Service Provider or directly the warranty service provider.

13.3 More detailed warranty information is available at: [Warranty].

13.4 In addition to the rights set out in these conditions, the Client (legal entity) also has rights arising from law.

13.5 The Client (legal entity) may submit claims to the Service Provider regarding products purchased from the e-store within one year from the date of purchase. Claims must be sent by e-mail to info@frog.ee.

13.6 The Client (legal entity) will receive a reply to their claim within 15 days from receipt.

13.7 The claim must be in free form but must include a detailed description of the problem. The claim must also include a document proving that the Client purchased the product from the e-store (e.g., invoice or payment order).

13.8 If the Service Provider suspects that the defect is caused by the Client, they have the right to appoint an independent expertise. From 1 January 2022, the burden of proof period was extended from six months to one year: defects appearing within one year of delivery are presumed to have existed at the time of delivery.

13.9 A more detailed description of claim submission is available at: www.komisjon.ee

13.10 Manufacturer’s warranty becomes void if:

• 13.10.1 unauthorized service centers were used for prior repairs;

• 13.10.2 the product has severe mechanical damage (e.g., deformed casing, crushed screen) or liquid/moisture damage;

• 13.10.3 the warranty period has expired.

13.11 A legal entity has the right to submit claims regarding products purchased in the e-store. However, warranty and claims conditions may differ depending on the agreement between the parties. For legal entities, warranty periods may be shorter and return/responsibility conditions more limited compared to private persons.

13.12 The liability and rights of a legal entity may be determined according to the agreement between the parties, which may include additional terms for product returns and warranty services. A legal entity may not have the same level of protection as a consumer.

13.13 If a legal entity submits a claim, it must be submitted within 14 days of defect discovery and include all documents proving the purchase and existence of the defect.