Wholesale Terms and Conditions

Wholesale is avalable in the Republic of Latvia only.
All the orders may be placed on the website www.ritter.lv by filling in the appropriate form. Ritter Ltd. will communicate to you via e-mail informing you about the status and any additional information regarding your order.
Ordering Minimums
For first time customers of Ritter Ltd. the minimum order value is EUR 50.
Freight
Freight is included in the cost of goods. Orders over EUR 60 are FIS.

INTERPRETATION AND DEFINITIONS
Personal pronouns: Except where the context otherwise provides or requires:
1.1 the terms Ritter Ltd., us or our refers to the company; and
1.2 the terms you or yours refers to the customer.
Defined terms: In these Terms and Conditions, unless otherwise provided, the following terms shall have their meaning as specified:
ACL means the lATVIA Consumer Law
Collateral means property that is subject of a security interest.
Company means Ritter Ltd. (40103244787).
Customer means any person or entity that places an order with Ritter Ltd. and agrees by conduct or by virtue of notice or otherwise to be bound by these Terms and Conditions, including any related company, related party, officer and authorised person of the relevant person.
Default Event means any one of the following events:
(a) the customer fails to make any payment when due, whether for the goods or otherwise;
(b) Winding Up commences against the customer;
(c) a receiver is appointed to the customer;
(d) the customer becomes insolvent, bankrupt or commit an act of bankruptcy;
(e) proceedings are commenced or an application is made for the appointment of any persons listed in items (b) to (e) above; or
(f) a mortgagee or their agent enters into possession of the customer’s assets.
Disputant means a party to a dispute.
Dispute means a dispute arising out of or related to these Terms and Conditions.
Force Majeure Event means circumstances beyond our reasonable control shall include, but not be limited to compliance with any laws, regulations, orders, acts, instructions or priority request of any government, or any department or agency, civil or military authority, acts of the public enemy, the customer’s acts or omissions, fires, floods, strikes, lockouts, embargoes, wars, labour or material shortages, riots, insurrections, defaults of our suppliers or subcontractors, delays in transportation, or loss or damage to goods in transit.
Goods means goods sold by the company.
VAT means a goods and services tax, or a similar value added tax, levied or imposed by the Law.
Initial Period means the 14 day period after a notice of a Dispute is given under clause 15.2.
Invoice unless otherwise agreed means the invoice issued upon the shipping of the goods specified in the order accepted by Ritter Ltd..
Intellectual Property Rights means all forms of intellectual property rights (whether registered or unregistered) in copyright, designs, patents, trademarks, domain names, trade secrets, know-how, confidential information, and all other similar proprietary rights and all extensions and renewals thereof anywhere in the world which currently exist and/or are recognised in the future.
Local Currency means the local currency of the customer as agreed at the time of order (Euro for EU countries, although a wholesale is possible in Latvia only ).
Order means an order for goods in writing received by Ritter Ltd.
Payment means payment of any amount relating to goods in accordance with these Terms and Conditions.
Quote means a quotation by Ritter Ltd. for the supply of particular goods.
Winding Up means commencing to be wound up, or suffering a provisional liquidator, liquidator, official manager or any other administrator of the affairs of insolvent companies to be appointed.

1. OUTLINE
1.1 These Terms and Conditions apply to the supply of all goods by Ritter Ltd. to the customer from the date that the customer accepts these Terms and Conditions.
1.2 The customer accepts these Terms and Conditions when:
a) submits an order;
b) accepts delivery of, or any part of, the goods pursuant to an order; or
c) makes payment, for any goods supplied by Ritter Ltd.
2. QUOTES AND ORDERS
2.1 Ritter Ltd. kindly asks clients to request a quote from us relating to the potential supply of goods by sending an email to info@ritter.lv.
2.2 Ritter Ltd. may provide to the customer a quote relating to the potential supply of goods, which may include the price and quantity of the goods proposed to be supplied by us and other relevant details as necessary.
2.3 If the quote is acceptable to the customer, the customer may place an order for each supply of goods, within 5 days of the date of the quote.
2.4 Unless otherwise agreed by us in writing, Ritter Ltd. will not be bound by any conditions added by the customer in an order (express or implied).
3. PRICE
3.1 Unless otherwise agreed to in writing by Ritter Ltd. the price charged and payable for the goods shall be the price in EURO at the date Ritter Ltd. accept the order, together with any applicable charges and delivery costs in relation to the goods.
3.2 Prices contained in any quote or order for the supply of goods are based on the cost prevailing and the specification supplied at the time of the quote or order. Ritter Ltd. reserves the right to vary the price if:
a) there is any movement in the cost of supplying the goods specified in the customer’s order; or
b) if the goods specified in the customer’s order are varied from the goods specified in our quote,
and Ritter Ltd. provide the customer reasonable notice of any such variation of price.
4. PAYMENT
4.1 Payment of 100 % of the order amount (unless otherwise agreed in writing) shall be made within 5 days of an order accepted by Ritter Ltd.
4.2 Unless otherwise agreed in writing, Ritter Ltd. will issue the customer an invoice upon delivery of the goods specified in the customer’s order accepted by Ritter Ltd.
4.3 All remaining payments shall be made in full within 30 days from the date of the invoice.
4.4 All payments are to be made to Ritter Ltd. by:direct credit to the bank account nominated by Ritter Ltd.
4.5 Ritter Ltd. reserves the right to revoke at any time any credit extended to the customer because of the customer’s failure to make any payment when due or for any other reason.
4.6 Ritter Ltd. may recover from the customer any costs Ritter Ltd. incur in the collection of payment of any invoice/order.
4.7 the customer may not set off against any payment any claims which the customer may have against Ritter Ltd.
5. DEFAULT INTEREST
5.1 If the customer fail to make a payment when it is due, Ritter Ltd. shall, in addition to all other rights and remedies available under these Terms and Conditions at law or in equity, be entitled to charge default interest at the rate of 1 % per annum.
5.2 Default interest pursuant to clause 5.1 shall be:
a) payable on demand; and
b) calculated daily from the date payment was due to the actual date that the payment is made in full.
5.3 Any payment the customer makes to Ritter Ltd. shall first be credited against any default interest accrued pursuant to this clause 5 to the actual date of payment.
6. SUSPENSION AND CANCELLATION
6.1 If as a consequence of an instruction from the customer, Ritter Ltd. delays or suspends (but not cancels) an order or any part of an order for a period of 5 days or more, Ritter Ltd. may:
a) request the payment in full for all work in progress relating to the relevant order at the time of suspension; and/or
b) vary the price for the uncompleted portion of the relevant 0rder.
6.2 the customer may not cancel an order, or any part of it, without our written consent, which may be withheld in our absolute discretion.
6.3 Without prejudice to Ritter Ltd.’s right to refuse consent for the customer to cancel an order under clause 6.2, as a condition of giving such consent Ritter Ltd. may require that the customer pays any and all costs reasonably incurred by Ritter Ltd. in relation to the cancelled order or the cancelled part of the order plus a reasonable profit to the date of cancellation.
6.4 Ritter Ltd. may in writing cancel an order or delivery of an order without liability to the customer (save as required by relevant laws) if:
a) Ritter Ltd. reasonably form the opinion that the customer are insolvent or at material risk of insolvency;
b) the customer fails to pay any amount for the goods on the due date; or
c) Ritter Ltd. reasonably form the opinion that supplying goods to the customer may have a negative impact upon our business or commercial reputation or image.
7. DELIVERY AND RISK
7.1 Ritter Ltd., by our nominated carrier or otherwise, will deliver the goods to the place nominated by the customer or as otherwise agreed.
7.2 Delivery shall take place upon delivery of the goods to the customer, the customer’s agent or nominee or to a carrier commissioned on the customer’s behalf as applicable at the place specified by the customer or as otherwise agreed.
7.3 Ritter Ltd. charges the customer the cost of delivering the goods to the customer.
7.4 Ritter Ltd. reserves the right to make deliveries in installments and these Terms and Conditions shall be severable as to such installments.
7.5 Ritter Ltd. will use reasonable efforts to deliver the goods to the customer by the date and to the place specified by the customer. Without limiting clause 10 (Exclusions and Limitations), Ritter Ltd. shall not be liable for late delivery or delay in delivery.
7.6 The risk in the Ggoods shall pass to the customer upon placement of the goods onto our nominated form of transport for delivery to the customer.
7.7 If requested by Ritter Ltd., the customer shall from the delivery date until Ritter Ltd. have received payment for all goods in full, insure the goods for their full replacement value and provide to Ritter Ltd. upon our request evidence of such insurance.
8. DEFECTS AND RETURN OF GOODS
8.1 This clause 8 is subject to clause 10 (Exclusions and Limitations), clause 11 (Statutory Rights) and any other statutory or legal right whether under these Terms and Conditions or otherwise.
8.2 the customer may only return the goods if:
a) they do not materially comply with the order; or
b) if permitted by law,
8.3 If the customer wishes to return any goods delivered to the customer, the customer must give to Ritter Ltd.:
a) notice within a reasonable time of the customer’s receipt of the goods; and
b) the original invoice details.
8.4 If Ritter Ltd. accepts the return of goods from the customer, Ritter Ltd. will at our option either:
a) replace the returned goods; or
b) give a credit or a refund for such goods.
8.5 Costs relating to the return of goods under this clause 8 are payable:
a) if the defect is due to Ritter Ltd., by Ritter Ltd. and to be transported by our nominated carrier; or
b) otherwise, by the customer.
8.6 the customer shall bear any expense of transportation of goods returned to Ritter Ltd., unless the customer have a statutory or other legal right that permits otherwise.
8.7 the customer may not withhold any payment due to Ritter Ltd. in respect of any other goods pending the resolution of a claim for a defect.
8.8 Ritter Ltd. will not accept notifications under clause 8.3 in the event of the customer’s non-payment of an account.
8.9 If the goods are damaged in the course of being delivered to the customer:
a) the customer must notify Ritter Ltd. of any claim for goods damaged in transit within a reasonable time of delivery; and
b) subject to our acceptance of the customer’s claim under this clause 8, Ritter Ltd. will replace the relevant goods.
9. EXPRESS WARRANTY
9.1 The warranty against defects (Warranty) contained in this clause 9 is provided by:
Ritter Limited Margrietas street 7,Rīga, LV-1046 , +371 6139460
9.2 Ritter Ltd. warrants that the goods are supplied free from defects in material and workmanship except such defects as normally being regarded as being commercially acceptable.
9.3 The goods shall be covered by this warranty for a period of 1 month from the date of delivery unless otherwise stated in writing.
9.4 The customer may make a claim under this warranty by providing Ritter Ltd. notice in writing to our address specified in clause 9.1 containing a reasonable description of the defect in the sood(s).
9.5 Ritter Ltd. will during the warranty period and subject to clause 9.6, repair or replace at our option, any component or part of the goods which our examination shows to be defective.
9.6 Our obligations under this warranty are limited to repairing or furnishing a replacement part to replace any part which has proven to have been defective.
9.7 The customer will be liable for all transport charges incurred in returning defective components or parts for repair or replacement together with the cost of returning them to the customer. An invoice for such transport charges will be provided upon returning the relevant good(s) to the customer which will be payable in accordance with these Terms and Conditions.
9.8 A replacement part supplied by Ritter Ltd. during the warranty period shall be covered by the warranty for the unexpired portion of the warranty period which covered the original Goods.
9.9 The benefits to the customer given by this warranty are in addition to the customer’s other rights and remedies under the relevant laws of the Republic of Latvia.
9.10 This warranty against defects is provided in addition to other rights and remedies the customer may have at law. Our goods come with guarantees that cannot be excluded under the Latvian Consumer Law. The customer are entitled to a replacement or refund for a major failure and for compensation for any reasonably foreseeable loss or damage. the customer are entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
10. EXCLUSIONS AND LIMITATIONS
10.1 All express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), relating to these Terms and Conditions, that are not contained in it, are excluded to the fullest extent permitted by law
10.2 Any liability arising in relation to goods the subject of the customer’s order or that Ritter Ltd. supplies to the customer, however arising and whether for consequential loss or otherwise, including any liability arising by virtue of any representation or warranty, whether express or implied by law, is hereby excluded to the fullest extent permitted by law.
10.3 No warranty is given and Ritter Ltd. will not be liable for:
a) alterations to goods for which Ritter Ltd. is not responsible;
b) damage or failure caused by unusual or non-recommended use or application of the goods; or
c) loss caused by any factors beyond our control; and
10.4 Ritter Ltd. will not be liable for any special, indirect, consequential or economic loss or damage or loss of profits (in contract or tort or arising from any other cause of action) suffered by the customer or any other person resulting from any act or omission by Ritter Ltd. (including breach, termination or non-observance of the terms of an order or agreement which incorporates these Terms and Conditions).
10.5 Our total liability for breach of these Terms and Conditions or breach of our contractual obligations or duties at law or in equity (however arising) is limited at our option to:
a) the replacement of the goods or the supply of equivalent goods;
b) the repair or rectification of the goods;
c) the payment of the cost of replacing the goods; or
d) the payment of the cost of the repair or rectification of the goods; and
10.6 If Ritter Ltd. obtains goods or services from a third party in order to carry out the customer’s instructions or complete an order:
a) Ritter Ltd. will not be liable for any breach of these Terms and Conditions if that breach is as a result or is connected with the supply by a third party of such goods or services;
b) Ritter Ltd. acquires such goods or services as agent for the customer not as principal and will have no liability to the customer in relation to the supply of these goods or services
c) any claim by the customer in relation to the supply of such goods or services must be made directly against that third party; and
d) the customer must pay for such goods or services and Ritter Ltd. will give the customer notice of any such third party charges as applicable.
11. INTELLECTUAL PROPERTY
11.1 All intellectual property rights in and relating to goods will remain our (or producers) property and will not be disclosed to any other person by the customer without our prior written consent.
11.2 The customer shall keep confidential and shall not use any confidential information communicated by Ritter Ltd. without our prior written consent.
12. DISPUTE RESOLUTION
12.1 A party must not start court proceedings in respect of a dispute unless it has complied with this clause 12.
12.2 A party claiming that a dispute has arisen must notify each other party to the dispute giving details of the dispute.
12.3 During the initial period after a notice is given under clause 12.2 each disputant must authorise a representative to use their best efforts to resolve the dispute.
12.4 If, in relation to a dispute, a disputant breaches any provision of clauses 12.1 to 12.3, each other disputant need not comply with clauses 12.1 to 12.3 in relation to that dispute.
13. GENERAL
13.1 Indemnity: the customer shall indemnify and keep Ritter Ltd. indemnified in respect of all damages, losses, costs and expenses (including legal costs) that Ritter Ltd. may incur as a result of the customer’s breach or alleged breach of these Terms and Conditions.
13.2 Termination: If a default event occurs:
a) Ritter Ltd. may, without limiting any other right Ritter Ltd. have under these Terms and Conditions, terminate any outstanding order and any contract for the supply of goods to the customer; and
b) all payments and any other money under these Terms and Conditions becomes immediately payable.
13.3 Lawful purpose: The customer shall ensure that the goods are used only for lawful purposes and in accordance with any applicable laws.
13.4 Binding: These Terms and Conditions shall bind our successors, administrators and permitted assigns and the customer’s executors and permitted assigns, or, being a company, its successors, administrators and permitted assigns.
13.5 Time of the essence: Time shall be of the essence in relation to any date or period under these Terms and Conditions.
13.6 New Terms and Conditions: If Ritter Ltd. adopt new terms and conditions for the sale of goods from time to time:
a) the customer will be given written notice at the relevant time; and
b) they will apply to the supply of Goods after the customer accept such new terms and conditions.
13.7 Variation: Ritter Ltd. may vary these Terms and Conditions by providing the customer 5 days written notice.
13.8 Force Majeure: If a Force Majeure Event occurs, Ritter Ltd. may:
a) totally or partially suspend any order, any part of an order or any deliveries relating to an order during any period in which Ritter Ltd. may be prevented or hindered from delivering by our normal means of supply or delivery due to that Force Majeure Event; and
b) elect to extend at our discretion the period for performance of an obligation under these Terms and Conditions as is reasonable in all the circumstances.
13.9 Severability: Each clause in these Terms and Conditions is severable and if any clause is held to be illegal or unenforceable, then the remaining clauses will remain in full force and effect.
13.10 Waiver: No failure, delay, relation or indulgence on our part in exercising any power, right or remedy precludes any other or further exercise of that or any other power, right or remedy.
13.11 Governing law: These Terms and Conditions shall be governed by the laws of the Republic of Latvia.