Terms of Service

 

1. Scope and Parties

These Terms of Service (“Terms”) govern the sale of products and the provision of repair and replacement services (collectively, the “Services”) by HDD solutions OÜ, registry code and registered address according to Estonian law (“HDD Sondes”, “we”, “us”, “our”), to business customers (“Customer”, “you”).

By placing an order with us (including via our website hddsondes.eu, by email, phone call, SMS, or through messaging applications), the Customer confirms that they are acting for business purposes (B2B) and agrees to be bound by these Terms.

 

2. Definitions

In these Terms:

  • “Equipment” means sondes (transmitters) and related locating equipment sold or repaired by HDD Sondes.
  • “Sonde” means an underground transmitter used for horizontal directional drilling locating systems.
  • “Services” means inspection, repair, replacement, and related services provided by HDD Sondes.
  • “Order” means any Customer request accepted by HDD Sondes for products and/or Services.

 

3. Orders and Contract Formation

  • An Order is deemed accepted and a contract is formed when we confirm the Order in writing (including by email) or when we issue an invoice to the Customer.
  • All Orders are subject to availability of Equipment and our technical assessment of whether a Sonde can be repaired.
  • We reserve the right to decline any Order at our discretion, for example where products are not available or pricing/technical errors are identified.

 

4. Prices and Payment Terms

  • Unless expressly stated otherwise, prices are quoted in euros (EUR) and are exclusive of VAT, customs duties, local taxes, shipping, insurance, and handling charges. Such costs will be added to the invoice where applicable.
  • Payment is due in advance unless we have agreed otherwise in writing. If we agree to payment on delivery or on invoice, payment shall be made immediately upon receipt of the invoice and no later than the due date stated on it.
  • All payments must be made in euros to the account indicated on the invoice. Bank fees, currency conversion and other charges are borne by the Customer.
  • If the Customer disputes any invoice, they must notify us in writing within three (3) business days of the invoice date. If no notice is given within this period, the invoice is deemed accepted.
  • If the Customer fails to pay on time, we may suspend further deliveries and Services and charge statutory late payment interest in accordance with applicable Estonian law.

 

5. Shipping and Delivery

  • Unless agreed otherwise in writing, Equipment is shipped using standard shipping methods selected by HDD Sondes. Risk of loss and damage passes to the Customer when the Equipment is handed over to the carrier.
  • Shipping, handling and insurance charges are invoiced separately and indicated on the invoice.
  • Delivery dates are indicative estimates only. While we make reasonable efforts to meet agreed timeframes, we are not liable for delays caused by carriers, customs, or other factors beyond our control.
  • The Customer is responsible for any import duties, customs clearance, and local taxes in the country of destination.

 

6. Inspection and Complaints

  • The Customer shall inspect all deliveries and test the Equipment without undue delay, and in any case within three (3) business days after receipt.
  • Before installing or using any Sonde or locating Equipment, the Customer must perform above-ground tests to verify that the Equipment functions correctly and produces correct data.
  • Any complaints about defects, shortages, incorrect deliveries or visible damage must be notified to us in writing within three (3) business days of delivery. The notice must describe the issue in reasonable detail.
  • If the Customer does not notify us within this period, the delivery is deemed accepted and free from apparent defects or shortages.

 

7. Repair, Replacement and Returns

We offer repair and replacement options for Sondes and other Equipment, subject to our technical assessment and the applicable warranty terms.

  • Once we receive a broken Sonde, we assess whether it can be repaired. Depending on the result, we may offer:
    • repair of the original Sonde (if technically feasible); or
    • replacement with a repaired or refurbished Sonde of the same or similar type.
  • In some cases, repair of the original Equipment may take several weeks due to technical evaluation, parts availability, and test procedures.
  • Unless expressly agreed otherwise, all sales are final and we do not provide monetary refunds for Sondes or used Equipment.
  • Where we offer store credit or a commercial goodwill solution, this is at our sole discretion and does not create a precedent.
  • Used Equipment, special orders, and custom-fabricated items are non-returnable and non-refundable.

Details of any limited warranty (including warranty period, coverage and exclusions) are set out in our Limited Warranty statement, which forms part of these Terms.

 

8. Customer Responsibilities (Operation and Maintenance)

  • The Customer is solely responsible for the proper installation, operation, and maintenance of all Equipment after delivery.
  • The Customer acknowledges that Sondes and locating Equipment are sensitive electronic devices that require correct handling, charging, storage, and use in accordance with manufacturer instructions.
  • The Customer shall not modify, disassemble, open, or attempt to repair batteries or electronic components of the Equipment unless expressly authorized in writing by HDD Sondes.
  • Operating Equipment under adverse conditions (e.g., extreme temperatures, presence of flammable gases or solvents, high humidity, or water exposure) may damage the Equipment and void warranty coverage.
  • If the Customer suspects that safe operation is no longer possible (e.g., visible damage, malfunction, misuse, or improper storage), the Equipment must be removed from service immediately.

 

9. Limitation of Liability

  • Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law (for example, liability for gross negligence or intentional misconduct).
  • To the maximum extent permitted by law, HDD Sondes is not liable for:
    • any indirect, incidental or consequential loss,
    • loss of profit, loss of revenue, loss of contracts or loss of data,
    • losses resulting from improper installation or use of the Equipment contrary to instructions.
  • To the extent permitted by law, our aggregate liability arising out of or in connection with any Order (whether in contract, tort or otherwise) is limited to the amount actually paid by the Customer to HDD Sondes for the Equipment or Services to which the claim relates.

 

10. Force Majeure

  • We are not liable for any delay or failure to perform our obligations where such delay or failure is caused by circumstances beyond our reasonable control, including but not limited to natural disasters, extreme weather, war, civil unrest, strikes, epidemics, interruptions in transport or power supply, or restrictions imposed by authorities.
  • In such cases, performance deadlines shall be extended by the duration of the force majeure event plus a reasonable restart period.

 

11. Confidentiality

  • The parties shall treat as confidential any non-public commercial or technical information received from the other party in connection with the Services.
  • Confidential information may be disclosed where required by law, by a competent authority, or to professional advisors under a duty of confidentiality.

 

12. Governing Law and Dispute Resolution

  • These Terms and any dispute or claim arising out of or in connection with them shall be governed by the laws of Estonia, without regard to conflict-of-law rules.
  • Any dispute that cannot be resolved amicably shall be submitted to the competent courts of Estonia. We and the Customer consent to the exclusive jurisdiction of these courts for such disputes, unless mandatory law provides otherwise.

 

13. Amendments and Final Provisions

  • We may update these Terms from time to time. The version in force at the time of the Order shall apply to that Order.
  • No change to these Terms is binding unless agreed in writing by both parties.
  • If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the original intent.
  • These Terms are available in English. In case of translation into other languages, the English version shall prevail in the event of any inconsistency.