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Law of Obligations Act¹

Passed 26.09.2001
RT I 2001, 81, 487
Entry into force 01.07.2002

Amended by the following legal instruments (show)

Part 1 GENERAL PART  

Chapter 1 GENERAL PROVISIONS  

§ 1.  Application of Act

 (1) The provisions of the General Part of this Act apply to all contracts specified in this Act or other Acts, including employment contracts and other multilateral transactions, contracts which are not regulated by law but are not in conflict with the content and spirit of the law, and obligations which do not arise from a contract.

 (2) If a contract has the characteristics of two or more types of contract provided by law, the provisions of law concerning such types of contract apply simultaneously, except provisions which cannot apply simultaneously or the application of which would be contrary to the nature or purpose of the contract.

 (3) The provisions of this Act concerning contracts apply to contracts entered into by more than two parties (multilateral contract) unless they are contrary to the nature or purpose of the contract.

 (4) The law may prescribe that specific rules apply to contracts or other obligations in the case a consumer or a trader is a party to an obligation.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (5) For the purposes of this Act, a consumer is a natural person who concludes a transaction not related to independent economic or professional activities.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (6) For the purposes of this Act, a trader is a person, including a legal person in public law, who concludes a transaction which is related to independent economic or professional activities.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 2.  Definition of obligation

 (1) An obligation is a legal relationship which gives rise to the obligation of one person (obligated person or obligor) to perform an act or omission (perform an obligation) for the benefit of another person (entitled person or obligee), and to the right of the obligee to demand that the obligor perform the obligation.

 (2) The nature of an obligation may oblige the parties to the obligation to take the other party’s rights and interests into account in a certain manner. An obligation may also be confined thereto.

§ 3.  Bases for obligation

  An obligation may arise from:
 1) a contract;
 2) unlawful damage;
 3) unjustified enrichment;
 4) negotiorum gestio;
 5) a public promise to pay;
 6) other bases provided by law.

§ 4.  Imperfect obligation

 (1) An imperfect obligation is an obligation which the obligor may perform but the performance of which cannot be required by the obligee.

 (2) The following are imperfect obligations:
 1) an obligation arising from gambling, except for an obligation arising from gambling or a lottery organised on the basis of a permit;
 2) a moral obligation the performance of which complies with public mores;
 3) an obligation assumed to secure performance of an imperfect obligation;
 4) an obligation which is an imperfect obligation pursuant to law.

 (3) Anything which has been delivered for an imperfect obligation to be performed shall not be reclaimed.

 (4) The provisions of law concerning obligations apply to an imperfect obligation unless the application of such provisions is contrary to the nature of the imperfect obligation.
[RT I 2004, 75, 522 – entry into force 10.11.2004]

§ 5.  Principle of party autonomy of Act

  Upon agreement between the parties to an obligation or contract, the parties may derogate from the provisions of this Act unless this Act expressly provides or the nature of a provision indicates that derogation from this Act is not permitted, or unless derogation is contrary to public order or good morals or violates the fundamental rights of a person.

§ 6.  Principle of good faith

 (1) Obligees and obligors shall act in good faith in their relations with one another.

 (2) Nothing arising from law, a usage or a transaction shall be applied to an obligation if it is contrary to the principle of good faith.

§ 7.  Principle of reasonableness

 (1) With regard to an obligation, reasonableness is to be judged by what persons acting in good faith would ordinarily consider to be reasonable in the same situation.

 (2) In assessing what is reasonable, the nature of the obligation, the purpose of the transaction, the usages and practices in the fields of activity or professions involved and other circumstances shall be taken into account.

Chapter 2 CONTRACT  

Subchapter 1 General Provisions  

§ 8.  Definition of contract

 (1) A contract is a transaction between two or more persons (parties) by which one party undertakes or the parties undertake to perform an act or omission.

 (2) A contract is binding on the parties.

§ 9.  Entry into Contract

 (1) A contract is entered into by an offer being made and accepted or by the mutual exchange of declarations of intent in any other manner if it is sufficiently clear that the parties have reached an agreement.

 (2) Upon acceptance of an offer, the contract is entered into when the acceptance reaches the offeror. In the case of acceptance by an act which is not an express declaration of intent, the contract is entered into as of the offeror becoming aware of the performance of the act unless, by virtue of the offer, practices which the parties have established between themselves or a usage, the contract is deemed to have been entered into as of the performance of the act.

 (3) If certain terms must be agreed upon pursuant to an agreement between the parties or at the request of one party, the contract shall not be deemed to have been entered into until agreement has been reached on such terms, unless otherwise provided by law.

§ 10.  Entry into contract by auction

 (1) In the case of an auction, a contract is deemed to have been entered into upon acceptance of the best tender. The person conducting the auction is presumed to be authorised to accept the best tender.

 (2) A tenderer shall be bound by the tender thereof until a better tender is made. In the absence of a better tender, the tenderer shall not be bound by the tender thereof if the tender is not accepted within a reasonable period of time as of it being made.

 (3) If a tender is not followed by a better tender, the last tender shall be accepted. If several persons have made equal tenders at the same time and such tenders are not followed by a better tender, the person conducting the auction has the right to select the best tenderer from among the participants in the auction who made equal tenders.

 (4) If the terms of an auction prescribe the right of the person conducting the auction to decide on the best tender, the best tender shall be accepted by publication of the corresponding decision within the period of time prescribed in the terms of the auction or, in the absence thereof, within a reasonable period of time. Until such time, persons who have made tenders shall be bound by their tenders.

§ 11.  Format of contract

 (1) A contract may be entered into orally, in writing or in any other form if no required format is provided for the contract by law.

 (2) If, pursuant to law or an agreement between the parties or at the request of one party, a contract must be entered into in a specific format, the contract shall not be deemed to have been entered into until the specified format is given to the contract.

 (3) If a contract must be entered into in a specific format, agreements on security, other accessory obligations, assignment of claims or assumption of obligations arising from the contract shall also be entered into in such format unless otherwise provided by law or the contract.

 (4) A written contract is deemed to have been entered into when the parties have signed the contract or have exchanged contractual documents or letters signed by both parties. The law may provide that a written contract is also deemed to have been entered into when the contract has been signed by the obligated party only.

 (5) If a contract must be notarially certified or notarially authenticated, the contract is entered into as of the notarial certification or notarial authentication of the contract. If mutual declarations of intent made for the entry into a contract are certified or authenticated separately, the contract is entered into as of certification or authentication of the last declaration of intent.

§ 11¹.  Durable medium

  Durable medium means an instrument which enables a person to store information addressed personally to that person in a way accessible for a period of time corresponding to the purposes of the information and which allows the unchanged reproduction thereof.
[RT I 2010, 77, 590 – entry into force 23.02.2011]

§ 12.  Validity of contract

 (1) The validity of a contract is not affected by the fact that, at the time of entry into the contract, performance of the contract was impossible or one of the parties did not have the right to dispose of the thing or right which is the object of the contract.

 (2) A contract shall also be valid with regard to the universal successors of the parties.

§ 13.  Amendment and termination of contract

 (1) A contract may be amended or terminated on the agreement of the parties or on another basis prescribed by the contract or law.

 (2) If a contract is entered into in a specific format pursuant to an agreement between the parties, amendment or termination of the contract need not be in such format unless the contract provides otherwise.

 (3) If a contract prescribes amendment or termination of the contract in a specific format, a party cannot rely on such condition of the contract if the other party could infer from the party’s conduct that the party agreed to the amendment or termination of the contract in another format.

§ 14.  Precontractual negotiations

 (1) Persons who engage in precontractual negotiations or other preparations for entering into a contract shall take reasonable account of one another’s interests and rights. Information exchanged by the persons in the course of preparation for entering into the contract shall be accurate.

 (2) Persons who engage in precontractual negotiations or other preparations for entering into a contract shall inform the other party of all circumstances with regard to which the other party has, based on the purpose of the contract, an identifiable essential interest. There is no obligation to inform the other party of such circumstances of which the other party could not reasonably expect to be informed.

 (3) If persons who engage in precontractual negotiations do not reach an agreement, no legal consequences arise for the persons from the negotiations. A person shall not engage in negotiations in bad faith, in particular if the person has no real intention of entering into a contract, nor break off negotiations in bad faith.

 (4) If information not subject to disclosure is submitted to a person in the course of precontractual negotiations, the person shall not disclose such information to other persons or use it in bad faith in the person’s own interests whether or not a contract is entered into.

§ 14¹.  Obligation to provide precontractual information in case of contracts entered into with consumers

 (1) Traders engaging in precontractual negotiations or other preparations for entry into contracts with consumers shall provide, prior to entry into the contract or making a binding offer for this purpose by the consumer, the following information to the consumer in a manner which is clear and comprehensible for the consumer, unless that information is not already apparent from the context:
 1) the data which enable the identification of the trader, in particular the trader's business name, address of the seat and telephone number;
 2) the main characteristics of the goods, service or other performance which are the object of the contract (hereinafter object of contract), to the extent appropriate to the object of the contract and the manner of provision of information;
 3) the method of use of any data prepared and transmitted in digital form (hereinafter digital content), technical protective measures applied to it and compatibility thereof with any hardware and software of which the trader is aware or should be aware, if the object of the contract comprises digital content;
 4) the total price of the object of contract inclusive of taxes, or where the nature of the object of the contract is such that the price cannot reasonably be calculated in advance, the manner in which the price is to be calculated, and all additional freight, postal or other delivery costs, if the consumer has to cover these costs or where those costs cannot reasonably be calculated in advance, as well as information on that such additional costs may be payable;
 5) the arrangements for payment, delivery and execution of an order and the time by which the goods are delivered, the service is provided or other acts are performed;
 6) in the case of long-term contracts the duration of the contract, or if the contract is of indeterminate duration or is to be extended automatically, the conditions for terminating the contract;
 7) upon provision of maintenance service of the object of contract after the performance of the contract, the existence and the terms and conditions thereof;
 8) a reminder that the consumer can rely, upon non-compliance of the object of contract with the terms and conditions of the contract, on the legal remedies provided by law;
 9) upon grant of additional warranty in addition to the legal remedies provided by law, the existence and terms and conditions thereof;
 10) the procedure for handling complaints implemented by the trader, if it exists.

 (2) The provisions of subsection (1) of this section shall not exclude the possibility that the consumer may have a vital recognisable interest for the purposes of subsection 14 (2) of this Act in notification of even other circumstances besides those specified in subsection (1) of this section.

 (3) Agreements which derogate from the provisions of this section to the detriment of the consumer are void.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 14².  Digital content, digital service, item with digital elements and related concepts

 (1) Digital content means any data that have been compiled and supplied in digital form.

 (2) A digital service means:
 1) a service that allows the consumer to create, process, store or access data in digital form; or
 2) a service that allows the sharing of or any other interaction with data in digital form uploaded or created by the consumer or other users of the digital service.

 (3) An item with digital elements means any tangible movable item that incorporates, or are inter-connected with, digital content or a digital service in such a way that the absence of that the item would not perform its functions.

 (4) Compatibility means the ability of the digital content or digital service to function with any hardware or software with which the content or service of the same type is normally used, without the need to convert the digital content or digital service.

 (5) A method of use is the ability of a digital content or digital service to function properly.

 (6) Interoperability means the ability of the digital content or digital service to function with hardware or software that is different from the hardware or software with which the content or service of the same type is normally used.

 (7) The definitions provided for in subsections 4–6 of this section also apply to items. In the case of an item, compatibility assessment will also include the assessment that there is no need to convert the item or the hardware or software.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 15.  Party’s awareness of deficiencies of contract

 (1) If a party has assumed the obligation to engage in preparations for the contract or to inform the other party of circumstances relating to the preparations for the contract and the contract is void due to failure to adhere to a formality, the other party shall be compensated for the damage created due to the fact that the other party believed the contract to be valid.

 (2) If, upon entry into a contract, one party is or should be aware of circumstances which do not constitute a violation of formalities but render the contract void or if such circumstances are caused by the party, the party shall compensate the other party for the damage specified in subsection (1) of this section.

 (3) Compensation for damage pursuant to the provisions of subsection (2) of this section shall not be demanded if the other party was also aware or should have been aware of circumstances rendering the contract void or if the contract was rendered void due to the party’s restricted active legal capacity or the unconformity of the contract with good morals.

 (4) If a person was unaware of circumstances with legal effect due to gross negligence, it is deemed that the person should have been aware of the circumstances.

§ 16.  Offer

 (1) An offer is a proposal to enter into a contract in a manner which is sufficiently defined and which indicates the intention of the offeror to be legally bound by the contract to be entered into if the proposal is accepted.

 (2) A proposal to enter into a contract is not an offer if the person making the proposal expressly indicates that the person does not consider the person to be bound by the proposal or if the nature of the proposed contract or other circumstances dictate that the person making the proposal is not bound by the proposal. Such proposal is deemed to be an invitation to make offers.

 (3) A proposal which is addressed to a previously unspecified set of persons and is made by sending advertisements, price lists, rates, samples, catalogues or the like or by displaying goods or by offering goods or services to a previously unspecified set of persons on a public computer network is deemed to be an invitation to make offers, unless the person making the proposal clearly indicates that it is an offer.

§ 17.  Offer with fixed term for acceptance

 (1) If the term for acceptance is fixed in an offer, the offer is effective and may be accepted until the end of such term. An offer is not accepted in due time if the acceptance does not reach the offeror during the term for acceptance.

 (2) A term for acceptance fixed by the offeror in a letter begins to run as of the date shown in the letter. If the beginning of the term for acceptance is not shown in the letter, the term for acceptance begins to run as of the moment the letter is posted.

 (3) If an offer is made in person, by telephone or by other means of instantaneous communication, the term for acceptance begins to run as of the moment the offer reaches the offeree unless otherwise indicated by the offeror.

§ 18.  Offer without fixed term for acceptance

 (1) An offer which is made in person without a fixed term for acceptance lapses if the offer is not accepted immediately, unless the circumstances indicate otherwise. The same applies to an offer made by telephone or other means of instantaneous communication.

 (2) An offer which is not made in person and does not have a fixed term for acceptance is effective during the time which is ordinarily necessary for an acceptance to reach the offeror, with due account being taken of the circumstances relating to the entry into the contract, including the rapidity of the means of communication selected by the offeror.

§ 19.  Lapse of offer

 (1) An offer lapses if it is not accepted in due time or when a rejection of the offer reaches the offeror.

 (2) An offer does not lapse if the offeror, after making the offer but before an acceptance reaches the offeror, is declared to have limited active legal capacity or dies or is declared a bankrupt or the property thereof is subjected to compulsory administration, unless it may be presumed that the offeror intended for the offer to lapse in such case.

§ 20.  Acceptance

 (1) An acceptance is assent to enter into a contract indicated by a direct declaration of intent or by an act.

 (2) Silence or inactivity is deemed to be acceptance only if so provided by law, an agreement between the parties, practices which the parties have established between themselves or a usage observed in their field of activity or profession.

 (3) If a person whose economic or professional activities include performance of certain transactions or supply of certain services receives an offer for the performance of such transactions or supply of such services from a person with whom the person has continuing business relations, the person shall respond to the offer within a reasonable time. In such case, silence is deemed to be acceptance.

§ 21.  Modified acceptance

 (1) A response to an offer which contains conditions which materially alter the conditions of the offer is a rejection of the offer and also a new offer.

 (2) A response which contains conditions which do not materially alter the conditions of the offer is an acceptance unless the offeror objects to the altered conditions without delay. In such case, the conditions of the contract are the conditions of the offer with the modifications contained in the acceptance, unless some other intention is indicated in the offer or acceptance.

 (3) If an offer and the acceptance refer to conflicting standard terms or conditions, the provisions of § 40 of this Act apply.

§ 22.  Late acceptance

 (1) If an acceptance does not reach the offeror in due time, the acceptance is deemed to have been sent in due time if it has been sent in such circumstances that, if its transmission had been normal, it would have reached the offeror in due time.

 (2) If an acceptance does not reach the offeror in due time because it was not sent in due time, the offeror may deem the acceptance to have reached the offeror in due time if the offeror informs the offeree thereof without delay. If the offeror does not do so, the acceptance is deemed to be a new offer.

 (3) If an acceptance does not reach the offeror in due time but it is evident to the offeror that it was sent in due time, such acceptance is deemed to be a late acceptance only if the offeror informs the offeree without delay of the late acceptance. If the offeror does so, the acceptance is deemed to be a new offer.

 (4) If an acceptance does not reach the offeror or does not reach the offeror in due time but, pursuant to law, is deemed to have reached the offeror in due time, the contract is deemed to have been entered into at the time the acceptance would have reached the offeror if there had been no delay.

§ 23.  Obligations of parties

 (1) The obligations of the parties may be set out in the contract or provided by law. The obligations of the parties may also arise from:
 1) the nature and purpose of the contract;
 2) any practice the parties have established between themselves;
 3) any usage observed in the profession or field of activity of the parties;
 4) the principles of good faith and reasonableness.

 (2) A party shall co-operate with the other party as necessary to enable performance of the obligations by the other party.

§ 24.  Contents of obligations of parties

 (1) A party may be obligated by a contract to achieve a specific result or to do all that is reasonably possible to achieve that result.

 (2) If a party is obligated to do all that is reasonably possible to achieve a result, the party is obligated to make such efforts as reasonable persons in the same field of activity or profession would make under the same circumstances.

 (3) If a contract does not expressly indicate whether a party is obligated to achieve a specific result or to do all that is reasonably possible to achieve that result, the obligations of the party shall be determined by taking primarily the following into account:
 1) the nature and purpose of the contract;
 2) the manner in which obligations are expressed in the contract;
 3) the terms and conditions of the contract;
 4) the probability of achieving the desired result;
 5) the ability of the other party to influence the performance of the obligation.

§ 25.  Usages and practices

 (1) In the case of contracts entered into with respect to the economic or professional activities of the parties, the parties are bound by any usage they have agreed to apply and by any practice they have established between themselves.

 (2) Unless the parties agree otherwise in the case of contracts entered into with respect to their economic or professional activities, they are also bound by any usage which persons who enter into contracts in the same field of activity or profession generally consider applicable and take into account, except where application of such usage would be contrary to law or would be unreasonable under the circumstances.

§ 26.  Terms deliberately left open

 (1) When entering into a contract, the parties may leave some of the terms open with the intention of reaching an agreement on such terms in the future or leaving the terms to be determined by one party or a third party (terms deliberately left open).

 (2) If the parties do not reach an agreement on a term left open or if a party or a third party does not determine the term left open, the validity of the contract is not affected unless it can be presumed that the parties intended otherwise.

 (3) If a term left open is to be determined by a party or a third party, the term must conform to the principles of good faith and reasonableness.

 (4) If a term left open is to be determined on the basis of circumstances independent of the party which do not exist at the time the term is to be determined, the term shall be determined on the basis of the nearest equivalent circumstance.

 (5) If a term determining the extent of a party’s obligation is left open, the other party has the right to determine the term unless otherwise provided by an agreement between the parties or dictated by the nature of the contract.

 (6) If a term is to be determined by several third parties, the consent of all of them is required to determine the term. If an amount of money is to be determined by several third parties, the average amount determined by them shall be taken as the term.

 (7) If a term left open is to be determined by a party but the party fails to do so during the agreed period of time or, if no such agreement exists, during a reasonable period before the time by which performance of the obligation may be required, or during a reasonable additional term established by the other party for determining the term left open, the right to determine the term transfers to the other party.

 (8) If a term left open is to be determined by a party, the party shall determine the term by making a declaration to the other party. If a term is to be determined by a third party, the third party shall determine the term by making a declaration to both parties.

 (9) A party may require that a term left open be determined by a court if:
 1) the parties fail to reach an agreement on the term;
 2) a third party fails to determine the term during the agreed period of time or, if no such agreement exists, during a reasonable period of time before the time by which performance of the obligation may be required;
 3) the other party fails to determine the term left open after the right to determine the term has transferred to the other party pursuant to the provisions of subsection (7) of this section.

 (10) A court shall determine the terms left open in a contract based on the nature and purpose of the contract.

 (11) A party may also require that a court determine a term left open if the term determined by the other party or a third party does not conform to the principles of good faith and reasonableness.

§ 27.  Absence of agreement on fundamental terms

 (1) If the parties have not agreed or only believe that they have agreed on a fundamental term determining their rights and obligations, the contract shall be valid if it can be presumed that the contract would have been entered into even without an agreement on such term.

 (2) In the case specified in subsection (1) of this section, a term which is reasonable based on the circumstances, the intention of the parties, the nature and purpose of the contract and the principle of good faith applies.

§ 28.  Determination of price

 (1) Contracts entered into in economic or professional activities are presumed to have a price.

 (2) Where a contract does not determine the price or a method for determining the price and the nature of the contract or other circumstances do not dictate the price or the method of determining the price, the price to be paid shall be the price generally charged at the time of the entry into the contract at the place of performance of the contract for the performance of such contractual obligations or, if no such price can be determined, a price reasonable under the circumstances.

§ 28¹.  Restrictions on claiming payment in case of contracts entered into with consumers

 (1) The trader may demand, in addition to the price agreed for performance of the principal obligation constituting the object of contract or other fee, that the consumer make additional payment for the performance of an accessory obligation or other additional obligations only in the case the consumer has expressly acknowledged the obligation to make such additional payment. The intention of the consumer is not deemed to have been expressly stated if the trader uses such pre-filled selections for obtaining the consent of the consumer which the consumer is required to reject in order to avoid the additional payment.

 (2) If a trader charges a fee from a consumer for the performance of monetary obligations arising from a contract by certain means of payment, such fees may not exceed the cost borne by the trader for the use of such means of payment.

 (3) If a trader allows a consumer to contact the trader for communicating messages or expressions of will relating to a contract or in connection with other circumstances relating to the performance of the contract by calling the phone specified by the trader, the consumer shall pay no more than only the basic tariff fee for the phone call.
[RT I, 08.01.2020, 1 – entry into force 17.01.2020]

 (4) Agreements which derogate from the provisions of this section to the detriment of the consumer are void.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 29.  Interpretation of contract

 (1) A contract shall be interpreted according to the actual common intention of the parties. If such intention differs from the ordinary meaning of the words used in the contract, the common intention of the parties prevails.

 (2) A contract shall not be interpreted on the basis of an incorrect denotation or expression which the parties used due to an error or from a desire to conceal their actual intention.

 (3) If one party understands a term or condition of a contract to have a particular meaning and the other party was or should have been aware of such meaning at the time of entry into the contract, the term or condition shall be interpreted according the understanding of the first party.

 (4) If the actual common intention of the parties cannot be determined, the contract shall be interpreted according to the meaning that reasonable persons of the same kind as the parties would give to it in the same circumstances.

 (5) In interpreting a contract, regard shall be had, in particular, to:
 1) the circumstances in which the contract was entered into, including the precontractual negotiations;
 2) the interpretation which the parties have previously given to the same term or condition of the contract;
 3) the conduct of the parties before and subsequent to entry into the contract;
 4) the nature and purpose of the contract;
 5) the meaning commonly given to terms and expressions in the field of activity or profession concerned;
 6) usages and practices established between the parties.

 (6) A term or condition of a contract shall be interpreted together with the other terms and conditions of the contract and shall be given the meaning to be inferred from the nature and purpose of the whole contract.

 (7) If a word or expression has several meanings, the word or expression shall be understood in the meaning which best conforms to the nature and purpose of the contract.

 (8) In interpreting a term or condition of a contract, an interpretation which renders the term or condition lawful or effective shall be preferred unless otherwise provided by law.

 (9) Where a contract is drawn up in several languages which are equally authoritative, the interpretation according to the version in which the contract was originally drawn up shall be preferred if there is any discrepancy between the versions.

§ 30.  Acknowledgement of obligation

 (1) A contract in which performance of an obligation is promised in such a manner that the promise creates an independent obligation or in which the existence of an obligation is recognised is an acknowledgement of obligation.

 (2) An acknowledgement of obligation shall be made by the obligated party in writing unless otherwise provided by law.

 (3) An acknowledgement of obligation need not be in writing if it is made on the basis of a current account or if the obligor acknowledges an obligation which has arisen in the course of the economic or professional activities thereof.

§ 31.  Merger clause

 (1) If parties have agreed in a written contract that the contract prescribes all of the terms of the contract (merger clause), any prior declarations of intent or agreements of the parties which are not embodied in the contract are deemed not to form part of the contract. The prior conduct of the parties shall also not affect the contract.

 (2) If a merger clause is prescribed in standard terms, it shall be presumed that the parties intended their prior declarations of intent, acts or agreements to be deemed not to form part of the contract.

 (3) In the case of a merger clause, the prior declarations of intent of the parties may be used to interpret the contract.

 (4) If, after entering into a contract, a party indicates to the other party by a declaration of intent or by conduct that the party considers a prior declaration of intent or agreement of the parties to form part of the contract or that the party will rely on the prior conduct of the parties, the party shall not rely on a merger clause to this extent.

§ 32.  Written confirmation

 (1) If a contract is entered into with respect to the economic or professional activities of the parties but is not in written form and if, within a reasonable time after entry into the contract, one party sends a written document to the other party confirming the content of the contract (written confirmation) which contains terms which do not differ materially from the terms agreed upon earlier or do not materially alter them, such terms shall become part of the contract unless the other party objects to them without delay after receipt of the written confirmation.

 (2) The provisions of subsection (1) of this section do not apply if the party which sent the written confirmation knew or should have known that the contract had not been entered into or if the contents of the written confirmation differ from the terms agreed upon earlier to such extent that the person who sent the written confirmation cannot reasonably rely on the other party’s consent to the contents of the written confirmation.

§ 33.  Preliminary contract

 (1) A preliminary contract is an agreement under which the parties undertake to enter into a contract in the future under the terms agreed upon in the preliminary contract.

 (2) If, pursuant to law, a contract is to be entered into in a specific format, the preliminary contract shall also be entered into in the same format.

§ 34.  Consumer

  [Repealed – RT I, 31.12.2013, 1 – entry into force 13.06.2014]

Subchapter 2 Standard Terms  

§ 35.  Definition of standard term

 (1) A contract term which is drafted in advance for use in standard contracts or which the parties have not negotiated individually for some other reason, and which the party supplying the term uses with regard to the other party who is therefore not able to influence the content of the term, is deemed to be a standard term.

 (2) It is presumed that standard terms have not been negotiated individually in advance.

 (3) Standard terms may be embodied in a contract or form a separate part of a contract. Standard terms may be terms of a contract regardless of the scope of the terms, the manner in which the terms are expressed in the contract or the form in which the contract is entered into.

 (4) The general provisions for entering into contracts apply to entering into contracts with standard terms unless otherwise provided for in this Subchapter.

 (5) Agreements which derogate from the provisions of §§ 35-39 or 41-45 of this Act to the detriment of the party with regard to whom the standard terms were applied are void.

§ 36.  Application of provisions

 (1) The provisions of this Subchapter do not apply to contracts concerning relationships under the law of succession or family law or to contracts for the foundation of companies, other legal persons and civil law partnerships, or for the management thereof.
[RT I, 04.02.2011, 1 – entry into force 05.04.2011]

 (2) If the other party to a contract with standard terms is a consumer whose residence is in Estonia or in a Member State of the European Union and the contract was entered into as a result of a public offer, advertisement or other such activity in Estonia or the contract is essentially related to the territory of Estonia for any other reason, the provisions of this Subchapter apply even if the place of business of the party supplying the terms or, if no place of business exists, the residence or seat of such party is not in Estonia, regardless of which state's law is applicable to the contract.

 (3) If the parties to a contract with standard terms act for purposes relating to their economic or professional activities and their places of business related to the contract or the performance thereof are in Estonia, the provisions of this Subchapter apply to the contracts entered into between them regardless of which state’s law is applicable to the contract.
[RT I 2003, 78, 523 – entry into force 27.12.2003]

§ 37.  Standard terms as part of contract

 (1) Standard terms are part of a contract if the party supplying the standard terms clearly refers to them as part of the contract before entering into the contract or while entering into the contract and the other party has the opportunity to examine their contents. Standard terms are also part of a contract if their existence could be presumed from the manner in which the contract was entered into and the other party was given the opportunity to examine their contents.

 (2) The parties may, taking into account the provisions of subsection (1) of this section, agree in advance that standard terms apply to certain types of contracts.

 (3) Standard terms the contents, wording or presentation of which are so uncommon or unintelligible that the other party cannot, based on the principle of reasonableness, have expected them to be included in the contract or which the party cannot understand without considerable effort are not deemed to be part of the contract.

§ 38.  Standard terms and individual agreement

  If the content of a standard term contradicts a term individually agreed upon by the parties, the term individually agreed upon applies.

§ 39.  Interpretation of standard terms

 (1) Standard terms shall be interpreted according to the meaning that reasonable persons of the same kind as the other party would give to them in the same circumstances. In the case of doubt, standard terms shall be interpreted to the detriment of the party supplying the standard terms.

 (2) A standard term which is void shall not be interpreted such as to give it content by which the term is valid. If a term can be divided into several independent parts and one of them is void, the other parts remain valid.

§ 40.  Conflicting standard terms

 (1) If, upon entering into a contract, the parties each refer to their own standard terms, the contract is deemed to have been entered into under the terms which are not in conflict with each other. The provisions of law concerning the type of contract concerned apply in lieu of any conflicting terms.

 (2) In the case of conflicting standard terms, the contract is not deemed to have been entered into if one party has explicitly indicated before the contract is entered into or without delay thereafter and not by way of the standard terms that the party does not deem the contract to have been entered into. A party does not have this right if the party has performed the contract in part or in full or has accepted performance by the other party.

§ 41.  Validity of contract with standard terms

  If a standard term is void or is deemed not to be part of the contract, the rest of the contract is valid unless the party supplying the term proves that such the party would not have entered into the contract without the standard term which is void or is deemed not to be part of the contract. The provisions of law concerning the type of contract concerned apply in lieu of such terms.
[RT I 2003, 78, 523 – entry into force 27.12.2003]

§ 42.  Invalidity of standard terms

 (1) A standard term is void if, taking into account the nature, contents and manner of entry into the contract, the interests of the parties and other material circumstances, the term causes unfair harm to the other party, particularly if it causes a significant imbalance in the parties’ rights and obligations arising from the contract to the detriment of the other party. Unfair harm is presumed if a standard term derogates from a fundamental principle of law or restricts the rights and obligations arising for the other party from the nature of the contract such that it becomes questionable as to whether the purpose of the contract can be achieved. Invalidity of standard terms and the circumstances relating thereto shall be assessed as at the date of entry into the contract.
[RT I, 04.02.2011, 1 – entry into force 05.04.2011]

 (2) A standard term is not deemed to be unfair if it relates to the main subject matter of the contract or to the relationship between the price and the value of the services or goods supplied in exchange or if the contents of the term is based on such legislation which must not be derogated from pursuant to an agreement between the parties.
[RT I, 04.02.2011, 1 – entry into force 05.04.2011]

 (3) In a contract where the other party is a consumer, a standard term is considered to be unfair if, in particular, the term:
 1) precludes the liability arising from law of the party supplying the standard term or restricts such liability in the case where the death of the other party or damage to the health of the other party is caused or in other cases where damage is caused intentionally or due to gross negligence;
 2) precludes the use of legal remedies of the other party vis a vis the party supplying the terms, including the opportunity to set off claims, or unreasonably restricts the use thereof in the event of the party supplying the terms fails to perform the contractual obligation or performs it improperly, including delays the performance;
[RT I, 04.02.2011, 1 – entry into force 05.04.2011]
 3) precludes or unreasonably restricts the other party's right arising from law to refuse acceptance of performance of an obligation and to refuse performance of the party's obligations in the case of a mutual contract, especially if the right to refuse is made subject to admittance of a deficiency by the party supplying the term;
 4) [Repealed – RT I, 04.02.2011, 1 – entry into force 05.04.2011]
 5) prescribes that the other party shall, in the event of non-performance of the party's obligations, pay an unreasonably high contractual penalty to the party supplying the term or an unreasonably high predetermined amount of compensation for damage or other compensation, or the other party is deprived of the opportunity to prove the actual size of the damage;
 6) restricts the obligation of the party supplying the term to perform obligations undertaken by a representative of the party or makes performance of the obligations of such party subject to compliance with a particular formality on unreasonable grounds;
 7) prescribes that a third party is liable for non-performance of the obligations of the party supplying the term;
 8) precludes or restricts rights which the other party could exercise pursuant to law with regard to a third party if the rights arising from the contract to the party supplying the term transfer to such third party;
 9) prescribes an unreasonably short term for the other party to submit claims, including an unreasonably short limitation period for claims arising from the contract or law;
 10) deprives the other party of the opportunity to protect the party’s rights in court or unreasonably hinders such opportunity from being exercised;
 11) unreasonably restricts the other party’s right to use evidence or imposes on the party a burden of proof which, according to law, should lie with the party supplying the term;
 12) prescribes that, in the event of a breach of the contract by the party supplying the term, the other party may exercise the party’s legal remedies against the party supplying the term only if the other party has previously filed a claim against a third party with a court;
 13) prescribes that performance of the obligations of the party supplying the term is made subject to a circumstance the occurrence of which depends on the party’s will alone, at the same time as the other party undertakes an obligation which is binding on the party regardless of such circumstance;
 14) prescribes the right of the person supplying the term to alter the terms or conditions of the contract unilaterally for a reason or in a manner not provided by law or specified in the contract;
 15) prescribes that the party supplying the term has the right to determine or increase the price of a movable or service at the time of delivery of the movable or provision of the service without the other party having the right to terminate the contract, except in cases where such terms are lawful terms for price indexation and expressly prescribe the method of adjusting the price;
 16) provides the party supplying the term with a unilateral right to deliver a movable without good reason or provide a service with characteristics other than those agreed upon;
 17) provides the party supplying the term with the right to unilaterally determine whether the movable delivered or service supplied or the performance of any other obligation is in conformity with the terms and conditions of the contract;
 18) provides the party supplying the term with the exclusive right to interpret the contract terms;
 19) provides the party supplying the term with the right to unilaterally determine the term for the performance of the party’s obligations or prescribes an unreasonably long or unspecified term for the performance of the obligations of the party supplying the term;
 20) [Repealed – RT I, 04.02.2011, 1 – entry into force 05.04.2011]
 21) prescribes the obligation of the other party to make an unreasonably large advance payment before the party supplying the term performs the obligations thereof;
 22) provides the party supplying the term with the right to require security of unreasonably high value;
 23) prescribes the obligation of the other party to accept goods or services which were not ordered in addition to the goods and services agreed upon;
 24) prescribes the obligation of the other party to enter into another contract with the party supplying the term or a third party, unless entry into such other contract is reasonable taking into account the relationship between such contract and the contract with standard terms;
 25) provides the party supplying the term with the right to transfer the rights and obligations thereof arising from the contract to a third party without the consent of the other party where this may serve to reduce the likelihood of the contract being performed;
 26) precludes or unreasonably restricts the right of the other party to assign claims;
 27) prescribes that, at the end of the term of a contract for a specified term, the contract is automatically extended for a period exceeding one year without the other party making a corresponding request;
 28) prescribes that a contract for a specified term is extended at the end of the term if the other party does not give notice of the opinion of the party with regard to the extension of the contract at an unreasonably early time before the end of the term;
 29) provides the party supplying the term with the right to terminate the contract without giving reasons for the termination if the same right is not provided to the other party;
 30) prescribes that, upon unilateral termination of the contract by the party supplying the term, the party may refuse to refund the sums paid by the other party for obligations which the party supplying the term has not yet performed, or the party supplying the terms is permitted keep the money paid by the other party if the other party does not enter into or perform the contract, and if the other party is not prescribed as large a compensation in the event the supplier of the term does not enter into or perform the contract;
[RT I, 04.02.2011, 1 – entry into force 05.04.2011]
 31) prescribes an unreasonably long term of advance notice for the other party to terminate the contract;
 32) prescribes an unreasonably short term of advance notice for the party supplying the term to terminate the contract;
 33) provides the party supplying the term with the right to terminate a contract entered into for an unspecified term without good reason and without a reasonable period of advance notice;
 34) [Repealed – RT I, 04.02.2011, 1 – entry into force 05.04.2011]
 35) prescribes that declarations of intent are to be made in a manner other than that provided by law and this causes harm to the other party, except where such specification applies to the format of the declaration of intent of the other party or unless it is prescribed that the party supplying the term may deem the address given thereto by the other party to be correct until the party supplying the term is notified of a new address;
 36) enables the party supplying the term to make use of an unreasonably long or insufficiently determined term for acceptance or refusal of an offer;
 37) prescribes that, upon performance or non-performance of a particular act, a declaration of intent of a party is deemed to have been made or not to have been made, unless the party supplying the term undertakes to specifically notify the other party of the consequences of the other party’s conduct and gives the other party a reasonable term for confirming the declaration of intent.

§ 43.  Specifications concerning credit institutions

 (1) The terms specified in clause 42 (3) 14) of this Act is not deemed to be unfair for the other party if a credit institution or other supplier of financial services reserves the right under the standard terms to alter, with good reason and without advance notice, the rate of interest or other charge for financial services to be paid by the other party or to the other party, on the condition that the credit institution or other supplier of financial services is required to immediately inform the other party or other parties of such alteration and that the other parties have the right to terminate the contract immediately.

 (2) The terms specified in clause 42 (3) 14) of this Act is not deemed to cause unfair harm to the other party if a credit institution or other supplier of financial services reserves the right under the standard terms to unilaterally alter the terms of a long-term contract without a good reason specified in the contract if alteration of the terms is not unfair with regard to the other party and if the credit institution or other supplier of financial services undertakes to give advance notice to the other party of any alteration of the terms and to grant the other party the right to terminate the contract immediately.

§ 44.  Contracts relating to economic or professional activities

  If a standard term specified in subsection 42 (3) of this Act is used in a contract where the other party to the contract is a person who entered into the contract for the purposes of the economic or professional activities of the person, the term is presumed to be unfair.

§ 45.  Requirement to terminate application of unfair standard terms

 (1) A person or body provided by law may, pursuant to the procedure provided by law, require that a party supplying an unfair standard term terminates application of the term and that the person recommending application of the term terminates and withdraws such recommendation.

 (2) The requirement specified in subsection (1) of this section may be filed, inter alia, by a non-profit association whose objectives as specified in the articles of association thereof include protection of the rights of undertakings or persons engaged in professional activities and who is actually able to protect these interests resulting from the organisation and financing of the activities thereof.

 (2¹) The non-profit association specified in subsection (2) of this section may submit a claim for termination of the use of the contract terms or practices concerning such term of payment, penalty for late payment or compensation for collection costs or recommendation for the use thereof which, based on the circumstances, are grossly unfair with regard to the obligee. Such claim may also be submitted in the case of an individually agreed term.
[RT I, 05.04.2013, 1 – entry into force 15.04.2013]

 (3) The provisions of the second sentence in subsection 39 (1) of this Act shall not apply upon settlement of the requirement provided for in subsection (1) of this section.
[RT I 2008, 59, 330 – entry into force 01.01.2009]

Subchapter 3 Off-premises Contract  
[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

§ 46.  Definition of off-premises contract

  [RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (1) An off-premises contract is a contract with is entered into:
 1) when the trader and the consumer are simultaneously present in a place which is not the business premises of the trader;
 2) on the business premises of the trader or by means of distance communication immediately after the trader has personally and individually addressed the consumer in the simultaneous presence of the consumer and the trader in a place which is not the premises of the trader, or
 3) during an excursion arranged by the trader with the aim of promoting and selling movables or offering services or other performance to the consumer.

 (2) An off-premises contract is also deemed to be the contract for the entry into which the consumer has made an offer under the circumstances specified in clause (1) 1) of this section.

 (3) For the purposes of subsection (1) of this section, business premises include the buildings on an immovable used both for the sale, provision of services as well as other performance where the trader carries out the activities on a permanent basis, and an immovable or other space used both for sale, provision of services or other performance where the trader carries out the activities on a usual basis.

 (4) The business premises of a person acting in the name or on behalf of a trader shall be considered as business premises of the trader.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 47.  Application of provisions

 (1) The provisions of this Subchapter shall not apply to a contract in the case of which the payment made by a consumer for the object of contract does not exceed 20 euros.

 (2) The provisions of this Subchapter do not also apply to contracts which are entered into:
 1) for provision of social services;
 2) for provision of health services;
 3) for participation in gambling;
 4) for provision of transport services for passengers;
 5) for transfer or encumbering of an immovable or disposal of real rights relating to an immovable;
 6) for construction of new buildings or substantial conversion of buildings;
 7) for lease of dwellings;
 8) by means of notarial authentication;
 9) with regard to foodstuffs, beverages or other goods intended for everyday consumption which are delivered during frequent and regular tours of a trader to the residence, seat or workplace of the consumer;
 10) by means of automatic vending machines or automated commercial premises;
 11) with a provider of electronic communications services by means of a public telephone for the use thereof or for the use of one single connection by telephone, Internet or fax established by a consumer.

 (3) The right of withdrawal provided for in subsection 49 (1) of this Act shall not apply to contracts:
 1) the object of which is the provision of a service or other continuous performance, if the contractual obligations of the trader are fully met and the provision of the service or other performance has begun with the consumer's express prior consent and acknowledgement that the consumer will lose the right to withdraw upon performance of the contract by the trader;
 2) the object of which is the delivery of such goods, provision of services or other performance which price is dependent of fluctuations in the financial market which cannot be controlled by the trader and which may occur within the withdrawal period;
 3) the object of which is the delivery of goods made to the consumer's specifications or clearly personalised;
 4) the object of which is the delivery of the goods which deteriorate or expire rapidly;
 5) the object of which is the delivery of such goods in sealed packaging which are not suitable for return due to health protection or hygiene reasons and were unsealed after delivery;
 6) the object of which is the delivery of such goods which are, after delivery, according to their nature, inseparably mixed with other items;
 7) the object of which is the delivery of such alcoholic beverages, the price of which has been agreed upon at the time of the entry into the contract of sale, the delivery of which takes place after more than 30 days and the actual value of which is dependent on fluctuations in the market which cannot be controlled by the trader;
 8) the object of which is the carrying out of urgent repairs or maintenance where the consumer has requested a visit from the trader for such purpose;
 9) the object of which is the delivery of sealed audio or video recordings or computer software if the consumer has opened the package;
 10) the object of which is the delivery of newspapers, magazines or periodicals with the exception of subscription contracts for an indefinite period entered into for subscription for such publications;
 11) which are entered into at auctions where the consumer is present or the consumer has been granted an opportunity to be present;
 12) the object of which is provision of accommodation services, transportation of movables, use of motor vehicles, catering or services related to leisure activities if the trader undertakes to provide the services by a specific date or during a certain term upon conclusion of the above specified contract;
 13) the object of which is the delivery of such digital content which is not delivered on a tangible medium if the delivery thereof has begun with the consumer's prior express consent and the consumer's acknowledgement that the consumer thereby loses the right of withdrawal.

 (4) The exception provided for in clause (3) 8) of this section shall not extent to the contract which is entered into on the occasion of such visit in addition to those ordered by the consumer, inter alia to a contract by which goods are delivered other than replacement parts necessary for carrying out the maintenance or making the repairs.

 (5) If an off-premises contract also conforms to the provisions concerning contracts entered into between other consumers and the trader, the provisions of this Subchapter apply together with the specifications provided for such other types of contract.

 (6) If an off-premises contract is entered into in Estonia with a consumer whose residence is in Estonia or in another member state of the European Union, the provisions of this Subchapter apply regardless of which state's law applies to the contract.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 48.  Precontractual information to consumer

  [RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (1) Prior to entry into a contract or making a binding offer by a consumer for this purpose, a trader shall provide the consumer with the following information in a clear and comprehensible manner:
 1) data which enable the identification of the trader, in particular the trader's business name;
 2) the address of the registered office of the trader and, where available, the trader’s telephone number, fax number and e-mail address and, where relevant, the address of the registered office and identity of the trader on whose behalf the trader is acting;
 3) the address of the place of business of the trader where the consumer can address complaints, if different from the address specified in accordance with clause 2) of this subsection;
 4) the main characteristics of the object of contract to the extent appropriate to the object of contract and the manner of presentation of information;
 5) in the case of digital content, the method of use thereof, the technical protective measures applied to it and compatibility thereof with any hardware and software of which the trader is aware or should be aware;
 6) the total price of the object of contract inclusive of taxes, or where the nature of the object of the contract is such that the price cannot reasonably be calculated in advance, the manner in which the price is to be calculated, and all additional freight, postal, delivery or any other costs, if the consumer has to cover these costs or where those costs cannot reasonably be calculated in advance, information on that such additional costs may be payable;
 7) the charge for use of the means of distance communication used for entry into the contract, except in the case such charge corresponds to the normal charge for the use of such means of distance communication;
 8) when a consumer has to pay a sum of money as security or provide other financial security, the fact that this has to be done at the request of the trader, and the terms and conditions of such security;
 9) the arrangements for payment, delivery and execution of an order and the time by which the goods are delivered, the service is provided or other acts are performed;
 10) the minimum duration of the consumer's obligations under the contract, if it exists;
 11) in the case of long-term contracts the duration of the contract, or if the contract is of indeterminate duration or is to be extended automatically, the conditions for terminating the contract;
 12) where a right of withdrawal exists, the conditions, time limit and procedures for exercising that right in accordance with subsection 49 (2¹) of this Act;
 13) where a right of withdrawal exists, a standard form of application for withdrawal;
 14) the fact that if the consumer withdraws from the contract, the consumer shall bear the costs of returning the goods that constituted the object of the contract, if the consumer bears these costs;
 15) the fact that if the consumer exercises the right to withdraw from the contract after submitting the application specified in subsection 48¹ (2) of this Act, the consumer is obliged to compensate the trader for reasonable costs according to subsection 49³ (4) of this Act;
 16) where a right of withdrawal is not prescribed according to subsection 47 (3) of this Act, the information that the consumer has no right of withdrawal or, if the consumer may lose the right of withdrawal, information about the circumstances under which the right of withdrawal will be lost;
 17) upon offer of the maintenance service of the object of contract or customer service after the performance of the contract, the existence and the terms and conditions thereof;
 18) a reminder that the consumer can rely, upon non-compliance of the object of contract with the terms and conditions of the contract, on the legal remedies provided by law;
 19) upon grant of additional warranty in addition to the legal remedies provided by law, the existence and terms and conditions thereof;
 20) the existence of a code of conduct observed by the trader, if the activities of the trader are based on it, and information on how to obtain a copy thereof;
 21) the procedure for handling complaints implemented by the trader, if it exists;
 22) the information on the possibilities of the consumer to have recourse to a body settling extra-judicial complaints and disputes and the terms and conditions of recourse.

 (2) The information specified in subsection (1) of this section shall be presented to a consumer on paper, or, if the consumer agrees, on another durable medium. That information shall be legible and in plain and intelligible language.

 (3) The information specified in clauses (1) 12), 14) and 15) of this section may be also provided to the consumer in the model instructions on withdrawal. If the trader provides the consumer with the model instructions on withdrawal, that information shall be deemed submitted to the consumer. That information is deemed submitted to the consumer only in the case the trader has properly completed the model instructions on withdrawal from the contract.

 (4) The model instructions on withdrawal from contract shall be established by a regulation of the minister responsible for the area.

 (5) Where the consumer has explicitly requested the services of the trader for the purpose of carrying out repairs or maintenance for which the trader and the consumer immediately perform their contractual obligations and where the payment to be made by the consumer does not exceed 200 euros, the trader shall provide the consumer only with the information provided for in clauses (1) 1), 2), 4), 12), 13) and 16) of this section and the information about the price or the manner in which the price is to be calculated together with an estimate of the total price. Where the consumer has explicitly granted a consent, the trader may provide the consumer with the information specified in clauses (1) 4), 12), 13) and 16) of this section in another manner than that provided for in the first sentence of subsection (2) of this section.

 (6) In the case of the contract specified in clause 47 (3) 11) of this Act, the trader may replace the information specified in clauses (1) 1)-3) of this section by the respective details for the auctioneer.

 (7) In the case of a contract of indeterminate duration or a long-term contract the objects of which are continuing or recurring orders, the total price specified in clause (1) 6) of this section shall include the total costs per settlement period. Where such contracts are charged at a fixed rate, the total price shall also mean the total monthly costs. Where the total costs cannot be calculated in advance by reasonable efforts, the manner in which the price is to be calculated shall be provided.

 (8) If the trader failed to inform the consumer of the obligation to pay the costs specified in clauses (1) 6) or 14) of this section, the consumer shall not bear these costs.

 (9) The provisions on the obligation to provide precontractual information specified in subsection 14 (2) and § 14¹ of this Act shall not apply to preparations for entry into an off-premises contract.

 (10) The trader shall prove compliance with the obligation to provide precontractual information provided for in this section.

 (11) The information provided as precontractual information shall form a part of the contract, unless the parties have expressly agreed otherwise.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 48¹.  Confirmation of information

 (1) The trader shall provide the consumer with a copy of the signed contract or the confirmation of the contract on paper or, if the consumer agrees, on another durable medium, including, where the digital content is the object of the contract, even the trader's confirmation that the consumer has granted a prior express consent and acknowledgement in accordance with clause 47 (3) 13) of this Act for commencement of delivery of the digital content.

 (2) Where the consumer wants the provision of services, other continuous performance or sale of water, gas, electricity or heating through a network to begin during the withdrawal period prescribed in § 49 of this Act, the trader shall require that the consumer makes such an express request on a durable medium.

 (3) Where the consumer has explicitly requested from the trader the entry into such a contract the object of which is the carrying out of repairs or maintenance works, the trader and the consumer immediately perform their contractual obligations and the payment to be made by the consumer does not exceed 200 euros, the confirmation given pursuant to subsection (1) of this section shall contain the information provided for in subsection 48 (1) of this Act.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 49.  Right of withdrawal

 (1) The consumer shall have a period of 14 days to withdraw from an off-premises contract without giving any reason.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (1¹) In the case of a contract the object of which is the delivery of goods, the period specified in subsection (1) of this section shall commence as of the day when the consumer or a third person other than the carrier and indicated by the consumer acquires physical possession of the goods, or:
 1) where several goods that are delivered separately have to be delivered to the consumer pursuant to the contract, as of the day when the consumer or a third person other than the carrier and indicated by the consumer acquires physical possession of the goods;
 2) where the goods have to be delivered to the consumer in multiple lots or pieces, as of the day when the consumer or a third person other than the carrier and indicated by the consumer acquires the physical possession of the last lot or piece;
 3) in the case of a long-term contract the object of which is repeated delivery of goods during defined period of time, as of the day when the consumer or a third person who is not a carrier and indicated by the consumer acquires physical possession of the first goods delivered.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (1²) In the case of a contract the object of which is the provision of a service or other continuous performance, the period indicated in subsection (1) of this section shall commence as of the day of entry into the contract.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (1³) In the case of sale of water, gas, electricity or heating through a network and in the case of digital content which cannot be delivered on a tangible medium, the period specified in subsection (1) of this section shall commence as of the day of entry into the contract.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (1⁴) If the trader has violated the obligation to provide information specified in clause 48 (1) 12) of this Act, the withdrawal period shall expire 12 months after the expiry of the withdrawal period determined in the manner provided for in subsections (1¹)-1³) of this section. If the trader delayed the provision of the information on the right of withdrawal specified in the preceding sentence to the consumer but still provided it within 12 months as of the day referred to in subsections (1¹)-(1³) of this section, the withdrawal period shall expire 14 days after the receipt of the information.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (2) The deadline for withdrawal from an off-premises contract shall be deemed to have been observed by the consumer if the consumer has dispatched a notification concerning the withdrawal to the trader during the withdrawal period.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (2¹) The consumer may withdraw from a contract by means of a standard form of application for withdrawal or by presenting another unequivocal application for withdrawal.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (2²) The standard from of application for withdrawal shall be established by a regulation of the minister responsible for the area.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (2³) If the consumer uses the website of the trader for sending the application for withdrawal, the trader shall immediately send a confirmation to the consumer on a durable medium concerning the receipt of the application for withdrawal.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (3) [Repealed – RT I 2003, 78, 523 – entry into force 27.12.2003]

 (4) [Repealed – RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (5) The provisions of this section shall not apply if the off-premises contract is a consumer credit contract.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (6) The consumer shall prove withdrawal from the contract in compliance with the provisions of this section.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 49¹.  Withdrawal from consumer credit contract

  [Repealed – RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 49².  Trader's obligations upon consumer's withdrawal

 (1) Upon receipt of an application for withdrawal, the trader shall return to the consumer immediately but at the latest after 14 days all the payments received from the consumer based on the contract, inter alia the costs of delivery of the goods borne by the consumer.

 (2) If the consumer has expressly opted for a type of delivery other than the least expensive type of standard delivery offered by the trader, the trader shall not be required to reimburse the consumer for the costs which exceed the costs relating to the type of standard delivery.

 (3) The trader shall carry out the reimbursements specified in subsection (1) of this section using the same means of payment as was used by the consumer for making the payments, unless the consumer has expressly agreed on the use of other means of payment and provided that the consumer does not incur any service charges or other costs as a result of such reimbursement.

 (4) If the object of contract is the delivery of goods, the trader may refuse to make the reimbursement specified in subsection (1) of this section on the basis of § 111 of this Act until the consumer has returned the goods constituting the object of contract to the trader or until the consumer has supplied evidence of having sent the goods back. The trader shall not have the right specified in this section in the case the trader has agreed to collect the goods constituting the object of contract.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 49³.  Consumer's obligations upon withdrawal

 (1) If goods were delivered to the consumer as an object of the contract, the consumer shall return the goods to the trader immediately but at the latest after 14 days as of making an application for withdrawal or deliver the goods to the trader or a person indicated by the trader. The consumer shall not have the obligation to return the goods specified in the first sentence of this subsection in the case the trader has agreed to collect the goods. The consumer shall be deemed to have performed the obligation to return the goods in due time if the consumer returns the goods constituting the object of contract during the period specified in the first sentence of this subsection.

 (2) The consumer shall bear the direct costs relating to the return of the goods delivered to the consumer as the object of contract, unless the parties have agreed otherwise. The consumer shall have no obligation to bear the costs if the trader has failed to inform the consumer of the fact that the consumer has to bear these costs. Where goods have been delivered to the consumer's home at the time of entry into the contract and, by its nature, the goods cannot be normally returned by post, the trader shall collect the goods at the trader's expense.

 (3) In the case of any deterioration of the goods subject to return, the consumer is liable for the diminished value of the goods only in the case the consumer used the goods in a manner other than what is necessary to establish the nature, characteristics and functioning of the goods. In order to establish the nature, characteristics and functioning of the goods, the consumer should only handle and use the goods in the same manner as the consumer would customarily be allowed to do in a shop. The consumer shall not be liable for the diminished value of the goods in the case the trader has failed to draw the attention of the consumer to the existence of the right of withdrawal according to clauses 48 (1) 12) and 13) of this Act.

 (4) If the consumer exercises the right of withdrawal after submission of the application specified in subsection 48¹ (2) of this Act, the consumer shall reimburse the trader for the value of what was delivered as the performance of the contract in proportion to what was delivered up to the time when the consumer withdrew from the contract, taking into consideration the total volume of the contract. The value of what was delivered is determined on the basis of the price agreed in the contract. If the contract price is unreasonably high, the value of what was delivered shall be calculated on the basis of the market value.

 (5) In the case of a contract the object of which is the provision of a service, other continuous performance or sale of water, gas, electricity or heating through a network, the consumer is not obliged to reimburse the trader for the value of what was delivered during the withdrawal period if:
 1) the trader has failed to provide information to the consumer according to clauses 48 (1) 12), 13) or 15) of this Act; or
 2) the consumer has not expressly applied for the commencement of the provision of a service, other continuous performance or sale of water, gas, electricity of heating through a network pursuant to subsection 48¹ (2) of this Act during the withdrawal period.

 (6) In the case of the contract the object of which is the delivery of digital content, the consumer is not obliged to reimburse the trader for the value of such digital content delivered to the consumer during the withdrawal period which was not delivered on a tangible medium if:
 1) the consumer has not given a prior express consent for the commencement of the delivery of the digital content before the end of the 14-day period provided for in subsection 49 (1) of this Act;
 2) the consumer has not acknowledged that the consumer loses the right of withdrawal when giving such consent; or
 3) the trader has failed to provide confirmation specified in subsection 48¹ (1) of this Act.

 (7) The claims of the trader arising from withdrawal against the consumer are limited to that provided in this section and subsection 49² (2).

 (8) Contract terms which impede the right of withdrawal from being exercised, in particular agreements pursuant to which withdrawal is bound to payment of earnest money or a contractual penalty, are void.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 49⁴.  Effect of withdrawal to collateral contract

 (1) If the consumer exercises the right of withdrawal provided for in § 49 of this Act with respect to an off-premises contract, the consumer shall be deemed to have withdrawn from the collateral contract linked to the off-premises contract which the consumer has entered into with the trader or a third person on the basis of an agreement between the third person and the trader.

 (2) If the consumer is deemed to have withdrawn from a collateral contract in the case specified in subsection (1) of this section, the trader or the third person may not require payment for other costs besides those provided for in subsection 49² (2) and § 49³ of this Act.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 49⁵.  Effect of withdrawal on consumer credit contract

 (1) If an off-premises contract is a contract economically linked to a consumer credit contract for the purposes of § 414 of this Act, a consumer is deemed to have also withdrawn, in the case of withdrawal from an off-premises contract under the conditions provided for in § 49 of this Act, from the consumer credit contract and collateral contracts linked thereto for the purposes of subsection 409 (3²) of this Act.

 (2) In the case specified in subsection (1) of this section, a consumer shall not be required to pay interest or other expenses in the case of withdrawal from a consumer credit contract. The provisions of §§ 188-192 of this Act apply to other consequences of withdrawal.

 (3) If credit is provided by a third party and the amount of the credit has already been paid to the trader, the rights and obligations of the trader with regard to the consumer transfer to the creditor in the case of withdrawal by the consumer.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 50.  Prohibition on violation of provisions

  A person or body provided by law may, pursuant to the procedure provided by law, require a trader who has violated the provisions of this Subchapter to terminate such violation and refrain from future violations.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 51.  Mandatory nature of provisions

  Agreements which derogate from the provisions of this Subchapter to the detriment of the consumer are void.

Subchapter 4 Distance Contracts  
[RT I, 31.12.2013, 1 - entry into force 13.06.2014]

§ 52.  Definition of distance contract

 (1) A contract between the trader and the consumer is deemed to be a distance contract if:
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]
 1) the contract is entered into under a marketing or service-provision scheme used for the entry into of such contracts;
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]
 2) [Repealed – RT I, 04.02.2011, 1 – entry into force 05.04.2011]
 3) the trader and the consumer are not present simultaneously at the same time upon entry into the contract; and
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]
 4) contracting parties' declarations of intention for entry into the contract, including consumer's declaration of intention to assume the contractual obligations (hereinafter order), shall be sent exclusively by means of distance communication.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (2) Any method which enables a consumer and a trader who are not in the same place at the same time to organise the exchange of information necessary for negotiations and entry into a contract, in particular the use of telephone, radio, computer, facsimile or television or the delivery of addressed or unaddressed printed matter, including a catalogue or a standard letter, to a consumer, or press advertising with an order form, is deemed to be use of a means of distance communication.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (3) A contract for the provision of investment services and services permissible for management companies and for the conclusion of transactions permissible for credit institutions which complies with the conditions provided for in subsection (1) of this section, an insurance contract and the provision of a service on the basis of a payment order is deemed to be a distance contract for the provision of financial services.
[RT I 2004, 75, 522 – entry into force 10.11.2004]

§ 53.  Application of provisions

 (1) The provisions of this Subchapter apply to a distance contract entered into with a consumer whose residence is in Estonia or in a Member State of the European Union if the contract was entered into as a result of a public offer, advertisement or other such activity in Estonia or is essentially related to the territory of Estonia for any other reason, regardless of which state's law applies to the contract.

 (1¹) In the case of such contracts of financial services which comprise an initial financial service agreement followed by successive operations or operations of the same nature linked in time, the provisions of this Subchapter shall apply only with regard to the initial contract. In case there is no initial financial service agreement but successive operations or separate operations of the same nature linked in time are performed by the same contractual parties, the requirements concerning provision of information to consumers provided for in §§ 54¹ and 55¹ of this Act apply only when the first operation is performed. Where, however, no operation of the same nature is performed for more than one year, the next operation shall be deemed to be the first in a new series of operations and, accordingly, the provisions of §§ 54¹ and 55¹ of this Act apply.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (2) The provisions of this Subchapter do not apply to contracts which are entered into:
 1) for provision of social services;
 2) for provision of health services;
 3) for participation in gambling;
 4) for provision of transport services for passengers;
 5) for transfer or encumbering of an immovable with real rights or disposal of real rights relating to an immovable;
 6) for construction of new buildings or substantial conversion of buildings;
 7) for lease of dwellings;
 8) by means of notarial authentication;
 9) with regard to foodstuffs, beverages or other goods intended for everyday consumption which are delivered during frequent and regular tours of a trader to the residence, seat or workplace of the consumer;
 10) by means of automatic vending machines or automated commercial premises;
 11) with a provider of electronic communications services by means of a public telephone for the use thereof or for the use of one single connection by telephone, Internet or fax established by a consumer.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (3) [Repealed – RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (4) The right of withdrawal provided for in subsection 56 (1) of this Act shall not apply to contracts the object of which is:
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]
 1) the provision of a service or other continuous performance, if the contractual obligations of the trader are fully met and the provision of the service or other performance has begun with the consumer's express prior consent and acknowledgement that the consumer will lose the right to withdraw upon performance of the contract by the trader;
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]
 1¹) the delivery of the goods, provision of services or other performance which price is dependent of fluctuations in the financial market which cannot be controlled by the trader and which may occur within the withdrawal period, including to contracts the object of which is the services related to foreign currency or the securities specified in § 2 of the Securities Market Act;
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]
 2) delivery of goods manufactured taking into account the personal needs of the consumer who is a party to the contract;
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]
 3) for delivery of goods manufactured according to the conditions established by the consumer;
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]
 4) the delivery of such goods which deteriorate or expire rapidly;
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]
 4¹) the delivery of such goods in sealed packaging which are not suitable for return due to health protection or hygiene reasons and were unsealed after delivery;
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]
 4²) the delivery of such goods which are, after delivery, according to their nature, inseparably mixed with other items;
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]
 4³) the delivery of such alcoholic beverages, the price of which has been agreed upon at the time of the entry into the contract of sale, the delivery of which takes place after more than 30 days and the actual value of which is dependent on fluctuations in the market which cannot be controlled by the trader;
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]
 4⁴) the carrying out of urgent repairs or maintenance where the consumer has requested a visit from the trader for such purpose;
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]
 5) the delivery of newspapers, magazines or periodicals with the exception of subscription contracts for an indefinite period for such publications;
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]
 6) [Repealed – RT I, 31.12.2013, 1 – entry into force 13.06.2014]
 7) the delivery of sealed audio or video recordings or computer software if the consumer has opened the package;
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]
 7¹) the delivery of such digital content which is not delivered on a tangible medium if the delivery thereof has begun with the consumer's prior express consent and the consumer's acknowledgement that the consumer thereby loses the right of withdrawal;
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]
 7²) the provision of accommodation services, transportation of movables, use of motor vehicles, catering or services related to leisure activities if the trader undertakes to provide the services for a specific date or during a certain period upon conclusion of the above specified contract;
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]
 8) at an auction;
 9) for travel and baggage insurance or other similar short-term insurance contracts entered into for a term of less than one month.

 (4¹) The provisions of § 55 of this Act do not apply to distance contracts entered into for provision of financial services.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (5) If a distance contract also conforms to the provisions concerning contracts entered into between other consumers and the trader, the provisions of this Subchapter apply together with the specifications provided for such other types of contract.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (6) [Repealed – RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (7) The exception provided for in clause (4) 4⁴) of this section shall not extent to such a contract which is entered into on the occasion of such visit in addition to those ordered by the consumer, inter alia to a contract by which goods are delivered other than replacement parts necessary for making the repairs or carrying out the maintenance.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 54.  Precontractual information to consumer

  [RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (1) Prior to entry into a contract or making a binding offer by a consumer for this purpose, a trader shall provide the consumer with the following information in a clear and comprehensible manner:
 1) data which enable the identification of the trader, in particular the trader's business name;
 2) the address of the registered office of the trader and, where available, the trader’s telephone number, fax number and e-mail address and, where relevant, the address of the registered office and identity of the trader on whose behalf the trader is acting;
 3) the address of the place of business of the trader where the consumer can address complaints, if different from the address specified in accordance with clause 2) of this subsection;
 4) the main characteristics of the object of contract to the extent appropriate to the object of contract and the manner of presentation of information;
 5) in the case of digital content, the method of use thereof, the technical protective measures applied to it and compatibility thereof with any hardware and software of which the trader is aware or should be aware;
 6) the total price of the object of contract inclusive of taxes, or where the nature of the object of the contract is such that the price cannot reasonably be calculated in advance, the manner in which the price is to be calculated, and all additional freight, postal, delivery or any other costs, if the consumer has to cover these costs or where those costs cannot reasonably be calculated in advance, information on that such additional costs may be payable;
 7) the charge for use of the means of distance communication used for entry into the contract, except in the case such charge corresponds to the normal charge for the use of such means of distance communication;
 8) when a consumer has to pay a sum of money as security or provide other financial security, the fact that this has to be done at the request of the trader, and the terms and conditions of such security;
 9) the arrangements for payment, delivery and execution of an order and the time by which the goods are delivered, the service is provided or other acts are performed;
 10) the minimum duration of the consumer's obligations under the contract, if it exists;
 11) in the case of long-term contracts the duration of the contract, or if the contract is of indeterminate duration or is to be extended automatically, the conditions for terminating the contract;
 12) where a right of withdrawal exists, the conditions, time limit and procedures for exercising that right in accordance with subsection 56 (2²) of this Act;
 13) where a right of withdrawal exists, a standard form of application for withdrawal;
 14) the fact that if the consumer withdraws from the contract, the consumer shall bear the costs of returning the goods that constituted the object of the contract, and in the situation where the goods constituting the object of contract by their nature cannot be returned by normal post, the costs of removing the object, if the consumer has to bear these costs;
[RT I, 11.03.2016, 1 – entry into force 21.03.2016]
 15) the fact that if the consumer exercises the right to withdraw from the contract after submitting the application specified in subsection 55 (3) of this Act, the consumer is obliged to compensate the trader for any reasonable costs according to subsection 56² (5) of this Act;
 16) where a right of withdrawal is not prescribed according to subsection 53 (4) of this Act, the information that the consumer has no right of withdrawal or, if the consumer may lose the right of withdrawal, information about the circumstances under which the right of withdrawal will be lost;
 17) upon offer of the maintenance service of the object of contract or customer service after the performance of the contract, the existence and the terms and conditions thereof;
 18) a reminder that the consumer can rely, upon non-compliance of the object of contract with the terms and conditions of the contract, on the legal remedies provided by law;
 19) upon grant of additional warranty in addition to the legal remedies provided by law, the existence and terms and conditions thereof;
 20) the existence of a code of conduct observed by the trader, if the activities of the trader are based on it, and information on how to obtain a copy thereof;
 21) the procedure for handling complaints implemented by the trader, if it exists;
 22) the information on the possibilities of the consumer to have recourse to a body settling extra-judicial complaints and disputes and the terms and conditions of recourse.

 (2) The information specified in subsection (1) of this section shall be provided or made available to the consumer to the means of distance communication used in an appropriate way and in plain and intelligible language. In so far as that information is provided on a durable medium, it shall be provided in a legible manner.

 (3) The information specified in clauses (1) 12), 14) and 15) of this section may be also provided to the consumer by means of using the model instructions on withdrawal specified in subsection (4) of this section. If the trader provides the consumer with the model instructions on withdrawal, that information shall be deemed submitted to the consumer. That information is deemed submitted to the consumer only in the case the trader has properly completed the model instructions on withdrawal from the contract.

 (4) The model instructions on withdrawal from contract shall be established by a regulation of the minister responsible for the area.

 (5) If the contract is entered into through a means of distance communication which allows limited space or time to display the information, at least the information provided for in clauses (1) 1), 4), 6), 11) and 12) of this section shall be provided to the consumer prior to entry into such a contract to the extent appropriate for the respective means of distance communication. Other information specified in subsection (1) of this section shall be provided to the consumer in an appropriate manner according to subsection (2) of this section.

 (6) ) If the trader contacts the consumer by phone for the purpose of entry into a contract, the trader must inform the consumer, at the beginning of the telephone call, of the trader's name, and where appropriate, the name of the person on whose behalf the call is made, and the business purpose of the call.
[RT I, 11.03.2016, 1 – entry into force 21.03.2016]

 (7) In the case of a contract of indeterminate duration or a long-term contract the objects of which are continuing or recurring orders, the total price specified in clause (1) 6) of this section shall include the total costs per settlement period. Where such contracts are charged at a fixed rate, the total price shall also mean the total monthly costs. Where the total costs cannot be calculated in advance by reasonable efforts, the manner in which the price is to be calculated shall be provided.

 (8) If the trader failed to inform the consumer of the obligation to pay the costs specified in clauses (1) 6) or 14) of this section, the consumer shall not bear these costs.

 (9) The provisions on the obligation to provide precontractual information specified in subsection 14 (2) and § 14¹ of this Act shall not apply to preparations for entry into a distance contract.

 (10) The trader shall prove compliance with the obligation to provide precontractual information provided for in this section.

 (11) The information provided as precontractual information shall form a part of the contract, unless the parties have expressly agreed otherwise
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 54¹.  Precontractual information to consumer in case of financial service contract

  [RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (1) Within a reasonable period of time prior to entry into a financial service contract or making a binding offer by a consumer for this purpose, the provider of financial services shall provide the consumer with the following information on a durable medium in a clear and comprehensible manner:
 1) name of the provider of financial services, area of activity, administrative address of the provider of financial services and an addresses relevant in the relations between the consumer and the provider of financial services;
 2) the name of the representative of the provider of financial services operating in the state of residence of the consumer and an addresses relevant in the relations between the consumer and the provider of financial services;
 3) the name of the trader other than the provider of financial services who mediates, recommends a financial service or participates in the provision of the financial service in any other way, the economic field or profession in which the trader is engaged when communicating with the consumer and an address relevant for the customer's relations with this trader;
 4) the commercial register code or registration number in the case of a provider of financial services entered in the commercial register or in any other similar public register and the name of the register;
 5) details of the supervisory authority if an authorisation is required for the activity of the provider of the financial service;
 6) the main characteristics of the financial service;
 7) the total price of the financial service which the consumer pays to the provider of the financial service, including all the charges, taxes and costs related to the financial service and all the taxes paid via the provider of the financial service or, when an exact price cannot be indicated, the basis for the calculation of the price enabling the consumer to verify it;
 8) additional costs for using the means of distance communication required from the consumer and other possible taxes and costs not included in the price and not paid via the provider of the financial service;
 9) the procedure for payment for the financial service and circumstances relating to the provision of the financial service and performance of the contract;
 10) special risks involved in the financial service arising from the special nature of financial instruments or financial operations or dependence of the price of financial services on the financial markets outside the control of the provider of the financial service, and that previous results are no indicators for future forecast;
 11) the minimum term of the contract if the financial service is provided continuously or recurrently during a specific term;
 12) the existence or absence of the consumer's right of withdrawal in accordance with § 56 of this Act, the term and the conditions for withdrawal, including practical guidelines for exercising it indicating, inter alia, the address whereto the application for withdrawal is to be sent, the obligation of the consumer to pay the amount calculated according to subsection 56² (4) of this Act, as well as the consequences of non-exercise of the right of withdrawal;
 13) the right of the parties to cancel the contract or withdraw from the contract and the contractual penalties imposed in such cases;
 14) the Member State or Member States which laws are taken by the provider of the financial service as a basis for the establishment of relations with the consumer prior to the conclusion of a distance contract;
 15) agreements on law and jurisdiction applicable to the contract;
 16) in which language the contractual terms and conditions, and the information to be provided during the precontractual phase are provided, and furthermore in which language the provider of the financial service, with the agreement of the consumer, undertakes to provide information during the duration of this distance contract;
 17) information on the possibilities of the consumer to have recourse to a body settling extra-judicial complaints and disputes and the terms and conditions of recourse;
 18) information on the procedure for compensation for damage not regulated by the Guarantee Fund Act.

 (2) If the financial service provided is a consumer credit, the information provided for in clause (1) 12) of this section shall be provided to the consumer with the specification that the consumer may withdraw from the contract on the basis and with the consequences provided for in § 409 of this Act.

 (3) The information specified in subsections (1) and (2) of this section shall, taking into account the means of distance communication used, be provided in good faith in compliance with good morals and taking into account the need to protect persons with restricted active legal capacity and in a manner indicating the commercial purpose of the offer. In the case of communication by telephone, the name of the provider of the financial service and the commercial purpose of the telephone call shall be made clearly known to the consumer at the beginning of the conversation.

 (4) Information on contractual obligations, to be communicated to the consumer during the pre-contractual phase, shall be in conformity with the obligations which would result from the law presumed to be applicable to the distance contract if the latter were concluded.

 (5) In the case the financial service is offered by communication by telephone, subject to the explicit consent of the consumer only the following information may be given:
 1) the name of the caller and his or her link with the provider of the financial service;
 2) the main characteristics of the financial service;
 3) the price to be paid by the consumer to the provider of the financial service for the financial service, including all taxes paid via the provider of the financial service or, when an exact price cannot be indicated, the basis for the calculation of the price enabling the consumer to verify it;
 4) reference to possible taxes and costs that are not included in the price and not paid via the provider of the financial service;
 5) the existence or absence of the consumer's right of withdrawal in accordance with § 56 of this Act, the term and the conditions for withdrawal, including the obligation of the consumer to pay the amount calculated according to subsection 56² (5) of this Act.

 (6) If the financial service provided is a consumer credit:
 1) the information provided for in clause (5) 5) of this section shall be communicated to the consumer with the specification that the consumer may withdraw from the contract on the basis and with the consequences provided for in § 409 of this Act;
 2) the description of the main characteristics of the financial service specified in clause (5) 2) of this section shall contain at least the information specified in clauses 403¹ (1) 3)-8) of this Act, annual percentage rate by means of a representative example and, if necessary, the information specified in clause 403¹ (2) 2) of this Act;
 3) the description of the main characteristics of the financial service specified in clause (5) 2) of this section shall contain at least the information specified in Subchapters 3-6 of Part A of Annex to the regulation established on the basis of subsection 403³ (3) of this Act in the case of consumer credit contracts relating to residential immovable property.
[RT I, 11.03.2016, 1 – entry into force 21.03.2016]

 (7) If the financial service provided is the entry into an overdraft agreement specified in subsection 407 (2¹) of this Act and it is possible to make the overdraft facility available with immediate effect, the description of the main characteristics of the financial service specified in clause (5) 2) of this section shall contain at least the information specified in clauses 403¹ (1) 3) and 8) and clauses 407 (2¹) 3) and 5) of this Act.

 (8) In the case provided for in subsection (5) of this section, the provider of the financial service shall inform the consumer that other information is available and describe the nature of this information is. In any case the service provider shall provide full information when fulfilling the obligations under § 55¹ of this Act.

 (9) The provisions of subsection 711 (1) and subsection 711¹ (1) of this Act shall apply instead of clauses (1) 1)-5), 7), 13) and 15)-17) of this section if payment services are provided for the purposes of subsection 3 (1) of the Paying Authorities and E-money Institutions Act.

 (10) The provisions on the obligation to provide pre-contractual information specified in subsection 14 (2) and §§ 14¹ and 54 of this Act shall not apply to the obligation to provide pre-contractual information specified in this section.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 54².  Entry into contract by telephone

 (1) If the parties enter into a contract by telephone, the consumer is bound by the obligations assumed by telephone only in the case the trader has confirmed what was communicated by phone on a durable medium and the consumer has confirmed the intention to be bound by the obligation assumed by telephone in a format which can be reproduced in writing. Upon violation of the requirements specified in this section, the goods, services or other performance delivered by the trader to the consumer shall be deemed to be unsolicited goods, services or other performance for the purpose of subsection 99 (1) of this Act.

 (2) The provisions of this section do not apply to financial services.

 (3) The provisions of this section shall not apply in the case the contract is entered into on the initiative of the consumer.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 55.  Confirmation of information

 (1) The trader shall provide the consumer with the confirmation of the contract entered into, on a durable medium within a reasonable time after the entry into the contract but not later than at the time of delivery of the goods or before the provision of the service or performance begins.

 (2) The confirmation specified in subsection (1) of this section shall include the information specified in subsection 54 (1) of this Act unless the trader has already provided this information to the consumer on a durable medium prior to the entry into the contract, and if the object of contract is digital content, the trader's confirmation stating that the consumer has given an explicit consent and acknowledgement pursuant to clause 53 (4) 7¹) of this Act for the commencement of the delivery of the digital content.

 (3) Where the consumer wants the provision of services, other continuous performance or sale of water, gas, electricity or heating through a network to begin during the withdrawal period prescribed in § 56 of this Act, the trader shall require that the consumer makes such an express application.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 55¹.  Specifications for provision of information in case of financial service contract

 (1) In addition to the provision of subsection 54¹ (1) of this Act, the provider of the financial service shall communicate to the consumer on a durable medium, within a reasonable period of time prior to the entry into the contract or making an offer by the consumer, the conditions of the contract and other relevant information provided by law.
[RT I, 07.07.2015, 1 – entry into force 01.01.2016]

 (2) The provider of the financial service shall fulfil the obligation provided for in subsection (1) of this section and subsection 54¹ (1) of this Act immediately after the entry into the contract, if the contract was entered into on the initiative of the consumer using such means of distance communication which does not enable providing the contractual terms and conditions and the information in conformity with subsection (1) of this section and subsection 54¹ (1) of this Act.

 (3) If the consumer credit contract is entered into on the initiative of the consumer and using a means of distance communication which does not enable to provide the information in conformity with § 403¹ of this Act, in particular in the case specified in subsection 54¹ (5) of this Act, the creditor or the credit intermediary shall provide full information to the consumer, immediately after the entry into the consumer credit contract, pursuant to § 403¹ of this Act, using the Standard European Consumer Credit Information form.

 (4) If the overdraft agreement specified in subsection 407 (2¹) of this Act is entered into on the initiative of the consumer and using a means of distance communication which does not enable to provide the information in conformity with subsections 407 (2¹) and (2²) of this Act, in particular in the case specified in subsection 54¹ (5) of this Act, the creditor or the credit intermediary shall provide full information to the consumer immediately after the entry into the consumer credit contract pursuant to subsection 407 (2⁴) of this Act.

 (5) The consumer may request the contractual terms on paper at any time during the period of validity of the contract. The consumer is also entitled to change the means of distance communication used, unless this is incompatible with the contract or the nature of the financial service provided.

 (6) Where the consumer wants the provision of financial services to begin during the withdrawal period prescribed in § 56 of this Act, the consumer shall provide express consent for it.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (7) If a unit-linked life insurance contract is entered into using such means of distance communication which do not enable providing of information during a reasonable period of time before the entry into the contract, the insurer shall communicate, with the consent of the policyholder, the assessment specified in clause 428 (2) 4³) of this Act immediately after the entry into the insurance contract provided that the insurer has previously offered the policyholder an opportunity to postpone the entry into the insurance contract until receipt of the assessment.
[RT I, 17.11.2017, 3 – entry into force 01.10.2018]

 (8) The provisions of subsection (7) of this Act shall apply to the assessment specified in clause 192 (2) 2) and clause 198 (2) 5) of the Insurance Activities Act if such means of distance communication are used upon entry into a unit-linked life insurance contract through an insurance broker and insurance agent which do not enable providing of information to the customer during a reasonable period of time before the entry into the contract.
[RT I, 17.11.2017, 3 – entry into force 01.10.2018]

§ 56.  Right of withdrawal from contract

 (1) A consumer may withdraw from a distance contract within 14 days without giving any reason.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (1¹) In the case of a contract the object of which is the delivery of goods, the period specified in subsection (1) of this section shall commence as of the day when the consumer or a third person other than the carrier and indicated by the consumer acquires physical possession of the goods, or:
 1) where several goods that are delivered separately have to be delivered to the consumer pursuant to the contract, as of the day when the consumer or a third person other than the carrier and indicated by the consumer acquires physical possession of the goods;
 2) where the goods have to be delivered to the consumer in multiple lots or pieces, as of the day when the consumer or a third person other than the carrier and indicated by the consumer acquires the physical possession of the last lot or piece;
 3) in the case of a long-term contract the object of which is repeated delivery of goods during a defined period of time, as of the day when the consumer or a third person who is not a carrier and indicated by the consumer acquires physical possession of the first good delivered.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (1²) In the case of a contract the object of which is the provision of a service or other continuous performance, the period indicated in subsection (1) of this section shall commence as of the day of entry into the contract.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (1³) In the case of sale of water, gas, electricity or heating through a network and in the case of digital content which cannot be delivered on a tangible medium, the period specified in subsection (1) of this section shall commence as of the day of entry into the contract.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (1⁴) In the case of a contract for provision of financial services, the term for withdrawal shall begin from the day of the entry into the contract or from the performance of the obligation provided for in subsection 54¹ (1) and subsections 55¹ (1) and (2) of this Act if this takes place after entry into the contract.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (1⁵) The consumer may withdraw from a distance contract for life insurance or pension insurance within 30 days as of the date on which the consumer is informed of entry into the contract or performance of the obligation provided for in subsection 54¹ (1) and subsections 55¹ (1) and (2) of this Act if this takes place after entry into the contract.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (1⁶) If the trader has violated the obligation to provide information specified in clause 54 (1) 12) of this Act, the withdrawal period shall expire 12 months after the expiry of the expiry of the withdrawal period determined in the manner provided for in subsections (1¹)-1³) of this section. If the trader delayed the provision of the information on the right of withdrawal specified in the preceding sentence to the consumer but still provided it within 12 months as of the day referred to in subsections (1¹)-(1³) of this section, the withdrawal period shall expire 14 days after the receipt of the information.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (2) Where a distance contract is a contract for the provision of financial services, the consumer may withdraw from the contract, differently than as provided in subsection (1⁶) of this section, within three months as of the day of entry into the contract, if the trader has failed to comply with the provisions of §§ 54¹ or 55¹ of this Act. If the trader provides the consumer with the information provided for in subsection 54¹ (1) of this Act belatedly but still within three months as of the day of entry into the contract, the consumer may withdraw during 14 days as of the receipt of the information.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (2¹) The deadline for withdrawal from a distance contract shall be deemed to have been observed by the consumer if the consumer has dispatched a notification concerning the withdrawal to the trader during the withdrawal period.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (2²) The consumer may withdraw from a contract by means of a standard form of application for withdrawal or by presenting another unequivocal application for withdrawal. The provisions of this section shall not apply to withdrawal from the contract for provision of a financial service.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (2³) The standard form of application for withdrawal shall be established by a regulation of the minister responsible for the area.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (2⁴) If the consumer uses the website of the trader for sending the application for withdrawal, the trader shall immediately send a confirmation to the consumer on a durable medium concerning the receipt of the application for withdrawal.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (2⁵) The consumer shall prove withdrawal from the contract in compliance with the provisions of this section.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (3) [Repealed – RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (4) [Repealed – RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (5) The provisions of this section do not apply if the distance contract is a consumer credit contract.
[RT I 2010, 77, 590 – entry into force 01.07.2011]

§ 56¹.  Trader's obligations upon consumer's withdrawal

 (1) Upon receipt of an application for withdrawal, the trader shall return to the consumer immediately but at not later than after 14 days all the payments received from the consumer based on the contract, inter alia the costs of delivery of the goods borne by the consumer.

 (2) Where a consumer withdraws from a contract for the provision of financial services, the provider of the financial service shall reimburse the consumer, immediately upon receipt of the application for withdrawal but not later than 30 days after it, for all payments received from the consumer under the contract.

 (3) If the consumer has expressly opted for a type of delivery other than the least expensive type of standard delivery offered by the trader, the trader shall not be required to reimburse the consumer for the costs which exceed the costs relating to the type of standard delivery.

 (4) The trader shall carry out the reimbursements specified in subsections (1) and (2) of this section using the same means of payment as was used by the consumer for making the payments, unless the consumer has expressly agreed on the use of other means of payment and provided that the consumer does not incur any service charges or other costs as a result of such reimbursement.

 (5) If the object of contract is the delivery of goods, the trader may refuse to make the reimbursements specified in subsections (1) and (2) of this section on the basis of § 111 of this Act until the consumer has returned the goods constituting the object of contract to the trader or until the consumer has supplied evidence of having sent the goods back. The trader shall not have the right specified in this section in the case the trader has agreed to collect the goods constituting the object of contract.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 56².  Consumer's obligations upon withdrawal

 (1) If goods were delivered to the consumer as an object of contract, the consumer shall return the goods to the trader immediately but not later than after 14 days as of making an application for withdrawal or deliver the goods to the trader or a person indicated by the trader. The consumer shall not have the obligation to return the goods specified in the first sentence of this subsection in the case the trader has agreed to collect the goods. The consumer shall be deemed to have performed the obligation to return the goods in due time if the consumer returns the goods constituting the object of contract during the period specified in the first sentence of this subsection.

 (2) Where the consumer withdraws from a contract for the provision of financial services, the consumer shall reimburse the provider of the financial service for the money and other objects received immediately but not later 30 days after making the application for withdrawal.

 (3) The consumer shall bear the direct costs relating to the return of the goods delivered to the consumer as the object of contract, unless the parties have agreed otherwise. The consumer shall have no obligation to bear the costs if the trader has failed to inform the consumer of the fact that the consumer has to bear these costs.

 (4) In the case of any deterioration of the goods subject to return, the consumer is liable for the diminished value of the goods only in the case the consumer used the goods in a manner other than what is necessary to establish the nature, characteristics and functioning of the goods. In order to establish the nature, characteristics and functioning of the goods, the consumer should only handle and use the goods in the same manner as the consumer would customarily be allowed to do in a shop. The consumer shall not be liable for the diminished value of the goods in the case the trader has failed to draw the attention of the consumer to the existence of the right of withdrawal according to clauses 54 (1) 12) and 13) of this Act.

 (5) If the consumer exercises the right of withdrawal after submission of the application specified in subsection 55 (3) or subsection 55¹ (6) of this Act, the consumer shall reimburse the trader for the value of what was delivered as the performance of the contract in proportion to what was delivered up to the time when the consumer withdrew from the contract, taking into consideration the total volume of the contract. The value of what was delivered is determined on the basis of the price agreed in the contract. If the contract price is unreasonably high, the value of what was delivered shall be calculated on the basis of the market value.

 (6) In the case of a contract the object of which is the provision of a service, other continuous performance or sale of water, gas, electricity or heating through a network, the consumer is not obliged to reimburse the trader for the value of what was delivered during the withdrawal period if:
 1) the trader has failed to provide information to the consumer according to clause 54 (1) 12), 13) or 15) of this Act or in the case of a financial service according to clause 54¹ (1) 12) or this Act, or
 2) the consumer has not expressly applied for the commencement of the provision of a service, other continuous performance or sale of water, gas, electricity of heating through a network pursuant to subsection 55 (3) or 55¹ (6) of this Act during the withdrawal period.

 (7) In the case of the contract the object of which is the delivery of digital content, the consumer is not obliged to reimburse the trader for the value of such digital content delivered to the consumer during the withdrawal period which was not delivered on a tangible medium if:
 1) the consumer has not given a prior express consent for the commencement of the delivery of the digital content before the end of the 14-day period provided for in subsection 56 (1) of this Act;
 2) the consumer has not acknowledged that the consumer loses the right of withdrawal when giving such consent; or
 3) the business has failed to provide confirmation specified in subsections 1 and 2 of § 55 of this Act.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (8) The claims of the trader arising from withdrawal against the consumer are limited to that provided in this section and subsection 56¹ (3).

 (9) Contract terms which impede the right of withdrawal from being exercised, in particular agreements pursuant to which withdrawal is bound to payment of earnest money or a contractual penalty, are void.

 (10) If the distance contract for the provision of financial services is a consumer credit contract, the provisions of § 409 of this Act apply instead of the consequences specified in this section.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 56³.  Effect of withdrawal to collateral contract

 (1) If the consumer exercises the right of withdrawal provided for in § 56 of this Act with respect to a distance contract, the consumer shall be deemed to have withdrawn from the collateral contract linked to the distance contract which the consumer has entered into with the trader or a third person on the basis of an agreement between the third person and the trader.

 (2) If the consumer is deemed to have withdrawn from a collateral contract in the case specified in subsection (1) of this section, the trader or the third person may not require the consumer to bear other costs besides those provided for in subsection 56¹ (3) and § 56² of this Act.

 (3) If a distance contract is a contract for the provision of a financial service which is linked to another distance contract for the provision of the service by the provider of the financial service or any third persons based on an agreement between them, the provisions of §§ 188-192 of this Act apply to the consequences of withdrawal instead of the provisions of subsection (2) of this section.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 57.  Effect of withdrawal on consumer credit contract

  [RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (1) If a distance contract is a contract economically linked to a consumer credit contract for the purposes of § 414 of this Act, a consumer is deemed to have also withdrawn, in the case of withdrawal from the contract under the conditions provided for in § 56 of this Act, from the consumer credit contract and collateral contracts linked thereto for the purposes of subsection 409 (3²) of this Act.

 (2) In the case provided for in subsection (1) of this section, the consumer shall not be required to pay interest or expenses. The provisions of §§ 188-192 of this Act apply to other consequences of withdrawal.

 (3) If credit is granted by a third party and the amount of the credit has already been paid to the trader, the rights and obligations of the trader with regard to the consumer transfer to the creditor in the case of withdrawal by the consumer.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 57¹.  Withdrawal from contract linked to contract for provision of financial services

  [Repealed – RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 58.  Consequences of withdrawal from contract for provision of financial services

  [Repealed – RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 59.  Performance of contract

  [Repealed – RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 60.  Restrictions on use of means of distance communication

  An offer may be made to a consumer by automated calling systems without human intervention, fax, telephone answering machine or electronic mail only with the prior consent of the consumer. Other means of distance communication which allow individual communication may be used for communicating an offer only if the consumer has not expressly forbidden the use thereof.
[RT I, 04.02.2011, 1 – entry into force 05.04.2011]

§ 61.  Prohibition on violation of provisions

  A person or body provided by law may, pursuant to the procedure provided by law, require a trader who has violated the provisions of this Subchapter to terminate such violation and refrain from future violations.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 62.  Mandatory nature of provisions

  Agreements which derogate from the provisions of this Subchapter to the detriment of the consumer are void.

Subchapter 5 Contracts Entered into through Computer Network  
[RT I 2004, 13, 86 - entry into force 15.04.2004]

§ 62¹.  Entry into contract through computer network

  [RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (1) The trader who enters into a contract through a computer network shall make available to the other contracting party suitable and efficient technical means which are accessible by the other party and by which the other party is able to identify and correct typing errors before transmitting the order.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (2) Before transmission of an order specified in subsection (1) of this section, the trader shall notify the other contracting party of:
 1) the technical stages involved in entering into the contract;
 2) whether the trader will preserve the text of the contract after entry into the contract and whether the text will remain available to the other contracting party;
 3) the technical means for identifying and correcting typing errors;
 4) the languages in which the contract may be entered into;
 5) the rules observed by the trader, and the electronic means for examining the rules.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (3) The trader shall immediately confirm in electronic form the receipt of an order.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (4) [Repealed – RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (5) The terms of the contract, including the standard terms, shall be presented to the other contracting party in a manner which enables them to be saved and reproduced.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (6) The provisions of subsections (1)-3) of this section do not apply if the contract is entered into by electronic mail or any other similar personal means of distance communication.

 (7) [Repealed – RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (8) The provisions of this section do not preclude or restrict any obligations of a trader to provide the other contracting party with any other information prescribed by law.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 62².  Additional requirements for entry into contract with consumer

 (1) At the latest at the beginning of the ordering process, the trader shall provide the following information in a clear and legible manner:
 1) delivery restrictions, if any;
 2) acceptable means of payment.

 (2) If a contract entered into through a computer network prescribes an obligation to pay, the trader shall make the consumer aware of the information provided for in clauses 54 (1) 4), 6), 10) and 11) of this Act in a clear and prominent manner in addition to the provisions of subsection 62¹ (2) of this Act immediately before the transmission of the order. In the case of failure to comply with the notification requirement, the consumer shall not be bound by the contract or order.

 (3) The trader shall ensure that the consumer, when placing his order, explicitly acknowledges that the order implies an obligation to pay. If placing an order entails activating a button or a similar function, the button or similar function shall be labelled in an easily legible manner only with the words ‘order with obligation to pay’ or a corresponding unambiguous formulation indicating that placing the order entails an obligation to pay. If the trader has not complied with the requirements provided for in this subsection, the consumer shall not be bound by the contract or order.

 (4) The provisions of this section shall not apply to contracts entered into through a computer network, the object of which is the provision of a financial service.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 62³.  Mandatory nature of provisions

  Agreements which derogate from the provisions of this Subchapter to the detriment of the consumer are void.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

Subchapter 6 Contract for supply of digital content and digital service  
[RT I, 24.11.2021, 1 - entry into force 01.01.2022]

§ 62⁴.  Concept of contract for supply of digital content and digital service

 (1) By a contract for supply of digital content or digital services, a trader supplies the digital content or a digital service to the consumer or undertakes to supply it and the consumer pays for it in cash or in digital representations of value or undertakes to do so.

 (2) The provisions of this Subchapter also apply to contracts by which a trader supplies digital content or a digital service to a consumer or undertakes to do so and the consumer provides or undertakes to provide personal data to the trader. This does not apply in the case the trader processes the personal data provided by the consumer solely for the purpose of supplying digital content or a digital service or in order to comply with the requirements applicable to them under the legislation and does not process these data for any other purposes.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 62⁵.  Application of provisions

 (1) The provisions of this Subchapter also apply in the case digital content or a digital service is developed in accordance with the description submitted by the consumer.

 (2) The provisions of this Subchapter, except the provisions of §§ 62⁶ and 62 ¹³, also apply to a physical medium which serves only as a carrier of the digital content.

 (3) The provisions of this Subchapter do not apply to digital content or digital services contained in or connected to a digital item specified in subsection 6 of § 208 of this Act.

 (4) The provisions of this Subchapter do not apply to contracts the object of which is:
 1) provision of services other than digital services, regardless of whether the business uses digital forms or means to create the result of the service or to supply or transmit the result to the consumer;
 2) electronic communications services specified in clause 6 of § 2 of the Electronic Communications Act, except numberless interpersonal communication services defined in clause 34² of § 2 of the same Act;
 3) health care services;
 4) gambling services which involve wagering a stake with pecuniary value in games of chance, including games of chance with an element of skill, such as lotteries, casino games, poker and betting transactions, and which are provided by electronic means or by any other technological means facilitating communication at the individual request of the recipient of such services;
 5) financial services;
 6) software offered by a trader under a free and open source license, in the case the consumer does not pay in cash or in digital representations of value and the trader processes the personal data provided by the consumer solely for the purpose of improving the security, compatibility or interoperability of the specific software;
 7) supply of digital content made available to the public by means other than signal transmission as part of a performance or event, such as the digital presentation of cinematographic images;
 8) digital content provided by a holder of information specified in clauses 1 and 2 of subsection 1 of § 5 of the Public Information Act.

 (5) If a contract concluded between the same trader and the same consumer includes elements of supply of digital content or a digital service and elements of supply of another service or item, the provisions of this Subchapter only apply to the elements of the contract concerning the digital content or digital service. The provisions of the first sentence do not affect the application of subsection 3 of this section.

 (6) Section 62¹⁹ of this Act does not apply in the case the package within the meaning of the Electronic Communications Act contains any elements of the internet connection service defined in clause 8⁴ of § 2 or any elements of a number-based interpersonal service defined in clause 34¹ of § 2 of the same Act.

 (7) Unless otherwise provided in this Subchapter, the provisions of the general part of this Act and which concern the type of contract to which the contract for the supply of digital content or a digital service conforms also apply to the contract for the supply of digital content and a digital service.

 (8) Where the provisions of this Subchapter are in conflict with another European Union law regulating a certain sector or regulatory matter, this prevails over the provisions of this Section.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 62⁶.  Supply of digital content and digital service

 (1) Where a trader is required to supply digital content or a digital service to a consumer and the parties have not agreed otherwise, the trader shall supply the content or service immediately after entering into the contract.

 (2) A trader has performed an obligation to supply or an obligation to provide a service if:
 1) the digital content or the means suitable for accessing or downloading the digital content have been made available or accessible to the consumer or to a physical or virtual system chosen by the consumer for that purpose;
 2) the digital service has been made accessible to the consumer or to a physical or virtual system chosen by the consumer for that purpose.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 62⁷.  Compliance of digital content and digital service with conditions of contract

 (1) Digital content or a digital service must comply with the conditions of the contract.

 (2) Digital content or a digital service is deemed to comply with the conditions of a contract, among other things, if:
 1) its description, quantity, quality, method of use, compatibility, interoperability and other characteristics comply with the agreed conditions;
 2) it is suitable for a certain special purpose for which the consumer needs it and of which the consumer has notified the trader not later than at the time of entry into the contract and which the trader has agreed to;
 3) it is supplied with all agreed accessories and instructions, including installation instructions and customer support; and
 4) agreed updates are made to it.

 (3) In addition to the information specified in subsection 2 of this section, digital content or a digital service must:
 1) be suitable for the purpose for which this type of digital content or digital service is normally used, taking into account the law of the European Union and Estonia and technical standards or, in their absence, sectoral codes of conduct in force in a specific field of activity;
 2) be in the quantity and possess the qualities and performance features normally associated with the digital content and digital service of that type, including the usages, compatibility, accessibility, consistency and security that the consumer can reasonably expect, based on the nature of the content or service and taking into account public statements made by the trader itself or by others on its behalf or involved in earlier stages of the transaction chain about the content and services, in particular in advertising or on labelling;
 3) be handed over together with such accessories and instructions as the consumer may reasonably expect to receive;
 4) comply with a trial version or preview of the digital content or digital service made available by the trader before the entry into the contract;
 5) be updated in accordance with § 62⁸ of this Act; and
 6) be in the latest version available at the time of entry into the contract, unless otherwise agreed.

 (4) Statements specified in clause 2 of subsection 3 of this section is not binding on a trader if the trader certifies that:
 1) they did not know or should not have known of the statement in question;
 2) by the time of entry into the contract, the statement had been corrected in the same or comparable manner as it was made; or
 3) the statement could not affect the decision to acquire digital content or a digital service.

 (5) The digital content or digital service does not comply with the conditions of the contract if its use pursuant to subsection 2 or 3 of this section is hindered or restricted by a restriction arising from infringement of the rights of any third parties, in particular intellectual property rights.

 (6) Where a contract provides for the continuous supply of digital content or a digital service within a specified period of time, the content or service must comply with the conditions of the contract throughout that period.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 62⁸.  Obligation to update

 (1) A trader must ensure that a consumer is informed of updates and that updates, including security updates, which are necessary to ensure the compliance of the digital content or digital service with the conditions of the contract, are provided to the consumer. This obligation applies to:
 1) continuous supply of digital content or a digital service during the entire period of time if the content or service must be supplied in accordance with the contract;
 2) supply of one or more digital content or services, for a period of time during which the consumer may reasonably expect, taking into account the type and purpose of the content or service and the circumstances and nature of the contract.

 (2) Where a consumer fails to install updates supplied pursuant to subsection 1 of this section within a reasonable time, the trader shall not be liable for non-compliance with the conditions of the contract due to lack of updates if the trader informed the consumer that the updates were available and the consequences of failure to install them, and failure to install the updates or incorrect installation thereof was not due to the shortcomings in the installation instructions provided by the trader.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 62⁹.  Incorrect installation

 (1) Non-compliance with the conditions of a contract arising from incorrect installation of digital content or a digital service is deemed to be equal to non-compliance with the conditions of the contract arising from the digital content or digital service if the content or service was installed by or under the responsibility of the trader. The same applies if the digital content or digital service had to be installed by the consumer and the incorrect installation was due to shortcomings in the installation instructions provided by the trader.

 (2) Installation is the interconnection and connection of digital content or a digital service to parts of the consumer's digital environment in such a way that the content or service can be used in accordance with the conditions of the contract provided for in this Subchapter.

 (3) The digital environment is the hardware, software and network connection used by a consumer to access or use digital content or a digital service.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 62¹⁰.  Deviating agreements

  It is not the case of non-compliance with the conditions of a contract for the purposes of clauses 1–5 of 3 of § 62⁷, subsection 4 of § 62⁷ and subsection 1 of § 62⁸ of this Act when a consumer was specifically informed at the time of entry into the contract that a particular feature of the digital content or digital service deviates from those sections and the consumer expressly and separately agreed to such deviation at the time of entry into the contract.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 62¹¹.  Liability of trader for non-compliance of digital content or digital service with conditions of contract

 (1) Where, pursuant to a contract, digital content or a digital service is supplied to a consumer by one or more separate acts, the trader is liable for non-compliance of the content or service with the conditions of the contract which existed at the time of supply of the content or service and becomes evident within two years as of the supply of the content or services. The provisions of the first sentence do not limit application of clause 2 of subsection 1 of § 628 of this Act.

 (2) Where a contract prescribes that the supply of digital content or a digital service takes place continuously within a certain period of time, the trader shall be liable for the non-compliance of the content or service with the conditions of the contract which become evident during this period of time.

 (3) The notification obligation prescribed in §§ 220, 282 and 644 of this Act does not apply to supply of digital content or a digital service.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 62¹².  Burden of proof

 (1) A trader must certify that digital content or a digital service was supplied pursuant to § 62⁶ of this Act.

 (2) In the cases specified in subsection 1 of § 62¹¹ of this Act it is presumed that any non-compliance with the conditions of the contract which became evident within one year after the supply of the digital content or digital service to the consumer existed at the time of the supply of the content or service.

 (3) In the cases referred to in subsection 2 of § 62¹¹ of this Act it is presumed that the digital content or digital service did not comply with the conditions of the contract during the period in which the supply of the content or service was to take place under the contract and the non-compliance becomes evident during that period of time.

 (4) Subsections 2 and 3 of this section do not apply when the trader proves that the consumer's digital environment is not compatible with the technical requirements for the digital content or digital service, provided that the trader notified the consumer of these requirements in a clear and comprehensible manner before entering into the contract.

 (5) A consumer will have reasonable and required co-operation with a trader in order to determine whether the non-compliance of the digital content or digital service with the conditions of the contract during the period provided for in subsections 1 or 2 of section 62¹¹ of this Act is due to the consumer's digital environment. The obligation to co-operate only includes the technically available means that are least intrusive for the consumer. Where a consumer does not co-operate and where the trader has informed the consumer of the obligation to co-operate in a clear and comprehensible manner before entry into the contract, the consumer must prove that the non-compliance with the conditions of the contract occurred at the time provided for in subsection 1 or 2 of section 62¹¹ of this Act.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 62¹³.  Consumer's right to terminate contract upon failure to supply digital content or digital service

 (1) Where a trader has not supplied digital content or a digital service pursuant to § 62⁶ of this Act and has not done so even immediately after the consumer has lodged a claim to that effect or within an additional period of time expressly agreed between the parties, the consumer has the right to terminate the contract.

 (2) Subsection 1 of this section does not apply and the consumer has the right to terminate the contract immediately if:
 1) the trader has informed that it does not supply digital content or a digital service, or this is clear from the circumstances; or
 2) it is clear from the agreement between the consumer and the trader or from the circumstances related to the entry into the contract that a certain time for the supply of digital content or digital service is important to the consumer, but the trader fails to supply the content or service by or at that time.

 (3) The provisions of this section do not restrict the possibilities of a consumer to use other legal remedies arising from this Act against a trader.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 62¹⁴.  Consumer’s legal remedies for non-compliance with contract

 (1) Where digital content or a digital service does not comply with the conditions of a contract, the consumer has the right to demand that the content or service are brought into compliance with the conditions of the contract if it is possible and does not cause unreasonable costs to the trader, taking into consideration all the circumstances, among other things the value of the content or service that does not comply with the conditions of the contract, and the importance of such non-compliance.

 (2) A trader brings digital content or a digital service into conformity with the conditions of a contract within a reasonable period of time as of the time when the consumer notified the trader of the non-conformity. The trader does so free of charge and without significant inconvenience to the consumer, taking into account the nature of the digital content or digital service and the purpose for which the consumer needed the content or service.

 (3) A consumer has the right to reduce the price if the consumer pays for the digital content or digital service in money or in digital representations of the value, or to terminate the contract if:
 1) bringing the digital content or digital service into conformity with the conditions of the contract pursuant to subsection 1 of this section is impossible or unreasonably expensive;
 2) the trader has not brought the digital content or digital service into conformity with the conditions of the contract pursuant to subsection 2 of this section;
 3) the non-compliance with the conditions of the contract occurs despite the trader's efforts to bring the digital content or digital service into conformity with the conditions of the contract;
 4) the non-compliance with the conditions of the contract is so serious as to justify an immediate reduction in the price or termination of the contract; or
 5) the trader has stated or it is clear from the circumstances that it does not bring the digital content or digital service into conformity with the conditions of the contract within a reasonable time or without causing significant inconvenience to the consumer.

 (4) Where, pursuant to a contract, digital content or a digital service had to be supplied within a certain period of time and the consumer pays for it in cash or in digital representations of value, the consumer can reduce the price for the period of time during which the content or service did not comply with the conditions of the contract.

 (5) Where the consumer paid for the digital content or digital service in cash or in digital representations of value, the consumer has the right to terminate the contract only in the case the non-compliance with the conditions of the contract is significant. Non-compliance with the conditions of the contract is assumed to be significant.

 (6) The provisions of subsection 1 of § 118 and subsection 3 of § 196 of this Act do not apply to termination of a contract by a consumer.

 (7) In the case specified in subsection 3 of this section, the buyer need not set an additional term specified in § 114 of this Act for the seller to perform their obligation.

 (8) The provisions of this section do not restrict the possibilities of a consumer to use other legal remedies arising from this Act against a trader.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 62¹⁵.  Obligations of trader upon termination of contract

 (1) Where a consumer terminates a contract due to non-compliance of digital content or a digital service with the conditions of the contract or failure to supply it, the trader reimburses the consumer for all the amounts paid on the basis of the contract. Where the contract requires the digital content or digital service to be supplied within a certain period of time and the consumer pays for it in cash or digital representations of value and the content or service was in conformity with the conditions of the contract during a certain period of time prior to termination, the trader reimburses the consumer only for such part of the price paid which is proportional to the period of time during which the content or service did not comply with the conditions of the contract, and such part of the price paid by the consumer which the consumer paid in advance for the time during which the contract would have been in force if it had not been terminated.

 (2) With regard to consumer’s personal data, a trader shall comply with the obligations provided for in the Regulation (EU) 2016/679 of the European Parliament and of the Council 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 (OJ L 119, 04.05.2016, pp 1–88).

 (3) A trader refrains from using such content which is not personal data and which the consumer has provided or created using the digital content or digital service supplied by the trader, unless the content:
 1) is not usable outside the context of the digital content or digital service supplied by the trader;
 2) is related only to the activities of the consumer in the use of the digital content or digital service supplied by the trader;
 3) has been combined with other information by the trader and is not separable or can be separated only with disproportionately big efforts; or
 4) has been created jointly by the consumer and other persons and other consumers can continue to use the content.

 (4) Upon the request of a consumer, a trader makes available to the consumer such content which is not personal data and which the consumer has submitted or created using the digital content or digital service supplied by the trader. The consumer is entitled to receive the digital content in question free of charge, without hindrance by the trader, within a reasonable period of time, and in a commonly used and machine-readable format. The provisions of this subsection do not apply in the cases specified in clauses 1–3 of subsection 3 of this section.

 (5) A trader may prevent a consumer from further using digital content or a digital service, in particular by making the content or service inaccessible to the consumer in the future or by deactivating the consumer's user account. This does not limit the application of subsection 4 of this section.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 62¹⁶.  Obligations of consumer upon termination of contract

 (1) After termination of a contract, a consumer may not use digital content or a digital service or make it available to third parties.

 (2) Where digital content was supplied on a physical data carrier and the trader demands it back, the consumer returns it immediately at the expense of the trader. The trader may request the return of the physical medium within 14 days as of the termination of the contract.

 (3) A consumer is not required to pay for the use of digital content or a digital service during the period of time preceding the termination of the contract if the content or service did not comply with the conditions of the contract.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 62¹⁷.  Time limits and means of reimbursement

 (1) Any reimbursement by a trader to a consumer arising from the reduction of a price or termination of a contract is carried out immediately but not later than 14 days after the reduction of the price or termination of the contract.

 (2) A trader carries out the reimbursement using the same means of payment as the consumer used to pay for the digital content or digital service, unless the consumer expressly agrees to other means of payment, and provided that this is free of charge for the consumer.

 (3) A trader may not demand payment from a consumer in connection with any reimbursement.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 62¹⁸.  Contractual consequences of withdrawal of consumer 's consent to processing of personal data

 (1) Where a consumer exercises their right to withdraw the consent given for the processing of their personal data, the trader may, in the case of a contract which prescribes supply of digital content or a digital service continuously or by several individual acts of supply, cancel the contract under the conditions provided for in subsection 1 of § 196 of this Act.

 (2) Withdrawal of the consent of a consumer given for the processing of personal data is not deemed to be a breach of the contract and the trader cannot consequently exercise any legal remedies against the consumer.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 62¹⁹.  Modification of digital content or digital service

 (1) Where, pursuant to a contract, digital content or a digital service has to be supplied or made available to a consumer within a certain period of time, a trader may modify the content or service beyond what is necessary to maintain compliance with the conditions of the contract, if the following conditions are met:
 1) the contract allows and provides a valid reason for modifications;
 2) the modification is made without causing additional costs to the consumer;
 3) the consumer has been informed in a clear and comprehensible manner of the modification; and
 4) in the cases referred to in subsection 2 of this section, the consumer has been previously notified within a reasonable period of time of the characteristics and time of the modification and the right to cancel the contract pursuant to subsection 2 of this section or the right to maintain the digital content or digital service unaltered pursuant to subsection 4 of this section.

 (2) A consumer has the right to cancel a contract if the modification negatively impacts the use of or access to the digital content or digital service, unless such negative impact is insignificant. In that case, the consumer has the right to cancel the contract free of charge within 30 days of receipt of the notice or of the date on which the trader modified the digital content or digital service, whichever is later.

 (3) Where a consumer cancels a contract pursuant to subsection 2 of this section, the provisions of § 62¹⁵–62¹⁷ of this Act apply.

 (4) Subsections 2 and 3 of this section do not apply if the trader has enabled the consumer to maintain the digital content or digital service in an unmodified format at no additional cost and it continues to comply with the conditions of the contract.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 62²⁰.  Right of redress

 (1) Where a trader is liable to a consumer for failure to supply digital content or a digital service or because of a lack of conformity resulting from an act or omission by a person in previous links of the chain of transactions, the trader may pursue remedies against the respective person, including to seek indemnification for any damage according to the relationship between them.

 (2) Claims of a trader which has supplied digital content or a digital service to a consumer or is required to do so against its contractual partner do not expire before the expiry of two months after the satisfaction of the consumer's claim.

 (3) Subsections 1 and 2 of this section also respectively apply to other recoveries submitted in the chain of transactions.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 62²¹.  Prohibition on violation of provisions

  A person or body provided by law may, in accordance with the rules provided by law, require a trader who has violated the provisions of this Subchapter to terminate such violation and refrain from future violations.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 62²².  Mandatory nature of provisions

 (1) An agreement which deviates, to the detriment of the consumer, from the provisions of this Subchapter and the legal remedies for breach of contract provided for in the general part of this Act and which was entered into before the consumer had notified the trader of failure to supply the digital content or digital service or non-compliance thereof with the conditions of the contract, or before the trader notified of any modification of the digital content or digital service pursuant to § 62¹⁹ of this Act shall be void, unless otherwise provided in this Subchapter. This also applies to other agreements which alter the effects of the above provisions to the detriment of the consumer.

 (2) The provisions of subsection 1 of this section do not restrict the possibilities of parties to agree on restrictions on compensation for damage.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

Chapter 3 PLURALITY OF PERSONS IN OBLIGATIONS  

Subchapter 1 Plurality of Obligors  

§ 63.  Joint obligors

 (1) If several persons are to perform a divisible obligation, they shall perform the obligation in equal shares. The law or a transaction may prescribe that several obligors shall perform an obligation in unequal shares.

 (2) The provisions of subsection (1) of this section do not apply if several persons are to perform an obligation as solidary obligors.

§ 64.  Collective obligors

  If several persons are to perform the same obligation and they can perform such obligation only collectively, the obligee shall require them to perform the obligation collectively.

§ 65.  Solidary obligors

 (1) If several persons are to perform an obligation jointly and severally (solidary obligors), the obligee may require full or partial performance of the obligation from all the obligors collectively, from any one obligor or from some of the obligors separately.

 (2) A solidary obligation arises if several persons are to perform an obligation with the same content and performance of the obligation may be required by the obligee only once, and in other cases provided by law or on the basis of a transaction.

 (3) A solidary obligation also arises if an obligation is indivisible.

 (4) If several persons undertake by a contract to perform an obligation collectively, it is presumed that they are solidary obligors.

§ 66.  Waiver of claim

 (1) If an obligee wholly or partially waives a claim against a solidary obligor, the other solidary obligors are nevertheless required to perform the obligation in full.

 (2) If an obligee reaches an agreement with a solidary obligor that the obligee will waive the obligee's claim against all of the solidary obligors, the other solidary obligors are also released from the obligation. A solidary obligor may, on behalf of the other solidary obligors, accept a proposal from the obligee that the obligee will waive the obligee's claim against all the solidary obligors free of charge.

 (3) The provisions of subsections (1) and (2) of this section also apply if an obligee waives the obligee's claim against a solidary obligor before the solidary obligation arises.

§ 67.  Defences of solidary obligors

 (1) If any one solidary obligor has performed an obligation in full, the other solidary obligors are not liable for the performance of the obligation. The same applies in the case of substituted performance, deposit or set off. A solidary obligor may only set off the obligee's claim against the obligor's claim.

 (2) Any solidary obligor may set up defences against the claim of the obligee which arise from the solidary obligation or from the obligor's own legal relationship with the obligee.

 (3) If a solidary obligor does not set up a defence against a claim of the obligee which could have been set up by any of the solidary obligors, the solidary obligor does not have a right of recourse against the other solidary obligors to the extent by which the solidary obligation would have diminished as a result of such defence, unless the solidary obligor did not know and did not have to know of the circumstances underlying the defence.

§ 68.  Applicability of circumstances with regard to solidary obligors

 (1) A solidary obligor shall not be liable for non-performance of the solidary obligation by another solidary obligor.

 (2) Consequences arising to one solidary obligor from a delay in acceptance by an obligee or from postponement of the due date for the performance of the obligation also apply to the other solidary obligors.

 (3) Circumstances not specified by law which affect the liability of solidary obligors, in particular defences regarding limitation periods, apply only to the solidary obligor concerned unless otherwise dictated by the solidary obligation.

§ 69.  Relations between solidary obligors

 (1) In relations between themselves, solidary obligors are liable for the performance of the obligation in equal shares unless otherwise provided by law, the contract or the nature of the obligation.

 (2) If a solidary obligor has performed the solidary obligation, the claim of the obligee against the other obligors transfers to the solidary obligor (right of recourse of solidary obligor) except to the extent of the solidary obligor's own share of the obligation.

 (3) In the case provided for in subsection 66 (1) of this Act, the other obligors have the right of recourse against the obligor who is released from the solidary obligation to the extent of the obligor's share of the obligation in relations between the solidary obligors. This does not apply if the obligee reduces the claim thereof to the extent of the share which the obligor with regard to whom the obligee waived the claim is to bear in relations between the solidary obligors.

 (4) If a solidary obligation involves performance of acts other than payment of money, the solidary obligor who has performed the obligation may only claim compensation in money from the other solidary obligors.

 (5) A solidary obligor may claim compensation for reasonable expenses made by the obligor upon performance of the obligation from the other solidary obligors according to their shares in the obligation. Compensation for expenses shall not be claimed if the expenses are exclusively related to the solidary obligor.

 (6) If a solidary obligor fails to perform the share thereof in the obligation with regard to the solidary obligor who performed the obligation, the solidary obligor who performed the obligation and the other solidary obligors shall be liable for the performance of such share proportionally to their shares in the obligation. The claim against the solidary obligor who fails to perform the obligation transfers to the solidary obligor who performed the obligation and to the other obligors.

 (7) The provisions of subsections (1)-(6) of this section apply correspondingly to relations between persons who have secured performance of an obligation by an obligor with securities.
[RT I 2003, 78, 523 – entry into force 27.12.2003]

§ 70.  Limitation period for right of recourse by solidary obligor

 (1) The limitation period for the right of recourse by a solidary obligor who has performed the solidary obligation expires at the time when the claim of the obligee against the solidary obligor against whom the right of recourse is exercised would expire.

 (2) The limitation period for the right of recourse by a solidary obligor shall not expire earlier than six months as of the date on which the solidary obligor performed the obligation or the obligee filed an action with a court against the obligor for the performance of the obligation.

 (3) The provisions of subsection (2) of this section do not apply if a solidary obligor performs the obligation after the limitation period for the claim against the obligor or the solidary obligor against whom the obligor exercised the right of recourse has expired.

 (4) Claims for compensation for reasonable expenses provided for in subsection 69 (5) of this Act and claims arising from negotiorum gestio or unjustified enrichment which can be filed in lieu of exercising the right of recourse shall expire together with the right of recourse.

Subchapter 2 Plurality of Obligees  

§ 71.  Joint obligees

  If a divisible obligation must be performed for the benefit of several obligees, each of the obligees has the right to require performance of the obligation for the benefit thereof in a share equal to the shares of the other obligees unless law or a transaction provides that the obligees may require performance of the obligation in unequal shares, for their collective benefit or jointly and severally.

§ 72.  Collective obligees

 (1) If, pursuant to law, a transaction or the nature of an obligation, several obligees may only require performance of the obligation for their collective benefit, the obligor has the right to perform the obligation only for the benefit of all the obligees collectively.

 (2) If an indivisible obligation must be performed for the benefit of several obligees, each obligee may only require performance of the obligation for the benefit of all the obligees collectively unless the obligees are solidary obligees.

 (3) Each collective obligee may require performance of the obligation, including the deposit or sale of the thing owed, only for the benefit of all the obligees collectively. Other circumstances which pertain to one collective obligee only do not apply with regard to the other collective obligees.

§ 73.  Solidary obligees

 (1) If, pursuant to law, a transaction or the nature of an obligation, the obligation must be performed for the benefit of several persons such that each of the persons may require full performance of the obligation, such persons are solidary obligees.

 (2) An obligor may perform an obligation for the benefit of all or some of the solidary obligees, even if one of the solidary obligees has already filed an action to claim the performance of the obligation.

 (3) Performance of an obligation for the benefit of one of the solidary obligees, including a set-off against a claim of a solidary obligee or deposit for the benefit of a solidary obligee, releases the obligor from performance of the obligation for the benefit of the other solidary obligees.

 (4) An obligor shall only set up such defences against the claim of a solidary obligee which the obligor has against the solidary obligee concerned.

§ 74.  Applicability of circumstances with regard to solidary obligees

 (1) If one solidary obligee delays acceptance of the performance of an obligation, the other solidary obligees are also deemed to have delayed acceptance of the performance of the obligation.

 (2) If a solidary obligee becomes an obligor with regard to the same obligation, the obligation terminates. Such solidary obligee shall nevertheless pay the shares of the other obligees thereto pursuant to the provisions of § 75 of this Act.

 (3) If a solidary obligee waives the claim thereof or assigns the claim to another person, the rights of the other solidary obligees remain unaffected.

 (4) Circumstances not specified in subsections (1)-(3) of this section apply only with regard to the solidary obligee concerned.

§ 75.  Relations between solidary obligees

 (1) A solidary obligee who accepts the performance of an obligation by an obligor shall pay the other solidary obligees their shares. The shares of solidary obligees shall be equal unless otherwise provided by law, a transaction or the nature of the obligation.

 (2) The limitation period for a claim by the other solidary obligees against the solidary obligee who accepts performance of the obligation expires at the time when the claim of the solidary obligees against the obligor would have expired but not before six months as of the date on which the obligor performed the obligation.

Chapter 4 PERFORMANCE OF OBLIGATION  

§ 76.  Performance of obligation

 (1) An obligation shall be performed pursuant to the contract or to law.

 (2) An obligation shall be performed pursuant to the principles of good faith and reasonableness, taking into account usages and practices.

 (3) Performance of an obligation is deemed to be conforming if the obligation is performed at the right time, at the right place and in the right manner for the benefit of the person who is entitled to accept performance.

 (4) If an obligee accepts that which is offered to the obligee as performance of the obligation, the performance is deemed to be full, that which is offered as performance is deemed to be that which was owed and the performance to be conforming.

§ 77.  Quality of performance of obligation

 (1) An obligor shall perform an obligation with the quality prescribed by the contract or by law. Where the quality of the performance of a contractual obligation is not determinable from the contract or from law, the party shall perform the obligation with a quality not less than average in the circumstances.

 (2) If a thing with specific characteristics is owed for performance of an obligation and if things with the specific characteristics may be of different quality, the obligor shall perform the obligation with a quality not less than average.

 (3) If a thing with specific characteristics is owed for performance of an obligation and the obligor has done all that is possible on the part of the obligor to perform the obligation, including acquiring the thing with such specific characteristics or separation of the thing from other things with the same specific characteristics, the thing acquired or separated is deemed to be the object of the obligation.

 (4) If a person is required to deliver a specific thing, the person shall take reasonable care of the thing until delivery.

§ 78.  Performance of obligation by third party

 (1) Except where an obligor must, pursuant to law or a contract or due to the nature of an obligation, perform an obligation in person, a third party may perform the obligation in part or in full. If a third party performs an obligation, the obligor is released from the duty to perform.

 (2) An obligee may refuse to accept performance of an obligation by a third party if the obligor objects to the performance of the obligation by a third party.

 (3) If an obligor objects to the performance of an obligation by a third party, the obligee shall not refuse to accept performance if:
 1) the third party performs the obligation in order to avoid compulsory execution with regard to an object which belongs to the obligor but is in the lawful possession of the third party or for which the third party has some other right and if, in the case of compulsory execution, such possession or right would terminate, or
 2) the third party has other legitimate interest in the performance of the obligation and the obligor fails to perform the obligation in due time or it is obvious that the obligor will not perform the obligation in due time, or if the rights from which the obligation arises have been pledged or seized and exercise of the rights may be at risk in the case of non-performance of the obligation.
[RT I 2008, 54, 304 – entry into force 27.12.2008]

 (4) A third party who has performed an obligation may exercise the right of recourse or right to claim compensation for the expenses relating to the performance only if such right is determinable from law or the relationship between the obligor and the third party, including unjustified enrichment or negotiorum gestio.

§ 79.  Performance of obligation for benefit of unentitled person

 (1) If an obligation is performed for the benefit of a person other than the obligee or for the benefit of a person who is not entitled to accept performance in lieu of the obligee, the obligation is deemed to have been performed if the obligation is performed for the benefit of such other person with the consent of the person entitled to accept performance or if performance for the benefit of such person is later approved by the person entitled to accept performance. The obligation is also deemed to have been performed in the case specified in subsection 169 (1) of this Act.

 (2) Upon performance of an obligation for the benefit of an obligee with restricted active legal capacity, the obligation is deemed to have been performed if the obligation is performed for the benefit of the obligee with the consent of his or her legal representative or if his or her legal representative approves of the performance. An obligor may perform an obligation for the benefit of the legal representative of an obligee with restricted active legal capacity if the representative has not granted consent to the performance of the obligation for the benefit of the obligee.

 (3) If an obligation is performed for the benefit of an obligee who does not have the right to dispose of the claim thereof due to compulsory execution or bankruptcy, the obligation is deemed to have been performed if the person who has the right to dispose of the claim consents to or approves of the performance.

§ 80.  Contract for benefit of third party

 (1) A contract may prescribe or the nature of an obligation may indicate that the obligation is to be performed for the benefit of a third party in lieu of the obligee (contract for the benefit of a third party).

 (2) A third party may require performance of a contract if so prescribed by the contract or determined from law.

 (3) If a life insurance contract or life annuity contract prescribes payment of life annuity to or performance of the obligations of an insurer for the benefit of a third party, the third party may require performance of the contract unless otherwise provided by the contract. The same applies to gratuitous contracts if the contract prescribes performance of an obligation by the donee for the benefit of a third party.

 (4) A third party for whose benefit a contract is entered into need not be personally identifiable at the time of entry into the contract.

 (5) If an obligor must perform an obligation for the benefit of a third party after the death of the obligee, the third party may require performance of the obligation as of the death of the obligee unless the contract or the nature of the obligation indicates that the obligation must be performed later.

 (6) The parties may amend or terminate a contract entered into for the benefit of a third party without the consent of the third party unless otherwise provided by law or the contract.

 (7) An obligor may set up the same defences against a third party as against the obligee.

 (8) If a third party waives a right granted thereto by a contract or if the right expires or is no longer in force, it is presumed that the obligee may designate another third party for the benefit of whom the obligation must be performed or that the obligee may require performance of the obligation for the obligee's own benefit.

 (9) If a third party waives a right granted thereto by a contract, it is deemed that the third party has not had such right. A waiver is valid if a declaration of intent to that effect reaches both parties to the contract.

§ 81.  Contract with protective effect for third party

 (1) A contract may prescribe the obligation to take into account the interests or rights of a third party to the same extent as the interests or rights of the obligee. Such obligation shall be presumed if:
 1) in the course of performance of the contract, the interests and rights of the third party are at risk to the same extent as the interests and rights of the obligee, and
 2) the intent of the obligee to protect the interests and rights of the third party can be presumed, and
 3) the third party and the intent of the obligee to protect the interests and rights of the third party are identifiable by the obligor.

 (2) In the case of non-performance of the obligation specified in subsection (1) of this section, the third party may claim compensation for damage caused thereto.

§ 82.  Time of performance of obligation and time when obligation falls due

 (1) If the due date for the performance of an obligation is set by or determinable from the nature of the obligation, the obligation shall be performed on such date.

 (2) If the term for the performance of an obligation is prescribed by or determinable from the contract, the obligation shall be performed during such term unless the contract or the circumstances indicate that the obligee may determine the due date for performance of the obligation.

 (3) If the time for the performance of an obligation is not set and is not determinable from the nature of the obligation, the obligor shall perform the obligation within a reasonable period of time after the entry into the contract or after an obligation has arisen on some other basis, taking into particular account the place, manner and nature of the performance of the obligation.

 (4) An obligor shall perform the entire obligation at one time if such performance can be rendered at one time and the contract or the nature of the obligation does not indicate otherwise.

 (5) The parties shall perform their mutual contractual obligations simultaneously if such performance can be rendered simultaneously and the contract or the nature of the obligation does not indicate otherwise. If one party is obliged to perform certain acts during a certain period of time and the other party may perform its obligation at one time, such other party shall perform the obligation thereof after the first party has performed the obligation thereof unless otherwise provided by the contract.

 (6) An obligor may perform an obligation arising from a contract entered into for the purposes of the economic or professional activities of the obligee during regular working hours and the performance shall be accepted during regular working hours, unless otherwise provided by the contract.

 (7) An obligation falls due at the time when the obligee is entitled to require performance of the obligation. Unless otherwise provided by the contract, the obligee may require performance of an obligation upon expiry of the due date or term prescribed for the performance of the obligation. If the time for performance of the obligation is not set and is not determinable from the nature of the obligation, the obligee may require performance of the obligation after a reasonable period of time specified in subsection (3) of this section which is necessary for the performance of the obligation.

§ 82¹.  Charges becoming collectable in case of mutual contracts

 (1) If no due date or term is agreed for payment of charges in the case of a mutual contract, the obligation to pay the charge shall become collectable at the latest after 30 days:
 1) from the receipt of the invoice or other such proposal for payment by the obligor;
[RT I, 04.02.2011, 1 – entry into force 05.04.2011]
 2) from the receipt of the goods, services or other benefits if the date of the receipt of the invoice or other proposal for payment by the obligor is unclear or if the obligor receives the invoice or proposal for payment before the receipt of the goods, services or other benefits;
[RT I, 04.02.2011, 1 – entry into force 05.04.2011]
 3) from receipt or examining of the goods, services or other benefits if the law or the contract prescribes the receipt or examination of the goods, services or other benefits, in the course of which the compliance thereof with the contract shall be verified, and if the obligor receives the invoice or other proposal for payment before or by the time of the receipt or examination.
[RT I, 05.04.2013, 1 – entry into force 15.04.2013]

 (1¹) If an obligor is the person specified in subsection 5 (2) of the Public Procurement Act, no such term shall be agreed upon the expiry of which the obligor is deemed to have received the invoice.
[RT I, 01.07.2017, 1 – entry into force 01.09.2017]

 (2) An obligor who enters into a contract in the course of economic or professional activities shall not rely on an agreement which prescribes a term of payment in excess of 60 days as of the occurrence of the circumstances specified in clauses (1) 1)-3) of this section, except in the case it is expressly agreed otherwise in the contract and unless this is grossly unfair with regard to the obligee due to the circumstances.
[RT I, 05.04.2013, 1 – entry into force 15.04.2013]

 (3) An obligor who is the person specified in subsection 5 (2) of the Public Procurement Act shall not rely on an agreement which prescribes a longer term of payment than that provided for in subsection (1) of this section, except in the case it is expressly agreed otherwise in the contract and if this is objectively determinable from the nature or particular characteristics of the contract.
[RT I, 01.07.2017, 1 – entry into force 01.09.2017]

 (4) An agreement which prescribes a term of payment which is longer than 60 days for an obligor who is the person specified in subsection 5 (2) of the Public Procurement Act shall be void.
[RT I, 01.07.2017, 1 – entry into force 01.09.2017]

 (5) If a term of payment starts to run from the receipt or examination of the goods, services or other benefits, an obligor cannot rely in the course of economic or professional activities on an agreement based on which the term of receipt or examination of the goods, services or other benefits is longer than 30 days as of the receipt of the goods, services or benefits, except in the case it is expressly agreed otherwise and unless this is grossly unfair with regard to the obligee due to the circumstances.
[RT I, 05.04.2013, 1 – entry into force 15.04.2013]

 (6) The terms of payment provided for in this section do not apply to agreements provided for in subsections 4 (1) and (4) of the Act on Combating Unfair Trading Practices in Agricultural and Food Supply Chain.
[RT I, 21.09.2021, 4 – entry into force 01.11.2021]

§ 83.  Performance of obligation in parts

 (1) If an obligation must be performed at one time, the obligee may refuse to accept performance of the obligation in parts unless this is contrary to the principle of good faith.

 (2) An obligee may refuse to accept performance of an obligation in parts regardless of whether the obligor, upon making the proposal to perform the obligation in parts, offers security for performance of the remaining part of the obligation or confirms performance of the obligation in full.

 (3) Additional expenses arising for an obligee from acceptance of the performance of an obligation in parts shall be borne by the obligor.

§ 84.  Earlier performance of obligation

 (1) An obligee shall not require performance of an obligation before the due date for performance but shall not refuse to accept performance of the obligation before the due date unless the obligee has a legitimate interest in such refusal.

 (2) Acceptance by a party of performance of an obligation before the due date shall not affect the time for performance of the party's own obligation if such time has been set irrespective of the performance of the other party's obligations.

 (3) Additional expenses arising for an obligee from performance of an obligation before the due date shall be borne by the obligor.

 (4) If, before the due date for performance, an obligor performs an obligation which involves the duty to pay interest, the obligee may claim interest until the due date prescribed for performance of the obligation. If an obligation performed before the due date does not involve the duty to pay interest, the obligor shall not claim interest from the obligee for the period of time between the performance of the obligation and the due date prescribed for performance.

§ 85.  Place of performance of obligation

 (1) An obligor shall perform an obligation at the place determined by the contract or by law. If the place of performance of an obligation is not prescribed by the contract or by law, the obligation shall be performed at a place determined on the basis of the nature of the contract.

 (2) If the place of performance of an obligation cannot be determined on the bases specified in subsection (1) of this section:
 1) a monetary obligation shall be performed at the obligee's place of business which was most closely related to the obligation at the time when the obligation arose or, if no such place exists, at the residence or seat of the obligee;
 2) an obligation to deliver a specific thing or a thing from a specific group of things shall be performed at the place where the thing or group of things was located at the time when the obligation arose;
 3) an obligation to deliver a thing which must be produced or prepared after the contract is entered into shall be performed at the place where the thing is produced or prepared;
 4) an obligation not specified in clauses 1)-3) of this subsection shall be performed at the obligor's place of business which was most closely related to the obligation at the time when the obligation arose or, if no such place exists, at the residence or seat of the obligor.

 (3) If an obligation must be performed at the place of business, residence or seat of the obligee and the obligee changes the place of business, residence or seat thereof after the obligation has arisen, the obligee may require performance of the obligation at the new place of business, residence or seat on the condition that the obligee bears any related additional expenses and risks.

 (4) If an obligation must be performed at the place of business, residence or seat of the obligor and the obligor changes the place of business, residence or seat thereof after the obligation has arisen, the obligor may perform the obligation at the new place of business, residence or seat on the condition that the obligor bears any related additional expenses and risks.

 (5) If several alternative places have been determined for the performance of an obligation, the obligor has the right to choose the place of performance unless law provides or the nature of the obligation indicates that such right rests with the obligee or a third party.

§ 86.  Alternative obligations

 (1) If an obligor is required to perform one of several obligations, the choice shall be made by the obligor unless law or the contract provides or the nature of the obligation indicates that such right rests with the obligee or a third party.

 (2) An obligor or an obligee who has the right to choose shall make the choice by informing the other party of the choice. If a third party has the right to choose, the choice shall be made by informing both the obligor and the obligee. After a choice has been made, it is deemed that performance of the chosen obligation only was required from the outset.

§ 87.  Transfer of right to choose in case of alternative obligation

 (1) If, in the case of an alternative obligation, the right to choose belongs to the obligor or the obligee and the choice is not made during the time period agreed upon or, if no agreement exists, within a reasonable period of time before the obligation falls due, the right to choose transfers to the other party to the obligation.

 (2) If the right to choose belongs to a third party and the third party fails to make the choice during the term specified in subsection (1) of this section, the right to choose transfers to the obligor.

§ 88.  Performance discharging different obligations

 (1) If an obligor is required to transfer money, or objects with specific characteristics, or to provide services of the same type to the obligee for the discharge of different obligations and if the money or objects transferred or the services provided do not suffice to discharge all the obligations, the obligor may specify the obligation for the discharge of which the money or objects are transferred or the services are provided.

 (2) If the obligations of an obligor do not have equal security, the obligor shall not resolve to perform an obligation with more security.

 (3) An obligor shall not resolve to perform an obligation the performance of which cannot yet be required by the obligee and with regard to which the obligee has a legitimate interest in refusing early performance.

 (4) If an obligor, before performance or during a reasonable period of time thereafter, does not specify the obligation discharged by the performance, the obligee may do so if:
 1) the obligee informs the obligor of the choice within a reasonable period of time after the performance, and
 2) performance of the obligation is lawful, and
 3) the obligation has fallen due, and
 4) the obligation has not been disputed.

 (5) If, under the circumstances specified in subsection (4) of this section, an obligee has chosen which obligation is deemed to have been performed by the obligor but the obligor has objected to the choice without delay, the obligor may choose which obligation is deemed to have been discharged by the performance. In such case, the obligation specified by the obligor is deemed to have been performed.

 (6) If neither the obligor nor the obligee has chosen which obligation the money, objects or services are deemed to have discharged, the performance is deemed to discharge:
 1) firstly, the obligation which is the first to fall due;
 2) secondly, the obligation for which the obligee has the least security;
 3) thirdly, the obligation which is the most burdensome for the obligor;
 4) fourthly, the obligation which arose first.

 (7) If the obligation deemed to have been discharged cannot be specified on the basis of the provisions of subsection (6) of this section, the performance is deemed to discharge all the obligations in proportion.

 (8) If an obligor is required to pay expenses and interest in addition to the principal monetary obligation, the performance is deemed to discharge first the expenses, then the interest due and finally the principal obligation.

 (9) An obligor shall not specify an order different from the order provided for in subsection (8) of this section for the performance of obligations without the consent of the obligee.

§ 89.  Substituted performance of obligation

 (1) An obligor may substitute performance of an act necessary for the performance of an obligation with the performance of another act (substituted performance) only with the consent of the obligee, even if the value of the other act is the same as or greater than the value of the act necessary for the performance. If the obligee accepts the performance of the other act as the performance of the obligation, the obligation is deemed to have been performed.

 (2) Assumption by an obligor of a new obligation for the benefit of the obligee in order to satisfy the claim of the obligee is not deemed to be substituted performance unless otherwise provided by law or the contract. If the obligee accepts the performance of the new obligation, the initial obligation is also deemed to have been performed.

 (3) In the case of substituted performance, the obligor shall be liable for the substituted performance on the same bases as if performance had not been substituted.

§ 90.  Costs of performance of obligation

  An obligor shall bear the costs of performance of the obligor's obligations.

§ 91.  Manner of performance of monetary obligations

 (1) A monetary obligation may be performed in cash. A monetary obligation may also be performed in some other form if so agreed by the parties or if such form is used in the ordinary course of business at the place of payment.

 (2) If an obligee has an account for execution of payment transactions in a credit institution or other payment service provider in the state in which a monetary obligation is to be performed, the obligor may perform the obligation by transferring the amount due to the account unless the obligee has expressly prohibited this option.
[RT I 2010, 2, 3 – entry into force 22.01.2010]

 (3) In the case of performance of a monetary obligation by transferring the amount due to the account of the obligee, the obligation is deemed to have been performed when the account of the obligee is credited with the amount due.

 (4) If an obligee accepts a cheque, bill of exchange or other similar means of payment as performance of a monetary obligation and the means of payment is later redeemed, the obligation is deemed to have been performed as of acceptance of the means of payment.

 (5) If an obligee has accepted a means of payment specified in subsection (4) of this section as performance of a monetary obligation, the obligee may only require performance of the obligation in money if the means of payment is not redeemed.

 (6) If an obligee has the right to withhold performance of the obligee's obligation until performance of a monetary obligation by the obligor and if the obligee has accepted a means of payment specified in subsection (4) of this section as performance of the monetary obligation, the obligee may withhold the performance of the obligee's obligation until the means of payment is redeemed.

 (7) Upon performance of a monetary obligation by post, the obligation is deemed to have been performed as of payment of the money to the obligee.

§ 92.  Payment of money at nominal value

  A monetary obligation shall be performed at the nominal value of the money unless otherwise provided by the law or the contract.

§ 93.  Currency of monetary obligation

 (1) The money paid to perform a monetary obligation shall be valid at the time of payment in the state in whose currency the payment is made.

 (2) If a monetary obligation is not expressed in a particular currency, it shall be performed in the currency of the place of performance of the obligation (place of payment).

 (3) If an obligation is expressed in a currency other than that of the place of payment, the obligor may also perform the obligation in the currency of the place of payment unless the currency is not freely convertible or the parties have agreed that payment in a currency other than that in which the monetary obligation is expressed is prohibited. Regardless of such agreement, the obligee may require performance of the monetary obligation in the currency of the place of payment if it is impossible for the obligor to make payment in the currency in which the monetary obligation is expressed.

 (4) If a monetary obligation expressed in a currency other than that of the place of payment is performed in the currency of the place of payment, the obligation shall be converted into the currency of the place of payment on the basis of the average rate of exchange at which the obligee can, at the place of payment and at the time when the obligation falls due, immediately purchase the currency in which the obligation was expressed. If an obligor does not perform a monetary obligation in a timely manner, the obligee may require payment according to the applicable rate of exchange prevailing either at the time when payment is due or at the time of actual payment.

§ 94.  Interest on obligations

 (1) If interest is to be paid on an obligation pursuant to law or the contract, the interest rate shall be applied on a half-year basis and shall be equal to the last interest rate applicable to the main refinancing operations of the European Central Bank before 1 January or 1 July of each year, unless otherwise provided by the law or the contract.

 (2) Eesti Pank shall organise timely publication of the interest rates specified in subsection (1) of this section in the official publication Ametlikud Teadaanded.
[RT I 2003, 78, 523 – entry into force 27.12.2003]

 (3) A fixed interest rate is the interest rate agreed upon by the obligee and the obligor in the contract for whole term of the contract or the interest rate agreed upon for certain periods which is calculated only based on a specified percentage. If not all interest rates are specified in the contract, the interest rate shall be deemed fixed for the periods for which the interest rate is expressed, upon entry into the contract, only as a specified percentage.
[RT I 2010, 77, 590 – entry into force 01.07.2011]

 (4) An interest rate not deemed to be a fixed interest rate pursuant to subsection (3) of this section is an unfixed interest rate.
[RT I 2010, 77, 590 – entry into force 01.07.2011]

§ 95.  Receipt for performance

 (1) Upon accepting the performance of an obligation, an obligee shall issue written evidence of acceptance (receipt for performance) to the obligor at the request of the obligor. An obligor may also require issue of a receipt in some other form if the obligor has a legitimate interest therein.

 (2) If a third party performs an obligation in lieu of an obligor, a receipt for the performance may be required by both the obligor and the third party.

 (3) If an obligation is to be performed for the benefit of a third party, the obligor may require issue of a receipt for the performance from both the third party and the obligee.

 (4) If a receipt for performance issued by an obligee is handed over to the obligor by a person other than the obligee, the person is deemed to be authorised to accept the performance of the obligation from the obligor. The person handing over the receipt is not deemed to be authorised to accept the performance of the obligation if the obligor knew or should have known that the person is not authorised to accept the performance or if the receipt has been removed from the obligee's possession against the obligee's will.

 (5) If a receipt is issued for the performance of a principal obligation, the expenses and interest are also presumed to have been paid.

 (6) If an obligee or a third party for the benefit of whom an obligation is to be performed refuses to issue a receipt, the obligor may withhold performance of the obligation until the obligor has obtained the receipt. In such case, the obligee is deemed to have delayed acceptance of the performance of the obligation.

§ 96.  Return of debt instrument

 (1) If an obligor issues a document certifying the existence of an obligation (debt instrument), the obligor may, upon performance of the obligation demand the return of the debt instrument in addition to or in lieu of a receipt. If the obligee does not return the debt instrument, the obligor may require written confirmation of the termination of the obligation from the obligee.

 (2) If an obligation is performed in part or if a debt instrument also sets out other rights of the obligee or if the obligee has some other legitimate interest in not returning the debt instrument, the obligee may refuse to return the debt instrument on the condition that the obligee make an inscription certifying performance of the obligation on the debt instrument.

 (3) If a debt instrument has been returned to the obligor, it is presumed that the obligation has been performed.

 (4) If an obligee refuses to return a debt instrument or to make an inscription on a debt instrument or to issue confirmation of the termination of an obligation, the obligor may withhold performance of the obligation until the debt instrument is received, the inscription is made or the confirmation is issued. In such case, the obligee is deemed to have delayed acceptance of the performance of the obligation.

§ 97.  Alteration of balance of contractual obligations

 (1) If the circumstances under which a contract is entered into change after the entry into the contract and this results in a material change in the balance of the obligations of the parties due to which the costs of one party for the performance of an obligation increase significantly or the value of that which is to be received from the other party under the contract decreases significantly, the injured party may demand amendment of the contract from the other party in order to restore the original balance of the obligations.

 (2) Amendment of a contract under the circumstances specified in subsection (1) of this section may be demanded if:
 1) at the time of entry into the contract, the injured party could not have reasonably expected that the circumstances might change, and
 2) the injured party could not influence the change in the circumstances, and
 3) the risk of a change in the circumstances is not borne by the injured party pursuant to the law or the contract, and
 4) the injured party would not have entered into the contract or would have entered into the contract under significantly different terms if the party had known of the change in the circumstances.

 (3) Amendment of a contract may also be demanded if the circumstances under which the contract was entered into had already changed before the contract was entered into but became known to the injured party after the contract was entered into.

 (4) The injured party may also demand amendment of the contract retroactively, but not as of a time earlier than the time when the balance of the obligations changed.

 (5) If the bases for amendment of a contract exist but, due to the circumstances, amendment of the contract pursuant to subsection (1) of this section is not possible or would not be reasonable with respect to the other party, the party aggrieved by alteration of the balance of the obligations may withdraw from the contract or, in the case of a long-term contract, cancel the contract pursuant to the procedure provided for in § 196 of this Act.

§ 98.  Obligation to provide security and confirm performance of obligations

 (1) If a person is required to provide security for the performance of an obligation but the type of the security is not exactly defined or if the provision of security is a condition for the creation of legal consequences, the person who provides security may choose the type of security. Security shall be sufficient to secure performance of the obligation and, if necessary, payment of interest and expenses, and the obligee shall be able to convert the security into money without difficulties.

 (2) If security provided under the circumstances specified in subsection (1) of this section is no longer sufficient for reasons independent of the obligee, the obligor shall supplement or replace the security.

 (3) If a person is required to confirm performance of an obligation but the method of confirmation has not been determined or confirmation of the performance of the obligation gives rise to certain legal consequences, the person shall provide sufficient evidence of the person's ability to perform the obligation.

§ 99.  Provision of goods or services and other performance not ordered

  [RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (1) The trader shall not have the right of claim against a consumer to whom the person dispatches goods or provides services which the consumer did not order. Silence or inactivity of the consumer shall not be deemed to be acceptance by the consumer.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (2) The provisions of subsection (1) of this section shall not preclude the filing of claims arising from the law if:
 1) the goods or services were not intended for the consumer;
 2) the person who dispatched the goods or provided the services erroneously believed that the consumer ordered the goods or services and the consumer was or should have been aware of the error.

 (3) [Repealed – RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (4) Agreements which derogate from the provisions of this section to the detriment of the consumer are void.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

Chapter 5 NON-PERFORMANCE  

Subchapter 1 General Provisions  

§ 100.  Definition of non-performance

  Non-performance is failure to perform or improper performance of an obligation, including a delay in performance.

§ 101.  Legal remedies in case of non-performance

 (1) In the case of non-performance by an obligor, the obligee may:
 1) require performance of the obligation;
 2) withhold performance of an obligation which is due from the obligee;
 3) demand compensation for damage;
 4) withdraw from or cancel the contract;
 5) reduce the price;
 6) in the case of a delay in the performance of a monetary obligation, demand payment of a penalty for late payment.

 (2) In the case of non-performance, the obligee may resort to any legal remedy separately or resort simultaneously to all legal remedies which arise from law or the contract and can be invoked simultaneously unless otherwise provided by law or the contract. In particular, invoking a legal remedy arising from non-performance shall not deprive the obligee of the right to demand compensation for damage caused by non-performance.

 (3) An obligee shall not rely on non-performance by an obligor nor resort to legal remedies arising therefrom insofar as such non-performance was caused by an act of the obligee or by circumstances dependent on the obligee or by an event the risk of which is borne by the obligee.

§ 102.  Notification obligation

  An obligor shall notify the obligee of an impediment to performance by the obligor and of the effect of such impediment on the performance of the obligation immediately after the obligor becomes aware of the impediment.

§ 103.  Excused non-performance

 (1) An obligor shall be liable for non-performance unless the non-performance is excused. It is presumed that non-performance is not excused.

 (2) Non-performance by an obligor is excused if it is caused by force majeure. Force majeure are circumstances which are beyond the control of the obligor and which, at the time the contract was entered into or the noncontractual obligation arose, the obligor could not reasonably have been expected to take into account, avoid or overcome the impediment or the consequences thereof which the obligor could not reasonably have been expected to overcome.

 (3) If the effect of force majeure is temporary, non-performance is excused only for the period during which force majeure impeded performance of the obligation.

 (4) In the cases provided by law or the contract, a person shall be liable for non-performance regardless of whether the non-performance is excused.

§ 104.  Liability in case of culpability

 (1) In the cases provided by law or contract, a person shall be liable for non-performance only if the person is culpable of the non-performance.

 (2) The types of culpability are carelessness, gross negligence and intent.

 (3) Carelessness is failure to exercise necessary care.

 (4) Gross negligence is failure to exercise necessary care to a material extent.

 (5) Intent is the will to bring about an unlawful consequence upon the creation, performance or termination of an obligation.

 (6) If, pursuant to law or a contract, a person is required only to exercise such care as the person would exercise in the person's own affairs, the person shall nevertheless also be liable in the case of intent and gross negligence.

§ 105.  Legal remedies independent of liability of obligor

  In the case of non-performance by an obligor, the obligee has the right to withhold performance of the obligation of the obligee, withdraw from or cancel the contract or reduce the price regardless of whether the obligor is liable for the non-performance.
[RT I, 05.04.2013, 1 – entry into force 15.04.2013]

§ 106.  Agreement to release person from liability or to restrict liability

 (1) An obligor and an obligee may agree in advance to preclude or restrict liability in the case of non-performance of an obligation.

 (2) Agreements under which liability is precluded or restricted in the case of intentional non-performance or which allow the obligor to perform an obligation in a manner materially different from that which could be reasonably expected by the obligee or which unreasonably exclude or restrict liability in some other manner are void.

§ 107.  Cure

 (1) A party who fails to perform a contractual obligation may, at the party's own expense, cure the non-performance, including improving or replacing defective performance, as long as the other party has not withdrawn from or cancelled the contract or demanded compensation for damage in lieu of performance, provided that:
 1) cure is reasonable in the circumstances, and
 2) cure does not cause unreasonable inconvenience or expenses to the injured party, and
 3) the injured party has no legitimate interest in refusing cure.

 (2) A non-performing party may cure non-performance within a reasonable period of time after the party has given notice to the injured party of the intention to cure and of the proposed manner and timing of the cure and if the injured party with a legitimate interest in refusing cure has not given notice of such refusal within a reasonable period of time.

 (3) The injured party may withhold performance as of receipt of the notice of cure until completion or failure of the cure. During the time for cure, the injured party may use other legal remedies only if these are not inconsistent with the cure.

 (4) Cure shall not deprive the injured party of the right to claim compensation for damage caused by a delay in performance or by the cure, including the right to claim payment of a penalty for late payment or a contractual penalty.

Subchapter 2 Legal Remedies  

§ 108.  Requiring performance of obligation

 (1) In the case of non-performance by an obligor of an obligation to pay money, the obligee may require performance of the obligation.

 (2) In the case of non-performance by an obligor of an obligation other than one to pay money, the obligee may require performance of the obligation. Performance of the obligation shall not be required if:
 1) performance is impossible;
 2) performance is unreasonably burdensome or expensive for the obligor;
 3) the obligee may reasonably achieve the desired result of the performance in another manner;
 4) performance involves provision of services of a personal nature.

 (3) An obligee may require performance of an obligation specified in subsection (2) of this section only within a reasonable period of time after the obligee has or should have become aware of the non-performance.

 (4) An obligor may determine beforehand a reasonable term within which the obligee may require performance. If the obligor determines an unreasonably short term within which the obligee may require performance, the term is deemed to have been extended to a reasonable length.

 (5) If an obligee does not require performance during a term specified in subsection (3) or (4) of this section, the obligee may no longer require performance of the obligation but may resort to other legal remedies.

 (6) The right to require performance of an obligation includes the right of the obligee to require repair, replacement or other cure of a defective performance in so far as this may be reasonably expected from the obligor.

 (7) If, pursuant to subsection (2) of this section, an obligee does not have the right to require performance of an obligation from the obligor and the obligor receives compensation in lieu of the object of the obligation due or acquires the claim for payment of such compensation (claim for compensation), the obligee may require transfer of the compensation or assignment of the claim for compensation.

 (8) An obligee shall not require performance of an obligation if, at the request thereof, the obligee has in lieu of performance received compensation for the damage incurred due to non-performance.

§ 109.  Specifications concerning requirement to perform mutual contract

 (1) In the case of a mutual contract, the non-performing party may require the other party to perform its obligations even if performance by the non-performing party cannot be required for reasons specified in subsection 108 (2) of this Act and if the reason arises due to circumstances dependent on the other party or if the reason arises at the time when the other party delays acceptance.

 (2) In the case specified in subsection (1) of this section, the non-performing party shall nevertheless deduct from the party's claim whatever the party saves as a result of non-performance or obtains as a result of applying the party's labour or other resources elsewhere or fails to obtain in bad faith despite having a reasonable opportunity to do so.

§ 110.  Withholding performance of obligation

 (1) An obligor may withhold performance of an obligation until the obligee has satisfied a claim which is due for the benefit of the obligor against the obligee if the claim is not sufficiently secured and there is a sufficient link between the claim and the obligation of the obligor and unless indicated otherwise by law, the contract or the nature of the obligation. A sufficient link exists between a claim and an obligation primarily if the obligations of the obligor and the obligee arise from the same legal relationship, a prior regular relationship between the obligor and the obligee or from another sufficient economic or temporal relationship.

 (2) An obligor does not have the right to withhold performance on the bases specified in subsection (1) of this section if:
 1) satisfaction of the obligor's claim against the obligee is impossible;
 2) the obligee has failed to perform due to circumstances dependent on the obligor, including where performance has been impeded by a delay in acceptance by the obligor;
 3) the claim of the obligee arises from the obligation of the obligor to provide maintenance to the obligee;
 4) the claim of the obligee against the obligor arises from the obligation to compensate for damage resulting from health damage or from damage caused by death;
 5) pursuant to law, the claim cannot be subject to a claim for payment.

 (3) The right of an obligor to withhold performance terminates when the obligee performs or secures the performance of the obligee's obligation.

 (4) If the claim of an obligor against the obligee has expired, the obligor may withhold performance if the right to withhold performance arose before the expiry of the limitation period.

 (5) If the obligee requires performance of an obligation by the obligor in court and the obligor withholds performance on the basis of this section, the court shall make a judgment whereby it orders the obligor to comply with the judgment only if the obligee has performed his or her obligation with respect to the obligor or acceptance of the performance by the obligor is delayed.
[RT I 2008, 59, 330 – entry into force 01.01.2009]

§ 111.  Withholding performance in case of mutual contract

 (1) If the parties have mutual obligations arising from a contract (mutual contract), a party may withhold performance until the other party has performed, offered to perform, secured or confirmed the performance.

 (2) If an obligation is to be performed for the benefit of several persons, the obligated party may, in the case specified in subsection (1) of this section, withhold performance for the benefit of all such persons until the obligation due for the benefit of the obligated party has been performed in full.

 (3) A party shall not withhold performance if this would be unreasonable in the circumstances or contrary to the principle of good faith, in particular if the other party has performed the obligations thereof for the most part or without significant deficiencies.

 (4) A party required to perform an obligation before performance by the other party may withhold performance of the contract if circumstances which become evident to the party after the entry into the contract give sufficient reason to believe that the other party will not be able to perform the obligation thereof due to insolvency, or if the other party's conduct in preparing for performance or during performance or any other good reason gives reason to believe that the party will not perform the obligation thereof.

 (5) In the case specified in subsection (4) of this section, the party entitled to withhold performance may require the other party to perform the obligation thereof at the same time as the first party and may set a reasonable term for the performance of the obligation, for confirmation of the performance or for the provision of security. If the other party fails to perform or to secure or confirm performance of the obligation during the term, the party entitled to withhold performance may withdraw from the contract pursuant to the provisions of § 117 of this Act.

 (6) If a party who is to perform before performance by the other party has sufficient reason to believe that the other party's performance will be partial or in any other manner defective, the first party may withhold performance on the bases provided for in subsection (4) of this section only if it can be presumed that there will be a fundamental breach of the contract by the other party.

 (7) If the obligee requires performance of an obligation by the obligor in court and the obligor withholds performance on the basis of subsection (1) or (4) of this section, the provisions of subsection 110 (5) shall be applied. Upon withholding the performance of a contract on the basis of subsection (4) of this section, the court may require the obligor to perform his or her obligation only against security.
[RT I 2008, 59, 330 – entry into force 01.01.2009]

§ 112.  Reduction of price

 (1) If a party accepts defective performance, the party may reduce the price payable by the party by the proportion of the ratio of the value of defective performance to the value of conforming performance. The values of conforming and defective performances shall be determined as at the time of performance of the obligation. If the values of conforming and defective performances cannot be precisely determined, a court shall decide the values taking into account the circumstances.

 (2) In order to reduce a price, a corresponding declaration shall be made to the other party. If several persons participate in a contract as one party, the price may be reduced only jointly by all persons acting as one party and with regard to all persons. If the right to reduce the price terminates for one entitled person, it shall also terminate for the other persons acting as one party with the entitled person.

 (3) A party which is entitled to reduce the price but has already paid a sum exceeding the reduced price may, in the case of a price reduction, claim a refund of the sum paid in excess pursuant to the provisions of subsections 189 (1) and 191 (1) of this Act.

 (4) A price may also be reduced before the obligation of the other party falls due under the same conditions as provided for in § 117 of this Act for withdrawal from a contract before an obligation falls due.

 (5) A party shall not reduce the price to the extent to which the other party cured the non-performance of the other party's obligation.

§ 113.  Penalty for late payment

 (1) Upon a delay in the performance of a monetary obligation, the obligee may require the obligor to pay interest on the delay (penalty for late payment) for the period as of the time the obligation falls due until conforming performance is rendered. The interest rate specified in § 94 of this Act plus eight per cent per year shall be the rate of penalty for late payment. If a contract prescribes payment of interest exceeding the rate provided by law, the interest rate prescribed by the contract shall be the rate of penalty for late payment.
[RT I, 05.04.2013, 1 – entry into force 15.04.2013]

 (2) If the time for performance of a monetary obligation is not set, including in the case of claims for the compensation of damage or for delivery of the object of unjust enrichment or for delivery arising from withdrawal, the penalty for late payment on the money owed shall be calculated as of the time when the obligee informed the obligor of the claim or filed an action to collect the money or a petition for application of expedited procedure in the matter of payment order. If the date of making the payment of the charge is not set in the case of a mutual contract, the penalty for late payment shall be calculated on the charge as of the expiry of the term provided for in subsection 82¹ (1) of this Act.
[RT I, 06.12.2010, 1 – entry into force 05.04.2011]

 (3) If a person is to be compensated for expenses incurred by the person, payment of a penalty for late payment on such expenses may be required as of the time the expenses were incurred. If expenses are related to a thing to be delivered to a person who is required to compensate for such expenses, the person is not required to pay a penalty for late payment for the time for which the person entitled to receive compensation retains the fruits of the thing or other benefit arising therefrom.

 (4) An obligor is not required to pay a penalty for late payment for the time the obligor is unable to perform the obligation thereof due to a delay in acceptance by the obligee or for the time the obligor legitimately withholds performance of the obligation.

 (5) If the damage caused by a delay in performance exceeds the penalty for late payment, compensation for the sum which exceeds the penalty for late payment may be claimed if a claim for compensation for damage exists.
[RT I, 11.03.2015, 1 – entry into force 01.10.2015]

 (6) A penalty for late payment shall not be charged for a delay in the payment of interest, including penalty for late payment, or other charge for use of money. Agreements which derogate from such requirement to the detriment of the obligor are void.
[RT I, 11.03.2015, 1 – entry into force 01.10.2015]

 (7) The provisions of subsection (6) of this section shall not preclude or restrict the right of the obligee to claim compensation for damage caused by a delay in the payment of interest, including penalty for late payment and other charge for use of money.
[RT I, 11.03.2015, 1 – entry into force 01.10.2015]

 (8) A person required to pay a penalty for late payment may claim for a reduction of the fine pursuant to the provisions of § 162 of this Act.
[RT I 2005, 39, 308 – entry into force 01.01.2006]

 (9) An obligor engaged in economic or professional activities may not rely on an agreement which restricts the right to claim penalty for late payment provided for in subsection (1) of this section, if this agreement is grossly unfair with regard to the obligee due to the circumstances.
[RT I, 05.04.2013, 1 – entry into force 15.04.2013]

 (10) An agreement which precludes charging of penalty for late payment from a person engaged in economic or professional activities or pursuant to which the person specified in subsection 5 (2) of the Public Procurement Act is obliged to pay penalty for late payment at a rate lower than that provided for in subsection (1) of this section shall be void.
[RT I, 01.07.2017, 1 – entry into force 01.09.2017]

§ 113¹.  Compensation for collection costs by persons engaged in economic or professional activities

  [RT I, 11.03.2015, 1 – entry into force 01.10.2015]

 (1) If an obligee may charge penalty for late payment, the obligee may require the obligor to pay compensation for collection costs in the amount of 40 euros.

 (2) If the damage caused by a delay in performance of an obligation exceeds the rate of the compensation provided for in subsection (1) of this section, the obligee may claim penalty for late payment and compensation for damage which exceeds the determined sum of the collection costs, if a claim for compensation for damage exists.

 (3) An obligor may not rely on an agreement which precludes compensation for collection costs or which restricts the right of claim of compensation for collections costs provided for in subsection (1) of this section if such agreement is grossly unfair with regard to the obligee due to the circumstances. It is presumed in the case compensation for collection costs is precluded that this is grossly unfair with regard to the obligee.

 (4) This section does not apply to an obligor who is a consumer.
[RT I, 05.04.2013, 1 – entry into force 15.04.2013]

§ 113².  Compensation for collection costs by consumers

 (1) During the term of a contract, an obligee engaged in economic or professional activities may require that a consumer compensate for debt collection costs relating to only one reminder letter sent per each obligation fallen due in the amount of up to 5 euros. The compensation of the collection costs referred to in the preceding sentence shall increase in respect of any solidary obligor or person who provided security by 5 euros. An obligee is entitled to the compensation specified in this subsection only in the case the obligee has first sent at least one free reminder to the consumer.

 (2) After the termination of a contract, an obligee engaged in economic or professional activities may require from a consumer, on the basis of the contract entered into with the consumer, and additionally per each solidary obligor or person who provided security:
 1) compensation for collection costs in the total amount of up to 30 euros, and up to 15 euros may be demanded for the first reminder sent to the consumer for a fee and 5 euros each for two subsequent letters, if the claim of the obligee amounts to up to 500 euros;
 2) compensation for collection costs in the total amount of up to 40 euros, and up to 20 euros may be demanded for the first reminder sent to the consumer for a fee and 5 euros each for two subsequent letters, if the claim of the obligee is more than 500 euros and up to 1000 euros;
 3) compensation for collection costs in the total amount of up to 50 euros, and up to 25 euros may be demanded for the first reminder sent to the consumer for a fee and 5 euros each for two subsequent letters, if the claim of the obligee is more than 1000 euros.

 (3) After the termination of a contract, an obligee engaged in economic or professional activities may send the first reminder letter for a fee at the earliest when seven days have passed from the termination of the contract. The obligee may send the second and the third letter for a fee at the earliest seven days after sending of the preceding letter.

 (4) If the amount of loss relating to collection of a debt due to delay in performance of an obligation exceeds the compensation limit provided for in subsections (1) and (2) of this section, including in the case provided for in § 48 of the Enforcement Agents Act, an obligee may demand compensation for any loss in excess of the penalty for late payment and compensation limit of collection costs only in exceptional cases, in particular if the collection activities were extremely complicated.

 (5) A consumer required to pay compensation for collection costs may claim reduction thereof pursuant to the provisions of § 162 of this Act. Upon reduction of the compensation for collection costs, any extra-judicial objections of the consumer to the claims or earlier recognition of the claim shall be taken inter alia into consideration.

 (6) Agreements which derogate from the provisions of this section to the detriment of the consumer are void.
[RT I, 11.03.2015, 1 – entry into force 01.10.2015]

§ 114.  Additional term for performance

 (1) In the case of non-performance of an obligation by an obligor, the obligee may grant a reasonable additional term for the obligor to perform the obligation. If the obligee requires performance of an obligation but does not grant an additional term therefor, a reasonable additional term shall be presumed to have been granted. If the obligee grants an unreasonably short additional term for performance, the term shall be extended to a reasonable length.

 (2) The grant of an additional term shall not release the obligor from liability for non-performance.

 (3) If an additional term is granted in the case of non-performance of a contractual obligation, the obligee may withhold performance of the obligations thereof during the term, claim compensation for damage caused by the non-performance and claim payment of a penalty for late payment but shall not resort to any other legal remedies.

 (4) If an obligor gives notice that the obligor will not perform an obligation or if the obligor fails to render a conforming performance during an additional term, the obligee may, after receipt of such notice or upon expiry of the term, resort to other legal remedies, including claiming compensation for damage in lieu of performance, withdrawing from the contract or cancelling the contract.

§ 115.  Compensation for damage

 (1) In the case of non-performance of an obligation by an obligor, the obligee may together with or in lieu of performance claim compensation for damage caused by the non-performance from the obligor except in cases where the obligor is not liable for the non-performance or the damage is not subject to compensation for any other reason provided by law.

 (2) compensation for damage in lieu of performance may be required upon the expiry of the additional term provided for in § 114 of this Act. If performance of an obligation involves return of a particular object, compensation for damage in lieu of performance may be required only if the obligee has lost interest in the return of the object due to the delay.

 (3) compensation for damage in lieu of performance may also be required without granting an additional term if it is evident that the grant of the additional term would not have any effect or, in the cases specified in clauses 116 (2) 1)-4) of this Act or under the circumstances, if immediate compensation for the damage is reasonable for any other reason.

 (4) If an obligor performs an obligation in part, the obligee may claim compensation for damage in lieu of full performance only if the obligee does not have a reasonable interest in partial performance. In such case, that which was delivered as partial performance shall be returned pursuant to the provisions of §§ 189-191 of this Act.

 (5) [Repealed – RT I 2003, 78, 523 – entry into force 27.12.2003]

§ 116.  Withdrawal and cancellation as legal remedies

 (1) A party may withdraw from the contract in the case of fundamental non-performance of a contractual obligation by the other party (fundamental breach of contract).

 (2) A breach of contract is fundamental if:
 1) non-performance of an obligation substantially deprives the injured party of what the party was entitled to expect under the contract, except in cases where the other party did not foresee such consequences of the non-performance and a reasonable person of the same kind as the other party could not have foreseen such consequences under the same circumstances;
 2) pursuant to the contract, strict compliance with the obligation which has not been performed is the precondition for the other party's continued interest in the performance of the contract;
 3) non-performance of an obligation was intentional or due to gross negligence;
 4) non-performance of an obligation gives the injured party reasonable reason to believe that the party cannot rely on the other party's future performance;
 5) the other party fails to perform any obligation thereof during an additional term for performance specified in § 114 of this Act or gives notice that the party will not perform the obligation during such term.

 (3) If contractual obligations are to be performed in parts and fundamental breach of contract is committed only with regard to one obligation or some obligations or one part or some parts thereof, the injured party may withdraw from the contract only with regard to such obligation or part of an obligation. In such case, the injured party may withdraw from the entire contract only if the party is justifiably not interested in partial performance or if the non-performance is fundamental with regard to the contract as a whole.

 (4) Withdrawal from a contract without granting an additional term for performance specified in § 114 of this Act is prohibited if the damage suffered by the non-performing party in the case of the withdrawal would be disproportionate in relation to the expenses incurred in the performance or preparation for the performance of the obligation. However, withdrawal from a contract without granting an additional term is permitted in the case of non-performance of an obligation specified in clause (2) 2) of this section or if the other party gives notice that the party will not perform the obligation thereof.

 (5) Upon granting an additional term specified in § 114 of this Act, the injured party may prescribe withdrawal from the contract on the occasion where the other party fails to perform the other party's obligation during the additional term. The injured party shall not withdraw from the contract in such manner if the obligation which the non-performing party fails to perform during the additional term is only a minor part of the non-performing party's contractual obligations.

 (6) In the case of a fundamental breach of a long-term contract, the injured party may cancel the contract pursuant to the provisions of § 196 of this Act.
[RT I 2003, 78, 523 – entry into force 27.12.2003]

§ 117.  Withdrawal before obligation falls due

 (1) If it is evident before the obligation of a party falls due that such party will commit a fundamental breach of the contract, primarily if the party gives notice that the party does not intend to perform the contract, the other party may withdraw from the contract before the obligation falls due.

 (2) A party which intends to withdraw from the contract before an obligation falls due shall give notice of such intention to the other party in order to give the other party an opportunity to secure or confirm the performance of the obligation. The party which intends to withdraw may withhold performance of the obligations thereof until security or confirmation is received. If the performance is not secured or confirmed during a reasonable period after notice of the intention to withdraw is given, the party which gave notice of the intention thereof may withdraw from the contract.

 (3) Notice to the other party of an intention to withdraw from a contract need not be given if the other party has given notice that the party will not perform the obligation thereof.

§ 118.  Prohibition on withdrawal

 (1) A party entitled to withdraw from a contract loses the right to withdraw if the party does not a make a declaration of withdrawal within a reasonable period of time after:
 1) the party becomes or should have become aware of a fundamental breach of the contract;
 2) the additional term for performance granted pursuant to § 114 of this Act expires.

 (2) Withdrawal from a contract due to a breach of the contract is void if the claim for the performance of the obligation has expired and the obligor relies on such claim or if the obligor legitimately refuses to perform the obligation.
[RT I 2003, 78, 523 – entry into force 27.12.2003]

Chapter 6 IMPEDIMENTS TO PERFORMANCE OF OBLIGATION  

§ 119.  Definition and consequences of delay in acceptance

 (1) Acceptance by an obligee is delayed if the obligor cannot perform the obligation thereof due to circumstances dependent on the obligee, in particular if the obligee unjustifiably refuses to accept a conforming performance actually offered to the obligee or to perform an obligation which is the precondition for performance by the obligor or to perform any other act necessary for performance by the obligor or to co-operate with the obligor.

 (2) In the case of a delay in acceptance by an obligee, the obligor shall be liable for non-performance of the obligation thereof only if the obligor causes such non-performance intentionally or due to gross negligence.

§ 120.  Deposit of money, securities, other documents and valuables

 (1) If an obligee delays acceptance or if the obligor does not know and does not have to know the identity of the obligee, the obligor may deposit the money, securities, other documents or valuables owed with a notary for the purposes of transfer to the obligee. The procedure for depositing shall be established by the minister responsible for the area.

 (2) An obligor may deposit money, securities, other documents or valuables owed at the place of performance of the obligation. If the obligor deposits such objects at another place, the obligor shall compensate the obligee for any expenses and damage arising therefrom.

 (3) An obligor shall give immediate notice of a deposit to the obligee or the person presenting himself or herself as the obligee.

 (4) If an obligor and an obligee are required to perform their obligations simultaneously, the obligor may make the transfer of deposited property to the obligee conditional on the performance of the obligation of the obligee.

 (5) The person with whom property is deposited may refuse to transfer the deposited property to the obligee if the obligee does not pay all of the person's expenses relating to the deposit. After the deposited property has been transferred, the person with whom the property was deposited shall refund the sums paid by the obligor for depositing regardless of whether the obligee has paid the expenses relating to the deposit. If an obligor reclaims the deposited property, the obligor shall bear the expenses relating to the deposit.

§ 121.  Reclamation of deposited property

 (1) An obligor may reclaim deposited property from the depositary only if, upon depositing the property, the obligor notifies the depositary of the intention to retain the right to reclaim the property (right of reclamation of deposited property).

 (2) The right of reclamation of deposited property extinguishes if:
 1) the obligor gives notice to the depositary that the obligor waives the right to reclaim the property;
 2) the obligee gives notice to the depositary that the obligee will accept the deposited property;
 3) a court decision which has entered into force or is subject to immediate enforcement and which recognises the right of the obligee to the deposited property is presented to the depositary;
[RT I 2008, 59, 330 – entry into force 01.01.2009]
 4) a court declares the bankruptcy of the obligor.

 (3) A right of reclamation of deposited property shall not be subject to a claim nor seized.

 (4) If an obligor reclaims deposited property, the property is deemed not to have been deposited and the claim against the obligor is restored together with all rights arising from accessory obligations.

§ 122.  Legal consequences of deposit

 (1) If property is deposited without the obligor having the right of reclamation, it is deemed that by depositing the property the obligor has performed the obligation at the time of the deposit. If the obligor has retained the right to reclaim the deposited property, the obligation is deemed to have been performed upon expiry of the right of reclamation.

 (2) If property is deposited with the right of reclamation, the obligor may set up a defence against an obligee's claim concerning performance of the obligation, indicating that the obligor has deposited the money, securities, documents or valuables owed under the obligation. In such case, the obligee shall not require performance of the obligation in any other manner than out of the deposited property.

 (3) During the period for which property is deposited with the right of reclamation, the risk of accidental loss of or damage to the property shall be borne by the obligee. The obligor is not required to pay interest for the period of the deposit nor compensate the obligee for loss of profit incurred during such period.

 (4) The right of an obligee to receive deposited property extinguishes when seven years have passed from receipt of the notice of the deposit if, within that term, the obligee fails to give notice to the depositary of the intention to accept the deposited property. If the term has expired and the obligee has not given notice of the intention to accept the deposited property, the obligor may reclaim the deposited property even if the obligor has not retained the right of reclamation.

 (5) The claim of an obligee against an obligor expires upon expiry of the term specified in subsection (4) of this section unless the claim has expired earlier.

§ 123.  Declaration for receipt of deposited property

  If a declaration from an obligor certifying the right of the obligee to receive deposited property is necessary for the receipt of the property, the obligee may require the obligor to issue the declaration under the same conditions as the obligee could require performance of the obligation if the property were not deposited. If an action filed by the obligee is satisfied, the obligor is deemed to have granted consent upon the entry into force of the judgment.

§ 124.  Depositing other things

 (1) In the case specified in subsection 120 (1) of this Act, an obligor may deposit movables other than money, securities, other documents or valuables with a reasonably chosen third party whose economic activities include the deposit of movables of the corresponding type, unless such deposits involve unreasonably high costs.

 (2) The provisions of subsections 120 (2)-(5) and §§ 121-123 of this Act apply as appropriate upon depositing movables specified in subsection (1) of this section.

§ 125.  Sale of moveable owed

 (1) In the case specified in subsection 120 (1) of this Act and in the case where a movable cannot be transferred to the obligee for reasons independent of the obligor, the obligor may, instead of depositing the movable, sell the movable in a reasonable manner if:
 1) the movable cannot be deposited due to its nature or because there is no reasonable opportunity to deposit the thing;
 2) the movable is highly perishable;
 3) the preservation or storage of the movable would involve unreasonable costs;
 4) the period of deposit may be of unpredictable length because the obligor does not know and does not have to know the identity of the obligee.

 (2) A movable may be sold at the place of performance of the obligation. If a reasonable result cannot be expected at the place of performance, the movable may be sold in another place suitable therefor.

 (3) An obligor shall sell a movable if sale is clearly in the interests of the obligee or if the obligee gives notice that the obligee requires the movable to be sold.

 (4) A movable shall be sold by auction. If the movable is highly perishable or has a current exchange or market price or if the price which could be expected at an auction would be unreasonably low in comparison to the costs of the auction, the obligor may sell the movable in some other reasonable manner.

 (5) Within a reasonable period before the intended sale of a movable, the obligor shall give notice to the obligee of the intention to sell the movable. Notice need not be given if the movable is highly perishable or if notification is impossible.

 (6) Notice need not be given if the movable is highly perishable or if notification is impossible. The remainder of the money shall be paid to the obligee by the obligor.

 (7) Upon the sale of a movable, the obligee shall retain the rights arising from defective performance.

§ 126.  Performance by third party

  The provisions of this Chapter concerning the rights and obligations of obligors apply also to third parties who perform an obligation in order to avoid compulsory execution with regard to an object belonging to the obligor which is in the lawful possession of the third party or with regard to which the third party has some other right and such right or possession would terminate in the case of compulsory execution.

Chapter 7 COMPENSATION FOR DAMAGE  

§ 127.  Purpose and extent of compensation for damage

 (1) The purpose of compensation for damage is to place the aggrieved person in a situation as near as possible to that in which the person would have been if the circumstances which are the basis for the compensation obligation had not occurred.

 (2) Damage shall not be compensated for to the extent that prevention of damage was not the purpose of the obligation or provision due to the non-performance of which the compensation obligation arose.

 (3) A non-conforming party shall only compensate for such damage which the party foresaw or should have foreseen as a possible consequence of non-performance at the time of entering into the contract unless the damage is caused intentionally or due to gross negligence.

 (4) A person shall compensate for damage only if the circumstances on which the liability of the person is based and the damage caused are related in such a manner that the damage is a consequence of the circumstances (causation).

 (5) Any gain received by the injured party as a result of the damage caused, particularly the costs avoided by the injured party, shall be deducted from the compensation for the damage unless deduction is contrary to the purpose of the compensation.

 (6) If damage is established but the exact extent of the damage cannot be established, including in the event of non-patrimonial damage or future damage, the amount of compensation shall be determined by the court. If compensation for damage is claimed due to violation of copyright or related rights or violation of industrial property right, the court may, if this is reasonable, determine compensation for the damage as a fixed amount, taking account, inter alia, the amount of fee the violator should have paid if he or she had obtained authorisation for the use of the relevant right.
[RT I 2005, 39, 308 – entry into force 01.01.2006]

 (7) [Repealed – RT I 2008, 59, 330 – entry into force 01.01.2009]

§ 128.  Types of damage subject to compensation

 (1) Damage subject to compensation may be patrimonial or non-patrimonial.

 (2) Patrimonial damage includes, primarily, direct patrimonial damage and loss of profit.

 (3) Direct patrimonial damage includes, primarily, the value of the lost or destroyed property or the decrease in the value of property due to deterioration even if such decrease occurs in the future, and reasonable expenses which have been incurred or will be incurred in the future due to the damage, including reasonable expenses relating to prevention or reduction of damage and receipt of compensation, including expenses relating to establishment of the damage and submission of claims relating to compensation for the damage.

 (4) Loss of profit is loss of the gain which a person would have been likely to receive in the circumstances, in particular as a result of the preparations made by the person, if the circumstances on which compensation for damage is based would not have occurred. Loss of profit may also include the loss of an opportunity to receive gain.

 (5) Non-patrimonial damage involves primarily the physical and emotional distress and suffering caused to the aggrieved person.

§ 129.  Compensation for patrimonial damage upon causing death

 (1) In the case of an obligation to compensate for the damage arising from the death of a person, the obligated person shall compensate for the expenses arising from the death of the deceased person, in particular for reasonable funeral expenses, reasonable medical expenses relating to the health damage or bodily injury which caused the death of the person, and the damage arising from the aggrieved person's interim incapacity for work.

 (2) Compensation for funeral expenses shall be paid to the person who is obligated to bear the expenses. If funeral expenses are borne by another person, compensation for the expenses shall be paid to the other person.

 (3) If a person whose death is caused bears, at the time of his or her death, an obligation arising from law to maintain another person, the person obligated to compensate for the damage shall pay the person reasonable monetary compensation corresponding to the maintenance payments which the deceased person would have paid to the person during the deceased person's presumed life-span.

 (4) A person obligated to compensate for damage shall also pay compensation to a third party on the basis and to the extent specified in subsection (3) of this section if the obligation to maintain such person would have arisen pursuant to law in the future and during the presumed life-span of the deceased.

 (5) A person obligated to compensate for damage shall also bear the obligation provided for in subsections (3) and (4) of this section with regard to a person who, by the time of the death of the deceased person, had been conceived but not yet born.

 (6) If a person whose death is caused maintained, on a continuous basis up to the death of the person, another person with whom the deceased lived together as a family or whom the deceased person maintained on the basis of a moral obligation, the person obligated to compensate for the damage shall pay compensation to the person to the extent specified in subsection (3) of this section if:
 1) the person needs maintenance, and
 2) the person cannot receive maintenance in any other manner, and
 3) the person whose death was caused would presumably have continued to maintain the person in the future.

 (7) A person obligated to compensate for damage may set up the same defences against claims for compensation for damage by persons specified in subsections (2)-(6) of this section as the person could have set up against the person whose death the obligated person caused.

§ 130.  Compensation for damage in case of health damage or bodily injury

 (1) In the case of an obligation to compensate for damage arising from health damage or bodily injury caused to a person, the obligated person shall compensate the aggrieved person for expenses arising from such damage or injury, including expenses arising from the increased needs of the aggrieved person, and damage arising from total or partial incapacity to work, including damage arising from a decrease in income or deterioration of the future economic potential of the aggrieved person.

 (2) [Repealed – RT I, 21.12.2010, 1 – entry into force 31.12.2010]

§ 131.  Compensation for patrimonial damage in case of deprivation of liberty or violation of personality rights

  In the case of an obligation to compensate for damage caused by unlawfully depriving a person of liberty, by defamation or by violation of any other personality right, the obligated person shall compensate the aggrieved person for the expenses caused to the person and for damage arising from a decrease in income or deterioration of the future economic potential of the aggrieved person.

§ 132.  Compensation for damage in case of destruction, loss of or damage to thing

 (1) In the case of an obligation to compensate for damage arising from destruction or loss of a thing, compensation shall be paid in an amount covering the reasonable expenses made to acquire a new thing of equal value. If by the time of the destruction or loss of a thing the value of the thing has considerably decreased in comparison to the value of an equivalent new thing, the decrease shall be taken into account in a reasonable manner when determining the amount of compensation for the damage.

 (2) If acquisition of a new thing of equal value is not possible, the value of the thing which was destroyed or lost shall be compensated for.

 (3) If damage is caused to a thing, compensation for the damage shall cover, in particular, the reasonable costs of repairing the thing and the potential decrease in the value of the thing. If repairing the thing is unreasonably expensive in comparison to the value of the thing, compensation shall be paid pursuant to subsection (1) of this section.

 (4) If a thing damaged was necessary or useful for the aggrieved person, in particular, for the person's economic or professional activities or work, compensation for the damage shall also cover the costs of using a thing of equal value during the time in which the damaged thing is being repaired or a new thing is being acquired. If the person does not use a thing of equal value, the person may claim compensation for loss of the advantages of use which the person could have benefited from during the time in which the thing is repaired or a new thing is being acquired.
[RT I 2003, 78, 523 – entry into force 27.12.2003]

§ 133.  Compensation for damage caused by environmentally hazardous activities

 (1) If damage is caused by environmentally hazardous activities, damage related to deterioration in environmental quality shall also be compensated for in addition to the damage caused to persons or the property thereof. Expenses relating to preventing an increase in the damage and to applying reasonable measures for mitigating the consequences of the damage, and the damage arising from the application of such measures shall also be compensated for.

 (2) Damage and expenses specified in subsection (1) of this section shall be compensated for to the extent and pursuant to the procedure provided by law.

§ 134.  Specifications for compensation for non-patrimonial damage

 (1) Compensation for non-patrimonial damage arising from non-performance of a contractual obligation may only be claimed if the purpose of the obligation was to pursue a non-patrimonial interest and, under the circumstances relating to entry into the contract or to the non-performance, the obligor was aware or should have been aware that non-performance could cause non-patrimonial damage.

 (2) In the case of an obligation to compensate for damage arising from depriving a person of liberty, causing bodily injuries to or damage to the health of a person or violation of other personality rights, including defamation of a person, the aggrieved person shall be paid a reasonable amount of money as compensation for non-patrimonial damage.
[RT I, 21.12.2010, 1 – entry into force 31.12.2010]

 (3) In the case of an obligation to compensate for damage arising from the death of a person or a serious bodily injury or health damage caused to the person, the persons close to the deceased or the aggrieved person may also claim compensation for non-patrimonial damage if payment of such compensation is justified by exceptional circumstances.

 (4) In the case of destruction or loss of a thing, the aggrieved person has, taking into account exceptional circumstances, the right to claim a reasonable amount of money as compensation for non-patrimonial damage in addition to compensation for patrimonial damage regardless of the usefulness of the thing if the person had a special interest in the destroyed or lost thing primarily for personal reasons.

 (5) The gravity and scope of the violation and the conduct and attitude of the person who caused damage to the aggrieved person after the violation shall be taken into account for the purposes of determining the compensation for non-patrimonial damage.
[RT I, 21.12.2010, 1 – entry into force 31.12.2010]

 (6) In addition to the provisions of subsections (5), the court may, upon determining the compensation for non-patrimonial damage for defamation of a person, inter alia by passing undue value judgement or by disclosure of incorrect information, for unjustified use of the name or image of the person, or for breaching the inviolability of the private life or other similar personality rights of the person, take into consideration the need to exert influence upon the person who caused the damage to avoid causing further damage, taking into account the financial situation of the person who caused the damage.
[RT I, 21.12.2010, 1 – entry into force 31.12.2010]

§ 135.  Offsetting price differences

 (1) If, after withdrawing from a contract, an injured party concludes a transaction within a reasonable time and in a reasonable manner with which the injured party achieves the same purpose which was to be achieved by the contract from which the party withdrew (substitute transaction), the injured party may claim for the non-conforming party to offset the difference between the contractual price and the price arising from the substitute transaction as compensation for damage.

 (2) If an injured party withdraws from a contract, the party may claim for the difference between the contractual price and the current market price of the contractual obligation of the non-conforming party at the time of withdrawal from the contract to be offset as compensation for damage if there is a market price for the object of the contractual obligation at the place of performance or at any other place which appears reasonable to take as a reference, even if the injured party does not perform a substitute transaction.

 (3) The provisions of subsections (1) and (2) of this section shall not preclude or restrict the right to make a claim for compensation for damage exceeding the price difference.

§ 136.  Manner of compensation for damage

 (1) Damage shall be compensated for in a lump sum unless the nature of the damage makes it reasonable to pay the compensation in instalments.

 (2) In the event that death, a bodily injury or health damage is caused, the damage shall be compensated for in money and in instalments unless the nature of the damage makes it reasonable for the compensation to be paid as a lump sum.

 (3) If damage is to be compensated for in instalments, payments shall be made in advance for each three month period unless otherwise decided by a court taking into account the circumstances. If the person entitled to receive compensation dies before the end of the period for which an instalment is or should have been paid, the obligation to pay compensation for such period remains in effect.

 (4) If a court orders an obligor to pay compensation in instalments, the court may alter the period and amount of the instalments on the application of either party if, after the judgment is made, circumstances become evident which are relevant to the determination of the period and amount of the instalments and the occurrence of which was not taken into account in the determination of the instalments. The court may prescribe indexation of instalments or alteration thereof in any other way already upon order of payment of instalments if this is clearly reasonable.
[RT I 2008, 59, 330 – entry into force 01.01.2009]

 (5) In the cases provided by law or a contract and in other cases where this is reasonable under the circumstances, the aggrieved person may claim compensation for damage in a manner other than monetary compensation.

§ 137.  Compensation for damage paid by several persons

 (1) If several persons are liable, on the same or different grounds, to a third party for the same damage caused to the third party, they shall be jointly and severally liable for payment of compensation.

 (2) In relations between the persons specified in subsection (1) of this section, liability shall be divided taking into account all circumstances, in particular the gravity of the non-performance or the unlawful character of other conduct and the degree of risk borne by each person.

 (3) If one of the persons obligated to compensate for damage has the right to set up defences which would preclude or restrict the person's liability to the person requiring the compensation, the claim for compensation against other obligors shall be reduced to the extent of the share of the obligation which the person entitled to set up the defences bears in relations between the persons obligated to compensate for the damage.

§ 138.  Common liability for damage

 (1) If several persons may be liable for damage caused and it has been established that any of the persons could have caused the damage, compensation for the damage may be claimed from all such persons.

 (2) A person obligated to compensate for damage shall be released from liability if the person proves that the damage was not caused thereby.

 (3) In the case specified in subsection (1) of this section, compensation for damage may be claimed from each person to an extent in proportion to the probability that the damage was caused by the person concerned.

§ 139.  Damage due in part to aggrieved person

 (1) If damage is caused in part by circumstances dependent on the injured party or due to a risk borne by the injured party, the amount of compensation for the damage shall be reduced to the extent that such circumstances or risk contributed to the damage.

 (2) The provisions of subsection (1) of this section also apply if the aggrieved person failed to draw the attention of the person causing the damage to an unusually high risk of damage or to prevent the risk of damage or to perform any act which would have reduced the damage caused if the aggrieved person could have reasonably been expected to do so.

 (3) In the event that the death of a person or damage to the health of a person is caused, the compensation for damage may be reduced on the grounds specified in subsection (1) of this section only if the aggrieved person contributed to the damage intentionally or through gross negligence.

 (4) The restriction on reducing compensation for damage provided for in subsection (3) of this section shall not be applied to the extent that the injured party is compensated for the damage by an insurer.

§ 140.  Limits on compensation for damage

 (1) The court may reduce the amount of compensation for damage if compensation in full would be grossly unfair with regard to the obligated person or not reasonably acceptable for any other reason. In such case, all circumstances, in particular the nature of the liability, relationships between the persons and their economic situations, including insurance coverage, shall be taken into account.

 (2) Limits on the extent of the liability of a person who causes damage, or a fixed amount of compensation for damage may be provided by law.

Chapter 8 ACCESSORY OBLIGATIONS  

§ 141.  Accessory obligations

  Accessory obligations are, primarily:
 1) obligations arising from a suretyship or from granting a guarantee;
 2) obligations arising from payment of earnest money;
 3) obligations arising from an agreement on a contractual penalty.

Subchapter 1 Suretyship and Grant of Guarantee  

§ 142.  Definition of suretyship

 (1) Under a contract of suretyship, the surety undertakes to be liable to the obligee of a third party (principal obligor) for the performance of the principal obligor's obligation.

 (2) A conditional obligation may also be secured with a suretyship. A future obligation may be secured with a suretyship only if the obligation is sufficiently defined.

 (3) Suretyship may be of a limited term or amount or related to another condition.

 (4) The validity of a suretyship shall not depend on the relationship between the principal obligor and the surety.

 (5) If a suretyship applies to an obligation against which defences regarding limitation periods may be set up or which may be annulled due to an error of the principal obligor or which is based on a transaction which is invalid due to the restricted active legal capacity of the principal obligor, and if the surety is aware of such circumstances at the time the contract is entered into, the surety shall be liable for the performance of the obligation under the same conditions as in the case of granting a guarantee.

 (6) Agreements derogating from the provisions of this Chapter to the detriment of a surety shall be void unless otherwise provided by law.
[RT I 2002, 53, 336 – entry into force 01.07.2002]

§ 143.  Contract of consumer surety

 (1) A contract of consumer surety is a contract of suretyship where the surety is a natural person.
[RT I, 06.12.2010, 1 – entry into force 05.04.2011]

 (2) A contract of consumer surety is void if the maximum amount of money covered by the liability of the surety is not agreed upon.
[RT I 2003, 78, 523 – entry into force 27.12.2003]

§ 144.  Contract of consumer surety

 (1) An obligee is presumed to consent to a contract of suretyship being entered into.

 (2) In the case of a contract of consumer surety, the application of the surety by which the surety undertakes to assume the obligations arising from the suretyship shall be made in writing.

 (3) A contract of suretyship is valid even upon non-compliance with formal requirements arising from law or a transaction if the surety performs the obligation of the principal obligor arising from the contract.

§ 145.  Liability of surety

 (1) In the case of non-performance, the principal obligor and the surety shall be jointly and severally liable to the obligee unless the contract of suretyship prescribes that the surety is liable only if the claim of the obligee against the principal obligor cannot be satisfied.

 (2) A surety shall be liable for the obligation secured by the suretyship in full. The surety shall also be liable for the consequences arising from non-performance, in particular for payment of penalties for late payment, contractual penalties and compensation for damage, and for compensation for expenses relating to withdrawal from or cancellation of the contract. The surety shall be liable for payment of compensation for costs relating to the collection of the debt from the principal obligor if the surety had been notified of the intention to collect on time and therefore the surety could have avoided the costs.

 (3) If a suretyship pertains to an obligation other than the payment of money, the suretyship is deemed to pertain to the obligation to pay compensation for damage in the case of non-performance of the obligation. In other aspects, the provisions of subsection (2) of this section apply.

 (4) Transactions concluded by a principal obligor after a contract of suretyship is entered into shall not extend the liability of the surety.

 (5) If the activities of an obligee reduce other security which exists at the time a contract of suretyship is entered into and which is given to secure the claim to which the suretyship applies, the liability of the surety shall be reduced by the amount corresponding to the reduction in security unless the obligee proves that the damage incurred by the surety is smaller.

§ 146.  Notification obligation of obligee

 (1) At the request of a surety, the obligee shall provide the surety with information concerning performance of the obligation of the principal obligor.

 (2) In the event of the bankruptcy of a principal obligor, the obligee shall file the claim thereof in a bankruptcy proceeding pursuant to the procedure prescribed in the Bankruptcy Act. Upon receiving notification of a bankruptcy proceeding, the obligee shall immediately inform the surety of the proceeding.

 (3) If an obligee fails to perform the obligations specified in subsections (1) and (2) of this section, the claim of the obligee against the surety shall be reduced by the amount of damage caused to the surety by such non-performance.
[RT I 2005, 39, 308 – entry into force 01.01.2006]

§ 147.  Notice of performance of obligation

 (1) If a surety performs an obligation of the principal obligor in part or in full, the surety shall notify the principal obligor of the performance.

 (2) If a surety fails to notify the principal obligor of the performance of an obligation and the principal obligor performs the same obligation, the surety shall not have a right of recourse against the principal obligor if the principal obligor did not know and did not have to know that the surety has performed the obligation. This shall not preclude nor restrict the right of the surety to make a claim arising from unjustified enrichment against the obligee.

§ 148.  Right of surety to require security or performance

 (1) A surety may require the principal obligor to provide security or, once the obligation has fallen due, to perform the obligation for the benefit of the obligee if:
 1) the principal obligor changes the place of business, residence or seat thereof and this renders the filing of a claim for payment against the obligor more complicated;
 2) the risk borne by the surety has increased significantly due to deterioration of the principal obligor's economic situation, a decrease in the value of an item given as security, or an intentional act or gross negligence on the part of the principal obligor;
 3) the principal obligor fails to perform an obligation arising from a contract entered into with the surety;
 4) the principal obligor fails to perform the obligation thereof in due time.

 (2) A surety may also require the principal obligor to perform an obligation for the benefit of the obligee also if the court has made a judgment by which an action of the obligee against the surety is satisfied.

§ 149.  Defences by surety

 (1) A surety may set up all such defences against a claim of the obligee which could have been set up by the principal obligor, except defences which are directly related to the person of the principal obligor. The surety has the right to set up such defences even if the principal obligor waived the defences.

 (2) A defence which a principal obligor may set up against a claim secured by suretyship shall not be set up by the surety if the purpose of the contract of suretyship is also to provide security to the obligee for the occasion that a defence is set up by the principal obligee. In such case, the surety shall not, above all, set up a defence concerning the limited liability of a successor or a defence concerning termination or reduction of the obligation of the principal obligor in the case of liquidation or bankruptcy proceedings of the obligor or termination of a civil law partnership without legal succession.

 (3) A surety may withhold satisfaction of a claim of the obligee until the end of the term during which the principal obligor may annul the transaction on which the principal obligor's obligation is based or withdraw from the contract. The surety shall retain such right even if the principal obligor may set off the claim arising from the transaction on which the principal obligor's obligation is based.

 (4) [Repealed – RT I 2003, 78, 523 – entry into force 27.12.2003]

 (5) If an obligation subject to suretyship is secured by a right of security established with regard to the property of the principal obligor or if the obligee may exercise a right of security arising from law with regard to the property of the principal obligor, the surety may, until the principal obligor is declared bankrupt, require the obligee to satisfy the claim thereof out of the pledged property to the extent of the pledge.

 (6) If a surety establishes a right of security in order to secure performance of an obligation of the principal obligor, the surety may require suspension of the compulsory execution initiated against the surety until the pledged object is sold.
[RT I 2002, 53, 336 – entry into force 01.07.2002]

§ 150.  Co-sureties

  If one and the same obligation is secured by several persons (co-sureties), such persons shall be jointly and severally liable to the obligee even if they do not undertake the suretyship together.

§ 151.  Performance of obligation by surety

 (1) If a surety performs an obligation in lieu of the principal obligor before the obligation has fallen due, the surety shall not make the claims arising from the suretyship against the principal obligor before the due date for the performance of the obligation of the principal obligor.

 (2) Once the obligation of a principal obligor has fallen due, the surety may perform the obligation in lieu of the principal obligor at any time.

§ 152.  Surety's right of recourse against principal obligor

 (1) If a surety performs an obligation of the principal obligor, the claim of the obligee against the principal obligor transfers to the surety to the extent that the claim is satisfied. Against such claim, the principal obligor may set up all such defences which the principal obligor had against the obligee as well as defences arising from the legal relationship between the principal obligor and the surety. The provisions of § 70 of this Act apply mutatis mutandis to the limitation period for the right of recourse of the surety.

 (2) If a surety performs an obligation without setting up the defences which the principal obligor had against the obligee, the claim of the obligee shall not transfer to the surety to the extent that the liability of the surety would have been reduced as a result of such defences unless the surety proves that the surety was not and did not have to be aware of such defences.

§ 153.  Termination of suretyship

 (1) A suretyship terminates:
 1) upon termination of the obligation secured by the suretyship;
 2) upon a transfer of the obligation unless the surety consents to be liable for the new obligor;
 3) in the case of a suretyship for a specified term, upon the expiry of the term.

 (2) In the case of a contract of consumer surety, the consent specified in clause (1) 2) of this section shall be granted in writing.

 (3) Upon termination of a suretyship for a specified term, it is presumed that the liability of the surety extends to the obligations which arose before the expiry of the term.

 (4) If a situation arises where the principal obligor and the surety are one and the same person, the obligee shall retain the security and other rights arising from the suretyship.

§ 154.  Specifications for termination of contract of consumer surety

 (1) A contract of consumer surety entered into for an unspecified term in order to secure a future obligation may be cancelled by the surety at any time. If such contract is entered into for a specified term, the contract may be cancelled after five years have passed from the contract being entered into.

 (2) Upon cancellation of a contract of consumer surety, the suretyship remains in force with regard to obligations which arose before the cancellation.

§ 155.  Provision of guarantee

 (1) A person engaged in an economic or professional activity (guarantor) may, by a contract, assume an obligation (guarantee) before an obligee, according to which the person undertakes to perform obligations arising from the guarantee on the demand of the obligee.

 (1¹) It is presumed that the obligee consents to the guarantee.

 (2) The obligation of a guarantor before the obligee which arises from the guarantee shall not be affected by the obligation of the obligor secured by the guarantee nor the validity of the obligation even if the guarantee contains a reference to the obligation.

 (3) A guarantor may only set up such defences against the obligee which arise from the guarantee.

 (4) The obligation of a guarantor arising from the guarantee terminates:
 1) when the guarantor has paid the obligee the amount of money for the payment of which the guarantor was obligated pursuant to the guarantee;
 2) upon expiry of the term for which the guarantee is provided;
 3) if the obligee waives the rights arising from the guarantee, including cases where the obligee returns the document on which the guarantee was based to the guarantor.

 (5) If a guarantor performs an obligation arising from the guarantee, the guarantor shall have a right of recourse against the obligor only if such right arises from the relationship between the guarantor and the obligor.
[RT I 2003, 78, 523 – entry into force 27.12.2003]

Subchapter 2 Earnest Money  

§ 156.  Definition of earnest money

 (1) Earnest money is a sum of money given by one party to a contract to the other party to certify that the contract has been entered into and to secure the performance thereof.

 (2) Upon performance of a contract secured with earnest money, it is presumed that the earnest money will be used towards performance of the obligation or, if performance is impossible, that the earnest money will be refunded.

§ 157.  Consequences of non-performance of contract secured with earnest money

 (1) If the non-performance of a contract secured with earnest money is the fault of the party which gave the earnest money, the other party shall retain the earnest money. If the party which receives the earnest money requires compensation for the damage incurred by the party due to non-performance of the contract, the earnest money shall be used towards such compensation.

 (2) If a contract secured with earnest money is not performed for a reason other than the fault of the party which gave the earnest money, the party may require the earnest money to be refunded.

Subchapter 3 Contractual Penalty  

§ 158.  Definition of contractual penalty

 (1) A contractual penalty is an obligation which is prescribed in the contract and under which the party which fails to perform the contract undertakes to pay an amount of money determined by the contract to the injured party.

 (2) The provisions concerning contractual penalties also apply to acts which a non-performing party must perform in the interests of the injured party.

 (3) The provisions of this Subchapter apply mutatis mutandis in cases where the parties have agreed in advance on the amount of the damage to be compensated for by the non-performing party.

§ 159.  Contractual penalty and claim for performance of obligation

 (1) If a contractual penalty is agreed upon for the occasion of non-performance of an obligation, the injured party may claim performance of the obligation in addition to payment of the contractual penalty. Performance of the obligation in addition to payment of a contractual penalty shall not be claimed if the contractual penalty was agreed upon as a substituted performance and not as a measure for achieving performance.

 (2) An injured party loses the right to claim payment of a contractual penalty if the party fails to notify the other party during a reasonable period after becoming aware of the non-performance that the party is claiming payment of the contractual penalty.
[RT I 2003, 78, 523 – entry into force 27.12.2003]

§ 160.  Contractual penalty in case of excused non-performance

  If non-performance of an obligation is excused, payment of a contractual penalty shall not be claimed unless otherwise prescribed by the contract.

§ 161.  Contractual penalty and damage

 (1) In the case of non-performance of a contract, the injured party may claim payment of a contractual penalty regardless of the actual damage.

 (2) If an injured party has the right to claim compensation for damage incurred due to non-performance of the contract, compensation shall be paid to the extent not covered by the contractual penalty.

§ 162.  Reduction of contractual penalty

 (1) If a contractual penalty to be paid is unreasonably high, the court may reduce the penalty to a reasonable amount at the request of the party obligated to pay the penalty, taking into particular account the extent to which the obligation has been performed by the party, the legitimate interests of the other party and the economic situation of the parties.

 (2) Agreements which derogate from the provisions of subsection (1) of this section to the detriment of the party obligated to pay a contractual penalty are void.

 (3) A party obligated to pay a contractual penalty does not have the right to require a reduction of the penalty after the party has paid the penalty.

§ 163.  Contractual penalty if contract is void

  If a contract is void, agreements concerning the payment of contractual penalties are also void.

Chapter 9 TRANSFER OF CLAIMS AND OBLIGATIONS  

Subchapter 1 Transfer of Claims  

§ 164.  Assignment of claim

 (1) An obligee may transfer the claim thereof to another person on the basis of a contract in part or in full regardless of the consent of the obligor (assignment of claim). A claim shall not be assigned if assignment is prohibited by law or if the obligation cannot be performed for the benefit of any other person but the original obligee without altering the content of the obligation.

 (2) Upon assignment of a claim, the new obligee assumes the position of the original obligee.

 (3) If an obligee assigns one and the same claim more than once, the earliest assignment is deemed to be valid.

§ 165.  Assignment of contingent claims and future claims

  Future claims and contingent claims may also be assigned if they are sufficiently defined at the time of the assignment.

§ 166.  Restrictions on assignment

 (1) Claims for maintenance, claims for compensation for damage arising from a bodily injury, health damage or the death of a person and any other claims which cannot be subject to a claim pursuant to law shall not be assigned. Such claims may be assigned if counter-performance of equal economic value is received in exchange for the assignment.

 (2) Agreements concluded between an obligor and an obligee whereby assignment of the claim is precluded or the right to assign the claim is restricted have no effect against third parties.

 (3) The provisions of subsection (2) of this section shall not preclude or restrict the liability arising from agreements entered into between the original obligee and the obligor for violation of the prohibition to preclude or restrict the right to assign the claim. The person to whom the claim is assigned shall not be liable for violation of such agreement.

§ 167.  Transfer of security and other rights

 (1) Security given to secure a claim and rights arising from accessory obligations which are related to the claim, including pre-emptive rights for the occasion of bankruptcy or compulsory execution, which are not inseparably bound to the person assigning the claim and which are transferable shall transfer to the new obligee upon assignment of the claim. The obligation of the person assigning the claim also to transfer the security and the rights arising from accessory obligations which are not related to the claim is presumed.

 (2) Security and rights arising from accessory obligations are related to the claim if the security and the rights extinguish upon termination of the claim secured thereby. Security and rights arising from accessory obligations are not related to the claim if the security and the rights do not extinguish upon termination of the claim secured thereby.

 (3) Upon assignment of a claim, the rights of the original obligee to interest and contractual penalties also transfer to the new obligee.

 (4) Upon assignment of a claim, the right to exercise rights arising from execution documents existing with respect to the claim also transfers to the new obligee.

 (5) If a claim is assigned in part, the original obligee shall retain the pre-emptive right before the new obligee to the satisfaction of the claim to the extent that the claim is not assigned to the new obligee and the pre-emptive right to rights and security arising from accessory obligations.

 (6) Upon transfer of security and rights arising from accessory obligations, the original obligee shall do all that is necessary to enable the new obligee to exercise the rights arising from the security and accessory obligations, including handing over the pledged objects held by the original obligee to the new obligee. Upon transfer of a claim secured by a mortgage or by a registered security over a moveable, the obligee assigning the claim shall provide assistance in registering the transfer of the right of security.

 (7) Upon assignment of a claim for which another claim is assigned or another right is transferred to the obligee as security, it is presumed that they shall be transferred to the new obligee.

 (8) The provisions of this section shall not preclude or restrict the validity of agreements to preclude or restrict the transfer of security which are entered into between an obligee assigning a claim and an obligor or a person providing the security.

§ 168.  Evidence of assignment of claim

 (1) An obligee who assigns a claim shall hand over documents certifying the claim and rights arising from accessory obligations, including execution documents specified in subsection 167 (4) of this Act, to the new obligee and provide the obligee with information necessary for filing the claim. If the original obligee has further use for a document, the new obligee may, in lieu of the document, require a copy of or extract from the document or other performance which would enable the new obligee to exercise the rights thereof.

 (2) At the request of the new obligee, the original obligee shall provide the new obligee with a document certifying the assignment of the claim.

§ 169.  Performance of obligation for benefit of original obligee

 (1) If an obligor performs an obligation for the benefit of an obligee who has assigned the claim and, at the time of performance of the obligation, the obligor is not and does not need to be aware of the assignment of the claim, the obligor is deemed to have performed the obligation for the benefit of the correct person.

 (2) If an obligor concludes a transaction or other act relating to the claim with the obligee after the obligee has assigned the claim but, at the time of performance of the transaction or other act, the obligor is not and does not need to be aware of the assignment of the claim, the transaction or other act is deemed to be valid.

 (3) [Repealed – RT I 2008, 59, 330 – entry into force 01.01.2009]

§ 170.  Notice of assignment

  If an obligee notifies an obligor of assignment of the claim to a new obligee, the assignment is deemed to have occurred in respect of the obligor even if the claim was actually not assigned or the assignment is invalid. The same applies if the obligee has issued a document concerning assignment of the claim and the new obligee submits the document to the obligor.

§ 171.  Defences of obligor against claim of new obligee and set-off against assigned claim

 (1) In addition to defences which an obligor has against the claim of a new obligee, the obligor may set up all such defences which the obligor had against the original obligee at the time of assignment of the claim.

 (2) An obligor shall not set up such defences against a new obligee which arise from non-performance of a contract which precluded or restricted the right of the obligee to assign the claim and the obligor shall not set off the claim on such basis.

 (3) An obligor may also set off a claim against the original obligee against the claim of the new obligee unless:
 1) the obligor has acquired the claim thereof from a third party and, at the time of acquiring the claim, the obligor knew or should have known that the claim against the obligor had been assigned;
 2) the claim of the obligee falls due later than the assigned claim and after the obligor became or should have become aware of the assignment.

§ 172.  Document certifying assignment

  An obligor may withhold performance of an obligation to a new obligee if the original obligee fails to provide the obligor with a document certifying assignment of the claim unless the original obligee has given written notice to the obligor of the assignment of the claim.

§ 173.  Transfer of claim on basis of law

 (1) If a claim transfers from an obligee to another person (acquirer of claim) on the basis of law, the transfer of the claim shall be valid without a declaration of intent from the original obligee.

 (2) The provisions concerning assignment of claims apply to the transfer of a claim on the basis of law.

 (3) A claim transfers on the basis of law:
 1) to a person whose assets are sold in an execution proceeding in order to satisfy a claim against an obligor;
 2) to a person who performs an obligation because satisfaction of the claim against the obligor is secured with the assets of the person;
 3) to a person who performs an obligation in order to avoid compulsory execution in the cases specified in subsection 78 (3) of this Act;
 4) in other cases provided by law.

 (4) In the cases provided for in clauses (3) 1)-3) of this section, the obligation to satisfy the claim shall not transfer to the extent that the obligation is borne by the acquirer of the claim in the legal relationship between the acquirer and the obligor.

 (5) Upon transfer of a claim on the basis of law, the acquirer of the claim acquires the right to the interest and contractual penalties agreed upon only to the extent that such interest or penalties have arisen after the transfer of the claim.

§ 174.  Transfer of other rights

  The provisions of this Subchapter concerning transfer of claims apply mutatis mutandis to the transfer of other rights unless otherwise prescribed by law or the nature of the rights.

Subchapter 2 Transfer of Obligations  

§ 175.  Assumption of obligation

 (1) A third party may assume the obligation of an obligor on the basis of a contract entered into with the obligee whereby the third party assumes the position of the original obligor.

 (2) A third party may also assume the obligation of an obligor on the basis of a contract entered into with the obligor, but the obligation transfers only on the condition that the obligee consents to such transfer.

 (3) If an obligor has entered into a contract with a third party for the assumption of an obligation, the obligor or the third party may make a proposal to the obligee to give notice within the term set by the obligee as to whether the obligee consents to the transfer of the obligation. If the obligee does not grant consent within such term, the obligee is deemed to have refused to grant consent.

 (4) If a third party assumes an obligation on the basis of a contract entered into with the obligor and the obligee has not yet granted consent or refuses such consent, the obligor is deemed to have the right to require timely satisfaction of the obligee's claim from the transferee of the obligation. If the obligee refuses to grant consent to the assumption of the obligation, the obligor may require the transferee of the obligation to secure performance of the contract on the basis of which the obligation is assumed.

 (5) If an obligee has granted advance consent to the assumption of an obligation, the obligation is deemed to have been assumed by entry into the contract for the assumption of the obligation and notification of the obligee of the entry into the contract. An obligee shall not revoke advance consent unless the obligee has reserved the corresponding right upon granting the consent.

 (6) If a person acquires an immovable and, by an agreement with the transferor, assumes the transferor's obligation secured by a mortgage over the immovable, the transferor shall give written notice of the assumption of the obligation to the obligee after the new owner has been entered in the land register. If the obligee does not refuse to grant consent to the assumption of the obligation within three months as of receipt of the notice, the obligee is deemed to have granted consent. After the obligee has granted or refused to grant consent to the assumption of the obligation, the transferor of the immovable shall notify the transferee of the grant or refusal to grant consent.

 (7) [Repealed – RT I 2003, 78, 523 – entry into force 27.12.2003]

 (8) If one and the same obligation transfers to several persons, the persons are presumed to be jointly and severally liable for the performance of the obligation.

§ 176.  Defences of transferee of obligation

 (1) In addition to the defences which the transferee of an obligation has against the obligee, the transferee may set up such defences against the claim of the obligee which arise from the legal relationship between the obligee and the original obligor, except the defences which the original obligor personally has against the obligee. Also, the transferee shall not set off the claim of the original obligor against the claim of the obligee.

 (2) The transferee of an obligation shall not set up such defences against the claim of the obligee which the transferee has against the original obligor pursuant to the legal relationship on which the assumption of the obligation is based.

 (3) If an obligation is assumed with the consent of the obligee on the basis of a contract entered into with the obligor, the transferee of the obligation may set up defences arising from the invalidity of the assumption of the obligation against the obligee only if the obligee was or should have been aware of the reason for such invalidity upon granting the consent.

§ 177.  Accessory obligations and security upon assumption of obligation

 (1) Upon assumption of an obligation, accessory obligations related to the claim shall transfer to the new obligor unless they are of a personal nature or inseparably bound to the person of the original obligor for any other reason. The obligation to pay the interest and contractual penalties agreed upon transfers to the new obligor even if these fall due after the assumption of the obligation.

 (2) Upon assumption of an obligation, the security given for and related to the obligation shall terminate. If security given for the performance of the obligation is not related to the obligation, the security shall be returned to the person who provided the security pursuant to the agreement on the basis of which the security was provided.

 (3) The provisions of subsection (2) of this section do not apply if the person who provided security consents to be liable for the performance of the obligation by the new obligor.

§ 178.  Joining in obligation

 (1) An obligation may also be assumed by a third party joining in the obligation as a new obligor in addition to the original obligor (joining in obligation).

 (2) A third party may enter into an agreement joining in an obligation with the obligee or the obligor.

 (3) If a person joins in an obligation in order to secure the claim of the obligee, the formalities provided for in § 144 of this Act apply mutatis mutandis.

 (4) Joining in an obligation creates solidary obligation. If a person joins in an obligation in order to secure the claim of the obligee, the provisions of §§ 145, 149 and 152 of this Act also apply.

Subchapter 3 Assumption of Contract  

§ 179.  Definition of assumption of contract

 (1) A party to a contract may, with the consent of the other party, transfer the party's rights and obligations arising from the contract to a third party on the basis of a contract entered into with the third party unless otherwise provided by law.

 (2) Upon assumption of a contract, all rights and obligations arising from the contract are deemed to have transferred to the transferee of the contract.

 (3) The provisions of §§ 167, 168, 171, 176 and 177 of this Act apply mutatis mutandis to the assumption of contracts.

Subchapter 4 Transfer of Enterprise  

§ 180.  Transfer of enterprise

 (1) The transferor of an enterprise may undertake to transfer the enterprise to the transferee on the basis of a contract entered into with the transferee. An enterprise may also be transferred to a transferee pursuant to law.

 (2) An enterprise comprises the things, rights and obligations relating to and in the service of the management of the enterprise, including contracts relating to the enterprise.

§ 181.  Restrictions on application

  The provisions of this Subchapter do not apply to the transfer of an enterprise in the event of the merger, division or transformation of legal persons or if an enterprise is taken over pursuant to law, in particular in the case of compulsory execution or bankruptcy proceeding.

§ 182.  Acquisition of enterprise

 (1) Things belonging to an enterprise are transferred to the transferee pursuant to the provisions concerning the transfer of such things, the rights pursuant to the provisions concerning the transfer of such rights and contracts pursuant to the provisions concerning the transfer of such contracts. The transferor of an enterprise is required to transfer possession of things to the transferee and, in the case of property subject to registration, to ensure that the corresponding entries are made in the registers.

 (2) By taking over the things and rights belonging to an enterprise, the transferee takes over all of the transferor's obligations related to the enterprise, including obligations with regard to the employees of the enterprise which arise from employment contracts, unless otherwise provided by law. The consent of the obligee or the other party is not required for the assumption of an obligation or the transfer of the contract unless otherwise provided by law.

 (3) Agreements derogating from the provisions of subsection (2) of this section have no effect against third parties. Such agreements apply to obligees who have consented to the agreements in a format which can be reproduced in writing.

 (4) The transferee of an enterprise shall promptly notify the obligees of the acquisition of obligations and the transferor of the enterprise shall promptly notify obligors of the assignment of the claims to the transferee.

 (5) The provisions of this section apply mutatis mutandis to the grant of the use of an enterprise.
[RT I 2002, 53, 336 – entry into force 01.07.2002]

§ 183.  Liability of transferor of enterprise

 (1) A transferor and the transferee shall be jointly and severally liable to the obligee for obligations which have arisen before the transfer of the enterprise and which, by the time of the transfer, have fallen due or will fall due within five years after the transfer. It is presumed that, in relations with the transferor, the transferee of the enterprise is the obligated person.

 (2) Agreements derogating from the provisions of subsection (1) of this section have no effect against third parties, except to obligees who have consented to such agreements in a format which can be reproduced in writing.

 (3) The limitation period for claims arising from obligations specified in subsection (1) of this section shall be five years as of the transfer of the enterprise unless a shorter limitation period applies to some of the claims.

 (4) The provisions of this section apply mutatis mutandis to the grant of the use of an enterprise.
[RT I 2002, 53, 336 – entry into force 01.07.2002]

§ 184.  Right to business name

 (1) The right to use the existing business name of an enterprise subject to transfer transfers to the transferee unless this is contrary to law, the rights of a third party or an agreement between the parties. The fact that the activities of the transferee continue in a legal form other than that of the transferor shall not hinder the transfer of the business name if the transferee adheres to the requirements for business names provided by law.

 (2) If the transferor of an enterprise is a natural person, the right to use the existing business name transfers to the transferee with the written consent of the transferor of the enterprise.

§ 185.  Transfer of part of enterprise

  The provisions of this Subchapter also apply to contracts under which a part of an enterprise which is an organisational whole (an installation) is transferred.

Chapter 10 TERMINATION OF OBLIGATION  

Subchapter 1 General Provisions  

§ 186.  Bases for extinction of obligation

  An obligation extinguishes:
 1) upon a conforming performance;
 2) upon a set-off;
 3) upon merger;
 4) by an agreement to terminate the obligation;
 5) upon withdrawal from the contract;
 6) upon cancellation of the contract;
 7) upon the death of an obligor who is a natural person if the obligation cannot be performed without his or her personal participation;
 8) upon the death of an obligee who is a natural person if the obligation is to be performed personally for the benefit of the obligee;
 9) in other cases prescribed by the law or the contract.

§ 187.  Termination of accessory obligations and security

 (1) Upon termination of an obligation, the security and accessory obligations relating to the obligation also terminate unless otherwise provided by law.

 (2) If the security provided to secure a claim is not related to the claim and the obligation terminates, the security shall be returned, pursuant to the agreement on the basis of which the security was provided, to the person who provided the security.
[RT I 2002, 53, 336 – entry into force 01.07.2002]

Subchapter 2 Withdrawal from Contract  

§ 188.  Declaration of and consequences of withdrawal

 (1) A party withdraws from a contract by submitting a declaration of withdrawal to the other party.

 (2) If a party may withdraw from a contract pursuant to law or the contract, withdrawal from the contract shall release both parties from the performance of their contractual obligations. Withdrawal shall not affect the validity of rights and obligations which have arisen from the contract before the withdrawal.

 (3) Withdrawal shall not affect agreements on the resolution of disputes arising from the contract or other contract terms concerning the rights and obligations of the parties after withdrawal from the contract.

§ 189.  Return of and compensation for that which was delivered under contract

 (1) In the event of withdrawal from a contract, each party may claim return of that which was delivered by the party under the contract and delivery of the fruits and other gain received if the party returns all property that has been delivered to the party. Obligations arising from withdrawal shall be performed by the parties simultaneously, and the provisions of § 111 of this Act apply mutatis mutandis. Interest shall be paid on money refunded as of the moment of receipt of the money.

 (2) In lieu of return or delivery, a party shall compensate for the value of that which was received by the party if:
 1) return or delivery is impossible due to the nature of that which was received, including in the case of the provision of a service or the use of a thing;
 2) the party has consumed or transferred the object received, encumbered it with the right of a third party or processed it;
 3) that which was received has been destroyed.

 (3) If the price of that which was received is set in the contract, the price is deemed to be the value of that which was received for the purposes of subsection (2) of this section.

 (4) If a thing subject to return or delivery has deteriorated and such deterioration is not the result of the regular use of the thing, the decrease in the value of the thing shall be compensated for.

 (5) A party who, under the circumstances, should reasonably be able to foresee the possibility of withdrawal from the contract shall ensure that it is possible to return that which was received in the case of withdrawal from the contract.

§ 190.  Preclusion of compensation

 (1) A party is not required to compensate for the value of that which was received by the party in lieu of return or delivery thereof if:
 1) the circumstances on which withdrawal is based become evident only upon processing the thing;
 2) deterioration or destruction occurred due to circumstances dependent on the other party or due to circumstances the risk of which is borne by the other party, or if the damage would also have occurred if that which was received had been in the possession of the other party;
 3) upon exercising the right of withdrawal arising from the law, that which was received has deteriorated or been destroyed although the party exercised such care as the party would exercise in the party's own affairs.

 (2) In the case of unjustified enrichment of a party under the circumstances specified in subsection (1) of this section, the party shall return that which was received pursuant to the provisions concerning unjustified enrichment.

§ 191.  Gains and expenses

 (1) In the case of withdrawal by a party who does not receive fruits or other gain which the party could have received upon adherence to the requirements for regular management, the party shall compensate the other party for the value of such fruits or other gain. If the right of withdrawal arises from the law, the party entitled to withdrawal shall be liable only for the exercise of such care in the receipt of fruits and gain as the party would exercise in the party's own affairs.

 (2) If a party returns an object or compensates for the value of the object or if the obligation to compensate for the value of the object is precluded pursuant to clause 190 (1) 1) or 2) of this Act, the other party shall compensate the first party for the necessary expenses incurred with respect to the object. In the case of unjustified enrichment of the other party through other expenses incurred by the first party, the first party shall be compensated for such other expenses pursuant to the provisions concerning unjustified enrichment.

§ 192.  Indivisibility of right of withdrawal

 (1) If several persons participate in a contract as one party, the persons may only exercise the right of withdrawal collectively. If the right of withdrawal extinguishes for any one person entitled to withdrawal, the right shall also extinguish for all the other persons.

 (2) If a party withdraws from a contract where several persons participate as the other party, the first party may exercise the right of withdrawal only with regard to all such persons collectively.

 (3) In the case of a multilateral contract, a party may withdraw from the contract only if the other party or parties fail to perform an obligation assumed with regard to the first party.

§ 193.  Set-off after fundamental breach of contract

  Withdrawal from a contract due to a fundamental breach of the contract is void if the party with regard to whom the right of withdrawal is to be exercised may terminate the obligation by a set-off and gives notice of the set-off immediately after the other party has given notice of withdrawal from the contract.

§ 194.  Specifications for withdrawal from consumer contracts

  [Repealed – RT I, 31.12.2013, 1 – entry into force 13.06.2014]

Subchapter 3 Cancellation of Contract  

§ 195.  Ordinary cancellation of contract

 (1) A party cancels a contract by making a declaration of cancellation to the other party.

 (2) If a party may cancel the contract pursuant to law or the contract, cancellation of the contract shall release both parties from the performance of their contractual obligations. The rights and obligations which arise from the contract before cancellation remain valid.

 (3) A contract for the performance of a continuing obligation or recurring obligations (long-term contract) which is entered into for an unspecified term may be cancelled by either party by giving reasonable advance notice unless otherwise prescribed by law or the contract (ordinary cancellation).

 (4) If several persons participate in a contract as one party, the persons may only exercise the right of cancellation collectively. If a party cancels a contract where several persons participate as the other party, the first party may cancel the contract only with regard to all such persons collectively.

 (5) Upon cancellation of a contract, the parties are only required to return that which has been delivered in advance with respect to the time of cancellation of the contract. The provisions of §§ 189-191 of this Act apply mutatis mutandis to the return.

§ 196.  Extraordinary cancellation of contract

 (1) Either party to a long-term contract may cancel the contract with good reason without giving advance notice, in particular if the party cancelling the contract cannot reasonably be expected to continue performing the contract until the due date agreed upon or until expiry of the term for advance notice taking into account all the circumstances and the mutual interests of the parties (extraordinary cancellation).

 (2) If non-performance of a contractual obligation by the other party provides good reason for cancelling the contract, the contract may only be cancelled if the other party fails to render a conforming performance within the term granted therefor. Such term need not be granted in the cases provided for in clauses 116 (2) 2)-4) of this Act.

 (3) A person entitled to cancel a contract may cancel the contract only during a reasonable period of time after the person becomes aware of the circumstances substantiating the cancellation.

 (4) If a person entitled to cancel a contract is, due to the cancellation, no longer interested in the obligations which have already been performed, the person may also extend the cancellation to such obligations. The provisions of §§ 189-191 of this Act apply mutatis mutandis to the return of that which was delivered.

Subchapter 4 Set-off  

§ 197.  Definition of set-off

 (1) If two persons (parties to a set-off) are required to pay each other a sum of money or perform another obligation of the same type, either party (the party requesting set-off) may set off the claim thereof against the claim of the other party if the party requesting set-off has the right to perform the obligation thereof and to require performance from the other party.

 (2) As a result of a set-off, the claims of the parties to the set-off extinguish as of the time they could be set off and to the extent that they overlap unless the parties agree otherwise. If interest has already been paid on one or both of the claims, the set-off shall have retroactive effect only for the last period for which interest was paid.

 (3) Monetary claims expressed in different currencies may be set off at an exchange rate calculated as at the date of the set-off at the place of business of the party requesting set-off or, in the absence of a place of business, at the location of the residence or seat of the party. Set-off is not permitted if the exchange rates have not freely developed in the market.

§ 198.  Declaration of set-off

  A claim is set off by making a declaration of set-off to the other party. A declaration which is made conditionally or by setting a term is void.

§ 199.  Set-off in case of different places of performance

  If claims with different places of performance are set off, the party requesting set-off shall compensate the other party for damage caused by the fact that due to the set-off the other party cannot accept performance at the place prescribed or perform the obligation thereof at the place prescribed.

§ 200.  Restrictions on set-off

 (1) The following claims shall not be set off:
 1) claims for maintenance, claims for compensation for damage arising from health damage or the death of a person and claims arising from unlawful or intentional causing of damage which the other party has against the party requesting set-off;
 2) claims of the other party which pursuant to law cannot be subject to a claim;
 3) claims of the other party the set-off of which is prohibited by law.

 (2) A party requesting set-off may also set off the claim thereof against the claim of the other party if the claim of the party requesting set-off has expired, on the condition that the right to set off the claim arose before the expiry of the claim.
[RT I, 04.02.2011, 2 – entry into force 23.02.2011]

 (3) A party requesting set-off shall not set off a seized claim against the party's claim against the other party if the party requesting set-off acquired the claim after the seizure or if the claim thereof fell due after the seizure and later than the seized claim.

 (4) A party requesting set-off shall not set off a claim against which the other party may set up defences.

§ 201.  Set-off in case of several claims

 (1) If the parties to a set-off have several claims suitable for set-off, the party requesting set-off may determine the claims to be set off. If the claims to be set off are not specified in the declaration of set-off or if the other party immediately objects to the choice of the claims specified in the declaration, the following claims are deemed to be set off:
 1) firstly, the obligation which is the first to fall due;
 2) secondly, the obligation for which the obligee has the least security;
 3) thirdly, the obligation which is the most burdensome for the obligor;
 4) fourthly, the obligation which arose first.

 (2) If a party requesting set-off is required to pay interest to the other party or compensate the other party for expenses in addition to the performance of the principal obligation, the set-off is deemed to discharge first the expenses, then the interest due and finally the principal obligation. The party requesting set-off shall not determine a different order for the performance of the obligations without the consent of the other party.

 (3) The provisions of this section do not apply to set-offs effected under the circumstances specified in § 203 of this Act.

§ 202.  Restrictions on set-off in case of contract entered into for benefit of third party

  In the case of a contract entered into for the benefit of a third party, the party which is to perform an obligation for the benefit of the third party shall not set off a claim filed against such party for the performance of the obligation.

§ 203.  Current account

 (1) If monetary claims and obligations arising for both parties from contracts entered into in the continuing business relationship between the parties are to be calculated in total (current account), the claims and obligations are deemed to be set off by such calculation. In such case, the balance of the claims and obligations is the amount due.

 (2) Claims not related to a continuing relationship between the parties shall not be set off pursuant to the procedure specified in subsection (1) of this section.

 (3) Claims which may not be set off shall not be entered in a current account.

 (4) The entry of a claim in a current account shall not deprive a party of the right to resort to legal remedies with regard to transactions from which the claim arose.

 (5) If a claim entered in a current account is secured, the obligee may use the security to the extent of the secured claim in order to secure a claim for payment of the balance for the benefit of the obligee.

 (6) The entry of a claim in a current account shall not preclude or restrict the liability of third parties for claims entered in the current account.

 (7) Claims entered in a current account shall not be seized or be subject to a claim. Only claims for payment of the balance may be seized or be subject to a claim.

 (8) If a claim for payment of the balance is seized for the benefit of the obligee of the party requesting set-off, the entry into a current account of obligations which arise from transactions concluded after the seizure does not apply with regard to the obligee.

§ 204.  Acts relating to current account

 (1) A party requesting set-off who organises the maintenance of a current account shall notify the other party of the balance of the account at the end of each calculation period, indicating the claims which have been entered in the account and of which the other party has not yet been notified. The duration of a calculation period is presumed to be one year.

 (2) If the other party does not contest the balance sent to the party within a reasonable period of time, the balance is deemed to be correct. In such case, a negative balance is deemed to be an acknowledgement of an obligation.

 (3) Interest shall be paid on the balance as of the receipt of the balance to the party for whom the balance is positive even if interest has already been paid on claims entered in the current account.

 (4) A claim for payment of the balance falls due upon notification of the balance.

 (5) The limitation period for a claim for payment of the balance shall be five years as of the date when the balance falls due.

§ 205.  Termination of contract on current account

 (1) If a contract on a current account is entered into for an unspecified term, either party may cancel the contract at the end of each calculation period by giving at least 10 days' notice of the cancellation.

 (2) Upon the death of a party to a contract on a current account, the other party and the successors of the deceased party may cancel the contract at any time.

 (3) Regardless of the termination of a contract on a current account, payment of the balance may be required only after the end of the calculation period.

Subchapter 5 Merger  

§ 206.  Termination of obligation by merger

 (1) If an obligor and an obligee are consolidated in one and the same person, the obligation terminates. If an obligor and an obligee are consolidated in an obligation but the person has legitimate interest in the continuation of the obligation, the obligation shall not terminate.

 (2) If merger is partial, the obligation terminates with respect to the consolidated part.

 (3) If a pledge or other real right is established with regard to a claim, the claim remains in force with regard to the pledgee or the person holding the real right regardless of merger.

 (4) The provisions of this section do not apply to claims arising from securities.

Subchapter 6 Agreement on Termination of Obligation  

§ 207.  Termination of obligation by agreement

 (1) An obligation terminates if the obligee and the obligor have agreed on the termination of the obligation due to the obligee waiving the claim.

 (2) The provisions concerning termination of obligations apply if the parties to an obligation have agreed or the obligee admits that the obligation no longer exists.

Part 2 TRANSFER DEEDS  

Chapter 11 CONTRACT OF SALE  

Subchapter 1 General Provisions  

§ 208.  Definition of contract of sale

 (1) By a contract of sale of a thing, a seller undertakes to deliver an existing thing, a thing to be manufactured or produced or a thing to be acquired in the future by the seller to the purchaser and to allow the transfer of ownership to the purchaser, and the purchaser undertakes to pay the purchase price for the thing to the seller in cash and to take delivery of the thing.

 (2) The provisions of this Chapter also apply to contracts which are entered into to order a thing to be manufactured or produced, unless the party who orders the thing supplies the other party with a substantial part of the materials necessary for such manufacture or production. The provisions of this Chapter do not apply to contracts in which the preponderant part of the obligations of the party who furnishes the things consists of the supply of labour or other services.

 (3) The provisions of this Act concerning the sale of things apply to the sale of rights and other objects, including the sale of energy, water and heat through a network, unless otherwise provided for in this Act and if this is not contrary to the nature of the object. The seller of a right shall allow the purchaser to acquire the right which is the object of the contract of sale.

 (4) Consumer sale is the sale of a thing on the basis of a contract of sale where a consumer is sold a movable by a seller who enters into the contract in the course of his or her economic or professional activities.

 (5) If a seller undertakes to supply a movable to be manufactured to a consumer, the provisions of this Subchapter also apply in the case the consumer provided the business with a substantial part of the material necessary for the manufacture of the item or if the major part of the business's obligations consist of performing the work or providing other services. Where the seller undertakes to make a movable with individual characteristics for the consumer, the provisions of § 639, subsection 3 of § 641 and §§ 652, 653 and 655 of this Act additionally apply with the exception that the risk of accidental destruction and damage passes to the consumer pursuant to § 214.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (6) The provisions of this Subchapter also apply to digital content or digital services which are incorporated in an item or are inter-connected thereto for the purposes of subsection 3 of § 14² of this Act and which are supplied with the item under a contract of consumer sale, regardless of whether the supplier of the digital content or digital service is a seller or any third party. In the case of doubt as to whether the supply of digital content or a digital service incorporated in or inter-connected with an item constitutes a part of a sales contract, that content or service is presumed to be covered by the sales contract.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 209.  Obligation to deliver

 (1) If a thing is to be delivered to a purchaser at a particular place, the seller shall make the thing ready to be placed at the disposal of the purchaser at the particular place and notify the purchaser that it is ready. If things with specific characteristics are the object of a contract, the things are not deemed to have been made ready to be placed at the disposal of the purchaser before the things have been clearly identified for delivery pursuant to the contract by use of markings, shipping documents or otherwise.

 (2) The obligation to deliver a thing to the purchaser is deemed to have been performed if the seller has made the thing ready to be placed at the disposal of the purchaser at the particular place and has notified the purchaser thereof.

 (3) If a thing is to be delivered to a purchaser at a particular place and the characteristics of the thing do not allow its separation by the seller before the purchaser takes delivery thereof, the thing is deemed to have been delivered to the purchaser if the seller has done all that is necessary to allow the purchaser to take delivery of the thing.

 (4) If a seller is required to bring a thing to the purchaser, the seller shall deliver the thing to the purchaser. If a contract prescribes the carriage of things but the obligation of the seller to bring the thing to the purchaser does not relate thereto, the obligation to deliver the thing to the purchaser is deemed to be performed upon delivery of the thing to a carrier who is required to carry the thing from the place of dispatch. If the carriage of things is prescribed in the case of consumer sale, the obligation to deliver the thing to the purchaser is deemed to be performed upon delivery of the thing into the possession of the purchaser. If the purchaser has specified the carrier or entered into a contract with the carrier in such case, without the vendor acting as an intermediary or referring to such opportunity, the obligation to deliver the thing to the purchaser is deemed to be performed upon delivery of the thing to a carrier.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (5) [Repealed – RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (6) If the parties have not specified the time of delivery of a thing in the case of consumer sale, the vendor shall perform the obligation to deliver the thing immediately but not later than 30 days after the entry into the contract.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]

§ 210.  Additional obligations of seller in event of carriage of things

 (1) If a seller is required to hand over things to a carrier and the things are not clearly identified by markings, by shipping documents or otherwise, the seller shall notify the purchaser that the things have been handed over to the carrier and provide a detailed description of the things.

 (2) If a seller is required to organise the carriage of things, the seller shall enter into such contracts as are necessary for carriage of the things to the destination according to the usual terms and by means of transport which are appropriate in the circumstances.

 (3) If a seller is not required to enter into an insurance contract in respect of the carriage of the goods, then the seller shall, at the request of the purchaser, provide the purchaser with all available information necessary for the insurance contract to be entered into.

§ 211.  Handing over of documents

 (1) A seller shall hand over documents required for taking delivery of the thing and for the possession, use and disposal thereof (documents relating to the thing) to the purchaser in the form prescribed in the contract at the place and time of delivery. If a seller has a legitimate interest in retaining the original of a document relating to a thing, the seller shall, at the request of the purchaser, give the purchaser a transcript or an extract instead of the original document.

 (2) Documents relating to things which are subject to carriage shall be handed over to the purchaser at the purchaser's place of business which has the closest relationship to the contract or, if the purchaser does not have a place of business, at the residence or seat of the seller. If documents are to be handed over against payment of the purchase price, the documents shall be handed over at the place of payment of the purchase price.

 (3) The documents relating to things shall be handed over to the purchaser such that the purchaser has sufficient time to take delivery of the things at their destination without unreasonable delay or to dispose of the things freely.

§ 212.  Notification obligation of seller

  If the purchaser is required to transport the thing from the place of delivery and the seller has the right to specify the time of delivery of things, the seller shall notify the purchaser timely of when the thing is ready to be placed at the disposal of the purchaser.

§ 213.  Obligation to pay purchase price

 (1) If the purchase price of a thing is to be calculated on the basis of the amount, measurement or weight of the thing, the calculation shall be based on the amount, measurement or weight of the thing at the time when the risk of accidental loss of or damage to the thing passes to the purchaser. If the purchase price of a thing is to be determined by the weight of the thing, it shall be presumed that the price is to be determined by the net weight of the thing.

 (2) If a purchaser is required to pay the purchase price against the delivery of the thing or the handing over of a document, the purchaser shall pay at the place of delivery of the thing or the place where the documents are handed over.

 (3) A purchaser is not required to pay the purchase price before being granted the opportunity to examine the things unless this is not possible due to the agreed manner of delivery or payment.

 (4) [Repealed – RT I, 04.02.2011, 1 – entry into force 05.04.2011]

§ 214.  Obligation to pay purchase price when risk of accidental loss of or damage to thing passes to purchaser

 (1) A purchaser shall pay the purchase price even if the purchased thing is accidentally lost or damaged after the risk of accidental loss of or damage to the thing has passed to the purchaser.

 (2) The risk of accidental loss of or damage to a thing passes to the purchaser upon delivery of the thing.

 (3) The risk of accidental loss of or damage to a thing also passes to the purchaser at the time when the purchaser is in delay with the performance of an act by which he or she is to facilitate the delivery of the thing, in particular if the purchaser fails to take delivery of the thing. If things with specific characteristics are sold and in the case where the purchaser is in delay, the risk of accidental loss of or damage to the things does not pass to the purchaser until the things which are the object of the contract are separated and the purchaser is notified thereof.

 (4) The risk of accidental loss of or damage to a thing sold in transit passes to the purchaser retroactively as of the thing being handed over to the first carrier. This does not apply when a seller, at the time of entry into a contract of sale, is aware or ought to be aware that the thing is lost or has been damaged and does not notify the purchaser thereof.

 (5) [Repealed – RT I, 31.12.2013, 1 – entry into force 13.06.2014]

 (6) The right of a seller to withhold documents relating to a thing does not affect the passing of the risk of accidental loss or damage.

§ 215.  Costs of entry into and performance of contracts

 (1) The seller shall incur the delivery costs of a thing, in particular the measurement and weighting costs, and the purchaser shall incur the costs of taking delivery of the thing and costs relating to payment of the purchase price, as well as possible costs of preparing or authenticating the contract of sale and costs relating to the making of an entry in a public register on the basis of the contract.

 (2) If, at the request of the purchaser, a thing sold is to be dispatched to a place other than the contractual place of performance of the obligation, the purchaser shall incur the additional costs relating thereto.

 (3) If, in the event of consumer sale, a thing is delivered to the purchaser by the seller or by a carrier authorised by the seller on the basis of a contract, the reimbursement of transport costs may be claimed from the purchaser only if the size of the costs or the information on the basis of which such costs are calculated was communicated to the purchaser not later than on entry into the contract. This also applies to costs which are related to the provision by the seller of other services to the purchaser with the consent of the purchaser in connection with the sale.

 (4) Upon the sale of a right, the seller shall incur the costs of the acquisition and transfer of the right.

§ 216.  Benefit, costs and duties relating to thing

 (1) Benefit which is received from a thing before it is to be delivered belongs to the seller, unless the receipt of such benefit may reasonably have been expected after the thing is to have been delivered. Benefit which is received from a thing after it is to have been delivered belongs to the purchaser, unless the receipt of benefit may reasonably have been expected before the thing is to have been delivered.

 (2) The seller shall incur all costs and duties relating to a thing until delivery of the thing or until the purchaser is in delay in taking delivery of the thing, except for costs which are caused by any circumstance arising from the purchaser.

§ 217.  Conformity of thing

 (1) Things delivered to a purchaser shall conform to the contract, in particular in respect of the quantity, quality, type, description and packaging. Documents relating to a thing shall also conform to the contract.

 (2) A thing does not conform to a contract if:
 1) the thing does not have the agreed characteristics;
 2) failing an agreement concerning the characteristics of the thing, the thing is not fit for the particular purpose for which the purchaser needs it and of which the seller was or ought to have been aware at the time of entry into the contract if the purchaser could reasonably expect to rely on the professional skills or expertise of the seller, and in other cases for purposes for which such things would ordinarily be used;
 3) the use of the thing is hindered by provisions of legislation of which the seller was aware or ought to have been aware at the time of entry into the contract;
 4) third parties have claims or other rights which they may submit with respect to the thing;
 5) the movable is not packaged in the manner usual for such things or, where there is no such manner, in a manner adequate to preserve and protect the thing;
 6) [repealed - RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (3) [Repealed - RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (4) In the case of an immovable or a movable entered in a public register, the rights which are entered in the land register or another public register but are not valid are also deemed to be third party rights encumbering a thing within the meaning of clause (2) 4) of this section.

 (5) The lack of conformity of a purchased thing arising from the incorrect installation of the thing is deemed to be equal to the lack of conformity arising from the thing if the installation was carried out by the seller or at the responsibility of the seller. This also applies if the thing is installed by the purchaser and the incorrect installation is the result of insufficient information provided by the seller with respect to installation of the thing.

 (6) Upon sale of the right to possess a thing, the seller shall deliver the thing to the purchaser without any lack of conformity, including being free from any right or claim of a third party.

 (7) For the purposes of this Subchapter, a person specified in subsection 1 of § 1062 of this Act is deemed to be a producer.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 217¹.  Compliance with conditions of contract in case of consumer sale

 (1) An item must conform to the conditions of a contract.

 (2) An item is deemed to comply with the conditions of a contract, among other things, if:
 1) its description, type, quantity, quality, method of use, compatibility, interoperability and other characteristics comply with the agreed conditions;
 2) it is suitable for a certain specific purpose for which the consumer needs it and of which the buyer notified to the seller at the latest at the time of entry into the contract and which the seller has agreed to;
 3) it is supplied with all agreed accessories and instructions, including installation instructions; and
 4) agreed updates are made to it.

 (3) In addition to the information specified in subsection 2 of this section, an item must:
 1) be suitable for the purpose for which items of this type are normally used, taking into account the law of the European Union and Estonia and technical standards or, in the absence thereof, sectoral codes of conduct in force in a specific area of activity;
 2) be in the quantity and possess the qualities and performance characteristics normally associated with items of this type, including durability, usages, compatibility, and security that the consumer can reasonably expect, based on the nature of the item and taking into account public statements made by the seller themselves or by other persons on their behalf or involved in earlier stages of the transaction chain, in particular in advertising or on labelling;
 3) be supplied with such accessories, including packaging, installation instructions or other instructions as the consumer may reasonably expect to receive;
 4) conform to the quality and description of the sample or model which the seller has made available to the buyer before entry into the contract; and
 5) be updated in accordance with subsection 7 of this section.

 (4) A statement specified in clause 2 of subsection 3 of this section is not binding on a seller if the seller certifies that:
 1) they did not know or should not have known of the statement in question;
 2) by the time of entry into the contract, the statement had been corrected in the same or comparable manner as it was made; or
 3) the statement could not affect the consumer's purchase decision.

 (5) Durability is the ability of an item to maintain its functions and performance in normal use.

 (6) An item does not comply with the conditions of a contract if its use pursuant to subsection 2 or 3 of this section is hindered or limited by a restriction arising from infringement of the rights of third parties, in particular intellectual property rights.

 (7) In the case of an item with digital elements, a seller has to ensure that the buyer is notified of updates and that the updates, including security updates, which are necessary to ensure the compliance of the item with the conditions of the contract, are provided to the buyer. This obligation applies to:
 1) continuous supply of digital content or a digital service during the entire period of time if the digital content or the digital service must be supplied in accordance with the contract;
 2) in the case of an act of supply of digital content or digital service within a period of time which the consumer may reasonably expect, taking into account the type and purpose of the item and digital element and the circumstances and nature of the contract.

 (8) Where a consumer fails to install updates supplied pursuant to subsection 7 of this section within a reasonable time, the seller shall not be liable for non-compliance with the conditions of the contract due to lack of updates if the seller has informed the buyer that the updates are available and the consequences of failure to install them, and failure to install the updates or incorrect installation thereof was not due to shortcomings in the installation instructions provided to the consumer.

 (9) The lack of conformity of an item arising from incorrect installation of the item is deemed to be equal to the lack of conformity arising from the item if the installation thereof was carried out by the seller or it was done at the responsibility of the seller. The same applies where the item had to be installed by the consumer and the incorrect installation was due insufficiency of installation instructions provided by the seller or, in the case of an item with digital elements, insufficiency of the installation instructions provided by the seller or supplier of the digital content or digital service.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 218.  Liability of seller in event of lack of conformity of thing

 (1) The seller is liable for any lack of conformity of an item which exists at the time when the risk of accidental loss of or damage to the item passes to the purchaser even if the lack of conformity becomes apparent after that time. In the case of consumer sale, the seller is liable for any lack of conformity of an item with the conditions of the contract, and in the case of an item with digital elements even for the lack of conformity of these digital elements which exists at the time when the item and the item with digital elements was delivered to the buyer even if the passing of the risk of accidental loss of or damage was agreed for an earlier time.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (2) In the case of consumer sale, the seller is liable for any lack of conformity of an item which becomes apparent within two years as of the delivery of the item to the buyer. The provisions of the first sentence of this subsection do not restrict application of subsection 7 of § 217¹ of this Act in the case of an item with digital elements. Where the contract for the sale of an item with digital elements prescribes that the delivery of the item with digital elements takes place over a certain period of time, the seller is also liable for any non-conformity of the digital elements that occurs or becomes apparent within two years from the delivery of the item with digital elements. Where such a period of time is longer than two years based on a contract, the seller is liable for any non-conformity of the digital elements that occurs or becomes apparent during the respective period of time.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (2¹) In the case of a contract of sale, the object of which is an immovable or a part thereof, apartment ownership or restricted real right, the part of which is a building, or membership of a building association, and which has been entered into by a seller who is engaged in economic and professional activities and a buyer who is a consumer, it is presumed that any non-conformity with the conditions of the contract which becomes evident within two years as of the delivery of the building to the consumer existed at the time of delivery of the building, unless such presumption is in conflict with the nature or defect of the building. Agreements which deviate from the provisions of this subsection to the detriment of the consumer are void.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (2²) In the case of consumer sale, a lack of conformity which has arisen within one year as of the supply to the buyer is presumed to exist at the time of supply, unless such presumption is in conflict with the nature of the item or defect.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (2³) Where a contract of consumer sale of an item with digital elements prescribes a continuous supply of the digital elements and the non-compliance with the conditions of the contract occurs within the period of time referred to in the third and fourth sentences of subsection 2 of this section, the digital elements are deemed not to have complied with the contract during that period of time.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (3) The seller is also liable for any lack of conformity of an item which becomes apparent after the risk of accidental loss of or damage to the item passes to the purchaser if the lack of conformity of the item is due to violation of obligations by the seller. The provisions of the first sentence of this paragraph do not apply to consumer sale.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (3¹) If the seller replaces an item, the term specified in subsection 2 of this section begins as of the delivery of the replaced item to the buyer. If the seller repairs the item, the term specified in subsection 2 of this section begins again as of the repair with respect to the remedied defect.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (4) The seller is not liable for any lack of conformity of an item with the conditions of a contract if the buyer was or ought to have been aware of the lack of conformity of the item upon entry into the contract. The provisions of the first sentence of this paragraph do not apply to consumer sale.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (5) Upon sale of an immovable or of a ship entered in the ship register, the seller shall have the notation concerning the right entered in the corresponding register or the claim securing the establishment of such right deleted even if the purchaser is aware of the right or the notation.

 (6) The seller of an immovable shall not be held liable for the fact that the thing is subject to public taxes or non-monetary obligations.

§ 219.  Obligation to examine things

 (1) If a purchaser has entered into a contract of sale in the course of the purchaser's professional or economic activities, the purchaser shall promptly examine the purchased thing or have the purchased thing examined.

 (2) If a contract of sale involves carriage of the thing, the purchaser may examine the thing upon its arrival at its destination.

 (3) If a thing is redirected in transit or redispatched to another destination by the purchaser without a reasonable opportunity for examination of the thing by the purchaser, examination of the thing may be deferred until the thing has arrived at its new destination if, at the time of entry into the contract, the seller was aware or ought to have been aware of the possibility of such redirection or redispatch.

§ 220.  Notification of lack of conformity of things

 (1) The purchaser shall notify the seller of any lack of conformity of a thing within a reasonable period of time after he or she becomes or should become aware of the lack of conformity. In the event of consumer sale, the consumer shall notify the seller of any lack of conformity of a thing within two months after becoming aware of the lack of conformity.

 (2) A purchaser who enters into a contract of sale in the course of the professional or economic activity thereof shall provide a detailed description of the lack of conformity when giving notification thereof.

 (3) The purchaser shall not rely on the lack of conformity of a thing if the purchaser does not notify the seller thereof on time or, in the case of a contract entered into by the purchaser in the course of the professional or economic activity thereof, if the purchaser does not provide a sufficiently detailed description of the lack of conformity. If a purchaser has a reasonable excuse for the failure to give notice, the purchaser may, relying on the lack of conformity, reduce the purchase price or claim compensation for damage from the seller, except for any loss of profit.
[RT I 2002, 53, 336 – entry into force 01.07.2002]

§ 221.  Specifications for relying on lack of conformity of things

 (1) A purchaser may rely on the lack of conformity regardless of the purchaser's failure to examine a thing or give notification of the lack of conformity of the thing on time if:
 1) the lack of conformity of the thing has been caused by the intent or gross negligence of the seller;
 2) the seller is aware or ought to be aware of the lack of conformity of the thing or the circumstances related thereto and does not disclose such information to the purchaser.

 (2) The seller shall not rely on an agreement which precludes or restricts the rights of the purchaser in connection with the lack of conformity of a thing if the seller is aware or ought to be aware that the thing does not conform to the contract and fails to notify the purchaser thereof.

§ 222.  Requirement to perform contract as legal remedy

 (1) Where an item does not comply with the conditions of the contract, the buyer may demand that the seller repair or replace the item if the use of the chosen legal remedy is possible and does not cause the seller disproportionate costs compared to the use of other legal remedies, taking into account all circumstances, among other things the value the item would have had if there would have been no non-compliance with the conditions of the contract, the importance of the non-compliance with the conditions of the contract and the possibility for the buyer to seek other legal remedies without significant inconvenience.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (2) [Repealed - RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (2¹) The seller may refuse to bring the item into conformity with the conditions of the contract if the item cannot be repaired or replaced or if it would cause the seller unreasonable costs, taking into account all the circumstances, among other things the value that the item would have had in the absence of the lack of conformity with the conditions of the contract and the significance of the lack of conformity with the conditions of the contract.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (3) Where non-compliance with the conditions of a contract has to be eliminated by repair or replacement of an item, the buyer makes the item available to the seller. Where a seller replaces a defective item with an item which conforms to the conditions of the contract, the seller may require the return of the defective item by the buyer. In this case, the provisions of §§ 189–191 of this Act apply. The seller must take back the replaced item at their own expense.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (4) The seller covers the costs relating to the repair or replacement of an item, in particular any costs relating to transport, postage, work, travel and materials. Where the repair or replacement requires removal of a non-conforming item that was installed according to its nature and purpose prior to the non-compliance becoming evident, the obligation to repair or replace shall include the removal of that item and installation or replacement of the item being replaced or repaired.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (4¹) A consumer does not have to pay for the normal use of the item during the period before its replacement.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (4²) The seller must repair or replace the item within a reasonable period from the time the buyer notifies the seller of the lack of conformity and, in the case of consumer sale, without significant inconvenience to the consumer, taking into account the nature and purpose of the item for what the consumer needed the item.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (5) If the purchaser legitimately requires the repair of a thing and the seller fails to repair the thing within a reasonable period of time, the purchaser may repair the thing or have the thing repaired, and claim compensation for any reasonable costs incurred thereupon from the seller.

 (6) The purchaser loses the right to require the repair of a thing or delivery of a substitute thing from a seller if the purchaser does not submit a corresponding claim to the seller at the same time as a notice concerning the lack of conformity of the thing or within a reasonable period of time after submission of the notice, unless the behaviour of the seller is contrary to the principle of good faith.

 (7) The provisions of subsection (6) of this section do not apply to customer sale.
[RT I 2005, 39, 308 – entry into force 01.01.2006]

§ 223.  Withdrawal from sales contract due to non-compliance with conditions of contract

  [RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (1) A buyer has the right to withdraw from a sales contract if:
 1) the seller has not completed the repair or replacement of the item or, if appropriate, has not done so pursuant to the first and fourth sentences of subsection 3 and the second sentence of subsection 4 of § 222 of this Act;
 2) the seller has refused to bring the item into conformity with the conditions of the contract pursuant to subsection 2¹ of § 222 of this Act;
 3) any non-compliance with the conditions of the contract becomes evident despite the seller's efforts to bring the item into conformity with the conditions of the contract;
 4) the non-compliance with the conditions of the contract is so serious as to justify immediate withdrawal from the contract of sale; or
 5) the seller has stated or it is clear from the circumstances that they do not bring the item into conformity with the conditions of the contract within a reasonable period of time or, in the case of consumer sale, without causing significant inconvenience to the consumer.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (2) [Repealed - RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (3) In the case specified in subsection 1 of this section, the buyer need not set an additional term specified in § 114 of this Act for the seller to perform their obligation.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (4) In the case of a contract other than a consumer sales contract, the buyer may also withdraw from the sales contract in the cases specified in § 116 of this Act.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (5) A buyer may withdraw from a sales contract if non-compliance with the conditions of the contract is significant. In the case of consumer sale, non-compliance with the terms and conditions of the contract is presumed to be significant.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (6) In the case of withdrawal from a consumer sales contract, the provisions of subsection 1 of § 118 of this Act do not apply.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (7) Upon withdrawal from a consumer sales contract, the consumer returns the item to the seller at the expense of the seller. The consumer's claim for a refund of the purchase price becomes collectible upon return of the item to the seller or proof of its return.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 224.  Reduction of purchase price

  [RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (1) In the cases specified in subsection 1 of § 223 of this Act, a purchaser may reduce the price pursuant to the provisions of § 112.

 (2) The price may not be reduced upon purchase of a used thing at a public auction where the purchaser is present or has been given the opportunity to be present, if the purchaser has been clearly notified of such restriction upon conclusion of the contract of sale.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 225.  Specifications for compensation for damage

  The purchaser may also claim compensation from the seller for such damage as is caused due to use of the thing for purposes other than those intended if the damage arises from the seller providing insufficient information to the purchaser, and compensation for damage which is caused to the thing due to the lack of conformity thereof.

§ 226.  Specifications regarding liability of seller upon sale according to sample, description or model

 (1) In the event of sale according to a sample, description or model, it is presumed that the sample, description or model is the only standard for assessing the conformity of a thing. In such case, any deviation from the sample, description or model gives the purchaser the right to withdraw from the contract or use other rights which arise from the lack of conformity of the thing.

 (2) If, based on an agreement or generally accepted practice, the sample, description or model is to be used only to assess approximate quality, the purchaser may withdraw from the contract only if the deviation from the sample, description or model is material.

 (3) The provisions of this section do not apply to consumer sale.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 227.  Beginning of expiry of claims arising from lack of conformity of purchased thing

 (1) The limitation period of a claim arising from the lack of conformity of a purchased thing begins as of the delivery of the thing to the purchaser. Upon delivery of a substitute thing by the seller, the limitation period begins as of the delivery of the substitute thing to the purchaser. Upon repair of a thing by the seller, the limitation period of claims against the eliminated deficiency begins anew as of the repair of the thing.

 (2) Where a contract for the sale of an item with digital elements prescribes a continuous supply of digital elements within a certain period of time, the limitation period for the claim arising from the non-conformity of the digital elements begins upon the occurrence of the non-conformity.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 228.  Right of redress

  [RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (1) If a seller who sells an item to a consumer is liable to the buyer for non-compliance with the conditions of the contract arising from the actions or omissions of a person who participated in earlier stages of the transaction chain, including violation of the obligation to update the item with digital elements according to subsection 7 of § 217¹ of this Act, the seller may use legal remedies against the person concerned, including demand indemnification for damages in accordance with the relationship between them.

 (2) Claims of a seller who sold an item to a consumer against their contractual partners do not expire before the expiry of two months after the satisfaction of the consumer's claim.

 (3) Subsections 1 and 2 of this section also apply to other claims submitted in the chain of transactions, respectively.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 229.  Obligation of purchaser to take possession of and preserve things

 (1) If a purchaser has taken possession of a thing but intends to withdraw from the contract or requires the delivery of a substitute thing or exercises another right as a result of which the thing is to be returned, the purchaser shall take reasonable measures to preserve and protect the thing. The purchaser has the right to refuse to deliver the thing until the seller reimburses the reasonable costs incurred in the preservation and protection of the thing.

 (2) If a thing dispatched to a purchaser is placed at the disposal of the purchaser at its destination and the purchaser legitimately refuses to take delivery of the thing, the purchaser shall nevertheless take possession of the thing on behalf of the seller if this is possible without payment of the purchase price and without unreasonable inconvenience or expense to the purchaser. The purchaser is not required to take possession of the thing if the seller or the person who has the right to take possession of the thing on behalf of the seller is present at the destination.

 (3) If the purchaser takes possession of a thing according to subsection (2) of this section, he or she has the rights specified in subsection (1) of this section.

 (4) In the cases specified in subsections (1) and (2) of this section, the purchaser may deposit the thing with a third party pursuant to § 124 of this Act or sell the thing pursuant to § 125 of this Act.

§ 230.  Warranty against defects

 (1) For the purposes of this Chapter, a sales guarantee is a promise by a seller, former seller or manufacturer (provider of the sales guarantee) to replace or repair or maintain, free of charge or for a fee, an item sold to ensure compliance with the conditions prescribed in the guarantee or advertisement, or to refund the purchase price paid for the item. The sales guarantee gives the buyer a more favourable status than provided by law.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (2) A warranty period begins to run as of the delivery of the thing to the purchaser unless a later time for the beginning of the warranty period is prescribed in the contract or letter of guarantee. If the seller is required to dispatch the thing to the purchaser, the warranty period does not begin to run before the thing is delivered to the purchaser. The running of the warranty period is suspended for the time when the purchaser cannot use the thing due to a lack of conformity for which the warrantor is liable.

 (3) [Repealed - RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (4) The procedure for exercising rights arising from a warranty against defects shall not be unreasonably cumbersome to the purchaser.

 (5) A warranty against defects does not preclude or restrict the right of the purchaser to use other legal remedies arising from law or the contract.

§ 231.  Specifications for warranty against defects in event of consumer sale

 (1) In the case of consumer sale, the sales guarantee must contain the following information in plain language understandable to the consumer:
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]
 1) the name and address of the warrantor;
 2) [repealed - RT I, 24.11.2021, 1 – entry into force 01.01.2022]
 3) conditions of the sales guarantee;
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]
 4) the procedure for exercising the rights arising from the warranty;
 5) [repealed - RT I, 24.11.2021, 1 – entry into force 01.01.2022]
 6) [repealed - RT I, 24.11.2021, 1 – entry into force 01.01.2022]
 7) an explanation that the consumer has the right to use, free of charge, any legal remedies arising from law against the seller in the case of non-conformity of an item, and that the sales guarantee does not affect this right;
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]
 8) a list of the items covered by the sales guarantee.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (2) A guarantee must be submitted to a consumer in writing or on any other durable medium which the consumer can use, not later than upon supply of the item.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (3) If the issuer of a sales guarantee has violated the provisions of subsections 1 and 2 of this section, it does not preclude or limit the validity of the guarantee.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (3¹) If the conditions of the guarantee are less favourable to the consumer than the conditions of the sales advertisement presented in connection with the sales guarantee, the sales guarantee is binding on the conditions of the sales advertisement related to the sales guarantee, unless the advertisement relating to the sales guarantee was corrected in the same or comparable way before the entry into the sales contract.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (4) [Repealed - RT I, 24.11.2021, 1 – entry into force 01.01.2022]

 (5) If a manufacturer offers a guarantee related to the durability of an item for a certain period of time, the manufacturer is liable to the consumer for the repair or replacement of the item during the entire term of the sales guarantee according to the provisions of the first and the fourth sentences of subsection 3 and subsections 4–4² of § 222 of this Act. The manufacturer may also offer the consumer more favourable conditions in the sales guarantee related to durability than the above.
[RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 232.  Services provided in event of consumer sale

  [Repealed - RT I, 24.11.2021, 1 – entry into force 01.01.2022]

§ 233.  Reservation of ownership

 (1) If, upon the sale of a movable, it is agreed that the ownership of a thing remains with the seller until payment of the purchase price, ownership is presumed to transfer to the purchaser upon payment of the full purchase price (reservation of ownership).

 (2) On the basis of a reservation on ownership, a seller may demand the purchaser to deliver the thing only if the seller has withdrawn from the contract. If the claim of the seller which is secured by the agreement on a reservation of ownership expires, the seller may demand the transfer of the thing pursuant to the provisions concerning protection of ownership.

§ 234.  Extension and expiry of contract of sale of energy

 (1) A contract to supply electric or thermal energy through a connection network entered into for a specified term is deemed to be extended for the same term and under the same conditions if at least one month before the expiry of the term of the contract neither party has notified the other of any desire to do otherwise.

 (2) The provisions of subsection (1) of this section apply to contracts to supply gas, petroleum, water or other similar supplies through a connection network which are entered into for a specified term.

 (3) Purchasers who are consumers may cancel contracts specified in subsections (1) and (2) of this section with one month's notice regardless of whether the contracts were entered into for a specified or unspecified term. Agreements which derogate from this to the prejudice of the consumer are void.

 (4) In the case of premature cancellation of a contract specified in subsections 1 and 2 of this section, a fee may be demanded from the consumer in the case and in accordance with the rules provided by law.
[RT I, 15.03.2022, 2 – entry into force 25.03.2022]

§ 235.  Sale on approval

 (1) Sale on approval is the sale of a thing on the basis of a conditional contract of sale upon which the thing is dispatched to the purchaser.

 (2) A contract of sale on approval shall be entered into by the purchaser with a suspensive condition of approval or a resolutive condition of non-approval. It is presumed that a contract of sale with a suspensive condition is entered into in the case of sale on approval.

 (3) In the case of a contract of sale on approval with a suspensive condition, the seller shall bear the risk of accidental loss of or damage to the thing until approval by the purchaser. In the case of a contract of sale on approval with a resolutive condition, the purchaser shall bear the risk of accidental loss of or damage to the thing until the contract fails to be approved.

§ 236.  Prohibition on violation of provisions

  In the event of consumer sale, persons and agencies specified in law may, pursuant to the procedure provided by law, demand a seller who is in breach of provisions concerning a contract of sale specified in this Subchapter and in the General Part of this Act to terminate such violation and refrain from violating the provisions.

§ 237.  Mandatory nature of provisions concerning consumer sale