General purchase conditions

GENERAL PURCHASING CONDITIONS:

1. Validity. These General Conditions of Purchase are applied to all purchase agreements, made between UAB „METALISTAS LT“ (partnership of limited liability, founded and operating according to the legislation of the Republic of Lithuania, legal entity code 247736790, registered office address: Šermukšnių g. 19, LT-35113 Panevėžys, Lithuania) (Buyer), as buyer’s, and parties, to which the purchase order is addressed (Seller). No standard terms of the Seller or of any third party are valid and they do not apply to purchases concluded between the Buyer and the Seller.
2. The subject of the contract. The Buyer purchases goods or services (Goods) from the Seller according to the terms, defined in the General Terms of Purchase and according to special terms, defined in the order (Order), presented by the Buyer and accepted by the Seller. The submitted Purchase Order and the General Purchase Specifications constitute a valid and legally binding Contract for the Purchase of Goods (Contract).
3. Price, terms of payment and validity of the Order. The price of the Goods is indicated in the Order, accepted by the Seller. The Buyer shall pay for the Goods in accordance with the conditions agreed upon in the Contract. The order can be canceled until the order confirmation has been received.
4. Packaging/marking requirements. The Seller must properly package and mark the Goods, in accordance with market standards or specific requirements (if any are foreseen) in such a way as to prevent the external damage of the Goods and any possible claims for the incorrect marking of the Goods.
5. The quality of the Goods. The Goods must be original, safe and of proper quality, complying with the requirements of the legislation of the Republic of Lithuania and the European Union, applicable to this type of Goods. Compliance with the quality requirements of the Goods is an essential condition of the Contract.
6. Specifications of the Goods and other documentation. The Parties shall exchange specifications, user’s instructions, technical standards and/or other documents, related to the Goods that are required for the conclusion of transactions for such Goods.
7. Delivery. The Seller delivers the Goods in compliance with the delivery terms, applied to the Order, which are presented in the special purchase terms. The Goods shall be delivered in accordance with the conditions, specified in the Order.
8. Delivery delay. If the delivery cannot be carried out partially or completely, if the delivered Goods cannot be accepted in agreed terms, or if such delay is likely, the Party shall urgently inform about this the other Party.

Each Party, having learned about the delay, no later than within 5 (five) hours from the moment of learning, presents a written notice, stating the reasons for the delay and the new day of the delivery.

If the delivery is delayed due to the Seller’s fault, the Buyer is entitled to receive pre-agreed losses amounting to 5% from the amount of the order, but not less than EUR 150 for each day of delay, and acquires the right not to accept the Goods. The Seller undertakes to reimburse all expenses, incurred by the Buyer in connection with the non-delivered Goods.

9. Post-delivery check. All the Goods delivered must be accompanied by a bill of lading and an invoice/prepayment account, unless the cases when the account/prepayment account is provided to the Buyer in advance. The Buyer must check that the Delivered Goods and the quantities corresponding to the Order, as agreed between the Parties, the bill of lading and the account. After the delivery the Buyer within 5 (five) working days check and confirm that the Goods delivered are without any external damage.

Any claims for non-compliance of the Goods with the Contract terms must be submitted by the Buyer within 10 (ten) working days, from the date on which such discrepancy was established.

In the event that the Goods do not comply with the quality and / or quality requirements, stipulated in the Contract, the Buyer has the right to return the Goods, and the Seller undertakes to pay a penalty equal to 10% from the amount of the order, but not less than EUR 200, and will reimburse all costs incurred by the Buyer in connection with the non-delivery of good quality Goods. Goods are considered non-compliant with the quality requirements in the case the Seller does not deliver the Goods Certificate (s) within the time limits stipulated in the Contract.

If the supplier provides low-quality raw materials, semi-finished products or products, a storage fee of 4,5 EUR per 1 m² for each day of storage shall be applied for their storage / warehousing.

10. Issuing of the bills and payment. The Buyer undertakes to pay the Seller for the ordered Goods according to according to the Seller’s invoice/prepayment account in accordance with the payment terms specified in the Order.

Unless otherwise specified in the Order, the Seller undertakes to pay the Buyer the costs of transportation of the Goods being delivered and the Seller has no right to present the Buyer the account for such transportation costs. The Seller must pay the Goods delivery costs, including, but not limited to, measuring, weighing and packaging costs as well as possible costs, relating to the marking of the Goods, which is required for the proper transportation of the Goods to the place of delivery.

11. Transfer of the right of ownership. The right of ownership of the Goods is transferred to the Buyer after the receipt of the Goods in the place, specified in the Order.
12. The risk of accidental loss or damage of Goods. The risk of accidental loss or damage of Goods is passed to the Buyer after the Seller or the person authorized by the Seller delivers and unloads/loads the Goods passing them to: (I) the Buyer or (II) to the person, appointed by the Buyer.
13. Transfer of documentation. At the place of delivery and at the time of delivery, the Seller must hand over to the Buyer all the documents necessary for the acceptance and possession, use and transfer of the delivered Goods (with the Goods-related documents). The Goods-related documents must be handed to the Buyer in such a way that the Buyer would have sufficient time to accept the delivered goods at the place of their destination or freely dispose of the Goods without any unjustified delay.

The Goods certificates must be submitted by e-mail to the Buyer no later than 1 (one) working day before the moment of the day of delivery of the Goods specified in the Order.

14. The quantity of goods. In case the quantity of Delivered Goods exceeds the allowable Quantity error of Goods, provided in the Order, the Buyer has the right to return the Goods to the Seller, the quantity of which exceeded the permissible Quantity of error of Goods. All expenses incurred in connection with the Return of Goods shall be borne by the Seller.

In case the quantity of Delivered Goods is less than the allowable Quantity error of Goods, provided by the Order or does not deliver the Goods to the Buyer at all, the Seller pays the Buyer a penalty equal to 10% from the amount of the Order, but not less than EUR 200, and reimburse all costs incurred by the Buyer in connection with the delay of the Goods. The Buyer has the right to order a missing quantity of Goods from another Supplier.

15. Declarations and warranties. The Seller declares and warrants to the Buyer that: (I) the Goods are new and suitable for sale, production; (II) the Goods are free from defects which may affect their use for the intended purpose or impede the resale of these Goods; (III) Goods are in conformity with the standards applicable to the same type of Goods; (IV) Goods are not subject to any restrictions, pledges, security rights or other restrictions; (V) Any rights of the third party to the trademark, industrial or intellectual property rights or other rights of the third parties, intellectual ownership rights are not violated or unlawfully acquired; and (VI) the Goods are in compliance with current standards and product safety requirements; (VII) At the time of transfer of Goods, the Goods are owned by the Seller.
16. Quality of goods. The Seller warrants to the Buyer that the Goods conform to the standard quality requirements applicable to such Goods, the specifications, set out in the Contract, and shall have no essential material or manufacturing defects within 24 (twenty four) months from the date of delivery. The Seller is responsible for the quality of the Goods which does not meet the requirements of the standard / standards specified in the Order, as well as for the correctness of the information, indicated in the Certificates of Goods; any non-conformity is considered as material non-conformity of the quality requirements.

The Seller is not liable for defects that arise in the normal use of the Goods or due to negligence for which the Buyer is responsible.

Upon receiving the notification, the Seller has to rectify immediately at his own expense all the defects of the Good determined during the period of warranty. In the event that the Goods defects cannot be remedied, the Seller undertakes to replace the Good of inappropriate quality to replace and / or compensate additional losses, incurred by the Buyer in connection with the acquisition or production of the Goods.

If the Seller, upon receipt of a Buyer’s written notice, fails to fulfill his warranty obligations within a reasonable period, the Buyer is entitled to remedy the deficiencies of the Goods / Services or to remedy defects at the Seller’s expense. In the event that nonconformity / deficiencies are repaired by the Buyer’s employees, such (additional) non-conformity / deficiency work is charged according to the following rates: hourly rate for production work – 55 (fifty-five) Eur, hourly rate for technological work – 70 (seventy) Eur, other administrative (quality, planning, lawyer, etc.) hourly rate – 65 (sixty five) Eur. Overtime and weekend work are charged at double rate.

17. Termination of the Contract. The Buyer can terminate the Contract in writing immediately out of court, if the Seller fails to perform or inadequately performs conditions of the Contract and he fails to correct any such violation or obligation within 5 (five) working days following the Buyer’s respective written notice.

Any party may terminate the Contract without delay at any time by written notice if: (I) the other Party terminates its activity or is in danger of having its activity terminated or winding-up procedures are started, if the bankruptcy proceedings are instituted against the other Party, or if an administrator or a court executor is appointed to any part of its assets; or (II) if performance of the obligations under the Contract as a result of the legal acts becomes impossible.

18. Rights after the termination of the contract. Except in the event of termination of the Contract due to an irregularity committed by a Party, which does not comply with obligations, in any case of termination or expiration of Contract, neither Party shall be entitled to any compensation.

If the Contract is terminated due to the fault of one of the Parties, the affected Party has to be returned / repaid what it paid / provided under the Contract and compensated for direct losses related to termination of the Contract.

19. Confidentiality. Except as required by law or the fulfilment of the objectives of the Contract, the Parties hereby agree to treat it as confidential and not to disclose or to avail themselves or any other person or authority of the content of the Contract and / or any knowledge, information or data relating to the use of the other Party Business or Goods that may be transferred to them or which may be obtained under the Contract (except when it is available as public information or may be obtained from commercial sources).
20. Liability. The Party, which does not fulfil the obligations imposed in the Contract or fulfils them in a contrary way, is obliged to reimburse the other Party for the loss incurred for its fault.

The fines established in the Contract are considered to be minimum losses of the Buyer, which do not require proof. The Seller must compensate the Buyer’s losses if the losses, incurred due to non-performance or improper performance of the Seller’s obligations, are higher than the established fines.

Payment of a fine does not release from the obligation to fulfil the Contract, except cases, when agreed between the Parties or indicated otherwise in the Contract.

21. Compensation of Damages. The Seller shall protect the Buyer from any third party claims regarding any inaccuracies in any of its claims and warranties associated with the Delivered Goods and shall compensate the Buyer for any losses and expenses incurred in connection with such claims.
22. Notices. All notices and other exchange of information according to the Contract shall be done in written (“written” also means e-mail) or in a form which can be reproduced in writing, and a Party is considered to have received it: (I) if it is sent or delivered by post or courier service, except when it was actually received earlier, – on the third day after the date of sending it; (II) if it is delivered personally – on the day of delivery; (III) if delivered by email – on the date it is sent if a proper receipt confirmation notice is received from the recipient. All notices and other exchange of information according to the Contract, if intended for the Buyer, must be addressed by using the contact information indicated in the Order.
23. Entire Contract. The Contract constitutes the entire agreement between the Parties and cancels any previous obligation or agreements and contracts, which were concluded or existed between the Parties before concluding this Contract.By returning a signed Order or otherwise confirming it by e-mail the Seller agrees to its terms. A signed / confirmed by e-mail Order and the General Terms of Purchase constitute a legally binding contract for buying-selling Goods.If the Seller shall set the Order confirmation which does not comply with the Order, submitted by the Buyer, such document is not the Contract on the Purchase and Sale of Goods and does not replace the original Order, which remains valid, except the case when the Buyer confirms to the Seller that such changed Order is valid.If Seller does not return the signed Order confirmation or does not provide the Order Confirmation in another way by e-mail, but the Seller issues the Account or starts placing the Order, or delivers the Goods to the Buyer, it is considered that the Seller agrees to execute this Order without any deviations from the original Order submitted by the Buyer.

24. Severability. If, for any reason, a provision of this Contract or the application of it, is deemed or considered void, invalid or unenforceable as a whole or in part, the Parties shall change the Contract with a provision, which would be in accordance with the essence of the Contract as much as possible. If the Parties are unable to change the Contract, the void, invalid or unenforceable provision is considered removed and remaining provision of the Contract remain in force to their full extent.
25. Transfer. Neither Party shall transfer any rights or obligations under this Contract to third parties without a prior written consent of the other Party.

For the purpose of debt recovery, the Buyer can transfer the demands, which were presented to the Seller without prior written consent of the other Party.

26. Amendments. Amendments of the Contract (Proposal, Special terms and General Terms of Purchase) shall only be concluded in writing. Amendments in another form are not valid. In order to avoid doubt, this does not limit the rights of the Buyer to change his General Terms of Purchase. In the event when the terms of an Order contradict the provisions of the General Terms of Purchase, the terms of the Order are applicable.
27. Force Majeure. The Parties liable for any non-fulfilment of the Contract if such non-fulfilment was due to circumstances beyond their control, including changes of laws and regulations, actions of any state institution, state administration or municipal institution, riots, military operations, natural disasters or other force majeure circumstances. The Parties must immediately renew the performance of contractual obligations after the end of force majeure circumstances. In an event when force majeure circumstances last for a period longer than thirty (30) days, the Contract can be unilaterally terminated by either Party by sending a written notice to the other Party.

The Parties agree that fires, floods, theft, or similar events shall not be considered force majeure circumstances, if the occurrence of which was influenced by the actions or negligence (non-performance) of the Seller, or if a third party is liable towards the Seller for such events.

28. Applicable law. The Contract shall be carried out and interpreted in accordance to the laws of the Republic of Lithuania. The United Nations Convention on Contract for the International Sale of Goods (CISG) is not valid or applicable to this Contract.
29. Settlement of disputes. Any dispute, disagreement or claim, arising from or associated with this Contract shall be settled by means of negotiation. If the Parties are unable to settle a dispute by negotiation within 30 (thirty) days from starting such negotiations, any dispute must be finally settled in accordance to the laws of the Republic of Lithuania by a competent court in Vilnius.