General Sales conditions

1. Customization. These General Terms and Conditions of Sale apply to all sales transactions concluded between UAB METALISTAS LT (private limited liability company established and operating in accordance with the laws of the Republic of Lithuania, legal entity code 247736790, registered office address Šermukšnių St. 19, LT-35113, Panevėžys, Lithuania) (hereinafter referred to as the Seller) and the country to which the offer to sell is addressed (hereinafter referred to as the Buyer). Any standard terms and conditions of the Buyer or any third party are expressly excluded and do not apply to sales transactions concluded between the Buyer and the Seller.

2. The contract. The Buyer purchases the relevant goods (hereinafter – the Goods) from the Seller in accordance with these general terms and conditions of sale and other conditions provided in the respective offers (hereinafter – the Offer) and / or confirmed orders (hereinafter – the Order) submitted by the Seller and accepted by the Buyer. The General Terms and Conditions of Sale and the terms and conditions of the accepted Offer / Order constitute a valid and legally binding Purchase and Sale Agreement for the Goods (hereinafter referred to as the Agreement).

3. Price of goods. The price of the goods is indicated in the Offer accepted by the Buyer. If the Buyer does not agree with the price and / or offers another price of the Goods, such price becomes binding on the Seller only if the Seller confirms it in writing. Otherwise, the Parties shall be deemed not to have entered into an Agreement on the purchase and sale of the respective Goods. Tenders are quoted exclusive of VAT, unless otherwise stated. The Buyer shall pay for the Goods in accordance with the conditions provided for in the Agreement.

In case of extreme (more than 10% higher or lower) changes in the prices of raw materials in the market, the Buyer or the Seller has the right to initiate renegotiations on the agreed prices.

If the Buyer clarifies, makes changes in the drawings and / or specifications, the Seller has the right to recalculate the Offer price agreed by the Parties, informing the Buyer thereof. All changes to the project drawings made after the Order confirmation are additionally charged according to the following rates: production hourly rate – 55 (fifty five) Eur, technological working hour rate – 70 (seventy) Eur. Overtime and weekend work are taxed at double the rate. The recalculated price becomes the final price. The Buyer’s disagreement with the recalculated price may be grounds for termination of the Agreement. Changes to the drawings of an approved design may be a legitimate reason for a change in the delivery date, which is confirmed by an assessment of the extent of the changes.

4. Invoicing and payment terms. The Buyer undertakes to pay the Seller for the Goods and for the maintenance and storage of the Buyer’s stamps / equipment and also for the transportation costs of the Goods (if established) according to the invoice (s) submitted by the Seller.

Payment shall be made by payment order to the specified bank account of the Seller in accordance with the price and payment terms agreed in advance by the Parties. Payment is deemed to have been made when the funds are credited to the Seller’s bank account.

If the Buyer is late in settling accounts with the Seller within the terms provided in this Agreement for up to 30 (thirty) calendar days, the Seller has the right to charge interest in the amount of 0.02% (two hundredth percent) on the overdue amount for each day of delay. If the Buyer is late in paying more than 30 (thirty) calendar days, the Seller has the right to charge 12% (twelve percent) annual interest on the total overdue amount.

Penalties are calculated until the final settlement with the Seller. The Seller, having issued a penalty invoice and provided it to the Buyer with the details specified in the Agreement, has the right to set off any received payment (regardless of the specified payment purpose) from the Buyer’s priority. The seller has the right to transfer the recovery of the debt to a third party of his choice. All reasonable and reasonable debt collection costs shall be paid by the Buyer in a non-contentious manner.

5. Taxes. Buyer agrees to pay any statutory fees for materials or services ordered under these Terms, unless otherwise agreed.

6. Product specifications and other documents. The Parties may exchange with each other the specifications, user manuals, technical standards and / or other documents related to the Goods and which are necessary for transactions in such Goods. If such documents are marked with a restricted use mark (eg “restricted use”, “official use”, “confidential”, etc.), the receiving Party is prohibited from using them for any purpose other than performance of the Contract, copying or otherwise to transfer the said documents to third parties.

7. Delivery.The Seller delivers the Goods in accordance with the delivery provisions specified in the special terms of sale of the Offer. Unless otherwise specified in the Offer, the intended delivery condition must always be EXW (Panevėžys) (Incoterms® rules, 2010). Unless otherwise specified in the Offer or the respective Order, the Buyer shall pay the costs of transportation and delivery of the Goods, the Buyer shall not be entitled to issue an invoice to the Seller for such costs of transportation of the Goods.

The Seller has the right, in its sole discretion: (i) at the Buyer’s risk and expense, to detain the Goods and delay their loading until the full price has been paid; (ii) reject the partially paid Offer and refund part of the price paid for the Goods, less interest / penalty interest accrued to the Buyer; (iii) to deliver the Goods in part, subject to payment received from the Buyer.

In case the Seller is responsible for the transport order, and the Buyer is late in making the final payment or submitting other necessary documents or data, and as a result transport downtime occurs, the Buyer shall pay the Seller a penalty of 120 EUR (one hundred and twenty euros) for each day of delay/downtime . In case the transport is canceled due to the fault of the Buyer, the Buyer shall pay the Seller a fine of 350 EUR (three hundred and fifty euros).

The Seller shall be deemed to have duly fulfilled the obligation to deliver the Goods if the quantity, quality, range, etc. of the Goods. meets the requirements of the Treaty and legislation. The Buyer shall be deemed to have duly fulfilled the obligation to accept the Goods if he has accepted all the Goods presented to him, the quantity, quality, range, etc. meets the requirements of the Treaty and legislation.

8. Inspection on delivery. The Buyer must inspect the Goods upon delivery. Any claims regarding the Goods that do not comply with the terms of the Agreement must be submitted within 1 (one) business day after the Buyer becomes aware of the non-compliance, but not later than within 10 (ten) business days from the delivery of the Goods to the Buyer. If the Seller does not receive any claims regarding the quality of the Goods within the said term, it is considered that the Goods are of good quality and have no defects or defects. In this case, the Buyer loses the right to make claims regarding the quality of these Goods and refuse to pay the price of the Goods or a part thereof.

If any quality defects are identified, the Buyer must inform the Seller within the terms and procedures set forth in 8 paragraph of this Conditions.

If the defects / shortcomings are confirmed, the Seller undertakes to eliminate them at his own expense within a reasonable period of time separately agreed with the Buyer.

If the Buyer does not agree to return the defective Goods to the Seller for the elimination of defects / repair or replacement of the Goods, the Buyer have the right to eliminate the defects / repair at his own, before that, having agreed in advance in writing with the Seller on the necessary repair work and the price of such work.

If the Buyer eliminates the defects / repairs the defects himself, without agreeing in writing the work and prices with the Seller, the costs of repairing such defects are paid by the Buyer at his own expense. In this case, the Buyer loses the right to demand from the Seller to cover the costs of elimination of defects / repair.

The Parties agree that the amount of the claim may not exceed more than 80 % of the selling price of the Goods.

9. Risk of Accidental Loss or Damage to the Goods. The risk of accidental loss of or damage to the Goods passes to the Buyer after the Seller delivers the Goods to the Buyer in accordance with the delivery terms specified in the Offer.

The Seller shall not be liable for the deterioration of the Goods if the Buyer or the persons to whom the Buyer handed over the Goods used them for purposes other than those for which such Goods are normally used, did not comply with the instructions, violated the rules of transportation, storage, use and / or storage of the Goods, and even if there are visible defects in the packaging of the Goods or other external defects not discussed in writing during the transfer of the Goods, whether the deterioration of the quality of the Goods is caused by the actions of the Buyer and other persons to whom the Buyer handed over the Goods. The burden of proof regarding the proper transportation of the Goods (if the transportation was performed by the Buyer’s forces), storage, use and / or storage lies with the Buyer.

10. Warehousing of goods. The Parties agree that the Product / Goods shall be picked up / removed from the Seller no later than within 3 (three) business days from the approved unloading date. Upon expiration of this term, the Goods / Product are automatically wrapped in a special storage film and transferred to the storage area for storage without separate notice.After packaging and removal of the Product / Goods for storage, the Buyer is issued an invoice for the completed Order (with VAT).The costs of coating with a protective film and storage shall be covered by the Buyer in accordance with the prices approved by by the Seller’s order.

11. Maintenance and storage of buyer’s stamps / equipment. In case the production of the Goods requires special stamps or other equipment, which belongs to the Buyer but is stored at the Seller’s premises, for the entire period of equipment maintenance and storage, the Buyer undertakes to pay the Seller repair, maintenance and storage fee according to the invoice (-es) issued by the Seller.

12. Transfer of ownership. Ownership of the Goods is transferred to the Buyer when he finally settles the Goods and pays any penalties / interest / interest under the Agreement (if any).

13. Returns. The Buyer has no right to return the delivered Goods without the prior approval of the Seller. If the Seller confirms the refund, the Buyer will be refunded 20% (twenty percent) less than the original amount indicated on the original invoice.

14. Statements and Warranties. The Seller represents and warrants to the Buyer that the Goods: (i) are new, suitable for sale on the EEA market and that they can be freely traded on the EEA market; (ii) do not have any defects that could affect their intended use; (iii) meets the standards applicable to similar types of goods; (iv) are not pledged, subject to title or any other restriction; and (v) meets applicable standards and product safety requirements.
15. Insurance. Unless the Seller is liable for any losses incurred, the Buyer shall protect the Seller from any claims of third parties for damage or liability and shall reimburse the Seller for any losses and expenses incurred as a result of such claims.

16. Contract termination. If the Buyer does not comply with the terms of the Agreement and does not eliminate violations of such terms and obligations within 5 (five) working days from the Seller’s written notice, the Seller may immediately terminate the Agreement in writing without going to court.

The Agreement may be terminated by the decision of either party upon 7 (seven) calendar days prior written notice if: (i) one of the Parties has failed to perform or has improperly performed one or more obligations arising from this Agreement and the injured Party 2 (two) times in writing upon request for performance of the obligation or rectification of the deficiencies, the other Party shall not do so within a reasonable period of time set by the injured Party; (ii) the other Party terminates or threatens to terminate its activities, is wound up, is the subject of insolvency proceedings or is assigned an administrator or liquidator to any part of the Party’s assets; (iii) if the obligations under the Agreement cannot be fulfilled by law; (iv) when the party does not agree with the recalculated price as specified in Article 3 of the Agreement.

17. Rights after termination of the Agreement. Except in cases where the Contract is terminated through the fault of the defaulting Party, neither Party shall be entitled to compensation in the event of termination or expiry of the Contract.

If the Contract is terminated through the fault of one of the Parties, the aggrieved Party shall be reimbursed for what the injured Party has paid / provided under the Contract and shall be compensated for the direct damage suffered as a result of the termination.

If the Agreement is terminated due to the fault of the Buyer, the advance payment paid by the Buyer remains with the Seller and the Buyer has no right to recover it. In this case, the advance payment made is considered to be the minimum indisputable loss incurred by the Seller as a result of the termination of the Agreement.

The Seller shall not be liable for consequential damages resulting from the non-performance of the Agreement, including the loss of income of the Buyer.

18. Confidentiality. Data protection. Except as otherwise required by law or for the purposes of performance of the Agreement, the Parties agree to keep this document confidential, not to disclose or use for their own benefit or for the benefit of any other person or entity the contents of the Agreement and / or any other knowledge or information or data that is transmitted or becomes known to the Parties in the performance of the Agreement (unless such information is known as public information or is obtained from commercial sources).

The Parties agree not to disclose confidential information, not to transfer their contractual rights and obligations under this Agreement to any third party without the prior written consent of the providing Party, except where such information is required to be disclosed by law, debt collection or legal, financial or a specialist / advisor in another field. A person to whom a Party discloses confidential information shall assume confidentiality obligations in accordance with the provisions of this paragraph and shall use such information only for the purpose for which it was provided. The provisions of this paragraph shall not apply to information which is or becomes publicly available or which is required by law to be disclosed. A Party in breach of its obligations under this Agreement to protect and not disclose confidential information shall indemnify the other Party for the damages caused by the breach of this Agreement and shall take all reasonable steps to remedy the consequences of such disclosure as soon as possible.

The Parties confirm that they lawfully process the personal data of each other’s representatives transferred to each other: name, surname, position, e-mail of the persons representing them. mail, tel. No., fax No., address, method of contact (e-mail, fax, post), the language most convenient to communicate with the specified person and have the right to transfer them to each other for processing by one Party. for the purpose of sale, purchase, exchange, return, conclusion of sales contracts and compliance with their provisions.

19. Notifications. All notices and other correspondence under the Agreement shall be in writing or in a manner that can be reproduced in writing. Notices shall be deemed to have been served on the other Party: (i) in the case of delivery by post or courier, on the third day after dispatch, unless the notice is actually received earlier; (ii) the date of delivery, when they are served in person; (iii) if an email is sent. by post, on the day of dispatch, when the recipient acknowledges receipt of the notification.

All notices and other correspondence addressed to the Buyer under the Agreement shall be in accordance with the contact information provided in the Ordinary Customer Agreement. In the event of a change in addresses, e-mail, telephone numbers, bank details, the Contracting Parties undertake to inform each other immediately in writing. A Party which has not notified of the change of the said details may not object to the actions of the other Party performed in accordance with the details notified to it in accordance with the procedure established in the Agreement.

20. Entire Agreement. The Agreement covers the entire agreement between the Parties and supersedes any plans, agreements, promises or agreements that exist or have been entered into between the Parties prior to the Agreement.

21. Separation. If for any reason any provision of the Agreement is declared invalid or is not fulfilled in whole or in part, the Parties shall amend the Agreement to bring it as close as possible to the substance of the Agreement. If the Parties do not amend the Agreement, the provision that is invalid or unenforceable shall be deemed deleted and the remaining provisions of the Agreement shall remain in force.

22. Changes. The Agreement (Offer, Order, Special Conditions and General Terms and Conditions of Sale) may be amended only in writing. Amendments not made in writing are considered invalid. For the avoidance of doubt, this clause does not limit the Seller’s right to change the General Terms and Conditions of Sale.

23. Assignment. Neither Party may assign contractual rights or obligations to any third party without the prior written consent of the other Party.

The Seller may transfer claims submitted to the Buyer for the purposes of debt collection.

24. Circumstances of force majeure. Neither party shall be liable for non-compliance with the Agreement if it occurs due to circumstances beyond its control, including changes in legislation, regulations, actions of any state or municipal authority, riots, military operations, natural disasters or other circumstances of force majeure. In the event of force majeure, the Parties shall continue to fulfill their contractual obligations. If the force majeure circumstances continue for more than 45 days, either Party may terminate the Agreement by giving written notice to the other Party.

The Parties have agreed that fire, flood, theft or similar events shall not be considered as force majeure circumstances, if this is due to the Buyer’s actions or negligence (inaction) or if such circumstances are the responsibility of a third party.

25. Applicable law. The Agreement is implemented and interpreted on the basis of laws of the Republic of Lithuania.

26. Dispute settlement. Any disputes, disagreements or claims arising out of or in connection with the Agreement shall be settled by negotiation. If the Parties do not agree within 30 (thirty) days from the beginning of the negotiations, any dispute shall be finally settled in accordance with the laws of the Republic of Lithuania, in a competent court in Vilnius, and in case of a transaction value exceeding EUR 50000 (fifty thousand euros).

 

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