Business | Contracts
GENERAL TERMS
| 1. Agreement information | |
| 1.1. Version of the General Terms: |
20250314_v01 |
| 1.2. Agreement: | This Agreement consists of the Order, Special Terms, General Terms, and all annexes concluded to any of the listed documents. In case of contradictions between the Special Terms and the General Terms, the Special Terms shall prevail. In case of contradictions between the Order and the Special Terms or General Terms, the Order shall prevail. |
| 1.3. Subject of the Agreement | By this Agreement, the Seller undertakes to sell the Goods to the Buyer, and the Buyer undertakes to purchase the Goods, accept them, and pay for them under the conditions and procedure provided in the Agreement. |
| 2. Definitions: | |
| 2.1. Buyer | The legal entity indicated in the Special Terms. |
| 2.2. Seller | The natural or legal person indicated in the Special Terms who undertakes to sell the Goods to the Buyer. |
| 2.3. Goods | The Goods specified in the annexes to the Special Terms, which are sold to the Buyer under the Agreement. The Seller undertakes to ensure that the entire quantity and assortment of Goods specified in the annex to the Special Terms, at no higher than the indicated price, is available to the Buyer for purchase throughout the validity of the Agreement. |
| 2.4. Place of Delivery of Goods | A construction site, warehouse, or building site to which the Goods must be delivered at the Buyer’s instruction and where the Services must be provided. |
| 2.5. Services | Services related to the Goods, which the Seller undertakes to provide under the conditions established in the Order or the Special Terms. |
| 2.6. Project | A project implemented by third parties, the exact name of which is specified in the Special Terms or the Order, and in which the Buyer carries out work using the Goods supplied by the Seller. |
| 2.7. Order | The Buyer’s order of Goods and/or Services submitted to the Seller by email, indicating the type of Goods ordered (specification (class), name, other parameters), quantity, date and time of dispatch (to the hour), method, date and time of delivery, recipient details, type of Services provided, and any other information the Buyer considers necessary related to the supply of Goods. |
| 2.8. Client | A natural or legal person for whose benefit the Buyer carries out work using materials sold by the Seller under the Agreement. |
| 2.9. Total Contract Price | The Total Price indicated in the Special Terms. |
| 2.10. Price of Goods | The individual prices of the Goods indicated in the annexes to the Special Terms. |
| 2.11. Responsible Persons | Persons appointed to implement the Agreement from the Buyer’s and Seller’s side, responsible for resolving issues related to the execution of the Agreement. These persons and their contact details are provided in the Special Terms or, if there are several, in the annex “List of Responsible Persons” to the Special Terms. Responsible Persons are authorized, on behalf of the Parties, to place Goods Orders and/or carry out their acceptance and sign accompanying documents. The Parties must inform each other in writing about changes of Responsible Persons by updating the information in the Purchase Portal managed by the Buyer. |
| 2.12. Purchase Portal | The Buyer’s managed and administered procurement portal at https://portal.viacorex.com/, where the Seller must have created an account used for submitting offers and reviewing the Buyer’s purchasing needs. Documents submitted by the Buyer and Seller to each other via this Purchase Portal shall form an integral part of the Agreement and be binding on the Parties. |
3. Goods ordering procedure |
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| 3.1. Submission of the Order | The supply of Goods to a specific Place of Delivery of Goods is carried out based on Orders submitted by the Buyer. Orders are submitted to the Seller by the Responsible Person by email and/or through the Purchase Portal. The Responsible Persons are responsible for accepting Orders, executing them, signing the accompanying documents, and providing information related to the Orders. In the case where the Agreement is concluded for the one-time purchase of a specific quantity and assortment of Goods, no Orders are made, and the Special Terms are considered equivalent to the Order. |
| 3.2. Content of the Order | The Order specifies the type of Goods ordered (specification (class), name, other requirements), quantity, description of required related Services, method of delivery, date and time, Place of Delivery if different from that specified in the Special Terms. The Price of Goods in the Order is calculated based on the Prices of Goods indicated in the annexes to the Special Terms. |
| 3.3. Confirmation of the Order | An Order submitted by the Buyer that does not exceed the quantities of Goods agreed upon in the Special Terms is not subject to confirmation and is executed immediately. If the Buyer exceeds the quantities agreed in the Special Terms, the Seller must confirm the Order within two working days of receiving it or inform about the conditions under which they agree to execute the Order. In such case, the Order is considered confirmed when both Parties agree and confirm the submitted Order, either by exchanging emails confirming its conditions or by signing the Order (e.g., with electronic signatures). |
| 3.4. Execution of the Order | The Seller has no right to suspend, delay, or postpone the execution of the Order. If any obstacles arise in the execution of the Order, the Seller must immediately inform the Buyer. Such notification does not relieve the Seller of responsibility for untimely fulfillment of the Order. |
| 4. Goods | |
| 4.1. Special purpose | If the Special Terms specify a specific Project and/or Client whose requirements the Goods must meet, the Seller undertakes to familiarize themselves with such requirements in detail and ensure that the Goods they sell fully comply. Upon concluding the Agreement, it is deemed that the Seller has fully acquainted themselves with all requirements for the Goods and confirms that the Goods comply. In such case, the Seller is responsible for the compliance of the Goods with the standards and for their suitability for the Projects in which they will be used. That is, the Seller is liable if the Goods they offer, even if chosen by the Buyer, do not meet the technical specifications of the Project specified in the Special Terms or the Order, or are unsuitable for the Project needs. |
| 4.2. Quantity and assortment | The Buyer is not obliged to purchase the quantity of Goods specified in the Special Terms and has the right to purchase a smaller quantity. Accordingly, the Seller must in all cases ensure that the quantity of Goods specified in the Special Terms (or their annexes), if ordered by the Buyer, is delivered within the deadlines specified in the Agreement. The Seller has no right to refuse to sell to the Buyer the quantity and assortment of Goods specified in the Special Terms. |
| 4.3. Origin of Goods | The Seller undertakes to ensure that the origin of the Goods sold under the Agreement is not from states hostile to the Republic of Lithuania. If any part of the purchased Goods consists of raw materials/materials/parts manufactured in or originating from states hostile to the Republic of Lithuania, the Seller undertakes to disclose this information before the conclusion of the Agreement. If the Seller does not disclose the true origin of the Goods, conceals information, or provides false and/or incorrect information, they undertake to pay the Buyer compensation of 30,000 EUR for each such case and compensate all losses incurred by the Buyer, including lost income or opportunities to participate in public procurements. |
| 4.4. Quality | The Seller guarantees that, at the time of transfer to the Buyer, the Goods will comply with the applicable requirements set out in the relevant Lithuanian standards and accompanying annexes. The Goods must comply with all separate requirements specified in the Special Terms, Orders, and related documents. |
| 4.5. Intellectual property rights | If the Buyer needs licenses, consents, permits, or other proprietary copyrights to use the Goods, it is considered that the Seller transfers and must transfer all such rights, permits, and licenses together with the Goods to the Buyer, and their cost is included in the Price of Goods. The Seller transfers such rights to the Buyer’s ownership along with the Goods under the Agreement, which the Buyer may use, transfer, assign, or publish as deemed appropriate without any geographical or other restrictions. Such transfer is carried out by the Goods transfer act or VAT invoice, without separate indication that such rights are also transferred. |
| 4.6. Goods documents | For each type of Goods, the Seller provides a document of conformity (declaration of performance, product certificates) confirming the quality of the Goods, as well as other documents required by applicable law and in the required form and/or indicated in the Order or Special Terms. The Seller must also provide the Buyer with instructions for the use and maintenance of the Goods, detailing how to use, maintain, store, safeguard, adjust, repair, and test any parts of the Goods. Until such instructions are provided, the Goods are considered incomplete. All documents related to the Goods must be provided in Lithuanian unless otherwise agreed in the Special Terms or the Order. The Seller undertakes, in accordance with the Order of the Minister of Environment of the Republic of Lithuania of 2 July 2008 No. D1-360 (on the procedure for accounting chemical substances and preparations), to provide safety data sheets of purchased chemical substances and mixtures and other information specified in the annex. Safety data sheets must comply with the REACH regulation, as amended by Commission Regulation (EU) 2020/878. Documents must be provided by email. |
| 5. Services | |
| 5.1. Employee training |
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| 5.2. Testing/trials |
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| 6. Agreement Price | |
| 6.1. Prices of Goods |
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| 6.2. All Seller’s expenses included in the Price of Goods | The Seller must include in the Price of Goods all costs related to the Goods, including:
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| 6.3. Advance payment | If the Special Terms or the Order specify an advance payment to the Seller, the Buyer shall pay it only under all these conditions:
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| 6.4. Payment procedure |
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| 7. Delivery of Goods | |
| 7.1. Delivery term | The Goods must be delivered within the deadline specified in the Order or Special Terms. Goods may be delivered earlier only with prior written consent of the Buyer. |
| 7.2. Delivery schedule | If the Special Terms stipulate that the Seller delivers Goods according to a delivery schedule, the Buyer must, within 14 days after the Agreement enters into force (or other deadline specified), prepare and submit the delivery schedule for approval. Each deadline specified in the Schedule is considered a delivery term, and delays are subject to liability under this Agreement. |
| 7.3. Place of Delivery of Goods | Unless otherwise agreed in the Order or Special Terms, Goods must be delivered to the construction site specified in the Order at the Seller’s expense. If the Buyer wishes to collect the Goods with their own transport, this must be indicated when placing the Order. |
| 7.4. Acceptance of Goods at Place of Delivery |
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| 7.5. Delivery costs | If the Seller delivers the Goods themselves, all delivery costs are included in the Price of Goods, and the Seller may not request extra payment. |
| 7.6. Collection of Goods from Seller | If the Buyer collects Goods themselves:
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| 7.7. Inspection of Goods’ quality, assortment, and quantity |
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| 7.8. Testing of Goods |
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| 8. Risk of accidental loss or damage | The Goods are considered delivered upon the Buyer’s signature on the handover act (including VAT invoice). From that moment, the risk of accidental loss or damage passes to the Buyer. |
| 9. Ownership of Goods | Ownership of the Goods transfers to the Buyer upon signing the handover act (including VAT invoice). |
| 10. Warranty of Goods quality | |
| 10.1. Seller’s warranty | The Seller guarantees that:
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| 10.2. Warranty periods | The Seller provides the warranty period specified in the Special Terms. If not specified, the warranty is:
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| 10.3. Suspension of warranty period | Warranty periods are suspended while the Buyer cannot use the Goods due to defects for which the Seller is responsible. After defect elimination, warranty restarts for the repaired/replaced Goods from the handover date. |
| 10.4. Defect elimination during warranty |
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| 11. Seller’s compliance with national security requirements |
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| 12. Confidentiality | All information disclosed by one Party to the other, in any form or manner, even if not marked as confidential, relating to the conclusion, content, or execution of this Agreement, shall be considered confidential information. The Parties undertake to protect and not disclose such information to any third party without prior written consent of the other Party, except in cases required by European Union or Lithuanian law. |
| 13. Liability | |
| 13.1. Delay in delivery of Goods | The Seller undertakes to pay the Buyer 0.1% of the total Contract Price including VAT, but not less than 500 EUR, for each day of delay in delivery. The Buyer informs the Seller that the Goods will be used in strategic projects in Lithuania and abroad, where strict deadlines and penalties apply. Therefore, if the Seller’s delay causes delays in the Buyer’s work, the Seller must additionally compensate all sanctions applied to the Buyer and additional costs incurred to catch up with the Project schedule. |
| 13.2. Non-conformity of assortment and quantity | The Seller must remedy non-conformities in assortment or quantity within 3 working days after notification. For these days, and each subsequent day until conformity is restored, the Seller must pay the Buyer 0.1% of the total Contract Price including VAT, but not less than 500 EUR. If non-conformities are not eliminated within 7 calendar days, the Buyer may terminate the Order (in the non-conforming part) and place a replacement Order with third parties. In that case, the Seller must:
If replacement Goods cannot be obtained and the Seller still fails to deliver within 7 days, starting from the 8th day the Seller must pay 0.5% of the total Contract Price including VAT, but not less than 1000 EUR, for each day until proper Goods are delivered. |
| 13.3. Infringement of intellectual property rights | The Seller guarantees compensation of all Buyer’s losses for claims arising from unlawful use or infringement of copyrights, patents, licenses, designs, drawings, models, product names, or trademarks in connection with the use of the Goods. |
| 13.4. Late payment | If the Buyer fails to pay on time for Goods and Services, they must pay the Seller 0.01% daily interest of the overdue amount for up to 30 days, and 0.05% daily if overdue more than 30 days. |
| 13.5. Minimum non-compensable damages | Compensations, penalties, fines, and other sanctions provided in the Agreement are considered minimum, non-compensable damages presumed suffered by a Party due to breach. The claiming Party does not need to prove them, and the obligation to pay was assumed upon signing. Each Party had the right not to enter into the Agreement if such penalties were unacceptable, therefore cannot dispute them later. |
| 13.6. Liability towards Client and third parties | When Goods delivered to the Buyer are handed over to the Client, the Seller is directly liable to the Client for quality and any losses related to non-conformity. The Client acquires all Buyer’s rights under this Agreement and may make claims directly against the Seller. If losses occur to the Client or third parties due to defective Goods, the Seller must take over such claims from the Buyer and resolve them directly, indemnifying the Buyer against all related losses or expenses. |
| 13.7. Liability for termination | If the Agreement is terminated by the Buyer due to Seller’s fault, the Seller must pay compensation equal to 10% of the total Contract Price including VAT. Payment does not release the Seller from liability for other damages exceeding this amount. |
| 14. Buyer’s intellectual property | The Seller may not use the Buyer’s symbols, logos, names, or trademarks in any communication, advertising, or marketing, nor use the Buyer’s intellectual results without prior written consent. For violation, the Seller is fined 1% of the Contract Price including VAT, but not less than 10,000 EUR per violation. |
| 15. Personal data protection | The Parties undertake to ensure security of personal data and process it lawfully, in compliance with Regulation (EU) 2016/679 (GDPR) and other applicable laws. If personal data is processed for execution of the Agreement, the Parties undertake to conclude a separate data processing agreement specifying subject, duration, nature, purpose, data categories, and responsibilities. |
| 16. Validity | |
| 16.1. Entry into force | The Agreement enters into force upon signing the Special Terms electronically or confirming them in the Purchase Portal. Once effective, the General Terms, Special Terms, and annexes are binding. The General Terms remain valid indefinitely. |
| 16.2. Validity of Special Terms | The Special Terms may have a shorter validity than the Agreement; their validity is specified therein. After expiry, the General Terms and Orders under them remain in force. |
| 16.3. Document inconsistencies | The documents forming the Agreement must be interpreted as complementary. Any inconsistencies or ambiguities are resolved in the following order of priority:
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| 16.4. Amendments to General Terms | The Buyer may review and amend the General Terms at their discretion. The Buyer informs the Seller in writing, indicating the version number. The applicable version is the one specified in the Special Terms. If not specified, the publicly available version at the time of Order submission applies. |
| 16.5. Amendments to Special Terms | The Special Terms, Orders, and other documents (except the General Terms) may only be amended by mutual written agreement of both Parties, signed by authorized representatives. |
| 17. Termination of the Agreement | |
| 17.1. Buyer’s right to terminate | The Buyer has the right to unilaterally terminate the Agreement by notifying the Seller 30 calendar days in advance without providing reasons. In such case, the Buyer must settle for Goods already delivered. The Buyer may also terminate the Agreement due to the Seller’s fault if the Seller delivers Goods of non-conforming assortment, quantity, or quality and fails to remedy within 3 working days after notice. In such case, the Buyer may terminate on the 4th working day by written notice, and the Seller must pay the agreed compensation and damages. |
| 17.2. Seller’s right to terminate | The Seller may unilaterally terminate the Agreement by written notice only in the following cases:
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| 17.3. Surviving provisions | Upon termination or expiry of the Agreement, the provisions on settlement, liability, confidentiality, and dispute resolution remain valid until obligations arising before termination are fulfilled. |
| 18. Governing law | This Agreement and all rights and obligations arising from it are governed by the laws of the Republic of Lithuania. The Agreement is concluded and must be interpreted under Lithuanian law. |
| 19. Dispute resolution | Disputes shall be resolved in the courts of the Republic of Lithuania in accordance with Lithuanian law. Territorial jurisdiction – Vilnius city. |
| 20. Assignment of rights and obligations | The Seller may not assign its rights and/or obligations under this Agreement to third parties without prior written notice and consent from the Buyer. The Buyer may assign its rights and obligations within the “Fegdos Group” companies without Seller’s consent, notifying the Seller accordingly. |
| 21. Agreement for the benefit of third parties | The Parties agree that the Buyer’s rights under this Agreement may also be exercised, and Goods purchased, by any company belonging to the “Fegdos Group” – including UAB “Fegda”, RUAB “Alkesta”, UAB “Tilsta”, UAB “SRP Projektas”, and others. |
| 22. Notices | Notices are sent by the Parties to the email addresses specified in the Special Terms and Orders and may also be provided through the Purchase Portal. Any notices (documents) sent by one Party before being informed of a change of details are considered duly delivered. All notices take effect upon sending. |