3. Procedure for ordering the Goods

• Remedy defects of the Goods and require the Seller to pay the costs of remedying such defects. The Buyer is not obliged to inform the Seller in advance or agree with the Seller on either the amount of the repair costs or the method of repair;
• Require replacement of the Goods with Goods of proper quality;
• Reduce the price of the Goods (to the extent indicated by the Buyer and at the Buyer’s discretion, assessing the possibility of limited use of the defective Goods or the possibility that the duration of use of the Goods may be shorter);
• Refuse to accept the Goods and require the difference in price between the substitute goods ordered by the Buyer and the Goods.

The Buyer shall, solely at its discretion, choose which of the above rights it intends to exercise and shall not be obliged to justify such choice in any way.

• The Buyer shall notify the Seller in writing of defects in the quality of the Goods. The Seller must, no later than within 3 business days from the receipt of the claim, arrive and inspect the defective Goods. If the Seller fails to arrive, it shall be deemed that the defects in the quality of the Goods identified by the Buyer are binding on the Seller.
• The Buyer must allow the Seller’s representatives to verify the facts stated in the claim and, together, to draw up an inspection report for the Goods within the above time limit.
• If the Parties disagree on the non-conformities of the Goods, the Buyer must apply to an independent expert selected by mutual agreement of the Parties, whose decision shall be binding on the Parties. The Buyer pays the expert’s fees, however the Seller shall compensate such costs incurred by the Buyer if it is determined that the Goods do not comply with the requirements of this Agreement.
• If the Parties fail to agree on the appointment of an independent expert, either Party shall have the right to select an expert unilaterally, covering the costs thereof. The decision of an expert selected unilaterally shall not be binding on the other Party.

• If the Special Terms and Conditions or the Order provide that the Seller must train the employees of the Buyer or the Client to use the sold Goods, such training shall be conducted on the Buyer’s premises and in the manner, duration and frequency specified in the Special Terms and Conditions. Training shall be conducted in Lithuanian, unless another language is provided for in the Special Terms and Conditions.
• Unless otherwise provided for in the Special Terms and Conditions, it shall be deemed that the training price is included in the Price of the Goods and the Buyer shall not pay additionally for training.

• If the Special Terms and Conditions, the Order or the annexes thereto provide that the Goods must be tested and/or their operation must be tested, the Seller shall organize or carry out such tests at its own expense and provide the Buyer with the test results in accordance with the requirements of the Buyer or the Agreement documents. Goods whose test results do not meet the set requirements shall be deemed to be of improper quality and such deficiency in the quality of the Goods shall be resolved on the basis of the provisions of the Agreement providing for the elimination of defects in the Goods and liability therefor.
• Before testing/trials, the Seller must provide all instructions and other documents of the Goods, and after trials and testing, supplement and adjust them accordingly if there are grounds to do so, and provide updated versions to the Buyer no later than 3 days from the approval of the trials and testing results.
• The results of trials/testing must be confirmed in writing by the Buyer, whose representatives must participate in carrying out the trials/testing; therefore, the Seller must notify the Buyer of readiness to perform trials/testing no later than 3 business days in advance.

• The Prices of the Goods, as well as the prices of the Services provided by the Seller together with the Goods, shall be determined in annexes drawn up to the Special Terms and Conditions and Orders.
• During the validity period of the Special Terms and Conditions, the Seller may not increase the Prices of the Goods.
• If no Special Terms and Conditions have been concluded between the Parties and/or their validity has expired and/or they do not provide for the Prices of the Goods, the Prices of the Goods shall be determined in the Orders submitted under these General Terms and Conditions. In such case, such prices shall apply only to the Goods and their quantity specified in the Order.

• Costs of preparing projects and drawings, if the Seller needs to prepare them for the production of the Goods;
• Costs of supplying the Goods, their delivery, installation, commissioning, adjustment, and testing;
• Costs of packaging, loading, transit, unloading, unpacking, inspection, insurance and other costs related to the Goods;
• Customs duties and taxes payable for the Goods;
• All costs related to preparation and submission of documents required by the Buyer;
• Costs of assembling delivered Goods at the site and/or putting them into operation and/or supervision of such works;
• Costs of supplying materials, tools and equipment necessary for assembling and/or maintaining the delivered Goods;
• Costs of providing instructions for use and maintenance;
• Costs of warranty service of the Goods for the period specified in the Agreement;
• Costs of training the Buyer’s employees at the Buyer’s company and/or another location, if employee training is provided for in the Special Terms and Conditions;
• Other costs of the Seller related to the performance of the Agreement.

• Together with the advance payment invoice, the Seller has provided the Buyer with an advance payment security acceptable to the Buyer in form and content – a bank guarantee or a surety insurance letter issued by an insurance company, or other security for the performance of contractual obligations, for an amount not less than the amount of the advance specified in the Special Terms and Conditions (hereinafter – the Advance Payment Security).
• Before providing the Advance Payment Security, the Seller may request the Buyer to confirm that the Buyer agrees to accept the Advance Payment Security offered by the Seller. In such case, the Buyer must respond to the Seller no later than within 5 business days from the date of receipt of the Seller’s request. The Buyer’s confirmation of the acceptability of the content and form of the Advance Payment Security shall not eliminate the Seller’s obligation to renew or provide a new Advance Payment Security if it becomes invalid, unenforceable or otherwise gives rise to objective doubts for any reason.
• Under the Advance Payment Security, the bank (insurance company) must irrevocably and unconditionally undertake, no later than within 15 days from the Buyer’s written notice of non-performance of the Agreement or termination of the Agreement due to the Seller’s fault, to pay the security amount to the Buyer by transferring the funds to the Buyer’s account.
• The bank (insurance company) shall have no right to require the Buyer to substantiate its claim.
• The amount of the Advance Payment Security must be indicated and paid in euros.
• The Advance Payment Security must be drawn up in Lithuanian or another language acceptable to the Buyer.
• An Advance Payment Security that does not meet the requirements set out in this Article of the Agreement will not be accepted.
• If, during performance of the Agreement, the bank (insurance company) that issued the Advance Payment Security is unable to fulfill its obligations, the Buyer may require the Seller in writing to provide a new Advance Payment Security within 10 business days, under the same terms as the previous one.
• The Buyer shall pay the advance to the Seller within 10 business days from the date of receipt of the advance payment invoice and the Advance Payment Security (if applicable), unless a different advance payment term is provided for in the Special Terms and Conditions. Unless otherwise specified in the Special Terms and Conditions, the amount of the advance paid to the Seller shall be deducted from the first amounts payable to the Seller under the Agreement.
• Upon termination of the Agreement, the Seller must refund the advance received to the Buyer within 5 business days (if part of the Goods has been delivered, accepted by the Buyer and can be used for its intended purpose – the part of the advance that exceeds the Price of the Goods accepted by the Buyer shall be refunded). If the Seller does not refund the advance received, the Buyer shall use the Advance Payment Security (if applicable).

• The Buyer shall pay for the Goods and Services received under this Agreement by bank transfer to the Seller’s bank account within the time limits specified in the Special Terms and Conditions and the Order.
• If the payment term is not specified in the Special Terms and Conditions and the Order, the Seller’s invoices shall be paid within 60 calendar days from the date of submission of the invoice and delivery/transfer of the Goods to the Buyer.
• The Buyer shall accept invoices at the email address specified in the Special Terms and Conditions.
• The Buyer shall have the right to withhold payments or part thereof if it does not accept the Goods due to their improper quality or if the Client refuses to pay the Buyer for them. Payments shall be withheld until the dispute with the Client is resolved. The Seller must provide the Buyer with all possible assistance in the relationship with the Client.

• The Goods shall be delivered to the Buyer by the Seller, unless the Parties have agreed otherwise separately in the Order or the Special Terms and Conditions.
• The Goods shall be accepted by a person or group of persons appointed by the Buyer, who must create conditions for the Seller’s representative/driver-forwarder to unload the cargo (Goods and/or equipment) within the established delivery deadlines at the Place of Delivery of the Goods.
• The Goods shall be delivered to the Buyer together with documents of supply of the Goods (transfer and acceptance deed, consignment note or other relevant document provided by the Seller’s representative, which shall also be deemed the transfer and acceptance deed for the Goods) and a document of conformity of the Goods (declaration of performance), and requirements for storage and keeping of the Goods.

• The Goods shall be transferred at the Seller’s point of sale together with a VAT invoice (which shall also be deemed the transfer and acceptance deed for the Goods) and together with a document of conformity of the Goods (declaration of performance). In this case, the Buyer shall be fully responsible for the quantity of loaded Goods and transportation from the moment of their transfer to the Buyer.
• The Seller loads the Goods into the Buyer’s vehicle. The Seller may refuse to load the Goods into a technically defective vehicle.
• The Seller must ensure that at the time specified in the Order or the Special Terms and Conditions the Goods are transferred to the Buyer, and if the Goods are not transferred or are transferred later, the Seller undertakes to reimburse the Buyer’s transport costs incurred (carriage cost, downtime cost, etc.).

• Upon acceptance of the Goods, the Buyer checks the quantity and assortment of the Goods according to the Goods delivery documents prepared by the Seller.
• The Parties clearly confirm their understanding that if the Goods are packaged and it is impossible to check the quantity of the Goods, the assortment of the Goods or the quality of the Goods without unpacking them, in all these respects the Buyer shall check the Goods no later than within 30 days from receipt of the Goods. In such case, the signatures of the Responsible Persons on the acceptance documents shall not mean or confirm the compliance of the Goods with the requirements of the Order or the Agreement.
• If, upon acceptance of the Goods, deficiencies of the Goods and/or equipment are identified, a deficiency report shall be drawn up. If a dispute arises between the Buyer and the Seller during acceptance regarding the causes of a shortage in the quantity of the Goods, an expert of an institution performing expert examination of the Goods may be invited at the request of the Buyer or the Seller. All costs related to acceptance of the Goods (vehicle downtime, calling and arrival of the Seller’s representative, calling experts and the like) shall be borne by the Party at fault.

• The Buyer shall have the right to inspect, check, measure and test the Goods, their parts and the quality of work, as well as to check the preparation and manufacture of any Goods provided for in the Agreement in order to ensure that all materials, their parts and the quality of work are of the required quality and scope.
• All such inspections are carried out at the place of preparation or manufacture of the Goods or at the place of acceptance.
  If the Buyer decides that inspection/testing of the Goods is required, the Goods shall be accepted only after such inspection/testing has been performed. Such inspections (tests) shall be carried out at the Seller’s expense. Inspections and tests may be performed prior to dispatch, or upon delivery to the Place of Delivery of the Goods.
• The Buyer shall inform the Seller about the need to test the Goods by email or in the Order.
• The Buyer shall have the right to require:
  1) by the specified deadline, to remove from the Place of Delivery of the Goods the Goods that do not comply with the requirements of the Agreement, with the costs of such removal being borne by the Seller;
  2) to replace the Goods that do not comply with the requirements of the Agreement with proper Goods and/or install them in accordance with the requirements of the Agreement;
  3) at the Seller’s expense, to remedy the identified defects of the Goods.
• The provisions of this Article shall not eliminate the Buyer’s other rights in the event of receiving Goods of improper quality, nor shall they relieve the Seller from performing warranty or other obligations under the Agreement.

• The Goods are new, unused.
• All Goods are free from defects;
• c) All Goods comply with the requirements applicable to them – the specifications set out in the Special Terms and Conditions, Orders and annexes to these documents.

• 24 months from the date of transfer of the Goods to the Client;
• Where the Goods form an integral part of a construction object/result, the quality warranty periods provided for the result of works shall apply to the Goods, respectively: 5 years as the general quality warranty period; 10 years for hidden elements; 20 years for intentionally concealed defects.

• The Seller must, as soon as possible at its own expense, eliminate all defects of the Goods noticed or malfunctions occurring during the warranty period. This also includes malfunctions and defects of the result of the Buyer’s works caused by the Goods.
• If the Seller does not eliminate the defect or malfunction within the period specified in the Buyer’s notice and it is possible to eliminate the defect, the Buyer shall have the right to hire other persons to carry out this work at the Seller’s liability and expense. In such case, the Buyer’s costs incurred shall be deducted from the amounts payable to the Seller, or its security shall be used if it was provided, or the Seller shall pay the indicated costs to the Buyer’s specified account.
• In cases of special urgency, where it is not possible to contact the Seller immediately, or where contact is made but the Seller cannot or refuses to take the indicated measures, or if the Seller does not inform about the exact times and methods of defect elimination, or if the Seller denies its obligation to eliminate defects, the Buyer may carry out the works at the Seller’s expense without waiting for the expiry of the term set for the Seller. The Buyer shall inform the Seller about the defect elimination works performed by submitting an invoice for payment of such works.
• If defects are repeatedly identified in repaired Goods and/or a repaired part of the Goods, the Seller must replace the Goods with new Goods of proper quality, unless the Buyer agrees in writing to repair the Goods again.
• If elimination of defects of the Goods may affect the functionality of the Goods, the Buyer may require the Seller to re-test the Goods (if such tests were provided for). The Buyer must submit such request to the Seller in writing within 30 days after elimination of the defects of the Goods. Such tests shall be performed under the conditions of previously performed tests and, in all cases, shall be performed at the Seller’s risk and expense.
• The Seller, having eliminated all defects of the Goods, must notify the Buyer thereof in writing. Only from the date of receipt of such notice shall it be deemed that the Seller has completed the elimination of defects. Accordingly, the Buyer shall, within 5 business days, verify the results of the elimination of defects and notify the Seller in writing whether the defects were eliminated properly.

• The Seller hereby confirms that its managers, shareholders and ultimate beneficial owners are not citizens of states hostile to the Republic of Lithuania and/or legal entities established therein, have no business or other relations with them and are not related to persons residing, established, operating and living in states hostile to the Republic of Lithuania.
• At the Buyer’s request, the Seller undertakes to complete and submit to the Buyer a “Know Your Client” (KYC) questionnaire in the form established by the Buyer, as well as all documents confirming the answers provided therein. Also, in the event of any change in the data indicated in the KYC questionnaire, the Seller undertakes to immediately update the questionnaire data and provide evidence confirming the updated data no later than within 3 days from the relevant change.
• The Seller, having failed to disclose, having withheld, having misled regarding the circumstances indicated above in this Article or having provided false and/or incorrect information about its managers, shareholders and beneficial owners, undertakes to pay the Buyer compensation equal to EUR 30,000 for each such case discovered and to indemnify the Buyer for all losses incurred, including lost income or lost opportunities to participate in public procurement.

• Reimburse the difference between the price of its Goods and the price of the goods offered by third parties;
• Pay the penalties specified in this Article until the moment the Buyer receives the substitute Goods;
• Compensate the penalties applied by the Client.

If the Buyer has no possibility to obtain substitute Goods for the Seller’s Goods and the Seller does not deliver them within 7 calendar days from the date of submission of the Seller’s notice regarding the non-conformity of the Goods, the Seller undertakes from day 8 to pay compensation of 0.5% of the total Contract Price including VAT, but not less than EUR 1,000, for each day until proper Goods are delivered.

If losses were caused to the Client or any third party due to improper quality of the Goods, the Seller shall ensure that all such third-party and/or Client claims are taken over from the Buyer by the Seller and the Seller shall itself resolve such claims directly, protecting the Buyer from any and all losses or costs related to such claims.

• Technical specification;
• Order;
• Special Terms and Conditions;
• General Terms and Conditions;
• Seller’s commercial offer.

• The Buyer delays payment for Goods of proper quality, assortment and quantity for more than 60 calendar days;
• The Buyer goes bankrupt, is liquidated, or suspends economic activity.