AGREEMENT FOR THE SALE AND PURCHASE OF GOODS

UAB “Joldija”, company number: 133865639, address: Tikslo g. 10, Kumpiai Village, Kaunas District Municipality (hereinafter the Seller), represented by Head of Sales department Linas Viskanta acting in accordance of power of attorney ĮG-7, and hereinafter the Buyer and the Seller collectively referred to as the Parties, and individually, as a Party, have entered into the following Agreement for the Sale and Purchase of Goods, hereinafter referred to as the Agreement:

1. Subject-Matter of the Agreement

1.1  Under the terms and conditions herein, the Seller undertakes to sell and deliver to the Buyer the goods ordered by the Buyer (hereinafter the Goods) as specified in the Buyer’s order pre-agreed between the Parties, whereas the Buyer undertakes to settle the accounts for the transferred Goods under the terms and conditions herein.
1.2  This Agreement shall be a long-term cooperation agreement and serve as the basis for the continuous sale of the Goods under individual orders placed by the Buyer and approved by the Seller.
1.3  All sale and purchase transactions to be carried out between the Parties during the duration of this Agreement shall be governed by the provisions thereof.

2. Price of the Goods, Ordering and Payment Arrangements

2.1  The characteristics of individual Goods and the delivery terms and conditions thereof shall be agreed by the Parties via email by confirming the Buyer’s order. Unless the Parties agree otherwise in writing, by placing an order, the Buyer shall approve the Seller’s commercial offer: (i) the description of the Goods: name, properties, applicable standards, offered warranty; (ii) the price of the Goods (price per unit, quantity of the Goods ordered, total order value) and the delivery fees; (iii) the delivery terms and conditions: deadline, purchase schedule (quantities of the Goods and supply periods), place of delivery, INCOTERMS (2010) clauses, packaging and storage conditions.
2.2  The Seller shall inform the Buyer in writing, within 2 (two) working days after the order placed by the Buyer was received, of the order confirmation or rejection. If the Seller fails to confirm or reject the order placed for the Goods within the time limit provided for in this paragraph, it shall be deemed that the order for the Goods was not approved and shall not be fulfilled. If the Seller wishes to modify the particulars specified in the order for the Goods, it shall notify the Buyer in writing within the time limits laid down in this paragraph. Should the Buyer fail to inform the Seller in writing on the following day at the latest of the fact that the amended details of the order for the Goods are unacceptable, such a modified order for the Goods shall become binding on the Buyer.
2.3  The Parties expressly confirm that the right to place and accept orders for the Goods intended to the other Party by email shall be vested exclusively with the responsible persons listed in Annex 1 to the present Agreement, while the orders shall be sent and accepted at the email addresses referred to in the above Annex.
2.4  Unless otherwise agreed by the Parties in writing, the Buyer shall not be entitled to cancel or modify any order already placed or suspend the fulfilment thereof after the order was confirmed.
2.5  In terms of the performance of the Agreement, the Parties shall rely on the principles of business planning and arrangements. Therefore, under this Agreement the Buyer undertakes to purchase the entire quantity of the Goods specified in the order agreed by the Parties (the approved commercial offer) under a supply schedule for the Goods separately agreed between the Parties, and the foregoing shall be a material clause of the Agreement. Should the Buyer fail to fulfil this obligation, the Seller shall have the right to claim that the total price of the Goods referred to in the order agreed between the Parties (to be purchased over the entire period) be paid and the losses (both direct and indirect) incurred by the Seller be compensated.
2.6  The Parties shall cooperate and put their best efforts to make the planning of the quantity of the Goods to be supplied as accurate as possible. In giving effect to this obligation, the Seller shall, amongst other things, detail the accurate quantities of the Goods dispatched to the Buyer and/or ready to be shipped (in reserve), upon receiving the Buyer’s request, free of charge and no later than within 3 (three) working days.
2.7  The commercial offer presented by the Seller and the order approved by the Parties by email shall be integral parts of this Agreement.
2.8  The Goods selected and ordered by the Buyer shall be handed over to the Buyer or its authorised agent, who shall in turn confirm the receipt of the Goods against their signature affixed in the documents executed.
2.9  The Goods along with the raised invoice shall be handed over to the Buyer’s authorised agents (employees or other duly authorised third parties). Unless the Parties draw up a separate document, an invoice shall be the transfer and acceptance document for the Goods to prove that the Seller has handed over, while the Buyer has accepted the Goods detailed in this invoice. An invoice for the Goods shall be raised on the basis of the prices detailed in the Seller’s commercial offer effective at the time the Buyer’s most recent order was placed.
2.10  The Seller shall retain the title to the Goods until full payment therefor. As of the moment the Goods are handed over to the Buyer or a person effecting the delivery of the Goods, the Buyer shall accept the risk of the accidental loss or damage of the Goods and shall be held liable for any loss, shortage or damage of the Goods in all cases, including where it was attributable to force majeure.
2.11  In case of an unforeseen economic, legal or another situation, including, but not limited to, unforeseen events (unless account has been taken thereof in general or to the extent of the changes occurred, thereby prejudicing the economic rationale of the Agreement), which may affect, for example, the prices or availability of raw material and/or the Goods, the Parties shall put efforts to continue to fulfil the Agreement and/or the Buyer’s order negotiating in good faith on alternative clauses of the Agreement and seeking to continue operating in accordance with the principle of good faith, which they had followed at the signing of the Agreement, so as to make further performance of the Agreement without disproportionate prejudice to either Party’s rights and interests. The Seller shall be entitled to terminate the fulfilment of the Agreement or an order placed by Buyer, without paying any compensation, provided such economic changes or legislative amendments may have a significant effect on the Seller’s business, and the resulting difficulties cannot be resolved through a price increase of the Goods.
2.12  Unless otherwise provided in the commercial offer and/or the order placed by the Buyer and approved by the Seller, payments for the Goods shall be made no later than within 30 days from the date of the invoice. The date when the money has been received shall fall on the day when the money is transferred to the Seller’s bank account.
2.13  The Buyer shall be granted a credit limit of EUR 10000. By virtue of this clause, when the Buyer reaches the set limit, the Seller shall acquire the right not to sell the Goods until the arrears have been settled.
2.14  If, at any time before the delivery of the Goods, the Buyer’s financial position deteriorates or no longer satisfies the Seller, also if the Buyer fails to settle the accounts for the Goods previously delivered to it, the Seller shall be entitled to, before further production, dispatch or delivery operations, cancel the part of the order (Agreement) not yet fulfilled or claim that payment be in cash or a guarantee that meets the Seller’s requirements be presented, or change the credit terms and conditions, or suspend the validity thereof.

3. Quality of the Goods

3.1  The Buyer shall carefully inspect, at its own expense, all the Goods following their delivery before the Goods are put to use (to assess the quantity, range and accessories thereof, etc.). The Buyer shall accept the delivered Goods regardless of the quality or quantity defects. The Buyer shall notify any observed apparent defects, with the exception of observed shortage of the Goods and/or any damage caused to the Goods during transportation, within 5 (five) days, but in any case before the Goods are put to use. If the Buyer fails to submit such a notification, the Goods shall be considered to have been irrevocably accepted by the Buyer, while the Seller shall not be held liable for any defects, even though they are apparent or may be reasonably observed following a carefully examination of the Goods. The Buyer’s notification of the above nature must be accompanied by a photograph of the faulty Goods with clearly visible defects thereon. In the absence of such a notification by the Buyer pursuant to the provisions of this paragraph, the Buyer shall not be entitled to claim compensation for the damage as provided herein or by the laws.
3.2  If it is identified that the supplied Goods have defects, which the Seller is liable for under the provisions of this Agreement, the Buyer undertakes not to sell or use such Goods and not to include them in sets with other Goods following the identification of defects. Provided the existence of defects is identified, the Buyer shall be compensated only for the damages provided for in this Agreement or the laws.
3.3  The Seller shall not be responsible for the deterioration of the quality of the Goods where the Buyer or the persons, whom the Buyer has handed over the Goods to, used them for the purposes other than those which such Goods are normally used for, failed to comply with the requirements provided in the instruction manuals, or breached the rules for the transportation, storage, use and/or warehousing of the Goods, also provided there are visible defects of the Goods’ packaging or other external defects, which have not been discussed in writing at the handover of the Goods, or the deterioration of the quality of the Goods resulted from the acts of the Buyer or other persons, whom the Buyer had sold the Goods to.
3.4  The Parties expressly agree that, provided the Purchaser has approved the sample Goods and/or drawings of the Goods, all and any Goods supplied by the Buyer which match the Goods identified in such samples and/or drawings shall be considered to be appropriate and fully compliant with the requirements for the quality of the Goods as provided herein.
3.5  Given that the Goods are manufactured in an automated manufacturing process, the Parties expressly agree that the Seller will be considered to have duly fulfilled its obligations hereunder, provided the quantity of the faulty (defective) Goods does not exceed the permitted acceptance quality limit (AQL) of 1 (one) per cent per batch pursuant to the ISO 2859-1 sampling scheme indexed by acceptance quality limit for lot-by-lot inspection as applicable to batch control.
3.6  If the Buyer identifies any discrepancies in terms of the quality of the supplied Goods, the Seller undertakes to replace the faulty (defective) Goods, free of charge, with the good quality Goods (of the quality limit agreed between the Parties) or rectify the defects of the Goods, free of charge (unless the Parties have agreed otherwise in writing), but shall not commit to covering any of the costs incurred by the Buyer relating to the identification of such Goods or replacement thereof.

4. Warranty

4.1  The Seller shall warrant that (pursuant to all other provisions of the present Terms and Conditions) the Goods delivered to the Buyer in their original packaging shall meet, in all material respects, the standard characteristics of the Seller’s Goods, unless the Parties agree otherwise in writing and deviate from the specifications provided in the Buyer’s order. The descriptions, illustrations or information presented in the Seller’s printed materials or advertisements shall be designed to provide only general information about the Goods outlined therein; hence, they cannot be considered part of the Agreement and should not be regarded as accurate information on the Goods to be supplied.
4.2  The Seller shall not offer any warranties for the absence of hidden or other defects 6 (six) months after the Goods were put in use.
4.3  The Seller shall not be held liable for any breach of the warranties provided in the Agreement if:
4.3.1  The Buyer continues using the Goods after making a notification of the defects thereof; or
4.3.2  The defects of the Goods resulted from the fact that the Buyer has disregarded the Seller’s instructions as to the storage, management or use of the Goods, or, in the absence of the latter, has ignored the requirements of the good commercial practices;
4.3.3  The defects of the Goods resulted due to the appropriateness, technical feasibility and/or application of the engineering/design solutions (drawings or other direct instructions) submitted by the Buyer to the Seller and invoked in the manufacturing of the Goods.
4.4  The Seller shall offer no other express or implied, statutory or other warranties relating to the Goods, including (but not limited to) the implied warranties for the Goods being fit for a particular purpose or trade, or capable of achieving specific results expected from the use thereof. The Buyer shall assume all risks and liability for: (i) the results that would be achieved using the Goods acquired hereunder in the form which they were supplied or in conjunction with other Goods; (ii) identification of their fitness for use in conjunction with other goods; (iii) the veracity and accuracy of the marketing and advertisements of the Buyer’s products, which may be offered in sets with the Goods; (iv) obtaining the authorisations for use from health, product safety, environmental protection and other state bodies; and (v) all and any losses or damage that resulted in the processing, use or misuse of the Goods acquired hereunder by the Buyer.

5. Liability

5.1  The Parties shall be responsible for fulfilling their undertakings provided herein in an appropriate and timely manner in accordance with the procedure established by the laws of the Republic of Lithuania.
5.2  In the event of delays in making the payments by the set deadlines, in addition to the EUR 40 (exclusive of VAT) flat-rate recovery costs, where the recovery actions are under way in accordance with the provisions of the applicable legislation, default interest at the rate of 0.02% shall be charged, starting from the day following the date specified on the invoice, on the outstanding amount for every day of delay, or the maximum statutory interest rate shall apply. In addition to other remedies available, the Seller shall have the right to suspend the fulfilment of the Agreement and/or the order until full settlement with it, without paying any compensation to the Buyer.
5.3  All and any costs relating to debt recovery and other expenses, which the Seller has incurred or will incur under the Agreement, to be paid to third parties shall be borne by the Buyer.
5.4  The Seller or the Buyer’s associated persons or their respective staff, the responsible persons or executives shall not be held liable, in any cases whatsoever, for any direct losses with the value thereof exceeding the amount prescribed in the Agreement, loss of profits, loss of business opportunities, incurred costs or payments made to third parties, and indirect losses, including, but not limited to, consequential, special, punitive or incidental damages, which could (or could not) have been foreseen in advance and were incurred as a result of claims made by the Buyer or its customers and relating to a breach of an explicit or implied warranty or non-performance of the obligations therein, a breach of the Agreement, misleading representations, negligence, liability in tort or otherwise. The value of the liability of the Seller and the Seller’s associated persons in any judicial proceedings or a case may not exceed, in any cases whatsoever, the total value of the Agreement. The provisions of this section shall not apply to the extent and only where the liability to be imposed is prescribed in the provisions of the applicable legislation, regardless of the exclusions and restrictions provided herein.

6. Force Majeure

6.1  A Party shall be excused from liability for the failure to fulfil this Agreement provided it proves that this Agreement was not performed due to the circumstances beyond its control which could not have been reasonably foreseen by it at the conclusion of this Agreement, and that such circumstances and their consequences could not have been prevented from occurring. Force majeure shall not include such events where the items required for the obligation to be fulfilled are unavailable on the market, a Party lacks the necessary financial resources or a Party’s contractors are in breach of their obligations.
6.2  A party that is unable to fulfil its obligations hereunder due to the above situation shall notify the other Party thereof not later than within 15 calendar days from the occurrence of any such circumstances. If the Party that has experienced force majeure events fails to duly notify the other Party thereof, it shall compensate the other Party for all losses arising due to its failure to make the notification.

7. Confidential Information

7.1  The Parties hereby agree that all information relating to this Agreement and the performance thereof, including any information that the Buyer receives or acquires on the basis of this Agreement (including, but not limited to, the lists of the Seller’s suppliers and partners, terms and conditions for the sale and purchase, contracts, technical documentation and selling prices), shall be considered confidential. Information and knowledge, which have become available to the Parties in any form in connection with this Agreement, shall be considered confidential.

7.2  The Parties hereby agree not to disclose, without the other Party’s written consent, each other’s confidential information to third parties other than legal advisers in any form, unless the laws of the Republic of Lithuania so require. Both Parties shall endeavour, using all available means, to ensure that confidential information is not disclosed and disseminated by the staff or agents of the Parties in violation of the provisions herein.
7.3  The Buyer undertakes not to use the confidential information received from the Seller, in particular the information about the Seller’s suppliers and partners, the terms and conditions of cooperation with them and technical documentation, more than required for the purposes of the performance of the Agreement and for the resale/use of the Goods acquired hereunder.
7.4  A Party in breach of the confidentiality undertaking shall pay, within 10 (ten) days from receiving a request, the other Party, a fine of EUR 20,000 (twenty thousand), which shall be considered the minimum losses covenanted by the Parties in advance that shall not require demonstration; also it shall indemnify for all other losses which are not covered by the fine. The losses shall include loss of income as well as any other penalties paid to suppliers, partners or other third parties, also all and any other direct and indirect losses.

8. Final Provisions

8.1  This Agreement shall enter into force on the date it was signed and shall remain valid for a period of 2 (two) years. If at least 3 (three) months prior to the expiry of the Agreement neither Party expresses its wish not to renew the Agreement, the validity thereof shall be automatically renewed for an additional period of 12 months. The number of automatic renewals shall be unlimited.
8.2  The signed Agreement, any arrangements for the present Agreement to be amended or supplemented, and the documents relating to the enforcement of the present Agreement alike shall be considered valid if transmitted by either Party to the other one electronically. The responsibility for the protection and appropriateness of the text and signature at the time the documents are transmitted electronically shall be vested with the Party dispatching the relevant information.
8.3  The clauses of the Agreement have been drafted in fair negotiations between both Parties, and none of the clauses may be regarded as unduly giving unreasonable advantage to either Party.
8.4  The Agreement may be supplemented or amended by a written agreement between the Parties.
8.5  The Seller shall have the right to terminate the Agreement unilaterally by giving a written notice to the Buyer 5 (five) working days in advance in the following cases:
8.5.1.  If the Buyer has bankruptcy, restructuring or liquidation proceedings instigated, the Buyer suspends its business, etc.;
8.5.2  The Buyer’s financial situation has deteriorated substantially;
8.5.3  The Buyer disregards the deadlines prescribed in the Agreement or fails to fulfil other contractual obligations, and the above constitutes a material breach of the Agreement (including, but not limited to, if it misses the payment deadline more than once);
8.5.4  The Buyer does not fulfil and/or improperly fulfils confidentiality undertakings prescribed in the Agreement;
8.5.5  Other circumstances, which may have a material adverse effect on the Buyer’s ability to fulfil the obligations herein properly, become known.
8.6  The Agreement may be terminated, at the Buyer’s initiative, following an arrangement with the Seller only for good reason. In this arrangement, the Parties must specify the termination reasons, date, other terms and conditions of the termination, liability and settlement.
8.7  Termination or expiry of the Agreement shall not excuse the Parties from fulfilling their obligations hereunder (e.g. the provisions governing liability and settlement matters, the Buyer’s obligation to purchase such quantity of the Goods as specified in the approved commercial offer, etc.).
8.8  The Buyer hereby agrees to receive a variety of promotional materials by fax and email.
8.9  All and any disputes arising between the Parties in connection with this Agreement shall be settled through negotiations in good faith. Failing that, the disputes shall be resolved in the courts of law of the Republic of Lithuania in accordance with the procedure prescribed by the laws of the Republic of Lithuania.
8.10  If any provision of this Agreement or any part thereof is or becomes invalid for any reason, its invalidity shall not affect the validity of the other provisions of this Agreement. In such a case, the Parties hereby agree to replace the invalid provision with a legally valid provision the economic effect of which comes as close as possible to that of the invalid provision.
8.11  The Parties agree that where the Seller has been reorganised or the Seller’s legal status has changed in accordance with the procedure prescribed by the legislation, the successor of the Seller shall become, as of the moment the rights and obligations were taken over, a Party to the Agreement, which shall take over all rights and obligations assumed by the Seller hereunder, without any consent given by the Buyer in writing. The Parties represent and warrant that such assignment of the Seller’s rights and obligations shall not be deemed to constitute novation by virtue of Section 3 of Part I of Book VI of the Civil Code of the Republic of Lithuania and shall not by itself affect the validity of the Agreement.
8.12  This Agreement has been made in 2 (two) equally binding counterparts, one given to each Party of the Agreement.