GENERAL TERMS AND CONDITIONS
These General Terms and Conditions of the Contract for the Purchase and Sale of Goods, together with the Special Terms and Conditions signed by the parties (the Contract) shall apply to each and any customer (the Buyer) of Uždaroji akcinė bendrovė (private limited liability company) ELGERTA (the Seller) in respect of the goods (the Goods) that the Seller sells to the Buyer, unless otherwise agreed by the parties in writing. No other terms provided or specified by the Buyer shall be binding on the Seller, unless the Seller otherwise indicates in writing.
1. Subject-Matter
1.1. This Contract, together with a purchase order placed by the Buyer and confirmed by the Seller as specified in this Contract, constitutes the entire agreement between the Buyer and the Seller governing the purchase and sale of the Goods and contains all representations, conditions and warranties agreed upon and stipulated by the Buyer and the Seller or complied with either by the Buyer or the Seller. By placing an order with the Seller, the Buyer undertakes to unconditionally comply with this Contract.
1.2. The Seller hereby undertakes to transfer title to the Goods to the Buyer at the specified time and in accordance with the specified conditions for the business needs of the Buyer, and the Buyer undertakes to accept such the Goods and pay the price for the Goods when and as specified in this Contract and/or annexes hereto and fulfil other obligations provided for in this Contract.

2. Purchase Orders
2.1. All purchases of the Goods shall be on the basis of orders submitted by the Buyer in writing or via the Seller’s online business-to-business (B2B) system.
2.2. Access to the Seller’s B2B system is protected by the password assigned to the Buyer when signing up to the system. Orders submitted via Seller’s B2B system using the password or submitted by the Buyer to the Seller in writing shall be deemed official orders placed by the Buyer. The Buyer shall be responsible for the accuracy and completeness of the information provided in the submitted order.
2.3. Upon receipt of an order from the Buyer, the Seller shall within 3 (three) business days issue a written order confirmation to the Buyer, after which time the order shall not be subject to change or cancellation without the written consent of the Seller.
2.4. Should the Buyer have observations about the terms which in the Seller’s confirmation are different from those indicated in the Buyer’s order, the Buyer shall notify the Seller in writing within 2 (two) business days of such unsatisfactory terms, indicating the specific unsatisfactory terms of the order confirmation, or shall cancel the purchase order.
2.5. The Seller shall have the right to refuse to accept and fulfil any order or variation of an order placed by the Buyer. The Seller shall notify the Buyer of its refusal to fulfil the order in writing within 5 (five) business days of receipt of the order or variation of the order from the Buyer.
2.6. If no observations that the terms contained in the confirmation are not satisfactory are received from the Buyer within 2 (two) business days following confirmation of an order by the Seller, the order confirmation shall be deemed accepted by the Buyer and the order shall be fulfilled in accordance with the terms specified in the order confirmation issued by the Seller.
2.7. Without separate written consent of the Seller, no orders for non-standard Goods or Goods custom-made for the Buyer (by agreement of the Parties, the acronym NCNR, which stands for ‘non-cancellable, non-returnable’, shall be used to refer to such Goods), regardless of the cause, shall be subject to cancellation, splitting, variation and no Goods so ordered shall be returnable to the Seller. The provision concerning NCNR Goods shall be included in at least one of the following documents: Seller’s offer, Buyer’s order or Seller’s order confirmation.
2.8. Should the manufacturer of the Goods discontinue or notify the Seller of its plans to discontinue the manufacture of the Goods ordered by, but not yet delivered to, the Buyer, the Seller shall notify the Buyer to that effect in writing so as to enable the Buyer to place a definitive order with the Seller in accordance with the conditions determined by the manufacturer.

3. Price of the Goods
3.1. Unless otherwise indicated in the Seller’s offer, it shall automatically cease to be valid 30 (thirty) calendar days after the date on which it was submitted to the Buyer and may be withdrawn or modified within such period by giving prior written notice thereof to the Buyer. The Seller’s offer may contain different prices for the Goods, depending on the quantity purchased, the quantity of other types of goods purchased or the total value of the Goods purchased.
3.2. The price of the Goods shall be determined on a case-by-case basis by agreement of the Parties and shall be indicated in the Buyer’s order and the Seller’s order confirmation or in a separate written agreement between the Parties.
3.3. The price of the Goods shall be inclusive of the costs of packaging, labelling and storage at the Seller’s warehouse until the date of delivery of the Goods to the Buyer stated in this Contract or Seller’s order confirmation. The price of the Goods shall not include delivery and insurance costs, customs duties and taxes, including value added tax (VAT).
3.4. The Parties agree that the price of the Goods may be agreed between the Parties in a currency other than euro. The price of the Goods denominated in another currency hereinafter is referred to as the Basic Price of the Goods. The currency of the Basic Price of the Goods usually coincides with the manufacturer’s main currency of selling the Goods in Europe. The Basic Price of the Goods is indicated in a separate written agreement between the Parties, Seller’s offer, Buyer’s order and/or Seller’s order confirmation. The Basic Price of the Goods shall be deemed by the Parties to be the main price of the Goods agreed by the Parties until final payment for the Goods.
3.5. The Parties agree that the Seller shall issue invoices in euro for the Goods in respect of which the Basic Price of the Goods is agreed, unless otherwise agreed by the Parties in writing on a case-by-case basis. For invoicing purposes, the Basic Price of the Goods shall be converted into euro based on the euro foreign exchange reference rates published by the European Central Bank (ECB) and applicable in Lithuania on the invoice date, and in the cases where the euro foreign exchange reference rate is not published by the European Central Bank, based on the euro foreign exchange reference rate published by the Bank of Lithuania, unless otherwise provided for by other legal acts of the Republic of Lithuania.
3.6. The Parties may further agree that the Seller may invoice in a currency other than euro (the Alternative Currency). In that case the Basic Price of the Goods shall be converted into the Alternative Currency based on the foreign exchange reference rates published by the European Central Bank (ECB) and applicable in Lithuania on the invoice date, and in the cases where the foreign exchange reference rates are not published by the European Central Bank, based on the euro foreign exchange reference rates published by the Bank of Lithuania, unless otherwise provided for by other legal acts of the Republic of Lithuania.
3.7. The Parties agree that if during the period from the invoice date until payment in full by the Buyer for the Goods there is a change of more than 3% (three per cent) in the rate of exchange between the currency of the Basic Price of the Goods and the invoice currency, the price of the Goods and the amount payable for the Goods shall be adjusted at the request of either Party to reflect the exchange-rate change so that the Seller is paid the Basic Price of the Goods in full. For that purpose, the Seller shall issue a credit note or a debit note, as applicable, to the Buyer.
3.8. The Parties agree that the provisions of this clause in relation to the Basic Price of the Goods and the Alternative Currency shall apply to any price of the Goods, indebtedness, penalty and other amounts of monetary obligations that are and/or may be payable under the Contract.
3.9. Should the acquisition price of the Goods change as a result of an increase or reduction of the price of the Goods by manufacturers of the Goods, a change in market conditions or due to other circumstances beyond control of the Seller, the Seller shall be entitled to unilaterally increase or reduce the price of such Goods accordingly. The Seller shall notify the Buyer in writing of a change in the price of the Goods at least 60 (sixty) calendar days prior to the date of delivery of the Goods to the Buyer approved by the Seller. The Buyer may request the Seller to provide information on the change in the price of the Goods received from the manufacturer of the Goods. The Buyer shall be entitled to refuse such Goods by giving written notice thereof to the Seller no later than within 5 (five) business days after receipt of the Seller’s notice. If the Buyer does not refuse the Goods within the specified time limit, the order shall be fulfilled based on the prices of the Goods unilaterally changed by the Seller.

4. Payment Terms
4.1. The price of the Goods shall be paid in full within 2 (two) business days after the Buyer’s order is placed with the Seller under [specify the document].
4.2. Payment shall be made by transfer of funds to the Seller’s current account indicated in the Special Terms and Conditions of the Contract or to such other current account indicated on the invoice. If the Buyer is willing to make payment in a currency other than indicated on the Seller’s invoice, it shall be obligated to agree this with the Seller beforehand as specified in the Contract.
4.3. If the Seller approves credit to the Buyer, a payment period of 30 (thirty) calendar days of the date of the Seller’s invoice shall apply.
4.4. Other terms and conditions of payment shall be agreed upon by a separate written agreement of the Parties or shall be indicated on the Seller’s invoices. In that case payment for the Goods shall be made by the due date indicated on the invoice.
4.5. The Seller shall be entitled to change credit and payment terms for the Buyer, demand pre-payment or postpone/cancel any order of the Buyer or fulfilment of such order where, in the opinion of the Seller, it is justified to do so given the Buyer’s financial position or delays of the Buyer in making payments.
4.6. If the Buyer fails to pay the price of the Goods to the Seller within the time limit specified in this Contract, the Seller shall have the right to suspend performance of the Contract and not to deliver the Goods to the Buyer until such time as the Buyer has settled with the Seller. In that case the Buyer shall indemnify the Seller for any and all costs incurred by the latter in connection with the delay in payment and storage of the Goods.

5. Delivery and Transfer and Acceptance of the Goods
5.1. Delivery of the Goods shall be at the cost and expense of the Buyer on EXW Seller’s warehouse in Vilnius terms in accordance with INCOTERMS 2010.
5.2. Unless the Parties agree otherwise, primary packaging of the Goods shall be manufacturer’s packaging.
5.3. The Parties may execute a separate written agreement to apply different terms of transportation, insurance and delivery of the Goods. The terms and conditions of delivery of the Goods shall be indicated in the Special Terms and Conditions of the Contract and/or Seller’s order confirmation.
5.4. The Buyer confirms its understanding that the specified time limits for delivery of the Goods are tentative and the Seller shall not be liable for any failure to comply with such time limits if such failure is due to circumstances beyond control of the Seller. In the event that the terms of manufacture and delivery of the ordered Goods are unilaterally changed by the manufacturer of the Goods, on receipt of such information the Seller shall immediately send to the Buyer a new order confirmation containing new terms and conditions of delivery of the Goods. In the cases specified in this clause the Seller shall not be subject to any penalties under the Contract.
5.5. Upon Buyer’s notice to the Seller given at least 20 (twenty) business days prior to the date of delivery of the Goods approved by the Seller, the Parties may agree to postpone delivery of the Goods (except NCNR Goods), however, for a period not longer than agreed between the Parties. On expiration of such period the Buyer shall immediately collect the Goods from the Seller; otherwise, the Seller shall ship the Goods to the Buyer and the latter shall be obligated to accept the same and indemnify the Seller for any and all costs incurred by the latter in connection with the delay in collecting the Goods and all costs related to the storage and shipment of the Goods. The cost of shipment of the Goods from the Seller’s location to the Buyer’s location shall be borne by the Buyer. The Seller may, at its own discretion, use a courier/carrier of its choice to deliver the Goods, unless the Buyer directs otherwise.
5.6. The Seller shall hand over the Goods at the point of destination to the person authorised by the Buyer upon presentation by such person of the document confirming his authorisation. The Buyer shall ensure that persons authorised by it shall be duly instructed and authorised to inspect the quality, assortment and quantity of the Goods handed over and to sign a deed of transfer and acceptance of the Goods and other documents.
5.7. The transfer and acceptance of the Goods according to the quantity, assortment and price shall be formalised by signing by the Buyer on the invoice issued by the Seller and/or a document of transfer and acceptance, where the Goods are shipped to the Buyer via courier/carrier, or another respective document. The Parties may agree on other ways of formalising the transfer and acceptance of the Goods.
5.8. The Goods, including their technical documentation, manufacturer’s manuals and warranty documentation, shall be deemed to have been transferred to the Buyer when the Buyer or its authorised person signs on the Seller’s invoice or another document of transfer and acceptance of the Goods, and the date indicated on the Seller’s invoices signed by the Buyer or on such other document of transfer and acceptance of the Goods shall be deemed the date of transfer and acceptance of the Goods.
5.9. The risk of accidental loss of or damage to the Goods shall pass to the Buyer on delivery of the Goods to the Buyer or its authorised person or courier/carrier.
5.10. Title to the Goods shall pass to the Buyer on payment to the Seller of the full price for the Goods in accordance with the terms and conditions set out in this Contract. Until the passing of title to the Buyer, it shall not make available or transfer the Goods to any third party, shall not make use of the Goods and shall keep them separate from other goods and properly store the same at its own cost and expense in accordance with the legislative requirements that apply to the keeping/storage of such Goods. After the passing of title to the Goods the Buyer shall properly use the Goods solely for their intended purpose.

6. Refusal and Return of the Goods
6.1. After confirmation of an order by the Seller the Buyer may refuse to purchase the Goods ordered, in whole or in part (except NCNR Goods), only in the case that it notifies the Seller to that effect in writing and receives from the Seller its written consent and the conditions for refusing to purchase.
6.2. The Seller shall be entitled to request that the Buyer bear all expenses and losses incurred by the Buyer as a result of the Buyer’s refusal to purchase the Goods.
6.3. In the event of the Buyer’s cancellation of an order for NCNR Goods or rejection of such Goods, the Buyer shall pay 100% (one hundred per cent) of the price of the Goods to the Seller within 30 (thirty) calendar days.
6.4. Should the Buyer refuse to purchase the ordered Goods either in full or in part, the Seller shall have the right to issue a respective debit note to the Buyer or unilaterally change the price of other Goods ordered by the Buyer, where the price of certain Goods applies only if the specific quantity of those particular and/or other Goods is ordered and purchased by the Buyer (quantity and/or amount contract).
6.5. Subject to Seller’s consent, the Buyer shall be entitled to return the Goods to the Seller (except NCNR Goods) within 60 (sixty) calendar days from the date of delivery of the Goods in the undamaged original manufacturer’s packaging, complete and unused. In the event of return of the Goods the Parties shall agree in writing on the price of the Goods returned, which normally is 30% lower than the price of acquisition of such Goods, delivery costs and other return conditions. The latter condition shall not apply in respect of the Goods being returned if they have a defect confirmed by the Seller or the manufacturer of the Goods. Goods which do not fulfil the return conditions shall be returned to the Buyer at its own cost and expense.
6.6. In all cases of returning the Goods, they shall be accepted from the Buyer subject to the return merchandise authorisation (RMA) issued by the Seller. The Goods return procedure shall be provided upon request of the Buyer.
6.7. The Goods being returned shall be not damaged, in the original and undamaged manufacturer’s packaging and shall comply with the minimum packing quantity requirements. The latter condition shall not apply in respect of Goods being returned if they have a defect confirmed by the Seller or the manufacturer of the Goods. Goods which do not fulfil the return conditions shall be returned to the Buyer at its own cost and expense.

7. Penalties
7.1. In the event of delay in delivery of the Goods through the fault of the Seller, default interest of 0.1% shall be charged on the price of the Goods not delivered for each day of delay in delivery.
7.2. Default interest of 0.1% shall be charged on the price of the Goods remaining unpaid for each day of delay in payment.
7.3. If the Seller notifies of the deferral of the date of delivery of the Goods later than 45 (forty-five) calendar days prior to the approved date of delivery of the Goods, the Buyer shall be entitled to claim from the Seller annual interest at a rate of 5% (five per cent) above 1-month EURIBOR applicable on the day on which the claim is submitted to the other Party.
7.4. If the Buyer notifies of the deferral of the date of delivery of the Goods later than 45 (forty-five) calendar days prior to the approved date of delivery of the Goods, the Seller shall be entitled to claim from the Buyer annual interest at a rate of 5% (five per cent) above 1-month EURIBOR applicable on the day on which the claim is submitted to the other Party.
7.5. If the Seller notifies of the deferral of the date of delivery of the Goods later than 21 (twenty-one) calendar days prior to the approved date of delivery of the Goods, the Buyer shall be entitled to claim from the Seller annual interest at a rate of 7% (seven per cent) above 1-month EURIBOR applicable on the day on which the claim is submitted to the other Party.
7.6. If the Buyer notifies of the deferral of the date of delivery of the Goods later than 21 (twenty-one) calendar days prior to the approved date of delivery of the Goods, the Seller shall be entitled to claim from the Buyer annual interest at a rate of 7% (seven per cent) above 1-month EURIBOR applicable on the day on which the claim is submitted to the other Party.
7.7. If the variable component of interest (EURIBOR) is negative, it shall be deemed to be equal to zero.
7.8. Penalties shall be calculated and payable only when requested by either Party. Penalties shall be paid no later than within 30 (thirty) calendar days after the written request of either Party.
7.9. If the Buyer’s payment for the Goods is past due more than 30 (thirty) calendar days, the Seller shall be entitled to delegate the collection of the debt and penalties to a third party authorised by the Seller or recover the debt as specified by the legal acts of the Republic of Lithuania. The Buyer shall pay all expenses related to recovery of the debt to the Seller within 30 (thirty) calendar days of the date of issue of the Seller’s invoice together with the supporting documents.
7.10. The Seller shall be entitled to suspend delivery of the Goods if the Buyer fails to pay for the Goods in a timely manner and is indebted to the Seller. In that case the Seller shall not be liable to pay default interest for not delivering the Goods in a timely manner.
7.11. If the Buyer is in delay with payment for the Goods delivered more than 60 (sixty) calendar days, the Seller is entitled to require pre-payment for any subsequent Buyer’s orders for the Goods. If the Seller does not require pre-payment, any subsequent payments shall be made within 7 (seven) calendar days after the date of issue of the invoice to the Buyer. In that case the procedure and timeframe for payment established in this clause shall prevail over any other established payment terms. In addition, the Seller shall have the right to unilaterally terminate this Contract prematurely, recover from the Buyer all the debt and penalties owed thereby as a result of the failure to comply with the terms of this Contract and to communicate data on its default on timely payment to other service providers. The Seller be entitled to claim and the Buyer shall be required to pay a fine equal to 50% (fifty per cent) of the value of the Goods not delivered, where such Goods were ordered by the Buyer but, by virtue of this clause of the Contract, were not delivered by the Seller to the Buyer.
7.12. Payment of penalties shall not release the Parties from the proper fulfilment of their obligations or remedying the breach and full compensation for damages in accordance with the terms specified in the Contract.

8. Representations of the Parties, Quality and Warranties for the Goods
8.1. Each Party hereby represents and warrants to the other Party that it has the right and due authority, licences and permits to execute and perform this Contract.
8.2. The Seller hereby represents that:
8.2.1. it has title to the Goods being transferred;
8.2.2. the Goods are free from any pledge and are not seized;
8.2.3. there are no third-party rights or claims in respect of the Goods being transferred;
8.2.4. the Goods being transferred are not the subject of any legal proceedings; and
8.2.5. the Seller’s right to dispose of the Goods is not deprived or restricted.
8.3. The Buyer hereby represents that:
8.3.1. it has obtained all authorisations required by legal acts to acquire the Goods purchased, to use them for their intended purpose and to resell and/or export them (if the Buyer intends to resell and/or export the Goods);
8.3.2. the Goods will be used solely for their intended purpose;
8.3.3. the Buyer has sufficient funds to pay in full for the Goods;
8.3.4. the execution and/or performance of the Contract will not infringe any rights of the Buyer’s creditors.
8.4. The Buyer hereby represents and confirms its understanding that the Seller is not the manufacturer of the Goods. In the ordinary course of business, the Seller is distributor of the Goods, i.e. it purchases the Goods from manufacturers and resells them to the Buyer in the condition received from manufacturers (as is), therefore, the Seller’s liability is limited to liability assumed and warranties provided by the manufacturers.
8.5. The Seller hereby warrants that at the time of delivery to the Buyer the Goods meet the technical characteristics specified by the manufacturer and applicable to such Goods. The Goods are covered by the warranty provided by the respective manufacturer of the Goods, subject to the terms, conditions and limitations applicable to such warranty, unless otherwise prescribed by the mandatory statutory provisions. Normally, the Goods are covered by a 12-month minimum manufacturer’s warranty against defects in manufacturing.
8.6. The Buyer’s rights and claims under the warranty provided for the Goods shall at all times be limited to the manufacturer’s warranty and the Seller shall not be liable for any direct or indirect damages, losses or expenses not covered by the manufacturer’s warranty and which otherwise could be claimed in accordance with the statutory procedure.
8.7. Should the Buyer discover any defects in the Goods during the warranty period, the Buyer shall duly complete warranty documentation enclosed with the Goods by the manufacturer of the Goods and send them to the Seller or the service centre of the manufacturer of the Goods designated by the Seller, together with a description of the defect. The Seller or the manufacturer of the Goods may at is option (i) repair the item; (ii) replace the item, (iii) refund the price of the item to the Buyer.
8.8. When a defect in the Goods is repaired and the Goods are replaced with new Goods, the Seller shall bear the costs related to the transportation of the defective Goods following the procedure specified in the RMA, unless such costs increase because the Goods are moved by the Buyer to a location other than the point of delivery of the Goods. In the case of replacement of the Goods with new Goods, the Seller shall replace them within a period which is not longer than the delivery period applicable to such type of Goods at the time of their replacement.
8.9. The Seller shall not assume any liability for the warranty for the Goods if the Buyer has not paid for the Goods.
8.10. In any event, Seller’s liability to the Buyer and third parties under this Contract shall be limited to the price of the Goods in respect of which the claims of the Buyer or third parties are made. In no event shall the Seller be liable to the Buyer or third parties for any indirect or incidental damages, including, without limitation, loss of revenue or profit, loss of business opportunities, interruption of business, termination of contract, personal injury, the costs of recall, remake, repair and similar costs arising due to the Goods or circumstances related to the Goods, unless the Parties otherwise agree in writing on a case-by-case basis.
8.11. Except for the warranties of fitness for a particular purpose or application, to the extent permitted by law, the Seller does not give any additional warranties for the Goods.
8.12. The Goods are intended solely for the purposes determined by the manufacturer in the specification of the respective product. Such purposes exclude the use of the Goods in life-supporting and life-sustaining medical equipment, military systems, nuclear facilities, space technologies, combustion control systems, safety equipment and installations or systems, where failure or malfunctioning of the Goods may lead to deprivation of life, cause bodily injury or health damage or substantial damage to property or financial losses (hereinafter, reserved purposes), unless the respective manufacturer or the Seller explicitly consented in writing to the use of the Goods for the specific reserved purposes. Any use by the Buyer of the Goods for such reserved purposes without the explicit consent of the manufacturer or the Seller shall be at the sole risk of the Buyer and the Buyer shall be fully liable for the consequences of such use of the Goods. The same provisions shall apply to the Buyer’s use of the Goods for purposes that are contrary to any national or international legal provisions applicable in Lithuania, the European Union, the USA and elsewhere, any embargoes and other sanctions. The Seller shall assume no liability for any expenses and losses associated with the use of the Goods for unauthorised, reserved or prohibited purposes and without the express prior consent of the Seller. The Buyer shall hold the Seller harmless from and against any and all third-party claims for damages, expenses and losses resulting from the use of the Goods for unauthorised, prohibited or reserved purposes without the express prior consent of the Seller.
8.13. The Buyer shall not have the right to modify, alter or otherwise remake the Goods, remove warning labels attached to the Goods informing about the risks associated with the improper use of the Goods. If the Buyer fails to comply with the above prohibition, it shall release and hold harmless the Seller from and against liability vis-à-vis third parties and shall not itself be entitled to make claims against the Seller if damage is caused through such actions of the Buyer.
8.14. The Buyer shall immediately notify the Seller of any existing or potential risks that may arise from using the Goods. Should the risk of damage arise or occur, the Buyer shall take all available and appropriate measures to avoid and/or mitigate damage. The Seller shall not be liable for any defects in quality of the Goods if the Buyer fails to comply with the specifications, directions and instructions of the manufacturer of the Goods regarding the use, installation, maintenance or storage of the Goods. Should the Buyer use or sell the Goods for purposes or uses other than specified by the manufacturer or fails to comply with the specifications and user manuals of the Goods, the Buyer shall assume the entire risk of possible consequences.
8.15. The Seller shall supply the Goods to the Buyer from third parties not authorised by the manufacturers of the Goods only in exceptional cases and only by agreement between the Parties. The Buyer fully understands the risk involved in such transactions and must therefore closely inspect the quantity, assortment and quality of the Goods delivered at the time of transfer and acceptance of the Goods. The Buyer shall not be entitled to make any claims against the Seller after this point, unless the Parties agree otherwise.

9. Claims
9.1. In the event of discovery of any external defects or defects in packaging, quantity or scope of delivery of the Goods at the time of transfer of the Goods the Buyer shall immediately, but not later than within 3 (three) business days, issue a written claim to the Seller. If no such claim is submitted within the specified time limit, it shall be deemed that the Buyer has no claims as to external defects or defects in packaging, quantity or scope of delivery of the Goods.
9.2. Late delivery claims may be made only prior to the transfer of the Goods to the Buyer. Acceptance of the Goods shall constitute waiver of all late delivery claims in respect of the Goods.
9.3. Claims for manufacturing defects in the Goods may be made to the Seller during the warranty period for the Goods. On discovery of a defect the Buyer shall notify the Seller thereof within 7 (seven) calendar days of the date when it became or ought to become aware of the existence of the defect.
9.4. The Buyer’s claim shall contain all information necessary for the Seller and the manufacturer of the Goods to understand and make a preliminary assessment whether the claim is justified. If all or part of the Goods are not in conformity with the Contract terms, the Buyer shall specify in the claim the lot number or serial number of such non-conforming Goods, if such numbers are assigned by the manufacturer, and such particulars as the Buyer’s order number, date of purchase, the quantity of non-conforming Goods, the likely causes of non-conformity of the Goods, and the technical description of non-conformity of the Goods to the Contract terms.
9.5. If the Buyer makes a defects claim in respect of the Goods and the Seller reasonably proves (suspects) that the faults/defects could have occurred after the handing over of the Goods to the Buyer due to normal wear and tear of the Goods, wilful misconduct, neglect, failure to comply with the instructions of the Seller or the manufacturer of the Goods, improper storage, installation, use or operation and similar factors, the Buyer shall enable the representatives of the Seller and/or the manufacturer of the Goods to inspect within a reasonable period required for that purpose all the conditions and circumstances at the places of storage of the Goods and other locations insofar as they are related to the specific claim of the Buyer. The Buyer shall enable such investigation to take place and shall take part therein to the extent required to ensure expeditiousness and quality of the investigation. Should the Buyer refuse to enable the representatives of the Seller and of the manufacturer of the Goods to carry out such an investigation, it shall be deemed that the Buyer has waived the claim.
9.6. Furthermore, the Seller and the manufacturer of the Goods shall be enabled to carry out an additional investigation, which shall be carried out within a period reasonably required for that purpose. Through such investigation the Seller and the manufacturer of the Goods must obtain full assurance that defects in the Goods were not caused by normal wear and tear of the Goods, wilful damage, abnormal operating conditions, failure to comply with the instructions of the Seller or the manufacturer of the Goods, improper use, application, negligence, improper installation, improper repair, replacement, or accident.
9.7. The Seller shall be entitled to apply to the manufacturer of the Goods or an independent third party recognised by the manufacturer of the Goods, requesting them to inspect the Goods identified as defective by the Buyer in order to ascertain the cause of defects. The finding of the manufacturer of the Goods or an independent third party recognised by the manufacturer of the Goods shall be deemed by the Parties to be the conclusive finding as to the cause of defects and liability for defects.
9.8. The Parties agree that no defect claims shall be made in case of insignificant or non-essential deviations from the agreed quality of the Goods, resulting only in slight impairment of usefulness of the Goods, normal wear and tear or shortage of the Goods which occurs after the transfer of the Goods to the Buyer due to incorrect or negligent treatment, inappropriate equipment and tools, impact of electrical power and other external factors other than stipulated in the Contract. Any improper replacement, modification, installation or repair of the Goods by the Buyer or third parties related thereto, and/or any consequences resulting from any such action shall not be a ground for making defect claims in respect of the Goods.

10. Intellectual Property
10.1. The Goods may be subject to patent, trademark, copyright, design and other intellectual property rights. In no event shall the Seller be liable under any claims regarding infringement of such rights.
10.2. The Seller gives no assurance that there are no legal claims of third parties regarding intellectual property infringements in relation to the Goods sold to the Buyer, nor does it provide any guarantee in case such infringements are related to the Goods. In the event of a claim related to such infringement the Buyer agrees to apply regarding this matter directly to the manufacturer of the goods or the intellectual property right holder.
10.3. The Buyer agrees to hold harmless and indemnify the Seller for any and all costs that the Seller may incur in connection with any action, proceeding brought by a third party or a judgment relating to the use of the Goods acquired by the Buyer otherwise than in accordance with the purpose and conditions indicated by the manufacturer or the intellectual property right holder, or modification or improvement of the Goods purchased by the Buyer, where such use, modification or replacement had not been agreed upon in writing with the manufacturer of the Goods or the intellectual property right holder.
10.4. If the Buyer’s order includes software or other intellectual property, the Seller may supply such software or other intellectual property to the Buyer, subject to all applicable third-party intellectual property rights and user licences. Nothing in this Contract shall be interpreted or construed as granting any rights or licences to use any software or other intellectual property in any manner or for whatever purposes other than expressly permitted under such licence agreement.
10.5. All software to be supplied by the Seller to the Buyer together with the licence granted by the owner of the software or third parties under a separate licence agreement or under any other arrangement shall be supplied directly to the Buyer. The Buyer shall confirm the receipt of the separate agreement based on which a licence will be granted in respect of the software supplied to the Buyer. The Buyer acknowledges that the Seller is not a party to such software licence. The Buyer agrees to apply directly to the licensor in the event of any claims related to software maintenance, support, infringements or warranties.
10.6. All technical consultancy or advice related to the use of the Goods shall be provided to the Buyer free of charge, unless otherwise agreed by the Parties in writing. The Seller shall not be in any way liable for the content and application of such consultancy and advice, unless the Parties agree otherwise in writing.
10.7. The Buyer shall not without the prior written consent of the Seller use, reproduce or disclose technical data labelled or otherwise designated as ‘SECRET’ or ‘CONFIDENTIAL’ which were provided or disclosed to it by the Seller.

11. Validity, Amendment and Termination of the Contract
11.1. The Contract shall enter into force as of the date of signing and shall remain in force until the expiration of the term of validity of the Contract indicated in the Special Terms and Conditions of the Contract (in the case of a fixed-term contract) or its termination on the grounds established in this Contract. Upon expiration of the term of validity of the Contract indicated in the Special Terms and Conditions of the Contract, the Contract shall be automatically extended for an additional one-year period, unless either Party notifies the other Party in writing that it is unwilling to extend the term of validity the Contract and such notice is delivered to the other Party not later than three months prior to the expiration of the term of validity of the Contract indicated in the Special Terms and Conditions of the Contract. The number of extensions of the term of validity of the Contract shall not be limited.
11.2. This Contract shall also be deemed executed if made in a form equivalent to written form and if the Special Terms and Conditions of the Contract (quantity, price, scope of delivery and delivery terms of the Goods) were agreed by exchange of e-mails, without executing a formal contract, also if the Buyer’s account was created on the online store of the Seller and/or the Buyer’s order was submitted through it. Oral agreements shall be concluded only in respect of one-off orders for the Goods and, if possible, such oral agreements shall be confirmed by e-mail. Notwithstanding the form and method of execution of the Contract, the Contract shall be performed in accordance with the General Terms and Conditions of the Contract, unless otherwise agreed by the Parties in writing.
11.3. When signed, this Contract shall supersede all prior agreements of the Parties regarding the subject-matter and terms of this Contract.
11.4. If one of the provisions of the Contract is or becomes invalid, the other provisions of the Contract shall not be affected thereby. The Parties shall replace such invalid provision with a valid provision that comes as close as possible to the intended meaning of the invalid provision.
11.5. The Parties agree that a breach by either Party of any representation and/or non-fulfilment, either in whole or in part, or improper fulfilment of its obligations hereunder shall be deemed a material breach of the Contract and shall constitute a ground for unilateral termination of the Contract by the other Party.
11.6. In the event of a material breach of this Contract by either Party, the other Party shall give written notice of termination of the Contract. Such notice shall specify the material breach of the Contract, the reasons why the breach should be considered material, a reasonable (but at least 30 (thirty) calendar days’) time limit to remedy such material breach, and a statement about proposed termination of the Contract if the material breach is not remedied. If the former Party does not remedy the material breach within the reasonable period allowed for that purpose, the other Party shall have the right to unilaterally terminate the Contract without delay by giving written notice thereof to the former Party. The date of termination of the Contract shall be the date on which the notice of termination of the Contract is received.
11.7. The Seller shall be entitled to terminate the Contract unilaterally, out of court, if the Buyer becomes insolvent, becomes subject to bankruptcy proceedings, restructuring proceedings or a decision is made to liquidate the Buyer.
11.8. Upon termination of this Contract the Parties shall fulfil all their obligations towards each other. Otherwise this Contract shall be valid as long as and to the extent required for the proper discharge of obligations by the Parties.

12. Confidentiality
12.1. A Party shall protect all information received from the other Party in connection with the performance of the Contract and shall not disclose such information to any third party and shall not use the same for any purposes not related to the performance of the Contract without the prior written consent of the other Party.
12.2. The confidentiality obligations referred to above shall not apply to any information which is generally publicly available or was obtained in good faith from a third party, independently developed by the Party, without use of the information of the other Party, or information required to be disclosed under law.

13. Communications
13.1. The Buyer agrees to exchange information with the Seller by electronic means over the internet. The Buyer is aware of the risks involved in the transmission of information via electronic means: notices may be delivered late or not delivered overall, confidential and personal information may be intentionally or accidentally modified or stolen or disclosed to third parties. The Seller shall not be liable for any risks associated with the transmission of digital information via electronic means if the Seller has taken all reasonably necessary precautions.
13.2. Measures that the Seller may use to protect information transmitted via electronic means and ensure its confidentiality and preservation in certain cases may block e-mails of the Buyer; therefore, the Seller recommends that the Buyer in addition make a phone call after sending an important e-mail.
13.3. All notices, requests, claims and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, via courier, by registered or ordinary mail, fax or e-mail to the respective address of each Party indicated in the Special Terms and Conditions of the Contract, or through the electronic data interchange (EDI) agreed upon by the Parties.
13.4. Each Party shall forthwith notify the other Party of any change of its contact details specified in the Special Terms and Conditions of the Contract.

14. Personal Data
14.1. The Seller shall collect, store, use and process personal data concerning the Buyer and persons directly related to it (e.g. its employees and/or representatives) pursuant to the laws governing the protection of personal data for use, among others, for such purposes as the performance of the Contract, invoicing and administration of accounting systems, maintenance of internal information systems, customer relationship management, fulfilment of its obligations, and marketing purposes.
14.2. During the performance of the Contract the Seller shall process personal data of the Buyer and persons directly related to it (e.g. its employees and/or representatives) in its capacity as data processor in accordance with the laws and legal acts governing the protection of personal data. The Buyer shall notify the Seller of the security measures it requires for the purposes of processing of personal data.
14.3. If the Buyer does not separately inform the Seller about such security measures, the Buyer agrees that the security measures used by the Seller comply with the requirements of the Buyer and of applicable legal acts.
14.4. The Seller may transfer the information referred to above concerning the Buyer and persons directly related to it (e.g. employees and/or representatives) to third parties, where such information is required for the performance of the Contract, only to the extent required to achieve that purpose.

15. Miscellaneous
15.1. This Contract shall be governed by the law of the Republic of Lithuania.
15.2. The Contract represents the entire agreement and understanding between the Parties regarding the subject-matter of the Contract. The Contract shall not be amended, except by written agreement signed by both Parties.
15.3. The Parties shall not be entitled to assign their rights and obligations under the Contract to any third party without the prior written consent of the other Party, except as otherwise stated herein.
15.4. The Parties shall have the right to assign their rights and/or obligations hereunder to the group companies related to the Party (including subsidiaries), provided that such transfer of rights and/or obligations does not render onerous the performance, increase the cost of performance of the Contract or otherwise affect the ability of the Party to perform the Contract. Otherwise the Parties shall be obligated to agree on the respective terms of performance of the Contract. The group companies of ELGERTA GROUP are ELGERTA UAB, ELGERTA POLSKA sp. z o.o., ELGERTA ELECTRONICS OÜ and companies in which the latter holds, directly or indirectly, more that 50 (fifty) per cent of all the shares of that company.
15.5. The Seller shall be entitled to assign its rights of claim arising from the Contract, including the transfer of information and data related to such assignment, to any third party without obtaining the Buyer’s consent, by notifying the Buyer of the effected assignment of the rights of claim following the statutory procedure. The right of the Seller specified in this clause shall also include the right to assign pecuniary claims against the Buyer and transfer related information to a provider of factoring services.
15.6. The Parties shall forthwith notify each other of any event which is likely to affect this Contract, its validity, the rights and/or obligations of the Parties under this Contract or the performance of the obligations assumed by the Parties under this Contract. Neither Party shall be liable for any non-fulfilment of any provision of the Contract due to any event or cause beyond its reasonable control (event of force majeure). If such event or cause persists for a period of 90 days or more, the Party not affected by an event of force majeure may terminate the Contract by giving prior written notice to the affected Party and with no liability to the affected Party.
15.7. Any disputes arising from or related to the Contract that fail to be resolved amicably shall be resolved in accordance with the law of the Republic of Lithuania by a competent court of the place of the registered office of the Seller.
15.8. The Seller may at any time unilaterally amend these General Terms and Conditions of the Contract by giving at least 30 (thirty) calendar days’ notice thereof by e-mail to the Buyer. The Seller shall publish amendments to the General Terms and Conditions of the Contract at https://elgerta.com/en/general-terms-conditions-for-the-purchase-and-goods/. If the Buyer does not agree with amendments to the General Terms and Conditions of the Contract, it has the right to terminate the Contract following the procedure outlined in the General Terms and Conditions.
15.9. In the event of any discrepancy between the General Terms and Conditions and the Special Terms and Conditions of the Contract, the Special Terms and Conditions of the Contract shall prevail.

Elgerta version information: 2019.12.16._V.EN.01
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