DOLOMITAS AB SALE AND PURCHASE AGREEMENT GENERAL TERMS AND CONDITIONS
(Effective as of January 1, 2026)
1. CONCEPTS AND DEFINITIONS
1.1. In this Agreement, the following concepts shall be capitalized and shall have the following meanings, unless otherwise required by the context:
Vehicles shall mean any vehicles used to deliver the Goods, when the Goods are shipped by road and not railways.
General Terms and Conditions shall mean the provisions of the Agreement setting forth the applicable general terms and conditions for the sale and purchase of the Goods.
CE Labeling shall mean special labeling used by the Seller to certify that its products have undergone the respective compliance assessment procedures and are in compliance with the safety, health and environmental protection requirements of the European Union.
CE Certificates shall mean the internal production control certificates certifying that the products comply with the applicable European directives and have undergone the respective compliance assessment procedures, and that the declares properties, values and categories of the crushed product, screened product, mixture of screened and crushed product, unbound mixture and powdered minerals (microaggregates) comply with the following standards: LST EN 12620:2003+A1:2008 Aggregates for concrete, LST EN 13043:2003 and LST EN 13043:2003/AC:2004 Aggregates for bituminous mixtures and mineral materials of surface treatment for roads, airfields and other trafficked areas, LST EN 13242:2003+A1:2008 and LST EN 13242:2003+A1:2008/P:2009 Aggregates for unbound and hydraulically bound materials for use in civil engineering work and road construction, LST EN13450:2003 and LST EN 13450:2003/AC:2004 Aggregates for railway ballast, and LST EN 13285:2018 Unbound mixtures. Specifications.
Credit Limit shall mean the maximum possible unpaid amount at any given time, which the Buyer undertakes to pay the Seller under the terms and conditions set forth in the Agreement.
Seller shall mean Dolomitas AB, enterprise number 167900844, registered office address at Dolomito St. 6 in Petrašiūnai Village, Pakruojis District, Lithuania, Phone +370 421 426 83, E-mail biuras@dolomitas.lt, selling the Goods to the Buyer under the terms and conditions set forth in the Agreement.
Buyer shall mean the Party to the Agreement, the contact details of which are stipulated in the Special Terms and Conditions or Annexes (if no Special Terms and Conditions are signed by the Parties), and which buys the Goods from the Seller under the terms and conditions set forth in the Agreement.
Goods shall mean the products listed in the Special Terms and Conditions and/or Annexes, which are sold by the Seller and purchased by the Buyer under the procedure and terms and conditions set forth in the Agreement.
Loading Point shall mean the quarries or other areas of the Seller, where Goods are loaded, and which are specified in the Special Terms and Conditions and/or Annexes and/or Purchase Orders.
Purchase Order shall mean the purchase order for Goods placed by the Buyer to the Seller in accordance with the terms and conditions set forth in the Agreement.
DoP shall mean the Declaration of Performance, i.e. the documents issued by the Seller and certifying the compliance of the products with declared essential characteristics.
Special Terms and Conditions shall mean the provisions of the Agreement setting forth the applicable special terms and conditions for the sale and purchase of the Goods.
Agreement shall mean the General Terms and Conditions and/or the Special Terms and Conditions, including all and any annexes, changes and supplementations thereof.
Party or Parties shall mean the Seller and the Buyer individually or collectively.
1.2. Unless otherwise required by the context, in the Agreement:
1.2.1. the headings of sections and clauses used in this Agreement are inserted for convenience only and shall be disregarded in construing and interpreting this Agreement;
1.2.2. any references made to documents shall encompass all modifications, supplementations and replacement of such documents, except when such modifications, supplementations and replacements violate the Agreement;
1.2.3. any references made to a section or clause of the Agreement without specifying where it is from the Special Terms and Conditions or General Terms and Conditions shall be deemed a reference to the section or clause of the General Terms and Conditions;
1.2.4. any reference to the Party shall also reference the heirs and successors of the respective Party.
2. PURPOSE OF THE AGREEMENT
2.1. The Seller hereby undertakes to sell and to transfer the Goods to the Buyer based on the placed Purchase Orders and the Buyer hereby undertakes to accept the Goods and to pay the agreed price under the terms and conditions of this Agreement.
3. APPLYING THE GENERAL TERMS AND CONDITIONS
3.1. The Agreement is comprised of the General Terms and Conditions, the Special Terms and Conditions (if any) and annexes. If no Special Terms and Conditions are signed, the Agreement is comprised of the General Terms and Conditions and annexes.
3.2. Any changes to the General Terms and Conditions or consents to exclude certain clauses thereof shall be valid only when clearly listed in the Special Terms and Conditions or made in writing and signed by the authorized signatories of both Parties.
3.3. In case of any discrepancies or conflict between the General Terms and Conditions and the Special Terms and Conditions, the Special Terms and Conditions shall prevail.
4. PURCHASE ORDER PLACEMENT
4.1. The Buyer shall place the Purchase Orders by the e-mail stipulated in the Special Terms and Conditions (or any other method agreed by the Parties if no Special Terms and Conditions are signed) and informs the Seller about the Goods ordered for next week. The Purchase Orders shall be placed by 4 (four) PM of each Thursday once per week by the e-mail stipulated in the Special Terms and Conditions (or any other method agreed by the Parties if no Special Terms and Conditions are signed).
4.2. The Purchase Orders placed by the Buyer shall include information on the quantity of the Goods, preferred days of the week when the Goods should be prepared for loading, whether the Goods will be transported by railway or by Vehicles, the shipping company, and the exact Loading Point (Seller’s site).
4.3. The Seller has the right to fully or partially refuse to accept the Purchase Order and to suspend the accepted Purchase Orders in case of the following circumstances:
4.3.1. The Credit Limit is exceeded by the Purchase Order;
4.3.2. The Buyer fails to make the payment in a timely manner as agreed in the Agreement;
4.3.3. The Purchase Order has been placed by the Buyer without following the terms and conditions of the Agreement;
4.3.4. Non-performance or partial performance by the Buyer;
4.3.5. Unsuitable weather conditions, economic, organizational, technological and other important circumstances that the Seller cannot be held liable for and that occur after the signing of the Agreement and impede the fulfilment of the undertaken contractual obligations (hereinafter referred to as Reasonable Circumstances) might prevent the Seller from supplying all or part of the Goods listed in the Purchase Order. In case of any Reasonable Circumstances, the Seller shall notify the Buyer in writing about their occurrence and estimated impact on the Purchase Order as soon as possible. In the event of Reasonable Circumstances, the Seller shall not be held liable for any losses, unreceived income or other expenses incurred by the Buyer due to non-performance or partial performance by the Seller. Reasonable Circumstances shall not be deemed breach of the Agreement or improper performance by the Seller.
4.4. If the quantity of the Goods ordered by the Buyer exceeds 3 000 (three thousand) tons per week, the Buyer shall submit a monthly plan no less than 10 (ten) days till the beginning of the next month by the e-mail stipulated in the Special Terms and Conditions (or any other e-mail agreed by the Parties if no Special Terms and Conditions are signed). The monthly plan shall contain information on the quantities of the Goods required each week sorted by fraction, and the Loading Points of the Goods. The weekly Purchase Orders shall also be placed as set forth in Articles 4.1 and 4.2 of the General Terms and Conditions without deviating from the monthly plan.
5. PRICE AND PAYMENT TERMS AND CONDITIONS
5.1. The price and assortment of the Goods are stipulated in the Special Terms and Conditions and/or annexes to the Agreement. Upon expiration of the term of the Special Terms and Conditions and/or annexes to the Agreement, the price and assortment of the Goods shall be no longer valid and the Seller has the right to no longer accept the Purchase Orders at the old prices or to deliver the Goods. If the Parties fail to agree on the new price and assortment within 15 (fifteen) calendar days, the Seller has the right to unilaterally terminate the Agreement with no separate notice (financial obligations under the Agreement or its annexes shall remain legally binding till the full settlement between the Parties). The price of the Goods shall be specified in euros per ton without VAT. The price shall include railway transportation expenses (if the Goods are to be delivered by railway) and loading and weighing costs at the Loading Points.
5.2. The Seller has the right to unilaterally adjust the price and assortment of the Goods stipulated in the Special Terms and Conditions and/or annexes hereto. The Seller shall notify the Buyer about any price adjustments 15 (fifteen) calendar days in advance. If the Buyer does not consent to the new prices, the Seller has the right to refuse Purchase Orders at the old prices, refrain from delivering the Goods and terminate the Agreement (or its part) without any separate notice of termination as soon as the old prices expire. If the Buyer fails to clearly notify the Seller in writing about its non-consent to the new prices, it shall be deemed that the Buyer has consented to the changes in prices and the prices indicated in the respective notice shall be applicable as of the stipulated date. The respective notice shall be deemed a consent to changes to the Agreement by the Parties and shall be an integral part hereof, unless the changes are formalized by concluding an annex hereto, signing a new version of Special Terms and Conditions, etc.
5.3. Invoices for the Goods shall be sent electronically to the e-mail addresses specified in the Special Terms and Conditions or other means agreed by the Parties, if no Special Terms and Conditions are signed.
5.4. The payment procedure applicable to the Buyer shall be set forth in the Special Terms and Conditions or the Invoice, if no Special Terms and Conditions are signed.
5.5. Payment procedure, terms and conditions in case of no payment deferral:
5.5.1. The Buyer shall pay for the entire weekly quantity of the Goods as per the Purchase Order by wire transfer based on the issued invoice before the actual transfer (loading) of the first batch of the Goods to the first carrier;
5.5.2. If, due to some reason, not all of the paid for Goods are delivered to the Buyer based on the Purchase Order, the difference in the paid amount and the price of the delivered Goods may be used to pay for the Goods scheduled to be delivered next week or, if so requested by the Buyer, refunded.
5.6. Payment procedure, terms and conditions in case of payment deferral:
5.6.1. The Buyer shall pay for the Goods within the payment deferral term specified in the Special Terms and Conditions, which is calculated from the day of invoicing.
5.7. All past due payments by the Buyer shall incur a late payment fee at the rate of 0.02% of the past due amount accruing for each day of delay, calculated from the next day after the expiration of the payment term till full payment. The late payment fee shall not release the Buyer from the obligation to pay the principal debt and has no impact on the Seller’s right to receive further reimbursement for any incurred damages, provided that the damage exceeds the accrued late payment fee. The late payment fee shall accrue automatically with no separate notice from the Seller.
5.8. The payment received by the Seller from the Buyer shall first be credited to cover any late payment fees, interest, losses or other amounts due and then the principal debt.
6. CREDIT LIMIT
6.1. The Credit Limit granted by the Seller to the Buyer shall be stipulated in the Special Terms and Conditions or a separate document certified by the Seller.
6.2. If the Buyer exceeds the Credit Limit, the Seller has the right to suspend the supply of the Goods and/or processing of new Purchase Orders until the Buyer covers any debts and the Credit Limit is no longer exceeded.
6.3. If the Buyer exceeds the Credit Limit and the Parties have no written agreement covering these circumstances, the Seller has the right to:
6.3.1. Demand that the Buyer immediately pays the amount by which the Credit Limit is exceeded;
6.3.2. Charge late payment fees and/or forfeit as set forth hereinafter;
6.3.3. Unilaterally decrease or revoke the Credit Limit granted to the Buyer;
6.3.4. Suspend any further services or delivery of the Goods till all obligations of the Buyer are fulfilled.
6.4. The Seller shall not be held liable for the suspended delivery of the Goods or any other inconvenience caused due to the Buyer exceeding the Credit Limit.
6.5. The Seller may grant a Credit Limit to the Buyer with respect to the Buyer’s liquidity, asset structure, profitability, efficiency, net working capital ratio, competitiveness, trading partners or other reasonable and impartial criteria proving the reliability of the Buyer. The amount and payment term of the Credit Limit are stipulated in the Special Terms and Conditions. The Buyer shall assume the financial liability for the amount of the granted Credit Limit.
6.6. Having notified the Buyer 20 (twenty) days in advance, the Seller has the right to unilaterally change or revoke the Credit Limit or the payment term. Article 6.6 of the General Terms and Conditions and its application shall not be associated with Articles 6.7 and 6.8 of the General Terms and Conditions.
6.7. The Credit Limit might be decreased or revoked immediately with no separate notice in the following circumstances: the Seller discovers that the Buyer has past due amounts to third parties; interim measures or debt recovery are applied with respect to the Buyer; an agreement is made with the creditors of the Buyer concerning debt repayment that might result in the Seller incurring losses; asset, fund or other type of seizure or attachment is applied with respect to the Buyer that might have a large impact on its solvency; the Buyer fails to provide the information listed in Article 7.1.2 hereinafter in a timely manner or the Buyer violated payment terms and conditions for longer than 7 (seven) days;
6.8. If the Seller has any basis to believe that the solvency of the Buyer does not correspond to the granted Credit Limit, the Seller has the right to either decrease or revoke the Credit Limit immediately with no separate notice and/or to suspend the supply of the Goods until the Buyer decreases its debt to the amount acceptable to the Seller and/or submits an additional performance bond to the Seller.
6.9. If the Seller requests to provide an additional performance bond, the Parties shall coordinate the respective performance bond and its submission term (e.g. bank bond, mortgage of Buyer’s assets deemed acceptable by the Seller or warranty given by a financially reliable entity, etc.).
6.10. Invoices issued to the Buyer might be covered by trade credit insurance by the Seller.
7. RIGHTS AND OBLIGATIONS OF THE PARTIES
7.1. Obligations of the Buyer:
7.1.1. The Buyer shall place the Purchase Orders and monthly plans in a timely manner as set forth in the Agreement;
7.1.2. For the purpose of assessing the Buyer’s solvency to fulfill the undertaken contractual obligations, the Seller has the right to at any time request that the Buyer submits documents confirming its financial status and solvency, including, but not limited to: annual financial statements, certificates from the State Tax Inspectorate and State Social Insurance Fund Board (Sodra), auditor’s conclusion (if applicable), certificate from the credit bureau or other documents confirming proper settlement with creditors. The Buyer undertakes to submit the requested documents within 10 (ten) calendar days from the date of receipt of the Seller’s request.
7.1.3. The Buyer shall notify the Seller about any solvency issues and/or information that the Buyer or a third party intends to or has already filed for restructuring, bankruptcy and/or other type of insolvency proceedings of the Buyer immediately but no later than 3 (three) calendar days after finding out or the day it was supposed to be informed of such;
7.1.4. If the Goods are to be delivered by Vehicles, the Buyer shall handle the delivery process at own cost and ensure smooth collection of the Goods and timely arrival of the Vehicles for loading;
7.1.5. When collecting the Goods at the Loading Points or outsourcing a third party for this purpose, the Buyer undertakes to ensure and shall be liable for compliance with all traffic safety, occupational safety, fire safety requirements, cargo loading, securing and transportation requirements, as well as the requirements of the Seller’s Framework for Safe Loading/Unloading and Weighing of Vehicles and Railway Wagons, with all its amendments, additions or Buyer’s local legislation replacing the said Framework. The Buyer shall also be liable for the outsourced carrier holding all the necessary permits and licenses and meeting other requirements set forth in the laws.
7.1.6. The Buyer shall pay the price for the Goods in a timely manner as set forth in the Agreement;
7.1.7. The Buyer shall immediately but no later than in 5 (five) business days notify the Seller about any changes in their banking and contact details stipulated in the Agreement;
7.1.8. If so requested by the Seller, the Buyer shall provide proof of payment for the Goods by e-mail or other ways agreed by the Parties;
7.1.9. The Buyer hereby represents and warrants that neither their company nor the people with significant direct or indirect control in the company, i.e. those holding more than 25% of the company shares, and neither the carriers nor any other third parties outsourced by the Buyer for performance of contractual obligations, if any, nor the economic activities such entities are engaged in with respect to the supplied goods are subject to any international sanctions (including those imposed by the United States of America) or other restrictive measures established by the laws of the European Union (hereinafter referred to as the Sanctions). The Buyer hereby confirms to be aware that in case of breach of this provision and/or any other law governing the Sanctions, the Seller is entitled to immediate unilateral termination of the Agreement without an advance notice or court intervention, and shall not be obligated to pay any forfeit or penalty in relation to such termination. Moreover, in case the Seller faces any liability due to aforementioned breach of contract, the Buyer shall be obligated to reimburse all the losses incurred by the Seller in relation to the said breach of contract and/or violation of any law governing the Sanctions, including but not limited to any fines and penalties imposed by governmental institutions. The Buyer shall notify the Seller in case of any changes in the information set forth hereof in this Article within 5 days.
7.2. Obligations of the Seller:
7.2.1. The Seller shall accept the Purchase Orders placed by the Buyer or inform the Buyer, if the Seller is unable to supply the ordered quantities due to the circumstances listed in Article 4.3 hereof;
7.2.2. The Seller shall transfer the Goods listed in the Purchase Order to the Buyer after receiving the full payment (unless the payment is deferred). If the Seller is unable to supply the quantity of the Goods stipulated in the Purchase Order, the Seller shall inform the Buyer of the available quantity immediately but no later than before the beginning of the week that the Goods were supposed to be transferred to the Buyer;
7.2.3. The Seller shall plan and handle the loading and weighing of the Goods at the Loading and Unloading Points for railway transportation (if the Goods are to be delivered by railway);
7.2.4. The Seller shall present the mandatory documents confirming the quality and transfer of the Goods along with the Goods as required by the laws of the Republic of Lithuania;
7.2.5. The Seller shall immediately but no later than in 5 (five) business days notify the Buyer about any changes in their banking and contact details stipulated in the Agreement.
7.3. The Parties hereby undertake to fulfill the obligations listed in Articles 7.1-7.2 hereof in a proper and timely manner.
8. TRANSFER AND DELIVERY OF THE GOODS
8.1. The Goods shall be loaded into Vehicles or railway wagons at the Loading Point stipulated in the Special Terms and Conditions and/or annexes hereto. The Goods shall be deemed duly transferred as of the moment they are loaded into the Vehicles or railway wagons, except when the delivery of the Goods is handled by the Seller. In the latter case, the Goods shall be duly transferred and delivered as of the moment of their unloading.
8.2. Deliveries by Vehicles shall be handled and planned by the Buyer. However, the Buyer and the Seller may agree on the Seller taking over the delivery of the Goods by Vehicles at an extra price. In such a case, the price of the delivery of the Goods and other terms and conditions in so far as they are not covered by the General Terms and Conditions shall be laid down in the Special Terms and Conditions and/or annexes hereto or separate agreements.
8.3. When the Goods are delivered by the Buyer or its chosen carrier:
8.3.1. The Buyer shall supply the required number of Vehicles for the loading of the ordered quantity of the Goods in a timely manner. If the Buyer fails to supply the Vehicles in a timely manner, the Seller has the right to disregard the loading terms stipulated in the Purchase Order. In such a case, the Seller shall load the Goods as soon as it is acceptable and suitable to the Seller with respect to the Seller’s workload, planned procedures and other circumstances affecting the loading process.
8.3.2. The Buyer shall supply the Vehicles suitable for the type of the Goods based on their qualities and be in possession of all the necessary permits, licenses, etc.;
8.3.3. Irrespective of the Agreement term, the Buyer shall be obligated to reimburse the Seller for any incurred loss and expenses, imposed fines and sanctions, and any other type of payments made by the Seller and/or their employees due to the actions or inaction of the Buyer and/or their outsourced carriers, and/or their failure to obey to the applicable laws, including but not limited to the following: a) If the Seller is held liable by the companies managing/ guarding the loading/storage locations of the Goods due to certain actions or inaction of the Buyer’s carriers, or b) If the carriers outsourced by the Buyer do not have or fail to present the licenses required to transport cargo or permits to use roads of national significance issued for oversize load and/or heavy-duty vehicles as set forth in the Road Traffic Safety Law of the Republic of Lithuania, or c) In case the data indicated in the documents (permits, licenses) do not match the actual data.
8.4. When the Goods are delivered by the Seller or its chosen carrier:
8.4.1. The Buyer shall stipulate the exact delivery address and chose a suitable delivery and unloading site for the Goods so that the Vehicles of the Seller or outsourced carrier could safely arrive and unload the Goods without violating any applicable laws;
8.4.2. The Buyer shall accept the Goods and fully unload the Vehicles no later than 15 (fifteen) minutes after the arrival at the delivery location. The Buyer shall pay a fine of 100 (one hundred) euros for each full and/or started hour of downtime at the request of the Seller. The time for unloading starts as of the moment the Seller or the outsourced carrier arrives at the unloading site, presents the respective accompanying documents to the Buyer and the Vehicle is fully ready for unloading.
8.4.3. Unless agreed otherwise by the Parties, the Seller shall deliver the Goods only in fully loaded 25 (twenty-five) or 28 (twenty-eight)-ton Vehicles.
8.5. Unless agreed otherwise by the Parties, the tare of the Goods which is usually not given to the final user and is intended only for transportation and storage (such as containers, pallets, boxes, gaskets, etc.) shall not be sold to the Buyer and shall remain the property of the Seller.
9. QUALITY OF THE GOODS AND THE OBLIGATION TO CHECK THE QUALITY
9.1. The quality and properties of the Goods shall comply with the CE certificate standards and DoP requirements and other requirements laid down in the laws of the Republic of Lithuania, this Agreement and its annexes.
9.2. The Buyer shall inspect the Goods within 3 (three) business days of their delivery but no later than before the Goods are used. In case of detecting any defects, the Buyer shall immediately, but no later than within 3 (three) working days, inform the Seller about the defects of the Goods and call the Seller’s representative to check the quality of the Goods at the unloading site. If the defects of the Goods are related to quality, upon the arrival of the Seller’s representative at the unloading site, samples of the Goods shall be selected and their collection shall be formalized in a sample collection report. The selected samples of the Goods shall be sent to an independent accredited laboratory for quality testing. The Buyer shall, at its own expense, store the Goods properly (without deteriorating their quality, reducing their quantity, etc.) until all issues related to the quality/weight discrepancy of the Goods are resolved and the test results (if any) are received, unless the Parties agree otherwise. If the Buyer consumes all or part of the Goods before the test results are received, the Parties agree that this shall be deemed to be the Buyer’s acknowledgment that the Goods have no defects (regardless of the test results) and that the Parties have resolved this issue and shall have no further claims in this regard in the future. Any dispute regarding the quality of the Goods shall be resolved through negotiations between the Parties.
9.3. The Buyer has no right to lay claims concerning defects of the Goods, if:
9.3.1. The Buyer violates the term for checking the Goods and notifying the Seller set forth in Article 9.2 hereof;
9.3.2. The claims are filed concerning the quantity of the Goods, though the representative of the Buyer or the representative of the Buyer’s carrier took part or had the right to take part in the weighing of the Goods.
9.4. Claims concerning the non-compliance of the weight of the Goods loaded on railway wagons shall only be accepted upon presentation of the report on repeated weighing of unloaded wagons.
9.5. The Seller shall be released from liability for defects of the Goods if the Goods have been used for purposes other than their intended purpose or the defects have been caused by improper transportation (except when the Goods are transported by the Seller) and/or warehousing conditions.
10. TRANSFER OF TITLE AND RISK OF ACCIDENTAL LOSS
10.1. Title of the Goods supplied by the Seller shall pass over to the Buyer only after the full payment is made, except in cases where the Goods are, by their nature, consumed in the course of work or production. In such a case, it shall be deemed that the title of the Goods delivered by the Seller shall pass over to the Buyer after the full payment is made or from the moment they are actually consumed, whichever occurs first; however, the Buyer shall assume all associated risks and full payment obligations from the moment of transfer of the Goods, regardless of the result of consumption or use of the Goods. The Buyer undertakes not to take any action that could violate the Seller’s legitimate interest in receiving full payment for the Goods.
10.2. Irrespectively of whether or not the title of the Goods passed over to the Buyer, the risk of accidental loss, breakdown or decrease of the Goods shall pass over to the Buyer as of the moment of transferring the Goods.
11. AGREEMENT VIOLATIONS AND LIABILITY
11.1. The Parties hereby undertake to fulfill their obligations under the Agreement properly and in good faith and to refrain from any actions that could cause damage to the other Party.
11.2. Failure to fulfill any of the undertaken contractual by one of the Parties shall be deemed a violation of the Agreement. The non-performing Party shall reimburse the other Party for any incurred direct losses.
11.3. In case of failure to fulfill the obligations set forth in Article 7.1.5 hereof, the Buyer shall pay a fine of 100 (one hundred) euros for each case of violation.
11.4. The Party outsourcing third parties, including but not limited to carriers, for the fulfillment of contractual obligations shall be liable for their actions as if they were its own.
12. FORCE MAJEURE
12.1. A Party shall not be held liable for non-performance if it can prove that the failure to perform was a result of force majeure (Articles 6.212 and 6.253 of the Civil Code) which the Party had no way of foreseeing, avoiding or overcoming at the moment of concluding the Agreement. Force majeure shall not be deemed to include circumstances where a Party lacks the necessary financial resources to properly perform the Agreement or where the Party’s contractors are in breach of their obligations.
12.2. A Party non-performing due to force majeure shall notify the other Party in writing no later than within 10 (ten) calendar days after the occurrence of such force majeure circumstances or becoming aware of them, indicating the nature of such circumstances and their expected duration. In such a case, the fulfillment of contractual obligations shall be suspended until the force majeure subsides. If force majeure circumstances last longer than 3 (three) months, each Party has the right to terminate the Agreement in whole or in part, and neither Party shall have the right to claim compensation for losses incurred as a result.
12.3. The Parties agree that upon the adoption and entry into force of legislation related to the pandemic, or in the event of the imposition of local quarantine measures at the Buyer’s or Seller’s premises or at the Seller’s Loading Points, resulting in the suspension of activities or the introduction of restrictions disrupting the execution of the Agreement, the fulfillment of contractual obligations may be suspended or postponed only to the extent that this is caused by disruptions in the production and delivery chain of the Goods (or part thereof). The Party affected by the risks and restrictions related to the circumstances described above shall notify the other Party in writing. The same conditions apply to the Buyer in relation to the risk of suspension or restriction of its activities in the event of a pandemic (except for payments for delivered Goods).
13. AGREEMENT TERM, TERMINATION AND CHANGES TO THE AGREEMENT
13.1. The Agreement comes into force as of the day stipulated in the General Terms and Conditions. The General Terms and Conditions shall be legally binding indefinitely. The specific provisions set forth in the Special Terms and Conditions and/or annexes to the Special Terms and Conditions shall be valid for the respective term indicated in the Special Terms and Conditions and/or annexes to the Special Terms and Conditions. If no validity term is indicated for the Special Terms and Conditions and/or their annexes, it means that they shall be valid for 12 (twelve) months from signing.
13.2. Either Party has the right to prematurely and unilaterally terminate the Agreement or open-ended Agreement without court intervention at any time without indicating its reasons, having notified the other Party of such termination 14 (fourteen) calendar days in advance.
13.3. In case of material breach of the Agreement, the aggrieved Party has the right to serve the non-performing Party a notice of unilateral Agreement termination (Article 6.218(1) of the Civil Code). The Agreement shall be deemed terminated on the second (2) calendar day from the serving of the notice of termination.
13.4. The Parties hereby agree that the following shall be deemed material breaches of the Agreement for the purposes of Article
13.3 hereof:
13.4.1. The Buyer has failed to make the payment in a timely manner and has additionally failed to make the payment within the extended payment term granted by the Seller;
13.4.2. The Buyer has failed to submit the information and/or documents specified in Article 7.1.2 and/or 7.1.3 hereof or any other certifications or bonds as requested by the Seller to confirm the solvency of the Buyer;
13.4.3. Either Party breaches the provisions of Articles 15.3 and 17.3 of the General Terms and Conditions;
13.4.4. The Buyer breaches the provisions of Article 7.1.9 hereof;
13.5. Termination or expiration of the term of the Agreement and/or Special Terms and Conditions and their annexes on any grounds shall release both Parties from further fulfilment of contractual obligations (including the execution of accepted Orders), but shall not release the Parties from financial obligations that arose prior to the termination or expiration of the term of the Agreement and have not yet been fulfilled, nor shall it cancel the right to claim compensation for losses incurred due to non-performance or improper performance of the Agreement, as well as penalties, and shall not affect the validity of other terms of the Agreement if such terms remain valid in essence after the termination or expiration of the term of the Agreement (including, but not limited to the terms of the Agreement establishing the representations and warranties of the Parties, confidentiality, and the liability of the Parties).
13.6. Any changes to this Agreement shall be valid only when made in writing by the Parties. In certain cases set forth in the Agreement, the changes may be made unilaterally by the Seller. Changes to the Agreement both unilaterally and by consent of both Parties shall be made in writing, including the procedure set forth in Article 13.7 hereinafter.
13.7. The Parties hereby agree that, regardless of the method of signing, the following shall be deemed equivalent to written form: a) the exchange of scanned copies of the agreement signed by both Parties via email; b) a copy signed with the qualified electronic signatures of both Parties; c) sending a notice of unilateral amendment of the terms of the Agreement, signed and scanned by the Seller, to the Buyer by email. Such an agreement and/or notice shall be considered an original document, duly confirming the will of the Parties and having the same legal force as documents signed by hand or with a qualified electronic signature, and shall become an integral part of the Agreement.
13.8. This Agreement constitutes the entire agreement of the Parties and supersedes all prior communications, understandings and agreements relating to the subject hereof (including the General Terms and Conditions and Special Terms and Conditions.
14. PERSONAL DATA PROCESSING
14.1. The Parties shall process the personal data of their employees, authorized signatories, other representatives or individuals (data subjects) transferred to each other for the purposes of concluding, executing, and administering the Agreement, as well as for the purpose of filing or defending against claims or other demands, fulfilling the obligations stipulated in the laws applicable to the Parties, and on the legal grounds corresponding thereto. Each Party acts as a data controller and is independently responsible for the proper implementation of the provisions of the General Data Protection Regulation (EU) 2016/679 and other legal norms.
14.2. Each Party shall secure the personal data provided by the other Party for the entire term of the Agreement and for 10 years after the expiration of its term, to the extent necessary to file or defend against claims or other demands, and to fulfill the obligations stipulated in the laws applicable to the Party.
14.3. Personal data may be provided to the following data recipients: data center and cloud service providers, software providers and their maintenance personnel, loading, transportation, insurance, financial service or other service providers, and other data recipients to whom personal data must be provided in accordance with the legal requirements applicable to the Party.
14.4. To the extent not discussed in the Agreement, the Party that provided the data shall be responsible for the legality of data transfer and informing data subjects about the processing and transfer of their data to the other Party. The information provided to the data subject shall include the following: personal identification and contact details of the other Party as the data controller, the purposes of the processing of personal data, the legal basis, the storage period, the recipients of the data as specified in clause
14.3 of the Agreement and the rights available under the General Data Protection Regulation (EU) 2016/679.
14.5. The Parties shall notify each other of any data security breaches and any situation that poses or may pose a threat to data security by using the contact details stipulated in the Agreement.
14.6. The Buyer shall inform its employees and other outsourced parties that their personal data will be transferred to the Seller. The Buyer’s employees and other outsourced parties must be informed before their data is transferred to the Seller. For this purpose, the Seller shall provide any Information Notice on the Processing of Personal Data, which contains information about the processing of personal data carried out by the Buyer. The Buyer shall familiarize its employees and other persons involved with the Information Notice by signing it, sending it by e-mail or in any other way, proving the submission of the notice. At the Seller’s request, the Buyer shall immediately provide the Seller with the aforementioned evidence.
15. CONFIDENTIALITY
15.1. Confidential information under the Agreement (hereinafter referred to as the Confidential Information) shall be comprised of the following: a) The General Terms and Conditions, Special Terms and Conditions, all annexes to the Agreement (if any) and their changes, b) The purchase plans submitted by the Buyer, c) any information and data (given both in writing and verbally) about the transportation price of the Goods and discounts, d) accounting documents (invoice, bill of lading, credit invoice, debit invoice, etc.), e) all and any Seller’s and/or Buyer’s production and commercial secrets and know-how, f) any other information that the Seller and/or the Buyer deems to be confidential / commercial secret, if such information/data were supplied respectively to the Seller and/or Buyer.
15.2. Confidential Information shall also include any documents and/or other information created/prepared by the Seller and/or the Buyer on the basis of the above-mentioned information/data, and/or which contains the above-mentioned information/data or any part thereof.
15.3. Each Party hereby undertakes to:
15.3.1. Use the Confidential Information of the other Party only to the extent it is required to fulfill the undertaken contractual obligations and in so far it is permitted under the Agreement;
15.3.2. Take measures that guarantee a level of security for Confidential Information that is no lower than the measures used by the Seller and/or Buyer to protect their own information of a similar nature;
15.3.3. Notify the other Party about any disclosure of Confidential Information that the Party was obligated to reveal under the governing law or following the legal instructions of competent court or governmental institutions;
15.3.4. Refrain from disclosing the Confidential Information to any parties without the written consent of the other Party given in advance, except the entities listed in Article 15.4 of the General Terms and Conditions.
15.4. Confidential Information may only be disclosed to the Seller’s and/or Buyer’s employees, consultants, advisors, other individuals or legal entities outsourced by the Seller and/or Buyer to fulfill the contractual obligations, who need such Confidential Information for the performance of the Agreement (including, but not limited to entities providing loading and transportation services), controlling persons, shareholders, the financial institution financing the Party, the insurance company providing trade credit or civil liability insurance for the Party, lawyers, debt collection companies (only in the case of overdue debts), audit companies, lawyers and financial advisors who provide legal or financial services to either Party, and potential investors.
16. GOVERNING LAW AND RESOLUTION OF DISPUTES
16.1. The Agreement and any associated rights and obligations shall be governed by the law of the Republic of Lithuania.
16.2. The Parties shall attempt to amicably resolve all disputes arising from or in relation with this Agreement. In the event of failure to reach a consensus, unresolved disputes shall be handled in the court of the Republic of Lithuania in accordance with the laws of the Republic of Lithuania.
17. FINAL PROVISIONS
17.1. The Parties have the right to transfer their rights and obligations under this Agreement to third parties only with the written consent of the other Party. The Seller has the right to transfer or pledge the claims arising from this Agreement to its financing entity (e.g., provider of invoice factoring services) or in the cases set forth in this Agreement without the separate consent of the Buyer.
17.2. If the Buyer fails to comply with the terms of payment for the Goods specified in the Agreement, the Seller has the right to transfer its payment claims under the Agreement to debt collection companies/ individuals without the Buyer’s consent.
17.3. The Parties undertake not to disclose the contents of this Agreement to third parties during the term of the Agreement and for 1 (one) year after the termination/expiration of the term of the Agreement, except in cases where the provision of information is mandatory to governmental authorities. In such a case, the Parties undertake to notify the other Party of such disclosure within 3 (three) calendar days.
17.4. All notices, consents, and other information under the Agreement shall be sent to the addresses specified in the Special Terms and Conditions or to the e-mail address agreed upon by the Parties. If no Special Terms and Conditions are signed, all notices shall be made in writing and shall be deemed to have been duly delivered when they are actually received, and may be:
17.4.1. delivered personally or by registered mail;
17.4.2. sent by e-mail.
17.5. If the notice is sent by e-mail, it shall be deemed to have been duly served to the Party on the same day if it was sent on a business day before 5 PM (seventeen o’clock), or on the next business day if it was sent on a non-business day or after 5 PM (seventeen o’clock). If the notice is sent by post, it shall be deemed to have been duly served to the Party 7 (seven) calendar days after dispatch.
17.6. The Seller has the right to change the General Terms and Conditions unilaterally, having notified the Buyer no later than 30 (thirty) calendar days in advance. Having received such a notice, the Buyer has the right to terminate the Agreement as set forth in Article 13.2 hereof.
17.7. Annexes to the Agreement shall be an integral part hereof, provided that they have been signed by authorized signatories of both Parties.