TERMS AND CONDITIONS
UAB POLIVEKTRIS NORDIC
Version of 26 October 2026
- GENERAL
1.1 These general terms and conditions for the sale of goods (the “Terms”) apply to all current and future purchases of Goods and Services by the Buyer from the Seller, to the exclusion of all other terms and conditions, including any terms or conditions which the Buyer may seek to apply under any request for quotation, purchase Order, order acknowledgment or similar document.
1.2 All Orders for Goods and Services shall be deemed to be an offer by the Buyer to purchase Goods and/or Services pursuant to these Terms. By placing an Order the Buyer confirms that these Terms have been made available to it and that it has read and accepted them.
1.3 Any variation of or deviation from these Terms (including any special terms and conditions agreed between the parties, including without limitation as to discounts) shall be inapplicable unless agreed In writing by the Seller.
1.4 Receipt of the Order Confirmation without a Written objection under clause 2.4, acceptance of delivery of the Goods or Services, or payment of any part of the price shall each be deemed conclusive evidence of the Buyer’s acceptance of these Terms.
1.5 The applicability of the Buyer’s conditions of purchase and/or general terms and conditions is expressly excluded, regardless of whether the Buyer refers to them in a request for quotation, Order or other communication addressed to the Seller, and even if the Seller does not object to them or performs the Contract with knowledge of them.
1.6 In these Terms, the following terms are defined as follows:
1.6.1 “Seller” – the private limited liability company UAB “POLIVEKTRIS NORDIC”, established under the laws of the Republic of Lithuania, company code 307344551, VAT code LT100019325819, registered office at Popierinės g. 3, Jašiūnai, LT-17250, Šalčininkų r. sav., Lithuania.
1.6.2 “Buyer” – a company, organisation, body or person who buys Goods and/or Services from the Seller for business or professional purposes. These Terms do not apply to consumers.
1.6.3 “Goods” – the articles to be supplied to the Buyer by the Seller.
1.6.4 “Services” – all activities performed by the Seller or arranged to be performed on the Buyer’s instructions in addition to the sale of Goods.
1.6.5 “Order” – a Written request by the Buyer to buy Goods and/or Services, as described in clause 2.1.
1.6.6 “Order Confirmation” – a Written confirmation sent by the Seller, by which it accepts the Order placed by the Buyer.
1.6.7 “Contract” – the agreement between the Seller and the Buyer concluded under Section 2, consisting of the Order Confirmation and these Terms.
1.6.8 “TDS” – the Seller’s technical data sheet for the relevant Goods.
1.6.9 “CMR” – the standardised consignment note used for international carriage of goods by road, including its electronic form.
1.6.10 “Delivery note” – the standardised consignment note used for carriage of goods by road within the Republic of Lithuania.
1.6.11 “In writing” or “Written” – a letter, e-mail or document delivered by one party to the other by post, courier, registered mail or e-mail.
1.6.12 “Business day” or “Working day” – a day other than Saturday, Sunday or a public holiday in the Republic of Lithuania.
1.7 The Seller may amend these Terms by publishing a new version at https://polinordic.com/terms-and-conditions. The version published on the date of the Order Confirmation applies to the Contract. Contracts concluded before the publication of a new version remain governed by the version applicable on the date of their Order Confirmation.
2.
ORDERS AND SPECIFICATIONS2.1 The Order shall be made electronically by e-mail to export@polinordic.com or to a specific contact person of the Seller’s sales department, provided that the e-mail address contains the @polinordic.com domain. The Order shall include at least: the specification and description of the Goods (name and code of the Goods) and Services, the quantity, contact and shipping addresses and the preferred delivery date. The Buyer shall provide all available contact information about the receiver of the Goods, including company name, address, contact persons, telephone numbers and e-mail addresses. The Buyer is responsible for the accuracy of the Order and of any specification it provides.
2.2 Any Order shall become binding upon the Seller only when accepted In writing by the Seller’s Order Confirmation. The Seller shall be bound by verbal agreements only after and insofar as they have been confirmed by the Seller In writing in an Order Confirmation.
2.3 The Seller informs the Buyer In writing whether the Order is confirmed within 3 (three) business days after receiving the Order. If the Seller has not provided the Order Confirmation within this period, the Order shall not be considered accepted and no Order Confirmation shall be tacitly assumed.
2.4 Each Order Confirmation refers to these Terms and contains a link to them. If the Buyer does not agree with the Order Confirmation or with these Terms, it must inform the Seller In writing within 1 (one) working day after receiving the Order Confirmation. If no Written objection is received within this period, the Contract is concluded on the terms of the Order Confirmation and these Terms, even if the Order Confirmation deviates from the Order. If the Buyer objects in time, the Seller may, at its sole discretion and without any liability, either accept the objection In writing or withdraw the Order Confirmation.
2.5 The Seller is entitled to make any changes in the specification of the Goods and/or Services which are required to conform to any applicable statutory provisions or which do not materially affect the quality of the Goods or the performance of the Services.
2.6 The Buyer is not entitled to revoke, cancel, reduce or postpone any Order after the Order Confirmation, unless the Seller has agreed to it In writing. In that case the Buyer shall pay all costs, charges and expenses incurred by the Seller in respect of the Order (including raw materials, work in progress, finished Goods, packaging, transport and third-party charges). For Goods made to the Buyer’s specification (including non-standard dimensions, colours, protective films or cutting) for which production has started or materials have been ordered, the Buyer shall pay the full price, and the Seller shall hold the Goods available for collection.
2.7 All pictures and specifications of performance in the Seller’s catalogues, price lists, website and advertisements are approximate. The Seller does not guarantee the correctness of such details regarding weight, dimensions, colour etc. Values in the TDS are typical values and are not guaranteed unless expressly confirmed In writing. Where no tolerances are specified in the Order Confirmation, the tolerances in the TDS or, if none, in the applicable EN or ISO standard apply.
2.8 Documents which the Seller is required by law to provide with the Goods (in particular a declaration of performance and CE marking where the Goods fall under a harmonised standard under the Construction Products Regulation, and information on substances of very high concern under Article 33 of the REACH Regulation) are provided free of charge. Other certificates, test reports and declarations are provided only if agreed in the Order Confirmation and may be charged.
2.9 The Buyer is solely responsible for determining whether the Goods are suitable for its intended use, processing and installation. Technical advice given by the Seller is non-binding unless confirmed In writing as a warranty.
3.
PRICES3.1 Unless otherwise agreed, all prices given by the Seller are based on delivery FCA (Incoterms® 2020) and exclude value added tax and other applicable taxes and duties. Any additional related costs shall be borne by the Buyer, including inter alia transport costs, customs duties, consular fees, freight and insurance premiums.
3.2 The price of the Goods shall be the price specified in the Seller’s Order Confirmation or, if none, in the Seller’s quotation or, if none, in the Seller’s price list applicable on the date of the Order Confirmation.
3.3 Unless otherwise specified in the Seller’s quotation, the quotation is valid for 30 (thirty) days from its date. A quotation is not binding on the Seller until confirmed by an Order Confirmation.
3.4 Prices stated in the Order Confirmation are binding. The Seller may amend the agreed price of undelivered Goods only: (a) to reflect new or increased taxes, duties or other public charges applicable to the Goods by law; (b) where the price is agreed in a currency other than EUR and the exchange rate against EUR changes by more than 5% (five per cent) between the date of the Order Confirmation and the date of invoicing; or (c) where, after the Order Confirmation, exceptional circumstances beyond the Seller’s control which could not reasonably have been foreseen (including force majeure under Section 15, severe market disruptions or a sudden extraordinary increase in raw material or energy prices) make performance at the agreed price excessively onerous for the Seller. In case (c), the Seller shall notify the Buyer In writing, with reasons, before dispatch and propose an amended price; if the parties do not agree on the amended price within 5 (five) business days, either party may cancel the affected Goods not yet produced, without liability of either party.
3.5 If the Seller provides transport services to the Buyer, the Buyer shall pay the transport price stated in the Order Confirmation or, if none, the price that the Seller has paid to the transport company, including fuel surcharges, insurance and waiting charges.
4.
TERMS OF PAYMENT4.1 The method, currency and timing of payments shall be specified in the Order Confirmation and the invoice. Unless otherwise agreed, all payments shall be made by bank transfer in EUR (euro) to the Seller’s bank account. The Buyer shall bear all transaction charges, except the charges of the Seller’s own bank. A payment is made when the full amount has been credited to the Seller’s account.
4.2 If the Seller has neither established a credit limit for the Buyer In writing nor agreed a payment term in the Order Confirmation, the Buyer shall pay 100% (one hundred per cent) of the price in advance, before production or dispatch, on the basis of the Seller’s pro forma invoice. Otherwise, the Buyer shall pay the full price within the term stated in the Order Confirmation or, if none, within 30 (thirty) days of the invoice date.
4.3 The Buyer acknowledges that supply of Goods on credit (payment on open account) shall not take effect until the Seller has established a credit limit for the Buyer In writing or agreed a payment term in the Order Confirmation. The credit limit is set on the basis of estimated turnover and an assessment of the Buyer’s creditworthiness carried out by the Seller based on the Buyer’s financial ratings and the cover available from the Seller’s credit insurer or factor. If the Buyer exceeds the credit limit, the Seller has the right to suspend deliveries until the Buyer has made sufficient payment to bring its account within the credit limit.
4.4 The Seller is entitled immediately and unilaterally to lower or cancel the Buyer’s credit limit, taking into account a decrease in the trade volume, failure to comply with the payment terms, information on deterioration or instability of the Buyer’s financial situation, a reduction or withdrawal of credit insurance cover or factoring limit, market conditions and other factors.
4.5 If (a) the Buyer fails to make any payment by the due date, (b) the credit limit is exceeded, (c) the Seller’s credit insurer or factor reduces, withdraws or refuses cover or financing for the Buyer, (d) the Buyer becomes insolvent, enters into restructuring, bankruptcy or liquidation, or its assets are seized, or (e) the Seller has reasonable grounds for believing that the Buyer will not make any payment on time, the Seller is entitled, without liability and without prejudice to any other right or remedy, to suspend production and further deliveries under all Contracts with the Buyer and to require advance payment or adequate security for all undelivered Goods. If such advance payment or security is not provided within 5 (five) business days of the Seller’s request, the Seller may cancel any undelivered Contract in whole or in part. Delivery dates are extended by the period of suspension.
4.6 If any payment is overdue by more than 14 (fourteen) days, or in the case described in clause 4.5(d), all outstanding invoices of the Buyer, including those not yet due, become immediately due and payable upon the Seller’s Written notice. A circumstance described in clause 4.5(c) alone does not accelerate invoices already issued. In respect of receivables assigned to a factor, this right may be exercised by the assignee, or by the Seller only with the assignee’s consent.
4.7 The Buyer is not entitled to withhold, reduce or set off any payment, except for counterclaims accepted by the Seller In writing or established by a final court judgment. If the Buyer has submitted a claim in accordance with Section 10, it may withhold only the invoiced value of the specific Goods subject to the claim until the claim is settled; all other amounts, including the remainder of the same invoice, shall be paid on the due date. If the claim is rejected, the withheld amount is payable immediately together with late-payment interest from the original due date. The Seller shall respond to a complete claim within 10 (ten) business days of its receipt.
4.8 If the Buyer is entitled to a Skonto (prompt-payment) discount stated in the Order Confirmation, the discount may be deducted only if the discounted amount is received in full by the discount date. The Buyer is not entitled to the Skonto discount if any older invoice of the Buyer is overdue. A credit note for the discount will be issued after the payment is received.
4.9 Any amount not paid in full by its due date shall bear late-payment interest at the rate of 0.03% (zero point zero three per cent) per day of the overdue amount, but not less than the statutory interest rate applicable to commercial transactions under Lithuanian law, from the day following the due date until full payment. In addition, the Buyer shall pay the statutory compensation of EUR 40 for recovery costs and reimburse all further costs of recovery, including the fees of collection agencies and lawyers. Payment of interest does not exempt the Buyer from payment of the debt. Any payment received is applied first to recovery costs, then to interest and then to the principal debt, starting with the oldest invoice.
4.10 The Seller maintains or may maintain credit insurance and/or factoring. In case of the Buyer’s failure to fulfil its payment obligations, the Seller is entitled to inform its credit insurer, factor and credit information bureaus, to the extent permitted by law, which may negatively affect the Buyer’s credit reputation.
4.11 If the Buyer fails to pay within the agreed period, the Seller is entitled to transfer the collection of the outstanding amount to a collection company, at the Buyer’s cost.
4.12 The Seller may assign its receivables to a factor, credit insurer or other financier. After receiving Written notice of the assignment, the Buyer shall pay only to the assignee. The Buyer may not assign its rights or obligations under the Contract without the Seller’s prior Written consent.
4.13 Payment shall be made only to the bank account stated on the Seller’s invoice. Where an invoice bears a notice of assignment, payment may be made only to the assignee’s account stated in that notice; payment to any other account, including the Seller’s own account, does not discharge the Buyer. The Buyer shall state the payee named on the invoice in its payment order. Any other request to change the Seller’s bank details, including by e-mail, is valid only if confirmed by a letter signed by the Seller’s authorised representative and verified by the Buyer by telephone with its known contact person at the Seller.
4.14 The Buyer shall make payments only from its own bank account held in its country of registration. Payments by third parties or from other countries require the Seller’s prior Written consent; the Seller may return any such payment.
5.
INVOICES5.1 The invoices issued by the Seller are external supporting documents. Invoices are prepared in electronic form in accordance with the regulatory requirements and are valid without a signature.
5.2 The existence of economic transactions shall be substantiated by delivery documents, such as a CMR or Delivery note, evidencing the transfer of the Goods.
5.3 An invoice is deemed sent when sent to the e-mail address specified in the Order Confirmation or the Order, and is deemed received on the business day following its sending. Any objection to an invoice must be submitted In writing, with reasons, within 5 (five) business days of receipt; otherwise the invoice is deemed accepted.
5.4 If the Buyer changes its e-mail address, it shall inform the Seller In writing of the new address immediately, but no later than within 7 (seven) days after the change.
6.
DELIVERY AND PERFORMANCE6.1 The Incoterms® 2020 delivery term and the mode and destination of delivery shall be specified in the Order Confirmation. If no delivery term is specified, the applicable delivery term is FCA the Seller’s premises at Popierinės g. 3, Jašiūnai, Lithuania (Incoterms® 2020).
6.2 Delivery dates, including the delivery date stated in the Order Confirmation, are estimated dates and are not binding unless the Order Confirmation expressly states that a delivery date is “fixed” or “binding”. Delivery periods begin only after receipt of the advance payment (if applicable) and of all information, specifications and approvals required from the Buyer. The Seller may make partial deliveries and invoice them separately.
6.3 The Seller shall inform the Buyer of any foreseeable delay in delivery as soon as practicable after the Seller becomes aware of it.
6.4 If a delivery is delayed solely due to the fault of the Seller, the Buyer may demand that the Seller delivers the Goods within a reasonable additional period of not less than 30 (thirty) days. If the Goods are not delivered within that period, the Buyer may cancel the delayed Goods and receive a refund of any advance paid for them, which is the Buyer’s sole remedy for delay. The Seller is not liable for any damages or penalties for delay.
6.5 The Seller’s delivery obligation is fulfilled when the Goods are delivered in accordance with the agreed Incoterms® rule; under FCA, when the Goods are loaded onto the means of transport provided by or for the Buyer. Delivery is evidenced by a CMR, Delivery note or other transport document. The signature of the consignee at the final destination is not a condition of fulfilment.
6.6 If the Buyer fails to collect or take delivery of the Goods within 5 (five) business days after the Seller’s notice that the Goods are ready, the risk passes to the Buyer, the Seller may invoice the Goods as delivered, and the Seller may store the Goods at the Buyer’s risk, in which case the Buyer shall reimburse the Seller’s actual storage and handling costs. If the Goods are not collected within 30 (thirty) days after the notice, the Seller may cancel the Contract and sell the Goods, and the Buyer shall compensate all resulting losses and costs.
6.7 Where the Goods are collected by the Buyer or carried by a carrier arranged by the Buyer, and are supplied at 0% VAT as an intra-Community supply or export, the Buyer shall provide the Seller, by the 10th (tenth) day of the month following the supply, with a written statement confirming that the Goods were transported by or on behalf of the Buyer and stating their destination, as required by Article 45a of Council Implementing Regulation (EU) No 282/2011, and, within 10 (ten) days of the Seller’s request, with the CMR signed by the consignee or other evidence of transport of the Goods out of Lithuania required by tax law. If the Buyer fails to do so, the Buyer shall pay the Seller the VAT, interest and penalties assessed.
7.
PACKAGING7.1 Unless otherwise agreed In writing, the Seller shall cause the Goods to be packaged and marked in accordance with the Seller’s customary methods.
7.2 Special packaging or marking arrangements are subject to a surcharge in accordance with the Seller’s customary practice and fees.
7.3 Pallets and packaging are non-returnable unless otherwise stated in the Order Confirmation.
8.
TRANSFER OF TITLE AND RISK OF LOSS8.1 The risk of loss of and damage to the Goods passes to the Buyer at the time of delivery under the agreed Incoterms® rule, or as provided in clause 6.6.
8.2 Title to and ownership of the Goods shall remain with the Seller, to the fullest extent permitted under applicable law, until the Buyer has paid in full the purchase price of the Goods and all other amounts owed to the Seller arising from the business relationship between the parties, including under other Contracts. Until then, the Buyer shall store the Goods identifiably, keep them insured, not pledge them, and inform the Seller immediately of any seizure or third-party claim.
8.3 If the Buyer fails to pay for the Goods within the time agreed in the Order Confirmation and invoice, the Seller may at any time require the Buyer to deliver up the unpaid Goods to the Seller at the Buyer’s cost within 3 (three) business days. The Buyer shall grant the Seller’s representatives access to its premises during business hours to identify and collect such Goods. Where Goods are held by a third party, the Seller may reclaim them by lawful means. Recovery of the Goods does not release the Buyer from its payment obligations; the net value realised by the Seller is credited against the debt.
8.4 The Buyer may resell or process the Goods in the ordinary course of business until the Seller revokes this right following a payment default. To the extent permitted by applicable law: (a) if the Goods are processed, combined or mixed with other goods, the Seller’s title extends to the resulting products, and where other goods are involved the Seller acquires co-ownership of the resulting products in proportion to the invoiced value of its Goods; (b) the Buyer hereby assigns to the Seller, by way of security, all its claims arising from the resale of the Goods or of the resulting products, up to the amount owed to the Seller; and (c) if the Buyer resells on credit, it shall agree a retention of title with its customer on terms no less protective than this Section. The Buyer may collect the assigned claims for the Seller’s account as long as it meets its payment obligations to the Seller. Upon the Seller’s request, the Buyer shall notify its customers of the assignment and provide the Seller with all information and documents necessary to enforce its rights.
8.5 If the value of the securities granted to the Seller under this Section exceeds the Seller’s outstanding claims by more than 20% (twenty per cent), the Seller shall, at the Buyer’s request, release securities of its choice to that extent.
9.
TRANSFER AND INSPECTION OF GOODS9.1 The acceptance and transfer of the Goods is confirmed by a CMR or Delivery note.
9.2 The Buyer shall inspect the supplied Goods immediately upon their receipt at the destination. The Buyer bears the risk of performing only a random inspection.
9.3 If the inspection reveals any non-conformity, the Buyer shall inform the Seller In writing in accordance with Section 10.
9.4 If the Buyer wilfully refuses to accept conforming Goods and requests a refund of money already paid, the Seller will retain 20% (twenty per cent) of the price to cover the supply costs and losses incurred, together with all transport costs.
9.5 The Seller has the right, where necessary, to request information on the quantity of unpaid Goods remaining with the Buyer. The Buyer must provide this information within 3 (three) business days of the Seller’s request.
10.
NOTICE OF CLAIMS10.1 Any notice of a claim shall be made In writing.
10.2 Claims relating to the condition of the Goods or an insufficient number of items (apparent defects) shall be made immediately upon arrival of the Goods at the destination and notified to the Seller In writing not later than within 3 (three) business days after their receipt at the destination. Visible transport damage and shortages must also be documented by a remark on the CMR or Delivery note. Otherwise the Seller is entitled to refuse the claim, and the Goods are deemed accepted.
10.3 Claims relating to defects that were not apparent (hidden defects) shall be made In writing as soon as possible, but not later than 8 (eight) days after the hidden defect has been or should have been discovered, and in any event within the warranty period under clause 12.1. Otherwise the Seller is entitled to refuse the claim.
10.4 Cutting, thermoforming, printing, bending, bonding, installation or any other processing of the Goods constitutes acceptance of the Goods as regards any defect that was apparent before processing. Upon discovering a defect, the Buyer shall immediately stop processing or using the affected Goods; the Seller is not liable for Goods processed or used after that moment.
10.5 Claims relating to defects of the Goods shall be submitted with photos and, where the defect concerns surface quality, optical properties, dimensions, deformation or packaging, a video clearly showing the defect and the product label, together with the label of the Goods, the batch number and any other information supporting the claim (including a description of the storage, processing and installation, if applicable). A claim is deemed submitted only when this information has been provided.
10.6 The Buyer shall store the Goods responsibly until the claim has been settled between the parties and may not return, dispose of or process the claimed Goods without the Seller’s Written consent. The Buyer shall allow the Seller to inspect the Goods. Acknowledgment of a claim or inspection of the Goods is not an admission of liability.
11.
RETURN OF CONFORMING GOODS11.1 This Section applies only to the return of Goods which conform to the Order Confirmation (for example, Goods ordered in excess or no longer needed by the Buyer). It does not apply to defective or non-conforming Goods, which are handled exclusively under Sections 10 and 12.
11.2 Return of Goods which conform to the Order Confirmation shall only be accepted upon separate Written agreement with the Seller.
11.3 If a return is accepted, the returned Goods shall be in the same condition as on delivery and in their original packaging where applicable. Goods made to the Buyer’s specification, cut or processed are not accepted for return.
11.4 The Seller is entitled not to accept returned Goods if they are damaged, dirty or in damaged packaging.
11.5 Any financial document of the Buyer regarding the return of Goods will be accepted by the Seller only after the actual return of the Goods.
11.6 In case of such return, the Seller will refund to the Buyer 80% (eighty per cent) of the price for which the Goods were initially sold to the Buyer.
11.7 The Buyer shall be responsible for all freight costs and customs fees in connection with the return.
11.8 The Seller shall not accept the return of any Goods later than 6 (six) months after delivery.
12.
WARRANTIES AND LIABILITY12.1 Subject to the conditions set out below, the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free of hidden defects in material and workmanship for a period of 12 (twelve) months from delivery. The Seller makes no express or implied warranty extending beyond the Seller’s specification of the Goods.
12.2 This warranty is given by the Seller subject to the following conditions:
12.2.1 the Seller shall be under no liability in respect of any defect arising from any drawing, design or specification supplied by the Buyer;
12.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, improper storage (including exposure to sunlight, heat or moisture), contact with incompatible chemicals, sealants or adhesives, failure to remove the protective film in time, failure to follow the Seller’s instructions (whether oral or in writing), misuse, or alteration or repair of the Goods without the Seller’s approval.
12.3 The warranty is forfeited whenever the Goods are assembled or applied incorrectly, have not received sufficient maintenance, or are damaged as a consequence of improper storage or incorrect processing by the Buyer. The Buyer is responsible for taking all necessary care in handling, storing and processing the Goods.
12.4 Upon a justified Written claim of the Buyer, the Seller shall, at its option, replace (including by re-manufacturing) the defective Goods free of charge, delivered under the originally agreed delivery term, or repair the defect. A price reduction, credit note or refund of the price of the defective Goods shall be granted only where replacement or repair is impossible or has failed, or where the parties so agree.
12.5 The Seller shall bear the direct costs of the replacement Goods and parts supplied under the warranty, including dues, customs, import and export charges and taxes imposed on the replaced Goods.
12.6 The liability of the Seller is limited to the remedies set out in clause 12.4 and does not include any other compensation, including for costs of removal, dismantling, installation or reinstallation of the Goods (unless agreed In writing in advance), and for indirect losses such as loss of profit, production downtime, contractual penalties payable to third parties, or landscape or construction works. The Seller’s total liability under or in connection with any Contract shall not exceed the price of the Goods to which the claim relates.
12.7 By way of derogation from Article 6.335 of the Civil Code of the Republic of Lithuania, Goods replaced under the warranty are covered by this warranty for the remaining part of the original warranty period or for 6 (six) months from the date of replacement, whichever is longer. Repaired Goods remain covered for the remaining part of the original warranty period.
12.8 Defective Goods are returned only on the Seller’s instructions and at the Seller’s cost. The Seller may collect the defective Goods or instruct the Buyer to dispose of them. Opened packaging or removed protective film does not in itself prevent a claim for defective Goods. Defective Goods which have been replaced or credited become the property of the Seller.
12.9 If the parties disagree on the cause of defects, an expert examination shall be performed by an independent accredited laboratory or expert agreed by the parties or, failing agreement within 10 (ten) business days, appointed by the Seller. The expert’s costs shall be borne by the party whose position is not confirmed.
12.10 This warranty covers only Goods manufactured by the Seller. This warranty is not a consumer or end-user warranty and does not extend to anyone other than the Buyer who directly purchased the Goods from the Seller. The Buyer may not give any warranty in the name of the Seller.
12.11 Nothing in these Terms excludes or limits the Seller’s liability for intentional misconduct, gross negligence, death or personal injury, or any other liability which cannot be excluded or limited under mandatory law.
13.
INTELLECTUAL PROPERTY13.1 Nothing in the Contract or in the delivery of the Goods shall operate in any way to assign, license, transfer or otherwise dispose of any intellectual property rights owned by the Seller.
13.2 If the Seller manufactures Goods according to drawings, designs or specifications supplied by the Buyer, the Buyer warrants that they do not infringe any third-party rights and shall indemnify the Seller against all claims, losses and costs arising from any such infringement.
14.
CONFIDENTIALITY14.1 Each party shall keep in confidence all commercial, technical, financial and other confidential information of the other party (including without limitation technical and commercial terms) during the term of any agreement and for a period of 2 (two) years thereafter, and shall not disclose such information to any third party or use it for any purpose other than the performance of its obligations. The Seller may disclose such information to its professional advisers, credit insurers, factors and financiers, and where required by law. Additional terms of any confidentiality or non-disclosure agreement between the Seller and the Buyer shall also apply.
15.
FORCE MAJEURE15.1 Neither party shall be liable for non-performance of its obligations if such non-performance is caused by an event beyond the reasonable control of that party, which the parties agree constitutes force majeure for the purposes of the Contract, including among other causes fire, embargo, sanctions, war, acts of authorities, epidemics, icing of sea, flooding or other natural disaster, strike, lock-out or other labour dispute, shortage of raw materials, disruption in the energy supply, transport disruptions, cyber-attacks, or supply failures by the Seller’s suppliers. Force majeure does not release the Buyer from its obligation to pay for Goods delivered.
15.2 The party invoking force majeure shall inform the other party In writing of the force majeure and its expected duration and shall use its best endeavours to mitigate its adverse effects and to resume performance of its obligations. Delivery dates are extended by the duration of the force majeure.
15.3 If the force majeure continues for more than 90 (ninety) days, either party may cancel the affected undelivered Goods by Written notice, without liability for damages.
16.
APPLICABLE LAW AND COMPETENT COURT16.1 The Contract between the Buyer and the Seller shall be considered a contract made in the Republic of Lithuania and shall be governed by the laws of the Republic of Lithuania. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
16.2 The Buyer and the Seller irrevocably agree that the competent courts of the Republic of Lithuania in Vilnius shall have exclusive jurisdiction over any claim or matter arising under or in connection with the Contract. As the only exception, the Seller may, at its option, bring proceedings against the Buyer before the competent courts of the state in which the Buyer has its registered office, provided that this state is a Member State of the European Union or a party to the Lugano Convention of 30 October 2007. The Seller may also use the European order for payment procedure. This does not prevent either party from applying for provisional or protective measures.
17.
FINAL PROVISIONS17.1 The Buyer shall comply with all applicable sanctions and export control laws and shall not sell, export or re-export the Goods, directly or indirectly, to the Russian Federation, the Republic of Belarus or any sanctioned person. In case of breach, the Seller may suspend performance or terminate all Contracts with immediate effect without liability, and the Buyer shall indemnify the Seller against all resulting losses.
17.2 Each party processes the personal data of the other party’s contact persons as an independent controller, only for the purposes of the business relationship and in accordance with applicable data protection law.
17.3 If any provision of these Terms is invalid or unenforceable, the remaining provisions remain in force, and the invalid provision shall be replaced by a valid provision coming closest to its economic purpose. Failure or delay by the Seller in exercising any right is not a waiver of that right.
17.4 These Terms are drawn up in English. Any translation is for information only, and the English version prevails.