General conditions and terms of sale
GENERAL CONDITIONS AND TERMS OF SALE
Concluding the agreement: The sale agreement is only concluded as soon as we have confirmed the order (directly or via an agent) in writing in a formal order confirmation. By placing his order, the customer accepts the following general conditions and terms of the sale and waives his purchase terms and conditions, if applicable. These conditions and terms can only be deviated from by way of a special written agreement concluded by the parties. In that case the special, deviating provisions take precedence.
Competent court and applicable law: Any disputes arising from this agreement are settled before the Courts in the Vilnius, Lithuania, unless we decide to summon the customer before the Court of his place of residence. For what is not regulated by the general or extraordinary terms and conditions of sale, the agreement is governed firstly by the Vienna Convention on the International sale of Goods and subsequently by Lithuanian law.
Sales on call off: When an order is partly or fully made available on call, then the order must be fully taken off by the customer within a period of twelve weeks as of the date of the order confirmation, except any different written provisions we have drawn up. When the customer continues to fail to collect the order as stated above, we are entitled, after sending a reminder per email or fax or by registered mail in which the customer is urged to take off the goods to fully invoice the outstanding order and to collect this invoice. We have the right to regard the customer’s failure to take off the order as a tacit cancellation by the customer. We can also refuse to deliver new orders, for as long as the previous orders have not been, fully taken off and paid for.
Transport and delivery: Unless otherwise agreed upon the deliveries occur "ex works''. Our goods are transported at the risk of the customer as from the moment of loading, even when the means of transport belongs to us. Goods are insured against transport risks only at request of and payable by the customer. Regardless the place of the delivery, the method of transportation of the agreed payment method, the goods are always deemed to have been accepted by the customer in our premises. The indicated terms of delivery are approximate. Unless otherwise agreed upon by us in writing, a delay in delivery can never result in penalties, compensations, interests or in the termination of the agreement. If our trust in the credit-worthiness of the customer is shaken by any legal action taken against him or by activities of insolvency by him (e. g. request protection against creditors) and/or any other clear events that question the trust in the correct compliance to the agreements entered into and/or make this impossible, we reserve the right to suspend all or part of the orders, even when all or part of the goods were already sent, and demand guarantees from the customer. When he refuses to respond, we reserve the right to consider all or part of the order cancelled, notwithstanding our right to demand payment of damages and interest.
Force Majeure: Our agreements are legally suspended in the event of a force majeure if the force majeure is temporary and will last less than three months. When the force majeure takes longer than three months or is final, we are legally freed of our agreements. A force majeure can be war, strikes, lock-outs, extreme weather conditions, factory fire, delay in the supply or bankruptcy of our suppliers, etc.
Payment: Unless otherwise agreed upon, the invoices are payable BEFRORE LOADING, BY INTERNET TRANSFER. Subsequent deliveries based on the same agreement can be invoiced separately. In case of late payment, we are entitled without prior notice or reminder to charge interest at a rate of 12% over the outstanding amount of the invoice. If an invoice is not or not fully paid for no serious reason and after having sent a notice of default, the remaining balance is legally increased by 10% with a minimum of 100 EUR and a maximum of 2 500 EUR by way of a conventional fixed fee for extrajudicial costs, , without prejudice to the obligation to cover all legal costs related to this in the future.
Complaints: The customer must receive the goods and inspect the goods within ten days after delivery. He loses the right to rely on a lack of conformity of the goods if he does not give notice to us by registered letter specifying the nature of the lack of conformity within a period of ten days after he discovered or ought to have discovered the shortcoming. When it is established that the goods are not in accordance with the agreement, the customer can only demand their replacement, unless we opt to restore the goods, allow a price reduction or the payment of damages or a combination of these options The payment of damages can never compensate the consequential damage or indirect damage, such as production loss, loss of profit, staff costs, and damage suffered by any third party, etc. and can never exceed the total purchase price of the incorrect delivery. In the event of replacement or repair, the items must be returned within twenty days after having received the goods. By purchasing the goods, the purchaser guarantees us against any product liability towards the victim.
Cancellations and dissolution: When a customer cancels all or part of the order, for whatever reason, or when the agreement is dissolved at his expense, judicially and extra judicially, the customer will, in any event, pay three fourths of the sales price as the irreducible and fixed payment of damages, notwithstanding our right to prove and claim the real damages we have suffered. The fixed payment of damages is reduced to one third of the sales price if the cancelled order was not yet acted upon.
Retention of title: The goods remain our property for as long as the customer fails to fully pay the purchase price due, even when they have already been processed or resold. However, the risk of damage and loss is transferred to the customer the moment the goods are or should be at his disposal.
