GENERAL CERTEX Lietuva UAB CONDITIONS OF SALES
(hereinafter called the vendor)
1. These conditions shall be deemed applicable in the absence of any other agreement in writing.
Quotations and acknowledgement of order
2. The vendors quotation is valid for thirty days from the date of quotation. The quotation applies to the entire order. Unless otherwise stated, costs for testing and certification, invoicing charges, and packaging are not included in the quotation or order acknowledgement.
3. Acknowledgement of an order is deemed to constitute full accept of the quotation in its entirely.
Duties and charges
4. New or increased duties, social security charges and taxes together with increased transport charges, insurance premiums, harbour dues and/or similar fees, including changes in exchange rates that arise after the quotation has been given, or agreement reached, shall be the responsibility of the purchaser. In this context, duties include import duties and similar charges.
5. Tolerances relating to quantity, dimensions such as length and weight etc. shall be to those general standards the vendor applies to the goods in question. The vendor can supply professional services. Should specialised certified or licensed competence be required, the vendor can provide such services in accordance with specifically defined conditions.
6. Information regarding weights, dimensions, performance, and other technical details in catalogues, prospectus, circulars, advertisements, pictorial material, price lists and similar forms of product information are nominal. Such information is only binding when referred to in a contract.
7. All drawings and technical documents for the manufacture of goods or parts thereof provided by the vendor to the purchaser before or after the signing of a contract shall remain the property of the vendor. They shall not be used, copied, or in any way be made available to a third party without the vendors prior approval.
8. Unless the purchasers order contains definitions of quality, then the order shall be deemed to be of the quality that is current for the product ordered. If, at the time of delivery, the goods as ordered by the purchaser are out of stock, the vendor has the right to substitute other goods than those specified, on condition that the delivery is at the same price and of at least the same quality.
9. If delivery is to be within a set period as per the vendors quotation, delivery is calculated from the date of the order acknowledgement or acceptance of order. Delivery date is considered fulfilled if the goods have been dispatched from the vendor or, where appropriate, have been notified as ready for dispatch.
10. If a delivery delay occurs under circumstances set out in clause 23 or from a purchaser related cause, then delivery time shall be extended by such time as is considered to be reasonable under the circumstances. With the exception items covered by clause 11, the grounds for an extension of time shall be deemed applicable, irrespective of whether the delay occurs before or after the end of the agreed delivery time.
11. If the vendor has not delivered the goods within the agreed period, or within any extended delivery period as determined under clause 10, the purchaser has the right to demand, in writing, a reasonable period of grace for delivery and therewith cancel the contract if delivery does not take place within that extension. Should delivery not take place within the period of grace, the purchaser has the right to cancel the contract in writing.
12. Unless stated otherwise in the quotation , conditions of payment are twenty days net from date of invoice. Should the purchaser fail to take delivery of the goods on the appointed day, payment shall still be made as if delivery was in accordance with the contract.
13. Goods remain the property of the vendor until full payment has been received.
14. If payment is not made within the stipulated time, the vendor has the right to debit penalty interest at 20% calculated from the day payment is due. Invoicing of the interest is monthly. Payment of the invoice should be made even if the purchaser has made a claim for compensation regarding the delivery, unless such claim has been accepted by the vendor.
15. In the event of the vendor having good reason to suspect that the purchaser is unable to fulfill his payment obligations, the vendor shall have the right to demand security prior to delivery. If the purchaser is unable to provide satisfactory security, then the vendor shall have the right to cancel the contract or to forbear delivery of the agreed goods or services.
16. For a period of 12 months from the date of delivery, the vendor undertakes to replace goods that are faulty as a result of errors in construction, material or manufacture.
17. Claims under guarantee are to be made in writing without undue delay. If the purchaser neglects to do so, the right to replacement as under clause 16 is forfeited.
18. Over and above that set out in clauses 16 and 17, the vendor has no liability for faults or omissions to replace faulty goods.
19. The vendors liability does not apply to faults that are due to material supplied by, or design determined by the purchaser.
20. The vendors guarantee liability only covers faults that occur in goods used correctly and under the intended working conditions as specified in the contract. The guarantee does not cover faults arising from neglect of maintenance or incorrect assembly by the purchaser.
21. Under no circumstances will the vendor have any liability to indemnify the purchaser, whether by way of indemnity, breach of contract or tort for loss of production, profits or contracts or for any indirect or special damages save where the vendor has shown gross negligence.
Liability for harmful qualities of the goods (product liability)
22. The vendor is only liable for personal injury and only if such injury was caused by negligence on the part of the vendor, or of someone acting on his behalf. The vendor is not liable for damage to real estate or personal property, In the event of the vendor being liable for third party product responsibility, the purchaser is under obligation to indemnify the vendor to the same extent that the responsibility of the vendor is limited as above in this matter. In the event of a claim for damages by a third party against the vendor or the purchaser in this matter, the one shall notify the other immediately. The vendor and the purchaser are under obligation to allow themselves to be summoned to a court in which the matter of compensation, based on the damage said to be caused by the goods as delivered, be decided. The relative position between the vendor and purchaser shall always be settled by arbitration according to clause 25. The above named limitations of the vendors liability shall not apply if the vendor has been guilty of gross negligence.
23. The vendor shall not be liable for any failure to fulfil its contractual obligations where such failure is due to strikes, lockouts, and other circumstances over which the parties have no control, such as fire, hostilities, mobilization, military conscription of similar nature, requisition, confiscation, currency exchange restrictions, riot and insurrection, shortage of transport, general shortage of materials, restrictions with regard to motive force, combined with faults or delays in deliveries from sub-contractors that are brought about by such circumstances as set out in this point.
24. A party wishing to rely on clause 23, must notify the other party in writing, without delay, of the commencement of same, and also of its cessation. Should grounds for exemption not cease within a reasonable period, either party has the right by written notice to cancel the contract.
25. Disputes relating to interpretation of a contract and other matters relating thereto shall be submitted for settlement by arbitration and tried in accordance with Lithuanian law.