These Terms and Conditions of Purchase shall apply in cases where Estilita (hereinafter – the Seller) and the Purchaser has not made any other written agreement of purchase and sale of goods.
These Terms and Conditions of Purchase define the duties and rights of the Seller and the Purchaser, the terms and conditions of purchase and payment for the purchased goods, the proocedure of delivery, the liabilities of the parties and other additional terms and conditions. Hereinafter the Seller and the Purchaser are individually referred to as the Party and collectively – Parties.
1.1. Pursuant to this Agreement, the Purchaser shall buy and the Seller shall sell the manufactured products (hereinafter referred to as the Products).
1.2. This Agreement is the agreement of long-term cooperation and shall serve as a basis for the Parties to conclude and to perform occasional agreements for purchase and sale of every batch of the Products based on the Orders.
1.3. After making the Order for purchase and sale of a particular batch of the Products within the defined procedure, the terms laid down in the document shall become an integral part of this Agreement.
1.4. Pursuant to this Agreement, the Purchaser gives a multiple consent to the Seller for public demonstration and exhibition (including the Seller’s website) of the samples of custom-made Products manufactured by the Seller, unless otherwise agreed upon by the Parties.
1.5. The Parties declare that they have read the Agreement, understood its content and possible outcome of its conclusion, implementation, non-performance or inappropriate or delayed performance. The Parties represent that by signing the Order they also sign this Agreement to witness that this document is in compliance with the wishes of every Party and the goals of the Agreement.
2.1. The Purchaser shall place individual orders for every batch of the Products via the Client area. Every order shall specify the range, quantity, colour of the Products and other relevant information (hereinafter–the Order). If a new design of the Product is required, which will be created by the Seller, the conditions, price and terms of the design creation shall be coordinated in a separate agreement.
2.2. The Seller shall provide the Purchaser with the confirmed Order specifying the prices of the Products and other terms and conditions of sale not later than within 3 (three) business days of the date of receipt of the Order.
2.3. The Order confirmed by the Seller and the Purchaser shall be the Agreement of purchase of particular Products.
2.4. A confirmed order shall not be subject to cancellation without a prior written approval of the Parties (including emails).
2.5. The Seller has the right to refuse to accept the Order without a separate notice and to unilaterally suspend the execution of the Order approved by the Parties if the Buyer is late in settling the account with the Seller according to the procedure established in the Agreement until the goods previously transferred have been paid in full.
2.6. The Seller has the right to refuse to accept the Order without a separate notice and to unilaterally suspend the execution of the Order approved by the Parties, if the circumstances of the Buyer's insolvency become clear (including information in the public space) and to demand full payment of the debt from the Buyer, considering that payments are not subject to deferred payment.
2.7. Any requests, technical requirements provided for in the Purchaser’s order shall be implemented unless they are against or cause impediments to the Seller’s production processes. The Seller has no duty to inspect the Purchaser’s requests and requirements and shall not be liable for compliance of the requests and requirements with the applicable laws.
3.1. The Price of the Products includes the expenses of production, packaging, labelling, preparation of quality documents, loading on a vehicle. The delivery expenses are not included, unless the Parties agreed otherwise in writing.
3.2. Payments subject to the Terms and Conditions of Purchase and Sale shall be effected by transferring funds to the Seller’s bank account within the time limits specified in the Seller’s invoice.
3.3. If there is an obvious mistake in the Order, the Seller shall be entitled to specify the price in terms of an actual price that was effective on the moment of placing a particular Order.
3.4. The price of the Products is based on the existing economic conditions (prices of raw materials, power, transportation etc.). In a changing economic context, the Seller shall be free (any time) to amend the prices of manufacturing of labels by notifying the Purchaser about these changes. The prices shall be recalculated and
given all additional information about validity of the price and production deadlines at the time on an Order-by-Order basis.
3.5. The Seller shall be entitled to solely amend the price of the Products should the minimum quantities specified in the Order changes and (or) the Purchaser gives any other additional instructions.
4.1. The Buyer shall carefully inspect the quantity, nomenclature and external quality of the Product during handover procedures. In terms of quality, the Production is accepted according to the documents determining its quality. In terms of quantity, the Production is accepted according to the quantity specified in the invoice. The amount of goods ordered by the Buyer and the amount of goods actually submitted and issued in the VAT invoices by the Seller may differ by up to 10%.
4.2. The Buyer must notify the Seller in writing about deficiencies in the quantity or assortment of the Goods and discrepancies in quality, which could not be noticed at the time of acceptance of the Goods, as soon as possible after such discrepancy becomes apparent, but no later than within 6 months. from the moment of delivery of the Goods.
4.3. The claims in respect of the quality, quantity and range of the Products or in respect of any other defects must be supported by documentary evidences.
4.4. The Seller shall not be responsible for any defects in the Products that have been discussed with the Purchaser and the Purchaser has accepted the Products.
4.5. The Purchaser shall not be entitled to solely destroy or use in any other manner, or sell the Products in respect of which a claim has been presented, otherwise the Purchaser’s claim shall be deemed to be unreasonable and the Purchaser shall assume the resulting liability. No claims shall be accepted in respect of the destroyed Products.
4.6. Press plates and cutting knives are stored with the Seller and remain the property of the seller. After 24 months, during which press clichés have not been used, they are destroyed.
5.1. The Seller guarantees that the Products offered for sale comply with the requirements defined in the Product Quality Certificate and EC standards, and that the Products have been manufactured and stored in line with sanitation, hygiene and food safety requirements, and subject to the quality requirements applicable in the company.
5.2. The Seller ensures that the Products have been labelled within the labelling rules valid in the Republic of Lithuania and the requirements established in any other regulations.
5.3. The Seller shall not be responsible for the quality of the Products in case of inadequate loading, transportation, storage and warehousing of the Products after the Products have been loaded on the vehicle of the Purchaser’s carrier and have left the Seller’s warehousing facilities.
5.4. The Seller shall replace the defective Products within the shortest possible and technologically reasonable period or repay the price paid by the Purchaser. The Products of adequate quality shall not be subject to return or replacement. If the claim is reasonable and presented by the Purchaser within the time limits the Seller shall replace the defective Products or, if possible, rectify the defects and noncompliances at own expense or issue a credit invoice to the Purchaser.
6.1. If the Purchaser fails to make payments in a timely manner and if so requested by the Seller, the Purchaser undertakes to pay a contractual penalty at the rate of 0.05 % of the Order amount for every day of delay until full settlement of accounts. The Purchaser shall compensate full losses of the Seller incurred from the recovery of the debt due to the Purchaser’s delay in payment.
6.2. The Seller’s liability shall be limited to the price of the Products sold under a particular Order. The Seller shall have no duty to compensate any indirect losses or additional expenses.
6.3. In case of any non-compliance claims, the Seller’s liability shall be limited to repairs or replacement of the particular Products. The Seller shall not be liable for any further use, processing, alteration of the Products, or for the use of the Products in manufacturing any other products and (or) any damages to the products, except where it is shown that the Seller has violated the provisionsof a particular Order and the Seller’s technical documentation.
6.4. The Seller shall not be liable for the Purchasers acts that violate the provisions of agreements and legislation and result in damages to third party. The Purchaser undertakes to compensate the Seller’s losses resulting from the Purchaser’s failure to comply with the contractual terms and conditions.
7.1. The Parties shall be released of their contractual duties fully or partially if irrespective of their intentions fulfilment of obligations becomes impossible due to force majeure circumstances which could not have been foreseen or prevented.
7.2. During the period of existence of force majeure circumstances the deadline for the performance of the contractual duties may be extended or changed, upon mutual agreement between the Parties, until the closure of force majeure period.
7.3. If so requested by the other Party, the Party, who notified about force majeure circumstances shall submit a certificate or any other documents evidencing the rise and duration of force majeure circumstances issued by a competent institution of the location where force majeure situation exists.
8.1. The present Agreement shall come into force on its signature day and remains valid for 12 months.
8.2. If neither Party reports its intention to terminate the Agreement 30 calendar days prior to its expiry, the Agreement will be extended for the period of the same duration.
8.3. The Agreement may be unilaterally terminated by either Party in an extra-judicial procedure, if theother Party is informed about it in writing not later than 2 months prior to scheduled termination.
8.4. Upon the expiration of this contract or its termination, the Buyer must purchase, and the Seller must deliver, all ordered and/or agreed upon goods in writing by the Parties, as well as pay each other, without changing the settlement terms and other conditions set forth in this contract, unless the parties agree otherwise.
8.5. After the termination of the contract, the procedure for settlement, compensation of losses and disputes arising from the contract remains valid.
9.1. The law of the Republic of Lithuania is applicable to the relations between the parties arising from this Agreement.
9.2. Any dispute, disagreement or claim arising out of or related to the Agreement shall be settled through negotiations. If the parties fail to reach an agreement within thirty (30) calendar days from the start of the negotiations, the dispute, disagreement or claim arising from the Agreement or related to the Agreement shall be finally resolved at the initiative of any of the Parties in the court of the Seller's place of residence in accordance with the laws of the Republic of Lithuania.
9.3. The parties represent and warrant to each other that they have acted in good faith with each other in the cooperation, coordination and approval of this Agreement the parties have acted in good faith and not provided each other with any misleading information.
9.4. The parties declare that they have read the Agreement and understand the rights and obligations arising from it.
9.5. The parties may agree in writing on the non-application of the relevant clauses of the contract or their replacement for a separate purchase-sale (supply) lot. Such an agreement is valid only for the purchase and sale lot discussed by the Parties, without affecting other relations between the Buyer and the Seller under this agreement.
9.6. Without the written consent of the other party, the parties may not transfer the rights and obligations set forth in this agreement to third parties.