SALE – PURCHASE AGREEMENT GENERAL TERMS AND CONDITIONS
1. SCOPE OF APPLICATION, DEFINITIONS AND PRINCIPLES OF INTERPRETATION
1.1. The General Terms of this Agreement are applicable to all sales and deliveries of Goods (as defined below) by InSpe, IĮ to the Buyer.
The following words and phrases, written in capital letters, shall have the corresponding meanings assigned to them below, unless they are incompatible with the substance or context of their use:
1.1.1. Interpretation - whenever the context requires, all words in the singular include the plural and vice versa, and each sex includes any other sex. The use of the word "including" when it follows any general statement, concept or subject-matter shall not be construed as limiting such statement, concept or subject-matter to such specific terms or matters as appear immediately after such word, or to similar elements or matters, whether or not a restrictive language (such as “unrestricted” or “but not limited to” or words of a similar meaning) is used, but instead is considered to indicate any other elements or things that could reasonably be expected to enter the broadest possible meaning of such a general statement, concept or subject matter. The use of the word "approval" or "consent" means prior written approval or consent.
1.1.2. Price or Advance Payment - means the full price specified in the Special Conditions to be paid in advance by the Buyer to the Seller for the Contract in order to ensure proper performance of the Buyer's obligations specified in the Contract and to pay in advance for the Seller's future obligations;
1.1.3. Condition Precedent - means the precondition set forth in Clause 4.3 of the Special Conditions of the Agreement, i.e. payment of the full Price to the Seller before the entry into force of this Agreement and the occurrence of the obligation to perform it to the Seller;
1.1.4. Loss - means damage / loss / loss due to breach of contract. The loss of one Party consists of actual, evidence-based direct damage / loss / loss that the infringing Party should have foreseen at the time of concluding the Contract in the context of circumstances and things that were or should have been known to it as a possible consequence of the breach;
1.1.5. Seller - means InSpe, IĮ;
1.1.6. Buyer - means the person purchasing the Goods, who is concluding the Agreement by accepting and signing it;
1.1.7. Goods - means respirators or other goods sold and delivered by the Seller to the Buyer of such quality and any other characteristics as described and detailed in the Specification that are the subject of the transaction envisaged in this Agreement;
1.1.8. Delivery - means the presentation of the Goods by the Seller to the Buyer in the relevant place specified in the Special Conditions;
1.1.9. Specification - means Annex No. 1 to the Special Conditions. 1, which specifies the technical characteristics and quantity of the Goods sold to the Buyer under this Agreement;
1.1.10. Agreement - means this sale - purchase agreement signed between the Seller and the Buyer, which consists of the Special Terms and Conditions, including all their annexes and amendments and these General Terms and Conditions;
1.1.11. Parties - means the Seller and the Buyer together, and “Party” means any of them;
1.1.12. Order - means the Buyer's written order to the Seller to buy and deliver an additional quantity of Goods under the Agreement. For the avoidance of doubt, the performance of such Orders is subject to all the terms of the Agreement (except for the Contract price, the offer of which will be submitted by the Seller to the Buyer separately and may be set out in the Goods Specification signed separately for this Order).
2. COMPOSITION OF THE CONTRACT
2.1. The Agreement consists of these General Terms and Conditions as well as the Special Terms and Conditions, including all annexes and amendments thereto.
2.2. In the event of any inconsistency, the provisions of the Special Terms and Conditions shall prevail over the provisions of the General Terms and Conditions.
2.3. Notwithstanding the foregoing, this Agreement may be a reusable general agreement governing the relationship for any additional purchase of the Goods and is the basis for concluding and executing of additional Orders for the Goods in the future.
2.4. The Buyer, intending to purchase an additional quantity of Goods, submits to the Seller a written Order indicating the desired additional quantity of the Goods. In this case, the Seller shall contact the Buyer in writing within 5 (five) working days from the receipt of the Order regarding the coordination of the Price for the additional quantity of the Goods.
3. GENERAL OBLIGATIONS OF THE PARTIES
3.1. The Buyer has to pay for the purchased Goods in accordance with the procedure provided for in this Agreement.
4.1. The Price of the Goods shall be determined for the quantity of the Goods to be purchased and delivered and shall be specified in the Special Terms and Conditions. By concluding the Agreement, the Buyer declares that he understands that the Price for the Goods depends on the market situation and the fixed Price for the Goods previously agreed by the Parties in the Special Terms and Conditions may differ from the Price indicated by the Seller when submitting subsequent Orders for additional quantity. Among other things, the Buyer hereby declares and confirms that he knows and understands that due to high demand for the Goods in the market the price of the Goods at the time of concluding the Contract / Ordering may be higher than the usual price in the market, and the Buyer hereby confirms that he has no claims against the Seller in this regard nor will have any claims n this regard in the future. The Price set out in the Special Terms and Conditions is final and may not be changed or revised.
4.2. Value Added Tax (VAT) is added to the Price in accordance with the requirements of applicable law.
4.3. Payment of the Advance Payment will be considered to be the payment of the Price.
5. DELIVERY OF GOODS
5.1. Delivery of the Goods shall be made to the location specified by the Buyer in the Republic of Lithuania, which is specified in the Special Terms and Conditions. For the Delivery of the Goods, the Seller shall apply an additional fee that is specified in the Special Terms and Conditions.
6. CHANGING OF THE ORDER
6.1. After the Parties have agreed on the Delivery of the Goods, the Buyer will have no right to modify or change the quantity of the ordered Goods, except in accordance with a separate written agreement of both Parties. Contractual changes in the quantity of Goods shall be subject to the provisions of this Agreement, whether or not the written modification agreement so provides.
7.1. The Parties undertake to cooperate in the performance of this Agreement and to inform each other of any obstacles or difficulties in the fulfillment of their respective obligations under the Agreement, and to assist each other as far as reasonably possible in overcoming the respective obstacles or difficulties in the performance of this Agreement.
8. DOCUMENTS AND CONFIDENTIALITY
8.1. Each Party shall be responsible for the accuracy of the documents submitted by it in connection with the Agreement, as well as for the aacuracy of the information on which they are based.
8.2. The Parties shall not, directly or indirectly, during or after the term of this Agreement, use or disclose to third parties any trade secrets or confidential information about each other that the Parties have become aware of in any way or by any means except as required by applicable law and and / or where the prior written consent of the other Party for use or disclosure has been obtained. Access to such secrets or information shall be granted only to such employees or representatives of the Parties as are reasonably required to perform their duties under the Agreement and provided that they are subject to a duty of secrecy / non-disclosure / confidentiality under the law or contract. If any of the Parties' employees or agents violate their duty of confidentiality / non-disclosure / confidentiality, the Parties shall be fully liable to each other.
8.3. The Parties agree that confidential information includes information on the content and terms of the Agreement and any information provided by the Parties to each other during the performance of this Agreement.
8.4. The above obligation of confidentiality shall continue until such time as the secrets covered by such obligation and the information become public knowledge. However, the obligation of professional secrecy does not cover information which, on the basis of reliable evidence:
8.4.1. is or has been generally available to the public at the time of disclosure or has subsequently become available to the public through no fault of the Parties;
8.4.2. has not been acquired directly or indirectly by one of the Parties and which, as the Parties can demonstrate from written records, was under its control until the time of disclosure by the Parties; or
8.4.3. has been made available to one of the Parties by a third party, independently under applicable law.
8.5. The Parties shall have the right to disclose confidential information on a need to know basis to their shareholders, participants and members of the governing bodies, employees, representatives, involved lawyers, financial and / or business advisers, auditors, bankers, experts and consultants, provided that confidentiality of such information is ensured.
8.6. If the Buyer violates its obligation to pay the Price, interest, penalties or any other amounts payable, the Seller has the right to disclose the Agreement and other information about the Buyer, including but not limited to personal data, debt and related circumstances, to debt collection agencies or provide such data to debtors ’databases.
8.7. For the avoidance of doubt, the fact that the Buyer is a customer of the Seller will not be considered confidential information and the Seller has the right to disclose this information in its marketing materials and otherwise.
9. RECEIPT OF GOODS
9.1. The Buyer hereby reprersents that before purchasing the Goods and before concluding this Agreement he got acquainted with their quality and parameters and has no claims whatsoever against the Seller regarding them. The Buyer carries out a thorough inspection of the Goods, including their external inspection at the time of delivery of the Goods, no subsequent claims are accepted. The Buyer understands that the Goods are of single / one time use nature.
9.2. If the Seller does not receive any written claims from the Buyer during the transfer of the Goods, the Buyer will be deemed fully satisfied with the Goods delivered to him, and will be deemed to have no claims against the Seller and if any related claims would arise in the future, the Buyer hereby waives and renounces all of them. Notwithstanding the other provisions of this clause, the Seller shall not be held liable for any defects and / or discrepancies of the Goods if the Buyer does not comply with the terms of the notice and other terms discussed in this Agreement.
9.3. The Goods will be deemed to be in conformity with the Agreement notwithstanding minor discrepancies / deviations that are common in business practice, including but not limited to minor packaging defects that could not cause damage to the Goods or visual, color or non-substantial differences from the Specifications or catalogs.
9.4. Delivered Goods are non-refundable / non - returnable.
9.5. For the avoidance of doubt, the Parties expressly agree that any information relating to the Goods, such as their characteristics, weight, warranties and other data contained in catalogs, prospectuses, leaflets, websites, databases, advertisements, sample price lists of the Seller and/or third persons, etc., will not be valid / will not be part of this Agreement or its terms, unless a reference to this information is clearly and unambiguously provided for in this Agreement (its constituent parts).
9.6. Seller shall not be liable for any Loss or any other harm / damage / losses / injuries that may be caused by the Goods or their use, including Loss caused by defective or unsuitable Goods, including, but not limited to, loss of health, production, loss of profit, consequential loss (damage) and any subsequent harm / loss / damage unless they have been intentionally caused by the Seller.
10. TIME OF DELIVERY AND DELAY
10.1. If the Seller learns that he will not be able to deliver the Goods within the above indicated time interval, or if a delay on its part is likely, the Seller must immediately notify the Buyer thereof, by indicating, if possible, the time when the Delivery can be expected, or offer a new Delivery date to the Buyer.
11. FORCE MAJEURE
11.1. If the proper performance of the Agreement by either Party is hindered in whole or in part by any event, omission, war or hostility, act of any government or agency, explosion, flood, earthquake, storm or other natural disaster, or in general any situation (similar to or other than those listed) which are beyond the control of that Party, such circumstance shall be considered force majeure and the prevented Party shall promptly notify the other Party and shall not be liable for any loss / harm / damage / trauma or costs incurred by the other Party due to such force majeure. In any case, lack of funding or other difficulties related to monetary / property obligations shall not be considered as force majeure and shall not relieve the Party concerned of its liability to the other Party.
11.2. A Party relying on force majeure shall provide the other Party with confirmation of the existence of force majeure. Such evidence may include a statement or certificate from the relevant chamber of commerce or government department or agency (where possible), or a statement detailing the facts that may constitute force majeure.
12. TRANSFER OF OWNERSHIP
12.1. Unless otherwise agreed in writing by the Parties, the risk of accidental loss of or damage to the Goods shall pass to the Buyer from the moment of delivery and transfer of the Goods to the Buyer at the place specified in the Special Terms and Conditions.
12.2. Ownership to the Goods passes to the Buyer from the moment of transfer of the Goods to the Buyer.
13. REPRESENTATIONS AND WARRANTIES OF THE PARTIES
13.1. The Seller represents and warrants to the Buyer that:
13.1.1. The Seller is the owner of the Goods and the Goods are not subject to rent, assignment (other than under this Agreement), attachment, dispute or any other restriction;
13.1.2. The Goods meet the quality requirements set out in the Specification.
13.2. Since the Goods are of a single/one-time use nature, the Goods are not covered by any quality or similar guarantee, the Buyer has no right to make any claims against the Seller in this regard, and the Seller has no obligation to the Buyer in this regard.
13.3. In any case, the Buyer shall not be reimbursed for any defects or discrepancies in the Goods, if the Buyer does not notify the Seller in writing within the notice period specified in this Agreement, i.e. at the time of Delivery and transfer of the Goods.
13.4. Each Party represents and warrants to the other that:
13.4.1. it is duly incorporated and operates in accordance with the laws applicable to it;
13.4.2. it and its representative have the unrestricted right, power, authority and capacity to sign, perform and present the Agreement at the moment of signing this Contract; The Agreement sets out valid and legally binding obligations of the respective Party to be performed with respect to it in accordance with the terms / provisions of the Agreement;
13.4.3. it has taken all corporate and legal action necessary to legitimize the performance and delivery of the Agreement and the performance of its obligations under the Agreement, including obtaining of any necessary corporate, governmental or other authority, consent or authorization;
13.4.4. neither performance of the Agreement nor the observance of the terms / provisions of the Agreement is contrary to any legal acts and is not a violation or inconsistency with (i) any court or arbitral award, instruction, order, decree or any court, arbitration, government or local authority decision applicable to a Party; or (ii) any transaction, contract, commitment, license or authorization addressed to a Party; or (iii) any applicable law and / or (iv) any material rights of the Party's creditors;
13.4.5. The Agreement is concluded by mutual negotiations and the terms of the Agreement correspond to the interests of the Parties, the principles of fairness, reasonableness and justice.
13.5. The Parties represent and warrant to each other that the statements and guarantees provided for in these terms on the date of performance of the Agreement are correct and accurate and will remain so until full performance and until then the statements and guarantees are valid according to their meaning. In addition, they represent and warrant to each other that none of them will omit or do omit anything that would make any of these statements and warranties false or misleading in any material respect.
13.6. If on the date of the Agreement and during the entire term of the Agreement any of the above representations and warranties of the Party are not accurate in all material respects, then the Party shall be deemed to be in material breach of the Agreement.
14. SUBCONTRACTING AND ASSIGNMENT OF CONTRACT
14.1. The Seller is entitled to use any subcontractors or other third parties (service providers) at its discretion in order to properly perform the obligations under this Agreement (e.g. packaging, delivery, loading, transportation of Goods, etc.). The Buyer has no right to prohibit the Seller from using subcontractors or other third parties (service providers).
14.2. The Buyer shall not be entitled to transfer the performance of the Agreement to a third party without the prior written consent of the Seller. Any transfer or assignment of the rights, claims and obligations provided for in the Agreement in violation of the terms provided for herein shall be deemed illegal, invalid and void.
14.3. In the event of a substantial change in the legal personality of either Party, such change shall be notified immediately to the other Party. Also in such a case, the Buyer must prove its ability to continue the performance of the Agreement.
15. SUSPENSION OF LIABILITIES
15.1. If the Buyer does not pay the Price on time, the Seller has the right not to start performing the Agreement / the submitted Order until the Buyer pays the said Price in full. The Seller is not liable for such suspension.
15.2. During the period in which the performance of one of the Parties' obligations under this Agreement has been suspended due to force majeure circumstances, the other Party may, as appropriate, suspend the performance of all or part of its obligations under this Agreement to the extent such suspension is commercially reasonable.
16. TERMINATION OF THE AGREEMENT
16.1. The Agreement may be terminated before its expiry (expiry of its term) only for the following reasons:
16.1.1. by mutual written agreement of the Parties;
16.1.2. in the event that the Agreement is materially breached by either Party and the breach is not remedied within 20 (twenty) days of the aggrieved Party's notice about the breach (unless otherwise provided for in the Agreement), the aggrieved Party shall have the right to terminate the Agreement with immediate effect;
16.1.3. in accordance with other provisions of the Agreement which expressly allow the Party to terminate the Agreement.
16.2. If the Buyer delays payment of the Price for more than 7 (seven) days and if the breach is not remedied within 15 (fifteen) days from the Seller's notice of default, the Parties agree that this circumstance constitutes a material breach of the Agreeement, due to which the Seller is entitled to terminate the Agreement by a written notice effective immediately, and which is without prejudice to any other rights and remedies available to Seller under applicable law or this Agreement. In the event of such termination, the Seller shall be entitled, inter alia, to losses agreed in advance with the Buyer in the Agreement, amounting to 25% (twenty-five percent) of the Price. The Seller has the right to set off these amounts against any amounts repayable to the Buyer.
16.3. If the Buyer does not accept the Goods within the agreed time, the Seller has the right to request the Buyer to accept the Delivery within an additional reasonable time by a written notice, and also to demand that the Buyer pay him default interest (0.5% (zero point five percent) for each day of delay calculated from the Price of Goods that are delayed to be accepted) and / or pay a compensation for loss and damage caused by the fault of the Buyer; in any case, a period of time of no less than 5 (five) days and no more than 10 (ten) days shall be considered reasonable. If, due to reasons for which the Seller is not responsible, the Buyer does not accept the Delivery within the specified additional reasonable time period, the Seller is entitled to terminate the Agreement in connection to the Goods not accepted by the Buyer by way of a written notice to the Buyer.
16.4. If due to any reason for which the Buyer is not responsible, the Seller fails to perform the Delivery within the period specified in Clause 10.1 of the General Terms and Conditions, the Buyer is entitled to terminate the Agreement by notifying the Seller in writing. In this case, the Seller shall return all paid amounts (the whole Price) to the Buyer within 3 (three) business days, transferring it back to the Buyer's bank account specified in the Special Conditions.
16.5. If the force majeure circumstances continue for more than 6 (six) consecutive weeks, either Party has the right to terminate the Agreement without liability to the other Party by notifying the other Party in writing.
16.6. Termination or expiry of the Agreement shall not affect the validity of the provisions on confidentiality, liability, applicable law, dispute settlement or any other provisions of the Agreement, if such provisions are by their nature independent from the termination of the Agreement.
16.7. Termination or expiry of the Agreement does not negate the established rights of the Parties to payment or other claims to be enforced before the termination of the Agreement. Nor will the termination of the Agreement negate the obligation to perform the Delivery of Goods which has already begun to be arranged, if and to the extent reasonably compatible with the actual grounds for termination of the Contract, unless the Parties agree otherwise.
17.1. If a Party has breached the Agreement, including misrepresentation (incorrect, inaccurate or disguised representation or warranty) provided for in the Agreement, the breaching Party shall indemnify the other Party for the loss and damage suffered as a result.
17.2. The Buyer shall not be entitled to make claims against the Seller, to demand or oblige him to compensate for interest, loss or damage due to any damage, loss or harm resulting from the late Delivery.
17.3. The Seller shall be liable to the Buyer only for those Losses incurred by the Buyer due to intentional / deliberate breach of the Agreement by the Seller or due to gross negligence of the Seller. The Seller shall not be liable to the Buyer for any indirect loss / harm / damage, lost profit and any other consequential loss.
17.4. Except for cases of willful misconduct or gross negligence (where liability is determined by applicable law), Seller's liability for non-performance or improper performance of the Delivery terms or breach of warranties given to Buyer is limited to a maximum of 5% (five percent) of the Price of Goods that were not delivered on time or not delivered at all or not suitable for use due to defects or discrepancies that were duly notified by the Buyer to the Seller under the terms of this Agreement.
17.5. The Seller shall not be liable for any loss / damage / harm, interest or penalties incurred as a result of delayed Delivery of the Goods where such delay is due to reasons beyond Seller's control, including, but not limited to, force majeure. In either such case, the Delivery time will be considered postponed for as long as the ongoing delay takes place.
17.6. By concluding this Agreement / placing the Order, the Buyer hereby represents and confirms that he understands that the Goods sold are not medical purpose goods, that they do not meet the requirements for medical or military equipment (MIL-SPEC) and protective gear, are intended for non-professional personal health protection and due to their properties do not guarantee and cannot guarantee complete protection of the individual wearing them from any disease, damage to health, viral or bacterial infections (including, but not limited to, COVID-19) entering the human body. In connection to this, the Seller also accepts no liability for any illness of persons who have worn the Goods sold under this Agreement.
17.7. The Buyer's claims for damages in excess of the above limits and any other claims that do not comply with the above requirements (except for cases of willful misconduct or gross negligence of the Seller) shall not apply in all cases of non-performance or improper performance of the Agreeemnt by the Seller and the Buyer hereby fully waives and renounces all these claims in advance.
18. APPLICABLE LAW AND SETTLEMENT OF DISPUTES
18.1. The law of the Republic of Lithuania shall apply to the interpretation of the Agreement and the settlement of disputes arising from this Agreement.
18.2. All issues arising from the fulfillment of the terms of this Agreement shall be settled by mutual negotiations. If no agreement is reached within 30 (thirty) days, any dispute arising from or related to this Agreement shall be finally settled in the court of the Republic of Lithuania, determining the place of the court according to the location of the Seller's registered office disclosed in the public register.
19.1. The Parties agree that if any provision of the Agreement is invalid or unenforceable, the Parties shall immediately agree in writing and in accordance with the substance of the Agreement to replace such provision with a new existing and enforceable provision with as similar legal and economic effect as possible to the amended provision. The invalidity of one provision shall not affect the validity of the Agreement as a whole or of transactions entered into under the Agreement, unless the Parties would not have entered into the Agreement without this provision and such provision may not be replaced by a new provision as set forth above.
20.1. Except as expressly provided for or specified in the Agreement, there is no intent and it shall not be interpreted as conferring on another person any right or remedy under or in connection with this Agreement where this is not expressly stated.
20.2. Unless expressly stated otherwise, any violation or delay by either Party in the exercise of its powers and rights under this Agreement shall not constitute a waiver of such powers or rights, nor shall any single or partial action prevent such subsequent or other use of actions or any exercise of any other right or power provided for in the Agreement.
20.3. The Parties expressly agree that they both understand the provisions of Annex. 1 (Specification) and all the terms and conditions of the Agreement.
20.4. The Annexes shall be deemed to have been read and shall be deemed to be an important constituent part of the Agreement.
20.5. This Agreement (including its Annexes) constitutes the entire Agreement of the Parties, superseding all possible previous discussions and correspondence between the Parties regarding the Goods.
20.6. The contract documents are complementary. In the event of any conflict between the terms of the Contract documents, the following rules of precedence shall prevail: (I) Special Terms and Conditions; (II) Annexes to the Special Terms and Conditions, including the Specification; (III) these General Terms and Conditions;
20.7. Any amendments to the Agreement shall be made in writing.
20.8. The General Terms and Conditions are signed in 2 (two) identical copies. Both copies have equal legal force. After signing both copies of the Agreement, 1 (one) copy is delivered to each Party.