SALE – PURCHASE AGREEMENT SPECIAL TERMS AND CONDITIONS
Buyer, represented by acting under basis of representation, and
InSpe, IĮ, legal entity code 120650387, registered office address Savanorių ave. 178F, Vilnius, the Republic of Lithuania (hereinafter referred to as the “Seller”), represented by Guy Shapira, General Manager, acting in accordance with the Regulations of the Seller,
The Buyer and the Seller are hereinafter collectively referred to as the “Parties” and each individually as the “Party”,
(A) The Seller is engaged in activities of manufacturing and distribution of respirators (hereinafter referred to as the “Goods”), the description and technical characteristics of which are provided for in Annex No. 1 to the Special Conditions of this Agreement.
(B) The Seller agrees to sell the Goods to the Buyer, and the Buyer agrees to purchase the Goods from the Seller under the conditions and in accordance with the procedure provided for in this Agreement,
The Buyer and the Seller hereby agree and enter into the Agreement under the following conditions:
1. DEFINITIONS AND STRUCTURE OF THE AGREEMENT
1.1. Words and expressions written in capital letters will have the meanings assigned to them in the General Terms and Conditions, unless otherwise specified in these Special Terms and Conditions of the Agreement.
1.2. This Agreement consists of these Special Terms and Conditions, the General Terms and Conditions and all Annexes and amendments to the Agreement.
1.3. The documents constituting the Agreement are complementary. In the event of any conflict between the terms of the Agreement 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) General Terms and Conditions.
2. SUBJECT MATTER OF THE AGREEMENT
2.1. The Seller undertakes to sell to the Buyer transfer to latter's ownership and deliver the Goods to the location specified in the Agreement within the terms and in accordance with the procedure specified in the Agreement, the quantity, description and technical characteristics of which are detailed in Annex No. 1 Specification of Goods hereto, and the Buyer undertakes to purchase and accept the Goods that comply with the requirements of this Agreement and pay the agreed price for them. Annex No. 1 Specification of Goods may also specify the Price of the Goods and the method and address of delivery of the Goods.
2.2. The Seller will sell and the Buyer will buy from the Seller the quantity of the Goods specified in Clause 3.1 of these Special Terms and Conditions.
2.3. The Parties hereby agree that the information concerning the quality and characteristics of the Goods is specified in the Specification, Annex No. 1 to the Special Terms Conditions of this Agreement. 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 related 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).
2.4. 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. By their nature the Goods are of single / one-time use.
3.1. By agreement of the parties, the Contract Price for [---] units of the Goods and their Delivery consists of:
3.1.1. price excluding VAT - [---] EUR (amount in words: [---] EUR);
3.1.2. VAT 21% - EUR [---] (amount in words: EUR [---]);
3.1.3. Price of Delivery of the Goods to the Buyer - [---] EUR (amount in words: [---] EUR).
3.2. Total price including VAT - [---] EUR (amount in words: [---] EUR). The price is final and cannot be changed.
3.3. If, prior to the date of issue of the VAT invoice for the sold Goods, the VAT rate changes (which is equal to 21% on the day of concluding this Agreement), the Price without VAT specified in Clause 3.1.1 of these Special Conditions shall remain the same, while the amount of VAT will be recalculated according to the new rate change, the Total Price including VAT is then adjusted accordingly.
4. PROCEDURE OF PAYMENT
4.1. The full Price must be paid to the Seller's account specified in these Special Terms as Conditions in advance no later than within 3 (three) days from the date of signing of this Agreement. This Agreement shall enter into force from the moment of full crediting of the Price to the Seller's account.
4.2. All and any fees related to the performance and crediting of payment orders under this Agreement will be reimbursed by the Buyer. The respective payment of the Buyer to the Seller shall be deemed made when the entire amount of money payable is credited to the Seller's bank account.
4.3. Performance of this Agreement, including delivery of the Goods, will be subject to the Buyer paying the full Price (making an Advance Payment) to the Seller as set out in Clause 4.1 above (Condition Precedent). In the absence of full payment, the Seller has no obligation to order and deliver the Goods.
5. DELIVERY AND ACCEPTANCE OF GOODS
5.1. The Parties agree that the Goods must be delivered to the Seller at [-address-].
5.2. The terms and conditions of Delivery and acceptance of the Goods and the related obligations of the Parties are set out in the General Terms and Conditions of the Contract. The goods are of single / one-time use nature and are non-refundable / non-returnable.
6.1. Liability of the Parties for improper performance of the obligations arising from the Agreement is established in the General Terms and Conditions of the Agreement.
6.2. The Agreement may be terminated in accordance with the procedure established in the General Terms and Conditions of the Agreement.
7.1. All notices, claims, requests and other correspondence between the Parties under the Agreement shall be made in writing and sent by registered mail, e-mail, to the addresses below or to other addresses notified to the Parties in writing.
7.2. A Party must notify the other Party of a change in its address, telephone, e-mail address or fax number. A Party that has not fulfilled this obligation may not claim that it has not received notifications sent on the basis of the latest details known to the other Party.
8.1. The Agreement enters into force from the moment when the Price paid by the Buyer is credited to the Seller's bank account and is valid until the Parties fully fulfill their obligations under the Agreement or the Agreement is terminated or expires. Signed documents sent by fax and / or e-mail have the same legal force as those sent by post. Both Parties to the Agreement shall exchange the originals of the Agreement signed by both Parties within 10 (ten) working days.
8.2. The law of the Republic of Lithuania shall apply to the Agreement, including its form and content, as well as to the interpretation of the Agreement and all rights and obligations arising from the Agreement (both contractual and non-contractual).
8.3. The Special Terms and Conditions of this Agreement shall be construed and applied in conjunction with the General Terms and Conditions of the Agreement and all Annexes to the Agreement.
8.4. 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.
8.5. Any amendments to the Agreement shall be made in writing.
8.6. The Special 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.
This Act of Transfer - Acceptance of Goods is made in 2 (two) original copies: 1 (one) copy of each is left to the Buyer and to the Seller.