20.09.2015

UAB Modernios technologijos

GENERAL TERMS AND CONDITIONS OF SALES

Article 1 – Field of scope

1.1 When used in these General Conditions of Sales, the following words shall have the meaning set forth below:
1.1.1. МТ – Modernios technologijos;
1.1.2. GCS – General terms and conditions of sales of MT;
1.1.3. Seller – company MT with a head office located in Vilnius, Lithuania;
1.1.4. Buyer – any legal or natural person, who has provided the Seller with an order for goods and/or services specified in the Seller’s quotation, or a person who has entered into the agreement with the Seller;
1.1.5. Manufacturer – any legal or natural person which carries out the production or manufactures the Product sold by the Seller;
1.1.6. Parties – the Seller and the Buyer;
1.1.7. MT Product(-s) – any goods supplied by MT, any work performed by MT, any services provided by MT.

1.2 These GCS apply exclusively to any sales and relate to all products of MT with the understanding that the term "Product" means any goods manufactured, any business done and/or any service provided by MT, works performed by MT or the "Seller". The term "Buyer" means anyone who places an order for products. These GCS govern any order or agreement which are their integral part.

1.3 Any order placed to the Seller implies the unconditional acceptance of our GSC by the Buyer without any exception or reserve. The Buyer or the person authorized by him to act on his behalf by a power of attorney, when placing the order confirms that he is familiar with the GSC and accepts all the conditions. The GSC shall prevail over any general conditions of the Buyer. The Seller reserves the right to modify, in whole or in part, these GSC at any time subject to notifying the Buyer of these modifications by any means. The Buyer shall be deemed to have accepted this last version of the GSC. These GSC include all the Seller’s conditions of sale. The Seller's silence shall not be construed as the consent or acceptance of any other conditions of the Buyer. The Buyer may not add any conditions. The Buyer may not modify the GSC neither upon the order of the Product, nor upon the delivery of the Product (including the commencement of services) by the Seller, and the occurrence of the situations shall not be interpreted as the Seller’s acceptance of the terms which may void, modify, or amend the GSC.

1.4 The GSC are the integral part of any quotation presented by MT, regardless of whether they are attached directly to the quotation of MT or the quotation includes a link to a website where the GSC are placed. Upon placing of the order based on the GSC, the GSC become an integral part of the agreement signed on its basis, and the GSC will be valid for the entire duration of the agreement. If there are any contradictions between the GSC and some other documents, or part of it, including an agreement, or part of it, the GSC shall prevail. The implementation of the above stated conditions is a prerequisite for the trade cooperation. Notwithstanding the foregoing, the acceptance of the Product means the unconditional acceptance of these GSC.

Article 2 – Agreement conclusion, order acceptance, order modification, ownership, price and payment

2.1 Product sales and orders shall be final only after Seller’s written acceptance and confirmation. The same applies to any modifications of sales and orders of Products. Except for the order refusal or the non-performance of the Seller’ obligations, any advance payment remains the property of the Seller. In addition, the Seller refuses the partial or total cancellation of an order in the process of execution.

2.2 In confirming an order, the Buyer fully accepts these GCS placed at his disposal and acknowledges to have complete knowledge of them. He thus waives reliance on any contradictory document, especially his own general conditions of purchase, as the bill of purchase entails the automatic acceptance of these GCS. This confirmation, as well as the whole of data relative to the sale, shall constitute the proof of the transaction. If the Buyer refuses to accept the GCS, the Seller has the right to postpone delivery of the Product, until the GCS are fully accepted by Buyer. After determining the appropriate period for the acceptance of the GCS and the rejection of their decision within the deadline, the Seller has the right to terminate the agreement. The Seller reserves the right to accept orders in part or reject them without explanation.

2.3 All agreements, guaranties, promises made in verbal form by employees of the Seller, before or during the moment of agreement confirmation or during product delivery are not binding. For the validity of the agreement or its changes all the statements between the Parties in this respect shall be confirmed to each other in written form, their delivery is possible by mail, courier, fax, or email. This provision applies to commercial offers, orders and order confirmation in particular.

2.4 If the agreement is signed by a new Buyer requesting a trade credit, the Buyer is obliged to present their financial documents to assess this possibility.

2.5 The Seller reserves ownerships right of the sold product until total and full payment of the Product to the Seller. After this ownership passes to the Buyer. If it is specified in a separate order from the Buyer, the ownership of the Product shall be transferred after signing the relevant Act. In case of connection, mixing, modification, recycling of the Product, the Parties shall become joint owners in general.

2.6 The prices specified in the commercial offers shall bind within the timeframe specified therein. If the terms are not specified in the offers, the prices shall obligate within 5 working days from the date of receipt of quotation. The prices of the Products are determined based on arrangements in force at the time the written order confirmation. The Buyer must make payment in currency by Bank transfer to the specified in the invoice the Seller. Buyer agrees to make payment within the time specified in the offer, or if the time limit was not provided – within the time specified in the invoice issued by the Seller. Payment is effected when the funds in currency received on the Seller’s account specified in the invoice.
The Seller reserves the right to change the prices if after the conclusion of the agreement there are circumstances justifying the price increase, for example, higher prices for raw materials, energy, change in law and others the Seller has no influence on. Increasing prices may not be higher than the actual increase in the price of the components influencing the increase in prices.
Discounts are only given in writing, in the form of annotations in the invoice or as an adjustment to the Invoice. The prices for the Product specified by the Seller are netto prices and may be increased in a corresponding tax amount on the basis of existing tariffs.
In case the Buyer delays the payment for more than 7 working days as per any agreement concluded between the Parties, the Seller is entitled to suspend the implementation of all obligations under the agreements and orders (including the issuance of goods) until the Buyer fully pays all the debts with interest. In case the Buyer delay the payment for more than 30 days, the Seller has the right to terminate the agreement without setting any additional terms. The Seller is not responsible for any damages in regard to the above-mentioned.
In case of the worsening of the financial situation of the Buyer, the Seller is entitled to terminate the agreement without setting any additional terms, unless Buyer provides additional warranties, which the Seller can accept. Estimation of the financial condition of the Buyer, the acceptance or refusal of the additional guarantees, fully depend on the Seller. The Seller is not responsible for any damage in relation to the above-mentioned.

The Buyer has the right to get increased trading credit, by giving the Seller additional assurances in the form of a bank guarantee or other collateral acceptable to the Seller. The Seller has the right to change the terms of payment in case of the untimely fulfillment of the Buyer.

Invoices issued by Seller shall be paid within the time specified in them, counting from the date of the invoice. Without the written consent of the Seller, the Buyer has no right to carry on debt payments due for the Product, in particular: the notes or other costs incurred in connection with claims or delay of delivery. The discount can be deducted only if the Buyer made the payment on time. In the case of unjustified deductions, the Buyer shall return the unsubstantiated deductions within 3 days of receipt of notification from the Seller.

In case the Buyer delays the payment, the Seller is entitled to charge – if the Seller will not have higher costs – interest for the delay in the statutory amount, starting from the date of expiry of the payment specified in the invoice. In case the Buyer delays the payment or carries out other activities to the detriment of the Seller, the Seller reserves the right to suspend the delivery of the Product, including the services, to the disappearance of the obstacles having an impact on the implementation of the agreed work.

In case of the order placement on delivery of the Products, and later the inaction in relation to the shipment, the cancellation of the order implementation or any other action conducive to the termination of the implementation agreement, the Seller has the right to charge penalty of 50% of the total amount of the unimplemented order.

In case of the refusal of the order for the supply of the Product at the client's request, a penalty of 100% of the Product cost shall be charged. All pre-payments made by the Buyer regarding this order shall be credited against the above-described penalties.
The Seller has the right to claim damages exceeding the cost of the penalties.

2.7 The metals, alloys or materials shall be chosen by the Buyer or determined per his instructions. In addition, the Seller shall provide the samples of metals, alloys or materials, the use of which the Seller may suggest. In any case, the Seller shall not assume liability for corrosion or wear.

Article 3 – Product delivery and acceptance

3.1. The delivery dates for each order shall be provided for informational purpose only. The Seller shall make every reasonable effort to comply with the delivery dates but shall not be held liable for any delays directly or indirectly, for any delays, damages, indemnity or penalties for late delivery whatsoever. The delivery time shall be reckoned from the agreement date and order acceptance, the agreement of all delivery details by both sides including the complete technical specifications and payment for the Product (subject to pre-payment).

Delivery time can be postponed through no fault of the Seller.
Such cases include the following:
Force majeure;
Traffic ban for trucks used to ship the Product;
Traffic of trucks used to ship the Product is incapable due to temperature conditions;
Annual summer vacation in the European Union, which may cause a delay in the production of the Product both by the manufacturer and submanufacturer. A vacation usually starts in August or December and lasts two weeks;
Strikes;
Any unforeseen government actions;
Sanctions;
Any circumstances of the manufacturer.
Other similar cases.

3.2 Without the prejudice of the provisions set forth in article 3.4, the Seller is obliged to deliver the Products to the place of destination specified by the Buyer, the choice of routing and carrier shall be that of the Seller, unless otherwise provided. In any case, except for express dispensation by the Seller, the shipping costs shall be borne by the Buyer.

3.3 Risks for loss or damage shall be transferred to the Buyer at the time and place of delivery. In case the Product is transferred to a carrier and provided the payment for shipment is made by the Buyer, the risks for loss or damage shall pass to the Buyer after the Product is transferred to the carrier.

3.4 The delivery of the Products is carried out when the Products are handed to the Buyer’s disposal at the territory of the Seller. The date of delivery is the date of the issue of a way-bill by the Seller or the shipper. The Buyer shall bear all the risks and costs linked to the Products from the date of the way-bill. The Buyer shall (i) verify the compliance of the Products with the order and the absence of obvious or apparent defects, (ii) in writing on the shipper's way-bill(-s) precisely specify any claim related to dimensions, weight, quantity, apparent quality flaws, performance, damage or obvious defect, (iii) forward these claims to the shipper by recorded delivery letter within three (3) days after delivery, (iv) confirm these claims to the Seller within eight (8) days after delivery. In the absence, thereof, the Products shall be deemed to comply with the order and be without apparent defect. The Seller is not liable for defects, which were not informed in the above-mentioned terms. The lack of complaints in the established terms leads to the loss of the right to a complaint.

3.5 If the Buyer does not take possession of the Products at the place and on the date of delivery, the Products shall be stored by the Seller at the expense of the Buyer. The Seller disclaims any liability in relation to this situation and all the risks shall be borne by the Buyer. Any return of the Products shall be covered by a prior written agreement with the Seller. The expenses and risks of the return shall be borne by the Buyer.
3.6. Everything sent by the Seller together with the Product certificates of quality, certificates, test results and certificates issued to the Product by independent firms, which are available from the Seller at the time of sale of the Product, with their parameters and technical characteristics are not the Seller's confirmation of existing data and thus are not proof that the Product meets the criteria specified in them. The documents transmitted are every time only information of the Seller that the Products as per the Manufacturer's Declaration are manufactured in accordance with the criteria specified in the documents.

3.7 The Product sold as the second-rate (or second-hand) Product is not subject to complaint and is non-returnable.

3.8 During the delivery, in connection with the nature of the Products offered, the Seller guarantees that the Product will meet the Product specifications described in the technical data sheets sent with the order confirmation or at the request of the Buyer, or with any other signed documents issued by the Seller, subject to the tolerance and permissible deviations in accordance with accepted commercial practices and practices of the Manufacturer in respect of dimensions, accounting for tolerance and deviations in accordance with the measuring and control methods used.

3.9 The Buyer is responsible for the technical data, quality and quantity of the Products specified in the order or agreement, which should correspond to its needs.
If there are no requirements to the Product or description of the desired Product quality in the order, the Product ordered will be delivered as an ordinary commercial Product without liability for any special quality specifications. Relevant certificates, declarations of conformity or other documents confirming the quality of the Product, shall be attached to the Product if such a requirement is stipulated in the order or agreement. The Seller is responsible for ensuring that the accompanying documents are virtually related to the Product delivered.
The issuance of the certificates may be chargeable and for reasons beyond the control of the Seller, occur after the delivery of the Product.

3.10 The Buyer may make a claim to the quantity and quality of the Product within 15 days after the delivery of the Product or its part to the Buyer. Each case shall be executed by the relevant protocol to be signed by the authorized representatives of the Buyer and the Seller. If the Buyer does not inform the Seller of the claims within 15 days (for example, presents a claim), the Seller loses the right to make demands (claims) regarding the delivered Product, including the quantity and quality of the Product. If the Buyer, after the examination of the Product notice, thinks that there are inconsistencies with the document of delivery of the Product, he shall notify the Seller in writing of detected defects immediately after their discovery and prior to the processing of the Products or their distribution.
If there are any defects or inconsistencies of the Product within the terms of the agreement on quality, the Buyer shall immediately inform the Seller in writing. The notification shall contain a detailed description of the detected defects. Quality protocol/act shall include the description and reason for the defect, the date of delivery of the Product to the warehouse, packaging and storage conditions, as well as a particular claim of the Buyer with a shipment defect photo attached. There shall be a conclusion (claim report) compiled by an independent qualified organization, enclosed to the quality claims. The Buyer shall keep the claimed Product until the claim is fully settled. The Seller shall check the Products claimed by the Buyer personally or through their representatives. The Buyer shall not prevent the Seller from inspecting the Product, as well as inspecting the Product's place of storage and operation. The Seller shall not be liable for any defects, damages or other detriments if both the Product and the place where the Product was stored and operated were not provided for inspection.
The Buyer shall supply the claimed Product to the premises of the Seller at his own expense and risk. The cost of transportation to the place of destination and customs duties shall be paid by the Buyer. The Seller shall reimburse these costs to the Buyer only if the claim is substantiated. If the claim is unjustified, the Buyer shall accept the costs for Product return transportation as well as any additional costs incurred by the Seller, including sorting costs, all kinds of advice and possible examination and laboratory investigations.
The Seller shall not supply the Products of the same type and in the same quantity as the Product claimed for replacement.
If the Buyer, despite the claim was accepted as unsubstantiated, is not interested to take the claimed Products back, he shall bear the costs of their eventual disposal. The foregoing shall not relieve the Buyer from the obligation to pay for these Products.
The claimed products shall be delivered in the original packaging and protected from damage during transportation. The Buyer, who repacks the Products, shall have specific, verifiable repackaging procedures to prevent contamination of the Product. Any repacking produced by the Buyer shall waive responsibility from the Seller and transfer it to the Buyer applicable to the properties of the Product, which repacking may concern.
In certain cases, the Seller may send a representative - the quality controller - to the Buyer’s actual place of the storage of the claimed Product to assess the validity of the complaint. All these documented expenses are covered by the Seller, if the complaint was groundless, the costs shall be transferred to the Buyer.
The Seller will not accept reclamation for a product that has been used, processed by the Buyer or third parties. The Seller is not responsible for any kind defects caused because of improper use, installation, processing or storage. The Seller, ensuring existing product parameters specified in the data sheet, has no influence on produced final products and is not liable for the final products produced by the Buyer from the Seller’s Products.
In reviewing the claim, its objectivity is evaluated on binding technical standards and best practices of the industry, depending on the type of claim.
In the case of rejection of the claim the Seller may charge the Buyer in the amount of 3000 EUR for processing claims (administrative expenses).
In case the claim is confirmed, the Seller may, at his discretion, rectify the defect, replace the Product with a new one without defects or by agreement with the Buyer to reduce its cost. The settlement of the claim by the above-mentioned methods exclude the possibility of additional compensation to the Buyer.
If the claimed Product was not returned to the Seller prior to the final examination of the claim, the Buyer is obliged to keep it in proper order to prevent possible damage or defects.
The Seller is not responsible for any damages arising from the products produced by the Buyer from the Products supplied by the Seller.

The Seller is not responsible for the Products which are not used in accordance with their purpose and technical characteristics, in case of losses caused by errors in use, constructive mistakes made by third parties, as well as non-compliance with recommendations and instructions of the Manufacturer.
The condition for the acceptance of returned Products claimed by the Buyer and which will be accepted by Seller, is that they are free from damage, have not been processed in production processes and will be identified by the parameters contained in the certificates, declarations and technical data sheets. Any claims of the Product of the quantitative and/or qualitative do not give the Buyer the right to delay the payment for the implemented delivery and payment of any deductions from the expenses that shall be paid by the Buyer for the Product.
The Seller has the right to suspend the execution of the claim of the Buyer until the Buyer settles all past-due debts towards the Seller.

Article 4 – Force Majeure circumstances

4.1 In case of force majeure and unforeseeable events such as but not limited to: earthquake, tornado, mobilization, state of war, riot, strike (even partial, whatever the cause of), lock-out from our facilities or industries or public services which serve in their supply and their operation, epidemic, labor shortage, non-availability, interruption or slowdown of means of transport whatsoever, fire, flood, manufacturing or transportation accident, equipment breakdown, shortage of raw materials, energy or generally the occurrence of any impairment, obstacle or delay that the Seller cannot reasonably avoid, the Seller’s performances shall be suspended in whole or in part, the turnaround time of the order being prolonged by a period equivalent to that during which (as a result of the event constituting an event of force majeure), the Seller shall not have been able to fulfill his obligations, the said event shall possibly entail cancellation by either one of the parties of sales or orders, without damages, if the event lasts more than two (2) months.

Article 5 – Guarantees

5.1 All Products leaving our facilities are considered in accordance with the required quality. The Buyer may verify the said quality prior to shipping of the Products. If the Buyer wishes to use this possibility, he shall notify the Seller in writing in his order. Warranty obligations are always carried by the Products’ Manufacturer. The Seller provides the Buyer with the relevant document from the Manufacturer in relation to the Products. This document does not necessarily have to be addressed to the Buyer.

5.2 Insofar as the Products shall be the object of normal and appropriate usage in accordance with his specifications, the Seller, on behalf of the Manufacturer, guarantees that the Products are free from any manufacturing defects for a period of six (6) months from the date of delivery. Intervention on the basis of this guarantee shall not have the effect of extending its duration. Unless otherwise expressly and especially stipulated, the Seller guarantees the suitability of the Products only for the use it was designed for and not for any use that may be defined by the Buyer even if the Seller is informed of the improper use of the Products the Buyer.

5.3 To the extent that the Buyer is a professional in the field like that of the Seller, any guarantees as to latent defect are excluded.

5.4 The guarantee shall be invoked by the Buyer only if he is up to date in his payment obligations. Based on the guarantee and in the event of latent defect, the sole obligation incumbent upon the Seller is the repair or replacement of the Products or components recognized as defective by the Seller or the unconditional taking back of the Products, considering the service rendered by the Products during their months of usage. The Seller's liability is released of all damages not imputable to intrinsic defects of the Products or in the event of improper use of the Products or their components.

5.5 If, during the guarantee period, the Buyer discovers a material or manufacturing defect, he shall give the Seller a written notice in respect thereof within 10 days of such discovery.

5.6 The guarantee is excluded and the Seller's liability shall not be engaged in the event of (I) obvious defects not revealed under the conditions set forth in article 3, (II) changes to or repair of the Products by third parties or by the Buyer without the prior written approval of the Seller, (III) replacement of the parts of the Products using parts not provided by the Seller, (IV) use of the Products which does not conform to the specification or recommended use, (V) failure to maintain and repair the Products, (VI) non-respect of instructions and documentation remitted by the Seller, (VII) maintenance of the Products done by unqualified employees from the Buyer or by his representatives, (VIII) the Products are used in operating conditions other that for which the Products were designed or originally delivered for, (IX) the Products being used on or in connection with any toxic or dangerous mixture, (X) non respect of the 10 ten days’ notice specified in 5.5, (XI) wear and tear due to abrasion and/or corrosion, (XII) in case the Products were intentionally or accidentally damaged. Whatever the case, the Buyer shall be responsible for any deterioration or modification of the Products caused by the Buyer or occurred after delivery.

5.7 The return of the Product requires the prior written agreement of the Seller. The Buyer shall not invoke the return of the Products in order to discontinue his payments to the Seller, cancel all or part of an order in process, or claim damages and interest.

5.8 With respect to any Products or part thereof not manufactured by the Seller, the Seller shall pass on to the Buyer only those guarantees made to the Seller by the manufacturer of such Products or their parts which are capable of being so passed on. This is applicable to electrical and electronic equipment.

Article 6 – Liabilities

6.1 To the exclusion of compensation of physical damage and notwithstanding any convention to the contrary, the Seller's liability shall not exceed the amount earned by the Seller under the agreement or the order. Whatever the case, the Buyer's liability shall be limited to these amounts and any other indemnities or penalty clauses shall be excluded in all events.

6.2 Any legal action for whatever cause whatsoever, notably because of latent defects, shall be brought by the Buyer before the expiration of a one (1) year term after the date of delivery of the Product.

6.3 Under no circumstances shall the Seller be obliged to repair the direct and / or indirect damage inherent to loss of use, suspension of production and / or loss of profits, loss of data, inability to earn, loss of enjoyment of a right or an asset, privation of a service, and more generally to any loss of an economic or financial nature which could result from defects or delivery delays or manufacturing defects or performance deficiencies of the Products.

6.4 Tests, adjustments, tuning of the Products in other than the Seller's facilities are done at the risk of the Buyer, even if the Seller provides technical support.

6.5 The seller is always liable for a Product defect after the replacement of the Product. In this case, the Buyer is not entitled to any additional demands to the Seller.

Article 7 – Buyers‘ lien

7.1 The Seller expressly retains the ownership of the Products delivered until full payment of the principal and the ancillary costs, even in case of the Buyer's written clause to the contrary, it being understood that conveyance of title creating an obligation to pay, draft or payment due or other, shall not constitute a payment in the sense of the present clause insofar as the aforesaid commercial effect has not been paid. Payments are considered made as of their date of receipt by the Seller.

7.2 For lack of payment by the Buyer of a single fraction of the price on the due dates agreed and fifteen (15) days after formal notification by recorded delivery letter, the sale shall be cancelled by right and at the discretion of the Seller. This provision shall not hinder the transfer to the Buyer of the diverse risks inherent in the Products, including the risk of loss or deterioration of the Products. In case of the claim of the ownership of the Products by the Seller, the costs relating thereto, the costs of dismantling, shall be borne by the Buyer. An obsolescence indemnity equal to 5 % of the price of the Product per month of possession by the Buyer shall be owed by the Buyer.

7.3 Insofar as the price has not been paid, the Buyer shall identify the Products, shall insure them at their replacement value and shall name the Seller as the primary beneficiary of the benefits paid for loss, theft, deterioration or destruction of the Products. For lack of serialization, the Seller shall require immediate payment of the price. In the event of seizure or any other third party intervention regarding the Products, the Buyer shall unconditionally and immediately notify the Seller.

7.4 In addition, the Buyer agrees not to pledge or to transfer the Product by way of surety. Until full payment, the Buyer has no right of resale, and a right to conversion or the inclusion of Products in trade the Buyer should request the Seller. Whatever the cause, the claim exercised by the Seller of the unpaid Products shall entail by right the cancellation of the sale, all costs of repossession shall be at the expense of the Buyer, without prejudice to any other claim that may be brought by the Seller.

Article 8 – Inspection of the final destination

8.1 The Buyer shall deal personally with statements or obtaining authorizations or necessary permits required by the legislation relative to the Products or technology by because of their nature, use or destination. The Buyer states in addition to be fully responsible for the final destination of the Product, to the exclusion of any Seller's liability in this respect.

Article 9 – Industrial property

9.1 The Manufacturer (the Seller) is the exclusive owner of all intellectual property rights without limitation, pre-existing to or caused by the performance of the service. The Buyer does not acquire any ownership right or otherwise over the aforesaid intellectual property rights.

9.2 The documents and information of any nature such as drawings, studies, etc. shall be exploited solely by the Buyer and on his own behalf. They may not be copied, communicated, nor transferred to third parties. They shall be returned to the Seller on his simple request.

Article 10 – Payment

10.1 The Products are provided at the price in effect on the definitive date of the order. The prices are indicative and are established on the basis of existing economic conditions in the country of origin of the Product at the date of final acceptance by the Buyer. The prices are understood not to include packing, departure from factories before taxes. The costs of packing and delivery to the Buyer are billed separately.

10.2 Unless through written agreement by the Seller, all payments must be made sixty (60) days from the date of invoice. For any delay in payment, after notification of the Buyer by the Seller remaining without effect, interest at the rate of 1.5 % per month shall be applied for each month counting from the due date of the amount remaining unpaid up to the date of complete settlement of said amount.

10.3 The Seller reserves the right to require the payment guarantees he deems necessary at any time in the course of a sale or an order. Shall the Seller not obtain them, our Company may cancel the sale or the order at any time.

10.4 The goods are payable to MT. Absent extension made by agreement, in case of non-compliance with an agreed due date, all invoices not yet due shall become automatically payable. The payment of the invoices shall not be refused or deferred by the Buyer by any contest, namely in the event of call upon any of the guarantees.

10.5 Shall shipping of the Seller's Products be delayed due to the Buyer's fault, an invoice for presentation payable in the same terms as if the Products had been shipped on the date provided for by the agreement without prejudice to billing of the costs of warehousing.

10.6 In case of a single payment due but not paid in full, the Buyer agrees not to use, convert, incorporate, sell or to deliver the Products without the written permission of the Seller, the right to which remains.

Article 11 – Transfer of rights

11.1 The Seller may freely sell or transfer all or part of his rights and bonds arising from agreements concluded or orders placed after communication of these GCS or delegate the fulfillment of his bonds to any moral person receiving universally, in the context of capital invested transaction, merger, division, or otherwise, all or part of the assets comprising its branch of activities. It is expressly agreed and accepted that said transfer shall entail for the Buyer neither the right to cancellation nor to compensation.


11.2 The Buyer shall not transfer any of his obligations or any of his rights without the prior written agreement of the Seller.

Article 12 – Cancellation

12.1 Shall the Buyer intend to terminate an agreement or an order prior to the arrival of the term and after communication of these GCS, he shall provide prior written notification at least sixty (60) days prior the arrival of the term in disclosing the reasons for the termination. The Seller shall have the right inter alia, to reimbursement of the costs already incurred in the manufacture of the Products, as well as any expense resulting from the necessary cancellation of the agreements binding the Seller to his suppliers or subcontractors.

12.2 The Seller reserves the right to cancel, without notice, any agreements concluded and all orders placed following communication of these present GCS. In the event the Buyer fails to proceed with the agreed payments, is held in suspension of payment, declared in recovery or compulsory liquidation, found in amicable dissolution, or in any other manner ceases activity or is subject to legal provisions in force, the Seller shall reserve the right to suspend the performance.

Article 13 – Waiver

13.1 The fact that the Seller does not assert at a given time any one of these GCS shall not be construed as waiver to assert at a later time any of said conditions.

Article 14 – Application

14.1 If a competent arbitration tribunal or judicial court should consider one of the terms of these present conditions as being invalid, this nullity shall not affect the validity of the other terms of the present GSC.

14.2 It is not allowed to transfer the obligations, which arise from the agreement with the Seller, or of placing the order to third parties without the written consent of the Seller.

Article 15 – Applicable law – Attribution of jurisdiction

15.1 Any agreement, sale and order concluded or placed after communication of these present GCS shall be construed per and governed by Lithuanian law. All the disputes, contradictions or disagreements which may arise out of the agreement or in connection with the Agreement which may be signed if the order is accepted, shall be settled amicably through negotiations between the Buyer and the Seller.
In case the parties do not reach an agreement, all and any disputes, discrepancies or demands arising from or in regard with agreement including those related to the execution, breach, termination or invalidity shall be settled in the of the Vilnius Court of Commercial Arbitration, Lithuania, per the Rules of this court by 3 (three) arbiters or 1 (one) arbiter appointed according to these Rules. The language of the arbitration proceedings will be English. The law applicable hereunder is the substantive and procedural law of the Republic of Lithuania.

Address of the court: Vilnius Court of Commercial Arbitration, Lithuania M.Valančiaus av. 1A-7, LT-03115 Vilnius, Lithuania.
All procedural documents shall be served via parties’ e-mails:
modernios.technologijos@gmail.com; ­­­­­­­­­­­­­­­­­­­­______________________________;

The Parties agrees that the decision of the staff of arbiters will be final and binding for the Parties.
This arbitration clause has been adopted by the Parties voluntarily. It is legally separate clause being independent on other terms and conditions of the Agreement. Recognition of the Agreement to be invalid (void) does not cause the recognition of this arbitration clause to be invalid.
The Seller reserves the right to apply to the court at the defendant's domicile.