1. Definitions
| Term | Meaning |
|---|---|
| Goods | Tangible products, equipment, components, materials or software deliverables. |
| Services | Any intangible performance, including design, development, testing, consultancy, maintenance or training. |
| Applicable Law | All laws, statutes, regulations, ordinances and sanctions regimes in force in Lithuania, the European Union (EU) or any other jurisdiction relevant to a transaction, including without limitation export‑control and defence‑procurement laws. |
| Export Control Statement | The Company’s Export Control & Sanctions Compliance Statement, as amended from time to time. |
2. Applicability Matrix
| Situation | Governing Section(s) |
| Company purchases Goods/Services | Section 3 – Purchase Terms |
| Company sells Goods/Services | Section 4 – Sales Terms |
| Clauses of general application (compliance, liability, confidentiality, etc.) | Sections 5 to 14 |
3. Purchase Terms (Company = Purchaser)
3.1. Acceptance of PO. By accepting a Company PO, whether expressly or by commencing work, the Supplier accepts these GTC. Any deviation requires Company’s prior written consent.
3.2. Delivery & performance. Supplier shall deliver Goods/Services strictly to the specifications, quantities, Incoterms® rule and deadlines stated in the PO. Delays or deviations must be notified in writing without undue delay; Company reserves the right to cancel, impose penalties or seek other remedies.
3.3. Quality & compliance. Goods/Services shall conform to specifications, industry standards and Applicable Law. Company may inspect and reject any non‑conforming delivery at Supplier’s risk and cost.
3.4. Pricing & Payment. PO prices are firm and fixed unless otherwise agreed. Payment terms are NET 60 days from receipt of undisputed invoice unless stated differently in the PO. Company may withhold amounts relating to defective or undelivered items.
3.5. Errors & discrepancies. Supplier must report any PO error within five (5) working days of issuance; silence constitutes acceptance.
3.6. Cancellation. Company may cancel the PO in whole or in part for convenience or for Supplier default. Compensation is limited to work demonstrably performed and accepted prior to cancellation.
4. Sales Terms (Company = Seller)
4.1. Payment terms. Unless otherwise stated on the invoice or Sales Confirmation, Payment is due in full in advance (100 % pre‑payment) prior to shipment of Goods or commencement of Services. Should the Company, by explicit written agreement, accept deferred payment terms, any overdue amount shall accrue interest at the statutory default rate plus two (2) percentage points per month, calculated on a daily basis until paid in full.
4.2. Non‑payment consequences. Non‑payment may trigger suspension of deliveries, commencement of collection proceedings and recovery of all reasonable costs, including attorney fees.
4.3. Errors & discrepancies. Buyer must dispute any invoice within five (5) working days of invoice date; otherwise the invoice is deemed accurate and accepted.
4.4. No liability for indirect loss. To the maximum extent permitted by law, Company shall not be liable for indirect, incidental or consequential damages.
4.5. Retention of title. Title to Goods passes only upon receipt of full payment; risk passes per agreed Incoterms® rule.
5. Export‑Control & Sanctions Compliance
5.1. General warranty. Partner warrants full compliance with the Export Control Statement and all export‑control laws (incl. Reg. (EU) 2021/821 & Reg. (EU) 833/2014).
5.2. No Russia/Belarus clause. Partner shall neither directly nor indirectly sell, export, re‑export or transfer any Company Goods or Services to the Russian Federation or the Republic of Belarus, or for use therein. Partner shall flow this prohibition down the supply chain, operate effective monitoring and notify the Company immediately of any suspected breach.
Penalty for breach. Any actual or attempted violation constitutes a material breach incapable of cure. Without prejudice to other remedies, Partner shall pay liquidated damages equal to one‑hundred percent (100 %) of the total contract value or fifty‑thousand euro (€50 000), whichever is higher, within ten (10) calendar days of the Company’s written demand.
5.3. Licence requirements. Partner must obtain and comply with all export licences and permits.
5.4. Audit rights. The Company may audit Partner’s records, on reasonable notice, to verify compliance.
6. Confidentiality & Intellectual Property
6.1. Information marked or understood as confidential shall be kept secret for ten (10) years.
6.2. No IP licence is granted except as necessary to fulfil the transaction.
7. Quality Assurance & Traceability
7.1. Supplier shall operate a quality‑management system (ISO 9001 or equivalent) and keep traceability records for three (3) years.
8. Representations & Warranties
8.1. Each party warrants authority to contract and that its Goods/Services infringe no third‑party rights and comply with law.
9. Liability & Indemnification
9.1. Partner indemnifies the Company against losses from Partner’s breach or negligence.
9.2. Except for wilful misconduct or gross negligence, each party’s aggregate liability is capped at the contract value.
9.3. Nothing limits liability for death, personal injury or fraud where prohibited by law.
10. Force Majeure
10.1. Neither party is liable for delay or non‑performance caused by events beyond reasonable control; the affected party must notify the other promptly.
11. Termination for Cause
11.1. Either party may terminate with immediate effect if the other materially breaches these GTC and fails to cure within ten (10) days; breach of § 5 is deemed incurable.
12. Governing Law & Jurisdiction
12.1. These GTC are governed by Lithuanian law. Disputes are submitted to the Vilnius City District Court unless the parties agree to arbitration.
13. Severability
13.1. If any provision is held invalid, the remainder stays in force and the parties will negotiate a valid replacement.
14. Priority & Amendments
14.1. These GTC prevail over Partner terms unless expressly overridden in writing. The Company may update the GTC; the version on its website at acceptance time applies.