General terms and conditions of sales

1. PREAMBLE

Our General Terms and Conditions of Sale (the “Terms”) shall exclusively apply to all transactions between UAB ELDES, a private limited liability company duly incorporated and existing under the laws of the Republic of Lithuania, legal person code 300134714, with its registered office at Ukmergės str. 283B, Vilnius, the Republic of Lithuania (the “Seller” or “Eldes”) and the Buyer (the “Parties”). Any different terms and conditions of the Buyer are herewith objected to and shall not apply. Any agreement affecting the execution of these Terms shall be in writing.

2. TERMS OF USE

1. For the purpose of these Terms the goods shall be understood as goods which the Buyer orders by placing a Purchase order and the Seller approves by issuing a document that states a commitment from the Seller to sell goods to the Buyer at specified prices and the terms (the “Proforma Invoice”) (the “Goods”).
2. You, on behalf yourself as an individual, your employer, or another entity (the “You” or “Buyer”), represent and warrant that the Buyer has authority to accept the Proforma Invoice, and has read, fully understood and agrees to comply with and be bound by the following Terms, which shall take effect immediately after approval of the Proforma Invoice.
3. Additionally, after approving the Proforma Invoice, it shall be considered that the Sale and Purchase contract between the Parties is concluded.
4. If you do not agree to be legally bound by all the following Terms, please explicitly inform the Seller and reject the Proforma Invoice.

3. PRICING

1. The Parties can conclude separate agreements on purchase prices.
2. Our prices are valid for Goods sold on EX Works terms (according to the conditions of INCOTERMS 2010) and do not include any kind of taxes.

4. VAT (supply to European Union)

1. Upon the Buyer‘s instructions, 0% VAT tariff shall be applied to the Goods supplied if the Buyer meets the requirements under the European Union and the Republic of Lithuania laws:
a. he has been properly registered as a VAT payer in the state where the Goods are supplied to and that the Buyer is not established and/or registered for VAT purposes in the residence country of the Seller. After approving the Proforma Invoice, the Buyer will expressly certify that the aforementioned circumstances, and in particular the VAT registration fact, have not changed;
b. purchased Goods shall be transported out of Lithuania and shall not be sold or re-sold while the Goods are in Lithuania.

2. In the event when transportation and haulage from Lithuania is organized by the Buyer, also in cases when the Seller separately asks for that in writing, the Buyer undertakes, not later than within 20 (twenty) business days (where business day means any day from Monday to Friday (except for public holidays), when commercial banks are generally open for transactions in Lithuania (the “Business Day”) after delivery of Goods, to present to the Seller the following documents:
a. written confirmation with a person’s acting on behalf of the Buyer (the “Responsible person”) signature proving that specific Goods have been transported out of Lithuania and delivered to the Buyer or to a consignee designated by the Buyer.
b. copies of transportation documents, which shall contain records of all circumstances proving transportation and delivery of Goods to the Buyer, including, but not limited to: exact address of Goods unloading, date, and entry made by a Buyer or his authorised consignee about receipt of goods, etc.

3. Should the State Tax Inspectorate of the Republic of Lithuania (the “Tax Administrator”) have any doubts as to the shipment of Goods out of Lithuania or as to the factual consignee of Goods (i.e. in the event of doubts that the Goods have been sold to other person than the Buyer), the Buyer, upon the Seller’s request undertakes to present additional evidences requested by the Tax Administrator, which shall prove that the Goods have been delivered to the Buyer and transported out of Lithuania.
4. Should the Buyer fail to execute its obligations set forth in this Section 4, then the Seller has a right to re-issue the respective sale invoice with a Lithuanian VAT added to the sale price and the Buyer undertakes to accept and pay such invoice. The Buyer also undertakes to compensate the Seller’s contractual damages which have been agreed in advance, and which shall be equal to late payment interest and penalties calculated by the Tax Administrator in respect of those Goods where 0% VAT rate has been applied without valid reason.

5. VAT (supply outside European Union)

1. Upon the Buyer‘s instructions, 0% VAT tariff shall be applied to the Goods supplied if the Buyer meets the requirements under the European Union and the Republic of Lithuania laws:
a. purchased Goods shall be transported out of European Union and shall not be sold or re-sold in European Union.

2. In the event when transportation and haulage from Lithuania is organized by the Buyer (e.g. when Goods are sold in accordance with INCOTERMS 2010 EX Works (EXW)), also in cases when the Seller separately asks for that in writing, the Buyer undertakes, not later than within 20 (twenty) Business Days after delivery of Goods, to present to the Seller the following documents:
a. written confirmation with a Responsible person’s signature proving that concrete Goods have been transported out of European Community and delivered to the Buyer or to a consignee designated by the Buyer.
b. copies of transportation documents, which shall contain records of all circumstances proving transportation and delivery of Goods to the Buyer, including, but not limited to: exact address of Goods unloading, date, and entry made by a Buyer or his authorised consignee about receipt of Goods etc.

3. Should the Tax Administrator have any doubts as to the shipment of goods out of European Community or as to the factual consignee of Goods (i.e. in the event of doubts that the Goods have been sold to other person than the Buyer), the Buyer, upon the Seller’s request undertakes to present additional evidences requested by the Tax Administrator, which would prove that the Goods have been delivered to the Buyer and transported out of European Community.
4. Should the Buyer fail to execute its obligations set forth in the Section 5, the Seller has a right to re-issue the respective sale invoice with a Lithuanian VAT added to the sale price and the Buyer undertakes to accept and pay such invoice. The Buyer also undertakes to compensate the Seller’s contractual damages which have been agreed in advance, and which shall be equal late payment interest and penalties calculated by the Tax Administrator in respect of those Goods where 0% VAT rate has been applied without valid reason.

6. DELIVERY AND ACCEPTANCE OF GOODS

1. In accordance with the provisions indicated in the written in the Proforma Invoice, the Seller undertakes to prepare for disposal to the Buyer new, free from any restrictions of its free use (the “Encumbrances”), Goods meeting the specification, standards of quality and technical requirements of the manufacturer. The Buyer undertakes prior to the accepting of the Goods at the Place of Delivery to familiarize with the usage and/or storage conditions of the Goods.
2. If the Parties have not separately agreed otherwise, the Seller shall place the Goods which have been properly prepared for transportation (in accordance with the common standards ensuring adequate safety of the Goods) at the disposal of the Buyer at the address of the Seller’s premises or warehouse (in Kaunas, Lithuania) (hereinafter – the “Place of Delivery”) in accordance with the conditions of INCOTERMS 2010 EX Works (EXW).Responsible persons of the Seller and the Buyer shall agree on the exact time of delivery of Goods at the Place of Delivery as soon as practicably possible after the confirmation of the Proforma Invoice. The Buyer shall be ready and prepared to accept the Goods at such determined time at the Place of Delivery If the Buyer fails to accept the Goods as specified in this Section 6 and Section 5, the Seller can sell those Goods to other buyers without bearing any liability to the Buyer. Additionally, the Buyer shall compensate to the Seller all direct and indirect losses incurred due to such breach. In the event of the Seller’s failure to provide the Buyer with Goods at the Place of Delivery or on the agreed place or date due to the reasons under reasonable control of the Seller, the Buyer shall have the right, to demand to provide the Goods within the Buyer’s specified reasonable term at the Place of Delivery.
3. The transfer-acceptance of the Goods shall be confirmed by a waybill and/or a VAT invoice signed by the representatives of both Parties (including agents of carriage).
4. Upon delivery (disposal) of the Goods, the Seller’s representative (including agents of carriage) and the Buyer’s authorized representative shall examine the Goods referring to the Goods assortment list set forth in the waybill and/or VAT invoice (the Buyer must accept those delivered Goods which are indicated in such a list). During the examination of the Goods, the Buyer’s authorized representative shall inspect them and ensure that the external packaging of the Goods is not damaged and there are no externally visible defects of the Goods that the Goods complies with the assortment, specification and quantity requirements set forth in waybill and/or a VAT invoice and/or Purchase Order. If there are no damages, the Buyer’s authorized representative shall accept the Goods.
5. If the external packaging of the Goods is damaged, the Seller’s representative together with the Buyer’s representative shall unpack, examine and evaluate the Goods. If there are no external defects, the Goods shall be accepted by the Buyer, by making at the same time a written statement to waybill and/or VAT invoice and to give a short description of the damage done to the external packaging. The Buyer can refuse to accept the Goods with an external defect and return such Goods to the Seller’s representative. The Seller is under no obligation to satisfy any later claims of the Buyer regarding the quantity of the Goods, the damages to the external packaging of the Goods or any other external defects of the Goods (the “Visual Inadequacy”).
6. In the event of identified inadequacies in the compliance of the delivered Goods and/or its inseparable parts (except Visual Inadequacy) with the quality requirements specified in these Terms, the Buyer shall have the right either to demand: (i) the reduction of paid up price of the Goods; (ii) replacement of the Goods with the Goods of proper quality; (iii) free of charge elimination of defects of the Goods.
7. In the event of delivery of excessive quantity of the Goods notified after the acceptance of the Goods at the Place of Delivery, the Buyer shall as soon as possible notify in written the Seller. The Seller as soon as possible after the receipt of such notice shall indicate in written to the Buyer further actions that should be taken in respect of the excessive quantity of the Goods.
8. In case any quality inadequacy of the Goods (except Visual Inadequacy) is discovered, the Buyer shall notify the Seller accordingly by submitting reclamation. The Buyer shall be entitled to submit the reclamation with respect to the quality (except Visual Inadequacy) within a period of 15 (fifteen) Business Days as from the date of accepting the Goods at the Place of Delivery in accordance with these Terms. The reclamation shall specify the quality and description of the item subject to reclamation and reasoned grounds for the submission of reclamation proved by documentary evidence.
9. For the avoidance of any possible doubts, the Parties hereby agree, that the Seller is responsible at his own risk and expense to place the Goods at the Place of Delivery and the Buyer is responsible at his own risk and expense directly or through any other person acting on behalf of the Buyer to accept the Goods at the Place of Delivery and procure further delivery and transportation of the Goods to the place of final destination or any other place, including but not limited to contracting of carriers, loading of the Goods to the vehicle of the carrier contracted by the Buyer, etc.
10. The Parties hereby agree that the Buyer shall bear all risks of loss of or damage to the Goods after they have been delivered at the Place of Delivery.

7. WARRANTY PROCEDURES
Warranty and out of warranty service should be obtained by contacting the system integrator/dealer/retailer/e-tailer or distributor where the customer purchased the product. When
requesting for service, the proof of purchase and the product serial number must be provided. The return of the defective product should be strictly through the original route of purchase, and the customers shall pack the product appropriately to prevent the returned product from suffering in the transportation.

8. MANUFACTURER WARRANTY
“ELDES, UAB” provides a limited warranty for its products only to the person or entity that originally purchased the product from “ELDES, UAB” or its authorized distributor or retailer and only in case of defective workmanship and materials under normal use of the system for a period of twenty four (24) months from the date of shipment by the “ELDES, UAB” (Warranty Period). Warranty obligations do not cover expandable materials (power elements and/or batteries), holders and enclosures. The warranty remains valid only if the system is used as intended, following all guidelines outlined in this manual and in accordance with the operating conditions specified. The warranty is void if the system has been
exposed to mechanical impact, chemicals, high humidity, fluids, corrosive and hazardous environments or force majeure factors.
If a hardware defect arises and a valid claim is received within the Warranty Period, at its own discretion, “ELDES, UAB” will either (a) repair a hardware defect at no charge, using new or refurbished replacement parts, or (b) exchange the product with a product that is new or which has been manufactured from new or serviceable used parts and is at least functionally equivalent to the original product, or (c) refund the purchase price of the product.

9. PAYMENTS

1. The Buyer shall pay for the Goods and settle accounts in advance (by the date of delivery indicated in the confirmation of the Purchase Order), unless it is agreed between the Parties in writing otherwise. The Seller may refuse to transfer the Goods to the Buyer, if the Buyer fails to present evidence of payment for the Goods to the Seller to the satisfaction of the latter until the moment of the expected transfer of the Goods.
2. Settlements under these Terms shall be made by bank transfers to the bank account referred to by the Seller herein below. Buyer is responsible to pay international money transfer bank charges applied by the Buyer’s bank. The Parties may also agree on another form of settlements.
3. The Parties may agree in writing on deferred payments and credit limit. If such agreement is concluded, it shall form an integral part of these Terms.
4. The Buyer shall acquire the title to the Goods only after full settlement (payment for these Goods, etc.) with the Seller.
5. All amounts arising out of and/or related to these Terms shall be deemed paid on the moment the corresponding amount is credited into the bank account referred to by the Seller herein below.
6. Any payments in relation to these Terms shall be made in euros (EUR), also, upon prior written consent of the Seller, in USD, the lawful currency of the United States of America.
7. In case the Buyer fails to pay any amounts to the Seller when due, because of any reasons, it shall pay to the Seller the default interest of 0.2 percent from the outstanding amount for each day of delay.

10. TRADEMARKS

1. The Buyer acknowledges the Seller’s exclusive ownership of the trademarks of the Goods and/or any other intellectual property arising out of and/or related to the Goods (the “Trademarks”) and acquires no right, title or interest in or to the Trademarks hereunder. The Buyer shall not attempt to register any of the Trademarks or any trademarks, service marks, logos, brand names, trade names, domain names and/or slogans confusingly similar to the Trademarks.
2. The Seller hereby grants to the Buyer for the validity of term of these Terms, and subject to the terms and conditions herein, a non-exclusive, non-transferable, revocable right to use the Trademarks in connection with the marketing, use, sale and service of the Goods in the country where Buyer’s head office is established or in the territory defined by a separate agreement or annex (“Territory”) in accordance with the terms and conditions of these Terms and/or any valid annexes of these Terms, and any guidelines issued by the Seller from time to time. The Buyer shall not alter or remove any Trademarks applied to the Goods. During the validity Term of these Terms, the Buyer shall have the right to indicate to the public that it is an authorized reseller of the Goods.

11. MISCELLANEOUS

1. These Terms can be amended, modified or supplemented unilaterally by the Seller on his own discretion (amendments and supplements shall take effect after they are confirmed by the Buyer). Amendments and supplements to the Terms made in writing (for instance, by fax or e-mail) shall constitute its integral part.
2. These Terms may be terminated by giving an advance notice in writing to the other Party before two months. In such case, the parties must discharge their obligations under these Terms in full.
3. These Terms shall be governed by and construed in accordance with the law of the Republic of Lithuania.
4. Any disputes between the Parties shall be settled by mutual agreement. Any dispute, controversy or claim arising out of or relating to these Terms, its breach, termination or validity, shall be finally settled by arbitration in the Vilnius Court of Commercial Arbitration in accordance with its Rules. The number of arbitrators shall be three. The language of arbitration shall be English or Lithuanian.
5. The Buyer shall not be entitled to transfer the obligations or rights created hereunder to any third persons without a prior written consent of the Seller. The Seller may assign or transfer its rights (or any part hereof) or obligations (or any part hereof) under these Terms to any third persons without a prior consent of or notification to the Buyer. These Terms shall bind and inure to the benefit of the respective successors and assignees of the Parties.
6. These Terms, its schedules as well as all information, documents and correspondence in relation hereto shall be considered as confidential, and shall not be released to any third persons, except as required by the applicable law.
7. If any provision of these Terms conflicts with Lithuanian laws or otherwise becomes invalid, in whole or in part, the validity of the remaining provisions shall not be affected. In such a case, the Parties shall agree a provision in place of the invalid provision, which, as far as possible, has the same legal and economic effect as the invalid provision.
8. All documents or correspondence referred to in these Terms shall be in the English language or be accompanied by an English translation.

12. LIMITED LIABILITY
The buyer must agree that the system will reduce the risk theft, burglary or other dangers but does not provide guarantee against such events. “ELDES, UAB” will not assume any responsibility regarding personal or property, or revenue loss while using the system.
“ELDES, UAB” shall also assume no liability due to direct or indirect damage or loss, as well as unreceived income when using the system, including cases, when the damages arise
due to the above mentioned risks, when due to breakdown or malfunction the user is not informed in a timely manner about a risk which has arisen. In any case, the liability of “ELDES, UAB”, as much as it is allowed by the laws in force, shall not exceed the price of acquisition of the product.
CONSUMER PROTECTION LAWS FOR CONSUMERS WHO ARE COVERED BY CONSUMER PROTECTION LAWS OR REGULATIONS IN THEIR COUNTRY OF PURCHASE OR, IF DIFFERENT, THEIR COUNTRY OF RESIDENCE, THE BENEFITS CONFERRED BY THIS WARRANTY ARE IN ADDITION TO ALL RIGHTS AND REMEDIES CONVEYED BY SUCH CONSUMER PROTECTION LAWS AND REGULATIONS. This warranty grants upon you specific legal rights, and you may also have other rights that vary by country, state or province.

13. DISPOSAL AND RECYCLING INFORMATION
The WEEE (Waste Electrical and Electronic Equipment) symbol on this product (see left) means it must not be disposed of in household waste. To prevent possible harm to human health and/or the environment, you must dispose of this product in an approved and environmentally safe recycling facility. For further information contact your system supplier, or your local waste authority.