Terms and conditions

UAB “VILNIAUS PAKUOTĖ” TERMS AND CONDITIONS OF SALE

1. SCOPE
1.1. These UAB „Vilniaus pakuotė“, legal entity registration code 223613480, registered office at Savanorių av. 219A, Vilnius, Republic of Lithuania, (hereinafter, the “Producer”) terms and conditions of sale (hereinafter, the “Terms and Conditions”) shall apply to and in addition to respective order shall form the contract on production and supply of cardboard and paperboard packaging products (hereinafter, the “Products”) between the Producer and its customer (hereinafter, the “Buyer”) specified herein and/or in respective order, unless separate, individually negotiated contract or framework agreement has been concluded by the parties, provided that such contract / agreement excludes applicability of these Terms and Conditions.
1.2. These Terms and Conditions shall also apply to all pre-contractual relationships between the parties, including to any quote given by the Producer.
1.3. Unless expressly otherwise agreed in writing, these Terms and Conditions shall prevail in the event of a discrepancy with any other written or oral correspondence or documents exchanged between the parties.
1.4. Any variation from these Terms and Conditions is only binding when it is explicitly accepted in writing by the Producer. The Buyer’s consent (either implicitly or explicitly) to the applicability of these Terms and Conditions shall automatically apply to subsequent contracts, unless explicitly agreed otherwise.
1.5. Any general conditions set forth by the Buyer in any document are explicitly rejected and shall not be binding, unless and to the extent that they have been explicitly accepted by the Chief Executive Officer of the Producer in writing.

2. QUOTES AND ORDERS
2.1. Quotes submitted by the Producer shall be valid for a period of 10 (ten) business days as of its date, unless otherwise specified in the quote itself.
2.2. The Producer shall produce the Products only based on print files and orders approved by both parties. The Producer may specify requirements for print file instructions and procedures for print file and/or order confirmation at its sole discretion. Order and/or order confirmation issued by the Producer shall be approved by the Buyer within 3 (three) business days, otherwise the Producer shall be free to cancel it at any time and re-issue new order / order confirmation, subject to availability of production capacity.
2.3. In case of contradiction between the provisions of the order and these Terms and Conditions, provisions of the order for the Products ordered under respective order shall prevail.
2.4. Parties may conclude frame orders, whereby the Producer is instructed to manufacture Products and store them at its warehouse readily available to be called-off by call-off notice of the Buyer within agreed time schedule in the future. The Producer shall make available for shipment called-off Products within 3 (three) business days as of receipt of the call-off notice. If the Buyer fails to call-off entire quantity of the Products intended for respective period within 3 (three) months after end of such period, the Producer shall be entitled to invoice the Buyer for the remainder of the Products that were not called-off and charge the Buyer for the extended storage of the Products.
2.5. Parties may conclude material orders, whereby the Producer is instructed to order raw material to be delivered and stored at Producer’s warehouse to be available for production of the Products in the future under separate orders. The Buyer shall utilise such raw material no later than within 6 (six) months as of the delivery date of such materials. Should the Buyer fail to utilise such raw material within said timeframe, the Producer shall be entitled to invoice the Buyer for the raw material in question in accordance with Clause 3.5 herein and charge the Buyer for the extended storage of the raw material.

3. PRICE
3.1. Prices specified in respective quotes shall only be applicable to specific project specified therein and only if quote is still valid. If prices are based on certain characteristics of the Product and/or volume, respective characteristics (quantity, timeframe of supply, quality, warranty, packaging and labelling, transportation and any other issues that might affect costs) must be an exact match for the price to be applicable.
3.2. If the Buyer enjoys certain volume discount due to intention and/or commitment to procure certain volume of Products within certain future period and by the end of such period it becomes evident that the Buyer failed to procure entire volume, the Producer is entitled to recalculate the price of the Products at their original price and invoice the Buyer full amount of volume discount that was granted.
3.3. Unless otherwise agreed, prices shall be under ExW Producer’s premises (Incoterms 2010 rules), in Eur, exclusive of value added tax (VAT), which shall be added in addition to the Price, if VAT is applicable in accordance with applicable laws.
3.4. Price payable by the Buyer to the Producer under respective Order shall be equal to the quantity of the Products in fact delivered, subject to allowed tolerances under Clause 6.1.5 herein, multiplied by the price of one unit of the Product. Hence, total price under respective order and total price invoiced to the Buyer may vary within allowed tolerance under Clause 6.1.5 herein.
3.5. The Producer shall provide the Buyer with a pricelist of additional services, which may be reviewed and updated at any time by the Producer at its sole discretion by written notice having immediate effect.
3.6. The Parties shall agree that the price of raw material (cardboard/paperboard) shall make 80 % (eighty) per cent of the price of the Products. If raw material has to be invoiced under the contract, said ratio will apply to determine the price of the raw material to be invoiced.
3.7. In the event of an increase in the price of the raw material used by the Producer for fulfilment of the order, the Producer shall be entitled to unilaterally change the Price by giving a 30 (thirty) calendar days’ notice to the Buyer, unless the order specifies that the price of the order is fixed until its execution and/or for specific period. At the Buyer’s request, the Producer shall provide the letters concerning the increase in the price of the raw material as evidence received from its suppliers. Indexation of the price of the Products shall be carried out according to the following formula:
PN= P*0.8*(1+PPb)+(P*0.2)
where PN – new (reviewed) price; P – current price; PPb – percent of adjustment of paperboard price.
Example: provided that P – 50, PPb – 5%, PN=50*0.8*(1+5%)+(PPr*0.2)=52).

4. PAYMENT CONDITIONS
4.1. Unless pre-payment has been requested and specified in the order, payment of the price and any other sums due by the Buyer to the Producer shall be on open account and time of payment shall be 30 (thirty) days from the date of invoice. The amounts due shall be transferred by wire transfer to the Producer’s bank account specified in the invoice for the account of the Buyer and the Buyer shall be deemed to have performed its payment obligations when the respective sums due have been received by the Producer in its bank account in immediately available funds.
4.2. If a Party does not pay a sum of money when it falls due the other party is entitled to interest upon that sum from the time when payment is due to the time of payment. The rate of interest shall be 8 % (eight) percent per annum.

5. WARRANTY
5.1. The Producer warrants that unused Products shall:
5.1.1. comply with requirements stipulated in the print file and the order, subject to tolerances, limitations and exceptions stipulated herein;
5.1.2. remain free of cracks visible with naked eye;
5.1.3. not become delayered as may be visible with naked eye;
5.1.4. have smooth surface with tolerance allowance of 5% (five) percent; and
5.1.5. have functional glue zones (intended to glue paperboard products following folding);
within 6 (six) months as of production date of the Products, provided that Products were stored in accordance with storage requirements specified by the Producer, including, but not limited to the following requirements:
(a) during storage the Products shall remain in original packaging, in boxes, on pallets, with all seals, labels, packaging films and etc. in place, as applicable;
(b) storage facility shall be indoors, protected from direct sunlight, well ventilated;
(c) the Products shall be placed at least 1 m from heating devices;
(d) air temperature shall be between 15 and 25 degrees in Celsius;
(e) relative air humidity shall be between 50 % and 60 %.
5.2. Should the Buyer claim that the warranties applicable to the Products have been breached, burden of proof that warranty was breached and that the Buyer fully complied with storage conditions of the Products shall be with the Buyer.
5.3. Following the Buyer’s claim regarding breach of warranty, samples for inspection by representatives of the Producer and/or third party experts shall always be taken from the boxes still in their original packaging.

6. THE BUYER’S ACKNOWLEDGEMENTS
6.1. The Buyer hereby acknowledges that:
6.1.1. print file, when viewed on screen or printed on paper with digital and/or laser printer, may not be an accurate representation of a final product with respect to colours. Hence, it is a recommendation of the Producer to order wet proof whenever higher accuracy on colours is needed;
6.1.2. samples are not an accurate representation of a final product with respect to cut lines, folding lines, etc. due to technical differences between cutting plotter and die-cutting machine. Hence, it is a recommendation of the Producer, especially when final product will be used on automatic packaging lines, to order a test (pilot) batch of the Products to run appropriate tests on packaging lines at the facility where the Products will be used;
6.1.3. the Products will be deemed to conform to the requirements despite minor discrepancies (including, but not limited to following discrepancies, gluing lines misplacement by approximately 2 mm (two) millimetres; in case of PP, BOPP, PET laminated Products – surface of a Products has natural curve up to approximately 1 cm (one) centimetre; small portion of Products, i.e. up to approximately 0.2 % (zero point two) percent, has gluing defects), which are usual in the business of manufacturing of paperboard and cardboard packaging products, as well as through course of dealings between the Parties;
6.1.4. unless specifically agreed and specified in the order, the Producer does not warrant any rub-resistance class for the Products. The Products are highly sensitive, they dent, rub and can otherwise be damaged easily. It is sole responsibility of the Buyer to safeguard the Products during storage, packaging and transportation operations at its own facilities following delivery of the Products. Under no circumstances can the Buyer make a claim against the Producer after the Products or part thereof, have been used, processed or converted.
6.1.5. the Products that are produced in course of regular production print runs shall be in conformity with approved print files and/or wet proofs, if available, in accordance with International Standard ISO 12647-2:2013 or later editions of the said standard and tolerance for Delta E shall be ≤ 3,5 for solid ink patches. Provided that Products conform to print files, wet proofs and/or samples within reasonable deviation (tolerance) margins accepted in the industry and/or stipulated herein, claims regarding non-conformity between the design / the die-cut and final Products, on any other bases whatsoever, shall be deemed to be ungrounded and will be rejected in full. Fluctuations within aforementioned deviation (tolerance) margins are allowed between different units of Products in the same print run and/or different print runs.
6.1.6. there is 15 % (fifteen) percent quantity tolerance allowance between quantity ordered under the first order following approval of print file and 10% (ten) percent quantity tolerance for every subsequent order under same print file and quantity of the Products that will be in fact delivered under specific order. Quantity in fact delivered may be higher or smaller up to 15 % (fifteen) percent for the first order and 10 % (ten) percent for every subsequent order in comparison to quantity ordered under respective order. Deliveries within said tolerance allowance shall be deemed to be in compliance with respective order;
6.1.7. Unless specifically agreed otherwise in the order, the Producer shall choose the method of packaging of the Products at its sole discretion.

7. LATE DELIVERY
7.1. Unless otherwise agreed by the Parties, when there is delay in delivery, the Buyer is entitled to claim liquidated damages from the Producer equal to 0.05 % (zero point zero five) percent of the Price of the Products for each commenced day of delay, though no more than 5 % (five) percent of the price of the delayed Products. Parties hereby explicitly agree that Producers liability is limited up to the said amount.
7.2. Should the Buyer fail to accept delivery of the Products on the intended date of delivery, the Producer is entitled to issue invoice on the day, when Products were made available for delivery and payment terms shall start as of the said date. In addition, in this case the Producer shall be entitled to charge the Buyer for extended storage of the Products. If Producer runs out of space at its facility, the Buyer shall be charged at a rate of costs plus 5 % (five percent) for relocation to other warehouse and storage at such warehouse.
7.3. If the Producer has not delivered the Products by the date on which the Buyer has become entitled to the maximum amount of liquidated damages under Clause 7.1 herein, the Buyer may at any time terminate the Order by written notice.
7.4. Unless otherwise agreed by the Parties, if the Buyer fails to accept the Products within 6 (six) months as of delivery date of the Products and/or latest date for utilisation of raw material, the Producer is entitled to dispose of the Products and/or raw material for the account of the Buyer.
7.5. In case of termination of the Order under Clause 7.3 herein, the Buyer is entitled to claim direct damages which, subject to Clause 10 herein, in the aggregate do not exceed the price of the non-delivered Products. For the avoidance of doubt, indirect and consequential damages, lost profit, damages for lost reputation and similar damages are excluded.
7.6. The remedies under this section exclude any other remedy for delay in delivery or non-delivery.

8. NON-CONFORMITY
8.1. The Buyer shall inspect the packaging of the Products (pallets and/or boxes) as well as the quantity of the Products by number of pallets and/or boxes indicated in consignment note and/or packing lists upon delivery. In case of damage and/or shortage, the Buyer shall raise its claims during loading/unloading of Products, specifying respective claims on the consignment note and/or packing lists as well as notifying the representative of the Producer immediately, though no later than on the day of delivery via e-mail. The Buyer shall have no remedy for shortage or damage if it fails to notify the Producer thereof within timeframe stipulated herein.
8.2. The Buyer shall diligently examine the Products as soon as possible after delivery though in any case prior to their use, conversion or processing and shall notify the Producer in writing of any lack of conformity (including any hidden defects), specifying the nature of the lack of conformity of the Products and proof that Products were stored in accordance with storage requirements (if need be) within 30 (thirty) days as of delivery. The Buyer shall have no remedy for lack of conformity if it fails to notify the Producer thereof within timeframe stipulated herein.
8.3. Following Buyer’s claim regarding nonconformity, the Producer and or its experts shall be given full access to the Products claimed to be nonconforming, as well as storage facility, any and all proof that Products were stored under storage requirements and any other information and access that might be needed to verify the claim. Should the Buyer fail to prove that storage conditions were met and/or grant access to the Products / storage facilities of the Products to the Producer, it shall be deemed that claim of the Buyer is ungrounded and rejected in full, rendering the Buyer with no remedy for claimed lack of conformity.
8.4. Where the Products are non-conforming, the Producer shall:
8.4.1. reduce the price of the Products by an amount agreed with the Buyer; or
8.4.2. provided that it can do so without unreasonable delay and without causing the Buyer unreasonable inconvenience replace the Products with conforming Products, without any additional expense to the Buyer.
8.5. If remedies proposed by the Producer under Clause 8.4 are not acceptable to the Buyer and non-conformities in question are so significant that they preclude the Buyer (its clients) from using the Products for their intended purpose, the Buyer may at any time terminate the order by written notice.
8.6. In case of termination of the order under Clause 8.5 herein the Buyer is entitled to claim direct damages which, subject to Clause 10 herein, in the aggregate do not exceed the price of the nonconforming Products. For the avoidance of doubt, indirect and consequential damages, lost profit, damages for lost reputation and similar damages are excluded.
8.7. The remedies under this section exclude any other remedy for nonconformity.

9. INTELLECTUAL PROPERTY
9.1. Nothing in this Agreement shall operate to assign or otherwise transfer any title to, or ownership of any pre-existing intellectual property rights owned by a party or its third-party licensors. All intellectual property rights created, used and/or provided by one party to the other party shall at all times be and remain the property of that party, which created, used and/or provided respective items. Such items shall be used exclusively for the purposes intended by the party, which provided respective items. Parties acknowledge that any rights granted by one party to the other to use or exploit any of intellectual property rights will terminate immediately upon the termination of the contract.
9.2. Parties represent and warrant to one another that performance of this contract shall not violate the requirements of applicable laws, rights and legitimate interests of third parties, including, but not limited to, intellectual property rights, including economic rights of the authors, patents, designs, commercial or industrial secrets and know-how or rights to trademarks and etc. If execution of the contract violates laws, rights and/or interests specified herein or elsewhere due to issues that are under control, for the benefit of or otherwise attributable to one party, it shall indemnify and hold harmless the other party against any and all losses incurred as a result of this.

10. LIMITATION OF LIABILITY
10.1. The total liability of the Producer for any and all claims arising out of or relating to the performance or breach of the contract or use of any of the Products shall be limited to direct damages and shall not exceed Eur 500,000 (five hundred thousand Eur). The Producer’s liability shall terminate upon expiry of warranty. The Buyer shall indemnify and hold harmless the Producer for any loss incurred in excess of liability cap stipulated herein and/or claims raised due to usage of the Products following expiry of warranty.

11. MISCELLANEOUS
11.1. The contract shall come into force from the moment of its conclusion and shall remain in force until terminated in accordance with applicable laws.
11.2. Parties shall keep this contract and all information relating to this contract confidential and shall not disclose such information without prior consent of the other party, unless it has been already made publicly available by disclosing party and/or such disclosure is required by applicable laws.
11.3. Parties shall properly ensure protection of personal data in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council (hereinafter referred to as the “General Data Protection Regulation”). Either Party shall undertake to duly notify its employees regarding disclosure of their personal data to the other Party in accordance with Articles 12-14 of the General Data Protection Regulation (and other provisions) to the extent such disclosure of personal data of the employees is necessary for execution of this Agreement (e.g., names and surnames of representatives, e-mail addresses, etc.).
11.4. Lithuanian law applies to this Agreement (and any non-contractual obligations arising out of or in connection with it) and the Parties agree to submit to the exclusive jurisdiction of the Lithuanian courts under place of business of the Producer.
11.5. The parties shall undertake to notify each other of any changes in the e-mail addresses and other details of the parties indicated herein by giving written notice as soon as possible. A party failing to comply with the afore-mentioned requirement shall not be entitled to claim that it has not received the notices sent according to such details.