Limited Liability Company «Volantis Idėjos» represented by Director Yury Lialiuha, acting on the basis of the Charter (hereinafter – the Supplier) in accordance with the Civil Code of the Republic of Lithuania offers any legal entity or individual registered as a sole proprietor wishing to purchase goods for use in business activities or for other purposes not related to personal, family, household and other similar use, to enter into this Agreement on the following terms.
1. Conclusion of the Agreement
1.1. The public offer, expressed in this Agreement, comes into force from the moment of placing on the website of the Supplier https://ledz.by/en/offer/.
1.2. Payment by a legal or natural person registered as an individual entrepreneur, to the Supplier by invoice, invoice-protocol, invoice-contract (hereinafter – Invoice) for the goods on the following terms, is a full and unconditional acceptance of this public offer and means the conclusion of this Agreement on the terms specified in this Agreement in accordance with the Civil Code of the Republic of Lithuania. In accordance with the Civil Code of the Republic of Lithuania, this Agreement is considered concluded in writing. The place of concluding the Agreement is considered to be the city of Vilnius.
1.3. From the moment of concluding this Agreement, a legal entity or a natural person registered as a sole proprietor becomes a Party to this Agreement, hereinafter referred to as the Buyer, and acquires rights and obligations in accordance with the terms of this Agreement.
2. Subject of the Agreement
2.1. Under this Agreement, the Supplier undertakes to transfer the Goods to the ownership of the Buyer within the period stipulated by the Agreement, and the Buyer undertakes to pay for and accept the Goods in accordance with the terms of this Agreement.
2.2. The goods under this Agreement are lamps and automation devices for them, lightning protection equipment and grounding, surge protection devices, electrics, heating and other equipment agreed by the Parties, as well as components and consumables to them, software products (hereinafter – PP), intended for use by the Buyer under the terms of the software developer’s license agreement, memory cards, flash drives, flash cards, key media, smart cards and their readers, printed publications and other goods.
2.3. The name, quantity, cost of the Goods listed are agreed in the Supplier’s Invoice.
2.4. Delivery time is up to 40 (forty) working days from the date of full payment by the Buyer of the cost of the Goods.
3. Product quality
3.1. The Supplier guarantees that the quality of the Goods meets the quality standards of the companies-manufacturers of the Goods.
3.2. During the sample, the Buyer checks the quality of the Goods and certifies it by signing the Consignment Note or Consignment Note (hereinafter – CN) – in accordance with the requirements of the Tax Code of the Republic of Lithuania. After signing the CN, the Buyer loses the right to refer to the deficiencies that may have been identified during the sample.
3.3. The warranty period for the delivered Goods corresponds to the warranty periods provided by the companies-manufacturers of the Goods.
3.4. The Goods purchased by the Buyer from the Supplier under this Agreement and used in compliance with the operating conditions are subject to warranty repair, do not contain traces of unauthorized opening (repair) and do not have mechanical damage, defects caused by improper operating, transportation or storage conditions.
3.5. In case of failure of the Goods subject to warranty repair, within the warranty period established by this Agreement, the Buyer shall apply to the authorized service center of the company-manufacturer of the Goods. In case of refusal of the authorized service center of the company-manufacturer of the Goods, the Buyer has the right to address directly to the Supplier. When contacting the Supplier for warranty service, the Buyer is obliged to present a CN or warranty card for the Goods, otherwise the Supplier has the right to refuse to carry out warranty repairs.
4. The price of the Goods
4.1. The price of the Goods is determined in accordance with the current price list of the Supplier and is agreed in the Invoices. The Account is an integral part of this Agreement.
4.2. The Buyer pays the Invoice issued by the Supplier by making a prepayment (advance) in the amount of 100%.
4.3. In the event that the Buyer’s price list changes at the time of payment of the Invoice, the Buyer shall pay the difference in the value of the Goods in accordance with the current price list of the Supplier. In this case, the Supplier issues an Invoice in accordance with the current price list.
4.4. The price of the Goods includes VAT calculated at the rate provided by the Tax Code of the Republic of Lithuania.
4.5. All settlements under the Agreement are made in Euros by depositing funds in the Supplier’s cash desk or non-cash transfer of funds by the Buyer by payment orders to the Supplier’s current account.
4.6. The date of payment is considered to be the date of crediting funds to the current account of the Supplier or the date of depositing funds in the cash desk of the Supplier.
5. The order of transfer of Goods
5.1. Delivery of the Goods is carried out within the period specified in the relevant Invoice, from the moment of full payment by the Buyer of the cost of the Goods.
5.2. Delivery of the Goods is carried out by sampling in the Supplier’s warehouse. The Supplier shall notify the Buyer of the readiness of the Goods for sampling by postal, facsimile or electronic means of communication or by telephone in accordance with clause 9.2.2 of this Contract. The goods must be selected by the Buyer within 10 (ten) calendar days from the date of notifying the Buyer of the readiness of the Goods in the warehouse. The Supplier is considered to have fulfilled its obligations to deliver the Goods at the time of readiness of the Goods in the warehouse.
5.3. The goods are released upon presentation by the Buyer’s representative of a duly executed power of attorney for the right to receive inventory and the original passport of the attorney. The original power of attorney or a duly certified copy thereof shall be provided to the Supplier.
5.4. The right of ownership and the risk of accidental death or accidental damage to the Goods passes at the time of transfer of the Goods to the Buyer and signing of CN.
5.5. In case of non-selection or delay in sampling of the Goods by the Buyer, the risk of accidental death or accidental damage of the Goods passes to the Buyer at the moment of readiness of the Goods in the warehouse.
5.6. The date of delivery is the date of signing the CN by the Buyer.
6.1. The Agreement enters into force from the moment the Buyer pays the Invoice or after the Buyer signs the CN (whichever comes first) and remains in effect until the Parties fulfill their obligations under the Agreement.
7. Responsibility of the Parties
7.1. For non-fulfillment or improper fulfillment of obligations under this Agreement, the Parties shall be liable in accordance with the current legislation of the Republic of Lithuania.
7.2. In case of violation by the Buyer of the period for sampling the Goods, the Supplier has the right to demand payment of a penalty in the amount of 0.1% (one tenth of a percent) of the cost of the Goods that were not selected in time for each day of delay.
7.3. In case of violation by the Supplier of the delivery time of the Goods, the Buyer has the right to demand payment of a penalty in the amount of 0.1% (one tenth of a percent) of the cost of the Goods not delivered on time for each day of delay, but not more than 10% (ten percent) of the cost of the Goods.
7.4. In case of delivery of the Goods before receiving payment, the Supplier has the right to demand payment of a penalty in the amount of 1.0% (one percent) of the value of the delivered Goods for each day of delay, starting from the next day from the date of delivery.
8. Actions of force majeure
8.1. The parties shall be released from liability for partial or complete non-performance of obligations arising from force majeure.
8.2. The Party invoking force majeure shall notify the other Party no later than 5 (five) calendar days after the occurrence of such circumstances and confirm the existence of such circumstances with official documents.
9. Other conditions
9.1. The Parties have agreed that in the process of concluding and fulfilling the terms of this Agreement will exchange documents that can be sent by e-mail with mandatory confirmation of receipt on the same day by replying to an e-mail marked «received» and indicating the date of receipt or receipt of delivery notice. The parties undertake to send each other the originals of such documents within 3 (three) working days from the moment of their sending by e-mail.
9.2. Messages are sent to the following email addresses:
9.2.1. to the address of the Supplier by e-mail email@example.com;
9.2.2. to the address of the Buyer according to the contact data which are specified at its address to the Supplier or are provided in another way.
9.3. The Supplier has the right to change the terms of this Agreement by publishing notifications of such changes or its new versions on its website. In this case, the Supplier confirms that the changes made to this Agreement do not cancel the terms of this Agreement previously accepted by the Buyer.
9.4. In the event of a change in the details, location, e-mail address, telephone number and other data, the Parties undertake to notify each other within 10 (ten) calendar days from the date of such changes.
9.5. In cases not provided for in this Agreement, the Parties shall be guided by the current legislation of the Republic of Lithuania.
9.6. All disputes under this Agreement shall be resolved through negotiations. All disputes between the Parties on which no agreement has been reached shall be referred for resolution to the Economic Court of Vilnius.
9.7. The Parties undertake not to disclose or disclose facts or information obtained under this Agreement to a third party without the prior written consent of the other Party. However, the fact of conclusion and the subject of this Agreement are not confidential information and may be used by the Parties for advertising and marketing purposes.
9.8. The Buyer guarantees that they have obtained the consent of employees and contractors for the processing and transfer of personal data (hereinafter – PD) to the Supplier and third parties for the performance of the Agreement and for advertising and marketing purposes. The Buyer guarantees that he has informed the employees of the rights of the subject of personal data provided by any legislative acts of the Republic of Lithuania «Personal Data Protection Law». The Buyer instructs the Supplier to process personal data of employees and contractors in accordance with the legislation of the Republic of Lithuania «Personal Data Protection Law», which means all data and information, including (but not limited to) obtained (available) on the basis of or in connection with the conclusion or execution Contract. The processing of personal data will be carried out for the proper performance of the Supplier’s obligations under the Agreement, the performance of other factual actions related to the performance of the Agreement, as well as for advertising and marketing purposes. The processing of personal data includes the Supplier’s performance of any actions (operations) with personal data, including collection, recording, systematization, accumulation, storage, clarification (update, change), retrieval, use, transfer (distribution, provision, access), blocking, removal, destruction. The Buyer undertakes to reimburse any costs, including losses associated with the sanctions of the inspection bodies for the lack of consent of employees and contractors of the Buyer to process PD by the Supplier. The supplier undertakes to process the PD in accordance with the PD legislation.
10. Contacts and details of the Supplier
Limited Liability Company «Volantis Idėjos»
Legal address: LT-03204, the Republic of Lithuania, Rodūnios kel. 28-226.
Reg. number: 303242969.