Application and entire agreement

1. These Terms and Conditions will apply to the purchase of the goods detailed in our quotation (Goods) by the buyer (you) from UAB “Brandelektra” a company registered in Lithuania under number 304210390 whose registered office is at Kazio Ulvydo str. 11-324, Vilnius, 08247, Lithuania (we or us).

2. These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.

3. These Terms and Conditions and quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose, or which are implied by trade, custom, practice or course of dealing.


Interpretation

4. A “business day” means any day other than a Saturday, Sunday or bank holiday in Lithuania.

5. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.

6. Words imparting the singular number include plural and vice-versa.


Goods

7. The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.

8. We can make any changes to the specification of the Goods which are required to confirm to any applicable safety or other statutory or regulatory requirements.


Price

9. The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing.

10. If the cost of the Goods to us increase due to any factor beyond our control including, but not limited to, material costs, labor costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.

11. Any increase in the Price under the clause above will only take place after we have told about it.

12. You may be entitled to discounts. Any and all discounts will be at our discretion.

13. The Price is exclusive of fees for packaging and transportation / delivery.

14. The price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.


Cancellation and alteration

15. Details of the Goods as described in the clause above (Goods) and set out in our sales documentation to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.

16. The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 30 days only from the date shown in it unless expressly withdrawn by us at an earlier time.

17. Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.


Payment

18. We will invoice you for the Price either:

a. on or at any time after delivery of the Goods; or

b. where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we have notified you that the Goods are ready for collection or we have tried to deliver them.

19. You must pay the Price within 1 day of the date of our invoice or otherwise according to any credit terms agreed between us.

20. You must make payment even if delivery has not have taken place and / or that the title of the Goods has not passed to you.

21. If you do not pay within period set out above, we will suspend any further deliveries to you and without limiting any of our other rights or reminders for statutory interest, charge you interest at the rate of 0,02 % of the outstanding amount per each day of delay.

22. Time for payment will be of the essence of the Contract between us.

23. All payments must be made in Eur unless otherwise agreed in writing between us.

24. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.


Delivery

25. If not agreed otherwise you must collect Goods from our premises.

26. We will arrange for delivery of the Goods to the address specified in the quotation, or your order or to another location we agree in writing. Delivery price will be invoiced if not agreed otherwise.

27. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 8 pm.

28. If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:

a. store or arrange for storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or

b. make arrangements for redelivery of the Goods and will charge you for the costs of such redelivery; and / or

c. after 30 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.

29. If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.

30. Any dates quoted for delivery are approximate only, and the time of delivery is not of essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

31. We can deliver the Goods by installments, which will be invoiced and paid for separately. Each installment is a separate contract. Any delay in delivery or defect in an installment will not entitle you to cancel any other installment.


Inspection and acceptance of Goods

32. You must inspect the Goods on delivery or collection.

33. If you identify any damages or shortages, you must inform us in writing within 7 days of delivery, providing details.

34. Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.

35. Subject to your compliance with this clause and / or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.

36. We will be under no liability or further obligation in relation to the Goods if:

a. if you fail to provide notice as set above; and /or

b. you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or

c. the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and / or 

d. the defect arises from normal wear and tear of the Goods; and / or

e. the defect arises from misuse or alteration of the Goods, negligence, willful damage or any other act by you, your employees or agents or any third parties.

37. You bear the risk and cost of returning the Goods.

38. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 7 days after delivery.


Risk and title

39. The risk in the Goods will pass to you on completion of delivery.

40. Title to the Goods will not pass to you until we have received payment in full for: (a) the Goods and /or (b) any other goods or services that we have supplied to you in respect of which payment has become due.

41. Until title to the Goods has passed to you, you must (a) hold Goods on fiduciary basis as our bailee; and / or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods and / or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from date of delivery.

42. As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.


Termination

43. We can terminate the sale of Goods under the Contract where:

a. you commit a material breach of your obligations under these Terms and Conditions;

b. you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;

c. you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by qualifying floating charge holder, a resolution is passed or petition to any court for the winding up your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.


Warranties and liability

44. Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

45. The Buyer acknowledges that the Seller is not the manufacturer of the Goods and it shall only be entitled to the benefit of any product warranty or guarantee, repair or return policy to the extent as provided by the relevant manufacturer.

46. The warranties set out in these Conditions do not apply to any defect in the Goods arising from: (a) fair wear and tear; (b) wilful damage, abnormal storage or working conditions, accident, negligence by the Buyer or by any third party; (c) if the Buyer fails to operate or use the Goods in accordance with the user instructions; (d) any alteration or repair by the Buyer or by a third party who is not one of our authorised repairers; or (e) any specification provided by the Buyer.

47. It is a condition of any alleged warranty or guarantee claim made by the Buyer that the Goods must be returned to the Seller in the original (undamaged) manufacturer’s box.

48. The Seller does not give any warranty that the Goods shall be suitable for any particular purpose for which the Buyer intends to use them save where the Seller has expressly accepted responsibility for such suitability in Writing. The Seller does not accept responsibility for defects resulting from the location in which the Goods are to be used, or for their method of installation, use or maintenance, nor for any failure to correspond with any specification where that results from a failure to use the Goods in a suitable location (as reasonably determined by the Seller) or by competent operators or from improper installation, use or maintenance.

49. Any warranty set out in these Conditions and/or the Order (or the associated quote) is extended only to the first end-user of the Goods (i.e. the individual who purchased the product for their own use) and is not transferable.

50. Nothing in these Conditions shall exclude or limit the Seller’s liability for (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) for any other liability that cannot be excluded by law.

51. The Seller shall use its reasonable endeavours to only supply Goods which are genuine but, in the unlikely event that any Goods are found to be counterfeit, the Seller shall be entitled at its sole discretion to either: (a) replace the Goods (or the part in question) free of charge; or (b) refund to the Buyer the price of the Goods (or a proportionate part of the price) and the Seller shall have no further liability to the Buyer whether under contract, tort or otherwise.

52. The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control including without limitation: (a) act of God, explosion, flood, tempest, fire or accident; (b) war or threat of war, sabotage insurrection, terrorist attack, civil disturbance or requisition; (c) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of a  governmental, parliamentary or local authority (or analogous body) anywhere in the world; (d) import or export regulations or embargoes; (e) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or a third party); (f) difficulties in obtaining raw materials, labour, fuel, parts, machinery or supplies or transport delays and/or the shortage of any of the foregoing; (g) any act, omission or default of a manufacturer; or (h) power failure or breakdown in machinery.

53. The parties acknowledge that they may in the course of dealing communicate electronically with each other and hereby agree to use commercially reasonable procedures to check for the then most commonly known viruses before sending information electronically. However, the parties further acknowledge that such procedures cannot constitute a guarantee that transmissions will be unaffected by hazards and therefore hereby accept such risks. Each party shall be responsible for protecting its own system and interests in relation to electronic communications. Neither party shall have any liability to the other on any basis, whether in contract, tort (including negligence) or otherwise in respect of any error, damage, loss or omission arising from or in connection with an electronic communication.

54. The Buyer indemnifies and holds the Seller harmless on demand from and against all Loss, damages, costs, liabilities, expenses, costs (including legal costs) arising out of or in connection with: (a) breach by the Buyer of any provision of these Conditions or any breach of warranty or the acts or omissions of the Buyer or its employees; and (b) the modification or amendment of the Goods without the prior consent of the Seller in Writing.


Law and jurisdiction

55. This Agreement shall be governed by and interpreted according to the law of Lithuania and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of Lithuanian courts.