GENERAL TERMS AND CONDITIONS OF SALE

GENERAL TERMS AND CONDITIONS OF SALE
(valid from August 19, 2025)

1. DEFINITIONS

The terms defined below, used in any document related to the Contract, shall have the meanings assigned to them in these General Terms and Conditions of Sale, unless otherwise specified or the context requires a different meaning:

1.1. Contract – The General Terms and Conditions of Sale and the Special Terms and Conditions of Sale, together with all existing or future annexes, amendments, and supplements thereto;

1.2. General Terms and Conditions of Sale – These General Terms and Conditions of Sale of Goods of UAB "Leoprint", which form part of the Contract and establish the general conditions applicable to the agreement between the Seller and the Buyer regarding the sale and purchase of Goods;

1.3. Special Terms and Conditions of Sale – The part of the Contract establishing the special conditions applicable to the agreement between the Seller and the Buyer regarding the sale and purchase of Goods, specifying information about the Goods, the price of the Goods, the procedure and terms of payment for the Goods, the delivery terms of the Goods, and other information relevant to the Parties concerning the sale of Goods. The Special Terms of the Contract may be established in any written document (agreement on special terms of sale, Order Confirmation, etc.);

1.4. Seller – UAB "Leoprint", company code 125722381, address V. A. Graičiūno g. 32, LT-02241 Vilnius, Lithuania;

1.5. Buyer – The Party to the Contract purchasing the Goods, whose name, code, other data, and details are specified in the Special Terms and Conditions of Sale;

1.6. Party or Parties – The Seller or the Buyer individually or both collectively;

1.7. Goods – The movable items specified in the Special Terms and Conditions of Sale, which the Seller sells and the Buyer purchases under the conditions and procedure established in the Contract;

1.8. Credit Limit – The maximum allowable total amount including VAT of Goods purchased by the Buyer under the Contract and not yet paid for;

1.9. Order – An order submitted by the Buyer to the Seller for the delivery of Goods, specifying the Goods, their specification, price, delivery term and conditions, and other important conditions related to the delivery of Goods.

2. APPLICATION OF GENERAL TERMS AND CONDITIONS OF SALE

2.1. The General Terms and Conditions of Sale apply to the sale of Goods under all Contracts or agreements regarding the sale of Goods concluded between the Seller and the Buyer, as well as under Orders confirmed by the Seller, when the application of the General Terms is provided for in the Special Terms and Conditions of Sale.

2.2. The General Terms and Conditions of Sale are made available to the Buyer for review on the website www.leoprint.lt, and at the Buyer's request, may be provided via electronic means of communication, sent by fax, post, or delivered physically. The application of the General Terms and Conditions of Sale does not depend on whether the Parties have signed them. If the Parties desire, the General Terms and Conditions of Sale may be signed and attached to the Special Terms and Conditions of Sale.

2.3. Any amendments to the General Terms and Conditions of Sale, or agreements regarding the non-application of certain provisions of the General Terms and Conditions of Sale, must be made in writing and signed by authorized representatives of the Parties or explicitly confirmed in writing by the Seller.

2.4. In the event of discrepancies or contradictions between the General Terms and Conditions of Sale and the Special Terms and Conditions of Sale, the Special Terms and Conditions of Sale shall prevail.

3. SUBJECT MATTER OF THE CONTRACT

3.1. Under the Contract, the Seller undertakes to sell and transfer the ownership of the Goods to the Buyer, and the Buyer undertakes to accept the Goods and pay the price determined by the Parties under the conditions, terms, and procedure established in the Contract.

4. TERMS OF ORDERING AND DELIVERY OF GOODS

4.1. Goods are sold and transferred to the Buyer only pursuant to an Order submitted by the Buyer and confirmed by the Seller.

4.2. The Buyer submits Orders for Goods to the Seller via email or other means specified by the Seller. Upon the Seller sending a written Order Confirmation to the Buyer (part of which may be a pro-forma invoice), the Order becomes binding on the Parties.

4.3. The Seller undertakes to sell the ordered Goods and transfer them to the Buyer under the conditions and procedure established in the Contract, its annexes, and/or Orders confirmed by the Seller and/or Order Confirmations.

4.4. The Buyer undertakes to accept the ordered Goods on time under the conditions and procedure established in the Contract, its annexes, and/or Orders confirmed by the Seller and/or Order Confirmations.

4.5. The Seller may use reusable transport packaging for the delivery of Goods, as specified in the Special Terms and Conditions of Sale. Reusable transport packaging does not pass to the ownership of the Buyer and must be returned to the Seller or a person designated by the Seller in the manner and within the terms established in the Special Terms and Conditions of Sale, unless the Parties agree otherwise in the Special Terms and Conditions of Sale.

4.6. The Goods are considered transferred by the Seller and accepted by the Buyer when the Buyer's authorized representative or the representative of the Buyer's carrier signs the cargo consignment note (bill of lading) or another document recording the fact of the transfer of Goods.

4.7. Upon accepting the Goods, the Buyer's representative must enter the Buyer's name, their first name, surname, indicate the date of acceptance of the Goods, and sign in the Goods transfer documents.

4.8. The right of ownership to the Goods, as well as the risk of accidental loss of or damage to the Goods, passes to the Buyer from the moment the Seller transfers the Goods to the Buyer.

5. REQUIREMENTS FOR GOODS

5.1. The Goods must comply with the requirements of the legal acts of the Republic of Lithuania and the requirements provided for in the Contract and its annexes.

5.2. The quality of the Goods must comply with the standards approved by the Seller, technological regulations, and the requirements specified in the specifications, descriptions of the Goods, and the Special Terms and Conditions of Sale. The Seller may issue declarations of conformity (quality certificates) confirming the quality of the Goods to the Buyer.

5.3. The actual quantity of Goods is indicated in the VAT invoices issued by the Seller. Unless otherwise stated in the Order for Goods, quantity variations related to the production of Goods not exceeding 10 percent, and technically unavoidable quality deviations, are permissible. In particular, deviations specified for a specific Good in the Seller's technical documentation / descriptions and specifications of the Goods are permissible and are not considered a non-conformity of the delivered Goods. If the Buyer does not provide specific instructions, the Supplier determines the parameters of the Goods according to its technical documentation/descriptions of the Goods, and if such parameters are not established, determines them at its own discretion.

5.4. In the event that packaging is sold under the Contract, the Seller confirms that the Goods, on the day of their delivery to the Buyer, will comply with the relevant requirements of the European Parliament and Council Directive 94/62/EC of 20 December 1994 on packaging and packaging waste, with the latest amendments, and the assigned harmonized European Union standards (LST EN 13427-13432).

5.5. The Seller confirms that Goods intended to come into contact with food are manufactured in compliance with the requirements of legal acts applicable to materials and articles intended to come into contact with food, as well as the requirements of good manufacturing practice established in Commission Regulation (EC) No 2023/2006 of 22 December 2006 on good manufacturing practice for materials and articles intended to come into contact with food.

5.6. The Buyer must check the quantity, assortment, completeness, and packaging of the Goods, as well as visually check whether the Goods comply with other requirements established for them in the Contract at the moment of delivery of the Goods to the Buyer. The Buyer, having identified obvious defects in the Goods, must indicate them in writing in the Goods transport documents upon accepting the Goods, and immediately inform the Seller thereof in writing and submit a claim regarding the defects of the Goods.

5.7. The Buyer must inspect the quality of the Goods within 60 (sixty) calendar days from the day of transfer of the Goods to the Buyer, and having established that the Goods (or part thereof) have latent defects, has the right to submit written claims to the Seller regarding latent defects of the sold Goods (defects that could not have been noticed at the time of delivery of the Goods to the Buyer) within 5 (five) calendar days from the inspection of the quality of the Goods.

5.8. A claim regarding defects in Goods must specify the delivered Goods, their identification numbers, the date of delivery of the Goods, the defects of the Goods, and include photos of the Goods and the vehicle in which the Goods were delivered (when the claim is submitted regarding obvious defects of the Goods identified at the time of delivery to the Buyer), documents proving the claim, and other circumstances.

5.9. The Seller shall examine claims submitted by the Buyer within 14 (fourteen) calendar days from the moment of their receipt, unless the Parties agree otherwise in the Special Terms and Conditions of Sale. The Seller has the right to send its representative to the Buyer to verify the validity of the Buyer's claims regarding the quality of the Goods.

5.10. The Buyer has no right to make claims regarding the quality of the Goods to the Seller if the Buyer violates the terms for inspection of the quality of Goods and/or submission of claims specified above or cannot present the Goods to the Seller for the purpose of establishing the validity of the Buyer's claims.

5.11. The Seller is liable for defects in the Goods if the Buyer proves that the defects in the Goods arose before the moment of transfer of the Goods to the Buyer or due to causes that arose before the transfer of Goods, for which the Seller is responsible.

5.12. If the Buyer's claims regarding the quality of the delivered Goods are valid, the Buyer has the right to require the Seller to replace the defective Goods with Goods of suitable quality within a period established by agreement of the Parties or to reduce the next payment for Goods by the amount of the discount agreed by the Parties for the defective Goods.

6. PRICE OF GOODS AND PAYMENT PROCEDURE

6.1. The price of Goods and/or services is specified in the Special Terms and Conditions of Sale. VAT invoices issued by the Seller indicate the amount payable according to the prices of goods and/or services established by the Seller, valid at the time the Buyer submitted the order to the Seller, if the Seller confirms this order by providing an Order Confirmation to the Buyer.

6.2. The Seller may demand to change the valid prices of Goods if factors influencing the price of Goods change. The Seller must notify the Buyer of the price change in writing 14 (fourteen) calendar days prior to the expected date of the price change of the Goods, unless otherwise provided in the Special Terms and Conditions of Sale. The change in prices of Goods is formalized by a written agreement of the Parties and/or recorded in Order Confirmations and/or determined in the VAT invoice for the goods. In the event that the Parties do not agree on new prices, the previous prices of Goods apply, but in such a case, the Seller has the right not to sell Goods to the Buyer.

6.3. The Buyer undertakes to pay for the Goods in the manner and within the terms established in the Special Terms and Conditions of Sale to the bank account specified by the Seller. The submission of claims regarding Goods does not exempt the Buyer from the obligation to properly and timely settle with the Seller for Goods regarding which there are no disputes between the Parties.

6.4. The term for payment for Goods begins to be calculated from the date of issuance of the VAT invoice for the Goods. The Buyer is considered to have properly paid for the Goods when the money for the Goods is credited to the Seller's bank account.

6.5. The Seller may grant the Buyer a Credit Limit, the amount of which is specified in the Special Terms and Conditions of Sale.

6.6. The Seller has the right to issue and provide VAT invoices and credit notes for Goods to the Buyer in electronic format. The Buyer agrees that written VAT invoices and credit notes (issued on a paper form) for Goods will not be provided to the Buyer. Electronic VAT invoices and credit notes for Goods are provided to the Buyer at the email address specified in the Special Terms and Conditions of Sale or otherwise indicated to the Seller. All electronic VAT invoices and credit notes sent to the email address indicated by the Buyer are considered received at the moment of their dispatch.

7. REPRESENTATIONS, RIGHTS, AND OBLIGATIONS OF THE PARTIES

7.1. The Seller confirms that it is a legal entity duly incorporated, registered, and operating under the applicable laws of the Republic of Lithuania.

7.2. In the event that the Buyer is a legal entity, it confirms that it is a legal entity duly incorporated, registered, and operating under the applicable laws of the Republic of Lithuania or another state of its incorporation.

7.3. The representatives of the Parties confirm that they have all powers and the right to conclude and sign the Contract and assume relevant obligations on behalf of the Parties under the Contract.

7.4. The Seller confirms that at the moment of transfer of the Goods to the Buyer, the Goods will belong to it by right of ownership, the Goods will not be pledged or seized, third parties will have no rights or claims to the transferred Goods, the Goods will not be the subject of a legal dispute, the Seller's right to dispose of the Goods will not be deprived or restricted, and there will be no other restrictions on the possession, use, or disposal of the Goods.

7.5. In the case where the Seller manufactures Goods according to the Buyer's individual needs, the Buyer confirms that the trademarks and other signs provided by the Buyer for the execution of the Contract, with which the Goods will be marked, as well as the packaging design, form, model, or other requirements provided by the Buyer for the manufactured Goods, will not violate any provisions of legal acts, any rights of third parties to trademarks and service marks, designs, inventions, any copyrights, related rights, other rights or legitimate interests of persons, as well as rights to the name of a legal entity, or the name and image of a natural person. The Buyer confirms that all liability for the violation of the requirements provided for in this clause lies with the Buyer.

7.6. The Buyer undertakes to immediately provide financial statements or other documents requested by the Seller in order to assess the risk of the Buyer's solvency and performance of obligations.

7.7. The Buyer confirms that it is informed and does not object that amounts receivable by the Seller under the Contract are or may be insured with a credit insurance company.

7.8. The Buyer has no right to exceed the Credit Limit granted to it, and upon exceeding it, or if there is a probability of exceeding it upon delivery of Goods, the Seller has the right not to deliver Goods under Orders submitted by the Buyer and confirmed by the Seller until the amount of the Buyer's debt for Goods does not exceed the amount of the granted Credit Limit.

7.9. The Seller has the right to unilaterally reduce the granted Credit Limit or cancel it, and change the terms of payment for Goods, if the credit insurance company where the Buyer's credit limit is insured revokes or reduces the credit limit granted to the Buyer, or if the Buyer is late in paying for sold Goods for more than 30 (thirty) days.

7.10. If the Buyer fails to fulfill its monetary obligations under the Contract on time, the Seller shall have the right to submit data on the incurred debt to companies administering the debtors' information system for the purpose of processing, and in such a case, the relevant companies shall have the right to process such data and provide it to third parties having a legitimate interest.

7.11. The Buyer has no right to assign its rights or obligations under the Contract to third parties without the prior written consent of the Seller.

8. LIABILITY OF THE PARTIES

8.1. A Party that has violated the Contract must compensate the other Party for the direct losses incurred due to the non-performance or improper performance of the Contract. Indirect losses are not compensated under the Contract.

8.2. The Seller, upon the Buyer's demand, undertakes to pay the Buyer interest for late payment (penalties) in the amount of 0.05%, calculated on the price of the Goods not delivered on time for each day of delay in delivery of the Goods.

8.3. The Buyer, unless otherwise specified in the confirmed Order for Goods or another document issued by the Seller, upon the Seller's demand, undertakes to pay the Seller penalties – interest calculated on the amount of sold Goods not paid on time for each day of delay in payment for the Goods, the amount of which is determined in accordance with the Law on the Prevention of Late Payment in Commercial Transactions of the Republic of Lithuania.

8.4. Other amounts of penalties for non-performance or improper performance of obligations provided for in the Contract are specified in the Special Terms and Conditions of Sale.

8.5. Payment of penalties under the Contract does not exempt a Party from the duty to fulfill the relevant obligation and shall not limit the Parties' right to use other remedies provided for in the Contract or legal acts.

8.6. A Party is exempted from liability for non-performance of the Contract if it proves that the Contract was not performed due to circumstances which it could not control and reasonably foresee at the time of the conclusion of the Contract, and that it could not prevent the occurrence of these circumstances or their consequences. Force majeure is understood as defined by the legal acts of the Republic of Lithuania. The lack of goods in the market necessary for the performance of the obligation, the lack of necessary financial resources of the Contract party, or the violation of obligations by the debtor's counterparties are not considered force majeure.

9. PERSONAL DATA PROCESSING

9.1. The Parties, in executing the Contract and processing personal data received from each other, including but not limited to names, surnames, contact details (work phone no., work email address, workplace address), positions held, etc., of employees, authorized persons, members of the management body, and other representatives, undertake to comply with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), the Law on Legal Protection of Personal Data of the Republic of Lithuania, and other legal acts regulating personal data processing.

9.2. The Parties undertake to inform each other in writing about any personal data security breach related to personal data transferred by the other Party, indicating the nature and extent of the breach, the measures taken or recommended to be taken to mitigate the negative consequences of the breach.

9.3. The Parties confirm that the processing of personal data under the Contract is based on Article 6(1)(b), (f), and (c) of the General Data Protection Regulation.

9.4. When the Parties transfer personal data of employees and/or other natural persons engaged for the execution of the Contract to each other, the Parties must:

9.4.1. properly inform all natural persons whom the Parties engage for the execution of the Contract that their personal data may be transferred to the other Party to this Contract and may be processed for the purposes of the execution of the Contract;

9.4.2. not transfer personal data of any persons who have not been informed about such processing of their personal data;

9.4.3. properly respond to notifications from the other Party regarding the rectification, erasure, and/or restriction of processing of personal data of that Party's employees and other representatives transferred to the other Party for the purposes of the execution of the Contract;

9.4.4. inform the other Party about the need to rectify, correct, erase personal data of its employees and/or other representatives or restrict the processing of such data.

9.5. Personal data provided by one Party to the other Party must be stored for the entire validity period of the Contract and the minimum storage period for the Contract and documents related to the execution of the Contract, as provided for in the legal acts of the Republic of Lithuania and/or the Party's local legal acts.

10. APPLICABLE LAW AND DISPUTE RESOLUTION PROCEDURE

10.1. The law of the Republic of Lithuania applies to the execution and interpretation of the General Terms and Conditions of Sale, the Contract, as well as any obligations of the Parties related to the sale and purchase of Goods. The UN Convention on Contracts for the International Sale of Goods does not apply to this Contract.

10.2. The Parties shall resolve all disputes, disagreements, or claims arising from these General Terms and Conditions of Sale, the Contract, or related to the Parties' contractual obligations in purchasing/selling Goods amicably, by way of negotiation, guided by the principles of fairness, reasonableness, and justice. If said disputes, disagreements, or claims related to the General Terms and Conditions of Sale, the Contract, and/or the Parties' contractual obligations fail to be resolved by negotiation, such disputes shall be finally settled in the competent court in Vilnius, Lithuania.

11. VALIDITY AND TERMINATION OF THE CONTRACT

11.1. The Contract enters into force from its conclusion or the day specified in the Special Terms and Conditions of Sale and is valid until the day specified in the Special Terms and Conditions of Sale. If no validity term is specified in the Special Terms and Conditions of Sale, the Contract is valid until the complete and proper fulfillment of the Parties' obligations under the Contract.

11.2. Either Party has the right to unilaterally terminate the Contract without applying to court and without specifying the reasons for the termination of the Contract, by notifying the other Party in writing 30 (thirty) calendar days prior to the expected date of termination of the Contract.

11.3. Either Party has the right to unilaterally terminate the Contract without applying to court by notifying the other Party in writing 7 (seven) calendar days in advance, if the other Party commits a material breach of the Contract.

12. OTHER CONDITIONS

12.1. The Contract with all its annexes and supplements, as well as any information received by one of the Parties to the Contract while fulfilling the parties' obligations related to the sale and purchase of Goods and which is related to the other Party or the activities carried out by the other Party, except for information that is publicly known or became publicly known without violating non-disclosure obligations, shall be considered confidential information.

12.2. The Parties undertake to use confidential information only to the extent necessary for the execution of the Contract. The Parties undertake not to use confidential information for any purposes other than those provided for in the Contract and not to disclose it to third parties not mentioned in clause 12.3 of the General Terms and Conditions of Sale without the prior written consent of the other Party.

12.3. The Parties have the right to disclose confidential information to the Parties' management bodies, employees, other persons for whom confidential information is necessary to execute the Contract, lawyers, financial consultants, audit companies, companies providing credit, civil liability, and other insurance services, as well as companies providing creditworthiness and solvency assessment services.

12.4. Either Party has the right to disclose confidential information when imperatively required by the legal acts of the Republic of Lithuania.

12.5. The Parties undertake to immediately notify each other about any changes in their legal or contact details specified in the Special Terms and Conditions of Sale (name, registered office address, email, telephone, etc.).