1. DEFINITIONS

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Unless otherwise expressly stated or required by the context, the following terms used in any document related to this Agreement shall have the meanings set out below:

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1.1. Agreement – these General Terms and Conditions of Sale together with the Specific Terms of Sale and any current or future annexes, amendments, or supplements thereto.

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1.2. General Terms and Conditions of Sale – these terms of UAB Leoprint forming part of the Agreement, which establish the general provisions applicable to the sale and purchase of Goods between the Seller and the Buyer.

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1.3. Specific Terms of Sale – part of the Agreement establishing particular provisions applicable to the sale and purchase of Goods between the Seller and the Buyer, indicating information on the Goods, price, payment terms and deadlines, delivery conditions, and any other information relevant to the Parties. The Specific Terms of Sale may be agreed in any form of written document (e.g. agreement on specific terms, order confirmation, etc.).

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1.4. Seller – UAB Leoprint, company code 125722381, registered office at V. A. Graiciuno g. 32, LT-02244 Vilnius, Lithuania.

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1.5. Buyer – the Party purchasing the Goods, whose name, code, and other details are specified in the Specific Terms of Sale.

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1.6. Party or Parties – each of the Seller and the Buyer individually, or both together.

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1.7. Goods – movable items specified in the Specific Terms of Sale, which the Seller undertakes to sell and deliver, and the Buyer undertakes to purchase under the terms and conditions of the Agreement.

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1.8. Credit Limit – the maximum total amount (including VAT) of Goods purchased but unpaid for by the Buyer under the Agreement.

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1.9. Order – the Buyer’s request submitted to the Seller for the delivery of Goods, specifying the Goods, their specifications, price, delivery terms and conditions, and other essential requirements.

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2. APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE

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2.1. These General Terms and Conditions of Sale apply to all Agreements or arrangements between the Seller and the Buyer for the sale of Goods, as well as to Orders confirmed by the Seller, where the application of the General Terms is provided for in the Specific Terms of Sale.

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2.2. The General Terms and Conditions of Sale are made available to the Buyer on the website leoprint.lt. Upon the Buyer’s request, they may also be provided by electronic means, fax, post, or physically delivered. Their applicability is not conditional upon the Parties’ signatures. If so desired by the Parties, the General Terms and Conditions may be signed and attached to the Specific Terms of Sale.

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2.3. Any amendments, derogations, or waivers of specific provisions of these General Terms shall be valid only if made in writing and signed by duly authorized representatives of the Parties or expressly confirmed in writing by the Seller.

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2.4. In the event of any inconsistencies or conflicts between the General Terms and the Specific Terms of Sale, the Specific Terms of Sale shall prevail.

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3. SUBJECT MATTER OF THE AGREEMENT

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3.1. Under this Agreement, the Seller undertakes to sell and transfer ownership of the Goods to the Buyer, and the Buyer undertakes to accept the Goods and pay the agreed price under the terms, deadlines, and procedures set forth in the Agreement.

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4. ORDERS AND DELIVERY

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4.1. Goods shall only be sold and delivered based on an Order submitted by the Buyer and confirmed by the Seller.

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4.2. The Buyer shall submit Orders to the Seller by e-mail or other means indicated by the Seller. Once the Seller issues a written Order confirmation (which may include a pro forma invoice), the Order becomes binding upon both Parties.

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4.3. The Seller undertakes to sell and deliver the ordered Goods under the terms and procedures set forth in the Agreement, its annexes, and/or confirmed Orders.

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4.4. The Buyer undertakes to duly accept the ordered Goods under the terms and procedures set forth in the Agreement, its annexes, and/or confirmed Orders.

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4.5. The Seller may use returnable transport packaging, as indicated in the Specific Terms of Sale. Such packaging shall remain the property of the Seller and must be returned to the Seller or its designated person within the deadlines and procedures set forth in the Specific Terms of Sale, unless otherwise agreed by the Parties.

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4.6. Goods shall be deemed delivered by the Seller and accepted by the Buyer when the Buyer’s authorized representative, or the Buyer’s carrier, signs the consignment note or any other delivery document recording the transfer of Goods.

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4.7. Upon receipt of Goods, the Buyer’s representative shall state the Buyer’s name, their own full name, date of receipt, and provide a signature in the delivery documents.

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4.8. Title to and risk of accidental loss of or damage to the Goods shall pass to the Buyer at the moment the Seller delivers the Goods to the Buyer.

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5. REQUIREMENTS FOR GOODS

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5.1. Goods shall comply with the requirements of the laws of the Republic of Lithuania, as well as with the requirements set forth in the Agreement and its annexes.

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5.2. The quality of Goods shall comply with the Seller’s approved standards, technological regulations, specifications, descriptions, and the Specific Terms of Sale. The Seller may issue the Buyer declarations of conformity (quality certificates) confirming the quality of Goods.

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5.3. The actual quantity of Goods shall be indicated in the VAT invoices issued by the Seller. Unless otherwise stated in the Order, production-related deviations in quantity not exceeding 10% and technically unavoidable quality deviations shall be permissible. In particular, deviations specified in the Seller’s technical documentation / Goods specifications shall be permissible and shall not be deemed non-conformity. If the Buyer does not provide specific instructions, the Supplier shall determine the Goods’ parameters according to its own documentation, or, in the absence thereof, at its discretion.

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5.4. Where packaging is sold under the Agreement, the Seller confirms that on the date of delivery the Goods comply with Directive 94/62/EC of the European Parliament and Council of 20 December 1994 on packaging and packaging waste (as amended) and with the harmonized EU standards (LST EN 13427–13432).

5.5. The Seller confirms that Goods intended to come into contact with food are manufactured in compliance with applicable legislation and good manufacturing practice requirements set forth in Commission Regulation (EC) No 2023/2006.

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5.6. The Buyer must check the quantity, assortment, completeness, packaging, and visually inspect the conformity of the Goods at the time of delivery. Any apparent defects must be noted in the delivery documents and immediately notified in writing to the Seller with a related claim.

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5.7. The Buyer shall inspect the quality of Goods within 60 calendar days of delivery and may submit claims regarding hidden defects within 5 calendar days from completion of such inspection.

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5.8. A claim must specify the Goods delivered, identification numbers, delivery date, defects, and include supporting evidence such as photos (in the case of apparent defects) and relevant documents.

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5.9. The Seller shall review claims within 14 calendar days of receipt, unless otherwise agreed in the Specific Terms of Sale, and may send a representative to verify the claim.

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5.10. The Buyer shall not be entitled to make claims if the inspection and/or claim deadlines are missed, or if the Goods cannot be presented for verification.

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5.11. The Seller shall be liable for defects if the Buyer proves they existed prior to delivery or arose due to reasons for which the Seller is responsible.

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5.12. If a claim is substantiated, the Buyer may require replacement of defective Goods or an agreed discount to be applied against future payments.

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6. PRICE AND PAYMENT

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6.1. The price of Goods and/or services is specified in the Specific Terms of Sale. Invoices shall reflect the Seller’s applicable prices at the time the Order is placed and confirmed.

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6.2. The Seller may change prices if affected by relevant factors, by giving the Buyer at least 14 calendar days’ prior written notice (unless otherwise agreed). If the Parties cannot agree on new prices, previous prices remain valid, but the Seller may refuse to sell Goods.

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6.3. The Buyer undertakes to pay for the Goods within the deadlines and by the means specified in the Specific Terms of Sale. Submission of claims does not release the Buyer from timely payment for undisputed Goods.

6.4. The payment term runs from the date of the invoice. Payment is deemed made when funds are credited to the Seller’s bank account.

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6.5. The Seller may grant the Buyer a Credit Limit, specified in the Specific Terms of Sale.

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6.6. The Seller may issue invoices and credit notes electronically. Electronic documents sent to the Buyer’s designated e-mail address shall be deemed received at the time of dispatch.

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7. REPRESENTATIONS, RIGHTS, AND OBLIGATIONS

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7.1. The Seller represents that it is duly incorporated and operating under Lithuanian law.

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7.2. If the Buyer is a legal entity, it represents that it is duly incorporated and validly existing under the laws of its country of incorporation.

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7.3. The Parties’ representatives confirm that they are duly authorized to sign this Agreement.

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7.4. The Seller confirms that at the time of delivery the Goods shall be free from liens, encumbrances, third-party claims, or disputes.

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7.5. Where Goods are manufactured to the Buyer’s specifications, the Buyer represents that any trademarks, designs, or requirements provided do not infringe third-party rights. The Buyer assumes full liability for any infringement.

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7.6. The Buyer shall provide financial or other documents requested by the Seller to assess creditworthiness.

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7.7. The Buyer acknowledges that the Seller’s receivables may be insured with a credit insurance company.

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7.8. The Buyer shall not exceed the Credit Limit. If exceeded, the Seller may withhold further deliveries until the Buyer’s debt falls within the Credit Limit.

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7.9. The Seller may reduce or revoke the Credit Limit, or change payment terms, if the credit insurer cancels/reduces cover or if the Buyer delays payment for more than 30 days.

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7.10. In the event of overdue payments, the Seller may report the Buyer’s debt to credit information systems.

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7.11. The Buyer may not assign rights or obligations under the Agreement without prior written consent of the Seller.

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8. LIABILITY

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8.1. A Party breaching the Agreement shall compensate the other Party’s direct losses. Indirect losses shall not be compensated.

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8.2. If Goods are delivered late, the Seller shall pay 0.05% of the delayed Goods’ value per day of delay, upon Buyer’s request.

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8.3. If the Buyer delays payment, late payment interest shall accrue as provided under Lithuanian law on prevention of late payments in commercial contracts.

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8.4. Other penalties may be specified in the Specific Terms of Sale.

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8.5. Payment of penalties does not release a Party from performance of obligations.

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8.6. A Party shall not be liable for non-performance caused by Force Majeure as defined under Lithuanian law. Force Majeure shall not include market shortages, lack of funds, or default by subcontractors.

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9. PERSONAL DATA PROCESSING

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9.1. In performing the Agreement, the Parties shall process personal data (such as names, contact details, positions of employees and representatives) in compliance with the General Data Protection Regulation (EU) 2016/679 (GDPR), Lithuanian data protection law, and other applicable legislation.

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9.2. The Parties shall notify each other in writing of any personal data breaches, indicating the nature, scope, and remedial measures.

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9.3. The processing is based on GDPR Article 6(1)(b), (c), and (f).

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9.4. Where personal data of employees or other individuals are exchanged for performance of this Agreement, the Parties shall:

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9.4.1. properly inform such individuals of data sharing;

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9.4.2. not transfer data of individuals not informed;

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9.4.3. duly respond to requests for rectification, erasure, or restriction;

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9.4.4. notify the other Party of any necessary corrections or updates.

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9.5. Personal data shall be retained for the duration of the Agreement and the minimum statutory retention periods.

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10. GOVERNING LAW AND DISPUTE RESOLUTION

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10.1. This Agreement, including all obligations arising from the sale of Goods, shall be governed by the laws of the Republic of Lithuania. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

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10.2. Disputes shall first be resolved amicably through negotiations, based on principles of fairness and good faith. Failing settlement, disputes shall be finally resolved by the competent courts in Vilnius, Lithuania.

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11. TERM AND TERMINATION

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11.1. This Agreement shall be valid from the date of execution or from the date specified in the Specific Terms of Sale, until the date specified therein. If no term is specified, it shall remain in force until full performance of obligations.

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11.2. Either Party may terminate the Agreement unilaterally, without cause, by giving the other Party at least 30 calendar days’ prior written notice.

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11.3. Either Party may terminate the Agreement with 7 calendar days’ written notice if the other Party commits a material breach.

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12. CONFIDENTIALITY

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12.1. The Agreement and any related information exchanged between the Parties shall be deemed confidential, except where publicly available without breach of obligations.

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12.2. Confidential information shall only be used as necessary for performance of the Agreement and shall not be disclosed to third parties without prior written consent, except as provided herein.

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12.3. Confidential information may be disclosed to management, employees, legal and financial advisers, auditors, insurers, and credit rating agencies.

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12.4. Confidential information may be disclosed where required by Lithuanian law.

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12.5. The Parties shall promptly notify each other of any changes to their legal or contact details specified in the Specific Terms of Sale.

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