SALE-PURCHASE CONTRACT
No.
2023-08-29
Vilnius
UAB "Ferox Baltic", code 302717377, represented by its director Aistis Ramanauskas, acting in accordance with the company's Articles of Association, (hereinafter referred to as the "Consultant"),
and the Purchaser, (hereinafter referred to as the "Client"),
(together, the "Parties", each individually, a "Party"), have entered into this Agreement (the "Agreement"):
1. GENERAL PROVISIONS
1.1 Object of the Contract:
1.1.1. the services specified in the Order Form.
2.1 The Consultant undertakes to:
2.1.1. to provide the Services no later than a date agreed with the Client.
2.1.2. at the Client's request, inform the Client of the services provided or the progress of the services within 24 hours of receipt of the request, excluding weekends and public holidays.
2.1.3. keep trade secrets and other restricted information of which it becomes aware in the course of providing the services. Not to disclose this information to third parties without the consent of the Customer, except in the cases provided for by the laws of the Republic of Lithuania.
2.1.4. to commence the provision of the services referred to in Clause 1.1 of the Contract no later than within 3 working days of receipt of the advance payment referred to in Clause 3.1.1.
2.2 The Customers undertake to:
2.2.1. appoint responsible persons who are competent to provide information necessary for the provision of the service which is not known and cannot be known to the Consultant without the assistance of the Client, or to provide such information themselves.
2.2.2. collect all necessary certificates, supporting documents, company financial statements, commercial proposals and provide the Consultant with all required documents, without which the quality of the service cannot be guaranteed and which the Consultant is unable to obtain by its own efforts or which would take a disproportionate amount of time and would make it more difficult or impossible to achieve the object of the Contract referred to in clause 1.1 of the Agreement.
2.2.3. to accept the Consultant's services duly rendered within 3 working days of the date of rendering and to pay for them to the Consultant in accordance with the terms and conditions set out below in this Contract. The Services shall be deemed to be accepted unless the Client objects within 3 working days of receipt of the VAT invoice.
2.2.4. to provide the Consultant with all necessary documents and information within the agreed time and deadlines (immediately from the moment of ordering the service and/or signing this Agreement).
2.2.5. inform the Consultant at least three working days in advance of any meetings and other events of an informative nature organised by the Clients which will affect the provision of the Services.
2.2.6. to pay the agreed price for the provision of the services in accordance with the invoices submitted for the provision of the services ordered, in accordance with the procedure set out in this Agreement.
3.1 The Parties agree to the following payment arrangements for the provision of the Services:
3.1.1.The Client undertakes to pay the price specified in the Order and agreed upon to the account specified by the Consultant within 3 (three) days. The Client shall be deemed to have fulfilled this obligation if he/she has paid electronically via the Consultant's online shop or has made a bank transfer which has been credited to the Consultant's bank account within 3 (three) days.
3.2 If the Client decides to refuse the Consultant's services during the provision of the services provided for in Clause 1.1 of the Contract through no fault of the Consultant, the advance payment shall not be refunded.
3.3. If the Client refuses to provide explanations, clarifications, and/or voluntarily does not cooperate with the Consultant during the provision of the ordered services, then the advance payment shall not be refunded to the Client, and the Client shall pay to the Consultant the entire remaining unpaid amounts specified in the order, the contract, the settlement procedure, if he has not already paid them all.
3.4 If the Consultant's service to the Client includes the provision of funding in accordance with the documentation prepared by the Consultant and the Client refuses to accept the funding, then the advance payment shall not be refunded to the Client and the Client shall pay to the Consultant all outstanding sums specified in the Order, the Contract and the Settlement Procedures, if the Client has not already paid them all.
3.5 The Consultant undertakes to refund all payments received from the Clients within 10 working days only if the failure to provide the service is due to the Consultant's improper acts or negligent omissions.
3.6 The Fee shall be paid in accordance with the prepaid invoices submitted. A VAT invoice shall be issued to the Clients and submitted to the Consultant upon final completion of all services. The Consultant shall be entitled to issue a VAT invoice before the completion of the service.
4.1 A Party to the Contract that is in breach of its contractual obligations shall be liable to compensate the other Party for any loss and damages resulting from such breach.
4.2 In the event that one or both of the Parties is in default in the performance of its contractual obligations within the prescribed time limit, the defaulting Party shall be liable to a default interest of 0.05% of the unpaid amounts specified in the order, the Contract or the payment procedure for each day of default.
4.3 The Parties confirm that the amount of liquidated damages referred to in the Contract is acceptable to the Parties and is determined in accordance with the principles of fairness, reasonableness and equity and is equivalent to the minimum compensatory damages which are economically reasonable. This amount of interest is fully in accordance with the will and interests of the Parties, i.e. the Parties agree and do not object to the imposition of this amount of default interest.
4.4 In the event that it is established that an employee of the Consultant has terminated his/her employment with the Consultant as a result of a competing offer made by the Client, which may be considered as a targeted recruitment of the employee, the Client undertakes to cover all losses incurred by the Consultant in connection with the loss of significant experience, confidential and commercial information, as well as a fixed amount of liquidated damages, which is equal to 4,000 Euros (four thousand Euros).
5. REPRESENTATIONS AND WARRANTIES OF THE PARTIES
5.1 The Parties hereby confirm and warrant to each other that:
5.1.1. the obligations of the Parties under this Agreement are not in conflict with the applicable laws and regulations of the Republic of Lithuania or other agreements and contracts entered into by the Parties;
5.1.2. the Agreement is duly executed and does not contravene any applicable laws and regulations applicable to the Party;
5.1.3. the Parties have duly entered into this Agreement and this Agreement constitutes the legal and valid obligations of the Parties, enforceable in accordance with the terms of this Agreement;
5.1.4. there are no other impediments or circumstances which would render the performance of the Parties' obligations under this Agreement impossible or difficult;
5.1.5. the Parties have duly acquainted themselves with the terms of the Agreement;
5.1.6. the Parties have acted in good faith in deciding to sign this Agreement and have not provided any false or misleading information which would prevent them from acting in accordance with this Agreement;
5.1.7. the Parties have not been served with any notice of legal proceedings or arbitration and there are no legal proceedings, arbitration or other legal proceedings pending against either Party or by either Party against any other person or entity which could materially adversely affect the ability of either Party to perform its obligations under this Agreement;
5.1.8. the Client, by deciding to sign this Agreement, grants the Consultant the right to refer to the Client as the Consultant's client (including displaying the Client's logo), to publicise information about the financial value of the service to be received and/or obtained and to make publicly available information about the service or the result of the service or the result of its provision.
5.2 In the event of a change in any representation or warranty, the Party undertakes to inform the other Party immediately of such change.
5.3 The Parties confirm that they have made these representations and warranties to each other for the purpose of inducing the other Party to enter into this Agreement and that the Parties have entered into this Agreement on the basis of and in full reliance on each of these representations.
6. FORCE MAJEURE (FORCE MAJEURE/EXTRAORDINARY CIRCUMSTANCES THAT CANNOT BE OVERCOME)
6.1 Neither Party shall be deemed to be in breach of its obligations under the Contract if the failure to perform those obligations is due to any force majeure event occurring after the date of signature of the Contract by both Parties.
6.2 A Party shall be excused from liability for non-performance of the Contract if it proves that the non-performance of the Contract is due to circumstances of force majeure beyond its reasonable control and foreseeable at the time of the conclusion of the Contract and that it could not have prevented the occurrence of those circumstances or their consequences. A Party which is confronted with force majeure circumstances must notify the other Party within 2 (two) working days.
6.3 The grounds for releasing a Party from liability shall arise from the moment of the occurrence of force majeure or, in the absence of timely notification, from the moment of notification of the occurrence of the force majeure and only for the duration of the force majeure. Failure to give timely notice shall render the defaulting Party liable for damages which would otherwise have been avoided.
6.4 In determining force majeure, the Parties shall be guided by the provisions of the Civil Code of the Republic of Lithuania, other laws and legal acts. The application of force majeure is also defined in the Rules on Exemption from Liability in the Event of Force Majeure, approved on 15 July 1996. Resolution No. 840 of the Government of the Republic of Lithuania.
7. PROCESSING OF PERSONAL DATA
7.1 In the performance of the Agreement, the Parties undertake to carry out the processing of personal data in a lawful manner - in accordance with the General Data Protection Regulation 2016/679 (GDPR), the Law on the Legal Protection of Personal Data of the Republic of Lithuania, and any other legal acts regulating personal data processing.
8.1 The Contract shall enter into force from the moment of signing of the Contract and shall remain in force until the full performance of the Parties' obligations. When ordering services on the Consultant's online shop, the signing of the Contract shall be deemed to be the Customer's acceptance of the terms and conditions of the Contract and confirmation of the order and payment.
8.2 The terms and conditions of the Contract may only be amended or supplemented by written agreement of the Parties. Each amendment and modification of this Contract shall be valid and shall become an integral part of the Contract when made in writing and signed by both Parties.
8.3 The Contract may be terminated by written agreement of the Parties.
9. OTHER CONDITIONS
9.1 The Contract shall be drawn up in the Lithuanian language, in electronic copies, one of which shall be given to each Party. The Contract shall be signed with a valid qualified electronic signature, or in the absence of such a signature by the Customer - with an ordinary signature, by sending a scanned version of the signed document by e-mail. When ordering services in the Consultant's online shop, the signing of the Contract shall be deemed as the Customer's acceptance of the terms and conditions of the Contract and the confirmation of the order and the payment. The Annexes to the Contract, if any, shall form an integral part of the Contract.
9.2 The Parties may not assign their rights and obligations to other persons without the consent of the other Party.
9.3 The Parties undertake to use their best endeavours to perform all the terms of this Agreement in a timely and diligent manner. Disputes between the Parties shall be settled by negotiation, failing which they shall be settled in accordance with the procedure established by the laws of the Republic of Lithuania.
9.4 The Party that has violated the Agreement or has unjustifiably made claims against the other Party in relation to the performance of the Agreement undertakes to reimburse the Party that has violated the Agreement for the costs incurred by the other Party in hiring lawyers and/or other specialists necessary to resolve the disputes between the Parties in relation to the performance of the present Agreement. The costs of recovery of a debt owed by a Party to the other Party as a consequence of the improper performance/violation of this Agreement shall be borne by the Party at fault.
If any clause of this Contract is held to be invalid in whole or in part, it shall not invalidate the remaining clauses of the Contract. In such case, the Parties agree to replace the invalid clause so that it becomes valid and, to the extent possible, has the same legal and financial effect as the replaced clause.