The Terms and Conditions of Purchase and Sale shall apply to the purchase and sale relations between the buyer and the seller in cases where no written purchase and sale contract has been signed by and between the parties.

The Terms and Conditions of Purchase and Sale are approved by the Order No PPS-240301/1of 01 March 2024 of the director of Linoksa UAB.

1. DEFINITIONS

1. Seller shall mean LINOKSA UAB (private limited liability company), legal entity Reg. No 135475488, VAT number LT354754811, with registered office address at 85 Žirgo Street, Vilnius, and business address at 16 Jankiškių Street, LT-02300 Vilnius, registered in the Register of Legal Entities.

2. Buyer shall mean a person with whom the Seller enters into an Agreement.

3. Party shall mean either the Buyer or the Seller.

4. Parties shall mean collectively the Buyer and the Seller.

5. Agreement shall mean a purchase and sale agreement entered into by and between the Buyer and the Seller, comprising the mutual arrangement reached by the Buyer and the Seller, consisting of this Agreement, the terms and conditions of purchase and sale individually discussed by the Buyer and the Seller and set out in writing (if concluded), their annexes, other documents required to formalize the purchase and sale process, including but not limited to purchase orders and commercial offers.

6. Goods shall mean metals (stainless steel, aluminum, other) and/or metal products, as well as services related to the production of metal products.

7. Credit limit shall mean the maximum allowable amount of the Buyer’s Debt to the Seller for the Goods, the existence of which shall allow the Buyer to receive the Goods ordered from the Seller.

2. SUBJECT-MATTER OF THE AGREEMENT

8. Under the terms and conditions as well as procedure set forth herein, the Seller shall transfer the Goods to the Buyer and the Buyer shall accept the Goods, use them according to their intended purpose, pay for them as well as properly fulfil other obligations assumed under this Agreement.

9. The Seller hereby declares that the quality of the Goods meets the standards and technical requirements set for relevant Goods by the legislation of the Republic of Lithuania.

10. The title to the Goods shall pass to the Buyer from the moment of their actual transfer to the Buyer.

3. PRICE, QUANTITY AND ASSORTMENT OF GOODS

11. The price, quantity and assortment of Goods shall be established under a separate agreement between the Seller and the Buyer to be reached in a way acceptable to the Parties, including but not limited to a purchase order, a commercial offer, and e-mails.

12. The descriptions, quantities and prices of certain Goods shall be provided in the VAT invoices issued by the Seller for each transaction.

4. PAYMENT PROCEDURE

13. The Buyer hereby ensures that the funds for the purchased Goods shall be credited to the Seller’s current account held at a commercial bank no later than the payment due date specified in the VAT invoice submitted by the Seller.

14. The Buyer shall pay to the Seller for the Goods on the grounds of the VAT invoices issued by the Seller.

15. If the Buyer fails to pay for the Goods in due time, the Seller shall be entitled to impose a late payment interest at the rate of 0.02 % of the amount due for each day of delay until full settlement with the Seller. Additional costs related to the recovery of the resulting debts shall be covered by the Buyer. The Seller may use third parties to recover the Buyer’s debt and the latter costs shall also be covered by the Buyer.

5. CREDIT LIMIT

16. The Seller shall have the right to set a Credit Limit for the Buyer. In the event the Credit limit is exceeded,

the Seller shall have the right to demand payment for the Goods in accordance with the procedure set forth herein and withhold the supply of the Goods until the amount exceeding the Credit limit is paid.

17. In the event the Buyer fails to fulfil or improperly fulfils its obligations under this Agreement or the Seller receives information that the Buyer fails to fulfil or improperly fulfils its liabilities to the State Tax Inspectorate, the state budget, employees or other creditors, in addition, if the circumstances that may affect the Buyer’s solvency (including but not limited to bankruptcy proceedings have been initiated against the Buyer or extrajudicial bankruptcy proceedings are carried out, the Buyer goes into liquidation, etc.) occur, the Seller shall have the right to unilaterally change or cancel the Credit limit or its amount.

18. The Seller reserves the right to refuse to accept new purchase orders and suspend delivery of the Goods

if such Goods would result in the Buyer exceeding its Credit limit or if the credit limit has already been exceeded. Such suspension shall last until the Buyer’s debt to the Seller is reduced accordingly.

6. ACCEPTANCE AND TRANSFER OF GOODS

19. The Goods selected and ordered by the Buyer shall be transferred to the Buyer and the Buyer in turn shall confirm the receipt of the appropriate Goods by signing the accompanying documents and from that moment the Goods shall become the property of the Buyer. The VAT invoice signed by both Parties shall equal the certificate of acceptance and transfer of Goods, if no other document is drawn up.

20. The Buyer must carefully check the quantity, assortment, nomenclature and quality of the Goods during acceptance of the Goods. Any obvious defects must be reported by the Buyer immediately upon acceptance of the Goods. A five-calendar day (5) quality check period following the transfer of the Goods shall be established. Claims regarding hidden defects of the Goods may be filed by the Buyer in writing no later than within 5 (five) calendar days from receipt of the Goods. The report regarding the defects or deficiencies of the Goods must be signed by the representative of the Buyer and the Seller. If the Seller does not receive any claims regarding the quality of the Goods within 5 (five) calendar days from the transfer of the Goods, it shall be considered that the Goods are of good quality and free of any faults or defects.

21. The risk of accidental loss or damage of the Goods shall pass to the Buyer from the moment the Goods are handed over to the Buyer. The moment of handing over of the Goods to the Buyer shall mean the moment when the Goods are handed over to the Buyer for transport (by the Buyer’s transport, to a person authorized by the Buyer, including but not limited to the carrier used by the Buyer). The Seller shall not be responsible for any damage caused during the loading and/or unloading of the Goods.

22. In cases where the Goods for the Buyer are produced using a matrix (custom-made mould) neither the title to the matrix nor the matrix itself as a physical object shall be transferred to the Buyer. For the use of the custom-made mould of certain dimensions, shape and other parameters specified by the Buyer in the production of Goods shall be charged according to the rates separately agreed by the Parties.

23. The Seller shall not be responsible for the deterioration of the quality of the Goods if the Buyer or the persons to whom the Buyer has transferred the Goods has used them for purposes other than their intended use, as well as if any visible defects in the packaging of the Goods or other external defects have not been discussed in writing during the handover of the Goods, or the deterioration in the quality of the Goods is due to the actions of the Buyer or other persons to whom the Buyer has sold the Goods.

24. The Buyer shall collect the Goods immediately after being notified of their availability in the Seller’s warehouse. In the event the Buyer fails to collect the Goods within 14 (fourteen) calendar days from the agreed date, the Seller shall have the right to issue a VAT invoice to the Buyer and demand payment for the Goods as if the Buyer had collected them. If the Buyer is late to collect the Goods from the Seller, the Seller shall have the right to issue a VAT invoice for the storage of the Goods.

7. ORDER MODIFICATION AND CANCELLATION

25. In the event the Buyer wants to make changes to the order placed to the Seller, the Buyer shall contact the Seller immediately and find out whether such changes are objectively possible. If the Seller has the opportunity and agrees to make the changes, the Seller shall notify the Buyer of such an opportunity and of an additional fee (including but not limited to transportation costs), if the Seller considers such a fee being necessary.

26. In the event the Buyer cancels the Order which have been confirmed verbally or in writing, the Buyer shall pay the Seller the full price of the Goods specified in the order, unless the Parties have agreed otherwise in a separate agreement.

27. The Buyer’s appeal to the Seller regarding the change of the Order or confirmation of the cancellation

thereof must be made in writing and submitted to the correspondence address specified in the Seller’s details or by e-mail.

8. RESPONSIBILITY

28. The Parties hereby take responsibility for a proper and timely performance of the obligations set forth herein following the procedure established by the laws of the Republic of Lithuania.

9. FORCE MAJEURE

29. The Party shall not be held responsible for non-performance of its obligations under this Agreement if it proves that such non-performance is due to the circumstances beyond its control and the occurrence of such circumstances could not be reasonably foreseen at the time of conclusion of this Agreement and that it could not prevent the occurrence of these circumstances and their consequences (force majeure). Absence of the goods on the market necessary for the fulfilment of the obligation, Party’s failure to have necessary financial resources, or the violations of the obligations of the Party’s contractors shall not be considered a force majeure.

30. If either Party cannot perform this Agreement due to the resulting situation, it shall notify the other Party immediately, but no later than within 15 (fifteen) calendar days from the occurrence of such circumstances. If the Party affected by the force majeure does not properly notify the other Party, it must compensate the other Party for all losses caused by its failure to notify.

10. CONFIDENTIALITY

31. The information provided by the Parties to each other during the conclusion and execution of the Agreement shall be considered confidential and shall not be disclosed to any third parties during the validity period of this Agreement and for 2 (two) years after its termination. This information can be disclosed only in cases where it is mandatory according to the applicable legislation and only to the minimum extent provided by such legislation. In the event the Buyer fails to settle with the Seller (in accordance with the procedure set forth in this Agreement) for more than 14 (fourteen) calendar days from the payment due date specified in the sales documents, i.e. VAT invoices, the confidentiality obligation shall no longer apply to the Seller.

11. FINAL PROVISIONS

32. The Parties must, without delay and not later than within 14 (fourteen) business days, inform each other about the change of their addresses and/or other details.

33. The changes in and/or supplements to these terms and conditions of purchase and sale shall be made in writing at the initiative of the Seller by approving a new version of the terms and conditions of purchase and sale.

34. The Seller shall have the right to unilaterally terminate the Agreement and demand the Buyer to return all its monetary obligations ahead of time, if during the validity period of the Agreement circumstances suggesting the existence of a threat to the stability of the Buyer’s economic and financial status, its ability to fulfil all or part of its obligations in a timely manner and/or fulfil other monetary obligations set forth in the Agreement occur.

35. The Parties hereby agree and the Buyer does not object to the Seller’s right to transfer all or part of its cause of action under the Agreement to another person without the separate consent of the Buyer.

36. The Agreement shall be governed by the law of the Republic of Lithuania. Any disputes arising between the Parties in respect of the present Agreement shall be settled through negotiation between the Parties. If the Parties fail to resolve the disputes in a mutually acceptable manner, the disputes shall be resolved in accordance with the procedure established by the laws of the Republic of Lithuania in the courts of Vilnius city according to the location of the registered office address of the Seller.

37. By signing this Agreement, the Parties confirm that they have got acquainted with and understand its provisions, the Agreement expresses the true will and intent of the Parties.

38. The Agreement is concluded by following the principles of honesty, justice, reasonableness, and equality of the Parties. The Parties enter into this Agreement of their own free will and without coercion. The Parties are aware of all the circumstances relevant to the content of the Agreement and conclusion thereof.

 

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