General Terms and Conditions of Sale and Delivery of UAB Debesyse Baltic, with its registered office in Vilnius, Lithuania and its place of business at Girulių street 10, LT12112 Vilnius, Lithuania Chamber of Commerce registration number 306619813.

Section 1. Definitions

UAB Debesyse Baltic ‘Debesyse Baltic’:

• Purchaser: Any natural person or legal entity to which Debesyse Baltic sells and supplies goods or Services, including its
  representative(s), authorised agent(s), legal successor(s) and heirs;
• Products: All items and the results of all Services (to be) supplied and/or delivered by Debesyse Baltic under the Agreement;
• Services: All work of any nature howsoever described performed by Debesyse Baltic for (the benefit of) the Purchaser, whether or not in connection with the supply of Products;
• Agreement: Any Agreement reached with the Purchaser, including any modifications or additions thereto or more detailed agreements, as well as all legal and other acts pursuant to the preparation and/or the performance of said Agreement.

Section 2. Applicability

2.1  These standard terms and conditions apply to all calls for tender, orders and/or Agreements concerning the sale and supply of Products and/or the performance and execution of services by Debesyse Baltic.

2.2  Any exceptions or additions to these General Terms and Conditions of Sale and Delivery first require the express written permission of Debesyse Baltic. If any amendments and/or additions are agreed upon, they shall only apply to the relevant Agreement.

2.3  The applicability of any purchasing terms or other conditions of the Purchaser is expressly rejected by Debesyse Baltic, unless expressly agreed elsewhere in writing. Any General Purchasing Terms and Conditions deemed applicable by the Purchaser shall not affect the applicability of the present conditions.

2.4  Any Purchaser who has ever concluded a contract under the present conditions hereby agrees to the applicability of these conditions to subsequent Agreements with Debesyse Baltic.

2.5  Any provisions contained in these Sales and Delivery Conditions that are invalid or are declared null and void shall not affect the applicability of the remaining provisions. In such cases, the parties shall enter into mutual consultations in order to create new provisions to replace the invalid and/or nullified provisions, that will take into account the purposes and meaning of the original provisions as much as possible.

2.6  In the event of discrepancies between the Dutch version of these General Terms and Conditions and the translations thereof, the Dutch text will take precedence.

2.7 In these conditions, the term ‘written’ shall include communications by fax, post, e- mail and other electronic media.

Section 3. Agreement

3.1  Debesyse Baltic reserves the right to withdraw any of its offers within two (2) working days of the offer having been accepted. Acceptance of an offer made by Debesyse Baltic can only take place by means of a written statement from an authorised person.

3.2  Furthermore, an Agreement can only be concluded if an order/assignment has been accepted in writing by Debesyse Baltic, or once Debesyse Baltic has started work on the Purchaser’s order/assignment, whichever is earlier.

3.3  Images, drawings, descriptions, size and weight specifications, prices or other indications provided by Debesyse Baltic in catalogues, circulars, digital databases, prospectuses, price lists, offers, instruction booklets, online, etc. do not confer any obligation onto Debesyse Baltic.

Section 4. Prices, Invoicing and Payment

4.1  All prices are expressed in Euros (unless stated otherwise) and are exclusive of sales tax. Unless agreed otherwise, all specified or agreed delivery prices are EXW (ex works) from Vilnius (the Debesyse Baltic storehouse) and do not include postage and packaging costs, loading/unloading fees or sales tax.

4.2  If the costs of materials, wages, cargo, insurance premiums, taxes, import duties, currency exchange rates or other such factors that partially determine the purchase price increase after the sale has been concluded, Debesyse Baltic shall be entitled to raise the purchase price accordingly. Debesyse Baltic shall never be obliged to accept subsequent follow-on orders at the prices agreed on in previous Agreements.

4.3  The Purchaser is obliged to pay the amount charged within 30 days of the invoice date, without any deductions, discounts or compensatory changes, unless stated otherwise on the order confirmation.

4.4  Purchasers must submit any complaints concerning the invoice amount to Debesyse Baltic in writing within 7 days, after which time the Purchaser is deemed to be in agreement with the invoice amount.

4.5  In the event of late payments, Debesyse Baltic shall be authorised to suspend the delivery of other products it has sold to the Purchaser, until such time as the Purchaser has made all payments in full, including the payment of any contractual interest owed.

4.6 If payment has not been made within 30 days following the invoice date (unless otherwise specified in the order confirmation), the Purchaser shall be considered to be in default automatically, without the need for a separate notice of default. From this point, the Purchaser shall owe interest on the overdue amount at the rate specified in Article 6.210 of the Lithuanian Civil Code. Additionally, the Purchaser shall be liable for any extrajudicial collection costs, which shall not be less than EUR 500 (excluding VAT), and, in the case of legal proceedings, any court costs incurred.

4.7  If the Purchaser applies for a moratorium or files for bankruptcy, or if a petition for its bankruptcy is filed or if some or all of its assets are seized, all outstanding invoices shall be immediately payable.

Section 5. Security

5.1 Debesyse Baltic shall be entitled at all times to demand advance payment or sufficient security for fulfilment of payment obligations (or supplements to the securities offered) from the Purchaser, and not to proceed with delivery/deliveries until the advance payment has been received or the security has been provided/supplemented. The Purchaser shall be held liable for any damages suffered by Debesyse Baltico as a result of this delay.

5.2  If the Purchaser has not fulfilled the request by Debesyse Baltic for advance payment or provision of securities within 14 days, Debesyse Baltic shall be authorised to dissolve the agreement with immediate effect without being obliged to pay any compensation whatsoever.

5.3  Immediately upon request, the Purchaser must supply Debesyse Baltic with sufficient security for the consequences of the potential failure to pay customs fees or failure to supply documents serving as proof to demonstrate an intra- Community delivery, such as the payment of import duties and VAT, fines and interest.

Section 6. Delivery and delivery terms

6.1  Any supply or delivery terms agreed on shall be considered target terms unless expressly agreed elsewhere, and shall commence once Debesyse Baltic has all the details in order to carry out proper delivery.

6.2  If Debesyse Baltic takes care of transport at the Purchaser’s request, it does so only on behalf of the Purchaser at its own risk and expense. Debesyse Baltic rejects any liability for
any of its activities carried out in connection with order-related transport. If the Purchaser has not issued any specific instructions concerning the choice of transport provider, Debesyse Baltic is completely free to choose one at its own discretion.

6.3  The Purchaser must arrange for transport insurance itself – this is never included in the transport fee.

6.4  The transporter’s acceptance of the items without signing the bill of lading or issuing a receipt shall serve as evidence that the packaging was in good condition.

6.5  If Debesyse Baltic performs any customs formalities or similar actions on behalf of the Purchaser in connection with the performance of the purchase Agreement, such actions shall always occur at the Purchaser’s own risk and expense.

6.6  The Purchaser shall assure Debesyse Baltic that it has the necessary permits for the import or transit of products that it purchases. The Purchaser also indemnifies Debesyse Baltic in this respect for all claims, taxes or fines imposed by third parties, including any national or international governments or European organisations.

6.7  Failure to meet any delivery term shall not entitle the Purchaser to any compensation whatsoever, to termination of the Agreement or any other actions against Debesyse Baltic. Exceptions to this shall only apply in the event of wilful misconduct or gross negligence on the part of Debesyse Baltic or its managerial staff, or if the delivery term is exceeded by more than three weeks. In such cases the Purchaser shall be entitled to terminate the Agreement, but without being entitled to any compensation.

6.8  Partial deliveries shall be permitted at all times.

Section 7. Failure to collect

7.1  If it has been agreed that EXW delivery will take place from Vilnius (the Debesyse Baltic storehouse), following fulfilment of the Agreement the Products purchased must be collected as soon as possible, in any event within 48 hours, by a transport provider appointed either by or on behalf of the Purchaser.

7.2  If, for any reason whatsoever beyond Debesyse Baltic’s control, the Purchaser fails to collect the Products supplied by Debesyse Baltic, it shall still be obliged to meet the agreed payment conditions as though the Products supplied had been collected.

7.3 If the Purchaser does not collect the Products supplied by Debesyse Baltic, Debesyse Baltic shall be entitled to store them at a location of its choice at the Purchaser’s risk and expense. Debesyse Baltic shall not be liable to pay the Purchaser any damages – including but not limited to damages resulting from a drop in quality or weight – in connection with the Purchaser’s failure to collect the supplied Products.

Section 8. Obligation to complain

8.1  Upon delivery of the Products, the Purchaser is obliged to verify the quantity and check for any visible exterior signs of damage on the Products. If the Products are entrusted to a transport provider, the Purchaser must appoint somebody to inspect the goods. If nobody has been appointed, the driver taking receipt of the Products on behalf of the Purchaser will be expected to inspect the goods on the Purchaser’s behalf. Any defects and/or damage identified must be reported immediately on the bill of lading upon receipt of the goods, and signed by the receiving party.

8.2  Complaints concerning quantity or visible exterior damage/defects
must be submitted by the Purchaser in writing as soon as possible, but no later than 48 hours after delivery, as described in Section 6. If the Purchaser fails to do so, the quantities stated on the bills of lading, delivery receipts, invoices or similar documents shall be deemed correct and the Products will be considered to have been delivered without any visible exterior damage. If the discrepancy in the quantity delivered amounts to less than 10% of the total, the Purchaser shall be expected to accept the delivery in full, subject to an appropriate discount.

8.3  Complaints concerning damage and/or defects that were undetectable at the time of delivery, as well as any other claims, must be submitted in writing to Debesyse Balticas soon as possible, but at the latest within 5 days either after delivery as described in Section 6, or after the defects have been identified (or could reasonably expect to have been identified) by the Purchaser. Failure to do so will result in the Purchaser being considered to have approved of the delivery.

8.4  Claims submitted to Debesyse Baltic either late or incorrectly will bear no legal consequence, and leave Debesyse Baltic free of any liability.

8.5  If it transpires that the Products delivered do not meet the agreed specifications, Debesyse Baltic shall have a period of time equal to the original delivery term to replace the products. The conditions of payment as set out in Section 4 shall continue to remain in force.

Section 9. Liability

9.1  Debesyse Baltic shall only accept liability for damages suffered by the Purchaser that are the result of an attributable failure to perform its obligations or of an unlawful act. Liability shall be limited to the amount covered by Debesyse Baltic’s insurance policy, i.e. the amount issued by the insurance company to Debesyse Baltic.

9.2  If, for whatever reason, Debesyse Baltic’s insurers refuse to pay, or the damages are not covered by the insurance policy, liability in all cases shall be limited to the invoice amount of the order/assignment to which the damage pertains.

9.3  Any liability for trading losses, consequential losses and/or indirect losses is expressly excluded, nor shall Debesyse Baltic be held liable for damages attributable to the actions or negligence on the part of the Purchaser, or by a third party hired by the Purchaser.

9.4  Contrary to the above paragraphs and the provisions in this section, Debesyse Baltic accepts no liability for failure to meet delivery deadlines or for trading/consequential losses.

9.5  Debesyse Baltic cannot be held liable if the failure to perform is the result of force majeure as described in this section.

9.6  The exclusions/restrictions with respect to liability specified in these terms and conditions shall not apply insofar as the damage is the result of intention or gross negligence on the part of Debesyse Baltic or its managerial staff.

9.7  The Purchaser hereby declares to indemnify Debesyse Baltic of any claims by third parties in any capacity whatsoever in relation to the goods supplied by Debesyse Baltic, particularly those pertaining to personal injury or death.

9.8  In the event of force majeure, i.e. a non-attributable shortcoming on the part of Debesyse Baltic in carrying out its responsibilities, its delivery obligations shall be suspended for the duration of the circumstances that are beyond its control.

9.9  Force majeure shall include, but is not limited to: war, war damage, civil war, mobilisation, rioting, acts of war, fire, water damage, floods, strikes, sit-ins, lockouts, impediments to imports/exports, government measures, machinery defects, energy supply disruptions, the late delivery of either the Products sold, the requisite natural resources and/or other required materials due to weather conditions, any and all circumstances either at Debesyse Baltic’s premises or at the premises of third parties from whom Debesyse Baltic must source the Products and/or the required materials or resources wholly or in part, as well as the circumstances of storage or transport (either in-house or otherwise) or any other circumstances independent of the intentions of Debesyse Baltic, even if they were already foreseeable when the Agreement was concluded.

9.10  If Debesyse Baltic issues a written declaration stating that the performance of the Agreement has become impossible due to the
conditions described in section 9.9 for a period of more than fourteen (14) days, both parties have the right to terminate the Agreement by means of an express written notification, without legal intervention being required.

9.11  In the event of one of the circumstances described under 9.9, Debesyse Baltic shall never be liable to the Purchaser for any compensation whatsoever.

9.12  If, under one of the circumstances described under 9.9, Debesyse Baltic has already partly met its obligations, or is only able to partly meet its obligations, it shall be entitled to invoice separately for that part that has already been delivered and/or can be delivered, and the Purchaser will be obliged to settle this invoice as if it related to a separate agreement.

9.13  In all cases in which Debesyse Baltic invokes the provisions in this Section, any employee(s) directly singled out may also invoke these provisions as though the provisions were stipulated by the relevant employee(s).

Article 10. Retention of ownership

10.1 Debesyse Baltic shall retain ownership of all goods delivered (or to be delivered) to the Purchaser by Debesyse Baltic both now and in the future, until all current and future invoices issued by Debesyse Baltic have been paid. All goods present on the Purchaser’s premises that were delivered by Debesyse Baltic will therefore be considered to have been delivered on the basis of the unpaid invoices. If Debesyse Baltic performs services for the Purchaser under the Agreement that require payment by the Purchaser, the above- mentioned retention of ownership shall also apply until the Purchaser has fully paid these amounts. The retention of ownership shall also apply to any claims on the Purchaser to which Debesyse Baltic may become entitled due to the failure of the Purchaser to fulfil one or more of its obligations towards Debesyse Baltic under the relevant Agreement.

10.2 If the Purchaser fails to fulfil its payment obligation towards Debesyse Baltic or Debesyse Baltic has just cause to fear that the Purchaser may fail in its obligations, Debesyse Baltic shall be entitled to repossess the goods supplied or delivered subject to retention of ownership, on its own authority, without legal intervention, and without any liability towards the Purchaser whatsoever. Any associated costs shall be for the account of the Purchaser.

Section 11. Intellectual property rights

11.1  The Purchaser is forbidden from infringing upon any intellectual property rights resting with Debesyse Baltic or its suppliers, concerning Products that have been demonstrated and/or sampled and/or delivered by Debesyse Baltic and any associated descriptions, designs, models, drawings, specifications, etc.

11.2  Upon infringement of the provisions in paragraph 1 above and without any warning or notice of default being required, the Purchaser shall be liable for a penalty of €150,000 plus EUR 500 for every day on which the infringement continues, without prejudice and in addition to the rights of Debesyse Baltic to claim full compensation including interest and costs. Penalties paid or due shall be deducted from any payable damages plus interest and costs.

Article 12. Dissolution

12.1 Debesyse Baltic is entitled to dissolve the Agreement with the Purchaser either wholly or in part if an Agreement with its supplier or customer is dissolved due to circumstances beyond its control resulting in the inability to perform the Agreement on the part of Debesyse Baltic, its supplier or its customer. In such cases, Debesyse Baltic shall only be responsible for compensation or crediting of the purchase price charged, subject to the return by the Purchaser of the goods already received under the agreement.

Article 13. Applicable law

13.1 Lithuanian law shall apply exclusively to all offers and Agreements concluded with Debesyse Baltic, including all obligations arising therefrom.

13.2 The applicability of the 1980 United Nations Convention on Contracts for the International Sale of Goods (the Vienna Sales Convention) is expressly excluded.

Article 14 Jurisdiction

14.1 Any and all disputes that may arise between parties shall be brought exclusively before the competent court in Lithuania, except insofar as prevailing jurisdiction legislation dictates otherwise.