Terms & Conditions

1. General Provisions

1.1 These General Terms and Conditions of Supply (hereinafter the "Conditions") apply to all offers made to the Buyer and to all supply agreements concluded between the Supplier and the Buyer, except where the Parties expressly agree otherwise in writing. In the event of any conflict between these Conditions and the terms of a separate agreement, the terms of the separate agreement shall prevail.

1.2 For the purposes of these Conditions, the term "Buyer" means any natural or legal person who, acting as a (prospective) buyer and/or client, or on any other basis, enters into negotiations with us and/or concludes one or more agreements with us for the supply of goods, including cases where several natural or legal persons act jointly. The term "Buyer" includes successors in title and authorised representatives. References to "we", "our" or "us" in these Conditions refer to "Donteks UAB" or "Astunga UAB".

1.3 The application of any general conditions used by the Buyer is fully and unconditionally excluded. By placing any order with us, the Buyer waives the right to rely on its own general conditions, and only these general conditions shall apply to all agreements concluded with us. Any conditions that might be implied by trade practice, custom, or the established conduct of the parties are likewise fully and unconditionally excluded.

1.4 Any deviations from these Conditions are binding on us only if confirmed in writing.

1.5 If any provision of any agreement proves to be legally invalid, we shall be entitled, having regard to the nature and content of the agreement, the manner in which it was concluded, the interests known to both Parties, and all other relevant circumstances, to replace such provision with another provision that does not unreasonably burden the Buyer and that reflects, as closely as possible, the meaning of the invalid provision. The remaining provisions of these Conditions shall remain in full force and effect.

1.6 In the event of any discrepancy between the language versions of these Conditions, the English text shall prevail.

1.7 In the event of any conflict between the provisions of an agreement concluded with the Buyer and the text of these Conditions, the provisions of the relevant agreement shall prevail.

2. Offers

2.1 All offers, regardless of their form, are non-binding, except to the extent that we have confirmed in writing that an offer is binding.

2.2 The provision of a commercial offer and/or other documentation and/or samples does not oblige us to accept any order or carry out any delivery, unless expressly agreed otherwise.

2.3 All offers are valid for seven (7) days from the date of the relevant offer.

2.4 We reserve the right to refuse any supply order without giving reasons.

3. Agreement

3.1 Each supply order placed by the Buyer, or each acceptance by the Buyer of our offer to purchase goods, shall be deemed to constitute an offer by the Buyer to purchase goods under these Conditions. An order placed by the Buyer shall be deemed accepted by us only when we issue a written order confirmation, or, if earlier, when we deliver the goods to the Buyer. An order confirmation by persons authorised within our organisation creates a binding agreement between us and the Buyer.

3.2 We reserve the right to refuse any order or to impose special conditions for the delivery of goods. The fact that we have previously supplied goods to the Buyer on a regular basis does not give rise to a continuing agreement, a fixed-term agreement, or any other agreement between the Parties, and does not imply any obligation on our part to accept new orders.

3.3 If our order confirmation is inaccurate, written objections must be received no later than seven (7) days from the date of the order confirmation. After this period, the order confirmation shall be deemed correct.

3.4 Any additional agreements or amendments, as well as any oral agreements, statements and/or assurances given by our employees or on our behalf by sales representatives, agents, representatives, or other related persons, are binding on us only to the extent and only if such agreements, amendments and/or assurances are confirmed in writing by persons authorised within our organisation.

3.5 We reserve the right to terminate negotiations with the Buyer at any time and to withdraw any offers made prior to the conclusion of an agreement under these Conditions, without any obligation to compensate any costs, expenses, or losses.

3.6 Once an agreement has entered into force under the provisions of this section, the Buyer shall not be entitled to unilaterally terminate such agreement.

3.7 The Buyer warrants that all information provided to us is accurate and complete. Any failure on our part to deliver goods resulting from inaccurate or incomplete information provided by the Buyer shall not be attributable to us. The Buyer shall be liable for any loss, including additional costs, arising from inaccurate or incomplete information.

3.8 The Buyer shall at all times provide reasonable assistance necessary to enable us to perform the agreement in accordance with our obligations to the Buyer.

4. Prices

4.1 Unless otherwise agreed in writing, our prices apply on an Ex Works basis (Incoterms 2020) at our premises, actual place of production, or warehouse (as applicable, as confirmed by the company), are denominated in euros, and are exclusive of VAT. Any currency fluctuations shall be at the risk and expense of the Buyer.

4.2 We reserve the right, at any time prior to delivery of the goods, upon thirty (30) days' prior written notice to the Buyer, to increase prices to reflect any increase in the cost of goods arising from factors beyond our control (including currency fluctuations, increases in taxes and duties, and increases in labour costs, material prices, energy costs, and other production costs).

5. Payments and Payment Security

5.1 We may invoice the Buyer before, during, or at any time after completion of delivery.

5.2 Full payment must be made within seven (7) days of the date of the invoice and must be made to a bank account held in Lithuania, unless otherwise agreed in writing. The Buyer shall not be entitled to withhold, reduce, or set off any amounts without the prior written consent of the Supplier.

5.3 We reserve the right to offer terms providing for payment against documents (letter of credit or payment under bank guarantee) at the moment of transfer of ownership of the goods.

5.4 Payment shall be deemed to have been made at the moment the amount due is credited to our bank account. All costs related to payment, including the costs of providing guarantees, shall be borne by the Buyer.

5.5 Each payment made by the Buyer shall be applied first to outstanding interest, second to cover our collection and administrative costs, and third to outstanding invoices/debts, starting with the oldest debt.

5.6 If the Buyer fails to fulfil (in whole or in part) any of its obligations towards us in a timely manner, applies for a moratorium or deferral of payments, is declared bankrupt or is wound up, or its assets and/or claims are subject to attachment (or any other event occurs), or legal proceedings having the same consequences as the foregoing are commenced against the Buyer in any jurisdiction to which it is subject, then all our invoices and claims shall become immediately due and payable.

5.7 In respect of any outstanding amounts not paid by the Buyer under these Conditions, we shall be entitled to charge interest at a rate of 0.05% per day on the outstanding amount for each day of delay. Interest shall accrue daily from the relevant moment or payment due date (whichever occurs first) until the date of actual payment of the overdue amount, regardless of whether payment is made before or after a court judgment. The Buyer shall pay such interest together with the overdue amount.

5.8 In the circumstances referred to in clause 5.6, we shall also be entitled to suspend our (further) performance of obligations for a period of up to two (2) months and to reclaim unpaid goods or to terminate the agreement, as well as any other agreements with the Buyer, in whole or in part, without prejudice to any other rights or remedies available to us. During the suspension period we shall be entitled, and at the end of that period shall be obliged, to elect either to resume performance or to opt for partial termination of the suspended agreement(s).

5.9 We shall be entitled to set off any of our claims and/or obligations, whether or not due, against any claims of the Buyer. Any exercise of our rights under this clause shall not extinguish or limit any other rights or remedies under these Conditions.

5.10 If there are serious doubts as to the Buyer's solvency, we shall be entitled to require payment on a cash on delivery basis, in which case delivery costs shall be borne by the Buyer, or to require any (additional) security enabling the Buyer to fulfil its payment and other obligations, including, without limitation, a pledge of goods specified by us under Incoterms 2020. If the Buyer is unwilling or unable to provide the requested security, we shall be entitled to terminate the agreement in whole or in part, without prejudice to our other rights and without any obligation to pay compensation.

6. Delivery Risk and Delivery Deadlines

6.1 Unless otherwise agreed in writing, delivery is made on an Ex Works basis at our premises, place of production, or warehouse (as applicable), when the goods are handed over to the Buyer while in the possession of the (first) carrier. At the moment the goods leave our premises, place of production, or warehouse, the risk of loss or damage to the goods passes to the Buyer. The Buyer shall inspect the delivered goods or their packaging for defects or visible damage at the time of delivery, or promptly after we notify the Buyer that the goods are at its disposal. If the goods are stored at our premises at the Buyer's request, the risk of loss or damage passes to the Buyer from the moment of such request.

6.2 Any defects or damage to the delivered goods and/or their packaging which are discovered at the time of delivery must be noted by or on behalf of the Buyer on the delivery note, invoice, and/or transport documents. If no such notes appear in the documents, no claims will be accepted or considered by us. In the event of any dispute, our administrative records shall be decisive.

6.3 Unless otherwise expressly agreed in our order confirmation, the Buyer accepts a deviation of up to ten percent (10%) in weight, volume, dimensions, or quantities from the weight or quantity agreed in the agreement, and shall pay proportionally for the weight or quantity actually delivered. The weight or quantity stated in our order confirmation shall be deemed conclusive evidence of the weight or quantity of goods delivered.

6.4 We reserve the right to make partial deliveries, for which separate invoices may be issued. In such cases, the Buyer shall pay in accordance with clause 5 of these Conditions.

6.5 All timber sales are subject to our grading specifications, which describe in detail the acceptable quality for sale and the technical characteristics of the timber. Our grading specifications are published on our website or provided upon separate request.

6.6 Delivery deadlines are indicative. Such deadlines shall in no case be considered binding unless otherwise agreed in writing.

6.7 We shall not be obliged to pay any compensation for failure to meet a delivery deadline. If a delivery deadline is repeatedly exceeded, the Buyer shall be entitled to demand delivery within a reasonable period. If that period is also exceeded, the Buyer shall be entitled to terminate the agreement, unless we are unable to deliver the goods due to force majeure.

6.8 Notwithstanding clause 6.6, we shall not be liable for any loss or damage resulting from our suppliers' late delivery of materials or components to us.

6.9 The anticipated costs of packaging materials, if used, as well as pallets, shall be reimbursed at the same amount if such materials and pallets are returned at the Buyer's expense and risk, in good condition and within thirty (30) days of the Buyer's receipt of them. Any special packaging requirements shall be charged at an additional non-refundable fee. Rates and other terms for the supply of packaging materials are included in our offer.

6.10 If delivery cannot be carried out due to circumstances attributable to the Buyer, we shall be entitled to require the Buyer to cover the costs associated with such delay.

7. Transport and Risk

7.1 If the Buyer does not provide specific instructions, we shall determine the means of transport, packaging, insurance, and other transport-related matters at our discretion and without any liability. Any special instructions from the Buyer regarding transport, packaging, or insurance shall only be followed if the Buyer agrees to bear the associated potential costs and risks.

7.2 Transportation of goods is carried out at the Buyer's expense and risk, even in cases where the carrier requires that the waybills, consignment notes, or other documents state that all losses and damage relating to transport are borne by the consignor, unless otherwise agreed in advance in writing.

8. Retention of Title

8.1 Title to the delivered Goods shall remain with us until the Buyer has fully discharged all payment obligations under the agreement pursuant to which delivery was made, including any potential losses and damages, costs, interest, and penalties, even if the Buyer has provided security. Until full payment, the Goods remain the property of the Supplier, regardless of actual handover to the Buyer. Until title passes from us to the Buyer, the Buyer shall:

(a) hold the Goods on a fiduciary basis as our bailee;

(b) store the Goods (at no cost to us) separately from all other goods belonging to the Buyer or third parties in such a way that they remain readily identifiable as our property;

(c) not destroy, damage, or conceal any identification marks or packaging of the Goods;

(d) maintain the Goods in proper condition, ensure they are always stored in dry conditions, protected from atmospheric precipitation, in their original packaging, and insure them on our behalf for their full value against all risks.

Upon our request, the Buyer shall provide the insurance policy.

8.2 The Buyer shall not be entitled to process or dispose of the delivered Goods otherwise than in the ordinary course of its business.

8.3 If the Buyer fails to pay any amount due, we shall be entitled to reclaim all delivered and unpaid Goods. The Buyer hereby grants us the right to reclaim the Goods at the Buyer's expense. Furthermore, the Buyer grants us and any representatives appointed by us the right of unimpeded access to its premises, warehouses, land, factories, construction sites, and similar locations in order to recover our property.

9. Force Majeure

9.1 Our performance of obligations is suspended for the period during which we are unable to fulfil our obligations due to force majeure circumstances, and, for the avoidance of doubt, we shall not be in breach of these Conditions and shall not be liable for any delay or non-performance under these Conditions if such delay or non-performance results from force majeure circumstances.

9.2 Inability to perform obligations shall also include situations where production activities are substantially hindered.

9.3 "Force majeure" means any circumstances beyond our control, including but not limited to: shortage of necessary (raw) materials and/or labour on the market, labour disputes, war, risk of war, civil war, riots, fire, earthquake, flood, strikes, occupation of premises, lockouts, import and export restrictions, measures by government authorities, equipment failures, failure to receive (on time) necessary (raw) materials, water and/or energy at our premises.

9.4 Force majeure shall also include the circumstances described in clause 9.3 occurring in the operations of third parties from whom we obtain (raw) materials, services, research reports, samples, calculations, etc.

9.5 Force majeure shall also include situations where the circumstances described in clause 9.3 arise during the storage or transportation of goods, regardless of whether such storage or transportation is carried out under our control.

9.6 If, due to force majeure circumstances, the suspension of performance of the agreement (or part thereof) continues for more than three (3) months, either Party shall be entitled to terminate the agreement (or the remaining part thereof) by giving the other Party not less than fourteen (14) days' written notice. In such case, neither Party shall be obliged to pay any compensation. Any advance payments shall be refunded provided the Buyer reimburses our costs incurred prior to the occurrence of the force majeure event, or (where applicable) such amounts are set off against the agreed invoice amount.

10. Liability

10.1 We shall not be liable for any loss or damage arising from any cause whatsoever, except for intentional acts or gross negligence, to the extent that such liability cannot be lawfully excluded. This limitation of liability applies to direct and indirect losses, commercial losses, and other consequential losses, and includes any liability towards third parties. In the case of alleged intentional conduct or gross negligence, the burden of proof lies with the Buyer.

10.2 We shall not be liable for any direct or indirect losses, commercial losses, or other consequential losses, or losses arising from liability towards third parties, caused by our employees or other persons engaged by us for the performance of the agreement (to the extent that they are not themselves liable for such performance). This exclusion of liability covers both intentional acts and gross negligence.

10.3 Our total liability shall in all cases be limited to the net invoice value of the delivered Goods.

10.4 Where we procure Goods from third parties, our total liability towards the Buyer shall be limited to the extent of the third party's liability towards us.

10.5 We shall not be liable for any infringement of patents, licences, or other third-party rights arising from the use of information or goods provided by us or on our behalf to the Buyer.

10.6 In connection with Goods delivered by us, the Buyer shall fully indemnify us and hold us harmless from any third-party claims relating to loss or damage for which we have excluded liability.

10.7 We expressly reserve the right to rely on all statutory and contractual defences and limitations of liability available to us to limit or exclude our liability towards the Buyer, as well as that of our employees or other persons engaged for the performance of the agreement for whose actions we may be responsible under applicable law.

10.8 We shall not be liable for any defects, loss, or damage if our written instructions and/or installation or user manuals relating to our product are not complied with.

11. Quality Claims

11.1 The Buyer shall inspect the Goods promptly upon receipt.

11.2 The characteristics, grade, dimensions, and quantities of the Goods are determined by the specifications, order confirmations, or other agreed documents. The Supplier shall be entitled to deliver the Goods subject to permissible manufacturing and industry tolerances.

11.3 Without prejudice to other provisions of these Conditions, all claims regarding quantity, appearance, and visible defects must be submitted to the Supplier in writing within three (3) business days of receipt of the Goods. Claims regarding hidden defects must be submitted to us in writing within seven (7) business days of the discovery of the defect, but in any event no later than thirty (30) calendar days from the date of delivery. Claims regarding any product defects must be resolved within thirty (30) days of delivery and in accordance with the warranty certificate, product grading specification, or the warranty under which the Goods are sold.

11.4 Claims regarding invoices must be submitted within seven (7) days of the date of the invoice.

11.5 Upon expiry of the deadlines specified in clauses 11.3 and 11.4, no claims will be accepted.

11.6 Claims regarding defects in delivered Goods shall only be accepted if the defects arose as a result of material and/or manufacturing deficiencies.

11.7 A claim submitted by the Buyer shall in no event release the Buyer from its obligation to fulfil its payment obligations towards us.

11.8 Delivered Goods may only be returned with our prior written consent. In such case, transportation and all associated costs shall be borne by the Buyer, unless otherwise agreed in writing.

11.9 Time is of the essence for the purposes of this clause 11.

12. Joint and Several Liability

12.1 If the Buyer consists of more than one natural or legal person, all such natural and legal persons shall be jointly and severally liable for the performance of the Buyer's obligations towards us.

13. Shortened Limitation Period

13.1 Without prejudice to the provisions of clause 11, all legal actions by the Buyer against us, whether based on contract or law, must be brought within one (1) year from the commencement of the limitation period under the law of the Republic of Lithuania. Upon expiry of this one (1) year period, any legal claims shall be deemed time-barred.

14. Confidentiality and Non-Compete

14.1 The Buyer shall at all times keep confidential any information, materials, goods, and samples received from us that were not publicly available either before or during our relationship, and shall not use any of the foregoing for any purpose other than our purposes and in accordance with a written agreement concluded with us.

14.2 The Buyer shall handle received information with the utmost care. The Buyer shall not reproduce the relevant information and documentation without our prior written consent.

14.3 The Buyer shall bind its employees to confidentiality in respect of all confidential information referred to in clause 14.1 and in respect of our business. This obligation, as well as the obligations set out in clauses 14.1 and 14.2, shall apply both during the term of the agreement and after its termination.

14.4 Upon termination of the agreement, the Buyer and/or its employees shall promptly return to us any information received from us in accordance with our instructions, or, at our request, destroy it securely.

14.5 During the term of the agreement and for two (2) years following its termination, the Buyer shall refrain from entering into any direct or indirect contractual relations with our employees, however described, unless otherwise agreed in writing. The Buyer warrants that this obligation shall also be observed by all legal entities within its group, in particular those referred to in the relevant articles of the Civil Code of the Republic of Lithuania.

15. Intellectual Property

15.1 We retain all proprietary rights to all information and all intellectual and industrial property rights (including the right to obtain patents, registered designs, design rights, copyrights, trademarks, and any other intellectual property rights), including any modifications or improvements thereto, relating to everything supplied and/or developed by us or by third parties prior to or in connection with our mutual agreement, including but not limited to: price lists, reports, recommendations, samples, calculations, brochures, designs, sketches and drawings, manufacturing processes, know-how, technical information, and any information obtained from analysis or testing of any products, samples, or materials provided by us. The Buyer shall, upon our first request, return or destroy such data.

15.2 The Buyer shall never be entitled to challenge any of our intellectual and/or industrial property rights, or to attempt to register one or more such rights or otherwise seek protection of these rights for its own benefit.

15.3 The Buyer undertakes to take all actions and to enter into and sign all agreements and documents necessary to give effect to the provisions of this clause 15.

16. No Waiver and Invalidity

16.1 No failure or delay on our part in exercising any right or remedy under these Conditions or by law shall constitute a waiver of such or any other right or remedy, nor shall it preclude or restrict the further exercise of such or any other right or remedy. A single or partial exercise of such right or remedy shall not preclude or restrict the further exercise of such or any other right or remedy.

16.2 If any provision or part of a provision of these Conditions is or becomes invalid, unlawful, or unenforceable in any court, it shall be deemed to be modified to the minimum extent necessary to make it valid, lawful, and enforceable. If such modification is not possible, the relevant provision or part of a provision shall be deemed deleted. Any modification or deletion of a provision or part of a provision under this clause shall not affect the validity and enforceability of the remaining provisions of these Conditions.

17. Compliance with Applicable Requirements

17.1 The Buyer undertakes and ensures that its directors, employees, representatives, and subcontractors shall comply with all applicable laws, regulations, rules, and codes relating to anti-bribery, anti-corruption, and tax evasion, as well as all applicable laws, regulations, rules, and codes relating to anti-slavery and human trafficking, and shall maintain internal policies and procedures designed to prevent bribery and corruption, tax evasion, slavery, and human trafficking, with such policies and procedures ensuring compliance with anti-bribery and anti-slavery legislation. The Buyer shall ensure compliance with these requirements where applicable. The Buyer also warrants that it is not aware of any bribery, corruption, tax evasion, slavery, or human trafficking in its business or supply chain.

17.2 We shall be entitled to immediately terminate any agreement between us and the Buyer by giving written notice to the Buyer if the Buyer breaches the provisions of this clause 17, without incurring any liability on our part. The Buyer shall be liable and shall indemnify us for all losses and hold us harmless from any claims or damages suffered as a result of the Buyer's breach of clause 17.

17.3 We seek to conduct our business fairly and require the Buyer to be aware of, understand, and comply with all applicable laws and regulations in the countries in which it operates.

18. Applicable Law

18.1 Our legal relations with the Buyer shall be governed by the law of the Republic of Lithuania, excluding the United Nations Convention on Contracts for the International Sale of Goods of 1980.

18.2 The interpretation of international commercial terms shall be governed by the Incoterms 2020 rules published by the International Chamber of Commerce (ICC), Paris.

19. Jurisdiction

19.1 All disputes arising from our legal relations with the Buyer shall be submitted to the competent courts of the Republic of Lithuania. In cases where the court of first instance having jurisdiction is a district court, the dispute shall be referred to the Vilnius District Court.

19.2 The provisions of clause 19.1 are without prejudice to our right to refer a dispute to a court having jurisdiction under the general rules of jurisdiction, or to refer a dispute to arbitration under clause 19.3. The Buyer expressly consents to these terms.

19.3 In the event that we refer a dispute to arbitration, it shall be finally resolved in accordance with the Rules of Arbitration of the International Chamber of Commerce by one or three arbitrators (at our choice), appointed in accordance with the said rules. The seat of arbitration is Vilnius. The language of the arbitration, at our choice, shall be English or Lithuanian.