1.1. The Contractor undertakes to carry out the press work according to the Order submitted by the Customer in the form set out in Annex 1 to the present Contract (hereinafter in the Contract referred to as the Order) and Order materials meeting technical specifications referred to in the Annex 2 (hereinafter in the Contract referred to as the Material), and the Customer undertakes to accept the completed press products (hereinafter in the Contract referred to as the Products), and pay for them in accordance with the contractual terms and procedures.
1.2. The Parties shall agree separately, by coordinating each Order, on the presentation of Material and terms of Order completion. If the Customer is late to submit the Material within the terms specified in the Order, then the time limit for the Order completion is established again.
1.3. Should it become evident that the received Material is inappropriate to execute the Order, and the Parties have agreed that corrections shall be made by the Contractor, then the soft proof shall be prepared, which shall be approved by the Customer within two banking days. If the Customer approves the soft proof, and if the Customer refuses to produce a soft proof, he shall assume all risk regarding the printing quality. The Customer shall also pay for the additional work of the Contractor and for the test print.
1.4. Should the Contractor notice that the quality of Material is not suitable for the Production, the Contractor shall notify the Customer and writing and discontinue the Order execution until a separate Customer’s instruction. If the Customer ignores this notice and within a reasonable period of time fails to submit adequately prepared Material, the Contractor shall be entitled to refuse to execute the Order, and claim for damages.
1.5. If the Order performance is discontinued on the basis of the cases stipulated in the Contract and according to the Law of the Republic of Lithuania that the term for Order execution shall be extended for no less than the full suspension period.
1.6. The Customer is aware that the Contractor has expenditure when carrying out the Order, therefore in the event of changing or cancelling the Order after it has been submitted, the Contractor shall be entitled to reimbursement of expenses incurred. Unless the parties agree differently, the Customer also shall pay for all test work carried out upon his request.
1.7. The Contractor shall have the right to invoke third parties for the Order execution provided this will not affect the quality, price and completion terms.
2. PRICE AND ITS PAYMENT PROCEDURES AND DEADLINES
2.1. Since execution price of each Order is calculated individually, the Parties hereby agree that the Production price shall be specified in the Order and confirmed and signed by the authorized representatives of the Parties.
2.2. If, for valid reasons, or due to the changed situation in the market the Contractor has to increase the price after the Order has been submitted, he must notify the Customer thereof in due time. If the Customer does not agree to increase the price, the Contractor shall have the right to refuse to execute the Order. In this case, the Contractor shall be entitled to require the Customer to pay for the completed work. If the Contractor fails to submit the notice to the Customer on time about the necessity of increasing the price for work, he must execute the Order for the original price.
2.3. The Customer shall pay for each Order as indicated in that particular Order but to not later than in 30 days from the moment of Product transfer recorded in the sales documents. If there is a prepayment indicated in the Order, it has to be paid immediately when the Order is signed.
2.4. The amount of Product credit may not exceed 5000 EUR, so in the event of any delay by the Customer to pay for the previous Orders, the Contractor shall be entitled to suspend the execution of the Order, and not to accept new Orders, or require advance payment for the new Order. The Contractor shall be entitled to unilaterally refuse from giving the sales credit at any time, and require advance payment for the new Production.
2.5. Upon receipt of the Customer‘s payments, the Contractor shall have the right to settle the payments in the following procedure: firstly, to cover the costs associated with the requirement to discharge an obligation by statement, secondly, to settle the calculated delay interest, and thirdly, to settle the main liability.
3.HANDING-OVER AND ACCEPTANCE OF PRODUCT QUALITY
3.1. The Product delivery cost and method (according to Incoterms 2000) shall be specified in the Order. If Product samples are delivered to the Customer separately from the final Product, the Contractor shall be entitled to the resulting additional remuneration.
3.2. The Customer is required to accept the ready-made Product, and check its quantity and quality on the moment of accepting the Product. The Contractor must make every effort that the Production volume meets the Order, but quantity deviations of up to 5 per cent will not be considered as a breach of Contract, and in case such deviations are present, the Customer shall be entitled to an appropriate percentage of the price reduction.
3.3. In the cases of Product damage, delay or loss of a part of Product during transportation, or failure to deliver the Product, the Customer shall notify the Contractor and the carrier within 3 banking days from the date of Product acceptance and in 7 days to notify the carrier and Contractor thereof in writing. All other claims must be submitted to the Contractor in writing within 15 days from the date of the Product delivery. E-mail notice will not be acceptable. After exceeding the time limit specified in this item, it will be considered that the Contractor has duly discharged his obligations, unless the Customer proves that it was not possible to serve referred to in this item within a specified period of time, and it was served immediately after it was possible to do so.
3.4. If it is determined that the Product or its part does not meet the Order requirements, or is of poor quality of the Contractor’s fault, but it can be used for its intended purpose, the Customer shall have the right to claim to reduce the price of work accordingly, which is subject for reduction by not more than the cost of the poor quality Product part.
3.5. If it is determined that the Product fails to meet the Order, or is of poor quality of the Contractor’s fault, and it can not be used for its intended purpose, the Contractor shall have the right to carry out the work again. In this case, the Customer must return the Product or to provide an official written evidence of its destruction.
3.6. The Customer must cooperate with the Contractor over the entire period of Order execution and remedy of defects.
4.LIABILITY OF THE PARTIES
4.1. The Parties are responsible for ensuring that obligations under the Contract to be carried out properly and on time.
4.2. For the delay in executing the Order, the Customer is entitled to claim delay interest from the Contractor in the amount of 0.05 percent of the Order amount for each day of delay.
4.3. After missing the payment deadline stipulated in the Order, the Customer shall pay default interest in the amount of 0.05 percent of the unpaid amount for each day of delay.
4.4. If the Parties have agreed that the Product will be collected from the Contractor by the Customer, then after the expiration of the term for collection the Customer shall assume risk of accidental Product perish or damage.
4.5. The Parties shall not be liable for their failure to discharge contractual obligations in part or in full, or delay in discharging their obligations, provided it takes place due to the force majeure circumstances. Force majeure circumstances shall include events and conditions as recognized by the order of the Government of the Republic of Lithuania.
4.6. The Contractor shall be entitled to refuse to execute the Order if it deems the content is defamatory in nature, may constitute a breach of public order, or other people’s legitimate interests. The Customer warrants that the Contractor is not responsible for any violations of copyright, trademark, patent ownership and other forms of abuse or libel resulting of the Product content. This Customer’s warranty covers legal costs incurred by the Contractor for this matter.
4.7. The Parties expressly agreed that the Contractor is not responsible for the quality of Products, if the Material obtained does not meet the requirements.
5.1. This Contract shall be of unlimited term, and comes into effect from the moment of its signature. Only the Contract amendments made in writing shall be valid.
5.2. Contracts in respect of printing work concluded previously, prior signing the present Contract, shall be in force until the date when the obligations arising from these contracts, are met.
5.3. Nothing in this Contract, or rights or obligations arising thereof can be transferred to third parties without a prior consent of the other Party. This provision does not apply to corporate restructuring.
5.4. The Contract can be terminated by written agreement of the Parties, as well as by any Party‘s notice to the other Party and after fulfilling the contractual obligations assumed prior the Contract termination in full.
5.5. The Parties shall communicate all orders, proposals, approvals as well as various reports relating to the performance of the Contract to each other by the fax number, email address or by letter at the address specified in the Contract, with the exception of invoices, notices of the changes of authorised persons and company details, which shall be sent by registered mail or served directly to the other Party’s representative.
5.6. The Parties expressly agreed that the Contract shall be interpreted and governed by the Law of the Republic of Lithuania. Disputes arising in relation to the present contract shall be resolved by negotiations, and in case of failure – the dispute shall be resolved in accordance with the laws of the Republic of Lithuania at a competent court according to the Contractor’s office address.
5.7. The Contract is made in Lithuanian and in English. The English text corresponds to the Lithuanian text.
5.8. The Contract has been drawn up in duplicate, one to be held by each Party.