1. SCOPE
1.1. The General Purchasing Conditions (hereinafter "AEB") of Standard in Gold UAB (hereinafter "aurumbeam") apply to all deliveries and services from suppliers to aurumbeam, regardless of which goods and services and regardless of whether separate reference is made to the General Terms and Conditions.
1.2. Suppliers are all entrepreneurs, companies or legal entities without entrepreneurial status that deliver products to aurumbeam or provide other services to or for aurumbeam.
1.3. In any case, these General Terms and Conditions are an integrated part of all contracts concluded with suppliers. General terms and conditions etc. of the supplier are ineffective unless aurumbeam expressly agrees to such terms and conditions. Changes and additions to these General Terms and Conditions always require the prior express written confirmation signed by aurumbeam. The supplier hereby acknowledges the General Terms and Conditions for all contracts to be concluded with aurumbeam in the future.
2. OFFER, CONCLUSION OF CONTRACT
2.1. Upon request from aurumbeam, the supplier will prepare a written offer regarding the purchase and delivery of products or services to be provided. All costs incurred before the conclusion of the contract must be borne by the party to whom they arise. Inquiries from aurumbeam are non-binding and do not oblige you to place an order, pay compensation or the like.
2.2. A legally valid acceptance of the offer by aurumbeam must be in writing. Orders and declarations by employees of aurumbeam who are not authorized to represent them in the commercial register are non-binding. Silence on the part of aurumbeam does not constitute consent under any circumstances.
2.3. The offer made by the supplier is binding for the supplier for a period of two (2) months from receipt of the offer.
2.4. For deliveries that do not take place earlier, the supplier must send aurumbeam a written order confirmation within two Lithuanian working days (Saturday is always not considered a working day) from the order date, which, however, must not deviate from the order in any way — in any case, the contract is based exclusively on the order. If such an order confirmation is not provided, aurumbeam is entitled to withdraw from the order without giving reasons and without setting a grace period.
2.5. By placing an order through aurumbeam, the supplier undertakes to deliver the goods or services in accordance with the quality, quantity and other description in the order. Quality information provided by the supplier in its offers, brochures, catalogs and other documents are an integral part of the order or contract.
2.6. Full or partial fulfillment of the contract by the supplier's subcontractors is only permitted if their involvement has been expressly approved in writing by aurumbeam.
3. DELIVERY AND PACKAGING
3.1. All orders placed by aurumbeam are considered fixed transactions within the meaning of Section 919 ABGB. If no delivery date or delivery period has been agreed, a delivery time of seven (7) calendar days applies. The delivery times begin with the date of the order.
3.2. When products are delivered, employees of aurumbeam merely confirm receipt of the products. In any case, this does not count as acceptance.
3.3. The place of performance is in any case Vilnius, Lithuania. The delivery of products or the provision of services takes place directly to/at the aurumbeam factory with the address Jurgio Baltrušaičio g. 11-124, LT-06145 Vilnius, Lithuania (international: DDP, Incoterms 2010), in any case at the supplier's cost and risk; this applies even if the supplier sends the goods to a location other than the place of performance on the express instructions of aurumbeam. In any case, the supplier must take out appropriate transport insurance.
3.4. The delivery of products to aurumbeam is generally made as a one-off delivery. Unless expressly provided for in the order itself, partial deliveries are excluded. Services are generally provided in one piece, unless aurumbeam expressly requires partial deliveries or partial services. A disruption in performance regarding one or more deliveries is in any case considered a disruption in performance with regard to the entire scope of delivery.
3.5. The supplier must immediately notify aurumbeam of any expected delivery delays, stating the reasons and the duration of the delay. aurumbeam is not obliged to set a grace period. In the event of default, aurumbeam is entitled to demand a penalty of 0.5% (zero point five percent) per working day, but a maximum of 25% (twenty-five percent) of the agreed purchase price. The contractual penalty is not subject to the judicial right of moderation in accordance with Section 1336 ABGB. The assertion of any additional damages remains unaffected.
3.6. Each package must contain a packing slip or delivery note with a meaningful statement of contents as well as the aurumbeam order number. The full shipping address must be included on all shipping documents. Otherwise, aurumbeam is entitled to refuse acceptance or to store the product at the supplier's expense until the order number is clarified. The delivery is only considered to have taken place when the assignment to the order has actually been made by aurumbeam.
3.7. The packaging must be appropriate and flawless, in a commercially available form, at least sufficiently protective against harmful external influences and in accordance with all regulations and standards. It may not be invoiced separately and must be taken back at the supplier's expense upon request, unless the supplier provides aurumbeam with a valid ARA license number before delivery.
3.8. Subcontractors or subcontractors that the supplier uses — even in a chain — are considered vicarious agents within the meaning of Section 1313a ABGB and the supplier guarantees that they are also bound to these GTC.
3.9. The supplier is obliged to ensure legally compliant packaging exemption in Lithuania at his own expense. Proper exemption is to be demonstrated to aurumbeam annually by signing an appropriate proof of exemption in the form of a legally binding declaration.
The supplier makes the following legally binding declaration in the offer, but also in every delivery note and in every invoice: "The packaging of all goods listed is marked with the license number ................................ discharged".
Additional fees or costs, such as deposits or disposal costs, will not be recognized by the client. If the supplier fails to provide such a declaration of release from obligations, he must collect or take back the packaging material and issue a credit note for this; if the supplier does not fulfill this obligation, the client is entitled to have the disposal carried out by third parties at the risk and expense of the supplier.
4. FORCE MAJEURE
4.1. In the event of force majeure, neither aurumbeam nor the supplier will be liable for any damage or loss. Force majeure includes, in particular, acts of war by civil or military authorities, legal restrictions, embargoes, non-issuance of export permits, mobilizations, riots, terrorist attacks, strikes and lockouts, epidemics, fires, explosions, as well as unavoidable general shortages of raw materials and energy, as well as — solely on the side of aurumbeam — all massive declines in sales of aurumbeam for which aurumbeam is not responsible.
4.2. If the force majeure situation lasts more than 90 (ninety) calendar days, both aurumbeam and the supplier are entitled to withdraw from the contract. If neither party withdraws from the contract, they will find solutions together to fulfill the contract as best as possible.
5. PRICE, PAYMENT TERMS
5.1. The price (purchase price exclusive of sales tax) applies to the packaged, insured and customs-paid products including import duties, all other taxes and duties affecting the supplier as well as shipping costs to the aurumbeam factory, Jurgio Baltrušaičio g. 11-124, LT-06145 Vilnius, Lithuania (international: DDP, Incoterms 2010), or exclusive of sales tax for the provision of the required service. If aurumbeam has to pay any taxes and other charges, other than sales tax, in connection with the supplier's activities, the agreed price must be reduced by this amount.
5.2. Payment by aurumbeam is made either within 30 (thirty) days net from the invoice date or, deducting a 3% (three percent) discount, within 14 (fourteen) days from receipt of the invoice. Payments are deemed to have been made on time if they were sent by aurumbeam or the transfer was initiated by aurumbeam no later than the last day of the agreed payment period.
5.3. In any case, aurumbeam is entitled to withhold or offset payments in full due to warranty claims or other claims until proper fulfillment.
5.4. Any changes to the calculation basis as well as errors on the part of the supplier, including shortening by more than half, cannot be asserted by the supplier after the order has been placed by aurumbeam and have no influence on the agreed prices and conditions.
6. WARRANTY
6.1. The supplier guarantees and expressly guarantees the properties of the contractual deliveries and services as specified in the order and in accordance with their intended use.
6.2. The delivery or service will only be accepted after inspection by aurumbeam within a reasonable period of time, but at least ten English working days, at the place of performance. Partial deliveries/services are, without prejudice to partial acceptance, only deemed finally accepted upon final acceptance of the total delivery/service. Acceptance of the delivery/service and payment do not constitute recognition of the correctness of the delivery/service.
6.3. An obligation of aurumbeam to investigate and give notice of complaints, in particular in accordance with Sections 377 ff UGB, is expressly excluded. Warranty claims, as well as claims arising from errors and damages (in particular for defects and consequential damage, etc.), of aurumbeam will remain valid within the warranty period. The supplier waives the objection that the complaint was made late or not at all. Acceptance or approval of submitted samples does not constitute a waiver of any warranty, error and/or compensation claims associated with the delivery of the contractual goods.
6.4. The warranty period is 24 (twenty-four) months from the delivery of products or provision of services unless a longer warranty period applies by law. With regard to hidden defects, the above warranty period only begins to run when the defect is identified. If there is a need to accept a product or service, the warranty period only begins to run once acceptance has been completely successful. If an acceptance takes place, a written acceptance protocol must be drawn up, which both aurumbeam and the supplier sign. This acceptance report documents whether the acceptance was complete and successful.
6.5. aurumbeam is entitled to choose between improving or supplementing what is missing or repeating the agreed defect-free provision of services and/or price reduction from the supplier or to withdraw from the contract completely, regardless of the type of defect. If the improvement or replacement of the goods fails, aurumbeam can always request conversion. Any further claims, in particular for damages, remain unaffected by this. Improvement or replacement restarts the warranty period for the entire delivery or service. All costs associated with the detection, certification and elimination of defects, in particular the costs and risks of storage and of transporting defective products for the purpose of repair or replacement, are borne by the supplier, regardless of fault.
7. CONFIDENTIALITY AND DATA PROTECTION
7.1. All information and documents that are handed over to the supplier in connection with an inquiry or a contract by aurumbeam, in particular product prices, the respective scope of delivery and dealer-specific conditions, must be kept strictly secret and must not be made accessible to third parties. The supplier guarantees that those employees who need to have access to the information or documents in order to carry out their professional duties are required to maintain confidentiality in advance and in the same way by appropriate written obligations. The obligation arising from this provision exists indefinitely even after the end of a business relationship with aurumbeam, provided that the information does not become generally accessible without the supplier's cooperation.
7.2. The supplier agrees that aurumbeam will determine, store and process his personal data, in particular his name, address, telephone number and email address as well as all other data relating to the order, to the extent necessary and appropriate to fulfill the contracts on which these terms and conditions are based, including planning, marketing, cost accounting and internal company statistics. The supplier is informed that he can revoke his consent at any time with effect for the future. In the event of such a revocation, the supplier has to bear all disadvantages resulting from this, in particular a delay in delivery or the partial or complete impossibility of providing the service, and to reimburse aurumbeam for the expenses incurred.
7.3. aurumbeam takes the technically possible measures that can be implemented with reasonable effort to protect the stored data. aurumbeam is not responsible if the data is nevertheless accessed or further used by unauthorized persons, particularly through intervention by third parties. The assertion of claims or damages by the supplier or third parties against aurumbeam arising from such a context is mutually excluded. In principle, the supplier and aurumbeam undertake to strictly comply with the currently valid version of the EU General Data Protection Regulation (GDPR). All data processing must comply with this legal situation.
8. INDEMNIFICATION
8.1. The supplier is liable, regardless of fault, for any damage caused to aurumbeam by the supplier or its employees and/or subcontractors (including in the chain) or its delivery/service. Compensation for damages and product liability are handled in accordance with the legal regulations in the version valid at the time of the claim. Exclusions or limitations of liability of the supplier are not agreed.
8.2. The supplier is obliged to indemnify and hold aurumbeam harmless from any third-party claims that are based on a delivery or service, in particular on defective products or incorrect information.
8.3. The supplier guarantees that it does not violate any rights of third parties, in particular intellectual property rights. Should aurumbeam nevertheless be held liable for such a violation, the supplier will indemnify aurumbeam against all resulting claims and costs.
9. ACCOUNTING
9.1. The invoicing of deliveries and services can take place at the earliest on the day on which the delivery or service has been fully provided, unless partial delivery/service or another invoicing mode has been agreed.
9.2. The invoice must be issued quoting the order number of aurumbeam, the order date and the delivery note number, as well as the supplier's account number, supplier number and the date of the delivery note. Without exception, the invoice must be addressed to Standard in Gold UAB, Jurgio Baltrušaičio g. 11-124, LT-06145 Vilnius, Lithuania or sent to the email address: p.asevicius@gmail.com.
9.3. In the case of partial deliveries/services agreed in the contract, only the deliveries or services actually carried out may be invoiced in partial invoices. In this case, a 10% reserve will be retained from each partial invoice until the final invoice has been paid.
9.4. All documents necessary, appropriate or contractually agreed upon for verification must be enclosed with the invoices; for work and assembly work, the time records confirmed by aurumbeam, stating number and date, must be added.
9.5. Invoices that do not meet the above conditions are considered not to have been submitted. aurumbeam reserves the right to return such invoices unprocessed.
10. WITHDRAWAL FROM THE CONTRACT
10.1. aurumbeam is entitled to withdraw from the contract,
- in the event of a delay in delivery;
- in the event of force majeure in accordance with point 4;
- if the ownership structure of the supplier's company changes by more than 25% (also gradually) and/or the management changes;
- in accordance with point 6.5., if the delivery or service was defective;
- in particular in accordance with point 8.1 or point 8.2., if aurumbeam suffers damage caused by the supplier or its delivery/service, as a result of false or incorrect information from the supplier or other behavior that damages aurumbeam, or if, in the opinion of aurumbeam, such damage is imminent.
10.2. Rights that have already arisen for aurumbeam from the contract, whatever their nature, remain unaffected by withdrawal from the contract.
11. OTHER
11.1. If provisions of a written contract agreed between aurumbeam and the supplier conflict with these General Terms and Conditions, the provisions of the contract apply, but only with regard to the conflicting provisions.
11.2. The invalidity or invalidity of individual parts of a contract or the General Terms and Conditions does not result in the invalidity or invalidity of the entire contract or the valid parts contained therein. aurumbeam and the supplier are then obliged to jointly replace the invalid provision with an effective provision that corresponds to its (economic) meaning and purpose.
11.3. All agreements, changes or additions to contracts between aurumbeam and the supplier as well as deviations from these General Terms and Conditions must be in writing, with fax and email meeting the requirement for written form. This requirement can only be waived in writing. If contracts are executed in German or English and another language, only the German or — if no German version is available — the English version is relevant for the interpretation of individual provisions and in the event of disputes.
11.4. The supplier may not assign his claims against aurumbeam to a third party without the prior written consent of aurumbeam.
11.5. All deliveries take place free of any retention of title. If a retention of title has been expressly stipulated, aurumbeam is entitled to resell or process the reserved goods. In particular, in the event of the sale of the reserved goods, the retention of title expires without this being associated with a transfer of the claims from the sale to the supplier.
11.6. Offsetting against claims of the supplier other than those expressly granted in writing or legally established as well as rights of retention or other rights to refuse performance on the part of the supplier are excluded.
11.7. The supplier's legal successors are also bound to the obligations arising from contracts concluded on the basis of these General Terms and Conditions.
11.8. The supplier undertakes to immediately announce any change in the status of the supplier's person or company as well as any change in the business address during the ongoing business relationship with aurumbeam.
11.9. The contractor guarantees that it is in possession of the business license required to carry out the delivery/service at all times and that all of its employees are properly insured and that the statutory duties/fees are paid on time.
At the request of aurumbeam, the supplier must immediately provide proof of authorization, trade license, an extract from the commercial register, proof of training, reference lists and quality certificates.
11.10. aurumbeam is entitled to change or supplement these General Terms and Conditions at any time. The change comes into force upon notification to the supplier and applies to all transactions concluded after this point in time or to ongoing obligations from one month after this notification.
12. APPLICABLE LAW, JURISDICTION
12.1. The General Terms and Conditions and contracts based on them are subject to Lithuanian law to the exclusion of any reference standards. The application of the UN Convention on Contracts for the International Sale of Goods is excluded for all contracts concluded between aurumbeam and the supplier.
12.2. If disputes or differences of opinion arise from a contract between aurumbeam and the supplier, both parties will endeavor to resolve them amicably first. The attempt at agreement is deemed to have failed as soon as one of the parties has informed the other party of this in writing.
12.3. If the attempt to reach agreement has failed, all disputes — provided the supplier is not based in Lithuania — will be finally decided in accordance with the Rules of Arbitration and Conciliation of the Vilnius Court of Commercial Arbitration by three arbitrators appointed in accordance with these rules.
12.4. The language of arbitration is English. The place of arbitration shall be Vilnius, Lithuania.
12.5. The arbitration proceedings are secret. Information and circumstances disclosed or arising in the arbitration shall be used solely for the purposes of the arbitration. Publications — including by the parties — about the above-mentioned information, course, content and/or result of the proceedings may not be made.
12.6. The arbitration award must be justified in writing. The arbitration tribunal will also decide on all costs incurred in the arbitration proceedings.
12.7. In the event that the supplier has its registered office in Lithuania or in the event that aurumbeam and the supplier expressly exclude arbitration, the exclusive place of jurisdiction shall be deemed to be the competent court for Vilnius, Lithuania.