KLIMTERA (CLEANFILTER) Terms & Conditions
KLIMTERA (CLEANFILTER) Terms & Conditions
§ 1 General
The following general terms and conditions of ordering,
delivery, and payment (later addressed as terms and conditions) apply to all
business conducted by Klimtera UAB. Any deviations from our terms and, in
particular, conditions asserted by the purchaser, are only valid if confirmed
by us (Klimtera UAB) in writing. Our offers are non-binding. Orders and verbal
agreements are only binding for us if and to the extent we have confirmed them
in written or electronic form or they conform to the consignment of the goods
and the invoice.
§ 2 Place of Performance and Jurisdiction
The place of performance for delivery and payment is Kaunas,
Lithuania. The court of jurisdiction in Kaunas, Lithuania is responsible for
handling legal disputes arising from this agreement, including for litigation
related to bills of exchange and cheques, or due to tortious acts in the
performance of contractual obligations. We are also entitled to bring action
before the court with jurisdiction over the registered office of the purchaser.
§ 3 Ordering, Order Confirmation, and Cancellation Policy
All orders are accepted in written or electronic form.
Verbal agreements must be confirmed in writing and are only considered to be
executed after the client has been introduced to a written order confirmation.
The purchaser must place the order in an understandable form by using the
product names and descriptions in the same manner as accepted by us.
In case of a request to cancel an order, which is confirmed,
cancellation fees will apply depending on the status of the order and the
expenses experienced by the Company. The purchaser must check the order
confirmation at the time of order and immediately inform us if any misalignment
in the product description, quantity, or any other uncertainties were found
that could lead us to deliver products that do not fulfill the initial client’s
expectations, resulting in miscommunication. Any conflicts arising after
delivery will be resolved by trusting the written/electronic version of the
order confirmation issued by us at the time of order.
§ 4 Delivery/Acceptance & Storage Conditions
The delivery of goods is made FCA in accordance with
Incoterms® 2020, if not described otherwise in order confirmation. If delivery
of goods is to be taken gradually over a certain period of time, then delivery
shall be spread equally over the entire period of time. There is no entitlement
to request the additional delivery of any quantities for which the purchaser
delays its request or acceptance by more than 14 days. In the event of a
culpable failure to respect the delivery date, the purchaser must grant the
seller a delivery grace period of 12 days. The delivery grace period can only
be agreed on after expiry of the regular delivery period and is calculated as
from the day on which written notification from the purchaser with proof of
receipt, is received by the seller. After expiry of the delivery grace period,
the purchaser may declare in writing that it is withdrawing from the contract;
claims for compensation are thereafter excluded. The purchaser's claims owing
to delayed delivery are unen¬forceable before the expiry of the delivery grace
period. In the case of unforeseen operational disruptions, delayed or failed
deliveries from our sub-suppliers, lack of workforce, energy or raw materials,
strikes, lock-outs, difficulties in the procurement of transport, traffic
disruptions, government orders or cases of force majeure, the seller is
released from its delivery obligations for the duration of the disruption and
within the limits of its effect. The agreed delivery period shall be extended
by the duration of the disruption to the extent that this disruption is
responsible for non-compliance with the delivery period. The contract shall
otherwise continue to apply unchanged. The seller shall immediately inform the
purchaser of the end of the disruption. If the disruption lasts longer than two
months, either party shall be entitled to withdraw from the contract with
regard to the quantity to which their disruption of supply relates, to the
exclusion of all further claims.
Products which are manufactured from synthetic materials are
harmless to the human body as they do not consist of any allergens or toxins,
thus are safe to store near food & beverage storing places, as well as
other moderately controlled environments and areas. As for glass-fiber based
products - they should be stored separately from the reach of children, food
& beverage storing areas and other controlled environments which are
sensitive to glass fiber particles. General warehousing conditions: do not store
in temperatures above 30°C or below 0°C; do not expose to rapid temperature
changes; do not store in direct sunlight; ideal storage humidity is 40–60% RH;
for mechanical, moisture, and dust protection, the products should remain in
the original packaging; after long periods of storing in threshold conditions -
recondition at ambient room temperature for a minimum of 24 hours before use
may be required. Delicate and fragile materials are used in the making of the
product. Therefore, while handling - it is important to: avoid stacking (heavy
loading); storing the products on unstable surfaces; exposing/handling/storing
the products without protective packaging. Under thermal decomposition,
flammable and toxic fumes can be generated. At temperatures that are above
300°C – the products may release: toxic and flammable gases, carbon monoxide
(amounts differ due to the temperature and available oxidant-content). The
generation of cleavage and oxidation byproducts are subjected to fire
conditions. Non-burned residues and contaminated water after firefighting
should be disposed of in compliance with official regulations. Molten material
should not be allowed to be in contact with the skin to which it can cause
burns. If in case of fire were to occur - suitable extinguishers are: CO2 Fire
extinguishing foam; Water (spray); Oxygen supply termination. The use of
water-based extinguishers next to electrical devices must be avoided. In case
fire occurs in closed rooms – use of independent breathing apparatus must be implied
(exposure hazards involve toxic and flammable fumes as well as skin contact
with molten materials - resulting to burns)
§ 5 Claims for Defects, Complaints & Warranty
The purchaser must examine delivered goods upon receipt to
determine whether they have the contrac¬tually agreed characteristics and are
suitable for the intended use according to the contract. If this check is
omitted, not conducted to the extent necessary, or if recognizable defects are
not communicated to the seller immediately, or at least within 6 days after
receipt of the goods, the delivered goods shall be considered accepted by the
purchaser as far as such defects are concerned. Transport damages must be
indicated on the delivery slip/note/CMR. The agreed characteristics are only
those that the seller has expressly set out in writing. The seller does not
provide any guarantee for the quality of an item by issuing the purchaser a
quality protocol for the item. Complaints about defects are unacceptable after
any processing/re-sale of the deliv¬ered goods has begun, and the processing of
any contested goods without our consent shall exclude all liability for
consequent damage. Complaints may not be based on commercially customary,
slight or technically unavoidable deviations in terms of quality, color, width,
thickness, height, weight, equipment, odor or design. The checks and tests that
the seller conducts for our products at the seller's premises do not release
the purchaser from carrying out the checks mention in section 1. Hidden defects
shall be considered accepted if they are not indicated to the seller
immediately upon discovery, or at the latest within 3 months following delivery
of the goods. Complaints and warranty requests must be made in writing, giving
the information necessary to identify the goods (invoice, delivery slip and/or
label). The reason for the complaint must be described using sam¬ples or images
that show the contested goods. Contested goods may only be sent back with the
seller's express consent.
The seller warrants that the products will serve the service
life recommended by the seller. Within such period the seller shall, at its
sole discretion, replace or repair the products that it deems to have defective
performance - free of charge, provided that such products have not been
improperly handled, stored, installed, or operated, or otherwise abused,
altered, or misapplied or the defect is a result of accidental or any reason
beyond the control of the seller. In order to receive consideration under this
warranty, the customer must submit a claim to the seller. The customer must
also allow the seller to examine the products and if required the equipment to
determine the extent of the damage and whether it was caused by defective
seller’s product(s) and/or services. The product must be returned in its
original undamaged condition to the seller for examination.
For the product use in commercial applications, and/or
except were prohibited by applicable law – the seller expressively disclaims,
without limitations, the implied warranties of merchantability and fitness for
a particular purpose. Any further implied warranties are limited to the
duration of this warranty. The foregoing is the exclusive liability entirely by
the seller and the purchaser exclusive and sole remedy for any damages or
claims made in connection with the use of the products. The seller shall in no
event be liable for any special, incidental, or consequential damages
whatsoever, including claims for loss of use of the equipment on which the
product is installed, loss of time, inconveniences, business interruptions, or
commercial loss.
Any duly raised and proven notices of defect shall be
remedied by the seller by granting a price reduction, rework, exchange, or by
taking back the goods and reimbursing the purchase price.
§ 6 Liability
To the extent legally permissible, any claims are limited by
the price of the order. Only direct damages related with purchased goods will
be compensated. Any indirect damages or loses as: loss of profit, reputation
damage, communication time, shut down time, service costs, electricity
consumption, components replacement, etc. will not be compensated.
§ 7 Invoicing, Due Dates and Payment
The basis for invoices shall be the price per piece/ square
meter or any other measure quoted in the invoice of the purchased goods, gross
for net. Invoices are issued based on the date of dispatch, and in the case of
non-negligent shipping delays, based on the date of readiness for dispatch.
Invoices are to be paid within the agreed term in a separate cooperation
agreement provided in a written form. Payments must be made by bank transfer.
Bills of exchange and promissory notes are only accepted by special agreement.
The seller is under no obligation to accept bills of exchange or cheques. If
they are accepted, they are only accepted on account of performance. The
purchaser is responsible for collection and discount costs and other expenses.
Payments are always applied to the oldest due debts plus the accumulated
interest upon them. No contrary conditions asserted by the purchaser are
considered valid. The offsetting and withholding of due invoiced amounts are
only permissible for undisputed claims or those that have been validated by due
legal process. This also applies in case of suspension of payments by the
seller. Other deductions (for example, mailing costs and bank charges] are
unacceptable.
The seller shall not be obligated to render further
deliveries before due invoiced amounts have been paid in full, along with all
calculated and dunned default interest. The seller declares goods ready for
dispatch through delivery of its invoice. All of the seller's demands become
payable when conditions of payment are not adhered to for one of them. In the
case of threatened insolvency or any other major, subsequent deterioration of
the purchaser's financial circumstances, the seller may, after setting a grace
period of 10 days for deliveries that are still outstanding under any current
contract, cancel the period allowed for payment and demand cash before
delivery, or rescind the contract or claim damages. This also applies if the
purchaser fails to immediately dispel any reasonable doubts that have been
raised about its solvency or creditworthiness.
§ 8 Payment Delays
For payments after the due date, interest is calculated in
accordance with the provisions under CK 6.210 of the Lithuanian Civil Code
(LR-CK), and a flat rate of EUR 40 is also charged. This does not exclude
claims for further damages due to this delay. The payment date for compliance
with the payment deadline is considered to be the date on which the purchaser
or its payment office demonstrably sends the payment to the seller; for bank
transfers, the day before credit to the seller's bank account counts as the day
of payment clearing.
§ 9 Retention of Title
The seller retains title of ownership to the delivered goods
until full payment of all claims resulting from goods deliveries as part of the
entire business relationship, including subsidiary claims, claims for
com-pensation, and the payment of cheques and bills of exchange. The retention
of ownership continues to ap¬ply even if individual receivables are included in
a running account, and the balance has been drawn upon and acknowledged. Should
the seller accept contingent liabilities in the interest of the purchaser
(cheques / bills of exchange], all rights arising from the reservation of
title, including rights to special forms specified in these provisions, shall
remain valid until the seller is completely released from these liabilities.
If the reserved goods are combined, mixed or processed by
the purchaser in order to become a new mov¬able, this shall be done on behalf
of the seller, without the seller being obligated hereby. The purchaser does
not gain ownership of the combined, mixed or processed new item in accordance
with CK 4.95 acc. to LR-CK. If the goods are combined, mixed or processed with
movables that do not belong to the seller, the seller acquires co-ownership of
the new movable item according to the ratio of the invoice value of its
reserved goods, to the total value. In the business relationship between the
seller and the purchaser, if a central regulator is invoked and takes over del
credere liability, the seller transfers its ownership to the central regulator
with the shipment of the goods under the suspended condition of payment of the
purchase price by the central regulator. The purchaser shall only be deemed
discharged after payment by the central regulator. The purchaser is only
entitled and authorized to further sell or process the reserved goods subject
to the following conditions. The purchaser may sell or process the reserved
goods only in the course of ordinary business operations and provided that its
financial situation does not persistently deteriorate.
The purchaser hereby assigns the claim along with all
ancillary rights arising from the resale of the re-served goods - including any
current accounts receivable - to the seller, regardless of whether the
re-served goods are resold without or subsequent to be installed, repacked or
processed. If the goods have been installed, repacked or processed and the
seller has acquired co-title to the amount of the invoiced value, it is
entitled to claim the proportion of the purchase price related to the value of
its rights in the goods. To the same degree, the purchaser assigns to the
seller, in advance, any claims resulting from a works or works supply contract
for which it uses the reserved goods.
If the purchaser sells the claim within the framework of
genuine factoring, the purchaser shall assign the claim against the factor
taking its place to the seller, and shall pass on to the seller its sales
proceeds pro rata to the value of the seller's rights to the goods. The
purchaser must disclose the assignment to the factor if it is more than 10 days
overdue with settlement of an invoice or if its financial situation
deteriorates significantly. The seller shall accept such assignment.
The purchaser is itself entitled to collect the claims from
the sale of reserved ownership goods for as long as it fulfils its payment
obligations to the seller. Authorization to collect claims lapses if the
purchaser defaults on payments or if the purchaser's financial situation
deteriorates considerably. In this case, the seller is hereby authorized by the
purchaser to inform the recipients of the assignment and to undertake
collection of the claims itself. The purchaser must provide the necessary information
for the enforcement of the assigned claims and must allow this information to
be checked. The purchaser must particularly provide the seller, upon re¬quest,
with an exact list of the claims to which it is entitled, with the names and
addresses of the recipients, the amounts of individual receivables, invoice
dates, etc. If the value of all security that exists for the seller exceeds all
of its claims by more than 10 %, the seller is obligated, at the purchaser's
request, to release the security to such extent per its choice. Pledging or
cession by security of reserved goods or ceded claims are not permissible. The
seller is to be informed immediately of any pledging and the identity of the
pledgee concerned. If the seller accepts re¬turn delivery of reserved ownership
goods in exercising its right to the retention of ownership, withdrawal from
the contract shall only apply if this is expressly declared by the seller. The
seller is also entitled to satisfaction by free sale of the reserved goods that
have been repossessed.
The purchaser shall hold the reserved goods for the seller
free of charge. It must insure them to the cus¬tomary extent against the usual
risks, such as fire, theft and water. The purchaser hereby assigns to the
seller its claims for compensation to which it is entitled as a result of
losses of the kind mentioned above against insurance companies or other
obligated parties, to the amount of the invoiced value of the goods. The seller
shall accept such assignment. All claims and rights arising from the retention
of title to all special forms specified in these provisions shall remain valid
until complete release from all contingent liabilities (cheques / bills of
exchange] that the seller has assumed in the interests of the purchaser. In the
case of the preceding clause, the purchaser is generally allowed to do
factoring for its accounts receivable. However, the purchaser must inform the
seller before incurring any contingent liabilities.
§ 10 Prices
All prices are subject to the value-added tax applicable at
the time of delivery.
§ 11 Final Provision
Should individual clauses of these terms and conditions be
or become wholly or partly ineffective, this shall not affect the validity of
the remaining clauses or the remaining parts of such clauses.
§ 12 Applicable Law
The laws of the Republic of Lithuania apply. The United
Nations Convention on Contracts for the International Sale of Goods of
11.04.1980 does not apply.