This Contract is not intended to create a joint venture, representation, mediation, or partnership relations between the Buyer and the Supplier. This agreement may not and should not be construed and interpreted as creating any such relationship. The Buyer has no right to act on behalf of the Supplier or to sign on behalf of the Supplier or in any way to create obligations to the Supplier or otherwise act in the name of the Supplier.

The Supplier hereby undertakes to supply the goods to the Buyer and the Buyer undertakes to accept the goods as well as pay for them according to the conditions of this Agreement. This Agreement is a long-term cooperation agreement and the basis for one-time orders for the goods.

The Supplier shall retain full ownership and title to the Products until the Buyer makes payment in full for the Products. Until such payment is received, the Buyer shall hold the Products in trust for the Supplier and shall not acquire any ownership rights or transfer any interest in the goods to any third party without express written consent of the Supplier.

ORDERS AND DELIVERY

The Buyer shall submit a written order to the Supplier for the goods via e-mail stated in Contact details. The order must indicate the desired range of the goods, their quantity, packaging, preferred delivery terms, and other terms (if necessary).

The Supplier shall review the order and notify the Buyer in writing (by e-mail) within 3 (three) business days about its decision to confirm or reject the order. If the order is confirmed the Supplier shall also issue and send to the Buyer a pro-forma invoice for the full price of the goods ordered.

The goods ordered and paid for by the Buyer shall be made ready for dispatch no later than within 25 business days from the receipt date of the payment of the amount specified in the proforma invoice. The Supplier shall inform the Buyer that the goods are ready for dispatch by e-mail in contact details.

The goods are transferred to the Buyer under the terms and conditions stated in the invoice and/ or pro forma invoice.

The Supplier shall start the execution of the order upon receiving the payment for the full price of the goods ordered indicated in the proforma invoice. If the Buyer fails to pay the full price in time, the Supplier may cancel the order.

The delivery date of the goods is the date of acceptance of the goods and all documents relating to the supply of goods by the Buyer. The goods are transferred and accepted upon signature of the invoice, the freight bill or the international freight bill (CMR).

The Buyer shall ensure that only persons authorized by the Buyer are aware of the planned ordering and transfer of the goods and will collect the goods on behalf of the Buyer. The Buyer releases the Supplier from the obligation to verify further the identity of the persons collecting the goods on behalf of the Buyer.

The Buyer shall immediately (but no later than within 5 business days after delivery) notify the Supplier in wetting of any obvious (visible) defects or shortcomings of the delivered Products. In case of non-obvious defects or shortcomings of the Products, the Buyer shall submit a notification to the Supplier no later than withing 10 business days upon discovery of said defects or shortcomings.

PAYMENTS AND LIABILITY

The Buyer shall pay for the goods the total amount indicated in the proforma invoice (the prepayment) within the payment deadline specified in the proforma invoice. The payment shall be made by bank transfer to the account specified by the Supplier. The moment of crediting the funds at the Supplier’s account is considered as the settlement moment.

All expenses relating to the money transfer shall be borne by the Buyer.

The Supplier has the right to change the range and prices of products, upon giving a written notice to the Buyer before 30 days before the change.

Prevention of Money Laundering and Terrorist Financing

The Supplier is bound to strictly comply with all applicable requirements for the prevention of money laundering and terrorist financing of all countries in which it does business. In that regard, during the performance of this agreement, the Buyer shall undertake to assume full responsibility and to ensure that the Buyer, persons related to the Buyer, activities carried out by the Buyer or any activities related to this agreement and benefits or assets acquired under the agreement are not directly or indirectly related to and are not in breach of all relevant economic sanctions laws, regulations, embargos or other onerous (restrictive) measures, administered, applied or enforced by (i) the Norwegian Government; (ii) the United States Government; (iii) the United Nations; (iv) the European Union; (v) the United Kingdom; (vi) the Republic of Lithuania; (vii) any other relevant jurisdictions, national or international organisations and / or agencies, including but not limited to the Office of Foreign Assets Control (OFAC) of the US Department of Treasury, the US Department of State, Her Majesty’s Treasury (HMT) and any other governmental organizations and agencies.

By concluding this Contract, the Buyer confirms that it is not subject to any sanctions as follows: the List of Specially Designated Nationals and Blocked Persons administered by OFAC, Consolidated List of Entities Subject to Financial Sanctions, administered by HMT or any other similar list administered by, including but not limited to, the Norwegian Government, the Government of the Republic of Lithuania, the European Union and / or the United Nations.

Force Majeure

Neither party shall be liable in the event that its performance of this agreement is prevented or rendered so difficult or expensive as to be commercially impracticable, by reason of force majeure circumstances. It is expressly agreed that any failure of the government to issue a required license for the export of any Supplier Product ordered by the Buyer shall constitute an event of unforeseen circumstance.

In the event of non-performance or delay in performance attributable to any such causes, the period allowed for performance of the applicable obligation under this agreement will be extended for a period equal to the period of the delay. However, the party so delayed shall use its best efforts, without obligation to expend substantial amounts not otherwise required under this agreement, to remove or overcome the cause of delay. In the event that the performance of a party is delayed for more than 2 months, the other party shall have the right, which shall be exercisable for so long as the cause of such delay shall continue to exist, to terminate this agreement without liability for such termination.

INTELLECTUAL PROPERTY AND CONFIDENTIALITY

The Supplier retains all rights, title and interest in and to its trademarks, trade and social media accounts, names, logos, designs, copyrights, patents and other forms of intellectual property associated with the Supplier and/or its Products.

The Buyer is not permitted to print, post or otherwise use letterhead, calling cards, literature, signage or other representations in the name of the Supplier (or any of its affiliates) or to represent itself as the Supplier (or any of its affiliates) or make commitments on behalf of the Supplier (or any of its affiliates) without the express, written permission of Supplier.

The Bueyr shall also cooperate fully with and assist the Supplier in its efforts to protect the Supplier’s intellectual property rights and shall exercise reasonable diligence to detect and shall immediately advise the Supplier if the Buyer has knowledge of any infringement of any patents, trademarks, copyrights, or other intellectual property rights owned or used by Supplier.

Validity and final provisions

The agreement shall come into effect from the date of signing and remain valid for twenty four [24] months. The parties have the right to extend the agreement for plus twelve [12] month period informing each other before 1 month till the actual term.

If neither Party of the Agreement informs the other Party of its intention to terminate the Agreement at least 30 (thirty) calendar days before the expiry of the Agreement, its validity shall be automatically extended for another 1 (one) year. The number of extensions of the Agreement is not limited.

Each Party shall have the right to terminate the Agreement unilaterally with a written notice to the other Party given 30 (thirty) calendar days in advance. Termination of the Agreement does not relieve the Parties of the responsibility to fulfil all the obligations that have arisen so far (including but not limited to, final delivery of the goods, settlement, quality of the goods, etc.).

All notices, reports and other communication between the parties according to the agreement shall be served to the parties by e-mail. Written notices sent by email shall be deemed as received on the date of sending (or the next business day in the event that the notice was sent on a holiday).

If the legal addresses, bank account numbers and/or other particulars of the parties to the agreement are changed, the parties shall immediately inform each other thereof.