1. DEFINITIONS:
“Seller” refers to UAB Enepaq, legal entity code 305954716, registered at Kaunas, K. Petrausko 26, Lithuania or UAB Gridup, legal entity code 303384299 registered at Vilnius, Vilkpėdės 4, Lithuania.
“Buyer” refers to all business and private Customers who purchase Products direct on the website www.enepaq.com or from the Seller’s representative.
“Products” refers to any of the Seller’s product ordered by the Buyer.
“Intellectual Property Rights” refers to all copyright, patents, registered and unregistered designs, trade marks, know-hows and all other forms of intellectual property which is enforceable worldwide.
2. SALE OF PRODUCTS. By placing an order, the Buyer is offering to purchase the Products subject to the following terms and conditions and acknowledges these terms and conditions. The Seller reserves the right, but are not obligated, to limit the sales of products or services to any person, business unit, geographic region or jurisdiction. The Seller may exercise this right on a case-by-case basis. The Seller reserves the right to limit the quantities of any products or services that are being offered without any notice, at the sole discretion of the Seller.
3. ORDERS. All orders are considered placed by the Buyer once the Seller confirms the final quotation and sends a ProForma Invoice with the payment details to the Buyer. All orders are considered to be confirmed by the Buyer once the Seller receives the full payment.
4. PRICES. The prices of Products and Services, along with the included delivery cost, are as specified in the Seller’s quotation. After the quotation has been confirmed by the Seller, the prices should be reflected in the ProForma Invoice before payment and in the Invoice on the delivery date. All prices quoted are exclusive of insurance costs, bank transfer fees, duties, and all taxes include – but are not limited to – the Value Added Tax. The Buyer agrees to pay these taxes, to indemnify and hold the Seller harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon.
All quoted prices on the website www.enepaq.com may be subjected to change without any special notice. If the Buyer placed an order on the website at a time when the products prices have not been updated to fit the current quotation, the Product Manager would update the quotation with the current prices and inform the Buyer about any specific change that was made.
5. LEAD TIME. The lead time of an order is calculated from the exact date of the received payment. If an order’s lead time (estimated production time) extends by more than 2 weeks than the lead time indicated in the ProForma Invoice, the Seller must inform the Buyer in writing about the updated lead time. If lead time extends by more than 3 months, both the Seller and the Buyer have the choice to cancel the order, in which case the Seller must issue a refund to the Buyer, but does not undertake to indemnify the Buyer for any loss or expenses related with this cancelation.
6. DELIVERY. ORDER CANCELATION. RETURN OF PRODUCTS. All deliveries will be made by DAP (Delivered at Place) Seller’s facility (as defined in Incoterms 2020). Time for delivery shall not be of the essence. Delivery times of the Products may vary according to availability and any guarantees or representations made regarding delivery times are subject to any delays resulting from postal/courier services delays or force majeure, for which the Seller will not be responsible.
The Seller will deliver the order to the indicated shipping address provided by the Buyer. The Buyer is responsible for the correct delivery address details. Products are delivered from Lithuania (EU), to all worldwide destinations. For Private Customers, according to EU consumer rules, all Products (except those which are NCNR/custom made) may be returned in the original packaging – without any mark of usage – within 14 days from the day on which the consumer acquires physical possession of the goods. In this case, the Buyer must cover the delivery costs and the Seller must make a refund once the returned Product(s) is received by the Seller. For Business Customers, delivered good quality Products (all products) are non-returnable. B2B (business customers) sales orders may be cancelled within 10 days from the payment date (if the products had not yet been shipped), with an additional administration fee which is 30% of the Product(s) value (excluding Products which are NCNR/Custom made). Business Customer may indicate third party addressee (including Business Customer’s end user private customer) in the order as shipping address for direct delivery of the Product(s) to the third party end user of the Business Customer, anyway this has no effect to the business nature of this purchase contract and has no effect to the scope of Seller’s obligations (including but not limited to the warranty term, shipping costs coverage, cancellation policy and no-return policy for delivered good quality Product(s) to the Buyer as Business Customer). Seller is not considered Buyer’s representative or otherwise authorised person. Buyer undertakes all risk for any costs, loss or taxes due to any discrepancies between the conditions of this purchase contract with Buyer as Business Customer and the purchase contract between Buyer and his end user third party, as well as any risk for costs, loss or taxes arising from differing legal requirements and Buyer’s end user consumer rights. Buyer undertakes to indemnify Seller of any loss, costs, expenses and taxes incurred due to any action of the Business Customer’s indicated third party addressee and/or related to any obligation imposed on the Seller due to the third party addressee’s consumer rights as much as that exceeds the rights of the Buyer as Business Customer under this purchase contract. Buyer shall also indemnify Seller of any expenses for consultation, representation and legal help in any dispute or official procedure regarding consumer rights of the end user of the Business Customer. Delivery to the third party addressee indicated by Business Customer shall be considered proper delivery to the Buyer, including but not limited in respect to the rights of the Buyer as Business Customer and calculation of the terms under Sections 6, 8 and 9. After delivery to the Buyer’s indicated third party addressee, further point of contact regarding warranty, technical assistance or any other rights of the Buyer remains Business Customer itself and Business Customer shall indemnify Seller of any costs suffered otherwise. If Product(s) shipped to the Buyer’s indicated third party are refused or returned in cases exceeding Buyer’s right as Business Customer under this purchase contract, Product(s) are delivered to the Buyer itself and Buyer must cover all shipping costs; original date of delivery to the Business Customer’s indicated third party addressee applies for calculation of any terms under this purchase contract.
7. PAYMENT. The Seller’s standard terms of payment are TT in advance after the quotation is confirmed by the Seller and the ProForma Invoice has been sent to the Buyer, unless otherwise specified in writing by the Seller. The Buyer shall undertake all necessary bank fees to proceed the payment. Orders will not be produced and shipped out until the full payment is received by the Seller.
8. RISK. Risk in the Products passes to the Buyer on delivery of the Products, and from that time, the Buyer assumes all risk of loss and damage to the Products, including all loss or damage in the course of unloading the Products following delivery.
9. WARRANTY AND LIMITATION OF LIABILITY. The Seller warrants to the Buyer that on delivery, Products will conform to the Product specifications and quality. The Buyer warrants that prior to confirming the quotation, the Seller provided all technical features of Products, lead times, and provided direction to all needed documentation downloads. The Products are not meant to be used in flying objects (any type of aircrafts, drones, planes or other flying, gliding or hovering mechanisms, contraption, devices or other objects). The Buyer’s liability is to use the Seller’s Products by following the User Manual, safety instructions and requirements, to use the Products in a way that does not conflict with the intended use of the Products. Otherwise, the Buyer takes their own risk for any damages resulting from such use or misuse. The Seller does not undertake to indemnify the Buyer of any loss or expenses which are caused by misguided use of Products.
The buyer undertakes to check the received goods immediately after receiving the goods. If the Buyer receives the order and notices any quality issues or discrepancies, he must notify the Seller in writing within 7 days from receiving the order. In case of concealed defects, the Buyer must notify the Seller within the warranty term, but always within 7 days from noticing the defect.
The Warranty period for Business Customers is 12 months, for Private Customers – 24 months from the Invoice date.
If the Buyer wishes to make a claim under warranty in a noted period of time, the Buyer shall provide the Seller with detailed information on all issues in writing via email. The Seller must reply to the Buyer within 2 working days and reserve the right to objectively decide if the issue shall be treated under warranty or under misuse. If it is not possible to decide from a distance what caused the damage, the Seller shall offer to return the damaged Product to the Seller for a detailed inspection. In this case, the Buyer must cover transportation costs and provide the Seller with a tracking number or an estimated delivery date.
Following the inspection, the Seller shall provide results to the Buyer. If the Product issue is treated under warranty, all repair and transportation costs will be covered by the Seller. Alternatively, if the damage does not fall under the warranty, the repair and transportation costs must be handled by the Buyer. Warranty shall not be applied to any Products that have been subject to misuse, improper testing, assembly, mishandling, or which has been operated contrary to the safety instructions.
10. TECHNICAL ASSITANCE AND ADVICE. Any technical assistance and/or advice is fully offered by the Seller prior to purchase. All STEP files, data sheets and the User Manual of particular Products are provided in connection with the Buyer’s purchase and shared free of charge.
If any technical issues arise during the usage our Products, the Buyer shall contact us via [email protected]. If any questions are related to the information which is included in the User Manual, the Seller reserves the right to direct the Buyer to the User Manual with no extra guidance. If the Buyer needs any tips or advice which lead to a technical features extension, the adaption to particular project or any engineering solution, the Seller shall consider such upgrade value and inform the Buyer about the cost.
11. INTELLECTUAL PROPERTY OF PRODUCTS. All Intellectual property rights of the Products remains the property of the Seller or its licensors and are protected by copyright, patent, design, trade mark, trade secret law and other law applicable around the world.
The Buyer shall ensure that Products retain all of the Seller’s copyright notices and other proprietary legends of the Seller, if any.
The Buyer shall immediately notify the Seller at [email protected] if they become aware or suspect that any third party is violating any of the Seller’s Intellectual property rights in respect to the Products.
12. SEVERABILITY. Should one or more provisions of the Terms and Conditions become invalid or impossible to implement, this shall not make all other provisions invalid. In this case, the Seller shall replace the invalid provision by a legally valid provision that is utmost consistent with the invalid provision in its legal and economic result.
The Seller reserves the right to change/update these terms and conditions without any special notice.
13. FORCE MAJEURE. The Seller shall not be liable for their inability to secure sufficient quantities of any Products or the failure to perform or deliver Products or Services due to causes beyond the Seller’s reasonable control, including but not limited to natural or artificial disaster, riot, war, strike, delay by carrier, or shortage of Product, which shall be considered as circumstances of force majeure excusing the Seller from performance and barring remedies for failure to perform. If force majeure circumstances occur, the Seller’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure circumstances without subjecting the Seller to any liability or penalty. The Seller may, at their own discretion, suspend performance, cancel, terminate or vary the terms of the contract for the relevant Products/Services, without any liability or penalty, by giving notice to the Buyer.
14. ASSIGNMENT. The Buyer may not assign any of its rights under this Agreement or delegate any performance under this Agreement, except with the prior written consent of the Seller.
15. PRODUCTS’ INSURANCE.
All Seller’s Products are insured, except for usage in flying objects (any type of aircrafts, drones, planes or other flying, gliding or hovering mechanisms, contraption, devices or other objects are not protected under the insurance). The Products are not intended and are not meant to be used for flying objects as described above and, therefore, the Products’ insurance is void if they are used in or for any type of flying objects as specified above.
If any Products are used not in accordance to safety requirements, the Products’ intended purpose or method of use and instructions, the insurance is not valid and neither the Seller nor the Seller’s insurer shall be liable for any damaged cause to or by the Buyer or any third persons while using the Products. The Buyer shall be solely and fully responsible for indemnification of any such damages.
Limits of Liability (costs inclusive):
Public liability insurance – 2 000 000,00 EUR any one occurrence and in the aggregate.
Products liability – 2 000 000,00 EUR any one occurrence and in the aggregate.
Pollution (Sudden and Accidental only) – 2 000 000,00 EUR any one occurrence and in the aggregate.
16. WHO WE SHARE YOUR DATA WITH. As a seller, we may need to pass our clients’ provided data to third parties in order to proceed with their order. By providing us with their personal information, clients consent to our use of their data for the purpose of completing their order. We may share this information with trusted third-party service providers, such as payment processors, shipping companies or our products distributors, who will only use the information for the purpose of fulfilling the order. We will take reasonable measures to ensure the security and confidentiality of clients’ personal information in accordance with applicable laws and regulations. By using our services, clients agree to our collection, use, and disclosure of their personal information in accordance with our Privacy Policy.
17. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Lithuania.
The Seller and the Buyer shall use their best efforts to settle amicably any dispute, controversy or claim arising out of, or relating to this Agreement or the breach, termination or invalidity thereof. Failing to resolve amicably any dispute, disagreement or requirement arising out of or in connection with this Agreement, the violation, termination or validity thereof, shall be settled by the courts of the Republic of Lithuania under the law of the Republic of Lithuania.