Seller” refers to UAB Gridup, legal entity code 303384299, registered at Vilkpedes st. 4, Vilnius, Lithuania.
Buyer” refers to all business and private Customers who purchase Products direct on the website www.gridup.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.gridup.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).

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 Buyer’s liability is to use the Seller’s Products by following the User Manual, safety instructions and requirements. 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.
If the Buyer receives the order and notices any quality issues or discrepancies, the Buyer must notify the Seller in writing within 7 days of discovering any (visible) 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 support@gridup.com. 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 info@gridup.com 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, and planes are not protected under the insurance). If any Products are used not in accordance to safety requirements and instructions, the insurance is not valid.

Limits of Liability (costs inclusive):

Public liability insurance – 1 000 000,00 EUR any one occurrence and in the aggregate.

Products liability – 1 000 000,00 EUR any one occurrence and in the aggregate.

Pollution (Sudden and Accidental only) – 1 000 000,00 EUR any one occurrence and in the aggregate.

16. 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.