UAB ENIM GENERAL TERMS AND CONDITIONS OF SALE
These general terms and conditions of product supply (hereinafter – the Terms) apply to all transactions for the sale and supply of products by UAB ENIM (hereinafter – the Supplier) to the Buyer, unless the Supplier and the Buyer explicitly agree otherwise in writing. Cooperation is non-exclusive, and no provisions of these Terms grant the Buyer an exclusive right to a territory, customer, or project, except for project protection confirmed by the Supplier in writing pursuant to Section 13.
1. Scope and Orders
1.1. These Terms apply together with the Supplier’s written confirmation of an offer, order, or terms agreed upon for a specific project. In the event of a contradiction, the terms confirmed in writing by the Supplier for a specific order shall prevail only to the extent that they explicitly state that the respective provision of the general Terms is being modified.
1.2. The Buyer’s order becomes binding on the Supplier only after the Supplier confirms it in writing. The Supplier has the right to refuse to confirm an order or to request additional information prior to its confirmation.
1.3. Once the Supplier has confirmed an order, its modification or cancellation is possible only with the prior written consent of the Supplier. The Buyer shall reimburse the Supplier for reasonably incurred expenses resulting from the modification or cancellation of a confirmed order, including the costs of already manufactured products, materials, subcontractors, and transportation.
2. Products and Documentation
2.1. Product specifications, descriptions, technical parameters, and prices are binding only to the extent that they are explicitly confirmed in writing by the Supplier for a specific order.
2.2. The Buyer is responsible for verifying, prior to ordering, that the products comply with the end-user, project, installation site, and applicable technical requirements, except for requirements that the Supplier has explicitly undertaken in writing to fulfill.
2.3. All drawings, technical documentation, calculations, samples, and other materials provided by the Supplier remain the property of the Supplier. Without the prior written consent of the Supplier, the Buyer may not copy them, transfer them to third parties, or use them for any purpose other than what is necessary to execute the specific order.
3. Prices
3.1. The prices specified in the Supplier’s separately provided price list valid at the time of order confirmation shall apply, unless the parties agree otherwise in writing for a specific order. The Supplier may update the price list at any time; updated prices apply only to orders not yet confirmed by the Supplier.
3.2. A price agreed upon in writing (including via email) for a specific project applies only to the project, product quantity, and scope explicitly stated in that agreement. Additional quantities, modifications, or new phases shall be evaluated separately.
3.3. Prices are stated excluding VAT, unless explicitly indicated otherwise. VAT and other statutory taxes are added in accordance with applicable legislation. The price does not include transportation, insurance, unloading, installation, storage, or other services, unless they are explicitly specified in the offer confirmed by the Supplier.
4. Delivery and Transfer of Risk
4.1. Delivery is subject to the version and term of the Incoterms® rules specified in the Supplier’s order confirmation. Unless explicitly agreed otherwise, the EXW (Incoterms® 2020) term at the place specified by the Supplier shall apply.
4.2. The risk of accidental loss of or damage to the product passes to the Buyer in accordance with the Incoterms® term applicable to the specific order. When an Incoterms® term does not apply or does not define a specific matter, the risk passes to the Buyer when the product is handed over to the Buyer or its designated carrier.
4.3. The Supplier has the right to make partial deliveries, unless the parties agree otherwise in writing for a specific order. The Buyer is obliged to accept properly delivered products and cooperate in organizing their collection or delivery.
5. Delivery Terms
5.1. Indicated delivery times are indicative, unless the Supplier explicitly confirms a specific deadline in writing as final and binding. The period begins to run only after order confirmation, receipt of all necessary technical data and approvals, and receipt of the agreed advance or prepayment.
5.2. The Supplier is not liable for delays to the extent caused by the Buyer’s acts or omissions, delayed approvals, modifications to specifications, carrier or supplier disruptions, actions of authorities, or other circumstances beyond the Supplier’s reasonable control.
5.3. If the Supplier has confirmed a final delivery deadline in writing and the delay was directly caused by the Supplier, the sole compensation available to the Buyer for such delay is 0.2% of the value of the delayed part of the products for each full week of delay, up to a maximum of 3% of the value of that part. Compensation shall not apply if the delay arose due to circumstances specified in Section 5.2 or Section 11. This provision applies to the extent permitted by mandatory rules of law.
6. Buyer’s Obligations and Acceptance of Products
6.1. The Buyer must timely provide accurate data required for the order and delivery, accept the products at the agreed time, and ensure that the delivery site is properly prepared.
6.2. If the Buyer refuses or is unable to accept the products at the agreed time, the Supplier has the right to organize their storage at the Buyer’s expense and risk. The Buyer shall reimburse reasonable expenses for storage, redelivery, loading, unloading, and other costs incurred due to non-acceptance.
6.3. Upon receiving the products, the Buyer must inspect their quantity, external condition, and obvious damage within a reasonable timeframe, record any noticed non-conformities in the delivery documents, and immediately inform the Supplier in writing. Hidden defects are subject to the provisions of Section 9 and mandatory rules of law.
7. Payment Terms
7.1. Payment terms and the amount of advance payment are determined in the Supplier’s offer, invoice, or order confirmation. If no payment term is specified, prepayment terms shall apply.
7.2. A payment is considered made only when the full amount due is credited to the Supplier’s bank account. The Buyer may not unilaterally withhold, reduce, or offset payments due to claims, unless such a right arises from mandatory rules of law or the Supplier agrees in writing.
7.3. In the event of late payment, the Buyer shall pay late payment interest permitted by law; if the parties have agreed in writing on a specific rate, that rate shall apply to the extent it is lawful. The Supplier has the right, having informed the Buyer, to suspend the execution of new orders and deliveries, as well as to defer the transfer of products not yet delivered, until the debt is cleared.
7.4. If the Buyer delays payment or there are reasonable doubts regarding its ability to pay, the Supplier may demand prepayment, additional security, or suspend the execution of unfulfilled orders. The Supplier may terminate an unfulfilled order if the Buyer does not remedy the breach within a reasonable timeframe specified by the Supplier in writing.
8. Retention of Title
8.1. The products remain the property of the Supplier until full payment of all amounts due in connection with the respective order, to the extent permitted by applicable law.
8.2. Until full payment, the Buyer must store the products properly, keep them free from third-party rights, and, if permitted by law, cooperate upon the Supplier’s request in enforcing the Supplier’s rights to the unpaid products. This section does not limit rights that cannot be restricted under mandatory rules of law.
9. Warranty and Claims
9.1. Warranty Period and Scope
9.1.1. The Manufacturer grants a 60 (sixty) month commercial quality warranty for the products, calculated from the day of delivery to the Buyer, unless agreed otherwise in writing in a specific contract. A longer or different warranty period may apply to certain products, which must be explicitly stated in the specific contract, offer, or another document agreed upon by the Parties in writing.
9.1.2. The warranty applies to manufacturing and material defects that cause the product to fail to meet the agreed technical and quality requirements, provided that the defect occurred during proper use of the product for its intended purpose and in compliance with the installation, operating, maintenance, and technical instructions provided by the Manufacturer.
9.1.3. The warranty covers only the obligations of the Manufacturer explicitly stated in these terms and in the specific agreement of the Parties. The warranty does not inherently cover product performance results, design solutions, installation works, works performed by third parties, or other services not explicitly included in the commitments undertaken by the Manufacturer.
9.1.4. The warranty is valid provided that the Buyer can substantiate the purchase of the product from the Manufacturer or its authorized sales partner and provides sufficient data to identify the product and the order. The Manufacturer has the right to request an invoice, order number, product model, serial number, delivery documents, or other reasonably necessary evidence.
9.1.5. If, due to the Buyer’s acts or omissions, it is impossible to reliably identify the product, determine the circumstances of its purchase, or evaluate the validity of the warranty claim, the Manufacturer has the right to suspend the processing of the claim until the Buyer provides the required information. If these circumstances cannot be resolved, the claim may be rejected to the extent there is a legal basis for doing so.
9.2. Procedure for Submitting and Reviewing Claims
9.2.1. The Buyer must inform the Manufacturer in writing of a noticed product defect immediately, but no later than within 5 (five) business days from its discovery, specifying the order or invoice details, product model, serial number, nature of the defect, and the date and circumstances of its discovery.
9.2.2. Along with the claim, to the extent reasonably possible, the Buyer shall provide photos or videos of the defect, information about the product’s installation, electrical connection, operating conditions, environmental impacts, and other data necessary to determine the cause of the defect.
9.2.3. The Manufacturer must be given an opportunity to inspect the product, perform diagnostics, and determine the cause of the defect. The Manufacturer has the right to demand delivery of the product to its specified diagnostic or repair location or, where technically justified, arrange another method of inspection.
9.2.4. Prior to the Manufacturer’s inspection and written decision, the Buyer has no right, without the prior written consent of the Manufacturer, to independently repair or modify the product, entrust its repair to third parties, or replace the product with another product and demand reimbursement of the costs of such actions from the Manufacturer. This restriction does not apply to the extent that mandatory rules of law provide otherwise.
9.2.5. The Manufacturer has the right to perform technical tests, request additional documents and information, verify installation conditions, and check other data that may be relevant to determining the cause of the defect. The Buyer undertakes to cooperate and provide reasonable conditions for such inspection.
9.2.6. Having evaluated the claim and available evidence, the Manufacturer shall inform the Buyer of the validity of the claim and the proposed method of resolution. If the claim is rejected, the Manufacturer shall state the main reasons established for the rejection.
9.2.7. If the Buyer fails to provide the requested information, does not deliver the product for diagnostics, or does not provide an opportunity to inspect the alleged defect, the processing of the claim may be suspended until the obstacles are removed. If, due to the Buyer’s acts or omissions, it is no longer possible to determine the cause of the defect, this may be taken into account when deciding on the validity of the claim.
9.3. Methods of Resolving Warranty Claims
9.3.1. Upon confirming that a defect is covered by the warranty, the Manufacturer has the right, taking into account the nature of the defect, feasibility of rectification, economic viability of repair, and applicable legislation, to choose one of the following methods of resolution:
- a) repair the product;
- b) replace the product with an identical product;
- c) if the identical product is no longer manufactured or cannot be delivered, replace it with a technically and qualitatively equivalent product.
9.3.2. The Manufacturer has the right to choose an economically and technically justified repair method, including the repair or replacement of an individual defective part, component, or module, provided that such a solution properly rectifies the confirmed defect and complies with applicable safety and quality requirements.
9.3.3. Replacing a product with a new one or refunding the price paid for the product is not automatically the first remedy for a warranty claim. If repair or replacement cannot be performed, if they would be disproportionate, or if other significant circumstances exist, the claim shall be resolved in accordance with the specific contract and applicable legislation.
9.3.4. If it is determined during diagnostics that a defect is not covered by the warranty, the Manufacturer may offer a paid repair. Such repair shall be performed only after prior written agreement with the Buyer regarding the scope of work, price, and other terms.
9.3.5. A repaired or replaced product, as well as a replaced part thereof, is warranted for the remaining period of the original product’s warranty term, unless the Parties agree otherwise in writing or applicable legislation provides otherwise.
9.4. Location and Costs of Warranty Service
9.4.1. Warranty diagnostics and repair are performed at the Manufacturer’s factory at the address: Parko g. 29, Avižienių k., LT-14198 Vilniaus r., Lithuania. Contacts: info@enimlighting.com, tel. +370 5 272 2425, unless the Manufacturer indicates another service location or procedure in writing.
9.4.2. The Buyer must arrange the delivery of the product for diagnostics or repair in advance and, at its own expense, ensure proper packaging and safe delivery of the product to the location specified by the Manufacturer. Unless the Parties agree otherwise in writing, the Buyer shall also cover the transportation costs for returning the product after diagnostics or repair, except in cases where such costs must be covered otherwise under applicable legislation.
9.4.3. The warranty does not inherently cover product dismantling, reinstallation, ensuring access to the product, scaffolding, lifting equipment, electrical wiring works, services of other contractors, facility suspension, or downtime costs. These costs shall be reimbursed only if the Manufacturer explicitly undertakes them by written agreement or if their reimbursement is mandatory under applicable legislation.
9.4.4. The Manufacturer is not responsible for installation, dismantling, transportation, storage, or other works organized by the Buyer, its customer, or third parties, nor for the costs of organizing such works, if the Manufacturer does not perform these works and has not separately assumed responsibility for their performance.
9.4.5. If a product is transported to or installed in a country other than the one in which it was purchased, this does not inherently create an obligation for the Manufacturer to organize local warranty service or cover additional costs of international transportation, local repair, or other services. The service location and allocation of costs shall be determined in accordance with these terms and specific written agreements of the Parties.
9.5. Warranty Exclusions
9.5.1. The warranty does not apply to the extent that it is determined that the defect or damage arose due to one or more of the following circumstances:
- a) use of the product for other than its intended purpose or non-compliance with the installation, operation, or maintenance instructions provided by the Manufacturer;
- b) improper installation, electrical connection, grounding, protective measures, ventilation, or non-compliance with other technical installation requirements;
- c) electrical network voltage fluctuations, power surges, improper power supply, improper control device, or other electrical conditions unsuitable for the product;
- d) improper storage or transportation after the risk of accidental loss or damage to the product passed to the Buyer under the contract;
- e) mechanical, thermal, electrical, or other external damage, drops, impacts, fire, lightning, water, moisture, sand, corrosion, dirt, or the impact of other environmental factors, if the respective product was not intended for such conditions or if such conditions exceeded its declared operational limits;
- f) improper maintenance, unauthorized cleaning agents or methods, normal wear and tear, or wear of naturally wearing parts;
- g) repair, modification, structural changes, or other interventions performed on the product without the prior written consent of the Manufacturer, if such actions caused the defect or influenced its occurrence;
- h) use of non-original, unsuitable, or non-Manufacturer-recommended spare parts, power supplies, control equipment, software, or other components, if this caused the defect or influenced its occurrence;
- i) connection of the product to equipment, control systems, or other devices whose compatibility with the product is not confirmed or whose use contradicts the technical requirements provided by the Manufacturer;
- j) removal, damage, or alteration of warranty seals, serial numbers, or other identification marks, if this makes it impossible to reliably identify the product or evaluate the claim;
- k) use of the product under conditions that do not comply with the specified protection class, permissible ambient temperature, humidity, chemical exposure, or other declared technical parameters;
- l) actions of third parties, accidents, natural disasters, or other circumstances beyond the Manufacturer’s control, if it is determined that they caused the defect.
9.5.2. The warranty does not cover the costs of periodic maintenance, regular inspections, cleaning, consumables replacement, replacement of naturally wearing parts, and software updates, except where such services are explicitly included in a separate written commitment of the Manufacturer.
9.5.3. The warranty does not cover product modification, adaptation, or additional works required for the product to comply with the national technical, safety, or other requirements of a country in which it was not ordered or whose requirements were not agreed upon at the time of ordering, unless the performance of such works is mandatory under applicable legislation or a separate agreement of the Parties.
9.5.4. If it is determined that a defect was caused by a circumstance specified in Clause 9.5.1, the Manufacturer shall not be liable for the costs of rectifying such a defect under this warranty. The mere existence of a circumstance is not in itself sufficient grounds to reject a claim if it did not influence the occurrence of the defect and does not prevent a reliable evaluation of the claim.
9.6. Limitation of Liability
9.6.1. To the extent permitted by applicable legislation, the Manufacturer is not liable for indirect losses, including lost revenue or profits, business interruption, production or facility downtime, claims asserted by third parties, contractual fines or penalties that the Buyer is obliged to pay to its customers, and additional organizational expenses arising from a product defect.
9.6.2. Unless the Parties separately agree otherwise in writing, the Manufacturer is not liable for the obligations of the Buyer or third parties under separate contracts, including the Buyer’s contracts with contractors, designers, installers, customers, or end-users.
9.6.3. The limitations of liability set forth in this section do not apply to the extent that liability cannot be limited or excluded under mandatory rules of law, including liability for intent or gross negligence where such limitation is prohibited by legislation.
9.6.4. These warranty terms apply to the commercial relations between the Manufacturer and the Buyer when the Buyer purchases products for the purposes of its business, trade, or professional activity.
9.6.5. If special warranty terms are explicitly established in a specific contract, they shall prevail over these general terms to the extent that specific provisions contradict each other.
10. Limitation of Liability
10.1. The Supplier is not liable for indirect losses, including lost profits, loss of revenue or business, consequences of project delay, downtime, third-party claims, or damage to reputation, except where such limitation of liability is not permitted by mandatory rules of law or the damage was caused intentionally or due to gross negligence.
10.2. To the extent permitted by applicable law, the total liability of the Supplier under a specific order shall not exceed the price of the products actually paid by the Buyer for that order from which the claim arose. This limitation does not apply to liability that cannot be limited under mandatory rules of law.
10.3. The Buyer must take reasonable actions to prevent losses and mitigate their amount.
11. Force Majeure and Other Uncontrollable Circumstances
11.1. A party shall not be liable for failure to perform or delay in performing obligations to the extent directly caused by circumstances reasonably beyond its control and whose consequences could not be avoided. This may include natural disasters, war, terrorism, epidemics, strikes, prohibitions by government authorities, major transport or energy supply disruptions, and supply chain disruptions.
11.2. The affected party must inform the other party of such circumstances within a reasonable timeframe and make reasonable efforts to mitigate their impact. Deadlines for the fulfillment of obligations shall be extended for the duration that the impact of such circumstances reasonably lasts.
12. Applicable Law and Disputes
12.1. These Terms and transactions concluded thereunder shall be governed by the law of the Republic of Lithuania.
12.2. The parties shall endeavor to resolve disputes through negotiations. In the event of failure to reach an agreement, the dispute shall be resolved in a competent court of the Republic of Lithuania in accordance with applicable rules of jurisdiction.
13. Project Protection
13.1. The Supplier may grant project protection to the Buyer for a specific project only if the Buyer actively contributed to the development of the project, specification of products, or attraction of the final customer, and the project is registered in advance and confirmed by the Supplier in writing.
13.2. The project registration must provide sufficient information to identify the project, including the end customer, project name or location, estimated scope of products, and the Buyer’s contribution. The mere submission of a registration does not grant protection; it is valid only upon receiving explicit written confirmation from the Supplier.
13.3. If the Supplier confirms exclusive supply through the Buyer in writing, protection applies only to the confirmed project and the confirmed scope. Protection does not grant the Buyer a general territorial or customer exclusivity right and does not restrict the Supplier’s activities in other projects.
13.4. Project protection is generally valid for 6 months from the date of confirmation; the Supplier may confirm a longer period in writing, but not exceeding 12 months. Protection may be extended only with the written consent of the Supplier.
13.5. The Supplier may revoke project protection, having informed the Buyer in writing, if the Buyer no longer takes active actions in the project, fails to respond to reasonable inquiries from the Supplier within 10 business days, fails to comply with agreed commercial terms, or if it transpires that the project was previously properly registered by another partner. The Supplier may also refuse protection if materially inaccurate or incomplete information was provided in the registration.
13.6. Project protection does not apply to general customer inquiries, projects of which the Supplier was already aware or which it independently developed prior to registration, or projects where the Buyer cannot substantiate the link with its contribution. In case of doubt, the scope of protection shall be determined according to the Supplier’s written confirmation.
14. Final Provisions
14.1. Any modifications to these Terms shall be valid only when confirmed in writing by both parties, except for price list updates pursuant to Clause 3.1.
14.2. If any provision of the Terms is declared invalid or unenforceable, this shall not affect the validity of the remaining provisions. The parties shall replace such provision with a lawful provision that as closely as possible achieves the original commercial purpose.
14.3. These Terms may be signed by electronic signature or by exchanging signed copies, if permitted by applicable law.
