General terms of sale and delivery

GENERAL TERMS OF SALE AND DELIVERY
Effective

Date: 2025-10-24

1. Scope
   1.1.These General Terms of Sale and Delivery (hereinafter referred to as the “Terms”) shall apply to the intention to order or
   to enter into a contract for all and any aluminium processing services (hereinafter referred to as the “Services”) and/or products
   and/or manufactured components and/or parts (hereinafter referred to as the “Products”) of UAB Alumingo, d.o.o., registered at
   111637280 (hereinafter referred to as the “Seller”), as well as to the specific orders, contracts and agreements of all the legal
   persons who have ordered the Services or the Products (“the Customer”), unless expressly agreed in writing otherwise.
   1.2. Any changes or variations to or from these Terms which are specified by the Buyer must be approved in writing by the
   Seller.
   1.3. The Terms may may not be signed separately, but may be made available to the Buyer on the Seller’s website
   https://alumingo.com/ or, at the Buyer’s request, may be forwarded by e-mail or physically delivered to the Buyer. The Terms may
   also be submitted together with other documents referred to in these Terms which deal with the individual terms and conditions
   of purchase/sale. If the Buyer agrees to the shipment or delivery of the Products/Services, or accepts the Products/Services, the
   Buyer shall be deemed to have accepted these Terms.
   1.4. The conclusion of the contract is dealt with in paragraph 4 of the Terms.
   1.5. The individual terms and conditions of sale shall be set out in the commercial offer sent to the Buyer (“Offer”).
   1.6. An Order under these Terms shall be deemed to be an offer by the Buyer to purchase Products/Services (“Order”).
2. Information on Products/Services
   2.1. Any information about the Services and/or Products, including, but not limited to, their weight, quality, technical and other
   data provided in catalogues, descriptions, prospectuses, advertisements, etc., regardless of whether the information provided
   orally, in writing, published on the Internet or sent to a particular Buyer, shall be deemed to be of an informational purposes only
   and shall constitute an obligation of the Seller only if the Seller expressly states as such in the Offer, the Order Confirmation or in
   the individually negotiated Special Terms and Conditions of the Contract (“the Special Terms”). Specific requirements of the
   Buyer shall only be binding if the Seller confirms in writing that it will comply with such requirements.
   2.2. In all cases, the Offer is non-binding unless otherwise stated.
   2.3. Any drawings or other documents relating to the Product or Service provided by the Seller to the Buyer in connection with
   the Offer shall be and remain the sole property of the Seller and shall not be copied, reproduced, given or disclosed by the Buyer
   to third parties without the Seller’s written consent. Any loss suffered by the Seller as a result of any breach of this clause shall be
   borne by the Buyer. All documents referred to above shall be returned immediately upon request by the Seller.
3. Price
   3.1. Prices for Products/Services are exclusive of Value Added Tax (“VAT”) and other taxes.
   3.2. Unless otherwise agreed, the Offer is valid for 7 (seven) days from the date of submission. The Seller reserves the right to
   adjust the agreed prices of undelivered/unpaid Services/Products in the event of changes in the exchange rate, increases in the
   prices of raw materials, materials, subcontractors, changes in taxes (including but not limited to customs duties), levies or
   insurance premiums, changes in wages, government intervention, or similar events which are little or entirely beyond the control
   of the Seller.
   3.3. The Buyer may not transfer the Offer to a third party.
4. Contract conclusion
   4.1. The Buyer’s approved Offer or the Seller’s Order Confirmation, which specifies individual terms and conditions for the
   sale of Products/Services identical to those set out in the Buyer’s approved Offer, together with these Terms and Conditions,
   constitute a single, valid, and legally binding sale and purchase agreement between the Seller and the Buyer (“the Agreement”).
   In the event of any discrepancies between these Terms and the conditions set forth in the Offer or the Order Confirmation, the
   conditions stated in the Offer and the Order Confirmation shall prevail.
   4.2. The Seller shall not be deemed to have accepted the Order until the Buyer has received the Seller’s written or electronic
   confirmation of the Order. If the Seller does not receive the Buyer’s written confirmation of the Seller’s acceptance of the Offer
   within the Offer Acceptance Period, the Buyer and the Seller (the “Parties”) shall be deemed not to have entered into the Contract.
   4.3. If the Buyer disagrees with the content of the Order Confirmation, the Buyer must submit its objection in writing and the
   Seller must receive it within 48 hours of the date of the Order Confirmation. If the Seller does not receive any objection within
   the aforementioned period, it shall be deemed that the Parties have entered into the Agreement.
   4.4. The Agreement shall also be deemed concluded when the Parties have signed the Special Terms and Conditions
   supplementing these Terms, which set out individual provisions regarding the Services/Products, their prices, delivery, payment,
   and other conditions. In the event of any inconsistency between the Terms and the Special Terms and Conditions, the provisions
   set out in the Special Terms shall prevail.
5. Quality
   5.1. The Buyer shall be responsible for ensuring that the technical data and all related materials meet the Buyer’s requirements;
   therefore, the Seller shall not be liable for the suitability of the Products/Services for the purpose intended by the Buyer.
   5.2. If the Buyer specifies that the Services or Products must comply with the technical specifications of a European (“EN”)
   standard, the Seller undertakes to ensure that the provided Services/Products meet the standard indicated by the Buyer. However,
   the Seller shall not assess whether such a standard is adequate for the result sought by the Buyer (i.e., for the intended use of the
   Product or Services).
   5.3. Certificates shall be provided only upon a specific agreement between the Parties. Where certificates are provided, the
   Seller’s warranty shall apply solely to the information stated in the certificate and only to the extent that it specifically relates to
   the Product manufactured or the Service provided by the Seller.
   5.4. Unless otherwise agreed in writing, the Product/Service shall conform to the Seller’s standard permissible deviations
   associated with ordinary quality, as defined by the agreed drawing or specification (parameters).
   5.5. In all cases, the Seller’s obligations concerning quality shall be limited to those expressly assumed by the Seller under the
   Agreement, meaning that the Seller undertakes to: (i) provide the Services in accordance with the technical parameters
   (specifications) previously indicated/approved by the Buyer, without any obligation as to the result or outcome of such Services;
   (ii) manufacture the Products in compliance with the technical parameters (specifications) previously indicated/approved by the
   Buyer.
6. Quantity
   6.1. A tolerance of ±10% from the stated quantity shall apply to the total quantity of Products delivered and/or the total scope
   of Services provided.
   6.2. All calculations based on the indicated weight, units or length specified shall be made in accordance with industry standards.
   6.3. Any information regarding weight provided in drawings shall be considered indicative only, unless otherwise agreed in writing.
7. Payment terms and conditions
   7.1. Payment shall be made within the time limits established by the Seller and specified in the Offer, the Order Confirmation,
   or the Special Terms and Conditions. If no payment terms are specified, payment shall be made in advance.
   7.2. For late payments, default interest shall accrue at a rate of 0.05 percent (0.05%) of the overdue amount for each day from
   the date the payment was due until the date the Seller receives the payment.
   7.3. In the event of a deterioration in the Buyer’s creditworthiness, the Seller reserves the right to modify the payment terms
   and/or suspend delivery at any time.
   7.4. The Buyer shall not be entitled to withhold payment for the Products/Services on the grounds of any counterclaims or
   complaints of any nature. The Buyer shall have no right to set off any counterclaims (if any) against the Seller.
   7.5. If delivery is suspended due to circumstances attributable to the Buyer, the Buyer shall settle accounts with the Seller as if
   the delivery had been made on the agreed date, unless otherwise instructed by the Seller in writing.
8. Retention of Title
   8.1. The Products shall remain the property of the Seller until the full purchase price and all related expenses have been paid to
   the Seller or its legal successor.
   8.2. The Buyer shall handle the Products with due care, maintain appropriate insurance coverage for the Products, and ensure
   their proper maintenance.
   8.3. Until the full purchase price has been paid, in the event that any third party acquires rights to the Products or any
   encumbrances arise, the Buyer shall promptly notify the Seller thereof in writing.
   8.4. In all cases, the retention of title shall not limit the Seller’s right to claim payment of the purchase price, and the Seller shall
   be entitled to choose the remedies it deems appropriate. The exercise of one remedy by the Seller shall not be deemed a waiver of
   any other remedies available to it.
9. Delivery
   9.1. Delivery shall be made on an EXW basis (Incoterms 2020) to the location specified in the Offer or, where applicable, in
   the Order Confirmation or the Special Terms and Conditions.
   9.2. The delivery period shall be specified in the Offer or, where applicable, in the Order Confirmation or the Special Terms
   and Conditions.
   9.3. The delivery period shall commence upon the Seller’s confirmation of the Order or upon the signing of the Special Terms
   and Conditions, but not earlier than the date on which the Seller receives the specifications, including approved drawings
   indicating measurements and dimensions. If such specifications are not received on the date of the Order Confirmation, the
   delivery period shall be calculated from the date on which the Seller receives them.
   9.4. If delivery is delayed by up to five (5) business days due to circumstances attributable to the Seller, the delivery shall in
   any case be deemed to have been made on time.
   9.5. If the Seller fails to deliver the Products/perform the Services within the specified delivery period, the Buyer shall be
   entitled to set, in writing, a reasonable final delivery deadline, which shall not be shorter than thirty (30) business days. If delivery
   is not completed within this final period set by the Buyer, the Buyer shall have the right to withdraw in writing from the delivery
   of the relevant Products/Services or part thereof.
   9.6. If the Buyer withdraws from the delivery of all or part of the Products/Services in accordance with Clause 9.5, the Buyer
   shall not be entitled to carry out a substitute purchase at the Seller’s expense, nor to claim any compensation for losses incurred.
   9.7. If the Seller fails to deliver the Products/Services within the final period as specified in Clause 9.5, both Parties shall act in
   good faith and cooperate to find a mutually acceptable solution to ensure delivery.
   9.8. If the delay occurs due to circumstances placing the Seller in a situation described in Clause 16 (“Force Majeure”), the
   delivery period shall be extended for as long as such circumstances persist.
   9.9. In all cases, the Seller shall promptly notify the Buyer of any delay and inform the Buyer of the revised delivery schedule.
10. Packaging
    10.1. Packaging, including pallets, shall be produced at the Buyer’s expense, unless it is expressly stated that such cost is included
    in the price.
    10.2. Packaging and pallets shall be returned only if specifically agreed between the Parties.
11. Cancellation and Amendments
    11.1. An Order may not be cancelled or amended unless the Seller provides written consent to such cancellation or amendment no
    later than ten (10) business days from the date of the Order Confirmation.
    11.2. The Buyer shall compensate the Seller for all costs and losses incurred as a result of such cancellation, the total amount of
    which shall in any case not be less than ten percent (10%) of the agreed purchase price of the cancelled Products, excluding VAT.
12. Product modifications
    12.1. The Seller reserves the right to modify the agreed specifications without prior notice, provided that this can be done without
    causing significant inconvenience to the Buyer.
13. Inspection of Products or Services and Claims
    13.1. The Buyer shall visually inspect the Products immediately upon receipt of the Services provided upon delivery. If
    insufficient quantities or inadequate Products/Services are delivered, the Buyer shall immediately notify the Seller.
    13.2. In the case of damage (including, but not limited to, quantity) occurring or otherwise visible during transport, the relevant
    damage must be documented on the bill of lading at the time of receipt.
    13.3. If the Buyer subsequently becomes aware of defects which, despite diligent inspection, could not have been detected by
    the Buyer at the time of delivery, the Buyer shall notify the Seller of such defects without delay, but in any event not later than
    within 5 (five) working days.
    13.4. Notwithstanding the provisions of Clause 13.3, the Buyer may make a claim for defects no later than twelve (12) months
    from the date of delivery, but in any event no later than the date of recycling or other use of the Products/Services.
    13.5. If the Buyer does not immediately inform the Seller as referred to in paragraph 13, the Buyer shall have no claim against
    the Seller in respect of the said defects or insufficient quantity.
14. Liability for defects
    14.1. The Seller shall be liable only within the limits specified in the Agreement, namely in Section 5 (“Quality”) of these Terms
    and in the Offer, the Order Confirmation, or the Special Terms and Conditions, where the individually agreed technical
    parameters/specifications are defined.
    14.2. The Seller is not be liable for:
    14.2.1. defects arising from the materials (raw materials) provided or from the drawings or specifications (parameters) supplied
    or determined by the Buyer;
    14.2.2. the suitability of the Products/Services for the Buyer’s intended purpose, except where the Seller has expressly agreed in
    writing to manufacture the Products/provide the Services for a specific purpose;
    14.2.3. the outcome or result of the Services;
    14.2.4. defects arising due to circumstances occurring after the Products/Services have been received or have passed into the
    Buyer’s possession, including but not limited to defects caused by: (i) improper and/or inaccurate use; (ii) modification
    or further development of the Products/Service results; (iii) improper storage (e.g., failure to protect against environmental
    exposure); (iv) inadequate maintenance; (v) incorrect installation and/or repair; (vi) normal wear and tear; (vii)
    reprocessing; and similar causes.
    14.3. If a justified claim is submitted in accordance with these Terms and within the time limits specified herein, the Seller shall,
    at its sole discretion, remedy the defect either by replacing or repairing the Product/Service. Such defect remediation shall be
    organized without undue delay and completed within a reasonably practicable period. The defect remediation shall normally be
    carried out at the location of the defective Product, except as otherwise provided in this Section 14. Upon the Seller’s request, the
    Buyer shall send the defective part or Product to the Seller and shall be responsible for the proper packaging and transportation of
    the defective part or Product. Once the defects have been remedied, the Buyer shall have no further claims against the Seller in
    respect of the defective Product/Service. The Seller shall acquire ownership rights to any Products that have been replaced or
    returned to the Seller.
    14.4. The Buyer shall bear any additional costs related to defect remediation incurred by the Seller as a result of the defective
    Products being located at a place other than the delivery location. If disassembly or reassembly involves items other than the
    Products, the Buyer shall bear the costs of such work and all related expenses.
    14.5. If the Buyer’s complaint is unfounded, the Buyer shall reimburse the Seller for all costs incurred in connection with the
    work performed, transportation of the Products, and any other expenses related to the attempted defect remediation.
    14.6. If the Seller fails to fulfill its obligations to remedy the defects within a reasonable period, the Buyer shall have the right to
    set, in writing, a reasonable final deadline for defect remediation, which shall not be shorter than ten (10) business days. If the
    defects are not remedied within this period, the Buyer may, at its discretion: (i) order new parts/Products at the Seller’s expense
    but at the Buyer’s risk, provided that the Buyer acts reasonably and in good faith and that the costs do not exceed the original
    purchase price paid by the Buyer to the Seller for the respective Product or part thereof; or (ii) request a proportional reduction of
    the agreed purchase price of the Product or part thereof, not exceeding ten percent (10%).
    14.7. The Seller’s liability shall remain valid for twelve (12) months from the date of delivery. In cases of return, replacement,
    or repair of parts, the Seller’s liability for defects shall remain valid for twelve (12) months from the date of delivery, replacement,
    or repair of the substitute parts, but in any event no longer than twenty-four (24) months from the date of the original delivery.
15. Limitation of liability
    15.1. The Seller shall be liable only for direct losses incurred by the Buyer that are duly documented. Accordingly, the Seller
    shall not be liable for any of the following losses or damages arising out of or in connection with the Agreement concluded under
    these Terms: (i) losses related to loss of production, profit, revenue, goodwill, or anticipated savings; (ii) loss or destruction of
    data; (iii) any other indirect or consequential loss or damage resulting from delays or defects in the delivered Products; (iv) damage
    to property caused by the Product or the result of the Services after delivery, when the Product is owned by or under the control
    of the Buyer.
    15.2. The Seller shall also not be liable for any damage to products manufactured by the Buyer or to products of which the
    Buyer’s products form a part.
    15.3. The Seller’s total liability for any loss or damage arising out of or in connection with the Agreement concluded under these
    Terms shall be limited to ten percent (10%) of the amount invoiced by the Seller to the Buyer under the respective Agreement. If
    no invoice has been issued, the limitation shall apply to ten percent (10%) of the order value under the respective Agreement.
    15.4. The limitations set out in Clauses 15.1 and 15.2 shall not apply in cases of gross negligence or willful misconduct by the
    Seller.
    15.5. The Seller shall not be liable for any advice or recommendations provided to the Buyer in connection with drawings or
    project design.
16. Force majeure
    16.1. The Seller shall be released from liability if any of the following circumstances prevent or unreasonably hinder the Seller
    from fulfilling the Agreement: labor disputes, supply chain disruptions beyond the Seller’s control (including, but not limited to,
    delays by suppliers of raw materials, production disruptions, shortages of raw materials or components, transportation
    interruptions), and any other circumstances reasonably beyond the Seller’s control, such as fire, war, terrorism, mobilization or
    comparable large-scale military call-ups, seizure, currency restrictions, riots or civil unrest, international blockades, shortage of
    transport capacity, general unavailability of products, power restrictions, extraordinary intervention by the EU or other authorities,
    government regulations, pandemics, or non-performance or delayed delivery by subcontractors caused by any of the circumstances
    listed in this Clause.
    16.2. If any of the circumstances referred to in Clause 16.1 arise prior to the submission of the Offer or the conclusion of the
    Agreement, the Seller shall be released from liability only if the impact of such circumstances on the performance of the
    Agreement could not reasonably have been foreseen at the time of its conclusion.
    16.3. If the circumstances referred to in Clause 16.1 adversely affect the Buyer, the Buyer shall compensate the Seller for any
    costs incurred in connection with the storage and protection of the Products or the results of the Services during such
    circumstances.
    16.4. If the circumstances referred to in Clause 16.1 prevent the performance of the Agreement for more than three (3) months,
    either Party shall have the right to terminate the unfulfilled part of the Agreement without any obligation to pay compensation.
    16.5. Upon the occurrence of any of the circumstances referred to in Clause 16.1, both the Seller and the Buyer shall notify the
    other Party thereof without undue delay.
17. Transfer of risk
    17.1. The risk of loss, damage, or accidental destruction of the Products shall pass from the Seller to the Buyer at the moment of
    actual delivery of the Products (e.g., upon the signing of the delivery note/waybill).
    17.2. The acceptance and transfer of the Product/Service shall be documented by the issuance of an invoice.
18. Return of Products
    18.1. Products may be returned only upon a specific agreement with the Seller.
    18.2. Where a return of Products has been agreed in accordance with Clause 18.1, a credit note shall be issued for the returned
    Products provided that such Products are undamaged. In the case of manufactured or factory-packaged materials, the credit note
    shall be issued only if the materials are in their original, undamaged packaging, unless otherwise agreed in writing.
19. Tools
    19.1. If the Agreement with the Seller provides for payment for the manufacture of tools at the factory (including, but not limited
    to, production ordered from third parties), the Buyer shall acquire only the right to use such tools and shall not obtain any
    ownership rights to the tools, nor any right to demand that the factory transfer such tools. These tools shall be stored for a minimum
    period of thirty-six (36) months from the date of last production, after which they may, at the Seller’s discretion, be destroyed
    without prior notice.
20. Prohibition of resale and use for certain purposes
    20.1. The Buyer warrants that the Products and/or the results of the Services shall not be used or resold for purposes related to
    chemical, biological, or nuclear weapons, or missiles capable of delivering such weapons.
    20.2. The Buyer warrants that the Products and/or the results of the Services shall not be sold to individuals, companies, or other
    organizations where the Buyer has information or reasonable suspicion that they are involved in any terrorist or drug-related
    activities.
    20.3. The Products and/or the results of the Services may be subject to export control regulations, which may restrict their sale
    to countries or customers subject to export or import prohibitions. When reselling the Products and/or the results of the Services
    to such countries or customers, the Buyer must comply with all applicable restrictions.
    20.4. The Buyer shall not resell the Products and/or the results of the Services if there is any doubt or reasonable suspicion that
    they may be used for purposes that would violate the above conditions.
    20.5. If the Buyer becomes aware of or suspects any violation of the above conditions, the Buyer shall immediately notify the
    Seller.
    20.6. The Buyer shall fully indemnify and hold the Seller harmless from any losses, damages, or claims arising from the Buyer’s
    failure to comply with Clauses 20.1–20.5.
21. Confidentiality
    21.1. The Parties undertake to maintain confidentiality in their mutual relations and shall not disclose to any third party, whether
    in writing, orally, or in any other form, any commercial, business, or financial information obtained in the course of cooperation
    under this Agreement. All terms and conditions of the Agreement, as well as any information related to its performance, shall be
    considered confidential.
    This Clause shall not prevent either Party from disclosing information to third parties where such disclosure is required by
    applicable law.
22. Sanctions
    22.1. The Buyer agrees and ensures compliance with all applicable sanctions, including import/export restrictions and export
    control laws and regulations established by the United States of America (“U.S.”), the European Union (“EU”), or the United
    Nations (“UN”), as well as, where applicable, by any other country or state, provided that such compliance does not conflict with
    U.S., EU, or Lithuanian law.
    22.2. The Buyer warrants that neither the Buyer, its owners, subsidiaries, members of its management, nor any of its employees
    are in violation of, under investigation for violations of, or acting on behalf of or under the control of any person or entity subject
    to sanctions imposed by the U.S., EU, or UN.
    22.3. The Seller shall not be obliged to sell, deliver, or transfer Products to the Buyer if such action would be prohibited under
    sanctions imposed by the U.S., the United Kingdom (UK), the EU, or the UN.
    22.4. The Buyer shall fully indemnify and hold the Seller harmless from any losses, damages, or claims arising from the Buyer’s
    failure to comply with Clauses 22.1 and 22.2.
23. Data Protection
    23.1. The Parties undertake to ensure the security of personal data and to process personal data lawfully, in accordance with the
    provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of
    natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive
    95/46/EC (“GDPR”), as well as other applicable legislation governing personal data processing.
    23.2. The Buyer understands and agrees that the Seller and the Seller’s subcontractors shall have the right to process and store
    the personal data of the Buyer’s contact persons, including their name, surname, and contact information. The Seller processes
    such information for the purpose of fulfilling its obligations to the Buyer, such as obligations related to customer relationship
    management and payment transactions.
    23.3. The Seller shall use appropriate contractual and technical measures to ensure the protection of personal data. The Seller
    shall retain personal data for as long as the business relationship is maintained.
24. Severability
    24.1. If any provision of these Terms becomes invalid, unlawful, or unenforceable, such circumstance shall not affect the
    validity, legality, or enforceability of the remaining provisions.
25. Disputes
    25.1. The Parties shall cooperate and make every effort to resolve all disputes and disagreements amicably.
    25.2. All disputes between the Buyer and the Seller arising out of or in connection with these Terms, their performance, or any
    circumstances related thereto shall be governed by the laws of the Republic of Lithuania.
    25.3. All disputes shall be settled exclusively by the courts of the Republic of Lithuania.