CONTRACT OF PURCHASE AND SALE
201_ ______________ (date)
_______________
(venue)
[name] UAB, registered at [address], registration number [registration number], hereinafter
referred to as the Seller, represented by [position, full name], acting pursuant to [basis for
representation],
and
[name] UAB, registered at [address], registration number [registration number], hereinafter
referred to as the Buyer, represented by [position, full name], acting pursuant to [basis for
representation], hereinafter collectively referred to as the Parties, have entered into the following
contract of purchase and sale, hereinafter the Contract:
SECTION I. GENERAL CONDITIONS OF THE CONTRACT
1.
The Seller hereby agrees to transfer [specify and describe specific goods; in the event
purchase involves considerable amount of goods or the goods are of complicated
description, the goods for purchase can also be listed in an annex to the Contract, with a
reference here to the respective annex] (hereinafter the Goods) and to transfer the property
rights to the Goods, while the Buyer agrees to accept quality Goods [detailed information is
recommended, if you act as a Buyer under the Contract] and to pay for them the price as
provided in the Contract.
2.
The Seller shall, together with the Goods, to provide free of charge full relevant information,
usage instructions and other information required for adequate use of the Goods. Full information
shall be provided in Lithuanian [or indicate a different language].
3.
The Seller represents that the Goods are free from every pledge, there are no restrictions
of disposal, control or use of the Goods, and there are no claims by the third parties with respect
to the Goods.
SECTION II. HANDOVER OF GOODS
1.
At the time the Seller transfers and the Buyer accepts the Goods, the Goods transferacceptance form shall be signed. The Seller agrees to transfer the Goods to the Buyer [date and
time], while the Buyer agrees to accept quality Goods [detailed information is recommended,
if you act as a Buyer under the Contract] [place and address]. Goods selected and ordered
by the Buyer shall be transferred to an authorised representative of the Buyer, which certifies the
receipt of suitable Goods by signature in the Goods transfer-acceptance form.
2.
The Seller shall be deemed as adequately executed its obligation to transfer the Goods,
provided it transferred the Goods adequately and in timely manner, with quantity, quality, range
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and other specifications meeting the requirements of the Contract and legislation. The Buyer shall
be deemed adequately executed its obligation to accept the Goods, provided it has accepted all
quality Goods submitted to the same [detailed information is recommended, if you act as a
Buyer under the Contract], with quantity, quality, range and other related specifications in line
with the Contract and legislation.
3.
Property rights to the Goods shall be transferred to the Buyer once the Parties sign the
Goods transfer-acceptance form. In the event, in line with legislation, an Item requires registration
with the public register, the property rights shall pass as of successful registration within the public
register. Both duty and costs related thereto when registering the Goods within the public register
are born by the Buyer, except where the Parties agree differently.
4.
The Seller agrees to pay full delivery costs until the place of delivery of the Goods under
section II clause 1 of the Contract.
SECTION III. PRICE AND SETTLEMENT FOR GOODS
1.
At a request of the Buyer, the Seller shall sell the following Goods: [specify the goods].
Quantity of the Goods shall be [specify quantity].
2.
Price of an Item shall be LTL [price] plus VAT. Price of total quantity of the Goods shall be
LTL [unit price x quantity] plus VAT of LTL [VAT amount]. Total price shall be: [price of total
quantity of the Goods including VAT].
3.
Once the Buyer signs the Goods transfer-acceptance form, the Seller agrees to submit a
VAT invoice to the Buyer within [specify deadline (in days, months, etc.)]. Adequate submission
of an invoice shall include dispatch of an invoice to the registered address of the Buyer using
registered mail, direct delivery of an invoice to the registered address of the Buyer or dispatch of
an invoice at the email address provided in the Contract below.
4.
The Buyer shall pay an amount due for the Goods sold by the Seller as follows:
4.1.
LTL [amount in numbers] (LTL [amount in words]) [payment deadline];
4.2.
the remainder of LTL [amount in numbers] (LTL [amount in words]) shall be
transferred to the account of the Seller within [time] business days after receipt of
an invoice.
5.
The Buyer shall pay for the Goods by transfer to a bank account provided herein or in any
subsequent written notices on the part of the Seller.
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SECTION IV. QUALITY AND WARRANTY OF GOODS
1.
The Seller guarantees that the Goods supplied hereunder shall be free from any defects,
shall comply with valid specifications, drawings, samples or any other descriptions as supplied to
the Buyer, shall be of ideal market quality and adequate for the intended purpose. In the event
the Buyer and the Seller fail to discuss individual quality of the Goods, the same quality shall be
at minimum as one that the Buyer can reasonably expect given materials, technologies used for
production of respective Goods as well as requirements usually applicable to objects of the same
type.
2.
The Seller shall provide a warranty for the Goods for [specify deadline (in days, months,
etc.)]. Warranty period shall run from the date of acceptance of the Goods and the moment the
documents supporting this fact are signed. In case the Seller replaces an item or eliminates its
defect in course of the warranty period, the same period shall be suspended with regard to specific
item since the submission of the warranty claim and shall be renewed once the Seller submits
and the Buyer accepts a replaced/repaired item.
3.
In the event of any inconsistency in quantity, range, quality or other specifications at the
time of acceptance of the Goods as well as throughout the warranty period, the Seller shall, save
as provided by section IV clause 4 hereof, on request of the Buyer, immediately (no later than
[specify deadline]) replace Goods that fail to comply with quality requirements or assembly with
goods of adequate quality or eliminate such defects or respectively reduce price of the Goods or
reimburse the costs of elimination of defects in the Goods and eliminate damages suffered by the
Buyer on this ground. Should the Seller fail to replace the Goods that do not comply with the
requirements immediately with new ones or fail to eliminate defects in the same Goods with the
deadline provided herein, the Buyer shall be free to eliminate defects using its own funds, while
the Seller agrees to reimburse full costs as suffered by the Buyer and to pay a fine to the Buyer
[specify value of the fine] so as to cover administration costs of the Buyer.
4.
The Seller shall not reimburse any damages on the part of the Buyer due to new defects in
the Goods, provided the same defects appear as a result of inadequate transportation, storage
or use of the Goods by the Buyer.
SECTION V. SANCTIONS FOR FAILURE TO COMPLY WITH THE PROVISIONS OF THE
CONTRACT
1.
The Buyer shall, when in breach of section III clause 4 of the Contract, pay to the Seller
default interest of [specify percentage of the default interest] per payment day delayed, based
on the amount outstanding. The Buyer shall, when in breach of section II clause 2 of the Contract,
pay to the Seller penalties of [specify amount in numbers and in words] per day delayed of
collection of the Goods.
2.
The Seller shall, when in breach of section II clause 1 of the Contract, pay to the Buyer
penalties of [specify amount in numbers and in words] per day delayed of delivery of the
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Goods and/or supply the Goods adequately. The Parties represent that the penalties provided
herein are deemed equitable. The Parties also agree that these penalties are of a right size and
shall not be reduced, regardless that part of the obligation had been carried out. The Parties
recognise that the value of the same penalties is treated as minimum undisputable damages
suffered by the aggrieved Party, to be reimbursed to the aggrieved Party as a result of breach
(noncompliance) of the Contract, without requiring any evidence to support the value of the
damages.
SECTION VI. EFFECT AND TERMINATION OF THE CONTRACT
1.
The Contract shall enter into effect when signed and shall expire on complete performance
of all obligations hereunder or on the expiry of the Contract on the grounds provided herein or by
the laws.
2.
The Contract may be terminated unilaterally by either Party, based on a notice served to
the other Party [specify deadline], provided all of the following conditions exist:
2.1. either Party fails to carry out one or several obligations based on the Contract or fails
to do so adequately; and
2.2. once the aggrieved Party provides a written request requiring to honour an obligation
or eliminate defects in performance, the other Party fails to comply within a reasonable
deadline established by the aggrieved Party.
3.
The Contract may be terminated on discretion of either Party, based on a notice of 30 (thirty)
calendar days served to the other Party of the Contract, provided the other Party is in material
breach of the Contract. Apart from cases provided by articles 6.217 and 6.379 of the Civil Code
of the Republic of Lithuania, the Buyer shall be deemed in material breach of the Contract only
where it fails to effect any payment for the same amount in excess of 15 (fifteen) calendar days
after receipt of a written claim from the Seller regarding amount outstanding for the Goods
supplied.
4.
A Party to the Contract, prevented from performance of contractual obligations due to other
Party’s failure to execute obligations shall inform the other Party to the Contract in writing of
existence of the said circumstances within 15 (fifteen) calendar days. Delayed or inadequate
information of the Party or failure to submit information shall deprive respective Party of the right
to rely on the above circumstances as a ground releasing from liability for the untimely/inadequate
performance or failure to perform of the obligations undertaken.
5.
Where the Contract is terminated prematurely for the fault of either Party, the Party in breach
of the Contract shall reimburse the other Party against all direct damages suffered as a result.
Compensation of the damages under the Contract or payment of penalties shall not release the
Party from adequate performance of the contractual obligations.
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6.
Either Party to the Contract shall be released from liability for failure in performance of the
obligations, in case it proves that performance of the said obligations was impossible given
circumstances of force majeure, that the Party was unable to foresee, avoid or eliminate at the
time of entry into the Contract. The other Party shall be informed of the circumstances in question
immediately, no later than in 5 (five) business days. Either Party failing to inform on time and in
default of its obligations shall be liable for damages that otherwise could have been prevented.
7.
Either Party shall be free to terminate the Contract unilaterally in an extrajudicial procedure,
where the other Party is prevented from adequate performance of the contractual obligations by
the circumstances of force majeure in excess of 60 (sixty) calendar days. Provision of written
notice and expiry of the deadline for termination of the Contract above shall be a legal fact serving
for termination hereof.
SECTION VII. CLOSING PROVISIONS
1.
All data and information mutually received by the Parties as well as data and information
learned by the Parties in the process of performance hereof shall be strictly confidential. The
Parties agree to keep confidential and to refrain from disclosure to the third parties any
information, received when performing this Contract (both during the period of the Contract and
after the expiry thereof); the Parties shall further refrain from using this information for any other
purposes other than for the performance of the Contract. Confidential information may only be
disclosed when so required by the legislation of the Republic of Lithuania or disclosure of the such
information is necessary for the performance of the obligations of a Party under the Contract.
Either Party shall, in case of breach of confidentially principle, reimburse full damages suffered
by the other Party due to the said breach.
2.
Any supplement and amendment to the Contract shall only be valid when executed in
writing, approved and signed by authorised representatives of both Parties.
3.
In the event any provision of the Contract becomes invalid or unenforceable, respective
provision shall not invalidate the entire Contract. In this case it shall be immediately replaced,
based on a written agreement of the Parties with a new valid, binding and enforceable provision,
to be as similar as possible with regard both to the meaning and contents to the provision no
longer valid or enforceable.
4.
All notices shall be deemed to be adequately served on the other Party, provided they are
delivered to the Parties in person, sent by registered mail, fax or email. Notices shall be sent using
address of the Party to receive respective notice or news, as indicated at the bottom of the
Contract, or using any other address provided by the same Party in a written notice to the other
Party. Both notices and other information shall be deemed to be adequately served on the same
day when served in person; or on the day of actual receipt, when sent by registered mail with
postage prepaid (acknowledging the receipt in written); or on the next business day after sending
by fax and/or email (acknowledging the receipt in written).
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5.
The Parties agree to immediately inform each other as of changes in the details (requisites)
provided herein.
6.
The Parties shall settle all disputes based on the Contract via mutual negotiations. The
Parties agree that any dispute, inconsistency or disagreement, based on the Contract, when
impossible to be resolved in amicable negotiations within 30 (thirty) calendar days from the
opening of negotiations, shall be settled by the courts of the Republic of Lithuania in accordance
with the legislation of the Republic of Lithuania (in case both Parties so agree, these disputes
can be settled at arbitration).
7.
The law on the Republic of Lithuania shall govern the relations based on the Contract (or
specify the choice of the law of a Party applicable).
8.
The Contract is done in English in two counterparts, each with equal legal power. A
counterpart of the Contract shall be given to the Buyer, and the other one, to the Seller.
9.
The Seller represents to be an entity duly established and operating under the laws of the
Republic of Lithuania, having a right to sell the Goods provided herein.
10. The Buyer represents to be an entity duly established under the laws of the Republic of
Lithuania, to be solvent and furthermore that no insolvency of the Buyer is reasonably /
demonstrably expected; the Buyer also holds every power to purchase the Goods in accordance
with the conditions and procedure provided herein.
11. The individuals signing the Contract certify to have every right and authority necessary for
the entry into the Contract.
12. Unless the other Party grants its prior written consent, neither Party shall be free to transfer
its contractual rights or obligations (or part thereof). Any change in the shareholders or
management bodies of the Parties, reorganisation or assignment of control or ownership rights of
the Company in terms of object of civil rights shall not be deemed infringement of the same clause
and these steps shall not require approval by the other Party; however, the other Party shall be
informed of the same.
13. Unless the Contract provides different, failure to exercise any contractual right or remedy or
failure to do so in time shall not be treated as a waiver of the respective right or remedy. Unless
the Contract provide different, every waiver of rights shall only be valid when finalised in writing
and signed by a representative duly authorised by the Party waiving its rights.
14.
Annexes to the Contract below shall form an integral part of the Contract:
[List of annexes]
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The Parties have read the Contract, understood its contents and consequences and signed the
Contract as an instrument, meeting the interests and objectives of the Parties.
SECTION VIII. SIGNATURES AND DETAILS OF THE PARTIES
The Seller
[Name]
[Registered address]
[Telephone, fax]
[E-mail]
[Registration number]
[VAT payer number]
[Register storing data on the legal entity]
[Bank, bank registration number]
[Current account]
The Buyer
[Name]
[Registered address]
[Telephone, fax]
[E-mail]
[Registration number]
[VAT payer number]
[Register storing data on the legal entity]
[Bank, bank registration number]
[Current account]
On behalf of the Seller:
On behalf of the Buyer:
_________________________ Seal
Position, full name, signature
____________________________ Seal
Position, full name, signature
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