I. Definitions and Scope of Application
1.1. These General Sales Terms and Conditions of Via Aquaria UAB referred to hereafter as General Terms, define terms and conditions, under which Via Aquaria UAB undertakes the obligation to manufacture for consideration certain Products.
1.2. For the purposes of these General Terms:
1.2.1. Via Aquaria shall be “Via Aquaria UAB”, having its registered headquarters in Sandėlių 32, LT-95107, Lithuania, enterprise code – 141844534, VAT No. LT418445314, Registration No. AB99-160, in its capacity of a manufacturer.
1.2.2. Via Aquaria “Assignor” shall be any natural person or a legal entity, which has placed Purchase Order, further on PO or/and accepted Via Aquaria Quotation/Sales order for the manufacturing of certain Products.
1.2.3. “Quotation” shall be any written proposal, addressed from Via Aquaria to the Assignor, regarding the manufacture of Products and containing the exact quality, quantities and terms for manufacture.
1.2.4. “Purchase Order” shall be any written order addressed to Via Aquaria regarding the manufacture of Products and containing the exact quality, quantities and terms for manufacture.
1.2.5. “Manufacturing contract” shall be any written proposal, addressed from Via Aquaria to the Assignor, regarding the manufacture of Products and containing the exact quality, quantities and terms for manufacture.
1.2.6. “Product” shall be every item, that has been manufactured by Via Aquaria or that Via Aquaria undertook to manufacture.
1.3. These General Terms shall be obligatory to all Assignors. The Assignors shall accept the General Terms by confirming in any written form the Quotation or placing Purchase Order. Purchasing conditions of the buyer or any other unilaterally diverging agreements shall be considered accepted only if they are confirmed by Via Aquaria in any written form.
1.4. General Terms:
1.4.1. These General Terms are a supplement to the terms and conditions, set in the offers, quotations, order confirmations and the contracts;
1.4.2. Any terms and conditions, different from those in the General Terms, may be specified in the quotations and offers, signed between Via Aquaria and the Assignors.
1.4.3. When there is a controversy between the terms and conditions agreed by the parties in the Quotations, Purchase, Manufacturing contracts and the General Terms, the terms and conditions of Manufacturing Contract or Sales Order shall be valid.
1.5. Via Aquaria shall be entitled at any time to change and amend the General Terms by publishing their current version on the following web-addresses: www.viapromo.co.uk/contact/generalsalesterms
II. Signing and Validity of the Contracts
2.1. Via Aquaria shall conclude written Quotation, Manufacturing contract or Purchase order with the Assignor for the manufacturing of certain Products. The Quotation, Purchase Order or Manufacturing Contract shall contain the specifics of the Product, the quantity, the price, the term of manufacture, delivery terms and payment.
2.2. Via Aquaria:
2.2.1. has the right to refuse to accept a Purchase Order in case that after the sending of the Quotation unexpected or unpreventable events have occurred, that may hinder the fulfilment of any obligations undertaken by Via Aquaria, including lack of materials on the market, failure in the technical equipment, strikes, epidemic outbreaks and etc.
2.2.2. shall not owe to the Assignor any compensation or defaults in case that the above events may occur.
III. Terms for manufacturing and delivery
3.1. Via Aquaria shall manufacture the Products, subject to the Purchase Order, Quotation or Manufacturing Contract in terms settled.
3.2. The Terms under the previous paragraph shall start on the latest of the following dates:
3.2.1. the day of accepting Purchase Order or signing of the Manufacturing Contract;
3.2.2. the day on which Via Aquaria receives an advance payment, if so agreed in the Quotation, Purchase order or Manufacturing Contract;
3.2.3. the date of approval and signing by Assignor of the artwork of the Product ordered if such have been stipulated in the Quotation, Purchase order or Manufacturing Contract;
3.2.4. the day on which Via Aquaria has received all the necessary materials for the manufacture of the Products, if such have been stipulated in the Quotation, Purchase order or Manufacturing Contract;
3.3. In case that one party delay to fulfil in time all his obligations, undertaken in the Quotation, Purchase order or Manufacturing Contract or through these General Terms, the terms for the fulfilment of obligations by another party shall be prolonged with the time of the first party delay.
3.4. When the offer specifies that the delivery conditions shall be “DDU”, Via Aquaria shall pay the expenses for the freight, transportation and the cargo-insurance of the Products to one destination in the country, specified in the Quotation, Purchase order or Manufacturing Contract.
3.5. Unless the Quotation, Purchase order or Manufacturing Contract specifies else, all clichés, creasing forms and other appliances, necessary for the manufacture of the Product, which had been paid for or provided by the Assignor, shall be stored by Via Aquaria for at least 6 (six) months as of the date of execution or termination of the Quotation, Purchase order or Manufacturing Contract. In case that the Assignor claims some or all of the above appliances, he shall be able to receive them at Via Aquaria factory (Ex-works).
IV. Quality of Products and Tolerances
4.1. Via Aquaria manufactures the Product, subject to Manufacturing Contract.
4.2. Assignor agrees to accept Product, manufactured with following tolerances:
4.2.1. +/- 5 % for the weight per square meter of paper;
4.2.2. +/- 2 mm for the size of the Product made from paper;
4.2.3. +/- 2 mm. for the positions of the paper bag handles, and the openings;
4.2.4. +/- 2 mm. for the position on the printed logo on the spine of the ring binder, slipcase.
4.2.5. +/- 2 mm. for the position of fingering on the spine the ring binder, slipcase.
4.2.6. +/- 2 mm. for the position of the logo on boxes made from 1,2 mm, 1,7 mm, or 2 mm bookish cardboard.
4.2.7. +/- 5 mm. for the position of inside printed or not printed paper on ring binders from binders edges.
4.2.8. +/- 2 mm. for the position of the PVC pocket on the ring binder.
4.2.9. Via Aquaria shall take all the necessary steps to reproduce the print colours, approved by the Assignor. Assignor agrees to accept Product, manufactured with following maximal tolerances in the colours:
188.8.131.52. ΔΕ*Lab=4 for printing colours;
184.108.40.206. ΔΕ*Lab=8 for material colours.
4.3. Assignor shall accept deviation in the quantity of Product up to +/- 10 % for paper bags and boxes and 7 % for binders, rigid boxes, slipcases and other products from bookish cardboard. Via Aquaria shall invoice real delivered quantity at price, provided in Quotation, Purchase Order or Manufacturing contract.
4.4. When the parties of the Quotation, Purchase Order or Manufacturing contract have agreed expressly that the Assignor has the right to approve a sample from the first batch of printed or manufactured Products, the Assignor shall send to the Via Aquaria plant his representative, duly authorized, at the time specified by Via Aquaria or Via Aquaria shall send a sample for approval to address specified by Assignor. All sample postage expenses are subject of extra cost unless specified otherwise in the Quotation, Purchase Order or Manufacturing contract and these expenses will be covered by Assignor.
4.5. In case that the representative of the Assignor shall not approve the sample, the Quotation, Purchase Order or Manufacturing contract shall be terminated and the Assignor shall pay Via Aquaria all the expenses made by Via Aquaria for the starting of the manufacturing process, according to the terms and conditions of the Manufacturing Contract.
4.6. Via Aquaria shall have the right to add small elements in the graphic design of the Product, if they do not change thoroughly their overall look, but are necessary for the manufacturing of the Products. These mandatory changes in graphic design have to be approved in written form by Assignor.
4.7. Via Aquaria shall pack the Products in any packing that shall preserve their quality during the transportation.
4.8. Via Aquaria shall comply with any other requirements to the Products packing, labelling and other characteristics, only if those requirements had been expressly stipulated in the Quotation, Purchase Order or Manufacturing contract.
V. Warranty and Claims
5.1. The Assignor shall have the right to put in a claim for any defects no later than one month as of the day of receiving the Products, and for the quantity of the received products – at the moment of their receiving.
5.2. Any claims shall be sent by e-mail or post to the office of Via Aquaria. If Assignor uses e-mail sending claim, and not received written receipt confirmation from Via Aquaria in 3 working days, Assignor must send claims by post.
5.3. Any claims shall be accompanied by samples or pictures of defected products.
5.4. Only products that are unfit for their intended use shall be liable to be claimed. In order to establish the percentage of the unfit Products, a quantity of the production no smaller than 0.5 % (half percent), chosen randomly, shall be examined.
5.5. If asked by Via Aquaria Assignor has to return the Products, for which he is putting a claim for, in order to receive any compensation for this claim. The parties may agree that only a part of the Products shall be returned.
5.6. Any deviations from size, print, etc. beyond the ones set above, shall be considered as the grounds for a claim, only if at least 3% (three percent) of the Products have such deviations.
VI. Confidentiality and Intellectual property
6.1. Each part must protect the good name, trade secret and intellectual property of other parts. Each part must consider offers, prices and all information regarding Contract as confidential.
6.2. The Assignor shall provide Via Aquaria with the necessary cooperation and assistance for the fulfilment of the contractual obligations of Via Aquaria.
6.3 Via Aquaria shall have the right to retain small quantities of the Products manufactured for their subsequent use as samples at commercial exhibitions, catalogues and etc.
6.4. Via Aquaria shall have the right to use pictures of manufactured Products in its websites, newsletters and other material with the written approval of Assignor.
6.5. Via Aquaria shall not be liable for any unsettled disputes regarding copyright © on the design and the trademarks, used during the manufacturing the Products.
6.6. Via Aquaria shall not be liable for any claims by the third party regarding the design and the trademarks, used during the manufacturing of the Products.
VII. Termination of the Purchase order or Manufacturing Contract and Defaults
7.1. Purchase order or Manufacturing Contract shall be terminated:
7.1.1. with the fulfilment of the subject of the Contract;
7.1.2. by the mutual agreement of the parties;
7.1.3. with written notification by the right part to the fault part in case of default in the fulfilment of the contractual obligations with more than twenty days;
7.1.4. with a written notification when the other party has become insolvent or over-indebted or in case of bankruptcy or liquidation.
7.1.5. in other cases, according to the Contracts.
7.2. The termination under the conditions above does not discharge the Assignor from the obligation to pay all the expenses, made by Via Aquaria in regard to the fulfilment of the assignment.
7.3. In the case of 7.1.3. the fault part shall pay the right part default to the amount of 20 % (twenty percent) of the value of the Products, subject of the Contract or Purchase order.
7.4. When one of the parts delay fulfilling its contractual obligations, this part shall pay a daily default to the amount of 0.5 % (half percent) of the amount of the ordered products, but no more than 25 % (twenty-five percent) of the price of the Products.
VIII. Other Regulations
8.1. All disputes about the existence or the validity of these General Terms or their violation, including disputes about their interpretation, termination, fulfilment or non-fulfilment shall be settled through negotiations and in respect of the mutual interests of the parts. In case that the parts do not reach an agreement, the dispute shall be settled in the competent court at the registered seat of Via Aquaria, if that does not contravene the imperative regulations of the Civil Procedure Code.
8.2. For any unsettled issues, Lithuanian Law for the Obligations and Contracts shall be applied.
IX. The validity of General Terms
1.1. These General Terms are valid from 2020 July 1st. Reference to General terms is given on the Quotation, Sales Order, Sales Invoice, Manufacturing contract.