UAB Smart Factory

1. Applicability Conditions for Smart Factory, UAB
1.1. These general terms and conditions (‘general terms’) apply to all offers and agreements where Smart Factory, UAB (hereinafter referred to as the ‘supplier’) delivers goods and/or services, regardless of their nature or name, to the client.
1.2. Any deviations or additions to these general terms must be agreed upon by the parties in writing.
1.3. The application of any of the client's purchase or other terms is explicitly excluded.
1.4. Should any provision of these general terms be null and void or annulled, the remaining provisions remain fully applicable. In such cases, the supplier and client will consult to arrange new provisions that closely align with the intent of the original provisions.

2. Offers
2.1. All offers and communications from the supplier are non-binding unless the supplier indicates otherwise in writing. The client guarantees the accuracy and completeness of the information provided by or on behalf of the client to the supplier, except for obvious typographical errors, upon which the supplier bases its offer.

3. Price and Payment
3.1. All prices exclude VAT and other levies specific to products or services imposed by authorities. All quoted prices are in euros, and the client must pay in euros.
3.2. The client cannot derive any rights or expectations from any cost estimates or budgets issued by the supplier, unless otherwise agreed in writing. A budget communicated by the client is only considered a fixed price if explicitly agreed in writing.
3.3. If the agreement involves multiple natural and/or legal persons, each is jointly and severally liable to the supplier for the performance of the agreement.
3.4. The supplier’s administration provides conclusive evidence of the activities performed and sums due, subject to the client’s right to provide evidence to the contrary.
3.5. For periodic payment obligations, the supplier may adjust prices and rates in writing according to the agreement’s criteria within the specified period. If not explicitly provided for, the supplier may adjust prices and rates with at least three months’ written notice. The client may terminate the agreement with thirty days' written notice if they do not accept the price adjustment.
3.6. The agreement specifies the invoicing dates for the supplier's fees. Sums due are paid per the agreed payment terms or as stated in the invoice. The client cannot suspend payments or set off sums due.
3.7. If the client fails to pay on time, statutory interest for commercial agreements applies to the outstanding sum without a reminder or notice of default. If payment is still not made after a reminder, the supplier can pass on the claim for collection, and the client must pay all reasonable judicial and extrajudicial costs.

4. Duration of the Agreement
4.1. If the agreement is a continuing performance contract, it is for the term agreed by the parties or one year if no term is specified.
4.2. Agreements for a definite period automatically extend for the originally agreed period up to one year, unless terminated in writing by either party with three months' notice before the term ends.

5. Confidentiality and Hiring Employees of Supplier
5.1. Both parties must keep confidential all information received from the other party that is known or reasonably should be known to be confidential. This obligation does not apply if the information must be provided to a third party by law or for proper performance of the agreement.
5.2. Client acknowledges that supplier-provided software is confidential and contains trade secrets.
5.3. During the term of the agreement and one year thereafter, the client may only hire supplier employees with written consent, potentially subject to a reasonable fee.

6. Privacy and Data Processing
6.1. If relevant to the agreement, the client must inform the supplier in writing about compliance with personal data protection regulations.
6.2. The client indemnifies the supplier against claims by persons whose personal data are processed under the client’s responsibility.
6.3. The client is fully responsible for the data processed using the supplier’s services and guarantees that such data processing is lawful and does not infringe third-party rights.

7. Security
7.1. The supplier provides information security as specified in writing. If unspecified, security will meet a reasonable standard based on current technology, costs, and known risks.
7.2. Access or identification codes and certificates are confidential and must be treated as such by the client. The supplier may change these codes and certificates, and the client is responsible for managing authorizations.
7.3. The client must adequately secure its systems and infrastructure.

8. Retention of Title, Reservation of Rights, and Suspension
8.1. All goods delivered to the client remain the supplier’s property until full payment is received. The client may sell goods subject to retention of title in the normal course of business.
8.2. Property-law consequences of retention of title are governed by the laws of the destination state if those laws favor the supplier.
8.3. Rights are granted or transferred to the client only after full payment of sums due.
8.4. The supplier may retain information, documents, software, and data files until all sums due are paid.

9. Transfer of Risk
9.1. The risk of loss, theft, misappropriation, or damage of goods, information, documents, software, or data files passes to the client when under the client’s or an auxiliary person’s control.

10. Intellectual Property
10.1. All intellectual property rights to software, websites, data files, databases, hardware, training materials, and other developed or made available materials remain with the supplier or its licensors. The client is granted a non-exclusive, non-transferable, non-pledgeable, and non-sublicensable right to use such materials.
10.2. Any transfer of intellectual property rights must be explicitly agreed in writing and does not affect the supplier’s right to continue developing similar software or materials.
10.3. The client may not remove or alter any intellectual property indications on the software, websites, data files, hardware, or materials.
10.4. The supplier indemnifies the client against third-party claims of intellectual property infringement by supplier-developed materials, provided the client promptly informs the supplier and cooperates in the defense.
10.5. The client guarantees that no third-party rights are infringed by making materials available to the supplier for use, modification, processing, installation, or integration.
10.6. The supplier is not obliged to perform data conversion unless explicitly agreed.
10.7. The supplier may use the client's figurative mark, logo, or name in external communication.

11. Obligation to Provide Information and Render Assistance
11.1. Both parties acknowledge the importance of timely cooperation. The client must cooperate fully and timely.
11.2. The client ensures the accuracy and completeness of provided data, information, designs, and specifications. If inaccuracies are apparent, the supplier will request further information.
11.3. The client designates experienced contact persons to facilitate communication.
11.4. The client bears the risk of selecting the goods and services provided by the supplier and ensures the correctness and completeness of the requirements.
11.5. The client ensures that its employees and auxiliary persons involved in the agreement have the necessary knowledge and experience.
11.6. The workspace and facilities provided by the client must meet statutory requirements. The client indemnifies the supplier against third-party claims arising from unsafe situations in the client’s organization.
11.7. The client is responsible for managing and using the delivered products and services.
11.8. The client is responsible for ensuring the compatibility and proper functioning of hardware, infrastructure, and auxiliary software.

12. Terms and Deadlines
12.1. The supplier makes reasonable efforts to comply with agreed terms and delivery dates. Such dates are indicative unless explicitly stated otherwise.
12.2. If a term is likely to be exceeded, the supplier and client will consult on the consequences.
12.3. The supplier is in default only if a term is exceeded after a detailed written notice of default and a reasonable period for remedy have passed.
12.4. The supplier may postpone subsequent phases of activities until the client approves the previous phase in writing.
12.5. The supplier is not bound by deadlines if the agreement content or scope changes or if the client fails to fulfill its obligations.

13. Termination of the Agreement for Breach or by Serving Notice
13.1. Either party may terminate the agreement for breach if the other party fails to meet essential obligations after a detailed written notice of default and a reasonable remedy period.
13.2. Sums invoiced before termination remain due if performance has been properly delivered.
13.3. Agreements of indefinite duration may be terminated by written notice with a reasonable period, following consultation.
13.4. The client cannot terminate agreements for services entered into for a definite period before the end of the term.
13.5. Either party may terminate the agreement immediately if the other party faces suspension of payments, bankruptcy, or liquidation.

14. Supplier’s Liability
14.1. The supplier's total liability for imputable failures or other legal bases is limited to direct damages as specified.
14.2. Direct damage compensation is limited to the price stipulated in the agreement, with a maximum of EUR 500,000.
14.3. Liability for damage from death, bodily injury, or material damage is limited to EUR 1,250,000.
14.4. Liability for indirect damage, including lost profits and business interruption, is excluded.
14.5. The exclusions and limitations of liability are without prejudice to other exclusions and limitations in these general terms.
14.6. Exclusions and limitations do not apply to damage caused by intent or deliberate recklessness of the supplier’s management.
14.7. The supplier is liable for an imputable failure only after a detailed written notice of default and a reasonable remedy period.
14.8. The right to compensation arises only if the client reports the damage in writing as soon as possible.
14.9

. The client indemnifies the supplier against third-party product liability claims unless the client proves the loss was caused by the supplier.
14.10. Liability exclusions and limitations apply to natural and legal persons contracted by the supplier.

15. Force Majeure
15.1. Neither party is obliged to meet obligations prevented by circumstances beyond their control.
15.2. If force majeure lasts more than sixty days, either party may terminate the agreement in writing.

16. Adjustments and Extra Work
16.1. Extra work or deliveries requested or approved by the client are charged at agreed or applicable rates. The supplier may require a separate written agreement.
16.2. The supplier informs the client in writing about the financial consequences of extra work or additional deliveries.

17. Transfer of Rights and Obligations
17.1. The client cannot transfer or pledge rights and obligations under the agreement.
17.2. The supplier can transfer or pledge claims for payment to a third party.

18. Applicable Law and Disputes
18.1. Agreements are governed by Lithuanian law
18.2. Disputes are resolved by the competent court in the Lithuania

19. Performance of Services
19.1. The supplier performs services with care and to the best of its ability based on a best-efforts obligation unless a specific result is agreed upon in writing.
19.2. The supplier is not liable for misuse of access codes unless due to intent or deliberate recklessness of its management.
19.3. The supplier may replace personnel with equally qualified individuals.
19.4. The supplier is not obliged to follow client instructions that change the scope of services.

20. Service Level Agreement
20.1. Service levels are agreed upon in writing. The client informs the supplier about circumstances affecting the service level.
20.2. Availability measurements exclude maintenance and circumstances beyond the supplier’s control.

21. Backups
21.1. If relevant, the supplier makes complete backups per the agreed terms or weekly. Backups are kept with due care.
21.2. The client remains responsible for statutory obligations related to records and data retention.

22. Performance of Advisory and Consultancy Services
22.1. Advisory and consultancy services are performed independently and without client supervision.
22.2. The supplier does not commit to completion times due to various influencing factors.
22.3. Services are performed on usual working days and hours.
22.4. The client uses advisory or consultancy reports at their own risk.
22.5. The client may not disclose the supplier’s methods or content of recommendations without prior written permission.

23. Reporting
23.1. The supplier periodically informs the client about service performance. The client ensures that the information is disseminated within their organization.

24. Payment
24.1. If no payment schedule is agreed, sums related to services are payable monthly in arrears.

25. Purchase and Sale
25.1. The supplier sells equipment and goods as specified in writing.
25.2. The supplier does not guarantee the suitability of goods for the client’s intended use unless explicitly stated.
25.3. The obligation to sell does not include assembly or installation of materials and accessories.
25.4. The supplier does not guarantee error-free assembly instructions or stated features.

26. Delivery
26.1. Goods are delivered ex-warehouse unless otherwise agreed.
26.2. The purchase price excludes transportation and related costs.
26.3. The supplier may accept requests to remove or destroy old materials based on a written order.
26.4. The supplier installs equipment only if agreed in writing.
26.5. The supplier may deliver in partial deliveries.

27. Test Setup
27.1. Test setups are provided only if agreed in writing and may include conditions. The client is liable for test setup equipment.

28. Equipment Environment Requirements
28.1. The client ensures the environment meets supplier specifications for equipment.
28.2. The client ensures timely and adequate performance of third-party activities.

29. Guarantees
29.1. The supplier repairs or replaces defective equipment within three months of delivery. The guarantee does not include data conversion.
29.2. Client claims are limited to the guarantee in article 29.1.
29.3. Costs for repairs outside the guarantee are charged at applicable rates.
29.4. No obligations exist for defects reported after the guarantee period.

30. Third-Party Products or Services
30.1. Third-party terms apply to third-party products or services made available to the client.
30.2. If third-party terms are inapplicable, these general terms apply.

31. Product Properties
31.1. Supplier-sold equipment and goods are not medical devices under EU Regulation 2017/745.
31.2. The client is responsible for all required analyses, tests, and approvals for medical use.
31.3. The client assumes all risks and indemnifies the supplier for pharmaceutical and medical device manufacture.
31.4. The supplier assumes no liability for equipment or goods used for medical purposes.

32. Maintenance Services
32.1. Maintenance services are performed for equipment specified in the maintenance agreement.
32.2. Temporary replacement equipment is not provided.
32.3. Maintenance scope and service levels are specified in writing.
32.4. The client informs the supplier of malfunctions promptly.
32.5. The client assists with maintenance by providing access and equipment.
32.6. The client ensures data backups before maintenance.
32.7. An expert staff member from the client is available during maintenance.
32.8. The client may connect equipment not delivered by the supplier.
32.9. The client provides testing materials if needed.
32.10. The client bears the risk for equipment loss or damage during maintenance.

33. Maintenance Fees
33.1. Maintenance fees exclude costs for consumer articles, parts, and modifications.
33.2. Fees are due regardless of equipment use or maintenance.

34. Exclusions
34.1. Maintenance does not cover malfunctions from user errors or external circumstances.
34.2. Maintenance does not include repair of software installed on the equipment.
34.3. Costs for excluded maintenance are charged at applicable rates.
34.4. The supplier is not obliged to recover lost data.

35. Research and Complaints
35.1. The client must inspect delivered goods within three days and report defects within seven days.
35.2. Defects must be noted on delivery documents or reported in writing.
35.3. The supplier verifies submitted complaints.
35.4. Minor deviations do not justify complaints.
35.5. Client acknowledges technological limitations and cannot complain about unmet expectations.
35.6. Valid complaints result in repair or replacement of goods.