General sales terms and conditions

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I. Definitions and Scope of Application

1.1. These General Terms to the Manufacturing Contract of Via Aquaria UAB, referred to here after as General
Terms, define terms and conditions, under which Via Aquaria UAB undertakes the obligation to manufacture
for a 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 Lithuania, LT-93234
Klaipeda, Minijos str. 93, 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 signed a
Manufacturing Contract with Via Aquaria or has in any way other way assigned to Via Aquaria the
manufacturing of certain Products.
1.2.3. “Offer” 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. “Contract”, “Manufacturing Contract” shall be every Contract, concluded between Via Aquaria and
the Assignor.
1.2.5. “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 signing the Manufacturing Contract. Purchasing conditions of the buyer or any other unilaterally diverging
agreements shall be considered accepted only if they are confirmed by Via Aquaria.
1.4. General Terms:
1.4.1. These General Terms are supplement to the terms and conditions, set in the offers, order
confirmations and the contracts;
1.4.2. Any terms and conditions, different from those in the General Terms, may be specified in the offers
and in the Manufacturing Contracts, 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
Manufacturing contracts and the General Terms, the terms and conditions of Manufacturing Contract
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.eu, www.viapromo.ru

II. Signing and Validity of the Contracts

2.1. Via Aquaria shall conclude written Manufacturing Contract. with the Assignor for the manufacturing of
certain Products. The Manufacturing Contract shall contain the specifics of the Product, the quantity, the
price, the term of manufacture, delivery terms and payment.
2.2. All Manufacturing Contracts shall be deemed to be concluded by the time of its signing by the Assignor.
2.3. Via Aquaria:
2.3.1. has the right to refuse the signing of a Manufacturing Contract in case that after the sending of the
Offer, before it has been accepted by the Assignor, unexpected or unpreventable evens 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.
2.3.2. 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 Manufacturing Contract, within the terms
settled.
3.2. The Terms under previous paragraph shall start on the latest of the following dates:
3.2.1. the day of signing of the Manufacturing Contract;
3.2.2. the day on which Via Aquaria receives an advance payment, if so agreed in the Manufacturing
Contract;
3.2.3. the date of approval and signing by Assignor of the graphic project of the Product ordered, if such
have been stipulated in the 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 Contract;
3.3. In case that one party delay to fulfil in time all his obligations, undertaken in the Contract or through these
General Terms, the terms for fulfilment of obligations by other 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 Offer or Manufacturing Contract.
3.5. Unless the 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 twelve months as of the date of execution or termination of the 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 agree to accept Product, manufactured with following tolerances:
4.2.1. +/- 5 % for the weight per square meter of paper;
4.2.2. +/- 0.5 cm for the size of the Product made from paper;
4.2.3. +/- 0.7 cm. for the positions of the paper bag handles, the openings and the stamps;
4.2.4. +/- 0.5 cm. for the position on printed logo on spine of the ring binder, slipcase.
4.2.5. +/- 0.5 cm. for the position of fingering on the spine the ring binder, slipcase.
4.2.6. +/- 0.7 cm. for the position of logo on boxes made from 1,2 mm, 1,7 mm, or 2 mm bookish
cardboard.
4.2.7. +/- 0.7 cm. for the position of inside printed or not printed paper on ring binders from binders
edges.
4.2.8. +/- 0.5 cm. 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 agree to accept Product, manufactured with follow maximal tolerances in the colours:
4.2.9.1. ΔΕ*Lab=4 for printing colours;
4.2.9.2. ΔΕ*Lab=8 for material colours.
4.3. Assignor shall accept deviation in quantity of Product up to +/- 10 % for paper bags and boxes and 7 % for
binders, slipcases and other products from bookish cardboard. Via Aquaria shell invoice real delivered quantity
at price, provided in Manufacturing contract.
4.4. When the parties of the 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 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 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 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, post or fax to the office of Via Aquaria. If Assignor use e-mail sending
claim, and not received written receipt confirmation from Via Aquaria in 3 working days, Assignor must send
claims by post or by fax.
5.3. Any claims shall be accompany with 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 by
chance, 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 to protect good name, trade secret and intellectual property of other part. 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 it’s websites, newsletters and
other material.
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 third part regarding the design and the trademarks, used
during the manufacturing of the Products.

VII. Termination of the Manufacturing Contract and Defaults

7.1. Manufacturing Contract shall be terminated:
7.1.1. with fulfilment of the subject of the Contract;
7.1.2. by the mutual agreement of the parties;
7.1.3. with a 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 part 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 with 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.
7.4. When one of the parts delay to fulfil 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
impertive regulations of the Civil Procedure Code.
8.2. For any unsettled issues Lithuanian Law for the Obligations and Contracts shall be applied.

IX. Validity of General Terms

1.1. These General Terms are valid from 2011 December 12. Reference to General terms is given on the
Manufacturing Contract.