General conditions of the contract

Legal information

1. Key Contract Definitions

Completed Works Act – a document in which the Contractor specifies the Works performed during the reporting period, their quantities and total values, and on the basis of which the Contractor requests the Client to pay for the Works performed during the reporting period.
Works – the works specified in the Client’s Assignment that the Contractor must perform under the Contract.
Works Documents – the Client’s Documents and the Contractor’s Documents together.
Works Handover-Acceptance Act – a document by which the Contractor transfers and the Client accepts the completed Works, and by which the Parties confirm that the Works are completed.
Works Deadlines – the deadlines by which the Works must be completed.
Warranty Period – the period specified in the Special Conditions, counted from the date of acceptance of all Works.
Schedule – the Works execution timetable prepared by the Contractor and submitted to the Client, which must specify the order and deadlines for performing the Works.
Additional Works – works not specified in the Client’s Assignment but directly related to the Works or other Contractor obligations under the Contract, which must additionally be performed due to necessary changes in the Client’s Assignment requirements, corrections of errors or deficiencies in the Client’s Documents.
Contractor – the person or persons identified as the Contractor in the Special Conditions, and their successors.
Contractor’s Documents – data, drawings, calculations, models, specifications, the Work Design, construction rules, test execution descriptions, test result protocols, operating instructions, as-built documentation, other technical documents required for the proper performance of the Works or confirming their proper completion, as well as all permits, consents, and other documents necessary for the performance of the Works that do not fall within the definition of Client’s Documents.
Contractor’s Proposal – the totality of documents and data submitted by the Contractor by which the Contractor proposed to perform the Works and fulfil other obligations, which the Client accepted and on the basis of which concluded this Contract with the Contractor.
Contractor’s Personnel – the Contractor’s representative, employees, and other natural persons engaged by the Contractor who directly participate in performing the Works and implementing the Contractor’s other rights and duties under the Contract.
Special Conditions – the Contract document titled “Special Conditions of the Construction Contract,” which specifies particular Contract terms (such as Contract value, Works deadlines, etc.) and other specific data (such as the Parties, the Object, etc.), lists the annexes, and indicates any amendments and additions to the General Conditions (if any were made).
Construction Works – construction works carried out in constructing (assembling) a new structure, device, etc., or reconstructing, repairing, or demolishing an existing one, which the Contractor must perform under the Contract and which fall within the definition of Works, if the Parties agree on the performance of Construction Works.
Contract Price – the final total sum payable to the Contractor under the Contract.
Contract Conditions – the General Conditions and Special Conditions together.
Contract – the Construction Contract, consisting of the Contract Conditions, the annexes listed in the Special Conditions, and the Agreements.
Party – the Client or the Contractor, each separately, depending on the context.
Parties – the Client and the Contractor together.
Client – the person identified as the Client in the Special Conditions, and their successors.
Client’s Documents – Drawings, the Building Design, procedures, permits, consents, and other documents, as well as all other information and documents held by the Client and submitted to the Contractor about the construction site and the Works.
Client’s Personnel – the Client’s representative, other Client’s employees, employees of the Technical Supervision Contractor, the Building Design Execution Supervision Contractor (if the Client engages such contractors), and the Designer, as well as other natural persons engaged (directly or through others) by the Client to exercise the Client’s rights and duties under the Contract and whom the Client identifies in writing to the Contractor as the Client’s Personnel.
Client’s Assignment – the document titled “Client’s Assignment” or “Technical Specification,” which sets out the totality of technical and other requirements and which is one of the Contract annexes.

2. Interpretation of the Contract

The Special Conditions take precedence over the General Conditions; the Contract Conditions take precedence over the annexes, except where (i) the General Conditions refer to the Client’s Assignment, which establishes a different rule than that stated in the General Conditions – in that case, the rule stated in the Client’s Assignment takes precedence over the General Conditions.
In the Contract, where the context requires, words in the singular may have a plural meaning and vice versa.
Where there is a discrepancy between an amount expressed in figures and in words, the wording shall prevail. If the abbreviation of the payment currency does not match the full name of the payment currency in words, the full name in words shall be considered correct.
The Contract duration and other periods are calculated in calendar days unless the Contract provides otherwise.

3. Subject Matter of the Contract

The Contractor undertakes, in accordance with the Contract Conditions, at its own risk, to perform and complete the Works within the Works Deadlines, transfer the completed Works to the Client, and remedy all defects, as well as fulfil other Contract requirements in exchange for remuneration paid by the Client.
In performing the Contract, the Parties undertake to comply with all requirements of the laws of the Republic of Lithuania applicable to the performance of the Contract. Each Party has the right to require the other Party to fulfil all requirements of the laws of the Republic of Lithuania applicable to the performance of the Contract.
The Contractor must ensure that the Works are performed carefully, professionally, honestly, reasonably, properly, on time, and to a high quality, in accordance with reasonable instructions from the Client and without violating the Contractor’s professional and ethical standards.

4. Performance of Construction Works

The Client must transfer the construction site to the Contractor, the boundaries of which are specified in the Client’s Assignment. The Client must transfer the construction site to the Contractor at the time specified in the Client’s Assignment, or, if not specified there, at the time stated in the Schedule. If neither the Client’s Assignment nor the Schedule specifies a deadline, the Client must transfer the construction site within 5 (five) working days of the Contractor’s request.
The size and condition of the construction site must correspond to the conditions described in the Client’s Assignment and be suitable for the Contractor to begin, properly execute, and timely complete the Construction Works.
If the Client is late in transferring the construction site to the Contractor through no fault of the Contractor, or if the construction site does not conform to the Contract, the Contractor acquires the right to request an extension of the Works Deadlines by the same duration as the actual delay caused by the Client’s failure, and for the Client to reimburse the Contractor for costs during the extension period and for storage of products at the Contractor’s premises, where necessary.
The Contractor is not responsible for the security of the construction site and the assets located therein (including products).
The Contractor is responsible for ensuring that the performance of the Works and the activities of the Contractor’s Personnel do not damage structures, installations, engineering networks, communication infrastructure, and other items located at the construction site and marked in the Client’s Documents or in the construction site handover-acceptance act.
The Contractor must use the construction site in compliance with the Client’s Assignment and the requirements of Laws, and only for the purposes of performing the Construction Works. Without prior written consent from the Client, the Contractor may not accommodate persons at the construction site or grant them the right to use premises for purposes other than those related to the Construction Works.
During the performance of Construction Works, the Contractor must keep tools, products, and equipment in an orderly manner and promptly remove unnecessary or surplus quantities from the construction site.
Upon completion of the Construction Works or in the event of Contract termination, the Contractor must clean up and clear the construction site, removing everything that is not a result of the Construction Works.
The Contractor must return the construction site to the Client under the site handover-acceptance act at the same time the Contractor transfers all Works to the Client under the Works Handover-Acceptance Act.
The Contractor must allow access to the construction site only to the Contractor’s Personnel and the Client’s Personnel, and only in accordance with the requirements of Laws and the Contract regarding who may be present and their identification.
If the Client’s Assignment provides for the Client or third parties to perform works or other activities at the construction site, the Client must appoint a health and safety coordinator whose instructions are binding on the personnel of the Contractor, the Client, and third parties indicated by the Client.
If the Client or third parties operating at the construction site violate the deadlines and conditions established in the Client’s Assignment or agreed by the Parties, and such activities interfere with the Contractor’s performance of the Construction Works and lead to delays or additional costs, the Contractor acquires the right to request reimbursement of such additional costs and an extension of the Works Deadlines by the actual delay duration.
If the Client’s Assignment did not provide for the Client or third parties to perform works at the construction site, and such activities are expected to interfere with the Contractor’s performance and cause delays or additional costs, the Contractor acquires the right to request reimbursement of such additional costs and an extension of the Works Deadlines.
If the Contractor encounters unforeseen physical conditions at the construction site, the Client is responsible for them and their consequences. The Client may not transfer liability for unforeseen physical conditions to the Contractor if they could and should have been identified during site investigations. Those who conducted inadequate investigations are liable to the Client.
Unforeseen physical conditions are natural physical conditions (including geological, subsurface, underwater, and hydrological conditions, but excluding climatic conditions and their consequences) or man-made physical conditions, physical obstacles, or pollutants that experienced contractors could not have foreseen when submitting their proposals.

5. Completion and Acceptance of Works

The Works are considered complete when all of the following conditions are met:
1. The Contractor has performed and completed all Works in accordance with the Contract and legal requirements, and submitted all Completed Works Acts confirmed by the Client in the manner specified in the Contract.
2. The Contractor has trained the Client’s Personnel in using and maintaining the products, where necessary, and transferred all training documents (if required by the Client’s Assignment).
3. All tests of the Construction Works, their components, and installations required by the Client’s Assignment, the Contractor’s Proposal, and Laws to be carried out prior to handover have been performed with positive results, and the Contractor has transferred test result protocols to the Client evidencing positive results, where necessary.
4. The Works Handover-Acceptance Act has been formalised.
Upon completing the Works, the Contractor must transfer them to the Client, and the Client must accept them.
The same procedure applies to the completion and acceptance of each Part as to all Works. Similarly, if the Contractor completes a functionally independent part of the Works and the Client wishes to take it over earlier than all Works, the same procedure applies to that part.
Upon completing all Works, the Contractor must submit a request to the Client to accept the Works by signing the Works Handover-Acceptance Act and provide all documents listed in clause 5.1.
Within 5 (five) working days of receiving the Contractor’s request, the Client must review the documents, inspect the Works, and either:
1. Accept the Works by signing the Works Handover-Acceptance Act; or
2. Accept the Works with reservations by signing the Works Handover-Acceptance Act and a defects act prepared during inspection, in which the Client must specify defects identified; or
3. Refuse to accept the Works and submit (or send) a written reasoned complaint to the Contractor regarding improper performance and/or incomplete Works.
If within 5 (five) working days of the Contractor’s request the Client takes none of the actions specified in clauses 5.5.1–5.5.3, the Works Handover-Acceptance Act and the site handover-acceptance act are considered signed, and the Client may not raise claims against the Contractor on this basis.
The Parties must formalise the site handover-acceptance act simultaneously with the Works Handover-Acceptance Act.
If the Works are complete but minor defects are identified that do not prevent the Client from using the Works result for its intended purpose, the Client must accept the Works with reservations, draw up a defects act, and set reasonable technologically justified deadlines for the Contractor to remedy the defects.
If the Client identifies defects in the Construction Works or products within the Warranty Period, it must promptly, but no later than within 30 (thirty) days and no later than before the end of the Warranty Period, submit a written complaint to the Contractor and set reasonable technologically justified deadlines for remedying the defects. The date of submission is the date the complaint is sent.
No later than 15 (fifteen) days after the complaint is sent, at a time agreed in advance with the Contractor, representatives of both Parties inspect the defective Construction Works or products and draw up a defect report signed by both representatives. The Client must specify reasonable technologically justified deadlines for remedying the defects. Only if the Contractor misses the defect remediation deadlines does the Client acquire the right to remedy the defects at its own expense using third parties, notifying the Contractor in advance. The Parties may also agree to have the defects remedied by third parties found by the Client, after agreeing the price with the Contractor and obtaining the Contractor’s clear written confirmation and consent.
The Contractor must remedy defects by repairing, reworking, or replacing the non-conforming part with a new quality part.
The Client must provide the Contractor with the Works Documents it holds and the Contractor requests, necessary to select the best method for remedying defects. The Client must provide access for the Contractor to carry out remediation works within the set deadlines.
At the Client’s request, the Contractor must provide in writing in advance a description of the remediation works and the method of carrying them out, and, if necessary, provide an updated description of the completed works after their completion.
After Construction Works or products are repaired or reworked, no new Warranty Period is set for the repaired or reworked part; the same duration Warranty Period that applied to the defective part continues to apply.
After remedying all defects, the Contractor must notify the Client accordingly.
Within 5 (five) working days of receiving the Contractor’s notice of defect remediation, the Client must inspect and confirm in writing that the defects have been remedied. If the Client fails to confirm within that period without raising a reasoned complaint, the defects are considered remedied.
If disputes arise between the Parties regarding defects, either Party may request an expert assessment. The Client pays for the expert’s services. The costs of the assessment are borne by the Party that is found to be wrong. The Contractor must reimburse the Client for such assessment costs within 15 (fifteen) days of a written request.
If the Parties fail to reach agreement on procuring expert services within 15 (fifteen) days or another agreed period, either Party may initiate the assessment independently and pay for it. If the assessment does not find that the Contractor has violated the Contract or Laws, or that there is a causal link between the Contractor’s actions or omissions and the defects, the costs of that assessment are borne by the Party found to be wrong.

6. Contractor’s Warranty Obligations

Warranty Periods are set out in the Special Conditions and begin on the date of acceptance of all Works (inclusive).
Warranty Periods may be suspended for as long as the Client cannot properly and/or fully use the products due to defects for which the Contractor is responsible. If the Client can only use part of the products, the Warranty Period is suspended only in respect of that part.
The Contractor is not liable for defects arising from normal wear and tear of the Construction Works or products, their improper use or maintenance, or the fault of the Client or third parties.

7. Works Deadlines and Schedule

The Contractor must perform the Works in compliance with the Works Deadlines specified in the Special Conditions:
1. Perform the Works in accordance with the Schedule.
2. Complete the Works by the final deadline.
The Contractor must prepare and submit the Schedule to the Client within 14 (fourteen) days of the Contract coming into force, or within another deadline specified in the Client’s Assignment, indicating the order, interdependency, and compliance with the final deadline.
The Schedule must include deadlines for production, Construction Works, training of the Client’s Personnel, etc., if these actions are specified in the Client’s Assignment.
If the Works fall behind the Schedule, the Contractor must update the Schedule so as not to miss the Works Deadlines, and provide the Client with explanations of how the Contractor will accelerate the Works (e.g., extended working hours, additional shifts, more personnel, parallel construction activities, etc.). Updates in the revised Schedule must be clearly marked. This condition does not apply when the Contractor becomes entitled to an extension of the Works Deadlines.
The Contractor has the right to perform the Works without interruption until the Works Deadlines. If the following circumstances arise and interfere with performing the Works or part thereof, the Contractor is entitled to an extension of the Works Deadlines by the actual duration of the delay:
1. Unusually unfavourable climatic conditions that are not described in the Contract Documents and that a professional and experienced construction contractor could not have foreseen prior to the submission deadline, based on publicly available climate data and forecasts in Lithuania.
2. Due to decisions by Authorities or other circumstances, a shortage of workers or materials/goods necessary for production or Construction Works arises, which a professional and experienced contractor could not have foreseen.
3. Delays caused by decisions, actions, or inactions of Authorities, energy or water suppliers, provided the Contractor diligently follows their procedures and deadlines.
4. Delays caused by decisions, actions, or inactions of the Client, Client’s Personnel, or third parties for whom the Contractor is not responsible.
5. Other circumstances identified in the Contract as giving the Contractor the right to request an extension of Works Deadlines.
If the Contractor misses the Works Deadlines, penalties of the amount specified in the Special Conditions apply for each day of delay, not exceeding 10 (ten) percent of the total Works price in any case.
The Contractor must pay the Client penalties for Works (Parts) delay within 15 days of the Client’s request. The Client may deduct penalties from amounts owed to the Contractor only after notifying the Contractor in advance.
No additional sanctions may be applied to the Contractor for Works delay, except the Client’s right to terminate the Contract if the Works are delayed by more than 60 (sixty) days beyond the Final Deadline and the Works lose their purpose for the Client.
If the Contractor becomes entitled to an extension of Works Deadlines but the deadlines cannot be extended for any reason, the missed deadline (to the extent the Contractor was entitled to an extension) shall not be considered a Contract breach, and the Client may not claim penalties or terminate the Contract.
The Contractor has the right to suspend Construction Works or part thereof during the winter break (from 15 December to 15 March, or another winter break period specified in the Client’s Assignment), if the Construction Works cannot be performed during that time due to unsuitable climatic conditions and the technological requirements set out in the Works Documents or Laws.
The Contractor has the right to suspend all Works or part of the Works, after notifying the Client, if the Client is late in settling payments under the Contract and fails to remedy the breach within 10 (ten) days of receiving the Contractor’s written warning.
In the event of suspension of all or part of the Works or Construction Works, the corresponding deadlines are also suspended, and the Contractor must take necessary measures to properly suspend the Construction Works and protect the Works and products from deterioration, damage, or loss, and comply with other Client instructions, including instructions to vacate and/or return the construction site.
If the Client suspends the Works through no fault of the Contractor, or the Contractor suspends the Works due to the Client’s fault, the Client must:
Pay for Works completed prior to suspension in accordance with the Contract.
Pay the Contractor the full acquisition cost for ordered or purchased materials, equipment, etc. necessary for Construction Works or production, whose orders or deliveries the Contractor could not cancel upon receiving the suspension notice, within no more than 10 (ten) calendar days of the Contractor’s request; once paid, the Contractor must promptly, but no later than within 2 (two) working days, mark these as the Client’s property.
Reimburse the Contractor for all costs related to the suspension and subsequent resumption of Construction Works or production (such as protection or conservation costs, product storage, worker downtime costs, etc.).
The Client must notify the Contractor of the cessation or anticipated cessation of grounds for suspension and the planned resumption date promptly, but no later than within 2 (two) working days of becoming aware.
After the Client notifies the Contractor of resumption, or once grounds for suspension cease, the Parties must inspect, assess, and record the condition of the Construction Works and products as promptly as possible. The Contractor must resume Construction Works and production as quickly as possible; the suspended Works deadline count resumes on the day the Contractor resumes activities.
If the suspension of all or part of the Works lasts more than 3 (three) months, either Party has the right to unilaterally terminate the Contract (in whole or with respect to the suspended part) out of court, with 30 (thirty) days’ prior notice. The Contract is considered terminated the day after the notice period expires, if Works are not resumed within the notice period.

8. Contract Price and Its Calculation

The initial Contract value and the Contractor’s Proposal price at which the Contractor undertook to perform the Works are specified in the Special Conditions.
The Contractor’s Proposal price is deemed to include all the Contractor’s costs related to performing all Works and fulfilling other obligations under the Contract, including taxes, duties, and other expenses.
If the Contract includes bills of quantities for product manufacturing, these are considered approximate and shall not be treated as actual and precise quantities. The exact quantity of materials used (kg) is adjusted after all Works are completed. The Client undertakes to pay the Contractor the adjusted price, which may differ from the initial Contract value by no more than 10 (ten) percent due to material quantities used. Such an adjustment is not considered Additional Works.
The breakdown of the Initial Contract value provided in the Contractor’s Proposal is attached to the Contract as an annex.
If it becomes apparent that the quantities specified in the Client’s Documents are insufficient or excessive to properly complete the Works, the Contractor must promptly notify the Client.
If it becomes apparent that additional work quantities exceeding the Initial Contract value are needed, the Parties shall sign an addendum specifying the new quantities and Contract price.
The Contract price shall be reviewed for price level changes upon written request by either Party, unless the Special Conditions state that price review is not applicable. The review date is the date the request is received by the other Party.
Amounts payable to the Contractor for Works (both manufacturing and construction) shall be recalculated using the monthly price index published by the State Data Agency of the Republic of Lithuania (www.stat.gov.lt) for the industrial products sold by producers sector (B_TO_E Industry).
The Contract price is recalculated for index changes by multiplying the value of unperformed Works by the index change coefficient, calculated as follows:

K = IPb / IPr

Where:

K – Index change coefficient
IPr – Index value at the beginning of the period
IPb – Index value at the end of the period
The period is any period starting no earlier than the date of the Contractor’s Proposal submission and ending no later than the date of the last Completed Works Act under the Contract.

The Parties must conclude an Agreement on price (rate) recalculation within 10 (ten) calendar days of one Party’s request to the other.
After the Agreement on recalculation is concluded, the recalculated price (rates) apply to production and Construction Works included in Completed Works Acts submitted after the date the request was made. If delays in concluding the Agreement may delay submission of Acts, the Contractor may either (a) submit the Act with non-recalculated prices and perform the recalculation in a subsequent Act, or (b) defer submission until prices are recalculated.
The first price review may be conducted no earlier than 6 (six) months after the Contract comes into force, and thereafter no more frequently than every 6 (six) months. If there is a high likelihood of significant price fluctuations within a short period, the Special Conditions may provide that the first review timing and/or frequency restrictions do not apply.
Example: A Contractor’s proposal was submitted on 15 May 2025. The Contract for the Works was concluded on 31 May 2025. The industrial producers price index for May 2025 was 116.5051, and for March 2026 it was 127.4641. The change coefficient is 127.4641 / 116.5051 = 1.0941. The remaining unperformed Works price is multiplied by 1.0941. There are grounds to recalculate the Contract price from 1 April 2026. If the Contractor submitted a request on 15 April 2026, the rates in Works Acts for April 2025 and subsequent months must be multiplied by 1.0941.
If the prices of materials or products necessary to perform the Works increase substantially in a way the Contractor could not have foreseen at the time of concluding the Contract, the Contractor acquires the right to request an increase of the Contract price. A substantial price increase is deemed to have occurred if the Contractor provides evidence that the prices were real at the time of contracting and that:
The price of a specific material or product increased by more than 10% at the time of purchase under the Contract, and there is no possibility of purchasing it more cheaply without breaching Works Deadlines; or
The total cost of all materials or products purchased for performing the Contract increased by more than 10%, and there was no possibility of purchasing them more cheaply without breaching Works Deadlines.
In the case described in clause 8.14, the Parties must conclude an Agreement adding the cost increase exceeding 10% to the Contract price.
Example: If the materials or products price listed in the Contract price breakdown is €100,000, indexed up to €105,000, but the actual cost to the Contractor is €135,000, the Contractor has the right to request a €30,000 increase (€135,000 – €100,000 initial price – €5,000 indexation).
In all cases, if the law changes the VAT rate or payment procedure, such changes apply to the portion of Works and VAT invoices issued after the effective date of the changes, without a separate Agreement. The Contract price excluding VAT remains unchanged.
Where provided in the Contract, the Client must reimburse the Contractor for additional costs incurred, which are included in the Contract price as cost increases attributable to the Client.
The Contractor must, within 10 (ten) working days (or a longer agreed period) of becoming aware of circumstances that may lead to additional costs, provide the Client with detailed explanations of (i) the expected additional costs, (ii) the rates per the Contract price breakdown and, where necessary, average market rates, and (iii) whether the costs are one-time or recurring.
After the Contractor provides the information and documents referred to in clause 8.19, the Parties must conclude an Agreement specifying the reimbursable costs and the Client’s obligation to reimburse them.

9. Settlement Procedure

In all cases, the Contractor begins Works only after receiving the full advance payment specified in the Special Conditions from the Client, which is offset against the final payment for all completed Works.
The Client must pay the advance to the Contractor within 10 (ten) working days of signing the Contract, or within another period specified in the Special Conditions.
If the Client fails to pay the advance within the specified period, the Works Deadlines are postponed by the same duration as the delay in payment.
The Contractor must submit the Completed Works Act for the reporting period, signed by the Contractor’s representative, to the Client for approval by the 25th of each calendar month. The reporting period is from the 25th of the previous calendar month to the 24th of the current calendar month (inclusive).
Unless the Special Conditions establish other rules for calculating interim payment amounts, the Completed Works Act includes (i) actual quantities of works paid at a fixed rate, performed during the reporting period and measured according to the applicable measurement method; (ii) the actual scope of work performed during the reporting period. If the Special Conditions specify stages, the Contractor must identify them in the Act.
The Client must sign the Completed Works Act or submit a written reasoned objection to the Act or part thereof within 5 (five) working days of receipt.
Upon receiving the Client’s objection to part of the Act, the Contractor may either (a) revise the Act in accordance with the Client’s comments and resubmit for approval, or (b) submit the Act for the portion the Client agrees with without re-coordinating, and include the remainder in a subsequent Act.
After the Contractor coordinates the Completed Works Act with the Client and the Client confirms it by signature, the Contractor must prepare a VAT invoice based on it within 5 (five) working days and submit it to the Client for payment.
The Client must pay the Contractor’s invoice within 15 (fifteen) days of receipt, or within another period specified in the Special Conditions. The Client has no obligation to pay an invoice if the Completed Works Act has not been confirmed as described above. If the Contractor submits the invoice prematurely, the payment period begins when the corresponding Completed Works Act is confirmed.
For late payment of the Contractor’s invoice, the Client shall pay the Contractor penalties of 0.2% of the overdue amount.
If within 5 (five) working days of the Contractor submitting the Completed Works Act the Client takes none of the actions specified in clause 9.6, the Act is considered signed, and the Client may not raise claims against the Contractor on this basis.
If at any time after a Completed Works Act is executed it becomes apparent that Works included therein were improperly performed, the Client must promptly submit a complaint to the Contractor. The Client may then withhold payments corresponding to the value of such Works (but no more) until the Contractor remedies the defects and the Parties confirm this. After the defects are remedied, the Client must pay the withheld amount within 15 (fifteen) days of the Parties confirming remediation.
The Client must transfer payments to the Contractor’s bank account specified in the Special Conditions.
All payments under the Contract are made in euros. International payment transfers from Lithuania to another country are made at the recipient’s expense.

10. Confidential Information

The Parties undertake to maintain confidentiality and, without the other Party’s written consent, not to disclose that Party’s information marked as confidential to any employees, affiliated, or other third parties who do not need it for their work purposes, except in the cases stated below.
A Party may disclose the other Party’s confidential information in the following cases:
1. Disclosure is necessary for the proper exercise of the Party’s rights or duties under the Contract – but only to the extent necessary and only to those third parties who need it, provided those recipients assume equivalent confidentiality obligations. If third parties disclose confidential information, the Party is responsible for their actions as for its own.
2. Disclosure is required by law, including when lawfully required by a Government Authority.
Before disclosing confidential information, the Party must inform the other Party (to the extent not prohibited by law) of the necessity or the Authority’s request to disclose, and take reasonable measures to ensure confidentiality.
A Party is liable for:
1. Any unlawful, including accidental, disclosure, transfer, or unlawful use of the other Party’s confidential information.
2. Failure to take all reasonable steps to preserve and protect the other Party’s confidential information and prevent further unlawful disclosure, transfer, or use.
A Party must pay the other Party the penalty specified in the Special Conditions and compensate all direct damages caused by breach of confidentiality obligations to the extent they exceed the penalty amount. The Parties undertake to maintain confidentiality even after the Contract ends.

11. Personal Data Protection

The Parties act as independent data controllers in performing the Contract. When collecting and processing personal data, the Parties must comply with EU Regulation 2016/679 (GDPR) and applicable laws, and ensure that data subjects are properly informed about the processing of their personal data.
In performing the Contract, the Parties must properly process each other’s representatives’, specialists’, and other personnel’s personal data, such as name, surname, position, and contact details, only to the extent necessary for Contract performance. The Parties undertake to properly inform their representatives, specialists, and other personnel whose personal data will be transferred to the other Party.
A Party must inform the other Party of any changes to the personal data of representatives, specialists, or other personnel, if such data has been transferred.

12. Assignment of Rights

A Party may assign rights and obligations arising from the Contract only if not prohibited by Law or the Contract, and only with the other Party’s prior written consent. The Party must give written consent or state reasoned objections in writing within 5 (five) working days of receiving the request. The Parties must conclude an Agreement specifying the conditions for the assignment.
The Client may not consent to the Contractor assigning its rights and/or obligations if doing so would violate the Law or the Client’s rights or interests.
When transferring ownership of the product(s) during the Contract’s validity (including during the Warranty Period), the Client has the right, at its own discretion and without separate consent from the Contractor, to assign to the product acquirer(s) all or part of the Client’s rights under the warranties provided by the Contractor (including the right to make claims for defects, demand their remediation, or claim compensation for damage caused by such defects).

13. Representations and Warranties

Each Party represents and warrants to the other that:
1. The Party is duly incorporated and lawfully operates under the laws of its country of incorporation specified in the Special Conditions; it is an operating legal entity that is not being reorganised or liquidated and has no special status conditioning its ability to fulfil obligations on obtaining special permits, consents, or meeting specific conditions.
2. All necessary decisions, permits, and consents have been lawfully obtained and are valid, and other legal actions required for the Contract’s conclusion, validity, and performance have been lawfully carried out.
3. In concluding the Contract, the Party does not exceed its competence or violate applicable Laws, court or arbitral decisions, administrative acts, contracts, or other obligations under applicable private law, public law, EU law, or international law.
4. The Party is solvent and financially capable of fulfilling its obligations under the Contract.
5. The Party’s representative has all necessary authority to conclude and perform the Contract; by concluding and signing the Contract, the representative does not violate the Party’s articles of association, statutes, or other internal documents, or the rights and legitimate interests of the Party’s governing bodies and/or creditors.
6. The Party has assessed all circumstances of material significance to concluding and performing the Contract; none of the conditions or circumstances stated in the Contract negatively affects the Party’s will to conclude the Contract on the stated terms.
7. The Contract is concluded on the principles of good faith, reasonableness, fairness, and equality of the Parties, without use of fraud or coercion. The Parties have disclosed to each other all known information of material significance to concluding and performing the Contract.
8. All representations and warranties of the Party are complete and leave no undisclosed circumstances that would make them false or misleading.
In addition to clause 13.1, the Contractor further represents and warrants to the Client that it holds all valid and lawful permits, licences, attestations, and recognition documents required by Law for performing the Contract.

14. General Liability Matters

Payment of penalties for delay or breach of Contract obligations does not release a Party from its obligations under the Contract.
The penalties specified in the Contract serve as a safeguard for timely fulfilment of obligations and as a minimum remedy for damages, so that the injured Party need not prove the amount of losses.
If any representation or warranty in the Contract proves to be materially false, misleading, or incorrect, the breaching Party must compensate the injured Party for all direct losses suffered as a result.
The remedies provided in the Contract do not limit the Parties’ right to use other lawful remedies.
The Parties’ liability under the Contract is limited to direct losses – neither Party may be held liable to the other for loss of profit, losses from use of the Object, losses arising from contracts with third parties, or any other indirect losses or damages related to the Contract (unless the Client’s Assignment provides otherwise).
Each Party’s maximum total liability under the Contract is additionally limited to the amount specified in the Special Conditions (if stated).
Liability limitations under the Contract do not apply where damage is caused intentionally or through gross negligence, non-material damage is caused, health is impaired or life is taken, or damage is caused to third parties, including cases where one Party compensates third-party damage caused by the other Party.
Upon expiry of the Contract, the Parties are not released from liability for breaches. The Parties retain the right to claim damages and penalties for non-performance even after the Contract expires.

15. Force Majeure

A Party shall not be deemed liable for failure or partial failure to fulfil its obligations if the Party proves this was due to circumstances beyond its control and not reasonably foreseeable at the time of concluding the Contract, and that it could not prevent such circumstances or their consequences, nor had it assumed the risk of their occurrence.
In the event of force majeure, the Parties are released from penalties and compensation for non-performance, partial non-performance, or improper performance of obligations, and the performance deadlines are extended accordingly.
The Party requesting exemption from liability must notify the other Party of the force majeure circumstances without delay, but no later than within 7 days of their occurrence or discovery, providing evidence that it took all reasonable precautions and made all efforts to minimise costs or negative consequences, and also stating the expected time for fulfilment. The Party must also notify the other Party when the grounds for non-performance cease.
The grounds for exemption from liability arise from the moment the force majeure circumstances arise, or, if notification was not given on time, from the moment notification was given. If a Party fails to send timely notice, it must compensate the other Party for damages caused by the failure to notify.
Force majeure does not include a Party lacking the necessary financial resources, counterparties of the debtor breaching their obligations, or the debtor breaching its obligations to counterparties.

16. Invalidity of Contract Provisions

If any provision of the Contract is or becomes partially or fully invalid, the Parties must conclude an Agreement as soon as possible replacing the invalid provision with another provision that, to the extent possible, produces the same economic and legal effect as was intended by the invalid provision. Such invalidity does not affect other Contract provisions, unless this violates the Law, and it may be presumed the Contract would have been lawfully concluded without the invalid provision.
If a modification of a General Conditions provision specified in the Special Conditions is or becomes partially or fully invalid, the version of that General Conditions provision prior to modification may not apply.

17. Contract Amendments

In cases expressly specified in the Contract and Laws, the Contract may be amended by the Parties concluding an Agreement in writing. When the Special Conditions are amended, the Client must prepare a new version of the Special Conditions and indicate the version number and effective date. Changes in data about the Parties or third parties involved in performing the Works are not considered Contract amendments; the Client may update such data unilaterally by providing the Contractor with a new version of the Special Conditions. In any case, no Contract amendment may fundamentally alter the Contract.
The Contractor may perform Additional Works or refrain from waived works only after the Parties conclude an Agreement regarding them.
The Parties must cooperate and aim to conclude an Agreement as quickly as possible, but no later than within 30 (thirty) days of initiating the Agreement (i.e., notifying the other Party).
If the Contractor, in accordance with the Contract, initiates an Agreement without which the Contractor cannot perform the Works or certain actions, or is legally required to suspend Works or certain actions, the Client’s avoidance or unjustified refusal to conclude such an Agreement gives the Contractor grounds to suspend performance of all Works or those specific actions.
Agreements come into force upon their conclusion.

18. Contract Termination

If a Party breaches the Contract or Laws, the other Party has the right to submit a written complaint specifying the breach and setting a reasonable deadline for remediation. If the complaint warns the other Party of Contract termination upon failure to remedy, the deadline must be no shorter than 30 (thirty) days.
Upon receiving a complaint, the Client or Contractor must, without delay but no later than within 5 (five) working days, respond to the complaint and state what measures will be taken to remedy the breach within the set deadline, or propose a different reasonable deadline. The responding Party’s proposed deadline replaces the one in the complaint only if the other Party confirms it.
The Client has the right to unilaterally terminate the Contract out of court if the Contractor commits a material breach, i.e.:
1. Fails to perform the Works or performs them at an obviously insufficient pace to complete them within the Works Deadlines, and does not take acceleration measures after receiving the Client’s complaint.
2. Breaches the Works Deadlines and the Works lose their purpose for the Client, if such a condition was stated in the Client’s Assignment.
3. Fails to fulfil all legal and Contract requirements, such that the product lacks required characteristics and/or cannot be used for its intended purpose over its expected service life.
4. Commits another Contract breach meeting the criteria of a material breach under the Lithuanian Civil Code, and fails to remedy it after receiving the Client’s complaint.
5. Becomes insolvent, is subject to restructuring or bankruptcy proceedings, liquidation procedures are initiated, its assets are placed under court or bankruptcy administrator management, its activities are suspended or restricted, or it concludes a settlement agreement with creditors, and fails to provide the Client with reasonable evidence of ability to duly perform the Contract and does not remedy the breach after receiving the Client’s complaint.
If the circumstances in clauses 18.3.1–18.3.5 relate only to a specific Part, the Client has the right to terminate the Contract only with respect to that Part.
The Client has the right to unilaterally terminate the Contract out of court in other cases provided by Law or the Contract.
The Contractor, if it considers the Client’s termination unjustified and wishes to contest it in court, must file a claim within 30 (thirty) days of the termination date, unless Laws provide for longer terms.
The Contractor has the right to unilaterally terminate the Contract out of court if:
1. The Client breaches payment deadlines, the Client’s debt to the Contractor exceeds 20% of the Initial Contract value, and the Client fails to pay within 30 (thirty) days of receiving the Contractor’s complaint.
2. The prices of materials or products necessary to perform the Works increase substantially, amounting to at least 15% of the Initial Contract value (accounting for indexation), but the Client avoids or refuses to conclude an Agreement and does not remedy the breach after receiving the Contractor’s complaint.
3. The Client becomes insolvent, is subject to restructuring or bankruptcy proceedings, liquidation procedures are initiated, its assets are placed under court or bankruptcy administrator management, its activities are suspended or restricted, or it concludes a settlement agreement with creditors, and fails to provide the Contractor with reasonable evidence of ability to duly perform the Contract and does not remedy the breach after receiving the Contractor’s complaint.
If the circumstances in clauses 18.7.1–18.7.3 relate only to a specific Part or a specific Agreement, the Contractor has the right to terminate the Contract only with respect to that Part or that Agreement.
The Contractor has the right to unilaterally terminate the Contract out of court in other cases provided by Law or the Contract.
The Contractor must give the Client at least 30 (thirty) days’ prior notice of Contract or Agreement termination.
The Parties have the right to agree to terminate the Contract if all of the following conditions are met simultaneously:
1. Performance of the Contract has become significantly more difficult or impossible due to objective reasons beyond the Parties’ will and actions.
2. The difficulty cannot be resolved by lawfully amending the Contract by mutual agreement, or the Parties have begun negotiations on amendment but have not reached a mutually satisfactory result.
Either Party may initiate an Agreement to terminate the Contract.
While the Parties negotiate the termination Agreement, they may agree to suspend Works.
Once the Parties reach agreement to terminate the Contract, the Client retains the obligation to settle with the Contractor for the actually completed portion of the Works and materials and goods already acquired and paid for by the Contractor.
If the Parties fail to reach an agreement, either Party may go directly to court to have the Contract terminated by court order.
Contract termination releases the Parties from further performance of the Works. However, termination does not affect the dispute resolution provisions and other provisions that by their nature remain in force after termination.
If the Contract is terminated due to the Client’s fault, the Client must compensate the Contractor the full amount for the unperformed portion of the Works. The Contractor has the right to withhold the construction site, Works Documents, production items, and equipment to be transferred to the Client until the Client settles its obligations under the Contract.

19. Communication Procedure and Language

On all Contract performance matters, the Parties must submit notices, requests, coordinations, consents, approvals, confirmations, instructions, demands, or complaints to each other in writing in the Lithuanian language, signed with a qualified electronic signature, by email to the addresses specified in the Special Conditions, ensuring the identification of the sender and the time of sending and the protection of content by technological means. The Parties must communicate in Lithuanian or another language mutually understood by both Parties.
If a Party notifies the other of new contact details, the other Party must send all subsequent Contract-related correspondence to the new details, and the Parties must update the Special Conditions accordingly. If a Party fails to notify of a change in contact details, sending a notice to the last known contact details is considered proper.
The Parties undertake to respond to each other’s notices, requests, instructions, demands, complaints, or other correspondence promptly, but no later than within 5 (five) working days of receipt, unless otherwise specified in the Contract or in the document itself. A Party may respond within a longer period if objectively necessary, provided it notifies the other Party of the reasons without delay, but no later than within 2 (two) working days of receipt.
If a notice is delivered in person or sent by post or courier, it must be delivered against signature and is considered received on the date stated in the receipt confirmation.
If a notice is sent by email, it is considered received by the recipient on the next working day.
If a notice is sent by multiple means, it is considered received when the recipient received the earliest notice.

20. Applicable Law

The conclusion, performance, and interpretation of the Contract are governed by the law of the Republic of Lithuania.

21. Claims and Dispute Resolution

Any disputes, disagreements, or claims arising from or related to the Contract, its breach, termination, or validity must first be resolved through negotiations between the Parties’ executives or their authorised senior employees or groups.
Either Party may initiate a dispute by sending a complaint to the other Party’s executive.
Both Parties must promptly provide all information necessary for the executives to make a decision on the dispute.
The executives of both Parties must reach an agreement on resolving the dispute. Their joint decision is binding and the Parties must implement it without delay.
If the Parties fail to resolve the dispute amicably within 30 (thirty) days (or another agreed period) of one Party receiving the other’s complaint, or if one Party fails to implement the executives’ decision, or if executives’ negotiations are not initiated, the dispute shall be resolved in the courts of the Republic of Lithuania.
Disputes do not constitute grounds for the Parties to refuse to fulfil their obligations under the Contract.
The language of dispute documents (including procedural documents) and proceedings is Lithuanian, and in cases where the Contractor is a foreigner, the language is Lithuanian and/or another language mutually understood by both Parties as specified in the Special Conditions.

22. Conclusion, Entry into Force, and Expiry of the Contract

The Contract is considered concluded when the Parties sign the Special Conditions by hand or with a qualified electronic signature. If the Parties sign at different times, the Contract is considered concluded on the date the last Party signs.
From the conclusion of the Contract, the General Conditions and annexes become part of the Contract.
The Contract is concluded in the Lithuanian language. If the Contract or any document thereof is additionally prepared in or translated into another language, the Lithuanian text shall prevail in all cases.
The Contract expires upon its proper performance, including fulfilment of all the Contractor’s warranty obligations. The Contract also expires in other cases provided by the Contract and Laws.