1.1. Act of Completed Works means 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 payment from the Client for the Works performed during the reporting period.
1.2. Works mean the works specified in the Client’s Assignment, which the Contractor is obliged to perform under the Contract.
1.3. Works Documents mean the Client’s Documents and the Contractor’s Documents together.
1.4. Works Handover-Acceptance Act means a document by which the Contractor hands over and the Client accepts the completed Works, and by which the Parties confirm that the Works are completed.
1.5. Deadlines for Works mean the deadlines by which the Works must be completed.
1.6. Warranty Period means the period specified in the Special Terms and Conditions, calculated from the date of acceptance of all Works.
1.7. Schedule means the detailed timetable for the performance of Works prepared by the Contractor and submitted to the Client, which must specify the sequence and deadlines for the performance of Works.
1.8. Additional Works mean works not specified in the Client’s Assignment but directly related to the Works or other Contractor’s obligations under the Contract, and which must be performed additionally due to necessary changes to the requirements of the Client’s Assignment or the correction of errors or defects in the Client’s Documents.
1.9. Contractor means the person or persons identified as the Contractor in the Special Terms and Conditions, and their legal successors.
1.10. Contractor’s Documents mean data, drawings, calculations, models, specifications, the Work Design, construction rules, test protocols, test results records, operating manuals, as-built documentation, and other technical documents required for the proper execution of the Works or confirming their proper completion, as well as all permits, consents, and other documents necessary for the execution of the Works that do not fall under the definition of Client’s Documents.
1.11. Contractor’s Proposal means the set of documents and data submitted by the Contractor offering to perform the Works and fulfil other obligations, which was accepted by the Client and formed the basis for entering into this Contract with the Contractor.
1.12. Contractor’s Personnel means the Contractor’s representatives, employees, as well as other natural persons engaged by the Contractor who directly participate in executing the Works and exercising other rights and obligations of the Contractor under the Contract.
1.13. Special Terms and Conditions mean the document titled “Special Terms and Conditions of the Contract”, which specifies specific contractual terms (such as Contract Value, Deadlines for Works, etc.) as well as other specific details (such as the Parties, the Subject Matter, etc.), lists the annexes, and indicates amendments and additions to the General Conditions (if any).
1.14. Construction Works means construction works performed during the construction (assembly) of a new structure or facility, or the reconstruction, repair, or demolition of an existing structure, facility, or other, which the Contractor is obliged to perform under the Contract and which fall within the definition of Works, provided the Parties agree on the execution of Construction Works.
1.15. Contract Price means the final total amount payable to the Contractor under the Contract.
1.16. Contract Conditions mean the General Conditions and Special Terms and Conditions together.
1.17. Contract means the Works Contract, consisting of the Terms and Conditions of the Contract, the annexes listed in the Special Terms and Conditions, and the Agreements.
1.18. Party means the Client or the Contractor, each separately, depending on the context.
1.19. Parties mean the Client and the Contractor together.
1.20. Client means the person identified as the Client in the Special Terms and Conditions, and their legal successors.
1.21. Client’s Documents mean Drawings, Construction Design, procedures, permits, consents, and other documents, as well as all other information and documents regarding the site and the Works held by the Client and supplied to the Contractor.
1.22. Client’s Personnel mean the Client’s representative, other Client’s employees, employees of the Technical Supervision Contractor, the Construction Design Supervision Contractor (if the Client engages such contractors), and the Designer, as well as other natural persons engaged by the Client (directly or through other persons) 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.
1.23. Client’s Assignment means a document titled “Client’s Assignment” or “Technical Specification”, which sets out a set of technical and other requirements, and forms one of the annexes to the Contract.
2.1. Special Terms and Conditions take precedence over the General Terms and Conditions; the terms of the Contract take precedence over the annexes, except in cases where (i) the General Terms and Conditions refer to the Client’s Assignment, which establishes a rule differing from that specified in the General Terms and Conditions – in which case, the rule specified in the Client’s Assignment takes precedence over the General Terms and Conditions.
2.2. In the Contract, where the context so requires, words used in the singular shall include the plural, and vice versa.
2.3. In the event of a discrepancy between the numerical and written values of a particular amount, the written value shall prevail. If the abbreviation of the payment currency conflicts with the full written name of the payment currency, the full written name of the currency shall prevail.
2.4. The duration of the Contract and other time limits shall be calculated in calendar days, unless specified otherwise in the Contract.
3.1. The Contractor undertakes, in accordance with the Terms and Conditions of the Contract, at its own risk, within the Deadlines for Works to perform and complete the Works, hand over the completed Works to the Client, and remedy any defects therein, as well as to fulfil other requirements of the Contract in exchange for remuneration paid by the Client.
3.2. 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 comply with all requirements of the laws of the Republic of Lithuania applicable to the performance of the Contract.
3.3. The Contractor shall ensure that the Works are performed with due care, professionally, faithfully, reasonably, properly, in a timely matter, and to a high standard of quality, in accordance with reasonable instructions from the Client and without violating the Contractor’s professional and ethical standards.
4.1. The Client shall hand over the construction site to the Contractor, the boundaries of which are specified in the Client’s Assignment. The Client shall hand over the construction site to the Contractor at the time specified in the Client’s Assignment or, if not specified therein, at the time specified in the Schedule. If neither the Client’s Assignment nor the Schedule specifies a deadline for handing over the construction site to the Contractor, the Client shall hand over the construction site to the Contractor within 5 (five) business days of the Contractor’s request.
4.2. The size and condition of the construction site shall correspond to the conditions described in the Client’s Assignment and be suitable for the Contractor to commence, properly execute, and complete the Construction Works on time.
4.3. If the Client delays handing over the construction site to the Contractor through no fault of the Contractor, or if the construction site does not comply with the Contract, the Contractor acquires the right to demand that the Deadlines for Works be extended by a duration equal to the actual delay of the Works caused by the Client’s delay in handing over the construction site or remedying its non-compliance with the Contract, and that the Client reimburse the Contractor for expenses incurred during the period of extension and for the storage of materials on the Contractor’s premises (territory), where necessary.
4.4. The Contractor shall not be liable for the security of the construction site and the property located thereon (including products).
4.5. The Contractor shall be responsible for ensuring that the execution of the Works and the activities of the Contractor’s Personnel do not cause damage to structures, facilities, engineering networks, communications, and other property located at the construction site and specified in the Client’s Documents or in the Construction Site Handover-Acceptance Act.
4.6. The Contractor shall use the construction site in accordance with the Client’s Assignment and the requirements of the Laws, and solely for the purpose of executing the Construction Works. The Contractor shall not have the right, without the prior written consent of the Client, to accommodate persons at the construction site or grant them the right to use the premises for purposes other than those related to the execution of the Construction Works.
4.7. While executing Construction Works, the Contractor must properly store or warehouse tools, materials, and equipment, and immediately remove any unnecessary or surplus quantities thereof from the construction site.
4.8. 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 the result of the Construction Works.
4.9. The Contractor shall return the construction site to the Client in accordance with the Construction Site Handover-Acceptance Act at the same time that the Contractor hands over all Works to the Client in accordance with the Works Handover-Acceptance Act.
4.10. The Contractor shall allow access to and presence on 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 at the construction site and their identification.
4.11. In the event that the Client’s Assignment specifies that the Client or third parties will perform work or conduct other activities at the construction site, the Client shall appoint a Health and Safety Coordinator(s), whose instructions are binding on the personnel of the Contractor, the Client, and third parties designated by the Client.
4.12. If the Client or third parties performing work or other activities at the construction site violate the terms and deadlines specified in the Client’s Assignment or agreed upon by the Parties, and such actions by the Client or third parties obstruct the Contractor from executing the Construction Works, resulting in delays to the Works or incurring additional expenses, the Contractor shall be entitled to demand that the Client reimburse such additional expenses, extend the Deadlines for Works by the actual duration of the delay, and reimburse the Contractor for the expenses incurred during the extension period of the Deadlines for Works.
4.13. If the Client’s Assignment does not specify that the Client or third parties shall perform work or conduct other activities at the construction site, and it is anticipated that such actions by the Client or third parties will obstruct the Contractor from executing the Construction Works, cause delays to the Works, and/or cause additional expenses, the Contractor shall be entitled to demand that the Client reimburse such additional expenses, extend the Deadlines for Works by the actual duration of the delay, and reimburse the Contractor for expenses incurred during the period of extension of the Works.
4.14. If the Contractor encounters unforeseen physical conditions at the construction site, the Client shall be liable for them and their consequences. The Client shall not transfer liability for unforeseen physical conditions to the Contractor if such conditions could and should have been identified during construction investigations. The persons who conducted the investigations shall be liable to the Client for improperly performed investigations.
4.15. Unforeseen physical conditions mean natural physical conditions (including geological, subsurface, sub-surface water, and hydrological conditions, but excluding climatic conditions and their consequences) or man-made physical conditions, physical obstructions, or contaminants that an experienced contractor could not reasonably have foreseen when submitting its proposal.
5.1. The Works shall be deemed completed when all of the following conditions are met:
5.1.1. the Contractor has performed and completed all Works in accordance with the requirements of the Contract and applicable Laws, and submitted to the Client all Handover-Acceptance Acts for performed Works (Interim Acts), approved in the manner specified in the Contract;
5.1.2. the Contractor has instructed the Client’s Personnel on how to use and maintain the products, where necessary, and has handed over all training materials to the Client (if required in the Client’s Assignment);
5.1.3. all tests of the Construction Works, their components, and equipment specified in the Client’s Assignment, the Contractor’s Proposal, and the Laws to be carried out prior to the handover of the Works, have been performed with positive results, and the Contractor has provided the Client with test result reports documenting the successful test results, where necessary;
5.1.4. the final Works Handover-Acceptance Act has been executed.
5.2. Upon completion of the Works, the Contractor shall hand them over to the Client, and the Client shall accept them.
5.3. The same procedure applies to the completion and acceptance of any part of the Works as to all Works. Likewise, if the Contractor completes a functionally independent part of the Works and the Client wishes to take over such part of the Works earlier than the entire Works, the same procedure applies to that part.
5.4. Upon completion of all Works, the Contractor shall submit a request to the Client to accept the Works by signing the Works Handover-Acceptance Act, and provide the Client with all the documents specified in Clause 5.1.
5.5. Within 5 (five) business days of receiving the Contractor’s request, the Client shall review the documents, inspect the Works, and:
5.5.1. accept the Works by signing the Works Handover-Acceptance Act; or
5.5.2. accept the Works with reservations by signing the Works Handover-Acceptance Act and a Defect Act drawn up during inspection, in which the Client shall specify any defects in the products, Construction Works, or Contractor’s Documents identified during acceptance; or
5.5.3. refuse to accept the Works and submit (or send) a written reasoned claim to the Contractor regarding improper performance and/or incomplete Works.
5.6. If within 5 (five) business days after receipt of the Contractor’s request to accept the Works and sign the Handover-Acceptance Act and the Construction Site Handover-Acceptance Act, the Client fails to perform any of the actions specified in Clauses 5.5.1–5.5.3, the Works Handover-Acceptance Act and the Construction Site Handover-Acceptance Act shall be deemed signed, and the Client shall consequently be precluded from asserting claims against the Contractor.
5.7. The Parties shall execute the Construction Site Handover-Acceptance Act in accordance with the procedure set forth in Clause 4.9 simultaneously with the execution of the Works Handover- Acceptance Act.
5.8. If the Works are completed but minor defects are identified, the nature of which, along with the remedial works, do not prevent the Client from using the result of the Works for its intended purpose, the Client shall accept the Works with reservations, draw up a defects act, and set reasonable, technically justified deadlines for the Contractor to remedy the defects.
5.9. If the Client identifies defects in the Construction Works or products within the Warranty Period, the Client shall immediately, but no later than within 30 (thirty) days and prior to the expiration of the Warranty Period, submit a written claim to the Contractor and set reasonable, technically justified deadlines for remedying the defects. The date of submission of the claim shall be deemed the date of claim submission.
5.10. No later than 15 (fifteen) days after the claim is sent, at a time pre-agreed upon with the Contractor, representatives of both the Client and the Contractor shall inspect the defective Construction Works, products, or parts thereof, and draw up a Defects Inspection Act signed by representatives of both Parties. In the Defects Inspection Act, the Client shall specify reasonable, technically justified deadlines for rectifying the defects. Only if the Contractor fails to meet the defect remediation deadlines shall the Client acquire the right to rectify the defects at its own expense by engaging third parties, having notified the Contractor in advance, and demand reimbursement of these costs from the Contractor. The Parties may also agree that defects shall be remedied by third parties engaged by the Client, provided the defect remediation cost is agreed upon in advance with the Contractor and explicit written confirmation and consent are obtained from the Contractor.
5.11. The Contractor shall remedy defects by repairing, re-executing, or replacing the non-conforming part of the Construction Works or products with a new, high-quality component.
5.12. The Client shall provide the Contractor with any requested documents in one’s possession related to the Works to enable the Contractor to select the most appropriate method for remedying defects and consequential damage. The Client shall grant the Contractor access to perform the defect and damage remediation works so that the Contractor can complete such works within the established deadlines.
5.13. Upon the Client’s request, the Contractor shall provide in advance a written description of the remediation works and method of execution for the defects and consequential damage, and, if necessary, provide an updated description of the completed Works upon their completion.
5.14. Upon the repair or re-execution of Construction Works or products, a new Warranty Period shall not be established for the repaired or re-executed part; instead, the original Warranty Period applicable to the defective part of the Construction Works or product shall continue to apply.
5.15. The Contractor, having remedied all defects, shall inform the Client thereof.
5.16. Within 5 (five) business days following receipt of the Contractor’s notice of defect remediation, the Client shall inspect the Construction Works, products, or parts thereof specified in the Defects Act and confirm in writing that the defects have been remedied. If the Client fails to confirm the remediation of defects or submit a justified claim to the Contractor within the specified period, the defects shall be deemed remedied.
5.17. If a dispute arises between the Parties regarding defects, either Party has the right to request an expert examination. The expert services shall be paid by the Client. The costs of the expert examination shall be borne by the Party that is at fault (whose position is not substantiated by the examination). The Contractor shall reimburse the Client’s expenses for such an expert examination within 15 (fifteen) days after a written request from the Client.
5.18. If the Parties fail to reach an agreement on procurement of expert services within 15 (fifteen) days or another period agreed upon in writing by the Parties from the date of receiving the other Party’s request for an expert examination, either Party has the right to initiate an expert examination independently at its own expense. If the expert examination does not establish that the Contractor breached the Contract or Laws, or that a causal link exists between the Contractor’s acts or omissions and the defects in the Works or products, the costs of such examination shall be borne by the Party that is at fault (whose position is not substantiated by the expert examination).
6.1. The Warranty Periods are established in the Special Terms and Conditions. The Warranty Periods shall commence on the date of acceptance of all Works (inclusive).
6.2. The Warranty Periods may be suspended for the duration during which the Client is unable to properly and/or fully use the products due to identified defects for which the Contractor is liable. If the Client is unable to use only a part of the products due to defects, the Warranty Periods shall be suspended only with respect to that part.
6.3. The Contractor shall not be liable for defects resulting 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.
7.1. The Contractor shall execute the Works in accordance with the deadlines specified in the Special Terms and Conditions:
7.1.1. execute the Works in accordance with the Schedule;
7.1.2. complete the Works by the final completion deadline.
7.2. Within 14 (fourteen) days from the entry into force of the Contract, or within another period specified in the Client’s Assignment, the Contractor shall prepare and submit to the Client a Schedule outlining the sequence and interdependencies of the execution of the Works, adhering to the final completion deadlines specified in the Special Terms and Conditions.
7.3. The Schedule shall indicate the deadlines for manufacturing, Construction Works, training of the Client’s Personnel, etc., if these activities are specified in the Client’s Assignment.
7.4. If the Works fall behind the Schedule, the Contractor shall update the Schedule so that the Deadlines for Works are not violated, and provide the Client with explanations of how the Contractor shall accelerate the Works (e.g., extending working hours or the number of shifts, increasing the Contractor’s Personnel, carrying out Construction Works concurrently, etc.). All updates shall be marked in the updated Schedule in a clearly recognizable manner. This provision shall not apply if the Contractor is entitled to an extension of the Deadlines for Works, in which case the Contractor shall update the Schedule to reflect the extended Deadlines for Works.
7.5. The Contractor shall have the right to execute the Works without interruption until the expiration of the Deadlines for Works. If any of the circumstances listed below arise and prevent the execution of the Works or any part thereof, the Contractor shall be entitled to an extension of the Deadlines for Works for a duration equal to the actual delay of the Works caused by the impact of such circumstances:
7.5.1. exceptionally adverse climatic conditions that are not described in the Contract Documents and that a professional and experienced construction contractor could not have reasonably foreseen prior to the deadline for submission of proposals, having assessed publicly available climatic data and forecasts in Lithuania;
7.5.2. due to decisions by Public Authorities or other circumstances, a shortage of workforce or materials/goods necessary for manufacturing or Construction Works, which a professional and experienced construction contractor could not have reasonably foreseen prior to the deadline for submission of proposals;
7.5.3. delay to the Works is caused by decisions, actions, or inaction on the part of Public Authorities, or energy or water suppliers, provided that the Contractor diligently complies with the procedures and deadlines established by such Public Authorities, energy, and water suppliers;
7.5.4. delay to the Works is caused by decisions, actions, or inaction on the part of the Client, the Client’s Personnel, or third parties for whom the Contractor is not responsible;
7.5.5. other circumstances specified in the Contract as entitling the Contractor the right to request an extension of the Deadlines for Works.
7.6. If the Contractor fails to meet the Deadlines for Works, liquidated damages of the amount specified in the Special Terms and Conditions shall apply to the Contractor for each day of delay, which in no case may exceed 10 (ten) percent of the total Contract Price for the Works.
7.7. The Contractor shall pay the Client liquidated damages for any delay in the Works (or parts thereof) within 15 days of the Client’s request. The Client shall have the right to deduct liquidated damages from amounts payable to the Contractor only after giving prior notice to the Contractor.
7.8. No additional penalties shall be imposed on the Contractor for delays of the Works, except for the Client’s right to terminate the Contract if the Works are delayed by more than 60 (sixty) days beyond the final completion deadline and, as a result of such delay, the Works lose their purpose for the Client.
7.9. In the event that the Contractor is entitled to an extension of the Deadlines for Works, but for any reason the Deadlines for Works cannot be extended, any failure to meet the completion deadlines (to the extent that the Contractor was entitled to an extension) shall not be considered a breach of Contract, and the Client shall have no right to demand liquidated damages for the delay and/or terminate the Contract.
7.10. The Contractor shall have the right to suspend the Construction Works or a part thereof, upon notice to the Client, during the winter break (from December 15 to March 15, or during any other winter break period specified in the Client’s Assignment), if such Construction Works (or part thereof) cannot be executed during that period in accordance with the technical requirements and solutions specified in the Works documentation or Laws due to unsuitable climatic conditions.
7.11. The Contractor shall have the right to suspend all or part of the Works, upon giving notice to the Client, if the Client delays payments under the Contract and fails to remedy the breach within 10 (ten) days after receipt of the Contractor’s written notice.
7.12. In the event of suspension of all or part of the Works, or Construction Works, the corresponding Deadlines for Works shall likewise be suspended, and the Contractor shall take necessary measures to properly suspend the Construction Works, protect the Construction Works and products from deterioration, damage, or loss, as well as comply with other instructions of the Client, including instructions to vacate and/or return the construction site, and enable the Client or third parties designated by the Client to execute works at the construction site.
7.13. If the Client suspends the Works through no fault of the Contractor, or if the Contractor suspends the Works due to the fault of the Client, the Client shall:
7.13.1. pay for the Works performed prior to the suspension in accordance with the procedure established in the Contract;
7.13.2. pay the Contractor the full purchase price for materials, equipment, etc. ordered or purchased for the Construction Works or manufacturing that the Contractor cannot cancel upon receiving the notice of suspension, no later than within 10 (ten) calendar days of the Contractor’s request; upon the Client’s payment for such materials, equipment, etc. required for the Construction Works or manufacturing, the Contractor shall immediately, but no later than within 2 (two) business days, mark them as the property of the Client;
7.13.3. reimburse the Contractor for all expenses incurred in connection with the suspension of Construction Works or manufacturing and their subsequent resumption (such as expenses of protecting or preserving Construction Works, storage of products, worker downtime costs, etc.).
7.14. The Client shall notify the Contractor of the cessation of the reasons for the suspension of the Works, or the expected date of cessation and resumption of the Works, immediately, but no later than within 2 (two) business days of becoming aware thereof.
7.15. After the Client notifies the Contractor of the resumption of the Works, or after the grounds for the Contractor to suspend the Works no longer exist, the Parties shall inspect, assess, and document the condition of the Construction Works and products within the shortest reasonable time possible. The Contractor shall resume the Construction Works and manufacturing as soon as possible; the calculation of the Deadlines for Works for the suspended works shall resume on the day the Contractor actually resumes the Construction Works and manufacturing of products.
7.16. If the suspension of all or part of the Works lasts longer than 3 (three) months, either Party shall have the right to unilaterally terminate the Contract out of court (with respect to all Works or the suspended part thereof) by giving the other Party 30 (thirty) days’ prior notice. The Contract shall be deemed terminated on the day following the expiration of the notice period, unless the execution of all Works or the suspended part has not been resumed within said notice period.
8.1. The Initial Contract Value and the Contractor’s proposal price, for which the Contractor has undertaken to execute the Works specified in the Client’s Assignment in accordance with the Contract Terms and Conditions, are set forth in the Special Terms and Conditions.
8.2. The Contractor’s proposal price shall be deemed to include all expenses incurred by the Contractor associated with the execution of all Works, as well as the proper and high-quality fulfilment of the Contractor’s other obligations provided for in this Contract, including taxes, duties, and other expenses, incurred by the Contractor in fulfilling its contractual obligations.
8.3. If the Contract includes bill of quantities for product manufacturing, such quantities shall be deemed approximate and shall not be considered actual and exact quantities of the Works. The exact quantity of materials used (kg) to perform the Contract shall, in all cases, be adjusted upon completion of manufacturing and full execution of the Works. The Client undertakes to pay the Contractor the adjusted price after full execution of the Works, which, due to the actual quantity of materials used (kg), may deviate from the Initial Contract Value specified in the Special Terms and Conditions and the Contractor’s proposal by no more than 10 (ten) percent. Any adjustment of the price based on actual amount of materials used for the execution of the Works shall not be considered Additional Works.
8.4. The breakdown of the Initial Contract Value provided in the Contractor’s proposal is attached to the Contract as an Annex to the Contract.
8.5. If it becomes apparent that the quantities of Works specified in the Client’s Documents are understated or overstated to properly complete the scope of Works defined in the Client’s Documents, the Contractor shall immediately notify the Client thereof.
8.6. If it becomes apparent that additional quantities of Works are required, the value of which, based on the latest available data, exceeds the Initial Contract Value, the Parties shall sign an Addendum to the Contract specifying the new quantities of Works and the adjusted Contract Price.
8.7. The Contract Price shall be subject to adjustment due to changes in price levels upon written request of either Party, unless the Special Terms and Conditions specify that the price adjustment shall not apply to the Contract Price. The effective date of the price adjustment shall be the date of receipt of the Party’s request by the other Party.
8.8. Amounts payable to the Contractor for the Works (both manufacturing and construction) must be recalculated based on the monthly price index for industrial producer prices (B_TO_E Industry) published by the State Data Agency of the Republic of Lithuania (www.stat.gov.lt) (https://osp.stat.gov.lt/statistiniu-rodikliu-analize?indicator=S7R130#/).
8.9. The Contract Price shall be recalculated due to index changes by multiplying the value of the unprocured Works under the Contract by the index change coefficient, which is calculated according to following formula:
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 means any period commencing no earlier than the date of submission of the Contractor’s proposal and ending no later than the date of the last Act of Completed Works under the Contract.
8.10. The Parties shall execute an Agreement on price (rate) recalculation within 10 (ten) calendar days from the date a Party submits a request to the other Party to recalculate the price (rate).
8.11. After the Parties execute the Agreement on the price (rate) recalculation, the recalculated price (rates) shall apply to manufacturing and Construction Works included in the Act of Completed Works (as Works performed during the reporting period), submitted by the Contractor to the other Party following the request of that Party to adjust the price (unit rate) recalculation. If the submission of the Act of Completed Works is delayed due to the time required to execute the Agreement, the Contractor shall have the right to either (a) submit an Act of Completed Works with non-recalculated prices (unit rates) and perform recalculation in the subsequent Act of Completed Works, or (b) suspend the submission of the Act of Completed Works until the prices (unit rates) are recalculated.
8.12. The first review of the Contract Price shall be conducted no earlier than 6 (six) months after the Contract enters into force, and thereafter the Contract Price may be reviewed no more frequently than every 6 (six) months. If there is a high probability that the prices of manufacturing cost elements may increase or decrease significantly within a short period of time, the Special Terms and Conditions shall provide that the minimum time frame for the first review shall not apply and/or that the frequency of Contract Price reviews shall not be restricted.
8.13. For example, the Contractor submitted its price proposal on May 15, 2025. The Contract for the Works was executed on May 31, 2025. The industrial producer price index was 116.5051 in May 2025 and 127.4641 in March 2026. The change between these indices is 127.4641 / 116.5051 = 1.0941. The price of the remaining part of the Works that have not been executed and accepted by the Act of Completed Works is multiplied by 1.0941. There are grounds to recalculate the Contract Price as of April 1, 2026. If the Contractor submitted a request to the Client for unit rate recalculation on April 15, 2026, the unit rates for the part of Works specified in the Act of Completed Works for April 2025 and subsequent months shall be multiplied by 1.0941.
8.14. If the price of materials or products necessary for the execution of the Works increases substantially and the Contractor could not have foreseen such price increase at the time of entering into 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 of materials or products specified in the Contract Price (rates) breakdown was actual at the time the Contract was concluded and was not artificially reduced (the majority of suppliers at the time of submission of the Contractor’s proposal supplied such materials or products at the price indicated by the Contractor) and that:
8.14.1. the price of a specific material or product for the Contract increased by more than 10 percent at the time of purchase, and there were no possibilities to procure such material or product at a lower price without breaching the Deadlines for Works; or
8.14.2. the total combined price of all materials or products purchased by the Contractor for the execution of the Contract increased by more than 10 percent, and there were no possibilities to procure materials or products at a lower price without breaching the Deadlines for Works.
8.15. In the case provided for in Clause 8.14, the Parties shall conclude an Agreement in which they shall recalculate the Contract Price by adding the amount of material or product price increase exceeding 10 percent of their price as specified in the Contract Price (unit rates) breakdown statement.
8.16. For example, if the price of materials or products specified in the Contract Price (unit rates) breakdown statement is EUR 100,000 and is increased to EUR 105,000 due to indexation, but the materials or products actually cost the Contractor EUR 135,000, then the Contractor shall have the right to demand an increase in the Contract Price by EUR 30,000 (EUR 135,000 – EUR 100,000 initial price – EUR 5,000 indexation).
8.17. In all cases, if the value-added tax (VAT) rate or payment procedure is amended by Laws, such amendments shall apply to the Part of the Works performed and VAT invoices issued by the Contractor after such amendments come into effect, without requiring a separate Agreement between the Parties. In such event, the Contract Price excluding VAT shall remain unchanged.
8.18. In the cases specified in the Contract, the Client shall reimburse the Contractor for any additional expenses incurred by the Contractor. Such expenses shall be included in the Contract Price as an increase in the cost of the Works attributable to the Client’s fault.
8.19. Within 10 (ten) business days (or within a longer period agreed upon by the Parties) from becoming aware of the circumstances that may cause the Contractor to incur additional expenses, the Contractor must submit to the Client detailed explanations regarding (i) the additional costs the Contractor is likely to incur, (ii) the unit rates of such costs according to the Contract Price (unit rates) breakdown statement and, where necessary, average market prices, and (iii) whether the costs are one-time or recurring.
8.20. After the Contractor submits the information and documents specified in Clause 8.19 to the Client, the Parties shall conclude an Agreement specifying the reimbursable expenses of the Contractor and the Client’s obligation to reimburse such expenses incurred by the Contractor.
9.1. In all cases, the Contractor shall commence the Works only upon receiving from the Client the full advance payment specified in the Special Terms and Conditions, which shall be offset against the final payment for all Works performed.
9.2. The Client shall pay the Contractor an advance payment within 10 (ten) business days after the signing of the Contract, or within any other time period specified in the Special Terms and Conditions.
9.3. If the Client fails to pay the advance payment by the specified period, the time limits for the execution of the Works shall be extended by a period equal to the delay in making the advance payment.
9.4. The Contractor shall submit to the Client for approval, by the 25th day of each calendar month, the Act of Completed Works for the reporting period, signed by the Contractor’s representative. The reporting period shall be the month from the 25th day of the preceding calendar month up to and including the 24th day of the current calendar month.
9.5. Unless the Special Terms and Conditions specify otherwise regarding the calculation of interim payment amounts, the Act of Completed Works shall include: (i) the actual quantities of Works paid for at a fixed unit rates, – the actual quantities performed during the reporting period and measured in accordance with the applicable measurement method; (ii) the actual scope of Works performed during the reporting period. If the Special Terms and Conditions specify stages, the Contractor shall distinguish between the stages in the Act of Completed Works.
9.6. Within 5 (five) working days of receipt, the Client shall either sign the Act of Completed Works or submit to the Contractor a written reasoned objection to the Act of Completed Works or any part thereof.
9.7. Upon receiving the Client’s objection to a part of the Act of Completed Works, the Contractor shall either: (a) amend the Act of Completed Works in accordance with the Client’s comments and resubmit it for approval, or (b) submit to the Client the Act of Completed Works for the part agreed to by the Client without further coordination, and include the remaining part in a subsequent Act of Completed Works.
9.8. Once the Contractor coordinates the Act of Completed Works with the Client and the Client approves it by signature, the Contractor shall, on the basis thereof, issue a VAT invoice within 5 (five) business days and submit it to the Client for payment.
9.9. The Client shall pay the Contractor’s invoice within 15 (fifteen) days of receipt, or within any other time period specified in the Special Terms and Conditions. The Client shall have no obligations to pay the Contractor’s invoice if the Act of Completed Works has not been approved in accordance with the procedure described above. If the Contractor submits an invoice prematurely, the payment period shall begin to run upon approval of the corresponding Act of Completed Works.
9.10. For any delay in paying an invoice submitted by the Contractor, the Client shall pay the Contractor liquidated damages at the rate of 0.2 percent of the overdue amount per day.
9.11. If, within 5 (five) business days after the Contractor submits the Act of Completed Works, the Client fails to perform any of the actions specified in Clause 9.6, the Act of Completed Works shall be deemed signed, and the Client shall be precluded from asserting any claims against the Contractor.
9.12. If, at any time after the execution of the Act of Completed Works, it becomes apparent that the Works included therein were performed improperly, the Client shall immediately submit a claim in respect thereof to the Contractor. In such a case, the Client shall have the right to withhold payments to the Contractor corresponding to the value of such Works (but in no event more), until the Contractor remedies the identified defects and both Parties confirm such remedy. Once the Contractor has remedied the defects, the Client shall pay the Contractor the withheld amount (retained) within 15 (fifteen) days after the Parties confirm the defect remediation.
9.13. The Client shall transfer payments to the Contractor to the Contractor’s bank account specified in the Special Terms and Conditions.
9.14. All payments under the Contract shall be made in Euro. International bank transfer fees for transfer from Lithuania to another country shall be made at the expense of the recipient.
10.1. The Parties shall maintain confidentiality and undertake, without prior written consent of the other Party, not to disclose any information of that Party designated as confidential to any employees, affiliated persons, or other third parties for whom it is not necessary to use such information for their work purposes, except in the cases specified below.
10.2. A Party shall have the right to disclose confidential information of the other Party in the following cases:
10.2.1. disclosure of confidential information is necessary for the proper exercise of a Party’s rights or performance of the obligations under the Contract – but in such case, information shall be disclosed to the extent necessary for the exercise or performance of contractual rights or obligations, and only to such third parties for whom it is necessary, provided that the third parties receiving confidential information assume the same confidentiality obligations as those set forth in this Contract. If third parties disclose confidential information, the Party assumes responsibility for their actions as if they were its own;
10.2.2. disclosure of confidential information is required pursuant to the requirements of Laws, including cases where lawfully requested by a Public Authority.
10.3. Before disclosing confidential information, a Party shall inform the other Party (to the extent not prohibited by Laws) of the necessity or a received requirement of a Public Authority to disclose confidential information and take reasonable measures to ensure the confidentiality of the disclosed information.
10.4. A Party shall be liable:
10.4.1. for any unauthorised disclosure, transmission, or unauthorized use of the other Party’s confidential information or any part thereof, including accidental disclosure;
10.4.2. for failing to take all reasonable measures to preserve and protect the other Party’s confidential information or any part thereof, or to prevent its further unauthorised disclosure, transfer, or use.
10.5. A Party shall pay the other Party a penalty in the amount specified in the Special Terms and Conditions and compensate for all direct damages caused by a breach of the confidentiality obligations to the extent that such damages exceed the amount of the penalty. The Parties shall be bound by the confidentiality obligation even after the termination of the Contract.
11.1. In executing the Contract, the Parties shall act as independent data controllers. When collecting and processing personal data, the Parties shall comply with Regulation (EU) 2016/679 of the European Parliament and of the Council dated 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), as well as the requirements of applicable Laws, and ensure that data subjects are properly informed about the processing of their personal data.
11.2. In executing the Contract, the Parties shall properly process the personal data of each other’s representatives, specialists, and other personnel, such as name, surname, position, contact information, etc. The Parties shall process such personal data only to the extent necessary for the execution of the Contract. The Parties undertake to properly inform their representatives, specialists, and other personnel whose personal data will be transferred to the other Party about the processing of their personal data.
11.3. A Party shall notify the other Party of any changes regarding its representatives, specialists, and other personnel, as well as changes to their personal data, if such data has been provided to the other Party.
12.1. A Party shall have the right to assign its rights and obligations arising under the Contract only if not prohibited by Laws or the Contract and only upon obtaining the prior written consent of the other Party. A Party shall give its written consent or state its reasoned objections in writing within 5 (five) business days of receiving the request from the other Party. The Parties shall execute an Agreement setting forth the terms and conditions for the assignment of specific rights and/or obligations arising under the Contract.
12.2. The Client shall not have the right to grant the Contractor consent to assign its rights and/or obligations under the Contract if this would violate the Laws or infringe upon the rights or interests of the Client.
12.3. When transferring ownership of the product(s) during the Contract’s validity (including during the Warranty Period), the Client has the right, at its discretion and without separate consent from the Contractor, to assign all or part of its rights in respect of any warranties granted by the Contractor under the Contract (including the right to assert claims regarding defects in the Works, demand their rectification, or seek compensation for damages incurred due to such defects) to the acquires of the product(s) (or any part thereof).
13.1. Each Party represents and warrants to the other Party that:
13.1.1. the Party is duly incorporated and validly existing under the Laws of its state of incorporation specified in the Special Terms and Conditions; the Party is an active legal entity that is not subject to reorganisation or liquidation, and has not been granted any special status that would condition the Party’s ability to fulfil its obligations on obtaining special permits, consents, or fulfilling certain conditions;
13.1.2. all necessary decisions have been lawfully adopted and are valid, all required permits and consents have been obtained, and all other legal actions necessary for the execution, validity, and performance of the Contract have been lawfully performed and remain in force;
13.1.3. in entering into the Contract, the Party does not exceed its authority and does not violate any applicable Laws, court or arbitral decision, administrative acts, contracts, or other obligations under applicable private law, public law, European Union law, or international law;
13.1.4. the Party is solvent and financially capable of fulfilling the obligations assumed under the Contract;
13.1.5. the representative of the Party has all the necessary authority to execute and perform the Contract; in executing and signing the Contract, the representative of the Party does not violate the articles of association, regulations, or other internal documents of the Party, nor the rights and legitimate interests of the management and other corporate bodies and/or creditors of the Party, and acts in good faith and reasonably with respect to the Party, members of its corporate bodies,, and creditors when entering into the Contract;
13.1.6. the Party has evaluated all circumstances of material importance for the execution and performance of the Contract; none of the terms and conditions or circumstances specified in the Contract adversely affect the Party’s will to enter into the Contract on the terms specified herein and to fulfil the obligations arising from the Contract;
13.1.7. the Contract is executed in accordance with the principles of good faith, reasonableness, fairness, and equality of the Parties, without the use of deceit or coercion. The Parties have disclosed to each other all information known to them that is of material importance to the execution and performance of the Contract;
13.1.8. all representations and warranties of the Parties are comprehensive and do not omit any circumstances that would render such representations or warranties untrue.
13.2. In addition to the representations and warranties set forth in Clause 13.1, the Contractor further represents and warrants to the Client that the Contractor holds all valid and lawful permits, licenses, certificates, and qualification recognition documents required by Laws for the execution of the Contract.
14.1. Payment of penalties for delay or breach of contractual obligations shall not relieve a Party from fulfilling its obligations provided for in the Contract.
14.2. The penalties specified in the Contract shall serve as a safeguard for timely fulfilment of obligations and as a minimum remedy for a Party that has suffered losses due to contractual breaches, so that such Party is not required to prove the quantum of those losses.
14.3. In the event that it is determined that any of the representations or warranties provided in the Contract was materially incorrect, false, or misleading, the breaching Party shall compensate the aggrieved Party for all direct losses incurred by the aggrieved Party as a result of such incorrect, false, or misleading representation or warranty.
14.4. The remedies provided for in the Contract shall not limit the Parties’ right to exercise other lawful remedies.
14.5. The liability of the Parties under the Contract shall be limited to direct losses – neither Party shall be held liable to the other Party for loss of profits, loss of use of the object, losses arising from contracts concluded by either Party with third parties, or for any other indirect losses or damages arising out of or in connection with the Contract (unless otherwise specified in the Client’s Assignment).
14.6. Each Party’s maximum total aggregate liability under the Contract is further limited to the amount specified in the Special Terms and Conditions (if specified).
14.7. The limitations of liability under the Contract shall not apply in cases of intentional misconduct or gross negligence, non-pecuniary damage, personal injury, or death, nor in cases of damage (loss) caused to third parties, including instances where damage caused by one Party to third parties is compensated by the other Party.
14.8. Expiration or termination of the Contract shall not relieve the Parties from liability for any breach of the Contract. Upon expiration or termination of the Contract, the Parties shall not lose the right to claim compensation for losses incurred due to non-execution of the Contract and payment of liquidated damages.
15.1. A Party shall not be held liable for non-performance or partial non-performance of any obligations under the Contract if the Party proves that such failure was due to circumstances beyond its control and which could not have been reasonably foreseen at the time of entering into the Contract, and that the Party could not have prevented the occurrence or such circumstances or their consequences, nor had assumed the risk of occurrence of such circumstances.
15.2. In the event of force majeure, the Parties shall be released from the payment of liquidated damages and compensation for losses for the non-performance, partial non-performance, or improper performance of their contractual obligations in accordance with the procedure established by Laws, and the deadline for the performance of obligations shall be extended accordingly.
15.3. A Party seeking relief from liability shall notify the other Party of the force majeure circumstances immediately, but no later than within 7 days from the occurrence or emergence of such circumstances, providing evidence that it has taken all reasonable precautions and made all efforts to minimise costs or adverse consequences, as well as indicating the expected time frame for the performance of its obligations. The Party shall also provide a corresponding notice to the other Party when the grounds for non-performance cease to exist.
15.4. The grounds for releasing a Party from liability shall commence from the moment the force majeure circumstances occur or, if notice was not provided in a timely manner, from the moment the notice is provided. If a Party fails to send timely notice or fails to inform the other Party, it shall compensate the other Party for any damages incurred due to late notification or the absence of any notification at all.
15.5. Lack of necessary financial resources, or default by the debtor’s counterparties on their obligations, or the debtor’s breach of its own obligations toward counterparties shall not be considered force majeure events.
16.1. If any provision of the Contract is or becomes partially or fully invalid, the Parties shall execute an Agreement as soon as practicable to replace the invalid provision with another provision that, to the extent possible, achieves the same economic and legal effect as intended when agreeing upon the invalid provision. Any such invalid provision shall not render the other provisions of the Contract invalid, provided that this does not violate the Laws and it can be assumed that the Contract would have been lawfully executed even without the inclusion of the invalid provision.
16.2. If an amendment to a provision of the General Terms and Conditions set forth in the Special Terms and Conditions is or becomes partially or fully invalid, the version of that General Terms and Conditions provision prior to the amendment shall not apply.
17.1. In cases clearly specified in the Contract and Laws, the Contract shall be amended by the Parties executing a written Agreement. In the event that the content of the Special Terms and Conditions is amended, the Client shall prepare a new version of the Special Terms and Conditions each time, inserting the version sequential number and the effective date therein. Any changes to data specified in the Special Terms and Conditions regarding the Parties or third parties involved in the performance of the Works shall not be deemed an amendment to the Contract, and the Client shall update such data unilaterally by providing the Contractor with a new version of the Special Terms and Conditions. In any case, an amendment to the Contract shall not substantially alter the Contract.
17.2. The Contractor shall have the right to execute Additional Works or to refrain from executing the Works that are being waived only after the Parties execute an Agreement in respect thereof.
17.3. The Parties shall cooperate and endeavour to execute an Agreement as soon as possible, but no later than within 30 (thirty) days from the initiation of the Agreement (i.e., from the service of notice to the other Party).
17.4. In the event that the Contractor, pursuant to the terms of the Contract, initiates the execution of an Agreement without which the Contractor cannot perform the Works or specific actions under the Contract, or is required under Laws to suspend the Works or other specific actions under the Contract, the Client’s avoidance or unreasonable refusal to execute such an Agreement shall constitute grounds for the Contractor to suspend the performance of all Works or other specific actions under the Contract.
17.5. Agreements shall enter into force upon their execution.
18.1. If a Party breaches the Contract or Laws, the other Party shall have the right to submit a written claim specifying which provision of the Contract or Law was breached and in what manner, and to set a reasonable period to remedy the breach. In the event that a Party notifies the other Party in such claim of the termination of the Contract if the breach is not remedied, the claim shall specify a period of no less than 30 (thirty) days to remedy the breach.
18.2. Upon receiving a claim, the Client or the Contractor shall immediately but no later than within 5 (five) business days, respond to the claim and specify the measures it will take to remedy the breach within the period specified in the claim, or provide a reasoned proposal for another reasonable period. The period to remedy breaches proposed by the Party shall replace the period specified in the claim only if confirmed by the other Party.
18.3. The Client shall have the right to unilaterally terminate the Contract out of court if the Contractor commits a material breach of the Contract, namely:
18.3.1. fails to execute the Works or executes the Works manifestly too slowly to complete them within the Deadlines for Works, and, upon receiving a claim from the Client regarding delay, fails to take measures to accelerate the Works;
18.3.2. breaches the Deadlines for Works and, due to the delay, the Works lose their purpose for the Client, if such a condition was specified in the Client’s Assignment;
18.3.3. fails to comply with all requirements of Laws and the Contract, as a consequence of which the product lacks the standard required and/or properties stipulated by Laws and the Contract, and/or cannot be used for its intended purpose during the intended lifespan of the product;
18.3.4. commits another breach of the Contract that meets the criteria for a material breach set forth in the Civil Code of the Republic of Lithuania, and, upon receiving the Client’s claim, fails to remedy the breach;
18.3.5. becomes insolvent, becomes subject to restructuring or bankruptcy proceedings, or if liquidation proceedings are initiated or commenced, or if its assets come under the management of a court or a bankruptcy administrator, or if its activities are suspended or restricted, or its status under the Laws of its country of registration is identical or similar, or it enters into an agreement with its creditors (an agreement between the Contractor and creditors to continue the Contractor’s business where the Contractor assumes certain obligations and the creditors agree to defer, reduce, or waive their claims) and fails to provide the Client with reasonable proof that it will be able to properly execute the Contract, and fails to remedy the breach upon receipt of the Client’s claim.
18.4. If the circumstances set forth in Clauses 18.3.1 through 18.3.5 relate only to a specific Part, the Client shall have the right to terminate the Contract only in respect to that Part.
18.5. The Client shall have the right to unilaterally terminate the Contract out of court in other cases provided for by Laws or the Contract.
18.6. If the Contractor considers that the Client has unreasonably terminated the Contract on the grounds of a material breach and wishes to challenge such termination in court, the Contractor shall file a claim with the court within 30 (thirty) days from the date of termination of the Contract, unless Laws establish a longer time limit.
18.7. The Contractor shall have the right to unilaterally terminate the Contract out of court if:
18.7.1. the Client breaches the payment terms to the Contractor, the Client’s debt to the Contractor exceeds 20 percent of the Initial Contract Value, and the Client, upon receiving the Contractor’s claim, fails to pay the amounts due to the Contractor within 30 (thirty) days;
18.7.2. the price of materials or products required for the execution of the Works increases substantially, and the price increase amounts to not less than 15 percent of the Initial Contract Value (taking into account its indexation), but the Client avoids or refuses to execute an Agreement with the Contractor and fails to remedy the breach upon receiving the Contractor’s claim;
18.7.3. the Client becomes insolvent, becomes subject to restructuring or bankruptcy proceedings, or if liquidation proceedings are initiated or commenced, or if its assets come under the management of a court or a bankruptcy administrator, or if its activities are suspended or restricted, or its status under the Laws of its country of registration is identical or similar, or it enters into an agreement with its creditors (an agreement between the Client and creditors to continue the Client’s business where the Client assumes certain obligations and the creditors agree to defer, reduce, or waive their claims) and fails to provide the Contractor with reasonable proof that it will be able to properly execute the Contract, and fails to remedy the breach upon receiving the Contractor’s claim.
18.8. If the circumstances set forth in Clauses 18.7.1 through 18.7.3 relate only to a specific Part or a specific Agreement, the Contractor shall have the right to terminate the Contract only in respect to that Part or to terminate only that Agreement.
18.9. The Contractor shall have the right to unilaterally terminate the Contract out of court in other cases provided for by Laws or the Contract.
18.10. The Contractor shall give the Client prior notice of not less than 30 (thirty) days regarding the termination of the Contract or Agreement.
18.11. The Parties shall have the right to agree to terminate the Contract if all of the following conditions are met cumulatively:
18.11.1. execution of the Contract has become excessively onerous or impossible due to objective reasons independent of the will and actions of the Parties;
18.11.2. excessive onerousness of executing the Contract cannot be eliminated by mutual agreement of the Parties to lawfully amend the Contract, or the Parties, having entered into negotiations to amend the Contract, fail to reach a mutual satisfactory result.
18.12. An Agreement to terminate the Contract shall be initiated by either Party.
18.13. While the Parties negotiate the execution of an Agreement to terminate the Contract, the Parties shall be entitled to agree on the suspension of the execution of the Works.
18.14. Upon the Parties reaching an agreement to terminate the Contract, the Client’s obligation remains to settle accounts with the Contractor for the Part of the Works actually performed, and for the materials and goods already purchased and paid for by the Contractor in connection with the execution of the Works.
18.15. If the Parties fail to reach an agreement to terminate the Contract, either Party shall have the right to apply directly to a court seeking a judicial decision to terminate the Contract.
18.16. Termination of the Contract shall release the Parties from the further execution of the Works. However, termination of the Contract shall not affect the validity of contractual provisions governing dispute resolution or any other provisions of the Contract that by their nature remain in effect after termination.
18.17. If the Contract is terminated due to the Client’s fault, the Client shall compensate the Contractor for the full amount of the unperformed part of the Works. The Contractor shall have the right to retain the construction site, Works documentation, as well as production items and equipment to be handed over to the Client, until the Client fully settles accounts with the Contractor under with the Contract.
19.1. On all matters regarding the performance of the Contract, the Parties shall issue notifications, requests, agreements, consents, approvals, confirmations, instructions, requirements, or claims to each other. Such documents shall be drafted in Lithuanian, signed with a qualified electronic signature, and sent via email to the addresses specified in the Special Terms and Conditions of the Contract, provided that the identity of the sender, the time of dispatch, and the protection of the content are ensured by technical measures. The Parties shall communicate in Lithuanian or in another language or languages understood by both Parties.
19.2. If a Party notifies the other Party of its new contact information, then, upon receipt of such notice, the other Party shall send all notices and information required under the Contract using the new contact information, and the Parties shall amend the Special Terms and Conditions accordingly. If a Party fails to notify the other Party of a change in contact information, or until the other Party receives such notice, the sending of a notice to the last known contact information of the Party shall be deemed proper.
19.3. The Parties shall respond to the notices, requests, requirements, demands, claims, or other correspondence of the other Party immediately, but no later than within 5 (five) business days of receipt of the document, unless a later date is specified elsewhere in the Contract or in the document or correspondence itself. A Party shall be entitled to provide a response within a longer period if such a period is objectively necessary and the Party notifies the other Party thereof, stating the reasons, immediately upon receipt of the document or correspondence, but no later than within 2 (two) business days.
19.4. If a notice is delivered in person, by mail, or by courier, it shall be delivered against a signed receipt and shall be deemed received on the date indicated on the confirmation of receipt.
19.5. If a notice is sent by email, it shall be deemed to have been received by the recipient on the next business day.
19.6. If a notice is sent by several different means, it shall be deemed to have been received by the recipient at the time the recipient received the earliest notice.
20.1. The conclusion, performance, and interpretation of the Contract are governed by the law of the Republic of Lithuania.
21.1. Any disputes, disagreements, or claims arising from or in connection with the Contract, its breach, termination, or validity, shall first be resolved through negotiations between the executives of the Parties or their authorised managerial staff or teams.
21.2. Either Party shall be entitled to initiate a dispute by submitting a formal claim to the executive of the other Party.
21.3. Both Parties shall promptly provide the executives of both Parties with all information that may be required in the course of resolving the dispute.
21.4. The executives of both Parties shall agree on a resolution of the dispute. The joint decision shall be binding and the Parties shall implement it without delay.
21.5. If the Parties fail to resolve the dispute amicably within 30 (thirty) days (or within any other period agreed upon by the Parties) after a Party receives the other Party’s claim pursuant to this clause, or if one of the Parties fails to comply with the decision of the executives, or if negotiations between the executives are not commenced, such dispute, disagreement, or claim arising out of or in connection with this Contract, its breach, termination, or invalidity, shall be resolved in the courts of the Republic of Lithuania.
21.6. Pending disputes shall not constitute grounds for the Parties to refuse to fulfil their obligations under the Contract.
21.7. The language of all dispute documents (including pleadings) and dispute proceedings shall be Lithuanian; however, if the Contractor is a foreign entity the language of the dispute shall be Lithuanian and/or another language understood by both Parties, as specified in the Special Terms and Conditions.
22.1. The Contract shall be deemed concluded when the Parties sign the Special Terms and Conditions either by hand or with a qualified electronic signature. If the Parties sign these documents at different times, the Contract shall be deemed concluded on the date when the last Party signs the Special Terms and Conditions.
22.2. Upon the conclusion of the Contract, the General Terms and Conditions and the annexes shall become an integral part of the Contract.
22.3. The Contract is executed in Lithuanian. If the Contract or any document forming part of it is additionally executed in or translated into another language, the Lithuanian text shall prevail in all cases.
22.4. The Contract shall expire upon its proper performance, including the fulfilment of all warranty obligations of the Contractor under the Contract. The Contract shall also expire in other cases provided for in the Contract and by Law.
_____________________