GENERAL TERMS AND CONDITIONS OF SALE AND PURCHASE OF GOODS

28 January 2026

These General Terms and Conditions of Sale and Purchase of Goods (the “Terms and Conditions”) apply to all sales of goods by the Seller.

1. DEFINITIONS

1.1 Seller means Frusela, UAB, company code 302498823, VAT code LT100005321214, registered address Gedimino g. 110, LT-40134 Kupiškis, Lithuania.

1.2 Buyer means any legal entity purchasing Goods from the Seller.

1.3 Goods means products manufactured and/or sold by the Seller.

1.4 Agreement means these Terms and Conditions together with any Special Conditions, Order Confirmations, annexes, or amendments.

1.5 Special Conditions means any specific terms agreed separately in writing.

1.6 Order Confirmation (OC) means a purchase request submitted by the Buyer and expressly accepted by the Seller in writing.

2. SCOPE OF APPLICATION

2.1 These Terms and Conditions apply to all Agreements unless expressly agreed otherwise in writing.

2.2 In case of conflict between these Terms and Conditions and Special Conditions or an Order Confirmation, the latter shall prevail.

3. CONCLUSION OF AGREEMENT

3.1 An Agreement is concluded upon issuance of an Order Confirmation by the Seller.

3.2 The Seller reserves the right to reject any purchase request without obligation to justify.

4. PRICE AND PAYMENT

4.1 Prices shall be as specified in the Special Conditions and/or Order Confirmation.

4.2 Payment terms shall be as specified in the Special Conditions and/or Order Confirmation.
If not specified, the Seller may require advance payment prior to delivery.

4.3 The Seller has the right to suspend delivery in case of late payment.

4.4 A penalty is paid for each day of delay – 0.02% for each day of delay.

5. DELIVERY AND RISK

5.1 Delivery terms shall be governed by INCOTERMS 2020 as specified in the Order Confirmation.

5.2 Risk of loss or damage passes in accordance with the applicable INCOTERMS rule.

6. INSPECTION AND ACCEPTANCE

6.1 The Buyer shall inspect the Goods immediately upon delivery.

6.2 Any visible defects, shortages, or non-conformities must be recorded in delivery documents and notified to the Seller in writing within five (5) business days from delivery.

6.3 Failure to notify within the stated time shall constitute unconditional acceptance of the Goods.

7. QUALITY

7.1 The Seller warrants that the Goods comply with applicable legal requirements at the time of delivery.

7.2 The Seller is not liable for defects resulting from improper transport, storage, or handling by the Buyer.

8. OWNERSHIP

8.1 Ownership of the Goods transfers to the Buyer only after full payment.

8.2 Until ownership transfer, the Seller retains title to the Goods.

9. LIMITATION OF LIABILITY

9.1 The Seller shall not be liable for indirect, consequential, or economic losses.

9.2 Total liability of the Seller shall not exceed the price paid for the Goods giving rise to the claim.

9.3 Nothing limits liability for fraud, gross negligence, or willful misconduct.

10. FORCE MAJEURE

10.1 Neither Party shall be liable for failure caused by force majeure as defined in the ICC Force Majeure Clause (2020).

10.2 If force majeure continues longer than ninety (90) days, either Party may terminate the Agreement.

11. CONFIDENTIALITY

11.1 All non-public information exchanged shall be treated as confidential.

12. GOVERNING LAW AND ARBITRATION

12.1 This Agreement shall be governed by the laws of the Republic of Lithuania.

12.2 Any dispute shall be finally settled by arbitration under the Rules of the Vilnius Court of Commercial Arbitration (VCCA).

12.3 The seat of arbitration shall be Vilnius, Lithuania. The language shall be English.

13. MISCELLANEOUS

13.1 Entire Agreement – This Agreement constitutes the entire understanding between the Parties.

13.2 Amendments must be in writing.

13.3 Severability – Invalid provisions shall not affect the remainder.

SELLER DETAILS

Frusela, UAB
Company code: 302498823
VAT code: LT100005321214
Address: Gedimino g. 110, LT-40134 Kupiškis, Lithuania