1.1 These General Terms and Conditions of Sale (“GTC”) apply to all deliveries, services, and offers provided by UAB NANOPLIUS, operating under the brand Ewocar.
1.2 These GTC apply exclusively to business customers (B2B). Any deviating, conflicting, or supplementary terms of the customer shall not apply unless expressly agreed in writing by Ewocar.
1.3 By placing an order, the customer accepts these GTC as binding.
1.4 Amendments or verbal agreements require written confirmation to be legally effective.
2.1 All offers made by Ewocar are non-binding and subject to change, including prices, quantities, delivery times, and technical specifications.
2.2 A binding contract is concluded only upon written order confirmation by Ewocar or upon dispatch of the goods.
2.3 Ewocar sales representatives are not authorized to enter into binding agreements deviating from these GTC unless expressly authorized in writing.
2.4 Commercial resale of Ewocar products is permitted only with prior written approval and may be subject to additional reseller or distributor agreements.
3.1 Prices are quoted net, excluding VAT and any applicable taxes, duties, or shipping costs, unless stated otherwise.
3.2 Invoices are payable in advance unless otherwise agreed in writing.
3.3 Ewocar reserves the right to require advance payment or security if the customer’s creditworthiness becomes doubtful.
3.4 In case of late payment, statutory default interest applies. Ewocar reserves the right to suspend further deliveries until outstanding payments are settled.
3.5 The customer may offset claims only if they are undisputed or legally established.
4.1 Delivery dates are indicative unless expressly agreed as binding in writing.
4.2 Partial deliveries are permitted if reasonable for the customer.
4.3 Delivery is made FCA (Free Carrier) Ewocar warehouse, unless otherwise agreed.
4.4 Risk passes to the customer upon handover of goods to the carrier.
5.1 Ewocar shall not be liable for delays or non-performance due to events beyond its reasonable control, including but not limited to force majeure, strikes, supply chain disruptions, or governmental actions.
5.2 In such cases, Ewocar is entitled to suspend or withdraw from the contract without liability.
6.1 Packaging is intended for transport protection only and shall be disposed of by the customer in accordance with applicable regulations.
6.2 Returnable or reusable packaging may be subject to separate agreements.
7.1 Delivered goods remain the property of Ewocar until full payment of all outstanding claims arising from the business relationship.
7.2 The customer may resell goods in the ordinary course of business but hereby assigns all resulting claims to Ewocar as security.
7.3 Ewocar is entitled to reclaim goods in case of payment default.
8.1 The customer must inspect goods immediately upon receipt and notify Ewocar in writing of any defects without undue delay.
8.2 Minor deviations in color, smell, viscosity, or packaging that do not impair usability do not constitute defects.
8.3 Ewocar may, at its discretion, remedy defects by replacement or repair.
8.4 Improper use, storage, or handling excludes warranty claims.
9.1 Ewocar is liable without limitation for damages resulting from intent or gross negligence, injury to life, body, or health, or under mandatory product liability laws.
9.2 For slight negligence, Ewocar is liable only for foreseeable damages arising from the breach of essential contractual obligations.
9.3 Liability for indirect or consequential damages, including loss of profit, is excluded to the extent permitted by law.
10.1 Warranty claims expire 12 months after delivery, unless mandatory statutory provisions provide otherwise.
11.1 Any equipment provided on loan remains the property of Ewocar and must be returned upon request.
11.2 The customer is liable for loss, damage, or improper use.
12.1 These GTC are governed by the laws of the Republic of Lithuania, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
12.2 The place of jurisdiction is Lithuania, unless mandatory legal provisions require otherwise.
If any provision of these GTC is or becomes invalid, the validity of the remaining provisions shall not be affected.
Ewocar reserves the right to amend these GTC. Updated versions apply to future orders only.
