1. Terms in use
1.1. Capitalized terms shall have the following meanings, unless the context otherwise requires:
1.1.1. The Contractor means TRELO, i.e. Trelo, UAB or an affiliated group company, as set out in the Order Sheet.
1.1.2. The Customer means a natural or a legal person referred to in Clause 2.2 of the Special Conditions.
1.1.3. The Parties mean the Contractor and the Customer; a Party means either the Contractor or the Customer.
1.1.4. The Services mean the Contractor’s activities requiring special expertise, as listed in the Order Sheet signed by the Parties, such as maintenance and repair of vehicles and/or other machinery. This term shall not include supplies of goods under separate agreements, unless expressly stated otherwise.
1.1.5. The General Conditions mean these standard conditions for the provision of Services by the Contractor to the Customer.
1.1.6. The Special Conditions mean the conditions for the provision of the Services as further agreed between the Customer and the Contractor supplementing/replacing the General Conditions.
1.1.7. The Order Sheet means a document signed by both Parties in the form prescribed in Clause 10.1 (in Annex) of the Special Conditions, detailing the specific Services provided by the Contractor to the Customer. After its approval by the Contractor, an order which is placed by the Customer with the Contractor (including the one made by telephone and/or via e-mail) and the content of which complies with the requirements set out in Clause 10.1 (in Annex) of the Special Conditions, shall be considered an Order Sheet.
1.1.8. The Order means a Service Order where the Services (result thereof) requested by the Customer are recorded in the Order Sheet and the price is set therein as a fixed amount or is determined by the Contractor’s according to actual time for the execution of the order based on the Service rate agreed by the Parties.
1.1.9. The Machinery means the Customer’s vehicles and/or other technical equipment specified in the Order Sheet or its annex which shall be subject to the maintenance and/or repair (provision of Services) hereunder.
1.1.10. The Confidential Information means any financial, technical, operational, administrative, business, corporate, commercial or any other information and data relating to any of the Parties, any affiliated companies of the Party, and/or commercial relations between the Parties, provided to that Party or its authorized recipients in oral, visual or written form (including by electronic or other means), whether or not such information or data was presented before or after the conclusion of this Agreement. In addition, the Confidential Information shall cover all information, including specifications for commercial relationships and commercial services, business information, know-how, data, technology, inventions, designs, processes, models, research, the conditions hereof, and any information relevant to this Agreement and its implementation. The Confidential Information shall not include information that (i) was in the public domain prior to the conclusion hereof; (ii) information about the Contractor’s services and other commercial offers made/disclosed by the Contractor for promotional or other purposes at its sole discretion; (iii) has been obtained by the Party from specified third parties not bound by any confidentiality obligation.
1.1.11. The Agreement means the General Conditions and the Special Conditions with all of their annexes (including the Order Sheets), the agreements on amendments and additions signed by the Parties.
1.2. In the event of a conflict or discrepancy between the General Conditions and the Special Conditions, the provisions of the Special Conditions shall prevail.
2.1. The Contractor shall render the Services ordered by the Customer pursuant to the conditions set forth herein, and the Customer shall pay a fee for such Services in the amount specified in the Special Conditions and/or the Order Sheet. During the term hereof, the Customer’s representative named in Clause 6.2 of the Special Conditions may contact the Contractor for the provision of specific Services.
2.2. When the Customer applies to the Contractor regarding the order of the Services, the Customer or the Contractor acting on behalf of the Customer shall complete the Order Sheet specifying: (i) the Machinery identification data referred to in the Order Sheet; (ii) the scope and/or the result of the Services; (iii) the Order execution date or execution schedule; (iv) the price and/or the relevant rates; (v) other material conditions of the Order. The Contractor shall have the right to request the additional information from the Customer.
2.3. The scope of the Order may be changed pursuant to Clause 2.2 of the General Conditions. In addition, where the new information about the state of the Machinery, its breakdowns and the Customer’s needs related thereto becomes apparent in the course of the Order execution process, the Contractor may offer the Customer any additional work which the Contractor considers necessary for the successful execution of the Order, by specifying reasonable time limits for such work to be done and the cost of such additional work. The agreement between the Parties shall be made in writing (including by electronic means, when the content of the agreement is clearly documented). Should the Customer refuse such additional work or disagree with the terms proposed by the Contractor, the Contractor, having informed the Customer by the means covered herein, shall have the right to refuse to continue the execution of the Order, if, without such additional work, the execution of the Order would be significantly more difficult for the Contractor. In such case, the Customer shall pay only for the Order works already performed by the Contractor.
2.4. The Order becomes binding on the Contractor and the Customer only after both Parties sign (approve) the respective Order Sheet, which shall form an integral part hereof.
2.5. The Services shall normally be provided at specific hours in the Contractor’s place of Services, unless otherwise agreed by the Parties. The Contractor may also render the Services to the Customer in a place other than that of provision of the Services (on road), by concluding a separate agreement on a case-by-case basis with regard to the conditions of such Services.
3. Price of the Services and payment procedure
3.1. The price of the Services shall be stated in the Special Conditions and/or the Order Sheet. The price of the Services may be indicated: (i) as a total (fixed) amount for the agreed scope or result of the Services referred to in the Order, or (ii) as an applicable hourly rate or a rate for individual works, and the final price for the Services shall be calculated on the basis of the Contractor’s actual time for the provision of the Services and/or the individual works actually performed.
3.2. The Customer shall pay for the Services rendered within the time limits agreed upon in the Special Conditions and/or the Order Sheet, and, if such time limits are not discussed separately, according to the VAT invoice issued by the Contractor, immediately after the Services are rendered and the Transfer and Acceptance Certificate is signed. After the provision of the Services, the Contractor shall have the right to withhold (not to transfer to the Customer) the Customer’s Machinery at his disposal until the Customer pays for the Services provided.
3.3. The Payment shall be made to the Contractor’s bank account or in cash. In the case of payment by bank transfer, the payment date shall be the date on which the relevant amount is credited to the Contractor’s account.
3.4. The Customer undertakes to settle accounts with the Contractor for all the Services and goods (parts) agreed with and ordered from the Contractor. This obligation of the Customer shall also apply if the Customer changes the Order or renounces the ordered goods (parts) before the completion of the Order, unless the Parties separately agree on another procedure for the payment of unused goods (parts).
3.5. The Parties hereto shall settle their financial obligations in respect to each other in full and offset shall be permitted only with the written consent of the other Party.
4. Place and terms of the provision of Services
4.1. The Services shall be provided at the location specified in the Special Conditions and/or the Order Sheet, or, if such location is not indicated separately, at the Contractor’s premises.
4.2. The Contractor undertakes to render the Services within the time limits set out in the Special Conditions and/or the Order Sheet, or, if no such time limits are specified, within a reasonable period of time required to provide such Services. In the event of any delay in the performance of duties by the Customer (e.g. to provide additional information requested by the Contractor or to create appropriate conditions for the provision of the Services, etc.) or in the case of impediments to the provision of Services, which neither Party could foresee, the time limits for the performance of obligations shall be extended accordingly. In any case, the Contractor undertakes to make all reasonable efforts to perform the work provided for hereunder in a timely manner.
5. Procedure for the provision of the Services
5.1. In cases where the Contractor determines that the fulfilment of certain requirements or instructions of the Customer in the course of provision of the Services threatens the suitability of the Services rendered, the Contractor shall immediately notify the Customer thereof. If the Customer, after having been informed, instructs the Contractor to continue the work pursuant to the Customer’s requirements or instructions, the Customer shall be deemed to assume all risks related thereto.
5.2. The Contractor shall, at the Customer’s request, inform him of the progress in the provision of the Services.
5.3. The Customer shall cooperate with the Contractor in the process of execution hereof. The Customer shall be responsible for the precise wording and indication to the Contractor of the need for the Services. Where the Contractor requires clarification of the Established requirements, the provision of information or decision-making, the Customer, having received a corresponding request from the Contractor, shall immediately do so.
5.4. The Customer shall hand over the Machinery to the Contractor together with (i) the document proving the right to own or dispose (use) of the Machinery and (ii) the original copy of the Order Sheet.
5.5. The Customer shall prepare its Machinery for the provision of the Services, unless such preparation of the Machinery is included in the Order Sheet.
5.6. If the Contractor is unable to start and, having started, cannot continue to provide the Services due to the fact that certain work has not been completed or certain obstacles have not been removed and the performance of such work/removal of such obstacles is not included in the Order Sheet, the Customer shall, as soon as possible, but not later than 2 (two) hours after receipt of the relevant notice from the Contractor, ensure the execution of such work or the removal of such obstacles, or, if the Contractor agrees thereto, the Contractor may carry out such additional work himself at Customer’s request, and the Customer shall pay the Contractor for this additional work at the hourly rate charged by the Contractor or at any other price agreed in advance between the Parties.
5.7. The Contractor shall have the right to engage the subcontractors for the provision of the Services at his sole discretion. The scope of work entrusted to subcontractors shall be determined by the Contractor. The Contractor shall be liable to the Customer for failure to perform or improper performance of obligations of the subcontractors.
5.8. The Customer shall be entitled to cancel the Order not later than 2 (two) days from the date of placing the Order by notifying the Contractor thereof in writing, but shall pay the Contractor for the part of work performed prior to the cancellation of the Order, as well as for the parts ordered/purchased by the Contractor that were required for the fulfilment of the Order and for the work performed by the Contractor after the cancellation of the Order that the Contractor had to inevitably complete so that the Machinery could be returned to the Customer (e.g. assembly of a vehicle, removal of the parts whose installation is in progress, etc.).
6. Transfer and Acceptance of the Services
6.1. The Services shall be accepted not later than 1 (one) business day after the Contractor informs the Customer that the Services have been rendered. The transfer and acceptance of the Services shall be formalized by signing the transfer and acceptance certificate by the Parties.
6.2. The Customer shall be entitled to refuse to accept the Services only if any defects in the Services (results thereof) arising from the Contractor’s fault are detected at the time of the transfer and acceptance thereof, or if any work specified in the Order Sheet is not performed and thus the Machinery may not be used for its intended purpose or is in a condition that should have been attained after the completion of the Services. Such defects in the Services shall be detailed in the transfer and acceptance certificate and shall be remedied by the Contractor within a reasonable time. After elimination of defects in the Services, the procedure for the transfer and acceptance of the Services set forth in Clause 6.1 of the General Conditions shall be repeated and the elimination of defects shall be noted in the transfer and acceptance certificate.
6.3. The remaining defects arising due to the fault of the Contractor, in the presence of which the Machinery and/or the results of the Services may be used for their intended purpose, shall be eliminated at a time separately agreed by the Parties. Defects that arose not through the fault of the Contractor shall be remedied at the expense of the Customer, according to the standard prices of the Contractor specified in the Special Conditions and/or the Order Sheet.
6.4. The Customer shall immediately notify the Contractor of the refusal to sign the Service transfer and acceptance certificate, specifying the reasons for such refusal in writing. Should the Customer avoid or refuse to accept the Services without giving a reasoned refusal, the Contractor shall draw up a unilateral transfer and acceptance certificate of the Services, in which case the Services shall be deemed to have been properly transferred to the Customer from the moment of drawing up a unilateral transfer and acceptance certificate.
6.5. Until the acceptance of the Services, the Customer shall not be entitled to use the results thereof (the Machinery in respect of which the Services were rendered) for their own business purposes. If the Customer uses unacceptable Services (results thereof) for business purposes, the Customer shall be deemed to have accepted such Services as eligible.
6.6. After the Services are handed over to the Customer, the risk of accidental loss or damage of the relevant Service results shall pass to the Customer. Upon signing the transfer and acceptance certificate, the Customer loses the right to make any claims as to the quality of the Services, except for the Services performed under the Contractor’s warranty.
6.7. The Machinery shall be returned to the Customer (representative thereof) together with all Machinery-related documents that the Customer handed over to the Contractor along with the Machinery.
7. Quality and warranty of the Services
7.1. As for the results of the Services, the Contractor provides a warranty of the duration and scope specified in the Special Conditions and/or the Order Sheet. Where the warranty is not separately discussed in the Order Sheet, a 6 (six) month warranty is granted, during which the Contractor shall, at his own expense, remedy any defects identified after the transfer and acceptance or any latent defects present at the time of the transfer and acceptance that arose as a result of low-quality provision of the Services. The defects or damages may only be remedied by the Contractor at places wherein he provides Services or by third parties appointed by the Contractor, with whom the Contractor agrees thereon. The warranty period starts from the moment the Services are transferred to the Customer.
7.2. The warranty shall not apply to defects arising: (i) in connection with the Machinery defects that were not disclosed to the Contractor at the time of placing the Order; or (ii) as a result of the precise fulfilment of the Customer’s requirements after the Customer has been warned of the possible occurrence of defects; or (iii) through the fault of the Customer or its employees, or the actions of third parties or force majeure circumstances; (iv) from the changes made to the Machinery by the Customer or third parties; or (vi) due to other reasons beyond the Contractor’s control which the Contractor was not and could not have been aware of and which the Contractor did not inform the Contractor thereof.
7.3. The warranty shall not cover the used goods (parts) and the Contractor’s Services related to the installation/disassembly thereof, etc., unless otherwise agreed in writing between the Parties.
7.4. During the warranty period, the Contractor shall remedy the defects immediately, but no later than 5 (five) business days from the date of delivery of the Warranty Machinery to the place of provision of the Services by the Contractor, provided that all necessary conditions are met, including delivery of all required new/replacement parts to the place of provision of the Services by the Contractor.
8.1. If the deadline for the fulfilment of the Order is missed due to the fault of the Contractor, the Contractor shall, upon the Customer’s written request, pay the Customer a default interest of 0.02% of the cost of work not completed on time for each day of delay, but not more than 30% of the price of a particular Order Sheet.
8.2. The Contractor undertakes to indemnify the Customer for direct losses caused by the non-performance or improper performance hereof due to the Contractor’s fault. In any event, the Contractor’s liability hereunder shall not exceed the remuneration it has received from the Customer for Services that have already been performed prior to the occurrence of such losses (maximum limit of liability).
8.3. If the Customer is late in payment for the Services, it shall, at the Contractor’s written request, pay to the Contractor a default interest of 0.02% of the outstanding amount for each day of delay, calculated from the amount not paid on time.
8.4. If the Customer fails to fulfil its obligations hereunder in a timely manner and therefore the deadline for completing the Order is postponed by more than 2 (two) business days, the Customer shall, at the Contractor’s request, pay the Contractor a relevant part of the Order price proportional to the part of the Order executed in the meantime.
9. Appointment of persons responsible for the performance of the Agreement
9.1. The Customer and the Contractor shall designate the persons responsible for the execution hereof, who shall be specified in the Special Conditions and/or the Order Sheet. The representatives appointed by the Parties shall be authorized to take decisions on behalf of the Parties regarding the implementation, amendment and/or addition of a specific Order.
9.2. If the Contractor or the Customer change their representative, the Contractor or the Customer shall, as appropriate, immediately inform the other Party of the change of their representative.
10. Force majeure
10.1. None of the Parties shall be held liable for non-performance of any obligations hereunder if they manage to prove that such non-performance is attributable to extraordinary circumstances beyond their control and could not be reasonably foreseen by the Parties and the Parties were unable to prevent neither the circumstances, nor the ensuing consequences (Forse majeure).
10.2. The force majeure circumstances mean the circumstances referred to in the Rules for Release from Liability in Case of Force Majeure approved by Resolution No 840 of 15 July 1996 of the Government of the Republic of Lithuania. For the purpose hereof, force majeure shall be deemed to constitute restrictions imposed by the Republic of Lithuania or other foreign countries on the import/export of transport equipment, spare parts and similar equipment, as well as the absence of or drastic lack in the market of appropriately qualified specialists competent to perform certain tasks in the course of provision of the Services hereunder, which prevents the Contractor from fulfilling its obligations hereunder.
11.1. The Parties undertake not to distribute or disclose the Confidential Information. The Party in breach of this obligation shall be liable for damages sustained by the other Party for such breach. Disclosure of such information to public authorities, when required by law, to the Parties’ legal advisers, auditors who are ex officio obliged to maintain confidentiality, shall not be considered a breach of this obligation of confidentiality.
12. Personal data
12.1. The Contractor shall use all personal data received from the Customer only for the purposes hereof, i.e. only to ensure a proper provision of Services to the Customer.
12.2. The Contractor shall have the right, without separate consent of the Customer, to transfer the Customer’s personal data and other information related hereto to the insurance company for the purpose of administering insured events/insurance relations and to the third parties providing debt administration/recovery services for the purpose of debt administration.
12.3. If, as part of the provision of the Services hereunder, the Contractor collects, stores, uses, or otherwise processes personal data on behalf of, for the benefit of, or under the instructions of the Customer, the Parties shall enter into a separate agreement on the processing of personal data that will be attached hereto.
13. Validity and termination of the Agreement
13.1. The Special Conditions together with the General Conditions shall form a binding agreement between the Parties. The Agreement concluded by the Parties shall be valid for the term specified in Clause 5.1 of the Special Conditions or, if not specified, for an indefinite period.
13.2. The Agreement may be terminated:
13.2.1. by a duly executed agreement between the Parties, where the Parties shall agree on the settlement for all or part of the Services and on any other issues related to the termination hereof, including the legal consequences of the termination hereof;
13.2.2. unilaterally, without recourse to the court/arbitration, at the initiative of either Party without giving reason and with due notice to the other Party thereof at least 60 (sixty) days prior to the termination hereof;
13.2.3. unilaterally, without recourse to the court and with due notice to the other Party thereof at least 30 (thirty) calendar days prior to the termination hereof, where the other Party fails to perform or improperly performs its contractual obligations and does not correct the specified violation within the notice period. In such a case, the Agreement shall be deemed automatically terminated upon the expiry of the time period for correcting the violation indicated in the notice of violation hereof;
13.2.4. unilaterally, without recourse to the court, and promptly giving a proper notice to the other Party thereof in the event of insolvency or out-of-court bankruptcy, liquidation, restructuring, suspension or other similar situation of the other Party.
13.3. Upon termination hereof or the Order, the Customer shall pay the Contractor for the Services actually provided until the date of termination hereof or the Order.
14. Notices and other provisions
14.1. All correspondence relating hereto, including notices and VAT invoices, may be sent to the Customer electronically, i.e. to one or more e-mail addresses specified in Clauses 2.2.6 and 6.2 of the Special Conditions.
14.2. Any amendments and supplements hereto shall be valid only if made in writing and signed by both Parties. All Annexes hereto shall form an integral part hereof.
14.3. The Contractor shall have the right at any time, at its sole discretion, to assign all or part of its rights and obligations hereunder to its affiliate (Trelo group company) without the Customer’s express consent. If the Customer fails to pay the Contractor for the Services received within the time limits specified herein, the Contractor shall be entitled (i) to use the Customer’s debt as an asset, including assignment of such debt (right of claim) as remuneration to third parties; (ii) to sell or otherwise transfer the Customer’s debt to a third party engaged in debt collection at its sole discretion; (iii) to use, at its sole discretion, the Customer’s Machinery at the disposal of the Contractor until the Customer’s debt is repaid in full. All additional costs related to debt collection, including fees to third parties involved in the debt recovery, shall be borne by the Customer.
14.4. Any dispute arising out of or in connection with this Agreement shall be finally settled by arbitration at the Vilnius Court of Commercial Arbitration pursuant to the Rules of Arbitration. All procedural documents shall be sent to the parties by e-mail to the addresses provided herein. The number of arbitrators shall be one. The venue of arbitration shall be Vilnius, Lithuania. The language of arbitration shall be English or Lithuanian (at the choice of the Contractor). The substantive law of the Republic of Lithuania shall be applicable to the dispute.