1. APPLICABILITY
These standard terms and conditions of sale (the ‘Terms’) are the only terms applicable to any sale by Lori, as specified in the Order Confirmation (" Lori‘), to any person or company (’Buyer"), who shall be deemed to have agreed to these Terms, notwithstanding any inconsistent or additional provisions in the Buyer's Order (as defined below) or otherwise, which are expressly excluded by these Terms. Divergent or additional terms provided by Lori in a separate written agreement or in accordance with the provisions set forth in the Order Confirmation (as defined below), document or Specification, if any, to which these Terms are attached, form part of the same agreement (‘Specification’) but shall prevail only to the extent that they do not conflict with or contradict these Terms.
2. ACCEPTANCE
All verbal, written or electronic purchase orders (‘Order(s)’) placed by the Buyer, pursuant to which Lori supplies any goods specified in the Specification (‘Goods’), are subject to confirmation by Lori either by written confirmation (‘Order Confirmation’) or by shipment of the Goods. Any Order is considered final and may be changed, revoked or cancelled in whole or in part only by mutual written agreement between Lori and the Buyer.
3. PRODUCT DESCRIPTION AND QUANTITY
The description and quantity of the Goods are specified separately in the Specification. The Specification is drawn up by Lori based on the Buyer's order and sent to the Buyer for approval. The Specification must be signed by the Buyer and Lori. After that, an invoice is drawn up on the basis of the signed Specification and the order is sent to production. The Buyer shall not have the right to reject or withdraw acceptance of a wholesale batch, the quantity of which is less than 3% of that specified for such a batch, and the price payable by the Buyer for such a batch shall be adjusted accordingly, taking into account any excess or shortage.
4. PRICES
Prices are set based on the prices in effect on the date of invoicing. Price changes communicated by Lori to the Buyer shall not apply to Orders already placed, but shall be binding on future orders for the Buyer unless the Buyer objects to them in writing within 10 (ten) business days of such communication. Prices are quoted exclusive of all delivery costs, including, without limitation, VAT, customs duties, other taxes and insurance costs, which shall be added to the price of the Goods unless otherwise specified in the Specification. Any prices quoted in Lori's price lists, brochures or offers are for general reference only. The Buyer shall pay additional transport costs if it requests Lori to deliver the Goods earlier than the delivery date specified in the Order Confirmation.
5. PAYMENT
All payments for shipped Goods shall be invoiced no later than 3 (three) days prior to shipment and shall be payable in accordance with the terms specified in the specification. Any amount not paid by the Buyer on time will be subject to a financial charge of 1.5% (or such lower rate as is the maximum rate permitted by applicable law) of the unpaid amount per month until such amount is paid in full. Without limiting any and all remedies available under this Agreement, Lori may delay or cancel delivery of any subsequent shipments of Goods until all amounts due have been paid in full. In the event that Lori requires payment for the Goods prior to shipment of the Goods, Lori may, at its sole discretion, cancel the Order in whole or in part if the Buyer does not initiate or make payment within two (2) weeks from the date of the Order Confirmation. In the event of cancellation of the Order by Lori, the Buyer may place a new Order when the Buyer is ready to make timely payment. Upon written request from the Buyer, Lori may sell the Goods accepted by the Buyer directly to third parties (‘Subcontractors’) appointed by the Buyer for the manufacture of consumer goods. The Buyer shall provide adequate security for the payment obligations of its Subcontractors if Lori so requires. The Buyer undertakes to indemnify and hold Lori harmless from any claims, losses, expenses and damages arising from or caused by the failure of any Subcontractor to make full and timely payment to Lori of all amounts owed by such Subcontractors to Lori.
6. DELIVERY
Incoterms 2020 or the Terms in effect at the time of Order Confirmation, except where there are contradictions or conflicts between the applicable Incoterms and the Terms, in which case the Terms shall prevail. Deliveries shall be made in accordance with the Buyer's shipping instructions and Lori's Order Confirmation to the extent permitted by the availability of the Goods or raw materials for them. Lori shall not be liable for failure to meet any delivery date or period agreed by the parties, which are approximate only, and shall not be liable for any costs or damages incurred as a result of early or late delivery. If Lori is unable to meet the entire demand for the Goods, Lori may allocate the available quantity of Goods at its discretion, making partial deliveries or cancelling deliveries, and may give preference to the earliest commitments. The Buyer may cancel any Order for such partial or cancelled deliveries by sending written notice to Lori no later than 48 (forty-eight) hours after Lori's confirmation of such partial or cancelled delivery. Unless otherwise specified in writing, the Buyer assumes all risks of damage or loss to the Goods during delivery of the Goods. For Orders that are to be delivered by the Buyer picking them up, such pickup shall take place at Lori's premises specified to the Buyer, and delivery shall be deemed to have been made when the Goods are available for pickup by the Buyer at such premises. If the Buyer does not collect the Goods from Lori's premises within 5 (five) days of delivery, Lori may charge the Buyer storage fees at commercial rates, and the Buyer agrees to pay such storage costs upon demand. Lori reserves the right to deliver the Goods ordered by the Buyer in instalments. The Buyer undertakes to comply with Lori's minimum order quantity (‘MOQ’) and minimum order value (‘MOV’) requirements and to pay Lori's small packaging surcharges in each case in accordance with the applicable rules.
7. WARRANTIES
Lori warrants that it has title to the Goods and that the Goods will conform to Lori's standard specifications in effect on the date of shipment and to the description of the Goods contained in the Form. Lori reserves the right to change specifications at any time upon prior notice. Lori expressly excludes, to the fullest extent permitted by applicable law, any express or implied warranties, representations, conditions and/or guarantees, except as provided above, including, without limitation, with respect to non-infringement, merchantability, description, condition, workmanship or fitness for a particular purpose related to the use or manufacture of the Goods. Without limiting the foregoing, under no circumstances shall Lori be liable or responsible to the Purchaser for any advice, assistance, recommendations or information provided by Lori to the Purchaser regarding the handling, storage, application or use of any Goods supplied by Lori to the Purchaser. Any data provided by Lori in a certificate and safety data sheet, such as, but not limited to, a safety data sheet, technical data sheet, and allergen information, is the result of an internal review based on Lori's methodologies, is accurate to the best of Lori's knowledge as of the date of issuance of the certificate or safety data sheet, and is provided for informational purposes only. No express or implied warranties are made as to the quality, accuracy, completeness, or suitability of the data or the results that will be obtained by the Buyer's use of such data.
8. LIMITATION OF LIABILITY
The Buyer shall carefully inspect all goods upon receipt at the destination. Claims shall be sent to Lori in writing within 7 (seven) business days of receipt of the Goods and prior to further processing or other use of such Goods. Any obvious defects must be properly reflected in the delivery documentation. Defects that cannot be detected upon receipt of the Goods must be reported within 10 (ten) business days of the Buyer's discovery of the defects, but in any case no later than 6 (six) months after receipt of the Goods or within the established shelf life of the Goods, whichever comes first. Failure to provide Lori with such notice shall constitute a complete waiver by the Buyer of such claims. At Lori's option, the sample must be sent to Lori immediately, or Lori must be given access to the Goods that are the subject of the claim. Lori, at its option, shall replace such Goods that are determined to be defective after inspection by Lori, free of charge to the Buyer, or shall refund the purchase price. The Buyer may not return the Goods to Lori without prior authorisation. Claims do not relieve the Buyer of its obligation to (i) properly document its claim and (ii) minimise any losses. To the extent permitted by law, Lori shall not be liable for bodily injury or property damage unless caused directly by Lori's gross negligence. To the maximum extent permitted by law, Lori shall under no circumstances be liable for any lost profits or anticipated profits, contract, goodwill or losses arising from business interruption, losses arising from failure to fulfil other contractual obligations, or any incidental, special, punitive or consequential damages or losses of any kind arising out of or in connection with these Terms, whether in contract, tort (whether in negligence or otherwise) or on any other basis of law or equity. To the maximum extent permitted by law, the Buyer's exclusive remedy and Lori's exclusive liability in connection with the Goods or these Terms shall be limited to the actual costs or expenses directly related to the breach and in no event shall exceed the price of the Goods specified in the relevant invoice.
9. OWNERSHIP
The Goods remain the property of Lori until Lori receives full payment of the price, and until ownership of the Goods passes to the Buyer under this Agreement, the Buyer shall hold the Goods in trust. However, the Buyer shall be entitled to use the Goods as specified in these Terms and Conditions, except where the Buyer becomes insolvent or where bankruptcy or liquidation proceedings are initiated against the Buyer, in which case Lori shall be entitled to suspend deliveries, stop Goods in transit or take back possession of the Goods. Until the Goods are paid for in full and without prejudice to any other remedies, Lori or its agents shall be entitled to take inventory of such Goods and take back any Goods to which it has title under this Agreement. Nothing in this clause shall entitle the Buyer to return the Goods delivered under this Agreement or to refuse or delay payment for them.
10. INTELLECTUAL PROPERTY, CONFIDENTIALITY
No licence, express or implied, under any patent, trademark, copyright or patented know-how on any Goods is granted by the sale of the Goods under this Agreement, except to the extent necessary for the Buyer to properly develop and manufacture its own products incorporating such Goods for which the Buyer has selected Lori's products. The Buyer shall be solely responsible for any infringement of any patent, trademark, copyright or proprietary know-how arising from the use of the Goods in combination with other materials or the operation of any process. The Buyer understands and agrees that all intellectual property rights in the Goods and their formulas are and shall remain the exclusive property of Lori, which has a proprietary interest in maintaining the confidential status of the Goods and formulas. Unless expressly permitted by Lori in writing in advance, the Buyer shall not disclose, resell or otherwise provide Lori's formulas, original designs, technologies, samples, Goods and proprietary information to third parties or use them for any purpose other than those specified above. The Buyer also undertakes not to analyse, reverse engineer, compare or counterfeit (in any case, independently or through another person) the Goods at its own expense or at the expense of third parties. Unless expressly permitted by Lori in writing in advance, the Buyer shall not disclose, resell or otherwise provide Lori's formulas, original designs, technologies, samples, Goods and patented information to third parties or use them for any purpose other than those specified above. The Buyer also undertakes not to analyse, reverse engineer, compare or counterfeit (in any case, independently or through another person) the Goods at its own expense or at the expense of third parties, and not to use in its products similar goods of third parties that are the result of analysis, reverse engineering, comparison or counterfeiting of the Goods.
11. FORCE MAJEURE
Natural disasters, fires, floods, weather conditions, epidemics, pandemics, war or other causes beyond Lori's reasonable control that could not have been foreseen, were not caused by Lori's actions or inactions, and could not reasonably have been avoided by means of a contingency plan, which prevent Lori from providing or procuring the Goods or otherwise performing its obligations under this Form (a ‘Force Majeure Event’), shall suspend Lori's obligations under these Terms for the period necessary to remedy such Force Majeure Event. Lori shall promptly notify the Buyer of the Force Majeure Event and its cause. Upon termination of the Force Majeure Event, Lori's obligations shall resume in accordance with the terms of this Agreement. If the supply of Lori Goods is limited as a result of force majeure, Lori shall allocate the Goods between the Buyer and other customers in a manner that Lori may reasonably determine. If the force majeure event lasts for more than ninety (90) calendar days, the Buyer shall have the right at any time thereafter, while such force majeure event continues, terminate this Agreement without any penalty, liability or further obligation, immediately upon notification to Lori, or, at its sole discretion, purchase alternative products from other suppliers, in which case the obligations of the Buyer and Lori under these Terms and Conditions, if any, shall be reduced accordingly.
12. ASSIGNMENT, TERMINATION, WAIVER
The Buyer shall not assign, transfer or charge any Order or contract with Lori without Lori's prior written consent. Each provision of these Terms is severable and distinct from the others, and if at any time one or more provisions are or become invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of these Terms shall not be affected or impaired in any way thereby. Except as agreed in these Terms, no failure or delay in exercising any right under these Terms shall be deemed a waiver of that or any other right, and no single, incomplete or partial exercise shall preclude any other or future exercise of that right. For the avoidance of doubt, each indemnity provided by the Buyer in these Terms is a continuing obligation, separate and independent of the other obligations of the parties, and shall survive the expiry or early termination of these Terms.
13. EXPORT CONTROL
The Buyer undertakes to comply with all applicable export control laws and shall not, directly or indirectly, export, re-export, ship or redirect any Goods to customers or organisations that the Buyer knows or should know will resell or export the Goods to parties and/or destinations currently subject to Sanctions, as defined in clause 14 below, or otherwise violate applicable national and international law. The Buyer undertakes to indemnify and hold Lori harmless from any claims, losses, expenses and damages arising from the Buyer's failure, whether intentional or unintentional, to comply with the provisions of this clause 13 and clause 14 below.
14. COMPLIANCE WITH TRADE REGULATIONS
The Buyer represents, warrants and undertakes that neither it nor its affiliates, nor their respective directors, officers, agents, employees or any person or entity acting on behalf of any of them, are or have been directly or indirectly owned or controlled by any person or entity that is or will be included in any - any economic sanctions or export control list of any governmental authority, including the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the U.S. Department of the Treasury (‘OFAC’). The Buyer warrants that no action by the Buyer or any of its affiliates, or its respective directors, officers, agents, employees or any person or organisation acting on behalf of any of them, or any other transaction contemplated by this Agreement, or the performance of the terms of this Agreement, will result in a violation of any trade sanctions, foreign trade controls, export controls, non-proliferation laws, counter-terrorism laws, and similar laws applicable in the Republic of Latvia, OFAC, the U.S. Department of State or the Department of Commerce in the United States, the European Union and its member states, Switzerland, the United Nations Security Council (‘UNSC’) or any other relevant sanctions authority that prohibits the sale, export. The Buyer warrants that no action by the Buyer or any of its affiliates, or its respective directors, officers, agents, employees or any person or organisation acting on behalf of any of them, or any other transaction contemplated by this Agreement, or the performance of the terms of this Agreement, will not result in a violation of any trade sanctions, foreign trade controls, export controls, non-proliferation laws, counter-terrorism laws, and similar laws applicable in the Republic of Latvia, OFAC, the U.S. Department of State or the Department of Commerce in the United States, the European Union and its member states, Switzerland, the United Nations Security Council (‘UNSC’) or any other relevant sanctions authority that prohibits the sale, export or re-export of products, services, and technologies to sanctioned countries or citizens of those countries, as well as to persons or organisations whose names appear on the OFAC Specially Designated Nationals and Blocked Persons List (collectively, ‘Sanctions’). Neither party shall be obligated to perform any obligations otherwise required by these Terms and Conditions and the Form, including without limitation the obligation to (i) perform, deliver, accept, sell, purchase, pay or receive funds from or through any natural or legal person, or (ii) perform any other action that would violate, conflict with, or subject such party, its parent company or affiliate, or any other person associated with such party, to penalties under any Sanctions. If the Buyer becomes aware that any of the representations made in this clause are no longer accurate, or becomes aware of any violation of the Sanctions by the Buyer that may relate to Lori's products, services or technologies, including the Goods, the Buyer shall immediately notify Lori in writing. In addition, the Buyer shall provide all information, assistance and cooperation requested by Lori in connection with Lori's compliance efforts, including taking corrective or remedial measures recommended by Lori and/or providing certificates of compliance with applicable Sanctions upon Lori's request.
15. DATA CONFIDENTIALITY
If the performance of these Terms and Conditions and the Form requires the Buyer to collect, receive, store, transfer, retransfer, dispose of or otherwise use (collectively referred to as ‘process’ or ‘processing’) any information relating to an identified or identifiable natural person (‘Personal Data’), the Buyer undertakes to (i) process Personal Data solely for the lawful purposes of fulfilling its obligations under these Terms and Conditions and the Form and for no other purposes, and only in accordance with local laws governing such processing; provide the data subject with the same rights in relation to their Personal Data, including, without limitation, the rights of access, rectification or erasure, available to such person as they would have in the country in which he or she resides; ensure that any persons to whom it permits access to Personal Data will respect and maintain the confidentiality and security of the Personal Data; (iv) provide Lori with all information necessary to demonstrate compliance with this clause and permit and facilitate audits, including inspections, conducted by Lori or another auditor authorised by Lori; and (v) as soon as possible after delivery of the Goods or termination of the Buyer's relationship with Lori, delete all existing copies of Personal Data or return any Personal Data to Lori at Lori's discretion. The Buyer warrants that it has all legal authority to process Personal Data as provided herein, that it has taken appropriate technical and organisational measures to prevent unauthorised or unlawful processing, accidental loss, destruction or damage to such Personal Data, and that it has adequate security programmes and procedures in place to ensure that unauthorised persons do not gain access to Personal Data. The Buyer shall be fully responsible for the actions and omissions of the Buyer, all its affiliates, as well as its relevant employees, representatives and subcontractors in relation to the processing of personal data, as if these were the Buyer's own actions and omissions.
16. APPLICABLE LAW AND JURISDICTION
These Terms and Conditions and the Form shall be governed by the laws of the country of incorporation of Lori, excluding the United Nations Convention on Contracts for the International Sale of Goods or any successor convention thereto. Lori and the Buyer undertake to seek an amicable resolution of any disputes arising out of or in connection with these Terms and Conditions and the Form, including any questions regarding their existence, application, validity or termination. If they fail to do so within 60 (sixty) days of the date of the first notice of any such dispute, any such dispute shall be (1) referred to the exclusive jurisdiction of the courts at Lori's place of registration or (2) at Lori's sole discretion and provided that Lori sends notice thereof within 90 (ninety) days from the date of the first notice of any such dispute, be resolved by arbitration in the Arbitration Court of the Latvian Chamber of Commerce and Industry. The language of the arbitration proceedings shall be English. Notwithstanding any other provisions of these Terms and Conditions and the Form, Lori may commence legal proceedings in respect of any dispute arising out of these Terms and Conditions or the Form at any time when Lori requires urgent interim relief.