Terms & Conditions

1.1. “GTC” shall mean the present General Terms and Conditions of the Supply contracts of the respective company UAB “VALENTIS”, registration code: 135896640, address: Molėtų pl. 11, LT-08409 Vilnius, Lithuania (hereinafter referred to as “VALENTIS”).
1.2. All offers, agreements, and deliveries, including those arising from the future contractual relationships, between VALENTIS and its contractual partner (hereinafter referred to as “CUSTOMER”) are subject to these GTC.
1.3. The CUSTOMER, when placing an order with VALENTIS, expressly, irrevocably, and completely confirms and agrees to these GTC.
1.4. Any terms and conditions on the part of the CUSTOMER are considered as rejected by VALENTIS and are valid only if they have been expressly accepted in writing by VALENTIS, in particular, the provision of deliveries or services on the part of VALENTIS does not indicate the acceptance of the CUSTOMER’s terms and conditions.
1.5. Amendments or modifications to these GTC are only valid if they have been made in writing. In cases of discrepancies or contradictions, the written provisions resulting from specific written agreements supersede those in these GTC.
1.6. If individual provisions of these GTC be or become void or invalid, this in no way affects the applicability or validity of the remaining provisions of these GTC and/or the contractual relationships.
1.7. Unless otherwise agreed upon in writing in individual agreements, the respective legal seat (address) of VALENTIS is deemed to be the place of performance.
1.8. The current version of the valid and binding GTC is always posted on the Internet at: www.valentis.com.
2. BUSINESS PRINCIPLES
2.1. In all of its business relationships, VALENTIS holds to the principles of good faith and expects its CUSTOMERS to reciprocate.
2.2. Ethical principles such as the individual rights of third parties, safeguarding human rights, the prohibition against child labor, protection of the environment, etc. are strictly observed by VALENTIS and its CUSTOMERS.
3. INTERNET – LEGAL NOTICE
3.1. Content: The internet offerings of VALENTIS, have been very carefully prepared. They are continuously being expanded and updated. www.valentis.com.
3.2. Nonetheless, VALENTIS assumes no liability for the correctness and completeness of the information.
3.3. Product information: the material on offer on this web page is intended to provide the reader with general information. It is in no way intended to be a substitute for any commercial, technical and/or other professional advice.
3.4. VALENTIS takes no responsibility for damages, injuries or losses resulting from this information.
3.5. Hyperlinks: The hyperlinks used on VALENTIS web page are in no way to be seen as representing recommendations. The accuracy and validity of the information shown there is not examined. VALENTIS takes no responsibility for damages resulting from the usage of this information.
4. OFFERS, ORDERS, MANUFACTURING AND DELIVERY
A) Offers and Orders
4.1. The information provided by VALENTIS in its sales documentation is not binding. On the other hand, the product specifications and prices indicated in VALENTIS’s written offers shall be binding during the period of validity of the relevant offer.
4.2. Any order placed by a CUSTOMER is only deemed to have been accepted by VALENTIS once VALENTIS has confirmed the order in writing. Offers on the part of VALENTIS therefore merely represent invitations made to the CUSTOMER to submit an order.
4.3. Once the CUSTOMER’s order has been accepted by VALENTIS in writing, the order cannot be changed or corrected. Modifications or cancellations of individual orders or the withdrawal from framework orders are only permitted with the writing approval of VALENTIS.

B) Manufacturing
4.4. VALENTIS starts the production of the ordered products or goods (hereinafter referred to as “PRODUCTS”) or any other performance by the CUSTOMER’s placed order and/or the concluded preliminary contract, only after the CUSTOMER has made an advance payment in the amount of 70% of the ordered PRODUCTS.
4.5. If an agreement has been reached with the CUSTOMER, and the CUSTOMER, after a 70% prepayment (refer to Provision 4.4) and after VALENTIS already started the production of the ordered PRODUCTS or any other performance related to the CUSTOMER’s placed order, for any reason, expresses the will to terminate the agreement and/or refuse the order, the 70% prepayment of the CUSTOMER is not returned and remains to VALENTIS as a fine and payment of undeniable losses. If the actual amount of VALENTIS losses incurred due to the agreement termination or order refusal made by the CUSTOMER exceeds the amount of the 70% prepayment, the CUSTOMER is obliged to reimburse the full amount of VALENTIS losses.
4.6. All risks regarding the resale of ordered PRODUCTS lie with the CUSTOMER. VALENTIS takes no responsibility for the recommended retail price and is under no obligation to take back unsold PRODUCTS from the CUSTOMER or to provide help with the custom or with marketing assistance to promote the sale of ordered PRODUCTS.
4.7. The CUSTOMER is fully responsible for ensuring that the PRODUCT ordered by the CUSTOMER and manufactured by VALENTIS meets the legal or any other requirements (of quality, composition, materials, packaging, etc.) in the place where the CUSTOMER intends to sell this PRODUCT. VALENTIS itself does not analyze these requirements and in the manufacture of the PRODUCT is guided exclusively by the CUSTOMER’s order.
4.8. If a CUSTOMER provides VALENTIS with some or all ingredients or raw materials required to manufacture a PRODUCT, the CUSTOMER takes all responsibility for the quality of that exact ingredient or raw material and its compatibility with all other ingredients required in the manufacture of the final PRODUCT. VALENTIS itself does not check the quality and compatibility of the CUSTOMER’s provided ingredient or raw material. In the manufacture of the PRODUCT VALENTIS is guided exclusively by the CUSTOMER’s order.
4.9. If a CUSTOMER provides VALENTIS with some or all ingredients or raw materials required to manufacture the PRODUCT, VALENTIS will become the sole owner of the PRODUCT resulting from the processing of the ingredients or raw materials. The CUSTOMER accepts a loss of ingredients or raw materials of 10% as a result of the processing of his ingredients or raw materials. Should this loss be larger, a written agreement between the parties is required.
4.10. If the CUSTOMER orders only services from VALENTIS (for example, the services of mixing the CUSTOMER’s ingredients for the final product, packaging of the CUSTOMER’s products, etc.), VALENTIS can only be considered the provider of the ordered services, and not the manufacturer (or owner) of the CUSTOMER’s (final) product. In this case, VALENTIS does not take any responsibility for the quality of the final product. The CUSTOMER takes all responsibility for the quality of the final product.
4.11. If the PRODUCTS manufactured by VALENTIS are packaged by the CUSTOMER or by third parties, VALENTIS can in no way be held liable for any damages to the PRODUCT. In particular, the CUSTOMER is responsible for the careful selection of the packager, for proper packaging, for optimal conditions which do not damage the PRODUCT during transport to the packager and during the packaging process, as well as for the irreproachable quality of the packaging material.
4.12. In general order, VALENTIS does not make a stability or any other test to the PRODUCTS. A stability or any other test is performed only at the request of the CUSTOMER and at the CUSTOMER’s expense.

C) Delivery
4.13. Unless otherwise agreed upon by both parties, individual orders are ready for pick-up at Moletu pl. 11, LT-08409 Vilnius, Lithuania.
4.14. A failure to meet the delivery deadline entitles the CUSTOMER to withdraw neither from the order nor to any compensation.
4.15. The delivery date may be correspondingly extended if:
4.15.1. the information required in order to complete the order (e.g., customer-specific raw materials, artwork, “print ready”, packaging materials, etc. is not made available to VALENTIS in a timely manner, or if any alterations are subsequently made by the ordering party;
4.15.2. payment schedules are not maintained, credit accounts are not opened in time or any required import licenses do not arrive at the CUSTOMER within an adequate time period;
4.15.3. obstacles arise (refer to Provision 9) that VALENTIS is unable to overcome despite due care and diligence, regardless of whether these arise at the supplier, the custom, or a third party.
4.16. Upon delivery at the place of performance, all benefits and risks with regard the PRODUCTS pass to the CUSTOMER. If the CUSTOMER is in arrears with respect to acceptance or assumption and/or payment, VALENTIS has the right to demand a storage fee from the CUSTOMER amounting to 1% of the purchase price per month; all risk related to the loss of or damage to the PRODUCTS are taken by the CUSTOMER.
4.17. Unless otherwise specified by INCOTERMS 2010 or agreement, shipping is at the CUSTOMER’s expense and risk, even when organized by VALENTIS. The receipt and condition of the PRODUCTS are described by the shipping firm on the bill of delivery.
4.18. In all cases the CUSTOMER is obligated to store the PRODUCTS delivered to him under optimal conditions in accordance with the usual methods applicable to the specific product in question (e.g., storage in a locked area, repackaging of bulk materials within the specified period of time, etc.).
5. PRICES
5.1. Insofar as a framework agreement with a CUSTOMER has not fixed the prices for a certain period of time, the price list of VALENTIS is valid and shall apply at the time of receipt of an order. Unless otherwise stated in the offer from VALENTIS, the offer and the prices indicated therein are valid for 14 days from the date of the offer. The date when VALENTIS has confirmed the order in writing shall be decisive for pricing.
5.2. Unless otherwise agreed on in writing, all prices are understood to be in EUR, Ex Works
VALENTIS, Moletu pl. 11, Vilnius, Lithuania and suitably packaged for shipping to the respective destination. All types of taxes, charges, fees, customs duties as well as all related expenses such as those for shipping, insurance, authorizations as well as documentation are not included in the price and are taken by the CUSTOMER unless otherwise agreed upon in writing.
6. PAYMENTS CONDITIONS
6.1. All invoices issued by VALENTIS to the CUSTOMER must be paid by the CUSTOMER no later than 10 days from the date of the invoice unless otherwise agreed separately in writing.
6.2. These payment deadlines must also be observed in cases where shipping, delivery or acceptance of the PRODUCTS is delayed or impossible (e.g., in the case of a failure on the part of the CUSTOMER to accept the delivery). In case of delay, a situation of default will be considered to exist without the need for a dunning letter, this gives VALENTIS the right to charge the late payment interests in the amount of 9% per month of the amount of delayed payment.
6.3. Unless otherwise agreed on in writing, all payments by the CUSTOMER should be paid without deductions for cash discounts, bank and transfer fees or similar charges.
6.4. In order to ensure payment, VALENTIS may, at any time, request a letter of credit or bank guarantee. Such letters of credit or bank guarantees are entirely at the expense of the CUSTOMER.
6.5. In case of the CUSTOMER’s payment delay is longer than 30 days, VALENTIS may partly or fully withhold any of his obligations by the agreement and/or its performance (e. g. manufacturing, deliveries, etc.) until the delayed payment and the late payment interests will be paid. Simultaneously, in the case above VALENTIS has the right to request full payment in advance.
6.6. The CUSTOMER may not set off any claims against the claims of VALENTIS.

7. RETENTION OF TITLE
7.1. All PRODUCTS remain the property of VALENTIS until these PRODUCTS and other accounts related to them will be fully paid.
7.2. The CUSTOMER cannot sell, resell or in another way dispose of the PRODUCTS until these PRODUCTS and other accounts related to them will be fully paid. The CUSTOMER is obligated to assist in any required measures intended to protect the property of VALENTIS. All formalities related to the substantiation and maintenance of VALENTIS title to the conditional goods are performed at the CUSTOMER’s expense.

8. WARRANTIES AND LIABILITIES
8.1. In the manufacture of the PRODUCT VALENTIS is guided exclusively by the CUSTOMER’s order (refer to Provision 4.7). VALENTIS warrants that the manufactured PRODUCT will have no faults at the time of its manufacture according to the CUSTOMER’s order.
8.2. In case when the PRODUCT is not tested for stability or any other test (refer to Provision 4.10), VALENTIS does not warrant that the manufactured and delivered PRODUCT would not exhibit any faults up to the expiration date indicated on the packaging. A stability or any other test is performed only at the request of the CUSTOMER and at the CUSTOMER’s expense.
8.3. Warranties regarding characteristics of the PRODUCT must be made in writing by VALENTIS and must be specifically designated as such. Unless otherwise agreed upon, PRODUCTS information, samples and specimens are only intended for PRODUCT description and indication of suitability or as merely approximate items for examination regarding quality, dimensions, weight, taste and color. However, even in the case of written ass
8.4. Upon receipt of the PRODUCTS, the CUSTOMER is obligated to visually inspect the external appearance and take random samples for inspection. Any defects are to be immediately reported in writing. The PRODUCTS are deemed to have been accepted and approved after 5 days sub-sequent to receipt and this includes any hidden faults. Any subsequent notification of defects cannot form the basis of a claim against VALENTIS.
8.5. In the case of a timely notification of defect, the CUSTOMER’s only claim is for replacement of the PRODUCTS.
8.6. VALENTIS, however, may elect to either deliver a replacement of the defective goods or to replace the value of the goods at the prices of VALENTIS. The CUSTOMER is not permitted to return the goods without the written approval of VALENTIS. VALENTIS assumes no other warranties; in particular, liability for consequential damages and liability for loss of income or profit are expressly excluded.
8.7. In any circumstances, VALENTIS’s liability to the CUSTOMER in connection with a particular defected PRODUCT is limited to the value of the particular defected ordered product batch, excluding delivery and VAT or value of services provided to the CUSTOMER by particular order.

9. FORCE MAJEURE AND RIGHT OF WITHDRAWAL
9.1. Obstacles which lie outside the control of VALENTIS, e.g., Acts of God such as epidemics, pandemics, military mobilization, war, civil unrest, tire, natural catastrophes, strikes and lack of raw materials, gives VALENTIS the right to withdraw from the contract with the CUSTOMER or to delay performance without the right of indemnity for the CUSTOMER.
9.2. Alterations to the CUSTOMER’s financial status (e.g., delayed payment, payment difficulties, payment stoppage, death or the inception of prosecution and significant civil suits filed against the CUSTOMER), which lead to the justifiable assumption that the CUSTOMER will be unable to meet his obligations with respect to VALENTIS in a timely manner, permit VALENTIS to demand appropriate security or advance payment. If the CUSTOMER fails to respond to the demand within a specified time period, VALENTIS has the right to immediately withdraw from every contract with the CUSTOMER and to be held harmless by the CUSTOMER. In such an instance, all payments owed to VALENTIS immediately fall due.

10. AUTHORIZATIONS AND CUSTOMS TARIFF NUMBERS
10.1. The CUSTOMER is obligated to obtain all the authorizations and customs tariff numbers (in accordance with INCOTERMS 2020) required for the importation and the resale of VALENTIS PRODUCTS from the responsible authorities, etc.
10.2. In case of doubt, VALENTIS delivery obligations remain dormant until the CUSTOMER has provided evidence of compliance with the respective regulations or the appropriate authorizations have been granted.
10.3. The CUSTOMER is responsible for declaring and applying the correct customs tariff number. VALENTIS takes no liability for incorrect custom s tariff numbers.

11. CONFIDENTIALITY AND KNOW-HOW
11.1. All commercial and technical information related to VALENTIS or the PRODUCTS manufactured or to be manufactured by it to which the CUSTOMER becomes privy remains the sole property of VALENTIS, represents VALENTIS trade secrets and is therefore to be held in strictest confidentiality. Such information may not be disclosed or made available to third parties without the authorization of VALENTIS, nor may it be utilized by the CUSTOMER for his own purposes or for the purposes of others. Documents containing confidential information regarding
VALENTIS may not be copied and must be returned to VALENTIS without the need for a request for such return.
11.2. All recipes with or according to which VALENTIS manufactures PRODUCTS are the property of VALENTIS and represent its know-how which must remain confidential, regardless of whether such PRODUCTS are manufactured by the CUSTOMER’s specifications and/or using the CUSTOMER’s raw materials and ingredients. Recipes are to be treated with strict confidentiality in accordance with Provision 11.1.
11.3. The CUSTOMER bears full financial responsibility for non-compliance with confidentiality requirements.

12. TRADEMARK RIGHTS
12.1. VALENTIS acknowledges the trade mark rights of CUSTOMERS on the PRODUCTS it manufactures. VALENTIS will not register any CUSTOMER’s marks in its own name without the authorization of the CUSTOMER.
12.2. VALENTIS reserves the right to register as trademarks such marks which clearly differ from the marks of its CUSTOMERS.

13. APPLICABLE LAW, JURISDICTION, VALID VERSION
13.1. All legal relationships between VALENTIS and a contractual partner are based solely on Lithuanian Law, under the total exclusion of the United Nations Convention on Contracts for the International Sale of Goods adopted in Vienna on April 11,1980.
13.2. Disputes between the contracting parties shall be settled peacefully through negotiations. If it is not possible to reach an agreement within 30 days, the disputes shall be resolved in the courts of the Republic of Lithuania, determining the jurisdiction according to the address of VALENTIS place of performance specified in this GTC, based on the laws of the Republic of Lithuania.
13.3. The English version of these GTC prevails over versions in other languages.