GENERAL TERMS AND CONDITIONS OF SALE

These General Terms and Conditions of Sale (hereinafter referred to as the “General Terms”) govern transactions between SIA “OLDERI” and the Buyer, irrespective of whether the Parties have entered into a separate cooperation agreement or a deferred payment agreement. In matters specifically agreed upon in a separate agreement, the provisions of that agreement shall prevail.

These General Terms set out the rights and obligations of the Seller and the Buyer, the terms and conditions governing the purchase and payment for goods, the delivery procedures, the liability of the Parties, as well as other supplementary terms and conditions.

Hereinafter, the Seller and the Buyer shall each be referred to individually as a “Party” and collectively as the “Parties”.

Definitions

For the purposes of these General Terms and Conditions of Sale:

Seller – SIA “OLDERI”, registration No. 40003225633.

Buyer – a legal entity or natural person purchasing Products in the course of their business or professional activities and not qualifying as a consumer within the meaning of the Consumer Rights Protection Law of the Republic of Latvia.

Products – goods and items, including printed materials, packaging, labels and other products manufactured, assembled, supplied or sold by the Seller to the Buyer in accordance with an Order.

Order – a request submitted by the Buyer for the manufacture or supply of Products, sent to the Seller by email, through the INTRA system or by other written means.

Order Confirmation – confirmation issued by the Seller by email, through the INTRA system or by another agreed form of written communication, confirming acceptance of a specific Order. A quotation or pro forma invoice shall not, in itself, constitute acceptance of an Order by the Seller, unless otherwise indicated by its content or by the communications between the Parties. The specific terms of the confirmed Order, together with these General Terms as duly agreed between the Parties, shall constitute the agreement between the Parties.

1. GENERAL PROVISIONS

1.1. These General Terms and Conditions of Sale are intended for and apply to transactions with Buyers who purchase Products in the course of their business or professional activities and do not qualify as consumers within the meaning of the Consumer Rights Protection Law of the Republic of Latvia. Transactions with consumers are governed by the Seller’s separate consumer terms and conditions of sale and the applicable consumer protection legislation.

1.2. Under these General Terms, the Buyer purchases, and the Seller sells, Products manufactured or supplied by the Seller.

1.3. These General Terms shall apply to a specific Order if, before a binding agreement is concluded, the Buyer has been expressly referred to these General Terms, has been given the opportunity to review and retain them, and the Parties’ communications or other unequivocal conduct indicate acceptance of their application.

1.4. The following order of precedence shall apply to the documents governing a specific Order: (1) the terms specifically agreed between the Parties for the relevant Order; (2) a separate cooperation agreement or deferred payment agreement signed by the Parties, with respect to matters specifically governed by that agreement; and (3) these General Terms. Any individually agreed deviation shall apply only to the specific matter agreed upon by the Parties.

1.5. The Seller shall be entitled to use visual images of manufactured Products in its portfolio and marketing materials, unless the Parties have agreed otherwise in writing and provided that such use does not infringe the intellectual property rights, confidentiality obligations or other protected rights of the Buyer or any third party.

1.6. The Buyer agrees to the application of these General Terms by expressly confirming a quotation or the terms of a specific Order after the Seller has referred the Buyer to these General Terms and provided an opportunity to review them. Acceptance may also be evidenced by other unequivocal conduct, including making an advance payment, provided that these General Terms were made available to the Buyer before such action was taken.

2. PLACING ORDERS

2.1. The Buyer shall submit Orders by email or through the Seller’s INTRA system. Each Order shall specify the range of Products, quantities, colours and any other relevant information. If no artwork meeting the applicable printing technical requirements is available, the Parties shall separately agree on the further course of cooperation and the available options.

2.2. Upon receipt of an Order, the Seller shall inform the Buyer within a reasonable period whether the Order can be fulfilled and, where necessary, provide a quotation or request clarification of the Order terms. If the Parties specifically agree on a deadline for confirmation, that deadline shall apply. Receipt of an Order shall not, in itself, oblige the Seller to accept it.

2.3. An Order shall become binding once the Parties have agreed on its essential terms (including the Product, quantity, specifications or approved artwork, and price), the Buyer has approved the relevant offer, and the Seller has expressly confirmed acceptance of the Order. If the Parties’ specific communications clearly provide for a different procedure for concluding the agreement, that procedure shall prevail. Any separately agreed production and delivery deadlines shall be binding in accordance with the Order Confirmation.

2.4. Unless otherwise specified in the Order, the production lead time shall commence once the Seller has received all information required for production and the final approved artwork, as well as the advance payment, if required for the relevant Order. In the case of deferred payment, receipt of an advance payment shall not be a prerequisite for commencement of the production lead time.

2.5. If the Buyer wishes to cancel or amend an Order after it has been confirmed, the Seller shall be entitled to refuse such cancellation or amendment. If the Seller agrees to the cancellation or amendment of an Order, the Buyer shall reimburse the Seller for the costs actually and reasonably incurred up to that point, the cost of materials purchased and allocated to the Order, the value of Products already manufactured, and any other direct and duly substantiated losses arising in connection with the fulfilment of the Order.

2.6. Unless the Parties have agreed in writing on deferred payment or another payment arrangement, the Buyer shall pay the full amount in advance before production commences. For the purposes of this clause, an unambiguous exchange of emails between the Parties shall also constitute a written agreement. If the Parties have entered into an individual deferred payment agreement, the payment term specified therein shall apply, unless otherwise specifically agreed for the relevant Order.

2.7. If the intended use of a Product is subject to specific regulatory requirements imposing additional requirements regarding the Product’s specifications, labelling or other characteristics, the Buyer shall inform the Seller of such requirements in writing before submitting the Order, including, but not limited to, cases where the Product is intended to come into contact with food. If the Buyer does not provide specific instructions and/or the necessary information, the Seller shall manufacture the Product in accordance with the Product specifications, descriptions and technical requirements developed and approved by the Seller.

2.8. The Buyer shall be responsible for the content of the submitted and approved artwork, including text, design, colours, barcodes, QR codes, contact details and instructions. Unless the Parties have specifically agreed that the content of the artwork is to be checked, the Seller shall have no obligation to verify the accuracy or functionality of these elements. This exclusion of responsibility shall not release the Seller from liability for production errors attributable to the Seller, deviations from the approved specifications, or any specific verification obligations expressly undertaken by the Seller. The Seller shall communicate the technical requirements to the Buyer before production commences.

3. PRICING, DELIVERY AND PAYMENT TERMS, AND PRICE ADJUSTMENT PROCEDURE

3.1. The price of the Products includes the costs associated with their manufacture, packaging, labelling and, where necessary, preparation of quality documentation. Delivery costs, terms and deadlines shall be determined separately for each Order.

3.2. Payments for Products under these General Terms shall be made by transferring the relevant amount to the Seller’s bank account within the period specified in the Order or in the invoice issued by the Seller, unless the Parties have agreed otherwise in writing.

3.3. If the Buyer fails to make a payment that has properly fallen due, the Seller shall be entitled to claim the applicable statutory default interest and compensation for debt recovery costs provided for by law, as well as reimbursement of reasonable additional recovery expenses, to the extent permitted by applicable law. By notifying the Buyer in writing, the Seller may suspend acceptance of new Orders or the fulfilment of Orders that have not yet been completed, to the extent permitted by applicable law and the specific obligations of the Parties. Such suspension shall not, in itself, extinguish any obligations that have already arisen.

3.4. The price of the Products, the period for which the price remains valid, and the production lead times shall be specified separately for each Order. The Seller shall inform customers in writing of planned changes to Product prices before accepting Orders. Quotations issued shall remain valid for the period specified in the respective quotation.

3.5. Following confirmation of an Order, the price may not be changed unilaterally. If the Buyer requests changes to the scope or specifications of an Order, or requests additional work, the Seller shall propose corresponding changes to the price and deadlines, which shall become binding once agreed by the Parties. If no agreement is reached, the original terms shall remain in force, insofar as the Order can objectively be fulfilled without such changes.

4. DELIVERY AND ACCEPTANCE OF PRODUCTS

4.1. Upon receipt of the Products, the Buyer shall inspect their quantity, assortment and externally identifiable conformity within a reasonable period. The Buyer shall notify the Seller in writing of any visible defects without undue delay, but no later than within 20 (twenty) days of receipt, unless otherwise provided by applicable law or a specific agreement between the Parties. The claim should, where possible, specify the Order number, describe the non-conformity and include supporting evidence.

4.2. If the Buyer fails to report defects within the period specified in Clause 4.1 that could have been detected through a proper inspection, this may be taken into account when assessing the merits of the claim. The Buyer shall notify the Seller in writing of any hidden defects without undue delay after discovering them.

4.3. The Buyer shall not be entitled to refuse to accept the Products or suspend payment solely on the grounds of minor technical deviations that comply with generally accepted printing industry standards.

4.4. The Seller shall not be liable for defects in the Products of which the Buyer has been informed, which have been discussed by the Parties and which the Buyer has accepted.

4.5. The Buyer shall not destroy, process or otherwise materially alter any Products that are the subject of a claim before the Seller has had a reasonable opportunity to inspect the relevant non-conformity, except where, due to the nature of the Products or the non-conformity, retaining the Products in their original condition is objectively impossible.

4.6. If the Parties have agreed that the Products will be collected from the Seller’s warehouse, the Buyer shall collect them within 5 (five) working days after receiving written notification that the Products are ready for collection, unless otherwise specified in the relevant Order. For storage beyond this period, the Seller may charge a storage fee previously communicated to and agreed upon in writing by the Buyer, or seek reimbursement of additional storage expenses that are duly documented and substantiated, in accordance with applicable law.

5. QUALITY

5.1. The Seller warrants that the Products, to the extent applicable, comply with the requirements of applicable laws and regulations and the quality requirements established by the Seller. The Products shall be manufactured and stored in compliance with applicable sanitary, hygiene and food safety requirements, insofar as such requirements apply to the relevant Product.

5.2. The Products shall be manufactured using industrial printing technologies. Only such technical deviations as comply with the specifications or quality reference sample agreed for the relevant Order, or with technical tolerances communicated to the Buyer before confirmation of the Order, shall be permitted.

5.3. Colour reproduction may differ from the image displayed on a screen or in digital artwork. Therefore, where colour accuracy is important, the relevant colour matching criteria shall be agreed separately before production, for example by reference to a colour sample, reference standard or measurable tolerance.

5.4. The Parties may agree on a permissible variation in the quantity of Products delivered of up to ±5% of the quantity specified in the Order. In such cases, the Buyer shall pay for the actual quantity of Products delivered.

5.5. The Seller shall not be liable for the quality of the Products if, after the Products have been handed over to the Buyer’s carrier and removed from the Seller’s warehouse, they are improperly loaded, transported, stored or otherwise handled.

5.6. If the Buyer’s claim is justified, the Parties shall agree on an appropriate remedy, taking into account the nature and extent of the non-conformity. To the extent permitted by applicable law, the Seller may remedy the defects, replace the non-conforming Products, or agree with the Buyer on a reduction in the value of the relevant Products, a discount on future Orders, or the issuance of a credit note.

5.7. The Seller shall not be liable for the quality of the Products if:

5.7.1. the packaging of the Products has been damaged as a result of any act or omission of the Buyer or any person to whom the Buyer has transferred the Products;

5.7.2. the Buyer or any person to whom the Buyer has transferred the Products has failed to comply with the requirements concerning the storage, use, preparation for packaging or other handling of the Products set out in the specifications and/or other quality documentation issued by the Seller;

5.7.3. the Buyer or any person to whom the Buyer has transferred the Products has used the Products for purposes inconsistent with their intended or generally accepted use;

5.7.4. visible damage that could have been identified at the time of delivery has not been documented in a timely manner, where and to the extent that such failure to notify objectively impedes the determination of the cause of the damage;

5.7.5. the quality of the Products has deteriorated as a result of any act or omission of the Buyer or another person;

5.7.6. the Buyer has failed to notify the Seller of a discovered defect without undue delay, and such delay has materially impeded the inspection or remedy of the non-conformity, to the extent that such consequences are permitted under applicable law.

6. OWNERSHIP, RISK AND INTELLECTUAL PROPERTY

6.1. Ownership of the Products shall pass to the Buyer upon full payment for the relevant Order, to the extent that such retention of title is valid and enforceable under applicable law.

6.2. The risk of accidental loss of, damage to or deterioration in the value of the Products shall pass to the Buyer upon physical delivery of the Products to the Buyer or to a carrier designated by the Buyer, unless otherwise specified in the relevant Order or provided for by applicable law.

6.3. The Buyer shall be responsible for third-party infringements of intellectual property rights or other protected rights attributable to the Buyer and arising from materials or instructions supplied by the Buyer. The Buyer shall compensate the Seller for reasonable and substantiated losses causally related to such infringements, to the extent that they have not been caused by the Seller’s own unlawful conduct.

6.4. The Seller shall have no obligation to verify whether materials submitted by the Buyer infringe the intellectual property rights of third parties.

6.5. Design files, artwork, trademarks, logos and other intellectual property belonging to the Buyer or third parties and submitted by the Buyer shall remain the property of the respective rights holder. The Buyer warrants that it holds all rights and authorisations necessary to use such materials and provide them to the Seller for the purpose of manufacturing the Products. The Buyer grants the Seller the right to use such materials solely to the extent necessary to fulfil the relevant Order.

6.6. Production files, technical solutions, printing plates, cutting dies, working materials and other materials created during the production process by the Seller shall remain the property of the Seller, unless the Parties have agreed otherwise in writing.

7. LIABILITY AND LIMITATION OF LIABILITY

7.1. If the Buyer fails to make a payment due under the Order or the invoice issued by the Seller, the Seller shall be entitled not to commence or to suspend the manufacture, handover or delivery of the Products until payment has been received in full. In such circumstances, the Seller shall not be liable for any delay in the delivery of the Products.

7.2. To the extent permitted by applicable law, the Seller’s contractual liability for losses arising in connection with a specific Order shall not exceed the agreed value, excluding VAT, of the Products to which the relevant claim relates, regardless of whether the Buyer has already paid for them. The Seller shall not be liable for indirect losses or loss of profit, to the extent that such limitation is legally enforceable. This limitation shall not apply in cases of wilful misconduct, gross negligence or any other circumstances in which liability may not be limited under applicable law.

7.3. Any requirements concerning the suitability of the Products for a specific intended use by the Buyer must be agreed separately between the Parties in advance. The Seller’s liability for non-conformity of the Products shall be determined in accordance with these General Terms and applicable law.

7.4. The Seller shall not be liable for losses arising from the improper use, storage, handling or other misuse of the Products by the Buyer or third parties.

7.5. The Buyer shall be responsible for the accuracy and lawfulness of its instructions, technical requirements and information provided to the Seller. The Buyer shall compensate the Seller for reasonable and substantiated losses causally related to the Buyer’s breach of its obligations, to the extent that such losses have not arisen as a result of any act or omission of the Seller.

7.6. If the Buyer unjustifiably refuses to accept the ordered Products or fails to fulfil its obligations regarding acceptance of the Products, the Seller shall be entitled to terminate the relevant Order and claim compensation from the Buyer for losses arising as a result of such conduct.

7.7. The Seller shall assess each claim received on its merits, taking into account the timeliness of the notification, the evidence submitted, the requirements agreed between the Parties and applicable law.

7.8. If a claim submitted by the Buyer is found to be unfounded, the Buyer shall reimburse the Seller for any reasonable and proportionate costs incurred in connection with the investigation and assessment of that claim.

8. FORCE MAJEURE

8.1. Neither Party shall be liable for the total or partial failure to perform, or delay in performing, its obligations if such failure or delay is caused by force majeure circumstances that the affected Party could not have foreseen or prevented and whose occurrence was beyond that Party’s control.

8.2. Force majeure may include external, extraordinary and objectively unavoidable circumstances (such as natural disasters, acts of war or binding restrictions imposed by public authorities), provided that such circumstances directly prevent a Party from performing its obligations and their consequences could not reasonably have been foreseen or overcome.

8.3. Force majeure shall not include a Party’s failure to meet its financial obligations, insolvency, lack of funds or other circumstances relating to the Party’s financial condition.

8.4. The affected Party shall notify the other Party in writing of the occurrence of the force majeure circumstances, their expected duration and their impact on the performance of its obligations without undue delay and, where practicable, within three (3) working days after becoming aware of such circumstances. Late notification shall not, in itself, preclude the Party from establishing the existence of force majeure.

8.5. For the duration of the force majeure circumstances, the deadlines for performing the affected obligations shall be extended by the period during which such circumstances prevent their performance, unless the Parties agree otherwise in writing.

8.6. At the request of the other Party, a Party invoking force majeure shall provide documents or other evidence confirming the occurrence and duration of such circumstances, where such evidence is objectively available.

8.7. If the force majeure circumstances continue for more than three (3) months and materially affect a Party’s ability to perform its obligations, either Party shall be entitled to terminate the relevant Order or agreement by notifying the other Party in writing. In such circumstances, neither Party shall be obliged to compensate the other Party for losses arising solely as a result of the force majeure circumstances.

9. DISPUTE RESOLUTION

9.1. Any disputes, disagreements or claims arising out of or in connection with these General Terms, Orders or the delivery, quality, performance, breach, termination or validity of the supply of Products shall first be resolved through mutual negotiations between the Parties.

9.2. If the Parties are unable to resolve a dispute through negotiations, the dispute shall be submitted to the courts of the Republic of Latvia having jurisdiction at the Seller’s registered office, to the extent that such jurisdiction is permissible under the Civil Procedure Law of the Republic of Latvia.

9.3. These General Terms, as well as the relations between the Seller and the Buyer arising from the sale and delivery of Products, shall be governed by the laws and regulations of the Republic of Latvia.

10. FINAL PROVISIONS

10.1. All notices between the Parties shall be sent in writing to the email address or other contact details designated by a Party and communicated to the other Party.

10.2. The Seller shall publish the current version of these General Terms on its website, indicating the version number and effective date, and shall provide the possibility to save a copy. Amendments shall apply to future Orders only if they have been duly communicated to the Buyer and the Parties have agreed to the application of the relevant version.

10.3. Each Party shall act as an independent data controller in respect of contact persons’ personal data and any other personal data that it processes for its own purposes in connection with the fulfilment of an Order, and shall comply with Regulation (EU) 2016/679 and other applicable laws and regulations. If, in the context of specific cooperation, one Party processes personal data on behalf of the other Party, the Parties shall, where necessary, enter into an appropriate data processing agreement before such processing begins.

10.4. If any provision of these General Terms becomes invalid, unlawful or unenforceable, in whole or in part, this shall not affect the validity of the remaining provisions of these General Terms and Conditions of Sale. Where necessary, the Parties shall replace such provision with a valid provision that reflects, as closely as possible, the original intended economic and legal purpose.

10.5. The termination of an individual Order or amendments to these General Terms shall not affect the validity of any provisions which, by their nature, are intended to remain applicable after the termination of the relevant Order or the making of such amendments, including provisions concerning liability, intellectual property, dispute resolution and other matters which, by their nature, are intended to survive.