GENERAL TERMS AND CONDITIONS AGREEMENT

This Agreement is made by and between F9 and the Buyer

(F9 and the Buyer hereinafter are collectively referred to as "Parties" and singly as "Party")

This Agreement is made between: “F9 Distribution Baltic”, UAB, legal entity code 303482850, address Naugarduko street 100, Vilnius, the Republic of Lithuania (hereinafter referred to as the F9), and the Buyer, (F9 and the Buyer hereinafter are collectively referred to as “Parties” and singly as “Party”)

This Agreement is made between:

"F9 Distribution Baltic", UAB, legal entity code 303482850, address Naugarduko street 100, Vilnius, the Republic of Lithuania (hereinafter referred to as the F9), and the Buyer, (F9 and the Buyer hereinafter are collectively referred to as “Parties” and singly as “Party”)

PREAMBLE:

WHEREAS, F9 owns and operates the E-commerce platform, intended for wholesale distribution of the Products and Services and open to the resellers, active within the territory European Union;
WHEREAS, the Buyer has the capabilities and is willing to act as the wholesale buyer of the Products and Services offered by F9 via E-commerce platform and to further resell the Products and/or Services to the end customers or other resellers;
WHEREAS, F9 is interested in distributing the Products and Services to the Buyer using the E-commerce platform;
WHEREAS, F9 has to process Personal data of Buyers Data subjects in order to provide Services and Products according to this Agreement;
WHEREAS, the Parties, having negotiated the content of this Agreement, intend to formalize the terms and conditions of their cooperation;
NOW, THEREFORE, both Parties covenant and agree upon the following terms and conditions:

1. DEFINITIONS

Wherever used in this Agreement, the capitalized terms listed in this Article 1 have the following meanings:
“Agreement” means this Agreement between F9 and the Buyer, including all its Annexes, which are an integral part of it.
“Products”    means all and any products available to be purchased via the E-commerce platform.
“Services”     means all and any services available to be purchased via the E-commerce platform.
“E-commerce platform”      means the F9 Distribution Baltic e-commerce platform, intended for wholesale distribution of the Products and Services, owned and operated by F9.
“Website”     means the F9 website www.f9baltic.com which works on E-commerce platform.
“Order”         means the Buyer’s order to purchase the Products and/or Services via E-commerce platform, placed to F9 following the procedure described herein.
“Confirmation of receipt”   means the document issued by F9 and sent to the Buyer stating F9’s confirmation of the Buyers order.
“Purchase Date” means the date when the End User receives the Product.
“Warranty Period” shall mean the period of time within which a non-compliance identified in Products shall be remedied by Supplier. The Warranty Period starts on the Purchase Date.
“Regulation” - Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
“Personal data” – means identification data of Buyers data subjects.
“Data Subject” –  means Buyers employees or authorized representitives.
“Personal data breach” - means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal data transmitted, stored or otherwise processed, which affects the Personal data of the Buyer covered by this Agreement.

2. SUBJECT MATTER OF THE AGREEMENT

2.1. By this Agreement the Parties agree on the general principles of the sale and purchase of the Products and Services using the E-commerce platform, i.e. the terms and conditions that the Parties agree to follow while the Buyer places the Orders to purchase the Products and/or Services using the E-commerce platform and F9 undertakes to accept and confirm Buyer’s orders, also to deliver and transfer the ownership title to the Products and Services purchased by the Buyer.
2.2. In addition to this Agreement, the Buyer undertakes to strictly follow the terms and conditions for using the E- commerce platform, also all and any other instructions placed by F9 on the Website and the provisions of the applicable legal acts.

3. BUYER’S STATUS

3.1. The Buyer shall purchase from F9 and sell the Products and/or Services to the customers in its own name, for its own account and on its own risk. It is expressly agreed that the Buyer, including its agents and employees, shall operate as an independent contractor, and it is not an agent, representative or employee of F9, having no authority to make contracts on behalf of, or in any way to bind F9 towards third parties unless expressly authorized in writing by the latter.
3.2. Any transactions entered into between the Buyer and its customers are done on the Buyer's sole financial risk and F9 shall in no event be liable for any such transactions, except where expressly otherwise indicated in this Agreement.
3.3. While reselling the Products and/or Services to its customers, the Buyer is restricted to further resell the Products and/or Services strictly following the limitations of the territories for marketing the Products and/or Services as indicated by F9 on the Website.

4. PRODUCTS AND SERVICES

4.1. The technical specifications, characteristics, quantities, prices and other data of the Products and Services are provided for in E-commerce platform.
4.2. F9 shall ensure that all Products and Services comply with the conditions guaranteed by the manufacturers hereof; also that the Products, if required, are accompanied by the manufacturer’s certificates, warranties as well as other required quality or accompanying documents.

5. PLACEMENT OF ORDERS FOR THE PRODUCTS AND SERVICES

5.1. The Buyer shall order the Products and/or Services from F9 by placing the Order to purchase the Products and/or Services via E-commerce platform, placing the Order online using Buyer’s login, by sending an e-mail to F9 listing the Products and/or Services intended to be purchased, or via phone call or Skype conversation with the representative of F9.
5.2. All Orders placed by the Buyer hereunder shall be subject to acceptance by F9. The acceptance is sent within 8 (eight) hours in working days. Orders shall be deemed accepted if, upon their receipt, F9 provides the Buyer with relevant Confirmation of receipt, sending hereof to the Buyer via an e-mail indicated by the Buyer for the purposes of this Agreement. In the event of a conflict in provisions specified in Buyer’s Order and F9’s Confirmation of receipt, the latter shall prevail.
5.3. Once confirmed by relevant Confirmation of receipt, the Buyer’s orders may not be revoked, unless otherwise expressly agreed between the Parties.
5.4. For Orders for the Products and/or Services to be placed online via E-commerce platform, F9 shall provide the Buyer with a login. One login is given per one Buyer. The Buyer is responsible for its appropriate use and preservation, also for immediately informing F9 in the event Buyer’s login goes missing or is misused. Upon the Buyer’s request, F9 is required to immediately terminate the login. Such request must be submitted to F9 in the written form. The Buyer is fully responsible for all transactions made online under given login, even where the Orders come from unlawful use of their account.

6. TERMS OF DELIVERY OF PRODUCTS AND SERVICES

6.1. The prices and terms for delivery of the Products and Services are established by the sole discretion of F9 and are available at the Website. In case the prices and terms for delivery of the Products and Services undergo modification, the prices and terms that were valid at the time of the relevant Order confirmation shall be followed.
6.2. The Products and/or Services are delivered from F9 warehouse either from Tampere (FIN) or from Kaunas (LT). The Products and/or Services, accompanying the Products, are delivered to the Buyer by the couriers or carriers, chosen by F9. The current list of such couriers and carriers is available at the Website. Delivery times are following:
Next day delivery, if Product is in stock Kaunas (LT) and order is made into system until 17:00.
If Product is in stock in Tampere (FI) it will be delivered not later than 4 (four) days from the order date.
If product is not in stock, delivery date is agreed between responsible persons of Parties.
6.3. F9 shall deliver the Products and Services to the address indicated by the Buyer while placing the Order. It might be either the address of the Buyer itself or the address of the Buyer’s customer. In any event, the Buyer is obliged to organise and execute unloading of the Products and/or Services that were delivered to the Buyer or Buyer’s customer at its own expense and initiative.
6.4. The Buyer shall inform F9 on the preferred date and time of the delivery of the Products and Services while placing the relevant Order; however, the delivery by F9 of shipments of Products and/or Services to the Buyer, pursuant to the provision of this Agreement, will be dependent on the availability of stock with F9, and the Buyer will not be entitled to make any claims against F9 for non-delivery or delay in delivery of the same. In addition, nothing in this Agreement shall entitle the Buyer to any priority of supply in relation to the Products and/or Services against F9’s other buyers or customers.

7. TRANSFER AND ACCEPTANCE OF PRODUCTS AND SERVICES

7.1. The acceptance of the Products and/or Services by the Buyer shall mean the examination by the Buyer of the quantity, quality and functionality thereof.
7.2. The transfer and acceptance of the delivered Products and/or Services as well as of related documents shall be performed by the Buyer immediately upon the arrival of such Products and/or Services. It is expressly agreed that acceptance of the Products and/or Services by any employee and/or other representative of the Buyer shall be deemed to be sufficient and F9 (its courier or carrier) has no obligation to verify whether the person accepting the delivered Products and/or Services is properly authorized to perform such acceptance.
7.3. The statement on transfer and acceptance of Products and/or Services is executed following the procedure, established by the F9’s courier and/or carrier delivering the Products and/or Services to the Buyer, usually by signing of the shipment document. The signing of the above mentioned statement indicates that all obligations of F9 upon delivery of the Products and/or Services subject to transfer under the aforementioned statement were dully fulfilled.
7.4. Delivered Products and Services may not be returned to F9, other than those determined to be defective on arrival (DOA). Unless F9 specifies otherwise, returned Products and Services must be in their original packages and in full set. In such event, the transportation costs for the return of the Products and/or Services shall be covered by the Buyer, unless otherwise expressly agreed between the Parties. All and any claims for such return shall be presented by the Buyer to F9 within the term of 5 (five) calendar days after the delivery of Products and/or Services to the Buyer, failure of which means that the Buyer has no claims to F9 on the quality of the Products and/or Services.

TITLE TO THE PRODUCTS AND SERVICES

8.1. The risk of accidental loss or damage to the Products and/or Services shall pass to the Buyer upon signing of the statement of transfer and acceptance of the Products. Until signing of the mentioned statement the risk of accidental loss or damage to the Products shall be borne by F9.
8.2. The accidental loss of or damage to the Products and/or Services after the transfer of the risk of accidental loss or damage to the Buyer does not release the Buyer from liability to settle for the price of the Products and/or Services.
8.3. The Products and/or Services shall be the property of F9 until complete settlement hereunder without any separate agreement of the Parties thereupon.

9. WARRANTY

9.1. F9 only warrants that all Products and/or Services sold hereunder shall conform to manufacturer's specifications. F9 shall have no obligation or liability under the aforementioned warranty for Products and/or Services which defect has been caused after the delivery to Buyer or by improper storage, handling or misuse of the Products and/or Services.
9.2. Purchased Products and/or Services have a warranty granted by the manufacturer of hereof upon the terms and conditions set by the manufacturer. The list of manufacturers’ warranty centres may be found on the Website.
9.3. F9 shall not be responsible for fulfilling the terms of the manufacturer’s warranty and all and any customers complains shall be presented directly to the manufacturers’ warranty centres.

10. PRICES OF THE PRODUCTS AND SERVICES AND PROCEDURE OF PAYMENT

10.1. The Buyer agrees to purchase the Products and/or Services at the prices provided for in E-commerce platform at the moment of placing the relevant Order and on the terms of payment described in this Agreement.
10.2. The prices of the Products and/or Services can be changed by F9 from time to time in its sole discretion.
10.3. All prices of Products and Services provided for in E-commerce platform cover all insurances, environmental, packaging and copyright fees; however do not include value added tax (hereinafter referred to as the “VAT”).
10.4. VAT will be added to the prices in accordance with the VAT rates valid at the location (country of location) of F9. F9 sells the Products and/or Services to the Buyer obliged to pay VAT in another member state of European Union with zero (0) per cent (%) tax rate. The Buyer undertakes to inform F9 about its VAT identification number immediately in case the Buyer is a person liable to VAT operating in a member state of the European Union. The Buyer who is operating in a member state of the European Union undertakes to inform F9 in writing immediately in case it is not registered as a person liable to VAT or its status as VAT obligatory has been terminated. In the event F9 by mistake has sold to the Buyer the Products and/or Services with lower VAT rate than the one established by the laws, the Buyer undertakes to pay to F9 in addition to the price paid for the Products and/or Services the amount that corresponds to the VAT rate provided by law. The Buyer undertakes to pay to F9 the sums mentioned herein not later than within five (5) days from the relevant claim submitted by F9. In case the payment will not be duly settled, interests, as indicated in the Article 10.6., shall be applied.
10.5. The costs for Delivery of the Products and/or Services are charged if the value of separate shipment is not higher then 500 EUR (Five hundred EUR). Detailed procedures and conditions of delivery (including fees) are provided on the Website.
10.6. The Buyer shall settle for the ordered Products and/or Services by bank transfer to the bank account of F9 immediately after receipt of the invoice covering the relevant Order, but not later that the following business day, failing which the Buyer shall be liable for default interest at a rate of 13 percentage points from the outstanding amount for each delayed day. In addition to that, F9 reserves the right to suspend deliveries of the Products and Services where payment is not received in accordance with this Article.
10.7. The Parties hereby expressly agree that the invoices for the ordered Products and/or Services are only issued by electronic means and sent to the Buyer by an e-mail to the e-mail address indicated by the Buyer for the purposes of this Agreement.

11. OBLIGATIONS OF F9

11.1. F9 shall safely deliver the Products and/or Services within the terms and conditions stipulated hereunder in accordance with the procedure set forth in Part 6 of the Agreement.
11.2. F9 ensures that all Products and/or Services delivered shall be without any deficiencies, except where otherwise indicated in this Agreement.
11.3. F9 shall not be born liable for the possible Buyer’s damages due to failures of the operation of the Webpage or E-commerce platform, also other technical issues.
11.4. F9 shall properly perform all other obligations and liabilities under the laws or other legal acts as well as the Agreement.

OBLIGATIONS OF THE BUYER

12.1. The Buyer shall accept the Products and/or Services corresponding to the requirements set forth herein and delivered in accordance with this Agreement, except for the cases when the Buyer has a right under this Agreement to request the replacement of the Products as well as to pay for F9 the price of the Products and/or Services set forth herein following the procedure, terms and conditions established in the Agreement.
12.2. The Buyer shall appoint authorised representative/representatives to place the Orders for Products and/or Services in accordance with this Agreement.
12.3. The Buyer shall sell the Products and/or Services to the end customers in the same condition as they are received by the Buyer. Buyer shall not alter, remove or in any way tamper with any marks, brands, labels or numbers thereon nor open or tamper with containers in which the Products are supplied, unless required by applicable law.
12.4. The Buyer shall sell and distribute the Products and/or Services only for the purposes and uses stated by the manufacturer hereof in order to ensure safe and effective use. The Buyer shall not, in offering any Products for sale, make any representation or give any warranty with respect thereto other than those given by the manufacturer of hereof.
12.5. The Buyer shall properly perform all other obligations and liabilities under the laws or other legal acts as well as the Agreement.

13. INTELLECTUAL PROPERTY

13.1. All trademarks and all other intellectual property and goodwill relating the Products and/or Services therein in respect of the Products and/or Services including, without limitation, any patent rights, model and design rights, topography rights, trademark rights, and/or any applications for such rights, copyrights, neighbouring rights, portrait rights, database rights, trade names and know how, as well as any similar rights (hereinafter referred to as the “Intellectual Property”) shall remain at all times the exclusive property of manufacturers.
13.2. The Buyer acknowledges and agrees that it may use the Intellectual property only to further the promotion and sale of the Products and/or Services.
13.3. Where the use of the Products and/or Services sold by F9 to the Buyer require to follow special conditions, established by the manufactures of hereof, i.e. software licence agreements and etc., the Buyer is responsible for ensuring that applicable manufacturer’s conditions would be dully transferred to the end customer.

14. PERSONAL DATA PROCESSING

14.1. In Accordance with the Regulation and this Agreement, F9 is  considered as  Personal data processor and the Buyer as Personal data controller.
14.2. F9 processes Personal Data for the purpose of selling and delivering the Services and Goods referred to in the Agreement to the Buyer using the E-commerce platform.
14.3. F9 will process Personal Data in connection with the following categories of processing:

  • Transfer of Personal data by Buyer to F9;
  • Transfer of Personal data by F9 to Buyer;
  • Transfer of Personal data by F9 to another processor;
  • Viewing, checking, storing, deleting Personal data;

14.4. The Buyer is responsible that the processing activities relating to the Personal data, as specified in the Agreement, are lawful, fair and transparent in relation to the Data subjects.
14.5. The Buyer confirms that it has taken all necessary measures to comply with the requirements of the Regulation regarding the disclosure of Personal Data to F9 to receive Goods and Services.
14.6. The Buyer shall notify F9 30 days in advance of its intention to conduct an audit of F9's compliance with the Regulation and warrants that the Buyer's statutory auditor will conduct an audit of F9 during business hours and take all necessary steps to prevent any unreasonable interruptions to F9 business processes.
14.7. F9 processes Personal data only in accordance with the instructions specified in the Agreement or documented instructions by the Buyer, including in connection with a transfer to a third country or international organization.
14.8. F9 does not use the Personal Data for its own purposes or other purposes not directly arising from the Agreement unless they are in conflict with applicable laws.
14.9. F9 processes the Personal Data as long as the data processing is required in accordance with the Agreement.
14.10. F9 implements, maintains and operates adequate and appropriate technical and organizational security measures that meet the requirements of the Regulation to protect Personal Data from unlawful processing, loss, destruction or alteration to ensure a level of security appropriate to the risk.
14.11. F9 ensures that the right of access to Personal Data obtained by providing services to the Buyer is limited and granted only to those F9 employees and authorized persons who need such processing of Personal Data for the provision of Services to the Buyer.
14.12. F9 ensures that the natural persons authorized to process the data have made a written commitment to confidentiality or have a corresponding legal obligation to observe confidentiality, undertake in writing to keep and not to unlawfully disclose Personal Data, even after termination of employment or other contractual relations.
14.13. F9 assists the Buyer in ensuring the processing security requirements set out in Article 32 of the Regulation and the fulfillment of the obligations set out in Article 36 during the application of the Regulation and also until then, taking into account the type of processing and information available to F9.
14.14. F9 does not involve a sub-processor in data processing without the prior written consent of the Buyer. Upon receipt of such permission, F9 shall comply with the provisions of the second and fourth paragraphs of Article 28 of the Regulation during the application of the Regulation and also until then, including giving the Buyer the opportunity to object to the involvement of an additional processor at any stage of cooperation.
14.15. F9 provides access of Personal Data to company E-Bros Oy, 1595345-3, Hatanpään valtatie 48, 33900 Tampere, Finland, for purposes of database maintenance.
14.16. F9 shall immediately, but not later than within 24 (twenty four) hours from the moment when the breach has become known to it, notify the Buyer of the personal data protection breach.
14.17. F9 shall, insofar as this is possible and taking into account the nature of the processing, assists the Buyer in fulfilling his obligations to respond to requests for the exercise of the Data subject's rights under Chapter III of the Regulation. F9 helps to ensure that the Data subjects' legal requirements are met only with the written permission of the Buyer.
14.18. F9 makes available to the Buyer all information necessary to demonstrate that the obligations under the Regulation have been met and to enable the Buyers authorized auditor to carry out audits, including inspections.
14.19. Upon request, each Party shall, within a reasonable time, provide the other Party with information relating to its processing of Personal Data that is necessary for the other Party to fulfill its obligations under the Regulation and the Agreement.
14.20. Contact persons of the Parties in connection with personal data processing and it’s breaches:

15. EXPORT CONTROL

Buyer acknowledges and agree that the Products, are subject to export control laws of other applicable jurisdictions (“Export Control Legislation”), what means that Products should not be sold or exported to:

  1. any territory subject to Embargoes and Other Special Controls as defined under the Export Control Legislation (including, as of the date of Agreement, Russia, Belarus, Crimea and other Covered Regions of Ukraine including Donetsk and Luhansk, Cuba, Iran, Syria, and North Korea);or any other country or territory to which such activities are prohibited under applicable laws;
  2. any individual or entity that is: (1) included on any lists of sanctioned individuals or entities maintained by European Union, and any other relevant jurisdiction including but not limited to the following lists as defined by the relevant governmental authorities, as well as (2) any person owned or controlled by, or acting on behalf of, any of the foregoing; or (3) any other person who is the target of sanctions and export control restrictions.

 

16. SPECIAL CONDITIONS FOR SOFTWARE SALES

16.1 Buyer shall comply, with the applicable End user license agreement as regards any Software that is purchased or otherwise made available under this Agreement.
16.2 Buyer shall not:  (1) remove any copyright, trade mark, confidentiality or other proprietary notice, mark or legend appearing on the Software; or (2) copy, modify, adapt, develop, create any derivative work, reverse engineer, decompile, disassemble or otherwise seek to reconstitute the Source Code of Software or carry out any act otherwise restricted by copyright or other Intellectual property rights in the Software, except and only to the extent that it is expressly permitted by applicable law. The Buyer acknowledges that it has received (whether as application programming interfaces or otherwise) sufficient information to enable it to market the Products in the manner envisaged by this Agreement.

17. CONFIDENTIALITY

17.1. The Parties agree that this Agreement as well as terms and conditions thereof, the documents and information submitted to each other on the basis of this Agreement are confidential and may be used only for the purpose of performance of this Agreement or in cases provided herein.

18. FORCE MAJEURE, LIABILITY

18.1. The Parties are released from liability for non-performance of the Agreement if proved that non-performance of the Agreement is due to the circumstances beyond its control, which could not be foreseen at the conclusion of the Agreement as well as which or the consequences of which could not be prevented (force majeure). If the circumstance, due to which the Agreement may not be performed, is temporary, the Party is released from liability for the period, which is reasonable taking into account the impact of such circumstance on performance of the Agreement.
18.2. The Party, which due to force majeure circumstances may not performed its contractual obligations, shall notify the other Party thereupon by submitting the notice on force majeure circumstances, due to which the particular provisions of the Agreement was not performed or was performed improperly, indicating: 1) force majeure circumstance due to which the particular obligation may not be performed or is performed improperly; 2) all available proof evidencing such circumstance, which are possessed by the Party experiencing force majeure; 3) commencement and possible expiry of force majeure circumstances; 4) the impact of force majeure circumstances on performance of particular provision as well as of other terms and conditions of the Agreement. In case the Party experiencing force majeure obtains additional proof evidencing force majeure after submission of the notice to the other Party, all such proof must be provided to the other Party within the shortest possible time.
18.3. It is considered that a reasonable period within which the Party experiencing force majeure circumstances must provide the other Party with the notice thereupon is 20 calendar days from the day the Party experiencing force majeure becomes or should become aware of such circumstances.
18.4. If force majeure circumstances continue more than for 2 months, the Parties may terminate this Agreement upon mutual agreement.
18.5. The Parties are liable for non-performance or improper performance of the liabilities assumed hereunder in accordance with the terms and conditions set forth in this Agreement. The liability of the Parties hereunder is limited to the compensation of the direct damages of the aggrieved Party unless this Agreement stipulates otherwise.
18.6. In the event the Buyer fails to perform his non-monetary obligation under this Agreement, the Buyer undertakes to cover F9 damages due to such non-performance or improper performance.

19. GOVERNING LAW, SETTLEMENT OF DISPUTES

19.1. The Parties follow the legislation of the Republic of Lithuania for conclusion, performance and termination of this Agreement.
17.2. The Parties agree that any dispute and/or claim arising out of or in connection to this Agreement or out of breach, termination or invalidity thereof, shall be resolved by mutual agreement, and, if in the opinion of any Party, such agreement is not reached – in the court of the Republic of Lithuania following the laws of the Republic of Lithuania. The territorial jurisdiction shall be established following the registered office of F9.

20. NOTICES (COMMUNICATION)

20.1. The Parties shall notify each other in advance on changes of the registered office address, delivery addresses, name or bank account details as well as other data indicated herein.
20.2. All notices or other communications that either Party must make to the other shall be made in writing (including notices sent by e-mail) and shall be understood to have been done correctly if delivered by hand, mail, or e-mail and addressed to the Party at the address contained in this Agreement or such other address as shall have been notified to the other Party in writing for the purposes of this Agreement.

21. VALIDITY OF THE AGREEMENT, TERMINATION

21.1. This Agreement becomes effective on the moment of signing thereof by the authorised representatives of the Parties will remain valid and in force for an indefinite period of time or until termination pursuant to the provisions hereunder, this Agreement.
21.2. The amendments and supplements to the Agreement shall become effective only if executed in writing and signed by authorised representatives of both Parties. All amendments and supplements of the Agreement executed properly shall be integral parts of this Agreement.
21.3. The Agreement expires:
21.3.1. upon mutual agreement of the Parties by executing a separate statement, in which all mutual claims of the Parties hereunder are settled and which states the consequences of such expiry;
21.3.2. upon termination of the Agreement by either Party for any reason pursuant to submission of a 1 (one) month written prior notice to the other Party.
21.4. In any case in the event of termination of the Agreement the Buyer shall make all outstanding payments unconditionally and unsolicited within 3 (three) days after termination of this Agreement at the latest.

22. MISCELLANEOUS

22.1. The Parties confirm that they have taken all measures to acknowledge the substance of this Agreement as well as the rights and obligations arising hereunder. The Parties also confirm that as of moment of signing the Agreement there exist no circumstance (insufficient briefing of the Party, inexperience, negligence and the like) due to which the deficiency of the will of the Party could be established or the material imbalance of the Parties could emerge. The Parties acknowledge that neither this Agreement nor any conditions thereof provides either Party with advantage without unreasonable basis. The provisions of this Agreement are subject to interpretation following the substance, however, not to the benefit of either Party.
22.2. Neither Party shall have a right to assign the rights thereof hereunder to the third parties without the written consent of the other Party or without legal basis.
22.3. The Parties emphasises that they act in good will towards each other upon preparation of this Agreement and did not provide any misleading and/or incorrect information.
22.4. The Agreement is executed in two counterparts in the English language each of equal legal force, one counterpart for each Party.