1.1.The terms used in these Terms and Conditions shall have the following meanings:

‘ELPIS’ means the ELPIS Limited Liability Company, Registration No 40103114438.

‘ELPIS Signatory’ means any person authorised to sign contracts for and on behalf of ELPIS.

‘Contract’ means an agreement for the sale and/or delivery of Goods which contains a reference to these Terms and Conditions.

‘Client’ means a person willing to buy Goods from ELPIS.

‘Goods’ means Goods and, where applicable, services delivered by ELPIS under the Contract.

‘Gross negligence’ means acts or omissions, including disregard of serious consequences of acts or omissions which should not have been ignored a contracting party acting in good faith, as well as deliberate disregard of any consequences of such acts or omissions.

‘In writing’ means by mail, fax or email (referring to communications between the Parties, e.g. a signed document or request).

‘Order’ means a written document issued by the Client to order Goods from ELPIS.

‘Party’ means ELPIS or the Client each individually, and ‘Parties’ means ELPIS and the Client collectively.

‘Terms and Conditions’ means the terms and conditions set forth herein.

1.2. These Terms and Conditions define the general terms and conditions of a purchase deal entered into between ELPIS and any Client as a buyer. ELPIS shall be entitled to make amendments or supplements to these Terms and Conditions at a notice to the Client’s contact email address indicated in the Contract. The up-to-date version of these Terms and Conditions shall be applicable without special agreement between the Parties in writing. These Terms and Conditions and any amendments hereto shall apply to all liabilities arising after the publication of these Terms and Conditions or amendments on the website of ELPIS. A reference to the Terms will be included in the invoices and specifications. Payment of the invoice or acceptance of the specification means that the Customer has read the Terms and conditions agrees with them.

2.1. Any Order placed with ELPIS may only take effect after it is confirmed by ELPIS in writing. ELPIS’s written confirmation shall contain a description of Goods ordered, quantity of Goods, amount payable, and delivery deadlines.

2.2. An Order may only be revoked by agreement with an ELPIS Signatory in writing unless ELPIS has already started the Delivery. The Client shall be obliged to reimburse all costs, damages or expenses incurred by ELPIS as a result of such revocation. If the Order was placed for non-standard Goods, i.e. Goods which ELPIS does not normally have in stock, the Client shall also have to pay the price of such Goods as per ELPIS’s written confirmation upon such revocation.

2.3. The Client is fully and solely responsible for the accuracy of any Goods-related specifications submitted by the Client to ELPIS. The Client is also responsible for timely submission of any Goods-related information to ELPIS so that the latter may ensure the fulfilment of the Contract in compliance with these Terms and Conditions.

3.1. All information or data provided by ELPIS in Goods general documentation and price lists may only have a binding effect if expressed in writing.

4.1. The price of Goods is the price fixed by ELPIS as of the date of delivery of the Goods unless the Parties agree on a fixed price in writing.

4.2. Fixed or quoted prices shall apply to the quantity of Goods stated in the information provided by the Client when placing the Order. In case the quantity stated in the Order is less than that agreed upon between the Parties, or there are any changes in the specifications or delivery deadlines, or any time delays caused by the Client’s instructions or lack of instructions, ELPIS shall be entitled to change the Price of Goods in accordance with such changes.

5.1. The Client shall inspect the Goods at the place and time of discharge or receipt of the Goods.

5.2. If the inspection reveals that the Goods or any part thereof do not comply with the provisions of the Contract, the Client shall inform ELPIS in writing no later than on the next business day after unloading (discharge). The Client shall be entitled to submit a claim to ELPIS within 7 (Seven) days of delivery in case of non-compliance of the quantity of the Goods with the Contract or specifications, or within 27 (Twenty-seven) days of delivery in case of non-compliance of the quality of the Goods with the Contract or specifications. If the Client has not submitted any claims within the abovementioned deadlines in writing, the Goods shall be deemed to have been accepted by the Client. In such a case, the Client shall lose the right to make claims related to the quality or quantity of the Goods.

5.3. Upon receipt of information from the Client in accordance with these Terms and Conditions, ELPIS shall rectify all defects in the Goods in compliance with the following provisions.

6.1. Any sales terms and conditions must be in compliance with Incoterms 2020.

6.2. If no sales terms have been pre-agreed in writing, the Goods shall be delivered Ex Works (EXW).

6.3. Notwithstanding anything to the contrary contained herein, all risks related to the Goods shall be transferred from ELPIS to the Client at the time of delivery.

6.4. Where applicable, all Goods delivered must be stored at suitable places in accordance with ELPIS directions, markings or other instructions.

7.1. Delivery deadlines shall be indicated by ELPIS in its confirmation in writing in accordance with these Terms and Conditions.

7.2. If ELPIS anticipates that it will be unable to deliver the Goods within the specified delivery time, ELPIS shall notify the Client at the earliest possible time indicating the reason for the delay and, where possible, the expected time of delivery.

7.3. If a delay in delivery is caused wholly or partly by any circumstances referred to in paragraph 10 hereof occurring as a result of the Client’s acts or omissions or any other Client-related circumstances, ELPIS shall be entitled to extend the delivery deadline taking into account all relevant circumstances. This provision shall apply irrespective of whether the reason for the delay occurs before or after the pre-agreed time of delivery.

7.4. If the Goods are not delivered within the pre-agreed delivery time, and the provisions of subparagraph 7.3 are not applicable, the Client shall have the right to be indemnified for its losses starting from the pre-agreed delivery date.

7.5. Losses shall be indemnified at the rate of 0.1% of the net purchase price of the Goods whose delivery is delayed, for each full week of delay. The amount of indemnity shall not exceed 5% of the net purchase price of the Goods whose delivery is delayed. Indemnity calculation starts from the 5^th (fifth) day of delay.

7.6. Indemnity shall be payable at the Client’s request in writing, but not before the delivery is completed.

7.7. The Client shall lose its right to be indemnified if it fails to submit a claim for damages in writing within one month after the pre-agreed date of delivery.

7.8. The indemnity referred to in subparagraph 7.5 hereof is the only legal remedy available to the Client in case a delay is caused through the fault of ELPIS. All other delay-related claims against ELPIS based on the law, contract, violation or any other legal notion are expressly excluded, except cases of gross negligence on the part of ELPIS.

7.9. If the Client anticipates that it will be unable to accept the Goods at the pre-agreed time of delivery, the Client shall inform ELPIS immediately in writing indicating the reason why it is unable to accept the Goods, and, if possible, stating the expected time when it will be able to accept the Goods.

7.10. ELPIS may request the Client in writing to accept the Goods within a final reasonable deadline.

7.11. If, due to reasons beyond control of ELPIS, the Client fails to accept the Goods within the final deadline, ELPIS shall be entitled to terminate the Contract in writing, fully or partially. In such a case, ELPIS is entitled to be indemnified for any losses incurred as a result of the non-fulfilment of the Client’s obligations, including any related direct and indirect losses.

8.1. Unless otherwise agreed in writing, the Client shall make a prepayment for the Goods as per the invoice issued by ELPIS. The payment shall be made in the currency specified in the order.

8.2. Regardless of the payment method, a payment shall be deemed completed after the amount payable has been irrevocably credited to ELPIS’s bank account.

8.3. If the Client fails to effect the payment within the specified deadline, ELPIS shall be entitled to issue an invoice including a penalty for delayed payment at the rate of 1% per day of delay. Payment of the penalty shall not discharge the Client from the principal obligation.

8.4. In case of late payment and in case the Client fails to provide an agreed collateral by a specified date, ELPIS may suspend the Contract at a notice to the Client in writing till receipt of the payment, or, where applicable, until the Client provides an appropriate collateral.

8.5. Unless the Client pays the amount due within one calendar week, ELPIS shall be entitled to terminate the Contract at a notice to the Client in writing, and, apart from interest and debt recovery costs in accordance with this paragraph, ELPIS may also claim compensation for any direct and indirect losses incurred.

8.6. The Client may not withhold the payment of any invoice or another amount payable to ELPIS, based on any kind of right or counterclaim which the Client may have for any reason or may claim to have had, unless otherwise agreed between the Parties in writing.

8.7. As agreed between ELPIS and the Client, the Goods remain the property of ELPIS until full payment thereof, insofar as such retention of title is allowed by the applicable law.

8.8. At the request of ELPIS, the Client shall assist ELPIS in taking all the necessary measures to protect ELPIS’s title to the Goods.

8.9. The provisions of this paragraph regarding retention of title (ownership) not affect the transfer of risks referred to in paragraph 6.

8.10. ELPIS is entitled to assign or sell the Client’s debt obligations to a third person without the Client’s consent for debt recovery purposes.

9.1. Unless ELPIS expressly agrees in writing to apply a separate warranty to the Goods, ELPIS shall, in as set out in paragraph 9 hereof, remedy any hidden defect in the Goods (hereinafter: defect(s)). Should any provision of a separate warranty is in conflict with the provision of paragraph 9 hereof, the terms of the separate warranty shall prevail.

9.2. ELPIS shall not be liable for defects occurring due to:

9.2.1. Inappropriate storage or use of the Goods;

9.2.2. Non-compliance with the requirements of subparagraph 6.4 on the part of the Client.

9.3. The liability of ELPIS is limited to hidden defects occurring within the validity period of the Goods starting from the time of delivery.

9.4. The Client must notify ELPIS within three (3) business days in writing of any defect found. In no event may such notice be given after the expiration date of the Goods. The notice shall contain a detailed description of the defect. If the Client fails to notify ELPIS of the defect within the deadline specified in this subparagraph, the Client will lose its right to demand rectification of the defect.

9.5. Upon receipt of the notice referred to in subparagraph 9.4, ELPIS shall rectify the defect at its own expense without undue delay.

9.6. If ELPIS finds, in its reasonable discretion, that it will not be able to fulfil its obligations referred to in subparagraph 9.5, it must notify the Client in writing without undue delay.

9.7. If the Client receives a notice from ELPIS as referred to in subparagraph 9.6:

a) the Client shall be entitled to a purchase price reduction in proportion to the reduced value of the Goods, provided that such a reduction in the price does not exceed twenty (20) per cent of the purchase price; or

b) if the defect is so significant that it prevents the Client to use the benefits of the Contract with regard to the Goods or an essential part thereof, the Client may request a replacement of the Goods.

9.8. Replacement of the Goods and reduction of the purchase price as set out in subparagraph 9.7 are the only legal remedies available to the Client in connection with ELPIS liability for defects. Any other claim against ELPIS which may arise thereupon, based on a law, agreement, violation or another legal ground, are expressly excluded, with the exception of instances gross negligence on the part of ELPIS.

10.1. ELPIS has the right to suspend the fulfilment of its obligations under the Contract insofar as such acts are hindered or unreasonably impeded by force majeure circumstances which may include any of the following: commercial disputes and any other circumstances beyond ELPIS control, such as fire, war, widespread military mobilisation, insurrection, requisition, confiscation, embargo, restrictions on the use of authority, restrictions on currencies and exports, epidemics, natural disasters, extreme natural events, terrorism, as well as any defects or delayed deliveries attributable to subcontractors and caused by any circumstance referred to in this paragraph.

11.1. In the event that the Client declares its inability to pay the payments after the due date, or is declared bankrupt, wound up or restructured, or enters into an agreement with its creditors, or a receiver is appointed to manage the Client’s property, or ELPIS have reasonable grounds for suspecting the Client’s insolvency, ELPIS may resort to either of the following:

11.1.1. Demand advance payments for all subsequent deliveries if the Client is entitled to pay its invoices after the delivery of the Goods; or

11.1.2. Cancel or suspend any further deliveries to the Client under any Contract without any obligation on ELPIS part;

12.1. Notwithstanding any other provisions hereof related to termination of the Contract, ELPIS shall be entitled to suspend the fulfilment of its obligations under the Contract if the circumstances show that the Client will not fulfil its contractual obligations. ELPIS may suspend the fulfilment of the Contract at a prior notice to the Client in writing.

13.1. Notwithstanding any provisions to the contrary contained in theses Terms and Conditions or other documents included in the Contract, ELPIS shall not be liable to the Client for any production losses, loss of profit, loss of use, loss of contract and any other consequential or indirect losses.

14.1. The Client undertakes to observe all applicable laws regarding inter alia export control and economic sanctions compliance. The applicable export control regulations and/or economic sanctions depend on the deal and may include instruments issued by the United Nations Organisation, the United States of America, the European Union and/or individual countries or groups of countries.

14.2. The Client may not resell or otherwise dispose of the Goods (whether it is a product or service or any part thereof) to any physical person or legal entity if it may cause a breach of the applicable export control regulations and/or economic sanctions or export licences issued by any competent authority.

14.3. Should ELPIS have a reasonable ground to believe that the Client has failed to observe or intends to infringe the above-mentioned export control laws and regulations, ELPIS may, without prejudice to other rights, suspend the delivery under the Contract at a notice to the Client until the latter is able to provide documentary evidence showing that no infringement has actually occurred or is intended. If the Client fails to provide such evidence within thirty (30) days of receipt of ELPIS notice, the latter shall be entitled to terminate the Contract without any liability to the Client.

14.4. ELPIS may suspend the Contract at any time without any liability to the Client in case of adoption of new economic sanctions and/or export regulations making the performance of the Contract by ELPIS impossible or illegal.

15.1. These Terms and Conditions shall, in all aspects, be regulated, construed and interpreted in accordance with the applicable laws of the Republic of Latvia.

15.2. Any dispute, difference or claim arising out of or relating to this Contract or any breach, termination or nullity thereof, shall be referred to the Citadele Court of Arbitration (Reg. No 40103225786) acting in accordance with its regulations, composed of one arbitrator, in the Latvian language, in a written procedure and on the basis of documents submitted, or by a court of the Republic of Latvia at the choice of ELPIS. If the Client does not submit its explanations to the Court of Arbitration within a specified term, it shall be deemed that the Client agrees with the claims set out in the claim application.

16.1. Within the meaning of the Contract including the General and Special Terms and Conditions, confidential information, i.e. non-disposable to third persons, is any information of confidential nature available to the Client (including the contents of Client’s orders or ELPIS Commercial offer) and any other information designated as ‘Confidential’.

16.2. For non-compliance or improper compliance with the confidentiality rules, the Client shall pay ELPIS a penalty of EUR 5,000 (Five thousand euro) per incident and reimburse all direct losses incurred thereupon within 14 (Fourteen) days after receipt of a reasoned notice of confidentiality breach. Payment of the penalty shall not discharge from the obligations under the Contract.

16.3. The confidentiality rules shall be in force starting from the time when the information referred to in subparagraph 16.1 is made available to the Client until ELPIS notifies that the information is no longer deemed as confidential.

17.1. If the Contract does not stipulate the duration of the Conract, parties agree that the duration of the Conract is indefinite .

*Version 1.1. : Changes to Terms and Conditions: added Clause 17 on 20.10.2020.