AGREEMENT No.

This agreement (hereinafter referred to as the Agreement) was concluded on 2020-04-20, by:

UAB “Gelgotos transportas”, registered in the Republic of Lithuania, legal entity code 300016057, the registered office address Aleksandravo k., LT-68100, Marijampolės municipality, Republic of Lithuania (hereinafter referred to as the Company), represented by the director , acting in accordance of the Company’s Articles of Association,
and
, a limited liability company registered in the , legal entity code , the registered office address (hereinafter referred to as the Customer), represented by the director ,acting in accordance of the Customer’s Articles of Association,
The Company and the Customer are hereinafter collectively referred to as the Parties, and individually - as the Parties.

SINCE:

(A)The Company is the operator and manager of the website www.exleasingcar.com (hereinafter referred to as the Website), which contains the information on second-hand vehicles and which operates as a platform where these vehicles can be purchased by auction;
(B)the Company’s activities through the Website are focused on business to business model, therefore only business entities can use the Website as the platform to purchase second-hand vehicles;
(C)the Customer shall have the right to purchase a vehicle (vehicles) using the Website as the platform to purchase second-hand vehicles by auction exclusively for business purposes and not for personal and/or family needs;

THE PARTIES ENTERED INTO THIS AGREEMENT, to determine the conditions and procedures of the Customer’s participation in auctions, the information on which is provided in the Website, as well as the responsibility of the Parties in case of breach of this Agreement.

1. DEFINITIONS

• 1.1. In this Agreement, including its preamble, the capitalized concepts shall have the following meanings, unless a different meaning is suggested by the context:
  • 1.1.1. Parking lot – the car parking lot owned by the Company, situated at the address , Marijampolė, Republic of Lithuania, or any other car parking lot specified in the Purchase Approval Form / Preliminary Invoice, where the Customer can withdraw the purchased Vehicles at the working hours of the Parking lot.
  • 1.1.2. Company has the meaning specified in the preamble of the Agreement.
  • 1.1.3. Website – the website www.exleasingcar.com, managed by the Company, operating as the platform to purchase second-hand Vehicles by auction, by providing the information on second-hand Vehicles being potentially on sale in several auctions at the same time and by giving the customer technical opportunities to participate in the auctions on the Website.
  • 1.1.4. Final price – the highest price for the Vehicle offered by the Customer in the auction, as well as the VAT, if it is due, customs fees, if applicable to the acquisition of a specific Vehicle, Auction fee, if applicable, Vehicle transportation costs and payment for additional services provided to the Customer.
  • 1.1.5. Customer has the meaning specified in the preamble of the Agreement.
  • 1.1.6. Transfer – the transfer of the Vehicle to the Customer or to his authorised third party in the Parking lot by signing the Vehicle Acceptance-Transfer Act. At the transfer, the Customer takes the possession of the Vehicle and the risk of accidental loss and / or damage of the Vehicle.
  • 1.1.7. Purchase Approval Form / Preliminary Invoice – form (preliminary invoice), which is provided to the Customer in his account on the Website after the Customer is confirmed as the auction winner of a particular Vehicle, by indicating the price of the purchased Vehicle, its transportation costs, conditions related to the acquisition of a particular Vehicle. In case of any discrepancies and / or inconsistencies between this Agreement and the Purchase Approval Form / Preliminary Invoice, in all cases the provisions of the Purchase Approval Form / Preliminary Invoice shall apply.
  • 1.1.8. Claims handling procedure – a document establishing the procedure of handling claims provided by the Customer regarding defects of Vehicles purchased on the basis of this Agreement, claim submission deadlines and other conditions.
  • 1.1.9. VAT – value added tax, calculated in accordance with the legislation of the Republic of Lithuania or of the relevant EU Member State.
  • 1.1.10. Vehicle – second-hand vehicle, the information on which is given in the Website and which can be purchased by auction using the Website. The Website provides information on the Vehicle and its condition provided by its owner, however, the Company, acting as an indirect mediator between the Vehicle owner and the Customer, has not checked the Vehicle, has not inspected and evaluated the correctness of the information provided by the Vehicle owner.

• 1.2. In this Agreement, unless the context requires otherwise:
  • 1.2.1. the headings are for convenience only and shall not affect the purpose of the unanimous interpretation of the Agreement;
  • 1.2.2. singular shall be interpreted as including the plural and vice versa;
  • 1.2.3. a reference to a document includes any additions, corrections, novation or changes of such document, except for additions, corrections, novation or changes made in breach of this Agreement;
  • 1.2.4. a reference to the party of any document includes any legitimate successor of such party.

2. SUBJECT OF THE AGREEMENT

• 2.1. The Company provides the Customer with technical opportunities to participate in auctions for Vehicles, the information on which is given in the Website, and the Customer undertakes to comply with the conditions and procedures specified in this Agreement, inter alia properly and timely settle with the Company according to this Agreement.
• 2.2. This Agreement sets out general rules for participation in the auction. Special conditions (Vehicle price, payment arrangements, etc.) are provided in the Purchase Approval Form / Preliminary Invoice.
• 2.3. In cases where the provisions of this Agreement contradict the provisions enshrined in the Purchase Approval Form / Preliminary Invoice, the Parties shall follow the provisions of the Purchase Approval Form / Preliminary Invoice.

3. PARTICIPATION IN THE AUCTION

• 3.1. The Company shall have the right to require that, after signing this Agreement, the Customer would transfer a deposit payment to the Company’s bank account, which would secure the fulfilment of the Customer’s obligations under this Agreement. In this case, the Customer is allowed to access the auctions on the Website only after transferring the deposit payment to the Company. If the Company agrees, the deposit payment can be used to settle with the Company for the Vehicle purchased by the Customer.
• 3.2. If the deposit was paid, it shall be returned after the termination of this Agreement, deducting any and all amounts to be paid by the Customer to the Company under this Agreement, or it shall be returned at any time upon the Customer’s request, deducting any and all amounts to be paid by the Customer to the Company under this Agreement. In this case, if the deposit payment was returned to the Customer and the Customer wishes to participate in the Company’s auctions, the Company shall have the right to request, and the Customer is obliged to re-transfer the required deposit payment to the Company’s bank account.
• 3.3. The Customer participates in auctions and proposes prices for the selected Vehicles being connected to the Customer’s account on the Website.
• 3.4. The Parties agree that the prices offered by the Customer in auctions are exclusive of VAT, i. e. if the Customer wins the auction, VAT will be additionally indicated in the VAT invoice, if applicable.
• 3.5. The Customer can get acquainted with the details of the proposed Vehicles on the Website, and in case of any questions and / or concerns, the Customer is entitled to address the Company at the contact details specified on the Website.
• 3.6. Auctions are held on the Website at a specified time. All and any information on the type and time of the auction, price offerings and adjustments is available on the Website.
• 3.7. The Customer participates in auctions and proposes prices for the selected Vehicles until the end of the auction indicated on the Website. Proposals at the end of the auction are not accepted.
• 3.8. The auction time can be changed at the discretion of the Company until it ends. All price proposals submitted by the Customer remain in effect until the time change of the auction.
• 3.9. At the end of the auction, all price proposals submitted by the Customer are final, valid and irrevocable until the final decision of the Vehicle owner on the winner of the auction for the Vehicle.

4. AUCTION WINNING. VEHICLE TRANSFER

• 4.1. Vehicles are potentially simultaneously offered to purchase in more than one auction, thus not only in the auctions held on the Website. Therefore, at the end of the auction, the Company shall transmit the information on the price proposals to the Vehicle owner, who makes the final decision on the winner of the auction for the Vehicle.
• 4.2. The Parties agree that the Customer who proposed the highest price in the auction may not be recognized as the winner of this auction.
• 4.3. At the end of the auction for the Vehicle, where the price proposal submitted by the Customer was approved by the Vehicle owner, the Customer is recognized as the winner of the auction and is informed by e-mail or in the Customer’s account on the Website. In cases where the Customer has not proposed the highest price in the auction and / or he is not recognized as the winner of the auction, the Customer is not individually informed about the end of the auction and / or about its winner.
• 4.4. After informing about winnings the auction for the Vehicle, the Customer is provided with the Purchase Approval Form / Preliminary Invoice in his account on the Website and from the moment of providing it to the Customer’s account on the Website it becomes binding to the Customer.
• 4.5. The Parties agree that the Company shall arrange the arrival of the Vehicle purchased by the Customer to the Parking lot, unless the Parties agree otherwise in writing.
• 4.6. After the Vehicle is delivered to the Parking lot, the Company shall inform the Customer by providing the relevant notification to the Customer’s account on the Website.
• 4.7. The Customer undertakes to withdraw the purchased Vehicle from the Parking lot no later than within 14 days from the Company’s notice.
• 4.8. The Vehicle is considered to be adequately transferred to the Customer after its withdrawal at the Parking lot by signing the Vehicle Acceptance-Transfer Act.
• 4.9. At the time of withdrawal of the Vehicle, the Customer shall be given all and any documentation related to the Vehicle.
• 4.10. At the transfer, the Customer takes the possession of the Vehicle and the risk of accidental loss and / or damage of the Vehicle.
• 4.11. The Parties agree that the Vehicle will be transferred to the Customer only after the Customer appropriately settles with the Company for the Vehicle, i. e. pays the total final price to the Company. If the Customer fails to properly settle with the Company, the Vehicle shall be retained until the Customer properly settles with the Company.
• 4.12. The Customer shall register the Vehicle at his own expense on his behalf or on behalf of third parties.
• 4.13. In cases where the VAT invoice is calculated and issued for 0 percent VAT, depending on the conditions of supply / removal the Customer undertakes to export the Vehicle within 30 (thirty) days from the moment of Transfer either to any other Member State of the European Union or from the territory of the European Community respectively and to provide the Company with the documentation supporting the legitimacy of the 0 percent VAT rate.

5. FINAL PRICE. SETTLEMENT PROCEDURES

• 5.1. If the Customer wins the auction for the Vehicle, the price of the Vehicle and its transportation costs shall be included in the Purchase Approval Form / Preliminary Invoice.
• 5.2. The Customer undertakes not later than within 5 (five) calendar days after providing the Purchase Approval Form / Preliminary Invoice to the Customer’s account to pay the amount specified in the Purchase Approval Form / Preliminary Invoice by transferring the total amount of money to the Company’s bank account or by paying in cash.
• 5.3. The final price is specified in the VAT invoice, which is given to the Customer on the day of withdrawal of the Vehicle from the Parking lot (at Transfer).
• 5.4. The final price must be paid in full prior to the withdrawal of the Vehicle (prior to Transfer).

6. TRANSFER OF OWNERSHIP

• 6.1. The ownership right to the purchased Vehicle and all related economic and moral rights shall pass to the Customer from the moment of Transfer.

7. VEHICLE CONDITION

• 7.1. The Website contains the information on the second-hand Vehicles on sale.
• 7.2. The Website contains all information on Vehicles and their technical condition provided by Vehicle owners.
• 7.3. Information on the condition of Vehicles and their defects may be provided on the Website by using abbreviations of words and concepts without separate explanation of their meanings. These abbreviations can be provided in English and / or in any other foreign language. The Parties agree that the Customer shall find out the meaning of these abbreviations on his own and to translate it into his own language, if necessary. If the Customer fails to do it, he shall assume all the associated risks. The Customer shall have the right to address the Company at the contact details specified on the Website regarding abbreviations, Vehicle characteristics and terminology.
• 7.4. When withdrawing the purchased Vehicle (until the Transfer), the Customer is obliged to attentively inspect and assess the technical condition of the Vehicle, to find out whether there are any defects in the Vehicle, to compare the technical condition of the Vehicle with its description on the Website.

8. REPRESENTATIONS AND WARRANTIES OF THE PARTIES

• 8.1. The Company represents and warrants to the Customer the following:
  • 8.1.1. The Company will provide the Customer with all its known information related to the Vehicles requested by the Customer, it will put every effort to eliminate any uncertainties of the Customer.
  • 8.1.2. The Company is not the Vehicle owner, however, after the legitimate Vehicle owner confirms the highest price proposed by the Customer and acknowledges the Customer as the auction winner, the Company undertakes to immediately purchase the Vehicles won by the Customer from its legitimate owner and to transfer this Vehicle to the Customer in accordance with the terms and conditions of this Agreement.
  • 8.1.3. The Company’s activities through the Website are intended exclusively for business to business model.
• 8.2. The Customer represents and warrants to the Company the following:
  • 8.2.1. The Customer understands that the Company acts as an indirect mediator between the Vehicle owner and the Customer.
  • 8.2.2. The Customer does not intend to purchase Vehicles in the Website for his personal, family or household needs.
  • 8.2.3. The Customer is duly aware of the condition of Vehicles, for which he proposes or intends to propose prices in the auction, he has no claims regarding their condition, the information presented on the Website on the Vehicle he intends to purchase is clear to him.
  • 8.2.4. The Customer understands that the information on the Website on Vehicles may be presented in foreign language and / or using certain abbreviations. The Customer assumes the obligation to find our and translate this information into his language, if necessary.
  • 8.2.5. The Customer understands that Vehicles are not new, i. e. they are used, and their condition cannot and should not be the same as it would be if the sold Vehicles were new.
  • 8.2.6. The Customer understands that Vehicles could have been used for a variety of purposes, including without limitation commercial purposes, in different situations, which the Company is not and cannot be aware of, accordingly the Company is not and cannot be aware of the actual condition of Vehicles.
  • 8.2.7. The Customer understands and agrees that the Website contains only as much and only such information as the Vehicle owner provides, thus in some cases the Vehicle condition and possible defects may not be specified at all, and only, for instance, photos may be presented.
  • 8.2.8. The Customer understands and has no claims for the fact that by presenting on the Website the information on the Vehicle and on its technical condition provided by the Vehicle owner, the Company does not check the correctness of this information and the technical condition of the Vehicle, does not inspect and assess the Vehicle.
  • 8.2.9. The Customer understands that price proposals must be submitted in the auction after the proper assessment of all the information on the sold second-hand Vehicle provided by the Vehicle owner and published by the Company, as well as the possible deterioration of the sold Vehicle and its individual parts, taking into account the mileage of the Vehicle, the date of first registration, the information on the technical condition of the Vehicle and other circumstances, otherwise the Customer assumes the entire risk for unreasonably high price proposals.
  • 8.2.10. The Customer understands that in case of any uncertainties regarding Vehicles, the presented information or the lack of information about them, the Customer may address the Company until the end of the relevant auction for the Vehicle.
  • 8.2.11. The Customer understands that even if he proposes the highest price, he may not be recognized as the winner of the auction for the Vehicle.
  • 8.2.12. The Customer understands that if he is recognized as the winner of the auction, in accordance with the terms and conditions of this Agreement the Customer is obliged to pay not only the price proposed in the auction but also VAT, if applicable, other fees to be paid to the Company, to cover the transportation costs and to pay the Company for any other services provided to the Customer, if any were agreed upon (i. e. to pay the total Final price).
  • 8.2.13. The Customer understands that if he fails to bring a claim against the Company regarding the Vehicle within 24 (twenty four) hours from Transfer and / or if he fails to submit the estimate of the elimination of deficiencies as indicated in paragraph 9.5 herein, he shall lose his right to bring claims against the Company for the Vehicle.
  • 8.2.14. The Customer understands and agrees that the Company will not consider the Customer’s claims related to the technical condition of the purchased Vehicle in cases referred to in paragraph 9.2 herein.
  • 8.2.15. The Customer understands that if the Company acknowledges the Customer’s claims regarding the purchased Vehicle as reasonable, the elimination of deficiencies will not be compensated at the prices of new parts.
• 8.3. Each Party represents and warrants to the other Party the following:
  • 8.3.1. Each Party has the absolute and unfettered right, authority and competence to enter into and perform this Agreement and all persons signing / concluding any documents related to the Agreement or its performance will be entitled and adequately authorized to sign / conclude such documents; in case of transfer of rights and obligations under this Agreement, each Party will ensure that the successor of rights and obligations will be duly aware of the provisions of this Agreement and will be committed to their proper implementation; this Agreement creates obligations applicable and legally binding to that Party and they can be forcibly implemented in respect of that Party under the terms and conditions of this Agreement.
  • 8.3.2. Neither this Agreement, nor the implementation of its terms and conditions contradict or prejudice (a) the Party’s mandatory performance of any decision, prohibition, decree or order conditions, requirements and regulations of the court, government or local authorities; (b) contract, license, commitment or permit conditions, requirements and regulations applicable to that Party; (c) legal requirements, terms and conditions applicable to that Party.
  • 8.3.3. Each of the Parties expressly agrees with all the terms and conditions of the Agreement, and by mutual and free agreement between the Parties, in their relations the conditions of the Agreement will not be treated as unexpected (surprising); at the time of conclusion of the Agreement, its terms does not unreasonably provide any of the Parties with undue advantage, and they fully meet the interests of the Parties, the fair business practice of the Parties and their freely expressed will; in addition, the contracting Parties are independent of each other, they do not have economic difficulties or immediate needs, they are not economically weak or uninformed, inexperienced, and at the time of conclusion of the Agreement they are not acting inadvertently and have the necessary experience in negotiation.
  • 8.3.4. The Parties will put their best efforts to implement the Agreement, i. e. if necessary, each Party will have to take such efforts that a reasonable person would have taken under the same circumstances.
  • 8.3.5. All representations and warranties presented by one Party to the other Party in this Agreement and / or during the performance of this Agreement are true and correct at the day of such representations and warranties and will remain in force during the Agreement period; moreover, they do not / will not contain any missing or withheld information, for which such representation or warranty would become false or misleading.

9. CLAIMS FOR VEHICLES

• 9.1. The Customer is obliged to bring all and any claims for the Vehicle not later than within 24 (twenty four) hours from Transfer by submitting the duly completed claim form to the Company and detailing the Vehicle and its deficiencies for which the claim is brought, and in compliance with all other provisions established in the Claim handling procedure available on the Website.
• 9.2. The Company shall not consider claims for defects:
  • 9.2.1. which were specified on the Website; or
  • 9.2.2. which are typical to second-hand Vehicles and are associated with normal wear and tear; or
  • 9.2.3. which do not prevent the Vehicle from being used for the purpose for which it is normally intended to be used. It is considered that if the Vehicle has a valid compulsory roadworthiness test or meets the technical requirements, the Vehicle can be used for its intended purpose; or
  • 9.2.4. which are considered to be of little importance, i. e. when the loss for each defect does not exceed 100 EUR and the total amount of loss is less than 250 EUR; or
  • 9.2.5. about which the Customer notified the Company after the period for claims referred to in paragraph 9.1 herein; or
  • 9.2.6. for which the claim meeting the requirements of paragraph 9.1 herein was not brought to the Company; or
  • 9.2.7. if after Transfer any Vehicle repairs, painting, cleaning work or any other work were carried out, which according to the Company could interfere to identify and assess the condition of the Vehicle or its individual parts, which had existed at the time of Transfer; or
  • 9.2.8. if they are included in the sample list of defects presented in the Claim handling procedure, for which in all cases claims are not considered and satisfied.
• 9.3. When bringing and considering claims, in all cases it must be taken into account that Vehicles are used, accordingly all and any parts of Vehicles are not new, they are subject to deterioration, taking into account the mileage of the Vehicle, the date of first registration, technical characteristics and other relevant circumstances.
• 9.4. The Parties agree that if the Customer’s claim meets the requirements specified in this Agreement and the Company acknowledges the Customer’s claim for the purchased Vehicle as reasonable, the elimination of defects will be compensated for the Customer in second-hand parts, if possible, or the amount of compensation will be accordingly reduced.
• 9.5. Upon the Company’s request, the Customer, who has brought the claim for the Vehicle against the Company, is obliged not later than within 2 (two) working days to submit the detailed estimate of the elimination of defects specified in the claim issued by the car service authorized by the manufacturer.
• 9.6. If the Company does not accept the estimate of the elimination of Vehicle defects submitted by the Customer, the Company shall be entitled to request to submit another estimate of the elimination of defects approved by the car service authorized by the Company.
• 9.7. If the Company does not accept the estimate of the elimination of Vehicle defects submitted by the Customer, when the Customer’s claim meets the requirements specified in this Agreement and the Company has acknowledged the Customer’s claim as reasonable, the Company shall have the right:
  • 9.7.1. to eliminate Vehicle defects which it has acknowledged as reasonable and removable on its own; or
  • 9.7.2. to pay smaller compensation for the elimination of Vehicle defects according to the estimate issued by the car service selected by the Company.

10. RESPONSIBILITY

• 10.1. If the Customer fails to properly and timely pay the Final price or any other payment to the Company under this Agreement, the Customer shall pay the Company 0,02 percent of interest on the outstanding amount for each day or delay.
• 10.2. If the Customer fails to properly and timely pay the Final price or any other payment to the Company for more than 5 (five) calendar days, the Customer shall pay the Company 0,08 percent of interest on the outstanding amount for each day or delay starting from the 6th (sixth) day.
• 10.3. If the Customer delays to withdraw the Vehicle (is in breach of paragraph 4.7 herein), the Customer shall pay the Company a fee of EUR 5 (five euros) for each day of storage of the Vehicle between 15 (fifteenth) and 30 (thirty) days. From the 31st (thirty-first) day of storage, the Customer shall pay to the Company a fee of EUR 20 (twenty euro) for each Vehicle Storage Day.
• 10.4. If the Customer breaches the condition referred to in paragraph 4.13 herein, i. e. within the established period of time depending on the conditions of supply / removal the Customer fails to export the Vehicle either to any other Member State of the European Union or from the territory of the European Community respectively and fails to provide the Company with the documentation supporting the legitimacy of the 0 percent VAT rate, the Customer is obliged not later than within 7 (seven) calendar days from the Company’s request to pay the fine of 21 (twenty one) percent calculated on the amount referred to in VAT invoice (Final price).
• 10.5. If the Customer violates any representations and warranties which he has given to the Company, the Customer undertakes to indemnify the consequential losses incurred by the Company, including indirect ones.
• 10.6. If the Customer takes advantage of the opportunity established in paragraph 14.2 herein, the Customer remains jointly and severally liable under this Agreement together with the third person to whom the rights and obligations have been transferred.
• 10.7. The Parties agree that the Company will cover only the direct losses incurred by the Customer under this Agreement resulting due to the Company’s fault, and not more than 20 (twenty) percent of the Vehicle price.

11. CONFIDENTIALITY. SECURITY OF CONNECTION DATA

• 11.1. The terms and conditions of the Agreement as well as the information obtained during the implementation of the Agreement shall be confidential and shall not be published without the consent of the other Party, with the exception of cases established in laws of the Republic of Lithuania.
• 11.2. The Customer, who received the connection data to the Website, shall have no right to disclosure and / or transfer them to third persons without the written consent of the Company.
• 11.3. In all cases the Customer shall be responsible for all price proposals submitted on the Website from his account as for his own price proposals; all price proposals submitted from the Customer’s account shall be binding to the Customer.
• 11.4. Without limitation to paragraph 11.3 herein, if the Customer loses or suspects that third persons could have found out the Customer’s connection data to the Website, the Customer is obliged to immediately notify the Company about it.

12. VALIDITY AND AMENDMENT OF THE AGREEMENT

• 12.1. The Agreement shall be considered concluded and shall enter into force from the moment the Customer electronically confirms on the Website that he has acquainted with the Agreement and agrees to comply with its terms and conditions. The Customer’s approval on the Website that he has acquainted with the Agreement and agrees to comply with its terms and conditions shall have the same legal force as the Agreement signed and stamped (if applicable) by the Customer or his authorized person.
• 12.2. This Agreement shall supersede any and all prior agreements between the Company and the Customer related to the participation in auctions for Vehicles. If, on the date of conclusion of this Agreement, a valid agreement exists between the Parties, which entitles the Customer to participate in auction for Vehicles held on the old version of the Website, such an agreement shall remain in force as long as the old version of the Website is available and active, and shall apply to the relationship between the Parties arising from the use of the old version of the Website. The Company shall inform about the date of closing the old version of the Website on the Website, and the aforementioned agreement shall terminate from the date of closing the old version of the Website.
• 12.3. The Agreement is for an indefinite period and is applicable to all relationships between the Customer and the Company concerning the Customer’s participation in auctions on the Website, except for the old version of the Website, as provided for in paragraph 12.2 herein (if applicable).
• 12.4. The Agreement may be amended by mutual agreement between the Parties or by a unilateral initiative of the Company, by informing the Customer about the amendments of the Agreement at least 30 (thirty) days prior to the proposed effective date. If the Customer does not agree with amendments, paragraph 13.8 shall apply.
• 12.5. Amendments of the Agreement shall be concluded by electronic means in the same way as applies to the conclusion of the Agreement.

13. TERMINATION. DEACTIVATION OF THE CUSTOMER’S ACCOUNT

• 13.1. The Agreement may be terminated by mutual agreement between the Parties.
• 13.2. The Agreement may be unilaterally terminated by either Party without addressing the court by informing the other Party about the termination not later than 1 (one) month in advance without specifying the reasons of termination to the other Party.
• 13.3. The Company shall also be entitled to unilaterally terminate the Agreement without addressing the court by notifying the Customer 10 (ten) calendar days in advance provided that:
  • 13.3.1. The Customer fails to fulfil / improperly fulfils his obligations to the Company, including the Customer’s obligations established in this Agreement, Website Rules of Use or the Privacy Policy; or
  • 13.3.2. The Customer does not participate in auctions on the Website (does not propose prices)for more than 1 (one) year; or
  • 13.3.3. it turns out that the Customer representations and warranties given to the Company are unrealistic; or
  • 13.3.4. in other cases provided for in this Agreement.
• 13.4. If the Customer is late to finally and properly pay the total Final price and / or to withdraw the acquired Vehicle for more than 10 (ten) days, the Company shall be entitled to unilaterally refuse to execute this Agreement in respect of the relevant Vehicle and / or to terminate this Agreement without addressing the court by notifying the Customer 10 (ten) calendar days in advance. In this case the Customer is obliged to pay the Company a fine of 20 (twenty) percent of the Final price but not less than EUR 500 (five hundred euros), which is considered to be the minimal loss incurred by the Company and which the Company does not need to prove. This fine is included in the amount to be paid by the Customer to the Company under this Agreement and to be returned by the Company, and if the amount paid by the Customer to the Company is lower than the amount of a fine stipulated herein, the Customer is obliged to pay the difference to the Company not later than within 5 (five) days from the moment the Company informed the Customer about the refusal to execute this Agreement in respect of the relevant Vehicle and / or about the termination of this Agreement. If in this case the Company terminates the Agreement, the Company shall have the right to transfer the Vehicle for which it has not been properly paid and / or which has not been timely withdrawn, to any third party.
• 13.5. The Customer shall have the right to unilaterally terminate the Agreement by giving a written notice to the Company 10 (ten) calendar days in advance, if the Company fails to fulfil / improperly fulfils its obligations assumed under this Agreement.
• 13.6. The termination of the Agreement shall not relieve the Parties from the obligation to duly settle under this Agreement and / or under the Purchase Approval Forms / Preliminary Invoices existing at the time of termination of the Agreement.
• 13.7. The Parties agree that the Company shall have the right to deactivate the Customer’s account on the Website, if the Customer:
  • 13.7.1. within the last three (3) months has not purchased any Vehicles using the information available on the Website on auctions for Vehicles; or
  • 13.7.2. breached any of his obligations to the Company, including obligations under this Agreement, Website Rules of Use and / or the Privacy Policy; or
  • 13.7.3. in other cases stipulated in this Agreement and / or Website Rules of Use.kitais šios Sutartyje ir / ar Interneto svetainės Naudojimosi taisyklėse numatytais atvejais.
• 13.8. If until the effective date of the Agreement amendment proposed by the Company the Customer does not agree with the Agreement amendments proposed by the Company in accordance with paragraph 12.4 herein (i. e. if the Customer fails to electronically approve on the Website that he has acquainted with the Agreement amendments and agrees to comply with them), the Company shall have the right to suspend the Customer’s access to the auctions on the Website or to deactivate the Customer’s account on the Website, or to unilaterally terminate the Agreement without addressing the court by informing the Customer about the termination not later than 15 (fifteen) days in advance.
• 13.9. If the Company decides to deactivate the Customer’s account on the Website, the Company shall inform the Customer by e-mail or in his account on the Website. If the Customer is willing to re-activate his account on the Website, he shall have the right to apply to the Company by e-mail registration@exleasingcar.com.

14. TRANSFER OF RIGHT AND OBLIGATIONS

• 14.1. The Customer shall have no right to transfer his rights and obligations arising from this Agreement without a separate consent of the Company, except for the cases referred to in paragraph 14.2 herein.
• 14.2. Before the Transfer, the Customer shall be entitled to assign his rights and obligations related to a particular Vehicle, its transfer, the transition of ownership and the settlement for it to a third party. The Customer shall inform the Company about such assignment of rights and obligations in his account by filling and confirming the Act on Transfer of Rights and Obligations on the Website. When the Customer fills and confirms the Act on Transfer of Rights and Obligations, it shall be considered accepted by both Parties and Party binding. In this case, the third party specified by the Customer assumes all the rights and obligations associated with a particular Vehicle, including the rights and obligations under this Agreement and the Purchase Approval Form / Preliminary Invoice of the relevant Vehicle.
• 14.3. The Company shall have the right to transfer its rights and obligations arising from this Agreement at its own discretion without a separate consent of the Customer.

15. FINAL PROVISIONS

• 15.1. All notices and other communications under this Agreement are provided electronically on the Website or sent by e-mail or at the respective addresses of the Parties. The notification given to one Party by another on the Website in the Customer’s account shall have the same legal value as the notification signed and stamped (if applicable) by the Party or its authorized person.
• 15.2. This Agreement is subject to the law of the Republic of Lithuania.
• 15.3. All disputes, controversies or claims arising from this Agreement or related to it, its violation, termination or invalidity shall be resolved by negotiation. If the Parties fail to resolve disputes, controversies or claims by negotiations, they shall be dealt with in accordance with the law of the Republic of Lithuania in Marijampolė District Court or Kaunas Regional Court, depending on the amount of the claim.

CONFIRMING THE FOREGOING, The Parties entered into this Agreement on the date specified above.

Company details:	Customer details:
UAB „Gelgotos transportas“
Gėlyno g. 10, Marijampolė
A. s. Nr.: LT617181800036467411	Tel:
Bank: AB Šiaulių bankas,	Fax:
Bank code: 71800	E-mail:
Tel: +370 343 70236
Fax: +370 343 99034
E-mail: info@exleasingcar.com