GENERAL TERMS AND CONDITIONS

It is the primary objective of UAB Nova Fabrica (“Nova Fabrica” or "Nova Fabrica Ltd." or "UAB Nova Fabrica") to provide Customers with superior products and services with a clear understanding as to the terms and conditions of our business transactions. Accordingly, products furnished and services rendered are sold only on the terms and conditions herein. Not withstanding any terms or conditions on customer’s order, our performance of any contract is expressly made conditional on customer’s agreement to these Terms and Conditions of Sale unless otherwise specifically agreed to in writing by us. In absence of such agreement, commencement of performance and/or delivery shall be for customer’s convenience only and shall not be deemed or construed to be acceptance of customer’s terms and conditions. If a contract is not earlier formed by a mutual agreement in writing, acceptance of any product or service shall be deemed acceptance of the terms and conditions stated herein.

Quotation and Prices

1. All quotations are subject to the terms and conditions stated herein as well as any additional terms and conditions that may appear in our quotation or proposal. In the case of a conflict between the terms and conditions stated herein and those appearing in our quotation or proposal, the terms and conditions in our quotation or proposal shall prevail. Our prices and quotations are subject to the following:
   1. All published prices are subject to change without notice.
   2. Unless otherwise specified in writing, all quotations are firm for, and expire, twenty days after date thereof and constitute offers; provided that, budgetary quotations and estimates are for preliminary information only and shall neither constitute offers, nor impose any responsibility or liability upon us.
   3. All shipments will be billed at prices in effect on the date of acceptance of customer’s order.
   4. Unless otherwise stated in writing, all prices quoted shall be exclusive of transportation, insurance, taxes (including without limitation, any use tax, sales tax or similar tax), license fees, duties and other charges related thereto, and Customer shall report and pay any and all such shipping charges, premiums, taxes, fees, duties and other charges related thereto, and shall hold Nova Fabrica harmless therefrom.
   5. Stenographical, typographical and/or clerical errors are subject to correction.
   6. Prices quoted are for products only and do not include technical data, proprietary rights of any kind, patent rights, qualification, environmental or other than standard tests and other than normal domestic commercial packaging unless expressly agreed to in writing by us.

Terms of Payment

2. Unless credit is granted, purchased via e-commerce website, or otherwise agreed to in writing by Nova Fabrica, payment is due upon delivery. All payments for products released and shipped on approved credit accounts shall be due in full fourteen (14) days from the invoice date, unless otherwise provided. Partial shipments will be billed as made and payments therefore are subject to the above terms.
3. In case of the late payment by the Customer, the Customer shall pay a late payment interest of 0.05% on the unpaid amounts for each day overdue. The payment of the late payment interest does not release the Customer from the obligation to pay for the products and/or services ordered.
4. Payments shall not be withheld for delay in delivery of required documentation unless a separate price is stated therefore, and then only to the extent of the price stated for such undelivered documentation. We may cancel or delay delivery of products in the event customer fails to make prompt payment therefore.
5. Title shall remain in Nova Fabrica until customer has made payment in full in accordance with the terms hereof. Customer shall cooperate fully with us to execute such documents and to accomplish such filings and/or recordings thereof as we may deem necessary for the protection of our interests in the products furnished.
6. In case Nova Fabrica provides the Customer with an Advance Payment Guarantee issued by a bank, the Customer is entitled to present a demand for payment on the basis of such Advance Payment Guarantee only if Nova Fabrica did not fulfil its obligation to deliver products on time and have been past the quoted delivery date by more than two calendar weeks.
7. If the Customer breaches point 6 of these General Terms and Conditions and present a demand for payment on the basis of the Advance Payment Guarantee earlier than it is indicated above, the Customer shall pay a contractual penalty in the amount of ten percent (10%) of the Customer's order value.

Transportation & Risk of Loss

8. Unless otherwise agreed to in writing by Nova Fabrica, all transportation shall be at the expense of customer. We reserve the right to ship products, freight collect and to select the means of transportation and routing. Unless otherwise advised, we may insure to full value of the products or declare full value thereof to the transportation company at the time of delivery and all such freight and insurance costs shall be for customer’s account. Risk of loss or damage shall pass to customer upon delivery of the products to the transportation company at the EXW point. Confiscation or destruction of, or damage to products shall not release, reduce or in any way affect the liability of customer therefore. Notwithstanding any defect or nonconformity, or any other matter, such risk of loss or damage until we have been paid in full therefore, or the products have been returned for whatever reason, to us. Any and all taxes levied on or with respect to products after delivery thereof to the transportation company, including without limitation, taxes levied on or assessed to us by reason of its retention of title, shall be paid by customer. In the event we, in our sole discretion, choose to pay such taxes, then customer shall reimburse us in full upon demand. All products must be inspected upon receipt and claims should be filed with the transportation company when there is evidence of damage, either concealed or external. As used in the clauses appearing herein or attached hereto, “delivery” shall occur when products are delivered at the EXW point, which shall be the point of manufacture or such other place as we shall specify in writing.

Uncollected Goods

9. The Customer warrants that it has full and unencumbered title to any purchased goods (Purchased Goods).
10. In the event that:
    1. Nova Fabrica gives a Notice to Collect to the Customer with respect to Purchased Goods and the Customer fails to collect those goods within the seven (7) day period specified in that notice; and
    2. Nova Fabrica then gives a Notice of Disposal to the Customer with respect to the same goods and the Customer further fails to collect those goods (the “Uncollected Goods”) within the thirty (30) days period specified in that notice; then:
    3. All of the Customer’s right, title and interest in the Uncollected Goods passes to Nova Fabrica;
    4. Nova Fabrica may sell, dispose of or otherwise deal with the Uncollected Goods as it sees fit;
    5. Any deposits, advance payments or progress payments made by the Customer to Nova Fabrica are forfeited by the Customer to Nova Fabrica;
    6. The Customer forever releases Nova Fabrica from any claims, actions, suits or proceedings arising in connection with the Uncollected Goods.
11. The Customer acknowledges that Nova Fabrica relies upon the warranty in clause 9 in exercising its right to sell, dispose or otherwise deal with Uncollected Goods under clause \ref{disposal}. The Customer indemnifies Nova Fabrica for any loss or damage incurred by Nova Fabrica in connection with the Uncollected Goods, including any breach of the warranty in clause 9.
12. In the event of any inconsistency between these terms and conditions and any laws dealing with uncollected goods, these terms and conditions will prevail to the extent permitted by law.
13. The Customer is liable to Nova Fabrica, and the Nova Fabrica may charge to the Customer, the following charges in relation to any Purchased Goods or Uncollected Goods:
    1. A charge of 5.00 EUR per day for storing the Purchased Goods from the date of the expiration of the 7 day period in the Notice to Collect;
    2. An administration charge of 50.00 EUR, or such higher amount as may be reasonable, for each item of Purchased Goods after the expiration of the 7 day period in the Notice to Collect;
    3. Any expenses of Nova Fabrica incidental to the sale or such other disposition of the Uncollected Goods under clause 10.D.
14. The charges under clause 13 are a debt due and payable to Nova Fabrica.
15. Any Purchased Goods or Uncollected Goods stored by Nova Fabrica are at the Customer’s risk.

On-site support

16. Nova Fabrica may provide paid on-site support to customers who have purchased hardware or software from Nova Fabrica. These terms set out clearly the scope of any such on-site support visit by Nova Fabrica engineer or a technician to avoid any misunderstandings during and/or after the visit.
17. Nova Fabrica's on-site support includes exclusively only the services stated here unless otherwise specifically agreed to in writing.
18. Nova Fabrica on-site support service is:
    1. intended for experienced engineers or technologists involved in day-to-day process development activities using the equipment to which Nova Fabrica components were deployed;
    2. strictly limited to the components supplied by Nova Fabrica and includes provision of on-site support to max two members of customer’s technical staff and
    3. includes the following:
       1. Assistance with Nova Fabrica software installation on a Windows PC (subject to customer providing a Windows PC meeting the requirements specified in the relevant data-sheets/brochures).
       2. Advice on connecting sensor and actuator hardware to Inteleg® system using cables supplied by NovaFabrica only.
       3. Advice on correct integration of optical components within customer’s hardware.
       4. Advice on correct integration of actuators (e.g. MFC, power supply) within customer’s hardware.
       5. Inteleg® software usage training and demonstration to up-to two customer’s staff members.
       6. Explanation of the application basics (e.g. reactive sputtering technology).
       7. Demonstration of the Inteleg® product use (e.g. process control, diagnosis) and assistance with conducting trial runs.

Performance

19. We shall not be liable in any way because of any delay in performance hereunder due to unforeseen circumstances or to causes beyond our control, including, without limitation, strike, lockout, riot, war, fire, act of God, accident, failure or breakdown of components necessary to order completion, subcontractor, supplier or customer caused delays, inability to obtain labor, materials or manufacturing facilities, or compliance with any law, regulation or order, whether valid or invalid, or any cognizant governmental body or any instrumentality thereof whether now existing or hereafter created. Performance shall be deemed suspended during and extended for such time as any circumstances or causes delay its execution. Whenever such circumstances or causes have been remedied, we will make and customer shall accept performance hereunder. In addition, our inventories and current production may be allocated so as to comply with applicable Government regulations. In the absence of such regulation, we reserve the right, in our sole discretion, to allocate inventories and current production and substitute suitable materials when, in our opinion, such allocation or substitution is necessary due to any such circumstances or causes. No penalty clause of any kind shall be effective. As used herein, “performance” shall include without limitation, fabrication, shipment, delivery, assembly, installation, testing and warranty repair or replacement, as applicable.

Acceptance

20. Each product furnished by Nova Fabrica shall be deemed accepted by customer unless notice of defect or nonconformity is received within thirty (30) days of delivery thereof. Notwithstanding the foregoing, use of any such product by customer, its agents, employees or licensees, for any purpose after delivery thereof, shall constitute acceptance of the product by customer.

Termination

21. Any order accepted by Nova Fabrica terminated by Customer due to no fault of Nova Fabrica prior to delivery, shall be subject to a termination charge of not less than twenty percent (20%) of the order value to cover costs of processing and order handling. No order for non-standard products or services may be terminated by customer without being subject to above charges. Such terminations are subject to the following conditions: (1) Customer will pay, at applicable contract prices, for all products which are completely manufactured and allocable to customer at the time of our receipt of notice of termination, (2) Customer will pay all costs, direct and indirect, which have been incurred by Nova Fabrica with regard to products which have not been completely manufactured at the time of our receipt of notice of termination, plus a prorated portion of normal profit on the contract, (3) Customer will pay a termination charge on all other products affected by the termination. Our normal accounting practices shall be used to determine costs and other charges. To reduce termination charges, we will divert completed parts, material or work-in-progress from terminated contracts to other customers whenever, in our sole discretion, it is practicable to do so.

Recital Property Not Insured

22. Nova Fabrica cannot assume responsibility for loss or damage from any cause, to customer owned parts or material delivered into the company’s custody for processing. Notwithstanding reasonable handling and security precautions, property deposited with Nova Fabrica for repair or alteration is not insured to the actual cash value thereof by Nova Fabrica against loss occasioned by theft, fire, vandalism or other circumstances beyond control, while such property remains with Nova Fabrica. Owners of such property, particularly high value property, shall carry their own insurance to protect against damage or loss, and shall hold harmless Nova Fabrica in losses resulting therefrom.

Damage & Liability

23. Nova Fabrica liability for damages shall not exceed the amount we actually receive for the product furnished or to be furnished, or service rendered, or to be rendered, as the case may be, which is subject of claim or dispute, and in no event, shall Nova Fabrica be liable for incidental, consequential or special damages. This clause is not applicable in case damages occur due to Nova Fabrica’s intentional acts or gross negligence.

Applicable law and dispute resolution

24. All contracts for the sale of products, to which these General Terms and Conditions apply, shall be construed under and governed by the laws of the Republic of Lithuania.
25. All the disputes arising out of contracts for the sale of products, to which these General Terms and Conditions apply, or related hereto, shall be settled in good faith by consultations and negotiations. Having failed to reach an agreement within 30 (thirty) calendar days calculating from the day a written claim was submitted by a party to the other party, all disputes shall, according to the competence, be finally settled by the Lithuanian court of the domicile of Nova Fabrica.