Article 1. Terms and Definitions:
1.1. ‘Customer’ shall mean UAB Vilkritis, registered as the following address: Granito g. 7, LT-02241 Vilnius; company identification number: 124852557; VAT payer number: LT248525515.
1.2. ‘General Rules’ or ‘Rules’ shall mean these General Rules for the Use of Transport Services of UAB Vilkritis, which constitute a part of the agreement on transport services between the Parties.
1.3. ‘Parties’ shall mean the Customer and the Carrier, who have confirmed the Special Terms.
1.4. ‘Special Terms’ shall mean the application order for the transport of the Cargo confirmed by the Customer and the Carrier, with the Rules constituting an integral part whereof.
1.5. ‘Carrier’ shall mean the economic entity who has committed to provide a transport service to the Customer and/or is providing such a service, who has confirmed the Special Terms.
1.6. ‘Contract for Carriage’ shall mean the Rules and the Special Terms confirmed by the Parties, which jointly constitute an agreement on transport services between the Carrier and the Customer.
1.7. ‘Downtime’ shall mean the free loading/unloading time exceeded at the loading and unloading sites: 1 (one) working day from the moment of arrival of the vehicle to the loading/unloading site in EU states and 2 (two) working days from the moment of arrival of the vehicle to the loading/unloading site outside EU, unless otherwise specified in the Special Terms. Downtime shall be counted provided that the Carrier has supplied a vehicle for loading at the time specified in the Special Terms or arrived to the place of delivery on time, the cargo has been delivered without damage or shortage, all the documents accompanying the cargo have been transferred to the Carrier, and other terms and conditions of the contract for carriage have been complied with. Weekends and holidays shall not be included in downtime.
1.8. ‘Website’ shall mean the Customer’s website www.vilkritis.com.

Article 2. General Provisions
2.1. The Rules define relations between the Parties arising when the Customer uses the services of the Carrier and establish the general terms of the use of transport services.
2.2. The Rules shall be effective to the extent that they do not contradict the Special Terms.
2.3. The Rules in effect shall be published on the Website and provided to the Carrier, with the Special Terms to be discussed and/or signed/confirmed.
2.4. It is the responsibility of the Carrier to familiarise himself/herself with the text of the Rules.

Article 3. Subject Matter of the Contract
3.1. The Customer shall order, in accordance with the Special Terms, a service for the transport of a specific cargo from the place specified in the Special Terms to the destination specified in the Special Terms, and the Carrier shall undertake to transport the cargo and to transfer it to the person authorised to accept the cargo as specified by the Customer (specified in the Special Terms).
3.2. The Customer shall undertake to pay for the transport of the cargo the fee specified in the Special Part, taking into account the specifics of settlement discussed in the Special Terms.
3.3. The General Terms shall be applicable both to a Carrier who systematically provides transport services and to a Carrier who has signed one-time Special Terms.

Article 4. Progress of Carriage
4.1. The scope, composition of the cargo and character of transport shall be specified in the Special Terms and in way-bills prepared separately for each batch of the cargo.
4.2. The Special Terms shall be considered as have been accepted by the Carrier without any separate confirmation either verbally or in writing and the Contract for Carriage shall be considered as have been concluded in writing if the Carrier supplies a vehicle for the loading of the cargo offered by the Customer. The Contract for Carriage shall be considered as have been concluded also without placing a written order but when agreement on services for the transport of the cargo has been reached in a different form (verbally, by means of electronic communication, etc.).
4.3. The Special Terms shall enter into effect from the moment of their presentation to the Carrier, except for cases when the Carrier, having received an order, informs in writing within 1 working hour that he would not supply a vehicle for loading.
4.4. Any modifications to the Special Terms that are not confirmed by both parties to the Contract in writing shall be invalid. If the Carrier has modified, deleted or supplemented the Special Terms but the Customer has not confirmed the changes in writing and the Carrier has supplied a vehicle for loading, it shall be considered that the Special Terms have entered into effect without the modifications, deletions and supplementations and the changes made by the Carrier have no significance for the execution of the order. Therefore, if the Carrier disagrees with those terms or with the text of the order, he must inform the Customer within 1 working hour from the placement of the order that he will not supply a vehicle for loading.
4.5. The Carrier must manage his risk so as to have insured his civil liability to the Customer and the cargo being carried.
4.6. The Customer shall provide the Carrier with documents and other information about the properties of the cargo, its carriage conditions, and other necessary information to enable the Carrier to properly fulfil his obligations.
4.7. The supply of the cargo (batch) to the place (point) of dispatch (loading) of the cargo shall be performed by the consignor using his own forces, at his own expense, and means, unless otherwise specified in the Special Terms.
4.8. The loading of the cargo onto the vehicles of the Carrier shall be performed by the consignor in accordance with the requirements and rules established for that type of transport, unless otherwise specified in the Special Terms.
4.9. The packaging of the cargo shall ensure the protection of the cargo during carriage. The Carrier shall have the right to accept for transport only packaged cargoes, unless otherwise specified in the Special Terms.
4.10. Boxes and containers may be sealed using the seals of the consignor or manufacturer. The seals must be clear and remarkable and have eligible numbers. The numbers of the seals shall be entered by the Carrier in the way-bill documents to be transferred to the Customer and shall also be marked in other shipping documents.
4.11. The cargo shall be fastened taking into account the instructions of the manufacturer/shipper.

Article 5. Responsibilities of the Carrier and the Customer
5.1. The provision of correct information in the Special Terms shall be responsibility of both the Carrier and the Customer:
5.1.1. The Carrier shall be responsible for the correctness of the information provided to the Customer for the collection of a specific cargo that concerns the owner of the vehicle (company), state registration plates, details of the driver, etc. The Carrier shall not have the right to unilaterally change the vehicle specified in the Special Terms or otherwise deviate from the execution of the terms and conditions of the Contract. The Carrier shall assume responsibility for penalties and other losses relating to incorrectly provided information and shall compensate them to the Customer.
5.1.2. The Customer shall be responsible for the correct provision information to the Carrier in respect of the loading of a specific cargo: address, loading number and/or cargo code according to the customs classifier, etc. in order to enable the Carrier to load the cargo without hindrance. The Customer shall assume responsibility for penalties and other losses relating to the Customer’s information incorrectly provided to the Carrier.
5.2. The Carrier shall be responsible for the timely acceptance of the cargo, which can be recorded as the time of arrival to the consignee/consignor in the CMR consignment note;
5.3. The Carrier shall ensure that a vehicle which is technically sound, clean, tight, free of any foreign odours, fitted with cargo fastening and ADR (if required) equipment that meets the requirements set out in the order, has the documentation necessary for the carriage of the goods and is suitable for the transport of the specific cargo is supplied to the loading place at the time specified in the order. The supply of a vehicle failing to meet these requirements shall be treated as failure to supply a vehicle;
5.4. The Carrier shall ensure that his representative (driver) has all the documentation and means necessary on the trip, including, but not limited to, a copy of the CMR insurance policy, insurance against civil liability in respect of the use of motor vehicles (including the Green Card), CMR way-bill forms, a copy of the authorisation of the European Community to engage in international road transportation activities, any licenses, travel authorisations, documents certifying the professional competence of the driver, equipment needed for payment of the road use charge, belts and any other means of fastening the cargo as specified in the order, etc.;
5.5. The Carrier shall assume responsibility for the safety of the goods on the trip. The Carrier shall be responsible for the improper arrangement or fastening of the cargo, its overloading on an axle, etc. The vehicle must be suitable for the transportation of the cargo and its condition must meet all the requirements set for the vehicle;
5.6. The delivery of the cargo to the Customer or another consignee specified by the Customer in the specified place and at the specified time shall be the responsibility of the Carrier;
5.7. The Carrier shall be responsible for the provision of export declarations and cargo certificates to the Customer. The availability of certificates and permits necessary for the provision of services or obtaining them at his own expense (including, but not limited to, those for the carriage of dangerous goods on roads) shall be ensured by the Carrier.
5.8. The Carrier shall cooperate and consult with the Customer in searching for methods to solve problems that arose during the execution of the order, inform about problems that arise during the loading or transport of the cargo (cargo shortages, losses, deterioration, delay, accidents, downtime). The monitoring to ensure that the quantity specified in the CMR consignment note is loaded at the time of loading shall be the responsibility of the Carrier;
5.9. The Carrier shall select the cargo transportation route so that the cargo is delivered to the Customer with maximum safety within the shortest time possible but not later than at the time specified in the Special Terms;
5.10. The Customer shall ensure safe and convenient conditions for access by transport and unloading or loading of the cargo;
5.11. The risk of the loss of the goods from the dispatch of the cargo to the destination shall be borne by the Carrier. The Carrier shall insure the cargo during the transportation at his own expense to the benefit of the Customer.
5.12. To fulfil his obligations, the Carrier shall not have the right to engage third parties who are not specified in the Special Terms. If the Special Terms specify for third parties who can be engaged by the Carrier for the execution of his obligations to the Customer, the Carrier shall be responsible for the actions of the third parties.
5.13. The Carrier shall not have the right to unilaterally change the vehicle specified in the Special Terms or otherwise deviate from the execution of the terms and conditions of the Contract.

Article 6. Settlement
6.1. For each order discussed in the Special Terms, the Carrier shall present a separate VAT invoice, irrespective of the fact that the cargo was transported by several vehicles.
6.2. The Carrier shall provide the Customer with a VAT invoice for the provided services only together with the cargo documents signed by the consignee or issued by the consignor or only in case when the cargo documents issued/confirmed by the consignor/consignee were presented to the Customer in advance. The specific cargo documents can be specified in the Special Terms. The Customer shall pay the VAT invoice of the Carrier within the time limit specified in the VAT invoice from the day of its receipt, provided that he does not have complaints regarding the services provided by the Carrier.
6.3. The way-bill or another document confirming the receipt of the goods that is presented for settlement purposes shall contain the mark of the consignee specified in the way-bill regarding the receipt of the cargo, indication of all changes of the transport route, address changes, damage to the cargo or packaging, shortage, and cargo delivery date. The presentation of a way-bill without the mark of the consignee regarding the receipt of the cargo as well as the presentation of copies of the way-bill without presenting the original way-bill shall not be considered as the proper proof of the fulfilment of the order for carriage and shall not serve as the ground for starting to count the time limit for the payment of the carriage charge.
6.4. The Customer shall make payment by a bank order to the account specified in the VAT invoice of the Carrier.
6.5. If the Carrier has lost or irreparably damaged the cargo or created conditions for the cargo to be irreparably damaged, he shall lose the right to the fee for the transport services specified in the Special Terms. If the Carrier has received a part of the fee as advance payment, the Carrier shall return it to the Customer within 5 days from the day of receipt of the demand of the Customer.
6.6. If the order for carriage has been performed improperly, the Customer shall have the right to withhold the amount of the carriage charge payable to the Carrier until the final resolution of the issue on compensation of losses. In this case, the Customer must apply all their efforts in order to have the issue on compensation of losses finally resolved as soon as possible.

Article 7. Obligations and Rights
7.1. The Carrier shall be responsible for the loss, shortage of or damage to the cargo from the moment of the acceptance of the cargo for carriage to the moment of the transfer of the cargo, supply of the vehicle for loading and timely delivery of the cargo, proper fastening of the cargo being transported and its arrangement in the vehicle, neutrality in respect of the Customer’s clients, and execution of other contractual obligations and those provided for in effective legal acts.
7.2. The Customer shall be responsible for the proper execution of the obligations of the Customer specified in these terms and in orders, i.e. the supply of the cargo for loading, timely loading and unloading, execution of documents accompanying the cargo (if the documents are executed by the Customer), payment of the carriage charge, etc.
7.3. For the failure to execute or improper execution of their obligations, the Parties to this Contract shall bear liability in accordance with the procedure prescribed by legal acts of the Republic of Lithuania.
7.4. If the Customer has failed to settle for transport services in time, and the Carrier requires so in writing, the Customer shall pay a default interest of 0.02% of the outstanding amount for each day of delay.
7.5. If the Carrier has lost or irreparably damaged the cargo or created conditions for the cargo to be irreparably damaged, he shall compensate the Customer for losses equal to the value of the lost cargo agreed upon between the Customer and his consignor and specified in relevant invoices as well as additional losses of the Customer substantiated by documents.
7.6. If the Customer has provided the confirmation of an order to the Carrier (Special Terms) but is unable to continue the performance of his obligations under the Contract, he must inform the Carrier as soon as possible, but not later than within 12 hours from the presentation of the order, about the withdrawal of the order or change of the conditions of its execution. Otherwise, the Carrier shall be entitled to require in writing that the Customer shall pay a penalty of up to EUR 100.
7.7. For each day of delay in delivering the cargo, the Carrier shall pay the Customer a penalty of 10% of the price of the transport service established in the Special Terms.
7.8. If the Carrier delays arrival to the cargo loading place or delays provision of conditions, which are within his control, to load the cargo, the Carrier shall pay a penalty of 20% of the price of the transport service established in the Special Terms.
7.9. If the Carrier has failed to arrive to the cargo loading, he shall pay a penalty of 50% of the price of the transport service established in the Special Terms.
7.10. The penalty for Downtime shall be paid under the demand of the Carrier only for a full additional day (24 hours) of Downtime and only for working days. Unless otherwise agreed upon in the Special Terms, Downtime exceeding the agreed time limits shall be assessed as a penalty of 10% of the price of the transport service established in the Special Terms for each additional full day (24 hours) of Downtime but not more than 100 euro and only for working days. The Carrier shall not have the right to demand any additional amounts related to Downtime. Downtime exceeding the agreed time limits shall be paid by the Customer only when the Customer, not later than within 7 calendar days from unloading, is provided with a properly filled-in downtime sheet or CMR consignment note, signed by all the parties (the Carrier, the direct contractor, i.e. the transport company, and the loading/unloading place) and sealed, which specifies the exact loading/unloading time. Weekends and holidays shall not be included in the period of Downtime.
7.11. In no event, the Customer shall be liable for any Downtime caused by the veterinary service, customs service, or other respectively authorised institutions. No penalty for Downtime shall be paid to the Carrier if the Carrier has failed to meet the time limits established in the Special Terms for supplying a vehicle for the loading of the cargo, has failed to meet the time limits for the loading and/or delivery of the cargo, a deteriorated cargo has been delivered and/or shortage of the cargo has been found, all or a part of the cargo accompanying documents have been lost, or other cases of improper performance have been found.

Article 8. General Obligations
8.1. The Parties shall undertake to provide each other with assistance necessary for the performance of obligations, to inform each other, according to need, about the progress of the provision of services, address other issues related to cooperation, take into account each other’s recommendations regarding cooperation, and inform each other about circumstances which may affect the proper performance of obligations.
8.2. Neither of the Parties may transfer its rights or obligations without the consent of the other Party.

Article 9. Confirmations of the Parties
9.1. Each party is a private legal person who has the right to sign the Special Terms and to perform the terms provided for therein and in the Rules.
9.2. Each party has the right, powers, and legal capacity to enter into and execute the Contract.
9.3. Each Party, by signing the Special Terms, did not exceed and did not violate any of its competence (articles of association, provisions, statute, any decision, order, any legal act (including local, individual) binding on the Party of a management body (shareholder, founder or other competent entity), transaction, court decision (resolution, ruling), etc.).
9.4. The representative of each Party to this Contract is proper and is properly authorised to enter into and sign the Special Terms.
9.5. Both Parties can fully rely upon each other in respect that all their representations are correct and valid and that neither of them leaves any non-discussed circumstances, the omission of which could mislead the other Party.
9.6. Both parties secure the performance of the assumed obligations (solvency) with all assets belonging to them.
9.7. The documents provided to the other party prior to the signing of the Special Terms (including the annexes to this Contract) are true, accurate, and valid.
9.8. By assuming and performing their obligations, both Parties will not infringe any obligations binding upon them, contracts, agreements, other documents, legal acts, nor the interests of the shareholders, creditors, or third parties.
9.9. No claims have been filed against either of the Parties and there are no pending cases or proceedings instituted against them or actions threatening them which may affect the validity or execution of the obligations.

Article 10. Validity
10.1. The Rules shall enter into effect from the day of the signing and confirmation of the Special Terms and shall remain in force until the fulfilment of the obligations of both Parties.
10.2. If any of the provisions of this Contract is or becomes invalid either in part or entirely, it shall not cause the invalidity of the remaining provisions of this Contract. In such a case, the Customer shall replace the invalid provision with a legally effective rule which, to the extent possible, would have the same legal and economic effect as the invalid provision.
10.3. The Carrier shall not be entitled to discontinue a transport service the provision of which has been started under a specific order.
10.4. The Customer shall have the right to terminate the execution of an order by giving a notice to that effect to the Carrier in writing (by fax or e-mail) if the Carrier delays arriving to the place of loading for more than 2 hours compared to the time of arrival to the place of loading specified in the order. In such a case, no losses of the Carrier related to the trip of the vehicle to the place of loading shall be compensated. The notice about the termination of the Contract shall enter into effect from the moment of its dispatch to the Carrier and the Carrier shall be obliged to pay the penalty specified in the order.
10.5. The Customer shall be entitled to terminate the execution of the Contract (order) after the loading of the cargo and demand the cargo to be immediately transferred to the person specified by the Customer if the Carrier fails to provide information about the location of the vehicle or to inform about problems that arose during carriage, if circumstances arise that prevent the Carrier from the timely execution of the assumed obligations and this causes the threat of losses. In this case, the incurred and substantiated loss of the Customer shall be compensated at the expense of the Carrier.

Article 11. Law in Force and Resolution of Disputes
11.1. The Contract has been drawn up and shall be executed, construed, and interpreted in accordance with the law of the Republic of Lithuania. Beside the Rules, the relations between the Parties shall be governed by the Civil Code of the Republic of Lithuania, the Code of Road Transport of the Republic of Lithuania, and the Special Terms.
11.2. A claim should specify the circumstances and documents, with the reference to which the claim is being filed. If in a claim the Party refers to documents which are not available to the other Party, such documents or their certified copies shall also be submitted when submitting the claim.
11.3. Any disputes that arose in relation to the fulfilment of these Terms shall be resolved by means of negotiations. In case of failure to resolve a dispute by means of negotiations, it shall be settled in accordance with the procedures stipulated by the laws of the Republic of Lithuania in the courts of the Republic of Lithuania according to the place of business of the Customer (Vilnius).
11.4. If the Parties have failed to resolve disputes by means of negotiations, they shall have the right to appeal to court, in accordance with the procedure established by laws, according to the domicile of the Applicant, in order to defend their infringed or disputed right or an interest defended by laws.

Article 12. Force Majeure
12.1. The Party shall be released from responsibility for the failure to fulfil the Contract if it proves that the Contract has not been fulfilled due to circumstances which could not be controlled and reasonably foreseen at the time of the conclusion of the Contract, and that it could not prevent the occurrence of those circumstances or consequences thereof (force majeure circumstances). The Parties shall understand force majeure circumstances as they are regulated by Article 6.212 of the Civil Code of the Republic of Lithuania and the Rules of Release from Liability under Force Majeure Circumstances approved by Resolution No 840 of the Government of the Republic of Lithuania dated 15 July 1996 to the extent that they do not contradict the Civil Code of the Republic of Lithuania.
12.2. The Party which, due to the situation that has emerged, is unable to continue the performance of its obligations under the Contract must inform the other Party about the emergence of force majeure circumstances as soon as possible but not later than within 2 calendar days from their emergence. If the Party that has suffered from force majeure circumstances fails to properly inform the other Party, it must compensate the other Party for all losses that arose due to failure to inform.

Article 13. Notices
13.1. All notices and reports related to the exercise of the rights and performance of the obligations of the parties or with the defence of claims, which arise from the Contract, in accordance with the procedure established by civil proceedings, shall be in writing, be sent by e-mail, transmitted via telefax or sent by registered mail to the addresses indicated in the Special Part. Each Party shall have the right to choose the method of giving notices that is most acceptable to that Party.
13.2. If a notice is sent by e-mail or transmitted by telefax, it shall be deemed to have been received by the addressee on the same day where it was received during business hours or on the next business day where it was received outside of business hours. If a notice is sent by a registered letter, it shall be considered that the addressee received it 5 calendar days after the dispatch of the letter.
13.3. The Parties must inform each other of the change of their details in writing not later than on the next business day. The Party that has failed to fulfil this obligation may not claim that it has not received notices of breach of the Contract by the other Party, etc. if the other Party has acted in accordance with the last address or details of the other Party known to it.
13.4. Notices shall be sent to the contact persons or other authorised representatives of the parties, about whom the Parties shall inform each other.

Article 14. Confidentiality
14.1. The Parties shall undertake to protect, not to disclose, and not to distribute to any third parties any mutual agreements, orders, correspondence between the Parties and to treat the content of agreements, orders, and correspondence as well as information related to the execution of the Contract as commercial secret, which may be disclosed only in cases provided for by laws or only to the advisers of the Parties, financial institutions, or business risk management entities. This prohibition shall be of indefinite duration and shall remain in force after the expiry of the Contract for Carriage.
14.2. The Parties agree that the content of orders and cargo accompanying documents constitute confidential information and the Parties will take all measures in order to prevent the disclosure of that information to any third parties.

Article 15. Final Provisions
15.1. The Special Terms may be amended by agreement of the parties. The Customer may amend the Rules unilaterally, by publishing in advance the new version of the Rules on the Website.
15.2. If there are any items of the Special Terms that have not been filled in or have been filled in incompletely, and where the Carrier has not signed the Special Terms but the Carrier has fulfilled or partially fulfilled the transport services, the Contract for Carriage (the Rules and the Special Terms confirmed by the Parties, which jointly constitute an agreement on transport services between the Carrier and the Customer) shall be considered to have entered into force.
15.3. Orders for carriage and other annexes to the Contract shall form integral parts of the Contract.
15.4. In their mutual relations, the Parties shall be guided by the principles of justice, reasonableness, and fairness and shall properly perform the obligations and will assumed in respect of each other.