PURCHASE AND SALE AGREEMENT
General Terms and Conditions – 2025/11/05
Vilnius

1. Scope and Validity
1.1. These General Terms and Conditions of Purchase and Sale (hereinafter – the “General Terms”) govern purchase–sale relations between UAB “Wood Line” (hereinafter – the “Seller”) and any natural or legal person purchasing goods and services from the Seller (hereinafter – the “Buyer”), unless otherwise provided in a separate agreement governing the purchase–sale relations concluded between the Seller and the Buyer.
1.2. The Seller and the Buyer are hereinafter jointly referred to as the “Parties” and each individually as a “Party”.

1.3. The General Terms together with the Special Terms separately signed by the Parties and the orders agreed by the Parties shall be considered a single purchase–sale agreement (hereinafter – the “Agreement”).
1.4. This Agreement is a cooperation agreement that forms the legal basis for the purchase and sale of goods between the Seller and the Buyer.
1.5. These General Terms apply from the date set out in Clause 14.1 of the General Terms to all orders agreed in writing, by e-mail, by phone, or by any other clearly defined means, including where the Parties do not conclude a separate written agreement. The Seller is entitled to unilaterally amend the General Terms. Amendments take effect on the date of publication on the website, without separate notice to the Buyer. Any new order placed by the Buyer after publication constitutes consent to the amendments.
1.6. By placing an order or signing the Special Terms, the Buyer confirms that it has read, understands, and unconditionally agrees to these General Terms.
2. Subject of the Agreement
2.1. The Seller undertakes to transfer to the Buyer goods owned by the Seller under separate orders placed by the Buyer, and the Buyer undertakes to accept the goods and pay the agreed price.
2.2. “Goods” means the specific goods indicated in the appendices to the Agreement, in orders and/or in invoices issued by the Seller to the Buyer, which the Seller undertakes to transfer to the Buyer and the Buyer undertakes to accept and pay the price to the Seller in accordance with the procedure set out in the Agreement.
2.3. “Services” means the specific services indicated in the appendices to the Agreement, in orders and/or in invoices issued by the Seller to the Buyer, which the Seller undertakes to provide to the Buyer and the Buyer undertakes to accept and pay for in accordance with the procedure set out in the Agreement.
2.4. The Parties shall agree on the specific Goods and/or Services sold, their price, quantity, quality, delivery conditions and provision conditions in accordance with Section 3 of this Agreement. The name of the Goods, the name of the Services, quantity and price are indicated in orders and/or VAT invoices issued by the Seller.
2.5. The Goods must be used only for their intended purpose as specified in the manufacturer’s documents and/or in the Seller’s documents made available on the Seller’s website. The Buyer is informed and understands that certain Goods sold by the Seller (e.g., adhesives, cleaners, etc.) are intended exclusively for professional or industrial use and undertakes not to use them otherwise. The Seller shall not be liable for damage arising from the Goods being used for purposes other than those specified in the manufacturer’s or Seller’s documents.
2.6. Under no circumstances shall the Seller be liable for any chemical or other reactions of the supplied Goods with other materials or products, or for any adverse consequences arising from such reactions, even where the Goods are used for their intended purpose as set out in the manufacturer’s or Seller’s documents. Before coating the Good with paints or any other chemical substance, the Buyer must test the interaction between the Good and the substance to be applied.
3. Placing and Confirmation of Orders
3.1. The Buyer may order Goods and Services by any of the following methods:
3.1.1. online, registering on the Seller’s website;
3.1.2. online, without registering on the Seller’s website;
3.1.3. at the Seller’s physical retail outlets;
3.1.4. by e-mail or other remote communication means offered by the Seller (e.g., by phone, etc.);
3.1.5. by contacting the Seller’s account manager.
3.2. Having formed a cart of Goods and/or Services and completed the ordering steps set in the Seller’s online store, the Buyer submits an order. The Seller must, no later than within ten (10) business days from receipt of the order, confirm the order in writing (by e-mail) or inform the Buyer of its rejection, stating the reasons. From the moment of order confirmation, the Agreement shall be deemed concluded between the Seller and the Buyer.
3.3. The Buyer may purchase Goods and/or Services at the Seller’s physical retail outlet by submitting to the Seller an order indicating the names and/or codes, quantities of the desired Goods and/or Services, and the applicable conditions for the provision of Services and/or delivery of Goods.
3.4. If the Goods ordered by the Buyer are available at the Seller’s physical retail outlet, the order is deemed confirmed and the Agreement concluded from the moment the Buyer pays in full at the checkout; where payment on deferred terms applies – from the moment the Seller records the sale under a deferred payment account and delivers it to the Buyer (in the manner set in the Special Terms). The deferred payment terms (deferment period, credit amount, place of delivery of goods, contact persons collecting the goods) are formalized with the Buyer in an appendix to the Special Terms.
3.5. If the ordered Goods are not available at the Seller’s physical retail outlet at that time, the Seller shall inform the Buyer, indicating the price of the ordered Goods, delivery times and other conditions. In such case, the order is deemed confirmed and the Agreement concluded from the moment the Buyer confirms the order confirmation provided by the Seller. The Buyer undertakes to purchase the full quantity of goods specified in the order and to pay the full agreed price within the established time limits.
3.6. The Buyer may place an order with the Seller by phone or by other remote communication means offered by the Seller (e.g., e-mail). In such case, the Buyer must indicate to the Seller the names and/or codes, quantities of the desired Goods and/or Services, and the delivery conditions for Goods and/or provision conditions for Services.
3.7. The Seller must, no later than within ten (10) business days from receipt of the Buyer’s order, prepare an order confirmation in writing (including by e-mail) and provide it to the Buyer or inform the Buyer of rejection of the submitted order, stating the reasons. The order shall be valid only if the Buyer confirms in writing (including by e-mail) acceptance of the conditions indicated in the Seller’s order confirmation.
3.8. The Buyer may submit an order to the Seller’s account manager by any accessible means (e-mail, other remote communication means, etc.). The order must indicate the names and/or codes, quantities of the desired Goods and/or Services, and the desired conditions for delivery of Goods and/or provision of Services.
3.9. The Seller’s account manager must, no later than within ten (10) business days from receipt of the Buyer’s order, prepare an order confirmation in writing (by e-mail) and provide it to the Buyer or inform the Buyer of rejection, stating the reasons. The order is valid when the Buyer confirms in writing (including by e-mail) agreement with the conditions indicated in the account manager’s order confirmation.
3.10. In all cases, the Seller or its account manager shall indicate in the order confirmation the final quantity and price of the Goods and/or Services as well as the delivery and/or service provision deadlines and conditions.
3.11. The Buyer undertakes fully and properly to purchase the entire quantity of Goods and/or Services specified in the mutually agreed order(s) in accordance with the Parties’ agreed supply and/or service schedule. This obligation is deemed a material term of the Agreement. If the Buyer fails to perform this obligation, the Seller is entitled to require the Buyer to pay the entire total price of the Goods and/or Services specified in the mutually agreed order and to compensate the Seller’s direct losses.
3.12. The Seller is entitled to require full or partial advance payment for the order. The Seller shall inform the Buyer about the advance payment requirement and its conditions in the Special Terms and/or in the order confirmation.
3.13. The Seller has the right unilaterally to refuse to fulfill an order, promptly informing the Buyer in writing. If the Buyer has paid for the order, upon the Seller’s receipt of the Buyer’s request for a refund, the Seller must refund the amounts paid by the Buyer within three (3) business days. The Seller shall not be liable for any additional losses incurred by the Buyer.
4. Prices and Payment Terms
4.1. Prices of Goods and/or Services are indicated in euros and include value added tax (VAT) and other taxes applicable under the laws in force at the time, if applicable.
4.2. Prices of Goods and/or Services are determined individually at the time of each order and apply only to that specific order. The prices and order fulfillment conditions indicated in the order are valid for seven (7) days from the order date unless stated otherwise in the order. If the Buyer does not confirm the order within the specified period, the Seller may refuse to fulfill the order under the stated conditions and/or change them.
4.3. Upon the Buyer’s request, the Seller must provide information on the prices of the Goods and/or Services offered by the Seller in a manner acceptable to the Buyer— in writing or verbally, including but not limited to by post, e-mail, telephone, at the Seller’s physical store, or by any other means agreed by the Parties.
4.4. The Buyer undertakes to pay for the Goods and/or Services within the period specified in the Special Terms, unless the Parties agree otherwise in the order. The Buyer may pay for ordered Goods and/or Services via online banking, bank transfer, in cash, or by bank card at the Seller’s physical retail outlet.
4.5. The Seller has the right unilaterally to suspend order fulfillment if the Buyer delays payment under the Agreement or any other agreement in force between the Parties, as well as in cases where the Seller has reasonable doubts about the Buyer’s solvency or ability to meet payment obligations under deferred payment. The Parties expressly agree that in such cases the Seller has the right, at its discretion, to require the Buyer to pay an advance, to provide additional financial or other guarantees acceptable to the Seller, or to pay in full for the Goods and/or Services before starting to fulfill the order.
4.6. The Parties may agree in the Special Terms on a payment deferment period for the Goods and/or Services.
4.7. If the Buyer is late in paying for the Goods and/or Services, late-payment interest of 0.05% shall accrue on the overdue amount for each day of delay. Late-payment interest accrues for the entire period of delay until the date of full settlement. Payment of late-payment interest does not release the Buyer from the obligation to pay the principal debt and does not limit the Seller’s right to claim full compensation for losses.
4.8. If the Parties have agreed in the Special Terms on a maximum deferred payment amount, the Buyer’s indebtedness to the Seller under the Agreement or other mutual agreements between the Parties (including penalties) may not exceed the maximum deferred payment amount, which consists of all the Buyer’s debts to the Seller (including penalties, interest, or other amounts payable), irrespective of whether the performance deadlines have expired and irrespective of the deferment period (hereinafter – the “Maximum Deferred Payment Amount”).
4.9. The Seller is entitled unilaterally to change the deferment period and/or the Maximum Deferred Payment Amount or to cancel them, by informing the Buyer in writing, if the Buyer is more than fourteen (14) calendar days late in fulfilling obligations under the Agreement or other mutual agreements between the Parties, or where the Seller has information or may reasonably assume that:
4.9.1. the Buyer will be unable to fulfill the obligations assumed under this Agreement on time;
4.9.2. the Buyer fails to meet its monetary obligations to third parties on time;
4.9.3. the Buyer faces risks of criminal, civil, or administrative liability which may cause financial difficulties;
4.9.4. the Buyer or its creditors are preparing to apply to court to initiate insolvency proceedings.
5. Transfer of Goods and Title
5.1. Unless the Parties agree otherwise in writing, the Buyer must collect the Goods from the Seller. All costs related to collection of the Goods shall be borne by the Buyer, unless the Parties agree otherwise in writing in an appendix to the Special Terms.
5.2. Where the Buyer requests delivery by the Seller, delivery of the Goods shall be performed under INCOTERMS conditions EXW or DAP.
5.3. The Goods shall be deemed transferred by the Seller and accepted by the Buyer when the Buyer or the Buyer’s (carrier’s) representative signs the consignment note for the Goods.
5.4. The Goods must be accepted by the Buyer personally or by the Buyer’s representative indicated in the Special Terms, unless the Parties agree otherwise in the Special Terms. If the Goods are to be collected by a person not specified in the Special Terms, the Buyer must inform the Seller in advance in writing and provide the contact details of the person authorized to collect the Goods.
5.5. The risk of accidental loss of or damage to the Goods passes to the Buyer from the moment of transfer of the Goods to the Buyer. The Goods shall also be deemed transferred to the Buyer when they are handed over to the Buyer’s carrier or other transport service provider for delivery to the Buyer.
5.6. The delivery term for the Goods is indicated in the order confirmation and/or the Special Terms.
5.7. The delivery term may be extended if obstacles arise for preparation or delivery of the Goods beyond the Seller’s control, including but not limited to supply, production, transportation, or logistics disruptions. In such cases the Seller must promptly inform the Buyer about the possible change of the term.
5.8. If the Buyer fails to collect the Goods within ten (10) calendar days from the Seller’s notice of readiness, the Seller has the right to charge a storage fee of 0.5% of the value of the Goods for each delayed week and to suspend further order fulfillment until storage costs are paid.

5.9. The Parties agree that where the Seller delivers a smaller quantity of Goods than specified in the order, the Buyer shall not be entitled to terminate the Agreement or claim a refund for all Goods if the Seller undertakes to deliver the missing quantity within a reasonable period.
5.10. Title to the Goods passes to the Buyer after full payment for the Goods transferred to the Buyer.
6. Inspection of Goods and Claims
6.1. The Buyer’s (carrier’s) appointed representative, upon accepting the Goods, must check their quantity, packaging, and quality against the delivery documents provided by the Seller. If defects or shortages are found at acceptance, a deficiency report shall be drawn up. Non-conformities and damages shall be recorded in photographs.
6.2. After transfer of the Goods to the Buyer, claims regarding obvious defects, quantity, or assortment shall not be accepted, except as provided in Clause 6.3 of the General Terms.
6.3. If the Goods are packed in a way that their condition and quality cannot be assessed at acceptance (e.g., factory packaging, closed transport packaging), the Buyer must submit a claim no later than within five (5) business days, specifying: (i) non-compliance with technical and quality requirements; (ii) non-compliance with completeness.
6.4. The Buyer must allow the Seller’s representatives to verify the facts indicated in the claim and jointly draw up a goods inspection report no later than within five (5) business days from receipt of the claim. If it is established that goods of appropriate quality and quantity were transferred to the Buyer’s (carrier’s) representative, the Seller shall not be obliged to compensate any related losses. The Seller assumes no risk related to damage to or deterioration of quality of the Goods during transport, nor to changes in quantity after transfer of the Goods to the carrier.
6.5. Claims for latent defects may be submitted within thirty (30) days from the moment of transfer of the Goods to the Buyer, unless mandatory legal provisions establish a longer period, and provided that during this period the Goods were stored and used in accordance with the instructions applicable to use and/or storage of the Goods as published on the Seller’s website. Upon identifying latent defects, the Buyer must invite the Seller and allow inspection of the Goods.
6.6. Goods may be returned to the Seller only upon prior written consent of the Seller. Goods must be returned properly packaged and in the Seller’s original packaging.
7. Quality Warranties and Conditions of Use
7.1. The Seller warrants that the goods conform to their technical descriptions or the manufacturer’s specifications.
7.2. The Buyer undertakes to use the goods in compliance with all instructions, technical documentation, and safety data sheets provided by the Seller and the manufacturer.
7.3. The Seller shall not be liable for damage arising from improper use, storage, or mixing of the goods with other materials.
7.4. Descriptions, illustrations, or information provided in the Seller’s printed materials or advertising are for general informational purposes only and shall not be deemed part of the Agreement nor treated as precise information about the supplied Goods where the order or other information provided by the Seller to the Buyer indicates different characteristics of the Goods.
7.5. A quality warranty period of three (3) months applies to the Buyer unless mandatory legal provisions establish a longer term.
7.6. The warranty period starts from the moment of transfer of the Goods to the Buyer. Transfer of the Goods to a carrier for delivery to the Buyer is deemed transfer to the Buyer.
7.7. The warranty specified by the Seller in the Agreement ceases to be valid where the Goods are altered during the Buyer’s production process and/or the Goods are used as raw material in the Buyer’s final product.
7.8. The warranty does not apply if:
7.8.1. at the time of purchase the Buyer knew of quality defects or they were clearly discussed by the Parties;
7.8.2. the quality defects were obvious and the Buyer could not have been unaware of them;
7.8.3. the quality defects arose solely due to the Buyer’s fault where the goods were used in breach of technical requirements, used for non-intended purposes, improperly stored, transported, or otherwise damaged;
7.8.4. the goods with quality defects were repaired not by the Seller but by third parties;
7.8.5. after notifying about a quality defect, the Buyer continues to use the good;
7.8.6. the quality defects arose because the Buyer failed to follow the Seller’s instructions regarding storage, handling, or use of the goods, and where no such instructions were provided – failed to follow good commercial practice;
7.8.7. the quality defects arose due to the Buyer’s engineering / design / technological solutions (drawings or other direct instructions) provided to the Seller and applied in production (preparation) of the Good.
7.9. Where a defective Good is replaced with a conforming Good or repaired, the same warranty period continues to apply to the replaced or repaired Good, counted from the original transfer of the Good to the Buyer. A new warranty period is not granted.
7.10. Application of the warranty does not constitute the Seller’s admission of fault or liability for incurred losses. Replacement or repair is carried out solely to ensure customer service quality and does not deprive the Seller of the right to dispute any claims for damages.
8. Liability
8.1. The Seller shall not be liable for any indirect losses of the Buyer, including but not limited to loss of profit, loss of reputation, production downtime, or claims by third parties.
8.2. The Seller’s liability is limited to direct losses suffered by the Buyer and may not exceed the value of the specific order, regardless of the basis of the claim, except where the losses arose due to the Seller’s willful misconduct.
8.3. If the Buyer is more than 14 days late in payment, the Seller has the right to suspend the supply of Goods and/or Services and to demand return of unpaid Goods without any compensation to the Buyer, and the Buyer must return the Goods within the period set by the Seller. Goods unsuitable for use, damaged, or modified shall not be accepted back into the Seller’s warehouse unless the Seller separately agrees in writing otherwise.
8.4. Payments insufficient to cover all of the Seller’s claims shall be allocated in the following order: (1) debt collection and other costs related to collection, (2) penalties, (3) principal obligation (debt).
9. Force Majeure
9.1. Neither Party shall be liable for non-performance or improper performance of its obligations under this Agreement if this occurred due to force majeure circumstances which the Party could not foresee or control, including but not limited to acts of war, strikes, pandemics, actions of state authorities, transport or supply disruptions, natural disasters.
9.2. The Party affected by force majeure must promptly, but no later than within five (5) business days, notify the other Party in writing of its occurrence and expected duration. Failure to notify within this period deprives the Party of the right to rely on such circumstances.
9.3. The burden of proving force majeure lies with the Party invoking it.
9.4. If force majeure lasts for more than sixty (60) consecutive days, the Seller shall have the right unilaterally to terminate the Agreement or a part thereof by informing the Buyer in writing. In such case, the Seller shall refund to the Buyer the amounts paid for the unfulfilled part of the order, and no additional liability shall apply to the Seller.
10. Notices
10.1. All notices and information given under or in connection with this Agreement must be provided in writing and shall be deemed duly delivered if delivered to the other Party against signature or sent by e-mail to the e-mail address specified in the Special Terms. Dispatch of a notice to the last known address of the other Party shall be deemed proper unless the receiving Party has notified of a change of address. Notices shall be deemed delivered: (i) on the next business day after the date of dispatch if sent by e-mail; (ii) on the date of signature acknowledging receipt if delivered against signature.
11. Dispute Resolution
11.1. All disputes arising out of or in connection with this Agreement shall first be resolved by negotiations between the Parties. If the dispute cannot be resolved by negotiation, it shall be finally settled by a competent court of the Republic of Lithuania at the Seller’s registered office location.
11.2. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Lithuania.
12. Termination of the Agreement
12.1. The Seller has the right unilaterally to terminate the Agreement or to amend the appendix to the Special Terms by revoking the credit limit or changing the payment deferment period, upon giving the Buyer ten (10) business days’ prior written notice, in the following cases:
12.1.1. bankruptcy or restructuring proceedings are initiated against the Buyer, liquidation procedures are commenced, the Buyer suspends its activities or otherwise ceases operations;
12.1.2. the Buyer’s financial position materially deteriorates;
12.1.3. the Buyer fails to comply with deadlines set in the Agreement, fails to perform other contractual obligations and such breach is material (including but not limited to delay of payment by more than 30 days);
12.1.4. other circumstances arise that may have a material adverse effect on the Buyer’s ability properly to perform obligations under the Agreement.
12.2. The Agreement may be terminated at the Buyer’s initiative by mutual agreement of the Parties only for important reasons, by informing the Seller of termination ten (10) business days in advance.
12.3. Termination or expiry of the Agreement does not release the Parties from performance of obligations that survive termination and/or from liability for damages.
13. Confidentiality
13.1. The Special Terms of the Agreement, orders, and other arrangements of the Parties to which these General Terms apply, as well as other information under or related to the Agreement that is not publicly available, shall be treated as confidential information and must be strictly protected by the Parties. Such information may not be disclosed to any third parties except where: (a) the information is already known to third parties not bound by confidentiality or becomes publicly available not through actions of the disclosing Party; (b) disclosure is required by laws or regulations; (c) the information is disclosed to the Party’s professional advisers and/or auditors who are bound by confidentiality obligations.
13.2. Each Party shall be liable to the other Party for compliance with confidentiality obligations by those third parties to whom it discloses confidential information, as well as for its own obligation to protect and not disclose confidential information to third parties.
13.3. The Parties expressly agree that confidentiality obligations shall apply throughout the term of the Agreement and for five (5) years after its termination.
13.4. A Party that breaches confidentiality obligations must fully compensate the other Party for losses incurred due to such breach.
14. Final Provisions
14.1. The General Terms are available on the Seller’s website www.woodline.lt and apply to all orders from the date of publication on the aforementioned website, i.e., 2025-11-05.
14.2. The Seller has the right unilaterally to amend the General Terms. The General Terms apply from their publication and do not have retroactive effect on orders already being executed, unless the Parties agree otherwise separately.  The Seller and the Buyer are hereinafter jointly referred to as the “Parties” and each individually as a “Party”.