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Purchase and sale agreement (current date of the contract version: 2023.09.11) SELLER (first Party to the Agreement): UAB "Supra dictum" Įm. code: 304068012 VAT code: LT100013397411, address A. Vienažindžio str. 19A, Dusetos, LT-32308 Zarasu district. Kaunas Mobile: +370 674 74071 Email e-mail: info@supradictum.lt / info@bulviuseklos.lt UAB "Supra dictum" representative acting in accordance with the company's articles of association: director Kęstutis Grigaitis and BUYER (second Party to the Agreement): indicated in the order attached to this Purchase and Sale Agreement, we have entered into this Agreement. 1. OBJECT OF THE AGREEMENT 1.1 The Seller sells and the Buyer buys potato seed. The seed is sold according to the order submitted by the Buyer, which must be confirmed by the Seller. 2. THE SELLER COMMITS 2.1 Sell the amount of seed potatoes according to the confirmed order of the Buyer. 2.2 Upon receipt of payment from the Buyer according to the advance payment invoice provided by the Seller, start executing the Buyer's order and submit to the Buyer by e-mail the conditions of the Purchase and Sale Agreement that came into force from the moment of payment of the advance payment invoice. 3. THE BUYER COMMITS 3.1 Submit an order to the Seller regarding the quantity, variety, category, packaging requirement, delivery location, time and certificates of potato seed. The Buyer has the right to specify another person (name, surname, personal identification number) in the submitted order who has the right to accept the potato seed, to accept/sign the documents on behalf of the Buyer. 3.2 The Buyer pays for the seed potatoes by advance transfer according to the advance payment invoice provided by the Seller. The Buyer agrees and confirms that all documents submitted by e-mail are the appropriate form of submission of written documents for service (at the written request of the Buyer, they can be submitted in writing with a signature). The date and time of delivery of documents is determined by the time of dispatch. The buyer must confirm receipt of the letter within one day. 3.3 Accept the amount of potato seed by signing the act of transfer - acceptance (the cargo bill of lading (CMR) is equated with the act of transfer - acceptance and a separate act is not signed). 3.4 The quantity and quality of the potato seed is checked by the Buyer at the place of unloading at the time of transfer - acceptance, and the identified deficiencies must be recorded in the presence of the representative of the State Plantation Service and the representative of the Seller. The buyer must, at his own expense and on his own initiative, arrange for the participation of a representative of the State Plant Breeding Service. In case of violation of the transfer - acceptance procedure of potato seeds, all reductions in quantity or quality after the moment of transfer - acceptance will not be considered justified. In the event of inconsistencies, the Buyer is guided by the act of transfer and acceptance and this Agreement. 3.5 The Buyer undertakes to accept or collect the seed potatoes from the Seller within one calendar day from the date of submission of the notice provided by the Seller. 4. REPRESENTATIONS AND WARRANTIES OF THE PARTIES The Parties represent and warrant to each other that: 4.1 They are clearly aware of all the facts related to the conclusion of this Agreement and/or leading to the conclusion of this Agreement under such conditions as are set forth in this Agreement. 4.2 All terms of this Agreement have been fully discussed and agreed individually by the Parties, i.e. i.e. each term of this Agreement has been discussed and agreed upon. 4.3 The parties have read this Agreement, understood its content, its execution and the consequences of non-execution or improper execution or untimely execution of the concluded Agreement. 4.4 In preparing and concluding the Agreement, the Parties acted in good faith and in good faith towards each other and did not knowingly provide each other with any misleading information. 4.5 The parties have all the powers, authorities and rights to enter into this Agreement, to perform all obligations under this Agreement. 4.6 The parties have all permits, resolutions, consents and approvals necessary to enter into this Agreement, as well as to fully and properly fulfill the obligations assumed by this Agreement. 4.7 Neither the conclusion of this Agreement nor the performance of the Parties' obligations under this Agreement is in conflict with: 4.7.1 a decision, order, ordinance or instruction of a court, state or local authority, to which the Parties must obey; 4.7.2 for a contract or other transaction to which the Seller and/or the Buyer are parties; 4.7.3 Provisions of laws or other legal acts applicable to the parties; 4.7.4 The rights of the parties' creditors and/or the rights of the family and children, and does not violate them. 5. VALIDITY, CHANGE AND SUPPLEMENT OF THE AGREEMENT 5.1 This Agreement shall enter into force from the moment when the Seller receives a transfer from the Buyer to one of the specified bank accounts according to the advance payment invoice provided to the Buyer. 5.2 The contract is amended and completed only by written agreement of both Parties. Each such agreement becomes an integral part of this Agreement from the date of its proper execution. An agreement on the amendment or supplement of the Agreement executed without complying with the requirements set forth in this part shall be deemed not to have been concluded. 5.3 If any provision of this Agreement is or becomes partially or completely invalid, then that provision does not invalidate other provisions of this Agreement, if it can be assumed that this Agreement would have been concluded without the inclusion of the provision (or part thereof) that is invalid. In such case, the Parties agree to conclude an additional agreement as soon as possible, which would replace the invalid provisions of this Agreement with other, legally effective provisions, which, as far as possible, would have the same economic and legal effect. 6. LIABILITY. CONTRACT TERMINATION 6.1 The Agreement may be terminated by written agreement of both Parties. 6.2 The Seller has the right to unilaterally terminate the Agreement by notifying the Buyer 3 (three) days in advance, without resorting to court, and to return the advance payments paid by the Buyer after deducting the minimum losses incurred with 0.1% interest and/or 0.1% late payment, if the Buyer has breached any obligations under this Agreement. 6.3 In case of non-payment of interest for more than 14 (fourteen) days or failure to pay the losses incurred by the Seller or any part thereof after the Seller's demand, the Buyer must pay interest of 0.1% of the amount not paid on time for each day of delay until the day of full settlement in accordance with this Agreement and its annexes (i.e. until the date of payment of the final losses incurred by the Seller and all interest due under the Agreement), which by agreement of the Parties are considered to be the minimum losses of the Seller, which do not need to be proved and which cannot be changed or reduced by the Parties, and will also compensate the Seller for all other losses that will not be covered said late interest. 6.4 The buyer undertakes to reimburse all debt collection costs related to the execution of this Agreement. The Parties also agree that the payments received by the Seller under this Agreement and any other payments under the Parties' other obligations, regardless of the payment instructions made by the Buyer, shall be distributed by the Seller at its option either to fulfill any obligation or to pay any other amounts. 7. FORCE MAJEURE 7.1 The Parties agree that none of the Parties shall be liable for failure to fulfill its obligations under this Agreement if any of the listed circumstances (force majeure) prevent the Party from fulfilling its obligations under this Agreement: war, riots, insurrection, action or failure to act by state or municipal authorities or any other circumstance that the Party could not control and foresee at the time of concluding this Agreement and could not prevent the occurrence of this circumstance. 7.2 The Party declaring force majeure circumstances as the basis for non-fulfillment of its obligations under this Agreement must inform the other Party about the force majeure circumstances within 14 (fourteen) days of their occurrence, also informing about their influence on the performance of the Agreement. The parties will suspend the execution of this Agreement until the force majeure circumstances cease. 7.3 If the circumstances of force majeure continue for more than 3 (three) months, either Party has the right to partially or completely terminate this Agreement by notifying the other Party in writing 7 (seven) days prior to the termination of the Agreement, and neither Party shall have the right to claim damages . 8. CONSENT TO THE PROCESSING OF PERSONAL DATA 8.1 The Buyer agrees and does not object to the Seller receiving and otherwise processing the Buyer's personal data, including the Buyer's personal code, conclusion, execution and control of purchase and sale and other contracts, personal identification, correct verification of personal data, solvency assessment, debt management, Seller's rights and for the purposes of protection and defense of legitimate interests. 8.2 If the Buyer fails to fulfill its financial and/or property obligations to the Seller, the Seller reserves the right to provide the Buyer's personal data to the debt collection company, as well as, after informing the Buyer in accordance with the procedure established by the laws of the Republic of Lithuania, to data processors of other joint debtors, companies and organizations providing financial services, debt management companies and all third parties with a legitimate interest. 8.3 The buyer confirms that he has been informed that he has the right to access his personal data and how it is handled, i.e. i.e. to receive information from which sources and what personal data are collected, for what purpose they are processed, to whom they are provided, to demand the correction of incorrect, inaccurate and incomplete personal data, to demand the suspension, with the exception of storage, of the processing of your personal data, when the data is processed in non-compliance with the personal data of the Republic of Lithuania provisions of the Law on Legal Protection or other laws. 9. FINAL PROVISIONS 9.1 In the event of the Buyer's death, all rights and obligations provided for in this Agreement shall pass to the Buyer's heir(s). 9.2 This Agreement is concluded and must be interpreted in accordance with the laws of the Republic of Lithuania. 9.3 From the date of conclusion of this Agreement, the Parties shall provide each other with prompt written notices of the occurrence or existence of any event, condition or circumstance that may affect this Agreement or lead to its violation. The parties agree that each of them will at all times act in good faith toward the other and use all reasonable efforts to comply with the terms of this Agreement. 9.4 The Parties resolve mutual disputes through negotiations, and if the Parties do not reach an agreement, the disputes are resolved in the courts of the city of Kaunas according to jurisdiction. 9.5 Unless otherwise provided in this Agreement, all notices, requests and other correspondence related to this Agreement must be made in writing in the Lithuanian language and delivered in person or delivered via Lithuanian Post (registered mail) or sent by e-mail, and addressed to the addresses provided in this Agreement and the order Details of the parties (unless otherwise specified in writing). 9.6 This Agreement is concluded in electronic form and is submitted to the Buyer by the e-mail specified by him, when the Seller records the fact of payment of the advance invoice submitted to the Buyer. 9.7 The parties have understood this Agreement and its consequences and have accepted it in accordance with their will, and the Buyer has expressed his agreement to the terms of the Agreement by making an advance payment according to the advance payment invoice provided by the Seller.