Sales Terms and Conditions

The basis for delivery of Products is the Agreement concluded between VIZULO and the Purchaser. These Terms and Conditions are an integral part of the Agreement.


Issued: 03.08.2016.

VIZULO LED LIGHTING SALES TERMS AND CONDITIONS

Download Customer Registration Form

 

 

1.DEFINITIONS

 

1.1 Agreement – a purchase or distribution agreement concluded between VIZULO and Purchaser and its annexes.

1.2 Customer Registration Form – form filled by Purchaser in order to provide relevant basic information about Purchaser.

1.3 Intellectual Property  -  any patent, copyright, registered design, trade mark or other industrial or intellectual property right in respect of the Products, and applications for any of the foregoing.

1.4 Parties – VIZULO and Purchaser together.

1.5 Product or Products - LED outdoor and indoor luminaries produced by SIA “VIZULO”.

1.6 Product Order Form - form, which according to the Agreement is used by the Purchaser to order the Products.

1.7 Product Quote - form which according to the Agreement is used by VIZULO to set the price payable and conditions applied for the delivery of Products.

1.8 Purchaser - purchaser or distributer of the Products that have signed the Agreement with VIZULO.

1.9 Terms and Conditions - these VIZULO Terms and Conditions.

1.10 VIZULO - SIA “VIZULO Solutions”. 

 

2. GENERAL FRAMEWORK

 

2.1 The basis for delivery of Products is the Agreement concluded between VIZULO and the Purchaser.

2.2 These Terms and Conditions are an integral part of the Agreement.

2.3 VIZULO guarantees that Products have been manufactured in accordance with standards of the European Union and comply with the requirements laid down in laws and regulations of Latvia.

2.4 Any of the Purchaser’s terms and conditions that are different from or in addition to these Terms and Conditions shall have no effect unless specifically agreed by VIZULO in writing.

2.5 Purchaser has to fill and send to VIZULO Customer Registration Form before starting Product price request and Product orders.

 

3. PROCEDURE OF ORDERING PRODUCTS

 

3.1 VIZULO is providing Product Quote in e-mail to Purchaser - stating product prices, delivery terms, payment method and other relevant information on return Purchaser send Product Order Form before each order. In case of differences between Product Quote and Product Order form, information in Product Quote is dominant.

3.2 For each category of Products sold, the Parties to the transaction shall complete and execute a Quote, which establishes the particular terms and conditions governing the purchase of the specific Products.

3.3 Once accepted in e-mail by the Parties, the Product Order Form shall be incorporated in the Agreement.

3.4 The Product shall remain the property of VIZULO and VIZULO reserves title to the Products of the delivered order until receiving of all payments by the Purchaser and until all claims which are due to VIZULO arising from the current business relationship with the Purchaser have been fulfilled. The Purchaser shall at the request of VIZULO assist him in taking any measures necessary to protect VIZULO’s title to the Product. If retention of title is not valid according to the laws of the location place of the Products, the security corresponding to the retention of title in this jurisdiction is considered agreed. If necessary, upon VIZULO’s request, the Purchaser is obliged to take all measures which are needed for the establishment and retention of such rights, insofar as is deemed reasonable.

3.5 Purchaser shall not assimilate, transfer or pledge any of the Products, or grant any right or title to the Products to any third party until title to the Products has passed to Purchaser (except if such right or title is granted in the normal course of business). Purchaser shall ensure that the Products remain identifiable as VIZULOs’ Products.  

3.6 An order is considered to be made and accepted at the moment when:

3.6.1 the Agreement is signed and Product Order Form is accepted in e-mail by the Parties; and

3.6.2 letter of credit has been received by VIZULO’s bank (if the letter of credit has to be provided according to Agreement or Product Quote)or;

3.6.3 the advance payment is received in VIZULO’s  bank account (if the advance payment has to be paid according to Agreement or Product Quote) or.

3.6.4 VIZULO has received credit insurance approval of Purchasers orders from insurance company stating insurance limit and limit fully covers all unpaid Purchaser order sum (if the credit insurance has to be done according to the Agreement or Product Quote).

3.7 If so requested in the, Product Quote or Agreement and the letter of credit has not been forwarded to VIZULO’s bank within 10 (ten) days when the Parties have accepted in e-mail the Product Order Form or if the advance payment has not been received in VIZULOs bank account within 10 (ten) days when the Parties have accepted in e-mail the Product Order Form, VIZULO shall be entitled without prejudice to any of its rights in law, to cancel the order in full, without any liability to the Purchaser.

 

4. PRICE AND PAYMENTS

 

4.1 The currency for purchase prices is EURO.

4.2 All prices are shown on basis of Ex Works, excluding Value Added Tax and other amounts levied by official authorities and do not include carriage, insurance, storage, import or export duties or any other additional (handling) costs.

4.3 The purchase price is paid by the Purchaser at the moment when VIZULO has received the Purchase price in VIZULOs’ bank account set in the Product Quote. Provision of a letter of credit shall not constitute payment. Unless otherwise stated in the Product Quote the invoices are to be paid within 10 (ten) days from the invoice day.

4.4 Without prejudice to its other rights in respect thereof VIZULO shall be entitled to withhold further supplies while payment of any sums due from the Purchaser remains outstanding.

4.5 If the Purchaser does not pay the purchase price in accordance with Terms and Conditions or the Agreement, VIZULO shall be entitled to liquidate damages from the date on which the purchase price should have been paid by the Purchaser. Liquidated damages shall be payable by the Purchaser at a rate of 0.1 (zero point one) per cent of the agreed and unpaid purchase price for each commenced day of delay.

4.6 The payment of the penalty does not release the Parties from due performance of their obligations under the Agreement.

4.7 If VIZULO has to hire a debt collection company in order to collect the Purchaser’s debt, the Purchaser is obliged to cover all reasonable losses that occurred according to financial documents to VIZULO from the collection of debt from the Purchaser. VIZULO sends a written notice prior to the Purchaser in such an event.

4.8 The Parties, by accepting the Product Order Form in e-mail, may agree on other payment and delivery conditions.

4.9 If Purchaser does not comply with the Agreement and these Terms and Conditions and does not fulfil its payment obligations, or makes any other actions that may give a reason to think that the Purchaser will not be able to fulfil any or part of its payment obligations, at VIZULOS’ prior request Purchaser is obliged to return to VIZULO the Products in which the title has not yet passed to the Purchaser at Purchaser’s own cost. Purchaser agrees to fully cooperate with VIZULO in order for VIZULO or its representatives to collect its Products.

4.10 VIZULO holds rights to insure the debt of the Purchaser. After evaluation of Purchaser’s credit-worthiness and taking into account credit limit for which insurance company by VIZULO’s choice insures Purchaser, VIZULO allocates to the Purchaser credit limit and sets payment terms. VIZULO reserves the right to change the credit limit. If a new order of the Products submitted by the Purchaser exceeds the credit limit or for any reason  it is not possible to insure the debt of the Purchaser, the Purchaser shall pay the uninsured purchase price to VIZULO for the order to be executed as follows:

                 (i)  by providing VIZULO with the irrevocable  letter of credit which is subject to approval of VIZULO. The costs of letter of credit shall be borne by Purchaser. VIZULO accepts letters of credit issued by the banks with the long-term credit rating in force at least in the level “A-“ (if issued by "Standard & Poor's rating Services" or “"Fitch Ratings”) or at least in the level A3  (if issued by the "Moody's Investor Services”); or

                  (ii) Within 5 (five) days after the Parties have accepted  in e-mail the Product Order Form Purchaser shall pay advance payment 50% (fifty percent) of the current order purchase price. Remaining 50 % (fifty percent) shall be paid by the Purchaser till the delivery date. If the letter of credit has not been forwarded to the VIZULO’s bank or if the payment has not been received in VIZULO’s bank account within the agreed time, VIZULO has the right to extend the delivery term by the same number of days as the letter of credit or payment is received late. 

4.11 If the letter of credit has not been forwarded to the VIZULO’s bank or if the advance payment has not been received in VIUZLO’S bank account within 10 (ten) days when the Parties have accepted in e-mail the Product Order Form or if the remaining payment is delayed for more then 10 (ten) days, VIZULO shall be entitled without prejudice to any of its rights in law, to cancel the order in full, without any liability to the Purchaser.

4.12 The Purchaser must report invoiced overages or Product shortages within 30 (thirty) days of invoice date. Any discrepancy not reported within 30 (thirty) days will not be considered for an adjustment. 

 

5. DELIVERY TERMS

 

5.1 To the delivery of the Products International Chamber of Commerce (ICC) INCOTERMS 2010 EXW (Ex Works) applies - the Products are ready for collection at warehouse of VIZULO located at Mukusalas street 41, Riga, LV-1004, Latvia or "Laucu Lejas", Iecavas novads, LV-3913, Latvia, unless otherwise agreed by Parties in writing.

5.2 VIZULO undertakes to deliver Products suitably wrapped and packaged for their specific characteristics and for the conditions of transport to be used.

5.3 Delivery dates set by VIZULO are approximate only, however VIZULO will use commercially reasonable efforts to meet the delivery dates communicated or acknowledged by it on the condition that Purchaser has properly filled out the Product Order Form and provided all necessary information sufficiently prior to the delivery date. For any delivery made within a reasonable time before or after the previously set delivery date VIZULO shall not be liable for, nor shall VIZULO be in breach of its obligations to the Purchaser.

5.4 If Products are not delivered by VIZULO, Purchaser shall give VIZULO a written notice of failure to deliver the Products by which giving 30 (thirty) day’s period within which to deliver ordered Products. If VIZULO does not deliver within such period, Purchaser's sole and exclusive remedy is to cancel the affected and undelivered portions of the related Agreement.

5.5 Free access to the location where Purchaser is storing the Products in which the title has not yet passed to the Purchaser shall at all times be granted to VIZULO or its representatives by the Purchaser.

5.6 VIZULO have the rights to allocate its available Products, in its sole discretion, among its various customers in the event VIZULOs’ production is curtailed for any reason. As a result VIZULO may sell and deliver to Purchaser fewer Products than specified in the Agreement or Product Order Form without being responsible or liable to Purchaser for any damage resulting therefrom.

5.7 If the Purchaser anticipates that he will be unable to accept delivery of the Product at the time for delivery, the Purchaser shall forthwith notify VIZULO in writing at least 1 (one) week beforehand, thereof, stating the reason and, the time when he will be able to accept delivery. If the Purchaser fails to accept delivery at the time of delivery, the Purchaser shall nevertheless pay any part of the Purchase price which becomes due at the time of delivery, as if delivery had taken place at the time for delivery. VIZULO shall arrange storage of the Products at the risk and expense of the Purchaser. VIZULO shall also, if the Purchaser so requires, insure the Products at the Purchaser’s expense. 

5.8 Unless the Purchaser’s failure to accept delivery is due to any such circumstance as mentioned in Force majeure clause, VIZULO may by notice in writing require the Purchaser to accept delivery within a final reasonable period. 

5.9 In case of unjustified refusal on behalf of the Purchaser to take delivery, the costs incurred as a result of the delay shall be invoiced to the Purchaser 20 days after notification of the readiness for shipment and/or readiness for delivery-taking onwards.

5.10 If the Parties have agreed that VIZULO provides delivery to the delivery site required by the Purchaser:

5.10.1 the Purchaser shall bear all costs which arise through this service;

5.10.2 VIZULO does not bear liability if the Products of the order cannot be shipped due to liability of any party other than VIZULO (e.g. logistics, customs, transportation companies, brokers etc.);

5.10.3 delivery can be effectuated in partial shipments to the extent this is deemed acceptable by the Purchaser or VIZULO is rendered by any means unable to deliver the order complete and has notified the Purchaser as soon as the inability to deliver the order complete is ascertained.

5.11 If, for any reason which is not attributable to VIZULO, the Purchaser fails to accept delivery according to Agreement, VIZULO may by notice in writing terminate the Agreement and VIZULO shall then be entitled to compensation for the loss he suffers by reason of the Purchaser’s default, including any consequential and indirect loss.

5.12 The VIZULO’s contact person shall inform the Purchaser’s contact person by e-mail about the possibility to receive the Products.

5.13 The Products are considered delivered to the Purchaser on the date when the transport documents have been signed.

5.14 Products that have been delivered in accordance with the Agreement shall be deemed accepted by the Purchaser and the Purchaser shall have no right to revoke any acceptance, unless written notice of the claimed nonconformity is received by VIZULO within 30 (thirty) days of delivery. Notwithstanding the foregoing, any use Products by Purchaser, its agents, employees, contractors or licensees, for any purpose, after delivery thereof, shall constitute acceptance of these Products by the Purchaser. In case of defective Products they shall be deemed accepted by the Purchaser if the Purchaser will not react in period set in VIZULO warranty rule.

 

6. FORCE MAJEURE

 

6.1 Either Party shall be entitled to suspend performance of his obligations under the Agreement to the extent that such performance is impeded or made unreasonably onerous by Force Majeure, meaning any of the following circumstances: any circumstance beyond the control of the parties such as fire, war, extensive military mobilization, insurrection, requisition, seizure, embargo, restrictions in the use of power, currency and export restrictions, epidemics, natural disasters, extreme natural events, terrorist acts and defects or delays in deliveries by sub-contractors caused by any such circumstance referred to in this clause. A circumstance referred to in this clause whether occurring prior to or after the formation of the Agreement shall give a right to suspension only if its effect on the performance of the Agreement could not be foreseen at the time of the formation of the Agreement.

6.2 The Party claiming to be affected by Force Majeure shall notify the other Party in writing within three days on the intervention and on the cessation of such circumstance. If a Party fails to give such notice, the other Party shall be entitled to compensation for any additional costs which have incurred and which could have been avoided if such notice had been received. If Force Majeure prevents the Purchaser from fulfilling his obligations, the Purchaser shall compensate VIZULO for expenses incurred in securing and protecting the Product.

6.3 If the hindrance lasts longer than 3 (three) months, each Party is entitled to withdraw from the Agreement.

 

7. CONFIDENTIALITY

 

7.1 Purchaser shall use reasonable efforts to prevent disclosure to any third person of (i) any of the specific terms and conditions of Agreement, or (ii) any other information relating to the business or operations of the other Party that is not public knowledge (Confidential Information).

7.2 Purchaser is obliged to treat the Confidential Information received from VIZULO strictly confidential (unless otherwise agreed in writing), with the exception of information, which:

7.2.1 is already known to the Purchaser prior to disclosure, as evidenced by written documentation in the records of the Purchaser;

7.2.2 is in the public domain at the time of disclosure to the Purchaser or after such disclosure becomes part of the public domain through no fault of the Purchaser;

7.2.3 is lawfully disclosed on a non-confidential basis to the Purchaser by a third party.

7.3 The Confidential Information will be protected by the Purchaser with the same reasonable care that the Purchaser uses with respect to its own proprietary information. In particular, the Confidential Information will not be disclosed by the Purchaser to any third party, provided, however, that the Confidential Information may be made available by the Purchaser to those parent undertakings and subsidiary undertakings, advisors and employees who need to know such Confidential Information in order to ensure the fulfilment of the contractual obligations of Agreement.

7.4 Purchaser represents that its advisors, employees and affiliated companies to whom the Confidential Information is made available will be informed of its confidential nature and will be directed to conform to the confidentiality covenants herein defined.

7.5 The confidentiality obligation set forth herein shall survive the termination of Agreement for any reason whatsoever, remaining valid and in full force for 3 (three) years from the moment the Agreements is terminated or expired.

 

8. LIMITATION OF LIABILITY

 

8.1 VIZULO shall not be liable for any lost profits, lost savings, loss of reputation, loss of goodwill, indirect, incidental, punitive, special or consequential damages arising out of or in connection with the Agreement or the sale of any products or services by VIZULO or the use thereof whether or not such damages are based on tort, warranty, contract or any other legal theory – even if VIZULO has been advised, or is aware, of the possibility of such damages.

8.2 VIZULOS’ aggregate and cumulative liability towards Purchaser under any agreement shall not exceed an amount of 10% (ten percent) of the related calendar year turnover from Agreement.

8.3 VIZULO shall not be liable for any damage to property caused by the Product after it has been delivered and whilst it is in the possession of the Purchaser. If VIZULO incurs liability towards any third party for such damage to property, the Purchaser shall indemnify, defend and hold VIZULO harmless.

8.4 Any Purchaser’s claim for damages must be brought by Purchaser within 90 (ninety) days of the date of the event giving rise to any such claim, and any lawsuit relative to any such claim must be filed within one (1) year of the date of the claim. Any claims that have been brought or filed not in accordance with the preceding sentence are null and void.

8.5 The limitations and exclusions set forth above in this section shall apply only to the extent permitted by applicable mandatory law.

 

9. INTELECTUAL PROPERTY

 

9.1 Nothing in the Agreement shall give the Purchaser any rights in respect of any trade names or trademarks used by the VIZULO in relation to the Products or of the goodwill associated therewith, and the Purchaser hereby acknowledges that it shall not acquire any rights in respect thereof and that all such rights and goodwill are, and shall remain, vested in VIZULO.

9.2 Purchaser acquires no rights to any Intellectual Property of VIZULO nor any right or authority to transfer any of the same, including any patents,   trademarks,   trade   names,   copyrights   or other   intellectual   property   rights   relating   to   the Products. Purchaser   shall   not   modify or disassemble any Products; copy, enhance or otherwise reproduce any Products, in whole or in part; or remove, modify or otherwise   tamper   with   notices   or   legends   on   the Products or any labelling on any of the Products.

9.3 VIZULO and the Purchaser are not deemed to have granted any Intellectual Property rights under the Agreement.

9.4 The Purchaser shall not register any internet  domain  name  using  the  name  VIZULO  without  the  VIZULOs’  prior written consent and shall not apply to register a trade mark incorporating the brand VIZULO, any other trademark or any word or mark similar to brand VIZULO.

9.5 Without prejudice to the right of the Purchaser or any third party to challenge the validity of any Intellectual Property of VIZULO, the Purchaser shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with the Intellectual Property of VIZULO and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character.  

 

10. DRAWINGS AND TECHNICAL INFORMATION

 

10.1. All drawings and technical documents relating to the Product or its manufacture submitted by VIZULO to the Purchaser, prior or subsequent to the formation of the Agreement, shall remain the property of VIZULO.

10.2. Drawings, technical documents or other technical information received by the Purchaser shall not, without the consent of VIZULO, be used for any other purpose than that for which they were provided. They may not, without the consent of VIZULO, otherwise be used or copied, reproduced, transmitted or communicated to a third party.

 

11. EXPORT CONTROL

 

11.1 If Purchaser transfers Products (hardware and / or software and / or technology as well as corresponding documentation, regardless of the mode of provision) delivered by VIZULO or works and services (including all kinds of technical support) performed by VIZULO to a third party worldwide, Purchaser shall comply with all applicable national and international (re-)export control regulations. In any event Purchaser shall comply with the (re-)export control regulations of the Republic of Latvia and of the European Union.

11.2 If required to conduct export control checks, Purchaser, upon request by VIZULO, shall promptly provide VIZULO with all information pertaining to particular end purchaser, destination and intended use of goods, works and services provided by VIZULO, as well as any export control restrictions existing. Purchaser shall indemnify and hold harmless VIZULO from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any noncompliance with export control regulations by Purchaser, and Purchaser shall compensate VIZULO for all losses and expenses resulting thereof, unless such noncompliance was not caused by fault of the Purchaser.

11.3 VIZULO’s obligation to fulfil the Agreement is subject to the proviso that the fulfilment is not prevented by any impediments arising out of national and international foreign trade and customs requirements or any embargos or other sanctions. 

 

12. WARRANTY

 

12.1 To the Agreements VIZULO standard warranty rules shall apply and they are an integral part of the Agreement, unless otherwise agreed in writing. VIZULO warranty rules are available at: http://www.vizulo.com/en/vizulo/warranty

12.2 If Purchaser finds Products defective, Purchaser shall fill in and submit to VIZULO warranty claim report in accordance with the warranty rules. Claim report is available at: http://www.vizulo.com/allfiles/files/VIZULO%20product%20warranty_Claim%20Report_28_07_2016(1).pdf

 

13. ANTI BRIBERY

 

13.1 The Purchaser is aware that it is illegal to bribe or make a corrupt payment to an official for the purpose of obtaining or retaining business, directing business to any person, or securing any improper advantage.

13.2 Purchaser confirms that it will comply with national law and European Union law on prevention of bribery, as well as any other law transforming from ratification of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

13.3 Failure to comply with this section is a ground for termination of any Agreement by VIZULO, without incurring any liability of VIZULO towards Purchaser. In the event of such termination:

13.3.1 VIZULO shall be under no obligation to supply any Product to Purchaser; and

13.3.2 Purchaser shall be responsible for and indemnify VIZULO for any damages, claims, penalties or other losses (including attorneys’ fees) that may be asserted against or incurred by VIZULO as a result of Purchaser’s breach of this section; and

13.3.3 VIZULO shall be entitled to any other remedies available at law or in equity.

13.4 The terms of this section shall survive any expiration or termination of the Agreement.

 

14. GOVERNING LAW AND DISPUTE RESOLUTION

 

14.1 All the Agreements shall be governed by Latvian law. In case of dispute with regard to the interpretation of the Agreement, all references to legal standards, actions, concepts etc. shall be construed according to what most nearly approximates the reference in the Latvian legal jurisdiction.

14.2 All the disputes and disagreements, which arise or may arise during the performance of the Agreement or in connection with the Agreement shall be resolved through negotiations, but if no agreement is reached within 30 (thirty) days, the disputes shall be resolved by the court of Latvia  in accordance with laws and regulations of Latvia.

14.3 The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any order, offer, confirmation or Agreement. Nothing in this section shall be construed or interpreted as a limitation on either VIZULOS’ or Purchaser’s right under applicable law for injunctive or other equitable relief or to take any action to safeguard its possibility to have recourse on the other party. 

 

15. TERMINATION

 

15.1 By sending a written notice to the Purchaser, VIZULO may terminate the Agreement or any part thereof with immediate effect without any liability whatsoever, if the Purchaser:

15.1.1 becomes  insolvent  or goes into liquidation  or convenes a meeting to consider a resolution that it be placed in liquidation or suffers  a petition  to be presented  that  it  be placed  in liquidation  or  has an administrative receiver, receiver or manager appointed in respect of all or any of its assets or is adjudicated bankrupt, or takes advantage of any insolvency act;

15.1.2 commits  any  remediable  breach  of  any  of  the  terms  or  conditions  of  Agreement and fails to remedy the breach within 30 (thirty) days of notice of being required to do so;

15.1.3 attempts  to assign  the Agreement  or  any  right  or  obligation under it without VIZULO’s prior written consent;

15.1.4 has made or makes any fraudulent statement, or submission or material misrepresentation to VIZULO;

15.1.5 infringes the Intellectual Property rights of VIZULO.

15.2 Upon an occurrence of any of the events referred to above, all payments to be made by Purchaser under the Agreement shall become immediately due and payable. VIZULO has right to reject all orders of the Purchaser after termination of the Agreement.

 

16. MISCELLANEOUS

 

16.1 All amendments or supplements to the Agreement shall be made in writing and shall be attached to the Agreement as its annexes that, after signed by all parties, shall become integral parts to the Agreement.

16.2 Any waiver by any party or any breach of any provision of Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision thereof.

16.3 Where there is any inconsistency between Terms and Conditions and Agreement, the terms of Agreement shall prevail.

16.4 Each Party shall individually and on its own account pay the taxes applicable to the transactions.

16.5 The Agreement with its annexes constitutes the entire Agreement among the Parties and supersedes any prior understandings, agreements or representations by or among the Parties, or any of them, written or oral, with respect to the subject matter of the Agreement. 

16.6 If any provision of the Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement are not affected or impaired in any way and the parties agree to negotiate in good faith to replace such invalid, illegal and unenforceable provision with a valid, legal and enforceable provision that achieves, to the greatest lawful extent under the Agreement, the economic, business and other purposes of such invalid, illegal or unenforceable provision.

16.7 In addition to the Agreement, the Parties shall sign all other required documents and shall perform all activities reasonably required to facilitate due performance of the Agreement, attainment of its goal and implementation of the rights of the Parties.

16.8 The Agreement shall be binding upon the Parties, their authorised persons, as well as their legal successors.

16.9 The Purchaser shall not assign any rights or obligations under the Agreement without the prior written consent of VIZULO. Purchaser shall have no right to withhold or reduce any payments or to offset existing and future claims against any payments due for Products sold under the Agreement or under any other agreement that Purchaser may have with VIZULO or any of its affiliates may have and agrees to pay the amounts hereunder regardless of any claimed offset which may be asserted by Purchaser or on its behalf.

16.10 Names of sections in the Agreement are used for convenience only and due to this reason they shall not affect interpretation of its content.

16.11 All notifications and claims related to performance of the Agreement shall be delivered to the other Party in writing in English by e-mail or by prepaid letter to the address specified in the Agreement and they shall be deemed received:

16.11.1 If sent by e-mail, then on the next working day after the day of sending;

16.11.2 if sent by registered mail (DHL, TNT, UPS or other), then on the 5th (fifth) day after the day of sending;

16.11.3 if delivered in person against the signature, then on the day they have been delivered to the address of the recipient.

16.12 The Purchaser shall immediately notify VIZULO of changes in their location, representative, bank details and other significant information that may affect due performance of the Agreement. The Purchaser shall accept full liability for failure to duly perform this duty.

16.13 VIZULO reserves the right to modify these Terms and Conditions from time to time and any modifications shall be effective for all orders placed on or after the effective date of such revised Terms and Conditions.