Terms & Conditions

1. "The Company" refers to Zenka Europe UAB.
2. "The Customer" refers to the person who agrees to purchase goods from The Company based on The Company's standard conditions of sale.
3. "The Goods" refers to the articles, or any part of them, that The Company agrees to provide to The Customer in accordance with The Company's standard conditions of sale.

1. 2.1 These Terms and Conditions shall apply to all accepted orders and the supply of goods, establishing the agreement between The Company and The Customer. This regulation may also prohibit the omission or limitation of liability. Any contradictory provisions, guarantees, or statements mandated by law, trade tradition, practice, or previous dealings, except regarding ownership, shall be excluded accordingly.
2. 2.2 Placing an order or making changes to an existing order shall be considered as an offer to enter into a contract based on these terms and conditions. All orders and amendments to orders shall be confirmed in written form via email by The Company's authorized representatives for documentation and execution purposes.

The acceptance of purchase orders is contingent upon the availability of goods and written approval by an authorized representative of The Company. A binding agreement between the parties will not be established until written confirmation is provided. Any prior confirmations from The Company are considered to be provisional in nature.

1. 4.1 Administrative costs or surcharges may apply to the price.
2. 4.2 The cost of delivery is not encompassed in the stated price and will be invoiced separately.
3. 4.3 The Company's catalogs, price lists, and promotional materials are solely intended to provide an indication of the preferred price and assortment of goods available. Descriptions or other details included in such materials are not binding on The Company.

1. 5.1 Unless expressly agreed upon in written form by The Company, the prices stated do not include any delivery charges incurred by The Customer. The Company retains the right to impose charges for delivery to the agreed-upon destination.
2. 5.2 The Company may opt to deliver the goods in installments, with each delivery constituting a separate contractual agreement. If The Customer fails to accept or make payment for any installment, The Company may choose to withdraw or delay further deliveries. Any complaints or claims by The Customer regarding one or more installments do not authorize The Customer to consider the entire contract as terminated.
3. 5.3 The Company bears no liability to The Customer for shortages in quantities delivered or for goods damaged or lost during transit prior to delivery, unless The Customer promptly notifies The Company in writing, providing full details of the alleged shortages or damages within three days of delivery.
4. 5.4 The Customer assumes responsibility for all shipping costs and any additional charges that may apply. The title and risk of loss are transferred to The Customer upon delivery of the Products to the carrier. While Zenka Europe provides estimated delivery dates, it shall not be held liable for any delays in delivery. Zenka Europe reserves the right to make partial shipments, and The Customer is obligated to accept and pay for the delivered Products. A delay in the delivery of any part of an Order does not entitle The Customer to cancel subsequent deliveries.

1. 6.1 The goods shall remain the property of The Company until full payment for the goods and all other outstanding amounts owed by The Customer have been received.
2. 6.2 The Company reserves the right, without affecting The Customer's obligations, to reclaim possession of the goods as long as they remain the property of The Company. This provision does not grant The Customer the right to return the goods. Additionally, The Company may pursue legal action to recover the payment, even if ownership of the goods has not been transferred to The Customer.

1. 7.1 Unless otherwise agreed, payment in full must be received by The Company before the goods are dispatched. Customers are required to make payment by bank transfer.
2. 7.2 The Company reserves the right to impose additional charges resulting from the provision of inaccurate, misleading, missing, or incomplete information by The Customer.

1. 8.1 Unless otherwise stated in writing, all goods are covered by a warranty of twenty days. The Company may vary the warranty in writing before delivery. The warranty will be void under the following circumstances: (1) removal of labels, (2) bending of pins in I.C.s, (3) damage caused to the product.
2. 8.2 Unless otherwise communicated in writing to The Customer, The Company provides a warranty that the Goods will be free from defects in material and quality for twenty days from the date of receipt by The Customer, subject to the following conditions:
   1. 8.2.1 Any defect arising from failure to follow The Company’s instructions, misuse, repair, or modification of the Goods without The Company’s approval, fair wear and tear, willful damage, negligence, or abnormal working conditions.
   2. 8.2.2 The Company shall not be liable under the warranty if the Goods' full payment has not been made by or before the due date of payment.
   3. 8.2.3 The Company shall be under no liability under the above warranty unless it receives a written notice that the goods are defective. Should such circumstances occur, the written notice shall be sent by The Customer and only be accepted by The Company in non-editable format with official/recognized stamp and signature (of The Customer) mentioning such defective details/information within the twenty days of the warranty period.
3. 8.3 In case the customs are not cleared within three days of arrival to customs, the twenty-day warranty of the goods period begins on the fourth day of arrival. It is the customer's responsibility to clear the customs. If the goods are destroyed by customs, The Company has no liability against The Customer.

1. 9.1 In case of defective Goods as described in section (8) above, The Customer must provide the invoice number related to the faulty product before returning it. The Customer must send an official written request in a non-editable format with an official/recognized stamp and signature expressing their intention to return the Goods. The Customer may incur losses due to price erosion or obsolescence if the Goods are returned. The products must be returned in their original, undamaged packaging with all original materials. If the product is partially returned or returned in a non-original condition, The Company reserves the right to charge The Customer for bringing the product to a saleable condition.
2. 9.2 The Customer is responsible for all costs and risks associated with returning the goods, including customs issues and fees. If the returned products have no problems or defects, The Customer will be charged for inspections. The Company reserves the right to inspect or test all the goods that Customer claims are defective. If the returned product is found to meet the product number's specifications and functions properly, there shall be no replacement or exchange.
3. 9.3 Unless otherwise stated, The Customer is obligated to provide a functional failure test report from an independent and ISO certified test house to be able to apply for a return process.

1. 10.1 Following condition number 8 above, The Company shall be under no liability, whether or not due to The Company’s negligence or wilful default, its servants, agents arising out of completion with the Goods or the contact. All conditions, terms, or warranties, whether express or implied, statutory or otherwise, are with this excluded.
2. 10.2 Any liability of The Company for death or personal injury resulting from The Company’s negligence or its servants or agents:
   1. 10.2.1 Any liability of The Company for breach of its implied undertakings as to title, and
   2. 10.2.2 Where The Customer deals as a consumer, any liability of The Company for breach of its implied undertakings as to the goods’ conformity with description.

1. 11.1 The Company or its owner shall retain the copyright of the software applications that are provided along with or independently from the Goods. The Customer must obtain written consent from The Company before partially or fully reproducing or modifying such software applications.
2. 11.2 The Company cannot guarantee that the software applications are virus-free or error-free. No implied conditions or warranties are made regarding this matter.

1. 12.1 In the event that The Customer fails to fulfill any of its obligations under the contracts or if The Customer's financial condition is approaching bankruptcy, The Company reserves the right to assess the continuation of the contract based on the specified payment terms. Without prejudicing any other rights it may have, The Company may choose to suspend or cancel any order or delivery unless The Customer fulfills the required payment for the ordered goods as specified by The Company.
2. 12.2 If an order or delivery is canceled or suspended by The Company, The Customer shall be liable to indemnify The Company against any losses, costs, damages, charges, and expenses incurred as a result of such order or suspension cancellations.

1. 13.1 The Company shall not be held responsible for any failure or incomplete fulfillment of its contractual obligations resulting from circumstances beyond its control or the control of its suppliers. These circumstances include, but are not limited to:
   • War, sabotage, insurrection, riot, civil disobedience, or any other similar act;
   • Acts committed by The Customer or a third party, transportation delays or failures;
   • Acts by the government, or any agency or subdivision thereof, government regulations, judicial actions, labor disputes, or strikes;
   • Acts of nature, including but not limited to floods, storms, accidents, fires, explosions, illnesses, or other similar events;
   • Delay in delivery to The Company or The Company’s supplier, labor shortage, fuel shortage, raw material shortage, machinery shortage, or technical failure.
2. 13.2 In any such event, The Company may cancel or modify the contract's terms without liability, including extending the time to perform the contract by at least the same duration as the time lost due to the event.

1. 14.1 If The Company cancels or suspends an order or delivery, The Customer must indemnify The Company for all losses, costs, damages, charges, and expenses arising from the cancellation or suspension upon request.
2. 14.2 The Customer must follow all instructions and regulations provided by The Company regarding the use, processing, storage, and sale of the goods. The Customer shall indemnify The Company for any cost, claim, demand, expenses, or liability resulting from or related to such use, processing, storage, or sale.

The Customer is not allowed to transfer, assign, or attempt to transfer or assign the contract or its benefits to any other individual or entity.

In case of an unsolved dispute, The Company holds the authority to designate an arbitrator.

The Company is authorized to delegate the execution of the contract or some parts of it to a third party.

The laws of Lithuania shall apply to and govern the contract. Any disagreements related to the contract shall be heard in the courts of Lithuania, which shall have non-exclusive jurisdiction over such disputes.

The titles of these terms and conditions are for ease of reference only. They do not impact the interpretation of the terms.