4. Conclusion of the transaction

• 4.1. The Buyer sends PERKONS ENERGY an enquiry about the goods of interest by e-mail or other means accepted by PERKONS ENERGY.
• 4.2. After receiving the order and the information, PERKONS ENERGY prepares the offer. The offer is sent to the Buyer, who is obliged to accept it. At the same time, if the Buyer has any objections to the offer, he must notify PERKONS ENERGY within 3 (three) working days. If the Buyer fails to notify PERKONS ENERGY of its objections within the aforementioned period, it shall be presumed that he has no objections to the offer.
• 4.3. If the Buyer has duly placed the order, PERKONS ENERGY may prepare an order confirmation without preparing a separate offer.
• 4.4. The Buyer is obliged to cooperate actively and to provide in good time all the necessary information relating to the necessary goods, their specific characteristics or intended use.
• 4.5. The Contract is concluded when the Buyer accepts PERKONS ENERGY’s offer, when PERKONS ENERGY issues an order confirmation following receipt of the Buyer’s order or when PERKONS ENERGY receives the advance payment.
• 4.6. In any event, PERKONS ENERGY shall have the right to postpone the commencement of the order or to suspend the order until full payment in advance has been received from the Buyer. The advance payment shall be 50% (fifty percent), unless a different advance payment amount results from an invoice issued by PERKONS ENERGY or an agreement signed separately by the parties.
• 4.7. In any event, payment of the advance payment shall constitute acceptance by the Buyer of the Offer and of these Terms and Conditions.
• 4.8. Prior communications and correspondence between the Buyer and PERKONS ENERGY employees, including oral discussions or emails, shall not be binding on PERKONS ENERGY until such terms, conditions and obligations have been included in writing in a confirmed offer from PERKONS ENERGY.
• 4.9. Changes or additions to the contract (confirmed offer or mutually accepted order confirmation) shall only be binding on PERKONS ENERGY after written confirmation by PERKONS ENERGY.
• 4.10. PERKONS ENERGY has the right to unilaterally cancel a previously made offer if the Buyer’s explicit confirmation is not received or if the necessary clarifying (additional) information is not received. In such case, PERKONS ENERGY shall have no negative consequences or liability for non-fulfilment of the order, but shall refund the advance payment received (if any, and if it is not wholly or partly forfeitable, in relation to PERKONS ENERGY’s expenses in connection with this order or the commenced execution of the order).

5. Transfer and transport of goods

• 5.1. PERKONS ENERGY sells and delivers products on the ex-works basis at the PERKONS ENERGY plant at “Bezdeligas”, Ciemupe, Ogresgals parish, Ogre county, Latvia, LV-5001. Another place of transfer or delivery shall be deemed to be contracted if explicitly approved by delivery costs and delivers the goods to the place specified in the order confirmation. Other delivery terms, place of delivery or transfer shall be deemed to have been agreed if PERKONS ENERGY’s clear confirmation has been received.
• 5.2. PERKONS ENERGY shall notify the Buyer of the delivery status and estimated delivery time of the Goods as indicated by the intended transport company. The Buyer shall be obliged to purchase and accept (including unload) the goods at the time notified by PERKONS ENERGY or its designated transport company as the time of delivery of the goods.
• 5.3. If the Buyer refuses to accept the goods, fails or delays to unload the goods or fails to provide information and instructions necessary for unloading or handing over the goods, all costs of downtime or temporary storage of the goods shall be borne and reimbursed by the Buyer. Temporary storage of the Goods after the scheduled delivery date shall be at the Buyer’s risk (the Buyer shall also be liable for the risk of accident). In such event, the Buyer shall bear all additional costs, including storage costs, at the rates of PERKONS ENERGY or PERKONS ENERGY’s chosen storage service provider.
• 5.4. Unloading of the Goods at the place of delivery shall be at the Buyer’s expense and shall be provided independently by the Buyer.
• 5.5. In the event that the Buyer fails to accept the delivered goods for a prolonged period of more than 3 (three) days, PERKONS ENERGY shall be entitled to unilaterally terminate the contract, without prejudice to the right to claim full compensation for the costs incurred and/or any loss or damage suffered. In such case, the advance paid by the Buyer (purchase price or part thereof for the goods) shall not be refunded and shall be retained by PERKONS ENERGY.
• 5.6. Upon acceptance of the goods (transfer to the Buyer, to a person designated by the Buyer or to a place of unloading of the goods – e.g. a warehouse), all risk for the preservation of the goods, including the risk of accidents passes to the Buyer. Provisions regarding the transfer of risk shall also apply in the case of partial deliveries to the part of the order actually delivered.
• 5.7. In the normal case, the moment of acceptance of the goods is deemed to be the signing of the transport accompanying documents by the person accepting the goods. The Buyer shall ensure that the transport accompanying documents are signed at the place of delivery by persons authorised to do so and PERKONS ENERGY shall be entitled to rely that the persons at the place of delivery are authorised to accept the goods on behalf of the Buyer.
• 5.8. If the parties have agreed on other delivery terms when confirming the order, the Buyer shall be obliged to purchase and accept the Goods when they are delivered, in accordance with the confirmed order and as set out in these Terms and Conditions.
• 5.9. PERKONS ENERGY is obliged to comply with foreign regulations regarding packaging, weighing and customs only if the Buyer has provided PERKONS ENERGY with detailed information in good time. Additional costs resulting from additional requirements shall be borne by the Buyer.
• 5.10. Delivery times are forecasts made taking into account the information available to PERKONS ENERGY as the seller about the availability of the goods and possible delivery times. The estimated delivery time shall start to run from the last day on which these conditions are met:
  • 5.10.1. on the day the contract is concluded (confirmed offer or mutually confirmed order);
  • 5.10.2. on the day PERKONS ENERGY receives the necessary information (specifications, etc.) required for the sale of the goods;
  • 5.10.3. on the day PERKONS ENERGY receives the advance payment in full.
• 5.11. PERKONS ENERGY shall not be deemed to be in delay if the delivery time is exceeded until the Buyer has given written notice of PERKONS ENERGY’s delay, PERKONS ENERGY has been given sufficient time to perform and PERKONS ENERGY continues to delay performance without reasonable excuse.
• 5.12.If the delay in delivery is due to delays by suppliers or transport service providers, or due to other circumstances beyond PERKONS ENERGY’s direct control, the delivery time will be extended as necessary without PERKONS ENERGY being liable for delay or damages.
• 5.13. The Parties acknowledge that PERKONS ENERGY does not provide goods transportation services itself and that these are provided by independent external providers. PERKONS ENERGY is not responsible for the performance of these external service providers. The Buyer may specify its preferred freight forwarder when placing an order. Delivery times may vary due to delays or faster delivery by companies in the supply chain.
• 5.14. The Buyer shall not be entitled to refuse acceptance of the Goods or acceptance of delivery on the grounds of a minor deviation or quantity variation, notwithstanding any other rights of the Buyer under these Terms and Conditions.
• 5.15. The Buyer shall independently secure all necessary authorisations to export, import, transport and use the Goods, including by providing truthful information to the authorities and persons concerned about the purchase transaction and the intended use of the Goods. The Buyer shall inform PERKONS ENERGY in advance if the receipt or necessity of such authorisations may affect the purchase or acceptance of the goods.
• 5.16. The Buyer shall cooperate and provide all information necessary for the completion of customs formalities, if such formalities are required for the delivery of the Goods.
• 5.17.Without prejudice to any other terms and conditions relating to the extension of delivery time of the goods, such time shall be extended by the period of time which PERKONS ENERGY incurs as a result of the Buyer’s failure to fulfil its obligations, or the Buyer’s cooperation (including the receipt of information, confirmations, approvals or clarifications) in relation to the execution of the order will be needed, until such cooperation is received in full from the Buyer.
• 5.18. The Buyer shall be entitled to terminate the Contract only if the notified or extended delivery time is exceeded (missed) by more than 8 (eight) weeks, except in cases of delay caused by force majeure or the Buyer’s own delay. However, the Buyer shall not be entitled to penalties or compensation for damages upon termination of the Contract.
• 5.19. Exceeding the delivery time, for whatever reason, shall not entitle the Buyer to perform the Contract itself or by commissioning a third party, without PERKONS ENERGY or without the approval of a court of competent jurisdiction.
• 5.20. The transfer or delivery of parts shall be permitted and shall not be refused or unaccepted by the Buyer. The associated additional transport costs (if delivery is agreed) shall be PERKONS ENERGY’s costs unless delivery of the Parts is not at the Buyer’s request or is not provided for in a confirmed order.
• 5.21. PERKONS ENERGY products are packaged according to normal transport requirements and commercial practices. Any additional or special packaging must be requested and provided by the Buyer or, if agreed in advance, may be provided by PERKONS ENERGY at the Buyer’s expense.
• 5.22. PERKONS ENERGY will not accept unsolicited returns unless PERKONS ENERGY has given its clear prior written consent. The return of the Goods shall be at the Buyer’s expense and risk.
• 5.23. The penalty for delay in delivery replaces any right to reparation and compensation for damages is included in the penalty. Such penalty shall not exceed 0,25% of the part of the order delayed for each full week of delay, up to a total of 5% of the price of the part of the order delayed. Such penalty shall not be payable if the delay in delivery is the result of force majeure or if the delivery period originally scheduled has been extended in accordance with these Terms and Conditions.

6. Payment procedure

• 6.1. Upon acceptance of the offer, the Buyer shall pay the advance. The amount of the advance payment shall be 50% (fifty percent) of the total value of the order, unless PERKONS ENERGY has specified a different amount in writing in the offer.
• 6.2. The Buyer shall pay the remaining amount to PERKONS ENERGY no later than 14 (fourteen) days after delivery, unless PERKONS ENERGY has specified a different payment term for the remaining sum in writing in the offer.
• 6.3. Unless otherwise stated in writing or on the invoice issued, any payments based on the invoice must be made within 14 (fourteen) days of the date of the invoice to PERKONS ENERGY’s bank account. The date of payment shall be the date on which PERKONS ENERGY’s bank account is credited.
• 6.4. In case of doubt, the Buyer shall check with PERKONS ENERGY that the payment details on the invoice are correct.
• 6.5. In the event of a transfer or delivery of parts, PERKONS ENERGY shall be entitled to invoice separately for the transfer or delivery of each part. PERKONS ENERGY shall be entitled to demand payment for the delivery of a part before the delivery of the remainder.
• 6.6. If the Buyer fails to fulfil its payment obligations in due time and the delay exceeds 30 (thirty) days, PERKONS ENERGY shall be entitled to terminate the contract by unilateral cancellation of the confirmed order, without prejudice to PERKONS ENERGY’s right to compensation.
• 6.7. PERKONS ENERGY prices are quoted and payment is to be made in Euro (EUR) unless there is an explicit indication to use another currency.
• 6.8. If PERKONS ENERGY and the Buyer have agreed on a price in a currency other than Euro (EUR), the exchange rate quoted by PERKONS ENERGY’s bank on the date of order confirmation shall apply.
• 6.9. Value Added Tax (VAT) is payable on top of the prices quoted at the applicable rate.
  • 6.9.1. For deliveries within the European Union, the Buyer shall, in good time before the order is confirmed, provide full registration details (name, registration number, address) and its VAT registration number, as well as proof of VAT registration (certificate) to prove that the VAT is not applicable. If the delivery is not organised by PERKONS ENERGY, the Buyer is obliged to provide PERKONS ENERGY, immediately upon acceptance of the goods from PERKONS ENERGY, with a transport document confirming the export of the goods from the Republic of Latvia. In case of incomplete information, failure to submit documents in time or in case of uncertainty, PERKONS ENERGY shall be entitled to charge VAT.
  • 6.9.2. For sales where the Buyer purchases the goods outside the European Union, the Buyer shall provide PERKONS ENERGY with the Buyer’s full registration details (name, registration number, address), its VAT registration number, proof of VAT registration (certificate) and the intended country of destination of the goods before the order is confirmed. For sales (including deliveries) outside the European Union, PERKONS ENERGY shall have the right to subsequently calculate and charge the Buyer the amount of the statutory tax if the Buyer has organised the transport of the goods itself and fails to provide PERKONS ENERGY with proper proof of export (appropriate customs declaration and transport documents) in due time, but no later than within one month.
• 6.10. PERKONS ENERGY shall include in its offer all taxes, duties and charges related to customs clearance and services required for customs clearance for the import and purchase of goods for delivery in the EEA and the UK. The Parties may agree separately on the deliveries, duties, taxes and other payments in connection with deliveries to other countries. Delivery costs (including taxes, duties and charges relating to customs clearance) not included in PERKONS ENERGY shall be borne by the Buyer.
• 6.11. The display of prices (including on the website, in communication, in advertising leaflets) is always without obligation and is based solely on the prices applicable at the time. The prices quoted cannot be relied on by other parties in legal proceedings, nor shall they be relied on until both parties have confirmed the order.
• 6.12.If one or more of the cost-determining factors increase after the conclusion of the contract but before the goods are handed over (or delivered), for example but not limited to increases in duties and/or taxes, wages, manufacturer/supplier prices, transport prices, VAT or currency fluctuations – even if this is due to foreseeable circumstances – PERKONS ENERGY is entitled to unilaterally increase the agreed price accordingly.
• 6.13. Prices and product availability listed on the PERKONS ENERGY website and offers may be subject to clerical, calculation or programming errors. For these reasons, it is essential to mutually agree and confirm the offer.
• 6.14. The return of used packaging, if agreed in writing, is not included in the price and will be charged separately to the extent not required by mandatory legal provisions.

7. Inspection and conformity of goods

• 7.1. The Buyer checks the goods received and their functioning within 5 (five) working days after acceptance (delivery). If this period has elapsed and the Buyer has not submitted to PERKONS ENERGY a written claim with justified complaints, the goods shall be deemed to have been received and accepted in good condition and in conformity with the order and the contract.
• 7.2. If the goods are defective in a way that does not affect or hardly affects their intended use, the goods shall be deemed to have been accepted notwithstanding such defects, provided that the defects do not prevent normal use. PERKONS ENERGY will remedy such defects as soon as possible.
• 7.3. Without prejudice to PERKONS ENERGY’s obligation to comply with its warranty obligations within the time limits set out in Annex 1, acceptance of the Goods under this Section shall exclude any claim or demand by the Buyer as to the conformity of the Goods or breach of PERKONS ENERGY’s obligations.
• 7.4. PERKONS ENERGY may also sell goods that are not certified for use at the relevant market, therefore, unless PERKONS ENERGY’s separate statement for a particular product indicates otherwise, it cannot be tacitly assumed that the product is certified or conformity marked and the Buyer assumes the necessary certification and proof of conformity, if any, for the operation of the product.

8. Preservation and transfer of property rights

• 8.1. PERKONS ENERGY shall retain property rights to all goods sold or delivered by PERKONS ENERGY to the Buyer until the Buyer has paid in full for the goods and has fulfilled all its payment obligations under these Terms and Conditions and until the Buyer has satisfied PERKONS ENERGY’s claims for performance of such obligations.
• 8.2. Until the Buyer has acquired property rights to the Goods, the Buyer may not pledge, alienate, encumber with other property rights or obligations, or transfer to third parties for use or possession.
• 8.3. In the event that the Buyer has not fulfilled all payment obligations but the goods have already been delivered to it and a petition (or proceedings) is filed for the insolvency, bankruptcy, liquidation or legal protection of the Buyer or the goods are transferred or taken over by a third party, PERKONS ENERGY shall have the right (but not the obligation) to take back the delivered (transfered) but not yet paid for goods which are the property of PERKONS ENERGY without notice or judicial  interference.
• 8.4. In the event that the Buyer has not fulfilled all payment obligations but the goods have already been delivered to him and PERKONS ENERGY has given prior notice to that effect, PERKONS ENERGY shall have the right (but not the obligation) to take back the delivered (transfered) but not yet paid for goods, which are the property of PERKONS ENERGY, without judicial intervention. The Buyer shall be obliged to return such goods to PERKONS ENERGY.
• 8.5. The Buyer is obliged to inform in a timely manner all parties involved, including the insolvency administrator, bailiff, liquidator, trustee, other creditors or third parties, if the goods in the Buyer’s possession are the property of PERKONS ENERGY.

9. Payment default

• 9.1. In addition to the cases provided for by applicable law, it is considered that the Buyer have not fulfilled and/or will not fulfill its obligations if:
• • 9.1.1. The Buyer is insolvent or in liquidation;
  • 9.1.2. The Buyer’s business activities are suspended, interrupted or terminated;
  • 9.1.3. The Buyer applies for legal protection or other equivalent interim measure, which may lead to suspension of payment or recovery;
  • 9.1.4. Any lawful securing of claims or attachment of the Buyer’s property by a third party.
• 9.2. For each day of delay in payment, the Buyer shall pay to PERKONS ENERGY contractual default interest of 0.1% (one tenth of one percent) per day on the unpaid amount.
• 9.3. Any payments made by the Buyer shall be credited first to interest and disbursements and only then to the principal amount of the invoice.
• 9.4. If the Buyer disagrees with an invoice sent by PERKONS ENERGY or has other objections, the Buyer shall notify PERKONS ENERGY in writing within 5 (five) days of the date of the invoice, stating the grounds for the objection. In the absence of such objection, the Buyer shall be deemed to have accepted the invoice.
• 9.5. Clearing against any monetary claims of the Buyer for the amount invoiced by PERKONS ENERGY is only possible with the separate consent of PERKONS ENERGY.
• 9.6. PERKONS ENERGY shall have the right to require full prepayment or security by including this condition in an offer to be mutually agreed between the Parties.
• 9.7. If this security or prepayment is not provided in accordance with PERKONS ENERGY’s requirements, PERKONS ENERGY shall be entitled to suspend performance of the contract and the order and to terminate the contract unilaterally by cancelling the confirmed order. In this case, PERKONS ENERGY’s right to receive payment or compensation for the work performed and to damages shall not be diminished.

10. Additional provisions

• 10.1. The Parties are duly informed and do not object to the processing of personal data for the purposes of the performance of the contract, including for the purpose of ensuring the recording of the transaction, making transfers, requesting fulfillment of obligations and protecting their interests during the limitation period. As the Parties are economic operators (professional user and seller), the purpose of the processing of personal data relates to the processing of data of economic operators (including the processing of data of board members and representatives of legal persons).
• 10.2. The Parties shall ensure that all their employees and any person processing personal data in the performance of the contract undertakes to respect the confidentiality of personal data, which shall remain in perpetuity.
• 10.3. The Parties confirm that each will comply at all times with the rules applicable to them for the protection of personal data, including by implementing adequate technical and organisational measures to protect personal data.
• 10.4. PERKONS ENERGY shall be entitled not to proceed or not to continue with the execution of the order (including by unilateral cancellation of the order) or to proceed with the execution of the order under different conditions or general product specification if it turns out that the data or information provided by the Buyer and which is important for the execution of the order or agreement is incorrect and/or incomplete or in case the Buyer fails to provide additional clarifying information in a timely manner.
• 10.5. If the Goods are moved to or used in a country or territory other than the original territory where PERKONS ENERGY sold them, the Buyer and the subsequent owners of the Goods are responsible for compliance of such action with the patents, designs and other intellectual and industrial property rights of others in force in that country or territory.
• 10.6. The Buyer is obliged to comply with the technical and usage information (including instructions and directions for use) provided by the manufacturer of the product and/or on PERKONS ENERGY’s website and/or provided by PERKONS ENERGY to the Buyer together with the offer or when fulfilling the order.

11. Warranty

• 11.1.Without prejudice to its statutory liability, PERKONS ENERGY warrants the goods (products) sold by it to the extent specified for the particular product in Annex 1 to these General Terms and Conditions or in the PERKONS ENERGY offer. If the warranty is not specified in Annex 1 or in PERKONS ENERGY’s offer, this means that the amount and duration of the warranty has not been granted for the goods sold. The warranty period shall run from the date on which the goods are ready for delivery to the Buyer. Warranty, unless otherwise stated, means that the goods will be free from defects in materials or manufacturing defects which would render them unfit for their intended purpose.
• 11.2. Minor deviations from the original condition of the goods do not entitle as to the repair or replacement of the goods.
• 11.3.In the event of a warranty claim, PERKONS ENERGY may, at its sole discretion, repair the defect or replace the delivered product free of charge.
• 11.4. The Buyer shall bear all transport costs for sending the goods to PERKONS ENERGY for inspection and warranty repair, as well as transport costs to the Buyer after warranty repair or inspection.
• 11.5. No warranty or other liability of PERKONS ENERGY shall apply to defects or nonconformities arising in whole or in part out of or caused by:
  • 11.5.1. failure to comply with the manufacturer’s operating instructions or technical specifications;
  • 11.5.2. use of the product other than its normal intended use or misuse;
  • 11.5.3. wear and normal deterioration;
  • 11.5.4. third party repair, alteration or modification of the goods;
• 11.6.Complaints about immediately detected defects must be submitted in writing as soon as possible after their discovery. The Buyer shall promptly deliver to  PERKONS ENERGY the goods for which the Buyer has made a complaint.

12. Liability and its limits

• 12.1. PERKONS ENERGY shall not be liable for any failure to perform its obligations if caused by circumstances beyond PERKONS ENERGY’s reasonable control (force majeure), including but not limited to natural disasters, accidents, epidemics, war, threat of war, war-like conditions, insurrection, threat of civil war, riot, military or civil subversion, blockade, embargo, lockout, employee strike, fire, flood, hurricane or other storm, earthquake, landslide, lightning, failure of suppliers to perform their obligations, failure of carriers to perform their obligations, general shortage of working materials, serious transport accidents, as well as regulations, laws, orders, decisions and other regulatory enactments issued by public authorities, administrative and municipal bodies.
• 12.2. PERKONS ENERGY disclaims any liability arising out of the pre-contractual relationship or the Buyer’s alleged reliance on particular prices, availability or delivery times. PERKONS ENERGY’s obligations with respect to the availability and pricing of specific goods arise only from a mutually confirmed and non-cancelled order.
• 12.3. PERKONS ENERGY accepts no additional liability for its obligations, except as provided in the applicable warranty terms, including the exclusion of liability for damages other than those arising from the goods themselves.
• 12.4. PERKONS ENERGY shall only be liable under the Terms and Conditions if the damage arises from a failure to fulfil its obligations for the following reasons: intention and gross negligence of PERKONS ENERGY; culpable damage to life or health; defects which are deliberately concealed or where PERKONS ENERGY expressly warranted that no such defect existed; arising from liability for goods under warranty; where PERKONS ENERGY’s liability is based on mandatory provisions of law.
• 12.5. PERKONS ENERGY’s liability for indirect and incidental loss or damage, non-essential loss or damage, business interruption damages, lost profits, environmental damage, loss or damage arising from liability to third parties (including delay or impossibility of performance of other contracts) is excluded.
• 12.6.If, notwithstanding the Terms and Conditions, PERKONS ENERGY has any liability for any reason, such liability shall be limited to (1) the damages normally provided for in the contract and (2) an amount equal to the net invoice value of the products concerned, provided that PERKONS ENERGY shall only be liable to the extent equal to the invoice value of each offer (whichever is the lesser). A single event/claim shall be deemed to be multiple related events resulting in loss or damage.
• 12.7. Any claims must be submitted to PERKONS ENERGY no later than 1 (one) year from the date of acceptance of the goods, unless a longer limitation period is provided for by mandatory legal provisions.
• 12.8. For the purposes of compliance with EU Battery Regulation and any applicable national legislation implementing or supplementing such regulation, the Buyer shall be deemed the “Producer” with respect to any batteries placed on the market in their respective jurisdiction. Accordingly, the Buyer assumes full and exclusive responsibility for all obligations, duties, and liabilities arising therefrom, including but not limited to registration, reporting, labeling, collection, recycling, and financing obligations. PERKONS ENERGY shall bear no liability for such regulatory compliance once the batteries are placed on the market by the Buyer.

13. Suspension and termination of orders

• 13.1. If the Buyer fails to perform, performs improperly or not in a timely manner its obligations under the contracts, the confirmed order or the Terms and Conditions; or if there are reasonable grounds to believe that the Buyer is not or will not be able to perform its obligations to PERKONS ENERGY; or in case of insolvency, liquidation, suspension of the Buyer’s business or bankruptcy; or in the event of deferment or suspension of payment, PERKONS ENERGY shall have the unilateral right to suspend performance of any order or terminate the Contract without PERKONS ENERGY being obliged to pay any compensation, but without prejudice to any other rights PERKONS ENERGY may also have in connection with termination of the Contract.
• 13.2. In the event of termination of the contract or cancellation of the confirmed order due to the fault or act (omission) of the Buyer, PERKONS ENERGY shall retain the advance paid (purchase price or part thereof) and may claim from the Buyer reimbursement for goods already purchased or ordered by the manufacturers, PERKONS ENERGY’s expenses for storage of the goods (parts thereof) or execution of orders (if the retained advance does not cover these amounts). Such payments shall not, however, create Buyer’s title to the goods or parts thereof.
• 13.3. The Buyer shall not have the right to unilaterally cancel a confirmed order. If the Buyer nevertheless cancels a confirmed order in whole or in part for any reason, the Buyer shall reimburse PERKONS ENERGY for all costs reasonably incurred in fulfilling the order, without prejudice to PERKONS ENERGY’s right to claim performance of the Buyer’s obligations and/or compensation for damages.

14. Final provisions

• 14.1. The Buyer shall ensure that the funds used for payment are legal. The Buyer shall be liable for damages and consequences if the funds used for payment are frozen, confiscated or declared to be the proceeds of crime. If PERKONS ENERGY credit institution requests additional information in relation to anti-money laundering and anti-proliferation financing regulations or international or national sanctions compliance requirements, the Parties shall cooperate and promptly provide PERKONS ENERGY credit institution with all necessary information.
• 14.2. PERKONS ENERGY shall have the right to terminate this Contract or not to continue its performance if such necessity arises from national or international sanctions that have been imposed against the parties involved and which are binding on the Republic of Latvia.
• 14.3. By placing an order, the Buyer confirms that the order will not violate any applicable national or international sanctions and the Buyer is entitled to purchase the goods ordered.
• 14.4. PERKONS ENERGY shall be entitled to request, and the Buyer undertakes to provide, promptly upon PERKONS ENERGY’s request, the information and documents requested by PERKONS ENERGY which are necessary for the performance of the Buyer’s orders and/or for the performance of PERKONS ENERGY’s obligations imposed by laws and regulations, including but not limited to information and documents necessary for the Buyer’s research.
• 14.5. In the event of resale of the Goods, the Buyer shall be fully responsible for any third party’s non-compliance with applicable law, including to ensure that the Buyer’s actions do not violate international sanctions.
• 14.6. Any information received by the Buyer from PERKONS ENERGY, other than generally available information, including information made public by PERKONS ENERGY or the product manufacturer, which relates to the activities of the Parties and affects their interests, shall be considered confidential. Exceptions to confidentiality are where a Party discloses information to its consultants, the information is disclosed to the credit institutions involved, or the Parties use the information in litigation or enforcement proceedings to protect their interests, or where disclosure is required by applicable law.
• 14.7. Unless otherwise agreed by the parties, PERKONS ENERGY may disclose the fact of cooperation between the parties and the sale (use) of PERKONS ENERGY products for advertising or publicity purposes.
• 14.8. PERKONS ENERGY has the right to unilaterally amend these Terms and Conditions by posting a notice on PERKONS ENERGY’s website 5 (five) calendar days before the amendment (the new version of the Terms and Conditions) comes into effect (unless PERKONS ENERGY has specified a different effective date). In any event, the amendments to the Terms and Conditions (as amended) shall apply and be binding in respect of all contracts, order confirmations made after the amendments to the Terms and Conditions come into force.
• 14.9. If one or more clauses of these Terms and Conditions are inapplicable or invalid, the validity of the other clauses shall not be affected and the inapplicable or invalid clause shall be replaced by another clause which is as consistent as possible with the intention of the Parties, to the extent permitted by applicable law, with the regulation which was contained in the replaced clause.
• 14.10. The Buyer is responsible for ensuring that persons acting on its behalf and/or conducting correspondence from the Buyer’s domain email are entitled to make binding representations, orders, instructions and confirmations to the Buyer. PERKONS ENERGY shall be entitled to rely on such communications as binding on the Buyer.
• 14.11. To the extent that these Terms and Conditions are also written in a language other than English, the text of these Terms and Conditions in English shall always prevail in the event of any differences or questions of interpretation of the clauses.

15. Applicable law and dispute settlement procedures

• 15.1. The Parties will endeavour to resolve any disagreements through negotiation.
• 15.2. All relations between PERKONS ENERGY and the Buyer, purchase and supply contracts, orders and confirmations thereof, as well as agreements to which these Terms and Conditions apply in whole or in part, shall be concluded and negotiated in accordance with the laws of the Republic of Latvia. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG or Vienna Convention) is not excluded.
• 15.3. The place of registration of PERKONS ENERGY in the Republic of Latvia shall be deemed to be the place of performance of the Agreement and PERKONS ENERGY’s obligations.
• 15.4. Any disputes arising out of the relationship between PERKONS ENERGY and the Buyer (including disputes relating to purchase and supply agreements, orders and their confirmations, the parties’ mutual liability and liability for goods sold) shall be subject to in a court of general jurisdiction of the Republic of Latvia, at PERKONS ENERGY’s registered office.
• 15.5. Further to Clause 15.4 of these Terms and Conditions, PERKONS ENERGY shall also be entitled, at its option, to institute any legal proceedings and disputes before any court of the Buyer’s jurisdiction, in particular in relation to seeking interim relief and injunctions, the recovery of sums or the enforcement of judgments.