Garantiikiri Termosportas 09.12.2025

SALE - PURCHASE CONTRACT No. 09/12/2025 12th of December, 2025 Kaunas UAB “Termosportas” represented by director Audrius Pocius, acting in accordance with company statutes, hereinafter as Supplier – Kaitseliit, Kodutütred represented by Ave Proos, acting in accordance with company statutes, hereinafter as Buyer, entered into this contract. 1. SUBJECT OF THE CONTRACT 1.1. Supplier undertakes to deliver goods to the Buyer under written, mutually agreed orders and delivery deadlines, and Buyer undertakes to submit the purchase orders for the Supplier in writing, by e-mail, telephone or select the products at the points of sale without the written order and accept the goods ordered and to pay for them in accordance with the procedure. 1.2. Supplier sends the Buyer commercial proposals by e-mail, under the requisites specified by the Buyer. 1.3. Products are delivered from the Supplier‘s warehouse according to a pre-agreed assortment, depending on the availability of products’ stock and Buyer‘s solvency. 2. PRODUCT PRICE AND PAYMENT ARRANGEMENTS 2.1. The Buyer shall pay the Seller for the goods no later than 21 calendar days from the date of issuance of the VAT invoice, paying the full price of the goods 2.2 The payment is counted when money gets into the Supplier‘s bank account. 2.3. Individual orders, placed by mutual agreement of the parties, may establish other payment terms, making supplements to the contract. 2.4. Under separate agreement, Supplier can provide Buyer other services. Buyer pays for these services to the Supplier according to VAT invoices within the period provided in the contract. 2.5 The Buyer is prohibited to sell directly or resell to third parties, including through other channels, including but not limited to Amazon DE, or other Amazon marketplaces in Europe without mutual consent. 3. PRODUCTS ISSUANCE ORDER 3.1. The Supplier delivers the products to the address indicated by the Buyer at the expense of the Buyer. 3.2. Claims for the non-compliance of quantity or incorrect invoice issued to the Buyer must be declared to the Supplier in 14 calendar days. 3.3. The Buyer should place orders not less than 500 Eur. per VAT invoice. 4. PARTIES LIABILITY, DISPUTE SETTLEMENT PROCEDURE 4.1. If Supplier fails to fulfill the Buyer’s order (case-by-case basis), Supplier pays to the Buyer 0,02 % interest of unsupplied products’ value for every delayed day, if the Buyer has fulfilled all of the obligations under contract. 4.2. If the Buyer places a preorder for goods via any electronic or written form and both parties of this contract agree on a preorder shipment date, the Buyer is then obligated to accept the whole preorder on the agreed date. If the Buyer fails to accept the preorder for more than 10 calendar days, the Buyer is obligated to pay 50% of the total value of the preorder no later than 45 days from the pre-agreed shipment date of the pre- order. Any further delays of payment are explained in point 4.3. 4.3. If Buyer delays to transfer payment in 45 calendar days, Buyer pays an interest of 0,02% for every day of payment delay from the day of outstanding amount under presented invoices. 4.4. The Buyer pays all Supplier‘s costs related to the recovery of debts for products. 4.5. All changes to requisites, as well as the company registration in the VAT register, the Buyer must inform the Supplier without delay. Failing to inform the Supplier, Buyer undertakes to cover all damages. 4.6. (a). If the Buyer being an individual (or when the Buyer is a firm any partner in that firm) shall become bankrupt, or shall have a receiving order or administration order made against him or shall make any composition or arrangement with, or for the benefit of his creditors or shall make any conveyance or assignment for the benefit of his creditors or shall purport to do so, or if the Buyer being a company shall be wound up (not being a member’s winding-up for the purpose of reconstruction or amalgamation) or if a receiver, or manager on behalf of a creditor, shall be appointed, or if circumstances shall arise which entitle the court or a creditor to appoint a receiver or manager or which entitle the court to make a winding-up order, than the Supplier shall be at liberty: (i) to cancel the order summarily by notice in writing without compensation to the Buyer; or (ii) to give any such receiver or liquidator or other person the option of carrying out this order. (b). The exercise of any of the rights granted to the Supplier hereof shall not prejudice or affect any right of action or remedy which shall have accrued or shall accrue thereafter to the Supplier. 4.7. (a). If the Supplier being an individual (or when the Supplier is a firm any partner in that firm) shall become bankrupt, or shall have a receiving order or administration order made against him or shall make any composition or arrangement with, or for the benefit of his creditors or shall make any conveyance or assignment for the benefit of his creditors or shall purport to do so, or if the Supplier being a company shall be wound up (not being a member’s winding-up for the purpose of reconstruction or amalgamation) or if a receiver, or manager on behalf of a creditor, shall be appointed, or if circumstances shall arise which entitle the court or a creditor to appoint a receiver or manager or which entitle the court to make a winding-up order, than the Buyer shall be at liberty: (i) to cancel the order summarily by notice in writing without compensation to the Supplier; or (ii) to give any such receiver or liquidator or other person the option of carrying out this order. (b) The exercise of any of the rights granted to the Buyer under sub-clause (a) hereof shall not prejudice or affect any right of action or remedy which shall have accrued or shall accrue thereafter to the Buyer. 4.8. The Supplier is not responsible for late delivery of products due to Force Majeure that may occur in production or transportation. In this case, the Supplier shall provide the Buyer certifying document issued by the competent authority. 4.9. The implementation of marketing plans, which are designed to influence target markets such as but not limited to the immediate territory surrounding Buyer’s business registration address, pursued by the Supplier and Buyer with respect to the ordered products, shall be made aware to both parties before enactment. The misuse of branded marketing material and products either provided by the Supplier or created by the Buyer, such as but not limited to promoting the brand along inappropriate language and content, shall not be tolerated. All losses in association with the ordered products and their respective value, occurred to Supplier due to the fault of the Buyer, shall be compensated by the Buyer. 4.10. All disputes arising between the parties shall be resolved in good faith by negotiation. If the parties fail to agree, the disputes are solved in accordance with the legislation of the Republic of Lithuania. 5. CONTRACT VALIDITY PERIOD 5.1. This contract is drawn up in duplicate – one for each of the parties – and takes effect from the moment of its signing. The contract is valid indefinitely. 5.2. All amendments and additions are only valid in writing and signed by both parties. 5.3. The Supplier has the right without delay after informing the Buyer in writing to stop any obligations under this contract if the Buyer breaches any of terms of this contract. 5.4. Both parties have the right to terminate this contract by informing the other party not less than 30 days in advance. Submitting information to the party about terminating contract 30 days in advance does not release parties from obligations with the other party. Contract remains valid until all parties‘ obligations have been fullfiled: - After fulfilment of order, contract could be terminated only after last payment, both parties settling respective balances; - After receipt of order for preodered production, contract could be terminated only after all quantity is produced and delivered according to the order, and payment from the Buyer is done. Both parties must settle any balance. 5.5. Without written permission, parties cannot transfer the rights settled in this contract to the third party. The contract is made in two, having the same legal force, copies, one for each party. These additives are considered as an integral part of the contract. PARTIES LEGAL ADDRESSES AND DETAILS VENDOR: CUSTOMER: UAB “Termosportas” Kaitseliit, Kodutütred Brastos g.5 LT-47184, Kaunas Toompea 8, Tallinn 10130 Lithuania Estonia Company code 304093371 Reg.nr. 74000725 VAT code LT100009699514 VAT nr. EE101049698 E-mail: [email protected] E-mail: [email protected] B/a LT074010051003516908 Director Head of Kodutütred Audrius Pocius Kaitseliit, Peastaap Ave Proos S.P S.P.