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General Terms and Conditions

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General terms and conditions applicable to all legal relationships between

UAB MP Mobility and third parties

  

Article 1. General

1.1

Unless expressly agreed otherwise in writing, these general terms and conditions apply to all legal relationships, offers and agreements we enter into with third parties/clients for, but not limited to, the following:

• the payment in arrears of toll for the Mont Blanc and/or the Frejus tunnels, and other tunnels;

• the payment in arrears of toll for motorways in Italy, Spain, France, Austria, and other countries;

• the payment in arrears of road taxes, import duties, border costs in Austria, Switzerland, Germany, and other countries;

• booking spaces on trains and ferries and the payment in arrears of the passage costs;

• the supply of Euro vignettes;

• the supply of goods and/or services, and mediation;

• the payment in arrears of goods supplied by third parties (including fuel) and services (including tire services and insurance);

• advice about turnover tax, excise duties and associated taxes abroad;

• registration of companies abroad for tax purposes;

• reporting tax abroad;

• claiming refunds of foreign turnover tax;

• acting as representative for tax purposes.

 

1.2

In these terms and conditions ‘client’ means all legal or natural persons who have signed an agreement with us, or who wish to do so, as well as their successors in title, and heirs.

In these terms and conditions ‘registration device’ means a registration device or an electronic registration unit such as an on-board truck device for the registration of toll road or tunnel passages.

 

1.3

Unless expressly agreed differently in writing, the terms and conditions of our clients shall not apply to the legal relationships, offers and agreements referred to in paragraph 1 of this article.

  

1.4

Our client shall indemnify us against any claims, by whatever name, by third parties, against which third parties we would be unable to invoke the stipulations in these general terms and conditions, to the extent that those claims would be excluded if these third parties were bound by our general terms and conditions.

 

1.5

Upon conclusion of a contract subject to these terms and conditions, these terms and conditions shall also apply to all subsequent legal relationships, offers and agreements.

  

1.6

If at any time we are unable to invoke any of the stipulations in these terms and conditions, this shall not mean that we waive our right to invoke these terms and conditions against the client in another case.

 

1.7

We shall be entitled at all times to declare applicable in advance different general terms and conditions to a particular assignment, activity or other type of performance.

  

1.8

Unless expressly agreed differently and in writing, assignments shall be executed in the order to be determined by us, with the manner of execution of the assignments to be determined in part by our system capacity and level of occupation. We are free in deciding how to execute the assignments, unless expressly agreed differently.

If the delivery dates or instalments, or commencement dates for services is exceeded for whatever cause, this shall not entitle the client to compensation for damages, dissolution of the agreement or the suspension of its obligations, unless the client is able to demonstrate intent or gross negligence on our part.

 

1.9

In case of any differences between the filed text of these general terms and conditions and other printed, translated and/or distributed texts, only the last filed text shall apply.

 

1.10

The interpretation of these general terms and conditions shall be in accordance with the English text of these general terms and conditions at all times.

 

 

1.11

If one or more stipulations in these general terms and conditions are void or voided either in whole or in part at any one time, the remainder of these general terms and conditions shall continue to apply in full. We shall consult with the client in that case to agree new stipulations to replace the void or voided stipulations, whereby the object and purport of the original stipulations must be observed.

  

1.12

These general terms and conditions may also be invoked by all natural and legal persons connected directly or indirectly to us and who are involved in our services in any way.

  

1.13

We reserve the right to amend these general terms and conditions and shall inform the client in writing of these amendments immediately.

  

Article 2. Offers, Prices

2.1

All of the offers we make are subject to contract. Our prices are exclusive of VAT and are based on the rates, wages, prices, etc., that apply on the date of the offer or when the agreements is entered into, or the actual performance.

 

2.2

If one or more of these factors change, prices shall change accordingly and shall be binding, also with regard to agreements already in place, on the understanding that client shall then be entitled to dissolve the agreement, subject to the stipulations in this agreement.

  

Article 3. Payment in arrears for tunnels, toll, products and services by means of registration devices

3.1

Upon client´s request, and after the client has

• signed all required documents, including application forms, contracts and these general terms and conditions and

• presented a (bank) guarantee and/or paid a deposit to us as determined by us and

• presented a debit authorization, without right of reversal of the transaction, from one of client’s bank accounts, i.e. a (irrevocable) consecutive business European collection (SEPA Direct Debit) and

• has met all of the other conditions stipulated by us

• we shall conclude a contract, in the name of the client or otherwise, with the relevant institution for the supply of registration devices for driving toll roads and/or passing tunnels subject to payment in arrears, or other registration devices, documents, goods or services, subject to these general terms and conditions, as well as the terms and conditions of the institution/operator in question, where not stipulated otherwise in these general terms and conditions. We shall supply client with a copy of the general terms and conditions of the institution/operator in question upon client´s first request.

  

3.2

After the client has met all conditions, as set out in paragraph 1 of this article for instance, and after acceptance by the issuing institution, we shall provide the client with the agreed upon number of registration devices, with or without its name and/or registration number. These registration devices entitle the holder to pass the relevant tunnel or drive the relevant toll road or take delivery of goods and/or services without cash payment on site, but against payment to us after the use /the passage.

  

3.3

By signing the application addressed to us, and by taking receipt of the registration devices, the client accepts all debit charges for all passage and toll fees calculated by means of the registration devices and for goods or services received, and shall pay us in a correct and timely fashion in the manner agreed.

Also, the client shall be liable under civil and criminal law for deliberately or otherwise using or permitting the use of the registration devices issued to it “in violation of the rules".

 

3.4

Where not expressly determined otherwise, all registration devices and other documents supplied by us to the client shall remain our property or the property of the operator. This shall also apply to documents or registration devices registered to the client.

 

3.5

The client authorizes us to investigate, or have investigated, whenever we desire, the client’s creditworthiness, at our expense.

 

Article 4. Use of the registration devices

4.1

The registration devices must be shown at the office or the installation of the institution/operator, which is to charge for the passage, the use, or the goods and services supplied. A registration device may only be used for a single vehicle at a time. It is not permitted to use a registration device for several vehicles at a time, not even if a vehicle acts as an accompanying vehicle for another vehicle.

 

4.2

The registration devices or other documents shall be made available to the client for compensation, unless agreed differently.

 

4.3 Defect registration devices.

For technical reasons, registration devices that are split, broken, misshaped or have been demagnetized cannot be used. These registration devices must be returned to us immediately. We shall provide replacement registration devices, for compensation agreed in advance, or otherwise.

 

4.4 Responsibility in case of loss or theft.

We cannot be held liable for use of a registration device, or any other document, by parties other than the client, regardless of the circumstance (for instance loss or theft). In the event of loss or theft, the client shall inform us in writing immediately, no later than within 24 hours, by means of telefax, email, or letter, to enable us to report the event to the issuing institution and to have the registration device or any other document blocked.

The client shall be charged for all costs ensuing from the unauthorized use by third parties. We generally block a registration device or another document, where applicable, immediately following the client´s written report, but guarantee that we will arrange for the blocking of the registration device within 48 hours maximum following the written report. Saturdays, Sundays and public holidays are excluded from this 48-hour term.

The date and time of the written report by the client are leading. If the registration device(s) or document(s) reported lost or stolen are discovered by the client, these registration device(s) or document(s) may no longer be used and must be returned to us.

 

4.5

It is not permitted to use registration devices and/or documents that we are claiming back or have claimed back for whatever reason.

 

4.6 Use of the registration devices and/or documents by third parties

It is not permitted to sell and/or alienate registration devices and /or documents, or to have these used by third parties, other than by client´s employees, for whatever reason, unless expressly agreed in writing in advance with us. In the event client fails to observe this stipulation, it shall remain fully liable for any damage, costs and interests resulting from this violation.

 

Article 5. Space reservations on trains and ferries and advancing passages

Train or ferry space reservations for trucks are governed by both these general terms and conditions and the general terms and conditions of the operator in question, to the extent that they are not deviated from in these general terms and conditions. Upon request, we shall provide the client with a copy of the general terms and conditions of the operator in question.

To cancel a reserved space, the client must inform us in writing within the stipulated term.

If the client does not cancel, or cancels too late, the passage costs shall be charged in full to the client, plus the fine imposed by the operator in question.

  

Article 6. Claiming refunds of turnover tax and excise duties, registration, tax returns and advice

6.1 Documents

The client shall make available to us all documents and information we need to supply our services, in time, and no later than on the date stipulated by us, and in the format and manner stipulated by us.

 

6.2

Client shall make sure that all data issued or to be issued by it are correct and complete. Client shall indemnify us for the consequences resulting from data being incorrect or incomplete.

 

6.3 Suspension of our obligations

We shall be entitled to suspend our work until such time that the client observes in full the obligations listed in paragraph 1 of this article.

The consequences of suspension, as well as the consequences of client’s failure to observe the obligations, or to observe them in time, shall be for the account and risk of the client. We shall accept no liability in such case.

  

Article 7. Sale of goods

The following stipulations apply to the supply of goods by us to the client or to third parties:

7.1

Goods supplied by us in our capacity of wholesaler, reseller and/or retailer are covered solely by the guarantee issued by the manufacturer and/or the party who supplied the goods to us, or who had these supplied.

 

7.2

We shall not be liable for any damage caused by, or resulting from, manufacturing and/or construction errors, incorrect use, varying quality and/or own defects in goods supplied by us.

 

7.3

The supply of goods shall be ex warehouse, and entirely for the client’s risk.

  

7.4

The manner of packaging, transport and insurance is to be determined by us, unless the client has given further instructions in writing. However, we shall accept no liability in this matter.

 

7.5

We shall mediate in arranging transport and insurance only upon client’s express written request, and for its account and risk. The client shall indemnify us in the matter of claims by whatever name or for whatever reason.

 

7.6

In the event the client does not collect and/or does not take delivery of the goods to be supplied, these goods shall be stored by us for the account and risk of the client, if necessary with third parties. The delivery shall be deemed to have taken place at such time that the goods should have been collected and/or should have been taken delivery of.

  

7.7 Retention of title

The title to the goods shall transfer to the client only after full payment for the goods supplied, including any assembly, transport, insurance and/or any other costs. Without prejudice to other rights accruing to us, we shall be authorized, if the client fails to meet its payment obligations to us, or fails to meet these on time, to take possession of the goods we supplied, without notice of default or judicial intervention being required, following disassembly or otherwise, also if the goods are mounted to an immovable good.

 

Article 8. No assignment or pledge

Without our prior written permission, the client shall not be permitted to transfer its rights and obligations from the agreement concluded with us, either in whole or in part, to any third party, and/or to subject these rights and obligations to a right of pledge.

Client´s rights of action against us may not be transferred. It is therefore not permitted to create a right of pledge on client´s claims towards us ensuing from the agreement concluded with us.

 

Article 9. Payment terms and conditions

9.1

We shall forward invoices drawn up in the name of the client, either electronically or otherwise.

These invoices relate to the services and supplies for the client, as registered by us based on the information of the institutions and/or operators in question.

The invoices shall be itemized where applicable.

 

9.2

Unless agreed differently, we shall also charge the client for the invoiced amounts referred to in the previous paragraph, i.e. for the costs of the use of toll roads and tunnels, as well as our own commission.

We shall send the client the invoices where possible with a chronological overview of the trips/passages.

 

9.4

If the client has not received an invoice, it shall nevertheless be obliged to pay the amounts due, or to have the amount debited from the bank account.

In the event of a blocking/reversal of a direct debit, the client shall be obliged to pay a fine of 7.5% of the invoice sum, as well as compensation for reversal.

 

9.5 Fee for advice, turnover tax and related taxes.

The fee for our advisory work is charged on the basis of the rates we published to the client before commencement of the advisory work. The fee shall be charged to the client per month, per quarter, per year or upon completion of the work, plus any advances and invoices for third parties hired, and inclusive of turnover tax due.

  

9.6 Fee for claiming refund of turnover tax

The client shall pay us an agreed fee for our services in claiming a refund of the turnover tax, which fee is calculated based on the turnover tax refunded. The fee becomes due to us from the day following receipt of the refund. We shall be entitled to deduct our fee from any sum due to the client.

 

9.7 Compensation

We shall be entitled to settle everything the client owes us with what we owe the client. The client expressly agrees to such a settlement.

 

9.8 Payment term

The client shall be obliged, unless agreed differently in writing, to pay all it is due to pay within five days from the date of invoice.

Payment of the sum invoiced to the client must take place in euros at our office, or by means of payment into a bank account designated by us, and without the right to any reduction or settlement.

 

9.9 Interest

In the event client fails to pay an invoice on time, it shall be in default by operation of law. Client shall then owe us interest equal to the European refinancing interest rate of the European Bank, plus 5%. The interest on the amount due is calculated from the moment the client is in default until the full settlement of the amount due.

 

9.10 Complaints

Complaints about invoices must be made within 15 days following the date of the invoice in question in writing and by registered mail addressed to us. The operators/suppliers in question shall not act upon complaints of which they have not been informed through us.

In the absence of complaints within the term stipulated above, the client shall be deemed to have accepted unconditionally the invoice and cannot invoke flaws in the invoice. A complaint as stipulated above shall not suspend client’s payment obligation.

 

9.11 Security

We shall be entitled, also during an agreement, to desire from the client that it provides (additional) security for observance of its obligations. If client fails to do so, we shall be entitled to dissolve the agreement with immediate effect.

  

9.12 Collection costs

If in the event of non-payment by the client we decide to have the sums collected judicially or otherwise, all costs or judicial and extrajudicial costs to be paid by us shall be for the client, subject to a minimum of € 250.

 

9.13 Right of retention

We shall retain a right of retention to all goods, documents and money in, or to be in, our possession for whatever reason or purpose, towards any party requiring the surrender of these goods, documents and money for any claims we have or may have against the client and/or the owner, until payment of the sums the client owes us.

 

9.14 Right of pledge

All objects, goods, money and documents by whatever name in, or to be in, our possession for whatever reason or purpose, shall serve as security for all claims which we have or may have against the client and/or the owner.

 

9.15 Suspension

We shall have the right to suspend the observance of all of our obligations, including the issue of documents or other goods to the client or third parties, until such time that the client has settled all claims due to us.

 

Article 10. Liability

10.1

We accept no liability for any damage arising for whatever cause, if the client has provided incorrect, incomplete or insufficient information, or if client has failed to provide us with the necessary documents or information on time.

Client shall indemnify us against any claims by whatever name or for whatever reason.

  

10.2

We accept no liability for any damage and/or costs arising from acts by third parties or third parties failing to act.

Client shall indemnify us against claims by whatever name or for whatever reason.

 

10.3 Storage and shipment

We shall decide the nature and manner of storage, packaging and shipment of documents, for the account and risk of the client.

We shall therefore accept no liability for any damage, loss or destruction of goods and/or documents, or for any delays in their shipment, unless client demonstrates gross negligence or intent on our part. Client shall indemnify us against claims by whatever name or for whatever reason.

 

10.4

We accept no liability for any immaterial damage, loss of profit and/or business interruption loss, direct trading loss and/or environmental damage and/or consequential losses, by whatever name or for whatever reason.

Client shall indemnify us against claims by whatever name or for whatever reason.

 

10.5

If damages or costs ensue due to the delivery or non-delivery, or the non-timely delivery by us of objects or services, or for whatever reason, we shall not be liable for these damages or costs, unless the client demonstrates gross negligence or intent on our part.

Client shall indemnify us against claims by whatever name or for whatever reason.

 

10.6

We shall not be obliged to observe any obligation if this is not reasonably possible for us due to changes in the circumstances that existed when we entered into the agreement and that have arisen through no fault of ours.

Client shall indemnify us against claims by whatever name or for whatever reason.

  

10.7

Nevertheless, if liability lies on us, by whatever name or for whatever reason, this liability shall be limited to € 2,500 per event or series of events within a four-week period.

  

10.8

We also stipulate the exclusion or restriction of liability in this article for our employees or any third parties involved by us in the performance of the agreement.

  

10.9 Expiry period

Upon penalty of expiry, the client shall be obliged to claim liability towards us by means of a registered letter or bailiff´s writ, within six months after the client has learnt of the ground for the claim.

 

Article 11. Force majeure

11.1

If due to force majeure we are unable to meet our obligations towards the client, these obligations shall be suspended for the duration of the situation of force majeure.

We shall inform the client of the situation of force majeure as soon as possible.

 

11.2

Force majeure means any circumstance outside our will that hinders observance of our obligations in full or in part or due to which observance of our obligations cannot reasonably be expected from us, regardless of whether or not this circumstance was foreseeable at the time the agreement was concluded. Force majeure also means a change in the issue policies of operators of tunnels and/or toll roads. Force majeure also means a change in tax legislation, tax schemes and tax measures, or a change in its interpretation or implementation.

  

11.3

If the situation of force majeure has lasted for a period of three months, each party shall have the right to dissolve the agreement in question, by sending a notice by registered letter, with confirmation of receipt.

In the event of force majeure, the client shall not be entitled to any compensation of damage.

  

Article 12 Termination of the agreement

12.1 Termination

The contract may be terminated by the end of a calendar year, unless agreed differently, by registered letter, both by us and by the client, subject to a notice period of three months. Following termination of the contract by either party, the client shall return the registration devices in its possession and immediately pay all amounts due.

If the client fails to do so, the possession of the registration device shall be regarded as unlawful and any costs for recovery shall be charged to the client, while the obligation for client to pay the sums due shall remain.

  

12.2

Agreements to which we are a party may also be dissolved by us, also during the term of the agreement, if:

• the client is granted suspension of payment, or has applied for bankruptcy, or is declared bankrupt;

• client fails to meet its obligations and persists in non-payment, regardless of a demand;

• client is a natural person and is placed under guardianship;

• there are serious reasons why we cannot be reasonably expected to continue the agreement with the client, for instance if:

- client has provided incorrect information about its financial position which information was relevant to us for concluding the agreement;

- the direct debit is recalled or a payment by client is recovered.

 

12.3

The stipulations of article 12.1 and 12.2 leave intact our right to claim compensation for damage from client.

 

12.4

We shall be entitled to suspend deliveries based on any agreement to client, if we are of the opinion that the client fails to observe these terms and conditions and the agreement concluded.

 

Article 13. Information about changes that affect client

Client shall inform us immediately of any changes, including, but not restricted to, changes in:

- the owner of the client´s business, the joining or leaving of partners, shareholders, the joining or leaving of directors;

- legal form;

- bank details;

- address and telecommunication and other contact data;

- termination of the business, in which case client shall indicate where the owners and directors can be reached.

 

Article 14. Information provided

Any information relating to the issue, replacement, return or blocking of registration devices, shall be provided in writing at all times (telefax, email or letter).

 

Article 15. Applicable law and competent court

15.1

Lithuanian law shall apply to all legal relationships. The stipulations from the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) are expressly excluded.

 

15.2

The competent court established in accordance with the applicable national legislation shall have exclusive jurisdiction to hear any disputes arising between MP Mobility and third parties regarding the interpretation, application or validity of these terms and conditions if such dispute cannot be resolved amicably.

  

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