1. DEFINITIONS AND SCOPE OF THE GENERAL TERMS AND CONDITIONS OF SALE

1.1. The terms used in these Terms and Conditions shall have the following meanings:
"ELPIS" means ELPIS Limited Liability Company, Registration No. 40103114438.
"ELPIS Signatory" means any person authorised to sign contracts for and on behalf of ELPIS.
"Contract" means an agreement for the sale and/or delivery of Goods between ELPIS and the Client, including any Order confirmed by ELPIS in writing and any document that refers to these Terms and Conditions.
"Client" means a person or legal entity purchasing or intending to purchase Goods from ELPIS.
"Goods" means goods and, where applicable, related services delivered by ELPIS under the Contract.
"Gross negligence" means acts or omissions, including disregard of serious consequences of acts or omissions which should not have been ignored by a contracting party acting in good faith, as well as deliberate disregard of any consequences of such acts or omissions.
"In writing" means by mail, courier, fax, email, or another written form that allows the contents of the communication and the sender to be identified.
"Order" means a written document, request, purchase order, or other written communication issued by the Client to order Goods from ELPIS.
"Order Confirmation" means ELPIS's written confirmation of an Order.
"Party" means ELPIS or the Client individually, and "Parties" means ELPIS and the Client collectively.
"Specification" means a written product specification, certificate, agreed quality description, or other written technical document applicable to the Goods.
"Terms and Conditions" means these General Terms and Conditions of Sale.

1.2. These Terms and Conditions apply to all commercial offers, Order Confirmations, Contracts, invoices, Specifications, deliveries, and sales of Goods by ELPIS to Clients acting in the course of their business, unless ELPIS and the Client expressly agree otherwise in writing. These Terms and Conditions do not apply to consumer contracts.

1.3. A Contract is formed only when ELPIS confirms the Client's Order in writing or otherwise expressly accepts the Order in writing. By placing an Order after receiving or being referred to these Terms and Conditions, accepting an Order Confirmation or Specification, accepting delivery of the Goods, or paying an invoice, the Client confirms that it has read, understood, and accepted these Terms and Conditions.

1.4. Any general terms, purchase terms, or other conditions of the Client shall not apply to the Contract unless expressly accepted in writing by an ELPIS Signatory. ELPIS's silence, delivery of Goods, acceptance of payment, or reference to the Client's Order shall not be deemed acceptance of the Client's terms.

1.5. If there is a conflict between Contract documents, the following order of priority shall apply, unless expressly agreed otherwise in writing:

1) an individually signed written agreement between ELPIS and the Client;
2) the Order Confirmation;
3) the Specification;
4) these Terms and Conditions;
5) the invoice, delivery note, or other delivery document.

1.6. ELPIS may amend these Terms and Conditions by publishing the updated version on its website and, where reasonably possible, notifying the Client by email. Amendments shall apply only to Contracts confirmed after the publication date of the amended Terms and Conditions, unless the Parties agree otherwise in writing or mandatory law requires otherwise.

1.7. The applicable version of these Terms and Conditions shall be identified by its publication date and version number.


2. ORDER

2.1. Any Order placed with ELPIS may take effect only after it is confirmed by ELPIS in writing. ELPIS's written confirmation shall contain a description of the Goods ordered, the quantity of the Goods, the amount payable, and the delivery deadlines.

2.2. An Order may be revoked only by written agreement with an ELPIS Signatory, unless ELPIS has already started delivery. The Client shall reimburse all costs, damages, or expenses incurred by ELPIS as a result of such revocation. If the Order was placed for non-standard Goods, meaning Goods which ELPIS does not normally have in stock, the Client shall also pay the price of such Goods as stated in ELPIS's written confirmation.

2.3. The Client is fully and solely responsible for the accuracy of any Goods-related specifications submitted by the Client to ELPIS. The Client is also responsible for timely submission of any Goods-related information to ELPIS so that ELPIS may fulfil the Contract in compliance with these Terms and Conditions.

3. INFORMATION

3.1. All information or data provided by ELPIS in general Goods documentation and price lists shall be binding only if confirmed in writing.

3.2. Samples, illustrations, catalogues, descriptions, and indicative analyses are intended to provide a representative indication of the Goods. They do not constitute a guarantee of any characteristic except to the extent expressly stated in an agreed Specification, Certificate of Analysis, or Order Confirmation.

3.3. Where the Goods include natural or agricultural raw materials, reasonable batch-to-batch variations that remain within the agreed Specification, where applicable, shall not constitute non-compliance. Variations or deterioration caused after risk has transferred to the Client, including through storage, handling, transport, processing, or use, shall not be attributed to ELPIS.

3.4. The Client is responsible for determining whether the Goods are suitable for the Client's intended use, processing, formulation, and final product. ELPIS makes no representation that the Goods are suitable for a particular purpose unless such suitability is expressly confirmed by ELPIS in writing.

3.5. The Client is responsible for the formulation, processing, packaging, labelling, classification, registration, marketing, and compliance of its final product in each relevant market, including any requirements applicable to food, food supplements, cosmetics, pharmaceuticals, or other regulated products. Nothing in this Clause 3 limits ELPIS's responsibility for conformity of the Goods with the agreed Specification or for obligations that cannot be excluded under mandatory applicable law.

3.6. The Client shall carry out, or arrange, such technical, quality, safety, and regulatory assessments and tests as are appropriate for the intended use and market of the Client's final product.

4. PRICES

4.1. The price of the Goods shall be the price fixed by ELPIS as of the date of delivery of the Goods, unless the Parties agree on a fixed price in writing.

4.2. Fixed or quoted prices shall apply to the quantity of Goods stated in the information provided by the Client when placing the Order. If the quantity stated in the Order is less than the quantity agreed between the Parties, or if there are changes in the Specification, delivery deadlines, or time delays caused by the Client's instructions or lack of instructions, ELPIS shall be entitled to change the price of the Goods in accordance with such changes.

5. INSPECTION

5.1. The Client shall inspect the Goods at the place and time of discharge or receipt of the Goods. The inspection shall include, as applicable, the condition of packaging, quantity, visible damage, labelling, batch or lot numbers, and visible conformity with the Contract and Specification.

5.2. The Client shall notify ELPIS in writing:

1) no later than on the next business day after unloading or receipt, of any visible damage, visible defect, or packaging issue;

2) within seven (7) days after delivery, of any non-compliance in quantity; and

3) within twenty-seven (27) days after delivery, of any non-compliance in quality that could reasonably have been discovered during inspection or ordinary quality control.

5.3. A claim notice shall include sufficient details to allow ELPIS to assess the claim, including the Order or invoice number, delivery date, batch or lot number where available, a description of the alleged non-compliance, photographs where relevant, and any supporting documents.

5.4. Until the claim is resolved, the Client shall preserve the Goods, packaging, labels, batch information, and relevant transport documents, and shall store the Goods in accordance with ELPIS's directions, markings, or other instructions. The Client shall not process, mix, resell, dispose of, or return the Goods without ELPIS's prior written consent, unless immediate action is required by law or to prevent further damage. In such case, the Client shall notify ELPIS without delay.

5.5. If the Client fails to notify ELPIS within the deadlines set out in this Clause 5, the Goods shall be deemed accepted by the Client with respect to any non-compliance that could reasonably have been discovered within those deadlines, and the Client shall lose the right to make such claim.

5.6. Hidden defects are governed by Clause 9.

5.7. Submission of a claim does not entitle the Client to withhold payment, set off any amount, or suspend performance, unless ELPIS expressly agrees otherwise in writing.

6. DELIVERY AND TRANSFER OF RISKS

6.1. Any agreed delivery term shall be interpreted in accordance with Incoterms 2020, unless expressly agreed otherwise in writing.
6.2. If no delivery term has been agreed in writing, the Goods shall be delivered Ex Works (EXW) at ELPIS's warehouse or another place specified by ELPIS, Incoterms 2020.
6.3. Risk in the Goods shall transfer from ELPIS to the Client in accordance with the agreed Incoterms 2020 delivery term. If the Goods are delivered EXW, risk shall transfer when the Goods are placed at the Client's disposal at the named place of delivery.
6.4. Unless expressly agreed otherwise in writing, the Client is responsible for arranging and paying for loading, carriage, insurance, export and import formalities, customs duties, taxes, permits, and other costs arising after delivery under the applicable Incoterms 2020 term.
6.5. Any assistance provided by ELPIS with loading, transport documents, customs documents, or other post-delivery matters shall be provided at the Client's risk and expense, unless expressly agreed otherwise in writing or mandatory law provides otherwise.
6.6. Where applicable, all Goods delivered must be stored at suitable places in accordance with ELPIS's directions, markings, Specifications, labels, or other instructions.

7. DELIVERY DEADLINES, DELAYS IN DELIVERY

7.1. Delivery deadlines shall be indicated by ELPIS in its written confirmation in accordance with these Terms and Conditions.
7.2. If ELPIS anticipates that it will be unable to deliver the Goods within the specified delivery time, ELPIS shall notify the Client at the earliest possible time, indicating the reason for the delay and, where possible, the expected time of delivery.
7.3. If a delay in delivery is caused wholly or partly by any circumstances referred to in Clause 10, by the Client's acts or omissions, or by any other Client-related circumstances, ELPIS shall be entitled to extend the delivery deadline taking into account all relevant circumstances. This provision shall apply irrespective of whether the reason for the delay occurs before or after the agreed time of delivery.
7.4. If the Goods are not delivered within the agreed delivery time and Clause 7.3 does not apply, the Client's sole remedy shall be the delay compensation specified in Clauses 7.5 to 7.8.
7.5. Delay compensation shall be calculated at the rate of 0.1% of the net purchase price of the Goods whose delivery is delayed for each full week of delay, commencing on the sixth (6th) calendar day after the agreed delivery date. The aggregate amount of delay compensation shall not exceed 5% of the net purchase price of the Goods whose delivery is delayed.
7.6. Delay compensation shall be payable at the Client's written request, but not before delivery is completed.
7.7. The Client shall lose its right to delay compensation if it fails to submit a written claim within one (1) month after the agreed delivery date.
7.8. The delay compensation referred to in Clause 7.5 is the Client's sole and exclusive remedy if a delay is caused through the fault of ELPIS. All other delay-related claims against ELPIS based on law, contract, tort, or any other legal basis are expressly excluded, except in cases of gross negligence on the part of ELPIS or where mandatory applicable law provides otherwise.
7.9. If the Client anticipates that it will be unable to accept the Goods at the agreed time of delivery, the Client shall inform ELPIS immediately in writing, indicating the reason why it is unable to accept the Goods and, where possible, the expected time when it will be able to accept the Goods.
7.10. ELPIS may request the Client in writing to accept the Goods within a final reasonable deadline.
7.11. If, due to reasons beyond ELPIS's control, the Client fails to accept the Goods within the final deadline, ELPIS shall be entitled to terminate the Contract, in whole or in part, in writing. In such a case, ELPIS shall be entitled to compensation for all losses incurred as a result of the Client's non-fulfilment of its obligations, including direct and indirect losses.

8. PAYMENTS, PAYMENT PROCEDURE, RETENTION OF OWNERSHIP

8.1. Unless otherwise agreed in writing, the Client shall make a prepayment for the Goods in accordance with the invoice issued by ELPIS. Payment shall be made in the currency specified in the Order Confirmation or invoice.
8.2. Regardless of the payment method, payment shall be deemed completed only after the amount payable has been irrevocably credited to ELPIS's bank account.
8.3. If the Client fails to make payment by the due date, ELPIS shall be entitled to charge a contractual penalty for delayed payment at the rate of one per cent (1%) of the overdue amount for each calendar day of delay. The total contractual penalty for delayed payment shall not exceed ten per cent (10%) of the overdue amount. Payment of the penalty shall not discharge the Client from its obligation to pay the overdue principal amount or any other amounts due under the Contract.
8.4. ELPIS may also recover reasonable debt recovery costs, statutory interest where applicable, and losses not covered by the contractual penalty, in each case only to the extent permitted by applicable law and without double recovery.
8.5. In case of late payment or if the Client fails to provide agreed collateral by the specified date, ELPIS may suspend performance of the Contract by written notice to the Client until ELPIS receives payment in full or, where applicable, until the Client provides appropriate collateral.
8.6. If the Client fails to pay the overdue amount within one (1) calendar week after receiving written notice from ELPIS, ELPIS shall be entitled to terminate the Contract in whole or in part by written notice and claim compensation for losses incurred as a result of the Client's non-performance.
8.7. The Client may not withhold payment of any invoice or other amount payable to ELPIS, or set off any amount against ELPIS's claims, based on any claim, counterclaim, or alleged right, unless expressly agreed by the Parties in writing.
8.8. The Goods remain the property of ELPIS until the full purchase price and all related amounts due for the Goods have been paid, insofar as such retention of title is permitted by applicable law.
8.9. At ELPIS's request, the Client shall assist ELPIS in taking all necessary measures to protect ELPIS's title to the Goods. Until title transfers to the Client, the Client shall keep the Goods identifiable and shall not pledge, encumber, or otherwise dispose of the Goods in a way that prejudices ELPIS's title.
8.10. The provisions regarding retention of title do not affect the transfer of risk under Clause 6.
8.11. Unless expressly stated otherwise in writing, prices exclude value added tax, customs duties, import duties, bank charges, and other taxes, fees, or charges related to the Contract. Such amounts shall be borne by the Client where applicable.
8.12. ELPIS is entitled to assign or sell the Client's debt obligations to a third party without the Client's consent for debt recovery purposes.

9. LIABILITY FOR HIDDEN DEFECTS

9.1. Unless ELPIS expressly agrees in writing to apply a separate warranty to the Goods, ELPIS's liability for defects shall be governed by this Clause 9. If any provision of a separate written warranty conflicts with this Clause 9, the separate written warranty shall prevail.
9.2. ELPIS shall not be liable for defects, damage, deterioration, or non-compliance caused by:
1) inappropriate storage, handling, transport, processing, mixing, resale, or use of the Goods after risk has transferred to the Client;
2) failure by the Client or any third party to comply with Clause 6.6, the Specification, labels, markings, storage requirements, or ELPIS's instructions;
3) inaccurate, incomplete, or late information or specifications provided by the Client;
4) changes to the Goods made without ELPIS's prior written approval;
5) normal deterioration, expiry, or changes caused by the nature of the Goods, unless caused by a defect for which ELPIS is responsible; or
6) acts or omissions of the Client, carrier, warehouse operator, processor, or any other third party after risk has transferred to the Client.
9.3. ELPIS's liability is limited to defects that existed at the time risk transferred to the Client or hidden defects that become apparent during the validity period or shelf life of the Goods.
9.4. The Client shall notify ELPIS in writing of any hidden defect within three (3) business days after discovery and in any event no later than the expiry date or end of the validity period of the Goods. The notice shall include a detailed description of the defect and the information listed in Clause 5.3.
9.5. The Client shall give ELPIS a reasonable opportunity to inspect the Goods, take or receive samples, review storage and handling records, and verify the alleged defect. If requested by ELPIS, the Client shall provide reasonable cooperation and access to relevant documents, samples, photographs, transport records, storage records, and quality control records.
9.6. If ELPIS accepts the claim or it is established that the Goods are defective and ELPIS is liable under this Clause 9, ELPIS may, at its option:
1) replace the defective Goods;
2) issue a credit note or refund for the defective Goods;
3) reduce the purchase price in proportion to the reduced value of the defective Goods; or
4) approve disposal or return of the defective Goods and reimburse reasonable agreed costs.
9.7. The remedies set out in Clause 9.6 are the Client's sole remedies for defects in the Goods, except in cases of gross negligence by ELPIS or where mandatory applicable law provides otherwise.
9.8. The Client shall not initiate a withdrawal, recall, public notice, disposal, or return of the Goods without notifying ELPIS without delay and giving ELPIS a reasonable opportunity to participate, unless immediate action is required by law or a competent authority.
9.9. If the Client processes, mixes, resells, consumes, disposes of, or returns the Goods before ELPIS has had a reasonable opportunity to inspect them, ELPIS shall not be liable for the claim to the extent ELPIS's ability to verify the claim has been prejudiced, unless such action was required by law or approved by ELPIS in writing.
9.10. The Client shall indemnify and hold ELPIS harmless against losses, third-party claims, recall or withdrawal costs, regulatory penalties, and reasonable expenses arising out of or in connection with: (i) storage, handling, transport, processing, mixing, repacking, relabelling, resale, or use of the Goods after risk has transferred to the Client; (ii) the Client's final product, product claims, labelling, classification, registration, or market compliance; (iii) specifications, information, or instructions supplied by the Client; or (iv) the Client's breach of the Contract or applicable law. This obligation applies only to the extent that the relevant loss or claim was not caused by a defect for which ELPIS is liable, ELPIS's breach of the Contract, or ELPIS's gross negligence or wilful misconduct.

10. FORCE MAJEURE

10.1. ELPIS shall have the right to suspend performance of its obligations under the Contract to the extent performance is prevented, hindered, delayed, or made unreasonably burdensome by circumstances beyond ELPIS's reasonable control. Such circumstances may include labour disputes, fire, war, widespread military mobilisation, insurrection, requisition, confiscation, embargo, restrictions imposed by authorities, currency restrictions, export or import restrictions, epidemics, pandemics, natural disasters, extreme natural events, terrorism, transport disruption, energy shortages, shortages of raw materials, and defects or delayed deliveries attributable to suppliers or subcontractors caused by circumstances referred to in this Clause 10.

10.2. ELPIS shall notify the Client of the force majeure circumstance within a reasonable time after becoming aware of it, provided that failure to give immediate notice shall not prevent ELPIS from relying on this Clause 10 if the Client has not been materially prejudiced by the delay.

10.3. ELPIS shall use commercially reasonable efforts to mitigate the effect of the force majeure circumstance and resume performance when reasonably possible.

10.4. Force majeure shall not release the Client from its obligation to pay for Goods already delivered or other amounts already due under the Contract.

10.5. If a force majeure circumstance continues for more than ninety (90) consecutive days, ELPIS may terminate the affected Contract in whole or in part by written notice without liability to the Client, without prejudice to rights and obligations accrued before termination.

11. INSOLVENCY

11.1. If the Client declares its inability to pay amounts after the due date, is declared bankrupt, wound up, or restructured, enters into an agreement with its creditors, has a receiver appointed to manage its property, or if ELPIS has reasonable grounds to suspect the Client's insolvency, ELPIS may resort to either of the following:

11.1.1. Demand advance payments for all subsequent deliveries if the Client is entitled to pay its invoices after delivery of the Goods; or

11.1.2. Cancel or suspend any further deliveries to the Client under any Contract without any obligation on ELPIS's part.

12. EXPECTED NON-FULFILMENT

12.1. Notwithstanding any other provisions of these Terms and Conditions related to termination of the Contract, ELPIS shall be entitled to suspend performance of its obligations under the Contract if circumstances show that the Client will not fulfil its contractual obligations. ELPIS may suspend performance of the Contract by prior written notice to the Client.

13. LIMITATION OF LIABILITY

13.1. To the maximum extent permitted by applicable law, ELPIS shall not be liable to the Client for any indirect, consequential, incidental, special, or punitive loss, including production losses, loss of profit, loss of revenue, loss of use, loss of contract, loss of goodwill or reputation, business interruption, customer claims, costs of substitute goods or purchases, recall or withdrawal costs, and penalties or charges imposed by third parties.
13.2. ELPIS's total aggregate liability to the Client arising out of or in connection with a Contract, whether based on contract, tort, statute, or any other legal basis, shall not exceed the net purchase price of the affected Goods.
13.3. The limitations in this Clause 13 do not exclude or limit liability to the extent that such exclusion or limitation is prohibited by mandatory applicable law. In particular, nothing in these Terms and Conditions limits liability for ELPIS's intentional misconduct or gross negligence to the extent such liability cannot lawfully be limited.

14. COMPLIANCE WITH ECONOMIC SANCTIONS

14.1. The Client shall comply with all applicable laws and regulations concerning export control, import control, trade restrictions, anti-boycott rules, and economic sanctions. Depending on the Contract, applicable rules may include rules issued by Latvia, the European Union, the United Nations, the United States of America, the United Kingdom, and any other country or authority relevant to ELPIS, the Client, the Goods, the destination, the transport route, payment processing, or the end use of the Goods.

14.2. The Client represents and warrants that neither the Client nor, to the Client's knowledge, its owners, directors, officers, affiliates, agents, end users, or other persons involved in the transaction are subject to applicable economic sanctions or trade restrictions that would prohibit or restrict performance of the Contract.

14.3. The Client shall not directly or indirectly sell, supply, transfer, export, re-export, make available, or otherwise dispose of the Goods to any person, entity, country, territory, vessel, aircraft, end use, or end user if this would breach or create a risk of breach of applicable export control regulations, import control regulations, economic sanctions, trade restrictions, or export licences.

14.4. The Client shall, upon ELPIS's request, promptly provide accurate end-user, destination, transport, payment, ownership, and compliance information and documents reasonably required for sanctions or export control screening.

14.5. If ELPIS has reasonable grounds to believe that the Client has failed to comply with, or intends to breach, this Clause 14 or applicable export control or sanctions rules, ELPIS may, without prejudice to any other rights, suspend performance under the Contract by written notice until the Client provides documentary evidence satisfactory to ELPIS that no breach has occurred or is intended.

14.6. If the Client fails to provide such evidence within ten (10) business days after receipt of ELPIS's notice, or within a shorter period required by applicable law, a competent authority, a bank, or a logistics provider, ELPIS shall be entitled to terminate the Contract in whole or in part without liability to the Client.

14.7. ELPIS may suspend performance immediately and may terminate the Contract immediately without liability to the Client if performance of the Contract becomes, or in ELPIS's reasonable opinion may become, impossible, illegal, restricted, or commercially impracticable due to economic sanctions, export control rules, import control rules, refusal by a bank or logistics provider to process the transaction, or any related serious compliance risk.

14.8. The Client shall indemnify ELPIS against losses, penalties, claims, costs, and expenses arising from the Client's breach of this Clause 14, to the extent permitted by applicable law.

15. DISPUTES AND APPLICABLE LAW

15.1. These Terms and Conditions and each Contract shall be governed by and construed in accordance with the laws of the Republic of Latvia, excluding its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

15.2. Any dispute, difference, or claim arising out of or relating to the Contract, including any dispute concerning its breach, termination, validity, or nullity, shall be submitted to the exclusive jurisdiction of the courts of the Republic of Latvia, unless mandatory applicable law provides otherwise.

16. CONFIDENTIALITY

16.1. Within the meaning of the Contract, including these Terms and Conditions and any special terms, confidential information means any information of a confidential nature made available to the Client, including the contents of the Client's Orders, ELPIS's commercial offers, prices, Specifications, business information, technical information, customer or supplier information, and any other information designated as confidential or which should reasonably be understood to be confidential.

16.2. The Client shall not disclose confidential information to any third party or use confidential information for any purpose other than performance of the Contract without ELPIS's prior written consent.

16.3. The confidentiality obligation shall not apply to information that the Client can prove:

1) is or becomes publicly available without breach of the Contract;

2) was lawfully known to the Client before disclosure by ELPIS;

3) was lawfully received from a third party without confidentiality restrictions; or

4) must be disclosed under mandatory law, a court order, or an order of a competent authority.

16.4. If the Client is required to disclose confidential information by law, court order, or competent authority, the Client shall, to the extent legally permitted, notify ELPIS before disclosure and cooperate with ELPIS in limiting the scope of disclosure.

16.5. For non-compliance or improper compliance with the confidentiality rules, the Client shall pay ELPIS a contractual penalty of EUR 5,000 (five thousand euro) per incident and reimburse all direct losses incurred as a result of the breach within fourteen (14) days after receipt of a reasoned notice of confidentiality breach. Payment of the penalty shall not discharge the Client from its confidentiality obligations or any other obligations under the Contract.

16.6. The confidentiality obligations shall remain in force from the time the confidential information is made available to the Client until ELPIS notifies the Client that the information is no longer confidential. Trade secrets shall remain confidential for as long as they qualify as trade secrets under applicable law.

17. MISCELLANEOUS

17.1. If the Contract does not stipulate its duration, the Contract shall remain in force until the Parties have fulfilled their obligations under the Contract or until the Contract is terminated in accordance with its terms or these Terms and Conditions.

17.2. Notices under the Contract shall be made in writing and sent to the addresses or email addresses indicated in the Contract, Order Confirmation, invoice, or other written communication between the Parties. Each Party shall promptly notify the other Party of any change to its contact details.

17.3. A notice sent by email shall be deemed received on the next business day after sending, unless the sender receives an automatic delivery failure message. A notice sent by registered mail or courier shall be deemed received on the date of delivery shown in the delivery record.

17.4. If any provision of these Terms and Conditions or the Contract is invalid, unenforceable, or ineffective, the remaining provisions shall remain valid and enforceable. The Parties shall replace the invalid, unenforceable, or ineffective provision with a valid and enforceable provision that most closely reflects the commercial purpose of the original provision.

17.5. Failure or delay by ELPIS to exercise any right or remedy shall not constitute a waiver of that right or remedy. Any waiver must be made in writing and shall apply only to the specific case for which it is given.

17.6. The Client may not assign, transfer, or otherwise dispose of its rights or obligations under the Contract without ELPIS's prior written consent. ELPIS may assign the Contract, in whole or in part, to an affiliate, successor, or third party in connection with business restructuring, sale of business, debt recovery, or financing, provided that such assignment does not materially reduce the Client's rights under the Contract.

17.7. These Terms and Conditions, together with the Contract documents listed in Clause 1.5, constitute the entire agreement between the Parties regarding the sale and delivery of the Goods and replace all prior oral or written discussions, offers, understandings, or arrangements regarding the same subject matter.

17.8. Provisions which by their nature are intended to survive termination or expiry of the Contract shall survive, including provisions on payment, retention of ownership, confidentiality, limitation of liability, sanctions and export control, dispute resolution, and applicable law.

17.9. Headings are included for convenience only and shall not affect interpretation of these Terms and Conditions.

Version 1.3: updated wording for acceptance and priority of documents; clarified that these Terms apply to B2B sales; added a balanced product-information, samples, suitability, and final-product responsibility clause; clarified the exclusive remedy for delivery delay; retained the 1% daily late-payment penalty with a 10% cap and clarified non-duplicative recovery; added a proportionate Client indemnity; strengthened and capped ELPIS's liability; shortened the sanctions evidence period and enabled immediate action for serious compliance risk; excluded the CISG; replaced arbitration with the courts of the Republic of Latvia; and corrected drafting and translation errors.