1. Preamble
1.1 These Terms and Conditions of Sale (“Terms”) govern all sales and deliveries of products from Bioresus, UAB, with legal entity code 303918358 and VAT payer code LT100009543714, based at Švitrigailos g. 11A, Vilnius, Lithuania (“Bioresus”) to the customer (“Customer”).

1.2 By placing an order, the Customer agrees to comply with these Terms. These Terms apply to all products sold by Bioresus through its online store at www.bioresus.com (the “E-Shop”).

2. Orders
2.1 An agreement between Bioresus and the Customer is formed when Bioresus confirms the Customer’s purchase order with a proforma invoice.

2.2 Any terms provided by the Customer on purchase orders or similar documents are only valid if specifically confirmed in writing by Bioresus.

2.3 All orders are subject to product availability. Bioresus reserves the right to cancel any order if the products are unavailable.

2.4 Purchase orders from the Customer are binding once confirmed by Bioresus.

3. Compliance with Applicable Laws and Regulations
3.1 Bioresus operates as an international supplier and assumes no responsibility for compliance with local laws applicable to the Customer in jurisdictions outside Lithuania unless specified otherwise.

3.2 By accepting these Terms, the Customer agrees to comply with relevant international and local legislation related to product handling, import, and distribution.

3.3 The Customer is responsible for obtaining all necessary permits, licenses, and approvals for importing and marketing the products.

4. Pricing
4.1 Prices listed on the E-Shop or in any communications are subject to change without notice.

4.2 All prices are exclusive of VAT, customs duties, and other applicable taxes, unless otherwise stated.

5. Payment
5.1 Unless agreed otherwise, full payment must be received before dispatch. Products remain the property of Bioresus until payment is completed.

5.2 In case of delayed payment, Bioresus reserves the right to charge interest at a rate of 2% per month or as per the applicable law.

6. Delivery
6.1 Delivery terms, including costs and estimated delivery time, will be specified in the proforma invoice.

6.2 Bioresus will notify the Customer in case of any delays in delivery.

6.3 If any sum is overdue, Bioresus reserves the right to withhold further deliveries until full payment is made.

7. Product Defects
7.1 Bioresus makes no warranty, express or implied, regarding the merchantability or fitness of the products for a particular purpose.

7.2 Products are considered free of defects unless the Customer reports any issues within three days of receipt. All claims should include a detailed description of the defect.

7.3 In the event of a valid complaint, Bioresus may, at its discretion, repair, replace, or refund the product.

8. Damage During Transit
8.1 If Bioresus bears the freight risk, the Customer must report any damage during transit within three days of receipt.

8.2 Claims must be supported by photographic evidence and a report from the carrier. Claims without adequate documentation may be rejected.

9. Liability
9.1 Bioresus is not liable for any indirect or consequential damages, including but not limited to lost profits, business interruptions, or loss of goodwill.

9.2 Bioresus’ maximum liability for any claim is limited to the purchase price of the affected products.

10. Intellectual Property Rights
10.1 Bioresus assumes no liability for any third-party intellectual property claims regarding the products sold.

10.2 If the Customer becomes aware of any intellectual property infringement claims, they must notify Bioresus immediately.

11. Product Liability
11.1 Bioresus’ liability is limited to the extent required by law. It is not liable for damages occurring after delivery to the Customer or arising from the Customer’s use of the products.

12. Returns and Refunds
12.1 Returns are only accepted with prior written approval from Bioresus. Unauthorized returns will not be accepted.

13. Confidentiality
13.1 The Customer agrees to maintain confidentiality of all pricing, terms, and business information received from Bioresus.

13.2 This obligation remains in effect for five years after the last transaction with Bioresus.

14. Force Majeure
14.1 Bioresus is not liable for any delay or failure to fulfill its obligations due to circumstances beyond its control, including natural disasters, government actions, or other unforeseen events.

15. Governing Law and Jurisdiction
15.1 These Terms are governed by the laws of the Republic of Lithuania, without regard to conflict of laws principles.

15.2 Any disputes arising from these Terms will be settled in the courts of Vilnius, Lithuania.