Rules of Use

Last updated: 2023-05-19

  • GENERAL PROVISIONS
      1. These Rules for the use of the electronic furniture ordering system VIBALT (hereinafter referred to as the “Rules”) shall apply to the use of the website www.vibalt.com, in the environment of which the Seller provides the possibility for the Buyers to design furniture that meets the Buyer’s individual needs and to order its production, so that the Seller can produce the furniture according to the Buyer’s design and order and deliver it to the Buyer, with the parties concluding a contract of sale of furniture under the terms, conditions, procedures and deadlines provided for in the present Rules (“the Platform”).
      2. By using the Platform, you acknowledge that you have read these Terms and agree to be bound unconditionally and irrevocably by all of the obligations set out in these Terms. If the Buyer does not agree to be bound by and comply with all of the obligations set out in these Terms and Conditions, the Buyer shall not be entitled to use the Platform.
      3. Capitalised terms used in these Rules shall have the meanings set out below:
        1. Terms and Conditions – the Terms and Conditions contained on this Website are a binding legal document for the Parties, which regulates the terms and conditions of use of the Platform, the terms and conditions of the Contract concluded by the Seller and the Buyer, as well as the rights, obligations and liability of the Buyers for breach of these Terms and Conditions and the Contract, and the procedure for resolving disputes between the Parties to the Contract.
        2. Furniture – furniture and/or parts of furniture and furniture components, including fittings, that meet the Buyer’s individual needs and are manufactured by the Seller in accordance with the Buyer’s independently developed Project in the Platform environment and the Order submitted to the Seller.
        3. Services – includes the use of the Platform by the Customer and any and all actions that the Customer may take on the Platform, including but not limited to designing, ordering, entering into and performing the Contract, and paying for the Furniture and/or other additional services specified in the Order.
        4. Project – a design for furniture and/or parts thereof, and for parts of furniture to be assembled, including fittings, developed independently by the Buyer in the 3D Modelling environment of the Platform, according to the Buyer’s individual needs.
        5. Seller – “VIBALTPEGA”, legal code 145407770, registered office address Metalistų g. 8C, LT-78136 Šiauliai, Lithuania. Data about the Seller shall be collected and stored in the Register of Legal Entities, managed by the State Enterprise Centre of Registers. The Seller’s VAT payer code LT454077716.
  • Buyer – a legal entity (company) or a natural person who uses the Platform, independently designs Furniture on the Platform, orders its production in accordance with the Design and the Order submitted to the Seller, and/or purchases other additional services provided by the Seller for the purposes related to his/her business, trade, craft or profession. 
  • Contract – means the contract for the sale and purchase of the Furniture concluded between the Seller and the Buyer in accordance with the terms and conditions set out in these Conditions.
  • Parties – the parties to the Contract, the Seller and the Buyer.
  • Contract Price – the price for the manufacture of the Furniture specified in the Order.
        1. Order – an order placed by the Buyer in the Platform environment with the Seller for the manufacture of the Furniture specified in the Project, which, upon approval by the Seller and payment by the Buyer, constitutes the Contract
        2. Account – the result of the registration of the Customer on the Platform, which results in the creation of a personal account of the Customer that stores his/her personal data.
        3. Personal Data means any information collected by the Seller about the Buyer or its representative (natural person) as defined in Article 4(1) of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the General Data Protection Regulation). 
        4. Intellectual property rights – rights and interests in all (a) patents, designs, patent applications, reissues, renewals, extensions, updates; (b) registered and unregistered trademarks, service marks, domain names, and all related value added; (c) registered and unregistered copyrights and all other creative or proprietary rights; (d) trade secrets, know-how, concepts, ideas, methods, processes, designs, discoveries, improvements and inventions, whether patentable or not; (e) all other rights, including intellectual, industrial and proprietary rights, whether now existing or hereafter arising. (f) applications for registration, renewals and extensions of any of the foregoing; and (g) exclusive and non-exclusive licence rights to any of the foregoing.
        5. The parties are the Seller and the Buyer.
  • The Services provided by the Seller shall only provide the Buyers with the technical means to independently design and order Furniture that meets their individual needs in the Platform environment, upon the conclusion of the Contract between the Parties, in accordance with the terms, conditions, procedures and deadlines set out in these Terms and Conditions, but the Seller shall not be held liable for the design prepared by the Buyer in any form, the dimensions of the Furniture and/or parts thereof, the Buyer’s choice of design and/or materials, and/or the components of the Furniture, including fittings, and/or any other inaccuracies or errors in the design, which prevent the Furniture and/or parts thereof purchased by the Buyer from being used for the purpose for which they were purchased, in accordance with the Buyer’s individual needs. 
  • The Buyer, by using the Platform environment “3D Modeling” and designing the Furniture therein, and by concluding the Contract on the basis of the Design prepared by the Buyer, and by otherwise using the Platform, acts independently and assumes all risks as to whether the task of production of the Furniture, as formulated by the Buyer in the Design and in the Order to the Seller, corresponds to its individual needs and the quality of the Design.
      1. The Seller shall process the Buyer’s Personal Data in accordance with the Privacy Policy. The Personal Data Protection and Privacy Policy sets out important provisions of the Terms and Conditions and it is recommended that the Buyer reads it carefully to ensure that all the provisions of the Privacy Policy are understood and accepted by the Buyer, in the Platform environment Privacy Policy.
  • These Terms and Conditions have been prepared in accordance with the legislation of the Republic of Lithuania and established good business practice for the provision of such Services. If any provision of these Terms and Conditions conflicts with the laws of the Republic of Lithuania or becomes invalid in whole or in part for any reason, it shall not invalidate the remaining provisions of these Terms and Conditions.
  • The Seller reserves the right to change, amend or supplement these Terms and Conditions at any time. The Buyer shall be informed of any changes to the Terms and Conditions on the Platform. Amendments to the Terms and Conditions shall come into force upon their publication on the Platform, except for the provisions set out in the Terms and Conditions governing the terms of the Contract and/or the terms of the Furniture warranty. The version of the provisions of these Rules governing the terms of the Contract and/or the terms of the maintenance of the Furniture under warranty shall apply at the time of conclusion of the Contract by the Buyer. If the Buyer uses the Platform in any way after the publication of the amendments to the Terms and Conditions, the Buyer shall be deemed to have accepted all amendments to the Terms and Conditions.




  • FURNITURE SALES CONTRACT
  • Subject to the terms, conditions and procedures set out in these Terms and Conditions, the Parties shall enter into the Contract, which, together with the other documents referred to in these Terms and Conditions, shall constitute a legally binding document for the Parties to the Contract, whereby the Seller undertakes to manufacture the Furniture and deliver it to the Buyer in accordance with the Buyer’s Design and the Order agreed by the Parties to the Contract, no later than within the period set out in the Purchase Order, and the Buyer undertakes to pay the full Contract price in advance and to accept the Furniture at the Seller’s registered office no later than 5 (five) calendar days after the date of the Seller’s notification to the Buyer of the fulfilment of the Order. The Contract shall be deemed to have been concluded from the moment when the Seller confirms the Order placed by the Buyer in the Platform environment and the Buyer pays the Order in advance by paying the full Contract Price specified in the Order.
      1. The Buyer acknowledges that it is aware that the Contract does not include transport services for the Furniture specified in the Order produced by the Seller, and that the Buyer shall be personally responsible for the collection of the Furniture specified in the Order at the Seller’s registered office. The Seller may offer the Buyer to purchase additional transport services for the Furniture from transport service providers recommended by the Seller, but the Seller shall not be involved in any form in the legal relationship between the parties to the transport services contract for the provision of transport services for the Furniture (whether as an intermediary, agent, representative, or otherwise), and shall not be held liable for the quality of the transport services, the obligations between the parties, or the consequences of the contract for transport services between the parties in any way. The Seller shall not be deemed to be the Buyer’s agent, representative, intermediary, etc.
      2. In order to enter into the Contract, the Buyer shall independently prepare a Project in the Platform environment and submit it to the Seller together with the Order, agree it with the Seller, and pay an advance payment in the amount of the Contract Price, which shall be reserved by the Seller until the moment of completion of the Order and the handover of the Furniture referred to in it to the Buyer.
      3. By ordering the Goods and confirming that he/she has read these Terms and Conditions, the Customer declares that he/she is entitled to purchase Furniture on the Platform in accordance with the procedures set out in these Terms and Conditions and confirms that he/she has provided the correct data in the Order, including, but not limited to, Personal Data.
      4. The Seller’s Order submission procedure shall give the Buyer the opportunity to check and correct errors before the Order is submitted for execution. The Seller recommends that the Buyer carefully checks the Order submitted to the Seller for execution. 
      5. After the Buyer has submitted the Order for execution and paid for it in accordance with the procedure provided for in Clause 3.3 of these Terms and Conditions, the Seller shall send a confirmation of the execution of the Order to the Buyer’s e-mail address specified in the Order or in his Account.
      6. When the Seller has fulfilled the Order, the Buyer shall be informed by e-mail, as specified in the Order, of the fulfilment of the Order and of the Furniture ready for collection at the Seller’s registered office.
      7. Each Order placed by the Buyer shall be registered and stored in the Platform database and may be viewed in the Buyer’s Account, and a notification of the fulfilment of the Order, together with an electronic VAT invoice for the amount of the Contract Price set out in the Order, shall be sent to the Buyer’s email address specified in the Order. 
      8. The Seller reserves the right to reject an Order placed by the Buyer with the Seller for execution, or individual Furniture items in a single Order, if it is not possible to produce the specific Furniture items and/or parts thereof, and shall immediately inform the Buyer of this by e-mail to the address indicated in the Buyer’s Account or in the Order, and shall refund the Buyer the advance payment of the Contract Price within 14 (fourteen) calendar days at the latest, where:
        1. The Seller shall not be able to manufacture the Furniture specified in the Order due to a shortage of materials and/or parts, fittings and accessories for the Furniture due to circumstances beyond the Seller’s control;
        2. due to a technical error in the Platform system related to the price of the Furniture in the Order; 
        3. other objective and legitimate reasons.
      9. At the time of collection of the Goods and their handover to the Buyer at the Seller’s registered office, the Buyer or his representative or the selected transport service provider or his representative shall, together with the Seller’s representative, inspect the packaging of the Furniture ready for collection and sign the act of handover and acceptance of the Furniture specified in the Order. Once the Buyer has signed the deed of delivery and acceptance of the Furniture, the Furniture shall be deemed to have been handed over in good condition, free from any defects not attributable to manufacturing defects, and free from any inconsistencies in the assembly of the Furniture (which can be detected by an external inspection of the goods). If the Buyer or his representative notices that the packaging of the Furniture is damaged (crumpled, wet or otherwise externally damaged), B and/or is not in the right condition, the Buyer or his representative shall note this in the act of handing over and acceptance of the Furniture, in the presence of the Seller’s representative, as well as to indicate in the act of handing over and acceptance of the Furniture all the damages and/or discrepancies detected by such inspection. If the Buyer fails to do so, the Seller shall be exempt from liability for damage to the Furniture, where such damage is not due to a manufacturing defect, and for discrepancies in the assembly of the Furniture, provided that such discrepancies could have been detected by an external inspection of the packaging(s) of the Furniture.
      10. The Seller undertakes to store the Furniture manufactured in accordance with the Buyer’s Order for a maximum of 14 (fourteen) calendar days from the expiry of the deadline for the collection of the Furniture set by the Seller in the notification of the Buyer on the execution of the Order. If the Buyer fails to collect the Furniture specified in the Order within the time limit set out in this clause, the Seller shall have the right to dispose of the Furniture manufactured in accordance with the Buyer’s Order and which has not been collected by the Buyer, and to claim compensation from the Buyer to the Seller for any losses incurred by the Seller as a result of the disposal of such Furniture.
      11. The Buyer acknowledges that it is aware that if it fails to collect the furniture manufactured by the Seller in accordance with its Order within the time limit set out in the Seller’s notice of Order fulfilment, the Buyer shall be liable to pay to the Seller the price set out in paragraph 7.2 of these Terms and Conditions. The Seller shall pay a storage/storage fee for each calendar day of the delay, but in any case no longer than until the expiry of the storage period for the Furniture set out in Clause 2.11 of these Conditions, after which the Seller shall be entitled to dispose of the Furniture manufactured by the Buyer on the basis of the Buyer’s Order, but which has not been taken back in time.
      12. The risk of accidental loss or damage to the Furniture shall pass to the Buyer from the moment of handing over the Furniture to the Buyer or to its agent providing the Buyer with the Furniture transport services.
      13. The title to the Furniture specified in the Order shall pass to the Buyer from the moment of handing over and acceptance of the Furniture and from the moment of fulfilment of all its monetary obligations, including liquidated damages, if any, to the Seller, as provided for in these Conditions.
  • FURNITURE, PRICE AND PAYMENT ARRANGEMENTS
      1. All information about the Furniture, its component parts, and the price of the individual parts of the Furniture is contained in the descriptions of the individual parts of the Furniture in the 3D Modelling environment of the Platform. The photographs of the parts of the Furniture provided in the 3D Modeling Platform are for illustrative purposes only and the colours, inscriptions, parameters, dimensions, sizes, functions and/or any other features of the Furniture may not appear as they do in reality due to the visual characteristics of the Furniture, therefore, the Buyer should always refer to the information on the parts of the Furniture provided in the descriptions of the parts of the Furniture provided in the 3D Modeling Platform in order to purchase the Furniture.
      2. The price of the Furniture Components in the 3D Modelling Platform Environment shall be quoted in Euros, including the then applicable VAT rate and other taxes, if any, and the discount applied to the price of the Furniture Components, if any.
      3. The Buyer may pay for the Furniture by one or more of the following methods offered to the Buyer at the time of placing the Order at :
        1. using online banking;
        2. by bank transfer;
        3. by credit or debit bank card;
        4. in the other ways specified in the Online Shop.
      4. A third party payment system, Montonio, is used to process payments made by Customers on the Platform and to store credit or debit card and related information. The operator and supplier of the Montonio system is UAB “Montonio Finance”, a private limited liability company in Lithuania, company code 305205122, address: Konstitucijos pr. 7, Vilnius, Lithuania. LB0020077 We use the services of the payment service provider Montonio to process your payment and to store your credit or debit card data and other related information.
      5. The Merchant shall not be liable for the acts and/or omissions of any third party payment and related service provider. Buyers assume full responsibility for the transmission of credit and debit card information to the payment service provider Montonio.
      6. By using the Montonio payment system on the Platform, Buyers agree to the terms and conditions of use of the Montonio payment system and, on the basis of these terms and conditions, enter into a separate payment service agreement with the operator of the Montonio payment system. By accepting these Terms and Conditions, Buyers automatically accept Montonio’s Terms of Use and Privacy Policy.
  • FURNITURE QUALITY AND MANUFACTURER’S GUARANTEE
      1. The Seller warrants that the Furniture offered for purchase on the Platform is of a satisfactory quality and complies with the European Union’s requirements for the manufacture and sale of furniture, standards and technical specifications:
        1. corresponds to the Seller’s description of the technical characteristics and/or material properties of the Furniture, its parts and/or components, including fittings, and has the same characteristics as the Furniture, its parts and/or components, including fittings, which the Seller has provided as a sample or a model in the Platform’s Project Preparation Environment “3D Modelling”, offering to purchase such Furniture, its parts and/or components, including fittings;
        2. is suitable for the purpose for which such Furniture, parts and/or fittings, including fittings, are normally used;
        3. corresponds to the quality characteristics which are generally characteristic of the same type of Furniture, its parts, and/or its components, including fittings, and which the Buyer may reasonably expect from the nature of the Furniture and from the statements made publicly by the manufacturer of the Furniture, its representative or the Seller, including advertising and labelling of the items, concerning the specific characteristics, technical parameters of the item.
      2. The Seller shall not be liable for the fact that the Furniture, its parts and/or components, including fittings, offered for purchase in the Project Development Environment of the Platform may not correspond in size, shape, colour or other parameters to the actual size, shape, colour or other parameters of the goods in the photographs due to the characteristics of the display used by the Buyer or other technical reasons. In order to purchase Furniture, parts and/or components, including fittings, the Buyer should in all cases refer to the information about the Furniture, parts and/or components, including fittings, which is specified in the description of the specific product offered in the 3D Modelling Project Development Environment (see more details on page 3.1 of the Rules).  
      3. The Seller shall provide a 12-month manufacturer’s warranty for all furniture, parts and/or accessories, including fittings, manufactured by the Seller, which shall be stated on the VAT invoice corresponding to the warranty card of the furniture manufactured and shall run from the date of its delivery to the Buyer. 
  • RIGHTS AND OBLIGATIONS OF THE PARTIES
  • The Buyer shall have the right to use the Platform and to purchase Furniture thereon in accordance with the procedures set out in these Terms and Conditions and to require the Seller to fulfil the obligations assumed by these Terms and Conditions.
  • By using the Platform, creating an Account, and purchasing the Furniture, parts, and/or accessories, including fittings, offered on the Platform, the Customer confirms that he/she is a natural person of legal capacity acting in the course of his/her business, trade, craft or profession and/or legally representing a legal person and/or other third parties on whose behalf and for whose benefit he/she is acting, and undertakes:
  • provide your correct email address and contact telephone number and other contact information necessary to use the Platform as a registered user or to formulate and submit an Order. It is forbidden to register an Account on the Platform or to place an Order using someone else’s data;
  • not to breach the obligations set out in these Conditions and not to abuse the Buyer’s rights under these Conditions;
  • use the Platform fairly and correctly, not to interfere with its operation and stable functioning, and/or not to copy the content of the Platform, not to remove copyright or trademarks from any copies of the content of the Platform, not to create an electronic or manually reproduced database based on the content of the Platform, not to host the content of the Platform on other websites, and not to modify the content of any document you download from the Platform;
  • not to use any automated tools and/or additional computer hardware and/or software to view and/or save data, nor to use any tools to process the content and/or design of the Platform and/or the descriptions and photographs of the Furniture, its parts and/or fittings, or to copy, encrypt, reprogram, transfer or redirect them in a manner different from that permitted by the Platform’s functionalities;
  • protect the Buyer’s login data from third parties, other than persons authorised by the Buyer to represent the Buyer in the use of the Platform and the purchase of Furniture therein, and to inform the Seller immediately in the event of its loss or in the event that it has become known to third parties and/or in the event of unauthorised disclosure, theft or unauthorised use of the login data.
  • inform the Seller of any change in the Buyer’s data provided for the purposes of registration on the Platform or update them independently in the Buyer’s Account;
  • to pay the Seller for the Furniture and/or other additional services ordered on the Platform in accordance with the procedure set out in these Terms and Conditions;
  • inspect the purchased Furniture and ensure that the Furniture manufactured by the Seller complies with the Buyer’s Design and Order before putting it into use, including assembling, installing, etc. (for more details, see Clause 2.10 of the Rules);
  • must comply with other obligations set out in these Rules and the legislation of the Republic of Lithuania.
  • The Seller undertakes to comply with the obligations set out in these Terms and Conditions and to enable the Buyer to make proper use of the Platform, and to use its best efforts to ensure that the Platform operates smoothly and is always available to the Buyer. 
  • The Seller undertakes to respect the privacy of the Customers and to process their Personal Data strictly in accordance with the legal requirements and the Privacy Policy adopted by the Seller.  
  • The Seller shall have the right, at its sole discretion, to temporarily restrict or terminate the Buyer’s use of the Platform and the purchase of the Furniture, including by modifying any information provided by the Buyer on the Platform, or by cancelling the Buyer’s Account, and by prohibiting the Buyer from re-registering on the Platform, where:
  • The Buyer violates these Rules and/or performs any other prohibited actions which are contrary to the legislation of the Republic of Lithuania and/or good morals and ethics or otherwise violates the rights of third parties;
  • The Seller shall carry out maintenance and/or upgrades to the Platform;
  • The Buyer’s use of the Platform may cause (preventive) or cause damage to the Seller, its reputation, other buyers and/or third parties, and/or where it is necessary to protect the Seller’s, other buyers’ and/or third parties’ rights and legitimate interests. 
  • The Seller shall have the right, without prior notice to the Buyer, to engage third parties to carry out any acts in connection with these Terms and/or the Contract and to assign to third parties its rights and obligations under these Terms and/or the Contract.
  • INTELLECTUAL PROPERTY RIGHTS
      1. All Intellectual Property Rights in the Platform and all its content, including the Project created by the Buyer in the Platform environment, its content, that is, any information, data that becomes part of the Platform database, belong to the Seller, or the Seller makes legal use of the rights granted by third parties.
      2. The Buyer agrees that by using the Platform and/or the Services, all content created by the Buyer, i.e., any information, data entered by the Buyer into the Platform, shall become part of the Platform database and shall be stored and used by the Seller without remuneration for an unlimited period of time, except as otherwise provided for by these Terms and/or the legislation of the Republic of Lithuania.
      3. By using the Platform or the Services and/or by submitting, entering or otherwise uploading any information or data to the Platform, the Buyer grants the Seller the following exclusive rights to such works, information and/or data, free of charge, for an unlimited period of time and in an unlimited territory: 
        1. the right to reproduce, publish, publish, make available to the public and distribute in any form or by any means whatsoever, whether by sale, lease, loan or other transfer of possession;
        2. the right to modify or adapt, create derivative works from the information posted by the Buyer;
        3. use the content of the Project in any other manner, for any other purpose or form, and to the same extent, to transfer such rights to a third party without compensation.
  • RESPONSIBILITY OF THE PARTIES
  • The Parties shall be liable for non-performance or improper performance of their obligations in accordance with the procedure established by the legislation of the Republic of Lithuania. Each Party shall be liable to compensate the other Party for reasonable direct damages caused by its fault.
  • If the Buyer fails to collect the Furniture specified in the Order within 5 (five) calendar days from the date of the notification of the fulfilment of the Order to the Buyer, the Buyer shall be obliged to pay to the Seller a storage fee of 1% (one per cent) of the Contract price for each calendar day of the delay, which shall be deemed to be the Seller’s minimum, not individually provable and reasonable losses. 
      1. The Buyer’s obligations under the Contract shall be secured by an advance payment of the Contract Price to be paid to the Seller not later than the date of commencement of the Buyer’s Order. The Seller shall be entitled to use (set off) the amount of the Contract Price paid by the Buyer in advance for the following purposes:
        1. to cover the Seller’s reasonable direct losses incurred as a result of the Buyer’s fault;
        2. to cover liquidated damages payable by the Buyer to the Seller for improper performance of its obligations under the Contract and/or for unjustified and unlawful unilateral termination of the Contract.
  • The Seller shall be liable for the malfunction of the Platform and/or disruptions in the provision of the Services and the resulting damage to the Buyer or third parties only if such damage is caused by the Seller’s intentional actions.
  • The Seller shall not be liable for the inactivity of the Platform and/or the non-provision or inadequate provision of the Services and/or damage caused to the Buyer, if this is due to the fault of a third party or due to circumstances beyond the Seller’s reasonable control and ability to foresee and prevent the occurrence of these circumstances or their consequences.
  • The Buyer understands and acknowledges that he/she is responsible for the transfer of his/her data, including Personal Data, to third parties. If the Platform and/or Services are used by a third party (using the Buyer’s data), the Seller shall be deemed to be the Buyer and the Buyer shall be responsible for all related obligations.
  • The Seller shall be exempt from any liability in cases where the loss is caused by the Buyer’s failure to actually read these Terms and Conditions, the Privacy Policy, and/or any other information made available to the Buyer in the Platform environment about the descriptions of the Furniture, its parts and/or fittings, including fittings, or any other information offered by the Platform in the 3D Modelling design environment of the Platform, even though the Buyer was given the opportunity to do so.
  • The Seller’s liability for breach of the obligations set out in these Conditions and/or the Contract shall be limited to the amount paid by the Buyer to the Seller prior to the breach of the Contract, which in any event shall not exceed the Contract Price. 
  • FINAL PROVISIONS
    1. The Parties may exchange information electronically, and such exchange of information will be deemed to be proper and to be equivalent to a written document. All communications relating to the use of the Platform and/or the Services and/or the Contract shall be made as follows: (i) the Buyer shall send all notices, requests, demands and questions to the contacts indicated in these Terms and Conditions, as well as to the contact addresses indicated in the Platform’s “Contact” environment; (ii) the Seller shall send all notices and other information to the Buyer to the e-mail address indicated by the Buyer, which shall be deemed to be received by the Buyer 12 (twelve) hours after the moment it is sent.
    2. The Rules are drawn up in accordance with the legislation of the Republic of Lithuania.
    3. These Terms and Conditions and the relationship between the Parties hereto shall be governed by and construed in accordance with the laws of the Republic of Lithuania.
    4. Any disagreements arising out of the performance of these Terms and Conditions and/or the Agreement shall be settled by negotiation. In the event of failure to reach an agreement, disputes shall be settled in accordance with the procedure established by the laws of the Republic of Lithuania in the courts of the Republic of Lithuania within the territorial jurisdiction of Vilnius City.