1. GENERAL TERMS
1.1. These General Terms and Conditions of Maintenance and Repair (hereinafter – the “General Terms”) shall constitute an inseparable part of UAB “FL Technics” (hereinafter – “FL Technics” or “FLT”) Proposal, Quotation or any other similar document, as applicable, and Customer’s Purchase Order (hereinafter – the “Proposal”). Acceptance of the Order by the Customer shall be treated as ac-ceptance of these General Terms. Customer’s Standard Contract Terms and Conditions are not applicable. Deviations from these General Terms need to be agreed in writing. These General Terms apply to all aircraft maintenance, engi-neering, design and repair services (hereinafter – the “Services”) provided by FL Technics until the respective agreement for the provision of Services is executed between the Parties.
1.2. Customer shall supply FL Technics in advance with current (updated) aircraft documentation required for Service performance.
1.3. The Customer warrants that at the date of the input of the aircraft to FL Tech-nics / its subcontractor’s facility it will have obtained any relevant authorizations required from the appropriate authority to allow FL Technics / its subcontractor to perform the Services and shall provide copy of such authorization.
1.4. The Customer shall grant / make the aircraft possessor and/or the owner grant FL Technics’ personnel unrestricted access (either remote or direct) to the air-craft and records/documentations in a timely manner. The Customer is responsi-ble for acquiring (and for negotiation of the terms for such acquisition) all neces-sary permits such as, inter alia, permissions allowing taking pictures of the air-craft or entry into the airport premises.
1.5. FL Technics shall have the right to sub-contract any or all of the Services provided it obtains the Customer’s consent, which consent shall not be unreasonably withheld, as a result of FL Technics lack of capability or capacity.
1.6. Unless otherwise agreed in writing, delivery of material or an aircraft will be at Customer’s risk and expense unless otherwise agreed in writing. Redelivery of material or an aircraft will be EXW the FL Technics facility.
1.7. The performance by FL Technics of the Services shall not constitute in any way for Customer a transfer of title or any right of use, of all or part of the In-tellectual Property Rights owned by FL Technics or licensed to FL Technics by any third party. Should the performance of the Services by FL Technics result in the creation and development of any Intellectual Property Right, FL Technics shall be the sole owner and shall have full title and interest in such right upon its creation, including all rights relating to such Intellectual Property Right.
1.8. FL Technics reserves the right to change, modify, add or remove these General Terms at any time without prior notice.
2. COMMERCIAL TERMS
2.1. Prices for the Services shall be specified in the Proposal and Invoice.
2.2. All rates prescribed in the Proposal not include VAT (if such applies). In addition to the price for the Services, the Customer shall pay any taxes (including value added taxes, excise, import and export duties and etc.), any levies and any other fees related to the Proposal (including withholding taxes). All payments to be made by the Customer hereunder shall be made without set off or counterclaim, free and clear of and without deduction for or on account of any present or future taxes, charges, levies, imposts, duties or Withholdings (hereinafter – the “Withholding”). If the Customer is compelled by law to make a Withholding the Customer will ensure that the deduction does not exceed the minimum legal liability therefore and the Customer shall pay to FL Technics such additional amounts as may be necessary to ensure that FL Technics re-ceives a net amount equal to the full amount that would have been received had the payment not been made subject to such Withholding. FL Technics shall not be liable for any VAT or any taxes, duties or similar charges which arise in any jurisdiction other than Lithuania and these will be covered by the Customer. Should any taxes be levied by any government or any tax authority against any payment by Customer to FL Technics under the Proposal, and should FL Technics not actually receive on due time a net amount equal to the full amount provided for under the Proposal, Customer shall pay all necessary additional amounts to ensure receipt by FL Technics of the full amount so provided.
2.3. All payments in connection with the Proposal shall be made in currency speci-fied in the Invoice to the bank amount specified in the Invoice. Any fees charged by a bank in connection with the transfer of funds from Customer to FL Technics will be borne by Customer.
2.4. If payment terms were not individually agreed, Customer shall be obliged to make payment within 10 calendar days from the issuance date of copy of the Invoice. Copies of invoices shall be sent to the Customer via email and / or fax and the originals of the Invoices shall be sent by post.
2.5. Customer shall notify to FL Technics any disputed amount within fifteen (15) Days from the invoice issuance date, accompanied with all relevant justifica-tions. Customer shall not withhold the payment of any amount of any invoice nor shall Customer set off any amount against invoices. After settlement of the dispute, the eventual adjustment of the invoice (and late payment charge) will be made.
2.6. All invoices shall become due and payable immediately upon the occurrence of a breach by Customer to perform its obligations as agreed under the Proposal. In case of repeated late payments, FL Technics reserves its right to request other payment terms to Customer (such as but not limited to letter of credit or cash before delivery), or to immediately terminate without legal notice the Proposal or any part thereof without prejudice to any other rights that FL Technics may have under the Proposal or at law.
2.7. Any amount overdue for payment by the Customer shall incur a monthly simple interest charge of 3% (three per cents) until actual payment is received in cleared funds. Interest shall be immediately payable on demand.
2.8. In the event that any sum is not paid by the Customer as provided for under the Proposal then FL Technics shall be entitled on 24 (twenty four) hours notice to suspend further performance of the services until all outstanding amounts have been received by FL Technics in cleared funds and the time for performance of such services shall, at FL Technics option, either be extended by a period equal to the duration of the suspension plus 24 (twenty four) hours or shall be re-scheduled.
2.9. In case of non-payment by Customer FL Technics has by virtue of its Services rendered a contractual right of retention and a contractual lien over the subject matter in its custody as well as the right to repossess any property of FL Tech-nics in Customer’s possession. These rights as well as a set-off right may also be claimed for Services rendered or material supplied previously.
2.10. FL Technics may set off amounts due to Customer against amounts due by Customer, even if such amounts are not liquid, fungible and/or payable. FL Technics will notify Customer of such set off.
2.11. Title to any component supplied shall pass from FL Technics to the Customer when payment in full has been received by FL Technics.
2.12. If the Customer for any reason, including the exercise of FL Technics Lien should not collect any aircraft/materials from FL Technics Maintenance facility on completion of the Services, FL Technics shall no longer be responsible for the aircraft/materials and shall be entitled to charge the Customer parking/storage charges at the rates valid at the time of performance of Services. Customer shall be charged for parking/storage until such time that the aircraft/material is removed from FL Technics premises. Any maintenance on and insurance of the aircraft shall be the responsibility of the Customer for so long as the aircraft shall remain at FL Technics premises.
2.13. Performance of the base maintenance services is subject to the Slot Reser-vation Fee for each aircraft, which is charged by FL Technics at the rates and on the terms valid at the time of performance of the Services.
2.14. The Customer shall be responsible at its entire expense for, including but not limited to: (i) all charges relating to the positioning of the aircraft to and from the FL Technics facility; (ii) all charges arising from the defueling, storage / disposal of fuel and refuelling of the aircraft; (iii) all hotel, travel or accommodation requirements of Customers’ employees, servants, agents or sub-contractors; (iv) all Customer computer requirements; (v) all international, local call charges for telephone (including mobile phones), fax, and the Internet usage.
2.15. The Price excludes daily allowance, lodging in the hotel, visa costs, travel ex-penses, and other Services related communication expenses and shall be borne by the Customer when Services are performed outside of the FL Technics facili-ty.
2.16. In case payments are due under one or more invoices, FL Technics shall be entitled at its own discretion to set off any amounts paid by Customer against any outstanding invoices due under any agreement between the Parties without regards to the actual purpose of the payment (reference) indicated by Customer at the time when the payment (transaction) was made. Such set-off shall be without prejudice to any other rights that FL Technics may have under the Proposal or at law.
3.1. FL Technics warrants that Services under the Proposal are rendered in accord-ance with the EASA standards and Civil Aviation Authority of the Republic of Lithuania (LR CAA) standards when work is carried out in accordance with LR CAA certificate of approval for aircraft maintenance.
3.2. FL Technics warrants that all Services provided by FL Technics under the Pro-posal will be free from defects in workmanship.
3.3. A defect will only be regarded as subject to warranty if it arises (i) within 180 (one hundred eighty) calendar days or within one thousand (1000) flight hours after Redelivery, whichever may occur first (in case base maintenance services have been performed on the Aircraft); (ii) before performance of next scheduled (in accordance with Aircraft Maintenance Program) line maintenance services (in case line maintenance services have been performed on the Aircraft); (iii) within 60 (sixty) calendar days from completion of Services (in case design changes services have been performed on the Aircraft); or (iv) within 180 (one hundred eighty) calendar days or within one thousand (1000) flight hours, whichever may occur first, after completion of Services (in case refurbishment, engineering or CAMO services have been performed on the Aircraft).
3.4. A warranty claim must be raised by Customer within 7 (seven) days after the defect has become apparent and FL Technics must be provided with the de-fective part for inspection and repair within an additional thirty (30) days after the warranty claim has been raised. If a defect arises on an irremovable part of an aircraft the Parties will agree upon arrangements by which such defect will be remedied at Customer’s best convenience as well as at conditions reasonable for FL Technics.
3.5. Customer must prove that FL Technics did not properly perform the work causing the defect. Material must at all times have been stored, handled and operated in accordance with manufacturer’s recommendation and the defective part may not be serviced, repaired, overhauled, maintained or modified by anyone other than FL Technics or its Subcontractors.
3.6. The cause of the defect must be related to Services rendered by FL Technics. FL Technics does not warrant for Subcontractor’s / Supplier’s material or Services. For such material or Services any assignable rights to warranty granted to FL Technics by its Subcontractor’s / Supplier’s will be assigned to Customer. In case work is performed by Subcontractor or in case parts pro-cured from Subcontractor / Supplier are installed, all assignable warranties of Subcontractor / Supplier will be transferred by FL Technics to Customer. In case of demands, pretensions or warranty claim against a Subcontractor / Supplier FL Technics shall cede its rights against the Subcontractor / Supplier to Customer. Subcontractor / Supplier directly will response and be liable to Customer for its breach of warranty.
3.7. FL Technics warranty shall not extend to any claim, failure or damage which re-sults from defects, non conformity, failure or not normal wear and tear which are in whole or in part attributable to or the result of, FOD, IOD, abnormal, incorrect, inaccurate or improper use, operation, maintenance, handling, storage, transpor-tation, packing or installation, OEM’s design deficiencies, misuse, abuse or acci-dents, Force Majeure or incidents and taking into consideration the specific use and design of such Aircraft and/or Item, which has not been anticipated by the standards, regulations, procedures and/or requirements issued by the relevant manufacturer, the relevant Airworthiness Authorities and/or FL Technics.
3.8. FL Technics will correct the defective Item or replace it with a non defective Item (at its own discretion) at its own cost and expense except that Customer will arrange at its own risk and expense for the removal, installation and the transport of such Item DDP repair shop. FL Technics obligations with respect to the foregoing shall only require FL Technics to correct defects, replace or restore the defective Item to a serviceable condition equivalent to that at the time the defect occurred. In case of a remedial action, the initial warranty period shall continue for the remaining period of the warranty as set forth in Clause 3.3 above.
3.9. Should the warranty claim be rejected, the Services provided by FL Technics, in-cluding shipping costs, material or inspections costs and/or specialists assign-ment (if applicable), will be charged to Customer on a time-and-material basis.
3.10. The warranties and obligations of FL Technics and remedies of Customer set forth in this Clause are exclusive and in substitution for, and Customer hereby waives, releases and renounces all other warranties, obligations and liabilities of FL Technics and all other rights, claims or remedies of Customer against FL Technics and/or its insurers, express or implied, arising by law or otherwise, with respect to any non conformity or defect in any data, part or product delivered or Service performed in relation to or under the Proposal including but not limited to (i) any warranty against hidden defects, (ii) any implied warranty of merchantability or fitness for intended use, (iii) any implied warranty arising form course of performance, course of dealing or usage of trade, (iv) any warranty against infringement, (v) any obligation, liability, right, claim or remedy (whether in contract, in tort or otherwise). In no event will FL Technics be liable for indirect damages. FL Technics liability connected with or resulting from this warranty will not exceed the cost of correcting the defect / price of replacing Material.
3.11. The warranty is not assignable without FL Technics written consent.
4.1. FL Technics, its personnel and its subcontractors shall not be liable for any damage to, or loss of, property of Customer including the aircraft, or injury or death or any other damage directly or indirectly caused to Customer’s directors, officers, employees, agents, servants or third Parties during or after, due to, or in connection with, or in consequence of the performance or non-performance of the Proposal (including third parties’ claims), unless caused by wilful misconduct or gross negligence of FL Technics or its Subcontractors, and Customer shall in-demnify and hold harmless FL Technics, its directors, officers, employees, agents, servants and Subcontractors against any and all such claims including costs and expenses incident thereto.
4.2. Customer, its personnel and its subcontractors shall be liable for any damage to, or loss of, property of FL Technics (or property of any third party, which is located at FL Technics facility) including any facility where the aircraft or any part may be situated, or injury or death or any other damage directly or indirectly caused to FL Technics directors, officers, employees, agents, servants during or after, due to, or in connection with, or in consequence of the performance or non-performance of the Proposal (including third parties’ claims), unless caused by wilful misconduct or gross negligence of FL Technics.
4.3. Notwithstanding any other clause, FL Technics shall never be liable and Cus-tomer hereby waives, releases and renounces all rights and claims against FL Technics to the fullest extent permitted by law for any special, incidental, conse-quential, punitive or indirect losses or damages of any kind whatsoever (including without limitation loss of use, revenue or profit, loss of prospective economic advantage, loss of customers, loss of data, costs incurred as a result of the lease of a spare aircraft or Item or other costs resulting from the unavailability of an aircraft or Item, accommodation and compensation of passengers, or immaterial damage), for any reason whether arising in contract (including warranty) or otherwise.
4.4. FL Technics total liability for any and all demands or claims, for any damages connected with, or resulting from the performance of any Service will not exceed the price allocable to the Service which gave rise to such demand or claim.
4.5. FL Technics and Customer are fully aware and agree to FL Technics liability limitation and acknowledge that prices and rates for services specified in the Proposal have been calculated, inter alia by specific reference to the exclusions and liability limitations.
5.1. Throughout the duration of the Proposal (and for 2 years thereafter or to the next major check whichever is the greater) Customer shall procure and maintain and will provide FL Technics with a certificate of the following insurances in respect of the Aircraft: Hull All Risk insurance in respect of the aircraft; Hull War Risks insurance in respect of the aircraft, Passenger and Passenger Baggage Legal Liability, Cargo and Mail Legal Liability, aircraft third Party Legal Liability and Comprehensive General Third Party Legal Liability, All Risks insurance. The insurance referred above will include the following provisions where applicable: (i) FL Technics, its directors, officers, employees, servants, agents and Sub-contractors will be included as additional assured under all required liability in-surance; (ii) waiver of Underwriter’s rights of subrogation against FL Technics, its directors, officers, employees, agents, servants and subcontractors under all required Hull / Hull war insurance; (iii) provide that in the interests of the additional assured, the insurance will not be invalidated by any action or inaction of the Customer regardless of any breach or violation of any warranty of the policy; (iv) include a severability of interests section under the liability coverage, which provides that the insurance shall operate to give each Insured the same protection as if there were a separate policy, issued to each Insured.
5.2. The Customer will, at least 3 (three) days prior to the commencement of the Services and from time to time as FL Technics may reasonably request, furnish to FL Technics certificates of insurance evidencing that the forgoing insurances are in full force and effect. Failure by the Customer to evidence the certificates of insurance or include necessary provisions required by this Clause shall not relieve the Customer of the insurance requirements set forth and/or in any way relieve or limit its obligations and liabilities under any other provision of the Proposal.
6. EXCUSABLE DELAYS
6.1. The Parties agree that it will be deemed not to be FL Technics’s fault and FL Technics will not be held liable if such Turnaround Times, performance dates or other agreed upon time limits are not met for reasons such as but not limited to: (i) force majeure, including but not limited to acts of the public enemy; war, insurrections or riots; fires; floods; explosions; earthquakes; serious accidents; epidemics or quarantine; any act of government or governmental authority; strikes or labour troubles causing cessation, slowdown or interruption of work; general hindrance in transportation; (ii) major defects on airframe, systems, Engines or Components which were unforeseen and which could not have been expected and which have an impact on the Services to be performed; (iii) an aircraft, material, documentation, insurance certificates or securities to be supplied by Customer not being available or being supplied late or Customer not accepting suitable material offered by FL Technics; (iv) material ordered in a timely manner from Suppliers not being delivered to FL Technics on time or not being delivered at all; (v) Customer withholding or delaying its consent where such consent is required under the terms of the Proposal; (vi) delays or failure of Customer to comply with the payment terms; (vii) additional tasks which were not part of the contracted work scope being carried out by FL Technics upon Customer’s request; (viii) FL Technics rightfully stopping or refusing the performance of Services.
6.2. If FL Technics is prevented by Excusable Delay from timely performance of any of its obligations hereunder, the time for performance will be extended by a period of business days equal to the time lost by reason of such delay.
7. EVENT OF DEFAULT
7.1. The occurrence of any of the following will constitute an Event of Default and material breach of the Proposal: (i) Party fails to make any payment due hereunder in the manner and by the date provided herein and fails to make such payment within twenty (20) Business Days after such payment is due; (ii) fails to make any payment due under any other agreement between the Parties or otherwise (iii) Party (a) suspends payment on its debts or other obligations, (b) is unable to or admits its inability to pay its debts or other obligations as they fall due, (c) is adjudicated or becomes bankrupt or insolvent or (d) proposes or enters into any composition or other arrangement for the benefit of its creditors generally; (vi) any proceedings, resolutions, filings or other steps are instituted or threatened with respect to the Party relating to the bankruptcy, liquidation, reorganization or protection from creditors of the Party or a substantial part of the Party’s property.
7.2. In the Event of default by the Customer, FL Technics may, upon written notice to the Customer, (1) suspend its performance in whole or in part, (2) terminate this Proposal and/or (3) declare all sums owing to FL Technics immediately due and payable. Exercise of any of the foregoing remedies by FL Technics shall not preclude exercise of any of the others, and neither the existence nor exercise of such remedies shall be construed as limiting, in any manner, any of the rights or remedies available to FL Technics under the applicable law.
8. PERSONAL DATA PROCESSING
8.1. Customer, as well as persons indicated in clause 8.9 of the General Terms themselves have presented or will present to FLT personal data of Customer’s and its employees and/or representatives, other persons indicated in clause 8.9 of the General Terms (e. g. (a) identification data: name, surname, personal identification number, identity document number, image, and etc.; (b) contact details: address, telephone number, e-mail address, and etc.; (c) details of Customer’s licenses, qualification, education, work experience, trainings, abilities; (d) financial data: bank name, operating account number; (e) e-mail correspondence, as well as any other information, which may be necessary in conclusion, performance and administration of the Agreement) under the Agreement, in performance of the Agreement or in connection with it. Customer must ensure that personal data of the Customer and its employees and/or representatives presented to FLT under the Agreement or for its performance and in connection with it, is collected and processed lawfully, is accurate, full and adequate.
8.2. FLT shall also have the right to additionally collect data about the Customer and its managers, representatives and other persons indicated in clause 8.9 of the General Terms, which data was made public by the Customer and its representatives (in registers, websites, public databases, etc.) and process it and use it otherwise for the purposes, on the grounds, under the terms, conditions and procedure set forth herein.
8.3. FLT shall have the right to accumulate, share, analyse and systemise personal data indi-cated in clauses 8.1. – 8.2. above in its information systems, contact information base, CRM base, other databases, systems, programs to the extent necessary for the purposes indicated in clause 8.4 hereof below.
8.4. FLT shall process personal data indicated in clauses 8.1. – 8.2. above for the following purposes and on corresponding legal grounds: (a) for conclusion, performance, admin-istration, support of this Agreement; (b) for creation, development, improvement of business and related legal interest of FLT or its employees, representatives, improvement of activities performed, services provided under the Agreement and their quality; (c) for defending itself from statements of claims or other demands, for exercise of rights of FLT and its employees, representatives; (d) for fulfilment of obligations imposed on FLT and its employees, representatives by applicable legal acts; (e) for direct marketing services; also (f) for monitoring and access to FLT premises purposes (CCTV and face recognition).
8.5. FLT shall protect personal data indicated in clauses 8.1 – 8.2 herein above throughout the effective term of the Agreement, also after its end – as long as necessary in order to defend itself from statements of claims or other demands, in exercise of FLT rights, also in fulfilment of obligations imposed on FLT or its employees, representatives by applicable legal acts, also to the extent necessary for the purposes of backup copies, business continuity purposes, unless the Customer consents to longer retention of personal data.
8.6. Personal data indicated in clauses 8.1 – 8.2 herein above can be presented to the follow-ing data recipients: FLT subsidiaries; public authorities by request of these bodies or in other cases stipulated in regulations; Civil Aviation Administrations of other countries, including those beyond the European Economic Area, during audits; companies providing services of data centres, brand hosting, cloud computing, website administration and related services; companies providing advertising, marketing services; companies that create, provide, support and develop software; companies providing information technologies infrastructure services; companies providing communication services; consulting companies; companies that carry out internet browsing analysis and analysis of activities on the Internet and provide related services; airports if a permission for access to the territory is necessary; insurance companies, if required; hotels in order to provide accommodation services, if required.
8.7. Personal data indicated in clauses 8.1 – 8.2 herein above may be presented for the Agreement performance and related purposes to partners, suppliers, other data recipients (including related companies), established and/or carrying on activities outside the European Economic Area. In non-EEA countries personal data can be subject to less strict personal data protection than in the EEA countries. FLT shall ensure that personal data will be transferred only if there is a sufficient basis for this under the GDPR and other applicable legal acts – such data transfer may be necessary for conclusion and performance of this Agreement (Article 49(1)(b) of the GDPR), it may also be based on other grounds, conditions and exceptions listed in Articles 46 – 49 of the GDPR. FLT shall take reasonable measures in order that data processors and recipients would process received data in accordance with the GDPR and other mandatory legal requirements (among other things, if necessary, FLT shall make a data transfer agreement in accordance with the standard data protection terms approved by the European Commission).
8.8. Customer confirms that it is aware of the fact that face recognition function and CCTV are used at FLT premises. Customer acknowledges that in order to access FLT premises it needs to consent to the use of face recognition and CCTV.
8.9. Customer must properly inform and receive written approval of all natural persons (its employees, agents, subcontractors’ employees or other representatives, other persons), whom it involves for performance of the Agreement, also whose data it discloses for performance of the Agreement and whose data it transfers to FLT, about transfer of their personal data to FLT about processing of their data on the grounds, under terms, proce-dure and terms set herein, also about a video recording and face recognition function when visiting FLT premises. The said persons must be informed before transfer of their data to FLT. The presented information should, inter alia, include the identity and contact information of FLT, as the data controller, personal data processing purposes, personal data categories, legal basis for processing, retention period, data recipients, including those outside the EEA, and rights one has under the General Data Protection Regulation (EU) 2016/679.
8.10. Customer confirms that it is informed that FLT will use personal data indicated in clauses 8.1 – 8.2 herein for sending newsletters, offers, invitations, notifications and information of other types, which is justifiable and lawful according to applicable legal acts. Customer may refuse such use of contact data at the time of conclusion of the Agreement and at any time thereafter, clicking on the relevant link in notifications it receives or stating its objection by e-mail email@example.com.
8.11. Taking into account restrictions imposed by legal acts, natural persons indicated in clause 8.9 of the General Terms have the following rights in connection with their personal data processing: to get access to processed personal data; to demand correction of incorrect, inaccurate or incomplete data; to withdraw at any time their consent to personal data processing; to object to personal data processing, when that is done on the basis of a lawful interest and in other cases provided for in the General Data Protection Regulation (EU) 2016/679; to demand deletion of personal data or restriction of its processing; to request transfer of personal data to another data controller or its direct presentation to FLT in a convenient form; when data is processed in breach of requirements of legal acts, Customer contacts FLT immediately using the contacts specified below. In such a case Customer will also be entitled to lodge a complaint to the State Data Protection Inspectorate (more info on https://www.ada.lt/). Customer should always contact FLT before lodging a complaint, so as to find a proper solution together. Customer in order to exercise the rights specified above of has other questions related to processing of personal data, contacts FLT data protection officer or a responsible person by e-mail: firstname.lastname@example.org or by post: FL Technics, UAB, Rodunios kelias 18, LT-02188 Vilnius, Lithuania.
8.12. The provisions of clauses 8.1 – 8.11 of the General Terms mutatis mutandis shall also apply to the Customer according to the principle of reciprocity if and to the extent FLT transfers relevant data of its employees and representatives to the Customer for the pur-poses of performance of this Agreement and related purposes.
9. GOVERNING LAW AND DISPUTE RESOLUTION
9.1. Proposal is executed and will be interpreted according to laws of the Republic of Lithuania.
9.2. Any dispute or difference arising between the Parties hereto as to the construc-tion of the Proposal or any other matter or thing arising hereunder or in connection therewith shall in the first instance be settled by the Parties in good faith through friendly negotiations. Failing such settlement, the Courts of Lithuania shall settle such disputes in accordance with Lithuanian law.