General Terms & Conditions of the SME credit agreement
1. BASIC CONCEPTS
The terms defined in this Chapter shall be written in the first capital letters in the text of the Agreement if, by context, their meaning does not differ from that defined in this Chapter.
Agreement – this credit agreement, which consists of the Special and General Terms and Conditions, the payment schedule, as well as all its annexes, amendments and supplements, if any.
Borrower – a legal entity with whom the Lender has entered into the Agreement, and which is specified in the Special Terms and Conditions of the Agreement.
Credit – an amount of money provided by the Lender to the Borrower which is available to the Borrower and which the Borrower is obliged to repay to the Lender in accordance with the procedure and within the time limits set out in the Agreement. The amount of the Credit is specified in the Special Terms and Conditions of the Agreement.
Credit costs – the sum of Interest and Opening fee.
Interest – the Borrower's remuneration to the Lender for the use of the Credit. The interest rate is fixed and is specified in the Special Terms and Conditions of the Agreement. For the purpose of calculating the Interest, a year is deemed to have 365 days (or 366 days in a leap year) and a month has a calendar number of days. Interest will begin to be calculated from the date of disbursement of the Credit and will continue to be calculated until the date of repayment of the Credit. Interest is paid on the dates specified in the payment schedule.
Lender – Saldo Bank UAB, company code 305334925, registered office address Žalgirio str. 94-1, Vilnius.
Opening Fee - a fee paid by the Borrower to the Lender for the preparation of the Agreement and other documents.
Parties – the Lender and the Borrower.
Payment date – the Special Terms and Conditions and/or the Payment schedule specify the dates on which the Borrower repays the Credit to the Lender and pay the Interest, Opening and other fees.
Payment schedule – a document containing the dates and amounts of repayment of the Credit, whereby the Borrower repays the Credit (part thereof) and pays the Interest and/or other fees to the Lender. The Payment schedule is an integral part of the Agreement. The Payment schedule is provided to the Borrower together with the Agreement.
Promissory note – a security issued by the Borrower whereby the Borrower unconditionally undertakes to pay to the Lender (the holder of the promissory note) the amount specified in the note.
Surety – the person (s) who has guaranteed the Borrower's obligations under this Agreement.
2. SUBJECT MATTER OF THE CONTRACT
2.1. The Lender undertakes to issue the Credit to the Borrower and the Borrower undertakes to repay the Credit, pay the Interest and fulfil all other obligations under the Agreement.
3. DISBURSEMENT OF THE CREDIT AMOUNT
3.1. The Lender disburses the Credit to the Borrower by transferring the Credit to the Borrower's account, the number of which is specified in the Special Terms and Conditions of the Agreement.
3.2. The Credit is disbursed in the currency specified in the Special Terms and Conditions of the Agreement.
3.3. The credit is disbursed when all of the following conditions have been completed:
3.3.1. The Borrower has signed the Special and General Conditions of the Agreement and other documents constituting the Agreement, which is considered as an integral part of the Agreement.
3.3.2. The Borrower has signed a Promissory note, whereby it undertakes to pay to the Lender an amount not less than the amount of the Credit and Credit costs, if such obligation of the Borrower is provided in Special Terms and Conditions of the Agreement.
3.3.3. A surety is provided for the Borrower's obligations under this Agreement, if such a clause is stipulated in the Special Terms and Conditions of the Agreement.
3.3.4. The Borrower and the sureties for the Borrower's obligations have complied with all other terms and conditions set out in this Agreement and the Annexes hereto which were required to be complied in accordance with this Agreement prior to the disbursement of the Credit.
3.3.5. There are no adverse changes in the Borrower's financial condition, assets or results of operations as compared to the condition existing at the time of entering into the Agreement, including reorganization, restructuring, bankruptcy proceedings, seizures of accounts or funds in accounts, or any other restrictions on the Borrower or on any of the Borrower's group companies or the Lenders, that would have a material adverse effect on the Borrower's performance of the Borrower's obligations under this Agreement.
3.3.6. There are no other grounds set out in the legislation allowing or obliging the Lender to suspend the business relationship with the Borrower and/or the disbursement of Credit and/or terminate the Agreement.
4. COST OF CREDIT AND OTHER FEES
4.1. The Borrower pays to the Lender the Interest set out in the Agreement on the amount of Credit disbursed to the Borrower, starting from the date of disbursement of the Credit. Interest is calculated until the actual date of repayment of the Credit.
4.2. The Credit granted is subject to an annual fixed interest rate as specified in the Special Terms and Conditions.
4.3. Interest is calculated on a daily basis on the amount of Credit disbursed, assuming that a year consists of 365 days and a month consists of a calendar number of days.
4.4. At the request of the Borrower, in the event of a change in the terms and conditions of the Agreement (e.g., the Credit drawdown period, the Credit repayment period, the Payment schedule, the Credit amount), the Lender shall have the right to reset the Interest rate charged for the Credit.
4.5. The Borrower pays to the Lender the Opening Fee as specified in the Special Terms and Conditions of this Agreement.
4.6. During the term of the Agreement, the Borrower pays to the Lender other fees (if any) as may be determined by the Lender in relation to the creation and performance of the Agreement, including the fee for amendment of the terms of the Agreement, and any other fees set out in the Fees for Services.
5. CREDIT REPAYMENT AND OTHER PAYMENTS
5.1. The Borrower undertakes to repay to the Lender the Credit, as well as to pay the Interest and the Opening Fee in accordance with the procedure and within the time limits set out in the Payment schedule of the Agreement. Throughout the term of the Agreement, the Borrower shall have the right to receive the Payment Schedule at any time and free of charge.
5.2. The Borrower undertakes to transfer all amounts to be paid under the Agreement to the account of the Lender specified in the Special Terms and Conditions of the Agreement. The payment order shall include: the name of the Borrower and the Agreement number. In case of contradictory or unclear data in the payment order, the Lender will first refer to the customer code in the Lender's information system, then to the Agreement number or to the name of the Borrower.
5.3. Contributions received in relation to the Agreement are distributed as follows:
5.3.1. First line – penalty fees, second line - the Interests, third line – the Credit, fourth line – other fees and expenses.
5.3.2. In accordance with the order of priority set out in clause 5.3.1, the earliest due payments have to be paid first.
5.3.3. If the Borrower enters into more than one Agreement and fails to make payments under any Agreement, the Lender shall have the right to direct the funds received from the Borrower to the repayment of the arrears of the Agreements that are acceptable to the Lender, irrespective of the particulars of the payment order.
5.4. If the Borrower pays more than it is obliged to pay after fulfilling its obligations under the Agreement in full, the Lender shall have the right to cover the credit instalments (or portions thereof) with the latest due dates in the Agreement's payment schedule.
5.5. If the Borrower has fulfilled all its obligations under the Agreement and has paid more than it was obliged to pay, the Lender shall have the right to reimburse to the Borrower the part of the instalments which exceeds the Borrower's obligations under the Agreement, provided that such part is more than 10 euros (ten). The Borrower pays to the Lender a fee of 10 euros (ten) for this repayment.
5.6. If the Borrower has fulfilled all of his/her obligations under the Agreement and has paid more than it is obliged to pay, and the part of the instalments in excess of the Borrower's obligations under the Agreement is equal to or less than 10 euros (ten), the Lender shall have the right to refuse to refund such part of the instalments to the Borrower.
6. EARLY REPAYMENT OF THE CREDIT
6.1. The Borrower shall have the right to repay all or part of the Credit at any time by giving prior written notice to the Lender. If the Borrower repays part of the amount of the Credit on its own initiative before the due date and without prior written notice to the Borrower, the Lender is entitled to cover the instalments (parts thereof) with the latest repayment due dates as set out in the payment schedule of the Agreement.
6.2. Upon repayment of the full amount of the Loan, the Interest, penalty fees and debt collection costs, if any, accrued up to the date of repayment are paid. In that case, the Borrower also needs to pay the total Opening fee which is specified in the Special Terms and Conditions of the Agreement. Upon repayment of a part of the Credit amount, a new payment schedule is drawn up in respect of the remaining amount, covering the instalments (parts thereof) for which the due dates are the latest in the Agreement's payment schedule, which is sent to the Borrower by email or postal notice. The new payment schedule is mandatory for the dates specified therein.
7. OBLIGATIONS AND CONSENTS OF THE BORROWER
7.1. The Borrower may use the Credit only for the purpose specified in the Agreement. When the Credit is secured by a guarantee (e.g., by INVEGA, EAGGF) or a surety provided by a third party, the Borrower undertakes to comply with the additional conditions imposed by the guarantor and/or surety. Nor may the Credit be used to meet financial commitments with financial institutions.
7.2. The Borrower undertakes not to do any of the following during the term of the Agreement without the prior written consent of the Lender:
7.2.1. enter into new obligations under guarantees, sureties, pledges or other agreements of a similar kind which ensure the proper performance of obligations by third parties;
7.2.2. reduce the authorized capital of the Borrower and/or buy back own shares (part thereof);
7.2.3. to take decisions or commence implementation regarding the reorganization of the Borrower by way of merger or demerger, the reorganization, liquidation or restructuring of the Borrower, the separation, sale, lease, other assignment or restriction of rights to the Borrower or any part thereof, as well as to initiate in any form the commencement of insolvency proceedings for the Borrower, except where the initiation of the bankruptcy proceedings for the Borrower is necessary in accordance with the mandatory statutory provisions;
7.2.4. to propose to enter into or enter into an agreement with other creditors for assistance in overcoming financial difficulties, in accordance with the Law on Insolvency of Legal Entities of the Republic of Lithuania;
7.2.5. assign its rights and/or obligations under the Agreement to third parties;
7.2.6. when the Borrower is the owner of a sole proprietorship or a farmer, to enter into property transfer, division, and/or other agreements changing the legal status of family property;
7.2.7. dismantle, lease, write-off, sell and/or otherwise transfer to third parties the Borrower's tangible and/or financial fixed assets, the aggregate carrying amount of which during the Borrower's last financial year exceeds 15% of the carrying amount of the fixed assets (the restriction on lease of fixed assets does not apply to a Borrower whose business activity is the lease of fixed assets and which was notified to the Lender at the time of conclusion of the Agreement;
7.2.8. pledge or otherwise restrict the Borrower's assets to secure the performance of the Borrower's obligations to other creditors;
7.2.9. Borrowing from financial institutions and/or other persons under credit, loan, guarantee, leasing, factoring and/or other agreements, as well as through the issue of debt securities and/or promissory notes, in an amount greater than 15 000 euros and, if after the new commitments, the DSCR ratio (credit service coverage ratio, calculated as the ratio of EBITDA (operating profit before interest, taxes, depreciation and amortization) to credit servicing costs (repayments and interest)) becomes less than 1.2, except for loans granted by the Borrower's shareholders to the Borrower for the purpose of cash-flow smoothing, duly subordinated to the existing debt obligations to the Lender;
7.2.10. to grant loans to third parties (including the Borrower's shareholders and/or persons related to them) in any form whatsoever (except for the granting of trade credits necessary for the normal operation of the Borrower's business);
7.2.11. to sell or otherwise dispose of or lease to third parties its business or any part of it, to invest in other companies, or to dispose of, pledge or otherwise restrict the shares of its subsidiaries and related non-proprietary rights, to set up companies (alone or jointly with other partners);
7.2.12. to invest in tangible and intangible fixed assets, in shares, bonds or other securities of other undertakings, as well as to acquire the capital or part of the capital of other undertakings, when the capital or part of the capital of such investments or the capital of the other undertaking to be acquired exceeds 15% of the balance sheet value of the Borrower's fixed assets for the last financial year;
7.2.13. to distribute the Borrower's profits, to offer and pay dividends or other benefits to the Borrower's participants, to repurchase the Borrower's own shares, to otherwise disburse a share of the Borrower's profits or assets etc.;
7.2.14. to provide support amounting to more than 15% of the Borrower's net profit for the last financial year.
7.3. The Borrower undertakes to inform its shareholders and to ensure that during the entire term of the Agreement there shall be no change in the structure and/or composition of the Borrower's shareholders and/or the number of the Borrower's shares held by the Borrower's shareholders without the Lender's prior written consent.
7.4. If the total outstanding obligations of the Borrower and its related persons to the Lender are less than 10 000 euros and are duly fulfilled by the Borrower, the Borrower shall be exempted from the application of clauses 7.2.7-7.2.15 and clause 7.3 of the General Credit Terms and Conditions.
7.5. At the request of the Lender, the Borrower undertakes to enable the Lender's representatives to observe the implementation of the financed project without hindrance, to verify the use of the Credit in accordance with the purpose of the Credit, and to become acquainted with the economic-financial and other documentation related to the Credit use.
7.6. The Borrower undertakes to inform the Lender promptly of any change of name and of any other decisions or plans relating to the legal status of the Borrower.
8. TERMINATION OF THE AGREEMENT
8.1. The Lender shall have the right to terminate the Agreement unilaterally, without recourse to a court, prior to its maturity when all of the following conditions exist:
8.1.1. The Lender has informed the Borrower in a written notice of the overdue payment.
8.1.2. The payment is more than one month overdue, and the amount of the overdue payment is at least ten (10) percent of the outstanding amount of the Loan, or the payment is more than 75 calendar days in overdue.
8.1.3. The overdue payment has not been settled within 14 calendar days from the date of delivery of the written notice of overdue payment to the Borrower.
8.2. The Lender undertakes to notify the Borrower about the intention to terminate the Agreement in the case provided for in clause 8.1 in a written form and at least 14 calendar days in advance.
8.3. Notification of overdue payment or termination of the Agreement shall be sent to the Borrower by e-mail to the e-mail address specified in the Special Terms and Conditions of the Agreement.
8.4. The Lender shall also have the right to terminate the Agreement unilaterally, without recourse to a court when other material terms and conditions of the Agreement are breached.
8.5. In the event of early termination of the Agreement, the Borrower undertakes to immediately repay the entire outstanding amount of the Loan and to pay the accrued Interest, and any other amounts payable under the Agreement.
9. CONSEQUENCES OF NON-PAYMENT
9.1. In the event of late payment of contractual instalments, the Borrower shall be obliged to pay a penalty fee of 0.05% of the overdue amount for each day of delay. The fee shall be calculated until the date of repayment of the debt.
9.2. Payment by the Borrower of an overdue amount shall not relieve the Borrower from fulfilling its obligations under the Agreement.
9.3. If the damages suffered as a result of non-performance or improper performance of the Agreement are not compensated for by the penalty fee provided for in clause 9.1 of the Agreement, the Borrower shall compensate for the damages in accordance with the procedure laid down by the laws of the Republic of Lithuania.
9.4. If the Borrower fails to duly and timely perform its obligations under the Agreement, the Lender shall be entitled to:
9.4.1. Apply to debt collection companies and/or the court for the recovery of the debt through enforcement proceedings. The Borrower undertakes to pay the Lender's costs related to out-of-court debt recovery (e.g., by using debt collection companies, lawyers, consultants, property appraisers).
9.4.2. Assign its rights under this Agreement to third parties (e.g., debt collection companies).
9.4.3. Transfer information relating to a breach of the Agreement (e.g., amount of debt, number of days overdue, etc.) to third parties with a legitimate interest (e.g., data controllers maintaining joint debtor data files). For the Borrower, this transfer of data may have negative consequences: the disclosure of data on the Borrower's indebtedness may hinder the Borrower's ability to obtain credit or enter into other financial arrangements in the future, as information on the fact of indebtedness may be available in the databases for a period of ten (10) years following the settlement of the indebtedness.
9.4.4. Use Promissory note issued by the Borrower.
9.4.5. Apply to the Sureties for debt repayment.
10. VALIDITY AND AMENDMENT OF THE AGREEMENT
10.1. The Agreement signed by the Parties enters into force on the date of conclusion specified in the Special Terms and Conditions of the Agreement.
10.2. The Agreement is also deemed to have been concluded as of the date of its conclusion if the Borrower expresses its will to accept (confirm) the terms and conditions of the Agreement by electronic means (using electronic banking and/or electronic signature). The Agreement concluded by electronic means shall be treated as a transaction in writing and shall have the same legal effect as an Agreement evidenced by signatures of the parties.
10.3. Amendments or supplements to the Agreement subsequently signed by the Parties also enter into force in accordance with the procedures set out in clauses 10.1–10.2.
10.4. Any written correspondence between the Parties is not deemed to be an amendment to the Agreement.
10.5. Notwithstanding anything in clauses 10.1–10.2 of the Agreement, the Agreement is not entered into force and the Credit is not disbursed to the Borrower if any of the following circumstances exist:
10.5.1. The Borrower unilaterally changes the terms of the Agreement.
10.5.2. The Borrower improperly signs the Agreement.
10.5.3. The Lender does not receive all of the documents constituting the Agreement.
10.5.4. Failure to comply with the conditions set out in clause 3.3 of this Agreement.
10.6. The Agreement remains in force until the obligations of the Parties under the Agreement have been fully performed.
10.7. Obligations under the Agreement may be secured by suretyship and/or other means. The obligation to provide specific security shall be specified in the Special Terms and Conditions of the Agreement and, unless otherwise specified therein, the Credit is only disbursed upon the provision of the required security.
10.8. The Lender shall have the right to unilaterally change the General Terms and Conditions of the Agreement and the price list for services in the manner and in the cases set out in the terms and conditions of the Agreement. If the Lender unilaterally modifies the General Terms and Conditions of the Agreement and/or the price list, the Borrower shall have the right to unilaterally terminate the Agreement in accordance with the procedure set out in the General Terms and Conditions thereof.
11. NOTICES, REQUESTS
11.1. The Borrower undertakes to immediately inform the Lender of any circumstances that may affect the performance of the Agreement (e.g., significant decrease in income, seizure of the Borrower's funds, newly assumed financial obligations, etc.) and of any change in the contact details specified in the Agreement. The notification to the Lender shall be deemed to have been duly given if it is sent to the Lender's contacts specified in the Special Terms and Conditions of the Agreement.
11.2. All notices from the Lender to the Borrower are deemed to have been duly delivered if sent to the contacts specified in the Borrower's most recent letter.
11.3. All correspondence or notices relating to the Agreement shall be in a written form. Written notices are deemed to have been received after a period of three (3) working days, starting from the date of dispatch of the notice.
11.4. The Borrower's requests and notices to the Lender are submitted to the Lender using the details of the Lender specified in the Agreement. The Lender undertakes to respond to the request no later than within thirty (30) calendar days from the date of receiving it. The reply is normally submitted in the form in which the request was made.
11.5. If the Parties agree to amend the Agreement or other services are requested on the basis of the Borrower's request, the Borrower is obliged to pay the fees related to the amendment of the Agreement and/or provision of additional services as set out in the Lender's price list and published on the Lender's web page.
12. DISPUTE RESOLUTION AND LIABILITY
12.1. Disputes between the Parties arising out of the Agreement are solved in accordance with the law of the Republic of Lithuania.
12.2. Disputes and disagreements between the Parties are settled primarily through negotiations, or, failing that, in the court having jurisdiction over the dispute.
12.3. If the Borrower's place of residence is unknown, the Lender's claims are settled in accordance with the Lender's place of residence.
12.4. In order to resolve disputes with the Lender, the Borrower shall have the right to apply to the Bank of Lithuania, at Žirmūnų str. 151, LT-09128 Vilnius.
13. INFORMATION CONFIDENTIALITY
13.1. The Agreement and any information relating thereto is treated as confidential and cannot be disclosed without the written consent of the other Party, except as provided for in the Agreement and where disclosure is necessary to comply with the requirements of the legislation of the Republic of Lithuania.
13.2. Clause 13.1 of the Agreement is not applied when the Borrower defaults under the Agreement and the Lender discloses information to third parties in cases of assignment of claims.
14. DATA PROTECTION
14.1. The Lender takes care of the protection of personal data and privacy of the Borrower or its representatives. When providing credit services, the Lender collects, uses, stores and processes the data of the Borrower or its representatives for the performance of the Agreement, for the performance of the Lender's obligations under applicable legal acts and for other purposes in accordance with data protection legislation.
14.3. The Borrower must immediately notify the Lender in writing if the Borrower becomes aware that the Lender collects, uses, stores and processes inaccurate or outdated personal data of the Borrower or its representatives, or it considers that any personal data of the Borrower or its representatives is collected, used, stored and handled violating legal requirements.
14.4. The Borrower has the right to provide an objection regarding the usage of its e-mail address specified in this Agreement, for the purpose of direct marketing, informing the Lender by e-mail email@example.com prior signing the Agreement. The Borrower confirms that its e-mail address specified in this Agreement is the contact address of the Borrower as a legal entity. If the Borrower has not expressed the above-mentioned objection with the procedure set forth in this Clause, then Lender’s direct marketing information will be sent to the Borrower after signing this Agreement. The Borrower has the right to refuse to receive direct marketing information at any time by notifying the Lender by e-mail firstname.lastname@example.org.
15. CONCLUDING PROVISIONS
15.1. The Borrower agrees to receive information on the performance of the Agreement by e-mail, telephone, short message (SMS), if these contacts are specified in the Agreement.
15.2. The Borrower cannot assign its rights and obligations under this Agreement to any third party.
15.3. The Lender shall have the right, without the consent of the Borrower, to assign, pledge, mortgage, transfer to a third party all or part of the creditors' claims arising or likely to arise out of the Agreement, provided that it will not prejudice the rights of the Borrower and will not burden the Borrower's obligation.
15.4. The Borrower warrants that all documents and information provided to the Lender are accurate and correspond to the truth. If the information provided by the Borrower proves to be incorrect, the Borrower has to compensate the Lender for any loss suffered by the Lender as a result of the use of incorrect/false information.
15.5. By signing the Agreement, the Borrower confirms that prior to the conclusion of the Agreement, it has received, read and understood the Terms and Conditions of the Agreement, agrees to and undertakes to abide by the Terms and Conditions of the Agreement, the Terms and Conditions of the Agreement have been explained and individually discussed with it, and it does not wish to change or amend the terms of the Agreement. The Borrower further confirms that the amount of the Credit granted under the Terms and Conditions of the Agreement is in accordance with the Borrower's needs and financial capacity.
15.6. The Lender and each Borrower shall each have one copy of the Agreement with equal legal effect.