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FOROS rules

1. Definitions

Client is a natural or legal person registered on the Platform or registered by the Operator. The Client may perform various actions on the platform that create legal consequences - participate in the Auction, initiate the Auction, win the Auction, order the offered Forest Management Services and / or perform other actions.

Operator - FOROS Global, UAB, legal entity code 304832129, address: J. Jasinskio str. 12, Vilnius, Lithuania.

The Platform is an informational system for growing, managing, investing, selling and buying forests. It provides information about the Property, provides the opportunity to order Forest Management Services, conducts Auctions, and provides other services related to forest management and investments in the forest.

The Rules are the rules for the use of this FOROS forest management and investment platform, which apply to the Operator, Participants, Winners, Clients and Owners when organizing and conducting the Auction, ordering and executing Forest management services, performing other actions on the Platform.

Forest Management Services are services related to forest maintenance and management offered and provided on the Platform by the Operator or a partner selected by the Operator.

Owner - a natural person or legal entity that owns the Property. Property is a forestry and/or agricultural forest plots, as well as forest for cutting or timber warehouses or other real estate related to forest activities owned by the Owner.

The Application is a document signed by the Owner, which instructs the Operator to organize the Auction of the Property on the Platform and which is a document confirming the agreement between the Owner and the Operator.

An Auction is an auction organized through the Platform in order to determine the Winner who has offered the highest price for the Property for sale and who has acquired the right to sign the Sale Agreement.

Auction Winner Fee - the Operator's fee specified in the Platform, which is paid by the Winner.

A Participant is a Client who raises the price (s) at the Auction and who seeks to acquire the Property.

Auction Participation Agreement - an agreement concluded between the Operator and the Customer regarding his participation in auctions through the Platform, usually signed as an additional agreement, if Client did not confirm the Rules by electronic means of authentication during registration.

The Final Purchase Price is the maximum price offered for the Property during the Auction, which is determined by the Operator in accordance with these Rules and which the Winner undertakes to pay to the Owner.

The Winner is a Client who offered the highest price for the respective Property, which is determined by the Operator in accordance with these Rules, or the Participant who acquires the right to conclude the Sale Agreement after the other Participant offering the highest price has lost such right in accordance with these Rules.

The Minimum Sale Price is the price below which the Auction is considered not to have taken place.

End Time is the moment when the Auction ends, bets are no longer accepted and the Winner is announced.

A Contract of Sale is a contract of sale signed by the Owner and the Winner to whom the Property is sold.

Buy Now is an opportunity for the Participant to purchase the Property for a fixed amount of money without waiting for the end of the Auction.

The Initial Price is the price of the Property, which is determined and published on the Platform by the Operator with the consent of the Owner or by the Owner himself, if he is at the same time the Client, and from which bets start. Unless otherwise stated, the Initial Price is equal to the Minimum Sales Price.

The Start Time is the moment when the Operator or the Owner starts the Asset Auction on the Platform and the Participants can start bidding.

Preliminary Agreement is a preliminary agreement for the purchase and sale of a specific Property, the draft of which is available on the Platform prior to the announcement of the Auction, if the Operator decides that it may be necessary to sign the Preliminary Agreement.

 

2. General conditions

2.1. The Platform is designed to help the Client acquire, manage or sell their Property in the most efficient way and by electronic means.

2.2. These Rules are a binding legal document for the Client, the Owner, the Participants and the Winners. The Rules regulate the relations between the Operator, Clients, Owners, Participants and Winners related to the use of the Platform, ordering and providing Forest Management Services, Auction activities, settlement procedure for Assets acquired during the Auction, submission and acceptance of bids, conclusion of Sales Agreement and other related issues. Unless otherwise provided in the Rules, the provisions of the Civil Code of the Republic of Lithuania shall apply to the regulation of all actions and services provided on the Platform.

2.3. The Rules together with the signed agreements, applications, annexes and other information / documents related to the Property and provided on the Platform constitute the entire agreement between the Operator, the Client, the Owner, the Participant and the Winner on the subject of these Rules and replace all previous oral or written statements, negotiations, agreements and obligations with respect to the subject matter of these Rules.

2.4. By confirming these Rules by electronic means of authentication or by concluding the Auction Participation Agreement, the Client expressly acknowledges that he has read, understood and agrees with all the conditions set forth in these Rules.

2.5. By submitting the Application the Owner, or the Client by initiating the Auction, expressly acknowledges that he has read, understood and agrees with all the conditions set forth in these Rules.

2.6. Upon completion of each Auction, or by concluding a Sale Agreement using the Buy Now function, a separate Sale Agreement will be concluded between the Owner and the Winner with all necessary documents related to the transfer of ownership of the Property to the Winner.

2.7. Actions, consents, approvals or orders for Forest Management Services performed on the Platform create contractual obligations between the Clients, including the Property Owners, Participants and Winners, and the Operator.

 

3. Auction

 

3.1. Participation in the Auction

3.1.1. The Auction is open to any Client who has acknowledged the Rules by electronic means of authentication during registration and / or signed an Auction Participation Agreement with the Operator, and who has not been removed from the Platform or suspended.

3.1.2. The Operator has the right not to enter into the Auction Participation Agreement or to suspend the Client if he does not comply with the Rules, or has violated these Rules in the past, or the Operator has reasonable doubts about the Client's solvency and transparency of the transaction, or the Client has not paid the Auction Fee.

 

3.2. Property and it's description

3.2.1. The Property is owned by the Owner.

3.2.2. Property can be uploaded to the platform by:

3.2.2.1. The Owner of the Property, if he is also the Client at the same time;

3.2.2.2. Operator with the consent of the Property Owner.

3.2.3. The Property can be identified by the ID, unique / cadastral number and address specified in the Platform. Information on the composition of the Property, its technical characteristics, as well as photos and other data provided on the Platform.

3.2.4. The Property is sold in the condition in which it was at the time of concluding the Sale Agreement.

 

3.3. Auction announcement

3.3.1. The Auction is announced by submitting information related to the Property on the Platform or to the Client, who is also the Owner of the Property, after initiating the Auction on the Platform electronically. From the Start Time, the following information will be published on the Platform: Starting Price, Auction duration, information on the Property, Draft Sales Agreement and / or Draft Preliminary Agreement. If the Owner decides to use the Buy Now feature, this information is also posted on the Platform.

3.3.2. If the Draft Sales Agreement or the Preliminary Agreement is not submitted by submitting the information related to the Property on the Platform, the standard agreements set forth in these Rules shall be used.

3.3.3. The Operator has the right to submit any additional information / documents about the Auction and the Property to the Platform at its own discretion until the first price offer.

 

3.4. Auction location, its duration, Initial Price

3.4.1. The Auction is organized electronically through the Platform.

3.4.2. The Initial Price and duration of the Auction shall be determined by the Operator on a case-by-case basis by publishing such information on the Platform under the relevant Property description in accordance with the terms agreed with the Owner or by the Client initiating the Auction.

 

3.5. Participant's rights, obligations and approvals

3.5.1. The Participant is fully responsible for the independent inspection of the Property in legal, tax, environmental, technical and other terms, as well as the review and evaluation of the inspection reports; independent factual inspection of the Property, verification of its condition, including (but not limited to) technical condition and quality, to ensure that the Property is fit for use and meets the Participant's expectations / needs, and is responsible for analysis and inspection of Property documents and any other possible inspections. The Participant is aware that the Operator does not guarantee or otherwise ensure the accuracy, completeness and quality of the information provided about the Property, he is not obliged to update such information and is not responsible for it.

3.5.2. The Participant undertakes to carry out an on-site inspection of the Property and to review all information it deems relevant, including the conformity of the submitted taxi lists with the actual situation. Appropriate verification procedures must be carried out before the end of the Auction, if the Participant does not perform such verification, it is considered that he is familiar with the condition of the Assets and the entire actual situation about the Property.

3.5.3. The Participant is aware that by participating in the Auction and offering the price (s) for the Property, in case the price offered by him is the highest and he is recognized as the Winner, the Participant undertakes to pay it. The Participant is also aware that if the Minimum Price is not reached but if the Owner agrees to sell at the price offered by the Participant, which is the highest, the Participant undertakes to pay it.

3.5.4. The Participant is also aware that the Operator is not liable for any damage or loss related to possible defects of the Property, including (but not limited to) defects that may arise due to the Property failing to meet the Participant's expectations or the Owner.

3.5.5. The Participant is also aware that the Operator is not liable for damages and losses incurred as a result of the Owner's refusal to enter into the Sales Agreement or the Preliminary Agreement. All claims must be made directly to the Owner.

 

3.6. Owner guarantees, confirmations

3.6.1. The Owner has ownership of the Property that is being sold at Auction.

3.6.2. The Owner guarantees that the condition of the Property is good, taking into account what has been disclosed to the Participant.

3.6.3. The Owner warrants that the Property is not pledged or seized, there is no dispute in court or arbitration, otherwise the disposal of the Property is not restricted.

3.6.4. The Owner is liable for all losses that may be incurred by the Participant, or the Operator, or a third party due to the Property sold by the Owner, if the Owner has not disclosed all information about the Property for sale or refused to sell the Property to the Winner.

3.6.5. If the Owner refuses to sell the property to the Winner, the Owner undertakes to compensate the Operator and the Winner for losses.

 

3.7. Auction process and Winner announcement

3.7.1. The Auction is considered to have taken place if at least one Participant submits a bid in accordance with the Rules and if the Minimum Sale Price has been reached, if it has been set. When the Buy Now function is selected in the Auction, the Auction is considered to have taken place when at least one Participant offers to buy the Property at the set Buy Now price, as provided for in Article 3.7.5. points.

3.7.2. The Participant submits each Auction bid by logging in to the Platform. Each new bid must be higher than the previous one.

3.7.3. Two Participants may not submit the same price offer for the same Property. The Participant who first submits a price offer through the Platform shall be deemed to have submitted the offer. The last bid will be indicated next to the relevant Property description.

3.7.4. If one Participant offers a higher price, each Participant has the right to increase its bid again.

3.7.5. If a new bid is submitted within 5 (five) minutes before the end of the Auction, the Auction is automatically extended for another 5 (five) minutes. This number of extensions is unlimited and continues until no new bids are submitted in the last 5 (five) minutes before the end of the Auction. Participants can use the Buy Now feature until the Minimum Sale Price is reached.

3.7.6. The Auction is considered closed when the time allotted to it expires, the Buy Now function is used and a notification about the end of the Auction is provided on the Platform, which is also sent to the Participants at their registered e-mail addresses.

3.7.7. The Participant who submits the highest bid at the close of the Auction is considered the Auction Winner. The Winner of the Auction is also considered to be the Participant who has offered to buy the Property for the Buy Now Price, as provided for in Clause 9.5 of the Rules.

3.7.8. After the Auction, the Winner shall pay the Auction Winner's fee to the Operator within 5 (five) business days, if the application of the Auction Winner's fee in the specific Auction description has been clearly notified by transferring this fee to the Operator's account

3.7.9. The Operator has the right to terminate the Auction at any time by indicating the objective reason for the termination of the Auction.

 

3.8. Signing the Contract of Sale

3.8.1. The Winner and the Owner must sign the Contract of Sale and / or the Preliminary Agreement (if it is to be signed) within the period specified in the Rules. The draft Sales Agreement and / or Preliminary Agreement (if it must be signed) for each Property shall be submitted to the Platform no later than the Auction start date. All money is paid to the Owner before signing the Contract of Sale.

3.8.2. The Winner and the Owner must sign the Contract of Sale within 90 (ninety) calendar days from the date of the announcement of the Auction Winner, if necessary, inform third parties who have the priority right to acquire the Property in accordance with applicable law or if the Contratc of Sale can be signed only after obtaining the necessary permits from state institutions. In other cases, the Winner and the Owner must sign the Contract of Sale within 15 (fifteen) calendar days from the date of being declared the Winner. If, in the opinion of the Operator, it is necessary to sign the Preliminary Agreement, the Winner must sign it within 10 (ten) calendar days from the day when it was announced as the Auction Winner. If the Winner is represented by a natural person who is required to sign the Contract of Sale on behalf of the Winner, then such natural person must provide all necessary evidence of such representation rights prior to signing the Contract of Sale.

3.8.3. Following the announcement of the Winner, third parties - who have priority rights under applicable law - are invited to exercise such rights in accordance with the law. If such third party exercises its right to acquire the Property, then the Preliminary Agreement (if such is signed) automatically becomes invalid and the signing of the Contract of Sale becomes impossible. The parties agree that they will not hold each other liable for the fact that the Winner has not actually been able to acquire the Property as a result of a third party's decision to exercise its pre-emptive right under applicable law. In this case, the Operator shall refund the Auction Winner's fee to the Winner within 5 (business) working days from the signing of the Contract of Sale with such third party.

3.8.4. If the Client of the Platform, who is not the Winner, exercises the pre-emptive right provided by law to acquire the Property to be sold at the Auction, the Operator has the right to terminate the Auction Participation Agreement and / or restrict or prohibit the use of the Platform.

3.8.5. The Owner has the right to refuse to sign the Contract of Sale and / or the Preliminary Agreement (if it has to be signed) in the following cases:

3.8.5.1. The Winner does not comply with the requirements established in the legal acts and / or Rules of the Republic of Lithuania;

3.8.5.2. The Winner shall be represented by a natural person who has not provided the necessary proof of his authority;

3.8.5.3. There are other circumstances that prevent the Owner and / or Operator from establishing a business relationship with the Winner.

3.8.6. The Operator shall not reimburse the Participants, the Winner, the Owner and / or third parties for any costs and / or losses incurred by the latter in preparation for and participating in the Auction. The Operator does not reimburse or pay any interest for the receipt and holding of funds paid by the Clients (including the Winner).

3.8.7. The deadlines for signing the Contract of Sale set forth in these Rules shall not be deemed missed due to the fault of the Operator or the Winner, if the Contract of Sale was not concluded due to circumstances beyond the control of the parties caused by institutions and / or officials responsible for certificates and / or other documents. , required for the proper execution of the Contract of Sale and notarization in accordance with the procedure established by legal acts. In such cases, the term specified in the Rules shall be extended to 60 (sixty) calendar days at the discretion of the Operator, in accordance with the principle of reasonableness. If the circumstances preventing the conclusion of the Contract of Sale do not change during the extended period, the Winner has the right to a) agree on the extension of the term for signing the Contract of Sale for a period acceptable to the Winner, or b) refuse to sign the Contract of Sale.

3.8.8. If the Winner decides to exercise the right to refuse to sign the Contract of Sale in accordance with 3.8.7. in accordance with the procedure set forth in clause, it will not be considered a violation of the Rules by the Winner, and the paid Auction Winner's Fee will have to be returned to the Winner within 5 (five) business days from the day the Winner submits a written notice to the Operator.

3.8.9. The Operator informs the Winner by electronic means about the date and time of signing the Contract of Sale and coordinates the signing of the Contract of Sale between the Winner and the Owner. 3.8.10. If the Contract of Sale or the Preliminary Agreement (if it is to be signed) is not signed within the period specified in the Rules for reasons for which the Winner is responsible, the Winner shall be deemed to have waived his right to acquire the Property.

3.8.11. In the case specified in paragraph 3.8.10 of the Rules, with the consent of the Owner, the Operator offers to sell the Property to the Participant who submitted another highest price offer in the Auction, if such price is not less than the Minimum Sale Price (if such has been set). In this case, a notice shall be sent within 3 (three) business days to the Participant who has submitted another highest price offer for the Property, with an offer to purchase the Property at the price he offered during the Auction. If such an offer is submitted and the said Participant agrees with it within 5 (five) working days from the submission of the respective offer, then the Participant offering the last highest price shall sign the Contract of Sale and the Preliminary Agreement (if it must be signed) in accordance with Clause 10.1 of the Rules.

3.8.12. Of the Rules 3.8.10. In the case specified in paragraph, the Auction Winner's Fee shall not be refunded to the Winner, but shall be considered a fine paid by the Winner to the Operator as compensation for the minimum losses related to the Auction organization and execution, which the Operator does not need to prove. If this fee has not been paid, the Winner must pay the amount of the minimum losses in the amount of the Auction Winner's fee within 5 (five) working days and reimburse all losses related to the organization and execution of the Auction, if they are higher than the Auction Winner's fee. If the Winner does not pay this fee within the specified term, the Winner is removed from the Platform and can no longer participate in other Auctions, the Operator has the right to apply to a court and defend his rights in accordance with the legislation of the Republic of Lithuania.

3.8.13. Expenses related to the registration of property rights, as well as all other expenses related to the performance of notarial acts or other expenses not discussed in this clause of the Rules, shall be paid by the Owner and the Winner in equal parts, unless otherwise agreed between the Owner and the Winner.

 

3.9. Payment of the Final Purchase Price and transfer of ownership

3.9.1. The Auction Winner's Fee paid by the Winner is not included in the price of the Property specified in the Sale Agreement. The Auction Winner shall pay the full price of the Property to the Owner within the term specified in the Sale Agreement or within another period agreed by the parties.

3.9.2. Unless otherwise provided in the Contract of Sale, title to the Property is transferred after the Winner pays the Final Purchase Price.

3.9.3. The Winner becomes the Owner of the Property from the moment the acceptance-transfer deed is signed between the Property owner and the Winner.

3.9.4. When purchasing a forest for felling, the Property price specified in the Platform includes a 15% Personal Income Tax (PIT) and a 5% forest infrastructure tax.

 

3.10. Failure of the Auction

3.10.1. The Operator has the right to declare the Auction non-existent in the following circumstances:

3.10.1.1. No Participant participated in the Auction;

3.10.1.2. The Winner has not entered into the Contract of Sale and / or the Preliminary Agreement (if any) with the Owner, or if the Participant who submitted second highest bid for the Property within the specified period has not expressed a wish to acquire the Property and has not concluded the Contract of Sale if the Participant's price is not less than the Minimum Selling Price (if any);

3.10.1.3. The Winner does not pay the Winner's fee, the remaining part of the price and / or performs other actions and / or does not submit the documents required to perform the Contract of Sale in accordance with the procedure and / or conditions established in the Rules;

3.10.1.4. The Owner unilaterally refuses to sign the Contract of Sale and / or the Preliminary Agreement (if it has to be concluded);

3.10.1.5. Due to technical problems encountered during the Auction, the Operator cannot determine the Winner;

3.10.1.6. The Minimum Selling Price was not reached;

3.10.1.7. The court declared the results of the Auction invalid.

 

4. Forest management and investment services

4.1. In order to increase the value of the Property managed on the Platform or having decided to perform other Property maintenance actions, the Client may order Forest Management and Investment Services on the Platform. The ordering of Forest Management and Investment Services is performed by selecting and confirming the respective options in the Client's account and creating a contractual relationship between the Client and the Operator.

4.2. The Operator may use third parties to perform the ordered Forest Management and Investment Services at its own discretion.

4.3. The specific list of available Forest Management and Investment Services provided to the Client on the Platform and the Operator may be changed without prior notice, depending on the legal status of the Property, the results of the Property valuation, changes in the Property value or other circumstances.

 

5. Dispute Resolution

5.1. Any dispute, disagreement or claim is settled through negotiations. If efforts to resolve the dispute by negotiation are unsuccessful, disputes shall be settled in the courts of the city where the Operator has its registered office. If the Customer is a consumer under applicable law, he also has the right to sue in the court of his place of residence.

 

If you wish to report a violation of the Rules, have any questions, claims or need our assistance regarding the interpretation of the Rules or their application, please contact the following customer service contacts of the Operator: +370 617 99919 or info@foros.com

Version of the Rules, valid from 2021-05-03 Version 2.7.