Article 1. Scope of application
1.1 These General Terms and Conditions apply to all relations between CHEMOSVIT FIBROCHEM, s.r.o. (hereinafter referred to as "FIBROCHEM") and its customers regarding the supply of its products. Unless otherwise agreed in writing between the parties, the use of the General Terms and Conditions of Purchase or any other terms and conditions issued or referred to by the customer is expressly excluded. These General Terms and Conditions as they currently stand shall apply to all further transactions between FIBROCHEM and the Customer, even without specific reference.
1.2 FIBROCHEM reserves the right to change these General Terms and Conditions at its own discretion without express notice to the Customers. The current version of the General Terms and Conditions is available on the website www.fibrochem.sk/vseobecne_obchodne_podmienky.pdf.
Article 2. Conclusion of the contract
2.1 Offers made to the Customer are not binding, they are merely an invitation to place orders; no offer shall be construed as acceptance of which shall give rise to a contract, unless expressly stated in the offer.
2.2 By placing an order, the customer irrevocably accepts these General Terms and Conditions, unless otherwise agreed in writing between the parties. The Purchase Contract shall be formed by confirmation of the order by FIBROCHEM in writing, by fax or by e-mail. Unless otherwise agreed in writing between the parties, the acceptance or rejection of an order shall in any case be at the discretion of FIBROCHEM, irrespective of any previous relationship with the customer.
2.3 The Order Confirmation shall take effect upon delivery to the Customer, and its content shall be decisive in relation to the content of the Contract. In the event that the confirmation contains deviations from the order, the purchase contract shall be deemed to have been concluded upon the expiry of 5 days from the effective date of the confirmation, unless the customer notifies FIBROCHEM within the same period that he is not interested in the delivery of the goods under the terms and conditions set out in the confirmation. In any case, the contract is concluded at the latest upon receipt of the goods.
2.4 The Purchase Contract, including the Product Specification, and these General Terms and Conditions constitute the entire contractual arrangement of the relationship between the Customer and FIBROCHEM in relation to the supply of the Goods. Brochures, catalogues and other promotional materials of FIBROCHEM as well as all previous promises and agreements of the parties shall be disregarded.
Article 3. Goods
3.1 The quality of the Goods is determined by FIBROCHEM's specification and the production-technical standard of the Company valid at the time of delivery, unless a different specification has been agreed between the parties. FIBROCHEM reserves the right to change the composition, substitute raw materials and modify the production process of the goods at its own discretion, without prior notice to the customer. Samples are for information purposes only and are not relevant as a specification.
3.2 Goods shall be deemed to have been delivered in accordance with the Contract if the quantity of goods delivered does not exceed the permissible tolerance from the agreed quantity, which is +/- 10% for deliveries up to 5,000 kg and +/- 5% for deliveries over 5,000 kg, and in the case of finished goods +/- 5% for deliveries over 1,000 pieces and +/- 10% for deliveries over 5,000 pieces. Goods shall be deemed to have been delivered in accordance with the contract even in the event of minor defects in materials or workmanship which do not prevent the goods from being used properly. The customer is always obliged to accept partial deliveries.
3.3 Unless otherwise agreed between the parties, a) FIBROCHEM is obliged to pack the goods in the usual manner for goods of this kind, b) FIBROCHEM's obligation to hand over the documents relating to the goods consists exclusively in the provision of a quality certificate.
3.4 If the subject of delivery is the final product, the customer is not entitled to modify or process it without the prior written consent of FIBROCHEM.
Article 4. Price
4.1 The purchase price for the Goods shall be determined by agreement of the Parties; otherwise, the price shall be charged according to the FIBROCHEM price list valid at the time of invoicing. The prices are set net including the usual packaging, exclusive of VAT and other taxes, transport costs, customs duties as well as any other charges. If the agreed delivery period is longer than 3 months from the conclusion of the contract, FIBROCHEM is entitled to increase the agreed price by up to 10% in the event of a significant increase in input costs, whereby the customer has the right to withdraw from the contract after such price adjustment.
4.2 Unless otherwise agreed between the parties, the purchase price is payable by wire transfer within 30 days of the date of invoice; the invoice will be issued on the day of shipment of the goods. The invoice shall be deemed to have been paid when the invoiced amount is credited to FIBROCHEM's bank account. The relevant bank charges shall be borne by the customer. Any other means of payment, such as cheque or bill of exchange, may only be used with the express consent of FIBROCHEM.
4.3 In the event of delay in payment of the purchase price by the Customer, FIBROCHEM shall be entitled to charge the Customer interest on late payment in accordance with the applicable law. The complaint shall have no suspensive effect in relation to the Customer's payment obligations, nor shall the Customer have the right to withhold the purchase price or any part thereof in such a case.
4.4 In the event of changes in the prices of energy, transport, services, raw materials and other inputs necessary for the production or transport of the goods or changes in legislation that affect the price of the goods, FIBROCHEM reserves the right to unilaterally adjust the price of the goods accordingly by written notice to the customer.
Article 5. Delivery
5.1 Delivery of the goods shall be made in accordance with the delivery clause agreed in the contract (MOK INCOTERMS 2020), otherwise the goods shall be deemed to have been delivered upon their handover to the first carrier for transport to the customer at the customer's expense and risk. Unless otherwise agreed between the parties, the customer shall bear the costs of carriage.
5.2 Unless otherwise expressly agreed by the parties, delivery times are not essential, i.e. late delivery does not give the customer the right to withdraw from the contract. FIBROCHEM reserves the right to unilaterally extend any delivery period, even if the agreed period is fixed, in the event of events or measures related to the current COVID-19 crisis; in this case, FIBROCHEM will not be in default of delivery. If the goods are to be dispatched to the customer at the customer's request (recall), FIBROCHEM shall in any case be entitled to dispatch the goods to the customer only after 4 months from the conclusion of the contract. Unless a delivery period is expressly agreed between the parties, FIBROCHEM is entitled to dispatch the goods to the customer immediately.
5.3. If the Customer fails to provide cooperation or any other act necessary for the proper acceptance of the goods ready for delivery in accordance with the Contract, FIBROCHEM shall, notwithstanding the agreed delivery terms, be entitled to effect delivery of the goods by (1) handing them over to the first carrier selected by FIBROCHEM for carriage at the Customer's expense and risk, or (2) notifying the Customer that the goods have been stored at the Customer's expense and risk in FIBROCHEM's warehouse with FIBROCHEM's right to dispose of the goods for a period of 3 months; in which case the delivery shall be deemed to have been duly made in accordance with the contract. After the delivery of the goods has been made in accordance with this clause, FIBROCHEM shall be entitled to invoice the customer for the agreed price.
Article 6. Reservation of title
6.1 FIBROCHEM reserves the ownership right to the delivered goods until the invoiced delivery price is paid in full.
6.2 The customer is entitled to process the goods and sell them to a third party in the course of his normal business activities, whereby if the processing of the goods before the transfer of ownership to the customer results in a new item by combining or mixing them with another item, FIBROCHEM acquires co-ownership of this item in the ratio of the invoice price of the goods to the value of the new item.
6.3 In order to secure FIBROCHEM's claims, the Customer hereby assigns in advance its claims and rights from the sale of the items to which FIBROCHEM will have ownership or co-ownership, in the proportion of FIBROCHEM's co-ownership share to the total value of the items sold.
Article 7 Force Majeure
7.1. In the event of unforeseeable circumstances affecting FIBROCHEM which have arisen independently of FIBROCHEM's will, such as, but not limited to, operational failures, defects, late or defective deliveries by suppliers, shortages of energy or fuel, strikes, lockouts and other labour disputes involving FIBROCHEM or its suppliers, war, state of war, state of emergency, economic mobilisation, terrorism, civil war, regulations or measures issued by the government, European Union authorities or public authorities (in the form of decisions), diseases, epidemics, pandemics, quarantines, the effects of natural elements, floods, fires or similar disasters (force majeure circumstance), FIBROCHEM shall not be in default of its obligations under the Contract for the duration of such impediment. In such a case, the Customer shall not be entitled to claim damages (direct or indirect), nor to rescind the contract, nor to a contractual penalty or other sanction. For the avoidance of doubt, the Parties expressly agree that the current COVID-19 crisis and its aftermath, as well as government intervention, shall be considered as such a circumstance.
7.2 In the event of a Force Majeure Event, FIBROCHEM shall inform the Customer of the nature and expected duration of such event in writing or by email within ten (10) days of the occurrence of such event. The parties undertake to negotiate any measures to mitigate the effects of the event on the other party's business. In the event that such circumstance persists for more than three months, either party shall be entitled to withdraw from the contract to the exclusion of any further claims.
Article 8. Warranty
8.1 FIBROCHEM warrants that at the time of delivery the goods are in substantial conformity with the specification as well as with the relevant binding standards of the European Union and that they are free from defects in material and workmanship. Provided that the Goods have been properly handled and stored, FIBROCHEM warrants that the Goods will retain the same quality for a warranty period of six (6) months from delivery, unless FIBROCHEM specifies a different warranty period for the particular Goods. The declared characteristics of the goods apply exclusively to the goods and are in no way automatically valid for the customer's final product (goods after processing).
8.2 FIBROCHEM represents and warrants that at the time of delivery the goods are not encumbered by any third party property rights, including intellectual property rights. However, the customer assumes full responsibility for any use of any technical information, instructions, designs, etc., in the production process based on the customer's request.
8.3 The warranties set out in this article are the exclusive warranties of FIBROCHEM in relation to the goods delivered. Any other warranties, guarantees or representations (express or implied) as to the quality, usability or merchantability of the goods or their fitness for a particular purpose are excluded.
8.4 Warranty claims are excluded if the customer processes, destroys or resells the goods after he has discovered or should have discovered their defectiveness, unless he proves that this was necessary in order to prevent significant damage. Warranty claims are also excluded if they are made in respect of unpaid for goods or in respect of the final product which the customer further processes or modifies.
Article 9 Liability for defects
9.1 The Customer shall inspect the Goods with due care immediately after delivery. The inspection must include in particular an inspection of the integrity of the packaging, the quantity and other basic parameters of the delivery and, if it is not a finished product, a test processing.
9.2 If the customer fails to notify FIBROCHEM of any defects that could have been detected upon due inspection within 14 days of delivery, the goods shall be deemed to have been accepted with all defects and the customer shall forfeit any rights of liability for defects in the goods. The same applies in the case of defects that could not have been detected upon proper inspection of the goods and the customer has not notified FIBROCHEM of the defects within 14 days after he discovered or should have discovered them. All notifications of defects must be received by FIBROCHEM within the warranty period, the customer has no claims regarding the quality of the goods after the expiry of the warranty period.
9.3 The Customer is obliged to make a claim by delivering a notification of defects to FIBROCHEM in writing or by e-mail. The notification of defects must include the invoice number, a detailed description of the defect and the customer's contact details (correspondence address, email address and telephone number). FIBROCHEM shall notify the Customer in writing within 30 days of receipt of the defect notification of acceptance or rejection of the claim. The Customer is obliged to allow FIBROCHEM to examine the products in question; in any case, the Customer is not entitled to return the goods to FIBROCHEM without its prior consent. If FIBROCHEM accepts the complaint, its liability for defects shall be limited to a) rectification of the defects by repair or replacement of the defective goods with a new delivery against return of the defective products, or at the Customer's option b) provision of a reasonable discount on the purchase price. The costs related to the claim (e.g. delivery of the claimed goods to FIBROCHEM) shall be borne by the customer. If the complaint is not accepted, the customer is obliged to reimburse FIBROCHEM for the costs incurred by FIBROCHEM in connection with the assessment of the customer's complaint.
9.4 The Customer is entitled to withdraw from the contract only if FIBROCHEM fails to remedy the defects of the delivered goods within a reasonable period of time (not less than 30 days) or if the repaired or replacement goods again show defects.
9.5 In the event of a dispute between the parties concerning the quality of the goods, the parties shall by mutual agreement appoint a mutually acceptable independent expert whose opinion shall be deemed final unless manifestly erroneous.
Article 10. Liability for damages
10.1 FIBROCHEM's contractual and statutory liability towards the customer, insofar as it is based on the dispositive provisions of the applicable law, is limited to the amount of the invoice price of the defective delivery, which is considered to be the maximum possible damage that FIBROCHEM could reasonably have foreseen. At the same time, FIBROCHEM shall in no event be liable for indirect, consequential, special, punitive or exemplary damages, including but not limited to lost profits, loss of business opportunities, damage to reputation, contractual penalties or other losses asserted against the customer by third parties.
10.2 FIBROCHEM shall be liable without limitation for damage caused by defective goods under the applicable law, including the transposition of EU Directive 85/374/EEC on liability for defective products.
10.3 The Customer undertakes to make all reasonable efforts to mitigate any damages that may be the subject of its claim against FIBROCHEM, otherwise the Customer shall be partially or fully liable for the damages incurred.
Article 11. Other provisions
11.1 The Customer shall not be entitled to suspend the performance of any of its obligations in the event of FIBROCHEM's default in the performance of its obligations in respect of any other delivery. FIBROCHEM shall be entitled to suspend any outstanding delivery to the Customer in the event that the Customer is in default of its obligations under any other delivery.
11.2 The Customer is entitled to unilaterally set off FIBROCHEM's claim against the Customer exclusively against those claims of the Customer against FIBROCHEM that have been recognised by FIBROCHEM or have been awarded by a court decision.
11.3 FIBROCHEM reserves the right at any time to require from the Customer adequate security for the Customer's payment obligations, such as a collection, letter of credit, etc. If the Customer is unable to provide such security within a reasonable period of time, FIBROCHEM shall be entitled to suspend the production and delivery of goods from all outstanding orders of the Customer until such security is provided.
11.4 Failure to take delivery of the goods in the manner agreed in the contract, failure to provide adequate security for payment obligations at the request of FIBROCHEM, as well as delay in making any payments under the contract exceeding 30 days, shall constitute a material breach of contract by the customer.
11.5 If at any point in the contractual relationship between FIBROCHEM there is a material change in business, economic, monetary, technical or commercial conditions that makes it unreasonably difficult for FIBROCHEM to perform its contractual obligations, FIBROCHEM shall notify the Customer in writing that it requests a review of the terms of the contractual relationship in light of the changed business conditions. The parties undertake to meet subsequently within a reasonable time to agree in good faith on alternative contractual terms and conditions that will enable the consequences of such circumstance to be reasonably overcome. In the event that the parties are unable to agree on alternative contractual terms, either party may apply to the court for an order to vary the contract with a view to restoring the parties to an equitable position.
11.6 The Customer is entitled to use any registered or unregistered trademarks, trade marks and other signs belonging to FIBROCHEM to mark its final product only with the prior written consent of FIBROCHEM and in accordance with the requirements set out in the relevant approval document. The Customer shall not be entitled to use any registered or unregistered trademarks, trade marks and other signs belonging to the Customer or a third party to mark FIBROCHEM's final product without the prior written consent of FIBROCHEM.
Article 12 Applicable Law, Dispute Resolution
12.1 The contractual relationship between the Customer and FIBROCHEM shall be governed by and construed in accordance with the generally binding laws of the Slovak Republic, including the United Nations Convention on Contracts for the International Sale of Goods (Vienna 1980).
12.2 In the event of any disputes arising out of or relating to the contractual relationship between FIBROCHEM and the Customer, the courts of the Slovak Republic shall have exclusive jurisdiction. However, FIBROCHEM reserves the right to sue the Customer in the courts of the state where its place of business is located.
Article 13 Salvator Clause
13.1 If any provision of these General Terms and Conditions is or becomes invalid or unenforceable, its invalidity or unenforceability shall not affect the validity of the remaining provisions.