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Terms and Conditions form an integral part of the contract concluded between the Seller and the Buyer for the sale of chemical products and raw materials distributed by the Seller, without any separate stipulation. The Seller’s offer for contracting may differ from these General Terms and Conditions.
I. 1. The Parties acknowledge that any information or invitation to tender sent by the Seller to the Buyer or otherwise published does not constitute an offer under Act V
of 2013 on the Civil Code (hereinafter: Civil Code). The Seller excludes any binding offer related to such information, regardless of the method of sending or publishing the
information.
1. 2. By accepting this contract and the terms of the Seller’s offer, the Buyer orders from the Seller the products and raw materials detailed in the Seller’s offer. The sales
contract between the Parties is formed when the Buyer confirms in writing or by email the acceptance of the offer and this contract to the Seller within the deadline
specified by the Seller, after receiving the offer and this contract.
1. 3. The Buyer acknowledges and expressly accepts that the delivery deadline for the ordered products and raw materials may change depending on the performance of
the manufacturer or distributor, and on the other hand, on the current development of global market processes and factors influencing them. The Buyer acknowledges
and expressly accepts this Seller’s information as per this clause.
If there is a change in the delivery deadline indicated in the offer, the Seller is obliged to inform the Buyer immediately after becoming aware of it. The issuance of the
invoice and the handover of the ordered products to the Buyer are considered equivalent to this notification.
1. 4. If the Seller informs the Buyer in writing that the manufacturer of the product or raw material was forced to cancel the Seller’s order due to circumstances beyond
the control and interest of the Parties, which were not foreseeable by the Parties either at the time of acceptance of the offer and this contract or at the time of entry
into force of the sales contract between the Parties, or later (e.g., production restrictions, shortage of raw materials, mandatory capacity restrictions or other reasons) –
in connection with which the Parties could not be expected to avoid the circumstance or avert the damage or if these circumstances exist for the person supplying the
Seller, it shall be considered as an impossibility of performance for which neither party is responsible.
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II. 1. The amount of the purchase price is specified in the Seller’s offer. The price – unless otherwise specified in the offer – includes the costs of delivery to the Buyer’s
premises and the amount of VAT.
II. 2. The Buyer is obliged to pay the full amount of the purchase price to the Seller within the deadline specified in the offer, calculated from the receipt of the chemical
product or raw material, by bank transfer to the Seller’s bank account.
II. 3. The Parties agree that the right of disposal as owner over the products and raw materials is transferred to the Buyer on the day when the purchase price and
incidental costs are credited to the Seller’s bank account, i.e., the supply of goods between the Parties under Act CXXVII of 2007 on Value Added Tax is fulfilled on this
day.
Until acquiring ownership, the Buyer is not entitled to process, sell, offer as security, or otherwise dispose of the products and raw materials in a manner that adversely
affects the Seller’s interests.
II. 4. The Buyer is not entitled to offset against the purchase price or withhold, condition, or refuse payment of the purchase price based on any objection if the products
and raw materials have been received or if the receipt has been unjustifiably refused or neglected.
II. 5. The Buyer is obliged to inform the Seller if circumstances arise that negatively affect its solvency or legal operation, such as if liquidation, bankruptcy, or winding-up
proceedings are initiated against it. If the Seller becomes aware that circumstances endangering the Buyer’s solvency have arisen, it is entitled to request security from
the Buyer for the payment of the purchase price, or to demand payment of the purchase price in advance – before the receipt of the products and raw materials – even if
the Parties have not agreed on advance payment. If the Buyer refuses to provide security or advance the purchase price, the Seller is entitled to refuse the handover of
the product or raw material, which shall not be considered a breach of contract by the Seller. The Seller is also entitled to withdraw from the sales contract after
becoming aware of the mentioned circumstances and to apply the legal consequences set out in clause.
II. 6. If the Buyer is in default with the payment of the purchase price, the Buyer is obliged to pay a late payment interest of 20% for the days of delay. The Seller is
entitled to withdraw from the contract if the Buyer is in default with the payment of the purchase price for more than 15 days. The Seller must communicate this
decision to the Buyer in writing after the expiry of the deadline.
In case of withdrawal based on the breach of contract specified in this clause, the Seller may claim compensation for its actual damages from the Buyer. The Parties
agree that in case of the Seller’s withdrawal under this clause, the Buyer is obliged to pay the Seller a cancellation fee of 20% of the net purchase price within 8 days
from the notification of the withdrawal.