Legal Information
Commercial Contract Terms and Conditions
- Application
These terms and conditions govern the relationship between the parties in all commercial transactions, unless otherwise agreed in writing. They apply to all offers, orders, and contracts for the sale of goods or services between the supplier (hereinafter referred to as the “Seller”) and the buyer (hereinafter referred to as the “Buyer”), regardless of whether the transaction is executed in person, electronically, or through any other medium. Any provisions that contradict or alter these terms must be expressly agreed upon by both parties in writing to be valid.
- Offer, Acceptance, and Formation of Contract
The formation of a contract between the Seller and the Buyer is governed by the laws of contract applicable in the jurisdiction of the Seller unless otherwise agreed. Offers made by the Seller are subject to withdrawal or modification at any time before acceptance by the Buyer. A contract is formed when the Buyer accepts the Seller’s offer through written communication, electronic acceptance, or through performance that indicates acceptance. Any counteroffer or variation from the original offer is considered a rejection of the initial offer and constitutes a new offer, subject to acceptance by the Seller.
- Prices, Payment, Set-Off
Unless otherwise agreed, the prices quoted by the Seller are exclusive of taxes, duties, and shipping charges, which shall be borne by the Buyer. Payment terms are as specified in the offer or contract, and any delays in payment will incur interest as stipulated in the agreement. The Buyer may not withhold payments, deduct, or set off amounts without the Seller’s prior written consent unless there is a dispute that has been adjudicated in favor of the Buyer.
- Deliveries
The Seller will deliver the goods to the Buyer as per the agreed schedule, but all delivery dates are estimates and not guaranteed. Delays due to causes beyond the control of the Seller, including, but not limited to, manufacturing delays, transport issues, or shortages of raw materials, shall not be considered as a breach of contract. The Buyer is required to inspect goods upon receipt and notify the Seller of any discrepancies, damages, or defects within a reasonable period of time, as specified in the agreement.
- Passing of Risk/Dispatch
The risk of loss or damage to goods passes from the Seller to the Buyer as soon as the goods are dispatched or delivered to the transport carrier, or when the goods are made available for collection by the Buyer, whichever occurs first. In case the Buyer is unable to accept delivery, the risk remains with the Buyer, and the goods are considered delivered, with all subsequent costs for storage, insurance, and handling to be borne by the Buyer.
- Retention of Title
The Seller retains full ownership of the goods supplied until the Buyer has made full payment for the goods, including any interest, costs, and charges. In the event of non-payment, the Seller has the right to reclaim the goods, and the Buyer agrees to assist in returning the goods to the Seller’s possession. The Buyer is not permitted to resell, alter, or dispose of the goods until full payment has been made unless authorized by the Seller.
- Claims for Quality Defects and Liability
The Buyer must inspect the goods upon receipt and notify the Seller in writing within the agreed time frame of any defects or non-conformance. In case of a quality defect, the Seller will, at their discretion, either repair or replace the defective goods or provide a refund. The Seller’s liability for defects is limited to the value of the goods provided under the contract, and the Seller is not liable for indirect, consequential, or incidental damages. Claims for defects do not entitle the Buyer to withhold payment for undamaged goods or delay acceptance.
- Intellectual Property and Usage Rights Relating to Software and Other Protected Products, Information, and Co-operation Duties
The Buyer acknowledges that all intellectual property rights relating to the goods, services, or software supplied under the contract are owned by the Seller or third parties. The Buyer is granted a non-exclusive, non-transferable license to use the software or products supplied solely for their internal business purposes. The Buyer agrees not to copy, distribute, or reverse engineer the goods unless expressly authorized. The Buyer is also obligated to provide reasonable cooperation to the Seller for the delivery, installation, or implementation of any software or services and to comply with any necessary confidentiality and intellectual property obligations.
- Product Liability
The Seller will not be liable for any damage or injury arising from improper use of the goods or failure to comply with the operating instructions. The Seller’s liability in respect to product defects is limited to claims based on mandatory legal provisions, and the Seller is not liable for any consequential damages, including loss of profits or business opportunities. The Buyer agrees to notify the Seller immediately in the event of any product liability claims and cooperate with the Seller in defending such claims.
- Force Majeure
Neither party will be held liable for any delay or failure in performance under the contract due to circumstances beyond their reasonable control, including, but not limited to, acts of God, war, civil unrest, natural disasters, strikes, governmental actions, or failure of suppliers or subcontractors. If a force majeure event continues for more than [specified time], the affected party shall have the right to terminate the contract without liability.
- Confidentiality
Both parties agree to keep confidential all information exchanged during the course of the contract, including business, technical, and financial information, unless required by law or with the prior written consent of the other party. The obligations of confidentiality shall remain in effect for [specified period] after the termination or completion of the contract.
- Final Provisions
This contract, including these terms and conditions, represents the entire agreement between the Seller and the Buyer. Any amendments or changes to the contract must be made in writing and signed by authorized representatives of both parties. If any provision of the contract is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The Buyer may not assign or transfer their rights or obligations under the contract without the prior written consent of the Seller.
- Environmental Declaration
The Seller commits to conducting business in an environmentally responsible manner and will make reasonable efforts to comply with all relevant environmental laws and regulations. The Buyer agrees to support the Seller in implementing environmentally friendly practices, including proper disposal or recycling of goods when they reach the end of their life cycle. The Buyer is encouraged to report any environmental concerns relating to the goods or services provided under the contract.
Compliance
- Anti-Corruption and Bribery Compliance
- Data Privacy and Information Security Compliance
- Occupational Health and Safety Compliance
- Intellectual Property Protection
- Environmental Compliance
- Financial Compliance and Anti-Money Laundering (AML)
- Employee Rights and Labor Compliance
- Whistleblower Protection and Ethical Conduct