1.1. These General terms are essentially inseparable part of the sales contract and are applied, except in case when contracting parties made specific written agreement on something that is different, in respect to those General terms. General terms are defining applicable rules to all deliveries of Natron – Hayat (hereinafter seller).
1.2. These General terms are applied to all relations between seller and buyers, except if seller and buyer make a different agreement for individual case. In case of doubt for different agreements, only arrangements made in written form shall be taken.
2. Sales program
2.1. The seller, for any reason, has the right to change the goods assortment. The seller can change the goods assortment, but he has to inform the buyer in forward, and also if the order already exists, seller has to deliver the goods that are agreed, before changing the goods assortment, to respect the conditions of the business itself.
3. Inquiry for offer, offer, order, confirmation of order
3.1. Upon reception of Inquiry for offer from buyer, seller is sending an offer to the buyer, containing amount, price, expected delivery time, terms of payment, as well as period of validity of offer, with respect to the product specification stated in buyer’s inquiry for offer.
3.2. Verbal or written information contained in advertising material of the seller, including samples of goods, are of informational purpose and do not represent an offer.
3.3. Seller guarantees the terms from the offer but only within the scope of its validity. Offer is considered accepted after the seller receives the order from the buyer except in case the seller submits a recall of the offer to the buyer before receiving an order from the buyer.
3.4. Buyer can place an Order of goods in writing. Order is considered to be complete, once it contains all data required for delivery of goods.
3.5. Seller must send Order confirmation to the buyer in written. Order confirmation and its terms are considered to be accepted by the buyer, if buyer doesn’t submit written objection to the same, within 3 working days from the date of receiving Order confirmation.
4. Prices, payment, terms of delivery and delay in payment
4.1. All prices are valid in parity FCA seller’s warehouse, unless other parity is agreed. In all cases, the latest version of INCOTERMS, issued by International Chamber of Commerce from Paris, are used in offers, Order confirmation and invoices, as well as when shifting liabilities for damage and/ or destruction of goods.
4.2. Goods, for which the order is confirmed by the seller, will be delivered by the seller at price that was valid at the time of Order confirmation. Agreed price is valid for terms states in Order confirmation.
4.3. Price is indicated without VAT, unless the sale is for local market. In case of sales in local market, when invoicing, seller calculates VAT which is regulated by the Law.
4.4. Terms of payment are defined by Contract, if concluded, Order and Order confirmation.
4.5. In case of difference between the terms of payment defined in Confirmation of order and the contract signed between seller and buyer, valid shall be the terms defined in the contract. In case that the contract is not signed, valid shall be terms from Order confirmation.
4.6. Payment is considered to be complete once the funds are in seller’s account. The payment period shall be calculated starting with the notification date of invoice, unless confirmed otherwise in Order confirmation or in the Contract, if concluded.
4.7. Seller has the right, in case of delay with payment, to charge legal penalty interests, all damages and costs arising out of the delay and all costs that are related to collection of the debt, as well as to halt further delivery of goods.
4.8. Seller has the right not to deliver ordered but still unpaid goods, in case of advance payment, or non-performance of Buyer’s obligations or delay in payment of previous deliveries, for which buyer doesn’t have the mean of securing the payment defined in Contract or Order confirmation.
5. Delivery time
5.1. Expected and/ or precisely agreed delivery time is stated in Order confirmation.
5.2. Delivery time is defined in written form by contract and/ or Order confirmation.
5.3. Seller informs the buyer on readiness of goods for dispatch within at least 48 hours, unless otherwise is agreed.
5.4. Delivery time is met when goods, that are the subject of Delivery, are delivered to buyer’s warehouse, at latest, on the last day of the delivery time (all parities except FCA or EXW parity). In case of sales on FCA or EXW parity, delivery time is met if seller informs the buyer that the goods are ready for dispatch within agreed delivery time. This obligation of the seller is valid only and when the buyer completes its obligation, which is agreed as an obligation prior to dispatch (opening LC, advance payment, mean of securing the payment, timely payment of previous dispatches, etc.).
5.5. Delivery dates and times quoted in Order are estimates only, unless explicitly guaranteed in writing form by seller to be binding. However, seller shall not be obliged to deliver until all obligations incumbent on the buyer before delivery (e.g. technical and commercial requirements, official permits, authorizations and licenses, etc.) have been fulfilled.
5.6. Seller has the right to extend the delivery time in case of ‘’force majeure’’ (See chapter 9.). The risk of loss or occurrence of damage shall pass to the buyer at the latest upon delivery of goods. If delivery is delayed due to circumstances within buyer’s reasonable control, the price risk shall pass to the buyer at the date of notification of readiness for delivery.
6. Takeover of goods, complaints
6.1. In case of takeover of goods at EXW parity, it is considered that the seller has properly handed over the goods within quality and quantity, before loading on transportation vehicle. When selling on FCA parity, it is considered that the seller has properly handed over the goods within quality and quantity, after it has been loaded on transportation vehicle. Buyer must announce a takeover, at latest 2 days before planned takeover, based on previous notification made by seller, that the goods are produced, respectively ready to be handed over.
6.2. Without prejudice to its other rights, seller shall be entitled to bill the warehousing costs, which are to be paid by the buyer, commencing one month following the notification of readiness to dispatch. Also seller holds the right to dispose of the goods at its own discretion, provided that an appropriate grace period notified in writing, was sent to the buyer announcing the intention to dispose the goods has expired without results.
6.3. The seller warrants that goods he manufactured, will be in accordance to the agreed specification at the time of delivery, for period of 12 months from the date of delivery, subject to proper storage of the goods provided by the buyer. This warranty is subject to the other express conditions set out in these General conditions of sale. The liability limitations, as set out in this clause, shall also apply to seller’s legal representatives, employees and agents.
6.4. The Buyer shall exercise necessary controls during the delivery and in case of identifying defective products, the Buyer shall notify the Seller forthwith. Otherwise, parties assume that, the Seller delivered the products free from fault and the Seller will not be responsible from any possible defects. Claim regarding the fact that the products are defected shall only be proven by a record drawn up by an expert or an institution authorized by the Seller after making analyses on the product or the test results given by the Seller’s laboratories.
6.5. Any apparent defects, incompleteness of the goods, or any other deviations from confirmation of the order, will be immediately taken into consideration by the seller, provided that the buyer made the written statement on those defects in written form, immediately upon reception of goods.
6.6. For visible faults, buyer must make immediate written claim, respectively within 72 hours after taking over the goods and provided that such remark has already been made in the transport document. Rules in trading operation on inspection of goods and reporting the faults, remain in force. If the claim on visible faults on the goods have not been submitted within 72 hours from taking over the goods, the goods are considered acceptable, unless in cases when agreed otherwise.
6.7. Any hidden defects (including defects surfacing during use of goods) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of six months after delivery. Defective products must be kept available for seller’s inspections for 14 days from the date of the notification (provided that there are no circumstances putting limitations to seller’s ability to travel), and must not be returned to seller earlier, or put into further use. Upon seller’s request, specimens of goods found faulty are sent back to the seller. If the buyer does not comply with this clause negligently, it shall not be entitled to return the goods and seller shall have no liability for such defects or incompleteness.
6.8. The buyer must immediately and within 48 hours notify seller, if receiving any complaint from his customer due to defects in the end product caused by the supplier’s goods not being in accordance to the agreed specification at the time of delivery and for period of 12 months from the date of delivery, subject to proper storage of the goods provided. If the buyer fails to meet this obligation, it shall not be entitled to any claims against seller based on defective goods, nor shall seller be obliged to indemnify it.
6.9. Seller shall not be liable for negligible deviations from the agreed specifications, and/ or for only minor impairment of the good’s applications, nor shall seller be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, storing conditions, or any alteration of the goods by the buyer. Seller shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications, unless seller is aware of such unsuitability.
6.10. Standard method of unloading the goods is by fork lift. Seller must confirm, in written, to the buyer if other method of unloading is required.
6.11. Until settlement of complaint, buyer shall provide appropriate storage and will take care of securing the goods from damaging or destruction. Complaints are to be resolved by written agreement between seller and buyer.
6.12. Goods that are returned to the seller, in compliance with agreed method on resolving complaints, cannot have other damages except for those that are the subject of complaint, and must be returned to the seller in agreed time period, unless agreed otherwise.
6.13. Seller retains the right for compensation in case of destruction of goods, which was not taken over from seller’s warehouse, in compliance with agreed deadline, due to buyer’s fault.
6.14. Seller retains the right to halt further delivery of goods, if the delay in payment by the buyer is caused by unjustified complaint.
7. Retention of title
7.1. Title to all delivered goods remains with the seller, until the buyer has paid all sums related to ordered goods.
7.2. In case the buyer is acting contrary to Confirmation of order or contract signed, especially in case of delay in payment, seller holds the right to take the goods back.
7.3. The Buyer will not alter, treat or otherwise deal with goods without the prior written consent of Seller and will sell goods only in the packages, form and get up in which they are sold to the Buyer by Seller, except as otherwise agreed in writing in advance by Seller.
7.4. Any processing of delivered goods by the buyer, takes place on behalf of the seller, without imposing obligations to the seller. If the delivered goods are processed with other goods not owned by the seller, seller acquires co-ownership on the newly produced goods pro rata the value of delivered goods at the time of the processing.
7.5. The buyer is obliged to appropriately store and insure the goods still owned by the seller, against all common risks, particularly against fire, burglary, or damage caused by improper storing, at its own expense.
7.6. In case the buyer is in delay of overdue payment, considering a grace period of 10 working days, seller shall be entitled to demand restitution of the delivered goods, or to collect the delivered goods and to sell them as they are (i.e. including their packaging) to any third party. One or several of these acts shall not be considered as termination of the respective orders, and do not relieve the buyer waives any right for compensation, which might derive from use of trademark rights with regard to signs, logos and words, etc.
8.1. Seller is not liable for any damage occurred at the buyer, as a consequence of its delays in completion of contracted obligations, and especially because of improper or incorrect data, or any other information provided by the buyer.
8.2. Seller is not liable for profit lost and/ or any other material or non – material damages of the buyer.
8.3. Nothing in agreements between the Buyer and the Seller shall impose upon Seller an obligation to sell the goods or prevent Seller from making such changes in the specification thereof as Seller considers appropriate from time to time, but Seller will endeavor to give the Buyer reasonable notice of any changes that might affect the Buyer's business.
9. Force majeure
9.1. As an inability to complete conditions, for which seller is not liable, calculated are circumstances such as force majeure, measures imposed by state bodies and other events which are not possible to be prevented, eliminated or avoided, respectively situations to which seller cannot make any influence.
9.2. In case that completion of contracted obligations becomes difficult or impossible, due to such circumstances, obligation ceases for the period when its completion is difficult or impossible, respectively if circumstances in force could not be avoided, resolved or prevented. Such circumstances during respective period are relieving seller from completion of obligations and compensation liability, due to failure to complete contracted obligations.
9.3. Party which claims right for inability to complete obligations, must prove existence of such circumstances, which are excluding its liability, and inform the other party about it, respectively at the moment of knowing for occurrence of such circumstances. In the same way, one party needs to inform the other party about termination of circumstance which have caused inability to complete obligations. If other party is not informed properly or immediately, the party which claims right for inability of completion of obligations is liable to compensate for damage incurred.
9.4. If the circumstance lasts for more than 6 (six) months, seller and buyer are agreeing on change or termination of contract validity, if concluded, respectively order.
9.5. Seller is not liable for any delay during completion or incompletion of obligations from its contracted relation, if the delay during completion or incompletion is consequence of cause outside of its reasonable control, and are occurring without its fault or negligence, including without limitations, inability of supplier, sub-contractor and forwarder or seller to complete their obligations, in compliance with the contract signed. Deadlines for completion of obligations are extended for the period of time, which was lost due to occurrence of such reasons, if the contracting parties still have the interest.
10. Changed circumstances
10.1. If, after confirmation of order or signing the contract, circumstances which are making completion of obligations difficult occur, or if completion of obligations is more than obviously not suitable to the expectations of contracting parties anymore, or if completion of the obligation would be unfair or significantly more difficult, seller shall inform the buyer on such significant change in circumstances, as well as on its ability to complete obligations with possible proposal for change in terms of delivery, respectively its complete inability to be completed.
10.2. Significantly changed circumstances shall relieve seller from completion of its obligation, except in case when buyer offers and/ or agrees for fair change in terms of the contract.
11. Deviation from contract
11.1. Seller has the right to deviate from the contract:
- If due to force majeure, strike, or circumstances which were not caused by seller only (i.e. halt in raw material supply) he is unable to complete contracted obligations;
- If the buyer has delayed the payment deadline, agreed in written form, for more than 14 days, and did not make any agreements for the subsequent deadline;
- If the buyer, due to large negligence, gave false information on its obligations, which are jeopardizing its ability to complete the obligations.
-- In all other cases in which it cannot be justifiably expected from seller to continue supply of goods (i.e. withdrawal of insurance policy, etc.)
12.1. In case the agreement whose provisions are incompatible to these terms is made with the buyer, provisions of the contract will be used for definition of individual relations.
112.2. Dispute should be solved by the court where the seller’s headquarters are, and applicable will be local material law. In BiH, the court which has jurisdiction in the dispute would be the municipal court- in Zavidoviæi, or cantonal court in Zenica.
13.1. Contracting parties agree with absolute confidentiality towards the third parties, in relation to findings made from business relations
13.2. Any sort of violation of this rule by the buyer, gives the right to the seller to deviate from the contracting obligations, without any consequences, as well as to demand compensation of the damage from buyer, based on violation of this rule.