Version 5, valid from [1.12.2022.]
1. SUBJECT AND SCOPE OF THE GENERAL
General Sales Conditions regulate the relationships between any company in the
Impol Group, which acts as a seller (Hereinafter: the Seller) and the buyers of
their goods and products from the sales programme (Hereinafter: the Buyer).
These General Sales Conditions shall apply to all legal relationships between
the Seller and the Buyer, except if the Seller and the Buyer expressly agree
otherwise with regard to individual rights or obligations. Only agreements
concluded in writing shall apply. These General Conditions only apply to the
sale of goods to legal entities.
case of agreements between the Seller and the Buyer, which regulate individual
rights and obligations differently than these General Sales Conditions, this
shall not affect the validity of the remaining provisions of these General
Conditions. These General Conditions shall prevail over any and all general
purchase conditions or other referenced terms and conditions of the Buyer,
unless the Seller and the Buyer expressly agree otherwise in a formal document
executed by at least two (2) duly authorized representatives of the Seller. By
accepting the offer or the goods delivered and/or services rendered by the
Seller, concluding the contract and with each placement of an order or in any
other mutually acceptable manner the Buyer confirms that it accepts these
General Sales Conditions and that it fully agrees with them.
2. CONCLUSION OF THE CONTRACT AND
contract between the Seller and the Buyer is concluded when the Seller and the Buyer
sign a written contract or when the Seller and the Buyer agree upon essential
elements of the contract in accordance with these Conditions. The Seller and the
Buyer may conclude the contract with which they determine the volume and type
of goods or services, the supply dates and the price for the entire contract
duration. If with the contract the parties agree on a later specification of
the goods, the Buyer undertakes to forward the order specification in the
agreed period of time. In case the Buyer fails to submit the specification in
time, the Seller may withdraw from the contract and charge the Buyer the costs
of withdrawal from the contract in the amount specified in point 6 of these
General Conditions. If the Buyer fails to forward each specification in time in
accordance with the contract, the Seller may require the Buyer to do so.
Ordering takes place on the basis of the valid price list, on the forwarded
offer or contract concluded with an individual buyer. Each order must include
basic information about the Buyer and the type, volume and desired supply date
of the ordered goods. The order must be forwarded to the Seller in writing
(e.g. via mail, fax or e-mail) or, if specifically agreed between the Seller
and the Buyer, via other electronic methods such as EDI (Electronic Data
Interchange). The order shall oblige the Buyer to purchase and take over all of
the goods specified in the quotation and pay the full amount quoted by Seller,
and only then to enforce its eventual rights, unless agreed otherwise.
offer shall oblige the Seller up to the date of the offer validity specified in
the offer. The contract shall be concluded when the Buyer accepts the offer
within the period of time of the offer validity and informs the Seller about
this. If the Buyer accepts the offer after the expiry of the period of time of
its validity, the Seller shall have the right to decide freely whether to
accept the order or not.
receiving the Buyer’s order, the Seller shall issue an order confirmation to
the Buyer, in which it specifies the basic information about the Buyer, the
type of goods, the volume, the price and confirmed supply date, and any other
information relating to the contract. Unless the Buyer rejects the confirmation
within three (3) days upon receipt, it shall be deemed that the Buyer entirely
agrees with the contract or order confirmation and the conditions specified in
it and the content of the confirmation shall be deemed final and binding
between the Buyer and Seller.
the Buyer rejects the order confirmation, which is in accordance with its
order, and the Seller incurrs costs due to this, the Seller may charge these
costs to the Buyer.
3. DISPATCHING AND TAKING OVER GOODS
supply period shall begin on the date of issuing the order confirmation to the
Buyer. The Seller reserves the right to extend the delivery date in case of
force majeure. The Seller shall be obliged to immediately inform the Buyer
about the occurrence or conclusion of force majeure.
Unless otherwise agreed in writing, the Seller shall supply the products, FCA
Impol Seval a.d. (Incoterms 2020), in accordance with the standard methods of
the Seller for packing and delivering.
Unless otherwise agreed in writing, the Buyer shall obtain at its own costs all
the necessary import licenses and other consents, which are necessary in order
to ship the product, and shall forward them to the Seller.
the Buyer does not take over the goods in the agreed period of time, the Seller
shall charge it with up to EUR 10.00 per ton for each day of delay, i.e. as
costs borne by the Seller due to the Buyer’s delay in taking over the goods. In
case of delay in taking over the goods by the Buyer, the risk of accidentally
destroying or damaging the goods shall be transferred to the Buyer on the day
when the Buyer starts to be in delay. The amount the Seller may request per
month in liquidated damages shall be limited to five percent (5%) of the value
of the goods for which the Buyer is in delay. In the event the Seller claims
actual damages exceeding the liquidated damages, any previously paid liquidated
damages shall be deducted from such claim to the extent they were paid for the
same goods. This article shall be applied unless otherwise mutually agreed in a
contract by the parties.
Seller retains the right to partial supplies.
4. POSTPONING THE DELIVERY DATES
case the Buyer wishes to postpone the contractually confirmed delivery date due
to any reason and at its own request and the Seller approves this, the Seller
shall reserve the right to charge contango costs or other appropriate lump sum
for storage costs which may be incurred by Seller.
5. PRICE AND PAYMENT CONDITIONS
If one or more cost factors (such
as including, but not limited to any exchange rate fluctuations, currency
arrangements, amendments of duty, increases of costs of labour, raw material,
material, energy products or other production costs, etc.) increase after the
date of conclusion of the contract – even if this occurs due to
foreseeable circumstances – the Seller shall reserve the right to increase the
price of goods by notifying the Buyer in writing at any time prior to the
supply, so that the price reflects the actual increase of costs for the Seller
with regard to production or supply of goods.
agreed prices do not contain taxes or any duties, including, but not limited to
the value added tax and tax deductions which are charged or are based on
amounts paid in accordance with the contract (total taxes). All taxes, related
to purchased products, are under the competence of the Buyer (excluding the
corporate income tax), unless the Buyer submits a certificate on exemption,
which is acceptable for the Seller and relevant tax authorities. The Seller
shall, if possible, calculate taxes as a separate item on the invoice issued to
the Buyer. If the certificate on exemption, submitted by the Buyer, is deemed
to be invalid, the Buyer shall pay to the Seller the amount of the tax and
eventual penalties and related interests.
payments shall be carried out on the basis of issued invoices. The payment due
date or payment maturity shall be specified in accordance with contractual
provisions on the invoice. In case of late payment, the Seller shall have the
right to charge statutory interests on late payment according to the applicable
payment conditions or payments are the subject of insurance (either with the
Buyer’s limit insured by the Seller with an insurance company or with another
method of insurance (e.g. letter of credit, bank guarantee, etc.) the following
payment conditions shall be valid:
the Buyer’s total outstanding debt plus the value of the new shipment of
goods do not exceed the currently applicable limit insured by the Seller,
whereby the amount of the insured limit is determined by the Seller’s
insurance company and may be amended, or
the Buyer’s total outstanding debt to the Seller plus the value of the new
shipment of goods are covered or insured by another method of payment
insurance (e.g. letter of credit, bank guarantee, etc.).
none of the above conditions be met, the Seller shall have the right to
unilaterally amend the payment conditions into an “advance payment” or the
right to request the payment of the purchase price before the supply of the
the Seller shall have the right in case of failure to pay or fulfil other
contractual obligations by the Buyer to stop the supply of the goods or
withdraw from the contract after giving prior notice to the Buyer and charge
the withdrawal costs to the Buyer. In this case the Seller shall not be liable
to the Buyer for any damage or costs that would be incurred by the Buyer due to
the failure to supply the products.
due from the concluded contract, interests and other eventual claims may also
be settled with an offset, assignment, cession and, where possible, with a
multilateral offset through Ajpes or E-compensations or in any other similar
manner. The repayment with the above financial instruments shall be deemed as a
normal manner of payment.
case of transnational business operations in the EU, the goods shall be
supplied to the Buyer without charging VAT, if the Buyer is registered in the
VAR register for transnational business operations in the EU.
Buyer shall be liable to forward its valid VAT ID to the Seller.For the entire
duration of the contract the Buyer shall be liable to preserve the validity of
the VAT ID. In case the Buyer forwards an invalid VAT ID or if during the
duration of the contract the VAT ID changes (including the expiry of the VAT
ID) and the Buyer fails to send a written notice to the Seller about the change
within 1 (one) day from the date of the change, the Buyer shall pay the Seller
VAT at the applicable rate in Serbia, on the date when VAT becomes chargeable,
and all other related costs (e.g. penalties, interests on late payment, etc.)
within 3 (three) days from the Seller’s notice to the Buyer about this.
Buyer undertakes not to assign any claim towards the Seller to third parties
without the Seller’s prior written consent.
6. WITHDRAWAL FROM THE CONTRACT
Buyer may withdraw from the contract in writing by the time of shipment of the
goods, however, in this case it shall have to pay the Seller all costs incurred
to the Seller up to that time. The Buyer shall pay the costs of withdrawal
(withdrawal fee) to the Seller also in case the Seller withdraws from the
contract/order due to Buyer’s fault. Costs of withdrawal include the difference
between the contractual value of Al raw material on the date of conclusion of
the contract/order placement and its market value at the time of receiving the
withdrawal statement, the labour costs, the service costs, the financing costs
and other costs incurred due to the withdrawal from the contract.
addition to all other legal remedies at the Seller’s disposal, the Seller may unilaterally
terminate the contract without notice, if the Buyer: (i) fails to pay any
amount required hereunder within 5 (five) days after receiving a written
notification on the failure to pay; (ii) is in material breach of the
obligations hereunder; or (iii) becomes insolvent or an insolvency proceeding
was initiated against it.
case it is established after the conclusion of the contract that the Buyer
shall not be able to fulfil its contractual obligations, the Seller may, before
fulfilling its contractual obligations, require from the Buyer a relevant
insurance of liabilities or the payment of the purchase price by advance
payment. The Seller may retain the supply of the goods to the Buyer until then.
After the expiry of the date set by the Seller for the Buyer to ensure
additional insurance or the advance payment, the Seller may withdraw from the
contract without notice.
7. EXTENDED RETENTION OF TITLE
goods shall remain the property of the Seller even after being handed over to
the Buyer’s possession, namely until the Buyer pays the entire purchase price
and any other eventual obligations toward the Seller (particularly statutory
interests on late payment, etc). The Buyer shall be entitled to use the
products for the purpose of consumption, re-selling or production whereas the
retention of the title is kept by the Seller, under the condition that this is
the Buyer’s normal business process and that the Buyer is not late with its
payment obligations toward the Seller. Already with this (sales) contract, the
Buyer cedes in advance all claims obtained by the Buyer with regard to further
sale of the goods supplied by the Seller with extended retention of title by
the Seller in order that the Seller could compensate its claims related to the
unpaid purchase prices from the sales contract. If the Buyer fails to use the
goods within the framework of its regular business process or if the Buyer is
late in settling its obligations toward the Seller, the Buyer shall have to
inform its buyer (user) about the assignment of the claims and extended
retention of title on the goods. The Buyer shall provide to the Seller all the
data that the Seller might require for a possible recovery of assigned claims.
8. WARRANTY, COMPLAINTS AND
LIMITATIONS OF LIABILITY
Buyer shall be liable to inspect the goods carefully and report all observed defects.
The Buyer must immediately point out possible obvious material defects,
however, not later than 8 days from the supply date. In case of hidden defects,
the Buyer is obliged to inform the Seller not later than 8 days since
discovering it. The Seller shall not be liable for hidden defects which become
apparent 180 days after receiving the goods.
deviation of +/- 10 % or a maximum of 3 t per individual order shall be allowed
for the supply of goods, whereby this deviation shall not be deemed as a
(quantity) material defect.
Seller undertakes to resolve all complaints within a reasonable period of time
for all the goods for which the Buyer has got a relevant warranty and has
timely informed the Seller about the defects.
physical damage of the goods, which is the consequence of impacts, falls, thunderstroke,
improper parking, etc., shall not be covered by the warranty, except in case
the Buyer clearly proves that it received such goods upon signing the takeover
Buyer shall lose the warranty in case of improper use, processing and storage
of the goods.
Seller shall not be liable for any damage caused to the Buyer as a consequence
of the Seller’s delays in fulfilling its contractual obligations due to
incorrect or inaccurate information, specifications, projects or any other
information provided by the Buyer.
Seller shall also not be liable for damage caused indirectly to the goods,
particularly not for loss of profit, damage to other items of the Buyer, damage
due to equipment failure, suspension of production and/or other damage done to
the items which are or aren’t the Buyers’s property.
any case of the Seller’s liability for damage, the joint and maximum liability
of the Seller and the related entities, employees, managers and subcontractors,
shall be limited to the value of the goods that caused the damaging event.
9. FORCE MAJEURE
Seller shall not be liable for possible failures to fulfil its obligations or
delays caused by force majeure, such as strikes, fires, floods, earthquakes,
storms, accidents, traffic jams, acts by any governmental authority, wars,
uprisings or disorders, epidemics or any other unforeseeable events.
Furthermore, the Seller shall not be liable for any failures or delays caused
by shortage of workforce, energy, raw material, production capacities or
Regardless of the fact that the contracting parties are committed to fulfil
their contractual obligations, the Seller may negotiate with the Buyer to amend
relevant contractual conditions within a reasonable period of time after this
clause coming into force, if it proves that:
implementation of contractual obligations has become overly difficult for
the Seller due to an event outside its control (including, but not limited
to the reduction of its production capacity, increase of costs of energy
products, raw materials or materials, etc.) and which could not be
expected to be taken into account during the conclusion of the contract,
Seller could not avoid such an event or rectify its consequences.
Should the Seller and Buyer fail to agree on amending relevant contractual
conditions, the Seller shall have the right to terminate this contract.
Confidential information deriving from the contractual relationship and
contract documentation shall be treated by the Buyer and the Seller as agreed in
the Non-Disclosure Agreement (NDA), but at least with the same attention as
they treat their own confidential information and they shall not disclose it to
third parties without the prior written consent of the other party. No party
shall disclose or use the data referred to in the previous paragraph for any
purpose which is not directly related to the execution of the rights and
obligations hereunder without the prior written consent of the other party.
following shall also be considered business secret: drawings, diagrams,
calculations, instructions, lists, letters, records, contractual documents and
other data in material or non-material form.
12. APPLICABLE LAW
law of the Republic of Serbia shall exclusively apply to this contract and
these General Sales Conditions and all eventual disputes arising from or in
connection with this contract or these General Sales Conditions, whereby the
application of the provisions of the international civil law and the provisions
of the UN Convention on contracts on the international sale of goods (Vienna
Convention on the International Sale of Goods – CISG), in accordance with which
this contract and the General Sales Conditions shall be interpreted, shall be
expressly excluded. Relevant provisions of the legislation and regulations of
the Republic of Serbia shall govern all rights and obligations of the
contracting parties, which are not expressly defined by the contracts or these
General Sales Conditions.
parties shall resolve any disputes by mutual agreement. If the agreement is not
reached, the court of exclusive competence for resolving the disputes shall be
the Commercial Court in Užice, Serbia.
13. FINAL PROVISIONS
possible invalidity of an individual provision of the General Conditions or
transactions shall not impact the validity of the remaining provisions of these
General Conditions and/or transactions in which these General Sales Conditions
These General Sales Conditions are published in Serbian, Slovenian, German and
English language. In case of ambiguity or inconsistency, the General Sales Conditions
in Serbian language shall apply for explanation and interpretation. If the
Seller and Buyer are from different countries, communication between them shall
be conducted in English language, as agreed by the parties or in accordance
with the practice established between the parties.
General Sales Conditions and each amendment shall begin to apply on the date of
publication on the Seller’s website – www.impol.rs. The General Sales
Conditions shall be valid for an undetermined period of time or until their
amendment. The Buyer shall be liable to verify the validity of the General
Sales Conditions and monitor their eventual amendments on the Seller’s website
before concluding the contract.
Seval a.d. all rights reserved
Sevojno, December 2022.