General terms and conditions of sale

GENERAL TERMS AND CONDITIONS OF SALE FOR ECP D.O.O. AND ITS AFFILIATES

1. Applicability
These general and specific terms and conditions are the only applicable conditions for our contracts. Buyer’s general terms are excluded. Our offers are non-binding, even if they include a validity period. Orders—whether placed directly or through agents—are only considered accepted upon written confirmation from us. Any deviations or changes are only valid if confirmed in writing.

2. Delivery Deadlines
Delivery timelines are provided for informational purposes only. Partial deliveries and partial invoicing are allowed.

3. Transfer of Risk
Unless otherwise agreed, the risk of loss or damage passes to the buyer once the goods are handed to the first carrier. Retention of title (Articles 11 & 12) does not affect this risk transfer.

4. Claims and Liability
We guarantee quality, quantity, and weight as per dispatch from our warehouse. Claims for missing or damaged goods must be made in writing within eight (8) days of receipt. The buyer must cooperate in inspection. If the claim is valid and lawful, we may, at our discretion, either replace the goods free of charge or cover the incurred costs.

5. Claims Related to Transport
In cases of loss or damage, the buyer must take action to protect the rights of all parties in relation to the carrier and insurer by issuing notices or claims within applicable time limits.

6. Force Majeure
In events of force majeure or any circumstances hindering operations (e.g., war, strikes, natural disasters, supply issues, etc.), we reserve the right to suspend, reduce, or delay performance without liability for damages.

7. Buyer’s Financial Risk
In the case of decreased creditworthiness or legal/financial instability of the buyer, we reserve the right to suspend all unfulfilled contracts and demand immediate payment or financial guarantees.

8. Pricing and Payment Terms
Domestic prices include applicable duties and taxes. Export prices exclude them, and buyers must pay them. Interest on late payments is charged according to applicable legal rates or the higher of: 3% above the discount rate or 1.5× the statutory rate. Any unpaid amount is due immediately. Payment is considered complete once the funds are fully received and cleared.

9. Currency Risk
If the invoice is issued in a currency other than our domestic one, the buyer must cover any exchange rate losses incurred between the price agreement and payment date.

10. Payment Obligations
The buyer must accept documents upon first presentation and ensure proper fund transfers by the agreed date. Payment is not considered fulfilled until our invoicing entity has received the funds.

11. Retention of Title
Delivered goods remain our property until all claims are paid in full. If goods are mixed or processed, proportional ownership of the resulting goods transfers to us. We are not liable for such goods and the buyer assumes responsibility.

12. Ownership Transfer
Ownership does not pass to the buyer until full payment is made, regardless of delivery.

13. Product Information and Liability
Information in brochures or materials is provided in good faith and reflects the best knowledge at the time. The buyer must verify suitability. We accept no liability for IP violations resulting from use.

14. Severability
If any provision is found invalid, the remainder remains effective. Invalid clauses will be replaced with valid provisions of similar economic effect.

15. Governing Law
Applicable law is that of the country of our business unit issuing the invoice. CISG (Vienna Convention 1980) Articles 2–88 apply unless overridden by German law or specific contract terms. Incoterms (latest edition) apply unless otherwise stated.

16. Jurisdiction
Disputes not resolved amicably shall be submitted to the court of the invoicing entity’s location.

17. Seller's Rights
The seller reserves the right to submit the dispute to another court, depending on the buyer’s location and activities.