Sales Terms

1. Scope

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. The Seller is committed to do business with customers who respect all rights and human freedoms, the prohibition of child labor, any form of discrimination, slavery and all other behaviors prohibited by international acts. The Buyer is required to respect the rights of its employees, regarding the prohibition of any form of discrimination based on gender, race, nationality, or religion. The Buyer is expected not to employ workers under the age of 15, or to comply with the provisions on the minimum age limit for employment, according to the regulations of its country. The Buyer will ensure all legal rights of workers (right to salary, vacation, right to free association, etc.). The Buyer is obliged to provide a safe and healthy working environment for its workers. The Seller's expectations are that the Buyer complies with all environmental protection regulations of his country, as well as other international regulations that impose the obligation to work in environmentally acceptable conditions. The Buyer is required to refrain from any activities prohibited by law including, but not limited to: acts of bribery and corruption, tax evasion, participation in money laundering activities, financing of terrorism, or other prohibited activities. By accepting these general conditions, the Buyer confirms that business dealings with the Seller will not include any activities that may lead to violations of sanctions imposed by the UN, the EU, the US Agency for Foreign Assets Control (OFAC) or other international or foreign government institutions. Business with the Seller will not be aimed at any activities that may cause a violation or may be interpreted as the Seller causing a violation of sanctions or embargoes established by the UN, EU OFAC or other international or foreign government institutions. Any action contrary to the above, which the Seller may come to in direct contact with the Buyer (through questionnaires, statements, etc.) or in another way (through formal announcements by competent institutions), releases the Seller from any obligations under these general conditions, regardless of whether mutually agreed upon and confirmed in writing between the Seller and the Buyer.

1.3. 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.

1.4. These general conditions of sale come into force on July 1st, 2023. On the date of entry into force of these General Terms and Conditions of Sale, the earlier General Terms and Conditions of Sale from February 2016 cease to be valid.

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 or contract which regulates the sales 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, with precisely listed specification of the product, the 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, nor they are legally binding for the Seller.

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 is placing an Order of goods, in writing only, and only in that case Order is considered to be valid. Order is considered to be complete, once it contains all data which are listed in the Sellers bid, and which are necessary 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. Parity of the delivery is listed in quotation, Order confirmation, as well as Seller’s invoice, and it is in compliance with the issue of INCOTERMS issued by International Chamber of Commerce from Paris. The same is used also when shifting liabilities for damage and/ or destruction of goods.

4.2. The Seller will deliver the goods, in compliance with valid Order confirmation, at the price and conditions listed in it. Each change of the conditions from Order confirmation has to be agreed between the Seller and the Buyer, and only in that case applied are the new conditions, which will be defined either on revised versiojn of the existing Order confirmation, or in the new/ replacement Order confirmation.

4.3. In case of selling goods in the foreign market price is indicated without VAT. 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 the Seller's Quotation, contract (if it is signed), Buyer's order, as well as Order confirmation issued by the Seller. The Seller may ask the Buyer for a written reconciliation (Extract of open items) twice a year (June 30th and December 31st) or on any other date during the delivery period, according to these general terms and conditions or the contract (if It has been signed). If the Buyer does not submit a response to the report on open items, in connection with obligations within 8 (eight) working days from the day of sending, it will be considered that the presented state of open items is correct.

4.5. In case of difference between the terms of payment defined in contract (if it is signed) and terms of payment stated in Order confirmation, 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. Unless otherwise agreed in Order confirmation, or Contract (if it is signed), payment period shall be calculated starting with the date of issuing invoice.

4.7. In case of delay in payment by the Buyer, for the previously delivered goods, untimely payment if the Order confirmation defines advance payment, or timely providing means of securing the payment defined in the Contract (if it is signed), or Order confirmation, the Seller has the right to charge default interests, damages and costs arising out of the delay, all costs that are related to collection of the debt, as well as to halt further delivery of goods.

5. Delivery time

5.1. Expected and/ or precisely agreed delivery time is stated in Order confirmation.

5.2. Seller informs the Buyer on readiness of goods for dispatch within at least 48 hours, unless otherwise is agreed.

5.3. 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 the delivery time listed in Order confirmation. Delivery deadline listed in Order confirmation is binding for the Seller, only if the Buyer completed its obligations in time, as a precondition for the delivery, in compliance with the deadline listed in Order confirmation (where the completion of technical requirements is needed, providing permits, licenses, providing means for securing the payment, timely payment of previous dispatches, etc.).

5.4. Delivery dates and times quoted in Order confirmation are estimates only, unless it is otherwise explicitly stated in Order confirmation.

5.5. 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 and FCA parity, the Buyer has to announce takeover 2 days before planned takeover at the latest, based on previous notification by the Seller, that the goods are produced, respectively ready for takeover. 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.

6.2. Without prejudice to its other rights, Seller holds the right to bill the warehousing costs, 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 expired, on which he informed the Buyer in writing, as a period after which he intends to dispose the goods.

6.3. The Seller warrants that goods he manufactured, will be in accordance to its official technical specifications valid at the time of delivery, and for period of 12 months from the date of delivery at the latest, and only under the condition that the Buyer has provided proper storage of the goods. This warranty is subject to the other express conditions set out in these General conditions of sale. The liability limitations of the Seller, which are set out in this clause, also apply to Seller’s legal representatives, employees and agents.

6.4. The Buyer shall exercise necessary controls during the delivery. In case of identifying defective products, the Buyer shall notify the Seller forthwith. Otherwise, parties assume that, the Seller delivered the products, during the time of delivery, free from visible fault and the Seller will not be responsible from any possible, subsequently identified visible, defects. In case of identified visible external damages, when taking goods from transportation company, or in case of discrepancy between amount of goods delivered and amount of goods listed in the documents, obligation of the Buyer is to state it, in section of the transport document CMR, which is designated for it, and in that case representative of the Buyer and driver of the transportation company are obligated to sign it. 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, and within the deadline listed in clause 6.6. The Seller will take into consideration any claim, due to visible or invisible defects, only on condition that, the value of claimed part of delivered goods does not exceed 0.5% of net value of delivered 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. The Goods wit hidden defects must be kept available for Seller’s inspections for 14 days from the date of the notification 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 whatsoever for such defects or incompleteness. Until the claim is resolved, the Buyer will provide proper warehouse and take care of securing respective goods from damage or destruction. Claims are to be resolved by a written agreement between the Seller and the Buyer. Claim request is accepted in written form only (e-mail), and should contain the following: • Description of the claim • Amount of the goods claimed • Seller’s tag (serial number of reel or pallet) • Invoice number, according to which the claimed goods are delivered • Copy of transport document, according to which the claimed goods are delivered • Photos or videos of damage or defect. In case of damage during transport, photos or videos of goods on the truck, or before entering the goods into Buyer’s warehouse • Request and proposal of the Buyer on method of resolving the claim, respectively indemnification. The goods which are returned back to the Seller, in compliance with agreed method on resolving claim, cannot have other damages, except for those which are claimed, and must be returned to the Seller within the deadline agreed, unless agreed otherwise

6.8. The Buyer must notify Seller immediately and within 48 hours at the latest, if receiving any complaint from his customer due to defects in the end product, for which he believes were caused by the Supplier’s goods not being in compliance with technical specifications guaranteed by the Seller, valid at the time of delivery and in period of 12 months from the date of delivery at the longest, subject to Buyer properly storing the goods supplied by the Seller. If the Buyer fails to meet this obligation, he shall not be entitled to any claims against Seller, based on defective goods, nor shall Seller be obliged to take the claim into consideration or indemnify the Buyer in any way.

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 be obliged to notify the Buyer of the unsuitability of its instructions or specifications, unless Seller is unaware of such unsuitability.

6.10. Standard method of unloading the goods is by the machine with suitable grapples for the goods which is not supplied on pallets, and fork lift for the goods supplied on pallets. Seller must confirm, in written, to the Buyer if other method of unloading is required.

6.11. 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.

6.12. If the delay in payment by the Buyer is caused by unjustified complaint, the Seller retains the right to halt further delivery of goods, until the payment is completed.

7. Retention of title

7.1. Title to all delivered goods remains with the Seller, until the Buyer has paid all obligations related to ordered goods.

7.2. In case the buyer is acting contrary to Confirmation of order or contract (if it is signed), especially in case of delay in payment, Seller retains the right to take the goods back. The Buyer is obligated, on its own cost, to secure and store the goods, which is still property of the Seller, in appropriate manner against usual risks, especially from fire, burglary or damage caused by improper storage.

7.3. In case that the Buyer uses the goods for the further sales, the Buyer will not alter, treat or otherwise deal with goods without the prior written consent of Seller and will, unless there is written agreement made with the Seller in advance, sell goods only in the packages, form and get up in which they are supplied by Seller.

7.4. In case the Buyer is in delay of overdue payment, considering a grace period of 15 calendar 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 from payment of invoiced amounts. If the goods are sold to the third party by the Seller, the Buyer loses right for compensation, which might derive from use of trademark rights with regard to signs, logos and words, etc.

8. Liability

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 prevent Seller, when there is a need for it, from making changes in the technical specification of products as Seller considers appropriate, but Seller will endeavor to give the Buyer timely 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,

10.2, 10.3. 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, or Order confirmation: - If due to force majeure, strike, or circumstances which were not caused by Seller only (i.e. halt in raw material, or wood supply) he is unable to complete contracted obligations; - If the Buyer has delayed the payment deadline, for more than 15 calendar days, and did not make any agreements in written form, 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, claim, termination of claim insurance for the Buyer, etc.)

12. Disputes

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.

12.2. Unless otherwise agreed in writing, the 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 Zavidovići, or cantonal court in Zenica.

13. Confidentiality

13.1. Buyer and Seller are obligated to keep all findings and information, which they have obtained during the mutual business relation, in absolute secrecy towards the third parties.

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.