Ruthenotope d.o.o. (“Seller” in further text) will provide goods (“Products“ in further text ) or services requested by the customer (“Buyer“ in further text) in accordance with the Terms and Conditions listed below. The placing of a purchase order constitutes acceptance of said Terms and Conditions. These Terms and Conditions take precedence over any and all terms and conditions requested by the Buyer, regardless of when these terms were provided to the Seller. The fulfillment of the Buyer’s order does not imply acceptance of any of the Buyer’s terms and conditions and cannot be used to modify or amend the Terms and Conditions.
All prices are expressed in US dollars, unless otherwise specified. Prices are subject to change without prior notice. Written quotations are guaranteed for up to 30 days from the moment the order was placed.
All prices are exclusive of all sales, use, and excise taxes, duties, customs, tariffs, and any other similar taxes or charges of any kind imposed by any governmental authority on any amounts payable by the Buyer. The Buyer shall be responsible for all such taxes, duties, charges, excise, custom, inspection and testing fees and any other charge imposed by government authority. However, the Buyer shall not be responsible for any taxes imposed on the Seller’s income, revenues, personal or real property, or any other assets.
All due payments should be settled within 30 days from date of invoice unless otherwise agreed in writing. Seller reserves the right to require full payment in advance for any reason. The Buyer shall be responsible for covering all bank charges and fees imposed on the transaction.
Delivery dates provided by Seller are considered to be non-binding estimates. The Seller shall not be held liable for any delays, loss, or damage that occurred during transportation. The Buyer shall not return the Products without the Seller’s written consent. The Buyer is under obligation to inspect the goods immediately upon delivery and inform the Seller of any shortage, damage or quality within 5 days. If the Seller is not notified of any problems the Products shall be deemed to comply with the Terms and Conditions and therefore have been irreversibly accepted by the Buyer.
All returns must be approved by the Seller. All Products accepted for return must be unaltered in form or content and placed in their original packaging.
Unqualified products shall be replaced or returned by the Seller, free of charge.
It is the Buyer’s responsibility to test the Products and confirm that it matches the specifications before proceeding with its usage. If any problem is found after the material has been used no warranty or refund shall be issued.
Seller gives warranty that at the moment of shipment the Products will be of the specified quality. The Seller makes no other warranty, express or implied, including but not limited to any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Seller disclaims all warranties that may otherwise arise as a result of course of dealing, course of performance, usage of trade or otherwise
The only liability of the Seller is to replace of the Product without charge or to refund the purchase price upon the return of such products in accordance with Seller's instructions. In no event shall the Seller be liable for incidental or consequential damages of any kind.
Buyer shall comply with all instructions, limitations, specifications, use statements or conditions of use provided by the Seller. All products are intended to be used for research and development laboratory purposes only, not for human or animal application. The Products shall be handled only by properly trained personnel, familiar with laboratory procedures, health risks, and potential chemical hazards. All compounds are supplied on the condition that the Buyer accepts total responsibility for their use as well as their misuse. The Buyer is responsible for safe disposal of all such compounds. Additionally, the Buyer shall not resell, distribute or export the Products without a written consent of the Seller.
The seller reserves the right to terminate the agreement upon sending a written notice in case the Buyer:
All non-public, confidential and proprietary information disclosed by the Seller to the Buyer whether or not designated as “confidential“ is considered to be confidential and therefore must not be disclosed or used by the Buyer for its own use, unless otherwise specified in writing by the Seller.
Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted or breached the agreement for any loss, interruption, delay or error including any loss, interruption, delay or error by reason of circumstances beyond its control (which includes but is not limited to, acts of civil or military authority, national emergencies, epidemic/pandemic measures, labor difficulties, fire, equipment failure, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, terrorism, riots or failure of communication or power supply), provided, that any loss, interruption, delay or error is not caused by the willful misfeasance, bad faith or gross negligence of the Seller, its officers, employees or agents in the performance of the Seller’s duties and obligations under the agreement or from the reckless disregard by the Seller, its officers, employees or agents of the Seller’s duties or obligations under the agreement.
This terms and conditions, and any disputes arising hereunder, shall be governed by the laws of Serbia. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The failure of Seller to insist upon strict performance of any of these Terms will not be considered a continuing waiver of any such term or condition, or any other term or condition, or any of Seller's rights. Any controversy or claim arising out of or in connection with this terms and conditions shall be settled by arbitration and principles of the good faith between contracting parties, and in case of inability to reach a mutual agreement, the law of the Republic of Serbia will be applied.
Purchaser hereby declares that in case of business relationship with hereby Seller, shall comply with all applicable laws, regulations and ordinances, including but not limited to those pertaining to the following: export control, pharmaceutical, cosmetic and food preparations, electrical or electronic waste, introduction or production and use of chemical substances, bribery and corruption. Purchaser shall maintain in effect all required licenses, permissions, authorizations, consents, and permits. Purchaser shall comply with all applicable export and import laws in its purchase of Products hereunder and assumes all responsibility for all shipments governed by such laws.