1. Applicability of the General Terms and Conditions (GTC)

1.1. Scope of the GTC

These General Terms and Conditions (hereinafter "GTC"), established by Eurochem Ltd, govern all deliveries of Goods intended exclusively for scientific research and development purposes. They also apply to any associated contractual relationships between Eurochem Ltd and its Customers, including the creation of a Customer Account. Customers may purchase Goods in person at Eurochem Ltd's registered office, with these GTC equally applicable to such transactions.

1.2. GTC and Order Integration

The GTC are an essential component of all Orders placed through the E-shop and are fully binding unless explicitly modified in writing by mutual agreement between Eurochem Ltd and the Customer for a specific Order. Should any conflict arise between the GTC and the terms of an individual Order, the Order's provisions take precedence, but only to the extent of the discrepancy. The Customer's own general terms and conditions, if any, do not apply to the relationship with Eurochem Ltd, even if Eurochem Ltd fulfills the Order without reservation.

1.3. Modifications to the GTC

The GTC are accessible in the E-shop, allowing Customers to archive or reproduce them. Any changes or updates to the GTC are valid only if confirmed in writing by Eurochem Ltd Eurochem Ltd reserves the right to unilaterally amend, supplement, or terminate the GTC and will notify Customers of such changes. Notification may occur through the Customer Account or another section of the E-shop, accompanied by a clear indication of the update (e.g., the date of revision). If a Customer disagrees with the modified GTC, they must submit written objections (e.g., via email to [email protected]) within 5 calendar days of receiving the notification. Eurochem Ltd may then either:

• Accept the Customer's objections and revert to the original GTC,
• Negotiate alternative terms, or
• Insist on the modified GTC, in which case the Customer retains the right to terminate the Agreement immediately within 14 calendar days of receiving Eurochem Ltd's final decision.

1.4. Exclusivity of Rights and Obligations

All warranties and obligations arising from the Agreement are exclusively for the benefit of the Customer. Unless required by law, no third party shall be entitled to claim any rights, benefits, or performances under the Agreement, nor enforce any obligations against Eurochem Ltd

2. Definitions

The following terms are defined as follows:

• "Agreement": Refers to the legally binding contract established between the Contracting Parties, formed in accordance with Article 4 of these General Terms and Conditions (GTC). It encompasses all contractual agreements between the Contracting Parties, including the Order and these GTC.
• "Commercial Code": Refers to Act No. 513/1991 Coll. (the Commercial Code), as amended.
• "Company": Refers to Eurochem Ltd
• "Confidential Information": Refers to non-public information disclosed by Eurochem Ltd that is either explicitly marked as confidential or should reasonably be treated as such due to its nature or the circumstances of disclosure. This includes, but is not limited to, details about granted discounts, claims handling related to liability for damages or defects, and other proprietary terms or arrangements between Eurochem Ltd and the Customer.
• "Content": Refers to any text, files, graphics, media, data, information, or other materials available in the E-shop, including the Customer Account.
• "Contracting Party": Refers collectively or individually to Eurochem Ltd and the Customer, as applicable.
• "Customer Account": Refers to a unique user account created for an individual following Registration in the E-shop. A Customer Account is required to place Orders for Goods via the E-shop.
• "Customer": Refers to a registered user of the E-shop who is interested in purchasing Goods. The Customer must be a legal entity or a natural person aged 18 or older, acting within the scope of their business, employment, or profession when entering into and performing the Agreement. Prior to Registration, a Customer is considered a visitor to the E-shop interested in creating an account.
• "E-shop": Refers to the online store operated by Eurochem Ltd at the website: https://eurochem-labs.com and all its subpages.
• "Goods": Refers to products offered by Eurochem Ltd in the E-shop exclusively for scientific research and development purposes. Goods are not intended for human or animal use.
• "Order": Refers to the online form available to the Customer in the E-shop (as described in Clause 4.2 of the GTC). By completing and submitting this form, the Customer places an Order for Goods.
• "Price": Refers to the purchase amount for the Goods that the Customer is obligated to pay to Eurochem Ltd, as specified in the Order.
• "Registration Form": Refers to the online form available in the E-shop under the "LOGIN" and "Create Account" sections.
• "Registration": Refers to the process of creating a Customer Account in the E-shop via the "LOGIN" and "Create Account" sections.
• "VAT": Refers to value-added tax.

3. Registration and Login to the Customer Account

3.1. Registration

To purchase Goods through the E-shop, the Customer must complete the Registration process and create a Customer Account in the "LOGIN" and "Create Account" sections. During Registration, the Customer must provide Eurochem Ltd with all required information as specified in the Registration Form. The Customer is responsible for ensuring that all provided details are accurate, current, complete, and truthful. Any changes to this information must be promptly communicated to Eurochem Ltd within 24 hours of the change occurring.

Eurochem Ltd reserves the right to verify the accuracy, completeness, and truthfulness of the information provided during Registration and to approve or deny the creation of a Customer Account. Any violation of these obligations by the Customer entitles Eurochem Ltd to refuse, suspend, or terminate the delivery of Goods, as well as restrict access to the E-shop or Customer Account. Such actions shall not be considered a breach of Eurochem Ltd's obligations, and the Customer shall have no claims against Eurochem Ltd as a result.

3.2. Customer Account Password and Security

During Registration, the Customer must create a unique password to access their Customer Account. The Customer may change this password at any time through their account profile. If the password is forgotten, the Customer may request a new one.

The Customer is fully responsible for maintaining the confidentiality of their Customer Account (particularly password security) and for all activities conducted through it. In the event of a security breach (such as password loss or unauthorized access), the Customer must notify Eurochem Ltd immediately, within 24 hours of discovering the breach.

Eurochem Ltd shall not be liable for any unauthorized access or misuse of the Customer Account resulting from the Customer's failure to secure their password or disclosure of account details to third parties.

3.3. Logging into the Customer Account

A duly registered Customer may log into their Customer Account at any time. The Customer must use their Customer Account to place Orders, update profile information, or access other available functionalities. Use of the Customer Account is governed by these GTC, and any misuse—such as sharing or reselling access to third parties—shall be considered a material breach of these terms.

3.4. Termination of the Customer Account

Eurochem Ltd reserves the right to terminate a Customer Account in the following cases:

• If the Customer provided incorrect, false, or incomplete information during Registration.
• If the Customer has not logged into their Customer Account for more than 5 years.
• If the Customer requests termination of their Customer Account.
• In other cases specified by these GTC or applicable legal regulations.

The Customer may request termination of their Customer Account at any time by sending an email to [email protected]. If the Customer has pending Orders, Eurochem Ltd will notify them that termination will only occur after the Agreement is fully executed.

3.5. Effects of Customer Account Termination

Upon termination of the Customer Account, Eurochem Ltd will delete all Content associated with the Customer and their account. Eurochem Ltd is not obligated to retain or back up this Content for future use. This does not affect Eurochem Ltd's legal obligation to store certain data in accordance with applicable laws (e.g., for tax or accounting purposes).

3.6. E-shop and Customer Account Disclaimers

Access to the E-shop and use of the Customer Account are provided on an "as available" basis. Eurochem Ltd does not guarantee that the E-shop or Customer Account will:

• Be continuously available or uninterrupted.
• Be free from defects, errors, incidents, viruses, or harmful components.
• Meet the expectations, requirements, or specifications of third parties.
• Be compatible with all hardware or software.

Except as expressly stated in these GTC, Eurochem Ltd disclaims all other warranties, whether express, implied, or statutory, including but not limited to warranties of title, non-infringement, merchantability, fitness for a particular purpose, quality, reliability, or suitability. If any rights or remedies are mandated by law, they shall be exercised in accordance with the procedures and limitations prescribed by such law.

4. Order and Conclusion of the Agreement

4.1. Product Offer

Eurochem Ltd publishes details in the E-shop regarding the Goods available for purchase, including their prices and associated delivery costs. The display of this information does not constitute a binding offer to enter into an Agreement. The information provided is indicative only and becomes legally binding solely upon Eurochem Ltd's explicit Order Confirmation.

4.2. Intended Use of Goods

Eurochem Ltd sells Goods exclusively for scientific research and development purposes. The Customer is strictly prohibited from using the Goods for any other purpose. Eurochem Ltd explicitly warns the Customer that the chemical substances (peptides) sold through the E-shop:

• Must not be used as a medicinal product, drug, active substance, or starting material for the manufacture of medicinal products for human or veterinary use, nor as a medical device or for any diagnostic or therapeutic purpose.
• Are not intended for human consumption and must not be used as food, food supplements, or ingested in any form. The Customer acknowledges the Company's explicit warning against such use.
• Are not cosmetic products or substances intended for cosmetic use. They must not come into contact with any external parts of the human body (skin, hair, nails, lips, external genital organs, teeth, or oral cavity). Their purpose is not for cleaning, perfuming, altering appearance, protecting, or maintaining the condition of the body.
• Must not be used by athletes or in any sports-related activities, including transport, storage, sale, or provision to athletes or individuals involved in sports, as prohibited by applicable sports legislation.
• Must not be used on humans or animals in any manner.
• Are not classified as substances with anabolic or hormonal effects under Act No. 397/2015 Coll. or any other relevant legislation.
• Any descriptions of the Goods (chemicals) in the "PRODUCT INFORMATION" section of the E-shop are provided solely for scientific research and development purposes. The Customer acknowledges that further studies, research, or analyses are required before any other use. Eurochem Ltd emphasizes that the Goods are not intended for human consumption or any purpose other than scientific research and development.

4.3. Customer Declarations

By submitting an Order, the Customer must confirm their agreement with the "Buyer's Declaration" by clicking the designated button, thereby affirming:

• The Customer is a natural person over 18 years of age, a natural person conducting business, or a legally established entity with the professional knowledge and experience necessary for handling the Goods. The Customer declares that the Goods will be used solely for scientific research and development and that all legal requirements for such activities will be fulfilled, including material and personnel equipment.
• The Customer is not a consumer and, if a natural person, acts within the scope of their business, employment, or profession when entering into and performing the Agreement. If the Customer acts outside this scope, they must notify Eurochem Ltd before submitting a binding Order. The Customer confirms that Eurochem Ltd does not encourage misrepresentation as an entrepreneur or professional. If the Customer misrepresents their status, Eurochem Ltd reserves the right to deny consumer protections.
• The Customer acknowledges that the Goods are exclusively for scientific research and development and declares that they will:
  • Not use the Goods as medicinal products, active substances, or medical devices, nor for diagnostic or therapeutic purposes.
  • Not use the Goods for human consumption, as food, or as food supplements.
  • Not use the Goods as cosmetic products or substances for cosmetic manufacturing.
  • Not use, transport, or provide the Goods to athletes or for sports-related activities.
  • Not use the Goods on humans or animals in any manner.
  • Use all information provided by Eurochem Ltd solely for scientific research and development and will not disseminate the Goods or information for any other purpose.
• The Customer acknowledges the risks associated with handling, exporting, importing, and distributing the Goods and declares compliance with the relevant legislation of the Slovenia Republic, European Union, and the destination country. The Customer is liable for any damages incurred by Eurochem Ltd due to non-compliance with import/export regulations.
• The Customer is aware of the criminal consequences of unauthorized handling of substances with anabolic or hormonal effects and declares that they will not engage in any illegal activities related to such substances.
• The Customer will use, test, import, export, distribute, and market the Goods in compliance with applicable laws, these GTC, and professional standards.
• The Goods will be handled only by qualified and trained personnel for scientific research and development.

4.4. Company Reservations

Eurochem Ltd assumes the Customer is fully aware of the Goods' characteristics, handling conditions, storage requirements, and relevant legislation. Eurochem Ltd does not provide advice, consultation, or additional information beyond what is published in the E-shop. The Customer purchases, uses, imports, exports, and distributes the Goods at their own risk.

Eurochem Ltd is not liable for any damages, injuries, or legal violations arising from improper use, negligence, or misuse of the Goods by the Customer or third parties. The Customer is solely responsible for any damages resulting from non-compliance with these GTC or applicable laws.

Eurochem Ltd reserves the right to refuse sales if there is reason to believe the Customer does not meet the GTC requirements or intends to misuse the Goods. However, this does not obligate Eurochem Ltd to verify the Customer's compliance beyond the declarations provided.

4.5. Order Process

To purchase Goods, the Customer must:

1. Select the desired Goods from the E-shop and click "ADD TO CART".
2. Review the selected items in the "SHOPPING CART", where they may adjust quantities or remove items.
3. Proceed to checkout by logging into their Customer Account and selecting the delivery address, billing address, shipping method, and payment method (bank transfer, cash on delivery, or online card payment).
4. Confirm agreement with the GTC and the "Buyer's Declaration" by clicking the respective buttons.
5. Submit the Order by clicking "Binding Order".

The Customer may review and edit the Order before final submission.

4.6. Order Confirmation

Eurochem Ltd will send an Order confirmation to the Customer's email, verifying the availability of the Goods and the ability to fulfill the Order. The Agreement is only concluded upon Eurochem Ltd's Order Confirmation.

4.7. Further Communication

All additional Order-related information, including verification details, invoices, and documentation, will be sent to the Customer's email.

4.8. Customer Obligations

The Customer is obligated to:

• Provide accurate, complete, and truthful information in the Order.
• Accept delivery of the Goods in a timely manner.
• Pay the agreed Price and delivery costs by the due date.
• Use the Goods exclusively for scientific research and development.
• Handle, import, export, and distribute the Goods in compliance with the Agreement, these GTC, and applicable laws.

5. Price and Payment Terms

5.1. Pricing

All prices for the Goods listed in the E-shop are final, with VAT added in accordance with the tax regulations of the selected delivery country. The Price includes the cost of packaging. Eurochem Ltd is a registered VAT payer.

5.2. Additional Costs

The Price does not include:

• Delivery costs for the Goods.
• Payment processing fees.

These costs (if applicable) are clearly displayed to the Customer during the Order process, ensuring transparency before submission. If the Customer requests special delivery or payment conditions (with Eurochem Ltd's consent), the Customer bears all associated costs and risks.

5.3. Discounts

Any discounts on the Price are only applicable if explicitly agreed in writing between Eurochem Ltd and the Customer prior to the Order.

5.4. Payment Obligations and Invoicing

• The Customer is obligated to pay the Price for the Goods at the time of submitting the Order.
• Eurochem Ltd will issue and send an invoice or tax document electronically to the Customer's email (as specified in the Order) without undue delay after payment is received.
• For in-person orders, proof of payment will be provided directly to the Customer or sent to their specified email.
• If the Customer does not receive an invoice within 15 days of the expected delivery date, they must notify Eurochem Ltd immediately.
• The Customer selects the payment method from the options available in the E-shop and must follow Eurochem Ltd's payment instructions. All payment fees are the Customer's responsibility.

5.5. Late Payment

If the Customer fails to pay the Price (or any part of it) on time, Eurochem Ltd reserves the right to charge a contractual penalty of 0.05% per day on the outstanding amount for each day of delay. This is without prejudice to Eurochem Ltd's right to claim full compensation for damages and to terminate the Agreement.

5.6. Allocation of Payments

Payments received from the Customer will be allocated in the following priority:

1. Contractual penalties and statutory interest on late payments.
2. The principal amount of the claim.

If the Customer has multiple financial obligations to Eurochem Ltd, payments will be applied first to the least secured or unsecured obligation, and second to the earliest due obligation, regardless of the Customer's instructions.

5.7. Prohibition of Set-Off

The Customer is not permitted to unilaterally offset any claims they may have against Eurochem Ltd's claims.

5.8. No Withholding of Payments or Delivery Interruptions

• The Customer may not withhold payment of the Price due to disputes over delivered Goods or claims for damages.
• If the Customer is in arrears on any payment to Eurochem Ltd, the company is not obligated to deliver further Goods until all outstanding payments are settled—even if an Agreement for additional deliveries exists.

5.9. Liability for Failed Deliveries

The Customer is fully liable for any costs or damages incurred by Eurochem Ltd if delivery fails due to:

• The Customer specifying a delivery address in a country where the Goods cannot be legally imported under local laws.
• Non-compliance with customs clearance requirements (e.g., seizure by customs or other authorities).
• Other Customer-related issues (e.g., incorrect address, failure to accept the shipment, or rejection of delivery).

Refund Policy for Failed Deliveries:

• If the Goods are returned for the above reasons, Eurochem Ltd will refund the Price (minus delivery and return costs) within 3 business days via bank transfer, unless otherwise agreed (e.g., reshipment at the Customer's expense).
• If the returned Goods are damaged or devalued, Eurochem Ltd is not obligated to refund the Price or associated costs.

6. Place and Time of Delivery of the Goods

6.1. Delivery Location

The Goods will be delivered to:

• The Customer's registered office, or
• An alternative address specified in the Order, or
• A location mutually agreed upon by Eurochem Ltd and the Customer.

Eurochem Ltd reserves the right to determine all delivery conditions, including:

• Transportation method,
• Route, and
• Carrier or shipper (unless otherwise specified in the Order).

Eurochem Ltd may also deliver the Goods using its own personnel and vehicles.

If delivery to the Customer fails, Eurochem Ltd will fulfill its delivery obligation by allowing the Customer to collect the Goods at:

• Eurochem Ltd's registered office, or
• Another designated location (e.g., a warehouse).

6.2. Customer Obligations Upon Delivery

The Customer is responsible for:

• Accepting the delivered Goods at the specified location.
• Providing full cooperation as requested by Eurochem Ltd.
• Inspecting the Goods immediately upon receipt, including:
  • Quantity,
  • Quality,
  • Workmanship, and
  • Packaging.

Any damage or discrepancies must be reported immediately. Once the Goods are handed over to the carrier, the carrier assumes liability for any damage.

If the packaging is damaged upon receipt:

• The Customer (or an authorized representative) must refuse delivery or document the damage with the carrier on the spot.
• Failure to report visible damage upon receipt voids the Customer's right to file a complaint later.

The Customer must confirm receipt of the Goods by signing the delivery note or another confirmation document provided by Eurochem Ltd or the carrier.

For in-person collection (e.g., at Eurochem Ltd's warehouse):

• The Customer must collect the Goods without undue delay after receiving notification from Eurochem Ltd.
• The Customer bears all costs associated with collection under this clause.

6.3. Delivery Time

Unless otherwise agreed in writing, delivery times provided by Eurochem Ltd (e.g., in the Order Confirmation) are estimates and non-binding. Eurochem Ltd is obligated to deliver the Goods within a reasonable timeframe, typically 10 business days from the Order Confirmation and receipt of payment.

Delivery time is calculated based on:

• The nature of the Goods,
• The delivery location,
• Supplier or manufacturer lead times, and
• Other relevant circumstances that may affect delivery.

The delivery period begins on the date of Order Confirmation, unless otherwise agreed.

The delivery period is paused if the Customer fails to meet their obligations or does not cooperate as required by Eurochem Ltd.

Eurochem Ltd may deliver the Goods at any time within the delivery period, and the Customer must accept delivery without refusal. Partial deliveries are also permitted, and the Customer must accept them.

6.4. Exclusion of Delivery Delays

Eurochem Ltd is not liable for delays in delivery if the delay is caused by:

• Force majeure events,
• Circumstances beyond Eurochem Ltd's reasonable control (e.g., stock shortages, unavailability of Goods, manufacturer or regulatory withdrawal, customs delays, or other procedural issues), or
• Any other unintentional circumstance not attributable to Eurochem Ltd.

If delivery becomes impossible or impractical due to these circumstances, or if the purpose of the Agreement is defeated, Eurochem Ltd's obligation to deliver is terminated without liability. The Customer has no claim for compensation in such cases.

Eurochem Ltd will refund the Customer for any prepaid amounts for undelivered Goods within a reasonable timeframe, using the same payment method or another appropriate form (e.g., bank transfer).

6.5. Storage and Disposal of Goods

If delivery is delayed due to circumstances beyond Eurochem Ltd's control (as described in Clauses 6.3 and 6.4), the company may:

• Store the Goods at the Customer's expense, and
• Dispose of the Goods at its discretion.

The Customer is liable for all associated costs, including:

• Storage fees,
• Repackaging,
• Return shipping, and
• Any other related expenses.

If the Customer fails to collect the Goods even after an additional request, Eurochem Ltd may sell or dispose of the Goods at the Customer's expense. This does not relieve the Customer of their obligation to pay the Price for the Goods or Eurochem Ltd's right to pursue further claims.

6.6. Right to Terminate Delivery

Eurochem Ltd reserves the right to terminate delivery of the Goods if there is reasonable cause to believe the Customer is unable to fulfill their obligations under the Agreement.

7. Title and Risk of Damage

7.1. Transfer of Title

The Goods remain the exclusive property of Eurochem Ltd until both of the following conditions are met:

• The Customer has made full payment of the agreed Price, and
• The Customer has properly accepted the Goods.

7.2. Transfer of Risk of Damage

The risk of damage, loss, or accidental destruction of the Goods transfers to the Customer upon delivery, regardless of the method of delivery. For the purposes of this clause, delivery is considered to occur when:

• The Goods are physically handed over to the Customer,
• The Customer is enabled to handle the Goods (e.g., at Eurochem Ltd's warehouse), or
• The Goods are handed over to the first carrier for transport.

If the Customer delays accepting the Goods or fails to provide necessary cooperation for delivery, Eurochem Ltd is entitled to claim compensation for any resulting damages. In such cases, the risk of damage to the Goods transfers to the Customer for the duration of the delay—even if the Goods have not yet been physically handed over.

8. Compensation

8.1. Liability of Eurochem Ltd for Damages

Given that it is not reasonable to assume that a Customer's damages from Eurochem Ltd's breach of obligations could exceed the Price already paid for the Goods, Eurochem Ltd's liability for damages is limited. The company is only obligated to compensate the Customer for damages caused by its culpable breach of obligations, and only up to the amount of the Price the Customer has already paid for the Goods at the time the damage occurred.

8.2. Customer's Liability for Damages

The Customer is fully liable for any damage caused to Eurochem Ltd's property due to a breach of their obligations, even if circumstances excluding liability exist.

The Customer is obligated to compensate Eurochem Ltd for such damages immediately upon receiving a written request from the company.

9. Claims for Defects in the Goods

9.1. Liability for Defects

Eurochem Ltd is responsible for defects in the Goods that existed at the time of handover to the Customer. However, the company is not liable for defects that:

• The Customer was aware of (or should reasonably have been aware of) at the time of handover, or
• Were caused by:
  • Mechanical damage to the Goods,
  • Improper use or storage of the Goods (e.g., failure to follow usage guidelines),
  • Exposure to environmental conditions (temperature, humidity, chemical, or mechanical impacts) unsuitable for the Goods,
  • Negligence, improper handling, or excessive use of the Goods,
  • Natural elements or force majeure events,
  • Use of the Goods for any purpose other than scientific research and development, or
  • The Customer's breach of obligations under the Agreement.

9.2. Detection and Reporting of Defects

Upon receiving the Goods, the Customer must:

• Inspect the Goods thoroughly and report any defects in writing to Eurochem Ltd:
  • Within 2 working days for obvious or quantity-related defects (discoverable through professional inspection), or
  • Within 1 month for hidden defects.

If the Goods were handed over using a handover protocol, the Customer must document any defects immediately in the protocol. Defects reported later will not be considered.

Failure to comply with these obligations voids the Customer's right to claim defects, and the delivery will be deemed proper and defect-free.

If the Customer delays accepting the Goods or fails to cooperate as required for delivery, Eurochem Ltd may unilaterally confirm delivery. In such cases, the Goods are considered accepted without defects.

9.3. Return of the Goods

The Customer is not permitted to return the Goods to Eurochem Ltd without prior written authorization. Unauthorized returns may result in damage or devaluation of the Goods due to their specific nature.

If the Customer returns the Goods without prior agreement or instruction from Eurochem Ltd, the Customer is fully liable for any resulting damages or costs.

9.4. Remedies for Defects

If a defect is confirmed, Eurochem Ltd will remedy the defect at its discretion, which may include:

• Replacing the defective Goods,
• Delivering missing components, or
• Providing a discount on the Price.

Eurochem Ltd will resolve the defect within a reasonable timeframe and notify the Customer accordingly.

If the defect is not remedied properly or in a timely manner:

• For substantial breaches of the Agreement, the Customer may withdraw from the Agreement or request a discount on the Price. The Customer must notify Eurochem Ltd of this claim within 3 working days of the breach, or the claim expires.
• For non-substantial breaches, the Customer may only request a discount on the Price, and must notify Eurochem Ltd within 3 working days, or the claim expires.

9.5. Costs for Unfounded Claims

If the Customer reports a defect that Eurochem Ltd determines does not exist, the Customer is obligated to reimburse the company for:

• All work performed to investigate the claim, and
• All related expenses and costs.

9.6. Cooperation Obligation

If the Customer asserts a defect claim but fails to cooperate with Eurochem Ltd by:

• Allowing inspection of the Goods, or
• Permitting disposal of the Goods for defect verification,

The Customer's defect claims are automatically voided.

10. Limitations of Liability

10.1. Exclusion of Liability

Eurochem Ltd shall not be liable for:

• Actual damages,
• Lost profits,
• Injury,
• Loss or damage,
• Inaccuracy of information or data,
• Costs of replacement goods, or
• Any direct, indirect, express, or implied damages (including negligence or strict liability), even if such damages were foreseeable or disclosed as a possibility.

10.2. Legal Compliance

The limitations and exclusions of Eurochem Ltd's liability are independent of any agreements and apply to the fullest extent permitted by law. If any limitation or exclusion is not permitted by law, it shall be interpreted to provide the minimum liability required.

If any right or compensation is mandated by law, it will be exercised in accordance with that law, including its procedures and limitations.

10.3. Time Limit for Claims

Unless a longer period is required by law, the Customer may only assert claims against Eurochem Ltd within 1 year from the date the claim arose. Failure to assert a claim within this period results in its expiration. This does not affect shorter periods specified in these GTC or applicable legal regulations.

11. Confidentiality

11.1. Obligation of Confidentiality

The Customer is obligated to:

• Maintain strict confidentiality of Eurochem Ltd's Confidential Information, and
• Not disclose or use such information for any purpose other than those explicitly permitted under the Agreement.

11.2. Permitted Disclosure

The Customer may disclose or use Confidential Information only in the following cases:

• If disclosure is required by law, a public authority, or a judicial order, or is necessary to fulfill the Agreement.
• If the information is shared with professional advisors (e.g., legal or financial consultants) on a need-to-know basis, provided these advisors agree in writing to comply with the confidentiality terms outlined in this GTC.
• If Eurochem Ltd provides prior written consent for the disclosure or use.

In any dispute regarding the application of these exceptions, the burden of proof lies with the Customer, who must provide clear and convincing evidence to justify the disclosure or use.

11.3. Duration of Confidentiality

The Customer must maintain confidentiality for:

• A minimum of 5 years from the date of disclosure, or
• Longer, if required by the nature of the Confidential Information (e.g., trade secrets or personal data protection under GDPR).

The Customer is responsible for ensuring that Confidential Information remains protected for the entire required duration.

12. Privacy Policy

Eurochem Ltd confirms that it processes personal data in full compliance with:

• The General Data Protection Regulation (GDPR) of the European Parliament and Council (EU 2016/679), and
• Act No. 18/2018 Coll. on the Protection of Personal Data and amendments to related legislation.

For detailed information on how personal data is protected, please visit the E-shop at: Privacy Policy.

13. Duration and Termination of the Agreement

13.1. Commencement of the Agreement

The Agreement enters into force and effect on the date it is concluded by the Contracting Parties, in accordance with Article 4 of these General Terms and Conditions (GTC).

13.2. Termination of the Agreement

The Contracting Parties agree that the Agreement terminates in the following cases:

• If either party withdraws from the Agreement for reasons specified in these GTC or applicable legal regulations.
• By mutual agreement of the Contracting Parties.
• In any other manner stipulated in these GTC and/or applicable legal regulations.

13.3. Withdrawal by Eurochem Ltd

Eurochem Ltd reserves the right to withdraw from the Agreement, particularly in the following cases:

• If the Customer fails to pay the Price by the due date.
• If the Customer commits a material breach of their obligations.
• If the Customer breaches any obligations in a non-material manner and fails to remedy the breach within an additional period granted by Eurochem Ltd.
• If any declaration or information provided by the Customer is found to be incorrect, false, or incomplete.

13.4. Withdrawal by the Customer

The Customer may withdraw from the Agreement only if Eurochem Ltd, due to its culpable actions, is delayed in delivering the Goods by more than 30 calendar days. Before withdrawing, the Customer must provide Eurochem Ltd with an additional period of at least 7 calendar days to fulfill its obligations.

13.5. Return of Goods and Refund

If the Agreement is terminated and the Goods have already been delivered, the Customer is obligated to:

• Return the Goods to Eurochem Ltd within 14 days of the termination date, following the instructions and address provided by the company.
• Cover all costs related to the return, unless Eurochem Ltd arranges for in-person collection or through an authorized representative.

Eurochem Ltd reserves the right to refuse Goods sent via cash on delivery.

The Customer is responsible for any reduction in the value of the Goods due to improper handling.

Eurochem Ltd will refund the Price paid by the Customer (or a portion thereof, after deducting any claims arising from the Agreement) without undue delay, but no later than 30 days from the termination date and return of the Goods.

Alternatively, the Contracting Parties may agree to exchange the returned Goods for other Goods of equivalent value from Eurochem Ltd's current offer.

13.6. Continuing Obligations

All provisions that, by their nature, extend beyond the termination of the Agreement (e.g., confidentiality, applicable law, liability for damages) remain fully enforceable.

14. General and Final Provisions

14.1. Assignment of Claims and Transfer of Rights

Eurochem Ltd reserves the right to fully assign receivables and transfer rights and obligations under the Agreement to a third party, particularly to affiliated entities. The Customer expressly consents to this provision.

The Customer is not permitted to assign receivables or transfer rights and obligations under the Agreement to a third party without the prior written consent of Eurochem Ltd.

14.2. Force Majeure

Eurochem Ltd is not liable for breaches of its obligations caused by force majeure events. For the purposes of these General Terms and Conditions (GTC), force majeure includes any circumstance that:

• Occurs independently of the will of the Contracting Parties,
• Is unpredictable, unavoidable, and insurmountable, such as:
  • Natural disasters (e.g., floods, fires, earthquakes),
  • Extraordinary situations (e.g., riots, insurrections, strikes),
  • Acts of war, invasions, terrorism, or states of emergency,
  • Epidemics, pandemics, or outbreaks of contagious diseases (e.g., COVID-19),
  • Changes in legislation or regulatory measures (e.g., embargoes, import/export restrictions),
  • Power failures, supply chain disruptions, or limitations imposed by suppliers.

14.3. Delivery of Documents

Unless otherwise specified by applicable laws or these GTC, the Contracting Parties may deliver documents through:

• In-person handover,
• Email,
• Customer Account in the E-shop,
• Postal mail, or
• Courier services.

Documents are considered delivered when they enter the disposal sphere of the receiving Contracting Party. This includes cases where:

• The document was not received because the recipient was not found at the service address (considered delivered 2 days after the attempted delivery).
• The document was returned as undeliverable (e.g., "addressee unknown") (considered delivered on the return date).
• Delivery failed due to an obstacle not caused by the sender (considered delivered when the sender becomes aware of the obstacle).
• The recipient refuses to accept the document (considered delivered on the refusal date).
• The document is sent electronically (considered delivered 2 days after sending to the recipient's email).

The Contracting Parties must promptly notify each other in writing of any changes to their address or contact information.

14.4. Electronic Signatures

The Contracting Parties agree that documents related to the formation, amendment, or termination of the Agreement may be executed as electronic documents using an electronic signature in accordance with Regulation (EU) No 910/2014 (eIDAS). This includes the use of technological tools such as Acrobat Sign, DocuSign, QSign, or similar platforms.

14.5. Feedback and Marketing Communications

The Customer agrees to provide Eurochem Ltd with feedback or suggestions regarding the E-shop or Goods, if requested. Eurochem Ltd may use this feedback without restriction to improve the E-shop or Goods, without obligation to compensate the Customer.

Eurochem Ltd is also entitled to contact the Customer with information about:

• The E-shop,
• Goods,
• Promotions, discounts, or
• Other products and activities of the company.

Such communications may be sent via email, automated calls, or other methods, and shall not be considered spam, advertising, or commercial solicitations.

14.6. Use of Customer References

The Customer grants Eurochem Ltd the right to list the Customer as a contracting party in marketing and advertising materials, including:

• The E-shop,
• Company websites,
• Presentations for potential customers or partners, and
• Other promotional materials.

14.7. Extension of Limitation Period

In accordance with Section 401 of the Commercial Code, the Customer acknowledges that the limitation period for all rights and claims held by Eurochem Ltd against the Customer is extended to 10 years from the date such rights or claims first arose.

14.8. Applicable Law

The Agreement and all legal relationships between the Contracting Parties are governed by the laws of the Slovenia Republic. The Contracting Parties explicitly exclude the application of any conflict of laws rules that would designate a different governing law.

14.9. Jurisdiction

All disputes arising between the Contracting Parties shall be finally resolved by the competent courts of the Slovenia Republic.

14.10. Severability

If any provision of these GTC is found to be invalid or unenforceable, it shall not affect the validity or enforceability of the remaining provisions. The Contracting Parties agree to replace any invalid or unenforceable provision with a new provision that closest matches the original intent and purpose.

14.11. Reservation of Rights

If either Contracting Party overlooks or forgives a default, breach, delay, or failure to perform an obligation under the Agreement, it shall not constitute a waiver of that obligation for ongoing or future breaches. Any waiver must be explicitly stated in writing on a case-by-case basis.

14.12. Intellectual Property and Authorized Content

All information, text, video, audio, recordings, and other Content related to the E-shop are the exclusive property of Eurochem Ltd or its affiliates and suppliers. The company holds all intellectual property rights and property rights related to this Content.

The Customer may use the Content only for personal, non-commercial purposes (e.g., internal operations). Any other use, including distribution, copying, publishing, or sharing with third parties, is prohibited without the prior written consent of Eurochem Ltd.

14.13. Supervisory Authorities

In accordance with Section 23 of Act No. 67/2010 Coll. on the conditions for placing chemical substances and mixtures on the market, the following supervisory authorities oversee compliance in the Slovenia Republic:

• Slovenia Trade Inspection and its regional inspectorates,
• Public Health Authority and regional public health offices,
• Slovenia Environmental Inspection and its inspectorates,
• National Labour Inspectorate and labour inspectorates,
• Main Mining Office and district mining offices,
• Customs Offices, and
• Ministry of Defence of the Slovenia Republic.