Anti-Fraud Policy of the BorsodChem Group

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Code of Ethics of the BorsodChem Group

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Whistleblowing/Hotline Policy
of the BorsodChem Group

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1. Scope of Application

1.1. These General Terms of Service ("GTS") govern the sale of goods between the Buyer and BorsodChem MCHZ, s.r.o. ("BC MCHZ"), the Seller (the Seller and the Buyer are hereinafter referred to as the "Parties").
1.2. The GTS form an integral part of every contract between the Seller and the Buyer and apply to legal arrangements arising under contracts in which references to the GTS are made or the application of the GTS is agreed.
1.3. No deviation from the GTS may enter into effect and into force unless expressly agreed in a contract.
1.4. Unless agreed otherwise, all other matters between the Parties are subject to the provisions of the Civil Code (89/2012), as in effect, and other applicable laws.
2. Entry into Contract
2.1. A contract is entered into once the Seller delivers to the Buyer a confirmation of the acceptance of a duly placed order. On a case-by-case basis, a confirmed order replaces a contract for the supply of goods. The Seller must send to the Buyer a confirmation of the acceptance of an order without unnecessary delay (hereinafter referred to as the "Contract").
2.2. In the case of recurring orders, the Seller and the Buyer may enter into a master agreement for the supply of goods (hereinafter referred to as the "Master Agreement").
2.3. Any amendment to a Contract proposal (order) constitutes the rejection of the proposal and will be considered to constitute a new Contract proposal.
2.4. The Buyer must deliver an order to the Seller either by electronic mail to the Seller's e-mail address or by regular mail to the Seller's mailing address at BorsodChem MCHZ, s.r.o., Chemick√° 2039/1, 709 03 Ostrava.
2.5. The Buyer and the Seller enter into a contractual arrangement based on their mutual and full agreement regarding all particulars of the Contract. The aforestated does not preclude the replacement of an explicit agreement on certain particulars by the customary practice of the Parties, by the Seller's price list, or by the provisions of the GTS.
2.6. The following important information must be stated in every order:
  1. The Buyer's identification data (trade name, registered office, identification number, VAT number, bank details, account number, signature of authorized representative),
  2. Specification of delivery terms, including technical specifications and the lead time or the delivery time,
  3. The required date and place of delivery and shipping information.
2.7. If any of the aforestated information is missing in an order, the Seller will request the Buyer to provide such information.
3. Delivery of Goods
3.1. The quantity, quality, type, and packaging of goods delivered by the Seller must conform to the Contract. Unless specified otherwise by the Buyer in the Contract, the aforestated will be determined by the Seller in conformity to the standard parameters of the given type of goods.
3.2. If the Seller supplies a larger quantity of goods than agreed, the Contract will be deemed to include the extra quantity. Unless agreed otherwise in the Contract, the Seller may deliver goods with a commensurate quantity tolerance. In connection therewith, the provisions hereof pertaining to defects do not apply to the quantity of delivered goods.
3.3. If the Contract stipulates that the transport of goods is to be secured by the Buyer, the Seller will be deemed to have fulfilled the duty to deliver goods by handing over the goods to the Buyer at the Seller's registered office or, as the case may be, by allowing the Buyer to take possession of the goods in another way, if so agreed.
3.4. If the transport of goods is to be secured by the Seller, the Seller will be deemed to have fulfilled its duty to deliver goods by handing over the goods to the Buyer at the place of acceptance specified by the Buyer. In such a case, the Buyer must ensure, at its own expense and risk, the unloading of goods at the place of acceptance, where the Buyer will be liable for any damage to health and property caused by inexpert unloading.
3.5. If goods cannot be handed over due to the Buyer's fault or if the Buyer fails to accept goods despite the Seller's (carrier's) readiness to deliver the same, the Seller may store, return to the Seller's registered office, or sell the goods at the Buyer's expense. In such a case, the Seller will have the right to claim from the Buyer compensation for the full amount of losses and any costs incurred in connection therewith.
3.6. The acceptance of goods must be confirmed by the signature of the Buyer's authorized representative on the original of the bill of delivery. In the event the Buyer charges another person with the acceptance of goods, such person must submit a written authorization to that effect to the Seller no later than on the date of acceptance of the goods.
3.7. Unless specified otherwise in the Contract or in the GTS, the Seller may demand that the purchase price for supplied goods be paid in advance.
3.8. Goods to be supplied under the Contract will be delivered according to the INCOTERMS 2000 or INCOTERMS 2010, unless different delivery terms and conditions are stipulated in the GTS or in the Contract.
4. Payment Terms
4.1. The right to the payment of the purchase price (proforma invoice) is defined in Article 3.7 of the GTS.
4.2. The Seller will send the Buyer a tax invoice once goods have been shipped.
4.3. The Buyer must pay the purchase price against a tax invoice duly issued by the Seller. The tax invoice must include all information required under the law. The due date of an invoice will conform to the payment terms agreed in the Contract.
4.4. If the Buyer is late in paying the purchase price, the Seller will be entitled to claim late payment interest at the rate agreed in the Contract. In addition to late payment interest as per the aforestated, the Seller may levy a Contractual penalty in the amount agreed in the Contract.
4.5. A complaint concerning a tax invoice must be filed with the Seller without delay, no later than within three (3) working days after the receipt of the tax invoice.
4.6. If paid by a wire transfer, the purchase price is deemed paid on the date on which it is credited to the Seller's bank account.
5. Liability for Defects and Compensation for Damage
5.1. Liability for defects is subject to laws of general application. The Buyer must make a claim upon the acceptance of the goods in the case of visible defects and without unnecessary delay after ascertaining other types of defects; a claim must be made in writing. The delivery of defective goods does not constitute a gross breach of the Contract.
5.2. The Seller's liability for defects that originate after the acceptance of goods lasts six months, unless specified otherwise in a product certificate (quality certificate, safety datasheet). A defect claim must be brought to the Seller within the aforestated period.
5.3. In the case of visible defects, the Buyer may claim:
(a) defects relating to quantity, and/or
(b) defects that occur during transport (e.g. packaging defects) if shipping is the Seller's responsibility.
Claims for the types of defects referred to under subsections (a) and (b) must be brought by the Buyer to the Seller no later than 10 working days after the acceptance of goods. If visible damage that occurs during transport is ascertained, a damage report will be drafted by the Buyer and the carrier in three copies (Buyer, carrier, Seller); such damage does not constitute grounds for rejecting the delivery of goods in part or in full.
5.4. A defect claim must specify the goods thereby concerned and contain an explicit description of the defect.
5.5. The Buyer must store goods subject to a claim separately in their original packaging until the claim is resolved.
5.6. The Seller may request the Buyer to provide a sample of delivered goods for a quality assessment and to inspect goods on the Buyer's premises. Based on such an assessment, the Seller will propose a method for settling the claim. If the Parties fail to agree on the outcome of an assessment, the Seller or the Buyer may submit the matter to an arbitration body (independent laboratory, such as SGS). The decision of such a body will be binding for both Parties, where the cost of arbitration will be borne by the losing Party.
5.7. If the Seller is the losing Party in the aforestated arbitration proceedings, the Seller will compensate the Buyer only for direct damage provably incurred as a result of a defect in the quality of delivered goods. The Buyer will be entitled to no compensation for damage incurred due to improper handling of goods or a failure to comply with the storage requirements specified in the catalogue and safety datasheet for the applicable goods.
6. Force Majeure
Force majeure refers to extraordinary circumstances preventing the fulfilment of duties arising under the purchase Contract, which occur only after the entry into the Contract and cannot be prevented by the affected Contracting Party. Such circumstances exclude liability for a failure to fulfillContractual obligations. Circumstances arising from the personal or financial situation of the obliged Party, obstacles the obliged Party is subject to the duty to eliminate or overcome, and any circumstances that occur only after the obliged Party is already in default do not constitute force majeure.
7. Miscellaneous
7.1. The Seller may withdraw from the Contract if, during the performance thereof, the Seller is informedof the Buyer's inability to fulfill its obligations arising from the Contract, financial obligations in particular, or if the Buyer refuses to pay the purchase price in full in advance before the delivery of goods or, as the case may be, to secure the payment thereof in another manner (bank guarantee, pledge, etc.). Withdrawal from the purchase Contract will enter into force upon the delivery of the Seller's notice of withdrawal from the Contract to the Buyer.
7.2. The ownership to goods will pass to the Buyer upon the payment in full of the purchase price. If the purchase price is paid in advance before the delivery of goods, the ownership thereof will pass to the Buyer upon the acceptance of the goods.
7.3. If the Buyer is late in paying its financial obligations, the Seller may withhold any deliveries pending under any Contract with the Buyer until a payment is made; such withholding will not be considered breach of the Contract constituting grounds for withdrawal from any Contract between the Seller and the Buyer.
7.4. Where applicable, disputes will be resolved by negotiation between the Parties. If the Parties are unable to reach an agreement, a dispute will be referred to arbitration for final settlement in accordance with the ICC Rules. The arbitration tribunal will be composed of three arbitrators. Arbitration proceedings will take place in Vienna, Austria and will be conducted in English.
7.5. The Buyer and the Seller do not assume the risk of a material change in circumstances and do not preclude the application of Sections 1765 and 1766 of the Civil Code.
7.6.All legal acts must be made in writing, where for the purposes of the GTS, written form includes e-mail communication, unless otherwise stipulated herein.
7.7. The Parties agree that a notice served by one of the Parties will be deemed to enter into force on the date of its delivery to the other Party or on the date on which the notice is assumed delivered as per Section 573 of the Civil Code (89/2012).
8. Entry into Force of the General Terms of Service
8.1. The GTS may be amended by the Seller to a commensurate extent. The Seller must inform the Buyer of such any such amendment in writing at the Buyer's contact address, where the contact address means the address of the Buyer's registered office or of any of the Buyer's business establishments.
8.2. The Buyer may reject an amendment to the GTS and, on the grounds thereof, terminate the Contract within one month after the entry into force of such an amendment, whereupon a one-month notice period will apply, starting on the delivery date of a termination notice to the Seller, unless expressly agreed otherwise in the purchase Contract.
The General Terms of Service enter into force on 1. 6. 2015.