1. General Provisions

These General Terms and Conditions (hereinafter "GTC") of Refrastar s.r.o., with its registered office at Masarykova 391/1, 678 01 Blansko, Czech Republic, IČO: 08707511, DIČ: CZ08707511 (hereinafter "Seller"), govern the mutual rights and obligations arising in connection with the sale and supply of refractory materials, products and related goods (hereinafter "Goods") between the Seller and its business partners (hereinafter "Buyer").

These GTC apply exclusively to business-to-business (B2B) transactions. By placing an order, the Buyer confirms that it has read, understood and accepted these GTC in full.

2. Conclusion of Contract

A contract of sale is concluded upon the Seller's written confirmation of the Buyer's order (hereinafter "Order Confirmation"). The Order Confirmation shall specify the type, quantity, price and delivery terms of the Goods.

The Seller reserves the right to reject any order without stating a reason. An order that has not been confirmed in writing by the Seller shall not be binding upon the Seller.

Any amendments or supplements to a confirmed order shall only be valid if agreed upon in writing by both parties.

3. Prices and Payment Terms

All prices are quoted exclusive of value added tax (VAT) unless expressly stated otherwise. VAT shall be added at the applicable statutory rate.

Unless otherwise agreed in writing, the payment term is 30 days from the date of invoice. Invoices are issued upon dispatch or handover of the Goods.

In the event of late payment, the Seller is entitled to charge default interest at the rate of 0.05% per day of the outstanding amount for each day of delay.

The Goods shall remain the property of the Seller until the purchase price has been paid in full (retention of title). The Buyer shall not dispose of, pledge or otherwise encumber the Goods prior to full payment without the Seller's prior written consent.

4. Delivery Terms

The delivery date, method and place of delivery shall be specified in the Order Confirmation.

Unless otherwise agreed, delivery shall be EXW (Ex Works) the Seller's central warehouse at Lhota Rapotina 19, 679 01 Lhota Rapotina, Czech Republic, in accordance with Incoterms 2020.

The risk of loss or damage to the Goods shall pass to the Buyer in accordance with the applicable Incoterms delivery term.

The Buyer is obliged to inspect the Goods upon receipt and to notify the Seller in writing of any visible defects, discrepancies in quantity or damage within 3 business days of delivery. Failure to do so shall constitute acceptance of the Goods as delivered.

5. Warranty and Claims

The Seller warrants that the Goods conform to the specifications set out in the relevant product documentation, technical data sheets or as otherwise agreed in writing.

The warranty period is 6 months from the date of delivery, unless otherwise agreed in writing.

Claims must be submitted in writing and accompanied by supporting documentation, including photographs and a description of the defect. The Seller shall assess each claim without undue delay.

The method of resolving a justified claim (replacement, repair or credit) shall be at the Seller's reasonable discretion.

The warranty does not cover defects arising from:

Improper storage, handling or use of the Goods contrary to the Seller's instructions or applicable technical standards;
Modification or alteration of the Goods without the Seller's written consent;
Normal wear and tear;
Use of the Goods in conditions exceeding the specified parameters.

6. Liability

The Seller's total aggregate liability for any and all claims arising out of or in connection with the supply of the Goods shall not exceed the purchase price of the specific Goods giving rise to the claim.

The Seller shall not be liable for any indirect, consequential or incidental damages, including but not limited to loss of profit, loss of production, business interruption or damage to other property.

Neither party shall be liable for failure to perform its obligations if such failure results from circumstances beyond its reasonable control, including but not limited to natural disasters, war, government actions, supply chain disruptions, pandemics, fire or other events of force majeure. The affected party shall notify the other party without undue delay.

7. Confidentiality

Both parties undertake to treat as confidential all commercial, technical and pricing information obtained from the other party in connection with the business relationship, and not to disclose such information to any third party without the prior written consent of the disclosing party.

This confidentiality obligation shall survive the termination of the contractual relationship for a period of 3 years.

8. Final Provisions

These GTC and any contractual relationships arising hereunder shall be governed by and construed in accordance with the laws of the Czech Republic, in particular Act No. 89/2012 Coll., the Civil Code, as amended.

Any disputes arising out of or in connection with these GTC shall be resolved by the competent courts of the Czech Republic.

If any provision of these GTC is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

These GTC are effective as of 1 January 2024 and supersede all previous versions.