General terms and conditions
WARNING: THE E-SHOP IS DEDICATED EXCLUSIVELY FOR PERSONS WHO DO not act as a consumer when concluding and performing the contract. IN VIEW OF THE ABOVE, ALL RELATIONS BETWEEN THE COMPANY AND CUSTOMERS ARE CONSIDERED AS COMMERCIAL RELATIONS.
1. Validity of the GTC
1.1. General terms and conditions. These general terms and conditions of the Company (hereinafter referred to as "GTC") apply to all deliveries of the Goods by the Company exclusively for scientific research and development purposes, as well as to any other related contractual relations between the Company and Customers (e.g. establishment of a Customer Account). The Customer is also entitled to order and take over the Goods in person, at the registered office of the Company, while the provisions of these GTC apply accordingly to this method of purchasing the Goods.
1.2. GTC and Orders. These GTC form an integral part of Customers' Orders made in the E-shop and apply in full, unless otherwise agreed in writing between the Company and the Customer in the individual Order. In the event of a discrepancy or conflicts between the regulation of mutual rights and obligations of the Company and the Customer contained in these GTC and in a separate Order, deviating arrangements contained in the Order shall prevail over the wording of the GTC, and only to the extent of the deviating arrangement. Any general terms and conditions of the Customer shall not apply to the mutual relations of the Customer and the Company, even if the Company provides the Customer with unconditional performance on the basis of the Order.
1.3. Amendments to the GTC. These GTC are published in the E-shop, enabling their archiving and reproduction by the Customer. Changes or amendments to these GTC are valid and effective only if they have been confirmed by the Company in writing, whereby the Customer and the Company agree that the Company is entitled to unilaterally terminate, change or supplement these GTC and notify the Customer of such modification of the GTC and the Customer is obliged to get acquainted with such modified GTC; the publication of the modified GTC in the Customer Account or in another part of the E-shop with a notification regarding modifications to the GTC (e.g. by stating the day of their update) is also considered as notification of the modification of the GTC. In the event that the Customer does not agreewith the modified GTC, the Customer shall express so in writing(a message delivered to the e-mail is sufficient: info@particlepeptides.com) no later than 5 calendar days from the date of notification of the modification of the GTC, in which case it is at the discretion of the Company whether the Company fully accepts the Customer's reservations and confirms the application of the original wording of the GTC, or negotiates with the Customer special provisions deviating from the modified wording of the GTC, or insists on the modified GTC, in which case the Customer has the right to unilaterally terminate the Agreement with immediate effect within 14 calendar days from the date of delivery of the Company's notification that the Company insists on the modification of the GTC.
1.4. No performance to third parties. Warranties and other obligations of the Company arising from the Agreement arise only towards the Customer and for their sole benefit. Except where provided for in generally binding legal regulations, no other person or entity will be considered a third party to whom the Company is provided with any performance, claim or other right under the Agreement, nor are they otherwise entitled to receive or enforce any performance, claims or rights against the Company in connection with the Agreement
2. Definitions
2.1 The following terms have the meanings defined below:
"Agreement" means the agreement concluded between the Contracting Parties, which was formed in accordance with Art. 4 of these GTC and includes all contractual arrangements concluded between the Contracting Parties, including the Order and these GTC.
"Commercial Code"means Act No. 513/1991 Coll., the Commercial Code, as amended.
"Company" means PARTICLE s. r. o., with its registered office at Kolonáda 4490/18, 984 01 Lučenec, Company ID: 47 858 541, registered in the Commercial Register of the District Court Banská Bystrica, Section: Sro, File No.: 27127/S.
“Confidential Information” means non-public information which is made available and which, at the time of disclosure, is identified as confidential or should reasonably be considered confidential or proprietary having regard to its nature and/or the circumstances surrounding its disclosure, in particular information on discounts specifically granted, the manner in which claims arising from liability for damages or defects are handled; or other specifically proposed terms and arrangements between the Company and the Customer.
"Content" means any text, file, graphics, media, data, information and any other content of the E-shop, including the Customer Account.
" Contracting Party" means the Company and the Customer, jointly or individually, as the case may be.
"Customer Account" means a unique user account assigned to a person after their Registration in the E-shop. Setting up a Customer Account is necessary for ordering Goods from the E-shop.
"Customer" means a registered Customer in the E-shop who is interested in delivering the Goods; the Customer is always only and exclusively a legal entity or a natural person older than 18 years who, when concluding and performing the Agreement, acts within the scope of its business, employment or profession; until the moment of Registration, a Customer is considered to be a person who has visited the E-shop and is interested in Registration.
"E-shop" means the online store operated by the Company on the website with the URL: https://particlepeptides.com/ and all its subpages.
"Goods" means goods offered by the Company in the E-shop for PURPOSES OF SCIENTIFIC RESEARCH AND DEVELOPMENT.
"Order" means the online form displayed to the Customer in the E-shop according to clause 4.2 GTC, by filling in and sending which the Customer orders the Goods.
"Price" means the purchase price for the Goods which the Customer is obliged to pay to the Company and the amount or method of determining of which are specified in the Order.
"Registration Form"means the online registration form available in the E-shop under "LOGIN" and "Create Account".
"Registration"means the creation of a Customer Account in the E-shop in the "LOGIN" and "Create Account" sections.
" VAT" means value added tax.
3. Registration and Login to the Customer Account
3.1. Registration. If the Customer is interested in purchasing the Goods through the E-shop, the Customer is obliged to register in the E-shop and create a Customer Account in the "LOGIN" and "Create Account" sections. For the purposes of the Registration, the Customer is obliged to provide the Company with all data necessary to create a Customer Account as specified in the Registration Form. The Customer shall provide all information in correct, true, current and complete form and, in case of change, shall notify the Company immediately, no later than 24 hours after the change occurred. The Company reserves the right to verify the correctness, truthfulness and completeness of the information provided by the Customer during Registration and to decide on the establishment or non-establishment of a Customer Account. Any breach of the Customer's obligation under this clause of the GTC entitles the Company either to refuse, terminate or suspend the delivery of the Goods, as well as the Customer's access to the E-shop or the Customer Account, while such refusal, termination or suspension shall not be considered a breach of the Company's obligations and the Customer shall not have any claims against the Company for this reason.
3.2. Customer Account password and protection. When registering and creating a Customer Account, the Customer determines a unique password that entitles the Customer to access the Customer Account. The Customer has the right to change the generated password in the profile in the Customer Account. If the password is forgotten, the Customer is entitled to request that a new password be generated. The Customer is responsible for maintaining the confidentiality of hisCustomer Account(in particular password security) and for all activities carried out in or through this Customer Account; in the event of a breach of the integrity of the Customer Account (including loss of password), the Customer is obliged to inform the Company of this fact immediately, no later than 24 hours after such breach occurred. The Company is not responsible for any unauthorized interference with the integrity of the Customer Account, which is caused by the loss of the password or disclosure of the password and/or the contents of the Customer Account to a third party by the Customer.
3.3. Login to the Customer Account. A duly registered Customer is entitled to log in to their Customer Account at any time. The Customer is obliged to use the Customer Account when sending Orders, as well as for the purpose of changing the data in the profile or using other functionalities that the Customer Account currently offers. Use of the Customer Account is governed by the rules set out in these GTC; any other use of the Customer Account shall result in a material breach of these GTC. It is not permitted to share or resell access to the Customer Account to any third party.
3.4. Termination of the Customer Account. The Company is entitled to terminate the Customer Account in the event of (a) if the Company finds that the Customer has provided incorrect, false or incomplete data, (b) if the Customer has not logged into the Customer Account for more than 5 years, (c) if the Customer requests the termination of the Customer Account or (d) in other cases under these GTC or generally binding legal regulations. The Customer is entitled to request the Company to terminate the Customer Account at any time by sending a request to the e-mail info@particlepeptides.com. If the Customer has ordered the Goods, the Company shall notify the Customer of this fact and at the same time inform the Customer that the termination of the Customer Account will occur only after proper performance of the Agreement
3.5. Effects of termination of the Customer Account. Upon termination of the Customer Account, the Company shall delete all Content related to the Customer and the Customer Account, and the Company is not obliged to back up this Content for future use. This is without prejudice to the Company's right and obligation to store selected information and data in accordance with generally binding legal regulations (e.g. for tax and accounting purposes).
3.6. E-shop and Customer Account declarations. Access to the E-shop and use of the Customer Account are provided and given to third parties "as available"and therefore theCompany does NOT guarantee that the E-shop and the Customer Account will be (a) continuously available or uninterrupted; (b) free from defects, mistakes, incidents, viruses or harmful components; (c) meet the requirements, expectations and specifications of third parties; (d) work with any hardware or software. WITH THE EXCEPTION OF CASES EXPRESSLY STATED IN THESE GTC, THE COMPANY DOES NOT PROVIDE ANY OTHER GUARANTEES IN RELATION TO THE E-SHOP, CUSTOMER ACCOUNT OR OTHER CONDITIONS AND HEREBY EXCLUDES ANY OTHER GUARANTEES THAT ARE EITHER EXPRESS, IMPLIED OR LAWFUL, IN PARTICULAR, BUT NOT EXCLUSIVELY, GUARANTEES REGARDING THE TITLE OF USE, NON-VIOLATION OF RIGHTS AND FULFILLMENT OF OBLIGATIONS, QUALITY, RELIABILITY OR SUITABILITY FOR A PARTICULAR PURPOSE. IF RIGHTS OR REMEDIES UNDER AN ACT ARE MANDATORY, THEY SHALL BE EXERCISED IN ACCORDANCE WITH SUCH ACT, THE PROCEDURES AND LIMITATIONS EXPRESSLY PROVIDED FOR BY THAT ACT.
4. Order and Conclusion of the Agreement
4.1. Offer. The Company publishes information in the E-shop about the offered Goods, their price and costs associated with their sale and delivery. The publication of the offer in the E-shop cannot be considered as a proposal of the Company to conclude the Agreement, as the data provided by the Company in the offer are only indicative and become binding only in case of explicit Order Confirmation by the Company.
4.2. Instructions of the Company. The Company sells the Goods only and exclusively for SCIENTIFIC RESEARCH AND DEVELOPMENT purposes and these Goods cannot be used for any other purpose. The Company expressly warns the Customer that chemical substances (peptides) sold by the Company through the E-shop:
4.2.1. can not be used as a medicinal product, drug or active substance which is a starting material for the manufacture of a medicinal product for human use or a veterinary medicinal product, or as a medical device, or for any diagnostic or therapeutic purpose of any kind,
4.2.2. are not intended and must not be used for human consumption, i.e. they are not food or food supplements, nor is there any reasonable assumption that chemical substances will or could be ingested by humans, as the Company warns the Customer about the restriction,
4.2.3. are not a cosmetic product or substance intended to be used for the manufacture of a cosmetic product, i.e. they are not intended to come into contact with any external partsof the human body(skin, hair systems, nails, lips and external genital organs) or with the teeth and oral cavity; the purpose of use is not to clean the external parts of the human body, teeth and mucous membranes, to perfume them, altering their appearance, protecting them, keeping them in good condition or adjusting body odour,
4.2.4. are not intended and may not be used by athletes or any other person in sport, or used in any other way related to sports activities under generally binding legislation in the field of sport, in particular, but not limited to, may not be transported, transited, kept, offered, sold, provided or given to an athlete or other person in sport,
4.2.5. shall not be used on humans or animals in any other similar way,
4.2.6. are not considered to have anabolic or other hormonal effect specified in Act No. 397/2015 Coll. which, for the purposes of the Criminal Code (Act No. 300/2005 Coll.) establishes a list of substances having an anabolic or other hormonal action and amending certain acts,
4.2.7. even if the positive and negative effects of the Goods (sold chemicals) are described in the E-shop on the website www.particlepeptides.com in the "PRODUCT INFORMATION" section, this in no way means that chemical substances are intended for human consumption or for purposes other than scientific research and development; the Company hereby expressly emphasizes that for chemical substances it is necessary to carry out further studies, researches or analyses and the information provided by the Company serves only and exclusively for this need.
4.3. Customer declarations. When sending an Order, the Customer is obliged to click on the button "I agree with the Buyer's declaration and its unconditional compliance", thereby confirming the Customer´s status as an authorized Customer under these GTC, in particular that:
4.3.1. is a natural person older than 18 years, a natural person - entrepreneur, or a duly established and existing legal entity, who has professional knowledge and experience necessary for handling the Goods and the Customer´s job title or position corresponds to the purpose of scientific research and development, declaring that the Customer will use the Goods only and exclusively for the purpose of scientific research and development and at the same time ensure the fulfilment of all conditions and prerequisites set by generally binding legal regulations for such activities, especially in the field of material and personnel equipment;
4.3.2. is not a consumer and, as a natural person, when concluding and performing the Agreement, acts within the scope of their business, employment or profession. In the event that the Customer, as a natural person, should not act within the scope of their business, employment or profession when concluding and performing the Agreement, and would therefore be considered a consumer, the Customer is obliged to notify the Company of this fact in advance before the binding sending of the Order of Goods. At the same time, the Customer confirms that the Company does not in any way invoke or otherwise motivate the Customer to impersonate an entrepreneur, a person exercising a profession or an employee at the time of concluding and/or performing the Agreement In the event that the Customer misleads the Company regarding their status as a consumer, the Customer acknowledges that the Company will claim that the Customer is not granted consumer status and consumer protection under generally binding legal regulations.
4.3.3. has been duly instructed that the Goods may not be used for any purpose other than that of scientific research and development. The Customer declares that the Customer buys the Goods and will continue to use them only for the purpose of scientific research and development (!). The Customer undertakes that the chemical substances (peptides) sold by the Company:
(a) shall not use as a medicinal product, active substance or active substance which is a starting material for the manufacture of a medicinal product for human use or a veterinary medicinal product, or as a medical device, or for any diagnostic or therapeutic purpose of any kind;
(b) shall not use for human consumption, i.e. as food or food supplement, while ensuring that there is no reasonable assumption that chemical substances will or could be ingested by humans, taking into account the Company's explicit warning thereof;
(c) shall not use as a cosmetic product or as a substance intended to be used for the manufacture of a cosmetic product, since they are not intended to come into contact with any external parts of the human body(skin, hair systems, nails, lips and external genital organs) or with the teeth and mucous membranes of the oral cavity and the purpose of their use shall not be cleaning of external parts of the human body, teeth and mucous membranes, perfuming them, changing their appearance, protecting them, keeping them in good condition or adjusting body odour;
(d) shall not use as an athlete and shall not transport, transit, keep, offer, sell, provide or give substances to an athlete or any other person in sport, or use in any other way related to sports activities under generally binding legislation in the field of sport;
(e) shall not use in any other similar manner on humans or animals;
(f) as well as any information provided by the Company prior to the conclusion as well as during the performance of the Agreement, will be used only and exclusively for scientific research and development purposes and will not disseminate such chemicals and information in any other way other than by presenting that they are to be used for scientific research and development.
4.3.4. acknowledges that there are certain risks associated with the handling, use, export, import and distribution of the Goods. The Customer declares that the Customer has thoroughly acquainted and is fully aware of the relevant legislation of the Slovak Republic, the European Union, as well as the state of delivery of the Goods related to the purchase, import, export, use, handling and distribution of the Goods, health and safety risks associated with the handling of the Goods, industrial hygiene rules necessary for the protection of workers and the obligation to adequately warn third parties about the health and safety risks associated with the Goods. In the event that the Goods cannot be delivered to the requested country on the basis of the relevant legislation of that state, the Customer shall be liable for any damage incurred by the Company in connection with the delivery and return of the Goods. The Company is not obliged to know the relevant laws of the state of delivery regarding the import, export, distribution and handling of the Goods. If the Customer is interested in concluding an Agreement with the Company, the subject matter of which is the delivery of Goods, it is the Customer´s duty to be familiarized with the relevant legislation of the Slovak Republic, the European Union and the state of delivery and the possibility of importing Goods into the requested state and to explicitly notify the Company of any restrictions.
4.3.5. has dully acquainted with the criminal consequences resulting from the unauthorized handling of substances with anabolic or other hormonal effect and is aware of the constituent elements of this offence, in particular that a person who unlawfully manufactures, imports, exports, transports, offers, sells, provides or give to another a substance with anabolic or other hormonal effect under a special regulation (for the territory of the Slovak Republic, it is Act No. 397/2015 Coll. establishing for the purposes of the Criminal Code a list of substances with anabolic or other hormonal effect and amending certainacts) for non-therapeutic purposes indicated by a doctor or who mediates such activity, as well as who illegally possesses such substances in larger quantities, may commit the crime of unauthorized handling of substances with anabolic or other hormonal effect. The Customer declares that in connection with the purchase of the Goods from the Company, the Customer will not commit the crime of unauthorized handling of substances with anabolic or other hormonal effect, or any other crime.
4.3.6. will test, use, import, export, distribute and place on the market the Goods only in accordance with the relevant legislation of the given state, these GTC and experience gained in the field.
4.3.7. the Goods will only be handled by qualified and properly trained persons who will be involved in scientific research and development.
4.4. Company reservations. In accordance with the Customer's declarations, the Company assumes that the Customer is familiar with the characteristics, possibilities of use, conditions of handling and storage of the Goods and with the legislation related thereto. The Company does not provide any advice, consultation, or information to the Customer regarding the properties, possibilities of use, handling conditions and related legislation, except for those published on the E-shop website. The Customer buys, uses, imports, exports, distributes and conducts any other scientific research and development with the Goods at their own risk. The Company shall not be liable for any damage or injury that may arise from improper use of the Goods, negligence, misuse or any other unforeseeable circumstance, regardless of whether the Customer or a third party claims them under the Agreement, liability for damage or any other legal reason. The Company bears no responsibility for any violation of criminal law by the Customer. The Customer declares that the Customer will be liable for any damage incurred by the Company or any third party by handling the Goods, importing them, exporting them, distributing them or otherwise using them in a manner contrary to these GTC. The Company in no way tolerates the misuse of the Goods sold. The Company is entitled to refuse to sell the Goods to a person if the Company has reason to believe that the person does not meet the conditions under these GTC or if the Company has a reason to believe that the Goods will be used in violation of these GTC, relevant legislation or the purpose of the sale. However, the above reservation shall not be interpreted as obliging the Company to ascertain, verify or otherwise inspect the circumstances under which the Customer purchases the Goods supplied by the Company, while the Company states that the Company relies on the truthfulness and completeness of the Customer's statements under this Article of the GTC.
4.5 Order. If the Customer is interested in purchasing the Goods, the offer of which is published in the E-shop, the Customer selects the item of Goods required by him from the offer of Goods, by clicking on the item of Goods in question and the "ADD TO CART" button. The Customer is entitled to continue browsing the offer of Goods and mark other items of Goods that are offered in the E-shop in the same way. After completing the selection of the relevant items of Goods and if the Customer is interested in proceeding to a binding Order of selected items of Goods, the Customer clicks on the button located in the upper right part of the E-shop, marked as "SHOPPING CART" and then the Customer is provided with summary information about the Goods that the Customer is interested in buying. At this stage, the Customer is entitled to remove and add items of Goods or change their quantity. If the Customer has completed the selection of items of the Goods, the Customer shall continue to fill in the Order by logging into the Customer Account and selecting the delivery and billing address, the required shipping method and the method of payment. In this section, the Customer will also click on the button "I agree with the terms and conditions and will adhere to them unconditionally", which will confirm the wording of these GTC and the will to be bound by them, as well as the button "I agree with the buyer's declaration and will adhere to them unconditionally", thereby confirming the truthfulness of the Customer's declarations stated in these GTC (marked in the Order as "DECLARATION OF THE BUYER"). If the Customer has any questions or uncertainties regarding the content of the "BUYER'S STATEMENT", the Customer is entitled to contact the Company at any time before the binding sending of the Order. The Customer's Order is sent to the Company at the moment of clicking on the "Binding order" button. The Customer has the opportunity to check and, if necessary, correct the Order at any time before its binding sending.
4.6. Acceptance and confirmation of the Order. The Company shall send the Customer a confirmation of the creation of the Order to the e-mail address specified in the Order, whereby the Company shall subsequently verify the availability of individual items of the ordered Goods, as well as the Company's ability to properly and timely deliver the Goods to the Customer according to the Order; based on the verification concerned, the Company either confirms the Order (hereinafter referred to as "Order Confirmation") or informs the Customer about the impossibility of delivery of the Goods and terminate the Order. The conclusion of the Agreement, and thus the existence of specific rights and obligations of the Contracting Parties in relation to the relevant Goods, occurs only at the moment of Order Confirmation by the Company.
4.7. Further communication. If necessary, all other information regarding the Order, in particular information on its verification, invoice or other related documentation, will be sent to the Customer's e-mail address.
4.8. Basic obligations of the Customer under the Agreement In particular, the Customer is obliged to: (a) provide in the Order only and exclusively true, complete and correct data and information; (b) take over the Goods properly and in a timely manner, (c) pay the Company the agreed Price at the due date, including the costs of delivery of the Goods, unless the Contracting Parties have agreed otherwise, (e) use the Goods in accordance with these GTC exclusively for scientific research and development purposes, (f) handle the Goods, import, export, distribute and otherwise use the Goods only in accordance with the relevant legislation of the respective state of delivery, by the Agreement and these GTC.
5. Price and Payment Terms
5.1. Price. All prices of the Goods listed in the E-shop are final, and VAT is added to them in accordance with the relevant tax regulations (according to the selected country of delivery of the Goods), while the Price also includes the cost of packaging the Goods. The company is a VAT payer.
5.2. Costs not included in the Price. The Price does not include the costs of delivery of the Goods and payment of the Price, while the amount of these costs (if any) is always displayed to the Customer when filling in the Order, and therefore the Customer is informed about the amount of these costs always before sending the Order. In the event that the conditions of transport or payment change, or the Customer asks for a special conditions of transport or payment of the Price with the consent of the Company, the Customer is responsible for the costs and risks associated with this.
5.3. Price Discount. The granting of any discount on the Price to the Customer is possible only on the basis of a prior express written agreement of the Contracting Parties.
5.4. Right to payment of the Price and its maturity. At the moment of sending the Order, the Customer is obliged to pay the Price of the Goods. The Company shall issue and send an invoice or other tax document to the Customer without undue delay after payment of the Price, electronically to the Customer's e-mail specified in the Order. In the case of personal ordering of the Goods, the confirmation of payment of the Price will be handed over to the Customer personally, or sent to the e-mail address specified by the Customer. If the Customer does not receive an invoice for the delivered Goods by the Company 15 days after its expected delivery, the Customer is obliged to inform the Company thereof. The method of payment of the Price is chosen by the Customer in the Order, from among the methods currently offered in the E-shop, while when paying the Price the Customer follows the instructions of the Company stated in the Order or in related communication. The costs of payment shall be borne entirely by the Customer.
5.5. Delay in payment of the Prizce. In the event of the Customer's delay with payment of the agreed Price or its part, the Company is entitled to require the Customer to pay a contractual penalty of 0.05% per day of the amount due for each day of delay. This is without prejudice to the Company's right to compensation in its full amount in addition to the agreed contractual penalty and the right to withdraw from the Agreement.
5.6. Offsetting payments for partial payments. Payments received from the Customer shall be set off preferentially towards the payment of contractual penalties and statutory interest on late payment, and only subsequently against the principal of the claim, regardless of the different determination by the Customer. If the Customer has several pecuniary obligations to the Company, the payment shall first relate to the obligation whose fulfilment is not secured or is least secured, otherwise the obligation first payable, regardless of a different determination by the Customer.
5.7. Set-off. The Customer is not entitled to unilaterally set off any of their claims against the Company's claim.
5.8. No withholding of payments and interruption of delivery of Goods . The Customer is not entitled to withhold payment of the agreed Price to the Company due to the fact that there is a claim for the Goods delivered by the Company or claims for damages. If the Customer is in arrears with the payment of any claim of the Company, the Company, until all due and unpayable receivables of the Company that the Company has towards the Customer have been fully settled, shall not be obliged to deliver further Goods to the Customer, although a Agreement has been concluded between the Contracting Parties under which the Company is to deliver the Goods to the Customer.
5.9. Costs of delivery of the Goods in the event of impossibility of delivery of the Goods. In the event that the Customer designates an address in a state other than the Slovak Republic as the place of delivery of the Goods, but the Goods cannot be delivered to the requested state on the basis of the relevant legislation of that state, the Customer shall be liable for any damage incurred by the Company in connection with the delivery and return of the Goods. In the case of returning the Goods for the above reasons, the Company shall refund the Price to the Customer after deduction of the costs of delivery and return of the Goods and a contractual penalty of 20% of the Price. In the event that the returned Goods are damaged or devalued, the Company is not obliged to refund the Price or the costs of delivery and return of the Goods to the Customer.
6. Place and Time of Delivery of the Goods
6.1. Place of delivery of the Goods. The place of delivery of the Goods is the registered office of the Customer or another delivery address specified in the Order, or separately agreed between the Contracting Parties. The Company determines all delivery conditions, including transportation, route, as well as the person of the shipper or carrier, unless otherwise specified in the Order, while the Company is also entitled to ensure the delivery of the Goods by its own workers and means of transport. In the event that the Goods are not delivered to the Customer, the Company shall fulfill the obligation to deliver the Goods by allowing the Customer to handle the Goods at the Company's registered office or at another place specified by the Company (e.g. its warehouse).
6.2. Obligations of the Customer upon delivery of the Goods. The Customer is obliged to take over the delivered Goods at the place of delivery and provide the Company with all cooperation required by the Company. The Customer is obliged to check the condition of the delivered Goods, including the quantity, quality, workmanship and packaging of the Goods, upon receipt of the Goods, as later complaints will not be taken into account. From the moment of handing over the Goods for transport to the carrier, the carrier is liable for any damage. For this reason, it is necessary for the Customer or a person authorized by the Customer to check upon receipt of the Goods whether the packaging in which the Goods are packed is damaged. In case of damage, it is necessary to refuse to accept the Goods or take over the Goods and to write a record of the detected defects caused during transport with the carrier directly on the spot. In the event that the Customer takes over the Goods despite obvious damage to the packaging, the Company may not accept any later complaints for this reason. The Customer is obliged to confirm the receipt of the Goods on the delivery note or other confirmation submitted by the Company or the carrier (e.g. handover protocol). If acceptance of the Goods is expressly agreed between the Company and the Customer at the place specified by the Company (e.g. in the Company's warehouse)and therefore the Goods are not sent, the Customer is obliged to take over the Goods without undue delay after delivering the Company's notification to the Customer that the Customer may dispose of the Goods, exclusively at such designated place of the Company and on the basis of the handover protocol confirmed by the Customer. In such a case, the Customer shall bear all costs related to the receipt of the Goods according to this clause of the GTC.
6.3. Delivery time. Unless otherwise agreed in writing between the Contracting Parties, the delivery times notified by the Company (specified e.g. in the Order Confirmation) are provisional and non-binding and the Company is obliged to deliver the Goods within a reasonable time, usually within 10 working days from the date of Order Confirmation and payment of the Price, determined taking into account the nature of the Goods, place of delivery to the Customer, moment of previous delivery of the Goods by its manufacturers or suppliers, as well as other circumstances that are capable of affecting the Company's delivery time. The delivery period begins on the day of Order Confirmation, unless otherwise agreed between the Contracting Parties. The delivery period does not run for the period during which the Customer breaches the Customer´s obligations and/or does not provide the Company with the cooperation requested by the Company. The Company is entitled to deliver the Goods at any time during the delivery period, while the Customer is obliged to accept such performance and is not entitled to refuse it. The Company is also entitled to provide the Customer with performance in parts, while the Customer is obliged to accept such partial performance.
6.4. Exclusion of delay in the delivery of the Goods. The Company is not in delay with the delivery of the Goods if the delivery time has not been observed by the Company due to (a) an event caused by force majeure or (b) a circumstance resulting in the fact that timely performance cannot be reasonably required from the Company (in particular due to sold out, unavailability of the Goods, withdrawal of the Goods from sale by the manufacturer or a state institution) or (c) any other circumstance arising through no intentional fault of the Company. If performance becomes impossible or difficult under these circumstances, or the purpose of the Agreement is defeated, the obligation of the Company to provide performance under the Agreement expires, without any counterclaim of the Customer; for the avoidance of any doubt, the Contracting Parties agree to exclude the application of Section 357 of the Commercial Code. However, in such a case, the Company is obliged to refund to the Customer the Price already paid for the undelivered Goods within a reasonable period of time in the same way as the Customer used for payment, or in another appropriate form, such as bank transfer.
6.5. Storage of Goods and other claims of the Company. In the event of a delay in the delivery of the Goods for which the Company is not responsible according to clause 6.3 and 6.4 of the GTC, the Company is entitled to store the Goods at the expense of the Customer and the Company is further entitled to dispose of them at its own discretion, in which case the Customer is obliged to pay the Company all fees and expenses associated with it, including the costs of storage, repacking, return shipment, etc. If the Goods are not taken over even upon additional request of the Company, the Company is entitled to sell the Goods or dispose of them in any other way at its own discretion at the expense of the Customer; this does not affect the Customer's obligation to pay the Price for the Goods or the Company's right to assert its other claims arising therefrom.
6.6. Authority to terminate delivery of Goods. If the Company has reason to believe that the Customer is unable to fulfill its obligations to the Company, the Company is entitled to terminate the delivery of the Goods.
7. Title and Risk of Damage
7.1. Transfer of title. The delivered Goods are the exclusive property of the Company until the following conditions are cumulatively met: (a) full payment of the agreed Price in its full amount and (b) proper acceptance of the Goods by the Customer.
7.2. Transfer of risk of damage. The risk of damage and/or accidental destruction of the Goods, unless agreed or arising otherwise from these GTC, passes to the Customer upon its delivery to the Customer. According to this clause of the GTC, delivery to the Customer is considered not only the actual handing over of the Goods to the Customer, but also the enabling to handle the Goods or handing over the Goods for transport to the first carrier or the delivery of the Goods to the Customer in another way. If the Customer is delayed by not taking over the Goods or by failing to provide the cooperation necessary for the Company to fulfill its obligation, the Company shall be entitled to claim compensation from the Customer for the damage incurred, while the risk of damage to the Goods shall pass to the Customer for the period of such delay, even if the goods have not been really handed over to the Customer.
8. Compensation
8.1. Liability of the Company for damage. Since it is not reasonable to assume that the Customer's breach of obligations by the Company could incur damage greater than the Price of the Goods that the Customer has already paid to the Company up to the time of the damage, the Company is obliged to compensate the Customer for damage caused by culpable breach of obligations on their part up to the amount of the Price that the Customer has already paid as the agreed Price for the delivery of the Goods up to the time of the damage to the Company.
8.2. Customer's liability for damage. The Customer is liable for any damage to the property of the Company as a result of breach of the Customer´s obligations in its full amount, even in the existence of circumstances excluding liability. The Customer is obliged to compensate the Company for the damage immediately after the Company has requested the Customer to fulfill this obligation in writing.
9. Claims for Defects in the Goods
9.1. Liability for defects. The Company is responsible for defects in the delivered Goods that existed at the time of their handover to the Customer. The Company is not responsible for defects that the Customer knew about at the time of handing over the Goods or, taking into account all the circumstances, should and could have known. The Company is also not liable for defects caused by: (a) mechanical damage to the Goods, (b) use or storage of the Goods contrary to the terms of use, (c) use of the Goods in conditions that do not correspond to their temperature, humidity, chemical and mechanical impact of the environment, (d) improper handling or neglect of care for the Goods, or their excessive usage, (e) natural elements or other force majeure, (f) use of the Goods for other purposes, than the purpose of scientific research and development, (g) breach of the Customer's obligations under the Agreement
9.2. Detection and exercise of responsibility for Defects. When taking over the Goods from the Company, the Customer is obliged to properly inspect them and point out in writing the found defects of the delivered Goods no later than 2 working days from the day when the Customer should have discovered the defect by exercising professional care during inspection(applies to obvious defects and quantity defects), but no later than 1 month from the moment of delivery of the Goods (applies to hidden defects). If the Goods were handed over on the basis of the handover protocol, the Customer is entitled to claim defects that can be detected during the inspection of the Goods, at the latest in this handover protocol, while the later application of such defects is excluded. In the event that the Customer fails to fulfill these obligations properly and in a timely manner, the delivery of the Goods by the Company shall be deemed to have been proper and executed in a timely manner and any claims of the Customer from defects shall lapse. Also, if the Customer is in delay in providing any cooperation necessary to carry out the delivery of the Goods or unreasonably refuses to accept the performance duly offered by the Company or its part, the Company is entitled to unilaterally sign the delivery confirmation, whereby the delivery of the Goods is deemed to have been taken over by the Customer and the Goods are deemed to have been delivered without any defects.
9.3. Method of claiming a defect. The Customer is obliged to complain about the defect in writing, either in paper form to the following address: PARTICLE s. r. o., Kolonáda 4490/18, 984 01 Lučenec or by e-mail to info@particlepeptides.com. For this purpose, the Customer may use the Company's prepared complaint protocol available at this link:
https://particlepeptides.com/img/cms/Complaints/Complaints-form-1-pp.pdf .
9.4. Return of the Goods. The Customer is not entitled to send the Goods back to the Company without express prior instruction from the Company. Re-delivery the Goods would, due to their specific nature, depreciate and be damaged. In the event that the Customer sends the Goods back to the Company without having agreed in advance with the Company on the procedure for handling the complaint and without asking the Company to send the Goods in advance, the Customer shall be liable for the damage incurred by the Company.
9.5. Method of remedy of a defect. In the event that the Goods have a defect, the Company is obliged to remedy the defect in a manner at the Company´s discretion, in particular, but not limited to, by supplying replacement Goods or by delivering missing Goods or by providing a discount on the Price. The Company is obliged to remedy the defect in one of the ways within a reasonable period specified by the Company for this purpose and notified to the Customer. In the event that the defect is not remedied properly and timely by the Company and the Agreement is violated in a substantial way, the Customer is entitled to withdraw from the Agreement or request a discount on the Price, while the Customer is obliged to notify the Company of the exercise of such claim no later than 3 working days from its occurrence, otherwise it expires. If the defect is not remedied properly and in a timely manner and the Agreement is violated in non-material way, the Customer is entitled to request only a discount on the Price, while the Customer is obliged to notify the Company of the exercise of such a claim no later than 3 working days from its occurrence, otherwise it expires.
9.6. Costs. In the event that the Customer notifies the Company of a defect for which, in the opinion of the Customer, the Company is responsible, and the Customer does not find the defect in question, the Customer is obliged to reimburse the Company for all work performed related to the complaint, as well as all expenses and costs related thereto.
9.7. Cooperation. If the Customer asserts the Customer´s claims from defects in the Goods,but does not allow the Company to inspect the claimed defect without undue delay and/or dispose of the claimed Goods in order to find and verify the defects complained of, the Customer's claims from liability for defects shall expire.
10. Limitations of Liability
10.1. THE COMPANY SHALL NOT BE LIABLE FOR ACTUAL DAMAGE, LOST PROFITS, INJURY, LOSS OR DAMAGE, INACCURACY OF ANY INFORMATION AND DATA, COSTS INCURRED IN REPLACEMENT GOODS, OR ANY DIRECT, INDIRECT, EXPRESS OR UNEXPRESS DAMAGES OR ANY OTHER LIABILITY CLAIMS (INCLUDING NEGLIGENCE OR STRICT LIABILITY), EVEN IF THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED; POSSIBLY PREDICTABLE.
10.2. THE LIMITATIONS AND EXCLUSIONS OF COMPANY LIABILITY ARE INDEPENDENT OF ANY AGREEMENTS AND SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. LIMITATIONS AND EXCLUSIONS OF THE COMPANY'S LIABILITY THAT ARE NOT IN ACCORDANCE WITH THE LAW SHALL BE DEEMED TO PROVIDE THE COMPANY WITH WARRANTIES AND LIABILITIES TO THE MINIMUM EXTENT PERMITTED BY LAW. IF A RIGHT OR COMPENSATION IS MANDATORY UNDER AN ACT, IT SHALL BE EXERCISED IN ACCORDANCE WITH THAT ACT, THE PROCEDURES AND LIMITATIONS EXPRESSLY PROVIDED FOR BY THAT ACT.
10.3. Time limit for exercising rights and claims. If the statutory mandatory regulation does not provide for a longer period, any claim of the Customer may be asserted against the Company only within 1 year from the date of its occurrence, otherwise the Customer's claim expires; shorter periods under these GTC and/or relevant generally binding legal regulations are not affected.
11. Confidentiality
11.1. Confidentiality. The Customer is obliged to maintain the confidentiality of the Company's Confidential Information and not to disclose or use such Confidential Information.
11.2. Disclosure. Clause 11.1 of these GTC is without prejudice to the disclosure or other use of information if (a) disclosure or other use of information is required by law, public or judicial authority, or is necessary for the performance of the Agreement; (b) information is provided to professional advisers on a need-to-know basis and subject to an undertaking by such professional advisers to comply with the provisions of this Article of the GTC; (c) the Company has given prior written consent to the disclosure or other use of the information. In any dispute regarding the application of these exceptions, the burden of proof shall be on the Customer, and such evidence shall be clear and convincing.
11.3. Duration. The Customer is obliged to maintain confidentiality under this Article of the GTC for a period of 5 years, but provided that it results from the nature of individual Confidential Information (in particular, but not exclusively, trade secrets, protection of personal data within the meaning of the GDPR), the Customer is obliged to maintain the confidentiality of such Confidential Information for longer.
12. Privacy Policy
The Company hereby confirms that the Company processes the personal data of data subjects in accordance with the General Regulation of the European Parliament and of the Council (EU) 2016/679 on the protection of personal data (hereinafter referred to as " GDPR") and Act no. 18/2018 Coll. on the protection of personal data and on amendments to certain acts. More information on personal data protection is published on the E-shop at the URL: https://particlepeptides.com/sk/content/6-private-policy .
13. Duration of the Agreement
13.1. Existence of the Agreement. The Agreement shall enter into force and effect on the day of its conclusion by the Contracting Parties in accordance with Article 4 of the GTC.
13.2. Termination of the Agreement The contracting Parties agree that the Agreement terminates: (a) upon withdrawal from this Agreement by any Contracting Party for reasons specified in these GTC or relevant generally binding legal regulations; (b) by agreement of the Contracting Parties; (c) in any other way stipulated in these GTC and/or generally binding legal regulations.
13.3. Withdrawal of the Company from the Agreement. The Company is entitled to withdraw from the Agreement in particular: (a) in the event of non-payment of the Price by the Customer within its due date, (b) in the event of another material breach of the Customer's obligation, (c) in the event that the Customer breaches any of its obligations in an non-material manner and the remedy is not made within the additional period provided to the Customer by the Company, (d) in the event that it is proved that any declaration or information provided by the Customer, are incorrect, false or incomplete.
13.4. Customer's withdrawal from the Agreement. The Customer is entitled to withdraw from the Agreement only if the Company, due to the Company´s culpable action, is in delay with the delivery of the Goods by more than 30 calendar days, while the Customer is obliged to provide the Company with an additional period for performance of at least 7 calendar days from the date of its delivery to the Company before withdrawing from the Agreement for the above reason.
13.5. In the event of termination of the Agreement, the Customer is obliged, if the Goods have already been delivered to the Customer, to return the Goods to the Company no later than 14 days from the date of termination of the Agreement, in the manner and to the address specified by the Company. This does not apply if the Company proposes to collect the Goods in person or through a person authorized by it. The Company reserves the right not to accept the Goods sent by the Customer by cash on delivery. The period referred to in the first sentence shall be deemed to have been maintained even if the Goods were handed over for transport no later than the last day of the period. The Customer is responsible for any reduction in the value of the Goods as a result of handling these Goods. The Company shall without undue delay, no later than 30 days from the date of termination of the Agreement and return of the Goods, return to the Customer the Price paid by the Customer, or its part after deduction of the Company's claims arising from the Agreement, unless otherwise specified in these GTC or generally binding legal regulations. The Contracting Parties may agree that instead of returning the Price, the Company will exchange the returned Goods for other Goods from the offer of the corresponding value.
13.6. Continuing Provisions. All provisions, the nature of which permits this, shall be maintained even after termination of the Agreement (e.g. on confidentiality, applicable law, liability for damages, etc.).).
14. Common and Final Provisions
14.1. Assignment of claims and transfer of rights and obligations . The Company is entitled to fully assign the receivables and transfer the rights and obligations of the Agreement to a third party, especially the Company´s affiliated parties, with which the Customer expressly agrees. The Customer is not entitled to assign receivables and transfer rights and obligations under the Agreement to a third party without the prior written consent of the Company.
14.2. Force majeure. The Company is not responsible for breaches of its obligations and duties caused by force majeure. For the purposes of these GTC, force majeure means a circumstance that occurred independently of the will of the Contracting Parties, is unpredictable, invincible and unavoidable, in particular a flood, fire, earthquake or other natural event or disaster, extraordinary situation, riots, insurrection, strike, invasion, war, state of emergency, terrorism, epidemic/pandemic or outbreak of a contagious disease (e.g. COVID-19 caused by the SARS-CoV-2coronavirus), change of legislation, including the adoption of new legislation, or generally binding measures issued by public authorities, including quarantine measures, embargo, export or import restrictions or other prohibitions and orders, power failure, limitation or cessation of supplies of suppliers of the Company, etc.
14.3. Delivery. Unless otherwise expressly implied by the relevant provisions of generally binding legal regulations or these GTC, the Contracting Parties shall deliver the documents in person, by e-mail, through the Customer Account in the E-shop, by post or in another appropriate way (e.g. by courier), and these shall be deemed to have been delivered at the moment when they entered the sphere of disposition of the other Contracting Party. For the avoidance of doubt, a document enters the sphere of disposition of the other Contracting Party even if: (a) it has not been received by the other Contracting Party because it has not been found at the address of service, in which case the document shall be deemed to have been served on the second day after the document was served at the usual place of service; (b) the document could not be served by post to the addressee's addressee, in which case the document is deemed to have been served on the day on which the document was returned to the sender as undeliverable (e.g. with the remark "addressee unknown"); (c) service is not successful due to any other obstacle not caused by the sending Contracting Party, in which case the document shall be deemed to have been served on the day on which the sending Contracting Party became aware of the obstacle after attempting service; (d) the Contracting Party to whom the document is served refuses to accept the document, and the consequences otherwise related to service occur on the day on which acceptance of the document is refused; (e) it is electronic service, whereby the document is deemed to have been served on the second day after it was sent to the e-mail address of the Contracting Party. In the event of a change of address or any other contact information, the respective Contracting Party is obliged to notify the other Contracting Party in writing and without undue delay of this change.
14.4. Signing electronically. The Contracting Parties expressly agree that any documents relating to the formation, amendment and termination of the Agreement may be drawn up in the form of an electronic document using an electronic signature pursuant to Regulation (EU) No 910/2014 of the European Parliament and of the Council on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (hereinafter referred to as "eIDAS""). For the avoidance of any doubt, it is also possible to use any technological solution and tool enabling the creation of such an electronic signature ( e.g. Acrobat Sign, DocuSign, QSign, etc.) to sign an electronic document.
14.5. Feedback and offer. The Customer shall provide the Company with suggestions or feedback about the E-shop or Goods, if requested by the Company, and the Company may use and modify this feedback for any purpose, including the development and improvement of the E-shop or the range of Goods, without any liability, limitation or obligation to pay the Customer. The Company is entitled to address Customers and inform them about the E-shop, Goods, promotions, discounts and other products of the Company, as well as any of its other conduct and activities (with which the Customer agrees), while the Company is entitled to conduct such communication in any manner, including emails and automated telephone calls, such communications to the Company will not be consideredspam, advertising or commercial statement.
14.6. Recommendations. The Customer hereby grants the Company the right to list the Customer as a contracting party to the Company in advertising and marketing materials, in particular on the E-shop, other website of the Company and/or the Company´s affiliated party, in presentations intended for potential customers or partners and in other promotional materials of the Company and/or its related party.
14.7. Extension of the limitation period. In accordance with Section 401 of the Commercial Code, the Customer declares that the Company extends the limitation period in relation to all rights and claims that the Company has against the Customer for a period of 10 years from the time it first began to run.
14.8. Applicable law. The mutual relations of the Contracting Parties are governed by the law of the Slovak Republic, whereby the Contracting Parties hereby exclude the application of any conflict of laws rules that would determine as the applicable law a law other than the law of the Slovak Republic.
14.9. Jurisdiction of the courts. All disputes arising between the Contracting Parties shall be finally settled by the competent court of the Slovak Republic.
14.10. Severability. In the event that any provision of the GTC becomes invalid and/or ineffective, such invalidity and/or ineffectiveness shall have no effect on the validity and/or effectiveness of the remaining provisions, unless otherwise provided by applicable law. The Contracting Parties agree to replace the invalid and/or ineffective provisions of the GTC with a new provision that corresponds most closely to the original provision in its meaning and nature.
14.11. Reservation of waiver. If either Contracting Party overlooks or forgives any default, breach, delay or failure to perform any obligation under the Agreement, then such conduct shall not constitute a waiver of such obligation with respect to its ongoing or subsequent default, breach or non-performance, and no such waiver shall be deemed effective unless expressed in writing on a case-by-case basis.
14.12. Authorized Content. Information, text, video, audio, video-audio recordings and other Content related to the E-shop belong to the Company or the Company´s affiliated parties and suppliers, and they are entitled to exercise intellectual property rights, property rights or provide consent to their use. The Customer is entitled to use the Content in question only for their own, non-commercial purposes (internal operations). Any other use, especially its further distribution, copying, publication and provision to a third party or mining without the consent of the Company, is prohibited.
14.13. Supervisory authorities. In accordance with Section 23 of Act no. 67/2010 Coll. on the conditions for placing chemical substances and chemical mixtures on the market and on amendments and supplements to certain acts, as amended, the supervisory authorities are: (a) Slovak Trade Inspection and inspectorates of the Slovak Trade Inspection, (b) Public Health Authority, regional public health authorities and the Regional Public Health Authority with seat in Banská Bystrica, (c) Slovak Environmental Inspection and Inspectorates, (d) National Labour Inspectorate and Labour Inspectorates, (e) Main Mining Office and District Mining Offices, (f) Customs Offices, (g) Ministry of Defence of the Slovak Republic.
Version updated on: 1.10.2023