General Terms and Conditions of Sales and Services
1. Scope of Application
1.1 These General Terms and Conditions (“Terms”) govern all quotations, offers, sales, deliveries of goods, and performance of services (including research and development, custom synthesis and analytical work) provided by FAVON Ltd., a company incorporated under the laws of Hungary, having its registered seat at [insert address], tax number [insert], (“FAVON” or the “Supplier”), to any business entity or organization (“Customer”).
1.2 These Terms apply to all business relationships between FAVON and the Customer, unless superseded by a duly executed Master Service Agreement (MSA) or specific written contract between the Parties. Deviations from these Terms, amendments or waivers shall be binding only if expressly agreed in writing and signed by authorized representatives of both Parties.
1.3 Any general terms or conditions of purchase or other conflicting provisions issued by the Customer are hereby expressly excluded and shall not apply, even if referenced in a purchase order or other document, unless explicitly accepted in writing by FAVON.
1.4 These Terms shall also apply to future transactions between the Parties, even if not explicitly restated in subsequent contracts.
2. Quotations and Contract Formation
2.1 Quotations issued by FAVON are non-binding unless expressly stated otherwise. Each quotation is valid for thirty (30) calendar days from its date of issue, unless a different validity period is specified.
2.2 A binding contract (“Contract”) shall be deemed concluded only upon FAVON’s written confirmation of the Customer’s order (including by email) or upon delivery / performance by FAVON.
2.3 All descriptions, specifications, and samples provided by FAVON are indicative only and do not constitute warranties or representations unless expressly stated as such in writing.
2.4 FAVON retains all rights of ownership and intellectual property over any quotation, offer, drawing, technical documentation or data sheet. The Customer shall not disclose or reproduce them without FAVON’s prior written consent.
3. Prices and Payment Terms
3.1 Prices are specified in FAVON’s quotation or order confirmation and are exclusive of value-added tax (VAT), customs duties, fees or other taxes imposed by law. Such charges shall be borne by the Customer.
3.2 Trade Terms. Delivery and pricing shall be interpreted in accordance with the trade terms (Incoterms) agreed in the Contract. Unless otherwise specified, prices are based on EXW FAVON’s facility in Budapest, and trade terms shall be interpreted according to the most current version of the Incoterms published by the International Chamber of Commerce in force on the date the Contract is concluded.
3.3 Invoices are payable within thirty (30) days from the date of invoice, net and without deduction, in the currency specified in the invoice.
3.4 All quotations are valid for thirty (30) calendar days from their date of issue, unless otherwise specified. FAVON may adjust prices thereafter to reflect raw-material or energy-cost fluctuations. For long-lead-time or high-value contracts, FAVON reserves the right to require full or partial prepayment or milestone-based payments prior to manufacture or shipment. Prepayments shall be deducted from the final invoice and become non-refundable once FAVON has initiated procurement of raw materials or incurred other non-recoverable costs related to the order.
3.5 Once the Customer has placed an order and it has been accepted by FAVON, the Customer may not cancel, postpone or modify it without FAVON’s prior written consent. If FAVON agrees to a change or cancellation, the Customer shall reimburse all costs already incurred, including raw materials, labour, administrative time and other non-recoverable expenses.
3.6 In the event of delayed payment, FAVON may charge default interest as provided by Hungarian Act V of 2013 and Government Decree 301/2016 and may suspend further deliveries or services until full payment is received.
3.7 The Customer may not withhold or offset payments against counterclaims unless such claims are undisputed or recognised by final court decision.
4. Delivery and Risk Transfer
4.1 Delivery shall be effected as agreed in the Contract. Trade terms shall be interpreted in accordance with the most current version of the Incoterms published by the International Chamber of Commerce in force on the date the Contract is concluded.
4.2 Unless otherwise specified in the Contract, delivery shall be made EXW FAVON’s facility in Budapest. Where another Incoterm is expressly agreed in writing, delivery obligations, transfer of risk, and allocation of transport, insurance, and customs responsibilities shall be determined by that Incoterm. In all cases, risk of loss or damage passes to the Customer at the point defined by the agreed Incoterm, namely:
- for EXW or FCA, upon handover to the carrier at FAVON’s premises;
- for CPT, CIP, DAP or DDP, upon physical delivery at the named destination.
4.3 Partial deliveries are permitted and may be invoiced separately.
4.4 Delays or impediments caused by Force Majeure or other events beyond FAVON’s reasonable control shall not constitute a breach of contract.
4.5 If the Customer fails to take delivery or otherwise causes delay, the goods shall be deemed delivered at the agreed delivery point, and FAVON may store them at the Customer’s expense and risk.
5. Retention of Title
5.1 Ownership of goods delivered shall remain with FAVON until full payment of all invoices, including interest and charges, has been received.
5.2 The Customer shall handle goods under retention of title with due care, insure them at full replacement value, and not pledge or transfer them without FAVON’s written consent.
6. Inspection and Claims
6.1 The Customer shall visually inspect all shipments immediately upon receipt and verify integrity of packaging, labeling, and quantities. Any visible damage, leakage, tampering, or quantity discrepancy must be notified to FAVON in writing within three (3) business days from receipt of the Products. Failure to provide notice within this period constitutes acceptance of the delivery as complete and free from visible defects.
6.2 The Customer shall ensure that the Products are stored strictly in accordance with the storage conditions indicated on the Certificate of Analysis (COA) or packaging. The Customer shall test the Products within thirty (30) days after delivery to verify conformity with the agreed specifications. Any latent or hidden defect discovered during such testing must be reported to FAVON immediately upon discovery and in any case no later than thirty (30) days from delivery.
6.3 Claims submitted after the deadlines above, or relating to Products not stored or handled in accordance with the specified conditions, shall be excluded. In such cases, the Products shall be deemed unconditionally accepted and compliant.
6.4 The Customer shall provide FAVON with reasonable evidence, analytical data, and samples supporting any claim. Claims shall not entitle the Customer to withhold or defer payment of any invoice.
7. Warranties and Limitations
7.1 FAVON warrants solely that the Products conform to the agreed specifications as stated in the Certificate of Analysis (COA) or the Contract and are free from material defects resulting from FAVON’s manufacture or packaging at the time risk passes to the Customer under the applicable Incoterms. Where delivery is made on DDP terms, this warranty applies at the moment of physical delivery at the agreed destination, provided that transport and storage conditions during shipment were arranged or approved by FAVON.
7.2 The Customer shall inspect the Products immediately upon receipt to verify quantities, packaging integrity, labelling, and any visible damage or leakage.Defects or irregularities that can be discovered during routine inspection must be notified to FAVON in writing without undue delay, but no later than five (5) business days from receipt of the Products. The Customer shall also ensure that the Products are stored in accordance with the storage conditions stated on the label or COA (temperature, humidity, protection from light or air, etc.) and shall test the Products within thirty (30) days after delivery to confirm conformity with the agreed specifications. Any latent or hidden defects that could not reasonably be detected during routine inspection must be reported to FAVON in writing without undue delay, but no later than thirty (30) days after delivery.
7.3 Every notice of defect must precisely describe the nature and extent of the defect, include relevant analytical data or other supporting evidence, and reference the batch number and delivery date.
7.4 FAVON’s warranty does not extend to any loss, degradation, or non-conformity arising after risk transfer, including improper storage, repackaging, contamination, or use beyond the recommended shelf life or outside the specified temperature or humidity ranges. Claims submitted after the deadlines above, or concerning Products not stored or handled in accordance with the specified conditions, are excluded. If no written complaint is received by FAVON within thirty (30) days from delivery, the Products shall be deemed fully accepted and compliant.
7.5 For valid and timely claims, FAVON’s sole obligation shall be, at its discretion:
- replacement of the defective Product with conforming material, or
- refund of the invoiced price for the affected batch.
7.6 Except for the limited warranty set out above, FAVON gives no other warranties, express or implied, including merchantability or fitness for a particular purpose. The Customer bears full responsibility for verifying the suitability of the Product for its intended application.
7.7 The existence of a claim shall not entitle the Customer to withhold, offset, or delay payment of any invoice.
8. Intellectual Property
8.1 All inventions, processes, methodologies, know-how, data, and results developed by FAVON in the course of performance shall remain the exclusive property of FAVON, unless expressly transferred in a duly executed written agreement.
8.2 Nothing in these Terms shall be construed as transferring or licensing FAVON’s background intellectual property, proprietary technologies, formulations, or manufacturing know-how. Any results or deliverables supplied to the Customer do not grant any right to reproduce, reverse-engineer, or transfer such methods.
8.3 Where results or data are created specifically for the Customer under a service order and fully paid for, the Customer shall acquire a non-exclusive, non-transferable license to use such results solely for its internal business or R&D purposes.
8.4 Joint Developments. If any joint development arises, ownership shall, in the absence of a separate R&D agreement, vest in FAVON, and the Customer shall execute any documents necessary to confirm such ownership.
8.5 The Customer shall not reverse-engineer, reproduce, disclose or sublicense FAVON’s materials or processes without written consent.
9. Confidentiality
9.1 Both Parties undertake to treat as confidential all non-public technical, commercial, or scientific information disclosed before, during or after their relationship.
9.2 The confidentiality obligation remains in force for ten (10) years after termination or expiration, regardless of the reason for termination.
9.3 Injunctive Relief. The Parties acknowledge that unauthorized disclosure may cause irreparable harm; FAVON is entitled to seek injunctive or equitable relief under Hungarian Civil Code § 6:519 in addition to other remedies.
9.4 Disclosure is permitted only where required by law or authority, provided that the disclosing Party promptly informs the other.
9.5 Confidentiality obligations may be further detailed or amended in a separate NDA or MSA.
10. Liability and Indemnification
10.1 To the fullest extent permitted by law, FAVON shall not be liable for any indirect, incidental, consequential or punitive damages, including loss of profits, loss of production, loss of anticipated savings or reputational damage, whether arising from contract, tort or otherwise.
10.2 FAVON’s aggregate liability under any Contract shall not exceed the total amount invoiced for the specific goods or services giving rise to the claim.
10.3 Nothing herein excludes or limits either Party’s liability for (a) death or personal injury caused by the Party’s negligence, or (b) liability caused by fraud, wilful misconduct, or gross negligence as determined by a competent court of law.
10.4 The Customer shall indemnify and hold harmless FAVON, its directors, officers, and employees against any and all claims, damages, liabilities, and costs (including reasonable legal fees) arising from:
- the Customer’s misuse or unauthorized application of FAVON’s products or services;
- the Customer’s breach of Section 8.4 (Customer Warranties and Indemnification); and
- any regulatory compliance failure (e.g., FDA, EMA) related to the Customer’s subsequent use, clinical testing, or commercialization of the Products.
10.5 FAVON may immediately terminate any Contract upon written notice if the Customer fails to pay any amount when due, materially breaches the Contract, or becomes insolvent, enters liquidation, or is subject to any insolvency or similar proceedings.
11. Force Majeure
11.1 None of the Parties shall be liable for any failure or delay in performing their obligations under the Contract if and to the extent that such failure or delay is caused by circumstances beyond their reasonable control (“Force Majeure Event”). Force Majeure Events include, but are not limited to, acts of God, fire, flood, earthquake, explosion, natural disasters, epidemic or pandemic, war, civil unrest, terrorism, embargoes, government acts or regulations, sanctions, strikes or other labour disturbances, lockouts, transport interruptions, power failures, or shortages of raw materials, energy, or essential utilities.
11.2 Delays or inability to achieve a particular technical result due to the inherent uncertainty of experimental or development work shall not constitute a breach of contract.
11.3 The affected Party shall notify the other Party in writing without undue delay of the occurrence of a Force Majeure Event, providing reasonable particulars of the event, its expected duration, and its anticipated impact on contractual performance. Failure to provide timely notice shall not automatically forfeit Force Majeure protection but may limit the duration of suspension to the period after notification.
11.4 The affected obligations shall be suspended for the duration of the Force Majeure Event, and all relevant timelines and delivery dates shall be extended accordingly. The affected Party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as reasonably practicable.
11.5 If a Party’s performance is prevented or substantially hindered by a Force Majeure Event for a continuous period exceeding sixty (60) days, the Parties shall consult in good faith to determine appropriate measures to mitigate the impact and to agree on the continuation or adaptation of the Contract.
11.6 If the Force Majeure Event continues beyond an additional fifteen (15) days after such consultation (i.e. seventy-five (75) days in total) without a mutually acceptable solution, either Party may terminate the affected order or the Contract upon written notice, without liability for such termination except for payment obligations accrued before the Force Majeure Event.
11.7 In no event shall Force Majeure excuse or delay the Customer’s obligation to pay invoices for goods or services already delivered or performed.
12. Compliance and Export Control
12.1 Where the Customer supplies any starting materials, intermediates, or proprietary compounds (“Customer Materials”) to FAVON:
- Warranties: The Customer warrants that the Customer Materials are free of defects and are accompanied by all necessary documentation, including a current Safety Data Sheet (SDS), analytical data, and any specific handling or storage instructions.
- Quality: The Customer acknowledges that the quality, purity, and stability of the Customer Materials are the sole responsibility of the Customer, and FAVON’s warranty obligations for the final product are expressly conditioned upon the suitability of the Customer Materials.
- Disposal: The Customer shall be responsible for and bear the full cost of the legal and safe disposal of any unconsumed Customer Materials, residual wastes, or by-products generated by their use, unless a separate written agreement on disposal is executed.
12.2 The Customer shall comply with all applicable laws including REACH, CLP, environmental and safety legislation.
12.3 Products are for industrial, laboratory or research use only and shall not be used for human or animal consumption unless agreed in writing.
12.4 Export Control and End-Use. The Customer shall not use, export, re-export, sell or transfer any FAVON product for military, weapons or dual-use purposes restricted under Council Regulation (EU) 2021/821 or other export-control laws. FAVON may require end-use certification and may withhold delivery if information is incomplete or unsatisfactory. The Customer shall indemnify FAVON against any loss arising from breach of this clause.
13. Data Protection
13.1 FAVON processes personal data in compliance with its Privacy Policy, which forms an integral part of these Terms.
14. Governing Law and Jurisdiction
14.1 These Terms and all Contracts shall be governed by the laws of Hungary, without regard to conflict-of- law rules.
14.2 Jurisdiction and Arbitration. The exclusive place of jurisdiction is the competent courts of Budapest, Hungary. However, at FAVON’s sole discretion, any dispute of an international nature may alternatively be submitted to arbitration under the Rules of the International Chamber of Commerce (ICC), with the seat in Vienna, Austria, and proceedings in English.
14.3 The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
15. Priority and Waivers
15.1 In case of conflict between these Terms and any specific written agreement or MSA, the following order of precedence applies: (1) MSA or signed agreement; (2) these Terms.
15.2 Any waiver or deviation is valid only if expressly stated in the MSA or in a written addendum signed by both Parties.
15.3 Failure by FAVON to enforce any provision shall not constitute a waiver of future rights.
15.4 Commission and Agency Disclaimer. No person or entity shall be entitled to any commission, brokerage, or finder’s fee in connection with a sale or service unless expressly agreed in a separate written Agent Agreement executed by FAVON.
16. Severability and Final Provisions
16.1 If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force.
16.2 These Terms constitute the entire agreement between the Parties concerning the subject matter and supersede all prior representations or understandings.
16.3 These Terms are drafted in English, which shall be the governing and legally binding language.