Terms of Service

IB products s.r.o. E-shop: molequa.com Effective: from the launch of the e-shop Version: 1.0

⚠️ IMPORTANT NOTICE

THE E-SHOP IS INTENDED EXCLUSIVELY FOR PERSONS WHO, IN ENTERING INTO AND PERFORMING THE AGREEMENT, DO NOT ACT AS CONSUMERS. All relationships between the Company and the Customers are deemed to be commercial-law relationships governed by Act No. 513/1991 Coll. Commercial Code.

THE GOODS OFFERED IN THE E-SHOP ARE INTENDED EXCLUSIVELY FOR SCIENTIFIC RESEARCH AND DEVELOPMENT. The Goods ARE NOT A MEDICINAL PRODUCT, FOOD SUPPLEMENT, FOOD, COSMETIC PRODUCT OR MEDICAL DEVICE, and may not be used for human or animal consumption, or for diagnostic, therapeutic or sporting purposes.

1. Applicability of the GTC

1.1. Subject matter. These General Terms and Conditions (hereinafter referred to as the “GTC”) apply to all supplies of Goods by the Company exclusively for the purposes of scientific research and development, as well as to all other related contractual relationships between the Company and the Customers (in particular the creation and maintenance of the Customer Account, pre-contractual relations and advisory matters). The Customer is also entitled to collect the Goods in person at the Company’s registered office, subject to prior arrangement; the provisions of the GTC shall apply mutatis mutandis to such collection.

1.2. Binding nature of the GTC. These GTC form an integral part of the Customer’s Orders placed in the E-shop and apply in full unless otherwise agreed in writing in an individual Order. In the event of any conflict between the GTC and the conditions separately agreed in an Order, the arrangements contained in the Order shall prevail, but only to the extent of such deviating arrangement. No general terms and conditions of the Customer shall apply to the mutual relations between the Contracting Parties, even where the Company provides performance to the Customer without reservation.

1.3. Amendments to the GTC. The GTC are published in the E-shop in a manner enabling their archiving and reproduction. The Company is entitled to unilaterally amend or supplement the GTC, with the amendment taking effect upon publication in the E-shop (or notice in the Customer Account) stating the effective date. If the Customer does not agree with the amended GTC, it is obliged to notify the Company in writing of this fact by e-mail to info@molequa.com within 5 calendar days of the notice of the amendment. In such case, the Company shall be entitled to: (a) accept the original wording of the GTC in relation to such Customer; or (b) agree with the Customer on specific deviating conditions; or (c) insist on the amendment of the GTC – in which case the Customer shall be entitled, within 14 calendar days of receipt of the Company’s notice that it insists on the amendment, to unilaterally terminate the Agreement with immediate effect.

1.4. No performance to third parties. Warranties and other obligations of the Company under the Agreement arise solely vis-à-vis the Customer. No other person is entitled to receive or enforce performance or claims under the Agreement against the Company, save where expressly provided by generally binding legal regulations.

1.5. Nature of the Agreement as a licence agreement for research reference material. The Contracting Parties expressly agree that the subject matter of the Agreement is the provision of research reference material for the Customer’s scientific activities. The Customer acquires a licence to use the Goods exclusively within the scope of scientific research and development in its laboratory environment. The licence is non-exclusive, non-transferable and limited by purpose pursuant to Clauses 4.2 and 4.3 of the GTC. Any use of the Goods outside the scope of this licence (in particular use for human or animal consumption, for therapeutic, diagnostic, cosmetic or sporting purposes, as well as any further dissemination or transfer of the Goods to third parties without the Company’s written consent) constitutes a material breach of contract and shall immediately terminate the granted licence. This is without prejudice to the Company’s claims for damages under Clause 8 of the GTC and to indemnification under Clause 8.4 of the GTC.

1.6. Relationship to the commercial-law framework. The fact that the Agreement has the nature of a licence agreement under Clause 1.5 does not alter the commercial-law character of the relationship between the Contracting Parties under Act No. 513/1991 Coll. Commercial Code. The Price paid by the Customer constitutes remuneration for the provision of the research reference material and for the grant of the licence, and not merely a purchase price for goods in the consumer sense.

2. Definitions

Terms capitalised in these GTC shall have the following meaning:

3. Registration and Customer Account

3.1. Registration. Any party interested in purchasing the Goods is obliged, prior to its first Order, to register on the E-shop and create a Customer Account. Upon Registration, the Customer is obliged to provide all required information in a correct, true, current and complete form. Any change thereof shall be notified to the Company by the Customer within 24 hours of such change occurring (or amended directly in the Customer Account).

3.2. Verification of registration. The Company reserves the right to: (a) verify the correctness, truthfulness and completeness of the information provided; (b) condition the activation of the Customer Account upon the submission of documents evidencing the Customer’s eligibility (e.g. an extract from the commercial register, the trade licence register, or confirmation of activity within a research organisation); (c) refuse, decline to activate, terminate or suspend the Customer Account where there is a reasonable suspicion of breach of the GTC or of an intention to misuse the Goods.

Any such decision of the Company shall not be deemed a breach of its obligations and shall give rise to no claims on the part of the Customer.

3.3. Password and account security. The Customer shall set its own password upon Registration. The Customer is solely responsible for maintaining the confidentiality of its login credentials and for all activity carried out through its Customer Account. In case of suspicion of unauthorised access (loss of password, compromise of the account, disclosure of the password to a third party), the Customer is obliged to notify the Company without delay and in any event within 24 hours by e-mail to info@molequa.com. The Company shall not be liable for any unauthorised interference with the account caused by the Customer’s neglect of its obligations.

3.4. Use of the account. The Customer Account is used exclusively for placing Orders, managing the profile and using the functionalities of the E-shop. Sharing the account, reselling it or making it available to third parties is prohibited and constitutes a material breach of the GTC.

3.5. Closure of the account. The Company shall be entitled to close the Customer Account where: (a) the Customer has provided incorrect, untrue or incomplete information; (b) the Customer has not logged into the account for a period longer than 5 years; (c) the Customer has requested closure of the account by e-mail; (d) the Customer has materially breached the GTC or generally binding legal regulations.

If at the time of the request for closure of the account an Order is being processed, the closure shall take place only upon the proper conclusion of the contractual relationship.

3.6. Effects of closure of the account. Following closure of the Customer Account, the Company shall delete the Content related to the Customer, save for data which it is obliged to retain under legal regulations (in particular tax, accounting and archiving regulations).

3.7. Availability of the E-shop. The E-shop and the Customer Account are provided on an “as is” / “as available” basis. THE COMPANY DOES NOT WARRANT that the E-shop will be (a) continuously available; (b) free from defects, errors, viruses or harmful components; (c) in accordance with the Customer’s expectations or specific requirements; (d) compatible with any hardware or software. The Company excludes all implied warranties with respect to the E-shop to the broadest extent permitted by law.

4. Order and Conclusion of the Agreement

4.1. Offer. The display of Goods in the E-shop does not constitute an offer to conclude a contract within the meaning of Sections 43a et seq. of the Civil Code, nor a binding public offer within the meaning of Section 276 of the Commercial Code. The information provided in the listing (in particular images, descriptions, properties, availability and Price) is of an indicative nature and becomes binding only upon confirmation of the Order by the Company.

4.2. Nature of the Goods and the Company’s notice. The Company sells the Goods exclusively for the purposes of scientific research and development. The Company expressly notifies the Customer that the chemical substances (in particular peptides) offered in the E-shop:

4.2.1. shall not be used as a medicinal product, an active substance in the manufacture of a human or veterinary medicinal product, as a medical device, or for diagnostic or therapeutic purposes of any kind;

4.2.2. are not intended for human consumption, i.e. they are neither food nor a food supplement; the Company expressly notifies the Customer that the chemical substances must not be ingested, inhaled, injected or otherwise introduced into the human body by any person;

4.2.3. are not a cosmetic product or a raw material for its manufacture, i.e. they are not intended for contact with the skin, hair, nails, lips, oral cavity or any other part of the human body;

4.2.4. shall not be used by athletes or other persons in sport, nor shall they be transported, conveyed, stored, offered, sold, supplied or administered to an athlete or in connection with sporting activity within the meaning of Act No. 440/2015 Coll. on Sport and the anti-doping regulations (in particular the World Anti-Doping Code and the WADA prohibited list);

4.2.5. shall not be used on humans or animals in any analogous manner;

4.2.6. are not regarded as substances having an anabolic or other hormonal effect within the meaning of Act No. 397/2015 Coll. in conjunction with Section 176 of Act No. 300/2005 Coll., the Criminal Code, whereby the Company expressly notifies the Customer that unauthorised handling of such substances (in particular their import, export, offering, sale, administration to an athlete or possession in greater quantity) constitutes a criminal offence;

4.2.7. where the E-shop or the documentation accompanying the Goods describes the properties, mechanisms of action or study results relating to peptides, such information is of a strictly informational and scientific character; under no circumstances does it constitute a recommendation for use on humans or animals, nor does it imply that the Goods are intended for any purpose other than scientific research and development.

4.3. Customer’s representations. Upon placing an Order, the Customer is obliged to click the button “I agree with the Buyer’s Declaration and its unconditional observance”, by which the Customer confirms that:

4.3.1. it is a legal entity, a self-employed natural person, or a natural person over 18 years of age who, in entering into and performing the Agreement, acts within the scope of its business, employment or profession, possesses the professional knowledge and experience required for handling the Goods, and has at its disposal the material and personnel resources corresponding to the purpose of scientific research and development;

4.3.2. it is not a consumer within the meaning of Act No. 250/2007 Coll. (Consumer Protection Act) or Act No. 108/2024 Coll. on Consumer Protection in respect of the sale of goods or the provision of services under distance contracts; should the Customer in fact be acting as a consumer, it is obliged to notify the Company of this fact in writing prior to submitting the Order. The Company in no way encourages the Customer to falsely present itself as a business entity. Should the Customer mislead the Company as to its status, it acknowledges that the Company will seek to ensure that consumer status is not afforded to it;

4.3.3. it has been duly informed that the Goods may not be used for any purpose other than scientific research and development, and undertakes that the chemical substances (peptides) purchased from the Company:

• (a) shall not be used as a medicinal product, medicament or medical device, or for diagnostic or therapeutic purposes;
• (b) shall not be used for human consumption – as food or a food supplement – and shall ensure that the Goods are not ingested by or otherwise introduced into the body of any person;
• (c) shall not be used as a cosmetic product or for the manufacture thereof;
• (d) shall not be used in sport – nor transported, stored, offered, sold, supplied or administered to an athlete or to any other person under the regulations on sport;
• (e) shall not be used on humans or animals in any analogous manner;
• (f) and any information provided by the Company (including technical documentation, COAs, descriptions of mechanisms of action) shall be used exclusively for the purposes of scientific research and development, and shall not be further disseminated in a manner that could lead to any other use of the Goods;

4.3.4. it is aware of the risks associated with the handling, use, import, export and distribution of the Goods, has familiarised itself with the relevant legal regulations of the Slovak Republic, the European Union and the country of delivery, with the rules of industrial hygiene, and with the obligation to warn third parties of health and safety risks. The Company is not required to be familiar with the regulations of the country of delivery; it is the Customer’s responsibility to verify whether the import of the Goods into the relevant state is permitted, and to alert the Company to any restrictions;

4.3.5. it has thoroughly familiarised itself with the criminal-law consequences of unauthorised handling of substances with anabolic or other hormonal effect under Section 176 of the Criminal Code in conjunction with Act No. 397/2015 Coll., and declares that it shall not commit any such or other criminal offence in connection with the purchase of the Goods;

4.3.6. it shall test, use, import, export, distribute and place the Goods on the market only in accordance with the relevant legal regulations, these GTC and professional standards of knowledge;

4.3.7. it shall ensure that only qualified and properly trained persons who are engaged in scientific research and development handle the Goods.

4.4. Reservations of the Company. The Company assumes that, having regard to the Customer’s representations, the Customer is familiar with the properties, possible uses, conditions of storage and handling of the Goods, and with the relevant legal regulations. The Company does not provide any advice, consultations or recommendations regarding the use of the Goods beyond the information published in the E-shop and in the technical documentation. The Customer purchases and uses the Goods at its own risk and is fully liable for any damage caused to the Company or to third parties as a result of incorrect use, neglect, misuse or any other breach of the GTC. The Company does not tolerate any misuse of the Goods and is entitled to refuse to sell to any person where there is a reasonable suspicion that the Goods would be used in breach of the GTC or of legal regulations. The Company is not obliged actively to verify the circumstances of the Customer’s purchase, and relies on the truthfulness and completeness of the Customer’s representations.

4.5. Order placement procedure. The Customer selects Goods from the offer by clicking the “ADD TO CART” button, proceeds to the “SHOPPING CART”, where it may verify, amend or supplement its contents. Following login to the Customer Account, it selects the delivery and billing address, the method of delivery and the method of payment. Prior to binding submission, the Customer is obliged to:

• click “I agree with the GTC and their unconditional observance”;
• click “I agree with the Buyer’s Declaration and its unconditional observance”.

The Order becomes binding upon clicking the “Place a binding order with an obligation to pay” button. Prior to binding submission, the Customer is entitled to check, correct or cancel the Order.

4.6. Acceptance and confirmation of the Order. The Company shall without undue delay send the Customer by e-mail an acknowledgement of receipt of the Order (this does not yet constitute confirmation of the Order). The Company shall then verify the availability of the Goods and its ability to deliver them duly, following which it shall either: (a) confirm the Order by separate e-mail (hereinafter referred to as the “Order confirmation”), whereupon the Agreement is concluded; or (b) notify the Customer of the impossibility of delivery and cancel the Order (in which case no Agreement comes into existence and any Price already paid shall be refunded to the Customer without undue delay).

4.7. Communication. All further communication concerning the Order (invoice, transport information, COA, documentation, requests for cooperation) shall be sent to the e-mail address provided in the Customer Account.

4.8. Fundamental obligations of the Customer. The Customer is obliged in particular: (a) to provide true, complete and current information in the Order; (b) to take due and timely receipt of the Goods; (c) to pay the Price and all related costs within the maturity period; (d) to use the Goods exclusively for the purposes of scientific research and development; (e) to handle the Goods in accordance with the GTC, the Agreement and the relevant legal regulations of the country of delivery.

5. Price and Payment Terms

5.1. Price. The prices stated in the E-shop are final and inclusive of VAT at the statutory rate applicable in the country of delivery, unless otherwise stated for a particular item of Goods. The Company is a VAT payer. The Price includes packaging costs, but does not include the costs of delivery of the Goods and any surcharges for the chosen method of payment – these are shown to the Customer prior to submission of the Order.

5.2. Methods of payment. The Customer selects the method of payment from the options currently available in the E-shop (e.g. bank transfer, payment card via a payment gateway, cash-on-delivery with a surcharge). The Customer follows the instructions provided in the Order and in the accompanying communications. The costs of the payment transaction shall be borne by the Customer.

5.3. Invoice. The invoice (tax document) is sent to the Customer electronically to the e-mail address provided in the Customer Account, which the Customer accepts upon Registration. If the Customer does not receive the invoice within 15 days of its anticipated delivery (in particular following crediting of the payment), it is obliged to notify the Company.

5.4. Maturity. The maturity of the Price is set out in the Order. In the case of advance payment, the Company is obliged to commence processing of the Order only once the full Price has been credited to its account.

5.5. Discounts. Any discount from the Price requires the prior express written agreement of the Contracting Parties. Promotional prices published in the E-shop apply only for the duration of the promotion and until stocks are exhausted.

5.6. Default in payment. In the event of the Customer’s default in payment of the Price or any part thereof, the Company shall be entitled to: (a) a contractual penalty of 0.05 % per day of the outstanding amount for each commenced day of default; (b) statutory interest on late payment; (c) compensation for damages in full, in addition to the contractual penalty; (d) withdraw from the Agreement (Clause 13 of the GTC).

5.7. Application of payments. Payments made by the Customer shall be applied first to contractual penalties and interest on late payment, and only thereafter to the principal of the claim, regardless of any contrary instruction by the Customer. Where the Customer has multiple matured obligations, payment shall be applied first to the obligation that is the least secured, and otherwise to the obligation that became due first.

5.8. Set-off of receivables. The Customer is not entitled unilaterally to set off any receivable of its own against any receivable of the Company.

5.9. Prohibition on withholding payments. The Customer is not entitled to withhold payment of the Price by reason of an ongoing complaint procedure or the assertion of other claims. Where the Customer is in default of any payment to the Company, the Company is not obliged to deliver any further Goods to the Customer, not even under another, already concluded Agreement, until all matured and unmatured receivables have been settled in full.

5.10. Costs in case of impossibility of delivery. Where: (a) the Customer selects a delivery address in a country to which the Goods may not be delivered under the legal regulations of that country; (b) delivery is not possible due to failure to meet customs clearance conditions (including seizure by customs authorities); or (c) delivery is not possible for other reasons attributable to the Customer (incorrect address, failure to collect within the storage period, refusal of the consignment);

the Customer shall be liable for the damage thereby caused to the Company, including the costs of transport, return and re-dispatch of the Goods. In the case of return of the Goods on these grounds, the Company shall refund the Price, less its costs, within 14 business days by bank transfer. Should the returned Goods be damaged or impaired, the Company shall not be obliged to refund the Price or any portion of the costs.

6. Place and Time of Delivery of the Goods

6.1. Place of delivery. The place of delivery is the Customer’s registered office or any other delivery address indicated in the Order. The Company determines the method of transport, the carrier and the route, unless agreed otherwise.

6.2. Obligations upon receipt. The Customer is obliged: (a) to take receipt of the Goods at the place of delivery and to provide the necessary cooperation; (b) upon receipt, to inspect the condition of the packaging and, in the case of evident damage to the packaging, either to refuse the consignment or, together with the carrier, to draw up a damage protocol; (c) without undue delay following receipt, to inspect the quantity, quality, finishing and packaging of the Goods, and to notify any identified apparent defects and quantitative discrepancies within the time limits set out in Clause 9 of the GTC; (d) to confirm receipt of the Goods on the delivery note or handover protocol.

From the moment of handover of the Goods to the carrier, the carrier shall bear the risks of transport. Should the Customer take receipt of Goods notwithstanding visible damage to the packaging without preparing a protocol, the Company need not recognise any subsequent complaint on that ground.

6.3. Delivery period. Unless agreed otherwise, the delivery periods stated in the E-shop or in the Order confirmation are indicative and non-binding. The Company shall deliver the Goods within a reasonable period, as a rule within 14 business days of Order confirmation and crediting of the Price to its account. The period shall not run during any time when the Customer is in breach of its obligations or fails to provide the required cooperation. The Company is entitled to deliver the Goods at any point during the period, or in instalments; the Customer shall be obliged to accept such performance.

6.4. Exclusion of default. The Company shall not be in default in delivery where the failure to comply with the period was caused by: (a) force majeure (Clause 14.2 of the GTC); (b) circumstances making timely performance impossible to require (depletion of stock, unavailability of the Goods, withdrawal from sale by the manufacturer or a public authority, delays in customs clearance); (c) any other circumstance arising without the intentional fault of the Company.

Should performance become impossible or the purpose of the Agreement be frustrated, the obligation of the Company shall cease, without any counterclaim on the part of the Customer; the Contracting Parties have agreed to exclude the application of Section 357 of the Commercial Code. In such case the Company shall be obliged to refund any Price already paid for the undelivered Goods within a reasonable period.

6.5. Storage of the Goods. Should the Customer fail to take receipt of the Goods within the period, or fail to provide the necessary cooperation, the Company shall be entitled, at the Customer’s cost, to store the Goods and to deal with them further at its own discretion (in particular to sell them or return them to stock). The Customer shall be obliged to reimburse all related costs (storage, re-packaging, transport).

6.6. Right to cancel delivery. Where the Company has reasonable suspicion that the Customer will not be able to fulfil its obligations, or that the Goods could be used in breach of the GTC, it shall be entitled to cancel the delivery of the Goods and to withdraw from the Agreement.

7. Title and Risk of Damage

7.1. Transfer of title (retention of title). The Goods shall remain the exclusive property of the Company until the cumulative fulfilment of both conditions: (a) full payment of the Price in its entirety, including VAT and all costs; (b) due receipt of the Goods by the Customer.

Until full payment of the Price, the Customer shall not alienate, pledge or otherwise encumber the Goods with the rights of third parties.

7.2. Transfer of risk of damage. The risk of damage to the Goods and of their accidental destruction shall pass to the Customer upon delivery of the Goods. Delivery shall be deemed to be: (a) the physical handover of the Goods to the Customer or to a person authorised by it; (b) the handover of the Goods to the first carrier for the purposes of transport to the Customer; (c) the making available of the Goods to the Customer in the Company’s warehouse.

Where the Customer is in default in taking receipt of the Goods, the risk of damage shall pass to it on the day on which the Customer should have taken receipt of the Goods, even if no physical handover has taken place.

8. Damages

8.1. Limitation of the Company’s liability. Having regard to the nature of the Goods and the commercial character of the relationship, the Contracting Parties expressly agree that the Company’s liability to the Customer for damages is capped at the amount of the Price actually paid by the Customer to the Company for the relevant Order at the time preceding the occurrence of the damage. This limitation shall not apply to damage caused intentionally or by gross negligence.

8.2. Liability of the Customer. The Customer is liable for any damage caused to the property of the Company or of third parties as a result of breach of its obligations in full, including in the case of circumstances excluding liability. The damage shall be paid without undue delay following a written demand by the Company.

8.3. Liability for unlawful use of the Goods. Should the Customer use the Goods in breach of its representations under Clause 4.3 of the GTC, and damage is caused to the Company as a result of such use (in particular the imposition of sanctions by public authorities, costs of defence in administrative, criminal or civil proceedings, loss of reputation), the Customer undertakes to pay such damage in full.

8.4. Indemnification. The Customer undertakes to indemnify the Company for any damage arising as a result of the incorrect use of the Goods in breach of these GTC, in particular use outside the scope of the Licence granted under Clause 1.5 of the GTC. The indemnification covers all costs, expenses, sanctions, fines, compensation and other financial payments incurred by the Company in connection with: (a) third-party claims (including claims by the Customer’s employees, collaborators, end-users or other persons to whom the Customer made the Goods available); (b) actions of public authorities (including inspection, supervisory, administrative, criminal or civil proceedings); (c) litigation, including the costs of legal representation, court fees and expert evidence; (d) reputational harm to the Company, including the costs of crisis communications.

The indemnification obligation under this clause shall survive the termination of the Agreement and shall apply independently of any other claims of the Company against the Customer.

9. Claims for Defects of the Goods

9.1. Liability for defects. The Company shall be liable for defects of the Goods existing at the time of their handover to the Customer (or to the first carrier). The Company shall not be liable for defects: (a) of which the Customer was aware, or with regard to the circumstances should and could have been aware, at the time of receipt; (b) caused by mechanical damage after the transfer of risk; (c) caused by failure to observe the conditions of storage, handling or use (in particular failure to observe temperature, humidity, protection from light); (d) arising from improper handling, excessive load, or neglect of care; (e) caused by natural forces or force majeure; (f) arising from the use of the Goods for any purpose other than scientific research and development; (g) arising from the Customer’s breach of its obligations under the Agreement and the GTC.

9.2. Time limits for identification and assertion of defects. The Customer is obliged: (a) to notify apparent and quantitative defects in writing within 2 business days of the date on which, exercising professional care, it should have identified them (as a rule upon receipt); (b) to notify latent defects in writing within 1 month of the date of delivery of the Goods.

Upon expiry of these time limits, claims for liability for defects shall lapse. Where the Goods are handed over on the basis of a handover protocol, the Customer is obliged to record any defects discoverable upon inspection directly in such protocol.

9.3. Form of the complaint. Complaints shall be asserted exclusively in writing:

• by e-mail: info@molequa.com; or
• by letter: IB products s.r.o., Bratislava, Slovensko, Slovakia.

To facilitate the process, we recommend using the Complaint Protocol available on the E-shop.

In the complaint, the Customer shall state:

• identification of the Customer and the Customer Account;
• the Order and invoice numbers;
• the name and batch of the Goods being claimed;
• a precise description of the defect and the circumstances of its identification;
• the preferred method of settlement (Clause 9.5);
• photographic documentation where possible.

9.4. Return of the Goods in connection with a complaint. The Customer shall not return the Goods without the prior express instruction of the Company. Having regard to the specific nature of the Goods (in particular peptides sensitive to temperature, light and humidity), unauthorised return shipping could lead to impairment of the Goods and loss of evidence of the nature of the defect. Should the Customer return the Goods without the Company’s instruction, it shall be liable for any damage thereby caused.

9.5. Method of settling the complaint. Where the complaint is justified, the Company shall remedy the defect at its own discretion, in particular by: (a) supply of replacement Goods; (b) supply of missing Goods or quantity; (c) grant of a reasonable discount from the Price.

The Company shall settle the complaint within a reasonable period, of which it shall notify the Customer. Where the Company fails to remedy the defect within the specified period and:

• the breach constitutes a material breach of contract, the Customer shall be entitled to withdraw from the Agreement or to claim a discount from the Price;
• the breach constitutes a non-material breach of contract, the Customer shall be entitled to claim only a discount from the Price.

The Customer is obliged to notify the Company of the assertion of this claim within 3 business days of its arising, failing which the claim shall lapse.

9.6. Costs in the case of unjustified complaint. Where the complaint proves to be unjustified (no defect is found, or the defect does not fall within the Company’s liability), the Customer shall be obliged to reimburse the Company for all related costs (analysis, transport, handling).

9.7. Cooperation. Should the Customer fail to provide the Company with the cooperation required for the inspection or analysis of the claimed Goods, claims for liability for defects shall lapse.

10. Limitations of Liability

10.1. Exclusion of indirect and consequential damages. THE COMPANY SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, LOSS OF GOODWILL, COSTS OF PROCURING SUBSTITUTE GOODS, OR ANY OTHER INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, even where the Company has been informed in advance of the possibility of their occurrence or where such damage was foreseeable.

10.2. Broadest permissible scope. The limitations and exclusions of the Company’s liability shall apply to the broadest extent permitted by law. Where any particular provision of the GTC is not in conformity with a mandatory rule, it shall apply to the extent that it is in conformity therewith, and as to the remaining part shall be replaced by a provision of the closest legally permissible content.

10.3. Limitation period for the assertion of claims. Save where the law mandatorily prescribes a longer period, any claim of the Customer against the Company shall lapse upon the expiry of 1 year from the date on which the claim arose, irrespective of the limitation periods set out in the Commercial Code.

10.4. Exclusion of liability for unlawful use. The Company shall under no circumstances be liable for damage to human life or health, to animal health, or for any other harm arising as a result of the use of the Goods in breach of the Customer’s representations under Clause 4.3 of the GTC (in particular use of the Goods for human consumption, in sport or for therapeutic purposes).

11. Confidentiality

11.1. Confidentiality. The Customer is obliged to maintain the confidentiality of the Company’s Confidential Information and shall not disclose it or use it outside the performance of the Agreement.

11.2. Exceptions. The confidentiality obligation shall not be deemed breached where: (a) disclosure is required by law, by a public authority or by a court; (b) it is necessary for the performance of the Agreement; (c) the information is provided to professional advisors (attorneys, auditors, tax advisors) on a “need-to-know” basis and under a confidentiality obligation; (d) the Company has given its prior written consent.

The burden of proving the application of any of the exceptions shall rest with the Customer.

11.3. Duration. The confidentiality obligation shall remain in force for 5 years following the termination of the contractual relationship; with respect to Confidential Information protected as trade secret or personal data, without any time limitation (or for the duration of the statutory protection).

12. Protection of Personal Data

The Company processes personal data in accordance with the GDPR and Act No. 18/2018 Coll. on the Protection of Personal Data. Detailed information on the processing (purposes, legal bases, retention periods, data subject rights, contact details for the exercise of rights) is set out in the “Privacy Terms” document available on the E-shop at molequa.com.

For the purposes of performance of the Agreement, the Company is entitled to process personal data of the Customer and of its contact persons to the extent necessary for the conclusion and performance of the Agreement without separate consent, on the legal bases of Article 6(1)(b) GDPR (performance of the contract), Article 6(1)(c) GDPR (compliance with legal obligations) and Article 6(1)(f) GDPR (legitimate interest).

13. Duration and Termination of the Agreement

13.1. Formation of the Agreement. The Agreement enters into force and becomes effective on the date of Order confirmation by the Company (Clause 4.6 of the GTC).

13.2. Methods of termination. The Agreement shall terminate: (a) by performance; (b) by withdrawal from the Agreement by either Contracting Party on the grounds set out in the GTC or in legal regulations; (c) by agreement of the Contracting Parties; (d) in any other manner provided by legal regulations.

13.3. Withdrawal by the Company. The Company shall be entitled to withdraw from the Agreement in particular where: (a) the Customer fails to pay the Price within the maturity period; (b) the Customer materially breaches its obligations under the Agreement or the GTC; (c) the Customer breaches its obligations in a non-material manner and fails to remedy the breach even within an additional reasonable period provided by the Company; (d) it is shown that the representations or information provided by the Customer (in particular under Clause 4.3 of the GTC) are incorrect, untrue or incomplete; (e) the Company acquires a reasonable suspicion that the Goods will be used in breach of the GTC or of legal regulations; (f) any circumstance under Clause 6.4 of the GTC arises that renders performance impossible.

13.4. Withdrawal by the Customer. The Customer does not have a statutory right to withdraw from the Agreement within 14 days under Act No. 108/2024 Coll., as it is not a consumer (Clause 4.3.2 of the GTC). The Customer shall be entitled to withdraw from the Agreement solely where the Company is in default of delivery of the Goods by more than 30 calendar days for reasons attributable exclusively to the Company. Prior to withdrawal, the Customer shall be obliged to provide the Company with an additional period of at least 7 calendar days for performance.

13.5. Effects of withdrawal. In the event of termination of the Agreement: (a) the Customer shall, within 14 days, return the Goods to the Company by such method and to such address as determined by the Company (the time limit shall be observed where the Goods are handed over for transport on the last day); (b) the Company does not accept cash-on-delivery consignments; (c) the Customer shall be liable for any reduction in the value of the Goods caused by improper handling; (d) the Company shall refund to the Customer the paid Price (or such portion thereof as remains after deduction of its claims) within 30 days of the return of the Goods; (e) the Contracting Parties may agree on an exchange of the Goods for other Goods of equivalent value instead of refund of the Price.

13.6. Surviving provisions. Following termination of the Agreement, those provisions shall remain in force which by their nature are intended to survive (in particular those relating to confidentiality, limitation of liability, limitation periods, governing law and dispute resolution).

14. Joint and Final Provisions

14.1. Assignment of claims and transfer of rights. The Company shall be entitled, to the fullest extent, to assign its receivables and to transfer rights and obligations under the Agreement to a third party (in particular to affiliated entities), to which the Customer expressly consents. The Customer shall not be entitled to assign its receivables or to transfer rights and obligations under the Agreement without the prior written consent of the Company.

14.2. Force majeure. The Company shall not be liable for any breach of obligations caused by force majeure (vis maior) – a circumstance independent of the will of the Contracting Parties, unforeseeable, insurmountable and unavoidable. Force majeure shall in particular include: flood, fire, earthquake, extreme meteorological events, states of emergency, civil unrest, strike, invasion, war, war-time or emergency-state declarations, terrorism, epidemic/pandemic, changes in legislation, measures of public authorities including quarantine measures, embargoes, import/export restrictions, energy outages, supplier failures, and cyber-attacks.

14.3. Delivery of communications. The Contracting Parties shall deliver written communications to each other in person, by e-mail, through the Customer Account, by post or by courier. A communication shall be deemed delivered at the moment it enters the addressee’s sphere of disposal. For avoidance of doubt: (a) an e-mail communication shall be deemed delivered on the day of its dispatch to the e-mail address indicated in the Customer Account or in the Order; (b) a letter consignment shall be deemed delivered even where the addressee fails to take receipt, the consignment is returned as undeliverable, or receipt is refused – in such cases on the day of return or of refusal; (c) a change of contact details shall be effective vis-à-vis the other Contracting Party only upon demonstrable notification thereof.

14.4. Severability clause. Should any provision of the GTC become invalid, ineffective or unenforceable, this shall not affect the validity of the remaining provisions. Any invalid provision shall be replaced by a provision with the closest legally permissible content and purpose.

14.5. Governing law. The mutual relationships under the Agreement and the GTC shall be governed by the laws of the Slovak Republic, in particular the Commercial Code. The application of conflict-of-laws rules and of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention) is excluded.

14.6. Jurisdiction. All disputes arising out of the Agreement or the GTC shall be resolved by the courts of the Slovak Republic having subject-matter and territorial jurisdiction over the registered office of the Company. The Contracting Parties shall endeavour to resolve disputes primarily by agreement and out-of-court negotiation.

14.7. Representations. The Customer confirms that, prior to the submission of the Order, it has duly read these GTC, understood them, agrees with them and undertakes to observe them. The Customer also confirms the truthfulness and completeness of all representations under Clause 4.3 of the GTC.

14.8. Version and effectiveness. These GTC enter into force on the date of launch of the e-shop. Version 1.0.

IB products s.r.o. Bratislava, Slovensko – Slovakia Company ID: 55 336 809 | Tax ID: 2121954483 | VAT ID: SK2121954483 Registered in the Commercial Register of the Bratislava III Municipal Court, Section: Sro E-mail: info@molequa.com | Web: molequa.com