jFermi’s General Purchasing Conditions govern each order submitted to jFermi Biotechnológiai Kft. (registered seat: H-8146 Jenő, Hősök utca 22, Hungary, hereinafter “jFermi”) and supersede any sale or purchase terms, except for an express and written agreement of jFermi to the contrary.

By signing the “Order”, the “Declaration on Purchase of the Device” the Customer fully agrees, without reserve, to these jFERMI’S General Sale Conditions and renounces to its general purchase terms (if any); notwithstanding their appearance on its quotations, proposals, acknowledgement of receipt, mailing, bills.


  • Agreement” means the terms and conditions of the present GTC and the Declaration(s) signed by the Customer
  • Customer” means the party contracting with jFermi.
  • Declaration” means any of the following documents being Annex 1-3 of this GTC: “Order”, the “Declaration on Purchase of the Device”.
  • “Devicemeans the bioreactor, being the subject of the Agreement between the Parties.
  • GTC” means the present General Terms and Conditions of Sale of jFermi.
  •  “jFermi” means jFermi Biotechnológiai Kft, a Hungarian company having its registered seat at H-8146 Jenő, Hősök utca 22, Hungary.
  • Order” means the Customer’s unique delivery order specifying the Device.
  • Parties” means jFermi and the Customer together.
  • Party” means jFermi or the Customer.
  • Testing Period” means a half-year long period after the handover of the Device to the Customer.


The Order (being Annex 1) of the Customer shall be sent to jFermi. jFermi will indicate the estimated date of delivery of the Device in its confirmation of the Order within 15 days after its receipt. jFermi reserves the right not to accept an Order or suspend it if it considers the Customer’s position presents a solvency risk or in the event of the Device not being available.

If the Customer does not make any decision until the end of the testing period on the Purchase or Return of the Device, jFermi may issue its invoice on a 20,000 (TWENTY thousand) EUR penalty payment by a payment term of 15 days on the first working day following the last day of the Testing Period.


Shipping fees for the initial delivery of the Device shall be covered by the Customer. Any customs duties, taxes, or additional fees incurred during shipping will be the responsibility of the Customer. The Customer must arrange and cover the shipping fees for returning the Device to jFermi (if relevant). The Device must be returned in its original condition and packaging.

The delivery of the Device shall be subject to the terms of the EXW (Ex Works) Incoterms clause.

If the Customer shall return the Device to jFermi, this transfer shall be ordered by jFermi, which shall bear the cost of this transfer.


The Device shall be delivered together with the instructions for use. During the Trial Period, jFermi shall provide a one-time online training and regular online support for the use of the Device. The conditions for the one-time online training (date, timeframe, number of participants) will be defined by the Customer and jFermi. 


At the latest 3 calendar days before the end of the Testing Period, the Customer may decide on the purchase of the Device by sending the signed Declaration on Purchase of the Device (being Annex 2) to jFermi’s registered seat. The testing fee will be deducted from the total purchase price. The remaining balance must be paid within 15 calendar days from the decision to purchase. 


Any payment shall be transferred to the to jFermi’s bank account indicated in its invoice within 15 days of its receipt. VAT at the rate in force on the day of shipment will be added to ex-VAT prices. The cost of bank transfers shall be borne by the Party who instructed the bank to make the transfer. Invoices will be transmitted in paper or dematerialised format.  

If the customer does not contest invoices within 30 days of the date of issuance, the amounts of the said invoices will be considered accepted.

In the event of overdue payment, late penalties will be due by the Customer to jFermi on the day following the payment date indicated on the invoice and are applicable ipso jure. The amount of these penalties is calculated on the basis of the Central European Bank base rate plus ten (10) percentage points. A fixed indemnity of €40 for collection charges will also be charged. jFermi may claim additional compensation for any expenses incurred to collect the sums owed.

Without prejudice to the above, in the event of (i)non-payment of a single due amount by the Customer, (ii) non-observance of payment conditions or (iii) if jFermi was to consider that the Customer’s financial position presented a solvency risk, jFermi is entitled to:

– immediately cease all payment facilities and special commercial conditions granted;

– suspend or cancel any ongoing orders without notification or an indemnity;

– require cash payment before each shipment for any subsequent deliveries, or any other secure method of payment chosen by jFermi;

– require immediate payment of the entire balance due.


The delivered Device remain the property of jFermi until the purchase price is paid in full.  jFermi reserves the right to use all available means to take back the Device or have it taken back in the event of non-payment, since failure to make payment may lead to the Device being claimed back. The part of the price already paid remains the property of jFermi as a counterpart to enjoyment of the Device. The provision of a financial instrument creating an obligation to pay does not constitute payment in the sense of this clause.

jFermi accepts responsibility for the risks and transportation costs for the Device. The risk is transferred to the Customer upon delivery of the Device, from which date onwards the Customer is responsible for any damage that might be caused to the Device or because of the Device. The Customer shall therefore ensure that its insurance covers the Device from this point in time.


The Parties shall consider exchanges of English language messages by e-mail using for jFermi and the e-mail address given in the Order for the Customer, to be valid and effective between themselves. No amendment or addition to the Agreement shall be made via e-mail except by a document signed by the Parties.

The Contact persons are not entitled to make any binding statement concerning the conclusion, content, amendment or termination of the Agreement. Such a statement shall be made exclusively by the contracting (natural) person itself, the representative(s) of the contracting party registered in the Company Register, or their representative having a power of attorney.


jFermi expressly warrants that the Device is its exclusive property and that the Device is free from all claims, encumbrances and demands, is not subject to judicial attachment and that there are no circumstances in the jFermi’s interest which would prevent or hinder the Customer from obtaining ownership.

The Seller warrants the Device to be free from defects for a period of one year from the date of delivery. 

In any event, the Customer must comply with the conditions for using the Devices, applicable to it.

Throughout the warranty period, jFermi, or a specialist company operating on its behalf, will be responsible for making repairs and supplying spare parts relating to correct system operation, with the exception of consumables and similar items.

The jFermi warranty cannot be applied to a Device that is handled or used in a manner non-compliant with jFermi instructions for use. Any damage caused by improper use, negligence, or unauthorized modifications will void the warranty.


The Customer shall hold harmless jFermi against any third-party action involving the consequences of non-compliant use of the Device. The Customer is responsible for the integrity of the Device until returned to jFermi. Any costs incurred or prejudice suffered due to the Customer’s negligence and/or any breach in the above-mentioned obligations will give rise to compensation payable to jFermi.

jFermi’s responsibility for any loss or damage resulting from any cause, including its negligence, cannot under any circumstances exceed the selling price of the Device covered by the complaint or at the source of the loss or damage. Alternatively, at the discretion of jFermi, the Device concerned may be repaired or replaced and shipment costs paid.  jFermi cannot be held liable for any indirect, intangible or similar damage, whether action is for contractual or tortious liability or other.


The Parties hereby expressly acknowledge the confidentiality of all information that they become aware of during the negotiation and performance of the Order (especially the price and the technical description of the Device). 

Consequently the Parties undertake not to disclose or directly or indirectly use or have others disclose or directly or indirectly use any confidential notice, data, information, application or method as well as any document that they become aware of during the negotiation and the performance of their obligations, without the other Party’s expressed and prior written consent. The secrecy shall also be kept by the employees and the contributories of the Parties.


There shall be no liability for delay or failure to perform the Order if caused by unforeseeable circumstances beyond the control of jFermi, including in particular natural disasters, military operations and extraordinary governmental measures. JFermi shall immediately notify the Customer of such unforeseen force majeure.

In such a case, the force majeure shall automatically extend the time limit for the performance of the obligations by the period of the force majeure from the date of receipt of the notification by the other Party.


The Customer will refrain from the transfer/sale or transmission in any manner of its rights and obligations arising from its business relations with jFermi to a third-party, which is a jFermi competitor.

The Customer hereby agrees that jFermi may transfer the order or undergo a change in control to the benefit of a third party.

The Customer shall refrain from selling the Devices to any third parties.


If either Party fails to perform a material obligation (delivery of the Device or payment), the other Party may terminate their Agreement in writing with immediate effect, without prejudice to its right to compensation, as from the date on which its request for performance sent to the other Party has proved ineffective, even after a period of 15 (fifteen) days from the date on which the request was sent.

jFermi shall also be entitled to terminate the Agreement if the Customer is subject to bankruptcy, liquidation, compulsory liquidation or winding-up proceedings or if the Customer ‘s solvency has deteriorated for any other reason to such an extent that performance of the Order is jeopardised. The Customer shall notify the jFermi of any bankruptcy, winding-up, compulsory winding-up or liquidation proceedings or any other deterioration in its solvency, which may jeopardise the performance of the Order.


The Parties will endeavour to resolve amicably any dispute arising from their Agreement. To ensure validity, interpretation and execution, these GTC are governed by Act V of 2013 on the Hungarian Civil Code and the other provisions of Hungarian law. In the event of a dispute the Tribunal Court of Székesfehérvár (Székesfehérvári Törvényszék) shall have sole jurisdiction.