General terms and conditions
General business conditions for the delivery of goods and services of VALPLAST SK, spol. s r.o.,
IČO: 47129778, with its registered office at Hana Meličková 1 / g, 841 05 Bratislava, entered in the Commercial Register of the District Court of Bratislava I., section: Sro, file no. 89108/B.
These General Terms and Conditions (hereinafter referred to as “GTC”) regulate in accordance with Act no. 513/1991 Coll. The Commercial Code, as amended, reciprocal rights and obligations between the Supplier and the Customer (the Supplier and the Customer further together as the “Contracting Parties” and at the same time each separately as the “Contracting Party”).
The GTC form an inseparable part of the contractual relationship with the Customer, in particular the purchase contract, the work contract, the offer, the order confirmation concluded between the Supplier and the Customer (hereinafter referred to as the “Contract”).
If the Supplier is not the owner of the delivered Goods and only mediates the given trade, only those provisions of these GTC which come into consideration for the given trade shall apply mutatis mutandis between the Contracting Parties.
The conclusion of all Contracts between the Supplier and the Customer is governed exclusively by these GTC, unless otherwise agreed in writing between the parties. Other business conditions of the Customer are not binding for the Supplier even if the Supplier has not expressly expressed its disagreement with them. Any previous and future telephone or oral arrangements and assurances are binding only after written confirmation by the Supplier. Written confirmation can be in paper or electronic form.
The Customer’s business conditions apply only if the Supplier has given its express written consent to them when concluding the relevant contract. In the event of a discrepancy between the Supplier’s GTC and the Customer’s business conditions, it applies that the Contract is nevertheless validly concluded, but only to the extent
business conditions do not conflict. In the event that one of the Contracting Parties excludes the possibility of concluding such an Agreement at the latest without undue delay after the exchange of expressions of will to conclude the Agreement, the Agreement will not be concluded. In the event that the Contract is validly concluded despite the conflict of business conditions, the Contracting Parties undertake to amend the Contract without delay to the extent to which the business conditions conflict.
The designation of the Goods corresponds to the commercial and technical documentation of the Supplier or the Manufacturer, especially the Technical Data Sheet. Tenders are not binding as far as the image and description of the Goods are concerned. The Supplier or the Manufacturer reserves the right to make changes, improvements and modifications to the Goods.
Any information contained in the offer of the Supplier or Manufacturer remains the Intellectual Property or trade secret of the Supplier or Manufacturer and is subject to protection in accordance with applicable law. Any transfer of this information to third parties without the prior express and written consent of the Supplier or Manufacturer is not permitted. Violation of this provision by the Customer is considered a gross breach of the contractual relationship between the Supplier and the Customer and the Supplier has the right to withdraw from the Contract, and may require the Customer a contractual penalty of up to 50% of the Purchase Price or work price for each individual violation of their rights; however, this does not affect the Supplier’s right to compensation for damages in full, as well as the right to further refrain from unlawful conduct by the Customer. This provision on the confidentiality of information also applies in the event that a contractual relationship with the Customer is not concluded on the basis of the Supplier’s offer. The potential benefit of the Customer, which arose from the unauthorized use of this Confidential Information, in such a case belongs to the Supplier in full. The amount of the said contractual penalty is not affected in any way.
All orders and their possible changes are binding only at the moment when they are thus confirmed in writing by the authorized person of the Supplier or the Manufacturer. These GTC are always part of the order confirmation and the Customer expresses his unconditional consent with them, unless the Supplier expresses a will to reject them within 3 working days. The Customer expresses his consent to these GTC, inter alia, by taking over the Goods from the Supplier or the Manufacturer.
3. Purchase price, payment and delivery conditions
The purchase price is based on the recommended prices of the Manufacturer of the Goods. The Purchase Price is the price offered by the Supplier and accepted by the Customer (hereinafter only referred to as the “Purchase Price”).
The currency is in accordance with the relevant offer, confirmed order and invoice. Unless otherwise agreed in writing. The purchase price does not include fees, the current VAT rate, excise taxes, or customs duties in accordance with applicable tax, customs and legal regulations.
Delivery conditions are governed by INCOTERMS 2010 conditions. Unless otherwise agreed in writing, the Purchase Price is calculated on FCA parity, ie. in the Supplier’s warehouse, specified in the Order Confirmation and does not include costs associated with transport, packaging and insurance.
Payment terms are in accordance with the relevant offer, confirmed order and invoice. Unless otherwise stipulated in writing in the Contractual Relationship between the Supplier and the Customer, the Purchase Price in the full invoiced amount shall be paid before delivery of the Goods. Payment means crediting the payment to the Supplier’s account. Any fees associated with the transfer of the amount shall be borne by the Customer. In the event that a payment term has been agreed with maturity and if the Customer refuses to take over the Goods, or does not provide co-operation for delivery or does not pick up the Goods, despite the Supplier’s permission, it is considered that the Goods have been delivered and the Supplier is entitled to bill Purchase price. If the Customer does not take over the Goods even 30 days from the moment when he should have taken over the Goods, the Customer is obliged to pay the Supplier a Contractual penalty in the amount of 30% of the Purchase Price of the Goods and the Supplier is also entitled to withdraw from the Contract.
In the event of the Customer’s delay in payment of the Purchase Price for performance under the concluded Contract with the Supplier, the Customer is obliged to pay the Supplier a Contractual penalty of 0.05% of the amount due, for each day of delay. This Contractual Penalty does not affect the Supplier ‘s right to
damages in full or interest on arrears.
In the case of ordering and non-collection of the Goods by the Customer, the Customer will be charged all costs associated with this, such as. vain departure of the Supplier’s carrier, storage of the Goods until the missed collection of the Goods, resp. until the settlement of obligations on the part of the Customer in the event of non-collection of the Goods at all. The storage of the Goods will be charged in the amount of 0.3% of the Purchase Price of the Goods for each and every day of delay. The Goods stored in this way will be issued to the Customer only after full payment of the full price of the Goods, including storage and related costs. The Supplier shall send the Customer a request for payment of the amount due. The tax document will be issued after full payment of the full price of the Goods, including the costs specified in this Article 3.6. In the event of a delay in payment based on the sent request for payment to the Customer, the Supplier is entitled to sell the Goods to another interested party. The goods will be re-ordered and delivered to the original Customer at the earliest after payment of the advance invoice. For such a case, there is no delay in delivery by the Supplier.
The Supplier and the Customer have agreed that, within the framework of their Contractual Relationships, only undisputed receivables or receivables that have been granted to the Customer by a valid and enforceable court decision are set off against the Supplier. The Customer and the Supplier have further agreed that within their Contract
relations, all due and outstanding receivables can be set off against the Customer, regardless of their possible limitation period.
In the event of the Customer’s delay in paying the Purchase Price for performance under the concluded Contract with the Supplier, the Supplier may suspend or cancel further deliveries of the Goods and withdraw from the Contract. Such suspension and cancellation of deliveries of the Goods shall not be considered a breach of the Contract and the Supplier shall not be liable for any damages incurred.
4. Delivery time and method of delivery
In order to comply with the delivery period, the precondition is the timely acceptance of the order, the Contract, or other necessary documents by the Customer, as well as compliance with the agreed payment terms or other obligations. If these preconditions are not fulfilled in time and properly, the delivery deadlines will be extended proportionately and the Supplier may not be in delay with the delivery of the Goods until the expiry of the extended period.
Binding confirmation of the delivery date of the Goods by the Supplier is possible only after binding confirmation of the delivery date of the Goods, most often by a foreign Manufacturer / Supplier of the Goods. Unless otherwise agreed in writing, the delivery time means the availability of the Goods in the stock of the Manufacturer / Supplier.
If the Supplier is in delay with the delivery of the Goods, it may inform the Customer of a reasonable additional period for the delivery of the Goods. By changing the delivery period, the Customer is not entitled to compensation for damages or a contractual penalty (with the exception specified in Article 4.5 of the GTC). If the additional period for delivery of the Goods exceeds 60 days, the Customer has the right to withdraw from the Contract. This does not apply in cases caused by force majeure, which, even if the Supplier wanted, is not able to influence them. In the event of force majeure, the Customer is not entitled to claim compensation for damage or other damage caused thereby, nor is the Customer entitled to a contractual penalty for extension with delivery of the Goods. At the same time, it is not decisive whether at the time of concluding the Contract such a cause already existed, could have existed or occurred later and whether it could have been one of the Contracting Parties at the signing of the Contract.
In the event of non-delivery of the Goods to the Supplier by the Manufacturer or subcontractor, the Supplier reserves the right to a reasonable extension of the delivery period or to unilaterally withdraw from the Contract. This does not give rise to any claims against the Supplier against the Supplier, except for the return of the performance already provided. The Customer will be immediately informed of such a condition by the Supplier.
If the delivery period is extended through the fault of the Supplier, the Customer has the right to demand from the Supplier a contractual penalty of 0.05% for each and every day of delay, but not more than a total of 5% of the Purchase Price of the delivered Goods.
Unless otherwise stated in the Contract, the Goods are delivered by the Supplier by delivering them to the first carrier for the purpose of its transport for the Customer.
If the Customer refuses to take over the Goods, even if the Supplier has fulfilled its obligations under the Contract, whether it was ready to fulfill them, it is considered that the takeover took place on the day of the refusal to take over the Goods. The delivery of the goods is also considered to be sold without protocol and without defects, if the subject of the delivery began to be used by the Customer.
5. Transfer of ownership rights
The Goods remain the property of the Supplier even after the entry into force and effectiveness of the Contract and after the sale of the Goods to the Customer. Ownership of the Goods passes to the Customer at the earliest at the time of payment of its full Purchase Price and fulfillment of all claims that the Supplier asserts against the Customer on the basis of mutual contractual relations (hereinafter referred to as “Reservation of Ownership”)
The Customer is not entitled to provide such Goods for the security of a third party during the Reservation of Ownership and to manipulate them in any way in this regard. The Customer is obliged to detain such Goods, seize them or otherwise dispose of them by a third party for this condition, i. To notify the third party of the reservation of ownership, as well as to inform the Supplier about these facts without delay.
In the event of a breach of obligations under the contractual relationship between the Supplier and the Customer by the Customer, especially if the Customer is in arrears with payment of its financial obligations, the Supplier is entitled to demand the return of such Goods with Retention of title back to the Supplier, even without withdrawal from the Contract. In such a case, the Customer is obliged, at its own expense and on the basis of the Supplier’s request, to deliver the Goods to the Supplier without delay by delivery directly to the Supplier’s warehouse or by handing over to the carrier or another person authorized by the Supplier to deliver the Goods to the Supplier’s warehouse. Otherwise, it is considered that the Customer agrees that the Supplier shall take the Goods in question from the place where the Customer placed the Goods at the Customer’s expense.
Liability for damage to the Goods passes to the Customer by selling the Goods to the first carrier in the warehouse of the Supplier or the Manufacturer, unless expressly agreed and confirmed otherwise by the Supplier (according to the agreed delivery conditions in accordance with INCOTERMS 2010).
The supplier reserves the right to make partial deliveries within the total order and to charge the costs associated with their transport and packaging separately.
The Customer undertakes to provide its economic data to the Supplier if requested to do so. These include, in particular, the balance sheet, the profit and loss account, cash flow and the auditor’s report, if available. This information may be requested by the Supplier in order to assess the Customer’s ability to meet its payment obligations. In such a case, the Supplier undertakes to treat this information as Confidential Information and not to provide this information to third parties.
The Customer is obliged to inform the Supplier without undue delay of any fact that could endanger the financial stability of the Customer and its ability to fulfill the obligations arising from the concluded Contracts with the Supplier. Such facts include, in particular, the opening of insolvency proceedings or
initiation of any legal dispute, arbitration or administrative proceedings against the Customer, which could result in a threat to the Customer’s payment obligations. If the Customer does not inform the Supplier about such a fact, or informs untruthfully or informs inaccurately, then the Supplier is entitled to withdraw from the contractual relations with the Customer.
The Customer may use the trademarks provided by the Supplier only with the written consent of the Supplier.
6. Warranties, complaints
The Goods are guaranteed according to the warranty conditions of the Manufacturer of the Goods.
The goods are defective if they do not correspond in terms of quantity, quality or packaging to the conditions set out in the Purchase Agreement.
After delivery to the destination, the Customer is obliged to inspect the Goods without undue delay. In the event of a defect during the inspection after delivery of the Goods, the Customer is obliged to notify the Supplier of the complaint within 3 days of the inspection. In the event of a defect found by laboratory analysis, the Customer is obliged to report the complaint within 14 days of inspection. Subsequent claims will not be considered and will not be accepted. By processing the Goods, the Customer confirms that the Goods are free of defects.
Complaints due to damage to the Goods during transport and handling must be made to the carrier immediately upon receipt of the Goods, it is necessary to obtain sufficient photo documentation of the case and write a complaint protocol with the carrier. The Customer is obliged to inform the Supplier about this fact without delay.
Defects in deliveries caused by unprofessional or unauthorized intervention of the Customer or third parties and defects that have been proven to have arisen from the use of damaged equipment or a non-standard processing mode of the Goods are excluded from the warranty. Also excluded are defects caused by non-compliance with operating regulations, excessive stress, improper storage, chemical and electrolytic influences, atmospheric disturbances and all other causes not caused by the Supplier or the Manufacturer. The Supplier is responsible for the Goods of third parties delivered by the Supplier only within the scope of the warranty conditions of these third parties. The right to make a complaint does not arise in the case of insignificant deviations from the agreed properties or standards, or in the case of a negligible limitation of the usability of the Goods.
Each claim must be in writing (mail, fax, letter) and the claimed defect must be described in detail. In particular, the trade name, batch number, delivery date of the Goods and a documented invoice for the Goods must be provided. The contact details of the person authorized to resolve the complaint in question on behalf of the Customer must also be provided. A complaint that does not contain the information specified in the previous sentences of this article is not considered proper and the Supplier does not have to take it into account. The Customer shall provide the Supplier with a reasonable period of time to eliminate the defect, or shall provide additional performance.
The Supplier, or the Manufacturer, has the right, through its representatives and authorized persons, to carry out an on-site investigation into whether the complaint is justified or not. The customer is obliged to allow this. If the complaint is recognized as unjustified, the Customer is obliged to pay the Supplier or. All costs incurred by the manufacturer in connection with the claim, including travel costs.
In the event of a justified complaint, the Customer may request a discount on the Purchase Price of the Goods or the delivery of a replacement Goods. In the case of delivery of replacement Goods, the Customer is obliged to return the claimed Goods to the Supplier in the condition in which he received them. Any delivery of replacement Goods will be in a quantity that corresponds to the quantity of returned Goods in the condition in which the Customer received it from the Supplier.
In the case of Goods sold at a lower price than usual, the warranty does not cover defects for which a lower price has been agreed.
Capitalized terms used in these Terms and Conditions have the following meanings:
Customer: a natural or legal person who directly or indirectly procures the Goods of the Supplier, or the Manufacturer, or with whom the Supplier has negotiated or concluded a Contract.
Supplier: VALPLAST SK, spol. s r.o., IČO: 47129778, with its registered office at Hana Meličková 1 / g, 841 05 Bratislava, entered in the Commercial Register of the District Court of Bratislava I., section: Sro, file no. 89108/B.
Manufacturer: a subcontractor of the Supplier or, most often foreign, the manufacturer of the Goods, the sale of which is contractually arranged or mediated by the Supplier.
Goods: products of the Manufacturer or the Supplier and their subcontractors, which are the subject of the Contract and all services performed by the Supplier or the Manufacturer in this context.
Confidential Information: This is any information relating to the business matters of the Supplier, Manufacturer or Goods that is not freely available. The obligation to maintain confidentiality continues even after the expiration of this agreement.
Intellectual property: all technologies, trade secrets, know-how, information, price lists and other documentation of the Supplier or the Manufacturer.
Technical sheet: a document that contains a description of the Goods, the recommended use and information on the expected properties that characterize the Goods.
8. Dispute resolution and applicable law
In the event of any dispute between the Contracting Parties in relation to the Purchase Agreement, its interpretation or application, the Contracting Parties shall make every effort to resolve such dispute amicably. In the event that the Contracting Parties do not resolve the dispute amicably, all disputes arising from the Agreement, as well as these GTC, including disputes over their validity, interpretation or cancellation, will be resolved before the Arbitration Court of the Slovak Chamber of Commerce and Industry in Bratislava according to its basic internal rules. legislation. The parties shall submit to the decision of this court. Its decision shall be binding on the Contracting Parties.
Legal relations between the Supplier and the Customer are governed by the law of the Slovak Republic.
9. Other provisions
The Contract may be amended only by numbered written amendments signed by all Contracting Parties.
The unenforceability, invalidity or ineffectiveness of any provision of the Agreement or these GTC does not affect the enforceability, validity and effectiveness of other provisions.
These GTC replace all previous versions of the Supplier’s GTC from the time of their validity. Validity of these GTC: from 1. 2. 2015.