I. OPENING PROVISION
1. These general terms and conditions (hereinafter referred to as the "Terms and Conditions") are issued in accordance with Art. 273 of the Commercial Code, as amended, and govern the contractual relationships established between the company Interplastics s.r.o. seated at Gorkého No. 10, 811 01 Bratislava, registered in the Commercial Register kept by the District Court in Bratislava I in Section Sro in Insert No. 118264/B, identification No.: 35950196 on the one part (hereinafter referred to as the "Seller") and the Buyer, which is
1.1. An entrepreneur if it is evident in the light of all the circumstances as of the moment of entering into the purchase agreement that it relates to the business of the entrepreneur,
1.2. The state, a government organization, autonomous territorial unit or a legal entity established as a public institution if the purchase agreement relates to the provision of public service or the own needs of such a customer.
2. These Terms and Conditions shall become a part of any and all agreements and the Buyer agrees to these conditions at the moment of placing a purchase order with the Seller.
3. The Seller is entitled to amend the Terms and Conditions from time to time.
4. Any arrangements differing from these general terms and conditions are only binding upon the Seller if expressly confirmed in writing by authorized persons on behalf of the Seller.
II. THE SUBJECT MATTER OF THE PERFORMANCE OF THE AGREEMENT
The deliverable is the supply of the Goods as agreed between the Seller and the Buyer in the Purchase Agreement or based on a purchase order.
III. METHOD OF CONCLUDING A PURCHASE AGREEMENT
1. An Agreement is concluded based on a binding purchase order (draft Agreement) of the Buyer which shall be considered a proposal to conclude an agreement. The Buyer is bound by its purchase order for four weeks from the submission thereof to the Seller.
2. The Agreement is concluded when a purchase order of the Buyer is acknowledged by the Seller.
3. By submitting a binding purchase order to the Seller, the Buyer expresses its unconditional consent to these Terms and Conditions.
4. Purchase orders are accepted by phone, e-mail, fax, regular mail, or in person. The Seller requires that each purchase order contained the following information:
4.1. business name and registered office of a Buyer that is a juristic person,
4.2. name, surname, place of business of a Buyer who is a natural person,
4.3. identification number and tax identification number if the Buyer is registered as a payer of value added tax,
4.4. identification of the required Goods,
4.5. place of delivery, method of collection and transportation,
4.6. signature of the person authorized to order the Goods,
4.7. specific requirements for the Goods (if any),
4.8. other data deemed important by the Buyer,
4.9. delivery date,
4.10. fax number or e-mail address in cases when the Buyer or the Seller requires confirmation of the purchase order.
5. The Seller shall confirm acceptance of the purchase order by sending a purchase order acknowledgement, by signing the Agreement or by another written notice of the acceptance thereof by fax to the number indicated on the purchase order or by e-mail if the Buyer expressly asks for a confirmation of the purchase order,
6. Accepted purchase orders and Agreements are binding to the Buyer and cannot be canceled.
IV. DELIVERY DATE AND DELIVERY TERMS
1. The periods for delivery commence on the date of the Agreement, whereas the binding deadline for the supply of the goods will be confirmed by the Seller together with confirmation of the purchase order – Agreement of the Buyer.
2. The obligation of the Seller to deliver the Goods is complied with on the day of the Seller's advance notice of the Goods being ready to be sent to the Buyer or taken over (accepted) by the Buyer.
3. The Seller is not liable for damages or other claims arising from any delay in delivering the Goods if the delay is caused by circumstances excluding liability occurring on the part of the Seller.
4. If the Seller is late delivering the Goods or if it fails to comply with this obligation within a reasonable additional period of time of at least 15 working days set by the Buyer, the Buyer is entitled to withdraw from the Agreement or the unfulfilled part thereof because of such a substantial breach of the Agreement.
5. The Seller will deliver the Goods to the Buyer to the place specified in the purchase order.
6. The Buyer shall check the completeness and quality of the supplied Goods upon receipt of the Goods. Claims regarding incompleteness of the supplied Goods will neither be considered nor taken into account after five working days thereafter (with the exception of defects covered by warranty for each type of the delivered Goods as per the Commercial Code).
7. At the moment of receipt of the Goods, the Buyer shall confirm a delivery note specifying the supplied Goods or another document confirming delivery presented to it by the carrier. In the event that packaging of the Goods delivered via carrier shows damage, the Buyer shall draw with the carrier a record on the damages indicating the extent and type of damage to the packaging. If such a record is not drawn up, no complaint regarding the quantity of or damage to the Goods can be raised later on.
8. Transport of the ordered shipment and the payment terms shall be listed in the offer of the Seller and in the purchase order acknowledgement.
9. The Seller is authorized to perform partially as well and the Buyer is obliged to accept partial fulfillment of the subject matter of the Agreement.
10. The risk of loss, destruction or damage to the Goods passes from the Seller to the Buyer at moment of taking over the Goods by the Buyer.
V. PURCHASE PRICE OF THE GOODS AND PAYMENT TERMS
1. The price of the Goods is stated in the Seller's price list and the decisive price is the price of the Goods listed on the tax document - invoice.
2. Unless another price is agreed in writing or unless it is laid down by a separately issued new price list during the year, it is the valid purchase price of the Goods and services for a purchase agreement on the given day. The Buyer will be informed in case of change to the purchase price applying to an unconfirmed purchase order. The Buyer will be offered the option to either agree to the changed purchase price or cancel the purchase order. The prices are valid until further notice or until the date of issue of a new pricelist of the Seller.
3. The price of the Goods is determined by a pricing proposal.
4. Based on a request by the Buyer, the Seller shall provide to the Buyer the current price list of the Goods and to keep the current price list available for inspection at the registered office of the Seller and at all its facilities.
5. The price may change daily, depending on the market situation.
6. The price is in EUR unless stated otherwise.
7. An existing price list is invalidated on the day of issue of a new price list.
8. The Seller may grant a discount based on a separate agreement to a Buyer who orders Goods over a longer period of time and buys certain quantities of the Goods.
9. The Buyer undertakes to pay the purchase price for the Goods by the due date listed on the invoice.
10. The Seller shall send the Buyer an invoice for the purchase price of the Goods together with the ordered Goods. The invoice shall contain the necessities of a tax document.
11. The Seller is entitled to bill even a partial fulfillment of a purchase order and the Buyer shall pay such invoiced amount within the due date thereof.
12. In case of the Buyer being in arrears regarding payment of any invoiced amount or a part thereof, the Seller is entitled to charge the Buyer also the agreed-upon contractual penalty of 0.05% for each day of delay in addition to statutory default interest. In case of the Buyer being in arrears, the Seller is also entitled to damages caused by the delayed payment.
13. In case of delay of payment of any invoiced amount or a part thereof, the Seller is entitled to withhold supply of further Goods to the Buyer until the full payment of all monies due by the Buyer to the Seller which is overdue. The Seller is not in arrears delivering the Goods during this period of time.
14. Withholding payments or decreasing payment by the Buyer because of counterclaims is not permitted unless agreed otherwise in writing.
15. Payment is deemed to be made at the time when it is credited to the bank account of the Seller or when receipt of payment in cash is confirmed.
16. Based on the agreement of the parties, payments for the Goods may be made in the following ways.
17. No part of the purchase price for the Goods shall be paid by one-sided set-off by the Buyer of a receivable to which the Buyer is entitled towards the Seller, unless the parties agree otherwise.
18. If the Buyer fails to fulfill its obligations to the Seller and/or fails to take over the Goods and/or fails to pay the required security within 14 calendar days of notification of readiness of the Seller to hand over the Goods, the Seller is entitled to withdraw from the agreement without further notice and without providing further period of time for such fulfillment. If the Seller withdraws from the agreement, the Seller is entitled to request the Buyer to pay contractual penalty in the amount of 20 % of the purchase price for breach of the obligations of the Buyer providing the reason for withdrawal from the agreement by the Seller. Claim for damages shall not be affected thereby.
VI. RETENTION OF TITLE
1. The ordered Goods shall become the property of the Buyer at the moment of full payment of the purchase price, i.e. on the day of crediting the purchase price to the Seller's bank account in full.
2. In case of an intervention of a third party, especially when the Goods are retained by a third party, the Buyer is obliged to avoid the damage which may be caused by overcoming the intervention of the third party by notifying the Seller by registered letter without any delay, including the exact description of the Goods retained. The costs of measures to eliminate the intervention of the third party including but not limited to any costs of legal or other proceedings shall be fully borne by the Buyer.
3. If enforcement or other similar proceedings is initiated regarding the assets of the Buyer, bankruptcy is declared or a proposal is made for settlement against the Buyer, if the Buyer fails to comply with its obligations to the Seller including but not limited to failure to comply timely with mandatory payments, or if the Buyer stops payments, all of its obligations to the Seller shall become due immediately.
4. If for any reason the Buyer does not acquire ownership right or the right to use the Goods at the moment of immediate maturity of its liabilities to the Seller, the Buyer loses its ownership right or the right to use the Goods. At the same time, the Seller reserves the right in this case to require the immediate handover thereof to the exclusion of any lien of the Buyer and the Seller is also entitled in this case to secure the immediate ownership and possession thereof. The Seller is entitled to sell the Goods at a public auction or otherwise while being obliged to sell it at the highest price that can be achieved. The proceeds from such a sale shall be used to pay the receivable of the Seller, accessories first and then the principal amount. If the proceeds from the sale exceed the obligations of the Buyer, the rest of the amount will be paid to the Buyer in cash. If this process does not pay all obligations of the Buyer in full, nothing in these Terms and Conditions shall prevent the enforcement of the receivables of the Seller.
5. All costs of obtaining the Goods under Section 4 and paying the debts to the Seller shall be borne by the Buyer in full.
VII. WARRANTY AND LIABILITY FOR DAMAGES
1. The warranty period begins upon receipt of the Goods by the Buyer and its length depends on the warranty provided by the manufacturer of the material.
2. The Buyer understands that Goods (material) of the Seller described NT, near to prime, OG, off grade, OFF, or NTP is material that has some technical and/or visual deviation from the prime material and is supplied without any quality certificate. These are especially start-up and transition materials or materials with different parameters in comparison to the prime material. These are materials that do not meet the required technical or visual parameters of the prime types and therefore these materials cannot be subject to a warranty claim because of this. Also, neither the manufacturer nor the Seller is responsible for the quality of products made from this material. The customer purchases these entirely at its own risk. The Seller therefore recommends to pay attention to the ongoing production using these materials or to test each type of such material in advance.
3. The Buyer shall immediately notify the Seller in writing of any defects in the Goods. Obvious defects must be notified by the Buyer in writing no later than 5 days after receipt of the Goods and hidden defects must be notified not later than within six months. The Buyer shall notify the Seller immediately of defects that can cause damages. The Buyer can lodge a warranty claim solely regarding Goods which have not yet been processed and are still in the original packaging.
4. Written notice of defects of the Goods shall include a detailed description of the defect or how the defect manifests itself.
5. The warranty claim does not suspend the due date of the invoice by which the price was invoiced. The Buyer bears the risk of damage caused to the Seller as a result of a breach of its obligations under this Article.
6. Each warranty claim shall be dealt with at the registered office of the Seller.
7. Warranty claims including highlighted defects will be processed without delay, no later than 30 calendar days from the date of the warranty claim, unless the Seller and the Buyer agree otherwise.
8. The Seller shall make good recognized defects by alternate fulfillment (if identical Goods are available at the warehouse of the Seller at the time of dealing with the warranty claim), credit note or in another agreed manner, at the latest within one month of receiving the warranty claim.
9. In the event that Buyer notifies the Seller of defect of the Goods and no defects of the Goods are revealed for which the Seller would be responsible, the Buyer shall compensate the Seller for the costs incurred by the Seller finding ineligibility of the claim.
10. Under a warranty claim, the Buyer has the right to:
a) In the event that it is a removable defect,
aa) the right to have the Goods replaced,
bb) the right to an adequate discount off the price of the Goods,
cc) the right to withdraw from the purchase agreement
b) In the event that it is an irreparable defect:
ba) exchange of the defective Goods,
bb) to withdraw from the purchase agreement
11. Warranty does not cover defects of the Goods caused by the use of the Goods for another purpose than is usual for the Goods, by the Buyer or a third party tampering with the Goods and defective Goods regarding which it cannot be proven that it was caused by using the wrong material, especially defects of the Goods resulting from misuse, using inappropriate chemicals and all other causes through no fault of the Seller. With regard to liability for defects and liability under the warranty, the Seller is not obliged to remove defects of the Goods free of charge at a place different from the registered office of the Seller or at the place agreed to for the given Goods.
12. The provisions of Art. 422-427 and Art. 429 et seq. of the Commercial Code in force at the time the Agreement was negotiated are binding on the parties for the application of liability for defects.
XIII. WITHDRAWAL
1. Each of the parties may withdraw from the agreement in the event of substantial breach of contractual obligations by the other party. The withdrawal must be in writing and must be delivered to the other party into their own hands. Each withdrawal from the Agreement is further governed by the provisions of Art. 344 et seq. of the Commercial Code, as amended.
2. A substantial breach of contractual obligations of the Buyer is (but is not limited to) the Buyer being in arrears regarding payment of the purchase price for more than 10 calendar days from the due date of the invoice or invoices.
3. In the event that the Seller withdraws from the Agreement (also regarding a part of the performance), the Buyer shall return to the Seller within 7 calendar days of the withdrawal the delivered Goods (or part of the Goods to which the withdrawal applies).
4. A withdrawal does not prejudice the claim for payment of contractual penalty and of storage fee.
IX. FINAL PROVISIONS
1. Any amendments to the Agreement and to these Terms and Conditions shall be in writing only and made by written numbered amendments to the said contractual documents.
2. Invalidity of a provision shall not affect the validity of the remaining provisions of the General Conditions.
3. The provisions of the Agreement shall prevail over the provisions of these terms and conditions.
4. The governing law is the applicable law of the Slovak Republic in each case.
5. The parties undertake to maintain confidential all information of proprietary nature and confidential information that they learn in connection with the Agreement and its implementation as well as in the course of negotiations and neither to publish nor to disclose such information to third parties without the written consent of the other party (except as laid down by legal regulations).
6. These Terms and Conditions are valid from May 1, 2014 and shall be published by the Seller at its website www.interplastics.sk
