General Sales and Delivery Terms & Conditions (herein called „GTC“) of the company SOHLED, s.r.o., Nitrianska cesta 60, 958 15 Partizánske, Slovak Republic
I. Scope of validity
1. Our GTC apply to all our proposals, deliveries and fulfilment. Different conditions of the Customer are binding for us only if they are expressly acknowledged in written form by us.
2. Our GTC also apply to current and early future deals, when this is not explicitly stated if they were in the previous Contract established exclusively by our GTC.
1. Unless expressly agreed otherwise, the delivery shall be performed from the Supplier's production or the warehouse.
a) Ours delivery dates are not binding unless agreed otherwise.
b) In case of non-compliance with the non-binding delivery date, the Supplier is obliged to make the delivery within four weeks after delivery written request by Customer. After this period, the Supplier gets into a delay.
c) Force majeure, labour force measures, uncaused by official measures inland and abroad, uncaused loss of energy, as well as unpredictable, unintentional and serious interference and restriction at the Supplier´s premises, including but not limited to those can be attributed to the effect on the agreed supply of raw materials or other cases of force majeure which have persisted, or they are likely to last longer than one week, they justify Supplier to the relevant postponement of delivery dates. However, the condition for this is that Supplier develops in advance maximum effort and ensure all possible conditions which reduce or eliminate the consequences of supply disruption. If delivery gets delayed due to the above circumstances by more than three months, both contractual parties are entitled to withdraw from the Contract. Claims for damages due to non-fulfilment or delayed fulfilment are excluded. If it is clear that there has been an interruption in the supply of the above kind, the Customer must be notified immediately.
3. Partial deliveries shall be permitted without special agreement, if possible for Supplier.
4. Arrangements with agreed partial deliveries (partial orders) oblige the Customer to take over these partial deliveries in approximately equal monthly amounts, unless agreed otherwise.
III. Attachment of risk
Valid for all deliveries, there is a risk of accidental destruction and deterioration of the subject of delivery. This risk passes on Customer at the moment when goods are handed over to the shipping company, from the production or from the dispatch warehouse.
1. The invoiced amount is due within 10 days from the date of invoices issuance without deduction. Payment is considered timely only if the Supplier may dispose with money of the value on same day of invoice maturity from the account provided by him.
2. In case of late payment, interest for late payment shall be due 20% p.a. The right of the Supplier and the Customer to prove higher or lower damage remains unaffected.
3. Payment by bill of exchange is possible only with the prior consent of the Supplier. Discount costs and bill of exchange costs are borne by the Customer.
4. Significant deterioration of property relations of the Customer authorizes the Supplier to execute pending orders only against payment, while the other rights of the Supplier remain unaffected. Based on the above mentioned conditions Supplier's receivables against the Customer become deals, if have been made, payable immediately. Instead of this the Supplier can voluntarily actualize the assigned receivables or request the return of goods which have been subject to a reservation ownership is held by the Customer at the expense of Customer.
V. Ownership rights
1. The Supplier reserves the ownership of the subject of delivery until full payment of the purchase price is done. If the Customer is an entrepreneur, the Supplier also reserves ownership of the subject of delivery until complete fulfilment of all claims that the Supplier has on the commercial basis of relations with the Customer.
2. In the case of processing of the delivered goods or their connection material, the Supplier shall acquire co-ownership of the newly manufactured item in the ratio of the value of the reserved goods to the value of the new item created by the processing. The moment of processing is essential for determining the value of both reserved goods and processing. The Customer will perform the processing for the Supplier without obtaining any claims from the processing against the Supplier. The Customer undertakes to carefully store the reserved goods for the Supplier. If the Supplier does not acquire co-ownership in the merger of several things, the Customer already transfers the co-ownership share to him free of charge in accordance with paragraph V, point 2, provisions 1 and 2.
3. In the case of resale of a new product by the Customer instead of securing the product, a proportional part of the receivable for the purchase price from the resale belonging to the Customer pursuant to paragraph V, point 2, provisions 1 and 2 is made for securing instead of the product. The Customer already waives a proportionate part of the receivable from the receivable to the purchase price and the Supplier hereby accepts this waiver.
4. If the Customer sells the purchased goods not further processed, the Customer already withdraws the Supplier of all receivables that will belong to him from the sale, together with all ancillary rights, up to the amount of the Supplier's receivable. The Supplier hereby accepts this withdrawal.
5. If guaranties exceed the Supplier's requirements by more than 10%, the Supplier is obliged to release in excess of the relevant guaranties in favour of the Customer upon his request.
6. The Customer is obliged to immediately notify the Supplier in written form, if it occurs in connection with reserved goods with goods co-ownership rights of the Supplier or with the Supplier with a pre-assigned claim the enforcement of the decision. The Customer is obliged to immediately notify the body executing the decision and the creditor in the event of enforcement of the decision that the goods are still in the exclusive ownership or co-ownership of the Supplier, respectively that the receivable has been waived.
1. Delivery will be performed according to the written data of the Customer and pre-confirmed patterns of the Customer.
2. Patterns show the appearance of the goods, they show the approximate appearance of the product. Deviations that do not reduce the utility value must be taken into account. By colour skin and thunite material, colour variations are possible.
3. Complaint of obvious defects must be made in written form at Supplier within a preclusive two-week period from the moment of taking over the goods.
4. Complaint of hidden defects must be made in written form at Supplier within a preclusive two-week period from the moment when defects are discovered, but not later than within three (3) months from the date of delivery of the goods.
5. In the case of an approved complaint not yet processed or processing goods, the Customer can only request a replacement of delivery. In the event of an unsuccessful replacement of delivery, the Customer is only entitled to withdraw the Contract.
6. Supplier's liability for direct damages based on the Contract atypical circumstances which the Supplier could not have foreseen are excluded.
7. The liability for the promised properties is not by prior provision affected.
8. If the Customer is not an entrepreneur in the sense of valid legal adjustments, the following shall apply:
a) Complaint about hidden defects must be made in written form within the statutory warranty period. This also applies if a longer period than the statutory warranty period is agreed.
b) In the event of an approved complaint concerning unprocessed or processing goods, the Customer can only request a replacement of delivery. In the event of an unsuccessful replacement of delivery, the Customer is entitled to withdraw the Contract or demand a reduction in payment.
c) Paragraph VI. point 6 does not apply.
VII. Ostatné nároky na náhradu škody
1. The Customer's claims for damages resulting from the positive breach of an obligation, breach of obligations in contractual negotiations and illegal activities are excluded. This does not apply if the bad intention or gross negligence of the Supplier, his legal representative or his assistants is proven.
2. In case the liability of the Supplier under point 1 of this paragraph is excluded, this also applies to its employees, as long as they are considered directly accountable by the Customer.
VIII. Instructions for use and technical instructions
Even with technical support and support when using by Customer, the Supplier bears the risk of success of his work. Any eventual claims of the Customer against the Supplier under paragraph VII. are hereby excluded.
The Customer is entitled to set off against the payment claim of the Supplier only an undisputed or legally determined counterclaim.
X. Place of court and registered office
Partizánske is designated as the place of fulfilment for all deliveries. Exclusively by the competent courts for all disputes between us and the Customer are courts competent to the registered office of the company SOHLED Ltd., this also applies to receivables from promissory notes and checks.
XI. Final provisions
1. Ancillary agreements, promises, amendments or additions to the Contract must be confirmed in writing by the Supplier.
2. Should the individual provisions of these GTC be in whole or partially invalid, the outstanding provisions remain valid. Instead of an invalid provision, the contracting parties shall agree on another valid regulation which will correspond as economically as possible to the invalid provision.