General terms and conditions of delivery
General terms and conditions of delivery of the company SLAVIA GRATINGS s.r.o.
Following General Terms and Conditions of delivery of the company SLAVIA GRATINGS s.r.o.(hereinafter referred to as VODP) are the bases for all the commercial arrangements for the sale of their products to the customers, or for the supply of goods for the company SLAVIA GRATING s.r.o..
I. SUBJECT MATTER
1. SLAVIA GRATING s.r.o., established in Ku Surdoku 8484, 080 01 Presov, company registration number: 45 236 054, registered in the commercial register of the district court Presov, Section Sro, record No. 22111/P (hereinafter the company or contractor) create these VODP, which regulate legal relations in trade between the Company and third parties.
2. VODP are an integral part of the contractual relationship between the company and its authorized contractor for sale of its products, or the goods delivered to them regardless of whether the buyer is private person or legal body. Buyer is referred to customer, too.
3. VODP are published and available at the premises of the company and in the electronic form on the website www.slaviagratings.eu
4. VODP are binding to all the contractual parties, i.e. participants of the contractual relationship and are based on the generally binding legal regulations valid in Slovakia. As well as international rules INCOTERMS 2010, international agreements and conventions.
II. SCOPE OF SUPPLY
1. Assortment of products supplied by the supplier is determined by the current vendor offerings.
2. Properties of goods and the technical parameters are given in a contract of sale. If the contract of sale does not contain these technical parameters, or it is not concluded in writing, then the properties of the scope of supply are adequate for the purposes to which the subject is usually taken.
3. The contractor is not liable for the completeness and validity of already distributed price lists and offers. The contractor is also not responsible for the goods listed in price lists and offers are not available for taking.
III. PURCHASE PRICE
1. Prices are given by the contract of sale or the price is given by the supplier list. In the case that the costs for goods procurement on the supplier side, given the changes in customs, taxation and levies or other laws valid in Slovakia increase, the supplier is able to raise the price for the goods supplied and the customer must pay the following newly-defined price.
2. Contractor agrees that if the customer pays issued proforma invoice properly and timely, he does not change the price of goods without VAT for the supply of which was the following deposit paid.
3. The transition of property rights to a goods passes to the purchaser by payment of the purchase price in full.
4. The customer is required to care about these goods and protect it against theft or damage during the time of the full payment of the purchase price for the goods.
5. If the customer is on default with payment of the purchase price of the goods, the supplier reserves the right to re-obtain possession, or reexport of goods. Costs of regained possession of the goods and re-export of the goods are chargeable to the Customer, the Customer undertakes the third parties an obligation to respect the rights of the contractor.
IV. DELIVERY TERMS
1. Delivery time is from the date of confirmation of orders by the suppliers and also obtaining of all information regarding order.
2. If there is a delay caused by acting or act failure by the Customer, the delivery time will be extended for a period, which is considered appropriate having regard to all circumstances of the case. This applies regardless of whether the reason for the delay occurs before or after the expiry of the agreed delivery time.
3. In the case of significant delay is purchaser entitled to appeal the contract to extent, which covers the belated part of the supply, by delivery of written notice to the Supplier. Otherwise, the Contractor shall not be responsible for the delay of the delivery. He is unwilling to take responsibility for the consequences caused by delay in delivery.
4. If the customer finds impossible to take the product on the agreed date and his delay seems likely, he must immediately notify the contractor in writing and provide reasons for the delay and if possible, the estimated time when the takeover takes place.
5. If the customer does not take the product on the agreed date, he is responsible for any payment resulting from the supply as if the product is delivered. Supplier shall provide the storage of the product on the Customers risk and expense. At the request of the Customer, the Supplier shall indemnify the product at customers cost.
6. If given failure of the Customer take over is not caused by the circumstances described in Section XIV below, the Contractor shall be entitled to require the purchaser to take over the product within a reasonable time.
7. If the customer does not take over the product within the prescribed period for reasons other than within the responsibility of the Supplier, the Supplier is entitled to revoke the contract by written notice and receive payment from the customer for the damage and loss caused to the Supplier by the Customer.
V. TERMS OF PAYMENT
1. Terms of payment and calculation of penalty interest are included in the offer, order confirmation or invoice.
2. Payment order or other type of confirmation of the commitment is not considered to be payment until is fully paid.
3. If the customer fails to pay a commitment up to three months from the due date, the Supplier may back out of the contract by written notice to the customers. The supplier is entitled to compensation for any damage suffered.
VI. PLACE, METHOD AND TIME OF DELIVERY OF GOODS
1. Place, time, method of delivery is subject to the agreement.
2. In the event that an agreement between customer and supplier had not been concluded, the delivery of goods is met:
a) in case the customer transport goods by himself, or sale to the customer, or sale to the freight forwarder designated by the customer
b) in case of the transport to the agreed place by transportation means provided by the provider-goods sold at a fixed location
c) the goods sold to the first carrier or the post office in other cases
2. Passage of the risk of damage to goods shall be governed by international business conditions INCOTERMS 2010.
3. Risk of damage to the goods passes from the supplier to the customer at the moment of consignation of goods by the Supplier to the Customer.
VII. LIABILITY FOR DAMAGED GOODS
1. The supplier undertakes to repair or replace free of charge, those products included in the delivery, or part of them, which have become unusable because of faulty design, materials or production and under the condition that the unusable product, or its part will be without the supplier bearing any costs or risks, shall be returned to the seller for inspection and repair or replacement within one year after the product launch but no more than 15 months from delivery date. Supplier hereby expressly does not want to take responsibility for all other consequences caused by the defect. Supplier among others (inter alia, is not obliged to provide compensation for direct or indirect damage or loss caused by a defect.
2. Customer shall submit a written customer complaint to the customer without delay after the fault occurs. The complaint should include a description of how the defect was manifested.
3. If there is a reason to believe that the defect could cause the damage, complaint should be applied immediately.
4. If the customer fails to complaint about defect in the above-mentioned period, he is no longer entitled to the assistance from the seller.
5. If the customer complaints, and if it is clear that there is no defect, for which the supplier would be responsible, the supplier shall be entitled to claim compensation for the works and costs caused by the claims.
6. The sellers responsibility does not apply to defects caused by material provided by the customer or devices designed or specified by customers.
7. Contractors liability shall be limited to defects that arise under the working conditions envisaged in the contract and during the correct use of the product.
8. Suppliers liability does not apply to defects caused by circumstances arising after the risk has passed to the Customer. It is not applied for example to the defects caused by faulty maintenance or wrong installation by the customer, changes made without written consent of the supplier, improper corrections by customer and wear, damage or detoriation.
9. Although the contractor works with customers in choosing the product or its constructions, the supplier is not liable for damage or loss resulting from the choice of product or construction, unless the parties agree in writing that the supplier will bear some responsibility in this regard.
VIII. CLAIMS FROM RESPONSIBILITY FOR DAMAGE OF GOODS AND WARRANTIES, WARRANTY FOR GOODS
1. The supplier provides guaranty for the supplied goods in the length and under the conditions specified in the applicable certificate of warranty ( purchase agreement and invoice given to the customer when installing equipment).
2. To assert claims due to defects in the goods, including claims of the guarantee the following conditions apply:
a) Customer is obliged to complaint immediately after consignation the obvious defects in quality and quantity, by detailed listing of extent of defects or damage to packaging on the delivery note, if necessary or other evidence of carrier giving a goods.
b) If there is in the purchase contract given delivery including installation of equipment by the service technician of the company, only legitimate representative of the company is authorized to unpack goods from the shipping container (service technician, not customer).
c) Hidden defects must be complained immediately but no later than 10 days from the date of the defect discovering.
d) Failure to comply with the provisions contained in the previous two paragraphs results in termination of claims enforced by the customer due to defects in the goods.
e) The contractor is not liable for damages caused by incorrect operation of the product, which is in conflict with applicable technical documentation and instructions for maintenance and operation and conditions of the guarantee letter and his failure to comply with the maximum chemical and physical load limits of the product listed in Tables of technical specifications.
IX. BACK OUT OF A CONTRACT
1. Contractor shall not be liable for breach of obligations of contract of sale under these VODP if this happens for reasons unforeseen and unavoidable under Art. XV, which the Contractor could not prevent.
2. The contractor is not responsible for damages, in particular for consequential or indirect damages, including lost profits due to supply and service machines.
3. The contractor is entitled to back out of a contract in case of Article V. paragraph. 3. of these VODP.
1. If the customer fails to pay the supplier properly agreed purchase price on time, the supplier has the right to proceed in accordance with paragraph 369 COC. The contractor is entitled to interest on late payment of 0.10% of the outstanding amount for each day of delay on the basis of invoices issued by the supplier on the day following the due date of invoice.
2. Purchaser will pay supplier a penalty in the amount of subject matter for each individual breach of contract, if the customer assigned or traded in any way the demands from the contract without the prior written consent of the contractor. Contractors claim for damages in full does not change without prejudice.
3. Customer pays a penalty in the amount of the subject of the contract, if customer violates the obligations of Article III. paragraph 4 This does not influence the Suppliers claims for damages without prejudice.
4. The Parties consider information relating to the contract and any information or documents obtained in connection with the contract as confidential and the parties committed to neither disclose, nor allow access in any form of the third parties to such agreements, except for specified legal or contractual obligations.
XI. SOLVING ANY DISPUTE AND ARBITRATION
1. Disputes concerning the formation, interpretation or application of these VODP, including delivery terms or disputes from contracts between suppliers and customers will be solved at the Kosice Court of Arbitration Cingovska street, No. 16, 040 01 Kosice by single judge and arbitration award.
XII. FORCE MAJEURE
1. Parties are required to perform their obligations under a valid contract. However, the company is not obliged to fulfill its obligations if it is prevented from doing so by force majeure, as for example not issuance of particular license required for implementation of the contract or an event outside its scope consisting in circumstances of natural disasters, riots, armed conflict, strike, industrial shutout.
2. The Contractual Party shall be entitled to delay delivery for such period during which it will be possible to carry out, or take the substantially impaired delivery. If this period exceed 6 months, each party will be authorized to withdraw partly or fully the contract in relation to supplies, to be held during that period. Parties, which exercise their rights in accordance with the above mentioned, inform the other party without delay within 10 days of impossibility of performance, and the notice must be accompanied by proof of such a force majeure event, by the local Chamber of Commerce. Circumstance which, according to the above mentioned, allow waive of duties, and which already existed at the time when the contract was concluded, shall constitute grounds for such waive of duties only if its impact on the contract was not foreseeable at the time of closure.
3. If the reason for lifting duties acts as a barrier on the customer side, customer pays the costs incurred in securing and protecting the product to the supplier.
XIII. FINAL PROVISIONS
1. These VODP are binding also for the assignees of the contractual parties
2. Unless is not in these VODP otherwise specified, the relevant provisions apply to contracts concluded by them, such as Act no. 513/1991 Coll. COC as amended even if it would otherwise be governed by the provisions of the Civil Code.
3. These conditions are in accordance with par. 273 and following regarded as general business and delivery conditions of the company SLAVIA Gratings s.r.o.
4. The supplier is entitled to amend or supplement these VODP, at any time, by written amendments and especially if there is a change of related laws, or change of the companys management. The supplier declares the change of VODP and effectiveness in an appropriate manner.
5. Potential amendments to the contract between the parties must be confirmed in writing by both parties.
XIV. SPECIFIC PROVISIONS FOR DISTRIBUTORS
1. A Distributor is a business entity authorised to sell the goods to end- users or to other customers under its commercial name or within its own net of dealers ( hereinafter only the Distributor).
2. The Distributor is authorised to supply the goods to the customers in the territory of the state in which the Distributor has its registered seat (hereinafter only a Territorial scope).
3. The Distributor undertakes not to deliver the goods to the customers in the territory of other states, except for the state specified in the item 3 of the article VODP.
4. The Distributor bears the full responsibility for acting defined by the respective legislation as an unfair competition and also the regulations on the fight against the unfair competition.
5. The Distributor may not in any way, directly or indirectly, participate in the activity which is competitive towards the Company. The violation of competition prohibition specified in VODP may be the reason for the imposing of sanctions under VODP. The participation in plans and projects which are competitive against the Company or they negatively affect it is also considered the competitive activity .
6 . The Distributor shall provide to the Company the identification data of client who is interested in the supply of goods outside the Territorial scope of Distributor, as determined in the item 2 hereof.
7. The violation of this VODP article is considered the gross violation of the Contract and it is the reason for a withdrawal from the Contract and for not supplying the goods to the Distributor.
8. If the Company suffers the damage due to the violation of VODP provisions by the Distributor, the Distributor shall pay entire damages and lost profit.
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General terms and conditions of delivery