General Terms and Conditions
hereinafter referred to as “GTC“
of the company DREVONAEXPORT, s.r.o.
1) These General Terms and Conditions define the obligation relations between the Seller and Buyer in the case if the Seller of the goods (hereinafter referred to as “Goods” is the company with the trade name DREVONAEXPORT, s.r.o., with the registered office at M.M. Hodžu 1399/10, 960 01 Zvolen, Company Identification Number: 44966873, registered in the Business Register of the District Court Banská Bystrica, Section: Sro, File No.: 17082/S.
2) Divergent arrangements stated in a sales contract concluded between the Seller and Buyer in the manner defined in points 4) to 7) of these GTC or in a written form on one deed have precedence over the wording stated in these GTC.
3) Legal relations not defined by these GTC shall be governed by the respective provisions of the generally binding legal regulations of the Slovak Republic.
ORDER/SALES CONTRACT AND PRICE
4) A Buyer shall submit/send an order to the Seller in a written form, i.e., by a letter or e-mail, in extraordinary cases the order may be accepted by the phone however consequently it must be sent in a written form by a Buyer within 24 hours (hereinafter referred to as “Order”). Such an order is considered to be a draft of a sales contract.
5) Eventual completion of the Order, its unclarities and clarifications will be consequently agreed by the contractual parties by e-mail, telephone or personally. This completion of the Order, removal of the unclarities or its clarification has got the form of an order confirmation (hereinafter referred to as “Order Confirmation”).
6) The Seller shall prepare a final version of the Order (hereinafter referred to as “Accepted Order”) which results from the Order after its clarification according to point 5). S/he shall create such an Accepted Order in his/her own IT programme with all the contractual requisites (contractual parties, specification of the Goods, quantity, price, payment terms, parity, delivery deadline, etc.)
7) The Accepted Order confirms the agreement of the Seller and Buyer on content of the sales contract and it is also a repeated confirmation of the Order after its eventual completion. Each Accepted Order is sent to the Buyer online by e-mail. The sales contract between the Seller and Buyer is concluded on the date the Accepted Order is sent to the Buyer.
8) After the delivery of the Accepted Order from the Seller in an electronic form, the Buyer is entitled to unilaterally repudiate from the sales contract within 24 hours without any sanction or damages. The repudiation must have a written form, i. e. the form of a letter, e-mail (hereinafter referred to as “Written Form”).
9) Prices, payment terms and parity are agreed between the contractual parties always prior to sending of the Accepted Order and they are confirmed to the Buyer by unilateral announcement of the Seller in a Written Form. If an another deadline for reimbursement has not been stipulated in the confirmation, any payments from the side of the Buyer for the benefit of the Seller must be realized within 30 days from the date of issue of the invoice by the Seller.
10) The Seller is entitled to unilaterally change the prices, payment terms, parity by a notification to the Buyer in the Written Form, while the Seller may exercise such a change immediately after the written notification of the change in the case of new as well as undelivered Accepted Orders (hereinafter referred to as “Open Orders”). The Buyer is entitled to repudiate within 24 hours after the delivery of notifications on change by the Seller, without any sanctions from the side of the Seller.
11) Unilateral notification of the Seller given in point 9) and point 10) is binding for the Buyer and the terms stipulated therein are valid for each sales contract concluded after the date when the notification became effective and if no date of effectiveness is stated in the notification, from the date of the notification delivery. In the case of discrepancy between the notification according to point 9) and notification according to point 10), the notification made later is binding.
12) The price shall be defined in EUR. If the price is agreed in the national currency of the Buyer, invoicing shall also be realized in EUR based on the exchange rate of the European Central Bank valid on the preceding date of the invoicing date.
REPUDIATION OF THE BUYER FROM THE SALES CONTRACT
13) Termination of the sales contract after the lapse of the period stated in point 8) may only happen with the written consent of the Seller, except for the cases of repudiation from the contract by the Seller defined in these GTC. In the case if the Seller does not provide the consent for the contract termination, the sales contract remains preserved and the Seller will deliver the Goods to the Buyer.
14) Unless stipulated otherwise in the Order, it is valid that the fulfilment of the obligation and creation of the right to charge the agreed purchase price shall occur on the date when the Goods were handed over to the first carrier for the transport and the delivery is labelled as a shipment for the Buyer.
15) Should the Buyer fail to take over the Goods by the delivery thereof or s/he announces to the Seller that s/he does not take over the Goods that is the subject matter of the delivery or s/he makes another written or oral act or explicit act or act made in silence, while it is clear from this act of the Buyer that the delivery of the Goods from the side of the Seller would be destructed, substantially deteriorated or deferred, eventually the Buyer fails to provide the Seller with the cooperation needed for the Goods delivery, the Buyer gets into arrears with the Goods takeover (hereinafter referred to as “Delay in Goods Takeover”). In this case the Seller is not obliged to deliver the Goods to another place than the registered office of the Seller and it is assumed that the Goods were delivered from the side of the Seller on the day when the Buyer got into arrears with the Goods takeover.
16) In the case if according to the previous paragraph the Buyer gets into arrears with the Goods takeover, s/he is obliged to pay the contractual penalty to the Seller upon the written call of the Seller amounting to EUR 1.00 for each 100 kg of the weight of the Goods and for each day of delay in the Goods takeover.
17) By DAP delivery parity (of valid INCOTERMS) the Seller reserves the right to automatic loading of the Goods with the delivery on the confirmed delivery date to the Buyer. In the case the Buyer fails to agree with the Goods delivery on the confirmed delivery date that was announced by the Seller to the Buyer in advance in a written form or in the case the Buyer fails to take over such Goods or remove them without reason, the Seller is entitled to store such Goods on the costs of the Buyer. A fee (hereinafter referred to as “Storage Charge”) for the storage shall be calculated in the amount of 1 % of the value (purchase price) of the stored Goods for each day of the storage thereof, i. e. for each day of the delay of the Buyer to take over the goods. In the case the Seller stores the goods in the premises of the third person the Storage Charge will correspond to the amount of the rental fee that the Seller needs to pay to the third person for the storage of the respective Goods, namely for each day of the Goods storage, i. e. for each day of the delay of the Buyer to take over the Goods.
18) In the case the period of delay of the Buyer to take over the Goods lasts more than 30 calendar days from the delivery date confirmed by the Seller, the Buyer is obliged to pay an additional contractual penalty to the Seller upon the written call amounting to 20 % of the purchase price of the Goods with the takeover of which s/he got into arrears. The Seller also applies the Storage Charge calculated according to point 17 of these GTC. The Seller is also entitled to repudiate from the sales contract in full extent.
19) The Buyer (natural person) is obliged to submit the document confirming the identity of the Buyer by the personal removal of the Goods (e. g. Trade Licence, ID card, GTC, etc.) and s/he is obliged to sign the Goods takeover in his/her own hand on the original of the document on fulfilment of the delivery (delivery note, loading list, freight bill) stating that it is the Buyer.
20) If the contract fails to define how the Goods are to be packed or equipped for the transport, the Seller is obliged to pack the Goods or equip them for the transport in a way that is usual for such Goods in the business relations to prevent from the damage of the Goods.
21) The packaging costs including the price of the packaging are included in the purchase price.
22) Goods deliveries (quality) shall be delivered in the qualities according to the respective technical standards.
23) Quantity: The Seller is entitled to deliver the Goods to the Buyer with the deviation of +/- 10 % of the agreed quantity of the Goods. The Buyer is not entitled to refuse to take over the Goods due to the delivery of the Goods with deviation or not to pay the purchase price for the delivered quantity of Goods, eventually repudiate from the contract due to this reason.
24) Goods labelling: if not agreed otherwise, the Goods shall be labelled according to the technical standards, eventually according to the custom practice of the Seller.
25) Accompanying documents: The Delivery Note shall be the accompanying document. The Seller shall attach it to the Goods delivery. The Delivery Note shall have the requisites enabling the takeover of the Goods by the Buyer. In the case of carriage by rail within the Slovak Republic, the Delivery Note must comprise the freight note. In the case of LKW transport the Delivery Note must comprise the CMR transport document. The issue of the stated documents shall be ensured by the Seller.
26) The Seller is entitled also to partial deliveries of the Goods and the Buyer is obliged to take them over.
27) “Warehouse Programme” is the Goods of the Seller prepared in the warehouse of the Seller.
28) “Custom Manufacturing” is the Goods of the Seller that are not prepared by the Seller in the warehouse and the Goods need to be manufactured, processed or worked/machined.
29) “Commercial Goods” are the Goods that other subjects manufacture or customize for the Seller.
30) The Seller unilaterally defines which Goods are included in the Express Programme, which in the Custom Manufacturing and which in the Commercial Goods.
31) Usual delivery period of the Goods from the Seller to the Buyer is 5 business days for the Warehouse Programme, 14 business days for the Custom Manufacturing and in the case of the Commercial Goods it is defined according to the updated delivery deadlines of the manufacturers.
32) If a serious obstacle or circumstances excluding the liability prevent the Seller from the fulfilment of the Goods delivery or the part thereof within the agreed deadline and the Seller fulfils the delivery within 14 days after removal of the serious obstacle or circumstance excluding the liability, the delivery is deemed to be properly fulfilled.
33) The Accepted Order may also have other deadline of Goods delivery agreed than the deadline stated in point 31) of these GTC.
34) Unless agreed otherwise the transport shall be ensured by the Seller who is obliged to care about the purposefulness, economic efficiency and proper use of the transport means. The Seller is also obliged – according to his possibilities – to take into consideration the reasoned requirements of the Buyer for the special way of transport (transport type, special transport means, etc.). If the Seller meets the wishes of the Buyer, the Seller is entitled to the reimbursement of the increased costs that thus occur.
35) After loading the transport mean (LKW) the Buyer receives the electronic Delivery Note online.
36) If the Buyer requires the change of the transport dispositions, the Seller is obliged to meet his/her wishes if the changes are technically feasible. However, the Buyer is obliged to reimburse the costs to the Seller that occurred due to the change.
PERFORMANCE OF CONTRACT
37) The delivery of the Goods from the side of the Seller is performed by the handover/loading of the Goods to the Buyer to a transport mean that he ensured by the own transport/removal or by the handover/delivery of the Goods by the Seller to a place defined by the Buyer when the transport is ensured by the Seller.
38) The delivery of the Goods from the side of the Seller is also performed when the Buyer gets into arrears with the Goods takeover.
RESERVATION OF OWNERSHIP
39) The Goods remain in the ownership of the Seller until the complete reimbursement of the purchase price of the Goods with its accessories (late payment interests etc.).
40) Acquisition of title by the Buyer, eventually by the third persons in the case of machining or processing, the ownership of which they reserved, is excluded in the case of a new thing. Eventual processing or machining shall be transferred exclusively for the benefit of the Seller. Such processed thing serves in full amount to the securing of debts/claims stated above. In the case also the Goods of other suppliers shall be processed this way, the Seller acquires the co-ownership right of a new thing in the amount of the share that corresponds to the ratio to the value of other processed invoiced deliveries. The Buyer undertakes to assign to the Seller his debt/claim from further sale to the secured debt/claim of the Seller resulting from the purchase price and that he shall mark in all the accounting books or his invoices respective note. By the detention of these Goods, pledge or execution thereof, or exercising of a claim, the Buyer is obliged to warn about the ownership right of the Seller and immediately inform the Seller about the situation. In the case if another supplier lawfully exercised the reservation of the ownership, all the debts/claims for the delivered Goods in the scope of ratio of ownership of the Seller of the sold Goods will be assigned to the Seller.
41) In the case the Buyer gets into arrears with the payment or payments are stopped from the side of the Buyer or in the case of commencement of the insolvency proceeding of the Buyer or in the case of another jeopardy of satisfaction of the Seller, the Buyer is obliged to mark the Goods to which the Seller has got reservation of the ownership with the tables or otherwise so that all the third persons are informed that the Goods are the ownership of the Seller. The Buyer is obliged to send the list of available Goods to the Seller to which the Seller has got reservation of the ownership and it needs to be done also in the case the Goods is processed or machined, as well as list of debts/claims assigned according to the above stated point in the specification of the sub-debtors. Independently on this, the persons authorized by the Seller are anytime entitled to ensure respective securing of the ownership rights of the Seller by the Buyer. For this purpose, the Buyer agrees in advance with the entering into premises where the Goods are stored. The Buyer is obliged to submit all the documents related to the above stated Goods to these persons and s/he is obliged upon request of the Seller to give the Goods to which the Seller has got reservation of the ownership to the Seller without demanding the reimbursement of the transport and other payments from the Seller. The Buyer gives explicit and irrevocable consent to the removal of these Goods. The Seller is also entitled, however not obliged, to sell these Goods in an auction or directly according to his choice and he is entitled to set-off the earnings from these Goods to his debts/claims against the Buyer.
42) The Buyer takes over the risk to the Goods delivered by the Seller. S/he is obliged to treat the Goods with the due care and sufficiently insure them against the loss, theft, fire etc. Thus s/he assigns the claim against the insurance company to the Seller for the case of damage and namely first of all the proportion from the amount of the purchase price of the Foods delivered by the Seller to which he has got the reservation of the ownership. This applies also in the case the insurance company fails to reimburse the total damage in the full amount, so in such a case the Seller will not be dependent to proportional provisioning of the damages.
43) The Buyer is obliged to inform the Seller without undue delay about the execution or another restriction of disposal with the Goods and s/he is obliged to provide the Seller with the cooperation by exercising of his right. The Buyer is obliged to reimburse all the court and out of court costs to the Seller.
44) The Buyer undertakes that s/he will take all the steps mainly against the third persons and provides declarations in the form of a legal act in such a way that s/he helps to acquire the effectiveness of this agreement on reservation of the ownership and to the assignment of the right mainly according to the foreign law according to the place of delivery and according to the registered office of the Buyer. In the case the Buyer sells the Goods that is the subject of the reservation of ownership and s/he fails to inform a future buyer about this reservation, s/he is obliged to pay the contractual penalty to the Seller in the amount equal to the purchase price of the Goods that is subject to the reservation of ownership. The right to damages is not prejudiced thereby.
45) Invoice, that is also a tax document, is the document for the reimbursement of the purchase price. The invoices for the Goods/services delivered by the Seller are due on the date stated therein.
46) The Seller reserves the right to invoice also the partial deliveries of the Goods/services.
47) Objections to the payment document/invoice need to be announced to the Seller within the due period thereof.
48) The purchase price is deemed to be reimbursed on a day it is credited to the account of the Seller if it is reimbursed via a bank.
49) In the case the Buyer is in arrears with reimbursement of the invoice, the Seller is entitled to charge the late payment interest without a call in the amount of 0.03 % of the due amount for each day of the delay, while the invoice is due within 14 days from the issue thereof.
50) In the case of the delayed payment the Seller is entitled against the Buyer:
a) To stop the performance of any duties from any contracts or legal relations against the Buyer and charge the Buyer without a call all the related costs (e. g. demurrage of the transport means, sanctions from the transport operators, costs of the reminder proceeding, costs of the legal representation etc.), while the invoice is due within 14 days from the issue thereof. The Seller is also entitled to immediately repudiate from all the contracts concluded with the Buyer.
b) To remove the contractual rabats, discounts, bonuses and all the other contractual benefits, even retroactively.
c) To declare about all the obligations of the Buyer against the Seller that they immediately become due and enforceable.
51) Invoices issued according to points 49. and 50. by set-off of the mutual obligations and claims/debts have precedence over the invoices from the ordinary business relations.
52) The Seller, eventually enterprises connected with the Seller in a group may exercise the claims/debts through the set-off.
53) In the case of providing discount for a speedy payment, the reimbursement credited to the account of the Seller is decisive. During each month the Buyer pays 100 % of the invoices amounts to the Seller. After the respective month is ended, the Seller checks the individual reimbursements and sends the credit note to the Buyer in the amount of the acknowledged discount for all the reimbursement together, within 15 days.
SECURING THE PERFORMANCE OF OBLIGATION
54) The Seller is at his discretion entitled to require from the Buyer the securing of the obligation, mainly (but not only) in the case of the clients in which the insurance company fails to provide the insurance of debts to the Seller (not at all or to a part of the turnover) or the client has got a bad payment discipline.
55) The Seller accepts only these types of securing of the obligations:
a) Prepayment/Collection: advance money is paid on the date the payment is credited to the account of the Seller or by depositing of cash to the cash desk of the Seller;
b) Insurance of debts/claims: The Seller shall realize the deliveries maximally to the amount of the insurance credit;
c) Bank guarantee: The Buyer is obliged to submit a guarantee deed to the Seller prior to the start of lapse of the period of performance with the written declaration of a bank that it will satisfy the Seller up to the amount of monetary sum defined by the guarantee deed if the Buyer fails to perform his/her obligation. The Seller is entitled to call a bank to perform the obligation from the bank guarantee if the Buyer fails to perform his/her obligation;
d) Letter of credit: The Buyer is obliged to open a letter of credit account in such a timely manner that the information of a bank on opening thereof is delivered to the Seller prior to start of lapse of the agreed period of performance. After the sending of the Goods the Seller shall hand over the documents to a bank so that it could transfer the settlement/clearing for the benefit of his account debiting the account open by the letter of credit;
e) Warranty: The Buyer is obliged to submit a written declaration of the warrantor prior to start of the lapse of the agreed period that s/he shall satisfy the Seller in the case the Buyer fails to fulfil the duty to pay the purchase price for the delivered Goods. The Seller reserves the right to decide on the acceptance of the warrantor recommended by the Buyer. In the case that the warranty has been submitted and the Buyer fails to pay the purchase price for the delivered Goods even after the written call of the Seller, he is entitled to call upon the warrantor to perform the obligation.
56) The Buyer is obliged to submit the financial reports upon the request of an insurance company of the Seller.
57) The Seller is entitled to set the order for manufacturing only after securing the performance of a future obligation by the Buyer and delivery deadlines start to run only from this date.
LIABILITY FOR DEFECTS, WARRANTY CLAIMS OF THE DEFECTS
58) The liability of the Seller for the defects of the Goods includes exclusively the defects acknowledged by the Seller.
59) In the case of the acknowledged warranty claims the Seller shall issue the credit note to the Buyer in the amount of the value of defected Goods or the Seller shall realize the replacement of the defected goods for the defect free Goods on the costs of the Seller. Other claims of the Buyer due to the defects of the Goods are unjustified and cannot be exercised by the Buyer.
60) With the reservation of unconditionally valid legal regulations, the liability of the Seller due to the warranty is excluded:
a) If the acknowledged defects apply to less than 1 % of the overall value of the invoice of the single time handed over and taken over Goods, at least EUR 50.00;
b) If the claimed Goods were remade, changed or incorrectly kept, stored, transported, manipulated, unsuitably used etc.;
c) If the Buyer failed to check the capability of the Goods for the predictable usage prior to the use (independently from earlier checks made on samples);
d) If the warranty claim applies to the Goods sold within a sale.
61) With the reservation of unconditionally valid legal regulations all the rights of the Buyer are terminated after the lapse of:
a) 48 hours for the apparent defects (number of pieces, number of pallets, other goods, visible damage by transport etc.), while they must be registered by the Buyer into the Delivery Note and signed by the Buyer and LKW driver and sent with the photo documentation via e-mail to the Seller;
b) 30 calendar days for hidden defects (defects of the surface, characteristics, quality etc.), that must be professionally written down, defined, identified and sent with the photo documentation via e-mail to the Seller.
62) The warranty claim shall only be effective if the Buyer after the realization of trial checks keeps the checked material and unprocessed Goods for the inspection and evaluation by the Seller.
63) The processing of the goods that are subject to the warranty claim releases the Seller from the liability due to the warranty.
64) If the warranty claim is not acknowledged, the Buyer shall bear all the costs that the Seller spent to resolve the respective warranty claim.
65) The Seller is not liable for the failure to perform or incorrect performance of his obligations if such failure to perform or incorrect performance occurred due to the force majeure. The parties agree that “force majeure” shall mean the following:
a) All the circumstances causing the realization of the order by the Seller impossible, problematic or unproportionally expensive to such extent that the realization of the delivery cannot be required from the Seller;
b) Strike, war, natural disasters, other events;
c) Lack of deliveries of products, materials, energies or services to the Seller that are inevitable for the realization of the orders for the Buyer.
66) With the reservation of unconditionally valid legal regulations the parties exclude the liability of the Seller for the damage, with the exception of the damage caused intentionally or by a gross negligence of the Seller.
67) The Seller is obliged to inform the Buyer about the start and duration of the force majeure circumstances within 7 days.
68) The Buyer is entitled to export the Goods out of the state defined in the Accepted Order (place of delivery) only with a written consent of the Seller.
69) Without a written consent of the Seller, the Buyer shall neither use the names of trade marks nor trade names of the Seller.
70) The Buyer must not present and offer the goods from other manufacturers and declare their origin (brand) as the goods of the Seller.
71) The Seller is entitled to repudiate from the sales contract in these cases:
a) The Buyer gets into arrears with reimbursement of the obligations for the delivery of the Goods of the Seller, even the partial deliveries and repeated fulfilments/performances. In the case of the repudiation from the sales contract by the Seller from this reason, the Buyer is obliged to reimburse to the Seller the provably occurred costs spent on fulfilment of the contractual obligation and lost profit, namely within 14 days from the date of the settlement thereof.
b) According to point 17) of these GTC;
c) The Buyers despite the request of the Seller fails to provide securing of obligations or additional securing of the obligations of the Buyer from the sales contract;
d) Commencement of the dissolution of the company of the Buyer with liquidation or without the liquidation, commencement of a bankruptcy proceeding against the Buyer, declaration of the bankruptcy on the property of the Buyer, commencement of the restructuring or discharge from debts against the Buyer, change of the legal form of the Buyer, insolvency or debts in excess of the Buyer.
e) Breach of any of the contractual obligations stated in points 68), 69), 70).
72) Repudiation from the sales contract is effective by the delivery of an expression of the will of the Seller to repudiate from the contract. The claims of the Seller for reimbursement of the contractual penalties, damages and other sanctions stated in these GTC shall not cease to exist by the contract repudiation.
73) If the Buyers violates any obligations against the Seller resulting from the sales contract or these GTC, the Seller is entitled to immediately stop fulfil any of his duties or obligations against the Buyer and such a suspension of duties or obligations fulfilment is not a violation of the contractual or other duties by the Seller and the Seller does not gets into arrears with the fulfilment of the duties or obligations by such a suspension of the fulfilment of the duties or obligations.
74) The Seller and Buyer agree that the legal order of the Slovak Republic shall be the governing law that shall govern their legal relation established by the sales contract, Order and Accepted Order, as well as these GTC. The Seller and Buyer also agree that the Slovak Republic courts shall be competent for all the eventual disputes that may arise from the sales contract, Order, Accepted Order as well as these GTC and (or) in relation thereto.
75) The Seller is entitled to process all the personal data of the Buyer within the meaning of Act No. 428/2002 Coll. on Personal Data Protection for the purposes of the business-obligation relation with the Buyer. The Buyer gives his/her consent thereto. The validity period of the consent is unlimited. The consent may only be revoked in the case of the termination of the business-obligation relation with the Seller.
76) If any of the provisions of these General Terms and Conditions are ineffective, validity and effectiveness of the other provisions shall not be prejudiced by this fact. The participants undertake to interpret the disputable provision in a connection with the closest effective provision possible, according to the defined goal.
77) These General Terms and Conditions are effective from 2020, 01.01.
In Zvolen, on 2020, 01.01.
Ing. Ivan Smolka Company Director