General business conditions for year 2009 (hereinafter refers as „General business conditions“)
I. Preamble
1.1. The following General business conditions will control legal relations among trading company CELOX ltd., Záhradná 583/52, 900 23 Viničné, OIN 30 998 239, registered in Register of Business Names of distric court Bratislava I., section Sro, rider number 13563/B (hereinafter refers as „the Seller“) and each person, who is a buyer of the goods which is offered by the Seller according to General business conditions (hereinafter refers as „the Buyer“), which they start up by purchase of listed goods.
1.2. Legal relations among the Seller and the Buyer are controlled by General business condition, provisions of particular legal enacments especially Civil code, commercial code.
1.3. Contract of sale we understand contract among the Seller and the Buyer, which article is purchase of goods offered by the Seller (hereinafter refers as „Goods“) concluded by way according paragraph II. General business conditions.
II. Manner of order goods and concluding the sales contract
2.1. The Buyer orders goods through writing order which is sent on adress of head the Seller premise: Celox ltd., Družstevná 1, 900 23 Viničné (hereinafter refers as „the Order“). The condition of writing form is satisfied while is using fax or e-mail.
2.2. The Order is regarded as sent if it is delivered to the Seller and involved all requested data, i.e. business name of the Buyer, residence, or place of business of the Buyer, OIN, IO VAT, bank account number, delivery and invoice adress, e-mail or phone contact of the Buyer (the orderer), name of ordered goods, order number, quantity (number of pieces), required way and place of delivery /take-off/. The order must have person identification who can deal by the orderer (name, forname, function) and sign of orderer ´s authorizated person. Sent order is proposal to close sales contract from the Buyer´s site.
2.3. When the order is sent to the Seller, the Buyer is tied by this order and he can cancel order only in time till this cancel is delivered to the Seller before sending or confirming acceptance of order by the Seller to the Buyer.
2.4. Sales agreement is concluded in these cases:
a) the Seller writes confirmation of the order to the Buyer
b) the Buyer undertakes goods personally
2.5. The Seller is legitimate every time in dependency on nature the Order of the Buyer, i.e. number of goods, amount of purchase price, distance and moreover, request from the Buyer authorization (other order confirmation) of the Order by convenient way for example in writing form or by phone. In case the Buyer does not send this authorization (other order confirmation) of the Order by required way in time definited by the Seller, sales agreement will annul from the beginning by expiration of this term. Contractual parties are bound to settle all, what was done up to start annul sales agreement.
2.6. The Seller set up a claim to does not send confirmation to the Buyer in case of apparent slip of the press related to price, description or picture of goods in the Seller´s catalogue of goods.
III. Price and payment conditions
3.1. The Buyer is obligatory for goods whose Order was accepted by the Seller, properly and in time pay to the Seller purchase price.
3.2. The goods is delivered for purchase prices which they are followed the list of prices of the Seller in the time when is the Order sent by the Buyer. The purchase prices are without legal VAT. On withdraw goods from main premise of the Seller the VAT will invoiced to the prices in tarif rate according to actual legal enactments.
3.3. The Seller offer:
a) deduction from retail prices from catalogue /2009/ which they can arrange after mutual agreement, more attachment.
b) 2% deduction for cash payment over 120,- € without VAT.
3.4. Schedule manners of payment of purchase prices of goods:
a) the Buyer undertakes goods personally – pays cash at the Seller´s cash desk
b) collecst on delivery by Slovak Post or transport company – pays cash after acceptance goods
c) by banking transfer on the Seller´s account following sent invoice (tax document)
3.5. The Buyer takes note that by undertaking of goods over 120, - € on one order is purchase price paid in cash on personal undertaking (acceptance) goods.
The sale of goods on invoice is relative in each one case by shopping the goods in minimum value 120, - €.
3.6. The invoice which the Seller will send to the Buyer together with goods is also tax document. Maturity of bill is set within 14 days of the issue of an appropriate invoice by the Seller while the Seller undetermined a longer time of maturity of bill. The amount as per invoice is paid in day put down to the Seller´s account.
3.7. While the invoice will not be paid in term of expiration the Buyer (customer) will be shifted to the cash payment group (pro forma invoice). This is mean also in case if purchase price of the Seller´s goods is over 120, - €.
IV. Delivery conditions
4.1. The place of delivery of goods is the Seller´s expedition: Družstevná 1, 900 23 Viničné, unless contractual parties will have sundry terms and conditions. The delivery of goods to the another town according the Buyer´s requests together with price conditions is based on special agreement with the Seller.
4.2. The Buyer takes over the goods up to 200,- € and he pay delivery, but over 200,- € transport to the Buyer pays the Seller on his cost. The goods delivered by transporter or by Slovak Post and payment in cash the Buyer pays fee for cash on delivery of amount 1,66,- €.
4.3. The Buyer is bound authenticate delivery order on take over the goods. The take over and acceptance of goods will be realizated by appointment:
a) Personal take over of goods during working hours from 08:00 to 16:30 hours.
b) The Seller´s transporter, transport company or by Slovak Post
4.4. The term of delivery will be agreed individually by both parties. In case that term is not agreed the order is made by the Seller up to 3 days after conclution the sales agreement, i.e. the Seller sends acceptance of the Order to the Buyer, not later than 14 working days. It depends on state of goods in the Seller´s warehouse. In case that will not be possible to deliver the goods in listed date or full size of order, the Seller will immediately inform the Buyer about this fact together with information about substitute date of delivery, eventually he will offer other goods which is comparative with first goods (facultative compensation) or the parties negotiated a new order maybe on half delivery order.
4.5. If the Buyer takes over of goods (authenticate delivery order) passes risk of damage of goods on the Buyer. The Buyer shall acquire the ownership towards the goods only after the purchase price with VAT, has been completely settled.
4.6. The Buyer´s responsibility on personal takes over of the goods:
a) On personal take over of the goods the Seller permit the Buyer physical checks the goods. In this case the Buyer must give notice about apparent defect of goods. After time reclamations are overruled. On delivery the goods by transporter or by post the Seller gives exact netto weight and quantities of packs which is decisive on eventual reclamation of quantity of goods.
b) The Buyer is bound authenticate delivery order on personal take over of the goods with writing business name (seal), name, number of identification card, sign and license plate. Signing delivery order by take over person the Buyer acknowledges taking over of the goods at required quantity and assortment without apparent defect of goods.
4.7. The Buyer´s responsibility on take over of the goods which it is delivered:
a) The Buyer is bound to take over the goods from transport operator (Slovak Post, transport company), checks packing integrity, number of parcels and in case of any defects these defects immediately report to transporter operator. In case the Buyer finds out breaking of originality packing of goods or finds out another breaking packing, which indicate unauthorized penetration to consignment with transported goods the Buyer does not take over consignment from transporter operator. When the Buyer underwrites take over report he confirms that consignment was take over unbroken.
b) The Buyer is bound by take over goods delivered by the Seller’s drivers properly check and all defections reports straight to drivers namely before signing delivery order. For additional report mechanical damages is not impossible make allowance and these reports will not accepted.
4.8. The Buyer is bound at his business activity with the Seller´s products care for the Seller´s name and mark Celox ltd. on market.
4.9. Returning the goods ( breaking the contract) is possible only with the Seller´s exclusive agreement. In this case the Seller can charge to the Buyer these handling fees amounting to:
a) 15% from purchase price including of returning goods if the goods will be returned in original undamaged wrappers.
b) 20% from purchase price if the goods was returned undamaged but it must be wrapped again.
c) 30% from purchase price if the goods is not mechanically damaged but it need cleaning and wrappage.
Handling fee must be paid by returning goods unless contractual parties will have sundry terms and conditions.
4.10. Returning goods according to the special order (pass normal the Seller´s assortment) or made whether modified according to individual the Buyer´s requests is impossible. Returning goods which the Seller sent colect on delivery is also imposible.
V. Responsibility for defects
5.1. The Seller will provide 24-months guarantee period (unless contractual parties will have sundry terms and conditions in individual case) from the day of takeover of goods by the Buyer. Guarantee period doesn’t refer on damage of goods caused after takeover of goods by the Buyer, external effects which is the Buyer responsible for or damages caused by breaking of instructions of installation of products and their treatments shown on packaging of product by the Seller.
5.2. The Buyer is bound to takeover of goods immediately after the delivery. If the Buyer doesn’t takeover goods properly he can make claim to damage of goods only after showing that the goods were damaged before taking over. If the Buyer finds out damage caused by transport is bound to write this notice on delivery order of transporter. This delivery order the Buyer sends to the Seller. If the Buyer will find out the damage caused by transport after taking over he is bound immediately not later than 3 working days to notice this damage to the Seller to be written letter of dispute with the transporter.
5.3. The Buyer is bound to take over the claim of the goods defects immediately. The Buyer must make claim of quantity and another visible damages up to 3 days after taking over. The claim of hidden damages must be done immediately or not later than the end of guarantee period. The claim must always have recommended letter. The main is the day of giving the claim to the Seller or the day of delivery of the claim to the post office. There must be sample of damaged goods or experts report and purchase certificate applied to the claim. In case of authorized of the claim the Buyer can request:
a) Changing of damaged goods for a new ones
b) Reasonable reduction in price
If the Buyer doesn’t announce his decision in statute of limitation the Seller can make decision about solve of the claim. Reasonable reduction in selling price is difference between value of undamaged goods and value of damaged goods. To determinate these values is definitive time of taking over the goods. The Buyer cannot decrease the price without the Seller´s agreement or account reduction in price against invoice sum of goods. If it was paid he can require its return up to value of reduction in price.
5.4. On delivery of substitute goods the Seller can require from the Buyer to return damaged goods in the same conditions as was delivered on his own costs.
5.5. Unless contractual parties will have sundry terms and conditions applying of the claim doesn’t get off duty of The Buyer to pay full selling price. The place of performing of obligations for damaging of goods is resident of the Seller.
5.6. Unless it herein will have sundry terms and conditions responsibility for damage competent enactment Commercial Code.
VI. Consequence of break contract conditions
6.1. If the Buyer will be late with his payment of invoice the Seller can account to the Buyer the interests on late payment in height 0.05% from unpaid sum for each day of late payment accounted from the next day after maturity until to pay invoice.
6.2. Legal consequences of breaking other delivery conditions so as law relationships from sales agreement unarranged no way as herein shall by settled by the respective provisions of the Commercial Code.
VII. Support of the sale
On the support of the sale the Seller insures to the Buyer:
7.1. Advertising goods samples which the Buyer stipulates according category:
a) profiles and accessories for floor and walls
b) profiles and accessories for plasterboards
c) profiles and accessories for plastering
d) profiles and accessories for facades
e) facing profiles
7.2. Advertising stand (on individual contract).
7.3. He will organize training for sellers in residence of the Seller on chosen commodities from item 1.
VIII. Final Stipulations
8.1. The Seller reserves the right of changing text of General business conditions.
8.2. This General business conditions are valid from 1.april 2009