General Business and Delivery Terms and Conditions
MOKI s. r.o.
valid from 1.1.2006
General Provisions
1. Changes, supplements and amendments of these terms and conditions shall be made by a written agreement of both parties, otherwise they are null and void.
2. If the seller fails to meet any of his obligations, the buyer may insist on the performance or rescind the order and buy the goods from another supplier. However in both cases the buyer shall be entitled to compensation of damage incurred by the seller´s failure to meet his obligation.
Deliveries
1. A delivery shall be deemed effected by the delivery of goods in the required quantity, quality, time and parity in accordance with INCOTERMS 2000 agreed in this order and the seller shall be obliged to deliver documents required by the buyer along with the delivery. Freight documents and delivery notes shall include exact instructions for return of empty packaging.
2. Transport /conclusion of transportation contract/, or arrangement of a license, of permits, formalities, insurance of transported goods - obligations of the seller and the buyer shall be determined by the agreed delivery term in the order in compliance with INCOTERMS 2000.
3. The seller shall be obliged to notify the buyer in writing about the delivery on the day of its shipping.
4. The seller shall be obliged to deliver the goods in the time, place and manner agreed in this order. If the seller is not able to meet the delivery term he shall notify the buyer about this fact at least 7 days before the first day of the shipping so that the buyer could cancel any agreed transport.
5. The correctness of goods classification shall be guaranteed by the seller.
6. In case of a damage of shipments the seller shall be obliged to provide for insurance up to the amount of the value of the goods.
7. We require a written confirmation of each order including the contracted delivery date. The price and delivery time of specific materials shall be deemed approved by both parties (the ordering as well as delivering party)on the basis of an issued order (the customer MOKI, s.r.o.) and by issuing the confirmation of the order (supplier).
Documents Related to the Goods
1. The seller shall be obliged to equip the goods with documents in time in accordance with the provisions of the Commercial Code and in the scope of his duties in accordance with the agreed delivery terms pursuant to INCOTERMS 2000.
2. In the order the buyer and the seller may agree also upon other documents related to the goods, not specified in details / scope of attestation, test report, certificate of origin of goods etc./
3. At latest on the conclusion of the contract for the first delivery the seller /natural or legal person/ shall be obliged to submit his trade license or a copy of the entry in the Commercial Register for registration with the buyer.
Price
1. The agreement on the price of the ordered object /in addition to the kind of goods, quantity, quality parameters and place of delivery/ is one of the basic terms and the order shall be invalid without such agreement or at least definition of its sufficient determination.
2. The price shall be indicated in the order along with the specification of the delivery term in accordance with INCOTERMS 2000.
Payment Terms
1. The buyer shall pay the agreed purchase price for the goods on the basis of the seller´s invoice.
2. The invoice shall include usual essentials (indication of the invoice and its number, name and address of the seller, unit price, invoiced sum, mode of transport). The invoice shall be sent to the buyer´s address in two copies.
3. The seller may charge a late payment interest for the period from the due time of the outstanding sum until its payment in the amount of 0.05% of the value of the invoice per each day of the delay.
Responsibility for Defects and Complaints
1. The responsibility of the seller for any defects of the goods shall be regulated by § 422 et seq. of the Commercial Code and the claims of the buyer from the defects of the goods shall be regulated by § 436 et seq. of the Commercial Code.
2. The defective goods shall be claimed by the buyer with the seller in writing by a complaint record and in the guarantee period for quality determined by the buyer in technical specifications. The complaint record shall include the buyer´s suggestion for settlement of the complaint in accordance with the appropriate provision of the Commercial Code.
3. The buyer shall claim the defects of goods without undue delay after he has discovered an apparent defect or quantity defect, at latest within 10 days of acceptance of goods.
4. The seller shall be obliged to give his opinion on the complaint within 5 days of its reception.
5. In case of apparent defects found on reception of the goods the evidence is the complaint record of the buyer confirmed by an impartial third party. If the seller´s representative refuses to confirm the complaint record the buyer shall have the right to refuse the delivery or to demand price reduction.
6. In case an external transport has been used with apparent defects found on acceptance of goods the complaint record confirmed by the buyer, public carrier or possibly also an impartial third party shall be recognized as means of evidence. If the carrier´s representative refuses to confirm the complaint record, the buyer shall have the same right as in previous clause.
7. In case of non-apparent quality defects also a test report or an attestation issued on the basis of an analysis of a sample taken from the delivery in compliance with applicable standard or other regulations or agreements determining the way of quality determination has to be submitted along with the complaint record. If the quality defect has been found before the date of maturity of the invoice and the buyer has presented a claim of the defective goods , he shall not be obliged to pay the invoice until the complaint has been settled.
8. The supplier shall pay a contractual penalty to the ordering party for the failure to meet the delivery term unless it has been proved that the failure had been caused by the ordering party. In each individual case the penalty shall be 1% of the total agreed price of the goods for each day of the delay, however maximum 20% of the total price of the ordered item. The agreement on the contractual penalty shall be without prejudice to the right of the buyer to compensation of damages exceeding the contractual penalty, or the right of the ordering party to withdraw from the contract. In case of a settled advance invoice and failure to meet the above mentioned business terms and conditions the supplier shall be obliged to return this sum to our account at latest within 8 days after the end of the agreed delivery time. If the supplier fails to pay this sum even after a 3rd call the dispute shall be solved by a court and also the penalized sum shall be exacted.
Circumstances Excluding Responsibility
1. In case of occurrence of events in accordance with § 374 et seq. of the Commercial Code (natural disaster, epidemic, fire, explosion, strike organized by the trade union central office and statutory measures of the state), which cannot be anticipated at the time of this order and which cause an obstacle to the performance, the seller and the buyer shall be entitled to postpone the performance date by the period for which the obstacle continued.
2. Circumstances which cannot be influenced by the buyer or the seller, e.g. business, currency, political, customs or any other measures of authorities and any other events of force majeure shall exclude the responsibility and entitle them to withdraw from the confirmed contract without any claim for damages.
Ownership Right to the Goods
1. The ownership right shall pass to the buyer on the acceptance of the goods in the point of delivery specified in this order in accordance with the agreed delivery term in compliance with INCOTERMS 2000.
Final Provisions
1. The contracting parties have agreed that their mutual relations not expressly regulated by the contract shall be regulated by appropriate provisions of the Commercial Code and legal regulations related to it as amended.
2. The contracting parties have agreed to solve possible disputes by mutual agreement. If they fail to come to an agreement the case shall be solved by a court competent to act and decide in accordance with the Rules of Civil Procedure valid on the territory of the Slovak Republic.