1. Scope of Terms and Conditions 1.1. These Terms and Conditions shall apply to all purchases made by ICS Industrial Cables Slovakia, spol. s r.o., registered office: Dolné Hony 25, , company registration number: 35970910, incorporated by entry in the Commercial Register kept by the Municipal Court in Nitra (hereinafter referred to as ‘Company’), and to all legal actions and binding declarations made in connection with such purchases. In particular, these Terms and Conditions regulate the method used to conclude purchase contracts in which the Company features as the buyer, the content of these contracts, and the rights and obligations of the Contracting Parties stemming from such contracts. For all purchase contracts concluded, in which the Company features as the buyer, these Terms and Conditions shall apply exclusively and shall constitute an integral part of such contracts. The Contracting Parties may deviate from these Terms and Conditions only by mutual written agreement.
1.2. Any commercial terms and conditions of other Contracting Parties which are party to the above-mentioned legal relations subject to these Terms and Conditions, as a rule where such Contracting Parties are the seller (hereinafter referred to as ‘Seller’), shall not apply if they differ from these Terms and Conditions, even if the Seller does not expressly declare that the Seller waives the Seller’s commercial terms and conditions.
1.3. These Terms and Conditions shall apply mutatis mutandis to legal relations established on the basis of contracts for work, in which the Company features as the ordering party, and to other legal relations in which the Company features as the customer for a certain product or services supplied or provided to the Company by an entity other than the Company.
2. Orders 2.1. Any and all orders, if they are to be legally binding, shall be made solely in writing. The Seller shall accept or refuse the Company’s delivered order without undue delay.
2.2. Any terms and conditions which deviate from a Company order or from previous offers of confirmations of the Seller shall not be binding for the Company unless they are expressly confirmed in writing by the Company.
3. Delivery Time Limits 3.1. Agreed delivery time limits shall be binding upon the Seller as a matter of principle. The Company reserves the right to seek any and all claims and entitlements stemming from the delayed delivery of products, including the right to compensation. Unless expressly agreed to the contrary, delivery time limits shall commence as of the moment an order is dispatched.
3.2. The Seller shall notify the Company of any delay in the delivery of products and the reason for the delay; the Seller shall make this notification within two (2) days of the moment that this reason occurs. The Company shall be entitled to refuse to accept fulfillment in respect of which the Seller has defaulted; the Company shall not be obliged to provide an additional time limit for fulfillment. The Company shall be entitled to cancel an order and repudiate a contract in full or in part, at the Company’s discretion, should the Seller default on the delivery of products; such action by the Company shall not be penalized. In such cases the Seller shall not be entitled to exercise or file any claims against the Company.
3.3. If the conduct of the Seller or other circumstances make it undeniably evident before the expiry of the agreed delivery time limit that the goods will not be delivered by the Seller duly and in good time, the Company shall be entitled to take any and all measures deemed necessary by the Company to avert the impending default and any and all damage which could be incurred as a result of such default; these measures shall be carried out exclusively at the cost and risk of the Seller.
4. Delivery4.1. The Seller shall strictly observe any and all the Company’s delivery instructions and shall duly deliver products at the agreed place of delivery. Unless specified expressly to the contrary, the Seller shall bear any and all costs related to the transportation of products to the agreed point if delivery and shall also assume the risk of damage to delivered products until the moment of transfer thereof to the Company at this point.
4.2. Partial deliveries of goods, deliveries above the scope of the agreed quantity, or incomplete deliveries shall be admissible only if expressly authorized by the Company.
5. Purchase Price 5.1. Unless expressly specified to the contrary, the agreed purchase price shall be deemed to be the final price, including the delivery of products to the agreed place, free of all other payment obligations on the part of the Company (in the case of domestic deliveries the price includes the transportation of products to the point of delivery, and in the case of foreign deliveries the procedure shall be that laid down in accordance with the delivery clause DDP place of delivery, as set forth in the INCOTERMS). The prices shall always include the cost of metal, drums, and any and all other packaging.
5.2. The Seller shall bear any and all costs for the transportation of products and any and all related taxes, charges, insurance, and other expenses.
5.3. If no prices or terms and conditions are expressly negotiated but are merely subsequently communicated by the Seller, they shall be binding upon the Company only if the Company gives written consent in respect thereof.
6. Payment Terms and Conditions 6.1. Unless specified to the contrary, the Company’s payments may be made solely in accordance with the due, complete, and error-free fulfillment of an order by the Seller and subsequent to the delivery of a due invoice of the Seller. Unless other payment terms and conditions are expressly agreed, invoices shall be honored by the Company
- within fourteen (14) days with a 3% (three per cent) payment discount, or
- within thirty (30) days with a 2% (two per cent) payment discount, or
- within sixty (60) days without a discount.
6.2. The time limit for the payment of invoices shall commence on the first working day following delivery thereof to the Company; the time limit for payment shall be deemed honoured if a payment order is given to the Company’s bank no later than the final day of this time limit.
7. Guarantee for Quality and Product Defects 7.1. Unless a longer guarantee is provided, the Seller shall provide a guarantee for each product delivered to the Company; this guarantee shall last for three (3) years, over which time the products must be fully fit for use in respect of their contracted or normal use, and over which time the products must retain the contracted or normal properties.
7.2. Products shall be delivered in a fault-free condition. The Company reserves the right to conduct a detailed inspection of a product ion delivery thereof and, at any time over the duration of the guarantee period, to exercise or file claims in respect of product defects. This right shall be preserved even in cases where a commercial discount has been granted in the transaction in question.
7.3. The Seller, together with the delivery of a product, shall provide the Company with the assurance that the product has been manufactured from suitable materials, with the application of the due production processes in accordance with relevant legal regulations, technical rules, and standards, and that the product will retain these properties throughout the guarantee period. The Seller shall be held liable for any and all defects in materials used and production processes applied, and for any and all damage incurred thereby. Guarantees and assurances shall apply to any and all products and services delivered and provided to the Company.
7.4. Should the Company not exercise or file claims in respect of defects in products in any other manner, the Seller shall be obliged, in particular, to deliver, without undue delay, replacement products for the delivered products which are faulty or which do not comply with contractual or normal standards and shall reimburse the Company for any and all damage incurred by the Company in connection with the defective delivery, in particular costs connected with the disassembly and removal of the faulty product and replacement thereof with a fault-free product. The Seller shall compensate the Company for any and all damage and expenses incurred by the Company as a result of a faulty delivery or as a result of default on fulfillment, including the default suffered by the Company in relation to third parties, provided such default occurs as a result of a faulty delivery.
8. Liability for Product Defects 8.1. The Seller is inter alias responsible to the Company for the fact that the products delivered by the Seller to the Company will not be faulty as set forth in Coll., on liability for damage caused by a product defect, or as set forth in other legal regulations regulating the protection of consumers or other users and regulating the claims (technical or otherwise) in respect of products; the Seller shall be held liable for any and all damage stemming from such faults. In particular, the Seller shall provide the Company with any and all cooperation and complete information required concerning delivered products.
8.2. The Seller shall settle, at the Seller’s own expense, any and all claims exercised or filed by the Company for reasons stipulated in the preceding paragraph, and shall compensate the Company for any and all related damage or expense.
9. Prohibition of Assignment 9.1. Unless specified expressly to the contrary, the Seller shall not be entitled, without the Company’s prior written permission, to assign any receivables due from the Company to any other party.
9.2. Unless specified expressly to the contrary, the Seller shall not be entitled, without the Company’s prior written permission, to delegate fulfillment of any of the Company’s orders to a third party. Should the Seller do so, the Company shall be entitled forthwith to repudiate the contract with immediate effect and to demand compensation for damage. Any claims exercised or filed against the Seller and the Seller’s subcontractors cannot be precluded on a blanket scale in advance, and should any party do so this shall not be effective in respect of the Company.
10. Force Major 10.1. In a case of a force major, accident, breakdown, downtime of any kind, strike by employees, blockade, or any other similar cases which shall result in an interruption or restriction in the Company’s activities, the Company shall be entitled to halt the discharge of hitherto assumed obligations without recourse or may cancel any orders made hitherto in full or in part.
11. Governing Law 11.1. Any and all legal relations affected by these Terms and Conditions shall be governed by the law of the Slovak Republic, in particular by Coll., the Commercial Code.
11.2. All disputes which arise from legal relations affected by or in connection with these Terms and Conditions shall be settled by a court with material jurisdiction. Unless the express local jurisdiction of another court is stipulated by law, the court with local jurisdiction shall be a court based in Nitra.
12. Joint and Final Provisions 12.1. The Company shall be entitled to set off receivables against any of the Seller’s receivables.
12.2. Should any of the provisions hereof become or prove to be invalid, unlawful, or unenforceable, the validity and enforceability of the other provisions shall not be hereby affected. The Contracting Parties shall replace such an invalid, unlawful, or unenforceable provision, by agreement, with a valid, lawful, and enforceable provision, with the same or at least similar commercial and legal purpose.
12.3. The Seller shall maintain confidentiality of all any and all information which the Seller obtains in connection with commercial relations with the Company, in particular information about the quantity and prices of purchased products. Should the Seller breach this provision, the Seller shall compensate the related damage caused.
12.4. E-mail messages shall be deemed delivered to the Company when they are discovered and opened by employees of the Company in normal working hours. If they are opened after normal working hours, they shall be deemed delivered on the next working day.
