General terms and conditions of METAL STEEL INDUSTRY s.r.o.
Valid from: 1.12.2023
I. Conclusion of contract
1.1 Client shall send order to supplier in writing, including electronic means of communication.
1.2 Order for goods received by supplier shall be binding, unless if it is clear in accordance with the content of notice that it is only letter of interest for the product to be manufactured as the output of the services to be provided under paragraph 1.3. of these conditions.
1.3 Order for services (application for preparation of technical specifications and drawings of the product) is binding only for the service, does not require the client to purchase goods to be manufactured according to documents processed.
1.4 Order for goods under section 1.2. of present GTC is the proposal to conclude a contract of sale of goods, Order for services under paragraph 1.3. is the proposal to conclude a service contract.
1.5 Offer to conclude a contract is accepted by the supplier, if after receipt of orders:
a) confirms the order,
b) arrives at the construction site or place of work of the contract,
c) take any other explicit or implicit action, willing to perform the contract.
1.6. Order´s changes and additions to the orders, have effect only in the case of mutual confirmation by both parties.
1.7 Bid submitted with documentation processed according paragraph 1.3. of this GTC is deemed to be offer to conclude a binding contract, the subsequent order of goods is an acceptance of the offer.
II. Object and nature of the contract
2.1. The object of the Contract of sale of goods is the delivery of goods by the supplier to the client, including the order for production.
2.2 The object of the Services Contract is to create technical drawings and specifications of the product, which is the basis for ordering goods, along with bid as provided for in the paragraph 1.7. of the present GTC.
2.3. Range of the Order can be established also via copy of the documentation from the client´s record or a third party record on services delivered.
III. Price and payment terms
3.1 The client is obliged to pay to supplier duly and timely the agreed or determined price. For the service, the prices published by the supplier before time of order is applicable. For the sale of goods purchase price contained in the supplier´s catalogue in force prior to receipt of order is applicable, for the bid, the price specified in the bid is binding.
3.2. The price is payable on as provided in the invoice, unless otherwise agreed. Invoice due date unless the parties agree otherwise, shall be 10 days from receipt of the invoice in written or electronic form.
3.3 Supplier reserves the right to change pricesin the case of change of the price of raw materials and energy, the exchange rate or currency transactions compared to the supplier currency from the date of the contract to date of taxable transaction by more than 4%.
IV. Retention of title
Goods covered by the contract on sale of goods, remains the property of the supplier until the goods are paid for the full purchase price. Ownership of the goods passes to the Buyer only upon payment of the full price under the relevant provisions of the law applicable on the retention of title.
V. Delivery of goods, warranty, liability for damages, remedies
5.1 The supplier undertakes to deliver the goods correctly and timely, in the ordered quantity and quality to the place ordered by the client. The client must confirm receipt of goods. In the case where the goods are handed over to the transport forwarding company, with proven correct client name, it is taken as delivery of such goods, without acknowledgment of receipt and supplier reserves right to charge the cost of packaging and transport.
5.2. The supplier must deliver the goods within the time mutually agreed with the client. Supplier will ensure the delivery of goods at least within three weeks after the contract if not otherwise agreed in the order.
5.3. If the client has to make payment to the supplier prior to delivery of the goods, the period for delivery run only from the date of crediting of the payment to the bank account of the supplier.
5.4 Remedies based on apparent defects of the goods, as well as the quantity and type of goods, shall client apply upon receipt of the goods, if there is no other arrangements.
5.5 Application for defect performance remedies during warranty limitation period, shall be submited to the supplier in writing or electronically at the agreed electronic address. In the case of mechanical damage to the goods which occured after the signing of the bill of delivery warranty does not cover such mechanical damages. In the case of mechanical damage under this paragraph, the client takes note that he is entitled to damages only against persons who caused the damage.
5.6 Warranty does not cover defects caused by transport, improper storage, storage of goods without original packaging, improper handling, improper installation conditions violation assembly factors and the suppliers reach.
5.7 The warranty ends at the moment when the buyer or a third party makes modifications or repairs products, interventions to some part of the products without prior written consent from the seller.
5.8 The supplier is not liable for damages caused by breach of the instructions for installation, commissioning and operation.
5.9 Post-warranty service is performed by the sponsor, who installed the product to a third party.
5.10 The supplier provides a guarantee to the client to the extent of warranty limits periods set up by applicable law, for this guarantees supplier does not issue a warranty.
5.11 Installation must be made by a person qualified and certified for installation.
5.12 Other obligations of the contracting parties in claims from product defects are governed in the regulation of liability for defects. The customer is always obliged to demonstrate adequate measures to prevent incorrect use of products, or their use contrary to their purpose.
VI. Delay with payments
6.1 In case of the late payment the supplier is entitled to payment for non-compliance under Article 9:509 of the Principles of European Contract Law agreed as pro rata 1% of the amount due for each day of delay, which is due on the day following the receipt of the demand for payment, even if the appeal relates only to the principal claim. Payment are not limiting nor excluding right to damages.
6.2 In case of delay with payment parties agreed default interest of 0.5% per day of delay. Contractual interests are not limiting nor excluding right to damages.
VII. Information duty
7.1 The Client agrees that in the event that he or any person relevant for any lawsuit for avoidance of actions in fraudem creditoris under the applicable law, establishes a company as a partner, or participate in its establishment as the agent or managing director, or he will be in a society grant of a proxy shall notify the supplier. For each day of violation of this obligation supplier is entitled to the agreed payment for non-compliance under Article 9:509 of the Principles of European Contract Law of 1000 EUR per week of any of such failures.
7.2 The Client undertakes to notify the supplier of his insolvency, as well as the entry into liquidation or bankruptcy, within 10 days of the decisive event occurring, in the event that he does not do so, the supplier has the right to compensation for damages.
VIII. Solidary obligations and settlement of multilateral disputes
8.1 If any member of the group of entrepreneurs under the applicable law, including property-related companies and entrepreneurs who show an group identity in the use of common distinctive features in the business name , send order to the Supplier and then ordered goods are:
a) accepted by the other members of the group,
b) accepted by some of the members of the group in the premises, place of business or registered office of another member of the group,
c) accepted in the premises in joint operation of the more members of the group,
such event is deemed as proper confirmation of solidary obligation under Art. 10:102 Principles of European Contract Law.
8.2. Individual who enters into a contractual relationship in behalf of customer who is a legal entity expressly declares that he, as the individual, is a guarantor for the customer and that he will satisfy the supplier, if the customer fails any of his debts to the supplier. The supplier agrees with this statement and accepts the person who concluded the contract in behalf of the customer, who is a legal entity, as the customer's guarantor.
8.3. For the dispute resolution from obligations or multilateral transactions, which occur base closure of the contract and acceptance of the work/goods according to the previous paragraphs, Article VIII will be applied.
IX. Dispute Resolution and Choice of Law Agreement
9.1. Disputes arising from this contract, including disputes about validity, interpretation or cancellation, will be resolved in court proceedings in accordance of the Code Civil Procedure and through the Slovak court system, preferably of District Court at the supplier's headquarters.
9.2. In case of contractual relations, the contracting parties agreed their legal relations, resulting from the contract, including relations to secure obligations from these contracts, compensation for damages, etc. are governed by the laws of Slovak Republic, regardless the customer address or place of business.
X. Final establishments
10.1. The business conditions are binding after releasing of the supplier's website www.metalsteelind.sk at the date of releasing (the date specified in the document) and are also available at the supplier's headquarters.
10.2. The business conditions are valid in full which that are listed at the supplier's website at the day the order is sent by customer. These conditions are based on the free will of both contracting parties, and the parties declare that changes to the dispositive provisions of the laws governing their contractual relationship do not affect their validity. The parties consider the content of these conditions be in accordance with good morals and declare that in the future they will not object to the contradiction of these conditions or their parts with good morals or with fair business dealings.