General Terms and Conditions

                

General Terms and Conditions of FOR Clean, a.s.

 

1.  Introductory provisions and definitions

 

1.1 These General Terms and Conditions (hereinafter "GTC") relate to business relationships between the Purchaser and the company FOR Clean, a.s. with its registered office at Vrbovská cesta 39, 921 01 Piešťany, SR, Co Reg No. (IČO): 36234923, VAT ID No. (IČDPH): SK2020170306, registered in the Company Register of the District Court of Trnava, Section No. 10134/T, Insert No. Sa (hereinafter “Vendor“).

1.2 Purchasers are any legal entities or natural persons with whom the Vendor entered into a business relationship (hereinafter “Purchaser”) in accordance with these GTC for the production and delivery of Goods and Services provided by the Vendor.

1.3 Business relationship means the delivery of Goods or Services by the Vendor to the Purchaser.

1.4 Order is a unilateral legal act of the Purchaser by which it orders Goods or Services from the Vendor and which is issued in accordance with the Commercial Code.

1.5 Goods mean the items manufactured or purchased by the Vendor for the purpose of fulfilling the Purchaser's order (hereinafter "Work", "Goods" or "Products").

1.6 Service means any work specified and provided by the Vendor, including the material used.

1.7 Bill of delivery is a document confirming the proper handover and receipt of ordered Goods or Services between the Vendor and the Purchaser.

1.8 Complaint means a written legal act of the Purchaser claiming its rights from the Vendor’s liability for defects or warranties for the quality of Goods or Services, performed in accordance with the complaint conditions of the Vendor specified in Article 9.

 

2.  Validity and purpose of GTC

 

2.1 The GTC of FOR Clean, a.s. shall apply to all business relationships between the Vendor and the Purchaser, unless otherwise agreed in a written confirmation of the contractual relationship (Contract for Work, Framework Agreement, Order, etc.). The contractual provisions take precedence over the GTC.

In terms of these GTC, the Contract shall be deemed signed on the day of signing the Purchase Contract in its written form by both parties or on the day of the order confirmation.

2.2 The purpose of the GTC is to determine the production, delivery, payment and price conditions under which the Vendor will produce and deliver the Work to the Purchaser on the basis of a contract or the Purchaser's order.

2.3 The Vendor is entitled to unilaterally change the GTC if necessary, but it is obliged to notify the Purchaser of such changes without undue delay in writing or electronically (such as e-mail) and publish the current version on its website www.forclean.sk.

 

2.4 The GTC in the wording current at the time of establishing the business relationship shall be binding for the business relationship between the Vendor and the Purchaser, unless they are changed according to point 2.3. The Purchaser has the right to refuse such changes and agree in writing with the Vendor to modify the conditions or terminate the contractual relationship.

2.5 By placing an order, the Purchaser confirms that it has read, acknowledged and agreed with the information and conditions of the Vendor's GTC, which the Purchaser confirmed in the order.

2.6 Application of the sales terms and conditions of the Purchaser or any other GTC is hereby expressly excluded, unless the Contracting Parties agree otherwise.

2.7 Should any provision of the GTC become invalid or ineffective in any respect under the applicable legislation, this shall not affect or influence the validity, effectiveness or legal faultlessness of other provisions.

2.8 These GTC are valid from 1 September 2019.

 

3. Subject of performance, order

 

3.1 The mutual relationship of the Contracting Parties arises from the confirmation of a binding order of the Purchaser addressed to the Vendor, in particular, in writing by post, by e-mail (electronically) or delivered in person to the Vendor's registered office.

3.2 The Vendor shall make the Work for the Purchaser — the Products according to individually applied written orders, based on the specific quotation of the Vendor stating its number, according to the production documentation or drawings of Products.

3.3 The basis for the price calculations to the quotations of the Vendor shall be formed of individual orders of the Purchaser, statements of quantities (specifications), drawings or production documentation of the Purchaser.

3.4 Multiple orders can be placed at the same time, which must be confirmed in writing by the Purchaser. Each order is considered to be a separate contractual relationship, independent of other orders.

3.5 The order must contain in particular:

• order number

• identification information of the Purchaser (company name and data according to an extract from the Company Register or Trade Register, i.e. importantly the registered office, company registration number, Tax ID number, VAT ID number, e-mail address, phone number, bank account details)

• entire product specification (e.g. drawings — attached to the order)

• the Vendor's quotation reference number

• place and method of delivery of the Goods

• the required delivery date

• the requirement for accompanying documentation,

• the requirement for packaging,

• the date of issue of the order,

• the name of the Purchaser's responsible person authorized to order and take over the Goods from the Vendor,

• the signature of the responsible person.

3.6 The Vendor is obliged to announce the conditions for acceptance and acknowledgement of the order in writing within five days from the receipt of the order, otherwise, the order is considered unaccepted. The delivery date of the Products in each individual case must be confirmed in writing by the Vendor, otherwise the delivery date is not binding for the Vendor. 

3.7 The Purchaser's orders are binding.  

3.8 The need for certificates, confirmation of test reports, attestations, declarations of conformity, etc., or a request for specific product characteristics for which the Purchaser will request a written declaration of such characteristics by the Vendor (hereinafter referred to as "Product Certificates"), has to be notified by the Purchaser in writing before sending a particular order for such Products or together with the order, at the latest. The Vendor is not obliged to submit the product certificates based on the Purchaser's request delivered after the receipt and confirmation of the order of such Products by the Purchaser. In such a case, the Vendor's obligations to properly produce and hand over the Products are considered as fulfilled without submitting the product certificates.

 

4. Purchaser's cooperation and obligations

 

As performing the Work, the Purchaser is obliged to cooperate and ensure the following:

4.1 The Purchaser will submit the valid documentation and complete product specification together with a binding order.

4.2 Upon the Vendor's request, the Purchaser shall approve or comment the production documentation (unless it is from the Purchaser) by the deadline requested by the Vendor.

4.3 The Purchaser is obliged to take over the Products according to the confirmed order and the submitted documentation and pay the agreed price for their production if the price or part thereof was not payable before the takeover of the Products.

4.4 When exporting Goods from the Vendor's country to other EU countries, the Purchaser is obliged to send a written confirmation to the Vendor within 3 days from the receipt of the Work (Products) by itself or by its authorized person. The completed and signed confirmation must contain the following details: the name and registered office of the purchaser; quantity and type of Products; the delivery address and the shipment completion date; the name and surname of the driver of a motor vehicle in block letters and their signature and the registration number of the motor vehicle used for the transport of Products. If the completed and signed confirmation is sent by e-mail within three days, the Purchaser is also obliged to send the original of this confirmation by post within 14 days from the receipt of the Work.

 

5. Price

 

5.1 For the subject of performance according to Article 3, the Purchaser is obliged to pay the Vendor the price of the agreed amount, which is set for individual orders separately and confirmed in writing by the Purchaser in the Vendor's quotation to which the order refers.

5.2 The price is set by the FCA and includes packaging (excluding pallets) and loading the Products at the Vendor's registered office. The transport of Products is not included in the price of the Work and the transport is at the Purchaser's expense. 

5.3 The Purchaser and the Vendor agree that returnable shipping pallets will be invoiced as a separate item, after returning undamaged pallets, and the Vendor will issue a credit note to the Purchaser for the number of pallets returned for the respective order.

 

6. Term of performance

 

6.1 If the Purchaser is committed to cooperate (e.g. advance payment, submitting documents, provision of material or parts, etc.), the term of performance depends on the timely fulfilment of the Purchaser's obligations resulting from their agreement. In such a case, the Vendor shall be entitled to set a new delivery date for the Products or parts thereof with respect to production capacities, which shall not be deemed a delay or a reason for withdrawal.

6.2 The Vendor's obligation to deliver the Goods is fulfilled on the date on which the Vendor informs the Purchaser that the Goods are ready for takeover or shipment. If the delivery time is set by a time limit, the Vendor is entitled to deliver the Goods during the whole time of this limit.

6.3 The Vendor shall notify the Purchaser that it is ready to hand over the Products in writing, by e-mail or by phone within two (2) working days in advance.

6.4 If the Purchaser fails to take over the Products after 15 days from the set delivery date, the Vendor shall be entitled to charge the Purchaser for storage or to store the Products at a third party such as a warehouse-keeper; the costs for storing and care of the Products shall be borne by the Purchaser and the Vendor shall be entitled to invoice such costs to the Purchaser. The Vendor shall notify the Purchaser in writing of the storage of the Products at a third party.

6.5 The Vendor is entitled to delay the delivery of the Goods to the Purchaser until the payment of all due obligations of the Purchaser to the Vendor, whereas the failure to hand over the Products at the time of delivery under such conditions shall not be considered a delay or a reason for withdrawal from the Contract.

6.6 The Vendor is not liable for damages or other claims arising from the delay in delivery of the Goods if such a delay was caused by circumstances excluding liability that occurred with the Vendor or its subcontractor.

 

7. Terms of delivery

 

7.1 The Vendor is obliged to deliver the Products according to the FCA INCOTERMS® 2010 delivery specification to the place of delivery: FOR Clean a.s., Vrbovská cesta č. 39, Piešťany, Slovak Republic.

7.2 The Vendor shall fulfil the obligation to make and hand over the Work; and the Work or its individual parts shall be deemed taken over by the Purchaser at the moment when the Vendor allows the Purchaser to manipulate with the properly made Work at the place of handover of the Work; i.e. at the moment of handover of the Work for its transport by the carrier ordered by the Purchaser.  

7.3 The Vendor shall hand over the Work with a bill of delivery or waybill. The bill of delivery shall contain, inter alia, the identification and quantity of the Products and the order number. The Purchaser is obliged to confirm the receipt of the Work, or pallets on or in which the delivered Work is stored, on such a bill of delivery along with the registration number of the vehicle and the legible name and signature of the taking-over person.

7.4 The Vendor also reserves the right to perform a partial delivery and the Purchaser is obliged to take over partial deliveries providing the Vendor has informed it of them in advance and the reasons thereof.

7.5 In case the Purchaser fails to ensure the delivery of the Work from the place of delivery of the Work within the delivery date, the Work shall be deemed taken over by the Purchaser upon the expiry of the agreed delivery date. The Vendor is then not obliged to send off the Work.

7.6 When taking over the Goods by the Purchaser, the Purchaser is obliged to immediately check their completeness and quality.

7.7 At the moment of the takeover of Goods or its individual parts by the Purchaser, the risk of loss, destruction or damage to the Goods passes to the Purchaser, even in the case when the Purchaser does not take over the Goods or its part and the Vendor stores them in accordance with Article 6.4 of these GTC.

 

8. Method and date of payment

 

8.1 The Vendor is entitled to invoice for the partial performance and the Purchaser is obliged to pay such an invoice within the due time.

8.2 The Vendor shall provide the Purchaser within the due time of invoices in the specification of a quotation. If advance invoices have been issued, they shall be cleared in the final invoice. The Purchaser's obligation to pay the price is deemed fulfilled at the moment of crediting the entire invoiced amount to the Vendor's account or confirming the receipt of the payment in cash.

8.3 If the Purchaser fails to take over the Products within the due date confirmed by the Vendor in the order, the Vendor shall be entitled to invoice the price of the Products to the Purchaser.

8.4 The Purchaser acquires titles to the subject of performance only after the full payment of the purchase price to the Vendor.

8.5 The Purchaser has no right to withhold or reduce the payment due to a counterclaim or to pay the obligations to the Vendor by receivables of third parties or by crediting its own receivable, unless agreed in writing with the Vendor in advance.

8.6 If the Purchaser changes the order settings or cancels the order or its part, it is obliged to pay to the Vendor all costs related to the Work in progress of the order, ordered materials and related deliveries.

 

9. Warranty conditions, complaints

 

9.1 The Vendor provides a 24-month warranty on its produced Goods, which begins on the day of takeover of the Work by the Purchaser. The warranty period of the purchased Goods, consumables and mechanically stressed parts is provided for the duration declared by the manufacturer. The warranty period for trouble-free removal of the protective film of the Work is provided by the Vendor for six months from the receipt of the Work.

9.2 The Purchaser is obliged to check the completeness of the Goods, quality of the Work, possible mechanical damage, etc. If the Purchaser finds out after unpacking the Goods, that they are damaged, incompletely delivered or in any non-compliance with the requirements of the order, it is obliged to inform the Vendor in writing within three days after the receipt of such Goods. Otherwise, the Vendor reserves the right not to accept the claims for mechanical damage or incorrect number.

9.3 The complaint must be submitted immediately in writing after the defect has been discovered to the email address reklamacie@forclean.sk, or to the sales department of the Vendor, if circumstances allow, along with the delivery of the claimed Goods to the Vendor's registered office.  

9.4 Complaints must include:

a) Product identification: 

• product name,

• bill of delivery number and date,

• number and date of order/contract for work,

• payment receipt for the product.

b) Description of the defect, including photographs:

• defect details,

• general view,

• position of the defect with respect to the product, where it is located,

• the extent of the defect in the delivered quantity.

c) Suggested solution of claims including an estimation of the amount of damage.

d) Statement whether the defect can cause further damage.

e) Request for compensation.

f)  Request a date of inspection of the claimed product if necessary or required.

 

9.5 Conditions for assessment of complaint:

• the claimed parts must be physically submitted, or the Purchaser will provide access for the authorized person of the Vendor at the place of inspection, where the delivered product is installed; in exceptional cases photographs may be sufficient,

• if the cause is mechanical damage to the Goods, it is necessary to take and send photographs documenting and identifying the damage:

a) transport packaging of the claimed Products from the place of unloading must be integral,

b) general view of the loading area before unloading of the vehicle, including the licence plate,

c) written record of communication with the carrier (into CMR, bill of delivery),

• compliance with the conditions for storing and maintaining the Products recommended by the Vendor or specified in the maintenance manual, if issued by the Vendor for a product in question,

• the claimed Goods or parts thereof cannot be used, sold, processed, adapted or otherwise modified by the Purchaser until the claim is settled; if the claimed product or its parts are transferred to a third party within the period after the complaint is notified to the Vendor, the claims of the Purchaser against the Vendor due to liability for defects shall expire automatically.

9.6 Within the complaint of the product defects, the Purchaser is entitled to:

• require removal of the defect by repairing the product if the defect is repairable,

• require the removal of defects in the product(s) by supplying replacement product(s) for the defective product or by supplying the missing product,

• request a reasonable discount on the purchase price.

The amount of the claim cannot be changed by the Purchaser without the Vendor's consent.

9.7 The Vendor is obliged to remedy the recognized defects by means of compensation, credit note or in other agreed manner, however, not later than 30 days from the delivery of the complaint from a natural person. The handling time of the complaint of a legal entity is determined individually depending on the difficulty of the complaint. This fact is regulated by the Commercial Code. Other claims, in particular, for indirect and consequential damages are excluded from liability for defects.

9.8 The Vendor is obliged to remedy justifiably claimed defects free of charge. Only defects which are proven to be caused by the Vendor are considered as justifiably claimed defects.

9.9 The Vendor is obliged to take all measures necessary to prevent or mitigate any damage in the case of a defective product.

9.10 If an unjustified claim is found, it will be rejected with statement and written notification to the Purchaser. The Vendor has the right to claim against the Purchaser the costs incurred for the Vendor's unjustified claim.

 

9.11 A complaint is considered unjustified:

• if the Goods have been placed or stored in an unsuitable environment (moisture, sun exposure, chemically or otherwise an unsuitable environment; the products with surface treatment for interior must not be stored in areas unprotected against weather influences),

• in the case of neglect of the professional care for the Goods, improper handling or unprofessional manipulation with the Goods by the user or other persons,

• in the case of improper transportation or handling,

• if the Goods were used for a purpose other than the use stated in the inquiry, order, or as declared by the Vendor,

• if the Purchaser did not disclose essential circumstances that affected functionality,

• in the case of negligence or wilful damage or destruction of the Goods,

• if an inevitable event occurred as a result of force majeure,

• if other causes arose without the fault of the Vendor.

9.12 During the repair, the warranty period is extended to the time for handling the complaint. In the case of replacement delivery, a new warranty period commences from the date of delivery and acceptance of the replacement delivery.

9.13 The Vendor shall be liable for provable damage caused by a breach of its obligations only up to the value equal to the purchase price of the claimed product.

9.14 Damage to the delivered Goods which occurred after the transfer of the risk of damage to the Purchaser or the complaint made to the Vendor do not affect the Purchaser's obligation to pay the price of the Work.

 

10. Contractual penalties and interests on delay

 

10.1 In the case of the Vendor's delay in handing over the Work, the Purchaser shall be entitled to claim from the Vendor an interest on delay in the amount of 0,05 % of the price of the undelivered part of the Work for each day of delay. This point does not apply to delays resulting from any insufficient cooperation of the Purchaser according to Article 4 of the GTC.

10.2 In the case of late payment of the advance or final invoice, the Vendor shall be entitled to claim from the Purchaser an interest on delay in the amount of 0,05 % of the unpaid part of the Work price for each day of delay.

10.3 In the case that the Purchaser is delayed in taking over the Work for more than 15 days, the Vendor has the right to charge the Purchaser a storage charge in the amount of 0,05 % of the price of the Work not taken over for each day of delay. If the Goods have been stored by a third party such as a warehouse-keeper, they have the right to invoice the incurred costs for such storage and care of the products.

 

11. Special provisions

 

11.1 The Vendor may entrust the performance of the Work to a third party, but it shall be liable as if the Work was performed by the Vendor itself.

11.2 The supplied drawings are the intellectual property of the Purchaser and the Vendor is obliged not to disclose any non-standard design solutions or not to use them for other purposes.

11.3 The Purchaser is entitled to check the performance of the Work. The Purchaser is obliged to notify the Vendor in writing or e-mail within 3 days in advance about the date of the inspection of the Work.

11.4 In claiming damages and costs, the Contracting Parties shall comply with the provisions of Sections 373 – 386 of the Commercial Code of the Slovak Republic.

 

12. Withdrawal from the contract and order

 

12.1 Withdrawal from the Contract shall comply with Sections 344 – 351 of the Commercial Code. In the case of withdrawal, the beneficiary Party shall be obliged to give the other Contracting Party a reasonable period of time for the subsequent performance with a notice that the breach of this time period will cause the withdrawal from the Contract.

12.2 The Vendor is entitled to withdraw from the Contract in the case of commenced bankruptcy proceedings on the property of the Purchaser or in the case of the Purchaser's entry into liquidation.

12.3 The withdrawal from the Contract is effective on the day of the delivery of a written notice of withdrawal to the other Party. The Contracting Parties agree that the withdrawal from the Contract shall be sent by registered mail to the address of the other Contracting Party registered in the Company Register.

 

13. Force majeure

 

13.1 The Parties shall not be liable for consequences arising from cases of "force majeure" such as natural disasters, civil commotion, fire, or any circumstances beyond the control of either Party which, wholly or partially, interfere with the fulfilment of the obligations and which cannot be avoided by any efforts of both Parties. The Party claiming "force majeure" is obliged to inform the other Party about all events arising from the above mentioned circumstances. If such situation or event occurs, the Services shall be deemed to be deferred for a period of "force majeure" and for a reasonable period not exceeding one month for the resumption of the service.          

 

14. Personal data protection

 

14.1 Information regarding the protection of personal data is published on www.forclean.sk.

 

15. Final provisions

 

15.1 The Parties agree that all arrangements resulting from the business relationship and the GTC are governed by the laws of the Slovak Republic.

15.2 Relationships between the Contracting Parties not expressly regulated in these GTC are governed by the relevant provisions of the Commercial Code of the Slovak Republic and related regulations. The contractual relationships with natural persons — not entrepreneurs are also governed by the Commercial Code of the Slovak Republic.

15.3 Any disputes arising from the business relations shall be resolved preferably by agreement of the statutory representatives of the Contracting Parties.

15.4 The Contracting Parties are obliged to inform each other without delay of changes in identification data (business name, registered office, company registration number, etc.), telephone, fax or e-mail contact or details important for the execution of business relationships (e.g. entry into liquidation, bankruptcy declaration, etc.).

15.5 The Contracting Parties agree that all written notices and documents under this Contract shall be delivered by registered mail to the address of the Party specified in the header of the order or by personal delivery. If any Contracting Party refuses to accept a registered mail or a personal delivery or if the post office returns a registered mail to the sender as not received within the due time or with the indication 'consignee unknown', the delivery shall be deemed received on the third day after the dispatch.

 

In Piešťany, on 1 September 2019                                

               

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