Terms and Conditions

Article I.
Introductory Provisions

  1. These General Terms and Conditions (hereinafter referred to as the „General Terms and Conditions“) of IPM Industries, s.r.o., ID No.: 36629561, with registered office at: Sokolská 12, Zvolen 96001, registered in the Commercial Register of the District Court in Banská Bystrica, Section Sro, File No. 22322S, represented by the director: Ing. Miroslav Mojžiš, and operations at the address: PPS Group Complex, Detva 96212 (hereinafter referred to as „IPM Industries“ or the „Seller“) are effective from 01.01.2019 and revoke the validity of previous general terms and conditions and practices. The General Terms and Conditions are available at the IPM Industries, s.r.o. premises in Detva or as a document on www.ipmindustries.sk.
  2. By concluding the Contract or submitting an order, the Buyer confirms that they have familiarized themselves with the General Terms and Conditions, which may, in some cases, also be an annex to the contract. The Buyer agrees without reservation to the wording of the General Terms and Conditions. The Seller will not consider the Buyer’s purchasing or other business terms.
  3. The Buyer is understood to be the business partner of the Seller (a natural or legal person) who has entered into a Contract with the Seller, the subject of which is the transfer of ownership rights to the products that the Seller sells as part of its business activity (hereinafter referred to as the „Buyer“).

Article II.
Delivery and Payment Terms

  1. The delivery terms and price are determined in accordance with Incoterms® 2010 (unless otherwise specified in the Contract), based on the agreement between the contracting parties. No amount may be deducted from the payment for the goods.
  2. Deliveries will be made based on individual orders from the Buyer.
    a) The order must contain the identification of the orderer/Buyer and the supplier/Seller, identification of the subject of performance (including the technical specification of the goods)
    b) the purchase price or a reference to the price list
    c) delivery terms according to Incoterms® 2010
    d) delivery date
    e) the date, stamp, and signature of the orderer/Buyer.
  3. The Seller (or its authorized person) will confirm the order in writing no later than 72 hours after receiving the order from the Buyer. Upon confirmation of the order, a binding obligation arises between the Seller and the Buyer. The written confirmation of the order is decisive for concluding the purchase contract or any other agreements and for determining their scope.
  4. Written confirmation also includes confirmation via email or fax.
  5. If the order does not contain the required elements according to this article, the Seller will return it to the Buyer for completion.
  6. The Buyer is not entitled to change the order, especially the technical specification of the goods, unless the contracting parties agree otherwise. Changes and additions to the order are binding for the Seller only if they are approved and confirmed in writing by the Seller.
  7. The Seller will manufacture the goods according to the agreed international, domestic, or other technical specifications for dimensional, mechanical, physical, surface, or other agreed characteristics. Any other technical specifications and/or additional requirements of the Buyer are binding for the Seller only if they are specified in the Contract and approved by both contracting parties.
  8. The Seller will deliver the goods according to the agreed delivery terms as per Incoterms® 2010.
  9. If the place of delivery of the goods is the Buyer’s registered office or other business location, or any other place designated by the Buyer, the Buyer is obligated to provide the Seller with the necessary assistance for the handover of the goods. If the Buyer fails to provide the necessary assistance and the goods are not handed over due to the Buyer’s fault, the Buyer is required to reimburse the Seller for all costs incurred due to the failure to take delivery of the goods.
  10. The Seller is not obligated to deliver the goods to the Buyer and has the right to stop the production of the ordered goods or withdraw from the Contract if the Buyer is in delay with the payment of any claims of the Seller (regardless of the legal title of their origin) towards the Buyer from any contract. Such actions will not be considered a delay on the part of the Seller.
  11. The Seller is not obligated to deliver the goods to the Buyer unless the Buyer submits shipping instructions for the goods in writing no later than five (5) days before the agreed delivery date.
  12. The delivery will include a delivery note. The Buyer is obligated to confirm receipt of the goods on the delivery note to the Seller’s driver or to send the confirmed delivery note to the Seller’s registered office within 3 days of receiving the goods.
  13. The delivery will also include other accompanying documents in Slovak and English, especially shipping documents and other certificates whose preparation and content are required by the applicable legal regulations of the Buyer’s and/or Seller’s country.
  14. The delivery note must contain:
    a) order/purchase contract number
    b) identification of the orderer/Buyer and the supplier/Seller
    c) identification of the goods (name of the goods, price, quantity, catalog number, order number, and serial number)
    d) identification of the person receiving the goods
    e) delivery address of the goods
    f) date of receipt of the goods.
  15. Handling of shipping packaging (especially Euro pallets) will be done on an exchange basis. Shipping packaging will not be subject to invoicing. The price for one Euro pallet is set at 10 EUR.
  16. The Buyer is obligated to submit a copy of the decision from the tax office assigning the VAT identification number before concluding a contract with the Seller and to state the valid VAT identification number under which the goods will be purchased (VAT ID) when delivering the goods in the territory of the Slovak Republic (SR) or for intra-community delivery of goods to the Member States of the European Union (EU). The Buyer is obligated to immediately notify the Seller in writing of any change or cancellation of the Buyer’s VAT ID.
  17. If the Buyer is in delay with the payment of the purchase price for more than thirty (30) days, the Seller is entitled to unilaterally change the payment terms and reserves the right to regain possession of the goods. The Buyer is required to provide the Seller with all the necessary assistance to regain possession of the goods. The Buyer bears the costs of regaining possession of the goods.
  18. In the case of a complaint, the Buyer is not entitled to withhold any payments to the Seller or the goods that are to be returned to the Seller or to unilaterally offset its claims against the Seller. A complaint does not entitle the Buyer to refuse to accept further deliveries of goods from the Seller. The Buyer’s claim(s) will be handled separately and will not affect the Buyer’s obligation to pay the purchase price for the goods on or before the agreed due date.
  19. The price is invoiced in euros. If the price is agreed in another currency, the exchange rate of the European Central Bank valid on the day the Order is sent by the Buyer to the Seller will be used to convert the price to euros.
  20. The payment deadline is agreed in the Contract. If no payment deadline is agreed in the Contract, the payment deadline is fifteen (15) calendar days from the delivery of the invoice to the Buyer’s registered office.
  21. The price is payable by bank transfer to the Seller’s account. The price is considered paid on the day the price is credited to the Seller’s account. Bank fees related to the transfer are paid by each party to their own bank at their own expense.
  22. The Buyer or the Seller will settle invoices or other mutual claims of the Buyer and Seller by offsetting their claims only after prior written consent from the other contracting party.
  23. If the Buyer fails to pay the price of the goods by the agreed due date, the Seller is entitled to charge the Buyer default interest of 0.05% of the unpaid amount for each day of delay.
  24. If the Buyer does not collect the ordered goods at the place of delivery on the delivery date and not within an additional 30-day period from the delivery date, the Seller is entitled to charge the Buyer for the storage of the goods. The storage fee is set at 0.30 EUR/day/m2.

Article III.
Warranty Conditions, Liability for Damages

  1. The warranty conditions for the goods and the complaint procedure are governed by the applicable Complaint Procedure of the Seller and the applicable legal regulations of the SR. The purchase document, invoice, and delivery note serve as the warranty certificate.
  2. The Buyer is responsible for damages caused to the Seller by breaching their legal or contractual obligations or by their actions in performing the contract or in connection with the performance of the contract.
  3. The Buyer and the Seller are not liable for damages caused by force majeure.

Article IV.
Ownership and Risk Transfer of Goods

  1. The risk of damage to the goods passes from the Seller to the Buyer according to the agreed delivery terms.
  2. Ownership of the goods transfers from the Seller to the Buyer at the moment when the payment for the goods is credited to the Seller’s bank account.
  3. The Seller remains the owner of the goods until the full purchase price is paid to the Seller (retention of title). In this case, the Buyer is only the holder of the goods.
  4. In the case of processing and manufacturing goods subject to a retention of title under these general terms and conditions, the Seller remains the owner of these goods. When goods subject to retention of title are processed, combined, or mixed with other goods owned by the Buyer, the Seller acquires co-ownership rights to the new product in proportion to the accounting value of the goods subject to retention of title, compared to the accounting value of the other used goods. Until the Buyer becomes the owner of the goods, the Buyer is obliged to maintain them in good condition at their own expense.

Article V.
Confidentiality and Protection of Confidential Information

  1. The entire content of the Agreement is confidential. The parties are required to maintain absolute confidentiality about confidential information. The obligation to maintain confidentiality applies to any third party. Providing confidential information to public authorities according to relevant legal regulations is not considered a violation of the confidentiality obligation, provided that confidential information is disclosed to public authorities in accordance with the legal regulations.
  2. Both parties are fully and unconditionally responsible for any breach of the confidentiality obligation, even if it results from a breach of the work duties of any of their employees.

Article VI.
Amendment of General Terms and Conditions, Amendment and Termination of the Agreement

  1. The Seller has the right to unilaterally change the general terms and conditions. The Seller will inform the Buyer of changes to the general terms and conditions and the date of their effectiveness in an appropriate manner through the Seller’s website. The current version of the general terms and conditions is available for inspection at the Seller’s premises and on the Seller’s website.
  2. The Agreement may be amended only based on a mutual written agreement signed by both the Seller and the Buyer. This provision does not apply to amendments to the general terms and conditions according to the previous point.
  3. The Agreement can only be terminated based on a mutual written agreement of both parties signed by the statutory representatives of the parties, by withdrawal in accordance with the general terms and conditions, or in any other manner mutually agreed upon in the Agreement.
  4. The Buyer is entitled to withdraw from the Agreement or Order based on the reasons specified in Act No. 513/1991 Coll. Commercial Code and other legal regulations if the Seller grossly breaches its obligations and commitments under the Agreement and/or the general terms and conditions.
  5. The Seller is entitled to withdraw from the Agreement if the Buyer fails to pay the agreed price within a reasonable additional period specified in the written payment reminder, or if the Buyer becomes insolvent, enters into bankruptcy, restructuring, or if a petition for bankruptcy or restructuring is filed against the Buyer, or for any other reasons specified in the Agreement or the general terms and conditions.
  6. The parties are entitled to withdraw from the Agreement if the other party is dissolved and enters into liquidation, or if the other party loses the right to conduct business activities.
  7. Withdrawal from the Agreement must be in writing, signed by the statutory representatives of both parties, and delivered to the other party personally, by courier, or by registered mail. The Agreement is terminated upon delivery of the withdrawal to the other party.
  8. The termination of the Agreement does not affect the provisions regarding the choice of law, court jurisdiction, liability for damages, and sanctions.

Article VII.
Final Provisions

  1. Any prior agreements or declarations of any nature made between the parties related to these general terms and conditions are replaced by these general terms and conditions.
  2. Any reference to other business, purchasing, delivery, or any other conditions in the Buyer’s documents, including invoices and delivery notes, is ineffective and does not bind the Seller, regardless of whether such a document is signed by the Seller.
  3. If any provision of these general terms and conditions becomes invalid or ineffective, such invalidity or ineffectiveness will not affect the validity and effectiveness of the remaining provisions.
  4. If these general terms and conditions are translated into other languages, the Slovak version, which is the original, shall be the decisive language version.
  5. The Buyer agrees that the data provided by them and all other data will be processed by the Seller in accordance with the relevant provisions of Act No. 122/2013 Coll. on the Protection of Personal Data.
  6. Each party shall promptly inform the other party in writing of any changes to their business authorization or changes to their data in the commercial register that directly affect the terms and performance of the Agreement or any official initiation of liquidation, bankruptcy, or any other similar proceedings.
  7. The legal relations arising from the Agreement, not regulated by the Agreement, as well as non-contractual claims arising in connection with the Agreement, shall be governed by the law of the Slovak Republic in its entirety.
  8. The Agreement is concluded according to Act No. 513/1991 Coll. Commercial Code as amended, and is fully governed by its provisions.
  9. The parties have agreed that pursuant to Section 37e of Act No. 97/1963 Coll. on Private International Law and Procedural Law as amended, and Article 25 of Regulation No. 1215/2012/EU on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters, the jurisdiction for resolving disputes arising from these general terms and conditions, the Agreement, and/or the relationships directly or indirectly related to them, lies exclusively with the Slovak courts. The parties have also agreed that all disputes arising from this Agreement will be resolved by the competent court of the Slovak Republic.

In Zvolen, on 01.01.2019