General Terms and Conditions for Sale of Goods

of SENSOR, spol. s r.o.

 

Article I.

Introductory provisions

1.1    SENSOR, spol. s r.o., a limited liability company established and existing under laws of the Slovak Republic, having its registered office at Ormisova 6, 831 02 Bratislava, the Slovak Republic, ID NO. (IČO): 00 679 844, registered in the Commercial Register maintained by the District Court Bratislava I, Section: Sro, File No.: 4088/B (hereinafter as the „Seller“), adopts these General Terms and Conditions for Sale of Goods of SENSOR, spol. s r.o. (hereinafter as the „GT&C“). These GT&C govern a legal relationship between the Seller and the Buyer arising in connection with sale of the Goods, form an inseparable part of a contractual relationship between the Seller and the Buyer established by the Contract, and are published and made available in electronic form on www.sensorgroup.com.

 

1.2    These GT&C are binding to all Contracting Parties and are governed by laws of the Slovak Republic, in particular the Commercial Code.  

 

1.3    The Buyer was made familiar with these GT&C prior to conclusion of the Contract. Delivering of these GT&C to the Buyer electronically or their publishing on the web page of the Seller shall also be construed as familiarizing with the GT&C by the Buyer.  

Article II.

 Definitions

2.1    The Goods shall mean SENSOR DDS® MIT offered by the Seller to purchase by the Buyer for the purpose of purchase of which the Contract is concluded. Alongside with these GT&C the Goods are identified also in the Purchase Order and/or the Confirmation.

 

2.2    The Buyer shall mean a company or individual interested in purchasing of the Goods with the aim of which such person delivers a Purchase Order to the Seller. 

 

2.3    Purchase Order shall mean written or electronic (incl. e-mail) purchase order for the purchase of the Goods which is delivered by the Buyer to the Seller. The Purchase Order may consist of several written and/or electronic messages (e-mails) of the Buyer by means of which the Buyer manifests its will to obtain ownership of the Goods. 

 

2.4    Confirmation shall mean acceptation of the Buyer´s Purchase Order (purchase confirmation) by the Seller made by whatever means, in particular, but not exclusively, electronically (e-mail).

 

2.5    The Contract shall mean a purchase agreement concluded between the Seller and the Buyer the subject matter of which is the obligation of the Seller to deliver Goods to the Buyer and transfer ownership of the Goods to the Buyer and the obligation of the Buyer to take over the Goods and pay the Price. The Contract is a bilateral legal act consisting of the Buyer´s Purchase Order and the Seller´s Confirmation and is considered concluded in the moment of delivery of the Seller´s Confirmation to the Buyer. These GT&C form an inseparable part of the Contract.

 

2.6    The Contracting Parties shall mean the Seller and the Buyer collectively, the Contracting Party shall mean any of them individually.

 

2.7    The Commercial Code shall mean the Slovak Act No. 513/1991 Coll. Commercial Code, as amended.

 

2.8    The Civil Code shall mean the Slovak Act No. 40/1964 Coll. Civil Code, as amended.

 

2.9    The Price shall mean the purchase price for which the Seller sells the Goods on the basis of the Contract and which is determined in the Buyer´s Purchase Order and/or the Seller´s Confirmation.

Article III.

Ordering of the Goods

 

3.1    Purchase Order submission. The Buyer orders the Goods on the basis of the Purchase Order which contains identification of the Buyer (in particular name and surname, business name (if assigned), address of permanent residency and/or address of business operation, ID or registration No. (if assigned), Tax/VAT No. (if assigned), telephone No. and e-mail address, if the Buyer is an individual; business name, registered office, ID or registration No. (if assigned), Tax/VAT No. (if assigned), telephone No. and e-mail address, if the Buyer is a company), specification of the Goods and the amount of the ordered Goods, Price, and, if appropriate, other requirements, such as date of the Goods delivery.  

 

3.2    Contract conclusion. Upon delivery of the Buyer´s Purchase Order the Seller examines the requirements of the Purchase Order and determines the availability of the required Goods. If the required Goods are available within the delivery date set forth in the Purchase Order the Seller shall accept the Purchase Order by means of sending a Confirmation to the Buyer. On the moment of delivery of the Confirmation to the Buyer the Contract shall be considered concluded. Otherwise, the Seller notifies the Buyer on unavailability of the Goods within the required delivery date or notifies the Buyer on later anticipated delivery date and requests the Buyer to respond to such later anticipated delivery date.

 

3.3    Purchase Order cancellation. The Buyer is entitled, without stating a reason, to cancel its Purchase Order anytime prior to delivery of the Confirmation by the Seller. 

 

3.4    Purchase Order non-acceptance. The Seller reserves the right not to accept the Purchase Order or part thereof, in particular, but not exclusively, in the event that:

a)        the Purchase Order does not meet the requirements as to its content;

b)        the Goods are not available in the required delivery date and the Contracting Parties fail to agree upon other delivery date.

The Seller shall notify the Buyer on non-accepting the Purchase Order without any undue delay.

3.5    Changes in Contract. Changes in content of the Contract have to be made in written form and have to be confirmed by the Seller in written, otherwise they are not valid.

Article IV.

Purchase price payment and delivery terms

 

4.1    Payment of Price. The Buyer is obliged to pay the Price to the Seller within 5 (five) business days following the Contract conclusion (i.e. following the delivery of the Seller´s Confirmation to the Buyer) on the bank account determined by the Seller in the Confirmation, or made familiar to the Buyer otherwise. The Seller is not obliged to deliver the Goods to the Buyer prior to the Buyer´s payment of the entire Price. The Price is considered paid on the moment of crediting the funds in the amount of the Price on the Seller´s bank account; when paying the Price the Buyer shall include in the payment order the number of the Purchase Order determined in the Confirmation (to identify the payment). In the event of the Buyer´s delay in payment of the Price, provided that the Buyer does not pay the Price even in additional reasonable period determined for this purpose by the Seller, the Seller is entitled to withdraw from the Contract.

 

4.2    Invoice. The Seller shall send to the Buyer, together with the Confirmation, also a copy (scan) of an invoice for the Price. The original of the invoice for the Price shall be handed over together with the Goods.

 

4.3    Delivery date. Provided that the Contract does not stipulate other delivery date, the Goods shall be prepared for delivery in the shortest period possible following payment of the Price by the Buyer, depending on their availability and operational resources of the Seller, however, no later than 90 day upon the Buyer´s Price payment. The Seller shall electronically (via e-mail) notify the Buyer without any undue delay on the day when the Goods are ready for delivery.

 

4.4    Ex Works. The Goods shall be delivered under the term Ex Works of the International Commercial Terms - Incoterms 2010.

 

4.5    Relating documentation. Together with the Goods the Seller shall deliver to the Buyer also the invoice and user manual. In the event that for any reason the invoice and/or the user manual is not part of the Goods delivery, the Buyer shall notify the Seller in this respect in a period of 3 (three) days as of the day when the Buyer had the opportunity for the first time to ascertain whether the delivery was complete. If the Buyer does not notify the Seller on a missing invoice and/or user manual within the period under the previous sentence, it is assumed that these were delivered together with the Goods, until proven otherwise.  

 

4.6    Force majeure. In the event of accidental or emergency events not attributable to the Seller, i.e. events arising by accident or unexpectedly due to natural causes (fire, floods, etc.) or human conduct (transportation failure, mobilization, embargo, termination of production or lack of certain materials, strikes, etc.), i.e. so-called force majeure which cannot be prevented or anticipated and which inhibits or prevents the Seller or the Seller´s suppliers from due and timely delivery of the Goods, the Seller shall not be considered in violation of its obligations under the Contract and, therefore, the Buyer shall not be entitled to withdraw from the Contract or to other claims arising from failure to deliver. In the event that force majeure causes Seller´s delay in performance of its obligations, the period for performance of such Seller´s obligation shall be automatically prolonged by time of duration of the force majeure.  

 

Article V.

Training

5.1    Training. The Seller shall provide the Buyer with a training regarding proper use of the Goods only if the Contracting Parties have thus agreed in the Contract and for remuneration. The purpose of the training is to enable the Buyer to obtain directly from the Seller information and explanations regarding proper use and maintenance of the Goods, including first start of operation and demonstration of proper use of the Goods. The Seller provides the Buyer with training through the Seller´s employees or representatives.

 

5.2    Remuneration for training and compensation of costs. For the training under Section 5.1 of these GT&C the Seller is entitled to remuneration agreed under the Contract and compensation of all costs and expenditures arising to the Seller in connection with provision of the training, in particular, but not exclusively, costs of transportation and accommodation of the Seller´s employees or representatives. The Buyer is obliged to pay to the Seller the remuneration and compensation for costs and expenditures enumerated by the Seller prior to provision of the training; until full payment of the remuneration and compensation for costs and expenditures the Seller is not obliged to provide the training. Provisions of the Article IV. of these GT&C on Price payment shall apply accordingly to payment of the remuneration and compensation for costs and expenditures relating to training.    

 

5.3    Manipulation with the Goods prior to training. In the event that training under this article shall be provided under the Contract, the Buyer is not entitled to manipulate with the Goods in no way prior to provision of the training, including breach of packaging in which the Goods are delivered to the Buyer. If the Buyer breaches the obligation under the previous sentence and provided that due to incorrect or unprofessional manipulation of the Buyer with the Goods the Goods shall be damages in a way preventing its proper use, the Seller is entitled to refuse provision of the training and at the same time the Seller is not obliged to return (i) the already paid remuneration for the training and (ii) the already paid compensation for costs and expenditures in the extent in which the costs and expenditures have already been paid by the Seller; the Buyer is obliged to inform the Seller on any damage of the Goods without any undue delay. In the event anticipated under the previous sentence, provided that the Seller´s employee or representative was not, at the time of the Buyer´s notification on damage of the Goods to the Seller, sent to journey to the Buyer for the purpose of provision of the training, the Seller shall return to the Buyer (i) the entire paid remuneration and (ii) the costs and expenditures compensation not yet spent or reasonably recoverable by the Seller from the third parties.    

Article VI.

Warranty of the Goods

 

6.1    Warranty period. The Seller is responsible for the defects which the Goods have at the time of their delivery to the Buyer and which occur upon delivery of the Goods within the warranty period. The Seller provides the Buyer with a warranty for the quality of the Goods as follows:   

a)      for mechanical parts of the Goods (e.g. packaging, switches, bonding materials, measuring sensors, etc.) in the length of 12 (twelve) months as of delivery of the Goods to the Buyer;

b)      for electronic parts of the Goods (e.g. software control unit) in the length of 6 (six) months as of delivery of the Goods to the Buyer;

c)      for additional parts of the Goods (e.g. charger) in the length of 12 (twelve) months as of delivery of the Goods to the Buyer.

 

6.2    Disclaimer of warranties. The Seller shall not be responsible for defects of the Goods which occurred upon delivery of the Goods to the Buyer due to:

a)      unprofessional, rough or other such interference or manipulation of the Buyer and/or third parties with the Goods;

b)      use of the Goods by the Buyer or third parties in conflict with the designation or nature of the Goods;

c)      neglecting of usual maintenance of the Goods;

d)      use of the Goods in conflict with the user manual delivered to the Buyer;

e)      force majeure;

f)       damage caused by the Buyer or third party.

 

6.3    Reclamation. Any defects of the Goods which occur within the warranty period under Section 6.1 of these GT&C the Buyer is obliged to notify in written (e.g. e-mail), including description of the defects, without any undue delay as of its discovery by the Buyer, however, no later than within the warranty period. For the purpose of examining and removing the defects of the Goods the Buyer is obliged to deliver the Goods, including the copy of invoice for the Price, to the Seller on the Buyer´s expense, no later than until elapse of the warranty period under Section 6.1 of these GT&C, to the address designated by the Seller, otherwise to the following address:

 

Sensor s.r.o.

Obchodna 8

902 01 Pezinok

Slovak Republic

 

6.4    Reclamation procedure. The Seller shall resolve on the reclamation without any undue delay as of delivery of the Goods to the Seller under Section 6.3 of these GT&C, however, not later than within 15 (fifteen) days. In the period under the previous sentence the Seller shall perform a professional examination of the alleged defects (diagnostics), on the basis of which the Seller shall issue a report on the defects including description of the defects (whether removable or not).

 

6.5    Claims arising from defected Goods. In the event of defected Goods the Buyer is entitled to following:

a)        if the defects of the Goods may be removed, the  Buyer is entitled to proper removal of the defects by means of repairs or replacement of defected part free of charge;

b)        if the defects of the Goods may not be removed, the Buyer is entitled to replacement of the defected Goods for a one free of defects;

c)        the period commencing as of asserting claims arising from the defects until delivery of the Goods to the Buyer upon removal of the defects shall not include into warranty period. If defected Goods is replaced by new Goods a new warranty period commences as of delivery of the new Goods to the Buyer;

d)        compensation of reasonable, demonstrable and efficient costs of the Buyer relating to delivery of the defected Goods by the Buyer to the Seller, however, never more than 300,- EUR (or an equivalent of this sum in a respective currency).

 

6.6    Expiration of claims. Claims arising in relation to defected Goods cease to exist if they are not raised within the warranty period.

Article VII.

Termination of contract

 

7.1    Termination of contract. The Contract may be terminated by written agreement of the Contracting Parties or withdrawal by one of the Contracting parties.

 

7.2    Seller´s withdrawal. The Seller is entitled to withdraw from the Contract if:

a)        the Buyer does not secure take-over of the Goods within a 15 days period upon elapse of delivery date set forth by the Contract or Section 4.3 of these GT&C; or

b)        the Buyer is in delay with payment of the Price, provided that the Buyer fails to pay the Price even in an additional period set forth for this purpose by the Seller.

 

7.3    Buyer´s withdrawal. The Buyer is entitled to withdraw from the Contract if the Seller fails to ensure the Goods for delivery even in an additional 15 days period commencing as of the elapse of delivery date set forth by the Contract or Section 4.3 of these GT&C.

 

7.4    Form and effects of withdrawal. The right to withdrawal may by applied by the entitled Contracting Party by means of written notification of withdrawal to the other Contracting Party including the reason for withdrawal. The Contracting Party which received performance from the other Contracting Party prior to withdrawal is obliged to return such performance.

 

Article VIII.

Final provisions

8.1    Governing law. The legal relationships not governed expressly by the Contract or these GT&C shall be governed by the Commercial Code, Civil Code and other applicable laws of the Slovak Republic.

 

8.2    Jurisdiction. In the event of any conflict or discrepancy between the Contracting Parties arising from or in relation with the Contract or these GT&C shall be resolved before the courts of the Slovak Republic, if not settled by an agreement of the Contracting Parties.

 

8.3    Delivery of documents. All the notifications, legal and other acts which under the Contract, these GT&C or relevant legislation shall be performed in writing or are performed in writing, shall be delivered to the other Contracting Party by a post office, courier or otherwise to the address of the recipient Contracting Party determined in the Contract or last notified to the other Contracting Party. If the recipient refuses to take-over the consignment or if the consignment is returned as undelivered, the consignment is to be automatically considered delivered on the fifth day of its sending. Notifications, legal and other acts which under these GT&C may be performed electronically (e.g. e-mail) shall be considered delivered on the day of their sending, provided they were sent on a business day before 4 PM of the local recipient´s time.  

 

8.4    Assignment. The Seller is entitled to assign receivables and other rights arising from or relating to the Contract to a third party to which the Buyer hereby irrevocably consents.

 

8.5    Severability. In the event that any of the provisions of these GT&C shall become partly or completely invalid or ineffective, the validity and effectiveness of the remainder of these GT&C shall not be affected. Instead of the invalid or ineffective provisions the provisions of the relevant laws of the Slovak Republic shall apply.

 

8.6    Changes and amendments of GT&C. The Seller reserves the right to change and amend these GT&C and makes such changes and amendments available to the Buyer without any undue delay by means of their publishing on the Seller´s web page www.sensorgroup.com.