GENERAL TERMS AND CONDITIONS
OF THE COMPANY AUTOMOTIVE GROUP SK, S.R.O.
1. These General Terms and Conditions of the company Automotive Group SK, s.r.o., IČ: 35 884 789, registered office Niklova 56, Sereď, postal code 926 01, Slovak Republic, registered in the Commercial Register kept by the District Court Trnava, section: Sro, Insert No.: 17507/T, (hereinafter referred to as „the Purchaser“) for the supply of goods and services (hereinafter referred to as „goods“) necessary for the production of portfolio of the Purchaser govern the contractual relationship between the Purchaser and other persons supplying goods and services to the Purchaser (hereinafter referred to as „the Seller“).
2. For General terms and conditions (also referred to as „General terms and conditions“ or „GTC“) are considered all the rules and conditions provided in this document and all rules and conditions provided in other documents following on these General terms and conditions, if it expressly provided in these General terms and conditions or in any other agreement of the Parties. As part of the GTC is considered mainly the Quality management system of the Purchaser, the Purchaser’s fee schedule and all documents and specifications that were sent to the Seller within the Purchaser’s delivery of the call to submit the price quotation by the Seller and the Seller under this documents set the price of goods.
3. All communication between the Parties will be in electronic form, if otherwise is not agreed.
Order, conclusion of the Purchase Agreement
1. The requirement for the supply of goods realizes the Purchaser by performing of demand, respectively the call for the price quotation sent to the Seller.
2. In response to the demand of the Purchaser the Seller will send the price quotation for required goods. The Seller acknowledges that the Purchaser is entitled in this context to appeal more sellers, when the Purchaser decides about a selection of the best offer in the selection procedure. The price quotation of the Seller shall take into account all the requirements of the Purchaser sent to the Seller within the call to submit the price quotation by the Seller, especially sent documentation and specification of goods, possibly according to the specification of the sample, under which goods will be produced. On the failure of the Seller shall be disregarded and the subsequent price change is not possible without the consent of the Purchaser.
3. Based on the selection of the price quotation the Purchaser will send to the Seller an order that is currently a draft of the Purchase Agreement.
4. The contractual relationship – the Purchase Agreement, respectively the General Purchase Agreement becomes valid and effective at the moment of unconditional confirmation by the Seller (hereinafter referred to as „the Purchase Agreement“). In the event that the Seller joins to the order, respectively to the draft of the Purchase Agreement, his counterproposals, a contractual relationship is established at the moment of approval counterclaims of the Seller by the Purchaser.
5. By confirmation of the order by electronic form (by email) to be between the Parties that the Seller is familiar with these General terms and conditions and declares his consent with their contents when with this moment become these General terms and conditions an inseparable part of the Purchase Agreement.
6. The Purchaser is entitled to cancel the order or change it, until a confirmation by the Seller is delivered to him, while to the Seller is not entitled to any replacement of the costs possibly incurred in connection with the cancellation of the order by the Purchaser.
7. If the order is not confirmed by the Seller yet but the Seller delivers the ordered goods to the Purchaser, the Purchaser is entitled to refuse delivery of goods. In case of acceptance of goods by the Purchaser there shall be deemed the Purchase Agreement is concluded at the moment of delivery of goods by the Purchaser, while the Seller with this moment manifests consent to the content of these General terms and conditions.
Object of the Purchase Agreement
1. With conclusion of the Purchase Agreement the Seller undertakes to deliver goods to the Purchaser in quantity, type, quality, performance, price and terms agreed in the Purchase Agreement and in accordance with these General terms and conditions and to transfer ownership to goods to the Purchaser.
2. With conclusion of the Purchase Agreement the Purchaser undertakes to take over ordered, properly and timely delivered goods from the Seller and to pay the purchase price for goods to the Seller.
3. The Object of the Purchase Agreement is an obligation of the Seller for a single delivery of goods to the Purchaser (hereinafter referred to as „the Single Purchase Agreement“) or the Seller's obligation to repeated or long-lasting supply of goods on the dates specified by the Purchaser (hereinafter referred to as „the General Purchase Agreement“), which in this case the individual partial deliveries by the Seller are made on the basis of single orders of the Purchaser within the concluded General Purchase Agreement (by confirmation of the partial order there is concluded the Purchase Agreement regarding of partial performance).
Property right and danger of damage to goods
1. The Purchaser shall acquire the ownership of goods upon receipt of goods from the Seller, in the factory (seat) of the Purchaser, if otherwise is not agreed in the Purchase Agreement.
2. Danger of damage of goods shall pass to the Purchaser upon receipt of goods from the Seller, in the factory (seat) of the Purchaser, if otherwise is not agreed in the Purchase Agreement.
3. Receipt of goods shall be made by signature of written handover protocol by the Purchaser (respectively signing the delivery note).
4. In the event that the Purchaser and the Seller agree on the delivery of materials by the Purchaser when the material should be incorporated in accordance with the Purchase Agreement within the delivery of goods in any manner determined by the Purchaser, this material remains property of the Purchaser for the duration of the Purchase Agreement. The Seller is responsible for loss or damage to material provided by the Purchaser outcomes to occur when the material is in the possession of the Seller. In addition to damages the Seller is responsible in this context for lost profits of the Purchaser. About any damage or wear of material provided by the Purchaser, the Seller shall notify the Purchaser immediately.
Price and payment terms
1. The Seller undertakes to deliver goods to the Purchaser for the purchase price established in the Purchase Agreement. This price is final and firm, the Seller shall not be entitled to any price changes or update.
2. The purchase price of goods includes all other costs of the Seller such e.g.. rate of turnover tax, duties, fees, insurance, packing fees, storage or handling, etc., if otherwise is not agreed. The purchase price is determined by the Seller without VAT, in the invoice VAT will be charged to the agreed purchase price pursuant to applicable law.
3. Unless in a particular case otherwise is agreed, the costs of transporting of goods are not included in the purchase price of goods. In the case of transporting by the Seller the cost of transporting of goods to the Purchaser will be billed separately.
4. The Purchaser undertakes to pay the Seller the purchase price for goods by cashless transfer to the account specified in the invoice of the Seller, which the Seller is entitled to issue on the base of the volume actually delivered goods immediately upon delivery of goods to the Purchaser. If otherwise is not agreed, the invoice is due 30 days from its issuance. Payment shall be deemed to have been made on the date of debiting the relevant amount from the bank account of the Purchaser.
5. The Invoices issued by the Seller as a tax and accounting documents must contain the relevant statutory requirements and number of the Purchase Agreement. The Seller is obliged to attach to each invoice a copy of the delivery note or other document certified by the Purchaser serving as the basis for invoicing. If the invoice does not contain the prescribed requirements and attachments, the Purchaser is entitled to return the invoice to the Seller for repair or addition. After delivery of the corrected or amended invoice a new 30 days or otherwise agreed due date period begins to run to the Purchaser.
6. If the Purchaser receives the information evidencing the fact that to the supplied goods the right of third parties has been claimed, the Purchaser is entitled to suspend payment the purchase price for goods, or refuse to receipt delivery of goods, into the moment of ensuring adequate guarantees by the Seller. Due date of the relevant invoice of the Seller shall be extended by the period of suspension of payment of the price for goods.
7. The Purchaser reserves the right to offset claims of the Seller to pay the price of goods against the claims of the Purchaser or to withhold payment for goods that were not delivered in accordance with the Purchase Agreement.
Delivery, receipt and dispatch of goods
1. The Seller undertakes to deliver goods to the Purchaser in terms agreed in the Purchase Agreement and in accordance with these General terms and conditions. If otherwise is not agreed, the delivery time is 3 weeks and it starts from the date of conclusion of the Purchase Agreement.
2. In the event that goods are to be delivered within a certain time in accordance with the General Purchase Agreement the Purchaser determines the time of delivery within that period. If the Seller delivers goods before the deadline in breach an agreement with the Purchaser, the Purchaser is entitled to refuse acceptance of goods.
3. The Seller is obliged to deliver goods to the place specified in the Purchase Agreement. Unless other place of delivery is agreed in the Purchase Agreement, the registered seat (factory) of the Seller is the place of delivery of goods. The method of delivery of goods can be given in the Purchase Agreement as a reference to Incoterms 2000 with the relevant clauses, too.
4. Delivery of goods is carried out by receipt of goods by the Purchaser on the basis of a written handover protocol.
5. The Seller or the carrier designated by the Seller is obliged to deliver the documents necessary for the receipt and use of goods corresponding to the nature and purpose of goods to the Purchaser, as well as any other documents specified in the Purchase Agreement. Transmission of documents is carried out upon delivery of goods, if otherwise is not agreed in the Purchase Agreement.
6. If otherwise is not agreed in a particular case, the Seller shall ensure that a delivery note containing the number of the Purchase Agreement will be attached to each delivery of goods, the number and description of each item, quantity, price per unit and total price for the actually delivered goods. The Purchaser reserves the right to return goods to the Seller's cost supply if the delivery note will not contain the information required under this paragraph.
7. The Seller shall notify the Purchaser about delivery of goods within 3 business days before delivery, respectively before sending it.
Quantity, quality, design and packing of goods
1. The Seller is obliged to deliver goods in quantity, type, quality and design determined by the Purchase Agreement. If the quality or way of design is not stated in the Purchase Agreement, the Seller shall deliver goods in quality and design, which is suitable for the purpose specified in the Purchase Agreement, or if the purpose is not specified in the Purchase Agreement, to the purpose for which such goods is usually used.
2. The Seller declares that goods meets the quality requirements of the Purchaser and the requirements of the relevant applicable standards and regulations, in particular those specified in standard ISO 9001, in the Quality management system of supplies and services of the Purchaser, in the documents received under the call of the Purchaser to the submit of price quotation by the Seller and according to the specification set out by sample (hereinafter referred to as „Quality management system“).
3. The Seller declares that he is familiar with the Quality management system and he agrees with this unconditionally. The Quality management system is considered as an integral part of the General terms and conditions of the Purchaser (and also as an integral part of the Purchase Agreement), if otherwise is not stated in a particular case. The provisions of the Quality management system shall prevail over the General terms and conditions of the Purchaser, if otherwise is not stated in a particular case.
4. If goods are to be delivered by the sample or template, the Seller shall deliver goods with the characteristics of the sample or template, which the Purchaser submitted to the Seller or the Seller to the Purchaser. If there is the discrepancy between identifying of quality or performing of goods under this sample or template and determination of goods described in the Purchase Agreement, it is deciding the determination under the sample. If there is no contradiction in these determinations, goods have characteristics under each determination.
5. The Purchaser reserves the right to specify construction, materials, specification and design of goods, even after the conclusion of the Purchase Agreement to the extent that these changes will not be in conflict with the Purchase Agreement.
6. The Purchaser is entitled at any time to modify the scope of the order (the amount of ordered goods) if the change does not exceed +/- 20% of the amount originally specified in the Purchase Agreement. The change of the order within the specified scope shall be considered lawful change of the Purchase Agreement by the Purchaser, with which the Seller agrees unconditionally.
7. The Seller is not entitled to make any changes in the specification and design of goods without the consent of the Purchaser.
8. It the Purchase Agreement does not determine, how goods are to be packed or equipped for carriage of goods, the Seller is obliged to arrange, pack and label goods for transportation in a way as usual for such goods, or where is no such way, in a way necessary to maintaining and protect goods.
Liability for defects, quality guarantee
1. The Seller is responsible for any defects of goods at the time of his receipt to the Purchaser, and for defects that occur during the warranty period. The Seller is also responsible for defects that arose after the delivery, if they were caused by the breach of responsibilities of the Seller.
2. The warranty period is 48 months from the date of transfer the danger of damage to goods to the Purchaser, unless the Quality management system or the nature of goods or the purpose of its use requires otherwise or unless otherwise is agreed in the Purchase Agreement. The warranty period does not run as long as the Purchaser can not use goods for its defects.
3. By failure to follow characteristics of goods specified in the Purchase Agreement, the Purchaser is entitled not to take over goods or the claim for liability of defective goods and claim for damages. In case of delivery of goods more than the amount stated in the Purchase Agreement, the Purchaser is entitled to return the excess amount to the Seller at the Seller's expense.
4. The Purchaser inspects goods immediately upon its receipt with reasonable diligence, while the following discovered (obvious) defects notify to the Seller electronically (by email) within 3 business days after the inspection of goods.
In the event that goods are visibly damaged (packet is damaged or shows undoubted signs of damage or destruction), the Purchaser is entitled to refuse to take over goods, and to send it by the same carrier back to the Seller at the expense of the Seller. In this case, it is considered that goods have not been delivered by the Seller.
Hidden defects shall be notified in writing to the Seller within the warranty period.
5. Within 3 business days of notification of the Purchaser the Seller undertakes to let him know his opinion to claimed defects, otherwise applies, that the Seller considers the claim made by the Purchaser as legitimate.
6. Unless otherwise is stated, the Seller is obliged to remove free of charge all by the Purchaser claimed defects in exchange of defective goods for faultless within 7 business days from delivery of notification of the Purchaser. Defects which result in damage of the Purchaser, the Seller shall remove within 3 business days after the application of the Purchaser.
7. In the case of hidden defects the Seller will repair the defective goods or goods in exchange for faultless. If no such repair or replacement of the defective goods is possible, the Purchaser is entitled to a discount on the price of goods (amounting the purchase price of the defective goods) or the Purchaser is entitled to withdraw from the Purchase Agreement.
8. In the case of the Seller's delay in delivering goods, the Purchaser is entitled to charge to the Seller a contractual penalty of 0.1% of the purchase price per each day of delay or refuse the receipt of goods and to withdraw from the Purchase Agreement. In this case the Seller reserves the right to obtain goods from other supplier, while any costs of the Purchaser associated with this will be paid by the Seller.
9. If the Seller will be in delay with the performance by the General Purchase Agreement, the Purchaser is entitled to cancel the rest of the supply of goods that have not been supplied by the Seller yet. However, where the supplies of goods have been partially met, and it has not practical significance for the Purchaser, the Purchaser is entitled to withdraw from the General Purchase Contract as a whole.
10. In the event of breach of the Seller's obligations under the Purchase Agreement the Purchaser is entitled to require from the Seller a payment of fees mostly related with complaints procedure or other activities of the Purchaser as a result of the Seller’s delay. The fees are set out in the Schedule of the Purchaser and they are quantifying the costs of the Purchaser associated in particular with the implementation of the complaint procedure (e.g. costs of manual sorting of goods, professional assessment of the quality of goods, etc.).
11. Claims for defective goods or payment of the contractual penalty or the fees under the Fee Schedule by the Seller have no effect on the Purchaser's claim for compensation for the caused damage.
1. The Seller undertakes to protect the Purchaser against third-party claims and compensate him and its suppliers, employees, agents or customers in the arising of any claims representing economic loss, injury, destruction or damage to property, litigation expenses (including fees for legal representation), damage to health or death, arising in connection with delivery of defective goods or use of defective manufacturing processes of the Seller.
2. The Seller further undertakes to protect the interests of the Purchaser and to provide to the Purchaser necessary cooperation, including ensuring possible participation at negotiations on disputes relating to alleged defects of goods or manufacturing processes of the Seller.
3. The Seller undertakes to conclude appropriate insurance contract about liability for goods for the duration of the Purchase Agreement. At the request of the Purchaser the Seller shall submit a copy of the insurance certificate.
1. The Parties are not responsible for any breach of the obligations arising from the concluded Purchase Agreement if this breach or delay was caused by an obstacle that occurred independently on the will of the liable Party and prevented it from fulfilling its duties, if it can not be reasonably assumed that the liable Party could avert or overcome the obstacle or its consequences, and that at the time of arising of commitment this obstacle could not actually predict (hereinafter referred to as „Force Majeure“).
2. An obstacle that arose at the time when the liable Party was in delay in fulfilling their obligations or arose from their economic situation does not preclude the responsibility of Party for fulfilment of the obligation.
3. As Force Majeure for the purposes of this Agreement under the current fulfilment of conditions listed in the paragraph 1. and 2. above shall include in particular cases such as natural disasters, fires, earthquakes, landslides, floods and other atmospheric disturbances and phenomena of considerable extent, as war, civil unrest and strikes, decisions or normative acts of public authorities, regulations, restrictions, prohibitions or other state interventions, authorities of administrative or local government, etc. In order to remove any doubt, the Parties agreed that, for the event of Force Majeure shall not be regarded strikes, lock-outs or other industrial disputes or restrictions associated exclusively with the Seller or its subcontractors.
4. The Party that broke, breaks or suppose with respect to all known facts that will breach her obligation under the Purchase Agreement, as a result of the occurring event of Force Majeure, is obliged to inform promptly about this breach or event of Force Majeure and the expected duration of the crisis the other Party and make every possible effort to prevent such event, to minimize consequences and to remove them.
5. In case of occurrence of an event of Force Majeure longer than 30 days either party is entitled to withdraw from the Purchase Agreement.
Intellectual property right
1. The Purchaser retains all his intellectual property rights including, inter alia, design rights, trademarks, trade names, copyrights, patents, know-how, etc., when this rights shall remain for the duration of the Purchase Agreement and after its end sole property of the Purchaser.
2. The Seller retains all his intellectual property rights including, inter alia, design rights, trademarks, trade names, copyrights, patents, know-how, etc., when this rights shall remain for the duration of the Purchase Agreement and after its end sole property of the Seller. This shall not affect the authorization of the Purchaser to include goods supplied by the Seller into manufacture of products from the portfolio of the Purchaser.
3. The Parties are entitled to use all the rights of the other Party only for the agreed purposes and they are not entitled to reproduce them or to provide them to third parties without the prior consent of the other Party.
Quality and control
1. The Seller undertakes to strictly observe Quality management system of the Purchaser.
2. The Purchaser is entitled to perform audit and control of the production locality and of goods and observing of Quality management system at the Seller and his subcontractors. In this context, the Seller shall allow to the Purchaser access into production locality to examine goods, supplies, materials, production machines and other equipment related to the processes of the Seller, and provide to the Purchaser all documentation related to Quality management system. Failure to transpose of audit and inspection by the Purchaser shall not relieve the Seller of his responsibility for compliance with the obligations set out by the Quality management system.
The duration of agreement
1. The Purchase Agreement is concluded for a period specified in the Purchase Agreement and ends:
by agreement of the Parties,
by withdrawal from the Purchase Agreement,
by termination of the General Purchase Agreement,
by paying of severance payments equal to 20% of the price of goods to be delivered pursuant to the Purchase Agreement.
2. The Purchaser is entitled to withdraw from the Purchase Agreement in the event of a material breach of the Purchase Agreement by the Seller. For the material breach of the Agreement by the Seller shall include the cases where:
identified defects have not been remedied by the Seller within 7 business days from notification of the Purchaser,
the Seller is in delay in delivering goods longer than 7 business days from the date of specified delivery date,
the Seller has not observed agreement about liability for defects and warranty,
the Seller does not observe the requirements of Quality management system of the Purchaser,
an insolvency proceedings has been started against the Seller or there was declared bankrupt to his property.
3. The Purchaser is entitled at any time unilaterally and without giving any reason electronically (by email) to terminate the General Purchase Agreement regarding partial fulfilment, which has not been ordered by the Purchaser yet, while the notice period is 7 business days, it starts on the first business day following the day on which the notice was delivered to the Seller.
4. The Purchaser is entitled to terminate the Purchase Agreement by sending electronically (by email) the note to the Seller and current paying of severance payments. The notification will include information that to the Seller's bank account there was sent an amount corresponding to 20% of the purchase price set in the Purchase Agreement. By delivery of the notice the Purchase Agreement terminates and the Seller shall not be obliged or entitled to supply goods under the Purchase Agreement. Notice of termination of the Purchase Agreement can not be made if it has been made a notification to the Purchaser under Article 6, paragraph 7. of these GTC that goods will be delivered (this does not apply if the Seller intends to deliver goods before the appointed time and the Purchaser is entitled to reject such a delivery in accordance with these GTC).
5. In the event of termination of the Purchase Agreement, the Seller undertakes to provide to the Purchaser all possible cooperation connected with the fact that further deliveries of goods will be provided through another seller. In this context, the Seller is also obliged to provide to the Purchaser any information that it can be from him fairly and reasonably required, including a description and accurate identification of goods and production materials, machines and equipment used in the processes of the Seller.
6. By the termination of the contractual relationship between the Seller and the Purchaser do not terminates the claims of the entitled Party for damages or contractual penalty incurred for the duration of the contractual relationship or concept of which implies that persist or run even after termination of the contractual relationship.
The choice of law, resolving disputes
1. The contractual relationship, respectively rights and obligations of the Parties arising out of the Purchase Agreement or related to the Agreement, as well as the rights and obligations by the Purchase Agreement expressly not regulated, shall be governed exclusively by the laws of the Slovak Republic.
2. If there arise between the Parties with respect to the Purchase Agreement, its application or interpretation any dispute, the Parties shall make every effort to resolve such dispute amicably. In the event that such solution is not possible, the matter shall be submitted for decision to the competent court in the Slovak Republic, based in Bratislava.
3. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
1. The Seller and the Purchaser expressly undertake to maintain the confidentiality for the duration of the Purchase Agreement and into the future, even after termination of the Purchase Agreement of all received documents, data, drawings or other information that is in connection with the Purchase Agreement and regarding the other Party, and not to manipulate with it in any way damaging the interests of the other Party.
2. The Seller authorizes the Purchaser to use of personal data in the extent permitted by applicable laws on the protection of personal data, which is necessary for realization of the Purchase Agreement and to provision these data to employees of the Purchaser, who are involved in the fulfilment of the Agreement.
3. If the identifying information of either Party comes to change at any time during the contractual relationship, the Parties undertake to inform the other Party about this change without delay within 3 business days from the day of making the change.
4. All documents in accordance with the Purchase Agreement and these General terms and conditions are available on the website of the Purchaser www.automotivegroupsk.sk or they will be sent to the Seller electronically (by email) within delivery of the call of the Purchaser for submitting the price quotation by the Seller to the Seller to set the price of goods on their basis. If the document is delivered electronically (by email), then the document is considered delivered on the date of its receipt by the other Party not later than the second day after its sending, regardless of whether, it comes to its receipt or not when that date also occur also effects of delivery.
5. If these General terms and conditions, the Purchase Agreement, Quality management system of the Purchaser or any other document written in the Slovak version and in a different language version or these documents will be written bilingually there is always decisive the Slovak version.
6. The provisions of the Purchase Agreement shall prevail over the provisions of these General terms and conditions.
1. All rights and obligations arising from the concluded Purchase Agreement and these General terms and conditions shall pass to the legal successors of the Parties.
2. The Seller is entitled to assign or otherwise transfer the rights and obligations or their parts arising from the Purchase Agreement to a third party only with the prior consent of the Purchaser.
3. In the event that any provision of these General terms and conditions are deemed invalid, the validity of the remaining provisions of these General terms and conditions is not affected. The Purchaser and the Seller shall replace the invalid provision by such valid provisions that are in accordance with the law and conform most to legal and economic meaning and purpose of the invalid provision.
4. The Purchaser is entitled to change these General terms and conditions, when the Seller has the possibility to comments on the changes of these General terms and conditions within 7 business days from their receipt. In the event that the Seller does not respond in the required time to the changes of the General terms and conditions, it shall be deemed that he agrees with the changes.
5. These General terms and conditions supersede all prior oral or written statements or contractual arrangements between the Seller and the Purchaser.
In Sereď on 14th of October 2013
for Automotive Group SK, s.r.o.
Ing. Jozef Švenk, company director
copyright © 2009 Automotive Group SK by Semerad IT Consulting