General Terms and Conditions

General Terms and Conditions („T&C”) of Company BORA sort s.r.o.

Preamble – Contractual parties are: Supplier company BORA sort s.r.o., with registered office at Bystrická 1/A, 841 07 Bratislava, Company ID: 35849720, registered in the Commercial Register of the District court [Bratislava I.], section Sro, insert 27967/B („ Supplier “) and Customer is an entrepreneur, interested in delivery of services by the Supplier and concluded with the Supplier a special Contract Services Agreement either in form of a separate contract document or in form of orders  according to these T&C (“Customer”). By confirming an order, The Customer also confirms that he acknowledges these T&C. Any amendments or changes between the contractual parties except for these T&C or special concluded agreement can be done in written form solely.

 

I. Conclusion of the contract made based on an order

1.1 Client shall send order to the Supplier in writing, including electronic means of communication, as response to bid of Supplier.

1.2. Bid of Supplier is deemed as offer to conclude a binding contract; the subsequent order is an acceptance of the offer.

 

II. Object, nature and period of the contract

2.1. By accepting an order in terms of the Clause I. a Contract Services Agreement is concluded („Contract“). The object of the Services Contract is to deliver sorting and adjustments services regarding to automotive parts according specification contained in Order, for agreed or determined price.

2.2. Period of Agreement shall be filled out in the Order as Order Period; such period shall be prolonged by agreement of the parties including implicit consent.

 

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 price specified in the price quotes is applied, specified in the respective Contract (contract proposal).

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 14 days from receipt of the invoice in written or electronic form. Any and all costs incurred within or with connection of bank transfers (bank charges, fees, etc) shall be borne by Client.

3.3 The Supplier reserves the right to change the prices in a 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%.

3.4. The Customer is entitled to choose between a paper or electronic form of invoices. In case the Customers chooses an electronic form in a manner set out by the Supplier, the Customer herewith agrees in accordance with the § 75 of the Clause 6 of the Act Nr. 222/2004 Col. On the Value Added Tax with invoicing in an electronic form solely (“Electronic Invoice”) and acknowledges that the Supplier is not obliged to send any invoice a paper form in not stated otherwise. The Supplier is obliged to deliver the Electronic Invoice via the electronic mail i.e. to the email address of the Customer stated in the Contract. The delivery of the Electronic Invoice to the e-mail address stated in the Contract is considered to be a proper delivery of the invoice for the services provided.

 

IV. Lawful possession

Parts owned by the Client, which are submitted for sorting or adjustment, are in lawful possession of the Supplier, since the date of submission until the date of dispatch. The Supplier shall be entitled to retain parts in his possession until full payment of all claims against the Client. In an order The Customer is obliged to provide an information if the parts, aids or means of work are a property of the Customer or a third party. In case the parts are owned by a third party the Customer is obliged to provide a collateral of the liability upon a request of the Supplier.

 

V. Delivery of services

5.1 The supplier undertakes to deliver the services correctly and timely, in the quantity and manner specified in the Contract.

5.2. If the client has to make payment to the supplier prior to delivery of the services, the period for delivery runs only from the date of crediting of the payment to the bank account of the supplier.

5.3. Application for defect performance remedies during warranty limitation period shall be submitted to the supplier in writing or electronically at the agreed electronic address. In the case of mechanical damage to the parts, which occurred on the way, does not cover such mechanical damages.

5.4. Warranty does not cover defects caused by transport, improper storage, and storage of parts without original packaging, improper handling, improper installation conditions violation assembly factors and anything over the suppliers reach.

5.5. In case of claims regarding performing time, client is obliged to submit its claim to supplier within 24 hours since delivery of invoice, otherwise it shall be deemed as waiver of that claim without further notice. Claims regarding performing time shall be rejected with account to the reasonable time needed for preparation of material inputs, and logistic obstacles.

5.6. Nothing in preceding paragraphs shall be, under any circumstances, interpreted as mandate for Client to supervise or instruct workers of Supplier. Any such supervision or instruction is reserved exclusively for Supplier.

 

 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, 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 the Supplier is entitled to the agreed  penalty fee of 1000 EUR per week of any of such failures.

7.2 The Client undertakes to notify supplier on client´s payment inability, as well as to the bankruptcy, windup or liquidation, within ten days since the decisive event occurred, otherwise, the Supplier is entitled to the agreed penalty pro rata 1% for each day of failure, however at least 5000 EUR.

7.3. In case the parts or other goods, on which the agreed services should be conducted according to the Contract, are subject to an intellectual property of the Customer of a third party, the Customer herewith provides to the Supplier a loyalty-free, non-exclusive, with time (for the time of service provision) and location limitation (for the location of the services provision, inclusive the transport from and to specified location of delivery of the services) or the Customer is obliged to ensure that he is entitled later to provide a licence to the Supplier or the Customer is obliged to ensure that he is granted a licence by a third party. The licence is/will be granted so that the Supplier is able properly and timely provide service according to the Contract. The Supplier is entitled to grand the licence to third parties. In case any third party files a claim arising out of a breach of their intellectual property consequent from providing services according to the Contract, the Customer is obliged to indemnify the Supplier in the extent of the filed claims as well as to reimburse all court cost including costs of legal and other advisors. The Supplier is not prevented from voiding the Contract is case the Customer did not grant nor ensured granting a licence. 

 

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 a group identity in the use of common distinctive features in the business name, send order to the Supplier and then ordered services are:

a) Used by the other members of the group,

b) used, or parts 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) used, or pars 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 § 511 of the Act Nr. 40/1964 Col. – The Civil Code 8.2. The Parties agreed that solidary obligation from contract is properly ascertained and confirmed between  Client, its representatives and persons authorized for business management, regardless of the method of representation,  if any such person signed order or delivery notice.

8.3 The Parties agreed on that solidary obligation from contract is properly ascertained and confirmed between Client and the natural or legal persons who, at the time of the contract or at the time of performance, or delay, are in such a relation to the client, or the statutory body of the Client  which is relevant according to the rules for avoidance of mutual legal actions between such a persons, if such actions will occurred in relevant meantime, regardless whether the other conditions for avoidance proceeding are met.

8.4. The Parties agreed on that solidary obligation from contract is properly ascertained and confirmed between Client and the member of the Group (8.3) if the Supplier in the time of acceptance (Order) of Client have any receivables against other members of Group, Client signing the Order is bound in common with other members of the Group in relation to all and any of such debts.

8.5. The Parties agreed on that solidary obligation arose from any contracts where one or more members of Group effectively execute or have to execute remote control (according ISO standards or other certified standards) over another member- Client according to these Terms. Scope of common obligation entails Client as debtor and members of group who execute or have to execute remote control.

8.6. For disputes from solidary obligations or multilateral disputes in connection with the preceding paragraphs, Article IX of present General Terms and Conditions. 

 

 IX. Processing of personal data and delivery of documents

9.1. By signing the Contract the Customer agrees with processing of the personal data of the employees or third parties acting on behalf of the Customer, or co-operating persons in the information system of the Supplier as an operator for the purposes of record keeping in a computer data base and for all acts related to the business relation in following extent: Name, Surname, company name, company ID, address and for a time which equals to the duration of the business relation as long as the time of  settlement of all mutual relations and needed archiving.

9.2. By signing the Contract the Customer provides a consent to the Supplier to provide the acquired data and grant access to them in above stated extent to entitled third parties and third parties or to agent with whom he co-operates for the purposes of monitoring of the business relationship, managing contractual relationships, debt recovery, marketing activities etc.9.3. The Customer states that he was informed by the Supplier on his rights in relation with the Act on the personal data protection, in particular on the right to agree ex voluntate with providing a consent to provide personal data, on the option to revoke such consent and knows the identity of the entitled person which acquires personal data from him.

9.4. The Customer accepts that he is obliged to inform his employees or third parties acting on his behalf or cooperating persons about this article of the T&C and he is obliged to obtain their consent in written otherwise he shall face the sanctions and penalties and all indemnifications which would be payable by the Supplier in case of a court process.

9.5. The Customer is liable for complexity, truthfulness and accuracy of information provided for the purposes of the Contract.

9.6. The Supplier reserves a right on inform on essential legal realia in accordance with general legislation in form of publishing the at his business premises, or on the internet page www.borasort.sk or otherwise in accordance with these T&C. If not stated otherwise, all published information are valid from as of the date of publishing.

9.7. Both contractual parties deliver documents in person, via courier service, via post or via electronic communication media to the address stated in the Contract.

9.8. In case of a delivery in person which is the case when delivering documents in printed form, the documents are considered delivered upon their submission. In case the recipient refuses to receive the document or to collect them, the documents are considered delivered on the third day following the day of their production.

9.9. In case of a delivery of document via a post the documents are considered delivered the third day following the day when they were sent in inland and abroad the seventh day following the day when they were sent in case an earlier date of delivery cannot be proven. Documents sent by a courier service are considered delivered the third day following the day when they were submitted to courier, in case an earlier date cannot be proven. Document sent via an email or via another electronic media are considered delivered the following day after the day when they we sent, in case an earlier day of delivery cannot be proven.

 

X. Settlement of disputes

 10.1. These T&C are governed shall be governed by the laws of the Slovak republic, particularly by the Act No. 513/1991 Col. Commercial Code in the up-to-date form.

10.2. In accordance with the clause No. 23 of the  Council Regulation (EC) No 44/2001 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters in respect of the Regulation (EC) 1215/2012 in case of disputes which may arise out of the Contract in accourdance with these T&C, both contractual parties agreed on authority of general courts of the Slovak republic according to the registered office of the Supplier.

 

XI. Final provisions

12.1. Present GTC binding from the date of publication on the website of the Supplier or, as of the date of first publication.

12.2. General Terms and Conditions are applicable in the version in which they are published on the website of the Supplier at the date of dispatch of order of the Client. These GTC are based on the free will of both parties, and the parties declare that the changes of optional provisions of laws which governed the contractual relationship shall not affect their validity. The Parties consider the contents of these terms for concordant with good morals and in the accordance of the principle non venire contra factum propriumdeclares that in the future will not claim voidance of these conditions with good manners, except via remedies set up in Article XI of present GTC.

12.3. Relation between the Supplier and the Customers are governed by the Contract, the T&C and general legislation valid in the territory of the Slovak republic and in the stated order and following the ruler stated therein.

12.4. The Supplier is obliged to amend, change or completly substitute these T&C („Change“) depending on the legilation changes. If a Change of the T&C arises an amendment of the Contract is concluded on the date when the Change becomes effective. Such Change shall be published by the Supplier at his business premises and on his internet page together with information on the validity and effectivity date, whereas the publication of the Change shall take place two weeks prior of the date of effectivity of the Change. Mutual relation of the Supplier and the Customer are governed by the changed T&C from the day of effectivity onward.

12.5. The T&C are also valid after termination of the legal relationship between the Supplier and the Customer until the day of complete settlement of they mutual relations.

12.6. The Customer is entitled to ask at any time in the course of the countractual relationship with the Supplier to provide these T&C in electronic form.

 

In Bratislava 01.06.2016