General Terms and Conditions of Sale

1. VALIDITY

General Terms and Conditions of Sale shall be an integral part of sales transactions. Deviations from these General Terms and Conditions of Sale shall be legally valid only if confirmed in writing by both the Seller and Buyer.

The “Seller” shall mean any subsidiary of Domel within the Group besides Domel Holding d.d. (hereinafter: the “Seller”).

The “Buyer” shall mean any company – enterprise, sole trader or other legal or natural person ordering goods from the Seller.

“Written confirmation” shall mean confirmation by post, email or fax.

In the event of agreements between the Seller and Buyer, which regulate individual rights or obligations differently from these General Terms and Conditions of Sale, these shall not affect the validity of other provisions of these General Terms and Conditions of Sale.

 

2. PRICES AND PAYMENT TERMS

Prices shall be set out in the contract or offer and in the applicable Incoterms clause, and they cannot be changed without the Seller’s or Buyer’s consent.

Unless otherwise stated in the offer, the offer shall be valid for 30 calendar days. The delivery time given in the offer is purely for information purposes, and is non-binding for the Seller. The prices offered shall apply only for the quantities offered. In the event of deviations from the quantities offered, the Seller shall reserve the right to change the sales prices.

It shall be deemed that the payment has been made when the money is credited to one of the Seller’s bank accounts.

In the event of payment delays, the Seller shall be entitled to charge the applicable statutory default interest and all other costs arising from the recovery of the payment. The Seller shall therefore be obliged to suspend the deliveries if the Buyer’s payments are more than 45 days past due. In the event of the suspension of deliveries to the Buyer due to payment delays, the Seller shall not be liable for any damages incurred by the Buyer.

The Seller shall not accept discounts for payments settled in advance unless otherwise agreed in writing with the Buyer.

 

3. DELIVERY

After receiving an order from the Buyer, Domel shall confirm the possible delivery deadline. The delivery deadline shall begin on the day of confirming the order from the Buyer. If, following the confirmation of the delivery deadline, Domel finds that it is unable to meet the delivery deadline, it shall inform the Buyer without delay and offer a new estimated delivery deadline.

The Seller reserves the right to partial deliveries.

The Seller and Buyer shall be obliged to handle reusable packaging economically, regardless of who owns the packaging. In the event of uneconomic conduct by the counterparty, the owner of the packaging shall be entitled to the compensation of costs incurred as a result of the conduct of the counterparty.

 

4. RETURN OF GOODS

The Buyer can return the goods to Domel only in exceptional cases and only with the Seller’s prior written consent, if the goods were not built specifically for the Buyer and if no more than 30 days have elapsed since the acceptance of the goods.

The Buyer shall return the goods in the original packaging, in good working order and without any signs of use, enclosing the invoice and the details for the current account to which the purchase price is to be refunded.

 

5. RETENTION OF TITLE

Domel shall reserve the title to the delivered goods until full payment of the purchase price or complete performance of the buyer’s obligations in connection with the delivered goods, including the payment of potential costs of reminders and default interest.

 

6. FORCE MAJEURE

The Seller shall not be liable for non-performance or partial performance of its obligations as a result of events that the Seller was unable to avoid or prevent, expect or remedy (force majeure) and had no effect on them. Force majeure shall include the following: earthquakes, fires, floods, rebellions, wars or armed conflicts, terrorist attacks, epidemics, power failures, internet outages, strikes or other suspensions of work as a result of administrative restrictions or prohibitions, such as embargos, seizures, limitations in financial operations, limitations in transport, shortages of materials in the global market, reduced supplies of energy and other obstacles that are independent of the seller’s will. A shortage of materials or services from the Seller’s suppliers or companies that the Seller includes in the performance of its contractual obligations shall also be considered an example of force majeure, as are their delays in the delivery of goods or services to the Seller.

If the Seller is unable to perform its obligations for the reasons referred to in the previous paragraph, the Seller shall immediately notify the Buyer thereof. In this case, the Seller’s obligation shall cease for the period during which it is difficult or impossible to perform its obligation if the Seller was unable to prevent, eliminate or avoid the given circumstances.

 

7. WARRANTIES AND COMPLAINTS

The Seller shall provide a 2-year warranty from the date of production of the product unless otherwise agreed in writing.

On the basis of statutory provisions, the company shall provide a warranty for the usual quality and quantity of products in accordance with the technical specifications received by the Buyer.

Domel shall not assume any liability for cases of corrosion when it does not affect the functionality of the product, unless otherwise agreed with the Buyer. If the product’s appearance is considered as a function, the allowed corrosion level must be defined in a graphical or any other measurable way.

The Buyer shall be obliged to immediately notify the Seller of any obvious defects in quantity and quality of goods or services, and accurately describe the defect and allow the goods subject to a complaint to be examined at the Buyer’s site of detection. If the Buyer fails to act in accordance with the provisions of this Article, it shall not be entitled to any legal remedies.

In case of hidden defects that were not apparent on the day of delivery, the Buyer shall report them to the Seller in writing within 8 days of the date on which they were detected, accurately describe the defect and allow the goods subject to a complaint to be examined at the Buyer’s site of detection.

Damage resulting from unprofessional use and unauthorised or unprofessional installation, unauthorised and unprofessional tampering with the delivered goods, unprofessional start-up, unprofessional, inadequate or non-diligent handling of the goods (damaged covers, housing, brushes, etc.) or in contravention to the manufacturer’s instructions and recommendations shall be regarded as unjustified complaints. Their handling procedure is detailed in the document: INFORMATION ABOUT UNJUSTIFIED COMPLAINTS.

Refunds outside the warranty period shall be handled by applying the procedure referred to in the previous paragraph.

If the Buyer’s complaint is justified, the Seller shall be obliged to cover only directly proven material costs (e.g. cost of special transport, cost of services rendered on goods, etc.). The Seller shall in no way cover indirect costs, such as (and not only) loss of profit, production stoppages, penalties or other losses, unless otherwise agreed with the Buyer. The parties undertake to ensure, to the best of their ability, that the costs arising from complaints are kept to a minimum. The Seller reserves the right to choose whether to replace the defective product with a new product or eliminate the defect on the original product or offer compensation, unless expressly agreed otherwise.

 

8. DISPUTE RESOLUTION

The Seller and the Buyer shall settle any disagreements and disputes arising from their business relationship peacefully and amicably. Should an amicable settlement prove impossible, the dispute shall be referred to the competent court at the Seller’s place of establishment.

These General Terms and Conditions of Sale shall enter into force on 1.3.2022 and shall apply until amended.