1. INTRODUCTION
These Terms of Sale determine rights and obligations between the Buyer and IMPOL Seval a.d. (the Seller). The Buyer confirms and fully accepts these Terms of Sale with either the acceptance of offer, signature of contract or order confirmation or in any other form acceptable for both parties.
2. CONCLUDING CONTRACTS AND CONFIRMING ORDERS
The Seller and the Buyer may conclude the contract for either one-time purchase (the contract, order or order confirmation ) or for definite period of time (long-term contract or contract). With the long-term contract, the parties agree upon Quantity and Quality of goods or services for each delivery period, Delivery period and Price for the total duration of the contract. In case of a long-term contract, the Buyer is also obliged to provide the Seller with a detailed specification of the goods to be ordered. If such specification is not provided on time, the Seller should give notice to the Buyer to provide it. The Seller may terminate the contract and charge the termination costs to the Buyer in accordance with point 5 of these Terms if the Buyer fails to provide the required specification within 8 days after the aforementioned notice has been submitted to the Buyer.
Orders are placed on the basis of the currently valid price list or according to individually determined terms and prices or under the terms and prices agreed in the long-term contract. Each order confirmation should contain the basic data of both the Buyer and the quantity, quality, price and delivery date of the goods ordered. Orders should be submitted by regular post, fax or e-mail services. Order confirmations provided by phone should be confirmed in writing. Order confirmation or detailed specification binds the Buyer to take over the delivery and unconditionally make the payment of the goods. If not otherwise agreed, it is only when this has been done that any rights may be claimed.
The contract is concluded when the Buyer accepts the offer and communicates his acceptance to the Seller. If the Buyer confirms the offer in any credible manner and does not return a signed copy of the confirmed offer to the Seller within 3 days after acceptance of the offer, it is considered that the Buyer accepts and agrees with all terms and conditions from the contract.
3. SHIPMENT AND RECEIPT OF GOODS
Delivery period shall run from the day the order is confirmed by the Buyer. The Seller reserves the right to extend the delivery period in case of force majeure (fires, earthquakes, floods, wars, strikes, storms, traffic jams, national measures or other unpredictable situations). The Seller is obliged to immediately inform the Buyer about the existence and cessation of force majeure circumstances.
4. TERMS OF PAYMENT
All payments are made on the basis of the invoices issued. Terms of payment and an payment due date are stated in the invoice in accordance with the provisions of the contract. The contractors may agree on extension of payment in writing, however, the Buyer must provide an appropriate instrument to secure the payment upon the Seller’s choice. In case of payment overdue, the Seller reserves the right to calculate and charge a legal interest for the delay. Furthermore, the Seller reserves the right to terminate the supply of goods and withdraw from the respective contract and to charge the Buyer for the costs of withdrawal in case of any outstanding accounts or non-fulfillment of other contractual obligations.
5. TERMINATION FROM THE CONTRACT
The Buyer may withdraw from the contract or order confirmation in writing not later than by the time the goods are dispatched. However, the Buyer must compensate all costs incurred by such withdrawal (the withdrawal costs). The Buyer must also pay the withdrawal costs if the Seller withdraws from either the contract or order confirmation due to Buyer’s fault.
The costs of withdrawal are the following: difference between the market value of Al material on the day of conclusion of the contract/receipt of the order confirmation and market value on the day of receipt of withdrawal statement, labor costs, costs of services, financial costs and other dependant costs.
6. EXTENDED RETENTION OF TITLE
The goods shall remain the property of the Seller until the Buyer has paid all sums to the Seller. The Buyer may hold the goods and has the power of disposal; however he is liable for all reasonable claims of the Seller if he fails to comply with either financial or other obligations. In the event of a delayed payment, the Buyer should return all the goods received and not paid upon request of the Seller. Should the Buyer resell or consume the goods prior to full payment of the goods, he assigns all claims against third parties which may arise from such resale or consumption of the goods to the Seller. The Buyer should send a notice about such claims to the Seller as soon as they arise.
7. GUARANTEE AND CLAIMS
The Buyer must examine the goods upon receipt and inform the Seller immediately- but no later than in 8 days - about clerical errors. The Seller guarantees for hidden clerical errors (latent defects) within 180 days after the delivery. The Seller binds himself to suitably and within reasonable time period handle the claims placed for all goods subject to the valid guarantee provided that the Buyer has duly informed the Seller about the defects.
Any physical damage of goods which is the result of blow, fall, thuderblast, irregular parking, etc. is not subject to the guarantee unless the Buyer unequivocally proves by his signature in the entry document that he received such goods. The Buyer is not entitled to enforce the guarantee if he does not ensure a proper use, processing or storage of goods.
8. CONFIDENTIALITY
The Seller and the Buyer agree that all information shall be considered confidential and shall not be disclosed to any third party without the prior written consent of the other contractual party.
9. GOVERNING LAW
The laws of Serbia govern Contract and these Impol Seval Terms of Sale and they will be interpreted in accordance with these laws. The appropriate provisions of the Serbian law and regulations govern any rights and duties of the contractual parties that contract or this Terms of Sale does not explicitly address.
Should any dispute arise between the contractual parties, they will attempt to resolve the dispute in good faith. If an agreement is not reached, the Commercial Court in Uzice, Serbia has exclusive jurisdiction as far as resolution of the dispute is concerned.
10. FINAL PROVISIONS
These Terms of Sale are available on the official web page of the Seller and are attached to every offer, contract and the order confirmation. Terms of Sale form an integral part of offer/contract/order confirmation to which they are attached.
Contractual parties may change particular provisions of these Terms of Sale with special agreements.
© Impol Seval a.d., all rights reserved
Sevojno, October 2015
