Terms and conditions of purchase

1. Definition

For the purchase conditions the following terms are defined in the following way:
”Buyer” is Viena International s.r.o, Kračiny 2, 036 01 Martin, Slovakia

”Seller” is natural person or legal person to whom the Order of „Buyer“was addressed. ”Goods” means the products or services described in the Order.

“Goods” means products or services required in the Order

”Order” means the officially approved, addressed draft contract of purchase in writing placed by the Buyer for the Goods required to be delivered by the Seller.

2. Order confirmation

Under the order is understood the interest of the Buyer to buy the Goods from the Seller and the duty of the Seller to confirm the order according to the Terms and conditions of purchase.

For the beginning of the obligation relation between the Buyer and the Seller is decisive the day of confirmation of the order in written form within 2 (two) working days from the date of Order delivery.

Any change of conditions or rules (including prices and delivery parities) proposed by the Seller for the Buyer are not obligatory for the Buyer without his previous written consent.

3. Pre -Take in charge

Before dispatching the Goods the Seller must verify and validate technical parameters and supplied technical documentation to ensure the conformity of the ordered Goods according to the requirements of the Buyer included in the Order.

The Buyer is entitled to take part in such verification and attestation or the test reports made by the Seller.

The Seller is obliged to enable it to the Buyer and to deliver to the Buyer the relevant test certificates and reports thereof on the Buyer’s request.

The Buyer can be given in the records of testing as the participated Party. As well as he can take part in inspection of the Goods during its production for which the Seller must provide all the necessary cooperation and consent.

In the case that such inspection or testing by the Buyer proves the possibility of the occurance of reasonable doubt about finishing the production in contradiction with the Order the Buyer may require the Seller instant information about implemented correction measures. The buyer may set the Seller deadline within the seller must the discovered defects remove.

4. Delivery

The Goods properly packed and protected in such manners securing their delivery in required quantity, quality and assortment according to the order of the Buyer must be delivered by the Seller in place and time in the manner defined in the Order.

Delivery note shall be supplied to the Buyer together with delivery of the Goods.

If the Goods or its part will not be delivered in time or in time defined in the Order or its extension agreed by the Buyer, the Buyer has the right to back out of Order unilaterally and to claim damages from the Seller.

The same is valid if the Goods already delivered to the Buyer, cannot be effectively commercially used for its purpose, due to the late delivery of the parts needed for its finishing.

In this case the Buyer will return such delivered Goods to the Seller.

5. Transport

All the Goods will be delivered on the base of delivery term DDU to Viena International s.r.o. Kráčiny 2, Martin, Slovakia with the exception of special cases, specifically defined in Order after the previous mutual written agreement of the Seller and the Buyer.

6. Quantity

The Seller is obliged to deliver precise quantity according to the order e.g. neither more nor less without Buyer’s request and explicit written approval.

7. Packing

All the packings will be the part of delivery and non-returnable, unless specifically agreed in writing between the Seller and the Buyer.

8. Rejection

The Buyer may reject the take in charge of the Goods ordered to the Seller, if this does not maintain the obligation according to the regulation 3 of these conditions.

As well the Buyer may return the Goods to the Seller, if after the delivery of the Goods from the Seller there is the disagreement with the requirements of the Buyer given in the conditions of the Order.

The Goods found out in this way will be returned to the Seller on his risk and cost.

9. Changes

The Buyer must ask in written for any change of the original requirements given in the Order.

As soon as the changes of the order are approved in writing the Seller is obliged to realize the changes according to the Terms and conditions of purchase.

10. Warranty

The Seller guarantees that the Goods will be without visible faults or defects in view form and execution usual for the required material.

The Seller is liable for any breach of such warranty within the period of 12 months from the day of confirmed date of taking in charge of the Goods.

The Buyer must give the notice in writing about Non-quality of the Goods (Reclamation) that have not required view, quality; execution or material fault. Such notice must contain the description of defects and the proposal for settlement of the Buyer’s justified claim.

The Seller must immediately replace or repair the Claimed Goods on his costs.

If there will be no substitution fulfillment or repair of the Goods in the time set, the Buyer is entitled to repair these Goods or to buy by another supplier on the cost of the Seller while the value must not exceed the price agreed between the Buyer and the Seller.

This warranty must be without harm of other rights and legal claims of the Buyer in full extent.

11. Deal termination

The fulfillment of the order may be fully terminated after the official successful acceptance of supplied Goods by the Buyer.

The partial termination of the fulfillment of the Order by the Seller may be done only after previous written consent of the Buyer.

In this case the Seller will have the right to claim only such expenses which originated until the time of approved partial termination of the order by the Buyer.

12. Price

The Seller will present such prices, and the Buyer will pay them in agreed terms, so that they do not exceed current prices which he accounts to his other customers, the prices for items which are the same or substantially similar to the Goods, which the Buyer buys, with eventual regard to his special agreed terms and conditions of purchase.

The Seller will refund without delay any amount paid by the Buyer moreover in comparison to the price, which the other customer would pay for similar goods, as determined according to this condition.

13. Payment

The Buyer will pay in full for all the invoices, if no problem has been notified to the Seller within the term of 60 days net from the end of the month in which the invoice or related Goods were received, or within 14 days with discount of 3 %, deductable by the invoice settlement, unless otherwise specifically agreed in written.

The choice from the mentioned maturities is on the side of the Buyer. Each invoice will always relate only to one order and will be itemized.

The Seller bears all the cost concerning the issuing and the sending of documentation for settlement.

14. Schemes, Patterns

All the technical documentation, schemes, patterns, moulds and other tooling supplied by the Buyer or prepared or obtained by the Seller for and at the sole cost of the Buyer, these will be and will remain the property of the Buyer.

The Seller shall maintain all such items in good condition, they will be adequately wear and he will ensure them against all the risks in the time of his administration and after the termination of the Order he will return them in good condition to the Buyer or as the Buyer will determine.

If the Seller does not make so, the Buyer will be able to reject the payment for the Goods until they are so returned by the Seller or he may reject such part of the payment, which would replace them or bring them again into good condition, whichever it may be expensive.

The Seller shall neither use such items, nor authorize them, nor knowingly shall he permit so that these are used by the third party in any other connection than the delivery of the Goods to the Buyer, unless the Buyer prior approves otherwise in writing.

15. Redundant materials

If the Buyer issues for the purposes of the Order the rest material to the Seller, such material shall be and shall remain the property of the Buyer.

The Seller will maintain all such material in good condition.

The Seller will use such material exclusively in connection with the Order. Any surplus material will be transferred on the Buyer.

The wastage with such material arising from bad treatment or negligence from the side of the Seller will be recompensed from the Seller’s costs.

16. Risk

Both parties came to agreement that the Goods become the property of the Buyer immediately after their delivery and overtaking by the Buyer according to single orders.

The risk of loss, damage or destruction will remain the burden of the Seller until the time when the Buyer accepts these Goods in written in accordance with the Order.

17. Force Majeure

If the delivery from the side of the Seller or the acceptance of delivery from the side of the Buyer is delayed or prevented because the production of the Goods or their delivery from the side of the Buyer by usual route was or is prevented or hindered by circumstances beyond the reasonable control of the Seller, including (but without limitation) any form of Government intervention, strikes and lockouts which are relevant to the Order, delays by Sub-Contractors (but only in case that such delays were beyond the control of the Sub-Contractors), such delivery will be suspended, and if it will not be able to be realized within a reasonable time after the due date, such delivery may be cancelled by any party by letter or fax or otherwise.

If more than one delivery is to be realized in the framework of the Order, the deliveries not cancelled will be resumed as soon as the circumstances having caused the delay will allow it, if the parties make another agreement, the period during which the deliveries will be realized, will not be extended.

The Buyer will pay the Seller such sum which will be required in respect of the work performed by the Seller before the cancellation.

18. Patents

The Seller will fully indemnify the Buyer against all claims, demands and costs that will arise from the reasons of any infringement or alleged infringement of any property rights by the use or sale of the Goods and against all costs and damages, which the Buyer may incur from any infringement which is due to the Seller having followed a design or instruction furnished by the Buyer or to the use of the Goods in a manner or for a purpose not disclosed to the Seller and not reasonably inferable by the Seller.

In the case of claim or action brought against the Buyer arising out of the matters referred to in this Clause the Seller will be notified thereof as soon as possible and he shall at his own expense conduct all negotiations for the settlement of the legal litigation that may arise there from.

The Seller shall inform within 14 days of such notification the Buyer in writing whether there will be or not such negotiation.

The Buyer will afford on the request of the Seller all available assistance for any such purpose and all the costs connected with it will be paid for him if the breach of intellectual right in the framework of fulfillment of the order is caused by the Buyer.

The rights of intellectual right represent all the rights of the intellectual industrial property, including without limitation patents, know-how, trade marks (registered or not registered), registered designs, utility models, applications , or rights to apply for any of the foregoing, unregistered design rights, copyright and database rights

19. Assignment and Sub-Letting

The confirmed order is for the Seller obligatory and unassignable and the Seller shall not without the prior consent in writing of the Buyer assign this Order, neither its part to any third person.

This Clause does not apply to companies, firms or persons which are partners of the Seller.

20. Non-payment

If the Seller withdraws of some conditions of this document or if on the Seller the bankruptcy or settlement is declared or he enters the liquidation or the manager in the representation of the creditor obtains full powers over the whole or certain part of the property or claims of the Seller the Buyer may immediately terminate the Order by notice in written without any damage compensation resp. other damage in favour of the Seller from the side of the Buyer, which may have aroused or may arise on the basis of general Terms and conditions of purchase.

21. Indemnity

The Seller shall indemnify the Buyer all the damages caused by the Seller, his employees or representatives.

22. Confidential Information

Drawings, specifications, patterns, plans and other information, which the Buyer will deliver and inform the Seller or the Seller will obtain them on the cost of the Buyers, are for the Buyer confidential and concealed and my be used only in connection with the Order and shall not be used without previous written consent of the Buyer to the third party.

The Seller must return them to the Buyer after the expiration or renunciation of the Order. The damages arisen to the Buyer following from the infringement of this clausula empower the Buyer to compensations in full extent from the side of the Seller.

23. Health and safety

It is a fundamental condition of the Order, that shall be observed all technical specifications and manufacturing standards contained herein or made part hereof, requirements not specified by Customer but inevitable for the specific or intended use, if known, requirements of the legal regulations and legislative requirements concerning the products.

Also any substance, machinery, goods or equipment supplied or installed hereunder shall so far as it is reasonably practicable be so formulated, designed, constructed, finished and packaged as to be safe and without risk to health when in use.

To ensure safety and harmlessness of the Goods, which might cause potential danger for health when in use or otherwise, the Seller must place on every separate item thereof and any container in which the same shall be supplied labels or other warnings with specification of danger.

If the Seller carries out works or performs any service on the Buyer’s premises the Seller must take all reasonably practicable steps to ensure that those premises (so far as within his control) and the works are at all times safe and without risks to the health of his own employees and of all other persons.

24. Court of arbitration

All the agreements, orders and contracts are judged and regulated by the law of the Slovak republic.

The participants declare that they will solve all the disputes in principle through the agreement and in the case that there is no agreement reached "All disputes arising from the present contract and in connection with it shall be finally decided with the Arbitration Court attached to the Economic Chamber of the Czech Republic and Agricultural Chamber of the Czech Republic by three arbitrators in accordance with the Rules of that Arbitration Court.