In these Terms & Conditions the following words shall have the following meanings:
1.1. "Buyer" means the organisation or person who buys Goods from the Seller;
1.2. "Goods" means the articles to be supplied to the Buyer by the Seller;
1.3. "Price List" means the list of prices of the Goods maintained by the Seller as amended from time to time;
1.4. "Seller" means Warchal spol. s r.o. of Dlhá 11, 900 32 Borinka, Slovakia
2.1. These Terms and Conditions shall apply to all business transactions between the contracting parties, including, without limitation, future business transactions unless otherwise agreed upon and they shall have priority over all other conditions.
2.2. The Buyer transacts business within the framework of its enterprise and is therefore not an end customer.
2.3. Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
CREATION OF A B2B ACCOUNT
3.1. The Buyer wishing to create an account with the Seller must complete the Registration form which requires: Email address, Company name, Business licence No., Contact person for business communication, Billing and Shipping address and a Contact person and telephone for delivery purposes.
3.2. The Buyer shall notify the Seller whether he is selling directly to end customers on-line. In case the Seller discovers that the Buyer sells directly to end customers on-line contrary to the Buyer's claim, the Seller reserves the right to adjust Buyer's discount or refuse to sell the Buyer any goods until recalled.
3.3 The Buyer cannot have 2 accounts at the same time. Either the Buyer wishes to keep the end-user account, or decides to set up a partner B2B Account. Violation of this rule will result in deleting the other account, keeping only 1 account active.
PRICE AND PAYMENT
4.1 The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in writing. The price is quoted as Ex Works price in EURO currency and exclusive of VAT (VAT may be applicable for E.U. buyers only). Delivery charges are calculated individually based on dimensions and weight of Buyer’s order.
4.2. Accepted payment method is wire bank transfer only, unless both parties agree on a different payment method in writing. The Seller does not accept payment by means of bills of exchange.
4.3. Unless otherwise agreed upon in writing, all invoices shall be paid net within 30 days as from the invoice date. The Seller reserves right to require an advance payment.
4.4. In the event of default in payment, the Buyer shall be obligated to pay default interest at a rate of 4 % above the interest rate of the European Central Bank. If the Buyer does not pay for the overdue invoice, the Seller is entitled to postpone any further deliveries until they are adequately settled and/or to demand advance payment for further deliveries.
5.1. All delivery dates and times given are estimates. The Seller will use reasonable endeavours to meet delivery and/or performance estimates but cannot accept any liability whatsoever for failure to do so however arising.
5.2. The Seller reserves the right to delay dispatch for a number of reasons, including to perform any necessary credit checks or procedures or to ensure that payment has been received in cleared funds in full. Where dispatch is delayed for such reasons the Seller will use reasonable endeavours to inform the Buyer.
5.3. The Seller will not consider any claim for short delivery or damage in transit unless written notice is given to the Seller within seven days from the delivery date.
5.4. The Seller shall notify the Buyer once the order is shipped. The Buyer must serve the Seller with a notice of non-delivery within 21 days from the date of the Seller’s notification. If the Buyer does not serve the Seller with a notice of non-delivery within this period, the Seller considers this order as delivered.
6.1. The Seller reserves the right not to supply certain Buyers or countries and to enquire of the Buyer full details of the end use and final destination of the Goods.
GUARANTEE, WARRANTY, COMPLAINTS
7.1. The Seller guarantees a flawless condition of the Goods provided to the Buyer. Since the nature of the strings in general is delicate and sensitive to handling, the Seller expects the strings to be handled with professional care and according to the Seller’s instructions.
7.2. In case the Buyer demands to claim replacement for defective Goods, the Buyer must send the Seller the defective Goods for examination purposes.
RETENTION OF TITLE
8.1. The Seller shall retain title to the goods delivered until full payment of the purchase price, even if any of the receivables arising from the business relationship, in general, have not yet been fully settled. Until then the Seller is entitled to reclaim the merchandise from the Buyer, even if the Buyer has used or resold the merchandise, in full or in part.
8.2. If the Buyer sells the merchandise before full payment has been made, it hereby assigns to the Seller any and all amounts due to it from its customer for the goods sold and/or its retention of title to such goods with binding effect vis-a-vis third parties. The Buyer is not entitled to pledge the goods or to assign it by way of security.
INTELLECTUAL PROPERTY RIGHTS
9.1 The Buyer shall not create, register or administrate any Business name and/or Internet domain name containing the Seller's identity “Warchal”.
9.2. The Buyer is permitted to download, print and use documents and/or related graphics in the Download section of this website provided that they are used as a promotion of the brand WARCHAL®. Any other use of the downloaded graphics is not allowed.
GOVERNING LAW AND JURISDICTION
10.1. Any and all disputes arising from or in connection with contracts between the Buyer and the Seller shall be subject to the exclusive jurisdiction of the competent court in Bratislava, Slovakia. However, the Seller is entitled to file suit in the court having jurisdiction over the corporate seat of the Buyer.
10.2. This Agreement shall be governed by and construed in accordance with the law of Slovak republic and the parties hereby submit to the exclusive jurisdiction of the court in Bratislava, Slovakia.