General business terms and conditions for customers - BOGUMA, s.r.o.

GENERAL PROVISIONS

1. 1. These General Business Terms and Conditions (hereinafter also referred to as "Terms") are valid in full until the Seller and the Buyer agree otherwise in the purchase agreement and/or in written business correspondence.
   2. For the purposes of these Terms, the Seller means BOGUMA, s.r.o. with its registered office at Továrenská 314, 956 18 Bošany, Company Identification Number: 35 922 087.
   3. For the purposes of these Terms, the Buyer means a person (legal or natural, or an association of such persons with legal personality) who has concluded a purchase agreement with the Seller or made an order and to whom the goods are to be delivered.
   4. The goods mean any goods delivered by the Seller to the Buyer on the basis of an order or purchase agreement concluded under the conditions specified in Article 2 of these Terms.
   5. Documents attached to the offers, such as drawings, weight data, catalogues, are not binding unless expressly indicated by the Seller. The technical sheets listed on the Seller's website www.boguma.sk, as well as documents related to the inspection, transport, storage and treatment of goods, are considered binding.
   6. Without the prior written consent of the Seller, the Buyer is not entitled to transfer the rights and obligations arising from the agreements concluded between the Buyer and the Seller to third parties.
   7. Unless special conditions are agreed in the agreement, the Seller is obliged to deliver the goods in a quality that is suitable for the purposes for which the goods are used.

CONCLUDING OF THE AGREEMENT

1. The legal relationship between the Seller and the Buyer arises on the basis of a written or oral purchase agreement or a confirmed order.
2. The order must be in writing and must specify the goods, place of delivery, if required by the Buyer and the required delivery date.
3. The order becomes binding for the Seller when it is confirmed by the Buyer; if the order states a deadline for its confirmation, it must be confirmed within this deadline. Confirmation can be made by the Seller in writing or by e-mail to the contact details specified in the order, or in the framework agreement (or a similar legal document), if such is already concluded between the Seller and the Buyer.
4. By confirming the order between the Seller and the Buyer, a purchase agreement is also concluded, and it is governed by the order, its confirmation and these Terms.

PRICES

1. Unless otherwise stated in the confirmed order and/or purchase agreement, the "EX WORKS" clause (EXW according to Incoterms) applies to the purchase price.
2. Unless otherwise agreed, the prices are valid according to the current price lists for the period for which they were issued, while the Seller reserves the right to increase the agreed purchase price, if there is an increase in prices of input materials, prices of transport, or imported components from the time the purchase agreement was concluded to the time of delivery.
3. Delivery of goods within the European Union (EU)
   1. Pursuant to § 43 of the Act No. 222/2004 Coll. on value added tax, as amended, delivery of goods to another EU member state is exempt from VAT (with the right to claim input tax deduction), if the buyer is a person identified for tax purposes in another EU Member State. The Buyer is obliged to state his tax identification number for VAT (VAT ID) in orders/purchase agreements.
   2. A zero VAT rate is applied to the supply of goods, provided that the goods are delivered by a transport company hired by either the Buyer or the Seller, the Buyer or a person authorised by the Buyer is obliged to acknowledge receipt of goods (in another EU Member State) on a duly completed document on the transport of goods (consignment note (CMR, CIM), sea consignment note, bill of lading, etc.) from Slovakia to another EU Member State. The Buyer undertakes to ensure confirmation of the relevant consignment note and delivery note, stating the name and surname of the person who received the goods, the signature of this person, the Buyer's stamp and the date of receipt of the goods in it.
   3. If the goods are transported directly by the Buyer or the Seller, the confirmation of receipt of the goods by the Buyer or a person authorised by the Buyer must contain (i) identification of the Buyer, (ii) quantity and type of goods, (iii) delivery address, (iv) date of receipt or end of transport to another EU Member State, (v) name and surname of the driver, his signature, and (vi) license plate of the vehicle for the transport of goods. The delivery note must be confirmed accordingly.
   4. The Buyer undertakes to provide the Seller with a copy of the confirmed consignment note, provided that the Buyer or Seller has hired a transport company (Section 3.3.2) or proof of receipt of the Goods (Section 3.3.3) and a certified delivery note as set out in Section 3.3.2., 3.3.3, no later than 30 days after delivery of goods.
   5. If the Buyer does not confirm the delivery of goods in the manner specified in points 3.3.2 to 3.3.4, the delivery of goods cannot be considered as a zero rate delivery under § 43 of the Slovak Act No. 222/2004 Coll. on value added tax, as amended. In such a case, the Seller will be obliged to charge Slovak VAT on such a transaction and the Buyer agrees to pay it no later than within three days after receiving the billing reports. In addition, the Buyer undertakes to pay contractual penalty in the amount of the fine that the Seller will be obliged to pay to the Slovak Tax Office as a result of late payment of VAT on the transaction. The Buyer agrees to pay the contractual penalty within three days of receiving the written request of the Seller for its payment.
   6. The Seller is entitled to charge a penalty fee for each reminder sent to meet the obligation under point 3.3.4. in the amount of 100.00 Euros for each individual violation, even repeatedly.
4. Export of goods
   1. Delivery of goods outside the EU will be at a zero rate (exempt from VAT with the right to compensation for related input VAT) in accordance with § 47 of the Slovak Act No. 222/2004 Coll. on value added tax, as amended, provided that the transport is provided by the Seller or another person on behalf of the Seller.
   2. If the goods are transported by the Buyer or another person on his behalf outside the EU, the delivery of goods will be at a zero rate only if the Buyer has not the registered office in Slovakia and the prices for the goods are set at FCA Bošany transport parity under INCOTERMS. At the same time, the Buyer is obliged to ensure confirmation of the exit of goods from the EU at the relevant customs office.
   3. The Buyer undertakes to provide the Seller immediately with a copy of the consignment note proving the export outside the EU.
   4. If the Buyer does not confirm the transport of goods as stated in points 3.4.2, 3.4.3, the delivery of goods cannot be considered as a zero rate delivery under § 47 of the Slovak Act No. 222/2004 Coll. on value added tax, as amended. In such a case, the Seller will be obliged to charge Slovak VAT on such a transaction and the Buyer agrees to pay it no later than three days after receiving the billing report. In addition, the Buyer undertakes to pay a contractual penalty to the Seller in the amount of the fine that the Seller will be obliged to pay to the Slovak tax office as a result of late payment of VAT on the transaction. The Buyer agrees to pay the contractual penalty within three days of receiving the written request of the Seller for its payment.
   5. The Seller is entitled to charge a penalty fee for each reminder sent to meet the obligation under point 3.4.3 in the amount of 100.00 Euros for each individual violation, even repeatedly.

DELIVERIES, PACKAGING OF GOODS

1. Unless expressly agreed otherwise in the order and/or in the purchase agreement, the delivery times stated therein are considered approximate and non-compliance with them is not considered a material breach of the agreement.
2. The Seller is entitled to deliver the goods in partial deliveries with the possibility to deliver the goods before the agreed delivery time if the Seller provides a written delivery plan stating the changes from the original plan.
3. The Seller will provide transport insurance only on the basis of a written agreement stated in the offer and/or in the purchase agreement.
4. The goods are delivered in packaging that is suitable for the agreed type of goods. The conditions of carriage shall be agreed so as not to damage the goods during transport to the agreed destination.
5. Wrapping and packaging costs are paid by the Seller, if the goods are delivered in standard packaging (wooden pallet and fixing foil). In the case of a request for above-standard packaging, the Buyer will pay these costs. Used packaging and fixing material will only be returned if expressly agreed.

PAYMENTS

1. The payment can be considered paid only if the full amount due is credited to the Seller's account and this amount will be fully available to the Seller.
2. Unless otherwise stated, the Seller does not provide the Buyer with any discount for payment or compensatory interest when paying in advance.
3. In the event that the Buyer does not pay the amount due within the specified time, the Buyer is obliged to notify the Seller of the deadline for payment of the amount due. In case of delay, the Seller is entitled to charge interest on arrears to the Buyer for the period from the maturity date of the amount due until its full payment in the amount of 0.05% of the amount due for each day of delay.
4. If the Buyer is in arrears with meeting of his obligations, the Seller is entitled to suspend further performance of all purchase agreements concluded with the Buyer. Such suspension shall not be considered a breach of the agreement.
5. Notwithstanding the provisions of points 5.3 and 5.4, the Seller is entitled to withdraw from the order and/or the purchase agreement in the event of the Buyer's delay, even if only part of the payment.
6. The Buyer is obliged to meet his financial obligations to the Seller either directly or on the basis of written instructions through the bank chosen by the Seller.
7. All payments will be made in Euro currency, unless the Parties expressly agree otherwise.

TRANSFER OF OWNERSHIP

1. Goods delivered by the Seller remain the property of the Seller until full payment of the purchase price (including VAT if applicable).

FORCE MAJEURE

1. If a situation arises, which was not foreseeable at the time of concluding the purchase agreement or order confirmation and which causes an obstacle on the part of the Seller in meeting his contractual obligations (force majeure), the Seller is entitled to postpone the performance by the time of the obstacle and the appropriate time to start his normal operation.
2. Force majeure includes, but is not limited to, events beyond the Seller's control that originate in natural events (e.g. earthquakes, floods, volcanic eruptions, fires, tsunamis, hurricanes), wars, strikes, lockouts, civil unrest, blockades, and embargoes, terrorist attacks, epidemics, power outages, as well as acts of foreign authorities (e.g. detention or confiscation of goods by a foreign state, restriction of imports into a foreign state, restriction of exports from the Seller's state), delayed deliveries of materials and supplies necessary for the production of goods not caused by the Seller and similar events of force majeure which interfere with meeting of the Seller's contractual obligations.

COMPLAINTS/WARRANTY CLAIMS

1. The Seller is responsible for errors that the goods have at the time of receipt by the Buyer at the place of goods delivery, as well as for errors caused by breach of Seller's obligations. The Buyer must send the complaint by post or e-mail to sales@boguma.sk .
2. The Buyer is obliged to complain about obvious defects in goods, as well as the quantity of goods delivered immediately after finding them, but no later than within 30 days of delivery of goods. In the case of hidden errors, the time period for complaint is two years from the delivery of goods.
3. The standard period for assessing the validity of a complaint is a maximum of one month after its official acceptance. Within this period, the Seller is obliged to inform the Buyer of the assessment result.
   1. Complaints do not apply to products manufactured in tolerance according to STN EN ISO 24346:2012, STN EN ISO 24341:2012 - see table below, unless otherwise agreed in writing.
       

      Allowed deviations
      	[mm]	[mm]
      Thickness	1	± 0,2	STN EN ISO 24346:2012
      	2 and 3	± 0,3
      	4	± 0,4
      	5 and 6	± 0,5
      	8 and 10	± 0,6
      	12 and 15	± 1,0
      Width	800 - 1400	± 10,0	STN EN ISO 24341:2012
      		± 10,0
      		± 10,0
      		± 10,0
      		± 10,0
      		± 10,0
      Surface imperfections	Bubbles	avg size: 1,0 cm²
      		max count 6/m²
      	Other impurities	avg size: 1,0 cm²
      		max count 5/m²
      	Folds, corrugation	length: 10 cm
      		max count 4/m²
      	Not pressed parts	avg size: 1,5 cm²
      		max count 6/m²
      Waves	submarginal	2 cm
      	middle	2 cm

      
       
4. In the case of irreparable defects, the Buyer has the right to exchange the goods or to a reasonable discount on the price of goods. In the case of missing quantity of goods, the Seller subsequently delivers the missing quantity or issues a credit note for the purchase price in the amount of the missing quantity of goods. In the case of irreparable defects of part of the delivered goods, the Seller will replace the defective goods (complete rolls delivered by the Seller) or issue a credit note for the entire quantity and in this case the Buyer is obliged to return also faultless goods in undamaged condition to the Seller.
5. In the event of an unjustified complaint, the Buyer is obliged to reimburse the Seller for all costs incurred by the Seller with verification of complaint validity.

LIABILITY

1. The Seller shall be liable only for direct damages incurred as a result of or in connection with the breach of his contractual obligations, limited to the amount of the Seller's liability as set out in this Article below. The Seller is not liable for any indirect damages, lost profits, contractual penalties, loss of business opportunities, as well as for any other claims made by third parties.
2. The Seller and the Buyer hereby agree that the Seller's obligation to pay damages under these Terms will be governed by the rules agreed in this Article and will be limited to 100% of the invoiced value of the defective goods.
3. The Buyer and the Seller hereby confirm that the above limitations represent the maximum amount of possible damages that the Seller, as the obligated party, foresaw or could have foreseen as a possible consequence of the breach of his obligation at the time of establishment of the contractual relationship, taking into account the facts which the Seller, as the liable person, knew or should have known in the exercise of professional care.
4. If the Buyer claims compensation for the damage suffered, he must send a formal request by post or e-mail with a proper description of the breach and the required amount of damages. The Seller will assess such a request and send an official statement to the Buyer as soon as possible.

FEEDBACK – POST-MARKETING SERVICES

1. The Buyer may be invited by the Seller to provide feedback to the Seller through a Satisfaction Questionnaire, which will include the possibility of feedback from end customers and end users.
2. The Seller is entitled to quote the Buyer as his reference in his promotional and marketing materials, as well as on his website.

CHANGES TO THE TERMS

1. The Seller is entitled to change these Terms by publishing the change or new wording on his website www.boguma.sk and from this moment the change is effective for all subsequent orders and purchase agreements concluded after this date.

FINAL PROVISIONS

1. The place of performance of the contractual deliveries of the Seller is his registered office, or one of the INCOTERMS trade clauses stated in the confirmed order.
2. All rights and obligations of the Buyer and the Seller arising from or in connection with their contractual obligations, or their breach, termination or invalidity, which are not regulated by these Terms, are governed by the relevant provisions of legal regulations of the Slovak Republic, in particular the provisions of the Act No. 513/1991 Coll. the Commercial Code and other applicable laws, regardless of the conflict of law rules.
3. The Buyer and the Seller undertake to resolve any disputes, disagreements or claims arising from or in connection with their contractual obligations or their breach, termination or invalidity primarily in the form of negotiations in order to avoid litigation and resolve them by mutual agreement. If the relevant parties do not reach an agreement, the dispute, disagreement or claims arising from or in connection with their contractual obligations or from their breach, termination or invalidity will be resolved before the competent court of the Slovak Republic.
4. The invalidity of any of the provisions of these Terms and conditions does not affect the validity of its other provisions. Instead of the invalid provision, the provisions of the legal regulations closest to its content and purpose shall apply.
5. The Buyer declares that he has read these Terms, fully understands them and agrees therewith.

Valid from 1.jan.2021