Terms and Conditions

General Terms of Purchase and Delivery for Businesses (B2B)

(Valid from 09.11.2018)

agreed between

FM Supplies, Germania s.r.o.
Lipnická 92A,
SK-90024 Dunajská Lužná,
Slovakia,

Tel: +36-96711122
Tel Mobile: +421-905-885888

Email: felix(at)gibson.sk

Registered in Slovakia under IČO 35925493, represented by Felix Gibson.

VAT Reg. No.: SK2022006426,

– hereafter only “Provider” –

and

the customer identified in section 2 of the contract

– hereafter only “Customer” –.

§1 General

All offers, supplies and deliverables proceed exclusively based on these Terms and Conditions. They are part of all contracts concluded between the Provider and the Customer regarding supplies or deliverables.

Terms and conditions of the ordering party do not apply also when the user does not breach them separately in the specific case.

§2 Conclusion of a contract

All offers are subject to change and non-binding and merely represent an invitation for the customer to submit a corresponding offer. The submission of an order by the customer, whether in writing, online in the B2B shop, by e-mail, by fax or by letter post, constitutes a binding offer of contract by the customer.

The Provider will confirm the contract by sending a confirmation in writing or by e-mail.

§3 Minimum order value

The minimum free-house order is 1,000 (mixed sizes) airbags. The smallest possible purchase quantity per article is one packing unit (PU). The current packing unit is provided in the price list of The Provider. In principle, there will be no deviations from the PU. Orders that do not meet these requirements will be adapted accordingly by The Provider.

§4 Shipping and packaging costs

In principle, packages are sent via the Providers logistics service provider. A delivery can consist of several packages. All packages are shipped with insurance and can be tracked with the relevant tracking number.
Packaging and shipping within the European Union is free of charge. For deliveries outside the European Union the INCOTERM FOB port, or as separately agreed.

§5 Prices, Payment

The prices valid at the time of the confirmation of order shall apply, plus the applicable statutory value-added tax. Value-added tax is indicated on invoices separately. Slovakian Fiscal regulations on value-added tax shall apply for deliveries abroad.

For deliveries of first-time orders by new customers, payment must always be made in advance; there will be no credit check.

A 3% discount is deducted for customers paying by direct bank transfer when submitting their order.

Unless prepaid, the invoice amount is due for payment within 30 days strictly net.

Invoices outstanding after 30 days net will incur additional charges at the rate of 2.5% per 7 days.

Payments shall be made on the following account via bank transfer and stating the invoice number:

Account holder: FM Supplies, Germania s.r.o.
Bank: Prima Banka Slovensko, a.s.
SWIFT code (BIC):   LUBASKBX
IBAN:   SK17 3100 0000 0040 4036 9003

The Provider is entitled to issue partial invoices in case of legitimate partial deliveries.

§6 Delivery period, withdrawal, passing of risk

In principle, the shipment date is indicated in the confirmation of order. This date refers to the time of transfer of goods to the haulage contractor, carrier or any other person or companies responsible for the transport. The Provider aims to deliver within 3-5 working days within the European Union, but is entitled to ship orders in partial deliveries, to the extent reasonable for the customer. Each partial delivery shall be regarded as an independent transaction.

In cases of force majeure and any other disruptive event which could not be foreseen at the time of the conclusion of the contract (e.g. operational disruptions of any kind, difficulties in obtaining materials or energy, transport delays, strikes, lockouts, shortages of manpower, energy or raw materials, official regulations), for which The Provider is not responsible and that make the delivery or service considerably more difficult or impossible, The Provider is entitled to withdraw from the contract, provided that the duration of the hindrance cannot be foreseen. For temporary hindrances, the period of delivery and time of performance will be extended or postponed by the duration of the hindrance and a reasonable start-up period. The Provider shall inform the customer without delay. This also applies when The Provider itself does not receive the deliveries from its suppliers, not correctly or not in due time. If the customer cannot reasonably be expected to accept the delivery or the service as a result of the delay, the customer can withdraw from the contract by sending an immediate written notification to The Provider, provided that this is done prior to the shipment of the goods. In these cases, claims for damages are excluded.

The risk of accidental loss and accidental deterioration of the goods passes to the customer at the latest when the goods intended for delivery are transferred to the haulage contractor, the carrier or any other person or company in charge of the shipment. This also applies in the case of partial deliveries. If shipment or handover is delayed due to circumstances for which the customer is responsible, the risk passes to the customer from the day the goods are ready for shipment.

Returns shall only be accepted after prior agreement. Returns shall only be accepted if properly packed in suitable packaging and accompanied by a packing note. Costs for the return shall be borne by the customer. For restocking these goods, The Provider shall charge a fee of 10% of the net value of the goods that are actually returned. Returns that do not comply with these requirements shall not be accepted.

§7 Notices of defect, warranty for defects, returns

Warranty claims by the customer are subject to a limitation period of 12 month after delivery of the goods, unless The Provider has fraudulently concealed the defect.

Claims for damages by the customer for reasons other than defects in the goods are subject to statutory limitation periods. In case of a legitimate notice of the defect within the stipulated period, The Provider shall decide on the type of rectification, which shall be free of charge for the customer. The Provider can choose either to repair the goods or to deliver a replacement. The customer shall allow a reasonable period of time for the rectification. If the rectification has failed, if The Provider is not prepared or able to perform the rectification or if the rectification is unreasonably delayed, the customer can choose to either reduce the purchase price, withdraw from the contract or claim damages due to the defect in accordance with the restrictions stated in these general terms and conditions. The right of the customer to make further claims for damages as stipulated in these general terms and conditions shall remain unaffected hereby.

Upon request of The Provider, the rejected goods shall be returned to The Provider either in the original packaging or equivalent packaging for verification. Shipment in the sales packaging without further protection shall not be accepted. The goods can be either picked up by the logistics service provider on the initiative of The Provider or returned at the customer’s expense. In case of a legitimate notice of the defect within the stipulated period, The Provider shall reimburse shipping costs. The rejected goods shall be returned with the defect clearly marked and indicating information necessary for the processing of the claim such as the delivery note number and the customer reference number.

Claims for defects that are caused by improper use and/or storage of the rejected item are excluded.

The Provider shall not accept non-prepaid return shipments!

§8 Reservation of proprietary rights

The delivered goods shall remain the property of The Provider until the fulfilment of all obligations resulting from the existing business relationship. The customer is entitled to use the goods intended for sale in the normal course of business. The customer shall not pawn, nor collateralize the goods that are delivered under reservation of proprietary rights. In case of seizure, confiscation or any other right of disposal of the goods by third parties, the customer must inform The Provider of this by fax or e-mail without delay.

§9 Liability

Claims for damages against The Provider or its performing or vicarious agents are excluded, unless such damages can be proven to be the result of deliberate acts or gross negligence. In case of injury to life, body or health, for guaranteed features and in case of liability in accordance with the Slovakian Product Liability regulations, The Provider shall be liable in accordance with legal requirements. In all other cases, liability is excluded.

§10 Data protection

Data will be processed in accordance with the applicable Slovakian Data Protection regulations.

§11 General provisions

The entire contractual relationship between The Provider and the customer shall be governed by the laws of Slovakia, excluding the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention).

The place of jurisdiction Dunajská Lužná. In addition, The Provider reserves the right to lodge its claims with another competent court.

If one or several of the provisions of these terms and conditions are invalid in whole or in part, the validity of the remaining provisions shall not be affected.

If one or several provisions of these terms and conditions are invalid, the invalid provision shall be replaced by a valid provision, which comes as close as possible to the economic purpose of the invalid provision.

No part of this document may be reproduced in any form, nor processed, duplicated or distributed in any form using electronic systems, without written consent from The Provider.