Art. 1. Applicability.
1.1. The legal relationship between ZETA-PARTS (hereinafter referred to as the “Seller”) and the Buyer is subject to these General Terms and Conditions of Sale, the Special Terms and Conditions of Sale and the Additional Terms and Conditions applicable to each type of sale / transaction.
1.2. The Special Terms of Sale consist of the Product Complaint Guidelines and Terms applicable to specific services that the Seller may offer, such as training, repair, etc., terms of delivery to the Seller, etc. The additional terms and conditions relating to each individual sale / transaction consist of the offer and / or confirmation of the order and / or shipping information and / or any other written contract between the seller and the buyer.
1.3. The General Terms and Conditions, the Special Terms and Conditions and the Additional Terms and Conditions become binding on both parties upon confirmation of the order, and are hereinafter referred to as the “Agreement”.
1.4. In the event of a conflict between these General Terms and Conditions of Sale and the Special Terms of Sale, the Special Terms and Conditions will prevail. In the event of a conflict between the Special Terms and the Additional Terms, the Additional Terms will prevail.
1.5. Failure by the Seller to comply with or delay in the application or partial application of any provision of the Agreement will not be construed as a waiver of their rights under the Agreement, present or future.
1.6. The Seller announces the General and Special Terms of Sale for Buyers through a link on his website and / or through his electronic trading system. The Seller announces the Additional Terms to Buyers through their electronic trading system and via e-mail.
1.7. The Buyer may not unilaterally withdraw from the Agreement in any way (for example by inaction). The Agreement excludes the application of only some of the General or Special Conditions of the Buyer. The Buyer declares that they are aware that the General or Special Terms and Conditions cannot be applied to the Agreement individually.
1.8. The Seller reserves their right to change the terms of the Agreement at any time by publishing them on the website. This change becomes binding on the Buyer upon confirmation of the next order, fifteen (15) or more calendar days after the date of the change.
1.9. The Agreement supersedes all written or oral agreements, contracts, proposals and commitments related to the object described in the Agreement, which entered into force at an earlier date.
Art. 2. Offers and orders.
2.1. Offers are free and indivisible in their content. Announced prices are valid for a period of 30 (thirty) calendar days, subject to availability of the goods. The offer is only an offer by the Seller and does not bind the Seller, even after agreement in principle with the offer by the Buyer. Only written acceptance by the Seller, through confirmation of the order, gives rise to an Agreement.
2.2. The Buyer must place their order(s) through the Seller’s electronic trading system, or by e-mail, as well as conduct the necessary communication related to their order(s), unless otherwise specified in the Agreement.
2.3. The Seller accepts that the information provided by the Buyer, drawings and other data are correct and can be used as a basis for an offer. When the Buyer places an order by sending their requirements to the Seller, the Seller may assume that these requirements correspond to the actual parameters of the required product.
2.4. Although all illustrations, dimensions, capacities, weights and other parameters of machines and parts, price lists and offers included in the Seller’s catalog (or Seller’s website) are entered with the greatest care, they are only a guide and purely informative, and in this sense do not impose an obligation of absolute accuracy.
Art. 3. Subject of the transaction.
3.1. The subject of each transaction is explicitly described in the Agreement and covers the spare part (s), equipment, instrument (s), machine (s) and / or service (s) described therein. The subject of the transaction will be hereinafter referred to as “Product(s)”.
3.2. The buyer is solely responsible for the choice of products. The products are standard items that are not specifically designed for the needs of the Buyer, or items that the Seller, at the request of the Buyer, has adapted to meet the specifications described by the Buyer. The Seller is free from any liability if it turns out that the products do not meet the specific needs of the Buyer, when they meet the specifications described by the Buyer in the order.
Art. 4. Price.
4.1. The price for the products is determined in the Agreement (hereinafter referred to as the “purchase price”). The purchase price is without VAT, taxes and fees, import or export duties. The purchase price does not include any fees for the delivery or receipt of the products, nor the costs of any installation, installation and commissioning (hereinafter referred to as “costs”). The costs are at the expense of the buyer and are invoiced separately, excluding VAT, taxes and fees, which are due in addition to the amount of costs.
Art. 5. Payment.
5.1. The Buyer must pay the purchase price and costs indicated in the proforma invoice of the Seller from their deposit account in the trading platform or by bank transfer (if there is insufficient cash in their deposit account) to the account whose number is indicated in the proforma invoice, unless otherwise expressly agreed in writing in the Agreement. The seller has the right to request payment before delivery.
5.2. The purchase price and costs are considered paid at the time the amount is actually received from the Seller.
5.3. With a confirmed order, the Buyer has no right to suspend and / or delay the payment of the sale price, nor to withdraw their deposit with the Seller, even in the case of claims related to the specific purchase or for any reason, including the presence of legal proceedings.
5.4. In the event that during the execution of the order, the Buyer requests that the amount of their order be invoiced to a third party, the Buyer remains unconditionally and irrevocably a joint and several debtor until the full repayment of the obligation by the invoiced third party.
Art. 6. Transfer of ownership. Liability.
6.1. The Buyer is responsible for the products from the moment of delivery.
6.2. Ownership of the products remains with the Seller until delivery.
6.3. The buyer has the right to resell the products whose ownership has not yet been passed to them. In such a case, the Buyer automatically transfers to the Seller the possibility of claims against their customers resulting from the resale of products in respect of which ownership is still in the Seller, in an amount equal to the selling price of these products for the period until the expiration of ownership in the Buyer. The buyer has the right to collect receivables arising from the resale. At the request of the Seller, the Buyer is obliged to notify their customers of the existence of the claims and to provide the Seller with all the information necessary to exercise their rights.
6.4. The Buyer acknowledges that the Seller (or any of its subsidiaries) remains the sole owner of all intellectual property rights related to the products, as well as the name and logo under which they are offered by the Seller and may not have any claims to them.
Art. 7. Delivery.
7.1. Delivery to the Buyer within the European Economic Area is made EXW ZETA-PARTS (Incoterms 2010), unless otherwise agreed in writing in the Agreement between the Seller and the Buyer. When, contrary to the above, it is agreed in writing that the products are delivered to the address specified by the buyer, delivery may be made in the absence of the Buyer. In this case, upon fulfillment of the conditions under Art. 5.1, the consignment note is sufficient as evidence of delivery.
7.2. In case of damage to the packaging and/or insufficient number of delivered units, the Buyer enters this in the bill of lading at the moment the products are delivered, if possible. They inform the Seller in writing, by e-mail sent within 12 (twelve) hours after the delivery of the products with attached photos of the damage and a copy of the bill of lading with the notes made by the Buyer on it.
7.3. Delivery times are informative and cannot be considered as determining by the Buyer. Delayed delivery or physical inability to fulfill the Agreement may not be a reason to seek compensation from the Seller, or a refusal by the Buyer to accept delivery of the products.
7.4. Extraordinary agreed delivery period begins to run only from the moment when the Seller has all the necessary information and documents concerning the execution of the delivery.
7.5. When the Seller has explicitly stated in writing in the Agreement the possibility of payment of compensation in case of delay in delivery, this compensation is due only if the Buyer requests it from the Seller by registered letter, within 5 (five) calendar days from the expiration of the delivery term, presenting proof of the damages suffered as a result of the delay in the delivery term. Claims for compensation may not be made to the Seller when the delay in delivery is due to force majeure or is the fault of the Buyer. In the latter case, the Buyer is responsible for the damages and costs incurred. Force majeure is defined as (but not limited to) an order from the authorities, mobilization, war, epidemic, strike, demonstration, defects, fire, flood, explosion, lack of raw materials or labor, changed economic circumstances, vandalism, extreme weather conditions, and and all circumstances that are beyond the control of the Seller and may disrupt the normal course of its activities, without requiring the Seller to prove the unexpectedness of these circumstances. In any case, the potential compensation as a result of delayed delivery is limited to 0.5% of the purchase price for each full week of delay, after the 21st working day from the date of delivery, with a maximum amount equal to 5% of the sale price .
7.6. The Buyer may not invoke delayed delivery as an argument for terminating the Agreement.
Art. 8. Right of retention.
8.1. In case of non-payment or partial payment by the Buyer, the purchase price and / or associated costs, the Seller has the right to keep the products and documents provided by the Buyer until the full payment of the obligation.
Art. 9. Product condition and Seller’s warranty.
9.1. Second-hand products are received by the Buyer in the condition in which they are at the time of delivery. The receipt of second-hand products by the Buyer through the delivery provided for in Incoterm by Art. 7.1, implies the mandatory acceptance of the products.
9.2. In the event that the Buyer considers that the new products do not comply with the order or are visibly damaged, they must submit a written complaint to the Seller within 48 hours of delivery of the products. In the event that the Seller has not received a written complaint from the Buyer within the period stated above, it is assumed that the Buyer has accepted the products.
9.3. Any hidden defects must be reported by Buyer within eight (8) business days of being discovered (or normally should have been discovered by Buyer), by registered letter to Seller, but no later than 3 (three) ) months after the date of delivery of the Products.
9.4. With respect to products that have been modified or recycled, the Seller is liable for hidden defects that affect only the main components of the products and that force the Buyer to undertake repairs so serious that he would not have signed the Agreement if he had known these hidden defects.
9.5. The Seller does not owe compensation to the Buyer in the following cases:
9.5.1. The buyer or a third party has performed (or attempted to perform) repairs or modifications;
9.5.2. Defects are the result of improper use or products are used in an unusual way, are systematically overloaded, do not follow the instructions for use, assembly, installation and maintenance or are used without complying with technical and safety standards in the region, where they are used;
9.5.3. Defects have occurred as a result of normal wear and tear or due to inexperience / negligence on the part of the Buyer, overloading or unauthorized interference with the operation of the product or due to accidental and insurmountable events;
9.5.4. Defects have not been reported in a timely manner (within the deadlines specified in Art. 9.3.) In writing, in accordance with the Special Conditions, specifically the Instructions for product claims.
9.6. If there is any lack of conformity, visible damage or hidden defects in the delivered products, as mentioned above, and after inspection by the Seller’s technicians, if it turns out that the Products contain defects, there is a lack of conformity or visible damage for which The Buyer has announced that the Seller may, at their discretion, repair the products, replace them, reduce their price, or decide that the agreement should be terminated by refunding the purchase price and returning the products. The Buyer is not entitled to request additional compensation.
9.7. Ownership of the products that have been replaced by the Seller or for which the Seller have reimbursed the purchase price is automatically transferred to the Seller. All costs of transport, customs duties, installation, dismantling, travel and accommodation costs of representatives of the Seller remain at the expense of the Buyer.
9.8. All implied warranties or conditions are limited to the extent permitted by law.
Art. 10. Complaints and product returns.
10.1. All complaints and requests for product returns must be in accordance with the Guidelines for Product Complaints, which are published on the Seller’s website.
Art. 11. Liability.
11.1. The following provisions establish the Seller’s liability (including any liability for the acts or omissions of Seller’s employees, agents, representatives and subcontractors) to the Buyer with respect to any breach of the Agreement and any representation, statement, act or omission, including negligence arising out of or in connection with the Agreement.
11.2. Excluding damages arising directly from the Seller’s breach of obligations under this Agreement, Seller’s liability will be limited to that which is binding in accordance with applicable law.
11.3. In case the Seller is not responsible in accordance with Art.11.2, they may not be held liable by the Buyer for any economic loss – profit, part of a business, damage to reputation or otherwise, and no claims for compensation may be made for direct, indirect or consequential damages (regardless of how they are caused) arising out of or in connection with the Agreement.
11.4. In case the Seller is not responsible under Art. 11.2, the maximum amount of hisliability in all cases is limited to the amount of the purchase price.
11.5. The Buyer, referred by third parties for damages caused by a defect of the products provided by them to third parties, is not entitled to claim compensation from the Seller.
11.6. These General Terms and Conditions of Sale do not release the Seller from liability under the following conditions:
11.6.1. Death or injury caused by negligence of the Seller;
11.6.2. Reasonable claim by the injured Buyer, filed within a reasonable time;
11.6.3. Any cases in which the release of the Seller from liability would be illegal;
11.6.4. Fraud or fraudulent presentation of the product;
Art. 12. Suspension and termination of the Agreement.
12.1. In case of non-payment or partial payment (as of the due date, according to Art. 5.1) of the invoice for the order, the Seller has the right to refuse the execution of the next order or suspend execution until the buyer’s obligations are covered.
12.2. Without fulfilling the conditions of Art. 12.1, the Seller may postpone the fulfillment of their obligations, if after the conclusion of the Agreement there are circumstances that indicate a significant deterioration of the financial condition of the Buyer. If the Seller decides to postpone the fulfillment of its obligations on this basis, they are obliged to notify the Buyer immediately.
12.3. In the event that it becomes clear to Seller that Seller will not be able to meet their obligations before Seller fulfills their obligations, Seller has the right to terminate the Agreement.
Art. 13. Miscellaneous.
13.1. In case one or more clauses of the Agreement become invalid, this will in no way make the others invalid as well. The Parties agree to do their utmost to replace them with valid arrangements that will lead to the economic outcome originally planned in the Agreement.
13.2. During the time the Seller and the Buyer are in a business relationship, the Seller or their subsidiary have the right to collect information from the communication with the Buyer (hereinafter “Data”), which is kept in a database with appropriate protection measures. If the Buyer wishes to change this information, they must make a written request to the Seller. The seller undertakes not to disclose the collected data to third parties.
13.3. For the purposes of the Agreement, working days are days from Monday to Friday inclusive, excluding public holidays in the Seller’s country.
13.4. The Parties to the Agreement declare that none of the terms of the Agreement shall be enforced by a person who is not a party to it.
13.5. Only the General Terms and Conditions of Sale in English are original. In the presence of translated versions in other languages, they are for information purposes only and do not give rise to different rights, regardless of their translation and interpretation.
Art. 14. Transfer.
14.1. The Seller has the right to transfer the Agreement or parts of it to third parties – a natural or legal person.
14.2. The Buyer may not transfer the Agreement or parts thereof to third parties without the prior written consent of the Seller.
Art. 15. Applicable law.
15.1. In cases not defined in the current General Terms and Conditions of Sale, Special Terms and Conditions and Additional Terms, the parties refer to the local laws in the country from which the Seller operates and where the Agreement is concluded. The application of the Vienna Convention on International Trade in Goods is strictly excluded.
Art. 16. Competent court.
16.1. All disputes concerning the interpretation of the Agreement shall relate to the competent court closest in location to the Seller’s registered office, with the express exclusion of the possibility of referral to another competent court.
16.2. Art. 16.1. is in favor of the Seller and accordingly they have the right, at their discretion, to waive the exclusive competence specified in Art. 16.1, and to take steps against the Buyer in a court, according to their place of residence, as well as in any other court, which is competent for the respective dispute.