General terms and conditions MiF, s.r.o.
I. Introductory provisions
- These General Terms and Conditions (hereinafter referred to as “GTC”) of MiF, s.r.o., Nerudova 4039, 018 41 Dubnica nad Váhom, Slovakia, ID: 363 20 404, VAT ID: SK2020116197, registered in the Commercial Register of the District Court of Trenčín, Section Sro, Insert No. 12878 / R, (hereinafter referred to as Contractor) are issued in accordance with para. § 273 of Act. no. 513/1991 Coll. Of the Commercial Code as amended later regulations (hereinafter referred to as the “Commercial Code”).
- These GTC regulate and manage the contractual relations between the Contractor and the Client, who orders goods or services (hereinafter referred to as the “Customer”) in the supply of printing products, materials, goods or services (hereinafter the “Work”).
- The customer is a natural person or legal entity that orders goods or services from Contractor, in return for cash.
II. Scope of validity
- These GTC are binding for the participants in the contractual relationship and are an annex and an inseparable part each framework contract, contract, confirmed order, resp. binding offer (hereinafter referred to as Contracts), unless otherwise agreed by the parties to the contractual relationship.
- Submission of the order by the Customer means the full consent of the Customer to these GTC. these The GTC become a part of the Contract between the Contractor and the Client at the moment of acceptance orders from the Contractor.
- Any purchase, delivery and / or business conditions of the Customer are taken into account only in if they are accepted in writing by the Contractor.
III. Contractor’s offer
- The Contractor’s offer is non-binding, unless it is explicitly marked as binding by the Contractor.
IV. Conclusion of the contract
- The Client expresses interest in the construction and delivery of the Work towards the Contractor in writing order delivered to the address of the Contractor’s registered office by post, courier service or electronic mail. The order must contain in particular the specification of the Work, the date and place of delivery, in total price without VAT determined in accordance with the Contractor’s offer, identification and invoicing data Of the Customer, including the VAT identification number valid in the country of delivery, payment conditions, possibly other conditions of delivery.
- The Contractor shall comment on the order in writing within 2 working days from the date of its receipt, in the form its confirmation, the submission of a counter-proposal or its rejection. Non-comment on the order in within the specified period by the Contractor shall be deemed to be its rejection.
- The contractual relationship between the Contractor and the Client, the subject of which will be the construction a delivery of the Work to the extent and under the conditions specified in the order and the obligation of the Client to provide the Contractor with the necessary co – operation and to pay the agreed price for the Work shall arise up to on the basis of a written confirmation of the order by the representatives of both participants authorized to act for the participant concerned. Any changes or additions to the order confirmation are only valid if they have been confirmed in advance by those persons entitled to act as participants.
- In addition to concluding the Contract in the form of order confirmation, the Contract may be concluded by the entitled parties representatives of both parties also directly by signing its paper form containing essential or other agreed requirements. Changes to the specification of the subject of performance of the Work (e.g. amount of cargo, change of scope, format, color, etc.) to the valid Contract can be negotiated only provided that these are governed by a new Treaty which will completely replace the original Treaty, or a written amendment to the original Agreement.
- At the same time, the Client undertakes to reimburse the Contractor for the costs that he is entitled to for the change The contracts were created.
- The Contractor is entitled to use third parties in providing the contractual performance of the Work, while for conduct of these third parties The Contractor shall be liable as if he had acted.
V. Printing materials and printing
- The Client is obliged to deliver to the Contractor complete and undamaged production documents for execution of the Work according to the further specified technological requirements of the Contractor for processing of documents (hereinafter referred to as “Production documents”) within the agreed time and place.
- In the Production Documents, the Customer must define in particular the exact size of the Work, its color, determination of the spot paints and adhesives used, direction of winding of the rolls, number of labels on the roll, etc., if did not agree otherwise in writing with the Contractor. Other specification of Production Documents must be in advance approved by the Contractor.
- The Customer enters the Production Documents electronically on a pre-determined e-mail or ftp-server, or physically passes them on to the responsible person who sent him the offer.
- In the event that the Contractor is to create a graphic design for the Client, which is part of the Work, he must The Client shall supply the Contractor with all documents and information on the graphic design. In case used by the Customer, the Customer must provide a written statement that he has the right to use the given photographs for the creation of a graphic design, if not, the Contractor shall purchase after approval of the design selected stock photos. The Contractor shall submit a graphic design, on which the Client must agree on the text, the overall color including defined spot colors. In the case of digital correction, it shall describe the changes mentioned a text file in TXT format, including a statement of completeness. In case of physical correction it must define whether it is a final correction or another correction will be needed. On the color of the proof, the Customer must state all notes on this proof and agree to his own signature. The production of the Work will start only after the approval of the pressure on which the Client has its own signature confirms the appearance and content of the Work.
- If the Production Documents are not submitted according to the requirements of the Contractor, or are submitted late a on the basis of which it is not possible to continue with the production of the Work, the Contractor is entitled after delivery regular and complete Production Documents according to their current capacity a new date for the completion of the Work, unless the parties agree otherwise. In this case, the shift the Client is not entitled to withdraw from the Contract on the date of delivery of the Work.
- In the event of a change (shift) in the delivery date of the Work from the above, or any others reasons on the part of the Client, the Client is obliged to pay the costs incurred by the Contractor.
- Costs incurred due to the implementation of necessary repairs of Production Documents approved The Client will invoice these to the Client according to the actual costs incurred.
- In the case of the Customer’s request for approval of the color of the print directly at the printing machine, it is The customer is obliged to confirm the approval in writing. Work printed in accordance with such approval color cannot later be the subject of a complaint due to color.
- The Contractor shall not be liable for deficiencies and errors made by the Customer in the delivered Production documents, or in other documents, or the reduced quality of the resulting product.
- The Customer is fully responsible for the fact that the delivered Production Documents do not suffer from a legal error a did not infringe the copyright or other rights of third parties.
- There is no obligation for the Contractor to keep print templates, data and / or data carriers, assemblies, printing plates, papers, etc. after the completion of the contract, only if the contract the parties have agreed otherwise in writing.
VI. Performance and submission of the work
- The performance of the Work is considered to be the performance which is handed over by the Contractor to the Client in the usual quality given by the processing technology, the material used and the quality of the Production documents. The reduced quality of the Production Documents may be adequately reflected in quality Works. This fact is not considered a lack of proper execution of the Work.
- Due to the machine production of the Work, the cost of the actually delivered Work may differ from quantity agreed in the Treaty. The difference between the ordered and delivered quantity of the Work may be up to + -5% of the quantity stated in the order, if from the Contract or from previous practice between by the contracting parties, or from business practices, nothing else follows. If the Customer in The contract excludes the possibility of performance below the agreed quantity, the Contractor is entitled to hand over the performance in the amount of up to 10% above the agreed quantity, which the Customer is obliged to take over and pay for the agreed price of the Work. The Contracting Parties may agree otherwise in a specific case in the Contract deviations.
- The place of delivery of the Work is the seat of the Contractor, unless otherwise agreed in the Contract.
- If a different place of delivery of the Work, other than the Contractor’s registered office, is agreed in the Contract, it is the Client obliged to hand over the transport instructions to the Contractor with the exact address, by telephone connection, the name of the contact person, the scope of each delivery and the name of the carrier, namely no later than 5 days before the agreed date of acceptance of the Work, if the transport arrangements are no longer specified in the Contract.
- If the Contractor ensures the transport of the Work to the place specified by the Client, he is obliged to unload the Work at a maximum distance of 5 m from the vehicle. The Client is obliged to hand over the Work on the spot outside the Contractor’s registered office, provide the Contractor and the carrier with adequate co-operation in securing unloading. In case of non-provision of adequate co-operation in ensuring unloading, it is the Contractor entitled to charge the Client the costs incurred for this reason due to ensuring unloading at the place specified by the Customer.
- The Contractor is obliged to hand over the Work to a person authorized by the Client under the conditions and within the time limit specified in the Contract. The Client is obliged to take over the Work, if necessary, also through an authorized third party.
- By handing over the completed Work to the Client, the danger passes to the Client damage to property.
- The Contractor reserves the right of ownership of the delivered Work and of things created by reworking or processing until all current or future claims against Contractor. After issuing the invoice until payment, the reservation of ownership applies to securing the Contractor’s receivable.
- If the Client is in arrears with its obligations to the Contractor, it may The Contractor shall, without prejudice to other rights, take back the created Work and for the purpose of satisfaction due receivables from the Customer to assess it differently. In this case, the commitment It reduces the customer only by the income from this other appreciation, after deducting all costs associated with this other assessment. If the Contractor deems another evaluation necessary, he shall provide The Client has immediate access to the created Work to the Contractor or authorized persons.
VII. Work price and payment terms
- The Di e l a price is agreed by the parties to the contractual relationship in accordance with general law regulations of the Slovak Republic on prices in the current version.
- The price of the Work is specified in the Contract or in the confirmed order in EUR without VAT, if not agreed otherwise. Value added tax (VAT) according to legal will be added to the price of the Work applicable regulations at the time of invoicing.
- The agreed price of the Work does not include insurance, nor the costs of possible storage, if not agreed otherwise.
- If the Contractor ensures the transport of the Work to the agreed place, it will increase the price of the Work by the transport fee.
- The price of the Work is determined on the basis of costs at the time of the offer. If they increase during the implementation of the Work costs resulting from changes in raw material prices (in particular paper, paint, foil, embossing foil, etc.) and / or energy used to create the Work, or the cost of transporting the Work to the place of delivery and others conditions compared to the conditions at the time of concluding the Contract, the Contractor is entitled to the price of the Work unilaterally, without the consent of the Client, adjust the adequacy. The same applies in the event of an increase inflation rates. The Client is not entitled to withdraw from the Contract in these cases and is obliged pay the Contractor the price for the Work appropriately adjusted.
- In the event that the Client’s monetary obligation is determined in a currency other than EUR, the The Client that in the event of a change in the relationship between EUR and the currency in which there is a monetary obligation expressed, by more than 2%, this monetary obligation will change in the same proportion. Contracting the parties negotiate as the decisive exchange rate of the ECB (European Central Bank) valid at the time of conclusion Contracts and at the time of payment of the monetary obligation.
- The Client is obliged to pay the Contractor the agreed price of the Work in terms of payment conditions set out in the GTC or specified in the Contract, in the order confirmation, which are the parties to the contractual relationship are bound.
- The Contractor reserves the right to condition the realization of the Work in full or in part financially in advance for the price of the Work.
- Unless otherwise agreed in the Contract, the right to payment of the price for the Work arises for the Contractor by fulfilling his obligation to deliver the completed Work to the Client.
- The Contractor is entitled to invoice the price of the Work immediately after the completion and delivery of the Work.
- The due date of the invoice is 14 days from the date of its issuance by the Contractor, if the contracting parties do not agree on a different due date. Monetary obligation of the buyer to pay the seller the purchase price paid through the bank is fulfilled by crediting the amount paid to the seller’s account.
- If, according to the Contract, the Client is obliged to make a deposit to the Contractor for the price of the Work, the deadline for the fulfillment of the obligation begins to run for the Contractor only from the day following the payment of the deposit to the account Contractor.
- Withholding of payments of the price for the Work by the Client (especially with reference to the complaint procedure), unilateral credits and other methods of unilateral reduction of payments to the Customer are not permissible. Breach of this obligation is considered a material breach of duty Customer.
VIII. Liability for defects and conditions of complaint
- The Contractor is responsible for ensuring that the Work will be performed in accordance with the agreed conditions, according to applicable technical standards for the machining of printing products and in general binding legal regulations of the Slovak Republic. The Contractor shall be liable for errors in the Work at the time of its delivery to the Client in accordance with the standard STN ISO 9001: 2008.
- The Contractor undertakes that during the warranty period the Work will be in an appropriate manner storage of the agreed property, with the warranty period beginning on the day of delivery of the Work and lasts 6 months. For a product printed with metallic or special colors is provided warranty 3 months from the date of manufacture. For products such as coded labels, or otherwise in time limited products, the warranty period ends on the date of expiry of this time interval.
- The quality guarantee shall not be granted for natural wear and tear or damage resulting from the transfer of the risk of damage to the Work to the Client, due to faulty, unprofessional or careless handling, resp. through the fault of the Customer.
- The Client is obliged to inspect the Work immediately after its receipt and is obliged to notify the Contractor obvious errors of unnecessary delay after taking over the Work, no later than 10 days after taking over the Work.
- The customer is obliged to report hidden errors without undue delay after their discovery within 6 monthly warranty period.
- When exercising the rights arising from liability for errors, the Client is obliged to submit to the Contractor a sample of the defective Work, or access to the defective Work, specify its errors in writing, scope and state your claim against the Contractor in accordance with Art. § 436 and § 437 of the Commercial Code. The Contractor is obliged to eliminate errors of his choice by correcting the faulty part of the Work or by delivery of a replacement Work within 30 days of taking over the defective part of the work back from Customer. In case of impossibility of such elimination of errors, the Contractor is obliged to provide A reasonable discount from the price of the Work to the Client.
- The Contractor is obliged to return the faulty part of the Work back from the Client within 30 days to replace or repair it. If this exchange is not possible for the Contractor (repair) to be performed, the Contractor shall, by mutual agreement, provide a reasonable discount on the price of the defective part Works for which he will issue a credit note to the Client.
IX. Higher power
- The parties shall be liable for partial or total failure to fulfill their contractual obligations excluded if they were caused by circumstances precluding liability under the applicable law regulations (especially the so-called force majeure).
- Force majeure is considered to be mainly: war, threat of war, other armed conflict or its threat, insurrection, sabotage, fire, terrorist attack or threat thereof, storm, flood, earthquake, natural or other disaster, explosion, government regulations or restrictions of the European Union, outage not caused by the Contractor, complete or partial destruction of the plant or production line Contractor or his suppliers, supplies of suppliers, change of customs and tax regulations, import and export quotas, export or import ban, strike, traffic disruption, traffic accident, failure of gas, electricity or other energy, as well as any other causes caused by the Contractor could not foresee or prevent them, which made it impossible to fulfill the obligation.
X. Damages, contractual penalties and sanctions
- In the event that the Client refuses or otherwise prevents the Contractor from fulfilling it obligation, the Client is obliged to compensate the Contractor for the damage incurred and the lost profit in full.
- The Contractor shall not be obliged to make good the damage if he proves that the breach of the obligation arising from contractual relationship was caused by circumstances excluding liability in accordance with Act no. 513/1991 of the Commercial Code as amended.
- In the event of unreasonable withdrawal of the Customer from the Contract just before, resp. after the start of printing, respectively. the implementation of the ancillary service, or the termination of the contractual relationship before the fulfillment of the obligation, The Client undertakes to pay the Contractor a contractual penalty in the amount of 10% of the total price of the Work, if the Contractor exercises this right, as well as all actual costs incurred by the Contractor with the execution of the Work arose, compensation for damage and lost profit in full, if it is not a party to the contract relationship agreed otherwise.
- In case of delay of the Contractor with the delivery of the Work, the Client is entitled to charge a contractual penalty in in the amount of 0.05% of the agreed price of the unfinished Work for each day of delay, but not more than 10% of the total price of the Work, unless the parties agree on a different amount of the contractual penalty. The Client may waive this contractual penalty in whole or in part.
- In the event of the Client’s delay in paying the deposit or the total price of the Work on the basis of invoice within the due date, the Client is obliged to pay the Contractor interest on arrears in 0.05% of the amount due for each day of delay, unless the parties agree on another the amount of the contractual penalty. The Contractor may waive all or part of this interest for late payment.
- Based on the Contract, the confirmed order, the Contractor shall purchase the material (especially paper) needed for processing of the Work, in the quantity and parameters resulting from the technical equipment supplied by the Client specifications of Production Documents. In the event that after the purchase of materials, the Customer will change technical specification of Production Documents, the scope of the originally agreed performance, resp. resigns from the Contract, the Client is obliged within 30 days from the end of the contractual relationship, retroactively from Buy the Contractor material that remains in the Contractor’s warehouse and which was intended for performance subject of the Contract, or with the Contractor to settle the actual costs incurred agree otherwise. The unit price for the repurchase of material will be the same as the unit price material from the last implemented Contract in the last two months; if none has been implemented The contract will be identical to the purchase price and will be due on the 14th day from the end of the contractual relationship, or the above-mentioned change. The customer can fulfill its obligation to repurchase the material also be fulfilled through a third party.
XI. Applicable law, jurisdiction of the court, partially invalidity and ineffectiveness of The GTC
- The contract and the contractual relationship resulting from it are governed by Slovak law, if not agreed otherwise.
- All disputes arising out of or relating to this Agreement shall be finally settled by the competent court Of the Slovak Republic in accordance with the relevant legal regulations, unless otherwise agreed.
- In the event that any of the provisions of these GTC is invalid or ineffective, the invalidity or the ineffectiveness of the provision shall not result in the invalidity or ineffectiveness of the other provisions GTC, or the Contract itself. This also applies if it is found that any of the provisions of these GTC is unenforceable. Any reservations must be the subject of a special agreement and subsequent written consent.
- Relations not regulated by these GTC or the Contract are governed by the valid law of the Slovak Republic a Commercial Code no. 513/1991 Coll. as amended.
XII. Confidentiality, data protection
- The Client undertakes not to provide or otherwise make available to a third party any information on facts of a commercial, technical or production nature which are related to the subject of the contract, namely under penalty of the application of strict liability for damage or other harm, or for unfair competition proceedings.
- A third party who legitimately participates in the performance of the Contract shall have a trade secret or confidential make the information available to the Contractor to the extent necessary for the fulfillment of its obligation in performance Treaty.
XIII. Special arrangements
- In the event that the Client carries out the transport of the Work to another Member State of the European Union himself, respectively. provided by another person, he is obliged to deliver to the Contractor a transport or other document on dispatch in which the destination is stated, or a written statement of the Customer in which states that he has transported the Work to another Member State of the European Union.
- If the Customer fails to fulfill the obligation specified in Art. XIII.1. of these GTC, it undertakes to pay Damage incurred by the Contractor upon delivery of the Work (pursuant to the provisions of Section 43, Paragraph 8 of Act No. 222/2004 Z.z. on value added tax, as amended).
XIV. Common and final provisions
- Without the prior written consent, the Client is not entitled to a claim under the Contract and its assign receivables from the Contractor to third parties, establish or use them by any other in the same way as the subject of the legal act. At the same time, the customer is not entitled to receivables from The contractor to set off his obligations. Breach of this obligation is considered material breach of the Customer’s obligations.
For the service of documents between the parties to a contractual relationship related to the Contract, the following shall apply the document is considered to have been delivered:
- the date of its actual delivery to the other party to the contractual relationship,
- on the day of the expiry of the time limit for taking over the consignment at the post office, even if the addressee did not know about the deposit or thwarted the successful delivery by his own actions documents.
- Written communication means communication by post, e-mail or fax. And who does not preclude the nature of the matter, the Contracting Parties may fulfill the obligation to send, notify, or expressions using means of electronic communication.
- The Client was, before concluding the Contract, or before ordering the Work acquainted with the GTC. for acquaintance with the GTC is also considered their delivery to the Customer by electronic means, their by publishing in a place accessible to the Client when ordering or taking over the Work, their by publishing on the Contractor’s website (www.mif.sk). By concluding the Contract, or by accepting the Work, the Client fully agrees with the wording of the currently valid GTC.
- These GTC have been approved by the management of the Contractor and are valid and effective from 1.1.2016