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No. 1/2016

REGADA, s.r.o. company, having its registered office in Strojnícka 7, 080 01 Prešov, company registration number: SK2020011257, registered in Companies Register of the District Court Prešov, file no. 11100/P (hereinafter refereed to as REGADA) has issued these General Delivery Terms.

I. General Provisions
1. Legal relations between REGADA company and a customer are governed by a purchase agreement and these General Delivery Terms. These General Delivery Terms relate to all deliveries of goods and services provided by REGADA company (hereinafter referred to as goods). Any other delivery terms proposed by customer shall be valid only in the event and to the extent agreed in writing between REGADA company and a customer.
1.1. The Contract of Sale shall be deemed as concluded based on the Purchase Order delivered from Customer via post, e-mail, personally, in spoken or via their publishing on public accessible electronic media and the further confirmation of the Contract of Sale by company REGADA duly signed by the authorized representative of REGADA delivered to the Customer via post, e-mail or personally.
1.2. The Contract of Sale can also be concluded based on the delivered proposal of Contract of Sale or Purchase Order in accordance with Article 1.1, duly stamped and signed by the Customer ´s authorized representative and acceptation of the said Contract of Sale or Purchase Order by company REGADA in the form of its duly stamping and signing by the authorised representative and its delivery to the Customer via post, e-mail or personally.
1.3. As the concluded Contract of Sales shall be also deemed each business case if:
- the Customer pays for the product in cash
- the goods are delivered to the Customer in the form of payment on delivery
- the Customer confirms the receipt of the goods on a delivery note, invoice or other common way
- the goods are delivered to the Customer via commonly available forwarding company
2. Any agreements, contracts and amendments or alterations thereto shall be made in writing.

II. Borrowing of samples
Borrowing of samples is regulated to the full extent by special Agreements on lending the goods. Customer is obliged to give the borrowed samples back to REGADA company with no damage, no later than within 1 month after the period of borrowing agreed in the Agreement on borrowing the goods. In such case, the customer is obliged to pay REGADA company their purchase price in accordance with price list without undue delay after receiving the invoice from REGADA company.

III. Prices and deliveries
1. Unless stated otherwise, the price according to respective business offer applies to the goods.
2. All prices are net, excluding VAT and relieved of any bank fees.
3. Prices include price for ordinary packaging but does not include transport, unless agreed otherwise.
4. The first deliveries of goods to a new customer shall be made by REGADA after the price for delivery has been paid in advance or cash in delivering goods according to mutual consent. The procedure applies unless REGADA agrees otherwise with a customer.
5. Partial deliveries and the invoicing are permissible. The payment terms form the subject of the paragraph VIII.
6. INCOTERMS 2000, EXW REGADA, s.r.o. Prešov apply to the delivery of goods, unless REGADA agrees otherwise with a customer.

IV. Delivery date
1. Delivery date and terms are binding for REGADA company, only if agreed in writing. Delivery date must not start sooner than before explaining all details necessary for fulfilment of the agreement or no sooner than before delivering all documents and parts to REGADA company by a customer who is obliged to provide them.
2. Customer can cancel an order within 2 weeks before the dispatch date has been confirmed. Customer is obliged to take over the ordered goods prepared for dispatch no later than within 2 weeks after confirming the date of order unless otherwise agreed. If not, REGADA company reserves the right to charge fees for storing of goods in the amount of 0.1% of purchase price for goods for every day in delay.
3. In case the delivery has not been met or the goods cannot be delivered regardless the reason, the provisions of the article XI of these General Delivery Terms apply to indemnification.
4. The events of vis major and any other events being out of REGADA control and having significant impact or preventing from delivery, such as war, uprising, fire, floods, epidemic, obstacles in business conduct (suspension of business), delays in transit, strikes, administrative provisions such as prohibitions, block in export, obstacles in purchase of materials, as well as non-delivery, incorrect or delayed delivery from suppliers, regardless the reasons, relieve REGADA company from its obligations resulting from respective agreements. The said applies to any temporary obstacles only for the duration of the obstacle, while the customer shall provide REGADA company with adequate period for reactivation of deliveries, unless otherwise agreed with REGADA company.

V. Meeting Deliveries and Transfer of Damage Risk
1. Delivery / delivery date is met if the goods are sent to a customer or delivered for transport in the event of EXW REGADA dispatch. If the transport is provided by a customer, delivery date is met if the customer has been notified of goods prepared for dispatch within this period. The said also applies to partial deliveries.
2. Risk of damage to goods shall be transferred to the customer by meeting the delivery in accordance with point 1 of this article. Risk of damage to goods shall be transferred to a customer also in the event the ownership right to goods has not been transferred to him. Damage to goods after the transfer of risk of damage to a buyer shall not influence customer’s obligation to pay price for goods.
3. In the event of delay from the party of REGADA company when sending the goods for reasons, which belong to the customer’s liability, the risk of damage to goods passes on to the customer by sending the notice to the customer of the goods being prepared for dispatch. Any costs for storing, after the transfer of risk of damage to a customer shall be paid by the customer.

VI. Guarantee and Obligation to Announce Faults
1. The customer is obliged to review the goods carefully, to check for completeness of delivery and conformity with the order immediately after receiving delivered goods. Customer is obliged to notify REGADA company of any faults in delivery by sending the notice about fault in writing, either by fax or by e-mail within 7 days after the goods have been received in the place of destination, or if the fault could not have been detected during the inspection, within 7 days after it has been detected, but no later than after warranty period has expired.
2. Any damages incurred during transport are subject to notification duty under the General Conditions for International Transport and the customer is obliged to notify them immediately to a transporter, REGADA company and a company providing insurance of goods. Otherwise, the claims resulting from faults in goods will not be acknowledged.
3. REGADA shall execute the duly and timely raised complaint of faults, which is REGADA’s responsibility, according to customer’s choice specified in notification of faults without undue delay after the notice has been submitted.  The customer may require:
- elimination of faults by delivering substitute goods instead of the faulty goods
- delivery of missing goods
- elimination of faults repairing goods if faults can be fixed
- provision of an adequate discount from purchase price
- withdrawal from agreement
The customer can require delivery of substitute goods only in the event of faults that could not be fixed or the repairs would be expensive. Customer can withdraw from the agreement or require an adequate discount only if REGADA fails to eliminate faults within an adequate period or before the period expires if REGADA notifies it would not eliminate faults.
4. The enforced claim for settlement of complaint cannot be changed by a customer without consent of REGADA company.
5. When the substitute goods will be delivered, the customer will be obliged to give the changed goods to REGADA company in the state, in which it was delivered to him.
6. In the event, the complaint about faults of goods has not been justified and enforced on time, the customer will be obliged to pay REGADA company costs relating to transport and inspection of goods as well as other costs incurred in relation to the said to REGADA company.
7. Along with claims specified in the point 3 of this article, the customer can require indemnification occurred in relation to justified complaint.
8. Liability for faults does not apply to faults incurred due to failure to meet instructions of REGADA company for operation and maintenance, modification of goods, change of any parts or use of materials not meeting original specifications.
9. Warranty period for faults in quality of goods is 12 months after the goods have been delivered, unless otherwise agreed in a purchase agreement with a customer.
10. REGADA company shall not be held responsible for faults to which warranty of quality applies, in the event the faults were caused after the transfer of risk of damage to goods caused by external events and they were not caused by REGADA or persons helping to meet the obligation of REGADA.

VII. Acquiring Ownership Right and Reservation of Ownership
1. Customer shall acquire ownership right to the goods delivered after the purchase price is paid in full, until then REGADA company reserves the ownership right to the goods. Should the delivery be made before the purchase price has been paid in full, the goods are in REGADA company ownership until the price has been paid in full.
2. Customer is obliged to sell, use or process (e.g. assemble the goods with another goods, etc.) only within ordinary business activity. Supplier may revoke the entitlement at any time.
3. In the event of further sale of the goods not paid, the customer (in the event he fails to meet his payment duty to REGADA company) shall assign his receivables from his customers to REGADA company. On the basis of REGADA company, the customer shall notify REGADA company of any trading company (name) and registered office (address) of his customers as well as the amount and maturity of claims of the customers. In the event of assignment of receivable and the consequential enforcement by REGADA company, the customer shall provide assistance to REGADA company according to his ability.
4. In the event of modification or processing (e.g.: the assemblage with another goods, etc.) of goods to which the reservation of ownership applies, the contracting parties have already agreed as follows: REGADA company becomes a co-owner of the new object. The amount of co-ownership interest shall be determined according to the book amount of goods to the value of the new object. The paragraph 3 applies adequately.
5. Customer is obliged to immediately inform REGADA company of any loss, detention, destruction or damage to goods, to which the reservation of ownership rights applies. In such case, the customer is obliged to assign his receivables from third persons, in particular those from a person liable for damage or from an insurance company, to REGADA company.

VIII. Payment Terms
1. Unless otherwise agreed, the maturity of invoices issued by REGADA company shall be 30 days after the invoice date.
2. Regardless any decision of a customer, REGADA company is entitled to match received payments to customer’s receivables mature as first, according to specification of REGADA company.
3. Should the customer be in default in payment of purchase price, advance payment, or any payment, he is obliged to pay to REGADA company, REGADA is authorised to charge interest for the late payment from the customer in the amount of 0,05% daily from the amount due until the amount due has been paid in full. Should the customer’s default of any amount exceed 5 weeks, REGADA company shall be entitled to withdraw from the agreement. Should the company use the right to withdraw from the agreement, it shall be entitled to keep partial payments, made by the customer until the moment of withdrawal, as a contractual penalty for the failure to pay properly and timely.
4. All bank fees relating to payment shall be settled by the customer.

IX. Repeated Reception of Goods
Repeated reception of goods can be made only on the basis of mutual written consent between the customer and REGADA company. A credit note shall be issued to goods given back by the customer and received by REGADA company. Amount of such credit note shall depend on the state of the goods received and the deprivation of its value. REGADA company is entitled to charge costs relating thereto from the customer in the amount of 15% of original delivery price and the customer is obliged to pay the charged fees to REGADA company.

X. Changes at Customer
The customer is obliged to inform REGADA company without undue delay of any changes in his commercial name, registered office, business and statutory structure within 7 days after the changes have been made.

XI. Entitlement to Indemnification
1. REGADA company shall be responsible only for damage incurred by breaching of such contractual obligations, which endangered the purpose of agreement.
2. In other cases, respective statutory provisions valid in the Slovak Republic apply to indemnification by REGADA company.

XII. Choosing Law and Court Jurisdiction
1. Contractual relations arose existing between REGADA company and a customer shall be governed by the law of the Slovak Republic. Neither UN Convention on Contracts of International Sale of Goods (CISG), nor any other agreements, including future interstate or international agreements shall be used, even in case they will later be assumed by the Slovak law.
2. The contracting parties shall try to settle the disputes arising from deliveries of goods or in relation to deliveries by mutual consent as the very first option. In the event that this is impossible, the agreement, all legal relations and claims resulting from it under jurisdiction of the respective court in Prešov or in accordance with the determination of REGADA company. The court determined in this way shall have exclusive jurisdiction in case of all action brought by a customer.

XIII. Records of the Customer’s Data
REGADA uses devices for electronic data processing. For this reason, all data received within the business relationship with a customer shall be archived within the period according to archival order of the company.