General terms and conditions
The General Terms and Conditions govern all purchase agreements and the resulting legal relations between Humidef s.r.o, the operator of the domain www.humidef.com (hereinafter referred to as the “Seller”) and its customers (hereinafter referred to as the “Buyer”). Buyers are companies, sole traders, associations, companies and firms, as well as other persons to whom the goods are not used for personal consumption, but for the performance of business activities. The relations between the Seller and the Buyer are primarily governed by the General Terms and Conditions of the Seller. Other unregulated relationships are governed by the provisions of the Commercial Code. All deliveries of goods and services and legal relationships that have taken place during the period of validity of these General Terms and Conditions are subject to them.
By ordering goods or services as well as taking goods or services from the Seller, the Buyer accepts the General Terms and Conditions of the Seller. By this act, they enter into force for all relations between the Buyer and the Seller.
I. General Terms and Conditions
- The Seller is obliged to deliver the goods to the Buyer, to hand over the documents relating to the goods and to enable the Buyer to acquire ownership rights to the goods.
- The Seller is obliged to deliver the goods to the Buyer in the quantity, quality and version as specified in the contract and must pack or equip them for transport in a suitable manner and hand over to the Buyer the documents necessary for taking over and using the goods.
- The buyer acquires ownership of the goods until full payment of the purchase price.
- If it has been agreed to secure an obligation to pay the purchase price, the Buyer is obliged to hand over to the seller proof of payment of the purchase price in accordance with the contract at the agreed time, otherwise in time before the time agreed for delivery of the goods. If the Buyer fails to fulfil this obligation, the Seller may refuse delivery of the goods until the submission of these documents. If the Buyer does not ensure payment of the purchase price within an additional reasonable period specified by the Seller, the Seller may withdraw from the contract.
- If the Buyer is in arrears with the receipt of the goods or with the payment of the purchase price in cases where the delivery of the goods and the payment of the purchase price are to take place at the same time and the Seller has the goods with him or may otherwise dispose of the goods. The Seller is entitled to detain the goods until the Buyer reimburses the reasonable costs incurred by the Seller in doing so.
- A substantial breach of the contract by the Seller presupposes that the Seller knew at the time of concluding the contract, or at this time, taking into account the purpose of the contract, which resulted from its content or the circumstances in which the contract was concluded, it was reasonable to anticipate interest in the performance of the Seller in the event of such a breach of contract. Failure to meet these criteria for a material breach of contract is a non-material breach. In case of doubt, the breach of contract is presumed to be insignificant.
- Damage to property means the loss, destruction, damage or deterioration of an item, regardless of the reasons for which it occurred.
II. Risk of damage to goods
- The risk of damage to the goods passes to the Buyer at the time when he takes over the goods from the Seller, or if he does not do so in time, at the time when the Seller allows him to dispose of the goods and the Buyer breaches the contract by not taking over the goods.
- If the Seller is obliged under the contract to hand over the goods to the carrier at a certain place for the transport of goods to the Buyer, the Buyer runs the risk of damage to the goods by handing it over to the carrier at this place.
- If the purchase contract includes the Seller’s obligation to send the goods, but the Seller is not obliged to hand over the goods to the carrier at a certain place, the risk of damage to the goods passes to the Buyer when the goods are handed over to the first carrier for transport to the destination.
- Damage to the goods, which arose after the transfer of its danger to the Buyer, does not affect his obligation to pay the purchase price unless the damage to the goods occurred as a result of a breach of the Seller’s obligations. These effects will not occur if the Buyer has exercised his right to demand delivery of replacement goods or the right to withdraw from the contract.
III. Defects of goods
- If the Seller violates its obligation under Art. I. par. 2 of these General Terms and Conditions, the goods are defective.
- Defects of the goods are also considered to be the delivery of goods other than those specified in the contract and defects in the documents required for the use of the goods.
- If it follows from the transport document, the document on delivery of the goods, or from the Seller’s declaration that he delivers the goods in smaller quantities or only a part of the goods, the provisions on defects of the goods do not apply to the missing goods.
- The Seller shall not be liable for defects in the goods of which the Buyer was aware at the time of conclusion or, taking into account the circumstances under which the contract was concluded, should have known, unless the defects relate to the characteristics of the goods which he should have under the contract.
- The Seller is responsible for the defect that the goods have at the moment when the risk of damage to the goods passes to the Buyer, even if the defect becomes apparent only after this time. This does not affect the seller’s obligations under the quality guarantee.
- The seller is also liable for any defect that arises after this time if it is caused by a breach of his obligations.
IV. Quality guarantee
- By guaranteeing the quality of the goods, the seller assumes in writing that the delivered goods will be fit for a certain period of time for use for the agreed, otherwise for the usual purpose or that they will retain the agreed, otherwise usual properties.
- The assumption of the obligation for quality guarantees follows from the contract. The length of the warranty period, or the shelf life, or the usability of the delivered goods may be indicated on its packaging. If a different warranty period is stated in the Seller’s contract or warranty card, this period applies. If the shelf life or shelf life is not stated in the contract, or in the warranty card, or on the product packaging, the general shelf life or shelf life of the products, which are stated in the Seller’s Complaint Conditions, apply.
- The warranty period begins from the date of delivery of the goods unless otherwise stated in the contract or warranty card. If the Seller is obliged to send the goods, the warranty period runs from the day the goods arrive at their destination.
- The warranty period does not expire for the period during which the Buyer cannot use the goods due to its defects, for which the Seller is responsible.
- The Seller’s liability for defects covered by the quality guarantee does not arise if these defects were caused after the risk of damage to the goods by external events and were not caused by the Seller or the persons with whose help the Seller fulfilled its obligation.
V. Obligations of the Buyer
- The buyer is obliged to pay the agreed purchase price for the goods and take over the delivered goods in accordance with the contract.
- The Buyer is obliged to perform the actions necessary under the contract and this Act in order for the Seller to be able to deliver the goods. The Buyer is obliged to take over the delivered goods unless it follows from the contract that he can refuse to take them over.
- The buyer is obliged to inspect the goods as soon as possible after the risk of damage to the goods, taking into account the nature of the goods.
- If the goods are sent to the Seller, the inspection may be postponed until the goods are transported to their destination.
- If the Buyer does not inspect the goods or do not arrange for them to be taken over at the time of the risk of damage to the goods, he can claim for defects detectable during this inspection only if he proves that the goods already had these defects at the time of the risk of damage to the goods.
VI. Defect complaint
The Buyer is obliged to report to the Seller about the defects of the goods without undue delay, after:
- the buyer found the defects
- the buyer, while exercising professional care, should have found out the defects during the inspection, which he is obliged to carry out.
If the Buyer does not fulfill this obligation within the set deadlines, the Buyer’s right to defects in the goods cannot be admitted in court proceedings.
VII. Claims for defects in goods in the event of a material breach of contract
If the delivery of goods with defects violates the contract in a material way, the Buyer may:
- demand the elimination of defects by delivery of replacement goods for defective goods, delivery of missing goods,
- require the elimination of defects by repairing the goods, if the defects are repairable,
- demand a reasonable discount from the purchase price or withdraw from the contract.
The choice between these claims for defects in the goods belongs to the Buyer only if he notifies the Seller in timely notification of defects, or without undue delay after such notification. The claimed claim cannot be changed by the Buyer without the consent of the Seller. Otherwise, he has claims for defects in the goods as in the case of a minor breach of contract.
However, if it turns out that the defects of the goods are irreparable, or that their repair would involve disproportionate costs, the Buyer may request the delivery of replacement goods, if the Seller so requests without undue delay after the Seller has notified him of this fact.
If the Seller does not eliminate the defects of the goods within a reasonable additional period or if it announces before its expiration that it will not eliminate the defects, the Buyer may withdraw from the contract or request a reasonable discount on the purchase price.
VIII. Claims for defects in the event of a minor breach of contract
If the delivery of defective goods violates the contract in an insignificant manner, the Buyer may request:
- delivery of missing goods and elimination of other defects of goods,
- discount on the purchase price.
If the Buyer requests the elimination of defects in the goods, he may not assert other claims for defects in the goods, other than a claim for damages, before the expiration of the additional reasonable period for the elimination of defects.
If the Seller does not eliminate the defects of the goods within this period, the Buyer may claim a discount on the purchase price or withdraw from the contract, which must be notified to the Seller in advance.
If the Buyer does not claim a discount on the purchase price or does not withdraw from the contract under the previous paragraph, the Seller is obliged to deliver the missing goods. He is obliged to eliminate other defects of his choice by repairing the goods or delivering replacement goods, but he must not cause the Buyer to incur disproportionate costs by the chosen method of eliminating the defects.
Upon delivery of replacement goods, the Seller is entitled to demand that the Buyer return the exchanged goods to him at the expense in the condition in which he delivered them.
Entitlement to a discount on the purchase price corresponds to the difference between the value that the goods should have without defects and the value that the goods should have delivered with defects, the decisive time for determining the values being the time at which proper performance should take place.
IX. Special provisions on the effects of withdrawal
The Buyer may not withdraw from the contract if he has not notified the Seller of the defects in time.
The effects of withdrawal from the contract will not arise or expire if the Buyer cannot return the goods in the condition in which he received them. However, this does not apply if:
- the inability to return the goods in the condition specified therein is not caused by the act or omission of the Buyer, or,
- the condition of the goods has changed as a result of an inspection duly carried out in order to detect defects in the goods,
- prior to the discovery of defects, the Buyer sold the goods or part thereof, or consumed the goods in whole or in part or altered them in their normal use.
In the case referred to in para. 2 point c) the Buyer is obliged to return unsold or unconsumed goods or altered goods and provide the Seller with compensation up to the amount in which he benefited from the use.
X. Acquisition of ownership
The buyer acquires ownership of the goods until full payment of the purchase price.
The Buyer and the Seller may agree in writing that the Buyer acquires ownership before the period specified in paragraph 1.
Prior to delivery, the Buyer acquires ownership of the transported goods when he obtains the right to dispose of the shipment.
XI. Final provisions
Buyer and Seller are governed:
- by contract,
- secondly, the Business Conditions of the Seller,
- if there is no regulation in the Business Conditions by the provisions of the Commercial Code.
In case of disputes, the parties will try to reach an agreement. In the event that no agreement is reached between the Seller and the Buyer, disputes arising from the purchase contracts will be governed by the law of the Slovak Republic and will be decided definitively in court proceedings of the competent court in the Slovak Republic.