General Terms and Conditions of VIMRON s. r. o.
Part I.
I. General provisions
- These General Terms and Conditions (hereinafter referred to as the „VOP“) govern the relations between the company VIMRON s. r. o., ID number: 44 817 134, with registered office 851 01 Bratislava, Kopčianska 35, registered in the Commercial Register of the Municipal Court Bratislava III, section: Sro, file 59411/B as a seller and a buyer.
- The application of the (general) terms and conditions of the other contracting party or any other (general) terms and conditions or changes to these GTC is hereby expressly excluded, unless the contracting parties agree otherwise in writing.
- Changes/exclusion of the application of these GTC or any of their provisions are binding for the contracting parties only if the contracting parties have agreed on them in writing in the Contract. To the extent that the provisions of the Agreement differ from the provisions of the General Terms and Conditions, deviating provisions of the Agreement take precedence over the wording of these General Terms and Conditions.
II. Definitions of terms
- Capitalized terms used in these GTC, the Agreement or documentation related to the GTC and/or the Agreement shall have the meaning defined in these GTC, the Agreement or other documentation related to them. The designation of the contractual parties (Seller and Buyer) in the sense of these General Terms and Conditions applies to the contractual parties regardless of their verbal designation in the text of the Agreement, of which these General Terms and Conditions are an integral part.
- Contract, a written contract and/or a contract concluded at a distance between the Seller on the one hand and the Buyer on the other, the subject of which is the delivery of Goods and/or Services.
- Framework contract, a contract that regulates the basic legal framework between the Seller on the one hand and the Buyer on the other, the subject of which is the repeated delivery of Goods and/or Services for a certain period of time agreed by the Contracting Parties.
- Partial contract, contract concluded on the basis of the Framework contract. For the avoidance of doubt, it is stated that for the purposes of these General Terms and Conditions, where it is not expedient to distinguish between the term Framework Agreement and Partial Agreement, the term Contract collectively refers to the Framework Agreement and Partial Agreement.
- Order, manifestation of the will of the Buyer, by which he applies his will to supply the Goods and/or Services in accordance with these GTC, on the basis of which the Seller supplies the Goods and/or Services.
- The seller, the company VIMRON s. r. o., ID number: 44 817 134, with registered office 851 01 Bratislava, Kopčianska 35, registered in the Commercial Register of the Municipal Court Bratislava III, section: Sro, insert 59411/B.
- The buyer is a consumer or entrepreneur.
VII.I A consumer is a natural person who, when concluding and fulfilling a consumer contract, does not act within the scope of his business activity, employment, profession or other business activity.
VII.II The entrepreneur is:
• a person registered in the commercial register,
• a person who does business on the basis of a trade license,
• a person who does business on the basis of a license other than a trade license according to special regulations,
• a natural person who carries out agricultural production and is registered in accordance with a special regulation.
The buyer acknowledges that if he states his identification number (ID) in the order, the rules stated in the GTC for entrepreneurs apply to him. The buyer (entrepreneur) does not have the status of a consumer.
- Purchase price, unit price for Goods and/or Services stated in the online store, Contract and/or Order. All prices and fees in the online store are shown with VAT. For the avoidance of doubt, if multiple products and/or services are listed in the Agreement and/or Order, the purchase price is the aggregate value of all products and services.
- Commercial Code Act no. 513/1991 Coll. The Commercial Code in its draft version.
- Legal regulations, all national (or state) legislation of the Slovak Republic, including applicable legislation of the European Union, regulations, decrees and other generally binding legal regulations of public authorities.
- Service, electronic service, or additional and other services (including service services and third-party services) provided to the Buyer by the Seller for fees according to the current price list, available at the relevant Internet address of the Seller, consisting of the provision of electronic services, mainly enabling the monitoring of property, animals and things by an authorized person (Buyer or a person authorized by him). The relevant terms and conditions governing the provision of services by the Seller are published on the Seller’s website and in its online store. Services also include the provision of temporary, time-limited licenses owned by the Seller, or third-party licenses on a contractual basis.
- Goods, products and/or services of the Seller specified in more detail in the Contract and/or Order, which the Seller delivers to the Buyer. Goods are also considered to be goods that were manufactured for the Buyer based on his specific requirements and were not yet in the Seller’s portfolio; as well as a product that has been customized (visually, technically, etc.) according to the Buyer’s requirements.
- GTC, these General Terms and Conditions of the Seller.
- Act on VAT Act No. 222/2004 Coll. on value added tax as amended.
- Agreement, purchase agreement, Framework Agreement or Partial Agreement concluded on the basis of the Framework Agreement, which the Buyer concludes for the purpose of purchasing Goods, regardless of the form of the agreement. Each Agreement must contain basic identification data of the Contracting Parties.
III. Purchase contract
- If the buyer is a consumer, the proposal for concluding a purchase contract is the placement of the offered goods by the Seller on the website of the online store, the purchase contract is created by sending the order to the consumer buyer and accepting the order by the seller. The Seller will immediately confirm the acceptance of the order to the Buyer by sending an informative email indicating the goods, their quantity and price to the Buyer’s email address. Attached to the informative email is a copy of these GTC and the complaint procedure.
- If the buyer is an entrepreneur, the proposal for concluding a purchase contract is the sending of an order for goods to the buyer, while the purchase contract itself is concluded at the moment of delivery of the seller’s binding consent to the buyer entrepreneur with this proposal. Contractual relations resulting from the accepted order are governed by these GTC. The contract is concluded in the Slovak language. The contracting party is obliged to immediately notify the other contracting party of all changes that occur to it and that affect the proper conclusion of the contract, otherwise it is responsible for all resulting damages or costs that the other contracting party had to incur in this regard.
- The subject of the Agreement is the Seller’s obligation to deliver the Goods and/or Service to the Buyer and to transfer ownership of the Goods to the Buyer and/or enable the use of the Service, and the Buyer’s obligation to take over the Goods and pay the Purchase Price for the Goods, as well as to pay the fees associated with the use of the Services.
- The Seller is obliged to deliver the Goods in the quantity, quality, design, on time and at the price according to the Contract and/or Order.
- In addition to the properties expressly agreed in the Contract, the Goods must meet the requirements of the Legal Regulations and technical standards that apply to the Goods.
- The Seller declares that at the time of delivery of the Goods, he is the owner of the Goods, is entitled to dispose of them, and the Goods are not encumbered by the rights of third parties.
- The seller reserves the right of ownership to the item. The Buyer becomes the owner of the Goods only after full payment of the purchase price.
- The Buyer acknowledges and accepts that for the proper use of the Seller’s Goods, it is necessary to purchase Services for the Goods, which are charged separately according to the Seller’s current price list, which is always current and valid and is listed in the Seller’s online store.
- The buyer is entitled to use the Services only after payment of fees.
IV. Procedure for concluding a purchase contract at a distance
- The proposal for the conclusion of the contract by the Seller is the placement of the offered Goods and Services in the Seller’s online store. Based on the Seller’s offer published in his online store, the Buyer chooses the Product and its quantity, or the Service. Subsequently, the Buyer is obliged to check his order and confirm his choice according to the instructions given in the online store. The Buyer is obliged to provide his personal data within the order to the extent necessary for the conclusion of the Contract, namely first and last name, billing address, or address for delivery of the Goods, his email address and telephone contact. The Buyer acknowledges that his personal data will be processed by the Seller in accordance with the personal data protection principles listed at www.vimron.com/privacy-policy
- The purchase contract is concluded at the moment when the Buyer sends his order through the Seller’s online store and pays the purchase price. The Seller will immediately confirm the acceptance of the order to the Buyer by sending an informative email in accordance with Article III. paragraph I of these General Terms and Conditions.
- By sending the order, the Buyer confirms that he has familiarized himself with the Product and agrees with its price. At the moment of sending his order, the buyer confirms that he unreservedly agrees to these GTC and is bound by them.
- If the subject of the Agreement is also the provision of Services, the Seller, after paying the fees for the Services, will immediately send the Buyer the information necessary to use the Service to the Buyer’s email address.
- The Seller is obliged to fulfill the order and deliver the goods to the Buyer within 30 days at the latest. The goods are usually dispatched within 2 working days. The delivery of the goods takes place on working days from 9:00 a.m. to 6:00 p.m. The Seller will inform the Buyer by e-mail about the exact day of dispatch and delivery of the goods.
V. Purchase Price – Consumer
- The purchase price is the price listed in the online store.
- All prices are contractual. The purchase prices listed in the online store are always current and valid prices. The purchase prices are listed with VAT, including taxes and fees that the Buyer must pay for the goods, except for the fees for using a means of payment through the payment service provider, which are listed separately in the online store when choosing the payment method, and the delivery of the Goods, which are listed in the online store only when choosing transport as part of the Order, the amount of fees depends on the current price list of the selected carrier.
- The seller accepts the following payment methods:
• payment by payment card online,
• cash on delivery payment.
The buyer acknowledges that when paying cash on delivery, he may incur additional fees according to the current price list of the selected carrier, while the final purchase price will be increased by the given fee.
Part II.
I. Special provisions for the buyer – entrepreneur
- Legal relations between the seller and the buyer, who is an entrepreneur, not expressly regulated by these GTC or the contract between the seller and the buyer, are governed by the relevant provisions of Act. No. 513/1991 Coll., Commercial Code as amended, as well as related regulations. In case of any differences between the GTC and the individual contract, the text of the contract takes precedence.
- The proposal for the conclusion of the contract by the Seller is the placement of the offered Goods in the Seller’s online store or by sending a written offer (including electronic form) of the Seller to the Buyer at his request. The contract is created by sending the order by the Buyer and its acceptance by the Seller. The concluded contract cannot be changed unilaterally. The contract can be canceled based on the agreement of both contracting parties.
- The Buyer chooses the Goods based on the Seller’s offer (via the Seller’s online store, presentation, flyer, catalog, in person or by phone), or the Buyer’s special request for a specific type of Goods (modification of the Goods according to the Buyer’s specifications) and the number of pieces. The selection of the Goods and the number of pieces will then be announced in writing, by telephone, by email or in another suitable way to the Seller, who will then deliver an offer with the designation of the Goods, the number of pieces of the Goods, the price per piece of the Goods without VAT, or the price for modifying the Goods, the price for the required quantity pieces of Goods, the period of validity of the offer, the method of transport and payment for the goods. These General Terms and Conditions and the Complaints Procedure are also an integral part of the offer. Unless otherwise agreed in writing between the Seller and the Buyer, the Seller’s offer is non-binding. The offer does not give rise to the right to reserve the goods.
- By sending the order, the Buyer confirms that he has familiarized himself with the Product and agrees with its price. At the moment of sending his order, the buyer confirms that he unreservedly agrees to these terms and conditions and is bound by them.
- In the order, the buyer is obliged to provide basic identification data in the sense of entry in the commercial register or trade register, or entry in another register prescribed by law, which are necessary for the proper conclusion of the Contract and/or Order. The buyer must also provide the contact details of the person authorized by him, who is authorized to act on behalf of the buyer, or the person who is authorized to take over the purchased and/or ordered goods.
- The moment the Seller confirms receipt and processing of the Buyer’s order, the order becomes binding.The exact delivery date of the goods is subsequently confirmed by the Seller to the Buyer, which the Buyer takes note of and accepts
- If the subject of the Agreement is also the provision of Services, the Seller, after payment of the fees for the Services, will immediately send the information necessary for using the Service to the Buyer’s email address.
- By confirming the order, the Seller undertakes to hand over the ordered goods to the Buyer, and the Buyer undertakes to pay the agreed purchase price for the goods to the Seller and subsequently take them over. In the case of cancellation of an order that has already been confirmed and accepted by the Seller, the Seller is entitled to charge the Buyer a cancellation fee in the amount of the fees associated with the delivery of the Goods and in the case of custom or Goods manufactured and/or modified according to the buyer’s requirements in the amount of 100% of the value of the ordered Goods.
II. Purchase Price – Entrepreneur
- The purchase price is the price listed in the online store, or the price individually agreed in the Contract and/or Order.
- The purchase price is quoted without VAT and does not include the costs of transporting the Goods to the Buyer, taxes, duties and other fees related to its delivery.
- The seller reserves the right to change the price in the event that the framework contract for the supply of goods is agreed for a period longer than one year, or for an indefinite period, in the event of a change in the prices of input components, their availability on the market, availability in stock, etc., and/ or changes in the exchange rate of the world currency against the Euro in which the components are purchased.
- The seller accepts the following payment methods:
• payment by payment card online,
• advance payment by transfer to the Seller’s bank account,
• payment on an invoice due.
- The purchase price is payable within the due date of the properly issued and delivered invoice to the Buyer. The Buyer acknowledges and agrees that the invoice together with the GTC and the complaint procedure will be delivered to the Buyer at the email address that he is obliged to indicate in the Contract and/or Order. The Seller reserves the right to determine the payment of the invoice before the actual delivery of the Goods, while the Buyer has the right to withdraw from the Contract and/or Order. The Seller issues an invoice in paper form upon mutual agreement with the Buyer.
- The Buyer is responsible for the correctness of the data specified in the Contract and/or Order. For the avoidance of doubt, the following business day after the day on which it was sent to the e-mail address provided by the Buyer is considered the date of delivery of the invoice to the Buyer. The seller is not responsible for faulty data transmission via the Internet.
- Ownership of the goods is transferred to the Buyer upon delivery of the goods subject to the suspensive condition of payment of the purchase price in full. However, the risk of damage passes to the Buyer upon receipt of the Goods.
- Payment of the Goods made by non-cash bank transfer will be in the currency agreed for the Purchase Price to the Seller’s bank account indicated on the invoice. The date of fulfillment of the Buyer’s monetary obligation is considered the day of crediting the amount due from the Buyer’s account to the Seller’s account. The contracting parties have agreed that if the last day of the due date falls on a day off, rest or holiday according to the Slovak calendar, the last day of the deadline for fulfilling the monetary obligation is the next working day and the other contracting party will accept this day as the day of timely fulfillment of the monetary obligation.
- The Buyer acknowledges and agrees that the Seller is entitled to claim interest on delay; administrative costs associated with sending reminders and/or calls for payment of receivables borne by the Buyer.
Part III.
I. Place of performance and time of performance
- The Seller is obliged to deliver the Goods to the Buyer at the place of performance agreed in the Contract or specified in the Order. The Buyer acknowledges that if he does not provide an address for the delivery of the Goods, or if there is no agreement on the place of delivery of the Goods with the Seller, the Seller has the right to withdraw from the Contract and/or Order.
- The seller is obliged to deliver the goods within the agreed delivery date (see Part I., Article IV., Paragraph V. GTC)
- In the event that there is a risk of a delay in the delivery of the Goods, the Seller will inform the Buyer of this fact in writing without undue delay after learning of this fact. This notification will contain the reasons for the delay and the estimated date of delivery of the Goods.
- The Seller reserves the right to extend the standard delivery times of the Goods by the time necessary to ensure the delivery of the Goods and/or its part, especially in cases of the need to ensure the production of a larger number of Goods according to the specific requirements of the Buyer or for reasons of force majeure, strikes, transport difficulties, etc. the longest for the duration of these obstacles, which the seller cannot prevent or influence.
- By fulfilling the notification obligation of the Seller according to Part III., Article I., Paragraph III. these General Terms and Conditions do not affect the other claims of the Buyer resulting from the breach of the Seller’s obligation to deliver the Goods on time.
- The Seller delivers the ordered goods to the Buyer through third parties (e.g. transport companies, courier, post) or personally. If the Buyer did not make the payment prior to the delivery of the Goods, an invoice – an accounting document and a delivery note – will be delivered together with the Goods. If the Buyer has paid for the Goods before their delivery, the Seller, after confirming the payment, will immediately send the confirmation of payment to the email address together with the invoice and information about the delivery of the Goods.
- The delivery of the Goods is carried out by handing them over to the Buyer or by handing over the Goods for transport to the first carrier. The Seller is not responsible for delays in the delivery of the Goods caused by the carrier. Ownership of the goods is transferred to the Buyer upon delivery of the goods subject to the suspensive condition of payment of the Purchase Price in full. The risk of damage to the goods passes to the buyer at the moment of taking over the goods and, in the case of handing over the goods for transport, when they are handed over to the first carrier.
II. Acceptance of the Goods
- When taking over the Goods, the Buyer is obliged to check the intactness of the packaging and the completeness of the delivery. In case of any obvious defects found in connection with the transport or the Goods, the Buyer is obliged to notify the carrier and/or the Seller immediately, within 24 hours at the latest. The buyer is obliged to indicate on the transport document all obvious damage to the shipment and damage to the packaging. If the seller discovers damage to the packaging or shipment after unauthorized opening of the shipment, the Buyer is obliged not to accept the shipment from the carrier/delivery person. By accepting the shipment from the carrier, the Buyer confirms that the shipment was received intact. If the buyer does not object to the non-delivery of the goods and the non-delivery of the documents supplied with the goods within 24 hours of the delivery of the goods, it is assumed that the goods have been properly delivered to the buyer, based on the confirmed delivery and waybills. Damage to the Goods shall be notified by the Buyer to the Seller by e-mail or in writing. It is not possible to take into account the additional reporting of mechanical damage to the goods already detectable upon receipt of the goods and these will not be recognized.
- Delivery and acceptance of the Goods shall be confirmed by the Buyer on the delivery note or on the relevant transport documents. In the case of personal delivery and acceptance of the Goods by the Contracting Parties, they shall confirm the delivery and acceptance of the Goods on the Acceptance Protocol, which will contain a brief description of the Goods, the legible names and signatures of the signatories and the date of acceptance of the Goods.
- In the event that the Goods have obvious defects upon receipt, or the documents to be delivered with the Goods are not complete, or the Goods are delivered in smaller quantities, or incomplete, the Buyer is entitled to refuse to accept the Goods. The refusal to take over the Goods with a description of the defects that were the reason for the refusal to take over the Goods is rather a written record.
- Provision of part III. of Article II. paragraph III. does not apply if the Seller and the Buyer have agreed on the delivery of the Goods in parts, or if the Buyer additionally accepts the delivery of a smaller quantity of the Goods.
- The Seller is obliged, no later than upon acceptance of the Goods by the Buyer, to hand over to the Buyer the documents that apply to the Goods and which are necessary for their acceptance and use (in particular, operating and maintenance instructions in the Slovak language).
- The Seller is obliged to pack the Goods in packaging that is sufficient to protect the Goods from damage, deterioration or destruction and meets the requirements that apply to the Goods.
- For the avoidance of doubt, it is stated that if the Seller and the Buyer in the Contract and/or Order agree on the delivery and collection of the Goods in parts, the provisions of the Contract shall also apply proportionately to parts of the Goods capable of separate delivery and collection.
III. Warranty conditions
- The warranty conditions for the Goods are governed by the seller’s Complaints Procedure and the valid legal regulations of the Slovak Republic. The purchase receipt serves as a warranty card.
IV. Withdrawal from the contract
- The consumer has the right to withdraw from the concluded contract without giving a reason within 14 calendar days from the date of receipt of the goods or from the conclusion of the contract for the provision of services, while it is necessary that a letter of withdrawal from the contract be sent to the seller within the specified period. The Consumer has this right even if the goods ordered via the online store were picked up personally and/or delivered directly by the Seller.
- With the withdrawal of the Buyer from the contract, the contract is canceled from the beginning and the contracting parties are obliged to return the services provided, i.e. the seller returns the paid purchase price to the buyer and the buyer returns to the seller undamaged and unused goods in original and undamaged packaging. In case of return of damaged or worn goods, which were damaged during their usual use, the seller is entitled to claim compensation from the buyer, the value of its wear, damage, or other legal claims that he is entitled to offset against the purchase price (with the exception of goods returned due to proven warranty defects). By withdrawing from the Contract, the Buyer is also entitled to withdraw from the contract for Services; this does not apply if the Buyer also owns other Goods from the Seller for the proper use of which the Service is required (see Part I., Article III., Paragraph VIII. GTC).
- Withdrawal from the contract shall be sent by the Buyer to the Seller in writing marked „Withdrawal from the contract“ to the address of the seller’s registered office together with the returned goods in the form of a package. The costs associated with the return of the Goods are borne in full by the Buyer; this does not apply if the Goods are returned due to proven warranty defects.
- The money for the returned goods will be returned to the Consumer no later than 14 days after the delivery of the notice of withdrawal from the purchase contract.
- The buyer is not entitled to withdraw from the purchase contract if he did not notify the seller of the defects in time, or if he cannot return the goods in the condition and in which he received them.
- Except in cases where withdrawal from the contract is expressly negotiated, the Consumer cannot withdraw from the Contract:a) for the provision of a service, if its provision began with the express consent of the consumer and the consumer declared that he was properly informed that by expressing this consent he loses the right to withdraw from the contract after the service has been fully provided, and if the service has been fully provided,
b) sale of goods made according to the special requirements of the consumer, goods made to measure or goods intended specifically for one consumer,
c) performing urgent repairs or maintenance that the consumer has expressly requested from the seller; this does not apply to service contracts and contracts the subject of which is the sale of goods other than spare parts necessary for repair or maintenance, if they were concluded during the seller’s visit to the consumer and the consumer did not order these services or goods in advance,
d) for the provision of electronic content other than on a physical medium, if its provision began with the express consent of the consumer and the consumer declared that he was properly informed that by expressing this consent he loses the right to withdraw from the contract.
- The Seller has the right to withdraw from the contract if the ordered goods cannot be delivered within the time limit or at the price determined by these GTC and does not agree with the Buyer on an alternative delivery date or alternative performance, or if the Buyer does not fulfill the obligations associated with the execution of the order or purchase.
- Withdrawal from the Agreement is effective from the date of its delivery to the other Contracting Party. By withdrawing from the Contract and/or Order, all rights and obligations of the contracting parties arising from the Contract and/or Order shall cease, except for obligations related to the protection of Confidential Information and/or personal data, claims for damages, claims from liability for defects, claims for contractual or legal sanctions, or other rights and obligations, if this results from their nature in the sense of the Legal Regulations.
- When issuing a credit note, an identity card may be required from the Buyer (both consumer and entrepreneur) in order to protect the Buyer’s property rights. By submitting the OP, the buyer agrees to the processing of his personal data.
V. Protection of personal data
- Information on the processing of personal data can be found on the website www.vimron.com/privacy-policy. The buyer acknowledges that he is obliged to provide personal data to the seller in the correct and true form and is also obliged to inform the seller of any change in his personal data. The buyer confirms that the personal data he provided is correct.
VI. Final Provisions
- These General Terms and Conditions come into force on the day of their issue. By sending the order, the buyer confirms that he has read them, understands their content and accepts them without reservation.
- The relevant provisions of the Civil Code, the Commercial Code (if the buyer does not act as a consumer), Act No. 22/2004 Coll. on electronic commerce, Act no. 128/2002 Coll. on state control of the internal market in matters of consumer protection, Act no. 250/2007 Coll. on consumer protection and Act no. 102/2014 Coll. on consumer protection in distance selling.
- In the event that any of the provisions of the Agreement is/become invalid, ineffective or unenforceable, the validity of the other provisions remains unaffected.
- The contracting parties undertake to resolve disputes arising from the Contract, including disputes about its validity, interpretation or cancellation, preferably by negotiation and mutual agreement of the contracting parties. If the contracting parties do not reach an agreement on the dispute, any of the contracting parties is entitled to file a lawsuit in the court, competent according to procedural Legal regulations, or for the avoidance of doubt, it is stated that the contracting parties hereby agree on the jurisdiction of the courts of the Slovak Republic. At the same time, the contracting parties exclude the application of any conflict of laws rules regulated in bilateral and/or multilateral international treaties and/or agreements that are part of the legal order of the Slovak Republic.
- Possible disputes between the Seller and the Buyer can also be resolved out of court. In such a case, the buyer-consumer can contact the subject of out-of-court dispute resolution, which is, for example, the Slovak Trade Inspection or resolve the dispute through the designated ODR platform.
- The UN Convention on Contracts for the International Sale of Goods (CISG) in accordance with Art. 6 of this convention shall not apply.
- The seller and the buyer have agreed that they fully recognize the electronic form of communication, especially via electronic mail and the Internet, as valid and binding for both Contracting Parties, with the exception of withdrawal from the contract.
- These General Terms and Conditions enter into force on 1 October 2024 and cancel the previous General Terms and Conditions of the Seller. The Seller reserves the right to possibly change or supplement these GTC without notifying the Buyer. The current and valid text of the GTC can be found on the website www.vimron.com/legal