Terms and conditions
Sales and delivery conditions of the company MERCEL, cutting knives s.r.o.
Conclusion of a contract
All offers are non-binding. All contracts will become legally effective only if we confirm them in writing. For all orders that are sent to us and for all future orders, our terms and conditions are decisive, unless otherwise agreed in writing. The awarded orders, regarding the form conditions of the Contracting Authority / Client, are always considered to be realized in accordance with our terms and conditions, even if we do not explicitly reject the terms of the Contracting Authority / Client In principle, our terms and conditions are deemed to be accepted by acceptance of the delivered goods.
Prices confirmed by us are fixed (binding) prices. However, in the event of major economic changes, such as wage increases and / or material prices, or in case of force majeure, we must reserve the right to adjust our prices to the new circumstances. If we have not made a special offer, we are entitled to charge the most advantageous daily rates, even for wages. Our prices are in the delivery parity "delivery from the place of production", except for packaging; any paid delivery must be arranged separately.
Sending, transfer of risks
Unless otherwise agreed, packaging, shipping and selected means of transport are left to our choice. Packaging is charged at the cost of its own overheads; however, it is not reclaimed. Goods are always sent at the risk of the Client - the risk passes to them as soon as we hand over the goods for postal transport, rail transport or to a forwarding company, or as soon as the goods are loaded when picking up the goods, even if the delivery of the goods has been agreed upon. We are entitled to make partial deliveries to the extent that can be justified by the Client. The supplies of higher or lower than the agreed volume of goods usual in the branch are also permitted.
The listed delivery times are not binding: claims for damages due to late delivery are excluded
Terms of payment
Unless otherwise stated, our invoices are principally due 30 days after the date of issue, without the need for a separate reminder. Payments must be made in EUR without any deduction to the supplier's payment point in cash, but no later than 30 days after the invoice date - even for partial deliveries.
An early payment discount of 2% is only granted if the payment is made immediately after delivery of the goods, but no later than 8 days from the date of the invoice, and in cash, by check or by wire transfer. A discount for early payment will not be recognized for late payments. Discounts for early payment are not provided for repairs and wage labor. Bills and checks are only accepted for making payments, while the costs of discounting and reimbursement are paid by the buyer. A credit note occurs on the day that the amount is credited to our account in which we have the amount paid. In the event of a payment delay that occurs even without a separate reminder, the payer will also be required to pay the bank's usual default interest, subject to the refund of any other damages incurred.
A delivery to an unknown company will only take place after a prepayment or as cash on delivery. We will only deliver special tools to such companies against the provision of the relevant deposit, whereas the advance payment will be settled on the last delivery. The deterioration of the buyer's solvency or non-compliance with the agreed payment terms entitles us to change them. The purchase price is payable immediately when the buyer stops payment or bankruptcy. The withholding of the payment by the Buyer and its offsetting against any Buyer's claims are excluded.
Retention of title
All goods delivered to us remain in our possession until we have fully satisfied all of our claims (goods subject to retention of title), even if payments have been made to meet our very specific claims. If it is not in default with its payment, the Buyer of goods with the retention of title may only sell, process or, as the case may be, incorporate them into machines only in the normal course of business. Regarding the Buyer's receivables from his sale of our retention-including goods, including all ancillary rights, the Buyer then proceeds in full towards us, regardless of whether the sale occurred to one or more buyers. When incorporating our tools into higher units (machines), we automatically acquire co-ownership rights to these machines. The delivery of our goods to the pledge or the transfer of ownership of the goods to another entity to be liable for the fulfillment of the claim of this entity is not permissible without our consent prior to the full payment of the goods.
Complaints for defects and warranty
Claims for defects must be reported to us immediately upon receipt of the goods, in writing, by fax or by e-mail. We will not take into account any claims we receive after 8 days from receipt of the goods and later. The claimed goods must be sent to us for consideration post free. For justified claims, we reserve the right, after prior return of the goods, to deliver a free replacement for the claimed goods, but we refuse any further claims.
The competent court, place of performance, etc.
The place of performance of supplies and payments as well as the place of territorial jurisdiction of the court is Hradec Králové. The contract remains binding even if some of the terms of its conditions are or will be ineffective, which does not invalidate all the provisions of the contract and does not relieve the buyer of obligations to fulfill other obligations.
Please note the changes below, valid in addition to our standard terms and conditions:
1. The goods remain the property of the seller until full settlement of the seller's receivables, including his secondary claims, damage claims and the payment of checks and bills.
2. The retention of title shall also remain valid even if individual receivables of the seller are included in the overdraft, whose balance will be calculated and recognized.
3. If the buyer processes goods with a retention of title in a new movable item, the processing takes place for the seller, without any obligation for him. The new movable thing becomes the property of the seller. The seller acquires, in the processing, mingling or mixing of goods with goods that he does not own, co-ownership of the new item in proportion to the value of his retention goods to the total value of the new thing.
4. The Buyer shall be entitled to resell, further process or incorporate goods with the retention of title, subject to the provisions set out below, and only on condition that the claims under paragraph 6 also actually pass on to the Seller.
5. The Buyer's authorization to sell, process or incorporate the retention of title goods in the ordinary course of trade ends with the withdrawal of such authorization by the seller as a result of a permanent deterioration of the buyer's financial circumstances, however, at the latest by stopping the buyer's payments or a submitting of request to initiating or initiating commencement of bankruptcy proceedings or conciliation proceedings on its property.
6. a) The Buyer hereby assigns the receivables from the sale of goods with the retention of title with all the ancillary rights of the seller. b) If the goods have been processed, mingled or mixed and if the seller has acquired co-ownership of the new goods in the value of the invoiced amount, it shall be entitled to a claim from the purchase price in proportion to the value of its rights to the new product. c) If the Seller incorporates retention of ownership goods into a machine, the buyer already proceeds from the resulting entitlement to reimbursement of the value of the retention of ownership goods with all ancillary rights, including the right to provide a hedging mortgage with a preferential order over the rest. The seller accepts this transfer.
7. As long as the seller fulfills his payment obligations, he is entitled to collect the assigned claims himself. This direct debit mandate expires in the event of its withdrawal, but at the latest when the buyer's payment is delayed or at the latest at the deterioration of its financial circumstances. In such a case, the buyer empowers the seller to inform the buyer of the transfer carried out and to collect the payment of these claims separately by the seller. The Buyer is obliged to provide, at the Seller's request, an accurate overview of the receivables belonging to the Seller, stating the names and addresses of the Buyers, the amount of each receivable, the date of issue of the invoices, etc., and to provide him with all the information necessary for the assignment of the ceded receivables as well as to enable the provided information to be reviewed.
8. If the total value of the warranties provided by the seller exceeds the amount of its claims by more than 10%, the seller shall, at the request of the buyer or upon request by that excessive security of the seller of the affected third party of his choice, release the warranties exceeding the value of the claims.
9. The grinding of tools supplied by Mercel, cutting knives s.r.o. can only be done by a specialist company. Grinding tools with a company other than the supplier is possible, but the warranty is automatically void. The company assumes no responsibility for damage to the tool or for hidden defects caused by improper grinding.
10. The company is not responsible for any accidents caused by our tools or machines in which they are mounted. This is subject to work safety training at the company.
11. The company is not liable for any damages to the assembly of the tools or any damage to the machines during operation.
12. If a tool has been ground by another company, the warranty does not apply to our grinding either.
13. Drawing documentation made by the company remains its intellectual property and may not be used without the consent of the company.