1. Introduction
These General Terms and Conditions for the Sale of Goods (“Conditions”) govern sales by KV material s.r.o. (the “Seller”) to Buyers. Any differing Buyer terms are excluded unless expressly accepted by Seller in writing.
2. Definitions & Interpretation
Key definitions include Seller, Buyer, Goods, Services, Order, Contract, Delivery Location, Delivery Date, Intellectual Property Rights and Affiliate. Headings are for convenience only.
3. Application
These Conditions apply to all sales and provision of Services by Seller unless another written agreement applies. Acceptance of Goods or use of Services does not imply acceptance of differing Buyer terms.
4. Orders, Acceptance & Changes
A contract is formed when Seller accepts Buyer’s Order in writing. Seller may change specifications to comply with law or to improve performance; significant changes will be notified to the Buyer.
5. Prices & Taxes
Prices are as stated and are exclusive of VAT and applicable taxes unless stated otherwise. Seller may adjust prices where increases in costs occur if the Contract permits.
6. Delivery, Risk & Title
Delivery is effected according to agreed delivery terms (Incoterms 2020 if referenced). Risk transfers as specified in the Order. Title remains with Seller until full payment unless agreed otherwise.
7. Inspection & Acceptance
Buyer shall inspect Goods promptly and report obvious defects within a reasonable period (normally 14 days). Latent defects must be reported upon discovery.
8. Warranties
Seller warrants that Goods conform to agreed specifications and are free from material defects for the warranty period (normally 24 months), excluding misuse, wear and tear, or unauthorized modification.
9. Software & Intellectual Property
Where software is provided, Seller grants a non-exclusive license for Buyer to use such software as necessary for operation of the Goods. Buyer shall not reverse-engineer or otherwise misuse software except as permitted by law.
10. Liability & Indemnity
Seller's liability is limited to direct damages up to the contract value except for willful misconduct, gross negligence, personal injury or other liabilities which cannot be limited by law. Seller is not liable for indirect or consequential damages.
11. Product Recalls & Safety
Seller shall notify Buyer of safety issues and cooperate in recalls. Costs for recalls caused by Buyer misuse shall be borne by the Buyer.
12. Payment & Set-Off
Payment terms are set out in the Order. Seller may set off amounts owed by Buyer against amounts owed by Seller where legally permitted.
13. Force Majeure
Neither party is liable for delays or failures caused by events beyond its control. Prolonged events may permit termination.
14. Termination
Each party may terminate for material breach if not remedied within a reasonable cure period. Termination for convenience is permitted only where agreed in the Contract.
15. Governing Law & Dispute Resolution
The Contract is governed by the law specified in the Order or, if none, by the law of Seller’s registered office. Disputes are subject to the exclusive jurisdiction of the courts at Seller’s registered seat unless arbitration is agreed.
KV material s.r.o.
General Terms and Conditions for the Sale of Goods