GENERAL TERMS AND CONDITIONS (B2B)

(Applicable to business-to-business transactions only)

1. Order and Contract Formation

Seller:
KM Equipment s.r.o. r.s.p.
Hradná 577/35
946 51 Nesvady
Slovakia
Company ID: 47585081
VAT ID: SK2023989957

These General Terms and Conditions govern all contractual relationships between the Seller and business customers (B2B).

By placing an order, the Buyer confirms that:

they have read and understood these Terms and Conditions
they fully agree with them

A purchase contract is concluded upon written confirmation of the order by the Seller.

The Buyer is responsible for providing accurate and complete information.

Unless otherwise agreed in writing:

all costs related to transport, packaging, customs duties, and handling are borne by the Buyer

2. Delivery Terms (Incoterms® 2020)

All deliveries are governed by Incoterms® 2020, unless otherwise agreed in writing.

Standard Delivery Terms

EXW – Ex Works (Nesvady, Slovakia)

The Seller makes the goods available at its premises
The Buyer is responsible for:
- loading
- transport
- export/import clearance
- all customs duties and charges
Risk transfers to the Buyer upon collection

FCA – Free Carrier

The Seller:
- loads the goods
- delivers them to the Buyer’s nominated carrier
The Buyer is responsible for:
- main transport
- customs clearance

DAP – Delivered At Place

The Seller arranges transport to the agreed destination
The Buyer is responsible for:
- unloading
- import duties and taxes

Default Rule:

If no delivery term is specified:
➡️ EXW Nesvady, Slovakia (Incoterms® 2020) applies

All costs related to transport, handling, customs clearance, and delivery are borne by the Buyer, unless otherwise explicitly agreed in writing and stated in the applicable Incoterm.

3. Delivery Time

Delivery times are indicative and depend on:

product availability
logistical conditions

The Seller shall not be liable for delays caused by:

suppliers
force majeure

4. Prices

Prices are agreed individually.

Unless otherwise agreed in writing, prices do not include:

transport
packaging
insurance
customs duties, taxes, and any other related charges

The Buyer acknowledges and agrees that all costs associated with the transport and delivery of goods to the final destination are fully borne by the Buyer, unless expressly agreed otherwise in writing.

5. Payment Terms

Payment methods:

bank transfer
cash on delivery (if agreed)

Invoices are payable according to agreed terms.

By placing an order, the Buyer expressly confirms and agrees to pay the full invoiced amount, including all applicable charges, fees, and transport-related costs, unless otherwise agreed in writing in advance.

In case of late payment, the Seller is entitled to:

interest on late payment of 0.05% per day
reimbursement of collection costs

6. Order Cancellation

The Buyer may cancel the order only before dispatch.

The Seller reserves the right to cancel an order in case of:

product unavailability
force majeure

7. Return of Goods

The Buyer has no automatic right of withdrawal.

Returns are only possible:

upon prior agreement with the Seller
if goods are unused and undamaged

Return transport costs are borne by the Buyer.

8. Warranty

Warranty period: 12 months from delivery.

The warranty covers manufacturing defects only.

The warranty does not cover:

normal wear and tear
improper use
unauthorized modifications
operation in unsuitable conditions

The Seller shall not be liable for:

indirect damages
loss of profit

9. Claims and Complaints

The Buyer must:

inspect goods upon delivery
notify defects without undue delay

A claim must include:

defective goods
invoice
description of the defect

Claim resolution period:

up to 30 days

If the claim is justified:

return shipping costs are covered by the Seller

10. Governing Law and Jurisdiction

All legal relations shall be governed by:

the laws of the Slovak Republic

Any disputes shall be settled by:

competent courts of the Slovak Republic

11. Data Protection

Personal data is processed in accordance with GDPR and used solely for:

order processing
invoicing

12. Individual Conditions

The Seller reserves the right to individually adjust:

prices
delivery terms
payment terms

Service rate:

EUR 55 / hour

13. Retention of Title (Extended – Export Grade)

The delivered goods shall remain the sole property of the Seller until full payment of all amounts due under the contract has been received, including any ancillary costs, fees, and penalties.

Ownership of the goods shall not pass to the Buyer until full and unconditional payment has been made.

Until full payment has been received, the Buyer shall not be entitled to sell, transfer, pledge, or otherwise dispose of the goods without the prior written consent of the Seller.

13.1. Right of Access and Repossession

In the event of default in payment, the Seller shall be entitled to:

demand immediate return of the goods
enter the Buyer’s premises, warehouses, or storage facilities for the purpose of identifying and reclaiming the goods, to the extent permitted by applicable law
take possession of the goods without prior court order, where legally permissible

13.2. Separation and Insolvency Protection

In case of insolvency, bankruptcy proceedings, or any similar financial distress of the Buyer, the Buyer is obliged to:

store the goods separately and clearly marked as property of the Seller
ensure that the goods remain identifiable as Seller’s property
refrain from mixing the goods with other assets

If the goods are processed, combined, or transformed, the Seller shall acquire co-ownership in the resulting product proportionate to the value of the delivered goods.

13.3. Export Enforcement Clause

This retention of title shall apply regardless of the country in which the goods are located.

The Buyer undertakes to:

cooperate fully in any measures required to enforce the Seller’s ownership rights internationally
provide all necessary documentation for the recovery or identification of goods

inform any third parties (including insolvency administrators) of the Seller’s ownership rights