Billiard online store

Generals for business relations with the company:

MILLERS Trade s.r.o.

1235/54, Vrbová u.,

925 23 Jelka, SK

Trade Register: Entered in the company register by the Trnava district court / Zapisana do Obchodného registra Okresného súdu Trnava,  číslo: 47371/T
VAT ID No: SK 2121310345

Phone.: +421915888387
Email: info@4billiardstore.com

§ 1 Applicability

1. These General Terms and Conditions (“GT&C”) shall apply to all of our business relations with purchasers (“customer”), if the customer is an entrepreneur, a legal entity under public law or special fund under public law.
2. Our GT&C shall apply exclusively. Conditions which are either differing from or inconsistent with or supplementary to these GT&C shall only then and insofar become a part of the contract if we have expressly approved of their applicability in writing.
3. Unless otherwise agreed upon, these GT&C also apply to all future business with the customer without us having to refer to these again in each individual case.

§ 2 Conclusion of Contract

1. Our offers are without obligation and not binding. This also applies if we provide the customer with catalogues, other product descriptions, advertising materials and documents – including information in electronic form.
2. An order placed by the customer constitutes a binding offer of contract. Unless otherwise stated in the order, we shall be entitled to accept the offer of contract within two weeks of receipt.
3. We can declare our acceptance by sending the customer a written or electronic order confirmation or through delivery of the articles of sale to the customer.

§ 3 Prices and Payment

1. Prices shall apply for all deliveries and services included in the order confirmation. Prices are in EUROS and ex works plus packaging costs and the legal value added tax (currently 20%) if such tax is applies. In the event of an agreed sale by dispatch (§ 5.2), additional costs for transportation ex warehouse apply. In case of exports, additional taxes, levies, duties, and other kinds of public fees may apply.
2. Invoice amounts are payable within seven (7) days of the order confirmation date without deduction unless agreed otherwise upon in writing. The receipt of payment by us is authoritative for the date of payment. We shall at any time be entitled to deliver only against payment in advance also in case of an on-going business relationship. A corresponding reservation will be communicated at the latest with the order confirmation. Payment by cheque shall be excluded, unless separately agreed in individual cases.
3. If the delivered goods are of a higher value than what has been ordered by the customer, we are entitled to adapt the price accordingly at our discretion. We will notify the customer in writing about the adaption of the price before delivery. Provided that the customer does not object in writing within 7 days, the higher price is considered approved. Should the higher price be rejected within the time limit, the contract will be withdrawn. Compensation claims due to non-performance shall be excluded, subject to § 8 of these conditions.
4. We are entitled to refuse performance and – after setting a deadline where it is required – to revoke the contract (§ 321 BGB) in accordance with statutory law if at a time following the conclusion of a contract it becomes apparent (e.g. by an application for opening of insolvency proceedings)that our claims to the purchase price are endangered as a result of the financial status of the customer. Such circumstances entitle us to revoke contracts for the manufacture of specific items (made to specification) immediately; the statutory regulations regarding the dispensability of deadlines remain unaffected.
5. The offsetting of customer counter-claims or the withholding of payments against such claims is permitted only insofar as the counter-claims are legally and validly ascertained or acknowledged by us.

§ 4 Delivery and Delivery Time

1. Delivery shall be made ex works. Delivery dates and delivery periods indicated by us are only approximate unless we have expressly committed to a specific time limit or a deadline has been expressly agreed upon. If shipping has been agreed, delivery dates and deadlines refer to the time of transfer to the forwarder, carrier, or other third party assigned to transport the goods.
2. We may, regardless of our rights resulting from the delay by the customer, demand that the customer agrees to an extension of periods for the delivery and the performance of services or the postponement of delivery and completion deadlines by the period of time for which the customer fails to meet his contractual obligations toward us.
3. We shall not be liable should delivery be impossible or for delays in delivery due to force majeure or other events that were unforeseeable (e.g. all forms of disruption in business operations, difficulties with material supply, transport delays, strikes, official measures or non-delivery or incorrect or late delivery by suppliers) at the time the contract was concluded and for which we are not responsible. In case we are not able to keep binding delivery dates due to such events, we shall inform the customer immediately and at the same time communicate the new estimated delivery time. If the performance remains unavailable within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we shall immediately reimburse the customer for any counter-performance already realised.
4. We shall be entitled to partial deliveries if the partial delivery is usable for the customer in accordance with the intended contractual purpose and the partial delivery does not impose unreasonable additional effort for the customer.
5. All deliveries and services shall be subject to the reservation that the fulfilment is not prevented by any impediments arising out of national or international regulations, particularly export control regulations, embargo or other sanctions. Delays due to export examination and approval procedures override binding delivery dates and delivery periods. If necessary approvals are not granted, the contract, regarding the goods concerned, shall be considered as not concluded. The observance and compliance with the relevant regulations concerning the import of the delivery items (e.g. import licences, provisions for the import, foreign exchange transfer permits, etc.) and any other foreign trade legislations and formalities valid outside the Slovak Republic is the sole responsibility of the customer.

§ 5 Place of fulfilment, Delivery, Packing, Transfer of risk, Acceptance

1. Unless agreed otherwise, the place of fulfilment for all obligations resulting from the contractual relationship is Jelka. If we owe assembly or installation, the place of fulfilment is the place where the assembly or installation has to be made.
2. Upon the customer’s request and costs, the goods shall be sent to another place of destination (sale by delivery). Insofar as not otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipment route, packaging) ourselves with duty-bound discretion.
3. The risk is transferred to the customer at the latest when the goods are handed over to the forwarder, carrier or any other third party designated for the transportation (whereby the commencement of the loading process is decisive). If dispatch or handover is delayed due to circumstances whose cause lies with the customer, the transfer of risks to the customer takes place on the day when the delivery item is ready for dispatch and we have notified this to the customer.
4. If the customer delays acceptance of delivery or if he fails to perform an act of cooperation or if the delivery is delayed for other reasons, for which the customer is responsible, we shall be entitled to demand compensation for any loss thereby incurred, including any additional expenses (e.g. storage costs). For this purpose, we will charge a lump sum compensation amounting to 0.5 % of the net value of the stored goods per calendar week to a maximum total of 10%, beginning at the moment of transferal of risk to the customer.

§ 6 Reservation of Title

1. We reserve the title of ownership of the sold goods until full payment of all of our current and future claims from the purchase contract and the ongoing business relationship (secured claims) is received.
2. The goods subject to reservation of title may neither be pledged to third parties, nor assigned as collateral before the full payment of the secured claims is received. The customer must inform us in writing without undue delay if an application for the opening insolvency proceedings is made or if such application is required in accordance with statutory law. In the event of enforcement measures by a third party regarding our reserved property, the customer has to inform the third party about our retention of ownership and notify us about the enforcement measures without undue delay.
3. In case the customer is in breach of the contract, in particular with non-payment of the purchase price, we are entitled to revoke the contract in accordance with statutory regulations and to request that the goods are handed over to us owing to the reservation of title. If the customer does not pay the due purchase price, we may assert these rights only if we have first set the customer an appropriate time limit for payment without result or if aforementioned time limit may be dispensed in accordance with the provisions of statutory law.
4. The customer is authorised (as referred to in subparagraph c) to sell or process the goods under reservation of title in the ordinary course of business until such authorisation is revoked. In this case, the following provisions shall additionally apply.
   
   1. The reservation of title covers the products which are produced by processing, mixing or combining our goods at their full value, whereby we are deemed the manufacturer. If the ownership rights of third parties remain in existence during the processing, mixing or combining with their goods, we shall acquire co-ownership in proportion to the invoiced value of the processed, mixed or combined goods. Incidentally, the same as to the goods delivered under reservation of title shall apply to the produced product.
   2. The customer hereby in advance assigns to us in total or in the amount of our possible co-ownership share the claims against third parties which are established from the resale of the goods or products. We accept the assignment. The customer’s duties under subsection 2 shall also apply to the claims assigned.
   3. The customer shall remain authorised to collect the claim in addition to us. We agree not to recover the claim ourselves as long as the customer complies with the payment obligations towards us, no deficiency in the customers performance occurs and we don’t assert reservation of title as referred to in subsection 3. Should this be the case, however, we may demand that the customer discloses to us the assigned claims and their debtors, provides all necessary information and surrenders all appropriate documents and that he notifies the debtors (third parties) of the assignment. In such case, we are furthermore entitled to withdraw the customer’s right to sell, mix, process or combine the goods delivered under reservation of title.
   4. If the realisable value of all collateral items exceeds our claims by more than 10%, we shall upon request of the customer release collateral items at our discretion.
5. Should the granting or adherence to the effect of the above mentioned reservation agreement not be allowed according to the law of the customers State of destination, but should however the granting of similar rights be valid, we reserve these rights of granting. Should the granting of a reservations agreement be subject to special conditions and/or regulations, the customer will support us as best as possible by any means necessary to protect our property in the State in question.

§ 7 Customer rights in the event of defect

1. The basis of our liability for defects shall be the agreement made concerning the quality of the goods. All product descriptions described as such (including product descriptions originating from the manufacturer) which we have submitted to the customer before order placement or which have been incorporated in the contract in the same manner as these  GT&C are deemed the agreement concerning the quality of the goods. In the absence of any quality agreement, the existence or non-existence of a defect shall be assessed in accordance with the statutory provisions. We assume no liability for public statements of other manufacturers or third parties (advertising messages).
2. Customer claims arising from defects require that the customer has fulfilled his legal duties to examine the goods and to give notice of defects. The delivered goods have to be accurately inspected immediately after delivery to the customer or determined third parties. The delivered goods shall be deemed to be accepted if we have not received a written notification of defects pertaining to visible defects or other defects visible in the course of a prompt, thorough examination within 5 working days after reception of the delivery. Concerning other defects, the delivered goods are deemed to be accepted by the customer if we don’t receive the notification of defects within 5 working days after the defect has been detected. If in the course of regular business the defect was recognisable to the customer at an earlier date, the earlier date shall be relevant for the start of the notice period.
3. The customer is obligated to notify the forwarder/carrier or other third party instructed with the execution of the transportation in case the delivery is incomplete or if there is obvious external transport damage (e.g. significant external damages to the packaging) immediately as the delivery is handed over in writing and to take reasonable measures to secure evidence of the defectiveness of the delivery. Upon request the customer has to provide us with the evidence in a suitable manner.
4. Upon request and in consultation with us, the defective goods have to be returned to us. If the complaint is justified, we will reimburse the shipping costs we agreed upon; in the lack of such agreement the costs equivalent to the most inexpensive return delivery.
5. The warranty period shall be one year from delivery of the goods or on acceptance, as far as an acceptance is necessary. This time-limit does not apply to any claims for damages due to reasons mentioned in § 8 subsection 5, which expire in accordance with the statutory legal regulations.
6. In case the delivered goods have material defects, we shall be both obligated and entitled to choose within a reasonable period of time whether to carry out a repair or to supply a replacement. In the event of a failure, in particular the impossibility, impracticality, refusal or unreasonable delay  of repairs or replacements, the customer shall be entitled to revoke the contract or reduce the purchase price appropriately.
7. We are entitled to make the owed subsequent performance dependent on the fact that the customer pays the due purchase price. The customer is however entitled to retain a part of the purchase price which is reasonable in the ratio to the defect.
8. The customer shall grant us the necessary time and opportunity for due subsequent performance and shall in particular hand over the goods concerned for inspection. In the event of a substitute delivery the customer must return the faulty object to us in accordance with the statutory regulations.
9. The warranty shall lapse if the customer modifies the articles of sale without our consent or allows them to be modified by others and as a result of this it is impossible to rectify the defect or becomes unreasonably difficult to do so. In each case the customer must bear the additional costs of remedying defects caused by the modification.
10. If a delivery of used goods is agreed upon with the customer, the delivery of such goods shall be subject to the exclusion of any warranty for material defects.
11. Claims of the customer for damages or reimbursement of fruitless expenses shall only exist subject to § 8 and are incidentally excluded.

§ 8 Liability

1. With respect to any liability for fault, our liability for damages, regardless of the legal grounds is limited in accordance with this § 8.
2. We do not take ownership of liability for ordinary negligence by our agencies, legal representatives, employees or other vicarious agents, unless essential contractual obligations are breached. Essential contractual obligations are those whose fulfilment makes the due performance of the contract possible in the first place and on the observation of which the customer may regularly rely on.
3. In case we are liable for damages, in accordance with § 8 subsection 2, the liability shall be limited to damages that we foresaw when concluding the agreement as a possible consequence of a breach of contract or should have foreseen, when applying due care and attention. Indirect losses and consequential damages due to defects in the delivered goods are only subject to compensation if such damages can be typically expected when the delivered goods are used in conformity with their intended purpose.
4. The above exclusions and limitations of liability apply to the same extent for our agencies, statutory representatives, employees or other vicarious agents.
5. The restrictions as stipulated under § 8 do not apply for the liability against wilful or grossly negligent violations of duty, for guaranteed characteristic features of the products, for damage to life, body or health or as per stipulations provided under the Product Liability Act.

§ 9 Property Rights

1. The customer is obligated to neither infringe our property rights directly nor via third parties and not to support third parties in the attempt to infringe our property rights in any way.
2. All commercial protective rights of the delivered goods including any trademarks, brand names, and other signs shall exclusively belong to us. The customer is not permitted to protect, take over, register or register through a representative any commercial protective rights that are identical or similar to ours, as such or as part of a commercial protective right of a company or domain name, no matter whether or not they are registered for us.

§ 10 Miscellaneous

1. Alterations and additions to this framework contract must be made in writing.
2. If any individual provisions or portions of this contract prove to be invalid, ineffective or infeasible the other provisions of this contract shall continue to be valid, effective and feasible.
3. All contractual relationships of the parties shall be exclusively subject to the laws of the Slovak Republic excluding the conflict of law provisions and the UN Convention on contracts for the International Sale of Goods (CISG).
4. The legal venue for all legal disputes arising directly or indirectly from business relationships between the parties shall be Jelka. We shall moreover be entitled, at our discretion, to sue the customer at the courts of his registered office or his branch office.
5. These GT&C are a translation of the original Slovak text. In case of any conflicts, contradictions or other inconsistencies with the Slovak text, the Slovak version shall prevail.