Terms of Sales
Terms of Sales for SCHILLER d.o.o. Beograd, Srbija
1.1. The contract shall be deemed to have been entered into upon receipt of supplier's written acknowledgement stating its acceptance of the order.
1.2. Tenders which do not stipulate an acceptance period shall not be binding.
1.3. These general terms of sales shall be binding if declared applicable in the tender or in the order acknowledgement. Any conditions stipulated by the customer which are in contradiction to these general terms of sales shall only be valid if expressly acknowledged by the supplier in writing.
2. Regulations in force in the country of destination and safety devices
2.1. The customer shall, at the latest when placing the order, draw the attention of the supplier to the standards and regulations applicable to the execution of the supplies and services, to the operation as well as to the health and safety of personnel.
2.2. Unless otherwise agreed upon, the supplies and services shall comply with those standards and regulations at the place of business of the customer about which the supplier has been informed. Additional or other safety devices shall be supplied to the extent as having been expressly agreed upon.
3.1. Unless otherwise agreed upon, all prices shall be deemed to be net ex works, in freely available Swiss francs without any deduction whatsoever. Any additional charges, such as, but not limited to, freight charges, insurance premiums, fees for export, transit, import and other permits, as well as for certifications, shall be borne by the customer.
4. Terms of payment
4.1. Payments shall be made by the customer at supplier's domicile according to the agreed terms of payment, without any deduction for cash discount, expenses, taxes, levies, fees, duties, and the like. Payment shall be deemed to be effected as far as Swiss francs have been made freely available to the supplier at the supplier's domicile. In case payment by bills of exchange is agreed, the customer shall pay the cost of discounting of such bills, bill of exchange taxes and collection charges.
4.2. The dates of payment shall also be observed if transport, delivery, erection, commissioning or taking over of the supplies or services is delayed or prevented due to reasons beyond supplier's control, or if unimportant parts are missing, or if post-delivery work is to be carried out without the supplies being prevented from use.
4.3. If the advance payment or the contractually agreed securities are not provided in accordance with the terms of the contract, the supplier shall be entitled to adhere to or to terminate the contract, and shall in both cases be entitled to claim damages.
4.4. If the customer, for any reason whatsoever, is in delay with further payment, or if the supplier is seriously concerned that it will not receive payments in total or in due time because of circumstances having taken place since entering into the contract, the supplier, without being limited in its rights provided for by law, shall be entitled to refuse the further performance of the contract and to retain the supplies ready for dispatch until new terms of payment and delivery will have been agreed upon and until the supplier will have received satisfactory securities. If such an agreement cannot be reached within reasonable time, or in case the supplier does not receive adequate securities, the supplier shall be entitled to terminate the contract and to claim damages.
4.5. If the customer delays in the agreed terms of payment, it shall be liable, without reminder, for interest with effect from the agreed date on which the payment was due at a rate depending on the terms prevailing at the supplier's domicile. The supplier reserves the right to claim further damages.
5. Reservation of title
5.1. The supplier shall remain the owner of all supplies until having received the full payments in accordance with the contract.
5.2. During the period of the reservation of title, the customer shall, at its own cost, maintain the supplies and insure them for the benefit of the supplier against theft, breakdown, fire, water and other risks. It shall further take all measures to ensure that the supplier's title is in no way prejudiced.
6. Delivery time
6.1. The delivery time shall start as soon as the contract is entered into, all official formalities, such as, but not limited to, import, export, transit and payment permits have been completed, payments due with the order have been made, any agreed securities given and the main technical points settled. The delivery time shall be deemed to be observed if by that time the supplier has sent a notice to the customer informing that the supplies are ready for dispatch.
6.2. Compliance with the delivery time is conditional upon customer's fulfilling of its contractual obligations.
6.3. The delivery time is reasonably extended:
a) if the information required by the supplier for performance of the contract is not received in time, or if the customer subsequently changes it, thereby causing a delay in the delivery of the supplies or services;
b) if hindrances occur which the supplier cannot prevent despite using the required care, regardless of whether they affect the supplier or the customer or a third party. Such hindrances include, but shall not be limited to, epidemics, mobilization, war, revolution, serious breakdown in the works, accidents, labor conflicts, late or deficient delivery by subcontractors of raw materials, semi-finished or finished products, the need to scrap important work pieces, official actions or omissions by any state authorities or public bodies, natural catastrophes, acts of God;
c) if the customer or a third party is behind schedule with work it has to execute, or with the performance of its contractual obligations, in particular if the customer fails to observe the terms of payment.
7.1. Special packing shall be charged separately by the supplier and shall not be returnable. However, if it is declared as supplier's property, it shall be returned by the customer, carriage paid, to the place of dispatch.
8. Passing of benefit and risk
8.1. Unless otherwise agreed, the benefit and the risk of the supplies shall pass to the customer by the date of their leaving the works.
8.2. If dispatch is delayed at the request of the customer or due to reasons beyond supplier's control, the risk of the supplies shall pass to the customer at the time originally foreseen for their leaving the works. From this moment on, the supplies shall be stored and insured on the account and at the risk of the customer.
9. Forwarding, transport and insurance
9.1. The supplier shall in time be notified of special requirements regarding forwarding, transport and insurance. The transport shall be at customer's expense and risk. The customer shall immediately upon receipt of the supplies or of the shipping documents submit to the last carrier any objections regarding forwarding or transport.
9.2. The customer shall be responsible for taking insurance against risks of any kind.
10. Inspection and taking-over of the supplies and services
10.1. As far as being normal practice, the supplier shall inspect the supplies and services before dispatch. If the customer requests further testing, this has to be specially agreed upon and paid for by the customer.
10.2. The customer shall inspect the supplies and services within a period of 14 days and shall immediately notify the supplier of any deficiencies, in writing. If the customer fails in doing so, the supplies and services shall be deemed to have been taken over.
11. Right of recourse of the supplier
11.1. If, through actions or omissions of the customer or of persons employed or appointed by it to perform any of its obligations, personal injury or damage occurs to the property of third parties and if a claim is made against the supplier, then the latter shall be entitled to take recourse against the customer.
12.1. The place of jurisdiction for both the customer and the supplier shall be at the registered office of the supplier. The supplier shall, however, be entitled to sue the customer at the latter's registered address.