1.1. The company ECO-BAGS, s.r.o. with registered office at Michal Šimonoviča 481/16, 907 01 Myjava, registered in the Commercial Register of the District Court in Trenčín in the Sro section, insert no. 28509/R, IČO: 366 405 81 (hereinafter referred to as the "seller") is engaged in the production of packaging materials (paper bags) intended for contact with foodstuffs and their sale as part of its business.
1.2. These general terms and conditions govern the legal relationships and conditions that arise between ECO-BAGS, s.r.o. and its customers (legal entities and entrepreneurial natural persons) when purchasing its products. The contract between the seller and the buyer contains information about the possibility of viewing the general terms and conditions, which are available for customers on the company's website, www.eco-bags.sk.
1.3. These general terms and conditions apply to all transactions between ECO-BAGS, s.r.o. and customers, including all services provided in this regard, unless the seller and buyer agree otherwise in the purchase contract and/or in business correspondence. Verbal statements without a written agreement accepted by the seller and the buyer are not binding on the seller. These general terms and conditions are binding for the customer from the moment he enters a legal relationship with the seller, i.e., from the moment any legal act leading to the conclusion of the contract is executed between the seller and the customer. The general terms and conditions become an integral part of the contract upon conclusion of the contract. Any act done in electronic form is also considered a written act. In writing, for the purposes of these general terms and conditions, ECO-BAGS, s.r.o. means any action leading to the conclusion of a contract performed electronically (by email or other technical means) to the e-mail address firstname.lastname@example.org" or "email@example.com".
By delivering for the purposes of these terms and conditions to ECO-BAGS, s.r.o. includes, among other things, delivery in electronic form to the email address specified in these terms and conditions.
1.4. Informing the customer for the purposes of these general terms and conditions means sending any information in electronic form to the customer's email address (which is available to the seller).
1.5. Documents attached to offers, such as drawings, weight data, catalogs, technical conditions and the like, are not binding unless they are explicitly marked as such by the seller.
1.6. Without the prior written consent of the seller, the buyer is not entitled to transfer the rights and obligations arising from the contracts concluded between the buyer and the seller to third parties.
1.7. The customer undertakes to familiarize himself with all the conditions of the concluded business, these general terms and conditions of the company ECO-BAGS, s.r.o., as well as with other written documents provided to him by the company ECO-BAGS, s.r.o. will pass. By signing the contract, the customer confirms that he has familiarized himself with the general terms and conditions.
1.8. The customer further undertakes:
2.1. Goods will be delivered based on the written or electronic order of the buyer and its confirmation by the seller.
2.2. The buyer's order must include:
2.3. Confirmation of the buyer's order by the seller creates a binding relationship between the seller and the buyer to the extent of the ordered and confirmed quantity, type and price under contractually agreed conditions.
2.4. The delivery of the goods is completed on the day of its handover to the carrier for transport to the destination and subsequent collection by the buyer at the destination.
2.5. Transport to the destination is always paid by the buyer.
2.6. The goods are delivered in packaging that is suitable for the agreed type of goods. The transport conditions will be agreed so that there is no damage to the goods during transport to the agreed destination.
2.7. Packaging and packaging costs are included in the price of the goods and are not returned to the seller. After payment of the purchase price for the delivered goods, they become the property of the buyer.
3.1. The price is set in terms of the seller's price offer, which the buyer agreed to.
3.2. Unless otherwise stated in the offer and/or purchase contract, the "DAP destination" clause applies to the purchase price (according to Incoterms 2020).
3.3. Unless otherwise agreed, the seller reserves the right to increase the agreed purchase price if there has been an increase in the prices of input materials, transportation or energy from the time the purchase contract was concluded to the time of delivery.
4.1. Delivery of goods to another EU member state is in accordance with § 43 of Act no. 222/2004 Coll. on value added tax, as amended, exempt from VAT (Article 138 of Council Directive 2006/112/EC on the common system of value added tax), if:
4.2. The buyer is obliged to notify ECO-BAGS, s.r.o. his identification number for VAT, the number under which he orders the goods, in the binding order form for the goods.
4.3. In the event that the transport of the goods is ensured by a transport company for the account of the buyer or ECO-BAGS, s.r.o., for the purpose of applying VAT exemption, the buyer or a person authorized by him is obliged to confirm the receipt of the goods in another EU member state by means of a duly completed document on the transport of goods from Slovakia to another EU member state (CMR consignment note, CIM consignment note, sea consignment note, bill of lading or similar transport documents). The buyer undertakes to confirm the date of receipt of the goods, to indicate the name, surname and signature of the person who received the goods, the buyer's stamp on the relevant transport document and the delivery note.
4.4. In case the goods are transported by the buyer, it must contain a confirmation of receipt of the goods by the buyer or a person authorized by b.
The delivery note must be confirmed accordingly.
4.5. The buyer undertakes to immediately provide ECO-BAGS, s.r.o. a copy of the confirmed transport document, if the transport was carried out through transport companies for the account of the buyer or ECO-BAGS, s.r.o. (see point 4.3 above) or proof of acceptance of the goods if the goods were transported by the buyer (see point 4.4 above) and a confirmed delivery note as stated in points 4.3, 4.4, but no later than 10 days after receiving the goods.
4.6. In case the buyer
4.7. ECO-BAGS, s.r.o. is entitled to charge a penalty fee of EUR 100 (in the word "one hundred euros") when sending each written reminder to fulfill the obligation according to point 4.5, even repeatedly.
5.1. This article applies to goods that are the subject of several (at least two) consecutive deliveries and that were sent or transported from Slovakia to another EU member state directly from ECO-BAGS, s.r.o. to the final customer in the supply chain.
5.2. The buyer (in relation to ECO-BAGS, s.r.o.) is considered an intermediary according to §13a of Act no. 222/2004 Coll. on value added tax as amended (Article 36a Directive 2006/112/EC as amended by EU Council Directive 2018/1910), if the goods are sent or transported or the goods are sent or transported on behalf of the buyer by ECO-BAGS, s.r.o. or another person.
5.3. Delivery of goods to the buyer (intermediary person) is according to § 43 of Act no. 222/2004 Coll. on value added tax, as amended, exempt from VAT (Article 138 of Council Directive 2006/112/EC on the common system of value added tax), unless the buyer notifies ECO-BAGS, s.r.o. your Slovak VAT number. At the same time, the conditions for exemption from VAT listed in point 4.1 above must be met and the transport of goods to another EU member state must be proven in accordance with points 4.3 to 4.5 above.
5.4. The buyer is obliged to notify ECO-BAGS, s.r.o. his identification number for VAT, the number under which he orders the goods, in the binding order form for the goods.
5.5. Points 4.6 and 4.7 above apply accordingly.
6.1. The delivery of goods to a destination outside the EU is in accordance with § 47 of Act no. 222/2004 Coll. on value added tax, as amended, exempt from VAT (Article 146 of Council Directive 2006/112/EC on the common system of value added tax), if the goods were sent or transported to their destination in a territory outside the European Union
6.2. For the purposes of applying VAT exemption, the buyer is obliged to immediately provide ECO-BAGS, s.r.o.
6.3. The buyer undertakes to provide ECO-BAGS, s.r.o. documents according to point 6.2 no later than 10 days after receiving the goods.
6.4. If the buyer does not prove the transport of the goods or their exit from the territory of the EU as stated in points 6.2 and 6.3 above, the delivery of the goods cannot be exempted from VAT according to § 47 of Act no. 222/2004 Coll. on value added tax as amended (Article 146 of Council Directive 2006/112/EC on a common system of value added tax). In that case, ECO-BAGS, s.r.o. obliged to apply Slovak VAT on the delivery of the goods and the buyer agrees to pay this within three days of receiving the debit note. Furthermore, the buyer agrees to pay ECO-BAGS, s.r.o. a contractual fine in the amount equal to the possible sanction that ECO – BAGS, s.r.o. obliged to pay the tax office. The buyer undertakes to pay the contractual fine within three days of receiving a written request for payment from ECO-BAGS, s.r.o.
6.5. ECO-BAGS, s.r.o. is entitled to charge a penalty fee of EUR 100 (in the word "one hundred euros") when sending each written reminder to fulfill the obligation according to point 6.4, even repeatedly.
7.1. This article applies to goods that are the subject of several (at least two) consecutive deliveries, and which were sent or transported from the Slovak Republic to a destination outside the EU directly from ECO-BAGS, s.r.o. to the final customer in the supply chain.
7.2. The buyer (in relation to ECO-BAGS, s.r.o.) is considered an intermediary if he sends or transports the goods or the goods are sent or transported by ECO-BAGS, s.r.o. or another person on behalf of the buyer.
7.3. Delivery of goods to a destination outside the territory of the EU is according to § 47 of Act no. 222/2004 Coll. on value added tax, as amended, exempt from VAT (Article 146 of Council Directive 2006/112/EC on the common system of value added tax), if the goods were sentor transported to a destination outside the EU
The delivery of goods to a destination outside the EU is not exempt from VAT if it is sent or transported to the account of a person other than ECO-BAGS, s.r.o., or the buyer (intermediary person).
7.4. The provisions of Articles 6.2 - 6.5 apply mutatis mutandis.
7.5. The provisions of articles 6.4 - 6.5 also apply in the situation when the buyer (intermediary person) does not notify ECO-BAGS, s.r.o. that the shipment or transportation of the goods will be carried out on the account of a person other than the buyer (intermediary person).
8.1. The place of performance of the seller's contractual deliveries is the buyer's registered office, unless otherwise agreed in writing.
8.2. The buyer is not entitled to export the contract goods in question to third countries without the written consent of the seller.
8.3. Unless otherwise expressly agreed in the offer and/or in the purchase contract, the delivery times stated in them are considered approximate and non-compliance is not considered a material breach of the contract.
8.4. The seller is entitled to deliver the goods in partial deliveries, with the possibility of delivering the goods even before the agreed delivery period, if the seller provides a written delivery plan, in which the changes compared to the original plan will be indicated.
9.1. All prices of the goods are listed without VAT in the price offer. The seller is obliged to issue an invoice to the buyer no later than 3 days after the completion of the delivery and to send the invoice no later than 3 working days after the delivery of the goods. The buyer is obliged to take over the ordered goods and pay the purchase price for the goods.
9.2. In the event that the buyer does not pay the amount owed within the specified time, the buyer is obliged to notify the seller of the deadline for payment of the amount owed.
9.3. In the event that the buyer is in arrears with the payment of obligations, the seller is entitled to charge the buyer a contractual penalty for the period from the due date of the owed amount until its full payment, in the amount of 0.05% of the owed amount for each day of delay, while the seller's right to claim damages from the buyer for damage excessing the contractual penaltyis not affected by this. The buyer undertakes to pay the contractual penaltywithin three days of receiving a written request for payment from ECO-BAGS, s.r.o.
9.4. If the buyer is in arrears with the payment of obligations, the seller is entitled to refuse further deliveries of goods until the buyer has paid the entire amount due for the taken and unpaid goods. In that case, this procedure on the part of the seller is not considered a breach of contract.
9.5. The payment can be considered paid only if the amount owed is credited to the seller's account in full and this amount is fully available to the seller.
9.6. Unless otherwise stipulated, the seller does not provide the buyer with any discount for payment or compensatory interest for payment in advance.
9.7. The subject of the offer, the purchase contract - the goods delivered by the seller - remains the property of the seller until the buyer fulfills all his obligations to the seller, especially until he pays the purchase price in full.
10.1. The properties of paper bags correspond to the requirements of the Food Codex of the Slovak Republic.
10.2. The paper bags are not dirty or mechanically damaged.
10.3. Individual pockets are not glued inside. They are not glued to each other in the bundle, if they are not isolated, they can be easily separated by spreading the bundle in a fan shape by hand without tearing the paper.
10.4. The print and color of the print correspond to the approved original.
10.5. The materials intended to produce paper bags do not sensibly affect the packaged food. The product complies with level 1 STN EN 1230-1 and STN EN 1230-2 in the test for assessing the change in taste and smell of packaged food (direct contact).
10.7. The dimensions of the paper bags are checked with steel gauges with millimeter divisions (STN 25 1104).
10.6. All materials intended to produce bags are harmless to health.
10.8. For the dimensions of the bags, deviations in mm are allowed for the width, length and side fold:
10.9. Permitted deviations in delivered goods:
10.10. The adhesion of the bags is tested by tearing off the paper at the point of adhesion, while the surface of the paper must be broken.
11.1. If a situation occurs that could not have been foreseen at the time of signing the contract and which causes an obstacle on the part of the seller in the fulfillment of his contractual obligations, the seller is entitled to postpone the date of performance by the time the obstacle lasted and by a reasonable amount of time needed to start its normal operation.
11.2. Force majeure also includes events that are beyond the seller's control, e.g. wars, riots, riots, strikes, epidemics, various measures of the authorities, natural disasters, delayed deliveries of materials and supplies not caused by the seller and similar events of force majeure that interfere with the fulfillment of the seller's contractual obligations.
12.1. The buyer undertakes to inspect the delivered goods when taking over the goods. The seller undertakes to submit a report to the seller without undue delay about any obvious defects found during collection, with the necessary evidence.
12.2. The seller is responsible for defects that the goods have at the moment of their acceptance by the buyer at the place of delivery of the goods, as well as for defects caused by the seller's breach of obligations.
12.3. In the case of a quality complaint, the customer must suspend the claimed delivery in the warehouse. The seller reserves the right to inspect the claimed goods within 7 working days from the receipt of the written complaint. If the customer has not prepared the delivery for inspection, the claim will not be accepted.
12.4. The standard deadline for assessing the validity of a claim is 30 days after its official receipt. In this period, the seller is obliged to inform the buyer about the result of the assessment. The buyer must send the complaint by mail or e-mail. In the case of defective goods, it is necessary to send an official request with at least 10 samples from each batch of goods.
12.5. The buyer is obliged to complain about obvious defects in the goods, as well as the delivered quantity of goods, within 7 days of receiving the goods. In case of hidden defects, the deadline for complaints is 12 months from the date of delivery of the goods to the buyer.
12.6. If there are irreparable defects, the buyer has the right to exchange the goods and/or a reasonable discount on the price of the goods. In the event of a missing amount of goods, the seller will subsequently deliver the missing amount and/or issue a credit note for the purchase price to the extent of the missing amount of goods.
12.7. The seller is only liable for direct damages incurred as a result of or in connection with the breach of his contractual obligations, with a limitation to the amount of the seller's liability as set forth in this article below. The seller is not responsible for any indirect damages, lost profits, contractual fines, loss of business opportunities, as well as for any other claims raised by third parties. The seller and the buyer hereby agree that the seller's liability for damages under these general terms and conditions will be governed by the rules agreed in this article and will be limited to the amount of the invoiced value of the defective goods.
12.8. The buyer and the seller hereby confirm that the above-mentioned restrictions represent the maximum amount of possible damages that the seller, as the obligated party, anticipated or could foresee as a possible consequence of the breach of his obligation at the time of the establishment of the contractual relationship, taking into account the facts that the seller, as the obligated party, knew or should have known while observing professional care.
12.9. If the buyer claims compensation for damages suffered, he must send an official request by mail or email with a proper description of the violation and the requested amount of damages. The seller will evaluate such a request and send an official statement to the buyer as soon as possible.
12.10. If, due to defective goods, the buyer decides to voluntarily withdraw his products (even if this is not necessary, and the defective goods can be replaced in another suitable way), the buyer is not entitled to request from the seller compensation for costs and/or expenses related to or caused by such voluntary withdrawal.
13.1. These General Terms and Conditions of ECO-BAGS, s.r.o. have priority over possibly different declarations of persons acting on behalf of ECO-BAGS, s.r.o., unless this different declaration is made in writing and is signed by a person who is authorized to act on behalf of ECO-BAGS, s.r.o. according to the relevant legal regulations.
13.2. Different agreements contained in the written contract (or written order duly confirmed by ECO-BAGS, s.r.o.), concluded between ECO-BAGS, s.r.o. and customers, have priority over the provisions of these general terms and conditions.
13.3. All rights and obligations of the buyer and the seller resulting from their contractual obligations, or in relation to them, or their violation, termination or invalidity not regulated by these conditions are governed by the relevant provisions of the laws of the Slovak Republic, in particular the provisions of the Commercial Code and its other generally binding legal regulations. regardless of conflict of laws.
13.4. The buyer and the seller undertake to resolve any disputes, disagreements or claims arising from or related to their contractual obligations or from their violation, termination or invalidity in the first instance in the form of negotiations in order to avoid litigation and resolve them by mutual agreement. If the respective contractual parties do not reach an agreement, disputes, disagreements or claims arising from or related to their contractual obligations or from their violation, termination or invalidity will be resolved before the relevant court of the seller.
13.5. These General Terms and Conditions fully replace the current and effective General Terms and Conditions. These General Terms and Conditions become valid and effective on June 1, 2023.