1. These general terms and conditions apply to contractual obligations concluded between the Company NEHERA SK s. r. o., Bratislava, NEHERA s. r. o. Prague or their representative hereinafter referred to as the “NEHERA” and the Buyer, regardless to the form in which the contract has been concluded; thus including all forms of written or oral contacts, on paper or via electronic means, consisting of one or more separate documents or agreements that constitute a contract, and shall prevail over any other terms and conditions as binding unless the parties explicitly agree to diverge  from them in written form.

2. All price offers, orders, sales contracts, invoices, services and deliveries as well as other contractual obligations that are envisaged by these terms and conditions are regarded as fully and unconditionally accepted by the Buyer. 

3. Any order upon its written confirmation by the NEHERA is considered as final and irrevocable. Confirmation by electronic means is also as considered written confirmation. For the purpose of order the Buyer shall use primarily order form. All orders for the collections shall be made primarily one season ahead, prior to the start of the production pursuant to the order. 

4. When making an order the Buyer shall pre-pay minimum of 30% of the amount of the entire order. Rest of the outstanding amount the Buyer shall pay at least 15 days before ordered goods are scheduled to be shipped to the Buyer. If the Buyer does not pre-pay set amount latest before start of the production, the order shall be deemed as cancelled. Under the circumstances or required higher certainty NEHERA may require higher pre-payment or the full payment in advance, or demand other adequate guarantees on the part of a Buyer. Not providing these guarantees or payments entitles NEHERA to cancel the entire order. The pre payment given before the start of the production is not refundable. All deliveries are ex works Bratislava (INCOTERMS 2010) unless NEHERA previously agrees otherwise in writing.

5. Unless explicitly agreed between NEHERA and the Buyer any cancellations or changes in the order are possible only within the time-frame of 10 days after the order has been accepted. Any cancellation or change in order after this period entitles NEHERA to demand full payment in accordance with the original order. 

6. The Buyer acknowledges that, under the circumstances if the goods were selected based on the trimmings, commercial samples, exhibition model or other representations of goods, including photography and graphic representations; the final product made in production process may differ to reasonable amount from these representations and samples. The supplied good are in standard commercial quality. In accordance with this article NEHERA reserves the right to apply customary margins in regard to the colour, weight, measures, fabrics and quality. NEHERA provides no further guarantees beyond industry standard in respect of goods purpose, usability or suitability. Any technical improvements to the models presented in show rooms or other presentations are deemed to be accepted, without reservation, by the buyer.  

7. The order form shall state the starting date of the delivery of goods ordered; this date will signify the date when goods are to be shipped to the Buyer unless agreed otherwise. NEHERA cannot be held responsible for late shipments deliveries that are due to the vis major or delays caused on part of the subject providing the delivery services. If delivery of ordered goods varies for more than 21 days the Buyer has the right to cancel the order in respect of the goods that has not yet been delivered, and have the right for refund if the undelivered goods have already been paid in full. NEHERA shall not be liable for any damages or penalty. If Buyer does not fulfil all his agreed obligation NEHERA reserves the right to retain the delivery of ordered goods. The agreed delivery timetable is extended in the events of vis major. NEHERA shall promptly inform the Buyer if these events occur, with description of their nature and expected delay. Events related to vis major exclude the right of the Buyer to cancel the order or claim damages or penalties. Vis major are events beyond the control contractual party originating outside of the sphere of influence/control of the party and having the impact on its business originating  mainly in natural disasters, civil disturbances  and failure to act or delay to act of the competent authority.  

8. NEHERA will not be responsible for any damage or loss of goods during the transport, for this purpose the Buyer should subscribe an insurance for the transport of goods. Any claims in respect of loss or damage the Buyer should refer to the company providing the transport of goods, for this purpose, upon sending the goods, NEHERA shall inform the Buyer via e-mail about the shipment details. By handing over the goods for shipment and informing the Buyer about the shipment details the Buyer has the obligation to pick up the shipped goods. If an invoice should have been issued upon delivery of goods, for this purpose day of the delivery is deemed to be day of the shipment and informing the Buyer. The date of Bill of Lading shall be considered as the date of shipment and for the purpose of invoice as the date of delivery.  

9. The Buyer must file any complaint or notification in respect of ordered goods within the time-frame of 10 days upon the registered delivery in written form. Any complaints or grievances received after this time period shall be rejected and will have no standing. Any goods that where the subject of timely filed complaint can be sold only after the inspection by NEHERA. Any goods that are sold after filed complaint or are not kept intact for the purpose of inspection shall be deemed as without fault and NEHERA may require compensation for the costs raised from the undue inspection. In the case of acknowledged defects the Buyer is entitled for either credit (refund) or replacement of defected goods. Goods subjected to negligence, misuse or accidents will not be acknowledged as defected. Goods returned without authorisation shall be refused. If goods have been returned after filing the complaint and inspection have found goods not t be defective, they shall be returned to the Buyer at his expense. All other returns are possible only upon prior agreement. 

10. Timely obtaining any necessary import or exchange permits are sole responsibility of the Buyer.

11. All invoices are payable in EURO on the account indicated on the order form, unless parties agree otherwise.  

12. Any outstanding sum or invoice that remains unpaid on due date is subject to interest rate of 11% (eleven percent) per annum. Outstanding sum or invoice that remains unpaid on due date entitles NEHERA to cancel further deliveries to the Buyer.  Non payment on due date entitles NEHERA to claim all issued invoices including those not yet due.  

13. NEHERA reserves all ownership rights until the invoice for the goods is fully paid, unless parties agree otherwise. Payment is made when the corresponding amount is received by the seller. 

14. NEHERA reserves ownership of all intellectual property rights related to the goods sold or any additional promotional materials supplied.

15. The governing law is the law of the Slovak Republic with primacy of the Act No. 513/1991 Coll., the Commercial Code of the Slovak Republic. 

16. Any dispute, controversy or claim arising out of or relating to these General Terms and Conditions, shall be finally settled by the courts of the Slovak Republic, Bratislava I, which will have exclusive jurisdiction.

17. Prior to any Court suit filing, the parties agree to try and resolve their disputes in amicable way primarily seeking the resolving of their dispute via the means of the alternative dispute resolution mainly negotiation, mediation or arbitrati