条款和条件

  1. 增值税:买方应对所得税除外的所有增值税或其他适用税,以及与销售订单有关的必要运输,存储或处理费用(如果有)。
  1. 付款义务:beplay客户端登录Essentia Pura D.O.O.(以下简称“公司”)应在通知后发票购买者,该产品已准备就绪或可以取货。在接受销售订单时,买方应全额支付(100%),除非建立信用条款,否则销售订单的总价值。买方同意以同意的条款解决所有付款,除非当事方以书面形式同意并另有规定。如果买方在最终付款到期日之后的10天内未能根据本销售订单付款,则买方应向卖方支付延迟付款费,占销售订单中产品总购买价格的5%(5%)。此后,应以每月2%(2%)的税率,每月复利或斯洛文尼亚法律下的最高允许利率,对买方的未偿付款义务产生利息。如果买方在产品最终付款发票日期的三(3)个月内尚未完成付款,则该产品应被视为废弃,并且买方不得具有产品的权利或所有权。
  1. 交付/损失风险:公司应将产品运送到提供的地址,或者在销售订单中规定的公司的指定设施中提供接送服务。产权和损失的风险将在运输产品后将公司从公司转移到买方。If Buyer chooses to pick up the Product at the Company’s facility after processing, then title and risk of loss will transfer to Buyer at the earlier of: (i) time that Buyer picks up the Product, or (ii) five business (5) days after the Company notifies Buyer of the availability of the Product for pick up.
  1. 公司和买方应维护并应导致其代理人维护,以遵守与产品的销售,存储和发货有关的所有适用法律所需的所有记录。所有此类记录均应在适用执政法律所要求的期限内维护。
  1. 当事方在任何广告或宣传材料中的名称,符号或标记都不应使用或授权其他人使用,或者就本协议所提供的服务构成明示或暗示的认可的任何形式的代表性或陈述做出任何形式的代表性或陈述by such other of any commercial product or service without the other’s prior written approval.
  1. 该公司应自行决定决定是否或是否必须从市场上撤回或召回任何一方在市场上投放市场的任何产品。如果公司确定召回是必要的,则买方同意遵守公司的召回程序。
  1. 检查权:Upon the Company supplying Products to Buyer pursuant to this Sales Order, Buyer shall have seven (7) days to inspect such shipment of Products upon receipt to verify such shipment’s conformity to the specifications provided by the Company as of the time the Product was delivered to Buyer. If Buyer alleges that any portion or all of any shipment of the Products did not conform to the specifications provided as of the time it was delivered to Buyer (each non-conforming Product, a “Defective Product”), and the Company agrees with the claim, then Buyer shall be entitled to reject such portion that includes Defective Product. Buyer shall notify the Company in writing if the shipment of Products includes Defective Product that existed at the time of the delivery of the Products. Such notification shall be made as soon as reasonably practicable after discovery of the nonconformity, but not later than seven (7) days after delivery. Such notice shall: (i) specify the reasons for rejection, and (ii) contain the testing results and methodology used to determined non-conformance of the Finished Products. If Buyer does not so reject the Products within seven (7) days after delivery, Buyer shall be deemed to have accepted the Products. If notice of rejection is received by the Company, Buyer shall cooperate with the Company in determining whether such rejection is justified. The Company shall notify Buyer as soon as reasonably possible, but not later than twenty-one (21) days after receipt of the notice from Buyer, whether it accepts Buyer’s basis for rejection. In the event of a dispute between the Parties as to non-conformance of the Products, then Buyer and the Company shall jointly select an independent third party to determine whether the Product conforms with the Sales Order (the “Third Party Determination”). If the Third-Party rules that the Product conformed to the Sales Order as of the time the Product was delivered to Buyer or that the Product is conforming and has no other defect, then Buyer shall be deemed to have accepted the Product at the agreed upon price and Buyer shall bear the cost of the Third-Party Determination. If the Third-Party rules that the Product does not conform to the Purchase Order at the time the Product was delivered to Buyer, then Buyer’s sole and exclusive remedy shall be to return the non-conforming product, with a refund of the monies paid or deposited for the non-conforming product, and the Company shall bear the cost of the Third-Party Determination.
  1. 确认:买方承认它不依赖,并且公司尚未对产品的质量或条件进行任何陈述或保证,除了它们符合销售订单中提供的规格,并且买方正在购买产品以“原样”为基础。该公司明确否认所有明示或暗示的保证,包括对产品或适合性的任何暗示保证,除非在此处提供。
  1. 陈述和保证:买方代表并保证(i)买家不会在任何包装,标签,广告,促销材料或其他有关产品的销售和营销工作中提出任何虚假索赔;(ii)买方应遵守与产品和采购订单有关的所有适用法律以及此处的主题,并应积极协助公司遵守同一法律。Buyer shall immediately cease distribution of any Products and any other activity under this Agreement with respect there to upon written notice by the Company to the extent reasonably required in the Company’s reasonable discretion in connection with the Company’s efforts to cooperate or comply with any actual or potential government action relevant to any Product.
  1. 保障:Buyer shall indemnify and hold the Company harmless from and against any liability, including reasonable attorney’s fees and disbursements, arising out of any third party claim for death, injury or damage resulting from (i) Buyer’s gross negligence or willful act or omission in the transfer or handling of Products, (ii) Buyer’s labeling, marketing, or sale of Products; or (iii) Buyer’s breach of any representation or warranty herein.
  1. 管理法律/管辖权:该销售命令以及此处的条款和条件或从中引起的任何争议应受斯洛文尼亚的内部法律的管辖,而无需对任何可能导致法律申请的法律规定或规则产生任何选择或规则除斯洛文尼亚以外的任何司法管辖区。