Sale-agreement - Roll former for external blinds Skovela d.o.o.

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Sale-agreement

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Sale agreement Nr.:

____
Sale of Goods Agreement Nr.: 2202
Concluded on __.__.2022 by and between:
Seller:
SKOVELA d.o.o.
TekaCevo 60,
SI – 3250 RogaSka Slatina,
Slovenia,
VAT number SI22433031
 Hereinafter referred to as the Seller, represented by: Anton Dorn
Buyer:


Hereinafter referred to as the Buyer, represented by:


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§ 1
 
 
The representatives of all the parties confirm that they are legally authorized to conclude this agreement and to make a valid obligation in accordance with provisions hereof.
 
 
The Buyer hereby represents that he is willing to acquire the use of the equipment specified below pursuant to agreement:
 
 
§  Roll forming machine for slats Z90 for external venetian blinds type: SPL_1011_Z90H
§ 2
1. The Seller represents as follows:
-          he is the owner of the aforementioned object of sale and he has full powers to conclude this agreement and to sell the said object to the benefit of Buyer.
-          the object of sale was manufactured by him and is brand new,
-          the object of sale is free from any legal or technical defects; there are no legal or contractual limitations regarding the disposal of that object and there are no third party rights vested in that object,
-          the object of sale has the certificate of conformity and CE mark in accordance with all standards and legal regulations of European Directives
2. The Parties agree the following:
a)         Any activities relating to the delivery of the object of sale to the Buyer’s premises (plant), including loading, transport to the Buyer’s premises, insurance, mounting and start-up of the object of sale at the Buyer’s plant shall be performed by the Seller, pursuant to DAP delivery basis Buyer’s plant: ________,
according to Incoterms 2010.
b)         No later than the __th week of 2022 in the presence of the Buyer, the Seller shall start up and conduct the test trials in the Seller’s plant in RogaSka Slatina, Slovenia as well as shall give an access the Buyer to the object of sale before dispatch to the Buyer’s factory, in order to inspect and accept proper technical state of the machine/equipment by the Buyer’s technicians. The Seller undertakes to notify (in written form by e-mail) to the Buyer about the exact date of test trials of the object of sale not later than ...7... (seven) days before that date.
Positive result of the test trials shall be confirmed by signature of the technical acceptance protocol by the Seller and the Buyer (Standard form of the technical acceptance protocol  constitutes Appendix no 2 hereto respectively).
c)        The Seller shall arrange full insurance coverage – All Risks, i.e. Buyer shall be insured and secured, based on the insurance sum covering 110% of the value of the object of sale, and prior to the commencement of transport of the object of sale to the Buyer.The object of sale will be delivered to the Buyer’s plant through the licensed transport company provided with a civil liability insurance of the carrier.
d)        The Seller undertakes to deliver the object of sale to the Buyer’s premises (plant) no later than by the date of
__.__. 2022. The delivery of the aforementioned object of sale to the Buyer’s premises (plant) shall be confirmed by delivery protocol, signed by the Seller and by the Buyer, acting on his own behalf.
Standard form of delivery protocol is contained in Appendix no 3 hereto. On the day of delivery of the object of sale (at the latest on next day after delivery) the Buyer shall provide  (to e-mail address:  sales@skovela.com )
with a copy of CMR signed by the Seller, by the Buyer and by the carrier.
e)        Unloading of the object of sale at the Buyer’s plant and introduction of the object of sale to the Buyer’s plant shall be performed by the Buyer, at his own cost and risk. The Buyer ensure the object of sale (at his own risk and expenses) additionally for the period of installation, mounting and start-up of the object of sale.
f)         The Buyer shall prepare his plant for reception and mounting of the object of sale no later than until the date of delivery of the object of sale by the Seller to the Buyer’s plant, provided that the relevant documents and instructions are supplied by the Seller in accordance with § 4 pkt. 2 hereto.
g)        The Seller undertakes to mount and start up the object of sale at the Buyer’s premises (plant) and train the Buyer’s employees not later than until the 13th week of 2022). Mounting and start-up of the object of sale shall be confirm by acceptance protocol, signed by the Seller and by the Buyer. Standard form of the acceptance protocol is contained in Appendix no 4 hereto.
3. The Buyer and the Seller hereby confirm that the mounting and installation of the object of sale at the Buyer’s plant require specialist knowledge available to the Seller or the entity acting to the benefit of the Seller, or they require significant modification of the existing equipment/installations.
§ 3
 1. The Parties agree that the sale  price  of the  object  of  sale  specified  in  § 1  hereof  shall  amount  to  EUR 137.550,00 (say one hundred and thirty-seven thousand five hundred and fifty 00/100 EUR).
The aforementioned sale price includes the price of the object of sale together with accessories, calculated pursuant to DAP Buyer’s plant: _Company Buyer
delivery basis according to Incoterms 2010, and it is containing execution by the Seller of all the activities in accordance with the delivery base as well as specified in § 1. The aforementioned sale price is a fixed price and it is not subject to change.
 
2. The total sale price for the aforementioned object shall be paid by BUYER to the benefit of the Seller in the following manner:
a) 30 % of the sale price, i.e. EUR __.___,__ (say: ____ thousand ____ hundred, 00/100 EUR), shall be paid by way of a bank transfer to the Seller’s bank account, in virtue of an advance payment towards the sale price, within 7 days from the date
-        original of this agreement signed by the Seller and by the Buyer
b) 65% of the sale price, i.e. EUR __.___,__ (say: ____ thousand ____ hundred, 00/100 EUR),shall be paid to the Seller’s bank account by way of a bank transfer within 7 days from the date of
-        original technical acceptance protocol (compliant with the standard presented in Appendix no 2 hereto) signed without reservations by the Seller and the Buyer
c) 5% of the sale price, i.e. EUR __.___,__ (say: ____ thousand ____ hundred, 00/100 EUR), shall be paid to the Seller’s bank account by way of a bank transfer within 7 days from the date of
-        original delivery protocol (compliant with the standard presented in Appendix no 3 hereto) signed without reservations by the Seller and the Buyer
-        original acceptance protocol (compliant with the standard presented in Appendix no 4 hereto) signed without reservations by the Seller and the Buyer
 
3.              The Seller confirms, that he does not possess on the Territory of Poland Company, branch or representative office. Amounts due to the Seller shall be paid to the Seller’s bank account at:
Bank Name:  SKB banka d.d     IBAN: SI56 0316 3100 0564 526            SWIFT: SKBASI2X
All bank expenses and commissions in the Seller’s country shall be paid by the Seller, in the country of the Buyer's - shall be paid by the Buyer.
 
4.              BUYER hereby represents that it is a registered VAT taxpayer as required by the principles of Trade within the European Community.
The Seller represents that, he is registered VAT taxpayer as required by the principles of Trade within the European Community. The Seller represents that he shall not settle VAT tax on the territory of Country Buyer.. The Seller represents that he is not a registered VAT taxpayer in Country Buyer.
§ 4
 
 
1.              The Seller is obligated to properly prepare the object of sale for the purpose of transportation, and in particular to pack the said object and mark it in a manner ensuring its full identification, corresponding to its properties and type and preventing it from any damage or destruction during loading, transport and unloading.
 
2.              The Seller and the Buyer hereby confirm that prior the signature hereof, the Seller provided the
 
Buyer with installation designs and other documents, based on which the Buyer would be able to prepare its plant for the receipt and mounting of the object of sale.
 
3.              The Seller shall provide the Buyer and on Seller (ftp) server connection with:
 
-  Technical documentation in the English language
 
-  User manual in English language
 
-  Certificate of conformity CE
 
4.              Another cost for BUYER: The buyer additionally pays the transport costs and accommodation for two installers.
§ 5
 
 
In the event that the buyer or User withdraws from the contract, the conditions according to AGB ZWEI are observed.
 
 
§ 6
 
 
1. The Seller is responsible for ensuring that the object of sale has proper construction, is made of appropriate materials and was properly manufactured in accordance with the legal regulations, relevant technical standards and this agreement as well as with technical and operating parameters.
2. The Seller shall provide a good performance warranty for the object of sale for the period:
 
- 12 months, commencing on the date of signature of acceptance protocol. 2. The seller ensures that the machine will work properly. All ambiguities regarding the operation of the machine will be resolved remotely. In case of mechanical damage or tool breakage, we will replace you. We will jointly determine the cause of this damage and determine whether it is the subject of a warranty or not.
 
- Ethernet (RJ-45) interface included technical support services Remote access in the price in warranty time.
 
3.  In accordance with the warranty, the seller shall, at his own expense, repair or replace any defective or defective parts of the sales product. The customer disassembles and sends defective or defective parts to the manufacturer for repair. If the value of the spare part is less than 4 hours of service, then we will send the appropriate spare part and you will replace it yourself.The scope of service of the machine after the expiry of the warranty period shall be determined between the Seller and the Buyer. For further servicing, it is possible to conclude a one-year maintenance contract.
 
 
4. Another cost for Buyer: transport costs for two installers and hotel
 
 
§ 7
 
 
 
1.           In an event of force majeure (flood, earthquake, strikes), which has a real impact on the execution of this agreement, the date of delivery of the object of sale to Buyer’s plant, specified in § 1, may be extended by the period corresponding to the duration of the force majeure event.
 
2.           The Seller is obligated to immediately notify the Buyer about the occurrence and about the end of such force majeure event that prevents him from timely execution of the agreement.
 
 
§ 8
 
 
1.           The Parties hereto agree that any matters not dealt with by this agreement and any legal relationships resulting there from shall be governed by the UN Convention on agreements regarding international sale of goods, executed in Wien on 11 April 1980, taking into account the principles of DAP formula according to Incoterms 2010.
 
2.           The Parties agree that any disputes that may arise in relation to the execution of this Agreement shall be settled by the parties in an amicable manner, by way of negotiations and mutual agreements. In an event of failure to amicably resolve any dispute, such disputes shall be settled by the Arbitration Court by the International Chamber of Commerce in Vienna according to the regulations of this Court.
 
 
§ 9
 
 
1.           In order to be valid, any changes of and amendments to this Agreement shall be made in the form of a written annex signed by all the parties.
 
2.           The Agreement together with the appendix has been made in two identical English copies. Each Party shall receive one copy.
 
3.           The appendices no 1-4 are an integral part of this Agreement.

Seller                                                                                                                        Buyer
 
 
SKOVELA d.o.o.                                                                                           
 
Anton Dorn                                                                                                  
 
 
This protocol has been made in two identical English copies, one copy for each party.

Sale agreement Nr.:

Appendix No. 1 to sale agreement Nr.:  Detailed specifications
Appendix No. 2 to sale agreement Nr.:  TECHNICAL ACCEPTANCE PROTOCOL
Appendix No. 3 to sale agreement Nr.:  DELIVERY PROTOCOL
Appendix No. 4 to sale agreement Nr.:  ACCEPTANCE PROTOCOL

Terms:  AGB ZVEI
Incoterms: 2010
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