TERMS AND CONDITIONS
GENERAL TERMS AND CONDITIONS of Mimera Europe s.r.o.
I. Preliminary Provisions and Scope of Application of these General Terms and Conditions
1. These General Terms and Conditions govern the relations between Mimera Europe s.r.o., having its registered seat at Diaľničná cesta 5143/28, Senec - 903 01, registered in the Commercial Register maintained by the Bratislava I District Court, Section: Sro, File No.: 117050/B, Company ID: 50 704 095, Tax ID: 2120431049, VAT ID: SK2120431049 (hereinafter referred to as “Mimera Europe” or the “Seller”), as the seller of the goods offered on www.mimera.com (hereinafter referred to as the “Website”), the sale of goods being a part of its business activity; and the Buyer who is interested in concluding a contract on the purchase of goods offered on the Website in accordance with the provisions of Section 409 et seq. of Act No. 513/1991 Coll., the Commercial Code, as amended (the “Commercial Code”, “Purchase Contract” and “General Terms and Conditions”).
2. These General Terms and Conditions are issued by the Seller in accordance with Section 273 of the Commercial Code, they form an integral part of the Purchase Contract, apply to all legal relationships related to and connected with the Purchase Contract, its conclusion, performance on its basis, and specify the rights and duties of the Seller and Buyer in more detail.
3. The conclusion of the Purchase Contract assumes that the Buyer is an entrepreneur pursuant to Section 2(2) of the Commercial Code who is acting within the scope of his/her business activities when concluding the Purchase Contract. The Seller therefore reserves the right to conclude Purchase Contracts only with Buyers who are not consumers within the meaning of applicable legislation. By submitting an order, the Buyer issues a binding confirmation that he/she is not a consumer and is acting within the scope of his/her business activities.
4. The Seller reserves the right to modify or amend these General Terms and Conditions even without prior notice. Any changes to or amendments of these Terms and Conditions shall be made by the Seller in writing, by publishing the modified or amended version of these General Terms and Conditions on the Website, together with an indication of the effective date of the respective version.
5. In submitting an order by pressing the appropriate button, the Buyer expresses his/her unconditional and complete consent to be bound by these General Terms and Conditions.
6. The Buyer may obtain information on the goods, his/her order, its delivery and payment of the purchase price or settlement of a claim at the appropriate e-mail address specified on the Website, in his/her personal profile set up on the Website or by telephone at the telephone number specified on the Website, each business day from 9 AM to 3 PM.
7. Additional information on the Seller is available in the following section of the Website: Information.
II. Offer of Goods and Conclusion of the Purchase Contract
1. The Seller offers the sale of goods presented and specified on the Website. The Buyer can browse the goods on the Website.
2. Ordering of goods by the Buyer is made possible by the Seller through the Website. The offer of goods published on the Website is not binding.
3. By registering on the Website, the Buyer's personal profile is created, which is then used to order the goods and to check the status of his/her orders.
4. Compared to their depiction on the Website, the goods delivered can show usual and reasonable deviations in colour and size, especially in case of wood surfaces, leather and similar materials. These deviations do not represent any deviation from the quality of goods presented on the Website. This applies particularly to changes and modifications resulting from technical improvements to the goods offered.
5. Immediate availability of the goods shown on the website is not guaranteed by the Seller. Availability of the goods is shown on the relevant Website and shall be confirmed together with the Buyer's order.
6. Before submitting an order, the Buyer can review his/her order by pressing the appropriate button and, if necessary, can make the required changes to the order.
7. As part of an order, the Buyer must fill in the following details:
a) Business name;
b) Registered seat or place of business;
c) Address for the delivery of the goods, if different from the registered seat or the place of business of the Buyer;
d) Identification number, tax identification number, and VAT identification number (if applicable);
e) E-mail address;
f) Phone number.
8. By submitting an order for the selected goods by pressing the relevant button, the Buyer performs a unilateral legal act, by which he/she provides the Seller with an offer to conclude a Purchase Contract.
9. No later than within one business day, the Seller then delivers a binding confirmation of acceptance of the proposal to conclude a Purchase Contract (confirmation of the order) or a rejection of the offer to conclude a Purchase Contract. The Seller reserves the right not to confirm any order submitted by the Buyer and/or to reject it.
10. If there is any change to the goods (quality, properties, etc.), prices or delivery times compared to the information published on the Website, the Seller shall always inform the Buyer of these changes in advance, and the order confirmation shall be sent only if the Buyer consents to ordering the goods despite such changes.
11. The Purchase Contract is concluded upon receipt of the Seller's confirmation of acceptance of the order.
12. The Seller reserves the right to cancel any order if it is not possible to deliver the goods to the Buyer within the specified time due to unavailability or complete selling out of stocks unless an alternative solution is agreed on with the Buyer.
13. Any cancellation of an order shall be notified to the Buyer by e-mail. If the Buyer has already paid the purchase price, the Seller undertakes to return the paid purchase price within 15 business days of the cancellation of the order, unless agreed otherwise with the Buyer.
III. Data and Sending Commercial Announcements; Personal Data Protection
1. Since data relating to the Buyer as an entrepreneur is not personal data, the data provided by the Buyer for the purpose of submitting the order is not covered by personal data protection legislation.
2. The Buyer acknowledges that the e-mail address he/she specifies in any order may be used to deliver e-mail messages (the Seller's commercial announcements) for the purposes of direct marketing and promotion of the Seller's own similar goods with reference to Section 62(3) of Act No. 351/2011 Coll., on Electronic Communications, as amended. In the event that the Buyer (the recipient of the Seller's commercial announcements) of such e-mail messages does not wish to continue to receive such commercial announcements, he/she is entitled to opt-out from being sent such commercial announcements at any time by sending an e-mail message expressing his/her disagreement with being sent such commercial announcements to the following e-mail address: firstname.lastname@example.org; email@example.com.
IV. Purchase Price and Payment Terms
1. The Buyer is obliged to pay the purchase price for the goods properly and timely.
2. Purchase prices of goods are listed without VAT. The Buyer is obliged to pay the price for goods as is specified on the Website at the time of submitting the order, unless the Seller specifies, before confirming the order, a different purchase price and the Buyer expresses his/her consent therewith.
3. The purchase price does not include the cost of transport of goods. The cost of transport of goods, including any transport of goods performed in connection with any claim or with returning goods, is borne by the Buyer in its entirety. The purchase price includes the cost of packing the goods in order to be delivered to the Buyer. Costs associated with the handling of goods, removal of packaging and the disposal of the waste generated in connection with the packaging of the goods delivered, assembly of the goods or their putting into operation are not included in the purchase price of the goods and the Seller does not provide these services to the Buyer.
4. The Buyer shall be issued an invoice, which shall be delivered to him/her at the Buyer's e-mail address. The invoice shall also be delivered to the Buyer inside the packaging of the goods upon delivery. The invoice shall comply with the requirements of a tax document.
5. The purchase price shall be considered to be paid at the moment when it is credited to the Seller's account.
6. The Buyer can pay the purchase price:
a) By an immediate bank transfer to the Seller's account: Information required to perform the payment by a transfer to the Seller's account shall be provided to the Buyer as part of the order confirmation;
b) By the PayPal online payment service.
7. After the payment is credited to the Seller's account, the Seller shall issue a tax document which shall be sent to the Buyer's e-mail address. In the event that the purchase price is not paid to the Seller's account within 7 days of the confirmation of the order, the Seller shall consider the Buyer's order as cancelled.
V. Delivery Terms
1. The Seller is obliged to deliver the goods in the quantity, quality and form corresponding to the quantity, quality and form specified on the Website and in the order submitted by the Buyer.
2. The Seller is obliged to deliver the goods ordered to the Buyer within 2–4 days after payment of the purchase price if the ordered goods are in stock. In the event that a longer delivery period is needed, the Buyer shall inform the Seller accordingly in writing. The Seller is also entitled to provide a partial performance (e.g. if the order contains several units or different types of goods) and the Buyer is obliged to accept such a partial performance of the Purchase Contract.
3. The Seller is obliged to deliver the goods to the Buyer, hand over the documents relating to the goods to him/her and to ensure that the Buyer has acquired the right to the goods after full payment of the purchase price (reservation of the ownership title in favour of the Seller).
4. If a user manual forms part of the goods, the Buyer agrees that it may also be provided to him/her in a language other than Slovak, specifically in German or English.
5. Depending on the quantity and size of the ordered goods, the Seller shall choose an appropriate way of shipping the ordered goods to the Buyer. The price for the delivery of the goods is not part of the purchase price. The price for delivery is specified in the shopping cart after selecting the goods. The goods are deemed to have been handed over at the time of their handover by the Seller to the first carrier designated by the Seller for the carriage of the goods to the Buyer.
6. The Seller shall ensure that the goods are packed in accordance with usual practice, taking into account their characteristics and properties, so that they do not suffer any damage when being shipped. The Seller shall clearly label the consignment of the goods with the Buyer's business name and the place of delivery of the goods. The goods shall be delivered to the address of the Buyer's registered seat or the Buyer's place of business unless the Buyer specifies a different delivery address. The risk of damage to the goods passes to the Buyer upon the handover of the goods for shipment.
7. If the Seller violates the obligation to deliver the goods in the specified quantity, quality and form, the Buyer is entitled to raise claims for defects against the Seller.
8. Before taking over the goods, the Buyer is required to check the condition of the shipment (e.g. whether the packaging is intact and the shipment complete) in the presence of the carrier. The Buyer may refuse to accept the goods if they do not conform to the Purchase Contract, stating the respective reasons for such a refusal.
9. If the Buyer does not take over the goods, and fails to give a reason for not taking over the goods, without withdrawing from the Purchase Contract, the Seller is entitled to compensation of the costs associated with the unsuccessful delivery of the goods. The Seller is also entitled to withdraw from the Purchase Contract and to sell the goods to third parties. If it is necessary to repeat the delivery of the goods, all costs incurred due to the repeated delivery shall be borne by the Buyer.
10. The Buyer is obliged to ensure that a person authorized to take over the goods for the Buyer and to confirm delivery of the goods is present at the place of delivery at the time of delivery of the goods. The carrier is authorized to verify the identity of the person who takes over the goods on behalf of the Buyer. Deliveries shall only be made to the kerbside.
11. If damage to the goods or their packaging is discovered, the Buyer shall be obliged to notify this fact to the carrier before taking over the goods. The Buyer and the carrier shall make a record of the damage to the goods, indicating the extent and nature of the damage to the goods or the packaging. After obtaining the record of damage to the goods, the Seller may – after settling the damage event with the carrier – arrange removal of the damage to the goods or a discount for the Buyer. If the extent of the damage to the goods is beyond repair, the Seller shall ensure delivery of new goods. If the Buyer does not specify any damage to the packaging of the goods or any identified inadequacy of the packaging of the goods in the carrier's written record, the Seller shall not be liable for any defects of the goods incurred as the result of damage to the packaging of the goods or inadequacy of the packaging of the goods.
12. Claims related to mechanical damage of the goods, which were not apparent when the goods were taken over from the carrier, must be notified immediately after the goods are taken over, in any case no later than within 24 hours of delivery of the goods. Other defects must be notified by the Buyer to the Seller without any undue delay. Delayed claims of defects shall not be accepted by the Seller. The Buyer is also required to prove that the respective damage to the goods could not possibly be discovered even after careful inspection of the goods and its packaging on their delivery.
13. The Buyer is obliged to familiarize himself/herself with the documentation provided with the goods (in particular with the user manual, information on care of the goods, etc.), and to follow the applicable rules related to the operation and use of the goods.
14. In the event that the delivery period is not observed, the Buyer is entitled to withdraw from the Purchase Contract. The Seller is obliged to refund the purchase price paid (or its respective part if only a part has been paid) within 20 days of delivery of the notice of withdrawal from the Purchase Contract.
VI. Liability for Defective Goods
1. The warranty period is 24 months. The Seller reserves the right to provide a longer warranty period for selected goods. The duration of the warranty period is specified by the Seller in the description of the goods on the Website.
2. The warranty period begins on the date of receipt of the goods by the Buyer. The warranty period is extended by the period during which the Buyer could not use the goods due to warranty repair.
3. The Buyer is obliged to inspect the goods upon their receipt. If the inspection does not take place at the time of takeover of the goods, but only subsequently, the burden of proof that the alleged defects were already present at the time of receipt of the goods, is placed on the Buyer.
4. The Buyer has no right to claim warranty for defects of goods, of which he/she was notified by the Seller at the time of conclusion of the Purchase Contract or of which, in view of circumstances under which the Purchase Contract was concluded, he/she had to be aware.
5. If any defects of the goods appear during the warranty period, the Buyer is obliged to raise a claim against the Seller without any undue delay. The claim can be raised by the Buyer by filling out the claim form on the Website. In the claim, the Buyer shall describe the defect of the goods and its extent.
6. Upon receipt of a claim, the Seller is entitled to request the Buyer to deliver the claimed goods to the Seller's premises in order to assess them and settle the claim, unless the Seller specifies another place. The Buyer is obliged to deliver the claimed goods to the Seller in its original packaging or equivalent replacement packaging so as to exclude any damage to the goods due to the lack of packaging of the goods or its inadequacy. If the claimed goods are handed over by the Buyer without the original packaging or replacement packaging or if the packaging is inadequate, the Seller does not assume liability for any damage to the goods caused by the improper packaging. In such a case, the Seller also cannot be liable for the defects for which the Buyer raised the claim. Prior to the delivery of the goods, the Buyer is obliged to notify the Seller of the time and method of delivery of the goods.
7. The Buyer is obliged to make complaints about defective to goods to the Seller without undue delay, otherwise the Buyer's right to rectification by the Seller free of charge expires.
8. Any complaints shall be settled by the Seller within 10 business days, as far as it is reasonably possible and if the nature of the claimed defect admits it. In justified cases, the Seller is entitled to extend the deadline for settling the claim on the basis of a unilateral notice addressed to the Buyer. The Seller is entitled to condition the settlement of the Buyer's claim by payment of the shipping costs incurred by the Seller in connection with the transport of the claimed goods.
9. Entitlement to use a warranty claim against the Seller expires and the Seller is not obliged to settle any claim if:
a) The Buyer did not submit a document proving the acquisition of the goods (invoice, confirmation of the payment of purchase price, order, delivery note);
b) The Buyer did not report the defects discovered during the takeover of the goods or immediately afterwards;
c) The warranty period expired;
d) The Buyer used the goods in breach of their instructions for use, wrongly or improperly, he/she overloaded them or improperly modified or repaired them or otherwise tampered with them or allowed a third person to act in such a manner;
e) The Buyer used the goods in an environment which is unsuitable for the goods due to moisture, chemical or mechanical properties;
f) The Buyer neglected to care for the goods or cared for the goods unprofessionally or improperly;
g) The goods were damaged by the Buyer or by other events beyond the control of the Seller, by accidental destruction and accidental deterioration or force majeure;
h) The defect represents normal wear and tear to the goods or parts thereof and was caused by the use of the goods.
10. If, during the takeover of the goods, the Buyer finds a discrepancy between the delivered goods and the ordered goods that originated without the Buyer's fault, the Buyer is entitled to request free rectification by the Seller within the time limit and without any undue delay. If the rectification cannot be made by way of replacement of the goods, the Buyer can either ask the Seller for a reasonable discount on the purchase price for the goods or he/she may withdraw from the Purchase Contract.
11. In the event that the goods are defective, the Buyer is entitled to free removal of the defect, an appropriate reduction in the purchase price, replacement of the goods or he/she can withdraw from the Purchase Contract in the following order:
a) If the defect can be rectified, the Seller shall ensure free repair of the goods. Depending on the nature of the defect, the Seller may provide a replacement part to the Buyer. The replacement part shall be delivered by the Seller to the Buyer together with instructions for replacement of the defective part with the replacement;
b) If the defect cannot be removed by repair and at the same time the defect as such does not prevent normal use of the goods, the Seller shall provide the Buyer with a reasonable discount on the purchase price of the goods. If the Buyer accepts the offer for a reasonable discount on the purchase price of the goods, he/she shall not be able to claim the respective defect again;
c) If the defect cannot be removed and at the same time it is a defect that prevents the object from being properly used, the Seller shall provide the Buyer with the opportunity to exchange the goods. If the same goods are no longer available, the Seller may provide – as a replacement – goods with the same or similar characteristics. The right to exchange the goods arises to the Buyer only if it is not unreasonable in relation to the nature of the defect. The reasonableness shall be assessed by the Seller;
d) If the defects of the goods are of such a nature that the delivery of the defective goods caused a substantial breach of the Purchase Contract, the Buyer is entitled to withdraw from the Purchase Contract. A substantial breach of the Purchase Contract occurs when – at the time of the conclusion of the Purchase Contract – the Seller knew or could reasonably foresee with regard to its purpose resulting from its content or from circumstances under which the Purchase Contract was concluded, that the Buyer would not be interested – under such a breach – in the fulfilment of the respective obligations. In case of any doubt, it is assumed that a breach of the contract is not substantial.
12. Evaluation of the claim settlement process is the Seller's entitlement.
13. Liability for defects excludes any further claims, compensation for indirect damages or compensation for consequential damages.
VII. Withdrawal from the Purchase Contract
1. The Seller is entitled to withdraw from the Purchase Contract due to the unavailability of goods (including complete selling out of stocks) or if the Seller is unable to deliver the goods within the time limit, quality or price stated on the Website or for reasons stated in the other articles of these General Terms and Conditions. The Seller shall notify the Buyer thereof without any undue delay. If the Buyer paid the purchase price or any part thereof, the Seller is obliged to return the purchase price or the paid part to the Buyer within 14 days from the date of delivery of the notice of withdrawal from the Purchase Contract.
2. The Seller is also entitled to withdraw from the Purchase Contract if the Buyer did not take over the goods within 5 business days from the date when the Buyer was obliged to take over the goods.
3. The Buyer is entitled to withdraw from the contract if defects to the delivered goods constitute a substantial breach of the Purchase Contract.
4. The Buyer shall exercise his/her right to withdraw from the contract by sending a written notice to the Seller in the form of a letter sent to the Seller's address or e-mail sent to the address specified on the Website.
5. Any withdrawal from the Purchase Contract results in the Buyer's obligation to deliver the goods together with accessories, including documentation, instructions, warranty card, proof of payment, etc. and in the original packaging to the Seller.
6. The Seller shall not be obliged to return the purchase price or a part of it to the Buyer before the goods are delivered to the Seller by the Buyer.
7. In the event of withdrawal from the contract, the Buyer shall, within 14 days from the date of conclusion of the Purchase Contract, deliver or hand over the goods together with accessories, including documentation, instructions, warranty card, proof of payment, etc. and in the original packaging to the Seller.
VIII. Final Provisions
1. Legal relationships between the Buyer and the Seller that are not governed by these General Terms and Conditions are governed by the provisions of the Commercial Code and other applicable legislation of the Slovak Republic. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the legal relationships related to the Purchase Contract and its conclusion.
2. Should any provision of these General Terms and Conditions become invalid, ineffective or unenforceable, the validity, effectiveness, or enforceability of the remaining provisions shall be neither affected nor impaired. In such a case, the Seller shall, without undue delay, ensure the modification or amendment of the General Terms and Conditions in such a way that the invalid, ineffective or unenforceable provision is replaced by a provision which, by its nature and purpose, is as similar as possible to the original provision of the General Terms and Conditions. In such a case, the Buyer shall be obliged, without undue delay after the delivery of the Seller's notice, to conclude a contract, on the basis of which the amended or supplemented version of the General Terms and Conditions shall be applicable to the legal relationships between the Seller and the Buyer, even retroactively.
3. In the event of any dispute, discrepancy or conflict (hereinafter referred to as "Dispute”) relating or connected to this Purchase Contract, the Seller and Buyer shall endeavour to resolve such a dispute, discrepancy or conflict by negotiations. If negotiations are unsuccessful, the Seller and the Buyer agree that such a dispute, discrepancy or conflict shall be forwarded to the court with substantial and local competence and the law of the Slovak Republic shall be the governing law for the Dispute.
4. These General Terms and Conditions apply until complete settlement of legal relationships between the Seller and the Buyer, in the version that is in force and effective at the time of conclusion of the Purchase Contract, unless they are amended or supplemented.
5. This version of the General Terms and Conditions is valid and effective from 8 September 2017.