GENERAL TERMS OF COOPERATION
Supply of products manufactured by MIRAI INTEX s.r.o.
(hereinafter referred to as the General Conditions)
PREAMBLE
General Terms and Conditions are developed by MIRAI INTEX s.r.o. (hereinafter - MIRAI) in order to stipulate the mutual rights and general terms of cooperation between MIRAI and the customers/purchasers/buyers of MIRAI products (hereinafter referred as – customers), the same as duties of the contracting parties arising in connection with, or on the basis of, a supply/purchase agreement.
MIRAI products are innovative refrigeration units used both as independent separate units and as an assembly part of Original Equipment Manufacturing (OEM) (hereinafter referred as – product(s)).
MIRAI adheres to high quality standards in the production of its products.
On the basis of these General Conditions, MIRAI cooperates under separate supply/purchase/distributor/agent agreements (hereinafter referred as supply contract). In case of contradiction of provisions of supply contract with provisions of present General Conditions, the supply contract shall prevail unless otherwise is prescribed by the supply contract.
TERMS OF DELIVERY OF MIRAI PRODUCTS
Products of MIRAI are supplied in accordance with the “EXW” (Incoterms 2020) at the MIRAI’s site, namely at the address: Tuřanka 858/98a, Tuřany, 627 00 Brno, Czech Republic.
The customer is responsible for the duly execution of the transport documents by the transport companies upon shipment of MIRAI products (CMR – signed by transport company, customer (with readable name and surname of the representatives), Bill of Delivery (Delivery note) signed by customer, Confirmation of transactions of intra - Community supplies of goods shall be sent to the customer after delivery etc). If transport company and/or duly representative of the customer refuses to sign such documents, MIRAI reserves the right to retain the products and/or further supplies of the products until duly execution of the transport documents. Such delay in supply shall not be deem as a breach of the supply contract by MIRAI.
Products shall be delivered in standard packaging (in plastic wrap and technical documentation (complete). Standard packaging is included in the price of the products. By agreement of the parties, Premium packaging can be provided, in which case the products will be packed on a pallet in a wooden box (corresponding to ISPM 15 standards). The price of premium packaging depends on the size of the product.
The risk of loss of the products passes from MIRAI to the customer from the moment the products are handed over to the transport company of the customer.
PRICES. TERMS OF PAYMENT
Prices for MIRAI products and services indicated in the price lists and are valid always on the date of their issue. MIRAI reserves the right to change prices unilaterally without prior notice to the customer. The prices can be changed as a consequence of price changing by MIRAI’s suppliers, power mediums or, depending circumstances, in response to fluctuations in the exchange rate of the EUR against relevant foreign currencies. MIRAI is not responsible for mistakes in the printing of the price offers, price lists, orders confirmations etc.
Customs, credentials, transportation cost, installation cost and other additional costs are not included in the products price.
The validity period of a specific offer for a specific supply (consignment shipping) cannot exceed 30 calendar days.
Normal payment terms for MIRAI products (except for special terms of distribution and agency contracts, if applicable) are subject to the following terms:
1) advance payment of 50%. Without an advance payment, MIRAI has the right not to reserve and/or produce products as per customer’s order. If the advance payment has not been paid by the Customer within 14 (fourteen) calendar days from the invoice date, such purchase order shall be cancelled. After payment of the advance payment, the purchase order shall become binding for both parties and not subject to cancellation, and the advance payment is not subject to refund.
2) final payment of 50% is payable upon notice of readiness of the products for delivery, in any case not later than the date of delivery of products. MIRAI does not have the right to ship products to the customer without the final payment. If the final payment has not been paid by the customer, penalties for delivery delay cannot be applied to MIRAI under the supply contract concluded between MIRAI and the customer.
For the regular customers, on special terms, other payment options can be offered.
In the event of a payment delay, if the customer fails to submit payment after three consecutive payment reminders, such customer will be categorized as unfavorable. Subsequent transactions with such customer will require full 100% advance payment of Purchase Order prior to any further services and/or deliveries under any agreements entered between the Parties.
STORAGE CONDITIONS FOR PRODUCTS PAID/UNPAID BY THE CUSTOMER
If the delivery date of the products is postponed by more than 10 days by no fault of MIRAI, the customer shall pay the full cost of the order (final payment) before the delivery date initially approved by the Parties.
If the delivery is delayed for more than 10 days and the customer does not pay the full cost of the order (final payment) before the delivery date initially approved by the Parties, the Customer pays an additional fee of 0.1% of the unpaid amount per day, starting from the 11th day of delay.
If, within 6 months from the date of the payment delay, the customer has not paid the full cost of the order (has not made the final payment), including the commission and storage fee, the advance payment will be withheld by MIRAI and the order will be canceled.
In the event that the customer has fully paid the cost of the order (made the final payment), and the delivery is delayed for a period of more than 30 days by no fault of MIRAI, the cost of storing products starting from the 30th day of the delay is calculated at a price of 1000 EUR per unit per month.
WARRANTY FOR MIRAI PRODUCTS
MIRAI provides a warranty for the operation, design, equipment and quality of the products in accordance with the parameters specified in the supply contract and/or service contract for a period of 24 (twenty-four) calendar months from the date of final acceptance/installation of the Products and signing of the protocol(s) on acceptance/installation of the product or for another period specified in the manual supplied with the Product.
MIRAI is not responsible for damages caused by the following reasons: improper or unprofessional use, normal wear and tear, erroneous or unprofessional handling, improper controls and electrical influences if they are not caused by MIRAI. MIRAI shall not be liable for any consequential damages, including damage to the property of the customer (or the end customer) resulting from the use, transportation, sale, storage or alteration of the products since the acceptance of the products by the customer (or, the end customer). The warranty is subject to proper operation and maintenance of MIRAI products and services (machines) by the customer (or the end customer) in accordance with the instruction manual supplied with the Products. All faults, alarms and maintenance activities must be completed in the MIRAI protocols, which are integral part of the supplied documentation. MIRAI reserves the right to check the entries in the operation log during the warranty period.
NOTE: In the case of unauthorized unpacking and/or installation of the refrigeration machine (RM) and/or unauthorized opening of the RM doors or covers and/or removing safety seals without presence of authorized representatives of Mirai Intex s.r.o., the RM user loses the option to lay claims on RM quality and warranty service for such RM is not provided. Additional warranty conditions are provided in the user manuals.
The term of installation of the products cannot exceed 6 (six) months after delivery. If the products are not installed within 6 (six) months after delivery, the product warranty period of 24 months commences.
For OEM customers longer warranty period for storage of the units may be applied, upon mutual agreement.
Service contacts: service@mirai-intex.com
COMPLIANCE WITH STANDARDS AND CONDITIONS
MIRAI products are compliant with all relevant EU Directives and Regulations listed below:
- The Machinery Directive 2006/42/EC
- The Low Voltage Directive 2014/35/EU
- The EMC Directive 2014/30/EU
- The PED Directive 2014/68/EU
- The RoHS Directive 2011/65/EU (including the amendments; currently EU 2015/863)
- The REACH Regulation EC 1907/2006
- The Conflict Minerals Directive EU 2017/821
INTELLECTUAL PROPERTY
MIRAI's products are the result of MIRAI's intellectual property, MIRAI's product components and the product as a whole may not be copied. Any copying or attempted copying will be considered a violation of MIRAI's intellectual property rights. The infringer of MIRAI's intellectual property right is obliged to compensate for any and all damages from such infringement, whether it be direct or indirect damage, lost profits, etc. By concluding any contract with MIRAI, the customer hereby confirms and guarantees to comply with MIRAI's intellectual property rights in full, compensate for all and/or any damage caused to MIRAI as a result of violation of MIRAI's intellectual property rights.
It is strictly forbidden to replace, change or in any way modify MIRAI’s logo, trademark, brand name sticked and/or placed on the products. The customer has no right to sell, market or present MIRAI products as its own. Such actions shall be considered as a material breach of the MIRAI’s IP rights.
ANTI-CORRUPTION DISCLAIMER AND PERSONAL DATA
By entering into any agreement/contract with MIRAI, the customer hereby represents and warrants to MIRAI that its directors, officers or employees have not offered, promised, given, authorized, solicited or accepted any improper monetary or other benefits of any kind (or it is understood that they will or may do so at any time in the future) in any way related to any agreement/contract entered into between the parties, and that they have taken reasonable steps to prevent subcontractors, agents or any other third parties, under their control or certain influence, from them.
Any contract with MIRAI must be performed in accordance with the Anti-Bribery Laws. Customer warrants that it and its affiliates have not made, offered or authorized and will not make, offer or authorize, in respect of matters, entering into an agreement with MIRAI, any payment, gift, promise or other benefit, whether directly or through any other person or entity for the use of or for the benefit of any officer or employee of the other party or any government official (i.e. any person holding a legislative, administrative or judicial office, including any person employed or acting on behalf of government agency, government enterprise, or public international organization) or any political party or official of a political party or candidate for office, if such payment, gift, promise, or benefit violates applicable anti-bribery laws.
The customers must not make any unofficial payments to a government official to expedite an administrative process, the outcome of which is already pre-determined (facilitation fee) in the performance of their obligations under the contracts with MIRAI.
The customers, having read these General Conditions, agrees to maintain proper internal controls and maintain accurate and complete records confirming payments due and all transactions under contracts with MIRAI.
The Customer (the "Indemnifying Party") is responsible for and shall indemnify, defend and hold harmless MIRAI (the "Indemnifying Party"), to the fullest extent permitted by law, from any claims, damages, costs, fees, payment of interest, penalties or other liabilities incurred in connection with or arising out of the investigation or defense of any judicial or other administrative, or other legal proceedings brought against the Indemnified Party by a regulatory or state law enforcement agency as a result of the actions or omissions of the Indemnifying Party or its Affiliates, subcontractors or agents who violate or are alleged to be violating the Anti-Bribery Laws.
Any violation or non-compliance with the provisions of this paragraph is considered material and entitles MIRAI to immediately terminate any agreement with the customer unilaterally.
The compensation provided for in this article shall remain in effect after the termination of the agreement/contract between the customer and MIRAI.
In accordance with the provisions of the legislation on the processing of personal data (protection of individuals), MIRAI hereby informs the customer that with respect to MIRAI's working documents, MIRAI may be required to provide access to them for regulatory purposes or due to other statutory obligations. Please note that all information provided to MIRAI is processed appropriately to ensure the protection of personal data in accordance with the principles of law, accuracy, confidentiality and integrity in accordance with the provisions of the General Data Protection Regulation (“GDPR”) of the EU.