ARTICLE 1: Purpose and scope

1.1 The owner of the Phonietech brand and the MHtrads.com wholesale site is Mahdi Holding sro, located at Z. Kodalya 788, Galanta 924 01, Slovakia, registered in the company register under number 55129005 and tax identification number SK2121882631. The Seller's business is the sale, to professionals in the same speciality (hereinafter "the Customer"), of all computer, electronic, multimedia and telephony equipment, and the sale of accessories and spare parts relating to this equipment (hereinafter "the Products"). The Customer acknowledges that the mere fact of placing an order implies that he/she recognises himself/herself as a professional in the same speciality as the Seller.

 

1.2 Any Product order placed by the Customer implies the Customer's unreserved acceptance of, and full and entire agreement to, these general terms and conditions of sale, which may be freely consulted on the Vendor's website, which can be accessed at the following address: https://www.mhtrads.com/mobile-phone-parts.

These general terms and conditions of sale apply in particular regardless of the place of delivery of the products (delivery in Slovakia or abroad), and regardless of the country in which the Customer is established (in Slovakia or abroad).

These general terms and conditions also apply regardless of how the Customer places the order (by a sales representative of the seller, by e-mail, WhatsApp, telephone, message, or on the Internet).

placing an order on the Vendor's website requires the Customer to click and tick the box "I have read the general terms and conditions of sale and I accept them unreservedly".

 

1.3 These general terms and conditions of sale shall prevail over any other document issued by the Customer, and in particular over any other general or special terms and conditions issued by the Customer, unless agreed in writing by the Vendor prior to the order. All other documents issued by the Vendor, and in particular catalogues, advertisements and websites, are for information purposes only and are not contractually binding.

 

1.4 The Seller reserves the right to modify these general terms and conditions from time to time. The general terms and conditions in force correspond to those which are accessible online on the Vendor's website on the date of the order placed by the Customer.

 

1.5 The fact that the Vendor does not avail itself at a given time of any clause in these general terms and conditions shall not constitute a waiver of its right to do so at a later date.

 

ARTICLE 2: Opening an account and placing an order

2.1 Before placing an order, all Customers must open an account with the Vendor by completing a questionnaire. This account opening applies, in particular, prior to any order placed on the Vendor's website. For the purposes of opening the Customer's account, the Vendor reserves the right to request the Customer to provide any supporting documents (kbis extract less than three months old, bank identity statement or bank details, intra-Community VAT number, copy of a valid identity document, etc.). In the event of insufficient or inaccurate information or supporting documents being provided by the Customer, the Vendor reserves the right to refuse to open the Customer's account.

 

2.2 Any order sent to the Vendor by a sales representative of the Vendor or via the Vendor's website is firm, definitive and irrevocable for the Customer. Any subsequent change to the composition or volume of an order placed by the Customer requires the Vendor's written acceptance.

When the Customer places an order on the Vendor's website, the provision of the Customer's bank details, and the validation of the order shall constitute proof of the Customer's irrevocable commitment. The Customer may access the summary of his order and his invoice by logging on to the "my account" section of the Vendor's website.

The Vendor always has the right to demand that the order placed by the Customer be carried out. If the Vendor does not make use of this option, any sums paid at the time of the order will be definitively acquired by the Vendor. If no sum has been paid by the Customer at the time of the order, and if the Vendor does not make use of its right to require the order to be fulfilled, the Customer will be liable to pay compensation fixed at 30% of the price excluding tax of the Products ordered.

 

2.3 In the event that a product is unavailable, in particular due to a stock shortage or its removal from the Vendor's catalogue, the Vendor reserves the right to cancel the Customer's order, refunding any sums already paid. Cancellation of the order by the Vendor shall not give rise to any compensation for the Customer.

 

2.4 In the event that the Customer places an order with the Vendor without having paid for all or part of the previous order(s), the Vendor reserves the right to refuse to honor the order and not to deliver the products concerned, without the Customer being entitled to claim any compensation whatsoever.

 

ARTICLE 3: Terms of delivery

3.1 Delivery of the Products: The Products are delivered when they are collected by the carrier responsible for delivering the Products to the address provided by the Customer.

 

3.2 Delivery times: In the absence of a specific agreement given in writing by the Vendor, Products deliverable in Slovakia are delivered within 30 days of acceptance of the order and payment of any sum due on the date of the order. This delivery period is extended to 60 days for orders delivered abroad. These delivery times are given for information purposes only and are subject to the availability of carriers and the order in which orders are received. The Vendor shall endeavour to fulfil orders and to respect these delivery times, except in the event of force majeure or unforeseen circumstances as defined in article 9 below. Delays in delivery may not give rise to any penalty or compensation for the benefit of the Customer, nor may they give rise to the cancellation of the order by the Customer, in application of article 9 below.

 

3.3 Transfer of ownership and risks: Ownership of the Products is not transferred until the Customer has paid the order price in full, as indicated in article 6 below. On the other hand, the transfer of the risks of loss and deterioration of the Products sold will take place as soon as they are delivered under the conditions set out in article 3.1 above, so that the Products travel at the Customer's exclusive risk.

 

3.4 Delivery costs: Products are delivered in Slovakia carriage paid for all orders over 390 euros excluding VAT. Any request for delivery of Products outside Slovakia may give rise to a specific charge to be paid by the Customer.

 

3.5 Transport: The Customer is obliged to check the condition of the packaging, the number and content of the packages, as well as the condition of the Products, upon receipt. It is the Customer's responsibility, in the event of damage to the Products or missing Products, to make clear and precise reservations with the carrier. Any Product which has not been the subject of reservations addressed to the carrier by registered letter with acknowledgement of receipt within three (3) days of delivery, followed by the sending of a copy of this letter to the Vendor, will be deemed to have been accepted by the Customer, including in the case of international transport. The Vendor may never be held liable for destruction, damage, loss or theft committed during the transport of the Products.

 

3.6 Acceptance and complaints: Acceptance of the Products ordered by the Customer without reservation covers any apparent defects in the Products and any missing Products. In the event of an apparent defect in the Products or a missing Product, and without prejudice to the complaint that the Customer is required to make to the carrier under the conditions described in article 3.5, the Customer's complaint will only be taken into account by the Vendor if it is made in writing, by registered letter with acknowledgement of receipt, within three (3) days of receipt. It is the Customer's responsibility to provide, in support of his/her complaint, all evidence likely to demonstrate the reality of the apparent defects in the Products or the reality of the missing Products. The complaint made by the Customer, under the conditions and according to the procedures described in this article, does not suspend payment by the Customer for the Products concerned.

 

3.7 Return of Products: After receiving the Customer's complaint, in accordance with the terms and conditions set out in article 3.6, the Customer may return the Products after obtaining the Vendor's prior written consent. The cost of returning the Products will then be borne by the Customer and only the carrier chosen by the Vendor will be authorised to take charge of the return of the Products. Products shall be returned either directly to the address indicated by the Vendor, or to a manufacturer's maintenance centre, the details of which shall be communicated to the Customer by the Vendor. The Vendor will carry out an inspection of the returned Products itself or through an authorised representative in order to verify the reality of any apparent defects or missing items. If the Vendor accepts the Customer's complaint, the Customer may only ask the Vendor to replace the non-conforming Products and/or to make up for the missing items, to the exclusion of any compensation and the cancellation of the order.

 

ARTICLE 4: Prices

4.1 Prices are set by the price list in force on the day the order is placed. The list of prices in force appears in the Vendor's price catalogue accessible on its website on the date of the order. Prices are expressed in euros exclusive of tax. VAT and other taxes not included will be invoiced in addition, as will any delivery costs not covered by the Vendor under the conditions set out in article 3.4 above.

 

4.2 No discount will be granted to the Customer in the event of early payment, except in the event of the Vendor's express, prior and written agreement to the contrary.

 

ARTICLE 5: Payment

5.1 The price shall be paid by the Customer within the period and according to the terms agreed when the order is placed. In the absence of a specific agreement, all orders are paid for in cash. Exceptionally, the Vendor may grant the Customer payment terms, which may not exceed 60 days from the date of issue of the invoice by the Vendor. The Customer agrees to receive the Vendor's invoices by e-mail.

 

5.2 Late payment penalties are due if payment is not made on the day following the payment date indicated on the invoice. The rate of these late payment penalties is set at 5% per month. It is hereby noted that the Customer may never, on the grounds of a claim made by it, withhold all or part of the sums that have become due, or set them off.

 

5.3 In the event that the Vendor has to incur costs to recover the sums owed to it, it shall be entitled to claim full reimbursement from the Customer. The sum owed by the Customer for the reimbursement of recovery costs may never be less than 10% of the amount excluding VAT of the sum to be recovered, by way of fixed compensation.

 

ARTICLE 6: Retention of title

The Products sold remain the property of the Vendor until full payment has been made, even if payment terms have been granted. Any clause to the contrary shall be deemed unwritten.

 

Until the price has been paid in full, the Customer shall refrain from reselling, transforming or incorporating the Products sold, or granting any security over said Products.

 

By express agreement, the Seller may enforce the rights it holds under the present retention of title clause, in respect of any of its claims, over all of its Products in the Customer's possession, the latter being conventionally presumed to be those unpaid, and the Seller may take them back or claim them as compensation for all its unpaid invoices.

 

This reservation of title does not prevent the risks from being transferred to the Customer upon delivery of the Products. Until the price has been paid in full, the Customer shall be deemed to be the custodian and guardian of the said goods.

 

ARTICLE 7: Warranty against hidden defects

7.1 Absence of contractual guarantee by the Seller the Seller points out that it does not personally provide any contractual guarantee attached to the Products sold. Certain Products may, however, benefit from a contractual guarantee provided by their manufacturer, in accordance with the terms and conditions defined by this manufacturer, which are in no way binding on the Seller. The terms of any contractual warranty provided by the manufacturer of the Products will be communicated to any Customer who requests it from the Vendor.

 

7.2 Warranty against hidden defects The Seller is bound by the legal warranty against hidden defects under the conditions set out in the following articles of the French Civil Code. It should be noted, however, that defects and deterioration of the Products resulting from abnormal conditions of storage and/or conservation by the Customer shall not entitle the Customer to this guarantee. Similarly, it should be noted that the warranty for hidden defects will be excluded if the Products have been used in conditions for which they were not intended. As the Customer is a professional in the same speciality as the Vendor, he/she is deemed to have received all the technical information relating to the Products before placing the order. The fact that the Customer invokes the existence of a hidden defect shall not release him from his obligation to pay the Vendor for the Products concerned. The warranty owed by the Vendor is limited to the replacement or repair of the Products or parts affected by a hidden defect.

 

ARTICLE 8: Liability

The Vendor's liability, whatever the cause, is limited to the amount (excluding tax) paid by the Customer for the order concerned. The Vendor will never be obliged to compensate the Customer for indirect damage or immaterial damage.

 

ARTICLE 9: Force majeure and acts of God

Events beyond the control of the Vendor, which the Vendor could not reasonably foresee, avoid or overcome, and the occurrence of which makes it totally impossible for the Vendor to fulfil its obligations, are considered to be force majeure or fortuitous events. The following, in particular, are considered to be cases of force majeure discharging the Vendor from its obligations: strikes, fire, flooding and, more generally, any event leading to a disruption in the supply of Products for reasons not attributable to the Vendor. In such circumstances, the Vendor will notify the Customer in writing within 48 hours of becoming aware of the event constituting force majeure or an act of God. The contract between the Vendor and the Customer will then be automatically suspended without compensation. If the event lasts for more than thirty (30) days from the date of its occurrence, the sales contract may be terminated at the initiative of the Vendor or the Customer, without either party being entitled to claim damages. This termination will take effect on the date of first presentation of the registered letter with acknowledgement of receipt denouncing the contract in application of the present clause.

 

ARTICLE 10: Jurisdiction and applicable law clause

11.1 Any question, dispute or litigation relating to these general terms and conditions of sale, as well as to sales governed by these general terms and conditions, shall be governed by Slovakian law, even in the event that the Customer is domiciled outside Slovakian territory, and regardless of the place of delivery of the Products, to the exclusion of any other law, and in particular to the exclusion of the provisions of the Vienna Convention on the International Sale of Goods.

 

11.2 Any dispute relating to the application of these general terms and conditions of sale, to their interpretation or to their performance, as well as any dispute relating to sales governed by these general terms and conditions or to the payment of the price shall fall within the exclusive jurisdiction of the Commercial Court of Trnava, even in the event of a third-party claim or multiple defendants. The attribution of jurisdiction is general and applies whether it is a main claim, an incidental claim, an action on the merits or a summary procedure.