Joint Ukrainian-German Enterprise in the form of a Limited Liability Company “Techservice WEKO and Partner GmbH” (TWEKO)
Definitions
The terms below are used in these Terms with the following meaning:
Website — the Supplier’s official website at https://t-weko.com/.
Supplier — the Joint Ukrainian-German Enterprise in the form of a Limited Liability Company “Techservice WEKO and Partner GmbH”, which owns the Website and manufactures and supplies industrial equipment and provides related services.
Customer — a legal entity, sole proprietor, or individual who has approached the Supplier with the intention to purchase equipment and/or related services.
Request — an inquiry submitted by the Customer through the Website, by e-mail, phone, or other means, regarding an intention to purchase equipment and/or related services. A Request does not constitute acceptance of these Terms and does not create contractual relations between the Parties.
Supply Contract — a separate written (or electronic, in accordance with applicable law) contract concluded between the Supplier and the Customer, setting out the Parties’ rights and obligations with respect to a specific order.
Specification — an integral annex to the Supply Contract, containing the name, technical characteristics, configuration, and quantity of the equipment agreed by the Parties, its price, manufacturing and delivery lead time, payment terms, and other conditions of the specific order.
Equipment (Goods) — industrial equipment, components, and other products manufactured, supplied, or sold by the Supplier.
Services — installation, supervision of installation, commissioning, warranty and service maintenance, personnel training, and other services that may be provided by the Supplier.
1. General Provisions
1.1. These General Terms and Conditions of Sale and Supply (the “Terms“) constitute the Supplier’s general terms and conditions governing the sale of industrial equipment and related services, and set out the general conditions of cooperation for the conclusion of Supply Contracts between the Supplier and its business partners worldwide.
1.2. These Terms apply to orders placed through the international Website, by legal entities, sole proprietors, and individuals who have expressed an intention to purchase the Supplier’s equipment (hereinafter — the “Customer”), regardless of their country of residence or incorporation.
1.3. Given the nature of the subject matter — industrial equipment that is manufactured individually according to the Customer’s technical requirements — these Terms set out only the general framework of cooperation. Information about equipment published on the Website is indicative and for reference purposes only; it does not constitute a binding offer to conclude a contract on those exact terms. The material terms of each specific order (including equipment characteristics, configuration, scope of services, price, and manufacturing/delivery/payment terms) are agreed by the Parties individually and recorded in the Supply Contract and the Specification thereto, which forms an integral part of it.
1.4. Submitting a Request through the Website (including via a “Buy” or similar button), by e-mail, or by phone constitutes a proposal to enter into negotiations toward a Supply Contract; it does not constitute acceptance of these Terms and does not create contractual relations between the Parties. No online payment is processed through the Website. A Supply Contract is deemed concluded exclusively upon the written agreement by the Parties of all material terms and the signing, in paper or electronic form in accordance with applicable law, of the Supply Contract and the Specification thereto.
1.5. These Terms govern the general framework of cooperation between the Supplier and the Customer and apply as a framework document to each individual Supply Contract. The terms of a specific order are determined directly by the relevant Supply Contract and the Specification thereto. In the event of any discrepancy between these Terms and the terms of a Supply Contract or Specification, the terms of the Supply Contract or Specification shall prevail.
2. Subject Matter
2.1. The Supplier undertakes to manufacture and deliver equipment to the Customer and/or provide related Services, and the Customer undertakes to accept and pay for them on the terms of the Supply Contract and the Specification thereto.
2.2. The name, technical characteristics, configuration, price, manufacturing and delivery lead time, and other material terms are determined individually by the Parties and recorded in the Supply Contract and the Specification.
2.3. The Supplier’s equipment is manufactured individually for each Customer based on agreed technical requirements. Details of acceptance and settlement (including advance payment terms) are set out in the Specification.
3. Order Placement Procedure
3.1. An order is placed by submitting a Request through the Website form (including via the “Buy” button), by e-mail, or by phone. Such a Request constitutes an inquiry by the Customer regarding the possibility of entering into a Supply Contract and does not amount to acceptance of these Terms.
3.2. Upon receipt of the Request, a representative of the Supplier contacts the Customer to agree on the technical, commercial, and other material terms of the future Supply Contract (equipment specifications, configuration, price, manufacturing and delivery lead time, payment terms, and scope of related Services).
3.3. Following such agreement, the Supplier prepares and provides the Customer with a draft Supply Contract together with the Specification, which forms an integral part of it. Contractual relations between the Parties arise upon the signing, in paper or electronic form in accordance with applicable law, of the Supply Contract and the Specification thereto.
3.4. Payment is made by the Customer to the Supplier’s bank account after signing the Supply Contract and the Specification thereto, in the manner and within the timeframe agreed therein. Where the Supply Contract provides for an advance payment, manufacturing of the equipment commences after receipt of such advance payment, unless otherwise agreed by the Parties.
3.5. The Supplier reserves the right to refuse any order at its sole discretion prior to the execution of the relevant Supply Contract and Specification.
4. Price and Payment Terms
4.1. Prices indicated on the Website are indicative and for reference purposes only and do not constitute an offer to conclude a Supply Contract on those exact terms. The final price of the equipment and/or Services is determined in the Specification and/or invoice, following agreement of the Customer’s technical requirements, and remains valid for the period stated in the relevant document.
4.2. Prices and payments are denominated in EUR or USD, as agreed by the Parties and specified in the Specification or invoice, unless another currency is separately agreed in writing.
4.3. The procedure, timing, and terms of payment (including the amount of any advance payment, staged payments, and final settlement) are determined in the Supply Contract and the Specification thereto.
4.4. Bank charges and transfer fees are borne by each Party on its own side of the transaction, unless otherwise agreed in the Specification.
4.5. Unless otherwise agreed, all prices exclude VAT, customs duties, taxes, import charges, and other governmental fees applicable outside Ukraine.
5. Delivery Terms
5.1. The delivery terms — including the applicable Incoterms® 2020 rule (e.g. EXW, FCA, DAP, or another rule as agreed), delivery method, and place of delivery — are determined by the Supply Contract and the Specification thereto. These Terms do not establish any default Incoterms rule.
5.2. The manufacturing and delivery lead time for equipment made to individual order is calculated from the date the Supplier receives the advance payment specified in the Supply Contract and the Specification, unless otherwise expressly agreed by the Parties.
5.3. Unless otherwise agreed in the Specification, each Party is responsible for customs clearance, import/export duties, and other charges applicable in its own country, in accordance with the Incoterms rule agreed for the relevant order.
5.4. Partial deliveries shall be permitted unless otherwise agreed in the Specification.
6. Acceptance of Goods and Claims
6.1. The Customer shall inspect the equipment immediately upon delivery.
6.2. Any visible defects, damage, or shortages must be notified to the Supplier in writing within five (5) business days of delivery. In the absence of such notification, the equipment shall be deemed accepted as to quantity, completeness, and visible condition.
6.3. Claims relating to hidden defects must be notified to the Supplier in writing without undue delay after their discovery, and in any event within the warranty period set out in Section 8 (Warranty).
6.4. Acceptance of the equipment as to quantity, completeness, and quality is otherwise carried out in the manner set out in the Supply Contract and the Specification thereto.
7. Retention of Title
7.1. Title to the equipment shall remain with the Supplier until the price has been paid in full. Until full payment has been received, the Customer shall not pledge, resell, or otherwise encumber the equipment without the Supplier’s prior written consent.
7.2. The passing of risk of loss or damage to the equipment shall be governed by the Incoterms rule agreed in the Specification, irrespective of the retention of title under this Section.
8. Warranty
8.1. The warranty period, warranty service conditions, and warranty obligations are set out in the Specification, the warranty certificate, or the technical documentation supplied to the Customer together with the equipment. Unless otherwise specified in the Specification, the warranty period begins on the date of delivery.
8.2. The warranty applies only provided that the equipment has been installed, operated, and maintained in accordance with the Supplier’s documentation and instructions.
8.3. The warranty does not cover defects arising from the Customer’s breach of operating rules, improper transportation or storage, mechanical damage, unauthorized repair, or interference by unauthorized persons.
8.4. Except as expressly stated in this Section, all other warranties, whether express or implied, including any implied warranties of merchantability or fitness for a particular purpose, are excluded to the maximum extent permitted by applicable law.
9. Return, Cancellation and Amendment of Orders
9.1. As the equipment is manufactured by the Supplier individually according to the Customer’s technical requirements agreed in the Specification, it cannot be returned or exchanged, except in cases of non-conformity as to quantity, completeness, or quality, or in cases expressly provided for by applicable law or the relevant Supply Contract.
9.2. The terms of any refund in the event of a justified order cancellation, and the compensation of costs actually incurred by the Supplier (including the purchase of components or work already commenced), are determined by the Parties in the Specification or in a separate written agreement.
10. Confidentiality
10.1. The Parties undertake not to disclose to third parties any commercial, technical, or other information obtained during the negotiation and performance of an order (including drawings, specifications, and pricing terms), except as required by applicable law or with the prior written consent of the other Party.
10.2. The confidentiality obligations set out in this Section remain effective for five (5) years after completion of the relevant order, unless otherwise agreed by the Parties in writing.
11. Intellectual Property
11.1. All drawings, technical documentation, calculations, software, commercial proposals, and other materials developed or provided by the Supplier in connection with an order remain the exclusive intellectual property of the Supplier and may not be copied, reproduced, modified, reverse engineered, disclosed, or used by the Customer for any purpose other than the installation and operation of the delivered equipment, without the Supplier’s prior written consent.
11.2. Nothing in these Terms transfers any intellectual property rights in the Supplier’s equipment, designs, or technical solutions to the Customer, except as expressly agreed in writing in the relevant Specification or Supply Contract.
12. Export Control and Compliance
12.1. The Customer confirms that the equipment purchased under these Terms will not be used for any purpose prohibited by applicable export control laws, international sanctions, or embargoes, and will not be re-exported, directly or indirectly, to any country, entity, or person subject to applicable trade restrictions, without the necessary authorizations.
12.2. The Customer shall obtain, at its own expense, all import permits, licenses, and governmental approvals required in the destination country for the receipt, installation, and operation of the equipment.
12.3. Each Party shall comply with applicable anti-bribery, anti-corruption, export control, and sanctions laws and regulations in connection with the performance of any order under these Terms.
12.4. The Supplier reserves the right to decline or suspend the performance of an order, including where performance would expose the Supplier to a sanctions risk, or where there are reasonable grounds to believe that such performance would violate applicable export control, sanctions, or anti-corruption regulations.
13. Rights and Obligations of the Parties
The Supplier undertakes to:
- provide the Customer with accurate information about the equipment and Services;
- manufacture and/or deliver the equipment in accordance with the agreed Specification;
- fulfil its warranty obligations in the cases established herein.
The Customer undertakes to:
- provide accurate data and technical requirements necessary to place the order;
- make payment in a timely manner in accordance with the agreed terms;
- accept the equipment in the manner and within the timeframe agreed by the Parties;
- ensure that installation, operation, and maintenance of the equipment are carried out strictly in accordance with the Supplier’s manuals and instructions.
14. Liability of the Parties
14.1. For non-performance or improper performance of obligations arising under these Terms, the Specification, or the Supply Contract, the Parties shall be liable in accordance with applicable law and the terms of the relevant Specification or contract.
14.2. Except as otherwise required by mandatory applicable law, the Supplier shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profit, loss of production, or business interruption, arising out of or in connection with an order or these Terms.
14.3. Except in cases of wilful misconduct or gross negligence, or as otherwise required by mandatory applicable law, the Supplier’s total aggregate liability arising out of or in connection with an order shall not exceed the contract price of the relevant equipment as stated in the Specification.
15. Force Majeure
15.1. Neither Party shall be liable for any failure or delay in the performance of its obligations if such failure or delay results from circumstances beyond its reasonable control, including but not limited to natural disasters, military actions, acts of terrorism, mobilization measures, power supply disruptions, actions of government authorities, or actions of carriers (a “Force Majeure Event”).
15.2. The affected Party shall notify the other Party of a Force Majeure Event without undue delay and shall use reasonable efforts to mitigate its effects. The performance of the affected obligations shall be suspended for the duration of the Force Majeure Event.
16. Data Processing
16.1. Processing of the Customer’s personal data by the Supplier is carried out in accordance with the Supplier’s Privacy Policy, published on the Website, including, where applicable, the requirements of the EU General Data Protection Regulation (GDPR). Use of the Website is also governed by the Website’s Terms of Use.
17. Entire Agreement
17.1. These Terms, together with the relevant Supply Contract and the Specification thereto, constitute the entire agreement between the Parties regarding the relevant order and supersede all prior negotiations, representations, and communications relating thereto.
18. Severability
18.1. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the original intent of the Parties.
19. Assignment
19.1. The Customer may not assign, transfer, or delegate any of its rights or obligations under these Terms, the Supply Contract, or the Specification without the Supplier’s prior written consent.
19.2. The Supplier may assign or transfer its rights and obligations under these Terms, in whole or in part, to an affiliated company or in connection with a merger, reorganization, or sale of its business, without the Customer’s consent.
20. Survival
20.1. The provisions of Section 10 (Confidentiality), Section 11 (Intellectual Property), Section 14 (Liability of the Parties), Section 23 (Governing Law and Dispute Resolution), and any other provision which by its nature is intended to survive, shall survive the termination, expiration, or completion of any Supply Contract concluded under these Terms.
21. Notices
21.1. All notices relating to an order shall be made in writing by e-mail or another communication channel agreed by the Parties, and shall be sent to the contact details specified in the Supply Contract or Specification, or to the Supplier’s official contact details set out in Section 25 below.
21.2. Electronic communications, electronic exchange of documents, and electronic signatures (including through commonly used electronic document management systems) shall have the same legal effect as documents executed on paper, to the extent permitted by applicable law.
22. Term and Amendments to these Terms
22.1. These Terms are valid indefinitely until withdrawn by the Supplier.
22.2. The Supplier reserves the right to amend these Terms by publishing an updated version on its Website. Such amendments do not apply to orders for which a Specification has already been agreed by the Parties prior to the date of the amendment.
23. Governing Law and Dispute Resolution
23.1. These Terms and any Supply Contract concluded on their basis are governed by the laws of Ukraine, including the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980, CISG), to the extent applicable and unless expressly excluded in the relevant Specification or Supply Contract.
23.2. Any dispute, controversy, or claim arising out of or relating to these Terms or any Supply Contract concluded on their basis, including its conclusion, interpretation, performance, breach, termination, or invalidity, shall be finally resolved by the International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry (ICAC at UCCI) in Kyiv, Ukraine, in accordance with its Rules. The language of the arbitration proceedings shall be English, unless otherwise agreed by the Parties.
23.3. Nothing in this Section prevents the Parties from agreeing in writing, in a specific Specification or Supply Contract, on a different dispute resolution mechanism or governing law for that particular order.
24. Language of the Document
24.1. This English-language version of these General Terms and Conditions of Sale and Supply is the original and prevails for all purposes. Any translation of this document into other languages (including Czech) is provided for the convenience of the Supplier’s international partners. In the event of any discrepancy or inconsistency between the English version and a translated version, the English version shall prevail.
25. Supplier’s Details
Full name: Joint Ukrainian-German Enterprise in the form of a Limited Liability Company “Techservice WEKO and Partner GmbH” Short name: Techservice WEKO LLC (TWEKO) Country: Ukraine EDRPOU code (Ukraine): 14345854 Tax Identification Number: 143458526102 VAT ID: 100228236 Registered (legal) address: office 182, 7/14 Bohomoltsia str., Kyiv, 01024, Ukraine Actual office address: office 207, 208, 216, 8 Almatynska str., Kyiv, 02090, Ukraine Director: Oleksii Svidro Bank account (IBAN): UA 21 322313 0000002600801284256 [bank name to be confirmed] Website: https://t-weko.com Official e-mail (for legal correspondence): tweko1@gmail.com Sales department phone: +380 (93) 438 49 89 Business hours: Mon–Fri 8:00 AM – 6:00 PM (Kyiv time), Sat–Sun closed