General terms and conditions
General Terms and Conditions for the
Supply of Goods and Services of VALPLAST CZ, spol. s r.o., Comp. Reg. No.: 29315379
1.
SUBJECT
MATTER
1.1 To the extent of Act No. 89/2012
Coll. of the Civil Code as amended, these General Terms and Conditions
(hereinafter referred to as the “GTC”) regulate the mutual rights and
obligations between the parties VALPLAST CZ, spol. s r.o., Comp. Reg. No. 29315379,
with its registered office at Bohunická 728 / 24a, 619 00 Brno, registered
under file no. C 77174 at the Regional Court in Brno (hereinafter referred to
as the “Supplier”) and the customer (hereinafter referred to as the
“Customer”).
1.2 The GTC form an integral part of the
relevant Contract, including without limitation the purchase contract, contract
for work, offers, order confirmation, entered into between the Supplier and the
Customer (hereinafter referred to as the “Contract”).
1.3 If the Supplier is not the owner of
the Goods delivered and only mediates the given transaction, only those
provisions of these General Terms and Conditions that are relevant for the
given transaction will apply mutatis mutandis between the parties.
1.4 The entering into of all Contracts
between the Supplier and the Customer is governed exclusively by these GTC,
unless otherwise agreed between the parties in writing. Any other business
terms and conditions of the Customer are not binding on the Supplier even if
the Supplier has not explicitly expressed its disagreement with them. Any
previous and future telephone or oral arrangements and assurances are binding
only upon written confirmation by the Supplier. Written confirmation can be in
paper or electronic form.
1.5
In
the event of a conflict between the Supplier’s GTC and the Customer’s business
terms and conditions, the provisions of Section 1751 (2) of the Civil Code will
apply. These Terms and Conditions fully and completely supersede any terms and
conditions of the Customer. The Customer’s business terms and conditions do not
apply in this contractual relationship.
2.
Offers
2.1 The name of the Goods corresponds to
the commercial and technical documentation of the Supplier or the Manufacturer.
Offers are not binding if they are descriptions and images of the Goods. The
Supplier or the Manufacturer reserves the right to make technical and design
changes, improvements and modifications to the Goods.
2.2 All information contained in the
Supplier’s or Manufacturer’s offer remains the Intellectual Property of the
Supplier or the Manufacturer and is considered confidential. Any communication
of this information to third parties without the prior explicit and written
consent of the Supplier or the Manufacturer is not permitted. Breach of this
provision by the Customer is considered a gross breach of the contractual
relationship between the Supplier and the Customer, and the Supplier has the
right to withdraw from the Contract and may demand a contractual penalty to be
paid by the Customer, amounting to 50 percent of the agreed purchase price or
price of the work, but at least 100,000 CZK. However, this does not affect the
Supplier’s right to compensation for damages in full. This agreement on the
confidentiality of information also applies in the event that a contractual
relationship with the Customer is not entered into under the Supplier’s offer.
In such a case, any benefit to the Customer arising from the unauthorised use
of this confidential information belongs to the Supplier in full. This does not
affect the above contractual penalty in any way.
2.3 All orders and any changes to them
are binding only from the moment when they are confirmed in writing by an
authorised person of the Supplier or the Manufacturer. These GTC are always
part of the order confirmation, and the Customer expresses its unconditional
consent to them. The Customer expresses its consent to these GTC, inter alia,
by accepting the Goods from the Supplier or, where applicable, the Manufacturer
or in any similar implicit manner.
3.
Purchase
Price, Payment and Delivery Terms and Conditions
3.1 Prices are based on the
Manufacturer’s recommended prices of the Goods. The preferred currency is EUR,
or the price in CZK can be agreed by currency conversion – sale at Komerční
banka, a.s., with its registered office in Prague 1, Na Příkopě 33, No. 969,
postcode 114 07, Comp. Reg. No. number 45317054. Other currencies are not
preferred unless explicitly stated otherwise. It is necessary to add the
current VAT rate or customs duty to the price under the tax and customs laws
and regulations in force.
3.2 The delivery terms and conditions
are governed by INCOTERMS 2021. The price is always calculated using the EXW
parity, i.e. in the production plant of the Manufacturer and does not include
any costs associated with transport, packaging and insurance. Any deviation
from these delivery terms and conditions must be enshrined in writing in the
contractual relationship between the Supplier and the Customer.
3.3 The Standard Terms and Conditions of
Payment, unless otherwise enshrined in writing in the contractual relationship
between the Supplier and the Customer, are set out as follows: 30% of the price
– advance when ordering the Goods, 60% of the price – advance before delivery
of the Goods, 10% of the price – surcharge after delivery of the Goods, all
with a maturity of 14 days net. Payment means crediting a payment to the
Supplier’s account in the full invoiced amount. Any fees associated with the
transfer of the amount are borne by the Customer. If the Customer refuses to
accept the goods, or does not cooperate during the delivery or does not collect
the goods, even if the Supplier allows it, it is deemed that the Goods have
been delivered and the Supplier is entitled to charge the remainder of the
purchase price. If the Customer does not accept the Goods even 30 days from the
moment when it should have accepted the Goods, the Customer is obliged to pay
the Supplier a Contractual Penalty of 30% of the purchase price of the Goods
and, at the same time, the Supplier is entitled to withdraw from the Contract.
3.4 In the event of the Customer’s delay
in paying the price for the performance under a Contract entered into with the
Supplier, the Customer is obliged to pay the Supplier a contractual penalty of
0.05% of the amount due for each day of delay. This contractual penalty does
not affect the Supplier’s claim for damages in full or default interest.
3.5 In the event of ordering and
non-taking of the Goods by the Customer, the Customer will be charged for all
costs associated with this, such as unfulfilled delivery and/or storage of the
Goods until the delivery of the Goods. Storage of the Goods will be charged at
0.3% of the price of the Goods for each commenced day of delay. The Goods thus
stored will be released to the Customer only after complete payment of the full
price of the Goods, including storage and related costs. The Supplier will send
the Customer a request for payment of the amount due. The tax document will
then be issued after full payment of the full price of the Goods, including the
costs specified in clause 3.5. In the event of any delay in payment under a
request for payment sent to the Customer, the Supplier is entitled to sell the
Goods to another interested party. The Goods will be re-ordered and delivered
to the original Customer at the earliest after payment of the advance invoice.
In such a case, the Supplier is not delayed in the delivery.
3.6 The Supplier and the Customer have
agreed that within their contractual relationships, only undisputed receivables
or receivables that have been granted to the Customer by a final and
enforceable court decision are offset against the Supplier. The Customer and
the Supplier have further agreed that within their contractual relationships,
all due and outstanding receivables are offset against the Customer regardless
of their possible statute of limitations.
4.
Performance Times, Delivery Time and Method of
Delivery
4.1 In order to comply with the delivery
date, timely receipt of the order, Contract or any other necessary documents
from the Customer is a prerequisite, as is compliance with the agreed payment
terms and conditions or any other obligations, just as ensuring the readiness
of the place for delivery and installation of the Goods, if this is necessary
to commission them. If these prerequisites are not fulfilled in time and
properly, the delivery dates will be extended proportionately and the Supplier
cannot be in delay with the delivery of the Goods until the expiry of the
extended delivery date.
4.2 Binding confirmation of the delivery
date of the Goods by the Supplier is possible only after binding confirmation
of the delivery date of the Goods, most often by a foreign
Manufacturer/Supplier of the Goods. Unless otherwise agreed in writing, the
delivery date means the availability of the Goods in stock of the
Manufacturer/Supplier.
4.3 If the Supplier is in delay with the
delivery of the Goods, it may inform the Customer of a reasonable additional
date for the delivery of the Goods. The change of the delivery date does not
entitle the Customer to damages or a contractual penalty.
4.4 The Supplier may not be in delay in
the event of obstacles in its performance caused by force majeure which, no
matter how hard the Supplier tries, is not able to affect, in which case the Supplier
will not be in delay. Force majeure
includes, for example, fires, floods, pandemics, closures and lockdowns
resulting from pandemics, wars and similar conflicts, inability to perform,
delays by the Supplier’s subcontractors and any downtime on the part of the
Supplier or the Manufacturer. In the event of force majeure, the Customer is
not entitled to claim compensation for damage or other damage caused thereby,
nor is the Customer entitled to a contractual penalty for delay in delivery of
the Goods. At the same time, it is irrelevant whether at the time of entering
into the Contract such a cause already existed, could have existed or occurred
later and whether it could have been foreseeable by one of the parties when
signing the Contract.
4.5 In the event of non-delivery of the
Goods to the Supplier by the Manufacturer or subcontractors, the Supplier
reserves the right to a reasonable extension of the delivery date or unilateral
withdrawal from the Contract without any Customer’s claims against the Supplier
except for the return of performance already provided. The Customer will be
immediately informed of such a condition by the Supplier.
4.6 Unless otherwise stated in the
Contract, the Goods are delivered by the Supplier by handing them over to the
first carrier for the purpose of their transport for the Customer. If the
nature of the delivery requires the installation of the Goods and commissioning
and it is agreed between the Customer and the Supplier, the delivery is deemed
to be completed when the acceptance certificate is signed by the Customer.
4.7 If the Customer refuses to sign the
acceptance certificate, even though the Supplier has fulfilled its obligations
under the Contract (the device is functional and fulfils its purpose), or was
ready to fulfil them, the acceptance is considered to have taken place on the
day of refusing to sign the acceptance certificate. The delivery of the Goods
is also considered delivered officially and without defects if the Customer has
started to use the subject-matter of the delivery. Defects and unfinished work
that do not prevent safe operation are not a reason for the Customer not to
accept the Goods.
5.
Retention
of Title and Passing of the Risk of Damage
5.1 Retention of title – the Goods
remain the property of the Supplier even after the Contract comes into force
and effect, and after the Goods have been delivered to the Customer. Ownership
of the Goods passes to the Customer at the earliest upon payment of their full
price and fulfilment of all claims made by the Supplier against the Customer on
the basis of contractual relationships, including payment of any contractual
penalties and unpaid obligations from previous contractual relationships
between the Supplier and the Customer.
5.2 During the period of retention of
ownership, the Customer is not entitled to pledge such Goods to a third party
and manipulate them in this regard in any way. The Customer is obliged to
notify the third party of this condition (retention of ownership) when such
Goods are seized, confiscated or otherwise disposed of by a third party, and to
inform the Supplier immediately.
5.3 If the Customer breaches the
obligations under the contractual relationship between the Supplier and the
Customer, especially if the Customer is in delay with the payment of its financial
obligations, the Supplier is entitled to demand the return of such Goods
subject to retention of the title to the Supplier, even without being necessary
to withdraw from the Contract. In such a case, the Customer is obliged, at its
own expense and at the Supplier’s request, to give the Goods to the Supplier
without delay by delivering them directly to the Supplier’s warehouse or giving
them to a carrier or any other person authorised by the Supplier to deliver the
Goods to the Supplier’s warehouse within seven days of notice. Otherwise, the
Customer is obliged to pay the Supplier a contractual penalty of 2 percent of
the price of unreturned goods per day, until they are accepted by the Supplier,
but at least CZK 50,000 (this does not affect the Supplier’s claim for damages
in full); and at the same time it is deemed that the Customer gives permission
for the Supplier to take the Goods in question from the place where the
Customer placed the Goods at the Customer’s expense.
5.4 The risk of damage to the Goods
passes to the Customer by handing over the Goods to the first carrier at the
Supplier’s or, where applicable, the Manufacturer’s warehouse in accordance
with Section 2123 of the Civil Code, unless expressly agreed and confirmed
otherwise by the Supplier.
5.5 The Supplier reserves the right to
make partial deliveries within the total order and to charge the costs
associated with their transport and packaging separately.
5.6 The Customer undertakes to provide
its economic data to the Supplier, if requested, within seven days of receipt
of such a request by the Customer. These are mainly the balance sheet, profit
and loss statement, cash flow and auditor’s report, if available. This
information may be requested by the Supplier in order to assess the Customer’s
ability to meet its payment obligations. In such a case, the Supplier
undertakes to treat this information as Confidential Information and not to
disclose such information to third parties. The Customer is also obliged to
inform the Supplier without undue delay of any fact that could endanger the
financial stability of the Customer and its ability to fulfil the obligations
arising from the Contracts entered into with the Supplier. Such facts include,
including without limitation, the commencement of insolvency proceedings,
declarations of being insolvent, the initiation of any litigation, arbitration
or administrative proceedings against the Customer which could result in a
threat to the Customer’s payment obligations. In the event that the Customer
does not meet this obligation to provide the above information, the Supplier is
entitled to withdraw from this Contract and take back all Goods delivered. In
such a case, the Customer is obliged, at its own expense and at the Supplier’s
request, to give the Goods to the Supplier without delay by delivering them
directly to the Supplier’s warehouse or giving them to a carrier or any other
person authorised by the Supplier to deliver the Goods to the Supplier’s
warehouse within seven days of notice. Otherwise, the Customer is obliged to
pay the Supplier a contractual penalty of 2 per cent of the price of the
unreturned Goods per day (this does not affect the Supplier’s claim for damages
in full), until it is accepted by the Supplier, but at least CZK 50,000, and at
the same time it is deemed that the Customer gives permission for the Supplier
to take the Goods in question from the place where the Customer placed the
Goods at the Customer’s expense.
6.
Bill
of Exchange
6.1 At the Supplier’s request, the
Customer is obliged to issue a promissory blank bill of exchange issued for the
Supplier, without protest, without a specified due date and the bill of
exchange amount which secures the Customer’s obligations specified in this
Contract within seven days from the delivery of the Supplier’s invitation. If
failing to meet this obligation, the Customer is obliged to pay the Supplier a
contractual penalty of 2 per cent of the unpaid price of the Goods per day, but
at least CZK 50,000 (this does not affect the Supplier’s claim for damages in
full) and at the same time it is deemed that the Customer gives permission for
the Supplier to collect the Goods in question from the place where the Customer
placed the Goods at the Customer’s expense. At the same time, the Supplier is
entitled to withdraw from the Contract immediately in such a case. The issuance
of such a bill of exchange does not exclude the right of the Supplier to
simultaneously demand the return of the Goods delivered.
6.2 If the Customer fails to meet any of
the obligations under this Contract properly and on time, the Supplier is
entitled to fill in the bill of exchange amount, due date and apply the bill of
exchange. The Supplier is entitled to fill in any date as the due date
following the day on which the Customer became delayed in fulfilling any of its
obligations under this Contract. As a bill of exchange amount, the Supplier is
entitled to fill in the total amount of the obligation, the fulfilment of which
the Customer is in arrears or even a lower amount.
7.
Installation,
Assembly, Commissioning
7.1 If stipulated by the Contract, the
Supplier will install, assemble and commission the Goods. The Customer is
obliged to ensure timely construction and technical readiness and cooperation
for the delivery and commissioning of the device, including the disposal of
packaging used and waste generated during the installation. Such terms and
conditions are defined in more detail in the Directive “Framework Terms and
Conditions for Assembly of VALPLAST CZ, spol. s r.o.”, freely accessible on the
Supplier’s website (https://valplast.sk/cs/vseobecne-obchodni-podminky) or available on request from the
Supplier’s service department, or a similar Manufacturer’s regulation.
7.2 If the installation, assembly and
commissioning are delayed due to the Customer’s circumstances and which the
Supplier cannot influence and for which the Supplier is therefore not liable,
the Customer bears the Supplier’s costs incurred in connection with waiting or necessary
additional trips of the Supplier or assembly personnel.
7.3
If
the installation, assembly and commissioning is made by the Supplier or, where
applicable, by the Manufacturer, the Customer is not entitled to unpack the
Goods delivered without the presence of a person authorised by the Supplier or,
where applicable, the Manufacturer to perform the installation, assembly and
commissioning, unless otherwise agreed between the Supplier and the Customer.
If the Customer does so despite this, it completely loses the rights from the
liability for defects of the Delivery and the rights from the contractual
warranty. The Customer has the right to check the integrity of the packaging
upon delivery of the Goods, in which case later complaints will not be taken into
account.
8.
Rights from Liability for Defects, Warranty,
Complaints
8.1 The length of the warranty period on
Goods or Work is defined in the Contract. Unless otherwise agreed in the
Contract, the contractual warranty for the Goods or Work delivered is not provided
to the Customer.
8.2 For Goods sold at a price lower than
usual or for NTP materials, any contractual warranty does not apply to defects
for which a lower price has been agreed. In the case of used items, the
Supplier is not liable for defects corresponding to the degree of use or wear
and tear that the Goods had when accepted by the Customer.
8.3 Unless the parties expressly agree
otherwise in writing in a specific case, the Supplier is obliged to remedy
defects within 180 days of its notification.
8.5 The usual properties of the
materials used are also not considered defects.
8.6 Complaints due to incomplete
delivery of the Goods must be made no later than 3 working days from the
delivery of the Goods to the Customer. Complaints due to damage to the Goods
during transport and handling must be made to the carrier immediately upon
receipt of the Goods, it is necessary to make sufficient photo documentation of
the case and to write a complaint report with the carrier. The Customer is
obliged to immediately inform the Supplier of the fact. Otherwise, such a
complaint cannot be settled.
8.7 The Customer is obliged to report
the complaint due to obvious defects of the Goods to the Supplier upon delivery
of the Goods, for hidden defects within 3 working days from the moment when the
Customer had and could have found out the defects as a prudent manager. Any
subsequent complaints and claims will not be taken into account.
8.8 All complaints made must be in
writing (email or registered letter), and the claimed defect must be described
in detail.
8.9 The Supplier decides exclusively on
the method of resolving the complaint.
8.10 The Customer must state the type,
serial number or batch, quantity and delivery date of the Goods in the letter
of complaint. The contact details of the person authorised to resolve the
complaint in question must also be provided. A complaint that does not contain
the information stated in the previous sentences of this article is not
considered proper, and the Supplier does not have to take it into account.
8.11 The Supplier or, where applicable,
the Manufacturer has the right to investigate on the spot whether the complaint
is justified or not, and the Customer is obliged to allow them to do so.
8.12 In the event of a justified
complaint, the Customer is not entitled to compensation for any of its costs
associated with the complaint. If the complaint is found to be unjustified, the
Customer is obliged to pay the Supplier or, where applicable, the Manufacturers
all their costs incurred in connection with the complaint, including travel
costs.
8.13 In the event of an unjustified
complaint, the Customer expressly agrees that the repair of the Goods should be
carried out by the Supplier (if the Supplier so decides) on the Customer’s
account according to the Supplier’s price list.
8.14 The Customer expressly acknowledges
that the Supplier excludes liability for any damage (except for the detriment
to a person’s natural rights, or caused by the Supplier intentionally or
through gross negligence) which could occur under a contract with the Supplier
at the Customer’s.
9.
Delivery
9.1 Unless otherwise agreed, all
correspondence relating to the Contract must be delivered to the other party in
writing; by e-mail, in person or by registered mail through the postal service
provider (according to the sender’s choice).
9.2 The message is delivered:
a)
In
case of delivery by e-mail, at the moment of its receipt, if such acceptance is
confirmed electronically to the sender by the addressee or by reply to the sent
email;
b)
In
the case of delivery in person or through a postal service provider, the communication
is delivered no later than the third working day after sending, including
refusal to accept the consignment if the addressee (or the person authorised to
accept the consignment on its behalf) refuses to accept the consignment.
d) Via the data box
10.
Definitions
10.1 Capitalised terms used in these
General Terms and Conditions have the following meanings:
10.2 Customer: A natural or legal person
who directly or indirectly procures Goods of the Supplier or, where applicable,
the Manufacturer, or with whom the Supplier has negotiated or entered into a
Contract
Supplier: VALPLAST CZ, spol. s r.o., Comp. Id. No.: 29315379
Manufacturer: Supplier’s subcontractor or most often a foreign manufacturer of
the Goods, the sale or assembly, installation, commissioning, service of which
is contractually provided or mediated by the Supplier in its business
territory.
Goods: Products of the Manufacturer or the Supplier and their subcontractors
which are the subject matter of the Contract and all services performed by the
Supplier or the Manufacturer in this context.
Confidential information: Any information concerning the business
affairs of the Supplier or the Manufacturer, or the Goods which are not freely
available. The obligation to maintain confidentiality continues even after the
expiration of this agreement.
Intellectual property: All technologies, trade secrets, know-how, information,
price lists and any other documentation of the Supplier or the Manufacturer.
11. FINAL PROVISIONS
11.1 Unless otherwise provided in the
preceding parts of the Contract, the relevant articles of these common
provisions will apply.
11.2 These GTC completely replace any
previous version of the Supplier’s GTC.
11.3 Any changes to the Contract are only
possible in writing with the expressions of will of the parties in the same
document. All amendments must be numbered chronologically.
11.4 All contractual relationships that
are not expressly regulated by these GTC are exclusively governed by the law of
the Czech Republic. To resolve all and any disputes between the Customer and
the Supplier arising from a specific business relationship, the parties have
agreed to use the court with jurisdiction in Brno, i.e. District or Regional
Court in Brno.
11.5 The Contract comes into force and
effect upon its signing by the parties.
11.6 The Contract is made in two copies,
one copy of which will be received by each party.
11.7 The waiver by the other party of a
default by one party will not affect that party’s rights in respect of another
default by the other party. Failure by either party to insist on the strict
performance of the other party will not constitute a waiver of that party’s
rights under this Contract.
11.8 If one or more provisions of this
Contract become invalid or unenforceable, the Contract as a whole will remain
in full force, and only that portion of the Contract which is directly related
to the reason for invalidity or unenforceability will be deemed invalid or unenforceable.
The parties undertake to replace or supplement this (these) provision(s) with a
new contractual arrangement so that the meaning and purpose of this Contract is
maintained, while respecting the will of the parties. Should any provision of
this Contract conflict with the law as a result of the issuance of a generally
binding law and regulation and this conflict would invalidate this Contract as
a whole, this Contract will be deemed never to contain such provision, and the
parties will comply with the generally binding laws and regulations in this
matter.
11.9 Any reservation of the Customer to
the Supplier’s proposal in the Contract, any amendments or to these GTC is
expressly considered a counter-proposal and must be approved by the Supplier.
11.10 In the event that any changes to the
facts stated in this Contract occur on the part of one or the other party (e.g.
change of registered office, bank account, etc.), the party incurring such
changes is obliged to notify the other party of such changes in writing. If the
party fails to do so, it will be liable to the other party for the damage
incurred.
11.11 The parties declare that they agree
with the content of the Contract and that the Contract was drawn up as their
true and free will, was not negotiated in distress or under otherwise
unilaterally unfavourable conditions, is in accordance with the principles of
fair trade and that it corresponds to their will, in witness whereof they
attach their signatures.
In Brno on 10 May 2022
VALPLAST CZ, spol. s r.o.
