General terms and conditions

Within the meaning of Act No. 89/2012 Coll., the Civil Code, as amended, these General Terms and Conditions (hereinafter the “GTC”) govern the mutual rights and obligations between VALPLAST CZ, spol. s r.o., Company ID 29315379, with its registered office at Vodní 579, 664 62 Hrušovany u Brna, registered under file no. C 77174 at the Regional Court in Brno (hereinafter the “Supplier”), and the customer (hereinafter the “Customer”).

The GTC form an integral part of the relevant Contract, in particular the purchase contract, contract for work, offer or order confirmation, entered into between the Supplier and the Customer (hereinafter the “Contract”).

If the Supplier is not the owner of the Goods delivered and only mediates the transaction, only those provisions of these General Terms and Conditions that are relevant to the given transaction shall apply between the parties mutatis mutandis.

The conclusion 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 may be in paper or electronic form.

In the event of a conflict between the Supplier’s GTC and the Customer’s business terms and conditions, Section 1751 (2) of the Civil Code shall apply. These terms and conditions fully and unconditionally supersede any terms and conditions of the Customer. The Customer’s business terms and conditions do not apply to this contractual relationship.

The designation of the Goods corresponds to the commercial and technical documentation of the Supplier or the Manufacturer. Offers are not binding where they consist of images and descriptions of the Goods. The Supplier or the Manufacturer reserves the right to make technical and design changes, improvements and modifications to the Goods.

All information contained in the offer of the Supplier or the Manufacturer remains the Intellectual Property of the Supplier or the Manufacturer and is considered confidential. Any disclosure of this information to third parties without the prior explicit written consent of the Supplier or the Manufacturer is not permitted. A breach of this provision by the Customer is considered a gross breach of the contractual relationship between the Supplier and the Customer; in such a case the Supplier has the right to withdraw from the Contract and may demand from the Customer a contractual penalty of 50 percent of the agreed purchase price or price of the work, but at least CZK 100,000. This does not affect the Supplier’s right to compensation for damage in full. This confidentiality agreement also applies if no contractual relationship with the Customer is entered into on the basis of 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.

All orders and any changes to them are binding only from the moment they are confirmed in writing by an authorised person of the Supplier or, where applicable, the Manufacturer. These GTC always form part of the order confirmation, and the Customer expresses its unconditional consent to them. The Customer also expresses its consent to these GTC, among other things, by accepting the Goods from the Supplier or, where applicable, the Manufacturer, or in any similar implied manner.

Prices are based on the recommended prices of the Manufacturer of the Goods. The preferred currency is EUR; alternatively, a price in CZK may be agreed using the foreign exchange selling rate of Komerční banka, a.s., with its registered office at Na Příkopě 33, No. 969, 114 07 Prague 1, Company ID 45317054. Other currencies are not preferred unless explicitly stated otherwise. The current VAT rate or customs duty, as applicable, must be added to the price in accordance with the tax and customs regulations in force.

Delivery terms are governed by INCOTERMS 2021. The price is always calculated on an EXW basis, i.e. at the Manufacturer’s production plant, and does not include costs associated with transport, packaging and insurance. Any deviation from these delivery terms must be set out in writing in the contractual relationship between the Supplier and the Customer.

Unless otherwise set out in writing in the contractual relationship between the Supplier and the Customer, the standard payment terms are as follows: 30% of the price – advance payment when ordering the Goods, 60% of the price – advance payment before delivery of the Goods, 10% of the price – final payment after delivery of the Goods, all payable within 14 days net. Payment means the crediting of the full invoiced amount to the Supplier’s account. Any fees associated with the transfer are borne by the Customer. If the Customer refuses to accept the Goods, fails to cooperate in the delivery or does not collect the Goods although the Supplier has enabled it to do so, the Goods are deemed to have been delivered and the Supplier is entitled to invoice the remainder of the purchase price. If the Customer does not accept the Goods even within 30 days of the moment when it should have accepted them, the Customer is obliged to pay the Supplier a contractual penalty of 30% of the purchase price of the Goods, and the Supplier is at the same time entitled to withdraw from the Contract.

If the Customer is in delay with payment of the price for 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, including each commenced day. This contractual penalty does not affect the Supplier’s claim to compensation for damage in full or to default interest.

If the Customer orders Goods but does not take them, the Customer will be charged all associated costs, such as a wasted trip by the carrier and storage of the Goods until their delivery. Storage of the Goods will be charged at 0.3% of the price of the Goods for each day of delay, including each commenced day. Goods stored in this way will be released to the Customer only after full 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 this clause 3.5. If the Customer is in delay with payment under the request sent to it, 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 in delay with delivery.

The Supplier and the Customer have agreed that, within their contractual relationships, only undisputed receivables or receivables awarded to the Customer by a final and enforceable court decision may be set off against the Supplier. The Customer and the Supplier have further agreed that, within their contractual relationships, all receivables, whether due or not yet due, may be set off against the Customer, irrespective of whether they may be time-barred.

Compliance with the delivery period is conditional on the timely receipt of the order, the Contract or any other necessary documents from the Customer, as well as on compliance with the agreed payment terms or other obligations and on ensuring that the place of delivery and installation of the Goods is ready, if this is necessary for commissioning them. If these conditions are not fulfilled in time and properly, the delivery periods will be extended accordingly and the Supplier cannot be in delay with the delivery of the Goods until the extended period has expired.

The Supplier can bindingly confirm the delivery date of the Goods only after the delivery date has been bindingly confirmed by the Manufacturer/supplier of the Goods, most often a foreign one. Unless otherwise agreed in writing, the delivery period means the availability of the Goods in the warehouse of the Manufacturer/supplier.

If the Supplier is in delay with the delivery of the Goods, it may inform the Customer of a reasonable additional period for delivery of the Goods. A change in the delivery period does not entitle the Customer to compensation for damage or to a contractual penalty.

The Supplier cannot be in delay in the event of obstacles to its performance caused by force majeure which the Supplier is unable to influence however hard it tries; in such a case no delay occurs on its part. Force majeure includes, for example, fire, floods, pandemics, closures and lockdowns resulting from pandemics, wars and similar conflicts, impossibility of performance, delays of the Supplier’s subcontractors and any operational shutdown 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 harm caused thereby, nor is the Customer entitled to a contractual penalty for delay in delivery of the Goods. It is irrelevant whether such a cause already existed at the time the Contract was entered into, could have existed or arose later, and whether it could have been foreseen by either party when signing the Contract.

If the Goods are not delivered to the Supplier by the Manufacturer or subcontractors, the Supplier reserves the right to a reasonable extension of the delivery period or to unilateral withdrawal from the Contract, without giving rise to any claims of the Customer against the Supplier other than the return of performance already provided. The Supplier will inform the Customer of such a situation without delay.

Unless otherwise stated in the Contract, the Goods are delivered by the Supplier by handing them over to the first carrier for transport to the Customer. If the nature of the delivery requires installation and commissioning of the Goods and this has been agreed between the Customer and the Supplier, the delivery is deemed completed on the date the handover protocol is signed by the Customer.

If the Customer refuses to sign the handover protocol although the Supplier has fulfilled its obligations under the Contract (the equipment is functional and fulfils its purpose) or was ready to fulfil them, the handover is deemed to have taken place on the day the signature of the handover protocol was refused. The delivery of the Goods is also deemed formally handed over and free of defects if the Customer has started to use the subject of the delivery. Defects and unfinished work that do not prevent safe operation are not a reason for the Customer to refuse to accept the Goods.

Retention of title – the Goods remain the property of the Supplier even after the Contract has come into force and effect and after the Goods have been handed over 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 asserted by the Supplier against the Customer on the basis of their mutual contractual relationships, including payment of any contractual penalties and outstanding obligations from previous contractual relationships between the Supplier and the Customer.

During the period of retention of title, the Customer is not entitled to pledge such Goods to a third party or to dispose of them in this respect in any way. If such Goods are detained, seized or otherwise disposed of by a third party, the Customer is obliged to notify the third party of this situation (retention of title) and to inform the Supplier without delay.

If the Customer breaches its obligations under the contractual relationship between the Supplier and the Customer, in particular if the Customer is in delay with the payment of its financial obligations, the Supplier is entitled to demand the return of the Goods subject to retention of title, even without withdrawing from the Contract. In such a case, the Customer is obliged, at its own expense and at the Supplier’s request, to hand over the Goods to the Supplier without delay, either by delivering them directly to the Supplier’s warehouse or by handing them over to a carrier or other person authorised by the Supplier to deliver the Goods to the Supplier’s warehouse, within seven days of receipt of such a request. Otherwise, the Customer is obliged to pay the Supplier a contractual penalty of 2 percent of the price of the 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 to compensation for damage in full); at the same time, the Customer is deemed to give its permission for the Supplier itself to remove the Goods in question, at the Customer’s expense, from the place where the Customer has placed them.

The risk of damage to the Goods passes to the Customer upon handover of the Goods to the first carrier at the warehouse of the Supplier or, where applicable, the Manufacturer, in accordance with Section 2123 of the Civil Code, unless expressly agreed otherwise and confirmed by the Supplier.

The Supplier reserves the right to make partial deliveries within the overall order and to charge the costs associated with their transport and packaging separately.

The Customer undertakes to provide its economic data to the Supplier, if requested, within seven days of receipt of such a request. This mainly includes the balance sheet, profit and loss statement, cash flow statement and auditor’s report, if available. The Supplier may request this information 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 it 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, in particular, the commencement of insolvency proceedings, a decision on insolvency, or the initiation of any litigation, arbitration or administrative proceedings against the Customer that could jeopardise the Customer’s payment obligations. If the Customer fails to meet this obligation to provide the above information, the Supplier is entitled to withdraw from the 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 hand over the Goods to the Supplier without delay, either by delivering them directly to the Supplier’s warehouse or by handing them over to a carrier or other person authorised by the Supplier to deliver the Goods to the Supplier’s warehouse, within seven days of receipt of such a request. Otherwise, the Customer is obliged to pay the Supplier a contractual penalty of 2 percent of the price of the unreturned Goods per day (this does not affect the Supplier’s claim to compensation for damage in full) until they are accepted by the Supplier, but at least CZK 50,000; at the same time, the Customer is deemed to give its permission for the Supplier itself to remove the Goods in question, at the Customer’s expense, from the place where the Customer has placed them.

At the Supplier’s request, the Customer is obliged, within seven days of receipt of the Supplier’s request, to issue a blank promissory note to the order of the Supplier, without protest, with the due date and the amount left blank, securing the Customer’s obligations under this contract. If the Customer fails to meet this obligation, it is obliged to pay the Supplier a contractual penalty of 2 percent of the unpaid price of the Goods per day, but at least CZK 50,000 (this does not affect the Supplier’s claim to compensation for damage in full), and at the same time the Customer is deemed to give its permission for the Supplier itself to remove the Goods in question, at the Customer’s expense, from the place where the Customer has placed them. In such a case, the Supplier is also entitled to withdraw from the contract with immediate effect. The issuance of such a promissory note does not exclude the Supplier’s right to demand the return of the Goods delivered at the same time.

If the Customer fails to fulfil any of its obligations under this contract properly and on time, the Supplier is entitled to fill in the amount and due date of the promissory note and to present it for payment. As the due date, the Supplier may fill in any date following the day on which the Customer fell into delay with the fulfilment of any of its obligations under this contract. As the amount, the Supplier may fill in the total amount of the obligations with which the Customer is in delay, or a lower amount.

If so stipulated by the Contract, the Supplier will install, assemble and commission the Goods. The Customer is then obliged to ensure, in good time, the construction and technical readiness and cooperation for the delivery and commissioning of the equipment, including the disposal of packaging used and waste generated during installation. These conditions are defined in more detail in the directive “Framework Terms and Conditions for Assembly of VALPLAST CZ, spol. s r.o.”, freely available on the Supplier’s website (https://valplast.sk/cs/vseobecne-obchodni-podminky) or on request from the Supplier’s service department, or in a similar regulation of the Manufacturer.

If the installation, assembly and commissioning are delayed due to circumstances on the part of the Customer which the Supplier cannot influence and for which the Supplier is therefore not responsible, the Customer shall bear, to the corresponding extent, the Supplier’s costs incurred in connection with waiting or necessary additional trips of the Supplier or the assembly personnel.

Where installation, assembly and commissioning are carried out by the Supplier or, where applicable, the Manufacturer, the Customer is not entitled to unpack the delivered Goods without the presence of a person authorised by the Supplier or, where applicable, the Manufacturer to carry out the installation, assembly and commissioning, unless the Supplier and the Customer have agreed otherwise. If the Customer nevertheless does so, it completely loses its rights arising from liability for defects of the delivery and its rights under the contractual warranty. The Customer has the right to check the integrity of the packaging upon delivery of the Goods; later complaints will not be taken into account in such a case.

A warranty is provided for the Goods or Work for the period specified in the Contract. Unless otherwise agreed in the Contract, no contractual warranty is provided to the Customer for the delivered Goods or Work.

For Goods sold at a lower than usual price or for NTP materials, any contractual warranty does not cover the defects for which the lower price was agreed. In the case of used items, the Supplier is not liable for defects corresponding to the degree of use or wear and tear the Goods had when accepted by the Customer.

Unless the parties expressly agree otherwise in writing in a specific case, the Supplier is obliged to remedy a defect within 180 days of its notification.

Excluded from the warranty are defects in deliveries caused by unprofessional or unauthorised intervention by the Customer or third parties, and defects for which it has not been proven that they were caused by the use of defective material, faulty design or incomplete workmanship. Also excluded are defects of components of machinery and technological equipment that are subject to natural wear, as well as defects caused by natural wear, incorrect maintenance, non-compliance with operating instructions, excessive stress, improper storage, use of unsuitable operating resources and conditions, chemical and electrolytic influences, atmospheric disturbances, construction and assembly work by persons other than the Supplier or, where applicable, the Manufacturer or persons authorised by them, and all other causes not attributable to the Supplier or, where applicable, the Manufacturer. The warranty also does not cover any materials supplied by the Customer or design solutions used by the Customer and the resulting safety and functionality of the deliveries. For products and Goods of third parties delivered by the Supplier, the Supplier is liable only within the scope of the warranty conditions of such third parties. No right to make a complaint arises in the case of insignificant deviations from the agreed properties or standards, or in the case of a negligible limitation of the usability of the Goods. For Goods requiring professional installation, the warranty applies only to Goods installed by the Supplier or, where applicable, the Manufacturer, or by persons authorised by them.

The usual properties of the materials used are also not considered defects.

Complaints regarding an incomplete delivery of the Goods must be made no later than 3 working days after delivery of the Goods to the Customer. Complaints regarding damage to the Goods during transport and handling must be made to the carrier immediately upon receipt of the Goods; sufficient photographic documentation of the case must be made and a complaint report drawn up with the carrier. The Customer is obliged to inform the Supplier of this fact without delay. Otherwise, such a complaint cannot be accepted.

The Customer is obliged to notify the Supplier of complaints regarding obvious defects of the Goods upon handover of the Goods, and of hidden defects within 3 working days of the moment when the Customer, acting as a prudent manager, should and could have discovered them. Later complaints and claims will not be taken into account.

All complaints must be made in writing (e-mail or registered letter) and the claimed defect must be described in detail.

The Supplier decides exclusively on the method of resolving the complaint.

In the complaint, the Customer must state the type, serial number or batch, quantity and delivery date of the Goods. The contact details of the person authorised on behalf of the Customer to handle 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.

The Supplier or, where applicable, the Manufacturer has the right to investigate on site whether the complaint is justified or not, and the Customer is obliged to allow this.

In the event of a justified complaint, the Customer is not entitled to reimbursement of 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 Manufacturer all costs incurred in connection with the complaint, including travel costs.

In the case of an unjustified complaint, the Customer expressly agrees that the repair of the Goods may be carried out by the Supplier (if the Supplier so decides) at the Customer’s expense according to the Supplier’s price list.

The Customer expressly acknowledges that the Supplier excludes liability for any harm (except for harm caused to a person’s natural rights, or harm caused by the Supplier intentionally or through gross negligence) that the Customer could suffer on the basis of a contract entered into with the Supplier.

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 a postal service provider (at the sender’s choice).

Capitalised terms used in these General Terms and Conditions have the following meanings:

Unless otherwise provided in the preceding parts of the contract, the relevant articles of these common provisions shall apply.

These GTC completely replace any previous version of the Supplier’s GTC.

Changes to the contract are possible only in writing, with the expressions of will of the parties on the same document. All amendments must be numbered chronologically.

All contractual relationships not expressly governed by these GTC are governed exclusively by the law of the Czech Republic. To resolve any disputes between the Customer and the Supplier arising from a specific business relationship, the parties have agreed to use the competent court in Brno, i.e. the District or Regional Court in Brno.

The contract comes into force and effect upon its signature by the parties.

The contract is drawn up in two counterparts, one of which will be received by each party.

A waiver by one party of a particular non-performance by the other party shall not affect that party’s rights in respect of any other non-performance by the other party. Failure by either party to insist on strict performance by the other party shall not constitute a waiver of that party’s rights under this contract.

If one or more provisions of this contract prove to be invalid or unenforceable, the contract as a whole shall remain in force, and only the part directly affected by the reason for invalidity or unenforceability shall be deemed invalid or unenforceable. The parties undertake to replace or supplement such provision(s) with a new contractual arrangement so that the meaning and purpose of this contract are preserved while respecting the will of the parties. Should any provision of this contract come into conflict with the law as a result of the issuance of a generally binding legal regulation, and should this conflict cause the invalidity of this contract as a whole, this contract shall be treated as if it had never contained such a provision, and the parties shall comply with the generally binding legal regulations in this matter.

Any reservation of the Customer to the Supplier’s proposal in the Contract, any amendments or these GTC is expressly considered a counter-proposal and must be approved by the Supplier.

If any facts stated in this contract change on the part of either party (e.g. a change of registered office, bank account, etc.), the party affected by such changes is obliged to notify the other party of them in writing. If it fails to do so, it shall be liable to the other party for the damage incurred.

The parties declare that they agree with the content of the contract and that the contract was drawn up on the basis of their true and free will, was not concluded under duress or on otherwise unilaterally disadvantageous terms, is in accordance with the principles of fair business dealing and corresponds to their expressed will, in witness whereof they attach their signatures.