1. Validity of the General Terms and Conditions
1.these General Terms and Conditions form an integral part of the Master Purchase Agreement No. __________________/order to which they are attached or which refers to them.
1.2. If individual purchase contracts are concluded on the basis of the framework purchase agreement referred to in point 1.1 of these General Terms and Conditions, these General Terms and Conditions shall form an integral part of those individual purchase contracts.
These general terms and conditions also apply to any other purchase contracts concluded between the Seller and RegulTech servis, s.r.o., with registered office at Býšt’ 23, 533 22 Býšt’.
1.4. In the event that the Purchase Contract deviates in its explicit content from the content of these General Terms and Conditions, the provisions of the Purchase Contract shall prevail over the deviating provisions contained in these General Terms and Conditions.
2. Definition of terms
2.1. “Purchase Contract” in these General Terms and Conditions means a purchase contract concluded within the meaning of the framework purchase contract referred to in clause 1.1 of these General Terms and Conditions or an accepted order referred to in clause 1.1 of these General Terms and Conditions or another purchase contract as defined in clause 1.3 of these General Terms and Conditions.
2.2. “Buyer” in these General Terms and Conditions means the entity designated as Buyer in the Purchase Agreement.
2.3. “Seller” in these General Terms and Conditions means the entity designated as Seller in the Purchase Agreement.
2.4. “Goods” in these General Terms and Conditions means the items which the Seller undertakes to deliver to the Buyer in the Purchase Contract.
3. Quantity, quality, design and packaging of the Goods
3.1. The Seller shall deliver to the Buyer the Goods in the quantity specified in the Contract of Sale.
If the Seller delivers to the Buyer a quantity of Goods in excess of that specified in the Purchase Contract, the Purchase Contract shall not be concluded for the excess Goods, even if the Buyer does not reject the excess Goods without undue delay after delivery of the Goods to the Buyer.
3.2. The Seller is obliged to hand over the Goods to the Buyer in the quality and workmanship expressly specified in the Purchase Contract. In the event that the quality or design of the Goods is not expressly specified, even partially, by the Purchase Contract, the Seller is obliged to deliver the Goods to the Buyer in a quality and design that is suitable for the purpose for which the Goods are to be used by the Buyer.
If the Seller does not have sufficient information about the purpose for which the Goods are to be used by the Buyer, the Seller is obliged to request the necessary information from the Buyer in due time about the purpose for which the Goods are to be used.
3.3. For possible transportation, the Seller is obliged to pack or otherwise provide the Goods in a manner expressly provided for in the Purchase Contract. If the manner of packing or other arrangement of the Goods for transport is not expressly provided for in the Contract of Sale, the Seller shall pack or otherwise provide the Goods for transport in a manner necessary for the preservation and protection of the Goods and customary for such Goods in the course of trade.
3.if the Goods are not provided with packaging or otherwise in the manner set out in clause 3.3 of these General Terms and Conditions, this shall be deemed to be a defect for which the Buyer is entitled to refuse to accept the Goods or which the Buyer is entitled, in the event of acceptance of the Goods, to reproach the Seller as a defect and to claim rights under defective performance to the full extent provided by law for defects in goods.
3.5. Together with the Goods, the Seller is obliged to hand over to the Buyer the documents and other documents which are expressly provided for in the Purchase Contract or which are usually handed over with the Goods in question. The Seller is obliged to hand over to the Buyer together with the Goods all documents that the Seller is obliged to prepare according to Act No. 22/1997 Coll., on technical requirements for products, and according to the legal regulations that implement this Act. If the Seller does not hand over these documents and documents to the Buyer, the Goods shall not be deemed to have been duly handed over and the Seller shall be in default in handing over the Goods.
3.for the purposes of clauses 3.1 to 3.5 above, the Purchase Contract shall also mean the drawings and other technical documentation referred to in the Purchase Contract or attached to the Purchase Contract.
4. Place of performance
4.1. The place at which the Seller is obliged to deliver the Goods to the Buyer is set out in the Purchase Contract.
4.2. If the place of delivery of the Goods is not expressly provided for in the Purchase Contract, the place of delivery shall be the registered office of the Buyer. In such a case, the Seller shall fulfil its obligation to deliver the Goods to the Buyer by transporting the Goods to the Buyer’s registered office and delivering them to the Buyer within the performance period set out in the Purchase Contract or these General Terms and Conditions of Delivery.
The time of fulfilment of the Seller’s obligation to hand over the Goods to the Buyer shall be the date of delivery of the Goods.
4.3. The Seller acknowledges that the Buyer shall inspect the Goods to determine whether the Goods are defective or in good condition not immediately upon or after the Seller’s delivery of the Goods, but only when the Buyer needs to use the Goods in the course of its further manufacturing, trading or similar activities.
If the Buyer discovers during such inspection of the Goods that the Goods are defective, the Buyer shall notify the Seller of such defects.
Notification of defects in the Goods made in connection with such inspection of the Goods shall be deemed by the Parties to be timely notice of the defects for the purpose of preserving any rights of the Buyer under the defective performance of the Goods.
5. Term of performance
5.1. the time within which the Goods are to be handed over between the Parties shall be the time fixed for performance.
5.(2) The time for performance is set out in the Contract of Sale.
5.(3) Unless the Contract of Sale expressly provides for a time limit for performance, the Seller shall deliver the Goods to the Buyer within a time limit which is reasonable having regard to the nature of the Goods and the place of delivery.
5.4. The Buyer is obliged to accept the Goods, if the Goods are free from defects, from the Seller within the performance period.
5.5. If the Seller is in delay in fulfilling the obligation to hand over the Goods or part thereof to the Buyer, the Buyer shall be entitled to claim a contractual penalty against the Seller in the amount of 0.3% of the purchase price of the Goods, as set out in the Purchase Contract, for each day of delay in handing over the Goods. This contractual penalty shall in no way affect the Buyer’s right to compensation for damages incurred by the Buyer as a result of the Seller’s breach of its obligation to deliver the Goods to the Buyer in accordance with the Purchase Contract.
5.6. If the Seller does not inform the Buyer of the impending delay in handing over the Goods or part thereof without undue delay after becoming aware of the threat of delay, or at least 10 working days before the handover date set out in the Purchase Contract, the Buyer has the right to claim against the Seller a contractual penalty of CZK 1000 for each day of delay in handing over the Goods. This contractual penalty arrangement is without prejudice to the Buyer’s right to contractual penalty and damages referred to in clause 5.5.
5.7. The Buyer is entitled to unilaterally set off its claims for payment of contractual penalty or compensation for damages incurred against the Seller on the basis of the Purchase Contract including these General Terms and Conditions even if the Seller makes such a claim disputable, whether as to its amount or its existence.
6. Purchase Price
6.(1) The Purchase Price shall be determined by the Purchase Contract.
6.2. Unless otherwise expressly provided in the Contract of Sale, the Purchase Price set out in the Contract shall be exclusive of value added tax and shall include the cost of any packaging or any transportation of the Goods and other similar costs incurred in connection with the delivery of the Goods to the Buyer.
7. Maturity of the purchase price
7.1. The maturity of the Purchase Price is set out in the Purchase Contract.
7.2. In the event that the maturity of the purchase price is not expressly stipulated by the Purchase Contract, the Seller is entitled to issue an invoice – tax document for the purchase price with the due date stipulated by the Purchase Contract at the time when the Seller delivers to the Buyer and the Buyer accepts the goods stipulated by the Purchase Contract, without defects and including any documents or other documents that the Seller is obliged to hand over to the Buyer. If the due date of the invoice – tax document is not specified in the Purchase Contract, the due date shall be 90 days from the delivery of the invoice – tax document by the Seller to the Buyer. The Buyer is obliged to pay the Purchase Price within the due date of the invoice – tax document so issued. If, however, the invoice – tax document does not have any of the requirements specified for tax documents by the relevant legislation or contractual agreement between the Buyer and the Seller, the Buyer is entitled to return the invoice – tax document to the Seller with a request for the issuance of a proper tax document. In such case, the Buyer is obliged to pay the purchase price to the Seller only within the due date specified in the Purchase Contract and calculated from the delivery of the proper tax document by the Seller to the Buyer.
7.3. The Seller is entitled to deliver invoices to the Buyer either in paper form and signed or in the form of a scan of the signed document sent by e-mail to the e-mail address provided for this purpose by the Buyer.
7.4. The date of payment of the Purchase Price shall be, in the case of non-cash payment, the date on which the amount of the Purchase Price is debited by the bank from the Buyer’s current account to the Seller’s current account.
7.5. The Seller is not entitled to assign any claim arising to the Seller under the Purchase Contract against the Buyer, including a claim for payment of the Purchase Price, to a third party without the Buyer’s written consent.
7.6. If a defect occurs in the Goods and the Buyer notifies the Seller of such defect, the due date of the purchase price for the Goods so delivered shall be extended by the number of days elapsing from the Buyer’s notification of the defect to the Seller until the Seller fulfils its obligation under the defective performance.
8. Defects in the Goods, warranty
8.1. The Seller provides the Buyer with a guarantee for the Goods delivered under the Purchase Contract.
8.2. The Seller warrants to the Buyer that the Goods delivered under the Purchase Contract will be fit for use for the purpose for which the Goods are to be used by the Buyer during the warranty period and that they will retain the characteristics set out in the Purchase Contract. If the Purchase Contract does not provide for certain characteristics of the Goods, the Seller warrants to the Buyer that the Goods handed over under the Purchase Contract will retain the characteristics necessary for the purpose for which the Goods are to be used by the Buyer during the warranty period.
If the Seller does not have sufficient information about the purpose for which the Goods are to be used by the Buyer, the Seller is obliged to request from the Buyer in due time the necessary information about the purpose for which the Goods are to be used.
For the purposes of this clause, the Purchase Contract shall also mean the drawings and other technical documentation referred to in or annexed to the Purchase Contract.
8.3. The length of the warranty period shall be determined by the Purchase Contract. Unless the length of the warranty period is expressly provided for in the Purchase Contract, the length of the warranty period shall be 24 months from the date of delivery of the Goods by the Seller to the Buyer.
8.4. The Seller is obliged to provide the Buyer with its opinion on the notified defect in writing within two working days after the Buyer has been notified of the defect in writing. For this purpose, the Buyer shall allow the Seller to inspect the Goods in question to which the notification of defect relates. Any inspection of the Goods shall be carried out by the Seller at its expense at the place where the Goods are located at the time when the defect is notified.
8.5. The Buyer is entitled to arrange for the repair of defects or replacement of defective parts of the Goods by its own means or through a third party without the Seller’s assistance, without the Buyer having previously notified the Seller of the defects or exercised rights under the defective performance, and the Seller is in such case obliged to reimburse the Buyer for the costs incurred by the Buyer for the repair of defects or replacement of defective parts of the Goods, based on a written request of the Buyer.
8.6. The Buyer is entitled to choose the right of defective performance, i.e. to make a choice between the right to eliminate the defect of the Goods by supplying a new or missing item, repairing the item, providing a reasonable discount from the purchase price or withdrawing from the Purchase Contract without any limitation of the Seller’s proposals or the time that elapses from the notification of the defect by the Buyer to the Seller. Nor shall the expiration of any period of time between the occurrence of the defect and its notification by the Buyer to the Seller deprive the Buyer of any right against the Seller for defective performance; provided, however, that this shall not affect the length of the warranty period or the limitation of rights for defective performance.
8.7. The Seller is obliged to fulfil the obligation corresponding to the Buyer’s right of defective performance, which the Buyer has chosen, within a reasonable time, no later than 10 days from the date on which the Buyer notified the Seller of the choice of his right of defective performance.
8.8. If the Seller is in default in fulfilling a certain obligation from defective performance (obligation to remedy a defect of the Goods by delivering new or missing Goods, obligation to remedy legal defects of the Goods, obligation to remedy a defect of the Goods by repairing the Goods or obligation to pay a reasonable discount from the purchase price), the Seller undertakes to pay the Buyer a contractual penalty in the amount of 0.3% of the purchase price of the Goods in question for each day of delay in fulfilling the obligation from defective performance of the Goods.
This contractual penalty arrangement shall not affect the Buyer’s right to compensation for damages incurred by the Buyer as a result of the Seller’s breach of its obligation to perform a particular obligation under the Purchase Contract in time.
8.9. The Seller is obliged to reimburse the Buyer for a lump sum compensation for the costs associated with the Buyer’s activities related to the examination of individual defects of the Goods, identifying or eliminating their causes, their notification to the Seller and to the exercise and control of the rights from the defective performance, which the Seller and the Buyer agree in the amount of CZK 1,000 per one defect of the Goods.
The Seller is also obliged to reimburse the Buyer for all costs incurred by the Buyer in connection with the occurrence of a defect in the Goods, investigation, detection and elimination of the defect and its causes, notification of the defect to the Seller, exercising and controlling the fulfilment of the rights of defective performance and which exceed the above agreed lump sum compensation.
9. Know-how, trade secrets, subcontractors
9.all technical documentation provided by the Buyer to the Seller for the purpose of manufacturing the Goods under the Purchase Agreement shall be the exclusive intangible property of the Buyer. The subject matter of the Buyer’s exclusive property shall be all technical solutions and other solutions and procedures that the technical documentation depicts.
9.2. The Seller is not entitled to disclose or make available the Technical Documentation within the meaning of Clause 9.1 of these General Terms and Conditions to any third party or to use it for the benefit of any third party. The Seller is entitled to use the Technical Documentation only in connection with the manufacture of the Goods under the Purchase Contract.
The Seller is obliged to ensure the protection of the Technical Documentation within the meaning of Clause 9.1 of these General Terms and Conditions from unauthorised handling or use by its employees as well as any other persons.
9.3. The Seller is entitled to transfer or otherwise make available the technical documentation within the meaning of clause 9.1 of these General Terms and Conditions to its suppliers only with the prior written consent of the Buyer.
The Seller shall not be entitled to such consent in relation to the Buyer, even if the Seller needs the sub-delivery in order to fulfil its obligations under the Purchase Contract.
9.4. All information that the Seller learns about the Buyer in the performance of the subject of the Purchase Contract shall be considered confidential and the Seller shall not disclose it to any third party or use it for itself for purposes other than the performance of the Purchase Contract.
The Seller shall also safeguard such confidential information from unauthorized handling or use by its employees as well as any other persons.
The Seller undertakes to keep the conclusion and contents of the Purchase Agreement confidential.
9.5. The Seller shall be entitled to use other suppliers for the manufacture or purchase of the Goods or individual materials, components, software or materials required for the manufacture or assembly of the Goods or the operation of the Goods only with the prior written consent of the Buyer.
Seller shall not be entitled to change its suppliers approved by Buyer without the prior written consent of Buyer.
9.6. The Seller shall maintain its quality management system for the production of the Goods at least to the extent and quality in which the Seller presented it to the Buyer in connection with the conclusion of the Purchase Contract throughout the performance of the Purchase Contract as well as during the warranty period under the Purchase Contract.
9.7. the Buyer or its authorized persons shall be entitled to inspect the production of the Goods and the performance of the Seller’s other obligations under the Purchase Agreement, including obligations arising from defective performance, during normal business hours, both at the Seller’s and the Seller’s suppliers’ plants or other facilities. Seller shall provide Buyer with the opportunity for such inspection.
9.8. the Seller shall be liable to the Buyer for any damages incurred by the Buyer as a result of a breach of any of the obligations set forth in this Article.
10. Disputes, Governing Law
10.1. The Purchase Contract, these General Terms and Conditions and all rights and obligations of the parties arising therefrom shall be governed by the law of the Czech Republic.
10.2. All disputes arising out of or in connection with the Purchase Contract shall be finally and finally settled by the Court of Arbitration of the Czech Chamber of Commerce and the Czech Chamber of Agriculture in accordance with its Rules and Regulations by three arbitrators. The place of arbitration shall be Prague.
11. Withdrawal from the contract of sale
11.1. If one of the contracting parties breaches in a material way its obligation under the Purchase Contract including these General Terms and Conditions and fails to fulfil this obligation even within an additional reasonable period of time granted by the other contracting party, the other contracting party shall be entitled to withdraw from the Purchase Contract.
A material breach of the obligations under the Purchase Agreement shall be deemed to be, for example:
- (a) a delay of more than 10 calendar days in the delivery of the Goods,
- b) handing over the Goods with defects that make it impossible or substantially more difficult to use the Goods for the purpose for which the Goods are to be used by the Buyer,
- c) the use of another supplier by the Seller without the prior written consent of the Buyer in breach of the Purchase Agreement or Article 9 of these General Terms and Conditions.
11.2. The Parties shall also be entitled to withdraw from the Purchase Contract if insolvency proceedings have been initiated against the other Party or if the other Party loses the right to do business.
11.3. If an event of force majeure occurs on the Seller’s side and the Seller is unable to perform its obligations under the Purchase Agreement in the manner and within the terms set out in the Purchase Agreement for a period of more than 1 month as a result of such event, the Buyer shall be entitled to withdraw from the Purchase Agreement.
Events such as earthquakes, acts of terrorism, war or large-scale fires or floods shall be deemed to be force majeure.
Events such as strikes, work stoppages, shortages of labour, materials, insolvency or delays of subcontractors shall not be considered force majeure.
11.4. The withdrawal pursuant to the paragraphs of this article above shall cancel the obligation established by the Purchase Contract including these General Terms and Conditions. If the Purchase Contract has already been partially performed, the Contracting Party shall be entitled to withdraw from the Purchase Contract in its entirety or only with respect to the unfulfilled balance of performance, provided the conditions for withdrawal set out in the individual clauses of this Article above are met.
The Parties shall settle their mutual rights and obligations in connection with the cancellation of the obligation under the Purchase Agreement in accordance with the statutory regulations.
11.5. The Buyer is entitled to withdraw from the Purchase Contract at any time until the delivery of the Goods by the Seller to the Buyer, even without any of the cases defined in the individual clauses of this article above.
In such case, the Buyer is obliged to pay to the Seller the amount corresponding to the difference between the costs that the Seller has reasonably incurred until the Buyer’s withdrawal from the Purchase Contract for the purpose of production and delivery of the Goods to the Buyer and the value of the already produced Goods or parts thereof that the Seller is able to use economically, including resale, but only up to the maximum amount of the purchase price agreed in the Purchase Contract.
The Seller is obliged to quantify, justify and prove to the Buyer the costs so incurred.
11.6. The Buyer is also entitled to withdraw in accordance with clause 11.5 of these General Terms and Conditions only in respect of the part of the performance not yet fulfilled.
11.7. The withdrawal must be in writing and must be delivered to the other party.
Withdrawal and cancellation of the obligation under the Purchase Contract shall not affect the right to compensation for damages arising from breach of contract, the right to individual contractual penalties agreed in the Purchase Contract or these General Terms and Conditions, the choice of law and dispute resolution clause contained in Article 10 of these General Terms and Conditions, or the know-how clause contained in Article 9 of these General Terms and Conditions.
12. Final provisions
12.if the Purchase Agreement contains a reference to Incoterms, it is a reference to the International Rules for the Interpretation of Delivery Clauses – Incoterms 2010, unless the Purchase Agreement expressly provides otherwise.
12.2. The Parties, as entrepreneurs, exclude the application of Sections 1799 and 1800 of Act No. 89/2012 Coll., Civil Code, on contracts concluded by adhesion, to the obligation based on the Purchase Agreement.
12.3. The Purchase Contract together with these General Terms and Conditions contain the complete agreement of the Seller and the Buyer regarding the mutual rights and obligations related to the delivery of the Goods. The Purchase Contract together with these General Terms and Conditions shall supersede in its entirety all previous agreements or arrangements between the Seller and the Buyer relating to the delivery of the Goods.
12.4. The Parties shall communicate with each other in writing, by fax or electronically (by e-mail without the use of a guaranteed electronic signature) in relation to matters arising from the Purchase Contract. This form may be used for acts such as notification of dispatch of the Goods, notification of defects in the Goods, request for reimbursement of the cost of repair of the Goods, etc.
Orders, refusals or confirmations of orders or individual purchase contracts may be concluded in writing, by fax or electronically, provided that in the case of electronic communication, a scanned copy of the written order, refusal or confirmation of order or purchase contract must be attached to the electronic message, bearing the signature of the relevant party in the original from which the copy was scanned. However, the Purchase Agreement, including these General Terms and Conditions, may only be amended, supplemented or cancelled by amendments to the Purchase Agreement in writing.
12.5. The Purchaser enters into the Purchase Agreement for the purpose of securing the Goods which the Purchaser needs to fulfil its obligation to deliver the Goods or to carry out work for its customer.
As a result of the Seller’s failure to meet the deadline for the delivery of the Goods or as a result of the fact that the Goods delivered by the Seller are defective, or as a result of the Seller’s failure to deliver the Goods to the Buyer, the Buyer shall not be obliged to deliver the Goods to the Seller. as a result of the Seller’s breach of other obligations under the Purchase Contract, the Buyer may incur damages in an amount of an order of magnitude higher than the purchase price agreed in the Purchase Contract, whether as a result of the Buyer’s withdrawal from the contract concluded between the Buyer and its customer or as a result of the Buyer’s assertion of the right to contractual penalty for late delivery or defects in the goods against the Buyer, etc.
The Seller acknowledges this notice from the Buyer.
12.6. The draft Purchase Agreement may be accepted (confirmed) by the Seller within 5 working days from the date of its dispatch by the Buyer. The Buyer is also entitled to accept the proposal for conclusion during the above mentioned period. Purchase Contract, until the proposal is accepted by the Seller, to withdraw this proposal. The Seller is obliged to either accept (confirm) or reject the proposal within 5 working days. Acceptance (confirmation) of the Purchase Contract proposal by the Seller after the above-mentioned period of 5 working days shall result in the conclusion of the Purchase Contract, unless the Buyer notifies the Seller within 2 working days after receipt of the acceptance (confirmation) of the Purchase Contract proposal that it rejects such late acceptance (confirmation) of the Purchase Contract proposal.
V _____________________ on __________ V________________________ on ___________
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for the Buyer for the Seller