(Čeština) Obchodní podmínky pro nákup

Terms and conditions of purchase

Terms and conditions of purchase
1. Introductory provisions

These Trade terms of delivery stipulate the terms and conditions for purchase of goods by company Poličské strojírny a.s., registered office at Bořiny 1145, Horní Předměstí, 572 01 Polička, CRN: 46504851, Tax ID No.: CZ46504851, recorded in the Commercial Register kept by the Regional Court in Hradec Králové, section B, insert 647 (hereinafter ”Buyer”).
For the purposes of these Trade terms of delivery, the concepts hereinafter with initial capital letters have the following meaning: Price:purchase price for the Goods; Civil Code: Act No. 89/2012 Coll., Civil Code, as amended; Order: order for delivery of the Goods issued by the Buyer;

Seller: selling the Goods on the basis of the Contract;

Contract: purchase contract for delivery of the Goods concluded between the Buyer and the Seller;

Contracting party/parties: the Buyer and/or the Seller;

Goods: the thing that is the subject of purchase on the basis of the Contract.

The rights and duties of the Contracting parties on the basis of the Contract follow the Order, these Trade terms of delivery and the Civil Code. In the event of mutual contradiction, the provisions of the Order take precedence over the provisions of Trade terms of delivery that take precedence over directory provisions of the Civil Code.

1. Conclusion of the Contract
  1. The Order issued and signed by the Buyer is draft contract. The Order shall include at least specification and quantity of the Goods and Price or the method of its additional fixing.
  2. The Contract is concluded at the moment of unconditional acceptance of the Order by the Seller. The Seller confirms acceptance of the Order by signature of the Seller’s authorized representative.
  3. By acceptance of the Order, the Seller confirms that he familiarized himself with its content including possible specification of the requirements for the Goods and Trade terms of delivery, the Seller understands the content and accepts it. The Seller does not have any claim for any subsequent payments or extension of delivery date due to an erroneous interpretation of the Order and the conditions of performance of the Contract. Hereby the Seller declares that he assumes the risk related to the change of circumstances.
  4. The period for acceptance of the Order by the Seller is 14 (in words: fourteen) days from delivery date.
  5. Hereby the Buyer, pursuant to Article 1740 par 3 of the Civil Code, excludes in advance acceptance of the Order with any amendment, alteration or deviation. Any amendment, alteration or deviation to/of/from the Order is deemed a new draft contract that is subject to a written approval of the Buyer within the period as per paragraph 2.4.
  6. If the Seller adds to the Order the Seller’s own trade terms, the Buyer is bound by the trade terms only upon the Buyer’s written approval. In this case, the Order and these Trade terms of delivery take precedence over the Seller’s trade terms unless between the Contracting parties agreed otherwise. The provisions of Article 1751 par 2 of the Civil Code are excluded.
2. Subject-matter of the Contract
  1. By conclusion of the Contract, the Seller is bound to deliver and hand over the Goods to the Buyer and to enable that the Buyer will acquire title to the Goods.
  2. The Buyer undertakes to accept properly delivered Goods and to pay to the Seller the Price for the Goods.
3. Conditions of performance
  1. Unless in the Order stipulated otherwise, the Seller is obliged to deliver the Goods to the Buyer at the Seller’s expense and risk to the place of performance, which is understood as registered office of the Buyer unless in the Order stipulated otherwise.
  2. The Seller is obliged to deliver the Goods within the period stipulated in the Order. Unless delivery date is stipulated in the Order, the Seller is obliged to deliver the Goods within 30 (in words: thirty) days from the day of conclusion of the Contract. By virtue of Article 1962 par 2 of the Civil Code, the delivery date is agreed in favour of the Seller who is entitled to deliver the Goods even 14 (in words: fourteen) days before delivery date, however the Seller is obliged to notify the Buyer of the delivery date in advance.
  3. The Seller is obliged to deliver the Goods in the quality and workmanship determined in the Order. Unless stipulated otherwise, the Seller is obliged to assure performance in the top quality. If quality and workmanship of the Goods are described in state technical standards, the standards are binding on the Seller.
  4. Unless in the Order stipulated otherwise, the Goods shall be new and unused and the products shall comply with legal regulations stipulating their quality, quantity, weights and measures, they shall be faultless and meet binding technical, sanitary and safety standards and regulations.
  5. The Seller provides guarantee period for the Goods in the duration of 24 (in words: twenty-four) months from the date of their acceptance by the Buyer.
4. Seller’s delay
  1. In the event of the Seller’s delay in delivery of the Goods on a specified delivery date, the Seller shall notify the Buyer in writing of the fact and state an alternative delivery date. The Seller has the same duty also in the event when due to the circumstances it is evident that the delivery date will be not fulfilled, however the delay has not occurred yet.
  2. If the Buyer confirms to the Seller an alternative delivery date in writing, this alternative delivery date for the delivery of the Goods is valid. In this case the Seller is not in a delay in delivery of the Goods until expiry of the alternative delivery date.
5. Handover and acceptance of the Goods
  1. The Seller is obliged to hand over the Goods to the Buyer in the place of performance. The obligation to hand over the Goods is fulfilled by acceptance of the Goods by the Buyer in the place of performance with the procedure pursuant to this Article 6 of Trade terms of delivery.
  2. In handover of the Goods, the Seller shall hand over to the Buyer all documents related to the Goods, in particular (if applicable) operating instructions, letter of guarantee, technical documentation and declaration of conformity.
  3. In handover of the Goods, the Seller shall submit to the Buyer delivery note that shall include at least identification of Contracting parties, order number, description and quantity of the Goods, Goods acceptance date.
  4. In acceptance of the Goods, the Buyer shall check the Goods. The Buyer shall state possibly ascertained apparent defects in defect report pursuant to Article 9.1 of Trade terms of delivery. This does not exclude the Buyer’s right of a later thorough check of the Goods and filing a claim for other ascertained defects.
  5. The Buyer will accept only the Goods that are faultless or only with minor defects not reducing reliability performance of the Goods and/or safety of their use. Until the time of elimination of such defects, the Buyer is entitled to execute suspension pursuant to par 7.3 of Trade terms of delivery.
  6. Acceptance of the Goods is executed upon the Buyer’s signature of delivery note. At the moment of acceptance of the Goods, title to the Goods passes to the Buyer.
  7. If the Seller delivers a larger quantity of the Goods than stipulated in the Order, this does not mean conclusion of the Contract for this larger quantity. The provisions of Article 2093 of the Civil Code are not applied.
6. Terms of payment
  1. The Buyer shall pay the Price based on tax document – invoice (hereinafter“invoice”) made out by the Seller.
  2. The Seller is entitled to make out the invoice for the Price for the Goods after their acceptance by the Buyer. The date of handover and acceptance stated in the relevant delivery note will be the day of provision of taxable supply. A copy of delivery note will form an annex to the invoice.
  3. If the Buyer accepts the Goods with minor defects, the Buyer is entitled to execute suspension of a part of the Price that according to the Buyer corresponds with the difference between the price for the Goods with defects and the Goods without defects until the moment of elimination of the defects of the Goods by the Seller.
  4. The invoice is due within 90 (in words: ninety) days from its delivery to the Buyer, unless in the Contract is expressly stipulated otherwise. The same period of maturity is applied to any other payments arisen on the basis of the Contract or in relation with the Contract, in particular contractual penalties or compensation for damage from the day of delivery of their written account.
  5. The invoice shall include the elements pursuant to the current legal regulations, in particular Act No. 235/2004 Coll., on value added tax, as amended (hereinafter ”Act on VAT“), Article 435 of the Civil Code, Order number and bank details of the Seller. If the invoice does not include these elements, the elements are erroneous or the Price is stated erroneously, the Buyer is entitled to return the invoice in the period of maturity for its correction. A new period of maturity starts to run upon delivery of a corrected invoice.
  6. The date of payment is deemed withdrawal of the relevant amount from the Buyer’s account.
  7. If pursuant to Article 109 of Act on VAT the Buyer as performance beneficiary guarantees unpaid tax on this performance, the Buyer is entitled to pay the tax for the Seller directly to tax administrator of the Seller for the purpose of a special method of tax security pursuant to Article 109a of the Act on VAT. The Buyer shall notify the Seller of effecting the payment in writing. The tax paid in this way reduces the Seller’s receivable towards the Buyer by an adequate tax amount.
7. Penalties
  1. In the event of a delay in delivery of the Goods, the Buyer is entitled to ask the Seller to pay contractual penalty amounting in the first 15 (in words: fifteen) days 0.05% (in words: five hundredths per cent) of the Price for each commenced day of delay and in the next days 0.1% (in words: one tenth per cent) of the Price for the Goods for each commenced day of delay.
  2. If the Seller is in a delay in delivery of the Goods longer than 31 (in words: thirty-one) days, contractual penalty amounts to 1% (in words: one per cent) a day of the Price.
  3. In the event of a delay in the date of commencement of elimination of a claimed defect, the Buyer has the right to require payment of contractual penalty in the amount of CZK 1,000.00 (in words: one thousand Czech crowns) for each commenced day of delay.
  4. If the Buyer does not pay an invoice within 90 days after its delivery, the Seller is entitled to ask the Buyer to pay interest on late payment in the amount of 0.05% (in words: five hundredth per cent) of the Price for each day of delay.
8. Liability for defects of the Goods, compensation for damage
  1. In the event of ascertainment of a defect of the Goods, the Buyer shall notify the Seller of the defect without undue delay. The Buyer will be notified of defects of the Goods in the form called “Defect report“ that will include description of the defect and selection of the Buyer’s claim arising out of the Seller’s liability for defects pursuant to Article 2106 and consequential of the Civil Code.
  2. The Seller is obliged to express his standpoint to the claims filed by the Buyer within 15 (in words: fifteen) days from delivery of defect report at the latest, otherwise it is deemed that the Seller admits the Buyer’s claims without reservations.
  3. The Seller is liable for the defects ascertained in guarantee period unless the Seller proves that the defect occurred due to the use of the Goods by the Buyer contrary to the contract conditions. Until the Seller proves that the Buyer is liable for the defect, the Seller is deemed to be liable for the defect.
  4. If the Buyer files the claim for elimination of the defect, the Seller is obliged, without undue delay, however within 5 (in words: five) working days from the notification at the latest, to commence and properly proceed with the work related to elimination of the defect until its elimination, even if already during elimination of the defect the Seller proves that the Seller is not liable for the defect unless the Buyer stipulates otherwise.
  5. If the Seller in a determined period does not commence elimination of the defect or the Seller is in any other way in a delay in fulfilment of his duty to proceed properly with the work related to elimination of the defect, the Buyer is entitled to eliminate the defect by himself or to have it eliminated at the expense of the Seller. This does not affect any rights of the Buyer arising out of the Contract.
  6. Newly delivered or replaced Goods or their part in guarantee period are subject to the guarantee period in its original duration that starts to run on the day of handover of such Goods or their part.
  7. The Seller is obliged to compensate the Buyer for the cost and expenses expended by the Buyer related directly or indirectly with repair or replacement of defective Goods. In addition, the Seller undertakes to pay the cost related to working concerning the Goods purchased as semi-finished product for further manufacturing until their defect is shown due to which the Goods cannot be used any more for their purpose.
  8. The Buyer is entitled to require payment of all purposefully expended costs related to settlement of the claim for defects of the Goods, for which the Seller is liable (the cost of return consignment of defective Goods, the cost of possible expert opinions, postage, freight etc.) in a full amount.
  9. If returnable package of the Buyer is used for transport of defective Goods, the Seller is obliged to pay a proportional part of their price for their wear and tear.
  10. The claims arising out of liability for defects of the Goods do not pertain to the claims for damages or for contractual penalty that can be filed by the Seller in a full amount. The provisions of Article 2050 of the Civil Code are excluded.
  11. The Buyer has the right of compensation for damage incurred in relation to or due to the defects of the Goods or other breach of the Contract. The Contracting parties, by virtue of Article 2894 par 2 of the Civil Code, agreed on the duty to compensate also other than proprietary harm.
9. Packages
  1. The Seller shall pack the Goods in the way usual for the relevant Goods and necessary for preservation of the Goods and their properties unless the package is determined in the Order or in technical terms of delivery that as a rule form an annex to the Order.
  2. The packages shall properly be identified with dispatch notes and the data on the content with a full Order designation.
  3. If the Seller uses for delivery of the Goods the packages, possibly the means of transport, which are returnable ones, the Seller shall identify these packages in delivery note with the word “returnable package“ and if the Buyer does not return the packages within an agreed period, the Seller is entitled to invoice their price. The use of returnable packages and/or the means of transport and their price shall be approved in writing by the Buyer in advance.
  4. Returnable packages and/or the means of transport pursuant to Article 10.3 of Trade terms of delivery are subject to reservation of resale pursuant to Article 2139 of the Civil Code. The Buyer is entitled, at his own expense, to return to the Seller returnable packages, possibly the means of transport, within 12 (in words: twelve) months from acceptance of the relevant Goods for the price determined pursuant to Article 10.3 of Trade terms of delivery.
10. Protection of confidential information
  1. Any information provided mutually by the Contracting parties in the negotiation of the Contract and in relation to the Contract, is confidential and neither Contracting party, which was provided with this information, may disclose it to a third person and use it contrary to its purpose for own needs. In addition, the Contracting parties shall deem confidential and keep in secret any information pertaining to the Goods that is not publicly available or known. To this effect, the Contracting parties undertake to impose the duty not to disclose confidential information on all of their employees or persons authorized by them to execute partial tasks related to performance of the subject-matter of the Contract
  2. The duty not to disclose confidential information does not pertain to the information that:
    1. can be disclosed without breach of the Contract,
    2. was exempted from these limitations upon written approval of both Contracting parties,
    3. is known or it was disclosed otherwise than due to breach of the duty of either Contracting party,
    4. the recipient knows confidential information before it was disclosed to him by the Contracting party,
    5. is required by the court, Prosecuting Attorney’s Office or by the relevant administrative body under the law, possibly whose disclosure is stipulated by the law,
    6. is notified by the Contracting party to the person bound by statutory duty not to disclose confidential information (e.g. to the advocate) for exercising of the rights of the Contracting party.
  3. The provisions of Article 11 of Trade terms of delivery also pertain to all moulds, tools, model patterns, labelling, directions and/or printed background documents handed over by the Buyer and manufactured objects that without written approval of the Buyer cannot be handed over to third persons and used for other purposes than performance of the Contract.
  4. In the event of breach of the duties arising out of this Article 11 of Trade terms of delivery, affected Contracting party is entitled to ask the other Contracting party to issue business benefit for the business in which this duty was breached by this Contracting party or transfer of the relevant rights free of charge to beneficiary Contracting party. This does not affect the right of compensation for damage. For this case, the Contracting parties expressly agreed on the duty to compensate also other than proprietary harm.
11. Termination of the Contract
  1. The Buyer is entitled to withdraw unilaterally from the Contract in the event of substantial breach of the Contract by the Seller. The Contracting parties have agreed that, by virtue of Article 2002 par 1 of the Civil Code, they deem substantial breach of the Contract in particular:
    1. a delay of the Seller in handover of the Goods by more than 14 (in words: fourteen) days;
    2. delivery of the Goods with apparent substantial defects;
    3. a delay of the Seller in commencement of work on elimination of defects of the Goods by more than 14 (in words: fourteen) days.
  2. In the event of unsubstantial breach of the duties (Articles 2002 par 2 and 1978 par 1 of the Civil Code) the other Contracting party can withdraw from the Contract after the Contracting party in a delay does not fulfil its duty even in additional adequate period provided by the other Contracting party explicitly or implicitly.
  3. Withdrawal from the Contract shall be executed in writing and delivered to the other Contracting party. Upon the withdrawal, the Contract is cancelled from the very beginning.
  4. Withdrawal from the Contract does not affect the duty of the relevant Contracting party to pay contractual penalty or compensation for damage.
12. Declaration of the Seller
  1. In compliance with Article 1794 par 2 of the Civil Code, by conclusion of the Contract the Seller declares that
    1. the Seller waives the right pursuant to Article 1793 of the Civil Code, i.e. in particular the right to require cancellation of the Contract and restoration under the conditions pursuant to Article 1793 of the Civil Code;
    2. the Seller is aware of performance provided on the basis of the Contract,
    3. the Seller deems the Price for performance of the Contract adequate and fair and the Seller agrees with performance for an agreed Price.
  2. The Seller declares that in the negotiation of conclusion of the Contract, by virtue of Article 1728 of the Civil Code, the Seller was notified of all factual and legal circumstances necessary for assessment of the possibility of concluding the Contract and that the Seller neither expects nor requires from the Buyer any other information on this subject.
13. Final provisions
  1. The Contract follows Article 2079 and consequential of the Civil Code.
  2. Contracting parties undertake that without previous express written approval of the other Contracting party they will not assign and transfer any rights or duties arising out of the Contract and the Contract as a whole to a third persons/third persons. Neither Contracting party is entitled to transform any right arising out of the Contract or its breach to the form of a security/securities.
  3. Possible disputes arising out of this Contract will be settled by the court with local jurisdiction of registered office of the Buyer.
  4. Contracting parties have agreed that the Contract will be interpreted/will have legal consequences only pursuant to the provisions explicitly expressed in the Contract and under the law, with exclusion of the consequences arising out of usage and established practice of the Contracting parties.
  5. Pursuant to Article 558 par 2 of the Civil Code, the Contracting parties have agreed that commercial usage kept in general or in the relevant field is not taken into account.
  6. Any alterations or amendments of/to the Contract shall be executed in the form of written amendments signed by both Contracting parties in the same document.

Poličské strojírny a.s.

(Čeština) Obchodní podmínky pro nákup

Poličské strojírny a.s.