The DI industrial Company s.r.o., Purkyňova 3050/99a, 612 00 Brno, company registration no.: 60 71 02 68, entered in the Commercial Register maintained by the Regional Court in Brno Section C, Entry no. 15477, represented by corporate agent Ing. Pavel Sedláček and Ing. Přemysl Kohout, MBA (hereinafter also only as “Buyer“) issues the General Purchase Conditions under the law in force (hereinafter also only as “Conditions”):
I. Basic Provisions
- The Buyer issues the Conditions with the aim to simplify business relations when he buys goods, material or other corporeal chattels (hereinafter also only as “Goods”) from third parties – suppliers of Goods (hereinafter also only as “Seller”). The Conditions are binding for all business relations arising from sales contracts (hereinafter also only as “SC”) provided that the Conditions are explicitly referred to in the SC. The Conditions and its provisions may be deviated from only if there is explicit agreement of both parties to contract (the Buyer and the Seller) in writing.
II. Entering into a Sales Contract
1. Individual commercial obligation is concluded based on a sales contract. Through the sales contract the Buyer undertakes to deliver the Buyer certain (specified in the SC) Goods and transfer proprietary rights to the Goods to the Buyer. The Buyer undertakes to pay the agreed Purchase Price.
2. SC may contain especially the following:
a) corporate name, registered office, company registration number, data about entry in the Commercial Register of the Buyer and the Seller, tax identification number of the Buyer and the Seller (if he is VAT payer),
b) registration number of the Buyer’s sales contract, Buyer’s order or commission number,
c) name of the Buyer’s and Seller’s authorized person’s name,
d) unambiguous definition of the performance subject, i.e. type (description) and amount of Goods,
e) purchase price of the Goods,
f) term or deadline of the Goods delivery,
g) the Buyer’s and Seller’s authorized persons’ signatures, or stamps if necessary,
h) reference to the Conditions.
SC is considered concluded also if some of the above mentioned items are missing provided that it contains at least unambiguous definition of the performance subject, i.e. type (description) and amount of Goods and the purchase price of the Goods.
3. Sales contract may be considered concluded if the Buyer’s order, which is considered a proposal to enter into a sales contract, is confirmed by the Seller. If the Seller proposes any changes, the sales contract is based on the acceptance of the proposed changes by the Buyer in writing. If the Seller delivers the Goods based on the Buyer’s order without confirming the Buyer’s order, the sales contract is concluded on the day the Goods is delivered.
4. If the buyer requires production according to EN 9100, he is obliged to explicitly state this fact in the order or when concluding the purchase contract. If he fails to provide this information, the requirements of this standard cannot be applied.
III. Purchase Price
1. Purchase Price of the Goods (business transaction) without VAT must be explicitly specified in the relevant SC. VAT shall be added to the purchase price in the amount corresponding to the generally binding law in force.
2. Unless otherwise stated, the purchase price for the goods means the price of the Goods including all expenses of the Seller related to the delivery of Goods to the place of delivery (transport, insurance, packing charges, etc.).
IV. Payment Terms and Conditions
1. The Buyer pays 100% of the purchase price including VAT based on the tax document issued by the Seller and with respect to the due date specified in the tax document. All payments shall be paid by the Buyer via T/T transfer to the Seller’s account specified in the invoice. Invoice is considered paid when the payment is deducted from the Buyer’s account.
2. The Seller is entitled to issue tax documents when his obligation to deliver Goods is timely, duly and completely performed.
3. Tax documents must contain the tax document necessities specified under relevant legislation, accurate specification of the subject of delivery and the registration of the relevant SC of the Buyer (or the Buyer’s order number).
4. Tax documents which do not contain the necessities mentioned hereinabove or which contain incorrect data shall be returned by the Buyer to the Seller within the due date period and the missing necessities which will be added or revised shall be specified. Due date period shall start upon the delivery of complete and correct tax document.
V. Delivery Terms and Conditions
1. The Seller is obliged to deliver Goods within the time period or deadline agreed upon in the SC. Goods is considered duly delivered only if delivered in the agreed amount, quality and for the agreed price, to the agreed place of delivery and within the agreed deadline or time period, and also if delivered with all the necessary papers and documentation necessary for due usage of Goods, i.e. especially Certificate of Conformity under act no. 22/1997 Sb., authorized person’s certificates, operating and maintenance instructions in Czech, quality certificate and completeness certificate, connection diagrams, manufacturer’s testing certificates, etc. (in case of doubts papers and documentation specified by the Buyer). Delivery shall be performed by the Seller during working days within working hours from 7 a.m. to 3 p.m.
2. The Buyer is not obliged to accept partial performance of the Seller, i.e. he is especially not obliged to take over Goods which is not delivered in the agreed amount, quality, or for the agreed price or which is delivered without all the necessary papers or documentation.
3. If the Buyer takes over Goods without all the papers or documentation, he is entitled to suspend payment of up to 100% of the relevant business transaction price (retainage until papers related to the Goods are duly delivered) until all the mentioned papers are duly delivered.
4. Place of delivery of the Goods is the Buyer’s registered office, unless stated otherwise in the SC. If reasonable, report in writing (bill of delivery) must be made concerning all cases of delivery of Goods and confirmed by representatives of both parties, which shall include especially the following:
a) Place and day of the delivery of the Goods,
b) Names of persons arranging the delivery of the Goods,
c) List of all papers and documentation delivered together with the Goods.
5. Unless explicitly stipulated otherwise in the SC, the transport of Goods to the place of delivery is paid by the Seller. The Seller is obliged to choose method of transport carefully with respect to the nature of the Goods. The Seller is also obliged to attend to the Goods with respect to transport to prepare it duly for preservation and protection of the Goods. If necessary for transport, the Seller shall arrange for packaging (crates, metal pallets, wooden grates, etc.) the specification of which shall be described in the delivery report and the invoice for the Goods. The Buyer is entitled to determine the mode of transport or to arrange for the transport himself in the SC.
VI. Contractual Penalties
1. In the case of the Seller’s default in delivery of the Goods or Goods related documents, the Buyer is entitled to claim contractual penalty amounting to 0.05% of the price per day, and also for every commenced day, of the default, unless otherwise stated in the SC.
2. Stipulation as to contractual penalty is without prejudice to the Buyer’s claim to damages.
3. Party to contract is obliged to pay the contractual penalty no later than 10 days after the notice about payment is delivered by the other party.
VII. Product Liability, Quality Guarantee
1. The Seller shall be liable for the fact that the goods have and for the agreed warranty period will have the characteristics specified by legal regulations, technical standards, the purchase contract, or the characteristics specified by the Buyer and customary. Furthermore, the seller is responsible for the goods being complete, free of physical and legal defects and fit for proper use by the buyer. The Seller shall be liable for defects in the goods to the extent resulting from the contract of sale, the conditions and the relevant provisions of the law.
2. The Seller provides the Buyer with a quality guarantee for the goods. Unless otherwise agreed, the length of the warranty period is 12 months and starts from the date of delivery of the goods or the date of acquisition of title to the goods by the Buyer, whichever is later.
3. Upon receipt of the goods, the Buyer shall make an immediate visual inspection to identify any damage. Claims relating to damage which should be apparent on receipt of the goods must be notified within 5 working days of receipt of the goods. After this period, no claim for this type of damage can be accepted.
4. Anyother defects discovered during the warranty period shall be notified in writing by the Buyer to the Seller without undue delay after becoming aware of them. In the notification, the buyer shall specify the defect found, state what claim he/she makes against the seller on the basis of the defect and within what period of time he/she requires the defect to be rectified. The time limit shall be set by the buyer reasonably taking into account the nature and extent of the defect.
5. The Seller is obliged to inform the Buyer without undue delay (taking into account the place of occurrence of the goods, usually within 24 hours at the latest) after notification of the defect of the method and date of removal of the defect. If the Seller fails to fulfil this obligation, he shall be liable to the Buyer for the damages resulting therefrom. The parties undertake to draw up a record of each defect, including details of how the defect manifested itself, its extent, consequences, method and date of its removal.
6. The Seller is obliged to immediately remedy the defects covered by the warranty at his own expense, within the time and dates agreed with the Buyer.
7. If any defects in the goods are found, the Buyer is entitled to suspend the outstanding payment of the purchase price until the defects have been rectified.
8. The claim will not be accepted unless the defective parts are returned to the Seller for examination, unless otherwise agreed between the parties.
9. The warranty for the goods does not cover defects resulting from unprofessional use, improper storage, maintenance or intervention of third parties or normal wear and tear. Furthermore, the warranty does not cover defects caused by force majeure.
VIII. Proprietary Rights and Danger of Damage
Proprietary rights to Goods and danger of damage to Goods are passed to the Buyer upon the delivery (handover and acceptance) of Goods, unless stated otherwise.
IX. Final Provisions
1. The Seller is obliged to provide true information concerning him being a payer of VAT. Any potential changes in the information about VAT registration, if they occur during the effect of the SC, shall be notified by the Seller to the Buyer without unnecessary delay (no later than 7 days from the date of registration with the relevant Tax Office) in the form of the VAT registration document copy. If the Seller fails to satisfy this obligation, he undertakes to pay the Buyer any potential damage arising in connection with his failure.
2. The Seller is not entitled to surrender a claim towards the Buyer arising from the SC to a third person without a prior written consent of the Buyer.
3. The Buyer is entitled to set of his claims against the Seller’s claims arising from the SC with no limits.
4. Legal relations between the parties to contract based on sales contracts are governed by the body of laws of the Czech Republic, especially by the relevant provisions of act no. 89/2012 Sb., of the Civil Code. Any disputes between parties to contract arising from sales contracts shall be settled before a court having jurisdiction in the Czech Republic.
5. Any business conditions of the Seller do not apply unless the parties explicitly agree otherwise in the sales contract.
6. By attaching their signatures to the relevant SC parties to contract confirm that the parties were not distressed while making the contract and that the contents reflect their free, serious, determinate and clear manifestation of their will. By concluding the SC the Seller confirms that he has been given real opportunity to affect the basic conditions contents of the SC.
7. Amendments and additions to sales contracts must be in writing and approved of by authorized representatives of the parties to contract; otherwise they are void. Any annexes are integral parts of the relevant sales contract.
8. The Buyer is entitled to change or amend these Conditions to the fullest extent. Each SC is governed by the Conditions applicable and in force as of the day when the SC is concluded.
9. These Conditions come into force and become effective as of 7 October, 2016.