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.
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 is liable for the properties of the Goods under legal regulations, technical standards, or sales contract which must remain the same for the warranty time period, or he shall guarantee that it has common properties required by the Buyer, and he is also liable for the completeness of Goods which shall be without any physical or legal defects and eligible for proper use by the Buyer. The Seller is liable for any defects of the Goods within the scope arising from the sales contract, the Conditions and the relevant provisions of the law.
2. The Seller offers the Buyer quality guarantee for the Goods. Unless stated otherwise, the length of the warranty period is 24 months and starts as of the day the Goods is delivered or the day when the Buyer acquires the proprietary rights related to the Goods depending on which of these situations occur later.
3. All defects ascertained within the warranty period shall be notified to the Seller in writing by the Buyer immediately after the Buyer has learnt about them. In the notice the Buyer shall specify the ascertained defect and he shall also specify the claim for the defect towards the Seller and the time period required for the defect to be removed. The time period shall be determined by the Buyer reasonably with respect to the nature and extent of the defect.
4. Without unnecessary delay after he has been notified of the defect (with respect to the place where the Goods is, usually no later than 24 hours) the Seller is obliged to inform the Buyer of the method and time of the defect removal. If the Seller fails to satisfy his obligation, he is liable to the Buyer for any damage arising in connection with his failure. The parties to contract undertake to make a report in writing concerning every defect containing data about how the defect manifested itself, what its range and extent and consequences are, and information about the method and deadline of removal.
5. The Seller is obliged to remove defects covered by warranty immediately at his own expense and within time periods and deadlines agreed upon with the Buyer.
6. If any defects of the Goods are ascertained, the Buyer is entitled to suspend the purchase price payment which has not been paid so far until the Goods is duly delivered (retainage until the contract is duly performed by the Seller).
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.