1 General Provisions
1.1 Closing of Contract
1.1.1 Unless it has been agreed otherwise, all our orders for deliveries or services are subject to these purchasing conditions. The seller's conditions of supply have no validity, even when they provide that some action or behaviour by the customer counts as its agreement (for example, no dissent, payment, acceptance of goods).
1.1.2 Orders shall be confirmed by return of the attached copy order. If confirmation does not reach us within 14 days, we are entitled to cancel the order. If the supplier submitted a quotation, the contract is made by the despatch of our order.
1.1.3 All agreements and all our specifications shall be in writing to be valid. Orders given verbally or by fax are excepted, providing an order number is detailed and confirmation follows in writing.
1.1.4 The most recent version of the Incoterms applies to all commercial clauses.
1.2 Process and Timing of Delivery
1.2.1 Deliveries shall be processed according to our instructions. The goods must be properly packed. Delivery must be in accordance with Czech regulations regarding safety, packaging and hazardous goods, with relevant documentation (for example, safety data sheets) being attached. Our regulations in respect of the packaging materials and their disposal shall be observed and agreed with us. Unless otherwise agreed, deliveries are made on the basis of DDU (to the location nominated in the order) according to Incoterms 1990.
1.2.2 Insurance of the goods against transport or other damage can only be provided at our expense if that has been explicitly agreed.
1.2.3 Partial deliveries may only be effected with our consent.
1.2.4 Terms of delivery count from the date of our order.
1.2.5. The supplier is obliged to give us all documents necessary for the acceptance and using of goods as well as all other documents specified in the contract. Unless it has been agreed otherwise in the contract, the documentation will be delivered to the place and at the time of the delivery of goods.
1.3.1 All prices are fixed prices, unless some variation has been agreed.
1.3.2 Payments signify neither acknowledgement that delivery has been duly performed nor that any claims have been waived.
1.4 Late Delivery
1.4.1 Should the supplier fall behind in respect of delivery, we are entitled, after the expiry of 14 days, to withdraw with immediate effect, without being obliged to grant an extension. The supplier will be informed immediately and in writing about the withdrawal. If a fixed delivery date was agreed, then the contract is cancelled when that date has passed, unless we request, within 14 days, that the contract will be fulfilled.
1.4.2 In the case of the supplier failing to meet the terms of delivery, it shall pay, irrespective of fault, a penalty of 0.5 % of the total price for each week after the term which has begun, but up to a maximum of 5 % of the total price. If the contract is cancelled on account of the delay, or if the supplier is no longer in a position to deliver in accordance with the contract, then 5% of the total price must be paid as a penalty in any case. This does not involve claiming for compensation which can be raise in addition.
1.5 Defective Delivery
1.5.1 If, in the case of acceptance tests, we have established values for delivery quantities, measurements, weights and quality, then these are definitive, unless the supplier proves their incorrectness. Within 1 month after the acceptance of good, the supplier shall be notified in writing about the established defects. A later assertion of claim for defects is not ruled out. A general term of warranty of 2 years shall be applied.
1.5.2 In the case of defectiveness of goods delivered, we are entitled to choose between rescinding the contract, reduction in price, and the removal of the defect by repair or by delivery of faultless goods. The correction by repair or by delivery of replacement goods must be made immediately and at the supplier's cost. In urgent cases we are entitled to carry out the removal of the defect ourselves, at the supplier's expense.
1.5.3 If we cannot make proper use of the goods delivered because of their defectiveness, then the supplier shall pay a penalty for the period until the defect has been rectified, on the same basis as in item 1.4.2. If the contract is rescinded, then 5% of the total price must be paid as a penalty in any case. This does not affect claims for compensation which can be raised in addition.
1.5.4 The supplier is also liable for its subsuppliers. A claim for compensation for damages can be asserted on the basis of whatever disadvantage has arisen from the reduction in the value of the article delivered on the basis of its defect, unless, in accordance with the contract, the price has been reduced on the basis of the asserted demages.
1.6. Protective Rights
The supplier guarantees, that the delivery is free regarding rights of third parties and that the delivery of goods or their using break neither patents nor other protective rights of a third party inland or abroad.
1.7 Business Confidentiality
The supplier shall treat our orders and all commercial and technical details connected with them confidentially. The supplier may only indicate its business connections with us if we have declared that we are in agreement with such disclosure.
1.8 Safety and Other Stipulations
1.8.1 The goods delivered must comply with all Czech Republic's current safety requirements and regulations pertaining to the prevention of accidents (laws, decrees, standards and so on), particularly the requirements in respect of safety protection of employees and the Czech regulations applicable to electrical engineering. The supplier is liable for all demages on the basis of breaking this contractual duty.
1.8.2 The supplier is liable for the Year 2000 compliance (Y2K) of the goods supplied.
1.8.3 If, after the contract has been concluded, insolvency proceedings are commenced against the supplier's assets, then we are entitled to withdraw immediately from the contract.
1.9 Place of Jurisdiction, Place of Fulfilment and Applicable Law
1.9.1 The place of jurisdiction for all disputes arising from the contract to supply is, for both parties, the relevant competent court in the Czech Republic. If the suppliers head office is abroad, then following provisions apply:
All disputes arising from this contract or disputes related ot its break, cancellation or invalidity shall be definitely adjudicated in accordance to the arbitration and settlement rules and regulations of the Court of Arbitration at the Chamber of Commernce of the Czech Republic and Agrarian Chamber of the Czech Republic by one or more judges nominated in accordance with these rules.
We are however also entitled to take proceedings against the supplier at the relevant courts of its legal seat.
1.9.2 The place of fulfilment concerning payments is the purchaser's head office.
1.9.3 The contract to supply and any claims arising in connection with it are subject exclusively to Czech law. The application of the United Nations Convention on Contracts for the International Sale of Goods and comparable international agreements is ruled out.
2 Supply in Relation to Installations/Equipment
Generally any assembly or installation works are included in the purchase price. In the case it has been agreed upon the contrary, the presentation of a proof of assembly or installation, confirmed by the purchaser, is necessary for the payment of invoices for assembly. The confirmed proof of assembly remains with the purchaser.
A complete set of workshop drawings, in traceable versions, and models are part of the obligation owed by the debtor, if required. The purchaser is entitled to make use of these drawings to execute modifications, repairs, or to manufacture spare parts and so on, and to put the drawings and models at the disposal of third party firms for these purposes.
If the supplier falls behind in supply in relation to installations, then we are entitled, after an appropriate period of notice, to withdraw from the contract with immediate effect. The adequacy of the period of notice follows the requirements of a specific contract. The supplier shall be immediately informed about the withdrawal.
The supply is deemed as having been accepted if, after examination, we declare it to be accepted (Declaration of Acceptance). Such declaration does not in any way waive any claims under any warranty. If the examination of the supply requires trials, these must be carried out by the supplier at its cost.
2.5.1 The supplier confirms by a written declaration the origin of goods and undertakes the warranty, that goods delivered can be used for a certain period of time for purposes, agreed in this contract or other purposes, or that goods keep their usual character, with a general warranty period of at least 2 years is agreed. The acceptance of the warranty obligation can arise from the contract or from the declarationof the supplier, particularly from a warranty document. The description, written on the package, of the period of war-ranty, day of due or the applicability of goods range equally. If, however, the contract or the warranty document set another term, then it is the one to apply. Unless it has been agreed in the contract or in the warranty documents, the period of warranty begins with the day of acceptance of goods on the same basis as in item
2.4. If the supplier is obliged to consign the goods, the warranty begins at the place of destination with the day of acceptance on the same basis as in item 2.4. The period of warranty is stopped for a period in which the purchasor cannot use the goods due to damages caused by the supplier.
2.5.2 The warranty provisions must cover costs of transportation as well as of disassembly and installation.
2.5.3 If, after written advice about the defect which has arisen and after expiry of an appropriate period of notice, the supplier has not carried out the repair or replacement supply, then we have the right to undertake ourselves the correction by repair or the procurement of replacement, at the supplier's cost.
2.6 Safety Measures
2.6.1 The supplier is solely responsible for all safety measures for the protection of the supplier's personnel made available for assembly and for the working aids brought on site. The supplier must take care that it complies with all police requirements and regulations covering prevention of accidents and safety that come into consideration for its assembly personnel, of whatever kind, and is liable for all claims arising under them. This liability extends to the supplier's own suppliers. The bodies appointed by the purchaser to supervise assemblies are not liable for the supervision of legally prescribed safety requirements, but are responsible solely for the technical and commercial inspection and acceptance of the assembly supplied. Any apparatus and safety devices provided by the purchaser shall only be utilised by the supplier after careful testing.