General Business Terms and Conditions of SKLÁRNY MORAVIA, akciová společnost
These Business Terms and Conditions (hereinafter referred to as “GBT”) are applied to all contractual relationships between SKLÁRNY MORAVIA, akciová společnost, 679 39 Úsobrno 79, Company Identification No.: 16343646 (hereinafter referred to as „SKLÁRNY MORAVIA“) and other parties where SKLÁRNY MORAVIA is in the position of a seller based on a purchase agreement (hereinafter referred to as the ”Agreement”). The Agreements are concluded between the Parties in the form of a written order confirmation.
These GBT are an integral part of Agreements in terms of Section 1751, the Act No. 89/2012 Coll., Civil Code (hereinafter referred to as the “Civil Code”). In case the Agreements are concerned, SKLÁRNY MORAVIA is hereinafter referred to as the “Seller”. In case the Agreements are concerned, the buyers are hereinafter referred to as the “Buyers”.
Any changes of these GBT shall be in writing. Mutual rights and obligations of the Parties are regulated by these GBT effective as of a day when the Agreement is concluded.
The General Business Terms and Conditions are published on websites of the Seller at www.sklomoravia.cz, and each Buyer has the possibility to get acquainted with their current text there.
Any different provisions of the Agreement shall prevail over the wording of these GBT. These GBT shall prevail over any other business conditions of the Buyer or the third party, even in case the Buyer refers to them expressly in its documents or in another way when negotiating on the conclusion on an Agreement. In case any provision hereof becomes or shows to be invalid, unlawful or unenforceable, the validity and enforceability of the remaining provisions will not be affected.
1.1. The Buyer´s orders are delivered to the Seller in writing via the Buyer´s internet portal, per email or fax. Any order shall contain at least the type and quantity of the subject of performance and the delivery place.
1.2. After the order is delivered, the Seller informs the Buyer whether the given products are available in the required quantity and within the required term, eventually informs the Buyer about the possible delivery term of products.
1.3. The Seller confirms the order receipt in writing by sending an order confirmation, usually per email or via the Buyer´s internet portal provided that the confirmation contains the exact specification of the subject of performance, price for the subject of performance, assumed delivery term, delivery place, payment terms, eventually other details.
1.4. The Buyer is obliged to check the order and send the Seller its consent latest within 5 days after receiving the order confirmation pursuant to clause 1.3 of this Article.
1.5. In case the Buyer does not express its disagreement with the order within the period stated in clause 1.4 of this Article, the order confirmation shall be considered as approved by the Buyer.
2.1. The Seller is obliged to deliver the subject of performance stated in the purchase agreement. Based on this fact, the purchase agreement shall be considered as fulfilled. The Buyer acknowledges and agrees with the fact that the really delivered quantity of the subject of performance may be different from the agreed quantity within the interval ± 5% of the agreed volume. The Buyer is obliged to accept such supply of the subject of performance and pay the price for the subject of performance, corresponding to the agreed quantity of the subject of performance. In case the purchase agreement is cancelled, the Buyer is obliged to pay the Seller the invoiced incurred costs.
2.2. The place of performance is the Seller´s registered office or the external warehouse in Brodek u Konice, Czech Republic. The fulfilment of the supply of a subject of performance means the moment when the FCA INCOTERMS 2010 delivery clause is met unless the Contracting parties agree otherwise.
2.3. If the Parties do not agree otherwise, the Seller is obliged to supply the Buyer the subject of performance in the Seller´s premises. The Seller is entitled to supply the subject of performance also partially.
2.4. In case the Buyer does not take over the subject of performance within the agreed term when the goods are offered and prepared for the Buyer´s pickup (storage period), the Buyer is obliged to pay the Seller a contractual penalty for storage amounting CZK 3,- for each day and each pallet of goods. The Seller is also entitled to invoice the remaining goods in the Seller´s warehouse/Buyer´s consignment stock on the 1st day after the end of the agreed storage period.
2.5. The risk of damage on the subject of performance is transferred at the moment when the subject of performance is handed over to the Buyer, eventually pursuant to the confirmed delivery conditions in accordance with INCOTERMS 2010.
3.1. The price for the subject of performance is agreed in the Czech crowns according to the valid current pricelist of the Seller if not agreed otherwise by the Parties.
3.2. The amount and maturity of the price for the subject of performance as well as the bank connection data are listed in the Agreement and in the invoice. In case of any conflict between the data in the purchase agreement and in the invoice, the data in the invoice is decisive. The Buyer is not entitled to withhold the amount, which the Buyer is obliged to pay pursuant to the Agreement, by any reason or to set it off against its receivables from the Seller without the Seller´s written consent. This is applied also in case that the Buyer would be entitled to the defective performance.
3.3. A day when the total appropriate financial amount is credited to the Seller´s account is considered as a payment day of the price for the subject of performance. In case the payment term is not met, the Seller is entitled to ask the Buyer for payment of an interest on late payment amounting 0,05% of the amount due for each day of delay. The provision of Section 1805 (2) of the Civil Code shall not be applied. If the Buyer is on default in payment of the invoiced amount, the Seller is entitled to hold back the unrealized supplies of the subject of performance or to withdraw from the already concluded Agreements.
4.1. The proprietary right to the subject of performance pursuant to the Agreement is assigned to the Buyer at the moment when it is supplied to the Buyer.
4.2. The Seller becomes an owner of goods if the Buyer does not take the subject of performance pursuant to the Agreement within the agreed delivery term and if the goods remain in the Seller´s premises or in the Buyer´s consignment stock for more than 12 months after the agreed delivery term. The goods will be sold to the third party or the Seller is entitled to scrap the goods and invoice the demonstrable costs to the Buyer.
4.3. The subject of performance shall be supplied on pallets and interspaced by paper sheets.
5.1. The Buyer is obliged to inspect the subject of performance with sufficient care within 5 working days after the risk of damage on the subject of performance is transferred. In case the Seller ensures also the glass decoration for the Buyer, the Buyer shall check the supply in terms of the decoration application process. The Buyer is obliged to announce the Seller the defects found out with professional care during such an inspection within 10 working days after the subject of performance is supplied at the latest otherwise the claims from such defects expire.
5.2. If the Buyer does not check the subject of performance or does not ensure that the subject of performance is checked when the risk of damage is transferred, the Buyer may lodge the claims from defects found during such an inspection only if it demonstrates that the subject of performance had these defects already at the moment when the risk of damage was transferred.
5.3. The Buyer´s right from hidden defects on the subject of performance shall be announced to the Seller in writing and the pallet labels from the claimed goods shall be attached to such an announcement. The provision of Section 2108 shall not be applied.
5.4. The Buyer does not have any rights from defects if the defects were caused by wear and tear, external events, third party, without any Seller´s fault, mainly by unprofessional modification, manipulation, usage for different purposes than for which the subject of performance is determined, mechanical damage during manipulation, unsuitable usage, violent interventions, adjustments, inappropriate storage, etc.
5.5. If the defects of glass packages are found out just when being filled, the Seller shall be immediately informed by phone and then in writing and the defective batch shall be stored at the Buyer until the Seller´s representatives check it.
5.6. The defective products may be claimed if their quantity from the total shipment exceeds the quantity stipulated in the Seller´s standard quality conditions SPK01-V-2016, which are an integral part of the Agreement.
5.7. The Seller is not responsible for any breakage incurred during transport if it does not exceed the depreciation of 0,5% of the total shipment per one shipment. If there is a higher depreciation, it is necessary to lodge a proper claim documented by a record on damage (commercial minutes) within 10 days after the shipment is received at the latest.
5.8. The Seller is obliged to discuss with the Buyer the claim settlement, chosen by the Buyer, within 10 days after the claim is received at the latest.
5.9. The claim settlement and the decision on the amount of a claim will be stipulated based on a written agreement between the Buyer and the Seller. It is necessary to return the claimed subject of performance in the original packaging and to list the terms under which the subject of performance was used.
5.10. If the Seller did not supply the Buyer the subject of performance in the quantity, quality and design pursuant to the Agreement, it will be considered as a significant infringement of the Agreement and the claims from defects on the subject of performance will be settled pursuant to the provisions of Section 2107 of the Civil Code.
6.1. The Seller´s liability towards the Buyer from defects on the supplied subject of performance is limited by obligations arising from Article V. Defects, notification on defects, hereof. The Seller is not liable for any direct, additional or subsequent damages or lost profit, which may incur to the Buyer in connection with the subject of performance, e.g. if it is used inappropriately. The Seller´s possible compensation of the Buyer´s loss in case of any infringement of the Agreement is limited to 100% of the price for the subject of performance supplied pursuant to the infringed Agreement.
7.1. Any changes of the Agreement shall be made in writing and shall be approved by both Contracting parties; this is applied also to the change of this provision. The agreed delivery term of the subject of performance is prolonged by 3 more months after the date of demonstrable payment of the previous supplies not paid within the maturity period.
8.1. The Seller is not responsible for any loss or damage caused to the Buyer by infringement of the Agreement such as non-delivery or late delivery of the subject of performance due to force majeure, e.g. due to war, floods, fire, strike, lack of material, energies, fuels, or other objective reasons which were not caused by the Seller. The Buyer is obliged to take over the subject of performance anytime later when the Seller supplies it.
9.1. The information about clients is kept in accordance with the applicable legislation of the Czech Republic, mainly with the Act No. 101/2000 Coll., on Protection of Personal Data, subsequently amended. By concluding the Agreement, the Buyer agrees with processing and gathering of its personal data in the Seller´s database after successful performance of the Agreement.
9.2. The Buyer is entitled to access its personal data, revise it, and it has also other statutory rights to this data. It is possible to remove the personal data from the database based on the Buyer´s written request. The personal data of the Buyers is secured against any misuse. The Seller shall not provide the personal data of the Buyers to the third party, except for external forwarders whom the Buyers´ personal data is provided within the minimum scope necessary for the delivery of goods.
10.1. The legal relationships not regulated by this Agreement are governed by the appropriate provisions of the Civil Code and by the related legal regulations.10.2. The governing law for legal relationships established between the Buyer and the Seller and arising from the Agreement or in connection with it is the Czech law. Any disputes arising from the Agreement or in connection with it, including the issue of their validity, shall be settled at the court having its subject-matter and territorial jurisdiction in the Czech Republic, according to the valid legal order of the Czech Republic.
10.3. These GBT are an integral part of the Agreement and of the documents referring to these GBT. By signing the Agreement, the Buyer declares to be familiarized with these GBT and to agree with them. These GBT are effective as of 1.11.2016..