The General Terms and Conditions of company Přidal s.r.o. (Hereinafter referred to as Seller) valid from January 1st, 2008 until the appeal
I. GENERAL PROVISIONS
1. The General Terms and Conditions apply to all purchase contracts, orders and order confirmation.
2. The contract is based on the fact that the buyer is acquainted with the General Terms and Conditions.
II. ORDERING OF GOODS AND ITS CONFIRMATION
1. The buyer passes the order:
• in writing by post or • by fax or • by e-mail or • personally to a competent employee of Přidal s.r.o
2. The order must contain the following information:
• Name, company ID, address and contact details (phone, fax, e-mail) of the buyer, name of the statutory representative; • the type, quantity and code of the goods to be subject to delivery
3. After receiving of the order, the seller sends the buyer an order confirmation that the order has been received and processed as requested.
4. After receiving and confirmation of the order by the seller is established a contractual relationship that is governed by these general terms and conditions.
III. PURCHASE CONTRACT
1. The Purchase Contract is concluded on the basis of an agreement by Přidal s.r.o. and buyer for higher and recurrent purchases of goods. Seller agrees to deliver and buyer to take and pay the goods in the delivered quantity and within the time specified in the Purchase Contract.
2. The requirements of the Purchase Contract are:
• determination of the Parties (name, ID, addresses, legal status, contact details, names of statutory representatives) • determination of traded goods • determination the purchase price or how it will be determined in the future • way of transport • delivery terms • payment terms • resolution of any disputes
3. Divergent arrangements in the Purchase Contract take precedence over the wording of the General Terms and Conditions.
IV. DELIVERY METHOD
1. The way of delivery of the goods depends on the agreement between the buyer and the Přidal s.r.o. Standard delivery conditions: EXW (no shipping)
V. PROPER PERFORMANCE
1. Performance is considered proper if the seller has handed over goods in the specification, quantity and quality specified in the offer approved by the customer.
2.Where the subject of commercial cooperation is met by several partial deliveries, each delivery is considered to be timely and proper performance if it is carried out in accordance with the relevant contract under which is realised the commercial cooperation between Přidal s.r.o
VI. TIME PERFORMANCE
1. Delivery is understood at the earliest possible delivery date, unless agreed otherwise.
2. As a fulfilled delivery is considered its handover to the carrier, the buyer or a person authorized by him.
3. Any buyer requirements to change the purchase contract, if accepted by the Přidal s.r.o., adequately extend the agreed delivery period.
4. When circumstances occurring in a force majeure which hinder the seller from fulfilling contractual obligations, the seller has the right to reasonably extend the delivery period or withdraw from the contract. In neither case the seller will be liable for any damages incurred.
5. Force majeure means circumstances of a particular nature which hinder the seller, temporarily or in the long term, from fulfilling contractual obligations, which occurred after the conclusion of the contract and can not be avoided by the seller.
VII. THE PRICE
1. The price is determined in accordance with the valid price list of the Pridal s.r.o. for the given period and is expressed in offer of Přidal s.r.o. to buyer.
2. In case of long-term cooperation with buyer the price can be determined by agreement.
3. Unless otherwise agreed, the seller's prices are Ex Works (EXW) Kralice na Hane, Czech Republic, without the cost of non-standard packaging, shipping, insurance, customs duties and other charges.
4. Assuming that the price of goods has been agreed between the parties in view of transport, insurance, or other rates and customs duties in force at the time of conclusion of the contract and these rates are subsequently changed, the seller reserves the right to adjust its prices accordingly correspondingly.
1. The goods must be stored in dry or otherwise temperature-controlled warehouses, in non-aggressive environment.
1. The goods are delivered in the usual packaging or determined by the technical standards for the agreed type of goods and for the agreed transport conditions so as to prevent damage to the goods during transport to the agreed destination. Unless stated otherwise in the contract, the seller determines the packaging, way of packing and shipping method.
X. PAYMENT TERMS
1. The basis for the payment is the commercial invoice, which is delivered to the buyer after the delivery of the goods. Payments are carried out to the seller's bank account in the agreed manner.
2. Unless otherwise specified in the contract, the consideration for the contract goods shall be payable within the due date indicated on the seller's commercial invoice.
3. Payment is considered made when the amount owed is credited to the seller's account in full.
4. Payment, which results from the contract, the purchaser is not entitled to retain any reason, or to settle their claims against the seller, without his written consent.
5. Seller reserves the right to restrict or cancel agreed and prepared orders and contracts if the buyer does not fulfill its payment obligations.
1. Complaints have to be applied only in writing by Přidal s.r.o. immediately after their detection, but no later than 30 days after the delivery of the goods.
2. The complained product must be unpolluted and free from damage caused by inconsiderate manipulation by the buyer.
3. The buyer must provide a list of the complained products of with the following:
• from which commercial invoices (orders) are complained defective products • complaint reasons
4. Transport damage claim immediately
• If transport is provided by the buyer himself, the products can be checked at the premises Přidal s.r.o. and any damaged products will be replaced. Subsequent complaints for damage will not be accepted. • If the transport is provided by the seller (Přidal s.r.o.), after transport to the destination, the buyer will check the products. In case of damage to goods, the buyer shall make a list of products and their damage. The list must be confirmed by the signature of the buyer and the driver and immediately sent to the seller for further negotiations.
5. The seller will check all the goods complained of and send a written statement to each complaint. The maximum time limit for reviewing the complaint by the seller and sending a written statement is 30 calendar days after receiving a written complaint.
6. If the complaint is justified, the seller shall be entitled at its option to replace a new shipment of the consignment under unchanged conditions, or provide financial compensation to the purchase price of the complained goods.
7. No warranties are provided for apparent or hidden defects arising from improper use or handling of the goods or if the technical requirements and conditions given by the seller have not been met.
1. In case of buyer's delay in payment of the invoice for the goods the buyer will pay the interest on arrears for the period from the due amount owed to its payment. The interest on late payment amounts to 0.05% of the outstanding amount for each day of delay.
XIII. DISPUTE RESOLUTION
1. Relations unsolved by the General Terms and Conditions or the Purchase Contract will be settled in accordance with the generally binding legal regulations of the Czech Republic (unless otherwise agreed).
XIV. FINAL PROVISIONS
1. Seller reserves the right to suspend the agreed deliveries or cancel the contract after prior notification, without the obligation to pay the buyer any compensation and without losing entitlement to payment of damages in the event of a material breach of contractual obligations by the buyer. Substantial breach of contractual obligations by the buyer shall mean in particular:
non-acceptance of goods from the seller under the terms and agreements
non-payment of the agreed purchase price to the seller
complaints of products damaged by improper care and handling products by buyer
2. Contractual relations between the seller and buyer are governed by Czech law, particularly the provisions of the Civil Code, Civil Administrative Code and the Commercial Code.
3. The interpretation of the General Terms and Conditions of purchase and all agreements of the Purchase Contract is governed by the International Rules for the Interpretation of Business Terms adopted by the International Chamber of Commerce in Paris in 2000 (INCOTERMS 2000).