Purchase business conditions No.1 / 2014

  1. Introductory provisions
    These Terms and Conditions (hereinafter referred to as the “Terms and Conditions”), issued in accordance with the provisions of § 1751an. disciple. No. 89/2012, the Civil Code as amended (hereinafter "NOZ"), the company ConTree Concept as or its subsidiary ConTree Innovation sro with its registered office in Pilsen, Zborovská 6, postal code 301 00, ID number: 290 82 269, registered in the Commercial Code . of the Register kept by the Regional Court in Pilsen, Section B, Insert 1516, (hereinafter referred to as the “Customer”) governs the rights and obligations arising from all contractual relationships (hereinafter also the “Contract”) in which the Customer acts as a buyer (for purchase contracts) or as the client (for work contracts or contracts for the provision of other performance) and from relations relating to compensation for damage and the issue of unjust enrichment, arising in connection with the breach of rights and obligations arising from the Contract with the Contract. These purchase conditions take precedence over any business conditions of the Supplier or their references to them contained in the Supplier's documents.

  2. Interpretation of terms
    For the purposes of these Terms and Conditions (NOP) and the Agreement:

    • "Goods" means any movable thing, service, work performed or any other performance provided by the Supplier to the Customer

    • "Price" means the amount that the Customer is obliged to pay to the Supplier for the delivery of the Goods

    • "Delivery date of the Goods" means the agreed delivery date of the Goods to the Customer

    • "Invoice" means an invoice or other tax document by which the Price is charged to the Customer by the Supplier

    • "Contract" also means the Customer's Order confirmed by the Supplier for the delivery of the Goods, the Supplier's offer confirmed by the Customer for the delivery of the Goods

    • "Order" means any order made by the Customer addressed and delivered to the Supplier for the delivery of Goods to the Customer

    • "Supplier" means the seller in the case of purchase contracts, the contractor in the case of a work contract or any other entity which is to deliver the Goods or services to the Customer on the basis of the Order or the Contract

    • "Customer" means any third party who orders Goods or services from the Customer on the basis of an order or contract for work

  3. Rights and obligations of the Supplier

    • The Supplier is obliged to deliver and hand over the agreed Goods to the Customer properly and on time, ie at least before the expiry of the agreed Delivery Date of the Goods, and to enable him to acquire ownership of the Goods. The Supplier undertakes to deliver the agreed Goods without legal and physical defects, in the agreed quantity and quality, unless otherwise agreed. The Supplier undertakes to submit documents for such goods to the goods, if this is usual or requested by the Customer.

    • If the Delivery Date of the Goods is not expressly agreed, the Supplier is obliged to deliver the Goods to the Customer without undue delay after the conclusion of the Contract, taking into account the nature and quantity of the delivered goods. Unless otherwise agreed, the Supplier's obligation to deliver the goods is not fulfilled by the Supplier allowing the Customer to dispose of the goods at the place of performance and notifying him of this fact in a timely manner. If the Order contains a proposal for the Delivery Date of the Goods and the Supplier does not express its acceptance of the proposed Delivery Date of the Goods upon acceptance of the Order, it shall be deemed that it agrees with the proposed Delivery Date of the Goods. If the Supplier states in the acceptance of the Order that the Delivery Date proposed by the Customer or the Delivery Date specified by the Supplier in the Order is non-binding or otherwise indefinite, the Delivery Date of the Goods is a maximum three days longer than the delivery date of the Goods stated in the Order acceptance (or proposed by the Customer in the Order, if no delivery date of the Goods is specified in the acceptance of the Order). Delivery of the Order confirmation by the Supplier or only delivery of the order by the Customer concludes a purchase contract, if it is clear from the content of the order that the Customer is interested in performance. For these cases, proper delivery of the Customer's order is considered to be delivery in writing or made by fax or e-mail. In the event of any change to the order, this order is considered a new order.

    • Delivery of goods that show defects, both factual and legal, minor unfinished work or if they do not meet the conditions agreed and exchanged in the Contract (eg in terms of quantity, quality, design, packaging, declaration of conformity, or according to the sample, etc.), legal regulations or technical standards. Partial delivery of the Goods, the Customer is entitled to refuse or request a discount, at least in the amount of the difference in price for the purchase from another supplier, if the supplier is in arrears. The Customer has the same right in the event of a defect that the Goods have when the risk of damage passes to the Customer, even if this defect manifests itself later or this defect was caused by the Supplier in breach of its obligation. The Supplier's obligations for guarantees for the quality of the goods are not affected.

    • Unless expressly agreed otherwise, the Customer is entitled to withdraw from the contract whenever the Supplier is in delay with the delivery of the Goods or if it does not deliver the Goods or part thereof properly and without any defects and unfinished work as described below, or in any other way substantially in the sense of the provisions of § 2002 NOZ.

    • In the event of a remediable defect of the delivered Goods, services or any part thereof during the warranty period, the Supplier is obliged to eliminate such defect within 48 hours on the basis of the Customer's complaint, unless the Parties agree otherwise. In the event that the defect is not remedied within the specified period, the Customer reserves the right to withdraw from the Contract.

    • The warranty period for the delivered goods is 36 months, unless otherwise stipulated by a legal regulation or another generally binding regulation. The warranty period begins on the day the Goods are handed over to the Customer. In the case of dispatch or other delivery by a third party, the warranty period runs upon acceptance of the Goods by the Customer.

    • Option - The Supplier undertakes to provide the Customer for at least 12 months from the delivery of the Goods, based on another Customer order delivered to the Supplier, is able to ensure the delivery of the same goods under the same conditions specified in the new Order, without reservations.

    • Any defects covered by the warranty shall be removed by the Supplier at its own expense and within the time limits pursuant to Article 3.4. or Article 4.8.

    • All agreed prices are valid as fixed, for the entire duration of the contract and are understood to be prices including costs of delivery of goods, especially costs of packaging, handling, price of transport material and possible insurance costs.

    • The supplier is obliged to properly pack the goods and properly secure them for the purposes of transport according to the usual practices with regard to preventing the possibility of negative impact on the environment, so as to ensure maximum preservation and protection of goods during transport from loss or damage. The Supplier is responsible for any loss or damage that occurred before the delivery date and acceptance by an authorized person on the part of the Customer.

    • The goods must meet the technical requirements set by the legislation of the Czech Republic. The Supplier undertakes that the goods will be suitable for use for the usual purpose for a specified period of time, ie for the period specified in the provisions of Article 3.6., And that they will retain their usual properties. In the case of special technical - quality requirements of the Customer, which he notified the Supplier no later than with the order of goods, the goods must also meet these technical - quality requirements of the Customer. If the Goods do not meet the conditions set out in this article, it is considered that it is a breach of contract in a material way and the Customer has the right to withdraw from the contract.

    • The Supplier is obliged to provide at its own expense any necessary certificates or permits or approvals of state authorities of the country of origin of the goods, as well as the Czech Republic.

    • The Supplier is obliged to provide the Customer with all necessary documentation and other documents necessary for the proper handling of the delivered Goods.

  4. Rights and obligations of the Customer

    • The Customer has the right to request from the Supplier information on the status of fulfillment of the conditions of the Contract. If the Supplier does not provide such information within three working days of receiving the Customer's request, the Customer is entitled to withdraw from the Contract and demand the return of all performance provided so far.

    • The Customer is obliged to inspect the Goods no later than fifteen days after its receipt, unless circumstances prevent it from the Supplier. If the Customer discovers the existence of defects by inspecting the Goods with the usual attention, he is obliged to notify the Supplier of these defects within thirty days of their discovery. In addition to the right to withdraw from the Contract in the event of non-elimination of defects by the Supplier within a reasonable or agreed period or in the event of irreparable defects, the Customer also has the right to a reasonable discount on the Price of Goods or delivery of replacement Goods within 96 hours after such a request. In the event that the claimed defects of the Goods or services cannot be removed within 48 hours due to time constraints, the Supplier has the right to apply a discount according to Article 4.8 c), but always at least in the amount of the discount, which may be requested by the Customer. days from the notification to the Supplier for application in the form of compensation for damage from defects in the Goods. The provisions on damages are then not affected by this provision.

    • Delivery of the Goods is carried out only by inspection of the Goods by a responsible employee of the Customer, but not earlier than the time specified as the time of performance.

    • In case of necessity of installation or assembly of goods or provision of services, the goods or services are considered delivered only at the moment of protocol acceptance of the proper installation of the service by the Customer, ie installed perfect goods without unfinished work. Until the proper acceptance according to the above, the Customer has the right not to accept the invoice or return it as unjustified, when he is not obliged to pay the purchase price.

    • The customer is not obliged to accept the goods or services before the agreed delivery date. The customer is not obliged to accept less or more than the agreed quantity of goods.

    • The Customer may change or cancel any part of its order if it notifies the Supplier in due time. Changes to the order can be made by the Customer until the moment of delivery of the goods.

    • The Customer is obliged to notify the Supplier no later than 30 working days from receipt of the goods of any obvious defects in the goods, incl. delivery of a smaller quantity of goods, incompleteness of the delivery of goods, or obvious disruption of the delivery of goods, or other hidden defects on the goods.

    • The Supplier is obliged to eliminate the defects of the goods within the period specified in the Customer's notification of defects. The Customer's claims for defects in the Goods: a) request the elimination of the defect by repair within 48 hours, if they can be removed, b) demand delivery of new goods without defects or delivery of missing Goods or part thereof within 96 hours, c) demand a reasonable discount from the purchase price of defective goods d ) to withdraw from the purchase agreement. The choice of the claim for defects in the goods belongs to the Customer at its discretion. The Customer is obliged to notify the Supplier of this choice in the sent notification of defects, without undue delay after this notification of the finding of defects. If it is possible taking into account all the circumstances, the Customer has the right to change the choice made without the consent of the Supplier. The Customer has the right to withdraw from the contract even if he does not notify the Supplier of the defect of the Goods in time. Withdrawal from the contract does not terminate the buyer's right to compensation.

  5. Payment terms and penalties

    • The Supplier is entitled to issue an Invoice within the period specified below, starting from the moment of proper and timely acceptance of the Goods by the Customer, provided that the Goods are delivered properly in the quantity specified in the Order (see point 3.2 of the Conditions). The due date of the Invoice is 90 days from the date of its issuance. The Customer is entitled to return to the Supplier an Invoice issued in violation of the Contract or these Conditions or legal regulations, or if it contains incorrect or incomplete data, until it is paid. If the return of the Invoice is justified, the Customer is not in arrears with its payment. The due date of a new Invoice is the same number of days from the date of its issuance as for a Returned Invoice. The Supplier is obliged to attach to the invoice as an attachment to the invoice a delivery note with the designation of the Customer's order number and the designation of the person authorized to sign the delivery note. The delivery note must be signed by the person who handed over the goods to the Customer on behalf of the Supplier of the goods, stating the name and function.

    • In the event of the Supplier's delay in the delivery of the Goods, the Supplier undertakes to pay the Customer, upon request, in addition to any damage incurred in full, a contractual penalty of 0.5% of the total Price of the Goods for each day of delay.

    • In the event that the Supplier violates its obligation set out in Article 3.5 (NOP), the Supplier undertakes to pay the Customer a contractual penalty in the amount of two thousand Czech crowns for each day of delay in the removal of each defect. The right to compensation for damages is not affected.

    • If the Supplier violates its obligation to deliver on the basis of a possible further order or on the basis of an option right, it undertakes to pay the Customer a contractual penalty in the amount of one thousand Czech crowns for each day of delay. The right to compensation for damages is not affected.

    • In the event that the Supplier breaches its obligation to deliver the complete goods according to the Order within the period specified in the Order or the Contract, the Supplier undertakes to pay the Customer another contractual penalty in the amount of ten thousand Czech crowns, for each day of delay. The right to compensation for damages is not affected.

    • Adherence to the protection of confidential information Article 7.3 of the NOP is ensured by a contractual penalty in the amount of one hundred thousand Czech crowns, which the Party entitled to pay to the party infringing the protection of confidential information is obliged to pay.

    • The Customer is entitled to apply the contractual penalty by means of a sanction invoice, which will contain, in addition to the data required by legal regulations, also the specification of the breach of duty. Unless otherwise specified, such invoice shall be due within 15 days of its issue.

    • The Customer is entitled to make a unilateral set-off, if the requirements set by the relevant legal regulations for such set-off are met, any contractual penalties or discounts applied to the due receivables of the Supplier, even retroactively. The limitation period of a receivable does not prevent set-off if it occurred after the time when the receivables became eligible for set-off.

    • The Supplier undertakes to replace the delivered goods which, as a result of defective material, defective production, design solution or unprofessional installation performed by the Supplier, have become unusable or have ceased to meet the technical - quality requirements. If the delivered goods or services have defects, the Customer is not obliged to pay the price of the goods or the unpaid part of the price of the goods until the complete elimination of defects of the goods or delivery of replacement goods for defective goods. The same applies if less than the agreed quantity of goods is delivered.

  6. Judgment, delivery, amendment of the Contract

    • The Supplier and the Customer have expressly agreed that all property disputes that may arise in the future from the Contract (including the Conditions), as well as disputes that may arise in connection with the Contract (including the Conditions), including its validity, interpretation, implementation or termination, rights arising directly from the Agreement (including the Conditions), questions of the legal validity of the Agreement (including the Conditions), as well as issues of rights related to these rights, even if the Agreement (including the Conditions) is invalid, canceled or withdrawn (hereinafter referred to as "dispute" or "disputes"), will be decided in the jurisdiction of general courts, determined in accordance with the relevant legislation governing both substantive and territorial jurisdiction. The Code of Civil Procedure or other general procedural norms according to the type and form of proceedings will always be applied as the initial procedural regulation.

    • The Supplier and the Customer further agree that the delivery of all documents within the contractual relationship established by the Contract, and in arbitration proceedings pursuant to clause 6.1, shall be performed at the Customer's address - Zborovská 6, Plzeň, and the Supplier to the delivery address specified in the Contract. If it is not kept in the Contract, then to the delivery address of the Supplier generally known from business relations. If the document served is not deposited with the entity serving the document, it shall be deemed to have been delivered on the day following the day on which the consignment was returned to the sender (contracting party or arbitrator), even if the addressee did not learn of this service. The Supplier and the Customer expressly request the delivery of decisions issued by the deciding authority to the address of the parties determined for delivery in accordance with the first sentence of this point (6.2).

  7. Final Provisions

    • These Conditions fully replace all previously issued and effective business conditions of the Customer for the purchase of Goods. These Conditions take effect on March 4, 2014

    • Deviating provisions of the Agreement take precedence over the provisions of the Conditions. Legal issues not regulated by the Agreement and these Conditions are governed by the law in force in the Czech Republic, in particular the Civil Code and the Commercial Corporations Act.

    • If the parties refer to conflicting business conditions, the contract is concluded with the content specified to the extent that the business conditions do not conflict.

    • The Supplier acknowledges that all data and information exchanged between the Supplier and the Customer are considered confidential.

    • The supplier reserves the right to change these terms and conditions at any time as needed.

    • The Supplier expressly accepts the wording of these terms and conditions.

 

Prepared-new version: in Pilsen on 01.01.2014

© 2019 ConTree Innovation s.r.o., ConTree Concept a.s.

Zborovská 6 | 301 00 Plzeň, Czechia

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