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General Terms and Conditions (GTC)

1. INTRODUCTORY PROVISIONS

  • 1.1. The Seller, TEMAC, a.s., ID No.: 000 12 092, VAT No.: CZ 000 12 092, a joint-stock company with its registered office at Nymburská 53, Zvěřínek, Postcode 289 13 (hereinafter referred to as the “Seller”), and the Buyer given in the Purchase Order (hereinafter referred to as the “Buyer”, the Buyer and Seller jointly also as the “Parties” and each individually as the “Party”) have agreed to these General Terms and Conditions for the Sale of Goods (hereinafter referred to as the “GTC”). The subject of these GTC is primarily setting the basic regulations and conditions under which the Seller undertakes to sign a Purchase Agreement (hereinafter referred to as the “Agreement”) with the Buyer, regarding the purchase of goods from the Seller’s offer.
  • 1.2. The Buyer is obliged to notify the Seller, without undue delay, of any change in identification data such as the company name, registered office, statutory body, bank details, ID No., VAT No., correspondence address, etc.
  • 1.3. The Seller declares that all personal data is true, will be used only for fulfilling the Agreement with the Buyer and will not be published, shared with a third party, etc. in any way, with the exception of a situation related to the distribution or payments concerning the goods ordered (e.g. informing them of the name and delivery address).
  • 1.4. The Seller undertakes to supply the Buyer with goods and transfer the ownership rights for the goods to them, in accordance with these GTC. The Buyer is obliged, pursuant to these GTC, to properly receive the goods and especially to pay the agreed price for the goods within the set time.

2. BACKGROUND DOCUMENTS AND INFORMATION

  • 2.1. These GTC are governed by Act No. 513/1991 Coll., the Commercial Code (hereinafter referred to as the “Commercial Code”), primarily the provisions of the Commercial Code governing the Purchase Agreement, unless it arises from the text of the GTC that the Parties have regulated the legal relations between themselves differently.
  • 2.2. These GTC are applicable to all legal relations established between the Seller and the Buyer based on the Purchase Order, the Agreement on Price and Goods Delivery Deadline and these GTC. Other conditions, contrary to the Purchase Order, the Agreement on Price and Delivery Deadline, the Purchase Agreement or these GTC, primarily the conditions included in the business terms and conditions or in the Buyer’s forms, are invalid. Should any agreements or arrangements between the Seller and the Buyer be in conflict with these GTC, the provisions of the GTC shall prevail. These GTC are fully compliant with the provisions of Section 273 (1) of the Commercial Code.

3. CONCLUSION AND CONTENTS OF THE AGREEMENT

  • 3.1. “Purchase Order” means the purchase order placed (even verbally) by the Buyer to the Seller, specifying the type of goods, volumes and the required delivery deadline requested by the Buyer, regarding the goods inquired of by the Seller from the Buyer, or other facts the Buyer considers necessary or suitable to specify in more detail to the Seller.
  • 3.2. “Agreement on Price and Delivery Deadline” is understood to be the confirmation (even verbally) from the Seller to the Buyer about the Seller accepting the Order, for the price of goods given in the Seller’s current pricelist or the Order, and with the goods delivery time given in the Price and Goods Delivery Time Agreement. These GTC are part of the concluded Agreement on Price and Delivery Deadline.
  • 3.3. “Concluded Agreement” is understood primarily to be the Seller’s confirmation of a Purchase Order placed by the Buyer. The Agreement between the Seller and the Buyer is also concluded upon the Buyer’s confirmation of the receipt of the goods delivered by the Seller to meet the Purchase Order, by signing the consignment receipt document, signing the delivery note or invoice, or upon confirming the acceptance of the goods in another way, even verbally. It is assumed that the Buyer is familiar with the GTC and these apply as adopted at the latest when the goods are received by the Buyer.
  • 3.4. No changes or amendments to this Agreement shall take effect unless produced in writing, otherwise the Seller is not bound by them.
  • 3.5. All the Seller’s offers are essentially non-binding, unless the Seller expressly declares them binding.
  • 3.6. Verbal or written arrangements effected prior to the signing of the Agreement by both Parties and relating to a trading transaction according to the Agreement signed later, become invalid if not included in the Agreement or if not in accordance with these GTC.
  • 3.7. Should the Buyer fail to meet any of their contractual or legal obligations, the Seller may insist on their fulfilment, or withdraw from the Agreement and sell the goods to a third party. In both cases, this shall be without prejudice to the Seller’s right to claim compensation for damage incurred in connection with the Buyer’s default.

4. GOODS

  • 4.1. The Goods required by the Buyer are specified in the Purchase Order.
  • 4.2. The Buyer shall not acquire the ownership right to the goods earlier than on the day of the full payment of the price for the goods (retention of title) unless otherwise agreed by the Parties in the Agreement.
  • 4.3. Partial fulfilment is acceptable and the Buyer is not authorized to refuse it.

5. PRICE OF THE GOODS

  • 5.1. The price of the goods is always determined according to the Seller’s current pricelist of the goods or based on the rate agreed by the Buyer and the Seller in the Purchase Order and the Agreement on Price and Delivery Deadline.
  • 5.2. All the prices of the goods apply as ex Seller’s warehouse (“Ab Werk”, “Ex Works”), and unless otherwise expressly agreed, the prices do not include packaging, loading on a truck, transportation costs and insurance. Value added tax shall be charged in addition to the prices of the goods, according to the current statutory rate.

6. PAYMENT AND TERMS OF PAYMENT

  • 6.1. The Buyer undertakes to pay the Seller the price of the goods in cash or by bank transfer to the Seller’s bank account.
  • 6.2. The Seller is authorized to request that the Buyer pays a deposit for the price of the goods ordered, up to 100% of the price of the goods. To this end, the Seller shall issue the Buyer with an advance invoice.
  • 6.3. If it later becomes clear that the Buyer will not meet the obligations due to a lack of competence or due to their behaviour in preparing the fulfilment, the Seller may request the payment of a further deposit, if the previous one was not sufficient. To this end, the Seller shall issue the Buyer with an advance invoice. Upon the expiry of the deadline for the fulfilment (pursuant to Article 6.5), the Seller has the right to withdraw from the Agreement.
  • 6.4. The invoice is a payment and tax document, which contains, primarily, the date of issue and the date of the taxable supply; the due date; the goods description, their volumes, unit prices; the overall price excluding VAT; VAT; the overall price payable; numbers of the delivery notes, if issued separately; Purchase Order number and the identification of the Seller and the Buyer.
  • 6.5. The price of the goods (deposit for the price of the goods / remainder of the price of the goods) is payable on the day indicated in the invoice (advance invoice / final invoice). If the invoice does not stipulate such a day, the due date is 14 days from the day of issue by the Seller.
  • 6.6. In the event of bank transfers, payments shall be deemed effected on the day on which the amount concerned is credited to the Seller’s bank account.
  • 6.7. Should the Buyer default on the payment of a deposit for the price of the goods or the remainder of the price of the goods based on the advance and final invoices, the Buyer undertakes to pay the Seller a penalty accruing at a rate of 0.05% of the price of the goods for each day it is delayed.
  • 6.8. The penalty according to Article 6.7 is payable within 2 days following the delivery of the Seller’s written request, to the bank account specified in the request. The right to the payment of the penalty shall be without prejudice to the Seller’s right to claim the fulfilment of the obligation concerned, the right for the compensation of the damage in full or the respective claim for interest on late payments. The Parties’ obligation to pay a penalty shall not be affected by any circumstances excluding liability.
  • 6.9. If several obligations exist between the Buyer and Seller, the amounts paid shall be used for the settlement of the amount due at the earliest date, and at first for the settlement of appurtenances thereof.

7. PAYMENT PERIOD, TRANSFER OF GOODS

  • 7.1. The Seller’s obligation to deliver the goods is deemed fulfilled upon the handover of the goods to the first carrier for transportation (including a licensed mail carrier), or to the Buyer where the delivery of the goods for transportation to the first carrier is not agreed. As regards the handover of the goods to the first carrier for the delivery thereof to the Buyer, the risk of damage to the goods passes to the Buyer upon such a handover; the Buyer is also authorized to apply the rights from the Transportation Agreement against the Carrier.
  • 7.2. The goods are handed over to the Buyer upon the delivery thereof to the Buyer at the agreed location, or if no agreement is made regarding such a location, at the moment of transferring the goods to the first carrier (or licensed mail carrier) for the transportation of the goods (delivery) to the place of destination. Unless the Seller and the Buyer agree otherwise, it is assumed that the agreed place of destination is the Buyer’s registered office, place of business or establishment.
  • 7.3. If the Buyer refuses to receive the goods, the Seller shall be entitled to claim a penalty at the rate of 25% of the price of the goods, unless agreed otherwise.
  • 7.4. The penalty according to Article 7.4 is payable within 14 days following the delivery of the Seller’s written request, to the bank account specified in the request. The right to the payment of the penalty shall be without prejudice to the Seller’s right to claim the fulfilment of the obligation concerned, the right for the compensation of the damage in full or the respective claim for interest on late payments. The Parties’ obligation to pay a penalty shall not be affected by any circumstances excluding liability.

8. WARRANTY FOR DEFECTS

  • 8.1. Goods shall be deemed defective if a deviation is identified in the quality, range and implementation of the goods stipulated in the Purchase Order, generally binding technical standards and regulations.
  • 8.2. The warranty period is 12 months, unless otherwise agreed by the Parties, commencing on the day of the fulfilment of the Seller’s obligations to supply the goods. The warranty pursuant to these provisions does not apply to the obvious defects of the goods that the Buyer could detect on the basis of an inspection of the goods immediately on acceptance, defects which originate in the wear and tear of the goods caused by their proper, regular usage, and to defects caused by the unauthorized use of the goods in conflict with the proper method of use.
  • 8.3. If defects covered by the Provider’s warranty occur with the goods in the warranty period, the Buyer shall claim such defects with the Seller, without undue delay, upon their discovery, no later than by the end of the warranty period. The Buyer shall claim obvious defects to the goods with the Seller within 10 days of the acceptance of such goods. The Buyer is obliged to claim the defective goods with the Seller in writing; a description must be given about how the symptoms of the defects concerned. Until a complaint regarding the defective goods is settled, the Buyer cannot handle the goods in such a way that may affect or prevent the verification of the claimed defects or that would deteriorate the condition of the defective goods.
  • 8.4. If a complaint regarding the defective goods is accepted as justified, the Seller may either rectify the defect within the respective deadline or deliver new goods under the same conditions as the original goods, at the Seller’s discretion. Upon agreement with the Buyer, complaints may also be resolved by providing a fair discount off the price of the goods.
  • 8.5. The settlement of a complaint pursuant to Article 8.4 shall also constitute the settlement of the Buyer’s right to claim damages, if any; the Buyer is subsequently not authorized to claim such damages against the Seller.

9. LIABILITY FOR DAMAGE

  • 9.1. The Seller shall exclusively indemnify the Buyer for the damage caused to the Buyer through a breach of obligations arising from contractual relations based on the Agreement and these GTC.
  • 9.2. The Seller shall not indemnify the Buyer for any direct or indirect damage or lost profits resulting from the improper use of the goods or the use of defective goods.
  • 9.3. The Seller shall not indemnify the Buyer for damage incurred from the purchase agreements signed by the Buyer with third parties, primarily for subsequent or indirect damage.
  • 9.4. The Parties agree that if the Seller is found obliged to indemnify the Buyer for the incurred damage, the compensation for the entire damage is limited to the price of the goods.
  • 9.5. The Seller shall not be liable for damage resulting from force majeure. Force majeure is understood to mean an unforeseeable event occurring after the receipt of the Purchase Order without fault of the Seller.

10. WITHDRAWAL

  • 10.1. The Buyer is not authorized to withdraw from the Agreement established by the Purchase Order, Purchase Order Confirmation and these GTC.
  • 10.2. The Seller is authorized to withdraw from the Agreement based on the Purchase Order, Agreement on Price and Delivery Deadline and these GTC in the event of the Buyer’s delay in the settlement of the deposit or remainder of the price of the goods by more than 4 days, if the Buyer fails to submit the agreed documents necessary for the implementation of the job or in the event of a gross breach of the Agreement, or otherwise as stipulated in the Commercial Code. The Seller’s withdrawal from the Agreement shall be without prejudice to the Seller’s right to claim the payment of a penalty and compensation for damage pursuant to the valid legal regulations and these GTC.
  • 10.3. The withdrawal is effective as of the delivery of the withdrawal notification to the other Party.
  • 10.4. Upon their withdrawal from the present Agreement, the Parties shall immediately return their mutual fulfilments to one another, together with the settlement according to the principles of the surrender of any unjustified enrichment.

11. RESOLUTION OF DISPUTES

  • 11.1. All disputes between the Seller and the Buyer arising from or related to the legal relations established by the Agreement, Purchase Order, Agreement on Price and Delivery Deadline and these GTC shall be resolved amicably in the first place.
  • 11.2. All disputes arising from this Agreement or in connection hereof shall be resolved with a final validity by a single arbitrator appointed by the party initiating such proceedings from the list of members maintained by Asociace arbitrů (Association of Arbitrators), ID No. 269 93 34, with their registered office in Thunovská 12, Prague 1 – Malá Strana, Postcode 118 00, registered by the Ministry of the Interior of the Czech Republic, or appointed by the president of Asociace arbitrů, if the party initiating such proceedings does not use its right, through arbitration proceedings conducted according to the arbitration Rules of Asociace arbitrů, with which the Parties have familiarized themselves. The Parties agree that the arbitration proceedings shall be conducted solely on the basis of written motions, without verbal proceedings, and that disputes shall be resolved in accordance with the equity principles, and that the arbitration award need not be justified. The venue of arbitration shall be the offices of Asociace arbitrů.

12. FINAL PROVISIONS

  • 12.1. The Buyer is aware that in buying the goods from the Seller’s offer, the Buyer does not enjoy any rights to the use of registered trademarks, trade names, company logos or patents of the Seller or third parties, unless otherwise agreed in the form of a separate agreement.
  • 12.2. If the Seller provides the Buyer with information designated as confidential, the Buyer may not disclose it to third parties, or use it in contravention to its purpose for their own needs. Should the Buyer breach this obligation, the Buyer shall be obliged to pay compensation. Temac, a.s. 289 13 Zverinek Czech Republic www.temac.cz
  • 12.3. The Seller and the Buyer are obliged to act honourably and in good faith in relation to the other Party. The Buyer undertakes to support the good name of the Seller and the Seller’s goods.
  • 12.4. The Buyer is not entitled to assign their rights or obligations from the Agreement to a third party without the prior written consent of the Seller.
  • 12.5. Should any provisions of the Agreement or these GTC be or become ineffective, this shall be without prejudice to the effectiveness of the remaining provisions. In such cases, the Parties shall agree upon the arrangements that best correspond to the meaning and purpose of the Agreement and which will best correspond to the ineffective provisions.
  • 12.6. These GTC come into effect on 1 May 2010 and repeal all previous provisions and practices. The Seller reserves the right to amend these GTC without prior notification.
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