General Commercial Condition
Commercial Conditions
A – Pricing Fulfilment
The contractual parties have agreed on the prices of the individual deliverable items. Other price-related terms, such as insurance, packaging, and/or packaging materials may bespecified in this order.
B – General Terms of Delivery
1. The seller declares he is the owner of the sold goods. The seller also states that the goods are not subject to any third party rights.
2. The seller is not entitled to take into account unilaterally any receivable originating from this contact, or to pledge it or cede it to a third party without the prior written consent of the buyer. In the case of a breach of this obligation, the seller shall pay to the buyer, in addition to compensation for damage, a contractual fine amounting to 10 per cent of the value of the receivable taken into account, pledged or ceded.
3. The seller shall package the goods and fit the goods for the shipment in a way customary for the given type of goods.
4. Along with the goods, the seller shall submit all necessary documentation necessary for the acceptance and proper use of the goods, corresponding to the nature and purpose of the goods. Acceptance of goods is confirmed with the signature of an authorised person of the buyer on the accompanying documentation.
5. Payments and invoicing:
a) The buyer shall pay to the seller the agreed purchase price for the goods pursuant to an invoice, which must comply with all requirements for a tax document as per Act No. 235/2004 of Czech Legislation, as amended. The seller is entitled to invoice for the agreed goods after the delivery thereof. The invoice must be forwarded to the buyer in two counterparts.
b) The agreed maturity of invoices from the date of issue is specified in the title page of the draft purchase contract (order). The seller shall demonstrably deliver the invoice to the buyer within three days from the issuing of the invoice. The maturity of invoices shall be extended by any period of delay in the relevant invoice delivery.
c) The buyer may return an invoice to the seller before the payment date if the invoice contains incorrect pricing information or incorrect data, or if any of the requirements specified in paragraph 5a) above have not been met. The maturity period for such an invoice then commences anew from the delivery of a corrected invoice to the buyer.
6. Contractual fine and interest accrued from delays:
a) Should the seller be in arrears with the agreed delivery or any part thereof, the buyer shall become entitled to invoice to the seller a contractual fine of 0.05 per cent of the agreed price of the delayed delivery per each day of the delay. The right of the buyer to claim compensation for any damages incurred in relation to the penalised breach of obligations is not prejudiced in any way and the contractual fine shall not be included in compensation for damages.
b) The seller is entitled to claim punitive interest, if the buyer is in arrears with the payment of the invoiced amount or any part thereof, in accordance with section 369, paragraph 1, of the Czech Commercial Code, and section 517, paragraph 2, of the Czech Civil Code.
7. Substantial breach of contract:
The contractual parties have agreed to consider the following as a substantial breach of the contract, in accordance with section 345 of the Czech Commercial Code: a delay in performing the delivery or any part thereof of more than 10 days, and the delivery of defective goods.
8. Completion of delivery and acquisition of ownership rights:
The seller shall make the delivery to the specified place of delivery according to the agreed delivery terms. The ownership rights transfer upon the acceptance of the goods.
9. Quality guarantee:
Deliveries shall be received by an authorised employee of the buyer upon a request from the seller. The seller undertakes to deliver goods suitable for the agreed or customary purposes and provides a guarantee for the quality of the goods in accordance with section 429 and the following of the Czech Commercial Code for the period of 24 months from the date of acceptance of the goods by the buyer, unless agreed otherwise. This guarantee does not include components damaged by forceful handling and reasonable wear and tear.
10. The seller declares that the subject matter of the contract complies with the requirements of Act No 22/97 of Czech Legislation. The seller shall forward to the buyer a Declaration of Compliance, or an Affirmation regarding the issue of the declaration of compliance, in accordance with the requirements of Act No 22/97 of Czech Legislation and the associated government resolution.
11. The seller (natural person) agrees that for the purposes of arranging and concluding the contract, the buyer secures, processes and keeps the seller’s personal data in a written, printed and digital form in accordance with Act No 101/2000 of Czech Legislation, on the protection of personal data, as amended.
C – Other Provisions
The seller and buyer are identified in the draft purchase contract under their business names in accordance with their registration in the Register of Companies or Trade Register. The relevant provisions of the Commercial Code apply in cases not specifically addressed by these delivery terms.
D – Supplier’s Declaration
1. The Supplier hereby explicitly declares:
a) that as of the day of concluding this agreement, the Supplier has no overdue obligations to the Consumer;
b) that as of the day of concluding this agreement, the Supplier has no overdue VAT obligations to the relevant tax authority and/or is not in arrears with any other liability towards any other public institutions;
c) that as of the day of concluding this agreement and to the best of the Supplier’s knowledge, no legal, administrative, arbitration or any other proceeding is ongoing or impending before any institution of any jurisdiction, which could reasonably, on its own or in combination with other circumstances, negatively affect the capacity of the Supplier to meet its VAT obligations to the relevant tax authority;
d) that as of the day of concluding this agreement, there is no current, and to the Supplier’s best knowledge no impending, insolvency or any other proceeding that could generally limit the rights of creditors to have their receivables reimbursed that would be associated with the Supplier’s assets;
e) that payments received under this agreement will be used for the timely satisfaction of VAT obligations towards the relevant tax authority;
f) the Supplier has no knowledge of any circumstances that would preclude, during the term of virtue of this agreement, the timely satisfaction of the Supplier’s obligations towards the relevant tax authority;
g) that should the Supplier become unable to satisfy its VAT obligations towards the relevant tax authority, the Supplier shall notify the Consumer of such a situation and immediately commence negotiations to reach an agreement on the VAT on a particular invoice being paid by the Consumer directly to the bank account of the relevant tax authority;
h) that should the relevant tax authority call on the Consumer to pay due VAT in lieu of the Supplier, the Consumer shall become entitled unilaterally to include the claim originating from such a payment against any receivable due by the Consumer to the Supplier;
i) that the consideration specified in this agreement is considered paid even in the case of payment of due tax by the Consumer in lieu of the Supplier as per Sections 109 and 109a of the Value Added Tax Act.
