Commercial Conditions

Business conditions (AWT as purchaser of services/products):

payment conditions:

·        Payments are made on the basis of an invoice of the seller,

The internal contract number constitutes a fundamental particular of the invoices (tax documents).

·        The seller issues an invoice within 15 days from tax supply, this being on the basis of this contract and handover protocol confirmed by the buyer which it appends to the invoice.In the case of the handover of the subject of purchase by a carrier the handover protocol will be replaced by the carrier’s delivery note.

·        The maturity of the invoice is 30 days from its issue.The seller is obliged to deliver the invoice to the buyer in a demonstrable manner within 3 working days from issue.The maturity period is extended by the period of any delay with the delivery of the invoice.

Should the due date of the invoice fall on a Saturday, Sunday or state holiday, the deadline will be the immediately following working day.

·        The invoice will have the particulars of a tax document (Act No 235/2004 Coll., concerning VAT), the number according to the register of contracts (see first page) will be given on it, and it will be substantiated by the confirmed handover protocol or delivery note, otherwise the buyer will be authorised to return it without payment.A new maturity period starts to run with the delivery of the corrected invoice.

·        If the buyer is in delay with the settlement of the invoice or part thereof, the seller is authorised to require of the buyer late charges in the sense of the provision of section 1970 of Act No 89/2012 Coll., the Civil Code.

·        The seller is not authorised to unilaterally set off, pledge or assign any receivable from this business case without the prior written consent of the buyer.For the eventuality of a breach of the ban on the pledging of a receivable, the seller undertakes to pay the buyer a contract penalty in the amount of 10% of the nominal value of such a pledged receivable in addition to compensation for damage.  Any unilateral setoff or assignment of a receivable in breach of this provision is invalid.

In the event that the contractor (other contracting party – seller, supplier, lessor…) is in default towards the client (AWT a.s. – buyer, consumer, lessee,….) with the settlement of liabilities arising from any of the duly concluded contracts, the client (AWT a.s. – buyer, consumer, lessee,….)  has the right to suspend the settlement of liabilities arising from this contract.Liabilities can be set off by the client (AWT a.s. – buyer, consumer, lessee,….) unilaterally.

·        For a case where on the basis of an invoice issued by the seller the fee for the taxable supply should be provided in whole or in part by credit transfer to an account other than the account of the seller to which remote access is permitted in a manner published by the tax administrator, and if the fee for this performance exceeds twice the amount according to the law regulating the restriction of cash payments, and by the exceeding of which a duty is designated to make a cashless payment, the authorisation of the buyer, at its own discretion,  is agreed to either i) pay the principal to the account specified by the seller and the VAT directly to the relevant tax administrator or ii) to pay the entire sum to any account of the seller published by the tax administrator

 other business conditions:

·        The seller declares that it is the owner of the subject of purchase, and it is not encumbered by any rights of third parties.The seller is obliged to package the subject of purchase for transport in the manner usual for this subject of purchase.

·        The ownership right and risk of damage to the subject of purchase transfers to the buyer at the moment of receipt.

·        A handover protocol, which the buyer will confirm in case of fault-free performance, will be made out concerning the handover and receipt of the subject of purchase.In the case of handover of the subject of purchase by a carrier, the buyer will inspect the subject of purchase and within 14 days announce any faults to the seller with an assertion of the rights arising from the faults.Until the time of rectification of faults or other agreement of the parties concerning the settlement of claims from faults of the subject of purchase, the buyer is not obliged to pay the purchase price.

·        The seller provides a guarantee on the subject of purchase pursuant to this contract lasting the time given on the first page of this contract.

·        Regardless of the character of the fault and seriousness of breach of this contract for reasons of faulty performance the buyer is authorised to select any of the following rights from faulty performance or from the guarantee for quality of the subject of purchase (or their combination):

(i)             to require the rectification of the fault by the delivery of a replacement subject of purchase, delivery of missing subject of purchase or to require the rectification of legal faults;

(ii)             to require the rectification of faults by repair of the subject of purchase if the faults are reparable;

(iii)            to require a commensurate discount on the purchase price;

(iv)            to withdraw from this contract;

·        In addition the buyer is authorised itself or via a third party to check the subject of purchase and rectify the relevant fault and/or ensure the delivery of an alternative subject of purchase in the place of the seller, and in such a case the seller will compensate the buyer for the documented expended costs associated therewith, and it shall do so without delay following the call of the buyer, without the right of the buyer to compensation for arising damages being impacted in any way hereby.The buyer also has the right to payment for any necessary costs which it incurs in connection with the assertion of rights for liability for faults.Within 3 working days the seller is obliged to decide and inform the buyer of the means of resolution of the claim.But this period does not include the "time necessary according to the type of product or service for professional evaluation of asserted fault".In order to preclude any doubts, the contracting parties agree that the selection of right from faulty performance or from the guarantee for quality of the subject of purchase is the exclusive prerogative of the buyer.The buyer is authorised to change the asserted rights from faulty performance or from the guarantee for quality of the subject of purchase at any time before the rectification of the relevant fault of the subject of purchase.The seller is obliged to start the rectification of a fault in the manner designated by the buyer without undue delay, and in the case of delay on the part of the seller with the date of performance given on the first page of this contract, the seller undertakes to pay the buyer a contract penalty of 0.1% of the total price, excluding VAT, per day.

·        The seller will give the buyer all the documents for the subject of purchase, such as the declaration of conformity, guarantee certificate, guarantee and servicing conditions, instructions for use etc.

·        In the case of performance of this contract in complexes, on lands and on premises of the buyer, the seller undertakes to meet the requirements for environmental protection given by the relevant legal regulations and internal documentation of the buyer, which it is required to request of the buyer and with which it is obliged to familiarise itself and all the affected employees.  The seller is also responsible for ensuring that all its sub-contractors and their employees are familiarised with and respect the aforementioned regulations.

·        The seller declares that in compliance with the provision of section 2936 et seq. of Act No 89/2012, the Civil Code, it is aware of its liability for damage caused by a thing use during the performance of duties of the seller pursuant to this contract.

·        Any legal action intended to cause the amendment, expiry or cancellation of an order/purchase contract must be made in writing.For this purpose the exchange of emails or other electronic messages will not be considered written form.The buyer may reject an order/purchase contract and/or its addendum as invalid as a result of non-adherence to form at any time, even if performance has already begun.      

·        The response of a party to this contract pursuant to section 1740 paragraph 3 of Act No 89/2012, the Civil Code, with addendum or deviation, does not constitute acceptance of an offer for the conclusion of this contract even though it fundamentally does not change the conditions of the offer

·        The seller accepts as its own the risk of change of circumstances pursuant to section 1765 of Act No 89/2012 Coll., the Civil Code

·        The contracting parties agree that without the written consent of the buyer the seller is not authorised to withhold (i.e., exercise retention right) any part of the subject of purchase or documentation pursuant to this contract nor other thing over which it has acquired power in connection with the performance of this contract.

·        No omission or non-assertion of any rights of the buyer arising from this contract will be considered a foregoing of these rights in terms of the seller, and it shall not result in the expiry of these rights nor the expiry of the possibility to assert these rights.

·        The seller (natural person) agrees that with the purpose of the assertion and conclusion of the contract, the buyer ascertains, processes and keeps in written, documentary and automated form the seller's personal data in the sense of Act No 101/2002 Coll., concerning protection of personal data, as amended.

·        The seller and buyer have agreed that for this contract they exclude the application of the provision of section 1799 and section 1800 of Act No 89/2012 Coll., the Civil Code, concerning adhesion contracts.

·        The contracting parties expressly confirm that the basic conditions of this contract are the result of the negotiations of the contracting parties, and each party had the possibility to influence the content of these basic conditions.

·        In order to preclude doubts, the contracting parties agree that the buyer pursuant to this contract is not obliged to inspect the subject of purchase in order to ascertain faults of the subject of purchase upon its receipt from the seller or as soon as possible afterwards.The contracting parties have agreed that the preclusion of this duty and of the other duties of the buyer pursuant to the provisions of sections 2103, 2104, 2112 and 2618 of Act No 89/2012, the Civil Code, has no impact on the rights of the seller from faulty performance or from the guarantee for quality of the subject of purchase which will be applied by the buyer in terms of the seller at any time in the course of the guarantee period, and on the duty of the seller to rectify these faults.  At variance with the law, the parties agree that the buyer is authorised to assert a fault claim at any time in the course of the guarantee period, but for at least 1 year from the date of receipt of the subject of purchase from the seller.

·        In cases which this contract or these business conditions do not resolve, the relevant provisions of legal regulations of the Czech Republic apply, in particular the Civil Code.

·        The contracting parties undertake to resolve any dispute which arises on the basis of this Contract or which will be associated with it primarily through amicable means.If the contracting parties do not reach an amicable resolution of a dispute, the relevant dispute will be dealt with at the materially competent general court in  Ostrava.

 

Declarations of seller:

The seller expressly declares that:

a)         as of the date of conclusion of this contract it is not in default with the performance of any liability towards the buyer;

b)         as of the date of conclusion of this contract it has no unpaid VAT liabilities towards its locally competent inland revenue office and/or it is not in default with the performance of any other liability towards the state or other public institutions;

c)         as of the date of conclusion of this contract no court, administrative, arbitration nor other proceedings nor negotiations are underway before any body of any jurisdiction which, individually or in combination with other circumstances, could reasonably in some adverse manner fundamentally influence the ability of the seller to perform its VAT payment liabilities towards the locally competent inland revenue office, and to the best of its knowledge no such proceedings or negotiations are impending;

d)         as of the date of conclusion of this contract no insolvency or other proceedings are underway which would be capable of generally restricting the rights of creditors to the satisfaction of their receivables which would apply to the assets of the seller, and to the best of its knowledge no such proceedings are impending;

e)         from the performance performed pursuant to this contract it will in a proper and timely manner perform its liabilities from the title of payment of VAT to its locally competent inland revenue office;

f)         it is not aware of any circumstances which would prevent it from performing its liabilities towards its locally competent inland revenue office in a proper and timely manner for the duration of this contract;

g)         if it discovers that it is not capable of settling its VAT liabilities towards its locally competent inland revenue office, it shall be obliged to announce this fact immediately to the buyer, with whom it will without delay negotiate an agreement  that the VAT from the relevant invoice will be paid by the buyer directly to the account of the locally competent inland revenue office;

h)         should it occur that the locally competent inland revenue office calls upon the buyer to pay the VAT on behalf of the seller, the buyer is authorised to unilaterally set off its regressive claim against the seller arising from this payment against any due receivable of the seller owed by the buyer;

i)           the agreed payment pursuant to this contract is considered paid even in the case of settlement of tax by the buyer on behalf of the seller pursuant to section 109 and 109a of the Value Added Tax Act.