Terms & Conditions

Terms and Conditions

Definitions
- In addition to the terms defined above or elsewhere in these Terms, the following terms have the meanings set out below:
- Any reference in these Terms to any provision of law shall be deemed to be a reference to that provision as amended from time to time when such reference is made.
- The headings in these Terms are for convenience only and do not affect their interpretation.
Basic Terms and Conditions of Sale of Goods
- The Seller sells and the Buyer purchases the Goods in accordance with any written offer by the Seller which is accepted by the Buyer or any written purchase order by the Buyer which is accepted by the Seller, whereat in either case the sale of the Goods shall be subject to these Terms which shall govern the Contract to the exclusion of any other terms and conditions on which such offer is accepted or to be accepted or any such purchase order is made or to be made by the Buyer.
- These Terms form an integral part of the Contract. Any change to these Terms shall not be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
- Employees or agents of the Seller are not authorized to make any representations regarding the Goods unless confirmed in writing by the Seller. By entering into the Contract, the Buyer acknowledges that the Seller is not bound by any such representations not so confirmed in writing by the Seller.
- Any advice or recommendations given by the Seller or its employees or agents to the Buyer or its employees or agents regarding the storage, use or application of the Goods which is not confirmed in writing by the Seller shall be performed or followed by the Buyer solely at the Buyer's own risk, and the Seller shall not be liable for any such advice or recommendations not confirmed in writing by the Seller.
- Any typographical, clerical or other error or omission in the sales literature, offer, price list, offer acceptance, invoice or other document or information issued by the Seller may be corrected by the Seller without undue delay after the Seller becomes aware of such error or omission, without any additional liability of the Seller for the consequences caused by such error or omission.
Purchase Orders and Specifications
- A purchase order placed by the Buyer shall be deemed accepted by the Seller only if it is confirmed in writing by an authorized representative of the Seller.
- The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any purchase order (including the relevant specification) submitted by the Buyer and for providing the Seller with all necessary information relating to the Goods in sufficient time to enable the Seller to perform the Contract in accordance with its terms.
- The quantity, quality and description of the Goods and their specifications are set out in the Seller's offer (if accepted by the Buyer) or in the Buyer's purchase order (if accepted in writing by the Seller).
- If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with the specification or requirements submitted by the Buyer, the Buyer shall indemnify the Seller in respect of all losses, damages, costs and expenses incurred by the Seller in connection with any claim of infringement of any patent, copyright, industrial design, trade mark or other industrial or intellectual property rights of any other person arising out of the Seller's use of the Buyer's specification or requirements or which the Seller pays or undertakes to pay directly.
- The Seller reserves the right to make any changes to the specification of the Goods which are necessary to comply with applicable statutory or EU requirements or where the Goods are to be supplied to the Seller's specification which do not materially affect their quality or use.
- The Buyer shall not be entitled to cancel any purchase order which has been accepted in writing by the Seller except with the Seller’s written consent to the cancellation of such purchase order and provided that the Buyer shall indemnify the Seller in full in respect of all losses (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of such purchase order cancellation.
Price of the Goods
- The price of the Goods shall be the price quoted by the Seller or, if no price has been quoted (or the quoted price is no longer valid), the price quoted in the Seller's price list valid on the date of written acceptance of the purchase order. If the Goods are delivered for export from the Czech Republic, the price quoted by the Seller in the offer shall apply and the Buyer's purchase orders shall be accepted by the Seller only on the basis of the Seller's valid quotation. Unless otherwise specified in writing by the Seller, all prices quoted in the Seller's offer shall be valid only for a period of 30 days or until earlier acceptance by the Buyer, after which time the Seller may change them without notice to the Buyer.
- The Seller reserves the right to notify the Buyer at any time prior to delivery of the Goods of an increase in the price of the Goods to reflect an increase in the Seller's costs caused by any factor beyond the Seller's control (such as fluctuations in exchange rates, currency regulation, changes in customs duties, significant increases in labour, material or other production costs), as well as any change in the delivery time of the Goods, the quantity or specification of the Goods requested by the Buyer or any delay caused by any instructions of the Buyer or by the Buyer's failure to provide the Seller with adequate information or instructions.
- Unless otherwise stated in the terms of the Seller's offer or in the Seller's price list and unless otherwise agreed in writing between the Buyer and the Seller, all prices are quoted by the Seller on the so-called from the plant (ex works) basis, and if the Seller agrees to deliver the Goods elsewhere than at the Seller's premises, the Buyer is obliged to pay the Seller's costs of transport, packaging and insurance of the Goods.
- The price is quoted without the relevant value added tax, which the Buyer is obliged to pay to the Seller in addition.
Payment Terms
- Subject to any special terms and conditions agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer the price of the Goods upon delivery of the Goods or at any time thereafter unless the Goods are to be collected by the Buyer or the Buyer fails to collect the Goods without good reason, in which case the Seller shall be entitled to invoice the Buyer the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has offered to deliver the Goods to the Buyer.
- Unless otherwise agreed in writing, the Buyer shall pay the price of the Goods (less any discount to which the Buyer is entitled and which has been expressly granted by the Seller to the Buyer, however without any other deductions) within 30 days commencing the first day of the calendar month following the calendar month, in which the Goods have been delivered or in which the Seller has offered to deliver the Goods to the Buyer or in which the Seller notifies the Buyer that the Goods are ready for collection and the Seller is entitled to claim payment of the price of the Goods, regardless of the fact that the delivery of the Goods has not yet occurred and that title to the Goods has not yet passed to the Buyer. The time of payment of the price is decisive for the Contract. Confirmation of payment of the price of the Goods shall be issued by the Seller only on the Buyer’s written request.
- If the Buyer fails to make any payment no later than on the due date for payment of the price of the Goods, the Seller shall be entitled, without prejudice to any other right or remedy available to the Seller:
  - to cancel the Contract or suspend any further supply of Goods to the Buyer;
  - to set off payment made by the Buyer for such Goods (or Goods supplied under any other contract between the Buyer and the Seller) as the Seller deems appropriate (regardless of any alleged set-off by the Buyer);
  - to demand from the Buyer payment of a contractual default interest (both before and after judgment is issued) on the amount due at the rate of 0.3% per day on the amount due, from the day following the due date of the price of the Goods until the amount due is paid in full, whereat the Buyer agrees to pay such contractual default interest to the Seller;
  - to demand from the Buyer all costs of recovery of unpaid amounts due incurred by the Seller before payment of such amounts.
Delivery
- Delivery of the Goods shall take place by the Buyer collecting the Goods from the Seller's premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if the Seller has agreed a different delivery location, the Seller shall deliver the Goods to that location. Article 11 of these Terms shall apply to Goods to be exported from the Czech Republic.
- All delivery dates quoted for the Goods are indicative only and the Seller shall not be liable for any delay in delivery of the Goods, howsoever caused. The delivery time is not a material term of the Contract unless agreed in writing in advance by the Seller (the Seller's confirmation of the Buyer's purchase order shall not be binding as to the delivery time unless expressly stated by the Seller in such confirmation of the Buyer's purchase order). Goods may be delivered by the Seller even prior to the stated delivery date upon a reasonably timely notice to the Buyer.
- The Seller reserves the right to deliver up to 5% more or 5% less of the Goods than ordered without adjusting the price of the Goods, whereat the quantity so delivered shall be deemed to be the quantity ordered.
- If the Goods are to be delivered in parts, each delivery shall constitute a separate contract and the Seller’s failure to deliver one or more parts in accordance with these Terms or any claim by the Buyer in respect of one or more parts shall not entitle the Buyer to treat the Contract as a whole as rejected.
- If the Seller fails to deliver the Goods (or any part thereof) for reasons solely attributable to the Seller, it is hereby agreed that the Seller's liability to indemnify the Buyer for any damages due to the failure to deliver the Goods shall be limited only to the amount corresponding to the difference between the price of the Goods as quoted by the Seller and the price at the cheapest available market of the same quantity of similar Goods that would replace the undelivered Goods, provided that such price of similar Goods is higher than the price of the Goods as quoted by the Seller.
- If the Buyer fails to take over the delivery of the Goods or fails to give the Seller adequate instructions to deliver the Goods in the set delivery date (for reasons solely attributable to the Buyer), the Seller may, without prejudice to any other right or remedy available to the Seller:
Transfer of Title and Risk of Damage
- The risk of damage or loss of the Goods shall pass to the Buyer;
  - in the case of Goods to be delivered at the Seller's premises, at the time the Seller notifies the Buyer that the Goods are available for collection; or
  - in the case of Goods to be delivered elsewhere than at the Seller's premises, at the time of delivery of the Goods or at the time when the Seller has offered to deliver the Goods, if the Buyer wrongfully fails to take over the Goods on delivery.
- Notwithstanding the delivery of the Goods and the passing of the risk of damage to the Goods or any other provision of these Terms, the title to the Goods shall not pass to the Buyer until the Seller has received payment in cash or by wire transfer of the full price of the Goods and any other goods which the Seller has agreed to sell to the Buyer and payment for which is then due.
- Until the title to the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and shall keep the Goods separate from the Buyer's and third parties' property and property that is stored, protected and insured and designated as the Seller's property, however the Buyer shall be entitled to use the Goods in the ordinary course of its business.
- Until such time as the title to the Goods passes to the Buyer (and provided that the Goods still exist and have not been further processed), the Seller shall be entitled at any time to require the Buyer to hand over the Goods to the Seller and, if the Buyer fails to do so promptly, the Seller shall be entitled to enter any premises of the Buyer or any third party where the Goods are stored and take back the Goods.
- The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
Warranties and Liability for Defects
- Subject to the terms set out below, the Seller warrants that at the time of delivery the Goods will conform to the specification and will be free from defects in material and workmanship for a period of twelve (12) months from the date of delivery/acceptance of the Goods.
- The Seller's liability for defects in the Goods does not apply to the following cases:
  - The Seller shall not be liable for any defects in the Goods resulting from any drawing, design or specification supplied by the Buyer;
  - The Seller shall not be liable for defects in the Goods resulting from proper wear and tear, intentional damage, negligence, improper storage conditions, abnormal working conditions, failure to follow the Seller's instructions (oral or written), improper use or modification or repair of the Goods without the Seller's consent;
  - The Seller shall not be liable for any defects in the Goods (or any other warranties or conditions) if the total price for the Goods has not been paid by the Buyer by the due date for payment of the price of the Goods;
  - The Seller shall not be liable for defects in parts, materials or equipment not manufactured by the Seller, and in such cases the Buyer shall only be entitled to pursue its claims under the liability for defects provided by the manufacturer of such parts, materials or equipment to the Seller.
- Subject to the express provisions of these Terms and Conditions, and except where the Goods are sold to a person acting as a consumer (within the meaning of Act No. 89/2012 Coll., the Civil Code, as amended, and Act No. 634/1992 Coll., on Consumer Protection, as amended), liability for defects in the Goods, as well as other warranties or guarantee conditions arising from statutory provisions, are excluded to the maximum extent permitted by law.
- Where the Goods are sold in the context of a consumer transaction (within the meaning of the Consumer Transactions (Restriction of Statements) Regulations 1976), these Terms shall not affect the Buyer's statutory rights.
- The Buyer is obliged to inspect all Goods upon receipt and notify the Seller of any claim based on a defect in the quality or condition of the Goods within 7 days of delivery of the Goods. If the Buyer fails to notify the Seller within 7 days, the Buyer shall not be entitled to reject the Goods, the Seller shall not be liable for such defect or failure and the Buyer shall pay the price of the Goods as if the Goods had been delivered in accordance with the Contract. If the Buyer discovers defects in the Goods at a later date, the Buyer is obliged to notify the Seller in writing of the defect in the Goods without undue delay (not later than within 3 days) after the Buyer discovers the defect in the Goods. If the Buyer fails to notify the Seller of the defect in the Goods without undue delay, all the Buyer’s claims in respect of the Seller based on the liability for defects in the Goods shall be extinguished. The Seller declares that all Goods will be in accordance with the specification and workmanship for a period of 12 months from the date of delivery of the Goods. When notifying the Seller of any defect, failure or deviation from the specification or workmanship of the Goods, the Buyer is obliged to provide details of any packing codes shown on the original packing materials of the Goods.
- If the Seller is notified in accordance with these Terms of any claim for defects in respect of any Goods which is based on a defect in the quality or condition of the Goods or on their failure to conform to the specification and which the Seller considers to be reasonable, the Seller shall be entitled to replace the Goods (or the relevant part thereof) free of charge or, at its discretion, to refund to the Buyer the price of the Goods (or a proportionate part of the price) and the Seller shall have no further liability to the Buyer.
- Except for death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent) or any implied liability for defects, warranty or other term or any obligation under common law or under the express terms of the Contract for any direct or indirect or consequential loss or damage (whether for loss of profit or otherwise), or any costs, expenses or other claims for damages (whether caused by the negligence of the Seller, its employees or agents or otherwise) arising out of or in connection with the supply of the Goods or their use or resale by the Buyer and, at the same time, any liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods except as expressly provided herein.
- The Seller shall not be liable to the Buyer nor shall the Seller be deemed to be in breach of the Contract by reason of any delay in performance or failure to perform any of the Seller's obligations in connection with the Goods if the delay or failure to perform was caused by any cause beyond the Seller's control. Without prejudice to the foregoing, the following shall be deemed to be causes beyond the Seller's control:
  - circumstance of force majeure, explosion, flood, storm, fire or accident;
  - war or threat of war, sabotage, insurrection, civil disturbance or requisition;
  - aws, restrictions, regulations, orders, prohibitions or measures of any kind by any governmental, parliamentary or local authority;
  - import or export regulations or embargoes;
  - strikes, lockouts or other industrial action or trade disputes (whether involving the Seller's employees or third parties);
  - difficulties in obtaining raw materials, labour, fuel, parts or machinery;
  - power outage or machinery malfunction.
Compensation
- If any claim is raised against the Buyer that the Goods infringe, or that the use or resale of the Goods infringes, any patent, copyright, industrial design, trade mark or other industrial or intellectual property rights of any other person, then unless the claim arises out of the use of any drawing, design or specification supplied by the Buyer, the Seller shall indemnify the Buyer for all loss, damage, costs and expenses incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:
  - The Seller shall have full control over any proceedings or actions in connection with such claim;
  - The Buyer shall provide the Seller with all reasonable assistance for the purpose of such proceedings or negotiations;
  - The Buyer shall not pay or accept any such claim or enter into any settlement agreement in such proceedings without the Seller’s written consent (which shall not be unreasonably withheld);
  - The Buyer shall refrain from doing anything that could prejudice any insurance policy or insurance coverage the Buyer may have in connection with such breach, and this indemnity shall not apply to the extent in which the Buyer recovers any amounts under such policy or insurance coverage (which Buyer shall use its best efforts to do);
  - The Seller shall be entitled to recover all compensations and costs, if any, awarded in favour of the Buyer which are payable by any other party or agreed to be paid with the Buyer’s consent (which consent shall not be unreasonably withheld) in connection with any such claim, and the Buyer shall pay such compensations and costs to the Seller; and
  - Without prejudice to any obligation of the Buyer under any law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damage, cost or expense for which the Seller is obliged to indemnify the Buyer under this clause.
Buyer's Insolvency
- This clause applies if:
  - a petition (not harassing) is made by creditors or the Buyer for the Buyer to be declared bankrupt or (if a company) to enter into liquidation; or
  - the Buyer ceases or threatens to cease doing business, or
  - the Seller reasonably fears that any of the above mentioned events referred to in Article 10.1.1 or 10.1.2 will occur in relation to the Buyer and informs the Buyer thereof.
- If any of the events referred to in Article 10.1 occur, the Seller shall be entitled to withdraw from the Contract or suspend any further deliveries under the Contract without incurring any liability to the Buyer and, if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any prior agreement or understanding to the contrary (including the application of Article 7.4 hereof).
Export Terms and Conditions
- Where the Goods are supplied by the Seller for export from the Czech Republic, the provisions of this Article 11 shall apply (subject to any special terms agreed in writing between the Buyer and the Seller), notwithstanding any other provision of these Terms.
- The Buyer shall be responsible for compliance with all laws governing the importation of the Goods into the country of destination and for payment of any customs duty on the Goods.
- Unless otherwise agreed in writing between the Buyer and the Seller, the Goods will be delivered from the factory to the Seller's sales premises.
- The Buyer shall arrange for testing and inspection of the Goods at the Seller's premises prior to delivery. The Seller shall not be liable for any claims relating to defects in the Goods which would be apparent on inspection and which are not raised within 3 days of such inspection or for any damage during transportation of the Goods.
- Unless otherwise agreed in writing between the Buyer and the Seller, payment of all amounts due to the Seller shall be made by an irrevocable bank letter of credit opened by the Buyer in favour of the Seller and confirmed by a trustworthy bank in the Czech Republic accepted by the Seller.
Final Provisions
- The Seller’s waiver of any rights arising from the Buyer’s breach of the Contract shall not be deemed a waiver of any subsequent breach of the same or any other provision of the Contract.
- If any provision of these Terms is found by a competent authority to be invalid or unenforceable in whole or in part, such provision shall be replaced by the Seller with the provision closest in content to such provision, without prejudice to the validity of the remaining provisions hereof and the remainder of the provision in question.
- The Contract is governed by Czech law and the Buyer agrees to submit to the exclusive jurisdiction of Czech courts, with the District Court for Prague 9 being the competent court.
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Terms & Conditions

Terms and Conditions

Definitions

Basic Terms and Conditions of Sale of Goods

Purchase Orders and Specifications

Price of the Goods

Payment Terms

Delivery

Transfer of Title and Risk of Damage

Warranties and Liability for Defects

Compensation

Buyer's Insolvency

Export Terms and Conditions

Final Provisions