General Business and Delivery Conditions Regarding Printing and Reproduction Products Made by Company Martin Peroutka
I.
- The below Business and Delivery Conditions issue from the provisions of Act No. 513/1991 (Commercial Code) as amended and General Standards of EU Business Relationships effective for the Czech Republic from 1 May 2004.
- The Business and Delivery Conditions specify in more details the principals of the supplier-customer relationships as well as conditions of production and delivery of the printing and reproduction products generally agreed upon in the Sale Contract.
- The Business and Delivery Conditions form an integral part of the Sale Contract or a binding order substituting the Sale Contract, and the Buyer must be acquainted therewith no later than when the first order is negotiated.
II. Performance
- The performance deadline arises from the conditions agreed upon by the Parties depending on production and operating capacity of the Seller.
- The Buyer is obliged to provide the Seller with necessary assistance relating to specification of manufacturing source materials, approval of corrections and samples and to taking over the finished products.
- The Contract Parties specify the delivery conditions either in the Sale Contract, an amendment to the Sale Contract or a written order that substitutes the Sale Contract if a single supply is concerned that will be not repeated. The agreed upon conditions including the performance term shall be binding for both Parties.
- Unless the Contract Parties agree otherwise, the transport shall be arranged for by the Seller.
III. Delivery Conditions
- The Seller shall be responsible for the goods consignment. The goods shall be deemed delivered upon the handing over thereof to the first forwarder. The forwarder is usually a natural or legal person authorized to carry on transport. The products are sent to the address notified by the Buyer in a written order, otherwise to the seat of the Buyer.
- The Contract Parties may agree that the products can be deemed delivered if the Seller enables the Buyer to take over the products in person from the Seller’s expedition warehouse.
- If the Contract Parties have agreed on the delivery date which is expressed as a period of time and not as a particular date, the Buyer shall be obliged to take over the products within 3 days from the date when a written call to take over the products is served. If the Buyer does not ensure that the products are taken over in the agreed upon place and time, in spite of an uncontested agreement with the Seller, the Buyer shall be obliged to bear all expenses of the vain supply.
- The Seller is obliged to pack the goods or to safeguard the goods against a detriment to the quality and quantity thereof and to attach to the supply, or part thereof, respective documents, at least a delivery note filled in completely and legibly. The manner of the packing shall be decided by the Seller dependent on the nature of the supply and presumed transport and technical conditions.
IV. Passage of Ownership Title to the Goods
- The ownership title to the goods shall pass to the Buyer at the moment when the goods is handed over to the Buyer regardless of the place where the hand-over takes place. Concerning any other matters, sections 444 to 446 of the Commercial Code shall apply.
V. Goods Price and Payment Conditions
- The goods price is usually agreed upon between the Seller and the Buyer in advance. The price agreed by the Parties may be changed by the Seller if the costs exceed 5% in the period between the price agreement and the performance. This fact shall be notified by the Seller to the Buyer always in advance.
- The goods price does not include freight charge, the invoiced packages and pallets. These items are billed to the Buyer separately.
- The price of the goods, the invoiced packages and services is payable either in cash or based on an invoice as determined by the Seller.
- If the payment is effected based on an invoice, the invoice must contain particulars of a tax document as set forth in Section 12 (2) of Act No. 588/1992 Coll. as amended.
- The Buyer is obliged to pay for the goods as stipulated in the Sale Contract and in accordance with provisions of section 447 onward of the Commercial Code as amended. If reasons to lodge a complaint arise on the side of the Buyer, it shall not reveal the Buyer from the duty to meet the payment conditions agreed upon in the Sale Contract.
- If the Buyer returns the invoiced packages and pallets to the Seller, the latter shall issue a credit note in favour of the Buyer without an undue delay.
VI. Rights and Obligations of the Contract Parties
- The obligations of the Seller arise from the provisions of section 411 onwards of the Commercial Code.
- The obligations of the Buyer arise from the provisions of section 447 onwards of the Commercial Code.
- Unless the law expressly stipulates the rights of the Contract Parties and these rights are not subject of the Sale Contract, the Contract Parties may agree upon them as an expression of their will. The same procedure may be applied by the Contract Parties to their agreement on the obligations above the scope of the obligations stipulated by the law.
VII. Interpretation of Agreements Between the Contract Parties
- Warranty for the goods quality. The Seller shall grant the warranty for the goods quality for the period as set forth in the Sale Contract, Article IV, paragraph 1 provided that the goods nature agrees therewith as well as the manner of the treatment thereof exclusively by the Buyer not by a third party. Otherwise, provisions of section 429 onward of the Commercial Code shall apply to the warranty for the goods quality. The warranty for the goods quality shall be determined by the Seller depending on the material which the goods is made from, as well as production technology of the goods.
- Claims arising from the goods defects shall be raised by the Buyer without undue delay. Provisions of sections 436 - 439 of the Commercial Code shall apply thereto.
- Breach of the Contract
- material breach - if the Buyer is totally disabled to use the goods supplied by the Seller for that purpose which the goods was ordered and produced for,
- material breach - if the Buyer fails to settle the invoiced price of the goods and the packages within the agreed upon time limit,
- material breach - if the documents attached to the goods supply contain incomplete or incorrect data,
- in other cases the breach of the Contract is not material.
In the event of a material breach of the Contract, the affected Party has the right to withdraw from the Contract and to claim compensation for the damage incurred thereby from the Party that caused the breach.
- Cooperation of the Buyer and the Seller
- For realization of the order, the Buyer shall provide all necessary production source materials specified by the Seller, shall assess proof sheets and shall approve the author’s correction in writing,
- the Seller shall inform the Buyer, during the order realization, about all facts that may affect the goods quality or use thereof,
- if any doubts about the Buyer’s satisfaction arise on the side of the Seller, the Seller shall contact the Buyer without undue delay and shall solve all disputable matters,
- should the Buyer not provide the Seller with necessary assistance in the preparation period, the Seller reserves the right to stay the goods production launch until the Buyer provides the necessary assistance and to extend the agreed performance term accordingly.
VIII. Final Provisions
- The Seller and the Buyer are equal parties in the supplier-customer relationship without regard to the frequency thereof and they are obliged to observe the principles of fair business conduct and business secrecy if the subject thereof is known to the other Party.
- The Seller has the right to specify his name or trade mark on the goods produced by the Seller unless agreed otherwise with the Buyer. The Buyer must express his will in writing when making the order.
- The conditions agreed upon in the Sale Contract, an amendment to the Sale Contract or in a written order that substitutes the Sale Contract shall prevail over the General Business Conditions.
- Any dispute arising from the relationship between the Seller and the Buyer as a supplier and a customer shall be settled by the Seller and the Buyer in person or in writing and a lawsuit shall be deemed by them as the last resort.
- The General Business and Delivery Conditions shall become valid and effecting on May 1st 2004.
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