General business conditions of the company 1.PLASTCOMPANY, spol. s r.o. for delivery of goods and services, Company identification number: 29316359
1.1 These General business conditions (hereinafter also only as GBC) regulate under act no. 89/2012 Sb., of the Civil Code as amended, the mutual rights and liabilities between parties of contract of 1.PLASTCOMPANY, s.r.o., Company identification number: 29316359, with the registered office in Bohunická 728/24a, 619 00 Brno (hereinafter also as Contractor) and the customer (hereinafter also as Client).
1.2 The GBC are an inseparable part of a relevant Contract, especially sales contract, contract for work done, offer, confirmation of order, concluded between the Contractor and the Client (hereinafter also as Contract).
1.3 If the Contractor is not the owner of the delivered Goods and he only acts as a mediator during the transaction, then such provisions of these General business conditions apply to the parties to contract which are relevant to the particular trade.
1.4 All Contracts which are concluded between the Contractor and the Client are governed exclusively by these GBC, unless the parties to contract state otherwise in writing. The Contractor is not bound by other business conditions of the Client also in the case the Contractor did not explicitly disagreed with them. Any previous or future agreements or affirmations made on the phone or orally are only binding if the Contractor acknowledges them in writing. The written acknowledgement can either be in documentary or electronic form.
1.5 Business conditions of the Contractor are in effect only if the Client gives his explicit written consent with them during concluding the relevant contract. If the GBC of the Contractor and the business conditions of the Client collide, section 1751(2) of the Civil Code will apply.
- 2.1Names of Goods correspond to the business-technical documentation of the Contractor or Producer. Offers are not binding if they are descriptions and illustrations of Goods. The Contractor or producer stipulates the right to technical or construction changes, improvements or modifications of the Goods.
2.2 All information included in the Contractor’s or Producer’s offer remains the Intellectual property of the Contractor or the Producer and is considered confidential. Any disclosure of this information to third person without prior explicit consent of the Contractor or the Producer in writing is forbidden. Violation of this provision on the side of the Client is considered gross breach of the contractual relation between the Contractor and the Client and in such the case the Contractor is entitled to withdraw from the Contract and can claim contractual penalty to be paid by the Client amounting up to 50% of the purchase price or price of the work; however, this does not prejudice the Contractor’s claim to full compensation of the damage arising from such action. The non-disclosure provision concerning confidentiality of information also applies if contractual relationship is not entered into by the Contractor and the Client based on the Contractor’s offer. Potential benefit of the Client resulting from unauthorized use of confidential information belongs in such case to the Contractor in full. The aforementioned contractual penalty is not prejudiced by this.
2.3 All offers and their potential changes are binding only from the moment when they are acknowledged in writing by an authorized person of the Contractor or the Producer. These GBC are always part of offer confirmation and the Client agrees with them unconditionally, unless the Contractor receives any declaration of will which will reject them within 3 working days. Consent with these GBC is given by the Client by the acceptance of Goods from the Contractor or the Producer.
- 3Purchase price, payment and delivery terms and conditions
3.1 Prices are based on prices recommended by the Producer of Goods. Preferred currency is Euro, or it can be stipulated in CZK by the conversion based on foreign currency – sale with Komerční banka, a.s. with the registered office in Prague 1, Na Příkopě 33, 969, Postal code 114 07, company identification number 45317054. Other currencies are not preferred unless otherwise provided. The current VAT rate must be added to the price or the duty according to valid tax and duty legal regulations.
3.2 Delivery terms and conditions are governed by the INCOTERMS 2010 conditions. The price is always calculated EXW parity based, i.e. in the Producer’s factory and it does not include expenses related to transfer, packaging or insurance. Any deviation from these delivery terms must be part of contractual relation between the Contractor and the Client and it must be in writing.
3.3 Payment terms and condition Standard, unless otherwise embedded in writing in the contractual relation between the Contractor and the Client, are defined as follows: 30% of the price – advance when ordering the Goods, 60% of the price – advance before the Goods is delivered, 10% of the price – the difference paid after the delivery of Goods, all payments due within 14 days net. Payment means that the money is credited to the Contractor’s account in the full invoiced amount. Any potential fees related to the money transfer are borne by the Client. If the Client refuses to accept the Goods or if he refuses to cooperate during the delivery or if he does not collect the Goods even though the Contractor enabled him to do so, the Goods is presumed to be delivered and the Contractor is entitled to charge the rest of the purchase price. If the Client does not accept the Goods within 30 days after he was supposed to accept it, the Client is obliged to pay Contractual penalty to the Contractor amounting to 30% of the purchase price of the Goods and, at the same time, the Contractor can withdraw from the Contract.
3.4 In the case the Client is in default with payment of the price for the performance under the Contract concluded with the Contractor, the Client is obliged to pay contractual penalty to the Contractor amounting to 0.05% of the due amount for every commenced day of default. The Contractor’s claim to compensation of damage in full or interest on late payment is not prejudiced by the contractual penalty.
3.5 In the case the Client orders the Goods which he does not accept, all costs related to such action are charged to the Client, such as futile carrier service, storing the Goods until the delivery of the Goods. Storing the Goods is to be charged amounting to 0.3% of the price of the Goods for every commenced day of delay. The Goods stored in this way will only be delivered to the Client after the full price of the Goods is paid including storage fees and other related costs. The Contractor will send the Client request that due payment is to be made. Tax document will be issued after the payment of the full price of the Goods including all the costs defined in clause 3.5. In the case of default with payment which is based on a request that payment be made by the Client, the Contractor is entitled to sell the Goods to another interested party. Goods will be ordered again and delivered to the original Client no sooner than the advance payment invoice is paid In such case the Contractor is not considered in default with the delivery.
3.6 The Contractor and the Client has agreed that within their contractual relation, only indisputable debts or debts which were adjudged to the Contractor by the final and enforceable decision made by a court, are considered chargeable with respect to the Client. The Contractor and the Client has also agreed that within their contractual relation all the due and undue debts are chargeable with respect to the Client regardless the statute of limitations.
- 4Delivery time and the mode of the delivery performance
- 4.1To keep the delivery time it is necessary to get order, Contract and if necessary also other documents from the Client in time, as well as keeping the stipulated payment conditions or other obligations, and also ensuring that the place where the Goods will be assembled is prepared, if assembly is required for putting it into operation. Unless these requirements are properly and timely fulfilled, the delivery time extends proportionately to the situation and the Contractor cannot be considered in default with the delivery of Goods.
4.2 Binding confirmation of order of Goods by the Client is possible only when a binding confirmation regarding the delivery time of the Goods is made by the Producer/Contractor of the Goods, who is in majority of cases from abroad. Unless provided otherwise, the delivery time means availability of Goods in the Producer’s/Contractor’s store.
4.3 If the Contractor is delayed in the delivery of Goods, he can inform the Client about a reasonable additional delivery time of the Goods. Delivery time change does not give rise to the Client’s claim to damage compensation or contractual penalty (with the exception of article 4.5 of the GBC). If the additional delivery time exceeds the period of 60 days, the Client is entitled to withdraw from the Contract. This does not apply in cases caused by acts of God, which cannot be influenced by the Contractor no matter how hard he tries. In the case of act of God, the Client cannot claim any compensation for damage arising in connection with this situation or other losses caused by it, neither is the Client entitled to claim contractual penalty for delayed delivery of Goods. It does not make any difference if the cause existed or could have existed at the time when the Contract was concluded or could occur later or if it could be anticipated by any of the parties to contract when they were undersigning the Contract.
4.4 In the case of a failure to deliver Goods to the Contractor by the Producer or sub-contractors, the Contractor reserves the right to extend delivery time reasonably or to withdraw from Contract one-sidedly, which would not cause any claims made by the Client except for paying back the already fulfilled payment. In such cases the Contractor will inform the Client about the situation without delay.
4.5 If the delay in delivery time is caused by the Contractor, the Client is entitled to ask the Contractor to pay contractual penalty amounting to 0.05% for every commenced day of the extension; however, the maximum is 5% of the total price of the Goods.
4.6 Unless provided otherwise in the Contract, the Goods is considered delivered by the Contractor when it is handed over to the first carrier in order to be delivered to the Client. If the nature of the delivery requires that the Goods is installed and put into operation and it is arranged and agreed between the Contractor and the Client, the delivery is presumed to be completed when acceptance certificate is signed by the Client.
4.7 If the Client refuses to sign acceptance certificate even though the Contractor fulfilled all his obligations under the Contract (the device is functional and meets its purpose) or was prepared to fulfil them, it is presumed that the Goods was accepted on the day of the refusal to sign the acceptance certificate. The delivery of Goods is also considered handed over officially and without defects, supposing the Client started to use the subject-matter of the delivery. Defects or arrears of work which do not impede safe operation do not represent any reason for non-accepting the Goods by the Client.
- 5Reservation of property and the danger of damage transfer
- 5.1Reservation of property – the Goods remains the property of the Contractor also after the Contract becomes effective and is in force and after the Goods has been delivered to the Client. The Goods becomes the property of the Client no sooner than the full price is paid and all claims made by the Contractor towards the Client according to mutual contractual relations are settled.
- 5.2The Client is not entitled during the reservation of property period to give the Goods to pledge to a third person or to manipulate with it in this respect. The Client is obliged to inform about the fact (reservation of property) the third person if the Goods is seized, confiscated or used by a third person and the Contractor will be informed about the situation without delay.
5.3 If the obligations under the contractual relation between the Contractor and the Client are breached by the Client, especially if the Client is in default with payment of his financial obligations, the Contractor is entitled to request that the Goods be returned based on the reservation of property to the Contractor without the necessity to withdraw from the Contract. In this case it is the Client’s duty to give the Goods to the Contractor without any delay, at his own expense and upon the Contractor’s request and he is also obliged to deliver it directly to the Contractor’s store or to hand it over to a carrier or another person authorized by the Contractor to deliver the Goods to the Contractor’s store. Otherwise it is presumed that the Client agrees with the Contractor taking the concerned Goods himself at the expense of the Client from the place where it had been placed by the Client.
5.4 Danger of damage is transferred to the Client when the Goods is handed over to the first carrier in the store of the Contractor or the Producer under section 2123 of the Civil Code, unless explicitly stipulated otherwise and confirmed by the Contractor.
5.5 The Contractor reserves the right to realize partial deliveries within the overall delivery and to charge the costs related to the transfer and packaging separately.
5.6 The Client undertakes to provide the Contractor with his economic data when the data is requested. The data consider mainly the balance, profit and loss statement, cash flow and auditor’s report if available. The data can be requested by the Contractor for the purpose of evaluating the Client’s ability to fulfil his financial obligations. The Contractor undertakes to treat this information as Confidential and not to disclose it to third persons.
5.7 The Client is obliged to inform without unnecessary delay the Contractor about any facts which might endanger financial stability of the Client and his ability to meet the obligations arising in connection with Contracts concluded with the Contractor. Among these facts there are especially insolvency proceeding commencement, decision on insolvency, commencement of any legal suit, arbitral or administrative proceedings against the Client, which might result in endangering the Client’s financial obligations. If the Client fails to inform the Contractor about such facts, or if his information is false or inaccurate, the Contractor is entitled to withdraw from contractual covenants with the Client.
- 6Installation, assembly, putting into operation
6.1 If defined under the Contract the Contractor will carry out installation, assembly and will put the Goods into operation. The Client is obliged to ensure timely building and technical readiness and cooperation during the delivery and putting the device into operation, including the disposal of used packaging and waste resulting from the installation. These conditions are defined in detailed in the regulation “General conditions of assembly of the 1.PLASTCOMPANY Company, s.r.o.”, accessible from the Contractor’s web site or available upon request from the service department of the Contractor, or defined by another similar regulation of the Producer.
6.2 If the installation, assembly or putting into operation is delayed due to the situation of the Client and the Contractor cannot influence the situation, the Contractor does not bear any liability for the situation and the costs of the Contractor incurred due to waiting or due to the necessity to prepare additional ways for the Contractor or assembly staff are borne by the Client up to corresponding amount.
6.3 In the case the installation, assembly or putting into operation is performed by the Contractor or the Producer, the Client is not entitled to unpack the delivered Goods unless a person authorized by the Contractor or the Producer to perform the installation, assembly and putting into operation is present, unless the Contractor and the Client agree otherwise. The Client is entitled to check if the packaging is intact.
- 7Warranty, complaints
7.1 The length of warranty period on Goods is defined in the Contract.
7.2 Warranty does not cover defects of the delivery caused by unprofessional or unauthorized interference of the Client or third persons or defects where it is not proven that they occurred due to defective material, faulty construction or incomplete processing. Warranty does not cover defects on machine-technological devices which are subject to natural wear, and also defects caused by natural wear, wrong maintenance, non-observance of operating instructions, excessive strain, wrong storing, using wrong operational devices and conditions, chemical and electrolytic effects, atmospheric disturbances, building or assembly works done by persons other than the Contractor’s or Producer’s staff or persons authorized by them and all other causes not brought about by the Contractor or the Producer. Warranty does not include any materials delivered by the Client and construction solutions used by the Client and related safety and functionality of deliveries. The Contractor bears the liability for products and Goods of third persons only to the extent of the warranty conditions guaranteed by the third persons. Insignificant deviations from the agreed properties or standards, or insignificant limitations of the serviceability of Goods do not represent a valid claim to complain. If the Goods require special installation, the warranty covers only the Goods which is installed by the Contractor or the Producer or persons authorized by them.
7.3 Complaints due to incomplete delivery of Goods must be made no later than 3 working days after the delivery of the Goods to the Client has been made. Complaints arising in connection with the Goods damaged during transport and manipulation must be filed with the carrier immediately upon the acceptance of the Goods, and it is necessary to take pictures as a proof and to draw up a complaint protocol with the carrier. The Client is obliged to inform the Contractor immediately about such situation.
7.4 Complaint due to apparent defects in Goods or due to latent defect must be reported to the Contractor by the Client no later than 3 days from the Goods delivery, in the case of latent defects within 3 days after they were discovered. Later complaints are not taken into account and they will not be acknowledged.
7.5 All complaints must be made in writing (e-mail, fax, or letter) and the defect must be described in detail. It is especially required to give the type, production number and the date of delivery of the Goods. Contact information to contact the person authorized by the Client to deal with the complaint must be provided too. Complaints which do not include the aforementioned information are not considered legitimate and the Contractor does not have to take it into consideration. The Client will provide the Contractor with reasonable period of time to remove the defect or to provide additional performance.
7.6 The Contractor or the Producer is entitled through their authorized persons to examine in site if the complaint is justified or not and the Client is obliged to enable them to do so. Should the complaint be found illegitimate or unjustified, the Client is obliged to pay all costs, including travel expenses, incurred in connection with filing the complaint to the Contractor or the Producer.
7.7 In the case of justified complaint all the costs related to the repair of the defects (unless the defect is beyond repair) are borne by the Contractor. If the Goods are sold for a price lower than usual, the warranty does not cover defects the lower price is related to. In the case of used items the Contractor does not bear liability for defects corresponding to the extent of use or wear the Goods featured when accepted by the Client.
8.1 Terms the initial letters of which are capitalised and which are included in these General conditions are to be interpreted as follows:
Client: a natural person or legal entity acquiring either directly or indirectly the Goods from the Contractor or the Producer, or with whom the Contractor settled or entered into a Contract
Contractor: 1.PLASTCOMPANY, s.r.o., Company identification number 29316359
Producer: the Contractor’s sub-contractor or most often a foreign producer of Goods, the sale, assembly, installation or putting into operation of which, or service of which is guaranteed or arranged under contract by the Contractor in his business territory.
Goods: products of the Producer or the Contractor and their sub-contractors which are subject-matter of the Contract and all work done within the context by the Producer or the Contractor.
Confidential information: any information related to the business matters of the Contractor or the Producer or the Goods which is not freely available. The obligation not to disclose lasts also after termination of this agreement.
Intellectual property: all technologies, trade secret, know-how, information, price lists and other documentation of the Contractor or the Producer.
- 9Other provisions
9.1 The Contract can only be amended in writing in the form of numbered amendments or supplements undersigned by all parties to contract.
9.2 All contractual relations which are not explicitly defined in these GBC are governed by the law of the Czech Republic referring especially to the Civil Code as amended. To settle any disputes between the Client and the Contractor arising in connection with a specific business relation, the parties have agreed to address a court having jurisdiction in Brno, i.e. either District or Regional Court in Brno. If a dispute arises directly between the Client and the Producer, the GBC of the Producer take precedence over the GBC of the Contractor.
9.3 Unenforceability or invalidity of any of the provisions of this Contract or these GBC will not affect enforceability, validity or effect of other provisions.
9.4 These GBC replace all the previous versions of the GBC of the Contractor as of the day of their coming into force.
The GBC have been in force since: 1 st August, 2014