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General Terms and Conditons of Delivery and Payment

I. General provisions

  1. These General Terms and Conditions of Business and Delivery (GTCBD) are in compliance with Commercial Code and are valid in their entirety. They are an inseparable part of the Purchase Contract.

    Distinct arrangements that are explicitly specified in the contract take precedence over these business conditions.

  2. All technical materials, such as drawings, illustrations, weight etc. are informative, unless they are determined by both contracting parties as binding.
  3. Changes, amendments and addendums of these GTCBD can be only carried out in writing and by a mutual agreement.
  4. When the buyer does not meet one of the obligations stipulated in the Purchase Contract (PC), the seller can either insist on meeting this / these obligation(s) or he can avoid the contract. After avoiding the PC the seller can sell the product to the third party without any further limitations.
  5. Without the  prior written permission of the seller the buyer is not entitled to transfer the rights and obligations arising from the PC on third persons.
  6. The seller is obliged to deliver the goods in version that corresponds to the specification stipulated in PC and in technical documentation (including the acceptance conditions, standards etc.).
  7. The seller is obliged to commence fulfilment of the subject of the PC only after an unambiguous conclusion of the PC by both contracting parties.
  8. Order confirmation signed by both contracting parties has to be also regarded as a PC.

    When the order confirmation does not contain a detailed specification of the fulfilment, the subject of fulfilment is determined by an accustomed way of fulfilment according to existing relations between the participants or it is determined by the way that is common for that type of contract.

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II. Price

  1. Price is set according to the price list or the quotation, and it has to be mutually confirmed by both contracting parties. The quotation is non-obligatory.
  2. The purchase price has to be settled (mutually confirmed) again, if one of the contracting parties has unilaterally changed at least one of such conditions of the contract that had provably an influence on the costs of the other contracting party.
  3. The validity period of the price of the subject of PC is limited for the period of fulfilment of this subject. By an unambiguously defined product, it is also possible to settle an another validity period of the price.
  4. The seller reserves the right to unilaterally require the price adjustment, if, during the period from the conclusion of the contract till the completion of the fulfilment, one of the contracting parties has caused a rise of costs due to the adjustment of the state-regulated prices, taxes, charges etc.
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III. Payment

  1. The payment is regarded as realised when the total invoiced amount has been transferred to the account of the seller at his full disposal.

    Basic terms of payment:

    Payment on the invoice. Unless otherwise stipulated in PC, the invoices issued by the seller are payable within 14 days since the realisation of the delivery. 

    Payment in advance - pre-invoice. On receipt of the goods, the buyer is obliged to prove the payment, e.g. with the statement of account.

    Payment on receipt. The buyer will pay the outstanding amount at the cash desk upon receipt of the goods.

  2. The buyer is obliged to pay the settled purchase price in a currency that was agreed in PC.
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IV. Reservation of the proprietary rights

  1. Until the complete settlement of the outstanding debts in relation to the buyer, the goods remain the property of the seller.
  2. In accordance with § 445 of Commercial Code, the goods remain, until the complete settlement of the invoice, a property of the seller. This applies to any form of the goods, even after it has been processed.Proprietary rights regarding the delivered goods are, on the day of the payment realisation, transferred to the buyer.

    If the seller can not receive the delivered goods without problems, the stated reservation is not a barrier for asserting his claims regarding the payment of the purchase price.

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V. Deliveries

  1. Unless otherwise stipulated, the delivery time stated in PC is valid.
  2. Provided that the seller does not cause a provable increase of the buyer´s costs, he reserves the right to deliver the subject of the contract also in partial deliveries, potentially even prior to the stipulated delivery time.
  3. The basic delivery condition is FCA depot of the seller (INCOTERMS 2000). Other delivery conditions in accordance with INCOTERMS 2000 can be stipulated. 
  4. The seller meets the delivery obligations, when he places the subject of fulfilment of the contract at buyer´s disposal according to the stipulated delivery condition (INCOTERMS 2000) in the delivery date in accordance with PC.
  5. The delivery is regarded as accomplished, when the quantity of the delivered products is within the tolerance +/- 10% of the ordered quantity.
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VI. Packing and package management

  1. The type of packing has to be exactly described in the specification of the relevant PC for a given product.
  2. Unless otherwise stipulated, the packagings and packing costs are not included in the price of the product a have to be paid by the buyer.
  3. It is necessary to return the undamaged returnable packagings after an agreement with the seller. The costs of returning the packagings are covered by the buyer. In case of not returning or damaging the returnable packagings, the seller is entitled to charge the buyer 100% of the price of packaging.
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VII. Contract sanctions

  1. By the buyer´s default in payment of the outstanding sum, the seller is entitled to charge the buyer a delay interest of 0.05 % per each day of default.
  2. By the buyer´s default in payment of any sum in relation to the seller, the seller is entitled to stop the fulfilment of a not accomplished delivery without infringing the PC.
  3. In case that the buyer avoids the contract during the period from its creation till the confirmed date of fulfilment, and he does so without the consent of the seller, he is obliged to pay the contract sanction of 40% of purchase price of the stipulated fulfilment.
  4. If the buyer delays the receipt of the goods for longer than 30 days since the preparation of the goods for the despatch, he is obliged to pay the seller a contract sanction of 40% of the purchase price of the non-received fulfilment. The seller has the right to avoid the PC.
  5. The stipulated contract sanction does not exclude other claims of the seller. The maturity of the contract sanction is set to the period of 14 days since its written claim made by the entitled party.
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VIII. Warranty

The seller will provide warranty for the quality of his products in duration of 2 years since the day of despatch. This warranty will be provided only in case of proper storage of the products in dry and roofed rooms at a temperature of min. 5oC and a relative humidity of max. 85%. In case of metal waste, the quality is assessed at the qualitative and quantitative entry check.

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IX. Complaints

  1. On receipt of the defective goods the claims of the buyer lapse, if they are not submitted in writing. In case of obvious defects, these claims lapse within 14 days since the date of order fulfilment by the seller.
  2. Defects resulting from incorrect storage and manipulation are not a subject of complaints.
  3. The buyer has to enable the seller to check the complained defect.
  4. If the buyer´s reasons for complaint are not justified, or they are not directly caused by the seller, the seller is obliged to invoice the buyer the costs connected with services for the evaluation or elimination of the defects.
  5. It is up to the seller to decide, whether he will replace the goods or provide an appropriate discount.
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X. Circumstances excluding the responsibility

  1. In case of incidents that could not have been predicted at the time when the PC was signed, and which will cause a barrier for the seller in fulfilment of his contract duty, the seller is entitled to postpone the fulfilment period by the time, during which this barrier is present, and also by the time that he needs for starting his normal operation.
  2. Circumstances excluding the responsibility represent events that the seller, providing a care that can be required from him, can not avert or expect.
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XI. Final provisions

  1. Conditions that are not governed in these GTCBD conform to the provisions of Commercial Code.
  2. The buyer is unconditionally obliged to keep secrecy about all the information (concerning the deliveries from the seller) that are made accessible to him, information that he, with respect to the circumstances, can unambiguously consider to be a business or company secret and also information that should be kept as confidential. The exception is the information that is known from public sources.

    The breach of the obligation to keep secrecy is sanctioned by the relevant provisions of Commercial Code and by other regulations.

  3. Disputes than can arise between the contracting parties during the fulfilment of contract duties will be resolved by an out-of-court settlement. If these disputes could not be resolved this way, than the court responsible for their resolution is the Commercial Court that is located at the seat of the seller.
  4. By their signatures, the seller and the buyer confirm their unconditional agreement with these business conditions.
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