With the registered office at Havlíčkova 605, Kolin, Company Registration Number 46357351, registered with the Municipal Court in Prague, Section B, Insert No. 2686
The present General Purchasing Conditions (hereinafter referred to as “Conditions”) govern the rights and obligations of the Contracting Parties as well as any other conditions for entering into purchase agreements, contracts for work and contracts for provision of services based on which the company Lucebni zavody Draslovka a.s. Kolin orders goods or performance of work or provision of services (hereinafter referred collectively to as the "Scope of Supply”).
"Buyer" shall mean Lucebni zavody Draslovka a.s. Kolin. "Seller" shall mean the supplier of Scope of Supply. Only written arrangements mutually agreed by Seller and Buyer shall have precedence over the provisions contained in these Conditions.
Individual orders shall be issued by Buyer. Seller is obliged to confirm the order within 3 business days following its delivery. Contracting Parties are obliged to issue order and
perform any legal acts in written, and send them to the other Contracting Party by mail, electronically or by fax (hereinafter referred to as "other admissible manner"). The price or the method of the price determination, as well as any other price arrangements, are defined upon an agreement between Buyer and Seller, and shall be stated in the specific
order. The pricelist of Seller shall be applied towards Buyer only if explicitly confirmed so by Buyer.
Seller shall be held liable for the correctness and accuracy of any data it provides to Buyer, and undertakes to notify Buyer in written and in timely manner of any changes relating to its entity that are important to the fulfilment of contracts entered into with Buyer, including the ability to fulfil its obligations.
Seller shall charge the price of Scope of Supply by an invoice with a 60-day payment term that begins at the earliest upon the handover of the Scope of Supply, free of any defects and shortcomings, or upon the delivery of the invoice to Buyer, whilst key is whatever occurs later. The invoice shall be properly delivered, and has to contain all particulars of a proper tax document. Buyer is entitled to return an incorrectly issued invoice and request an issue of a correctly issued one. In such case, a new payment term begins upon the delivery of a correctly issued invoice.
If Scope of Supply is the provision of services to Buyer, Seller shall be obliged to provide those services in compliance with the interests of Buyer that are known to Seller, or that Seller had to know. Seller undertakes to provide those services with due diligence at high professional level. Seller shall notify Buyer of any circumstances it may find out during the fulfilment of Scope of Supply that may cause any change in the instructions of Buyer. Seller is entitled to partially or completely delegate the performance of Scope of Supply pursuant to the contract with Buyer only if Buyer has expressly agreed to it. Seller is liable for damages to any things handed over to Seller by Buyer for the fulfilment of the contract, unless Seller could not prevent such damage even by exerting professional care. Unless stated otherwise, Buyer is not obliged to refund any costs of Seller incurred by Seller in the performance of Scope of Supply pursuant to this contract, unless it results from their nature that they have not already been included in the price, and Buyer confirmed the payment of those costs. Seller is not entitled to claim reimbursement of any expenses that were not incurred purposefully and effectively.
Seller shall fulfil its obligation to hand Scope of Supply over to Buyer upon the handover of Scope of Supply free of any defects and shortcomings at the time and the location determined in the Buyer's order; should the location not be stated, then the place of performance is the registered office of Buyer. Upon the handover of Scope of Supply to the carrier the obligation of Seller to hand Scope of Supply over is not fulfilled. Any costs associated with the transport to the place of fulfilment, including the packaging fee, shall be borne by Seller. Seller is obliged to hand Scope of Supply over to Buyer at the agreed term on business days between 6 a.m. and 2 p.m. If the last day of the term falls on Saturday, Sunday, bank holiday or any other non-business day in the Czech Republic, Seller is obliged to deliver on the closest preceding business day. Partial deliveries are only admissible upon the previous consent of Buyer. Should Seller fail to hand Scope of Supply over to Buyer, free of defects and shortcomings, at the agreed term, Seller undertakes to pay a contractual penalty to Buyer in the amount of 1% of the total price of Scope of Supply for each even begun day of the default in handing Scope of Supply over, free of defects and shortcomings. The right to claim damages shall not be affected in any manner whatsoever by the arrangement on the contractual penalty.
Scope of Supply is transferred to the ownership of Buyer and simultaneously the risk of damage to Scope of Supply passes to Buyer upon taking Scope of Supply over by Buyer at the place of fulfilment. If Scope of Supply is handed over by means of transport service, the risk of damage to Scope of Supply shall pass to Buyer upon the acceptance of Scope of Supply by Buyer at the place of performance.
Seller shall be held liable for Scope of Supply being free of any legal and factual defects. If Seller does not provide longer warranty in the specific order or in the contract, it is agreed that Seller provides Scope of Supply with the warranty for the quality for a period of three years following the acceptance of Scope of Supply, unless the term of consumption of Scope of Supply is shorter pursuant to the applicable legal regulations. Seller is obliged to instruct Buyer properly on the conditions of storage and handling the handed over Scope of upply. Should Seller fail to remove defects of Scope of Supply claimed in the warranty term latest within 15 days following the claim, Seller undertakes to pay a contractual penalty to Buyer in amount of 0.5% of the price of Scope of Supply for each day of the default in the defect remedy. The right to claim damages shall not be affected in any manner whatsoever by the arrangement on the contractual penalty.
Should Seller or carrier fail to wait until the ordinary takeover of Scope of Supply by Buyer, which will disable the instant settlement of the claim regarding potential defects, the Buyer's letter of claim shall apply to any apparent defects.
Should the Scope of Supply have defects, Buyer is entitled to claim discount of the price, or delivery of replacement Scope of Supply, or Buyer is entitled to withdraw from the contract. If Buyer does not request delivery of replacement Scope of Supply or Buyer does not withdraw from the contract, it is agreed that Seller shall provide Buyer with the discount of the
price in the form of a credit note (hereinafter referred to as the "credit note"). Seller is obliged to deliver the credit not to Buyer within one week following the claim. If the price has already been paid by Buyer, Seller is obliged to return part of the paid price equalling the applied discount to Buyer within one week following the discount application. Should Buyer requests delivery of replacement Scope of Supply, Seller is obliged to deliver that replacement within one week following the claim request. Seller shall be held fully liable for any damages that Buyer may suffer due to the defective fulfilment.
Applying a claim means submitting it in written or in other admissible manner. When choosing an option out of the delivery of replacement Scope of Supply, discount from the purchase price or withdrawal from contract, it is irrelevant and shall not be taken into consideration whether the contract has been breached in substantial or unsubstantial manner by the delivery of defective Scope of Supply. In both cases Buyer shall have the rights specified in Section XI. of these Conditions. In case of a justified complaint of a defect of the Scope of Supply Seller shall pay to Buyer flat rate for the issuance and delivery of the complaint report in the amount of 50 EUR.
Seller shall be held liable for Scope of Supply meeting the requirements (including the delivery of documents) imposed to it by legal regulations and standards of the Czech Republic and the European Union, primarily, but not exclusively, by Act No. 22/1997 Coll., on Technical Requirements for Products, including implementing regulations. All of the gauges that form part of Scope of Supply shall be attached with documents that are specified for working gauges defined in Act No. 505/1990 Coll., on. Metrology, including implementing regulations. Seller is obliged to submit, at latest with the handover of Scope of Supply, user manuals in the Czech language to Buyer, as well as other relevant documents. Should Seller breach the above obligation, or should false, misleading or incomplete data appear in the handed over documents presented to Buyer, Seller shall be held fully liable towards Buyer for any damage or loss Buyer may suffer in consequence of that.
Should Seller fail to fulfil any of the obligations defined in the present Conditions or contract, or if it turns out that any declaration of Seller is false or deceptive, Buyer is entitled to withdraw from any individual and/or framework agreement entered into with Seller, regardless of whether the contract was or was not breached in substantial manner. In case of withdrawal from contract, Buyer and Seller shall mutually return the provided performances and payments.
In case of withdrawal from contract, Buyer is entitled to withdraw even from related perfect fulfilment, especially is entitled to return Scope of Supply delivered without defects. In that case, Seller is obliged to deliver credit note to Buyer for the price of all returned Scope of Supply at latest within five days following the withdrawal from contract. If the price of the returned Scope of Supply has already been paid by Buyer, Seller is obliged to return the paid price to Buyer within one week following the withdrawal from contract. Until the purchase price is reimbursed, Buyer is not obligated to return the Scope of Supply . Upon the expiry of the term for the return of the price, the risk of damage to Scope of Supply passes to Seller, and Seller is obliged to pay the expenses associated with the storage of it. After the return of the price to Buyer, Seller is obliged to take Scope of Supply over within one week at a specified place. Seller is obligated to confirm the takeover of the retuned Scope of Supply to Buyer. Expenses associated with the return of Scope of Supply shall be borne by Seller, whilst the expenses suffered by Buyer in connection with that return, shall be paid by Seller based on an invoice issued by Buyer.
Any written manifestations of Contracting Parties shall be considered delivered the day when the delivering Contracting Party has been notified that no recipient exists at the address of the place of business of the other Contracting Party, there is no-one to accept the consignment, or the receipt of the consignment has been unlawfully refused. Any action taken by other admissible manner must be subsequently confirmed in written. As the day of action taken by other admissible manner shall be regarded the day when the transaction was made by other admissible manner, and not the day when the other party was delivered a written confirmation of that action.
All relations between Seller and Buyer shall be governed by these Conditions and by the laws of The Czech Republic, particularly by the Act No. 89/2012 Coll., Civil Code, as amended. These General Purchasing Conditions are binding for Buyer and Seller as part of a concluded contract for Scope of Supply, defined upon the order of Buyer. Upon the confirmation of the order, or upon the fulfilment of Scope of Supply, Seller accepts the present Conditions. Any change to the present Conditions shall be notified by Buyer to Seller through publication at: www.draslovka.cz.
These General Purchasing Conditions are effective since January 1, 2014