Procurement Department

 Business Terms and Conditions

A - Price for Performance:
The contracting parties have stipulated the prices for particular items of the subject of performance. Other particulars relating to the price, e.g. insurance, packing, packaging, may be specified in this order.

B - General Business Terms:

1. The seller states that the goods are his property and that they are not encumbered with third parties' rights.

2. The seller is not entitled to unilaterally offset, pledge or assign any possible receivables arising from this contract without a prior written consent of the buyer. In case of breach of this obligation, the seller undertakes to pay the buyer, in addition to compensation for damage, also a contractual penalty of 10% of the receivable that was offset, pledged or assigned like this.

3. The seller is obligated to package the goods and provide them for transport in a way usual for this type of goods.

4. The seller shall hand over, together with the goods, all documents necessary for handover and proper use of goods, corresponding to their character and purpose. Signature of an authorized representative of the buyer on an accompanying document is a proof that the goods were taken over. 

5. Payment and invoicing:
     a) The buyer shall pay the seller a stipulated purchase price based on an invoice, which shall contain all the essentials of a tax document pursuant to the Act No. 235/2004 Coll., as amended. The seller is entitled to invoice for the contracted goods after they are delivered. The invoice has to be sent to the buyer in two copies.
     b) The buyer may return the invoice to the seller before the due date if it contains incorrect price information, incorrect essentials or if some essentials pursuant to point 5a) are missing. The due date then shall start to run again from the point the corrected invoice is delivered to the buyer.

6. Contractual penalty and interest on late payment:
     a) If the seller is late with the delivery of contracted subject of performance or its part, the buyer is entitled to charge the seller a contractual penalty of 0.05% of the contractual price for the pertinent subject of performance per each day of delay. This shall not affect the entitlement to compensation for damage caused to the buyer by the breach of obligations to which the contractual penalty applies, whereas the contractual penalty shall not count towards the compensation for damage.
     b) If the buyer is late with payment of an invoice or its part, the seller is entitled to charge the buyer interest on late payment pursuant to § 369 Sec. 1 of the Commercial Code and provisions of § 517 Sec. 2 of the Civil Code.

7. Major breach of contract:
The contracting parties stipulate that pursuant to § 345 Commercial Code, major breach of contract includes namely: delay of more than 10 days in the delivery of contractual subject of performance or its part, or delivery of defective goods.

8. Delivery of the subject of delivery and acquiring property right:
The seller is obligated to deliver the subject of delivery to the buyer to a stipulated destination on stipulated dates. Property rights are transferred at the moment the goods are taken over.

9. Guarantee of quality:
Subjects of delivery shall be taken over by an authorized representative of the buyer when prompted by the seller. The seller undertakes that the goods delivered will be suitable for the stipulated purpose, respectively for the usual purpose, and assumes guarantee for the goods quality pursuant to § 429 and foll. of the Commercial Code for 24 months from the date the goods were taken over by the buyer, unless stipulated otherwise. The guarantee does not apply to parts damaged by force and reasonable wear and tear.

10. The seller undertakes that the subject of contract complies with the essentials of the Act No. 22/97 Coll. The seller shall send the buyer a certificate of conformity, or an affirmation of issue of the certificate of conformity, in compliance with the Act. no. 22/97 Coll. and related governmental regulations.

11. The seller (physical entity) agrees that the buyer may gather, process and keep the seller’s personal information in a written, documentary or automated form, pursuant to the Act No. 101/2000 Coll. on Personal Information Protection, as amended, for the purpose of negotiation and conclusion of the contract.

 C – Other Arrangements:
In the draft purchase contract the seller and the buyer are listed under their respective commercial names as registered in the Commercial or Trade Register. Relevant provisions of the Commercial Code apply to cases not covered by these business terms and conditions.