GENERAL TERMS AND CONDITIONS OF THE ITB ENGINEERING & PRODUCTION S.R.O. COMPANY
1 INTRODUCTORY PROVISIONS
1.2 These General Terms and Conditions (GTC) govern the rights and obligations of the parties, i.e. the supplier and the buyer, arising from the business cooperation concluded between the ITB Engineering & Production s.r.o. company, Comp. ID 03223264, with its registered office at Lišov, Za Cihelnou 956/4, ZIP code 373 72, insert number 22885 C registered at the Regional Court in České Budějovice as the supplier, or the contractor, (hereinafter referred to as the “supplier”), and the buyer, or the customer, (hereinafter referred to as “the customer”)
2.1 The subject matter of the delivery is the product, goods, or service according to a written order of the customer, agreed in writing by the supplier, or according to the contract.
3 CONTRACTUAL RELATIONSHIP
3.1 The contractual relationship between the supplier and the customer is governed by the Civil Code No. 89/2012 Sb. as amended, and by these GTC, which form an integral part of this relationship.
3.2 The customer agrees to these GTC of the supplier in an order submitted by registered letter, electronically or by other means. If the text of the GTC is incomprehensible, the customer is obliged to notify the supplier before the two-way acceptance of the order at the latest; otherwise these GTC will be binding for them without objections.
3.3 Amendments to the contracts, orders, and / or these Terms and Conditions and any ancillary agreements must be in writing. Deviating arrangements between the supplier and the customer under conditions other than those specified in these GTC, are superior to those GTC.
3.4 Modification of contracts, orders or GTC in a form other than written, is expressly excluded. The GTC apply to all contracts and / or orders concluded between the parties. The GTC are permanently accessible on the supplier’s website.
3.5 Contracts covered by these GTC will not enter into force until the supplier has confirmed the customer’s order in writing. Similarly, the technical data, illustrations, drawings, weights, and dimensions, as well as instructions, records and materials accompanying the offer, are not binding unless the supplier confirms them in writing.
3.6 Changes to an already confirmed order are possible only exceptionally, and only in written form. The supplier is entitled to reimbursement of all costs incurred in connection with the order fulfillment, until the moment of its change.
3.7 The customer is obliged to provide only true information and a specific, unmistakable technical assignment of the subject matter of the order. In the event that the customer will provide the supplier with untrue data and incorrect technical assignment of the subject matter of the order, the customer is aware of the legal consequences of such conduct, including the supplier’s claim for damages. The supplier is entitled, but not obliged, to verify the correctness of the assignment of the product-specific design
specified by the customer.
3.8 The customer is obliged to provide the supplier with all the necessary cooperation for the entire duration of the contractual relationship.
3.9 The supplier shall not bear any responsibility for the design of the product, which he has manufactured exactly according to the customer’s specific assignment, and for any related operational safety risks. The supplier is entitled, but not obliged, to verify the correctness of the assignment of the product-specific design specified by the customer.
3.10 The supplier shall not be held liable for any failure to fulfill any obligation if such failure was caused by an obstacle, which did not depend on his will, and which could not reasonably be expected to count on at the time the contract was concluded, or that he would be able to avert this obstacle or its consequences. In particular, but not exclusively, this obstacle means any event caused by so-called force majeure, which is understood to be a natural occurrence, the arbitrary behavior of third parties, a state of war or a change in the political situation that excludes or disproportionately hampers the exercise of the rights and obligations arising from the contract.
3.11 The supplier shall be entitled to use third parties’ contracts even without the Customer’s consent, for the purpose of performance.
3.12 The fact that either party does not seek compensation for breach of the agreed obligation, or does not insist on the consistent fulfillment of any of the obligations, declarations, or conditions of these GTC or contract does not imply that subsequent action, which would otherwise be a breach of contract, was not valid, but can only be considered effective if the consequence of such a case is applied in writing for each such individual case.
- TERMS OF DELIVERY
4.1 Unless otherwise agreed in writing, the goods are taken over by the customer at the supplier’s premises.
4.2 The risk of damage to goods passes to the customer at the moment of delivery or handover to the carrier.
4.3 The customer is obliged to sufficiently check the goods upon its off-take. By signing the delivery note, the customer confirms their acceptance of the warranty terms and claim rules.
4.4 If the delivery period is not agreed in writing, any delivery times and deadlines are informative only.
4.5 The agreed delivery period begins at the earliest after the order confirmation has been sent, but not before all the details of the performance of the contract are clear, and until all the supporting documents, which shall be delivered by the customer, have been received, as well as any agreed advance payments. Changing the customer’s requirement is valid only if the supplier confirms this change in writing. In any case,
the agreed delivery period is prolonged until the supplier assesses the feasibility of the change, and for the time necessary for processing the modified instructions.
4.6 The customer causes delay of acceptance, if he does not accept, rejects, prevents or by any other means impedes the supply of goods or services. If the agreed delivery period cannot be met for reasons not caused by the supplier’s fault, the supplier has the right to store the goods at the cost and risk of the customer. After the expiry of the 30-day period, the supplier is entitled to withdraw from the contract and, in the event that the customer is responsible for the delay, the supplier is entitled to claim damages in the amount of 100% of the price of the goods or services.
5 PURCHASE PRICE AND PAYMENT CONDITIONS
5.1 The supplier shall inform the customer about the price, whose proposal is included in the offer (price offer) and the customer accepts the price by making an order.
5.2 The risk of damage to the work or goods is transferred to the partner at the moment of delivery.
5.3 The price is not permanently unchangeable, and is directly proportional to movements of raw material prices in the market. The supplier reserves the right to change this price on the basis of the following conditions.
5.4 In the event of a change in customer’s requirements, the supplier reserves the right to change the price of the product / service, and the delivery period to the extent proportional to the change of the customer’s requirements.
5.5 In the event of a price change, the supplier shall inform the customer without delay, and after a written consent from the customer, the supplier is entitled to change the price of the product / service.
5.6 Unless otherwise agreed in writing, the invoice maturity is 14 days from the invoice date. If the payment is not made by the end of the due date, (decisive is the day of crediting the full invoiced amount to the supplier’s account), the customer is automatically in arrears with payment.
5.7 In the event that the customer fails to pay for the goods delivered on the agreed date, he undertakes to pay the supplier a contractual penalty of 0.1% of the total outstanding amount for each commenced calendar day of delay.
5.8 In the event that the customer does not pay the full purchase price at the time of invoice payment, the supplier has the right to withdraw from the contract. In this case, the supplier’s claim for damages is not affected.
6 RETENTION OF TITLE
6.1 The goods remain the property of the supplier until the customer has paid the full price and all costs associated with its delivery. The supplier is entitled and empowered at any time to enter the retention of title at the competent government office at the appropriate place. Upon request, the customer shall assist in the registration process. The customer shall ensure that the delivered goods are kept in good condition for the duration of the retention of title, and are appropriately insured.
7 WARRANTY CLAIM AND FAULT LIABILITY
The supplier shall provide the customer with a 24-month guarantee period from the date of receipt of the goods.
7.2 It is the duty of the customer, immediately after delivery, to check the delivered goods or services, whether they are complete and correct, without significant defects. Without any delay, the customer is obliged to inform the supplier of any apparent defects in writing and in detail. The report shall be sent no later than 8 days after delivery. Failure to notify of defects in due time means approval of goods or services. After approval of the goods or services or after expiration of the warranty period, all warranty rights of the customer expire.
7.3 The warranty does not apply to any materials used in the product processing that were supplied by the customer, and to any customer’s design solutions, as well as to the resulting safety and functionality of the product.
7.4 The warranty does not cover usual wear and tear of the goods delivered, defects caused by atmospheric disturbances, natural disasters, improper storage, improper handling, and intervention of third parties.
7.5 If the customer uses the delivered goods for further processing, it is deemed that he has the goods thoroughly inspected, including professional care, and has stated that they are in good order. The customer’s claims for damages resulting from the further processing of the delivered goods (e.g. their incorporation into a larger unit) are excluded.
7.6 In case of non-acceptance of the goods by the customer within the agreed period, the warranty period shall run from this date. Similarly, the same applies in the event of detention of the goods by the supplier due to non-payment by the customer.
7.7 The customer is obliged to report the identified obvious defects without undue delay, but no later than within 5 days of the receipt, otherwise the warranty expires. Later, the customer is entitled to claim the defects only if he proves that the goods already had these defects at the time of transition risk of damage.
7.8 The customer is obliged to notify the supplier of the complaint immediately in writing, either by registered mail, by e-mail or via a data box with a precise description and documentation of the defect claimed.
7.9 The supplier is entitled to ascertain the legitimacy of the claim through his representatives.
7.10 The supplier shall not be liable for defects caused by the use of the goods contrary to the purpose for which they are intended, for defects caused by defective storage after the delivery of the goods and for defects originating in circumstances which could not be avoided.
7.11 In the event of a claim being legitimate, the supplier shall acknowledge the claim and agree with the customer, how to remedy the defect.
7.12 In the event of an unauthorized complaint by the customer, in particular when the customer has been informed about such defect by the supplier upon receipt, the customer is not entitled to compensation for the damage resulting from this defect. The customer is obliged to pay the supplier any costs associated with the investigation of this defect.
8.1 The place of jurisdiction are courts in České Budějovice.
9 FINAL PROVISIONS
9.1 These GTC accepted by the ITB Engineering & Production s.r.o. company become effective on 1 January 2017, and from that date they become an integral part of contractual relationships.
9.2 The supplier is entitled to modify these GTC unilaterally, or to issue new GTC. Prior to the effective date of the change, or the issuance of new GTC, the supplier is obliged to publish this information on his website, which is accessible to the customers in a remote manner.