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General Commercial Terms and Conditions of EUROstand, Ltd

 

1. Validity and scope of general commercial terms and conditions
1.1. These General Commercial Terms and Conditions shall govern the relations between EUROstand, Ltd., incorporated in the commercial register maintained by the Regional Court in Brno, Section C, file 35145, Identification Number: 25577476, with a registered office at Brno, Železná 5, post code: 619 00, Czech Republic, as the Seller and a natural person or a legal entity, an entrepreneur exactly specified in an order as the Buyer (hereinafter the „General Commercial Terms and Conditions“).
1.2. These General Commercial Terms and Conditions become an integral part of a purchase agreement once such a purchase agreement is signed. Such a purchase agreement also contains customs of trade as recognised by the Parties provided that such customs are in conformance with the content of the purchase agreement and with these General Commercial Terms and Conditions.
1.3. All deliveries including future ones are affected solely on the basis of these General Commercial Terms and Conditions. This precludes the usage of any commercial terms and condition of the Buyer unless expressly accepted by the Seller.
1.4. Any and all verbal or written agreements made by the parties prior to concluding a purchase agreement concerning a commercial transaction under the subsequently concluded purchase agreement are void unless additionally included in the purchase agreement and in conformance with these General Commercial Terms and Conditions.
2. Conclusion of a purchase agreement, amendments to a purchase agreement, transfer of purchase agreement rights and duties
2.1. A purchase agreement is concluded once a written acknowledgement by the Buyer of an order has been delivered to the Seller. Silence on the part of the Seller shall in no event be deemed an acknowledgement of an order.
2.2. An order by the Buyer must be made in writing containing at least an exact denotation of the Buyer, specification and quantity of the goods ordered, date of delivery and manner of transport of the goods, it must be signed by a person authorised to act on behalf of the Buyer and must be delivered to the Seller at the address of his registered office.
2.3. An order and/or the acknowledgement of an order may also be sent by fax or by electronic mail
2.4. Purchase agreement rights and duties of the Parties may only be transferred to a third person subject to a prior written consent by the other Party to the agreement.
3. Subject-matter of a purchase agreement, purchase price
3.1. Under the terms and conditions hereof, the Seller shall deliver goods to the Buyer transferring title to such goods to the Buyer and the Buyer undertakes to accept the goods ordered and pay the Seller a purchase price for them.
3.2. The purchase price is determined by the price list which is binding as of the date on which the purchase agreement is signed with the exact price calculation for the goods ordered being included by the Seller in the acknowledgement of an order – order confirmation. The price list contains the range of goods offered by the Seller and is binding for both parties once it is delivered to the Buyer. The Seller reserves the right to make a change or correct an error in the price list.
3.3. The sale price of the Buyer is determined from the pricing framework outlined in the Sellers price list. This means that, either with intent or without, the Buyer may not offer the goods to a third party at a lower price than the third party would be able to purchase the same goods from the Seller. Failure to uphold the above will constitute a breach of contract and the penalty will be termination of cooperation between the Buyer and Seller at the Seller’s discretion.
3.4. Unless otherwise expressly agreed by the Parties, the prices of goods do not include the costs of packaging, loading, transferring, and insuring the goods, which will be added to the purchase price. The purchase price is also increased by customs charges and by a value-added tax in the event that the Seller is obliged to pay such charges.
3.5. The costs of bank transfers related to the payment of a purchase price (charged on both sides – by the sending and receiving bank – of the Seller and of the Buyer) are fully debited to the Buyer, that is, the Buyer is obliged to pay into the Seller' account such an amount, increased by relevant bank charges if required, as is necessary for the Seller's account to receive an amount matching the amount as invoiced by the Seller for the goods sold.
3.6. The Seller is entitled to request from the Buyer the payment of a price of goods delivery higher than the price agreed in a purchase agreement if, between the time of the signing of the purchase agreement and the time of the goods delivery to the Buyer, there were substantial changes in the prices of raw materials, auxiliary and operational substances or substantial changes in wages and salaries (with such costs regarded for these purposes as relevant constituents of production costs). In such an event, the Seller is obliged to advise the Buyer, well ahead of the date on which the goods are delivered, of his request to increase the price as specified in the purchase agreement, to include a relevant price calculation in respect of the increased costs and he shall also set a date by which the Buyer is to announce whether he accepts the changed price or not. The consent to a change in the price must be given in writing (for these purposes, a fax or an e-mail message is admissible) and becomes a part of the Purchase Agreement. In the event that the Buyer fails to give his consent to a change in the price, the Seller may withdraw from the Purchase Agreement. Once a withdrawal from a purchase agreement has been delivered to the Buyer (for these purposes, a fax or an e-mail message is admissible), the purchase agreement is terminated.
4. Terms of Payment
4.1.  Unless otherwise agreed by the parties in respect of a particular case, the Buyer shall pay the Seller the purchase price as invoiced by the Seller by the due date as specified in the invoice by a bank transfer into the Seller's account as shown in the invoice. As a rule, the Seller shall issue an invoice within 5 days after the goods are handed over to the Buyer.
4.2. The Buyer is not entitled to refuse an invoice when he finds defects in its content or form, but shall inform the Seller of such a finding without unnecessary delay. The Seller shall then correct what is necessary in such an invoice. Unless otherwise agreed, in such a case, the maturity date of the invoice shall not be extended by the time elapsed until the corrected invoice is delivered to the Buyer
4.3. In the event that the purchase price or a part of it is paid in advance prior to the goods being handed over, the Buyer shall prove to the Seller, not later than one day before the handing-over of the goods, that he has paid the purchase price or its part which he is to pay in advance by producing a copy of the advice of payment into the Seller's account unless such an amount has already been placed to the Seller's account (for these purposes, a fax or an e-mail message is admitted). The Buyer is aware of the fact that, without the payment having been placed to the Seller's account or without an advice of payment having been delivered to the Seller, the Seller is not obliged to deliver the goods ordered to the Buyer by the agreed date. As a rule, the Seller shall issue a settlement invoice, five days after the handing-over of the goods to the Buyer.
4.4. A payment is deemed effected at the time it is placed to the Seller's account. For payments, the Buyer shall include the variable symbol as stated in the invoice.
4.5. If the Buyer makes default in paying the Seller the purchase price, the Buyer is obliged to pay the Seller an interest on late payment of 0.05% of the amount invoiced for each commenced day of the default. If the Buyer makes default in paying the Seller the purchase price, the Seller has a right not to deliver the goods to the Buyer by the agreed date until the purchase price has been fully paid. If the Buyer makes a default in paying the Seller the purchase price longer than 3 months, the Seller is entitled to withdraw from the purchase agreement in writing. By delivering the withdrawal to the Buyer, the purchase agreement is terminated. If the Seller withdraws from a purchase agreement under this provision, he shall be reimbursed by the Buyer for all the related expenses paid and damage incurred
4.6. The Buyer is not entitled to withhold payments. Only a claim determined upon a final and conclusive judgement or a claim beyond any doubt may be set off. The Seller is entitled to set off his monetary claims against such Buyer's claims as the Buyer may have from companies with which the Buyer has direct or indirect capital or business liaisons.
4.7. In the event that the Buyer's property situation substantially deteriorates and/or the Buyer defaults longer than 1 month in the payment of any monetary claim, the Seller is entitled to declare all his current claims from the Buyer immediately due and payable and demand that they should be paid. The Seller may, in such a case, withhold even not fulfilled deliveries from all the purchase agreements without this being deemed a breach of such agreements on his part.
4.8. The Seller reserves the right to decide whether he will, in each particular case, accept bills, cheques, or other vouchers. The costs of their discounting and collection are debited to the Buyer unless otherwise provided for in an order acknowledgement. All the means of payment of this kind are only accepted to ensure reliable performance of the Buyer's obligation to pay the purchase price.
5. Delivery, shipment, and packaging of goods
5.1. Unless otherwise agreed, the delivery date is the date on which the goods are ready to be taken over on the Seller's premises.
5.2. The Seller shall, on the Buyer's request, acknowledge to the Buyer that the goods are ready be taken over.
5.3. Partial goods deliveries are admissible unless otherwise agreed for a particular case.
5.4. A delivery date is reasonably put forward if the delivery is delayed due to force majeur with force majeur including but not limited to natural disasters such as earthquakes, fires, a war, civil commotions, general strike.
5.5. If the Seller defaults in supplying goods to the Buyer for a period longer than 1 months, the Buyer is, after the lapse of an additional time (at least 14 days) stipulated by the Buyer in a formal request for the delivery of goods, entitled to withdraw from the purchase agreement. By a recommendation to the Seller to withdraw, the purchase agreement terminates. The Buyer is not entitled to damages because of the Seller failing to meet a date of delivery. For any damage incurred in respect of the Seller 's default in delivering goods, the Buyer shall be compensated by a contractual fine of 0.5 % of the purchase price of the goods for each commenced day of default in goods delivery, however, not exceeding 10 % of the price of the goods that the Seller fails to deliver in time. By paying a contractual fine, the Seller is no longer obligated to deliver to the Buyer the part of the goods that he has failed to deliver and for which he has paid the contractual fine.
5.6. If the Buyer defaults in taking over goods on the Seller's premises for longer than 1 month, the Seller is, after the lapse of an additional time (at least 14 days) set by him for the Buyer in a formal request to take over the goods, entitled to withdraw from the purchase agreement. By delivering the withdrawal to the Buyer, the purchase agreement terminates. If the Seller withdraws from a purchase agreement under this provision, he shall be compensated by the Buyer for all the costs and damage incurred in respect of this. In addition, the Buyer shall pay the Seller a contractual fine of 0.5 % of the price of the goods that have not been taken over for each commenced week of default in taking over the goods regardless of whether the Seller withdraws from the purchase agreement or not.
5.7. The goods shall be transported in a manner as specified in the order in conformance with INCOTERMS 1990, with mainly the EXW or CPT clauses applying.
5.8. Goods are packaged in order to prevent them from damage during transport. Unless the Seller reserves proprietary rights to packing, such packing becomes property of the Buyer and the Seller is entitled to charge the Buyer for such packing and the Buyer shall pay the price of such packing along with the purchase price of the goods delivered. If the Parties agree that packing remains property of the Seller, the Buyer shall return such packing to the Seller in good condition at his own expense and, if he fails to do so, he shall compensate the Seller for the packing at a price indicated in the last invoice as the price of the packing within thirty days of receipt of the goods delivery.
6. Transfer of risk of damage to a thing
6.1. Risk of danger to a thing is transferred form the Seller to the Buyer in compliance with the interpretation of  INCOTERMS 1990 as stated an order with the EXW or CPT clauses mainly applying.
6.2. If the Buyer defaults in taking over goods or if goods are not taken over for whatever reason, the risk of damage to a thing is transferred to the Buyer once a formal request is sent to the Buyer to take over the goods.
7. Guarantee
7.1. The goods delivered shall have properties usual for the kind of goods delivered. The Seller is liable for all the properties of goods expressly stipulated by the Buyer.
7.2. If goods are delivered according to a design, the Seller shall supply goods matching such a design or pattern. For this reason, it is necessary, in an agreement, to exactly identify the designs and patterns to be used as benchmarks of the identity and quality of goods. Should the designs be expressly required to only fulfil a generally guiding function, the Seller's duty is deemed fulfilled if goods match a guiding design. Technical recommendations provided for the Buyer along with the supply of goods are not part of the delivery as such and the Seller is not liable for their correctness.
7.3. The parties may stipulate in an agreement deviations from the usual quality effective for a definite or an indefinite period and such deviations from the standard quality may be reflected in a price agreement.
7.4. Complaints about quantities or visible quality defects may be made to the Seller in writing within 10 days of the receipt of goods by the Buyer. A complaint is deemed eligible if sent to the Seller on the last day of the period. Complaints made after this date are not eligible. The Buyer shall provide a justification of each complaint proving the defects claimed otherwise the complaint is not considered. The Buyer is entitled either to a reduction in the purchase price or to a substitute performance depending on his choice. This entitlement must be claimed along with the complaint otherwise it is the Seller who has the right of choice. Making a complaint does not relieve the Buyer of his duty to pay the purchase price even for that part of the delivery which is the subject matter of the Buyer's complaint. Such a part of the purchase price shall be settled after the procedure of dealing with the complaint in question has been terminated and according to its result.
7.5. The Seller shall decide about a complaint within 30 days of its claim by the Buyer. In the event that he acknowledges the claim, he shall provide for the Buyer a reduction in the purchase price or supply him with a substitute good. In such an event, he shall, at his own expense, supply the Buyer with a faultless good replacing the faulty one in question, the Buyer shall prepare the defective good for being handed over back to the Seller.
7.6. The Buyer may only withdraw from a purchase agreement because of defects of goods delivered if the Seller has failed, even after having acknowledged a complaint, to deliver substitute goods free of defects.
7.7. For the design part of goods, the Seller provides a guarantee of such a length and under such conditions as stated in a guarantee certificate, which is supplied to the Buyer along with the goods.
8. Rights of industrial property and copyright
8.1. In the event that the Seller supplies the Buyer with goods using designs or drawings of the Buyer, the Buyer shall be liable for such designs and drawings being free from rights of third parties and, in the event that this is not so, he undertakes to relieve the Seller from any and all obligations incurred as a consequence of an infringement of rights of industrial property and copyright, in particular, to relieve him of any and all claims of damages resulting from this.
8.2. The Buyer shall see to it that the Seller's rights of industrial property and copyright in respect of the goods are not infringed and shall support the Seller in protecting his rights against unlawful actions on the part of third parties and is liable to the Seller for any damage caused to him by infringing the Seller 's rights of industrial property and copyright. 
9. Reservation of property
9.1. All goods delivered to the Buyer are owned by the Seller up until the date on which the Buyer pays the entire purchase price with related accessories unless Parties agree otherwise for a particular case. This entails the Buyer's duty to store goods encumbered by a reservation of property separately and provide it with proper care. If the Buyer processes a good encumbered by a reservation of the Seller 's property, the processed good shall also be property of the Seller. 
9.2. However, if, by further processing, the application of the reservation of property would be virtually rendered impossible, the Buyer shall point out such a circumstance so that the Parties may settle the issue by agreement, mostly by setting such terms of payment as to make it possible for the goods to be paid for before it is further processed. Should the Buyer fail to point out such circumstances when an agreement with reservation of property is being concluded, he would be liable for any damage incurred by the Seller on account of not being able to apply effectively the reservation of property relied upon when concluding the agreement.
9.3. The costs of storing, transport, and other costs incurred in consequence of a reversed take-over are debited to the Buyer.
10. Release of the Parties from duties under the agreement 
10.1. If, after an agreement has been signed, circumstances occur that the Parties have not anticipated and cannot have anticipated and that prevent Parties from performing duties under the agreement and if the party that, due to the above-mentioned circumstances, makes default is not in a position to remove such circumstances, this is a force majeur. Examples of force majeur may be natural disasters such as earthquakes, fires, floods or a war, civil commotions, general strike or acts of state (government). If such a state occurs, the party that suffers from it shall inform immediately the other party of the existence of such an obstacle, produce a credible proof of it and an estimate of the duration of such an obstacle. As soon as a force majeur obstacle ceases to exist, the party affected by force majeur shall resume performance under the agreement and both parties thus undertake to amend the agreement so that the original dates and deadlines are as little affected as possible. However, if a force majeur obstacle should prevent the fulfilment of an agreement by a date agreed upon by both parties (a fixed date) or if three months have elapsed from the occurrence of force majeur, the party that is not affected by such an obstacle is entitled to withdraw from the agreement and to be given back what it has performed without entitlement to damages. 
11. Place of performance, jurisdiction, choice of law 
11.1. The Seller's registered office has been agreed to be the place of performance of all the contractual duties and obligations.
11.2. The court determined in conformance with the legal order of the Czech Republic according to the Seller's registered office is the court that has local and subject-matter jurisdiction for all legal disputes between the Parties that may originate from an agreement including these General Commercial Terms and Conditions or in connection with such an agreement. 
11.3. All the relationships between the Parties under an agreement including these General Commercial Terms and Conditions as well as legal relationships connected with such an agreement, including issues of its validity or consequences of its invalidity shall be governed by the legal order of the Czech Republic.
12. Final provisions 
12.1. Before concluding a purchase agreement, the Seller is entitled to gather, process, and store personal data of the Buyer including birth registration numbers (for natural persons) necessary to execute and perform the agreement. From the time an agreement is signed until it terminates, the Seller is entitled to collect and process data on the fulfilment of the Buyer's duties and obligations given by the agreement or by related agreements and the Seller is entitled to provide such data for entities that are in the position of an entity controlled by or controlling the Seller or of an entity interconnected through property or personal links, which also applies to entities established abroad. The Buyer has been instructed on his rights following from the generally binding regulations for the protection of personal data.
12.2. If the last date of a period of performance mentioned in a purchase agreement falls on a holiday or bank holiday, the last day of the period is the the first subsequent working day.
12.3. The Seller and the Buyer have agreed on a ten-year limitation period as provided by Section 401 of the Commercial Code. 
12.4. The rights and duties resulting from a purchase agreement and from general commercial terms and conditions are transferred to a legal successor of a Party. Either Party shall inform the other Party of this within 15 working days of the event establishing such a transfer.
12.5. These general commercial terms and conditions have been worked out in the Czech language and in the English language with the Czech version being decisive for their interpretation.
12.6. Contractual relationships between the Seller and the Buyer have been established by joint will of the Parties. These General Commercial Terms and Conditions govern the relationship between the Seller and the Buyer unless the Parties agree on something else for a particular case. The relationships between the Seller and the Buyer concerning issues to which these General Commercial Terms and Conditions cannot be applied are governed by Act no. 513/1991 Coll., Commercial Code as amended.
12.7. If any part of these General Commercial Terms and Conditions becomes void, this does not affect the validity of other provisions. The void part shall be replaced by a valid amendment that carries the sense of the original arrangement. 
 

These General Commercial Terms and Conditions of EUROstand, Ltd are valid from 1.7. 2010.