valid from 01.07.2009
1. GENERAL
1.1 Unless otherwise agreed, this General Commercial Conditions shall be governed by the Act. No. 513/1991 Coll., Commercial Code and Legal Order of the Czech Republic. Any departure from the General Conditions must be agreed by both parties in writing. All possible disputes arising out of or in connection with the Contract shall be arbitrated by the appropriate Court located in the city where is the business headquarters of the Seller.
1.2 The obligation of the Seller arising from the Contract is to deliver goods in amount according to the Contract to the Buyer and to transfer the title to the Goods to the Buyer after the settlement of the whole invoiced sale price.
1.3 The Buyer and the Seller hereby acknowledge and accept that all information of the subject of the Contract are considered as strictly confidential according to the Commercial Code, § 271.
1.4 These General Delivery Conditions are an integral enclosure to the General Contract of Purchase.
2. DELIVERY
Form of sale agreed upon between the Buyer and the Seller shall be interpreted in accordance with the provisions of Incoterms 2000 including amendments. Unless otherwise agreed, the condition of delivery for the Seller's part is parity A - EXW WTB Europe's warehouse, Czech Republic.
Parity A - (EXW): The Seller's duty to deliver the Goods is fulfilled by handing over the Goods to the Customer in the Seller's expedition. Place, date and time of taking over the Goods will be communicated to the Buyer by the Seller in time according to the Contract.
So communicated date is also date of passing of risks of the Goods damage to the Buyer according to the Commercial Code, §455 and date when right to invoice arises.
The Seller will provide necessary assistance in providing necessary documents for possible export in the Buyer's domicile.
Parity B - (CPT - transport charges paid): The Seller arranges transport of the Goods to agreed point of destination at his costs. Unless otherwise agreed the point of destination is deemed to be the business place of Buyer. The Seller's duty to deliver the Goods is fulfilled by handing over the Goods to the first forwarder or to deliver it to the Buyer. Charges and costs pass on the Buyer in the Seller's plant at the moment of handing over the Goods to the first forwarder.
3.TERMS OF PAYMENT
3.1 The basis for the Contract price is the invoice, which the Buyer is required to fulfil at the date when the obligation of the Seller to deliver the Goods is performed. The Buyer is obliged to pay the invoiced amount within the period stated in the Contract. This period runs from the date of invoice or proforma invoice.
3.2 The Buyer's obligation to pay the Contract price is fulfilled when agreed amount is received in the Seller's account with the Seller's bank.
3.3 The payment must be received in the Sellers account in the amount and in the currency stated on the invoice on the day of invoice maturity at the latest without any disbursements or deductions.
3.4 If a doubt of the settlement of the invoice arises, the Buyer shall document settlement of the invoice by means of the following documents (according to form of payment used):
a)Payment made from the Buyer's account by transfer order. Accepted document is either an abstract of the Buyer's account with said payment included or copy of transfer order acknowledged by the Buyer's bank.
b)Payment made by money postal order. Accepted document is postal receipt acknowledged by the appropriate post office.
c)Cash payment. Accepted document is either a copy of the Buyer's receipt or copy of the Buyer's bank receipt.
3.5 When the payment is not delivered to the Sellers account on the day of maturity stated on the invoice and in the Contract, the Seller can charge the Buyer contractual penalty in the height of 0,05% from the outstanding amount for each day and unless otherwise agreed, all further deliveries will be stopped and the Seller has the right to withdraw from the Contract immediately without any sanctions. All the outstanding debts and obligations will remain in force until all the outstanding debts and obligations are fully settled.
4.FORCE MAJEURE
4.1For purposes of this document the following circumstances shall be considered circumstances of Force Majeure: war, riot and civil disturbance, explosion, accidents and averages, strikes or other organised actions, delinquency, restriction or stoppage of custom-houses function and disasters caused by weather influences (earthquake, floods, windstorms, rains, blizzards and fires), as well as cases when the Seller could not get permit necessary or performance, although it was properly demanded.
5.QUALITY AND QUANTITY
5.1Standard products manufactured in accordance with generally valid standards are delivered in corresponding quality.
5.2 Non-standard products manufactured in accordance to individual requirements of the Buyer (in accordance with his drawing documentation and if need be in his tooling) are manufactured in quality corresponding to valid documentation agreed between the Seller and the Buyer.
5.3 All costs connected with checking operations necessary for delivery of the goods to the Buyer (checking of quality, weight and quantity) shall be borne by the Seller.
6.WARRANTY
6.1 The Seller warrants the Goods to be free from defects in material and workmanship under normal use and proper maintenance. The warranty runs for a period of 24 months from the date of sale of the product.
6.2 The following events shall render this guarantee null and void: improper installation and/or use by the Buyer (the third party as well), improper storage of the Goods by the Buyer (the third party as well), overloading and/or improper application of the Goods.
6.3 The Producers shall be liable for damage from defect in the Goods in accordance with valid Civil Code and Commercial Code.
6.4 All other events shall be governed by Warranty and Claim Conditions.
7.COMPLAINTS
7.1 Visible defects shall be claimed without undue delay. Unless otherwise agreed complaint shall be made within 30 days from the day the Goods was overtaken by the Buyer.
7.2 Invisible defects shall be claimed against the Seller before expiration of warranty period, otherwise the right for complaint becomes void.
7.3 When the delivered amount differs from the amount stated by the delivery note, complaint shall be made at the date of taking over the Goods by the Buyer. In the event that the Customer uses his own way of transport of the Goods, the forwarder is liable for completeness of the delivery from the moment of its take-over.
7.4 Complaint shall be made in writing and shall include evidence (samples, photos, witness of independent party). Complaint of the Buyer shall also include a copy of Test Report (Certificate of Quality) if available and a copy of Delivery Note of delivery in question.
8.REPLACEMENT OF THE DEFECTIVE GOODS
8.1 In the event that a claim from irremovable defect is admitted the Seller shall replace defective products for new ones.
8.2 In the event of false claim the Buyer is entitled to all expenses arisen in connection with this claim (travelling costs, laboratory testing costs, etc.).
8.3 All other events will be governed by Warranty and Claim Conditions for.
9.PACKAGING
9.1 Unless otherwise agreed with the Customer, the Buyer will provide the Goods with standard packaging used in WTB. All packaging shall meet requirements for transport, sort and amount of the Goods and the Contract.
9.2 If in accordance to agreed requirements the Goods is transported by means returnable containers of pallets, the Seller is entitled to invoice these packages together with delivery of the Goods.
In this event the Buyer is entitled to return returnable packages at his costs to the Seller. The Seller's obligation is to take over such packages within 3 months from the date of delivery at the longest under the following conditions: full serviceability, and conditions corresponding to conditions at the time of delivery.
Under conditions above mentioned the Seller is obliged to pay to the Buyer the price invoiced together with delivery of the Goods.
9.3 The Buyer shall keep packages in good conditions, especially to return it empty and clear. All packages and transport means shall be returned to the place of despatch of the delivery.
10. CUSTOMS PROCEDURE
10.1In the event of in advance agreed export of the Goods the Seller undertakes to provide at his own costs all procedures necessary for releasing the Goods for export.
10.2The Buyer, ensuring transport of the Goods at his own costs and risk, undertakes not to disturb customs supervision and to export the Goods within term stipulated by the customs office and in condition and under the same conditions valid at the moment of customs declaration acceptance.
10.3If there are any doubts of realised export or suspicion of disturbing customs supervision raised, the Buyer shall without unreasonable delay submit customs declaration or other documents necessary to evidence the above mentioned obligations of the Buyer.
WTB Europe, s.r.o.