General business conditions
specifying business relations between ELEKTRODESIGN ventilátory spol. s r.o., company ID No. 60198214
(seller, supplier) and its customers (buyers, ordering parties)
I. Completion of the contract and its content
1. The written acknowledgement of the customer’s order by the seller is decisive for the completion of the contract.
2. All the deliveries, including the future ones, are performed exclusively on the basis of these general business terms. This excludes the use of the buyer’s (customer’s) purchase terms, unless they are explicitly accepted by the seller.
3. Supplier’s non-response to the arrival of a proposal of purchase terms to the supplier is not considered as their acceptance (even if repeated). These general business terms are considered to be accepted at the moment of the receipt of goods by the buyer at the latest.
4. Part of the purchase contract comprises trading conventions introduced between the parties, if they do not contradict the content of the purchase contract or these general business terms.
5. Changes or supplements to this contract require a written confirmation of the supplier; otherwise they are not binding for the supplier.
6. None of the seller’s offers are binding in principle, unless the seller declares them as binding.
7. Agreements concluded in person or in a written form before signing of the purchase contract by both parties and concerning the business according to a purchase contract concluded later, become invalid if they are not included in the purchase contract or if they are not in agreement with these general business terms.
8. If the buyer does not meet any of the contractual or legal obligations, the supplier can insist on their fulfilment or it can withdraw from the contract and sell the goods to another customer. In both cases, the seller has the right to compensation of losses arising from the breach of the buyer’s commitment.
9. The documents attached to the offers serve only as information for the buyer and must be returned upon the seller’s request.
II. Prices
10. Price agreement is considered as a substantial condition without which the purchase contract does not come into force (or at least without agreement on the manner of determination of the price).
11. All the prices of goods are valid when leaving the supplier’s plant (“Ab Werk”, “Ex Works”) and do not involve packing, loading on the means of transport, transport costs and insurance, unless stated otherwise. The value added tax is included in the prices in the amount according to current legal regulations.
12. Writing off receivables proceeds in a sequence that is in accordance with the implemented deliveries.
13. If a delivery is required above the ordered amount, the supplier has the right not to meet the buyer’s requirement or to deliver the goods and invoice the price valid as on the day of delivery.
14. The buyer must supply the required packing (or packing considered necessary by the buyer), or it is charged by the seller for the price covering its own expenses and adequate profit. Should fees for use be charged, packing (boxes) should be sent back in good condition within four weeks without a claim to payment, including transport costs.
15. Expenses for packing and packaging expenses are charged to the buyer. Used packing and fixation materials are returned, if it is negotiated explicitly.
16. A special agreement is necessary for deliveries abroad; without an agreement with the seller, the buyer is not authorized to export goods that are the subject of the purchase contract, either individually or in connection with other products, not even through mediation of a third party. The buyer is obliged to ensure the fulfilment of this obligation from the side of the buyer’s customers within a contract concluded with them. The buyer is obliged to reimburse losses arising to the supplier by breaching obligations according to this article to the full extent.
17. Should there be a price or wages increase after the acknowledgement of the delivery or another increase of costs, the supplier is authorized to increase the negotiated price in a corresponding manner.
III. Passing of risks
18. All the risks pass to the buyer at the moment when the delivery leaves the supplier’s plant or is placed at the buyer’s disposal.
19. Should taking over the goods be delayed for any reason, the risk of damage or the loss of the subject of the purchase contract passes to the buyer at the moment when the notice on the preparation of goods for taking over has been forwarded.
IV. Delivery
20. Partial deliveries are admissible, unless explicitly agreed otherwise.
21. Deviations of the delivered amount from the ordered amount are admissible up to a height of 0%, both in relation to the total amount and individual partial deliveries. It is possible to invoice and pay only for goods actually delivered.
22. Terms of delivery indicated in the delivery acknowledgement relate to the time of taking delivery of goods from the seller’s plant and are valid only approximately. Their breach by the supplier is not a relevant (substantial) breach of the contract.
23. The seller is obliged to acknowledge the preparedness of the delivery for taking over upon the buyer’s request. The adherence to the terms of delivery depends on the fulfilment of the buyer’s obligations.
24. The term of delivery is extended adequately if the delivery is delayed due to unpredictable events, such as shortage of energy or raw materials, strike, shut down, official measures or due to a failure of sub-deliveries. Should the obstacles last for more than one month, or if operation stops in the supplier’s or its subcontractors’ plant, or due to long term exceptional events that are beyond the supplier’s control, the supplier is authorized to withdraw from the contract.
25. Possible buyer’s requirements for changing the purchase contract, if they are accepted by the seller, extend the agreed term of delivery adequately. If the customer’s requirements for changing the quality of products are accepted, the supplier has the right to possible price modification. In such a case, the seller is relieved from the responsibility for defects that occurred due to a non-standard technological procedure in the interest of ensuring the customer’s requirements.
26. Should the supplier be delayed with the delivery for more than one month, the customer is authorized to withdraw from the contract only after the expiration of an adequate sufficient period that was determined by the customer (however, a period of at least a fortnight).
27. If the supplier cannot fulfil the contract due to circumstances on his side, the ordering party is authorized to withdraw from the contract as during the insignificant breach of the supplier’s obligations.
28. If the deadline for taking over is specified, the seller is not committed to make deliveries after its expiration; the supplier is not obliged to make a special appeal to the customer for additional fulfilment of the obligation to take over the delivery.
29. Cancellations (specifications) of individual partial fulfilments must be scheduled as uniformly as possible in terms of time and volumes. If the deadline for scheduling the deliveries is not determined, a three-month deadline should be considered as an agreed deadline (the end of the quarter following the day of the contract conclusion). If the schedule and taking over are in disagreement with the above-indicated provisions, the supplier is authorized to withdraw from the contract or to claim a compensation of losses without a detriment to other rights.
30. The ordering party is not authorized to claim a compensation of losses if the orientation term of the delivery is not fulfilled by the seller. A possible loss arising to the customer and caused by breaching of the obligations by the seller will be compensated in the form of a contractual fine in the amount of 0.1% from the purchase price for the delayed parts of the delivery. Paying the contractual fine relieves the seller from the obligation to deliver the delayed part of the delivery covered by a penalty.
31. For the buyer’s delay in fulfilling the obligation to take over the goods, the seller is authorized to charge the contractual fine in the amount of 0.1% from the price of the goods not taken over for each commenced period of ten days of the delay, without a detriment to other possible claims (primarily to the claim for the compensation of storage costs and for the compensation of losses to the full extent).
V. Guarantee and liability
32. The object of fulfilment must have the quality according to the requirement of the buyer in the valid concluded contract, otherwise according to the corresponding technical standard or, as the case may be, properties common for the corresponding kind of goods. The parties can negotiate deviations from the common quality with a limited or unlimited validity and project the deviation from the standard quality into the price agreement.
33. Discrepancies in the amount of goods or obvious quality defects can be claimed within eight days after receiving the delivery at the latest. The claim is considered to be timely if it is sent on the last day of the deadline.
34. If the defects in the quality of goods are proved to be justified within 12 months from passing of the risk (this includes a defect indicated in the warranty sheet of the guaranteed properties) the seller repairs the product or makes a substitute delivery. The buyer is authorized to require a price discount or cancellation of the contract according to his/her choice in the event of an unsuccessful repair or substitute delivery.
VI. The supplier’s right to withdraw
35. The buyer’s ability to pay is the necessary condition for the fulfilment of the obligation to deliver goods. If, after concluding the contract, the supplier receives information from which it follows that the guarantee of the business loan is not secure, the supplier is authorised to require the payment in advance or a security and/or (if a payment other than cash payment is agreed) require a cash payment or withdraw from the contract or refuse fulfilment of his/her obligation and require the compensation of losses arising from non-performance of the contract.
36. The same holds true if facts emerge that justify doubts about the customer’s solvency, such as, for example, especially serious deterioration of his/her property relations, suspension of payments, bankruptcy or settlement proceedings, going into liquidation, unfavourable changes of ownership or participation relations, etc.
37. Furthermore, the seller can use the right according to Section 35, if the ordering party sets up the right of lien with respect to stock, accounts receivable or purchased goods, or if it provides them as security to another creditor or does not pay unsettled invoices.
VII. Reservation of proprietary rights
38. Until fulfilment of all of the seller’s rights with respect to the buyer and related to the contract (payments by cheque or bill of exchange are fulfilled only after their cashing), the seller reserves the ownership with respect to the delivered goods.
39. The ordering party eventually remakes or processes goods for the supplier without any commitments following from this for the supplier, except taking over the goods and paying the agreed price.
40. If the delivered goods are mixed or connected with other objects, the buyer cedes his/her right to delivery, right of ownership or, as the case may be, co-ownership, with respect to the mixed object or a new object to the seller as on the day of concluding the contract; the seller stores the mixed or new object with due care for the buyer.
41. The ordering party may sell the goods under the reservation of proprietary rights only in proper trading contacts. The ordering party is not authorised to use of these goods other than their sale (primarily, to their pawning or using as a pledge to third parties).
42. When selling these goods under the reservation of proprietary rights to a third party, the ordering party is obliged to reserve its proprietary right with respect to them. All claims belonging to it from further sale or from another legal reason cede to the supplier in advance for their securing; the third party is obliged to inform its debtors about it. The ordering party is authorized to collect the ceded claims.
43. If the supplier’s claims are payable, the ordering party is obliged to deposit the collected claims separately and to transfer them to the supplier immediately. The ordering party must immediately inform the supplier about the intervention of a third party into goods under the proprietary right or into ceded claims. The ordering party covers possible expenses during intervention.
44. If the value of the provided securing exceeds the supplier’s claims by more than 20%, the supplier is committed to their reassignment to this extent.
45. If the terms of payment are not adhered to, if a proposal for settlement or bankruptcy proceeding is filed, during suspension of payments or the company’s liquidation, the right of the ordering party expires as for processing and selling goods under the proprietary right and collecting the above-indicated claims ceded by the supplier. In such a case, the supplier is authorized to take over goods. Should the supplier do this, this affects withdrawing from the contract only if the supplier states it clearly and explicitly.
46. Storage and transport expenses and expenses due to reassignment represent a debit balance of the ordering party. In this case, upon the supplier’s request, the ordering party is also obliged to announce the above-indicated transfer of proprietary rights and claims to third debtors and to provide information to the supplier necessary for the application of his/her rights with respect to the debtor and issue the necessary documents.
47. The supplier is authorized to place to his/her credit goods taken back because of the proprietary right and instead of the book value charges the price valid as on the day of returning or charges the price he/she might achieve during the intended use or sale; costs of the sale are at the ordering party’s expense.
VIII. Circumstances excluding liability
48. If events occur that cannot be foreseen at the time of signing the purchase contract and cause an obstacle in fulfilling the contractual obligations to the supplier, the supplier is authorized to postpone the deadline for fulfilment by the time of the duration of the obstacle and that is necessary for renewing the normal activity.
49. In all cases of circumstances excluding liability (including uncaused delay of sub-deliveries, traffic failures in the plant and other circumstances beyond control that affect the fulfilment of contractual obligations of the supplier), the supplier is authorized to withdraw from the contract without providing a compensation of losses to the ordering party.
50. The buyer may require a statement from the seller as to whether he/she will withdraw from the contract or whether he/she will fulfil it in an adequate substitute term of delivery. If the supplier does not express his/her opinion immediately, the seller is authorized to withdraw from the contract. The buyer can refuse a partial fulfilment implemented until then.
IX. Terms of payment
51. If not paid in advance, in cash or with a security, the supplier is obliged to issue an invoice without unnecessary delay after fulfilling the delivery or, as the case may be, after sending a notice to the delayed ordering party on storing goods at the supplier.
52. The invoice involves at least the following items:
a) Invoice designation and its number.
b) Company name and registered office authorized and obligatory, business name and address.
c) Number of the order (purchase contract), according to which it was fulfilled and number of the delivery sheet
d) Object of the delivery and the day of its fulfilment
e) Complete designation of the financial institution and bank account to which payments should be sent.
f) Price per sample quantity unit and other price particulars.
g) The day of the invoice dispatch and its maturity date.
h) Total invoiced amount
i) Tax clause
j) Date of taxable fulfilment
53. The ordering party is not authorized to return the invoice due to defects in its content or form, but is obliged to inform the supplier about it immediately after finding the defect; the supplier carries out the necessary correction in the invoice immediately. Unless agreed otherwise, the maturity date is extended by the time that passed from delivering the notice on removing the defect in the invoice to the supplier until delivering the repair invoice to the ordering party.
54. Invoices should be settled without delay within 14 days after the date of invoicing. A discount in the amount of 0% is allowed during payment in advance; a discount in the amount of 0% from the price of paid goods is allowed during payment in cash against handing over the goods. Entitlement to a discount does not arise if older matured claims are not settled. The discount does not apply to a payment by bill of exchange. In the case of an advance payment, the ordering party is not eligible with respect to the supplier to interest on overdue payment from the amount paid in advance.
55. Payments made before fulfilling the delivery are not advance payments whose abandonment would provide entitlement to withdraw from the contract, but are advance payments on the account of the overall purchase price.
56. The buyer is not authorized to hold back payments. Credit is admissible only with a legitimate or undisputable claim. Independently of the maturity date of claims, the supplier is authorized to credit his claim with respect to such claims of the ordering party, which the ordering party has against companies with which the supplier is connected directly or indirectly financially or in terms of business.
57. The supplier is not obliged to pay a part of the purchase price concerning goods that are the subject of a claim of the ordering party. This part of the purchase price will be settled after finishing the complaint procedure, depending on its result. The ordering party will not be delayed in paying the price in the event that his claim is unsuccessful.
58. During a significant deterioration of the ordering party’s property relations and during a delay of the ordering party in paying any supplier’s claim, the supplier is authorized to declare all his current claims to be of maturity date and require their payment. The supplier can withhold in such cases also hitherto unfulfilled deliveries from all purchase contracts without breaching the contract or the right to withdraw from it.
59. Under the conditions indicated in Section 58, the seller also has the right to cancel the current contracts after a previous notice and after providing an adequate deadline for payments. This does not hold true if the ordering party provides sufficient securing. If the seller withdraws from the contract because his claims with maturity dates have not been paid by the seller, the seller is obliged to compensate him/her for all the losses and expenses arising in this connection.
60. For payments that were not settled in time, the supplier can require full compensation of losses that arose due to the delay without affecting his other rights, however, at least in the amount of common interests and provisions required by banks, primarily by the corresponding bank of the supplier. Moreover, the supplier is authorized to charge interest on the overdue payment for the period from the mature date of the sum owed until its settlement, namely in the amount exceeding by 10% the discount rate of Komerèní banka a.s. (Commercial Bank) in Prague, valid as on the day when the claim was paid.
61. The payment is considered to be executed at the moment when it is credited to the bank account of the seller or when the acceptance of cash or a bill of exchange or another payment document has been acknowledged.
62. The ordering party is obliged to fulfil its financial commitments with respect to the seller either directly or according to the seller’s written instructions via the bank specified by the seller or, as the case may be, to a person with full powers of the seller for a certain case.
63. If the afore-mentioned explicit agreement does not exist, the supplier reserves the right to decide whether it will accept bills of exchange, cheques or other vouchers in individual cases. The expenses for discounting and collection are the debits of the ordering party, unless stated otherwise in the acknowledgement of the order. All the means of payment of this kind are accepted only in the interest of the reliable fulfilment of the buyer’s financial commitment.
X. Final provisions
64. The seller’s operation unit at Boleslavova 15, Prague 4, is the site of fulfilment of all obligations following from the contract.
65. For all the disputes arising from the contract, it is necessary to file a suit at the court of jurisdiction according to the registered office of the seller. The seller is also authorized to file a suit at the court of jurisdiction according to the registered office of the buyer.
66. The legal inefficiency of individual parts of the purchase contract does not relieve the ordering party from the obligations and rights from the entire contract. Possible invalidity of a certain provision of these general business conditions does not influence the validity of other provisions.
67. The rights of the buyer following from the contract are not transferable without the previous agreement of the seller.
68. Provisions of the commercial code that are not changed by these general commercial conditions remain unchanged.
(seller, supplier) and its customers (buyers, ordering parties)
I. Completion of the contract and its content
1. The written acknowledgement of the customer’s order by the seller is decisive for the completion of the contract.
2. All the deliveries, including the future ones, are performed exclusively on the basis of these general business terms. This excludes the use of the buyer’s (customer’s) purchase terms, unless they are explicitly accepted by the seller.
3. Supplier’s non-response to the arrival of a proposal of purchase terms to the supplier is not considered as their acceptance (even if repeated). These general business terms are considered to be accepted at the moment of the receipt of goods by the buyer at the latest.
4. Part of the purchase contract comprises trading conventions introduced between the parties, if they do not contradict the content of the purchase contract or these general business terms.
5. Changes or supplements to this contract require a written confirmation of the supplier; otherwise they are not binding for the supplier.
6. None of the seller’s offers are binding in principle, unless the seller declares them as binding.
7. Agreements concluded in person or in a written form before signing of the purchase contract by both parties and concerning the business according to a purchase contract concluded later, become invalid if they are not included in the purchase contract or if they are not in agreement with these general business terms.
8. If the buyer does not meet any of the contractual or legal obligations, the supplier can insist on their fulfilment or it can withdraw from the contract and sell the goods to another customer. In both cases, the seller has the right to compensation of losses arising from the breach of the buyer’s commitment.
9. The documents attached to the offers serve only as information for the buyer and must be returned upon the seller’s request.
II. Prices
10. Price agreement is considered as a substantial condition without which the purchase contract does not come into force (or at least without agreement on the manner of determination of the price).
11. All the prices of goods are valid when leaving the supplier’s plant (“Ab Werk”, “Ex Works”) and do not involve packing, loading on the means of transport, transport costs and insurance, unless stated otherwise. The value added tax is included in the prices in the amount according to current legal regulations.
12. Writing off receivables proceeds in a sequence that is in accordance with the implemented deliveries.
13. If a delivery is required above the ordered amount, the supplier has the right not to meet the buyer’s requirement or to deliver the goods and invoice the price valid as on the day of delivery.
14. The buyer must supply the required packing (or packing considered necessary by the buyer), or it is charged by the seller for the price covering its own expenses and adequate profit. Should fees for use be charged, packing (boxes) should be sent back in good condition within four weeks without a claim to payment, including transport costs.
15. Expenses for packing and packaging expenses are charged to the buyer. Used packing and fixation materials are returned, if it is negotiated explicitly.
16. A special agreement is necessary for deliveries abroad; without an agreement with the seller, the buyer is not authorized to export goods that are the subject of the purchase contract, either individually or in connection with other products, not even through mediation of a third party. The buyer is obliged to ensure the fulfilment of this obligation from the side of the buyer’s customers within a contract concluded with them. The buyer is obliged to reimburse losses arising to the supplier by breaching obligations according to this article to the full extent.
17. Should there be a price or wages increase after the acknowledgement of the delivery or another increase of costs, the supplier is authorized to increase the negotiated price in a corresponding manner.
III. Passing of risks
18. All the risks pass to the buyer at the moment when the delivery leaves the supplier’s plant or is placed at the buyer’s disposal.
19. Should taking over the goods be delayed for any reason, the risk of damage or the loss of the subject of the purchase contract passes to the buyer at the moment when the notice on the preparation of goods for taking over has been forwarded.
IV. Delivery
20. Partial deliveries are admissible, unless explicitly agreed otherwise.
21. Deviations of the delivered amount from the ordered amount are admissible up to a height of 0%, both in relation to the total amount and individual partial deliveries. It is possible to invoice and pay only for goods actually delivered.
22. Terms of delivery indicated in the delivery acknowledgement relate to the time of taking delivery of goods from the seller’s plant and are valid only approximately. Their breach by the supplier is not a relevant (substantial) breach of the contract.
23. The seller is obliged to acknowledge the preparedness of the delivery for taking over upon the buyer’s request. The adherence to the terms of delivery depends on the fulfilment of the buyer’s obligations.
24. The term of delivery is extended adequately if the delivery is delayed due to unpredictable events, such as shortage of energy or raw materials, strike, shut down, official measures or due to a failure of sub-deliveries. Should the obstacles last for more than one month, or if operation stops in the supplier’s or its subcontractors’ plant, or due to long term exceptional events that are beyond the supplier’s control, the supplier is authorized to withdraw from the contract.
25. Possible buyer’s requirements for changing the purchase contract, if they are accepted by the seller, extend the agreed term of delivery adequately. If the customer’s requirements for changing the quality of products are accepted, the supplier has the right to possible price modification. In such a case, the seller is relieved from the responsibility for defects that occurred due to a non-standard technological procedure in the interest of ensuring the customer’s requirements.
26. Should the supplier be delayed with the delivery for more than one month, the customer is authorized to withdraw from the contract only after the expiration of an adequate sufficient period that was determined by the customer (however, a period of at least a fortnight).
27. If the supplier cannot fulfil the contract due to circumstances on his side, the ordering party is authorized to withdraw from the contract as during the insignificant breach of the supplier’s obligations.
28. If the deadline for taking over is specified, the seller is not committed to make deliveries after its expiration; the supplier is not obliged to make a special appeal to the customer for additional fulfilment of the obligation to take over the delivery.
29. Cancellations (specifications) of individual partial fulfilments must be scheduled as uniformly as possible in terms of time and volumes. If the deadline for scheduling the deliveries is not determined, a three-month deadline should be considered as an agreed deadline (the end of the quarter following the day of the contract conclusion). If the schedule and taking over are in disagreement with the above-indicated provisions, the supplier is authorized to withdraw from the contract or to claim a compensation of losses without a detriment to other rights.
30. The ordering party is not authorized to claim a compensation of losses if the orientation term of the delivery is not fulfilled by the seller. A possible loss arising to the customer and caused by breaching of the obligations by the seller will be compensated in the form of a contractual fine in the amount of 0.1% from the purchase price for the delayed parts of the delivery. Paying the contractual fine relieves the seller from the obligation to deliver the delayed part of the delivery covered by a penalty.
31. For the buyer’s delay in fulfilling the obligation to take over the goods, the seller is authorized to charge the contractual fine in the amount of 0.1% from the price of the goods not taken over for each commenced period of ten days of the delay, without a detriment to other possible claims (primarily to the claim for the compensation of storage costs and for the compensation of losses to the full extent).
V. Guarantee and liability
32. The object of fulfilment must have the quality according to the requirement of the buyer in the valid concluded contract, otherwise according to the corresponding technical standard or, as the case may be, properties common for the corresponding kind of goods. The parties can negotiate deviations from the common quality with a limited or unlimited validity and project the deviation from the standard quality into the price agreement.
33. Discrepancies in the amount of goods or obvious quality defects can be claimed within eight days after receiving the delivery at the latest. The claim is considered to be timely if it is sent on the last day of the deadline.
34. If the defects in the quality of goods are proved to be justified within 12 months from passing of the risk (this includes a defect indicated in the warranty sheet of the guaranteed properties) the seller repairs the product or makes a substitute delivery. The buyer is authorized to require a price discount or cancellation of the contract according to his/her choice in the event of an unsuccessful repair or substitute delivery.
VI. The supplier’s right to withdraw
35. The buyer’s ability to pay is the necessary condition for the fulfilment of the obligation to deliver goods. If, after concluding the contract, the supplier receives information from which it follows that the guarantee of the business loan is not secure, the supplier is authorised to require the payment in advance or a security and/or (if a payment other than cash payment is agreed) require a cash payment or withdraw from the contract or refuse fulfilment of his/her obligation and require the compensation of losses arising from non-performance of the contract.
36. The same holds true if facts emerge that justify doubts about the customer’s solvency, such as, for example, especially serious deterioration of his/her property relations, suspension of payments, bankruptcy or settlement proceedings, going into liquidation, unfavourable changes of ownership or participation relations, etc.
37. Furthermore, the seller can use the right according to Section 35, if the ordering party sets up the right of lien with respect to stock, accounts receivable or purchased goods, or if it provides them as security to another creditor or does not pay unsettled invoices.
VII. Reservation of proprietary rights
38. Until fulfilment of all of the seller’s rights with respect to the buyer and related to the contract (payments by cheque or bill of exchange are fulfilled only after their cashing), the seller reserves the ownership with respect to the delivered goods.
39. The ordering party eventually remakes or processes goods for the supplier without any commitments following from this for the supplier, except taking over the goods and paying the agreed price.
40. If the delivered goods are mixed or connected with other objects, the buyer cedes his/her right to delivery, right of ownership or, as the case may be, co-ownership, with respect to the mixed object or a new object to the seller as on the day of concluding the contract; the seller stores the mixed or new object with due care for the buyer.
41. The ordering party may sell the goods under the reservation of proprietary rights only in proper trading contacts. The ordering party is not authorised to use of these goods other than their sale (primarily, to their pawning or using as a pledge to third parties).
42. When selling these goods under the reservation of proprietary rights to a third party, the ordering party is obliged to reserve its proprietary right with respect to them. All claims belonging to it from further sale or from another legal reason cede to the supplier in advance for their securing; the third party is obliged to inform its debtors about it. The ordering party is authorized to collect the ceded claims.
43. If the supplier’s claims are payable, the ordering party is obliged to deposit the collected claims separately and to transfer them to the supplier immediately. The ordering party must immediately inform the supplier about the intervention of a third party into goods under the proprietary right or into ceded claims. The ordering party covers possible expenses during intervention.
44. If the value of the provided securing exceeds the supplier’s claims by more than 20%, the supplier is committed to their reassignment to this extent.
45. If the terms of payment are not adhered to, if a proposal for settlement or bankruptcy proceeding is filed, during suspension of payments or the company’s liquidation, the right of the ordering party expires as for processing and selling goods under the proprietary right and collecting the above-indicated claims ceded by the supplier. In such a case, the supplier is authorized to take over goods. Should the supplier do this, this affects withdrawing from the contract only if the supplier states it clearly and explicitly.
46. Storage and transport expenses and expenses due to reassignment represent a debit balance of the ordering party. In this case, upon the supplier’s request, the ordering party is also obliged to announce the above-indicated transfer of proprietary rights and claims to third debtors and to provide information to the supplier necessary for the application of his/her rights with respect to the debtor and issue the necessary documents.
47. The supplier is authorized to place to his/her credit goods taken back because of the proprietary right and instead of the book value charges the price valid as on the day of returning or charges the price he/she might achieve during the intended use or sale; costs of the sale are at the ordering party’s expense.
VIII. Circumstances excluding liability
48. If events occur that cannot be foreseen at the time of signing the purchase contract and cause an obstacle in fulfilling the contractual obligations to the supplier, the supplier is authorized to postpone the deadline for fulfilment by the time of the duration of the obstacle and that is necessary for renewing the normal activity.
49. In all cases of circumstances excluding liability (including uncaused delay of sub-deliveries, traffic failures in the plant and other circumstances beyond control that affect the fulfilment of contractual obligations of the supplier), the supplier is authorized to withdraw from the contract without providing a compensation of losses to the ordering party.
50. The buyer may require a statement from the seller as to whether he/she will withdraw from the contract or whether he/she will fulfil it in an adequate substitute term of delivery. If the supplier does not express his/her opinion immediately, the seller is authorized to withdraw from the contract. The buyer can refuse a partial fulfilment implemented until then.
IX. Terms of payment
51. If not paid in advance, in cash or with a security, the supplier is obliged to issue an invoice without unnecessary delay after fulfilling the delivery or, as the case may be, after sending a notice to the delayed ordering party on storing goods at the supplier.
52. The invoice involves at least the following items:
a) Invoice designation and its number.
b) Company name and registered office authorized and obligatory, business name and address.
c) Number of the order (purchase contract), according to which it was fulfilled and number of the delivery sheet
d) Object of the delivery and the day of its fulfilment
e) Complete designation of the financial institution and bank account to which payments should be sent.
f) Price per sample quantity unit and other price particulars.
g) The day of the invoice dispatch and its maturity date.
h) Total invoiced amount
i) Tax clause
j) Date of taxable fulfilment
53. The ordering party is not authorized to return the invoice due to defects in its content or form, but is obliged to inform the supplier about it immediately after finding the defect; the supplier carries out the necessary correction in the invoice immediately. Unless agreed otherwise, the maturity date is extended by the time that passed from delivering the notice on removing the defect in the invoice to the supplier until delivering the repair invoice to the ordering party.
54. Invoices should be settled without delay within 14 days after the date of invoicing. A discount in the amount of 0% is allowed during payment in advance; a discount in the amount of 0% from the price of paid goods is allowed during payment in cash against handing over the goods. Entitlement to a discount does not arise if older matured claims are not settled. The discount does not apply to a payment by bill of exchange. In the case of an advance payment, the ordering party is not eligible with respect to the supplier to interest on overdue payment from the amount paid in advance.
55. Payments made before fulfilling the delivery are not advance payments whose abandonment would provide entitlement to withdraw from the contract, but are advance payments on the account of the overall purchase price.
56. The buyer is not authorized to hold back payments. Credit is admissible only with a legitimate or undisputable claim. Independently of the maturity date of claims, the supplier is authorized to credit his claim with respect to such claims of the ordering party, which the ordering party has against companies with which the supplier is connected directly or indirectly financially or in terms of business.
57. The supplier is not obliged to pay a part of the purchase price concerning goods that are the subject of a claim of the ordering party. This part of the purchase price will be settled after finishing the complaint procedure, depending on its result. The ordering party will not be delayed in paying the price in the event that his claim is unsuccessful.
58. During a significant deterioration of the ordering party’s property relations and during a delay of the ordering party in paying any supplier’s claim, the supplier is authorized to declare all his current claims to be of maturity date and require their payment. The supplier can withhold in such cases also hitherto unfulfilled deliveries from all purchase contracts without breaching the contract or the right to withdraw from it.
59. Under the conditions indicated in Section 58, the seller also has the right to cancel the current contracts after a previous notice and after providing an adequate deadline for payments. This does not hold true if the ordering party provides sufficient securing. If the seller withdraws from the contract because his claims with maturity dates have not been paid by the seller, the seller is obliged to compensate him/her for all the losses and expenses arising in this connection.
60. For payments that were not settled in time, the supplier can require full compensation of losses that arose due to the delay without affecting his other rights, however, at least in the amount of common interests and provisions required by banks, primarily by the corresponding bank of the supplier. Moreover, the supplier is authorized to charge interest on the overdue payment for the period from the mature date of the sum owed until its settlement, namely in the amount exceeding by 10% the discount rate of Komerèní banka a.s. (Commercial Bank) in Prague, valid as on the day when the claim was paid.
61. The payment is considered to be executed at the moment when it is credited to the bank account of the seller or when the acceptance of cash or a bill of exchange or another payment document has been acknowledged.
62. The ordering party is obliged to fulfil its financial commitments with respect to the seller either directly or according to the seller’s written instructions via the bank specified by the seller or, as the case may be, to a person with full powers of the seller for a certain case.
63. If the afore-mentioned explicit agreement does not exist, the supplier reserves the right to decide whether it will accept bills of exchange, cheques or other vouchers in individual cases. The expenses for discounting and collection are the debits of the ordering party, unless stated otherwise in the acknowledgement of the order. All the means of payment of this kind are accepted only in the interest of the reliable fulfilment of the buyer’s financial commitment.
X. Final provisions
64. The seller’s operation unit at Boleslavova 15, Prague 4, is the site of fulfilment of all obligations following from the contract.
65. For all the disputes arising from the contract, it is necessary to file a suit at the court of jurisdiction according to the registered office of the seller. The seller is also authorized to file a suit at the court of jurisdiction according to the registered office of the buyer.
66. The legal inefficiency of individual parts of the purchase contract does not relieve the ordering party from the obligations and rights from the entire contract. Possible invalidity of a certain provision of these general business conditions does not influence the validity of other provisions.
67. The rights of the buyer following from the contract are not transferable without the previous agreement of the seller.
68. Provisions of the commercial code that are not changed by these general commercial conditions remain unchanged.
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