General terms and condittions
Basic terms of delivery
- These basic terms and conditions of supply (hereinafter referred to as the " Terms and Conditions ") regulate the conditions under which the company Chotěbořské strojírny, a.s. concludes purchase contracts for the supply of its products and their accessories, as well as the content of these purchase contracts and the rights and obligations of the buyer and seller from these contracts. They also govern, but not exclusively, claims for breach of obligations from these contracts. These Terms and Conditions are an integral part of every purchase contract that the said company concludes regarding the supply of its products and their accessories. Other than these Terms and Conditions may only be used if expressly agreed in writing. The contracting parties may deviate from these Terms and Conditions only on the basis of mutual written agreement.
- The seller is the company Chotěbořské strojírny, a.s., with its registered office at Herrmannova 520, 583 01 Chotěboř, Company ID: 45534519, VAT number: CZ45534519, which is registered in the commercial register maintained by the Regional Court in Hradec Králové, section B, insert 606. The buyer means a physical or a legal entity that concludes a purchase contract with the seller, the subject of which is the handover of the products and their accessories to the buyer and the transfer of ownership to the buyer against the buyer's obligation to take over the products and pay the purchase price for them to the seller.
- Price data and other statements and promises are binding for the seller only if it is expressly agreed in writing.
- A purchase contract can be concluded on the basis of an order submitted by the buyer to the seller and which must meet the following basic requirements:
- the exact name of the buyer's company (name and surname of a physical person or name of a legal entity), ID number, VAT number, address of the buyer (residence and place of business of a physical person or registered office of a legal entity), bank details of the buyer;
- contact person, telephone, address of the place of delivery of the goods;
- designation of the ordered product (description, number);
- product quantity ordered;
- method of payment;
- way of transportation;
- the desired delivery date of the goods.
- The order delivered to the seller is binding for the buyer. If the buyer's order includes data other than those listed above, or data that would be in conflict with these Terms and Conditions or the written agreement between the seller and the buyer, in particular, different requirements for the price of the ordered products than that resulting from the written agreement between the seller and the buyer, such data shall be deemed unwritten for the purposes of the purchase contract, unless the seller expressly approves them in writing.
- The moment when the seller confirms the order to the buyer, the purchase contract is concluded between the seller and the buyer. If the seller does not explicitly confirm the order, the purchase contract between the seller and the buyer is considered concluded if the seller delivers the ordered goods to the buyer in accordance with the order. These Terms and Conditions become an integral part of every purchase contract. Deviations from the Terms and Conditions are possible only if agreed in writing.
- The subject of the concluded purchase agreement is the obligation of the seller to hand over the goods specified in the order to the buyer, to transfer to the buyer the ownership right to these goods and the obligation of the buyer of the goods to take over and pay the seller the purchase price of the goods properly and on time in the amount and in the manner determined in accordance with these Terms and Conditions, or agreed in writing by the seller and the buyer.
- If special technical conditions are not expressly agreed in the purchase contract, the goods are delivered in their usual form. By submitting his order, the buyer confirms that he is familiar with the technical parameters of the ordered goods (drawings, standards, special technical arrangements).
- After the purchase contract has been concluded between the seller and the buyer, the buyer cannot change or cancel the purchase contract unilaterally without the express written consent of the seller. If the buyer requests cancellation of the concluded contract and the seller agrees to this cancellation in writing, the buyer is obliged to pay the seller a termination fee in the amount of 75% of the purchase price of the goods that were the subject of the thus canceled purchase contract, unless the contracting parties expressly agree otherwise.
- Partial deliveries of goods at the time of performance according to the purchase contract are permissible after an express agreement between the seller and the buyer.
Purchase price of products and packaging
- Products are delivered at purchase prices that are agreed in writing between the seller and the buyer.
- The purchase price of the products is understood to be exclusive of value added tax (VAT). VAT will be added to the price at the legal rate. In case of delivery conditions other than EXW, or FCA Chotěbořské strojírny, a.s., Herrmannova 520, 583 01 Chotěboř (according to INCOTERMS® 2020), the purchase price includes the costs of transporting the goods to the agreed place of delivery and possibly customs clearance of delivered goods.
- The seller and the buyer can agree in writing that, under the conditions of proper and timely payment of the invoiced purchase price of the goods, the buyer will be granted a discount for timely payment of properly and timely paid invoices (hereinafter referred to as the " Discount "), which, if agreed, is set as a percentage from the invoiced amount excluding VAT. The Discount is deducted from the invoiced price without packaging and VAT.
- In addition to the purchase price of the products, the buyer is also obliged to pay the seller the price of the packaging, especially pallets, plastic boxes, cardboard boxes and other transport packing material, delivered together with the ordered products, unless otherwise expressly agreed between the seller and the buyer. These packaging will be charged in amounts according to the written agreement between the seller and the buyer. The packaging prices are understood to be exclusive of VAT.
- The buyer is obliged to pay the price of the packaging together with the purchase price for the goods in the same term that applies to the purchase price of the goods.
- On the condition that the buyer is not in arrears with the fulfillment of his obligations to the seller, the seller will buy back from the buyer the returnable packaging expressly agreed in advance in which he delivered his goods to the buyer. Unless otherwise expressly agreed, the returnable packaging must be delivered to the seller for redemption at his plant at the address of his registered office, and the time between the delivery of the returnable packaging (with the goods) to the buyer and their redemption must not exceed 12 months. Returnable packaging must be undamaged. Under the stated conditions, the seller will buy back the returnable packaging at the prices agreed between the seller and the buyer at the time of the initial sale of these packaging to the buyer. The maturity of the redemption price will be the same as the original maturity of the purchase price of the redeemed returnable packaging when they were sold to the buyer. Redemption prices of returnable packaging are understood to be exclusive of VAT.
- After a period of 12 months from their sale, returnable packaging can only be redeemed on the basis of a special agreement between the contracting parties.
- The buyer is always obliged to return the packaging after customs clearance. If the returnable packaging is not cleared by customs, the seller will not buy it back.
- The seller reserves the right to change the prices of products and packaging in agreement with the buyer.
- Payments of the purchase price of goods and packaging in favor of the seller can be made:
- in advance based on the seller's advance invoice;
- by bank transfer to the seller's account;
- by cash payment (only after prior agreement).
- The seller issues an advance invoice in the amount of 100% of the total purchase price of the goods, including the price of the packaging, to the buyer who is entering into a purchase agreement with the seller for the first time, or who has any outstanding payable obligation to the seller from previous purchase agreements, or for another reason. The buyer is obliged to pay the amount by the required date. In such a case, the delivery of the goods is subject to payment of the entire purchase price, including the price of the packaging, to the seller. The seller can determine that the procedure according to this provision will also be used for a buyer who has already concluded a purchase contract with the seller in the past, however there are other reasons that lead the seller to request a prepayment, especially if the insurance company insuring the seller against the risk of insolvency of its customers refuses to insure the risk insolvency of this buyer.
- If the purchase price is not paid in advance in accordance with the previous point of these Terms and Conditions, or if no other payment period is expressly agreed in writing, the buyer is obliged to pay the entire purchase price of the goods, including the price of the packaging, within the payment period of fourteen (14) days from the date of issue of the invoice, which the seller will invoice this price. Unless expressly agreed otherwise in writing, the Seller will invoice the purchase price upon delivery of the goods.
- The seller can set the buyer the maximum allowable balance of unpaid due and unpaid claims of the seller towards the buyer (hereinafter referred to as the " Maximum balance "), upon reaching which the seller is entitled to suspend further deliveries of goods to the buyer, including deliveries from already concluded purchase contracts, or to demand prepayment according to point 3.2. of these Terms and Conditions.
- The buyer's obligation to pay the purchase price, or further payments according to the purchase contract and these Terms and Conditions are fulfilled by crediting the entire amount to the seller's bank account, or by handing over cash in full to the seller at his registered office.
- Payment deadlines are considered to have been met if the monetary obligation is credited to the seller's bank account by the specified deadline, or paid in cash to the seller at his headquarters within the same deadline. At the seller's option, the received payments can be settled against other outstanding claims against the buyer.
- It is not possible to unilaterally offset the buyer's claims against the seller's claims.
- The seller is entitled to refuse the delivery of goods to a buyer who is in arrears with the fulfillment of any obligation towards the seller, and if the buyer has entered into liquidation, his bankruptcy has been established, or his property has been declared bankrupt, or reorganization has been permitted in accordance with the Insolvency Act (or declared bankruptcy, or a settlement is allowed under the Bankruptcy and Settlement Act), an insolvency petition has been filed against him under the Insolvency Act (respectively, a proposal to declare bankruptcy for his assets, or to authorize a settlement pursuant to the Bankruptcy and Settlement Act) and further if there is a reasonable fear that the fulfillment of obligations (even those not yet due) by the buyer is seriously threatened.
- If the delay in fulfilling any obligation of the buyer towards the seller lasts longer than 7 days, the seller is entitled to withdraw from all purchase contracts. The seller is also entitled to withdraw from all purchase contracts if the buyer entered into liquidation, or if an insolvency petition was filed against him under the Insolvency Act (respectively, a proposal to declare bankruptcy for his property, or to authorize settlement pursuant to the Bankruptcy and Settlement Act), if his bankruptcy was discovered, or his assets were declared bankrupt, or reorganization was permitted according to the Insolvency Act (respectively declared bankruptcy, or a settlement was allowed according to the Bankruptcy and Settlement Act), or if an insolvency petition filed against the buyer was rejected (respectively, a proposal on the declaration of bankruptcy for the buyer's property) for lack of property. Withdrawal from the contract does not affect the seller's right to compensation for damages, including the lost profit that he lost as a result of the termination of the contracts and the right to a contractual penalty.
- If the buyer finds himself in arrears with the payment of any payment obligation according to the purchase contract and these Terms and Conditions, he is obliged to pay the seller interest for the delay in the amount of 0.05% per day of the owed amount for each day of the delay. This does not affect the seller's right to compensation.
Delivery of goods, transfer of ownership
- The goods are delivered by fulfilling the agreed condition according to INCOTERMS® 2020. If the buyer carries out his own transportation, the goods are delivered by handing them over to the buyer (or his carrier) at the seller's headquarters. In this case, the buyer is obliged to inform the seller in writing of the specific physical person to whom the goods will be issued and the registration number (number plate) of the vehicle on which the goods will be loaded, otherwise he bears the risk of the goods being issued to an unauthorized person. The seller is not obliged to release the goods without this notification. If the seller sends the goods to a certain place that is not the buyer's place of business, the buyer is obliged to inform the person to whom the goods are to be delivered by the carrier in the same way and to ensure his presence at the specified place. If he does not fulfill these obligations, or if he does not ensure the receipt of the goods from the carrier when they are sent to the buyer's premises, he bears the full risk of possible loss or damage to the goods and is also obliged to reimburse the seller in full for the costs of possible repeated transport of the goods. However, the provisions of the first sentence of this point are not affected by this agreement.
- If the buyer carries out his own removal of the goods, he is always obliged to agree with the seller the exact time of loading one day in advance. If the buyer does not fulfill this obligation and delivers the vehicle without prior agreement with the seller, he will pay the seller a logistics surcharge of CZK 500.
- In the event that the buyer, contrary to the concluded purchase contract, does not collect the ordered goods from the seller on time and his delay in fulfilling this obligation exceeds 7 days, he is obliged to pay the seller a storage fee of CZK 200 for each started week of the buyer's delay, during which these goods stored in the seller's factory and every 1 sqm of space that these goods occupy during this storage.
- Ownership of the delivered goods and packaging is transferred to the buyer only at the moment of full payment of their purchase price.
Liability for product defects
- The seller is responsible to the buyer for the agreed quality of the goods and for the fact that the goods will maintain this quality for the specified warranty period. The warranty period for the goods is 24 months from their delivery, unless otherwise expressly agreed between the seller and the buyer. The warranty does not cover damage caused by improper use, improper handling, or improper storage.
- The buyer is obliged to inspect the goods together with the packaging upon delivery with due professional care and determine whether there are any defects and whether the delivery is complete.
- The buyer is obliged to report all defects to the seller without undue delay after discovering them, or after he should have discovered them during the inspection, which he is obliged to carry out according to the previous point of these Terms and Conditions, when using professional care. Defects must be claimed in writing with the following details:
- specification of the claimed defect;
- claimed quantity;
- invoice or delivery note number;
- packaging unit identification;
- date of dispatch, or delivery;
- connection to the contact person authorized to discuss the complaint.
- Unless otherwise agreed between the seller and the buyer, the seller is obliged to comment on the claim within 30 days from the date of receipt of its written notification. In the event that the Seller deems it necessary to inspect the claimed goods in order to assess the claim, the Buyer is obliged to allow the Seller to inspect the goods, but no later than 30 days from the date of receipt of the Seller's request. In such a case, the seller is obliged to comment on the claim within 30 days from the day of inspection of the claimed goods. If the buyer does not comply with the above-mentioned deadlines, it is considered that the claim does not persist and it is hereby terminated. The costs of returning or disposing of defective goods are borne by the seller only if the claim is justified.
- The risk of damage, loss or destruction of goods and packaging passes to the buyer at the moment of their delivery (see paragraph 4.1. of these Terms and Conditions).
- Without a special agreement with the buyer, the delivery of goods is not insured against theft, transport and fire damage. If the buyer requires the conclusion of an insurance policy, then this insurance policy will be concluded at the expense of the buyer.
- Together with the ownership right to the goods and the packaging, the obligations of taking back and using waste from them are transferred to the buyer, as stipulated in § 10 and 12 of Act No. 477/2001 Coll. about packaging.
- These Terms and Conditions, purchase contracts and all legal relationships arising from them are governed by the legal order of the Czech Republic, in particular the Act No. 89/2012 Coll., Civil Code, as amended.
- The buyer assumes the risk of a change in circumstances within the meaning of the provisions of § 1765/2 of Act No. 89/2012 Coll., Civil Code, as amended.
By concluding the purchase agreement, which includes these Terms and Conditions, the contracting
parties expressly declare that:
- the conclusion and performance of the purchase agreement fall within the framework of their statutory powers, do not conflict with their founding documents and were duly approved in accordance with the internal rules of the entity (company) in question;
- the obligations stipulated in the purchase contract and these Terms and Conditions are valid and binding obligations, enforceable in accordance with the contract and the Terms and Conditions (with the exception of the restrictions set by the Insolvency Act, or other legal regulations that limit the rights of creditors in general);
- the business defined in the purchase contract and these Terms and Conditions and the steps to be taken in accordance with the purchase contract and these Terms and Conditions do not conflict with any law or other relevant legal regulation, nor with any relevant order of a court or other public authority;
- the business defined in the purchase contract and these Terms and Conditions and the steps to be taken in accordance with the purchase contract and these Terms and Conditions do not conflict with any contractual arrangement by which the respective contracting party would be bound;
- they are not bankrupt, their assets have not been declared bankrupt or reorganization permitted under the Insolvency Act (respectively, their property has not been declared bankrupt, nor has settlement been allowed under the Bankruptcy and Settlement Act), or have had an insolvency petition rejected (respectively a proposal for a declaration of bankruptcy) due to a lack of assets and at the same time an insolvency petition was not filed against them (or a petition to declare bankruptcy in court);
- they are not parties to any court proceedings or proceedings before arbitrators, the subject of which would touch or could touch the subject of the purchase contract.
- The buyer is obliged to fully indemnify the seller for any damages, losses, expenses, debts or any other liabilities (including reasonable legal expenses) incurred by the seller because any statement or warranty of the buyer in the purchase contract and these Terms and Conditions or other agreements entered into between the seller and by the buyer is false or misleading or due to the buyer's breach of any obligation under the purchase contract, these Terms and Conditions or any other agreement. The right to pay the agreed contractual penalty is not affected.
- In cases where any obligation under the Purchase Agreement and these Terms and Conditions to be performed by one party can reasonably be performed only with the cooperation of the other party, the other party shall, at the request of the first party, provide such party with any such reasonable cooperation.
- If any article of these Terms and Conditions or the Purchase Agreement becomes invalid, ineffective or unenforceable or in conflict with applicable legal regulations, it shall be fully severable from the other articles of the given document, and therefore the other articles of these Terms and Conditions or the Purchase Agreement shall remain in full force and effect and effectiveness. The contracting parties undertake to replace such invalid, ineffective or unenforceable provision by agreement with a valid, effective and enforceable provision with the same or at least a similar commercial and legal meaning.
- The purchase contract as well as other agreements concluded between the seller and the buyer in connection with the supply of goods can only be changed in writing.
- These Terms and Conditions enter into force on May 16, 2022.