Terms and Conditions

G E N E R A L   D E L I V E R Y   T E R M S   A N D   C O N D I T I O N S

WORKS / GOODS

 

TERMS

Customer / Client - a legal entity different from the Supplier who, based on the Supplier's Order or Contract, takes over the goods or work and is specified in the Order / Contract

Supplier / Contractor - INOX SERVIS s.r.o., Náměstí osvobození 6, 753 61 Hranice 4 - Drahotuše, Company ID: 278408169, VAT no: CZ278408169. The company is registered in the Commercial Register maintained by the Regional Court in Ostrava, Section C, File No. 43209.

Place of Performance - Place of implementation of Performance specified in the Order / Contract

Date of performance - the date of implementation of Performance specified in the Order / Contract

Order - is a separate document issued by the Customer and confirmed without reservation by the Supplier, the subject of which is the purchase of goods, performance of the work or provision of services by the Supplier as the seller or Contractor for the Customer as the buyer or the Client

Performance - delivery of goods or performance of the work or provision of services or a combination of all or some of them as specified in the Order / Contract

Contract - purchase contract, contract for work or similar type of contract, the subject of which is the purchase and sale of goods, realization of work or provision of services by the Supplier as the seller or contractor for the Customer as the buyer or the client

Contracting Party – the Customer or the Supplier

GDTC - these General Delivery Terms and Conditions

 

1. BASIC PROVISIONS

 

1.1 These "General Delivery Terms and Conditions for work of INOX SERVIS s.r.o.“

(hereinafter referred to as “Terms”) are an integral part of the contract for work concluded between the client and the company:

INOX SERVIS s.r.o.

Nám. Osvobození 6, Hranice IV-Drahotuše, 753 61 Hranice, Czech Republic

registered in the Commercial Register maintained by the Regional Court in Ostrava, Section C, File 43209

(hereinafter referred to as the “Contractor”) (hereinafter referred to as the “Contract”) pursuant to Section 2586 et seq. of Act No. 89/2012 Coll., the Civil Code (hereinafter referred to as the CC).

In the event of a conflict the provisions of the Contract shall prevail over the provisions of these Terms.

 

1.2 Contract means an agreement signed by the contracting parties in the form of a contract for work, an offer issued by the Contractor to the Client and confirmed in full and in writing by the Client including all the attachments, or an order sent by the Client to the Contractor and confirmed by the Contractor in writing including all the attachments  in case the Client has no further comments to the possible changes made by the Contractor in the order confirmation. In the event that the Client refers in the confirmation of the Contractor's offer to the terms and conditions which conflict these Terms, or the confirmation of the offer contains an amendment or deviation that does not substantially change the terms of the offer, the Contract is not concluded. Thus, the Contracting Parties expressly exclude the application of Section 1740 (3) and Section 1751 (2) of the CC.

 

2. PRICE AND PAYMENT TERMS

 

2.1 The prices specified in the Contract are fixed and the increases are subject to justified cases only.

2.2 The Client shall make payments to the Contractor in accordance with the conditions specified in the Contract and on the basis of the documents submitted by the Contractor in accordance with the Contract.

2.3 All payments including advance payments are made by the Client on the basis of invoices (advance sheets), which must contain all the particulars given by the legal regulations.

2.4 The maturity of the advance invoice is 7 days; the maturity of the final invoice is 30 days from the date of its issue unless stated otherwise. The date of payment of the relevant amount shall be considered as the day the payment will be credited to the Contractor's account.

2.6 The Client has the right to withhold the payment or its part for the reasons stated in the Contract only.

 

3. DATE OF PERFORMANCE OF THE WORK

 

3.1 In case that the work cannot be performed within the term specified in the Contract, the Contractor shall immediately inform the Client in writing of the reasons for the delay and the nearest substitute date for delivery. At the same time the Contractor shall take all necessary measures to minimize such a delay.

3.2 In case that the Contractor, except for the cases specified in Article 3.3 hereof, does not execute the work by the deadline specified in the Contract, the Client has the right:

a) To apply a contractual penalty for failure to meet the delivery date.

b) To withdraw from the Contract if the delay is longer than 180 days.

3.3 The Contractor shall not be liable for any delay caused by an error or failure to fulfil the obligations of the Client or by force majeure and which prevents the Contractor from fulfilling its contractual obligations. In such a case the Contractor shall agree with the Client a substitute term that respects the reasoned period during which the Contractor was unable to fulfil its contractual obligations for the reasons above. At the same time, the Client is obliged to refund the Contractor for all costs incurred as a result of the Client's delay.

 

4. TRANSFER OF OWNERSHIP AND RISK OF DAMAGE

 

4.1 Unless otherwise specified in the Contract, the Contractor shall perform the work at the place specified in the Contract.

4.2 The title to the work under the Contract shall pass to the Client at the time of payment of 100% of the contract price of the work.

4.3 If the work is made of materials or parts supplied by the Client then the ownership of these materials or parts shall not pass at any stage of production and delivery from the Client to the Contractor.

4.4 The Contractor bears the risk of damage to the Work until the Work is handed over to the Customer and passes to the Customer at the moment of handover and takeover of the Work unless otherwise stated in the Contract.

 

5. IMPLEMENTATION, HANDOVER AND TAKEOVER OF THE WORK

 

5.1 The Contractor is obliged to perform the work with the necessary care at the agreed time and is obliged to procure all that is needed to perform the work.

5.2 If the nature of the work permits so, the Client has the right to inspect the work or its parts at its own expense in order to verify the fulfilment of contractual obligations and upon prior written notice to the Contractor. The Contractor shall allow the Client or an employee authorized by the Client for the purpose of inspection to access the premises where the work is performed. Upon request, the Contractor shall hand over the copies of the test reports or provide other production documents for inspection. The result of each inspection will be recorded in the report.

5.3 The Contractor shall fulfil his obligation to perform the work by its completion and handover. By the completion of a work is understood such state of the work in which the work is fit to serve its purpose and has the characteristics and parameters according to the Contract.

5.4 The Contractor shall invite the Client to take over the work minimum 3 working days before the work is finished.

5.5 Upon successful completion of the functional test of the work (comprehensive testing, guarantee measurement, verification operation, visual inspection or any other method stipulated in the Contract), the Client and the Contractor shall sign the "Handover and takeover report". In the handover and takeover report, the client is obliged to state whether it accepts the work without reservations or with reservations and in the case of reservations to specify with what reservations. The Client shall not be entitled to refuse to take over the work if the work shows only minor defects which themselves or in connection with others do not prevent the functional use of the work or substantially restrict its use.

5.6 In case of a dispute regarding the quality of the work the Client may require that additional tests be carried out and the Contractor shall comply with this request. If the test proves that the work complies with the Contract the Contractor shall be entitled to be refunded of the costs associated with performing of the tests and to extend the delivery time by the time necessary for performing these tests.

 

6. PERFORMANCE RIGHTS AND QUALITY GUARANTEE

 

6.1 The Contractor shall provide the Client with a quality guarantee of 12 months from the date of receipt of the Work by the Client, unless the Contract specifies otherwise.

6.2 Notification of defects (complaints) must be sent to the Contractor in writing without undue delay after their discovery. The defect notification must contain description of the defect (state how the defect manifests itself).

6.3 The Contractor is obliged to comment on the claimed defect without undue delay from the delivery of the defect notification. In the statement he is obliged to state whether he acknowledges the complaint or the reasons why he refuses to acknowledge it and, if the defect is acknowledged, the way the Client's rights from the defective performance will be satisfied, ie. whether the Contractor repairs the work, performs the replacement of the work or provides the Client with a discount on the price of the work.

6.4 In the case of the acknowledged claim the Contractor is obliged to settle the claim within the shortest technically defensible period from the date of notification of the defect and exercising the right from defective performance by the Customer.

6.5 The warranty period does not run for the period during which the Client cannot use the work or defective part of the work due to its defect for which the Contractor is responsible.

6.6 The Contractor shall not be liable for defects caused by normal wear or incorrect assembly or maintenance performed in contravention of the Contractor's regulations or by operation which contravenes the Contractor's operating regulations or by excessive overloading or other similar influences not available to the Contractor to influence it.

6.7 The Contractor warrants that the delivered work is free from the ownership rights of third parties.

6.8 The Contractor warrants that no third party industrial rights, especially any patent rights, will be infringed. The Contractor undertakes to protect the Client from claims made by patent holders. Any license fees payable for the work will be paid by the Contractor.

6.9 The Contractor shall not be liable to the Client for defects caused by information, documents, drawings, materials, products and other services provided by the Client for the performance of the Contract.

6.10 Pursuant to Act 477/2001 Coll. (Act on Packaging) section 13 para. b) The Contractor hereby transfers the obligations stipulated in sections 10 and 12 of this Act to the Client.

6.11 The Contractor declares that it has concluded an insurance contract with Kooperativa company for liability insurance for damage caused by operating activities and product defects up to the amount of min. CZK 30 million.

 

7. COMPENSATION OF DAMAGES

 

7.1 The Contractor shall be liable for any damage caused to the Client by breach of its obligations to the extent specified below. The Contractor shall be released from the obligation to pay compensation if he proves that he was temporarily or permanently prevented from fulfilment of obligations under the Contract by force majeure.

7.2 Liability for damage, including lost profits, caused to the Client by the Contractor by breach of obligations by the Contractor which caused the Client to suffer a damage is limited to 80% of the price of the work. At the same time the Client does not have the right to compensation for damage due to breach of the Contractor's obligation to perform the work without defects (even if the defect occurs during the warranty period) if the Contractor satisfies the Client's claims for defective performance.

7.3 The provisions of Article 7.2 shall not apply in the case of damage caused to man on his natural rights or caused intentionally or through gross negligence.

 

8. CONTRACTUAL FINES

 

8.1 Unless stated otherwise in the Contract the contractual parties agree on a contractual penalty in case the Contractor is in delay with the performance of the work and in case of failure to meet the due date of the invoice by the Client.

8.2 If the Contractor fails to meet the deadline for performance of the work for the reasons for which he is responsible the Contractor is obliged to pay the Client a contractual penalty of 0.01% of the price of the work for each completed calendar day of the delay. The maximum amount of this contractual penalty is 5% of the price of the work.

8.3 If the Client fails to meet the due date of the Contractor's invoice for the reasons for which he is responsible the Client is obliged to pay the Contractor a contractual penalty of 0.5% of the invoiced amount for each completed calendar day of the delay. The maximum amount of this contractual penalty is not limited.

 

9. FORCE MAJEURE

 

9.1 The Parties shall not be liable for any breach of their obligations under the Contract if such breach is the result of and in connection with force majeure. For the purposes of this Article the force majeure shall mean an extraordinary and unpredictable obstacle arising independently of the Client's or Contractor's will such as government orders, new laws, war, revolution, general strike within the industry, floods, fires, epidemics, etc.

9.2 The party whose performance is threatened by force majeure shall promptly inform the other party together with the submitted evidence of the existence of the force majeure and stating that the performance is adversely affected, threatened or delayed. In case this message cannot be sent it will be sent as soon as possible. As soon as the consequences of the force majeure cease the party whose actions are affected by the force majeure shall inform the other party of the termination of the force majeure. The term of the contractual performance shall be extended by the period during which the force majeure prevented the performance of the contractual obligations.

9.3 In the event that one or the other is prevented from performing by force majeure for a period of more than three (3) months the Parties shall agree on further action. In the event of termination of the Contract by force majeure each party shall bear its own costs incurred as a result of this.

 

10. SETTLEMENT OF THE DISPUTE

 

10.1 Any disputes arising from the Contract shall be settled in accordance with the Czech law. The Parties undertake to take measures to ensure that any disputes and disagreements that may arise in the course of or in connection with the performance of the Contract shall be settled by friendly informal direct negotiations between them.

 

11. ASSIGNMENT OF THE CONTRACT, ASSIGNMENT OF RIGHTS AND OBLIGATIONS

 

11.1 Neither the Contractor nor the Client shall be entitled, without the prior written consent of the other party, to assign the Contract as well as the rights and / or obligations arising therefrom to any third party.

 

12. FINAL PROVISIONS

 

12.1 Terms not expressly regulated by the Contract are governed by the Civil Code and related regulations.

12.2 If one or more of the provisions of the Contract prove to be invalid, apparent or unenforceable the Contract as a whole shall remain in force with only that part of it which relates directly to the reason for invalidity, appearances or unenforceability considered invalid or unenforceable. The Contractor and the Client undertake to replace or supplement these provisions with a new contractual amendment so that the meaning and purpose of the Contract is respected while respecting the will of the contracting Parties.

12.3 For the avoidance of doubt the Contractor and the Client state that they enter into the Contract as entrepreneurs in their business.

12.4 The Client assumes the risk of change of circumstances according to § 1765 CC.

12.5 The Contractor and the Client expressly confirm that the terms of the Contract are the result of negotiations between the parties and each of them had the opportunity to influence the content of the Contract. Therefore, it is not an agreement concluded in an adhesive manner in the sense of the CC and the customer does not feel to be a weaker party.

 

 In Hranice on: 20.5.2019

 

Roman Lebánek                                                                                  Ing. Tomáš Pleva

Managing Director                                                                              Managing Director