Valid since 18 September 2014
1. Validity and Obligation of the Business Terms and Conditions
1.1. These general business terms and conditions (hereinafter, only the GBTC) form an integral part of all contracts on the sale of goods (hereinafter, only the contracts of purchase) concluded between Backer Elektro CZ a.s., Co. ID. No. 60469617, registered office Policska 444, Hlinsko, Postal Code 539 55, registered in the Companies Register kept with the Regional Court in Hradec Kralove, File Ref. B 2370, as the supplier (hereinafter, only the seller) and his consumers (hereinafter, only the purchasers), if the reference to these GBTC is a part of the contract of purchase and/or if these GBTC have been attached to the contract of purchase and/or demonstrably known to the parties. The changes of the GBTC, which form a part of the already concluded contract, or changes of the contract may only be made in writing upon an agreement of the contracting parties. A concluded contract of purchase is also deemed to be an order of the purchase confirmed by the seller.
1.2. In case the purchase with previous consent of the seller orders goods that are not included in the seller’s offer, he is obliged to perform its written specification while being obliged to agree a price with the seller in writing (so-called specific goods). The seller is entitled to reject an order of specific goods.
2. Price of the Goods
2.1. The prices for the products of the seller will be determined according to the valid price lists of the seller at the time of the conclusion of the contract of purchase EXW. If the subject of the contract is the delivery of specific gods, the price will be determined by agreement.
2.2. The corresponding value added tax will be added to all prices upon their charging to the purchaser, the purchaser is obliged to pay this tax to the seller.
3. Delivery Deadline, Contract Fulfilment, and Delivery Takeover
3.1. A condition of the fulfilment of the contract by the seller is the payment of all payable debts of the purchaser towards the seller. The seller also reserves the right to suspend all deliveries of goods upon a written warning to the purchaser until the complete payment of the payable liabilities of the purchaser. The purchaser agrees with the seller’s right to suspend all goods deliveries in accordance with the previous sentence.
3.2. The observance of the deadline on the part of the seller presumes the delivery of all the needed technical, business, or other data on the part of the purchaser, if needed.
3.3. In case the delivery cannot be fulfilled on the part of the seller within the full scope and agreed time, the seller is obliged to announce this fact to the purchaser immediately. The contracting parties will subsequently provide each other with cooperation for agreeing a replacement delivery or a replacement goods delivery deadline.
3.4. If further requests for performing changes or complementing the goods are submitted from the purchaser’s stimulus and the seller accepts these requests, the delivery deadline, unless expressly agreed otherwise, will be automatically extended by the time needed for performing these requests, as necessary.
3.5. The contracting parties agree that the goods will be handed over and taken over in the seller’s plant where it will be prepared for its off-take by the purchaser, unless sending the goods by the seller to the purchaser on the purchaser’s costs via a forwarder is stipulated between the contracting parties.
3.6. The delivery is deemed to be fulfilled and the transfer of the danger concerning the things to the purchaser takes place:
a) On the day following the announcement of the seller to the purchaser that the goods are ready for takeover by the purchaser, or
b) By handing over the goods to the first forwarder for transport to the place determined by the purchaser, if the contract determines the sending of the goods by the seller.
3.7. The purchaser is obliged to accept the goods delivered by the seller according to the contract, namely even when it is a partial delivery.
3.8. In case the purchaser gets into a delay with the takeover of the goods, the seller, after inviting the purchaser to take over the goods within a sufficient adequate deadline in vain, may withdraw from the contract. At the same time, he is entitled to require from the purchaser a compensation of the arisen damage while he is entitled to require it and the purchaser is obliged to pay it even next to the agreed contractual penalty, namely even in an amount exceeding the contractual penalty.
4. Payment Terms and Conditions
4.1. A title arises to the seller for the payment of the purchase price corresponding to the actually delivered quantity of the goods.
4.2. Unless expressly agreed otherwise in writing, the purchase price is mature within 30 calendar days from the issuing of an invoice.
4.3. The delivered goods remain to be the property of the seller up to its full payment by the purchaser (ownership reservation). The purchaser is obliged to treat the goods to which the ownership reservation applies so that its degradation, damage, destruction, theft, or loss does not occur. The purchaser must not misappropriate, impawn, or otherwise burden the goods with rights of third parties for the duration of the ownership reservation.
4.4. If the purchaser gets into a delay with the payment, the seller has the right to withdraw from the contract and ask the purchaser for returning the unpaid goods, namely on the costs and danger of the purchaser. The purchaser is obliged to allow the seller free access into the buildings and on the lands where such goods are stored.
4.5. The purchaser is not entitled to retain the purchase price or the goods that is to be returned to the seller for any reason for any purpose, not even for the purpose of securing a payable debt of the seller, he is also not entitled to credit his receivables against the receivables of the seller unilaterally. A loss or damage of the goods that has occurred after the transfer of the goods damage danger to the purchaser or the applied complaint does not relieve the purchaser from the obligation to pay the entire purchase price.
5. Withdrawal from the Contract and Stipulation of the Contractual Penalty and Late Payment Interest
5.1 In case of a breach of a contractual obligation on the part of the purchaser in such a manner that entitles the seller to withdraw from this contract in accordance with Cl. 3.8. and Cl. 4.4 of these GBTC, the right to require a contractual penalty amounting to 100% of the purchase price for the goods, in relation to which the seller could withdraw, from the purchaser arises to the seller, and the obligation of the purchaser to pay this contractual penalty to the seller arises while the contractual penalty is mature on the first day following the day when the seller could withdraw due to the breach of the obligation in question.
5.2 If the purchaser gets into a delay with the payment, the seller is entitled to charge the purchaser with a contractual penalty amounting to 0.2% of the debt amount for every day of the delay, the purchaser is obliged to pay this contractual penalty while this contractual penalty is mature on the first day following the day on which the right arises to the seller.
6. Claims due to Goods Defects – Complaints
6.1. The seller is responsible for the quality and hidden defects of the goods that occur in the goods within the warranty period. The seller provides in the relationships the subject of which is the purchaser of heating elements a warranty of 6 months from the day of the takeover of the goods by the purchaser. For the other types of goods, the seller provides a warranty of 24 months from the day of takeover by the purchaser. In case the goods with the exception of heating elements is designed for sales in a shop by the final consumer, the warranty period is 24 months from the date of sale to the final consumer, however for a period of 27 months from the takeover of the goods by the purchaser, at the latest.
6.2. The use of the heating element outside the equipment for which this element is designed by the seller (producer) must be consulted by the purchaser with the seller, while a record will be written about this with the conclusion whether the heating element can be used for the specific equipment. If the purchaser uses the heating element in conflict with the determination of the seller, possibly in conflict with his recommendation, or if he uses it outside the equipment for which this element is designed without previously consulting that, any claims of liability for the defects of these goods cannot be acknowledged, thus the claims from the defects of the goods in the consequence of the procedure of the purchaser cease to exist.
6.3. The purchaser is obliged to properly inspect the goods upon their takeover and confirm the takeover on the transport contract of the forwarder or on the bill of delivery and keep controlled documentation of the takeover. If the purchaser does not take over the goods properly and on time, he is fully responsible for all damage and related costs.
6.4. Obvious defects must be claimed within ten days from the takeover, at the latest.
6.5. All complaints must be applied with the seller in writing.
6.6. The claims of the purchaser from the defects of the goods will only be acknowledged if they have been announced on time and if the purchaser proves that the defects have not been caused after the transfer of the goods damage danger to the purchaser or within the warranty period by external effects, namely natural disasters, incorrect storage, regular wear, inexpert handling, or other inadequate use in conflict with the recommendation of the seller or the operating manual. A prerequisite for acknowledging the claim from the defects of the goods is the acknowledgement of the complaint by the seller based on his own technical examination that he is obliged to allow to the purchaser within 5 days from the day of the seller’s request for examination, at the latest.
6.7. If the prerequisites for acknowledging the claim from the defects of the goods are met and the contract has been breached in a significant manner by the delivery of the goods, the purchaser is exclusively entitled to the following:
a) Removal of the defect by delivering new goods without a defect or by delivering the missing goods,
b) Removal of the defect by repairing the object,
c) Compensation of the costs related to the returning of the defective goods if the seller requested the returning.
6.8. The right to the delivery of the replacement goods or the compensation of the costs related to the returning of the defective goods arises to the purchaser only after the returning of the defective goods to the seller according to a previous agreement.
6.9. If the contract is breached in an insignificant manner, the purchaser has the right exclusively to the following:
a) Removal of the defect by delivering new goods without a defect or by delivering the missing goods,
b) Removal of the defect by repairing the object.
6.10. The purchaser only has the rights form the defects stipulated by this contract, thus these GBTC exclude the legal provisions governing the rights from defects while these are completely replaced by the provisions governing the rights from defects according to these GBTC.
7. Packaging and Transport Means, Goods Marking
7.1. The goods agreed as the subject of the supply according ot the concluded contract may be prepared for off-take for the purchaser by the seller or sent in returnable packaging, if suitable with regard to the nature of the goods. The seller will state this fact on the bill of delivery and the invoice. Upon the delivery, the seller invoices the purchase price of the returnable packaging. The packaging is returnable within one year from the sending of the goods. The purchaser is obliged to return it to the place where the goods was prepared for off-take by the purchaser or from which the goods with this packaging were sent. Upon returning the undamaged packaging, the purchaser reinvoices the packaging price back to the seller. The kind and number of packaging will be stated in the invoice.
7.2. The seller marks the goods with his trademark and other markings according to his own concept. The purchaser is not entitled to modify, change, or cover this marking without the seller’s consent. The purchaser is entitled to use the business firm of the seller, his trademark, product designation, and their depiction in catalogues of the seller only based on written consent of the seller.
8. Force Majeure
8.1. The circumstances excluding the liability of the seller, if they prevent the fulfilment of his contractual obligations, include natural disasters, war, civil unrests, strike, lock-out, official ordinance, epidemic diseases, delay or other breaches of the contractual obligations of the forwarder, and furthermore the circumstances that have occurred independently on the will of the seller.
8.2. Should the circumstances of force majeure stated in clause 8.1. occur within the period before the agreed supply deadline (delivery deadline), the claims of the purchaser from the concluded contract towards the seller - unless this concerns an additional supply - are negated.
8.3. Should the circumstances of force majeure occur, the seller is obliged to inform the purchaser about their arising and nature in writing immediately, possibly if it is known, state whether at all and when he will be able to fulfil his obligation additionally. Should the circumstances of force majeure vanish, the seller is obliged to fulfil his obligations from the contract towards the purchaser additionally, unless the purchaser no longer insists on the additional fulfilment.
9. Decisive Law
9.1. All contracts concluded between the seller and the purchaser are governed by the Czech law, especially Law No. 89/2012 Coll., Civil Code.
10. Declaration of the Purchaser
10..1 By the acceptance of these GBTC, whether performed by joining a signature under these GBTC or their e-mail, oral, or other approval, confirmation of their knowledge in the contract of purchase, or a statement that these GBTC are known to him or another similar statement without regard to the form of its making, the purchaser expressly agrees with every individual provision of these GBTC, namely then with provisions 3.1, 3.8, 4.3, 4.4, 4.5, 5.1, 5.2, 6.6, 6.7, 6.9, 6.10, and 7.1 of these GBTC.
Backer Elektro CZ a.s., Policska 444, 539 01 Hlinsko v Cechach