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1. General Provisions
1.1. These basic delivery terms and conditions (hereinafter referred to as ‘terms and conditions’) govern the conditions for conclusion of purchase contracts on deliveries of cable products and accessories, the content of purchase contracts, and the rights and obligations of the buyer and the seller under these contracts. These terms and conditions also govern, albeit not exclusively, the claims arising from a breach of a contractual obligation. All purchase contracts concluded in respect of cable products and accessories shall be governed by these terms and conditions and these terms and conditions shall apply exclusively and constitute an integral part of the purchase contract. The Contractual Parties may deviate from these terms and conditions only pursuant to mutual written agreement.
1.2. The seller shall mean PRAKAB PRAŽSKÁ KABELOVNA, a.s., registered office: Praha 15, Ke Kablu 278, company registration number: 43873189, which is incorporated by the Commercial Register kept by the Municipal Court in Prague, under the reference number B.1011.
1.3. Pricing information and other declarations and promises shall be binding upon the seller only if made in writing.
1.4. A purchase contract may be concluded pursuant to an order submitted by the buyer, which fulfils the following basic particulars:
- company name, company registration number, tax identification number, address, bank details
- contact officer, telephone number, address of the point of delivery
- product name (dimensions, colour coding of wires)
- quantity
- packaging (circles, drums, coils)
- method of payment
- method of transportation
- deadline for the fulfilment of the order
1.5. These terms and conditions shall be an integral part of the purchase contract.Deviations from the terms and conditions shall be permitted only if previously agreed in writing.
1.6. The subject of the purchase contract shall be the seller’s obligation to deliver products to the buyer, which have been specified in an order and confirmed in the order receipt confirmation, and to transfer to the buyer ownership title to such products, and the buyer’s obligation to pay the seller the purchase price duly and in good time as set forth in these terms and conditions.
1.7. If no special technical terms and conditions are agreed in respect of purchase contracts, the products are supplied in their normal design, the technical parameters of which the buyer has been acquainted with prior to concluding the purchase contract (TP, ČSN, standards, VDE IEC-708, technical agreements).
1.8. The order can only be cancelled prior the start of manufacturing. If the buyer wishes to cancel the order after the manufacturing start and the seller agrees with manufacturing cancellation, the buyer undertakes to pay a damage recovery penalty (pursuant to §351 of the Commercial Code) of 50% of the value of the order being cancelled.
1.9. The seller reserves the right to deliver products with a tolerance of +/- 5% in relation to the ordered quantity of individual product items. Invoicing shall correspond to the delivered quantity, with a tolerance in metering appliances of +/- 1.0%. Any disparity discovered in length which falls within this tolerance level shall not be subject to a claim related to quantity.
1.10. Sub-deliveries shall be admissible over the time in which the purchase contract is fulfilled.
2. Purchase Price
2.1. Products are delivered for purchase prices which comprise the valid base offer rate of the seller (NBC), which may be reduced by a discount depending on the size of deliveries or prospective cooperation, whereby such discount is determined as a percentage of the base price. In setting the purchase price, the price of non-ferrous metal (Cu, Al) shall be added to this amount (NBC). The price of non-ferrous metal shall be determined by the seller by derivation from the current prices on the London exchange of raw materials.
2.2. Unless otherwise expressly specified in the offer, the quoted price is EXW Prague (pursuant to Incoterms 2000).
2.3. The invoices are due 60 days following their issuance date. Within this deadline the buyer undertakes to pay the purchase price in full.
2.4. Unless their price is comprised in the offer the buyer shall be billed for the cost of cable drums in accordance with a separate price list.
2.5. The purchase price for cable drums shall be paid by the buyer together with the payment of the price for the products and within the same time period. The period in which the drums may be returned is 180 days as of the date the invoice is drawn up. On the return of the undamaged cable drums, the value of the packaging is reimbursed against the invoice in accordance with the valid price list, with the same maturity period as that provided on the cable drums by the seller.
2.6. Once the time limit for the return of packaging and packing material has expired (e.g. after 180 days), drums may be repurchased only by means of a repurchase agreement .
2.7. Cables and conductors are supplied in circles or on cable drums or bobbins.
2.8. A buyer who then exports the collected products on cable drums outside the borders of EU shall return the drums with customs duty duly paid. If the drums are not customs duty cleared, the seller shall not repurchase them.
2.9. The seller reserves the right to carry out ongoing changes to the base offer price (NBC), the price of non-ferrous metal (Cu, Al) (2.1.) and the price of cable drums.
3. Payment Terms and Conditions
3.1. Payments may be made:
- in advance based on a pro-forma invoice (PF, deposit invoice)
- by bank cheque
- by letter of credit
- by wire transfer
- in cash (only following prior agreement)
3.2. In the case of a buyer who concludes a purchase contract with the seller for the first time or who has an outstanding liability due to the seller under previous purchase contracts or for any reason, the seller shall issue a deposit invoice in the amount of 100% of the total purchase price, including the price of the cable drums. The buyer is obliged to pay the amount in the required time limit and to present proof of payment to the seller. The delivery of products is tied to the demonstrable payment of the purchase price, including the price of cable drums. The seller shall not be obliged to deliver products to the buyer as long as the payment remains outstanding.
3.3. Unless specified or agreed to the contrary, the seller shall be entitled to issue an invoice for the subsequent purchase price, including the price of the cable drums.
3.4. The obligation to pay the purchase price or make other payments in accordance with the purchase contract and these terms and conditions shall be fulfilled on clearance of the whole amount to the seller’s account at the seller’s bank or on submission of cash in the full amount to the seller at the seller’s registered office.
3.5. The payment time limits shall be considered observed if the financial liability is cleared to the seller’s account at the seller’s bank within the set time limit or if the liability is remitted in cash to the seller at the seller’s registered office in the same time limit. Received payments may be set off against another, still open receivable should the seller so choose.
3.6. Setting-off only applies to receivables which are not disputed.
3.7. The seller shall be entitled to refuse the delivery of products to a buyer who has defaulted on the payment of any liability in relation to the seller, or if a buyer has entered into liquidation, if a bankruptcy order has been made on the buyer’s assets or if composition has been permitted in respect thereof, if a bankruptcy petition or composition petition has been filed against the buyer’s estate, or if there is good reason to the believe that the fulfilment of payables (including those not yet due) by the buyer is in serious jeopardy.
3.8. Should default on the fulfilment of any obligation of the buyer in relation to the seller continue for more than 7 (seven) days, the seller shall be entitled to repudiate all purchase contracts if the buyer enters into liquidation or if a bankruptcy petition is filed against the buyer’s estate, if a composition petition has been filed, if a bankruptcy order has been made against the buyer’s estate or if composition has been permitted, or if a bankruptcy petition has been rejected due to the buyer’s insufficient assets. The seller shall have the same right if the buyer defaults in relation to entities with whom the seller is related in terms of capital. Repudiation of the contract shall not affect the seller’s right to compensation for damage, including lost earnings suffered as a result of the cancellation of the contracts and the right to a contractual penalty.
3.9. Should the buyer default on the payment of any payment obligation under a purchase contract and these terms and conditions, the buyer shall pay the seller a contractual penalty in the amount of 0.03% of the invoiced purchase price (including the price of the cable drums, pallets, other transportation packaging material and handling fee) per day of default inclusive. Primarily, this contractual penalty will be deducted from the quantity bonus. This shall not affect the seller’s right to seek, in addition, compensation for damage and the payment of penalty interest in accordance with Section 369 of the Commercial Code.
4. Delivery of Products, Transfer of Ownership
4.1. Products shall be delivered by transfer to the first carrier for transportation to the buyer. Should the buyer collect goods himself, the goods shall be delivered by transfer to the buyer (or the buyer’s carrier) at the seller’s registered office.
4.2. Ownership of products shall transfer to the buyer on full payment of the purchase price thereof.
5. Liability for Products
5.1. The seller shall be held liable for the quality of products and for the fact that the products shall keep their contractual quality for a set period as of delivery thereof, and that the products shall retain these properties for the set period. The guarantee period for products and packaging shall be 24 months as of the date of dispatch. The guarantee shall not apply to damage caused by unprofessional handling or poor storage.
5.2. On physical takeover of products and packaging, the buyer shall inspect the products and packaging and ascertain whether any defects are patently evident and whether the delivery is complete; in the event of any defects, the buyer shall claim such defects immediately.
5.3. On discovering quality defects to the products, the buyer shall inform the seller of this fact within 12 months of receipt of the products, but no later than 24 months as of the date of dispatch, whereby the buyer shall propose further procedure in accordance with Section 436 of the Commercial Code. A quality defect of goods must be claimed within 30 (thirty) days of the date of receipt. Claims shall be filed in writing and must contain the following information:
a) a specification of the defect being claimed
b) the quantity being claimed
c) the number of the invoice of delivery slip
d) the date of dispatch
e) details of a contact officer authorized to handle claims
5.4. The seller shall express an opinion on the claim within 30 days of the date of receipt of the written notification of defects.
Should the buyer request that the products are to be returned, the buyer shall return the products in the original packaging with the original dispatch (identification) labels back to the seller, such being within one month of the date of receipt of the request. In this case, the seller shall close the claim within one month of the date of receipt of faulty products. Should the buyer fail to respect the time limits mentioned above, the buyer shall be considered not to insist on the claim and the claim shall therefore expire.
Should the seller fails to respect the time limits mentioned above, the claim shall be deemed to be warranted, including the buyer’s proposal, in accordance with Section 436 of the Commercial Code. The cost of returning or liquidating defective products shall be borne by the seller only if the claim is deemed warranted.
5.5. The risk of damage, loss, or destruction of products and packaging transfers to the buyer on the moment of delivery thereof (4.1.).
5.6. Unless the buyer specifically requests so, the delivery of products shall not be insured against damage, transportation damage, or fire damage. Should the buyer request that an insurance policy is to be concluded, this policy shall be concluded at the buyer’s expense.
5.7. Together with ownership of products and packaging, the obligation of return collection and the use of waste from packaging as set forth in Section 10 and Section 12 of Act No 477/2001 Coll., on packaging, shall be transferred to the buyer.
6. Final Provisions
6.1. These terms and conditions, purchase contracts, and any and all legal relations stemming from such terms and conditions and contracts shall be governed by the law of the Czech Republic, in particular Act No 513/1991 Coll., the Commercial Code, as amended.
6.2. On concluding a purchase contract, part of which shall be these terms and conditions, the Contracting Parties expressly represent that:
a) the conclusion and fulfilment of the purchase contract falls within the scope their statutory competence, is not in violation of their foundation documents, and has been duly approved in accordance with the internal rules of the given entity (the company),
b) the obligations laid down in the purchase contract and in these terms and conditions are valid and binding obligations, enforceable in accordance with the contract and these terms and conditions (with the exception of the restrictions appointed by the Bankruptcy and Composition Act or other legal regulations which limit the rights of creditors in general),
c) the transaction specified 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 are not in violation of any law or other legal regulation, or any relevant court order or order of any other body of public authority,
d) the transaction specified in the purchase contract and these terms and conditions and steps to be taken in accordance with the purchase contract and these terms and conditions are not in violation of any contractual provisions binding upon either Contracting Party,
e) no bankruptcy order has been made against their estate, no composition has been granted, no bankruptcy petition has been rejected due to insufficient assets and no bankruptcy petition has been filed against them at a court of law,
f) they are not parties to any judicial proceedings or arbitration proceedings, the subject of which would or could affect the object of the purchase contract.
6.3. Each Contracting Party (‘indemnifying party’) shall, on request fully indemnify the other Contracting Party (‘indemnified party’) for any damage, loss, expense, debt, or any other liabilities (including reasonable expenditure on legal advisers) incurred by the indemnified party due to the fact that any representation or guarantee of the indemnifying party in the purchase contract and these terms and conditions is untrue or misleading or due to breach of any obligation under the purchase contract by the indemnifying party. The claim to the payment of the agreed contractual penalty shall not be affected.
6.4. In cases where any obligation under the purchase contract and these terms and conditions, which is to be fulfilled by one of the Contracting Parties, can reasonably be fulfilled only with the cooperation of the other Contracting Party, the other Contracting Party shall provide the first Contracting Party, on request, with any such reasonable cooperation.
6.5. Should any provision of the purchase contract and these terms and conditions become or prove to be invalid, unlawful, or unenforceable, the validity and enforceability of the other provisions shall not be hereby affected. The Contracting Parties shall replace such an invalid, unlawful, or unenforceable provision, by agreement, with a valid, lawful, and enforceable provision, with the same or at least similar commercial and legal purpose.
6.6. A purchase contract may be amended in writing only.
6.7. Natural persons signing a purchase contract in the name of legal persons expressly represent that they are fully authorized to take such action.
These terms take effect as of 1st January 2008. |
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