General Purchasing Conditions
These General Purchasing Conditions apply to all purchase contracts in which the company Vinekon s.r.o. residing in Husova 634, 261 01 Příbram, IČ 26501384 is at the buying side (further referenced only as “buyer”). These general terms and conditions for suppliers (further referenced only as “terms and conditions for suppliers”) take precedence over any general conditions of the seller. They do not, however, take precedence over statutes in the purchase contract between the seller and the buyer. In the case that the statutes in the purchase contract between the seller and the buyer differ from terms and conditions for suppliers, the relationship between the seller and the buyer is governed by the purchase contract. Only in the case that the purchase contract does not alter certain terms and conditions is the relationship between the seller and the buyer governed by these terms and conditions for suppliers.
I. Concluding a Purchase Contract
- a) A purchase contract is a written binding order of the buyer which is either on paper or electronic. The order must contain all necessities, mainly the identification of the seller and buyer (name, IČO, DIČ, residence, OR registration, bank account, authorized person), type, price, quantity, quality of the requested goods from the catalog or a different offer of the seller, delivery date and other delivery conditions in the case that they differ from these terms and conditions for suppliers. If the order does not contain necessary information, the buyer must provide the information requested by the seller who will make this request electronically up to two workdays after the order.
- b) The seller is obliged to confirm the acceptation of an order in a two-workday period after receiving an order. Acceptation of an order is confirmed by the seller either by sending a written acceptation in an electronic format (e-mail) or by stamping and signing a duplicate of the order by a person authorized by the seller. By delivering the acceptation of the order to the buyer the purchase contract is concluded. If the seller sends the buyer the acceptation of the order with any changes, it is considered as a new proposal of the purchase contract and this purchase contract will be concluded once the buyer delivers the seller the acceptation of this new proposed purchase contract. If the order of one contract side is not accepted by the other side either by a written acceptation or by another binding act, the purchase contract is not concluded.
II. Delivery Terms and Conditions
a) The delivery of goods is governed by the INCOTERMS 2020 terms and conditions, the DDP clause, with the destination of the establishment of the buyer in areal byv. Čenkovských strojíren, 262 24 Čenkov, Czech Republic, unless another address of the place of delivery is specified in the purchase contract. If the goods are delivered to a destination other than the specified destination, the seller bears all additional costs of delivery of the goods to the required place of delivery.
b) The seller is bound to deliver the ordered goods in accordance with the purchase contract, legislation and with respect to the nature of the goods. Delivery of the ordered goods to the buyer in accordance with the specified date, price, type, quantity, quality, finish along with necessary documents specified in the purchase contract, and if they are not specified in the purchase contract then in the offer of the seller based on which the buyer made their order and then in accordance with legislation and these terms and conditions for suppliers, is considered a proper delivery of goods.
c) If the seller is unable to properly deliver the ordered goods, the seller is required to inform the buyer without any unnecessary delay. The buyer is not required to accept an improper delivery of goods.
d) In the case the proper delivery of the ordered goods is delayed the seller is obliged to inform the buyer of the delayed delivery along with the reason for the delay without any unnecessary delay. A delay is considered a serious violation of the purchase contract and the buyer can withdraw from the purchase contract. This does not affect other rights of the buyers stemming from improper fulfillment of the purchase contract and the seller is aware of their responsibility for the delay in the delivery of goods.
e) The buyer is not required to accept the goods before the arranged delivery date. In that case, the seller is required to ensure storage of the ordered goods and a delivery on the arranged date at their own costs and risk.
f) The buyer is not required to accept goods delivered in a smaller or larger quantity than the agreed upon quantity. Delivery of a larger quantity of goods than the quantity stated in the purchase contract is not considered an agreed upon quantity. The buyer can accept a smaller quantity than the agreed upon quantity, the seller is however required to deliver the missing quantity of ordered goods without delay. Delivering a smaller quantity of goods is considered a partial fulfillment of the purchase contract by the seller and the acceptance of the smaller quantity does not have an impact on the buyer’s rights in terms of improper delivery and defects of goods.
g) The seller is required to package the ordered goods and properly prepare the goods for delivery with respect to the nature of the goods in a way that minimizes the negative impact on the environment and ensures the safety and preservation of the goods during transportation.
h) During the acceptance of the goods at the latest, the seller is required to provide the buyer with a document stating the specific contents of the delivery along with the delivered goods allowing the acceptance of the goods by the buyer. The delivery document must contain the following:
- identification of the buyer and the seller
- order number and date of order
- part number
- number of units
- quantity, quality and finish of the goods
- price per unit, total price of delivery
- means of transportation, eventually terms and conditions of transportation
The price for the goods must be listed in the delivery document in full i.e., including fares, freight and all other eventual costs. Additional invoices or requests to pay for costs not listed in the delivery document will not be accepted by the seller. The packaging in which the goods are delivered must already be paid for in accordance with the waste management system of the Czech Republic.
The seller is obliged to provide the buyer with documentation which is needed to accept and use the ordered goods as well as documents listed in these terms and conditions for suppliers in time for the seller to receive the documents during the delivery of the goods at the latest. The seller is obliged to provide the buyer during the first delivery of the ordered goods (according to the nature of the goods) with:
- Safety Data Sheet
- Declaration of Conformity or CE Certificate
- Declaration of Origin
- Certificate (Atest)
- Confirmation of Compliance with Safety Requirements
- Declaration of Compliance with Requirements for Placing Packaging on the Market
- Operating Instructions
And other documents required by the law.
The price of the goods stems from the price list, catalog or other offer of the seller if there is not a different price listed in the purchase contract.
V. Responsibility for Defects
a) Responsibility for defects is arranged in accordance with the provisions of § 2099 et seq. of the Civil Code No. 89/2012 Coll. as amended. The application of § 2099 para. 2, § 2102, § 2103 is excluded. In the case of delivery of defected goods, compensation by repair of the defective goods is excluded.
b) The seller is responsible for defects of goods in the case of improper delivery i.e., quality, quantity, finish, price and with necessary documents or agreed upon means of transportation, if they are not agreed upon in the purchase contract according to the offer of the seller based on which the buyer made the order of the goods. The seller is responsible for defects which goods have in the moment when the risk of damage is transferred from the seller to the buyer even if the defects become apparent after this moment.
c) The buyer is obliged to inform the seller of the defects in a written document (either on paper or electronically by e-mail) without any unnecessary delay after the defects were found and until the end of the agreed upon warranty period at the latest.
d) The seller is obliged to remove the defects in the goods in a period of 10 days after being informed of the defects by the buyer and the buyer’s choice of rights for defects, if it is not disproportionate with respect to the nature of the goods, otherwise the defects must be removed in a proportionate time period. The buyer has the right to claim the following rights for defects in the goods:
1) removal of defects by delivering new goods without defects or delivery of missing goods
2) proportionate discount from the purchase price
3) withdrawal from the contract if the improper fulfillment of duties is a material breach of the purchase contract or if the seller does not remove the defects in a proportionate time period
The buyer must inform the seller of their choice of rights either in the written document informing the seller of the defects or right after the delivery of this document to the seller.
f) If the delivered goods are defective i.e., they are not delivered properly, the buyer is not obliged to pay the purchase price or the remaining payment until complete removal of the defects or until replacement goods are delivered.
a) The seller is obliged to deliver the goods in the quantity, quality and finish agreed upon in the purchase contract or those listed in the offer of the seller if they are not specified in the purchase contract. The goods must fulfill technical and all other requirements set by the legislation of the Czech Republic.
b) The seller is obliged to provide needed certificates or permits and approval of state authorities of the country of origin and the Czech Republic at their own costs.
c) By concluding a purchase contract, both sides agree that the seller is obliged to offer the buyer warranty in the minimal length of 24 months from the date of delivery to the buyer if the seller does not offer the buyer a longer warranty. The seller is obliged to provide the buyer with a warranty card in which the length of the warranty is specified along with the goods.
The seller is obliged to ensure that the delivered goods and packaging is always in accordance with legislation regarding environmental protection.
VIII. Payment Terms and Conditions and Invoicing
The seller provides the buyer with an invoice with a maturity of 30 days if the sides of the purchase contract do not agree differently in the purchase contract. The invoice must fulfill all requirements otherwise the buyer is not obliged to pay it. In the case that the goods have defects, the buyer is not obliged to pay the purchase price or the remaining payment until complete removal of the defects.
IX. Contractual Fine
By concluding a purchase contract, the seller undertakes to pay the buyer a contractual fine in the case that there will be a delay in proper delivery of the goods in the amount of 1 % of the price of the goods for each day of the delay.
The buyer is entitled to set off the contractual penalty against the due receivable of the seller.
The exercise of the right to a contractual penalty does not affect the right of the buyer to demand compensation for damages from the seller exceeding the paid contractual penalty.
X. Confidentiality of Information
a) The seller and the buyer undertake to handle all non-public business and technical information of the other side they encounter through business relationships as a business secret. Both sides consider all non-public business and technical information confidential, and they undertake not to share them with third parties or allow access to them to third parties.
b) The obligation to keep confidentiality specified by these terms and conditions for suppliers does not include the following:
1) publicly known and accessible information
2) information which will be communicated to a party by a third party who is not bound by a similar obligation of confidentiality
3) information the disclosure of which is required by law
c) The seller and the buyer consider all shared documents confidential, and they undertake not to share them with third parties or allow access to them to third parties.
d) The seller is aware of their responsibility in the case of breach of confidentiality from their side.
a) Any notices or documents sent by the parties in the contract can be forwarded in person or sent by post, messenger or e-mail to the contact addresses specified in the purchase contract, otherwise to the registered office of the other contracting party. Documents will be deemed to have been delivered at the moment of their receipt, refusal of receipt or the 3rd day after their sending, whichever occurs first.
XII. Choice of Law
a) These terms and conditions for suppliers, as well as all contractual relations between the seller and the buyer are governed by the law of the Czech Republic excluding the private international law and the CISG (UN Purchase Law).
b) The seller and the buyer do not agree upon an arbitration clause.