prager-stahl.cz / General Terms and Condition

General Terms and Condition

 General Terms and Conditions

of PRAGER - STAHL HANDEL s.r.o. (limited company), ID: 148 92 341,

Registered Office: Pobřežní 370/4, Praha 8 - Karlín, 186 00

 

1.     Scope and Applicability


1.1   These General Terms and Conditions (hereinafter referred to as "GTC") govern the contractual relationships between parties involved in the deliveries of goods from the range of products offered by PRAGER - STAHL HANDEL s.r.o., ID: 148 92341 (hereinafter referred to as the "Seller") to third parties (hereinafter referred to as the "Buyer") arising from a concluded purchase contract (hereinafter referred to as the "Contract").

       

1.2     Any special provisions set forth in the Contracts concluded between the Seller and Buyer apply to the relevant businescases          in preference to these GTC. By concluding a Contract referring to the GTC, the Seller and the Buyer consider these GTC as              an integral part of the concluded Contract.

1.3     Any legal matters arising from the Contract concluded between the Seller and Buyer that are not regulated by the Contract or           these GTC shall be governed by the Czech law.

2         Conclusion of Contract

 

2.1   Individual Purchase Contracts are concluded in the form of binding orders made by the Buyer and addressed to the Seller by           phone, fax, mail, e-mail or submitted in person

2.2  Buyer’s binding orders should contain:

-    Buyer’s identification data (person’s name or business name, place of residence, registered office or place of business, personal identification number or company identification number – IČ and tax identification number – DIČ), delivery address Buyer’s contact telephone number and email,

-       precise specification of the type and quantity of the goods ordered,

-      delivery method (personal collection, cash on delivery, delivery service provided by the Seller, delivery service provided by the Buyer, etc.), or the relevant term of INCOTERMS 2010

-       requested delivery date

-       order number, date and signature together with a clear indication of the name and position of the signatory.

In the absence of any of the above information, the order may not be accepted by the Seller.

2.3  Following the receipt of a proper binding order from the Buyer, the Seller sends to the Buyer a written confirmation of the order confirming the type of the product, its estimated price, quantity and delivery date. The contract is concluded when the Seller gets the order confirmation back signed by the Buyer.

2.4  The Buyer is entitled to cancel the Contract only with the consent of the Seller and only if the ordered goods have not yet been dispatched or delivered to the Buyer. Otherwise, the Buyer is obliged to pay to the Seller all costs incurred by the Seller in connection with the performance of the Contract (e.g. postage, packing costs and any costs incurred in returning the goods if paid by the Seller).

2.5   Within 24 hours from the conclusion of a Contract, the Buyer is entitled to notify the Seller of any change(s) relating to the goods ordered, using one of the methods referred to in Article 2.2 of these GTC, which the seller undertakes to accept only if the Seller has not yet issued the relevant invoice or if the ordered goods have not yet been dispatched or delivered to the Buyer. If the Buyer does not make any such change to the order, the Contract concluded under Article 2.2 to 2.4 of these GTC shall be considered valid and binding.

 

3         Rights and Obligations of Contracting Parties

 

3.1  Seller's obligation to deliver the ordered goods properly (in accordance with the Contract), on time and to the agreed place of delivery. Buyer's obligation is to properly take over the ordered goods and to confirm this in writing either personally or through a third party (e.g. contracted carrier), and to pay the purchase price in accordance with previously agreed terms and conditions (due date, payment method).

 

4         Distribution of Goods and Takeover Procedures

 

4.1   The place of delivery is the location specified by the Buyer in the binding order, unless otherwise provided in the Contract.

4.2   The time of delivery to a Buyer based (place of business, residence) in the Czech Republic shall be the time of delivery to the first carrier or the moment when the goods are delivered to the Buyer’s premises or collected by the Buyer from the Seller’s premises where allowed by the Seller.

4.3   The time of delivery to a Buyer based (place of business, residence) outside the territory of the Czech Republic is governed by the INCOTERMS 2010 specified in the order, unless otherwise provided in the Contract. In the absence of INCOTERMS 2010 the parties shall proceed according to the provisions of Article 4.2 of the GTC.

4.4   Partial performance of the Contract is possible only by agreement with the Buyer. In the event that the Buyer refuses to accept any goods that has been delivered properly, the Buyer is obliged to pay to the Seller all costs incurred by the Seller in connection with the relevant business case.

4.5   In the event that the goods are collected by the Buyer from the Seller's premises, the receipt of the goods shall be confirmed on the delivery note, which contains – among others – the identification and signature of the Buyer.

4.6   The buyer must examine the goods as soon as possible after the risk of damage to the goods has passed to him pursuant to the provisions of § 427, paragraph 1 and 2 of Act No. 513/1991 Coll., the Commercial Code, as amended (hereinafter referred to as the "Commercial Code"), and to notify the Seller of any identified defects in person, via e-mail or fax or to record the identified defects on the delivery note or the international waybill without undue delay after such inspection.

4.7  In the case the goods are delivered by a carrier, the Buyer shall, before confirming the receipt of the goods in writing, check the information recorded on the waybill or the international consignment note. If it does not match reality, the original packaging is broken or otherwise damaged, the number of packages does not match etc., the Buyer shall indicate this on the carrier’s delivery note, international consignment note or the waybill and draw up a damage report in cooperation with the carrier, or reject the goods as a whole, and subsequently notify the Seller without undue delay.

4.8  The Seller shall – free of charge and without undue delay – remove the defects detected by the Buyer, reported on time and accepted by the Seller, by delivering the missing goods or by providing replacement products. If the defect cannot be remedied or the replacement goods delivered immediately, the Seller shall do so as soon as possible. The Seller shall notify the Buyer of the date.

 

5         Delivery Time

 

5.1   Unless otherwise agreed in the Contract, the goods will be delivered to the Buyer in accordance with the accepted binding order within the following periods:

a)     the goods which the Seller has in stock will usually be supplied as soon as possible according to the specifications contained in the Contract; here, the date of delivery shall mean the date of dispatch, the date of delivery to the carrier or the date the Buyer collects the goods directly from the Seller;

b)    the goods which the Seller does not have in stock will be promptly procured by the Seller. The seller shall notify the Buyer of this fact without undue delay stating the estimated delivery date. If the Buyer makes no written objection to the estimated delivery date communicated by the Seller within a reasonable period after the receipt of the notice and without undue delay, the Buyer shall be deemed to agree to this date of delivery.

5.2  The Seller is still deemed to have met the agreed delivery date, if the goods are on the last day of the delivery period delivered to the Buyer or to a carrier for transportation to Buyer’s delivery destination.

5.3   If the Buyer is in default with the payment of their financial obligations (invoices) under the Contract, the Seller is entitled to suspend further deliveries of goods until full settlement of the outstanding amounts by the Buyer, even in the case of previously confirmed orders. During this period, the Seller is not in default with the performance of their obligations. The delivery time for the suspended deliveries is extended by the period of Buyer’s delay in the payment of the purchase price. The arrangements of Article 9.2 of these GTC shall not be affected.

6         Packing and Transportation

 

6.1   If the Buyer does not describe a specific method of packaging in the order, the goods are packed as usual for the particular type of product, its amount and the agreed mode of transportation.

6.2  Unless otherwise agreed, the Seller chooses the method of packaging and type of shipment they find financially most  advantageous.

 

7         Purchase Price

 

7.1   The purchase price of the goods supplied by the Seller to the Buyer in accordance with the Contract is based on the Seller's price list in force at the time of ordering goods or based on a price quotation obtained by the Buyer from the Seller. The Buyer expresses unconditional acceptance of the purchase price determined in this way.

7.2   If, after the conclusion of the Contract, the costs related to the performance of the Contract change significantly, the parties shall enter into a written amendment to adjust the purchase price in the same manner as they concluded the Contract.

 

8         Invoicing, Payment Terms and Transfer of Ownership and Risk of Damage

 

8.1  For individual purchases, The Sellers and the Buyer usually agree on one of the following methods of payment of the purchase price:

a)       advance payment based on a proforma invoice,

b)       payment by bank transfer to the Seller’s account based on an invoice issued by the Seller – by the due date of the invoice,

c)    payment in cash to the Seller’s cashier when the goods are collected from the Seller’s headquarters or other Seller’s      premises, or to the Seller when the goods are delivered by the Seller directly to the agreed place of delivery.

If the payment method is not agreed in advance, it will be determined by the Seller and indicated on the invoice.

8.2   If the purchase price is to be paid by bank transfer to the Seller’s account, it is not deemed paid until credited to Seller's account.

8.3  The invoice or proforma invoice usually contains the identification of the Seller and the Buyer, specifications of the type and quantity of the goods, invoice date, purchase price, payment due date, price of transportation and any other items not included in the purchase price as well as a signature of the person authorized to act on behalf of the Seller.

8.4 The Seller shall be entitled to require the Buyer to pay a deposit for any special goods or goods modified according to the requirements of the Buyer. Upon receiving a proper binding order, the Seller shall issue a proforma invoice for this deposit as a call for an advance payment. After the payment of the proforma invoice, the binding order is immediately processed by the Seller.

8.5  The Seller issues corrective tax documents (credit notes) only under the following conditions:

a) in the case of a complaint accepted by the Seller in writing, where it is impossible for the Seller to secure and provide the same or adequate substitute goods,

b) if the delivered goods do not agree with the order and the Seller acknowledges this fact in writing.

8.6  Credit notes are normally paid ​​by money transfer or by being offset against unsettled due invoices. The parties have agreed that this payment can also be offset against yet undue monetary claims of the Seller against the Buyer (unpaid invoices). Offset proposals can only be submitted by the Seller to the Buyer. The application must include the Buyer's bank account number, bank code and the number of the credit note.

8.7  The legal title to the goods passes from the Seller to the Buyer once the purchase price is paid in full.

8.8  The risk of damage to the goods passes to a Buyer based (place of business, residence) in the Czech Republic at the time when the Buyer takes over the goods from the Seller or when the Seller makes it possible for the Buyer to take the goods over. In the event that the goods are delivered by carriers, the risk passes to the Buyer when the Seller passes the goods to the first carrier.

8.9     The risk of damage to the goods passes to a Buyer based (place of business, residence) outside the territory of the Czech Republic in accordance with the INCOTERMS 2010 specified in the order, unless otherwise provided in the Contract. In the absence of INCOTERMS 2010 the parties shall proceed according to the provisions of Article 8.8 of the GTC.

 

9         Penalties

 

9.1  In case of Buyer’s default in the payment of the purchase price or any part thereof, the Seller is entitled to charge the Buyer an interest on late payments the amount of which is, according to Section 369 Paragraph 1 of the Commercial Code, governed by the provisions of the civil law.

9.2  In case of Buyer’s default in the payment of the purchase price or any part thereof, the Seller is entitled to charge the Buyer a contractual penalty of 0.2% of the outstanding amount for each day of the delay.

9.3   If the Buyer is in default in the payment of any sum whatsoever due to the Seller for longer than 60 days, or a petition to commence insolvency proceedings against the Buyer’s assets is to be filed, or the Buyer is under liquidation, the seller is entitled to withdraw from the Contract. All claims of the Seller against the Buyer shall become due and payable on the date of the withdrawal from the Contract. The Seller is entitled in this case to require the Buyer to immediately return all yet unpaid goods.

9.4  In case the buyer is in default with regard to reception of the goods, the Seller is entitled to demand compensation for any damage thus incurred.

 

10      Final Provisions

 

10.1 In order to improve the quality of services provided by the Seller, in connection with the development of the legal environment and with regard to Seller’s trade policy, the Seller is entitled to make changes or modifications to these GTC. The Seller shall notify their contractual partners of any such changes in advance on the website of www.prager-stahl.cz. The seller is also obliged to announce the effective date of the changed or modified GTC on the website of www.prager-stahl.cz. If the contractual partner fails to notify the Seller in writing and at least 10 days prior to the effective date of the changed or modified GTC that they disagree with the wording thereof, the changes shall be deemed approved by the other party and become effective on the announced effective date.

10.2 In the event that any provision of these GTC or any provisions of the Contracts with these GTC as an integral part thereof is found invalid or unenforceable, it shall not affect the validity or enforceability of the remaining provisions of the GTC or the Contracts with these GTC as an integral part thereof.

10.3 Unless otherwise specified in the particular Contract, in the event of non-delivery of a document or refusal to accept a document, the document shall be deemed to have been delivered on the 3rd day after posting if being delivered by post, courier or in person. When sent by electronic mail, the document shall be deemed to have been served by being sent to the e-mail address. All correspondence should be sent to the address specified in the particular Contract or to any other address communicated to the other Party.

10.4 The parties agree under Act No.216/1994 Coll that all and any disputes that will arise from this obligation relationship or in connection with it shall be arbitrated in arbitral proceedings (“AP”) by a  sole arbitrator ad hoc. I appoint Mgr. Tereza Vašičková, the certification MSp CR No.492 to be the sole arbitrator. The plaintiff shall deliver the complaint to the address Brno, Cejl 91, postal code 602 00. This address is a delivery address of the arbitrator as well as the place where the AP will be held. The Parties agree that the payment for AP is a cost of the proceeding amounting to Czech crowns six thousand and one and half times the amount of the court costs which was collected in a given case for the proceedings before general courts of the CR according to the valid legislation up to the value of the dispute of  Czech crowns one million. If the value of the dispute is higher, this payment for AP will be increased by the respective amount of the court costs from the amount exceeding. In addition, VAT will be added to the total amount of the payment calculated for AP. In cases of disputes with international element the payment for AP shall be increased by half, in case of disputes with more than two participants it shall be increased by one fifth for the third and each other participant. A claim pursued as a mutual relationship or objection of set-off are charged according to the calculation of payments for AP in full. Specific acts in AP may be charged according to real costs. The discontinuation of arbitration does not have any effect on the arbitrator’s right to the payment of the price of AP, the price already paid for AP shall not be refund. The Parties authorise the arbitrator to carry out the AP in the Czech language, as written proceedings, to decide according to the principles of equity, to issue a decision without reasoning. The Parties agree that the arbitrator can authorize third persons to carry out administrative and economic activities within AP, in particular Unie pro rozhodčí a meditační řízení ČR, a.s (Union for the Arbitral and Mediation Procedure of the CR) operating at the address where  AP will be held and release him from secrecy in this extent. The Parties agree that the provisions of the Czech Code of Civil Procedure shall be adequately applied in regard to the delivery manner; deposition at the court shall be replaced with the deposition by the arbitrator and the publication on the notice board shall be substituted with the publication on www.urmr.cz/vyvesni-deska.

10.5  These GTC shall take preference over the terms and conditions of contractual partners.

 

11      Effective Date

 

11.1  These GTC entered into force and effect on 01.11.2012

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