GENERAL CONDITIONS OF SALES
1. General
(1) Subject to this agreement, the seller is AutoTransTech s.r.o.
(2) According to this agreement, the client or buyer is an entrepreneur or a consumer engaged in professional activities (see Clause 1, paragraphs 5, 6).
(3) All offers follow from the above terms and conditions of delivery. All offers, agreements, terms of orders or acceptance of the lot of the delivered goods must be based on these conditions and be fulfilled during the entire period of validity of the concluded contract. Other conditions not printed and uncertified in the contract are unacceptable to the seller even if he is not objected.
(4) If nothing else is provided for in the confirmation of receipt of the order, all agreements concluded between the seller and the buyer under the rules of this contract are writing prescribed in the contract.
(5) “Consumer” means any legal entity that concludes a transaction with a purpose that can be attributed to its commercial professional activities.
(6) An “entrepreneur” is a legal entity that, when concluding a transaction, performs its commercial or professional activities.
(7) The terms of the contract are valid until the relations between the consumer and the supplier are not fixed otherwise.
2. Offers and related documents
(1) The prices, delivery time, quality indicators, which are stated in the offer, can be constantly changed before the order confirmation.
(1) For the content and weight of the contract, the decisive fact is the written confirmation of the order by the seller.
(2) Additional agreements, amendments, additions, etc. must be certified in writing by the seller.
(3) The seller reserves the copyright and ownership of the schemes, drawings and calculations. This also applies to those written documents that can be regarded as “confidential”. For the transfer of data to third parties, a written permission of the seller will be required.
3. Prices and payment terms
(1) Provided that the terms of the order do not imply anything else, the prices apply to all the goods except packaging; if there is no special agreement, the price for packing will be taken in the amount of 1% of the price for the goods. The packaging used by the seller is intended solely for the transport of goods.
(2) Invoices must be calculated on the basis of the price list valid on the order date, plus value-added tax. Value added tax is not levied only in cases where the conditions for exemption of export deliveries from payment of such a tax are in effect.
(3) In the absence of any special agreement, prices are considered “ex works” (Incoterms® 2010), unpacked.
(4) The seller reserves the right to change its price, if after the conclusion of the contract there was a decrease or increase in costs, a change in the agreement on tariff rates, prices for materials or changes in the prices for supplies.
(5) In the event of a delay in payment, under the conditions that the buyer is an entrepreneur, the seller shall fairly charge the penalty in the amount specified in the contract.
(6) In rare cases, for example, in special production, rare products or a long delivery period, the seller may require a payment of up to 100% when ordering. For the first installment, interest will not be credited. The first installment represents a guarantee of reliability, which should confirm that the buyer will not renounce the contract. If the buyer for any reason rejects the goods or reduces its quantity, the seller will cover the cost of loss from the first installment. The possible remaining difference will be given to the buyer.
(7) Otherwise sounding payment terms should be agreed and recorded in writing in the contract.
4. Delivery, delivery time, failure to meet delivery obligations
(1) An obligatory condition for the commencement of order fulfillment and compliance with the agreed terms is the Customer’s fulfillment of its obligations for cooperation, in particular, the timely provision of all materials, documentation, approvals, examinations and permits, as well as compliance with agreed payment terms. If these preconditions are not properly met in a timely manner, the delivery dates are accordingly extended; this does not apply if the supplier is fully responsible for the delay.
(2) If the failure to meet the delivery dates is due to force majeure or other violations beyond our control, for example, war, terrorist acts, restrictions on imports or exports, including such violations affecting subcontractors, the agreed delivery dates are extended for the period of the breach. This also applies to strikes affecting both us and our suppliers.
(3) If the customer does not fulfill or violates his obligations for cooperation, we have the right to demand compensation for the damage suffered by us, including additional costs, in the amount of 0.5% of the price of the products for delivery, but not exceeding, in aggregate, 5% of the price of the products to supply. Contracting Parties reserve the right to prove a higher or lower cost of additional costs.
(4) Partial deliveries and corresponding invoices are permissible if it is not unreasonable difficulty for the customer.
(5) If the delivery delay is caused solely by a breach of an essential contractual obligation, the buyer can set the total amount of damages in a maximum amount of 5% of the delivery cost. Delay must be recognized in writing by the seller. The seller is not responsible for delay from the supplier.
(6) Force majeure circumstances and events that prevent the seller, irrespective of his own mistakes, in the timely conclusion of a transaction or the delivery of goods, oblige the seller to postpone delivery and performance of duties for a time commensurate with the deployment of new products. If such violations in the form of forced delay last more than 4 months, the buyer can terminate the contract. Terms of termination of the contract remain intact.
(7) Changes in design or form, deviations in color tone, changes in the scope of supply is a right of the manufacturer at the time of delivery of the goods, provided that the changes or differences are acceptable against the interests of the seller to the buyer. Provided that the seller or manufacturer needs a designation in the form of a picture or number for the order or item purchased, they cannot be taken over the rights to a particular product or supplies.
5. Transfer of risks
(1) The ownership of the Goods passes to the Buyer from the moment the Buyer signs the delivery note or, if the Buyer chooses the delivery by the involved carrier, from the moment the driver signs the bill of lading
(2) Risks of accidental damage and loss of the accepted Goods pass to the Buyer simultaneously with the transfer of ownership of the Goods.
6. Claims and Notice of Defects
(1) The customer must immediately notify us in writing, no later than 15 days after receipt of the goods, of any obvious defects. Adhesive labels on boxes, labels with contents and control consignment notes accompanying shipping must be submitted to us together with a notice of defect. Notices of any other defects must be provided by the client in writing immediately after they are discovered.
(2) The date of receipt of the notice of a defect by us determines whether this notice is timely.
(3) If the notice of the defect is unreasonable, we have the right to demand from the client the reimbursement of any expenses incurred by us, unless the client proves that he is not guilty of an unreasonable notification of the defect.
(4) Claims for defects are excluded if notice of a defect is not received in a timely manner.
(5) If spare parts or components have been misused by the buyer or have been improperly assembled, or before being assembled, they have not been re-tested for suitability, the seller assumes no responsibility for the damage.
(6) Seller is not responsible if the supplied products are not used in a special enterprise. The buyer should be acquainted with the results of the examination of the enterprise.
(7) The Seller shall not be liable for consequential damages or in the event that his product does not function due to the failure or rejection of other components.
7. Retention of Title
(1) According to the requirements resulting from the contract, the product remains in the seller’s property until payment is made. If the buyer is a businessman under the trade code, the seller retains the right to ownership of all goods until all payments are received on the terms of the transaction.
(2) The buyer must carefully handle the product and store it correctly; in particular, he is obliged to protect the thing from the dangerous effects of fire and water, as well as from theft at own expense at a replacement cost. In the event that the technical and inspection work is necessary, the customer must conduct them on time at his own expense.
(3) In the case of seizure or other interventions of third parties the buyer shall immediately in writing notify the seller, so that the seller could act in accordance with § 771 of the Civil procedure code. In case, if third parties cannot, according to § 771 of the Civil procedure code, reimburse the seller for the judicial and extrajudicial costs, then the buyer is liable for the suffered loss of the seller.
8. Confidentiality
(1) All information provided by the Parties to each other in the process of pre-negotiation, negotiation, conclusion and execution of this Agreement and which is not publicly available, it is recognized confidential.
(2) “Confidential information” means any information provided in a document (in paper, electronic or other media) or oral, including price lists, pricing policies, discount policies and other information related to the activities of the Parties.
(3) It is prohibited to copy, reproduce, distribute or use such information and disclose it to third parties without prior permission of the information’s owner.
(4) Each of the Parties is obliged to maintain the confidentiality of information provided by the other Party under the Agreement.
(5) The Parties undertake not to disclose confidential information to third parties without the written permission of the other Party. Parties limit the disclosure of confidential information, providing access to it only to those employees whose work requires knowledge of such information. The above-mentioned workers should be aware that they are obliged to maintain the confidentiality of information and restrict its use to the framework of the Agreement.
(6) Parties shall maintain the confidentiality of information obtained from the other Party, both before and after conclusion of the Agreement.
9. Changing the relationship with the buyer
(1) In the event of bankruptcy or excessive indebtedness of the buyer or in the event of insolvency or bankruptcy of the buyer’s assets, the seller is entitled at his choice to present his rights or revoke all orders in accordance with the contract.
10. Assignment of claims
(1) The assignment of any concessions upon presentation of claims arising from the business relationship between the seller and the buyer is excluded.
11. Protection of Personal Information
(1) The seller has the right to receive all data about the buyer with whom he enters into business relations, in accordance with the provisions of the Federal Data Protection Act, to store them electronically, process and use for business purposes.
12. Place of jurisdiction – place of performance
(1) Under the conditions that the buyer is an entrepreneur under commercial code, legal entity of a public law or a public fund, the place of jurisdiction is the location of the seller. The seller also has the right to file a complaint against the buyer from the court at his place of residence.
(2) Provided that the confirmation of the order does not imply anything else, the seller’s location is the place of performance.
13. Other applicable rights
(1) International law applies to contractual relations.
(2) If certain provisions of general business conditions are not applied, in general, the operation of the contract remains inviolable. Invalid provisions shall be replaced existing in accordance with laws and regulations.
