General Trade Condition

1. Applicability of the General Business Terms and Conditions
1.1 These General Business Terms and Conditions form an integral part of individual purchase contracts entered into between the Seller and the Buyer or individual contracts for work entered into between the Contractor and the Principal.
1.2 The business organisation BOHEMIA MACHINE s.r.o. with its registered seat at Zámecká 1177, 582 91 Světlá nad Sázavou, Identification Number 455 37 011, registered in the Commercial Register kept by the Regional Court in Hradec Králové, Section C, File No. 1592 is the Seller or Contractor in these General Business Terms and Conditions.
The entity referred to as the buyer or contractor in the Order Confirmation is the Buyer or Principal in these General Business Terms and Conditions.
1.3 The Purchase Contract consists of an Order Confirmation executed by the Seller, and these General Business Terms and Conditions. These General Business Terms and Conditions shall also become an integral part of the Purchase Contract in cases when the Seller only delivers a separate Order Confirmation to the Buyer. These General Business Terms and Conditions signed by the contracting parties in relation to the respective Order Confirmation shall also become an integral part of all the fol Checklowing Order Confirmations delivered by the Seller to the Buyer.
The Contract for Work consists of an Order Confirmation executed by the Contractor, and these General Business Terms and Conditions. These General Business Terms and Conditions shall also become an integral part of the Contract for Work in cases when the Contractor only delivers a separate Order Confirmation to the Principal. These General Business Terms and Conditions signed by the contracting parties in relation to the respective Order Confirmation shall also become an integral part of all the following Order Confirmations delivered by the Contractor to the Principal.
By confirming the order, the Seller or the Contractor responds to a previous demand or order from the Buyer or from the Principal. The Order Confirmation substitutes in full any prior legal acts of the contracting parties, including any possible Seller's or Contractor's offer, unless expressly provided for otherwise in the Order Confirmation content.
1.4 If the express content of the Order Confirmation differs from any individual provision of these General Business Terms and Conditions, the respective express provision of the Order Confirmation shall prevail over the different provision of these General Business Terms and Conditions, and such different provision of these General Business Terms and Conditions shall not become a part of the purchase contract entered into within the meaning of Article 1.1 of these General Business Terms and Conditions (in the text of the General Business Terms and Conditions hereinafter referred to as the "Purchase Contract").
If the express content of the Order Confirmation differs from any individual provision of these General Business Terms and Conditions, the respective express provision of the Order Confirmation shall prevail over the different provision of these General Business Terms and Conditions and such different provision of these General Business Terms and Conditions shall not become a part of the contract for work entered into within the meaning of Article 1.1 of these General Business Terms and Conditions (in the text of the General Business Terms and Conditions hereinafter referred to as the "Contract for Work").
1.5 The Purchase Contract or the Contract for Work is entered into between the Buyer and the Seller, or between the Principal and the Contractor, upon expiration of 5 days from the date the Seller (Contractor) delivers the Order Confirmation in writing to the Buyer (Principal).
1.6 However if the Buyer/Principal notifies the Seller/Contractor in writing within 5 days according to Article 1.5. of these General Business Terms and Conditions of its refusal of the Order Confirmation or suggests any change in the Order Confirmation content, the Purchase Contract or the Contract for Work according to Article 1.5. of these General Business Terms and Conditions shall not be entered into.

2. Making a Delivery
2.1 The goods the Seller is obliged to deliver to the Buyer on the basis of the Purchase Contract are defined by their identification in the Order Confirmation. If the Order Confirmation refers to any drawing or other specification of the goods, the Seller is obliged to provide the Buyer with the goods in the version complying with such drawing or specification; the same shall apply if the Seller and the Buyer agree on the respective version of the goods in a special agreement after delivery of the Order Confirmation by the Seller to the Buyer.
2.2 In the case of the Contract for Work, Article 2.1. of these General Business Terms and Conditions shall accordingly apply to the manner of the work performance.
2.3 If the Order Confirmation refers to the Seller's catalogue in identification of the goods according to Article 2.1. of these General Business Terms and Conditions, the Seller is obliged to provide the Buyer with the goods in the version described in such catalogue.
In the case of the Contract for Work, provisions of the previous sentence of this Article of these General Business Terms and Conditions shall apply accordingly.
2.4 If the Seller and the Buyer agree that the goods the Seller is to provide to the Buyer according to the Purchase Contract must comply with the sample the Seller handed over to the Buyer (and the Buyer approved such sample), the Seller is obliged to provide the goods to the Buyer in the version corresponding to such sample.
In the case of the Contract for Work, provisions of the previous sentence of this Article of these General Business Terms and Conditions shall apply accordingly.
2.5 The Order Confirmation specifies the quantity of the goods, which the Seller is obliged to deliver to the Buyer on the basis of the Purchase Contract, and which the Buyer is obliged to take over from the Seller and to pay the purchase price thereof.
2.6 In the case of the Contract for Work, Article 2.5 of these General Business Terms and Conditions shall accordingly apply to the scope of work.
2.7 Unless the Order Confirmation expressly states otherwise, the Seller shall deliver the goods which are the subject of the Purchase Contract in quality corresponding to Basic Quality Standard issued by BOHEMIA MACHINE s.r.o. The Basic Quality Standard is an integral part of General Business Terms and Conditions and is available on the Seller´s intranet. By concluding the purchase contract between the Seller and the Buyer and by Buyer´s confirming the Order Confirmation, the Buyer takes a note of the Basic Quality Standard and expresses agreement with its contents.
2.8 In the case of Contract of Work, provisions of the previous Article 2.7 of these General Business Terms and Conditions shall apply accordingly.

3. Time and Place of Handover of the Goods or Performance of the Work
3.1 The period, within which the Seller has to provide the goods specified in the Order Confirmation to the Buyer (hereinafter referred to as the "Goods" in the text of these General Business Terms and Conditions), is specified in the Order Confirmation.
In the case of a Contract for Work, the provisions of the previous sentence of this Article of the General Business Terms and Conditions shall apply for the period, during which the Contractor is obliged to perform for the Principal the work defined in the Order Confirmation accordingly (in the text of these General Business Terms and Conditions below referred to as the "Work").
3.2 The Seller is entitled to provide the Goods not only at once, but also in individual batches.
In the case of the Contract for Work, provisions of the previous sentence of this Article of these General Business Terms and Conditions shall accordingly apply to the method of handover of the subject of the Work.
3.3 Unless the Order Confirmation provides for otherwise, the Seller is obliged to hand over the Goods to the Buyer in the Seller's plant at the address Světlá nad Sázavou, Zámecká 1177 or at the address Nová Ves ____, not loaded on the means of transport. The Seller is entitled to choose one of the aforementioned locations for handover of the Goods, being obliged to notify the Buyer of the chosen place sufficiently in advance of the moment the Goods are to be handed over to the Buyer according to the Purchase Contract.
In the case of the Contract for Work, provisions of the previous sentences of this Article of these General Business Terms and Conditions shall accordingly apply to the method of handover of the subject of the Work.
3.4 If the Order Confirmation includes the delivery clause referring to Incoterms 2010 (Rules of the International Chamber of Commerce for application of delivery terms in domestic and international trade valid from 1 January 2011), the Seller is obliged to hand over the Goods to the Buyer at the place and in the manner defined in the specified delivery clause.
The obligations defined for the Seller and for the Buyer by a concrete delivery term of Incoterms 2010, which the Order Confirmation text contains, shall become a part of the Purchase Contract content to the extent to which the individual Seller's and Buyer's rights are not expressly defined in the Order Confirmation differently from the specified delivery term of Incoterms 2010.
If a certain provision concerning the Seller's and the Buyer's obligations defined in any Incoterms 2010 delivery term, which the Order Confirmation text includes, contradicts any express provision of these General Business Terms and Conditions, the respective provision of the Incoterms 2010 delivery term shall prevail over such different provision of these General Business Terms and Conditions, and the respective different provision of these General Business Terms and Conditions shall not become a part of the Purchase Contract.
3.5 In the case of a Contract for Work, Article 3.4. of these General Business Terms and Conditions shall accordingly apply to the manner of handover of the subject of the Work by the Contractor to the Principal.
3.6 If in the period between the moment the Purchase Contract is entered into and the moment the Seller is obliged to hand over the Goods to the Buyer on the basis of such Purchase Contract the Buyer will be in delay with the purchase price payment, which the Buyer is obliged to make to the Seller on the basis of another purchase contract entered into between the Seller and the Buyer or will be in delay with payment of the work price, which the Buyer as the principal is obliged to make to the Seller as the contractor on the basis of a contract for work entered into between the Buyer and the Seller, the Seller will be entitled to unilaterally extend the period, during which the Seller has to hand over the Goods to the Buyer by at least the same number of days, for which the delay of the Buyer with purchase price payment based on such other purchase contract (or the delay of the Buyer as the principal in the said contract for work) exists. The Seller is obliged to notify the Buyer in writing of such unilateral extension of the period for handover of the Goods.
3.7 If in the period between the moment the Purchase Contract is entered into and the moment the Contractor is obliged to hand over the Work to the Principal on the basis of such Contract for Work the Principal will be in delay with the purchase price payment, which the Principal is obliged to make to the Contractor on the basis of the purchase contract entered into between the Contractor and the Principal or in delay with payment of the work price, which the Principal is obliged to make to the Contractor on the basis of another contract for work entered into between the Principal and the Contractor, the Contractor will be entitled to unilaterally extend the period, during which the Contractor has to hand over the performed Work to the Principal by at least the same number of days, for which the delay of the Principal with the work price payment based on such other contract for work (or the delay of the Principal as the buyer being a party to the said purchase contract) exists. The Contractor is obliged to notify the Principal in writing of such unilateral extension of the period for handover of the performed Work.
3.8 Unless the Order Confirmation text stipulates otherwise, the Seller is obliged to pack the Goods in a manner necessary for preserving the Goods and their protection as needed during transport and other handling of the Goods made in a usual manner.
In the case of the Contract for Work, provisions of the previous sentence of this Article of these General Business Terms and Conditions shall accordingly apply to the method of handover of the subject of the Work.
3.9 The Seller is only obliged to hand over to the Buyer along with the Goods the documents which are expressly specified in the Order Confirmation.
In relation to performance of the Work and handover of the subject of the Work by the Contractor to the Principal, the Contractor is only obliged to hand over to the Principal the documents which are expressly specified in the Order Confirmation.
3.10 If the Buyer is in delay with takeover of the Goods after the deadline for handover of the Goods as defined in the Purchase Contract, the Buyer will be obliged to pay the Seller a contractual penalty in the amount of 0.05% of the purchase price (as agreed in the Purchase Contract) of the Goods, with the takeover of which the Buyer is in delay, for each day of the delay.
3.11 If the Principal is in delay with takeover of the subject of the Work after the deadline of the Work performance and handover resulting from the Contract for Work, the Principal will be obliged to pay the Contractor a contractual penalty in the amount of 0.05% of the price of the Work, with which the Principal is in delay, for each day of the delay.


4. Purchase Price, Work Price and its Maturity
4.1 The amount of the purchase price including specification of the currency, in which the purchase price is payable, shall be quoted in the Order Confirmation.
If the currency, in which the purchase price has been agreed, is not specified in the Order Confirmation, it shall apply that the purchase price has been agreed to be quoted in Czech crowns.
4.2 If it is not expressly specified in the Order Confirmation text whether the purchase price amount specified in the Order Confirmation is quoted exclusive of value added tax or inclusive of value added tax, it shall apply that the purchase price amount specified in the Order Confirmation is quoted exclusive of value added tax and the Buyer is obliged to pay the Seller the purchase price in the amount specified in the Order Confirmation text plus the value added tax at the statutory rate.
4.3 The purchase price is payable until the deadline specified in the invoice issued by the Seller and delivered to the Buyer at the address specified in the Order Confirmation text.
The Seller is entitled to send the invoice to the Buyer just by e-mail to the Buyer's e-mail address specified in the Order Confirmation or to the e-mail address the Buyer shall disclose to the Seller for the purpose of mutual communication.
The Seller is obliged to set out the maturity period for the Buyer in the invoice issued in the aforementioned manner not shorter than 14 days from the invoice issue date, and is obliged to send the invoice to the Buyer without undue delay after it is issued or to provide it along with provision of the Goods.
4.4 In the case of any Contract for Work, Articles 4.1. to 4.3. of these General Business Terms and Conditions shall accordingly apply to the amount, the currency as well as the maturity of the work price.
4.5 If the Buyer is in delay with the purchase price deposit payment (provided the Buyer's obligation to pay the deposit results from the Order Confirmation or other agreement between the Seller and the Buyer), or if the Buyer is in delay with the purchase price payment, the Buyer undertakes to pay the Seller a contractual penalty in the amount of 0.05% of the purchase price deposit amount or of the purchase price amount, with which the Buyer is in delay, for each day of the delay.
4.6 If the Principal is in delay with the work price deposit payment (provided if the Principal's obligation to pay the deposit results from the Order Confirmation or other agreement between the Contractor and the Principal), or if the Principal is in delay with the work price payment, the Principal undertakes to pay the Contractor a contractual penalty in the amount of 0.05% of the work price deposit amount or of the work price amount, with which the Principal is in delay, for each day of the delay.
4.7 The Buyer is not entitled to unilaterally set off any of its receivables, including any receivable acquired by assignment from another person, against the Seller's receivable represented by the purchase price deposit or the purchase price
4.8 The Principal is not entitled to unilaterally set off any of its receivables, including any receivable acquired by assignment from another person, against the Contractor's receivable represented by the work price deposit or the work price.
4.9 The Buyer shall only become the owner of the Goods after the full purchase price agreed to be paid for handover of the Goods is paid. The Buyer undertakes not to sell the Goods or otherwise hand them over to any third party for the purpose of transfer of the title to the Goods to such party before the Buyer acquires the title to the Goods.


5. Withdrawal from the Contract
5.1 Either contracting party may only withdraw from the Purchase Contract or from the Contract for Work for the reason that the other contracting party has violated any of its obligations resulting for such party from the Purchase Contract or from the Contract for Work in a material manner, or for the reason agreed in the Purchase Contract or in the Contract for Work.
5.2 The Buyer's or Principal's delay with payment of the purchase price deposit or the work price deposit, or with payment of the purchase price or the work price for more than 14 days after delivery of written notice sent by the Buyer to the Seller or by the Principal to the Contractor after the maturity period of the purchase price deposit or the work price deposit (or maturity period of the purchase price or the work price) elapsed, will be, among other things, considered as a violation of obligations resulting from the Purchase Contract or from the Contract for Work in a material manner.
The Buyer's or Principal's delay with takeover of the Goods or the subject of the Work for more than 45 days from the date the Buyer should have taken over the Goods or the subject of the performed Work according to the Purchase Contract (or the Principal according to the Contract for Work) will also be considered as a violation of the obligation resulting from the Purchase Contract or the Contract for Work in a material manner.
5.3 Either contracting party may withdraw from the Purchase Contract or from the Contract for Work in the case that bankruptcy of the other contracting party based on a judicial decision occurs in the period before payment of the purchase price or the work price in the full amount.


6. Guarantee; Indemnity
6.1 The Seller provides the Buyer with a guarantee for the Goods.
The Contractor provides the Principal with a guarantee for the Work.
6.2 The Seller assures the Buyer on the basis of the guarantee that the Goods handed over according to the Purchase Contract will be fit for normal use during the guarantee period.
The Contractor assures the Principal on the basis of the guarantee that the Work performed according to the Contract for Work and handed over to the Principal will be fit for normal use during the guarantee period.
6.3 Unless expressly specified otherwise in the Order Confirmation, the guarantee period is 24 months.
6.4 The guarantee rights shall not be established for the Buyer in the case when the defects of the Goods were caused by external events after passing of the risk and were not caused by the Seller or by the person, with the help of whom the Seller performed its obligations according to the Purchase Contract towards the Buyer.
The Principal's guarantee rights shall not be established if the defects of the Work or defects of the subject of the Work occurred after performing the Work and handing the work over to the Principal due to external events and were not caused by the Contractor or persons, with the help of whom the Contractor performed its obligations towards the Principal resulting from the Contract for Work.
6.5 If the Buyer incurs any damage or other harm in relation to violation of the Seller's obligation, the Seller will be obliged to compensate the Buyer for such damage provided other conditions for establishing the obligation to pay the Buyer the damage or other harm are fulfilled, however to the maximum total amount equalling 20% of the purchase price agreed by the Purchase Contract.
However the Seller is not obliged to pay the Buyer any damage or other harm in excess of the damage or harm, which the Seller foresaw (or could foresee on the basis of the information the Seller received from the Buyer) at the moment the Purchase Contract was entered into, as a possible consequence of violation of any of its obligations resulting from or based on the Purchase Contract.
6.6. If the Principal incurs any damage or other harm in relation to violation of the Contractor's obligation, the Contractor will be obliged to compensate the Principal for such damage provided other conditions for establishing the obligation to pay the Principal the damage or other harm are fulfilled, however to the maximum total amount equalling 20% of the work price agreed by the Contract for Work.
However the Contractor is not obliged to compensate the Principal for any damage or other harm in excess of the damage or harm, which the Contractor foresaw (or could foresee on the basis of the information the Contractor received from the Principal) at the moment the Contract for Work was entered into as a possible consequence of violation of any of its obligations resulting from or based on the Contract for Work.
6.6. The provisions of Articles 6.5. and 6.6. of these General Business Terms and Conditions shall not apply to cases when the damage or other harm was caused by the Seller to the Buyer or by the Contractor to the Principal deliberately or due to gross negligence.

 

7. Governing Law; Settlement of Disputes
7.1 The purchase contract and all the rights and obligation resulting from it, as well as the form and manner of entering into the purchase contract including its amendments are governed by the law of the Czech Republic with exclusion of the UN Convention on Contracts for the International Sale of Goods, 1980.
The Contract for Work as well as all the rights and obligation resulting from it, as well as the form and manner of entering into the contract for work including its amendments are governed by the law of the Czech Republic.
7.2 The contracting parties have agreed that the District Court in Havlíčkův Brod will be the court with local jurisdiction to decide disputes between the Seller and the Buyer resulting from the Purchase Contract, or between the Contractor and the Principal resulting from the Contract for Work, provided district courts have jurisdiction to decide the respective dispute in the first instance pursuant to the legal rules of the Czech Republic, or that the Regional Court in Hradec Králové will be the court with local jurisdiction, provided regional courts have jurisdiction to decide on the respective dispute in the first instance pursuant to the legal rules of the Czech Republic.


8. Final Provisions
8.1 These General Business Terms and Conditions have been agreed in two counterparts as a part of the Purchase Contract or the Contract for Work. Each contracting party shall receive one counterpart.
8.2 These General Business Terms and Conditions as an integral part of the Purchase Contract shall supersede all previous agreements between the contracting parties concerning their mutual rights and obligations, which might relate to purchase and sale of the Goods according to the Purchase Contract, where appropriate.
These General Business Terms and Conditions as an integral part of the Contract for Work shall supersede all previous agreements between the contracting parties concerning their mutual rights and obligations, which might relate to performance of the Work according to the Contract for Work, where appropriate.
8.3 The written form is fulfilled for the respective legal acts (Order Confirmation, Order Confirmation refusal), if the legal act is made as a deed affixed with signatures of the persons authorised to act on behalf of the respective contracting party in their own hand, or (as the case may be) if a scan of such deed is delivered to the other contracting party by e-mail in the case of communication between the contracting parties by electronic mail, provided a legal act is in question, the subject of which is the purchase price or the work price in the amount of at least CZK 100,000.
If a legal act is in question, the subject of which is the purchase price or the work price up to CZK 100,000, the requirement for a written form for the individual legal act will be considered as fulfilled also in the case when the respective legal act is recorded in an e-mail message without affixing the signature in the party's own hand.
If the purchase price or the work price has been agreed in a currency different from Czech crowns, the rules specified above in this Article are valid without any change; for the purpose of subordination of the respective legal act to one of the aforementioned rules, the agreed purchase price or the work price shall be converted from the currency in which the purchase price or the work price has been agreed, into Czech crowns using the Czech National Bank exchange rate applicable on the date the Order Confirmation is delivered by the Seller to the Buyer or by the Contractor to the Principal.
8.4 These General Business Terms and Conditions may only be agreed, altered, amended or cancelled by a legal deed executed in writing, affixed with signatures of persons (in their own hand) authorised to act on behalf of the contracting parties.

 

 

_______________________________ _______________________________
For BOHEMIA MACHINE s.r.o. For the Buyer / For the Principal