General Trade ConditionsI. GENERAL PROVISIONS These General Trade Conditions (hereinafter as the GTC) regulate the mutual rights and obligations of two contractual parties, that is a supplier and a consumer, following from their mutual business cooperation. A part of the GTC are also the warranty guidelines. For the purposes of these GTC it is understood:
The contractual trade relation between the supplier and the consumer is governed by the legislature of the Czech Republic, namely by the Act No. 513/91 Coll., "Commercial Code" (as amended) and by these GTC creating an inseparable part of this relation. The consumer will obtain the GTC at his first order issued after the term of their coming into effect. The fact that the consumer received, got acquainted with and agrees with the GTC shall be confirmed by his signature. By any other order, be it sent by telephone, in electronic or another way, the consumer confirms his agreement with these GTC of the supplier, that is also in the given case if the agreement is not confirmed in written. These GTC of the company KOVO-PLAZMA s.r.o. take precedence over any other trade conditions of the consumer. If the supplier and the consumer agree on the terms differing from these stated in these GTC, then their mutual agreement will take precedence over these GTC. However, this agreement shall be effective only provided that it is concluded in a form of a written order of the consumer with a positive approval of the supplier and/or a written sales contract confirmed by signatures of representatives of both parties. The GTC are public and freely available in all offices of the supplier and on his home Internet page www.kovoplazma.cz. II. OBCHODNÍ PODMÍNKY
1) It is possible to give and take the orders out of hours only upon the prior mutual arrangement. During the holidays the working hours are usually restricted. A MANNER OF ORDERING The order is a unilateral binding legal operation of the consumer addressed to the supplier. It is possible to deliver the offer to the supplier by fax, e-mail, and mail or personally, the contacts see above in the text. The supplier will not accept the order of the consumer sent by telephone or delivered personally if it is not supported by a written order (the written text including fax and e-mail) with the bellow mentioned elements. The order must contain:
If the order does not contain any of the above-mentioned specifications, the supplier is entitled to proceed according to these GTC or possibly according to his own standard procedures. The material for the product is used in a common and on the market usual quality and kind according to the valid ČSN (the Czech State Standard) without any special claims. The margin of sizes of the product according to ČSN ISO 2768-m (applies to LASER). At the first order the consumer must add a copy of the Trade Certificate and the certificate of tax registration.
A confirmation of the order, technical explication and concluding the contracts The Order shall be checked by the employees of trade-technical division (hereinafter as the TTD) of the supplier. The supplier reserves the right to reject the order. In case of any technical opacity it is necessary to remove it. The supplier is represented by the employees of the TTD in the technical affairs. If there are more forms (versions) of technical specifications of the consumer, these are according to their precedence arranged in the following way of priority:
In case of repeated production the consumer is obliged to state in the offer also the numbers of the technical documentation including the version (revision). Shall the consumer fail to state possible changes from the last order, the product/goods will be delivered in the same design. Shall the supplier accept, that is approve in written (in a form of a letter, fax, record, e-mail) the order as binding, the consumer will be notified and the order will be allocated its order number. At this moment the consumer and the supplier enter into the contractual trade relation with the supplier being obliged to deliver the ordered products/goods to the consumer and the consumer being obliged to take them over and pay duly and in time. Exclusively and only the authorised employees of the TTD or the representatives of the company are allowed to approve the orders and conclude the sales contracts. In case of the order object value higher than CZK 10,000 only a manager of the TTD and the representatives of the company are authorised. In case that a value of a single delivery exceeds CZK 10,000 or repeated deliveries for one consumer with a total of an overall value in one month (or possibly in previous 30 days) exceed CZK 10,000, the contractual trade relation between the supplier and the consumer must be concluded in a form of the written sales contract. Term of delivery The term of delivery (the term) is announced to the consumer concurrently with acceptance of the order, or possibly it is stated in the sales contract. The consumer is obliged to keep the term of delivery. Shall he fail to keep the term, the consumer is entitled to claim a deduction in an amount of 0,05% of a price of the object of performance for each due calendar day. The supplier is entitled to shift the term of delivery (the term) in a range of a day for a day without any right of the consumer to claim deduction in cases when the consumer changes the technical specifications of the object of performance or is in delay with the order or its technical specifications or is in delay with supplying the material for production. In cases of the obligatory written sales contract (the objects of performance with a price exceeding an amount of CZK 10,000) the term of delivery begins on the day of delivery of a duly signed sales contract into the premises of the supplier. Price, payment and invoicing A purchase price is concluded on the basis of the price list of the supplier valid on a day of ordering goods by the consumer. The supplier shall inform the consumer of a price in a form of the price offer with timely restricted validity and the consumer shall agree it by a signature of the order, sales contract, signing the price agreement or signing the delivery certificate. The price is ordinarily determined as EXW or FCA. The payments for products/goods under CZK 3,000 are usually made cash at the cashdesk of the supplier with the consumer obtaining the delivery certificate and the tax certificate confirming the payment. The payments for products/goods over CZK 3,000 are made in several possible ways. The consumer obtains the delivery certificate and the tax certificate while the supplier reserves the right to determine, if not agreed otherwise in the written contract, whether he will deliver the goods upon its full payment or upon the deposit payment (a deposit invoice, substantiated bank transfer, cash etc.) or prior to the payment (purchase on the invoice with subsequent payment in a due term). The decisive criterion is the payment morale of the consumer and his credibility. The invoice maturity is usually 14 calendar days. Individually and in accordance with the payment morale of the consumer and his credibility it is possible to determine it differently. If the term of maturity is extended over 30 days, the supplier is entitled to charge a fee for financial services (providing a credit). At already issued invoices the backward extending the maturity term is not possible. Justified complaints for the invoice are allowed only in written and in the term of maturity of the invoice. Minimizing the items in the invoice, unless being agreed upon in writing, is not possible. The payment is done when appearing on the account of the supplier or deposition of the financial amount at the cashdesk of the supplier or payment of the cash on delivery to the carrier in case of cash on delivery. The proprietary rights to the delivered product/goods are transferred on the consumer at the moment of payment all the purchase price and any other obligations (a contractual penalty, due interest etc.) Shall the consumer fail to pay for the delivered goods in the agreed term, he obliges himself to pay the supplier the contractual penalty in first 30 days following the maturity date in the amount of 0,05% and then 0,1% of a due amount for every calendar due day. Shall the consumer fail to pay a whole purchase price in the invoice payment term, the supplier is entitled to withdraw from the contract. In this case the right of the supplier for the loss compensation is not affected. A credit The consumers with good payment morale, who repeatedly use the services of the consumer, may be assigned a so-called credit, it is a financial limit for the highest possible balance of the supplier. This credit determines the highest possible total of the amounts of the unpaid invoices issued by the supplier for the consumer without any consideration of their maturity, which necessarily does not lead to retention of the product/goods. The credit is assigned exclusively by the consumer and he is entitled to change it. The amount of the credit usually equals to the amount of the month volume of the products/goods purchase. The consumers interested in using the credit specified by the supplier and payment after the delivery must conclude the contract on payment conditions and securing the performance of obligations with the supplier. This contract states especially the maturity term of the invoices and the amount of the credit for the consumer. A part of the contract is also a blank bill signed by the statutory representatives of the consumers. The blank bill serves for securing the performance of obligations of the consumer toward the supplier and the contract does not permit the supplier to use the blank bill for any other purposes. The product/goods acceptance, the place of acceptance, transfer, storage fee The product/goods acceptance is possible only on provision that the consumer has no financial obligations towards the supplier upon the maturity date in connection with the previous deliveries with taking into account the possibly assigned credit. If not stated otherwise in written, the product is delivered without any surface finishing, unpacked and ready to the purchase in a form of "freely laid." The place of acceptance of the object of performance is the premises of the supplier. The consumer is obliged to check his products/goods at the moment of their acceptance regarding the number of pieces as well as the quality. The acceptance of the product/goods and agreement with the warranty conditions and the warranty guidelines is confirmed by the consumer by signing the delivery certificate. If the consumer demands a delivery in a different place, he is obliged to cover the transport, handling and possibly also other costs relating to the transport of this product/goods in an appropriate amount. The goods may be also sent on cash on delivery by mail as a business package or by courier service. The goods is sent in a way determined by the consumer in the order agreed by the supplier. At the acceptance of goods from the carrier the consumer is obliged at the presence of the carrier or his deputy to check the state and amount of delivered goods. In case of loss or damage of the goods at the transport the consumer is obliged to file a record on damage or loss of the product/goods with the representative of the carrier so that it is possible to claim a compensation of incurred loss at the carrier. The representative of the carrier shall confirm this record. The consumer shall without any delay and in writing inform the representative of the supplier of the incurred loss (3 days at the latest) and as an appendix will send a record filed with the carrier. Shall the consumer fail to file the aforementioned record it is considered that the consumer refrains from the compensation for damaged or missing parts of the delivery. Shall the consumer fail to take the product/goods from his own reasons (even from the reasons of non-paying), all the costs relating to the repeated delivery or storage will be paid in full amount. Shall the consumer fail to take the product/goods by 10 calendar days following the agreed date, the supplier is entitled to invoice the product/goods, to storage it and charge also the storage fees. At this moment the warranty term for the product/goods begins and a danger of a damage caused in connection with storage is transferred to the consumer. The storage fee is charged usually in the amount of 0,05% of the price of the object for each calendar day while the maximum term is 90 calendar days. After this term the product/goods is forfeited in the supplier's benefit and the consumer is obliged to pay the supplier the contractual penalty in the amount of 100% of the price of the object of performance. Storage of a production material of the consumer in the premises of the supplier is possible only upon the written agreement as a paid service. The consumer is obliged to take together with the product/goods the rests of the material of the consumer used for manufacturing and shall he fail to do so, the supplier will storage it on the costs of the consumer for 3 working days and after that he will without any appeals and demands liquidate it. Retention of the product/goods by the supplier If the consumer has any unsettled financial obligations or any due invoices towards the supplier and the invoicing of other goods delivery reached the determined credit, the supplier retains the following deliveries of goods to the consumer until the date of obligations settlement or drawing the credit by the consumer. The consumer is informed by fax, telephone or e-mail of the retention of deliveries. Such retention of the product/goods cannot be considered as delay in the term of delivery from the party of the supplier. III. THE WARRANTY GUIDELINES Identification of the product/goods The supplier marks his products for possibility of later identification. Marking is carefully performed so that the product does not get damaged and the consumer does not incur any loss. It depends on the supplier whether the manner of marking is agreed with the consumer in advance or not. Guarantees for quality, responsibility for defects The supplier provides warranty for his products for a term of 24 months following the day of accepting the products/goods by the consumer. The supplier guarantees the quality of his work and performance of the object of performance in accordance with the technical specifications of the consumer stated in the agreed order or sales contract including used materials and possible surface finishes. The consumer is entitled to claim the warranty only at the products/goods, which show provable defects, are fully guaranteed and were provably delivered by the supplier. The consumer is obliged to secure the check-up of the product/goods regarding the number of pieces, quality of its surface, corrosion and obvious deformations in a shape at its acceptance, a following professional check-up of the other proprieties (dimensions etc.) following its acceptance as soon as possible. Shall he fail to do so, he can claim the compensation for the defects on the product/goods additionally, but only if he is able to prove that the product/goods was defected at the time of its acceptance from the supplier. The warranty does not apply to any materials delivered by the consumer and to any constructional solutions utilized by the consumer and from this solution following dangerousness and functionality of the products. The warranty does not apply to fair wear and tear common for the given operation of the product, to safety devices damages following from their safety function, to any measuring devices, any damages caused by atmospheric influences, natural disasters, wrong storage, chemical reactions, unprofessional handling and a disturbing interference of the third parties. If the consumer uses the delivered products/goods for further processing, it is considered that he checked them thoroughly including applying a professional care and has stated that the products/goods were in an appropriate state. Any claims of the consumer for compensation of the damage incurred after further processing of the delivered product/goods (for example its insertion in the bigger whole) are excluded. The products/goods of the third parties delivered by the supplier are guaranteed by the supplier with regards to an extent of the warranty conditions of these third parties. The warranty period begins in case of failure of the consumer to take the goods in the agreed term on that day. Similarly it applies in case of retention of the product/goods by the supplier on grounds of the consumer' failure to pay. A claiming and examining the complaint If the consumer finds any damage on the object of performance, he is obliged to notify the supplier without any delay of this fact and to prove the origin of the product/goods at the supplier. Shall he fail to do so, the warranty expires. The written announcement of a defect - complaint is considered a fax, e-mail, registered letter and record from the negotiation delivered to the supplier to his premises. Any other forms are non-commital. In the complaint the consumer must state a detailed description of the defect and his own opinion whether the defect prevents the use of the product and if it is or is not removable. It is appropriate to mention a manner of expected complaint settlement for the case of its rightfulness. A proof of the origin of the product/goods at the supplier is considered to be a submittance of the delivery certificate and a complete claimed product. The consumer is obliged to announce the defects based on the number of pieces, damaged surface or corrosion in writing at least 5 days following the date of taking the object of performance. Shall he fail to do so, the later claimed defects are considered as defects ocurred after the taking of the object of performance by the consumer and the supplier does not bear any responsibility. The supplier is entitled to check through his representatives at the spot whether the claim is rightful of not and the consumer is obliged to allow him to do so. Rightful claim In case that the claim is rightful, the supplier shall acknowledge it and offer to the consumer a compensatory performance in the following order:
The supplier reserves the right to replace the damaged and non-reparable products/goods by the non-defected ones. The defected parts, which were replaced or substituted by a compensatory performance are a possession of the supplier and must be returned to him. The compensatory performance in cash is applicable only exceptionally on the basis of concluded written sales contract and only in the Czech Crowns in the maximum amount equivalent to the contracted price of the damaged products. This form of a performance is usually performed in a form of discount at further taking the products/goods. To determine the amount of the compensatory performance of the supplier the prices common in the Czech Republic are determining. Unwarranted claim The consumer is not entitled to claim the warranty on the damages of the products/goods provably notified by the supplier (usually by a record in the delivery certificate) prior to its purchasing if he did not protest in written. If the claim proves to be unjust, the consumer shall be obliged to cover any provable costs of the supplier incurred by examining the claim including the travel costs. IV. CONCLUSION These GTC were issued on 19th of May 2004 and enter into effect on 1st of June 2004. The GTC thus annul any prior provisions and habits at handling the orders, purchase of the products/goods and services, deliveries, invoicing and claims. The company KOVO-PLAZMA s.r.o. reserves the right to change these GTC. A possible alteration shall be duly issued and shall affect the orders accepted after the date of their issuance and entering into effect.
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