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General Terms and Conditions - Purchasing Conditions

1. Introductory provisions

These General Terms and Conditions are issued by the company with registered office at Prague 4, Štětkova 1638/18, Postal Code 140 00, Company ID No: 257 01 843, registered in the commercial register kept by Municipal Court in Prague, section C, inset 62502 (hereinafter the “GTC”).

1.1. For the purposes of the Terms and Conditions, CONTEG, spol. s r.o. shall hereinafter be referred to as the Buyer and the business partner of CONTEG, spol. s r.o. shall hereinafter be referred to as the Seller.

1.2. These Terms and Conditions govern commercial transactions that are specified by the Buyer: a) in a Purchase Agreement, b) in an Order Confirmation, unless a Purchase Agreement is entered into between the parties (collectively hereinafter the “Agreement”) and are an integral part of the Agreement. If additional or contradictory terms and conditions are expressly defined in the Contract, such provisions shall prevail over the conflicting provisions of the GTC. The Seller’s general terms and conditions, in particular the Seller’s terms and conditions of sale, shall not constitute part of the Contract.

2. Contract and scope of supply

2.1. The Contract shall be deemed to be concluded at the moment of signing thereof by both parties or, if no such contract is signed, upon receipt of the Seller’s written confirmation of acceptance of the Buyer’s order.

2.2. The final, complete and binding description of the goods and services to be delivered by the Seller shall be set out in the Contract and its annexes, including relevant additional clauses.

3. Purchase price, payment terms, retention of title

3.1. The Buyer is obliged to pay the Seller for the goods and services the purchase price agreed in the Contract.

3.2. Unless otherwise stated in the Contract, the purchase price shall be payable within 90 days from the date of delivery of the invoice to the Buyer at its registered office address as stated in the Commercial Register. The Seller may invoice the Buyer for the purchase no sooner than at the moment of transfer of the faultless subject of purchase to the Buyer and the acceptance thereof by the Buyer from the Seller. The transfer and acceptance of the subject of purchase shall be recorded in a delivery note signed by the Buyer and the Seller, a copy of which the Buyer shall retain. If the invoice issued by the Seller fails to meet the requirements for a proper tax document, the Buyer may return the invoice to the Seller. In such case, the due date of the purchase price shall start upon the delivery of a proper invoice to the Buyer in accordance with the Contract and relevant legal regulations.

3.3. After the conclusion of the Contract, the Seller may not unilaterally increase the purchase price.

4. Delivery terms, transfer of risks, transfer of title

4.1. The Seller is obliged to deliver the goods on the date and at the place specified in the Contract. The delivery date and place of delivery must be specified in the Contract. The date of delivery is the date on which the goods are taken over by the Buyer. Acceptance of the goods shall be confirmed by the Buyer in the delivery note.

4.2. The Parties agree that the Buyer has a period of 21 days after the receipt of the goods to inspect the goods. Any defects in the goods found by the Buyer within this period are considered to be defects in the goods already existing at the time of the transfer of the risk of damage to the goods. In such event, the Buyer is entitled to assert the claims referred to in Article 7, paragraph 7.5 hereof.

4.3. The goods delivered must conform to the agreed requirements as well as to all technical and legal requirements applicable to such goods.

4.4. The goods must be delivered to the Buyer packaged at the Seller’s expense and risk, in such a way that the packaging sufficiently protects the goods from damage. The Buyer may require the Seller to apply a specific method of packaging of the goods as appropriate for the respective type of goods, means of transport and method of storage. The Buyer must notify the Seller in writing of such requirement in a timely manner. The Buyer is not obliged to return the packaging of the goods to the Seller. In the event that the Seller and the Buyer agree on the return of packaging, the return of packaging shall be carried out at the expense and risk of the Seller.

4.5. The delivery must contain all markings and documents relating to the goods, such as, in particular, documents necessary for the acceptance and use of the goods, for the acquisition of title to the goods, essential certificates, attestations, etc., as well as all documents and markings relating to the goods that are required by law. The difference between the quantity of goods specified in the Contract and the quantity of goods actually delivered may not exceed 5%, and only with the prior written consent of the Buyer. The Seller is entitled to payment of the purchase price for the goods actually delivered.

4.6. In the event of delivery of goods that apparently fail to meet the quality or quantity specifications agreed in the Contract, the Buyer reserves the right not to accept the goods.

4.7. Along with the delivery, the Buyer must receive a delivery note containing at least the Seller’s business name, identification number and registered office or place of business, the exact designation of the goods including their quantity, the date of delivery, the purchase price, the destination of the delivery and the exact designation of the Buyer. In the event of failure to meet these requirements, the Buyer reserves the right not to accept the goods.

4.8. Partial deliveries are not permitted unless otherwise expressly agreed in writing.

4.9. Should the Seller be in delay with the delivery, the Buyer may demand a contractual penalty of 0.05% of the purchase price for each day of delay. This shall be without prejudice to the right to damages. The Buyer may also withdraw from the Contract in the event of the Seller’s delay with delivery of the goods, after the expiry of a reasonable grace period specified in a written notice to the Seller requesting delivery, including a warning of the consequences of failure to comply with the notice. In the event of withdrawal from the Contract, the Buyer is entitled to return the goods already delivered to the Seller at the Seller’s expense.

5.  Transition of risk of damage

5.1. The risk of damage to the goods and the ownership of the goods passes to the Buyer at the moment of receipt of the goods confirmed by the Buyer in the delivery note.

6. Shipping, transport, and insurance

6.1. Transportation of the goods shall be arranged and performed at the Seller’s expense and risk, unless otherwise agreed in writing by the parties in advance.

6.2. The Seller is obliged to arrange for insurance of the goods during transport against all usual risks.

7. Warranty, liability for defects

7.1. The Seller shall be responsible for delivery of the goods in the quantity, quality and other specifications according to the Contract.

7.2. The Seller shall provide the Buyer with a warranty for the quality of the goods for a minimum of 60 months from the date of proper acceptance of the goods by the Buyer, unless a longer period is provided for by law due to the nature of the goods or unless a longer warranty period is provided by the manufacturer. In such event, the Seller will provide the Buyer with such prolonged warranty period.

7.3. The warranty period for electronic equipment (such as power panels, cooling units, fans, thermostats, electronic fire extinguishing systems, monitoring systems, etc.) shall commence on the date of installation thereof.

7.4. Defects in the goods shall be deemed to have been duly asserted at the time of delivery of the Buyer’s notice to the Seller at the address of registered office or place of business as stated in the public register.

7.5. In the event of a warranty claim, the Buyer may, at its discretion: a) request the removal of defects by repairing the goods, if this is possible due to the nature of the goods and defects; b) request the delivery of new goods to replace the defective or missing goods; c) request a reasonable discount on the purchase price; d) withdraw from the Contract and demand the return of the purchase price in full.

7.6. The Buyer may raise a claim for defects in the goods according to Article 7.3. hereof even without the Seller’s consent. A reasonable period of time for the removal of defects in the goods and delivery of new or missing goods shall be set by the Buyer. Should the Seller fail to remove the defects or deliver new or missing goods within the specified period, the Buyer may demand a discount on the purchase price or withdraw from the Contract.

7.7. In the event of a warranty claim pursuant to Article 7.4 (a) or (b) hereof, the warranty period shall restart as of the delivery of the repaired or newly delivered goods to the Buyer.

7.8. The Seller is obliged to compensate the Buyer for any damage incurred in connection with the delivery of the goods as a result of a breach of the Seller’s contractual and legal obligations. The Seller is also obliged to compensate the Buyer for damages that may be claimed by third parties in connection with the delivered goods as a result of breach of contractual and legal obligations on the part of the Seller. The obligation to compensate for damages under this provision shall not cease upon termination of the contractual relationship between the Seller and the Buyer.

8. Confidentiality

8.1. The Seller shall unconditionally maintain the confidentiality of all information made available to them in connection with the supply of goods to the Buyer which may be considered, with respect to the circumstances, to be trade or business secrets and which shall be kept confidential, except for information known from public sources.

9. Governing law, dispute resolution

9.1. Unless stated otherwise herein or unless it follows from applicable law, the legal relationship between the parties shall be governed by Act No. 513/1991 Coll., the Commercial Code, as amended.

9.2. The Seller and the Buyer undertake to resolve any disputes that may arise between the contracting parties primarily through out-of-court negotiations.

9.3. If no agreement is reached, the Buyer is entitled to invoke the jurisdiction of the court of competent jurisdiction according to the location of its registered office in the Commercial Register.

10. Final Provisions

10.1. Should one or more of the provisions of the Contract or these Terms and Conditions be or become invalid or illegal in whole or in part, this shall not affect the validity or legality of the remaining provisions of the Contract or these Terms and Conditions. The Parties shall replace the invalid or illegal provisions with valid and lawful provisions which most closely approximate the purpose of those being replaced.

10.2. Any prior understandings and correspondence between the parties, if not contained in the Contract or these Terms, shall cease to be valid and legally binding.

10.3. These Terms and Conditions are valid as of 1 March 2012. The applicable version of the Terms and Conditions shall be the one available on the Buyer’s website (www.conteg.cz) on the date of conclusion of the Contract.