GENERAL TERMS AND CONDITIONS
FOR SALE OF GOODS UNIPETROL RPA,s.r.o.
with effect from 1st January 2013
1. Introduction
1.1 These GENERAL TERMS AND CONDITIONS FOR
SALE OF GOODS UNIPETROL RPA, s.r.o. (hereinafter
referred to as „general terms and conditions“) are used for
legal relations arisen in the course of sale of goods of the
company UNIPETROL RPA, s.r.o. (hereinafter referred to
as „seller“), as far as contracting parties come to an express
agreement in sales agreement or master sales agreement on
their application. General terms and conditions must be
attached to sales agreement.
1.2 Variant covenants in sales agreement or master sales
agreement take precedence over relevant provisions of
these general terms and conditions. These general terms
and conditions take precedence over those provisions of a
statute with no compulsory nature.
2. Payment conditions
2.1 Seller issues an invoice, which complies with the function
of an accountable receipt in harmony with Act N 563/1991
Coll. to regulate book-keeping as amended, and contains
elements of a tax document in harmony with Act N
235/2004 Coll. to regulate VAT as amended, possibly in
harmony with other legal regulations.
2.2 Due date of an invoice issued in harmony with conditions
of sales agreement in CZK, is 21 days after the date of
issuance. If the invoice is, in harmony with conditions of
sales agreement, issued in foreign currency, due date of the
invoice shall be 30 days after the date of its issuance.
2.3 If an invoice is issued in foreign currency and seller is a
natural person with an address or a legal entity with a place
of residence on the territory of the Czech Republic, the
invoice shall be issued in foreign currency including
specification of VAT. VAT is at the same time specified in
CZK and for the price valuation shall be used an exchange
rate declared by the Czech National Bank on the date of the
commencement of tax liability. Buyer shall pay VAT in
CZK currency on a bank CZK account stated on the
invoice. This does not concern advance invoices with VAT
paid in foreign currency as well.
2.4 All bank charges are paid by buyer. Payment is considered
to be carried out after a total invoice value is set to the
credit of seller. In case of an amount being paid due to
buyer on a different bank account than the one stated on
the invoice and of this reason additional charges will arise,
these charges will preferentially be reimbursed of the
entered amount. The remaining amount shall be considered
an unsettled part of an original claim.
2.5 In case of default in payment, seller is eligible for asking
and buyer is obliged to pay interest on late payment, the
amount of the default interest will be settled according to
the Government Order n. 142/1994 Coll., laying down the
level of default interest and default charges according to
Civil Code, in valid wording, or according to respective
legal regulation which would substitute above mentioned
Govermenet Order in attached range in the future.
2.6 If buyer occurs in default in payment of due invoices, seller
is qualified with immediate effect to stop further deliveries
of goods and withdraw from an agreement. Failure to
perform deliveries according to a prior sentence is not
breach of agreement, and seller is not liable for possible
demages caused by this.
2.7 Buyer is not entitled to ask delivery of goods and seller is
not obliged to deliver goods if an amount of all buyer´s
obligations, registered at seller after delivery of the goods,
is higher than a current credit limit set by seller, i.e.
maximum permitted state of open claims set by seller upon
assessment of buyer´s credit risk. During execution of an
agreement, buyer shall be informed of the current credit
limit, each change of the credit limit shall be announced to
buyer immediately on buyer´s e-mail address.
3. Tolerance and contractual penalty
3.1 Obligation of seller to deliver to buyer an agreed amount of
goods and obligation of buyer to take an agreed amount of
goods is being considered carried out if an amount of
actually delivered and taken goods differs from an amount
of goods agreed on by sales agreement maximally of 10%.
3.2 If seller delivers to buyer a smaller amount of goods than
agreed on in sales agreement reduced of tolerance
according to article 3.1 of these general terms and
conditions, seller undertakes to pay to buyer contractual
penalty amounted 2% of the price of this fail-to-deliver
goods amount reduced of tolerance according to article 3.1
of these general terms and conditions.
3.3 If buyer takes from seller a smaller amount of goods than
agreed on in sales agreement reduced of tolerance
according to acticle 3.1 of these general terms and
conditions, buyer undertakes to pay to seller contractual
penalty amounted 2% of the price of this fail-to-deliver
goods amount reduced of tolerance according to acticle 3.1
of these general terms and conditions.
3.4 By settlement of contractual penalty according to prior
provisions terminates obligation to deliver or take the
remaining amount of goods, on account of which the
penalty is paid, unless seller and buyer agreed in writing on
something different.
3.5 Obligation to pay penalty according to prior provisions
does not arise if breach of obligations of any contractual
party resulted from operation of circumstance excluding
responsibility or circumstance of inevitable accident.
3.6 If any of contractual parties withdraws of sales agreement,
arisen right to pay contractual penalty according to prior
provisions remains preserved.
4. Possessory title to goods and danger of damage to goods
4.1 Buyer acquires possessory title to goods by completion of
the purchase price, namely by setting the payment to the
credit of seller.
4.2 Should the Purchaser process the Goods prior to passage of
title to the Purchaser, or prior to full payment of the
Purchase Price of the Goods to the Seller, as the case may
be, the Seller shall become the owner of the Purchaser's
products manufactured from the Seller's Goods. In the
event that the goods of other owners or goods owned by
the Purchaser is involved in the processing of the
Purchaser’s Goods resulting in a Product, the Seller shall
become a joint owner of the finished products in a
proportion corresponding to the value of the Seller’s Goods
and the value of the goods of the other owners, or the value
of the Purchaser’s Goods , as the case may be.
4.3 Should the Purchaser be in default of payment of any
obligations towards the Seller, the Seller may request
surrendering of the Goods or Products, to which he holds
title hereunder, without it having a nature of withdrawal
from the Contract.
4.4 The Purchaser may sell the Goods or Products only subject
to fulfilment of its obligation of full payment of the
Purchase Price of the Goods to the Seller or subject to
assignment of the Purchaser’s claim to payment of the
Purchase Price of the Goods or Products against a third
person to the Seller.
4.5 The Purchaser may not pledge the Goods or Products, the
owner or joint owner of which is the Seller, for the benefit
of third persons or create any other right with respect to
such Goods or Products, which would in any way
whatsoever restrict or exclude the Seller’s title, or to permit
4.6
4.7
4.8
4.9
the creation of a charging lien to such Goods or Products,
until the moment of full payment of the Purchaser’s
obligation towards the Seller. The Purchaser shall also not
be entitled to pledge or encumber in any other way
whatsoever the claims for payment of the Purchase Price, if
any, towards third persons if the Seller is the owner or a
joint owner of the Goods or Products hereunder.
Danger of damage to goods passes to buyer at the moment
of taking goods from seller, or if not done on time when
seller gives buyer the title of goods and buyer breaches
sales agreement by not taking goods into possession.
If seller is according to sales agreement obliged to pass
goods over to a carrier on a certain place for transporting
goods to buyer, danger of damage to goods passes to
buyer by passing goods over to the carrier on agreed place.
If seller is according to sales agreement obliged to send
goods but not obliged to pass goods over to a carrier on a
certain place, danger of damage to goods passes to buyer
by the moment of passing goods over to the first carrier for
transporting goods on a destination place.
Damage to goods, caused after passing danger of damage
to goods to buyer, does not release buyer from liability to
pay the pursache price to seller.
5. Liability for defects of goods
5.1 If delivered goods do not answer conditions set in sales
agreement as for amount, quality, make or packing, goods
are defective. Buyer is obliged to prove defects of goods to
seller in a reliable way.
5.2 Buyer is obliged to inspect goods without unreasonable
delay after passing danger of damage to goods or after their
delivery on a destination place. Buyer is obliged to inform
seller of defects found in the course of goods inspection, in
writing and within 7 calendar days after the inspection.
Buyer is obliged to inform seller of defects found by
laboratory tests, in writing and within 14 calendar days
after the inspection. Seller is not responsible for defects
declared later.
5.3 Within 3 days after the service of notification concerning
the defects found by buyer, seller shall suggest next steps
to solve complaint or refuse it. Seller is entitled to refuse
complaint after this time limit as well if it proves to be
wrongful.
5.4 Buyer is obliged to store defective goods, that are cause of
complaint, separately from other goods and is not allowed
to handle them in a way, that might make control of
complained defects more difficult or not possible to seller.
Seller is entitled to send its representatives towards buyer
to check complaint, and buyer is obliged to allow the
representatives of seller an inspection of defective goods.
5.5 If seller meets a claim and allows it in writing, buyer is
entitled to ask delivery of missing or defective goods or
discount of the purchase price. Buyer can withdraw from
agreement only if sales agreement was broken by delivery
of defective goods in a substantial way. But right to
withdraw from an agreement does not arise unless buyer is
able to return goods in the same condition as at the
moment of their receiving.
5.6 In case of delivery of substituted goods or withdrawal of
buyer from sales agreement, buyer is obliged to returen
goods to seller in the same condition as when taken over
from seller. Buyer is not entitled unless having an explicit
written consent from seller to return goods to seller before
complaints procedure is over.
5.7 If buyer´s obligation to inspect goods in time or inform
seller of defects according to these general terms and
conditions is broken, seller is entitled to disallow a claim
and in this case buyer´s rights resulting from liability for
defects do not rise.
6. Withdrawal from sales agreement
6.1 Seller and buyer are entitled to withdraw from sales
agreement besides other cases set by these general terms
and conditions, if the other contractual party commits
substantial breach of obligation resulting for the party from
sales agreement. Substantial breach of contractual
obligations is considered mainly:
6.1.1
Buyer in default with coverage of purchase price or any
parts payable according to
sales agreement or these general terms and conditions.
6.1.2
Delivery delay of the supplier exceeding the period of
one month..
6.1.3
Buyer in default with taking goods.
6.2 Withdrawal from sales agreement comes into effect by
service of notice in writing from a contractual party about
withdrawal from sales agreement to the other contractual
party. In case of doubts between parties concerning the
date of service of notice about withdrawal from sales
agreement, the day of service is considered the third day
after mailing a notice. Notice of withdrawal from sales
agreement must contain the reason for withdrawal
presented in concrete terms.
6.3 All rights and obligations of parties resulting from sales
agreement terminate by withdrawal from sales agreement,
besides right of damages and contractual penalty and
provisions of sales agreement and these general terms and
conditions, that concern choice of law, settlement of
disputes between the parties and regulation of rights and
duties of parties for the case of
sales agreement
termination.
7. Damages
7.1 Contractual party, that breaks any obligation resulting from
sales agreement, is obliged to pay damages to the other
contractual party, that were caused by this breach of its
obligations.
7.2 The Seller is responsible for the damage up to the amount
equal to the purchase price. This provision does not apply
in case the damage was caused by wilful act.
7.3 Obligation to pay damages does not arise if obligation to
pay contractual penalty was created, or if neglect of duty
by the obligated party was caused by acts of an injured
party or by lack of cooperation, that an injured party was
obliged to. The contractual party, that caused breach of
obligation, is not obliged to pay damages to the other
contractual party if it proves that this breach of obligation
resulted from operation of circumstance excluding
responsibility or inevitable accident.
7.4 If breach of any obligation of sales agreement occurs by
any of contractual parties and damages arise to the other
contractual party or both contractual parties as a result of
such breach of obligation, contractual parties use all effort
and measures to amicable settlement of the damages.
7.5 If any of contractual parties withdraws from sales
agreement, right for damages arisen as a result of breach of
obligation remains preserved.
8. Inevitable accident
8.1 None of contractual parties is responsible for any neglect
of duty from sales agreement besides obligation to pay the
purchase price, if this neglect or delay was caused by an
obstacle, that occured independently on the obligated
party´s will and impeded the party discharge of its duty, if
it is not possible to expect reasonably the obligated party to
be able to prevent or overcome this obstacle or its results,
and further, that at the moment of obligation creation, this
obstacle could not have been really expected by the
obligated party (hereinafter reffered to as „Inevitable
accident“). However the obstacle, created only at the time
of the obligated party´s default of discharge of a duty, or
created of their economic situation, does not exclude the
responsibility for discharge of obligation.
8.2 For pusposes of this agreement, if they satisfy
presumptions stated in the previous paragraph, Inevitable
accident is considered mainly:
8.2.1 natural disasters, fires, earthquakes, landslip, floods, storms
or other atmospheric disturbances and phenomenons of a
considerable extent, or
8.2.2 wars, rebellions, revolts, civil disturbances or strikes, or
8.2.3 decisions or legal acts of organs of public authority,
regulations, districtions,
prohibitions or other
interventions of a state, organs of state administration or
self-administration, or
8.2.4 explosions or other damages or defects of relevant
production or distribution facilities.
8.3 The contractual party that broke, breaks or with respect to
all known facts expects to break its obligation from sales
agreement, namely resulting from Inevitable accident, is
obliged to inform the other party of the breach or accident
without any delay and produce all possible effort to prevent
and remove such accidents or their results.
9. Exclusion of exclusivity
9.1 None of provisions of sales agreement or these general
terms and conditions shall be intrerpreted as provision of
any exclusivity of seller to buyer for a certain area or for
certain clients of buyer.
10. Choice of law
10.1 Legal relation, respectively rights and obligations of
contractual parties from sales agreement, their securing,
alterations and termination, follow exclusively legal order
of the Czech Republic, namely Act N 513/1991 Coll.,
Commercial Code as amended.
11. Settlement of disputes
11.1 If any dispute occurs between contractual parties relating to
sales agreement, its aplication or interpretation, contractual
parties produce maximum energy to conciliate the dispute.
11.2 If a dispute arisen between contractual parties relating to
sales agreement fails to conciliate, the dispute shall, with
exclusion of competence of general courts, be decided with
final validity in arbitration at Arbitration Court by
Economic Chamber of the Czech Republic and Agrarian
Chamber of the Czech Republic in Prague in harmony with
its Order by three arbitrators appointed in harmony with
this Order. Parties undertake to satisfy all obligations given
to them in arbitration award within time-limits stated in it.
12. Dealing with throwaway packaging
12.1 Buyer secures the fulfilment of obligation to use packing
waste of packed products according to Section 12 of Act N
477/2001 Coll. to regulate packaging as amended
at other final consumers via contractual organizations,
whose list is announced to buyer on request by commercial
section of buyer;
at distributors is obligation to use packing waste
transferred by seller to buyer together with transfer of
possessory title to goods and their packaging.
12.2 Buyer declares that packaging meets requests of Act N
477/2001 Coll. to regulate packaging as amended:
12.2.1
Packaging is designed and produced according to
technical standards for weight and volume of products that
are designed for.
12.2.2
Packaging material does not contain classified
dangerous substances.
12.2.3
Sum of content of heavy metals Pb, Cd, Hg and CRVI
in packaging does not exceed limit values of 100μg/g.
12.2.4
Waste of used packaging is usable by recycling or
energy.