General terms & conditions

2. 8. 2021

General Terms and Conditions (hereinafter referred to as "GTC") of the Company:


MSC MetPro a.s., ID 241 24 231,

with registered office at Antala Staška 1859/34, Krč, 140 00 Prague 4,

registered in the Commercial Register maintained by the Commercial Registry Office in Prague under No. B 17234

(hereinafter referred to as the "Seller").


1. General provisions

1.1.   These GTC are an integral part of each individual purchase and framework contract for the sale of the Seller's goods concluded between the Seller and the Buyer (hereinafter also referred to as the "Purchase Contract"). The Buyer is a natural person – entrepreneur or legal entity that purchases goods from the Seller exclusively for the purpose of its business (not as a consumer for final use). The GTC are part of the purchase contract exclusively in cases where the seller acts on the seller's side.

1.2.   These GTC may only be deviated from by written agreement between the parties prior to the conclusion of the contract or by the purchase contract itself.

1.3.   Unless the parties agree otherwise, all provisions of these GTC shall apply. Deviating provisions in the purchase contract or agreed in writing prior to the conclusion of the contract shall prevail over the wording of these GTC.

1.4.   These GTC may only be amended by written agreement of the parties.

1.5.   The Purchase Contract is concluded upon delivery of a signed written order confirmation (Purchase Contract) by the Buyer to the Seller unless the parties have agreed otherwise.


2. Terms of delivery

2.1.   The interpretation of the commercial provisions in these GTC or in the contract shall always be made in accordance with the rules contained in the International Commercial Terms issued by the International Chamber of Commerce in Paris - INCOTERMS 2020. Unless otherwise provided in the purchase contract, the purchase contract and these GTC are governed by the EXW condition.

2.2.   The Goods shall be deemed to have been delivered to the Buyer at the time when the Buyer is allowed to take possession of and dispose of the Goods. The Seller shall allow the Buyer access to the Goods at the place specified in the Purchase Contract. If the place is not expressly specified in the purchase contract, the Seller's premises at MSC MetPro a.s., Frýdecká 443, 719 00 Ostrava, shall be deemed to be the place of delivery of the goods.

2.3.   The Seller is entitled to deliver the goods in partial deliveries or even before the agreed delivery date, unless otherwise specified in the purchase contract.

2.4.   Delivery of the goods with a quantity tolerance of 5% shall be deemed to be fulfilment of the delivery.

2.5.   If the Buyer fails to take delivery of the goods on time, the Seller shall invite the Buyer in writing to take delivery of the goods again and shall set an additional deadline. If the Buyer fails to take delivery of the goods even after the expiry of this additional period, the Seller's obligation to deliver the goods shall be deemed to have been fulfilled. On that date, the seller is entitled to:
(a) require the buyer to pay the purchase price,
b) withdraw from the contract, sell the goods to another bidder, and claim damages from the buyer in the amount of the difference between the agreed price and the price at which the goods were actually sold,

c) dispose of the goods at the Buyer's expense or store the goods at the Buyer's request and expense for a maximum period of 30 days. This arrangement does not affect the buyer's obligation to pay the purchase price for the goods.

2.6.   The Seller is also entitled to withdraw from the Contract if:

a) the Buyer materially breaches the Purchase Agreement or the GTC,

b) the agreed machines and tools are not available for the purpose of performance of the contract,

c) the Buyer's behaviour shows beyond doubt that he will breach the contract in a material way, in particular that he will not be able to pay the purchase price,

d) if the buyer is overdue with payment for goods previously delivered, even for goods delivered based on other concluded purchase contracts.


3. Purchase price payment

3.1.   The price for the goods is stipulated in the purchase contract.

3.2.   The basis for payment for the delivered goods is the tax document - invoice. The buyer is

the payer of the invoice.

3.3.   The invoice is payable within 30 days of its issue, unless otherwise agreed in the purchase

contract. The invoice is delivered to the Buyer electronically to the e-mail address provided by the Buyer, unless otherwise agreed.

3.4.   The invoice details shall include at least: invoice number, name, registered office and VAT number of the Seller and the Buyer, the subject of the deliveries and the date of their performance (partial performance), the date of invoicing, the due date of the invoice, the designation of the financial institution and the bank account number to which payment is to be made, the total invoiced amount and the value added tax requirements.

3.5.   In the event of delay by the Buyer in payment of the purchase price of the goods, the Buyer shall pay the Seller interest on the delay at the rate of 15% per annum on the amount due, from the first day of delay until full payment of the price. If, on the date of such delay, the current statutory interest rate is higher than 15% per annum, the Buyer shall pay the Seller the statutory delay interest.

3.6.   All bank charges shall be paid by the Buyer, except for the Seller's bank charges at the Seller's premises.

3.7.   The Buyer shall not be entitled to withhold all or part of the purchase price based on any claims made by the Buyer against the Seller or on account of a claim for goods and shall not be entitled to apply a set-off against the invoiced purchase price of the goods or interest on delay. In the event of a breach of this clause, the Buyer shall pay the Seller a contractual penalty in the amount corresponding to the amount withheld or unilaterally set off, without undue delay upon the Seller's request.

3.8.   If the Buyer changes the order, whether in terms of quantity or design, after the conclusion of the Purchase Contract, or after receiving a quotation from the Seller, the parties agree on a change in the purchase price. If the parties do not agree on a change in the purchase price in advance, the normal price shall apply for the part of the order within the scope of the changes.

3.9.   The Buyer agrees to make all communications with the Seller exclusively through the Seller's sales representative. The Buyer shall not be entitled to contact any person in the Seller's production for the purpose of concluding the Contract, its amendments or for any other purpose related to the Purchase Contract. Any arrangements agreed with a person not authorized under this paragraph are void unless the parties agree otherwise.


4. Reservation of ownership

4.1.   Ownership of the delivered goods shall pass to the Buyer only after full payment of the purchase price. If the goods are subsequently redesigned after delivery without the buyer acquiring ownership of the goods, the seller acquires co-ownership of the product created in proportion to the value of his goods in relation to the value of the new product.


5. Force Majeure

5.1.   Force majeure is an unusual, objectively unavoidable circumstance that arises independently of the will of the responsible party and prevents it from fulfilling its obligation, unless the responsible party could not reasonably have foreseen, averted, or overcome its consequences.  Force majeure includes, in particular, natural disasters, acts of war, epidemics, general shortage of raw materials, strikes, etc.

5.2.   In the event of a force majeure event that prevents the Seller from fulfilling its contractual obligations, the Seller has the right to adjust the delivery period accordingly by the period for which the impediment lasted or to withdraw from the contract, in both cases without any obligation to refund.

5.3.   If the goods are not even provided by the seller within a reasonable additional period, the buyer has the right to withdraw from the contract. A reasonable additional period for such performance shall be deemed to be a period of at least 5 months.


6. Warranty

6.1.   The warranty period for the delivered goods is 24 months, unless otherwise agreed in writing by the parties. The warranty period shall commence on the date of delivery of the goods to the Buyer or on handover of the goods to the carrier for delivery to the Buyer.

6.2.   The Seller is not responsible for the functional usability of the goods, i.e., is not responsible for the fact that the delivered ordered goods will be usable for the purposes of the Buyer.


7. Defective goods - claims

7.1.   Obvious defects in the goods (especially quantitative defects, surface defects, packaging defects, etc.) shall be notified by the Buyer to the Seller immediately after delivery of the goods, but no later than 2 days after delivery. In the event of negotiation of different terms of delivery of the goods in the purchase contract than those specified in these GTC, the defects must be notified within 2 days of receipt of the goods by the buyer from the carrier at the designated place. Other defects must be notified by the Buyer immediately after their discovery. If the Buyer fails to notify the defects within the above-mentioned time limits, the Buyer is not entitled to claim the right of defective performance from the Seller.

7.2.   Notification of defects must be made in writing, either in paper form to the Seller's business address or to the Seller's e-mail address. The Buyer is obliged to submit documents proving the validity of the claim.

7.3.   The Buyer is obliged to store the claimed goods separately from other goods until the claim is settled. Any manipulation of the goods which may make it difficult or impossible to verify the claimed defects is not permitted without the prior consent of the Seller.

7.4.   If the Seller accepts a claim as justified, the Seller may, at its discretion, either remedy the defects found within a reasonable time or supply new goods on the original terms of the agreed contract. For the purposes of this clause, a reasonable time shall mean a reasonable time to remedy the defect within the Seller's capability, but not less than 30 days.

7.5.   Upon agreement with the buyer, the complaint can also be resolved by providing a reasonable discount for the defective goods.

7.6.   Other claims for defects in the goods can only be made by agreement with the seller.


8. Returnable packaging devices

8.1.   The Buyer is entitled to return to the Seller the packaging means used for the purpose of delivery of the goods, which are specified in the sales documentation (and invoiced in the tax document), free of charge to the address of the Seller's premises, MSC MetPro a.s., Frýdecká 443, 719 00 Ostrava within 30 days of receipt of the goods. For the purposes of these GTC, packaging means are euro pallets.

8.2.   For packaging means returned within 30 days of receipt of the goods, the Buyer is entitled to claim from the Seller the amount corresponding to their original price at the time of delivery of the goods, reduced by the amount corresponding to their wear and tear (as indicated on the Seller's invoices).

8.3.   The Buyer shall not be entitled to provide the Seller with packaging from other sellers in the above manner and the Seller shall not be obliged to accept such packaging from the Buyer. All costs associated with the transportation of the packaging materials shall be covered by the sender of the packaging materials.


9. Governing law

9.1.   The Purchase Agreement, including these GTC, is governed by the laws of the Czech Republic.

9.2.   9.2 The Parties hereby exclude the application of the Vienna United Nations Convention on Contracts for the International Sale of Goods.

9.3.   9.3 All disputes arising out of or in connection with this Agreement shall be resolved by a court of competent jurisdiction in Ostrava.


31 September 2023 in Ostrava

Ing. Vladimír Zbožínek - Managing Director



Bank: Raiffeisenbank, a.s., bank account number 5190014763/5500

ID No.: 241 24 231 VAT No.: CZ241 24 231 Entry: CR of the Municipal Court in Prague, Section B, 17234