Terms and Conditions
1. General Provisions
These Terms and Conditions (hereafter T&C) are an integral part of the present contract of sale concluded between MSC MetPro a.s., hereafter Seller and Buyer.
Any deviating conduct against these T&C may be concluded only in written form before the contract conclusion, or in the contract of purchase itself.
These T&C remain fully valid unless contracted parties decide otherwise; any deviating conduct in the contract is favoured over these T&C.
Any amendments, changes, of these T&C are valid only if agreed by both parties in written form.
2. Conditions of Supply
The interpretation of commercial provisions in these T&C or in the contract shall apply as binding rules contained in the International Rules for the Interpretation of Delivery Terms issued by the International Chamber of Commerce in Paris – INCOTERMS 2000.
The seller is entitled to deliver the goods in partial deliveries, or even before the agreed delivery time unless stated otherwise in the contract of purchase.
Delivery of goods within a tolerance of 5% is considered to be the fulfillment of the delivery.
The seller is not obliged to fulfill the subjects of the contract if:
a) the agreed hedging instruments are not fulfilled or if their wording is not in accordance with the contract,
b) the facts are known indicating the impossibility of full payment of the purchase price of the goods by the Buyer,
c) if the Buyer is in arrears with the payment of the previously delivered goods, even due to other contracts of purchase.
If the Buyer does not take over the goods in time, the Seller shall invite the Buyer via writing to take over the goods again for which the Seller sets an additional period. Upon the expiration of this additional period is vain, the Seller´s obligation to deliver the goods is considered to be fulfilled. By this day de Seller is entitled to:
a) issue an invoice for delivered goods,
b) withdraw from the contract, sell the goods to another interested party and demand from the Buyer compensation for damages in the amount of the difference corresponding to the agreed price and the price at which the goods were actually sold,
c) dispose of the goods on the Buyer´s account. This agreement does not affect the Buyer´s obligation to pay the purchase price of the goods.
The price of the goods is the EXW price of the Seller unless stated otherwise in the contract.
The Buyer is not entitled to withhold all or part of the purchase price due to any counterclaims for the Seller or due to a complaint and is not entitled to make an unliteral set-off against the invoiced purchase price of the goods or default interest. In the event of a breach of the said agreement, a contractual penalty is agreed in the amount corresponding to the amount withheld or unilaterally set off, which the Buyer is obliged to pay to the Seller without any delay.
All bank charges are borne by the Buyer, with the exception of Seller´s bank charges at the Seller´s premises.
The basis for payment for supplies is a tax document – invoice. The payer of the invoice means the Buyer. The details of the invoice are invoice number, title, residence, IN of the Buyer and the Seller, subject of supplies and the date of its performance (partial performance), the date of dispatch of the invoice, 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. The invoice is due within 30 days of its issuance unless otherwise agreed. The invoice is delivered to the Buyer electronically unless agreed otherwise.
In the event of the Buyer´s delay in paying the purchase price of the goods, the Buyer is obliged to pay the Seller interest on arrears in the amount of 12% per annum of the amount due.
5. Title Reservation Agreement
Ownership of the delivered goods passes to the Buyer upon full payment of the purchase price.
If the goods are processed or reworked, the Seller acquires co-ownership of the created product in proportion to the value of its goods in relation to the value of the new product.
6. Force Majeure
Force Majeure is an unusual, objectively unavoidable circumstance that has arisen independently of the will of the liable party and prevents it from fulfilling its obligation unless it can be reasonably assumed that a liable party would avert or overcome this obstacle or its consequences, and anticipated this obstacle.
Force Majeure is mainly a natural disaster, a war event, an epidemic, a general shortage of raw materials, a strike, etc.
In the events of a force majeure nature which prevent the Seller from fulfilling the contractual obligations, the Seller is entitled to adjust the delivery period accordingly by the time for which the obstacle lasted or withdraw from the contract, in both cases without any obligation to compensate.
If the Seller does not deliver the goods even within a reasonable additional period, the Buyer is entitled to withdraw from the contract. A period of at least 5 months is considered a reasonable additional period for such performance.
The warranty period for the delivered goods is 24 months unless the parties agree otherwise in writing. The warranty period begins on the day the goods are handed over to the Buyer or the carrier for transport for the Buyer.
8. Defective goods – claims
Obvious defects of the goods (especially quantitative defects, defects of the surface of the goods, defects of packaging, etc.) must be notified to the Seller upon receipt of the goods, but no later than 5 days from a receipt at the destination from the carrier. Other defects must be reported immediately upon discovery, at the latest by the end of the warranty period. The notification of the defects must be in writing with documents proving the legitimacy of the complaint. The claimed goods must be stored separately until the complaint is settled and any actions with the goods that could make it difficult or impossible to verify the claimed deficiencies are inadmissible without the prior consent of the Seller. If the complaint is justified, the Seller may, at his discretion, either eliminate the detected defects within a reasonable period of time or deliver new goods under the original conditions.
Upon agreement with the Buyer, the complaint could also be resolved by providing a reasonable discount on defective goods. Other claims due to defects in the goods can be provided only on the basis of an agreement with the Seller.
9. Returnable packaging
The Buyer is entitled to return the packaging and means of transport (hereafter “packaging”), which are invoiced in the business documentation, free of charge to the Seller to the address MSC MetPro a.s., Frýdecká 443, 719 00 within 30 days.
Packaging returned within 30 days is the Buyer entitled to invoice at the same price, reduce by wear and tear (as stated on the invoices).
The Buyer must not return the packaging of other sellers. All the costs associated with the transport of packaging shall be borne by the Sender of the packaging.
10. Arbitration clause
All disputes arising from this contract and with any connection with it will be finally decided by the court Arbitration Court at the Economic Chamber of the Czech Republic and the Agrarian Chamber of the Czech Republic according to its rules by three arbitrators.
In Ostrava 22nd September 2016
Jaromí Dřizgevič – Executive Director
Bank: Raiffeisebank, a.s. account n. 5190014763/5500
IČO: 241 24 231 DIČ: CZ241 24 231
Registration: OR MS Praze section B, 17234