Terms and conditions
1. General provisions
1.1 These terms of purchase are an integral part of the purchase agreement concluded for the purpose of purchasing goods by Česká zbrojovka a.s., with the registered office in Uherský Brod at Svat. Čecha 1283, Identification No. (IČO) 46345965, entered in the Commercial Register maintained by Regional Court in Brno, section B, file 712, as the purchaser; with the seller as the other party. The purchase, business and other terms of the seller not approved by the purchaser shall not apply to contractual relations between the contractual parties.
1.2 Unless the purchase agreement states otherwise these terms of purchase shall apply. It is possible to deviate from these terms only via written specifications in the purchase agreement in question.
1.3 The purchaser reserves the right to refuse a delivery of goods or postpone the payment for invoices until the terms of purchase are properly met.
2. Protection of information
Non-public information of technical and business nature that the purchaser provides to the seller is considered its business secret by the purchaser. The seller undertakes not to disclose this information to third parties and shall not use it for its own or a third party's benefit. The seller is entitled to share any information concerning the contractual relationship with the purchaser (including the fact that such relationship exists) only on the basis of prior written consent from the purchaser. If this obligation is not observed the seller shall pay the purchaser for damage thus incurred.
3. Purchase Agreement
3.1 As a rule, the purchase agreement comes into existence on the basis of a written order from the purchaser and the unreserved confirmation of the order by the seller delivered to the purchaser within the period stipulated in the order, or if no period is given therein then within 24 hours since the order is received by the seller. Execution of any changes in the purchaser's order by the seller does not establish the purchase agreement. In this case such order becomes a new proposal to conclude a purchase agreement presented by the seller to the purchaser and the agreement comes into existence on the day a confirmation of the seller's proposal by the purchaser is delivered to the seller.
3.2 The contractual parties exclude application of Section 1740, par. 3, and Section 1751, par. 2 of the Civil Code, which prescribe that the purchase agreement is concluded even if the entire agreement of the wishes of the contractual parties is not accomplished.
3.3 The contractual parties shall always state the order number in all correspondence, invoices, delivery notes and all other documents concerning the orders.
3.4 In its order the purchaser shall state at least the following data that constitute material facts of the purchase agreement.
- Identification of the purchaser and seller, containing the company name, registered office and Identification No. (IČO),
- specifications of the goods required,
- required amounts,
- unit price or the total purchase price, as the case may require.
3.5 Until the purchaser receives the written confirmation note for its order it can revoke the order in writing or by phone with the additional written confirmation of this revocation and the seller is not entitled to any damages in such case.
3.6 Deviations and amendments made by the seller present in a confirmed order become valid only if the purchaser subsequently approves them in writing. If the purchaser takes over goods or pays for it this shall not mean that the purchaser accepts any business terms of sale or other contractual terms of the seller, unless it specifically approves them.
3.7 Amendments to the purchase agreement after its conclusion can only be made in writing, provided both parties accept them.
3.8 The written order or the confirmation of the order includes written materials sent by fax or e-mail.
4. The purchase price
4.1 The agreed purchase price is fixed and without VAT. A VAT will be added to the purchase prices so defined in the amount corresponding to applicable regulations.
4.2 The purchase price means the price of complete products, including accessories, packaging, palleting, costs on packaging and marking, transport costs, and related documents, unless the parties agree otherwise in writing in a particular case.
5. Delivery conditions
5.1 If no delivery period is given in the confirmed order the applicable delivery period shall be 7 calendar days, which begins to run since the day the order confirmation is delivered to the purchaser. Deliveries before the agreed delivery date or partial deliveries of goods can only be made if the purchaser approves them. Premature deliveries not approved by the purchaser shall be refused or stored within the purchaser's premises at the seller’s expense. The seller shall take all measures to secure the observing of the delivery period and quality.
5.2 The seller shall deliver the goods to the location specified in the order with the corresponding delivery note. If no place of delivery is specified in the order, the DAP INCOTERMS 2010 shall apply, while the place of delivery shall be the purchaser's premises.
5.3 The seller shall make the dispatch list for every delivery that will contain at least the following data:
- Identification of the seller and the purchaser,
- number of the dispatch list,
- order number,
- amounts and types of goods,
- delivery date,
- the seller's signature.
5.4 The risk of damage to the goods and the ownership title to them are transferred to the purchaser at the moment it takes over the goods, regardless of the delivery rule agreed.
5.5 The seller shall provide the goods with packaging conforming to the requirements of applicable legal regulations, especially Act No. 477/2001 Coll., on packaging, as amended, which mainly means securing the goods against damage until they arrive in their destination regardless of the delivery rule agreed, while such goods can be subsequently handled by common handling equipment. If the seller introduces packaging or packaging materials to the market it shall hand over to the purchaser information in writing concerning its participation in the EKO-KOM system and its payment of the fees for the introduction of packaging to the market („Declaration of meeting the terms for introduction of a packaging to the market“). If it turns out that the seller does not meet its obligations under the applicable wastes legislation it shall refund the purchaser for the damage the purchaser may incur in relation to arranging for the liquidation of packaging.
5.6 If chemical substances or preparations are to be delivered the seller shall secure all requisites resulting from the valid legislation (the current safety sheet, marking on packaging) and enclose these with the consignment.
5.7 In the event of delay with the delivery of the goods the purchaser is entitled to charge the Seller a contractual penalty for late delivery in the amount of 0.05% of the purchase price with the VAT for the goods the seller failed to deliver under the agreement. The provision on the contractual penalty does not limit or restrict in any way the purchaser's right to compensation for damage caused by non-delivery of the agreed number of pieces of the goods in question. The delay with delivery of goods on the part of the seller longer than 30 calendar days shall be considered material violation of the agreement. The exercise of the contractual penalty does not limit the purchaser's right to have all extra costs refunded, e.g. costs on the enforcement of its claim it may incur as a consequence of a delayed delivery of the goods. The contractual penalty is charged quarterly and payable within 14 days of delivery of the bill to the seller. If the parties agree, the purchaser shall be entitled to set off the contractual fine against the seller's claim for payment of the purchase price for the goods. In extraordinary cases and at the buyer's sole discretion, the buyer may waive or reduce the contractual fine as deemed appropriate by the buyer in the event of the seller's default in the delivery of the goods to the seller. The parties agree that the buyer shall be entitled to charge a contractual fine under this paragraph, only where the sum of contractual fines in the relevant quarter exceeds CZK 300.
5.8 The purchaser is entitled not to take over the goods if they are not delivered in time and properly. The purchaser is entitled to take over such consignment as a whole, partially or refuse it completely. All related costs (re-packaging, storage etc.) shall be borne by the seller.
5.9 The seller shall observe the method of transport agreed between the parties or defined by the purchaser. The delivery shall be made at the agreed time to the agreed destination (place of delivery). The seller shall have the goods insured for the entire period of the transport, including interim storage, until the delivery for the purchaser to the place of delivery. Returnable recorded packaging shall not be paid for by the purchaser but returned on the basis of transport pre-paid by the seller, unless the parties agree otherwise. The seller shall be liable for damage to the goods during transport caused by insufficient or unsuitable packaging, even if the purchaser takes over the consignment of the goods in the place of delivery.
6. Payment terms
6.1 The purchase price shall be charged after the takeover of every delivery by the purchaser via invoices due 60 days after the issuance date. The invoice shall contain all required data of the tax document and the seller shall deliver it to the purchaser within 3 calendar days since the issuance date.
6.2 The seller is entitled to transfer any rights or obligations under the agreement to a third party only on the basis of the prior written consent of the purchaser.
7. Documentation and documents
Drawings, calculations, models, dies, matrices, samples and all other documents provided to the seller shall remain to be the purchaser's property and shall be returned to it immediately if the purchaser requires so. Without prior written permission from the purchaser these shall not be provided to third persons, nor used by the seller for any other purposes than the deliveries for the purchaser.
8. Warranty and claims under warranty
8.1 The seller shall provide the warranty for the quality of the goods in the length of 36 months from the moment of delivery of the goods to the purchaser. The warranty period begins to run on the day following the day the goods are delivered to the purchaser. The warranty of quality means that the delivered goods will be, for the effective period of the warranty, fit for use for the agreed or otherwise common purpose or will retain their stipulated or otherwise common qualities. When components to be installed in the final product are delivered the seller shall provide warranty for the quality of the goods in the length of 36 months from the day the finished product is taken over by the purchaser, while it is necessary to observe the conditions for use and respect instructions specified in the user's manual, however, for no more than 4 years from the date of delivery of the goods to the purchaser.
8.2 If the purchaser identifies any discrepancy between the goods delivered and the seller's specifications it shall without undue delay report it in writing to the seller. Defects identified in the course of the takeover inspection by the purchaser shall be reported by the purchaser to the seller in writing without undue delay after the goods are taken over.
8.3 Hidden defects that the purchaser shall identify during the inspection if due professional care is exercised shall be reported by the purchaser to the seller without undue delay in writing after the goods have been taken over. Hidden defects that may be detected later shall be reported by the purchaser to the seller without undue delay after such detection is made or should be made, if professional due care were exercised, however before the end of the warranty period at the latest.
8.4 The seller shall communicate to the purchaser a proposal of further procedure when dealing with a warranty claim for a defect without undue delay, however within 3 working days after the defect notification is delivered at the latest. The seller undertakes to deal with the defect claimed under warranty immediately, based on the nature of the goods, however within 15 days since the delivery of the purchaser's written notice of the defect at the latest, unless the parties agree otherwise. As far as the assessment of defects is concerned the purchaser's view shall always prevail. In the event of the Seller's default in the handling of a complaint within the time limit set in this paragraph, the Buyer shall be entitled to charge a contractual penalty of 0.05% of the price of the claimed goods without VAT for each calendar day from the date of delivery of the Buyer's written notice of the defect.
8.5 If the defect claimed constitutes invalid performance of the agreement the purchaser is entitled to:
- elimination of the defect via a new delivery of goods without defects or through the delivery of missing goods,
- § elimination of the defect by the goods being repaired,
- § an adequate discount on the purchase price, or
- § withdraw from the purchase agreement.
8.6 The option to choose from the alternatives listed above lies solely with the purchaser. The purchaser may use the given alternatives for the entire consignment of the goods or only for a certain part thereof. The purchaser reserves the right to consider an entire consignment defective if it does not conform from the viewpoint of the methods of statistic inspection of goods applied by the purchaser. If the delivered goods are repaired or replaced the warranty period shall start to run again on the day following the handover of repaired or replaced goods. If the seller recognizes a warranty claim of the purchaser the purchaser is entitled to request compensation from the purchaser for all extra costs incurred as the consequence of the claim in question.
8.7 If the seller does not present a proposal of further procedure to deal with the claimed defect in the goods within 3 working days since the reporting of the defect the purchaser is entitled to withdraw from the entire performance. Costs on returning the defective delivered goods shall be borne by the seller.
8.8 In the event that the seller is in default in the removal of a defect by delivering new goods free of defects, by delivering the missing goods or repairing the goods for a period of more than 60 days, the purchaser shall be entitled to withdraw from the agreement with regard to the whole or only a certain part of the delivery of the goods. In that case, the seller shall issue a credit note and deliver it to the buyer.
8.9 The seller in its position of the manufacturer, importer or distributor is liable for all provable damage caused by low quality products. The seller is responsible for having the declaration of conformity in accordance with Act No. 22/1997 Coll., on technical requirements for products, as amended, at its disposal if such declaration is needed under this act. In such case the seller shall deliver not only the goods to the purchaser but also the confirmation note that such declaration of conformity has been issued. At its request the seller shall send the documentation specified above to the purchaser within 2 working days since the day the request is delivered. The seller shall be liable for all damage incurred by the purchaser in relation to the low quality workmanship or material of the delivered product or the absence of the declaration of conformity.
8.10 In order to check the quality of the delivered goods and the observing of ecological rules a representative of the purchaser, or of its customer, is entitled, following previous notification, to enter the seller's production premises, including the option of performing the audit of the quality management system there. Such audit may be performed by the purchaser or a third party authorized by it or, in justified cases, with the presence of a representative of a customer of the purchaser.
8.11 If the order, purchase agreement or specifications enclosed to it require special tests the seller shall inform the purchaser as well as the concerned supervisory or expert authority of the tests to be performed in advance in an adequate manner so that these parties may send their representatives to monitor the tests.
8.12 The seller shall obtain necessary certificates for all tests required by the purchaser in its order or purchase agreement. All delivered goods shall be properly marked with an identification number enabling the allocation of the goods to the corresponding certificate.
9. Industrial rights
9.1 The seller undertakes to void the purchaser of any claims of third parties in respect of possible breach of their industrial rights. This provision shall apply in case the industrial rights of the seller's subcontractor have been breached.
9.2 The only exception from the previous provision is the case when the seller manufactures the products according to the drawing documentation or reference samples of the purchaser’s without knowing that the documentation and/or the samples violate industrial rights of third parties.
9.3 At the purchaser's request the seller shall provide the purchaser with information on the industrial ownership rights that it possesses or license for the purpose of producing the goods delivered to the purchaser.
9.4 The purchaser and the seller shall keep one another informed on possible risks of breaching industrial rights of third parties and cooperate in order to prevent such breaches.
10. Final provisions
10.1 If any of the provisions of the purchase terms is invalid or ineffective or becomes invalid or ineffective, such invalid or ineffective provision shall be replaced with a provision the meaning of which will be as close to the original invalid provision as possible. The invalid or ineffective provision does not affect the validity or effect of other provisions. Changes or amendments to the purchase agreement or purchase terms shall be made in writing.
10.2 The purchaser is entitled to change this purchase terms unilaterally to the extent necessary. The new wording of purchase terms shall be delivered by the purchaser to the seller's address together with the order. The seller is entitled to refuse the change of purchase terms with a written notice delivered to the purchaser and withdraw from the purchase terms unilaterally.
10.3 The rights and obligations of the seller and the purchaser established by these purchase terms shall be governed by the laws of the Czech Republic.
10.4 Withdrawing from the agreement shall not affect the right to be paid the contractual penalty or default interest (if it has matured) or damages for breach of contractual obligations.
10.5 The parties shall first try to resolve all disputes arising in relation to these general terms of purchase and purchase agreements or related to their inception, execution and termination, as well as disputes challenging their validity, by mutual talks and an agreement. If no agreement can be reached using this procedure the dispute shall be finally decided with the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic, seated in Prague according to its rules. The arbitration proceedings shall be in Czech.
10.6 These purchase terms are effective since 23.January 2018.