General Terms and Conditions of Purchase 01/22
of SOLSOL s.r.o.,
Company Registration No. 29360391, with its registered office at Zeleného 652/9, Brno-město, Postcode 616 00, registered in the Commercial Register maintained by the Regional Court in Brno, file no. C75143 (hereinafter referred to as the “Seller”)
- Introductory Provisions
- These General Terms and Conditions (hereinafter referred to as the “GTC”) of the Seller are valid for the purchase of goods from the Seller and regulate the rights and obligations between the Seller and the customer as a Buyer.
- These GTC are business terms and conditions within the meaning of Section 1751(1) of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the “Civil Code”), and apply to all sales of goods by the Seller in cases where a Buyer is a legal entity or a person who acts when ordering goods within the scope of its business activity or within the scope of its independent exercise of profession.
- By entering into a framework agreement for the supply of goods (hereinafter referred to as the “Framework Agreement”) or a Purchase Agreement, the Buyer declares and confirms that it has read these terms and conditions and that it agrees to them. These GTC form an integral part of each Framework agreement and Purchase Agreement entered into.
- These GTC are the only terms and conditions that apply to the contractual relationship between the Seller and the Buyer; the use of other terms and conditions, in particular any terms and conditions of the Buyer, is not allowed. The Buyer’s response pursuant to Section 1740(3) of the Civil Code with an amendment or deviation from the offer or these GTC does not constitute acceptance of the offer to enter into the agreement, even if it does not materially change the terms of the offer or these GTC.
- Provisions deviating from these GTC may be agreed in the Framework Agreement and/or in the individual Purchase Agreement and always only in writing. Deviating provisions in the Framework Agreement and/or Purchase Agreement shall prevail over the provisions of these GTC.
- Entering into a Separate Purchase Agreement and/or Framework Agreement
- The contractual relationship between the Seller and the Buyer is established
- by entering into a separate Purchase Agreement, or
- by entering into a written Framework Agreement, by which the Seller and the Buyer agree between themselves the framework conditions for the delivery of the goods, which are binding for the duration of the Framework Agreement and the subsequent partial Purchase Agreements.
- Price of Goods, Method of Payment
- The Buyer undertakes to pay the Seller the purchase price for the goods delivered under the Purchase Agreement or partial Purchase Agreement. The purchase price for the goods shall be determined in accordance with the prices according to the Seller’s current price list, unless the parties agree in writing on contractual prices different from the Seller’s price list. The purchase price will always be plus VAT at the statutory rate, unless otherwise provided by law.
- The purchase price does not include the cost of transport from the warehouse in Rotterdam to the place of performance, if delivered under EXW or FCA Rotterdam delivery rules.
- The purchase price includes the costs related to the preparation of the goods for transport from the customs warehouse in Rotterdam, i.e. in particular the packaging costs, the costs associated with the preparation of the necessary documentation, any customs duties, and import charges, depending on the INCOTERMS 2020 condition applied.
- Together with the purchase price, the Seller shall also charge the Buyer for the costs of repossession, processing, recovery and disposal of waste electrical equipment in an amount determined by the weight of the goods returned. The billing and payment of costs for the repossession, processing, recovery and disposal of waste electrical and electronic equipment shall be governed by applicable legislation, in particular the provisions of Section 73 of Act No. 542/2020 Coll., on End-of-Life Products, as amended. The specific amount of the recycling fee per 1 kg of goods is specified in the Purchase Agreement or Framework Agreement. The total recycling fee will be determined upon delivery of the goods at the latest and according to the actual weight of the goods and will be stated in the invoice.
- If it is agreed in the Purchase Agreement or in the Framework Agreement, the Seller is entitled to require the Buyer to pay an advance payment or the full purchase price of the goods before they are shipped or handed over to the Buyer. Section 2119(1) of the Civil Code shall not apply.
- Until the price of the goods is paid in full, the goods are the exclusive property of the Seller. By paying the full purchase price of the goods, the Buyer acquires ownership of the goods.
- Payment Terms and Invoicing
- Payments of orders will be made in the currency specified in the order (CZK or EUR) on the basis of an invoice – tax document. In the case of payments in CZK, conversions will be made according to the daily central exchange rate of the Czech National Bank + CZK 0.5 available on the day of the transaction.
- Payment of the purchase price of the goods will be made in EUR to the Seller’s euro account. In case of payment in CZK, the Seller’s account in CZK currency will be used according to the agreed conversion rate based on the invoice – tax document. In case of payment in CZK to the EUR account or payment in EUR to the CZK account, the exchange rate difference resulting from the currency conversion will be invoiced.
- The invoice shall separately state the costs for the repossession, processing, recovery and disposal of waste electrical equipment.
- The Seller is entitled to issue an invoice on the day of unloading of the goods at the customs warehouse in Rotterdam at the earliest or, if delivery of the goods is agreed, on the day of dispatch of the goods to the Buyer. The Buyer’s obligation to pay is fulfilled on the day the purchase price is credited to the Seller’s account.
- The due date of the purchase price is stipulated in the Framework Agreement or the Purchase Agreement.
- In the case of agreed advance payments, the advance payment will be invoiced in the agreed amount immediately after entering into the Purchase Agreement. Failure to pay the advance payment agreed between the Seller and the Buyer by the due date may be grounds for postponement of the delivery date and also for withdrawal from the contract by the Seller.
- The tax documents issued by the Seller will be delivered to the Buyer’s e-mail box specified in the Purchase Agreement or the Framework Agreement.
- The Seller is entitled to invoice each agreed partial performance.
- Invoices shall contain the elements stipulated by the applicable legal regulations (in particular Act No. 563/1991 Coll., as amended, Act No. 235/2004 Coll., as amended, and Act No. 542/2020 Coll., as amended).
- Delivery of Goods
- The delivery of goods is governed by the INCOTERMS 2020 rules developed by the International Chamber of Commerce.
- Each Framework Agreement or Purchase Agreement will specify the abbreviation of the delivery rule according to INCOTERMS 2020, the place of delivery and the delivery date. It will be one of the following rules:
- FCA(a): The Seller shall deliver the goods to the Buyer when the goods are loaded onto the means of transport provided by the Buyer. The place of delivery is located in the Seller’s external warehouse abroad.
The basic obligations of the Seller and the Buyer under the FCA Delivery Rule:
export clearance: Seller
Passing of risk: Once the Seller has loaded the goods onto the means of transport provided by the Buyer.
- DDP: The Seller shall provide the transport to the Buyer’s place of residence and pay any customs duty in the buyer’s country.
Basic obligations of the Seller and the Buyer:
export clearance: Seller
Passing of risk: Once the goods are ready for unloading at the place of delivery or as agreed.
- EXW: The Seller shall fulfil the delivery as soon as it makes the goods available to the Buyer at the Seller’s premises or at another location (e.g. warehouse, etc.).
Basic obligations of the Seller and the Buyer:
Passing of risk: Once the goods have been collected at the Seller’s warehouse or office or at any location where the goods are collected.
The above brief description of the individual INCOTERMS 2020 rules is for information purposes only. A detailed description of the individual delivery conditions, as well as the moment of passing of risk of damage and other delivery conditions, are set out in the INCOTERMS 2020 rules issued by the International Chamber of Commerce. In the event of a conflict between the above brief description of the individual rules and the official text of the rules, the official text of INCOTERMS 2020 shall prevail. However, if other clauses of these GTC and/or the Framework Agreement or the Purchase Agreement contain a modification of the rules set out in the relevant INCOTERMS 2020 clause, this modification shall apply.
- In the event that the buyer requires a place of performance other than the Seller’s customs warehouse in Rotterdam or shipping warehouse, the Seller undertakes to arrange for the transport of the goods to such a designated place of performance, based on a pre-agreed calculation of the transport price, which the Seller will negotiate with the carrier. The Seller arranges for transportation at the Seller’s expense and risk. The shipping cost is not included in the purchase price of the goods.
- The Buyer shall take delivery of the goods by confirmation of the delivery note or other similar document of delivery of the goods to the Buyer (e.g. CMR) by a responsible employee of the Buyer or an authorised carrier. Acceptance of the goods shall be deemed to be the fulfilment of the transport condition according to INCOTERMS or, if agreed, other aforementioned proof of acceptance.
- The deadline for delivery of the goods may be unilaterally extended by the Seller in case of delay of the suppliers with the delivery of the ordered goods. The Buyer will always be informed of the extension well in advance. The delivery period will also be extended by the duration of the circumstances caused by force majeure for which the delivery cannot be made within the agreed period.
- The Buyer is obliged to properly inspect the delivered goods upon acceptance and to record any differences in quantity and quality in the delivery note, or also in the bill of lading, and to notify the Seller immediately in writing (even by e-mail). Also, any obvious defects found upon acceptance of the goods – e.g. damaged packaging – must be noted directly in these documents.
- If the Buyer arranges the transport of the goods itself, it undertakes to collect the goods within 3 days after receiving the Seller’s request to collect the goods. If the Seller fails to do so, the Seller may, starting from the day following the expiration of the said period, start charging storage fees or arrange for transport of the goods at the Buyer’s expense. The Buyer will be charged a storage fee of 0.02% per day of the purchase price of the unclaimed goods (unless the Parties agree in writing to extend the time for collection of the goods).
- Rights from Defective Performance
- The Seller provides a guarantee for the quality, functionality and performance of the goods for 24 months, or according to the valid price list, from the date of delivery of the goods and signing of the delivery note. The Buyer acknowledges that in the event that the manufacturer of the goods provides a longer warranty for the quality, functionality or performance of the goods, the Buyer, after the expiration of the warranty period provided by the Seller referred to in the first sentence, shall claim any defects in the goods directly from the manufacturer of the goods in accordance with its warranty conditions (the provisions of Section 2117 of the Civil Code shall not apply in this case). The Seller shall provide the Buyer with the warranty conditions of each manufacturer upon delivery of the goods. The Buyer acknowledges that for goods for which a warranty certificate is not delivered, only the warranty according to the first sentence is provided. The provisions of this article are without prejudice to any different provisions in the warranty conditions of individual manufacturers.
- The warranty period starts at the time of handover. The Seller’s liability for defects covered by the warranty does not arise if these defects were caused after the transfer of the risk of damage by external events and were not caused by the Seller or persons with whose help the Seller fulfilled its obligation.
- In the event that the delivered goods have a defect, the Buyer shall be obliged to lodge a complaint in writing (even by e-mail) to the Seller without undue delay after their discovery. The Buyer shall also inform the Seller whether it requires the rectification of the defect or replacement of the goods or a discount on the purchase price of the delivered goods. If the Buyer neglects to specify, it shall be deemed to have requested that the defect be rectified by repair. After the expiry of the warranty period provided by the Seller, the Buyer is obliged to claim any defects in the goods directly from the manufacturer of the goods in accordance with its warranty conditions. The Seller shall not be liable for any defects in the goods after the expiry of the warranty period provided under paragraph 1, first sentence of this Article or for the manner and length of handling of claims by individual manufacturers. The performance of the quality guarantee does not extend the warranty, suspend it, start a new warranty period or give rise to any other new claims to the quality guarantee.
- In the case of replacement delivery and replacement of any defective goods for faultless goods, the Buyer shall be obliged to return the claimed goods to the Seller in the condition and quantity in which it was received. All costs associated with the exchange and return of goods are the responsibility of the Seller.
- The Parties undertake to take all measures available to them to prevent damage and to keep any damage incurred to a minimum.
- VAT Obligations
- The Buyer, which is a VAT payer, declares that:
- it is not an unreliable payer within the meaning of Section 106a of Act No. 235/2004 Coll., on Value Added Tax (hereinafter referred to as the “VAT Act”);
- the Buyer’s bank account, to which the Seller will eventually pay payments in connection with the Purchase Agreement, is and will be an account that is duly kept in the register of bank accounts of VAT payers;
- there are no grounds on the basis of which the Seller would or could become liable for the tax liability of the Buyer arising from the VAT charged by the Seller.
- The Seller shall be entitled to withhold the VAT amount from any invoice issued by the Buyer in connection with the contracts entered into and the GTC and to pay the relevant payment to the Buyer without VAT amount withheld in this way, especially in the following cases:
- the Buyer has become an unreliable payer; or
- the Buyer requests that the transaction be made to a bank account other than the one listed in the VAT register.
- The Seller is entitled to pay the withheld amount of VAT on behalf of the Buyer to the account of the tax administrator pursuant to Sec. 109a of the VAT Act or directly to the Buyer, if the Buyer proves that its obligation to pay VAT has been duly and timely fulfilled.
- In the event, even if only partially, of the Buyer's delay in payment of the invoice, the Buyer is obliged to pay, at the Seller’s request, a contractual penalty of 0.05% of the amount due for each day for which the delay lasts. The Seller’s right to claim damages against the Buyer on the same basis is not affected by this contractual penalty provision and it is also applicable that the Seller may claim damages in addition to the contractual penalty.
- If the Buyer has financial obligations payable to the Seller, the Seller is entitled to interrupt the delivery of goods until full payment of the obligations by the Buyer, even in the case of previously confirmed orders, i.e. purchase agreements. During this period, the Seller is not in default of its obligations. The Seller’s deadline for delivery of the goods that has been interrupted for the reasons stated above shall be extended by the time until the payment of the due obligations.
- Default interest, contractual penalty or compensation for damages is payable within seven calendar days of the date of receipt of the request for payment by the entitled party, together with the relevant invoice issued in accordance with applicable law.
- The agreement on contractual penalty or default interest is without prejudice to the claim of the other party to compensation for damages in excess of the contractual penalty or default interest.
- Withdrawal from the Purchase Agreement
- The notice of withdrawal from the Purchase Agreement must be made in writing and sent to the other party to the address specified in the header of this Agreement or to the data box of the other party.
- Withdrawal from the Agreement shall terminate the Agreement from the outset, with the legal effects of withdrawal on the date of delivery of the notice of withdrawal to the other party. Withdrawal from the Agreement does not extinguish the right to the payment of unjustified enrichment, to the payment of a contractual penalty or to compensation for damages.
- Withdrawal from the Purchase Agreement by the Seller:
The Seller’s withdrawal from the Purchase Agreement is governed by the provisions of Section 2001 et seq. of the Civil Code, where a material breach of the Buyer’s obligations is considered to be (i) the Buyer’s delay in payment more than ten (10) days after the due date of the Seller’s invoices, lack of communication from the Buyer, provision of false or unreliable information about the expected date of payment of the Buyer’s debt, the commencement of insolvency proceedings of the Buyer, etc. In such a case, the Seller is entitled to withdraw from the Purchase Agreement and the Buyer is obliged to compensate the Seller for the damage incurred by the Seller in its entirety. The Seller’s withdrawal from the Purchase Agreement does not affect the Buyer’s obligation to pay the Seller the contractual penalties agreed in these GTC.
- Withdrawal from the Purchase Agreement by the Buyer:
The Buyer is entitled to withdraw from the Purchase Agreement only in the event of a material breach of contractual obligations by the Seller. The Parties agree that a material breach of this Agreement on the part of the Seller is a delay by the Seller in the delivery of the Goods of more than ten (10) calendar days. If the Buyer withdraws for other reasons, it is obliged to pay the Seller a withdrawal fee of 10% of the price of the ordered goods not collected.
In the event of the Buyer’s withdrawal from the Purchase Agreement entered into, the Seller is entitled to charge the Buyer for the costs demonstrably incurred on the date of delivery of the Buyer’s withdrawal notice to the Seller.
Withdrawal from the Agreement must be made in writing by the Buyer, who is also obliged to pay the Seller any financial benefits agreed in the Purchase Agreement and these GTC within fourteen (14) calendar days of withdrawal. The Seller’s right to compensation from the Buyer is not affected.
- Force Majeure
- Circumstances excluding liability are considered to be cases of force majeure according to the provisions of Section 2913(2) of the Civil Code (hereinafter referred to as “force majeure”). Force majeure shall be deemed to be an extraordinary, unforeseeable and insurmountable obstacle which has arisen independently of the will of an obligated party and which prevents it from fulfilling its obligation, if it cannot reasonably be assumed that the obligated party would have averted or overcome the obstacle or its consequences and that it would have foreseen the obstacle at the time of entering into this Agreement, in particular, natural disasters, embargoes, civil wars, insurrections, war conflicts, including the consequences of the Russian-Ukrainian military conflict, terrorist attacks, riots or epidemics, including a coronavirus epidemic and related measures by public authorities to limit the spread of the epidemic.
- The liability of the Parties shall not be excluded by an obstacle that arose only at a time when the obligated party was in default in the performance of its obligation, or which arose from the economic circumstances of the obligated party, or an obstacle which demonstrably and substantially could not have affected the performance under this Agreement, or an obstacle which the obligated party could have overcome under this Agreement.
- The Party claiming force majeure shall be obliged to notify the other Party immediately in writing (within five calendar days of their occurrence at the latest), specifying the nature of the obstacle that prevents or will prevent it from fulfilling its obligations, the expected duration of the obstacle and its consequences, and to take all available measures to mitigate the consequences of non-fulfilment of contractual obligations. The other Party shall acknowledge receipt of such message in writing without undue delay.
- The party making the claim also undertakes to notify the other Party immediately in writing of the termination of the force majeure and to provide written proof no later than five calendar days after the termination of the force majeure or after the removal of the obstacles that prevented it from fulfilling its contractual obligations. The other Party shall acknowledge receipt of such message in writing without undue delay.
- If the force majeure effect demonstrably lasts longer than two months and if the force majeure effect demonstrably prevents either Party from fulfilling the obligations agreed in this Agreement, both Parties have the right to withdraw from the Purchase Agreement or agree to extend the delivery dates.
- Force majeure shall preclude a claim for contractual penalties against the party affected by force majeure, a claim for damages or any other punitive damages, if agreed. The party affected by a force majeure event is not in default in the performance of the obligation to which it is contractually bound.
- Arbitration Clause
- Pursuant to Act No. 216/1994 Coll., the Parties expressly agree that all property disputes arising from this Agreement, as well as disputes that may arise in the future from the legal relationship established by this Agreement, with the exception of disputes arising from distraint and disputes caused by insolvency proceedings, unless resolved by mutual agreement, shall be entitled to arbitration by: JUDr. Karel Schelle, LLM., MBA, attorney at law registered with the Czech Bar Association under number 12495, with place of practice at Ambrožova 6, 635 00 Brno. The arbitrator designated by this arbitration clause shall decide disputes without an oral hearing, based only on written materials submitted by the Parties. However, if the arbitrator does not consider the written materials sufficient, he or she shall be entitled to order an oral hearing. The arbitrator shall serve the arbitration claim on the other party (the defendant) with an order inviting the defendant to comment on the claim within 15 days from the date of service. If the other party (the defendant) fails to respond to the claim within 15 days of the date of service of the order, the arbitrator shall be deemed to accept the claim. The order by which the arbitrator invites the defendant to make a statement shall contain a statement to that effect.
- The arbitration shall be conducted in accordance with the laws of the Czech Republic and the principle of fairness shall be applied. The arbitral award does not have to be reasoned. This also applies if, at the request of either party, the dispute is resolved in the course of the arbitration proceedings by reaching an amicable settlement in the form of an arbitral award.
- The costs of the arbitration are:
- the fee for arbitration proceedings is 4% of the value of the subject matter of the dispute, but at least CZK 5,000 plus VAT according to the statutory regulations. The fee represents the arbitrator’s remuneration.
- special costs incurred in the hearing and determination of the dispute in arbitration.
- The relevant provisions of the Code of Civil Procedure shall apply mutatis mutandis in deciding on the costs of the arbitration.
- The arbitral award shall become final and enforceable on the date of delivery. Unless this clause provides otherwise, Act No. 216/1994 Coll. applies. Issues of arbitration not defined by this arbitration clause and not regulated by this Act shall be decided by the appointed arbitrator himself/herself.
- Other and Final Provisions
- Any document that is required to be delivered to the other Party under the Purchase Agreement, the Framework Agreement or under generally binding legal regulations (e.g. a withdrawal) shall be delivered to the other Party by personal delivery or by registered letter sent to its address as it appears in the Commercial Register, whether through a postal licence holder or other organisation dealing with the delivery of documents, or by data box. Ordinary correspondence that does not affect the formation, modification or termination of the Purchase Agreement or Framework Agreement or in cases where the Parties have agreed on e-mail delivery in the Purchase Agreement or Framework Agreement, may also be delivered by e-mail. In the case of delivery by e-mail, the effects of a legal transaction shall take place on the next working day after the date of sending the e-mail message containing the expression of will to the e-mail address of the other Party.
- The Seller is entitled to unilaterally amend and supplement these GTC. This provision does not affect the rights and obligations arising during the period of validity of the previous version of the GTC.
- If for any reason any provision of these GTC, the Framework Agreement or the Purchase Agreement becomes invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the validity and effectiveness of the remaining provisions, unless it is clear from the nature of such provision or its content that the invalid or unenforceable provision cannot be severed from the rest of the content of the Agreement. If any provision of this Agreement becomes invalid or unenforceable, the Parties shall enter into negotiations to re-arrange their relationship so as to preserve the original intent of the Agreement.
- The rights and obligations not covered by these GTC, the Framework Agreement and the Purchase Agreement are governed by the laws of the Czech Republic, in particular Act No. 89/2012 Coll., the Civil Code, as amended.
- These GTC are valid and effective from 1 July 2022.