Terms of business

fgFORTE, s.r.o. - General Business Terms and Conditions

Preamble

1) fgFORTE s.r.o., Company ID no.: 269 16 363, with its registered seat in Kroměříž, registered with the Companies Register kept by the Brno Regional Court, section C, inset 45219 (hereinafter referred to as “Seller“), is involved e.g. in the production of switchboards, batteries, cables, conductors and TV antennas.

2) These General Business Terms and Conditions (hereinafter referred to as “GBTC“) will be used as supporting documents defining the contractual relationships between the Seller and the Buyer in case that they enter into a Purchase Agreement for the delivery of the goods by the Seller to the Buyer. These GBTC are not applied only in cases when their application is explicitly ruled out contractually.

3) These GBTC are governed by the provision of § 1751 and following paragraphs of the Act no. 89/2012 of the Coll., New Commercial Code.

4) The terms “agreement”, “contract” or “purchase agreement”, if used in these GBTC, refer not only to written Purchase Agreements, but all offers to deliver goods made by the Buyer that are accepted by the Seller (oral Purchase Agreement).

I. Validity

1) The provisions stipulated by these GBTS are binding for both contractual parties in full extent, unless the Seller and Buyer agree otherwise in the Purchase Agreement.

II. Order, entering into agreement

1) The customer’s (Buyer’s) order is a proposal to enter into the Purchase Agreement.

2) The Purchase Agreement is entered into at the moment when the Seller accepts the Buyer’s order unconditionally. If the Seller does not accept the Buyer’s order unconditionally, the Purchase Agreement is entered into at the moment of the delivery of the Buyer’s confirmation of approval of the Seller’s counter-proposal.

3) The Buyer’s order must contain at least the following data:
a) Buyer’s identification data (company, seat, Company ID No., Tax Identification No.)
b) Buyer’s bank account data
c) Name and signature of person authorised to represent the Buyer
d) Clear definition of goods (product), design, amount and other requirements
e) Point of delivery of goods and/or transport method requirement
f) Delivery date

3) The order may be delivered in writing to the Seller’s address or electronically to the Seller’s email address.

4) Based on the agreement entered into with the Buyer, the Seller will supply to the Buyer the goods, defined individually or in quantity and type, and transfer the ownership rights to the goods onto the Buyer. The Buyer is obliged to pay the agreed purchase price for the goods.

5) By entering into the Purchase Agreement, the Buyer confirms that he or she has read these GBTS and agrees with their content unconditionally.

III. Delivery of goods

1) Unless agreed otherwise in the agreement, the point of delivery of the goods is the Seller’s registered seat, in compliance with the INCOTERMS 2010 EXW (Ex works) clause.

2) The Seller is entitled to deliver the goods to the Buyer on the day set by the agreement, or otherwise determined by a method stipulated in the agreement; if no such date is set, the Seller may supply the goods at any time during the term set in the agreement. If no term for is set in the agreement for the delivery of the goods, the Seller will supply the goods to the Buyer upon receiving the Buyer’s written notice, in a term that is adequate given the nature of the goods and the point of delivery.

3) The Seller is entitled to deliver the goods in partial shipments. The Buyer is obliged to accept the partial shipment from the Seller.

4) If agreed in the agreement that the goods will be delivered to the Buyer in partial shipments (partial performance), the Buyer is not entitled to terminate the agreement if the Seller gets in default with the delivery of parts of the goods.

5) The Seller will deliver the goods to the Buyer in amount, quality and design stipulated in the agreement. If the agreement does not specify how the goods should be packaged or secured for the transport, the Seller is obliged to pack/secure the goods for the transport in a manner that is common for the transport of such goods in business contact, as required for the storage and protection of the goods. Unless agreed otherwise, the goods are packed for cargo truck transport. The used packaging and fixation material is returned to the Seller, if explicitly stipulated in the agreement.

6) If the agreement does not stipulate the quality or design of the goods, the Seller is obliged to deliver the goods in quality and design adequate for the purpose set in the agreement, or if the purpose is not stipulated in the agreement, for the purpose for which these goods are usually used.

IV. Price

1) The purchase price is set in compliance with the Act. No. 526/1990 of the Coll. on prices. The purchase price of the goods is agreed between the contractual parties in the agreement and is based on individual calculation of the price of the goods according to the Seller’s pricing offer valid as of the date when the agreement is entered into, unless the purchase price is set through the reference to the Seller’s current pricelist. The Buyer acknowledges that the Seller is entitled to change its pricelist according to the development of the price level of the goods. The new pricelist gains effect from the date when it is published through the Seller’s website.
2) The value added tax (VAT) will be added to the purchase price, according to the valid legal norms. The Buyer is obliged to pay the purchase price of the goods incl. the value added tax according to the generally binding legal norm valid as of the date of taxable supply.
3) The Buyer acknowledges that the Seller’s general non-specific offer pricelists and goods’ prices listed in advertising materials are indicative prices and are not binding for the Seller, unless they become binding within explicit agreements made by the contractual parties as part of the concluded Purchase Agreement.
4) The Seller retains full ownership of the goods until the purchase price is paid fully.
5) If the Buyer fails to pay the purchase price by the relevant invoice’s due date, as well as in the additional term of seven days after the invoice’s due date, the Seller is entitled to terminate the relevant agreement. The Buyer is obliged to return to the Seller the goods supplied on the basis of the concluded agreement at the Seller’s registered seat immediately after the Seller terminates the agreement, but no later than 5 calendar days after the notice of the termination of the agreement by the Seller is delivered to the Buyer. In case of default with the return of the goods, the Buyer is obliged to pay to the Seller the contractual penalty of CZK 1,000 for each commenced calendar day in default.

V. Maturity of price and payment terms

1) The Buyer is obliged to reimburse the purchase price for the goods based on the delivered invoice (tax document), due in 14 days from issuance, unless stipulated otherwise in the agreement. The invoice is regarded as a call for the payment of the purchase price of the goods and may have the format of invoice – tax document or pro forma invoice; in such a case, the Seller will deliver to the Buyer after the goods are handed over the certificate of taxable supply-invoice for the payment of the potential additional payment of the rest of the purchase price.

2) In case the Buyer gets in default with the payment of the purchase price of the goods, the Buyer is obliged to pay to the Seller the contractual penalty amounting to 0.05% of the owed sum for each day of the default with the payment of the purchase price.

3) The Buyer acknowledges that in case of default with the payment of the purchase price of the goods, the Seller is entitled to suspend the delivery of the goods that have not been delivered yet, based on all purchase agreements entered into with the Buyer, until the Buyer fully settles all liabilities towards the Seller; such suspension does not form an infringement of the agreements by the Seller or the Seller’s default with the delivery of the goods and does not give the Buyer the right to terminate the purchase agreement.

4) The purchase price will be reimbursed by the Buyer by bank transfer to the Seller’s bank account stipulated in the agreement or the delivered invoice, unless agreed otherwise. The payment day is the day when the sum has been credited to the Seller’s account or the sum corresponding to the purchase price of the goods has been deposited to the Seller’s cash register at the Seller’s registered seat.

5) The tax document (invoice) will be issued and sent to the Buyer electronically to the Buyer’s email address, unless stipulated otherwise. By entering into the purchase agreement, the Buyer explicitly agrees to use the electronic tax document.

VI. Defects on goods

1) The Seller is responsible for the defects on the goods at the moment when the risk of damage to the goods is being transferred upon the Buyer. The Seller is liable for defects on the goods incurred after the moment when the risk of damage to the goods is transferred upon the Buyer if the defect on the goods was caused by the infringement of obligations by the Seller.

2) The Buyer is obliged to inspect the goods immediately as soon as possible after the risk of damage to the goods is transferred.

3) Unless stipulated otherwise in the agreement, the Seller provides the Buyer with warranty of the quality of the goods – 12 months warranty period for the quality of stationary batteries, 12 months warranty for the quality of traction batteries, 12 months warranty for recharging devices and 6 months warranty for other goods offered and delivered to the Buyer by the Seller. If the Seller will perform servicing of the delivered goods by the Buyer, the Seller will provide the Buyer, based on a special agreement, with prolonged warranty for the quality of the goods, depending on the type of product (goods). By providing the warranty for the quality of the goods, the Seller guarantees that the delivered goods will be eligible over the warranty period for utilisation for the contractual or otherwise standard purpose and/or will preserve the contractual or otherwise standard features and qualities. By entering into the agreement, the Buyer acknowledges that if the subject of the purchase is any accumulator, the warranty does not cover the exhaustion of the accumulator’s capacity (life cycle expiration).

4) The warranty does not cover the defects on the goods incurred as a consequence of inadequate usage, unprofessional maintenance, unprofessional intervention by a different servicing technician than the Seller’s authorised servicing technician or the failure to comply with the Seller’s goods maintenance and usage instructions (warranty certificate/user’s guide).

5) The Seller is also not responsible for defects covered by the quality warranty if the defects were caused by external circumstances after the transfer of the risk of damage to the goods and were not caused by the Seller and/or persons/organisations used by the Seller to meet its commitment.

6) Unless stipulated otherwise by the agreement, the warranty period commences on the day when the goods are delivered. If the Seller is obliged by the agreement to send the goods, the warranty period commences on the day when the goods are delivered to the point of delivery. The warranty period is suspended for the time for which the Buyer is unable to use the goods due to defects for which the Seller is responsible.

7) Claims arising from the defects on the goods are governed by the provisions of the Commercial Code, unless stipulated otherwise.

VII. Circumstances excluding liability

1) Obstacles occurring independently of the will of the obliged party that prevent it from fulfilling its duties or if it cannot be presumed reasonably that the obliged party would avert or overcome this obstacle or its consequences and that it would predict this obstacle at the time when the obligation is established are viewed as circumstances excluding liability. Obstacles occurred at the moment when the obliged party was in default with the fulfilment of its obligations or arising from its economic situation do not exclude liability. The effects excluding liability are limited solely to the period of existence of the obstacle to which these effects are related.

VIII. Ownership clause

1) The Buyer will assume the ownership rights to the goods only upon the full payment of the purchase price.

IX. Risk of damage to goods

1) The risk of damage to the goods is transferred upon the Buyer at the moment when the Buyer assumes the goods from the Seller, or should the Buyer fail to do so in time, at the moment when the Seller enables the Buyer to access the goods and the Buyer infringes the agreement by not accepting the goods.

2) If the agreement stipulates that the Seller is obliged to hand the goods over to a carrier at a defined location for transport to the Buyer, the risk of damage to the goods is transferred upon the Buyer at this location. If the purchase agreement stipulates the Seller’s duty to send the goods, but the Seller is not obliged to hand the goods over to a carrier for transport to the Buyer at a defined location, the risk of damage to the goods is transferred upon the Buyer at the moment when the goods are handed over to the first carrier for transport to the point of delivery. The fact that the Seller has access to documents related to the transported goods has no effect on the transfer of the risk of damage to the goods.

3) Damage to the goods incurred after the transfer of the risk of damage upon the Buyer has no effect on the Buyer’s duty to pay the purchase price.

X. Other provisions

1) The legal relationships between the Seller and the Buyer are governed by the Czech law, primarily the Act no. 89/2012 of the Coll., the New Civic Code, or other currently valid and effective legal norm in the Czech Republic.

2) The legal relationships arising from the agreement entered into by the Seller and Buyer are governed by the agreement, these GBTC and the goods maintenance and usage guide.

3) The Seller and the Buyer have agreed to resolve all disputes arising from the concluded agreement and related to the agreement through amicable settlement, if possible. If amicable settlement is not possible, the dispute will be handled by the materially and locally pertinent court of the Czech Republic.

XI. Final provisions

1) The Buyer is not entitled to misappropriate the goods delivered by the Seller outside of the Czech Republic without the Seller’s consent. In case of infringement of this duty, the Buyer is obliged to pay to the Seller contractual penalty amounting to 50% of the price of the goods stipulated in the original agreement between the Seller and the Buyer.

2) By entering into the agreement, the Buyer confirms having duly studied and approved these General Business Terms and Conditions.

3) All agreements entered into by the Seller and the Buyer are governed by these General Business Terms and Conditions, unless explicitly agreed otherwise.

4) The Buyer undertakes to keep in confidentiality all facts that it will learn in direct relation to the agreement entered into with the Seller.

5) The current wording of the GBTC is published on the Seller’s website. The Seller reserves the right to change or amend the GTBC. The Seller will inform the Buyer about the changes immediately by publishing the updated GTBC on its website, with the date from which the changes gain effect. The existing GBTS lose their effect when the new GBTC enter into effect.

6) These GBTC gain effect upon their signature by contractual parties.

 

Seller, location, date, signature                                   Buyer, location, datum, signature