General sales conditions of the company PACOVSKÉ STROJÍRNY, a.s.
These sales conditions form an integral part of the contractual relationship of the company PACOVSKÉ STROJÍRNY, .a.s. (hereinafter referred to as "SC") with the customer in the case of deliveries of products, services or goods realized by PS.
- The conclusion of the contract is usually preceded by a request from the potential customer and an offer from PS.
- If it is not explicitly stated in the PS offer that it is a binding offer, it is an indicative offer, the fulfilment of which is not legally enforceable from PS.
- In the case of orders issued by the customer, the customer shall include in the order a link to the binding offer received from PS.
- In cases where there is no reference to PS's binding offer, PS reserves the right to specify the terms of order implementation (dates, documents required for implementation provided by the customer, contractual prices, etc.). The execution conditions will be communicated by PS to the customer in writing either by confirming the order issued by the customer or by sending a new offer that takes into account the detailed execution conditions.
- The validity of the offer is always limited to the period specified in it. If its validity is not stated in the offer, it is considered that the validity of this offer is 14 days from the date stated in the offer or from the date of its delivery, whichever occurs first.
2. Conclusion of the contract
- Deliveries of products, goods and services are carried out on the basis of orders or a contractual relationship.
- In the case of written contracts, the contract is concluded on the date specified in the contract.
- In the case of orders issued by the customer with reference to a PS binding offer, which were delivered to PS before the expiry date of the relevant binding offer, the date of conclusion of the contract is the date of delivery of the PS order.
- In other cases, the contract is concluded on the delivery date of the order written confirmation by PS to the customer.
3. Delivery times and dates
- In cases where there is a delay in the terms of the fulfilment of contractual obligations (handover of documents for implementation, other supplies required for the implementation of the contract, payments, acceptance of the subject of performance or partial performance, etc.) by the customer or persons designated by him, PS reserves the right to change contractual delivery dates. In such a case, PS shall immediately inform the customer of non-fulfilment of contractual obligations by the customer or persons designated by him, which may jeopardize the fulfilment of contractual terms by PS, and invite the customer to communicate a deadline for negotiating a remedy. In the event that the deadline for negotiating a remedy communicated by the customer means that PS is unable to meet the contractual deadlines, PS will inform the customer of the new performance dates as well as the additional costs that will arise as a result of the shift of the PS deadline. PS informs the customer of the said fact within 5 working days of receiving the customer's communication about the dates for arranging a remedy or within the period that was agreed with the customer for this purpose. A similar procedure is followed in cases where the customer has not informed PS of the date for arranging a remedy. In such a case, the date on which the rectification was agreed upon by the customer or the persons specified by him is considered to be the rectification deadline.
- In cases where delivery dates and deadlines are postponed due to non-fulfilment of contractual obligations on the part of the customer or persons designated by him, PS are not liable for additional costs incurred by the customer or persons designated by him as a result of the postponement of delivery dates and deadlines.
- In the event of a delay in delivery terms and dates due to non-fulfilment of contractual obligations by the customer or persons specified by him, PS are entitled to payment of contractual payments in the original contractual terms, unless these are payments that are directly related to the fulfilment of contractual deliveries by PS.
- The application of the above-mentioned provisions does not extinguish PS's right to payment of additional costs and damages incurred by PS due to non-fulfilment of contractual provisions by the customer or persons appointed by him, if these additional costs or damages could not be averted with reasonable efforts.
4. Delivery conditions and purchase price
- Unless otherwise agreed between PS and the customer, the contract price and delivery terms correspond to the EXW delivery terms with the place of delivery at PS headquarters according to the international contractual terms INCOTERMS 2020.
- The packaging of the goods is included in the purchase price. PS will ensure that the goods are delivered in a transport package so that the goods are protected to the usual extent against damage during transport.
- PS reserve the right to change the contract price in cases where there is an unexpected significant increase in the purchase prices of inputs needed for the implementation of the contractual relationship, which PS could not have anticipated at the time of concluding the contract even with reasonable efforts.
- In cases where a loading or delivery date is determined by the customer based on the contractual agreement, the customer is obliged to notify the requested date at least 3 working days in advance.
- When handing over the goods, the customer or the person designated by him, who takes over the delivery, is obliged to confirm to PS or the person designated by him (usually carriers) the delivery and bill of lading, or other documentation (JCD, etc.) according to the disposition of PS or the person designated by him.
- In cases where transport is provided by the customer or a person designated by him and the object of delivery is intended for export outside the territory of the Czech Republic, the customer, in accordance with the applicable EU legislation, is obliged at his own expense to ensure and deliver to PS a written confirmation from the buyer that the goods were exported outside the territory of the Czech Republic, provided with the prescribed details (date of issue, name and address of the customer, quantity and type of goods, date and place of completion of transport) and at least two other independent documents confirming the departure from the territory of the Czech Republic and the delivery/acceptance of the product or goods by the customer or a person designated by him outside the territory of the Czech Republic, issued or confirmed by a person other than the customer (JSD, CMR waybill, delivery note, invoice for the transport of goods, etc.). The customer is liable to PS for all damage caused to PS by the fact that the customer did not deliver, did not deliver properly, or delivered this documentation late.
- In the event that the customer withdraws from the contract or part of it, PS are entitled to reimbursement of costs demonstrably incurred in connection with the implementation of the given contract.
5. Transfer of ownership
- Ownership of the delivered goods becomes the property of the customer at the moment of fulfilment of all contractual obligations towards PS by the customer.
6. Warranty for quality and liability for defects
- In the case of defects and deficiencies in the subject of performance, it is the customer's responsibility to notify PS of the identified defects and deficiencies without unnecessary delay immediately after their discovery. PS are not responsible for any additional costs or damages incurred by the customer as a result of not notifying PS of detected defects properly and on time.
- Unless otherwise stated, PS provides the customer with a quality guarantee for a duration of 24 months from the date of acceptance of the goods, within the scope of delivery or work provided by PS. If the subject of delivery is also a third-party product, PS provides a warranty for this item in the length and scope of the warranty provided by the supplier of this item. In cases where the delivery date is delayed due to non-fulfilment of contractual obligations on the part of the customer, the warranty period for third-party products that are the subject of delivery begins on the originally agreed delivery date.
- The contracting parties have agreed that a material breach of the contract is in particular the occurrence of such a defect(s) which completely or in a substantial part makes it impossible to use the object of delivery. If it is not a material breach of the contract on the part of PS, the customer is not entitled to withdraw from the contract.
- The delivered goods are intended to be used exclusively in accordance with the purpose of use specified in the customer's procurement documentation and the purpose and manner of its use specified in the user documentation. PS are not responsible for damage caused to the customer or third parties, if this damage occurred due to unauthorized, unprofessional or unauthorized use of the delivery item.
7. Features of delivery
- PS are responsible for ensuring that the delivered goods meet the requirements set for them in accordance with the customer's procurement documentation and the relevant standards or certifications agreed as part of the contract or confirmed order.
- If user documentation is also part of the delivery, this, unless otherwise agreed, is delivered in two identical copies, in the Czech language, to the extent specified by the relevant standards.
8. Invoicing and payment terms
- PS are obliged to deliver invoices electronically or by registered mail to the e-mail address or address of the customer specified in the contract or written order. In the event that an address for the delivery of invoices has not been agreed upon in writing, the address for the delivery of invoices is considered to be the address of the customer's registered office.
- Unless otherwise agreed, invoices are payable within 30 days from the date of the taxable transaction. Advance invoices are then payable within 10 days from the date of their issue.
- The date of payment is considered the date of crediting of funds to the PS bank account or the deposit of cash in the PS cash desk.
- In the case of the customer's request for reissuance or delivery of the invoice after the invoice delivery date in accordance with Article 7.1. above, the new issue date will not be taken into account for the purposes of determining the due date of the given document.
- In case of payment against the contractual due date, PS are entitled to late payment interest in the amount of 0.05% of the late payment amount for each day of delay. Payment of late payment interest does not extinguish PS's right to reimbursement of costs for the collection of the relevant claim and any damage incurred by PS as a result of late payment.
- The customer is obliged to make non-cash payments to the following PS accounts held at Československá obchodní banka, a.s.:
- Domestic payments in CZK: 117663983 / 0300;
- Payments in EUR: IBAN: CZ23 0300 1712 8001 1766 3983, BIC: CEKOCZPP;
- Payments from abroad in CZK: IBAN: CZ17 0300 0000 0001 1766 3983; BIC: CEKOCZPP;
- Payments from abroad in other currencies: IBAN: CZ23 0300 1712 8001 1766 3983, BIC: CEKOCZPP.
9. No assignment, stoppage or setting-off
- The customer is not entitled to assign and/or move forward any of his obligations towards PS arising on the basis of or in connection with the contractual relationship between the customer and PS without the prior written consent of PS.
- The client is not entitled to transfer, as an assignor, any rights and/or obligations arising from the contractual relationship between PS and the client or part of it to a third party without the consent of PS, for the entire duration of the contract.
10. Force majeure and the risk of change of circumstances
- War, civil war, export restrictions or trade restrictions due to changes in political conditions such as strikes, shutdowns, operational accidents, restrictions on operations and other events that make the performance of the contract impossible or intolerable apply as force majeure and exempt PS for the duration of their existence from obligations of timely delivery of goods or other performance according to the contract. PS are obliged to inform the customer about force majeure, while both parties undertake to adjust their obligations to the changed circumstances.
11. Preservation of trade secrets
- PS and the customer agree that they consider all information obtained from mutual cooperation to be strictly confidential and undertake not to make it available to a third party and to use it exclusively for the purposes of mutual cooperation. Such information is primarily technical data, quantities purchased, prices and information about products and product development, about research and development plans and all business data of the other contractual partner.
12. Governing Law and Prorogation Clause
- Unless otherwise stipulated in the contract, the contractual relationship between PS and the customer is governed by Czech law. The substantive and local competent court for resolving disputes between PS and the customer is the District Court in Pelhřimov.