General Business Terms and Conditions for Sale of Goods and Services
Article I Introductory provisions – the grounds of contractual relationships
The grounds of the contractual relationships between Domat Control System s.r.o. (hereinafter referred to as “the Seller”) and Buyer (“the Buyer”) shall be the following documents and legal standards in the following order of precedence:
- A contract or purchase order made in writing
- These general terms and conditions
- Commercial Code, as amended
- All technical directives and standards related to a specific job order, as amended
Provisions related to a job order in other documents not specified above shall be binding upon the Seller only if confirmed in writing by the Seller.
Article II Purchase orders and specifications
- The purchase order issued by the Buyer shall not be regarded as accepted by the Seller unless confirmed in writing by the latter or a representative of the Seller within 21 days of making out the purchase order.
- . Quantity, quality and description or any other specifications of the goods and services shall be governed by a quotation submitted by the Seller, if approved by the Buyer, or by the purchase order confirmed by the Buyer.
- The Buyer is responsible for accuracy of the conditions and data in the purchase order made out by him and shall be responsible for providing information necessary for the Seller related to the order goods and services and the way of delivery well in advance so the Seller would be able to perform the contract according to its conditions.
- Should the goods of the Seller to be modified from the standard design or newly developed or should any processes to be applied to the goods or services by the Seller in conformity with the specification submitted by the Buyer, the latter assumes responsibility for breach of any patents, copyrights, design, trademarks, other intellectual property rights of third parties in relation with the specifications required by him and shall be responsible for any compensation of material damage incurred to the Seller due to application of any claims raised by third parties against the Seller. In case of the changes mentioned above, price of the goods and services shall be specified in an individual calculation of the Seller, whereas the Seller shall have the right to include any and all costs and expenses related to the development or making of stock reserves resulting from the application of the specification submitted by the Buyer to the Seller. In case of disputes, the price specified in the price list of the Seller or in the original quotation without inclusion of modifications required by the Buyer at any time later may not be referred to.
- The Seller reserves the right to make any changes in the specifications of the goods or in the provision of the services required by law.
Article III Price of the goods
- The price of the goods shall corresponds to the price specified in the quotation of the Seller or should no price be specified, to the price specified in the price list published by the Seller and effective as of the day of acceptance of the purchase order. In case the goods is delivered for the purpose of export from the Czech Republic, the prices mentioned in the export section of the Seller’s price list shall be used.
- Based on a notification sent to the Buyer at any time before the delivery, the Seller reserves his right to increase the price of the goods or of the service to reflect costs of the Seller being out of control of the Seller for any reason (for example, fluctuations of exchange rates, monetary regulation, changes to customs tariffs, significant increase of costs for materials or other production costs), or to change the delivery terms unless the price and term of the delivery were confirmed by the Seller as fixed.
- . The price is without value added tax and the Buyer shall pay the same to the Seller in addition to the purchase price at the amount specified by applicable legislation effective as of date of invoicing.
Article IV Payment terms and conditions
- KThe Buyer agrees to pay the price for the goods within the deadline defined by the contract made in writing, the offer of the Seller accepted by the Buyer or purchase order confirmed by the Seller. Should none of these documents contain a term of maturity, the payment shall be made within 10 days of taking over of the performance agreed. Should a bank transfer be specified in the invoice issued by the Seller, the payment shall be made to the bank account of the Seller given in said invoice.
- SThe parties may agree that the Buyer will pay an advance payment for the performance of the contract.
- Should the Buyers fail to make a payment within the deadline or according to article IV.1 of these general business terms and conditions, the Seller may based on his own discretion:
a) withdraw from the contract
b) suspend further performance in favour of the Buyer until full payment
c) require late interest from the outstanding sum amounting to the late interest specified by law plus eight per-cent
d) assign the receivable to any third party without the Buyer’s consent. The Buyer will be informed about the transaction.
Article V Delivery
- The delivery of the goods shall be performed by the Buyer by picking up the goods in the premises of the Seller at any time after the Seller informed the Buyer about preparedness of the goods for delivery. For service or should a different place of the delivery of the goods be agreed by the Seller, the delivery of the goods by the Seller shall be made to the place as agreed.
- In case of delay of the delivery for reason other than reasons attributable to the Seller, the agreed terms of delivery shall be extended accordingly.
- Should the Buyer fail to take over the goods or service within the deadline specified, this failure will be without prejudice to his liability to pay the purchase price is agreed. The Seller shall arrange warehousing of the goods up and until taking over of the goods at the expenses of the Buyer.
Article VI Transfer of risk in sale of the goods
The risk of damage to the goods shall pass to the Buyer as follows:
- In case of delivery of the goods otherwise than in the premises of the Seller: at the moment of dispatching of the goods to a carrier; in case of the Buyer will not take over the goods within the deadline, at the moment when the Seller formally informed the Buyer about preparedness of the goods for delivery; if requested by the Buyer, the Seller shall arrange transport insurance at the expenses of the Buyer;
- vIn case of delivery of the goods in the premises of the Seller: at the moment of taking over the goods by the Buyer from the Seller.
Article VII Transfer of ownership
- . Regardless the delivery and transfer of the risk or regardless any provision of these general business terms and conditions, no transfer of ownership (including its commissioning in case of assembly or any other provision of service) shall take place to the Buyer up and until full payment of the price for the goods or service by the Buyer.
- Until transfer of ownership of the goods to the Buyer, the Buyer shall keep the goods (regardless the fact that agreed service was or had to be performed on the goods) as a confidential representative of the Seller and agrees to warehouse and protect the goods properly.
- Should the Buyer either sell or use the goods before the transfer of ownership in the course of normal business activity or lose the same due to an insurance event, the Buyer shall account for the proceeds from sale or any similar activity in association with the goods to the Seller, including any insurance benefit received and agrees to keep such income separately from other funds or property of the Buyer and third parties.
- Should the delivered goods be either processed or modified by the Buyer before transfer of ownership, the Seller will became the owner of the goods being processed or modified in this way. The same applies in case the goods of the Seller is fully processed and mixed with other goods.
- Should third parties make any steps towards provision of the goods or other handling therewith, the Buyer shall inform the Seller immediately to allow the Seller to ask for release of the goods. The Buyer shall be responsible for any damage in case of late notification.
Article VIII Warranties and exclusion from warranties
- The Seller warrants the delivered goods for 24 months. The place of delivery of the goods being claimed is the registered office of the Seller and the costs for application of the rights from the warranty shall be covered by the Buyer, unless demonstrably agreed otherwise.
- The Buyer shall be responsible for checking the goods according to the requirements of applicable laws of relevant country and for performing of the incoming inspection immediately after delivery.
- . Unless explicitly agreed otherwise, the Seller shall not be responsible for fitness of the goods (including the service provided, for example assembly) for a specific propose for which the Buyer intends to use the goods.
The warranties specified above are given by the Seller under the following conditions:
a) the Seller shall not be responsible for any defects and the goods due to design, function, or specification submitted by the Buyer;
b) up and until payment, the Seller shall not be responsible within the terms of the warranties in case the goods or service (or any part thereof) remain unpaid in time;
c) the warranty specified above applies only to components, materials, or devices delivered by the Seller;
d) the contractor shall not be responsible for any damage caused by the operation of said device, particularly of any damage incurred to the Buyer or third parties due to failure of the device delivered by the Seller or its functioning or malfunctioning;
e) the warranty doesn’t apply to defects or damage of products incurred due to incorrect installation or maintenance, improper application, negligence or any other reason different from normal commercial application. This clause doesn’t apply in case the activities mentioned above are/were provided by the Seller.
f) the operational instruction manual as a part of the takeover protocol has to be followed
Article IX Work accident prevention and interchange of risk factors at construction sites
When executing the projects, we use all required protective aids and instruments according to law. Normal risks common for electrical installation works appear here. When working in heights, objects may fall down, persons may be exposed to increased noise levels when drilling.
Before the works are about to start, please inform us about possible risks and regulations at the site in writing by a mail to firstname.lastname@example.org, or inform the person who is in charge by Domat to conduct site supervision. If we do not receive any notification, we assume that there are no exceptional risks at the particular project which was subject of the quotation.
Article X Other provisions
- These general business terms and conditions for sale of goods and services of Domat Control System s.r.o. shall be effective in full from the date of entering into a contract or a purchase order. The business terms and conditions are available from website http://domat-int.com/wp-content/uploads/termsandconditions.pdf . Domat Control System s.r.o. shall have right to change the provisions of these general business terms and conditions at any time. Any changes become effective upon publication of new version available from http://domat-int.com/wp-content/uploads/termsandconditions.pdf. For older terms and conditions, go to http://domat-int.com/wp-content/uploads/termsandconditionsarchives.pdf. J. Should a contract or purchase order (according to clause I./a) refer to these General business terms and conditions and said website link, the Buyer accept accepts the same by signing of the contract or purchase order without any reservations.
- EC Declaration of Conformity to company products are located on following URL address : http://domat-int.com/wp-content/uploads/Declaration-of-Conformity.pdf.
- These General business terms and conditions are binding upon the Buyer and Seller, unless contractual documents to a specific job define otherwise.
- It shall be understood in case of doubts that the Buyer has accepted these General business terms and conditions effective as of the date of sale of the goods and/or service because they are one of the documents according to clause I. without which any sale would not occur.
Domat Control System s.r.o.
Valid from: 1 January 2015
Domat Control System s.r.o., U Panasonicu 376, Pardubice, PSČ: 530 06