The relationship between the client, who is part of the CPI Property Group (the "Client"), and the supplier (the "Supplier", together with the Client as the "Parties" or individually as the "Party") named in the relevant order (the "Order"), created by the acceptance of the Order by the Supplier (the "Agreement") shall be governed by these General Terms and Conditions (the "GTC") unless otherwise agreed in writing. Depending on the character of the performance, in addition to this general part of the GTC, the relevant specific part of the GTC may also apply to the Agreement, depending on the subject of the Agreement.
1.1.1. Definition of performance. As agreed by the Parties, the subject of the obligation is defined in the Order (the "Performance"). Within the scope of the obligation, the Supplier may perform a supply of goods (the "Goods") and/or services (the "Services").
1.1.2. Applicability of the GTC provisions. Unless otherwise provided in these GTCs, if the provision of the Services by the Supplier results in the creation of an item (in the general part of the GTC the "Work"), all provisions of the general part of the GTC relating exclusively to the Goods apply equally to any Work. If the Services do not result in creation of an item, the provisions of the general part of the GTC relating exclusively to the Goods apply proportionately to such Services.
1.1.3. The ownership and risk of damage to the Goods. The ownership right to the Goods transfers to the Client at the moment of their receipt by the Client or the moment o payment, whichever is earlier. The risk of damage to the Goods transfers to the Client at the moment of their receipt by the Client.
1.1.4. Performance Properties. The Supplier agrees to deliver to the Client
(a)the Goods in the quantity, type, and specification agreed in the Order; and/or
(b)Services in the quantity and specification agreed in the Order;
and all Performance must be provided in the highest possible quality, free from any rights of third parties and defects.
1.1.5. Intellectual property rights. The Supplier assures the Client that the provision of the Services and/or the use and acceptance of the Goods will not infringe any third party rights in copyright, trademark, patent, utility model, industrial design, invention, biotechnological invention, the topography of a semiconductor product, trade name, designation of origin and geographical indication, trade secret, know-how, improvement design, goodwill, or any other third party intellectual property rights.
1.1.6. Sub-suppliers. If the Supplier uses sub-suppliers for the Performance, the Supplier is liable to the same extent as if the Supplier had performed the Performance itself.
1.2.1. Order Acceptance. If the Supplier accepts the Order, it shall confirm the Order by sending the scan of the signed Order by e-mail to the Client's contact details specified in the Order, no later than three working days from the delivery of the Order to the Supplier (unless otherwise specified in the Order), or confirm the Order in another manner agreed by the Parties.
1.2.2. Order acceptance by other means. If the Order is not confirmed within the period and in the manner specified in Article 1.2.1 of the GTC, the Supplier shall be deemed to have accepted the Order only if it confirms its acceptance within the same period in another appropriate manner not raising any doubt that it confirms the offer (unless otherwise specified in the Order).
1.2.3. Withdrawal of an offer. The Client reserves the right to withdraw from the Order until the Supplier's acceptance is received by Article 1.2.1 or 1.2.2 of the GTC. Withdrawal of the offer may be made in any form. The second sentence of Section 1736 of Act No. 89/2012 Coll., Civil Code, as amended, (the "Civil Code") shall not apply.
1.2.4. Refusal of an Order. If the Order is not accepted by the Supplier by the procedure set out in Article 1.2.1 or 1.2.2 of the GTC, the Supplier is deemed to reject the Order. Section 1743(2) of the Civil Code shall not apply.
1.2.5. Incomplete acceptance. The Supplier is not entitled to accept the Client's Order with any additions or reservations or only in part; such acceptance is deemed a new offer made by the Supplier, but the Client is not bound by it.
1.3.1. Delivery Date. The Supplier performs its obligation within the period specified in the specific Order (the "Delivery Date"). The time of performance is set for the benefit of the Client.
1.3.2. Location of performance. The Supplier undertakes to deliver the Goods and/or provide the Services at the location specified in the Order. If the area of performance is not specified in the Order, the Supplier shall perform at the location according to the purpose of the obligation. If the place of performance is not determinable in this manner, the Supplier shall perform at the place specified by the Client.
1.3.3. Receipt of Goods. The Supplier is obliged to deliver the Goods to the place of performance under the Order on the agreed Delivery Date and time in appropriate quality and with all documents related to the Goods and to allow the Client to inspect the Goods and, if required, to verify their functionality. After the Client inspects the Goods and, if needed, verifies their functionality, the Parties prepare a handover protocol unless the Parties agree otherwise.
1.3.4. Refusal to receive the Goods. The Client is not obliged to accept the Goods if, in its judgment, the Goods are defective. If the Client refuses to accept the Goods for the above reason, the Supplier is obliged, depending on the type of Goods, to remove the defects immediately or (if removal of the defects is not possible due to the nature of the Goods) to provide the Client with new Goods which fully comply with the specification set out in the Order, without undue delay, unless the Parties agree otherwise. This is without prejudice to the Client's claims arising from statutory regulations.
1.4.1. Price. The price specified in the Order (the "Price") includes all of the Supplier's costs associated with the Performance (in particular, transportation, installation, labour or other expenses, fees, tests, costs of goods or things procured by the Supplier in the performance of its obligation under the Agreement, etc.). The price is stated as a maximum and is not to be exceeded. If the Supplier is a VAT payer, VAT shall be added to the Price in as applicable under the legislation at the date of the tax liability, unless the Performance provided is a subject to the reverse charge regime.
1.4.2. Payment of the Price. The Price is due by transfer to the Supplier's bank account based on an invoice issued by the Supplier. Payment of the Price in instalments is possible only if so stated in the Order. The Price is payable in the currency specified in the Order.
1.4.3. Invoice Due Date. The invoice is due 30 days from the date of the Client's proven delivery of the invoice or 30 days from the date of the provision of the Performance (which is in particular the date of delivery of the Goods or the date of completion of the Service), depending on whichever is later. The invoice shall be deemed paid by sending the relevant amount from the Client's bank account to the Supplier's account specified in the invoice.
1.4.4. Invoice particulars. The invoice must contain all the requirements of a tax document within the meaning of Act No. 235/2004 Coll., on Value Added Tax, as amended (the "VAT Act"), in the case of a delivery of Goods, also the classification of the Goods according to the CZ-CPA classification and the information under Section 435 of the Civil Code.
1.4.5. Electronic invoicing. The Parties agree to use invoices issued under the Order in electronic form only (an invoice is in electronic form if it is issued and received electronically). The Parties agree that the authenticity of the origin of the invoice in electronic form and the integrity of its content will be ensured in accordance with the applicable law. The Supplier is obliged to deliver the invoice to the Client electronically (the "Electronic Invoice"), exclusively by e-mail to the e-mail address: invoice@cpipg.com. Electronic Invoice sent by the Supplier to an e-mail address other than that specified in the preceding sentence shall be deemed undelivered and ineffective. The Supplier is obliged to use only the Supplier's e-mail address specified in the Order for this purpose to send the Electronic Invoice, otherwise, the delivery of the Electronic Invoice is ineffective, unless the accompanying e-mail to the Electronic Invoice or the Electronic Invoice bears the electronic signature of an authorized person of the Supplier. The electronic invoice must always be sent to the client in PDF format and ISDOC (ISDOCX) format, if possible. Attachments to the Electronic Invoice that are not part of the tax document shall be sent to the Client only in PDF, JPG, DOC, DOCx, XLS, and XLSx formats. The Electronic Invoice will be produced in the frequency of 1 e-mail - 1 Electronic Invoice in a separate file and its attachments in a separate file(s). In the event an Electronic Invoice is sent to the Client, the Supplier undertakes not to send the same invoice in duplicate in paper form. The Supplier is obliged to send the invoice to the Client by the above procedure within five (5) working days of the date of provision of the Performance (which is in particular the date of delivery of the Goods or the date of completion of the Service).
1.4.6. Invoice Returns. The Client is entitled to return the invoice to the Supplier without undue delay if it does not contain all the elements according to Article 1.4.4 of the GTC or the documents specified in the Order. In this case, the Supplier is obliged to deliver a new invoice without delay, which meets all the requirements, and contains factually correct data and the agreed supporting documents. The due date under Article 1.4.3 of the GTC shall be interrupted in such a case and shall only start again upon delivery of a new, correctly issued invoice.
1.4.7. Liability for unpaid VAT. The Supplier undertakes to indicate in the Order and on the tax document issued under the Order and the GTC only the bank account published by the tax administrator by the VAT Act in a manner allowing remote access (the "Notified Account"). If the tax document indicates an account other than the Notified Account published on the date of the non-cash payment, the Client shall be entitled to transfer the relevant payment to any Notified Account of the Supplier published on the date of the non-cash payment. Payment to any Notified Account (i.e., an account other than the account specified on the tax document) shall be deemed by the Parties to be proper payment for performance under the Agreement. If the competent tax administrator discloses, in accordance with Section 106a of the VAT Act, in a manner allowing remote access, the fact that the Supplier is an unreliable payer, or if payment for a taxable supply made by the Supplier (VAT payer) in the domestic territory is to be made in whole or in part by wire transfer to an account held by a payment service provider outside the domestic territory (Section 109 of the VAT Act), the Client shall be entitled to withhold value added tax from any invoiced payment for the taxable supply provided and to pay it (without being called upon to do so as guarantor) on behalf of the Supplier to the relevant tax authority. The same procedure shall also apply if the Supplier requests payment to an account other than the Notified Account and the Client has no Notified Account of the Supplier at the date of the non-cash payment. Upon payment of the value added tax to the relevant tax authority in accordance with this clause, the payment of the taxable supply to the Supplier net of the relevant value added tax (i.e., tax base only) shall be deemed by the parties to be a proper payment under this Agreement (i.e. tax base and the amount of value added tax), and the Supplier shall not be entitled to any interest on late payment, penalties, damages or any other penalties against the Client, even if such penalties are assessed by the tax authorities. In the event that for any reason during the term of this Agreement the Client does not have a Notified Account of the Supplier available for payment under this Agreement, the Client shall be entitled to withhold any payment under this Agreement until the Supplier has notified the Client in writing of the Notified Account.
1.4.8. Supplier – non-taxpayer of VAT. If the Supplier is not a VAT payer, the provisions of these GTC relating by their nature to VAT payers do not apply.
1.5.1. Guarantee. The Supplier guarantees the quality of the Goods and undertakes that for the duration of the guarantee period the Goods shall have the characteristics defined in the Order, applicable laws, technical standards, or characteristics customary for the Goods. In determining the characteristics of the Goods, account shall be taken not only of the content and purpose of the Agreement but also of the previous communications between the Parties, as well as any advertising (including photographic samples) carried out by the Supplier for the type of Goods or the instructions of the Client. The guarantee period shall commence on the date of the handover of the Goods and its duration shall be specified in the Order (including any attachments thereto). If the guarantee period is not specified in the Order, a guarantee period of 24 months shall apply. Section 1921(2) of the Civil Code shall not apply.
1.5.2. Claims. The Client is obliged to notify the Supplier of a defect in the Goods during the Warranty Period (the "Defect Notice"). The Defect Notice must be sent to the Supplier in writing to the Supplier's registered address, with use of data box, or to the Supplier's contact e-mail address specified in the Purchase Order. The Supplier is obliged to confirm receipt of the Defect Notice within one (1) business day and to commence the removal of the Defect Notice within two business days. The Supplier undertakes to remove the defect within five (5) working days from the date of the Defect Notice. Removal of the defect shall mean, in particular, repair leading to full and faultless functionality of the Goods, delivery of new, faultless Goods, or removal of the legal defect.
1.6.1. Contractual penalties. The Supplier is obliged to pay to the Client: (a) for breach of the obligation to deliver the Goods and/or provide the Services within the Delivery Date, a contractual penalty of 0.3% of the Price or CZK 1,000, whichever is higher, for each day of delay, even if commenced, or (b) for breach of the obligation to deliver the Goods within an additional period after their rejection under Art. 1.3.4 of the GTC, a contractual penalty of 0.3% of the Price or CZK 1,000, whichever is higher, for each day of delay, or (c) for breach of the obligation to remedy the defect within the time limit under Article 1.5.2 of the GTC, a contractual penalty of 0.3% of the Price or CZK 1,000, whichever is higher, for each day of delay. If the Client withdraws from the Agreement due to the Supplier's delay, the Supplier shall also be obliged to pay the Client a contractual penalty of 10 % of the Price. In the case of breach of the obligation of confidentiality under Article 1.8.8 or 3.11.1 of the GTC by the Supplier, the Supplier is obliged to pay the Client a contractual penalty of CZK 100,000 for each case of such breach.
1.6.2. Default interest. The Supplier is entitled to demand from the Client interest on late payment at the statutory rate in the event of the Client´s delay with payment of the invoiced amount or part thereof, only if the Client is in default in payment of the invoiced amount after the expiry of the additional period for its payment of at least seven (7) working days as set out in the Supplier's notice delivered to the Client.
1.6.3. Due date of contractual penalty and default interest. The contractual penalty and default interest are due within 15 days of the date of the written demand for payment.
1.6.4. Relation to damages. The exercise of a claim for payment of a contractual penalty or its payment shall not affect the Client's right to claim full compensation for damages.
1.6.5. Loss of profit. The Supplier agrees that its rights to compensation for any financial or non-pecuniary damage against the Client are limited to compensation for real damage only. The Parties exclude, to the extent permitted by law, any rights of the Supplier to compensation for non-pecuniary damage and loss of profit.
1.6.6. Copyright Infringement. If the Goods provided by the Supplier are defective due to infringement of an intellectual property right or similar right of a third party, the Supplier shall immediately compensate the Client for all material and non-material damages incurred by the Client and for the costs of any legal representation.
1.6.7. Determination of performance. If the debtor is to perform for principal, interest, and claim costs, the Parties agree that the performance provided by the debtor shall be set-off first against claim costs, then against default interest, then against the interest, and lastly against the principal.
1.6.8. Retention. In the event of defective performance by the Supplier, the Client shall be entitled to keep a retention of up to one hundred percent (100 %) of the Price until the defects in question have been remedied.
1.7.1. Prohibition of set-off, pledge, and assignment. The Supplier is not entitled to set-off any (due or undue) receivables towards the Client, nor to pledge or transfer such receivables in any way as a security without the Client's prior written consent. The Supplier is not entitled to assign any of its receivables under the Agreement to third parties without the Client's consent.
1.7.2. Uncertain and indefinite receivables. The Supplier agrees that an uncertain and/or indefinite receivable of the Client towards the Supplier is eligible for set-off.
1.7.3. Multiple obligations of the Supplier. If the Supplier owes the Client several obligations of the same kind, the Client shall be entitled to set off any performance by the Supplier against the obligation least secured and then against the obligation earliest due, irrespective of which obligations have been notified and which have not.
1.8.1. Withdrawal from the Agreement. Either Party is entitled to withdraw from the Agreement if the other Party breaches its contractual obligations materially. For these purposes, a material breach shall be as follows: a) the Goods do not have the characteristics specified in the Order or Article 1.1.4 or 1.5.1 of the GTC and no remedy is achieved even within an additional period of seven (7) days from the date on which the Client refuses to accept the Goods under Article 1.3.4 of the GTC, or (b) the Supplier has not supplied the Goods and/or Services to the Client even within five (5) days of the agreed Delivery Date; or (c) the Supplier has not remedied the defect in the Goods even within an additional period of seven (7) days from the date on which the Supplier was obliged to remedy it in under Art. 1.5.2 of the GTC; or (d) the Client is in default of payment of the invoiced amount for more than thirty (30) days from the due date, even though the Supplier has lawfully issued and delivered an Electronic Invoice to the Client and payment of the invoiced amount has not been made even after the expiration of the additional period (which shall not be less than seven (7) working days) for its payment set out in the Supplier's additional written notice delivered to the Client. The withdrawal from the Agreement must be made in writing and delivered to the other Party by registered mail to its registered office address or using a databox. The withdrawal shall take effect upon delivery of the withdrawal to the other Party.
1.8.2. Change of circumstances. The Supplier assumes the risk of change of circumstances within the meaning of Section 1765(2) of the Civil Code.
1.8.3. Communication. Any notice or document required to be delivered under the Agreement (except for invoices, where delivery is governed by Article 1.4.5 of the GTC) may be delivered personally or sent by registered mail, courier, or databox.
1.8.4. Delivery. When service is made through a postal service provider, the document shall also be deemed to have been served on the third day after the deposit of the item with the postal service provider or the date of refusal by the addressee to accept the delivery (whichever is earlier).
1.8.5. Established practices and business customs. As a result, the parties declare that no practice has arisen between them which could be considered established. Further, the Parties do not wish any rights or obligations to be implied from future practice beyond the express provisions of these GTC or the Order, unless otherwise expressly stated in the Order.
1.8.6. Pre-contractual liability. The parties hereby declare that they have disclosed to each other before the formation of this undertaking all facts and legal circumstances of which they knew or ought to have known at the date of the Agreement and which are relevant to the conclusion of this Agreement. In addition to the representations made by the Parties to each other, neither Party shall have any further rights or obligations concerning any facts that come to light and were not disclosed by the other Party in the negotiation of the Agreement. The exception will be where a Party has deliberately misled the other Party as to the subject matter of the Agreement.
1.8.7. Changes in Legal Actions. The Agreement may be amended or supplemented only in writing by continuously numbered amendments signed by both Parties.
1.8.8. Confidential Information. The Parties agree that all information provided by the Client to the Supplier, as well as information that either Party designates in writing as "confidential", shall remain confidential (the "Confidential Information"). The Parties agree not to disclose Confidential Information to any third party and to take such measures to prevent its accessibility to third parties. The preceding sentence shall not apply where: (a) a contrary obligation is imposed by law; (b) a Party discloses such information to its employees, consultants, or persons under a statutory duty of confidentiality, provided that it notifies the other Party in writing to which third party the Confidential Information has been disclosed and binds such third party to the same duty of confidentiality as it has itself; (c) such information becomes publicly known or available other than through a breach of the obligations under this Article; or (d) the Party concerned consents in writing to the disclosure of the particular Confidential Information.
1.8.9. Applicable law. The rights and obligations of the Parties not expressly governed by this Agreement shall be governed by Czech law, in particular the Civil Code. The Parties agree that the provisions of the Vienna Convention on the International Sale of Goods shall not apply to the rights and obligations arising from the Agreement. In the event of any disputes arising from the Agreement, the Parties undertake to resolve them by mutual agreement. If no agreement is reached between the Parties, the Parties agree that the competent court for the resolution of disputes shall be the general court of the Client.
1.8.10. Statutory provisions. The parties wish to preserve all dispositive provisions affecting the relationship arising out of the Agreement, except for statutory provisions expressly or impliedly excluded by these GTCs. Provisions of any Supplier's terms and conditions through which the Supplier attempts to exclude or modify any dispositive provisions intended to be retained under this Article 1.8.10, the first sentence of the GTC shall be deemed inconsistent with these GTC within the meaning of Section 1751(2) of the Civil Code.
1.8.11. Personal data. The Client, as the controller of personal data, processes and protects the personal data provided by the Parties by Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons about the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation). The legal title for the processing of the personal data provided is to ensure the legitimate interest of the Parties in the performance of the Agreement. The personal data provided shall be processed to the extent that it has been provided by the Parties in connection with the negotiation and performance of the Agreement, for the duration of the Agreement and thereafter for ten (10) years after its expiry, to settle any legal claims arising from the Agreement. More detailed information on how the Client processes and protects personal data and how the rights of data subjects may be exercised, are available in the CPI PG Group Privacy Policy at: https://cpipg.com/data-protection-policy
1.8.12. AML. The Client is entitled to terminate the Agreement in writing without notice period if the Supplier, the beneficial owner of the Supplier, or any other person in the ownership or management structure of the Supplier becomes an entity subject to international sanctions within the meaning of Section 3(b) of Act No. 69/2006 Coll, on the implementation of international sanctions, as amended (or in the event of any legislative change to any other similar provision or legislation), or which is placed on any national sanctions list of the European Union, the European Economic Area, Switzerland, the United Kingdom of Great Britain and Northern Ireland or the United States of America.
1.9.1. Publication in the Register of Contracts. If the Order is subject to the publication in the Register of Contracts under Act No. 340/2015 Coll., on Special Conditions for the Effectiveness of Certain Contracts, Publication of Such Contracts, and on the Register of Contracts (Act on the Register of Contracts), the Supplier shall ensure its immediate publication, without prejudice to the Client's right to publish the Order itself if there is a possibility of delay. In such a case, the Agreement resulting from the Order shall become effective upon its publication in the Register of Contracts. In other cases, the Agreement shall become effective upon acceptance of the Order by the Supplier.
For the relations of the Parties arising from the Agreement, the subject of which is the transfer of the ownership right to a thing for consideration within the meaning of § 2079 et seq. of the Civil Code, this special part of the GTC on the Purchase Agreement shall apply, unless otherwise agreed in writing. To the extent that the relevant provisions of the special and general parts do not overlap, the provisions of the general part of these GTCs shall apply simultaneously. For this part of the GTC, the Client shall be referred to as the "Buyer" and the Supplier as the "Seller".
2.1.1. Commitment of the Seller. Under the Agreement, the Seller undertakes to transfer to the Buyer the ownership right to the subject of purchase specified in the Order (the "Subject of Purchase").
2.1.2. Commitment of the Buyer. Under the Agreement, the Buyer undertakes to pay the Seller for the Subject of Purchase the purchase price specified in the Order (the "Purchase Price") and to take possession of the Subject of Purchase.
2.2.1. Subject of Purchase. The Subject of Purchase under the Agreement is the item or set of items detailed in the Order. Unless otherwise specified in the Order, the subject of the Seller's performance shall also be the delivery of the Subject of Purchase to the place of handover, and the assembly of the Subject of Purchase if the individual disassembled items have been transported to the place of handover, the placement of the Subject of Purchase at the place of handover according to the Buyer's instructions and the installation of the Subject of Purchase, if any.
2.2.2. Oversupply. If the Seller supplies more than the agreed quantity, the Agreement shall not apply to such over quantity unless the Buyer notifies the Seller to the contrary.
2.2.3. Quality of the Subject of Purchase. The Seller undertakes that the Subject of Purchase will correspond in its characteristics to the agreed quality, usually at the highest quality level. This takes into account not only the content and purpose of the Agreement but also the previous communications of the Parties, as well as the advertising (including photographic samples) carried out by the Seller for the type of goods or the Buyer's instructions. The Seller also undertakes that the Subject of Purchase will meet the relevant technical standards applicable to the type of goods in the Czech Republic and/or the European Union.
2.2.4. Related documentation. Part of the Subject of Purchase is also the supply of related technical documentation (e.g. declaration of conformity CZ or CE in the sense of Act No. 22/1997 Coll. on technical requirements for products, as amended, and according to related regulations in particular Government Regulation No. 163/2002 Coll.).
2.3.1. Place of delivery. The Seller undertakes to deliver the Subject of Purchase to the place specified in the Order (the "Place of Delivery"). If the Place of Delivery is not specified in the Order, the rules contained in Article 1.3.2 of the GTC shall apply.
2.3.2. Delivery Date. The Seller undertakes to deliver the Subject of Purchase at the time specified in the Order, whereas under this Article the delivery of the Subject of Purchase shall be deemed to be the actual receipt of the Subject of Purchase by the Buyer at the Place of Delivery.
2.4.1. Purchase price. The Purchase Price is set out in the Order. The Purchase Price is final and includes all other costs, if any, incurred by the Seller in connection with the delivery of the Subject of Purchase, in particular the costs of transportation to the place of delivery, the placement of the Subject of Purchase within the Place of Delivery as instructed by the Buyer or the handover of the Subject of Purchase Item to the Buyer.
2.4.2. Retention. If the Subject of Purchase is defective upon delivery, the Buyer shall be entitled to keep a retention of up to one hundred percent (100 %) of the Purchase Price until the defects in question have been remedied.
2.5.1. Ownership. The Buyer becomes the owner of the Subject of Purchase at the moment of handover and acceptance of the Subject of Purchase, confirmed by signing the protocol of handover and acceptance of the Subject of Purchase (delivery note). If the ownership of the Subject of Purchase passes to the Buyer before the actual delivery of the Subject of Purchase based on the separate agreement of the Parties, the Seller shall not be entitled to compensation for any storage costs associated with the Subject of Purchase.
2.5.2. Risk of damage. The risk of damage to the Subject of Purchase is transferred to the Buyer upon signing of the handover protocol of the Subject of Purchase. Sections 2121(2) and 2122 Civil Code shall not apply.
2.5.3. Use of carrier. If Seller uses a third party carrier to deliver the Subject of Purchase, the provisions of Sections 2090 and 2091 Civil Code shall not apply. The Subject of Purchase shall be handed over to the Buyer only at the moment of the signature of the handover protocol of Article 2.5.1 of the GTC.
2.6.1. Defect of the Subject of Purchase. The defect of the Subject of Purchase shall be understood in particular as the lack of the properties of the Subject of Purchase that the Subject of Purchase is supposed to have according to Article 2.2.3 of the GTC, in particular the properties specified in the Agreement, the properties defined by technical standards and generally binding legal regulations, the properties specified by the Buyer or the properties usual concerning the nature of the Subject of Purchase and its purpose. The provisions of § 2103 and § 2112 Civil Code shall not apply.
2.6.2. Quality guarantee. Unless otherwise agreed by the Parties, the Seller provides the Buyer with a quality guarantee by the terms and conditions set out in Article 1.5.1 of the GTC. If a warranty period other than that indicated on the packaging as the period of use is agreed upon through the Agreement or the GTC, the longest one shall apply. The warranty period starts with the date of handover of the Subject of Purchase to the Buyer. However, suppose the said item is to be put into operation by someone other than the Seller, the warranty period shall run only from the date the item is put into operation. The Seller shall be liable for defects in the goods without the possibility of liberation for any reason whatsoever.
2.6.3. Claims and contractual penalties. The complaints process and/or any penalties shall be governed by the general part of these GTC
2.6.4. The condition of the goods at the time of withdrawal. Section 2110 Civil Code does not apply. The Buyer is therefore entitled to withdraw from the Agreement due to defects or to demand delivery of new goods regardless of whether he can return the goods in the condition in which he received them.
2.6.5. Self-help. If the Seller fails to remedy the defects in time, the Buyer is entitled to perform the work himself or to entrust another (third) person to perform the work or to purchase or replace a defective or incomplete part of the Subject of Purchase through such third person, and the Seller is obliged to pay the costs incurred by the Buyer within 14 calendar days from the date of delivery of the invoice – tax document, which shall be accompanied by documents proving the costs incurred. The Seller thus does not waive liability for the Subject of Purchase as a whole or for its parts.
2.7.1. Withdrawal from the Agreement. In addition to the statutory grounds or the grounds set out in the general part of these GTCs, the Buyer is also entitled to withdraw from the Agreement if the Seller's action or inaction has caused damage or threatens to cause damage, or if the Buyer's good name has been damaged. The Buyer shall also be entitled to withdraw from the Agreement if the Seller breaches any other obligation agreed in the Agreement (or order) or these GTCs and fails to remedy the breach within a reasonable period specified in the Buyer´s written notice.
2.8.1. Ancillary Provisions. Except as otherwise provided in the Order, no incidental provisions under Sections 2132 to 2157 of the Civil Code shall apply.
For the relations of the Parties arising from the Agreement, where the subject or part of the subject is the execution of work for consideration within the meaning of § 2586 et seq. of the Civil Code, this special part of the GTC on the Contract for Work shall apply, unless otherwise agreed in writing. To the extent that the relevant provisions of the special and general parts do not overlap, the provisions of the general part of these GTC shall apply simultaneously. For this part of the GTC, the Client shall be referred to as the "Client" and the Supplier as the "Contractor".
3.1.1. Contractor's commitment. Under the Agreement, the Contractor undertakes to carry out the work for the Client at its own risk and danger as specified in the Order (the "Work").
3.1.2. Client's commitment. The Client accepts the Work based on the Agreement and pays the Contractor the price specified in the Order (the "Price").
3.2.1. Declaration. The Contractor declares that:
3.3.1. Extent of the Work. The extent of the Work is specified in the Order. The Work also includes all other activities necessary to achieve the intended purpose of the Work and its required quality.
3.3.2. Professional care and instructions of the Client. The Contractor shall exercise professional care in the performance of the Work and shall follow the instructions of the Client and act by such instructions and the interests of the Client – whether express or known or ought to be known. Section 2595 of the Civil Code shall not apply.
3.3.3. Waste. The Contractor is obliged to ensure the cleaning and disposal of all waste from its activities by the relevant binding regulations and ordinances. The Contractor shall diligently implement all necessary measures to prevent contamination of the site, especially with petroleum products. The Contractor shall continuously remove and dispose of waste arising from its activities. The Contractor is obliged to comply with the Czech legislation on waste, environmental protection, and related regulations, as amended, or as instructed by the Client, when performing the Work. All costs arising from these activities shall be the responsibility of the Contractor.
3.4.1. Price of the Work. The Price is fixed, complete and not to be exceeded and may not be changed during the term of the Agreement unless otherwise agreed between the Parties. If the Price has been determined by a budget, the Contractor guarantees its completeness.
3.4.2. Incidental costs. The Price includes all costs incurred by the Contractor in connection with the proper performance of the Work (in particular, costs of labour, materials, transportation to the place of the Work, cleaning, handing over the Work to the Client, etc.). Costs above the agreed Price shall be reimbursed by the Client to the Contractor only on condition that they are an extension of the subject of the Work, these costs have been agreed in advance by the Client and the Contractor provides proper evidence of their spending in that amount.
3.5.1. Maturity of the Price. The Price shall be paid by the Client based on a tax document – an invoice with the particulars according to Article 1.4.4 of the GTC, which the Contractor is entitled to issue after the protocol acceptance of the Work by the Client and after elimination of any defects and imperfections. In the rest, the method of payment of the Price is governed by Article 1.4 of the GTC.
3.5.2. Transferred tax liability. In the case of construction or assembly works, invoicing and payment of the Price will be carried out by Section 92a of the VAT Act under the regime of the so-called transferred tax obligation (in Czech přenesená daňová povinnost), i.e. the Price will be paid by the Client to the Contractor without VAT.
3.5.3. Retention. The Client shall be entitled (but not obliged) to withhold up to 10 % of the Price excluding VAT as retention (the "Retention") provided that:
3.6.1. Work period. The Contractor agrees to perform the Work on the date and/or by the schedule specified in the Order. The time of performance is stipulated for the benefit of the Client.
3.6.2. Interruption of Work. The Client is entitled to instruct the Contractor to interrupt the execution of the Work at any time during the execution of the Work. If the execution of the Work is interrupted for reasons on the part of the Client, the deadlines for completion and handover of the Work, as well as the individual partial deadlines set out in the schedule of works, shall be extended without further delay by the period of the interruption of the execution of the Work. During the interruption of the Work, the Contractor shall be obliged to ensure, at its own expense, the protection and security of the Work against destruction, loss, or damage, as well as the storage of items provided for the Work. The Client is entitled to order the Contractor to resume the execution of the Work at any time during the interruption of the execution of the Work and the Contractor is obliged to resume the Work within 5 days from the date of receipt of the instruction to resume the execution of the Work. The Parties declare that the suspension of the Work shall not affect the Price.
3.6.3. Co-operation and self-help. The Parties exclude the application of the provisions of Sections 2591 and 2609(1) of the Civil Code.
3.7.1. Work execution. The Contractor shall fulfil its obligation to perform the Work by completing it in full within the agreed time without defects and by the Client's written acceptance of the Work (handover protocol), provided that it is performed in compliance with the provisions of the Agreement and these GTC. Otherwise, the Client is not obliged to accept the Work.
3.7.2. Early acceptance of the Work. The Client is entitled (but not obliged) to take over the properly completed Work without defects even before the agreed completion date. The Client is also entitled (but not obliged) to accept the Work with minor defects which by their nature do not prevent the use of the Work. These defects shall be specified in the handover protocol with an indication of the date of their removal.
3.8.1. Ownership. The Client is the owner of the Work from the beginning of works. The individual parts of the Work shall pass to the Client at the time of their incorporation into the Work. If the Work includes construction work, the Client becomes the owner of all construction materials from the moment they are incorporated into the Work.
3.8.2. Risk of damage. The risk of damage to the Work shall pass to the Client upon the Client's signing of the handover protocol and acceptance of the duly completed Work without defects.
3.8.3. Intellectual property rights. If the Work is subject of any intellectual property rights, the Contractor grants to the Client and its successors an exclusive, irrevocable, and unlimited right to use the Work, including the right to make changes to the Work, on the date of payment of the Price (excluding any Retention). The fee for the above-mentioned license rights under this Agreement is already included in the Price and amounts to 1 % of the Price, but not more than CZK 80,000. The Contractor is not entitled to any other fee for the license rights.
3.9.1. Quality guarantee. The Contractor undertakes that the Work shall have the characteristics set out in the Order, comply with the technical standards and regulations that apply or will apply to the execution of the entire Work, and comply with the instructions of the Client given to the Contractor in the execution of the Work, all for a period of (i) 60 months (in the case of Civil Works and Materials) and/or (ii) 24 months (in the case of works other than Civil Works), from the date of handover and acceptance of the duly completed Works free from defects (any such period the "Warranty Period"). During the Warranty Period, the Client is entitled to request remedy of any obvious and hidden defects. The Warranty Period shall not run during the period from request to remedy defects until the defects are properly remedied.
3.9.2. Subcontractor. The Contractor may delegate the execution of the Work (or part thereof) to another person only with the prior consent of the Client. The Contractor shall be fully responsible for the performance provided by any of its subcontractors and for any damage caused to the Client by the Contractor's subcontractors.
3.9.3. Technical documentation. Where project documentation is prepared for the Work, the Contractor declares the Work is sufficiently and correctly described therein and that it is capable of performing functional and defect-free Work in accordance therewith and makes no claims or objections thereto. Given the foregoing, the Contractor shall be fully responsible for any defects in the project documentation.
3.10.1. Insurance. The Contractor is obliged to have the Contractor's professional liability insurance for all damages caused to third parties (including the Client) in connection with his business for the period from the date of commencement of works under the Agreement until the date of delivery of the Work free of defects (and in the case of construction works until clearing out of the construction site), with an insurance limit of at least CZK 5,000,000 or double the Price of the Work, whichever is higher, and with a participation of the Contractor not exceeding 5%. The Contractor undertakes to prove to the Client, immediately upon its request, the validity of the insurance and the fulfilment of the above conditions.
3.11.1. Trade secrets. The Contractor acknowledges that all information, facts, and all documentation relating to the Work are the trade secret of the Client and shall be treated as confidential by the Contractor. Exceptions to this are information requested by third parties authorized by law. The information contained in the Order may be published only with the written consent of the Client.
3.11.2. Copyright. The Contractor undertakes to respect all copyright in those parts of the project or other documentation that meet the characteristics of an author's work within the meaning of the Copyright Act, on the basis that the authors of such parts of the project or other documentation are the persons exercising authorial supervision.
3.11.3. Author's supervision. The Client shall arrange for and the Contractor shall permit the performance of the author's supervision at the site of the Work subject to the following conditions: a) the persons performing supervision shall not be entitled to take any action against the Contractor on behalf of the Client or to exercise directly against the Contractor any other rights vested in the Client under the Agreement or these GTCs, and b) all communications between supervision and the Contractor shall be handled by the Client.
3.12.1. Absence of insurance. In the event of a breach of the Contractor's obligation to maintain insurance for the period specified in Article 3.10.1 of the GTC, the Contractor shall pay the Client a contractual penalty of CZK 10,000 or an amount equivalent to 0.3 % of the Price of the Work, whichever is higher, for each day of such breach.
3.12.2. Copyright Infringement. In the event of a breach of the obligation to respect copyright as defined in Article 3.11.2 of the GTC, the Contractor shall pay the Client a contractual penalty of CZK 50,000 or an amount corresponding to 1 % of the Price of the Work, whichever is higher, for each case of breach.
3.12.3. Claim for damages. The Client's right to claim full compensation for damages shall not be affected by the exercise of a claim for payment of a contractual penalty or its payment under this part of the GTC.
3.12.4. Relation to contractual penalties according to the general part of the GTC. The contractual penalties stated in this special part of the GTC do not limit the possibility of applying contractual penalties under the general part of these GTC.