General conditions
The subject of these General Business and Delivery Terms and Conditions fy. SUPROFILM s.r.o. (hereinafter referred to as VODP) is an adjustment of the relationship between the company SUPROFILM s.r.o. as a supplier (hereinafter referred to as the seller) and customer (hereinafter referred to as the buyer) and are an integral part of every purchase contract, order confirmation or tax document - invoice. Deviations from these VODP are valid only on the basis of mutual written agreement. These General Terms and Conditions are always attached only to the first contract issued to the buyer.
The buyer acknowledges the following VODP as binding for all performance to be performed within the scope of the supply contract and waives the application of its own purchase conditions.
Formation of the purchase contract (hereinafter referred to as the contract)
1.1 The contract is created based on the buyer's order, by signing the contract, or by the buyer's unreserved acceptance of the seller's binding offer.
1.2 The contract can also be formed on the basis of the buyer's order by handing over the goods to the buyer, or to the first carrier to transport the goods to the buyer. In this case, the contract is created within the scope of the product range and quantity specified on the delivery note.
1.3 With the conclusion of the contract, all conditions and facts that were agreed between the seller and the buyer (hereinafter referred to as the parties) before its signing become invalid, with the exception of these General Terms and Conditions and those that were not expressly included in the text of the contract.
1.4 Any changes or additions to the valid contract can only be made in writing after the mutual agreement of both parties in the form of amendments to the contract.
Obligations of the parties
2.1 The seller is obliged to deliver the object of the contract in accordance with its wording, in the agreed quality and quantity, and to transfer ownership to the buyer in accordance with the contract.
2.2 The seller will deliver the goods including packaging in such a way as to ensure sufficient protection against its deterioration (ordinary packaging), but disclaims responsibility for damage to the object of the contract due to unprofessional handling on the part of the carrier or the buyer. Special packaging can be negotiated in the contract.
2.3 The seller declares that the subject of the contract is in accordance with all relevant legal provisions.
2.4 Partial deliveries are permissible and may also be invoiced separately.
2.5 The buyer is obliged to take over the subject of the contract and pay the purchase price in the manner specified by the contract and within the specified period.
2.6 The parties are obliged to inform each other without undue delay about all facts that may have consequences for the performance of the contract.
Payment Terms
3.1 The buyer undertakes to pay the purchase price for the delivered goods and services, including any transport charges and VAT, to the seller's account within the specified period. Invoices are due 14 days after they are issued, unless otherwise agreed in writing.
3.2 The buyer is not entitled to set off against the purchase price any claim against the seller, unless otherwise agreed in writing.
3.3 If the buyer is in arrears with the payment of any invoice, the seller is entitled to charge a contractual penalty of 0.1% of the unpaid amount for each day of delay, and the buyer is obliged to pay it. The seller is entitled to interrupt the delivery of other ordered goods.
3.4 The right to invoice arises for the seller on the day of delivery of the goods to the buyer or the first public carrier, and the seller issues a proper tax document - an invoice - to the buyer.
Purchase price
4.1 The purchase price is set in the seller's valid offer to the buyer and includes the usual packaging and marking of the goods. The price is valid until the offer is withdrawn or until a new offer is issued.
4.2 The buyer is responsible for all expenses and fees that may arise outside the territory of the Czech Republic, such as taxes, customs duties, import fees and the like.
Terms of delivery
5.1 The seller fulfills the delivery of the goods by handing over the goods to the buyer, or by handing over the goods to the first carrier, thereby also transferring the risk of damage to the goods to the buyer.
5.2 If there is no express agreement on the date of delivery of the goods in the contract, the seller is entitled to determine this time.
5.3 The seller reserves the right to change the ordered quantity, without the prior consent of the buyer, by a maximum of +/- 10%, unless the buyer explicitly states otherwise in the order, and the quantity can also be delivered in multiple sub-lengths unless the buyer states otherwise.
5.4 For goods whose ordered quantity is greater than 150 rolls, the seller pays the transport costs in the Czech Republic - CPT (according to INCOTERMS 2000), unless otherwise specified by the seller.
5.5 For goods whose ordered quantity is less than 150 rolls, this price is EXW, or transport costs for the delivery of the goods to the buyer are paid by the buyer.
5.6 For cash on delivery goods, a late payment is charged.
5.7 Unless otherwise specified in the order confirmation or delivery note, goods are delivered in non-returnable packaging. The goods can be delivered in over-standard packaging (e.g. for shipping by ship) for an additional fee. Returnable transport packaging will be invoiced to the buyer with the delivery of the products as a separate item (returnable transport packaging in the sense of the general terms and conditions means returnable pallets and metal tubes).
The buyer is entitled to return the returnable shipping packaging to the seller no later than three months after the delivery of the products at his own expense. Returnable shipping packaging returned by the buyer will be credited to the seller, but it must not be damaged or dirty, otherwise the seller has the right not to accept such packaging or to return it at the buyer's expense.
The invoice numbers of the seller, the number of pieces and the type of returned packaging must always be stated on the delivery or transport note for the packaging.
Reservation of ownership
6.1 The goods remain in the seller's possession until full payment of the purchase price by the buyer, i.e. by crediting the invoiced amount to the seller's account.
Returned goods
7.1 The buyer may return the delivered goods to the seller only on the basis of a prior written agreement between the buyer and the seller.
7.2 The goods will not be accepted by the seller without the appropriate document - "Return of goods" issued by the seller and only in the condition issued by the seller to the buyer.
Withdrawal from the contract
8.1 In case of withdrawal from the contract by the buyer during the delivery period, the seller is entitled to charge a cancellation fee of 25% of the total purchase price. This does not affect the right to compensation for damages that the seller may have incurred in connection with the withdrawal from the contract.
8.2 By paying the severance fee according to point 8.1 of these GTC, the contract is terminated.
Complaint mode
9.1 The seller provides a warranty for the goods for a maximum of 12 months from the delivery of the goods, and in compliance with the following storage conditions of the supplier: The foil must be stored in a dry and dust-free environment. During storage, the film must not be exposed to long-lasting temperatures higher than 25°C and lower than 0°C. The film must be applied to the protected material within 6 months of shipment from the SUPROFILM s.r.o. plant. The foil must be removed from the material no later than 6 months after application, or within 3 months after application if the protected material has been exposed to the weather, unless otherwise specified in the technical specification of individual products. The recommended temperature of the material when removing the protective film is 10-35 °C.
9.2 The buyer is obliged to inspect the goods without undue delay upon collection or acceptance and, in case of detected defects, write a report on the result of the inspection and deliver it to the seller.
9.3 Complaints about quantity defects, when the delivered quantity or assortment does not correspond to the quantity indicated on the delivery note, are permissible within 5 working days from the acceptance or receipt of the delivery of the goods, otherwise the claim from the claim expires. The buyer is obliged to document the number of the delivery note and the invoice.
9.4 The buyer is obliged to complain about obvious defects in the goods at the latest at the time of receipt or acceptance of the delivery of the goods, otherwise the claim from the claim expires.
9.5 The buyer is obliged to complain about hidden defects in the goods without undue delay after they are discovered, but no later than during the warranty period. In the case of a complaint about the transfer of glue from the foil to the protected surface, the hidden defect becomes apparent the moment the protective foil is removed from the surface, and the buyer is obliged to complain about this defect without undue delay, no later than 7 days after removing the foil from the surface. Complaints about the transfer of glue made after this period cannot be accepted, and all claims from these complaints will expire after the expiry of the period of 7 days from the removal of the protective foil from the surface.
9.6 The seller is entitled to decide on the basis of the submitted documents, or inspections of the claimed goods for the legitimacy of the claimed defects within 30 days of the delivery of the claim. In the case of the need to draw up an expert opinion or other assessment, this period is extended by another 30 days.
9.7 Complaints from the buyer must be made in writing to the address SUPROFILM s.r.o., Zábřežská 74, 787 01 Šumperk, Czech Republic, where the claimed deficiencies must be clearly specified.
9.8 Failure to report defects within the specified time limits means that the buyer has accepted the delivery without comment.
9.9 In the event of a justified claim of a defect that can be removed, the seller will remove the defect within 30 days at his own expense.
9.10 In the event of a justified claim of irreparable defects, the seller will exchange the goods for faultless or will return the purchase price to the buyer. If this defect does not prevent the use of the goods, the seller will provide the buyer with a corresponding discount.
9.11 If it is found that the claimed defect arose as a result of incorrect storage, use, application of foil or careless handling of the goods, the buyer's right to a claim ceases.
9.12 The scope of the seller's responsibility is limited to exchange, return or additional delivery and only at the seller's discretion. In no event shall the Seller be liable for any indirect or consequential damages, including loss of profit, and its liability shall not exceed the purchase price of the product delivered to the Buyer.
Final Provisions
10.1 Technical changes reserved.
10.2 In the event that the buyer does not settle all financial obligations in relation to the seller, including contractual fines, severance pay and interest for late payment, the seller is entitled to withdraw unilaterally from the concluded purchase contract. In this case, the buyer is not entitled to claim any compensation for damages.
10.3 The seller reserves the right to change or supplement these VODP, or issue a new VODP.
10.4 Purchase conditions of the buyer that conflict with these GTC are non-binding for the seller, even if they are part of the buyer's order and the seller did not contradict them.
10.5 All information contained in the purchase contract is a business secret and may not be disclosed to a third party.
10.6 In the event that any provision of these Terms and Conditions becomes illegal and invalid, the other provisions shall not be affected in any way and the parties shall agree on the legal and valid version of this provision.
10.7 All disputes arising from these TOS will be resolved by the parties primarily by mutual agreement. The parties have agreed that disputes will be finally settled at the District Court in Šumperk.
