Business Terms and Conditions

Business Terms and Conditions


A. Validity of the Business Terms and Conditions

1. These Business Terms and Conditions apply to all business cases, in which PK SERVIS technické součásti s.r.o. appears as the seller (hereinafter the Seller) and the business partner as the Buyer (hereinafter the Buyer). The provisions of the Framework Agreement, if one has been concluded between the Buyer and the Seller, have preference over these Business Terms and Conditions.
2. The validity of these terms and conditions during realisation of individual business cases may only be restricted or excluded by written agreement between the Seller and the Buyer. Restriction or exclusion only applies to these individual business cases.
3. These Business Terms and Conditions are generally valid, unless arranged otherwise between the Buyer and the Seller in writing.
4. After elapse of the period for which the Framework Agreement was concluded, the Business Terms of the Seller’s company apply to subsequent business cases, unless arranged otherwise in writing.
5. The Business Terms and Conditions are appended to each order confirmation.
6. The burden of proving circumstances that the Seller failed to acquaint the Buyer with these Business terms and Conditions is borne by the party stating such circumstances.


B. Offers by the Seller


1. The Seller’s offer is a response to an inquiry by the Buyer.
2. The Seller’s offer contains identification and price information concerning the requested delivery. It may also contain other requested information depending on the requirements in the Buyer’s inquiry.
3. The Seller is bound by its offer and similar unilateral statements until their expiration date as specified in such documents. If the expiration date is not specified, it is 3 months from the date such a document was issued. This does not apply if the Seller refers to its offer in confirmation of an order, or if a written contract between the Seller and the Buyer refers to such an offer even after elapse of this time limit.


C. Conclusion of a contractual relationship


1. The rights and obligations arising from the specific contractual relationship originate on its conclusion.
2. A contractual relationship is concluded between the Seller and the Buyer at the moment:
a) of signature of the written purchase agreement or written contract for work performed,
b) an order is placed by the Buyer and this order confirmed by the Seller,
c) of receipt of the ordered delivery or a the moment performance of the service ordered by the Buyer is enabled during direct delivery.
3. The written contract can only be validly confirmed on the Seller’s behalf by the company’s executive officer or proctor. Any other party may only sign the contract on the basis of a written power of attorney conferred by the executive officer or written authorisation by the executive officer within the terms of execution of the occupied position.
4. In regard to the individual signing the contract on the Buyer’s behalf, the Seller always acts in good faith that this concerns an individual authorised to sign such documents.
5. The Seller always confirms the order in writing. Any other than written confirmation of the order is invalid. The Seller’s employee, authorised to do so in writing, is authorised to confirm the order.
6. Direct delivery by the Seller is realised exclusively during servicing activities, during delivery of goods cash on delivery, during delivery of goods from the Seller’s manufacturing plants to stable Buyer’s or during express deliveries.


D. Subject of delivery


1. The subject of delivery is the goods, work or services, arranged as performance between the Seller and the Buyer in a manner described in Section C of these Business Terms and Conditions.
2. Goods delivered by the Seller have the technical parameters arranged with the Buyer, which comply with Act No. 22/97 Coll., as amended. Work supplied by the Seller has the technical parameters and other properties arranged in the contract for work performed, which comply with Act No. 22/97 Coll., as amended. Services supplied by the Seller are of the character of work performed.
3. Together with the goods (work, service), the delivery also includes the appropriate documents. Documents related to the delivery do not have to be provided in the Czech language.
4. Depending on the character of the delivery, the documents specified in 1.3 of section D of these Business Terms and Conditions are: catalogue sheets, declaration of conformity, certificate, servicing statement, delivery note, other documents.
5. The delivery also includes the packaging in which the goods or work are delivered. This does not apply to palettes, transportation containers and similar refundable items used for transport.
6. The delivery also includes actions related to potential import of the delivery to the Czech Republic
7. Delivery of the work also includes project design work, unless the Seller and the Buyer arrange otherwise.
8. The delivery or servicing work also includes advisory services.
9. Transport to the Buyer is only part of the delivery if this is expressly arranged between the Seller and the Buyer.
10. If the Seller’s delivery is incomplete, this does not mean that delivery has not been carried out and simply establishes the Buyer’s right to initiate a claims proceeding.


E. Site of delivery


1. Unless arranged otherwise the site of delivery is the Seller’s registered office, entered in the Commercial Register.
2. If delivery includes transport (of if the Buyer orders transport outside the scope of the delivery) the Seller is required to deliver the goods (work, services) by handing over to the first public forwarder.


F. Delivery deadline


1. Delivery must be carried out by the Seller within the deadline arranged in the contractual relationship. If a deadline is not arranged then delivery must be carried out within the time limit usual for deliveries of this specific type.
2. If delivery is not carried out in time, the Seller is in delay of execution of its obligations. The only result of delay is establishment of the Buyer’s right to payment of a contractual fine in the value arranged in the contractual relationship. Application of any other claims is not justified.
3. The Buyer may only withdraw from the contractual relationship in the event of delay by the Seller if such conditions are expressly arranged in the contractual relationship.
4. Delay by the Seller is considered minor breach of the contract.


G. Other obligations during delivery


1. Unless arranged otherwise, the goods are dispatched within the Czech Republic using forwarding services and transport is re-invoiced to the Buyer in the final invoice.
2. During personal collection of the delivery at the Seller’s registered office, the Buyer is required to confirm a delivery note (service note) for the Seller. The Seller is entitled to refuse to hand over the delivery if a delivery (service) note is not confirmed, without this resulting in delay by the Seller. The Seller’s employee makes a record of denied delivery on the delivery note.
3. The Buyer is required to examine the delivery on receipt to make sure it is complete and, as far as possible, functional. The Buyer’s employee records deficiencies in the delivery on the delivery note. The Seller is not required to take into account subsequent claims concerning the completeness of the delivery.
4. Records in the delivery note, which is held by the Seller, are decisive in the event of disputes.
5. In the event that the offered goods are classified in a dual use category, their export is only possible with the relevant permit by the Ministry of Industry and Trade licencing authority. Delivery of such goods is conditional to the fact that they shall not be exported further.


H. Transfer of ownership


1. The Buyer undertakes to handle the goods (work) so that the Seller does not incur damages until the time ownership is transferred to the Buyer. The Buyer undertakes to fulfil potential instructions by the Seller as the owner of the item.
2. The risk of loss, damage or destruction of the delivery is transferred to the Buyer on delivery of the goods.
3. Until full payment for the goods (work, services) the Buyer is not authorised to manufacture a component of or accessories to another item using the delivery, or take any legal actions leading towards transfer of ownership of the delivery to a third party.
4. In the event that the Buyer breaches the provisions of 1.3 Section H of these Business Terms and Conditions, the Seller is entitled to require payment of a contractual fine in the value of 30% of the price of the delivery. The right to compensation of damages is not affected by payment of the contractual fine.


I. Price of the goods, work or services


1. The Buyer declares that it has sufficient financial resources for payment for the goods (subject of the work).
2. The Buyer is required to pay the Seller the arranged price for the delivery. The arranged price is the price specified in the contract or written confirmation of the order. If a price is not arranged contractually, the arranged price is the price specified in the offer.
3. Unless arranged otherwise in the contractual relationship, the arranged price includes all parts of and accessories to the delivery.
4. The Seller charges the price to the Buyer after the delivery has been carried out, by invoice – tax document. The Seller accounts the deposits provided to date by the Buyer in regard to this business case in the invoice – tax document.
5. The Buyer is required to pay the invoice – tax document by the due date, which is given on the invoice. In the event of late payment of the invoice, the Seller may apply interest on late payment in the value of 15% p.a. against the Buyer, unless another value of interest on late payment is arranged in the contractual provisions.
6. Delay in payment by the Buyer by more than 30 days establishes the Seller’s right to withdrawal from the contractual relationship after prior written notification of the Buyer. The contractual relationship is invalidated from the time of its origin on withdrawal. The Buyer is required to return the delivery and pay the Seller a contractual fine in the value of 50% of the price of the delivery. In the event that the returned delivery can be used for another buyer the value of the contractual fine is 30% of the price of the returned delivery. In the event that the Buyer is unable to return the delivery to the Seller, it shall pay the Buyer a contractual fine in the value of 100% of the price of the delivery. The Seller charges the contractual fine by invoice – tax document. Payment of the contractual fine does not affect the right to full compensation of damages. The Seller is entitled to unilaterally set off deposits paid by the Buyer towards payment of the price of the delivery against contractual fines according to these Business Terms and Conditions.
7. Delay in payment of deposits by the Buyer results in extension of the delivery deadline by the Seller by the period of delay in payment of the deposit invoice. In the event of a delay exceeding 20 days, the Seller is entitled to withdraw from the contractual relationship. The provisions of section II. 5 apply in this case similarly.
8. In the event that the Buyer fails to pay the Seller’s invoice – tax document by the due date, the Seller is entitled to require that the Buyer pay the so-called exchange rate difference, as well as interest on late payment, if the EUR exchange rate changed to the benefit of the CZK by more than 3% after the due date of the tax document elapsed. The Seller shall charge such established differences to the Buyer by invoice – tax document.


J. Right of lien on additional goods, work or services


1. The Seller is not in delay in delivery of the goods, work or services, if the Buyer delays in payment of the Seller’s due invoices. In such cases the Seller is entitled to assert lien against delivery of goods (work, services) duly ordered by the Buyer, if the Buyer has any unpaid obligations towards the Seller exceeding their due date on the arranged date of delivery. The Buyer is required to immediately pay its obligations, which became due payable before lien was asserted against the delivery or become due payable during assertion of lien against the delivery.
2. Lien on goods (work, services) expires on the date following settlement of all the Buyer’s due obligations to the Seller’s account. The Seller will deliver the retained delivery of goods (work, services) to the Buyer within 5 business days after expiration of the lien.
3. If circumstances, resulting in continued application of lien, continue for more than 15 days, the Seller may withdraw from the contractual relationship for delivery of the retained goods (work, services) in writing. Withdrawal from the contractual relationship results in invalidation of the rights and obligations of the Contracting parties concerning the specific business case from their time of origin and the Seller shall render the accounts for deposits potentially provided on the cancelled business case to the Buyer by setting these deposits off against its receivables against the Buyer exceeding their due date, including interest on late payment and exchange rate differences. The Seller shall refund potential excess deposit payments to the Buyer after the accounts have been rendered.


K. Guarantee


1. The Seller provides a 12-month guarantee for its goods (works, services), but no longer than 18 months from delivery, unless the Buyer demonstrates use of the goods for no longer than 12 months.
2. The guarantee does not apply to defects originating through use of the goods in conflict with the manufacturer’s technical regulations (or the catalogue sheet).
3. The guarantee also does not apply to damage or destruction of goods (work, results of performed services) due to mechanical damage by another party, unprofessional intervention by another party or use of the delivery in conflict with the instructions for use.
4. If instructions for use are not included in the delivery, the product’s information in the catalogue sheet or other technical document applies. The guarantee also does not apply to damages arising through use of the goods in conflict with their purpose, due to force majeure or theft of the delivery.
5. Claims are applied in writing. The Buyer gives the number of the order confirmation, the delivery note or other identification by the Seller and a brief description of the defect on the claim.
6. The Seller’s registered office is the site of application of the claim.


L. Some terms


• PK SERVIS technické součásti s.r.o. (hereinafter the Seller) = the PK SERVIS technické součásti s.r.o. Trading Company, Nad Sládečkem 600, 390 02 Tábor, Tax Reg. No. CZ26055210
• The Seller’s business partner (hereinafter the Buyer) = a legal entity or private individual who intends to conclude or has concluded a purchase agreement or contract for work performed (contractual relationship) with the Seller.
• Business case = conclusion and realisation of a purchase agreement or contract for work performed.
• Framework agreement = a written contract of business cooperation, concluded between the Buyer and the Seller and individually regulating business terms and conditions.
• Delivery = performance of goods, work or services ordered by the Buyer from the Seller.
• Direct delivery = a business case, where the Seller sends goods, performs work or provides a service to the Buyer, on the basis of its order, direct from the manufacturing plant. In such cases the document of realisation of the delivery is the document confirming receipt of the goods, work or services by the Buyer.