All our offers and deliveries of goods (bearings and bearing products) shall be made under these GBC, unless expressly otherwise provided by purchase contract concluded between the buyer and the seller. These GBC apply to all subsequent and/or future business relations between the seller and the buyer, provided that they shall have not been excluded in writing.
Made by the seller, offers (mainly those made in electronic form) are not binding and may be changed, subject to prior sale to third parties. Statement of the buyer on the acceptation of the seller's offer, as well as any orders and/on offers of the buyer require express written confirmation as the pre-condition of their legal effect and binding character for the seller.
Prices shall be applied according to price lists in force in the given period. The buyer shall be obliged to pay in the currency that is indicated in the invoice. Price shall mean price excluding statutory VAT rate.
Unless otherwise agreed, the payment condition shall be 30 days from date of issue of the invoice by the seller.
If the buyer is in arrears with payment, the seller shall be entitled to apply conventional fine in the level of 0.05% per each day of the delay and the buyer shall be obliged to pay further deliveries in advance, until the seller’s receivables are fully settled. In the case of delay of payment in a currency other than CZK, the seller shall be entitled to require compensation for losses resulting from exchange rate differences of the foreign currency against CZK, from the moment of the delay of the buyer's coverage of the purchase price to the date of its payment to the seller. The date of payment shall be defined as the date when the payment was credited to the seller's account.
Unless otherwise agreed by parties expressly in writing, the buyer shall not be entitled to set off any debt the seller owes to the buyer, against the debt the buyer owes to the seller.
Delivery time starts from the date when the seller confirms the buyer's order in writing. Any changes to delivery times shall be valid only after written approval of the seller and of the buyer.
The seller undertakes to deliver goods to the buyer within the agreed scope and time, which is specified in the purchase contract or purchase order.
The seller shall inform the buyer at least 3 days in advance, on the preparedness of the goods form shipment. Such information shall be e-mailed and it shall contain the following items: number of package units; sizes of packages; weight in kg.
The seller shall be obliged to provide delivery note to the buyer not later than in the day of delivery of the goods, as well as other documents that are necessary for acceptation and use of the goods, or documents that shall have been indicated in the purchase contract. Such shall be in the Czech language. Deliveries shall be deemed met by acceptance of the goods by the buyer or by a person authorized by the buyer, who will confirm the acceptation on the seller's copy of the delivery note.
Unless agreed otherwise in the confirmed order, the delivery terms or EXW or FCA shall apply, according to INCOTERMS 2000.
Transportation of goods shall be always made at the risk of the buyer. Loading and transportation of goods shall be made under normal conditions of the corresponding carriers. In cases where the seller is charged with ensuring a carrier for the buyer, the seller shall be liable for damages, if any, only if the damage shall have been caused intentionally or by gross negligence when choosing the carrier. The seller shall be obliged to arrange insurance of the goods during the transit only if expressly agreed in writing with the buyer.
The seller guarantees that the delivered goods complied with the following rules during their production and handover to the buyer: ISO; EN; ČSN (Czech Standard) for the area of ball bearings; as well as the seller's internal rules. In the case of supply of drawing parts, they must comply with the confirmed documentation.
The seller shall be liable for hidden defects of the goods, as well as for the defects of the goods in the time of handover, within 24 months after their delivery.
The warranty for the delivered goods (products) shall cease if the damage has been caused by any of the following factors:
- as a result of an accident of the machinery, which included the bearings and the products;
- by intervention and/or adjustment of the product without the participation of the seller;
- use for inappropriate purposes;
- improper or incorrect installation;
- improper handling or storage in the buyer's premises.
After finding damage, the buyer shall be obliged to claim defects without any unreasonable delay, not later than within 5 working days after the acceptation.
The seller shall be obliged to send written standpoint to the claim within 10 working days after the delivery of the claim.
The delivered goods remain the property of the supplier until full payment of the invoiced value.
The seller delivers the goods bearing the trademark KLF-ZVL. The buyer undertakes to use the trademark KLF-ZVL only in compliance with commercial practice and good manners of business competition. In the case of suspected misuse of the trademark, the buyer shall promptly notify the seller.
9. Closing Clauses
Transfer of rights and obligations of buyer under any contract with the seller to a third party always requires prior written consent of seller.
These terms of delivery and any legal relationships between the seller and the buyer in the connection with the sale and supply of goods by the seller to the buyer shall be regulated by the inland law of the Czech Republic, with exclusion of references to any treaties, within maximum possible scope that is permitted by the Czech law.
The following rule shall apply if any clause of these delivery terms becomes or proves invalid, illegal or unenforceable: The validity and enforceability of the remaining provisions shall not be affected in any way, unless the character and/or the contents of the legal act and/or circumstances of its execution caused inseparability of such part from other contents of these conditions. The seller and the buyer undertake to replace such invalid or unenforceable clause by another clause on the basis of an agreement, which would be valid, lawful and enforceable, with at least the same or similar business and legal senses. They shall do so within 14 days after the finding of such invalidity, unenforceability, or other illegality.
In Vlašim, 1 January 2012