General Terms & Conditions

General Terms & Conditions of VAE SPRINKLERS, s.r.o. (hereinafter referred to as the “GTC”) No. 2/2019 – Execution of the Work

  1. Definition of Terms

1.1 The Contract means a contract for work, a framework contract for work concluded between the Client and the Contractor, as well as the acceptance of an order sent by the client, of which these GTC are an integral part.

1.2 The Client means the company VAE SPRINKLERS, s.r.o., RN 07233469, with its registered office at náměstí Jurije Gagarina 233/1, Slezská Ostrava, 710 00 Ostrava, registered in the Commercial Register kept by the Regional Court in Ostrava, Section C, Insert 75025.

1.3 The Contractor means a Contracting Party who has contractually undertaken to perform the Work for the Client, and who is not a consumer within the meaning of Section 419 of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the “CC”).

1.4 The Contracting Parties are the Client and the Contractor.

1.5 The Work means installation, assembly or other work, the exact specification of which is stated in the Contract.

1.6 Given that the Work is usually part of a complete work, the term “End Client” means the person for whom the complete work is performed.

  1. Subject of the GTC

2.1 The subject of the GTC is the determination of the rights and obligations of the Contracting Parties, as well as other conditions that are not stipulated in the Contract.

  1. General Provisions

3.1 These GTC form an integral part of each Contract to which they are attached or in cases where these GTC are referred to in the Contract. Attachment to the Contract is also considered to be an e-mail attachment, without these GTC being included in the same document as the Contract.

3.2 These GTC also form an integral part of all contracts concluded orally if they are known to both Contracting Parties. In the event that the Contract is concluded orally or even by implication, a Contracting Party has the right to have the content of the Contract confirmed in writing. If a Contracting Party does so, believing that its confirmation expresses the content of the Contract faithfully, the Contract shall be deemed concluded with the content stated in the confirmation, even if it shows deviations from the actually agreed content of the Contract. This only applies if the deviations stated in the confirmation change the actually agreed content of the Contract in a minor way and are of such a nature that a reasonable entrepreneur would still approve them, and provided that the buyer does not reject these deviations.

3.3. By concluding a Contract between the Contracting Parties, both Contracting Parties accept these GTC and, also by accepting these GTC, they exclude the use of General Terms & Conditions other than those issued by VAE SPRINKLERS, s.r.o., RN 07233469.

  1. Pre-Contractual Negotiations

4.1 All negotiations that are subsequently to lead to the conclusion of a Contract, with the exception specified in Article 5 of the GTC, are pre-contractual negotiations of the Contracting Parties, and the Contracting Parties are therefore not responsible for not concluding the Contract.

4.2 If the Contracting Parties provide data and information during the negotiation of the Contract, each Contracting Party has the right to keep records of them, even if the Contract is not concluded.

4.3 If one of the Contracting Parties obtains confidential information about the other Contracting Party during the negotiation of the Contract, it shall ensure that it is not misused or that it is not disclosed without a legal reason. If the Contracting Party violates this obligation and gets enrichment from it, it will provide the other Contracting Party with the received enrichment.

  1. Order, Order Acceptance, Contract

5.1 The proposal to conclude a Contract means the order of a Contracting Party.

5.2 A regular order, i.e. the proposal to conclude a Contract within the meaning of the provisions of Section 1731 of the CC, is considered to be only such an order which is thus explicitly marked by the Contracting Party (e.g. in the subject of the message or in its content) as “firm”, “final”, “issued” or in other similar way. In the event that the order is marked as such, the answer, or more precisely acceptance of the order, with any additions, deviations or any new arrangements, is always regarded as a new order, even if the conditions of the order are not substantially changed. Also, attaching the GTC or a link to the GTC to the acceptance of the order is always considered a new offer.

5.3 Each order for the execution of the Work must contain in particular:

– identification of the Client (corporate name, registered office, RN, VAT ID);

– identification of the Contractor (corporate name, registered office, RN, VAT ID);

– order number and reference to the Contract if the order is part of a framework contract for work;

– title and number of the Contract

– date of issue of the order and name of the person issuing the order on behalf of the Client;

– exact specification of the Work, scope of work

– place of execution of the Work, as well as the time of its execution, including the commencement of work and the date of completion of work

– price of the Work (based on its communication by the seller in the pre-contractual negotiations)

 

5.4 The proper acceptance of the order by the Contracting Party within the meaning of the provisions of Section 1740 of the CC is considered to be only such acceptance of the order which is thus explicitly marked by the Contracting Party (e.g. in the subject of the message or its content) as “firm”, “final” or by marking the document “Order Received” or in other similar way. Acceptance of the order with any additions, deviations or any new arrangements is always regarded as a new proposal to conclude a Contract, even if the conditions of the order of the Contracting Party are not substantially changed. Also, attaching the GTC or a link to the GTC to the acceptance of the order of the Contracting Party is always considered a new proposal to conclude a Contract. In such a case, the Contracting Party is obliged to accept such a new proposal to conclude a Contract no later than 5 days from the delivery of the above acceptance of the order. The following, in particular, shall be deemed to constitute unconditional acceptance of the above acceptance of the order: “We/I confirm acceptance.”

5.5 The Contract is concluded when the proper acceptance of the order takes effect.

5.6 If the Contract is concluded in such a way that the proposal to conclude the Contract and its acceptance are contained in a single document, then the Contract is concluded at the time the last Contracting Party signs this document.

  1. Terms of Delivery

6.1 The Contractor undertakes to commence performing the Work on the day agreed in the Contract.

6.2 If the Contractor does not commence the execution of the Work within 14 days from the date of the agreed date of commencement of the execution of the Work, the Contract for Work shall be terminated.

6.3 The Contractor undertakes to complete the Work within the period agreed in the Contract.

6.4 If the Contractor is in delay with the completion of the Work and unless the Contracting Parties agree otherwise, the Client has the right to withdraw from the Contract.

6.5 The Client is entitled to continuously check the progress of the Work. If the Client finds out that the Contactor does not perform the Work or is in delay with the ongoing performance of the Work, the Client has the right to withdraw from the Contract. The Client has the right to withdraw from the Contract if the Contractor performs the work in a manner that is in conflict with technical standards or the agreed method of execution.

  1. Payment Terms

7.1 Unless otherwise stated in the Contract, the Client is obliged to pay the Contractor the price for the performed Work specified in the Contract on the basis of a tax document issued by the Contractor no earlier than the day of takeover of the Work with a due date of 60 days from the date of issue of the tax document, unless other maturity is agreed by the Contracting Parties in the Contract.

7.2 The tax document issued by the Contractor will have the requisites stipulated by the Czech Act No. 235/2004 Coll., on VAT, as amended, and the requisites according to the provisions of Section 435 of the CC, and it will be sent to the Client by e-mail to vae.sprinklers@vaecontrols.cz.

7.3. In addition, the tax document must contain: order number, name of the project, list of work activities approved by the Client’s representative. If the document is not issued correctly, the Client is entitled to return the document for completion, and the due date is determined from the date of delivery of the corrected document according to 7.1 and 7.2.

 

 

  1. Takeover of the Work

8.1 Unless otherwise agreed in the Contract, the Contractor is obliged to invite the Client to preliminarily take over the Work at least 5 working days in advance. Preliminary takeover of the Work is considered to be the takeover by the Client from the Contractor before the takeover of the Work by the End Client.

8.2 The Contractor is obliged to eliminate all defects and unfinished work that the Work has at the time of the preliminary takeover within the period agreed between the Client and the Contractor during the preliminary takeover.

8.3 A duly completed Work without defects and unfinished work is considered to be such Work which was taken over by the End Client without defects and unfinished work. The Contractor is obliged to remove all defects and unfinished work pointed out by the End Client within the period specified by the End Client.

8.4 Final takeover of the Work means the takeover of the Work by the Client from the Contractor after the takeover of the Work from the End Client.

8.5 If the Contractor does not eliminate defects and unfinished work within the period specified in Article 8.2 or Article 8.3, the Client is entitled to complete the Work through another contractor and, in such case, the price of the Work is reduced by the cost of the Client to complete the Work without defects and unfinished work, which does not affect the Client’s right to compensation.

  1. Liability for Defects

9.1 The Contractor is liable for defects of the Work in accordance with the provisions of Section 2099 et seq. of the CC, in connection with the provisions of Section 2615 et seq. of the CC. The rights from defective performance are based on a defect that the Work has when the risk of damage passes to the Client, even if it manifests itself later. The Client’s right is also established by a later defect caused by the Contractor’s breach of its obligation.

9.2 If the Client notifies the Contractor of a defect of the Work, the Contractor is obliged to commence work to eliminate the defect of the Work within 48 hours at the latest, unless the Contracting Parties agree otherwise.

9.3. If the Client notifies the Contractor that the defect of the Work consists in a critical defect threatening the functionality of the Work, the Contractor is obliged to commence work to eliminate the defect of the Work no later than 24 hours from the time of notification.

9.4 The Client is obliged to report defects of the Work in writing and in a timely manner. In the case of hidden defects, the Client is obliged to notify the Contractor of these defects no later than 5 days from their discovery, or more precisely from the moment the Client could discover them with sufficient care. The Client’s notice must include a reference to the relevant Contract under which the Work was delivered. The notification must also contain a detailed description of the defects, as well as photographs of the defects if the defects are visible, or a depiction of the defects in another way if such a method is possible.

9.5 The Client is obliged to provide the Contractor with all cooperation necessary to eliminate the defects of the Work or to resolve the defects by other means.

9.6. The Contractor is liable to the Client for damages caused by a defect of the Work, in particular, the Contractor is obliged to reimburse the Client for costs associated with removing the defect of the Work, any contractual penalties for non-functional Work which the Client had to pay to its other contractual partners, or other resulting damages.

9.8. The Contractor’s liability for defects expires after a period of two years from the date of takeover of the Work by the Client in accordance with Article 8 of these GTC.

  1. Quality Guarantee

10.1 The Contractor provides the Client with a quality guarantee for the Work for a period of two years from the date of takeover of the Work by the Client pursuant to Article 8 of these GTC, unless expressly agreed otherwise in the Contract.

10.2 The warranty period commences with the takeover of the Work by the Client according to Article 8 of these GTC, which also applies if the Work is to be put into operation by a person other than the Client.

10.3 The Client is obliged to make a complaint with the Contractor about defects of the Work covered by the quality guarantee. The Client is obliged to make a complaint with the Contractor without undue delay, i.e. no later than 5 days from the discovery of defects, or more precisely from the moment the Client could discover them with sufficient care. The Client’s complaint must include a reference to the relevant Contract under which the Work was performed. The complaint must also contain a detailed description of the defects, as well as photographs of the defects if the defects are visible, or a depiction of the defects in another way if such a method is possible.

10.4 The Contractor is obliged to commence work to eliminate the defect no later than 48 hours from receiving the complaint.

10.5 The Client is obliged to provide the Contractor with all cooperation necessary to assess the defects complained about and to subsequently eliminate the defects or resolve the defects by other means.

  1. Sanction Provision

11.1 In the event of the Client’s delay in paying the price of the Work, the Client is obliged to pay the Contractor a contractual penalty of 0.05% of the amount due for each day of delay, unless otherwise stated in the Contract.

11.2 The Contractor undertakes to pay the Client a contractual penalty of 5,000 CZK for each day of delay with the commencement of the performance of the Work according to the agreed date of commencement of the performance of the Work from the date of delay to the date of Contract termination.

11.3. The obligation to pay contractual penalties under the Contract does not in any way affect the Contractor’s obligation to compensate the Client for the damage caused by the breach of the Contractor’s obligations under the Contract, these GTC or legal regulations.

11.3 The Contractor undertakes to pay the Client a contractual penalty of 5,000 CZK for each new day of delay in the event of a breach of the obligation pursuant to Articles 9.2, 9.3, 10.4 of these GTC.

11.4. The Contracting Parties have expressly agreed that the Client is entitled to set off contractual penalties, claims for damages or any other payments against the price of the agreed Work.

  1. Mutual Cooperation and Communication

12.1 The Contracting Parties undertake to cooperate with each other and to provide each other with all information necessary for the proper fulfilment of their obligations.

12.2 The Contracting Parties shall inform each other of any facts that are or may be relevant to the proper performance of the Contract.

12.3 The Contracting Parties are obliged to fulfil their obligations arising from the Contract so that there is no delay in meeting individual deadlines and delay in the maturity of individual monetary obligations.

12.4 All communication between the Contracting Parties will take place through authorized persons, authorized employees or statutory representatives of the Contracting Parties.

 

12.5 All correspondence to be made in accordance or in connection with the Contract shall be made to the correspondence addresses indicated in the details of the Contracting Parties, either by personal delivery, courier service, consignment, recorded delivery mail or e-mail or fax, provided that the original of the given document (including the signature of the person authorized to act on behalf of the Contracting Party in the given matter) will subsequently be delivered without delay by any of the previous forms of delivery if the Contracting Party, to whom it is delivered, requests so. If the recipient refuses to accept the consignment, the consignment shall be deemed to have been delivered at the time of the refusal; if the recipient has been notified of the deposit of the consignment, the consignment shall be deemed to have been delivered on the third day after its deposit. A fax message is considered delivered at the moment of the sender’s device issuing a confirmation that the message has been sent correctly, and at the moment of the recipient’s confirmation of the receipt of the message in case of an e-mail communication. By accepting these GTC, the Contracting Parties agree that the written form is maintained even if the juridical act is made by electronic means (e-mail) within the meaning of the provisions of Section 562 of the CC.

12.6 The Contracting Parties undertake that in the event of a change of the correspondence address or other contact details, they shall inform the other Contracting Party of this change no later than three (3) days from the date on which such a change occurred.

  1. Arbitration Clause

13.1 The Contracting Parties undertake to resolve all property disputes arising from and/or in connection with the Contract in arbitration proceedings in accordance with Act No. 216/1994 Coll., on Arbitration Proceedings and Enforcement of Arbitral Awards, as amended, before a single arbitrator, Mgr. MICHAL WIEDERMANN, lawyer, CBA No.: 12662, registered office at Bauerova 491/10, 60300 Brno. If Mgr. MICHAL WIEDERMANN dies, resigns, is expelled, or does not accept the position of arbitrator, the Contracting Parties have agreed that the arbitration proceedings in such case will be handled before the single arbitrator JUDr. Bc. Martin Kulhánek, Ph.D., lawyer, CBA No.: 8780, registered office at Pražákova 1008/69, 639 00 Brno. The arbitrator designated by this arbitration clause shall decide disputes without an oral hearing only on the basis of written documents submitted by the Contracting Parties. However, if the arbitrator does not consider the written documents to be sufficient, he is entitled to order an oral hearing. The arbitration proceedings will take place in accordance with the legal system of the Czech Republic and the principle of justice will be applied.

The costs of the arbitration proceedings consist of:

  1. a) an arbitration fee of three (3) % of the value of the subject matter of the dispute, but not less than 5,000 CZK and not more than 50,000 CZK. The fee represents the arbitrator’s remuneration. Upon a reasonable request, the arbitrator may reduce the fee; if the arbitrator is a VAT payer, the arbitrator is entitled to add VAT in the statutory amount to the fee thus determined.
  2. b) special costs incurred in connection with the discussion and settlement of the dispute by arbitration.

The relevant provisions of the Code of Civil Procedure will be applied mutatis mutandis when deciding on the reimbursement of the costs of arbitration proceedings. The arbitral award shall take effect on the day of delivery of the final court decision and shall be enforceable in court. Unless this clause provides otherwise, Act No. 216/1994 Coll. applies. Matters of arbitration proceedings not defined by this arbitration clause and not regulated by this Act may be decided by the appointed arbitrator himself.

  1. Final Provisions

14.1 Deviating provisions in the Contract take precedence over the wording of the GTC.

14.2 The rights and obligations of the Contracting Parties not regulated by these GTC or the Contract are governed by the CC, as amended.

14.3 These GTC take effect on 27 August 2019.

General Terms & Conditions of VAE SPRINKLERS, s.r.o. (hereinafter referred to as the “GTC”) No. 1/2019 – Purchase/Sale of Goods

  1. Definition of Terms

1.1 The Contract means a framework purchase contract, an individual purchase contract concluded on the basis of a framework purchase contract, as well as a purchase contract concluded between the Seller and the Buyer, of which these GTC are an integral part.

1.2 The Seller means the company VAE SPRINKLERS, s.r.o., RN 07233469, with its registered office at náměstí Jurije Gagarina 233/1, Slezská Ostrava, 710 00 Ostrava, registered in the Commercial Register kept by the Regional Court in Ostrava, Section C, Insert 75025, if the subject of the purchase contract is the sale of the Goods which the Seller sells to the Buyer.

1.3 The Buyer means a Contracting Party who has contractually undertaken to purchase the Goods from the Seller and pay the corresponding price, and who is not a consumer within the meaning of Section 419 of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the “CC”).

1.4. The Buyer means the company VAE SPRINKLERS, s.r.o., RN 07233469, with its registered office at náměstí Jurije Gagarina 233/1, Slezská Ostrava, 710 00 Ostrava, registered in the Commercial Register kept by the Regional Court in Ostrava, Section C, Insert 75025, if the subject of the purchase contract is the purchase of the Goods which VAE SPRINKLERS, s.r.o., RN 07233469, acquires from the Seller.

1.5. The Seller means a contracting party who has contractually undertaken to sell the Goods to VAE SPRINKLERS, s.r.o., RN 07233469, and who is not a consumer within the meaning of Section 419 of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the “CC”).

1.4 The Contracting Parties means the Seller and the Buyer.

1.5 The Goods mean goods the specification of which is stated in the Contract.

  1. Subject of the GTC

2.1 The subject of the GTC is the determination of the rights and obligations of the Contracting Parties, as well as other conditions that are not stipulated in the Contract.

  1. General Provisions

3.1 These GTC form an integral part of each Contract to which they are attached or in cases where these GTC are referred to in the Contract. Attachment to the Contract is also considered to be an e-mail attachment, without these GTC being included in the same document as the Contract.

3.2 These GTC also form an integral part of all contracts concluded orally if they are known to both Contracting Parties. In the event that the Contract is concluded orally or even by implication, a Contracting Party has the right to have the content of the Contract confirmed in writing. If a Contracting Party does so, believing that its confirmation expresses the content of the Contract faithfully, the Contract shall be deemed concluded with the content stated in the confirmation, even if it shows deviations from the actually agreed content of the Contract. This only applies if the deviations stated in the confirmation change the actually agreed content of the Contract in a minor way and are of such a nature that a reasonable entrepreneur would still approve them, and provided that the buyer does not reject these deviations.

3.3. By concluding a Contract between the Contracting Parties, both Contracting Parties accept these GTC and, also by accepting these GTC, they exclude the use of General Terms & Conditions other than those issued by VAE SPRINKLERS, s.r.o., RN 07233469.

  1. Pre-Contractual Negotiations

4.1 All negotiations that are subsequently to lead to the conclusion of a Contract, with the exception specified in Article 5 of the GTC, are pre-contractual negotiations of the Contracting Parties, and the Contracting Parties are therefore not responsible for not concluding the Contract.

4.2 If the Contracting Parties provide data and information during the negotiation of the Contract, each Contracting Party has the right to keep records of them, even if the Contract is not concluded.

4.3 If one of the Contracting Parties obtains confidential information about the other Contracting Party during the negotiation of the Contract, it shall ensure that it is not misused or that it is not disclosed without a legal reason. If the Contracting Party violates this obligation and gets enrichment from it, it will provide the other Contracting Party with the received enrichment.

  1. Order, Order Acceptance, Contract

5.1 The proposal to conclude a Contract means the order of a Contracting Party. An offer is considered to be a proposal to conclude a Contract only if it is not labelled with the statement “this offer is not a proposal to conclude a contract”.

5.2 A regular order, i.e. the proposal to conclude a Contract within the meaning of the provisions of Section 1731 of the CC, is considered to be only such an order which is not explicitly marked (e.g. in the subject of the message or in its content) as “indicative or non-binding”. In the event that the order is marked as such, the answer, or more precisely acceptance of the order, with any additions, deviations or any new arrangements, is always regarded as a new order, even if the conditions of the order are not substantially changed. Also, attaching the GTC or a link to the GTC to the acceptance of the order is always considered a new offer.

5.3 Each order for the purchase/sale of the Goods must contain in particular:

– identification of the Buyer (corporate name, registered office, RN, VAT ID);

– identification of the Seller (corporate name, registered office, RN, VAT ID);

– order number, order name and reference to the Contract, or to the order if the order is a proposal to conclude an individual purchase contract on the basis of a framework purchase contract;

– date of issue of the order and name of the person issuing the order on behalf of the Buyer;

– quantity of the ordered Goods and its exact specification (especially designation of goods, quality, size, design, production standard, purpose of use);

– place of delivery of the Goods, if it is not the registered office of the Seller, and the mode of transport, unless this information is contained in the earlier contractual arrangements of the Seller and the Buyer on the basis of which the order is made; unless otherwise agreed in the Contract, INCOTERMS 2010 DAP applies

– price of the Goods (based on its communication by the Seller in the pre-contractual negotiations)

5.4 The proper acceptance of the order by the Contracting Party within the meaning of the provisions of Section 1740 of the CC is considered only such acceptance of the order which is thus explicitly marked by the Contracting Party (e.g. in the subject of the message or its content) as “firm”, “final” or by marking the document “Order Received” or in other similar way.

Acceptance of the order with any additions, deviations or any new arrangements is always regarded as a new proposal to conclude a Contract, even if the conditions of the order of the Contracting Party are not substantially changed. Also, attaching the GTC or a link to the GTC to the acceptance of the order of the Contracting Party is always considered a new proposal to conclude a Contract. In such a case, the Contracting Party is obliged to accept such a new proposal to conclude a Contract no later than 5 days from the delivery of the above acceptance of the order. The following, in particular, shall be deemed to constitute unconditional acceptance of the above acceptance of the order: “We/I confirm acceptance.”

5.5 The Contract is concluded when the proper acceptance of the order takes effect.

5.6 If the Contract is concluded in such a way that the proposal to conclude the Contract and its acceptance are contained in a single document, then the Contract is concluded at the time the last Contracting Party signs this document.

  1. Terms of Delivery

6.1 The Seller is obliged to deliver the Goods to the Buyer in accordance with the Contract and within the period specified in the Contract. If the exact time of performance is agreed in the Contract, the Contracting Parties consider it indisputable that it is not a fixed obligation within the meaning of the provisions of Section 1980 of the CC, unless expressly stated in the Contract at least by reference to Section 1980 of the CC.

6.2 The Buyer is obliged to provide the Seller with all cooperation necessary to take over the Goods at the place of delivery, in particular to confirm the takeover of the Goods with the signature of the person designated in the order/Contract put to the delivery note issued by the Seller or the carrier. The Seller is obliged to inform the person designated in the order/Contract by the Buyer to take over the Goods well in advance of the exact time of delivery. If the Goods are not taken over by the person designated in the order/Contract by the Buyer to take over the Goods, the Goods are not considered delivered and the Seller shall be in delay with delivery of the Goods and undertakes to compensate the Buyer for any damages.

6.3 In the event of the Buyer’s delay in taking over the Goods for more than 1 week, the Seller is also entitled to sell the Goods in a suitable manner in accordance with Section 2126 of the CC after prior written notice to the Buyer and expiration of an additional period of 14 days for taking over the Goods.

6.4 If the Seller is contractually obliged to deliver the Goods to the Buyer in the units of measure – pcs (pieces) and, at the same time, if the Contract or the related documents (delivery note, invoice, etc.) also state the value in kg (kilograms), the Contracting Parties consider it indisputable that the value in kg is only indicative and serves to inform the Contracting Parties and for the purposes of handling the Goods.

6.5 If the Seller is contractually obliged to deliver the Goods to the Buyer in the units of measure – m (metres) and, at the same time, if the Contract or related documents (delivery note, invoice, etc.) also state the value in kg (kilograms), the Contracting Parties consider it indisputable that the value in kg is only indicative and serves to inform the Contracting Parties and for the purposes of handling the Goods.

6.6 If the Seller is contractually obliged to deliver the Goods to the Buyer in the units of measure – kg (kilograms), the Seller is entitled to deliver the Goods to the Buyer in a quantity deviating from the quantity specified in the Contract by a maximum of +/- 10%.

  1. Payment Terms

7.1 Unless otherwise stated in the Contract, the Buyer is obliged to pay the Seller the price for the delivered Goods specified in the Contract on the basis of a tax document issued by the Seller no earlier than the day of delivery of the Goods to the Buyer with a due date of 60 days from the date of issue of the tax document, unless other maturity is agreed by the Contracting Parties in the Contract.

7.2 The tax document issued by the Seller will have the requisites stipulated by the Czech Act No. 235/2004 Coll., on VAT, as amended, and the requisites according to the provisions of Section 435 of the CC, and it will be sent to the Seller by e-mail to vae.sprinklers@vaecontrols.cz.

In addition, the tax document must contain: order number, name of the project, delivery note.

If the document is not issued correctly, the Client is entitled to return the document for completion, and the due date is determined from the date of delivery of the corrected document according to 7.1 and 7.2.

  1. Transfer of Title

8.1 Unless otherwise agreed in the Contract, the title and the risk of damage to the Goods pass to the Buyer at the time of takeover of the Goods by the person designated in the order/Contract by the Buyer.

  1. Liability for Defects

9.1 The Seller is liable for defects of the Goods in accordance with the provisions of Section 2099 et seq. of the CC. The rights from defective performance are based on a defect that the Goods have when the risk of damage passes to the Buyer, even if it manifests itself later. The Buyer’s right is also established by a later defect caused by the Seller’s breach of its obligation.

9.2 In the event of early performance, the Seller may eliminate the defects by the time specified for the delivery of the Goods.

9.3 If the defective performance violates the Contract in a material way, and if it is not possible to eliminate the defect by delivering new Goods or missing parts, repairing the Goods or via a reasonable discount from the purchase price, the Seller shall notify the Buyer and allow them to withdraw from the Contract. However, if the Buyer does not notify the Seller of the defect in time, the Buyer loses the right to withdraw from the Contract.

9.4 The Buyer is obliged to report defects of the Goods in writing and in a timely manner. In the case of obvious defects, the Buyer is obliged to notify the Seller of these defects no later than 3 days after the delivery of the Goods to the Buyer. In the case of hidden defects, the Buyer is obliged to notify the Seller of these defects no later than 3 days from their discovery, or more precisely from the moment the Buyer could discover them with sufficient care. The written notice of the Buyer must contain a reference to the relevant Contract on the basis of which the Goods were delivered to the Buyer, the invoice number by which the purchase price was charged for the delivered Goods, and the number of the delivery note documenting the time of delivery of the Goods to the Buyer. The written notification must also contain a detailed description of the defects, as well as photographs of the defects if the defects are visible, or a depiction of the defects in another way if such a method is possible.

9.5 The Seller is obliged to notify the Buyer whether the Seller accepts the responsibility for defects and which solution has been chosen as the most suitable or whether the Seller does not recognize the responsibility for defects and for what reasons within 30 days from the date of delivery of the written notice of defects by the Buyer.

9.6 The Buyer is obliged to provide the Seller with all cooperation necessary to assess the defects complained about and to subsequently eliminate the defects or resolve the defects by other means.

9.7. The Seller is liable to the Buyer for damages caused by a defect of the Goods, in particular, the Seller is obliged to reimburse the Buyer for costs associated with removing the defect of the Goods, any contractual penalties for non-functional Goods which the Buyer had to pay to its other contractual partners, or other resulting damages.

9.8. The Seller’s liability for defects expires after a period of two years from the date of transfer of title to the Buyer pursuant to Article 8 of these GTC, unless the Contracting Parties agree otherwise.

  1. Quality Guarantee

10.1 The Seller provides the Buyer with a quality guarantee for the Goods for a period of two years from the date of the transfer of title to the Buyer pursuant to Article 8 of these GTC, unless expressly agreed otherwise in the Contract. In other cases, the Seller does not undertake to guarantee the quality. All the provisions of this Article below shall apply only in cases where the quality guarantee is agreed as described above.

10.2 The warranty period begins with the delivery of the Goods to the Buyer, which also applies if the Goods are to be put into operation by a person other than the Buyer.

10.3 The Buyer is not entitled to warranty if the defect was caused by an external event after the transfer of the risk of damage to the Goods to the Buyer.

10.4 The Buyer is obliged to make a written complaint with the Seller about defects of the Goods covered by the quality guarantee. The Buyer is obliged to make a complaint with the Seller without undue delay, i.e. no later than 3 days from the discovery of defects, or more precisely from the moment the Buyer could discover them with sufficient care.

The written complaint of the Buyer must contain a reference to the relevant Contract (order) on the basis of which the Goods were delivered to the Buyer, the invoice number by which the purchase price was charged for the delivered Goods, and the number of the delivery note documenting the time of delivery of the Goods to the Buyer. The written complaint must also contain a detailed description of the defects, as well as photographs of the defects if the defects are visible, or a depiction of the defects in another way if such a method is possible.

10.5 The Seller is obliged to notify the Buyer whether the Seller accepts the responsibility resulting from the quality guarantee and which solution has been chosen as the most suitable or whether the Seller does not recognize the responsibility resulting from the quality guarantee and for what reasons within 30 days from the date of delivery of the written complaint by the Buyer.

10.6 The Buyer is obliged to provide the Seller with all cooperation necessary to assess the defects complained about and to subsequently eliminate the defects or resolve the defects by other means.

  1. Sanction Provision

11.1 In the event of the Buyer’s delay in paying the purchase price, the Buyer is obliged to pay the Seller a contractual penalty of 0.05% of the amount due for each day of delay, unless otherwise stated in the Contract.

11.2 The obligation to pay contractual penalties under the Contract does not in any way affect the Buyer’s obligation to compensate the Seller for the damage caused by the breach of the Buyer’s obligations under the Contract, these GTC or legal regulations.

11.3 In the event that the Seller is in delay with the delivery of the Goods, the Buyer is entitled to invite the Seller in writing to fulfil the obligation and provide the Seller with an additional period to fulfil the obligation. After the expiration of the additional period of fulfilment and unless the Contracting Parties agree otherwise, the Buyer is entitled to withdraw from the Contract. In such a case, the Buyer is entitled to a contractual penalty for the Seller’s delay of 10% of the value of the Goods in respect of which the Seller is in delay, which does not affect the Buyer’s right to compensation.

  1. Mutual Cooperation and Communication

12.1 The Contracting Parties undertake to cooperate with each other and to provide each other with all information necessary for the proper fulfilment of their obligations.

12.2 The Contracting Parties shall inform each other of any facts that are or may be relevant to the proper performance of the Contract.

12.3 The Contracting Parties are obliged to fulfil their obligations arising from the Contract so that there is no delay in meeting individual deadlines and delay in the maturity of individual monetary obligations.

12.4 All communication between the Contracting Parties will take place through authorized persons, authorized employees or statutory representatives of the Contracting Parties.

12.5 All correspondence to be made in accordance or in connection with the Contract shall be made to the correspondence addresses indicated in the details of the Contracting Parties, either by personal delivery, courier service, consignment, recorded delivery mail or e-mail or fax, provided that the original of the given document (including the signature of the person authorized to act on behalf of the Contracting Party in the given matter) will subsequently be delivered without delay by any of the previous forms of delivery if the Contracting Party, to whom it is delivered, requests so.

If the recipient refuses to accept the consignment, the consignment shall be deemed to have been delivered at the time of the refusal; if the recipient has been notified of the deposit of the consignment, the consignment shall be deemed to have been delivered on the third day after its deposit. A fax message is considered delivered at the moment of the sender’s device issuing a confirmation that the message has been sent correctly, and at the moment of the recipient’s confirmation of the receipt of the message in case of an e-mail communication. By accepting these GTC, the Contracting Parties agree that the written form is maintained even if the juridical act is made by electronic means (e-mail) within the meaning of the provisions of Section 562 of the CC.

12.6 The Contracting Parties undertake that in the event of a change of the correspondence address or other contact details, they shall inform the other Contracting Party of this change no later than three (3) days from the date on which such a change occurred.

  1. Final Provisions

13.1 Deviating provisions in the Contract take precedence over the wording of the GTC.

13.2 The rights and obligations of the Contracting Parties not regulated by these GTC or the Contract are governed by the CC, as amended.

13.3 These GTC take effect on 27 August 2019.