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These General Commercial Terms for Goods Purchase of the company PAPCEL, a.s. (hereinafter referred to as „GCTGP“) stipulate hereby contractual relations between PAPCEL and other entities, whereas the company PAPCEL, a.s. is in the position of the buyer according to a contract of purchase or the order party according to a contract for work. Provisions of the GCTGP are valid unless otherwise stated in a particular contract signed by the contractual parties.
1.2 The „Customer“ means the company PAPCEL, a.s., which is in the position of the buyer in case of a contract of purchase or of the order party in case of a contract for work.
1.3 The „Supplier“ means the seller in case of a contract of purchase and the maker in case of a contract for work.
1.4 The „Consumer“ means the third party, who as the order party concluded a contract for work with the Customer or as the buyer in case of a contract of purchase.
1.5 The „Goods“ mean things, material, products, assembly, manufacturing of things, maintenance, repair, modification of things or another materially expressed activity goal.
1.6 The „Inspection“ means the activity focused on detecting of existing state being used by the customer in order to verify proper performance during and after manufacturing processes.
1.7 The „Test“ means the test carried out according to legal regulations or to a contract in order to verify quality and functionality of goods, correctness of technological procedures, technical documents, specifications and used materials.
2.2 Plans and technical supporting documents, which have been handed to the supplier by the customer before or after signature of the contract and which may be used for production of goods or particular parts, remain in explicit possession of the customer. Without his permission they must not be used, copied, multiplied, handed or let known to some third party by the supplier. In case of failing this obligation the supplier shall be obliged to pay a penal clause amounting to CZK 100,000.00 for each individual violation case. Besides this penal clause the customer shall be entitled to ask also for compensatory damages.
2.3 The supplier is obliged to hand the customer the following documents with goods delivery (according to kinds of the goods):
3.2 The supplier is obliged to pack up the goods to be delivered and to secure them for transport purposes as to the given article. It shall be done in a way which minimizes negative environmental impacts with as much as possible security and preservation of the goods during transport. Large bulky packages must be marked with corresponding lashing points.
3.3 The packing material price, except for return containers, shall be included in the goods price.
3.4 The goods, which are being delivered for weight prices, shall be invoiced according to the actual weight, i.e. in case of delivery in net weight.
3.5 If the place of customer’s business is not the place of delivery, the supplier is obliged, upon customer’s request and on his account, to secure the goods transport from the place of performance to the place determined by the customer. The price of secured transport in such a way shall be agreed by the customer before the goods shipment.
4.2 The supplier shall inform the customer on the tests that the customer should take part in according to a contract, at the latest 3 days before the tests.
4.3 The practice of the given industry branch is to be held for relevant for these tests.
4.4 The customer has also the right to carry out quality checks of the goods delivered. If these checks have proved that the goods do not comply with the given contract, the supplier shall remove the given deficiency immediately on his own account.
4.5 If these checks have proved that the goods do not comply with the given contract, the supplier shall pay all the costs occurred on the part of the customer. Afterwards, upon the customer’s request, these checks must be repeated.
4.6 The costs of the agreed and repeated checks, inclusive testing, shall be always carried by the supplier.
5.2 Integral parts of goods delivery are as follows:
5.4 Partial performance is allowed upon the customer’s written consent only.
5.5 If the supplier is in default in the goods delivery, the customer is entitled to charge a conventional fine amounting to 0.05 % of the price of not delivered articles for each delayed day (however not more than 10 % of the total price). Beside this conventional fine the customer is entitled to ask for compensation of losses incurred which may be higher than this conventional fine.
5.6 Before the in the contract agreed delivery date the supplier is entitled to performance the customer’s consent only. Maturity of the invoice in that case shall be the same as if the delivery had been made according to the originally arranged schedule.
6.2 The price can be paid on the supplier’s account upon the invoice issued by the supplier earliest on the day of delivery fulfilment. Maturity of the invoice shall be within 60 days after its issue.
6.3 Every invoice shall comply with requirements for tax documents according to the Code No. 235/2004 Coll., as amended. Furthermore, the invoice shall contain following: a contract number according to the customer’s accounting, a subject number according to the Standard Production Classification and a maturity date. Unless the contract number according to the customer’s accounting is stated in the invoice, a copy of the related receipted purchase order is to be attached to the invoice. If the price is composed of several items, the supplier is obliged to carry out proper accounting of all particular items. The customer is entitled to return such an invoice, which does not contain the obligatory requirements according to art. 6.3, or which contains incorrect data, without payment and within 30 days from its receiving. The supplier is obliged either to correct the invoice or to issue a new one. The maturity period shall start again as from the date of receiving of the corrected or newly issued invoice. Interests on a late invoice payment shall be 0.05 % of the outstanding amount for each delayed day.
6.4 The payment means transfer of a money amount to be settled from the customer’s bank account to the credit of the supplier's account, as stated in the invoice.
6.5 The advance payments, settled by the customer, shall be charged for the goods price. The supplier must not take them for compensation money or set them off against some other customer’s claims.
6.6 The customer is entitled to ask for bank guarantees or other equivalent collateral securities from the supplier and on his account, namely in such cases, when the customer has obliged himself to provide the supplier financial performance before the agreed date of delivery.
The supplier shall be obliged to present the required guarantee tool within 10 days after the reception of the customer’s request. Should the supplier not provide the by the customer required guarantee properly and on time, it is considered that any customer’s obligation of advance financial performance has not arisen at all and the supplier is entitled to ask for payment of the subject of the performance first after delivery fulfilment.
7.2 Repairs during the warranty period shall be carried out by the supplier on his own account also abroad.
7.3 Unless otherwise stated, the warranty period starts as from the goods delivery day. If the contract stipulates also the goods delivery by the supplier, the warranty period starts as from receipt of the goods by the customer. If the supplier is obliged to actuate the delivery items, the warranty period starts as from the day of successful commissioning. The warranty period does not run during the time of impossibility using the goods by the customer because of defects for which the supplier is responsible.
7.4 In cases of operational security jeopardy, which the supplier shall be immediately informed about, or if the supplier is in delay with removing of the given defects, the customer is entitled to remove the defects himself and to ask for the costs compensation from the supplier accordingly.
7.5 The same warranty terms and conditions shall be in force for spare parts or repaired parts as for the original delivery objects according to the rule that the warranty period for the renewed or repaired parts must be, from the moment of defect remedy, still at least a half of the warranty period as stated in art. 7.1. For other parts of goods the warranty period shall be prolonged for the time of proper usage impossibility resulting from the given defect.
7.6 The customer is obliged to announce all defects to the supplier after their finding in writing and without undue delay, at latest till the end of warranty period.
7.7 Furthermore, the supplier is, in case of defect occurrence within the warranty period, obliged to provide the customer (or the final user) appropriate cooperation, especially technical assistance and service support in a form of written, e-mail or phone communication focused on defect remedy. The other rights, ensuing from the warranty, remain hereby untouched.
7.8 The supplier is obliged to compensate the customer all direct and indirect losses resulting from goods defects. Sanctions and compensations that may have been enforced by the final user against the customer are also to be taken for such losses.
8.2 The contractual party at which force majeure circumstances occur shall be obliged to inform immediately the other party about this situation in writing by means of a registered letter at latest within 10 days after its occurrence. Failing in this deadline shall induce expiration of the right to refer to this force majeure event.
9.2 The customer has the right of discharge of the contract, if the supplier is delayed in goods delivery within the period of time longer than 4 weeks. Furthermore, the customer has the right on discharge of the contract, if he pays compensation money in an amount of 5 % of the goods price.
9.3 In case of discharge of the contract by the supplier due to reasons on the part of the customer, the supplier is entitled to charge the customer a conventional fine for his obligation breach, being connected with discharge of the contract, in an amount of 20 % of the delivery price. This conventional fine shall cover compensation of losses.
9.4 Any discharge of the contract shall be made in writing by means of a registered letter. In case of any doubt it is to be supposed that such a notice of discharge of the contract has been received on the third day after its sending.
10.2 The Supplier undertakes to observe all applicable regulations in the sphere of environmental protection and work safety and to avoid any endangering the environment and safety of persons.
11.2 Any changes of contractual conditions require a written consent of both parties. Any legal act in a written form can be made also by fax. Unless upon the recipient’s request such a fax is confirmed in writing by a letter received at latest within 5 days from sending off the fax, it is to be supposed that no legal act has been made.
11.3 For relationships solved neither by a contract nor these GCTGP, related particular provisions of the Commercial Code and the Civil Code are in force accordingly.
11.4 All disputes caused by the contract and in connection with it, that failed to be eliminated by amicable negotiations between both parties, shall be arbitrated through the customer’s territorial jurisdiction, except for any disputes arising from international contracts of purchase that shall be arbitrated definitely by the Court of Arbitration at the Economic and Agrarian Chamber of the Czech Republic according to its Standing Order by one arbiter. The arbitral procedure shall take place only on basis of written documents without oral proceedings.
11.5 These GCTGP enter into force as from 15th of August, 2011.
1. Definitions
1.1 The „Contract“ means the contract of purchase or the contract for work according to the Commercial Code or to some foreign legal order being explicitly agreed for the given business transaction.1.2 The „Customer“ means the company PAPCEL, a.s., which is in the position of the buyer in case of a contract of purchase or of the order party in case of a contract for work.
1.3 The „Supplier“ means the seller in case of a contract of purchase and the maker in case of a contract for work.
1.4 The „Consumer“ means the third party, who as the order party concluded a contract for work with the Customer or as the buyer in case of a contract of purchase.
1.5 The „Goods“ mean things, material, products, assembly, manufacturing of things, maintenance, repair, modification of things or another materially expressed activity goal.
1.6 The „Inspection“ means the activity focused on detecting of existing state being used by the customer in order to verify proper performance during and after manufacturing processes.
1.7 The „Test“ means the test carried out according to legal regulations or to a contract in order to verify quality and functionality of goods, correctness of technological procedures, technical documents, specifications and used materials.
2. Plans and Supporting Documents
2.1 Catalogues, brochures, offers, notices, pictures and price lists and data of weights, dimensions, capacities, prices, performances etc., contained herein, are binding only if they are explicitly stated in the given contract.2.2 Plans and technical supporting documents, which have been handed to the supplier by the customer before or after signature of the contract and which may be used for production of goods or particular parts, remain in explicit possession of the customer. Without his permission they must not be used, copied, multiplied, handed or let known to some third party by the supplier. In case of failing this obligation the supplier shall be obliged to pay a penal clause amounting to CZK 100,000.00 for each individual violation case. Besides this penal clause the customer shall be entitled to ask also for compensatory damages.
2.3 The supplier is obliged to hand the customer the following documents with goods delivery (according to kinds of the goods):
- Declaration of Origin of delivered goods
- Conformity Declaration or CE Certificate
- other certificates (e.g. GOST), if required in the contract
- safety certificates
- testimonials
- declarations of fulfilment of conditions for package market introduction in compliance with the Code No. 477/201 Coll.
- accompanying technical documents
- drawing documentation
- operating manuals
- supporting project documents
- necessary documents for customs procedures
- and everything in required language and form.
3. Price, Packing
3.1 Price means the price under the DAP delivery terms customer’s seat according to INCOTERMS 2010, unless other otherwise stated in a contract.3.2 The supplier is obliged to pack up the goods to be delivered and to secure them for transport purposes as to the given article. It shall be done in a way which minimizes negative environmental impacts with as much as possible security and preservation of the goods during transport. Large bulky packages must be marked with corresponding lashing points.
3.3 The packing material price, except for return containers, shall be included in the goods price.
3.4 The goods, which are being delivered for weight prices, shall be invoiced according to the actual weight, i.e. in case of delivery in net weight.
3.5 If the place of customer’s business is not the place of delivery, the supplier is obliged, upon customer’s request and on his account, to secure the goods transport from the place of performance to the place determined by the customer. The price of secured transport in such a way shall be agreed by the customer before the goods shipment.
4. Checks and Tests
4.1 If the customer’s right to check is agreed, the customer is obliged to notify the check date to the supplier in writing at least one working day in advance.4.2 The supplier shall inform the customer on the tests that the customer should take part in according to a contract, at the latest 3 days before the tests.
4.3 The practice of the given industry branch is to be held for relevant for these tests.
4.4 The customer has also the right to carry out quality checks of the goods delivered. If these checks have proved that the goods do not comply with the given contract, the supplier shall remove the given deficiency immediately on his own account.
4.5 If these checks have proved that the goods do not comply with the given contract, the supplier shall pay all the costs occurred on the part of the customer. Afterwards, upon the customer’s request, these checks must be repeated.
4.6 The costs of the agreed and repeated checks, inclusive testing, shall be always carried by the supplier.
5. Delivery Terms
5.1 Fulfilment of the delivery means the moment of performance in compliance with the agreed delivery clause. In case of a contract for work it shall be the moment of the Completion Certificate signature by both contractual parties.5.2 Integral parts of goods delivery are as follows:
- Documents (see art. 2.3) concerning the performance subject. If these documents are missing, this delivery is considered as not properly and on time fulfilled.
- Services connected with this delivery (assembly, commissioning, training of attendants), if stated in a contract.
- Lists of recommended spare parts, if stated in a contract.
5.4 Partial performance is allowed upon the customer’s written consent only.
5.5 If the supplier is in default in the goods delivery, the customer is entitled to charge a conventional fine amounting to 0.05 % of the price of not delivered articles for each delayed day (however not more than 10 % of the total price). Beside this conventional fine the customer is entitled to ask for compensation of losses incurred which may be higher than this conventional fine.
5.6 Before the in the contract agreed delivery date the supplier is entitled to performance the customer’s consent only. Maturity of the invoice in that case shall be the same as if the delivery had been made according to the originally arranged schedule.
6. Terms of Payment
6.1 The goods price shall be settled after delivery fulfilment.6.2 The price can be paid on the supplier’s account upon the invoice issued by the supplier earliest on the day of delivery fulfilment. Maturity of the invoice shall be within 60 days after its issue.
6.3 Every invoice shall comply with requirements for tax documents according to the Code No. 235/2004 Coll., as amended. Furthermore, the invoice shall contain following: a contract number according to the customer’s accounting, a subject number according to the Standard Production Classification and a maturity date. Unless the contract number according to the customer’s accounting is stated in the invoice, a copy of the related receipted purchase order is to be attached to the invoice. If the price is composed of several items, the supplier is obliged to carry out proper accounting of all particular items. The customer is entitled to return such an invoice, which does not contain the obligatory requirements according to art. 6.3, or which contains incorrect data, without payment and within 30 days from its receiving. The supplier is obliged either to correct the invoice or to issue a new one. The maturity period shall start again as from the date of receiving of the corrected or newly issued invoice. Interests on a late invoice payment shall be 0.05 % of the outstanding amount for each delayed day.
6.4 The payment means transfer of a money amount to be settled from the customer’s bank account to the credit of the supplier's account, as stated in the invoice.
6.5 The advance payments, settled by the customer, shall be charged for the goods price. The supplier must not take them for compensation money or set them off against some other customer’s claims.
6.6 The customer is entitled to ask for bank guarantees or other equivalent collateral securities from the supplier and on his account, namely in such cases, when the customer has obliged himself to provide the supplier financial performance before the agreed date of delivery.
The supplier shall be obliged to present the required guarantee tool within 10 days after the reception of the customer’s request. Should the supplier not provide the by the customer required guarantee properly and on time, it is considered that any customer’s obligation of advance financial performance has not arisen at all and the supplier is entitled to ask for payment of the subject of the performance first after delivery fulfilment.
7. Warranties
7.1 The supplier provides his warranty on goods for 24 months, unless otherwise stated in the contract.7.2 Repairs during the warranty period shall be carried out by the supplier on his own account also abroad.
7.3 Unless otherwise stated, the warranty period starts as from the goods delivery day. If the contract stipulates also the goods delivery by the supplier, the warranty period starts as from receipt of the goods by the customer. If the supplier is obliged to actuate the delivery items, the warranty period starts as from the day of successful commissioning. The warranty period does not run during the time of impossibility using the goods by the customer because of defects for which the supplier is responsible.
7.4 In cases of operational security jeopardy, which the supplier shall be immediately informed about, or if the supplier is in delay with removing of the given defects, the customer is entitled to remove the defects himself and to ask for the costs compensation from the supplier accordingly.
7.5 The same warranty terms and conditions shall be in force for spare parts or repaired parts as for the original delivery objects according to the rule that the warranty period for the renewed or repaired parts must be, from the moment of defect remedy, still at least a half of the warranty period as stated in art. 7.1. For other parts of goods the warranty period shall be prolonged for the time of proper usage impossibility resulting from the given defect.
7.6 The customer is obliged to announce all defects to the supplier after their finding in writing and without undue delay, at latest till the end of warranty period.
7.7 Furthermore, the supplier is, in case of defect occurrence within the warranty period, obliged to provide the customer (or the final user) appropriate cooperation, especially technical assistance and service support in a form of written, e-mail or phone communication focused on defect remedy. The other rights, ensuing from the warranty, remain hereby untouched.
7.8 The supplier is obliged to compensate the customer all direct and indirect losses resulting from goods defects. Sanctions and compensations that may have been enforced by the final user against the customer are also to be taken for such losses.
8. Unavoidable Circumstances
8.1 Parties’ responsibility for partial or entire neglecting of contractual duties shall be excluded provided it is caused by force majeure. Force majeure is every unforeseen or unavoidable event, which arise independently on contractual parties’ will and control and which is disabling partial or entirely fulfilment of duties of either contractual party during a certain period of time. For force majeure we can take such events that may happen after signature of the contract and that cannot be prevented by the concerned contractual party. If the force majeure event is taking effect during a period of time which is not longer than 90 calendar days, both parties are obliged to fulfill their duties arising from this contract as soon as the effects of the force majeure vanish. Delays of deliveries from subcontractors, lock-outs and illegal strikes cannot be taken for any force majeure event.8.2 The contractual party at which force majeure circumstances occur shall be obliged to inform immediately the other party about this situation in writing by means of a registered letter at latest within 10 days after its occurrence. Failing in this deadline shall induce expiration of the right to refer to this force majeure event.
9. Discharge of Contract
9.1 Discharge of the contract can be made only in cases as stated in the contract or in these General Commercial Terms.9.2 The customer has the right of discharge of the contract, if the supplier is delayed in goods delivery within the period of time longer than 4 weeks. Furthermore, the customer has the right on discharge of the contract, if he pays compensation money in an amount of 5 % of the goods price.
9.3 In case of discharge of the contract by the supplier due to reasons on the part of the customer, the supplier is entitled to charge the customer a conventional fine for his obligation breach, being connected with discharge of the contract, in an amount of 20 % of the delivery price. This conventional fine shall cover compensation of losses.
9.4 Any discharge of the contract shall be made in writing by means of a registered letter. In case of any doubt it is to be supposed that such a notice of discharge of the contract has been received on the third day after its sending.
10. Supplementary Provisions
10.1 If in connection with the performance some ecological, safety or sanitary risks may occur, or if for usage of the goods or their parts some special regulations are in force being specified in generally binding rules of law, the supplier is obliged to draw the customer’s attention about those facts. In case of any breach of this duty the supplier is obliged to cover all damages occurred on the part of the customer.10.2 The Supplier undertakes to observe all applicable regulations in the sphere of environmental protection and work safety and to avoid any endangering the environment and safety of persons.
11. Final provisions
11.1 Different agreements of a concluded contract have priority to the stipulations of its appendixes and to any inconsistent clauses of these General Commercial Terms. Different provisions of the contract appendixes have priority to any inconsistent clauses of these General Commercial Terms.11.2 Any changes of contractual conditions require a written consent of both parties. Any legal act in a written form can be made also by fax. Unless upon the recipient’s request such a fax is confirmed in writing by a letter received at latest within 5 days from sending off the fax, it is to be supposed that no legal act has been made.
11.3 For relationships solved neither by a contract nor these GCTGP, related particular provisions of the Commercial Code and the Civil Code are in force accordingly.
11.4 All disputes caused by the contract and in connection with it, that failed to be eliminated by amicable negotiations between both parties, shall be arbitrated through the customer’s territorial jurisdiction, except for any disputes arising from international contracts of purchase that shall be arbitrated definitely by the Court of Arbitration at the Economic and Agrarian Chamber of the Czech Republic according to its Standing Order by one arbiter. The arbitral procedure shall take place only on basis of written documents without oral proceedings.
11.5 These GCTGP enter into force as from 15th of August, 2011.