Business Terms of
SALTEN s.r.o., a company with its registered office at Netovická 353, Slaný, in the district of Kladno, Postcode 27401, IČO: 26448394, registered in the Commercial Register under file reference C 82917
(Version 001, with effect from 1 September 2016)
(PDF file for download here)
I. Introductory Provisions
- These Business Terms (the “Terms and Conditions“) are terms and conditions within the meaning of Section 1751 of Act No 89/2012 Coll., of the Civil Code (the “Civil Code”). Unless stipulated otherwise in the contract, these Terms and Conditions govern the legal relationship formed between the party ordering goods, works or services (the “Client“) and SALTEN, s.r.o., as the supplier of goods, works or services (the “Supplier“) regardless of the type of contract concluded between them (the “Contract’). Specification of the goods to be delivered, the work to be performed or services to be provided (the “Supply“) is defined by the contract.
- The Contract takes precedence over the Terms and Conditions. In the event that the parties agree to the application of the ORGALIME 2012 general business conditions for the supply of mechanical, electrical and electronic products or other terms developed by professional or interest organisations, these Terms and Conditions take precedence over the ORGALIME 2012 terms and over such terms developed by professional or interest organisations.
- In event of conflict between these Terms and Conditions and business terms and conditions of the Client, these Terms and Conditions prevail.
II. Price, Payment Conditions and Set off
- The price is stipulated by agreement and is given without value added tax (“VAT”). The price does not include transportation, postage, packing charges etc.
- If the Supplier agrees to install, to assemble or to commission the Supply, the Client is obliged to pay to the Supplier, in addition to the agreed price, any other costs reasonably incurred in connection with the installation, assembly or commissioning. This includes particularly the costs of travel, accommodation and board for the Supplier’s employees
- The Client is obliged to pay the price to the Supplier following completion of delivery and based on invoices issued by the Supplier. The full price must be paid to the bank account of the Supplier without any deduction and no amounts may be unilaterally reduced or withheld. The obligation of the Client is discharged when the amount in question has credited to the Supplier’s account.
- If an advance payment is provided, Section 1808 (2) of the Civil Code shall not apply. If an advance payment is agreed in the form of payment of part of the purchase price subject to further conditions defined in the Contract, such advance payment shall be payable no later than upon the resolution of a competent insolvency court on the bankruptcy of the Client.
- The Client is entitled to unilaterally set off liabilities which are due, enforceable, and neither time barred nor disputed between the parties, provided that the offset has been approved in writing by the Supplier. The Supplier is entitled to unilaterally set off any liabilities that fall due. The Client is not entitled to assign any claim against the Supplier to a third party without the prior written consent of the Supplier.
- If the price is agreed in a foreign currency and if an exchange rate loss arises as a result of default on the part of Client with its payment so that the amount paid (when converted to CZK using the exchange rate announced by the Czech National Bank between CZK and relevant foreign currency on the day of payment) is lower in CZK than the amount due (when converted to CZK using the exchange rate between CZK and relevant foreign currency on the due date for payment of the relevant invoice), the Client is obliged to pay such exchange rate loss upon a written notice issued by the Supplier.
- If the Client is in default with payment of an invoiced amount, the Client is obliged to pay the Supplier default interest at the rate of 0.05 % of total amount due (including VAT) for each day of default. The right of the Supplier to damages in the full amount is not affected by this clause. The provisions of section § 1805 (2) of the Civil Code shall not apply.
III. Handover and Acceptance of Supply
- The Client is obliged to accept duly completed Supply (duly completed supply means also functional supply work with small defects that as such or in connection with other small defects do not prevent the use of the Supply for the purpose stipulated in the contract or for the usual purpose regarding the nature of the Supply). If the Client is in default with taking delivery of the Supply, the Supplier is entitled to require from the Client payment of all costs incurred in connection with the default of the Client. the Supplier is entitled to ask the Client to cover all costs incurred in connection with the delay and for a contractual penalty of 0.05% daily of the price of the Supply that has not been accepted.
- The Supplier shall fulfil its obligation to supply upon its delivery to the Client at the agreed place in the agreed time, even if; (i,) the Client fails to accept delivery, or (ii) the Client unjustifiably rejects the Supply, or (iii.) the Client unjustifiably refuses to confirm the handover protocol. In such cases the Supplier is not obliged to attach the handover protocol to its invoice, even if such obligation was agreed by the parties in the Contract; Instead, it is sufficient for the Supplier to attach to the invoice a written declaration by the Supplier setting out the relevant facts referred to in the first sentence of this clause.
- Unless agreed otherwise, when taking over the Supply, the Client is obliged to inspect it. If this is not possible (except where this is due to reasons on the part of the Client), the Client is obliged to arrange to inspect the Supply as soon as possible following its delivery. Regardless of whether the Client has inspected the Supply, the Client shall only be entitled to claim for defects which the Client could have detected with a timely and sufficiently careful inspection in the seven days immediately following the acceptance of the order or its delivery pursuant to clause 2 of this article and according to the procedure set out in Article VII of these Terms and Conditions.
- The Supplier is entitled to deliver the Supply in several partial supplies. The Client is obliged to pay an appropriate partial amount of the price after delivery of such a partial supply.
- Unless otherwise expressly stated in the Contract, the Supplier is entitled to deliver the Supply through its selected subcontractors.
IV. Time of Delivery
- Completion of the Supply in due time is conditional on the provision of necessary assistance by the Client and compliance with the other obligations of the Client (e.g. Obtaining official permits, provision of technical documentations of the provision of security). The Client is expressly obliged to deliver all necessary drawing documentation to the Supplier in DXS electronic format. In the event that the Client does not provide necessary assistance or fails to comply with its other obligations, the time for delivery shall be extended by the period of time of the Client´s delay.
- The performance of the Supplier is also conditional on the Client not being in default with any payment due to the Supplier based on any other contractual relationship concluded between the Supplier and the Client. During the period of any such default, the Supplier will be deemed not to be in default with delivery of the Supply in question and the agreed time will be extended proportionally by a time corresponding at least to the aforementioned default of the Client.
- If an advance payment has been agreed, the Supplier is not obliged to perform deliveries of the Supply before such payment is affected.
- If the Supply is not completed within the agreed time as a result of force majeure the deadline for completion of the delivery of supply will be extended by the period of time necessary for the removal of the obstacles created by the force majeure. Force majeure is an obstacle that prevents the obliged party from performing its obligations and; (i.) which has arisen beyond its control and (ii.) which, or the consequences of which, the obliged party cannot reasonably be expected to avert or overcome, and (iii.) which did not arise during a period in which the obliged party was in default in fulfilment of its obligations, and (iv.) which has not arisen as a result of the obliged party’s financial situation. Force Majeure includes in particular natural disasters (e.g. floods, storms, unusual heat, unusual cold, unusual drought, tornados, blizzards, tropical storms, hurricanes, hail, landslides, volcanic eruptions and their aftermath, sink holes, avalanches, earthquakes and their aftermath, unusual solar eruptions, the impact of cosmic bodies, etc.), wars, strikes, lockouts, the delay or denial of official permits (especially export permits from the competent authority in the country of the manufacturer), which are necessary for the delivery and provided the obliged party has applied for such permit in a timely and proper manner.
- In the event of failure to complete deliveries within the agreed time caused by the Supplier, the Client is entitled to a contractual penalty if such a penalty has been agreed between the Parties. The Client is entitled to demand interest on late payments and damages resulting from the delay up to a maximum of 5% of the price of the delayed supply (excluding VAT).
- If the Supplier becomes aware of anticipated delays in delivery, it is obliged to inform the Client. If the Supplier does not provide such notice, the Client is entitled to require the Supplier to cover the costs which it incurs and which could have been avoided if the notice had been received.
- If the completion of Supply is delayed due to the actions of the Client or if the Client cancels part of the order, the Supplier is entitled to charge the Client for related costs including storage costs, scrapping, transport and other costs associated with the interruption of the work.
- The Supplier is entitled to complete the Supply even before the agreed date of performance. Such performance shall be considered as proper and the Client is obliged to accept delivery.
- The Supplier is entitled to suspend performance under the Contract if it is clear from the circumstances that the Client will not fulfil its obligations. If the Supplier does this, it is obliged to immediately inform the Client.
- If the Client is in arrears in payment of the purchase price, costs pursuant to Art. IV, clause. 7 of these terms or other debt owed to the Supplier, the Supplier is entitled to exercise a lien on the Client’s movable things, which the Supplier can retain until all the debs have been fully paid.
V. Passing of Ownership and Risk of Damage to Goods
- The Client acquires ownership of the Supply on payment in full of the agreed purchase price. The Client will provide the Supplier with cooperation in taking all necessary measures to protect the Supplier’s property rights in the Supply. Reservation of ownership does not affect the transfer of risk.
- Unless otherwise agreed, the delivery of goods is ex-factory EXW within the meaning of the Incoterms rules.
- Risk of damage to the Supply passes to the Client as follows:
- In the case of Supply which does not require installation or assembly on the Client’s site, upon delivery (or the partial supply) to the Client or when dispatched or handed over to the carrier,
- In the case of Supply which requires installation or assembly, at the moment of completion and delivery of the Supply (or a partial supply), or if a trial run has been agreed, after successful completion of the trial run. If a trial run has been agreed, it must be commenced without undue delay following the installation or mounting and according to any agreed schedule. If the trial run is not started within the five-day period following installation or assembly and unless agreed otherwise, the risk of damage to the Supply passes to the Client at the end of that five-day period.
- If for reasons on the part of the Client; there is delay in the receipt of the supply, or delay in its dispatch or handover to the carrier, or delay in the commencement or completion of the installation, assembly or trial run, the risk of damage to the supply shall pass to the Client on the first day of such delay. This applies also in case of delivery pursuant to Article III, clause. 2 of these Terms and Conditions
- The Client shall assume the risk of changes of circumstances within the meaning of Sections 1764 to 1766 of the Civil Code.
VI. Intellectual Property Rights
- All drawings and technical documents related to the Supply that the Supplier gives the Client, whether before or after the conclusion of the Contract remain the property of the Supplier.
- The Supplier’s drawings, technical documents or other technical information must not be used without its consent for any purpose other than that for which they were provided. Without the consent of the Supplier, drawings, technical documentation and other technical information provided by the Supplier must not be used or copied, reproduced, transmitted or communicated to any third party.
- In the event the Client breaches Article. VI, clauses. 1 and 2 above of these Terms and Conditions, the Supplier is entitled a contractual penalty from the Client in the amount of 1,000,000, - CZK for each infringement. As infringement for the purposes of this clause means each individual breach of duty; one drawing, one single technical documentation or one piece of technical information.
VII. Liability for Defects, Damage and Compensation
- The Supplier is liable only for defects which appear under the conditions of operation specified in the Contract and during proper use of the Supply.
- The Supplier is not liable for defects caused by materials provided by the Client, design specified by the Client or the Client’s instructions. In addition, the Supplier is not liable for defects caused by circumstances that arise after the risk of damage to the supply has passed to the customer, and especially not for defects caused by; improper use, incorrect installation, maintenance or repair or alteration of the Supply made without the consent of the Supplier. The Supplier is also not responsible for normal wear and tear or gradual deterioration.
- The Client is obliged to claim from the Supplier without undue delay for defects that are capable of being ascertained with sufficient care. The Client is entitled to claim from the Supplier for hidden defects that could not be detected on an early adequately careful inspection, according to Art. III, clause. 3 no later than one year from the handover of the Supply.
- Claims for defects by the Client must be in writing and must contain a description of the defect and of the circumstances of the moment at which the defect was discovered.
- If the Client fails to notify the Supplier of a defect in writing, describing the defects and within the deadlines specified in these Terms and Conditions, any right of the Client to claim for that defect will expire.
- After duly claiming for a defect, the Client will take reasonable measures to minimise damage and will follow the Supplier’s instructions.
- The Supplier will rectify duly claimed defects without undue delay. The time of rectification will be chosen so that it does not unnecessarily disrupt the business of the Client. Unless the Supplier specifies otherwise, rectification of the defect will occur at the place in which the supplied item is located.
- At the request of the Supplier, the Client is obliged to allow access to the Supply and further to allow access to equipment other than the Supply to the extent necessary to rectify defects.
- In the event that the Supplier receives a written claim from the Client for a defect but no defect is detected, the Supplier is entitled to be reimbursed by the Client for expenses incurred by it arising from the irregular defect claim.
- Without the written consent of the Supplier, the Client is not entitled to; remedy the defect itself; remedy the defect through a third party; or reduce the purchase price.
- If the Parties have negotiated in the Contract a guarantee of quality, this fully replaces the statutory responsibility of the Supplier for defects. The provisions of that article shall remain unaffected and applied mutatis mutandis to the guarantee. After the expiry of the warranty period the Supplier will not liable for defects.
- The total extent of the obligation of the Supplier to pay compensation for the Client or third party property or non-pecuniary damage (damage) that is incurred by the Client or a third party in connection with the fulfilment of the Contract or breach of legislation is limited to 10% of the total contract price under the relevant contract (without VAT) and for any damage event as a whole. Only the actual damage is compensated. Loss of profit, non-pecuniary damage, bodily injury, indirect or consequential damages or other types of damages are not recoverable. The Supplier is expressly not liable for environmental damage resulting from the use of the Supply. In addition, the Supplier is not liable for damage incurred as a result of the circumstances referred to in Art. VII, clause. 2 of these Terms and Conditions. Any damages that are compensated will be compensated primarily by the payment of money. Any contractual fines or other penalties paid by the Supplier to the Client will be deemed as full compensation for damages. The limitation agreed above does not apply to damages caused intentionally. The limitation period for claiming compensation for damage is one year. Agreed compensation also applies to damage caused by a defective product
- If the Supplier ceases to have an obligation to deliver Supply due to the fact that performance is impossible, the Supplier is required to reimburse the Client for the damage it sustained only if the impossibility of performance was the fault of the Supplier. For the extent of compensation for that damage clause 12 applies mutatis mutandis to this clause.
- In the event that performance of the Contract is or will be used to fulfil the obligations of the Client to a third party (a third party relative to the Supplier) and the Client will not be final or sole user of the Supply or parts thereof, the client is contractually obliged to ensure that restrictions are placed on the Suppliers’ liability to the third party to the same extent as responsibility of the Supplier to the Client is limited by these terms. In the event that the such a limitation of liability is not validly incorporated as part of the relationship between the Client and the third party, the Client is obliged to compensate the Supplier to the extent of the difference between any damages actually paid to the third party and the damages that would have been paid had the above limitations of liability been applicable. The Client is obliged to indemnify the Supplier, defend it and ensure it is not damaged
- Notwithstanding any other agreement to the contrary, the Client will bear all costs associated with the installation of the supply at sea, on-board ships and oil rigs. These costs include all costs of accommodation and transportation at sea, the cost of using heavy air and submarine technology necessary to install the supply. The Client will also bear the cost of using submarine, air and maritime technologies necessary to eliminate defects or make repairs under warranty.
VIII. Termination of the Contract
- Parties to the Contract may withdraw from the Contract only in cases of material breach of the Contract or in cases expressly provided for in the Contract or in these Terms and Conditions or in cases explicitly provided for in legal regulations. The withdrawal from the contract is effective on the day it is served in written form to the other contracting party.
- Material breach of the contract means:
a) Default of the Supplier with delivery of the Supply which is caused by the Supplier and which exceeds 30 days. After this period, the Client shall immediately inform the Supplier if it insists on the delivery of the supply. If the Client insists on its performance, it may withdraw from the contract only after the lapse of 30 days after receipt of the notification in question by the Supplier,
b) Default of the Client in payment of an invoiced amount which is longer than 30 days,
c) Default of the Client in making an advance payment which is longer than five days,
d) Non-cooperation on the part of the Client and subsequent impossibility of performance by the Supplier caused by the Client and with a duration in excess of 30 days,
e) Unauthorized use by the Client of the results of the Supplier’s intellectual property
f) Breach of obligations contained in the Article XI of these Terms and Conditions.
- A Party to the Contract is entitled to withdraw from the Contract with the effect from the date of delivery of a written notice containing an expression of the will of the other Party to withdraw from the Contract, and also in the event that:
a) A competent insolvency court issues a decision on the bankruptcy of the other Party to the Contract, or
b) A competent insolvency court rejects an insolvency petition on the basis that the other Party has insufficient assets, or
c) The other Party to the Contract ceases to make payments, or
d) The other Party petitions the insolvency court to issue a decision on its own bankruptcy,
e) Enforcement of a judgement or execution of property of the other party to the Contract has been conducted to no avail.
- Parties to the Contract are also entitled to withdraw from the Contract in the event that force majeure prevents fulfilment of delivery of the supply for a period exceeding three months.
- The Supplier is also entitled to withdraw from the contract when the Client is in default in the fulfilment of its financial obligations by more than 30 days, regardless of whether those financial obligations result from this or another contract.
- On withdrawal from the Contract all liabilities arising since the beginning of the contract will be cancelled. If part of the Contract has been fulfilled, then withdrawal is possible only from the part of the Contract that has not yet been fulfilled
- Within five days following the termination of the Contract, the Client is obliged to return to the Supplier any fulfilment the Supplier has provided pursuant to the terminated contract of any part thereof.
- In the event that the Contract is terminated by or as a result of the actions of the Client, the Supplier is entitled to charge the Client related costs, including storage costs, scrapping, and costs related to transport and the interruption of work. The Supplier is entitled to exercise a lien against the movable things of the Client (including material supplied by the Client), which may be retained until payment of such costs is made by the Client
IX. Confidentiality and Protection of Personal Data
- "Confidential Information" means any information or data related to the Supplier, its client or the Supply, which could have a confidential character, in particular but not limited to information or data denoted by the Party which provides the information as "confidential" or similarly described, and in particular, any commercial or technical information and data that the Supplier discloses to the Client which relates to the purpose for which the fulfilment the contractual relationship in question was concluded, whether written, electronic or oral.
- The Client is not entitled without the prior written consent of the Supplier to communicate confidential information to a third party or to enable access to it in any way, even partially. The Client is entitled to use documents, data and information relating to confidential information that they receive only for the purposes specified by this contractual relationship. The provision of information in the following circumstances does not constitute a breach of the obligation to maintain confidentiality; (i.) when performing obligations under the law or (ii.) the provision of information to a court or arbitral tribunal when asserting any claims or rights under the contractual relationship or (iii.) the provision of information, documents and data to persons or entities which together with the Party constitute a group (holding), or (iv.) the provision of information, documents and data to consultants and other persons participating in the fulfilment of the contractual relationship or activities associated with that contractual relationship, who are legally or contractually bound by the obligation of confidentiality. The Client is not entitled to release any person from the obligation of confidentiality in connection with this contractual relationship. The Client undertakes to ensure that such persons are familiar with the duties of confidentiality and are bound to comply with them to the same extent as the Parties to the contract. The obligation to maintain confidentiality does not apply to:
- Information that is publicly known at the time when the Contract is concluded, or which is subsequently published otherwise than by breach of the obligation to maintain the confidentiality of the Client according to this Article,
- Information that the Client is required to disclose pursuant to the law or to a decision of a public authority authorized to do so under the law,
- Information that the Client demonstrably had in its possession at the time when the Supplier entered into the contract, with the exception of information which was communicated to that Party as part of the process of concluding the contractual relationship,
- information that is or will be communicated to the Client by a third party without a requirement to restrict its use or regarding its confidentiality.
- The obligation of the Client to maintain confidentiality survives even after the termination of the contractual relationship. In the event of a breach of the duties imposed by this Article 9 the Client is obliged to pay a contractual penalty of CZK 500,000 for each such violation. The Supplier's claim for damages in the full amount is not affected.
- The Client agrees that the Supplier can process, gather and store the Client’s personal data mentioned in the contract and other personal data necessary for providing the services arising from the contract. These personal data will be processed and stored by the Supplier in the Supplier’s internal register for the purposes of meeting its obligations under the Contract and for evidential purposes.
- The Client grants its consent under clause 4 of this Article for the duration of the contractual relationship arising from the Contract and for the period of further five (5) years following fulfilment of all rights and duties of the Client arising from the Contract.
X. Compliance with Regulations on Export Control
- The Supplier is not obliged to fulfil its obligations under this contract if such fulfilment is affected by any impediments arising out of national or international regulations related to international trade law, or resulting from embargoes or other sanctions, including, but not limited to, embargoes or other sanctions imposed by the United Nations, the European Union or the United States of America which, in the sole discretion of the Supplier, may expose the supplier or any of its affiliates to sanctions, penalties or other actions of governmental authorities detrimental to the Supplier or any of its affiliates.
- If the Client transfers to any third party goods, works, or services that have been provided by the Supplier, the Client is obliged to comply with all applicable national and international regulations related to export controls and re-export. In every case, the Client must comply with Czech, EU- and US export control and re-export control regulations when transferring such goods, works and services.
- Prior to any transfer of goods, works or services provided by the Supplier to a third party, the Client shall in particular check and ensure using appropriate measures that:
- there will be no infringement of any embargo imposed by the European Union, by the United States of America and/or by the United Nations by such transfer, by brokering of contracts concerning those goods, works and services or by provision of other financial resources in connection with those goods, works and services, also taking into account restrictions on internal trade and prohibitions against circumventions of such embargoes;
- Such goods, works and services are not intended for use in connection with armaments, nuclear technology or weapons under the conditions and to the extent that such use is subject to prohibition or permission, unless such permission has been given;
- the regulations of all applicable lists of banned entities of the European Union and the United States of America relating to transactions with entities, persons and organizations listed therein are considered.
- If required to enable the authorities or the Supplier to conduct export control inspection, the Client will, upon request by the Supplier, promptly provide the Supplier will all information pertaining to the particular end customer, the particular place of destination and the intended use of goods, works and services provided by the Supplier, as well as all existing export restrictions.
- The Client shall indemnify and hold harmless the Supplier from and against any claims, proceedings, actions, fines, losses, costs expenses or damages arising out of or relating to any noncompliance with export control regulations by the Client and the Client shall compensate the Supplier for all losses and expenses resulting therefrom.
- The Client shall be obliged to notify the Supplier in writing of any potential re-export of the goods to their country of origin prior to such re-export
- If the Supply consists of goods of dual use according to Act No 594/2004 Coll., the Client shall not be entitled to transfer the ownership title to the goods to any third party without the prior written consent of the Supplier.
XI. Compliance with Legal Regulations
- The Parties undertake to comply with legal requirements including in the fight against corruption, protection of competition, the fight against money laundering and other requirements of criminal or administrative law.
- The Parties undertake not to tolerate any form of corruption or bribery and not to lend themselves to it in any way, including an obligation not to tolerate any illegal offers of payment or other similar performance to public officials (people working in public authorities or in other entities controlled by public authorities) with a view to making such people influence official power or provide an unfair advantage in connection with business of the Party.
XII. Final Provisions
- When or if any provision of the Contract or these Terms and Conditions becomes invalid, unenforceable, or ostensibly ineffective, this does not affect the validity, enforceability or effectiveness of the remaining provisions of the Contract or these Terms and Conditions. In such a case, the Parties are obliged to make every effort to conclude a written amendment to the contract to replace the invalid, unenforceable or ineffective provision with a new provision that will correspond as closely as possible to the originally intended purpose. The right to claim the cancellation of obligations pursuant to section 2000 of the Civil Code is excluded.
- Within the meaning of these Terms and Conditions a document in writing (written form) shall mean a document produced either (a) in printed form and sent to the other party to the address of the party specified in the Contract (i) by registered mail or courier service or in any other manner allowing the sender to receive confirmation of delivery or (ii) by facsimile to the fax number of party stated in the Contract with confirmation of delivery, or (b) in an electronic form and sent by e-mail with a certified electronic signature or electronic sign.
- A document is deemed to be delivered on the third working day following the dispatch by any manner described above in the previous paragraph to the appropriate address, even if receipt of the document by the addressee is assumed.
- The legal relationship between the parties is governed by the law of the Czech Republic excluding application of the UN Convention on Contracts for the International Sale of Goods. If the Contract or these Terms and Conditions do not provide otherwise, the rights and obligations of the Parties pursuant to the Civil Code apply.
- The following provisions of the Civil Code are excluded:
a. Section 1726, pursuant to which the parties can be deemed to have entered into a contract, even though in fact they failed to stipulate an element required to be stipulated in a contract; the expression of their will is considered to constitute a concluded contract where it can be reasonably expected that, in particular with regard to their subsequent conduct, the parties would have concluded the contract even without stipulating that element;
b. Section 1728, according to which any person may conduct negotiation of a contract freely and is not liable for the failure to conclude it, unless he or she commences or continues the negotiation of a contract without the intention of concluding it; and also that the contracting parties are required to disclose all the factual and legal circumstances of which they know or must know, so that each of the parties can verify the possibility of concluding a valid contract
c. Section 1729, according to which a party who acts unfairly shall compensate the other party for the damage, but only to an extent not exceeding the loss from failing to conclude a contract in similar cases.
d. Section 1740, paragraph. 3, according to which a response with an addendum or a variation which does not substantially alter the terms of an offer constitutes an acceptance of the offer unless the offeror rejects such an acceptance without undue delay;
e. Section 1744, according to which, having regard to the contents of an offer or the practice established between the parties, or custom, an offeree may accept an offer by acting in accordance with it, and in particular if it provides or accepts performance.
f. Section 1751 paragraph. 2, pursuant to which a contract is valid to the extent that, in the case of conflict, is does not contradict any standard commercial terms;
g. Section 1757 paragraphs. 2 and 3, according to which a contract is deemed to have been concluded even if acceptance of the offer contains non-substantial deviations from the content of the offer;
h Sections 1798-1800, which relate to so called ‘Adhesion Contracts’ and which invalidate clauses related to the conditions of the contact outside the contract itself unless the weaker party was made explicitly aware of them; or if the clauses are difficult to read or understand; or if their importance was not adequately explained to the weaker party; or clauses that are especially disadvantageous for the weaker party without good reason;
i, Section 1950, according to which, when repeated transactions take place on same legal basis, it is deemed that those who submit receipts related to later performance are deemed also to have fulfilled performance that was due earlier;
j Section 1995 paragraph. 2, which provides that a debt is discharged when a creditor issues a discharge or returns a debt instrument to a debtor even if the debtor has not in fact discharged the debt.
The Parties expressly affirm that this agreement is concluded by them as entrepreneurs in the course of business. Neither Party in in a positon of weakness relative to the another
- If any disputes arise from or in connection with the Contract, the Parties will first attempt to resolve them by attempting to reach an agreement. If such agreement is not reached, the dispute will be resolved by a court in the jurisdiction of the registered office of the Supplier.
- These Terms and Conditions, together with the document to which they are attached or by means of which the Client is made aware of them, and the annexes to any such document, form the entire agreement and supersede any previous agreements between the Parties related to the subject hereof. The Parties agree that other than as specified in this contract, no rights or obligations inferred from existing or future practice established between the Parties or trade practices maintained by the industry in general or relating to the subject matter hereof will apply.
- The Supplier is entitled to assign the Contract to a third party.
- The Contract can only be modified or supplemented by written numbered amendments signed by both parties. The Contract and/or any changes to it are deemed not to be agreed until the contracting parties have agreed in full conformity with all the provisions in written form (in the case of an order, this means confirmation of the order in its entirety without any deviation) to the full extent.
- Within the meaning of Section 1752 (1) of the Civil Code, the Supplier is entitled to amend these Terms and Conditions. Such changes become effective ten days after service to the Client under Article XII clause 2 hereof. Within the ten days following the receipt of notification of a change of these Terms and Conditions, the Client may reject the changes and, if the Supplier persists in requiring the change, the Client may terminate these Terms and Conditions by notice no later than 30 days following receipt of the notice from the Supplier.
- These Terms and Conditions and the Contract are governed by Czech law.
- The Client expressly confirms that it has read and understands these Terms and Conditions and that it agrees with them.