Company AQ electronic, s.r.o., with its registered office at Křenová 186/60, Trnitá, 602 00 Brno, IČ: 269 01 323, entered in the Commercial Register kept by the Regional Court in Brno under file no. No. C44097
GENERAL TERMS AND CONDITIONS
Of the Company AQ electronic, s.r.o., with its registered office at Křenová 186/60, Trnitá, 602 00 Brno, company ID No.: 269 01 323,
registered in the Commercial Register kept at the Regional Court in Brno, file reference C44097
- INTRODUCTORY PROVISIONS
1.1. These general terms and conditions (hereinafter only as the “General Terms and Conditions”) of the Company AQ electronic, s.r.o., with its registered office at Křenová 186/60, Trnitá, 602 00 Brno, company ID No.: 269 01 323, registered in the Commercial Register kept at the Regional Court in Brno, file reference C44097 (hereinafter only as the“Seller”) govern the mutual rights and obligations of the Parties arising in association with or on the basis of purchase contracts and the related orders concluded between the Seller and its business partner as the buyer (hereinafter only as the “Buyer”), and they form an integral part of every offer of the Seller or purchase contract concluded between the Seller and the Buyer.
1.2. In order to improve the quality of the provided services and also with regard to the Seller’s business policy, the Seller is entitled to unilaterally amend these General Terms and Conditions. The change of the General Terms and Conditions shall not affect any previously concluded contracts.
- CONCLUDING THE CONTRACT
2.1. The contract between the Parties shall be concluded by confirmation of the Buyer’s order by the Seller.
2.2. It is only the Buyer’s order that shall be deemed as an offer to conclude a contract. Any Seller’s proposals or offers made in person, in writing, in the form of advertising or display of goods, or in any other form shall not be not binding and shall not constitute an offer to conclude a contract unless expressly stated otherwise in the relevant offer or proposal. The Seller’s proposals or offers merely constitute an incentive for the Buyer to make an offer to the Seller to conclude a contract by means of the relevant order.
2.3. In the event that the Seller accepts the Buyer’s order with amendments or deviations that do not substantially change its
content, the purchase contract shall be concluded in the wording of any such amendments or deviations, unless the Buyer expresses disagreement with any such changes within 1 business day upon receiving the order acceptance with the amendments.
2.4. The order shall contain the following: (i) the specifications of the goods; (ii) the quantity of goods / number of items; (iii) the required delivery date; (iv) the price; (v) the Seller’s offer number or date; and (vi) the order date. If necessary, drawing documentation or sketch shall constitute an integral part of the order. The relevant purchase contract shall be concluded upon confirmation of the order.
2.5. In the event that the order is negotiated in a form other than in writing, the Seller may send a confirmation letter to the Buyer
summarising the content of the achieved partial agreement. If the confirmation letter contains deviations from the actually agreed content (the achieved agreement) and the Buyer fails to reject these deviations within 1 business day, the contract shall be deemed to have been concluded in the wording of the confirmation letter.
- SUBJECT MATTER OF THE PERFORMANCE
3.1. By means of the purchase contract the Seller undertakes to deliver the goods to the Buyer on the basis of the Buyer’s orders and transfer the ownership right to these goods onto the Buyer. The Buyer undertakes to take over the goods, accept them into their possession and pay the agreed purchase price to the Seller.
3.2. The Seller undertakes to deliver the goods to the Buyer as agreed in the purchase contract. The goods shall have the agreed
characteristics, which shall be considered solely as the specifications of the goods according to the manufacturer’s catalogue specifications or datasheet.
3.3. The goods are intended only for the purposes specified by the respective manufacturer. This usually involves the non-use of the Goods in systems of life preservation or support, or in military systems or for other purposes in which failure of the goods can reasonably be expected to result in death, bodily harm, or personal injury or extraordinarily high damage to property. The Buyer may use the goods for the reserved purposes only with express consent of the manufacturer or the Seller; otherwise the Buyer shall be liable for any damage incurred.
- DELIVERY OF THE GOODS
4.1. The Seller shall deliver the goods at the agreed time and place of performance and the Buyer undertakes to take them over. Unless the place of performance is expressly agreed, the Seller’s registered office shall be deemed to have been agreed as the place of performance.
4.2. The Seller shall be liable for complying with the agreed delivery term solely provided that that the Seller is delivered the goods in a proper and timely manner by its suppliers. In the event that the Seller’s suppliers extend the delivery term of the goods, the Seller may unilaterally change the delivery time of the goods to the Buyer accordingly without the Buyer’s consent. The Seller shall notify the Buyer of any extension of the delivery term without undue delay once the Seller has learnt of any such fact from its supplier.
4.3. Unless expressly agreed in the contract, the delivery of the goods shall not be deemed to be a fixed obligation pursuant to Section 1980 of Act No. 89/2012 Coll., the Civil Code (hereinafter only as the “Civil Code”).
4.4. The Buyer undertakes to properly take over the goods at the place of performance, to immediately check their quality (including the usual technical checks of the properties and type of the goods, e.g. checking the parameters, type designation of the goods, etc.), and the quantity by the authorised employee and shall confirm the acceptance on the delivery note or any other transport / shipment document. Unless the Buyer claims any defects in the delivery note upon receipt of the goods, the delivered goods shall be deemed to have no apparent defects and the Buyer shall not be entitled to claim the apparent defects of the goods later.
4.5. Upon taking over the goods, the risk of damage to the goods shall pass to the Buyer. In the event of the Buyer’s default on taking over the goods, the risk of damage shall pass to the Buyer on the first day of the default on taking over the Goods.
4.6. Unless otherwise agreed, the ownership title to the goods shall pass to the Buyer by full payment of the agreed purchase price.
- PRICE AND PAYMENT TERMS
5.1. The Buyer shall pay the agreed price of the goods, including possible packing and shipping costs, on the basis of an invoice which will comply with the requirements of the tax document pursuant to Act No. 235/2004 Coll., the Value Added Tax Act, as amended.
5.2. The Seller may request the Buyer to pay an advance payment for the price of the goods prior to commencing the delivery. In the event of the Buyer’s default on the advance payment, the Seller’s performance shall be extended by the Buyer’s default.
5.3. Unless agreed otherwise, the due date of the invoice is 30 days upon the date of delivery of the goods; whereas the invoice is to be commonly issued within 3 days upon the deliver of the goods. In the case of partial deliveries, the Seller may issue an invoice for the price of the individual partial deliveries.
5.4. If the Buyer fails to take over the ordered goods within the additional period specified by the Seller, the price of the goods, including any packing and shipping costs, shall be due upon the expiry of this additional period.
5.5. The price is to be paid by transfer to the Seller’s account specified in the invoice. If a variable or specific symbol is included in the invoice, the Buyer undertakes to provide this information upon payment. The day when the outstanding amount is credited to the Seller’s account shall be deemed as the date of the payment of the monetary performance.
5.6. In the event of default on the payment of any invoiced amount, the Seller may claim from the Buyer the default interest of at the rate of 0.05% per day on the outstanding amount for each commenced day of default until payment.
5.7. In the event of Buyer’s default on the payment of any invoiced amount, the Seller may suspend the performance of any further order placed by the Buyer until all Buyer’s debts to the Seller have been paid; in this case, the Seller shall not be in default of the performance.
5.8. In the event that between the conclusion of the purchase contract and the delivery of the goods to the Buyer, the price of goods requested by the Seller’s suppliers increases by more than 5%, the Seller may increase the price of the goods agreed in the contract accordingly with the Buyer’s consent. Unless the Buyer expresses the consent with the increase in the price of the goods in the situation described above within 2 days upon the notification of the in crease inthe price by the Seller’s supplier, the Seller may, in such a case, withdraw from the purchase contract with the Buyer (or from its relevant part concerning the specific goods, if applicable).
- DEFECTS OF THE GOODS, QUALITY GUARANTEE AND
6.1. The Seller shall be liable for defects that the goods have at the time of delivery to the Buyer. The Buyer’s rights under the Seller’s liability for defects at the time of handover of the goods shall be exclusively related to the fact that the Buyer inspects the goods immediately upon delivery of the goods according to Article 4.4 of the General Terms and Conditions. In the event that any defects of the goods are established within this inspection, the Buyer shall report them in the delivery note or any other similar shipment document. Similarly, the Buyer shall report the performance of any other than ordered types
of goods or delivery of manifestly different qualities of goods than ordered.
6.2. The Buyer shall notify the Seller of any defects which could not be detected at the inspection of the goods at the moment of the handover without any undue delay once any such defects could have been ascertained later upon exercising due professional care, yet no later than within 3 months upon the delivery date of the goods; otherwise the Buyer’s rights from defects shall expire. The application of Section 2112 of the Civil Code shall be excluded.
6.3. The Seller shall bear no liability for any defects of the goods unless the Buyer, as part of the process of introducing the goods into the production, carries out the inspection of the goods at least using an automatic optical inspection system, in the event that any possible defects of the goods could be detected by the automatic optical inspection system within the inspection of the goods provided any such inspection were carried out.
6.4. The Buyer shall be solely liable for the suitability and safety of the goods for use by the Buyer. The information of the goods offered by the Seller, especially in leaflets, catalogues, datasheets, promotional materials, specifications and descriptions, system specifications, and any other technical or delivery terms, certificates (e.g. certificates of conformity), and any other documents do not constitute any Seller’s guarantee of suitability, quality or durability. Without explicit written agreement, the Seller shall not accept the quality risk even in the case of type defects.
6.5. If the goods to be delivered upon the Buyer’s order are processed by the Seller following the Buyer’s specifications (e.g. bent or cut connections, removing the wrapping or rewinding), Article 6.4 of the General Terms and Conditions above shall apply mutatis mutandis. The Seller shall not be liable for any effects of processing according to the Buyer’s specifications onto the function of the goods. If any items delivered by the Buyer are used in the processing of the goods, the Seller shall not be liable for defects of the goods resulting from the use of these items. The application of the provisions of Section 2102 of the Civil Code shall be excluded.
6.6. The Buyer shall claim defects of the goods with the Seller:
a) By email at email@example.com;
b) By mail at the address of the Seller’s registered office. The Buyer shall specify in the complaint at least:
a) The order, sales contract or invoice number;
b) The precise specification of the defect, the date and its manifestations, including any appropriate photo documentation;
c) An email address at which the Buyer is to be notified of the status of the complaint.
The Buyer shall provide a sample of the defective goods together with a written complaint to the Seller when claiming defective goods.
6.7. The Seller shall provide a quality guarantee for defects of the goods which arise after the handover of the goods for a period of 3 months from the moment of delivery of the goods (hereinafter only as the “Warranty Period”).
6.8. Any complaints of defective goods shall be made within the Warranty Period immediately after the defect has been discovered, yet no later than 3 days from the date of defect detection or the day when the Buyer could detect the defect when exercising sufficient care. Complaints shall be sent to the Seller in accordance with the procedure specified in Article 6.6 of the General Terms and Conditions. In the event that the Buyer fails to report the defect in a proper and timely manner, the rights of defective performance against the Seller shall expire.
6.9. Claims for defective goods cannot be submitted for defects of goods constituting their natural wear and tear or arising as a result of improper handling or improperly performed adjustments (including removal of warnings of risks associated with the incorrect use of the goods) or repairs or use of the goods by the Buyer or a third party, or the damage suffered as a result of the above. The same applies to defects and damage to be attributed to the Buyer or due to causes other than the original defect.
6.10. Upon discovering a defect, the Buyer shall take any such measures immediately to minimise further damage to the goods, machinery and any other possible related damage.
6.11. The entitlement to claim defects during the Warranty Period (and related claims for damages) shall expire in the following cases:
a) The defect occurred as a result of failure to comply with the condition of proper storage, improper installation, handling or
use of the goods in a manner contrary to the user datasheet, technical documentation or the recommended use of the goods
indicated by the Seller or manufacturer in the technical documentation or on the website;
b) The defect occurred as a result of force majeure;
c) The defect occurred as a result of excessive loading of the goods or use in contradiction with the conditions stipulated in the
6.12. The Seller shall decide on the complaint within a reasonable time limit corresponding to the nature of the claimed defect and notify the Buyer of the result of the complaint to the email address specified in the complaint. A justified claim, including the removal of a defect, shall be settled without undue delay, unless the Seller and the Buyer agree otherwise.
6.13. If the Seller finds the complaint to be justified, the Seller may set a reasonable time limit for additional performance in which the Seller removes the claimed defects, delivers the missing goods or delivers new flawless goods. Prior to the expiry of this time limit set by the Seller, the Buyer may validly claim damages or any contractual penalty.
6.14. The Seller is entitled make the additional performance, removal of the defect or delivery of new goods subject to full payment of the due purchase price.
6.15. Unless the Seller is capable of removing the defects or delivering the missing or flawless goods within the time limit under Art. 6.13 of the General Terms and Conditions, the Buyer may, upon the expiry of the reasonable time limit to be additionally set by the Seller for this purpose, claim a reduction in the purchase price or withdraw from the purchase contract, all provided that the Buyer has notified the Seller of the intention to withdraw from the purchase contract in advance. This shall not apply to defects which do not constitute a material breach of the contract. The Buyer may reasonably reduce the purchase price by a discount on the purchase price payable to the Seller or demand a refund of the purchase price paid up to the amount of the discount or set off the discount against the Seller’s claim solely with the Seller’s consent.
6.16. The return of defective goods to the Seller for the purpose of additional performance is permissible only after prior written consent in accordance with the Seller’s current rules (the RMA procedure). The risk of accidental destruction or damage to the goods shall pass onto the Seller only at the moment of the takeover of the goods by the Seller at its registered office. The Seller may reject the returned goods without a pre-assigned RMA number.
6.17. Any claims of the Buyer arising from the Seller’s liability for defects and quality guarantee shall expire within the limitation period of one year.
6.18. The Buyer’s claims for damages shall include only the damage itself (damnum emergens), excluding any loss of profit (lucrum cessans), while the damage or any other harm shall include only the purposefully incurred costs.
6.19. The Seller shall not be liable for any indirect damage which the Buyer or its customers would suffer as a result of defects in the goods and their use in the end products, i.e. in particular, but not limited to, the cost of withdrawal and disassembly of goods from the products of the Buyer or any other third party, the costs of replacing the goods and any assembly of other components to the products of the Buyer or any other third party, the associated costs of shipping, packaging, additional work or any other costs of the Buyer or third parties incurred indirectly as a result of defective goods and their use.
6.20. In the event of a dispute between the Parties as to whether the defect is covered by the Seller’s warranty or liability, the Parties shall designate an expert or other generally recognised expert in the specific field to assess the defect and determine whether it is the defect for which the Seller is liable or not. The costs associated with the expert opinion or the opinion of a generally recognised expert in the specific field shall be borne by the Contracting Party whose opinion on the defects according to the expert opinion or expert statement did not prevail. The time limit for the removal of defects in the goods, provided that the complaint proves to be justified according to the expert opinion or expert statement, shall commence to run on the day of service of the opinion or statement onto the Seller.
6.21. The Buyer undertakes to immediately notify the Seller of the risks in using the goods and possible defects of the goods of which the Buyer becomes aware.
- CONTRACT TERMINATION
7.1. The contract may only be terminated:
a) On the basis of an agreement of the Contracting Parties;
b) By withdrawal from the contract for reasons set out in the contract or in the General Terms and Conditions.
7.2. Except as stipulated otherwise above in these General Terms and Conditions, the reasons for withdrawal by the Seller shall include (i) the Buyer’s default on providing cooperation necessary for the proper performance by the Seller; (ii) any material breach of Buyer’s duties, and (iii) the Buyer’s default on the payment of any outstanding amount to the Seller.
7.3. The reasons for withdrawal by the Buyer shall solely consist in (i) the Seller’s default on delivering the goods exceeding 1 month or (ii) the reasons specified in Article 6.15 of the General Terms and Conditions.
- FINAL PROVISIONS
8.1. The contractual relationship of the Parties shall be governed by Czech law.
8.2. Any disputes arising out of and in association with the contract, which cannot be resolved by negotiation between the Contracting Parties, shall be submitted to the ordinary court of the Seller.
8.3. The Contracting Parties exclude the application of the provisions of Sections 1765 and 1766 of the Civil Code, as well as Sections 1799 and 1800 of the Civil Code.
8.4. Unless expressly stated otherwise, any changes to the contract must be take the form of a written amendment signed by both Parties. This shall not apply in the case of change of contact persons, where only prior written notification is required and in the case of amending the General Terms and Conditions.
8.5. These General Terms and Conditions shall become effective on 1 February 2020.