- The validity and up-to-date character of the Terms of
Business:
1.1 These Terms of Business are an integral part of the purchase
agreements concluded for the purpose of selling the goods by
Česká zbrojovka a.s., with its registered office in Uherský Brod,
Svat. Čecha 1283, Identification No. (IČO): 46345965, as the
seller, and the purchaser as the other party.
1.2 Unless the purchase agreement stipulates otherwise, these
Terms of Business shall apply. It is possible to deviate from these
Terms of Business only via written specifications in the purchase
agreement. - Conclusion of purchase agreements, obligations of the
contractual parties:
2.1 An individual purchase agreement is concluded and becomes
binding upon a mutually signed Order Confirmation issued by
the seller, or by purchaser’s acceptance of an Order
Confirmation issued and signed by the seller and delivered to
the purchaser, irrespective the means of such acceptance. For
avoidance of any doubts, purchase agreements may be
concluded also by electronic means, including fax and/or e-mail
communication, without receiving hard copies.
2.2 The seller shall handed over the goods to the purchaser in
accordance with the purchase agreement, in the agreed quality,
amounts, workmanship and with common accessories and shall
make it possible for the purchaser to obtain the ownership title
to the goods in accordance with the purchase agreement.
2.3 Together with the goods the seller shall handed over the manual
for use, installation, maintenance and warranty cards, if such
documents related to the goods exist and are designed to be
handed over with the goods.
2.4 The seller shall pack the goods in a manner that will protect
them sufficiently during the transport to the place of delivery
(common packaging). Special packaging for the goods may be
stipulated in the purchase agreement.
2.5 The seller declares that the goods delivered conform to C.I.P.
standards.
2.6 The purchaser is obliged to take over the goods and pay for them
the purchase price. - Payment terms:
3.1 The purchase price shall be paid on the basis of an invoice issued
by the seller within 10 days after the conclusion of the purchase
agreement before shipping the goods.
3.2 The purchaser is not entitled to set off its possible receivables
against the seller’s receivables on the payment of the purchase
price.
3.3 If gradual payment of the purchase price is stipulated for the
benefit of the purchaser in the form of instalments of the
purchase price, the seller shall be entitled to the payment of the
entire purchase price if the deadline for any instalment is not
observed.
3.4 If the purchaser is in delay with the payment of the purchase
price it shall pay the seller an interest on late payment in the
amount of 0.05% of the outstanding sum for every day of delay.
3.5 The seller shall charge the purchase price via an invoice
conforming to the requirements for the tax document that will
contain at least the following data:identification of the seller and the purchaser, - number of the business case,
- identification of the goods, number of pieces, number of
the dispatch note, - price for the goods and other price information, if any,
- issuance date and due date of the invoice.
3.6 If the purchaser is in delay with the payment of the invoiced
purchase price more than 30 days from the due date, the seller
is entitled to suspend all supplies to the purchaser under any
purchase agreements between the parties and/or withdraw
from the purchase agreement with immediate effect.
Withdrawal from the agreement does not affect the rights for
paying the contractual penalty or interest on late payment (if it
has matured) or the right to damages for breach of contractual
obligations.
3.7 If the purchaser is in delay with the payment of the invoiced
purchase price more than 14 days from the due date, the
purchaser shall pay to the seller a contractual penalty in the
amount of 30% of the total purchase price. The contractual
penalty in this case does not rule out the claim for damages. The
claiming of the contractual penalty does not limit the seller’s
right to have all extra costs refunded, e.g. costs on the
enforcement of the claim they may incur as a consequence of a
delayed payment of the purchase price. The contractual penalty
is due within 15 days from the day the seller’s request for its
payment is delivered. - Export and import licence, permission:
4.1 The seller shall secure necessary export permits or export
licences, if they are necessary.
4.2 The purchaser shall obtain at its own cost necessary import
permits or import licences or the end user certificate (if they are
necessary) and deliver them to the seller in time so that the seller
may secure the corresponding export permits and the goods may
be delivered on the agreed date. - The purchase price for the goods:
5.1 The agreed purchase price is fixed. Unless agreed otherwise in the
purchase agreement, it shall be understood that the prices stated
in the agreement are prices on condition that the EXW rule
according to INCOTERMS 2010 is applied.
5.2 The purchase price for goods stated in the purchase agreement
includes costs for common packaging, marking of the goods and
documents. If the purchaser requires an above-standard
packaging of the goods or a special surface finish thereof these
requirements shall be specified in the purchase agreement.
5.3 The purchaser shall pay all expenses and fees that may be
applicable out of the territory of the Czech Republic, such as
customs duty, taxes, import fees, etc. - Delivery terms and conditions:
6.1 Unless the date and time of delivery are specified expressly in the
purchase agreement, the seller is entitled to determine the
delivery date at its discretion. However, the latest delivery date
shall be 2 years from conclusion of the purchase agreement; if the
seller fails to determine the delivery date, the delivery term 2 years
from the purchase agreement conclusion date shall be
automatically applied to the purchase agreement.
6.2 The seller shall perform the delivery of the goods under EXW
Uherský Brod, Czech Republic – INCOTERMS 2010 delivery
conditions, unless otherwise agreed in the purchase agreement.
The seller shall secure that the respective carrier will take the
goods over from the Seller at the given time and location.
6.3 If the goods are to be delivered by a carrier, the seller and the
carrier shall sign the packaging list when the goods are handed
over by the seller and taken over by the carrier. One execution of
the packaging list shall be left with the seller and one with the
carrier. The goods are to be considered properly delivered at the
moment the packaging list is signed by the carrier and the seller.
6.4 If, because of force majeure events, the seller later learns that it
will not be able to observe the date or other terms for the
handover of the goods it shall inform the purchaser without undue
delay, presenting a proposal of a possible solution. The force
majeure event also includes: the non-issuance, suspension or
interruption of the export licence of the seller, or non-delivery of
materials used to produce the goods to the seller by the
manufacturer or other supplier of such materials in time and
properly. In case of a force majeure event, it cannot constitute
breach of the seller’s obligations under the purchase agreement
and the seller is not liable for damage incurred by the purchaser
and any other possible claims towards the seller, including
potential contractual penalties. The parties shall subsequently
agree on another date for the delivery of the goods, if such solution
is acceptable for the purchaser, or on another procedure to deal
with the issue. - Delay:
If the purchaser does not take over the goods in the way specified
in the purchase agreement and at the agreed time, such action shall
be considered a material breach of the purchase agreement and the
seller shall be entitled to withdraw from the purchase agreement
with immediate effect. The seller shall be entitled to compensation
for damage that it thus incurred.
8 Warranty and liability for defects:
8.1. The seller provides a warranty for the goods in the length
specified in the purchase agreement or in the warranty card.
Unless specified otherwise, the seller provides a warranty in the
length of 24 months that begins to run on the day following the
day the goods are delivered to the purchaser. The warranty of
quality means that the delivered goods will be, for the effective
period of the warranty, fit for use for the agreed or otherwise
common purpose or will retain their stipulated or otherwise
common qualities. The warranty of quality does not cover
common wear and tear of the goods.
8.2. The purchaser shall inspect the goods without undue delay in
the seller’s factory, on taking over the goods in the factory or
when receiving a consignment of the goods, and if any defects
are identified it shall write a takeover protocol on the result of
this inspection and deliver it to the seller.
8.3. Obvious defects and incorrect amounts of the goods delivered
identified during the inspection of the goods during the
takeover procedure shall be reported by the purchaser at the
latest within 5 days from the day the goods are taken over by
the purchaser.
8.4. Hidden defects of the goods that the purchaser should identify
if due care was executed during the inspection or which may be
identified later shall be reported by the purchaser without
undue delay after such discovery, however, before the end of
the warranty period at the latest.
8.5. Warranty claims from the purchaser shall be made in writing to
the seller’s address.
8.6. When a warranty claim is made the identified defects and
shortcomings shall be specified in sufficient detail by stating the
type, production number of the goods and manifestations of the
defects.
8.7. Non-reporting of defects within the prescribed periods means
that the purchaser accepted the consignment without
reservation and forfeits the rights attributable to defective
performance.
8.8. The seller is entitled to verify that reported defects correspond
to reality and ask the purchaser for the warranty claim to be
settled at the location where the concerned goods under
warranty are located and the purchaser shall make this possible.
8.9. If it is identified that a claimed defect is a result of incorrect use
of the goods, a result of unskilled handling of the goods or a
consequence of careless treatment, the purchaser shall forfeit
the rights attributable to defective performance.
8.10. If a claimed defect amounts to defective performance, the seller
is entitled to determine the dates and means for remedying the
defective performance at its sole discretion (i.e. elimination of
the defect, replacement of the goods or a discount of the
purchase price). The seller shall inform the purchaser about the
determined dates and means.
8.11. Should the seller fail to remedy the defective performance
within the determined date and the seller fail to remedy within
an additional period of 30 days after the lapse of the determined
date, the purchaser is entitled to: (i) withdraw from the
purchase agreement, or request (ii) a discount of the purchase
price. The purchaser shall report its decision to withdraw from
the purchase agreement to the seller in writing within 10 days
from the additional period to remedy lapses. If this period is not
observed, the right to withdraw from the agreement due to
existence of the defect in question becomes void.
8.12. The purchaser is not entitled to eliminate defects on its own or
via third parties. If the purchaser interferes in any way with the
structure of the product or its packaging, it forfeits the rights
attributable to defective performance and warranty.
8.13. The purchaser is obliged to compensate the seller for any
incurred material and/or non-material harm. The obligation of
the seller to compensate the purchaser for any incurred nonmaterial harm is herewith excluded. The obligation of the seller
to compensate the purchaser for any caused material harm
(including any potential raised claims) shall not exceed the
purchase price under the purchase agreement on the basis of
which the harm was caused, or the claim was raised.
- Transfer of risks:
9.1. All risks to the goods are transferred to the purchaser under the
terms stipulated in the purchase agreement, or otherwise at the
moment the goods are handed over to the first carrier or at the
moment the goods are taken over by the purchaser.
9.2. If the purchaser does not take over the goods in the agreed way
and on the agreed date the risks of damage to the goods are
transferred to the purchaser when the given deadline expires. - The arbitration clause and the law selection clause
These Terms of Business, any purchase agreement and any
other legal relationship connected with and/or related to these
Terms of Business and/or subsequent purchase agreements,
including relationships arising from legal facts, as well as other
legal relationships between the parties within the effectiveness
of these Terms of Business shall be governed by Czech law.
Business usage shall not take precedence over any, even noncompelling, provisions of a statute.
10.2 All disputes arising from or in connection with these Terms of
Business, purchase agreements and/or relationships pursuant
the previous clause 10.1, including matters related to the
validity, establishment, implementation, or termination of the
rights arising from these Terms of Business, any purchase
agreement and/or any other relationship, will be settled
definitively in an arbitration proceeding of the Arbitration Court
attached to the Czech Chamber of Commerce and the
Agricultural Chamber of the Czech Republic according to its
Rules by three (3) arbitrators. The procedural language shall be
Czech. - Final provisions:
11.1. Withdrawal from the purchase agreement does not affect the
rights for paying the contractual penalty or interest on late
payment (if it has matured) or the right to damages for a breach
of contractual obligations.
11.2. If any provision of the Terms of Business is invalid or ineffective
or becomes invalid or ineffective, such invalid or ineffective
provision shall be replaced with a provision the meaning of
which will be as close to the original invalid provision as possible.
The fact that a provision is invalid or ineffective is without
prejudice to the validity or effect of other provisions. Changes or
amendments to the purchase agreement or these Terms of
Business shall be made in a written form.
11.3. The contracting parties hereby declare that in the period prior
to the conclusion of the purchase agreement neither party or its
representative has committed any actions that could be
classified as corruption (such as bribery, dealing with influence,
clientelism, etc.).
11.4. The parties also declare that they do not tolerate any form of
corrupt conduct and undertake to take all appropriate and
available measures to prevent the corruption of their
employees, agents, suppliers and brokers and other third
parties.
The parties undertake to comply with the Code of Conduct of
Česká zbrojovka at https://www.czub.cz/en/eticky-kodex/.
In the event of a breach of this paragraph by one of the
contracting parties, the other contracting party shall have the
right to withdraw from this agreement.
11.5. The seller is entitled to change these Terms of Business
unilaterally to the extent necessary. The new wording of these
Terms of Business shall be delivered by the seller to the
purchaser’s address. The purchaser is entitled to refuse the
change in these Terms of Business and within a one-month
period terminate them. Any changes to these Terms of Business
are without prejudice to purchase agreements concluded
before notifying such changes to the purchaser; changed Terms
of Business shall apply only to subsequently concluded purchase
agreements.
11.6. These Terms of Business are effective as of 01.01.2021 and
remains valid until terminated or changed under the terms
hereof. Termination of any other agreement between the
parties, in particular termination of the framework business
agreement (if concluded), is without prejudice to these Terms of
Business that shall remain valid and effective.