GENERAL TERMS AND CONDITIONS OF SALE
for the sale of products and goods supplied by Kovoplast Chlumec nad Cidlinou, a.s., registered office at Kozelkova 131, 50351 Chlumec nad Cidlinou, Company ID: 60108606
valid from 1 March 2021
These Terms and Conditions form an integral part of every contract proposal made by Kovoplast Chlumec nad Cidlinou, a.s., acting as the supplier, as well as of all individual purchase orders with customers of Kovoplast Chlumec nad Cidlinou, a.s., being natural or legal persons – purchasers. The supplier and purchaser are also referred to as the contractual parties. By accepting the contract proposal or offer, the purchaser confirms their agreement with these conditions unless they explicitly state disagreement with them or with certain provisions. The Terms and Conditions apply unless otherwise agreed in the contract. The purchaser is bound by an order sent to the supplier on the basis of their offer. Once accepted by the supplier, the order cannot be changed or cancelled. An order shall also be deemed to have been made in writing if it is submitted electronically, e.g., by email. The purchaser’s terms or conditions apply only if the supplier has expressly agreed to them in writing.
1.1. The supplier reserves the right to reject an order, even if a non-binding price quotation has been sent. Any ambiguities in the order must be clarified.
1.2. If the purchaser provides the supplier with technical or other documentation necessary for the execution of the order, the delivery period shall commence only from the date of receipt of complete and defect-free documentation in accordance with the supplier’s requirements.
1.3. The supplier is entitled to extend the delivery period on a day-for-day basis without the purchaser’s right to a discount if the purchaser changes the technical specification of the goods, is in delay with the technical clarification or delivery of materials. In such cases, the production period shall start only after submission of complete documentation, clarification of technical discrepancies, or fulfilment of other agreed obligations. If the purchaser fails to provide the required documentation or information after being requested, the supplier may withdraw from the contract.
1.4. The supplier may withdraw from the contract if unable to fulfil the order after prior notice to the purchaser.
1.5. The supplier may reject an order if unable to supply the ordered goods (e.g., the product is no longer produced, there is a significant price change, or the required quantity is unavailable). In such cases, the supplier will contact the purchaser to agree on the next steps.
1.6. If the supplier can deliver only part of the ordered goods, the contract shall be deemed concluded only for the goods specified in the supplier’s order acceptance as those to be delivered. The purchaser shall be informed about any undelivered goods.
2.1. Delivery takes place when the goods are handed over to the purchaser at the supplier’s premises/agreed location or to the first carrier for transport to the agreed destination. Ownership of the goods passes to the purchaser upon handover or when the purchaser gains the right to dispose of the shipment. Unless otherwise agreed, the INCOTERMS condition “Ex Works” (“EXW”) shall apply. Goods can only be accepted if the purchaser has no overdue financial obligations to the supplier.
2.2. If self-collection is agreed, the purchaser must collect all ordered goods within 5 business days after being notified by the supplier. If the purchaser fails to do so, the supplier may ship the goods at the purchaser’s expense or store them, charging a storage fee of 0.5% of the stored goods’ price per calendar day (max. 90 days). After this period, ownership reverts to the supplier, who may sell the goods (e.g., as scrap). The purchaser shall pay a contractual penalty of 100% of the goods’ price plus storage costs.
2.3. If delivery to another location is requested and “Carriage Paid To” (“CPT”) has not been agreed, the purchaser shall cover reasonable transport, handling, and related costs. Goods may be sent cash on delivery, by courier, truck, or freight service. Upon receipt, the purchaser must inspect the shipment in the presence of the carrier. In case of loss or damage, a written report must be made with the carrier and sent to the supplier within 5 business days. Failure to do so implies acceptance of the goods as intact.
2.4. The supplier may deliver the goods earlier than agreed, and the purchaser is obliged to accept them.
2.5. The supplier is not liable for delays caused by force majeure or events substantially hindering performance (e.g., strike, lockout, war, fire, pandemic). The supplier must inform the purchaser without delay and agree on a new delivery date. Delivery periods extend for the duration of such events and end 7 days after the obstacle ceases.
2.6. The delivery term stated in the contract may be extended by mutual agreement or automatically prolonged in cases under Clauses 1.2, 1.3, 2.5, or if the purchaser fails to provide cooperation.
3.1. The supplier provides a 24-month warranty for quality and fitness for ordinary use. The warranty excludes defects caused by improper handling, wear, poor maintenance, excessive strain, unsuitable storage, or materials supplied by the purchaser.
3.2. The purchaser may claim warranty only for goods proven defective, under valid warranty, and demonstrably supplied by the supplier.
3.3. For third-party goods supplied, the supplier’s liability is limited to the warranty terms of such third parties.
3.4. If the purchaser processes the goods further, it is assumed they inspected them thoroughly. Claims for damages after further processing or incorporation into higher assemblies are excluded.
3.5. The warranty period starts from the agreed delivery date, even if the purchaser fails to collect the goods.
4.1. Apparent defects must be reported in writing without undue delay after discovery, no later than 5 business days after receipt; hidden defects without undue delay after detection.
4.2. The purchaser has no right to claim defects if they knew about them before acceptance or caused them themselves.
4.3. If apparent defects (e.g., quantity differences, dimensional deviations, damaged surfaces, corrosion) are found, they must be reported in writing (email or registered letter) within one week. The complaint must include defect description and proposed resolution. Proof of origin (delivery note and defective product) is required. The supplier has the right to inspect the goods, and the purchaser must allow it.
4.4. Complaints about defects known to the purchaser before acceptance will not be recognized. If the complaint is unjustified, the purchaser must reimburse the supplier’s proven costs including travel expenses.
5.1. If the purchaser has overdue payments, the supplier may suspend production or delivery until debts are settled. Such suspension is not considered a delay by the supplier. The same applies in case of insolvency proceedings, upon which all outstanding debts become due. The supplier may also withdraw from the contract.
6.1. Unless otherwise agreed, prices are EXW (INCOTERMS 2000) and exclude VAT.
6.2. Unless otherwise agreed, invoices are payable within 14 days from the invoice date.
6.3. Delay exceeding 30 days after due date constitutes a material breach allowing the supplier to withdraw from the contract and all related agreements. The supplier may also withhold further deliveries. Withdrawal is effective upon delivery of written notice.
6.4. In case of payment delay, the purchaser owes interest of 0.1% of the outstanding amount per day. If discounts or bonuses were granted, the supplier may reclaim them if payment is overdue for more than 90 days.
6.5. The supplier may increase the price if input costs rise by more than 5% after the quotation. The purchaser may withdraw but must pay for already delivered goods.
6.6. Prices are valid at a stable CZK exchange rate; fluctuations over 2% allow price adjustment.
6.7. Objections to invoices must be submitted in writing before the due date.
7.1. The supplier retains ownership and copyright of all designs, templates, and documentation related to supplied goods unless provided by the purchaser. If the purchaser provides graphic designs or materials, they are responsible for ensuring no infringement of third-party rights (e.g., trademarks, patents, industrial designs).
8.1. If the contract is terminated after production has begun, the purchaser must reimburse the supplier for costs incurred (energy, materials, equipment wear, wages, fixed costs, supplier payments, shipping, and lost profit).
9.1. Any notice (“Submission”) between supplier and purchaser may be delivered by:
a) personal or courier delivery – deemed received on the delivery date,
b) registered mail – deemed received on the 3rd day after posting,
c) email – deemed received on the 3rd day after sending unless acknowledged earlier,
d) data mailbox – deemed received on the 3rd day after sending unless confirmed earlier.
10.1. The supplier may offset any payment against any of their claims toward the purchaser. The purchaser may not assign claims to third parties; the supplier may do so without consent.
10.2. Rights and obligations under the contract transfer to legal successors of both parties.
10.3. The supplier is not liable for damages caused by delays, lost profits, or indirect losses. The purchaser waives such claims.
10.4. Disputes shall primarily be resolved amicably; if unresolved, jurisdiction lies with the District or Regional Court in Hradec Králové, Czech Republic.
10.5. The purchaser confirms awareness of how the supplier processes personal data in accordance with GDPR and acknowledges the current version available at https://www.kovoplast.cz or at the supplier’s registered office.
10.6. Relations not governed by these Terms and Conditions or the purchase contract are subject to Act No. 89/2012 Coll., the Civil Code, as amended.
10.7. These General Terms and Conditions of Sale apply to all contractual relationships concluded from 1 March 2021.