General Business Conditions
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General Conditions of Sale
I.
General Provisions
1. These General Conditions of Sale regulate legal relation between Seller (Draka Kabely, s.r.o.) and Purchaser arising from deliveries of goods performed by the Seller to the Purchaser. Unless expressly agreed otherwise, these General Conditions of Sale form an integral part of each Sales Contract made for deliveries of the Seller's goods, no matter whether a respective Sales Contract is made in writing or in any other manner, e.g. pursuant to a purchase order sent by the Purchaser and confirmed by the Seller.
II.
Deliver of Goods
1. Individual deliveries of goods can be performed on the basis of a binding and definite purchase order from the Purchaser. The purchase order must contain the following essential elements: name of company, company registration no., VAT no., address, bank account, responsible person to contact, telephone, no. of offer (if any offer has been made to the Purchaser), designation of a kind of goods according to pricelist, quantities required, place of delivery, means of transport and approximate term of delivery (however this term is not binding for the Seller and it shall be set by the procedure stated hereinafter).
2. Upon receipt of a purchase order the Seller shall confirm this purchase order and state approximate (not binding) date of delivery. Sales Contract in a particular case is formed by the moment of confirmation of the Purchaser's purchase order by the Seller.
3. If the ordered goods are in the Seller's stock the Seller shall seek to send the goods or prepare for transportation to the Purchaser within one (1) week from receipt of a binding purchase order. If the ordered goods are not in the Seller's stock the Seller shall notify the Purchaser of a probable (not binding) date of delivery based on assumed date on which all the ordered goods shall be prepared in the Seller's warehouse to be sent (and eventually also based on assumed time for goods´ transportation).
4. The Seller shall notify the Purchaser of a binding date of delivery whenever required by the Purchaser, but only after all the ordered goods are prepared in the Seller's warehouse to be sent.
5. The Seller reserves the right to deliver goods with a quantity tolerance of 5% with individual items of goods ordered. Invoice shall then reflect actual quantities of delivered goods.
6. The Seller may deliver the goods before a binding term of delivery. Part-deliveries are acceptable. Goods shall be delivered in standard quality and design.
III.
Packing
1. The Seller shall provide packing of goods for transportation. Goods shall be packed according to common practise. Cables and wires are supplied in basic packing versions: rings, plywood coils or cable drums.
2. Each packing must contain length of given goods in order to quantify the delivered goods. Allowed tolerance of actual length of goods deviated from length stated on package is maximum 1%. In case that the actual length tolerance exceeds 1% the Purchaser is obliged to pay for the quantity in accordance with this actual length.
3. Packages of goods (rings, coils, drums or pallets) shall be paid by the Purchaser whereas they shall be charged under a separate item according to current prices as stated in the pricelist published on the Seller's web sites www.draka.cz.
4. The Purchaser is authorized to return the packages bought from the Seller back to the Seller and they can be bought back under the following conditions:
a) Packages shall be bought back for prices stated on the Seller's web sites;
b) Packages must not be damaged. Place and moment to decide and evaluate state of a package is the place and moment of takeover by an employee of the Seller in the Seller's warehouse;
c) The Seller shall inform customer whether and how many packages comply with the requirements of buying the packages back within five (5) days from the receipt of respective packages;
d) Detailed conditions of evaluation of damage rate are published on the Seller's web sites www.draka.cz;
e) Unacceptable packages shall be stored by the Seller for 10 days and if they are not be picked up by the Purchaser within such time and drive them away at his own costs they shall be scrapped by the Seller;
f) Customer is responsible for transport of packages to the Seller's warehouse as well as for the related transport costs;
g) Customer may ask the Seller to drive the packages to his warehouse provided that the Seller is planning to carry any other goods to the customer, or any carriers of the Seller are to drive back empty to the Seller's warehouse along the Purchaser's warehouse. The customer is not entitled to transportation of packages back to the Seller's warehouse and it is at the Seller's own discretion whether he satisfies the customer's wishes;
h) due date of invoices for the returned packages is the same as the due date for goods delivered by the Seller to the Purchaser.
IV.
Transportation
1. Unless the Seller and the Purchaser agree on a way of transportation the Purchaser shall arrange the transportation.
2. If the Purchaser arranges the transportation he himself is also responsible for the transportation costs.
3. If the Seller arranges the transportation the contracting parties must agree on who shall bear the transportation costs. In case that such agreement is not achieved then the Purchaser shall bear the transportation costs and these costs shall be charged separately according to current transportation pricelist stated on the Seller's web sites.
4. Place of delivery of goods shall result from the agreement of both contracting parties on the arrangement of transportation of goods. If the Purchaser arranges the transportation the place of delivery is warehouse of the Seller located at Třebíčská 777/99, 594 01 Velké Meziříčí. If the Seller arranges the transportation the relevant place of delivery shall be specified by the Purchaser in the binding purchase order.
5. The delivery is completed by handover of the goods to the Purchaser in the above mentioned warehouse and/or by the moment the Seller allows to the Purchaser to handle with these goods, (i.e. (i) in case that the Seller arranges the transportation, by the moment a certain means of transport is driven up in front of the Purchaser's warehouse (or in any other place specified in the purchase order) whereas the Purchaser is obliged to secure unloading of the goods off the means of transport at his own expense; or (ii) in case that the Purchaser arranges the transportation, by the moment of dispatch of the goods from the Seller's warehouse to be loaded on the means of transport whereas loading on the duly driven up means of transport is ensured by the Seller).
6. In case the Seller is responsible for arranging the transportation and the goods should be delivered to a place other than warehouse or registered office of the Purchaser or to any other person then the Purchaser is obliged to specify in his purchase order for the given goods precisely place and name of a person authorized by the Purchaser to take the goods over or name of a company (including name of a person acting on behalf of such company) which is authorized to take the goods over.
7. The Seller shall give a delivery note together with the goods to the Purchaser, and/or an invoice if not sent via mail or e-mail in pdf format.
8. The Purchaser shall assume risk of damage to the goods and respective liability in accordance with Section 455 and seq. of the Commercial Code.
9. The Purchaser is obliged to execute due inspection of the goods immediately after its delivery. Any possible visible defects detected as concerns quality or quantity of the goods shall be determined right at this inspection and recorded by the Purchaser in the delivery note. If any defects in quantity occur after the takeover and due inspection they must be claimed within 14 days from the takeover at the latest.
V.
Purchase Price
1. Prices for the goods are determined by a current pricelist which may be altered from time to time by the Seller; this pricelist is published on the Seller's web sites www.draka.cz. Unless specified otherwise, these prices do not include value added tax. Any alterations in the pricelist become effective from the date they are published on the seller's web sites.
2. Unless agreed otherwise, total price for the goods comprises of a basic price for the goods (with any discount applied) and an amount of copper and aluminium added which is normally set according to current prices of metals at world markets (mainly according to prices of metals at London raw material stock exchange).
3. The Seller's entitlement to get payment of the purchase price comes into force by the moment of delivery of the goods.
4. In case of any default in payment of the purchase price for the delivered goods the Purchaser is obliged to pay a contractual penalty to the Seller in the amount of 0.1% of an outstanding amount per each day of default. The Purchaser is obliged to pay this contractual penalty within 30 days from receipt of the Seller's call for payment. This provision about contractual penalty does not in any way affect the Seller's right to statutory proprietary sanctions as well as right to claim damages up to full amount which may be enforced regardless of payment of the contractual penalty.
5. In case that the Purchaser refuses to complete or prevents the Seller from completing the delivery of the goods, or fails to take the goods within 7 days from receipt of the appeal to take the goods off, or cancels the purchase order without stating a reason within a period shorter than 15 days before the required date of delivery then the Purchaser is obliged to pay a contractual penalty to the Seller in the amount of 5% of total price for not taken or cancelled goods. This provision about contractual penalty does not in any way affect the Seller's right to claim compensation for damages up to the full amount which may be enforced regardless of payment of the contractual penalty.
VI.
Damage Liability and Product Liability
1. Product liability may be enforced with the Seller in writing in a form of report of a defective product. In this report the Purchaser must state a proposal of type of claims resulting from certain defects of the goods in accordance with applicable provisions of the Commercial Code (Section 436 and seq.). The Purchaser is obliged to put forward defects and respective claims without any undue delay after he detects them (i.e. within 7 day from detection at the latest).
2. If the goods is under a warranty then the warranty claim for defective goods delivered by the Purchaser to any third person may only be enforced through the Purchaser. In case any third person wishes to put forward a warranty claim for defective goods the Purchaser is obliged first to apply for the Seller's opinion before acknowledging such claim resulting from defective goods, otherwise the Seller will not be obligated to replace/return the goods, to provide discount or compensation that might have been provided by the Purchaser to the relevant third person within the warranty claim procedure.
3. If the goods is under a warranty and a damage incurs to any third person during the warranty period which has been provably and entirely caused by a product defect (according to independent expert opinion) to the goods delivered by the Seller to the Purchaser and then by the Purchaser to this third person, the Seller undertakes to indemnify the Purchaser up to the amount the Purchaser had to pay in order to compensate for damage (after any possible objections and defence in a legal proceeding were applied) which is not covered by the Purchaser's insurance. However, in such a case the Purchaser is authorized to acknowledge the claims of an injured party (even partly) only with the previous approval by the Seller, even if he shall have to defend his claims in a legal or arbitration proceeding. If the Purchaser acknowledges these claims without approval by the Seller the Seller is not obliged to pay for the damage incurred to the Purchaser and may apply the same objections towards the Purchaser as if the Seller or the Purchaser apply towards the relevant third person.
VII.
Other Provisions
1. The goods become a property of the Purchaser by the moment the total purchase price is paid up in full. In case the Purchaser fails to pay for the goods in time and duly the Seller is entitled to demand returning of the delivered goods including returnable packages.
2. Any information disclosed to the Purchaser and any documents acquired in relation to making or performance of sales contracts for delivery of goods, are considered trade secret of the Seller and the Purchaser is obliged to keep them in secrecy and confidential and bar access to these information or documents by any third person or public, not even after termination of contractual relation between the Seller and the Purchaser. Events in which this kind of information must be disclosed within a statutory duty or to any persons who are legally bound to keep the information confidential are not deemed as breach of obligation.
3. Circumstances of inevitable accidents (i.e. force majeure), preventing the Seller from delivery of the goods, or preventing the Purchaser from taking the goods over, are good reasons to suspend time limits according to this contract (or individual sales contracts) for the period necessary to remove causes of failure in performance of the contract. The contracting party affected by such inevitable accident is obliged to inform the other party immediately, otherwise it will be fully responsible for a damage incurred in this relation.
4. Any dispute concerning supplies of the goods from the Seller to the Purchaser shall be resolved, exclusive of general jurisdiction and with final and definite decision, in an arbitration proceeding before the Arbitration Court at the Economic Chamber of the Czech Republic and the Agrarian Chamber of the Czech Republic in Prague in accordance with current wording of the Rules of Arbitration Proceedings of this Court. The contracting parties undertake to fulfil any and all obligations imposed on them in the arbitral award within periods as stated therein.
5. The Seller is authorized to alter or amend these General Conditions of Sale at any time, whereas such alterations or amendments become effective from the date they are published on the Seller's web sites.