Italinox, spol. s r.o. with their registered office in the Czech Republic, Říčany – Jažlovice Zděbradská 58/59
Postcode: 251 01
Business ID No: 453 06 591
registered in the Commercial Register maintained with the Municipal Court in Prague, Section C, Insert No. 7900 7900

Article 1
INTRODUCTORY PROVISIONS

  1. These General Terms and Conditions (hereinafter referred to as “GTC”) govern all relations
    between ITALINOX, s.r.o. with the registered office in the Czech Republic, Říčany – Jažlovice Zděbradská 58/59, Postcode: 251 01, Business ID No.: 453 06 591, registered in the Commercial Register maintained with the Municipal Court in Prague, Section C, Insert No. 7900, (hereinafter referred to as the “Seller”), on the one hand, and the “Buyer” on the other hand, arising in connection with the conclusion of a Purchase Agreement.
  2. The Seller primarily operates a wholesale business in metallurgical materials.
  3. The Buyer is any person or legal entity (hereinafter referred to as the “Buyer”), who enters into negotiations with the Seller, which must be proved with the following documents:
    1. If the Buyer is a natural person, at the commencement of any negotiations with the Seller, they shall submit the original or officially certified photocopy of the relevant trade licence to the Seller, or the original or officially certified photocopy of the relevant extract from the Commercial Register, if registered, and the original or officially certified photocopy of the VAT registration certificate. The Buyer is obliged to keep data up-to-date in case of a long-term contractual relationship between the Buyer and the Seller,
    2. If the Buyer is a legal entity, at the commencement of any negotiations with the Seller, they submit the original or officially certified photocopy of the current extract from the Commercial Register and the original officially certified photocopy of the VAT registration certificate to the Seller. The Buyer is obliged to keep data up-to-date in case of a long-term contractual relationship between the Buyer and the Seller. Furthermore, the Buyer submits the natural person’s authorisation to represent them – a legal entity, unless the acting person is the direct governing body of the Buyer or their member.

Article 2
INDUSTRIAL RIGHTS AND COPYRIGHT PROTECTIONAny goods purchased by the Buyer from the Seller does not give the Buyer any rights to use the Seller or other companies registered trademarks, trade names, company logos or patents, unless otherwise agreed in writing in a separate agreement.

Article 3
PURCHASE AGREEMENT

  1. The Seller’s confirmation of the Buyer’s order or the Seller’s delivery note accepted by the Buyer or the carrier providing goods transport to the Buyer shall also be considered as a concluded Purchase Agreement, in which case these GTC also apply to these purchase agreements.
  2. The order confirmation is drawn-up and signed by the Seller’s authorised person and contains the Seller’s and the Buyer’s exact identification (e.g., business name, registered office, business identification no., registration in the Commercial Register), delivery subject, purchase price, delivery terms, reference to the GTC, date and place of the Buyer’s signature and date and place of the Seller’s signature.
  3. The delivery note is a written confirmation of delivery and acceptance of the goods made by the Seller or their authorised personnel. This delivery note contains the Seller’s exact identification and the Buyer (e.g., business name, registered office, business identification no., registration in the Commercial Register), the place and date of delivery or acceptance, and the delivery subject and the provisional purchase price. The delivery note must also contain the identification of the person who handed over the goods, the identification of the person who accepted the goods, including their identification (e.g., ID card No.), the identification of the vehicle that the goods were transported in (e.g., number plate or registration plate) and a reference to the GTC.
  4. The order confirmation or delivery note shall be drawn-up on the basis of an order (contract offer) from the Buyer transmitted to the Seller by telephone, mail or e-mail.
  5. In the event that goods transportation is arranged by the Buyer through a carrier of their choice, the Buyer’s signature confirming acceptance of the delivery subject is substituted by the carrier’s signature, to which the Parties to the respective purchase agreement expressly agree by accepting these GTC.
  6. Provided that the order and delivery note are issued and there are discrepancies in the contents of the order confirmation and the accepted delivery note in relation to the quantity and/or quality of the delivery subject, the accepted delivery note contents shall prevail, to which the Parties expressly agree.
  7. If the order confirmation specified in clause 2 of this Article or the delivery note specified in clause 3 of this Article fails to contain any of the elements described herein, this shall not affect the validity of the concluded Purchase Agreement.

Article 4
PRICE AND PAYMENT TERMS

  1. The Seller quotes the current prices in the offer for the period in question, exclusively excluding VAT and excluding shipping costs (hereinafter referred to as the “Pricelist”). The Seller’s current Pricelist is available at each of the Seller’s business premises.
  2. The Seller hereby reserves the right to change the price of the delivery subject, particularly in the event of a change in the price of the delivery subject, or the production material used, on the relevant markets, without being obliged to inform the Buyer of such change in advance, which the Buyer expressly agrees to by accepting these GTC.
  3. Any invoiced amount for the subject of delivery is payable immediately in cash, unless a different due date is expressly stated on the tax document, or the option of payment by bank transfer. In case of payment by bank transfer, the payment date shall be deemed to be the date of crediting the respective amount to the Seller’s account.
  4. In the event that the Buyer is in default in payment of any due amount, the Seller will be entitled to charge the Buyer interest on late payment at the rate of 0.05 % (in words: zero-point-zero-five percent) on the amount due per day and at the same time a one-off fee of 1,000 CZK (in words: one thousand Czech crowns) for each single reminder sent, unless otherwise agreed in writing between the Parties. The Seller’s right to claim compensation from the Buyer for any actual and provable damage caused by the Buyer’s delay is not affected.
  5. The Seller is also entitled to demand payment from the Buyer for any additional costs incurred in connection with the recovery of its due claim against the Buyer such as court fees, costs of any legal representation.

Article 5
DELIVERY TERMS

  1. The Seller is obliged to deliver the delivery subject to the Buyer, or more precisely, the goods they ordered in accordance with the Purchase Agreement. The Seller’s obligation to deliver the delivery subject is fulfilled at the moment the delivery subject is handed over to the Buyer, or to the first carrier in case of arranging the transport of goods by the Buyer, or the Seller through their chosen carrier, by confirming and accepting the delivery note and, if necessary, other relate documents, if required for the use of the subject of delivery.
  2. Unless expressly stated otherwise in these GTC or related contractual documents, the Seller is entitled to require the Buyer to take over the delivery subject in accordance with the relevant contractual arrangements, no later than 10 (in words: ten) days from the date of sending the Seller’s notice to the Buyer, which may be by mutual agreement of both Parties made by telephone, mail or e-mail. In the event that the Buyer breaches this obligation, the Seller is entitled to store the delivery subject in its warehouse or with a third party at the Buyer’s expense and risk, and simultaneously require the Buyer to pay a one-off contractual penalty of 50,000 CZK (in words: fifty thousand Czech crowns) payable without undue delay after its assertion by the Seller to the Buyer, but no later than five days from this moment, to withhold the goods until payment of this contractual penalty, and finally, to stop any further deliveries of the delivery subject. The Seller’s right to claim damages from the Buyer is not affected by the payment of the contractual penalty. In the event that the Buyer fails to take over the subject of delivery within 30 (in words: thirty) days from the date of its preparation for shipment, the Seller shall be entitled to sell the subject of delivery without further notice of the Buyer in an appropriate manner and shall be also entitled to:
    1. claim damages from the Buyer, the aforementioned contractual penalties and an amount corresponding to the reasonable costs associated with the storage and sale of the goods in the event that the Buyer fails to pay the goods price, or
    2. retain the amount corresponding to the damages, the aforementioned contractual penalties and the amount corresponding to the reasonable costs associated with the storage and sale of the goods in the event that the Buyer has paid the delivery subject price in advance. The Seller is obliged to pay the remaining part of the proceeds obtained from the sale of the delivery subject to the Buyer without undue delay, as a rule within 30 (in words: thirty) days from the date of its provable payment to the Seller.
  3. upon delivery of the goods, the Buyer, either personally or through their authorised personnel, and with the carrier is obliged to immediately check the shipment’s condition, e.g., the number of packages, the inspection tape’s integrity and damage to the box, according to the enclosed delivery note and notify the Seller in the event of found defects, including their exact specification, without undue delay after accepting the delivery subject, but no later than on the next working day.

    At the same time, and together with the carrier, the Buyer is obliged to draw-up a record of the defects, which must contain all the elements usual in such a case, take photographic documentation and then duly retain the written record and the photographic documentation until the defects in the goods or the damage during shipment have been resolved.

    In case of doubt, if the Buyer takes over the delivery subject without a record of defects which would be submitted to the Seller without undue delay after the acceptance of the delivery subject, but no later than the following working day, it shall be assumed that the delivery subject had no material or non-material defects.
    The Buyer shall inform the Seller regarding the detection of material or non-material defects in the delivery subject, of incomplete or damaged shipment, within the aforementioned time limit, i.e.,

    without undue delay after accepting the delivery, but no later than the following working day, by written notification addressed to its registered office and at the same time send, within the same time limit, together with the notification addressed to the Seller, a report on defects.

  4. The Buyer has the right to specify the transport method in the order. Based on the agreement of the Parties, the following types of transport are possible:
    1. personal collection by the Buyer at the Seller’s registered office
    2. transport by post or forwarding company to the address given by the Buyer in the order sent to the Seller,
    3. transport by the Seller, provided the transport terms are agreed in advance between them and the Buyer.

    If the Buyer fails to specify the transport method, then the Seller can decide without the Buyer’s prior approval.

  5. If the Seller fails to meet the agreed delivery date for the delivery subject by more than 60 (in words: sixty) days, the Buyer has the right to withdraw from the Purchase Agreement after giving the Seller prior written notice of this possibility and after setting an additional reasonable time limit for the fulfilment of the Seller’s obligations, such additional reasonable time limit not being less than 15 (in words: fifteen) days.

Article 6
CLAIMS

  1. Claims are governed by this Claims Procedure.
  2. From the moment that the delivery is accepted by the Buyer, the Seller is liable for the delivery complying with the Purchase Agreement and related contractual documents and defect-free.
  3. The Buyer shall inspect the delivery subject immediately upon delivery and inform the Seller in writing of any material or non-material defect without undue delay after accepting the delivery subject, but not later than the following working day. Any hidden defects shall also be notified in writing by the Buyer to the Seller without undue delay, but no later than the following working day after detection.
  4. In the event that the delivery subject does not comply with the Purchase Agreement at the time the Buyer or an authorised person accepts it, the Seller is obliged to ensure compliance with the relevant contractual documents free of charge and as soon as possible, while the choice of achieving compliance is entirely up to the Seller.
  5. The Seller shall be liable to the Buyer for defects in the delivery subject upon its acceptance by the Buyer or their person authorised.
  6. For any claim, The Buyer shall provide the Seller with the relevant purchasing document related to the delivery subject issued by the Seller together with a detailed description of the found defect.
  7. The Seller is obliged to properly investigate the Buyer’s claim and decide on further action as soon as possible.
  8. The Seller has the right to claim compensation from the Buyer for the costs incurred in handling an unjustified claim if:
    1. the goods claimed by the Buyer without the necessary documentation and the Buyer does not provide this documentation to the Seller even after the additional reasonable time limit expired,
    2. the goods inspection or testing does not reveal the defect claimed by the Buyer,
    3. the defect that the Buyer found was caused by improper handling of the goods.

Article 7
OWNERSHIP AND LIABILITY FOR DAMAGE

  1. The acquisition of the ownership right from the Seller to the Buyer only occurs when full payment of the price of the delivery subject, including all possible related contractual penalties, late payment interest and any other charges, if any, that the Buyer agreed to pay to the Seller in these GTC or other related contractual documents.
  2. If the Buyer is in default with the payment of any receivable due from the Seller against the Buyer and the Buyer has not acquired right of ownership to the delivery subject, the Seller is entitled at any time to demand the delivery subject’s return and for this purpose to enter any premises where the delivery subject is located.
  3. Damage liability for the delivery subject passes from the Seller to the Buyer at when it is accepted by the Buyer or the person authorised to do so, i.e., usually the carrier, or by handing over the goods to the first carrier when sending the goods.

Article 8
FINAL PROVISIONS

  1. These GTC are effective from July 17th, 2015.
  2. Depending on changes in the applicable generally binding legal regulations as well as the Seller’s business policy, the Seller reserves the right to change the GTC without Buyer’s consent. The amended GTC shall only apply to orders sent by the Buyer to the Seller after their publication in the Seller’s premises or on their website.
  3. Any deviating provisions in the Purchase Agreement concluded between the Parties shall prevail over the provisions in the GTC.
  4. All rights and obligations arising from the Purchase Agreement and other related contractual documents shall pass to the successors in title of both Parties. The Parties undertake to inform each other in writing of the succession without undue delay. The Buyer is only entitled to transfer its rights and allow the assumption of obligations arising from the Purchase Agreement and other related contractual documents with the Seller’s prior written consent.
  5. Any amendment to the Purchase Agreement will only be valid in writing and after being signed by both Parties, unless expressly stated otherwise in writing.
  6. The Seller’s legal relations with the Buyer, that are not expressly regulated by these GTC or the Purchase Agreement between the Parties, are governed by the relevant provisions of the Act 89/2012 Coll., of the Civil Code, as well as other related generally binding legal regulations.

The Buyer declares that they have read these GTC, that they understood its content and that they consider them to be an integral part of the contractual arrangements with the Seller.