Transcript of "General Terms of Business - EEA Tech s.r.o"
General Terms of Business1. General Provisions1.1 For the duration of the business relation, all deliveries and services of EEA Tech spol. s r.o. („EEA Tech ”) as well as all future contracts (unless expressly agreed otherwise) will be subject exclusively to the following General Terms of Business, unless the contractual parties have agreed otherwise in writing. Objections of the Customer with regard to the General Terms of Business are hereby excluded.1.2 Individual contractual fulfillments by the company EEA Tech must by set in independent certificates or specifications concerning the fulfillment on which the Customer and the company EEA Tech agree independently.2. Offers, Orders2.1 All offers of the company EEA Tech are subject to change. Any kind of special services rendered and deliveries for the purposes of providing an estimate of costs, that is, travel, dismantling, etc. will be billed to the Customer even if the planned services are not carried out at all or carried out in another manner.2.2 The legally binding contract does not come into effect as long as EEA Tech does not issue a written confirmation for the Customer, and a copy of the confirmation is sent by mail, fax or e-mail. This also applies for orders taken through an agent and orders made by telephone or fax and for changes of orders made by the Customer.2.3 If the company EEA Tech receives an order for maintenance, repair or work on parts supplied by the Customer, then this order must include a list with precise descriptions and, if necessary, measurements of individual parts. If this list is missing, than the information listed in the order confirmation from EEA Tech is considered the confirmation for the supplied parts.2.4 Unless otherwise agreed, the parts and materials replaced by EEA Tech become the property of EEA Tech , without any obligation for financial compensation arising for EEA Tech .Stav: 28. listopadu 2010 Strana 1 z 7
3. Terms of Delivery3.1 Unless otherwise agreed, delivery or acceptance takes place at the EEA Tech plant. If the Customer does not accept or take over the delivery on his own but through an agent, such agent is required to present a document demonstrating authorization to accept the goods. EEA Tech is entitled, but not required, to verify such authorization.3.2 If the Customer requires shipping, shipment can be arranged at the Customer’s cost.3.3 Partial deliveries and partial services are acceptable.3.4 Delivery dates listed by the EEA Tech company are binding only if expressly agreed in writing.3.5 If the company EEA Tech does not supply the deliveries or does not provide services, the Customer is required to provide EEA Tech with a reasonable grace period. If EEA Tech does not supply the deliveries or does not provide services within the scope of the grace period, the Customer is entitled to withdraw from the contract.3.6 EEA Tech does not bear any responsibility for delay in delivery or provision of services if such delay is caused as a result of force majeure or other unforeseen events not caused by EEA Tech , and which complicated or make impossible the delivery or provision of services for a longer than for temporary basis – including cases when these situations involve contractors or subcontractors of EEA Tech – even if delivery deadlines have been bindingly agreed upon. In such a case EEA Tech is entitled to postpone the date of delivery or provision of services by the duration of the obstacle or to withdraw from the contract. Claims for damages, without regard to legal reasons, are excluded in cases of force majeure or other unforeseeable events not caused by EEA Tech .4. Prices, terms of payment4.1 All prices are “ex works” (from plant) of EEA Tech and include legally applicable Value Added Tax in the appropriate legal amount, but do not include postage, packing or freight unless the contractual parties expressly conclude another agreement, that is, that prices are “ex works” of the manufacturer. If EEA Tech produces packaging, the costs will be billed to the Customer.4.2 All invoices are due net (free of deductions), immediately upon receipt of the invoice. Unless agreed upon otherwise, no deductions are permissible.4.3 Compensation and withholding of payment are acceptable only in the case of undisputable or res judicata claims of the Customer.Stav: 28. listopadu 2010 Strana 2 z 7
4.4 If the Customer is in arrears on payment, or if there exist justifiable doubts regarding the Customer’s ability to pay, or credit possibilities of the Customer, EEA Tech is entitled - without regard to other rights – to require payment in advance for deliveries that have not yet been carried out and make due all receivables pending from business relations immediately. The obligation of EEA Tech to supply goods or provide services is suspended for the time that the Customer is in arrears with outstanding payments. In the case of delay on payments, EEA Tech also has the right to demand default interest and the Customer will be billed in the amount of 0,05% of the outstanding balance. The Customer is considered to be in arrears with payment following the passing of 30 days from the date of due payment and receipt of invoice, and that even in the case that the Customer has not received a reminder for payment from EEA Tech .5. Transfer of Risk Risk is transferred to the Customer at the moment of acceptance of the goods or – if acceptance is not possible – at the moment of delivery of the goods.6. Delay in Acceptance6.1 The Customer is considered to be in delay with acceptance if the Customer does not pick up the goods or does not arrange their transportation within two weeks from the date when the Customer was informed of the completion of the goods or their readiness for pick-up/shipping. If a case of delayed acceptance arises, then the risk of a degradation in the state of the goods or no-fault loss of goods passes to the Customer.6.2 In the case of delay of acceptance on the side of the Customer, EEA Tech also has the right to require compensation for damages that it incurs, including but not limited to, any kind of costs for storage that arise for EEA Tech . EEA Tech further reserves the right to store the goods at any location, at the cost of the Customer, following the passing of four weeks from the date on which the Customer was informed that the goods are ready for pick up.SPECIAL PROVISIONS CONCERNING THE MANUFACTURING OF SPAREPARTS, MAINTENANCE AND REPAIRS, PAINTING AND GALVANIZING (LEGALREGULATIONS REGARDING CONTRACTS FOR WORK AND PROVISION OFSERVICES APPLY)Stav: 28. listopadu 2010 Strana 3 z 7
7. Special directive regarding transfer of risk. Section 5 of these General Terms of Business apply with the condition that in the case of a shipment, the risk is transferred to the Customer either at the moment the shipment is handed over to the authorized shipper, or at the moment when the shipment departs the EEA Tech plant for the purpose of shipping. In the case of delay of the shipment at the request of the Customer the risk is considered to be transferred to the Customer at the moment of notification of the fact that the shipment is ready for sending. Insurance for shipping will be concluded expressly at the request of the Customer and at the Customer’s expense.8. Material/objects of the Customer8.1 If any supplementary objects are supplied by EEA Tech in connection with the subject of the order, EEA Tech bears responsibility for damages to such objects only in accordance with point 13 of these General Terms of Business.8.2 The Customer grants EEA Tech retention rights with regard to any claims concerning the basic contract, for all objects provided.9. Special provisions regarding claims of defects Section 12.2 of these General Terms of Business applies with the condition that EEA Tech has the right to repair a defect or provide a new delivery.SPECIAL PROVISION CONCERNING WORK ON PARTS SUPPLIED BY THE CUSTOMER ANDSALE ( TÝKAJÍCÍ SE PRÁCE NA DÍLECH DODANÝCH ZÁKAZNÍKEM A PRODEJE (THE LEGALREGULATIONS CONCERNING CONTRACTS OF SALE, PURCHASE OF CONSUMER GOODSAPPLY)10. Retention of title10.1 The goods remain property of EEA Tech up to the moment of full payment of their purchase price. If a current account is maintained, then the retention rights apply to the entire balance on the account.10.2 If the attainable value of the above-mentioned guarantees held by EEA Tech, exceeds the receivables that are supposed to be secured, by 20 %, EEA Tech is required, upon request by the Customer, to release guarantees (based on its own consideration) in the amount by which such guarantees exceed the limit of 20 %.Stav: 28. listopadu 2010 Strana 4 z 7
10.3 If the Customer gets into arrears with payments, EEA Tech , without regard to its other rights, is entitled to withdraw from the contract and take back into its ownership the goods (at the cost of the Customer) under the assumption that it will inform the Customer of this measure and that it will set an appropriate grace period.11. Special provisions regarding claims of defects11.1 Section 12.2 of these General Terms of Business is valid under the condition that EEA Tech has the right to repair the defect or provide another delivery.11.2 In the case of sale of used goods, the period for claiming defect is one year from the date of supply of the goods.FURTHER MUTUAL PROVISIONS:12. Customer rights in case of a defect12.1 The Customer is entitled to apply the following rights only under the assumption that EEA Tech was informed in writing regarding the defect within the stated period and the goods were supplied to EEA Tech upon request without undue delay. EEA Tech bears the expenses for the least expensive method of transportation for the purpose of returning the goods.12.2 In the case of defects substantiated and announced in a timely manner, the defect may be corrected by repair or a new delivery. In the case of repair, EEA Tech must decide whether the correction will be carried out through repair or replacement of defective parts.12.3 EEA Tech may make several attempts to correct the defect. If EEA Tech does not correct the defect within an appropriate time period or if the repaired item fails definitely, the Customer may decide to withdraw from the contract or proportionally decrease the compensation.12.4 In the case of unsubstantiated claims of defects, that will result in inspection by EE Tech or a third party authorized to do so by EEA Tech, the Customer may be billed for costs associated with such inspection, including all costs borne by EEA Tech in connection with returning the goods (see section 12.1 above).12.5 The period for sending a notice of defect is two years from the acceptance of the delivery or service.Stav: 28. listopadu 2010 Strana 5 z 7
12.6 The above-mentioned restriction of compensation for damages does not apply if EEA Tech took over the guarantee for quality of the goods or if it intentionally covered up or hid the defect.12.7 All claims for compensation of damages are precluded, if the goods were used contrary to the instructions for use or with the company directives of EEA Tech, or if they were improperly installed, used or stored or if the goods were not used in compliance with the contract or in the case that the Customer or a third party performed, without permission from EEA Tech, maintenance, repair or modification of the goods, unless the Customer were to prove that such circumstances were not the cause of the defect being claimed.13. Liability13.1 Without regard to the type of breach of responsibility (including civil wrongs) rights to compensation for damages are excluded, unless it is a case of intentional error or gross negligence.13.2 In the case of violation of important contractual obligations, EEA Tech bears responsibility for any kind of negligence, however, only up to the amount of damage that is typical and predictable for such a contract. Essential breach of contractual obligation is when a Customer relied upon the fulfillment of such obligations and – under law – it was permitted. No claims can be made for compensation of damages concerning lost profits, non-achievement of assumed cost savings, claims of third parties for compensation of damages or other indirect and subsequent damages, unless the purpose of the guarantees concerning the quality characteristics provided by EEA Tech were to expressly protect the Customer from such damages.13.3 Restrictions and exclusions of responsibility in accordance with paragraph 1 and 2 do not apply to damages concerning death, personal injury or damages to health caused by fraudulent acts of EEA Tech, or to the responsibility for the guaranteed characteristics and damages in accordance with the law regarding responsibility for products. To avoid doubt, the form “Authorized Release Certificate EASA Form 1” that is issued by EEA Tech for goods, indicates only that goods thus certified may be used in aviation equipment. EEA Tech however expressly does not provide any guarantees or terms in this regard.13.4 In the scope in which the responsibility of EEA Tech is excluded or restricted, such exclusion or restriction also applies to its employees, representatives and authorized individuals.Stav: 28. listopadu 2010 Strana 6 z 7
14. Validity of national and European export directives and export directives ofthe USA14.1 The contractual parties have agreed that the legal or otherwise established national or European export directives or export directives of the USA (Export Control Regulations) apply. For this reason export of goods to certain states with dictatorship governments or regimes is not permitted.14.2 The Customer is obliged to inform EEA Tech in writing regarding any kind of export of goods to such countries and is required to obtain, in such cases, prior written consent from EEA Tech. If the Customer does not comply with these requirements, EEA Tech is entitled to withdraw from the relevant contract. The Customer then bears all costs arising from such withdrawal from the contract.15. Miscellaneous15.1 Unless the contractual parties have agreed otherwise in writing, these General Terms of Business represent the entire agreement between EEA Tech and the Customer. No concurrent oral agreements exist. All changes, appendices, cancellations concerning these General Terms of Business must be in writing. This also applies to the giving up of this requirement for written form.15.2 Deciding law in regard to the conclusion and implementation of this contract in cases of legal relations between EEA Tech and the Customer is the Czech Legal Code, with the exception of the rules concerning conflicts of legal regulations and OSN Conventions regarding contracts for international sale of goods.15.3 If any of the provisions of these General Terms of Business are found to be invalid, the validity of the remaining provisions is not affected in any way.Stav: 28. listopadu 2010 Strana 7 z 7