Ogólne warunki zakupu LAC s.r.o.
1.1 These General Purchase Terms (hereinafter the “Terms”) apply to all contractual relationships between LAC, s.r.o., a limited liability company with its seat at Topolová 933, 667 01 Židlochovice, Czech Republic, Reg. No.: 46903470, as the Buyer (hereinafter the “Client”) and parties with whom as sellers a purchase agreement shall be entered into (hereinafter each referred to as a “Supplier”).
1.2 These Terms are an integral part of any purchase agreement entered into between the Client and Supplier (hereinafter the “Agreement”), and they apply to all legal relationships established between Client and Supplier, unless otherwise agreed in writing.
1.3. All changes and additions hereto must be in written form in order to become effective. Provisions that deviate from these Terms may be agreed upon in a written agreement. Any differing provisions in a written agreement shall supersede the provisions of these Terms.
1.4 Any terms other than these Terms shall not be accepted for entering into an agreement or for its implementation, and their use is therefore excluded in advance.
2. Entering into an Agreement and Changes thereto
2.1 The Client may order the subject of the agreement via a written proposal for entering into an agreement (hereinafter referred to as an “Order”), which shall be sent to the Supplier via e-mail. The Client shall be bound by an Order for a period of 7 days from the date when it is sent. If by that time the Client does not agree to it or issue a confirmation in accordance with point (2.2) of the Terms, the Order shall lose its effectiveness. Unless otherwise agreed, the Client shall specify in the Order, at least what is being ordered, the quantity/amount, the price, the shipping method and the deadline for delivery.
2.2 The Agreement shall be established upon acceptance of the Order by the Supplier, as soon as the Client is delivered a written statement of the Supplier’s consent with the Order or confirmation of the Order by the Supplier. The Supplier may indicate the consent with the Order directly in the Order and send it back to the Client.
2.3 Any deviations from the Order shall be considered to be the new proposals for entering into an agreement, by which the Supplier shall be bound for a period of 7 days from the date of delivery of such a proposal to the Client for entering into the agreement. If by the expiration of that period, the Client does not send the Supplier a written confirmation of acceptance of the proposal for entering into the agreement, then it shall be assumed that the agreement will not be entered into.
2.4 The confirmation of receipt of the Order must be in a written form and must be delivered within 24 days of when it is sent. The Order and the confirmation of the Order may be sent by post, fax, e-mail or via another means of electronic communication, unless the Client specifies a different delivery method in the Order. Upon entry into the agreement, any prior arrangements and correspondence with legal effectiveness relating to the contents of the agreement shall lose their validity.
2.5 In the event of receipt of the Order after the expiration of the period specified in point (2.1) of these Terms, during which the Client is bound, an agreement shall be established, only if the Client does not issue a written refusal of the Order due to its late delivery.
2.6 Either party hereto may withdraw from the agreement under the conditions defined by law, if the other party seriously breaches the agreement or these Terms. Examples of serious breaches based on these Terms include:
- delay on the Client’s side with payment of the price for goods by more than 30 days following the payment due date of a properly issued invoice
- delay on the Supplier’s side with delivery of goods, lasting more than 7 days
- delay on the Supplier’s side with removal of claimed defects, lasting more than 15 days
The circumstances referred to below shall not be considered to be breaches of the agreement, if they occur as a result of force majeure. The definition of force majeure includes events such as natural disasters, terrorist attacks, war or other interventions or other objectively understood events that change the conditions that normally exist, when a contract is entered into and which has a direct impact on the ability to fulfil the Supplier’s obligations. The Supplier is required to inform the Client about force majeure circumstances and to submit relevant evidence, within 5 business days from the date, when they arise. Should the Supplier fail to take this step, the Supplier shall lose the right to appeal effects of the force majeure. The deadline for delivery of the goods in the event of force majeure shall be moved forward by the duration of the force majeure circumstances. However, the Supplier is obliged to take all possible steps to shorten the delay.
2.7 The effectiveness of the agreement shall end, when a written statement of withdrawal from it is delivered to the other party with an explanation of the reasons for withdrawal.
3.1 Unless otherwise agreed, in accordance with point (2.1) of these Terms, the Client shall decide about the shipping method and shall notify the Supplier of this in the Order. If the shipping method is selected by the Supplier, the Supplier shall be required to choose the most advantageous shipping method in terms of costs and delivery time. Unless otherwise agreed upon, the Supplier shall be liable for any risks stemming from shipping of the goods.
3.2 Unless otherwise agreed upon in writing, the Client shall pay packaging and postage fees. The Supplier shall be responsible for ensuring that the goods are delivered in the quantity, level of quality and design specified by the agreement and shall prepare the goods for shipping using the shipping method agreed upon contractually.
3.3 The goods will be protected during shipping by appropriate packaging resistant to the effects of weather and shipping.
4. Examination and Inspection
The Supplier must inform the Client upon request about the goods delivery progress. The Client will be entitled at any time to check the Supplier to determine the conditions for fulfilment of the agreement.
5. Delivery Deadlines
5.1 The delivery deadline, indicated in the Order and/or in the confirmation of the order, has been set as a specific date. If the Supplier discovers after the agreement is entered into that a delivery deadline cannot be fulfilled, the Supplier shall immediately inform the Client in writing of the causes and of the likely duration of the delay. The Client is entitled to provide the Supplier with a substitute deadline for goods delivery.
5.2 If the Supplier does not fulfil the delivery deadline or substitute delivery deadline, the Supplier shall be required to pay the Client a contractual fine for
each day of delay in an amount that has been agreed upon for such situation between the contracting parties, specifically in the amount of 0.1% of the price of the undelivered goods.
5.3 The Supplier is required to reimburse the Client for costs that the Client has incurred in connection with a delay of goods delivery or a defective delivery, and/or with withdrawal from the agreement for such reasons. This provision shall not affect the Client's entitlement to compensation for damages, including lost profit. The delivery deadline has been set for the Client’s benefit.
6. Delivery Terms
6.1 The Supplier is not authorised to retain goods due to any receivables owed to the Supplier by the Client nor to unilaterally apply them against receivables of the Client to the Supplier for the price of goods.
6.2 The delivery location shall be understood as the Client's production place, unless otherwise arranged in the agreement.
6.3 The Supplier is required to present a document to prove each delivery, even partial deliveries (a freight certificate, label, accompanying certificate, delivery certificate, packaging sheet, loading certificate, declaration of conformity, a document proving performance of output inspection and any other documents required in the order, hereinafter “Documents”), sent to the address to which the delivery is sent or handed over personally at the address, where the delivery is supposed to be handed over. The Supplier shall send all documents necessary for proper acceptance of the delivered goods no later than with the delivery.
6.4 The documents must contain, in particular, the order number, the gross and net weights, the names and addresses of the contact persons for the Supplier and Client, the intended destination and date of sending the delivery, the item number in the catalogue, labelling of the item, the price per unit of goods, information of the package, specification and the quantity of delivery and in the event of a partial delivery also the quantity or amount that still need to be delivered.
6.5 All deliveries (pieces, postal delivery, delivery by rail, etc.) must be labelled by the Supplier always with the exact address and order number on the external side of the goods packaging.
6.6 If the Supplier assembles goods in a single parcel, which is delivered within the scope of multiple contracts, each delivery shall be reported separately and billed in a separate invoice, unless otherwise agreed upon.
7. Payment Terms and Details for the Invoice
7.1 The price of goods specified in the agreement shall be billed by the Supplier in an invoice, which shall either be submitted to the Client upon the handover of the goods or sent separately after delivery of the goods (electronically, by post).
7.2 The invoice must contain all of the details required for a tax document, including the order number.
7.3 If the Supplier does not fulfil these conditions, the Client will consider the invoice to be incomplete, and it will be sent back for completion with specification of particular shortcomings. Until the corrected invoice is delivered, the Client shall not be considered delayed with payment, and as of the delivery of the corrected invoice, the period until maturity of the invoice shall start running again.
8. Due Dates
8.1 Unless otherwise expressly agreed, the Supplier’s invoice must be paid within 60 days from the date of its delivery or from the actual date of delivery, whichever is later.
8.2 Interest for delay may be imposed in an amount defined by law, specifically the Civil Code.
8.3 Payment shall be made by bank transfer to the Supplier’s bank account specified in the heading of the agreement, which must be registered by the relevant tax administrator and made public in a manner enabling remote access. If the transfer of the payment to an unregistered account is required by the Supplier, then VAT shall be deducted from such payment and transferred directly to the relevant tax administrator for the purposes of special securing of the tax pursuant to Section 109a of Act No. 235/2004 Coll., the VAT Act, as amended, and then the remainder of the payment, not including VAT, shall be transferred to the Supplier. An invoice shall be considered to be paid, when the respective amount is debited from the Client’s account.
8.4 Payments received from the Client shall firstly be applied toward the principal and then toward the interest.
9.1 The Supplier shall provide the Client with a warranty for the quality of the contractual goods. Unless otherwise specified in the agreement, the warranty period shall last a minimum of 24 months.
9.2 The warranty period shall begin running as of the date of delivery of the goods to their intended destination. The warranty period shall not include the periods of time, during which the Client cannot use the goods due to their defects (from delivery of the complaint to the Supplier until the Supplier resolves it). The warranty duration shall be extended by that period.
9.3 The Supplier is responsible for ensuring that during the warranty period, the goods will have the characteristics agreed upon in the agreement or usual characteristics. The Supplier shall be liable for defects that the goods have at the time of their delivery or handover to the Client and for defects that have appeared during the warranty period.
9.4 A complaint may be submitted in writing without undue delay after discovery of the problem, at the address of the Supplier’s registered seat, no later than on the last day of the warranty period, and a complaint sent by the Client to the Supplier on the last day of the warranty period shall be considered to be applied in time. A complaint may be sent by post, fax, e-mail or via another means of electronic communication. The defects must be described in the complaint, and it must be stated, how they appear. The Client is also required to state, how the Client wishes to remove the defect. The Contracting Parties have agreed that if defects occur during the warranty period, the Client shall be entitled to require and the Supplier shall be required to ensure removal of defects for which the Supplier is liable and must remove them free of charge and provide substitute fulfilment, unless the Client and Supplier agree otherwise.
9.5 The Supplier is required to notify the Client in writing, no later than within 3 days after receipt of the complaint, of whether the Supplier recognises the complaint as legitimate or why it is not deemed legitimate. Should the Client fail to do this by the deadline specified above, it shall be assumed that the complaint has been deemed legitimate. The Supplier shall be required to remove any defects that appear during the warranty period without undue delay, no later than within 15 days from the delivery of the complaint to the Supplier, unless otherwise agreed upon in a specific situation.
9.6. If the Supplier is delayed with the removal of claimed defects by more than 15 days, the Client shall be entitled to withdraw from the agreement, and the Supplier shall be required to return the paid price for the goods to the Client without undue delay, with applied interest for delay, unless the Client has exercised the right to refuse to pay for the goods in the extent of their defects.
9.7 If the Supplier does not refund the price of the goods without undue delay, but no later than within 3 days from the date, when the Client withdraws from the agreement, the Supplier shall be required to pay the Client a contractual fine, which has been agreed upon between the parties in the amount of 20% of the owed amount.
10. Quality and Protection
10.1 If the delivered goods have hidden defects following expiration of the warranty period and if the contracting parties do not agree otherwise, the Supplier shall be required to remove the defects by the deadline specified in point (9.5) hereof, unless the parties have agreed otherwise. If the defects cannot be removed by that deadline, the Client shall be required to act in accordance with points (9.6) and (9.7) hereof.
10.2 The Supplier shall also ensure that the goods fulfil the applicable legislation of the Czech Republic, particularly the provisions related to occupational health and safety.
11. Documentation and Confidentiality
11.1 The Supplier is required to take all possible measures to prevent any documents of the Client and any production, commercial or technical information shared with the Supplier by the Client (including characteristics that can be derived from provided items, documents or software, including all related know-how and experience (hereinafter referred to collectively as “information”) from becoming accessible by third parties. Such information shall remain the exclusive property of the Client. Without the Client’s prior consent, the Supplier may not use such information for the Supplier's own or any third parties’ needs, nor duplicate or use the information for commercial purposes other than deliveries to the Client.
11.2 Products produced based on confidential information or documentation prepared by the Client (sketches, models, etc.) or produced using the Client’s tools must neither be used by the Supplier nor provided to third parties.
12. Work Performance
Persons carrying out work at the Client’s workplaces during fulfilment of the agreement must comply with relevant business regulations. Liability for accidents suffered by such persons in the Client’s workplaces is excluded, except in cases when they are caused by deliberate or gross negligence involving a breach of the Client’s obligations.
13.1 In the agreement and in the invoice, the Supplier shall indicate, whether the delivery includes any returnable packaging. The deposit for the returnable packaging shall be billed to the Client. The Supplier undertakes to buy such packaging from the Client for the invoiced price, minus the value corresponding to wear and tear, if the Client does not return it within 18 months, at the latest, from the goods delivery date.
13.2 The Client shall pay for return shipping to the Supplier, unless otherwise arranged in the agreement.
14. Final Provisions
14.1 Should any circumstances arise preventing proper fulfilment of the agreement, this must be reported to the other party hereto without undue delay.
14.2 The wording of these Terms, as well as the wording of the agreement shall be binding also for the potential legal successors of the Client and Supplier. Either the Client or the Supplier may transfer rights and duties stemming from the Terms and from the agreement to a third party only with the written consent of the other party hereto.
14.3 Any legal relationships stemming from the agreement that are not regulated by the agreement or by these Terms shall be governed by the applicable laws of the Czech Republic, particularly relevant provisions of the Civil Code.
14.4 The Supplier hereby declares and confirms by signing the agreement that the Supplier has become familiar with the contents hereof, has understood them and approves them.
14.5 The parties hereto shall initially attempt to resolve any disputes arising from or in connection with the agreement through bilateral negotiations. However, should they fail to resolve a dispute through negotiations, they may refer it to a court with relevant jurisdiction in the Czech Republic. Local jurisdiction will be determined based on the location of the Client’s registered seat.