1.Validity of the General Ordering Terms
1.1
These General Ordering Terms are binding for the supply of goods (“Delivery”) and/or the provision of services based on a written purchase order issued by IXPERTA s.r.o. (the “Customer”) and confirmed by the addressee of the order (the “Supplier”). They form an integral part of such order. In the event of any conflict between the order and these Terms, the order prevails.
2. Order and Order Confirmation
2.1
An order becomes valid on the date it is issued by the Customer; the contractual relationship becomes effective on the date the Supplier confirms the order. The Supplier must notify the Customer of acceptance or rejection of the order by a verifiable means within 2 (two) business days of receipt, unless stipulated otherwise by the Customer. A documented fax or documented email from an authorized Supplier representative is deemed verifiable.
2.2
The Customer may withdraw the order if the Supplier has not confirmed it in writing or has not performed it to the appropriate extent within two weeks of receipt.
2.3
These Terms also apply where the contractual relationship arises by the Supplier’s performance of the order. If the confirmation and/or performance deviates from the order, the Customer is bound only if the Customer approves the deviation in writing. The Customer is bound by the Supplier’s general terms only if expressly approved in writing by the Customer. Acceptance of the Delivery and/or service, or payment by the Customer, does not constitute such approval.
2.4
Any change to the order is effective only if confirmed in writing by the Customer.
2.5
A confirmed order for a Delivery without installation is considered a purchase contract under Sections 2079 et seq. of the Czech Civil Code. A confirmed order for a Delivery with installation and/or commissioning is considered a contract for work under Sections 2586 et seq. of the Civil Code.
3. Supplier’s Performance
3.1
Confirmed delivery dates are binding on the Supplier. Timeliness is determined by:
a) for Deliveries without installation: the date of documented receipt (including unloading) of the complete Delivery at the destination specified in the confirmed order;
b) for Deliveries with installation and for services: the date of documented acceptance by the Customer’s authorized representative.
3.2
If delay is imminent, the Supplier must immediately inform the Customer and request instructions.
3.3
For delay against a confirmed date, the Customer may charge a contractual penalty of 2% of the value of the affected performance per day of delay. Payment of the penalty does not affect the Customer’s right to damages.
3.4
The Supplier warrants that its performance (Delivery and/or service) is free from defects, factual and legal, and that no third-party rights are infringed.
4. Prices
4.1
Unless agreed otherwise in writing, the price stated in the order is final for the complete scope and includes transport to the destination, insurance, packaging, taxes (except VAT), customs and administrative fees, as well as documentation, installation, and testing (if required). VAT is invoiced separately in line with applicable law.
5. Invoices
5.1
Invoices (tax documents / advance invoices) must meet all statutory requirements and include the order number and the item numbers/names (codes) for each line. Missing data renders the invoice unpayable.
5.2
A copy of an invoice must be clearly marked as a duplicate.
5.3
Tax documents must be issued in line with the taxable supply date under applicable law.
5.4
The taxable supply date is the date of duly confirmed delivery note (Deliveries without installation) or the handover/acceptance protocol (Deliveries with installation) signed by an authorized representative (see also 7.2).
6. Payments
6.1
Unless agreed otherwise in writing, the Customer’s payment term is 60 days from the date of verifiable receipt of the invoice. The Customer is not obliged to pay if the delivered goods and/or services do not meet the order requirements.
6.2
Payments are made by bank transfer to the Supplier’s account.
6.3
The payment date is the date the amount is debited from the Customer’s bank account. 6.4 Payment does not constitute acknowledgement that the Delivery and/or service meets the order requirements.
7. Shipment, Transfer of Title and Risk
7.1
The Supplier must ensure that: a) every shipment includes a packing/delivery note clearly stating contents and the full order number; b) each package/collo bears a clear label with contents and the full order number; c) dispatch of any shipment requiring the consignee’s presence/assistance at destination is promptly notified in writing to the Customer/consignee, with contents and the full order number.
7.2
Unless agreed otherwise in writing, title and risk pass to the Customer: a) for Deliveries without installation: on the date of documented receipt (including unloading) of an undamaged shipment at the destination per the confirmed order; b) for Deliveries with installation: on the date the handover/acceptance protocol is signed by both parties’ authorized representatives.
7.3
Where transport costs to destination per the confirmed order are payable by the Customer but transport is arranged by the Supplier, the Supplier may invoice only usual transport costs or such costs as pre-approved by the Customer. Any higher costs, unless agreed in advance, are borne by the Supplier.
7.4
If transport to destination is the Supplier’s obligation, the Supplier must insure the shipment against transport risks. If transport is the Customer’s obligation, the Customer insures such risks; where the Supplier still arranges transport, it must avoid double insurance—any redundant insurance is not paid by the Customer. This does not exclude the Supplier’s liability for damage caused by breach or neglect during transport.
8. Quality Warranty and Liability for Defects
8.1
Unless agreed otherwise in writing, the Supplier provides a 24-month warranty starting from the transfer of risk (see 7.2). For goods supplied by the Customer to a third party unused (standalone or as part of a whole), the warranty starts upon acceptance by that third party, but ends no later than 3 years after transfer of risk.
8.2
For defects existing at transfer of risk or arising during the warranty, the Supplier shall, at its cost and at the Customer’s option, remedy the defect or replace the goods and/or service within 5 business days of the Customer’s claim, unless otherwise agreed. The choice of remedy must follow fair commercial practice. This also applies where incoming inspection was limited to sample checks.
8.3
If the Supplier fails to remedy/replace within a reasonable additional period set by the Customer, the Customer may:
a) withdraw from the contract in whole or in part (without paying any related costs); or
b) demand a price reduction; or
c) remedy the defect or arrange a replacement itself or via a third party at the Supplier’s cost, without prejudice to warranty/liability rights.
Along with these rights, the Customer may claim damages and lost profit. This also applies if the Supplier declares it is unable to remedy/replace.
8.4
Where the Supplier is in delay and the Customer needs immediate remedy, the Customer may remedy the defect without granting extra time, at the Supplier’s cost.
8.5
Costs incurred by the Customer to remove consequences of the Supplier’s breach and to remedy all defects shall be reimbursed by the Supplier upon the Customer’s written notice specifying due date and supporting the amounts. This includes wasted costs incurred for processing or modifying the goods for the above purpose.
8.6
Unless agreed otherwise in writing, claims for defects may be raised by the Customer:
a) within one month from transfer of risk / performance of the service; or
b) within one month from discovering the defect, if the goods were unused and the defect was found during further processing/modification or on supply to a third party.
For defects covered by the warranty, claims may be raised until the warranty expires.
8.7
The above rules apply accordingly to repairs/replacements performed to remedy defects.
8.8
Costs of transporting defective items back to the Supplier and/or replacements to the destination per the confirmed order, including risk in transit, are borne by the Supplier.
8.9
Unless agreed otherwise in writing, the Supplier must, for 10 years after the Delivery, perform or arrange post-warranty repairs (including spare parts) for reasonable consideration, where applicable. If production of spare parts is discontinued, the Supplier must promptly notify the Customer and secure an alternative solution on similar terms.
9. Subcontracting
9.1
Subcontracting any part of the Supplier’s performance without prior written consent of the Customer is not permitted. If it occurs, the Customer may withdraw from the contract in whole or in part and claim damages.
9.2
If the Customer reasonably objects to a specific third party, the Supplier must promptly replace it or perform the scope itself, without changing the agreed deadlines.
10. Customer-Provided Materials, Tools, Samples, and Information
10.1
Material owned by the Customer and provided to the Supplier must be stored separately, free of charge, properly labeled and recorded, and used only for the Customer’s orders. In case of damage or loss, the Supplier must replace it at its own cost. The same applies to material procured by the Customer for the Supplier for consideration. If provided free of charge, the material remains the Customer’s property.
10.2
Processing/modifying Customer-owned material is performed for the Customer. The Customer becomes the owner (or co-owner) of the processed material or the new item. If not legally feasible, the parties agree that at every stage the Customer is the owner of each new item/intermediate product, which the Supplier must hold free of charge with due professional care.
10.3
Tools, molds, samples, models, profiles, drawings, standards, print masters, and instructions provided by the Customer, as well as items manufactured from them, must not be made available to third parties or used for other purposes without prior written consent. They must be protected against unauthorized access/use. The Customer may demand their return if obligations are breached.
10.4
Information obtained from the Customer that is not public or otherwise lawfully obtained must be protected by the Supplier from third-party access.
11. Data Provision for International Trade Controls
11.1
The Supplier must comply with all applicable national and international trade laws relating to export control, customs, related taxes/fees, and international trade (collectively, “Trade Laws”). The Supplier must obtain necessary export licenses/authorizations, unless Trade Laws require the Customer or a third party to obtain them.
11.2
The Supplier shall provide in writing, without delay and no later than the performance date, all data and information needed for the Customer to comply with applicable Trade Laws for export, import or (in case of resale) re-export of the products/services. In particular, for each product/service the Supplier shall provide: a) ECCN under the U.S. Commerce Control List (if subject to U.S. EAR); b) all relevant export list numbers, especially AL under EU rules; c) the statistical commodity code under current trade statistics/HS classification; d) country of origin (non-preferential); e) supplier’s declaration of preferential origin (EU suppliers) or a preferential certificate (non-EU suppliers), if requested; (all the above collectively the “Data”).
11.3
If origin/characteristics of products/services or applicable Trade Laws change, the Supplier must update the Data and provide it in writing without delay and no later than the performance date. The Supplier shall reimburse the Customer for any costs or damage arising from incomplete or incorrect Data.
11.4
The Customer’s performance is conditional on the absence of obstacles under Trade Laws and/or embargoes/sanctions. The Customer is not liable for non-performance due to such obstacles
12. Supplier Code of Conduct
12.1
The Supplier shall comply with all laws and regulations. In particular, the Supplier shall not, directly or indirectly, engage in corruption, violations of fundamental human rights of employees, or child labor. The Supplier is responsible for health and safety, environmental compliance, and for encouraging adherence to this Code by its own suppliers. If the Supplier culpably breaches these duties, the Customer may—without prejudice to other rights—withdraw from or terminate the contract/order. If the breach is remediable, this right may be exercised only after a reasonable cure period set by the Customer expires without remedy.
13. Assignment and Set-Off
13.1
Assignment of the Supplier’s receivables against the Customer to a third party requires the Customer’s prior written consent.
13.2
The Customer may set off its due receivables against the Supplier’s due receivables.
14. Governing Law and Jurisdiction
14.1
Legal relations arising from or connected with the Customer’s orders are governed by the laws of the Czech Republic, in particular Act No. 89/2012 Coll., the Civil Code, as amended.
14.2
The venue for court proceedings is the commercial court with jurisdiction over the place where the order was issued, unless mandatory law provides otherwise.
15. Language
These Terms are drawn up in Czech. In case of any discrepancy or ambiguous interpretation arising from a translation, the Czech version shall prevail.
_________________________________________
IXPERTA s.r.o.
Lihovarská 1060/12
190 00 Prague – Libeň
Czech Republic
Company ID (IČ): 27599523
VAT ID (DIČ): CZ27599523
Data Box ID: kp6z92b
Registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 117991.
Bank Details
UniCredit Bank Czech Republic and Slovakia, a.s.
Nám. Republiky 3a/2090, 110 05 Prague 1, Czech Republic
Account Numbers: CZK: 513686001/2700, EUR: 513686028/2700
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