TRIPLAST s.r.o. Registered in the Commercial Register at the Regional Court in Ostrava, Part B, Insert C 69231
These General Terms and conditions hereinafter GTC apply to all services, proposals, quotes, contracts and agreements and their implementation between TRIPLAST s.r.o. hereinafter TRIPLAST, and its contractors, unless the parties have deflected from these GTC in written.TRIPLAST rejects the use of any other trading conditions, unless both parties agree to the different GTC in written. These terms and conditions are also published on the Company's website TRIPLAST located on the Internet at www.triplast.cz
All offers from TRIPLAST are always non-binding. TRIPLAST is bounded with own offers only in the case of written acceptance. Unless otherwise stated, the quoted prices are without VAT.
3. Delivery of Goods
- Unless otherwise agreed, the contractor is obliged to accept the purchased goods at the moment when it is delivered, or when it is made available. If the contractor refuses acceptation of the purchased goods or consumption of goods can be blamed for the missed regarding the communication of information or instructions necessary for delivery, the goods will be stored at the expense and risk of the contractor. In this case, the contractor is required to pay any additional costs, including storage costs. In this context, the company TRIPLAST is entitled to exercise against the buyer the payment of so-called Storage expenses amounting to 0.1% of the price of the goods stored for each new calendar day.
- Delivery times will be no longer than 30 days from the date of written confirmation of the order, unless the parties have agreed otherwise.
- TRIPLAST reserves the right to deliver the goods in separated deliveries. This does not apply if a partial delivery has no independent value. In the case of partial deliveries, the company TRIPLAST is entitled to invoice each partial delivery separately. In the event that the buyer does not accept the goods properly and on time, the seller has the right to withdraw from the contract with the effects of a unilateral declaration of withdrawal upon delivery of a written resignation to the buyer. TRIPLAST has in this context the right to apply the reimbursement of all costs incurred, as well as a claim for loss of profits to the purchaser.
- The purchaser is obliged to place the order in writing, sent by electronic mail (email) or post, the order must include a full identification of the buyer (company name and registered office / place of business, VAT registration number (if VAT payer), company registration, contact person including phone and e-mail), and its specification goods according to the current price list his number, grade and quantity. Furthermore, the method of delivery with precise information on the location and special requirements. In accordance with the Incoterms rules from r. 2010 Name and signature of authorized representative of the buyer (in case of electronic orders suffice name and function). Such an order will be binding to the seller upon its written confirmation, within which there is also the conclusion of a specific delivery time (accepting the proposal delivery period specified in the order, eventually specifying the delivery times according to the seller's option).
- Goods will be delivered in the usual quality and design. Goods can be delivered in an amount such that the maximum difference between the amount determined under this contract and the amount actually delivered goods may be + - 10%.
- The buyer agrees to return the confirmed delivery note for each delivery of goods unless the parties have agreed otherwise.
- The Parties hereby declare that the mutual electronic exchange of data has the nature of a written legal act and is equivalent to otherwise commonly used form of written communication and at the same time explicitly acknowledge that such transfer of information may give rise to liabilities that are legally valid and on the basis of the It can seek compliance.
- Buyer shall not transfer the rights and obligations of the purchase agreement to a third party without the prior written consent of the seller. Buyer agrees that the seller might as assignor to transfer its rights and obligations under the purchase contract or part of the purchase contract to a third party.
4. Delivery time and unpredictable circumstances
- the agreed delivery date is not final unless it has been explicitly agreed. The contarctor shall notify TRIPLAST in written about the delay and provide a minimum period of 10 working days for additional performance.
- If it is exceeded an agreed delivery deadline due to unforeseeable circumstances, contractual partner can’t claim on this basis any entitlement to compensation. In the case of unforeseeable circumstances from Triplast contractual partner is not entitled to waive compliance of contract or interrupt or ask for termination of whole contract or any part of it.
- In the case unforeseeable circumstances, which means even hampering the fulfillment of obligations of Triplast, Triplast company has a right to choice own option to defer the fulfillment of its obligations or nullify contracts or consider contract as canceled, without create of obligation for compensations.
In this case Triplast cancel the contract only if unforeseeable circumstance/s takes or will take longer than 30 days.
- Unforeseeable circumstances, inter alia, means any circumstances not cause by the company Triplast it self, like illness of employees or the lack of personnel, strike, breakdown of machinery, lack of transport possibilities and limitations and delays caused by government measures, which was caused by (contractual) partners, which the company Triplast at its operation depends.
- In the following cases, but not limited to, the contractor is in delay without prior notification if:
- If Triplast after signing the contract receives information that is Triplast give reason to concern that the contractor does or will not fulfill its obligations.
- If Triplast requires guarantee from contractor when signing contract as a assurance of performance and this assurance will not be complied in contracted period or will not provide a sufficient extent.
- In case of delay on the contractor side, the company Triplast has a right to suspend the further execution of the contract or cancel the contract without touching the right of the company Triplast to claim compensation. In this case the company Triplast is also entitled to suspend the implementation of all existing contracts with a contractor or cancel these contracts. The company Triplast has also right with respect to these agreements to require advance payment or change the way of delivery, even for these contracts were negotiated a different delivery or paymens terms.
6. Termination of contract
- Each Party may terminate the Agreement in written by mutual agreement and in compliance with the notice period 30 days, unless there are reasons which would be necessary to promptly notify TRIPLAST which would justify immediate termination of the contract.
- The Agreement is terminated in each case in these situations, even without prior notice
- in case of expiry;
- in case of cancellation of a court decision;
- in the case of insolvency or suspension of payment on the part of the contractor or loss of competence of freely access its assets on the part of the contractor.
- in case of serious reasons which can not be reguested from TRIPLAST for continuation of the contract, the company TRIPLAST has rights to terminate the agreement in written. These reasons may be the following situations (not limited to those):
- If with regard to persons and / or material that TRIPLAST uses when performing the contract, there are circumstances that make it impossible to implement the agreement or increased costs and / or implementation disproportionately expensive that it can not require proper performance of the contract.
- If the contractor fails to comply with its contractual performance (payment) obligations.
- If the contractor refuses relevant cooperation necessary for the proper execution of the contract.
- If the contractor behavior towards employees or customers of TRIPLAST prevents it from continuing the provision of services.
- If the average value of the price levels of raw materials increased by more than 20% of the contracts already concluded between TRIPLAST and contractor.
7. Retention of title
- Goods supplied by TRIPLAST remains its property until the moment the contractor meets all of the followingobligations arising from any contracts with TRIPLAST:
- mutual performing with regard to the delivered goods or goods that have yet to be delivered.
- when receivable based on one or more unfulfilled contractual obligation from contractual partner.
- Items supplied by TRIPLAST that, pursuant to paragraph A of this article is to the reservation of title may be resold only in the normal course of business. Unless the total payment the contractual partner isn‘t entitled to give the goods in the pledge to third parties or used as collateral in the maximum sense against third parties. If the contractual partner sells goods loaded subject property to a third party, he is obliged to assign the claim that under this distribution arises from TRIPLAST.
- If the contractor neglects the performance of his duties or if there is legitimate concern that it neglects, the company TRIPLAST is entitled to the goods supplied, which is burdened with reservation of ownership under paragraph A of this article, withdraw from the contractor or third parties which retained the goods for the Party. The contractual partner is obliged to provide all requested cooperation, otherwise, it must pay a penalty in the amount of
10% of the outstanding amount per day. If the third party wants to make assert his right for goods delivered with reservation of ownership, the contractual partner is obliged to notify Triplast as quickly as can be assumed.
- The contractual partner agrees that, based on a single call from the TRIPLAST:
- consistently provide goods delivered with reservation of ownership against damage by fire, explosion and water and against theft and submit to inspection by the relevant insurance policy.
- gives all its claims against the insurer of the goods delivered with reservation of ownership to pledge the company TRIPLAST in the manner set out in the Civil Code of Republic Act no. 89/2012 Coll. Section 3 and subsections in full.
- gives its receivables from the resale of goods supplied to him by Triplast subject property to pledge the company TRIPLAST in the manner of the Civil Code Republic Act no. 89/2012 Coll. Section 3 and subsections in full.
- mark the goods delivered with reservation of ownership as property "TRIPLAST";
- will provide other assistance during all the steps that the company Triplast will plan in order to ensure their right to property and that the contractor will not unduly restrict the current implementation of its business.
8. Warranty and Quality
Triplast assumes no additional liability or guarantee in excess of the contractual agreements and without more detailed description of the contractual TRIPLAST assumes no liability for the quality of delivered goods.
9. Liability for Defective Goods
The contractor must inspect the goods purchased, respectively be checked upon delivery, or if this is not so immediately afterwards. At the same time the contractor is required to determine whether the delivered goods corresponds to the contract, specifically:
- whether the correct goods have been delivered
- if the quality of the delivered goods (quantity) corresponds to the agreement
- whether the delivered goods meet the agreed quality requirements or if such requirements exist requirements that could be placed due to normal use and / or goods for commercial purposes.
- Complaints for defective goods must be delivered within 10 days in written delivered to the TRIPLAST.
- In case of visible defects the contractor is required within 10 days of delivery notified TRIPLAST.
- Invisible defects must be notified to Triplast in written within 10 days after their discovery, but no later than 30 days after delivery.
- Even if a timely claim, the contractor is required with respect to an active order to meet their payment obligations and collection of goods. Goods can be returned only after written consent from the company TRIPLAST.
- Complaints notification must include:
- Number of the purchase contract, invoice and delivery note
- description of the defect or determine exactly how the defect demonstrates itself
- the number or volume of defective goods
- the method for detecting defects in the goods.
- product label (label absence shall constitute grounds for immediate rejection of the complaint)
- In the case of compliance with the deadline by the buyer the right to complain expires.
- If the buyer does not exercise his right in time or is a minor breach partial purchase contract the buyer has the right to remove defects or a reasonable discount on the purchase price in accordance with § 2107 et seq. Law no. 89/2012 Coll., Civil Code, as amended.
- Both Parties with regard to all the circumstances relating to the conclusion of the purchase agreement state that the total foreseeable damage, including lost profit, which could purchaser arise in connection with the contract amounts to a maximum amount equal to the purchase price of successfully claimed goods, negotiated in the relevant purchase agreement, to which the injurious buyer binds.
10. Price Range
In the event that the company TRIPLAST concluded with a contractor a certain price agreements TRIPLAST has the right to increase prices. Triplast Company is authorized to translate into wage growth rates and an increase in raw material prices.
11. Payment Terms
- The payment must be within 14 days from the invoice date unless otherwise agreed in written by:
- payment of the legal means of payment at business point of Triplast company.
- transfer the amount to the bank account specified by TRIPLAST.
- After the expiration of the agreed maturity period is the Invoice overdue, so the customer must pay amount due to contractual default interest rate of 0.05% for each new calendar day from this day.
- Payment must be made without cuts or compensation.
- Payments made by the contractual partner are used primarily to cover all costs (which includes the cost of legal advice), then to reduce the already calculated interest on the total invoiced amount and subsequently to pay the whole amount invoiced and the actual interest, the payment by the contractual partner are always settlement to the oldest unpaid invoices, even if the contractor stating that the payment relates to a later, respectively another invoice.
- The buyer is not entitled to retain the purchase price or part thereof by reason of any own claims against the seller.
- The buyer is not entitled to any offset own claims to the purchase price, even if these claims based on the rights of the complaints raised in time.
- The date of payment of the purchase price means the day of crediting the sums to which it binds maturity date, the seller's account specified in the contract or in the related accounting document (invoice).
In the case of missed or delay of the contractor with respect to one or more obligations, are all reasonable out-going assessment costs to meet these obligations on account of the contractual partner. These costs are set at 15% of the total invoiced amount. If TRIPLAST may prove higher expenses, which were justified and necessary, these costs also come at the expense and risk of the contractor.
- The contractual partner must pay court costs of all instances. This provision applies only if the Triplast a lead contractor with respect of a contract to which apply these GTC, judicial proceedings and has been issued by lawful court judgment on the basis of the contractual partner is wholly or mostly wrong.
- TRIPLAST's liability is limited to the amount provided by the insurance, In the event that this liability covered by the respective insurance.
- Liability is in any case limited to an amount related to the contract.
- Limitation of liability specified in paragraphs A and B of this Article shall not apply if the damage was based on intent or gross negligence on the part of TRIPLAST.
- The provisions of paragraphs B and C of this Article shall also apply to third-party companies involved by TRIPLAST. The contractual partner protects TRIPLAST against claims of third parties.
All disputes Between the contractor and TRIPLAST which will be solved in the court will be settled only in Court in Olomouc In contrast to statutory provisions on civil law jurisdiction for all disputes
- Both parties hereby agree not to disclose any information to third parties that acquired in connection with transactions under the purchase agreement, or those that could harm relations between the two Parties or the rights and interests of one of the parties.
- TRIPLAST is entitled to use the company name, title or name of the buyer for their marketing purposes.
- The buyer is not entitled to use any TRIPLAST’s items forming the Intellectual Property (as photos, graphics or text) without its written authorization.
Applicable law: the exclusion of the Vienna Convention on the International Sale of Goods
- For all contracts between Triplast and the contractor applies Czech law, even if the execution of the contract takes place outside the Czech Republic. If these General Terms and Conditions in addition to the wording in Czech language are also available in the wording of another language are in case of differences decisive significance only the Czech version.
- The applicability of the Vienna Convention on the International Sale of Goods is excluded.
17. Amendments to GTC
- Triplast has the right to change these Terms. These changes entry into force by the time they are officially published. Triplast company obligates itself to send a new version of GTC to contractors. Unless the date of coming into force is not specified, entering into force for contractors by the date of its manifestation to contractor.
- The Parties undertake not to acts performed under these terms and conditions any dispute or claim as invalid only because the transaction was made in the form of electronic data interchange. The Parties hereby declare that electronic messages and records are acceptable evidence and also undertake not to attack or not question the admissibility in evidence of acts performed by means of electronic data interchange.
- If any provision of the Terms and Conditions is invalid or ineffective, or becomes, instead of the invalid provision a provision whose meaning is invalid provision comes closest. The invalidity or unenforceability of one provision is without prejudice to the other provisions. The contents of the purchase contract can be changed only legal acts in written or stricter form. Ability to change the content of the purchase agreement in another form is excluded.
18. Cookie files
In Olomouc date 31-01-2017
CEO of the Triplast s.r.o.
2017 © ALL RIGHTS RESERVED - TRIPLAST S.R.O. MADE WITH LOVE BY TRIPLAST TEAM.