AGREEMENT ON TERMS AND CONDITIONS
Concluded between
Company ABNER a.s., Lanškrounská 499/87, 571 01 Moravská Třebová
ID No.: 25915207, VAT No.: CZ25915207
Represented by a member of the board, Mr. Pavel Hadraba
(hereinafter referred to as the "Seller")
and
Company:
Registered Office:
ID No.:
VAT No.:
Represented by:
(hereinafter referred to as the "Buyer").
Procedure for Closing the Purchase Agreement
Deliveries of the subject of performance will be carried out based on the Buyer’s written order, where the Buyer will indicate their agreement with the Seller’s terms and conditions. The provisions of the Seller’s terms and conditions replace the relevant provisions of the purchase agreement. If a purchase agreement is concluded alongside these terms and conditions, any differing provisions in the purchase agreement shall take precedence over the terms and conditions in the specific case.
The Buyer will express their agreement with the Seller's terms and conditions once upon the submission of the first order. This agreement applies to all future deliveries. Any changes to the terms and conditions will require the Buyer’s new written consent.
The order must include the following details:
- Identification of the Buyer (business name, address, company registration number, VAT number, phone number, and optionally fax and email)
- Subject of performance (product range)
- Time of performance
- Price per unit of quantity
- Ordered quantity
- Place of performance
- Any transportation requirements
If no separate purchase agreement is concluded, the purchase agreement is formed directly by providing the ordered performance.
II.
Subject Matter of Performance
The subject of performance consists of the Seller's products, goods, and services.
The Buyer is obliged to accept partial performance if this is not excluded by a separate purchase agreement, the nature of the delivery, or the Buyer's technological requirements.
III.
Price of Performance
The subject of the performance will be invoiced to the Buyer at prices that include the costs associated with acquiring the subject of performance, tax burden, and profit margin. The price does not include shipping charges, transport insurance, customs duties, or other similar charges. The price is regulated by the Seller's price list, which forms an integral part of the agreement on business terms. The Seller reserves the right to change the price of performance. Such changes take effect on the date specified in the price list.
The price of performance refers to the price of the products, goods, and services listed in the Seller's price list valid at the time of order acceptance.
The price of performance may be reduced by an assigned rebate or financial discount, provided the conditions stated in this agreement on business terms are met (see Appendix No. 1 to the agreement on business terms).
IV.
Term of Performance
The term of performance (delivery) shall be specified in the Buyer's written order. It becomes binding upon confirmation of the order by the Seller in the form of a "Contract."
If the performance (delivery) is not carried out even within a reasonable extended period, the Buyer has the right to withdraw from the contract.
V.
Place of Performance
The place of performance shall be the Seller's registered office unless otherwise specified in the Seller's order confirmation.
The performance (delivery) is deemed completed upon the Buyer taking possession of the subject of performance or upon the subject of performance being handed over to the first carrier. At this moment, responsibility for the goods and the risk of damage to the goods pass to the Buyer.
If the Seller arranges the transport of the subject of performance, the performance (delivery) is deemed completed upon the subject of performance being handed over to the Buyer. At this moment, responsibility for the goods and the risk of damage to the goods pass to the Buyer.
VI.
Transportation
The method of transport for the subject of performance shall be determined by the Buyer in the order, specifying whether the Buyer will arrange transport independently (including through a carrier) or whether the Seller shall deliver the goods to the place of performance at the Buyer’s expense. If the order does not specify the method of transport, the Seller shall determine the method of transport.
For delivery of the subject of performance through a third-party carrier, the provisions of the applicable transport regulations shall apply (in particular, Regulation No. 133/1964 Coll., on Road Transport, as amended and supplemented).
VII.
Payment Terms
The Buyer shall pay the price for the subject of performance in one of the following ways: in cash upon receipt of the subject of performance, as an advance payment based on a proforma invoice, or via non-cash transfer to the Seller's account, based on a tax document issued by the Seller. The usual payment term is 21 days. The Seller reserves the right to alter the payment term and other payment conditions based on the Buyer’s payment discipline in previous transactions.
The Buyer is obligated to pay the price for the performance within the due date specified on the tax document. The date of payment is considered the day the payment amount is credited to the Seller’s account. When payment is made via postal services, the Buyer’s obligation is fulfilled only upon the Seller receiving the remitted amount.
In cases where the delivery of the subject of performance precedes its payment by the Buyer, ownership rights transfer to the Buyer only after the full purchase price, including any related charges (Section 4), has been paid.
If the Buyer disagrees with the invoiced amount or the legitimacy of the invoice, they must notify the Seller within 5 days of receiving the invoice and return the invoice to the Seller within this period. Otherwise, it is assumed that the Buyer agrees with the invoiced amount and acknowledges it.
In the event of a delay in payment of the purchase price, the contractual parties agree on a penalty of 0.1% of the outstanding amount for each day of delay, which the Buyer must pay within ten days following the Seller’s demand.
The Buyer acquires ownership of the subject of the sale only upon full payment of the purchase price.
VIII.
Defect Claims
The Seller is liable for defects in accordance with the Civil Code. A defect also includes the delivery of a subject of performance other than what was agreed upon. Defective performance does not release the Seller from the obligation to fulfil the confirmed order.
Defects in the subject of performance that are apparent and can be detected by external inspection upon delivery must be reported by the Buyer to the Seller immediately during the first inspection of the goods. In the case of receipt from a carrier, the Buyer is required to report defects in accordance with the transport regulations, particularly by noting them in the relevant document provided to the carrier. Failure to do so prevents the Buyer from claiming compensation for such defects from the Seller.
Other defects must be reported within a reasonable period after their discovery, in the form of a written notice specifying the defects in the goods (a claim). The Seller is required to inform the Buyer in writing of the result of the claim process within 30 days of receiving the claim unless a longer period is needed to resolve the matter.
The scope of the rights and obligations arising for the Seller and the Buyer concerning liability for defects in the subject of performance (delivery) is governed by the Civil Code.
IX.
Transfer of Risk
Definition of Damage
Damage is understood as the loss, destruction, damage, or devaluation of an item, regardless of the causes leading to it.
If the Buyer collects the subject of performance at the Seller’s premises, the risk of damage to the subject of performance passes to the Buyer at the moment of collection. The Buyer bears the risk of damage to the item during loading at the Seller’s premises.
When the subject of performance is handed over to the Buyer via a carrier, the risk of damage to the subject of performance (delivery) passes to the Buyer at the moment the subject of performance is handed over to the first carrier.
If the transport of the subject of performance is carried out by the Seller, the risk of damage to the subject of performance passes to the Buyer at the moment the subject of performance is received at the place of performance specified in the order.
X.
Final Provisions
The Buyer shall refrain from any actions that could damage the good business reputation of the Seller or the subject of performance. The Buyer is also obligated to act with professional care in their activities, respect, and protect the Seller’s business interests. In this regard, the Buyer is not authorised to disclose any information or data obtained in connection with this agreement to third parties without the Seller’s consent, nor use such information for their own benefit or for the benefit of others to the detriment of the Seller.
The Seller is obliged to provide both warranty and post-warranty services for the subject of performance. The Seller must also ensure that the end user is acquainted with the operating instructions for the subject of performance.
Any disputes arising from this agreement shall be resolved amicably by both parties. If negotiations fail, either party has the right to file a claim with the competent court.
Unless expressly agreed otherwise in this agreement, the provisions of the Civil Code in its valid version and the provisions of other generally binding legal regulations related to these laws shall apply.
Should any provision of this agreement be or become invalid, the validity and effectiveness of the remaining provisions of this agreement shall not be affected. The contractual parties agree to immediately replace any invalid provision with a new, valid provision that best corresponds to the originally intended economic purpose of the invalid provision and does not create any evident advantage or disadvantage for either party at the expense or benefit of the other. In such a case, the parties also agree to amend other provisions of this agreement as necessary to ensure that the replaced provision fulfils the above-stated assumptions within the overall obligations of the parties.
For contractual relations established under this agreement (general terms and conditions) or purchase contracts with foreign exchange entities, the legal order of the Czech Republic shall apply.
The Seller and the Buyer, having read this agreement, declare that they understand its content, are familiar with the rights and obligations arising from it, and undertake to comply with them.
The undersigned hereby personally declare and confirm with their signatures that they have carefully considered this agreement and its content, read and understood the entire text, and are entering into the agreement voluntarily, without duress, and not under disadvantageous conditions, with the full intent to fulfil it. They further personally declare that they are unaware of any facts that could invalidate this agreement, thwart its purpose, render it ineffective against any third party, or otherwise affect the rights of third parties.
They also declare that no bankruptcy proceedings have been filed against the property of the contractual party they represent. Furthermore, after thorough investigation, they personally declare that they are unaware of any facts indicating the fulfilment of legal conditions for declaring bankruptcy against the property of any contractual party.
This agreement is concluded for an indefinite period and becomes effective upon signature by authorised representatives of both parties.
In Moravská Třebová, In ................................,
Date ................................ Date ................................
Seller Buyer