1. Subject of the Contract and Scope of Performance
The business relationships and scope of performance between us and the customer shall be exclusively
governed according to the order
confirmed by us in writing, as well as according to the General Delivery Terms and Conditions specified below.
They also apply to any future contracts, unless otherwise agreed.
Any changes in and amendments to the business relationships, including these General Delivery Terms and
Conditions, must be exclusively made in writing.
This also applies to the changes and amendments, which cancel the clause concerning the written form.
Other general business terms and conditions, especially the customer's business terms and conditions, are not
of the contract, even where not expressly rejected by us.
2. Contract Implementation / Rejection of Performance by the Customer
Offers and price calculations are not binding.
The contract between us and the customer shall only be concluded upon confirming the order content in
writing on the basis of these General Delivery Terms and Conditions.
Any public declarations, especially the promotional information, shall not be considered as data concerning
the character of the item, and shall not establish any agreement about the character of the item or any
commitment in regard to fitness for a particular method of use.
We do not assume any guarantee to that sense, unless expressly specified in the order.
Any collateral agreements not contained in the confirmed order do not form an integral part of the Contract.
If the customer rejects performing the Contract implemented according to the provisions specified below, we
our discretion claim performance of the contract or withdraw from this Contract pursuant to legal provisions,
and claim the respective damage we incurred.
In lieu of claiming specific damage, we still have
the option to claim a lump-sum compensation of damage in the amount of 10% of the contractual value,
unless the customer proves that we have incurred no damage or a lower damage than the lump-sum
3. Delivery / Guarantee for Violation of Obligations
We are entitled to provide partial performance or partial deliveries, if acceptable for the customer.
The delivery date and periods specified in the confirmed order are considered as non-binding time
information (approximate time data).
Circumstances not caused by us, such as force majeure, import and export restrictions, war, strikes,
delays in delivery of the main raw materials and any similar circumstances (force majeure) shall extend the delivery time
for the period of existence of the aforementioned limiting circumstances.
If it is expected that the delay in delivery due to force majeure will exist for more than 2 months, both
contracting parties will have the right to withdraw from this Contract.
We shall notify the customer as soon as possible of the beginning and the end of the delay with delivery in
Violation of obligation to that sense, in particular a delay with delivery, shall only occur if the delivery dates
and period specified in the confirmed order referred to in clause 3.2 (1) are
exceeded for at least two weeks, and failure to observe the deadlines is on our side.
If in such case the customer provides us with a reasonable grace period for delivery, which must be at least
two additional weeks, with the declaration that after expiration of this grace period the customer shall reject
accepting the delivery/performance, the customer will be entitled to withdraw from the Contract if this
additional grace period is not adhered to.
The customer will have the right to compensation of damage, especially damage resulting from delay in
delivery and/or damage from failure to perform, as well as
the damage from violation of the secondary contractual obligations in addition to the customer's right
to withdraw from the Contract, only if the violation on our side was deliberate, due to a gross negligence, or if
expressly agreed so between the contracting parties.
The same regulation applies in the case of engagement of other cooperating persons.
The aforementioned limitation of liability shall not apply, if the violation of obligations results in death or
personal injury of the customer or any third party.
In the case of Force Majeure, the rights to damages applied against us due to violation of obligations are
excluded. This regulation shall also apply in cases, where the force majeure event occurs at the moment the
obligations have already been violated, but the damage was caused as late as the force majeure event
If, contrary to the previous provisions, such guarantee could be considered, our responsibility for any damage
shall be limited by the amount of the delivery price according to the Contract, except for cases of harm to life
The obligation to compensate indirectly incurred damage (particularly the lost profit, loss of turnover, etc. of
the customer or any third party) shall not be thereby established.
4. Payment / Set-Off and Retention Money
Unless the confirmed order is otherwise modified, the prices specified therein are always quoted as prices
exclusive of VAT; VAT shall be automatically added when invoiced.
The legal provisions applicable at the moment of invoicing are decisive for the value added tax amount.
In the case of deliveries abroad, the respective legal provisions concerning the value added tax shall apply.
If there is a period of more than 4 months between the confirmed order and delivery/performance, and if
during this period
the price is increased, particularly due to increase in wages, increase in costs of raw materials, general
increase in prices due to inflation or any similar circumstances, we will be entitled to charge an adequately
Unless otherwise agreed, our invoices are due in net amount within 10 days after invoicing.
No discount deductions are admissible.
In the case of any delay in payment of due amounts, we are entitled, without prejudice of claiming a specific
damage, to claim interest at the statutory rate.
We only accept payments by bill of exchange or cheque on the basis of express and written prior agreement,
without any fees and discount deductions.
We do not guarantee timely presentation, protest, etc.
Unless the customer determines which customer's liability is covered by the provided payment, it shall apply
the provided payments shall preferentially cover the receivable's accessions (costs, interest) and then the
oldest due amount.
Application of the right to retention money or declaration of set-off of our invoices against the customer's
is inadmissible, unless the customer's counter-claims are indisputable or lawfully awarded.
Unless other facts are known to us, we assume that our customer is creditworthy at the moment of
confirming the order.
If the customer is in delay with payment of any due receivable,
all the outstanding invoices, regardless of their maturity period, shall become immediately
due and payable according to the previous provisions. For subsequent deliveries we will have the right to
payment. The same regulation applies to cases where the customer's financial standing
after confirming the order will considerably worsen, or if it is determined after confirming the order that
the customer's financial standing was considerably worse at the moment of confirming the order than
presumed at that time. The same applies accordingly to insolvency proceedings against the customer.
In other cases we have the right to request advance payment, if desirable based on the contract volume and if
so agreed upon entering into the contract.
5. Reservation of Title
Any and all goods we deliver shall remain our property until all receivables from the business
relationships, including accessions, are fully settled. This regulation particularly applies to payments by
cheque or bill of exchange until they are cashed, and also in the case when all of our receivables or individual
receivables were established within an overdraft (current account), the balance of which is apparent and
When goods under the reservation of title are processed, combined or mixed with other customer goods, we
will hold the title to the new item proportionally to the value of the goods subject to the reservation of title to
the invoiced value of the other goods. If our title terminates as a result of combining, mixing or processing the
goods by the customer, the customer shall transfer to us the customer's ownership rights held at that
moment by the customer, or the expected title to the new status or item to the extent of the invoiced value of
the goods subject to reservation of title in the case of processing the goods, in the proportion of the invoiced
value to the invoiced value of the other goods, and shall do so free of any charge for us. Our co-ownership
rights have the validity of goods with reservation of title within the meaning of the previous regulations.
The customer may only alienate the goods subject to the reservation of title in the normal course of business
under the customer's regular business conditions for the period, during which the customer is not in delay
with their performance hereunder;
all that under the precondition that the customer shall agree reservation of title with their buyer and that
the receivable from resale of the goods shall pass to us within the meaning of these General Delivery Terms
The customer has no right to dispose of the goods subject to the reservation of title in any other manner
whatsoever. Resale of the goods shall also mean use of the goods subject to the reservation of title for the
purpose of performing contracts for work and contracts for delivery of work.
Customer's receivables from resale of the goods subject to the reservation of title must be assigned to us by
the customer. Such receivable shall be used to the same extent to secure our rights as the goods subject to
the reservation of title within the meaning of clause 5.1.
If the Client further alienates the goods subject to reservation of title along with other goods, the customer
shall assign the receivable based on further alienation to us in the proportion of the invoiced value of the
goods subject to reservation of title to the invoiced value of the other goods.
In the case of further alienation of goods, for which we acquired co-ownership rights according to clause 5.3
of the General Delivery Terms and Conditions, the customer shall assign to us a part of the receivable
corresponding to our co-ownership share.
The customer is entitled to exact receivables from subsequent alienation of the goods, unless we revoke
exaction of such receivables. Revocation of the right to exact receivables is then
admissible and appropriate for the customer especially if the circumstances that occur after concluding
the contract shall considerably deteriorate the customer's financial standing or if we learn of such
deterioration of the customer's financial standing, which had existed before
entering into the contract, and such deterioration of the financial standing will pose a threat to our rights to
receive payment. Deterioration
of the financial standing exists particularly in cases where any third party applies against the customer
a measure to execute a decision, the cause for which the customer does not eliminate within 2 weeks from
the execution, and/or if an insolvency petition is filed to initiate proceedings against the customer's property.
In such cases we may require the customer to immediately inform their buyers about assignment of the
receivables to our company, and to allow us to collect the necessary information and documentation.
The customer shall immediately inform us about any execution or other restriction of rights by any third
The customer is not entitled to assign their receivable.
In the case of violation of the important contractual obligations by the customer, especially in the case of
delay with payment, we will have the right to retract the goods based on the previous reminder.
The customer will be obliged to release the goods. In the case of withdrawing the goods from circulation as
well as in the case of confiscation of the goods by us, withdrawal from the contract shall only be effected if we
expressly notify the customer thereof.
6. Changes in Performance / Deviations of the Purchased Goods and Others / Guarantee
Minor and/or normal deviations in quality, colour, size, quantity and dimensions
shall not be considered as reasons for complaint. Minor deviations in quantity shall mean
deviations when the delivered quantity is 10% larger or smaller.
Unless specified otherwise, description of our goods does not represents any data on their character or
data on their usability, and we do not assume any guarantee to that sense.
If the respective composition of materials, design, etc. is agreed with the customer, we only guarantee the
proper fabrication corresponding to the concluded agreement.
Complaints concerning larger or smaller quantity, deviations in dimensions as well as apparently visible
defects must be filed immediately, within 8 days from accepting goods delivered by us at the latest; the date
we receive the complaint will be considered as decisive.
In the case of claiming defects other than those aforementioned,
the complaint must be delivered to us within 8 days after the defects are identified. Any complaint filed with
us must be made in writing.
If only a part of the delivery shows defects, this fact will not entitle the customer to file a complaint about the
entire delivery, unless partial delivery is useless for the customer.
In the case of defects, the customer may only claim a payment discount (decrease) or withdraw from the
contract if two offered attempts for new delivery (at our discretion – removal of defects or additional
This shall apply accordingly to claiming compensation of damage resulting from culpable violation of
obligations on our side; in such case we are only liable to the extent according to clause 3.3 (7).
The goods claimed as defective must not be disposed of in any manner.
If the customer is an entrepreneur, our guarantee period will be one year after passage of the risk of damage
to the goods.
Our liability, regardless of legal reasons, shall be limited to wilful or grossly negligent violation of obligations.
This applies accordingly to cases of damage caused by
cooperating persons we engaged.
If, contrary to the previous provisions, such guarantee could be considered, the right
for a compensation from our side shall be limited by the contracted amount, however by the damage
anticipated at the moment the contract is entered into at maximum.
Any damage beyond the aforementioned (especially indirect subsequent damage
from defects, such as loss of turnover or lost profit), as well as damage that appears after combining or mixing
our goods with other products, shall be excluded.
The previous limitation of liability/guarantee does not apply in the case of death or personal injury.
8. Proprietary Rights and Copyrights
In implementing a job according to the customer's instructions we are not obliged to verify existence of
possible proprietary rights of third parties (particularly patents, protection of utility designs, copyrights, etc.).
In such case the customer assumes the responsibility that the rights of third parties shall not be limited, and
shall hold us harmless from any claims of any third parties resulting from violation of such rights.
We reserve any and all copyrights claims and rights, including but not limited to the right to reproduce our
designs, sketches, illustrations, drawings and written information. Their printing and/or reproduction
is only permitted based on our express approval.
The price of tools and moulds shall also include the costs of taking samples, unless otherwise agreed;
however, it shall not include the costs of development, costs of inspection or machining equipment or
changes made upon the customer's initiative after approval of technical drawings.
Unless otherwise agreed, we remain the owner of the tools and moulds manufactured by us or by our
contractors for the customer. However, they will only be used for the customer's customers for the period the
customer performs their obligations to pay and take deliveries of the goods.
Our obligation to store the tools and moulds shall terminate two years after the last partial delivery produced
by such tool or mould is completed.
If the customer requires a tool or mould, regardless of the reasons, the remaining costs of production (if any)
and as non-apparently proven costs of development of the tool (for example engineer performance,
machinery accessories, etc.) shall become payable along with delivery of the tool or mould to the customer.
If the customer is to become the owner of the tool or mould, the ownership right shall pass to the customer
after the purchase price of the tool or mould is paid. Handover to the customer shall be substituted by the
obligation to store them according to clause 9.2.
Regardless of the statutory rights to render an item, and the service life of the tool or mould, we are entitled
towards the customer to exclusively possess the tool or mould by the time the agreed minimum quantity of
the manufactured products is taken and/or a certain (agreed) period of time expires.
In the case of the customer's tool or mould according to the previous provisions or those lent to us by the
customer, our liability in regard to custody and care shall be limited to the extent we provide such care to our
own products. The costs of maintenance and insurance shall be borne by the customer.
10. Shipping / Passage of Risk
Unless otherwise agreed, the goods shall be shipped at the cost and risk of the customer.
The type and method of shipping (especially choosing a carrier) shall be at our own discretion. Risk of loss,
accidental destruction and/or damage to the goods shall pass to the customer, unless otherwise agreed,
at the moment the goods are handed over to the carrier.
11. Place of Performance and Jurisdiction
The competent court for the supplier's registered seat will have the local jurisdiction.
12. Governing Law
The laws of the Czech Republic shall exclusively govern this contractual relationship.
The usual clauses shall be interpreted according to the Incoterms version applicable at the moment the order
13. Severability Clause
If the individual regulations of these General Delivery Terms and Conditions become ineffective, such fact
shall not affect the effectiveness of other regulations.
Statutory provisions shall replace the ineffective regulations.
In May 2014
Thermoforming Czechia CZ s r.o.