Terms and Conditions

1.1.
The present Terms and Conditions have been issued by the Seller undersigned below (hereinafter the “Seller”), within the meaning of the provisions of Section 273 (1) and (2) of Act 513/1991 Coll., Commercial Code, as amended by subsequent regulations (hereinafter the “Commercial Code”); the Terms and Conditions shall become an integral part of the Purchase Agreement, provided that the Parties hereto express their mutual will and understanding regarding the Seller’s commitment to deliver the specified quantities and types of goods (hereinafter the “Goods”) to the Purchaser and transfer the ownership rights of the Goods to the Purchaser, and the Purchaser’s commitment to pay the purchase price (hereinafter the “Purchase Agreement”), and subject to the Parties’ express conditions rendered in or outside the present Terms and Conditions.
1.2.
The provisions of the present Terms and Conditions shall govern the rights and responsibilities of the Parties to the Purchase Agreement to an extent in which the Parties have not agreed to the contrary or unless otherwise required under peremptory provisions of law. If new regulations governing the Purchase Agreement become effective after the effective date of the present Terms and Conditions, the Parties’ rights and responsibilities shall be governed by such regulations as of the date agreed by the Parties or required by law.
1.3.
Unless the Parties subsequently agree to other rights and responsibilities applicable to the Purchase Agreement in writing, or unless an agreement is entered into according to Article 1.4, the signatures of the Parties to the Purchase Agreement attached to the present Terms and Conditions shall be deemed a supplementary acknowledgement of the contents of all Purchase Agreements established between the Parties after the date on which the present Terms and Conditions are signed, rendered in any form whatsoever.
1.4.
The provisions of the present Terms and Conditions are based on the principle of contractual liberty, equal status of the Parties to the Purchase Agreement and fair dealing. The Parties may expressly exclude, restrict, modify or expand the validity of the provisions of the present Terms and Conditions for Purchase Agreements according to Article 1.3, in the form of a written agreement.

2.1.
The expression of will leading towards the contracting of, amendments to and/or cancellation of Purchase Agreements shall be deemed to constitute legal action. Unless the expression is rendered by the Party’s statutory body, it may only be rendered by a person authorized to contract, amend or cancel purchase agreements, upon the operation of the Party’s enterprise, or activities usually leading to the contracting of, amendments to and cancellation of purchase agreements. The Party may also be bound by the action of a person rendered according to the previous sentence, provided that the partner to whom the action is designated could not have known that the person acting is not authorized to such an action.
2.2.
Before entering into the Purchase Agreement, the Parties shall mutually clarify the important aspects thereof, as well as any other aspects which the Parties deem important from the perspective of signing the Purchase Agreement. This especially concerns the specification of the Parties to the Purchase Agreement, the Goods, the price and the terms of delivery.
2.3.
The Purchase Agreement shall be deemed to have a written form if rendered via fax, telex or means of electronic communication capable of representing the content and the specifications of the parties hereto.
2.4.
The Parties’ expressions of will do not need to be rendered on the same document. However, it must be obvious that the action constitutes the expression of a will of one of the Parties leading to the contracting of a Purchase Agreement which is sufficiently explicit and expressing the drafter’s will to become bound in the event of the acceptance thereof, and that the action of the other Party constitutes the acceptance of the draft Purchase Agreement. If the legal action is rendered via means of electronic communication, it is not necessary to attach an electronic signature according to the applicable regulations, provided that the other Party deems it beyond doubt that the action has been taken or rendered by a person according to Article 2.1.
2.5.
Draft Purchase Agreements shall be deemed binding for the drafter as of the date on which the draft is delivered to the intended recipient. The drafter may cancel the draft if the expression of the will to cancel such a draft is delivered to the intended recipient before or at least together with the draft. The draft acceptance may be revoked if the revocation is delivered to the drafter not later than together with the draft acceptance.
2.6.
The acceptance of a draft Purchase Agreement comprising amendments, reserves, restrictions or other modifications shall be deemed a refusal of this draft and shall be deemed a new draft Purchase Agreement.
2.7.
The Purchase Agreement shall be deemed entered into as of the effective date of the acceptance of the draft Purchase Agreement, i.e. between the Parties concerned as of the moment when the drafter receives an acceptance of the draft without any amendments, reserves, restrictions or other modifications. Silence or inaction shall not be construed as an acceptance of a draft Purchase Agreement.
2.8.
Upon entering into a Purchase Agreement, all prior agreements between the Parties regarding the subject matter of the Purchase Agreement shall cease to be effective, unless it can be concluded from the wording of the Purchase Agreement that such agreements shall form part of the Purchase Agreement.
2.9.
A Purchase Agreement entered into in writing may only be amended or terminated in writing.
2.10.
Purchase Agreements may be amended or cancelled by means of an agreement between the Parties as of the moment and under the terms and conditions which the Parties stipulate in the Agreement.
2.11.
Framework Purchase Agreements entered into with validity for a specific period shall cease to exist upon the expiry of this period.
2.12.
The framework Purchase Agreement entered into for a minimum period of one year or for an indefinite period may be terminated during the period of three months preceding the end of a calendar quarter.
2.13.
Any of the Parties shall be entitled to unilaterally cancel the Purchase Agreement by serving written notice to the other Party. In such a case, the Party rendering the expression of will to cancel the Agreement shall – as of the day on which the expression of the will is delivered to the intended recipient – be obliged to pay severance in the amount of half the purchase price for the Goods which should be, should have been or may have been supplied according to the Purchase Agreement. The Seller shall continue to be entitled to claim the payment of the purchase price for the Goods delivered according to the Purchase Agreement until the cancellation thereof by the Seller. The cancellation of the Purchase Agreement according to this provision shall not affect the rights of the Party notified about the Purchase Agreement cancellation for the compensation for damage occurring as a consequence of the unilateral cancellation of the Purchase Agreement.
2.14.
The Parties may only withdraw from the Purchase Agreement in cases stipulated by the Purchase Agreement or the law. If a delay by a Party to the Purchase Agreement constitutes a gross breach of the Party’s contractual obligation, the other Party shall be entitled to withdraw from the Purchase Agreement, if the defaulting Party is notified without any unreasonable delay after the other Party learns about such a breach. The gross breach of the contractual obligations shall include the delivery of the Goods in a different quality and workmanship than required under the respective Purchase Agreement, failure to duly and timely pay the purchase price, and failure to supply Goods by deadlines stipulated in the Purchase Agreement.
2.15.
If a delay by a Party to the Purchase Agreement constitutes a minor breach of the Party’s contractual obligations, the other Party shall be entitled to withdraw from the Purchase Agreement if the defaulting Party fails to ensure adequate remedy and comply with its obligations during an additional period granted by the other Party. If, however, the defaulting Party declares its intention not to comply with the commitment concerned, the other Party may withdraw from the Purchase Agreement without granting an additional adequate period for ensuring compliance, or prior to the expiry thereof.

5.1.
The Seller is obliged and entitled to supply the Goods at any time during a period specified in the Agreement or determined in a manner specified in the Agreement. Unless otherwise ensuing from common business practice or general practice between the Parties, the period of fulfilment shall be defined in the Purchase Agreement with the use of the following expressions:
a) “commencement of the period”, i.e. the first 10 days of the period,
b) “in the middle of the month”, i.e. from day 10 to day 20 of the month,
c) “in the middle of the quarter”, i.e. the second month of the quarter,
d) “immediately”, i.e. within 5 days.
5.2.
If the Purchase Agreement stipulates the Purchaser’s obligation to comply with certain duties prior to the delivery of the Goods (including, for example, the payment of the purchase price or any partner thereof, or ensuring the payment of the purchase price), and if the Purchaser defaults on the fulfilment of these obligations, the deadline for the delivery of the Goods shall be extended by such a period of the Purchaser’s default.
5.3.
Unless the delivery period is specified, the Seller shall be entitled to supply the Goods at any time following the signing of the Purchase Agreement, adequately with respect to the nature of the Goods and the place of performance. The adequacy of the deadline for the delivery of the Goods shall be considered according to the usual production time (if this concerns Goods to be manufactured), the time required for the preparations for shipment, and the transportation of the Goods with respect to the place of delivery.
5.4.
The place of delivery of the Goods is at an agreed, specific place. Unless a place of delivery of the Goods is agreed, the Seller shall be obliged to deliver the Goods by handing over the same to the first forwarder (delivery service) for transportation to the Purchaser, provided that the Purchase Agreement shall stipulate the delivery of the Goods by the Seller. In other cases, the place of delivery of the Goods shall be at the place which the Seller notifies the Purchaser in a timely manner.
5.5.
The transportation of the Goods by road to the Purchaser shall be arranged for by a forwarder appointed by the Seller.

9.1.
The Goods shall be deemed defective if not supplied in quantities, quality and workmanship, packaging and protected for transportation in accordance with the Purchase Agreement.
9.2.
Without any further statutory conditions, the Seller shall not be held responsible for damages to Goods of which the Purchaser was aware at the time when the Purchase Agreement was entered into, or of which the Purchaser must have been aware with respect to the circumstances under which the Purchase Agreement was entered into.
9.3.
The Seller shall not be responsible for defects not identified in the Goods upon the transfer of the risk of damage to the Purchaser. The Seller shall not be responsible for defects which the Goods have or had upon the transfer of the risk of damage to the Purchaser, unless such a defect is caused by a breach in the Seller’s obligations arising from the Purchase Agreement.
9.4. The Purchaser shall be obliged to inspect the Goods as soon as possible upon the transfer of the risk of damage to the Goods. Should the Purchaser fail to comply with this obligation, the Purchaser may only apply claims from defects to the Goods which could be identified during the inspection if the Purchaser proves that the Goods had been defective upon the transfer of the risk of damage to the Goods.
9.5.
Should the delivery of Goods with defects constitute a gross breach of the Purchase Agreement, the Purchaser may:
a)    claim a remedy of the defects in the form of a supply of Goods to replace the defective Goods, and the delivery of the missing Goods,
b)    require a remedy of the defects by repairing the Goods if the defects can be repaired,
c)    claim a reasonable discount off the purchase price,
d)    withdraw from the Agreement.
9.6.
The Purchaser shall be entitled to choose from the options given in Article 10.5, provided that the Purchaser shall notify the Seller in a timely manner and without any unreasonable delay following notification. The Purchaser may not chan¬ge a previously applied claim without the Seller’s consent. If it is proved that the defects to the Goods cannot be repaired or that the repair thereof would require inadequate expenses or if the Seller fails to remedy the defects during an adequate period and/or should the Seller notify the Purchaser, prior to the expiry of this deadline, that the Seller will not remedy the defects, the Purchaser may claim a delivery of replacement Goods to replace the defective Goods, or withdraw from the Purchase Agreement.
9.7.
Should the delivery of Goods with defects constitute a minor breach of the Purchase Agreement, the Purchaser may:
a)    claim a remedy of the defects in the form of a supply of the missing Goods and a remedy of other defects to the Goods, or
b)    claim a discount off the purchase price.
9.8.
If the Seller fails to supply the missing Goods during an adequate or agreed period, or should the Seller fail to remedy defects to the Goods during an adequate or agreed period, the Purchaser may claim a discount off the purchase price.
9.9.
Upon the delivery of replacement Goods, the Seller shall be entitled to claim that the Purchaser returns to the Seller the replacement Goods in the condition in which they have been delivered. The expenses associated with the returning of the replaced Goods shall be covered by the Seller.
9.10.
The Purchaser may not withdraw from the Agreement if the Purchaser fails to notify the Seller of the defects in a timely manner. The effects of the withdrawal from the Agreement shall not ensue or shall cease to exist if the Purchaser is unable to return the Goods in the condition in which the Purchaser received such Goods; however, this shall not apply if the inability to return the Goods in the given condition is not caused by an action or omission of the Purchaser, or if the change in the condition of the Goods results from an inspection duly performed in order to identify the defects of the Goods, or if, prior to the identification of the defects, the Purchaser sold the Goods or any part thereof, or if the Purchaser has consumed the Goods, whether wholly or in part or changed the same in the course of the common use of the Goods. In such a case, the Purchaser shall return the unsold or non-consumed Goods or the modified Goods, and shall provide the Seller with compensation in an amount corresponding to the Purchaser’s benefit from the use of the Goods specified herein.
9.11.
The Purchaser is obliged to store the Goods subject to a complaint raised to the Seller separately from other Goods of a similar nature, until the final satisfaction or non-satisfaction of the Purchaser’s claims.

10.1.
The purchase price or other payments under the Purchase Agreement must be settled in accordance with the Purchase Agreement and law, on the basis of the accounting and tax certificate (invoice) issued by the eligible Party and delivered to the obliged Party.
10.2.
The purchase price and other payments under the Purchase Agreement shall be settled in the agreed manner, in the given currency and by the maturity deadline.
10.3.
The Purchaser is not entitled to unilaterally set off any amount owed to the Purchaser against any amount owed to the other Party under the Purchase Agreement. Without the Seller’s consent, the Purchaser shall not be authorized to assign any of the amounts owed to the Purchaser under the Purchase Agreement or have the same become a subject of security.
10.4.
Should the Purchaser raise a complaint of defects, claim compensation for damage or a contractual penalty, the Purchaser is not authorized to suspend the payment of the purchase price for the delivery of the Goods subject to the claims concerned.
10.5.
Should the respective Party fail to pay the purchase price or make any other payment under the Purchase Agreement in a due and timely manner, the Party concerned shall pay the other Party a contractual penalty accruing at a rate of 0.05% of the amount due for each day of such a delay.
10.6.
Unless otherwise stipulated in the Purchase Agreement, the Seller shall become eligible for the payment of the purchase price upon the delivery of the Goods.
10.7.
If the Parties agree on the security of the purchase price without the Seller’s involvement, the Purchaser shall be obliged to prove the existence of such security upon the Seller’s request.
10.8.
Following the signing of the Purchase Agreement, the Seller shall be entitled to adjust the amount of the purchase price while reflecting the acquisition costs of the Goods, in proportion to the price changes of the main expenses incurred for the acquisition of the sold Goods at the time of the signing of the Purchase Agreement and at the time when the Seller should have sold the Goods or shall sell the Goods. If the Seller is in delay regarding the delivery of the Goods, the purchase price specified in the Purchase Agreement shall apply. In doubts, the main acquisition costs, provided that the Seller is a direct manufacturer of the Goods, shall include the expenses associated with the acquisition of the input materials, energies and labour force. If the Seller is not a direct manufacturer of the Goods, the acquisition costs within the meaning of the previous sentence shall include the expenses associated with the acquisition of the Goods towards the delivery thereof to the Purchaser.
10.9.
The expenses associated with the delivery of the Goods to the Purchaser shall be borne by the Purchaser, unless included under the purchase price.

11.1.
Should the Purchaser fail to accept the Goods or to provide the Seller with the cooperation required for the delivery of the Goods under the Purchase Agreement (for example by not complying with certain obligations), and should the Purchaser fail to do so during an alternative period of 10 days following the last day of the period during which the Purchaser was to accept the Goods or provide cooperation, the Seller shall be entitled to withdraw from the Purchase Agreement without any further statutory conditions and sell the Goods to another person. Should the Seller decide not to withdraw from the Purchase Agreement, the Seller shall be entitled to arrange for the transportation of the Goods or the storage thereof at the Purchaser’s expense. If the transportation or storage leads to no expenses, the payment of which may be subsequently claimed from the Purchaser, the Purchaser shall be obliged to settle the usual price for the transportation and storage.
11.2.
The Purchaser shall only be entitled to deliver the Goods in an unprocessed condition to a third person or export the same outside the country to which the Goods have been or should have been delivered according to the Purchase Agreement with the Seller’s consent. Should the Purchaser fail to comply with the commitment made in the previous sentence, the Purchaser shall be obliged to pay the Seller a contractual penalty in the amount of 20% of the price for the delivered Goods.
11.3.
The Purchaser shall hand over the scrap metal generated from the processing of the Goods supplied, according to the Purchase Agreement, to the Seller or a third party appointed by the Seller, on the basis of the respective agreement and for prices for which the Seller or the third party appointed by the Seller usually purchases such scrap metal from other third parties at the time of the agreement for the supply of the scrap metal. If the Purchaser is not the end processor of the Goods, the Purchaser shall make a demonstrable effort to ensure the fulfilment of the obligation to supply scrap metal with the assistance of the person who is the end processor of the Goods.
11.4.
If the agreement stipulates the Purchaser’s obligation to return the packaging used for the protection of the supplied Goods, the Purchaser shall be obliged to make sure that the packaging is duly returned to the Seller, at the Purchaser’s expense, in a condition corresponding to usual wear and tear during the handling of the Goods, as soon as the packaging is removed in connection with the handling of the Goods.
11.5.
The Parties to the Purchase Agreement undertake herein to keep confidential all information of a commercial, production, technical or economic nature associated with the other Party’s business, which may have real or at least potential material or immaterial value, is not commonly available in the relevant commercial circles, and shall be kept in secrecy according to the other Party’s will and the Party concerned shall guarantee the protection thereof.

12.1.
By signing the Purchase Agreement, the Parties confirm that the data available about the person concerned in the electronic commercial register or any other register maintained by a force of law, and from the respective tax registers, are valid and up-to-date.
12.2.
If a discrepancy exists or occurs between the data relating to a Party as entered in the registers according to Article 3.1 and the actual situation, and if this has an effect on the contracting, duration or fulfilment of the Purchase Agreement, the Party concerned shall be obliged to immediately provide the other Party with valid and up-to-date information regarding its identification, to be entered in the relevant registers according to Article 12.1; otherwise, the Party concerned shall be held responsible for the damages caused.
12.3.
The Parties shall be obliged to provide each other, upon request, with the latest Annual Reports and Financial Statements, unless these are part of the Annual Report, if the compilation thereof is required by the Commercial Code or a specific legal regulation, unless such documents are publicly available in an electronic form from within the Commercial Register or any other statutory registers. The Party that does not process annual reports or financial statements within the meaning of the specific legal regulations shall be obliged to provide a copy of the last tax declaration to comply with the obligation according to the previous sentence.