PETROF, spol. s r.o.
Company ID: 620 28 634
with its registered office in Hradec Hrálové, Na Brně 1955, postal code 500 06
Registered in the Commercial Register kept by the Regional Court in Hradec Králové, Section C, Entry 7054
1. Introductory Provisions
1.1. These purchasing terms (hereinafter referred to as „Terms“) apply to all purchases of goods (hereinafter referred to as „Goods“) by PETROF, spol. s r.o., company ID: 62028634, with its registered office in Hradec Králové, Na Brně 1955, postal code 500 06, registered in the Commercial Register kept by the Regional Court in Hradec Králové, Section C, Entry 7054 (hereinafter referred to as “Customer”), from sellers who are entrepreneurs within the meaning of Section 420 of Act No. 89/2012 Coll., Civil Code, as amended (hereinafter referred to as "Civil Code") or public corporations (hereinafter referred to as the "Supplier"), i.e., to services offered and provided by the Supplier (hereinafter referred to as "Services").
1.2. All references to statutory provisions are provided in the Terms to avoid any doubt as to the intention of the parties. The statutory provisions shall apply even without a relevant reference, with the exception of an explicit exclusion of their application or replacement of their content by a provision in these Terms.
1.3. These Terms are an integral part of every framework agreement and/or agreement, the subject of which will be the supply of Goods or the provision of Services by the Supplier, unless the parties explicitly agree otherwise in such an agreement (hereinafter collectively referred to as the "Agreement"). These Terms also apply to all orders made by the Customer (hereinafter referred to as the "Order"), or contracts arising on their basis, and to all relationships arising from them, as well as to all offers of the Supplier (hereinafter referred to as the "Offer"), i.e., contracts arising on their basis, and on all relationships arising from them.
1.4. By signing each Agreement concluded with the Customer or confirming their Order, the Supplier declares that they had the opportunity to familiarize themselves with these Terms, that they accept all the conditions of these Terms, irrevocably and without reservations, unless otherwise agreed in the Agreement. Deviating terms of the Supplier are not binding for the Customer, even by confirming the Offer or sending the Order, unless the contracting parties agree in writing on the bindingness of the Supplier's terms in the Agreement.
1.5. In the event that the Agreement explicitly provides something other than what is stated in these Terms, the provisions of the Agreement shall take precedence over the provisions of the Terms that conflict with them.
2. Conclusion of Agreement
2.1. Only legal actions leading to the creation of the Agreement, which are made in written form, are binding. The written form is preserved even if the Agreement (or any amendments) is concluded by fax or electronic communication.
2.2. The Supplier undertakes to confirm the Customer's Order in writing no later than 3 working days from the delivery of the Order, unless there is a different period specified in the Order after which the Order is binding. The binding nature of the Order ends with the expiration of the deadline for its acceptance. The Supplier's response, which includes any additions, reservations, restrictions or other changes to the Order or Terms, does not have the effects of acceptance, but is a new proposal to conclude the Agreement. The Customer is not obliged to accept this new proposal. If the Customer accepts the new proposal, the Agreement is concluded on the date of acceptance of the new proposal by the Customer.
2.3. By accepting the Order, the Supplier accepts full responsibility for the fulfilment of its obligations, which are the subject of the Contract thus created.
3.1. The price is always fixed and constant. The parties have agreed that the price is always set as the highest possible and unexceedable and includes all costs related to the delivery of Goods or the provision of Services to the Customer in accordance with the agreed delivery terms, in particular transport, unloading, insurance, equipment, documentation of quality, the usual packaging, taxes (including VAT), customs duties, other charges for all costs related to the delivery of Goods or the provision of Services, including all additional work and services, unless the parties have agreed on different terms.
3.2. The supplier shall procure at his own expense all official authorisations (including payment of customs duties and charges) required for the delivery of Goods or Services under the Agreement, including, where appropriate, in a foreign state if the Goods are to be imported.
4. Terms of Payment
4.1. The supplier issues and sends a tax document - an invoice (hereinafter referred to as the "Invoice") for each delivered Goods or provided Services separately from the delivery of the Goods or Services itself. At the same time, the Supplier sends a copy of the Invoice to the Customer to the e-mail address: firstname.lastname@example.org. The invoice must include the exact wording and terms used by the Customer in the Agreement, error-free data in accordance with Section 29 of Act No. 235/2004 Coll., on value added tax, as amended, and the Order number. In the event that the Invoice is not issued correctly or does not meet all the requirements of a tax document within the meaning of the legal regulations of the Czech Republic, the Customer has the right to return the relevant Invoice with objections to the accuracy of the Invoice until its due date. By returning the Invoice, the maturity period is interrupted, and a new period begins after the delivery of the corrected Invoice.
4.2. The maturity of the Invoice is 30 days from the date of delivery of the Invoice to the Customer, provided that the Goods have been delivered or the Services have been provided to the Customer. The Customer does not provide a deposit for Goods or Services, unless otherwise stated in the Order.
4.3. In the case of delivery of defective Goods or defective provision of Services, the Customer is entitled to withhold payment of the entire price until the contract is properly fulfilled.
4.4. The Supplier is entitled to withhold or set off any claims against the Customer only if the Customer explicitly acknowledges such a claim or if it has been confirmed by a final decision of the court, or if the Supplier's claim arose as a result of a material breach of the Agreement by the Customer.
4.5. The customer is entitled to choose the method of payment of the price. In the case of a cashless payment, the price is deemed to have been paid on the day the relevant amount is credited to the Supplier's bank account. The obligation to pay the price on time is also fulfilled if the Customer delivers an order to pay the price to the bank no later than three (3) days before the due date.
5. Terms of Delivery and Delays
5.1. The agreed delivery dates are binding. The Goods are delivered on time if they are delivered to the agreed place of delivery on the agreed date unless the contracting parties agree otherwise.
5.2. The Supplier is obliged to immediately inform the Customer in writing or by e-mail to the address from which he received the Order, that facts have arisen or are known to them on the basis of which it is likely that the agreed delivery dates may not be met. This applies even if the Supplier is not responsible for the delay. In the event of a breach of this information obligation, the Supplier is liable to the Customer for any damage caused (including the loss of profit) and the Customer has the right to withdraw from the Agreement.
5.3. The Customer is not obliged to accept partial delivery of Goods or Services or partial billing unless the parties have explicitly agreed to do so in writing. In the case of partial fulfilment, the delivery documents must include information about the undelivered Goods or Services and the expected date of their delivery.
5.4. The Supplier is entitled to deliver the Goods or provide the Services before the delivery time agreed in the Agreement only with prior consent of the Customer, whereas in the case of earlier delivery the Supplier is obliged to reimburse the Customer for the incurred costs in connection with the earlier delivery.
5.5. In the event of a delay in the delivery of Goods or the provision of Services, the Customer is entitled to exercise all rights, in particular the right to request compensation for damages (including the loss of profit) for improper delivery or to withdraw from the Agreement, even partially in relation to the undelivered performance.
5.6. The risk of damage to the Goods is passed to the Customer upon its complete acceptance.
5.7. Force majeure, i.e., strikes, lockouts, civil disturbances, official measures, and other unforeseeable and unavoidable obstacles beyond the Customer's control, entitles the Customer to postpone acceptance of the Goods or Services for the duration of these obstacles and the time necessary for preparation for acceptance. If the Customer intends to appeal to force majeure, they must notify the Supplier immediately and in writing. In the event that force majeure lasts for more than sixty (60) days and it becomes unreasonably difficult for one of the parties to remain in the Agreement, that party may withdraw from the Agreement. The Supplier is not entitled to request any compensation for damages if, for the reasons stated in this Article, the date of acceptance of the Goods or Services is postponed, or the Agreement is withdrawn.
6.1. The Supplier is only entitled to deliver the ordered quantity of Goods unless a deviation is explicitly agreed upon. The Customer is entitled not to accept and return the additional quantity of Goods delivered without the need for prior notification of the return of excess Goods at the Supplier's expense and risk and with the corresponding price deduction from the Invoice if the Goods delivered in excess are accounted for.
6.2. Binding values for quantities, weights or dimensions of Goods are determined by the Customer during the acceptance procedure, unless another method of verifying proper delivery is agreed.
7. Other Terms relating to the provision and delivery of Goods
7.1. The Supplier is not entitled to assign the Agreement to a third party without Customer’s prior written consent.
7.2. Upon dispatch of the Goods, the Supplier shall send the Customer to the e-mail address mentioned above a consignment note or a bill of lading or other document containing information about the delivered Goods or Service (number and name) and the Order number, the contact person, and the date of the Order, unless otherwise agreed by the parties. The Goods must be delivered with a delivery note that includes the same information as the shipping note. All deliveries must be made to the agreed place of delivery and must be marked as agreed in the Terms or in the Agreement.
7.3. The Supplier is obliged to observe the usual time for receiving the Goods, i.e., from 7:00 a.m. to 2:00 p.m. on working days from Monday to Friday, unless otherwise agreed by the parties.
7.4. Usual packaging means that the Goods and/or the result of the provided Service shall be packed in a manner that is suitable and reliable for the respective transport. Packaging shall be carried out carefully by the Supplier, considering all possible transport risks. By using packaging slips, inscriptions, hanging tags, etc., the Supplier shall ensure flawless identification of the Goods and/or the result of the Service provided (number and name), the Order number, production dates, the date of dispatch, the origin of the Goods or Services, the Supplier's specification, and the possibility of flawless detection the quantity. The costs of packaging and palletising are included in the price of the Goods and/or Services.
8. Defects, Complaints
8.1. The Supplier shall be responsible for ensuring that the Goods or Services comply with the Agreement, the legal regulations in force at the place of performance, the Customer's standards, generally accepted rules and the current state of science and technology. The Supplier is obliged to deliver the Goods or provide Services as requested by the Customer, according to his drawings, regulations, samples, or other specifications, in the highest possible quality, properly and on time.
8.2. The Customer’s Rights arising from defective performance or the Customer’s claims from the Supplier’s breach of contractual obligations shall be governed by the provisions of the Civil Code unless they are further supplemented by these Terms or unless these Terms stipulate otherwise. In the case of defective performance, the Customer has the right, at their discretion, to choose either to remove the defect by repair or delivery of new Goods, or to get a discount from the Price. If the breach of Agreement is substantial, the Customer is also entitled to withdraw from the Agreement.
8.3. If the Supplier receives a notice of defects in the Goods or Services from the Customer and the assertion of Customer's claims for defective performance, the Supplier is obliged to check this notice, for which the Customer undertakes to provide all necessary cooperation, and to correct the defective performance no later than thirty (30) days from the date of delivery of the defect notice.
8.4. If the Supplier violates the obligation to remove the defect(s) in performance (by removing the defect or by delivering a replacement performance at the Customer's choice) within the specified period, unless the Customer has set a longer period, the Customer is entitled to withdraw from the Agreement or remove the defect themselves or through a third party, and request compensation from the Supplier for incurred costs, including the Customer's right to request an advance payment from the Supplier for such incurred costs.
8.5. All costs of inspection, removal of defective performance, replacement delivery or repairs (i.e., costs of material, staff, assembly, disassembly, transport, product recall, etc.) shall be borne by the Supplier.
9.1. All commercial or technical information and data of any kind to which the Customer gives the Supplier access, including information that may be derived from items, documents or data provided by the Supplier, and including any other knowledge and experience (hereinafter collectively referred to as, "Information") shall be protected by the Supplier as confidential in relation to third parties, until the time as such information is publicly accessible, and in the Supplier's own company, Information shall be provided only to such persons who are involved in the performance of the Agreement, and who must also be committed in writing to maintain the confidentiality of the Information. This confidentiality obligation remains in effect even after the termination of the Agreement. Notwithstanding the above, the Information remains the exclusive property of the Customer.
9.2. Goods produced or Services provided in accordance with the documents prepared by the Customer or on the basis of the Customer's instructions and specifications shall not be used by the Supplier or further offered or passed on to third parties unless such information was generally known.
9.3. Models, drawings, samples, stamps, tools, templates and/or other technical aids and documents provided by the Supplier or produced by the Supplier in accordance with the Customer's specification shall not be sold, installed, or otherwise provided to third parties, or otherwise used for third parties, unless the Customer gives their prior written consent. The same applies to any Goods produced using these aids. Such items may only be supplied to the Customer, unless the Customer confirms in writing that they consent to a different use. Drawings and models remain inalienable, tangible, or intangible property of the Customer and shall be returned to the Customer upon completion of the Agreement, without the Customer having to request it from the Supplier. The Supplier shall be liable for any breach of the above provision.
10. Termination of Agreement
10.1. Either party has the right to withdraw from the Agreement for the following reasons:
10.1.1. if one of the parties commits a material breach of the Agreement, despite a written notice and an additional reasonable period of time to rectify such breach, or
10.1.2. (i) a court rules on the bankruptcy or similar status of the Supplier; or (ii) the Supplier files an insolvency petition (or a similar petition under a non-Czech legal order) against themselves; (iii) the insolvency petition (or a similar petition under a non-Czech legal order) for the person in question will be rejected for lack of assets within the meaning of the Czech Act No. 182/2006 Coll., the Insolvency Act, as amended ("Insolvency Act/Law") or comparable foreign regulations; (iv) an insolvency administrator (or a similar administrator under a non-Czech legal order) of the Supplier will be appointed; or (v) a compulsory or voluntary resolution on the liquidation of the Supplier will be adopted; (vi) the Supplier becomes bankrupt within the meaning of the Insolvency or similar Act; or (vii) another similar situation occurs (e.g. the Supplier is aware of the risk of occurrence of the facts listed under points (i) to (vi) above and the Supplier withholds this from the Customer; or
10.1.3. The Supplier goes into liquidation.
10.2. Resignation and termination must be in writing
10.3. Withdrawal from the Agreement shall not affect the Customer's right to compensation for any damage.
11.1. If any provision of the Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not result in the invalidity or unenforceability of the entire Agreement, but the entire Agreement shall be interpreted as not containing the relevant invalid or unenforceable provision or part of the provision and the rights and obligations of the parties shall be interpreted reasonably.
11.2. The parties further undertake to cooperate with each other in order to replace such invalid or unenforceable provision with a valid and enforceable provision that achieves the same economic result (to the maximum extent possible in accordance with the law) as was intended by the provision found to be invalid or unenforceable.
12. Legal and Dispute Resolution
12.1. The Agreement is governed by Czech law, in particular the Civil Code. Any disputes arising from the Agreement shall be settled definitively in the competent court of the Czech Republic.
13. Final Provisions
13.1. The parties agreed to exclude the application of the following provisions of the Civil Code:
Section 1767 paragraph 2;
Section 1740 paragraph 2 second sentence and paragraph 3;
13.2. In accordance with Section 1765, paragraph 2 of the Civil Code, the Supplier assumes the risk of changing circumstances.
13.3. With reference to Section 1895 of the Civil Code, the Supplier is not entitled to transfer (as a transferor) any of their rights or obligations from the Agreement or part of it to a third party without prior written consent of the Customer.
13.4. The Agreement contains a complete agreement on the subject matter of the Agreement and all the details which the Parties had and wanted to agree on in the Agreement, and which they consider important for the binding nature of the Agreement. Any statement made by the Parties during the negotiation of the Agreement, or any statement made after the conclusion of the Agreement shall not be interpreted as contrary to the explicit provisions of the Agreement and shall not create any obligation for either Party.
13.5. The Agreement contains a complete agreement on the subject matter of the Agreement and all the details which the Parties had and wanted to agree on in the Agreement, and which they consider important for the binding nature of the Agreement. Any statement made by the Parties during the negotiation of the Agreement, or any statement made after the conclusion of the Agreement shall not be interpreted as contrary to the explicit provisions of the Agreement and shall not create any obligation for either Party.
Valid from 1st July 2022