Modletice 76
CZ-251 70 Modletice
Czech Republic
Phone: +420 - 323 616 156, Fax: +420 - 323 616 144
E-mail: export (at) frankstahl.cz, Web: http://www.frankstahl.cz
The company registered with the Municipal Court in Prague, File No.C 19869,
Reg.No. 49356704, VAT-No.CZ49356704
- This contract is governed with the following conditions.. Any amendments to these conditions or their changes are valid only when they are confirmed in written by both contract parties. By concluding the contract, all the previous dealings and correspondence relating to this contract loses their legal validity. The amendments and changes to this contract are valid only when they are compiled in written and agreed by both parties. The reports are considered to be in written form, when they are sent via telegraph, telex and electronic media which make it possible to express the content of a legal act and to determine uniquely the person who performed the legal act.
- The agreement of the price is the pre-requisite for the contract inception. The Sellerīs price (when not otherwise specified in the contract) is the price EXW NOVÁ HU, a.s. The payment of customs duties and other cost adheres to the conditions INCOTERMS 2000. Only bank expenses and charges invoiced by the Sellerīs bank go to the debit of the Seller. All other expenses and charges are paid by the Purchaser. When the price or the way of its additional determination is not determined, the contract is not supposed to be agreed. For invoicing the goods delivered, the weight determined at the moment of goods taking-over for transport is binding.
- Neither the Purchaser, nor the Seller is authorised to hold back the payment of the price or its part or to hold back any claimed goods as the counter-demand or to include it in payments one-sidedly, inclusive demand arisen from claims of goods.
- The Seller is not obliged to perform the contract object in case that :
- the ensuring payment tools have not been established or their wording does nor agree with the contract
- it is aware of facts that make imposible for the Purchaser to pay the full purchase price
- the Purchaser is delayed with the payment for the goods delivered sooner.
- Not paying the purchase price within the due period agreed is a substantial brake of the contract which entitles the Seller to withdraw from the contract. When the purchase price is to be paid in part payments and the payment due has not been paid within the term agreed, the remainder of the purchase price becomes due immediately.
When the payment of the purchase price is delayed, the Purchaser is obliged to pay the interests from the delay in the amount of 12 % p. a. from the sum due. This provision does not offend the Sellerīs claims for compensation of other losses arisen from the payment delayed. - All the deliveries are performed with the extended reservation of the ownership right.
- The ownership right to the goods delivered passes over to the Purchaser only with the full payment of the purchase price. Till the full payment of the purchase price, the goods delivered is in the Sellerīs ownership.
- The Purchaser is entitled to sell the goods, which remain in the ownership of the Seller, only under normal commercial conditions, but already now it passes over all its claims from such a sale to the Seller.
- The goods processed or over-processed by the Purchaser remains still the ownership of the Seller or, when the goods is joined during such a processing or over-processing with that, which does not belong to the Seller, the Seller acquires the joint ownership to the newly arisen product proportionally to its goods value in relation to the third party goods value. In case that the Seller passed over, according to appropriate legal provisions, the goods to the Purchaser during this processing or over-processing, to which it has the ownership right, the Purchaser passes over already now its ownership rights gained in this way to the Seller or it passes over to the Seller the joined ownership in the relation to the value of the processed or over-processed goods, the provision of the point b) being valid.
- The Purchaser is entitled to cash in the claims arisen from the further sale according to the point b) unless the Seller recalls this right. The Seller is entitled to recall this right only for serious reasons, namely in cases when the Purchaser does not fulfil its obligations or in the case when the Seller comes - on the basis of the facts known to it - in its commercial considerations to the opinion, that the Purchaserīs economic circumstances became worse and that the above mentioned is not able to ensure the fulfilment of its obligations. The Seller is entitled to inform the Purchaserīs customers about the passing-over the claims to the Seller and the Purchaser is obliged to offer to it all the details and documents necessary for applying these claims. The Purchaser is not entitled to pass over the claims which belong to the Seller according to points b) and c).
- When the Purchaser does not take-over the goods in spite of the Sellerīs invitation at the time and on the spot agreed in the contract, the Seller is entitled, unless it insists on the contract fulfilment, to perform a substitute sale and to ask from the Purchaser the compensation of any losses or injuries arisen in this way. If the shipment or delivery of the goods, which is the subject of the contract, does not take place after the announcement to the Purchaser that the goods is ready for shipment or taking-over, the Seller is entitled to store this goods on the risk and cost of the Purchaser either in its stores or in a public stores or at the third person or - as the case may be - to sale over the goods on the Purchaserīs account in the case, that the above mentioned does not take the good over in spite of the due but vain notice.
- The delivery term agreed is obligatory unless it is necessary to postpone the delivery term for reasons of removing obstacles which hinder from fulfilling the delivery when the Seller does not cause them and is not responsible for them. When the Seller does not deliver the goods in the term and state agreed, the Purchaser is entitled to withdraw from the contract after elapsing of an adequate time period which is additionally provided to the Seller. Time period of 5 months at minimum is considered to be the adequate time period for fulfilling since the date of announcing this fact to the Purchaser.
- Partial deliveries are allowed unless otherwise specified.
- All the risks are passed over to the Purchase in agreement with the conditions INCOTERM 2000.
- The Purchaser is obliged to give to the Seller all the documents and information necessary for applying possible claims of the Seller against the carrier.
- The defects of the goods, which can be found out at its being taken over, as well as any shortage concerning its amount must be announced to the Seller within the one month period after the delivery of the goods to the place of destination according to the contract. The defects must be announced to the Seller immediately when they are found out, but not later than 5 months after the delivery of the goods to the place of destination. The announcement must be supported with the documents which confirm the rightfulness of the claim. When the defect of the goods is not announced to the Seller within the period mentioned above, the Purchaserīs title arisen from the goods claim becomes extinct. The claimed goods must be stored separately in the whole claimed value till the claim solution and the goods must not be treated with so that the check of the goods claimed would be made difficult or, as the case may be, fully impossible.
The defects announcement must be performed with a registered letter. When the claim is rightful, the Seller is entitled - according to its consideration - either to repair the found out defects within an adequate time period or to realise a substitute delivery under original conditions or to give an adequate price reduction to the Purchaser. The Purchaser has then no other claims. - Force major (or vis major) is an unusual, objectively non-avertible circumstance, which cannot be prevented from even by performing all the effort which can be demanded under conditions of the particular case. Therefore the force major is especially a nature calamity, war event, infectious disease etc. In no way, the force major is the debtorīs disability of payments raised with the debterīs shortage of funds or its unwillingness to pay.
- When circumstances arise which have the character of force major and prevent the Seller from fulfilling its contract obligations, the Seller is entitled to extend the time period of delivery by 6 months or to withdraw from the contract. In both cases, no obligation of indemnification arises.
- The Purchaser is forbidden to re-export the goods. The goods can be delivered into another country than specified in the contract only after previous Sellerīs agreement in writing.
- For the interpretation of commercial provisions applied herein, rules included in the International rules for interpretation of delivery terms issued by the International Chamber of Commerce in Paris in the year 2000 (INCOTERMS, 2000) are used.
- This contract is governed by the Czech law. All the disagreements arising in the connection with this contract will be settled in an arbitration procedure held by the Arbitration court at the Economic Chamber of the Czech Republic and Agrarian Chamber of the Czech Republic in Prague or Ostrava, as the case may be, according to the Regulations of the Arbitration Court at the Economic Chamber of the Czech Republic and Agrarian Chamber of the Czech Republic. The contract parties undertake to fulfil this decision as it would be a court of law decision.
