General Business Terms of ALUTECH Systems, s.r.o.
with its registered office at Úherce 165, 330 23 Úherce, district of Plzeň, Czech Republic, ID No.: 290 89 077, incorporated in the Commercial Register kept on file at the Regional Court in Plzeň, Section C, Insert 24004
1. Scope of General Business Terms
1.1 These General Business Terms (hereinafter the "Terms") form an integral part of all trade agreements concluded between ALUTECH Systems, s.r.o. (hereinafter "ALUTECH" or the "Company") and the signed counterparty (hereinafter the "Customer"). ALUTECH shall deliver goods, provide services, and submit proposals exclusively from these Terms.
1.2 Any general terms, business terms or other documents of the Customer shall not be binding on ALUTECH irrespective of whether or not ALUTECH has raised an objection to such provisions or conditions of the Customer.
1.3 Any departures from these Terms if there are any shall be drawn in written form and signed by both parties.
2.1 All Notification concerning the trade agreements concluded between Customer and ALUTECH, based on the basis of these Terms, including Order, Invoices and etc. (hereinafter – Notification) shall be drawn in written form and delivered by hand and/or by fax and/or by email and/ or by recorded delivery with acknowledgement of receipt .
2.2 All Notifications addressed to ALUTECH should be sent to: Úherce 165, 330 23 Úherce, district of Plzeň, Czech Republic, tel.: +420 374 634 007, firstname.lastname@example.org
It is also possible to send notifications directly to the sales staff of one of the Alutech Group production plants if the Customer was provided directly with such an e-mail address. Anyway, such an address should have one of the following domain names: @alt.by , @alutech.by , @alutech-doors.by , @alutech-mc.com
2.3 Any Notifications addressed to Customer will be sent to address specified in the Order by Customer under the Article from these Terms.
2.4 The written notification of delivery signed by the receiving party constitutes confirmation of the acknowledgment of receipt the Notification delivered by hand or sent by registered mail.
3. Conclusion of Sales Contract
3.1 Provision of goods and services is taking place under contractual arrangements between ALUTECH and Customer in accordance with the procedure specified in agreed Terms.
3.2 Any offer or calculation made by ALUTECH without concluding the Agreement is invalid.
3.3 The Customer willing to make an agreement shall send the Order to ALUTECH.
3.4 The Order can be sent by the Customer by any means of communication specified in the Article 2 of these Terms and can be posted on the Internet portal on the ALUTECH website: http://aservice.alutech24.com.
3.5 Each order placed by the Customer shall specify at least name of Customer, registered seat of Customer, company ID, VAT No., postal address, e-mail address, fax number, payment details, the article and number of the ordered goods, catalogue code of the goods (if any), unit prices, total price, and proposed delivery date.
The Customer should inform ALUTECH immediately if he has any changes in his VAT number or his VAT number was cancelled. Otherwise, he shall compensate ALUTECH for all losses that may be caused by using wrong or non-existent VAT number.
3.6 The absence in the Order of a reference to these Terms does not mean that they are not applied to this Order.
3.7 Acceptance of the Order is confirmed by sending to the Customer by any means of communication specified in the Article 2 of these Terms, Advance invoices (in case of prepayment).
3.8 The agreement is deemed to be concluded at the time of receipt of Customer Notification by ALUTECH certifying the consent with the Invoice.
3.9 Notwithstanding the foregoing, if the Customer does not send Notification to ALUTECH with refusal and / or reservations to the Invoice within one working day from the receipt of the Invoice, the Agreement shall be deemed concluded on the next day after the day of receipt of the Invoice by the Customer.
3.10 After entering into the Sales Contract, the Customer shall be entitled to change or cancel the order only with the written consent of ALUTECH. Should that consent be granted, the Customer shall pay ALUTECH a cancellation fee amounting to 10% of the total value of the cancelled order. In addition to that cancellation fee, ALUTECH shall be entitled to require the payment of the full price of the goods already produced by ALUTECH at the time of the change/cancellation of the order and the reimbursement of all other related costs. If the Customer has made any advance payment for the goods affected by the change/cancellation of the order, ALUTECH shall be entitled to set off the advance payment against the payments which the Customer shall make under the preceding sentence.
3.11 If ALUTECH does not agree with the change or cancellation of the order, the Parties shall fulfill their obligations for delivery and acceptance, as well as obligation to pay for the goods to the full extent.
3.12 Any illustrations, drawings and data concerning the dimensions and weights of the goods given in the orders of ALUTECH shall not be binding.
4. Prices and Terms of Payment
4.1 The standard prices include the costs of the preparation and packing of the goods under the rules of ALUTECH. Should ALUTECH receive from the Customer the order with the requirement for the supply of the goods in non-standard packaging or other non-standard requirements, ALUTECH shall contact the Customer without undue delay and inform the Customer of a price increase related to that non-standard packaging or other adjustments, which shall be performed in order to fulfil the order. Subsequently, the Customer of ALUTECH shall place a new order taking into account the price increase and other adjustments required by ALUTECH.
4.2 All the prices of ALUTECH are calculated in EUR without VAT, if no other currency is stated in the invoice.
4.3 Statutory VAT amounting to the corresponding value of the purchased goods as of the date of issue of a tax document - invoice shall be added to the net price calculated in that manner.
4.4 Should the total costs of the inputs required for the production of the goods in accordance with the Sales Contract be increased as compared to the total costs of the inputs at the time of the confirmation of such order by ALUTECH (e.g. as a result of an increase in the prices of raw materials or other costs), ALUTECH shall be entitled to increase the price of the order in an appropriate manner provided that ALUTECH shall inform the Customer of such price increase without undue delay. If the Customer does not agree with that, it shall be entitled to withdraw from the contract without payment of cancellation fee provided for in the Article 3.10.
4.5 Payment of the Advance invoices shall be due in full prior to dispatch of the goods unless otherwise agreed in writing by the parties. The Customer shall make the payment for the goods and services by transferring the full amount of the outstanding invoice to the bank account of ALUTECH within the time limit specified by the invoice. The payment shall be deemed to have been made on the date on which the bank account of ALUTECH is credited with the amount due. All the costs related to the wire transfers of the payments of the invoices issued by ALUTECH shall be borne by the Customer.
4.6 Unless otherwise prearranged in writing, the Customer hereby waives its right to set off the invoices of ALUTECH against its own claims.
4.7 Should the payment in favour of ALUTECH not be made until the due date, ALUTECH shall be entitled to charge interest on late payments amounting to 0,1% of the total amount due (hereinafter "Interest") for each day of default until the making of the payment. Any payment of Interest shall be without prejudice to the duty of the Customer to settle its obligations arising from the contract. Should the Customer be in delay with any payment for longer than 90 days, the Customer shall pay ALUTECH in addition to Interest also a penalty stipulated in the amount of 2% of the amount due for each day of delay or a part thereof, starting from the 91tst day, however, not more than 100% of the price of the unpaid goods. Any payment of Interest and the penalty by the Customer shall be without prejudice to the right of ALUTECH to claim compensation for damage.
5. Terms of Delivery
5.1 The delivery terms shall be Incoterms 2010 EXW unless the Parties agree otherwise (Úherce 165, 330 23 Úherce, district of Plzeň, Czech Republic).
If ALUTECH and the Customer agreed uponother delivery terms (group C and D Incoterms 2010) and the goods are delivered to the Customer’s warehause or other place named by the Customer, the goods are considered to be delivered at the moment of signing the corresponding CMR by any employee of the Customer or by a person who is in a contractual relationship with the Customer.
5.2 Should ALUTECH fail to observe any binding time limit agreed in the Sales Contract, the Customer shall provide the Company in writing with the maximum legally permissible grace period. However, should the supply not be made within the provided grace period, the Customer shall be entitled to withdraw from the Sales Contract and demand the refund of all payments for the unfulfilled order under the given Sales Contract.
5.3 The circumstances excluding liability under the Article 2913 Item 2 of the Czech Civil Code (Collection of laws, Law No. 89/2012 as subsequently amended) such as natural disasters, floods, fires, earthquakes, and other similar events which are beyond the control of ALUTECH and which could not have been foreseen or avoided by ALUTECH, including state export or import embargo for which ALUTECH is not responsible, shall relieve ALUTECH of its duty to observe the delivery date. Should the circumstances exist for longer than six (6) months and should it not be possible to establish whether they will cease to exist during the future six (6) months, both Parties shall be entitled to withdraw from the Sales Contract affected by the circumstances and return to each other the performances hitherto received under such contract.
5.4 On condition that the supply is executed at the expense of ALUTECH, the Customer shall provide technical support in the unloading of the goods and to unload the goods at the place of destination unless otherwise agreed in writing.
5.5 If the Customer causes any delay in the acceptance of the goods or the Customer fails to comply with any other of its obligations connected with the unloading of the goods, the Customer shall compensate ALUTECH for all the actual costs connected with the unloading, storage, re-loading, transport delays, and onward transfer resulting from the failure of the Customer to ensure the discharge of goods.
5.6 During the unloading, the Customer shall perform the inspection of the quality and quantity of the goods. The goods shall be transferred to the Customer on the basis of the document concerning delivery: CMR plus packing list or bill of delivery. If the bill of delivery is signed by both Parties without reservation / CMR signed by the Customer, it means that the Customer has received the goods or an agreed part thereof specified by the bill of delivery and that the goods do not show any apparent defects.
6. Liability for Defects, Guarantee
6.1 The Customer shall check the quantity and quality of the supplied goods upon the receipt of the goods. Any complaints concerning the quantity may be filed within three (3) working days of the date of the receipt of the goods and any complaints concerning the quality in terms of apparent defects may be filed within thirty (30) working days of the date of the receipt of the goods; the provision of Article 5.6, the second sentence, shall remain unaffected. Should the complaints not be filed within the above-mentioned time limits, all the claims of the Customer in relation to the quantity or apparent defects shall expire.
6.2 When filing a complaint, the Customer of ALUTECH shall submit all the required information including photographs, an accurate description of problem, a copy of the label or information given on it (description, classification, item, code of the specifications of the working parameters), the quantity of the missing or defective goods, and the date of delivery.
6.3 The Customer shall (i) enable ALUTECH to inspect the goods complained of by sending the goods or their samples for inspection to ALUTECH and (ii) keep the original packaging of the goods so that it is possible to use them for transporting back to ALUTECH. In case the original packaging is unavailable, the customer shall use its own packaging for transporting the goods. The Customer shall bear all the costs incurred by the Customer as a result of the dispatch of the goods complained of or samples thereof to ALUTECH. Should the complaint be admitted by ALUTECH, ALUTECH shall compensate the Customer for such costs.
6.4 ALUTECH shall check the complaint within 14 days of the receipt thereof. Should it be necessary to send the goods complained of or samples thereof for checking purposes to ALUTECH, ALUTECH shall check the complaint within 14 days of the receipt of the goods or samples. In its statement concerning the complaint, ALUTECH shall notify the customer of whether or not the complaint is admitted.
6.5 Should the complaint be admitted, ALUTECH shall repair the defects by means of the repair or replacement of the defective goods by the sound goods or by means of the provision of the additional goods as compensation for the missing goods, within a time limit of thirty (30) days of the date on which the complaint is admitted. Should the procedure not be possible or should it result in unreasonable costs, ALUTECH shall offer and agree with the Customer on a deduction from the price or refund of the total amount for the defective or missing goods. In case of the refund of the payment for the defective goods, the Customer shall bear the costs of the disposal thereof. In case of refund ALUTECH will issue a credit note to Customer. After credit note is delivered approved by Customer´s signature back to ALUTECH, related amount will be credited into Customers bank account.
6.6 ALUTECH provides the guarantee for hidden defects for a period of twelve (12) months after the delivery of the goods to the Customer, provided that the Customer shall use the goods only in the manner and for the purposes agreed in the Sales Contract or, in the event that no such contract has been concluded, in the usual manner and for standard purposes. Any tolerances defined by the DIN standard shall not substantiate the right to complain and shall not be deemed defects. The guarantee shall not apply to the defects of the goods arising from fair wear and tear, incorrect use or improper storage. The complaints within the guarantee shall be filed and settled in compliance with the provisions of the present Article 6.
6.7 ALUTECH does not bear any responsibility for the improper performance of the system if ALUTECH components were used with any other type of necessary component or replaced by any type of foreign elements, which had not been tested and approved by ALUTECH beforehand and had not been accepted as safe for the ready-assembled system. In this case (use of foreign elements in the ALUTECH system) ALUTECH shall only be liable for the compliance of the particular products with technical parameters agreed with the Customer under the signed drawings, specifications etc.
7. Limitation of Liability
7.1 ALUTECH shall not be held liable for any defects arising from fair wear and tear, incorrect use, or improper storage or incorrect maintenance or for any damage to the goods occurring after the delivery of the goods to the Customer, except for the cases falling under the scope of guarantee under 6.6 of the Terms.
7.2 The total liability of ALUTECH towards the Customer for any damage, including the actual damage and lost profit, arising from any breach of any Sales Contract concluded (including any breach of these Terms) by ALUTECH or any breach of the statutory obligations of ALUTECH connected with such contract shall be limited by the total amount corresponding to the total price of the goods affected by that breach. Such agreement on the limitation of the extent of damages constitute the foreseeable and reasonable extent of damages which ALUTECH could expect when entering into the respective Sales Contract as a possible consequence of any breach of its obligations arising from such Sales Contract or breach of its statutory obligations connected with the contract and which could be expected within the given facts and purpose of such Sales Contract.
8. Transfer of Title to Goods
8.1 The tittle to goods passed to the Customer at the time of delivery or payment, whichever occurs later. Whereas if there is a payment after delivery, ALUTECH shall remain the owner of all the supplied goods until the Customer has settled all its outstanding obligations towards ALUTECH, including any additional costs connected with transport, interests on late payments and/or a penalty. ALUTECH shall be entitled to suspend the supply of the goods until all the outstanding obligations of the Customer have been settled. Should the Customer act on behalf of third parties or as an agent, the Customer shall assume the responsibility for the consequences arising from the fact that ALUTECH remains the owner of the goods until the settlement of all the outstanding obligations of the Customer, provided that the Customer shall notify the principal or the end Customer of that fact.
8.2 The goods, which remain in the ownership of ALUTECH, shall not be pledged in favour of any third parties or provided as security. The Customer shall use such goods in the usual manner and for standard purposes and shall take all the necessary measures to protect the goods against any damage.
8.3 Should the Customer breach any of its obligation under this Article 8 or should the Customer fail to settle all its outstanding obligations within 30 days of the receipt of the warning about the breach of the contract, ALUTECH shall be entitled to withdraw from all the sales contracts related to the goods which have remained in its ownership and take the goods back into its possession which shall not be obstructed by the Customer in any manner. The right of ALUTECH to claim compensation for damage shall not be affected by such taking the goods into possession or payment of penalties.
8.4 If the Customer denies the agreement or if ALUTECH denies the agreement for the reasons caused by the Customer, ALUTECH has the right to supply the unpaid goods to the Customer, produced according to the requirements of the Customer (including the goods, that can be produced of the raw material in the colours ordered by the Customer), and/or receive the refund of goods` value. ALUTECH is entitled to claim the compensation for the losses for the goods, produced according to the Customer`s requirements. In this case, the Customer is obliged to return all the supplied stillages to ALUTECH not later than in 2 month after the date of the latter supply.
8.5 ALUTECH is not obliged to accept the return of any goods supplied in proper quality. If ALUTECH agrees to accept these goods voluntarily, ALUTECH compensates no more than 70% of the value paid by the Customer for these goods.
8.6 If the Customer receives the products in steel stillages (reusable packaging), the ownership right of these stillages is held by ALUTECH. The transfer of steel stillages to the Customer is accompanied by a Proforma-invoice. The Customer should guarantee the safety of ALUTECH property and carries responsibility for damage or loss of reusable packaging in the amount of the mortgage value – 305 EUR per piece. The return of reusable packaging is conducted on the same conditions as its supply. Maximum return period that the Customer has the right to keep steel stillages is within 60 days.
The penalty for failure in meeting the deadline of the return is 0,1% of the mortgage value for each day of delay. ALUTECH has the right to charge such a penalty to Customer.
If the Customer keeps the reusable packaging for 5 months from the delivery date or longer, ALUTECH is entitled to invoice the Customer covering 100% of the mortgage value of the stored reusable packaging not returned in time.
Customer can´t provide steel stillages to his clients, subcontractors, exchange them with other Customers or use them that way that he loses control over the flow of steel stillages.
8.7 If the goods are delivered at the written request of the Customer to a third party, the delivery obligation to the Customer is deemed to be fulfilled after the receipt acknowledgement (signature) of the specified third party will be put down in CMR. While all the Customer's obligations to ALUTECH covered by these Terms continue in force.
9. Governing Law and Jurisdiction
9.1 These Terms shall be governed by the UN Convention on Contracts for the International Sale of Goods and UNIDROIT Principles of International Commercial Contracts. To the extent not regulated by the said provisions, the provisions of the Czech legal regulations, especially Law No. 89/2012, Collection of laws, the Civil Code, as subsequently amended, shall apply.
9.2 All disputes that may arise in connection with these Terms and/or any Sales Contract, which the Parties fail to solve amicably within 20 days, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Prague, Czech Republic. The language of the arbitration shall be English. If an arbitration is commenced concerning a legal relationship in respect of which an arbitration between the parties is already pending, the parties hereby agree to consolidate the new claims with the pending proceedings.
9.3 At any time before the commencement of the arbitration proceedings under Article 9.2, ALUTECH shall be entitled to refer any dispute with the Customer at its own discretion to the competent state court of the country in which the Customer has its place of business.
9.4 Should the arbitration proceedings be commenced under Article 9.2, ALUTECH shall no longer be entitled to refer the dispute concerning this particular delivery and/or possible counterclaims to state courts within the meaning of Article 9.3. Should the proceedings before any state court under Article 9.3 be commenced, both Parties shall no longer be entitled to institute the arbitration proceedings and in such case all the disputes between the Parties concerning this particular delivery and/or possible counterclaims shall be referred to the given state court.
9.5 This Article 9 shall not prevent either Party from seeking an interim order from the competent state court to the extent deemed to be appropriate by the respective Party.
10. Personal data policy:
10.1. If one Party (Customer, ALUTECH) during fulfilling its obligations under this GBT gains access to the personal data of the other Party’s (Customer, ALUTECH) employees or to the personal data of persons involved in civil law relations with the other Party (hereinafter accordingly referred to as the Receiving Party and the Sending Party), this Party shall process the received personal data in good faith according to EU Regulation 2016/679 dated 27.04.2016 (GDPR) and to the legislation of the country of its establishment for the purposes of fulfilling the obligations under this GBT, as well as to ensure proper protection and confidentiality of the personal data received.
10.2. The Sending Party grants the Receiving Party the right to process personal data according to these Terms and shall obtain the written consent of its employees (persons involved in civil law relations with the Sending Party) for personal data transfer to the Receiving Party and its further processing by this Party including the consent to receive the newsletters from the Receiving Party as well as the invitations from the Receiving Party (or its Partners) and information surveys prior to the personal data transfer.
In Úherce, October 2018, ALUTECH Systems, s.r.o.