General Business Terms and Conditions
of the Company Martin Průša, PAMS
1. Introductory Provisions
1.1. Unless any other conditions are agreed on, these General Terms and Conditions these General Terms and Conditions (hereinafter referred to as “Terms and Conditions”) shall govern contractual relations between the company Martin Průša, PAMS, with registered office at Chlumecká 347, Chlumec, Postal Code 403 39, Identification No: 42423627, Tax Identification No.: CZ7106262955, registered in the Company Register at the Regional Court in Ústí nad Labem under File No. A.3421 on 6th August 1992 and the Business Premises located at Jateční 49, Ústí nad Labem, Postal Code 40001, as the Seller and Purchaser on the basis of the concluded Contract of Sale or the Purchase Order handed over in person, or sent by mail, by fax or by email, executed on the company Website and confirmed by the Seller.
2. Subject of Performance
2.1. The subject of performance is understood as manufacturing the goods and rendering the services ordered by the Purchaser in the area of machine embroidery, advertising textile and the related activities and their delivery to the customers.
3. Purchase Price of the Goods and Services
3.1. The prices of the goods and services are formed as follows:
3.1.1. By means of calculation based on the Purchaser’s quotation. The calculation of the price is binding only if the Purchase handed over all the required and correct information (specifications) necessary for the Seller’s implementation of the order. The validity of the Seller’s calculation shall become extinguished provided that the Purchaser changed the parameters of the Order after the calculation had been made/completed.
3.2. The graphic work, designing and samples are charged on the basis of the company valid pricelists, calculations or agreements between the Seller and the Purchaser.
4. The Purchase Order
4.1. The Order must contain complete invoicing data, including the name of the contact person.
4.3. The Seller reserves the right to reject the Order.
5. The Delivery Term
5.1. The confirmed term of delivery is binding for the Seller.
5.2. The term for delivery of the Order starts running
5.3.1. by delivering the complete Order, including all specifications necessary for proper execution of the implementation of the Purchase Order.
5.3.3. by the Seller’s accepting the advance payment for the given Purchase Order (i.e. by receipt of payment), provided that the advance payment is determined and it has not been agreed on otherwise. In general it is assumed that the term starts running from the fact that abates as the last one.
5.4. Unless any delay appears upon all necessary cooperation (for instance the approval of eventual samples, previews, etc.) on the Purchaser’s side, the Seller has a right to extend the delivery term of the Purchase Order by a reasonable period of time.
6. Delivery Terms
6.1. The Seller undertakes to deliver the goods of the agreed on the product line of the goods, quantity, quality, delivery terms and prices specified in individual orders or in the Contract of Sale.
6.2. In case the goods are sent by any of our freight forwarders, the place of performance is understood as the place where the consignment is handed over to the first independent forwarder or to the post office, i.e. mostly in the place where the Seller’s commercial premises are located-
6.3. The term of performance is understood as the time of handing over the goods to the Purchaser in the Seller commercial premises or the time of handing over the goods to the first independent forwarder that will deliver the goods to the Purchaser, provided that it is not agreed on otherwise.
6.4. The Seller is entitled to implement the subject of the Agreement (Contract) even partially and the Purchaser is obliged to take over the partial performance of the subject of the Contract.
6.5. The goods are packed for being taken over and transported in the manner that is common in business relations.
6.6. The goods are delivered in the usual quality and execution or in compliance with the given technical terms and conditions, or in the design/workmanship and the quality agreed on in the contract.
6.7. In the case that the goods are delivered, due to technical reasons, with the production reserve (surplus) then it holds that the difference between the quantity determined in the Contract of Sale (Purchase Agreement) or in Purchase Orders and the quantity actually delivered may reach, with labels (price tags) and appliqués, max. amount of 10 %.
7. Payment Conditions
7.1. The Purchaser undertakes to pay the Purchase Price for the delivered goods and services including the transportation costs, postage and packing and other justifiable costs, provided that they are charged to the Purchaser, incl. the VAT. In case of invoice payment, the invoice is considered as covered on the date of receipt of the whole invoiced amount on the Seller’s bank account. In case of all other payments, we consider the payment OF the full Purchase Price, as it is charged.
7.2. The Seller is entitled to charge (or to invoice) partial performance of the Purchase Order and the Purchaser is obliged to pay such invoice within the due term.
7.3. Unless the purchase price and all the essentials are covered/paid to their full extent, the title to the goods and the disposal of the goods belongs to the Seller. The Purchaser is obliged to take all necessary measures against the third parties to protect the Seller’s rights under this paragraph of the Contract.
7.4. Neither the Purchase Price, nor any of its parts, must be paid by a mutual credit, provided that the Contracting Parties agree on otherwise.
10.1. For exercising the liability for defects the Contracting Parties have to follow the binding provisions of the Commercial Code.
10.2. While taking over the goods, the Purchaser is obliged to inspect the goods and exercise the right for compensation of any obvious quality defects of the goods. The Purchaser is obliged to inform the Seller about such defect(s) in writing, not later than 7 days after the takeover of the consignment, in case of any hidden defects, he has to do it within 6 months after the takeover of the consignment at the latest.
10.3. The Purchaser must submit the claimed goods to the Seller for consideration.
10.4. The Seller must give his statement to the applied claims within one month at the latest and remove possible defects within two months from the receipt of the claim in writing.
10.5. In case of recognition of the defective goods or services, The Seller shall deal only with the duly claimed goods.
10.6. If the purchase order is affected by quality defects, the Purchaser may, at his discretion, demand that the defects be removed by a repair or facultative compensation, by a reasonable price reduction, an advice of credit (credit note) or any other manner agreed on in advance.
10.7. The Seller is not responsible for the defects arising form the improper use (maintenance) of the goods or by using them in a manner that defers from the usual and appropriate use of the goods, or by wrong storage of the goods.
10.8. The Seller is not responsible for the defects of the goods and services that were caused after further processing of the goods and their further alterations by the Purchaser.
10.9. Any insignificant colour or special differences shall not be considered as defects of the goods (this does not concern the approved sample of the executed embroidery in terms of colours, design or otherwise precisely approved samples).
10.10. The Purchaser guarantees the rights and obligations resulting from using the ordered embroidery motifs and logos, The Seller shall not be responsible for any possible legal defects of the ordered goods and services.
10.11. Claims for compensation of indirect damage arising from complaints are excluded from the Seller’s liability for defects.
11. Force Majeure
11.1. The Seller is not responsible for any delays or impossibility to deliver the goods due to the circumstances of Force Majeure. In that case the Seller is obliged to inform the Purchaser about the occurrence of such circumstances.
12. Other Provisions and Formulations
12.1. These conditions form an integral part of the modification of the contractual relationship between the Seller and the Purchaser. In case that these conditions do not alter obligations of the Contracting Parties, the legal regulation shall be governed by the provisions of the Commercial and Civil Codes and other legal regulations, as later amended.
13. Final Provisions
13.1. The Purchase Contract (Agreement) or Purchase Order may determine greater details of or aberrations from individual provisions.