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GENERAL BUSINESS TERMS AND CONDITIONS (VOP/ GTC)
of Hranipex k.s.

registered office J. Rýznerové 97, 396 01 Komorovice
(hereinafter the “Supplier”)
defining the sales of goods produced/distributed by the Supplier (hereinafter the “Goods” only)

1. CONTRACT CONCLUSION

First, the Supplier shall issue an order defining the quantity and type of the ordered goods, information on the pickup location and definition of the estimated Goods delivery date and shipping method. By sending a binding order the Supplier fully accepts these GTC and excludes the use of any other GTC. The Supplier shall first confirm the order including the price and the delivery date. Until the order is confirmed by the Supplier in writing, the order shall not be binding for the Supplier and no individual purchase contract is concluded. The Supplier is obligated to deal only with orders which have been confirmed in writing by the Supplier. After the binding order is confirmed by the Supplier the Client may not cancel the order and must accept the Goods within the established delivery deadline and pay the agreed purchase price in a timely manner. Should the Order be submitted via the Internet (Hranipex e-shop), the Supplier does not need to confirm the order in writing. In such scenario, any order clearly submitted by the Client through the website by pressing the “Send Order” button shall be sufficient for the establishment of the relevant purchase contract.

Goods descriptions in the order submitted by the Client shall only be for informative purposes, unless the contract specifies otherwise. The Client is responsible for submitting the correct information needed for the preparation of the Goods, and should the Goods be defective due to incorrect information/documents the Client shall not be entitled to exercise any liability or warranty rights applicable either to the Supplier or to the Seller.

2. PLACE OF DELIVERY

Place of Goods delivery (hereinafter also the delivery destination) is defined in the order of the Client confirmed by the Supplier (for example by specifying INCOTERMS conditions) The Supplier shall arrange for the shipping to the place of delivery using the Supplier’s shipping companies at the expense of the Client.

3. DELIVERY DATE

The Supplier fulfils the obligation to deliver the Goods when the Supplier hands over the goods to the shipper within the delivery deadlines, provided that the Goods are being delivered to the Client via a third person (shipper), otherwise by delivering the Goods to the Client at the place of delivery defined in the contract and within the delivery deadline. The Supplier is entitled to deliver the Goods any time during the agreed delivery deadline. The Delivery deadline shall be adequately extended, should extraordinary events occur, which the Supplier could not have averted while using due diligence and care. This shall also apply if such circumstances occur at a sub-supplier, provided that these conditions have negatively impacted the production or delivery of the Goods. This mainly includes interruptions of manufacturing processes, delays in raw material and other auxiliary product deliveries, number of NOK products, or administrative measures. Should the above circumstances prevent the Supplier from making the Goods delivery, the liability of the Supplier shall cease to exist. The Supplier is obligated to inform the Client about this in written form. In such scenario, the Client is not entitled to receive reimbursement for damages and the Client hereby waives this right.

Should the Client fail to accept the goods within the agreed deadline and at the place of delivery agreed in the contract, the Client shall become in delay with the fulfilment of his obligation to accept the Goods, and the Client shall pay the Supplier for the cost incurred due to a return shipment. Should this regard a return of a non-standard order the Supplier may also require reimbursement for the incurred damage equal to 50% of the price of the order. The Supplier is authorized to demand that the Client fulfil the relevant contract or define the adequate deadline during which the Client may accept the Goods, and should the Client fail to do so, the Supplier may withdraw from the contract.

4. PARTIAL DELIVERIES

Partial deliveries are acceptable, unless explicitly agreed otherwise. Deviations in case of edge deliveries are possible provided that they stay within ± 10 %. Dimensional tolerances for plastic edges are described in detail in Annex No. 1 of these GTC. The delivery deadline shall be extended adequately when the delivery is delayed due to reasons not on the Supplier’s side or due to unforeseen circumstances (force majeure events such as embargo, goods seizure, restrictions in electricity supplies etc.).

5. CHANGES IN ORDER

Any additional requirements of the Client regarding the order shall extend the agreed delivery time adequately. Should the Client be in delay with the acceptance of Goods, or should the Supplier breach other obligations regarding cooperation sharing, the Supplier shall be entitled to demand reimbursement for incurred damages including extra costs. Any other rights shall remain unaffected by the above. The Client is aware that colours in the Supplier’s catalogue or presented on websites may differ from the actual colours due to technical reasons.

6. PRICE/INVOICING

Goods prices specified in the current price list of the Supplier shall apply. Goods prices do not include VAT, packaging cost, shipping and insurance expenses. The Supplier reserves the right to change the prices defined in the pricelist any time during the year, provided that the Supplier informs the Client about the change in time. Should the manufacturer increase prices or the exchange rate or value of the Czech crown versus EUR goes down, the Supplier is authorized to increase the price adequately. Payment for any due amount shall be regarded as fulfilled by the Client when the relevant amount is credited to the account number of the Supplier.

After each delivery (complete or partial) the Supplier shall issue an invoice and send it electronically or by regular mail to the Client, or the invoice may be included with the Goods delivery. The Supplier may require an advance payment up to 100% of the price of the Goods. The Supplier’s invoice shall be payable and due within 30 days following its issuance. The due date of a proforma invoice shall always be defined on an individual basis. Should the payment for the invoice be delayed the Supplier is entitled to charge the Client a late interest fee based on the due amount and as per applicable law. Should the Client be late with the payment for the agreed purchase price, the Supplier is entitled to charge the Client a late interest fee, for each day of delay, in the amount of 0.05 % of the price of the Goods, which are still due. In addition to the late interest fee the Supplier is entitled to receive a full reimbursement for damage suffered by the Supplier due to the delayed payment, whereas payment for the late interest shall not impact the right to receive reimbursement for damage. A delay in the payment for the purchase price by the Client represents a significant breach of the contract.

Should the payment be delayed for more than 30 days, the Supplier is entitled to withdraw from the purchase contract and demand return of the Goods. This shall not affect the right to receive reimbursement for damage. The Client is not allowed to set off his receivable, which has not been accepted by the Supplier, against receivables of the Supplier. The Supplier may also require a bank guarantee.

Should the Client be in delay with several payments defined in purchase contracts concluded with the Supplier, the Supplier shall have the right to declare all unpaid and outstanding amounts originating from the already concluded contracts, payable and due immediately. Should the Client fail to pay for these due amounts within an additional 10-day time provided by the Supplier after the original due dates, the Supplier is entitled to withdraw from all individual contracts effective immediately. The above shall be without prejudice to the right of the Supplier to receive payments for late interest fees or reimbursement for damage, including costs related to debt collection procedures.

The Client undertakes to notify the Supplier without undue delay of an insolvency or a threat thereof, or any other fact that could or will have a negative effect on the ability of the Client to fulfil the purchase contract and to pay Value Added Tax ('VAT') in a timely manner. Should the Supplier suspect insolvency of the Client or any imminent threat of insolvency proceedings or suspect inability to pay the relevant VAT, evasion or elicitation of tax benefit, the Supplier is entitled to pay the relevant VAT directly to the appropriate tax authority. In such case, the Supplier shall notify the Client about it without undue delay. By paying the VAT directly to the relevant tax authority, the receivable of the Supplier payable by the Client equal to the amount of the VAT shall be regarded as satisfied regardless of other provisions of the purchase contract. At the same time, the Supplier shall immediately inform the Client in writing whether such payment has been registered by the tax administrator of the Client.

7. OWNERSHIP RESTRICTIONS

The Goods damage liability shall be transferred over to the Client when the Goods are accepted at the place of delivery. The acceptance and takeover of the Goods by the Client shall be confirmed on the delivery document. A copy of this document shall be handed over by the shipper to the Client together with the delivered Goods. The Goods shall remain the property of the Supplier until the price for the Goods delivery is paid in full including all related cost (VAT, shipping, packaging etc.). The Client undertakes to handle the Goods properly and with due diligence, in particular the Client undertakes to arrange and pay for a sufficient insurance policy. The Client shall perform the necessary maintenance and inspections at his own expense and during his own time.

Should the Client act in conflict with the contract, in particular if the Client is in delay with a payment, the Supplier shall have the right (after a certain time) to take back the delivered Goods. Goods removal shall not be seen as a withdrawal from the contract. The Supplier is entitled to sell the removed Goods and use the proceeds from the sale of the Goods to cover receivables of the Supplier payable by the Client.

Further, the Client is entitled to sell the Goods, provided that the Client follows legitimate business activities. In relation to the above, the Client shall forward to the Supplier all receivables from additional sale, processing, connection or other legal reasons related to the subject of the purchase equal to the total amount of the purchase price which has been agreed but remains unpaid. In such scenario, the Client shall present the Supplier immediately with a written identification of all his receivables related to the goods deliveries payable by debtors of the Client, including the amounts and data necessary to enforce collection procedures and provide all necessary documents and inform his debtors (third parties) that these receivables have been forwarded to the Supplier who has the right to collect them.

Should the unpaid Goods be confiscated or a third party exercises any rights in terms of the Goods, the Client shall inform the Supplier in writing about it. Otherwise, the Client shall be liable for the incurred damage. Should Goods with restricted ownership rights be processed, combined or adjoined with other items not belonging to the Supplier, the Supplier becomes a co-owner of the Goods or item in proportion to the total purchase price of the Goods to the total purchase price of the worked or processed item.

8. QUALITY GUARANTEE

The Supplier shall cover the Goods with a two-year warranty policy starting on the date when the Goods damage liability is transferred over to the Client. In the case of dispersion adhesives and constructional chemistry, the warranty shall be 6 months, whereas the time is always specified in the technical documentation attached to the given product. The time period starts on the day the Goods are delivered under this GTC. The limitation period for all claims submitted by the Client against the Supplier has been established at 12 months. The warranty does not cover defects caused by improper or unprofessional use, incorrect assembly performed by the Client or by third parties, regular wear, erroneous or negligent handling, including consequences of changes or improper maintenance which were performed unprofessionally by the Client or third parties and without prior written consent of the Supplier.

9. GOODS CLAIMS

The Supplier’s liability for defects covered by the warranty policy shall not apply if the relevant defects appeared after the Goods damage liability has already been transferred over to the Client, and which were caused by external events and not by the Supplier or by persons used by the Supplier to fulfil his obligations. Further, the Client may submit a written claim for apparent defects to the Supplier which were discovered during the Goods handover process and the Client may do so no later than within 3 business days following the Goods delivery date (the decisive day shall be the day when the written complaint is delivered), otherwise the Client shall lose the right to submit a claim due to defective performance. The Goods are considered to be free of defects if the Supplier does not receive a written complaint for the obvious or apparent defects within the aforementioned period. Defects which are not apparent and which could not have been discovered during the Goods handover process but which are covered by the quality warranty must be claimed by the Client at the Supplier in written form delivered to the Supplier no later than on the last day of the warranty period. The delivered Goods must be properly examined immediately after the Goods are handed over to the Client or to a person authorized by the Client to receive the Goods. The inspection of the Goods shall also include a partial removal of a certain part of the protective foil, in particular to determine differences in colour shades or to determine particular damage.

Should the delivered Goods show defects or fail to meet the contractually agreed parameters, the Supplier shall settle the claim based on his own discretion by either delivering new or missing Goods, by removing the relevant defects, by providing a discount from the purchase price, or possibly by removing legal defects of the Goods. In the claim notification the Client is obligated to specify an adequate time needed for the defect removal, which shall not be less than 30 days.

Should the Client fail to do so, the Supplier is obligated to remove the defect within a time period which is adequate to the type of the Goods and based on the capabilities of the Supplier, but no sooner than within 30 days. The parties hereby agree to exclude the application of the provisions of Section 2108 of the Civil Code.

Should the submitted claim be justified, the Supplier may have a choice to withdraw from the contract instead of complying with the requirements defined in the claim. The Client is not entitled to enforce damage reimbursement rights together with the submitted Goods claim.

10. LIMITATIONS OF LIABILITY

The amount of compensation for damage/harm caused by the Supplier shall in no case exceed the amount of the purchase price paid by the Client for the Goods which were clearly defective and caused the damage or harm; this limitation does not apply to damage caused by a deliberate action of the Supplier. Should unforeseen events occur, which could not have been predicted at the time of the conclusion of the purchase contract but which prevent the Supplier from delivering his performance, the Supplier shall be entitled to postpone the performance period by the time the relevant obstacle lasted. In all circumstances excluding liability or in the event of an unexpected substantial change in circumstances on the part of the Supplier, the Supplier is entitled to withdraw from the contract without creating any right for the Client to claim reimbursement for damage, and the Client hereby waives any such potential right.

11. CONFIDENTIALITY

Both parties are obligated to keep all information and facts related to the subject of the contract and which they learned either directly or indirectly with the conclusion of the contract or which they shared between each other, confidential. The Parties undertake not to misuse, share or make available such information to third parties, and shall obligate their employees and persons who are to perform and fulfil obligations under the contract, to keep such information and facts confidential at least within the same scope the relevant party keeps such information confidential. Each violation of this requirement shall carry a contractual penalty of CZK 500,000.00 payable by the party at fault. This provision shall remain valid even after the contract is terminated.

12. MAIL DELIVERY

When delivering or sending documents, messages or any other materials to the other party, the mail shall be sent to the last known address of the other Party, or the message may be delivered to a data box. In order to eliminate any doubt, the last known address shall be the address officially provided to the other party and where mail is regularly received, or the address given in the contract. Email messages shall be regarded as delivered when received at the recipient’s email address, provided that the sender did not receive information specifying that the mail delivery was unsuccessful. For the purpose of the contract, the date of delivery shall be regarded as: a) no later than on the third business day following the day the message was sent to the address (email address) using any of the methods specified above in this article, even though the recipient failed to accept or pick up the mail; if the mail is delivered in person then the mail shall be regarded as delivered when rejected or accepted by the recipient. The Client is obligated to inform the Supplier immediately in writing about any changes in the address or email address.

13. RECEIVABLE SET OFF

The Supplier is entitled to unilaterally set off or include any receivables payable by the Client defined in the relevant purchase contract or related to the purchase contract including any other receivables of the Supplier acquired, due and/or not due, statute-barred and non-statute-barred and/or assign these receivables to a third party. The Client may not unilaterally set off, include or transfer his receivables payable by the Supplier against receivables of the Supplier arising out of the purchase contract or related to the purchase contract.

14. FINAL PROVISIONS

These GTCP are subject to the Czech legislature while excluding the UN Convention on International Sale of Goods and shall apply to all deliveries of the Supplier delivered to the Client (unless the written purchase contract specifies otherwise), and shall take legal effect, at the latest, when the Goods are accepted by the Client. Changes or additions to the contract, or provisions different from these GTC, must be specified in written form and confirmed by the Supplier. Any other business terms and conditions of the Client shall not be used and therefore cannot be applied to the business relationship shared between both parties. The Client is aware of the fact that in order to process orders properly, personal information of the Client will be processed - detailed information about the processing of personal data of the Client will be provided by the Supplier together with these GTC. Should any provision of these GTC become invalid or unenforceable due to any reason, the validity and enforceability of the other provisions shall remain valid and in full force. In such scenario, the invalid and unenforceable provision shall be replaced with a new, valid and enforceable provision whose content and purpose shall be as close as possible to the original invalid provision.

The present GTC shall come into force and become effective on 1/ 11/ 2019. The Supplier is entitled to unilaterally change or terminate these GTC; in such scenario, the new and changed GTC shall apply to legal agreements concluded after the new and changed GTC have come into force.