Subject matter
The terms and conditions apply to all manufactured and supplied products and services provided by Martin Peroutka.
Execution date
The time of execution is determined by the technology and capacity of the seller in agreement with the buyer. The buyer is obliged to provide the seller with the necessary assistance in relation to the transfer of production documents, approval of corrections and samples, as well as the collection of goods. The delivery deadline shall be determined by the purchase agreement, whereby the seller shall decide upon a specific date within the agreed deadline. Orders confirmed by the seller are also regarded as a purchase agreement. If the agreed delivery deadline is not met, the seller is entitled to deliver the goods even after the originally agreed upon delivery time. The seller is obliged to consult this new delivery deadline with the buyer without delay. If the delivery deadline is not met for reasons that have originated from the buyer party (e.g. a late submission of production documents, overdue returning of corrections, or due to other inadequate interaction with the seller), the delivery period shall be extended by the time of the parties' agreement, or at least by the time of the buyer's delay.
Delivery
a) The delivery terms are subject to INCOTERMS 2010. The delivery terms for a specific delivery are specified in the purchase agreement.
b) If the personal collection of goods is agreed upon, the goods shall be delivered by the fact that the seller will allow the buyer to dispose of the goods at the headquarters of the seller, from where the despatch is carried out (allowing personal collection). For these purposes, allowing the handling of goods is also considered to be the case when the seller prompts the buyer to collect the goods with a written notice delivered to the buyer during the delivery period. In this case, the effects of delivery occur on the date of receipt of this written notice. If the buyer fails to collect the products within 3 working days from the receipt of the written notice, the seller is entitled to charge and the buyer is obliged to pay a storage fee of CZK 50, - per pallet per day (even one commenced), or he may send the goods at the cost and risk of the buyer to the place of business/ headquarters of the buyer at his own discretion, and the buyer is obliged to accept the goods.
c) The seller is entitled to deliver the goods determined by the purchase agreement to the buyer within a quantitative deviation of ± 10% of the goods agreed upon in the purchase agreement, unless he agrees otherwise with the buyer in writing. If the seller delivers the buyer a smaller amount of goods than was agreed upon in the purchase agreement, but within the agreed tolerance, the obligation of the seller to deliver the goods to the buyer was duly met, and the purchaser is not entitled to require the delivery of the missing quantity of goods, unless he agrees with the seller otherwise in writing. The buyer is obliged to pay the purchase price in the amount of the goods actually delivered. If the seller delivers the buyer a greater amount of goods than was agreed upon in the purchase agreement, but within the agreed tolerance, the buyer is obliged to accept the delivery and pay a purchase price for the surplus goods equivalent to the purchase price specified in the agreement.
Storage of goods
The seller and buyer may contractually agree upon the terms and the storage period of the goods in the storage spaces of the seller. In the event that the storage period is exceeded, the buyer is obliged to pay a storage fee of CZK 50, - (without VAT) for every palette and every calendar day exceeding the storage period. The fee will be invoiced at the end of each month. In the event that the storage time of the goods is exceeded by more than 9 months, the seller is entitled to dispose of the deliverables at his/her own expense or use them for further processing in favour of third parties without compensation to the buyer. This does not affect the entitlement of the seller to the price of the deliverables of the purchase agreement, accessories and the rights related to the deliverables.
The transfer of ownership of the goods
Ownership of the goods, which are the object of sale under the purchase contract, shall pass to the buyer by the full payment of the purchase price of the goods agreed upon in the purchase agreement.
The price of the goods
The price of goods is determined either by the relevant price list issued by the seller for a range of products and applicable in the relevant period, or it is agreed upon directly with the purchase agreement.
Accompanying documents
The seller shall send a delivery note with the goods, which contains the designation of the buyer and the type and quantity of the goods. During the personal collection of goods by the buyer, the seller is also obliged to hand over a delivery note to the buyer along with the goods; this does not apply if the buyer does not arrive to collect the goods within 3 days of receipt of a written notice in accordance with article 3 of the terms and conditions. The buyer is obliged to confirm the delivery of the goods on the delivery note with a legible signature, along with the corporate seal.
Invoice and maturity date
a) The price of the goods will be invoiced to the buyer by the seller without undue delay after the delivery of the goods.
b) The maturity date of the invoice is 14 days from the invoice date, unless stated otherwise in the purchase agreement. In the event of the late payment of an invoice, the buyer agrees to pay interest on late payments amounting to 0.03% (three-hundredths of a percent) of the outstanding amount for each day of delay.
c) If the agreed quantity of goods is delivered by the seller to the buyer in several consignments, every shipment may be billed with a single invoice.
Price clause
The price agreed upon as the purchase price may be subsequently changed unilaterally by the seller following the increase in production costs due to increases in prices of materials and energy inputs, transportation costs, insurance costs and changes in exchange rate.
Quality of goods
The goods are manufactured in accordance with the relevant corporate norms of the seller, in accordance with the quality management system according to DIN EN ISO 9001: 2015 and must comply with the usual quality of the given processing technology, the used materials agreed upon and the quality of the input production data submitted by the buyer. A mandatory criterion for assessing the content (text) and formal correctness (position of the text, colours, etc.) is an approved text correction (signature, e-mail, and letter). The seller is not responsible for shortcomings and mistakes that the buyer leaves in the proofread text.
Packaging
If the packing method is not agreed upon in the purchase agreement, the seller is entitled to decide on this method while taking into account the nature of the products supplied.
The obligations of the buyer when accepting the consignment
The buyer is obliged to inspect the goods upon delivery in the warehouse of the seller (if the buyer arranges the transport himself), or upon receipt from the carrier (if the seller sends the goods). Defects discovered by the buyer during this examination or ones he could find during proper care must be written by him/her on the delivery note, and s/he must notify the seller with a written claim within 3 working days after the receipt of the goods. The buyer is obliged to prove the defects of the goods. The buyer is responsible to the seller for the compliance with all terms and conditions required of the consignee by the relevant regulations governing the carriage of goods. If the buyer does not notify the seller of detectable defects within the aforementioned period, he loses all claims against the seller arising from the liability for defects and damage in relation to these observable defects.
Warranty period
a) The warranty period for the quality of goods is 6 months from the date of delivery of the goods to the buyer, provided that the buyer stores the goods in a manner that the goods do not suffer the effects of high temperatures, frost, humidity, pollution etc. The storage conditions for specific products are available on the website of the seller.
b) The seller's liability for defects, which is covered by the quality warranty, does not arise if these defects were caused by external events or by the carrier.
c) The buyer is obliged to provide a written claim to the seller for defects found during the warranty period, in which the buyer must state how the defects manifest themselves and further describe these defects. The claim must be received by the seller within the warranty period, otherwise all rights of the buyer from the liability for defects and damage shall expire.
Claims for defective goods
a) Liability claims for defective goods are governed by the provisions of §§ 2106-2111 of the Civil Code. The contract is breached significantly when the defective goods completely prevent the use of the product in the usual and customary manner; other defects are considered defects constituting a breach of the contract in an unsubstantial way. If the buyer will apply a discount, the discount is credited to the compensation of damages incurred by the buyer.
b) Unless the agreement or these terms and conditions stipulate otherwise, the seller is only responsible for damage that has demonstrably resulted from a gross violation of the obligations arising from the contract and these terms and conditions if such a violation occurred due to a wilful act or gross negligence of the employees or representatives of the seller, and he is not liable to pay an amount exceeding the purchase price agreed upon in the purchase agreement. The seller is not responsible for damages that are unpredictable, indirect (damage to or destruction of a tangible asset that was not the subject of delivery) and subsequent (loss of income from the contract) or damages incurred by the buyer as a result of the assertion of claims of a third party, even if the seller was notified about the possibility of the occurrence of such damages.
The production documents and cooperation of the buyer
a) In accordance with the requirements of the seller, the buyer is obliged to submit production documents in the required quality, scope and deadlines. The production documents remain the property of the buyer party. Their lending to the seller party is free of charge. The buyer is entitled to request their returning within 6 months from the date of delivery of the goods.
b) If the buyer does not specifically requests their returning in writing within this period, the seller is entitled to dispose of these documents at his/her discretion, i.e. including their disposal. The purchase agreement may provide further details or deviations from this provision.
c) The seller reserves the right to return unworkable templates supplied by the buyer (e.g. illegible manuscripts and wrinkled, torn, three-dimensional reproduction templates or otherwise defective production documents that would be insufficient for the manufacturing process of the seller). In this case, the buyer is obliged to accept the amendment of this contract in terms of deadlines and for a period that at least corresponds to the period between the date of dispatch of faulty production documents back to the buyer and the date on which the seller receives these production documents in perfect quality.
d) The reduced quality of the production documents sent by the buyer may be proportionally reflected in the product quality. Such a shortcoming is not regarded as a result of poor production. The buyer shall send the seller the production documents for proofreading before beginning printing, which must be verified by proofreading. The buyer is obliged to proofread them and return them to the seller approved, possibly with marked errors, within the period ordained by the seller when sending the approved correction.
e) At an electronic or written request of the buyer, the seller is obligated to enable the buyer to check how the corrections were made, which were indicated during the proofreading.
f) When called upon by the seller, the buyer is obliged to arrive at the headquarters of the seller for the purpose of approving the parameters of the ordered goods within a time ordained by the seller or another time mutually agreed upon by the parties. In the event that the buyer does not arrive at the headquarters of the seller within the time ordained or agreed upon in order to approve the colour of the print, the seller is entitled to approve the colour of this print and its use for the production of goods intended for the buyer. In this case, the buyer also declares that s/he will not make a claim for goods ordered by him/her due to deviations between the colour of the draft approved by the buyer and the goods produced by the seller. The Buyer is responsible for the content and legislative correctness of the graphic materials.
Special provisions in relation to the insolvency of the buyer
a) If the buyer fails to comply with the payment terms set out in these terms and conditions, the seller is entitled to suspend the fulfilment of further supplies to the buyer until all preceding commitments of the buyer are met. The contract does not expire by the suspension of supplies.
b) However, if the buyer does not even pay all of his/her previous financial commitments from purchase agreements to the seller within 30 days of the due date of the invoices, the seller is entitled to unilaterally withdraw from the agreement as well as charge the buyer for damages (i.e. payment for accrued expenses and loss of profit).
Force majeure
The seller is not responsible for any damage or loss incurred due to a delay in production and the sending or delivery of goods to the buyer if this delay was a result of a circumstance or event caused by a force majeure. Events or circumstances beyond the direct control of the seller are considered to be a force majeure, especially events or circumstances which have occurred as a result of the acts or omissions of the buyer, fires, floods, epidemics, quarantine restrictions, the weather, strikes, factory shutdowns, defects in manufacturing machines, interruptions or delays in the delivery of material and energy inputs, war, revolution, terrorist attacks, piracy, unrest or changes in legislation. Such circumstances or events exonerate the liability of the seller for partial or complete failure to comply with the agreed supplies of goods for the duration of the force majeure situation and to the extent of its impact. If the delay lasts longer than 8 weeks for the above-mentioned reasons, the seller is entitled to partially or completely withdraw from the contract with the buyer.
Withdrawal from the contract
In addition to the examples given in the Civil Code and in accordance with sections 16 and 17 of these terms and conditions, the seller is entitled to withdraw from the contract if the buyer even fails to provide the necessary assistance to the seller within an additional reasonable period, which is ordained for him by the seller after his failure to comply with the agreed terms of this cooperation. In this case, the seller is entitled to enforce compensation for damages against the buyer.
Dispute resolution
The buyer and seller shall try to resolve all disputes amicably. If an amicable settlement does not occur, property disputes relating to the payment of delivered goods will be resolved by the common courts of the Czech Republic. Other disputes concerning the question of the validity of the contract, its interpretation, implementation or termination of rights, including decisions about the legitimacy of a claim for goods will be resolved by arbitration at the Arbitration Court attached to the Economic Chamber of the Czech Republic and the Agricultural Chamber of the Czech Republic, according to Act no. 216/1994 Coll., on arbitration. By this agreement, the contracting parties are subjected to the regulations referred to in paragraph 2 §13 of Act no. 216/1994 Coll.
Final provisions
a) The seller is entitled to designate the goods being sold with his/her name, address and trademark, both on the product and on the packaging, unless the buyer agrees otherwise in writing in the contract.
b) The buyer has agreed to the seller presenting the goods and products bearing the logo or other designation (e.g. trademark) of the buyer in order to promote his/her products and services (esp. on his/her website, promotional leaflets etc.).
c) The seller is obliged to inform the buyer of obstacles that prevent the delivery of goods within the agreed deadline without unnecessary delay.
d) The terms and conditions are an integral part of the purchase agreement concluded between the seller and the buyer in the period during which the terms and conditions are valid. The seller is obliged to alert the buyer to the terms and conditions during the confirmation of an order, which are available on the website of the seller, and to the fact that the terms and conditions become a part of the concluded purchase agreement.
e) If specialized polygraphic terms are used in these terms and conditions, in the purchase agreement or in accompanying correspondence, their meaning is interpreted according to the publication of Dr. Vladivoj Zlatohlávek - Vojtěch Březa: "Polygraphic Nomenclature," polygraphic industry Prague, 1969.
f) If some terms and conditions are agreed upon differently in the purchase or framework agreement than they are in these terms and conditions of supplies of Martin Peroutka polygraphic products, the conditions agreed upon in the purchase or framework agreement shall apply.