1. GENERAL CONDITIONS
1.1. These General terms and conditions for purchase contracts (“Terms”) of AGRIWELL s.r.o., ID number: 288 82 202, address: Plzeňská 3351/19, Smíchov, 150 00 Praha 5, Česká republika, registered by Commercial register maintained by Municipal court in Prague, section C, insert 150860 (“Buyer”), regulate under the section 1751 of Act No. 89/2012 Coll., the Civil Code (“CC”) mutual rights and obligations of the contracting parties arising from the purchase contract concluded between the Seller and another person or company (“Seller”).
1.2. These Terms form an integral part of the purchase contract concluded between the Buyer and the Seller. It is possible to negotiate provisions deviating from the Terms in the purchase contract. Different arrangements in the purchase contract take precedence over the provisions of these Terms.
1.3. These Terms are binding between the Buyer and Seller and supersede and replace any Seller terms and conditions or previous agreements for the subject of purchase. Unless expressly stipulated under purchase contract or required under applicable law, the Buyer expressly rejects any incorporation attempt by the Seller of any other terms and conditions, whether from the Seller or from what is common industry practice, and whether such attempt is made in relation to offering, correspondence, website, order acceptance, counter party compliance inquiries, invoicing or other means.
1.4. By the purchase contract, the Seller undertakes to deliver the ordered goods to the Buyer and to transfer the ownership right to the Buyer and the Buyer undertakes to take over the delivered goods and to pay the Seller the purchase price for it.
2. SELLER’S OBLIGATIONS AND WARRANTIES
2.1. The Seller warrants that the subject of purchase (“Goods”) corresponds with the description in the purchase contract and any applicable specifications; are new (unless otherwise indicated in the purchase contract), of good and merchantable quality and fit for any purpose held out by the Seller, or made known to the Seller by the Buyer expressly or by implication, and in this respect the Buyer relies on the Seller’s skill and judgement.
2.2. The Seller warrants that it sells the Goods to the Buyer free from all liens and encumbrances and with full title guarantee (unless otherwise expressly stated in the purchase contract).
2.3. The Seller shall be responsible for ensuring all inspections and testing of the Goods is properly and adequately performed. The Goods shall be subject to final inspection and acceptance or rejection by the Buyer upon arrival at their destination. If following inspection or testing the Buyer considers that the Goods do not conform or are unlikely to comply with the Seller’s obligations, the Buyer shall inform the Seller and the Seller shall immediately take the necessary remedial action to ensure compliance.
2.4. The Seller shall ensure that the Goods are properly packed and secured in such a manner as to enable them to reach their destination in good condition and the Seller shall deliver the Goods to the Buyer during the Buyer’s usual business hours or those otherwise agreed with the Buyer.
2.5. The Seller warrants that it will comply with applicable laws and regulations in supplying the Goods, including without limitation all import, export, environmental and data privacy laws and regulations.
2.6. Any third party products sold by the Seller may carry their own warranties and Seller shall pass through to Buyer any and all such warranties to the fullest extent. Exercise of such warranty shall be directly between Seller and the third party provider.
2.7. This warranty clause is in addition to and not to the exclusion of any warranty or service guarantee stated in the purchase contract, offered by the Seller or implied or required by applicable law.
3. PURCHASE PRICE AND PAYMENT
3.1. The price of the Goods is the price stated in the purchase contract. The price includes all packaging, transportation costs to the delivery location, insurance, customs duties and fees and applicable taxes, including, but not limited to, all value- added taxes, sales, use or excise taxes. No increase in the price is effective, whether due to increased material, labor or transportation costs or otherwise, without Buyer’s prior written consent.
3.2. Seller shall issue an invoice to Buyer on or after the delivery and only in accordance with these Terms.
3.3. One invoice may not be related to multiple purchase contracts. The invoice shall comprise:
- purchase contract number;
- particulars of a tax document in accordance with the law;
- the Seller’s bank account (stating the bank code);
- price details in accordance with the contract.
Unless the invoice meets all the conditions specified above, this fact shall cause non-payment of the invoice and its return to the Seller for correction. A new time limit shall start for the new invoice from its repeated delivery to the Buyer.
3.4. Except as otherwise set forth on the face of the purchase contract, Buyer shall pay all properly invoiced amounts due to Seller 14 days after Buyer’s receipt of such invoice, except for any amounts disputed by Buyer in good faith.
3.5. All payments hereunder will be in euros and made by wire transfer or as may otherwise be agreed between Buyer and Seller.
3.6. In the event of a payment dispute, Buyer shall deliver a written notice to Seller reasonably describing each disputed item. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under the purchase contract and these Terms notwithstanding any such dispute.
3.7. The day of debiting the paid amount from the Buyer’s account shall be considered the payment day.
3.8. The Seller must issue an official receipt to evidence payment by the Buyer.
4.1. Goods shall be delivered to the address specified in the purchase contract or as otherwise instructed by Buyer.
4.2. Seller shall deliver the Goods in the ordered quantities on the date(s) specified in the purchase contract or as otherwise agreed in writing by the parties. Timely delivery of the Goods is of the essence. If Seller fails to deliver the Goods on the delivery date, Buyer may terminate the purchase contract immediately by written notice to Seller and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses attributable to Seller’s failure to deliver the Goods on the delivery date.
4.3. Seller shall give written notice of shipment to Buyer when the Goods are delivered to a commercial carrier. Seller shall provide Buyer all shipping documents, including the commercial invoice, packing list, air waybill/bill of lading and any other documents necessary to release the Goods to Buyer promptly after Seller delivers the Goods to the transportation carrier. The purchase contract number must appear on all shipping documents, shipping labels, air waybill/bill of lading, invoices, correspondence and any other documents pertaining to this contract.
4.4. Goods must be packed for shipment according to Buyer’s instructions or, if none, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Goods shall be marked and labeled in compliance with all applicable laws, standards and regulations. Seller must provide Buyer prior written notice if it requires Buyer to return any packaging material. Any return of packaging material shall be at Seller’s expense.
4.5. Title passes to Buyer upon delivery of the Goods to the delivery location and accepting by the Buyer. Seller bears all risk of loss or damage to the Goods until delivery of the Goods to the delivery location. The Seller is responsible for any delay caused by the forwarding company.
4.6. In the event the Goods delivered by the Seller do not conform with the purchase contract whether by reason of not being of the quality or in the quantity or measurement stipulated or being unfit for the purpose they are required, the Buyer shall have the right to reject such goods within a reasonable time of their delivery and inspection and to purchase the Goods elsewhere and to claim for any additional expense incurred without prejudice to any other right which Buyer may have against Seller.
4.7. Acceptance of any part of the Goods shall not bind Buyer to accept future shipments of non-conforming Goods, nor deprive it of the right to return non-conforming Goods. At Buyer’s option, it may cancel the contract for rejected Goods, obtain a refund, or require Seller to repair or replace such Goods without charge and in a timely manner. Seller shall be liable for all costs incurred by Buyer to return rejected Goods.
4.8. The payment by Buyer of any amount (whether in dispute or not) will not constitute acceptance of the Goods or admission of any liability or of any obligation to make that payment. The Buyer may deduct from monies due or to become due to the Seller the following amounts (plus Sales Tax, if any, in respect of deductions payable):
- all debts and monies due from the Seller to the Buyer arising from or in connection with the purchase contract; and
- all liabilities which the Buyer may have paid, suffered or incurred and which Seller is liable to bear pay or reimburse to the Buyer.
5. NONCONFORMING GOODS
5.1. Buyer may inspect all or a sample of the Goods on or after the delivery date. Buyer, at its sole option, may reject all or any portion of the Goods if it determines they are nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer may, upon written notice to Seller: (a) accept the Goods at a reasonably reduced price; or (b) reject the Goods and require replacement thereof. If Buyer requires replacement of the Goods, Seller shall, at its expense, promptly replace the nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for return of the defective Goods and delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace them with Goods from a third party and charge Seller the cost thereof and terminate the purchase contract for default. Any inspection or other action by Buyer hereunder will not reduce or otherwise affect Seller’s obligations under the purchase contract. Buyer may conduct further inspections after Seller has carried out its remedial actions.
5.2. If the Seller identifies nonconforming Goods prior to or following shipment to Buyer, Seller shall notify Buyer immediately. Buyer will evaluate the nonconformance and determine appropriate disposition.
In case of delay in delivery the Seller is obliged to pay to the Buyer the penalty in the amount of 50 EUR per each day of delay. Neither the negotiation of a contractual penalty nor its payment exempts the Seller from the obligation to compensate the Buyer for damage caused by a breach of the obligation secured by the contractual penalty, nor does it exempt the Seller from the obligation to fulfil any obligations arising from this Contract.
7. FORCE MAJEURE
The Buyer shall not be liable to the Seller for any delay or failure in performing his obligations under the purchase contract to the extent such delay or failure is caused by an event or circumstance that is beyond the Buyer’s reasonable control, without such Buyer’s fault or negligence, and which by its nature could not have been foreseen by the Buyer or, if it could have been foreseen, was unavoidable. These Force Majeure events include, but are not limited to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, strikes, embargoes or industrial disturbances.
8.1. The Buyer is entitled to withdraw from the purchase contract if any of following conditions occurs:
- the Seller will be more than 30 days in delay with delivery of the Goods, or
- the Goods will have any default and the Seller will not repair this default within 30 days from the delivery of the request of the Buyer. The Buyer’s request can be sent by email or in written form by post.
8.2. The withdrawal can be sent by e-mail or by post according to sole Buyer’s decision.
9. GOVERNING LAW & JURISDICTION
9.1. The laws of the Czech Republic govern the interpretation, implementation and construction of the purchase contract.
9.2. The contracting parties shall attempt to resolve all disputes in an amicable manner.
9.3. The Courts of the Czech Republic have exclusive jurisdiction to settle any dispute that arises between the Contracting Parties regarding the implementation or interpretation of this Contract or regarding any other issues in connection with this Contract. If a district court (okresní soud) is a competent court according to the Czech law, the District Court for Prague 1 (Obvodní soud pro Prahu 1) shall be the competent court for any dispute in connection with this Contract. If a regional court (krajský soud) is a competent court according to the Czech law, the Municipal Court in Prague (Městský soud v Praze) shall be the competent court in connection with this Contract.
10.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the purchase contract, business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs.
10.2. Where personal data is shared by either party, the receiving party shall comply with applicable data protection laws.
10.3. No party shall use any other party’s confidential information for any purpose other than to perform its obligations under the purchase contract.
11. FINAL PROVISIONS
11.1. The Buyer is entitled to modify the Terms unilaterally. Such modification shall be notified to the Seller by e-mail. Should the Seller does not agree with the modification, the Seller will be entitled to withdraw from the purchase contract within 14 day after the delivery of the notice.
11.2. Seller agrees to indemnify and hold Buyer harmless from and against any and all liabilities, costs, losses or expenses, including reasonable attorneys’ fees, incurred or suffered by Buyer as a result of or in connection with Seller’s breach of any of its obligations hereunder.
11.3. All notices to be given hereunder shall be in writing and shall be deemed to be given when mailed by certified or registered mail, or personal delivery, to the addresses of the parties specified in the purchase contract unless either party shall specify to the other party a different address for the giving of such notice, or unless the Terms or the purchase contract specifies different way of delivery of the notices. Where the Terms or purchase contract specify the e-mail as the way of delivery notices, the e-mail shall be sent to e-mail addresses specified in the purchase contract.
11.4. The Seller will not assign its rights or subcontract its duties without the Buyer’s written consent. Any unauthorized assignment is void. The Buyer may assign its rights without prior written consent from the Seller.
11.5. No change to or modification of purchase contract shall be binding upon the Buyer unless expressly agreed to in writing by the Seller and the Buyer.
11.6. If any provision or part-provision of the purchase contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the purchase contract.
11.7. If the purchase contract (including Terms) is drawn up in multiple languages and any provisions of its particular versions contradict each other, the English version of the contract shall have priority.