General Terms and Conditions

FatraFatraGeneral Terms and Conditions

A. SCOPE OF THE GENERAL TERMS AND CONDITIONS

Subject to the terms and conditions set forth in the respective Purchase Agreement and herein the Seller shall be obliged to sell the goods to the Purchaser and the Purchaser shall be obliged to accept the goods and to pay to the Seller the respective purchase price. The specifications of the goods, delivery period, quantity and quality shall be agreed in the Purchase Agreement.

B. CERTAIN TERMS OF THE PURCHASE AGREEMENT

1. The purchase price of the goods shall be set forth in accordance with the price-list issued by the Seller and valid at the time of execution of the Purchase Agreement. The prices specified in such price-list shall be binding on the parties until a new price-list is agreed on by the parties. In case, the Seller intends to change the prices specified in the price-list, the Seller shall be obliged to inform the Purchaser 30 days in advance by sending to the Purchaser the new price-list and specifying the date of effectiveness of such new price list. If the price-list is not agreed by the Purchaser at least 10 days before the notified date of effectiveness of the new price-list, the Seller shall have the right to withdraw from the Purchase Agreement.

2. In case that the Purchaser is in delay with any payment under any of the invoices issued by the Seller, the Seller shall have the right to stop the goods deliveries.

C. GOODS DELIVERY

Method of delivery: The Seller shall arrange for the delivery of the goods to the Purchaser, including transportation. The place of delivery: the Purchaser’s seat or another agreed place. The Purchaser shall confirm the receipt of the goods by delivering to the Seller a written confirmation duly signed by the Purchaser.

D. PAYMENT TERMS

1. The Purchaser shall be obligated to pay to the Seller the purchase price specified for the respective goods in the price-list, which price-list shall constitute the Schedule no. 1 to the Purchase Agreement.

2. The purchase price for the delivered goods shall be paid pursuant to the invoice issued by the Seller. The obligation of the Purchaser to pay the purchase price shall be complied with when the entire amount specified in the respective invoice is on time credited to the bank account of the Seller.

E. RESERVATION OF OWNERSHIP

In accordance with Section 445 of the Czech Act No. 513/1991 Coll., the Commercial Code, as amended, the Purchaser shall become the owner of the goods only after the payment of the purchase price is made by the Purchaser in full.

F. QUALITY AND GOODS DEFECTS

1. The warranty as to the quality of the goods shall be provided by the Seller. The warranty period shall be equal to 2 years from the date of the delivery of the goods to the Purchaser.

2. The Purchaser shall be obliged to inform the Seller about any visible defects of the goods within 30 days after the inspection or planned inspection of the goods. Otherwise the warranty set forth in the preceding section 1 shall not apply.

3. When raising any claim under the warranty, the Purchaser must deliver to the Seller also the production label of the goods in respect of which the defect is claimed. Should the Purchaser breach this obligation the Seller shall not be obligated to accept and remedy such claim.

4. Any claims for defects must be submitted to the Seller in writing and on time. The specification of the defect of the goods must be included in such submission and giving the claim from the goods defects that the Purchaser applies.

5. The warranty shall not apply to any defects resulting from improper handling or storage.

G. TERMINATION OF THE GENERAL TERMS AND CONDITIONS AND PURCHASE AGREEMENT

Each party shall have the right to withdraw from the Purchase Agreement only in cases defined by this General Terms and Conditions or by Czech Act No. 513/1991 Coll., the Commercial Code, as amended. The Seller’s and Purchaser’s right to compensation shall not be affected by withdrawal by any party from the Purchase Agreement.

The Seller shall have the right to withdraw from the Purchase Agreement in case that the Purchaser is in delay with any payment under any invoices issued by the Seller.

Any such withdrawal notice shall be send by the Seller to the Purchaser by registered mail. In such case the Purchase Agreement shall be terminated on the date of the receipt of the withdrawal notice by the Purchaser.

Each Party shall have the right to withdraw without a cause from these General Terms and Conditions by means of a three-month written notice delivered to the other party. In such case the Purchase Agreement shall be terminated upon the expiry of 3 month period following the date of the receipt of the withdrawal notice by the other party. In case of any disputes concerning the dispatch of the withdrawal notice, any withdrawal notice is deemed to be dispatched after three days following its issuance.

These General Terms and Conditions and the individual Purchase Agreement concluded in accordance herewith shall be governed by the Czech Law, especially by the Czech Act No. 513/1991 Coll., the Commercial Code, as amended. The parties agree that any dispute shall be solved amicably. In case the parties are not able to reach a mutually acceptable solution of any dispute, the dispute will be resolved in arbitration proceedings before the Arbitration Court attached to the Economic Chamber of the Czech Republic and Agricultural Chamber of the Czech Republic. Zlín shall be the place of the arbitration.

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