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Terms and Conditions

I. General Terms

1.These terms and conditions further define and specify the rights and obligations of the seller, MPM-Quality v.o.s., with registered office at Příborská 1473, Frýdek-Místek 738 01, Czech Republic, Identification Number (IČ): 47987430, Tax Identification Number (DIČ): CZ47987430, registered in the Commercial Register kept by the Regional Court in Ostrava, section AXVIII, insert 956, and the buyer (‘customer; consumer’).

2. Deviant provisions of the purchase agreement (binding orders confirmed by the seller) take precedence over the provisions of these terms and conditions.

3. The term ‘goods’ refers to the module supplied by the seller, which is specified in terms of type, method of execution, characteristics, and price in the product sheets provided to the customer based on specific demand, and is an integral part of the contract for work.

4. Deliveries of goods according to individual orders from the buyer are considered as separate purchase agreements, the regime of which is governed by these terms and conditions, unless otherwise specified in the framework purchase agreement or contract for work.

II. The subject of the purchase agreement

The subject of each individual purchase agreement consists of the following main obligations of the contracting parties:

a) On the part of the seller:

Obligation to deliver to the buyer, based on the contract for work, the item which is the subject of the purchase (hereinafter also referred to as “goods”). – Obligation to enable the buyer to acquire ownership rights to the item which is the subject of the purchase.

b) On the part of the buyer:

Obligation to accept the item which is the subject of the purchase from the seller. Obligation to pay the seller the purchase price of the item which is the subject of the purchase.

III. Order and delivery of goods

The delivery of goods will be carried out in the following manner:

1. Order:

a) The goods will be delivered by the seller to the buyer based on the buyer’s order containing details of the goods from the seller’s product specification and subsequent contract for work.

b) The order can be made in writing to the seller’s email address. The order is binding only once it is confirmed by the seller to the buyer via email with the mutually supplemented specification.

c) If the order is not placed using the seller’s forms, the order must contain at least the following particulars: Date of order issuance, date of goods delivery Specification of ordered goods according to the designation in the seller’s product specification (price lists, product sheets, etc.).

d) Each order must include a signature or written confirmation of acceptance, identifying the buyer, including the signature and acceptance of the seller.

f) If the authorized individuals to place orders on behalf of the buyer are not specified in the framework purchase agreement, a person authorized by the buyer for this purpose or someone commonly authorized due to their job position is entitled to place orders on behalf of the buyer. In the event of a change, the buyer is obliged to notify the seller of this fact in writing; otherwise, the seller is not responsible for any orders made by an unauthorized person.

g) The production of goods typically takes 45-60 days.

2. Order confirmation, individual purchase agreement closure:

a) The buyer acknowledges that they are obligated to review the order confirmation (especially for unintentional errors and typographical mistakes).

b) If the order meets the requirements set forth in these Terms and Conditions, and the seller is capable of fulfilling the delivery of goods according to the buyer’s requirements, the individual contract for work is ready to be concluded on the day when the buyer confirms the proposal of this contract for work by their own signature.

3. Change of order by the buyer:

If the buyer requests a change to the contract for work during its execution, they are obligated to notify the seller of this fact promptly in writing or by phone, without undue delay. Any change to the order is subject to the seller’s approval, which shall be documented in writing by the seller.

4. Change of order by the seller

If, during the processing of the order, the seller discovers that the delivery of the goods cannot be carried out under the conditions specified in the contract for work (especially concerning the delivery time), they shall inform the buyer of this fact. If the buyer approves the proposal of new conditions, the seller will annotate the revised delivery conditions into the original contract for work unless otherwise agreed upon by the parties.

5. Completeness of the order

a) The seller is not liable to the buyer for incompleteness or inaccuracies in the delivery of goods that originate from incorrect or inaccurate orders placed by the buyer. Clarification of the order pursuant to paragraph 2, letter a) due to its incompleteness or inaccuracy is the right of the seller, not their obligation. The technical specifications of individual products of the seller, their components and parts, maximum dimensions, and standard design are provided in the appendix to the contract for work.

6. Delivery deadline:

a) The delivery deadline of the goods depends on the production capacity of the seller and the method of transporting the goods to the buyer. The requested delivery date (while respecting production and delivery schedules) will be specified by the seller in each individual contract for work.

b) If the seller is unable to fulfill the delivery within the requested deadline, they have the right (even after the contract has been concluded) to set a new, later delivery date and will notify the buyer of this new delivery date.

7. Place of delivery:

a) The place of delivery of the goods is the address stated as the registered office of the buyer or the place of their business, unless otherwise specified in the contract for work.

8. Delivery and acceptance of goods

The seller fulfills their obligation to deliver the goods to the buyer:

a) the goods are handed over to the buyer or their authorized person at the place of delivery with a delivery protocol; and thus allows the buyer to handle the goods at this location and promptly informs them of it.

b) The buyer is obligated to inform the seller of the individuals designated and authorized by them to receive the goods on their behalf. If they fail to do so, the seller is authorized to deliver the goods at the place of delivery to a person who will be present at the delivery location and who will confirm the receipt of the goods.

c) The buyer fulfills their obligation to accept the goods by ensuring the presence of the designated person to receive the goods at the place of delivery. The seller will hand over a delivery protocol to the designated person, which both parties will confirm with their signatures, and simultaneously provide an invoice for the purchase price of the delivered goods.

IV. Purchase price

1. The final purchase price for the goods is determined based on the processed individual order and is an integral part of the contract for work. The seller reserves the right to change the purchase price with regard to changes in transportation costs.

2. The amount of the purchase price may be adjusted in the contract for work or by agreement through an appendix to the contract for work; the change in the individual purchase price will be implemented by the seller sending a proposal for the new wording of the appendix to the buyer. The buyer’s consent to the change in the individual purchase price is considered to be the continuation of further orders for the delivery of goods by the buyer after the proposal for the change in the individual purchase price.
3. In case there is a change in the prices of inputs, energy, transportation, or other factors affecting the price of the goods, the seller is entitled to reduce the price for less work and increase it for more work. The contractor reserves the right to be paid a higher price if the final price for more work exceeds the original price within the specified limit – maximum. 10 %. Méněprací se rozumí dodávky a výkony, o něž Smluvní strany sníží rozsah díla sjednaný touto smlouvou. Víceprací se rozumí dodávky a výkony, o něž Smluvní strany zvýší rozsah díla sjednaná touto smlouvou. Cenu méně – či víceprací Smluvní strany stanoví na základě rozpočtu, který je součástí dokumentace. Neobsahuje-li příslušnou položku, použije se cena obvyklá v místě a čase.

V. Method of payment of the purchase price

1. If not agreed otherwise, the price will be paid by the buyer in three installments, namely:

a) Upon placing the order and signing the contract for work, the buyer will make a non-cash payment to the seller’s bank account of 50% of the agreed purchase price.

b) Upon commencement of the shipment of the goods, loading, the buyer will make another non-cash payment to the seller’s bank account of an additional 30% of the agreed purchase price.

c) Upon delivery of the goods, the buyer will make the remaining non-cash payment to the seller’s bank account of the remaining 20% of the agreed purchase price.

2. The seller has the right to issue a pro forma invoice for billing the purchase price of the goods on the day of the conclusion of the contract for work by the buyer.

3. The right to issue the final invoice for billing the purchase price of the delivery arises for the seller on the day of the execution of the delivery, i.e., upon the handover of the goods to the buyer.

4. The invoice will be delivered to the buyer along with the goods and usually serves as the delivery note as well. The buyer designates and authorizes the person authorized to receive the goods according to § 3, paragraph 8, also as the person authorized to receive the invoice on behalf of the buyer. The invoice may also be sent to the buyer via email to the address provided by the buyer in the contract for work or in the individual order.

5. In the event that the buyer is in arrears with the payment of the purchase price for previous deliveries of goods, the seller is entitled to condition further deliveries of goods on the payment of the outstanding amount with which the buyer is in arrears and with the payment of the purchase price for subsequent deliveries of goods.

VI. Retention of title

The buyer acquires ownership rights to the goods only upon full payment of their purchase price. However, the risk of damage to the goods passes to the buyer upon their receipt. If the goods have been incorporated by the buyer into the property of a third party before the purchase price is paid, the buyer is obliged to use the consideration received from the third party for the goods primarily to pay the purchase price to the seller.

VII. Transfer of risk for damage to the goods

The risk of damage to the goods passes to the buyer:

a) On the day of delivery, i.e., upon handing over the goods to the buyer.

VIII. Goods defects

1. The seller is obliged to deliver the goods:

a) in the quantity and specifications specified in the individual purchase contracts;

b) in the quality specified for the specific type of goods by its product specification.

2. If the product specification does not specify the quality or design of the goods, the seller is obliged to deliver the goods in a quality and design suitable for the purpose specified in the contract, or if this purpose is not specified in the contract, then for customary purposes.

3. If the seller fails to fulfill the obligations set forth in paragraphs 1 and 2 of this article, the goods are defective.

4. The seller is liable for any defect present in the goods at the moment when the risk of damage to the goods passes to the buyer, even if it appears later.

5. The buyer is obliged to inspect the goods immediately upon their receipt.

6. The buyer is required to inspect the functionality and completeness of the goods delivery and any other apparent defects upon receiving the goods, and record any identified defects in the handover protocol. If the buyer fails to inspect the goods or ensure that they are inspected at the time when the risk of damage to the goods passes, they cannot assert claims for defects detectable during this inspection.

7. If the buyer fails to promptly report a defect after they could have detected it through timely inspection and due diligence, the court will not grant them the right to claim defective performance. The same applies to hidden defects; if a defect is not reported promptly after the buyer could have detected it with due diligence, but no later than within two years from the delivery of the item, the right to claim is forfeited. If the warranty period is longer, the length of the warranty period applies instead of two years.

8. The seller provides a warranty for the quality of the delivered goods. By providing a warranty for the quality of the goods, the seller undertakes that the delivered goods will be fit for the usual purpose or will retain their usual characteristics for the duration of the warranty period. The conditions and scope of the warranty are determined by a separate declaration of the seller in the form of a warranty certificate and a complaint procedure, unless otherwise agreed upon in the contract for work.

9. Further details regarding the assertion of defects and their resolution, as well as other matters, are regulated by the seller’s complaints procedure, which is binding for both parties.

IX. Other provisions

1. All contractual relationships are concluded in accordance with the legal system of the Czech Republic. If the contracting party is a consumer, the relationships not governed by the terms and conditions are governed by the Civil Code No. 89/2012 Coll. and the Consumer Protection Act No. 634/1992 Coll., as amended. If the contracting party is not a consumer, the relationships not governed by the terms and conditions are governed by the Civil Code No. 89/2012 Coll.

X. Complaints Procedure

The complaint procedure is governed by the Civil or Commercial Code, depending on the nature of the order.

XI. Transitional and Final Provisions

The provisions of these terms and conditions shall enter into force on the 1st day of month 3. 2024.

These terms and conditions shall apply to individual purchase contracts and orders for the delivery of goods made after the entry into force of these conditions.

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