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SKF Ložiska, a.s. General Trade Terms.
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- Preamble: These General Trade Terms (hereinafter the “terms”) shall be valid and binding for any offer submitted by SKF Ložiska, a.s. (hereinafter the “vendor”), for any order confirmed in a binding manner by the vendor and for any purchase contract concluded between the vendor and the purchaser unless the vendor and the purchaser arrange a separate contract in writing whereby they expressly stipulate provisions different to those arising from these terms. All verbal agreements between the vendor and the purchaser which would modify these terms shall be invalid unless they are subsequently confirmed in a written contract. The vendor shall not assume any liability for information provided to the purchaser before the conclusion of the purchase contract, whether it be information contained in the product description, price lists or similar documents, or provided verbally unless such information is included in an irrevocable offer made in writing or in confirmation of the purchaser’s order by the vendor or in a concluded purchase contract. Wherever the term “in writing” is used in the contract it shall mean a document signed by the contracting parties or sent by post or fax. Documents sent in electronic form shall subsequently be made in writing in order for them to be valid.
- Drawings, documentation and know-how: Drawings, models, technical documentation and all other technical information provided to the purchaser in connection with the delivery of a product (hereinafter the “product”) shall remain the property of the vendor and may not be used for a purpose other than the assembly, start-up, operation and maintenance of the product. Furthermore, they may not be copied, reproduced, passed on or in any way divulged to a third party without prior written approval from the vendor. The purchaser and the vendor shall also respect each other’s know-how, patents, trade marks and all other similar rights. The aforementioned obligations shall also apply after the end of the contractual relationship.
- Design: The vendor reserves the right to make, without prior notice, such alterations to the design which do not affect the agreed function and properties of the product.
- Manufacture of the product according to the purchaser’s specifications: In cases where the vendor manufactures a product according to the purchaser’s specifications and a third party subsequently makes a claim against the vendor due to an infringement of its patent rights or any other intellectual property rights, the purchaser undertakes to pay the vendor for any loss or damage thus incurred.
- Delivery: The delivery terms shall be set in accordance with Act 513/1991 Coll., the Czech Commercial Code. Deliveries shall be made by the vendor at its own cost to its logistics centre in the Czech Republic unless the contracting parties expressly arrange otherwise.
- Packaging: Costs for packaging, with the exception of returnable packaging, shall be included in the price of the product.
- Prices: The vendor shall be entitled to adjust the price of goods given in the order confirmation or in the purchase contract according to when the delivery is made, in accordance with any alterations made to the vendor’s general price list provided that the alterations to the price list are made before delivery and that the prices are increased or reduced by 3 or more percent. The prices stated by the vendor shall include standard packaging and any customs duty and import surcharge, but shall not include VAT, assembly costs or other fees. If there is an alteration to the EUR/CZK exchange rate in the period between the confirmation of a binding order from the purchaser or the conclusion of a purchase contract and the delivery of products where the alteration to the exchange rate exceeds 3%, the vendor shall be entitled to increase or reduce the price of the products accordingly.
- Payment: Payments shall be made within 30 days of the issue of an invoice by the vendor to the vendor’s bank account, which is shown on invoice. If the purchaser does not pay within this period, it shall be in default and the vendor shall be entitled to a contractual fine equal to 0.05 % per day of each individual unpaid amount until such time as payment is made. Payments shall be made without any further discounts or compensations. A payment order or other type of confirmation of the fulfilment of an obligation shall not be deemed payment; payment shall be defined solely as the crediting of the amount in question to the vendor’s account. If the purchaser is more than 3 months late with payment, the vendor shall be entitled to withdraw from the contract in a written notice delivered to the purchaser. In such a case, the vendor shall be entitled to the payment of all damage which it incurs as a result.
- Reservation of ownership right: Each delivered product, including packaging, shall remain the vendor’s property until it is paid for in full.
- Term of delivery and delays: The term of delivery shall commence on the day that the vendor gives binding confirmation of an order or concludes a purchase contract in writing. If the vendor anticipates that it will not be able to deliver a product within the term of delivery, it shall notify the purchaser of this fact immediately in writing, stating the reason for the delay and the anticipated time when the delivery can be expected. If the vendor fails to give such notice, the purchaser shall be entitled to the payment of a contractual fine equal to 0.05% of the value of the delayed delivery per day until such time as delivery is duly made. In the event of a delay in delivery exceeding 3 months due to reasons which are solely on the part of the vendor, the purchaser shall be entitled to withdraw from the contract in a written notice delivered to the vendor but only in the part to which the delay applies. The vendor shall not assume any further liability for a possible delay in delivery and shall thus be expressly released from any consequences due to a delay in delivery.
If there is a delay in delivery due to action or omission on the part of the purchaser, the term of delivery shall be extended as appropriate in view of all circumstances. In such a case, the purchaser shall be obliged to notify the vendor of this fact immediately in writing stating the reason and, if possible, a new date when it will be able to accept delivery. Unless the purchaser and the vendor arrange otherwise and unless it is a case according to article 15. of the terms, it shall apply that if a product is not delivered on the agreed date due to a reason on the part of the purchaser, the purchaser shall be obliged to make complete payment for the delivery as if the product had been delivered. After payment has been received the vendor shall provide appropriate storage for the product at the purchaser’s risk and expense and, at the purchaser’s request and expense, the vendor shall also insure the product. If, for any reason for which the vendor is not responsible, the purchaser does not receive the product within the agreed period and its delay exceeds 30 days and the price of the product has not been paid for by the purchaser, the vendor shall be entitled to withdraw from the contract in a written notice and to demand from the purchaser the payment of all damage and loss incurred as a consequence of the purchaser’s failure to act. - Risk of damage to goods: The risk of damage to goods shall pass to the purchaser in accordance with Section 455 et seq. of Act 513/1991 Coll., the Commercial Code.
- Liability for defects: The vendor undertakes to repair or exchange free of charge any delivered products or parts which become unusable due to defective materials or manufacture, provided that the unusable products or their parts are handed over for examination and any repair or exchange at no cost to the vendor and at the purchaser’s risk, within one year of the start of their use or a maximum of eighteen months after the date of delivery. Otherwise the vendor shall bear no responsibility for delivered products and the vendor shall thus be expressly released from any consequences due to a defect. The vendor shall not be obliged to pay for direct or indirect damage or loss due to a defect. The vendor shall not be responsible for defects caused to a product through its incorrect use or circumstances that are dangerous to the product arising after the product has been handed over to the purchaser. This shall apply, for example, to defects caused by inadequate or incorrect maintenance or incorrect assembly into the purchaser’s equipment, alterations made without prior written approval from the vendor, repairs carried out incorrectly by the vendor, normal wear and tear or depreciation. Even in cases where the vendor has worked with the purchaser on the selection and design of the product, it shall not assume any liability for damage or loss arising from the selection or design of the product unless the parties expressly agree in writing that the vendor shall be liable in this sense.
- Complaint procedure: The purchaser shall be obliged to make a complaint about a defect to the vendor in writing within 15 days of the defect appearing. The complaint shall contain a description of the defect. If there is reason to believe that the defect may cause damage, the complaint must be made immediately. If the purchaser does not make the complaint within the aforementioned period, the vendor shall not be obliged to remove the defect. If the purchaser has made a complaint about a defect and the vendor’s investigation shows that it is not a defect for which the vendor is responsible, the vendor shall be entitled to the payment of all costs it incurs as a result of the complaint. The purchaser shall arrange at its own expense the dismantling and re-assembly of equipment other than the product that is necessary in order for the defect to be repaired. The purchaser’s complaint shall be settled by the vendor either by acknowledgement and the provision of a replacement or by refusal and the settlement of expenses within no more than 30 days. If the vendor does not fulfil its obligation to remove the defect within a reasonable period of time, the purchaser may specify a final deadline in a written notice to the vendor. If the vendor does not fulfil its obligation even by this final deadline, the purchaser shall have the right to remove the defects itself or through a third party, at the vendor’s expense.
- Liability for product properties causing damage: The vendor shall only be liable for injuries caused by the product if it can be shown that the injury was caused intentionally or through gross negligence by the vendor’s representative or worker. The vendor shall not assume any liability for damage caused to movable or immovable assets by the product. The vendor shall not be liable under any circumstances for indirect damage caused by product properties causing damage. The purchaser shall restrict the vendor’s liability for the product with regard to third parties and property to the same extent as specified in this article of the terms.
- Purchaser’s insolvency: In the event that the vendor has reason to believe that the purchaser will not fulfil its terms of payment, the vendor shall be entitled to demand a bank guarantee or other form of security approved by the vendor, to suspend the delivery of products, or to withdraw from the contract in a written notice.
- Acts of God: If, as a consequence of a strike or other circumstances beyond the parties’ control (for example, fire, war, anti-government uprising or unrest, epidemic, terrorist attack, extensive interruption in activities due to natural disasters, insufficient or incorrect deliveries from subcontractors due to the above, embargo, or lack of raw materials, water or energy), the vendor’s ability to make a delivery or the purchaser’s ability to accept a delivery is considerably reduced, the other contracting party shall be entitled to postpone delivery by the period of time that these circumstances considerably reduce the parties’ ability to act in accordance with the contract. If such time exceeds 6 months, the parties shall be entitled to withdraw partially or fully from the contract in a written notice with regard to deliveries which should have been made in this period. The circumstances according to this provision shall release the affected party from liability only if their affect could not have been objectively anticipated in advance. If there is such a reason on the part of the purchaser, it shall pay the vendor the costs incurred in securing and protecting the product.
- Proper law and the settlement of disputes: The contractual relations between the purchaser and the vendor shall be governed by the provisions of Act 513/1991 Coll., the Commercial Code, and any other implementing regulations of the Czech Republic. All disputes arising from the contractual relations between the purchaser and the vendor shall be settled definitely in arbitration proceedings before the Court of Arbitration attached to the Economic Chamber of the Czech Republic and the Agrarian Chamber of the Czech Republic, by three arbitrators appointed in accordance with the valid arbitration rules.
- Counterparts and validity: These SKF Ložiska, a.s. General Trade Terms shall be valid and effective as of 1.4.2005 and have been drafted in Czech and English. For the interpretation of their content the Czech wording shall be binding.
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