1. Validity and use of general purchasing terms and conditions (hereinafter referred to as the “GPTC”), conclusion of contracts
1.1 Basic provisions
These GPTC stipulate the basic rules and conditions which shall govern all contractual relationships between the companies of the PFNonwovens Group based in the Czech Republic, namely
- PFNonwovens Holding s.r.o., ID No. 04607341
- PFNonwovens a.s., ID No. 06711537
- PFNonwovens Czech s.r.o., ID No. 25478478
- PFNonwovens International s.r.o., ID No. 29249708
- PFN - GIC a.s., ID No. 06423078
- PFN - NW a.s., ID No. 26961377
- PFN - NS a.s., ID No. 27757951
particularly in the position of buyers, customers and clients on one part (each company hereinafter referred to as the “buyer”) and their contractual and business partners, especially in the position of sellers, contractors, suppliers on the other part (hereinafter referred to as “suppliers”).
1.2 Use of the GPTC
These GPTC form an integral part of every contract concluded between the buyer and the supplier (collectively referred to as the “contracting parties”), in particular purchase contracts, contracts for work, framework agreements, contracts on provision of services or contracts with similar subjects of fulfilment (hereinafter referred to as the “Contract”).
By concluding the Contract, e.g. by confirming the buyer's order, the supplier confirms that it agrees to the application of these GPTC and is bound by them in full. These GPTC shall not be used only if the buyer and supplier expressly agree on this in writing. The use of other business terms and conditions, apart from INCOTERMS 2010, particularly the supplier's terms and conditions, are hereby precluded, unless they are expressly accepted by the buyer in writing.
Provisions of the contracting parties in the Contracts which differ from these GPTC take precedence over the provisions of these GPTC.
1.3 Buyer's orders, supplier's offers and their confirmation, discrepancies upon order acceptance
The Contract that is binding for both contracting parties is concluded from the moment of confirmation of the buyer's order by the supplier, or confirmation of the supplier's offer by the buyer. Confirmation of the buyer's order by the supplier with any, even insignificant discrepancy, does not constitute confirmation of the order but instead a new offer.
1.4 Form of concluding Contracts, electronic documentation
All orders, offers and their confirmations are binding only if they are effectuated in writing, including e-mail. Likewise, all changes and additions to the Contract may be effectuated only in writing. Electronic documents e.g. in PDF format, have the same weight and are binding just as the written originals.
Oral or telephone orders, offers and their confirmations or agreements, require subsequent confirmation in written form or electronically via e-mail.
2. Place, manner and deadline for delivery of goods/services
2.1 Place of delivery
The place of delivery of goods / performance of services shall be agreed for each individual case by the contracting parties in the Contract. If the place of delivery is not agreed by the contracting parties in the Contract, the place of delivery and takeover of the goods / performance of services shall be the buyer's production plant with DDP delivery parity, in Znojmo, K Suchopádu 372/3, 669 04 (INCOTERMS 2010).
2.2 Delivery deadline
The delivery deadlines of goods / performance of services shall be agreed for each individual case by the contracting parties in the Contract. Unless agreed otherwise by the contracting parties in the Contract, the delivery deadlines agreed therein are binding. If the deadline for delivery/performance of services is not expressly stipulated, it is understood that the goods shall be delivered / services shall be performed without undue delay after concluding the Contract.
The supplier is obliged to inform the buyer immediately of any delays in delivery. In the case of failure to meet the delivery deadline, the buyer is entitled, in addition to other legal claims, to demand the delivery of goods, compensation of damages arising from delay and a contractual penalty; the buyer is also authorised to withdraw from the Contract, if the supplier's delay in delivering the goods / performing the services is more than 5 days.
3. Purchase price / price for performance of services and payment conditions
Unless stipulated otherwise in the Contract, the purchase price for goods / price for performance of services (hereinafter referred to as the “price”) specified in the Contract is the fixed and maximum permitted price without the option of further unilateral increase by the supplier. The price may be changed only upon prior written agreement of the contracting parties. The price includes all of the supplier's costs related to the delivery of goods / performance of services, in particular but not only the price of energy, primary and other materials, price of works and services, transport or accommodation of the supplier's employees, liquidation of generated waste, overtime hours, extra payments for shifts, etc.
Unless stipulated otherwise in the Contract, the price already includes the statutory VAT rate.
3.2 Payment conditions
The purchase price shall be paid by the supplier to the buyer only after due delivery of the goods / performance of services, by means of an electronic tax document (invoice) with all the requirements pursuant to the applicable legal regulations under Art. 3.3 of the GPTC.
The invoice maturity period is 60 days from its delivery to the buyer, unless agreed otherwise between the contracting parties in the Contract.
The buyer has the right to suspend the payment of specific invoices pertaining to defective goods/services until such a time when the defect is removed.
3.3 Electronic invoicing
The contracting parties have agreed and consent to the use, issuing and acceptance of tax accounting documents, in particular invoices, in electronic format sent via e-mail (hereinafter “electronic invoices”) in PDF format.
The buyer, as the recipient of tax documents, declares that its standard e-mail address for receiving electronic invoices is: email@example.com. In the case of any change in the e-mail address, the buyer is obliged to inform the supplier beforehand in writing (including e-mail).
Electronic invoices issued by the supplier shall contain all the requirements stipulated by legal regulations. Furthermore, the PDF file must be at least in version 1.3, binary encoded (it must not be a bitmap). All used fonts must be embedded. The PDF file must also not be secured and encrypted.
4. Quality, warranty and liability for defects
The supplier is obliged to deliver the goods in the design, quantity and quality specified by the buyer, and must furnish the goods with packaging for carriage in a way that prevent damage during transportation. The goods shall be manufactured and delivered so as to correspond to the technical specifications and requirements of the buyer, to meet the required parameters, be suitable for use for their purpose, and not have a negative impact on the buyer's operations.
The supplier provides the buyer with a warranty on the good/services of 24 months from the date of handover of the goods / performance of the services for the buyer. If the supplier's delivery includes construction works, the warranty period is 60 months from the date of takeover of delivery by the buyer. The length of the warranty periods pursuant to this clause shall not apply if the supplier provides a longer warranty period.
4.3 Liability for defects in goods/services
The supplier is liable to the buyer for defects in the goods at the time of their delivery, even if they should appear later, and defects in the goods which appear during the warranty period. The goods also have defects if they do not have the declared features, quality or do not meet the requirements pursuant to the order or pursuant to its usual purpose of use. The buyer is authorised to inform the supplier of the defect in the goods within 15 calendar days after it could have discovered it during a timely inspection and with due care, but at latest by the end of the warranty period, or a longer period that may follow from legal regulations. In the case of the supplier's defective performance in providing services, these provisions shall apply as appropriate.
4.4 Costs for applying the buyer's rights
All of the buyer's costs related to applying the rights from defective performance / quality warranty, including costs for transport, shall be borne by the supplier.
4.5 Removal of defects
The supplier is obliged to remove the defects by the deadline stipulated by the buyer, and if no such deadline exists, then without undue delay after reporting the defect, but at latest within 15 days from the date when it was informed of the defect by the buyer. If the supplier does not remove the defects by the deadline pursuant to the previous sentence, the buyer is authorised to withdraw from the Contract in full or in part and to demand compensation of damages, or to remove the defects by its own means or by a third party, all at the supplier's expense and risk.
5. Rights and obligations of the Parties
5.1 Compliance with regulations and standards
In performing its obligations, the supplier undertakes to proceed with due professional care, to observe legal and any other generally binding regulations, technical regulations and CSN, to act in accordance with the buyer's interests and instructions and in cooperation with the buyer.
5.2 Safety during service provision
The supplier also undertakes that throughout the period of work on the buyer's premises, it shall observe, in addition to the other obligations arising from legal regulations, all safety and hygienic measures, the buyer's internal regulations concerning occupational health and safety and protection of assets, with which it was or will be familiarised. In its activities, the supplier always strives to limit the buyer's operation as little as possible, and always only with prior consent from the buyer's responsible employee.
5.3 Documents and their identification
All documents and confirmation required by legal regulations, and any other documents which the buyer may reasonably request in accordance with customs in its business sector, must be delivered with the goods.
If the buyer's order contains the buyer's order number, the supplier is obliged to specify it in all documents concerning the buyer's order and/or related to the Contract, particularly in tax documents.
Throughout the period of performing services on the buyer's premises, the supplier is obliged to maintain insurance of liability for damages, including damage to health, damage to property, lost profit, subsequent damages and net financial damages with a reliable insurance company, with an upper insurance indemnity limit per insured claim of at least CZK 3,000,000. The supplier shall prove the insurance of liability for damages at the buyer's request by submitting a valid insurance policy or confirmation from the insurer; otherwise, the buyer is authorised to withdraw from the Contract with immediate effect.
6. Contractual penalties and interest on arrears
6.1 Contractual penalty
If the supplier breaches its obligation to deliver the goods by the delivery date or delays in removing defects in the goods, it shall pay the buyer a contractual penalty of 0.1% of the price of the goods to which the delay pertains, for every started day of delay. This does not affect the buyer's claim to compensation of damages in full.
6.2 Default interest
If the buyer is delayed in paying the price or part thereof, it shall pay the supplier default interest equal to 0.01% of the owed amount for every day of delay.
7. Odstoupení od Smlouvy
7.1 Withdrawal from the Contract
The buyer is authorised to withdraw from the Contract in the case of a material breach of any of the supplier's obligations arising from the Contract, these GPTC or the applicable legal regulations. A material breach of the Contract refers e.g. to the supplier's delay in delivering the goods / performing the services by more than 5 days.
8. Miscellaneous and final provisions
8.1 Intellectual property
The supplier's goods must not be encumbered by any third-party rights and must not breach any third-party intellectual property rights. In the case of delivery of a subject of intellectual property, the buyer is entitled to a temporally and geographically unlimited exclusive right to all means of its use, whereas the supplier is simultaneously liable for the undisturbed exercising of this right by the buyer.
In performing the services, the supplier shall obtain information concerning the buyer's business activities, technical and financial matters; all this information obtained by the supplier is considered confidential. The supplier hereby undertakes to observe the strict nondisclosure of the buyer's confidential information and to ensure its secrecy, even upon the termination of the Contract. The supplier shall not use the confidential information for its own benefit or that of other parties.
8.3 Force majeure
If the delivery of goods is delayed due to circumstances not caused by the supplier, i.e. circumstances beyond the supplier's influence, the supplier is not in delay in delivery of the goods, i.e. fulfilment of its contractual obligation, whereas the deadline for delivery of the goods by the supplier is extended by the duration of the respective circumstances; if these circumstances last longer than 14 days, the buyer is authorised to withdraw from the Contract.
8.4 Principles of personal data processing and protection
The buyer processes personal data based on its Principles of processing and protection of personal data available at: http://www.pfnonwovens.cz/en/principles-of-processing-and-protection-of-personal-data. By concluding the Contract, the buyer acknowledges these principles.
8.5 Code of Ethics for suppliers
During the course of cooperation with the buyer, the buyer's supplier is obliged to observe and comply with the “Code of Ethics for suppliers” available at the buyer's website: www.pfnonwovens.cz/file/3032/vendor-code-of-conduct.pdf
8.6 Governing law and resolving disputes
All legal relationships arising from these GPTC or from the Contracts are governed by the laws of the Czech Republic, without regard to its choice of law provisions, in particular by Act No. 89/2012 Coll., Civil Code, as amended, with the express preclusion of the application of the UN Convention on Contracts for the International Sale of Goods. The provisions of Section 1799-1800 of the Civil Code concerning standard-form contracts are hereby precluded, as is the application of Section 1764, Civil Code, and each contracting party shall bear the risk of potential change in circumstances, which shall not affect their obligations pursuant to the Contract.
The contracting parties undertake to strive to resolve mutual disputes arising from the Contracts and/or these GPTC by amicable / peaceful means. If this is not possible, all disputes between the contracting parties shall be resolved by the court of local jurisdiction.
8.7 Severability clause
Should the individual provisions of these GPTC or the individual Contracts be or become invalid, ineffective and/or null, this shall not result in the invalidity, ineffectiveness and/or nullity of the GPTC or individual Contracts as a whole. In this case, the contracting parties undertake to replace such provisions with the regulation which best corresponds to the economic purpose intended by the invalid, ineffective or and/or null provision.
8.8 Assignment and offsetting
The supplier is authorised to transfer or assign receivables towards the buyer only upon prior written consent from the buyer. The unilateral offsetting of the supplier's receivables against the buyer's receivables is not permitted without prior written consent from the buyer.
The buyer is authorised to transfer or assign, at any time, all receivables (i.e. including those not yet due) towards the supplier to any company in the PFNonwovens Group, even without prior written consent from the supplier. Without this affecting the buyer's other rights, in particular the right to compensation, the buyer may offset its receivables or other claims against payments due to the supplier.
8.9 Validity and effectiveness
These GPTC come into validity and effect on 1 January 2020. The buyer is authorised to amend these GPTC unilaterally. The current version of these GPTC is available on the buyer's website at the address www.pfnonwovens.cz/en/gptc.