General terms and conditions for purchase agreements
Applies to suppliers supplying goods to AGRIWELL s.r.o.
No. 17072019
1. General Terms
1.1. These General Terms and Conditions for purchase agreements ("Terms and Conditions") of AGRIWELL s.r.o., Company ID No.: 288 82 202, with its registered office at Štefánikova 256/34, Smíchov, 150 00 Prague 5, Czech Republic, registered in the Commercial Register maintained by the Municipal Court in Prague, File No. C 150860 ("Buyer"), govern, pursuant to Section 1751 of Act No. 89/2012 Coll., the Civil Code ("Civil Code"), the mutual rights and obligations of the contracting parties arising from a purchase agreement concluded between the Seller and another person or company ("Seller").
1.2. These Terms and Conditions form an integral part of the purchase agreement concluded between the Buyer and the Seller. Provisions deviating from these Terms and Conditions may be agreed in the purchase agreement. The provisions of the purchase agreement shall prevail over the provisions of these Terms and Conditions.
1.3. These Terms and Conditions are binding upon the Buyer and the Seller and shall take precedence over and replace any terms and conditions or previous agreements of the Seller relating to the subject matter of the purchase. Unless expressly provided for in the purchase agreement or required by applicable law, the Buyer expressly rejects any attempt by the Seller to incorporate any other terms and conditions, whether arising directly from the Seller's intention or from customary business practice, and whether such attempt is made in connection with an offer, correspondence, website, acceptance of orders, enquiries concerning compliance with counterparty obligations, invoicing or otherwise.
1.4. Under the purchase agreement, the Seller undertakes to deliver the ordered Goods to the Buyer and transfer title thereto to the Buyer, and the Buyer undertakes to accept the delivered Goods and pay the Seller the purchase price of the Goods.
2. Seller's Obligations and Warranties
2.1. The Seller warrants that the subject matter of the purchase ("Goods") corresponds to the description in the purchase agreement and any applicable specifications of the Buyer; is new (unless otherwise stated in the purchase agreement), of good and merchantable quality and fit for any purpose stated by the Seller or communicated by the Seller to the Buyer expressly or implicitly. In this respect, the Buyer relies on the experience and judgement of the Seller.
2.2. The Seller warrants that it sells the Goods to the Buyer free of any liens and encumbrances and with full title (unless expressly stated otherwise in the purchase agreement).
2.3. The Seller shall be responsible for ensuring that all inspections and tests of the Goods are properly and adequately carried out. The Goods shall be subject to final inspection by the Buyer and acceptance or rejection by the Buyer upon arrival at the place of delivery. If, following inspection or testing, the Buyer determines that the Goods do not comply, or are unlikely to comply, with the agreed terms and the Seller's obligations, the Buyer shall notify the Seller thereof and the Seller shall immediately take the necessary corrective measures to ensure compliance with the agreed terms and characteristics of the Goods.
2.4. The Seller shall ensure that the Goods are properly packed and secured/protected so that they can be delivered to the place of delivery in good condition and that the Goods are delivered to the Buyer during the Buyer's normal business hours or at another time agreed between the parties.
2.5. The Seller warrants that, when supplying the Goods, it shall comply with all applicable laws and regulations, including all laws and regulations relating to imports, exports, environmental protection and personal data protection.
2.6. Any third-party products sold by the Seller may be subject to their own warranties, and the Seller shall transfer all such warranties to the Buyer to their fullest extent. Any claims under such warranties shall be pursued directly between the Seller and the third party.
2.7. This warranty clause is in addition to, and not in substitution for, the warranties and services specified in the purchase agreement, offered by the Seller or required by or arising under applicable laws.
3. Purchase Price and Payment
3.1. The price of the Goods shall be the price specified in the purchase agreement. The price includes packaging costs, transportation costs to the place of delivery, insurance, customs duties and fees, and applicable taxes, including, but not limited to, all value added taxes, sales taxes or excise duties. No price increase, whether due to increased costs of materials, labour, transport or otherwise, shall be permitted without the Buyer's prior written consent.
3.2. The Seller shall issue an invoice to the Buyer upon or after delivery of the Goods, and only in accordance with these Terms and Conditions.
3.3. A single invoice may not relate to more than one purchase agreement.
The invoice must contain:
the purchase agreement number;
the particulars required for a tax document in accordance with the law;
the Seller's bank account number (including the bank code);
details of the price in accordance with the agreement.
If the invoice does not comply with all of the above requirements, this shall result in the invoice not being paid by the Buyer and being returned to the Seller for correction. A new payment period for the corrected invoice shall commence upon its re-delivery to the Buyer.
3.4. Unless otherwise stipulated in the purchase agreement, the Buyer shall pay the Seller all duly invoiced amounts within 14 days after receipt of the invoice by the Buyer, except for amounts disputed by the Buyer in good faith.
3.5. All payments under such agreement shall be made in euros by bank transfer or by another method agreed between the Buyer and the Seller.
3.6. In the event of a payment dispute, the Buyer shall deliver to the Seller a written notice describing each disputed item. The parties shall thereafter endeavour to resolve all such disputes promptly and in good faith.
3.7. The date of payment shall be deemed to be the date on which the paid amount is debited from the Buyer's account.
3.8. The Seller shall provide the Buyer with an official proof of payment.
4. Delivery
4.1. The Goods shall be delivered to the address specified in the purchase agreement or to another location designated by the Buyer.
4.2. The Seller shall deliver the ordered quantity of Goods to the Buyer on the date(s) specified in the purchase agreement or on another date agreed by the parties in writing. Timely delivery of the Goods is essential. If the Seller fails to deliver the Goods on the delivery date, the Buyer may immediately withdraw from the purchase agreement by written notice delivered to the Seller, and the Seller shall indemnify the Buyer for any losses, claims, damages and reasonable costs and expenses associated with the failure to deliver the Goods to the Buyer on the delivery date.
4.3. The Seller shall inform the Buyer of dispatch as soon as the Goods are delivered to the commercial carrier. The Seller shall provide the Buyer with all documents required for the transfer of the Goods to the Buyer immediately after the Seller hands the Goods over to the carrier. The purchase agreement number must be stated on all shipping documents, shipping labels, air waybills/bills of lading, invoices, correspondence and any other documents relating to this agreement.
4.4. The Goods must be packed in such a manner as to ensure delivery of the Goods in undamaged condition. The Goods must be labelled in accordance with all applicable laws, standards and regulations. The Seller shall provide the Buyer with prior written notice if it requires the Buyer to return any packaging material. Any return of packaging material shall be at the Seller's expense.
4.5. Title shall pass to the Buyer upon delivery of the Goods to the place of delivery and acceptance of the Goods by the Buyer. The Seller shall bear all risks of loss of or damage to the Goods until the Goods are delivered to the place of delivery. The Seller shall be responsible for any delay in delivery caused by the forwarding company.
4.6. If the Goods delivered by the Seller do not comply with the purchase agreement, whether because they are not of the agreed quality, quantity or specified measure, or are not fit for the required purposes, the Buyer shall have the right to reject such Goods if it does so within a reasonable period following delivery and inspection of the Goods, and to purchase Goods elsewhere and claim reimbursement of the expenses incurred, without prejudice to any other rights of the Buyer.
4.7. Acceptance of any part of the Goods shall not oblige the Buyer to accept future deliveries of non-compliant Goods, nor shall it deprive the Buyer of the right to return non-compliant Goods. The Buyer may decide whether to withdraw from the agreement, request a refund, or require the Seller to repair or replace such Goods without additional charges and in a timely manner. The Seller shall be responsible for all additional costs incurred by the Buyer in returning rejected Goods.
4.8. Payment of any amount (whether disputed or not) by the Buyer to the Seller shall not constitute an obligation on the Buyer to accept the delivered Goods or the assumption of any liability or obligation to make the remaining payments. The Buyer may deduct from amounts due or payable the following amounts (plus any applicable turnover tax):
all debts and monies payable to the Buyer by the Seller arising out of or in connection with the purchase agreement; and
all costs which the Buyer was required to pay, suffered or incurred and which the Seller is obliged to reimburse to the Buyer.
5. Non-Compliant Goods
5.1. The Buyer shall have the right to inspect all of the Goods or a sample thereof on or after the date of delivery. The Buyer may, at its sole discretion, reject all of the Goods or any part thereof if it determines that they do not comply with the stated parameters or are defective. If the Buyer rejects any part of the Goods, the Buyer may, by written notice to the Seller: (a) accept the Goods at a reasonably reduced price; or (b) reject the Goods and require their replacement. If the Buyer requires replacement of the Goods, the Seller shall promptly replace the non-compliant Goods at its own expense and reimburse the Buyer for all related costs, including, but not limited to, transportation charges for returning the defective Goods and delivering the replacement Goods. If the Seller fails to deliver replacement Goods in a timely manner, the Buyer may replace them with Goods from a third party and charge the Seller the cost of such Goods and withdraw from the purchase agreement due to delay. Any inspection or other action by the Buyer under this agreement shall not alter or otherwise affect the Seller's obligations arising from the purchase agreement. Following corrective measures, the Buyer shall have the right to carry out further inspections.
5.2. If the Seller finds the Goods to be non-compliant before or after dispatch to the Buyer, the Seller shall immediately notify the Buyer thereof, and the Buyer shall subsequently assess the non-compliance of the Goods and determine the appropriate course of action.
6. Penalties
6.1. In the event of delay in delivery of the Goods to the Buyer, the Seller shall pay the Buyer a penalty of EUR 50 for each day of delay.
7. Vyšší moc
7.1. The Buyer shall not be liable to the Seller for any delay or failure to perform its obligations arising from the purchase agreement if such delay or failure is caused by an event or circumstances beyond the Buyer's reasonable control, without fault or negligence on the part of the Buyer, and which by their nature could not have been foreseen by the Buyer or, if foreseeable, were unavoidable. Such events include, but are not limited to, acts of God or public enemy, governmental restrictions, floods, fires, earthquakes, explosions, epidemics, wars, invasions, hostilities, acts of terrorism, riots, strikes, embargoes or industrial shutdowns.
8. Withdrawal from the Agreement
8.1. The Buyer shall have the right to withdraw from the purchase agreement under the following conditions:
the Seller delivers the Goods with a delay of more than 30 days; or
the delivered Goods are defective and the Seller fails to remedy such defects within 30 days after receipt of the Buyer's request to remedy the defects in the Goods. The Buyer's request may be sent to the Seller by e-mail or in writing by post.
8.2. Notice of withdrawal from the agreement may be sent to the Seller by e-mail or by post at the sole discretion of the Buyer.
9. Insurance
9.1. The Seller shall, at its own expense, arrange insurance coverage for a period of 14 days from the first day of the delivery period or from the expiry of the three-day notice period under the payment clause, whichever occurs later. Thereafter, the insurance shall be for the Buyer's account.
9.2. The Goods must be insured for the invoiced value of each delivery order increased by 2% against the risk of or damage caused by fire, lightning or explosion. The insurance must be arranged with first-class insurers and/or companies domiciled in the United Kingdom, or companies which accept a UK domicile for legal proceedings and specify an address for service in London; however, the Seller shall not be responsible for their solvency.
9.3. In the event of loss or damage, the Seller shall, without delay and upon request, provide the Buyer with the insurance documents necessary to recover payment from the insurers. The Seller and the Buyer shall provide each other with all reasonable cooperation in pursuing claims.
10. Insolvency
Acts of Insolvency
If, before performance of the agreement:
(a) a bankruptcy petition, insolvency petition or any other petition is filed against the Seller, provided that such petition commences proceedings analogous to insolvency proceedings within the meaning of Czech Act No. 182/2006 Coll.;
(b) the Seller informs any creditor that it is unable to pay its debts, that it has suspended payments or intends to suspend them;
(c) the Seller convenes, calls or holds a meeting of creditors;
(e) the Seller files an insolvency petition, a bankruptcy petition or another similar petition under the applicable law of the state in which such petition is filed, provided that such petition commences proceedings analogous to insolvency proceedings within the meaning of Czech Act No. 182/2006 Coll.;
(f) the Seller is subject to (i) a notice of intention to appoint an administrator or (ii) a notice of appointment of an administrator;
(g) an administration order is made against the Seller;
(h) a winding-up petition is filed against the Seller;
(i) a winding-up order is made against the Seller;
(j) a receiver or administrator is appointed over the Seller;
(k) the Seller convenes or holds a meeting for the purpose of entering into liquidation, other than for reconstruction or amalgamation;
any such act shall be deemed an "act of insolvency". The Seller shall immediately notify the Buyer of its occurrence. In the event of an act of insolvency, the Buyer shall be entitled to withdraw from all purchase agreements concluded with the Seller.
11. Governing Law and Jurisdiction
11.1. The interpretation, implementation and execution of the purchase agreement shall be governed by the laws of the Czech Republic.
11.2. The contracting parties shall attempt to resolve all disputes amicably.
11.3. The courts of the Czech Republic shall have exclusive jurisdiction to decide any dispute arising between the contracting parties concerning the implementation and interpretation of this Agreement or any other dispute in connection with this Agreement. Where, under Czech law, a district court has jurisdiction, the competent court for any dispute in connection with this Agreement shall be the District Court for Prague 5. Where, under Czech law, a regional court has jurisdiction, the competent court in connection with this Agreement shall be the Municipal Court in Prague.
11.4. The following shall not apply to this agreement:
(a) the Uniform Law on the International Sale of Goods and the Uniform Law on the Formation of Contracts for the International Sale of Goods implemented by the Uniform Laws on International Sales Act 1967;
(b) the United Nations Convention on Contracts for the International Sale of Goods of 1980;
(c) the United Nations Convention on the Limitation Period in the International Sale of Goods of 1974 and the 1980 amending Protocol.
12. Confidentiality
12.1. Each party undertakes that under no circumstances shall it disclose to any person any confidential information relating to the purchase agreement, 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.
12.2. If personal data is shared by one party, the party with whom it is shared must comply with applicable data protection laws.
12.3. Neither contracting party may use confidential information relating to the other party for any purpose other than the performance of its obligations arising from the purchase agreement.
13. Final Provisions
13.1. The Buyer shall be entitled to amend these Terms and Conditions unilaterally. The Seller shall be informed of any such amendment by e-mail. If the Seller disagrees with the amendment, it shall have the right to withdraw from the purchase agreement within 14 days of receipt of the notice of amendments.
13.2. The Seller agrees to indemnify and hold the Buyer harmless from any and all liabilities, costs, losses or expenses, including reasonable legal fees, incurred or suffered by the Buyer as a result of or in connection with any breach of the Seller's obligations arising from this agreement.
13.3. All notices to be given under this agreement must be in writing and shall be deemed delivered if sent by certified or registered mail or by personal delivery to the addresses of the parties specified in the purchase agreement. If either party designates another address to the other party for the delivery of such notices, or if the Terms and Conditions or the purchase agreement specify another method of delivering notices, such notices shall be delivered accordingly. If the Terms and Conditions or the purchase agreement provide for e-mail as a method of delivering notices, the e-mail containing the notice shall be sent to the e-mail addresses specified in the purchase agreement.
13.4. The Seller shall not transfer its rights or obligations without the Buyer's written consent. Any unauthorised transfer thereof shall be invalid. The Buyer may assign its rights to another person without the Seller's prior written consent.
13.5. No change or amendment to the purchase agreement shall be binding upon the Buyer unless expressly agreed in writing between the Seller and the Buyer.
13.6. If any provision or partial provision of the purchase agreement is invalid or becomes unlawful or unenforceable, it shall be deemed amended to the minimum extent necessary to make it valid, lawful and enforceable. If such amendment is not possible, the relevant provision or partial provision shall be deemed deleted. Any amendment or deletion of a provision or part of a provision pursuant to this paragraph shall not affect the validity and enforceability of the remaining part of the purchase agreement.
Prague, 15 July 2019
