Effective from Aug 01, 2022
of the company LINAPLAST s.r.o with the registered office in Kralice na Hané, Sportovní 313, 798 12.
Organisation ID no.: 25348965, registered in the Trade Register maintained by the Regional Court in Brno, Section C, Insert no. 27791
LINAPLAST s.r.o., Sportovní 313, 798 12 Kralice na Hané
(registered address)
LINAPLAST s.r.o., Skřípov č.p. 359, 798 52 Konice
(facility)
LINAPLAST s.r.o., Horní Štěpánov 160, 798 47 Horní Štěpánov
(facility)
LINAPLAST s.r.o., nám. T.G. Masaryka 13, 750 02 Přerov
(design and development office)
General Commercial Terms No. 04/2022
Issued pursuant to Section 1751 (2) of Act No. 89/2012 Coll., the Civil Code
1.1 These General Terms and Conditions (hereinafter referred to as "GTC") come into force and effect on April 21, 2017 and are published on the Employer's website www.linaplast.cz. The Employer is entitled to unilaterally change or cancel these GTC at any time. The Employer must immediately inform about this fact on their website. Contracts whose content is formed by the GTC, shall however continue to be governed by the version of the GTC valid and effective at the time of conclusion of the contract, unless the Employer and the Supplier agree otherwise.
1.2 These GTC are an integral part of all contracts in which the company LINAPLAST s.r.o., tax no.: 25348965, with its registered office at Sportovní 313, 798 12 Kralice na Hané, registered in the Trade Register kept by the Regional Court in Brno, Section C, Insert 27791, acts as a buyer, Employer or in a similar position (hereinafter referred to as the "Employer"), and on the other side, there is a seller, contractor or entity in a similar position (hereinafter referred to as the "Supplier"). (The Supplier and the Employer are collectively referred to as the "Contracting parties" or individually as the "Contracting party").
1.3 In accordance with Section 1751 of Act No. 89/2012 Coll., Civil Code, these GTC are part of the contracts only if they were attached to the offer or were known to the parties.
1.4 Any deviating provisions within individual contracts concluded between the Employer and the Supplier shall prevail over the wording of these GTC.
1.5 By accepting the offer or confirming the order of the Employer, the Supplier confirms that the concluded contract will be governed by these GTC and at the same time the Supplier excludes the application of their own General Terms and Conditions. In the event of a conflict between two General Terms and Conditions (Supplier vs. Employer), these GTC shall always prevail, unless the parties expressly agree otherwise.
2.1 The prices agreed are fixed, full and not to be exceeded throughout the period of supplies under the concluded contracts.
2.2 Unless otherwise agreed in writing, the agreed price includes the costs of packaging, freight, transport and insurance to the place of fulfilment.
2.3 The Supplier is obliged to ensure that suitable packaging and transport prevents any negative impact on the quality of the goods and the occurrence of damage. The Supplier shall always comply with the Employer's packaging instructions accepted by the Supplier or included in the annex to the contract concluded between the parties.
2.4 If the parties have agreed that the Supplier is entitled to charge the Employer for packaging costs (including rent for packaging), the Supplier may only charge such costs up to the amount of the costs actually and reasonably incurred by the Supplier.
2.5 The Supplier is obliged to attach the delivery note and the necessary documentation required in the concluded contract, to each delivery. The delivery note shall include identification and addresses of the Employer and Supplier, order number, material/product specification, drawing changes and packaging details (quantity and type). Deliveries without such data may be sent back to the Supplier at the Supplier's expense without payment of the price.
3.1 The Supplier is obliged to deliver an invoice for each delivery (partial fulfilment) separately. The invoice must be delivered by the Supplier to the Employer within 7 calendar days of dispatch of the delivery, to which it relates. The invoice must be delivered separately from the delivery to which it relates.
3.2 Invoices must always be sent in electronic form to the following email address: faktury@linaplast.cz.
3.3 The Supplier's claims are due 60 days from the delivery of the relevant invoices, provided that they contain all the items necessary according to the GTC, the contract and the legal regulations. The Employer shall not be in default of payment, if the invoice does not contain the items necessary according to legal regulations, GTC and the contract. The due date is counted from the delivery of the relevant invoice with all details according to the GTC, the contract and legal regulations. If the invoice is delivered to the Employer before the delivery to which it relates, the date of delivery of the invoice shall be deemed to be the delivery date of the delivery to which it relates.
3.4 If the Employer is in default of payment, the Supplier shall be entitled to demand that the Employer pays default interest at the statutory rate, which shall be set off against any damages caused by the delay.
3.5 The invoice must contain all the requisites of a tax document, including the address stated in the order, the delivery note number, the relevant order number, the delivery terms, the quantity and identification number of the product, the total price and other information provided for by law. The Supplier shall be liable for any consequences arising from the failure to comply with these obligations, unless the Supplier proves that it was not caused by them.
3.6 Invoices for the manufacture of production equipment (tools, gauges, etc.) must be accompanied by an acceptance protocol, drawings and 3D data (in the format required by the Employer).
3.7 The Employer shall have rights of set-off and the right to withhold a payment to the extent defined by law and under the conditions set out below.
3.8 In the event of defects in the delivered fulfilment (goods, works, services), the Employer shall not be obliged to pay the part of the price corresponding to their entitlement to a discount, if the defects are not remedied in time, until the defects have been fully remedied. If payments for defective deliveries have already been made, the Employer is entitled to claim a refund of the funds within the discount applied up to the amount of the discount by which they claims a reduction in price. The Employer is also entitled to refuse payment of other obligations due to the Supplier, up to the amount corresponding to their claim for a discount for defective delivery. During this period, the Employer shall not be in default of payment. The Employer may set off their claim for a discount for defective delivery against the Supplier's claim.
3.9 Without the prior written consent of the Employer, the Supplier shall not be entitled to assign their claims against the Employer to a third party.
4.1 The delivery date agreed in the contract is binding for the Supplier. In terms of compliance with delivery dates and deadlines, the moment of delivery of the fulfilment to the Employer or to the carrier designated by the Employer is decisive. If the Supplier discovers that the agreed deadlines cannot be met, it is obliged to inform the Employer immediately in writing, stating the reason and the expected duration of the delay. The notification of the supplier of the delay and the reasons for it shall not affect the consequences of the delay, in particular it shall not affect the Employer's right to contractual penalty and the right to withdraw from the contract.
4.2 If the Supplier is in default of any delivery, the Employer shall be entitled to demand a contractual penalty from the Supplier in the amount of 0.5% of the delivery price for each day of delay, up to a maximum of 10% of the delivery price. The Supplier undertakes to pay the contractual penalty according to the previous sentence. If the Supplier is in default of delivery for more than 30 calendar days, the Employer shall be entitled to withdraw from the contract. In addition to the contractual penalty, the Employer is entitled to claim compensation from the Supplier for damages incurred as a result of the Supplier's delay. The contractual penalty is due within 10 days of billing.
4.3 If the Supplier is in default for any reason and fails to perform properly or within a reasonable period of time additionally provided by the Employer, the Employer shall be entitled to procure a substitute fulfilment from a third party at the Supplier's expense. Provision of the additional time is also understood as a situation where the Employer does not explicitly grant additional time, but waits a reasonable time to see if the Supplier fulfils their obligation. The Supplier undertakes to reimburse the Employer within 10 days of the Employer's request for all costs incurred directly or indirectly in connection with the provision of the replacement fulfilment. This is without prejudice to the claim for damages, contractual penalties and the rights under Article 6.11.
4.4 The Supplier undertakes to carry out the fulfilment according to the accepted order or contract at their own expense and risk with his own means and forces. Upon the prior consent of the Employer, the Supplier is entitled to subcontract the fulfilment or part thereof to subcontractors, provided that the subcontractors (other persons) meet all the conditions imposed on the Supplier by the Employer. When providing the fulfilment by a subcontractor, the Supplier shall be liable as if they had performed the fulfilment himself.
4.5 None of the contractual penalties agreed in the contract or arising from the GTC shall affect the claim for damages.
5.1 The Supplier is fully responsible for the quality of their products, goods and services, including the output of their subcontractors. If the Supplier uses a subcontractor for the fulfilment, they shall be liable for defects to the same extent as if the Supplier had performed themselves. The Employer is entitled to inspect the conformity of the delivery with the contract immediately after delivery of the fulfilment (products, goods and services), as well as to inspect the delivery for obvious transport damage (quality inspection). The Supplier undertakes to enable the Employer to carry out the inspection. If a defect is detected during the quality inspection, the Supplier shall be notified immediately. Defects not detected during this inspection will be rebuked to the supplier within a reasonable period of time after these defects (especially quality defects) have been detected by the Employer in the course of further processing. In this case, it is assumed that the Employer has pointed out the defects properly and in time. The parties exclude the application of Section 2605(2) of Act No. 89/2012 Coll., Civil Code, as well as any similar provisions of law that would exclude or limit the liability of the Supplier for defects in fulfilment, in a situation where the fulfilment has been accepted without reservation.
6.1 The Supplier's liability for defects and claims of the Employer for defects in the performance provided by the Supplier shall be governed by the relevant provisions of Civil Code No. 89/2012 Coll., unless otherwise specified below.
6.2 The Supplier is obliged to deliver the fulfilment (products, goods, services) in the agreed quantity, quality and execution and pack this according to the agreed conditions. The Supplier declares and is responsible for the fact that all products, goods or services supplied by the Supplier comply, at the time of delivery to the Employer, with the relevant binding legal regulations in the Czech Republic and the EU, standards and directives of authorities, professional associations and organizations, and the concluded contract. This also applies to the provisions of environmental legislation applicable in the European Union, the Czech Republic and the Supplier's place of business.
6.3 The Supplier undertakes to inform the Employer immediately of any changes to the above regulations and standards of which it has become aware and which are to be implemented in the future, if they directly or indirectly affect the fulfilment to be provided by the Supplier to the Employer. If the Supplier breaches the above obligations, then the contract is deemed to have been substantially breached and the fulfilment is in defect. The contract has been substantially breached and the fulfilment is in defect even if the supplier delivers to the Employer a fulfilment other than the agreed fulfilment, or in the case of defects in the documentation required for the use of the product, goods or service.
6.4 If the Supplier is in doubts as to the required characteristics of the fulfilment to be delivered, they shall immediately notify the Employer in writing.
6.5 The Supplier accepts a guarantee for the quality of the fulfilment provided for a period of 36 months, starting from the date of the Supplier's provision of the fulfilment to the Employer.
6.6 Unless otherwise contractually agreed, the period for claiming defects from the Supplier (hereinafter referred to as the "warranty period") shall be maintained if the Employer files a warranty claim with the Supplier within this period, or notifies the Supplier of defects in fulfilment.
6.7 If the Supplier replaces the defective fulfilment within the scope of the claim, the warranty period starts again from the receipt of the new fulfilment.
6.8 In accordance with the provisions of Section 630 of the Civil Code No. 89/2012 Coll., the parties extend the limitation period for rights arising from defective fulfilment to 10 years.
6.9 Claims for defects of the fulfilment shall not affect the claim of the Customer for damages or for contractual penalties, if they have been agreed.
6.10 The termination of the contract shall be without prejudice to any claim to damage compensation or contractual penalty.
6.11 If the Supplier fails to remedy the defects in the fulfilment for any reason or within a period of time additionally provided by the Employer, the Employer shall be entitled to arrange a remedy at the Supplier's expense. Provision of the additional time is also understood as a situation where the Employer does not explicitly grant additional time, but waits a reasonable time to see if the Supplier fulfils their obligation. In particular, the Employer is entitled to remedy repairable defects in fulfilment itself or through a third party, even without the Supplier's consent. The Supplier undertakes to reimburse the costs incurred by the Employer, in particular the costs of repairs, at the Employer's request. This Section is without prejudice to the Employer's rights under Section 4.3.
6.12 The Employer is not obliged to accept defective fulfilment (even partially defective fulfilment), regardless of the nature of the defect in fulfilment. If the Employer rejects the defective fulfilment, it shall be deemed undeliverable and the Employer shall be in default of delivery. The Employer is not obliged to pay for the fulfilment which they refuse to accept due to defects.
7.1 In the event that a third party makes a claim against the Employer that directly or indirectly arises from a defect in the fulfilment provided by the Supplier to the Employer, the Supplier undertakes to reimburse the third party for the claim at the first request, and if the Employer has already reimbursed the claim, the Supplier undertakes to reimburse the Employer for the costs incurred in regards to the first request. This provision also applies to situations where the fulfilment from the supplier has been handed over by the Employer to a third party for further processing or incorporation. In the event that a defect in the Supplier's fulfilment is detected by a third party who has no obligation to return the fulfilment, the Supplier undertakes to fulfil their obligation under this Article even without physical proof of the defect. Markets which are not obliged to return defective products are all sales markets for which no or only a partial obligation to return defective products has been agreed with the Employer.
8.1 The Supplier undertakes to compensate the Employer for any damage caused by defective or delayed fulfilment by the Supplier. The parties agree that the Employer's claim for compensation for damages resulting from defective or delayed fulfilment by the Supplier shall be time-barred within 10 years. The Supplier undertakes to reimburse the Employer for all reasonable costs incurred by the Employer in direct or indirect connection with a defect in the Supplier's fulfilment.
8.2 The Supplier also undertakes to reimburse the Employer for all expenses related to the withdrawal of the product from the client or the end user if such withdrawal is directly or indirectly related to a defect in the fulfilment provided by the Supplier to the Employer.
8.3 The Supplier undertakes to have liability insurance for damage caused by product defects in an amount adequate to the threatened damage so that the insurance covers all business cooperation between the Employer and the Supplier. The Supplier is obliged to prove the existence of the insurance upon request. If the Employer finds that the insurance is inadequate or insufficient, they shall give the Supplier a reasonable period of time to arrange a remedy. If the Supplier fails to remedy the situation within the time limit provided, the Employer is entitled to withdraw from the contract.
8.4 The Supplier undertakes to indemnify the Employer for all damages and all costs reasonably incurred by the Employer in connection with the prevention of damage that originated from a defect in the Supplier's fulfilment or a breach of safety regulations by the Supplier. This is without regard to the Section 2939 et seq. of Act No. 89/2012 Coll. Civil Code and the provisions of Section 2913, the provisions of Section 2915 et seq. of Civil code No. 89/2012 Coll.; To ensure compensation for such damage, the Supplier undertakes to conclude a liability insurance for damages caused by operating activities or liability insurance for damages caused by product defects and environmental damage insurance against damages to persons, things, property and the environment. The insurance must have a double annual maximization and have worldwide validity. The Supplier is obliged to prove the existence of the insurance upon request. If the Employer finds that the insurance is inadequate or insufficient, they shall give the Supplier a reasonable period of time to arrange a remedy. If the Supplier fails to remedy the situation within the time limit provided, the Employer is entitled to withdraw from the contract.
8.5 If the damage incurred exceeds the limit of the indemnity or if the insurer refuses to pay in whole or in part for other reasons, the claims of the Customer for damages against the Supplier shall remain unaffected.
9.1 Insofar as the Supplier has limited and/or excluded their liability in any way in their General Terms and Conditions, such provisions shall be ineffective against the Employer. This applies in particular to the limitations of liability in the areas of delay in delivery, defective fulfilment and damages.
10.1 The Supplier is obliged to use only processes and materials that comply with the applicable and effective legal regulations and, where applicable, the relevant licensing procedures, as well as the rules and regulations on occupational safety, environmental protection and the regulations on protection against hazardous substances. In addition, in the case of foreign production, the Supplier is obliged to inform themselves of the legislation specific to that country and sector and to take this into account and comply with it in their deliveries.
10.2 Prior to delivery of a new product and in case of a change of order, the Supplier is obliged to submit to the Employer test reports of the first sample (according to VDA2/PPAP in the effective version) with the corresponding number of sample pieces (or divided by groups).
10.3 After the first production samples have been approved by the Employer, the appearance, properties, materials and production methods shall not be changed by the supplier without the written approval of the Employer.
10.4 The release of the first samples by the Employer does not relieve the supplier of responsibility for the conformity of the product to the requirements and liability for damages.
10.5 The Supplier is obliged to immediately report actual or suspected defects and non-conformities of the delivered products to the Employer. In order to release such a delivery, a deviation procedure must be initiated by the supplier, which will be carried out in accordance with business practices of automotive industry. In the event of a defective delivery, the Supplier will always be consulted in writing on the follow-up.
10.6 The Employer is entitled to charge the Supplier an agreed administrative fee of EUR 150 in the event of a justified warranty claim against the delivered fulfilment under the warranty procedure (in relation to both liability for defects and quality guarantee). In the event of a repeated justified warranty claim, the Employer may request the administrative fee according to the previous sentence, increased by an additional EUR 100. The amount of the administration fee according to this article applies unless otherwise agreed between the Employer and the Supplier. The Supplier undertakes to pay the fee upon demand, regardless of whether the defect in the delivery was caused by the Supplier.
10.7 The Supplier undertakes to maintain and continuously improve the quality management system in accordance with ISO 9001 or IATF 16949 and to send copies of renewed certificates to the Employer. Compliance with all requirements of these standards shall be adequately ensured by the supplier and regularly certified by an accredited organisation.
10.8 The Supplier undertakes to enable the Employer to carry out a process audit in accordance with the VDA 6.3 methodology as amended and related standards upon the Employer's prior request.
10.9 The Supplier undertakes to establish a functional emergency supply plan so that the continuity of the Employer's production is not jeopardised in the event of a problem. A contingency supply plan may consist, for example, of building up sufficient stocks.
10.10 The Employer shall have the right to inspect the production at the Supplier's premises, to take samples and to make other necessary enquiries. The Supplier must provide the Employer with the corresponding right, if the production takes place in whole or in part at a third party commissioned by the Supplier.
11.1 The Supplier guarantees to be the legal owner of all necessary intellectual and industrial property rights relating to the products, goods and services supplied. The Supplier grants the Employer the following within the meaning of Section 2358 et seq. 89/2012 Coll., the Civil Code, time and territory unlimited, non-exclusive, transferable rights to use the product, goods and services (licence) and agrees that the Employer will use and dispose of the delivered products, goods and services.
11.2 The Supplier grants the Employer all relevant rights necessary for the use of the products, goods and services supplied, in particular intellectual property rights, patents and all rights associated with industrial designs.
11.3 The Employer is entitled to use the software and documentation relating to the products, goods and services. The Supplier agrees that the delivered products, goods and services will be sold by the Employer to third parties and guarantees that no rights will be infringed by this procedure. If the granting or use of the aforementioned rights is subject to a special registration, the Supplier is obliged to provide the Employer with such registration. The remuneration for the use of the aforementioned intellectual or industrial property rights or payment made by the Supplier in connection with this provision of the GTC is included in the agreed prices. No special remuneration will be paid for the use of the above rights. The Supplier undertakes to carry out all the necessary acts related to the above obligations. The Supplier undertakes to indemnify the Employer for any damage that the Employer incurs directly or indirectly as a result of the Supplier's breach of the aforementioned obligations.
11.4 The Supplier is responsible for ensuring that no third party rights, whether domestic or foreign, are infringed in connection with his delivery.
11.5 If third-party claims are raised against the Employer in this connection, the Supplier is obliged to relieve the Employer from such claims at their own expense at the first request; without the consent of the Supplier, the Employer is not entitled to enter into any agreements with third parties in this connection, in particular to enter into settlements.
12.1 The operational and production means, such as in particular tools and moulds ("production means"), made available to the Supplier by the Employer, shall remain the property of the Employer. The production means that are procured, supplied or manufactured by the Supplier and that are paid for by the Employer or that will be paid for in the price of fulfilment from the Supplier shall become the property of the Employer.
12.2 The Supplier is obliged to insure the production means referred to in the preceding paragraph at their own expense before handing these over to the Employer up to their new purchase value, in particular against damage caused by fire, water and theft. The Supplier undertakes to name the Employer as the beneficiary of the insurance policy. In the event of a breach of this obligation, it undertakes to assign the claim for insurance benefits to the Employer immediately after its occurrence and to pay the Employer a contractual penalty in the amount of 20% of the new acquisition value of the production means according to the preceding paragraph - calculated only on those production means according to the preceding paragraph for which the Employer has not been named as the beneficiary of the insurance benefits.
12.3 The Supplier is obliged to carry out, at his own expense, any maintenance, inspection and repair work required on the production equipment in a timely manner. The Supplier is obliged to report any malfunctions within 24 hours at the latest, including photographic documentation of the malfunction and a time schedule for its removal, and to proceed immediately according to the plan agreed by the Employer.
12.4 The production means shall be stored by the Supplier in such a way that they cannot be damaged and shall be marked so as to show who owns them. The Supplier shall take due professional care of the given production means.
12.5 Changes to the production means may only be made with the express consent of the Employer. If the changes have been approved by the Employer, the Supplier shall be obliged to make such changes in cooperation with the Employer so as not to jeopardize the supplies to the Employer.
12.6 The Employer is entitled to re-inspect the production means at any time after prior notification to the Supplier.
12.7 If the Supplier breaches their obligations under the GTC or the Contract, or if the parties fail to reach agreement on a request for a change in price for products, goods and services or parts thereof manufactured with the Employer's production facilities, or on other matters within the scope of fulfilment of the Contract, the Employer may demand the release of the production facilities and all related documents. The Supplier shall be obliged to deliver the production means and related documents according to the previous sentence without undue delay after a request from the Employer, at the Employer's premises and at their own expense.
12.8 The Supplier shall carry out routine maintenance and repair of the production equipment at his own expense.
12.9 Unsolicited production means and documentation not requested by the Employer shall be retained by the Supplier free of charge at the Supplier's expense for a period of 15 years after termination of the contract. Subsequent disposal of production means and documentation may only be carried out with the consent of the Employer.
13.1 Images, drawings, calculations and other documentation submitted by the Employer to the Supplier shall be considered confidential and shall not be disclosed to third parties without the Employer's prior written consent. The same shall apply to other information constituting trade secrets of the Employer and other information between the parties marked as confidential or confidential by nature. All information from the Employer may be used exclusively for the fulfilment of the Supplier's obligations towards the Employer. The above mentioned does not apply to generally known facts and to cases where the disclosure of information to a third party is necessary for the fulfilment of the Supplier's obligation towards the Employer. In the event of a breach of any obligation under this article, the Supplier is obliged to pay the Employer a contractual penalty in the amount of CZK 300,000 for each individual breach of this obligation.
13.2 The Supplier's subcontractors shall be bound in the same way as the supplier.
13.3 The Parties may advertise their mutual business cooperation only with the prior written consent of the other party.
14.1 If individual provisions of the GTC are invalid, ineffective or unenforceable in whole or in part, this shall not affect the validity, effectiveness and enforceability of the remaining provisions.
15.1 The parties shall not be liable for breach of contract if such breach is the result of force majeure.
15.2 The Supplier is obliged to inform the Employer without delay in the event of a force majeure situation.
15.3 In the event of a force majeure situation occurring at the Employer or their client, which will directly or indirectly affect the fulfilment under the contract with the Supplier, the Employer is entitled to withdraw from the contract in whole or in part.
15.4 If either party discontinues payments or if their assets become subject to insolvency proceedings, the other party shall be entitled to withdraw from the unfulfilled part of the contract.
16.1 In accordance with Section 89a of Act No. 99/1963 Coll., the Code of Civil Procedure, as amended, the Supplier and the Employer agree that the local jurisdiction of the court for all their disputes, if any, shall be governed by the registered office of the Employer as entered in the Trade Register.
16.2 Unless otherwise stated in the order or contract, the place of the registered office of the Employer registered in the Trade Register is also the place of performance.
16.3 Relations arising from contracts to which these GTC apply are governed by the substantive and procedural law of the Czech Republic, in particular the Civil Code No. 89/2012 Coll., excluding the conflict of law provisions of private international law and the provisions of the United Nations Convention on Contracts for the International Sale of Goods.
