- These Conditions modifies relations between the supplier of the metallurgical material, the company Alcometal s.r.o. (hereinafter "Supplier”) and its customer (hereinafter "Customer”) upon delivery of the metallurgical material (hereinafter "Goods").
- These Conditions are integral part of every business contract freely available on the internet: www.alcometal.cz. Contractual parties may change or exclude any provision of these Conditions solely by written agreement.
Orders of the metallurgical material
- The Goods is ordered upon written order made by the Customer (including by email).
- Upon receipt of the order from the Customer, the Supplier shall send the undersigned acceptance of the order back to the Customer (hereinafter “Acceptance of the order”).
- The Customer shall deliver undersigned Acceptance of the order by his authorized person to the Supplier back within 3 (in words three) working days after receipt of the Acceptance of the order. In case that the Acceptance of the order will be delivered to the Supplier later, the Supplier is entitled to change the term of delivery of the Goods, while the later delivery of the Goods for that reason will not be considered as delay of the Supplier.
Formation of a contractual relationship between the Supplier and the Customer
- Sales contract between the Supplier and the Customer arises in the moment, when the undersigned Acceptance of the order, undersigned by the Customer, will be delivered to the Supplier (the mutually undersigned Acceptance of the order hereinafter “Sales Contract”).
- The parties agree that the Sales contract is also concluded in the event that the Acceptance of the order from the Supplier or the Customer will be delivered to other party by fax or as a scanned copy attached to an email, however the Supplier reserves in the sales contract the right of delivery of the undersigned original of the Sales Contract.
Price of the Goods
- The price of the Goods is based on the offer and is agreed in the Sales Contract.
- If the Supplier changes the Conditions after sending the Acceptance of the order, e.g. sales price, delivery time etc., he is obliged to inform the Customer about these facts, and both Parties shall agree on new conditions, under which the Sales Contract will be concluded.
Quality of the Goods
Delivered goods meet at the time of delivery general technical requirements for each specific type of product (hereinafter called “Standards”). Designation of quality of Goods and the type of material and dimensional Standards specified in the Sales Contract is considered by both Parties as binding. If the Customer orders the Goods in the national Standards and these Standards correspond in crucial parameters with the international Standards, the Supplier is entitled to deliver the Goods according the international Standards
Terms of Delivery
- Terms of delivery, their interpretation, transfer of the risk etc. is governed by INCOTERMS 2011.
- The Supplier may also deliver the Goods before designated delivery time or split fulfilment into several partial deliveries.
- The Supplier may in the Sales Contract adapt quantity of the ordered Goods taking into account of its nature and form, in which it is produced (i.e. round to linear meters, kilos, entire packages, the number of production lengths etc.). It is considered, that such modification of quantity moves up to +/- 10% of the total item, in other cases shall be the different quantity agreed by both Parties. In case where are delivered flat products in recalculated weights, for the calculation shall be used coefficient prescribed by the relevant regulation, eventually by producer of the particular metallurgical product.
- The tolerance of the quantity of delivered Goods against the confirmed quantity is +/- 10%.
- In case that the Customer refuses without any reason to take over the ordered and confirmed Goods, the Supplier is entitled to withdraw from the contract and may demand contractual penalty:
for customary Goods, delivered from warehouse, 20% of the sales price of the rejected Goods.
for specific Goods, delivered from production or service centre, 50% from the sales price of the rejected Goods.
- Specific Goods is usually defined by a separate clause in the sales contract.
- The Customer shall assert claim in writing, quantity defect and obvious defects within 10 days after delivery, hidden defects within 10 days after their detection, but no later than within 6 months after transfer of the risk of damage of the Goods. Prolongation of this period may be done by the parties only in written form.
- Complaints shall contain description of claimed Goods and number of defective pieces, identification of the supply from which the Goods originate (number of delivery note, invoice), description of the defect, proposal for resolving the claim. The Customer shall prove that the supply of the claimed Goods comes from Supplier, i.e. company Alcometal s.r.o.
- The Customer shall claim only characteristics of Goods guaranteed in Sales Contract, quality or dimensional standard, eventually by these Conditions at the time of delivery. The Parties do not consider as a reason for complaint if the Customer finds that the Goods is not appropriate to the purpose for which it was acquired.
- Complaints of obvious and hidden defects shall be examined with the participation of responsible persons by the Supplier as well as the Customer. In case that the responsible persons do not match about the authorization of the claim, they should agree on performance assessment of the claimed Goods by the third party, generally by accredited testing laboratory.
- Tests are performed on samples where is provable that they come from the claimed supply, this fact results also from the acquired test report.
- Defective Goods shall be returned to the Supplier to the agreed place independently of delivery substitute Goods or payment of the Sales price.
The Parties are not responsible for the delay in fulfilling their obligations in case that the violation is caused by event or facts, which occurred outside their due care, such as war, fire, labor disputes including those launched by contractual party, commercial disputes in case of refusal of license etc. Such delay does not cause a breach of contract and period of performance of the obligation is reasonably extended by a period during which performance is impossible. If the delay lasts more than three months, each party is entitled to withdraw from the contract in the scope and quantity of Goods still by the Supplier undelivered.
Ownership of the Goods and transfer of the risk of damage
- Ownership to the Goods passes to the Customer upon full payment of the purchase price for the Goods. The Supplier has the right to take the Goods back in case of its non-payment. The Supplier is entitled to take back the Goods in the possession or in power of the Customer, and for this purpose is entitled to enter any plot or building where the Goods is situated.
- Risk of loss of or damage of the Goods pass to the Customer depending on clause INCOTERMS 2011, but no later than when the Goods is handed over. In the meantime, before the Supplier becomes the owner of the delivered Goods, the Customer is obliged to take reasonable measures to identify the delivered Goods as Supplier´s property and for the purpose of security. The Customer is obliged to insure the delivered and unpaid Goods so that insurance indemnity corresponds at least to the sales price and against all the usual risks (particularly the risk of loss, theft, destruction, damage due to natural forces). In case that in the period between delivery of Goods to the Customer and the transfer of the ownership right on the Customer occurs damage, the responsibility for such damage lies with the Customer.
Conditions of payment
- The basis for payment of the delivered Goods is an invoice. The invoice shall contain all statutory requirements. The due date of the invoice is specified in the Sales Contract and in the invoice itself.
- Payment means crediting of the fully invoiced amount on the bank account of the Supplier.
- If the Customer has more obligations of the same kind against the Supplier and fulfils them only partially, the Suppliers is entitled to decide on the method of offsetting the provided fulfilment.
- The set off of the mutual receivables by the Parties should be done only upon written agreement.
- If the Customer is in delay with payment, the Suppliers is entitled to demand a contractual penalty in the amount of 0,05% from the total sales price for each day of delay. In case that the delay lasts more than 30 days, the Supplier is entitled to suspend fulfilment of other concluded Sales Contracts with the fact that in such case the Purchaser is not entitled to any sanctions.
- All provable expenses related to suspension of the deliveries (storage, trans-shipment of the Goods etc.) as well as the cost of resolving due receivables shall be borne by the Customer.
Resolution of disputes
The Parties agreed that all property disputes arising from the Sales Contract, as well as the legal relationship related with the sales contract or arising out of other agreements between the Parties will be finally decided in arbitration in accordance with Czech law by Arbitration court attached to the Economic and Agricultural Chamber of the Czech Republic in Prague, by the sole arbitrator appointed by the chairman of the court according its Order.
- The Supplier and the Customer shall notify the other Party about all circumstances that could affect the fulfilment of obligations from the concluded Sales Contracts.
- Each provision of the Conditions or of the Sales Contract is effective as a separate clause and in the event that any of them should be invalid or unenforceable according to the law, the validity of the remaining clauses or parts thereof shall not be affected.
- These Conditions come into force on the date of their issuance.
In Prague on 1.11.2012
Mgr. Tomáš Urban
Managing director of the company