General Business Terms and Conditions

1. Introductory provisions

1.1. These General Business Terms and Conditions (hereinafter referred to as "GBTC") are issued by AxFlow s.r.o., having its registered office at K Hrušovu 292/4, Praha 10, Post Code No. 102 00, Company Reg. No.: 25606441 registered in the Commercial Register administered by the Municipal Court in Prague, Section C, File No. 54270 (hereinafter referred to as "the Seller"), as the General Business Terms and Conditions pursuant to provisions of Section 1751(1) of the Act No. 89/2012 Coll., Civil Code, as amended (hereinafter referred to as "the Civil Code").

1.2. The present GBTC regulates the sale of the goods (hereinafter referred to as "the Goods") by the Seller in the Czech Republic and abroad from the product range of the Seller. The present GBTC regulates also the implementation of the Work by the Seller as the Supplier (hereinafter referred to as "the Work").

1.3. The Purchaser (hereinafter referred to as "the Purchaser") is a person who is stated as the Purchaser in the Price Offer.

2. Contract of Purchase, price offer

2.1. A Contract of Purchase is made at the moment when the Seller receives a written confirmation (acceptance) of the price offer by the Purchaser at the time of validity of the present price offer. The written form is maintained also in the case that this price offer is accepted (confirmed) by an e-mail message. Through a written confirmation of the offer the Purchaser at the same time confirms that it has made itself familiar with the present GBTC, which it entirely and unreservedly accepts, and the present General Business Terms and Conditions shall become a part of the Contract of Purchase. Written Purchase order sent by Purchaser is also considered as written confirmation of the offer.

2.2. If the Purchaser fails to confirm the price offer during the time of validity of the price offer in writing, the Seller's price offer shall automatically cease to exist on the lapsing of this time period. If the Purchaser fails to confirm the price offer during the time of validity of the price offer in writing, the Seller's price offer shall automatically cease to exist on the lapsing of this time period. Even before the lapsing of the time period the Seller is authorised to change or revoke the offer even without stating a reason, however, only till the moment of confirmation of the price offer by the Purchaser. If the confirmation of the price offer on the Purchaser's part contains any supplements, reservations, limitations, reference to other General Business Terms and Conditions, or other changes in the content of the price offer, it shall be understood that Contract has not been made, if the Seller doesn't explicitly accept its content within 7 work days. No other General Business Terms and Conditions or Purchase Terms of the Purchaser are took into consideration, not even in case other General Business Terms and Conditions or Purchase Terms of the Purchaser exclude application of these General Business Terms and Conditions.
In the case that the Seller sends the Purchaser a price offer and the Purchaser accepts this offer by sending its own purchase order, but it states, in such a purchase order, any other data than the data stated in the price offer of the Seller (for example, payment terms, purchase price amount, due date, delivery terms, reference to other General Business Terms and Conditions etc.), then such data changed by the Purchaser will not be taken into consideration, and the Parties have agreed that only the data stated in the Seller's price offer shall be decisive. If the Seller accepts (confirms) the Purchaser's offer, this acceptance (confirmation) concerns only the subject matter of the Contract of Purchase (goods) and the Seller thereby does not accept any other terms and conditions provided for in the Purchaser's purchase order. Even the purchase relationship arising this way shall be regulated by the terms and conditions of the Seller stated in the acceptance (confirmation) of the Seller and shall be governed by the present GBTC.

2.3. At preparation of the price offer the Seller presupposes that the Goods, if the place of supply is specified in the Czech Republic (Slovakia), will be really intended for use in the Czech Republic (Slovakia). If the Purchaser performs installation (use) of the Goods in any country other than in the place of supply, it shall undertake to pay to the Seller any increased costs associated therewith (e.g. in the case of the exercise of the right implying from defects and travels of servicing engineers).

2.4. The price offer is being prepared by the Seller on the basis of specifications and background materials of the Purchaser. The Purchaser is responsible for correctness of the specifications and background materials for preparation of the price offer. In the case that it is proven that the specifications and background materials for preparation of the price offer supplied by the Purchaser were not correct or complete, the Seller shall not bear any responsibility for this fact and it shall not be a reason for any claim, exercise of a right from defects, termination of the Contract, contractual penalties or any compensations on the Seller's part towards the Purchaser or third persons. The Seller reserves the right to possible typist's mistakes in the offer. The Purchaser is obliged to state mechanical and chemical characteristics of the medium pumped, for which the Goods are to be used, and in the case of incomplete specification of characteristics of the medium pumped the Seller shall not bear responsibility for functionality and lifetime of the Goods sold. By entering into the Contract of Purchase the Purchaser confirms that it has verified chemical resistance of the proposed material design of the Goods and agrees therewith. The subject matter of the Contract of Purchase made shall be the Goods (hereinafter referred to as "the Goods") of the Seller, specified in the price offer of the Seller. The Seller undertakes to deliver the Goods and the Purchaser undertakes to take over the Goods and to pay the purchase price for the supplied Goods according to the conditions agreed upon.

2.5. The Seller and the Purchaser have agreed that Minimal order value of any Contract of Purchase is 2.500,-Kč (100,- €) excl. VAT. In case the Contract of Purchase contains goods of lower total price than 2.500,- Kč (100,- €), the Purchaser is obliged to pay to the Seller the differential amount between total price of the goods and the Minimal order value within the deadline agreed upon in the Contract of Purchase.

2.6. In case a price offer contains a technical solution created by the Seller, such a price offer is the intellectual property of the Seller and the Purchaser is obliged not to use this price offer for the purpose of inquiring other manufacturers/sellers, or not as its own solution. In the event of a breach of this provision by the Purchaser, the Seller is entitled to compensation for this technical solution corresponding to 15% of stated total amount in this price offer without VAT. The Purchaser is obliged to pay this price for the technical solution within 15 days from the date of the call for tenders. The right to compensation for damage is not affected by the payment of the price for the technical solution. The Purchaser is obliged to pay the quantified damage amount within 15 days from the date of delivery of the notice to the Purchaser.

2.7. Any deviating provisions in the Contract of Purchase or in the Contract for Work (price offer) shall prevail over regulations contained in the GBTC.

3. Purchase price and Payment terms

3.1. The Purchaser is obliged to pay to the Seller for the Goods delivered the purchase price stated in the price offer (hereinafter referred to as "the price"). The VAT at a legal rate shall be added to the price.

3.2. The price or its appropriate part shall be paid by way of a wire transfer to the bank account (hereinafter referred to as "the Account") of the Seller stated in the tax document (invoice) issued by the Seller.

3.3. The maturity of the price shall be governed by the conditions stated in the price offer, or in the invoice issued by the Seller. The price or its corresponding part shall be considered as settled at the moment of its crediting to the Account.

3.4. If the Contract of Purchase states the method of payment – advance payment (down payment), the Purchaser shall pay the purchase price on the basis of the advance payment invoice issued by the Seller. If an advance payment has been agreed upon, the Seller is not obliged to deliver the Goods to the Purchaser before settlement of the payment agreed upon.

3.5. If a security payment instrument has been agreed upon in the Contract of Purchase (e.g. bank guarantee, bill of exchange, etc.), the Seller is not obliged to deliver the Goods to the Purchaser until the receiving of complete and exact documents.

3.6. The information on prices shall be considered as confidential within the meaning of Section 1730 of the Civil Code.

3.7. The Seller is authorised to charge the Purchaser a contractual penalty amounting to 0.05% of the amount due for each day of delay in case of a delayed payment. The Seller and the Purchaser have agreed that in the case that it is necessary for the Seller to send a reminder to the Purchaser due to a delay with payment of the purchase price or other liabilities of the Purchaser, the Purchaser is obliged to pay an administration fee amounting to CZK 1,500.- to the Seller for the first reminder. In the case of a final reminder before court action sent due to a delay with payment of the purchase price, or other liabilities of the Purchaser, sent by a counsel of the Seller to the Purchaser, the Purchaser is obliged to pay to the Seller, to the hands of the Seller's counsel, the expenses associated with the recovery of the receivable pursuant to Section 513 of the Act no. 89/2012 Coll., as amended, consisting in the settlement of a non-contractual remuneration for legal representation of the Seller according to the Decree no. 177/1996 Coll., Legal Counsel Tariff, which arose in consequence of the delay with payment of the purchase price or other liabilities of the Purchaser.

3.8. The Seller reserves the right to make an adjustment of the price of the Goods in case that in the meantime from preparation of the price offer to the delivery of the Goods there is a change in the exchange rate of the U.S. dollar, pound sterling, euro, or another foreign currency to the Czech crown by more than 2%.

3.9. The Purchaser is not authorised to retain the purchase price or a part thereof, or the claimed Goods intended for returning for any reasons, or to make unilateral setting off of these claims, including the claims from exercised defects (claims). A loss, theft of or damage to the Goods which occurred after the passing to the Purchaser of the risk to the Goods or an exercised claim from defects shall release the Purchaser from the obligation of paying the purchase price.

4. Delivery of the Goods, transfer of the risk to the Goods, rights from a defective supply (claim)

4.1. Unless agreed upon otherwise, the place of supply shall be the delivery place provided for in the price offer. If the delivery place is not stated in the price offer, the place of supply shall be the registered office of the Seller.

4.2. The Purchaser is obliged to ensure, at its own expense and risk, the delivery of the Goods to the place agreed upon, unless agreed upon otherwise in writing. The Purchaser undertakes to take over the Goods no later than within 7 calendar days after the receiving of the request of the Seller. If the Purchaser fails to take over the Goods after the request of the Seller within the deadline and in the place agreed upon in the Contract of Purchase, the Seller is authorised to require compensation of the damage incurred due to the delayed takeover; especially it can sell the Goods and require the difference between the purchase price originally agreed upon and the amount acquired for the sale of the Goods and charge a storage fee of 500,-Kč (20,- €) per day.

4.3. The delivery term stated in the Contract of Purchase (price offer) shall be valid at the time of its preparation and can be changed depending on the load of the production capacities of the manufacturer at the time of acceptance of the offer. The Seller is obliged to inform the Purchaser about this change. Such a change in the delivery terms shall not establish any claim for termination of the Contract or any contractual penalty, compensation, etc.

4.4. The Seller is authorised, unless agreed upon otherwise, to ensure sufficient insurance of the transport of the Goods. The costs of insurance shall be borne by the Purchaser, unless agreed upon otherwise.

4.5. If the Parties have not agreed upon otherwise, in the case of delivery of a quantity of the Goods larger or smaller than the quantity agreed upon in the Contract, the Purchaser is obliged to accept such a delivery in the case of delivery of a smaller quantity of the Goods and in the case of deliveries of a larger quantity of the Goods it is authorised to refuse the excessive quantity of the Goods.

4.6. Te Seller is not obliged to deliver the Goods to the Purchaser in the deadlines according to the Contract of Purchase entered into, if the Purchaser is in delay with settlement of any payment to the Seller; the delivery term on the Seller's part is automatically extended with the time of such a delay.

4.7. The risk of damage to the Goods shall always pass to the Purchaser at the moment of the loading of the Goods at the registered office of the Seller, unless agreed upon otherwise.

4.8. The Purchaser shall make a visual inspection of the Goods after the passing of the risk of damage to the Goods. The right resulting from any damage to the Goods shall be exercised by the Purchaser against the Seller without any unnecessary delay as follows:
- In case of obvious defects, a different quantity of the Goods delivered, damage to the Goods caused during transport of the Goods and delivery of different Goods: within 24 hours from the takeover of the Goods,
- In case of other defects: within 5 days from the day when they could have been identified at exerting professional care, however not later than within 12 months from the time of takeover of the Goods,
- Before the end of the warranty period in case of defects to which the Seller's warranty applies, if such a warranty was provided, or before the end of the time period for the claiming of the defects.

4.9. In the case of the exercising of the right from defects of the Goods, the Purchaser is obliged to deliver the Goods to the Seller for assessment of the defects of the Goods, unless the Parties agree upon otherwise.

4.10. The Goods delivered by the Seller are provided with an original label of the Seller, containing the series number of those Goods. Removal of that original label of the Seller shall lead to non-recognition of any possible defect or claim.

4.11. The Purchaser is obliged to use the Goods in accordance with the Installation and Maintenance Manual. In the case that the Purchaser does not respect the recommendations and information provided for in the Installation and Maintenance Manual, the Seller shall not bear any responsibility for possible damage, defects or claims.

4.12. In the case that in the time period for the exercising of a right from defective fulfilment (in the warranty period) the Purchaser performs any intervention (servicing or repair) in the Goods, which is classified by the Seller as a non-professional intervention, any rights of the Purchaser from the defective supply of the Goods shall be non-recognised.

4.13. In the case that within the framework of the repair (servicing) the Goods must be dismantled for the reason of performing the servicing work or diagnostics for the purpose of preparation of an offer for servicing work, the Seller shall proceed in such a way that the damaged parts which were exchanged within the framework of the servicing work will be disposed of on the lapsing of the time period of 1 month from the delivery (invoicing) of the servicing work executed, unless the Purchaser requires them, already during the ordering of the servicing work in writing, to be returned back.

4.14. The Purchaser agrees with the fact that the damaged Goods of the Purchaser, for which an offer for repair has been sent to the Purchaser and for which no servicing or repair works have been ordered on the Purchaser's part (no Contract of Purchase has been entered into), and/or for which no written request for the sending of the damaged pump back without repair has been sent, will be disposed of in the time period of 1 month from the sending of an offer for repair of the Goods. The Purchaser agrees with the fact that in the case that the Goods are sent back without a repair at its own request, it shall bear the expenses associated with this sending back and undertakes to pay these expenses in the maturity period stated in the Invoice.

4.15. In case the Seller attends, via its employees or another authorized person, commissioning (start-up) of the device, whose part is a subject matter of the Contract, the Seller does not take any responsibility for correct start-up procedure of the device, whose part is a subject matter of the Contract. The Seller is also not responsible for any other damage, which may occur during commissioning of the device, whose part is a subject matter of the Contract.

4.16. In case that a step-by-step assembly work or composition of the system consisting of individual items, which have been supplied by the Seller and are placed in the Purchaser's operation plant, takes place in the Purchaser's operation plant, then the risk of damage to these Goods, as well as the risk of loss of these goods shall pass to the Purchaser in accordance with Section 4.7 of the present Article.

5. Contract for Work

5.1. In the case that the Seller delivers the Goods as a part of the Work and a Contract for Work is made between the Purchaser and the Seller, the present GBTC shall reasonably apply also to the contractual relation arising from that Contract for Work with derogations determined here below in the present GBTC or in legal regulations.

5.2. Through the subject matter of the Contract for Work the Seller as the supplier undertakes to perform for the Purchaser as the Client, at the Seller's expense and risk, the Work (hereinafter referred to as "the Work"), and the Purchaser as the Client undertakes to take over the Work and to pay the price specified in the price offer of the Seller as the Supplier.

5.3. The provisions of Articles 2, 3, 4, 6, 7, 8, 9, 10 of the present GBTC shall reasonably apply also in the case of the arising of the Contract for Work between the Seller as the Supplier and the Purchaser as the Client. For the case of entering into the Contract for Work the term "Contract of Purchase" shall mean "the Contract for Work", the term "purchase price" shall mean "the price of the Work", the term "the Goods" shall mean "the Work". The Seller shall be considered as the Supplier and the Purchaser shall be the Client.

6. Reservation of title

6.1. The Seller shall have the ownership right to the Goods specified in the Contract of Purchase until the moment of the full payment of the purchase price for the Goods and all receivables of the Seller that are due. The Purchaser is obliged, until the payment of the purchase price, to take care of the Goods, to protect them from damage or thefts.

6.2. In the case that the Goods become a part of a third party's thing (they shall not exist as a separate thing) and if the owner of the third party's thing is the Purchaser, the Purchaser undertakes not to dispose of such a thing until the payment of the full price in any manner (i.e. especially it shall not alienate such a thing in any manner and it shall not use it as security either).

6.3. If the Goods should become a part of a thing which is not in the Purchaser's ownership but is in the ownership of a third person, the Purchaser is obliged to notify that third person as well as the Seller of such a fact in writing. In such a case the Seller is authorised to require the price to be paid before the delivery of the Goods, unless the Seller and the Purchaser agree upon the provision of a security.

6.4. The Purchaser is authorised to process the Goods even before the transfer of the title to the Goods, in the manner which does not lead to a breach of the ownership right of the Seller and/or to reduction of the value of the Goods.

6.5. The Purchaser and the Seller have agreed for the case when the Purchaser is in delay with settlement of the purchase price and disposes of the Goods in the ownership of the Seller that the Seller has the right:
a) To have free access of the Seller's representatives to the real property assets of the Purchaser and the right to access to the information concerning the handling of the Goods,
b) To any earnings of the Purchaser, obtained by it in consequence of unauthorised handling and disposal of the Goods, until the payment of all receivables of the Seller.
For this case the debtor of the Purchaser is obliged to pay directly to the Seller and the Purchaser is authorised to require payment from the debtor only to the Account of the Seller.

6.6. If the Purchaser provides the Seller with sufficient security or if it guarantees payment of the price in another way, and if the Seller confirms this fact (i.e. that sufficient security was provided to it or that the payment of the price was guaranteed otherwise) in writing, the ownership right to the Goods shall pass to the Purchaser as of the moment of the written confirmation of this fact.

7. Confidentiality

7.1. The Purchaser is obliged to respect business secret of the Seller and maintain confidentiality regarding all information concerning its business matters.

8. Termination of the Contract of Purchase (of the Contract for Work)

8.1. The Seller is authorised to withdraw from the Contract of Purchase (from the Contract for Work) in the case that:
a) The Purchaser is in delay with settlement of any financial liability towards the Seller, or if the credit insurance company refuses to provide a sufficient insurance limit for insurance of receivables towards the Purchaser;
b) Insolvency proceedings have been initiated against the Purchaser;
c) The Purchaser has breached the Contract of Purchase in any manner other than according to part (a) and in spite of the Seller's request for remedy it has failed to remedy this breach even in a time period of 20 days from the delivery of the request.

8.2. The Purchaser is authorised to withdraw from the Contract of Purchase in the case that:
a) The Seller has been in delay with the delivery of the Goods for more than 90 days;
b) Bankruptcy has been declared over the Seller;
c) The Seller has breached the Contract of Purchase and in spite of the Purchaser's request for remedy it has failed to remedy this breach even in a time period of 20 business days from the delivery of the request.

8.3. In the case of withdrawal from the Contract of Purchase on the Seller's part for the reason stated in paragraph 8.1., the Purchaser is obliged to pay to the Seller a contractual penalty amounting to 10 % of the purchase price of the Goods agreed upon according to the Contract of Purchase in the case of non-produced Goods, and a contractual penalty amounting to 80% of the agreed purchase price of the Goods already produced or of the Goods whose production has already been commenced and which the withdrawal concerns. The Parties consider the above specified contractual penalties to be adequate, with regard to the high specificity of the Goods delivered (of the Work).

8.4. In the case of withdrawal from the Contract of Purchase on the Seller's part for any reason other than the reasons provided for in Section 8.1., the Purchaser has the right to compensation of provable additional costs, incurred by it in consequence of withdrawal, as a maximum to an amount of 10 % of the value of the Goods which were the subject matter of the Contract of Purchase terminated.

9. Solution of possible disputes and jurisdiction

9.1. In the case that the Purchaser is an entrepreneur having its registered office in the territory of the Czech Republic, the court competent for disputes between the Seller and the Purchaser shall be the materially competent court in the district of which the registered office of the Seller is situated.

9.2. In the case that the Purchaser is an entrepreneur having its registered office in the territory of any Member State of the EU other than the Czech Republic, all disputes arising from the Contract of Purchase (from the Contract for Work) or in connection therewith shall be decided with the final validity at the Arbitration Tribunal at the Economic Chamber of the Czech Republic and the Agrarian Chamber of the Czech Republic according to its Rules of Procedure by one arbitrator. The place agreed upon for dispute resolution is Prague and the language of the proceedings is Czech.

9.3. In order to exclude any doubts, Section 9.1 shall not apply in the case when the Purchaser is an entrepreneur having its registered office in the territory of any Member State of the EU other than the Czech Republic, and Section 9.2 shall not apply in the case when the Purchaser is an entrepreneur having its registered office in the territory of the Czech Republic.

10. Final provisions, binding nature of the General Business Terms and Conditions

10.1. The Purchaser is not authorised to unilaterally set off any of its possible receivables owed by the Seller against the price for the Goods or any other receivable of the Seller owed by the Purchaser and arising on the basis of the Contract of Purchase or to assign to a third person any of its receivables owed by the Seller.

10.2. The present Terms and Conditions and legal relations implying from them shall be governed exclusively by the laws of the Czech Republic, with exclusion of the conflict-of-laws provisions, especially the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980, including the Convention on the Limitation Period in the International Sale of Goods of 14 June 1974. The issues not expressly dealt with by the Contract of Purchase or by these Terms and Conditions shall be governed by Czech law, especially by the Civil Code.

10.3. The Purchaser shall assume the risk of a change in circumstances within the meaning of Sections 1765 and 2000 of the Civil Code.

10.4. The Purchaser and the Seller, as entrepreneurs, exclude application of provisions of Section 558(2) of the Civil Code.

10.5. In the case that any of the provisions of the present GBTC is invalid or ineffective or becomes invalid or ineffective, it shall be without prejudice to validity or effectiveness of the other provisions of the GBTC. The present GBTC and all changes thereof shall require a written form, and the Parties exclude that any change thereof could be made in any manner other than in writing. This shall apply also to the waiver of the requirement for the written form.

10.6. If within the framework of the exchange of declaration of will between the Purchaser and the Seller the Purchaser binds its declaration of will to the business terms and conditions submitted by it, the provisions of the present GBTC shall prevail over the business terms and conditions of the Purchaser which shall not apply. If the Purchaser insists on application of the business terms and conditions submitted by it, no Contract will be made.

10.7. The present Terms and Conditions will enter into force and will become effective on 1 February 2019.