Subject of the contract
1.1 The subject of the present contract is an agreement of the Parties on cooperation, terms and mutual rights and obligations of the Parties when entering into Partial contracts of purchase (purchase orders) under which the Seller undertakes to hand over the goods specified in a Partial contract of purchase to the Buyer (the subject of delivery), to transfer the title to the goods to the Buyer and the Buyer undertakes to take over the goods and to pay to the Seller the purchase price specified in the Partial contract of purchase.
1.2 The Buyer´s purchase order shall be in writing, shall be delivered in electronic form to the Seller´s electronic address set out in the Amendment to this contract (hereinafter referred to as the “Purchase Order“) and shall contain at least:
- Specification of the subject of delivery (type designation, name, amount),
- Purchase price,
- The assumed date of delivery,
- Terms of delivery (transport instructions)
- Package data
- The data and signature of the person acting on behalf of the Buyer or other terms agreed upon
1.3 After a proper purchase order under Article 1.2 hereof has been delivered, the Seller shall be entitled to send to the Buyer a confirmation of having received the purchase order within 5 working days from the delivery of the purchase order (hereinafter referred to as the “Confirmation”). The Confirmation shall be in writing and shall be delivered to the buyer in electronic form to the Buyer´s address set out in the Amendment to this contract. The moment of delivery of the Confirmation to the Buyer shall be considered to be the moment of entering into a Partial contract of purchase (hereinafter referred to as “Partial contract of purchase“). If the seller does not send a confirmation approving the entire content of the purchase order within the prescribed period or if the Seller does not send a confirmation within the prescribed period for sending the Confirmation at all it shall be considered that no Partial contract of purchase has been entered into by the Parties.
1.4 The rights and obligations of the Parties in the Partial contract of purchase shall be governed by the rights and obligations set out in this contract if not otherwise agreed between the Parties in the Partial contract of purchase. Arrangements contained in the Partial contract of purchase derogating from the arrangements set by this contract shall supersede the other arrangements of this contract.
Purchase price and the method of payment
2.1 The purchase price is the price of the goods according to the Partial contract of purchase according to the current seller´s price list decreased by assortment discounts. The price list valid as of the day of execution of this contract has been handed over to the Buyer along with this contract in electronic form which the Buyer confirms by signing of this contract.
2.2 The Seller reserves the right to change the prices set out in the Price list handed over to the Buyer under Article 2.1 hereof. The Seller undertakes to inform the buyer of the price changes in electronic form to the e-mail set out in the Amendment to this contract, at the latest, within 14 days before the date when new prices are valid.
2.3 Upon agreement of the Parties, assortment discounts, maturity as well as the invoice terms shall be governed by the Amendment to this contract being concluded at the same time as this contract.
2.4 Proper paying of the purchase price shall mean crediting the Seller´s account with the entire
2.5 The Parties agree that they will share the bank fees and each of the Parties will pay the bank
fees on their side of transaction (SHA).
Contractual sanctions for default
3.1 If the Buyer gets into default with paying in the paying of the purchase price of the goods according to the issued tax document (an invoice), the Seller shall be entitled to charge him a contractual penalty in the amount of 0.05% from the amount due for each day of default begun.
3.2 In the event that the Buyer refuses to take over the goods (or a part thereof) without a proper reason or he is in default over 5 days in taking over the goods (or a part thereof) even despite a period additionally set by the Seller, he shall pay to the Seller a contractual penalty in the amount of 15% of the agreed price of the goods.
3.3 If the Buyer breaches the Buyer´s obligation under Article. 4.15 hereof, the Buyer shall pay to the Seller a contractual penalty in the amount of EUR 10,000 per each individual case of breach of obligations under Article 4.15 hereof by the Buyer.
Delivering the goods, the acquisition of title and the transfer of the risk of damage to goods
4.1 The Seller shall prepare the goods to be picked up at the agreed time of delivery.
4.2 The Parties stipulate that the place of performance is to be, in accordance with EXW clause EXW (INCOTERMS 2010), i.e. the Seller´s dispatching warehouse at the address Černčická 43, 549 01 Nové Město nad Metují, Czech Republic provided that there is no agreement about another place in a Partial contract of purchase or in the Amendment to this contract. The Seller´s obligation to deliver the goods is fulfilled by enabling the Buyer to handle the goods in the mentioned Seller´s facility. The Seller will notify the Buyer of the goods being ready to be taken by sending him by the e-mail set out in the Amendment to this contract. The Buyer shall take over the goods prepared in such way at the latest within two working days from the day when the notice about the goods being ready to be taken was delivered.
4.3 The risk of damage to goods (by loss, destruction, damage or deterioration of the goods regardless the causes) passes on to the Buyer:
4.3.1 If the Partial contract of purchase does not include the transport of goods, the risk of damage to goods passes to the Buyer by delivering the Seller´s notice about the goods being ready to be taken under Article 4.2. hereof,
4.3.2 If the Partial contract of purchase includes the transport of goods, the risk of damage to goods passes to the buyer at the moment of handing the goods over to the first carrier for the transport to the buyer to the agreed place of delivery or if the carrier does not take over the goods in time or he refuses to take it over without a proper reason by delivering the Seller´s notice about the goods being ready to be taken under Article 4.2. hereof,
4.4 The damage to goods which was incurred during the passing of the risk of damage to the Buyer does not impact his obligation to pay the purchase price unless the damage to goods was caused as a result of a breach of the Seller´s obligation.
4.5 If the Partial contract of purchase includes the transport of goods then, as agreed by the Parties, the transport will be:
4.5.1 ensured by the buyer, exclusively at his cost,
4.5.2 ensured by the Seller upon the buyer´s request contained in the Partial contract of purchase also exclusively at the Buyer´s cost when the amount corresponding to the price for the transport of goods to the Buyer is to be accounted for to the buyer based on a tax document issued by the Seller or by a third person providing the transport of goods. In such case, the Seller undertakes to ensure the transport of goods under the usual conditions in terms of place and time and to inform the Buyer of them.
4.6 The Parties further agree that the Buyer shall arrange the insurance of goods exclusively at his own cost. If, as agreed between the Parties, the insurance of goods is arranged by the Seller, the Buyer shall pay the cost incurred on the insurance of goods to the Seller based on a tax document issued by the Seller through which the cost will be re-accounted to the Buyer.
4.7 The Parties agree that in the event the goods are transported by the Buyers using other parity than EXW, the Buyer undertakes to pay to the Seller all the costs related to the transport of goods and export of goods from the CZ, based on a tax document issued by the Seller through which the cost will be re-accounted to the Buyer.
4.8 The Buyer acquires the title to the goods only after he has completely paid the purchase price.
4.9 The Buyer and persons authorized to take over the goods on behalf of the Buyer (for instance a carrier) shall confirm taking over the goods on a delivery note or other respective document related to the delivered goods.
4.10 In the event the Buyer refuses to take over the goods being ready to be picked up/delivered goods, he shall pay to the Seller all costs incurred thereby to the Seller (in particular costs for the transport of goods to the Buyer, storage charges, the costs for the measures to retain the goods, the Seller´s employees’ salary costs etc). This shall not affect the Seller´s claim for compensation for other damage.
4.11 The Parties agree that partial deliveries are permissible and the that the Seller is entitled to deliver the goods before the date of delivery provided he informs the Buyer of that in advance (in such case the Seller sends a notification to the Buyer´s contact set out in the Amendment to this contract) and the Buyer does not refuse the early delivery within 24 hours from the sending of the notification.
4.12 The Seller shall be entitled to discontinue the delivery of goods according to Partial contracts of purchase in case that any invoice for the delivered goods issued for the Buyer is more than 10 days after maturity. The Seller shall inform the Buyer of that fact on the e-mail set out in the Amendment to this contract. In such cases, the Buyer shall not be entitled to lodge any contractual penalty or payment of damage incurred because of not delivering the goods, in order to avoid the doubts, the buyer thereby explicitly waives this claim.
4.13 The Contracting parties agree that in addition to the statutory representative of the Parties also the persons stated in the Amendment to this contract are authorized to act in the issues of this Framework contract and Partial contracts of purchase.
4.14 In order to avoid any doubts, the Parties state that persons to whom this authorization ensues from their work or other positions at the Buyer’s and the Seller’s (for instance the warehouse staff at the agreed place of delivery, drivers etc.) shall also be authorised to act on behalf of both Parties in the issues relating to handing over and accepting of goods at the agreed place of delivery.
4.15 The Buyer shall not be entitled to re-export and distribute HALLA products to countries other than the country in which the Buyer has its company seat unless the Parties agree in writing otherwise in advance. In addition, the Buyer shall not be entitled to offer, present and/or to sell HALLA products under other brand, unless the Parties agree in writing otherwise in advance.
5.1 The delivery period varies according to the kind of goods, being always stated in the Overview of assortment being sold which has been handed over to the Buyer under Article 1.4 hereof in its current wording.
5.2 The Parties may agree on a delivery period other that set out in Article 5.1 hereof.
Guarantee of quality
6.1 If not agreed otherwise, the Seller provides to the buyer a guarantee for the delivered goods for the period of 24 months and for standard LED products 60 months. Hence, the Seller takes over the obligation that the delivered goods will be competent to the agreed otherwise ordinary use and that it will maintain its agreed otherwise ordinary properties.
6.2 The guarantee period commences on the day of acceptance of the goods by the Buyer or on the day of picking up the goods at the place determined by the Buyer´s contractual carrier or directly by the Buyer.
6.3 The guarantee does not apply to defects caused by mechanical damage, unqualified putting into operation, improper handing with the goods or to defects caused by unqualified maintenance or unqualified treatment or improper storage. In addition, it also does not apply to materials, components, accessories or parts which have not been delivered by the Seller or by a recommended supplier. If the Buyers or other persons perform repairs or other treatment on the facility during the guarantee period without the Seller´s written consent, the Buyer loses the rights from the provided guarantee.
6.4 The Buyer shall check the goods or make sure the goods are checked as soon as possible after the risk of damage on goods has been transferred.
6.5 If the Buyer does not check the goods or does not make sure the goods are checked at the time of the passing of the risk of damage on goods, he may lodge claims arising from the defects which may be found at this check only if he proves that the goods had these defects already at the time of the transfer of the risk of damage on goods.
6.6 The Buyer shall notify the Seller in writing of all defects incurred during the guarantee period, after he has found them, without undue delay. The notification of defects shall be done via letter of dispute which is stated and available at www.halla.eu. A properly and completely filled in letter of dispute is to be sent to the e-mail stated in the Amendment to this contract and/or on the letter of dispute or to be sent along with the claimed goods and respective documentation to the claimed goods to the address stated in the Amendment to this contract.
6.7 In case of apparent defects, i.e. especially in the event of:
- Delivery of goods in a smaller amount in comparison with the delivery note, carriage note, freight note (for instance difference between the number of packages in the delivery note and the number of the actual packages delivered),
- Delivery of goods in a lower amount in damaged packages when it is obvious that a part of the delivery has been stolen or damaged,
A standard acceptance of goods is performed at the delivery consisting of a visual inspection of the number of original unbroken packages. In cases when the package is damaged and/or incomplete, the number of pieces of damaged package, including their visual checking is subjected to inspection.
In these cases, the Buyer shall draw up, along with the carrier, a report on damage and at the same time to claim the apparent defects in the way stipulated in this contract within 3 days from the day of drawing up the report of damage.
6.8 In case of other apparent defects which, however, are not apparent during the acceptance of goods from the carrier (for instance quantity defects, damaged goods, goods other than which have been ordered which can be found only after the unbroken package is opened), in these cases the Buyer shall complain of these defects at the latest within 3 days from the day when the defect was found.
6.9 The Buyer shall claim any hidden defects, i.e. all other defect for which the Seller is responsible by the end of the guarantee period.
6.10 The Seller will decide on the complaint within 30 days, in complicated cases within 60 days from the day when the complaint was lodged. The period does not include the time required for expert assessment of the defect. The complaint, including removal of the defect, should be settled at the latest within 90 days from the day when the complaint was lodged unless the Seller agrees with the Buyer upon another date or unless there are other operational reasons on the part of the Seller. In case of a just complaint, the Seller undertakes to remove the defect free of charge if not agreed otherwise by the Parties (for instance delivery of substitute goods for the defective goods, discount from the purchase price etc.) In the event that unreasonable costs are connected with the removal of the defect, the Seller shall be entitled, after having informed the Buyer, to deliver to the Buyer substitute goods instead of removing the defects free of charge. In the event when it is impossible for the Seller to deliver substitute goods (for instance the goods are not manufactured anymore), the Buyer will be provided with a discount from the purchase price instead of the delivery of substitute goods.
6.11 If not otherwise stipulated in this contract, the rights and obligations of the Buyer and the Seller, the parts of the guarantee, shall be governed by the Seller´s complaint handling rules stated and available at www.halla.eu. By signing this contract the Buyer confirms that he has acquainted himself with the complaint handling rules prior to the execution of this contract.
Packaging of the goods
7.1 The goods shall be packed or secured for transport in a way which is usual for such goods in business or in the way needed for protection of the goods unless agree otherwise by the Parties in a Partial contract of purchase.
Term of the contract
8.1 The Parties agree that this contract is entered into for an indefinite period of time.
8.2 The Parties agree that this contract can be terminated by one of the below-mentioned ways:
8.2.1 By a written agreement of Contracting parties as of the date set out in such an agreement;
8.2.2 By written withdrawal from this contract in cases set by this contract. The Seller shall be entitled to withdraw from this contract especially in the case when the Buyer gets into default over 20 days to pay the purchase price (or a part thereof) or in the case when the Buyer is in default over 5 days to take over the goods (or a part thereof) despite a period set additionally by the seller or when the Buyer refuses to take over the goods without a proper reason. The withdrawal of the contract shall be in writing, it shall become effective on the day of delivery of the withdrawal to the other Party.
8.2.3 By a written notice by either party. The notice shall be effective on the last day of the second month following the month in which the notice was delivered.
8.3 The rights and obligations of the Parties arising from this contract cease by withdrawing from the contract or expiration of the notice period. The seller´ right on a contractual penalty or compensation of damages is not affected by withdrawing from the contract.
Circumstances excluding responsibility
9.1 Obstacles arising independently of the will of the obliged party and preventing it from fulfilment of its duty, if it cannot be reasonably expected that the obliged party would avert this obstacle or its consequences and in addition if it would not have anticipated this obstacle at the time of the occurrence of this obligation.
10.1 All disputes between the Seller and the Buyer arising from the present contract or in connection with it shall be finally decided with the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the CR in Prague by three arbiters in accordance with the Rules of the Arbitration Court. The proceedings shall be held in the English language.
11.1 The Parties agree that this contract shall be governed by Czech law.
11.2 This contract has been drawn up in two counterparts with the validity of the original, each Party shall obtain one counterpart.
11.3 The Parties agree that this contract may be changed or amended only in writing, in the form of numbered amendments of this contract signed by authorised representatives of both Parties.
11.4 This contract shall become valid and effective as of the day of its signature by both Parties.
11.5 All appendices are an integral part of this contract
11.6 The Parties declare that they have entered into the present contract freely and seriously neither under pressure nor under obviously disadvantageous conditions, they have understood the content of it and in witness thereof they affix their signatures.
11.7. An amendment being referred to by individual provisions of the present contract shall always mean such a wording of the Amendment which is effective at the given time.