Purchase Terms and Conditions of MODIA, a.s.

  1. These business terms and conditions (hereinafter referred to as the “terms and conditions”) of the trading company MODIA, a.s., with its registered office at Křemencova 182/15, Nové Město, 110 00 Prague 1, ID number: 03662152, file number: B 27438, kept at the Municipal Court in Prague (hereinafter referred to as “company” or “customer”) regulate, in accordance with § 1751 paragraph 1 of Act No. 89/2012 Coll., the Civil Code (hereinafter referred to as the “Civil Code”), mutual rights and obligations arising in connection with or on the basis of a contract between the customer and the supplier, according to which the supplier undertakes to hand over the goods to the customer and enable him to acquire ownership rights to these goods, while at the same time the customer undertakes to take over the delivered goods and pay the agreed price to the supplier for them (hereinafter referred to as the “contract”).
  2. All legal actions relating to the contract must be in writing. For each contract concluded between the supplier and the customer, the following are excluded:
    a) the possibility to conclude, change or supplement the contract orally, tacitly or by an actual act (i.e. only by the contracting party behaving in a certain way without there being a legal reason to do so),
    b) the possibility to accept an offer with any amendment, reservation or deviation,
    c) the possibility to assign the contract or a part of it, as well as
    d) the possibility to unilaterally change or unilaterally supplement the content of the contract.
    Silence, inaction (e.g. failure to raise a protest) or omission do not in themselves create legal consequences and cannot be interpreted as a waiver of a right, remission of debt, consent or acceptance (e.g. goods, offers), unless the content of an already concluded contract indicates otherwise. Waiver of any customer right must be made in writing.
  3. Goods are understood to mean all movable things, services or works specified in more detail in the legal title (especially the order), always including accessories and components, licenses and all related property rights, tangible, intangible, industrial or creative intellectual property.
    The supplier declares that:
    a) he is fully entitled to handle the goods without any restrictions and to transfer ownership and property rights to the goods to the customer,
    b) with regard to the specialized nature of the goods, he is a professionally qualified person within the meaning of the law and that he is able and willing to fulfil his obligations as an expert,
    c) the goods have not yet been transferred to/or encumbered in favour of another person,
    d) the goods are not subject to any factual or legal defects, debts, obligations (e.g. taxes), liens, pre-emptive rights, rental rights or other security or encumbrances,
    e) the goods are not the subject of any enforcement, judicial, insolvency, arbitration or administrative proceedings,
    f) the goods meet the customer’s requirements and are suitable for the purpose to be served and for which the supplier has become familiar with,
    g) the goods are new, undamaged, comply with technical, hygienic and safety standards, product requirements and all mandatory legal regulations,
    h) according to environmental protection legislation, the goods are not polluted or contaminated,
    i) the transfer or any use of the goods will not unlawfully interfere with the absolute or relative rights of third parties.
  4. The supplier is obliged to deliver the goods according to the customer’s requirements, according to his drawings, regulations or samples or other specifications, in the highest possible quality, properly and on time. The supplier is obliged to notify the customer of the incorrectness or inappropriateness, in particular, of his instructions, samples, drawings or other documentation, which he could or should have discovered by exercising his professional competence. Packaging, accessories and parts of the thing are part of the goods; however, this does not affect the obligation to take back packaging.
  5. With regard to production management, the customer is not interested in later or partial fulfilment, therefore the supplier is obliged to ensure timely fulfilment (pre-stocking) so that the agreed delivery dates are always met. Late or partial delivery of goods may be refused and sent back at the supplier’s expense. The customer reserves the right to refuse an earlier or unannounced delivery as well. In the event of the supplier’s delay in delivering the goods, the customer is entitled to apply and demand a contractual penalty in the amount of 0.05% of the value of the goods for each started day of delay, but no more than 20% of the value of the goods. Self-help sales of goods within the meaning of the Civil Code are excluded.
  6. At its own expense, the supplier shall procure all official permits (including payment of customs duties and fees) required for the delivery of the goods under the contract, possibly also in a foreign country if the goods are to be imported. He shall do so no later than the date of transfer of ownership of the goods. Failure to grant official permission does not exclude or reduce the supplier’s liability for defects or damage or injury.
  7. The place of performance is the customer’s premises at the address Jihlava, Hruškové Dvory 53, unless the customer specifies another place of performance in the legal title (order). The ownership right to the goods, the benefits associated with them, the risk of damage to the goods, as well as the risk of changes in circumstances, are transferred to the customer only at the moment of taking over the goods.
  8. The supplier is obliged to attach to the delivery of goods all documents in Czech, possibly also in English or German (especially relevant technical documentation, attestations, certificates, declarations of preferential origin of goods, other declarations required by law or by the customer, revision reports, warranty documents). The supplier warns the customer in writing about dangerous substances or preparations, and labels these substances or preparations as required by the legal regulations effective in the territory of the Czech Republic, and further warns the customer in writing about all dangerous properties of the goods.
  9. The supplier is fully responsible for the exit inspection of the goods and the assessment of whether the goods comply with the contract. After delivery of the goods to the place of fulfilment, only an appearance inspection is carried out for any obvious external defects, such as obvious defects in the packaging of the goods. The customer is not obliged to carry out an in-depth entrance inspection or to test or measure the goods. Acceptance of the goods by the customer after delivery or processing of the goods does not mean unconditional acceptance; the supplier is not released from his responsibility for defective performance. For the avoidance of doubt, the application of the provisions of § 2103, § 2104, § 2106 paragraph 3, § 2111, § 2112 and § 2618 of the Civil Code to the contractual relationship between the buyer and the supplier is excluded.
  10. If the contract is concluded for repeated performance (i.e. more than one order of goods), then both the customer and the supplier are entitled to unilaterally terminate the contract in writing without giving a reason or for any reason, while the notice period is 2 months and begins on the first day of the following month after the month in which the notice was delivered. However, in the case of repeated performance, the customer is not obliged to cooperate exclusively with the supplier, nor to purchase any minimum volume (quantity) of goods. The customer is not obligated to purchase goods that are only reserved, consigned or pre-negotiated non-bindingly (based on the outlook or pre-stocking).
  11. The supplier is obliged to pay sufficient attention to the prevention of delays and damages. The supplier is obliged to describe to the customer in a timely manner the obstacle that prevents him, will prevent him or may prevent him from fulfilling his obligations; such notice must be given to the customer without undue delay after the supplier became aware of the obstacle or could have become aware of it with due care. The supplier shall compensate the customer for all damage caused to the customer by defective performance (defective goods). The supplier is also obliged, at his own expense, to protect the customer against any claims of third parties, if it is related to defective performance by the supplier (defective goods), or to compensate the customer in such cases. Any related special costs incurred in order to prevent or minimize delays or damages shall be borne by the supplier. The right to compensation for damages is not affected or limited by the agreement on the contractual penalty or the payment of the contractual penalty. All damages are compensated in money.
  12. Additionally, the delivery conditions of the official ICC Incoterms 2020 unloading rules are applied to the contractual relationship between the customer and the supplier. If a specific clause is not specified in the order, the DAP delivery parity (the address of the customer’s establishment listed on the order) is used.
  13. The agreed prices are not subject to any adjustment except by written agreement of the contracting parties; the prices are final and include, among other things, licenses to use and distribute those components of the goods that the supplier has created and are protected as intellectual property (copyright), as well as all other costs associated with the goods. Current tax is added to prices without VAT. In the event that, at the time of the taxable performance, the fact that the supplier is an unreliable VAT payer is published in a way that enables remote access, the customer is entitled to a portion of the purchase price in the amount corresponding to the value added tax, or value added tax, to be paid in accordance with the provisions of § 109a of the VAT Act directly to the administrator of this tax. This procedure will fulfil the customer’s obligation to pay the corresponding part of the purchase price to the supplier.
  14. The goods will be paid for on the basis of the appropriate tax document (invoice), which must contain the order number. The invoice will be issued with a maturity of at least 30 days from the date of delivery to the customer. The customer is entitled to return an incorrect or incomplete invoice to the supplier within the due date for completion without falling into arrears. Any payment by the customer under no circumstances means unconditional acceptance of the goods and does not affect his rights arising from defective performance by the supplier.
  15. The supplier provides the customer with a guarantee for the quality of the goods for a period of 12 months, unless a longer guarantee has been agreed. At least for the specified period, the goods will be suitable for use for the agreed purpose and will have at least the agreed properties.
  16. The warranty for quality or its limitation does not expire if:
    a) the customer interfered with the goods in accordance with their purpose,
    b) the customer has carried out an inspection in order to detect a defect and there has been a change in the condition of the goods,
    c) the customer has not inspected the goods after their delivery,
    d) the customer delays in reporting the defect after it could have been discovered during a timely inspection and due care,
    e) the customer delays in choosing the right that belongs to him due to defective performance.
  17. If a defect occurs on the goods during the warranty period, the customer has the right to make a written complaint. The costs associated with a justified complaint are borne by the supplier. If the customer exercises the right to remove the defect, the supplier is obliged to remove the defect no later than ten (10) calendar days from the delivery of the complaint. If the supplier is unable to do so, he is obliged to notify the customer immediately. In that case, or even if the supplier does not remove the defects properly and in time, the customer can exercise another right or remove the defect himself and claim compensation in the amount corresponding to the costs of removing the defect. This applies even if the customer chooses the right to additional removal of defects and these defects subsequently turn out to be irreparable.
  18. If one or more provisions of these terms become invalid, illegal or unenforceable in any respect, this shall not affect the validity of the remaining terms. This also applies if the supplier is in the position of a consumer, while the terms and conditions are applied appropriately so that they do not conflict with the legal protection of the consumer.
  19. The contracting parties undertake to make every effort to settle any disputes arising from the contract primarily amicably; undertake to proceed in such a way that the disputed situation is objectively explained, and to this end provide the necessary cooperation. In the case of court proceedings in disputes with an international element, the local court always has jurisdiction according to the customer’s registered office. The applicable law will always be the law of the Czech Republic, while any reference to other than Czech law is excluded.