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Supply Conditions |
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Conclusion of Contract |
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A contract is
entered into pending Supplier’s confirmation in writing
and without reservations SAINT-GOBAIN ADFORS CZ
(thereinafter SGA´s)
order, handed over on a form meeting at least the basic
essentials for the type of contract being concluded. If
SGA uses a different means than a form to send the
order, the contract is concluded by the Supplier’s
confirmation of the proposal in writing and without
reservations. |
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Delivery Period |
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The delivery
period (period of performance) is specified on SGA’s
order. Within the specified period, the Supplier shall
deliver the goods to a place of delivery provided on the
order. Any delays in the delivery on the Supplier’s part
shall constitute a material breach of the contract and
SGA’s right to withdraw from the contract. The
withdrawal from the contract does no affect SGA’s right
to indemnity. The Supplier shall notify SGA of any
possible delay with the delivery and provide the reason
for and the expected period of such a delay. |
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Delivery and
the Delivery Papers |
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The Supplier
shall deliver the goods in the amount and quality
provided on SGA’s order to a specified place of
delivery. The Supplier shall ensure transport of the
goods to the place of delivery at its own expense and
risk. Cases force majeure, stakes, working or
transport difficulties, official measures, transport
failures or other circumstances remaining outside of
SGA’s influence and affecting SGA’s ability to receive
the ordered goods shall entitle SGA to withdraw from the
concluded contract, with the Supplier being notified
thereof without undue delay. In such cases, no right to
indemnity arises for the Supplier. Consignments for
which transport was agreed at SGA’s expense, shall be
delivered by the Supplier as cheaply as possible, using
a reliable forwarder. SGA is under no obligation to
cover any cost incurred as a result of non-compliance
with the agreements negotiated between the parties.
Truck deliveries shall be taken by the purchaser in the
facilities on the dates agreed with SGA. Following a
previous agreement, SGA shall be entitled to collect the
consignment directly from the Supplier’s facility. The
Supplier shall ensure that SGA can receive the
consignment on the agreed date and in the agreed scope.
The consignment shall be packed in such a way as to
prevent its damage during transport. With each
consignment, the Supplier shall hand over to the
purchaser a delivery note which shall contain the type
and amount of the goods delivered, information on its
quality, unit price and SGA’s order number as a minimum.
The Supplier shall hand over the original with the
consignment to the purchaser and send a duplicate of the
delivery note together with an invoice for the delivered
goods to SGA. Apart from the essentials of a tax
document and other data required by SGA, the invoice
shall also contain the order number specified on SGA’s
order. The Supplier shall hand over to SGA any documents
necessary for receiving and using the goods, as well as
any other documents provided on SGA’s order. |
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Risk of Damage to Goods |
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The risk of
damage to goods shall pass onto SGA once the consignment
has been handed over to SGA, or to a purchaser it may
specify and at an agreed place of delivery, and once the
purchaser has been allowed to dispose of the
consignment. |
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Purchase
Price and Payment Conditions |
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Unless
provided otherwise in SGA’s order, the purchase price
specified therein shall refer to a firm price at
delivery parity to the place of delivery specified in
the order. In case the Supplier offers to another
purchaser, i.e. a third party, in the period between the
contract conclusion with SGA and the delivery of goods
to SGA, a lower price than the one originally agreed
between the Supplier and SGA, the price of the
contracted goods shall decrease accordingly to the
lowest price noted in the period between the contract
conclusion and the delivery of goods to SGA. If due
performance of the contract on the Supplier’s part
should also require installation of the delivered goods
or any part thereof, the purchase price shall refer to
the above-stipulated price for the goods, including
installation. The place of performance for all the
payments shall be SGA. The date of invoice delivery
shall be considered the date on which the invoice was
demonstrably delivered to SGA. SGA is entitled to retain
a payment, wholly or in part, if the goods delivered or
services rendered show defects. The performance of
obligations on SGA’s part shall not mean any waiver of
claims, acceptance of an obligation or waiver of rights
under any quality guarantee in respect of the Supplier.
This provision also applies to any confirmation of goods
receipt or the receipt itself. |
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Quality Guarantee and Claim for Damage Liability
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The Supplier
shall ensure its own quality control for the goods
delivered under any SGA’s order to make the consignment
compliant with the common quality standards and SGA’s
requirements. The Supplier shall maintain proper
documentation about the controls and tests performed and
keep the same on file for the period of 5 years. During
this period, the Supplier shall enable SGA to inspect
the documentation, make copies thereof or issue such
copies upon request and send them to SGA. SGA should
complain of any apparent defects of the delivered goods
within 12 calendar weeks from the goods receipt. SGA
should further complain of any hidden defects within 12
calendar weeks from their identification. The period for
lodging a damage liability claim starts running on the
first day of the week following that in which the goods
were received by the purchaser, or in which the defects
were identified. The complaints are lodged with the
Supplier. In case larger amounts of goods are delivered,
SGA is entitled to restrict the inspection of goods to
spot checks. Any defects not identified during the spot
check shall be considered hidden defects. To the
complaints about such defects, the above provision on
hidden defects shall apply. For any goods delivered to
SGA, or for any services rendered to SGA, the Supplier
shall grant a quality guarantee lasting 24 months, which
starts running once the goods have been handed over to
the purchaser. If the Supplier ensures or offers a
longer guarantee period, or a guarantee with a wider
scope, such longer guarantee period, or wider guarantee,
shall apply. Should a delivery of goods with defects
constitute a material breach of the contract, SGA may
require a remedy of such defects, ask for an adequate
reduction in the purchase price, or withdraw from the
contract, the claim for indemnification being not
affected thereby. In urgent cases, SGA shall have the
right to remedy, or have remedied, the defects in the
object of delivery at the Supplier’s expense, without
having to notify the Supplier thereof in advance. All
the goods, or services, shall be made or performed in
such a way as to meet, as at the date of their delivery,
the requirements defined by generally binding legal
regulations, as well as by measures of the state
administration bodies. Should the legal regulations so
require, the Supplier shall submit, prior to the
delivery of goods to SGA, a written statement of
compliance pursuant to Act No. 22/1997 Coll., on
Technical Requirements for Products and on Amending and
Modifying Certain Legislation, for each delivery of
goods. |
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Environmental Protection |
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The Supplier
undertakes, under any contractual relationships with
SGA, to comply with legal regulations in the field of
environmental protection.
It shall in particular:
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use
vehicles with a valid technical inspection certificate;
- not
run, anywhere on the SGA premises, any stationary source
of air
pollution without SGA EHS Manager’s knowledge;
- set
no fire on the SGA premises;
- not
impair air quality through the Supplier’s activities;
- not
run any waterworks on the SGA premises;
- prevent
any leakage/spillage of noxious substances (e.g. fuels,
oils…) into
the
land and sewage system when bringing them to the SGA
premises;
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remove any wastes generated by the Supplier’s activities
at its own
expense and
dispose therewith in compliance with the Waste Act;
- ensure
training of staff disposing with hazardous chemical
substances when
hazardous chemical substances and agents are disposed
with;
- provide
its personnel with the necessary personal protective
equipment,
emergency equipment and first aid equipment;
- report
any case of pollution by the Supplier’s activities to
the EHS Manager
or SGA
Centre Manager and ensure, at its own expense, removal
of such
pollution and
its consequences. |
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Protection of Trade Secrets |
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Any
information to be learned by the Supplier directly from
SGA, or through an agency, in connection with the
performance of a concluded contract shall be subject to
trade secret. The Supplier undertakes to keep secret any
and all facts which it will learn while performing its
activities for SGA and which are to remain confidential
as part of a trade secret. The Supplier understands that
trade secrets are of a confidential nature and shall not
be communicated to any third parties. SGA’s orders and
the related trade and technical data shall also be
handled as trade secrets by the Supplier. The
obligations arising from this provision further apply to
persons in an employment or other relationship to the
Supplier who come in contact with the aforementioned
facts. The Supplier shall ensure that such persons are
put under obligations arising from this provision. A
failure to comply with the Supplier’s obligations
contained in this provision shall constitute a material
breach of the contract and a reason for SGA’s
withdrawing from the concluded contract, with the claim
for indemnification being not affected thereby. The
Supplier shall be held personally responsible for any
damage caused by the violation of an obligation arising
from this provision, particularly for any loss, injury
to goodwill, loss of credit, decrease in turnover, or
financial loss incurred by SGA as a result of the
aforementioned facts having been used in conflict with
this provision. |
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Final Provisions |
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Without the
prior written approval of SGA, the Supplier is not
entitled to assign its receivables against SGA to third
parties, or claim such receivables through third
parties, or set off the same. SGA is entitled to set off
its receivables against the Supplier’s receivables
regardless of whether such receivables are mature or
conflict each other. The legal relations arising from
the concluded contract are governed by these general
purchase conditions and, with regard to questions not
provided for by these conditions, by the contract
wording, or by the relevant provisions of the Commercial
Code No. 513/1991 Coll., as appropriate. Any contractual
relations entered into by and between the Supplier and
SGA are governed by the law of the Czech Republic to the
exclusion of international private law. If any of the
provisions of these trade terms is or becomes
ineffective, the other provisions of these trade terms
remain in force. In the part containing the ineffective
provision, the relation of the parties shall be governed
by the provisions of the relevant legal regulations.
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SAINT-GOBAIN ADFORS CZ s.r.o.
Sokolovská 106
570 21 Litomyšl
Czech Rebublic |
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Tel.:
+420 461 651 111
Fax.: +420 461 651 350 |
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Email:
adfors-cz@saint-gobain.com
Web:
www.vertex.cz |
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GPS: |
N
49°52´50,6"
E 16°17´28,7" |
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