General Purchase Conditions

A contract is entered into pending Supplier’s confirmation in writing and without reservations Saint-Gobain Vertex´s (thereinafter SGV’s) order, handed over on a form meeting at least the basic essentials for the type of contract being concluded. If SGV 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.

The delivery period (period of performance) is specified on SGV’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 SGV’s right to withdraw from the contract. The withdrawal from the contract does no affect SGV’s right to indemnity. The Supplier shall notify SGV of any possible delay with the delivery and provide the reason for and the expected period of such a delay.

The Supplier shall deliver the goods in the amount and quality provided on SGV’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 SGV’s influence and affecting SGV’s ability to receive the ordered goods shall entitle SGV 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 SGV’s expense, shall be delivered by the Supplier as cheaply as possible, using a reliable forwarder. SGV 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 SGV. Following a previous agreement, SGV shall be entitled to collect the consignment directly from the Supplier’s facility. The Supplier shall ensure that SGV 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 SGV’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 SGV. Apart from the essentials of a tax document and other data required by SGV, the invoice shall also contain the order number specified on SGV’s order. The Supplier shall hand over to SGV any documents necessary for receiving and using the goods, as well as any other documents provided on SGV’s order.

The risk of damage to goods shall pass onto SGV once the consignment has been handed over to SGV, 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. 

Purchase Price and Payment Conditions

Unless provided otherwise in SGV’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 SGV and the delivery of goods to SGV, a lower price than the one originally agreed between the Supplier and SGV, 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 SGV. 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 SGV. The date of invoice delivery shall be considered the date on which the invoice was demonstrably delivered to SGV. SGV is entitled to retain a payment, wholly or in part, if the goods delivered or services rendered show defects. The performance of obligations on SGV’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.

The Supplier shall ensure its own quality control for the goods delivered under any SGV’s order to make the consignment compliant with the common quality standards and SGV’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 SGV to inspect the documentation, make copies thereof or issue such copies upon request and send them to SGV. SGV should complain of any apparent defects of the delivered goods within 12 calendar weeks from the goods receipt. SGV 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, SGV 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 SGV, or for any services rendered to SGV, 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, SGV 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, SGV 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 SGV, 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.

The Supplier undertakes, under any contractual relationships with SGV, to comply with legal regulations in the field of environmental protection.
It shall in particular:
-  use vehicles with a valid technical inspection certificate;
 
-  not run, anywhere on the SGV premises, any stationary source of air
   pollution without SGV EHS Manager’s knowledge;
 
-  set no fire on the SGV premises;
 
-  not impair air quality through the Supplier’s activities;
 
-  not run any waterworks on the SGV premises;
 
-  prevent any leakage/spillage of noxious substances (e.g. fuels, oils…) into
   the land and sewage system when bringing them to the SGV premises;
 
-  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 SGV Centre Manager and ensure, at its own expense, removal of such
   pollution and its consequences.

Any information to be learned by the Supplier directly from SGV, 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 SGV 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. SGV’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 SGV’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 SGV as a result of the aforementioned facts having been used in conflict with this provision.

Without the prior written approval of SGV, the Supplier is not entitled to assign its receivables against SGV to third parties, or claim such receivables through third parties, or set off the same. SGV 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 SGV 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.