References

General busniess terms and conditions

Article I. General Provisions

(1) These Business Terms and Conditions (hereinafter referred to as BTC) are business terms and conditions within the provision of Sec. 1751 of Act No. 98/2012 Coll. of the Civil Code (hereinafter referred to as CC) as amended. 

(2) By signing the agreement the contracting parties have entered into an agreement for work done within the provision of Sec. 2586 and subsequent ones of the CC or a purchasing agreement within the provision of Sec. 2079 and subsequent ones of the CC (hereinafter referred to as the “Agreement” or with the same meaning the “agreement on work done”). These CTC are an integral part of the signed Agreement and are binding for both contractual parties.  

(3) The contractor is required to carry out the work under the provision of the Agreement and in compliance with the tender documentation (if the nature of the work is requested by this documentation). 

(4) The version of the Agreement has priority over these GBTC. 

(5) The contractor means the corporation S.O.S. – DEKORACE, s.r.o., Comp. Id. No.: 271 19 432, with its registered office at Dobronická 1256, Prague 4, postcode: 148 00.

(6) The client as well as the contractor are entrepreneurs within the meaning of Sec. 420 and subsequent ones of the CC.

(7) Both the client and the contractor exclude from the scope of the provisions on contracts entered into in accordance with the adhesion method in accordance with Sections 1798 to 1801 of the CC. 

Article II Subject of Work

(1) The work means the production of the work specified by the Agreement and relevant tender documentation, which form the appendix of this Agreement.

(2) The contractor’s offer is binding for the stated period of validity of the offer. The contractor reserves the right to make changes to the offer in the written confirmation of the order. The contractor’s offers, drawings, descriptions and price budgets or estimates are not allowed to be forwarded by the client to a third party. Upon request, they must be returned to the contractor. The contractor, as part of the entered into purchase contracts, acts as a seller and undertakes to surrender to the Buyer the item that is the subject of the purchase, i.e. the goods, according to the contract and allows the buyer to acquire ownership of the goods and the buyer undertakes to accept and pay the contractor as the seller the purchase price. 

(3) The contractor is entitled to scrutinise the tender documentation presented and to notify the client about any potential shortcomings, which would obstruct the proper execution of the work.

(4) The contractor declares that it is informed about the scope and nature of the work they are carrying out, including the place designated for carrying out the work, and the like.

(5) The client is required to pay for all essential costs, which will arise to the contractor while making the additional changes and adjustments to the product/work/goods if the specific requirements, technical criteria and other  essential information influencing the delivered product/work/goods assigned by the client do not correspond to the actual conditions or if the contractor was not informed about the essential requirements and circumstances of delivery of the  product/work/goods in an appropriate time.

Article III.  Price of the Work and Payment Terms and Conditions

(1) The price of the work is agreed in the Agreement based on the contractor’s submitted itemised budget, corresponding scope and specifications of the client’s task. The budget does not include VAT. The contractor and client acknowledge that the price agreed in the Agreement is not the absolute limit. In justified cases, the contractor reserves the right to request a financial advance of up to 100% of the price of the ordered product/work/goods, including VAT before carrying out the work. 

(2) The price of the work will be paid on a continuous basis through tax documents (hereinafter referred to as invoices) issued by the contractor 1x per month, unless stipulated otherwise in the Agreement or unless the contracting parties agree otherwise in writing, and the date of the taxable supply is the last day of the month in question. The invoice will be issued on the basis of a mutually agreed list of completed works, which will be attached to the relevant tax document. 

(4) If, at the time of the taxable supply taking effect, different VAT legislation is in force than on the date of the signed agreement, the contractor is required to adjust the agreed price in accordance with the new legislation. The parties undertake to respect the adjusted price. The revised price affects all provisions of the Agreement. In the event that the client does not have a valid VAT identification number (VAT No.) in the relevant EU Member State on the date of delivery of the goods or services, the client is required to pay to the contractor the amount of VAT that is valid in the Czech Republic on the day of delivery goods or services. This amount increases the price for the delivery of goods/works.

(5) On each invoice, the contractor shall indicate the date of the appropriate payment period as the due date in the Agreement. Unless expressly agreed otherwise in the Agreement, the invoice payment period is 30 days from the date of receipt of the invoice at the mailing address of the client.

(6) Proforma invoices and tax documents are payable on the due date specified in them.

(7) If the client is in default of payment of any payment under the contract or of these GBTCs, he/she/it is required to pay the contractor a contractual fine of 0.5% of the price of the goods / price of the work for each day of delay in fulfilling this obligation. Payment of the contractual penalty is without prejudice to the right to compensation for the damage caused, i.e. lost profits, even if it exceeds the contractual penalty. If the payer is late in paying the payment at the same time, the contractor may extend the delivery period for the goods / work.

(8) Authorised and necessary works and deliveries to meet the subject of the work for which no agreement has been reached or for which there has been no agreement on the quantity carried out shall be discussed by the contractor with the client in a separate procedure. In case there is no discussion, they are not considered part of the subject matter.

(9) The contractor is entitled to offset unilaterally any of his receivables from the client for any of the client's outstanding and unpaid debts and/or contractual suspension, unless otherwise specified in the Agreement. The contractor is entitled to assign his receivable to a third party without the prior consent of the client. The client is not entitled to offset unilaterally any of its receivables from the contractor for any receivable of the contractor and/or the contractual suspension, unless the contract stipulates otherwise. At the same time, the client is not entitled to assign any of its receivables from the contractor to a third party without prior written consent.

(10) If, for any reason, there is no payment of the price for the work done or for delivery of the goods charged by the contractor, the contractor is entitled to discontinue the performance of the work under the Contract.

(11) The obligation to pay the price of the work according to the contractor of the issued tax document is fulfilled by the client on the day of crediting the respective amount to the account of the contractor. 

Article IV.  Ownership of the Work and Risk of Damage

(1) The work is from the very beginning owned by the contractor. The goods are the property of the contractor until properly transferred to the client. 

(2) The risk of damage to the work is borne by the contractor and the client until the delivery and receipt of the work between the contractor and the client or until, as the case may be, the signing of a work handover record or at the moment it is accepted or not, or the moment the contractor allows the client to handle it. The client also bears the risk of damage to individual items at the place of performance arising in the absence of the contractor at the place of performance. 

(3) By concluding the Agreement, the parties declare that they have negotiated between themselves the reservation of ownership of the goods or the material used for the construction of the work which is the subject of the Agreement. The ownership of the goods or material of the work thus passes from the contractor to the client at the moment of full payment of the purchase price. If the client fails to pay the agreed price properly and in due time, the contractor shall be entitled to remove the subject of the contract, including the accessories from the place of performance, at the client's expense, for which purpose the client hereby expressly authorises the contractor to enter the place of performance where the subject of the Agreement is located. In this case, the client is not entitled to any performance on the part of the contractor, in particular to the payment of damage to the place of performance necessary to fulfil the contractor's right under the preceding sentence.

(4) The client is required to take all necessary measures to avert the damage or to alleviate the damage already incurred or its consequences, in particular by informing the contractor of the risks that could hinder the carrying out of the work, endanger or limit it.

Article V. Delivery Date, Handover and Acceptance

(1) The date of delivery of the goods / works is binding only if the contractor has been confirmed in writing and if the client has provided all the necessary documents and information necessary for the execution of the work or delivery of the goods within the given deadlines. Failure to meet the deadline for the execution of the work or the delivery of the goods shall not be deemed to be a reasonable prolongation due to demonstrable so-called force majeure (natural disaster, war conflicts, strikes, etc.). In such cases, the client is not entitled to claim compensation.

(2) The contractor undertakes to deliver the goods to  / perform the work for the client within the term stipulated in the Agreement. The deadline for the delivery of the subject of the Agreement does not begin before the fulfilment of the client's obligations towards the contractor.

(3) The client is required to prepare the place of delivery in a manner consistent with the agreed conditions, in particular the possible technical instructions and descriptions, so that the work can be seamlessly assembled or handed over. The client undertakes to respect the instructions of the contractor, as well as its employees or authorised persons, when storing, assembling and operating the work/goods.

(4) The contractor shall fulfil its obligation to perform or surrender the goods/works if it allows the client to dispose of the goods/works. This is without prejudice to the obligation of the client to accept the goods/works.

(5) The cost of transporting the goods/works shall be borne by the client, unless otherwise specified in the relevant Agreement. 

(6) The contractor is required to adequately wrap the goods/work or ensure its protection in a manner customary for its preservation during transport.

(7) Goods or works are normally provided with the appropriate technical documents, spare parts and corresponding consumables in accordance with the applicable technical and delivery terms of the contractor for the shipment. Any optional equipment/goods must be specified in the Agreement.

(8) The client is required to accept the goods/work. In the case of unjustified failure to accept the goods/work by the client, the contractor shall ensure adequate storage at the expense and risk of the client for a reasonable period of time. When the client is delayed in the acceptance of the subject of the Agreement or payment (e.g. advance payments), the contractor shall be entitled to the subject of the Agreement after prior notice on the client's account in an appropriate manner, after providing the client with an additional reasonable period to meet its obligation for at least one month.

(9) Both contracting parties have the right to make a copy of the contractor's delivery report on the execution or surrender of the subject matter of the Agreement in which the client is expressly required to confirm whether the subject matter of the Agreement is being accepted with or without reservation. Either contracting party has the right to express its objections to the delivery report, and the existence of contentious issues do not prevent the signing of the report – the contracting parties shall limit themselves to presenting the existence of such issues in the report.

(10) If a quality guarantee is agreed between the client and the contractor, it is governed by a special warranty document. This document is an integral part of the Agreement. 

(11) The contractor is not required to perform or surrender the subject of the Agreement or to provide the client with any other performance if the client is in arrears of any payment or delayed in another performance of any Agreement entered into with the contractor. The contractor is not in default in fulfilling its obligation, while the time of the client's delay extends the period of fulfilment of any obligation of the contractor from any agreement entered into with the client.

Article VI. Liability for Defects

(1) The client's right to claim warranty on a defect in the goods/work is established when during handover to the client the defect endangers the client or forms a subsequent defect which resulted from the contractor’s breach of duty. Rights to claim warranty are, otherwise, governed by the provisions of the Civil Code and the contractor's complaints procedure, with which the customer was informed at the point of sale or prior to entering into the Agreement.

(2) Normal wear and tear, damage and the natural aging process of the material and the subject of performance are not considered defects. The contractor shall not be liable for any loss or alteration to the product caused by the non-operation of the subject of the Agreement. Furthermore, the contractor shall not be liable for defects arising from inappropriate use of the subject of the Agreement, i.e. use which contravenes its intended purpose, inadequate maintenance and failure to observe the instructions and recommendations of the contractor which are binding on the client.

Article VII. Withdrawal from the Agreement

(1) The contractor is entitled to withdraw from the Agreement whenever the client is in arrears with any payment under the Agreement or these GBTC. Breach of the obligation under the preceding sentence is considered to be a material breach of the contractual obligation. If the client violates obligations under the Agreement and the GBTC other than those specified in the first sentence of this paragraph, the contractor shall be entitled to withdraw from the Agreement unilaterally, providing it has notified the client of the breach in the obligation in writing, provided a reasonable time for fulfilment of the obligation and the client did not fulfil the obligation within this period. The Agreement expires the moment when the withdrawal is delivered to the other party and is not nullified from the outset. Withdrawal from the Agreement does not affect the right to payment of a contractual penalty or default interest, if one has already been reached. The right to compensation for damages resulting from breach of a contractual obligation or an arrangement which, due to its nature, is binding on the parties even after termination of the Agreement.

Article VIII. Special and Final Provisions

(1) If the client has caused the Agreement to become invalid, he/she/it is required to compensate the contractor for damages, including lost profits.

(2) The amount of damages that the contractor is required to pay to the client for violation of the Agreement is not more than fifty percent of the price of the subject of the Agreement.

(3) The non-enforceability, nullity or ineffectiveness of any provision of these GBTCs or the Agreement does not affect the enforceability, validity or effectiveness of their other provisions. In the event that any provision of the GBTCs or the Agreement is invalid for any reason, in particular because of a conflict with the applicable legal standards, the provision of a piece of legislation that is closest in its content to the invalid provision, applies. Upon the request of either party, the parties undertake to replace the invalid provision immediately with a new provision (clause) that legally governs the reciprocal rights and obligations of the parties and reflects their original will within the meaning of the intentions contained in such a GBTC provision or the part of the Agreement that has expired. 

(4) All disputes arising out of this Agreement will be settled by the appropriate court. In accordance with the provisions of Section 89a of Act No. 99/1963 Coll., The Civil Procedure Rules, as amended, have agreed that the court with jurisdiction in the event of disputes arising from the Agreement shall be the court competent according to the location of the contractor. 

(5) The client declares that he/she/it agrees with the processing of its personal data for which guarantees accuracy, including the national identification number and the identification number stated in the contracts or other documents. The contractor processed them in accordance with Act No. 101/2000 Coll. and used them to offer additional services, send business messages, advertisements via e-mail, and in-house records and statistics. By signing the Agreement, the client gives explicit free and informed consent to the processing of its personal data in view of the purpose of Act No. 101/2000 Coll.

 (6) The client is required to immediately pay the contractor the fines, penalties, damages, damages or other claims and other expenses upon the first appeal.

(7) To eliminate any doubt, the contracting parties declare that their reciprocal performance under the Agreement is balanced, i.e. nothing is grossly disproportionate and neither party is considered to be the weaker party and that all arrangements under the contractual relationship established by this Agreement are in accordance with commercial usage and the principle of fair trade. The client assumes the risk of changing circumstances in accordance with Section 1765 of the Civil Code.

 (8) All information and documents relating to the subject of the Agreement with which the client will come into contact during the execution of the work shall be considered confidential and shall not be communicated to anyone except the contractor and, by written agreement with it, to other persons called upon. This information will not be used for purposes other than the performance of the work under the Agreement and any tender documentation.

(9) The contracting parties agree that delivery of documents shall be carried out by post, e-mail or courier service, to the addresses given in the data on the contracting parties on the first page of the Agreement or, as the case may be, to the other party, in writing, by registered post. In the event that the document, even when it is properly dispatched, returns as undeliverable, or the addressee refuses to accept it or does not collect it at the time of posting, the parties consider that the document was delivered on the day of its return to the sender or the date on which the addressee refuses to accept it or the last day of the storage period.

(10) The contract may be changed only by a written, numbered and signed mutual agreement marked as an "Appendix".

(11) The rights and obligations of the parties hereto, established by this Agreement, to the extent not modified by the contractual arrangements, are governed by the relevant provisions of Act No. 89/2012 Coll., The Civil Code.

(12) Both contracting parties are required to announce to the other contacting without undue delay of any changes in the name or representation of the contracting parties.

(13) The rights and obligations arising from the Agreement and these BTCs are governed by the valid Czech regulations, i.e. according to Czech law, in particular pursuant to Act No. 89/2012 Coll., the Civil Code.