Toegang tot prijzen en online winkelen
Overzicht van je gekochte artikelen
Neem contact op met uw vertegenwoordiger en verkoper
Onderwijsmateriaal
Nieuws over industriële afdichtingen
Informatie over nieuwe producten en diensten
Exclusieve hints en tips
Registered office: Trnkova 2788/115, Líšeň, 628 00 Brno
Company ID No.: 46983864
Registered with the Regional Court in Brno, File No. C 8469
(hereinafter the “Purchaser”)
These general terms and conditions govern the terms and conditions of the purchase of goods and/or the provision of services upon the conclusion of individual purchase contracts or contracts for the provision of services on the basis of which goods or services are supplied to the Purchaser, and thus the rights and obligations of the Purchaser and of the relevant seller or Supplier (service provider) vis-à-vis the Purchaser.
1.1. The following terms shall have the following meanings:
2.1. Terms and conditions designated in or contained in the Supplier’s offer, in the acceptance of the Order or in any other document of the Supplier shall not form part of the Contract, and the Supplier hereby waives any and all of its rights, if any, which would arise to it from the application of such terms and conditions.
2.2. The content of the Contract is constituted by these GTC.
2.3. The Supplier shall accept the Order either by an express declaration or implicitly by acting in accordance with the Order.
2.4. Any amendments to the Contract must be agreed in writing and duly signed by the authorised representatives of the Purchaser and the Supplier.
2.5. The making of any changes by the Supplier to an Order submitted by the Purchaser, or the acceptance of an Order with any deviations, shall not give rise to the Contract.
2.6. If an offer or any other document of the Supplier forms part of the Contract, it shall always apply only to the extent of its technical specifications. Any other terms and conditions contained in the offer or other document of the Supplier which forms part of the Contract (e.g. payment terms, delivery terms, guarantee terms, contractual penalties, limitations of compensation for damage or any other limitation of the Supplier’s liability, etc.) shall not apply.
3.1. The Supplier shall supply the Goods and provide the Services:
3.2. The Supplier shall ensure that the Goods are packed in accordance with the standards of the relevant industry and in a manner suitable for the preservation and protection of the Goods.
3.3. The Supplier assumes full and exclusive liability for any and all occupational injuries or occupational diseases suffered by its employees in connection with the supply of the Goods and/or the provision of the Services.
3.4. The Supplier shall be solely and exclusively liable for any and all claims or actions brought by its employees or subcontractors, and shall, without any limitation, defend, indemnify and hold the Purchaser harmless from and against any claims, proceedings, fines, losses, costs, damages and expenses arising out of or in connection with such claims and/or actions. The Supplier shall also indemnify and hold the Purchaser harmless from and against any failure by the Supplier, its employees or subcontractors to comply with legal obligations and with requirements of state authorities or public-law entities.
3.5. The Supplier undertakes to appear before a court or arbitral tribunal if so requested by the Purchaser and shall provide the Purchaser with all requested documents and information necessary to ensure the proper legal defence of the Purchaser before the court or arbitral tribunal.
3.6. The Purchaser shall be entitled to issue change Orders to the Supplier for the purpose of modifying, amending, reducing, supplementing or otherwise changing the ordered Goods and/or Services or parts thereof, and the Supplier shall be obliged to comply with such change Order. Should a change Order result in an increase or decrease in the costs of providing the Goods and/or Services or in the time required to provide the Goods and/or Services, the price and/or the delivery date of the Goods and/or Services shall be equitably adjusted in writing, whereby the agreed unit prices specified in the Order or otherwise agreed between the Purchaser and the Supplier shall apply with priority.
3.7. The Supplier may under no circumstances suspend the supply of any Goods and/or the performance of Services to the Customer.
3.8. The Supplier represents that it holds all authorisations necessary for effecting the supply of the Goods and/or Services.
3.9. The Supplier shall familiarise itself with all information, data and other documents which form part of the Contract or which have been provided by the Purchaser to the Supplier in connection therewith, as well as with the legal requirements and conditions at the place of performance.
3.10. Should any information, data or values supplied by the Purchaser be insufficient, incomplete or inaccurate to such an extent that this could affect the proper supply of the Goods or Services, the Supplier shall in such case be obliged to clarify and/or obtain the missing information and data. Where the values or data provided by the Purchaser are of fundamental importance for the performance of the supply of the Goods or Services, the Supplier shall always be obliged to verify such data. The Purchaser shall provide the Supplier with the necessary cooperation within time limits in line with its operational capabilities. The Supplier shall not be entitled to any additional payments or to any extension of the delivery date of the Goods or Services by reason of an incorrect interpretation of any documents relating to the Contract.
4.1. Unless otherwise agreed in the Contract, the Goods shall be delivered and the Services shall be provided in accordance with FCA (INCOTERMS® 2020) at the place specified in the Contract.
4.2. The Services shall be provided at the place specified in the Contract or, if no such place is specified, at the Purchaser’s place of business defined in the Order.
4.3. The Supplier shall, no later than at the time of concluding the Contract, provide at least the following information: the number of packages and their contents, the customs tariff number of the country of dispatch and the country of origin of all Goods supplied. For controlled Goods, the relevant national control numbers must also be stated and, furthermore, if the Goods and/or Services are subject to US export regulations, the US Export Control Classification Number (ECCN) must also be specified. The Supplier shall state the Contract number on all tax documents.
4.4. Together with the delivery, the Supplier (or the carrier designated by it) shall provide the Purchaser with a delivery note and the necessary export and import documents. If the Purchaser has agreed to partial deliveries, the delivery note for a partial delivery shall also state the remaining quantity to be delivered subsequently.
4.5. Ownership of the Goods shall pass to the Purchaser at the moment of delivery. However, if the Goods contain software, ownership of such software shall not pass to the Purchaser; instead, the Contractor shall grant, or shall ensure that a third party grants, to the Purchaser and to all users the right to use this Integrated Software as an integral part of such Goods or for the purpose of operating such Goods pursuant to Article 10 of these GTC.
5.1. The Supplier shall, at its own expense, at any time during the performance of its obligations under the Contract, permit the Purchaser, upon the Purchaser’s request, to inspect the progress of work on the subject matter of the Contract at the Supplier’s production plant, or, as the case may be, at the production plants of its subcontractors and/or at the place of performance of the Services, for the purpose of verifying the conformity of the actual progress of work with the Purchaser’s technical specifications or with the agreed performance dates and/or for the purpose of checking the quality of performance of the Contract, and/or the Supplier shall provide test samples and/or quality documentation of the relevant Goods or parts thereof or of the materials of which the Goods are composed. The Supplier undertakes to provide the Purchaser’s representative, free of charge, with the necessary technical means and cooperation for carrying out such inspection and to ensure access to the relevant premises.
5.2. Should the Purchaser, following such inspection or the taking of test samples, conclude that the Goods and/or Service do not conform, or are likely not to conform, to the Contract, the Purchaser may inform the Supplier thereof and the Supplier shall immediately take all steps necessary to ensure the conformity of the Goods and/or Services with the Contract. The Supplier shall further be obliged to carry out, at its own expense, such further inspections or tests as are necessary, and the Purchaser shall have the right to be present at and participate in them.
5.3. Notwithstanding any inspections of the Goods and/or Services carried out by the Purchaser, the Supplier shall remain fully liable for the conformity of the Goods and/or Services with the Contract. This shall apply irrespective of whether the Purchaser exercises its right to carry out inspections and/or tests, and the obligations of the Supplier arising from the Contract shall not be affected thereby in any way. For the avoidance of doubt, inspections or tests of the Goods and/or Services carried out by the Purchaser shall in no event release the Supplier from its liability or from its obligations under guarantees, nor shall they limit the same in any way.
6.1. For Goods supplied and/or Services provided in accordance with the Contract, the Purchaser shall pay the Supplier the purchase price specified in the Contract, provided that the invoice meets the requirements set out in the Contract.
6.2. The Supplier shall submit tax documents (invoices) in accordance with the mandatory provisions of the applicable legal regulations, generally accepted accounting principles and the Purchaser’s requirements, whereby the tax documents shall contain at least the following information: the name, registered office and contact person of the Supplier; the date of issue of the tax document; the tax document number; the Contract or Order number; the Supplier number; the address of the Purchaser’s registered office; the quantity and specification of the Goods and/or Services supplied; the total price; the amount of tax or VAT; the tax identification number; the customs classification of the Goods; the agreed payment terms, whereby the maturity period of the tax document (invoice) shall be not less than thirty (30) days.
6.3. Should the Supplier deliver a tax document (invoice) that does not contain all of the above information, the Purchaser shall be entitled to reject such incomplete invoice and return it to the Supplier for completion. In such case, the maturity period shall be calculated from the date of delivery of the corrected tax document (invoice).
6.4. Services provided and paid for on the basis of hourly rates require the written approval of the Supplier’s timesheets by the Purchaser. The Supplier shall submit the timesheets to the Purchaser for such approval in accordance with the Purchaser’s instructions. The Purchaser shall not be obliged to pay tax documents based on timesheets which have not been approved by the Purchaser in writing.
6.5. The Purchaser reserves the right to set off any of its receivables (a disputed receivable, a receivable not yet due, etc.) against a receivable of the Supplier or, as the case may be, not to make payment for Goods and/or Services which have not been supplied in accordance with the Contract.
6.6. The Purchaser shall be entitled to require the Supplier to provide bank guarantees or other security instruments of equivalent standing in cases where the Purchaser is to provide monetary performance to the Supplier prior to the completion and handover of the subject matter of the Contract by the Supplier.
6.7. If the Supplier fails to provide the security in a timely and proper manner, the Supplier shall, unless the parties agree otherwise, be entitled to demand payment of the purchase price only after full performance of the subject matter of the Contract.
7.1. The delivery of the Goods or the provision of a Service shall not be deemed acceptance of the Goods or Service by the Purchaser. The Purchaser shall be given a reasonable period of time to inspect or test the delivered Goods and/or Services and to notify the Supplier of any defects. In the case of defects of the Goods and/or Services which could not reasonably have been detected during the inspection following their delivery, the Purchaser shall be entitled to notify the Supplier of such defects and to reject the Goods and/or Services after the defect has become apparent.
7.2. Unless the Parties agree on a different acceptance procedure, acceptance shall be conditional upon a written declaration of acceptance by the Purchaser (or by another company within the Purchaser’s group). The Supplier shall inform the Purchaser (or another company within the Purchaser’s group) in advance, within a reasonable period, that the Goods and/or Services are ready for acceptance.
7.3. The Purchaser shall be entitled to exercise any of its rights set out in the Contract in connection with any rejected Goods or Service.
7.4. In the event of an unsuccessful acceptance procedure or test of the Goods and/or Services for reasons attributable to the Supplier (e.g. due to defects of the Goods, the Supplier’s lack of readiness, etc.), the Supplier shall pay the Purchaser an amount of CZK 5,000 for the Purchaser’s repeated attendance at the acceptance procedure or tests. However, should the costs or damage incurred by the Purchaser (e.g. travel costs, accommodation, etc.) exceed the amount of CZK 5,000, the Purchaser shall be entitled to demand reimbursement of all costs incurred in full. This provision shall not exclude the Purchaser’s right to the agreed contractual penalties.
8.1. Should the Goods not be supplied and/or the Services not be provided within the agreed delivery period, the Purchaser shall be entitled, at its discretion, to exercise one or more of the following rights:
8.2. Unless otherwise agreed in the Contract, the Supplier shall, for delay with any deadline for the supply of the Goods and/or the provision of the Services specified in the Contract (including interim performance deadlines), pay the Purchaser a contractual penalty in the amount of 0.1% of the total price of the Goods and/or Services under the Contract exclusive of VAT for each commenced day of delay and for each deadline separately.
8.3. Neither the Supplier’s obligation to pay any contractual penalties nor the payment thereof shall exclude the Purchaser’s right to compensation for damage in full.
9.1. The Supplier provides a quality guarantee that the Goods and/or Services will conform to the Contract, in particular to the obligations set out in Article 3.1 of these GTC.
9.2. The guarantee period shall be twenty-four (24) months from the delivery of the Goods and/or the acceptance of the Services (unless a longer guarantee period is specified in the Contract).
9.3. The Supplier shall carry out a remedy within forty-eight (48) hours of the moment of notification by the Purchaser.
9.4. In the event of any breach of any guarantee which is not remedied within forty-eight (48) hours, or in the event of any other breach of the Contract, the Purchaser shall be entitled to exercise one or more of the following rights, at the Supplier’s expense:
9.5. In the event of exercise of the rights under Articles 9.4.1 or 9.4.2, the entire guarantee period defined in Article 9.2 shall commence anew in respect of the newly performed acts or newly supplied Goods, from the date of performance of such acts or delivery of the new Goods.
9.6. The rights of the Purchaser arising from the Contract are cumulative and shall not exclude the exercise of any statutory rights.
9.7. The Supplier shall remedy defects of the Goods and/or Services even if it does not acknowledge them, whereby, if it is subsequently proven that such defects are not guarantee defects, the Purchaser shall reimburse the Supplier for the reasonable and documented costs of remedying such defects.
9.8. The Supplier provides a guarantee for the project documentation for such period during which the remedying of defects in the documentation is still of economic or technical significance. The Purchaser’s right to compensation for damage on account of defective project documentation shall not be affected thereby.
10.1. The Supplier hereby grants to the Purchaser, or undertakes to ensure that the Purchaser is granted, a worldwide, irrevocable, transferable, non-exclusive and royalty-free licence to use the Intellectual Property Rights, insofar as they relate to the Goods supplied or the services provided.
10.2. The Supplier hereby grants to the Purchaser all economic (proprietary) Intellectual Property Rights in connection with the Goods or services which arise as a result of the supply of the Goods or the Services provided.
10.3. Intellectual Property Rights relating to the Goods which arose to the Supplier or were granted to it under a licence prior to the conclusion of the relevant Contract or without connection to the Contract (hereinafter the “Pre-existing Intellectual Property Rights”) shall remain with the Supplier (or the relevant third party). Should such Pre-existing Intellectual Property Rights form part of any Goods resulting from the services provided, the Supplier shall grant, or shall ensure that the relevant third party grants, to the Purchaser or its affiliated company a worldwide, irrevocable, transferable, non-exclusive and free-of-charge licence to use such rights.
10.4. Should the Goods and/or Services infringe any Intellectual Property Rights of third parties, the Supplier shall, at its own expense but at the Purchaser’s election:
Should the Supplier fail to take the above measure as required by the Purchaser, the Purchaser shall be entitled to withdraw from the Contract and to demand the refund of all amounts paid by the Purchaser to the Supplier thereunder.
11.1. The Supplier shall keep in strict confidence all data relating to the Purchaser (or its affiliated companies), its business activities, products and/or technologies which the Supplier has received in connection with the Goods and/or Services. The Supplier shall restrict the disclosure of such confidential information solely to those persons who need to know it for the purpose of supplying the Goods and/or Services to the Purchaser, whereby the Supplier shall be liable for any and all unauthorised disclosures of any data or information.
11.2. The Supplier shall secure the Purchaser’s confidential information against unauthorised access or disclosure and ensure the highest possible level of its protection. Disclosure of confidential information to other permitted recipients shall be possible only on the basis of a non-disclosure agreement signed between the recipient and the Supplier.
11.3. The obligations under Article 11 of these GTC shall remain in effect even after the performance or termination of the Contract, for a period of ten (10) years.
12.1. The Supplier shall compensate the Purchaser for any and all damage (including lost profit and non-pecuniary harm) incurred in connection with the supply of the Goods and/or Services:
12.2. The Supplier shall be responsible for the management and all conduct of all its employees, suppliers, subcontractors and/or workers to the same extent as if it were its own conduct.
12.3. The Supplier shall maintain valid insurance against liability for damage.
13.1. The Purchaser may terminate the Contract between the parties, or part thereof, unilaterally and without stating any reason by giving notice, with a notice period of thirty (30) days. In such case, the Purchaser shall pay the Supplier the value of the parts of the Goods already supplied and/or of the Services provided up to that time, as well as the direct costs justifiably demonstrated by the Supplier. This amount may in no event exceed the agreed price under the Contract.
13.2. In the event of a breach of the Contract on the part of the Supplier, the Purchaser shall be entitled to withdraw from the Contract or part thereof in accordance with Article 9.4.6.
13.3. The Purchaser shall be entitled to withdraw from the Contract with immediate effect by means of a notice sent to the Supplier in the event that a petition for the commencement of insolvency proceedings is filed, a decision on insolvency is issued against the Supplier, liquidation of the Supplier is commenced, the Supplier undergoes a corporate transformation, or a similar petition is filed against the Supplier on account of its insolvency or indebtedness.
13.4. The Supplier shall be entitled to withdraw from the Contract only in the event of the Purchaser’s delay in paying the price of the Goods and/or Service lasting longer than ninety (90) days, and provided that payment is not made even within an additional period of fifteen (15) days following the Supplier’s written request for payment of the amount due.
13.5. Upon termination of the Contract, the Supplier shall immediately and at its own expense safely return to the Purchaser all of the Purchaser’s property handed over to the Supplier in connection with the Contract (including all data, documentation, particulars and the relevant intellectual property rights) and information belonging to the Purchaser which is at that time in the possession of the Supplier.
13.6. The Purchaser shall be entitled at any time to request the Supplier in writing to suspend performance under the Contract. In such case, the Supplier shall, upon receipt of such notice, without undue delay stop all work until it receives a written request from the Purchaser to resume performance.
13.7. The Supplier shall not be entitled to claim from the Purchaser, for the first ninety (90) days of suspension of performance, payment of storage charges or any other costs incurred by it for that reason. The deadlines for performance of obligations under the Contract shall be extended appropriately by the duration of the suspension of performance.
14.1. The Supplier shall not be entitled to assign, subcontract, transfer or pledge the Contract or any part thereof (including any monetary receivable against the Purchaser) without the prior written consent of the Purchaser.
14.2. The Purchaser shall be entitled at any time to assign, transfer, encumber or otherwise deal with any of its rights under the Contract (including the entire Contract) or parts thereof in favour of its affiliated companies.
15.1. Neither party shall be liable for delay in the performance of, or for non-performance of, its obligations arising from the Contract if such delay is the result of force majeure. Force majeure means a circumstance which was not foreseeable by the affected party at the time of conclusion of the Contract, which could not be prevented, over which the affected party has no reasonable control and for the occurrence of which the affected party is not responsible, provided that such circumstance, despite all reasonable efforts, prevents the affected party from performing its contractual obligations and that the affected party has informed the other party thereof within five (5) days of the occurrence of the force majeure. Should the effect of force majeure last longer than thirty (30) days, both parties shall be obliged to negotiate an amendment to the Contract.
16.1. Should either party fail to assert or exercise any of its rights under the Contract, this shall not constitute a waiver of such right and shall not affect the right to enforce such or any other right under this Contract at a later time.
16.2. The Contracts shall be governed by and construed in accordance with the laws of the state in which the Purchaser has its registered office.
16.3. Any and all disputes or claims arising out of or in connection with this Contract, including disputes concerning its validity, breach, termination or invalidity, shall be finally resolved by the Arbitration Court attached to the Economic Chamber of the Czech Republic and the Agricultural Chamber of the Czech Republic in accordance with its Rules.
16.4. The invalidity or unenforceability of any provision of the Contract shall have no effect on the validity or enforceability of the remaining provisions. The Contract shall be effective as if such invalid or unenforceable provision had been removed and replaced by a provision having an economic effect similar to that of the removed provision, if this can be achieved by another provision.
16.5. The provisions of these GTC which are either expressly stated to survive the termination of the contractual relationship, or which by their nature or context are intended to survive the termination of the contractual relationship, shall remain in full force and effect notwithstanding the termination of the Contract.
16.6. The relationship between the parties is a relationship of independent and unrelated contracting parties. The conclusion of the Contract shall not give rise to any employment relationship between the Purchaser and the Supplier, nor between the Purchaser and the Supplier’s employees designated to perform the Contract.
16.7. The conclusion of the Contract supersedes all prior agreements, offers, proposals or other arrangements between the parties concerning the supply of the Goods or Services.
© Pokorny industries s.r.o. 2026 - alle rechten voorbehouden
Gemaakt door servisdesign
Weet je niet wat je moet doen?
