General purchasing conditions
These conditions supplement the provisions of an order or contract, and in case of conflicting provisions a particular order or contract always has priority.
The Buyer is always the company DTZ s. r. o.
The Seller is the supplier mentioned in the order or contract.
1. Fundamental rights and duties
Ownership rights of the purchase subject and the risk of loss is transferred from the seller to the buyer upon accepting the goods or in the manner stipulated in the contract (order).
The seller is obliged to ensure that the goods have been produced for the buyer for the appropriate facilities, in a satisfactory condition, and by workers with the appropriate skills for activities.
If during performance of the contract for the buyer there are encountered obstacles or uncertainties affecting the performance of the contract for the buyer, the seller is obliged to immediately contact the buyer and announce the given fact as well as propose solutions.
The seller is obliged during the execution of the contract for the buyer to ensure compliance with legislative requirements for environ-mental protection, in particular Act No. 185/2001 Coll., on waste, as amended. Failure to comply with the legislative requirements by the seller is a reason for the buyer’s withdrawal.
2. Quality and quantity
Unless specified in the contract performance or quality of goods, the seller is obliged to deliver goods in the quality and design accord-ing to the relevant technical standards (harmonized) or from the quality and design related to the accordingly agreed purpose or pur-poses for which such goods are usually used.
The delivery of higher quantities at the agreed unit price is possible only with the written consent of the buyer.
The goods must be properly packaged in such a way as to avoid damage or destruction. Unless there are specifications on how the goods are packaged, the seller is obliged to package the goods in the manner usual for transporting such goods in trade.
The seller is obliged to properly and visibly label the goods with the buyer "DTZ s.r.o." and the address of the buyer agreed upon as the delivery address.
Unless there is a specified method of waste packaging, the seller is obliged to primarily use returnable packaging for the delivery of goods.
If the seller uses returnable packaging, it shall not be entitled to invoice the buyer for it. After the receipt of the goods to the buyer the seller will have the packaging returned at its own expense. The buyer is obliged to return such packaging to the seller within 90 days from the demonstrable delivery of the request for the return of the packaging.
The seller is obliged to take back packaging from the buyer, which is subject to their return under the laws of the Czech Republic and the international agreements to which the Czech Republic is bound.
The seller is obliged to observe the provisions of Act no. 477/2001 Coll., on packaging, as amended, and to request the buyer to demon-strate this.
Along with the goods the seller is obliged to deliver the documents prescribed by the laws of the Czech Republic and the international agreements to which the Czech Republic is bound (declaration of conformity, instructions for loading the goods after use and the end of their shelf life, the documents relating to the management of chemical substances and preparations in Czech, safety instructions, in-structions for handling and transportation, etc.), and any other documents relating to goods, their takeover and use.
The seller is obliged to deliver to the buyer at the latest with the delivery of the goods the documents required for the acceptance of goods or the free loading of goods or import for their customs clearance.
5. Defective goods and rights regarding liability for defects
If the seller fails to comply with the obligations relating to the quality, performance, quantity, goods packaging and other documentation relating to the goods required by law, the goods are defective.
A defect is also the supply of goods other than agreed upon, as well as flaws in the documents required for the use of the goods.
If the goods have defects the seller is aware of, they are obliged to notify the buyer upon entering into a contract and provide a discount from the purchase price for these defects.
The seller is liable for defects detected when passing the goods, or during the inspection of the delivered goods made after the risk of damage to the goods from the seller to the buyer.
Upon learning that the delivered goods show defects, the buyer has an obligation to communicate this to the seller at the latest within 60 working days of finding the defects.
Upon learning that the goods delivered or part thereof has a defect, the buyer has the right to their own option, being:
- requiring the removal of the defects in the delivery of replacement goods for the defective goods within a reasonable time within 15 days of the notification of defects, in the case of defects that render the delivered goods useless, or
- requiring the removal of defects by delivering the missing goods within 15 days of notification of the defect to the seller, unless the parties agree otherwise, or
- requiring the removal of legal defects within 15 days of notification of the defect to the seller, unless the parties agree otherwise, or
- requiring the repair of the defective goods if they are repairable defects, the seller obliged to remove the defect within 15 days of notification of the defect to the seller, unless the parties agree otherwise, or
- requesting a reasonable discount on the purchase price, this discount always at least 15% of the total purchase price, or
- withdrawal from the contract
The buyer is also entitled against the seller for damages caused by the supply of defective goods.
Defects that arose in the shipments transported by the carrier shall be filed directly with the carrier, which is listed in the Shipping Conditions.
At the seller’s the buyer is entitled to exercise control over production, checking whether the production is from the correct (desired) material and in a predetermined manner, and the acceptance of finished goods.
The buyer is obligated to inspect the finished goods as soon as possible after their receipt.
The control may take place through a buyer employee or through third parties, to be chosen by the buyer.
Upon the acceptance of goods the control is carried out for contracts of greater value and importance by a buyer employee at the place of fulfillment.
The employee expresses consent with the controlled status through a signature on the delivery note or acceptance proto-col.
If the goods are to be sent, the buyer is entitled to inspect the goods up until arrival at the destination.
If the buyer asks the seller to perform the final inspection, this must be stated in the contract (order) in which the buyer is obliged to state the subject of control and means of control (including all required tests). The seller is obliged to issue a report on the control results. It shall include the identification of personnel and the equipment on which the measurement was carried out.
For control and measuring there is to be used a meter compliant with current calibration or verification standards traceable to national standards.
7. Payment and invoicing terms
Payment for the total delivery will be made on the basis of a tax document – an invoice with 60-day maturity after delivery. The payment will be transferred to the bank account of the contractor, which must be published and accessible according to Paragraph 96, Sec. 2 of Act No. 235/2004 Coll. on Value Added Tax, as amended.
The right to invoice arises on the date of delivery fulfillment. The invoice must be sent to the buyer within 14 days after the delivery fulfillment.
The invoice must include the requirements in accordance with the Accounting Act and Act No. 235/2004 Coll. on Value Added Tax, as amended. The buyer is entitled to return the invoice if it does not contain the following particulars or has other defects in its content. Objections to the payment document must be notified immediately, within 3 days of receipt. The payment period runs again from the date of delivery of the corrected invoice.
The payment shall be deemed to have taken place on the date of debiting the account of the buyer.
Failure to meet the delivery date of the goods results in the seller paying the agreed contractual penalty of 0.5% of the undelivered goods for each day of delay (if no performance postponement is agreed to in the contract).
In the event of a material breach of the agreement the contracting parties are entitled to withdraw from the contract. Upon withdrawal from the contract, the contracting parties shall notify the other party without undue delay after they become aware of a material breach of the contract. Withdrawal from the contract does not affect entitlement to the payment of the penalty.
A substantial breach of the contract shall be considered:
- seller's default with the delivery of goods in excess of 14 calendar days
- defective delivery, if the seller does not remove the defects according to the agreed deadlines and method
- buyer's delay in payment of more than 120 days of fixed maturity
The buyer is entitled to demand compensation for damages caused by a breach of obligations by the seller, even if it is a breach of duty, which is subject to a penalty, even in excess of the contractual penalty.
Compensation of damages includes actual damages and lost profits.
9. Trade secrets and protection of property
The buyer and seller mutually agree to protect and keep confidential from third parties trade secrets and confidential information provid-ed as part of another trade unless commonly available to business circles, or actually quite conventional.
If the seller uses the property of the buyer or its customers, or it is the assets of the buyer or its customers that are entrusted, the seller agrees to:
- protect and safeguard these assets from loss, damage or other deterioration
- maintain records on the status and movement of assets
- protect it against loss, damage or other deterioration; in the event that any such asset is lost, damaged or otherwise de-graded, the seller informs the buyer
If the buyer delivers material for manufacture (including semi-finished products, parts, containers, etc.), the seller is obliged to:
- verify whether it actually received the material according to the contract (order) from the buyer
- use only this material for the entire period (using a different material is possible only with the written consent of the buyer)
- identify the material of the buyer in such way that during the entire process at the seller it is evident that this is the prop-erty of the buyer, and to avoid confusion.
10. The general provisions of occupational health and safety as well as environmental protection
The seller agrees to comply with the general provisions of occupational health and safety, including regulatory compliance for environmental protection so as to reduce to a minimum the possibility of injury to personnel involved or the possibility of damage to the environment.