General Purchasing Terms of Business of Silic Média s.r.o.
Silic Média s.r.o.
Seated Hradešín 39, 282 01, Český Brod, Czech republic
ID no.: 24256714
Registered in the Commercial Register at the Municipal Court in Prague, Section C, File 197816
1. General purchasing terms and conditions
These General Purchasing Terms and Conditions of Silic Media s.r.o. (hereinafter referred to as the “Terms of Business”) govern the conditions for the purchase of goods and services by Silic Média s.r.o. as the buyer / customer (hereinafter referred to as the “Customer”).
These Terms and Conditions are always considered to be an integral part of a contract concluded between the Customer and any Supplier (hereinafter referred to as the “Supplier”), in particular Purchase or Works Contracts (“the Contract”), even in cases where the Contract do not explicitly refer to the conditions under § 1751 of Act No. 89/2012 Coll., the Civil Code. In the case of the negotiation of deviating arrangements in a binding relationship, these arrangements take precedence over the terms of these business terms and conditions.
By signing the Contract, the Supplier shall be bound by all rights and obligations contained in these Terms and Conditions and those arising from these Business Terms and Conditions. Conversely, without the express written consent of the Customer, no Supplier’s terms of business become part of the Contract, for example, to which the Supplier refers to in his legal negotiations with the Customer.
Relationships not governed by the Contract or these terms and conditions are governed by the provisions of the Czech legal order, in particular by Act No. 89/2012 Coll., The Civil Code, as amended (hereinafter also referred to as the “Civil Code”).
2. Formation of contract
The proposal for the conclusion of the contract is a written order of the Customer. The order must be made in writing and delivered to the Supplier either through the postal license holder or by electronic mail or by other means (e.g. by fax) or by personal delivery. The contract will be concluded by the delivery of a written order (order form, item 3) to the Customer within the deadline stated in the order. In the event that the Customer receives the order conformation by the Supplier after the deadline stated in the order, the contract is concluded on the condition that the Customer confirms the order without undue delay to the Supplier.
3. Purchase order form
The order and confirmation of the order is made by the Customer and the Supplier on the order form of the Customer, its sample is part of the Annex No. 1 of these Commercial Terms.
4. Date and place of delivery
The date and place of delivery are stipulated in the contract. Unless otherwise agreed, the Supplier is obliged to deliver the goods within the term set by the contract to the address of the Customer’s premises: Úvaly u Prahy, Havlíčkova 232, ZIP: 25082. The Supplier is obliged to deliver the goods on working days and in normal working hours, i.e. from 8:00 to 18:00. The Supplier is obliged to deliver the goods not later than 16:00 on the last day of delivery.
In the case of the definition of the delivery time in days, it is not decisive whether these are days of work or a weekend or a holiday.
5. Price, payment terms, shipping costs, invoice details
Prices are given in Czech crowns, unless the Customer and Supplier expressly agree otherwise. The price for the goods (work) is negotiated in each individual case by agreement of the parties or according to the mutually agreed price lists of the supplier.
Unless otherwise provided in these terms of business or in connection with individual contracts, delivery, shipping, and other costs or expenses of the supplier relating to the delivery of the goods or work are deemed to be included in the price.
The Supplier is entitled to issue an invoice (regular tax document) for the goods (work) only if the goods or the work were properly taken over by the Customer. The Supplier’s invoice maturity will not be less than 30 days, unless otherwise specified.
The Customer receives an invoice in an electronic form only, at the email address: email@example.com, where it will be further processed. If the invoice is sent to another email or in other form, its timely payment will not be guaranteed.
Supplier´s invoices must meet all the requirements of accounting and tax documents required by applicable law. The attachment of each invoice is a detailed specification of the delivered goods (works).
The Supplier’s invoice must include the following details:
- the invoice designation and its serial number
- the internal order number of the Customer and the name of the ordering party,
- the name of the Supplier and the Customer by the business name and registered office (or by name, surname and address), company ID, VAT number (if assigned)
- the date of issue of the invoice and the maturity date,
- designation of the bank and the account number to be paid,
- detailed identification of the subject of the invoice, in particular the designation and specification of the goods / works, including any serial numbers,
- quantity of goods,
- the price charged and, where applicable, the unit price,
- date of taxable transaction,
- total price excluding tax,
- tax rate,
- total amount of tax,
- stamp and signature of the authorized person,
- appropriate discount rate at which the customer was entitled to, and total price after deducting discounts.
The Customer is entitled to return any invoice before expiry of its due date without payment if it does not contain agreed requirements or attachments. The Customer is obliged to state the reason for its return. In this case, the new maturity period runs from the date of delivery of the corrected invoice to the Customer.
6. Quality of delivery, quantity of goods, packaging
The goods must be delivered to the Customer in the quality and design expressly stipulated by the contract. In the event that the quality and performance of the goods are not expressly determined by the contract, the Supplier is obliged to deliver to the Customer goods of quality and design that fully satisfy the purpose for which such goods are delivered and, if such purpose is not agreed, the purpose for which such goods are usually used. In addition, the goods must comply with all legislative and technical requirements and technical and safety standards applicable to the type of goods at the time of delivery, both by the mandatory standards and by the recommended standards.
In the case of printing, the Supplier shall ensure, in particular, that printing does not peel off and that it was done well enough in colour saturation, depending on the selected colour swatch. The printout must match the approved graphic preview. The Supplier shall notify the Customer if he/she uses a different swatch than stated in the preview and the Supplier is then obliged to agree in writing with the Customer to the most exacting colour. If the logotype is part of the subject matter of the purchase contract, the Supplier is required to start with the realization after the Customer agrees to the graphic design.
The Supplier is obliged to deliver the goods in the quantity specified in the purchase contract.
If the goods are delivered on the basis of samples, designs or drawings, they must correspond completely to these samples or drawings. Goods must be able to permanently perform standard performance in accordance with the characteristics and quality specified in the contract and they must fully meet the purpose for which they are delivered.
If the Supplier uses any component or other component for the supply of goods or works, these components must be new, unused and undamaged and of the corresponding quality of the final product.
The packaging of goods must enable safe storage of the goods without losing their quality. On the packaging of the goods must be in a visible place legible indication data on the quantity and type of products by label and the structure set out in the contract and instructions for safe handling of the goods, i.e. Mainly handling marks for labelling transport packaging and labelling required by the laws governing the production, use and other handling of these goods. The packaging of the goods must also include the gross mass and dimensions of the package marked with a label, colour or other clearly visible and legible form. The packaging must be labelled in accordance with EU and Czech law. Goods without given particulars specified on the package is considered defective. The Supplier is always considered as the originator of the packaging in relation to the packaging used to package the goods or the work, i.e. the person who packs, packaged product or packaging material is placed on the market or put into circulation within the meaning of the relevant provisions of Act No. 477/2001 Coll., on packaging; the Supplier is obliged to observe all obligations arising for him/ her from Act No. 477/2001 Coll., on packaging.
No data may be included in the supplied goods that could lead to the Supplier being identified. The Supplier undertakes that the delivered goods will not be published or presented anywhere. If the Supplier violates this point, the Customer may demand a fine of CZK 50,000, unless agreed otherwise.
7. Delivery of goods (works)
The Supplier is obliged to hand over the Customer goods properly and on time. Goods are deemed to be submitted on time if they are delivered within the agreed deadline. Goods are deemed to be duly delivered when the following conditions are met:
- goods are properly delivered and in the desired quantity at the delivery place
- the goods are formally taken over by the customer (for example, by confirming the delivery note),
- the goods are delivered with complete and perfect documents relating to the goods,
- goods are delivered without any defects.
By taking over the goods, the Customer does not confirm that the delivered goods have no defects and the Customer´s claims regarding the liability for defects are not in any way affected.
8. Risk of damage
The risk of damage to the goods (works) passes to the Customer always after the moment of taking over the goods, respectively the moment of the protocol handover and the taking over of the goods/ work. This provision does not apply to the passing of the risk of damage to a partial delivery of the goods or to a part of the work carried out, where the risk of damage passes from the Supplier to the Customer at the moment of delivery of the complete supply of goods (works).
Risk of damage to all items or materials handed over by the Customer to the Supplier for processing, such as articles and products intended to be printed, processed products, materials, etc. which are owned by the Customer and were provided for the Supplier to meet the contract, shall be borne by the Supplier from the moment of their acceptance until they are returned to the Customer. The Customer remains the owner of such items or materials at all times. The Supplier further agrees that the items or materials referred to in the preceding sentence will be used exclusively and only for the delivery of goods or the performance of the work for the Customer under the contract. The Supplier undertakes to provide these items or material with the indication that they are the property of the Customer and will store these items or material separately from other items and materials. The Supplier shall be liable to the Customer for any damage incurred to him/ her in connection with the performance of the work or the delivery of the goods or the materials delivered by the Customer to the Supplier for processing, regardless of who caused the damage.
Unless otherwise agreed between the Customer and the Supplier, the Supplier shall be entitled to perform the contract through a subcontractor.
10. Guarantee for the quality of the delivered goods or work
The Supplier provides the Customer with a quality guarantee for the delivered goods (work). The Supplier undertakes that the goods (works) delivered under the contract will be fully eligible during the warranty period for use for the purpose specified in the contract, otherwise for the customary purpose, and that it retains the specified characteristics specified by the contract, otherwise the usual features.
If the duration of the warranty period does not expressly stipulate the contract, the warranty period for the delivered goods (work) is 24 months and starts to run on the day of the proper delivery.
11. Responsibility for defects
Goods (Works) have defects if they are not properly packaged and provided for shipment, in quantity, quality and performance as set forth in the contract or these terms and conditions. Goods can be defective in other cases specified by law. Goods (works) also defective if there are defects in documents that the supplier is obliged to deliver to the customer according to the contract, these business terms or according to legal regulations. Goods (works) have legal defects if they are subject to the right of a third party, unless the Customer has given written consent to such legal load.
The Supplier is responsible for any defects in the goods or work during for the entire duration of the warranty period, regardless when these defects have occurred. The Customer is entitled to notify the Supplier of these defects at any time of the duration of the warranty period. The Customer is not obliged to view the goods or work upon taking over or immediately afterwards.
The customer is entitled to refuse to accept the defective goods (works) and return it at the expense of the Supplier without delaying the takeover of the goods (works) and without thereby extinguishing the obligation to a delivery of perfect goods (work).
12. Notification of defects, claims for defective performance
Customer acknowledges the defect in writing to the Supplier, without delay, but no later than at the end of the agreed warranty for quality under the contract or these terms and conditions. In a written claim, the Customer will claim his / her specific claim of liability for defects. Complaints may be sent to the supplier in writing, via the postal license holder, by electronic e-mail, by telefax, or through personal delivery. Upon receipt of the complaint, the Supplier is obliged to notify the Customer in writing whether he/ she acknowledges the defect complained about or is obliged to state the legitimate reasons for non-recognition of the defect. If the Supplier fails to make his / her written complaint to the claim within 2 working days after the receipt of the complaint, it is valid that he/ she agrees with the Customer’s claim, or with defects acknowledged by the Customer and accepts the removal of defects as requested by the Customer.
The choices of claims for liability for defects in goods as well as the choice of the way in which the defects discovered are to be removed belongs exclusively to the Customer.
The Customer is always entitled, irrespective of the nature of the defect and the seriousness of the breach to:
- demand the removal of defects by supplying a substitute performance for defective performance, by supplying the missing goods or by requiring the removal of legal defects,
- require the removal of defects by repairing the goods (works) if the defects are repairable,
- require a reasonable discount on the price,
- withdraw from the contract,
- either by himself or through another person and at the expense of the Supplier to perform the necessary works to find the defects, repair the goods (work) or otherwise eliminate the defects or secure a replacement supply. )(In such a case, the Supplier undertakes to pay these costs in full to the Customer immediately after the Supplier has been provided with these costs as well as the defect itself by the Customer.
13. Transfer of ownership, right to use the goods or the product
The right to ownership of the goods (part) to be transferred to the Customer under the terms of the contract, passes to the Customer at one of the following moments, namely the one that occurs first:
- at the time of its protocol handover and takeover,
- incorporation into property owned by the customer,
- at the moment of payment of the price of the goods (works) or part thereof.
The right to use the goods (work) or any part of it (the “right of use”), which is subject to intellectual property protection, passes to the Customer on the date of delivery of such goods (works). Unless IPR provides additional conditions for the legitimate use of the right of use, the right of use passes to the Customer to the full extent in which the relevant intellectual property right permits the exercise of the right of use by the Customer of the goods (works) or the right to use the author or any other to a person having or exercising intellectual property rights. Unless otherwise agreed or otherwise specified in the relevant IPR, the right of use shall be transferred to the Customer with effect from the date of signature of the goods transfer document (Works) by both parties in relation to the performance specified in the relevant delivery protocol accepted by the order form, contract or a document that has established a contractual relationship.
The Supplier undertakes and agrees with the Customer that in respect of any goods or part thereof, he has received, made or obtained, in accordance with the Intellectual Property Protection Regulations, all intellectual property rights in respect of the goods (work) and necessary for their operation and use. Otherwise, the Supplier is required to pay all damages to the Customer as a result of breaching this obligation.
In respect of goods or parts which are wholy or partly author’s works, the supplier provides the purchaser with an exclusive license or acquires the exclusive license he has rightfully obtained from the author of the work, namely
- to all uses of the work as a whole and of any of its parts
- in an unrestricted and unlimited duration, with the right to use it in the territory of any state of the world,
- with the customer’s right to modify, process or otherwise change the work or any part thereof. to use in connection with other parts, pictures or words, or to include it in a collective work,
- without any obligation on the part of the customer to use the work as a whole or any part of it,
- with the right of the Customer, to assign all or part of the acquired rights (license) or sublicense to the work as a whole or any part of it to a third party, including any other rights thus rounded from the supplier acquired or not, with the right of third person, to provide a sub-license.
Unless expressly agreed otherwise, the license is provided free of charge.
14. Applicable law – choice of law
The rights and obligations of the parties, including the conclusion of the contract, its validity and effectiveness, are governed by the laws of the Czech Republic. The Contracting Parties hereby select, in accordance with the relevant provisions of international private law, the applicable law of the Czech Republic.
15. Exclusion of some statutory provisions
Paragraphs 1729, 1740 (3), 1765 of the Civil Code do not apply.
16. Jurisdiction of the Arbitration Court / Arbitration Clause
If the parties do not resolve any dispute or claim arising out of the contract or in an amicable way, they shall submit such a dispute or claim to a final decision in arbitration proceedings before the Arbitration Court of the Economic Chamber of the Czech Republic and the Agrarian Chamber of the Czech Republic (hereinafter referred to as the “Arbitration Court”. The arbitration shall be conducted under the Arbitration Court by three arbitrators. In disputes whose subject matter does not exceed CZK 50,000 (without accessories); arbitration will be conducted by one arbitrator, according to the Order of the Arbitration Court. The place of arbitration is Prague, the Czech Republic, and the language of the arbitration is the Czech language.
17. Contractual penalties
If the Supplier fails to fulfil his obligation in due time to deliver the goods (work) to the Customer in accordance with the provisions of clause 7 of these Terms and Conditions, the Customer is entitled to a contractual penalty of CZK 500 for each day of delay. This agreement is without prejudice to the Customer’s claim for damages.
The Supplier undertakes not to present his or her contact details, websites or other information about himself, on the goods, on the packaging or on the labels. If the Supplier violates this point, the Customer may require a fine of CZK 50,000, unless agreed otherwise.
18. Code of Responsibility for Sustainable Cooperation
The Supplier undertakes to comply with the Silic Media Code, which sets out the basic responsibilities of sustainable cooperation. Silic Media reserves the right to request from the Supplier a more detailed specification of its corporate culture, policy and principles of compliance with fundamental, ethical, moral and legal standards. Suppliers and subcontractors of Silic Media adhere to basic human rights, workplace safety and environmental protection.
- does not accept the use of child labour and forced labour;
- respects and requires to respect fundamental human rights;
- rejects any discriminatory practices and promotes equal pay and working conditions for all, irrespective of gender, national or ethnicity, or religion;
- combats corruption, extortion, and bribery;
- promotes a safe and healthy work environment;
- promotes an efficient and sustainable use of natural resources;
- supports initiatives that contribute to the sustainability of the environment.
These Terms and Conditions become effective from 2017, November, 7.