TERMS AND CONDITIONS

1. Introductory provisions

1.1. These General Terms and Conditions (hereinafter referred to as the “Terms and Conditions”) describe our normal business collaborations in the sale of goods and the related provision of services between WALMAG MAGNETICS s.r.o., ID 18189113, with its registered office at Hulínská 1799/1, Kroměříž, postal code 767 01 (hereinafter referred to as the “Company” or “Seller”), and its business partners (hereinafter the “Buyer”). The Company and its business partners are also jointly referred to in these Terms and Conditions as the parties, or individually as the party.

1.2. These Terms and Conditions form an integral part of every purchase contract concluded between the Company and its business partners and become part of the contractual arrangements if the parties to the contract expressly agree with them in written or other form.

1.3. All matters not regulated by these Terms and Conditions are governed by the appropriate provisions of the Civil Code and other applicable regulations and standards of the legal code of the Czech Republic.

1.4. Regulation of mutual relationships carried out under these Terms and Conditions take precedence over the non-mandatory provisions of the law and business practices. Divergent arrangements in the purchase contract take precedence over the provisions of the Terms and Conditions.

1.5. Any disputes between the Contracting Parties will be taken as a priority by negotiation between the parties. If, on the basis of the negotiations between the parties there is something to be settled, the settlement of disputes are exclusively the subject of courts of the Czech Republic.

1.6. The currently valid Terms and Conditions are published on the Company's website. The Company is authorized to amend these Terms and Conditions from time to time and appropriately inform its business partners about any change in these Terms and Conditions.

1.7. The company reserves the right to change the pricelist or its validity during period of pricelist validity and company undertakes to inform its partners in good time before the change takes the place.

2. Purchase contract and its performance

2.1. A purchase contract between the Company and its business partners is usually concluded based on an order placed by the Buyer, which is a draft purchase contract, when the order is confirmed by the Company.

2.2. The order can be deemed confirmed also by the actual performance of the Seller and the acceptance of the goods by the Buyer by confirming the delivery note, packing slip or invoice, in transactions where the price of the goods and services does not exceed CZK 200,000 for an individual case of delivering goods and services.

2.3. In the case of uncertainty or other deficiencies in the order, the Company shall summon the business partner to complete or correct whatever is necessary. In the event that an order from a business partner cannot be accepted, the Company shall inform the business partner that the order was not accepted.

2.4. The written form of a contract is required for concluding a purchase contract with transactions that exceed CZK 200,000 per case of goods and services delivery.

2.5. Unless agreed otherwise, the purchase contract must include:

        a) Identification of the parties;
        b) Specification of the goods, including their technical parameters;
        b) Price of the goods;
        c) Statement of the quality guarantee for the goods in the form of complaints terms and conditions or a warranty certificate;
        d) Delivery deadline;
        e) Mode of shipment;
        f) Payment terms.

2.6. Should a change in the requirements of the business partner occur after the purchase contract has been concluded, or in the case of a change in manufacture that could affect the performance of the concluded purchase contract, the Company shall initiate amendment procedure. All changes and addenda to the purchase contract must be executed in written form and must be signed by both parties.

2.7. The transfer of the title to the goods occurs after the full payment of the purchase price.

2.8. Unless agreed otherwise, the place of the delivery of the goods is the registered office of the Buyer.

2.9. If the business partner later learns that it will not be able to accept the delivery of the goods from the contracted carrier, or from the Seller within the contracted delivery period, they shall inform the Company about it immediately and in written form, indicating the cause and date when the business partner will be able to accept the goods. If the Buyer fails to accept the goods within the delivery period, or fails to provide any assistance necessary to complete delivery, this fact shall not affect the obligation of the Buyer to pay the purchase price as if the delivery of the goods were actually completed. In this case, the Seller shall arrange for the storage of the goods at the risk and cost of the business partner.

2.10. If the business partner fails to accept the goods at agreed time, the Company can provide in writing an additional time limit for the Buyer to accept the delivery of the goods. If the business partner fails to accept the delivery of the goods even within this additional time limit, for any reason for which the Company bears no responsibility, the Company shall have the right to make a written withdrawal from the contract, even in partial form. This shall not affect the right of the Company to damages for the loss sustained on account of the breach of contractual obligations by the business partner.

2.11. Each party has the right to suspend the performance of its contractual obligations if the performance of these obligations becomes impossible or excessively difficult due to Force Majeure circumstances, i.e. flood, embargo, etc.

2.12. The contractual relationship between the Seller and Buyer can be terminated particularly by discharge of the parties' obligations, by written agreement or written withdrawal in the case that a substantial breach of the contract occurs. A substantial breach of the contract is deemed a delay on the part of the Buyer with paying the purchase price by more than one month and furthermore a delay on the part of the Seller with delivering the goods by more than one month after the contracted deadline for the goods delivery.

2.13. In the written notice of withdrawal, the withdrawing party shall indicate what it sees as the reason for withdrawing from the contract, perhaps substantiating the act (conduct) with documentation proving the alleged reasons for it.

2.14. The party receiving the notice of withdrawal from the contract shall provide an explanation in writing to it, indicating whether the party acknowledges the reasons for the withdrawal or not. If that party does not acknowledge the reasons given for withdrawing from the contract, the party is obliged to indicate what it sees as the deficiencies in the reasoning for withdrawal from the contract.

2.15. Withdrawal from the contract shall not affect the right to a contractual penalty and damages.

2.16. The contractual penalty shall be billed to the other party in writing and the other party shall be delivered the invoice. The amount of the contractual penalty and the reason for it must be indicated on the invoice.

2.17. Paying the contractual penalty shall not affect the right to damages for any loss sustained due to the reason for which the contractual penalty is charged and recovered.

3. Payment terms

3.1. A tax document (hereinafter referred to as “invoice”) forms the basis for the Buyer's payment. The invoice is normally due 14 days from issue unless the parties have agreed otherwise. The right to issue the invoice for the agreed purchase price arises when the goods are delivered.

3.2. The delivery of the goods is likewise considered a taxable transaction within the meaning of the Value-Added Tax Act. In addition to the requirements imposed on a tax document under the VAT Act, the issued invoice shall include the identification of the contract under which it was transacted, the document certifying the taxable transaction, invoice number, due date, or the amount of any prepayment with the reference number to the proforma invoice. The invoice must be stamped by the Seller and signed by a person authorized to issue it.

3.3. As a payer of value-added tax, the Seller shall always add the amount of value-added tax to the invoiced price for the goods for individual taxable transactions at the rate corresponding to statutory regulations valid at the time when the taxable transaction was completed.

3.4. In the event that the invoice includes incorrect particulars or if it lacks any particulars, the Buyer is obliged to return the invoice to the Seller before its due date. In this case the Seller is obliged to issue a new invoice with a new due date.

3.5. The Seller's invoice shall be paid by bank transfer to the Seller's account, no. KB 417 945 691/0100. The payment of the purchase price refers to the Buyer's payment being credited to the Company's account.

3.6. In the event that the Buyer pays the invoice after its due date, the Seller is entitled to request a statutory interest on arrears and a contractual penalty.

4. Complaints

4.1. Complaints for the Seller's goods are handled under the current complaints procedure, which is an integral part of these Terms and Conditions.