General supply condition

 

1. Supply conditions

1.1. Contract formation

The binding contract regarding subject of this Commercial Offer (“Contract”) is formed between the parties by (i) signature of one written agreement by both parties or (ii) confirmation of Purchaser’s written purchase order (“P/O”) by JSP s.r.o. (signature of agreement and confirmation of P/O hereinafter together as “Contract Signature

1.2. Price

The prices quoted herein are net and firm:

• for delivery FCA, Jicin, Czech Republic according to INCOTERMS 2010 if not otherwise mutually agreed
• including domestic packing if not otherwise mutually agreed
• excluding VAT

1.3. Terms of Payment

100% of the contract value as advance payment within 14 days from the date of the Purchase Order receipt or Contract signature if not otherwise mutually agreed.

Based on the receipt of the corresponding funds on the appointed bank account, the procurement of the goods or project works will begin.

1.4. Delivery Time

Standard lead times with respect to the subject of this Commercial offer are always indicated together with the transfer price. The actual and valid delivery term will be confirmed by the Order Confirmation document.

Delivery will occur after the receipt of a written order provided that:

1. Order is placed within the validity period of the present quotation.
2. Order confirmation by JSP s.r.o. is accepted by the Purchaser and all relevant technical and commercial details are defined and concluded.
3. Prepayment in full amount has been received on the appropriate JSP s.r.o. bank account if applicable
4. All relevant project milestones, attributable to the purchaser, if applicable and mutually agreed in advance by both parties, have been met in the required time frame

If any of these conditions is not met and/or if modifications are requested by the Purchaser during the procurement or manufacturing period, JSP s.r.o. reserves the right to readjust the price and delivery time.

1.5. Taking over/Delivery of supply

In case of delay with taking over of supply or delay with provision of proper delivery instructions by the Purchaser, JSP s.r.o. shall be entitled to request compensation in the amount of 0,5% of the Contract Price per week (starting from 8th day after date when taking over/delivery should have occurred) to cover its additional costs connected therewith.

1.6. Guarantee Period

JSP s.r.o. provides for offered equipment a guarantee period of 12 months from date of delivery, whichever expires earlier if not agreed otherwise.

1.7. Limitation of Liability

JSP s.r.o. shall not be liable for any direct, indirect or consequential damages of any type or losses such as loss of production, loss of profit, loss of revenue, costs of capital or costs connected with interruption of operation and other direct or indirect losses.

1.8. General Conditions

For matters not covered elsewhere in this quotation Orgalimes S2012 - General Conditions for the Supply of Mechanical, Electrical and Electronic Products shall apply.

1.9. Validity

The respective commercial quotation is valid 30 days starting from the date of its submittal.

1.10. Restrictions

Products under this offer are not sold to and must not be further offered for resale to the following countries – North Korea, Crimea, Syria, Sudan.

1.11. Export Control

The Purchaser acknowledges that the Products may be subject to Czech and/or foreign statutory provisions and regulations regarding export control and, without express export or re-export permissions from the appropriate and competent authorities, shall not be resold, transferred, leased or used for a purpose other than that agreed upon. The Purchaser agrees to comply with such provisions and regulations. The Purchaser accepts that such provisions and regulations may change and are applicable according to the wording valid at the time of the signing of the contract.

The Purchaser hereby confirms that the Products won´t be used for military purposes or any purpose connected with chemical, biological or nuclear weapons or missiles capable of delivering such weapons, nor they will be re-exported or otherwise resold or transferred if it is known or suspected that they are intended or likely to be used for such purposes or terrorism – related activity.

The Products shall also neither directly nor indirectly be used in connection with nuclear installation that meaning any nuclear reactor, any factory using nuclear fuel, for the production of nuclear material, for processing or re-processing of nuclear material, as well as any facility where nuclear material is stored.

The Purchaser further warrants that the Products won´t be sold, supplied or transferred, directly or indirectly, to any natural or legal person, entity or body in Russia, if goods specified above are or may be intended, in their entirety or in part, for military use or for a military end-user or to any natural or legal person, entity or body subject to measures introduced by the EU.

The Purchaser is obliged to immediately inform the Seller in writing about any important circumstances which might indicate that the above specified provisions and regulations shall not be kept latest before the placement of the purchase order.

1.12. Tax Representations and Warranties of the Purchaser

By submitting its Purchase Order, the Purchaser represents and warrants that:

1. In case of delivery outside of the EU, the Purchaser confirms that it will transport the supply outside EU immediately after taking over of the supply from JSP s.r.o. The transport shall be effected either by the Purchaser or by a carrier hired by the Purchaser and not by any other person or entity (e.g. the end customer). The Purchaser further confirms that the right to dispose of the supply will not pass from it to any other person or entity (e.g. the end customer) before the supply leaves the territory of EU. The Purchaser further confirms that it has no seat, place of business or fixed establishment in the Czech Republic.
2. In case of delivery within EU, the Purchaser confirms that it will transport the supply to an EU country outside of the Czech Republic immediately after taking over of the supply from JSP s.r.o. The Purchaser further confirms that the transport shall be effected by the Purchaser or by a carrier hired by it and not by any other person or entity (e.g. the end customer). The Purchaser also confirms that the right to dispose of the supply will not pass from it to any other person or entity (e.g. end customer) before the supply leaves the territory of the Czech Republic. The Purchaser further confirms that it will submit to JSP s.r.o. its VAT number issued by an EU Member State other than the Czech Republic.

The Purchaser is obliged to confirm to the Seller in writing fulfilment of all above tax representations and warranties immediately after the takeover of the goods (valid for e.g. EXW, FCA, FAS, FOB Incoterms 2010). If any of the tax representations or warranties of the Purchaser are not fulfilled and/or confirmed in writing immediately after the takeover of the supply the Seller will charge the Czech VAT to the Purchaser. The VAT will be added to the agreed price and the Purchaser is obliged to pay the VAT to the Seller without undue delay.

1.13. Taxes and Duties

All taxes, duties and dues, custom duties, fees, or any such expenditures connected with the product, components or services which are applicable outside of the Czech Republic are excluded from this tender and shall be borne by the Purchaser if not otherwise agreed.

1.14. Governing Law

This Contract shall be governed by, and construed in accordance with, the substantive law of Czech Republic (without regard to its principles of conflict of laws).

1.15. Force Majeure

1. Neither Party shall be in breach of its obligations under this Contract (other than payment obligations) or incur any liability to the other Party for any losses or damages of any nature whatsoever incurred or suffered by that other (otherwise than under any express indemnity in this Contract) if and to the extent that it is prevented from carrying out those obligations by, or such losses or damages are caused by, a Force Majeure Event except to the extent that the relevant breach of its obligations would have occurred, or the relevant losses or damages would have arisen, even if the Force Majeure Event had not occurred
2. For the purpose of this Contract, an Event of Force Majeure means any circumstance not within the reasonable control of the Party affected, but only if and to the extent that such circumstance, despite the exercise of reasonable diligence and the observance of Good Utility Practice, cannot be, or be caused to be, prevented, avoided or removed by such Party, and such circumstance materially and adversely affects the ability of the Party to perform its obligations under this Contract, and such Party has taken all reasonable precautions, due care and reasonable alternative measures in order to avoid the effect of such event on the Party’s ability to perform its obligations under this Contract and to mitigate the consequences thereof. Events of Force Majeure shall include, but not be limited to: natural disaster of overwhelming proportions, delay due to any actions or omissions by any state authorities, sanctions, blockade, embargo, prohibition on exportation or importation of material or equipment or services, industrial disputes, fire, war, military mobilization, invasion, insurrection, requisition, seizure and restrictions in the use of power.
3. As soon as reasonably practicable following the date of commencement of a Force Majeure Event (however not later than 10 working days thereafter), and within a reasonable time following the date of termination of a Force Majeure Event, any Party invoking it shall submit to the other Party reasonable proof of the nature of the Force Majeure Event and of its effect upon the performance of the Party's obligations under this Contract.
4. The Company shall, and shall procure that its Subcontractors shall, at all times take all reasonable steps within their respective powers and consistent with Good Operating Practices (but without incurring unreasonable additional costs) to: prevent Force Majeure Events affecting the performance of the Company's obligations under this Contract, mitigate the effect of any Force Majeure Event; and comply with its obligations under this Contract.
5. Should the Force Majeure last for more than 180 days, both parties are entitled to withdraw from the Contract.
6. If Force majeure prevents Purchaser from fulfilling his obligations, the Purchaser shall compensate JSP s.r.o. for all reasonable expenses incurred in storing and protecting the Products/Works as well as for any other necessary and/or reasonably incurred costs by JSP s.r.o.