JSP General Supply Conditions

1 Definitions

In these General Supply Conditions, "Supplier" means JSP s.r.o. located in Raisova 547, 506 01 Jicin, Czech Republic; "Purchaser" means the company or individual by whom the order is placed; "Goods" means the products or items, as specified in Supplier's Order confirmation to Purchaser; “Services” means the works and services described in Order confirmation; "Contract" means the written agreement (including these General Supply Conditions) concluded between Purchaser and Supplier for the supply of the Goods and/or provision of Services; “Total Price” means the price payable to Supplier by Purchaser for the Goods and/or Services.

2 Contract Formation

The binding Contract regarding subject of the price quotation is formed between the Supplier and the Purchaser by (a) signature of one written agreement by both parties or by (b) Purchaser’s written acceptance of the Order confirmation, which is sent by Supplier after receiving Purchaser’s written purchase order. In case Supplier does not receive within 3 working days after sending the Order confirmation a Purchaser’s written claim of dispute with the specified conditions or Supplier does not receive within 3 working days the Purchaser’s written acceptance, the Order confirmation is considered as accepted by the Purchaser and Contract is officially formed based on the conditions stipulated in the Order confirmation.

3 Price

The Total Price specified in the price Quotation is net and firm:

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

4 Payment Terms

100% of the contract value as advance payment within 14 days from the date of the submittal of a Prepayment Invoice if not otherwise mutually agreed.

Based on the receipt of the corresponding funds on the Supplier’s bank account, the procurement of the goods or project works begin.

5 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 the Contract and shall be borne by the Purchaser if not otherwise agreed.

6 Validity of offers

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

7 Delivery Time

Standard lead times with respect to the subject of the Contract are always indicated together with the price quotation. The actual and valid delivery term are confirmed by the Order confirmation document.
Delivery takes place at the confirmed date or within confirmed time period after the Contract formation is performed provided that:

1. Purchase order is placed within the validity period of the price quotation.
2. Order confirmation sent by Supplier is accepted by the Purchaser and all relevant technical and commercial details are defined and concluded.
3. Payment in full amount has been received on the appropriate Supplier’s 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 fulfilled in the required time frame
5. Purchaser has provided necessary assistance in the extent, which has been mutually agreed by both parties in advance

If any of these conditions is not met and/or if modifications to the Contract are requested by the Purchaser after Contract Formation, Supplier reserves the right to adjust the price and delivery time.

8 Delivery of supply

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

The Purchaser is obliged to accept the duly delivered supply of Goods and/or Services that means also supply with small defects that do not prevent the Purchaser to use the Goods and/or Services for the purpose specified in the Contract.

When taking over the subject of the Contract, the Purchaser is obliged to inspect it. The Purchaser is entitled to claim defects only within 5 working days after takeover of the Goods/Services.

The Supplier is entitled to perform certain tasks through a subcontractor.

Delivery of supply can be affected by pending payments of Purchaser against Supplier originating from other contractual relationships concluded between the Purchaser and Supplier. During the time period of such payment default, the Supplier is entitled to postpone the agreed delivery of supply in question without being liable for delays.

If the completion of supply is delayed upon request of the Purchaser, the Supplier is entitled to charge the Purchaser with storage costs, or costs of interruption of work.

9 Warranty Period

Supplier provides for offered equipment a warranty period of 12 months from the date of delivery if not agreed otherwise.

Supplier shall not be liable for any defects caused by: normal wear and tear; materials or adjustments made, designed or specified by Purchaser; non-compliance with Supplier's storage, installation, operation or maintenance instructions; lack of proper maintenance; any modification or repair not previously authorised by Supplier in writing; nor the use of non-authorised software or spare or replacement parts. Supplier's costs connected with investigating and rectifying such defects shall be reimbursed by Purchaser upon demand.

10 Limitation of Liability

Supplier 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.

11 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.

12 Breach, Termination, Cancellation, Suspension

Supplier is entitled to cancel the Contract based on a written notice to Purchaser, if (a) Purchaser breached any of its obligations under the Contract and fails, within 30 days from the date of Supplier's notification to rectify such breach if it can be reasonably expected within such period or (b) if Supplier has good reasons to believe that Purchaser will not be in a position to comply with its obligations, in particular regarding payment for the Goods and/or Services. Supplier shall be entitled to recover from Purchaser or Purchaser’s representative all costs and damages incurred by Supplier as a result of such termination.

Purchaser is entitled to cancel the Contract, in part or as a whole, at any time by sending a written notice to Supplier. Based on the receipt of the notification, Supplier ceases all activities that are under way in connection with the Contract and sends to the Purchaser a written confirmation of cancellation specifying in detail which parts of the Contract have been fulfilled till the reception of the notification of Cancellation.

The Supplier is entitled to be compensated by the Purchaser for all incurred costs in relation to the Contract up to the date of the reception of the notification of Cancellation.

The Purchaser has the right to request a Suspension of works in relation to the purchased Goods and/or Services by sending a written notice to Supplier. Based on the receipt of the notification, Supplier freezes all activities that are under way in connection with the Contract and sends to Purchaser a written confirmation of Suspension specifying in detail which parts of the Contract have been fulfilled till the reception of the notification of Suspension. The Purchaser is obliged to compensate the Supplier for all expenditures connected with the freeze and/or restart of works. The Supplier is further entitled to charge a fee of 0,5% of the Total Price of the Contract per each commenced week in case the Suspension exceeds in total a period of 3 months. The supplier is entitled to cancel the Contract in case the Suspension period exceeds 6 months.

13 Export Control, Restrictions

The Purchaser acknowledges that the Goods 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 Goods 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 Goods 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.

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

The Purchaser further warrants that the Goods 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 Supplier 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.

14 Tax Representations and Warranties of the Purchaser

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

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 the Supplier. The transport shall be affected 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.

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 the Supplier. The Purchaser further confirms that the transport shall be affected 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 the Supplier its VAT number issued by an EU Member State other than the Czech Republic.

The Purchaser is obliged to confirm to the Supplier in writing fulfillment of all above tax representations and warranties immediately after the takeover of the goods. 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 Supplier 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 Supplier without undue delay.

15 Governing Law

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

16 Force Majeure

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.

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.

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.

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.

Should the Force Majeure last for more than 180 days, both parties are entitled to withdraw from the Contract.

If Force majeure prevents Purchaser from fulfilling his obligations, the Purchaser shall compensate the Supplier for all reasonable expenses incurred in storing and protecting the Goods/Works as well as for any other necessary and/or reasonably incurred costs by Supplier.

 

JSP, s. r. o. • I&C projects and complex deliveries for industry
Raisova 547, 506 01 Jičín, Czech Republic • +420 493 760 811 • jsp@jsp.cz • www.jsp.cz
VAT: CZ49286684 • ISO 9001, ISO 14001, ISO 45001