General Terms and Conditions of Sales and Delivery

1. INTRODUCTORY PROVISIONS

1.1 These General Terms and Conditions of Sales and Delivery (hereinafter only the “GTC”) govern the rights and obligations between I P C plast spol. s r.o., with registered office at Palackého 753, 394 68 Žirovnice, Company ID No. 00515566, entered in the Commercial Register maintained with the Regional Court in České Budějovice under File No. C17 as the Seller (hereinafter only the “Seller”) and the Seller´s customer as the Buyer (hereinafter only the “Buyer”) during the sale of goods performed based on a contract of sale entered into based on the acceptance and confirmation of the purchase order of the Buyer by the Seller as a rule (hereinafter only the ”Contract”).

1.2 The GTC form an integral part of the Contract. Differing provisions in the Contract take precedence before the GTC wording.

2. ENTERING INTO THE CONTRACT

2.1 The Contract is deemed entered into at the moment of confirmation of the purchase order of the Buyer by the Seller.

2.2 The Buyer may make the purchase order in person, by telephone or by e-mail.

2.3 The Seller´s contact e-mail is info@ipcplast.cz.

2.4 The Seller shall confirm the purchase order to the Buyer in writing by e-mail within three (3) business days of its receipt, at the latest. A part of the confirmation shall be the specification of the goods ordered, the list of valid prices and determination of delivery terms and delivery date.

2.5 Specification of payment and delivery terms is governed by INCOTERMS® 2010.

2.6 The purchase order made orally or by telephone shall be valid in the scope of the confirmation in writing by the Seller.

2.7 Until the purchase order of the Buyer is not confirmed by the Seller it is deemed to be non-binding.

3. PURCHASE PRICE AND PAYMENT TERMS

3.1 The Buyer is obliged to pay the purchase price (hereinafter only the “Purchase Price”) to the Seller for the goods ordered in the amount specified in the Contract.

3.2 Unless the Contract specifies otherwise, the Purchase Price specified in the Contract shall include the price of the goods, packing fee and costs of handing the goods over to the Buyer at the registered office of the Seller.

3.3 The Buyer shall pay the Purchase Price or a part thereof specified in the Contract based on the invoice issued by the Seller by non-cash transfer to the Seller´s account specified in the invoice, in the currency specified in the invoice and on the Buyer´s costs by the due date specified in the purchase order confirmation. If the payment is performed from the country outside the European Union and/or the European Economic Area, the Buyer shall be obliged to enter the code of the bank charges OUR for the non-cash transfer and if not possible then the SHA code. The remaining part of the Purchase Price shall be paid by the Buyer in the time limit specified in the purchase order confirmation. The payment of the Purchase Price in its entire amount is the condition of the goods delivery to the Buyer.

3.4 In the case of delay with payment of the Purchase Price or a part thereof, the Seller shall be obliged to charge the Buyer with late interest of 0.05% of the amount due per day for each even only commenced day of delay until the entire payment and the Buyer shall be obliged to pay the Seller the late interest charged in this manner.

3.5 If the circumstance on the part of the Buyer, external circumstances not depending on the Seller´s will or other serious reasons cause that delivery of the goods to the Buyer would require higher costs, the Seller shall be entitled to unilaterally increase the Purchase Price and to charge the Purchase Price including the increased costs to the Buyer. The Buyer shall be obliged to pay the Seller the Purchase Price charged according to the first sentence.

4. DELIVERY TERMS

4.1 Unless the Contract stipulates otherwise, the goods delivery shall be performed according to delivery parity EXW INCOTERMS® 2010 (handing over of the goods to the Buyer or to the carrier arranged by the Buyer at the registered office of the Seller). The goods are delivered on the costs and risk of the Buyer. Transportation is ensured by the buyer or by a third party authorised by the buyer. If the buyer fails to meet this condition, the seller shall ask the buyer for compensation for damages incurred as a result of breaching this condition.

4.2 Delivery term shall be 3 – 6 weeks from the day of receipt of the confirmation in writing of the purchase order by the Seller. The delivery date specification shall be a part of the confirmed purchase order.

4.3 The delivery term shall be extended by an appropriate time in the case the fulfilment of the Seller´s obligation is prevented by

a) an extraordinary and insurmountable obstacle that originated independently on the Seller´s will pursuant to Section 2913(2) of Act No. 89/2012 Coll., Civil Code, as amended (hereinafter only the “Civil Code”); or

b) delay of the Buyer in fulfilling the Buyer´s obligation.

4.4 In the case of delay of the Seller in the goods delivery due to other reason than as specified in Article 4.3, the Buyer shall be entitled to specify reasonable substitute deadline to fulfil the obligation and after expiration of this term in vain, the Buyer shall be entitled to withdraw from the Contract.

4.5 In the case of delay of the Buyer in fulfilment of his obligations arising from the Contract, the Seller shall be entitled, in his own discretion, to temporarily suspend the goods delivery to the Buyer, to condition the goods delivery by the payment of the advance or payment of the Purchase Price by the deadline specified by the Seller or to withdraw from the Contract after granting of a substitute time period to fulfil the Buyer´s obligation and after expiration of such deadline in vain.

4.6 The goods are delivered in the whole packaging units. The minimum amount of one purchase order shall be EUR 5,000 (in words: “five thousand EUR”).

4.7 If the purchase order does not reach the limit specified in Article 4.6 of these GTC or if the goods are to be delivered custom-made to the Buyer´s request, the delivery shall be performed according to the terms agreed in the Contract.

4.8 The allowed variation in quantity shall be +/- 10% from the ordered quantity of the goods. Delivery of the goods within this variation would not be a defective performance and would not entitle the Buyer to reject the goods.

4.9 If the Buyer is in delay with the acceptance of the goods prepared for shipment, the Seller shall be entitled to store the goods on the account and risk of the Buyer. For the time of delay with the acceptance of the goods, the Seller shall be entitled to charge the Buyer the costs of the goods custody in the amount of EUR 0.5/1 pallet/1 day of custody and the Buyer shall be obliged to pay the costs of the custody charged in this manner.

4.10 If the Buyer rejects, without any reason, to accept the goods prepared for collection of whose readiness for collection the Buyer was informed by the Seller the Seller shall be entitled to charge the Buyer a lump-sum contractual penalty of 50% of the price of the goods and the Buyer shall be obliged to pay the contractual penalty charged in this manner. The contractual penalty shall be due in 15 days from receipt of the call to pay it by the Buyer.

5. TITLE ACQUISITION

5.1 Unless the Contract stipulates otherwise, the Buyer acquires the title to the goods at the moment of the goods acceptance, however, not earlier than the Purchase Price is paid in its entire amount.

6. LIABILITY FOR DEFECTS

6.1 Unless stipulated otherwise below, the rights arising due to defective performance shall be governed by the Civil Code.

6.2 The Buyer shall be obliged to claim defects concerning the quantity without undue delay, however, within 5 days of the goods acceptance, at the latest.

6.3 The Buyer shall be obliged to claim the defects in quality immediately after discovery of the defect, however, within 6 months of the goods acceptance, at the latest.

6.4 The Buyer shall be obliged to claim defects at the Seller in writing.

6.5 The Seller shall be obliged to issue to the Buyer a confirmation in writing of the date and manner of the complaint handling, including the confirmation of the repair performed and time of its duration and possibly justification in writing of the rejected complaint.

7. DAMAGE DURING TRANSPORT

7.1 If the Buyer discovers damage to the goods which originated due to the goods transport, the Buyer shall be obliged to request from the carrier the confirmation of the damage incurred during the goods transport before the unloading of the goods. The Buyer shall be obliged to enter the damage found in the form of the CMR bill of lading (hereinafter only the “CMR Document”). The CMR Document filled in in this manner shall serve as the background document for the indemnification claim at the transport company.

8. PERSONAL DATA PROTECTION

8.1 The Buyer acknowledges that the personal data specified by the Buyer in the purchase order sent by the Buyer and confirmed by the Seller and/or the data provided to the Seller any time during the existence of the contractual relationship shall be processed by the Seller in the scope necessary in order to fulfil obligations arising from the Contract where the Buyer is a party and to enforce claims arising based on this contractual relationship and in order to observe the legal obligations applicable to the Seller. The data processed shall be kept by the Seller only for the absolutely necessary time.

8.2 The Buyer shall be entitled to require access to the data specified in Art. 8.1, have them updated or corrected or request restriction of their processing.

9. GOVERNING LAW

9.1 These GTC and the contract entered into based thereon and the rights and obligations of the Contracting Parties arising therefrom shall be governed by the system of law of the Czech Republic.

9.2 The court competent to address any possible disputes arising based on the Contract shall be the court determined according to the Seller´s registered office.

10. EFFECTIVNESS

10.1 These GTC become effective on 1. 1. 2020.