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General Terms and Conditions

of the company
OMB composites EU a.s.

    1. In these Terms and Conditions:
      • “Buyer” means any Customer of the Seller to whom Products are delivered under these Terms and Conditions.
      • „Business Partner“ means any Subcontractor of the Seller that directly or indirectly supplies materials and raw materials needed for manufacturing or compliance with OHS.
      • „Agreement“ means any Agreement or confirmed order between the Seller and the Buyer regarding the sale and purchase of Products.
      • „Ex Works“ means “ex works” as defined in the rules for the interpretation of Terms and Conditions known as the INCOTERMS delivery terms, valid from the Buyer's order date.
      • „Intellectual Property Rights“ means any patent rights, copyrights, moral rights, rights to trade names and product names, trademarks, designs, knowhow and any other intellectual property rights and the use of any of the abovementioned rights that may exist anywhere in the world, regardless of whether they are registered or registrable.
      • „Products“ means any products and related documentation that will be delivered on the basis of an Agreement or a binding order issued under these GTC.
      • „Seller“ is the OMB Composites EU a.s. company.
      • „Written Document“ includes cable, facsimile transmission, electronic data transmission, communication via email and any notice under these GTC that is required in writing, i.e. "in writing" or any "written notice" will be interpreted in accordance with the GTC.
    2. All Price Quotations are made, and all orders are accepted under these Terms and Conditions. Any other requirements, conditions or arrangements of any kind are excluded from the GTC or any modified version of the GTC, unless the Seller accepts them in writing (order confirmation according to otherwise modified GTC). Particularly, the Purchase Conditions which the Buyer may submit at any time shall not apply to the Agreement under any circumstances, and the Seller’s failure to object to such Purchase Conditions shall not imply their acceptance.
    3. In the event of a conflict between these Terms and Conditions and Special Terms and Conditions regarding the Price Quotation of OMB Composites EU a.s., the Special Terms and Conditions of this Price Quotation shall prevail. Acceptance of the delivered Products by the Buyer shall be considered as an unconditional acceptance of these Terms and Conditions.
    4. Unless otherwise stated in this regard, the Business Partner's Price Quotations may be accepted within a period of maximum of 30 days from its date of issuance.
    5. In the event that the Seller or its managers (other than those specified in the document(s) attached to the Seller’s Agreement) make any notice or statement towards the Buyer that the Buyer intends to rely on, the Seller shall be entitled to do so only if such notice or statement is attached to the Buyer’s order or approved in such order and thereafter only if the Seller subsequently confirms in writing to the Buyer that the Buyer is entitled to proceed on the basis of such notice or statement.
    6. The Agreement is entered into between the Seller, the Buyer or the Business Partner as the principal, and the Buyer may not assign any right or obligation arising from the Agreement without the Seller’s written consent. The Seller may assign the rights and obligations arising from this Agreement, modify in the Subcontractor´s Agreement or otherwise dispose thereof.
    7. Unless expressly agreed otherwise, the General Terms and Conditions shall be interpreted in accordance with the INCOTERMS delivery terms, whereby the wording shall be valid from the order date.
    1. Electronic orders are valid if all the information agreed between the Buyer, Seller or Business Partner as required and mandatory is duly specified in the agreed format, and if the Buyer submits the order to the Seller or the Business Partner with reference to the correct identification code and the Seller accepts the order when selecting its electronic mail from the relevant system.
    2. Subject to Article 2.1, each valid electronic order shall be considered accepted by the Seller, unless the Seller notifies the Buyer of its refusal within five working days from the order’s acceptance by means of electronic mail. By accepting the order, the Agreement on Sale and Purchase, to which these General Terms and Conditions shall apply, shall be established.
    1. All the prices are determined according to the exworks parity, unless otherwise agreed in writing, the prices are payable in a currency that is determined in the Agreement. In the event that the Seller agrees to delivery Products to a place other than to its own premises, the Buyer shall reimburse all the costs for packaging, transport and insurance and other expenses which are incurred by the Seller during the execution or arrangement of such delivery.
    2. In the event of a change in the quantity, design or specification required by the Buyer, the Seller is entitled to make a corresponding modification of the price and delivery terms any time by means of written notification.
    3. The Seller reserves the right to increase the price any time prior to the delivery and based upon the written notification, in the event that the costs of materials, work, transportation, services, foreign currency rate fluctuation, currency modification or change in the custom fees shall be increased or in case an increase in the Seller´s costs happen as a consequence of any other circumstances beyond the Seller’s reasonable control.
    4. The Buyer is liable to the Seller for any delay costs incurred in the event of unnecessary delays of vehicles at the delivery location.
    1. Unless otherwise approved by the Seller in writing, the delivery shall be executed “exworks”, and the delivery is considered to be executed at the moment the Seller makes the Products available for collection for the Buyer or its transporter in the Seller’s premises.
    2. In any case, the delivery date depends on timely receipt of all the necessary information, final instructions or Buyer’s consent.
    3. The Buyer is obliged to take over delivery of Products within 5 days as from the moment when the Seller gives notification that the Products are available for delivery. If the Buyer should fail to take over delivery or fails to pay for one or more Products, the Seller has the right to terminate the Agreement (without prejudice to any other rights and remedies available to the Seller), however, the Buyer’s obligation to collect the manufactured Products shall not be affected thereby.
    4. In the event that the Buyer requests postponement of the delivery for later and the Seller agrees thereto, or in case the delivery is postponed otherwise without the Seller failing to fulfil its obligation, the Buyer shall pay all reasonable costs and expenses including reasonable storage and transport costs. The Buyer shall pay for the Products in accordance with these Terms and Conditions as if they were delivered in due time (pursuant to 7.1) had the delivery not been postponed for later at the request of the Buyer or as a consequence of the Buyer being in default. The Seller is entitled to claim the interest in accordance with Article 7.3.2. from the date that the payment would otherwise have been payable if the delivery was not postponed for later.
    5. Unless expressly agreed otherwise in writing, the Seller may deliver the Products in instalments, and in such a case each instalment delivery shall be considered as an individual subcontract, which shall be governed by these General Terms and Conditions. No delay in any instalment delivery of the Products or any defect in this respect shall give the Buyer the right to terminate the remaining Agreements.
    1. The risk of damage to or loss of Products shall pass to the Buyer from the delivery date and thereafter the Seller shall solely be liable for any loss, damage or deterioration in the quality of Products.
    2. The proprietary right to the Products shall not pass to the Buyer unless, either:
      1. the Seller does not receive all the monetary amounts in cash or in cleared funds, that are payable (whether owed or not) to the Seller under all Agreements concluded between the Buyer and the Seller; or
      2. the Seller shall not deliver a written notification to the Buyer, whereby it is expressly stated, that the proprietary right to the Products or any part thereof passes to the Buyer.
    3. Until the proprietary right passes from the Seller to the Buyer under these conditions, the Seller may claim the Products, managers, employees, representatives or principals of the Seller are entitled to enter into any premises where these Products are kept and stored, with or without transport means, in order to claim the Products or to make sure that Article 5.4 is complied with.
    4. Until the proprietary right passes from the Seller to the Buyer, the Buyer shall own the Products as the Seller's Fiduciary and Pledgee and shall store the Products separately from other goods and ensure that they are fully insured for all risks and so that it is possible to clearly identify them as belonging to the Seller. The Buyer shall also not assign, sublease, pledge, encumber, indebt or transfer the ownership of Products or any share in the Products to another person, nor shall it establish or permit any lien in respect of the Products. Notwithstanding the foregoing, if the Buyer will be selling the Products prior to the ownership right passing to the Buyer in accordance with this Article 5, it will do so solely under the following conditions:
      1. any sale shall be made in the ordinary course of the Buyer's business and at the full market price, and accordingly the Buyer shall be liable to the Seller and from the proceeds, it shall retain the amounts corresponding to the Products invoiced price delivered by the Seller in the safekeeping for the Seller’s benefit; and
      2. any such sale shall be the sale of the Seller´s property in the Buyer’s name and during the execution of such sale, the Buyer shall act as the principal.
    5. The Seller is entitled to request the Buyer to handover the Products to the Seller at any time, and should the Buyer fail to do so in a reasonable time limit, the Seller is entitled to enter the Buyer’s premises or any other third party and to claim and/or destroy the Products. For the avoidance of doubt, the Buyer shall not make any claim against the Seller in respect of any such entry or destruction.
    1. Cancellation or modifications of any Agreement by the Buyer or the Business Partner requires the Seller’s prior written consent and therefore, the prerequisite is that the Buyer or the Business Partner shall secure the Seller against any reasonable costs and expenses, which shall be incurred by the Seller as a consequence to such cancellation or modification.
    2. Products returned to the Seller without the Seller’s written consent shall not be acknowledged for a credit.
    1. Unless otherwise agreed in writing by the Seller, the payment shall be made within thirty (30) days from the tax document’s issue date, which shall be drawn on the day of shipment from the Seller's enterprise (exworks). The payment period for the price is the basis of the Agreement. No payment shall be considered as received until the Seller obtains cleared funds.
    2. All payments made by the Buyer to the Seller under any Agreement subject to these Terms and Conditions shall be made without any limitation or condition and without deduction or withholding of any other amount and / or receivable from the account, whether by debt settlement or otherwise, independently from the fact whether such amount and / or receivable is related to any Agreement subject to these Terms and Conditions or otherwise.
    3. In case of default in payment by the Buyer, the Seller is entitled (without any other rights or remedies being affected):
      1. to discontinue any other deliveries based on any Agreements between the Seller and the Buyer without notice;
      2. to charge interest for each day (before and after the court decision) on any amount due at an interest rate of 7% p. a. above the interest repo rate of the Czech National Bank, as amended, together with any recovery costs.
    4. The tax document’s due date drawnup by the Business Partner is at least 60 days from the delivery date to the enterprise of OMB Composites EU a.s.
    • Billing the minimal order shall apply to all the orders. Regularly reissuing lump or scheduled orders will be billed as a minimal order per issue.
    1. Subject to Article 9.2 and as regards the materials, the Products shall in all respects comply with any stipulated specifications, or in case no stipulated specification exists, they shall comply with any published specifications issued by the Seller in all respects.
    2. The Seller reserves the right to propose and execute modifications in dimensions or other Product specifications so that it corresponds to the valid standards or legal regulations, or which are otherwise justifiable with regard to the nature of the Products.
    3. The information contained in the technical documentation issued by the Seller, if any, may be relied on in case the accuracy is needed in precisely specified circumstances for which it is expressed. Otherwise, any illustrative examples, detailed performance information, installation examples and assembling methods - storage and all other technical data in this documentation are based on experience and testing under test conditions and are provided solely as binding. No such information or data shall be part of the Agreement unless the Buyer complies with Article 1.5 regarding the notification and statement and the Seller provides confirmation specified in this Article.
    1. The Buyer is entitled to claim only (and subject to Articles 11 and 12) deficiencies or defects in the Products which are evident during the visual inspection if the Buyer:
      1. carries out the inspection of the Products on the day of unloading in the delivery location;
      2. informs the Seller of any loss, deficiency or damage (otherwise than through the signature of an authorised person on the delivery note) on the day of unloading; and
      3. in a satisfactory manner demonstrates to the Seller that such loss, deficiency or damage occurred prior to delivery.
    2. The Buyer has no rights as regards the loss, deficiency or damage unless it gives the Seller a reasonable opportunity to inspect the Products and investigate any claim before using or modifying the Products or interfering with the Products.
    3. Upon a valid claim made in accordance with this Article 10, the Buyer shall be entitled (in case of notified deficiencies) to receive, within a reasonable time period, the delivery of Products corresponding to the deficit and (in case of defects) to the repairs or replacements of the Products in question, or at the Seller’s discretion, to the credit for the price of the Products, but the Seller has no other obligation of any kind. In the event that a claim for loss, deficiency or damage upon delivery is not made to the Seller in accordance with this Article 10, the Products shall be deemed to have been delivered in full and undamaged in accordance with this Agreement and the Buyer shall be obliged to pay for the Products.
    4. Losses, deficiencies or damage upon the delivery of the Products or upon the delivery of any part shall not constitute grounds for the Agreement’s termination or the remainder of the Agreement (as the case may be).
    5. In the event that the Buyer discovers a deficiency or damage on a partial delivery according to point 10., it shall not be entitled to suspend the payment for the entire delivery but only for the part corresponding to the price of the damaged product, thereby the Buyer is not entitled to a penalty payment against the Seller with regard to the volume of the entire delivery.
    6. The Seller is entitled to claim the damages incurred on manufactured Products or during the productions as a result of incorrectly delivered or defective semifinished Product or raw material supplied by the Business Partner.
    1. To the extent permitted by law, the Seller shall exclude any contractual conditions that may otherwise be selfevident by operation of law or otherwise. Notwithstanding this clause, nothing in this Article 11 intends to limit the Buyer's legal rights, except for the terms and conditions set forth in the GTC, which shall not be affected thereby.
    2. Subject to the following conditions in this Article 11.2, the Seller guarantees that the Products will be free from defects resulting from defective designs, craftsmanship or materials (other than materials provided free of charge). This warranty will be provided for a period stipulated in the Agreement from the delivery date of the Products, or until the product reaches the recommended maximum useful life of the Product, whichever option comes first. This warranty is subject to the following conditions:
      1. the Seller shall receive a written report regarding the defect within the warranty period;
      2. the Product shall be made available to the Seller for the purpose of inspection at the Buyer's place of operation in the Czech Republic without any further use or modification of the Product or without any interventions thereto;
      3. the defect does not represent a loss, deficiency or damage that the Buyer should have notified to the Seller pursuant to Article 10;
      4. the defect was not caused as a result of any specification of the design or instruction given by the Seller;
      5. the Buyer has fully complied with all the Seller's instructions regarding the use and storage of the Product.
    3. Upon receipt of the claim from the Buyer in accordance with Article 11.2, the Seller may, at their discretion, repair the Products free of charge or provide a satisfactory replacement of the Products within a reasonable period from the time the claim was executed. For the avoidance of doubt, the warranty under Article 11.2 does not apply to any defects in the Products related to ordinary wear and tear.
    4. If the Seller repairs the Products or provides a satisfactory replacement Products, the Buyer shall accept the repaired or replaced Products and the Seller shall have no liability for any loss or damage of any nature resulting from the initial delivery of defective Products or delay, prior to repairing the defective Products or supplying the replacement Products.
    5. In case of Products that were not manufactured by the Seller:
      1. the Seller provides no warranty that the sale or use of the Products will not infringe any third party's intellectual property rights; and
      2. the Seller's obligations regarding the defects in these Products are limited to the warranty (if any) that Seller will receive from the manufacturer or supplier of these Products.
    6. The Seller is not liable and the Buyer relieves the Seller of the liability for any costs, claims, damage, financial obligations and expenses incurred by the Seller as a result of the use of the Products by the Buyer after the Buyer has learned or is likely to become aware of the defect.
    1. The Seller does not exclude the liability for intentional damage or death, or personal injury caused by negligence on its part, as well as for any fraudulent misrepresentation of data or any other matter that cannot be excluded or limited under the applicable law.
    2. Under no circumstances of any kind shall the Seller be liable for contractual liability, liability for civil wrongs or other liability due to any cause and for any claim, damage, loss or expense as regards:
      • (a) lost profits;
      • (b) loss of the possibility to use the Product;
      • (c) loss of the anticipated savings;
      • (d) trade loss;
      • (e) loss of opportunity;
      • (f) loss of goodwill;
      • (g) loss of reputation;
      • (h) loss of data;
      • (i) unnecessary expenses; or
      • (j) any other loss or damage for any cause.
      For the avoidance of doubt, the points in this Article 12.2 are intended by the Parties to be severable.
    3. Without prejudice to Article 12.2, Seller's maximum total liability for any claims made by the Buyer in connection with any Agreement shall not exceed the Products contractual price, and the Buyer agrees to take out relevant insurance to cover the claims in case of exceeding this amount.
    4. Prices are determined by the Seller based on the liability limitations set forth in these Terms and Conditions. The Buyer is entitled to request the Seller to give a consent to a higher liability limit and the Seller may thereafter (at its discretion) set forth the modified price, taking into account any increased premiums borne by the Seller.
    5. The Buyer relieves the Seller of the liability from any loss, costs, claims, damage, expenses and financial obligations relating to or arising out of any injury, loss or damage of any kind suffered by any person as a result of or in connection with the delivery of the Products by the Seller or in connection of any activity or omission of the Buyer during performance of its obligations under the Agreement, except where such claim or loss is a direct consequence of the Seller's negligence.
    • Any drawings, documentation, records, computer software and other information provided by the Seller, regardless of whether it was created by the Seller or a third party, shall be provided under the express condition that the Seller (or a third party) reserves the copyright thereto and that they or extracts or copies thereof shall not be surrendered, borrowed, displayed or sold by the Buyer without the Seller's written consent, nor used other than in connection with the Products in respect of which they are issued.
    1. Subject to Article 14.3, if any claim is made against the Buyer or there is a likelihood of legal action claiming that the Products in the delivered form infringe any third party's Intellectual Property Rights, then, provided that the Buyer immediately informs and fully cooperates with the Seller and upon request shall enable the Seller to conduct its own defence, the Seller shall reimburse the Buyer for any costs, claims, damage, financial obligations and expenses incurred by the Buyer as a result of such legal proceedings.
    2. The Seller may, at their own expense, either modify the Products that infringe the Intellectual Property Rights so as to not infringe them, or replace the Products with those that do not infringe rights, or repurchase the Products from the Buyer for the price paid minus a charge for their use.
    3. The Seller shall not be liable for the claims for infringement of a third party's Intellectual Property Rights as a result of the production or delivery of the Products pursuant to the Buyer's instructions or in accordance with any proposals, plans or specifications provided by the Buyer and the Buyer shall indemnify the Seller for any losses, damage, expenses, costs or other financial obligations arising from these claims.
    • The Buyer is solely liable for ensuring that all the drawings, information, notices and recommendations, specified or provided by the Buyer or its representatives, employees, consultants or advisors to the Seller, are accurate, correct and satisfactory. Assessment or consideration of these drawings, information, warnings or recommendations by the Seller shall not result in any liability on the part of the Seller.
    1. Without prejudice to any other rights or remedies of the Seller, the Seller shall be entitled to terminate (in whole or in part) the Agreement and / or suspend the deliveries and / or receive, upon request, any sums due and payable by the Buyer in any of the following situations:
      1. the Buyer enters into or proposes any facultative agreement or any other settlement or settlement agreement with its creditors or assignment for the benefit of its creditors;
      2. the Buyer shall submit to the establishment of trusteeship in bankruptcy or goes bankrupt or into liquidation;
      3. the Buyer submitted insolvency petition of its own company or filed petition for establishment of preliminary insolvency practitioner or summoned the meeting of creditors in accordance with the Act no. 182/2006 Sb., on insolvency and its settlement (Insolvency Act), as amended;
      4. the Buyer will not be able to fulfil its obligation when they become payable or will stop running the business or there is a risk that it will stop running the business;
      5. the Seller shall reasonably believe that any of the abovementioned situations occurred or may occur, or that same or similar situation occurred or may occur under any applicable laws to which the Buyer or any related party is subject;
      6. the Buyer or any related Party substantially breaches this Agreement or enables the Agreement to be substantially breached.
    1. The Seller shall not be liable for the failure to perform its obligations under the Agreement due to the events beyond its reasonable control, including, but not limited to, force majeure, strikes, riots, lockouts or other protest actions, including labour disputes (whether such disputes involve employees or not), lack of materials or due to any other intervention or matter beyond its reasonable control.
    2. In case the Seller fails to fulfil its obligations for any reason specified in Article 17.1 within six months of the performance period, either Party may terminate the Agreement upon written notice without any obligation to the other Party, except that the Buyer shall pay all the Products delivered or completed at the time of terminating the Agreement.
    • Any tools (such as preparations, moulds, etc.) that Seller may create or obtain specifically in connection with the Products are and will remain the Seller's exclusive and unencumbered property and owned and controlled by the Seller without limitation, regardless of any charges that may be charged.
    1. The material provided free of charge shall be insured by the Buyer and shall remain the Buyer’s risk at all times and the Seller shall not be liable for loss or damage to any such materials provided free of charge during manufacturing by the Seller or any subcontractor used by the Seller, or during the time it shall be in the premises of the Seller or of any such subcontractor, or during transportation to or from the Seller's or any such subcontractor's premises, provided that the Seller may, at its sole discretion, share the cost of replacing such materials.
    2. The Buyer shall relieve the Seller of liability for any losses, costs, claims, damages, financial obligations and expenses in respect of any harm, loss or damage of any kind resulting from the supply of materials provided by the Seller free of charge or in connection with such supply, except for cases when such loss or damage is the direct consequence of negligent conduct or failure to fulfil the Seller's obligation.
    3. Discount for loss of material, such as metal waste and scrap resulting from mechanical processing is (if applicable) included in the Agreement Price and no such losses will be subject to any claim by the Buyer or any contribution by the Seller.
    4. Where the materials used in the manufacture of the Products are supplied by or on behalf of the Buyer to the Seller, the Buyer shall be responsible for ensuring that the material is of satisfactory quality and fit for purpose and relieving the Seller of liability for any loss, damage, harm or costs of any kind resulting directly or indirectly from any erroneous or incorrect specification of the materials in question.
    • The Buyer agrees to act in accordance with any information and instructions provided by the Seller regarding the Products, including but not limited to all conditions necessary to ensure that Products are safe and do not pose a risk to health whenever they are located, cleaned, operated or maintained by any person. The Buyer shall take such precautions as expressly provided in this information or otherwise necessary to ensure that the Products are always safe and do not pose a risk to health when reasonably practicable.
    1. The Buyer shall be solely liable for obtaining any necessary import or export licences or authorisations required for delivery to the Buyer and the Buyer shall be liable for any customs duties or charges, taxes, brokerage fees and other amounts due in connection with import, export and / or delivery of the Products.
    2. The Buyer agrees to comply fully and at its own expense with all the applicable import and export laws, restrictions, national security controls and regulations of the Czech Republic and any other applicable local laws or regulations.
    3. The Buyer agrees and undertakes to:
      1. act in accordance with the terms of any export licence, licence exemption or general licence granted or approved by a competent governmental authority and that it will not reexport or transfer any Products directly or indirectly to any person, entity or to the territory in which or to which such export licence, exemption or general licence does not apply; and
      2. (notwithstanding any previous export licence, licence exemption or general licence), not to deliver the Products, directly or indirectly, to any person, entity or territory that is subject to embargo that are prohibited, excluded or otherwise subject to the sanctions of the United Kingdom, the European Union, the United States of America or the territory where the Buyer has its registered office.
    4. The Buyer shall act in accordance with all the applicable anticorruption laws in connection with the Agreement and the Seller's Business and shall promptly notify the Seller if it discovers or suspects that any of its managers, directors, employees, or representatives have acted or acts contrary to the abovementioned laws.
    1. The waiver or deferral of the exercise of any rights or remedies or their nonexercise by the Seller shall not affect or prevent any other or further exercise of such rights or remedies in the future.
    2. In the event that any provision of these Terms and Conditions is deemed invalid or unenforceable, in whole or in part, the unaffected provision (or part of the provision, as the case may be) shall remain in full force and effect. Titles and headlines are provided for convenience only and do not affect the interpretation of these Terms and Conditions.
    3. The Parties agree that any dispute arising out of or in any way related to the subject matter of these Terms and Conditions and any Agreement (regardless of whether contractual, delict or of any other nature) shall be governed by and construed in accordance with the laws of the Czech Republic and the Buyer and the Seller agree that any disputed matter or dispute (regardless of whether they are of a contractual or delict nature) that may arise between them will preferably be resolved by conciliation and, if not, shall be filed with the Czech courts having the exclusive jurisdiction.


WARNING

This document, including the annexes, is the sole intellectual property of the Company OMB composites EU a.s.
Any other use (copying, copying, handing over, selling, etc.)can be done only with the consent of the Chairman of the Board.