Terms and Conditions of Sales
1.1. These General Terms and Conditions (hereinafter referred to as the “GTC”) are trading conditions pursuant to the provision of section 1751 of Act No. 89/2012 Coll., the Civil Code (hereinafter referred to as the “CC”), and shall apply to all relationships established under a Purchase Contract or Contract for Work (hereinafter referred to as the “Contract”), made between KOH-I-NOOR Mladá Vožice a.s. as the Seller/Contractor (hereinafter referred to as “KIN”) and the Buyer/Client (hereinafter referred to as the “Client”), whose purpose is the provision of goods or execution of work by KIN (hereinafter referred to as the “Performance Delivery”). The Goods or Work delivered by KIN to the Client are hereinafter referred to as the “Performance”. KIN and the Client may modify some conditions contained in the Framework Purchase Contract (hereinafter referred to as the “Framework Contract”). If a Framework Contract is concluded between KIN and the Client, the GTC constitute an integral part thereof.
1.2. Should the rights and obligations of KIN defined in the Contract differ from the ones defined in these GTC, the provisions of the Contract shall prevail. Should there be a conflict between the Contract and the Framework Contract, the Contract shall prevail. Should there be any conflict between these GTC and the Framework Contract, the Framework Contract shall prevail.
1.3. All documents of the Contract shall be treated as mutually supplementing and/or explaining. If there shall be any conflict between individual documents, the interpretation of the documents and order of priority shall be as follows, unless otherwise stipulated in the Contract: (a) the Contract, (b) annexes to the Contract, (c) the Framework Contract, (d) these GTC, (e) other documents, if applicable.
1.4. Any conditions other than the GTC shall not apply to the relationships as stated above, even if KIN knows such conditions, or if they were submitted to KIN. KIN is not bound by any conditions, unless they are expressly approved by KIN’s authorised representative in writing.
2.1. The Contract must be concluded in writing. The Contract shall become valid and effective as soon as any of the following facts occurs: (a) on the date of signing by both parties, or (b) as soon as KIN confirms receipt of the Client’s order in writing, at any time within 7 (seven) days of receipt thereof, and confirmation of anychanges (including a different stipulation contained in the General Terms and Conditions) is treated as a new proposal that needs to be accepted by the Client –if the Client intends to conclude the Contract –within 7 (seven) days from delivery of the new proposal to KIN. A proposal for concluding the Contract, made by KIN to the Client, is binding for 7 (seven) days from delivery thereof to the Client and then expires.
2.2. Any documentation is only an integral part of the Performance if the Client specifically requested delivery thereof in the Contract or in an order, and KIN consequently confirmed delivery of the documentation in writing or in the Contract.
5.1. Should the Client be delayed with the payment of the price, KIN is entitled to claim a contractual penalty, equal to 0.05% of the due amount per started day of delay, and then a contractual penalty equal to 0.3% of the due amount per started day of delay, if the Client is delayed for more than 15 days, beginning from the 16th (sixteenth) day of the Client’s delay. The contractual penalty is due within 15 (fifteen) days from the day thatit is charged to the Client.
5.2. The aggregate liability of KIN for damages incurred by the Client in connection with the performance of this Contract or a breach of a legal regulation is limited to a maximum of ten percent (10%) of the total price for the Performance under the Contract (excl. VAT) for all loss events in the aggregate. The parties have agreed that only the actual damage shall be compensated. Lost profits or other types of damage shall not by compensated. KIN shall not be liable for indirect damage or for any other damage caused by defects of products manufactured from the Performance delivered by KIN. The parties have agreed that any contractual penalties or other sanctions paid by KIN to the Client shall be fully included in the compensation for damages. The limitation as stated above shall not be applied to the compensation for damage that has been caused wilfully.
7.1. KIN shall deliver the Performance of quality and in the make complying with the conditions determined by the applicable Czech technical standards, as well as by Act No. 22/1997 Coll., as amended, and KIN’s internal technical standard, if applicable. If a reference sample is made, this reference sample shall be approved by the parties to the Contract, of which a report shall be made and signed byboth parties. The reference samples shall be stored with KIN. The Performance is defective if the Performance does not fulfil the above conditions, or does not comply with the sample approved by both parties.
7.2. KIN is liable for defects of the Performance at the time that the risk of damage to the Performance passes to the Client, even if a defect becomes apparent after this time.
7.3. If any items provided by the Client were used in the manufacture according to the Contract, KIN is not liable for defects of the Performance that result from using such items, providing that KIN, using professional care, could not have revealed that these items were not suitable for the manufacture of the Performance, or KIN notified the Client that these items were not suitable, but the Client insisted on using them.
7.4. If KIN delivers the Performance before expiry of the delivery period, KIN may subsequently deliver a missing part or missing quantity of the delivered Performance, or deliver a replacement Performance for a defective Performance, or repair defects of the delivered Performance till expiry of the delivery period. In this case, it is understood that the delivered Performance is free of defects.
7.5. The quantity of the supply actually delivered may deviate in the range of 1%-4% from the agreed quantity in the contract, with the priceinvoiced for the quantity actually delivered. The possible extent of the deviation depends on the total ordered goods as follows:
Up to 100000 PCs 4%
101 000 PCs –1000 000 PCs 2%
Over 1000 000 PCs 1%.
7.6. The Client is obliged to verify the suitability of a KIN product for its own business purposes by means of adequate testing, which the Client shall carry out at its own expense and responsibility. In the event that KIN has provided the Customer with advice or recommendations when selecting a KIN product or its components in terms of suitability for a particular use or compatibility with other components or fillers (chemicals and compounds in different states), the Client is aware that all such recommendations and analyses of KIN are based on laboratory conditions and theoretical data supplied by the Client and the Client is obliged to thoroughly verify all recommendations or outputs from KIN analyses by performing stability tests in the real environment while using real substances, and which shall be repeated in the relevant time intervals. KIN is not liable for damage caused to the Client as a consequence of any advice or consultation, and the Client waives this right by adoption of these GTC.
8.1. The warranty period for the delivered Performance is 24 (twenty-four) months from the day that the risk of damage to a thing passes from KIN to the Client, unless otherwise agreed in the Contract.
8.2. The warranty is given on condition that all due obligations of the Client towards KIN are paid. Should the Client be late with thepayment of any of its due obligations towards KIN when filing a complaint about a defect of the Performance, KIN shall be entitled to interrupt the complaint process for the period the Client is delayed with the fulfilment of its obligations towards KIN, but without any interruption or extension of the warranty period.
8.3. KIN is only liable for products of other suppliers used for the manufacture of the Performance or delivered with the Performance to the extent to which its subcontractor is liable for them. KIN is entitled to handle complaints regarding such products by assigning the claims against the subcontractor to the Client.
8.4. KIN is not liable for minor or small defects that do not affect the function or use of the Performance delivered by the Client, orif they were caused by Client’s unqualified activity, by a third party or event of force majeure, or if they occurred as a consequence of inadequate stress, non-observance of the provided operational instructions, improper maintenance, freezing, corrosion, chemical, electrical or electrolytic impacts. The Performance shall be regarded as free of defects if it can be processed for the purposes for which it was manufactured, in this case the Client is not entitled to file any claims under liability for defects or warranty with respect to such Performance to KIN. Any claims due to defective Performance or under warranty shall expire if the Performance is damaged, processed or otherwise transformed by fault of the Client. Any rights under the warranty or liability for defects arise solely to the Client, who is not entitled to assign these rights to a third party without the prior written consent of KIN.
8.5. If more units of the Performance than one are delivered, the acceptance inspection by comparison as per ISO 2859 and ISO 2859-1 and the Acceptable Quality Limit (AQL), determined by these standards, shall be used (hereinafter referred to as the “Standardised Inspection”). The Standardised Inspection is always carried out in relation to one delivery of the Performance, delivered on the basis of one delivery note or CMR form. Therefore, to determine the initial scope of the delivery (Table 1 forCSN ISO 2859-1), the quantity of the Performance specified in the delivery note or CMR form shall be used.
8.6. Unless otherwiseagreed in the Contract, the following parameters are to be used for the Standardised Inspection:
- standard inspection, inspection level: II
- quantity check according to ISO 2859
- AQL level: 0.1 or 0.65, depending on defect severity according to the list ofdefects
8.7. List of defects:
Description of defect | AQL 0.25 | AQL 0.65 | AQL 1.5 | Note –defect samples |
AV –Aerosol Valves | ||||
Functional defect | x | |||
Optical (visual) non-functional defect (defect with no negative impact on the function) | x | |||
Deformation, non-functional defect | x | |||
Contamination | x | |||
Damaged package | x | |||
Presence of other products, components | x | |||
Description of defect | AQL 0.25 | AQL 0.65 | AQL 1.5 | Note –defect samples |
BOV | ||||
Functional defect | x | |||
Optical (visual) non-functional defect (defect with no negative impact on the function) | x | |||
Deformation, non-functional defect | x | |||
Contamination | x | |||
Damaged package | x | |||
Presence of other products, components | x | |||
Description of defect | AQL 0.25 | AQL 0.65 | AQL 1.5 | Note –defect samples |
APPLICATORS and ADAPTERS | ||||
Functional defect | x | |||
Optical (visual) non-functional defect (defect with no negative impact on the function) | x | |||
Deformation, non-functional defect | x | |||
Contamination | x | |||
Damaged package | x | |||
Presence of other products, components | x | |||
Incomplete product | x | |||
Description of defect | AQL 0.25 | AQL 0.65 | AQL 1.5 | Note –defect samples |
ATOMISERS | ||||
Functional defect | x | |||
Optical (visual) non-functional defect (defect with no negative impact on the function) | x | |||
Deformation, non-functional defect | x | |||
Contamination | x | |||
Damaged package | x | |||
Presence of other products, components | x | |||
Incomplete product | x | |||
Description of defect | AQL 0.25 | AQL 0.65 | AQL 1.5 | Note –defect samples |
SC Spraycaps | ||||
Functional defect | x | |||
Optical (visual) non-functional defect (defect with no negative impact on the function) | x | |||
Deformation, non-functional defect | x | |||
Contamination | x | |||
Damaged package | x | |||
Presence of other products, components | x | |||
Incomplete product | x | |||
Description of defect | AQL 0.25 | AQL 0.65 | AQL 1.5 | Note –defect samples |
CAPS | ||||
Functional defect | x | |||
Optical (visual) non-functional defect (defect with no negative impact on the function) | x | |||
Deformation, non-functional defect | x | |||
Contamination | x | |||
Damaged package | x | |||
Presence of other products, components | x |
10.1. All contracts forming part of these GTC and the legal relations arising from and related to these contracts shall be subject to the laws of the Czech Republic. Further, rights andobligations not regulated in the Contract / Framework Contract or in these GTC shall be governed in particular by the relevant provisions of the Civil Code.
10.2. Should any dispute arise between the parties to the Contract or Framework Contract in connection with the Contract / Framework Contract, the parties undertake to resolve the dispute in an amicable way. If the dispute cannot be resolved by negotiation, it shall be submitted to the competent court. All disputes arising from these GTC and/or the Contract / Framework Contract shall be resolved and settled before the competent general courts of the Czech Republic and under Czech procedural law. The parties have agreed in accordance with the provisions of Section 89a of Act No. 99/1963 Coll., the Civil Procedure Code, that the competent court to decide a dispute between them is the court having local jurisdiction over the registered office of KIN. The governing law is the law of the Czech Republic, excluding the application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.
11.1. Each party shall maintain the strict confidentiality of all information and materials provided by the other party in relation to this Contract, except any information that is generally known, and shall not disclose it to a third party, nor use it inconsistently with the purpose of its provision and for their own need. The parties undertake to take measures to ensure that the duties as stated above should also be fulfilled by their employees and members of bodies, even after their employment or similar relationship terminates. Should the obligations be breached by these persons, the respective party shall be liable for the violation as if the party itself breached the obligation.
11.2. All information provided by KIN in connection with the Contract, as well as all documents or data derived from or based on such information, shall remain KIN’s property, and shall be subject to trade secret. All intellectual property rightscreated during the Performance of the Contract shall become the property of KIN.
12.1. Unless otherwise stipulated in the Contract, all amendments to the Contract shall only be binding if they are in written form and signed by duly authorised representatives of the parties.
12.2. The Contract is and shall be treated as the entire agreement and understanding of the parties in relation to all matters contained herein, and supersedes any previous oral or written statements, negotiations, obligations and representations of any type.
12.3. The Client is not entitled to exercise a right of retention or lien with respect to any property of KIN.
12.4. Each breach of Client’s obligation shall be regarded as a material breach of the Contract, unless otherwise agreed by the parties.
12.5. Any notice that is to be delivered to any of the parties under the Contract shall be in writing, and delivered in person or sent by courier, post or fax to the respective address that was specified for such purpose in the Contract. Any notice submitted under this Contract shall be regarded as received (a) on the day of personal delivery or refusal of receipt upon personal delivery (b) on the first business day in the country where the recipient party is located after sending –if sent by fax, (c) on the day of the delivery if delivered by a courier or by postal services and, if the mail cannot be delivered and providing that it was sent via registered mail to the address of the recipient specified in the Contract or to the address given to the sender in advance in written form then on the 3rd (third) business day after the day of sending, and if sent to an address in a foreign country, then on the 15th (fifteenth) business day after the day of sending.
12.6. Each party may change its address by a written notice sent to the other party. The mailing address cannot be changed more often than every 2 (two) months. Any communication regarding everyday business activities between the parties may be carried out by electronic mail (e-mail).
13.1. For the purposes of these GTC (as well as the Contract and Framework Contract), a business day is understood to be any day (except Saturday and Sunday) on which the banks in Prague (the capital of the Czech Republic) are open.
13.2. Any amendments, modifications and changes to these GTC shall be made in the Contract in written form, including the exact specification regarding the part of the GTC that is to be changed for the particular business case, including the description of the change, and shall be signed by authorised representatives of both parties.
13.3. These General Business Terms and Conditions become valid and effective on the day of their publication by KIN.
In Mladá Vožice, on 2017.
- Service technician
Work hour of a service technician | 920 | CZK |
Saturday –work hour of a service technician | 1150 | CZK |
Sunday –work hour of a service technician | 1380 | CZK |
State holidays –work hour of a service technician | 1840 | CZK |
Work hour of a service technician –workshop | 1035 | CZK |
Travel expenses –vehicle: | ||
travelling time of a technician | 633 | CZK |
rate per kilometre | 10 | CZK |
flight | according to documents (flight ticket, airport charges, …) | |
Accommodation | based on the actual cost incurred –see documents |
- Service manager
Work hour of a service technician | 1100 | CZK |
Saturday –work hour of a service technician | 1375 | CZK |
Sunday –work hour of a service technician | 1650 | CZK |
State holidays –work hour of a service technician | 2200 | CZK |
Work hour of a service technician –workshop | 1238 | CZK |
Travel expenses –vehicle: | ||
travelling time of a technician | 756 | CZK |
rate per kilometre | 10 | CZK |
flight | according to documents (flight ticket, airport charges, …) | |
Accommodation | based on the actual cost incurred –see documents |
Note:
• regular operating hours are from 8 am to 4:30 pm
• beyond regular working hours there is an additional + 10% charge for service hours
• working on Saturday +25%, working on Sunday +50%, working on public holiday +100%