1. Applicability of the General Business Terms and Conditions
1.1. These General Business Terms and Conditions form an integral part of individual purchase contracts entered into between the Seller and the Buyer
1.2. The company BMRC Group s.r.o. with its registered seat at Port7 – building D, Pod Dráhou 1638/7, Prague 7-Holešovice, Czech Republic, Identification Number 455 37 011, registered in the Commercial Register kept by the Municipal Court in Prague, Section C, File No. 362302 is the Seller in these General Business Terms and Conditions.
The entity referred to as the buyer in the Order Confirmation is the Buyer in these General Business Terms and Conditions.
1.3. The Purchase Contract consists of an Order Confirmation executed by the Seller, and these General Business Terms and Conditions. These General Business Terms and Conditions shall also become an integral part of the Purchase Contract in cases when the Seller only delivers a separate Order Confirmation to the Buyer. These General Business Terms and Conditions signed by the contracting parties in relation to the respective Order Confirmation shall also become an integral part of all the following Order Confirmations delivered by the Seller to the Buyer.
By confirming the order, the Seller responds to a previous demand or order from the Buyer. The Order Confirmation substitutes in full any prior legal acts of the contracting parties, including any possible Seller’s offer, unless expressly provided for otherwise in the Order Confirmation content.
1.4. If the express content of the Order Confirmation differs from any individual provision of these General Business Terms and Conditions, the respective express provision of the Order Confirmation shall prevail over the different provision of these General Business Terms and Conditions, and such different provision of these General Business Terms and Conditions shall not become a part of the purchase contract entered into within the meaning of Article 1.1 of these General Business Terms and Conditions (in the text of the General Business Terms and Conditions hereinafter referred to as the „Purchase Contract“).
1.5. The Purchase Contract is entered into between the Buyer and the Seller upon expiration of 5 days from the date the Seller delivers the Order Confirmation in writing to the Buyer.
1.6. However if the Buyer notifies the Seller in writing within 5 days according to Article 1.5. of these General Business Terms and Conditions of its refusal of the Order Confirmation or suggests any change in the Order Confirmation content, the Purchase Contract according to Article 1.5. of these General Business Terms and Conditions shall not be entered into.
2. Making a Delivery
2.1. The goods the Seller is obliged to deliver to the Buyer on the basis of the Purchase Contract are defined by their identification in the Order Confirmation. If the Order Confirmation refers to any drawing or other specification of the goods, the Seller is obliged to provide the Buyer with the goods in the version complying with such drawing or specification; the same shall apply if the Seller and the Buyer agree on the respective version of the goods in a special agreement after delivery of the Order Confirmation by the Seller to the Buyer. All drawings submitted by the Seller to the Buyer constitute Seller´s intellectual property. Unless otherwise agreed between the contracting parties, the Buyer shall not acquire any right to use such drawings.
2.2. If the Order Confirmation refers to the Seller’s currently valid Price list in identification of the goods according to Article 2.1. of these General Business Terms and Conditions, the Seller is obliged to provide the Buyer with the goods in the version described in such Price list.
2.3. If the Seller and the Buyer agree that the goods the Seller is to provide to the Buyer according to the Purchase Contract must comply with the sample the Seller handed over to the Buyer (and the Buyer approved such sample), the Seller is obliged to provide the goods to the Buyer in the version corresponding to such sample, taking into account the Seller’s quality policy (accessible online at www.bomma.cz) and the fact that the Goods may be artisan manufactured.
2.4. The Order Confirmation specifies the quantity of the goods, which the Seller is obliged to deliver to the Buyer on the basis of the Purchase Contract, and which the Buyer is obliged to take over from the Seller and to pay the purchase price thereof.
2.5. Unless the Order Confirmation expressly states otherwise, the Seller shall deliver the goods which are the subject of the Purchase Contract in quality corresponding to the complexity of the glass production.
3. Time and Place of Handover of the Goods
3.1. The period, within which the Seller has to provide the goods specified in the Order Confirmation to the Buyer (hereinafter referred to as the „Goods“ in the text of these General Business Terms and Conditions), is specified in the Order Confirmation.
3.2. The Seller is entitled to provide the Goods not only at once, but also in individual batches.
3.3. Unless the Order Confirmation provides for otherwise, the Seller is obliged to hand over the Goods to the Buyer in the Seller’s plant at the address Světlá nad Sázavou, Zámecká 1177, not loaded on the means of transport.
3.4. If the Order Confirmation includes the delivery clause referring to Incoterms 2020 (Rules of the International Chamber of Commerce for application of delivery terms in domestic and international trade valid from 1 January 2020), the Seller is obliged to hand over the Goods to the Buyer at the place and in the manner defined in the specified delivery clause.
The obligations defined for the Seller and for the Buyer by a concrete delivery term of Incoterms 2020, which the Order Confirmation text contains, shall become a part of the Purchase Contract content to the extent to which the individual Seller’s and Buyer’s rights are not expressly defined in the Order Confirmation differently from the specified delivery term of Incoterms 2020.
If a certain provision concerning the Seller’s and the Buyer’s obligations defined in any Incoterms 2020 delivery term, which the Order Confirmation text includes, contradicts any express provision of these General Business Terms and Conditions, the respective provision of the Incoterms 2020 delivery term shall prevail over such different provision of these General Business Terms and Conditions, and the respective different provision of these General Business Terms and Conditions shall not become a part of the Purchase Contract.
3.5. If in the period between the moment the Purchase Contract is entered into and the moment the Seller is obliged to hand over the Goods to the Buyer on the basis of such Purchase Contract the Buyer will be in delay with the purchase price payment, which the Buyer is obliged to make to the Seller on the basis of another purchase contract entered into between the Seller and the Buyer, the Seller will be entitled to unilaterally extend the period, during which the Seller has to hand over the Goods to the Buyer by at least the same number of days, for which the delay of the Buyer with purchase price payment based on such other purchase contract exists. The Seller is obliged to notify the Buyer in writing of such unilateral extension of the period for handover of the Goods.
3.6. Unless the Order Confirmation text stipulates otherwise, the Seller is obliged to pack the Goods in a manner necessary for preserving the Goods and their protection as needed during transport and other handling of the Goods made in a usual manner.
3.7. The Seller is only obliged to hand over to the Buyer along with the Goods the documents which are expressly specified in the Order Confirmation.
3.8. If the Buyer is in delay with takeover of the Goods after the deadline for handover of the Goods as defined in the Purchase Contract, the Buyer will be obliged to pay the Seller a contractual penalty in the amount of 0.05% of the purchase price (as agreed in the Purchase Contract) of the Goods, with the takeover of which the Buyer is in delay, for each day of the delay.
4. Purchase Price and its Maturity
4.1. The amount of the purchase price including specification of the currency, in which the purchase price is payable, shall be quoted in the Order Confirmation.
If the currency, in which the purchase price has been agreed, is not specified in the Order Confirmation, it shall apply that the purchase price has been agreed to be quoted in EURO.
4.2. If it is not expressly specified in the Order Confirmation text whether the purchase price amount specified in the Order Confirmation is quoted exclusive of value added tax or inclusive of value added tax, it shall apply that the purchase price amount specified in the Order Confirmation is quoted exclusive of value added tax and the Buyer is obliged to pay the Seller the purchase price in the amount specified in the Order Confirmation text plus the value added tax at the statutory rate.
4.3. The purchase price is payable until the deadline specified in the invoice issued by the Seller and delivered to the Buyer by email or at the address specified in the Order Confirmation text.
The Seller is entitled to send the invoice to the Buyer just by e-mail to the Buyer’s e-mail address specified in the Order Confirmation or to the e-mail address the Buyer shall disclose to the Seller for the purpose of mutual communication.
The Seller is obliged to set out the maturity period for the Buyer in the invoice issued in the aforementioned manner not shorter than 7 days from the invoice issue date, and is obliged to send the invoice to the Buyer without undue delay after it is issued or to provide it along with provision of the Goods.
4.4. If the Buyer is in delay with the purchase price deposit payment (provided the Buyer’s obligation to pay the deposit results from the Order Confirmation or other agreement between the Seller and the Buyer), or if the Buyer is in delay with the purchase price payment, the Buyer undertakes to pay the Seller a contractual penalty in the amount of 0.05% of the purchase price deposit amount or of the purchase price amount, with which the Buyer is in delay, for each day of the delay.
4.5. The Buyer is not entitled to unilaterally set off any of its receivables, including any receivable acquired by assignment from another person, against the Seller’s receivable represented by the purchase price deposit or the purchase price.
4.6. The Buyer shall only become the owner of the Goods after the full purchase price agreed to be paid for handover of the Goods is paid. The Buyer undertakes not to sell the Goods or otherwise hand them over to any third party for the purpose of transfer of the title to the Goods to such party before the Buyer acquires the title to the Goods.
5. Withdrawal from the Contract
5.1. Either contracting party may only withdraw from the Purchase Contract for the reason that the other contracting party has violated any of its obligations resulting for such party from the Purchase Contract in a material manner, or for the reason agreed in the Purchase Contract.
5.2. The Buyer’s delay with payment of the purchase price deposit, or with payment of the purchase price for more than 14 days after delivery of written notice sent by the Buyer to the Seller after the maturity period of the purchase price deposit (or maturity period of the purchase price) elapsed, will be, among other things, considered as a violation of obligations resulting from the Purchase Contract in a material manner.
The Buyer’s delay with takeover of the Goods for more than 45 days from the date the Buyer should have taken over the Goods according to the Purchase Contract will also be considered as a violation of the obligation resulting from the Purchase Contract in a material manner.
5.3. Either contracting party may withdraw from the Purchase Contract in the case that bankruptcy of the other contracting party based on a judicial decision occurs in the period before payment of the purchase price in the full amount.
6. Guarantee; Indemnity
6.1. The Seller provides the Buyer with a guarantee for the Goods.
6.2. The Seller assures the Buyer on the basis of the guarantee that the Goods handed over according to the Purchase Contract will be fit for normal use during the guarantee period.
6.3. Unless expressly specified otherwise in the Order Confirmation, the guarantee period is 24 months.
6.4. The guarantee rights shall not be established for the Buyer in the case when the defects of the Goods were caused by external events after passing of the risk and were not caused by the Seller or by the person, with the help of whom the Seller performed its obligations according to the Purchase Contract towards the Buyer.
6.5. If the Buyer incurs any damage or other harm in relation to violation of the Seller’s obligation, the Seller will be obliged to compensate the Buyer for such damage provided other conditions for establishing the obligation to pay the Buyer the damage or other harm are fulfilled, however to the maximum total amount equalling 20% of the purchase price agreed by the Purchase Contract.
However the Seller is not obliged to pay the Buyer any damage or other harm in excess of the damage or harm, which the Seller foresaw (or could foresee on the basis of the information the Seller received from the Buyer) at the moment the Purchase Contract was entered into, as a possible consequence of violation of any of its obligations resulting from or based on the Purchase Contract.
6.6. The provisions of Article 6.5. of these General Business Terms and Conditions shall not apply to cases when the damage or other harm was caused by the Seller to the Buyer deliberately or due to gross negligence.
7. Governing Law; Settlement of Disputes
7.1. The purchase contract and all the rights and obligation resulting from it, as well as the form and manner of entering into the purchase contract including its amendments are governed by the law of the Czech Republic with exclusion of the UN Convention on Contracts for the International Sale of Goods, 1980.
7.2. All disputes arising from the present contract and/or in connection with it shall be finally decided with the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic according to its Rules by three arbitrators in accordance with the Rules of that Arbitration Court.
8. Final Provisions
8.1. These General Business Terms and Conditions version 1/2022 were published on the Seller´s website (https://www.bomma.cz/terms-and-conditions) on the 26th of August.
8.2. These General Business Terms and Conditions as an integral part of the Purchase Contract shall supersede all previous agreements between the contracting parties concerning their mutual rights and obligations, which might relate to purchase and sale of the Goods according to the Purchase Contract, where appropriate.
8.3. The written form is fulfilled for the respective legal acts (Order Confirmation, Order Confirmation refusal), also when the respective legal act is recorded in an e-mail message without affixing the signature in the party’s own hand. However, the Seller is entitled to ask the Buyer to send the relevant legal act made in the form of a deed bearing the handwritten signatures of persons authorised to act on behalf of the Buyer, or alternatively to ask the Buyer to send a scan of such deed by e-mail. If the Buyer fails to comply with such a request from the Seller, the Purchase Contract shall not be formed.
