1. General provisions
These General Terms and Conditions are applied without exception to all sales of goods and services by DGPack s.r.o., seated Háj 390, 798 12 Kralice na Hané, company Identification Number: 05100194, registered in the Commercial Register maintained by the Regional Court in Brno under the file number: C 107017 (hereinafter as “Supplier”) to its customers (hereinafter as “Buyer”).
These terms and conditions are valid from 25.01.2020. The General Terms and Conditions as well as the entire contractual relationship between the Supplier and Buyer are governed by Czech law in particular by Act No. 89/2012 Coll., The Civil Code, as amended (hereinafter as “Act”). All goods and services delivered by the Supplier shall be supplied under terms set forth herein and fulfilment of his obligations by the Supplier directly depends on the Buyer’s consent with terms contained in this document (hereinafter as “Terms”).
2. Conclusion of the contract
The purchase order by the buyer is considered an offer to conclude a contract. The buyer's purchase order is based on the supplier's price offer. The purchase contract is concluded by acceptance of the purchase order by the Supplier under these Terms. By acceptance of the purchase offer is meant sending the order confirmation to the Buyer. The purchase order of the Buyer is irrevocable. The purchase order is binding in terms of product specification and its quantity. Customer by sending the purchase order to supplier confirms that ordered packaging material is in compliance with all legislative requirements for its usage for packaging and sales on respective distributed markets. Customers confirms that has all rights to use logo, trademarks, slogans etc. which are printed on ordered packaging. In case that the Buyer does not have such rights to use the intelectual property rights of third parties, he is obliged to inform the Supplier immediately after receiving order confirmation. Placement of any and all orders shall be considered as implying irrevocable acceptance of these general terms by the Buyer. By sending a purchase order to the Supplier, the Buyer agrees to fully comply with these Terms. These Terms shall prevail over any provisions contained in the Buyer’s purchase order or any similar form or any documents included by reference to the Buyer’s purchase order. However, provisions in the (framework) purchase contract different from the provisions of the GTC take precedence. No provisions of any delivery order supplement or different from these Terms shall become part of any agreement between the Supplier and the Buyer unless expressly stated in a written document signed by the Supplier and the Buyer. The keeping purchasing after making amendments will mean the Buyer accepts the Terms.
3. Procedure for delivery
All delivery orders shall be good faith commitments indicating the required number of goods. No purchase order, regardless of whether submitted in response to the Supplier’s offer, is binding on the Supplier until the Supplier accepts this purchase order by issuing an order confirmation. Regardless any dates specified in the delivery order, all delivery orders shall be subjected to the standard Supplier’s performance period. Deliveries will be made depending on the availability of materials and capabilities of the Supplier. The Supplier and the Buyer shall agree on delivery time, however, any dates specified for the delivery of any goods are approximate and are not binding on the Supplier. The Supplier is not responsible for non-compliance with the delivery dates, for whatever reasons they were caused. The Supplier has the right, for technological reasons, to deviate from the agreed delivery volumes. The toleranceis up to 10%, which is considered commercially reasonable. In the case of delivery of a larger volume of goods, the buyer is obliged to pay the agreed price to the supplier for these goods. In the case of delivery of a smaller quantity of goods and termination of deliveries, the supplier is obliged to return to the buyer any overpayments for undelivered goods. Delivery shall be carried out on the Incoterms 2010 terms. The Buyer is not entitled to cancel his order referring to non-compliance with delivery time specified in the Buyer’s order. The supplier is obliged to deliver the goods to the agreed place of performance, the buyer is obliged to take over the goods at this place. Ownership of the goods passes to the buyer at the time of receipt of the goods and full payment of the purchase price. If the buyer unreasonably refuses to take over the goods, the goods are considered to be delivered on the day of an unsuccessful attempt to hand them over, the buyer is obliged to pay the purchase price, as well as any compensation for damages incurred by the supplier.
4. Payment for Goods
The price of the goods is determined by the price offer of the supplier, which the buyer received before sending the purchase order.
Payment for the goods delivered shall be made within time specified in the Supplier's invoice. Failure to pay the invoice within its due date entitles the supplier to payment of statutory interest on arrears under applicable Czech law and the right to payment of the contractual penalty agreed in the contract. In case the financial condition of the Buyer is the valid reason to doubt its solvency, the Supplier reserves the right to revise all payment terms agreed regarding current orders and require a deposit on the purchase price. The supplier has the right to suspend all deliveries if the buyer is in delay with payment for more than 30 days.
5. Property in the Goods and risk of loss and destruction of Goods
Property of the Goods shall be retained by the Supplier until full payment for the Goods by the Buyer. The buyer is not entitled to dispose of the goods in any way until full payment of the purchase price, in particular to transfer it to third parties. The risk of loss and accidental loss of the Goods shall be transferred to the Buyer in accordance with the specified delivery terms. The buyer is obliged to compensate the supplier for any damage caused to the goods by its loss, destruction or damage until full payment for the goods.
6. Acceptance of the Goods
The Buyer is deemed to have finally inspected and accepted the products without defects within ten (10) days of receipt. Any deficiencies in quality or quantity of the Goods should be reported, if any, before expiration of the specified period. Claims of the Buyer in respect of any such deficiency that has not been discovered and reported or discovered after 10-day period will be rejected.
Supplier guarantees that manufactured products comply with European legislation on food packaging and agreed speсifications. Storage conditions and warranty period are defined in specifications. Warranty period is counted from the manufacturing date. Quality parameters of flexible packaging produced by DGPack must meet agreed client's specification or, in case of absence, technical data sheet issued by DG Pack.
8. Limitation of liability
The Supplier’s liability shall be limited by the total value of delivered goods. The Supplier shall under no circumstances be liable for any costs, losses and lost profits of the Buyer. The Supplier’s liability limitation shall be extended to the Supplier’s subsidiaries, distributors of its products, as they may have any obligations to the Buyer or any other users of the Supplier’s goods.
9. Changes to these Terms
These Terms may be amended or supplemented only by a separate, signed agreement, directly modifying or supplementing one or more provisions of these Terms and signed by duly authorized representatives of the Supplier and the Buyer.
10. Validity of individual provisions of the Terms
If any of the conditions and terms contained herein is deemed invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provision of these Terms.
11. Applicable law and place of jurisdiction
These Terms shall be governed by the law of the Czech Republic except the provisions of this law on conflict of law rules. The Seller and the Buyer shall exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (1980) any related document in respect to their relations. Any dispute arising or related to relations to which these terms apply must be resolved exclusively by the competent court according to the registered office of the Supplier.
12. Other provisions
The Buyer is not entitled to assign the rights arising from purchase contract to a third party without the Seller's prior written consent. In case of multiple language processing of these conditions, the Czech version shall always prevail.