Terms and conditions of delivery and payment
The English text of these Terms and Conditions of Delivery and Payment is a courtesy translation. The Czech version of the "Všeobecné obchodní podmínky" is deemed the only legally binding text.
1. General provisions
1.1. These general terms and conditions (hereinafter referred to as "GTC") shall govern usual
business cooperation between Cellofoam CZ s.r.o. (hereinafter referred to as the “Seller”)
and its customers (hereinafter referred to as the “Buyer”) and apply to all relationships of
the Seller in which they are referred to.
1.2. Any written contractual arrangements between the Seller and the Buyer may exclude the
application specific provisions of these GTC, such an arrangement does not affect the
validity of other provisions of GTC.
1.3. Different business conditions of the Buyer shall apply only if they are expressly recognized
by the Seller.
1.4. The delivered products meet only the standards, directives and tests that are listed in the
current technical data sheets or which have been expressly agreed in writing with the
Buyer. Buyer does not expect any properties of the products or their use, if there were
no such properties expressly agreed in writing.
2. Conclusion and definition of the purchase contract
2.1. The purchase contract is concluded on the basis of a binding order of the Buyer and its
written confirmation by the Seller.
2.2. The order must be delivered to the Seller in writing, by fax, letter or electronically
(by e-mail). When sending the order electronically, the signature replaces the name
of the person who is sending the order. Confirmation of the order will be performed by
an authorized employee of the Seller no later than 3 working days after delivery of the
order and in the manner agreed with the Buyer.
3. Prices, payments
3.1. The price of the goods, unless otherwise specified in the offer or framework contract,
means “from stock of the Seller ”, i.e. it does not include the cost of transporting the
goods to the Buyer.
3.2. All prices are without statutory value added tax (VAT). It is included VAT is charged at the
current statutory rate.
3.3. The Buyer is obliged to pay the purchase price for the delivered goods by non-cash transfer
to the account she Seller stated on the issued tax document, or in cash upon delivery of
3.4. In the case of a non-cash transfer, the purchase price is considered paid at the time of
crediting the relevant amounts in favor of the Seller's account specified on the invoice.
3.5. Proof of payment in cash means an invoice on which it is stated that the payment will
be made in cash.
3.6. The purchase price for the delivered goods is payable by the date stated on the issued invoice.
3.7. The Buyer is obliged to pay the Seller the purchase price according to the rules set out in
these GTC, if he has not agreed on deviating payment terms with the Seller. In the event
that the Buyer finds himself in delay with payment of the purchase price or part thereof,
is obliged to pay a contractual penalty in the amount of 0.05% of the amount due for each
day of delay.
4. Delivery of goods, delivery times
4.1. The seller is entitled, at its own discretion, to estimate the delivery date according to the usual
practice. The delivery period begins on the day when the purchase contract is concluded, or
from the moment when The Seller will receive all documents and data that the Buyer has
undertaken to provide.
4.2. Failure to deliver the goods within the delivery period does not entitle the Buyer to
compensation for damage in excess of the agreed one or stated in legal provisions, or for
non-fulfillment of other contractual obligations towards the Seller. However, the Buyer is
entitled to withdraw from the contract in writing if the Seller is unable to deliver the ordered
goods even within a reasonable additional period agreed in writing with the Buyer.
4.3. The delivery period will be extended by such a time in which the Seller’s contractual
performance is delayed due to force majeure on the production of the Seller or its suppliers
as well as in cases when the production is disrupted by labor disputes, strikes and
lockdowns. The Seller undertakes to inform the Buyer about the circumstances mentioned
above immediately. If the situation due to force majeure lasts longer than 3 months, both
the Seller and the Buyer are entitled to terminate the contract.
4.4. The Seller may also proceed with a reasonable extension of the delivery period when it is the
Buyer is in arrears with the fulfillment of its contractual obligations towards the Seller.
4.5. If the Seller and the Buyer have agreed on a contractual penalty for late performance, then the
Seller obliged to pay this contractual penalty only if this late performance was caused
intentionally or negligently and if the Buyer provides proof that he suffered damage as a result
of this late performance. The contractual penalty must never exceed the damage actually
suffered by the Buyer.
4.6. The Seller is entitled to partial performance to a reasonable extent.
5. Transfer of risks and property rights
5.1. All risks associated with delivery of the goods delivered by the Seller shall pass to Buyer
at the time when the goods are considered delivered. Risks during loading, transport,
unloading of the goods as well as the cost of insurance of the goods shall be borne by
the Buyer, even in cases it is performed by the Seller.
5.2. All industrial and intellectual property rights to the goods or rights related to delivered the
goods or documents, products and / or services in connection with the delivered goods
remain the property of the Seller or authorized third parties.
6.1. The Seller is responsible for the quality of the goods to following extent. In case of defects
in the construction, material or finishing which are found during the warranty period of
twelve months and when the Buyer‘s claim is duly submitted, the Seller shall, at its own
discretion, deliver the goods again without other costs or repair the goods in question
free of charge, or return a reasonable portion of price payed by the Buyer. As regards
obvious defects the Buyer is obliged to submit a claim at the latest during inspections
or tests, or if this inspection or tests have not been agreed, in writing within fourteen
days from the delivery, with failure to meet this deadline, any claim against the Seller
expires. Claims in relation to other defects must be submitted in writing within fourteen
days of their occurrence, otherwise there is a risk of loss of entitlement against the
Seller. Any right to warranty expires if:
6.1.1. the Seller 's instructions for storage, location, installation, assembly, maintenance or
use haven‘t been followed;
6.1.2. the delivered goods are not used properly or otherwise than in accordance with the
agreed or usual purpose;
6.1.3. the Buyer or a third party not authorized by the Seller has made modifications to the
delivered goods that are not in accordance with the normal use and purpose of the goods;
6.1.4. the Buyer has not fulfilled its obligations to the Seller, which result from the contract,
or failed to fulfill them properly and on time.
7. Final provisions
7.1. All relations between the Buyer and the Seller not regulated by these GTC shall be
governed by the contract concluded between the Seller and the Buyer and the provisions
of Act No. 89/2012 Coll. the Civil Code.
7.2. Czech law applies to all contractual and non-contractual relations between the Buyer and
the Seller, the application of the United Nations Convention on Contracts for the International
Sale of Goods (CISG) is excluded.
7.3. All disputes that may arise on the basis of or in connection with the contract between the
Seller and the Buyer, will be resolved by the competent Czech court. Locally competent
court will be determined according to the registered office of the Seller on the day of filing
7.4. If one or more provisions of these GTC are or become invalid for any reason validity of other
provisions of these GTC shall not be affected.
7.5. By signing of the contract, the Seller and the Buyer express their consent to these GTC
and undertake to they will act in accordance with them.
These general business conditions are valid from 01.05.2021.