General Commercial Terms and Conditions

General Commercial Terms and Conditions for Supply of Goods by Dinel s.r.o.

§1. GENERAL PROVISIONS

The following General Commercial Terms and Conditions (hereinafter referred to as the “Terms and Conditions”) are valid for all deliveries, fulfilment and offers of Dinel s.r.o., based at U Tescomy 249, 760 01 Zlín, Reg. No.: 634 76 886 (hereinafter “Dinel Company” or “Dinel”) unless otherwise agreed. The commercial terms and conditions of the client are valid only if Dinel confirms them in writing, by e-mail or fax. These Terms and Conditions may be amended or supplemented with effectiveness into the future, and this shall not affect the rights and obligations established prior to such amendments or supplementations taking effect. The valid version of these Terms and Conditions shall always be published on Dinel’s website (www.dinel.cz).

§ 2. PRICE OFFERS AND PURCHASE CONTRACTS

Unless otherwise specified, offers issued by Dinel to potential clients shall be non-binding, and this applies to all details in such offers, including prices, quantities, delivery terms and delivery options. Technical details, illustrations, drawings, weights and dimensions accompanying the offer shall not be binding, unless they are confirmed in writing.

The client's order shall be considered as recognised and binding when Dinel confirms it in writing via the sent confirmation of the order. Any amendments to or supplementation of an order shall be considered to be recognised and binding only after they have been confirmed in writing to the client by Dinel. The client is required to check the accuracy and completeness of all details specified in the confirmation of the order. If the details specified in the confirmation of the order differ from the details specified in the client’s order, then for the recognition of binding nature and validity the client’s written acceptance is necessary.

Only written agreements and arrangements between the contracting parties are valid. Any verbal agreements or amendments to purchase contracts shall not be taken into account unless confirmed in writing. Contractual relationship may be established also if a purchase contract (“Contract”) is entered into between both contracting parties.

§ 3. PRICES

The prices of goods are determined based on the internal price list of Dinel, based on which the price offer is created. Upon the issuance of a new price list, the validity of all previous price lists shall be cancelled, and Dinel reserves the right to make such changes even without a prior notice.

The price does not include costs incurred in relation to packaging, shipping, insurance, and VAT. The client hereby acknowledges that Dinel is a VAT payer, and therefore the price of the goods will be increased by the statutory VAT rate.

If the transport of goods is ensured by Dinel, the client is required to pay costs related to shipping, together with the purchase price of the goods. The price of shipping of the goods varies depending on the size of the shipment. For domestic shipments with whose total value exceeds CZK 20,000 (not including VAT), the client will not be billed packaging fees, and for shipments whose value exceeds CZK 40,000 (not including VAT), neither a packaging fee nor a shipping fee will be billed. The price specified in the confirmation of the order sent to the client is final and binding.

§ 4. PAYMENT TERMS

The goods shall be considered as paid by the client on the date when the paid amount is credited to Dinel’s account in full based on the price of the goods or based on the amount defined by the invoice issued by Dinel for payment, including all secondary fees and interest for default related to the particular Contract.

The price of the goods may be paid in one of the following ways:

a) payment of the purchase price by cashless transfer to Dinel’s account,

b) payment of an advance on the purchase price based on the pre-payment invoice made by cashless transfer to Dinel’s account (payment prior to sending the goods to the client),

c) payment of the purchase price in cash upon the handover of the goods by the shipper (C.O.D.).

The method of payment of the purchase price is specified in the approved confirmation of the order. In the case of an advance payment, the goods will be sent within 10 days of the crediting of the entire amount to Dinel’s account, unless otherwise agreed. The invoice will be issued on the date of sending the goods, and if other conditions have not been agreed upon, then it must be paid within 14 days of its issuance. The client is required to pay the issued invoice by the payment due date even if the client intends to submit a claim regarding the delivered goods. If the payment is not made by the due date (the date when the invoiced amount is credited to Dinel’s account in full), the client is automatically considered to be in arrears with payment.

§ 5. DEFAULT AND CONTRACTUAL SANCTIONS FOR DEFAULT

The client will not be delivered the goods unless the invoice for the previous delivery or the pre-payment invoice for the order which has just been fulfilled has been paid in full. In the case of delay with fulfilment of the order, Dinel shall be required to pay a contractual fine to the client amounting to 0.05% of the invoiced amount for each commenced day of delay. If the client is delayed with payment for the delivered goods, Dinel is entitled to bill a contractual fine equal to 0.05% of the outstanding amount for each day of delay. Contractual fines shall be due within 10 calendar days following delivery of a written notice thereof. Payment of a contractual fine shall not affect Dinel’s entitlement to compensation for damages.

For the duration of time when the client is in default with payment, Dinel shall not be considered delayed with the fulfilment of any orders, and in a such situation the client shall not be able to impose any of the aforementioned sanctions. Unless the parties reach a different agreement, the term for the delivery of goods shall be extended by the period of the client’s delay essential for the proper delivery of the goods.

In the event of a delay with payment, Dinel, at its own discretion, is entitled to withdrawal from the fulfilment of the prepared goods, may refrain from confirming newly received orders and may refrain from fulfilling already confirmed orders. Prior to further fulfilment, payment may be required in advance, namely without any sanctions billed by or any entitlements of the client established in connection therewith. This condition shall also apply if the client is not in default with payment, but if there are legitimate doubts about its solvency.

All invoices for deliveries which have been withdrawn from and which are not yet payable shall become payable immediately. No outstanding amounts may be applied by the client against the receivables of Dinel, unless Dinel approves of such a step in writing.

§ 6. DELIVERIES, DELIVERY TERMS, DELAYED DELIVERIES

A delivery is considered as handed over and accepted when the goods are delivered to the required location as per the client’s shipping specifications. The contracting parties shall complete shipping and delivery notes accompanying the goods. Dinel reserves the right to carry out the delivery by providing multiple partial fulfilment. The client undertakes to accept the delivery and inspect the goods to ensure that they are free of any defects and that they are complete and correct. Should the client discover any deviations from the order in the delivery or any apparent defects in the goods, the client must inform Dinel immediately in writing and in detail, no later than within 7 days after delivery. The client is required to take over the goods, even if the delivery is incomplete.

In the event of issuance of the pre-payment invoice, Dinel shall not be required to deliver the goods before the payment of such billed amount occurs. Delivery of the goods is also conditioned by the client's not being in arrears toward Dinel with any payment based on any other contractual relationship. For the duration of such arrears on the part of the client, Dinel shall not be considered delayed with the delivery of the goods.

If the delivery term is not agreed upon in writing, then any other delivery terms shall only be considered non-binding estimates. Unless otherwise stated, delivery terms shall be considered as fulfilled also if the goods are sent in a timely manner or if notification of the potential shipping of goods to Dinel is issued in a timely manner. The agreed delivery term shall begin at the earliest after the sending of a confirmation of the order, but not before all details are cleared up regarding fulfilment of the Contract or until the client presents all necessary documents and permits. With the issued pre-payment invoice, the agreed term allotted for delivery shall begin at the earliest when the advance payment is credited to Dinel’s account.

A request for a change of the delivery term by the client shall be considered as valid only if Dinel confirms it in writing. Dinel reserves the right to finish the delivery even before the agreed term for fulfilment. Such fulfilment shall be considered to be proper, and the client is required to accept it.

In the event of Force Majeure circumstances not caused by operating malfunctions, extension of subcontractors’ delivery terms, a lack of raw materials, energy or means of transport, labour strikes, blockades, complications during transport, directives issued by public institutions and bodies, as well as in any cases similar to these when delivery terms are not fulfilled, the delivery of the goods will not be considered delayed, even if such problems arise during either contracting party's delay with fulfilment of contractual obligations.

§ 7. TRANSPORT AND TRANSFER OF THE RISK OF DAMAGE

All shipments shall be carried out exclusively at the client’s own risk. Dinel reserves the right to select the delivery mode and method of shipment. Although Dinel makes the maximum effort to ensure the best and fastest possible delivery of shipments in accordance with the wishes of individual clients, these are not binding on Dinel. Dinel shall not be liable for any damage and is required to provide compensation for damage caused by transport or delivery of the goods. The goods will be wrapped (prepared for shipping) in a manner that is typical for the storage of the agreed goods.

If it is agreed that the shipping of goods to a destination abroad shall be ensured by Dinel, the rules of such delivery shall be governed by INCOTERMS. Within the scope of the order, the client is required to share shipping specifications. If the client is unable to fulfil this requirement, the client must notify the other contracting party within 7 business days prior to shipping.

The risk of damage to the delivery shall transfer to the client upon the handover of the delivery to the client and/or upon its handover to the shipper. If the shipment is delayed due to reasons for which Dinel is not at fault, the risk of damage shall transfer to the client when the client is informed that the goods are prepared for sending. The risk of damage to the goods shall transfer to the client even if the client refuses to take possession thereof without a serious reason. If the goods become damaged after their takeover by the client, such a situation shall have no effect on the client’s obligation to pay the purchase price, unless the damage was the fault of Dinel. In such a case, Dinel shall be liable for any damage only up to the amount of the purchase price of the goods not including VAT.

§ 8. IMPORT AND EXPORT CONTROL REGULATIONS

The contracting parties undertake to act in accordance with all valid legislation and regulations relating to import and export controls.

§ 9. WARRANTY FOR QUALITY AND EXERCISE OF RIGHTS STEMMING FROM DEFECTS

Dinel shall assume the warranty for the quality of delivered products lasting 3 years from the date of delivery of the goods to the client. The warranty period shall be extended by the period of time during which the goods could not be used within the warranty period, due to recognised and performed warranty repairs, but not later than until the client becomes required to take possession of the repaired goods. The client is required to prove entitlement to the extension of the term of warranty. Any delay with delivery of the goods not caused by Dinel shall not result in the extension of the warranty period for the quality of the goods. The warranty repairs may be carried out exclusively by Dinel, under potential sanction of a loss of the client’s entitlement to quality warranty.

The quality warranty shall not apply to faults caused by errors in production, design or material defects. Any defects or shortcomings in the goods must be reported by the client in writing promptly after their discovery or personally complained about within the warranty period, or otherwise entitlement to their elimination or repair free of charge shall expire. Dinel shall be liable solely for defects that existed already when the client took possession of the goods. Following approval of the goods or expiration of the warranty period, all warranty rights of the client shall expire.

Any complaint regarding goods submitted within the warranty period must be supported by the client, who besides handing over the defective product must also provide the original and properly completed warranty certificate issued by Dinel for the particular goods complained about along with the proof of purchase of the goods with the purchase date specified therein. Such documents and goods must be handed over or send to Dinel for checking and evaluation for the purpose of determining the legitimacy of the complaint. The costs and risk connected thereto shall be the client’s responsibility. If the complaint is recognised as legitimate, the product will be repaired or replaced by Dinel free of charge.

If a complaint is not recognised as legitimate, the client will be recommended repair of the goods at the client's expense. In the case of repair of the goods after the warranty period or in the event of a complaint not recognised as legitimate, Dinel shall remain the owner of the repaired goods until the client pays the price in full for the repair of the product (see exclusion of ownership rights).

Within the product repair process following the expiry of the regular warranty period (3 years), a warranty may be provided for the quality of repaired parts of the product, lasting 6 months from the handover of the repaired products to the client.

The warranty shall not apply to defects arising as a result of improper handling or failure to fulfil technical conditions, exceeding of permitted technical parameters, use in an improper application without a prior consultation with a representative of Dinel, nor shall it apply to natural disasters or other external influences. The warranty shall expire if the client or a third party carries out changes or modifications of the product, if it is mechanically or chemically damaged, or if the serial number is not legible.

The period allotted for the complaint resolution is 30 days from the date when the complaint is recognised by Dinel as legitimate.

§ 10. RESERVATION OF OWNERSHIP RIGHTS

The goods shall remain the property of Dinel until the purchase price and all costs connected with the delivery of the goods have been paid in full. The client is required to ensure that for the duration of reservation of ownership rights the goods are maintained in good and unused condition.

§ 11. WITHDRAWAL FROM THE CONTRACT, ORDER CANCELLATION

If within 24 hours the client partially or completely cancels an order or the Contract, or if the technical parameters of the specified goods are changed, the client will not be issued a cancellation fee.

For later cancellation of an order, the client will be billed a cancellation fee equal to 10% to 30% of the purchase price of the goods. The specific amount of the cancellation fee will depend on the type of product, its amount and the extent of its processing. The client shall be required to pay the cancellation fee based on the invoice issued by Dinel, within 30 calendar days.

If the client becomes delayed with payment of the cancellation fee, the client will be billed a contractual fine equal to 0.05% of the unpaid price of the goods for each commenced day of delay. The contractual fine shall be due within 7 calendar days following the delivery of a written request for payment thereof. Payment of a contractual fine shall not affect Dinel’s entitlement to compensation for damages arising as a result of the client having breached contractual obligations.

§ 12. RETURN OF GOODS

If the client wishes to withdraw from the contractual relationship subsequently and to return the goods, the client may do so only if the goods have not been used in any way and are in their original condition, including original packaging. The client must attach to the returned goods the original invoice and a letter explaining why the goods are being returned. For undamaged goods in their original packaging, the client will be refunded the purchase price (not including the price of shipping and packaging), from which a cancellation fee will be deducted in the amount of 15% to 50% of the purchase price of the goods. The cancellation fee will be used to cover the costs connected with the order cancellation. The amount of the cancellation fee will depend on the specific product and options for its resale and/or reprocessing into a different product.

§ 13. RESALE AND RIGHTS TO DOCUMENTS

The client may resell the goods only with the original documentation.

Dinel reserves all rights to intellectual property being documents, sketches, models, estimates of costs, electronic data and similar items (“documents”), which are provided to clients in connection with the delivery of goods. Such documents must not be disclosed to third parties, unless permission for such a disclosure is apparent based on the specific purpose of the Contract.

§ 14. DATA PROTECTION

In the case of personal data protection, Dinel shall act fully in accordance with valid legislation. The client is aware of the automated transfer, use, storage and evaluation of personal data within the scope of the contractually agreed purpose thereof and consents thereto.

If necessary due to rights to personal data protection, the client will be asked to sign a written declaration of consent to the organisational and technological protective measures, under the conditions defined by valid legislation for personal data protection. In any case, only personal data transferred for the purpose of the fulfilment of contractual obligations as well as data transferred anonymously for evaluation will be used, along with measures for ensuring quality.

§ 15. FINAL PROVISIONS

By entering into this contractual relationship, the client confirms their expression of full and unconditional consent to these Terms and Conditions and agrees to comply with them. The client and Dinel shall make every effort initially to resolve any disputes that arise between them in connection herewith through bilateral negotiations. The contractual relationship established by these Terms and Conditions is governed exclusively by the laws of the Czech Republic. In any business relationship with a foreign company, the wording of the Terms and Conditions in the Czech language shall be decisive. Should any individual provisions hereof, either in whole or in part, be found to be invalid, the rest of the provisions hereof shall remain valid. The location for the fulfilment of deliveries and for payments is the seat of Dinel, s.r.o.

These Commercial Terms and Conditions shall take effect on 1/7/2018.