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Terms and Conditions

EUROCONTRACTS S.R.O. GENERAL TERMS AND CONDITIONS FOR SALE

Subject of the General Terms and conditions for sale

The following conditions regulate the sale of products (hereinafter referred to as: Products) by Eurocontracts s.r.o. (hereinafter referred to as Eurocontracts).

General

Customer´s General terms and conditions shall apply only if and when expressly accepted by Eurocontracts in writing.  The Quotation and Purchase Order together with these General Terms and conditions and any attachments constitute the agreement between Eurocontracts and the Customer. The Documents, prices, offers, technical documentation shall be not disclosed to any third parties without Eurocontracts prior consent and shall be upon request returned to Eurocontracts when the contract is not awarded or is terminated.

Prices lists and other marketing documents are non-binding. Marketing documents and price list are subject to change at any time.

Purchases Orders are accepted only if have been confirmed in writing by Eurocontracts or upon delivery of the ordered goods. In this case the bill of delivery or the commercial invoice shall be serving as the confirmation of order. Orders placed by Customer and accepted by Eurocontracts may be cancelled only with the consent of Eurocontracts and are the subject of cancellation charges and/or re-stocking fee of thirty 30% . It is expressly understood that the Customer’s conflicting terms and conditions of purchase or sale are not applicable.

Price and Terms of Payment

All Products are quoted and sold EX-Works Prague in accordance Incoterms 2010, value added tax shall be added at the applicable rate. Packaging costs has been charged at actual cost.   All invoices shall be paid without any deductions and within the date of payment (due date) and in the currency indicated at the Invoice.  Eurocontracts has right to correct obvious computing or typing errors even for invoices already issued and paid in the original amount. If the invoice is not paid by the due date, then Eurocontracts reserves the right to charge penalty fees for late payments in the amount of 0,15 % per day on such unpaid amount from the date payment fell due to the actual date of payment (both dates inclusive). Date of payment is understood the date, when the payment is on the Eurocontracts´s account. Products shall remain the property of Eurocontracts until Eurocontracts has received full payment in accordance with the Purchase Order, and title and ownership of the Products shall pass to the Customer upon receipt by Eurocontracts of such payment. Eurocontracts s.r.o. do not acdept the sharing of charges (SHA) for foreigh bank transfers. All charges must be covered by the Customer (in accoung of buyer - OUR).

 

Delivery dates and schedules shall be binding only if confirmed in writing by Eurocontracts.  Delivery schedules start to run upon confirmation and delivery dates are approximate only. If Eurocontracts has reason to believe that the performance of its obligations will be delayed, Eurocontracts shall promptly notify Customer of the estimated period of delay. Partial Shipments are allowed, unless they are unreasonable to accept for the Customer.

 Circumstances outside of Eurocontracts control, including but not limited to circumstances which are attributable to Customer such as delay in payment or delay of any of Customer undertakings causing Eurocontracts a delay,  shall entitle Eurocontracts to postpone any of its undertakings until such delay is cured by Customer. Eurocontracts will not be liable for any delays in delivery or for damages suffered by Customer by reason of such delays. Partial delivery may be made at the option of Eurocontracts. Eurocontracts shall have no liability for damages arising out of the failure to keep a projected delivery date, irrespective of the length of the delay and Customer shall not be entitled to cancel any order of the basis of such delay. 

Impossibility of performance

To the extent that Supplies are impossible to be cared out, the Customer shell be entitled to claim damages, unless Eurocontracts is not responsible for the impossibility. The Customer’s claim for damages shall however be limited to an amount of 10% of the value of the part of the Supplies which, owing to the impossibility and was paid by Customer and, cannot be put to the intended use. The right of the Customer to cancel the contract shall remain unaffected.

 

Acceptance of the goods and Risk

Risk of loss and damage to the Products shall pass to Customer upon the notification of readiness for pick-up. Eurocontracts will pack and prepare all deliveries to protect the goods against damage during transport but Eurocontracts does not guarantee against such damage. Such damage claims shall be made by Customer on carrier. The Customer shall be responsible to buy cargo insurance. The Customer is obligated to accept the goods ordered unless such goods have obvious technical defects.  If the acceptances of the goods by Customer is more than 1 week or if the customer seriously and finally rejects acceptance or if it becomes obvious that the customer is not able to pay the purchase price Eurocontracts will refuse performance of the contract. Upon this period Eurocontracts is entitled to rescind the contract in writing or to claim damages.

Warranties:

Eurocontracts warranty is stated in the Quotation and run from the date of the delivery of the Products to the Customer on the Terms of Delivery indicated in the Quotation or Invoice.  The customer is obligated to examine immediately the goods delivered  for any damage in transit immediately upon receipt and to report any such damage without delay to the carrier and to Eurocontracts and to make a note on the confirmation of receipt. Claims raised later will not be recognized. A written notice of defects must be given within one week of delivery regarding all obvious defects. Eurocontracts warrants that Products shall be free from defective material, design or workmanship under normal use and service and not due to wear or weather conditions, provided they are maintained in accordance with Producer instructions. After conclusion of the Warranty period, any and all obligations and liabilities of Eurocontracts defects shall end. Eurocontracts warrants repairing, correcting or replacing any defective Products or parts during warranty period. If it is impossible to repair, correct or replace the faulty parts Eurocontracts will compensate the value of faulty parts, which is impossible repair, correct or replace. Claims based on Defects are subject to a limitation period of warranty indicated in Quotation or Invoice. The Warranty period for FSO, Point-to-Point and Point to Multipoint equipment is 12 months.  The Customer shall notify Defects to Eurocontracts and Eurocontracts hall first be given the opportunity to supplement it or repair. Eurocontracts may require defective parts to be returned, freight pre-paid to establish the warranty.

This warranty shall apply only if:

•          the Products are not modified or changed without written approval of Eurocontracts

•          Customer has sent Complaint protocol with information about such defects, non-conformities or deviations of its discovery by customer

•          such defect, non-conformity or deviation was not caused by interworking or interoperable equipment or other products not supplied under Contract

•          such defect, non- conformity or deviation was not caused by abuse, misapplication or external influences and Eurocontracts  has right to inspect and remedy such       defect, non-conformity or deviation.

All transportation costs and risk of loss incurred with respect to the repair and/ or replacement of defective goods shall be borne by Customer when returned to Eurocontracts and Eurocontracts when returned to Customer, transportation being by normally scheduled carrier, unless otherwise agreed.

Regulatory compliance

Sale and delivery of exported Products may be subject to export regulations of the European Union and/ or United States of America and Customer. By acceptance of delivery of this order, Customer warrants it has complied with all applicable governmental, statutory and regulatory requirements and will furnish Eurocontracts with such documents as maybe be required.

Force Majeure

Eurocontracts shall not bear any liability resulting of Force Majeure "Force Majeure" shall mean any event beyond Parties reasonable control which occurs after the date hereof, wasn’t reasonably foreseeable at the date hereof and the Parties couldn’t reasonably overcome its results.

Without prejudice to the generality of the foregoing, the following events shall be considered as Force Majeure: war, riot, civil unrest, governmental acts (including but not limited to restrictions of currency control laws and acts), natural disasters and exceptional weather conditions, accidents, embargos or requisitions (acts of government) including non –availability of an export license for the products of any part there of or visa and permits for Eurocontracts´ s personnel or delays in the performance of its subcontractors caused by any such circumstances as referred to this Articles. Should a cause of force majeure continue for more than three months, Eurocontracts shall have the right to terminate the purchase order or contract.

Applicable law

Sole venue for all disputes arising directly or indirectly out of the contract shall be Eurocontracts place of business. Legal relations existing in connection with this contract shall be governed by Czech substantive law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). 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 by one arbitrator appointed by the President of the Arbitration Court."