1 RIGHTS AND DUTIES OF PARTIES TO THE CONTRACT
1.1 The Contractor agrees to perform at his own expense and risk the work duly for the Customer and to hand it over to the Customer by the stated deadline. The Customer agrees to accept the subject of the work and to pay the agreed price.
1.2 As specified in the Work Contract, Article III (Handover of source materials), the Customer is obliged to hand over the items and instructions for performing the work (hereinafter “the source materials”) in the quality and quantity needed for proper performance of the work to the Contractor. Should the Customer fail to do so, the Customer will be deemed in default.
1.3 Should a Customer’s unsuitable source materials obstruct the proper performance of the work, the Contractor will be obliged to interrupt the performance of the work in the necessary scope until the Customer’s source materials are replaced or until a written note is received that the Customer insists on work performance using the current source materials. The deadline for the completion of the work will be postponed by the period of time for which the performance of the work had to be interrupted – until the time when the Contractor will be able to continue performing the work with respect to his current possibilities, unless a new deadline for the completion of the work is agreed between the Contractor and the Customer in form of a written amendment to the Work Contract. The Contractor is eligible to the reimbursement of the cost associated with work performance interruption or with the use of unsuitable production source materials prior to the time when their unsuitability could be discovered.
1.4 Should the Customer having been notified of the unsuitability of the handed over source materials require the Contractor to correct or re-create the source materials and should the Contractor do so based on a written application, the Contractor will be entitled to reimbursement for the cost associated with the performed correction or re-creation. Such reimbursement will be charged by the Contractor together with the price for the performance of work, unless agreed in writing otherwise between the Contractor and the Customer.
1.5 Should the Customer be delayed in supplying the production source materials or should he fail to respond immediately to Contractor’s notice about the handed over source materials being unsuitable, it will be deemed a serious infringement of the Contract for which the Contractor will be entitled to withdraw from the Contract, unless a new deadline is agreed in form of a written amendment to the Contract or a different arrangement made between the parties.
1.6 The production source materials handed over by the Customer to the Contractor for the performance of the work remain the Customer’s property. Source materials for the already completed work will be stored with the Contractor and returned to the Customer upon his request in writing after the full price of the work has been paid. Until the full price of the work is paid, the Contractor will hold the right of retention to the production source materials handed over to him by the Customer – in accordance with provisions of § 1395 and following of the Civil Code.
1.7 The Customer is obliged to make sure that the publication bears the data as prescribed by the law (§ 2, Act No. 37/1995, Coll.).
1.8 The Contractor will be specified in the following form in the publication:
Printed and bound by: Finidr, s.r.o., Český Těšín.
1.9 In case of failure to meet the provisions of article 1.8, the Contractor reserves the right to add the missing information.
2 DELIVERY AND PAYMENT TERMS
2.1 The Contractor will be entitled to charge the price for the work on the day he fulfils his duty to perform the work, completes it duly and hands the work over to the Customer under the conditions as specified in the Work Contract.
2.2 The Customer will be in defaulting of the acceptance of the work if he, in contravention of his duties, fails to accept a duly completed and offered work from the Contractor. In case of such Customer’s failure to accept the work, the Contractor will be entitled to charge the price for the work on the day when the Customer was in default of his duty to accept the work.
2.3 The price for the work will be payable based on a Contractor’s invoice-tax receipt and the Customer agrees to pay it by the due date specified on the invoice-tax receipt), unless a different payment period is agreed in the Contract. In case of doubt, the invoice-tax receipt is assumed to be delivered to the Customer on the third day commencing its posting by the Contractor to the Customer’s address as specified in the Contract.
2.4 For the case of Customer’s delay in paying the price for the work based on a Contractor’s invoice-tax receipt or its part, a contractual penalty of 0.1% of the sum specified on the Contractor’s invoice-tax receipt per each day overdue has been agreed between the Contractor and the Customer.
2.5 Should palettes owned by the Contractor be used for the work shipping, they will be kept on the books as returnable packages and will be returned by the Customer within 30 days commencing the date of shipping as specified on the delivery note. Should the Customer fail to return the palettes within the set period, they will be invoiced to the Customer at a price of CZK 440 per unit (+ VAT) and the Customer agrees to pay the invoiced price for the unreturned palettes to the Contractor within the due period as specified on the invoice.
3 PERFORMING AND HANDING OVER THE WORK
3.1 The place of performing the work will be the Contractor’s production premises at his residence in Český Těšín.
3.2 The place of the work handover to the Customer will be the Contractor’s production premises at his residence, unless otherwise specified in the Contract. The obligation to accept the work will lie on the Customer or on a third party authorised to do so in writing. If the Customer does not accept the subject of the work at the Contractor within the stated deadline, he is delayed and for the period of his delay the Customer bears the risk of damage to the work, whether the damage arises from any cause.
3.3 If the Contract states a Contractor’s duty to ship the work to a location specified by the Customer (Customer’s warehouse) or to another location (such as a distributor’s warehouse), the Customer agrees to present the Contractor with a written distribution list three days before the completion deadline at the latest. Such a distribution list must contain the following data: the address of the handover location (distributor’s name and residence) and the name of the representative authorised to accept the work.
Should the Customer fail to do so, the Contractor’s production premises at his residence are hereby agreed as the place of the work handover to the Customer. In such a case, the Contractor’s duty to hand the work over will be fulfilled by Contractor’s sending a written request to collect the work to the Customer.
3.4 If the Contract specifies that the Contractor will be obliged to ship the work to a place specified by the Customer, the Contractor’s duty to perform the work will be considered as fulfilled by handing the work over to the shipping company, unless the Contract states that this duty of the Contractor will be fulfilled by handing the work over at a location to which it is to be delivered in accordance with written instructions (distribution list) as received from the Customer.
3.5 The risk of damage to the work will be transferred to the Customer by the act of handover.
3.6 The Customer will be obliged to visually inspect the subject of the work as soon as possible after the transfer of the risk of damage to the work and make sure on its properties and quantity. If the subject of the work is sent to the destination specified by the Customer, the Customer may postpone the inspection until the subject of the work is delivered to the destination.
3.7 The Customer is obliged to state in writing any reservations during the takeover of the subject of the work. Otherwise, it is considered that the Customer took over the subject of the work without reservation.
3.8 The Contractor reserves the ownership rights to the subject of the work. The Customer becomes the owner of the subject of the work on the day of paying the full price of the work.
4.1 Possible complaints of faults in the subject of the work can be made by the Customer in writing without undue delay after discovery, but within 20 days after the subject of the work handover at the latest. The Contractor will make his statement to it within 10 days commencing the date of the complaint.
4.2 The Contractor will not be liable for faults in the subject of the work if these are caused by the use of items received for the performance of the work from the Customer. Neither will the Contractor be liable for faults caused by observing unsuitable Customer instructions, provided that the Contractor has pointed out the unsuitability of such instructions and the Customer insists on their observance, or if the Contractor could not have discovered such unsuitability.
4.3 The Contractor is not liable for faults generated by improper storage or handling of the subject of the work after the Contractor has fulfilled his duty to perform the work.
5 OTHER ARRANGEMENTS
5.1 The quantity of the actually supplied work may differ from the quantity agreed in the Work Contract this way: by 4% with a volume of 1 000 copies, by 2% with a volume up to 20 000 copies and by 1% with a volume of over 20 000 copies. Should the Customer reject this possible undersupply, the Contractor will be allowed to supply double the quantity of the above difference over the contracted quantity. Should the Customer reject the possible oversupply, the Contractor will be allowed to supply double the quantity of the above difference below the contracted quantity.
5.2 Should production in progress be stopped at the Customer’s request or should the Customer restrain the Contractor from continuous work with repeated delays, the Contractor will be allowed to withdraw from the Contract and to charge all costs incurred plus a 10% fee as a reimbursement for the profit loss.
5.3 The Contractor will also be allowed to change the delivery date or to withdraw from the Contract in case of delayed payments for previously supplied products, i.e. if payments were not made within 20 days after the due dates as specified on invoices.
5.4 Should any of the contractual parties not be able to honour its duties stipulated in this Contract due to Force Majeure (such as acts of God, malicious acts of third parties, etc.), such a party will be freed from its duties stipulated in the Work Contract for the period of existence of such a hindrance.
5.5 The Customer is responsible for owning the licence to copy and distribute the work.
5.6 If any contractual party sends a consignment with the use of postal service, it is considered that the consignment has arrived on the third working day after sending. However, if the consignment is sent to the address in another state, it is considered that the consignment has arrived on the fifteenth working day after sending.
5.7 The contractual parties expressly agree the limitation period for exercising the rights from this contract lasts three (3) years and shall commence from the date on which the right may be exercised for the first time.
5.8 The Customer expressly declares that he takes over a risk of a change in circumstances within the meaning of § 1765 of the Civil Code.
5.9 The Customer is not entitled to unilaterally set off any of its claim from this contract against the Contractor´s claim.
6 FINAL PROVISIONS
6.1 Legal relations not stipulated in this Contract will be resolved in accordance with the provisions of Act No. 89/2012 Coll., The Civil Code, as last amended.
6.2 The content of the Contract is binding for both parties. The content of the Contract can not be changed other than in writing. If the Contract or Business Terms and Conditions require an obligation for contractual party to sent in writing, notify in writing, transmit in writing or express in writing, the written form is also maintained when the legal act is made by electronic or other technical means enabling the capture of its content and the determination of the acting person, unless the contract stipulates otherwise.
6.3 For the validity of the legal act made in writing is required the signature of both parties to the contract. Signature of the acting person may be made by electronic means pursuant to special legislation.
6.4 The Customer expressly declares that the mutual benefits provided for the Contractor is not in grossly disproportionate to what the Contractor provided to the Customer.
6.5 Pursuant to Section 2 of Act N 216/1994 Coll., providing for arbitration proceedings and performance of arbitration awards, as last amended, Contractor and Customer agreed that all disputes arising from the contract that cannot be settled before trial shall be submitted to the Arbitration Court at the Economic Chamber of the Czech Republic and the Agrarian Chamber of the Czech Republic in Prague and decided by the sole arbitrator who shall be appointed by the President of the Arbitration Court for this purpose using legal regulations of the Czech Republic, particularly Act No. 89/2012 Coll., as last amended.
6.6 Contractor and Customer further agreed that the arbitration clause negotiated above in the clause 6.5. of the general terms and conditions shall not be applied in the case that Contractor decides to apply his pecuniary entitlement towards Customer in the proceedings on the European Payment Order in accordance with the Regulation No 1896/2006 of the European Parliament and of the Council (EC).
6.7 The Contract comes into force on the day of signing by both contractual parties.
6.8 The Contract has been printed in two copies of which each party will receive one.