GENERAL TERMS AND CONDITIONS OF PURCHASE (GTCP)

1. Introductory Provisions
1.1. These General Terms and Conditions of Purchase (hereinafter referred to as the "GTCP") are issued in accordance with Section 1751 of Act No. 89/2012 Coll., the Czech Civil Code, as amended (hereinafter referred to as the "Civil Code"), and govern the rights and obligations arising during the purchase of goods and services by Linfer s.r.o., VAT: CZ11995165, with its registered office at Řásná No. 124, 588 56 Řásná, registered in the Commercial Register kept by the Regional Court in Brno, Section C, Insert 125726 (hereinafter referred to as the "Buyer") from its business partners (hereinafter referred to as the "Seller").
1.2. These GTCP form an integral part of every purchase contract, contract for work, or other contract for the supply of goods or services concluded between the Buyer and the Seller (hereinafter referred to as the "Contract"). Any deviating, supplementary, or conflicting terms and conditions of the Seller are non-binding for the Buyer, even if the Buyer was aware of them, unless the Buyer expressly accepts them in writing.
2. Parties to the Contractual Relationship
2.1. The parties to the contractual relationship are:
a) The Buyer: Linfer s.r.o., VAT: CZ11995165, with its registered office at Řásná No. 124, 588 56 Řásná, registered in the Commercial Register kept by the Regional Court in Brno, Section C, Insert 125726, bank details: account number: 6078551002/5500, maintained with Raiffeisenbank, a.s.
b) The Seller: an entrepreneur (natural or legal person) who, on the basis of the Buyer's order, supplies goods or services to the Buyer (the Buyer and the Seller hereinafter jointly referred to as the "Parties").
3. Order and Establishment of Contractual Relationship
3.1. The contractual relationship is established on the basis of a written order from the Buyer and its written acceptance (confirmation) by the Seller. The order can be made by post, e-mail, or by phone followed by a written confirmation.
3.2. The Buyer's order must contain the exact specification of the goods, quantity, required delivery date and place, and contact details. The Seller is obliged to confirm the order in writing within 3 working days of receipt. If the Seller fails to confirm the order within this period, the Buyer is entitled to cancel the order without any penalties.
3.3. Any changes, additions, or deviations in the acceptance of the order by the Seller shall be considered a new contract proposal and shall be binding on the Buyer only if the Buyer expressly approves them in writing. The silence of the Buyer shall not be construed as consent to a deviating performance.
4. Delivery Conditions and Transfer of Risk of Damage
4.1. The Seller is obliged to deliver the goods within the period and to the place specified in the Buyer's order. Timely delivery of goods is an essential element of the Contract.
4.2. Unless otherwise agreed in writing, the delivery terms are DDP (Incoterms 2020) to the destination specified by the Buyer. All costs of transport, packaging, insurance, and customs duties shall be borne in full by the Seller.
4.3. The Seller is responsible for ensuring that the goods are properly packed, marked, and secured for transport in accordance with their nature and applicable legal regulations so that they are protected from damage or deterioration.
4.4. Together with the goods, the Seller is obliged to hand over to the Buyer all documents necessary for the takeover and proper use of the goods (in particular, delivery note, analytical certificates, attestations, instructions for use in Czech, safety data sheets, REACH TCC, etc.). Without the handover of these documents, the Buyer is not obliged to take over the goods and shall not be in default with takeover.
4.5. The ownership right to the goods and the risk of damage to the goods pass to the Buyer at the moment of physical takeover of the goods by the Buyer at the place of delivery (not by handover to the first carrier). This provision expressly excludes and overrides any conflicting provisions regarding the transfer of risk contained in the Seller's general terms and conditions.
5. Price and Payment Terms
5.1. The purchase price for the goods is determined by agreement of the Parties in the order. This price is final, fixed, and includes all costs of the Seller associated with the delivery of the goods to the place of performance (in particular, costs of transport, packaging, insurance, and documentation).
5.2. The purchase price is stated without VAT. VAT will be charged in the statutory amount applicable on the day of taxable performance.
5.3. The right to invoice the purchase price arises for the Seller on the day of physical takeover of the goods by the Buyer and signing of the delivery note without reservations.
5.4. The maturity of a properly issued invoice (tax document) is 30 calendar days from the date of its delivery to the Buyer. The invoice must comply with all requirements of a tax document according to Czech Act No. 235/2004 Coll., on Value Added Tax. In the event that the invoice contains incorrect data or lacks statutory requirements, the Buyer is entitled to return it to the Seller for correction. In such a case, the maturity period is suspended and a new 30-day maturity period begins to run from the day of delivery of the corrected or newly issued invoice to the Buyer.
5.5. In the event of the Buyer's delay in payment of the purchase price, the Buyer is obliged to pay the Seller default interest in the statutory amount set by the applicable legal regulations of the Czech Republic. No other penalties or contractual fines for late payment are permissible.
5.6. The Seller expressly agrees that the Buyer is entitled to unilaterally offset any of its claims against the Seller (whether mature or not, such as claims for contractual penalties, discounts, or damages) against the Seller's claim for payment of the purchase price.
6. Rights from Defective Performance and Quality Guarantee
6.1. The Seller fully guarantees the quality and durability of the goods according to the specifications, technical data sheets, or certificates, and is responsible for ensuring that the goods have the agreed properties at the time of takeover and throughout the warranty period, and are free from legal and factual defects.
6.2. The Seller provides the Buyer with a quality guarantee for the goods for a period of 24 months from the date of physical takeover of the goods by the Buyer.
6.3. The Buyer is obliged to perform a routine inspection of the goods after takeover. The Buyer is entitled to report obvious defects and quantity discrepancies to the Seller within 14 calendar days from takeover of the goods. The Buyer is entitled to claim hidden defects at any time during the warranty period, but no later than 10 days after their discovery.
6.4. In the event of delivery of defective goods (obvious and hidden defects), the Buyer has, at its own free choice, the right to:
a) removal of defects by delivery of replacement defect-free goods or the missing quantity of goods,
b) removal of defects by free repair of the goods,
c) a reasonable discount on the purchase price,
d) withdrawal from the Contract in full or in relation to the defective part of performance.
6.5. The Seller is obliged to respond to the claim in writing within 3 working days of receipt. The Seller is obliged to settle the claim (including delivery of replacement goods or repair) at its own expense no later than 14 calendar days from notification, unless the Parties agree in writing on a different period.
7. Contractual Penalties and Liability for Damage
7.1. In the event of the Seller's delay in delivering the goods within the period according to the confirmed order, the Seller is obliged to pay the Buyer a contractual penalty of 0.05% of the purchase price of the delayed goods for each day of delay. This mirrors the penalty mechanisms for non-performance.
7.2. Payment of the contractual penalty is without prejudice to the Buyer's claim for damages in the full amount exceeding the contractual penalty.
7.3. The Seller is liable for all damage (including lost profit, damage caused to other property of the Buyer or third parties, and additional costs of replacement purchase) incurred by the Buyer as a result of a breach of the Seller's obligations or as a result of a defect in the delivered goods. The Seller's liability for damage is not limited in any way.
8. Force Majeure
8.1. The Parties shall not be liable for delay or failure to perform obligations if caused by circumstances of force majeure (e.g. earthquakes, floods, military conflicts, major legislative changes). A failure of the Seller's subcontractors (unless caused by force majeure), insolvency, shortage of labour, or shortage of materials shall not be considered force majeure.
8.2. The Party affected by force majeure is obliged to immediately inform the other Party in writing. If the effect of force majeure on the Seller's side lasts for more than 15 calendar days, the Buyer is entitled to immediately withdraw from the Contract in writing without any penalties.
9. Termination of Contract
9.1. The Buyer has the right to withdraw from the Contract in writing in the event of its material breach by the Seller. A material breach of the Contract by the Seller is considered to be, in particular:
a) delay of the Seller in delivering goods or services by more than 10 calendar days compared to the agreed date,
b) delivery of defective goods if the Seller does not remove the defect or does not deliver replacement goods within the claim settlement period according to Article 6.5,
c) commencement of insolvency proceedings, entry into liquidation, or threat of bankruptcy on the part of the Seller.
9.2. Withdrawal from the Contract is effective at the moment of delivery of the written notice of withdrawal to the other Party. Withdrawal from the Contract does not affect claims for payment of contractual penalties, damages, or provisions on dispute resolution.
10. Protection of Personal Data, Confidentiality, and Final Provisions
10.1. The Parties undertake to protect the personal data of natural persons obtained in connection with the conclusion and performance of the Contract in full compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR) and the related legal regulations of the Czech Republic.
10.2. Neither Party may disclose to a third party confidential information (in particular, trade secrets, technical specifications, prices, and business terms) obtained from the other Party in connection with the performance of the Contract, without the prior written consent of the other Party, except where required by law.
10.3. All disputes arising from or in connection with the Contract shall be governed exclusively by the laws of the Czech Republic and shall be resolved by the competent courts of the Czech Republic. The court of local jurisdiction for all disputes is the general court of the Buyer (Linfer s.r.o.).
10.4. These GTCP enter into force and effect on November 2, 2021.