General Commercial Terms and Conditions

Transcription

1 Valid and effective from Page 1 of 5 General Commercial Terms and Conditions of realization of supplies and withdrawal of products and services (hereinafter referred to as the GCTC ) supplied by company Smurfit Kappa Olomouc s.r.o., Reg. No.: , Tax ID No.: CZ , having its registered place of business at Olomouc, Holice, Průmyslová 799/18, Postal Code: , registered in the Register of Companies administered by the Regional Court in Ostrava, section C, insert (hereinafter referred to as SKO ) I. 1. The GCTC define and specify rights and obligations of SKO as the vendor on one part, and rights and obligations of third parties as the buyers on the other part (hereinafter referred to as the Customer ) and in its current version form the contents of the Purchase Agreement, or, form an integral part of the Purchase Agreement. Unless expressly stated otherwise in the particular Purchase Agreement, the relations between SKO and the Customer are governed by these GCTC. II. 1. The GCTC govern the commercial contractual relations between SKO and the Customer that will or may rise in the future in connection with supplies and withdrawals of products, goods and services (hereinafter referred to as the Products ) supplied by SKO to the Customer. Both Parties undertake to respect and observe the rights and obligations arising from these GCTC, from other prospective agreements between the Parties, and from arrangements contained in particular Purchase Agreements concluded afterwards. 2. A particular Purchase Agreement is considered as particular contractual relation in which SKO sells the Product to the Customer upon the Customer s order and the Customer undertakes to withdraw and pay the Product under this particular Purchase Agreement and these GCTC. If the particular Purchase Agreement contains any provision discrepant from the GCTC, the provisions stated in the particular Purchase Agreement in relation to this business transaction shall take precedence over the provisions of the GCTC. 3. These GCTC are valid and effective from The GCTC are publicly available at SKO is obliged to publish at any change of GCTC not later than 30 days before its coming into force. SKO is obliged to announce the current Customers on changes in the GCTC. III. 1. Each delivery of Products from SKO to the Customer shall be realized upon written particular Purchase Agreement or upon meeting following consecutive conditions: a) the Customer will send written order of the Products (hereinafter referred to as the Order ) via fax, or by post, including in particular: type of the ordered Product and its demanded quantity; technical specification of the ordered Product, in particular quality of the corrugated cardboard (cardboard designation under SKO standards): - colours of surface layers, - type of flute or combination of flutes with indication of inner flute - for standard types number of cardboard or number of inner fittings according to international classification FEFCO, - for more complex (customized) demands the Customer shall send technical drawing or physical sample of the demanded cardboard, - internal dimensions of the cardboard in mm in following order: length, width, depth, - method of make (jointing glueing, sewing, etc.), - specification of printing and varnishing, - method of packaging and transportation; - (For order already realised in the past it is possible, while stating technical specification of the ordered Product, to mention only the number of design drawing or name of the item with indication 1 / 5

2 Valid and effective from Page 2 of 5 of dimensions, or to mention number of the SKO Product from the previous particular Purchase Agreement) desired date of delivery of the Product; location and eventually time for delivery of the Product; date of order; fax number or address on which the Customer will receive correspondence from SKO; stamp and signature of the authorized person of the Customer. b) SKO is obliged to confirm without unreasonable delay the Customer s order via or fax sent to the address stated in the Order, whereas SKO shall specify the price of the ordered Product, supply quantity tolerance, transport specification and payment conditions, eventually proposed changes against the Order, and shall append its signature, date, and signature (hereinafter referred to as "the Order Confirmation"). c) If SKO receives a written consent of the Customer with the Order Confirmation (hereinafter referred to as the Customer s Consent ), the particular Purchase Agreement is considered to be concluded. 2. If the Customer made any changes in the Order Confirmation, SKO must send to the Customer ed or faxed consent with such proposed changes for regular conclusion of the Purchase Agreement. In such case the particular Purchase Agreement is considered concluded only after the consent of SKO with changes made in the Order Confirmation on the part of the Customer. 3. In case of delay of the Customer with sending the Customer s Consent (later than 24 hours from receipt of the Order Confirmation) the final date of manufacture and shipment/delivery of the Product can be specified by SKO only upon receipt of the written Customer s Consent. IV. 1. In case of new Products SKO shall provide the Customer with technical drawing of the Product or physical sample of the Product made on plotter for inspection of desired dimensions and quality of design. In witness of approval the Customer shall sign the drawing or physical sample that are deemed to be integral part of specification of Customer s requirements, unless otherwise stated in the particular Purchase Agreement. The confirmation of technical drawing of physical sample realized via or fax is also deemed to be approval of the Order. The approval of new Products with printing is also the approval of proof CGS according to Fogra 39L (hereinafter referred to as "the Printing Proof"). The Order can be put into manufacture only on the grounds of the Printing Proof. 2. In case that the ordered Products includes printing/cutting-out, SKO shall offer the Customer ensuring graphic processing of printing in electronic form (hereinafter referred to as "the Graphic Works") and ensuring printing/cutting-out tools (hereinafter referred to as the Tools ) with presentation of price for Graphic Works and Tools. In case of written/fax approval of the Customer is by the receipt of the Customer s Approval concluded amendment to the particular Purchase Agreement (hereinafter referred to as the Amendment ). Prices according to Amendment are part of the price quotation for the given Product or purchase prices according to particular Purchase Agreement. In case of conclusion of the Amendment SKO shall let make and supply the Graphic Works and the Tools. Further costs on maintenance, storage and recovery of Tools shall be borne by SKO. The Customer acknowledges that in case the Amendment is not concluded SKO cannot initiate the manufacture of Product until the moment at which the Customer provides his own printing/cuttingout tools according to respective technical specification of SKO. Until then the agreed delivery period and the common delivery period do not run and SKO is not in delay with performance of the particular Purchase Agreement. 2 / 5

3 Valid and effective from Page 3 of 5 The Customer undertakes that within 12 months after the last use of the Tools he will ensure disposal of these unused Tools from the storage area of SKO upon SKO s request to disposal or liquidation of these Tools. In case the Customer does not ensure disposal or liquidation of these Tools after delivered request and within a reasonable period of time the Customer thereby grants approval to SKO to dispose of the Tools at the Customer s expense. V. 1. SKO undertakes to deliver the Product to the Customer on pallets (hereinafter referred to as "the Pallets"). The Pallets (their type and quantity) shall be stated by the delivery note of the Product. By accepting the Product are the Pallets considered accepted as well. The defects on Pallets have to be reported in the delivery note. The price for Pallets shall be invoiced together with particular Purchase Agreement. The Customer is obliged to pay the invoiced price for the Pallets. SKO undertakes to withdraw the Pallets in quantity delivered to the Customer and in state corresponding to the state in the moment of handover to the Customer. On the grounds of such withdrawal SKO shall issue a credit note to the Customer corresponding to the price of returned Pallets. VI. 1. The delivery of Product is considered to be its delivery on the place of delivery stated in the particular Purchase Agreement. The delivery is done according to INCOTERMS 2010, i.e. that the purchase price includes both the price of goods and the costs on transportation to the place of delivery. The Customer is obliged to duly take over the delivered Product. In case of infringement of this obligation of the Customer the Product is considered delivered by delivery of the call for its withdrawal at the business premises of SKO. 2. If SKO is not obliged to deliver the Product within a given period of time under the particular Purchase Agreement, then the Product is delivered to the Customer at the moment when the Product is ready for withdrawal at the business premises of SKO. In that moment the risk of damage of the Product passes on the Customer. In case the Customer does not take over the Product duly and in time, in such case SKO is entitled to charge storage charge in the amount of CZK 10 per pallet and day. The Customer is obliged to pay the handling charge and costs on transportation of the Product to the warehouse. SKO is obliged to deliver the Product within the agreed deadlines, in quality and design that correspond to generally binding legal regulations and to the Specification of quality of particular SKO products. Under condition of unchanged price SKO is entitled to deliver the Product of higher quality than was agreed in the particular Purchase Agreement. The Customer is obliged to accept the Product in the full extent of the supply, whereas the allowed tolerance of the actual delivery from the Order, respectively from the particular Purchase Agreement, amounts to +/- 10%. 3. While accepting the Product the Customer is obliged to thoroughly check and inspect the Product and to report any visual defects of the Product including damage of package and Pallets to the delivery note. 4. If the Customer give authorization to its employee or to a third party to take over the Product at the business premises of SKO, these persons are obliged to follow the instructions of responsible persons of SKO that are security guard and dispatch workers. The Customer acknowledges that in the entire business premises is applied ban on smoking. The Customer is obliged to instruct the authorized employee or the empowered third party on this ban. 5. The Products and packaged, bunched, labelled and loaded on the pallet as is usual and suitable for the given type of Product and transport method. 6. After the take over of Product the authorized person of the Customer is obliged to confirm the take over in writing on the delivery note or on other accompanying document and to mention his/her name, surname, and ID card number. The Customer's representative is upon the SKO representative obliged to prove that 3 / 5

4 Valid and effective from Page 4 of 5 he/she is authorized to take over the Product. VII. 1. The Products are accompanied by delivery notes or other corresponding transportation documents. Upon Customer s request shall SKO issue certificate for the delivered Product. 2. The Customer is obliged to pay the purchase price of the Products according to particular Purchase Agreement either in cash upon take over of the Product or in advance upon advance invoice (hereinafter referred to as the Pro Forma Invoice ). SKO is obliged to issue the Pro Forma Invoice within 3 days from the date of conclusion of the particular Purchase Agreement. The invoice is due within 7 days after its issue. SKO is upon the take over obliged to provide the Customer with delivery note together with tax document proving the payment of purchase price of the Product according to the particular Purchase Agreement. 3. The obligation to pay the purchase price is fulfilled at the moment of receipt of respective purchase price on the account of SKO stated in the Pro Forma Invoice/tax document or eventually at the moment of payment in cash at the cash office of the Vendor. In case the Customer does not pay the purchase price until the due date, SKO is entitled to require payment of contractual fine for default in payment in the amount of 0.1 % of the outstanding amount per each day of default. Such entitlement does not affect the right of SKO of compensation of prospective damages and the right of settlement of other claims. If the Customer is in default with any obligation towards SKO, SKO is in its full discretion entitled to suspend performance of all other obligations arising from concluded particular purchase agreements until full payment of all payable obligations of the Customer. For such period, SKO is not in default with fulfilment of its obligations. VIII. 1. SKO controls and evaluates the quality of produced Products and provided services in every stage of production. In this context SKO also develops new Products, improves and develops the existing Products, projects new technical and technological solutions not only in connection with the supplied Products or services but also in connection with activities that may be of concern for the Customer in the light of effectiveness, rationalization of activities or improving economy of procedures and processes (hereinafter referred to as "the Improvements") that the Customer carries out while handling with Products or in connection with Products or services provided by SKO. The Customer is entitled to use the Improvements or to dispose of these Improvements only after previous approval of SKO and only in accordance with the purpose of the provided Product or service. Any disposal of Improvements that would be contrary to this paragraph is forbidden. The Products from corrugated cardboard manufactured and supplied by SKO as well as their inner fittings and other components (colours, glues) do not contain any dangerous substances. They are recyclable and the total contents of heavy metals does not exceed the limit value of 100 mg/g. (SKO is obliged to provide the Customer with the document concerning the conformity with legislative requirements Declaration of Wrapping Material" concerning the amount of heavy metals, dangerous substances and recyclation of materials upon Customer s request.) 2. The wrapping material remains safe under condition of observance of recommended parameters (storage conditions and methods, handling, etc.) determined by SKO. For conservation of quantitative indicators and for existence of warranty in its full extent it is necessary to protect the Products against atmospheric actions, humidity, radiating heat and other unsuitable factors during transportation or storage of Products. The environment suitable for storage of Products is a closed room with stable temperature within the range of 5-45 C and with relative air humidity within the range of 30-70%. IX. 1. The risk of damage on goods passes on the Customer at the moment of 4 / 5

5 Valid and effective from Page 5 of 5 delivery of the Product to the Customer. 2. The responsibility of SKO for prospective defects expires at the moment of actual take over of the Product to third party (i.e. by sale of Product as a part of another goods) or at the moment of processing of the delivered Product. 3. The warranty period for delivered Products is 6 months from the date of delivery, unless there is shortening of the warranty period in terms of paragraph 2 of Article IX and paragraph 5 of Article IX of the GCTC. 4. The claims of the delivered Product, warranty periods and other matter related to claim of the Product are governed by the SKO Complaint Rules any by provisions of legal regulations. The Customer is obliged in case of any apparent defects of the Products as well as of any other divergences from the order to report it in the delivery note and to perform the claim of defects of the Product in writing with description of defects (suitable way is photo documentation + samples of the defects) and with exact identification of the reclaimed Product as volume, order number, delivery note number and Pallet number, and to send the claim to SKO by , fax, or by registered mail. SKO is obliged to announce the Customer of resolution of the claim within 30 days after the date of receipt of the claim. For such purpose is SKO entitled to inspect the Product or let the Product inspect by the authorized person. The Customer is upon previous request obliged to make possible the inspection of the claimed Product including documentation of state of the claimed Product by SKO. The infringement of this obligation constitutes cessation of the warranty. 5. If the agreement in the matter of resolution of claim concerning the quality of Product is not reached, both Parties agreed that for the purposes of assessment of existence of defects they shall follow the position of the Centre for Information and Mechanical Testing and Packaging CIMTO Praha (hereinafter referred as CIMTO ). By issuing the position of CIMTO is the extrajudicial solution of dispute considered to be terminated. The costs on proceedings before CIMTO are borne by the party that did not succeed in the proceedings. X. 1. The Parties undertake to solve the respective disputes arising from performance of particular purchase agreements primarily by conciliation. If the agreement of the Parties cannot be reached, it as agreed that their dispute shall be settled by the Regional Court in Olomouc. 2. Even the return of registered mail to the business address of the contractual party as an undeliverable article is considered to be the delivery of the article for the purposes of this agreement. 5 / 5