Scope of Validity
- These general terms and conditions apply exclusively to merchants, legal entities, public institutions and public law entities (hereinafter the “customer” or “client”).
- These general terms and conditions, i.e. the general terms and conditions of GERCO EWZ s.r.o., Business ID No. 29092663, with its registered office at Zbůch, Sokolská 511, Postal Code 330 22, Czech Republic, maintained at the Regional Court in Plzeň, the Commercial Code, Section C, Entry 24206 (hereinafter “GERCO”), apply to all present and future transactions with the client.
- GERCO only recognizes a client’s terms and conditions if explicitly confirmed in writing by GERCO.
Bid, entering into an agreement and copyright
- If GERCO makes a bid to a customer, GERCO is bound by that bid for a period of three weeks. The possible acceptance of a bid by the customer after the expiry of the three weeks represents a new bid from the customer and requires explicit acceptance from GERCO.
- GERCO reserves ownership and copyright to depictions, diagrams, calculations and other materials. This also applies to other written materials indicated as “confidential.” Disclosure to third parties requires the written consent of GERCO. The client undertakes to keep the confidentiality regarding all materials disclosed to the client.
- The obligation of keeping confidentiality also applies, with respect to ownership and copyright, after the agreement has been completed or terminated
Rent – Payment Conditions
- Unless the bid or the order confirmation indicates otherwise, all prices are ex works, plus the price of packaging. Packaging will be invoiced to the customer separately. .
- Our prices do not include statutory value-added tax. Value-added tax, if applicable, as well as any other applicable taxes and withholdings at the statutory rate valid as of the date of issuing the invoice, are listed and invoiced separately.
- Deducting a discount requires a special written agreement.
- Unless the bid or order confirmation indicates otherwise, the purchase price is given in net (without withholdings), due 30 days after the date of issuing the invoice.
- Cost budgets and extensive bids will be prepared for free (with no additional costs) only if explicitly promised.
- When producing individual deburring tools to the customer’s specifications, the invoice is issued as follows, unless a different method is stipulated individually:
30% of the value of the transaction upon order confirmation
70% of the value of the transaction upon collection/delivery of the goods ordered.
In the event of a delay with respect to an agreed delivery deadline and/or a deadline for collection, for reasons resulting from customer´s responsibility, GERCO has the right to issue the partial invoice in accordance with the originally agreed deadline. This also applies if the tools remain with GERCO for further modification, reworking or other processing.
Deadline for delivery
- Unless the order confirmation indicates otherwise, delivery is agreed as ex works (Incoterms 2010 “EXW”). The risk passes to the client at the moment the supply leaves our enterprise. If the delay in expediting occurs for reasons on the part of the client, the risk transfers at the moment the goods are prepared for collection.
The beginning of the period for delivery listed by GERCO assumes that all details involved in completing the project are resolved. Compliance with the promised delivery on the part of GERCO also assumes that the client meets its obligation in a due and timely manner and the cast for the relevant tool is provided (sample casts). The right to object due to non-performance of the agreement remains reserved. The scope of the delivery is based exclusively on the written bid from GERCO on the basis of the agreement, or the written order confirmation from GERCO.GERCO is entitled to make changes to the order for technical improvements or to meet legal requirements. The customer agrees to these changes in advance.
- If the client is in delay with acceptance of delivery or if it culpably breaches its other obligations to cooperate, GERCO is entitled to require compensation for the damage incurred including any potential additional costs. Further claims remain reserved (see § 4 paragraph (3)).
- If the prerequisites in paragraph (2) are met, the risk of accidental loss, destruction or deterioration of the order passes to the client at the moment of falling into delay with acceptance of delivery and/or payment.
- If the client requests that GERCO perform the necessary testing and acceptance, the type of test and scope of acceptance must be agreed no later than upon concluding the agreement.
- If the acceptance performed by GERCO against delivery of a certain number of deburred samples to be designated, the client undertakes to review and approve these samples without delay after reporting and delivery of the samples. If the approval is not performed within a reasonable time frame for reasons on the part of the client, GERCO is entitled to invoice for the tool as a whole.
- The liability of GERCO due to delay in delivery is restricted to deliberate actions and gross negligence.
Transport – transfer of risk
- If the goods are sent by agreement to a place designated by the customer, then the risk of accidental loss, destruction or deterioration of the goods transfers at the time of delivery by GERCO (the moment of delivery is deemed the handover of goods to the transporter), latest at the time of leaving the factory/warehouse. This applies regardless of whether the goods were sent at the place of performance and regardless of who pays the transport costs.
Reservation of ownership
- GERCO reserves ownership of the delivered objects until all payments under the existing relationship (transaction) with the client are paid (expanded reservation of ownership rights). The reservation relates to the balance acknowledged by GERCO. If the client acts in breach of the agreement, in particular in the event of overdue payment, GERCO is entitled to take the delivery back. GERCO taking the delivery back does not constitute withdrawal from the agreement, unless GERCO expressly states in writing that it withdraws from the agreement. If GERCO takes the delivery back, it is entitled to monetize it. The relevant revenues will be set off against the client’s obligations, minus reasonable costs for monetization.
- The client is obliged to handle the subject of delivery with due care, in particular to insure it at its own expense for the original agreed price against damage by fire, water and theft. If maintenance and inspection work is required, the client must perform them in a timely manner and at its own expense.
- In the event of seizure (debt recovery – exekuce) or other third party interference, the client is obliged to inform GERCO in writing without delay so that GERCO can file a lawsuit pursuant to Section 267 of Act No. 99/1963, the Civil Procedure Code, as amended (hereinafter the “Civil Procedure Code”) or an equivalent lawsuit according to the client’s law. If the third party is not able to cover GERCO’s court costs and extrajudicial costs for the lawsuit, the client bears the liability for the losses incurred.
- The client is entitled to sell the subject of delivery in the ordinary course of business. However, the client assigns to GERCO all receivables incurring to him from further sale to its customers or third parties, regardless of whether the subject of delivery was sold without processing or after processing, up to the amount of the final amount (including VAT) invoiced by GERCO. The client is authorized to claim this receivable even after it is assigned. This has no effect on GERCO’s entitlement to claim the receivable itself. However, GERCO undertakes not to claim the receivable while the client is meeting its payment obligations from revenues received, unless the client is in arrears and especially unless a petition has been filed for bankruptcy, settlement or insolvency proceedings or unless a halt on payments has been declared. If such a case does arise, GERCO can require the client to release information of the receivables assigned and the debtors and to share all information necessary for claiming the receivables, to hand over all relevant materials and inform the debtor (third party) of the assignment.
- Processing or transformation of the subject of delivery by the client is always done for GERCO. If the delivery is to be processed with other objects not belonging to GERCO, then GERCO acquires co-ownership rights to the new item in proportion to the value of the delivery (final invoiced amount incl. VAT) to the other processed objects at the time of processing. An item created by processing is otherwise subject to the same conditions as for objects delivered with reserved ownership.
- For securing GERCO´s receivables against the client, the client also assigns to GERCO the receivables against third parties created by the combination of the subject of delivery with a plot of land.
- GERCO undertakes to release the security belonging to GERCO at the client’s request in the scope in which the implemented value of security exceeds the secured receivables by more than 10%; choosing the security to be released is the obligation of GERCO.
- The warranty period is 12 months, or a certain number of deployments if so agreed in writing with the customer. The warranty period begins at the time of taking over the goods. In the event of a replacement delivery or elimination of defects, the warranty time for the repaired or replaced parts begins at the time of the new statement of takeover.
- The warranty expires in the event of deliberate action or gross negligence upon damage on the part of the client or its customers, and also in the event of faulty operation for which GERCO is not liable.
- The warranty does not include ordinary wear-and-tear.
Models – casts
- If the client gives us access to models or parts related to the workpieces, they must be sent at no charge.
- The client assures GERCO that use of the parts is free of any protective third-party rights. The client undertakes to indemnify GERCO from any third-party claims.
- The models remain the property of the client. The same applies to diagrams and proposals for bids.
- If the models/diagrams are not delivered to the customer after the delivery, they will remain in the ownership of GERCO.
- GERCO does not accept any other obligations and/or liability.
Court jurisdiction and place of performance
- The place of performance and decisive place for sole court jurisdiction for all disputes is the GERCO registered office, unless another place is designated in the order confirmation.
- However, GERCO is also entitled to sue the client at the client’s registered seat.
- Unless agreed otherwise, the governing law is the law of the Czech Republic as amended and valid at the time of entering into this agreement. The UN Convention on Contracts for the International Sale of Goods is expressly excluded from application.
If any of the provisions of this agreement is or becomes ineffective, the other provisions hereof remain unaffected. The parties undertake to replace the ineffective wording with new agreed wording as close as possible to the economic purpose of the ineffective wording.
GERCO EWZ s.r.o., Business ID No.: 29092663, registered office Zbůch, Sokolská 511, Postal Code 330 22, Czech Republic, maintained by the Regional Court in Plzeň, the Commercial Register, Section C, Entry 24206.