GENERAL BUSINESS TERMS AND CONDITIONS OF THE COMPANY C.S.O., spol. s r.o.
registered in company’s register maintained by Regional court in Brno, Section C, File No. 7455, Company Reg. No. 469 73 125, having its registered office at Velehradská 1953, 686 03 Staré Město, Czech Republic (hereinafter “C.S.O. “).
- Main goal of C.S.O. shall be satisfied customer who is content with products made by C.S.O. and who is interested in long-term mutual business cooperation. In order to facilitate negotiations between parties and conclusion of contracts, C.S.O. has created the following General Terms and Conditions (hereinafter the “General Conditions”).
- C.S.O. is a manufacturer of ultra-precise mechanical components for various industrial applications with a majority share of civil aviation. C.S.O. is also holder of certification AS9100, ISO 9001 and ISO 14001 (hereinafter the “Products”).
- The subject matter of these General Conditions are terms and conditions under which C.S.O. supplies the Products to its customers. General Conditions are an integral part of any offer, contract for work or contract of sale (hereinafter the “Contract”) with subject matter such as the delivery, production or installation of the Products.
- The customer by concluding of the Contract declares that he has become acquainted with content of these General Conditions before concluding the Contract, and that he agrees with them and accepts them without any reservations.
- In the event of any conflict or discrepancy between provisions of the Contract and provisions of the General Conditions, provisions of the Contract shall prevail.
- The exchange of e-mail messages is also considered as written form in the course of business.
- Inquiry, Products specification
- An inquiry for the Products shall be made in writing and shall include the Products specification, particularly: dimensions, drawing documentation (in .pdf, .dwg format) and 3D data (in .stp, .x_t, .STEP format), further requested quantity, method of delivery, place of delivery, customer specification (trade name or name, registered office or place of business, identification number, tax identification number, bank account), signature of person authorized to act on behalf of the customer and required date of delivery of the Products .
- Purchase Order, Conclusion of the Contract
- Upon receiving a written inquiry, C.S.O. shall send to the customer an offer based on the received inquiry.
- The customer shall be obliged to provide acceptance of the offer in written form to C.S.O. The offer is valid for 3 months counting from date of its issue.
- In the event of acceptance of the offer with an amendment or deviation, the Contract shall not be concluded, even if this change does not substantially change the conditions of the offer and it is a new offer. The Contract shall be concluded only in the event of unconditional acceptance of the offer by the other contractual party.
- Payment and Invoicing Conditions
- The price of the Products shall be agreed by contractual parties in writing.
- The price of the Products shall be stated in EUR or CZK or GBP, INCOTERMS 2010 ex works Staré Město.
- C.S.O. shall issue to the customer an invoice. The customer is obliged to pay the price of the Products by bank transfer to the account in the name of C.S.O. specified in the invoice. The purchase price is considered paid by crediting the amount to the account. The invoice is due 30 days from the date of its issue, unless the contractual parties agree otherwise.
- C.S.O. charges the customer the price of the Products after the completion of their production and issuance of a delivery note by issuing an invoice.
- Value added tax (VAT) shall be added to the price of the Products in accordance with the applicable legislation.
- Contractual Penalties
- In the event of a late payment of the Products price, the customer shall be obliged to pay C.S.O. default interest of 0,05 % of the amount due for each day of delay.
- In the event of the customer’s delay in payment of the price for any of the partial deliveries of the Products, C.S.O. is entitled to suspend all further deliveries of the Products until the settlement of all financial obligations of the customer upon C.S.O. At the same time, all delivery dates for the Products according to the agreed schedule shall be proportionately prolonged depending on the duration of customer’s delay; calculated from the day following the day when customer has settled all obligations towards C.S.O.
- The right to claim liability for defects of the delivered Products shall not be accrued by the customer until the price of the Products, including the accessories, has been paid in full.
- Obligations of C.S.O.
- C.S.O. shall be obliged to produce and install (if agreed) the Products at its own expense and own risk at the agreed time, in accordance with the Contract, complete with project documentation and agreed technical specifications.
- Obligations of the Customer
- The customer by concluding the Contract confirms that has secured sufficient financial resources to finance the Products.
- The Customer is obliged to take over the Products and pay C.S.O. all justified and documented financial claims arising from the Contract.
- The customer is obliged to ensure professional installation of the Products in accordance with applicable Czech technical standards and also to ensure the expertise of workers during the installation and operation of equipment of which the Products create integral part.
- Delivery of the Products and Transport to the Place of Destination
- The delivery period of the Products shall be determined by agreement of the contractual parties.
- The customer shall take over the Products and arrange transportation for delivery of the Products from Velehradská 1953, 686 03 Staré Město, Czech Republic.
- The contractual parties may agree that the transport of the Products shall be provided by C.S.O. at the customer’s expense.
- If its required, C.S.O. shall at the customer’s expense, provide packaging (cardboard packaging, pallets, wooden boxes, etc.), which shall be dismantled and disposed of at the customer’s own expense, as well as the preservation of the Products.
- The customer shall be obliged to inform C.S.O. of any facts that may affect the choice or means of transport for the transportation of the Products (e.g. narrow entrance to the courtyard, etc.).
- In the event that the transport of the Products is provided by the customer, the delivery conditions are as follows:
- The customer shall be obliged to conclude Contract for the transport of the Products from C.S.O. at his own expense and at the same time provide an appropriate means of transport according to the instructions of C.S.O.
- C.S.O. shall be obliged to hand the Products over to the carrier and inform the customer thereof. The delivery of the Products shall be regarded as complete once the Products have been loaded onto the carrier’s means of transport.
- In the event that the transport of the Products is provided by C.S.O., the delivery conditions are as follows:
- C.S.O. shall be obliged to conclude, at its own expense, a contract for the transport of the Products to the address of the destination duly provided by the customer. The contract for transportation shall include a provision related to insurance of the Products.
- C.S.O. shall be obliged to hand Products over to the carrier and inform the customer thereof. The customer shall be obliged to accept the Products at the agreed place of destination.
- All costs related with loading of the Products shall be covered by C.S.O. All costs associated with unloading of the Products shall be covered by the customer.
- In the event of a change in the date of delivery of Products at the customer’s request, the customer shall be obliged to pay C.S.O. all costs associated with this change (including the costs of cancellation of any transportation that had been arranged).
- Delayed take-over of the Products
- In the event of a customer’s delay in the taking over of the Products for more than 5 working days, C.S.O. shall be entitled to charge the price of the ordered Products to the customer, regardless of the time the Products are to be taken over by the customer; in addition, C.S.O shall be entitled to charge the customer the costs associated with storage of the Products that have not been taken over.
- In the event of a customer’s delay in taking over of the Products, the contractual parties agree on a contractual penalty in the amount of CZK 1,000 for each day of such delay. Payment of the contractual penalty does not affect the right of C.S.O. for damages.
- In the event of a customer’s delay in taking over of the Products for more than 30 days, C.S.O. shall call upon the customer to take over the Products in additionally stipulated period of time. C.S.O. at the same time notifies the customer that in the event of the expiry of the time-limit, the C.S.O. shall be entitled to dispose of the Products and the customer shall be obliged to pay the price of Products, the cost of storage of the Products, the contractual penalty for delaying taking over the Products, and all the costs associated with the disposal of the Products.
- Property Rights, Risk of Damage to the Property
- Property rights of the Products passes from C.S.O. to the customer upon full payment of the price of the Products.
- If the customer unlawfully transfers the property rights to the Products to the third party prior to the full payment of the price and thus causes that the Products cannot be returned in their original condition to C.S.O., the customer undertakes to pay C.S.O. a contractual penalty that equals the price of the Products which have been unlawfully transferred to the third party.
- Risk of damage to the property shall pass to the customer at the moment of the receipt of the Products, or at the time that C.S.O. allows the customer to dispose with the Products and the customer is in delay with taking over of delivery.
- In the event that C.S.O. is obliged to deliver the Products to the customer via carrier, danger of damage to the Products shall pass to the customer at the moment of handling over the Products to the first carrier responsible for transport of Products to the destination.
- Liability for Defects and Warranty
- C.S.O. shall provide the customer with warranty for the quality of the Products for a period of 6 months counting from the date of delivery of the Products.
- All Products of C.S.O. are inspected and tested in accordance with the customs and technical specifications of the producer (C.S.O.). The customer is fully responsible for the installation, conduction and selection of Products that are appropriate for their equipment.
- The customer shall be obliged to use the Products in accordance with valid standards and general customs.
- C.S.O. shall not be responsible for defects of the Products caused by pollution, overheating, careless handling, improper or other incorrect usage and for the Products that have been used in equipment on which have been made changes in the el. circuit or changes in other components.
- C.S.O. shall not be responsible for defects of the Products caused by usage of the Products in inappropriate manner or due to interference with the construction of the Products, their non-professional installation, or any modification of the Products.
- The warranty shall not apply to changes of the Products characteristics caused by natural ageing of materials from which the Products are made of.
- The warranty shall not apply to changes in the Products characteristics or defects of the Products caused by contamination or deterioration of the Products due to transport (e.g. caused by cracking of plasterboards by carrier during handling and subsequent damage to the workpieces), storage in inappropriate conditions, installation or improper handling.
- In the event of defect of the Products covered by the warranty, the customer is not entitled to demand cancellation of the Contract or compensation for damages due to damage of goods or compensation for any expenses (e.g. for work required to replace defective parts of the equipment).
- C.S.O. shall not provide additional warranty and is not responsible for any consequential damage to the Products in connection with their usage by the customer or another user within their facilities. Responsibility of C.S.O. shall be limited by the value of the Products or the obligation to replace the defective part. C.S.O. shall not be liable for the loss of the customer’s expected profit, consequential damage or loss to any equipment, installation, system of operation or service in which the Products might be used as components.
- Claim of Liability for Defects
- The customer shall be obliged to check the Products upon their take-over. The customer shall be obliged to notify C.S.O. of visible defects, variations in quantity, or delivery of incorrect Products in writing by e-mail sent to e-mail address: email@example.com within 30 days upon take-over of the Products. C.S.O. shall not be obliged to take later claims into consideration.
- In the event that the Products are delivered to the customer by a carrier, the customer shall be obliged to check with the carrier the conditions of the Products (quantity of Products, damage to Products) according to the enclosed transport document, immediately upon delivery. The customer shall be obliged to inform the carrier of any occurrence of damage and make a written report with the carrier when taking the Products over. In the event that the report is not made, the Products shall be deemed to have been delivered as complete, undamaged and free from defects.
- The customer shall be obliged to claim liability for defects of Products with C.S.O. within the warranty period without undue delay in writing by e-mail sent to e-mail address: firstname.lastname@example.org. The customer shall provide C.S.O. with document of purchase of the Products, document of delivery of Products, and specification of the scope and type of defects and sent C.S.O. photo documentation of those defects.
- In addition, the customer shall be obliged to enable C.S.O. to inspect the Products and take photographs for the purposes of assessing the legitimacy of the claims made, therefore send the Products at customers expense to C.S.O.
- In the event that a claim for liability for defects made by the customer is found by C.S.O. as legitimate, C.S.O. at its own discretion, eliminates Products defects or deliver replacement Products to the customer. The possible delivery of replacement Products does not affect the length of the provided guarantee. The customer is not entitled to discount or withdrawal from the Contract.
- Delivery and Take-over of the Products
- The customer shall be obliged to take over the Products upon request of C.S.O. The customer shall not be entitled to refuse the take-over of the Products due to sporadic minor defects that on their own or in combination with other defects do not prevent the use of the Products from operational or aesthetic perspective. A handover protocol, in which the customer shall specify any possible defects of the Products, shall always be made on the delivery and take-over of the Products. In the event that the handover protocol is not drafted, the Products shall be deemed to have been delivered as complete, undamaged and free from defects.
- Force Majeure
- In the event that C.S.O. fails to comply with the obligation to deliver the Products to the customer due to obstacles and restraints that have arisen independently of C.S.O.’s will (for example due to pandemic and pandemical restrictions) and for which C.S.O. shall not be held responsible, the delivery time of the Products shall be prolonged proportionately regarding to the duration of such delays.
- C.S.O. shall inform the customer about the existence of such obstacle within 5 days from the date of its origin.
- Intellectual Property and Confidentiality of Information
- C.S.O. reserves property rights and copyright to all drawings, calculations and other documents created by C.S.O. for individual Contracts.
- All information and documents related to the subject matters of individual Contracts which the contractual parties come into contact with during Production or installation of Products shall be deemed confidential except for information that is publicly available or known.
- Mistakes, Errors and Changes
- Obvious errors, typographical mistakes and errors in numbers stated in offers, data sources and other documents of C.S.O. shall not authorize or oblige nor C.S.O. neither the customer.
- If one or more items listed in the offer are no longer produced or supplied to the Czech market, C.S.O. reserves the right to replace these items by items that have identical or very similar characteristics and price.
- C.S.O. reserves the right to change details of the Products if required by production capabilities of C.S.O. C.S.O. shall notify the customer about this fact.
- Governing Laws
- This Contract and its interpretation shall be governed by the laws of the Czech Republic with the exclusion of the UN Convention on Contracts for the International Sale of Goods and the exclusion of conflict of law provisions.
- All disputes arising from and related to this Contract shall be ruled by the Municipal Court in Brno and by the Regional Court in Brno in those matters in which the Regional Court has jurisdiction.
- Final provisions
- The customer shall not be entitled to transfer any rights or obligations arising from mutual Contracts without prior written consent of C.S.O.
- The customer shall not be entitled to unilaterally offset its receivables against receivables of C.S.O. arising from mutual Contracts.
- These General Conditions, offer, or Contract may only be amended in a writing. The exchange of e-mail messages is also considered as written form in the course of business.
- In the event that any provision of these General Conditions becomes wholly or partly invalid or unenforceable, the validity and enforceability of the other provisions of these General Conditions shall remain unaffected.
- The General Conditions are available on cso-stm.cz
- These General Conditions become effective on 1.1.2021
In Staré Město on 1.1.2021
C.S.O., spol. s r.o.
Bc. Petr Chmelař, company executive