General Terms and Conditions for the Supplies of Goods and Services

of IRE-TEX PRAHA s.r.o.

1. Preamble

1.1 For the purposes of these Supplier's General Terms and Conditions for the Supplies of Goods and Services, the following terms have the following meanings:

• „Supply“ - all Supplier’s deliveries to the Buyer, including deliveries of the Goods and/or performance of the Services,
•  
• „Buyer“ - the contracting party that purchases the Supply including, if the context so requires, such party's representative or sub-contractor,
•  
• „Supplier“ - the company IRE-TEX Praha s.r.o. registered office at Pilsen, Vltavínová 1334/3, Postcode 326 00, Company ID No. 25222414, registered in the Commercial Register maintained by the Regional Court in Pilsen - Section C, File 10071, represented by Proxy, RNDr. Vladimír Hobza,
•  
• „Order“ - Buyer's order placed to the Supplier. The Supplier is entitled to specify the detailed content that each order placed to the Supplier must meet,
•  
• „Goods and Products“ – wooden or plastic packaging, products and goods made of corrugated, smooth and bonded paperboard and other goods, products supplied by the Supplier to the Buyer (including any products supplied by the Supplier as part of the Services performed),
•  
• „Services“ - all services performed by the Supplier for the Buyer, in particular design works, storage and logistics services,
•  
• „GTC“ - these General Terms and Conditions for Supplies of the Supplier's Goods and Services, including special terms and conditions for Supplies from specific Supplier's plants, which specify the generally applicable general terms and conditions for delivery of the Supplier's Goods, Products and Services with respect to the Supplier's specific plant.

1.2 These GTC shall apply as an integral part of all negotiations of the Supplier concerning the Supply and Purchase Agreements for the Sale and Purchase of Goods, Products supplied by the Supplier, and/or Service Agreements, as well as General Purchase Agreements, if entered into between the Parties. Buyer’s terms and conditions of sale or purchase are hereby expressly excluded. In the event of any discrepancy between the special part and the General Terms and Conditions, the conditions contained in the special part of the GTC shall prevail. Any changes to the GTC shall be valid only if made in writing and duly signed by a person authorised or empowered by the Supplier to do so. Different terms and conditions agreed in writing between the Supplier and the Buyer shall prevail over the GTC.

1.3 The GTCs and their amendments may be published on the Supplier’s respective websitewww.iretex.cz, and to be binding, it is sufficient to provide the relevant link to the website where the GTC are published.

2. Offer of Goods and Sending of Samples

2.1 Upon the Buyer’s request, the Supplier shall send to the Buyer an offer of the Goods and Products or Services in the form of a quotation, the prices offered for the Goods, Products or Services being valid for a period of 30 days from their dispatch, unless otherwise specified, and the prices of the tools and blocks are expected prices, where the final price shall be determined after implementation.

2.2 Offered prices are exclusive of any applicable taxes, in particular value added tax, state or local excise duties, levies and duties of any kind applicable to the Goods, Products and Services (hereinafter referred to as the "Tax"). All Taxes shall be paid by the Buyer, except if the Buyer submits to the Supplier a certificate of exemption from the relevant Taxes.

2.3 The Supplier reserves the right to change or cancel the offer of the Goods and Products and Services sent or published by the Supplier to the Buyer until the conclusion of the Purchase Agreement, in terms of quantity, price, material or delivery period. The Supplier shall not be bound by the offer of the Goods, Products and Services unless specified otherwise in the submitted offer.

2.4 The Supplier may send up to 3 free samples of the enquired Goods or Products to Buyer upon the Buyer’s serious enquiry and upon the Buyer’s request so that Buyer may become aware of their parameters.

3. Conclusion of the Purchase Agreement

3.1 The contractual relationship between the Supplier and the Buyer in respect of a particular Supply is established on the basis of:

1. written Purchase Agreement signed by the Supplier and the Buyer (hereinafter referred to as the “Purchase Agreement”), or
2. written Orders placed by the Buyer, which are sent to the Supplier and confirmed by the Supplier in writing (hereinafter referred to as the “Order Confirmation”), whereby the Purchase Agreement is entered into. The Purchase Agreement between the Supplier and the Buyer is concluded upon the signing of the Purchase Agreement by both Parties and delivery of the Purchase Agreement signed by both Parties to the Supplier. The Supplier shall send the draft Purchase Agreement to the Buyer. Communication between the Supplier and the Buyer including the Order and Order Confirmation may also be made by fax, e-mail or electronic data interchange (EDI). All telephone or verbal Orders and Order Confirmations require written confirmation to be valid.

3.2 If the Order or Order Confirmation does not contain all the essentials as required by the GTC, one Party shall notify the other Party of the defect and propose its remedy in such a way that it is possible, after specifying the Order or Order Confirmation, to enter into the Purchase Agreement or to confirm the Order duly placed by issuing the Order Confirmation. This procedure also applies to any changes proposed in the Order Confirmation, unless the Buyer approves the Order Confirmation without undue delay, which contains deviations from the Order.

3.3 All Orders shall be subject to the acceptance by Supplier in the form of Order Confirmation.

4. Purchase Price

4.1 The purchase price is determined by agreement of the Parties in the Purchase Agreement (hereinafter referred to as the “Purchase Price”). The Purchase Price may also be determined by reference to the Supplier’s valid price list.

4.2 Unless specified otherwise, the Purchase Price in CZK is exclusive of VAT and other Taxes, if any.

4.3 The amount of the Purchase Price may be increased by the Supplier if the price of input materials, transport or energy increases by 5 %, or if the exchange rate of the Czech koruna changes by 3 % as of the date of conclusion of the Purchase Agreement.

4.4 The Purchase Price always refers to the delivery terms according to INCOTERMS.

5. Terms of Payment

5.1 The Buyer shall pay the Purchase Price to the Supplier on the basis of proper invoicing in accordance with the Purchase Agreement.

5.2 Unless otherwise specified, the invoice shall have the essentials of a tax document as specified by law.

5.3 Unless otherwise specified, all invoices shall be payable 21 days from the date of delivery of the invoice. If, at the latest on the invoice due date, the funds are not credited to the Supplier’s account or paid in cash at the Supplier’s cash desk, the Buyer is obligated to pay to the Supplier, in addition to the due amount on the invoice, interest on late payment in the amount of 0.05 % of the invoiced amount for each day of delay until full payment.

5.4 In the event of the Buyer’s delay, the Supplier shall be entitled to suspend any further handling of Orders or Supplies of Goods and/or Services to the Buyer until all amounts due to the Supplier have been paid in full.

6. Delivery Period

6.1 The delivery period is specified in the Purchase Agreement. If the delivery period according to the previous sentence is not determined, it shall follow the standard delivery periods available in the Supplier’s Customer Service department. Standard delivery periods range from 10 to 25 working days depending on the product type and production equipment. If the Supplier does not have specifications of the standard delivery times, the delivery period, which is common in the business relations of the Parties, shall be deemed to apply.

7. Quantity Tolerances

7.1 Any differences between the actual quantity of the Goods delivered according to the delivery note and the quantity specified in the Purchase Agreement within the amount of tolerance of +/- 10% of the required quantity shall be considered as defect-free supply and shall not be reflected in the Purchase Price and the Buyer shall be obligated to accept such quantity of the Goods.

8. Transport and Returnable Packaging

8.1 The Supplier shall deliver the ordered Goods on the basis of suitable pallet storage patterns with regards to the dimensions of the ordered Goods, taking into account the Buyer’s requirements, on EUR pallets. Pallets are sold with the Goods, their price is not included in the price of the Goods according to the Supplier’s valid price list, or are returnable.

8.2 Unless otherwise agreed between the Parties, the Buyer shall return the returnable pallets to the Supplier at its own expense to the Supplier's registered office within 30 days of delivery of the Goods to the Buyer.

8.3 If for any reason the pallet is not returned to the Supplier within the period specified in Article 8.2, the Supplier shall be entitled to request the Buyer to pay a compensation for them in the amount determined in accordance with the valid price list. Both the Supplier and the Buyer are obligated to keep accurate records of the pallets delivered to and subsequently returned by the Buyer and to mutually compare this status on a monthly basis (and confirm it by e- mail). The Supplier shall not buy back the pallets that were part of the delivery of the Goods.

8.4 The Buyer is obligated to return the returnable pallets only in good technical condition, at its own expense, at the latest upon reaching the maximum permissible quantity of pallets at the Buyer specified by the Supplier, or upon reaching the rotation time of 30 days according to Article 8.2.

8.5 The Supplier is entitled to refuse acceptance of damaged pallets.

8.6 If the Buyer requests the use of HT pallets, the Supplier shall not guarantee compliance with the inspection requirements in the countries of export.

9. Delivery and Acceptance of the Goods and Products by the Buyer

9.1 Delivery of the Goods and Products shall mean delivery of the Goods to the place of delivery specified in the Purchase Agreement. If the Seller is not obligated to deliver the Goods and the Products at a certain location, then it shall apply that the Goods and the Products are delivered to Buyer at the moment when the Supplier notifies the Buyer that the Goods and Products are ready for collection at Seller’s respective plant, and may be invoiced.

9.2 Upon receipt of the Goods and the Products, the Buyer’s authorized person is obligated to confirm this in writing on the delivery note or any other accompanying document and to state in block letters his/her name and surname. Upon request of the Supplier’s representative, the Buyer’s representative is obligated to give evidence that he/she is entitled to accept the Goods and the Products. The Buyer shall always ensure unloading of the ordered Goods and Products.

9.3 When the Goods and the Products are transported by Supplier to a place specified by Buyer, Buyer shall be obligated to take over the Goods and the Products at the place and time agreed in the Purchase Agreement. Unless the Buyer takes over its Goods and Products in a proper and timely manner, the Supplier shall store them at Buyer’s expense at the address communicated by the Supplier to the Buyer. If the Buyer fails to collect its Goods and Products within 14 days of the date of storage, the Supplier shall be entitled to send the Goods and the Products to the Buyer at the Buyer’s expense at the Buyer’s billing address or, as the case may be, to destroy the Goods and the Products at the Buyer’s expense, and the Buyer shall not be entitled to make any claims for the delivery of the Goods and the Products. The Supplier’s entitlement to the payment of the Purchase Price and the costs incurred shall not be affected thereby.

9.4 When ordering the Goods and Products which are held on stock by the Supplier, the Buyer is obligated to take over the Goods and Products ordered by the Buyer within 60 days of the conclusion of the Purchase Agreement. If the Buyer fails to collect the Goods and Products on stock within the period referred to in the preceding sentence, the Supplier shall send to the Buyer in writing (by e-mail) a request to collect the Goods and Products on stock within 14 days from the date of the vain expiration of the period referred to in the first sentence, and if the Buyer does not take over the Goods and Products on stock even within this additional period, the Supplier shall be entitled to return the Goods and Products on stock to the Buyer at the Buyer’s expense at the Buyer’s billing address and issue an invoice to the Buyer for the Goods and Products on stock, or to dispose of the Goods and Products on stock at the Buyer’s expense. The Supplier’s entitlement to the payment of the Purchase Price and the costs incurred shall not be affected thereby.

9.5 When ordering the Goods and the Products to be collected in person, the Buyer shall take over the Goods and the Products within 48 hours of sending a written request (by e-mail) to collect the Goods and the Products. Upon vain expiration of this period, the Buyer shall pay to the Supplier a contractual penalty in the amount of 0.5% of the Purchase Price for each day of delay in taking over the Goods and Products. The Buyer shall notify the Supplier of the exact time of Buyer's arrival to collect in person the Goods and the Products, no later than 24 hours before the scheduled date of acceptance of the Goods and the Products. In exceptional cases, the Supplier will accept the notification of the exact time of the Buyer's arrival even if the deadline specified in the previous sentence is not met. The Buyer shall also notify the Supplier of the license plate number or other detailed specification of the vehicle used to transport the collected Goods and Products.

9.6 If the Buyer authorizes its employees to collect the Goods and the Products at Supplier’s plant, the Buyer undertakes, in accordance with labour law, to train and instruct its employees within the meaning of the relevant provisions of the Labour Code, that such Buyer’s employees are obligated to follow the instructions of the Supplier's responsible persons, such as security guards and dispatch workers. Moreover, the Buyer undertakes to notify its employees that smoking is prohibited throughout the Supplier's premises.

9.7 Tools and blocks are paid by Buyer and are not part of the price of the Goods. They shall pass to the Buyer’s ownership at the time of payment for them. In the event that tools and blocks are not used, the Supplier shall store them for a maximum storage period of 15 months. After the expiration of this period, the Supplier shall be entitled to send the tools and blocks to the Buyer at the Buyer’s expense to the Buyer’s billing address without any notice to the Buyer or to dispose of them at the Buyer’s expense.

10. Title and Risk of Damage to the Goods, Products

10.1 The Supplier reserves the title to the Goods and the Products pursuant to Section 2132 of the Civil Code. The Buyer becomes the owner of the Goods and Products only after the Purchase Price is paid in full.

10.2 The risk of damage to the Goods and Products shall pass to the Buyer upon delivery of such Goods and Products in accordance with the agreed terms. If, for the reasons on the Buyer’s part, a delay occurs in the acceptance of the Supply, or a delay with the sending or handing over the Supply to the carrier, or with the start or end of the installation, the risk of damage to the Supply shall pass to the Buyer on the first day of such delay.

11. Quality of Goods and Products and Warranty

11.1 The performance parameters of the packaging are governed by the specification specified in the drawing, and so are the production tolerances.

11.2 In order to maintain the quality indicators and the duration of the warranty in full, it is necessary to protect the Goods and Products against the damage during transport and storage and handling and to store them in covered, dry and ventilated rooms where the Goods and Products are protected from direct weather conditions, ground moisture and radiant heat, i.e. under precisely specified conditions (15 to 25°C and a maximum of relative humidity of 55 to 65 %). Derogation from quality 0.1 % of the quantity delivered.

11.3 The warranty period for the Goods and Services is 6 months. By signing the delivery note, the Buyer shall confirm the acceptance of the Goods and the Products and consent to the warranty terms and conditions.

11.4 The Buyer is obligated to report to the Supplier any defects of the Goods and Products, including apparent quantity deviations and/or other deviations from the Order, immediately after detection of the same, but no later than within 3 days from date of receipt of the Goods and the Products.

11.5 The Buyer shall be obligated to report to the Supplier such defects of the Goods and Products that Buyer had to notice when paying usual attention during acceptance of the Goods and the Products (hereinafter referred to as the “Apparent Defects”) immediately upon discovery in writing, with appropriate documentation of the Apparent Defects (photographs, samples, description of the occurrence). If any Apparent Defect is discovered upon Buyer’s acceptance of the Goods and the Products, the Buyer shall be obligated to record the defects in the delivery note and have the record signed by the carrier or driver. A copy of the delivery note including the record confirmed by the driver must be attached to the complaint. Apparent defects that were therefore detectable upon acceptance of the Goods and the Products which are not recorded in the delivery note and are not confirmed by the carrier, shall not be accepted by the Supplier.

11.6 The Buyer is obligated to report to the Supplier the hidden defects of the Goods and Products immediately after detection of the same, but no later than within 2 months from the date of receipt of the Goods and the Products. The Supplier shall not be liable for defects in the Goods and Products after the expiry of the warranty period pursuant to Article 11.3.

11.7 The Buyer’s entitlement to claim warranty shall expire if any changes made by any handling or technological operations were made on the supplied Goods and Products. The previous sentence does not apply to hidden defects. In the case of sale to a third party, the Supplier shall be liable only for the hidden defects demonstrably occurred prior to the delivery of the Goods and the Products by the Supplier to the Buyer.

11.8 The Buyer entitlement to claim warranty shall also expire in case of improper processing of the Goods and the Products (e.g. by using unsuitable processes, tools, technologies, or improper design of the packaging). The Supplier also does not accept complaints about the cracking of the cover layer of the cardboard when bent in the fold larger than as defined for the respective fold cardboard.

12. Return Policy

12.1 A case of claim may be notified by the Buyer to the Supplier in writing, i.e. by e-mail, fax or letter. From the moment when the document or report arrives at the address of the Supplier as specified in the Purchase Agreement, the statutory 30-day period for handling the complaint shall start. The contact person for cases of claim is always the customer service employee as stated in the Purchase Agreement or in the confirmed Order. A central e-mail address is established for the receipt of claims reklamace@iretex.cz.

12.2 The supporting documents to make a complaint must include:

1. Order number,
2. check card from the pallet,
3. number of claimed pieces,
4. description of the defect or detailed description of how the defect is manifesting itself,
5. defective sample of the claimed material and its photo documentation

12.3 The claimed Goods must be kept for subsequent inspection and must not be disposed of until the final decision on the claim is made.

12.4 The Supplier shall notify the Buyer as soon as possible, usually within 7 working days, but no later than within 30 days of filing a complaint (including all documents), of the result of the response to the claim. In the event that the investigation is longer than 7 days, the Supplier shall inform the Buyer thereof.

12.5 If, after examination of the claim, it becomes apparent that the defect of the Goods and the Products is due to reasons on the side of the Supplier, the Supplier is obligated to provide the Buyer with a substitute supply and to pay the costs necessary to claim the defect (hereinafter referred to as the “Extra Costs”). The Buyer is obligated to submit the calculation of the Extra Costs together with the claim of the Goods and the Products. Before commencing any additional work that result in Extra Costs, the Buyer is obligated to first notify the Supplier of the occurred situation and have such possible Extra Costs approved in writing (by e-mail). If, without prior notice to and approval by the Supplier, the Buyer sends such Extra Costs for invoicing (with a corrective tax document), the Supplier does not have to accept such Extra Costs.

12.6 The Buyer’s entitlements in the event of a justified claim are:

1. request the removal of the defect of the delivered Goods, or replacement of the defective parts,
2. claim a reasonable discount off the Purchase Price,
3. in serious cases, withdraw from the Purchase Agreement. In addition, the manner of handling the defects claimed by the Buyer with the Supplier shall be governed by the relevant provisions of the Civil Code.

13. Force Majeure and Retention of Supply

13.1 A case of force majeure means such unusual circumstances as a flood, storm, unusual heat, unusual cold, unusual drought, tornado, hurricane, hailstorm, landslide, avalanche, earthquake and its consequences, unusual solar eruption, impact of a space body, etc., epidemics/pandemics, war, mobilisation, disturbances and similar events, and strike, lockout, holdup and/or failure to grant an official permit preventing temporarily or permanently the compliance with the obligations determined by the Agreement, which occur after the Agreement becomes valid and effective and which could not have been foreseen and/or deflected by the Parties. The Party, which is thereby prevented from performing its obligations, shall immediately inform the other Party in the case of occurrence of such circumstances and shall submit the respective documents or information to the other Party proving that such circumstances have a substantial effect on the fulfilment of contractual obligations. Should an event of force majeure continue for more than 30 days, both parties shall negotiate to modify the Purchase Agreement.

13.2 The Supplier is not obligated to perform the obligations under this Agreement should there be obstacles, preventing the performance, arising out of national or international regulations with regard to international trade law, or on the basis of an embargo or other sanctions.

14. Intellectual Property and Confidentiality

14.1 The Supplier shall retain all rights, legal titles and interests and possession of all know-how, technical data, drawings, specifications or documents, ideas, concepts, methods, procedures, techniques and inventions developed or created by the Supplier or on its behalf and delivered in accordance with any contract entered into with the Buyer. The Buyer shall keep all such information confidential and not disclose it to any third party until such information becomes publicly known, and may not be use it for purposes other than the use of the Goods and Products delivered under the Purchase Agreement without Supplier’s prior written consent.

14.2 The Supplier shall retain the ownership rights to any patents, copyrights, trade secrets, industrial designs or any other intellectual property rights related to the Order and the Buyer shall not acquire any intellectual property rights.

14.3 The Buyer shall not use the trademarks and marks of Supplier and its affiliates in a manner other than as used by the Supplier on the Goods and Products, Services or related documents.

15. Compensation for Damages

15.1 The overall extent of the Supplier's obligation to compensate the Buyer for the harm to assets (damages) suffered by the Buyer in connection with the performance of the Agreement or breaches of legal regulations shall be limited to 100 % of the total contractual price for the particular Supply or a part of it (VAT excluded), and namely for all damages collectively. Only the actual damage shall be compensated, the profit lost and other kinds of damage shall not be subject to compensation. The damage shall be preferentially compensated in money. The contractual penalties or other sanctions, if any, paid by the Supplier to the Buyer shall be included in full for the damage compensation. The agreed limits shall not apply to compensation for damages caused intentionally or as a result of gross negligence or to compensation of harm caused to a natural person or infringement of such person's natural rights. The statute of limitations period for applying a claim for compensation for damages shall last one year. This shall also apply for the right to compensation for damages caused by a product defect

15.2 If the Supplier’s obligation to supply has ceased due to the impossibility to perform the supply, the Supplier shall be obligated to compensate the Buyer for the damage incurred in the event that the impossibility to perform was caused by the Supplier. Paragraph 1 of this Article shall apply mutatis mutandis to the extent of compensation for such damages.

15.3 The warranty for quality agreed in the Purchase Agreement fully replaces the Supplier’s legal responsibility for defects.

16. Environmental Protection

16.1 The Supplier is certified according to the certification schemes ISO9000, ISO 14000 and has made a commitment to act responsibly in relation to the environment and to use raw materials with due care.

17. Withdrawal from Agreement

17.1 The Parties may withdraw from the Purchase Agreement only in case of substantial breach of the Agreement or in cases expressly stipulated in the Purchase Agreement or the these GTC or in cases expressly stipulated in the legal regulations, if it is not possible to deviate from Withdrawal will take effect on the day of delivery of the notice of withdrawal to the other Party.

17.2 Substantial breach of the Purchase Agreement shall be deemed to mean:

1. Supplier’s delay with the performance of the Supply that is caused by the Supplier and lasts more than 30 days. After expiration of this time, the Buyer will immediately notify the Supplier whether it insists on execution of the Supply. If the Buyer insists on performance of the Supply, the Buyer may withdraw from the Purchase Agreement only after the period of 30 days after delivery of the concerned notice to the Supplier expires without effect,
2. Buyer's delay with the payment of a the charged amount exceeding 30 days,
3. Buyer’s delay in providing the advance payment, which is longer than 5 days, if the advance payment has been agreed,
4. failure to provide cooperation by the Buyer and the resulting subsequent Supplier's inability to perform, which is longer than 30 days,
5. unauthorised handling of the results of the Supplier’s intellectual property by the Buyer and vice versa, violation in the areas of anti-corruption, protection of competition, anti- money laundering, as well as other criminal or administrative law.

17.3 A Party will be entitled to withdraw from the Purchase Agreement with effect upon delivery of the notice containing expression of the intention to withdraw from the Purchase Agreement to the other Party if:

1. the competent insolvency court issued a decision on the bankruptcy of the other Party, or the competent insolvency court rejected the application for a bankruptcy decision due to lack of assets of the other Party, or a substantiated insolvency petition was filed, which was not rejected within 30 days of its filing,
2. the other Party has stopped its payments or is bankrupt,
3. the enforcement of the decision or distrainment on assets of the other Party has been unsuccessful.

17.4 The Parties will be entitled to withdraw from the Purchase Agreement also in the case that the Force Majeure circumstances prevent implementation of the supply for more than 3 months.

17.5 In the event that the Supplier does not withdraw from the Purchase Agreement, it shall not be in delay with the discharge of any obligation under such Purchase Agreement for as long as the respective Buyer’s monetary payable is not paid.

18. Final Provisions

18.1 The present GTC and the contractual relationships between the Supplier and the Buyer and any claims arising out of or in connection with them shall be governed by the laws of the Czech Republic, excluding the application of the Vienna Convention on Contract Law and Conflict Standards and the United Nations Convention on Contracts for the International Sale of Goods. Unless the Agreement or these Terms and Conditions contain a respective own regulation, the rights and duties of the Parties shall be governed by Act No. 89/2012 Coll., Civil Code, as amended.

18.2 The Buyer and the Supplier have agreed upon exclusive jurisdiction of the courts of the Czech Republic in order to resolve any disputes that may arise in connection with the Purchase Agreement. However, the Supplier is also entitled to bring an action before a court in the country where the Buyer has its registered office if the claim made concerns payments with which the Buyer is in default or is otherwise related to them.

18.3 The application of § 1726, § 1740 (3), § 1744, § 1751 (2), § 1757 (2) and (3) and § 1950 of the Civil Code is expressly excluded.

18.4 These GTC apply to each Order confirmed by the Supplier and form an integral part of each Purchase Contract.

18.5 These GTC come into force and effect on 01/01/2021.