General Terms and Conditions
Company: Litobal s.r.o
Headquarters: Jinonická 804/80, 158 00 Praha 5 – Košíře, Czech republic
Managing Director: Ing. Zdenek Stojánek
Registered in the Commercial Register kept at the Municipal Court in Prague, Insert C, Section 116730
Vat number: 26925800 / CZ26925800
Bank details: Raiffeisenbank CZK
Swift number: 5014035098/5500 (RZBCCZPP)
Phone nr./ fax: +420 568 409 511 / +420 568 423 404
Email: [email protected]
(Further as a „Contractor“ or „Producer“ )
- Introductory provisions and representatives of the Contracting Parties
1.1. These General Business Terms and Conditions (hereinafter referred to as the „Terms&Conditions“ or „T&C“) govern the mutual rights and obligations of participants in commercial business relationships between the Contractor and his customers as the Client (hereinafter referred to as the „Customer“) in concluding contractual relations between entrepreneurs.
1.2. The General Terms and Conditions of Business are an integral part of the contract or any other contractual documentation that indicates the conclusion of a contractual relationship between the parties, such as delivery notes, receipt of goods, accepted order confirmations, etc.
1.3. The derogating arrangements in the contract, respectively the contractual documentation agreed between the parties, take precedence over the provisions of the General Terms and Conditions.
1.4. Contractors are authorized to act further:
In matters of contract: Ing. Zdenek Stojánek, Function: Managing Director
In technical and administrative matters, the authorized contractor, referred as the contact person in the relevant document (eg. in the order confirmation).
1.5. In matters of contractual, business, technical and realization are authorized to act contact persons listed in the relevant documents (eg. Order confirmation) or other authorized person.
- Purpose of the Contract
2.1. By receiving our order confirmation – The producer (Litobal) is committed to supply confirmed matter of the order to the customer (carton boxes, secare-rolls, paperbags, shopping paperbags or other products).
2.2. The customer is committed to take over the ordered goods and pay for it the amount, which is written down in order confirmation.
2.3. All the facts contained in the contract and communicated in the course of the preparation and implementation of the contract are considered by the contracting parties within the meaning of Section § 1730 of the Civil Code to be confidential and they are bound to observe confidentiality about the facts learned in connection with the contract.
- Subject of the contract
3.1. The subject of the contract is the realization of the work on the costs and risks of the contractor and its subsequent takeover by the client, for which the customer undertakes to take over the work under the conditions specified in the contract and pay the agreed price of the work
3.2. The work involves the manufacture of paper products (eg. boxes, cardboard packages, bags, shopping paper bags, sacks, etc.) according to the specific requirements of the customer and his choice from the offer submitted by the contractor (hereinafter referred to as the „offer“) from which the client has chosen, based on a written order specific paper products (hereinafter referred to as „order“), the copy of which is confirmed by the contractor and are specified in the order confirmation, made by the contractor, which forms an integral part of the contract (hereinafter referred to as „order confirmation“), when the printing and prooving and other visual elements created by the contractor, if so stated in the order or in the order confirmation (collectively referred to as „the work“ or „the subject of the work“ or „the goods“). The order confirmation specifies specific goods, including dimensions and designations, quantity of items, price per unit excluding VAT, total price with VAT, including VAT rate, delivery date and any other information agreed between the parties.
- Terms of delivery
4.1. The agreed place of performance of the subject of the work under the contract is determined in accordance with the meaning of § 1954 of the Civil Code at the contractor’s premises according to the designation and choice of the particular establishment by the contractor himself.
4.2. The agreed delivery time within the meaning of § 1958 of the Civil Code is determined by the parties by the date stated in the order confirmation as the delivery date.
4.3. If there are technical or other barriers that have not been caused by the fault of the producer (Litobal) and were not foreseeable in advance, a new date of delivery shall be agreed in a written amendment to this contract.
4.4. The Contractor is entitled to hand over the completed work to the Client even before the confirmed date of deliver, which is obligatory to notify the Customer in due time and not obliged to take over the Goods within the specified deadline. If the Purchaser does not take delivery of the goods within the given deadline, the delivery date shall apply to the delivery of the work.
4.5. The Producer (Litobal) engages to make the order no later than the deadline specified as a delivery date in Order Confirmation – as written in column 4.2. – only if both of the following conditions has been accomplished:
- a) The Customer shall deliver to the producer a graphic design of the print in electronic
format in the .pdf format (in curves, vectors), within four (4) business days from the date of validity of the Order Confirmation.
- b) The Customer must make payment of the proforma invoice to the Producer (Litobal) in a due date according to the Order Confirmation (according to the column 6.2. of these T&C unless this has been refused according to the collumn 6,3. of those T&C). Also all invoices of the Customer must be payed off on due date.
4.6. The time of the Customer’s delay in fulfilling any of the above mentioned conditions for the manufacture of the goods according to column 4.5. of these T&C, the negotiated period for the manufacture and delivery of goods (delivery time) is extended.
4.7. The method of transport will be determined according to the order of the customer, resulting from the offer of the contractor and in the event that the conditions of transport between the parties are not agreed in writing, the goods shall be delivered by the customer or the person negotiated by him at his own expense from the premises designated by the contractor within five (5) from the date of manufacture. Shipping is not part of the subject matter unless expressly stated otherwise between the parties.
4.8. The buyer/customer or the person authorized to do so must acknowledge receipt of the goods on the contractor’s delivery note. In addition to the signature of the person who took over the goods, the name, job description of the customer, or relationship with the customer and the date of receipt of the goods must be entered on the delivery note.
4.9. The Contracting Parties expressly declare that they agree that the actual quantity of goods made by the Producer (Litobal) under this Contract may vary from the quantity specified in the Order Confirmation by the following quantity in the case of a specified type of goods:
1.) Paperbags, shopping paperbags, bags 2.) Carton boxes
– 5.000 – 10.000 pcs ± 1.500 pcs – 100 – 10.000 pcs ± 10 %
– 10.001 – 20.000 pcs ± 15 % – 1.000 – more pcs ± 5 %
– 20.001 – more pcs ± 10 %
4.10. The Customer undertakes unconditionally with the Producer (Litobal) to take over and pay the actual amount of goods made by the Producer in respect of the preceding paragraph of this Contract, taking into account the permitted variation in the quantity of good
- The price of the work, the method of payment and the due date
5.1. The price of the work is determined by the parties in the confirmation of the order by the price for one piece of goods and the number of units of goods. The price of the work may, as the case may be, change under the conditions foreseen in these T&C.
5.2. The exact list and specifications of the items that are the subject of delivery are given in the order confirmation, including their prices without VAT.
5.3. The time and method of payment of the price of the goods, the prices of the overprint preparation are specified in Article 6 of these T&C, or these data may be adjusted in the order resulting from the offer, respectively in the order confirmation, and if the data in these T&C differs from the order or confirmation of the order, the information given in the order or confirmation of the order regarding the manner of payment for the goods and the maturity of the goods is between the parties. The data specified in the order and confirmation of the order are considered to be negotiable between the contracting parties. If the data is different in the order and confirmation of the order, the data in the order confirmation is valid.
5.4. If the goods are shipped on europallets, the contractor’s offer sent to the customer shall indicate how the pallets will be invoiced, exchanged, etc., in accordance with the specific terms and conditions of the parties, which may be changed according to the current situation when ordering, goods, or on other occasions.
- Payment terms and billing
6.1. All payments made by the customer on the basis of advance invoices (proforma invoice) and final invoices issued by the contractor are received by the contractor in cash at the account specified in the header of these T&C.
6.2. The payment will be made by payment of installments from the total price on the basis of the proforma invoices issued by the contractor on the day of conclusion of the contractual relationship, when the advance at the amount determined by the contractor, is the amount, (for example 50%) of the work price, including VAT, will be paid to the contractor on the basis of an advance invoice issued on the day the contract is concluded, payable within 10 days of delivery to the customer.
6.3. The right to claim the deposit, including the determination of its amount and maturity, is exclusively the contractor and the use of this right to the Customer can be proved by indicating such data in the offer, order, confirmation of the order or other e-mail communication, and subsequent issuance of an advance invoice. In such a case, the parties agree that the advance has been agreed. If the advance is not included in the offer, order, confirmation of the order or other e-mail communication, or if the contractor fails to expense an advance invoice within ten (10) working days from the validity of the contract, the contracting parties are deemed to the advance has not been agreed and in such case the conditions set out in paragraph 6.2 will not apply between the parties. and 4.5. . b) of these T&C.
6.4. The final invoice will be issued after delivery of the finished work to the customer with a due date according to the offer, order or confirmation of the order. If the maturity of these instruments varies, the maturity stated in the offer will always apply. The basis for issuing the final invoice will be the delivery note of the handover and receipt of the work signed by the customer, respectively. authorized person. The VAT rate will be charged according to the applicable regulations at the time of the taxable transaction.
- Manufacturing tolerances and product deviations
7.1. The Customer expressly declares the acknowledge that the manufacture of the ordered goods may cause errors and deviations that the Producer (Litobal) is unable to completely eliminate for technological reasons. The Customer expressly declares that, in the case of goods which conform to the tolerances of such derogations and inaccuracies as set out in this particular article, it is not entitled to assume responsibility for defects due to such deviations and inaccuracies.
7.2. For those deviations and inaccuracies in the manufacture of the Producer (Litobal), the following tolerances and arrangements shall be made:
1) Tolerance of dimensions of paperbags, shopping bags, bags
- a) Thickness of the paper: ± 0,005 mm
- b) Width of the products except of bags (no handles) with the measurements of 500x900mm: ± 10 mm on width and gusset, ± 20 mm on lenght.
- c) Height of the product: ± 5 mm
- d) Width of the closed PP window: ± 5 mm
- e) Laying of handles: ± 5 mm in both horizontal and vertical directions
- f) Height of the flat handles 60 ± 10 mm
- g) Height of the twisted handles 90 ± 10 mm
- h) Lateral displacement of the handles against each other ± 5 mm
2) Tolerance of placement of the print
- a) distance from the bottom edge of the shoppingbag or paperbag: ± 5 mm
- b) the distance from the side edges of the bag or bag: ± 5 mm
- c) distance from the bottom edge of the bags over 500×900 mm: ± 8 mm
- d) the distance from the side edges of the bags over 500x900mm: ± 10 mm
3) Tolerance of carton boxes
- a) The width, lenght and height ov carton box ± 5 mm
- b) The quality of the material is defined by the marking of the material and the quality table – on request
7.3. In case of a color variation of the print, the contracting parties shall agree the following:
- a) The Customer explicitly acknowledges that due to the printing material used and the printing technology used, the color printing may be different from the color rendering of the print control or print sample. The reason for this difference is the different chemical and physical properties of the colors and materials used in the production of the control print or print sample and in the manufacture on the producer´s (Litobal´s) facility.
- b) The Customer also expressly acknowledges that due to the use of the printed material and the printing technology used, Pantone® color printing can be different from the color rendering of these spot colors in the Pantone® spot color sampler. The reason for this difference is the different chemical and physical properties of the colors and materials used to print Pantone® spotlights and make them on the producer´s (Litobal´s) facility. The reason for this difference is also the difference in Pantone® color in different Pantone® spot colors from the same producer.
- c) The Customer also expressly acknowledges that, in the event that he refuses to be present at the start of the print (first print on the ordered product), he explicitly agrees with the producer (Litobal) on his own subjective assessment of the correctness of the color of the contract. In such a case, the customer will not be entitled to a color claim based on a different color perception of the two parties involved. The right to complain about color is created by the customer only when there is an explicit and unambiguous change of color on the product, for example red and green color change.
- d) The possibility of avoiding disputes is the presence of the customer or, as the case may be, the person authorized by him to impersonate the paper roll (goods). The term of the strike is determined by the producer (Litobal), the tolerance for waiting by the contracting parties is determined by the contracting parties for a maximum of three (3) hours from the set date and time. In the event that the Customer is not present in the notice despite the notification, it is deemed to give the explicit consent of the producer (Litobal) that the deviation of the color scale within the Gamma 3 tolerance is not a defect.
- Contractual fines and damages
8.1. The contractual penalty for breach of duty is defined as follows:
- a) Upon the Customer’s default with the payment of any invoice or proforma invoice issued by the Contractor under the Contract, the Contractor is entitled to claim a contractual penalty of 0.2% of the amount due for each Client’s day of delay with payment.
- b) In the case of the Customer’s delay with the removal of the goods after the expiry of the deadline set forth in paragraph 4.7. for each commenced day of the Customer’s delay with removal of the goods from the place of performance after the expiry of the period agreed in the contract or the General Terms and Conditions.
8.2. In addition to contractual penalties, the parties are entitled to claim compensation not only for damages caused by breach of the obligation of the other party to the contract, but also for compensation for damages in excess of such contractual penalty.
- Rights and Obligations of the Parties
9.1. The contractor carries out the work at his own risk and carries the risk of damage to the goods being produced when the goods are handed over. The risk of damage to the work passes to the ordering party on the date of its handover and takeover.
9.2. Ownership rights to materials, things, and handed-over work are acquired by the Customer on the day of full payment of the price of the work.
9.3. The Contractor declares that the work according to the subject of the contract will have the characteristics specified in the technical standards and regulations, which apply to the performance of the work as a whole.
9.4. The Customer explicitly acknowledges that the contractor is in accordance with the law. No 185/2001 Coll., on Waste, as amended, shall mark each piece of goods with an identification marking for the evaluation of packaging waste. If the customer does not agree with the label, it will state this in the order. In such a case, the Client is obliged to pay to the Contractor all penalties which were imposed by the state authorities on the basis of such a request by the Client.
9.5. The contract between the parties will also be concluded by means of distance communication (eg by e-mail, fax) where the contract of work sent to the contractor will be sent electronically (including attachments) electronically to the client, with the signed signature of the contractor, which will ensure physical or electronic signature by the authorized person the signed contract, including the signed order confirmation, will be sent to the contractor electronically or by post. By delivering the signed contract back to the contractor, the contract is valid and effective.
If the Customer does not acknowledge this order within two (2) business days, or if any Customer’s reservation is not made within the specified period, the Contract between the Parties is deemed to have been concluded and delivered for its implementation.
- Handing over and taking over the work
10.1. The Contractor shall fulfill his obligation to perform the work under this Agreement by duly completing it in the appropriate quality on the basis of the delivery note signed by the customer.
10.2. The Client is obliged to take over the work within five (5) days after it is properly completed.
10.3. Rizika týkající se díla přecházejí ze zhotovitele na objednatele v den protokolárního předání jednotlivých částí díla.
- Force majeure and delivery
11.1. The Producer (Litobal) shall not breach the contract or otherwise be liable as a result of any delay or other breach of his obligations under this Agreement if his delay or other failure to fulfill his contractual obligations is due to force majeure. In such a case, the fulfillment of the obligations is extended for the duration of this force majeure. For the sake of force, the parties consider events that are defined by generally binding legal regulations of the Czech Republic and valid case law.
11.2. Unless one of the parties is designated by a written notice delivered in the way specified in this article, a different delivery address shall be delivered to the addresses listed in the contract header or to the orderhead or order confirmation.
11.3. Any document is to be delivered even if the addressee of the document at the address given in the contract title or in the order or order confirmation order does not accept the document on the day the document is returned to the sender and the document has not returned to the sender. is received on the fifteenth day after the document was sent.
11.4. Any document is to be delivered even if the takeover is denied, on the day on which such a shipment returns to the sender and if the document has not been returned to the sender, it shall be delivered on the fifteenth day after the dispatch of the document.
11.5. It is delivered in the form of a registered letter and the form of delivery is not excluded by means of a registered letter with a receipt in their own hands.
11.6. In addition to the preceding paragraph of these T&C, documents may also be delivered by email, fax, data box or other electronic communication, and this method has the same consequences as for recommended writing.
- Duration of the contract
12.1. The contract may be withdrawn unilaterally if one of the Contracting Parties violates the provisions of the contract in a material manner.
12.2. Serious breach by the contractor is in particular a defect in quality or quantity, which the contractor has not replaced by a perfect fulfillment after repeated notice.
12.3. A serious breach by the client is considered as:
- a) Customer’s delay in paying invoices longer than 30 days after due date
- b) Repeated obstacles on the part of the Customer or third parties to prevent prope and / or timely execution of works and completion of the work.
12.4. The withdrawal must be made in writing, served on the other party and must state the reason for withdrawal. Such withdrawal shall take effect on the date of its delivery to the other party.
12.5. The contract may also be canceled by agreement of both parties.
12.6. The reasons for which the contractor is entitled to withdraw from the contract prior to the manufacture of the goods shall be deemed to be the decision of entry of the Client into liquidation, the filing of a petition for bankruptcy of the Client’s property or the bankruptcy declaration on the Client’s property.
- Final provisions
13.1.The Contracting Parties have chosen to assessment the contractual relationship under this Agreement as the applicable Czech law.
13.2. The Contracting Parties agree that property disputes or other disputes arising under this Agreement and which have not been resolved by mutual negotiations shall be submitted to the competent and local court for decision in the Czech Republic to which they have the power to decide between them any dispute arising out of this Agreements.
13.3. The Czech language is chosen as the language decisive for the resolution of disputes.
13.4. This agreement is governed by Czech law and the law, in particular the Civil Code.
13.5. If the wording of the contract would allow for a double interpretation, it will always be the one that goes more economically to achieve the fulfillment of the obligation.
13.6. These General Business Terms and Conditions become effective on 1st May 2018.
Place: Date: Place: Date: