General Terms and Conditions

of SLT components spol. s r.o., identification number: 04599357

Registered office: V Loučkách 276, 530 02 Mikulovice

Following Section 1751 of Act no. 89/2012 Sb., Civil Code (hereinafter referred to as the “Civil Code”)

1 The scope and validity of the General Terms and Conditions

These General Terms and Conditions (hereinafter referred to as “GTC”) regulate the mutual contractual relations regarding the supply of goods (hereinafter referred to as “Goods”) and arising from purchase contracts (hereinafter referred to as “Contract”) concluded by and between SLT components spol. s r.o., identification number: 04599357, having its registered office located at V Loučkách 276, 530 02 Mikulovice, registered with the Regional Court in Hradec Králové under File no.: C 36195 (hereinafter referred to as the “Seller”) and the other contracting party as the recipient of the goods (hereinafter referred to as the “Buyer”), who is not a consumer. Upon conclusion of the Contract, these GTC become an integral and inseparable part of the Contract, unless the Parties expressly agree otherwise in writing.
The individual provisions of the Contract applied to the business cases negotiated by and between the Seller and the Buyer take precedence over the GTC. If the Contract is of a framework nature and refers to the GTC that regulate the terms and conditions or certain contractual margins for sub-contracts that have been concluded on the basis of the Contract, it is conclusively presumed that the Seller and the Buyer consider the GTC to be an integral and inseparable part of each and every sub-contract that has been concluded on the basis of the framework contract.
The legal relations and any disputes arising from the Contract concluded by and between the Seller and the Buyer are governed by the law of the Czech Republic. The contractual language is Czech; it takes precedence over all other language versions.

2 Offer, price and conclusion of the Contract

The prices stated in the Seller’s catalogues, as well as information passed on orally or by telephone or information obtained via the Internet and relating to the prices for the Goods, are non-binding prices for information only and are not considered to be a proposal for the conclusion of a purchase contract.
The Seller may change the Goods and price offers without giving notice in writing.
The Seller is not liable for any errors stated in the catalogue, on the Internet, in magazines or promotional material.
The prices quoted in offers sent by the Seller are contractual prices and they are valid for a period of thirty (30) working days of the date of issuance of the offer, unless stated otherwise in the offer. Price offers are indicative and are not considered to be proposals for a purchase contract.
Unless the Buyer is sent a price offer according to Section 2.4 of the GTC, the price for the Goods is set as a contractual price in line with the Seller’s pricelist valid on the date that the Buyer ordered the Goods. The price is agreed upon acceptance of the prices so established by way of a price reference in the Buyer’s purchase order. Unless stipulated otherwise, the date
the Goods were ordered is considered to be the date of delivery of the purchase order to the Seller in accordance with the GTC.
VAT will be added to the price for the Goods at the statutory rate. Unless stipulated otherwise, the price for the Goods does not include packaging costs, transportation, cash on delivery or insurance. Where transportation costs are not stipulated in the Contract, it is conclusively presumed that transportation costs have not been agreed. Unless stipulated otherwise, the price for transportation carried out is charged separately in accordance with postal or transport service tariffs.
The Contract is concluded after the fulfilment of both of the following conditions:

1) The Buyer delivers its purchase order to the Seller in any one of the following forms: (i) by telephone, (ii) by fax, (iii) by post, (iv) by e-mail to whichever address, [email protected] or [email protected] or [email protected] , (v) via the web form at www.sltcomponents.com or (vi) in writing in person at the Seller’s establishment, at the Buyer’s discretion (hereinafter referred to as the “Purchase Order”); and

2) The Seller expressly accepts the Buyer’s Purchase Order as stipulated under Section 2.9 of the GTC. The Seller’s contact details for the individual types of Purchase Orders are available at the Seller’s website: www.sltcomponents.com . The Buyer will state its contact e-mail address in the Purchase Order; it is to this e-mail address that confirmation of the Purchase Order will be sent.

Upon delivery of the Purchase Order to the Seller, the Buyer confirms that it is familiar with the GTC, that it agrees with the GTC without any reservations in the wording valid at the time of delivery of the Purchase Order to the Seller, that it accepts the GTC and that it will abide by them.
The Contract is concluded when the Seller delivers acceptance of the Purchase Order to the Buyer by e-mail, fax or in writing. In accepting the Purchase Order the Seller will also confirm the type and quantity of the Goods ordered, the total purchase price and the expected date on which the Goods could possibly be dispatched or collected if picked up in person, or the date the Goods will be passed on to the carrier, provided transportation has been agreed. The Seller’s actual failure to act does not constitute acceptance of the Purchase Order. If the Seller accepts the Buyer’s Purchase Order, but only subject to supplements, reservations, restrictions and/or other changes, the Buyer is obliged to raise its objections to the amendments at [email protected] or [email protected] or [email protected] within one (1) working day as of the date of delivery of the changes proposed by the Seller. Should the Buyer fail to do so, the Seller takes it that the Buyer agrees with the changes and that the Contract is concluded. Should the Buyer express reservations about the changes, this is an impetus to further negotiate the content of the Contract according to Section 2.11 of the GTC.
The Buyer may inform the Seller in writing about its wish to amend or cancel the Purchase Order before the Seller confirms the Buyer’s Purchase Order according to Section 2.9 of the GTC; the Buyer will send notification to: [email protected] or [email protected] or [email protected] . The Seller undertakes to accept such notification only if up until then it still has not issued a tax document (invoice) for the originally ordered Goods. A Purchase Order already confirmed by the Seller may be cancelled following bilateral agreement between the Seller and the Buyer.
The Seller regards any proposals to make changes or supplements to a Purchase Order already confirmed by the Seller, or deviations thereto for that matter, to constitute an impetus to further negotiate the content of the Contract. The Seller is not liable for the non-conclusion of
the Contract in the sense of the Buyer’s changes. A Contract that has already been concluded, including an already agreed purchase price, may be amended only subject to the Parties’ agreement or for legal reasons.
The Seller is not liable for any errors that may arise in connection with data transfer(s).
Erroneously ordered Goods are non-returnable.
Sale of the Goods does not bind the Seller to carry out their installation, assembly or building in, nor does it bind the Seller to render any other specialised services, unless otherwise agreed. In what concerns assembly, the Parties will lay down more detailed terms and conditions in the confirmed Purchase Order.

3 Delivery terms and conditions

The date of delivery of the Goods is stated in the confirmed Purchase Order.
The time of delivery of the Goods in the Czech Republic is subject to the INCOTERMS clause contained in the Purchase Order confirmed by the Seller, otherwise the time of delivery of the Goods is as follows: (i) if Goods are transported: a) to a buyer – entrepreneur hand-over of the Goods to the first carrier for transport, (ii) the moment when the Buyer made receipt of the Goods at the Seller’s registered office or establishment or (iii) the moment when the Seller allowed the Buyer to make receipt of the Goods and when the Seller informed the Buyer in time to do so.
The time of delivery of the Goods outside the Czech Republic is subject to the INCOTERMS clause contained in the Buyer’s Purchase Order confirmed by the Seller. Should the Parties not agree on INCOTERMS, they will proceed according to Section 3.2 of the GTC.
Should the Goods be subject to transport, the Buyer is obliged to check, prior to written confirmation of the receipt of the Goods, whether the data stated in the waybill correspond to the Purchase Order. If the data stated in the waybill do not correspond to the facts stipulated under the Contract, the original wrapping has been damaged or is otherwise impaired, the Buyer is obliged to state this on the carrier’s waybill and draw up a damage report together with the carrier, or the Buyer may reject the Goods in whole. The Buyer is then obliged to immediately inform the Seller about this in writing.
If a Buyer – natural person makes receipt of the Goods from the carrier, the Buyer will confirm receipt of the Goods by attaching his signature to the delivery note, which besides other things includes his name, surname, identity card number (or the number of any other document of identification), and other identification data, if applicable. Should the Buyer be a legal entity, the Buyer confirms receipt of the Goods by stating its company name, registered office, identification number and the name and surname of the person authorised to make receipt of the Goods (and who will sign the delivery note) in the delivery note.
The Buyer is obliged to examine the Goods as soon as possible upon transfer of the risk of loss (transfer of risk of damage to the Goods). Should the Buyer refuse to make receipt of duly and properly delivered Goods, it is obliged to pay the Seller any and all costs associated with the given business case. The Seller’s right of compensation for material and non-material damage is not prejudiced thereby.
The delivery term will be reasonably extended in cases when the delivery is delayed due to unforeseeable events, such as force majeure. The Seller is not liable for delays in delivery which have arisen as a result of natural disasters, unexpected delays in connection with customs proceedings, production failure, transport damage, strikes, interruption of operation, delays in the delivery of raw materials and material or force majeure. Such circumstances will not weigh against the Seller even if it is already in default. The above circumstances are reason for deferment of performance of contractual obligations on the part of the Seller for the period and to the extent of the efficiency of these circumstances. The same applies even if the above referred to circumstances arose with the Seller’s contractors or their sub-contractors.
In order for the delivery period to be observed, it is required that the Buyer deliver in time all of the documents, the necessary approvals and authorisations agreed upon by the Parties under the confirmed Purchase Order and that the Buyer adhere to the agreed payment terms and conditions. The delivery period is postponed by the Buyer’s period of delay.
The Seller fulfils its obligation to supply the goods within the agreed term provided it surrenders the Goods to the Buyer on the last day of the agreed delivery period.
Should the Buyer have unsettled payable monetary or non-monetary debts towards the Seller, the Seller may suspend any further supplies of Goods up until the Buyer has settled its debt in full; this also applies to Purchase Orders confirmed by the Seller at an earlier date. The Seller is not in delay of performance of its obligations towards the Buyer for that period. The term of delivery of suspended supplies of Goods is extended by the period of time the Buyer delays payment of the purchase price.
Should the Seller supply the Buyer with a greater amount of Goods than what it is obliged to, the Buyer may refuse to make receipt of surplus Goods upon their take over. If the Buyer fails to do so upon the take-over of the Goods, that is to say if it fails to make a written point about it in the delivery note or any other document, the Buyer is conclusively presumed to have made receipt of the surplus Goods and it is obliged to pay the purchase price for such Goods as follows from the unit price of the Goods agreed under the Contract or stated in the Seller’s current pricelist as at the date of delivery of the Goods to the Buyer.
Should the Purchase Order be changed on the part of the Buyer in accordance with Section 2.10 of the GTC, the delivery period will be extended by the period of time necessary to implement new production terms and conditions.

4 Packing of Goods

Unless the Buyer describes a special packing method in the Purchase Order, the Goods will be packed in the way usual for that type of product, the given quantity and the agreed means of transport, if applicable. If there are no customary norms and practices, the Seller will pack the Goods in the way necessary to preserve the Goods and keep them safe. Should this be the case, the Seller will choose the, for the Seller, economically most suitable method of packing and type of consignment.

5 Payment terms and conditions Title and risk of loss

In the Purchase Order, the Buyer may select any of the following methods of payment of the purchase price:
1. Payment in cash upon delivery of the Goods at the moment of the delivery of the Goods, if the purchase price does not exceed the cash payment limits stipulated under Act no. 254/2004 Sb., governing the restriction of cash payments. If the limit were to be exceeded, the Buyer is obliged to pay the purchase price by money transfer according to section b), or
2. Payment by bank transfer prior to delivery of the Goods to the Seller’s bank account on the basis of an advance payment invoice, or
3. Cash on delivery upon delivery of the Goods by a carrier (the carrier will make receipt of the cash), provided the purchase price does not exceed the cash payment limits stipulated under Act no. 254/2004 Sb., governing the restriction of cash payments. If the limit were to be exceeded, the Buyer is obliged to pay the purchase price by money transfer according to section b), or
4. Payment by bank transfer after the delivery (surrender) of the Goods to the Buyer on the basis of an invoice issued by the Seller in accordance with this Article of the GTC.
In accepting the offer according to Section 2.10 of the GTC, it is at the Seller’s discretion to state whether it accepts the selected method of payment of the purchase price. If the Seller does not accept the method of payment of the purchase price as selected by the Buyer, it will select another of the methods of payment of the purchase price for the Goods stated in Section 5.1 of the GTC. This does not constitute a change of the Purchase Order in the sense of Section 2.11 of the GTC. If the Parties have not agreed on the method of payment of the purchase price, the Buyer is obliged to pay the purchase price according to Section 5.1 (a) or (b) of the GTC.
The Seller reserves the right to demand that the Buyer makes an advance payment on the purchase price up to the amount of 100 % of the price agreed. If an advance payment invoice is issued, it is payable within fourteen (14) days as of its date of issue.
If payment is made according to Section 5.1 (a), (c) and (d) of the GTC, the Seller will usually provide the Buyer with the invoice upon delivery (surrender) of the Goods. The Buyer will receive the advance payment invoice together with confirmation by the Seller of the Purchase Order according to Section 2.9 of the GTC. Unless otherwise agreed, the purchase price is payable within fourteen (14) calendar days from the date of issue of the invoice. The Seller may send the invoice and the advance payment invoice to the Buyer in writing and in electronic form.
The purchase price is considered paid when the purchase price is credited to the Seller’s bank account or when paid to the Seller in cash.
If the sale is made in the Czech Republic, risk of loss passes to the Buyer on the date of delivery of the Goods according to Section 3.2 of the GTC.
If the Goods are delivered outside of the Czech Republic, risk of loss is subject to the INCOTERMS clause contained in the Buyer’s Purchase Order confirmed by the Seller. Should there be no INCOTERMS clause, the Parties will proceed according to Section 5.6 of the GTC.
Any payment made by the Buyer may, even without its consent, be used by the Seller to primarily cover any of the Seller’s outstanding claims arising from the Contract or other contracts, whereby the payments will first be settled against the costs arisen and the accessories and then the principal. The Buyer may not effect offsets without the Seller’s written approval.

6 Warranty and complaints

The Seller’s obligation is to (i) duly and properly and in time supply the Buyer with the Goods ordered at the agreed place of performance, (ii) provide the Buyer with the documents pertaining to the Goods, (iii) allow the Buyer to acquire title to the Goods. The Seller will provide the Buyer with the documents necessary for the take-over and use of the Goods, particularly but not only confirmation and certificates, immediately after take-over of the Goods, however no later than within ten (10) working days of delivery of the Goods to the Buyer.
The Buyer’s obligation is to make due and proper receipt of the ordered Goods and to pay the purchase price for such Goods in time in accordance with the pre-agreed terms and conditions included in the Contract.
Unless stated otherwise, the Parties’ rights and obligations associated with asserting the shortcomings of the Goods, particularly in what concerns a difference in quality, quantity and price, follow the provisions of the GTC.
The Seller undertakes to sell the Buyer defect-free Goods. The Buyer may assert rights from defective performance in accordance with Section 2099 and the following of the Civil Code. Upon receipt of the Goods, the Buyer is obliged to double-check them as soon as possible.
If the Buyer discovers a discrepancy between the data stated in the delivery note, invoice, or if it discovers the Goods to be damaged in consequence of transportation, or if it discovers the Goods to be obviously damaged, the Buyer is obliged to immediately report this to the Seller and send the Seller a written complaint (by post, fax or e-mail) no later than within five (5) working days of the date of receipt of the Goods. Later complaints of this type will not be acknowledged by the Seller. The Buyer will attach a copy of the purchase document relating to the Goods to the complaint. The Buyer will provide the Seller with the original purchase document if requested to do so by the Seller. In the complaint, the Buyer will state its contact details, a description of the defect and how it wishes the complaint to be dealt with. The Seller will not accept complaints made cash on delivery at the Seller’s costs.
The Buyer is obliged to inform the Seller which right arising from defective performance it has chosen when reporting the defect or without any unnecessary delay after reporting the defect. The Buyer may not change preference without the Seller’s approval, unless the Buyer demanded that the defect be remedied, which in the end proved to be impossible. The Seller is not liable for defects having arisen in consequence of common wear and tear or failure to abide by the instructions manual(s) pertaining to the Goods.
If required by the Buyer, the Seller will confirm in writing to what extent and for how long its duties and obligations arising from defective performance prevail and how the Buyer can exercise its rights following therefrom.
In what concerns defects that constitute an insignificant breach of the Contract (independently of whether the defect is removable or irremovable), the Buyer may have it removed or it may receive a reasonable discount on the purchase price.
The Seller provides a 12 month warranty for the quality of the Goods. The beginning of the warranty period means the moment risk of loss is transferred. When making a complaint, the Buyer must present the invoice and delivery note. The Buyer must draw up a report on the defects discovered, in writing, by post, fax or e-mail. In the written statement, the Buyer must state the discovered defects, i.e. it must state what defects are at issue and how they show.
The warranty does not apply to defects occurring due to poor operation, non-specialised or excessive manipulation, damage caused by an electrostatic charge and use or installation in contradiction with user documentation or failure to observe set network conditions, as well as damage caused by external incidents or erroneous manipulation.
The warranty immediately expires if the Buyer or a third person change or otherwise tamper with the subject-matter of performance without the Seller’s prior written approval.
If a complaint made during the warranty period is regarded as legitimate, the Seller will have the Goods repaired or exchanged for new ones, at its discretion.
The warranty covers the repair of a defective component or the replacement of a defective product with a new one, but it does not cover costs of installation, service and it does not assume liability or responsibility for indirect, special, random or consequential damage of whatever nature to defective production facilities or plants, inclusive of lost profit or loss of business opportunities.
Retention of payment(s) or a decrease in the purchase price by the Buyer in the event of a complaint is not permitted.
The Seller is obliged to decide about the complaint within thirty (30) days, whereby it will send the Buyer reports about how the complaint is being handled to the Buyer’s e-mail address from which it made the complaint.
If the customer’s complaint is unjustified, the Seller may claim compensation for costs that it incurred in connection with its handling the Buyer’s complaint.

7 Sanctions and withdrawal from the Contract

If the Buyer delays payment of the price for the Goods in whole or in part, the Seller may charge the Buyer statutory interest on late payment. The Seller’s right of compensation for material and non-material damage and compensation of costs associated with the recovery of debts is not prejudiced thereby.
If the Buyer delays payment of the price for the Goods in whole or in part, the Seller may charge the Buyer a contractual penalty in the amount of 0.05 % of the amount due for each and every even commenced day of delay starting on the first day of delay. The Seller’s right of compensation for material and non-material damage is not prejudiced thereby.
If (i) the Buyer delays payment of a debt (such as the purchase price or an advance on the purchase price) towards the Seller past due for more than thirty (30) days, or (ii) insolvency proceedings regarding the Buyer’s property will be commenced, or (iii) the Buyer goes into liquidation, the Seller may immediately withdraw from the Contract without the need for notification. Any and all of the Seller’s claims towards the Buyer fall due as at the date of withdrawal from the Contract. Should this be the case, the Seller may demand immediate return of Goods that have not yet been paid for. Neither withdrawal from the Contract nor any other type of termination of the Contract result in the extinction of (i) the right to compensation for damage resulting from the breach of the Contract, (ii) the right to payment of contractual penalties or interest on late payment according to the Contract or the GTC, (iii) the Seller’s money claims from the Buyer having arisen on the basis of the Contract or in connection with it, (iv) arrangements concerning the choice of law and settlement of disputes, (v) provisions that govern the relations between the Seller and the Buyer in terms of withdrawal from the Contract.
If the Buyer delays receipt of the Goods, the Buyer is obliged to compensate the Seller for any damage it may incur as a result thereof.
If the Buyer delays taking the Goods over within the agreed term, the Seller becomes entitled to resell the things in a proper manner, upon prior notice, and on the account of the Seller in the sense of Section 2126 of the Civil Code after the Seller has provided to the Buyer reasonable time for taking the thing over. A reasonable time is considered to be (i) five (5) calendar days, if the Goods are supplied in the Czech Republic and (ii) fourteen (14) calendar days if the Goods are supplied outside of the Czech Republic. This applies even if the Buyer delays payment by which hand-over of the thing is conditioned.
The Seller’s liability towards the Buyer for any damage, inclusive of any and all contractual penalties that may arise during the performance of the Contract on the grounds of one or more breaches of the Seller’s contractual or statutory obligations, is limited only up to the amount of fifty percent (50 %) of the purchase price for the supply of the Goods, excluding VAT.

8 Protection of industrial rights and copyright

In concluding the Contract no rights arise for the Buyer to use any of the Seller’s registered trademarks, trade names, company logos or patents. Unless stipulated otherwise under an agreement, the Buyer is also aware of the fact that purchase of the products (Goods) put on offer by the Seller does not give the Buyer any copyright to the Seller’s offers, drawings, descriptions or any other of the Seller’s documents, including any samples that may be provided to the Buyer.

9 Final provisions

The GTC are available at www.sltcomponents.com .
If any of the provisions laid down in the GTC or any provisions of contracts the GTC form an integral and inseparable part to are considered to be invalid, unenforceable or ineffective, this will not affect the validity or the enforceability of the remaining provisions of the GTC in contracts the GTC form an integral and inseparable part to.
Unless otherwise stipulated in a specific Contract, if a document is not delivered or if its receipt is rejected, it is considered to have been delivered on the third day after having been sent, provided it is sent by a post office licence holder, a messenger or in person. Only the Seller may deliver documents electronically, except for the cases stipulated in the GTC. If delivered electronically, documents are considered to have been delivered on the third day after being sent, unless the document was returned as undeliverable. Documents are sent to the addresses provided in specific contracts or, where applicable, to the address provided to the other party in the contractual relationship.
By concluding the Contract the Buyer agrees to being sent information e-mails, SMS offers and postal items pertaining to the Seller and concerning good buys, discounts, special offers and things of interest that are associated with the Seller's line of business.
The Buyer is aware of the fact that it may withdraw its approval at any point in time. The Seller’s right of damages is not prejudiced thereby. Particularly in cases when the Seller could not perform its obligations arising from the legal relationship agreed with a third person in consequence of the Buyer withdrawing its approval and/or in consequence of corrections or deletions made to the data or such data being blocked.
Assignment of the Buyer’s claims from the Seller is not possible.
The Parties agree in accordance with Act no. 216/1994 Sb. that any and all of their disputes having arisen from the legal obligations resulting from the Contract or in connection with these legal obligations, that cannot be resolved through mutual negotiations, will be decided under arbitration proceedings. Any and all disputes arising from the Contract or in connection with the Contract will be decided with final validity by the Arbitration Court of the Economic Chamber of the Czech Republic and the Agrarian Chamber of the Czech Republic in accordance with its Code and Rules by three arbitrators.
The Seller and the Buyer declare that the GTC have not been concluded under duress or otherwise unfair conditions and that they are familiar with the wording of the GTC.
Both Parties assume the risk of change in circumstances in accordance with Section 1765 of the Civil Code.
The rights and obligations not regulated by the GTC are governed by the law of the Czech Republic, primarily but not only Act no. 89/2012 Sb., Civil Code, excluding rules on conflict of laws and the UN Convention and contracts for the international purchase of goods.

10 Validity and effectiveness

The GTC became valid and entered into effect on 01 April 2017 and replace the previous GTC.

Petr Žemlička

Director

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