General Business Terms and Conditions

General Business Terms and Conditions of PREFA Technology a.s., 
Id No. 04580303, registered address Průmyslová 566/5, Malešice, 108 00 Praha 10, valid and effective from 19.5.2021 (Version 05/2021)

 

1. General Provisions

  1. These General Business Terms and Conditions (“hereafter referred to only as GBTC“) define the rights and obligations of the parties to work contracts entered into by
  2. PREFA Technology a.s., Id No. CZ04580303, registered address Průmyslová 566/5, Malešice, 108 00 Praha 10 as the contractor (hereafter referred to only as “Contractor). These GBTC apply also to contracts the subject of which is (wholly or in part) the supply of goods or materials produced by a third party, where the contractual relationship between the parties can be regarded to be a purchase contract in which the Contractor plays the role of the seller.
  3. These GBTC determine the relations described in paragraph I.1 above whenever the Contractor’s proposal refers to them. The contractual relations to which these GBTC will be applied are to be primarily determined by the content of an accepted proposal. In respect of issues not defined in the accepted proposal, the contractual relations shall be determined by these GBTC, and issues not defined in these GBTC shall be governed by relevant provisions of Act No. 89/2012, the Civil Code. 

2. Concluding a Contract

  1. A works contract shall be deemed concluded when the Contractor receives from the Client an unconditional acceptance of his proposal. The proposal acceptance must be expressed in writing and presented to the Contractor by post, e-mail, fax or by hand, to a person authorised to act on the Contractor’s behalf.
  2. Unless the Client accepts the proposal unconditionally or conditionally, no contractual relationship will be established. If the Client appends to the proposal any counterproposal, a contractual relationship will be established only if the counterproposal has been accepted by the Contractor. 
  3. The Contractor’s proposal shall be also regarded as unconditionally accepted if the Client allows the Contractor to commence the works specified in the proposal without the Client’s explicit acceptance of the proposal.   

3. Subject of the Contract and Performing Contracted Works

  1. By signing a works contract, the Contractor undertakes to perform for the Client, at his own cost and risk, the contracted works, and the Client undertakes to take over the works and pay for them the agreed price.
  2. The works shall be deemed performed when completed and handed over.
  3. The deadline for completing the works shall be extended by the time during which the Contractor was unable to perform the works for reasons on the Client’s side, which occurred independently from the Contractor’s will and which prevented him from fulfilling his obligations.  

4. Works Handover and Takeover

  1. The Contractor must report when the works will be ready for handover at least 2 days in advance. The Client must confirm the proposed date or arrange with Contractor an alternative works handover date, however such date may not be later than 5 days after the date proposed by the Contractor. At the outset of the handover proceedings the Parties shall agree on the works handover procedure and on its agenda.   
  2. The Client may not, without a prior arrangement, use the works or any completed part thereof, which have not been handed over and taken over. If the Client uses the works in violation of this provision, he will be deemed liable for any damages.   
  3. The Client may not refuse to take the works over because of isolated minor defects which, on their own or in conjunction with others, do not prevent the works from being used functionally and which do not restrict them from being used in any substantial way. The Contractor must repair these defects and any unfinished works free of charge, i.e. as part of the price of the works, and within the deadlines set in the works handover protocol.  
  4. If the Client refuses to take over the works, he must specify in the works handover and takeover protocol the reasons for the refusal. If the Client fails to attend the works handover proceedings, or if he refuses to take over the works without a legitimate reason, the works shall be deemed handed over to the Client on the day on which he was supposed to attend the works handover proceeding, or on the day on which he refused to take over the works without a legitimate reason, and this without objections and free of defects and unfinished works, or with isolated minor defects which, on their own or in conjunction with others, do not prevent the works from being used functionally and do not restrict them from being used in any substantial way, if they are present but the Client unjustifiably refused to take the works over. 

5. Reserved Ownership Rights, Transfer of Risk of Damages to the Works

  1. The ownership rights to the works shall transfer to the Client after the full price of the works has been paid to the Contractor.
  2. The risk of damages to the works shall transfer to the Client upon the works takeover by the Client.
  3. The deadline for completing the works shall be extended by the time during which the Contractor was unable to perform the works for reasons on the Client’s side, which occurred independently from the Contractor’s will and which prevented him from fulfilling his obligations.

6. Price of Works

  1. Unless agreed otherwise (e.g. in the accepted proposal), the Contractor shall become entitled to have the price of the works paid upon the works handover to the Client. If the works are being handed over part-by-part, the Contractor will be entitled to have the price of the part of works paid upon its completion 
  2. The Contractor shall raise and present to the Client an invoice after the works handover (or of their part if the works are being handed over part-by-part) for the price of the works (or the price of the part of the works). 
  3. The Contractor will have the right to suspend performing the works for as long as the Client is in arrears with the payment of any Contractor’s invoices due for payment. And by this time shall be extended the deadline for completing the works.
  4. Being in arrears with the payment of the price of the works shall be deemed a substantial breach of the contract, which will give the Contractor the right to withdraw from the works contract. In such case the Contractor will also have the right to withdraw from all contracts entered into with the Client, alternatively the right to refuse fulfilling other contracts, until all overdue invoices are paid in full, including accessories.   
  5. If the price of the works is in the contract specified in EUR, then if the price to be paid in EUR, converted to CZK using the EUR-CZK exchange rate announced by the Czech National Bank (“CNB”) on the day of the payment, is lower by more than 1% than the amount equal to the price specified in the contract in EUR converted to CZK using the EUR-CZK exchange rate announced by the CNB on the day the Contract was concluded, the Contractor will have the right to request that the Client pays him the difference, and the Client shall pay this difference to the Contractor within 15 days after having received the request; the price of the works will thus be automatically increased by this difference.   
  6. If the Client is in arrears with any payment due to the Contractor, the Client shall pay the Contractor a fine at the rate 0.1% of the amount owing for each day the payment is in arrears. Payment of the fine shall not prejudice the Contractor’s right to be fully indemnified for damages suffered as the consequence.   
  7. If during the time between the signing of the works contract and the works completion the prices of production inputs, especially those of metallurgical products or other sub-deliveries, increase by more than 5%, the Contractor will have the right to unilaterally increase the price of the works by these increased inputs, without seeking the Client’s approval.   

7. Liability for Defects and Warranty

  1. The Contractor provides to the Client a 12-month quality warranty, commencing on the works handover day (if the works are to be handed over part-by-part, the warranty period for each part will commence separately for each part, upon the handover of the part of the works).   
  2. In the event of a defective delivery (or if a defect in the works is identified during the warranty period) (i.e. when the Contractor is legally liable for the defects in the works as well as when he is liable from the provided warranty), the Client will have the right to have the defect repaired free of charge, within a deadline in proportion to the defect’s nature. If the defect cannot be repaired, the Client will be entitled to an adequate discount from the price of the works. The Contractor also may, in his own discretion, deliver in lieu of a repair or an adequate discount on the price of the works, new works. The application of the provisions of Article 2106 and Article 2108 of Act No. 89/2012 is excluded.  
  3. The Contractor shall be absolved of liability for defects in the works caused by incorrect installation, unless the installation was carried out by himself or by other contractor on the Contractor’s behalf (by a Contractor’s subcontractor).  

8. Force Majeure

  1. Definition of force majeure:
    Force majeure is defined as an exceptional event or circumstance beyond the Contractor’s control, due to which the Contractor was unable to reasonably protect himself before entering into the works contract, and which could not be avoided or overcome. Force majeure may include, but is not limited to, particularly the following events or circumstances: 
    • war, conflicts (irrespective of whether the war has been declared or not), invasion, acts of hostility by a foreign country; 
    • rebellion, terrorism, revolution, uprising, military putsch or seizing of power, civil war;
    • disturbances, mutiny, strike or closure initiated by persons other than the Contractor’s personnel or other Contractor’s employees and subcontractors;
    • military ammunition, explosives, ionising radiation or contamination by radioactivity, provided it has not been caused by the Contractor using this  ammunition, explosives, ionising radiation or contamination by radioactivity;
    • natural disasters such as earthquake, gale wind, lightning of volcanic activity;
    • newly adopted measures (e.g. a law, decree, public notice, etc.) by state authorities which render fulfilling the works contract impossible.
  2.  Rights and obligations in the event of the effects of force majeure
    a - If performing the works or any part thereof becomes under the agreed terms and conditions impossible due to the effects of force majeure, the Contractor will have the right, within 30 days after the outset of the effects of force majeure, to ask the Client to negotiate concluding an addendum to the works contract which will react to the situation. Unless the Contractor asks the Client within this deadline, he will forfeit his rights established on account of the effects of force majeure.   
    b - Unless the Parties conclude such addendum within 10 days after the Contractor’s request for the negotiations aimed at concluding it as described in paragraph §§§8.2.1 → VIII.2a above, the Contractor will have the right to withdraw from the works contract. 

9 - Miscellaneous Provisions

  1. Any disputes concerning this work contract shall be resolved before by locality competent District Court for Prague 10 if the dispute involves an issue for which competent as the court of first instance is a district court, or before the Municipal Court in Prague if the dispute involves an issue for which competent as the court of first instance is a regional court.
  2. The legal relations established by the works contract shall be governed by the legislation of the Czech Republic. If a foreign element is involved, the application of collision laws or international treaties is excluded; the matter shall be assessed in accordance to the legislation of the Czech Republic as if the foreign element were not present, and the court proceedings shall be conducted in accordance with Act No. 99/1963, the Civil Courts Order.   
  3. The Parties undertake not to disclose any information which concerns business transactions which the Parties conduct, and shall regard such information as a trade secret.
  4. The Client accepts the risk of changed circumstances as defined by the provisions of Article 1765 paragraph 2 of the Civil Code; in respect of legal relations established by the works contract which are governed by these GBTC, the Client will not have the right to initiate renegotiating the works contract if a substantive change in the circumstances occur as defined by the provisions of Article 1765 paragraph 1, nor the right to have the contract amended or cancelled by a court as defined by Article 1766 of the Civil Code.
  5. By entering into a works contract, the Client grants the Contractor an irrevocable consent to the Contractor to publish any images depicting the works (photographs, sketches, etc.), information about the contract and references in any Contractor’s promotional materials, in any form whatsoever (printed, digital, etc.).