BTL GROUP GENERAL PURCHASE TERMS and Conditions

(ALSO REFERRED TO AS “GPT&CS”)

1. Validity and Applicability of General Purchase Terms & Conditions

1.1. These General Purchase Terms & Conditions govern mutual rights and duties of members of the BTL Group, namely BTL Medical Technologies s.r.o., with its registered office in the Czech Republic at Prague 6, Evropská 423/178, Identification No.: 28978404, and BTL Industries AD, with its       registered office in the Republic of Bulgaria at Sofia, 8 Tsar Kaloyan str., fl. 2, Identification No.: 175180182 (hereinafter also referred to individually as “purchaser”), acting independently as the purchaser, and of their contractual and business partners. The GPT&Cs are binding for any and all   business  dealings between the purchaser and its business partners, where the purchaser acts as a customer, client or buyer, including, without limitation, contracts for work, service contracts or contracts having a similar scope of performance, purchase contracts, including framework contracts   under which individual contracts with the above scope of performance are concluded.

1.2. By confirming the purchaser’s order and/or concluding a contract and/or supplying goods, the contractual partner acting as a seller, contractor or supplier (hereinafter also referred to as “supplier”) confirms that it agrees with the provisions of these GPT&Cs and undertakes to be bound by them in their full extent.

1.3. These General Purchase Terms & Conditions shall apply in their full extent, unless the purchaser and its supplier (hereinafter also referred to jointly as “contractual parties”) agree otherwise with respect to some terms and conditions in writing. Written provisions agreed by the contractual parties at variance with these GPT&Cs will prevail over provisions of these GPT&Cs.

1.4. Unless further provided otherwise and where permitted by the nature of the scope of performance, the term “goods” also includes the execution of works, provision of services and similar performance rendered by the supplier on the basis of a contract concluded with the purchaser.

1.5. Application of the general business terms and conditions of the supplier is hereby excluded, unless they are accepted by the purchaser in writing. This applies even if the general business terms and conditions of the supplier are not in conflict with the GPT&Cs of the purchaser. Acts of the purchaser and performance of contracts by the purchaser are not deemed to constitute its consent to the application of terms and conditions at variance with the GPT&Cs of the purchaser.

 

2. Orders

2.1. Written orders by the purchaser are binding, provided that orders sent or confirmations made electronically by e-mail are also deemed to be in the written form. Verbal or telephone orders are only deemed binding if subsequently confirmed in writing by the purchaser. Any verbal order that has not been confirmed in writing will be disregarded.

2.2. The purchaser is entitled to revoke an order until the time it receives a notice of its acceptance by the supplier.

2.3. The supplier must confirm an order in writing no later than three business days from the date of its sending by the purchaser. This condition will be met if an order is confirmed electronically by e-mail. A contract is concluded by the written confirmation of an order.

2.4. Confirmation of an order with any amendment or variation will not be deemed to constitute the acceptance of that order and, hence, the conclusion of a contract. Consequently, the provision of Sec. 1740 (3) of Act No. 89/2012 Sb., Civil Code (hereinafter referred to as “Civil Code”), as amended, shall not apply.  

3. Place of Delivery

3.1. The place of delivery of goods is specified in a contract and/or order of the purchaser. If no place of delivery is specified, the supplier is obligated to request the specification of the place of delivery from the purchaser and deliver the goods to the place so specified by the purchaser. A written record is made on the delivery of goods and signed by the contractual parties, or their representatives. Goods are deemed delivered if a representative of the supplier, or the carrier if the goods are forwarded, physically hands over the goods to the purchaser or its authorized representative at the place of delivery, and if such fact is confirmed by the purchaser or its representative in the respective document (handover protocol, bill of delivery, receipt of payment, etc.).

3.2. The supplier is obligated to deliver goods to the exact place as specified by the purchaser. If the purchaser further specifies the place of delivery, the supplier is obligated to deliver the goods to the hall so specified. The supplier is obligated to pass the information regarding the exact place of delivery and the specification of the delivery premises on to the carrier; otherwise, the goods cannot be deemed delivered.

3.3. Where permitted by the nature of the goods, the supplier is obligated to deliver the goods on Euro pallets, or pallets of the same size. Pallets must not be damaged and must not jeopardize the safety of the personnel.

3.4. All goods must be packaged in accordance with applicable legislation and regulations of the selected carrier, with the supplier being responsible for compliance with these as well as liable for the consequences of any non-compliance.
 

4. Delivery Date

4.1. Delivery dates as specified in an order of the purchaser are binding. If a fixed date of delivery has been agreed, an earlier delivery is only possible with the prior written consent of the purchaser, with the agreed due date of the price not being affected. This shall not apply if a delivery deadline rather than a delivery date is set in an order, with such a deadline commencing from the date when the respective order is sent by the purchaser, regardless of the time of its confirmation by the supplier. Where no specific delivery date/deadline is set in an order, the delivery deadline will be deemed to be 10 business days from the date when the respective order was sent by the purchaser. The supplier will not be liable for a delay solely if such delay has resulted from extraordinary and unforeseeable obstacles beyond control of the supplier and solely to the extent that such reasons are sufficiently established by the supplier and that the supplier immediately informs the purchaser about such a fact. The supplier undertakes to immediately inform the purchaser about any foreseeable delays in delivery. Failure to meet the delivery date/deadline also includes delivering goods within the agreed deadline/by the agreed date but in a smaller quantity than specified in the confirmed order. In addition to other legal claims in the event of the supplier’s failure to meet the delivery date/deadline, the purchaser is entitled to demand the delivery of the goods and compensation for damage caused by the delay, as well as rescind the contract. The supplier is liable for any delay in delivery caused by subcontractors of the supplier or third parties. The purchaser is entitled to return or reject any earlier or excess deliveries, all at the expense of the supplier.
 

5. International Commercial Terms

5.1. The supplier agrees to the basic delivery term of Delivered Duty Paid (hereinafter referred to as “DDP”) under the International Commercial Terms, i.e. that the seller assumes all obligations and liability relating to the process of forwarding, unless specified otherwise in the order. 

5.2. The supplier bears all the costs and risks involved in bringing the goods to the agreed place of destination and has an obligation to clear the goods not only for export but also for import, to pay any duty for both export and import and to carry out all customs formalities unless specified differently in contract and/or order. 

6. Review and Inspection

6.1. BTL reserves the right to inspect the delivered goods within 30 days from their receipt in order to ascertain that the right product (in terms of  product type) has been delivered and, as the case may be, undertakes to raise a claim regarding the goods with the supplier in writing within the same deadline. This is not to be confused with warranty and visual, mechanical or functional defects found when using the products on the production line. Visual, mechanical and functional defects are treated as per paragraph 8. Warranty.
 

7. Price for Goods and Invoicing

7.1. The price for goods is determined based on the price list of the supplier as valid on the date when the respective order was sent, i.e. based on the price list which was attached to the contract or which the supplier has provably disclosed to the purchaser as follows. A change in prices is only possible upon a prior written agreement of the contractual parties. In the price list, the supplier is obliged to also expressly state any and all other costs charged in connection with the delivery of goods, including, without limitation, costs of transport to the place of delivery, fees, taxes (VAT), and others. Failing to do so, the supplier shall not be entitled to reimbursement of such costs.

7.2. The supplier will only issue an invoice for goods after the due delivery of the goods, in the form of an electronic tax receipt (invoice) having all requisites pursuant to applicable legal regulations and including the number of the purchaser’s order; an invoice will be delivered electronically by e-mail to the following e-mail address of the purchaser. The purchaser expressly agrees to the issuance and receipt of a tax receipt in the electronic form as per the preceding sentence.

7.3. An invoice will be due within 45 days from the date of its due delivery to the purchaser in case nothing else is negotiated in written by both parties . If an invoice of the supplier lacks the requisites and attachments as required under these GPT&Cs or if it is not delivered in the prescribed manner (by e-mail), it will not be deemed to be duly delivered to the purchaser and the deadline for its payment will not commence until it is delivered in the prescribed manner.

7.4. The purchaser reserves the possibility of setting off receivables, if any, from the supplier pursuant to Sec. 1982 of the Civil Code. The purchaser may proceed with a setoff once the purchaser becomes entitled to demand satisfaction of its receivable and obligated to pay its debt.
 

8. Warranty

8.1. The supplier provides a warranty for perishable goods until the use by date or the best before date as indicated on the packaging of the goods, provided the protective packaging has not been removed from the goods, save where such removal of packaging is necessary in order to ascertain any defects. Goods with an expiration date will only be accepted if the expiration date is no less than 6 months from the delivery to the purchaser.

8.2. The supplier provides a warranty for any other goods in the duration of 24 months from the date when the goods were put into operation or when they were first used by the purchaser. Notwithstanding the preceding sentence, the warranty period will end no later than 36 months after the goods are delivered to the purchaser. The duration of the warranty periods according to this Article will not apply if the supplier grants a longer warranty period. The supplier warrants that any goods or a part thereof, which will be defective or which will prove to have a defect during the warranty period, will be, at the option of the purchaser and regardless of whether the defective performance breaches the contract materially or immaterially, either replaced by new goods and concurrently transported to the place determined by the purchaser, and/or repaired by the supplier and/or a discount from the price of the defective goods will be provided by the supplier. The same applies if the supplied goods do not meet the technical requirements or do not have the properties and comply with the requirements as specified by the purchaser. The supplier is obligated to replace any defective perishable goods by new goods. Any and all costs connected with the above procedure, including costs of transport, will be borne by the supplier. The supplier is obligated to remove any defects within the deadline as set by the purchaser, and in the absence of such a deadline, within a reasonable period of time. Should the supplier fail to remove defects within an additional deadline provided by the purchaser, the purchaser is entitled to rescind the contract, whether entirely or in part, and to demand compensation for damage, or remove the defects by itself, or have them removed by a third party, all at the expense and risk of the supplier.

8.3. In the event of any serious problem with the quality of goods, the supplier undertakes to cooperate with the purchaser, provide the purchaser with an analysis of the problem and suggest suitable solutions, such as 8D report and other generally valid standards.

8.4. The supplier undertakes to inform the purchaser about any change in the nature, behavior and properties of the goods.
 

9. Contractual Penalty

9.1. In the event the supplier breaches its duty to deliver goods within the delivery deadline/by the delivery date, they will pay the purchaser a contractual penalty in the amount of 0.05% from the price of the goods affected by the delay for each commenced day of delay. This shall not affect any claim of the purchaser for full compensation of damage in addition to and in excess of the contractual penalty.
 

10. Liability for Defects

10.1. The supplier is liable to the purchaser for defects of goods that the goods had at the time of their delivery to the purchaser. Goods are also considered defective if they lack properties and fail to meet requirements as per the respective order or as corresponds to their usual purpose of use.
 

11. Compensation for Damage

11.1. The supplier will compensate the purchaser for any damage caused by acts of the supplier resulting in any infringement upon the ownership title of third parties or third-party intellectual property rights in connection with goods or their delivery and use by the purchaser or its customers.
 

12. Insurance

12.1. The supplier is obligated to conclude liability insurance for damage and liability insurance for costs of repairing defective goods, as well as third-party liability insurance for damage to health, damage to property and financial loss with an insurance cover in the minimum amount of 20 000 EU (equivalent of 500 000 CZK) for each insurance event, and to maintain such insurance valid without interruption for the duration of the contractual relationship and submit a document evidencing this to the purchaser upon request at any time.
 

13. Intellectual Property

13.1. If the subject matter of a contract involves the supply of any intellectual property item to the purchaser (such as graphic designs and layouts, logos, audiovisual and literary works, databases, including their material rendition or capturing), the supplier undertakes to also grant the purchaser a royalty-free, exclusive right to all manners of its use, with the supplier also being responsible for the undisturbed exercise of such right by the purchaser.
 

14. Confidentiality

14.1. The supplier undertakes to treat any and all business and technical information that comes to its knowledge during the contractual relationship with the purchaser as a trade secret and to maintain confidentiality with respect to such information. Logos, drawings and similar intellectual property items and underlying materials of the purchaser must not be disclosed or otherwise provided to third parties without the prior written consent of the purchaser. The supplier is entitled to reproduce or disseminate such items solely with the prior written consent of the purchaser and to the extent as permitted by intellectual property laws. The supplier is obligated to immediately return any items so provided to the purchaser once the assignment has been completed. The supplier is obligated to bind its subcontractors within the same extent as arising out of this Article. The supplier is not entitled to disclose to any third parties information on the establishment, terms and content of the contractual relationship and business cooperation between the supplier and the purchaser without the prior written consent of the purchaser.
 

15. Final Provisions

15.1. The supplier represents that the goods supplied by them complies with legal and any other general binding regulations as well as technical and other standards as applicable in the Czech Republic and the EU. The supplier further represents that all of the goods are duly labelled according to binding standards as applicable in the Czech Republic and the EU and so any consumer will be provided with all information as due. The supplier represents that it has duly met the requirements of legal and other standards in the area of environmental protection.

15.2. The purchaser is entitled to maintain and process for its purposes data on the supplier as obtained under or in connection with business relationships, coming both from the supplier itself and from third parties.

15.3. The contractual relationship between the supplier and the purchaser has been agreed on a non-exclusive basis and no provision of these GPT&Cs shall be interpreted so as to restrict either contractual party in dealing and concluding contracts with third parties having the same or a similar scope of performance as the business dealings of the contractual parties.

15.4. Should individual provisions of these GPT&Cs or the individual contracts be or become invalid and/or ineffective, this shall not result in the invalidity and/or ineffectiveness of the entire GPT&Cs or individual contracts. In such cases, the contractual parties undertake to agree upon a replacement of such invalid and/or ineffective provisions, which will be as close as possible to the purpose intended by the invalid and/or ineffective provision.

15.5. Any and all legal relationships arising out of these GPT&Cs or any contract concluded between the contractual parties are governed by the laws of the Czech Republic, namely Act No. 89/2012 Sb., Civil Code, as amended – Some EU regulation valid for all parties. Any and all disputes arising out of the legal relationships between the purchaser and the supplier pursuant to these GPT&Cs will be resolved by a court having the local competence for the registered office of the purchaser.

15.6. These General Purchase Terms and Conditions become valid and effective on 1 August 2019. The purchaser is entitled to unilaterally change these GPT&Cs. The latest version of these GPT&Cs is available at websites www.btlnet.com and www.medictech.cz.