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.
Orders2.1. 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 disregarde.
Place of Delivery3.1. 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.). The risk of damage to goods passes on to the purchaser at the time of delivery.
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.
International Commercial Terms5.1. 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.
Review and Inspection
6.1. BTL reserves the right to inspect the delivered goods within 20 days from their receipt in order to ascertain any apparent defects and, as the case may be, undertakes to raise a claim regarding the goods with the supplier in writing within the same deadline.
Price for Goods and Invoicing7.1. 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 by a procedure as described in the next sentence of this paragraph of the GPT&Cs. 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.
Warranty8.1. 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.
Contractual Penalty9.1. 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.
Liability for Defects10.1. 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.
Compensation for Damage11.1. 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.
Insurance12.1. 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 CZK 500,000 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.
Intellectual Property13.1. 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.
Confidentiality14.1. 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.
Final Provisions15.1. 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.