General Terms and Conditions

General Terms and Conditions

General Terms and Conditions valid from May 1, 2015

(pursuant to Section 1751 et seq. of Act No. 89/2012 Coll., the Civil Code)

Contractor:

Business name:      Litobal s.r.o.

Headquarters: Jinonická 804/80, 15800 Prague 5 – Košíře

Represented by:            Ing. Zdenek Stojánek, position: managing director

Registered in the Commercial Register maintained by the Municipal Court in Prague, File C, Section 116730

ID/VAT:                    26925800 / CZ26925800

Bank details:    Raiffeisenbank CZK

Account number (Swift):   5014035098/5500 (RZBCCZPP)

Phone/fax:            +420 568 423 403 / +420 568 423 404

Email:                      litobal@litobal.cz

(hereinafter referred to as the “contractor” or “supplier”)

1. Introductory provisions and representatives of the contracting parties

1.1.     These general terms and conditions (hereinafter referred to as “general terms and conditions” or “GTC”) govern the mutual rights and obligations of the parties to commercial contractual relationships between the contractor and its customers as the client (hereinafter referred to as “the client”) when entering into contractual relationships between entrepreneurs (hereinafter referred to as “the contract”).

1.2.     These general terms and conditions are an integral part of the contract or other contractual documentation evidencing the conclusion of a contractual relationship between the parties, such as delivery notes, confirmation of receipt of goods, an offer accepted by both parties, or a confirmed order, etc.

1.3.    Any deviating provisions in the contract or contractual documentation agreed between the parties shall take precedence over the provisions of the general terms and conditions.

1.4.     The following persons are authorized to act on behalf of the contractor:

In contractual matters: Ing. Zdenek Stojánek, position: managing director

For technical and administrative matters, the relevant authorized representative of the contractor, listed as the contact person in the relevant document (e.g., in the order confirmation).

1.5.     The contact persons listed in the relevant documents (e.g., in the order confirmation) or another authorized employee are authorized to act on behalf of the customer in contractual, commercial, technical, and implementation matters.

2. Purpose of the agreement

2.1.     By concluding the contract, the contractor undertakes to deliver the work specified in the contract to the customer. As part of its operations, the contractor manufactures paper products, i.e., boxes, cardboard packaging, bags, sacks, and other similar products.

2.2.     The client undertakes to accept the work from the contractor and pay the contractual price for its performance in accordance with the terms and conditions set out in the contract.

2.3.     All facts contained in the contract and communicated during business dealings in the course of preparing and implementing the contract shall be considered confidential by the contracting parties within the meaning of Section 1730 of the Civil Code, and the parties undertake to maintain confidentiality regarding any facts they learn in connection with the contract.

3. Subject matter of the contract

3.1.     The subject matter of the contract is the performance of work at the expense and risk of the contractor and its subsequent acceptance by the client, for which the client undertakes to accept the work under the terms and conditions specified in the contract and to pay the agreed price for the work.

3.2.     The work refers to the manufacture of paper products (e.g., boxes, cardboard packaging, bags, sacks, etc.) according to the specific requirements of the customer and their selection from the offer submitted by the contractor (hereinafter referred to as the “offer”), from which the customer has selected specific paper products (hereinafter referred to as the “order”) based on a written order. “offer”), from which the customer has selected specific paper products on the basis of a written order (hereinafter referred to as: “order”), the manufacture of which is confirmed by the manufacturer and specified in the the order confirmation issued by the contractor, which forms an integral part of the contract (hereinafter referred to as: “order confirmation”), when the work also includes print preparation and proofing, or other visual elements created by the contractor, if so specified in the order or in the order confirmation (hereinafter collectively referred to as: “work” or “subject of the work” or “goods”). The order confirmation specifies the specific goods, including dimensions and markings, the number of items, the price per item excluding VAT, the total price including VAT, including the VAT rate, the date of delivery of the goods, and any other information agreed between the parties.

4. Delivery terms

4.1.     The agreed place of performance of the subject matter of the work under the contract is determined in accordance with the provisions of Section 1954 of the Civil Code at the contractor’s premises as specified and chosen by the contractor itself.

4.2.     The agreed time of performance within the meaning of Section 1958 of the Civil Code is set by the contracting parties as the date specified in the order confirmation as the delivery date.

4.3.     Objeví-li se v průběhu prací technické či jiné překážky, které nevznikly zaviněním zhotovitele a nebylo je možno předem předvídat, sjedná se nový termín dodání v písemném dodatku ke smlouvě.

4.4.     The contractor is entitled to hand over the completed work to the customer even before the specified date of handover, which it is obliged to notify the customer of in sufficient advance, and the customer is entitled, but not obliged, to take delivery of the goods on the specified date. If the customer does not take delivery of the goods on the specified date, the date of delivery shall apply for the handover of the work.

4.5.     The Contractor undertakes to complete the work no later than the deadline specified in paragraph 4.2 of these General Terms and Conditions, while fulfilling both of the following conditions:

1. a) The customer shall deliver a graphic design of the print to the contractor in electronic form in *.pdf format (in curves, vectors) no later than four (4) working days after the conclusion of the contract.
2. b) Within the due date of the advance invoice (advance payment slip) issued in accordance with paragraph 6.2 of these general terms and conditions, the customer shall pay an advance payment to the contractor’s account in the amount specified in paragraph 6.2 of these general terms and conditions, unless this condition is excluded between the parties in accordance with paragraph 6.3 of these General Terms and Conditions.

4.6.     The period of delay on the part of the customer in fulfilling any of the above conditions for the manufacture of goods pursuant to paragraph 4.5. of these general terms and conditions shall be extended by the agreed period for the manufacture and delivery of goods (delivery period).

4.7.     The method of transport shall be determined according to the customer’s order, based on the contractor’s offer, and if the terms of transport are not agreed in writing between the parties, the goods shall be transported by the customer or a person agreed by the customer at their own expense from the premises designated by the contractor no later than five (5) days from the date of manufacture of the goods. Transport is not part of the subject matter of the work, unless expressly agreed otherwise in writing between the parties.

4.8.     The customer or a person authorized by the customer is obliged to confirm receipt of the goods on the contractor’s delivery note. In addition to the signature of the person who took delivery of the goods, the delivery note must include their name, job title at the customer’s company, or relationship to the customer, and the date of receipt of the goods.

4.9.     The actual quantity of goods manufactured by the contractor under the contract may differ from the quantity specified in the order confirmation by the following quantities for the specified type of goods:

1. bags, shopping bags, sacks

–        5 000 – 10 000 ks ± 1 500 pcs

–        10 001 – 20 000 ks ± 15%

–        20 001 and more.. ± 10 %

2. cardboard packaging

–        100 – 1000 pcs ± 10%

–        1000 and more pcs … ± 5%

4.10.  The customer is obliged to accept and pay for the actual quantity of goods produced by the contractor without reservation, with regard to the previous paragraph of these general terms and conditions, taking into account the permitted deviation in the quantity of goods.

5. Price of the work, method of payment, and payment deadline

5.1.     The price of the work is determined by the contracting parties in the order confirmation based on the price per unit of goods and the number of units of goods. The price of the work may change depending on the circumstances under the conditions set out in these general terms and conditions.

5.2.     A precise list and specifications of the items to be delivered are provided in the order confirmation, including their prices without VAT and with VAT.

5.3.     The deadline and method of payment for the price of goods and the price of pre-press preparation are specified in Article 6 of these General Terms and Conditions. Alternatively, this information may be modified in the order, based on the offer or order confirmation, and if the information in these General Terms and Conditions differs from the order, the order shall prevail. order resulting from the offer or in the order confirmation, and if the information in these general terms and conditions differs from the order or order confirmation, the information specified in the order or order confirmation regarding the method of payment for the goods and the payment deadline shall apply between the parties. The information specified in the order and order confirmation shall be considered agreed between the contracting parties. If the information in the order and order confirmation differs, the information in the order confirmation shall apply.

5.4.     If the goods are shipped on Euro pallets, the contractor’s offer sent to the customer shall specify the manner in which the pallets will be charged, exchanged, deposited, etc., according to the specific conditions and agreement between the contracting parties, which may be changed depending on the current situation at the time of ordering, collection of goods, or on other occasions.

6. Payment terms and invoicing

6.1.     All payments made by the customer based on advance invoices (advance payment slips) and final invoices issued by the contractor shall be accepted by the contractor by bank transfer to the account specified in the header of these general terms and conditions.

6.2.     Payment will be made in installments of the total price based on a pro forma invoice issued by the contractor on the date of conclusion of the contractual relationship, with the advance payment in the amount determined by the contractor, i.e., the amount or percentage (e.g., 50%) of the price of the work including VAT, will be paid to the contractor on the basis of an advance invoice issued on the date of conclusion of the contract, payable within 10 days of delivery to the customer.

6.3.     The right to request an advance payment, including determining its amount and due date, is exclusively reserved for the contractor, who shall prove the exercise of this right vis-à-vis the customer by stating such information in the offer, order, order confirmation, or other communication, e.g., email, and subsequently issuing an advance invoice. In such a case, the contracting parties shall consider that the advance payment has been agreed. If the advance payment is not specified between the contracting parties in the offer, order, order confirmation, or other communication, such as email, or if the contractor does not issue the contractor does not issue an advance invoice within ten (10) working days of the contract becoming valid, it shall be deemed between the contracting parties that the advance payment has not been agreed and in such a case the conditions set out in paragraphs 6.2. and 4.5. b) of these contractual conditions shall not apply between the parties.

6.4.     The final invoice will be issued after delivery of the completed work to the customer with a due date according to the offer, order, or order confirmation. If the due dates in these documents differ, the due date stated in the offer shall always apply. The basis for issuing the final invoice will be the delivery note for the handover and acceptance of the work signed by the customer or a person authorized by them. The VAT rate will be charged according to the regulations in force at the time of the taxable supply.

7. Manufacturing tolerances and deviations

7.1.     The customer expressly declares that they acknowledge that, for technological reasons, inaccuracies and deviations may occur during the manufacture of the ordered goods, which the manufacturer is unable to completely eliminate. The customer further acknowledges that for goods that comply with the tolerances of these deviations and inaccuracies specified in this article of the general terms and conditions, the customer is not entitled to claim liability for defects due to these deviations and inaccuracies.

7.2.     For these deviations and inaccuracies in production, the following tolerances and agreements are established between the parties:

1. Tolerance of dimensions of bags, sacks, and pouches
2. a) paper thickness: ± 0.005 mm
3. b) width of products except for bags larger than 500 x 900 mm: ± 10 mm on the width and side fold, ± 20 mm on the length.
4. c) product height: ± 5 mm
5. d) width of the folded bottom: ± 5 mm
6. e) placement of handles: ± 5 mm in both horizontal and vertical directions
7. f) Height position of flat handles 60 ± 10 mm
8. g) Height position of twist handles 90 ± 10 mm
9. h) sideways movement of handles towards each other ± 5 mm
10. Print placement tolerance
11. a) distance of print from bottom edge of bag or pouch: ± 5 mm
12. b) distance of print from the side edges of the bag or pouch: ± 5 mm
13. c) distance of print from bottom edge of bags larger than 500 x 900 mm: ± 8 mm
14. d) distance of print from the sides of the bags: ± 10 mm
15. Dimension tolerance of cardboard packaging
16. a) width, length, height of carton: ± 5 mm
17. b) The quality of the material is defined by the material designation and quality table – available upon request.

7.3.     In the event of color deviation in printing, the following applies:

1. The customer expressly acknowledges that, due to the printed material used and the printing technology employed, the color rendering of the print may differ from the color rendering of the supplied control proof or print sample. The reason for this difference is the different chemical and physical properties of the inks and materials used in the production of the control proof or print sample and in production on the contractor’s equipment.
2. The customer further expressly acknowledges that, due to the printed material used and the printing technology employed, the color rendering of Pantone® spot colors may differ from the color rendering of these spot colors in the Pantone® spot color chart. The reason for this difference is the different chemical and physical properties of the inks and materials used in printing Pantone® spot color swatches and in production on the contractor’s equipment. Another reason for this difference is the variation in the color rendering of Pantone® spot colors in different Pantone® spot color swatches from the same manufacturer.
3. The customer further expressly acknowledges that if they refuse to be present at the start of the order (commencement of production of the goods), they hereby give their express consent to the contractor to make their own subjective assessment of the correctness of the color rendering of the order. In such a case, the customer shall not be entitled to complain about the color based on the different perception of colors by both parties involved. The customer shall only be entitled to complain about the color in the event of an explicit and indisputable mix-up of colors on the product, e.g., mixing up red and green.
4. One way to prevent disputes is for the customer or a person authorized by the customer to be present during the printing of the roll (goods). The contractor determines the start time for printing, and the maximum waiting time for the customer is three (3) hours from the specified date and time. If the customer is not present at the start of printing despite having been notified, it is assumed that they give their express consent to the contractor that a color deviation within a gamma tolerance of 3 is not a defect.

8. Contractual penalties and compensation for damages

8.1. The contractual penalty for breach of obligations is defined as follows:

1. a) If the customer is in default with the payment of any invoice, advance invoice, or advance payment issued by the contractor on the basis of the contract, the contractor is entitled to demand a contractual penalty from the customer in the amount of 0.2% of the amount due for each day of the customer’s default with payment.
2. b) If the customer delays the removal of goods after the deadline specified in paragraph 4.7. of these general terms and conditions, the contractor is entitled to a contractual penalty of CZK 100 for each pallet on which the customer’s goods are placed, for each day of delay in the customer’s removal of the goods from the place of performance after the deadline agreed in the contract or general terms and conditions.

8.2.     In addition to the contractual penalty, the contracting parties are entitled to claim not only compensation for damage caused to them by a breach of obligation by the other contracting party to which the contractual penalty applies, but they are also entitled to claim compensation for damage exceeding such contractual penalty.

9. Rights and obligations of the contracting parties

9.1. The contractor performs the work at its own risk and bears the risk of damage to the goods being manufactured until they are handed over. The risk of damage to the work passes to the customer on the day of its formal handover and acceptance.

9.2.     The customer acquires ownership rights to materials, items, and the delivered work on the date of full payment for the work.

9.3. The Contractor declares that the work under the subject matter of the contract will have the properties specified in the technical standards and regulations applicable to the performance of the work as a whole.

9.4. The customer expressly acknowledges that, pursuant to Act No. 185/2001 Coll., on waste, as amended, the contractor is obliged to mark each item of goods with an identification mark for the recovery of packaging waste. If the customer does not agree with the marking, they shall state this fact in the order. In such a case, the customer is obliged to pay the contractor all penalties imposed on the contractor by state authorities on the basis of such a request by the customer.

9.5. The contract between the parties shall also be concluded by means of remote communication (e.g., email, fax), whereby the contract for work sent by the contractor shall be sent (including attachments) electronically to the client with the contractor’s signature affixed, and the client shall ensure that it is physically or electronically signed by an authorized person and sent back to the contractor. signed by the contractor (including attachments) and sent electronically to the customer, who shall ensure that it is physically or electronically signed by an authorized person and shall send the signed contract, including the signed order confirmation, back to the contractor electronically or by post. Upon delivery of the signed contract back to the contractor, the contract shall be deemed valid and effective. If this order confirmation is not confirmed by the customer within two (2) working days, or if no objection is raised by the customer within the specified period, the contract between the parties shall be deemed to have been concluded and shall be implemented.

10. Handover and acceptance of the work

10.1. The Contractor shall fulfill its obligation to perform the work under this Agreement by duly completing it in the appropriate quality based on the delivery note signed by the Customer.

10.2. The Client is obliged to accept the work within five (5) days after its proper completion.

10.3.  Risks relating to the work shall pass from the contractor to the client on the day of the formal handover of the individual parts of the work.

11. Force majeure and delivery

11.1. The Contractor shall not be in breach of contract or otherwise liable as a result of any delay or other failure to perform its obligations under the contract and the general terms and conditions if such delay or other failure to perform its contractual obligations is caused by force majeure. In such a case, the performance of obligations shall be extended by the duration of the force majeure. Force majeure shall be deemed to be events defined by generally binding legal regulations of the Czech Republic and valid case law.

11.2. Unless one of the contracting parties specifies a different address for delivery in a written notice delivered in the manner agreed in this article, delivery shall be made to the addresses specified in the header of the contract or, where applicable, in the header of the order or order confirmation.

11.3. Any document or written communication shall be deemed to have been delivered even if the addressee of such communication at the address specified in the header of the contract or in the the header of the order or order confirmation, on the day the document is returned to the sender, and if the document is not returned to the sender, it shall be deemed delivered on the fifteenth day after the document was sent.

11.4. Any document or written communication shall be deemed to have been delivered even if its acceptance is refused, on the date on which such consignment is returned to the sender, and if the written communication is not returned to the sender, it shall be deemed to have been delivered on the fifteenth day after the date of dispatch of the written communication.

11.5. It shall be delivered by registered letter, and delivery by registered letter with acknowledgment of receipt to the addressee’s own hands is not excluded.

11.6. Notwithstanding the preceding paragraph of these General Terms and Conditions, documents may also be delivered by email, fax, data box, or other means of electronic communication, and this method shall have the same effect as registered mail.

12. Contract duration

12.1. The contract may be terminated unilaterally if one of the contracting parties seriously breaches the provisions of the contract.

12.2.  A serious breach on the part of the contractor shall be deemed to be, in particular, deficiencies in quality or quantity which the contractor has failed to remedy with flawless performance even after repeated warnings.

12.3. The following shall be considered serious breaches on the part of the customer:

1. a) the customer’s delay in paying invoices longer than 30 days after the due date,
2. b) repeated obstacles on the part of the customer or third parties preventing the proper and/or timely performance of work and completion of the work.

12.4. The withdrawal must be made in writing, delivered to the other party, and must state the reason for the withdrawal. This withdrawal shall take effect on the date of its delivery to the other party.

12.5. The contract may also be terminated by agreement between both contracting parties.

12.6. The reasons for which the contractor is entitled to withdraw from this contract prior to the manufacture of the goods shall be deemed to be a decision on the entry of the customer into liquidation, the filing of a petition for bankruptcy on the customer’s assets, or the declaration of bankruptcy on the customer’s assets.

13. Final provisions

13.1. Czech law shall govern the assessment of contractual obligations.

13.2. Property disputes or other disputes arising from contractual relations between the contractor and the client that cannot be resolved through mutual negotiations shall be submitted for decision to the competent court in the Czech Republic, which shall be entrusted with the authority to decide between them any dispute arising from contractual relations between the parties.

13.3. Czech is chosen as the language decisive for dispute resolution.

13.4. The contractual relations between the parties are governed by Czech law and legal order, in particular the Civil Code.

13.5. If the wording of the contract allows for two interpretations, the one that is more economical in terms of fulfilling the obligation shall always apply.

13.6. These general terms and conditions shall take effect on May 1, 2018.

In Moravské Budějovice on September 30, 2019

___________________
Contractor

Spravovat souhlas