Terms and Conditions of YUKEN ČR s.r.o.
Validity and Binding Effect of the Terms and Conditions
1.1 These general sale, delivery and payment conditions (hereinafter the "GTC") form an integral part of all purchase agreements regarding goods entered into between YUKEN ČR s.r.o. as the supplier (hereinafter the "Seller") and its customers (hereinafter the "Buyer"). They do not apply to agreements which include arrangements expressly negotiating other terms and conditions.
1.2 If any provisions of these GTC or the agreements, which the GTC form part of, were, are or become invalid, the remaining provisions of these contractual documents shall not be affected by this fact. The contracting parties shall replace the invalid contractual provisions with other provisions which correspond the most to the legal and business purpose of the replaced provisions. Any changes are only valid if executed in written form upon agreement of both contracting parties.
2.1 Purchase Price
The price of the goods is negotiated as a contractual price and under the delivery condition of EXW YUKEN ČR s.r.o., unless otherwise agreed upon by both contracting parties. The agreement on the price is concluded when the Buyer confirms the order to the Seller with the specification of the price of a unit of goods or by entering into the purchase agreement itself. In the case that the agreement is terminated by the Buyer, the Buyer undertakes to reimburse the Seller for the damage incurred in the amount of actual costs as of the agreed delivery date.
2.2 Payment Conditions
The Seller shall issue an invoice to the Buyer in response to the delivery note and send it to the Buyer, unless the invoice is delivered together with the delivery of goods. Besides general requirements of a tax document, the invoice shall also include the number of the order. The Buyer is obliged to pay the invoice to the Seller within 30 days from the date of the invoice issuance, unless otherwise agreed upon between the contracting parties. The purchase price is considered to be paid on the day when the amount is credited to the Seller's account. Should the Buyer be in delay with the payment of the invoice, the Seller is entitled to charge the Buyer with an interest on late payments per each day in the amount specified by provisions of Section 369 and 502 of the Commercial Code, i.e. in the amount of 0.05% per day.
3. Delivery of Goods and Packaging
3.1 A delivery is considered to be executed:
a) at the moment the Seller notifies the Buyer of the fact that the goods are ready to be picked up;
b) at the moment the Seller hands the goods over to the first transporter in order that it can be transported to the place which had been specified by the Buyer.
3.2 The handover shall be carried out by an authorized employee of the Seller and a representative of the Buyer or the transporter. The outcome of the handover of the goods shall take place in the form of confirming the delivery note or the shipping document.
3.3 Unless negotiated otherwise, the goods shall be packed in a standard manner (protective foil, cardboard, pallet, crate) due to the type of goods and transportation. The standard packaging does not protect the goods from harsh handling.
3.4 The Seller is entitled to be paid the purchase price corresponding to the actually delivered amount of goods.
3.5 On the Buyer's request, the Seller shall provide the Buyer with technical advice regarding the application and use of the product according to the best of its knowledge and experience. However, the Seller shall not be held liable for any damage in relation to the results achieved by the user or for any damage resulting from improper use of the product.
3.6 The Buyer is obliged to accept the goods delivered by the Seller under an agreement even in the case that only partial delivery takes place. The fact that the Seller fails to perform under the negotiated delivery deadlines does not constitute the Buyer's right to withdraw from the agreement.
3.7 Should the Buyer be in delay with the takeover of the goods, the Seller shall provide the Buyer with additional reasonable period to take over the goods at first, and if that approach is unsuccessful, the Seller is then entitled to sell the given goods to any third party or to dispose of the goods in any other way at its sole discretion.
3.8 The Seller is entitled to postpone the delivery of the goods in the case that the Buyer failed to fulfil his/her/its obligations whose fulfilment was supposed to precede the delivery of the goods in accordance with the agreement, or in the case that after the agreement was concluded, the Seller becomes aware of circumstances which rightly raise concern that the Buyer will fail to fulfil his/her/its contractual and payment obligations (the Buyer failed to pay for the previous deliveries within the agreed period). Should the Buyer be in delay with the takeover of the goods, the Seller shall provide the Buyer with additional reasonable period to take over the goods at first, and if that approach is unsuccessful, the Seller is then entitled to sell the given goods to any third party or to dispose of the goods in any other way at its sole discretion.
3.9 Unless otherwise agreed upon in writing between the Seller and the Buyer, the Seller is not obliged to take over the goods returned by the Buyer; this approach shall not apply to justified complaint proceedings.
Liability for Damage to Goods
The liability for damage to goods passes to the Buyer at the moment when the Buyer or the Buyer's representative (transporter's) picks up the goods from the Seller's warehouse.
Acquisition of the Ownership Title
The Buyer shall acquire the ownership title to the goods at the moment of paying the full price for the goods. Should the Buyer be in delay with the payment for the goods, the Seller is entitled to request that the Buyer returns the yet unpaid goods at the expense and risk of the Buyer. For this purpose, the Buyer is obliged to enable the Seller to freely access the buildings and lands which contain such goods. The act of regaining the goods under this provision does not have the effect of withdrawing from the agreement. The Buyer is obliged to handle the goods to which the retention of the ownership title applies in a manner which won't lead to its deterioration, damage, destruction, theft or loss. During the period for which the retention of the ownership title applies, the Buyer shall not alienate, pledge or encumber the goods with rights of third parties in any other way.
YUKEN ČR s.r.o. warrants that its components bear no material or manufacturing defects for the period of 6 months after the dispatch date of the goods. The warranty is unconditionally limited to the repair or replacement (performed by YUKEN ČR s.r.o.) of any defected part or parts on the material or manufacturing grounds. This matter is subject to inspection carried out by YUKEN ČR s.r.o. The defected part shall be returned to YUKEN ČR s.r.o. with a detailed description of the defect and the costs of the transportation shall be borne by the customer. YUKEN ČR s.r.o. shall not be held liable for circumstances beyond its control, for any damage of components caused by an accident, natural disaster, violence..... This warranty shall not apply to components which were contaminated, overheated, carelessly handled, improperly used or otherwise misused, while it is up to the sole assessment of YUKEN ČR s.r.o. to determine the cause of damage. The customer is obliged to ensure professional installation of the devices in accordance with applicable Czech Technical Standards and to also ensure expertise of personnel who assemble and operate the equipment. Any changes to the circuit or other components, which may lead to adverse interference with components by YUKEN ČR s.r.o., make this warranty invalid. In any of these abovementioned cases, the customer is not entitled to claim termination or reimbursement of the contract due to damage or compensation for any costs, such as performed work during the exchange of defected parts, stoppage of production, and similar cases. YUKEN ČR s.r.o. does not provide any other direct or included warranties and shall not be held liable for any subsequent damage arising from any Buyer's or user's use of the goods, and the YUKEN ČR s.r.o.'s liability is limited to the value of the sold component or the obligation related to the replacement of the defected part. YUKEN ČR s.r.o. is in no case liable for loss of anticipated profits, consequential damage or losses to any device, installation, system of activity or service which may include the components by YUKEN ČR s.r.o. YUKEN ČR s.r.o. shall not be held liable for any violation of warranty, failure to deliver or other cases except for those specified herein. The warranty is terminated at the moment when the product label is damaged or removed. Any other arrangements are governed by the Commercial Code. The prerequisite for the recognition of the Buyer's claims is a written notification of the defect with its brief description without undue delay upon identifying the defect. The right to recognition of the claims regarding the apparent defects shall expire after 30 days from the takeover of the goods.
The fulfilment of the warranty is based on the discretion of the Seller and an agreement with the Buyer, and it shall consist in one of the following outcomes:
- delivery of replacement goods in place of the defected goods, or delivery of ordered, yet undelivered goods;
- repair of the defect, provided it is repairable;
- discount on the purchase price;
- withdrawal from the agreement.
All components delivered by YUKEN ČR s.r.o. are inspected and tested by the manufacturer in accordance with customary practices and technical specifications of the manufacturer. Due to the fact that the actual installation and operation of the device by the customer cannot be scientifically assessed and reproduced by YUKEN ČR s.r.o., the customer shall be held liable for ensuring the appropriateness when using the components by YUKEN ČR s.r.o.
General Final Provisions
In accordance with the provision of Section 273 par. 2 of the Commercial Code, any arrangements in the agreement which vary from the wording of these Terms and Conditions shall prevail. These Terms and Conditions regulate in detail the position, rights and duties of the Seller and the Buyer, when entering into purchase agreements on delivery of goods by YUKEN ČR s.r.o. by means of a simplified form of the order confirmation. The court with local jurisdiction over the Seller shall decide any disputes which may arise between the contracting parties. Should the purchase agreement be concluded in written form, these Terms and Conditions shall only apply if the purchase agreement provides so in the form of a reference.