of the PEPERLE Group
1. Definitions and Interpretation
Terms and expressions used in these Terms and Conditions written with capitalised first letters
shall have the following meaning unless the context requires otherwise:
|“CMR Document”||Means a document provided to the Customer by the carrier upon receipt of the Goods, which the Customer must confirm upon acceptance of the Goods and send back to the Supplier without undue delay in accordance with Art. 6.9 hereof.|
|“Transportation Price List”||Means an agreement regarding the price of transportation, if agreed between the Supplier and the Customer, and it is an integral part of the Purchase Contract. The Transportation Price List is attached as Annex 1 to these Terms and Conditions.|
|“Delivery Note”||Means a document sent by the Supplier to the Customer together with an invoice for the Purchase Price of the Goods, which the Customer must confirm upon acceptance of the Goods and send back to the Supplier without undue delay in accordance with Art.
6.8 and 4.5 hereof. The Delivery Note also contains the Customer’s Declaration of Goods Acceptance.
|“Additional Costs”||The term is defined in Art. 13.5 hereof|
|“Supplier”||Means an entity of the PEPERLE Group.|
|“Purchase Price”||The term is defined in Art. 4.1 hereof.|
|“Purchase Contract”||Means a contract concluded between the Supplier as one Party and the Customer as the other Party, the object of which is the purchase and sale of the Goods specified in this Contract, with these Terms and Conditions forming an integral part of this Contract, whether it was concluded by way of acceptance of a Purchase Order or an Offer, or by signature of a written copy of the Contract by both Parties.|
|“Offer”||The term is defined in Art. 3.2 hereof.|
|“Place of Delivery“||In accordance with Art. 6.2 hereof, the Place of Delivery means the place agreed in the Purchase Contract as the location to which the Goods will be delivered by the Supplier, and where the Customer shall accept the Goods, or ensure acceptance of the Goods, at its expense, in this place. The Place of Delivery is always specified in the Offer, or the Order, and in their acceptance documents.|
|“New Vehicle”||Means a road motor vehicle with a cylinder capacity of more than 48 cm 3 or engine power of more than 7.2 kW, if it was delivered within 6 months from putting into operation for the first time or has been driven less than 6,000 km. For the purposes of the definition of a New Vehicle, the date of putting into operation for the first time for road motor vehicles is the day that the vehicle was registered for operation in the Supplier’s country for the first time, or the day that the duty to register this vehicle in the Supplier’s country arose, whichever occurs earlier. If
there is not any duty to register the vehicle in the Supplier’s country, the date of putting into operation for the first time is the day that the vehicle was registered by the purchaser or its new owner, whichever occurs earlier.
|“Customer”||Means an entrepreneur or a legal entity who concludes a Purchase Contract with the Supplier as a purchaser.|
|“Purchase Order”||The term is defined in Art. 3.2 hereof.|
|“Civil Code”||Means Act No. 89/2012 Coll., the Civil Code, as amended.|
|“Payment of the Purchase Price”||The term is defined in Art. 4.2- 4.3 hereof.|
|“PEPERLE Group”||Means in particular the following companies:
PEPERLE s.r.o., registered seat at
PEPERLE AUTO s.r.o., registered seat at
PEPERLE MOBILE s.r.o., registered seat
|“Parties”||Means the Supplier and the Customer|
|“Force Majeure”||The term is defined in Art. 12.1 hereof|
|“Nearly New Vehicle”||Means a road motor vehicle with a cylinder capacity of more than 48 cm 3 or engine power of more than 7.2 kW, which was delivered
after expiry of 6 months from putting into operation for the first time or has been driven 6,000 km and more. For the purposes of the
definition of a Nearly New Vehicle, the date of putting into operation for the first time for road motor vehicles is the day that the vehicle
was registered for operation in the manufacturer’s or Supplier’s country, or the day that the duty to register this vehicle in the manufacturer’s or Supplier’s country arose, whichever occurs earlier.
|“Goods”||Means, in particular, a New Vehicle, or a Nearly New Vehicle.|
2. Introductory Provisions
2.1. For all relations between the Supplier and the Customer arising from or in connection
with an Offer, Purchase Order, or direct conclusion of a Purchase Contract, these Terms
and Conditions, which form an integral part of the Purchase Contract (hereinafter referred
to as “TC”), shall apply.
2.2. The Supplier is entitled to use a third party for performance under the Purchase Contract
while these Terms and Conditions continue to apply in such cases.
2.3. The Parties hereby expressly exclude the application of the Customer’s terms and
2.4. Any divergent arrangements under the Purchase Contract shall prevail over the provisions
of the Terms and Conditions.
2.5. Delivery according to these Terms and Conditions means delivery through a holder of a
postal licence, fax, an on-line form or by e-mail (even without a guaranteed electronic
signature), or delivery to a data box, or personal delivery to the postal or electronic
addresses provided by the Parties to each other for these purposes. This agreed method
of delivery also applies to commercial documents, including tax documents, etc.
2.6. In these TC, “in writing” means a letter, e-mail, fax or on-line form that do not require a
handwritten signature, unless otherwise stated in these Terms and Conditions.
3. Conclusion of the Purchase Contract
3.1. The Customer may place a Purchase Order and the Supplier may accept it as well as the
Customer may accept the Supplier’s Offer.
3.2. A proposal for the conclusion of the Purchase Contract is Customer’s written order, in the
form of an order form, signed by the Customer, delivered by the Customer to the Supplier
(hereinafter referred to as the “Purchase Order”), or Supplier’s written offer, signed by
the Supplier, delivered to the Customer, as well as an online presentation of the Goods by
the Supplier (hereinafter referred to as the “Offer”). The conditions specified in the
Purchase Order or the Supplier’s Offer do not apply automatically to future transactions.
3.3. The Customer is bound by its Purchase Order until the expiry of the deadline for
acceptance specified in the Purchase Order, but at least for 10 working days from the date
of delivery of the Purchase Order to the Supplier. The Supplier is bound by its Offer if it
has been executed in writing, it contains the Supplier’s signature and if the Offer contains
a time limit for acceptance by the Customer.
3.4. By acceptance of a Purchase Order, as well as by acceptance of an Offer, the Customer
accepts these TC as an integral part of the Purchase Contract.
3.5. In the event that Purchase Orders and Offers are duly executed under Art. 3.2 of these TC,
the Purchase Contract is concluded at the moment when the Customer receives the
Supplier’s acceptance of the Purchase Order and/or at the moment when the Supplier
receives the acceptance of the Offer by the Customer, and these acceptances require
signature of the Offer, or the Purchase Order, by the acting Party. This does not preclude
the conclusion of the Purchase Contract by the Parties signing its written copy.
3.6. Acceptance of Offers or Purchase Orders with a derogation, even if it is a derogation that
does not substantially change the content of the original terms of the Contract, is deemed
to be a rejection of the original Purchase Order or Offer and will be considered a new
Purchase Order, or Offer, i.e. a new offer for the conclusion of the Purchase Contract.
3.7. In the event that the Supplier does not receive written acceptance or rejection of its Offer
from the Customer within 10 working days of its delivery to the Customer, the Supplier
has the right to withdraw this Offer.
3.8. Furthermore, the Supplier has the right to withdraw its Offer within the time limit for its
acceptance in accordance with Art. 3.3 of these TC in the event that the Customer comes
into conflict with the representations pursuant to Art. 14.1 hereof or in the event of an
event of Force Majeure pursuant to Art. 12 hereof.
4. Purchase Price and Terms of Payment
4.1. Unless otherwise agreed in the Purchase Contract in writing, the Purchase Price includes
the price for the Goods and the actual price for transportation (hereinafter referred to as
the “Purchase Price”). The price for the Goods includes the Goods including the
equipment and all accessories listed in the Supplier’s Offer or confirmation of the
Customer’s Purchase Order. The price for transportation is governed by the current Annex
1 – Transportation Price List. The Purchase Price does not include VAT, unless the Parties
4.2. The Czech currency in CZK is considered the basic currency for setting the Purchase Price.
If there is no option to choose a currency in the Purchase Contract, the Purchase Price shall
be paid in CZK.
4.3. The Purchase Price shall be paid by credit transfer of the amount of the Purchase Price in
the selected currency to the appropriate bank account stated in the Supplier’s invoice. If
the Purchase Price specified in the invoice is in CZK, it shall be paid into the bank account
in the Czech currency, and if the Purchase Price specified in the invoice is in EUR, it shall be
paid into the bank account in the European currency (EUR).
4.4. With respect to pricing in the Czech and EUR currencies in the Purchase Contract, the
Supplier reserves the right to change the Purchase Price in EUR depending on the EUR
exchange rate announced by the Czech National Bank before the sale of the Goods takes
4.5. The Purchase Price shall be due within 14 days of the invoice date. The moment of payment
of the Purchase Price is the moment when the amount of the Purchase Price is credited to
the Supplier’s bank account specified on the relevant invoice (hereinafter referred to as
“Payment of the Purchase Price”).
4.6. The Customer has no right to deduct or postpone any payment of the Purchase Price.
4.7. The Supplier shall send a Delivery Note together with an invoice to the Customer, in which
the Goods acceptance shall be confirmed (hereinafter referred to as the “Delivery Note”).
5. Advance Payments
5.1. When concluding the Purchase Contract, the Supplier is entitled to request an advance
payment, amounting to 10% of the Purchase Price specified in the Purchase Order, or the
Offer, or relevant acceptance (hereinafter referred to as the “Advance Payment”), unless
5.2. If a Purchase Contract is concluded in accordance with Art. 3 hereof, the Supplier is
entitled to issue an invoice for the relevant amount of the Advance Payment to the
Customer, which shall be due within 5 business days from the day that the Purchase
Contract was concluded.
5.3. The Advance Payment shall be deducted from the final Purchase Price for the Customer. If
the Purchase Price is paid based on several invoices, the Supplier is entitled to use the
Advance Payment in the last invoice issued, i.e. to deduct the Advance Payment from the
remaining Purchase Price, invoiced in the last invoice relating to the relevant Purchase
6. Manner and Place of Goods Delivery, Transfer of Title and Risk of Loss
6.1. For delivery and acceptance of the Goods, as well as for passage of the risk of the Goods
loss, the Parties have expressly agreed the application of the DAP (Delivered At Named
Place) term according to INCOTERMS 2020.
6.2. With respect to Art. 6.1 hereof, the Supplier’s obligation to deliver the Goods is fulfilled at
the time that the Customer is allowed to accept the Goods in the Place of Delivery, agreed
in the Purchase Contract (hereinafter referred to as the “Place of Delivery”). If the Place
of Delivery is not agreed in the Purchase Contract, the Place of Delivery shall be the
location notified by the Customer to the Supplier for this purpose no later than together
with the Payment of the Purchase Price. If the Customer does not notify the Place of
Delivery to the Supplier, the Supplier is entitled to determine the Place of Delivery itself,
unless the Parties otherwise agree in writing.
6.3. Unless the Parties otherwise agree in writing, the Customer shall not be entitled to accept
delivery of the Goods until the Purchase Price is fully paid.
6.4. The Customer must accept the Goods, or ensure acceptance thereof, in the Place of
Delivery, where the Goods shall be delivered by the Supplier’s carrier for unloading at the
agreed time. The Customer undertakes to accept the Goods from the carrier without
undue delay, the acceptance of one vehicle should not exceed 5 minutes. If this agreed
time period is exceeded, the Supplier is entitled to charge a fee of EUR 100 (in words: one
hundred euros) to the Customer for every started half hour of the total time, required for
the Goods acceptance in excess. Unless the Parties otherwise agree, the costs of
unloading shall be borne by the Supplier, and the costs of the Goods acceptance shall be
borne by the Customer.
6.5. The Customer acknowledges that the Supplier’s delivery periods specified in the Offer are
indicative and, if exceeded, do not entitle the Customer to cancel the Purchase Order, to
withdraw from the Purchase Contract, and do not entitle the Customer to claim damages
from the Supplier.
6.6. In the event of the Customer’s delay in accepting the Goods in the Place of Delivery, the
Supplier has the right to store the Goods, at the Customer’s expense, for at least a really
agreed storage fee, but at least EUR 10 for each started day of storage. The Supplier
reserves the right to store the Goods in a place other than the agreed Place of Delivery or
the Place of Delivery notified under Art. 6.1 hereof, and to charge the Customer for all
costs related to such storage. This shall not affect the Supplier’s right to compensation for
6.7. Any damage to the Goods occurring after the risk of damage to the Goods has passed to
the Customer shall not relieve the Customer of the obligation to pay the Purchase Price to
6.8. Upon the Goods acceptance, the Customer must confirm by its signature, or the
Customer’s company stamp, the Deliver Note, sent to the Customer by the Supplier in
advance in accordance with Art. 4.5 hereof. The Customer shall send the confirmed
Delivery Note back to the Supplier without undue delay.
6.9. Upon the Goods acceptance, the Customer shall receive the CMR document in three
copies (hereinafter referred to as the “CMR Document”) from the carrier. The Customer
shall confirm all CMR Documents by its signature, and or the Customer’s company stamp,
and provide one confirmed copy to the carrier, and send one confirmed copy to the
Supplier without undue delay.
6.10. The Client understands that the CMR Document and the Delivery Note are necessary
documents required for performance of legal duties of the Supplier and the Customer.
Therefore, in the event of violation of the obligations defined in Art. 6.8 and Art. 6.9
hereof, the Customer shall compensate the Supplier for
a. all costs that the Supplier had to pay for penalties, imposed by the Tax Authority or
the Customs Authority, or by another public administration authority of the Czech
Republic, as well as
b. costs incurred by the Supplier for performance of legal obligations, imposed on the
Supplier by public administration authorities of the Czech Republic due to absence
of CMR Documents and Delivery Notes, relating to the Purchase Contract
concluded with the Customer, if they were not sent by the Customer to the
Supplier in due time.
6.11. Unless otherwise agreed by the Parties in writing, the documentation to the Goods, in
particular the vehicle roadworthiness certificate, or vehicle registration certificate, or
C.O.C, must be sent by the Supplier to the Customer by courier service within 10 days
from the day of delivery of the confirmed Delivery Note and CMR Document by the
Customer to the Supplier.
7. Retention of Title
7.1. The title to the Goods shall only pass to the Customer after full Payment of the Purchase
Price. By this provision, the Parties have agreed the retention of title to the Goods in the
event that the Parties agree that the Goods should be delivered even though the full
Purchase Price has not been paid.
7.2. The Customer shall not be entitled to pledge any Goods that are unpaid and are delivered
with retention of the Supplier’s title, nor to encumber them in any other manner. The
Customer shall be liable for any damage incurred by the Supplier due to a breach of any of
the Customer’s obligations under this provision.
7.3. As soon as the Customer becomes aware that the Goods that are subject to the retention
of title in favour of the Supplier are or are to be subject to third-party rights, in particular
in connection with distraint proceedings, proceedings concerning the judicial enforcement
of a decision or insolvency proceedings, the Customer is obliged to immediately inform
the Supplier of such facts. The Customer shall be liable for any damage incurred by the
Supplier due to a breach of any of the Customer’s obligations under this provision.
7.4. The Customer undertakes to insure Goods delivered with the retention of title against any
damage caused by fire, explosion or water, as well as against theft, and shall maintain
such insurance in force, providing information about the insurance policy upon request.
Should the insurance benefit be paid on the basis of this insurance policy, the Supplier has
the right to satisfy its receivables under the Purchase Contract from the insurance benefit
8. Goods and Legal Regulations
8.1. The Goods and their technical parameters comply with the definition determined by the
manufacturer. Fuel consumption and emissions correspond to values that are certified by
the European Union and comply with the European regulations applicable to all
manufacturers of cars sold in Europe. The manufacturer is responsible for the accuracy of
these data based on representations made to the Supplier.
9. Inspection of the Goods and Liability for Defects
9.1. The Customer, or Customer’s representative (carrier or forwarder), must carry out a
quality and quantity inspection of the delivered Goods upon acceptance, report any
missing equipment or accessories and defects detectable upon receipt of the Goods
(visual defects), and record them in the CMR Document in accordance with Art. 6.9
hereof. If any visual defects are not reported in the CMR Document or are not defined
clearly and legibly, the Parties hereby expressly agree that the Customer shall lose the
rights arising under liability for defects.
9.2. Hidden defects must be reported immediately after they are discovered, but no later than
within 10 days of the Goods acceptance, otherwise the Supplier is entitled to reject a
complaint, and in this case no rights arise to the Customer under liability for defects.
9.3. In the cases where a defect claimed by the Customer, which constitutes a material breach
of the Purchase Contract, is admitted in writing, the Parties hereby limit the Customer’s
right arising under liability for defects to (i) a reasonable discount on the Purchase Price
and (ii) remedy of the defect by supplying new Goods with no defect, unless otherwise
stipulated in these TC. The Customer has the right to withdraw from the Purchase
Contract only if there is a defect that cannot be rectified and this prevents the Goods from
being used for the purpose for which the Goods are normally intended.
9.4. The agreed period for settlement of complaints is 6 months.
9.5. In the case of minor defects, including but not limited to paint damage by scratches that
can be removed by re-polishing, where the re-polishing cost shall not exceed EUR 200, the
Parties relieve the Supplier of liability, because they know that such defects can arise
during delivery (transportation) of the Goods.
9.6. Any visual defects that cannot be classified under Art. 9.5 hereof must be properly
documented in the CMR Document so that they could be claimed and the right arising
under liability for defects could be exercised. If the Customer wants to claim a discount on
the Purchase Price of a vehicle, the Customer must submit an expert assessment of the
defect by an independent expert, including the value by which the vehicle price should be
reduced, to the Supplier. The discount on the Purchase Price cannot be determined in a
different way, unless the Parties otherwise agree in a specific case.
9.7. The exercise of the right to a reasonable discount on the Purchase Price shall not affect
the Customer’s obligation to pay the full Purchase Price for the Goods, i.e. the Customer
must also pay the portion of the Purchase Price that, if applicable, would correspond to its
right to a discount.
9.8. The Customer must ensure proper and safe storage of the Goods with respect to which it
claims defects and must not handle the Goods in a manner that could prevent the claimed
defects from being checked by the Supplier or persons authorised by the Supplier. The
Customer must allow the Supplier or persons authorised by the Supplier to inspect the
Goods in relation to which defects are claimed.
10.1. The Customer shall be entitled to exercise warranty rights according to the
manufacturer’s terms and conditions and at the places designated by the manufacturer.
Warranty rights cannot be exercised against the Supplier.
11.Extent of Damages in Case of Supplier’s Liability
11.1. The Supplier’s liability to the Customer shall be limited in all cases to directly incurred
damage, in total up to the maximum amount of CZK 270,000 (in words: two hundred and
seventy thousand Czech crowns).
11.2. Direct damage shall mean reasonable costs of:
a. identifying the cause and extent of the damage;
b. ensuring that defective performance of the Supplier meets the requirements of the
Contract, except where the Supplier cannot be held liable for the respective defect
based on the Contract;
c. preventing or limiting the damage.
11.3. The Supplier shall not bear liability for any consequential damage, in particular, for loss of
profit, loss of savings, damage inflicted on third parties, and damage due to stagnation of
the company of the Customer or third parties.
12. Force Majeure
12.1. The Parties can be relieved of liability for a breach of the obligations arising under this
Purchase Contract, except the obligation to pay the Purchase Price, if they prove that the
breach or delay was caused by an extraordinary unforeseeable and insurmountable
obstacle, which occurred beyond control of the obligated Party and prevented the Party
from fulfilling its obligation (hereinafter referred to as “Force Majeure”). An obstacle
resulting from personal circumstances of the obligated Party or arising when the Party
was delayed with performance of an agreed obligation, or an obstacle that the obligated
Party had to overcome, shall not relieve the Party of its responsibility to perform the
12.2. The Supplier is entitled to claim Force Majeure under Art. 12.1 hereof in particular, but
not only, in the following cases:
a. state of emergency is declared in the Supplier’s country, where predominantly the
wholesale, retail, provision of services or freedom of movement and stay are
restricted due to extraordinary measures;
b. impact of local, national or global epidemic or pandemic;
c. accidents, other industrial and natural disasters;
d. economic impacts, such as financial crisis, currency devaluation, or significant
changes of exchange rates;
e. social conflicts, such as strikes, revolutions, civil riots, or wars;
f. limitation of subcontractor’s manufacture and deliveries, sudden termination of
manufacture by a subcontractor, cancellation of subcontractor’s license,
authorization, or another permit which the Supplier could not affect and therefore
is not able to perform its obligations towards the Customer in due time or at all.
12.3. The Customer is entitled to claim Force Majeure under Art. 12.1 hereof only in the cases
of a war, accidents and other industrial and natural disasters.
12.4. A Party that has violated, violates or is expected to violate, in light of all known facts, any
of its obligations under the Purchase Contract as a result of a Force Majeure event must
immediately inform the other Party about such a violation or event, and must make every
effort to avert such an event or its consequences and eliminate them.
12.5. If a Force Majeure event continues for more than 90 days, either Party may withdraw
from the Purchase Contract.
13.Penalties for Failure to Comply with the Terms and Conditions
13.1. In the event of the Customer’s default in paying the Purchase Price, the Supplier shall be
entitled to claim a contractual penalty of 0.2% of the outstanding portion of the Purchase
Price for each started day of default, and statutory default interest that corresponds per
annum to the amount of a repo rate set by the Czech National Bank for the first day of the
calendar half-year in which the default occurred, increased by 8 percentage points in
accordance with Government Regulation No. 351/2013 Coll., as amended, also for each
started day of default.
13.2. Should the obligations defined in Art. 6.8 and Art. 6.9 hereof be breached, the Supplier is
entitled to claim a contractual penalty of EUR 2,000 (in words: two thousand euros), if the
Customer does not sent a Delivery Note and/or CMR Document to the Supplier upon the
Supplier’s request within an additional period. The Supplier’s right to compensation for
damage under Art. 6.10 hereof shall not be affected by this provision.
13.3. The Supplier shall be entitled to compensation for damage caused by failure to pay a
monetary debt, even if it is covered by default interest. The contractual penalty clause
pursuant to Art. 13.1 hereof shall not be affected by the right to compensation to damage
arising from a breach of the obligation to pay the Purchase Price, and the Parties hereby
expressly exclude the application of Section 2050 of the Civil Code.
13.4. Pursuant to Section 1806 of the Civil Code, the Parties hereby expressly agree to apply
interest on the default interest.
13.5. In addition to the default interest and contractual penalty, the Customer shall be also pay
all additional costs incurred by the Supplier as a result of Customer’s default. The
additional costs include, in particular, the costs incurred additionally as a result of storage,
insurance of the Goods and costs associated with a possible claim (hereinafter referred to
as the “Additional Costs”).
13.6. If the Customer defaults in payment of any amounts resulting from the Contract, Purchase
Order or any other contracts entered into with the Supplier, the Supplier shall be entitled
to terminate any further deliveries of the Goods under the Purchase Contract with
immediate effect and, as the case may be, to withdraw from the Purchase Contract.
Failure by the Supplier to deliver according to the preceding clause shall not constitute a
breach of the Contract, and the Supplier shall not bear liability for any resulting damage.
13.7. If the Customer fails to pay the Supplier the full due Purchase Price, including any due
default interest, contractual penalty and Additional Costs charged to the Customer within
the additional period (as further defined in this Article), the Supplier is entitled to sell the
unpaid Goods to a third party after giving prior notice to the Customer, and the difference
between the Purchase Price, including interest payable, the contractual penalty and the
additional costs charged to the Customer to be paid by the Customer and the price paid
by the relevant third party shall be paid by the Customer as compensation for lost profit.
The additional period for the fulfilment of the Customer’s obligations is set to be within 14
days from the date of sending a written notice to the Customer.
13.8. The Supplier has the right to set off the payments made by the Customer, first against the
Additional Costs, then the default interest owed, then the contractual penalty and finally
the principal. Payments are first set off against the invoice that has been due for the
14. Customer’s Representations
14.1. The Customer represents that as of the date of conclusion of the Purchase Contract:
a. No insolvency proceedings and/or distraint proceedings have been initiated against
it and that it is not aware that any insolvency and/or distraint petition has been
filed against it. The Customer also represents that no public authority’s decision is
enforceable against it and no public or private document exists which might be a
basis for filing a petition for a warrant of distress or for the enforcement of a
b. It has no arrears of taxes or fees, or debts which may give rise to any obligation or
restriction concerning the Purchase Agreement, in particular, a legal, contractual or
judicial lien), and which may, at the same time, render it impossible to fulfil its
obligations under the Purchase Contract in the sense of accomplishing the transfer
of title to and acceptance of the Goods and payment of the Purchase Price;
c. It is entitled to conclude the Purchase Contract and is also entitled and has capacity
to properly fulfil the obligations contained therein, especially financial obligations.
14.2. The Customer makes representations as of the date of conclusion of the Purchase
Contract and undertakes to ensure that these representations are true, complete and
not misleading on the date of acquisition of title to the Goods.
14.3. If any of the Customer’s representations pursuant to Art. 14.1 hereof proves to be false
or incomplete, the Supplier shall be entitled to require the Customer to remedy this
defective condition within a reasonable period of time but no later than within 15 days
and, at the same time, the Supplier is entitled to a contractual penalty of EUR 2,500 (in
words: two thousand five hundred euros).
15.Termination of the Contract
15.1. The Supplier shall have the right to withdraw from the Purchase Contract if:
a. any of Customer’s representations pursuant to Art. 14.1 hereof proves to be false or
incomplete, and the Customer does not remedy this defective condition within a
reasonable period of time, but no later than within 30 days of the Supplier’s notice;
b. at the moment of entering into the Purchase Contract, the Customer is asked to
provide a guarantee of fulfilment of the obligations arising from the Purchase
Contract, and such a guarantee is not provided or is inadequate;
c. as a result of Customer’s delay, where, pursuant to Art. 13.6 and Art. 12.5 hereof, the
Supplier can no longer be expected to perform the Purchase Contract in accordance
with the originally defined terms and conditions, or with Parties’ agreement made
due to an event of Force Majeure;
d. a winding-up petition or a petition for liquidation or an insolvency petition is filed
against the Customer;
e. the Customer’s assets are subject to distraint, or a substantial change in the control
of the assets has occurred.
15.2. The Customer shall have the right to withdraw from the Purchase Contract if:
a. a winding-up petition is filed against the Supplier’s company, bankruptcy is declared,
or a petition for liquidation of the company is filed;
b. the Supplier’s assets are subject to distraint, or a substantial change in the control of
the assets has occurred, and/or
c. as a result of Supplier’s delay, where, pursuant to Art. 13.6 hereof, the Supplier can
no longer be expected to perform the Purchase Contract in accordance with the
originally defined terms and conditions, or with Parties’ agreement made due to an
event of Force Majeure.
15.3. Withdrawal from the Purchase Contract shall be effective upon delivery of a written
notice by the Party withdrawing from the Purchase Contract to the other Party. In the
notice of withdrawal from the Purchase Contract, the reason for withdrawal must be
15.4. In the event of a valid withdrawal from the Purchase Contract, all rights and obligations of
the Parties from the Purchase Contract cease to exist and the Parties are obliged to
surrender to each other everything received under the Purchase Contract or in connection
with it from the other Party. Withdrawal from the Purchase Contract shall not affect the
right to damages, the payment of default interest and the payment of a contractual
penalty and the provisions of the Purchase Contract concerning the choice of law,
resolution of disputes between the Parties and the Parties’ rights and obligations in case
of termination of the Purchase Contract.
15.5. In other cases, the Purchase Contract may be terminated by mutual agreement of the
16.1. The Parties undertake to maintain confidentiality of all confidential information
concerning the other Party which they obtain in relation to business negotiations or
during negotiations for entry into a contract, regardless of whether the contract is
entered into or not. Confidential information shall mean any information which is
significant in competition, identifiable, appreciable and usually unavailable in respective
business circles, and which the relevant Party designates as confidential, or information
the confidentiality of which results from its nature.
16.2. Information about business transactions between the Customer and the Supplier shall
also be considered confidential.
16.3. The Customer undertakes not to publicly present or disclose, in particular in the media, on
the internet, in advertisements or other promotions, the vehicle production codes, body
numbers (VIN), numbers of roadworthiness certificates, numbers of registration plates of
the Goods, or other documents relating to the Goods, in particular roadworthiness
certificates, vehicle registration certificates and C.o.C.
16.4. The Purchase Contract shall be archived by the Supplier for the purpose of its proper
performance in electronic or paper form for 5 years, and shall not be available to any
uninvolved third parties.
16.5. A Party that violates its obligation under this Article 5 hereof shall be liable to the other
Party for damage caused thereby.
17. Choice of Law and Dispute Resolution
17.1. The legal relationship and rights and obligations of the Parties resulting from the Purchase
Contract, and the guarantees, modifications and termination thereof shall be governed
solely by the laws of the Czech Republic, in particular, Act No. 89/2012 Coll., the Civil
Code, as amended (hereinafter referred to in these Terms and Conditions as the “NCC”).
17.2. The application of the UN Convention on Contracts for the International Sale of Goods of
11 April 1980 and rules of international private law is excluded, unless otherwise expressly
17.3. If any disputes arise between the Parties in connection with the Purchase Contract or its
application or interpretation, the Parties shall exert every effort to resolve such dispute
17.4. If a dispute cannot be settled amicably, either Party shall be entitled to refer the dispute
for resolution to the ordinary court of the Czech Republic, having subject-matter and local
jurisdiction over the Supplier’s registered office.
18. Other and Final Provisions
18.1. The Parties represent and warrant that neither of them feels to be or considers itself to be
the weaker Party when compared to the other Party and that they had the opportunity to
familiarise themselves with the wording and the content of the Purchase Contract and
these Terms and Conditions, that they understand the content, intend to be bound by it
and that they have sufficiently discussed the contractual arrangements. The Parties
declare that this Contract has been concluded based on their true and free will, not under
duress or under markedly unfavourable conditions.
18.2. The Parties expressly agree to waive any right to cancel the Purchase Contract and
restoration to the original state in the event that the mutual performance under the
Purchase Contract is grossly disproportionate and explicitly exclude the application of the
provisions of Sections 1788, 1793–1795, 1798–1800, 2050 and 2108 of the Civil Code.
18.3. The Customer shall not be entitled to assign its claims arising from the Purchase Contract
to any third party and shall not be entitled to set off any of its claims against the Supplier’s
18.4. The Supplier is entitled to assign its claims arising from the Purchase Contract to any third
party, however, in such a case it undertakes to inform the Customer of this fact.
18.5. The Supplier and the Customer undertake to render each other any assistance needed, in
particular during any inspections by financial or customs authorities in connection with
the transactions carried out between them.
18.6. If the Customer is from another Member State of the European Union and invoicing is
performed with a zero VAT rate due to the sale of the Goods to another Member State,
the Customer undertakes to fulfil all required conditions for conducting a valid
intra-Community transaction, in particular, for the trading purposes, shall provide the
Supplier with its valid VAT identification number (“VAT No.”) and provide the Supplier
with documents proving the sale of the Goods to another EU Member State, (properly
completed and confirmed transport documents, in particular the CMR Document, Delivery
Note, including a properly completed and confirmed declaration of the Goods delivery to
another Member State for the purpose of inspection by the Czech authorities.
18.7. If, for any reason, it is not possible to issue an invoice with a zero VAT rate, the invoice
shall be issued inclusive of VAT at the rate applicable in the Czech Republic, and the
Customer shall be obliged to pay the Purchase Price including VAT established in the
18.8. All documents must be confirmed by both Parties, in particular Purchase Orders, CMR
Documents and Delivery Notes, including the Customer’s Declaration of Goods
18.9. These Terms and Conditions have been drawn up in Czech, English and German. In the
event of any discrepancies between the individual language versions, the Czech version
18.10. This Purchase Contract, including these Terms and Conditions, may be amended or
modified only in writing. The Supplier shall be entitled to change these Terms and
Conditions at any time, and the Customer may, within 14 days of the date on which this
change was notified to it, express its disagreement with the new version of the Terms
and Conditions. If the Customer fails to do so, the new version of the Terms and
Conditions shall be binding on the Customer upon the expiry of this period. If the
Customer rejects a new version of TC in writing within the period as stated above, the
original version of TC shall remain valid.
18.11.If any provision of the Purchase Contract, including these Terms and Conditions, becomes
or is found to be unenforceable, invalid, ineffective or null, such unenforceability,
invalidity, ineffectiveness or nullity shall not affect the remainder of the Purchase
Contract, including the remainder of these Terms and Conditions. The Parties undertake
to replace such a provision by a valid, enforceable and effective one with the sale or
similar legal meaning within a period of 7 (in words: seven) days from delivery of the
other Party’s request, or to enter into a Purchase Contract and TC. The applicability of the
Purchase Contract and these Terms and Conditions to the extent of valid and enforceable
provisions is not affected thereby.
Valid as of 02/01/2021