General Terms and Conditions of Purchase

I. Introductory Provisions

1. These General Terms and Conditions of Purchase (hereinafter only as the “GTCP”) shall apply to all relations between AMiT Transportation s.r.o. (hereinafter only as “Amit Transportation”) and the Supplier arising out of or in association with an order placed by Amit Transportation, unless otherwise agreed in writing.

These General Terms and Conditions of Purchase shall form an integral part of every contract where the Company AMiT Transportation s.r.o., with its registered office at Radlická 740/113C, file reference C7535, registered with registered at the Municipal Court in Prague, as a party to a contract, especially in the capacity of a customer, buyer or client (hereinafter only as the “Client”) and on the other hand, as a person, especially in the capacity of a supplier, seller or contractor (hereinafter only as the “Supplier”).

2. The contractual relationship between the Client and the Supplier shall commence at the moment of conclusion of the Purchase Contract or acknowledgement of the order by the Seller.

3. In the event that the Supplier’s terms and conditions also apply in addition to these General Terms and Conditions, then in the event of a conflict between them and these General Terms and Conditions, these General Terms and Conditions shall prevail. The individual provisions of these General Terms and Conditions of Purchase of AMiT Transportation s.r.o. shall apply unless otherwise stipulated in a specific written contract between the Client and the Supplier.

4. The Supplier hereby expressly acknowledges that it has read, understood and agrees to these General Terms and Conditions.

II. Order and Conclusion of the Contract

1. The contractual relationship between the Client and the Supplier shall be established by the Client issuing a written order and the Supplier accepting the order in writing without any deviation. The Supplier shall acknowledge the order in writing otherwise it is invalid. Expressions of intent made by remote data transmission, in particular by fax or e-mail, shall also be deemed to be in writing if they allow determining the content of the act and the person who made it.

2. The Client may cancel or change the order at any time before its acknowledgement by the Supplier.

3. If the order acknowledgement or the Supplier’s performance deviates from the content of the order, the Client shall be bound to the Supplier only if the Client has expressly agreed in writing to any such deviation from the order. Neither the acceptance of performance by the Supplier nor payment by the Client for such performance shall constitute approval.

4. Unless the order acknowledgment is received by AMiT Transportation within 14 days upon the order being issued, then AMiT Transportation reserves the right to cancel the order.

III. Price and Payment Terms

1. The price has been agreed as final. The price includes all costs of the Supplier necessary for the proper performance of the delivery.

2. The invoice is due 60 days from the service of the invoice onto the Client. This due date shall only apply unless otherwise agreed in writing with the Supplier.

3. The Client may return the invoice by the due date if it contains incorrect price information or incorrect details (if any of the required details are missing)

The invoice shall include:
– The invoice identification and number;
– The name and registered office of the Client and the Supplier, their registration number and VAT number;
– The order and contract reference numbers;
– The subject matter of the performance and the date of delivery of the goods, including the number of the delivery note;
– The bank account of the Supplier;
– The indication of the price of the goods;
– The invoiced amount.

IV. Fulfilment of the Order and Withdrawal from the Contract

1. The Client may request the Supplier to suspend performance of the contract at any time in writing. Upon receipt of any such notice, the Supplier undertakes to suspend all work until it receives a written invitation from the Client to resume performance.

2. The Supplier may not claim for the first 90 days from the date of suspension of performance of the contract the payment of storage fees or any other costs incurred for this reason. The dates of performance of the contract shall be extended proportionately for the term of the suspension.

3. If the Supplier is in danger of default, the Supplier shall notify the Client immediately and request the Client’s instructions.

4. In the event of delay in performance of the contract by the Supplier, the Supplier shall be obliged to pay the Client a contractual penalty in the amount of 0.5% of the price of the relevant performance (including VAT) for each day of delay. The Client’s right to compensation for damage in excess of the contractual penalty shall remain unaffected upon the payment of the contractual penalty.

5. The place of performance shall be deemed as the place specified in the order.

V. Delivery and Transfer of Ownership Title

1. The Supplier shall hand over the delivery to the agreed delivery point (DAP). The Supplier shall pack the delivery in such a manner as to prevent damage or any damage to health and property during transport.

2. The Supplier shall attach to the delivery a Delivery Note with all the details of the order such as the order number, material numbers, exact designation of the goods, and order quantity.

3. In the event that the costs of transporting the delivery to the agreed place of performance are to be borne by the Client according to the confirmed order, the Supplier may invoice the Client only for those costs that have been agreed in advance by the Client.

VI. Quality Guarantee and Liability for Defects

1. The Supplier shall provide the Client with a quality guarantee for the delivered supplies for a period of 2 years.

2. The Supplier shall remedy the defect which was detected before the risk of damage has passed or which has become apparent under warranty at its own expense and at the Customer’s choice, or deliver a new delivery within 5 business days upon the making the complaint.

3. If the Supplier fails to remedy the defect or to provide a replacement delivery, even after the Client has provided a reasonable additional period of time, the Client shall be entitled to:

a) Withdraw from the contract in whole or in part;

b) Request a discount;

c) At the Supplier’s expense, either on its own or through a third party, remedy the defect or procure a replacement delivery, without prejudice to the Supplier’s obligations under the quality guarantee and liability for defects.

4. The Client may claim against the Supplier a contractual penalty for defective performance of the subject matter of the contract in the amount of 20% of the agreed price. The Client’s claim for compensation for damage exceeding the contractual penalty shall remain unaffected by the contractual penalty.

5. The costs incurred by the Client to remedy the consequences of the Supplier’s breach of duty and to remedy any defects in the delivery shall be reimbursed by the Supplier to the Client upon written request by the Client. This shall also apply, mutatis mutandis, to the costs incurred by the Client in vain in processing or modifying the delivery for the aforementioned purpose.

6. The Customer may make claims for defects in the delivery as follows:

(a) Within 1 month after the risk of damage has passed;

(b) Within 1 month of the discovery of defects, if the delivery has not yet been used and the defects are only discovered during further processing or modification or when it is delivered to a third party.

7. The costs associated with the claim, including transport costs, shall be borne by the Supplier.

8. The Supplier shall carry out or arrange for post-warranty repairs for a period of 6 years from the date of delivery, including the procurement of spare parts, if this follows from the nature of the deliveries. Otherwise, the Supplier shall notify the Client without delay accordingly and provide the Client with a replacement solution under similar terms and conditions.

VII. Withdrawal from the Contract

1. In the event of a material breach of the contract, the Client may withdraw from the contract. The following shall be deemed to be a material breach of the contract: failure to comply with the provisions of the guarantee for the quality of the goods or the Supplier’s delay in delivering the goods within the agreed time limit, or incorrect price data.

VIII. Processing and Protection of Personal Data

1. The Client, as the personal data controller, hereby declares that it protects the Supplier’s personal data that it obtains in association with its activities and guarantees the full protection of the data within the framework of these Terms and Conditions and applicable legal regulations.

2. The Supplier hereby acknowledges that, pursuant to the Personal Data Protection Act, the Supplier may require the Client to be notified of what personal data it processes, to request access to any such data from the Client and to have such data updated or corrected. Furthermore, it may request the Client to delete such personal data and such deletion will be carried out unless it conflicts with the Client’s legitimate interests.

IX. Final Provisions

1. If any provision of the contract or these Terms and Conditions is or becomes invalid, unenforceable, putative or ineffective, the validity, enforceability or effectiveness of the other provisions of the Contract or these Conditions shall remain unaffected. In any such case, the Parties shall use their best efforts to enter into an amendment to the contract replacing the invalid, unenforceable or ineffective provision in question with a new provision that best serves the purpose originally intended. The right to claim to have an obligation dismissed within the meaning of Article 2000 of the Civil Code shall be excluded.

2. For the purposes of these Terms and Conditions, a written form shall mean a document drawn up either in the printed (paper) form bearing a handwritten signature or a guaranteed / recognised / qualified electronic signature or electronic mark or in the electronic form bearing a guaranteed / recognised / qualified electronic signature or electronic mark.

5. Sections 558(2), 1726, 1728, 1729, 1740(3), 1744, 1751(2), 1757(2) and (3), 1765, 1798 to 1800, 1950, and 2112 of the Civil Code shall be excluded. The Parties hereby expressly acknowledge that they enter into this contract as entrepreneurs in the course of their business. Neither Party shall have the status of a weaker party vis-à-vis the other.

6. Any disputes arising out of or in association with the contract, including any questions concerning termination or subsequent modification of the contract, shall be finally determined by the ordinary courts of the Czech Republic. It is understood that the Parties have agreed that the court of general jurisdiction shall be the general court of the Client.

7. These GTCP are binding for the Client and the Supplier as part of the concluded individual contract for the subject matter of the performance determined according to the Client’s order. Upon accepting the order or fulfilling the subject matter of the performance, the Supplier accedes to these GTCP.

These General Conditions of Purchase take effect on 9^th of April 2025.