1. INTRODUCTORY PROVISIONS
1.1. Scope of application. These General terms and conditions („GTC“) apply for the contracts/agreements, where CHEMINVEST s.r.o. residing at Litvínov, Gorkého 1613, Horní Litvínov, postal code: 436 01, Czech Republic, company ID: 631 48 064 (hereinafter the „Client“) acts as the customer, client or buyer, or where the GTC were announced to be the integral part of the respective contract/agreement.
1.2. For the GTC purposes, the contract is understood as any written contractual relationship between the Client and the Contractor whether by means of the contract or the order of the Client (hereinafter the „Contract“).
1.3. The Contractor (hereinafter the „Contractor“) is understood as any physical or legal entity entering into a contractual relationship with the Client on the part of the Contractor providing the Client with performance, whether designated directly as the Client or as the Seller, the Provider, etc.
1.4. The Client (hereinafter the „Client“) is understood as any subject to whom the Contractor undertakes to provide certain performance, part of which shall be the subject-matter of performance provided to the Client by the Contractor based on the Contract and GTC stipulated herein.
1.5. The Client´s documentation is understood as any design documentation, information, inquiries or any other information provided to the Contractor.
1.6. Furthermore, these GTC apply to definition of right and duties arising from the Contract or adoption of the proposal for conclusion of any contract/agreement.
1.7. No commercial or other terms and conditions of the Contractor for delivery of goods or provision of services shall be applied for contractual relationships with the Client, unless explicitly stipulated otherwise. No other terms and conditions or agreements that would adjust or change deadlines, scopes, conditions or specifications of the Contract or the GTC shall be binding, unless confirmed in writing by the Client.

2. CONCLUSION OF THE CONTRACT/AGREEMENT
2.1. Contractual relationship with the Client is valid only in case it was concluded in a written form within the meaning approved by the Client and undersigned by the Client´s authorized representative.
2.2. In case of the Contract concluded in a form of the Client´s order, the Client shall issue the order for the Contractor using only its printed forms. The Contractor is obliged to return the order accepted in writing by the Contractor´s authorized person to the Client´s address stated in the Contract within 5 days from its delivery. The Contract is concluded only when the Order is accepted in writing (confirmed) by the Contractor´s authorized representative, unless stipulated otherwise by these GTC or the Contracts.
2.3. In case the Order is not accepted in writing by the Contractor, and despite that there is any performance executed by any party to the contract in compliance with the issued Order, and at the same time accepted by the other party, the Order shall be understood as approved by both parties to the contract as of the date of the respective performance, except for the case, when the Order is called off or cancelled on the part of the Client prior to execution of any performance of the Contractor. The Contract, terms and conditions of which are determined by the Order of the GTC, comes into existence by accepting, resp. execution of the respective performance.

3. CONTRACTOR´S OBLIGATIONS
3.1. The Contractor hereby acknowledges that it has carefully examined all documentation handed over by the Client. The contractor hereby acknowledges that the Client shall not accept any claims of the Contractor concerning insufficient description of the subject-matter of performance in the documentation.
3.2. Furthermore, the Contractor declares that it got thoroughly acquainted with all initial documents and all conditions in order to provide the performance prior to conclusion of the contract as well as with conditions defined by legal regulations and technical standards, schedules, drawings and plans, place of performance execution, etc. and it declares that delivery/execution of the subject-matter of performance is fully feasible and possible based on documents and information of the Client.
3.3. Without written consent of the Client, no other materials or technologies than those stated in the Client´s documentation may be used. Furthermore, the Contractor undertakes not to use any material, not to deliver any goods that would be in conflict with applicable technical standards and ecological requirements during execution of the performance subject-matter or in scope of deliveries.
3.4. By concluding the Contract, the Contractor declares that it is fully acquainted with the scope of performance subject-matter in accordance with the Contract and that it possesses professional competence and authorization to carry out activities in scope of performance of this Contract and that the Contractor is insured for these activities.
3.5. By concluding the Contract, the Contractor declares that it is fully acquainted with the Occupational Health and Safety regulations (hereinafter the „OHS“), fire protection (hereinafter the „FP“) and respective regulations in the field of environmental protection (hereinafter the „EP“) including all OHS, FP and EP regulations of the Client and Customer and the Contractor hereby undertakes to comply with them. In case execution of the performance subject-matter is carried out in the premises of Customer or third parties, the Contractor declares it is fully acquainted with all OHS, FP and EP regulations of the Customer or third parties and the Contractor hereby undertakes to comply with them. The Contractor is obliged to introduce all abovementioned OHS, FP and EP regulations to its employees who participate in execution of the performance subject-matter and to urge the employees to comply with the respective regulations.
3.6. Should there be need to provide other performances in the course of performance of this Contract that are not explicitly included in the subject-matter, however their provision, execution or delivery becomes necessary for execution of the subject-matter of performance pursuant to the Contract, which should have been ascertained by the Contractor while complying to its obligations, the Contractor is obliged to provide such services, work or deliveries in which case these are part of the agreed contract price.

4. STANDARDS, QUALITY AND INSPECTION
4.1. Unless stipulated otherwise in the Contract, the ČSN standards (understood also as ČSN EN, ČSN ISO, ČSN IEC standards) become binding for the Contractor as they determine minimum requirements for implementation of the performance subject-matter.
4.2. The Contractor is liable for execution of subject matter of performance, all inspections and relevant tests, as well as dispatch in quality requested by the Contract and by generally binding legal regulations applicable in the Czech Republic or in compliance with the Quality plan and the Inspection and test plan approved by the Client, in case such a plan was approved or determined by the Client.
4.3. Takeover (acceptance) of the subject-matter or its rejection does not relieve the Contractor from its liability or warranty obligations.

5. PERFORMANCE DEADLINE
5.1. The Contractor is obliged to duly fulfil/deliver the subject-matter of performance within the deadlines stipulated in the Contract.
5.2. The Client is not obliged to take over the subject-matter of performance prior to the deadline agreed in the Contract. In such a case, the Contractor is obliged to ensure proper storage of the subject-matter at its own expenses.
5.3. The Contractor is obliged to inform the Client in writing of impending default in fulfilling any of its liabilities arising from the Contract without any delay. In such a case, the Client is entitled to order the Customer to adopt necessary measures to prevent or minimize the default and the Contractor is obliged to carry out such measures at its own expenses without any delay and within the period determined by the Client.
5.4. Should the Contractor fail to fulfil orders of the Client pursuant to the previous article hereof, the Client is entitled to carry out such measures itself or through third parties at the Contractor´s expenses.

6. DELIVERY TERMS
6.1. The Contractor is obliged to deliver the subject-matter of performance duly, timely and in compliance with the delivery term/terms stipulated in the Contract.
6.2. The Contractor is obliged to hand over all certificates to the subject-matter of performance that are requested by applicable legal regulations, standards or agreed in the Contract along with the subject-matter.

7. PACKAGING, DESIGNATION
7.1. The Contractor shall ensure packaging of deliveries so that these are carefully and duly packed, as per the character of subject-matter of performance, in packages suitable for long distance transport, frequent manipulations, loading and unloading to prevent their damage during transport and storage, and to prevent their physical damage or corruption due to weather conditions, transport or unauthorized conduct of third parties for the duration of transportation or storage, and to minimize negative impact on the environment. As per properties of the equipment or different requirements for transport, loading and unloading, the Contractors shall distinctly label the packaging with “Handle with care”, “Top”, “Keep away from water”, “Fragile”, “Store away from heat” and with other respective internationally applicable designations.
7.2. The Contractor is liable for correct designation of deliveries, for correct use of transport documents, and in case the Contractor is obliged to ensure transport of the deliveries also for conclusion of contracts necessary for their transportation to the place of delivery by respective means of transport.

8. HANDOVER AND TAKEOVER OF PERFORMANCE SUBJECT-MATTER
8.1. The Client shall take over only duly executed or delivered subject-matter of performance or provided service. If the subject-matter is not delivered or executed in the proper manner, the Client is not obliged to take over such subject-matter of performance. At its discretion, the Client is entitled to take over the subject-matter even in the case that the subject-matter of performance shows defects and backlogs that do not individually or jointly prevent safe and reliable operation of the subject-matter or a unit that it is to be part of.
8.2. A protocol shall be prepared on handover and takeover of the subject-matter of performance. The subject-matter of performance is deemed to be handed over in case that the protocol on handover of the subject-matter of performance was undersigned by both parties to the Contract, whereas the day of handover is understood as the day of signing the protocol on handover of the Work by both parties to the contract.
8.3. The Client is entitled to take over the subject-matter in parts. However, takeover of any part of the subject-matter does not represented takeover of subject-matter as a whole.
8.4. In case that delivery of any design documentation is the subject-matter of performance, the Client is entitled to revise such documentation first. Handover and takeover of the subject-matter is understood on the day the design documentation is taken over by the Client upon the revision and only after removing all defects or backlogs detected.

9. TRANSFER OF OWNERSHIP AND RISK OF DAMAGE
9.1. The ownership right to the subject-matter of performance and its individual parts, if not already in Client´s ownership, shall pass from the Contractor onto the Client at the moment of its delivery to the Client and what concerns the services or works at the moment of their execution.
9.2. Results of design works and other documentation prepared by the Contractor in scope of performance of the subject-matter are the property of the Client that may dispose of them at its discretion. The ownership right to the documentation handed over by the Contractor to the Client shall pass onto the Client on the day of takeover of the documentation.
9.3. Risk of damage to the subject-matter of performance shall pass onto the Client at the moment of subject-matter takeover. Before the risk of damage passes onto the Clients, the Contractor is, at its own expenses, obliged to replace, repair or reconstruct the subject-matter of performance or any of its part that got lost, damaged or destroyed for whatever reason.

10. CONTRACT PRICE
10.1. The contract price is based on the mutual agreement. The price is defined as the highest acceptable price and it shall cover all costs for execution/delivery of the subject-matter of performance pursuant to terms and conditions of the Contract. The contract price is valid for the whole duration of the Contract.
10.2. The contract price is excluding VAT. Treatment and amount of VAT shall be applied in compliance with the VAT Act wording applicable and effective as of the date of taxable supply.
10.3. The contract price includes all taxes, custom duty, fees, freight costs and any other costs incurred in and outside the Czech Republic during construction, manufacturing, procurement, transport or delivery of the subject-matter of performance.
10.4. In case the Contract stipulates, that the subject-matter price shall be determined according to the Contractor´s price list, it must be the pricelist attached to the Contractor´s bid, if the pricelist was not attached, it must be the price list valid as of the date of the Contract conclusion. No price list adjustments are acceptable for the purpose of this Contract without written acceptance of such adjustments by the Client.

11. PAYMENT TERMS
11.1. The Contractor´s claim to payment of the price for subject-matter of performance in full amount shall arise upon takeover of the subject-matter of performance by the Client. In case of gradual partial payments agreed between the Client and the Contractor, these payments shall be paid only upon confirmation of fulfilment of respective partial performance and approval of invoicing of such performance by the Client.
11.2. The Contract price shall be paid to the Contractor based on invoices – tax documents issued by the Contractor. The Contractor is entitled to issue the invoice – tax document and each invoice shall include a protocol on subject-matter handover approved by the Client or an invoice protocol together with mutually approved Contract.
11.3. 10% retainage (retention) shall be deducted from each invoiced amount that will be released upon takeover of the subject-matter as a whole and only after removing all defects or backlogs confirmed by the Client.
11.4. Invoices – tax documents shall contain all appurtenances of the tax documents within the meaning of the VAT Act and shall be supplemented with the Client´s Contract number.
11.5. Maturity of invoices –tax documents is sixty (60) days from the receipt of the invoice – tax document by the Client.
11.6. Invoices – tax documents shall be delivered in electronic form, via email to the address faktury@cheminvest.cz.
11.7. Invoice – the tax document shall contain all appurtenances of the tax documents pursuant to respective legal regulations, in particular the following data:
a) Contractor´s trading name and place of business;
b) Incorporation in the Commercial Register;
c) Client´s trading name and place of business;
d) Tax identification numbers of the Client and the Contractor;
e) Company identification number of the Client and the Contractor;
f) Designation and title of the subject-matter of performance;
g) Scope and subject-matter of taxable supply;
h) Date of document issue;
i) Price excluding VAT;
j) Client´s contract number;
k) Bank account number to be paid on;
l) Payment identifier (variable symbol).
11.8. Invoices – tax documents sent electronically have to be sent exclusively to faktury@cheminvest.cz and the following rules have to be observed:
a) Subject of the email message must always contain the word “Invoice” on first place followed by the variable symbol of the invoice – tax document;
b) The invoice – tax document has to be an independent attachment of the email;
c) Other appendices of the invoice – tax document, such as delivery notes, job logging, order, etc. always have to be in a form of one or more independent attachments;
d) All attachments have to be in PDF format;
e) Maximum size of the email including all attachments must not exceed 7 MB.
11.9. In case of non-fulfilment of the deadline milestones specified in the Contract, qualitative or other substantial appurtenances of the Contract due to reasons on the Contractor´s side, the Client is entitled to suspend payment of already due invoices – tax documents until such non-fulfilment is removed. However, the Contractor is still obliged to continue to fulfil its obligations under the terms of the Contract.
11.10. Payment date is understood as the date the amount is written off the Client´s account.
11.11. The Client is entitled to return the invoice-tax document to the Contractor until the invoice becomes due in case the invoice – tax document does not have all the appurtenances mentioned in this article hereof or displays other defects. Along with returning the invoice – tax document, the Client shall inform the Contractor of reasons for its returning. Depending on the defect nature, the Contractor is obliged to correct or newly issue the invoice – tax document including its appendices. The original due date of the invoice – tax document is terminated by justified return of the invoice – tax document. The new due date starts to run from the day the Client receives completed, corrected or newly issues invoice – tax document with respective appurtenances complying with the terms of the Contract.