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GENERAL TERMS AND CONDITIONS OF PURCHASE

Art. 1 Scope

  1. The following General Terms and Conditions of Purchase apply to all contracts in which MPH s.r.o. acts as the customer. The supplier does not acknowledge any contradicting or deviating terms and conditions of purchase unless the supplier has sought and obtained an explicit and written consent from the customer. This clause shall also apply to counter-confirmations, counter-offers and other reference correspondence of the customer. Any declarations of the supplier to the effect that he wishes to deliver only under his own commercial terms and conditions shall be ineffective in respect of this clause.
  2. These General Terms and Conditions of Purchase are valid exclusively and only toward businesses/legal entities.
  3. These General Terms and Conditions of Purchase apply always in their latest wording to all subsequent transactions, without any need to explicitly mention or agree upon this fact when such transactions are contracted.

 

Art. 2 Quotation and Contract Execution

  1. Only written contracts shall be binding and effective. Any potential oral understandings made shall only become effective once they have bilaterally been confirmed in writing.
  2. There is a period of two weeks in which the supplier may accept or reject the customer’s offer. The customer may also withdraw his offer before this period has expired. If the supplier does not communicate his decision to the customer within the given period, the supplier will automatically be deemed to have accepted the offer.
  3. It shall be deemed that a bid has been rejected when the customer does not within the two-week period communicate any decision to the supplier concerning a bid submitted by the supplier.
  4. The supplier shall meet the product properties indicated in his bid. This also means that he may only deliver such products to the customer that meet the general quality standard for the given product groups and have been manufactured, tested and released in compliance with the current legislation applicable. In this respect, the customer considers the CE certificate to be a general quality standard to be followed. Statutory safety and related technical recording obligations shall be observed when delivering installation/operating equipment, conveyor equipment, machines and machinery and such plant.
  5. The supplier is solely responsible for procuring the services and materials that are required for the manufacturing of his products. This also applies in the case of third-party negligence or fault.

 

Art. 3 Prices and Terms of Payment

  1. Any and all amounts payable shall be settled in EUR. Unless agreed otherwise, the price includes delivery to the plant in Prelouc, packaging and Value Added Tax, which shall be stated separately in the relevant invoice. Any price changes shall always be agreed upon bilaterally, and this also applies to any consequent costs arising from product modifications etc.
  2. The supplier alone shall bear any and all costs of insurance in respect of the transportation.
  3. Product modifications may be requested in a reasonable scope. The impacts of such modifications on the price or any extra costs shall be mutually agreed by both parties.
  4. The customer shall be obligated to settle an invoice only once the full scope of delivery has been delivered. The invoice may be issued only once the delivery has been completely fulfilled.
  5. Unless agreed otherwise in writing, the customer shall pay the purchase price within 20 days of receiving the products and the relevant invoice, in which case a fast payment discount of 3% shall apply, or within 30 days at the full amount. The discount may also be applied in the case of offset or retention due to defects. The credit term shall be minimum 30 days from the reception of the product and the relevant invoice. In the case of early delivery, the credit term shall start on the originally agreed delivery date.
  6. The customer shall have a right to offset mutual payables and receivables and to retain a portion of the price not only toward the supplier but also toward other group companies with which the supplier is affiliated.
  7. The customer’s payments shall in general be made at the amount of the purchase order and cannot be offset against any earlier accrued debt, costs or interest.

 

Art. 4 Delivery, Transfer of Risk, Delivery Terms

  1. Deliveries are in principle made as “DDP Pardubicka 1571, Prelouc“ (Incoterms 2010). The place of delivery shall always be Prelouc unless agreed otherwise. This means that the supplier will be deemed to have fulfilled his obligations to deliver when the goods have been made available to the customer at the aforementioned point of delivery on the ingoing means of transportation and released for import.
  2. If, in exceptional cases, the DDP term is not negotiated, then the products shall be delivered to an agreed place of destination on an agreed date. The supplier shall notify the customer of the timely delivery of the relevant products.
  3. Any agreed dates and periods are binding. The supplier will be deemed to have delivered timely when the products have been delivered to the customer’s plant unless agreed otherwise in writing. The supplier shall forthwith inform the customer if any circumstances occur or are imminent, due to which the agreed delivery date cannot be met.
  4. No deliveries will be accepted outside the agreed delivery dates and times unless agreed otherwise. The supplier shall ensure that any third parties commissioned by the supplier also observe the agreed delivery dates.
  5. Unless partial deliveries have explicitly been agreed upon, the deliveries shall be made in full scope, undivided. Any potential acceptance of a partial delivery does not affect the customer’s entitlement to a complete delivery.

 

Art. 5 Documentation and Packaging

  1. The supplier is obligated to state the purchase order date, the customer’s purchase order number and item codes including a description according to the customer’s purchase order in all purchase order confirmations, shipping documentation, delivery notes, labels and invoices. Otherwise delays may occur in the administrative processing, for which the customer cannot be held liable.
  2. Products to be delivered with a certificate to the customer shall be delivered in compliance with the applicable and currently effective legislative requirements as specified in the certificate.
  3. It is to be understood and ensured that products shall be delivered to the customer free of any dust, dirt, damage, deformation, dry and secured against slipping or fall. If necessary, the products need to be extra protected. The supplier alone shall bear any and all costs of freight and arrange for transportation in both financial and legislative terms.
  4. Every container shall be legibly and visibly marked with the following information: the customer’s item code and purchase order number, quantity, customer’s business name, supplier’s business name, delivery note number and date, purchase order number, lot number, production date, gross/net weight, packaging unit, quantity, number and type of packages, expiration date, storage instructions, safety instructions and, if relevant, clauses concerning hazardous goods. The labels shall be affixed to the containers in a visible and permanent manner.

 

Art. 6 Goods to Be Provided by the Customer

  1. It is currently not foreseen that the customer should provide any goods to be processed by the supplier; a separate agreement shall be made if any such need arises.

 

Art. 7 Product Modifications and First Delivery Procedure

  1. Before the first delivery of new and modified products or identical products that have been manufactured using a new production technology, the supplier shall present samples and test reports for approval and release unless agreed otherwise.
  2. If the parties have agreed on a series of consecutive deliveries, the supplier shall notify the customer of any change that might affect the quality or functionality of the products delivered. The customer may within a reasonable scope request that certain product modifications be made.

 

Art. 8 Assignment by the Supplier

  1. The supplier’s receivables from the customer may never be assigned to any third party without the customer’s prior consent in writing.

 

Art. 9 Warranty and Claims

  1. Even in the case of insignificant deviations from the agreed properties or insignificant impairments of usability the customer shall have a right to terminate the contract and seek damages instead of accepting the entire delivery. In the case of defects that are detected within 6 months of delivery, it shall be assumed that the defects were present already at the moment of delivery.
  2. In the case of defects, the customer may at his discretion decide to either have the defect repaired or have a replacement product delivered.
  3. If an attempt is made to rectify a particular defect, then following the first failure to rectify the defect the entire effort will be deemed to have failed. Any costs of additional attempts to deliver shall be borne solely by the supplier.
  4. The supplier shall grant the customer a period of 120 days to establish whether the product delivered show any defects.
  5. If the supplier falls in default with delivery, the customer may charge liquidated damages.
  6. If the customer incurs processing costs in connection with a claim, the customer may charge such costs to the supplier.
  7. If the customer resells the products delivered to third parties, then the supplier shall indemnify and relieve the customer of any claims based on the manufacturer’s product liability.

 

Art. 10 Inspection and Claim Obligations

  1. The customer will be deemed to have fulfilled his obligation to inspect the goods and claim any defects established if he performs his quality and quantity checks within 30 days of delivery. When assessing whether a claim has been made in a timely manner, the date shown on the post stamp imprint shall be considered as sufficient evidence.

 

Art. 11 Default in Payment

  1. The customer may only be considered to have fallen in default with payment if the supplier has sent him a written reminder and granted a reasonable additional time to pay.
  2. Should the customer fall in default with payment, then the only penalty chargeable to the customer shall be late-payment interest.

 

Art. 12 Liability

  1. Under the legislation in force, the supplier will be held liable in the case of wilful conduct or gross negligence on the part of the supplier or his representatives.
  2. If the supplier is liable for any product damage, he shall in this respect relieve the customer of any claims for damages made by third parties upon the customer’s first request.
  3. The supplier shall maintain a product liability insurance contract with a lump-sum coverage per case of harm to persons or damage to assets; the coverage shall be at least equal to the purchase value of the deliverables.

 

Art. 13 Inspection of Production Facilities as Part of Supplier Audit

  1. The customer may at any time visit the supplier’s facilities and premises used for manufacturing the products delivered and inspect the production documentation as needed. A date of such an inspection shall be defined by the supplier within maximum one week after receiving the relevant request from the customer.
  2. The right defined in Art. 13(1) may also be exercised by and shall be granted to the competent authorities.

 

Art. 14 Industrial Property Rights / Confidentiality

  1. The supplier represents and guarantees that no third-party rights have been breached in connection with the delivery. If the customer faces a claim due to third-party rights in connection with the delivery, the supplier shall indemnify and relieve the customer of such liability.
  2. Upon request, the supplier shall disclose to the customer any and all patent rights and patent applications pertaining to the object of delivery.
  3. Any illustrations, drawings and other documents of this kind that the customer has made available to the supplier are subject to the customer’s industrial property rights.
  4. The supplier shall keep strictly confidential the existence of a contract made with the customer as well as the content thereof.
  5. The supplier shall ensure that the deliveries are done in compliance with the environmental, health and safety, security and other laws and regulations in force in the Czech Republic.
  6. This confidentiality obligation shall continue to be effective for three years after the consummation of every particular contract.
  7. The confidentiality obligation shall be null and void if the information that has been subject to a non-disclosure agreement has become available in the public domain and this cannot be attributed to the supplier’s breach of his contractual obligations.

 

Art. 15 Governing Law, Court of Jurisdiction, Miscellaneous

  1. Any and all contract-related aspects are governed by the laws and regulations of the Czech Republic. Any legislation referring to other systems of law as well as the provisions of the UN Convention on the International Sale of Goods (CISG) are hereby excluded.
  2. The court of venue and jurisdiction is the Regional Court in Pardubice.

 

Art. 16 Salvatory Clause

  1. Should any provisions of these General Terms and Conditions of Purchase be or become ineffective or unenforceable, then this fact shall not affect the force or effect of the remaining provisions or the entire contract. If any provisions in the contract are missing, than the gap shall be deemed to have been filled with a reasonable provision that, if the legislation so permits, comes as close as possible to the missing provision, as the parties would like to have it or as they would have agreed with a view to the sense and purpose of these General Terms and Conditions of Purchase, if they had considered the provision when executing the contract or when adding such a provision at a later point in time.

 

mph medical devices s.r.o.

Pardubická 1571

CZ-535 01 Přelouč

Tel.: +420 466 768 200

E-mail: mph@mph.cz