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Business Terms and Conditions

BUSINESS TERMS AND CONDITIONS KOTIŠ s.r.o., ID No. 62956701

Art. I Introductory Provisions

  1. For its business partners, the trading company KOTIŠ s.r.o. performs manufacture and subsequent sale of movable things/items also manufactured based on business partners’ requests, and enters into purchase contracts with the business partners for the above-cited activities as provided in Section 2079 et seq. of the Civil Code (Act No. 89/2012 Sb., as amended). In such business relations, KOTIŠ s.r.o. takes the position of a seller, while the business partner takes the position of a buyer.
  2. Further, KOTIŠ s.r.o. manufactures certain movable things/items for its business partners out of purchase contracts, performs maintenance and modification of such movable things/items, and enters into contracts for work with the business partners for the above-cited activities as provided in Section 2586 et seq. of the Civil Code. In such business relations, KOTIŠ s.r.o. takes the position of a contractor, while the business partner takes the position of a client.
  3. The Business Terms and Conditions of the company KOTIŠ s.r.o. (these “BTC”) also govern the contents of the contractual relationships entered into between KOTIŠ s.r.o. (hereinafter, “KOTIŠ s.r.o.”) in the position of a seller even in the event that the sale concerns other goods than the products of KOTIŠ s.r.o., and the contractual relationships entered into between KOTIŠ s.r.o. in the position of a contractor with a business partner (hereinafter, “Business Partner”) in the position of a buyer, and in the position of a client. For the purposes of these BTC, KOTIŠ s.r.o. and the Business Partner are also hereinafter jointly referred to as Contracting Parties and the purchase contracts and contracts for work entered into between them are also hereinafter jointly referred to as “Contracts”. For the purposes of these BTC, the subjects of the purchase contracts and of the contracts for work are also hereinafter jointly referred to as “Work Orders”.
  4. KOTIŠ s.r.o. will publish these BTC on its web page and attach them to the first submittal sent to the Business Partner within the contracting process for entering into a Contract pursuant to Art. II of these BTC where KOTIŠ s.r.o. will express its will to be bound by these BTC. The Business Partner will have the opportunity to familiarize itself with these BTC, and by sending a Purchase Order pursuant to Art. II, Para. 4 the Business Partner will agree to be bound hereby.
  5. The rights and obligations of the Contracting Parties are contained mainly in the Contract entered into by taking the procedure specified in Art. II of the BTC. Other rights and obligations of the contracting parties not expressly agreed in the Contract are provided in these BTC. Any rights and obligations of the Contracting Parties not expressly provided either in the Contract or in these BTC are governed by the legal regulations contained in the Civil Code and other legislation. Any arrangements provided differently in the Contract take precedence over the wording of these BTC. Any contradictions between these BTC and the business terms and conditions of the Business Partner are governed by the provisions of Section 1751(2) of the Civil Code.

Art. II Entering into Contracts

  1. Negotiations for the conclusion of a Contract are usually initiated by the Business Partner with an inquiry containing a specification of the required Work Order (hereinafter referred to as “Inquiry”) with possible reference to drawings. Such Inquiry does not constitute proposal for entering into a Contract.
  2. Negotiations for entering into a Contract may also be initiated by KOTIŠ s.r.o. submitting a price quotation to the Business Partner (“Price Quotation”) with these GTC attached to it, where KOTIŠ s.r.o. expresses its will to be bound by these BTC. Such Price Quotation is also used by KOTIŠ s.r.o. to respond to an Inquiry. The Price Quotation specifies the period of time of validity thereof. Neither the Price Quotation constitutes a proposal for entering into a Contract.
  3. KOTIŠ s.r.o. handles the Inquiries received from the Business Partner as the latter’s confi­dential information, especially if they contain drawings, and as it has to develop drawings while using facts having the nature of KOTIŠ s.r.o. confidential information and trade secrets to draw up a Price Quotation, it may call the Business Partner to enter into a Nondisclosure Agreement.
  4. If the Business Partner is interested in entering into a Contract with KOTIŠ s.r.o. based on the received Price Quotation, it will submit a purchase order (“Purchase Order”) to KOTIŠ s.r.o. as a proposal to enter into a Contract. By sending the Purchase Order, the Business Partner expresses its agreement to be bound by these BTC.
  5. The Purchase Order contains the following particulars:
    • Purchase Order specification;
    • Agreement with the price set in the Price Quotation and/or agreement with open calculation;
    • Number of pieces within the Work Order;
    • Work Order delivery lead time (defined as a number of calendar days from Purchase Order acknowledgement); if an advance payment is required pursuant to Art. IV, Para. 2, the Work Order delivery lead time will commence on the day of crediting the advance payment to KOTIŠ s.r.o. bank account;
    • Where a Work Order is to be delivered over a certain period of time in the form of integral partial performances (“Partial Performance”), the Business Partner will also provide a draft time schedule for such Partial Performances;
    • Other facts relating to the Work Order.
  6. Together with the Purchase Order, the Business Partner will send to KOTIŠ s.r.o. its consent to issuing tax documents (invoices) in an electronic form and an e-mail address for sending electronic tax documents (electronic billing address).
  7. If KOTIŠ s.r.o. accepts a Purchase Order, it will acknowledge the same to the Business Partner no later than 3 business days of receipt. A contract will be entered into upon Purchase Order acknowledgement delivery.
  8. If KOTIŠ s.r.o. suggests to make amendments to a Purchase Order, it will send to the Business Partner a proposal of such amendments (“Amendment Proposal”) to the Purchase Order. Pursuant to the provisions of Section 1740(2) of the Civil Code, such Amendment Proposal is deemed to constitute a proposal by KOTIŠ s.r.o. to enter into a Contract within the extent of the Purchase Order reflecting the Amendment Proposal.
  9. If the Business Partner accepts the Amendment Proposal by KOTIŠ s.r.o., it will inform KOTIŠ s.r.o. about it (“Notice”) no later than 3 business days of receiving the Amendment Proposal. Upon Business Partner’s Notice delivery to KOTIŠ s.r.o., a Contract will be entered into within the extent of the Purchase Order and of the Amendment Proposal. No Contract will be entered into if KOTIŠ s.r.o. does not receive any Notice from the Business Partner within the time limit of 3 business days at the latest of sending the Amendment Proposal.
  10. All negotiations for entering into a Contract referred to in this Art. II of these BTC will be conducted by the Parties primarily in an electronic form via e-mail correspondence, unless other method of communication is agreed. Unless otherwise is stated expressly in an individual e-mail message, the Parties will send their reply to the received e-mail message to the e-mail address from which the e-mail message was sent.

Art. III Performance

  1. The place of performance is the establishment of KOTIŠ s.r.o. located at Třebomyslice 94, 341 01 Horažďovice, where KOTIŠ s.r.o. will hand over the Work Order to the Business Partner for the latter to be able to dispose of it.
  2. KOTIŠ s.r.o. will notify the Business Partner about the Work Order or a Partial Performance thereof being ready at the place of performance for handover and invite the Business Partner to take it over.
  3. KOTIŠ s.r.o. will have fulfilled its obligation to hand over a Work Order or a Partial Performance to the Business Partner on the day agreed in the Contract as the date of delivery of the Work Order by inviting the Business Partner to take over the Work Order (or individual Partial Performances) by the said day at the place of performance (the “Day of Fulfilment”).
  4. If the Business Partner takes over a Work Order (individual Partial Performances) before the Day of Fulfilment as mentioned in Art. III, Para. 3, of these BTC, the obligation of KOTIŠ s.r.o. to hand over the Work Order is fulfilled on the day of actual takeover of the Work Order (individual Partial Performances) by the Business Partner.
  5. The Business Partner will confirm the takeover of the Work Order (individual Partial Performances) on the delivery note issued by KOTIŠ s.r.o.
  6. The risk of loss in relation to the Work Order (individual Partial Performances) will pass from KOTIŠ s.r.o. to the Business Partner on the Day of Fulfilment, or on the date of actual acceptance of the Work Order (individual Partial Performances) by the Business Partner if this occurs before the Day of Fulfilment.
  7. In the case of sale of movable assets, the Business Partner acquires the ownership right to the Work Order (individual Partial Performances) as late as upon payment of the full purchase price of the Work Order (individual Partial Performances).
  8. If the Business Partner fails to take over a Work Order on the Day of Fulfilment despite being invited by KOTIŠ s.r.o. to take over the Work Order (individual Partial Performances), KOTIŠ s.r.o. has the right to be reimbursed by the Business Partner for the costs associated with Work Order (individual Partial Performances) storage.

Art. IV Price of Performance and Payment Terms

  1. KOTIŠ s.r.o. performs Work Orders for its Business Partners for the prices agreed in the signed Contracts.
  2. KOTIŠ s.r.o. is entitled to be paid the price of performance after handing over the Work Order to the Business Partner in the manner described in Art. III, Para. 3, of these BTC. At its own discretion, KOTIŠ s.r.o. may require to be paid an advance for the price of performance up to 100 % of the total price of performance. KOTIŠ s.r.o. will apply this requirement in the form of an advance (proforma) invoice. If no advance is paid by the term of maturity of the advance invoice, KOTIŠ s.r.o. has the right to suspend works on the Business Partner’s Work Order without being in default.
  3. If Partial Performances have been agreed upon, KOTIŠ s.r.o. is entitled to be paid the prices of the individual Partial Performances after meeting the obligation to hand over the Partial Performances to the Business Partner in the manner described in Art. III, Para. 3, of these BTC.
  4. The basis for payment of the price of the Work Order (individual Partial Performances) is a tax document (invoice) issued by KOTIŠ s.r.o. in an electronic form after the Day of Fulfilment and sent to the Business Partner’s elec­tronic billing address specified in the Purchase Order and, if this is not specified in the Purchase Order, then to the email address from which the Purchase Order was sent by the Business Partner.
  5. At the express request of the Business Partner, KOTIŠ s.r.o. will issue a tax document in a written form and send it to the Business Partner by post.
  6. The price of the Work Order (individual Partial Performances) is only deemed to be paid by crediting the full price of the Work Order (individual Partial Performances) to the KOTIŠ s.r.o.’s account specified in the tax document.
  7. If the Business Partner is in default of payment of the price of the Work Order (individual Partial Performances), KOTIŠ s.r.o. is entitled to be paid a default interest at the rate of 0.1% per day from the day following the due date of the issued tax document (invoice) until payment in full. The Business Partner accepts the default interest so agreed.

Art. V Liability for Defects

  1. KOTIŠ s.r.o. will hand over the Work Order to the Business Partner in the workmanship, quality and quantity as specified in the signed Contract.
  2. The Business Partner is required to inspect the Work Order as soon as possible after the risk of loss relating to the Work Order has passed to it and to satisfy itself of the workmanship, quality and quantity of the Work Order.
  3. If the Business Partner finds defects in the Work Order, it is required to notify them to KOTIŠ s.r.o. immediately in writing (via the databox, e-mail or post), describing the defects, claiming them with KOTIŠ s.r.o. and allowing KOTIŠ s.r.o. to perform an inspection of the claimed Work Order.
  4. If KOTIŠ s.r.o.’s perfor­mance is proved to be defective, the Business Partner has the rights following from the defective performance as provided in the Civil Code.

Art. VI Final Provisions

  1. These BTC come to effect on 5 January 2023 to regulate the contents of Contracts entered into by KOTIŠ s.r.o. thereafter.
  2. The contracts signed before 4 January 2023 are still governed by the KOTIŠ s.r.o. Business Terms and Conditions effective from 1 December 2015 until the cessation of such contractual relationships, unless the Contracting Parties agree to follow these BTC from 5 January 2023.
  3. The Business Partner agrees that KOTIŠ s.r.o. may amend these BTC or replace them with new BTC; any such amendment of the BTC may only affect the contents of the Contracts signed before the day of the BTC amendment coming to effect if the Business Partner consents to it expressly.

In Prague, dated 4 January 2023

For KOTIŠ s.r.o.:
Jan Kotiš
Managing Director

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