Wholesale terms
FAMIS s.r.o.
Validity
These general terms of purchase (hereinafter referred to as the “general terms”) apply to all purchases of products and services by FAMIS PRO s.r.o, unless otherwise stated in writing. These general terms fully override and replace any and all offers, acceptances, purchase or delivery terms of the Supplier, even if those documents claim otherwise. The Supplier’s acceptance of the order automatically means acceptance of the General Terms and a waiver of the Supplier’s own terms.
Order
Only written orders from the Buyer or orders delivered electronically are legally binding. Verbal or telephone orders require written confirmation by the Buyer for their validity. The Supplier must confirm the Buyer’s order in writing within two working days. After this period, the Buyer is entitled to withdraw their order without any claims from the Supplier. If the Supplier’s order confirmation differs, even in minor respects, from the Buyer’s order, the Supplier must clearly point this out and obtain the Buyer’s explicit written consent for the deviation.
Prices
The prices stated in the order are fixed prices. If no prices were stated in the order, they must be included in the relevant order confirmation, with the Buyer reserving the right not to accept the price stated by the Supplier and to not conclude the contractual relationship in the scope of the given order or to withdraw from the contract.
Drawings, Models, and Confidentiality
Any data, drawings, and other technical documents that the Buyer provides to the Supplier in connection with the contract’s performance may not be used for other purposes, duplicated, or made available to third parties. Upon request, they must be promptly returned to the Buyer along with all components and copies. If for any reason the Delivery/service does not take place, the Supplier must return them to the Buyer immediately without acknowledgment, destroy any copies and any backup files, and delete records from electronic media. Orders, as well as related work, constitute trade secrets and therefore require confidential handling. The Supplier is liable for any damages incurred by the Buyer as a result of violating these obligations. The Supplier is obliged to keep confidential all technical and business information obtained in the course of the contractual relationship. The Supplier agrees to safeguard and protect from third-party access any documents and materials that may contain the Buyer’s operational and trade secrets. The Supplier is prohibited from utilizing confidential technical and business information that the Buyer has provided to the Supplier during the contractual relationship for personal purposes. The Supplier is only permitted to refer to existing business relationships with the Buyer in advertising materials and publications of any kind with the express written permission of the Buyer. This clause remains valid to an unlimited extent even after the termination or expiration of the contractual relationship.
Provision of Materials
Materials provided by us, i.e., semi-finished products, parts, containers, special packaging, tools, measuring devices, etc., remain our property. Provided materials may not be made available to third parties (including other providers) without our prior written consent and may not be used for purposes other than those designated.
Work Conducted on Buyer’s Premises
While operating on the Buyer’s premises, the Supplier is obliged to comply with generally applicable legal regulations as well as the company’s safety and other regulations in place at the Buyer’s organization. In the case of contractual work, the Supplier is also obliged to adhere to the conditions related to the contractual work as well as the relevant legal regulations and instructions and guidelines provided by the Buyer in a reasonable timeframe, particularly regarding the delivery and storage of materials and tools and access to land and buildings. The Supplier shall ensure that its subcontractors (insofar as the subcontracting of work has been approved) comply with the provisions of this Article. Work will be conducted during working hours unless the Buyer requests a different procedure. Travel and waiting times cannot be charged unless otherwise explicitly agreed in writing.
Quality
The agreed quality is considered to be the characteristics of the products prescribed by the production documentation as well as the relevant standards and technical regulations. Any deviations from the production documentation and the Technical Purchase Conditions, as well as any error corrections, must be approved in writing by the Buyer, and a copy of the approved deviation must be attached to the delivery.
Inspection
The Buyer may organize the inspection of any products or services to be delivered, for which purpose they may enter the premises where the products are manufactured or where the services are provided.
Assignment and Subcontractors
The Supplier is entitled to engage subcontractors to carry out the delivery/service or parts thereof only with the prior written consent of the Buyer, and the Buyer is not required to justify any refusal. The Supplier agrees to employ only subcontractors who provide sufficient guarantees of technically flawless and timely contract fulfillment.
Transport
Deliveries/services must be properly and appropriately packaged for transportation. In letters, delivery notes, shipment notifications, etc., the order number must always be stated. In all correspondence, each order must be handled separately. The Supplier’s delivery notes must contain, in particular, the following information: – order number – manufacturer identification – name and quantity of delivered goods/services – quality documents related to the delivery (e.g., certificates, confirmed final inspection reports, confirmed hardness test reports, etc.).
Warranties and Defect Removal
The warranty period, unless otherwise agreed, is 24 months and begins upon proper and complete receipt of the goods without defects. If (for example, during a random inspection by the Buyer) it is found that individual parts of the delivery/service are defective, the Buyer is entitled to reject these parts of the delivery/service and return them to the Supplier at their expense. The sorting of defective and defect-free parts of the delivery/service is the Supplier’s responsibility in any case. In the event of contract termination, the delivered goods will be returned to the Supplier at their expense and risk. In urgent cases, the Buyer is entitled to undertake the necessary repairs at the Supplier’s expense and risk, either directly or through a third party designated by the Buyer. The warranty obligation also includes the costs of rectifying defects on-site.
Invoice, Payment, Prohibition of Set-off, and Assignment
After the delivery/service is completed, invoices must be sent to the Buyer by mail or email if there is a contract between the Buyer and the Seller regarding the sending of invoices by email. Invoices must include the full order number and date. The invoice must comply with the requirements stipulated by generally binding legal regulations. Invoices with substantive or accounting deficiencies or errors do not establish any maturity and may be contested by the Buyer within the maturity period. In such cases, the maturity period begins only upon receipt of a correctly issued invoice. The time of payment does not affect the Supplier’s warranty. Payment does not constitute acknowledgment of the defect-free nature of the delivery/service or a waiver of warranty claims or claims for damages. The Buyer is entitled to withhold payments due to warranty claims or other claims against the Supplier or to offset the Supplier’s claims with such claims. The Supplier is not entitled, without the written consent of the Buyer, to assign its claims against the Buyer to third parties.
