tedom.

com

GENERAL PURCHASING TERMS AND CONDITIONS FOR SUPPLY OF GOODS AND

SERVICES (01/2017)
These General Purchasing Terms and Conditions (hereinafter tion to the place of destination, and insurance.
„GPTC“) govern the relations between the companies for purchases
by TEDOM a.s., registered at Výčapy 195, 674 01 Třebíč, ID number: III. ELEMENTS OF INVOICES AND PAYMENTS
28466021, incorporated in the Commercial Register maintained by The Contracting Parties agree that the invoice must contain at least
the District Court in Brno, section B, insert 6260 (hereinafter refe- the following elements:
rred to as „TEDOM“) and the other Contracting Party (hereinafter re- a) the invoice number
ferred to as „Seller“). TEDOM is entitled to update these GPTC. The b) the indication of the Contracting Parties (pursuant to the extract
effective version of these GPTC is located on www.tedom.com/en/ from the Commercial Register)
downloads/#others. If Seller confirms the order, Seller undertakes c) the indication of their place of headquarters
to accept these GPTC. If Seller provides TEDOM with performance d) the indication of the competent section of TEDOM
pursuant to TEDOM´s order even without the prior confirmation of e) the indication of the responsible person who is authorized to act
this order, such conduct is considered to be an acceptance of the on behalf of TEDOM in this matter, if it is indicated in the contract
offer pursuant to Section 1744 Act no. 89/2012 Coll., Civil Code, as (order)
amended (hereinafter referred to as “Civil Code”). Even in this case f) ID number and VAT number of the Contracting Parties
this resulting contractual relationship is governed by these GPTC. g) the number of the contract – order
Nevertheless in this case TEDOM is entitled to refuse this perfor- h) the subject matter of the taxable payment in accordance with
mance that has been delivered. the contract (order)
Any deviations from GPTC have to be agreed in the writing relevant i) the invoiced amount without VAT
contract (order - proposal for conclusion of the contract). The provi- j) the rate of VAT
sions of the contract (order) take precedence over the GPTC. In ca- k) the VAT amount
ses that are not adjusted by an order (contract) and GPTC between l) the total invoiced amount
TEDOM and Seller or in cases that are not agreed provably between m) the currency
TEDOM and Seller, the relevant provisions of business conditions of n) the exchange rate
Seller will be applied, if these business conditions supplement an o) the bank connection of both Contracting Parties, including the
order (contract) and if solve such a case. The rights and obligations account in foreign currencies
of the Contracting Parties not specified in the contract (order) or p) the date of the taxable payment
GPTC or business conditions of Seller are governed by Civil Code. q) the date of issue of the invoice
TEDOM and Seller have agreed that they are bound by only such r) the date of sending of the invoice
a business convention which is expressly mutually agreed (in wri- s) the date of the invoice maturity (due date) or the invoice maturity
ting). TEDOM is entitled, before the expiry of the date of the invoice ma-
If Seller confirms the order or if Seller provides TEDOM with perfor- turity, to return the invoice without payment, if it does not contain
mance pursuant to TEDOM´s order without the prior confirmation any of the above agreed requirements, or if these data are listed
of this order, Seller as well as confirms that he has been aware of incorrectly.
TEDOM a.s. Quality Management and Environmental Management Seller is obliged to repair or newly issue this invoice (according to
Policy that is located on www.tedom.com/en/downloads/#others. the nature of the shortcomings). Returning the invoice will stop the
Seller confirms that will conduct in compliance with this document original deadline for payment of the invoice, the whole of the peri-
providing the performance pursuant to the order. od will run again from the date of receipt of the corrected invoice
or from the date of receipt of the new one.
I. CONCLUSION OF CONTRACT Unless otherwise agreed, Seller is entitled to invoice from the date
An order (a proposal for the conclusion of the contract) may be of fulfilment of the subject of the Contract and is obliged to issue a
submited in writing, by email (may exceptionally be submited tax document (the final invoice) no later than 15 days from the date
orally). It may be for a particular supply, or may has a long-term of the taxable payment.
character. The invoice is due within 60 days from its delivery to TEDOM. In the
Proposal for the conclusion of the contract, submitted by TEDOM, event of arrears with the payment of the invoice the Contracting
will be confirmed by Seller within the time limit referred to in the Parties agree that interest on arrears will be at a maximum amount
proposal. If the time limit is not fixed by TEDOM, it will be confir- of 0.05 % of the outstanding amount for each day of delay.
med within 10 days after receipt of the proposal. An electronic form of invoice is preferred. In this case either the
The implementation of any changes made by Seller in the proposal email message, which will have an invoice in the attachment, must
submitted by TEDOM does not constitute the entitlement to the contain the electronic signature or the electronic signature must be
conclusion of the contract. In this case it is a proposal for the con- on each invoice document. The invoice must be sent in non-editab-
clusion of the contract submitted by Seller to TEDOM and the con- le form.
tract will be created upon the date of receipt of the corresponding Email address for invoices in an electronic form:
expression of the agreement from TEDOM. An order (a proposal for a) prijemfaktur@tedom.com: invoices concerning goods/services
the conclusion of the contract) may be modified either only under for Engines Division (i.e. all invoices relating to orders addressed
agreement of both parties or by such a conduct if Seller provides from TEDOM a.s., Belgická 4685/15, Jablonec nad Nisou)
performance pursuant to the modified order of TEDOM. TEDOM b) fakturace@tedom.com: any other invoices.
precludes by this article the agreement with an offer (order) with
a supplement or a change even if the conditions of the order have The address for invoices in a written form: TEDOM a.s., Výčapy 195,
not been changed fundamentally within the meaning of the provi- 674 01 Třebíč, The Czech Republic.
sions of Section 1740 par. 3 sent. 2nd of Civil Code.
IV. PLACE OF DELIVERY - DELIVERY COMPLIANCE
II. PURCHASE PRICE Unless otherwise agreed in the contract or order, Seller is obliged
Unless otherwise agreed, the price includes packaging, transporta- to send the subject matter and documents which are necessary for

TEDOM a.s. IČ 28466021 Společnost zapsána info@tedom.com

Výčapy 195 DIČ CZ28466021 u KS Brno, oddíl B, @tedom
674 01 Třebíč ID datové schránky mfrg 582 vložka 6260 #tedom
1/1
 tedom.com

the acceptance and the use of goods or services, as well as other parties, it is possible temporarily lend other fully functional goods
documents listed in the contract (order), to the headquarters of within duration/solving of the complaint.
TEDOM. These documents are especially: delivery note, handover If Seller is unable to provide a replacement and TEDOM has already
protocol, certificates, attestations inspection certificates), guaran- paid for the subject of complaints, the price will be returned to
tee cards, safety data sheets for chemicals, reports about tests that TEDOM in the range of performance within 7 days after receipt of
were made, certificates of the professional competence of Seller the defective goods by Seller.
and individual workers providing services for TEDOM, user manuals Seller is obliged to pay to full extent all costs incurred with the
(for purchases in the Czech Republic in Czech), operating rules, legitimate complaint procedure to TEDOM. The contractual penalty
technological processes, etc. Delivery without complete documen- does not affect the right for damages and lost profits in whole
tation cannot be considered as fulfilled and it cannot be accepted amount. Damages and lost profits might reach up to multimillion-
unreservedly. -euro amounts as the goods is mainly used in CHP technology.
The number of the contract/order must be indicated in all the do-
cuments relating to the delivery. VII. LEGAL DEFECTS OF GOODS
Seller will guarantee that the delivery and the use of goods/servi-
V. DELAYS BY SELLER AND CHANGES IN IMPLEMENTATION ces (the subject matter of the performance) and practices used in
OF LONG-TERM SUPPLY their manufacture do not infringe the rights of third parties.
If Seller has a delay, TEDOM is entitled to demand a contractual
penalty corresponding to the amount of 0.05 % of the agreed price VIII. TRANSPORT AND PACKAGING, DISPOSAL OF OLD
of compliance for each day of delay, and without the determination GOODS
of additional delivery time, to withdraw from the contract (order) Seller is obliged to send the goods in such packaging, which gua-
without prejudice to the right to damages and lost profits in whole rantees adequate protection against damage during transport and
amount. Damages and lost profits might reach up to multimillion- storage in suitable premises of TEDOM.
-euro amounts as the goods is mainly used in CHP (cogeneration) Pursuant to the provisions of Section 10 par. 3 Act no. 185/2001
technology. Coll., Law on waste, Seller is obliged to ensure the adequate
If Seller is not be able to meet the commitment in time, Seller information about the way of using and about disposal of parts
is obliged to inform TEDOM without delay and at the same time of goods that have not been used, in documentation related the
shall inform about an additional period of performance. TEDOM is goods, at packaging of the goods, in user manual or by another
not bound by such a notice and is entitled to withdraw from the suitable way.
contract (order) without prejudice to the right to damages and lost
profits in whole amount (see paragraph above). In the case of long- IX. SUBJECT MATTER OF PERFORMANCE - GOODS BY DATA,
-term repeated supplies of goods, Seller is obliged before the start DRAWINGS AND MODELS OF TEDOM
of production to obtain the prior written consent of TEDOM to any
All information disclosed by TEDOM to Seller related the order
changes in the composition of the processed material or design in
(contract) are considered to be confidential information pursuant to
comparison with the former deliveries of goods.
provisions of Section 1730 par. 2 of Civil Code.
The goods manufactured or supplied by Seller pursuant to the
VI. GUARANTEE PERIOD, APPLICATION OF LIABILITY FOR
data, drawings or models of TEDOM and special equipment, tem-
DEFECTS - CLAIMS
plates, or other similar articles intended for their production, must
Unless otherwise agreed, Seller undertakes to provide TEDOM with not be supplied to third parties by Seller without a prior written
a guarantee period for the subject matter of supply for a period consent of TEDOM.
of 24 months from the date of delivery. If the subject matter is the The same will apply if Seller arranges special equipment, templa-
implementation of a part-supply by TEDOM to another entity, the tes, etc. at his own cost, or if TEDOM refuses to accept the goods
guarantee period will run from the date of putting into service or due to delayed or defective deliveries or if TEDOM withdraws from
date of delivery of this supply to another entity. In this case TEDOM the next supplies under the contract despite the delivery has been
is obliged to prove to Supplier the date of it´s putting into service or performed properly.
the date of delivery to another entity (if required). If improvements come about at Seller‘s, in the context of the
The total guarantee period, however, is not more than 36 months implementation of the subject matter of the contract, TEDOM will
from the date of delivery of the goods by Seller to TEDOM. have non-exclusive user rights to the industrial use of the subject
In the event of determination of defects when the goods or of improvements and any related rights free of charge. Seller is ob-
services are handed over, TEDOM is obliged to notify Seller of the liged to obtain a prior written consent from TEDOM to shared use,
defects without undue delay. Seller will provide the removal of changes or destruction of special equipment or tools produced
defects by replacing defective products with new ones without pursuant to the data, drawings or tools bound to goods manufactu-
defects, by delivery of missing goods or by repairing of goods pur- red pursuant to the data, drawings or models of TEDOM.
suant to the prior agreement between TEDOM and Seller. TEDOM is Models, designs, drawings, technical changes or material of any
entitled to withdraw from the contract if the defective performance kind which TEDOM handed over to Seller in connection with the
is a gross violation of contract pursuant to Art. XII of these GPTC. contractual relationship will remain the property of TEDOM all the
In the event of complaints in the guarantee period, Seller is obliged time and are the subject matter of his business secrets. Seller will
to confirm receipt of complaints to TEDOM within 3 days from not be allowed to use the models, designs, drawings or other tech-
the receipt of complaints, to send to TEDOM a written statement nical documents of TEDOM himself or provide them to a third party.
of complaints within 10 days from the receipt of the request, to Immediately on request Seller is obliged to return provided models,
remove defects of the subject of complaints within 30 days from designs, drawings or other technical documents or copies to
the receipt of complaints. If Seller is not able to remove the defect TEDOM.
in the subject of the complaint within 30 days from this receipt In the event of violation of the above provisions provided by Seller,
of complaints, he is obliged to deliver a replacement. By mutual TEDOM has the right to charge Seller a fine agreed in specific cases
agreement of the contracting parties, the repair (the removal of of individual orders (contracts). The contractual penalty does not
the defects on the subject of the complaint) can be made at the affect the obligation of Seller to release to TEDOM everything that
TEDOM‘s workplace by the representatives of Seller or by TEDOM at has been reached regarding this matter without prejudice to the
Seller‘s cost. In exceptional cases, by agreement of the contracting right to damages if occurred by such an act of Supplier.

TEDOM a.s. IČ 28466021 Společnost zapsána info@tedom.com

Výčapy 195 DIČ CZ28466021 u KS Brno, oddíl B, @tedom
674 01 Třebíč ID datové schránky mfrg 582 vložka 6260 #tedom
1/1
 tedom.com

X. RIGHT OF OWNERSHIP OF GOODS AND RISK OF DAMAGE XIII. ASSESSMENT OF SELLER, AUDIT BY CUSTOMER
TO THEM Seller accepts that TEDOM assesses Seller in next parameters:
TEDOM takes title to the goods upon handover of the goods, at the compliance with the required quality, the specification, delivery
same time the risk of damage to them passes on TEDOM. terms, the price and the due date of an invoice, the environmen-
tal care. The violation of these parameters can cause to an extra
XI. FORCE MAJEURE supervision on Seller or even excluding of Seller from the list of
Contracting Parties consider as cases of force majeure those unu- approved Sellers. TEDOM is entitled to carry out the customer´s au-
sual circumstances (e.g. a natural disaster, changes in laws, etc.), dit at Seller with aim to prove keeping of processes that guarantee
which inhibit temporarily or permanently the performance of the sustainable quality of delivery of goods as well as to prove meeting
obligations determined by the Contract, which occur after the entry processes pursuant to Environmental Management Policy. Seller
into force of the Contract, which have a direct influence on the sub- is obliged to let TEDOM perform this audit within 10 days from the
ject matter of the performance of the contract, and which could date of notification of the intention to provide this audit.
not be foreseen or warded off neither by TEDOM nor by Seller.
The Contracting Party which cannot perform the contractual XIV. JURISDICTION
obligations due to this force majeure shall immediately inform the Any disputes arising from this contractual relationship will be jud-
other Contracting Party about the beginning of such circumstan- ged by the competent court of the Czech Republic pursuant to the
ces, and shall submit documents to them about it, or inform the laws in force in accordance with all the documentation, which was
other party that these circumstances have a substantial impact drawn up in connection with the business case. The contractual
on the performance of contractual obligations. In the event of relationship will be governed by the law of the Czech Republic. Any
force majeure which continues for more than 90 days, both of the disputes shall be resolved amicably on a priority basis, in the event
Contracting Parties are obliged to discuss an amendment to the of failure they shall be presented to the competent court of the
Contract. Czech Republic pursuant to the headquarters of TEDOM.

XII. WITHDRAWAL FROM CONTRACT On behalf of Seller

TEDOM has the right to withdraw from the contract in the event of
a gross violation of the agreed conditions unreservedly. ……………………………………………………………………………….................
Agreed conditions for a gross violation will be deemed to be: Name, Position, Signature
a) a delay in delivery of more than 7 days
b) a delivery of a defective performance in the range of defects Date:
exceeding 10 % of the volume of the delivery
c) a violation of Seller´s obligations pursuant to Art. VI GPTC
In the event of withdrawal, TEDOM returns only that part of the per-
formance, which is technically feasible to return. Seller is entitled
to obtain an aliquot part of the purchase price reduced by 10 % for
unreturned part.

TEDOM a.s. IČ 28466021 Společnost zapsána info@tedom.com

Výčapy 195 DIČ CZ28466021 u KS Brno, oddíl B, @tedom
674 01 Třebíč ID datové schránky mfrg 582 vložka 6260 #tedom
1/1