Trading and technological conditions

I. Terminology

1. The Melting Pot - a cylindrical refractory vessel of a cylindrical shape with a circular or oval base intended for the melting of glass batch and scrap glass in pot furnaces. The pots are classified according to their chemical composition, their method of manufacture and their shape (see the attached Annex).
2. The Ring – means a ring made of the refractory material floating on the surface of the glass melt, and preventing non-homogeneities from entering the sampling point.
3. The Screw Stirrer is a heat-resistant/refractory product in the shape of a helix, which mixes the molten glass by rotation.
4. Auxiliary products mean other refractory products used for the operation of glass furnaces (e.g. cakes, stems, orifices, etc.).
5. The Seller is Keramo plus, a. s., ID No.264 95 970, with its registered office at Verneřice 208, Hrob, Czech Republic.
6. The Purchaser means a person concluding a Purchase Contract with the Seller, also referred to hereinabove as the "Customer"
7. The Purchase Contract (also referred to as the “Contract of Purchase”) means a bilateral obligation of the Seller and the Purchaser by which the Seller undertakes to deliver the agreed Goods to the Purchaser, transfer ownership of the Goods to the Purchaser, transfer the Goods to the Purchaser and the Purchaser's current obligation to pay the agreed Purchase Price.
8. Goods is a term that means products manufactured and delivered by the Seller to the Purchaser based on the Purchase Contract.
9. The Carrier means a third party, other than the Seller and the Purchaser, providing transport of the purchased Goods to the Purchaser.
10. The Kerosene Test means a test performed by the Seller before sending the pan to the Purchaser, consisting in smearing the bottom and part of the pan wall to a height of about 10 cm above the bottom of the pan and in case of need or any doubt also the rest of the pan. Any defects in the melting pot - cracks - will show a significantly darker colour. 

II. Contractual law, Applicable law, Competent courts

1. The Contracting Parties determine that the applicable law for assessing the content of contracts, legal proceedings, the content of obligations and other requirements of the obligation is Czech law, in particular Act No. 89/2012 Coll., The Civil Code. Under this Act, the provisions of the Contracts, the nature and consequences of the legal action of the Contracting Parties as well as the obligations arising from this action will be assessed and interpreted.
2. Any disputes arising from these contracts will be resolved by the general court of the Seller following procedural and substantive Czech law, i.e. in particular Act No. 99/1963 Coll., The Code of Civil Procedure and Act No. 89/2012 Coll., The Civil Code. Such courts are in particular the District Court in Teplice and the Regional Court in Ústí nad Labem.

III.  Concluding a Purchase Contract

1. The Purchase Agreement as a bilateral obligation of the Contracting Parties arises from the acceptance of the Purchaser´s order by the Seller without reservations or proposals for change. "

The Purchase Contract as a bilateral obligation of the Contracting Parties arises from the acceptance of the order made by the Purchaser for the Seller and the acceptance of this order by the Purchaser without reservations or proposals for change. By placing an order, the Purchaser agrees to the application of these Terms and Conditions over any other terms and conditions.

Alternatively, the contractual obligation arises upon acceptance of the Seller's Order by the Purchaser.

The payment of the relevant advance invoice issued by the Seller for the ordered goods is always considered the latest moment for concluding the contract.

2. Acceptance means unambiguous and unconditional acceptance of the draft order.
3. Any Counter-proposals of the Seller, proposals to change the number of the goods, delivery date or price, or other particulars/requisites explicitly stated in the order are considered to be a counter-proposal and the conclusion of the contract takes place only upon acceptance of this counter-proposal by the Purchaser. Acceptance means unconditional and unreserved acceptance of the Counter-proposal.
4. Acceptance of the Order or Counter-proposal according to the previous paragraphs creates a Purchase Contract between the Contracting Parties.
5. The Order and Acceptance of the Order must be made in a form accepted by both Contracting Parties and must contain the identification of the Contracting Parties in a manner sufficient to identify them by the financial and tax authorities and signed by an authorized person.
6. If the Purchase Contract is performed tacitly, i. e. without the formalities described above, it applies that the contract arose for goods that were delivered at the price charged by the Seller if this price corresponds to the Seller's price list and under the conditions described in these conditions. The implied performance is in particular the Payment of the Purchase Price and the acceptance of the Goods by the Purchaser or the Carrier.

IV.  The Content of the Purchase Contract

1. By the Purchase Contract, the Seller undertakes to deliver the Goods to the Purchaser and to transfer the Ownership Right to the Goods to him.
2. The Purchaser undertakes to pay the Contractual Purchase Price in the agreed manner, if not agreed under the provisions of these Terms and Conditions.
3. The Seller undertakes to handle complaints about the Goods under the provisions of these Terms and Conditions.

V.  Delivery of Goods

1. The Contracting Parties agree that the goods will be handed over to the Purchaser at the Seller's plant at the address of the Seller's registered office. According to the set of international trade clauses for the delivery of goods- INCOTERMS, this is a delivery clause EXW - Ex Works - Seller. Unless expressly agreed otherwise with the Purchaser, the Contracting Parties agree on another clause, typically the Purchaser's INCOTERMS DAP – the Delivered At Place clause.
2. The Seller shall perform a so-called kerosene test before loading the Goods. The Seller shall perform photo documentation of the kerosene test and document the condition of the Goods after they have been loaded onto the Purchaser's (or Carrier's) means of transport.
3. After successful completion of the kerosene test, the Seller shall hand over the Goods to the Purchaser. At this moment, ownership and liability for damages to the Goods shall pass to the Purchaser.
4. If the Purchaser does not have his means for loading the Goods, the Seller shall load the Goods according to the instructions and under the Purchaser's responsibility on the delivered means of transport.
5. Purchaser or The Purchaser's Carrier shall confirm by signing the protocol the proper loading of the Goods and the driver's instructions for the transport of ceramic products.  

In particular, the Seller draws attention to the following rules for the transport of Goods:

- A suitable driving style is required as ceramic products are very fragile and sensitive to shocks,

- Loaded products must not be fastened in the truck,

- Loaded products must not be stacked,

- Loading temperature must be higher than -4 degrees of Celsius,

- The Goods must be loaded and handled in such a way that they are not damaged by impact,

- The products must be protected from rain or other forms of water, they must not get wet or damp,

- For the above-mentioned reasons, the truck must be fitted with a tarpaulin.

6. In the case of transport of the Goods by the Carrier, the Purchaser is obliged to check the Goods after their delivery by the Carrier. 

VI. Purchase Price, Payment

1. The Purchase Price is governed by the agreement made by the Contracting Parties, in particular by the Seller's price list and the concluded Purchase Contract.
2. Unless agreed on otherwise, the Purchase Price is payable no later than the moment of transfer of ownership of the Goods to the Purchaser under Article V, paragraph 3 of these Terms and Conditions.
3. The Purchase Price and payment conditions will be specified in the invoice/tax document issued by the Seller. In the case of gradual collection of the ordered Goods, the purchase price will be charged by partial invoices/tax documents according to the amount of the Goods ready to be handed over to the Purchaser.

4. A discount for quantity purchases can be provided if the payment terms are met and the client is a customer of Keramo plus a. s. for a  period of at least additional  3 months after the end of the year for which the discount is provided.

   The discount is provided retrospectively and will be paid in the form of a credit with the invoice for the next delivery after the month in which the right to the discount arose.

   Conditions for the creation of a discount:

   Invoicing exceeding CZK 1 million (excluding VAT) is entitled to a 3% discount.
   Invoicing exceeding CZK 2 million (excluding VAT) is entitled to a 5% discount
   Invoicing exceeding CZK 4 million (excluding VAT) is entitled to a 7% discount

 The discount will be paid to foreign customers in € (euros) and the conversion will be made at a uniform exchange rate.

VII.  Responsibility for Defects

1. The Seller shall be liable for defects in the Goods which render the Goods unusable for the agreed or usual purpose and which are a breach of the Seller's obligations to deliver the Goods under the agreed specifications.
2. The Purchaser is obliged to rebuke the Seller for the identified defects of the Goods immediately after he has discovered them or could have found them or was expected to identify them under this Contract.
3. If the Purchaser does not report the defects of the Goods immediately after finding them and does not exercise the related claim arising from the defect, the Purchaser's rights to the defect expire. The rights and obligations of the Contracting Parties in this regard are governed by the provisions of Section 2099 et seq. of the Civil Code.
4. To identify the Goods and settle the claim for the damaged Goods, the notification of the defect must contain:

- the code of the delivery note on which the delivery of the Goods was based.

- a duly completed Record Sheet, which serves for a comprehensive assessment of the quality of   the Melting Pot, the record sheet must be duly completed by the Purchaser by evaluating the quality and service life of the Melting  Pot, as well as the achieved quality of the enamel,

- description of the defect or precise determination of how the defect manifests itself,

- quantity and type of the defective Goods,

- method of detecting the defect,

- temperature control record in the tempering and melting furnace,

- information on the length, method and conditions of storage and warehousing of the product at the Purchaser´s plant.

5. The Purchaser is obliged to deliver the defective Goods without undue delay, no later than within 14 days of the defect being pointed out to the Seller to inspect the defective Goods unless the Contracting Parties agree otherwise.
6. The Seller is not responsible for defects in the Goods resulting from their improper use, non-compliance with the instructions of the Seller or technological conditions published on the website www.keramoplus.cz.