GENERAL TERMS AND CONDITIONS (SERVICES)
1. General Provisions
1.1. These General Terms and Conditions (“GTC”) apply to all contracts for work (the “Contracts”) concluded between LASCAM systems s.r.o., with its registered office at Dělnická 1192/22, Holešovice, Postal Code 170 00, Prague 7, identification number 042 24 302, registered in the Commercial Register maintained by the Municipal Court in Prague, File No. C 244384 (the “Company” and a customer (the “Customer”; the Company and Customer jointly as the “Parties”), whose subject is equipment tuning, equipment servicing or consultation or advisory services (the “Services”).
1.2. The GTC form an integral part of each concluded Contract. The GTC are available at lascam.cz. The Parties may alter or exclude individual provisions of these GTC by written agreement within a Contract. For purposes of these GTS, e-mail is also considered as a written form. If the recipient so requests, documents sent by e-mail will also be posted as a printed document signed by the authorized person. In that case the document is considered as delivered on the date of delivery of the printed and signed document.
1.3. Legal relations not regulated in the Contract, individual orders or these GTC are regulated by respective provisions of Act No. 89/2012 Coll., the Civil Code, as amended (the “Civil Code”).
1.4. The Customer’s terms and conditions shall not be effective unless expressly approved in writing by Company as part of the Contract between the parties.
2. Conclusion of the Contract
2.1 The Contract is concluded the moment the Customer confirms the written offer made by the Company upon the Customer’s order (the “Offer”). The Offer comprises (i) a description of the required service, (ii) a description of the equipment on which the Service will be rendered to, (iii) the hourly rate for the individual Services and travel expenses per 1 km and, if needed, (iv) a preliminary time estimate of the scope of the Service and due date for its delivery.
2.2. Where so agreed between the Parties, the Parties shall conclude a standard written agreement which becomes binding upon its signing by the last Party.
3. Provision of Services, commencement and place of rendering Services
3.1. The Company is entitled to authorize third persons – subcontractors who are acquainted with the technologies being used by the Company and who have undergone the respective training – to render the Services.
3.2. For tuning of the equipment and equipment servicing, the Company shall, before beginning to render the Services, perform an inspection (the “Initial Inspection”) and the Parties shall execute a protocol which describes the condition of the equipment or the respective defect that has to be repaired. If the Customer refuses to sign the protocol, the Company is entitled to immediately withdraw from the Contract. Based on the results of the Initial Inspection the Company is entitled either (i) to provide the Customer with a more detailed price estimate and begin rendering the Services or (ii) if the Service includes repairing a defect which the Company deems unrepairable, to withdraw from the Contract by delivery of a written notice to the Customer’s worker who is present. If the Customer does not agree with the more detailed price estimate, it also has the right to withdraw from the Contract by written notice given to the Company’s worker who is present. A withdrawal does not affect the Company’s right to claim reimbursement of travel expenses and any other costs related to the Initial Inspection of the equipment.
3.3. In cases when the equipment cannot be delivered to the Company’s premises, the Services will be rendered directly at the Customer’s premises. The Customer shall bear the travel expenses of the workers of the Company. If the Services are rendered at the Company’s premises, the Customer shall ensure the transportation of the equipment to the Company’s premises at the expense of the Customer and at the Customer’s risk.
4. Price and extension of scope of Services
4.1. The price stated in the Offer is based on an estimate (preliminary price). The Customer acknowledges that the final price depends on the scope of the Services to be rendered and parts to be used
4.2. The Company is entitled, without the Customer’s consent, to exceed the price stated in the estimate by 10 percent. If the Company learns that the price stated in the estimate will be materially exceeded, i.e. by more than 10 percent, it shall without undue delay notify the Customer together with an explanation of the new price. If the Customer does not withdraw from the Agreement without undue delay after delivery of the notice of the higher price, it is considered to have approved the increased price. The notification of price increase may be effected via a text message to the cell phone of the Customer, to the phone number stated in the order.
4.3. Prior consent of the Customer is required to render work beyond the scope of the Services agreed in the Offer.
5. Term of delivery and cooperation
5.1. The Company shall, if possible, use all efforts necessary to meet the preliminary completion date stated in the Offer. If this is not possible, the Company shall finish in the earliest possible term and it shall announce the new completion date to the Customer as soon as possible
5.2. The Customer shall provide the Company with all assistance necessary to meet the preliminary completion date set in the Order. If, due to the reasons on the side of the Customer, a delay with completion of the Services being rendered occurs, the term for completion should be extended for the period of such delay. However, if such delay lasts for more than 30 days, the Company is entitled to withdraw from the Contract.
5.3. If the Services are not rendered at the Company’s premises, but directly at the Customer’s premises, the Customer shall grant the Company’s workers free access to the equipment which the Services are being rendered to.
5.4. While the Services are being rendered at the Customer’s premises, the Customer shall ensure, without any additional expense to the Company, that the workers of the Company have available one person who is well acquainted with the respective surroundings and, if needed, would assist the workers of the Company.
6.1. The Customer shall take over the equipment no later than within five (5) business days from the stated completion date. If completion was delayed, then within five (5) business days from the day the Company notified the Customer that the Services were completed.
6.2. If the equipment is at the premises of the Company and the Customer is in delay with the takeover, it shall reimburse the Company for the costs related to storage of the equipment. In such case the risk of property damage transfers to the Customer as of the first day of the delay.
6.3. The Customer shall check the equipment during the takeover, and the Parties shall execute a detailed handover protocol of the rendered Services and condition of the respective equipment.
7. Retention of title
7.1. All parts used during the rendering of the Services remain in the ownership of the Company until full payment of the entire price under the Contract has been received.
8. Final price for the rendered Services
8.1. The final price is set based on the actual scope of works and their individual prices, which are stated in the Offer.
8.2. Prices of the works, parts and materials are listed separately on the invoice for each operation.
8.3. In the event of a withdrawal from the Contract, the Customer shall pay to the Company an amount corresponding to already performed work and shall reimburse all reasonably incurred costs.
9. Payment Conditions
9.1. The price is due within ten (10) business days from the handover of the equipment to the Customer, unless agreed otherwise between the Parties or by a later due date as stated on the invoice.
9.2. If the Customer is in delay with payment of the price, it shall pay to the Company a contractual penalty of 0.05 percent of the outstanding amount per day.
9.3. The Company’s right to damages is not affected by the Customer’s payment of a contractual penalty.
9.4. The Company is entitled to request the Customer to pay an adequate advance payment. If the Customer does not pay the requested advance payment, the Company is entitled to withhold rendering of the Service. The term for completion shall be extended by the period of delay of the Customer with the advance payment. If the Customer is in delay for more than thirty (30) calendar days, the Company is entitled to withdraw from the Contract.
10.1. Provisions of this clause apply only to the liability for the defects of the rendered Services – in particular fine-tuning of the equipment and equipment servicing.
10.2. The guarantee period for the rendered Services provided by the Company is twelve (12) months, covering only spare parts, which were delivered by the company and are not consumables, from the date of signing of the handover protocol in accordance with clause 3 of these GTC.
10.3. The guarantee does not cover ordinary wear and tear or defects caused by reasons which the Company cannot be liable for, i.e. in particular caused by improper maintenance, breach of operating regulations, excessive loading, use of inappropriate consumables, chemical and electrolytic influence, etc.
10.4. The guarantee does not apply to the following cases:
a) during the rendering of the Services the Company used, based on the Customer’s request, other parts and consumables that were provided by the Customer;
b) the Company was not granted access to the equipment immediately after notification of the revealed defects;
c) the Company did not grant prior approval for another professional to remove the claimed defect;
d) the claimed defects and/or parts were modified, repaired or removed by a third person or the Customer;
e) the claimed defect was removed by a third person before the defect was notified to the Company.
10.5. The Customer is not entitled to execute its rights resulting from defects if, without undue delay after the defect was detected, it did not take all necessary measures to prevent the defect or its worsening or the creation of further defects and damage, or if the Customer did not allow the Company to remove the defect.
11.1. The Company is not liable to the Customer for breach of its obligations if it was caused by a delay or other breach of the obligations of its suppliers.
11.2. Damages are limited to a reimbursement for damage in an amount that could have been foreseen by the Parties at the time the Contract was concluded. The amount of foreseen damages that may be incurred by a breach of obligations of the Company or the Customer cannot be in any case higher than the price of the subject matter of the respective Contract, unless the Parties agree otherwise in writing. Damages do not include any claims for lost profit or any other indirect or consequential damage incurred to the Company, the Customer or any other third party.
12. Final Provisions
12.1. The Contract and any legal relationships connected to it are governed by the laws of the Czech Republic. All conflicts arising under the Contract which cannot be settled amicably, will be resolved by the general courts of the Czech Republic.
12.2. The Customer does not have the right to assign any of its claims under the Contract or a part thereof to a third person without the prior written consent of the Company.
12.3 If any provision of the Contract or these GTC becomes invalid, null, illegal or unenforceable, the validity or enforceability of the other provisions of the Contract or GTC will not be affected. The Parties hereby agree to replace such invalid, null, illegal or unenforceable provision by a new valid, legal and effective provision that will lead best to the fulfillment of the original commercial intent of the Parties.
In Prague on__.__. 2016
On behalf of LASCAM systems s.r.o.