By accepting our order or by supplying the goods ordered, the SUPPLIER is deemed to have accepted the present conditions.
1. By accepting our order or delivering the ordered goods, the SUPPLIER shall be deemed to have accepted these terms and conditions.
2. Definitions
Customer: refers to the customer of the BUYER
Goods: refer to material
Contracting party/parties: refers to the BUYER or the SUPPLIER, or both jointly.
Purchase order: refers to a statement by the BUYER or the SUPPLIER, specifying the goods to be delivered and the delivery terms. This also includes the delivery schedule and call-off orders.
BUYER: refers to the purchasing company, BIBUS METALS s.r.o., with its registered office at Vídeňská 204/125, 61900 Brno.
SUPPLIER: refers to the manufacturer, seller or distributor of the goods.
3. Form
Only orders placed in a traceable form (in writing, by fax, or by email) are binding. Verbal orders or orders placed by telephone, as well as changes and additions to the BUYER'S order or other conditions that differ from the original order, shall only be binding if confirmed by the BUYER in a traceable form. The SUPPLIER shall confirm the order without delay, including the exact date of delivery.
4. Communication
Both contracting parties shall keep the other party continuously informed of all matters that are important for the performance of the contract in accordance with the general purchasing conditions, and shall always express themselves in such communications with sufficient clarity, using such means of expression as are necessary to ensure proper compliance with the conditions in all respects.
5. Price list
The prices correspond to the prices stated in the order. Unless otherwise agreed in writing, the stated price is fixed and does not include VAT. All additional costs shall be borne by the SUPPLIER. This also applies to all duties, consular service charges, transport costs, insurance and any other additional expenses.
6. Payment
6.1 Payment shall be made in accordance with the agreed payment terms (calculated from the date the invoice is received by the recipient specified in the order, but not earlier than the date of delivery) and in compliance with all other conditions mutually agreed in writing by the parties. Unless otherwise agreed, the due date is sixty (60) days from the end of the month in which the goods were delivered. Invoices must always be correctly addressed without specifying a particular person.
6.2 Payment of the invoice does not constitute acceptance of the delivery or the invoiced amount.
6.3 The BUYER is entitled to set off amounts owed by them or any of their affiliated companies to the SUPPLIER against amounts owed by the SUPPLIER to the BUYER or any of their affiliated companies.
7. Delivery terms
The agreed delivery term shall be interpreted in accordance with the Incoterms conditions. In case of doubt, the latest version of the Incoterms conditions shall apply. The place of performance of the order for goods and services is considered to be the agreed place of destination.
8. The SUPPLIER guarantees that the delivered goods are free from defects. Goods shall be considered defective if
(i) they deviate in any respect from the technical specifications required by the BUYER or
(ii) do not have the characteristics that the SUPPLIER has specified through samples, prototypes or marketing materials, or
(iii) are not suitable for the specific purpose for which the parties intended to use them.
8.1 It is the BUYER’S responsibility to inspect the goods upon delivery and notify the SUPPLIER of any defects within thirty (30) days of delivery or – in the case of a hidden defect – within thirty (30) days of its discovery. The warranty period is twenty-four (24) months from the date of delivery of the part from the SUPPLIER’s warehouse.
However, the above-mentioned period does not apply in cases where there is a risk of injury or damage to property other than the defective part, or in the event of a recurring defect.
8.2 The contracting parties may conclude a separate agreement on the handling of warranty claims and extended warranty liability
9. Liability for defects or failure to deliver the required quantit
9.1 In the event that the goods are defective in accordance with the above point 8.1 or the order contains a smaller quantity than agreed, the BUYER is entitled to (i) immediate remedy, or (ii) immediate delivery of replacement goods.
9.2 If the defective goods cannot be promptly repaired or replaced, or if there is a risk of disruption to the production process at the BUYER or the CUSTOMER, or disruption of smooth deliveries from the BUYER to the CUSTOMER, the BUYER is entitled, after receipt of the goods from the SUPPLIER and at the SUPPLIER’s expense, to carry out the necessary repairs or to completely or partially suspend the purchase of the goods, as well as any other similar goods which, in the opinion of the BUYER or the CUSTOMER, cannot be used due to defects or insufficient quantity, and also to purchase replacement goods from another supplier.
9.3 In addition to the above in clauses 9.1 and 9.2, the SUPPLIER is obliged to compensate the BUYER for any direct or indirect losses or damages arising as a result of or in connection with a defect or non-delivery of the required quantity, in particular costs for assembly and disassembly, detection, analysis, disposal and transport of the goods.
9.4 If the BUYER considers it necessary, due to the delivery of defective goods, to inspect all goods of the same type supplied by the SUPPLIER, the BUYER is entitled, after receiving the goods, to carry out such an inspection at the SUPPLIER’s expense without waiting for their consent. The notification must clearly outline the nature of the defect, including the time and place of the inspection. If possible, the SUPPLIER should be present during the inspection.
10. Product liability insurance
10.1 The SUPPLIER is obliged to compensate the BUYER for all direct and indirect losses or damages arising as a result of or in connection with the use of the product, as well as for injuries or damage to property caused by defective goods.
If the BUYER receives a claim for such damages, they shall immediately notify the SUPPLIER, and the contracting parties shall take all necessary steps to defend the claim. At the BUYER’s request, the SUPPLIER shall cooperate with the BUYER in resolving any disputes.
10.2 If there is a risk that the product may cause injury or property damage due to a defective part, which is so serious that the BUYER or CUSTOMER decides to recall the product, the SUPPLIER is obliged to reimburse the BUYER for all costs associated with the product recall.
10.3 The SUPPLIER shall take out product liability insurance, which shall be maintained for the duration of the purchase contract, and shall provide the BUYER with a copy of the insurance certificate upon request. Product liability insurance must cover damages of at least 1 million euros.
11.1 Delivery shall mean the transfer of all goods into the possession of the BUYER or making them available to the BUYER, including all documentation necessary for the use of the goods, such as certificates of quality. All goods shall be delivered fully in accordance with the BUYER’s purchase order and all its attachments and agreed terms.
Partial deliveries and advance deliveries are only possible with the prior written consent of the BUYER.
11.2 All goods must be carefully and properly prepared, secured and packed in a manner that provides adequate protection against damage during transport to the SUPPLIER’s warehouse or the place of delivery. Should any damage be caused by incorrect or inappropriate packaging, it will be rectified at the SUPPLIER’s expense.
11.3 Ownership and risk associated with the goods is transferred from the SUPPLIER to the BUYER upon delivery, i.e. upon arrival at the place of performance.
11.4 Timely delivery is essential. The SUPPLIER is obliged to inform the BUYER in writing if there is to be a delay in delivery, stating the reasons for this.
11.5. In the event of a delayed delivery, the BUYER is entitled to (i) completely or partially suspend the purchase of goods, as well as other goods which, in the BUYER's opinion, cannot be used due to the delay in delivery, and (ii) purchase substitute goods from another SUPPLIER. The SUPPLIER is obliged to compensate the BUYER for all direct and indirect losses and damages incurred as a result of or in connection with a delay in delivery. The BUYER is also entitled to claim from the SUPPLIER a contractual penalty of 0.1% of the price of the goods, excluding VAT, for each day of delay in the delivery of the goods. The contractual penalty is payable within 7 days of the BUYER’s request for its payment.
12. Legal requirements
Both contracting parties must comply with all legal regulations relating to the fulfilment of deliveries in accordance with these general purchasing conditions. The supplier is obliged to comply with legal principles as well as the buyer’s code of conduct, particularly with regard to:
- competition rules and antitrust regulations
- accident prevention
- provisions on the protection of children
- ban on human trafficking
- protection of the environment and human health
- all applicable legal regulations relating to the product, in particular REACH, RoHS, conflict minerals, etc.
The supplier undertakes to:
- refrain from accepting any form of financial or other benefits if the donor anticipates providing an unjustified advantage.
- retain all information relating to the order and delivery of the product for at least 10 years.
- employ only competent and qualified persons who are aware of their contribution to ensuring product compliance and safety, as well as the importance of ethical behaviour.
- maintain a quality management system and implement procedures to efficiently handle complaints/non-conformities and to prevent them on an ongoing basis.
- establish procedures to prevent the use of counterfeit parts or parts of dubious origin.
13. Non-exclusive delivery
The SUPPLIER is not the exclusive SUPPLIER of goods to the BUYER.
14. Inspection rights
14.1 Our employees and representatives of government agencies, or persons authorized by them, have access to all business premises where work is carried out on goods intended for us, at any time during normal working hours, regardless of whether the premises belong to the SUPPLIER or its subcontractors. The specified persons may examine all documents related to the order. The SUPPLIER must ensure that all subcontractors accept, mutatis mutandis, obligations in accordance with this contract. This right of access must be granted in particular to our employees and representatives of government agencies or persons authorized by them, who are responsible for monitoring the progress of the commissioned work and for related audits.
14.2 Representatives of our customers are permitted to access all business premises of the SUPPLIER where work is being carried out on goods intended for us, at any time during normal working hours, with our consent and provided that one of our representatives is also present.
15. Export controls and origin
If any goods or their components supplied by the SUPPLIER to the BUYER are subject to national export or control regulations of the countries where the SUPPLIER manufactures the components or from which these components originate, the SUPPLIER is obliged to inform the BUYER in writing of these regulations and the scope of export restrictions before the parties agree on the technical specifications.
16. Confidentiality
16.1 All information, equipment, know-how and technical documentation (specifications, drawings and other data related to the order), including electronically stored data and computer geometries, to which the BUYER has granted the SUPPLIER access within the framework of the business relationship, shall be considered confidential by the SUPPLIER for the duration of the purchase contract and for a further ten (10) years, and may not be used for any purpose other than fulfilling deliveries to the BUYER. These documents must not be shown or otherwise disclosed to, or used by, any persons other than employees of either party who are directly involved in the execution of deliveries to the BUYER. Copying or reproduction of such confidential information is permitted only in the fulfilment of the SUPPLIER’s obligations towards the BUYER and in accordance with copyright laws. In the event of a breach of information protection obligations by the SUPPLIER in accordance with this article, the BUYER reserves the right to claim a contractual penalty from the SUPPLIER. The contractual penalty is set at the amount of CZK 250,000 (in words: two hundred and fifty thousand Czech crowns) for each instance of the SUPPLIER breaching its duty to protect confidential information; this does not affect the BUYER’s right to claim damages. The contractual penalty is payable within 7 days of the BUYER’s request for its payment.
16.2 The SUPPLIER must not disclose the commercial relationship between the parties through advertising or in any other way without the prior written consent of the BUYER. The SUPPLIER shall also treat all orders from the BUYER, and all related deliveries, as confidential.
16.3 The SUPPLIER is responsible for using all BUYER information in accordance with the GDPR regulation (https://gdpr.eu/). The SUPPLIER respects our right to privacy and the protection of personal data, which will be used only in accordance with legal regulations. The SUPPLIER is obliged, at the request of the BUYER, to return or destroy all materials specified in clause 14.1, including all copies.
17. Severability Clause
In the event that any provision of the purchase contract becomes invalid, for example due to a change in regulations, such provision shall be deemed invalid, while the remaining provisions shall remain in force. In such a case, the parties shall promptly conclude a new contract to replace the invalid provision so as to achieve, as far as possible, a comparable result.
18.1 “Force majeure” refers to all events that are beyond the control of the parties, are unforeseeable, unavoidable, or insurmountable, and were not known at the time of acceptance of the order, and which wholly or partially prevent either party from fulfilling the contract. Such events include earthquakes, typhoons, floods, war, epidemics, civil unrest and any other events that cannot be foreseen, prevented or controlled. For the avoidance of doubt, strikes, lockouts and other industrial actions or disputes that concern only the SUPPLIER or its subcontractors or agents shall not be considered as force majeure events.
18.2 If an event considered to be force majeure occurs, the contractual obligations of the party affected by such an event shall be suspended for the duration of the delay caused by the force majeure, and the period for fulfilling these obligations shall be extended, without penalty, by a period corresponding to the duration of the suspension of their performance. The BUYER also has the right to cancel the order.
18.3 The party invoking force majeure shall promptly notify the other parties in writing and, within ten (10) days, provide evidence of the occurrence and expected duration of the force majeure.
19. Governing Law and Dispute Resolution
19.1 These general terms and conditions of purchase are governed by the substantive laws of the Czech Republic, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
19.2 In the event of disputes arising from these general purchasing terms and conditions, the parties are obliged to make every effort that can reasonably be required of them to resolve such disputes amicably.
19.3 All disputes arising from these general terms and conditions of purchase or from orders placed shall be submitted exclusively to the general courts having jurisdiction in the place of residence of the BUYER.
20.1 The BUYER reserves the right to amend or supplement these general purchasing conditions, particularly in the event of changes to the relevant legal regulations or changes in business practices. The BUYER shall announce any changes, additions and their effectiveness in an appropriate manner.
20.2 A document sent by registered mail to the SUPPLIER’s address specified in the contract is deemed to have been delivered regardless of whether it is actually received by the Buyer. The effects of delivery arise on the day the consignment is delivered to the SUPPLIER, even if the document is delivered to a person other than the SUPPLIER. If the document is not delivered at all, the effects of delivery shall take effect on the date the document is deposited at the post office, even if the SUPPLIER is not aware the document has been deposited. Emails sent to the SUPPLIER at their chosen email address are considered delivered at the moment they are sent by the Buyer.
20.3 The SUPPLIER may not transfer to a third party any rights or obligations arising from the contract without the BUYER’s prior written consent
20.4 These terms and conditions are available at www.bibusmetals.cz
20.5. These terms and conditions are effective from 01-NOV-2025.