These General Terms and Conditions of Sale apply to all sales through BIBUS METALS s.r.o. (“Bibus”) to the customer.
1.1. The subject matter of these terms and conditions of BIBUS METALS s.r.o., with its registered office in Brno, Vídeňská 204/125, 619 00, Company ID No.: 292 56 135, registered in the Commercial Register maintained by the Regional Court in Brno, Section C, File 68706, issued in accordance with Section 1751 of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the “Terms and Conditions” or “T&C”), is the regulation of purchase contracts for the supply of goods, and they are binding for the regulation of relations between the seller and the buyer, unless the contract contains different provisions.
1.2. Any purchase contract concluded between BIBUS METALS s.r.o. as the seller (hereinafter also referred to as the “Seller”) and a business partner or any other customer (hereinafter also referred to as the “Buyer”) shall be governed by these T&C, unless expressly agreed otherwise in writing. The Buyer acknowledges that acceptance of these T&C is a prerequisite for concluding a purchase contract for the supply of goods.
2.1. The Seller undertakes to deliver to the Buyer the goods specified in the contract, together with the necessary documents, and to enable the Buyer to acquire ownership of the goods, and the Buyer undertakes to accept the goods and pay the purchase price in the agreed manner and currency.
2.2. By concluding the contract, the Seller does not undertake to install, assemble or build in the goods, or provide any other similar services.
3.1. The Contract shall be concluded in writing and signed by an authorized representative of the Buyer. The written form is met if the contract, signed by an authorized person, is delivered by fax or email (as an attachment), via a data mailbox or data message with an electronic signature. The written form is also met if the Seller signs the purchase contract and sends it to the Buyer by email, who then signs the contract. An existing contract may only be amended in writing, under the conditions specified in this article.
4.1. The place of delivery of the ordered goods is the registered office of the Seller, unless expressly agreed otherwise in writing.
4.2. Only the Buyer, a person authorized to act on behalf of the Buyer, the Buyer’s representative or the carrier, is entitled to take delivery of the ordered goods from the Seller and is obliged to confirm the delivery of the goods in writing. These persons are obliged to prove their identity to the Seller (by means of an identity card, etc.) and their authorization to take delivery of the goods (by means of an extract from the commercial register, power of attorney, written transport contract, etc.).
4.3. The Seller may suspend delivery of the goods to the Buyer if the Buyer defaults on any payment of receivables owed to the Seller, or if the Buyer is in breach of any other agreement or contract between the Seller and the Buyer. If the Buyer defaults on payment of any receivables owed to the Seller, the Seller is entitled to suspend delivery of goods to the Buyer until such receivables are paid. In this case, the Seller will not be in default with regard to the delivery of the retained goods. The delivery period for these goods will recommence from the date on which the Buyer pays any outstanding receivables owed to the Seller.
4.4. Unless expressly agreed in writing with the Buyer, it shall be assumed that the Buyer shall only acquire ownership of the goods upon full payment of the purchase price. If the purchase price is paid before the goods are delivered, the Buyer shall acquire ownership of the goods upon delivery.
5.1. The Buyer shall pay the purchase price in the currency and amount, by the deadline and in the manner agreed in the contract. The Seller shall issue an invoice with the particulars of a tax document as a basis for payment of the purchase price.
5.2. The purchase price is payable by the invoice due date. The invoice shall be paid within the specified period and in the specified currency. Value added tax will be added to the purchase price. Unless otherwise agreed in writing, the purchase price does not include delivery costs, postage, transport packaging costs, packing costs, handling fees, insurance costs for the goods during transport, or any other charges. The Buyer bears all these costs. If the goods are delivered on a pallet, the packaging charges will include the pallet, and the Seller is not obligated to repurchase the pallet from the Buyer.
5.3. The Seller reserves the right to require the Buyer to pay a deposit of up to 100% of the agreed purchase price. If partial payment of the purchase price is agreed in advance, the advance payment shall be made based on the advance invoice, via bank transfer or in cash, before the goods are delivered.
5.4. The purchase price will be considered paid once the relevant amount has been credited to the Seller’s account.
5.5. If the purchase price is stated in a foreign currency in the purchase contract, the Buyer is obliged to pay in the agreed currency. The purchase price of the goods is calculated using the exchange rate for that currency, as announced by the Czech National Bank on the date the contract is concluded. The contracting parties have agreed that, if the exchange rate of CZK against the agreed currency (published by the Czech National Bank) changes by more than 5% compared to the rate valid on the day the purchase contract was concluded, the purchase price may be increased or decreased by the Seller in the same proportion. If the purchase price is stated in a foreign currency in the purchase contract, the Seller may issue an invoice to the Buyer in CZK, in which case the purchase price amount in the foreign currency, as agreed in the purchase contract, shall be converted by the Buyer into CZK at the Czech National Bank exchange rate valid on the date of invoice issuance, and the Buyer is obliged to pay the purchase price in CZK in the amount stated on the invoice.
6.1. If the Buyer defaults on payment of the purchase price or advance payment, the Parties agree that the Buyer shall pay the Seller interest on the outstanding amount at a rate of 0.25% per day of delay. Payment of the default interest does not affect the Seller’s right to claim full compensation for damages and contractual penalties.
6.2. If the Buyer defaults on payment of the purchase price or advance payment, the Seller is entitled to withhold the delivery of further goods, even in the case of previously confirmed orders. In this case, the Seller is not in default with regard to the delivery of the retained goods. If the Buyer defaults on payment of the purchase price or advance payment, the delivery date of the withheld goods shall be extended accordingly.
6.3. If the Buyer defaults on payment of the purchase price or advance payment, the Seller is entitled to a contractual penalty of 0.25% per day of the outstanding amount, without prejudice to the right to claim full compensation for damages.
6.4. Any delay by the Buyer in making a payment exceeding 10 days is considered a substantial violation of the contract.
6.5. If the Buyer fails to take delivery of the goods, the Seller is entitled to withdraw from the purchase contract (cancel the Buyer’s order) or retain the goods, which may then be handled according to the circumstances. The Seller is entitled to retain the goods until the Buyer pays the reasonably incurred storage costs. The Buyer will be charged a storage fee of 1% + VAT of the price of the uncollected goods for each day of delay, with a minimum charge of CZK 500 + applicable VAT. If the Buyer fails to take delivery of the goods within 10 days of the agreed date, the Seller may sell the goods to a third party at any price; in such a case, however, the Buyer is obliged to pay compensation for any loss incurred by the Seller as a result, as well as a contractual penalty equivalent to the purchase price of the goods.
6.6. The Buyer shall also pay the Seller for any damage incurred as a result of the Buyer’s delay in taking over the goods.
6.7. The Buyer is not entitled to withhold any part of the purchase price due to sales returns or claims against the Seller.
6.8. The Seller is entitled to withdraw from the contract in the event of a substantial breach of the contract by the Buyer, providing written notice with immediate effect. Withdrawal from the contract in other cases of violation of obligations is governed by the provisions of the Civil Code.
6.9. If the Buyer withdraws from the contract and such withdrawal is not supported by the contract, these Terms and Conditions, or the law, the Buyer shall be obliged to pay the Seller a contractual penalty equal to the purchase price of the ordered goods, unless the Parties agree otherwise in writing. This does not affect the Seller’s right to full compensation for damages.
6.10. The Buyer is not entitled to withhold any part of the purchase price due to sales returns or claims against the Seller. If the Buyer acts contrary to the above, they shall be in default with regard to payment of the purchase price.
6.11. The Buyer is obliged to reimburse the Seller for all costs incurred in the judicial or extrajudicial enforcement of amounts owed, including legal representation costs.
7.1. The Seller shall deliver the goods in the agreed time, unless unexpected circumstances beyond the Seller’s reasonable control arise; in this case, the delivery time is extended by the period during which these circumstances persist. The Seller is entitled to deliver the goods at any time during the agreed period, even in instalments, and the Buyer shall accept goods delivered in this way.
7.2. The moment of delivery of the goods to the Buyer is considered to be either the day on which the Buyer could have collected the goods at the Seller’s registered office, or the day on which the goods were handed over to the first carrier for transport (freight, postal or other). Proof of delivery of the goods is provided by the Seller’s record of the possibility to collect the goods, such as a delivery note or another document (e.g. a transport contract, consignment note, postal certificate, invoice) proving that the goods have been handed over to the Buyer or to the carrier for transport.
7.3. The risk of accidental destruction or damage to the goods is transferred to the Buyer when the goods are delivered to them. The Seller is not liable for any damage to the goods incurred during transport.
7.4. If the goods are delivered by being handed over to the carrier, the Seller is obliged to mark them as a shipment for the Buyer.
8.1. The Seller is liable to the Buyer for any defects in the goods that exist when the risk of damage to the goods is transferred to the Buyer, i.e. either on the day the Buyer could have collected the goods at the Seller’s premises, or on the day the goods are handed over to the first carrier for transport (freight, postal or other).
8.2. The Buyer is obliged to notify the Seller in writing of any apparent defects in the goods without delay and no later than 3 days after the initial inspection of the goods, provided that the defects could have been identified exercising professional care pursuant to Section 2104 of the Civil Code.
8.3. The Seller has the right to decide whether to claim defects in the goods.
8.4. The Seller provides the Buyer with a 12-month guarantee on the quality of the goods, starting from the date of delivery of the goods to the Buyer.
8.5. When making a claim for defective goods, the Buyer is obliged to comply with the Seller’s complaints procedure, with which they have been familiarized and which are published at the Seller’s registered office and on the website www.bibusmetals.cz; otherwise, the Seller is not liable for defects in the goods.
8.6.The Seller shall be solely liable to the Buyer for any actual damage incurred as a result of a violation of the Seller’s obligations, as specified in these Terms and Conditions or the purchase contract, under the conditions set out below. The overall liability of the Seller for the performance of its obligations set out in the Terms and Conditions, and where applicable in the purchase contract, is limited to an amount equal to 40% of the price of the delivered goods.
8.7. Any contractual penalties or other sanctions paid by the Seller to the Buyer shall be offset in full against compensation for damages.
8.8. The Seller is not liable for any indirect, consequential or incidental damages or loss of profit, nor for any damages or losses arising from contracts concluded between the Buyer and third parties. Furthermore, the Seller is not liable for any damages incurred to the Buyer due to circumstances that exclude liability, such as state intervention, operational, transport or energy failures, failures of the electronic trading system, strikes or lockouts. Such circumstances will result in the Seller postponing fulfilment of their contractual liabilities for the period and to the extent that the circumstances are in effect. The same applies if such circumstances affect the Seller’s subcontractors.
9.1. The Buyer acknowledges that, pursuant to Section 1751 of the Civil Code, the Terms and Conditions are binding for the regulation of the relationship between the Seller and the Buyer under the purchase contract, unless the purchase contract contains contrary provisions. By concluding the purchase contract, the Buyer agrees to the Terms and Conditions become an integral part of the contract.
9.2. The Seller reserves the right to amend or supplement the Terms and Conditions, particularly in the event of a change in related legal regulations or trading methods. The Seller shall announce any amendments or supplements and their effective date in an appropriate manner.
9.3. The rights, obligations and legal status of the parties to the purchase contract are governed by Czech law, in particular the Civil Code. Any legal relations between the Seller and the Buyer that are not explicitly arranged by the Purchase Contract and/or the Terms are subject to the relevant provisions of the Czech Civil Code and related legal regulations.
9.4. Any legal acts that are intended to change, cancel or terminate the obligatory relationship based on the Contract have to be executed in writing.
9.5. Withdrawal from the Purchase Contract does not affect the provisions on arbitration, interest on overdue payments and compensation of damages.
9.6. It is not permitted to include any part of the purchase price for the delivered goods into the Buyer’s claim towards the Seller.
9.7. The Seller has the right to inform third parties of their claims against the Buyer, in particular through public media and the internet. In accordance with this right, the Seller is also entitled to approach third parties to request joint action against the Buyer, for example in insolvency proceedings.
9.8. Any disputes arising from or relating to this contract shall be finally resolved by the Arbitration Court attached to the Economic and Agricultural Chambers of the Czech Republic in accordance with its rules by a sole arbitrator appointed by the President of the Arbitration Court. The contracting parties have agreed that the court of jurisdiction shall be in Brno.
9.9. A document sent by registered mail to the Buyer'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 Buyer, even if the document is delivered to a person other than the Buyer. 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 Buyer is not aware the document has been deposited. Emails sent to the Buyer at their chosen email address are considered delivered at the moment they are sent by the Seller.
9.10. The Buyer may not transfer any rights arising from the Contract to a third party, nor may they transfer or pledge any claims against the Seller to a third party, without the prior written consent of the Seller.
9.11. These Terms and Conditions take precedence over the Buyer’s terms and conditions; by entering into a contract with the Seller, the Buyer expressly waives the right to use their own terms and conditions and agrees that all supplier-customer relationships will be governed exclusively by these Terms and Conditions of the Seller.
9.12. These Terms and Conditions are available at www.bibusmetals.cz
9.13. These Terms and Conditions are effective from 01-NOV-2025.