General Commercial Terms

The General Commercial Terms of the company INTERPROMOTION, s. r. o., areál Svit - Rybníky, budova 294,
760 01 ZLÍN, company registration number: 26266253, registered in the Commercial Register kept by the Regional Court in Brno, Section C, Insert no. 40927

Introductory Provisions

These General Commercial Terms (“Terms”) are issued by the company INTERPROMOTION, s. r. o., areál Svit - Rybníky, budova 294, 760 01 ZLÍN, company registration number: 26266253, registered in the Commercial Register kept by the Regional Court in Brno, Section C, Insert no. 40927 („INTERPROMOTION“) as the Seller of the following products in order to determine prerequisites, terms, conditions and particulars for the preparation and transaction of its business.
These Terms shall be deemed as accepted upon their signature or upon the adoption of any document of INTERPROMOTION referring to the present Terms.

Terms and Definitions

1. Buyer shall mean a person, who in compliance with these Terms has issued a written purchase order to INTERPROMOTION.
2. Performance shall mean Goods delivered by INTERPROMOTION in accordance with a received and acknowledged Order and in compliance with its scope of business activity.
3. Goods shall mean products specified in an offer that includes quantity and price quotations.
4. INTERPROMOTION submits offers in written form. Offers made by INTERPROMOTION are not binding and the elements of a business transaction are accomplished only after a written acknowledgment of an Order.
5. Order is a unilateral legal act of the Buyer towards INTERPROMOTION with the aim of receiving performance by INTERPROMOTION.
Essential particulars of any Order are the following:
a) business firm of Buyer,
b) registered office of Buyer,
c) mailing and invoicing address if different from Buyer’s registered office,
d) company registration number (IČ) and VAT registration number (DIČ) of Buyer,
e) banking information and account number of Buyer,
f) designation of Goods and its quantity,
g) signature of Buyer’s statutory body or Buyer’s representative or authorized person, including his/her printed name,
h) a copy of an entry in the Commercial Register or Register of Trades, and certificate of VAT taxpayer attached to an order unless submitted before to INTERPROMOTION,
INTERPROMOTION is entitled to refuse or return any orders not containing the essential particulars to the order party for complementing. Failure to complement the essential particulars shall result in the order being deemed as not received.

Delivery Terms and Conditions

1. The subject of purchase shall be Goods delivered by INTERPROMOTION according to an acknowledged purchase Order.
2. Goods shall be delivered only pursuant to a written order of the Buyer acknowledged by INTERPROMOTION.
3. INTERPROMOTION is entitled to refuse performance without any right of sanctions on the part of the Buyer if the Buyer has outstanding financial obligations towards INTERPROMOTION payable on the date of the Goods delivery.
4. Acceptance of the Goods shall be acknowledged by the Buyer to INTERPROMOTION on a delivery-acceptance certificate. The certificate shall contain proper identification of the Buyer as well as the full name of the person confirming acceptance of the Goods. The Buyer acknowledges that the carrier shall not be obliged to verify compliance of information given in the confirmation against the relevant document. The Buyer shall be fully responsible for compliance with the above procedure and correctness of recorded information. The Buyer shall be also fully responsible for the Goods being accepted by a person authorized thereto under the above provisions. In the event of any doubts in respect of the delivery for the above reasons, the delivery shall be deemed as duly performed and accepted by the Buyer.
5. Unless the Buyer has informed INTERPROMOTION about any other address for delivery, the address of the Buyer’s registered office shall be deemed as the place of delivery.
6. The Buyer shall immediately notify to INTERPROMOTION any alterations in respect of the Buyer or the Goods delivery.

Purchase Price and Payment Terms and Conditions

1. The Purchase Price of individual kinds of Goods shall always be specified in the Invoice and shall be based on the acknowledged Order. The price of packaging shall be included in the price of the Goods unless agreed otherwise. Transportation cost shall be determined separately unless agreed otherwise.
2. The price shall be payable to the bank account and on the date specified on the invoice. Payments by cheques or drafts shall not be accepted. Deduction of agreed discounts shall not be admissible if the Buyer is in default with other payable financial obligations towards INTERPROMOTION.
3. Invoice is a tax and payment document, which shall contain the following prescribed particulars:

a) company registration number, including VAT registration number, of the Buyer and INTERPROMOTION
b) date of the invoice issue and date the arising of a VAT liability,
c) due date,
d) designation of the Goods and its quantity,
e) total price and VAT amount or information on exemption from VAT liability,
f) total price excluding VAT,
g) number of delivery-acceptance certificate (delivery note),
h) order number, under which the respective Order was acknowledged,
i) Invoice registration number.

4. Should the Buyer be in default with the payment of the Purchase Price, INTERPROMOTION is entitled to charge an interest on late payment in the amount of 0,1% and conventional fines in the amount of 0,1 % from the due amount for each commenced day of delay. In the event of default of more than 30 days INTERPROMOTION is entitled to withdraw from the contract or suspend further Goods delivery under acknowledged Orders. Any withdrawal from the contract shall be in writing and shall come into effect at the moment of its delivery to the Buyer. In the event of withdrawal from the contract the Parties shall return all that they had received under the Purchase Contract. Return of the Goods instead of payment for the Goods shall be permissible only with the prior written consent of INTERPROMOTION and shall be made at the expense and risk of the Buyer. The Buyer is not entitled to claim any damages incurred as a result of reasons specified here in.

Rights from Liability for Defects, Guarantee

1. Buyer’s rights and duties ensuing from liability for defects are regulated by the Guarantee Claim Guidelines of INTERPROMOTION, which form an integral part hereof.
2. Unless stipulated otherwise, INTERPROMOTION shall provide a guarantee period in the duration prescribed by generally binding legal regulations, which is 2 years.

Miscellaneous and Final Provisions

1. The Buyer shall acquire title to the Goods upon full payment of the Purchase Price. Liability for accidental destruction, damage or loss of the Goods shall pass onto the Buyer at the moment of the Goods acceptance.
2. In the event of a dispute the competent court shall be the court having territorial jurisdiction over the registered office of INTERPROMOTION.
3. Legal relationships not regulated hereby shall be governed by relevant provisions of the Commercial Code, as amended.
4. By placing an Order the Buyer acknowledges an unconditional acceptance of the present Terms .

In Zlín 1. 1. 2005

Nataša Dostálová
Managing Director