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Vzor B: Kupní smlouva (anglicky - překlad vzoru A)

11.10.2004, Zdroj: Verlag Dashöfer

Vzor B: Kupní smlouva (anglicky – překlad vzoru A)

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Purchase Agreement
(concluded in accordance with Section 409 et seq. of Commercial Code)

I.
Contracting Parties

1. Seller: .......................................................................................................................
(commercial company or title, seat and place of business, identification number and information on registration)

Represented by ............................................. (name, surname and position)
(hereinafter referred to as „the Seller")

2. Buyer: .......................................................................................................................
(commercial company or title, seat and place of business, identification number and information on registration)

Represented by ............................................. (name, surname and position)
(hereinafter referred to as „the Buyer")

II.
Subject of the Agreement

  1. In accordance with this Agreement the Seller undertakes to deliver the goods to the Buyer as specified hereof and transfer the ownership title to the goods to the Buyer. The Buyer undertakes to take the goods from the Seller and to pay the agreed purchase price.

  2. The goods delivered based on this Agreement are listed in the annex that constitutes an integral part of this Agreement.

  3. The Seller shall deliver the goods via the carrier (truck) to the plant of the Buyer in .......... (accurate identification of the plant and its location).

  4. The Seller shall deliver the goods to the Buyer in the quality and standard resulting from the conformity certificate as specified in Annex No. 2 that constitutes an integral part of this Agreement. The quality of goods shall comply with ČSN ............... (standard number).

  5. The Seller shall deliver the goods to the Buyer under this Agreement in the volume and composition required by the Buyer in written orders. Each order shall be delivered to the seat of the Seller at least three days prior to the required delivery of goods.

III.
Purchase Price

  1. The Seller and the Buyer agreed the purchase price of goods delivered under this Agreement shall comply with the price list of the Seller specified in Annex No. 3 that constitutes an integral part of this Agreement.

  2. Should individual items of the price list of goods specified in Annex No. 3 be changed, the Buyer shall pay the increased price for individual kinds of goods if it does not exceed 10 % of the original price in each individual case. Should the price of individual kind of goods exceed 10 % of the original price, the new price of goods shall be agreed in writing in the form of an amendment to this Agreement.

  3. The contracting parties consider the goods delivered if they are accepted by the Buyer's responsible representative from the carrier. The document proving the delivery of goods under this Agreement is the bill of delivery attached to individual consignments with the signature of responsible employee of the Buyer.

  4. Following the delivery of goods the Seller is entitled to issue the invoice. The delivery of goods is the date of taxable supply in accordance with Act on Value Added Tax. The issued invoice shall contain the essentials of a tax document in accordance with Act on Value Added Tax and essentials of a commercial certificate in accordance with Section 13a of Commercial Code as well as identification of the Agreement based on which the performance was made, the document proving the taxable supply, invoice number, due date or amount of provided advance. The invoice shall bear the stamp of the Seller and the signature of employee authorised to issue it.

  5. The Seller as a VAT payer shall add the tax rate to the invoice price in the legal rate applicable at the time of taxable supply.

  6. The invoice shall be due within fifteen days of its delivery to the Buyer.

  7. Should the invoice contain incorrect data or it lacks some data, the Buyer shall be entitled to return the invoice to the Seller within its maturity. In such a case the Seller shall issue a new invoice with a new due date.

  8. The invoice shall be paid by bank transfer to the Seller's account No. ........................... with ............................................................ (name of the bank).

  9. Should the invoice be paid with delay due to the reasons demonstrably caused by the bank, the Buyer shall not be in delay with the invoice payment for this period.

IV.
Existence of Agreement

  1. This Agreement has been concluded for the period of two years from the day of its signature by both contracting parties.

  2. The Seller shall deliver the goods specified in Buyer's written orders if they are delivered within the agreed deadlines so as the Seller could duly and in time supply the goods within four days of the delivery of the Buyer's written order.

  3. The Seller is entitled to deliver the goods prior to the agreed deadline only upon the written consent of the Buyer.

  4. Should the Seller deliver the higher number of goods that exceed the amount specified in the Buyer's order by more than 6 %, the Buyer shall be obliged to reject this higher amount in writing within 24 hours. Should the Buyer fail to do so within the deadline, it shall pay for the higher delivered amount and the Seller shall be entitled to the payment.

  5. The Buyer shall not be entitled to reject the goods delivered within the agreed deadline. Should the Buyer reject to accept the goods without any reason, the Seller shall store the goods with a third person at the Buyer's cost and to inform the Buyer on this fact in writing. The delivery of a written notice on storage of unaccepted goods shall be considered as the compliance with the Seller's obligation to deliver the goods.

  6. The Buyer acquires the title to the goods upon their acceptance.

  7. Should the Buyer fail to pay the Seller the agreed and invoiced purchase price including the value added tax, it does not become an owner of the delivered goods and the Seller remains an owner of the goods until the payment of the purchase price. The Buyer undertakes to inform in writing any other entity that would be interested in purchasing the goods delivered by the Seller that it has made this agreement on ownership title with the Seller. Should the Buyer fail to do so, it shall be responsible for damages caused to the Seller.

V.
Accountability of the Seller for Defects of Goods

  1. The Seller shall be responsible towards the Buyer for defects caused within the warranty period that is two years since the acceptance of goods. It shall guarantee the goods will have the agreed quality and standard, will be delivered in the volume required by the Buyer in the order, will be duly packed (the packaging method is specified in the Seller's catalogue that constitutes Annex No. 4 and a part of the Agreement) and it shall guarantee