These business terms and conditions of MFC-MORFICO s.r.o. (hereinafter, only the Seller) form an integral part of and are an essential requirement of the purchase contracts concluded by the Seller for the sale of products and related services regardless of whether the Buyer is a physical or legal entity (hereinafter, only the  Buyer). The Business Terms and Conditions apply to all mutual relationships between the Seller and the Buyer, unless expressly stipulated otherwise by the written agreement of the parties.

1. Conclusion of the Purchase Contract (PC)
1.1. Sales of the product and any relevant services are based on a written and concluded purchase contract (hereinafter, only PC)
1.2. The provisions of these business terms and conditions are decisive and binding for the conclusion of the PC.
1.3. As the basis for a PC, the Buyer must provide the Seller with a current copy of their trade certificate or an abstract from the Register of Companies and their VAT registration certificate, if they are holders of such items. These documents must be provided before concluding the first business relationship with the Seller and upon any change to them.
1.4. Upon the delivery of the written order of the Buyer, a proposal for the conclusion of a specific business case is created.
1.5. The PC is concluded upon the confirmation of the order by the Seller.
1.6. The sales of the products and the provision of relevant services are possible without a concluded written PC. However, in such cases, the Buyer must pay in cash upon receiving the products and the relevant service.

2. Subject of the Supplies
2.1. Supply of products and related services according to the valid offer and price list of the Seller.
2.2. The Seller undertakes to supply the products and related services in the agreed type, quantity, price, and deadline.
2.3. The Buyer undertakes to accept the ordered products and related services and pay the agreed purchase price.
2.4. The range of products and services offered by the Seller is stated in the valid price lists for the calendar period in question.

3. Delivery Terms and Conditions
3.1. The individual deliveries of products and related services that form the subject of the PC are based on the written order of the Buyer and confirmed by the Seller, unless a separate purchase contract or similar contract is concluded. The order must contain:
- the name, address (title), phone/fax, Co. ID. No., Tax ID. No. of the Buyer
- the banking institution and account number of the Buyer
- the type, quantity, and price of the required product and the related service
- the name of a person authorised to receive the product or service
- the form of transport
- the required takeover or delivery date
- the payment terms and conditions (unless amended in the PC)
3.2. The delivery is fulfilled based on the request from the Seller to receive the products in the place of delivery or a Record of the Handover and Takeover of the Complete Work (service).
3.3. Upon the receipt of the products and the related service by the Buyer, the order confirmed by the Seller, potentially the document for invoice settlement, must be presented.
3.4. Upon the handover of the products, where the transport is ensured by the Buyer via third parties, the persons taking over the products must present the power of attorney or another document proving their authorisation for transport and the Buyer is responsible for suitable transport conditions.
3.5. Upon deliveries of products using a form of transport arranged or ensured by the Seller, the Buyer must secure the unloading so that the cargo is unloaded from the vehicle without obstacles and waiting.
3.6. If the Buyer does not unload the vehicle within 1 hour after arrival, they will be charged the price of the idle time for every commenced quarter of an hour amounting to 300 CZK.
3.7.  If the Seller ensures the transport of the goods to the unloading point, they are responsible for the agreed delivery deadline (+/- 24 hrs.). If a change to the delivery deadline takes place, the Seller must report this to the Buyer without any unnecessary delay. In such cases, the Seller is not responsible for any damage arising for the Buyer from the late delivery of the goods.

4. Payment Terms and Conditions
4.1. The basic payment terms and conditions (method of payment, discounts, credit) are agreed directly in the PC. The Buyer pays the purchase price either in cash upon delivery of the products, using a proforma invoice in advance, and/or an invoice within the agreed maturity period.
4.2. The date of payment according to the PC is the date when the financial funds are credited to the account of the Seller or paid in cash.
4.3.  For non-compliance with the delivery deadline for the products according to the agreed order (with regard to Section 3.7. of these business terms and conditions), the Seller shall pay the Buyer a contractual penalty amounting to 0.1% of the purchase price for each day of delay.
4.4.  For non-compliance of the invoice maturity period, the Buyer shall pay the Seller a contractual penalty amounting to 0.1% of the purchase price for each day of delay.
4.5. If the Buyer unilaterally withdraws from the concluded PC, they shall pay to the Seller a contractual penalty amounting to 25% of the purchase price of the product and the related service not accepted.
4.6. In the case of non-payment of the Seller's invoice within the maturity period, further purchases are only possible in the case for the retail prices of the Seller.

5. Despatch of Products
5.1. The products are delivered on pallets, in bulk, or in transport packaging with the stated weight and instructions for use.
5.2. When the products are delivered on pallets, the pallet price is already included in the unit price of the products and is non-returnable.
5.3. The transport of the products from the place of despatch of the Seller to the place determined by the Buyer is at the cost of the Buyer.

6. Quality, Warranty, Complaints
6.1. The agreed quality is generally deemed to be the declared properties of the products or the service issued by the Seller, which complies with the parameters of the corresponding technical regulation.
6.2. The Seller guarantees that the products and related services have the declared properties at the time of fulfilling the supply. As a minimum, the products will retain these properties for the time of the warranty period, which is determined as the time of storage or shelf life in the corresponding documents (e.g. in the technical sheets, technical manuals, etc.)
6.3. Despite every effort by the Seller, defects may occur in the supplied product or services. The Buyer is obliged to examine the products or services as soon as possible after delivery and is entitled to claim for any defects found. The Buyer is to submit the complaint immediately, namely in writing. The terms and conditions of the complaint proceedings are determined by the Complaint Procedures of the Seller. 
6.4. The risk of damage to the product is transferred to the Buyer upon acceptance of the delivery (pursuant to Cl. 3.2 of these business terms and conditions)
6.5. The Seller is not liable for any damage arising for the Buyer due to unprofessional handling of the product or for processing a defective product that the Buyer could and should have found.

7.  Final Provisions
7.1. Both contracting parties are obliged to proceed in order to minimise any damage, losses, or risks.
7.2. Both contracting parties shall thoroughly ensure the observance of the confidentiality of business information related to their mutual contractual relationship.
7.3. Mutual relationships not governed by the PC, including these business terms and conditions, are governed by the corresponding provisions of the Civil Code.
7.4. The ownership right to the product is only transferred to the Buyer only upon the complete payment of the purchase price.
7.5. These business terms and conditions enter into force and effect on 1 May 2015 and replace the General Business Terms and Conditions previously issued.

V Tišnově dne 01.05.2015

Ing. Oldřich Fiala
agent

You can download the Business Terms and Conditions in PDF format here.