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1. General Provisions
1.1 These General Terms and Conditions (hereinafter referred to as the "GTC") are general provisions applicable to individual purchase contracts concluded between RSBP, spol. s r.o., ID No.: 45196508, having its registered office at Pikartská 1337/7, Radvanice, 716 00 Ostrava, as the buyer (hereinafter referred to as the "Buyer") and another business entity acting as the seller within the contractual relationship (hereinafter referred to as the "Seller/Contractor"), and establish the rights and obligations of the contractual parties within their contractual relations. These GTC apply to the contractual relationship if they are referred to in the relevant order or contract (hereinafter referred to as the "Order" or "Contract"). These GTC are always applicable but only subsidiarily, meaning except in cases where the contract or order provides otherwise. These GTC shall not apply where the nature of the contract inherently excludes their application.
2.1 Subject of the Contract and Price – Purchase of Materials and Goods
2.1.1 The subject of the contract is the obligation of the Seller to transfer ownership rights to movable goods specified in the order or contract (hereinafter referred to as the "Subject of Purchase") to the Buyer and the obligation of the Buyer to take ownership of the movable goods and pay the agreed purchase price.
2.1.2 The Buyer's obligation to pay the purchase price arises once the Seller duly and timely delivers the Subject of Purchase to the Buyer, and the Subject of Purchase shows no defects (whether qualitative or quantitative). The moment of delivery, as per the previous sentence, is the date when the Subject of Purchase is delivered to the Buyer's registered address, unless agreed otherwise by the parties.
2.1.3 If the Seller is delayed in duly delivering the Subject of Purchase to the Buyer, the Seller agrees to pay a contractual penalty of 0.3% of the agreed purchase price for each day of delay.
2.1.4 If the Seller's delay in duly delivering the Subject of Purchase exceeds 15 days, the Buyer is entitled to withdraw from the contract.
2.1.5 Any agreement on contractual penalties contained in these GTC or in the contract or order does not affect the right to claim full compensation for damages, regardless of the contractual penalty. Thus, the application of Section 2050 of Act No. 89/2012 Coll., Civil Code, is excluded. The application of Section 2051 of Act No. 89/2012 Coll. is also excluded for this contractual relationship.
2.2 Subject of the Contract and Price – Cooperation
2.2.1 The order specifies the execution of the work/tasks in a clearly defined form, the completion and handover deadline, and the price of the work plus VAT.
2.2.2 The price of the work is complete and final, including all costs for labor, material, travel, and any other expenses the contractor may incur during execution. In other words, the contractor guarantees the so-called completeness of the budget according to Section 2621 of Act No. 89/2012 Coll. Unless the price of the work is increased by a written amendment to the contract, the contractor is not entitled to any additional payment for extra costs or work beyond the scope of the order.
2.2.3 The price of the work becomes payable once the work is duly completed (i.e., without defects or unfinished tasks) and handed over to the client. The payment will be made based on an invoice issued by the contractor, which must meet all legal requirements and include a mutually signed handover and acceptance protocol.
2.2.4 The handover must be carried out formally, based on a written protocol confirming that the work is duly completed (without any defects or unfinished tasks), handed over by the contractor, and accepted by the client, confirmed by authorized representatives of both parties by their signatures.
3. Specific Requirements
3.1 The Seller is obliged to attach to the Subject of Purchase a Material Test Report (MTR) including the original document proving the country of origin of the Subject of Purchase, or a Mill Test Certificate (MTC) including the original document proving the country of origin. Without submitting these documents, the delivery of the Subject of Purchase is not considered duly completed, and the Seller is not entitled to payment of the purchase price. The Buyer is not obliged to accept such delivery, and even if they do, the defect described above is not remedied.
3.2 The Seller must state the specific order or contract number on every invoice issued for payment. Without indicating the order or contract number, the invoice is not considered properly issued and thus is not due.
3.3 The due dates for issued invoices are governed by the payment terms stated in the order or contract. The Buyer processes payments twice a month — on the 15th and the 30th day of the calendar month. If the invoice’s due date falls between the 1st and 15th day of the month, the invoice becomes due on the 15th; if it falls between the 16th and 31st day, it becomes due on the 31st. If no due date is specified in the order or contract, the due date is 60 days from the invoice receipt.
4.1 Additional Provisions – Purchase of Materials and Goods
4.1.1 The Buyer is entitled to transfer its rights and obligations from the contract to another entity.
4.1.2 The Contractor may transfer its rights and obligations to another entity only with the Buyer’s written consent.
4.1.3 The contract or GTC may only be amended, supplemented, or terminated through written, sequentially numbered amendments signed by both contracting parties. Such amendments are subject to the same contractual regime as the contract.
4.1.4 Written communications are delivered to the addresses stated in the contract or order unless a change of address is notified in writing. Both parties are obliged to regularly check and maintain functionality at these addresses throughout the validity of the contract.
4.1.5 If any provision of the contract or these GTC is found to be invalid, such invalidity does not affect the validity of the contract as a whole. The parties undertake to promptly replace the invalid provision with a valid one that best matches the original intent.
4.1.6 All contractual relations between the Seller and the Buyer are governed by the legal regulations of the Czech Republic, especially Act No. 89/2012 Coll., Civil Code.
4.1.7 All disputes arising between the Buyer and Seller shall be resolved under the laws of the Czech Republic before the courts of the Czech Republic, specifically at the District Court in Ostrava, or the Regional Court in Ostrava if subject-matter jurisdiction applies.
4.2 Additional Provisions – Cooperation
4.2.1 The Contractor assumes the risk of a change of circumstances as per Section 1765(2) of Act No. 89/2012 Coll.
4.2.2 Under Section 89a of Act No. 99/1963 Coll., Civil Procedure Code, disputes arising from or in connection with this order shall be resolved before the competent courts of the Czech Republic, specifically the District Court in Ostrava or the Regional Court in Ostrava if subject-matter jurisdiction applies.
4.2.3 This contractual relationship is governed by the legal regulations of the Czech Republic, especially Act No. 89/2012 Coll., Civil Code.
4.2.4 The contractual relationship based on this order is concluded at the moment of acceptance of the order by the Contractor. Acceptance can be made explicitly (e.g., by agreeing to the order via email) or implicitly, notably by commencing performance.
In Ostrava dated 28.4.2025
