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OSTROJ a.s.
Tesinska 1586/66
746 01 Opava, CZ
GENERAL TERMS AND CONDITIONS – SERVICES of OSTROJ a.s. (hereinafter also referred to as "GTC") according to Section 1751 et seq. of Act No. 89/2012, the Civil Code, as amended (hereinafter referred to as the "Civil Code" or "CC"):
1. The subject of these GTC is to establish the terms and conditions applicable to the contract for work to be concluded between the Contractor and the Client for the agreed work or service (hereinafter referred to as the "work"), which will be specified by the Client's specific written Orders (hereinafter referred to as the "Order"), sent to the Contractor in writing — i.e., by email, fax, or mail.
For the purposes of these GTC, the Client refers to OSTROJ a.s., company ID 45193681, with its registered office at Těšínská 1586/66, Předměstí, 746 01 Opava, registered in the Commercial Register of the Regional Court in Ostrava, Section B, Insert 349.
2. The Contractor will confirm each Order in writing, including the price and the deadline for completing the work. Confirmation of the Order is understood as sending a signed confirmation in writing, i.e., by email, mail, or fax. The Client is bound by the Order for five (5) business days from the date the Order is sent to the Contractor. The Contractor is required to respond to the Order immediately.
The acceptance of the proposal is not considered to be the acceptance of the Order with any additions, deviations, or new agreements. Any changes to the Order, even those that do not significantly alter the terms of the offer, will be considered a new offer and must be approved by the Client.
The timely confirmation of the Order constitutes the conclusion of the contract for work, and these GTC become an integral part of it.
1. The delivery of the work is provided by the Contractor to the Client's registered office, OSTROJ a.s., Těšínská 1586/66, Opava, unless otherwise agreed.
2. The agreed work will be delivered in the quality and quantity requested in the Order, further complying with generally binding legal regulations, technical standards, and occupational health and safety requirements according to the applicable legal regulations in the Czech Republic and the EU, and within the agreed deadlines.
3. The Contractor is obliged to pack, secure, and prepare the work for transport in a manner customary for the requested work.
4. The completion of the work is understood to be when the work is properly finished, its suitability to serve its purpose is demonstrated (i.e., the agreed tests are conducted), and it is formally handed over with all the necessary documents and documentation (hereinafter referred to as "documents") required for the acceptance and proper use of the work, in accordance with its nature and purpose, as prescribed by these GTC and the Order, and compliant with the generally binding legal regulations and technical standards applicable in the Czech Republic and the EU. The required documents include, in particular, the handover protocol, operating and maintenance instructions in Czech, the declaration of conformity/declaration of performance, delivery note or service protocol for the performed service, warranty certificates for the supplied material, and, if necessary, technical documentation or initial electrical inspection report, if the nature of the work requires it. If any of these documents are missing at the time of handover, the Client is entitled to refuse acceptance of the work.
1. The agreed price for the work is the total, fixed, and final price, including all costs incurred by the Contractor in connection with the work, such as packaging, insurance, transport, licensing fees, customs duties, administrative fees, documentation acquisition, testing, etc. The Client will pay the Contractor the agreed price for the work based on an invoice, which must contain all the necessary elements of a tax document. The Contractor is entitled to invoice for the work after its completion and formal handover to the Client, and after the successful completion of any agreed-upon tests.
2. The Contractor will send invoices electronically (preferably in PDF format) to the Client's email address.: faktury@ostroj.cz.
The invoice must include the following details:
3. The invoice is due on the nearest payment date of the Client, 60 days after the invoice issuance, provided that the Contractor delivers the invoice to the Client no later than 5 business days from its issuance. If the Contractor delays in delivering the invoice to the Client, the 60-day period will start from the actual delivery date of the invoice to the Client. The Client's payment terms are the 10th and 25th calendar days of the month, with the payment term being the next business day if the payment date falls on a Saturday, Sunday, or holiday.
4. The obligation is considered fulfilled on the date the payment is sent from the Client's account.
5. The Client may return the tax document to the Contractor by the due date without being in default of payment if the tax document contains incorrect or missing details as per Article 3, point 2, or if documents are missing as per Article 2, point 4. The new payment term as per Article 3, point 3, will start from the issuance of the corrected invoice.
1. In the event of the Contractor's delay in fulfilling the obligation to complete the work within the agreed timeframe, the Contractor is obliged, upon request, to pay the Client a contractual penalty of 0.04% of the price of the work for each day of delay in completing the work. For a delay in fulfilling the obligation to complete the work within the agreed timeframe of more than 10 calendar days, the Contractor will additionally pay the Client a one-time contractual penalty of 5% of the price of the work.
2. In the event of the Client's delay in paying the price of the work, the Contractor is entitled to charge the Client a late payment interest of 0.04% of the outstanding amount for each day of delay.
3. In the event of a delay by the Contractor in providing the documents as per Article 2, point 4, the Contractor will pay the Client a contractual penalty in the amount of:
4. In the case of defective performance of the work, particularly concerning the obligation to deliver the agreed work in the agreed quantity, quality, execution, and without legal defects, a contractual penalty of 5% of the price of the work is agreed upon.
5. The Client's right to compensation for damage caused by the breach of obligations subject to a contractual penalty is not affected by this, and the contractual penalty is not deducted from the compensation for the damage.
6. According to Section 2002 of the Civil Code, a breach of the contractual terms is considered a material breach if:
In the case of a material breach of the contractual terms, the Client is entitled to withdraw from the contract.
7. In accordance with Section 1879 of the Civil Code, a prohibition on the assignment of claims arising from mutual business relations is agreed. These claims cannot be assigned, pledged, or otherwise encumbered with the rights of third parties without the consent of the obligated party (the debtor). In the case of a breach of these obligations, the party that violated the commitment is obliged to pay the other contracting party a contractual penalty of 30% of the nominal value of the assigned, pledged, or otherwise encumbered claims.
8. The Contractor is not authorized to make unilateral set-offs against claims arising from this contract.
1. The Contractor guarantees that the entire work will be performed with due quality, i.e., with flawless execution, full functionality, reliability, and accuracy according to the terms of the Order. Unless otherwise agreed, the Contractor provides a quality guarantee for the work for a period of 24 months from the formal handover of the work to the Client. The work will be fit for the purpose specified in the Order throughout the warranty period, and if no such purpose is specified, it will be fit for the usual purpose and will possess the agreed-upon or usual characteristics. The work must not be encumbered by the rights of third parties or other legal defects.
2. The Contractor is liable for any damage caused in accordance with the applicable legal regulations. The Client reserves the right to claim compensation for any damage incurred as a result of the Contractor's breach of obligations, including all damages, lost profits, fines, and claims that may be charged to the Client by the end customer due to this breach, and the Contractor agrees to reimburse such damage.
3. The Client is entitled to file a complaint regarding any discrepancies in the agreed scope of the work as stated in the accompanying documents at any time after the formal handover of the work.
4. If the Client incurs costs as a result of a defective delivery of the work, the Client is entitled to request reimbursement of these costs from the Contractor.
5. Until the claims regarding defects are resolved, the Client may suspend payment of the work price without being in default of payment.
6. The warranty period does not run during the period in which the work cannot be used due to the occurrence, existence, and removal of defects, starting from the time the work becomes unusable until the identified defects are removed. The warranty period is extended by this duration.
7. If the defect cannot be rectified by other operational means, such as telephone instruction between the Client and the Contractor, the Contractor agrees that their service technician will arrive at the defect site immediately, and no later than 2 days after the Client notifies the Contractor of the defect (hereinafter referred to as the "Defect Rectification Start Date"). In the defect notification, the Client will describe the nature and extent of the identified defect. The Contractor is obliged to promptly confirm the receipt of the defect notification. Failure to confirm receipt by the Contractor does not affect the validity and timeliness of the defect notification by the Client. The day the defect notification is sent by the Client will be considered the day of notification. Defect notifications will be sent to the Contractor's fax number or email address. If the parties do not agree in writing to extend the Defect Rectification Start Date, the Client is entitled to apply a contractual penalty of CZK 5,000 for each day of delay in starting the rectification of the reported defect, starting from the 3rd calendar day after the defect notification by the Client, or from the day following the agreed Defect Rectification Start Date.
8. The Contractor, in cooperation with the Client, will determine the cause of the reported defect within 3 calendar days from the defect notification, based on which the Contractor will propose a method for rectifying the defect. The Contractor is obliged to rectify the reported defect within the shortest possible time, but no later than:
a) within 5 calendar days from the date of the defect notification, when using spare parts that are in stock at the Contractor, or if no spare part is required,
b) within 7 calendar days from the date of the defect notification, if the defect requires spare parts that are not in stock with the Contractor or in other cases, as per the written agreement of the contracting parties.
If the deadline for defect rectification is not met, the Client is entitled to apply a contractual penalty of CZK 5,000 for each day of delay, starting from the following day according to point 9a) or 9b), or from the day following the agreed date for defect rectification.
9. A new warranty period, as specified in Article 5, point 1, applies to the replaced or newly supplied part of the work during the warranty period. This period begins on the day the replaced or newly supplied part of the work is handed over to the Client.
10. If a defect caused by the Client occurs in the completed work during the warranty period, the Contractor will begin its rectification at the Client's expense within 2 days of the defect notification, on business days from 7:00 AM to 4:00 PM. The adherence to the defect rectification start date and the deadline for rectifying the reported defect, including any entitlement to a contractual penalty for non-compliance with deadlines, will be the same as in Article 5, points 7 and 8.
1. All orders from the Client and all related business and technical details must be considered confidential information by the Contractor. The Contractor may only disclose the business relationship with the Client if the Client has given prior explicit written consent.
2. The Contractor is obliged to perform the required work in compliance with generally binding and applicable safety and occupational health regulations, fire protection regulations, and environmental protection laws. When handling waste and chemicals on the Client's premises, the Contractor must adhere to the internal regulations of the Client.
3. The work will be carried out in accordance with the ISO 9001 quality management system, the ISO 14001 environmental management system, the ISO 45001 health and safety management system (or equivalent systems), as well as in compliance with ČSN 33 2000-1 / HD 60364-1 / IEC 60364-1, as amended, and in accordance with the technical product requirements (CE), harmonized standards, and legislative conditions for market introduction.
4. If the Contractor's activities cause damage to the Client or other parties due to negligence, oversight, or failure to fulfill legal obligations, the GTC, or the contract terms, the Contractor is obliged to promptly rectify the damage and, if not possible, to financially compensate for it. All associated costs will be borne by the Contractor.
5. The Contractor declares that it is insured for damages caused by its operational activities throughout the Czech Republic, with a minimum coverage of CZK 1,000,000.
6. If the last day of the deadline or period according to these GTC falls on a Saturday, Sunday, or holiday, the following calendar day will be considered the last day of the deadline or period.
7. If the work or any part of it meets the characteristics of a copyrighted work, the provision of a license to the Client for the use of this work is also part of the work. This is a non-exclusive, time-limited license for the duration of the property rights, with no restrictions on quantity or territory, covering both the entire created copyrighted work and its individual parts, for all known methods of use, especially allowing for modification, supplementation, and expansion of the copyrighted work, along with the right to grant sublicenses. By confirming the Order, the Contractor grants the Client written consent for the possible assignment of the license. The license fee is included in the price of the work and also covers compensation for the author's right to a reasonable additional remuneration. The Client is not obligated to use the granted license.
8. The Client has implemented and applies the approach of a socially responsible company (CSR) and has adopted an Ethical Code. According to these rules, the Client selects and evaluates its customers, in this case, the Contractor. The Contractor should behave ethically and comply with international rules regarding human rights and employee freedoms, not tolerate child labor, illegal or forced labor, corruption, or discrimination, ensure and take responsibility for occupational health and safety, minimize environmental pollution, and strive to preserve natural resources, properly manage waste and energy, and not tolerate corrupt behavior. If these commitments are not fulfilled, it will be considered a material breach of the contractual terms, and appropriate corrective actions will be taken.
10. The Contractor assumes the risk of a change in circumstances in accordance with Section 1765, paragraph 2 of the Civil Code.
1. Legal relations not governed by these GTC are subject to Czech law, particularly the relevant provisions of Act No. 89/2012 Coll., the Civil Code, as amended.
2. The exclusive use of these general terms and conditions is agreed upon, which are also available on the Client's website at www.ostroj.cz/obchodni-podminky, and the Contractor is familiar with their content. These terms will exclusively apply over the Contractor's terms and conditions.
3. In the case of discrepancies between the wording of the Order and the GTC, the provisions stated in the Order shall take precedence.
4. In the interpretation of these GTC, commercial customs shall not be taken into account.
5. Upon the conclusion of the contract, all previous agreements or correspondence between the parties become void.
6. Contractual agreements, including the provisions of these GTC, which may be made orally under the law, can only be modified or supplemented in writing through numbered amendments, which must be signed by all contracting parties.
7. All disputes arising from the GTC or the Order, or from their non-fulfillment, cancellation, or invalidity, etc., will primarily be resolved through mutual agreement between the contracting parties. If this is not possible, the dispute will be settled by the competent court according to the Client's registered office.
8. OSTROJ a.s. processes personal data of all individuals obtained in connection with contract negotiations (Order) including GTC and/or in connection with their performance, under the conditions and in accordance with the requirements of the Regulation (EU) 2016/679 of the European Parliament and Council, the General Data Protection Regulation, and the adaptation legal regulations of the Czech Republic. More information on the processing and protection of personal data is available at www.ostroj.cz through the document: "Personal Data Processing Policy at OSTROJ a.s. – for External Individuals." Where possible, the Contractor shall ensure that all individuals involved in the performance of the work on their behalf (employees, consultants, carriers, representatives, etc.) are informed about this OSTROJ a.s. data protection statement.
Fill out the form or contact us, and we will get back to you.
OSTROJ a.s.
Tesinska 1586/66
746 01 Opava, CZ