Business Terms and Conditions

Business Terms and Conditions of GALVAMET spol. s r.o.

Preambule

These Business Terms and Conditions form an unseparable part of a "Contract for Work" (hereinafter referred to as the "Contract") concluded between GALVAMET spol. s r.o. with its registered office at Vsetín, Jasenice 783, Postal Code 755 01, Czech Republic, ID No 25779893, registered in the Commercial Register kept by Regional Court in Ostrava, section C., file No 26265 (hereinafter referred to as the "GALVAMET" or the "Contractor"), as the contractor and the Client. Any variations to these Business Terms and Conditions are valid only if agreed in writing. GALVAMET is not bound by any Client's terms and conditions unless GALVAMET confirms its obligation for the contractual relation based on a Contract.

I.

Creation and subject matter of the Contract

1. The Contractor obliges to perform a subject matter of the work /partial subject matter of the work/ consisting in works in field of heat treatment and surface treatment of the delivered semifinished products.

2. The Contractor obliges to perform for the Client the agreed works /hereinafter referred also to as the "subject matter of the work" or "partial subject matter of the work"/ based on a confirmed order.

3. The detailed specification of the subject matter of the work / partial subject matter of the work is agreed via the confirmed order under the conditions stated in these Business Terms and Conditions, in the Contract for Work and in the confirmed order.

4. The Contractor shall realize the subject matter of the work /partial subject matter of the work via finishing and delivering the subject matter of the work /partial subject matter of the work in the defined and mutually agreed date and time.

5. The Client is obliged to take over the properly realized subject matter of the work /partial subject matter of the work from the Contractor and to pay the agreed price for realization of the subject matter of the work /partial subject matter of the work.

II.

The Order

1. The Client shall order the subject matter of the work /partial subject matter of the work at the Contractor via partial of yearly order, in which he shall state the following: specification of the required works, amount of the works, date and time of realization, price for works realization, place of takeover of the subject matter of the work /partial subject matter of the work, way of transportation, in case of the Contractor's transportation the price and amount of goods for delivery, quality of the material, requirements for the heat treatment and requirements for the output inspection, eventually straightening of the elements.

In case of heat treatment of the delivered semifinished products via cementation technology, the Client shall state in the order also the required method of lay-out - attachment of the delivered semifinished products in collating /batch/ grids.

If the required method of lay-out - attachment of the delivered semifinished products to the collating /batch/ grids is not defined in the order by the Client, the Contractor shall use for the heat treatment of the semifinished products such method of lay-out - attachment in the collating /batch/ grids usually used for such type of treatment with keeping the professional care.

2. The Client shall deliver the order with the above mentioned data filled-in in writing via provider of postal services, via electronic post, fax message or telephone call, eventually personally or via transportation provider.

3. If the order is submitted by phone, the Client shall deliver the order to the Contractor without undue delay in writing, eventually via electronic post or personally.

4. The Client is obliged to deliver to the Contractor any and all necessary production documents, especially documentation, drawings, working processes, together with the order.

5. The order is binding and the Contract for Work /partial Contract for Work/ is concluded provided that the Contractor confirms the order without any objections within 24 hours following the delivery of the order, or eventually within other period agreed in writing by both contracting parties.

6. The confirmed order shall be delivered by the Contractor without undue delay to the Client under the conditions defined in provision of article II paragraph 2 of these Business Terms and Conditions, however, only if required by the Client in writing.

7. If the Contractor does not confirm the order without any objections or if the Contractor changes any of the data stated in the order sent by the Client, such amended order is considered as the counterproposal to the Contract and the Contract shall come into force on a day of delivery of the unreserved consent of the Client within 24 hours following the delivery of the amended order, unless agreed otherwise (in writing) by the contracting parties.

8. The confirmed amended order shall be delivered by the Client without undue delay to the Contractor under the provision of article II. paragraph 2 hereof.

9. The agreement between the contracting parties on realization of the subject matter of the work /partial subject matter of the work/ under the Contract is made based on the Client's order delivered under agreed conditions to the Contractor followed by the confirmation of this order in the agreed period.

10. Prior to the realization of the order, the Client is obliged to express in writing his consent hereto and his will to adhere to these Business Terms and Conditions.

III.

Contractor's takeover of the goods

1. The Client is obliged to deliver to the Contractor the goods, which is subjected under the concluded Contract for Work /partial Contract for Work/ to heat treatment or surface treatment /hereinafter also as „elements"/ free of any shavings, smears and apparent dirt (with exception of anticorrosive protection in cases agreed in advance). The same principles apply also for the transportation packaging. If this obligation is not fulfilled, the Contractor is entitled not to takeover the goods. The Contractor shall inform the Client on his refusal to takeover the goods as soon as possible stating the reason for which the takeover was refused. The Contractor is entitled to decide that the goods delivered by the Client for processing not conformable to this contractual clause, i.e. goods with shavings, smears and dirty goods, shall be adjusted for proper processing at the expense of the Client. The Contractor is obliged to obtain the Client's consent with such additional services including the consent with amount of such expenses.

2. The Client is obliged to deliver to the Contractor the goods /elements/ in the amount stated in the order. The Contractor is not obliged to revise the amount of the goods at the takeover. However, if it is discovered during the processing that the amount of the goods stated in the order does not correspond in tolerance of ± 2%, the Contractor shall correct the amount of pieces in respective documents. The Contractor shall also notify the Client on such correction and the costs for the re-counting of goods shall be on the Client's account. The Client expresses his / her familiarity with and acceptance of the General Terms and Conditions of Business by handing the goods to the Contractor.

IV.

Delivery of goods

1. In case of any variations discovered by the Contractor in technical matters caused by the Client (e.g. variations in quality of material), the delivery period shall stop until the stated variations are removed or corrected. The agreed period for finalization of the work shall be therefore extended by the time of break in processing of the goods. The Contractor is entitled to charge the costs for discovering the technical variations to the Client.

2. The Client acknowledges that the previous adjustments to the goods /elements/, e.g. milling, grinding, influencing the internal stress of the material may affect the process of the heat treatment. The Client also acknowledges that during the heat treatment some changes in volume and size may appear, therefore it is necessary to suit the additions to the changes, especially for grinding. The Client is obliged to state in the order, whether the elements shall be straightened and he is liable for the risks related to straightening of the elements. If the straightening is not required in the order, the Contractor shall not perform such service.

3. Should the Client use the Contractor's transportation service for delivery of the goods, the Client is obliged to ensure that the elements are stored and secured in proper packaging and in a proper way so that any damages on the goods as well as on the transportation vehicle are avoided. The Contractor is entitled to refuse to takeover the goods for transportation in unsuitable packaging.

4. The delivery note and the quality report shall serve as the record on takeover of the goods by the Client, unless agreed otherwise.

V.

Transfer of risks on the goods, acquisition of the ownership right 

1. The risk on the subject of the work /partial subject of the work/ is transferred to the Client in the moment of takeover of the subject of the work /partial subject of the work/ from the Contractor in an agreed place of takeover via signing of the delivery note.

2. The Client is obliged to confirm the delivery note if the subject of the work /partial subject of the work/ does not show any apparent defects at the takeover.

The Client is not entitled to refuse to takeover the subject of the work /partial subject of the work/ in case it shows rare defects that, neither separately nor together with other defects protect the goods /elements/ from its using or make its using more difficult.

3. If the transportation is performed by the Contractor or by the third party engaged by the Contractor, the place of takeover of the subject of work /partial subject of work/ is the premises of the Client and the Client is obliged to confirm the delivery note and hand it over to the driver.

4. If the transportation of the elements (subject of the work /partial subject of the work) is performed by the Client or by the third person engaged by the Client and the Client does not takeover the duly realized subject of the work in time, the risk on the goods is transferred to the Client by vain expiration of the agreed date and time of realization of the subject of the work /partial subject of the work.

5. The ownership right to the subject of the work /partial subject of the work/ is transferred to the Client in the same moment as the risk on the subject of the work is transferred under the paragraphs 1 and 3 of the article V hereof.

VI.

Payment conditions

1. The price for realization of the partial subject of the work shall be agreed by the contracting parties under the Act No 526/1990 Coll., on prices, as amended.

2. The price for realization of the subject of the work /partial subject of the work is agreed via confirmed order under article II of the contract.

3. The price is agreed for a unit of the provided service.

4. The contractual price for realization of the work /partial subject of the work/ is due based on the tax document (invoice) with all the details under the valid legal rules (stating the number of Client's order) issued as to the date of taxation based on the confirmed record on performed works.

5. The issued tax document (invoice) is due within 14 days following its issue, unless agreed otherwise by the contracting parties and stated in the order or in any other document in writing.

6. The Contractor shall deliver the issued tax document (invoice) to the Client either together with delivery of the subject of the work /partial subject of the work, or via provider of postal services or via electronic post.

7. In case of any delay with the payment the Contractor is entitled to charge the contractual penalty equal to 0,1 % of the purchase price for each day of the delay. The payment of the contractual penalty does not relieve the Client of his duty to pay all the provable costs to the Contractor connected with debt recovery and to provide the damage compensation.

8. The Contractor reserves his right to request the payment for the realized subject of the work /partial subject of the work/ in the place of takeover in cash, especially if the Client is repeatedly not fulfilling his obligations from the contractual relation.

9. In case of unsuccessful heat treatment, for which the Contractor is not responsible especially due to improper Client's requirements, eventually hidden defects of the material, mismatch of material etc., the Client is obliged to pay the price for the realized heat treatment. In case of any additional heat treatment of the work, the Client is obliged to pay the costs for the additional heat treatment.

VII.

Technical conditions 

1. The technical conditions are the approved (by the third party defined by the Client) technical specification, which defines the properties of products for the period of their lifecycle, method of verification of these properties and defines the conditions for their production, inspection, takeover and their operation and removal of defects.

2. The technical conditions specified by the Client are binding and form an inseparable part of the Contract.

3. The Client is responsible for updating the technical documentation stored on a long-term basis at the Contractor. The Client is also responsible for the consequences resulting from not-updated technical documentation.

4. If the Client's documentation does not specify the process of heat treatment, the Contractor is entitled to use such process of heat treatment that is considered as optimal for proper fulfilment of the subject of work according to the order.

5. The Contractor does not perform any input inspection of the quality of the material delivered by the Client and thus is not liable for the quality of the material.

6. The Client is obliged to state the initial state of the material and realization of previos operations of heat processing that can influence the outcome of requested heat processing. The Client is obliged to notify the Contractor particularly of welded or soldered semi-finished products and of those that include closed internal shapes.

7. In the order, the Client is obliged to indicate the delivered semi-finished products that are designed as safety parts (i.e. parts that can, by the purpose of their usage, endanger persons´health and lives), which is by indicating letter D or A. In safety parts, the Contractor always carries out testing. Testing of safety parts is charged in accordance with the Contractor´s valid services price list.

8. If the Contractor carries out heat processing (i.e. heat processing of the testing batch), the Client acknowledges that the semi-finished products delivered by the Client can be destroyed or damaged during heat processing, without Contractor´s obligation to compensate their value.

                                                          VIII.

Inspection, guarantees, liabilities

1. The Contractor is obliged to deliver to the Client the subject of the work /partial subject of the work in the agreed quality and in conformity with the technical norms, drawings and instructions of the Client and the data stated in the order. The Contractor shall be obliged by the Client's instructions (however, the Contractor is obliged to inform the Client on unsuitability of the instructions). In case the Contractor is not presented any drawings or detailed instructions for realization of the partial subject of the work by the Client, the Contractor is obliged to realize the partial subject of the work with professional care.

2. The Contractor and the Client agreed that the inspection of all the properties of the agreed services shall be performed, based on the Client´s order, by the Contractor, who shall issue a written report (atest) on the performed inspection of hardness. The report on inspection shall be invoiced by the Contractor separately as the additional service to the requested heat treatment for the Client.

3. If the Client discovers any apparent defects at the takeover, he is obliged to comment upon the defects in a report, which shall be delivered to the Contractor without undue delay within 5 working days after takeover of the goods at the latest.

4. In case the Client discovers any defects (hidden defects), especially quality defects, at the professional takeover (provision of section 2112 following the section 26125 of the Civil Code), he is obliged to comment upon the defects in a report, which shall be delivered to the Contractor without undue delay within 30 working days after takeover of the goods at the latest.

5. The Contractor shall initiate the complaint procedure provided that the Client states in the report the position of the defect and how the defect can be recognized, and further provided that no other adjustments were made (or initiated) on the claimed elements. The Client is not entitled to withdraw from the Contract in case the goods heat treated cannot be presented in a state as it was delivered to the Client. The Client is obliged to enable the Contractor to examine the claimed elements, to measure them or to perform other tests.

6. Hardness measurement is performed under the valid ČSN norms. The method and surface for measurement shall be defined by the Contractor under his professional knowledge, unless stated in the drawings documentation. In case of any specific requirements on hardness measurement, the Client shall define these in the order or in the Contract for Work. The tolerance for the hardness control is 3% of the measured value by the HBW or HV5 method and higher and the one Rockwell grade HRc.

7. The verification of intensity of chemical-heat treatment is performed under valid ČSN and DIN norms. Unless the limit for Eht calculation is stated in drawings, the limit is defined under the norm ČSN ISO 15 787. Any other or different requirements shall be agreed by Client and the Contractor in advance and defined in the Contract for Work or in technical drawing documentation.

8. In case the verification of intensity of chemical-heat treatment is required by the Client, he is obliged to provide the Contractor with a reference sample of the material or give his consent with destruction of an element in order to verify the intensity of chemical-heat treatment. In other cases the Contractor shall not issue any report of the metallographic laboratory on verification of intensity of chemical-heat treatment.

9. Unless stated otherwise in the Contract, the Contractor is liable for hardness value in the range of ±1 HRc, ±15 HV or ± 10 HBW. As for the technology of surface induction hardening the tolerance of required hardness is defined based on mutual agreement between the Contractor and the Client. In case of conversion of units from MPa to HBW the Contractor is not liable for the values of MPa equalling the requested hardness limit, unless the bursting tests are performed based on which the process of heat treatment shall be adjusted.

10. Should the Client require another method of verification of heat treatment quality, the requirement shall be stated in the Contract for Work or in technical documentation and agreed mutually by the contracting parties.

11. The Contractor is not liable for defects in the material, which have their origin in metallurgic processing and show during the heat treatment, and neither is liable for defects caused by inappropriately designed production technology, by reasons of inappropriate choice of material without prior consultation with the Contractor.

12. In case of heat treatment of the delivered semifinished products via cementation technology, the breaching of the requested thickness of the cementation layer in the whole circumference of the delivered semifinished product is not considered as the defect of the heat treatment /defect of the subject of the work, of the partial subject of the work/, when on the surface contacts of the heat treated semifinished products is the cementation layer thinner, which is caused by the mutual contact of the surfaces in the colleting /batch/ grids.

13. With regard to contractual provision of paragraph 1 article II hereof, the Client is not entitled to claim the defects of the subject of the work /partial subject of the work/ consisting in the thinned cementation layer on the surface contacts of the heat treated semifinished products and therefore he is not entitled to any claims in terms of liability for defects, unless stated by the Client in the order the requested method of lay-out of the delivered semifinished products in the colleting /batch/ grids, so that the thinned cementation layer in the surface contacts does not prevent the future proper using of the heat treated semifinished products.

13. After finishing the heat treatment the goods shall be taken over by the Client within 10 days at the latest following the date when the Contractor announces the finishing of the work to the Client, unless agreed otherwise by the contracting parties. In case the storage period of the goods exceeds 10 days in spite of the written reminder of the Contractor, the Client shall be charged a storage payment in amount of CZK 10,- per 1 kg of the goods and a day, for the orders in weight exceeding 10 kg.

14. The right to claim defects of the goods cannot be applied if the Client did not presented a report on defects of goods without undue delay to the Contractor and under the previous provisions of the Business Terms and Conditions, with application of section 2112 of the Civil Code on unenforceability of right to claim defects.

15. In compliance with § 1395 of the New Civil Code, the Contractor is entitled to retain Cilent´s property (delivered semi-finished products handed over to heat processing) and to secure its claims due vy the Client by virtue of payment for the work. The Client will be notified of such retention in writing, where the Client´s retained property will be indicated and the reason for such retention will be clarified.

IX.

                     Protection of information, documents and records

1. Any and all documentation presented by the Clients is the intellectual property of the Client and the Contractor is not entitled to make it accessible to the third parties or use it in conflict with the purpose for which it was provided. The Contractor is obliged to return to the Client any and all originals and copies of this documentation together with takeover of the work at the latest.

2. The contractual parties are obliged not to make accessible any information they receive within the business cooperation to the third parties and not to use the information at relations with third persons, unless the other contractual party gives its consent thereto in advance.

3. The employees and persons in the business-law relation to the Contractor, who obtain the relevant information in their job position, are not considered as the third persons. However, these persons have to be obliged with confidentiality.

X.

Closing provisions 

1. The other relations between the Client and the Contractor resulting from the Contract for Work are governed by the respective provisions of the Act No 89/2012 Coll., Civil Code, as amended.

2. The Contractor and the Client will, in possible solving of the disputes from the contract for work, proceed in order to settle the disputes out-of-court. In relation tto requested compensations, particularly their amounts, the economical circumstances in contracting parties, nature, scope and duration of business relations, and the value of the services of heat processing will be considered in good faith.

3. The Client hereby declares that he read these Business Terms and Conditions and that he accepts the Business Terms and Conditions as the obligatory document applicable in future for repeated orders, provided that another Contracts for Work with the Contractor shall be concluded by the Client.

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