1. Introduction
These General Terms and Conditions for the Purchase of Goods and Services (“Conditions”) govern all purchases made by KV material s.r.o. (the “Buyer”) from suppliers (the “Supplier”). Any deviation must be expressly agreed in writing by the Buyer.
2. Definitions & Interpretation
Definitions applicable to these Conditions include (inter alia): Buyer, Supplier, Goods, Services, Order, Contract, Delivery Location, Delivery Date, Intellectual Property Rights, Personal Data, Affiliate. Headings are for convenience only.
3. Application & Order of Precedence
These Conditions apply to all Orders issued by the Buyer and prevail over Supplier terms unless expressly amended in a written agreement signed by authorized representatives of both parties.
4. Orders & Contract Formation
An Order becomes a Contract when the Supplier accepts it in writing or commences performance. Acceptance by the Supplier that conflicts with these Conditions does not bind the Buyer unless expressly agreed in writing.
5. Supplier Performance & Warranties
The Supplier shall supply Goods and perform Services in accordance with the Contract, applicable laws and standards, Buyer instructions and industry practice. The Supplier warrants conformity, absence of defects and fitness for purpose.
6. Prices, Taxes & Invoicing
Prices are fixed as stated in the Order. Prices include packaging, transport, insurance and any duties unless otherwise agreed. Invoices must reference the Order number and follow Buyer invoicing instructions.
7. Delivery, Risk & Title
Delivery shall be made in accordance with agreed delivery terms (Incoterms where referenced). Risk passes upon delivery at the Delivery Location as agreed. Title passes upon full payment unless otherwise agreed.
8. Inspection, Acceptance & Remedies
Buyer may inspect Goods and Services. Non-conforming items may be rejected and the Supplier shall, at Buyer’s option, repair, replace, re-perform or reimburse for non-conforming Goods or Services at Supplier’s expense.
9. Warranty Period
Unless otherwise agreed, the warranty period is twenty-four (24) months from delivery or acceptance, whichever is later. Replaced or repaired items are warranted for the longer of the remaining warranty period or twelve (12) months from remedy.
10. Intellectual Property Rights
The Supplier warrants that Goods and Services do not infringe third-party IPRs and shall indemnify the Buyer against any claims. Supplier grants Buyer a perpetual, worldwide, royalty-free license to use any supplied software or documentation to the extent necessary for the Buyer’s use of the Goods or Services.
11. Confidentiality & Data Protection
Parties shall keep confidential non-public information and use it solely for performance. Where Personal Data is processed, the Supplier shall comply with applicable data protection laws (including GDPR) and enter into a DPA if required.
12. Subcontracting
Subcontracting material obligations requires Buyer’s prior written consent. Supplier remains fully liable for acts and omissions of subcontractors and must flow-down applicable obligations.
13. Compliance, Anti-Corruption & Export Controls
The Supplier shall comply with all applicable laws, including anti-corruption, competition, environmental, health & safety and export control laws. The Supplier shall not be listed on restricted or sanctions lists.
14. Liability & Indemnification
Supplier indemnifies Buyer against losses arising from Supplier’s breach, negligence or IPR infringement. Except for willful misconduct, gross negligence, personal injury or where mandatory law provides otherwise, liability is limited to the contract value or as otherwise agreed.
15. Insurance
The Supplier shall maintain adequate insurance (product liability, professional indemnity and employer’s liability as applicable) and provide certificates upon request.
16. Force Majeure
Neither party is liable for non-performance due to events beyond reasonable control. Affected party shall notify the other and use reasonable efforts to mitigate. Prolonged events may permit termination.
17. Termination
Buyer may terminate for cause (material breach, insolvency) or, where agreed, for convenience subject to payment for accepted work. Supplier shall cooperate with transition and return Buyer property.
18. Miscellaneous
Assignment requires prior consent (except Buyer’s assignment to Affiliates). If any provision is invalid the remainder remains effective. No waiver is effective unless in writing.
19. Governing Law & Dispute Resolution
The Contract is governed by the law specified in the Order. In absence of specification, the law of the Buyer's registered seat applies. Disputes shall be submitted to the courts specified in the Order or to the jurisdiction of the Buyer’s registered seat.
KV material s.r.o.
General Terms and Conditions for the Purchase of Goods and Services