General Terms and Conditions of Sale

1. Scope

1.1These General Terms and Conditions of Sale ("Terms") govern every sale of goods by IPF Industry s.r.o. ("IPF", "we") to a business customer ("Buyer"), whether the order is placed through the IPF storefront at www.ipf-industry.com, by e-mail or in any other way.

1.2IPF sells to businesses only. By ordering, the Buyer confirms that it acts in the course of its business and not as a consumer.

1.3A written agreement signed by both parties (for example a framework agreement or an individual price agreement) prevails over these Terms where the two differ. The Buyer's own terms and conditions do not apply, even if the Buyer refers to them in an order and IPF does not object to them.

2. Storefront accounts

2.1Storefront access is given to the contact persons the Buyer has registered with IPF. Self-registration is not available.

2.2The Buyer is responsible for everything done through its users' accounts. The Buyer must tell IPF without undue delay when a contact person leaves or should no longer have access; IPF then withdraws that access.

2.3Prices shown to a signed-in user are the Buyer's own agreed prices. They are confidential to the Buyer and may not be passed to third parties.

3. Orders and conclusion of the contract

3.1An order submitted through the storefront or sent to IPF is the Buyer's offer to buy. Storefront orders are accepted only in the pack quantities shown for each product.

3.2A purchase contract is concluded only when IPF confirms the order in writing, which it normally does by e-mail. The automatic acknowledgement shown after an order is submitted is not a confirmation.

3.3Where an ordered product has no agreed price for the Buyer, IPF will quote a price before confirming that line. No contract arises for that line until the Buyer has accepted the quoted price.

3.4IPF may decline an order or part of it, in particular where the goods are unavailable, the Buyer has overdue debts to IPF, or the sale would breach applicable law, including sanctions and export-control rules.

3.5Any change to a confirmed order requires IPF's written consent.

4. Prices

4.1Prices are those agreed individually with the Buyer, or otherwise those in the price list IPF has provided to the Buyer, valid on the day the order is confirmed.

4.2Prices are stated in the currency agreed with the Buyer. Unless stated otherwise, they exclude VAT, packaging for shipment, transport and insurance. VAT is charged where required by law.

4.3For intra-EU deliveries without VAT, the Buyer must provide a valid VAT identification number. If it does not, IPF will charge VAT.

5. Payment

5.1IPF invoices the goods on or after dispatch. The invoice is payable by bank transfer to the account stated on it, by the due date stated on it. Unless agreed otherwise, the due date is 14 days from the invoice date.

5.2IPF may require payment in advance or a deposit, in particular for a first order, for goods sourced specially for the Buyer, or where the Buyer has overdue invoices.

5.3Payment is made when the full amount is credited to IPF's account. Bank charges on the Buyer's side are borne by the Buyer.

5.4If the Buyer is late with any payment, IPF may charge statutory default interest under Czech law and may suspend further deliveries until all overdue amounts are paid.

6. Delivery

6.1Unless agreed otherwise, IPF ships the goods by a carrier of its choice to the delivery address agreed with the Buyer, at the Buyer's cost. The Buyer may also collect the goods in person by arrangement.

6.2Delivery dates are estimates unless IPF has confirmed a date in writing as binding. IPF will tell the Buyer when it learns that a confirmed date cannot be met.

6.3IPF may make partial deliveries; each is invoiced separately. Where part of a confirmed order cannot be supplied within a reasonable time, IPF may cancel that part by notifying the Buyer. In that case the Buyer pays only for the goods actually delivered.

6.4Risk of loss of or damage to the goods passes to the Buyer when IPF hands them over to the first carrier or, on collection, to the Buyer.

6.5Ownership of the goods passes to the Buyer only when the purchase price has been paid in full.

7. Inspection on delivery

7.1The Buyer must inspect the goods on delivery. Visible transport damage must be recorded on the carrier's delivery document and reported to IPF, with photographs, within 2 working days of delivery.

7.2Missing items, wrong items and other defects detectable on inspection must be reported to IPF within 14 days of delivery. Hidden defects must be reported without undue delay after they are discovered, and no later than 6 months after delivery.

7.3Complaints are handled under IPF's Returns and Complaints Policy, available at www.ipf-industry.com.

8. Rights from defective goods

8.1IPF is liable for the goods being free of defects when risk passes to the Buyer. IPF gives no guarantee of quality (záruka za jakost) beyond this, unless it has agreed one in writing.

8.2For a defect reported in time, IPF will, at its choice, replace the goods, grant a reasonable price reduction (normally as a credit note), or refund the price against return of the goods. The Buyer may withdraw from the contract for a defect only if IPF fails to remedy it within a reasonable time.

8.3IPF is not liable for wear and tear, which is inherent in consumable parts such as nozzles, electrodes, shields and swirl rings, or for defects caused by incorrect installation, use outside the equipment manufacturer's operating parameters, improper storage, or modification of the goods.

9. Compatible parts and trademarks

9.1Products sold under the IPF brand are designed to fit the equipment named in their description. Manufacturer, system and torch names are used only to identify that fit. They are trademarks of their respective owners, and IPF is not affiliated with, sponsored by or endorsed by those owners.

9.2The Buyer is responsible for choosing parts suitable for its equipment and application. IPF's technical information is given in good faith and does not replace the equipment manufacturer's instructions.

10. Limitation of liability

10.1IPF is not liable for loss of profit, loss of production, downtime, or any other indirect or consequential loss.

10.2IPF's total liability arising from a contract is limited to the purchase price of the goods to which the claim relates.

10.3The limitations in this Article do not apply to harm caused intentionally or through gross negligence, to harm to a person's life or health, or where Czech law does not allow liability to be limited.

11. Sanctions and export control

11.1The Buyer will comply with all sanctions and export-control laws that apply to the goods, including those of the European Union.

11.2The Buyer will not sell, export or re-export the goods, directly or indirectly, to the Russian Federation or Belarus, or for use in those countries. A breach of this obligation is a material breach of the contract, entitling IPF to withdraw from all contracts with the Buyer and to stop all deliveries.

12. Force majeure

12.1Neither party is liable for a delay or failure caused by circumstances beyond its reasonable control, such as natural disasters, war, epidemics, actions of public authorities, or disruption of transport or supply. The party affected will notify the other without undue delay. If the circumstance lasts more than 60 days, either party may withdraw from the affected contract.

13. Governing law and disputes

13.1These Terms and every contract they govern are subject to the law of the Czech Republic, in particular the Civil Code (Act No. 89/2012 Coll.). The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

13.2The parties will first try to settle any dispute by negotiation. Disputes that cannot be settled are decided by the Czech court with jurisdiction over IPF's registered office.

14. Final provisions

14.1These Terms are written in English. If a translation is provided, the English version prevails.

14.2IPF may change these Terms. The version in force on the day an order is confirmed applies to that order. IPF will notify Buyers with a storefront account of material changes in advance.

14.3If any provision of these Terms is invalid or unenforceable, the remaining provisions remain in force.

14.4Questions about these Terms: sales@ipf-industry.com.