GENERAL TERMS AND CONDITIONS
FUCHS OIL CORPORATION (CZ) spol. s r.o.
Effective from 1 April 2026
I. INTRODUCTORY PROVISIONS
1. These General Terms and Conditions (hereinafter referred to as the “GTC”) governing purchase agreements for the supply of oils, lubricants and related specialty products (hereinafter referred to as the “Goods”) are issued by FUCHS OIL CORPORATION (CZ) spol. s r.o., Company ID No. 41188063, with its registered office at Černokostelecká 2539, 251 01 Říčany (hereinafter referred to as the “Seller”).
2. Pursuant to Section 1751(1) of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the “Civil Code”), these GTC govern the mutual rights and obligations of the contracting parties arising out of or in connection with the contractual relationship between the Seller and its customers (hereinafter referred to as the “Buyer”; jointly with the Seller hereinafter referred to as the “Parties”), in particular in relation to the sale of Goods under a written Framework Purchase Agreement or under a specific Purchase Agreement concluded on the basis of a relevant Order (hereinafter referred to as the “Agreement”).
3. These GTC form an integral part of the Agreement and the Buyer expressly accepts all of their provisions. Should the Agreement differ from the provisions of these GTC, or should the provisions of the Agreement conflict with the provisions of these GTC, the provisions of the Agreement shall prevail.
4. The Agreement and these GTC are executed in the Czech language.
5. The Seller reserves the right to amend or supplement these GTC. Such amendments shall not affect rights and obligations arising during the validity of a previous version of the GTC.
II. SUBJECT MATTER OF THE AGREEMENT
1. The subject matter of the Agreement is the Seller’s obligation to deliver the Goods to the Buyer and to transfer title to the Goods to the Buyer on the basis of individual Orders placed by the Buyer, and the Buyer’s obligation to accept the Goods and pay the purchase price for them.
III. ORDERS
1. The Agreement shall be concluded on the basis of an individual written order containing at least the following information: the Goods requested (name, quantity and packaging); the purchase price of the Goods excluding VAT; the requested delivery date; the method and place of delivery (hereinafter referred to as the “Order”).
2. The current price of the Goods shall be communicated to the Buyer on an ongoing basis by the Seller's representatives. If the Buyer fails to state the current purchase price of the Goods in the Order or states it incorrectly, the Seller shall notify the Buyer and complete or correct the current purchase price of the Goods in the Order.
3. The Buyer shall submit the Order to the Seller by e-mail to: fuchs.praha@fuchs.com, or fuchs.ostrava@fuchs.com.
4. The Buyer acknowledges that, where confirmation of the Order by the Seller is required, the Order must be submitted sufficiently in advance of the requested delivery date.
5. The Buyer’s Order shall become binding upon the Seller, and the Agreement for the delivery of the specific Goods specified in the Order shall be concluded only upon confirmation of the Order by e-mail.
6. The Seller reserves the right to reject any Order without stating a reason.
7. Where Goods that are not part of the Seller’s standard product range are ordered based on the Buyer’s request and requirements, the Buyer shall be obliged to take delivery of and purchase such Goods.
If safety stock of such specially ordered Goods must be maintained in the Seller’s warehouses, the conditions relating to their off-take and purchase shall be subject to mutual agreement between the Parties.
IV. DELIVERY TERMS
1. The transport and delivery of Goods shall be governed by Incoterms 2020, subject to the deviations set out in these GTC.
2. Unless otherwise agreed, the Goods shall be delivered under the following delivery terms only:
1. FCA, DAP for collection of Goods by the Buyer within the Czech Republic;
2. FCA for deliveries of Goods by the Seller or the Seller’s carrier into the Czech Republic.
The applicable delivery term for the Goods shall be expressly agreed between the Buyer and Seller in the Agreement.
3. Where the method of transport is agreed based on a special request of the Buyer, the Buyer shall bear the risk and any additional costs associated with such method of transport.
4. If, due to reasons attributable to the Buyer, the Goods must be delivered repeatedly or by a method different from that specified in the Order, the Buyer shall bear all costs associated with repeated delivery or an alternative delivery method.
5. The Seller shall provide the Buyer with all documents relating to the Goods.
6. For the purpose of taking delivery of the Goods, the Buyer shall authorize an employee or a third party. The Seller shall be entitled to refuse delivery of the Goods to any person who fails to present a valid power of attorney or authorization confirming entitlement to receive the Goods on behalf of the Buyer.
7. The Buyer or the authorized person shall be obliged to unload and receive the Goods and confirm receipt in writing. Such written confirmation must include at least the name and signature of the person acting on behalf of the Buyer who was present during unloading and acceptance of the Goods.
8. Provided that the purchase price has been paid in full, ownership of the Goods shall pass to the Buyer:
1. in the case of delivery under Article IV.2(a) of these GTC, upon acceptance of the Goods at the Seller’s distribution warehouse;
2. in the case of delivery under Article IV.2(b) of these GTC, upon acceptance of the Goods at the place of delivery.
9. Until full payment of the purchase price has been made, all rights to the delivered Goods shall remain with the Seller. Accordingly, the Buyer shall not be entitled, outside the ordinary course of business, to dispose of the Goods, pledge them, promise them to third parties or transfer ownership as security.
The Buyer may assign its claim for payment arising from the resale of Goods that remain the property of the Seller solely for the purpose of securing the Seller’s claim for payment of the purchase price. Any such assignment requires the Seller’s prior consent. If such consent is not granted, the Buyer shall instruct its debtor (the third party) to make any payments directly to the Seller.
Where a separate agreement concerning retention of title has been concluded between the Seller and the Buyer, the provisions of such agreement shall prevail over these GTC.
10. The Buyer shall be entitled to collect receivables assigned pursuant to Article IV.9 only after all contractual payment obligations towards the Seller have been fulfilled in full. If the Buyer fails to comply with this obligation, all collected amounts shall be payable to the Seller and accounted for separately.
11. The risk of damage to the Goods shall pass to the Buyer:
1. upon acceptance of the Goods at the Seller’s distribution warehouse under Article IV.2(a);
2. upon acceptance of the Goods at the place of delivery under Article IV.2(b).
12. If dispatch or delivery of the Goods is delayed for reasons attributable to the Buyer, or if the Buyer delays acceptance of the Goods for any reason, the risk of damage shall pass to the Buyer at the moment such delay occurs.
13. Transport costs under Article IV.2(a) shall not be charged. Transport costs under Article IV.2(b) shall be borne by the Seller, unless the Agreement expressly provides otherwise.
14. Damage occurring after the transfer of risk shall not affect the Buyer’s obligation to pay the purchase price.
15. The Buyer shall confirm receipt of the Goods on the delivery note, which shall generally include delivery note number; identification of the Buyer or the Buyer’s representative; type and quantity of Goods delivered; date and place of delivery; carrier identification and driver’s name, where applicable.
16. Upon receipt, the Buyer shall verify that the delivery complies with the Order/Agreement, including in particular: quantity and type of Goods delivered; compliance with the delivery note; absence of obvious defects in the Goods or packaging (damaged packaging, visible water contamination, etc.).
17. Where defects are identified at the time of delivery, including discrepancies in quantity, damaged packaging or visible contamination, the Buyer or its representative shall record such defects in the delivery note or another document at the time of acceptance.
If no apparent defects are recorded upon acceptance and the Buyer subsequently asserts claims relating to defects that should have been apparent at delivery, such claims shall be deemed unfounded and the Seller shall not be liable for them.
18. Returnable containers in which the Goods are supplied remain the property of the Seller. These containers may not be used for any other purpose and must be returned to the Seller’s warehouse undamaged, empty, and complete with all parts and accessories.
For the purposes of returnable packaging, “empty” means that no more than one percent (1%) of the originally supplied quantity of Goods remains in the container.
19. Analytical data and details regarding the quality characteristics of the Goods reflect the Seller’s best knowledge based on the current state of science and development. Samples made available before conclusion of the Agreement are indicative only and reflect average product quality at the relevant time. Where product specifications, safety data sheets or contractual documents specify certain parameters based on samples, such parameters shall be binding and final.
20. The Buyer shall be responsible for compliance with all safety and environmental regulations related to the acquisition, storage and use of the Goods following delivery.
V. EXPORT
1. In view of applicable embargo regulations (e.g. in Germany, the European Union or the United States), the Seller expressly points out that the Goods supplied by the Seller may be subject to certain export restrictions. Violation of such export restrictions may result in criminal liability.
2. The Seller shall have no obligation whatsoever to provide assistance to the Buyer in connection with the export of the Goods. If there is an agreement pursuant to which the Seller provides such assistance to the Buyer in connection with the export of the Goods, such assistance shall apply solely to the export of the Goods to the agreed place of delivery. This applies in particular to the preparation of documents required for export purposes.
VI. PRICE AND PAYMENT TERMS
1. The Buyer undertakes to pay the Seller the purchase price of the Goods, determined by the quantity of Goods delivered, the unit price applicable to the relevant type of Goods, and the agreed delivery term (Incoterm), valid on the date of delivery of the Goods, including all applicable taxes (VAT and excise duty, where applicable).
2. The Buyer may pay the purchase price of the Goods and any costs associated with the delivery of the Goods under the Agreement by the following methods:
1. in cash at the Seller’s business premises;
2. by cashless payment through a payment system;
3. by payment card at the Seller’s business premises;
4. by any other method agreed between the Parties (e.g. set-off).
3. In the case of cash payment, the purchase price shall be payable upon acceptance of the Goods.
4. The Seller shall charge the Buyer the purchase price and transport costs by means of a tax document (invoice) issued on the basis of the delivery note, where customary in commercial practice or required by generally binding legal regulations. The purchase price shall be stated on the invoice in CZK per unit of delivered Goods, including all applicable taxes.
5. Pursuant to the Czech Act on Registration of Sales, the Seller is obliged to issue a receipt to the Buyer. The Seller is also obliged to report the received payment to the tax authorities online; in the event of a technical failure, no later than forty-eight (48) hours thereafter.
6. The Buyer undertakes to pay the invoiced purchase price and, where applicable, transport costs within the agreed payment period. In the event of delay, the Seller shall be entitled to claim from the Buyer acting as a business entity a contractual penalty amounting to 0.05% of the outstanding amount for each commenced day of delay until payment is made in full.
7. In the case of cashless payment, the purchase price shall be payable within the agreed payment period following conclusion of the Agreement. The Buyer shall make payment using the relevant payment reference number. The Buyer’s payment obligation shall be deemed fulfilled upon crediting the relevant amount to the Seller’s account. Unless advance payment or another maturity date is agreed in the Agreement, invoices shall be due within fourteen (14) days from the date of issue.
8. Where advance payment is agreed in the Agreement, the Seller shall issue a pro forma invoice to the Buyer following placement of the Order. The pro forma invoice shall not constitute a tax document for VAT purposes. The Seller shall deliver the Goods only after the pro forma invoice (i.e. the full purchase price) has been paid and shall subsequently issue a proper tax document in accordance with the VAT Act.
9. In accordance with Section 26(3) of the VAT Act, the Buyer agrees to receive tax documents in electronic form, in particular via the e-mail address specified in the Agreement (Order). Electronic tax documents/invoices delivered to the Buyer shall be deemed valid invoices for VAT purposes. An invoice shall be deemed delivered on the day it is sent to the Buyer’s e-mail address.
10. If it is not evident from the Buyer’s payment identification which invoice is being paid, payments received from the Buyer shall be allocated in the following order:
1. contractual penalties;
2. default interest or other ancillary claims;
3. principal amounts under unpaid invoices (tax documents).
11. For the purpose of paying invoices/tax documents, the Buyer shall use the bank account specified on the pro forma invoice or tax document.
12. If the Buyer is in default with the fulfilment of its financial obligations towards the Seller for more than three (3) business days, the Seller shall be entitled to:
1. withhold pending deliveries of Goods until such obligations have been fulfilled by the Buyer, without such action constituting a breach of the Agreement or affecting the Seller’s right to immediately withdraw from the Agreement;
2. supply further Goods only if the Buyer pays the outstanding amount and the purchase price of the additional Goods in advance.
13. The Buyer may set off or assign any claim it has against the Seller only with the Seller’s prior written consent, unless otherwise provided in these GTC.
VII. COMPLAINTS
1. The rights and obligations of the Parties with respect to claims arising from defective performance shall be governed by the applicable generally binding legal regulations, in particular Act No. 89/2012 Coll., the Civil Code, as amended, and Act No. 634/1992 Coll., on Consumer Protection, as amended.
2. The Buyer or a carrier authorized by the Buyer shall inspect the Goods immediately upon delivery and acceptance. Any apparent defects in the Goods must be reported to the Seller in writing immediately upon acceptance of the Goods.
3. When handling defective Goods, the Buyer shall ensure that any rights or claims of the Seller against third parties (including carriers and other persons who handled the Goods) are preserved. The Buyer shall also inform the Seller of any defects in the Goods that may give rise to such rights or claims.
4. The Seller shall not be liable for defects caused after the risk of damage to the Goods has passed to the Buyer.
5. The Buyer shall report any defects in the Goods directly to the Seller. Detailed conditions for submitting complaints are governed by the COMPLAINTS PROCEDURE OF FUCHS OIL CORPORATION (CZ) spol. s r.o., which forms an integral part of the Agreement.
6. In the event of complaints relating to the quality of the Goods, a sample in sufficient quantity must be sent to the Seller without undue delay. The remaining Goods in their original packaging, as well as any Goods that may have been used, must be secured and stored separately. The Buyer must subsequently enable the Seller to take all necessary measures to inspect the Goods concerned by the complaint.
7. The complaint period for Goods purchased by a Buyer acting in the course of business shall be one (1) year from the date of delivery of the Goods. This one-year period shall also apply to claims arising from unlawful acts based on defects in the Goods concerned.
If the Buyer acting in the course of business fails to submit a complaint within seven (7) days from the date on which the defect became known, the Seller’s liability for defects towards the Buyer shall expire.
Quality defects that can only be identified through special testing procedures must be reported by a Buyer acting in the course of business no later than two (2) business weeks from the date on which the defect became known.
8. The Seller shall not be liable to the Buyer for any direct or indirect damages, loss of profit, or non-material harm arising from improper use of the Goods.
For cases involving direct or indirect damages, loss of profit, or non-material harm resulting from the Buyer’s use of defective Goods, insurance coverage has been arranged by the Seller’s parent company.
9. The Seller shall not be liable to the Buyer or to any third party for damages arising from contractual relationships entered into by the Buyer with third parties, including, in particular, consequential or indirect damages.
10. The Seller’s total liability to the Buyer for any loss arising out of or in connection with the Agreement, including loss of profit and non-material harm, shall be limited to CZK 100,000.
VIII. REACH
1. Taking into account the rights and obligations arising from Regulation (EC) No. 1907/2006 of the European Parliament and of the Council concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH) (the “REACH Regulation”), the Seller hereby informs the Buyer that it has fulfilled all obligations relating to the Goods subject to the REACH Regulation and covered by the Agreement, and that such Goods have been duly registered in accordance with the requirements of the REACH Regulation.
IX. FORCE MAJEURE
1. A Party shall not be deemed to be in breach of the Agreement if it fails to perform, or delays in performing, any of its obligations due to an obstacle, event or circumstance that arose independently of its will, is beyond its reasonable control, prevents it from performing its obligations properly and on time, and could not reasonably have been foreseen, avoided or overcome by the affected Party or whose consequences could not reasonably have been prevented or overcome, provided that the affected Party notifies the other Party of the nature and expected duration of such obstacle, event or circumstance as soon as reasonably possible.
2. For the purposes of Article IX.1 of these GTC, such obstacles, events or circumstances shall include, but shall not be limited to: war; nationwide or industry-wide strikes; earthquakes; floods; fire; terrorist attacks; production accidents; unexpected production outages; unexpected shortages of materials required for the manufacture of the Goods; industrial disputes; shortages of raw materials; transport disruptions; disproportionate increases in transportation costs; or acts of government authorities.
3. Where a Party is unable to predict the duration of a force majeure event as described in Article IX.1, it shall inform the other Party thereof as soon as possible after becoming aware of such event, or on the date the force majeure event occurs. Upon request of the other Party, the affected Party shall provide evidence and justification of the existence of the force majeure circumstances.
4. Any agreed deadlines shall be extended by the duration of the force majeure event. If such event continues for more than thirty (30) days, either Party shall be entitled to terminate the Agreement in writing without any adverse legal consequences for the terminating Party.
X. CONFIDENTIALITY AND COOPERATION
1. The Buyer and the Seller acknowledge that all data, information and facts relating to the other Party, its activities in connection with the Agreement and its performance, as well as the existence and contents of the Agreement, of which they become aware in any manner whatsoever, constitute confidential information and, at the same time, the Seller’s trade secrets.
The Buyer and the Seller undertake not to disclose such data, information and facts to any third party and not to use them for any purpose other than the performance of the Agreement.
2. The Parties may disclose such information to: their legal and tax advisers and auditors who are bound by a statutory or professional duty of confidentiality; or companies belonging to the Seller’s or Buyer’s group of companies; or other persons who are bound by confidentiality obligations under a written agreement with the Seller.
3. Any services or advice provided by the Seller, as well as any information, approvals or recommendations issued by the Seller, are based on the information, samples or test series supplied by the Buyer and on the state of knowledge and technology available at the time of conclusion of the Agreement, as well as on the Seller’s best knowledge.
Any services, advice, information, approvals or recommendations provided by the Seller relate exclusively to the specific application or equipment specified by the Buyer.
4. The Buyer shall provide all necessary information in a timely manner.
The Seller shall not verify the factual accuracy or completeness of any information provided by the Buyer or by third parties. Any additional costs arising from a breach of the Buyer’s information or cooperation obligations shall be borne by the Buyer.
Any further claims of the Seller shall remain unaffected.
5. Any data and information regarding the suitability and use of the Goods shall not relieve the Buyer of its obligation to carry out its own tests and inspections.
6. The Buyer shall comply with all advice, instructions and specifications contained in approvals, test reports and any other documents relating to the Goods concerned.
The Buyer shall use the Goods only in connection with the equipment or applications to which the services, advice, information, approvals or recommendations provided by the Seller relate.
XI. UNAUTHORIZED USE
1. Goods offered and sold by the Seller shall not be used for aircraft, spacecraft and/or any of their components without the Seller’s prior express written consent, unless such Goods are completely removed before the aircraft or spacecraft is put into operation.
2. Goods offered and sold by the Seller shall not be used in connection with the primary nuclear energy circuit.
3. If the Goods offered and sold by the Seller are used in violation of the specifications set out in Articles XI.1 and/or XI.2 of these GTC, the Buyer shall indemnify and hold the Seller harmless without undue delay against any consequential damages, losses, harm and any related costs (including legal costs), unless the Buyer is not responsible for the use of the Goods contrary to Articles XI.1 or XI.2 of these GTC.
Any other claims of the Seller shall remain unaffected.
XII. NO RUSSIA CLAUSE
1. Goods offered and sold by the Seller are subject to sanctions regimes and may not be sold, supplied, transferred or exported, directly or indirectly, to Russia or Belarus, or for use in Russia or Belarus.
This prohibition also applies to the territories of Crimea, Donetsk, Luhansk and other self-proclaimed republics located within the territory of Ukraine.
2. The Buyer shall not directly or indirectly sell or re-export the Goods (including technical support or services related to such Goods, hereinafter referred to as the “Services”) to Russia, Belarus, Crimea, Donetsk, Luhansk, or any other self-proclaimed republics within the territory of Ukraine.
3. In the event of a breach of this clause, the Seller shall be entitled to:
1. immediately terminate its business relationship with the Buyer, in whole or in part;
2. immediately suspend any deliveries of Goods (including the provision of Services); and/or
3. exercise any other appropriate remedies available, including but not limited to claims for damages, loss of profit, and recovery of costs incurred.
XIII. TERMINATION OF THE AGREEMENT
1. Either Party may terminate the Agreement in writing by giving one (1) month's notice. In the case of termination of an Agreement concerning Goods specially ordered for a specific Buyer, the notice period and its consequences shall take into account inventory demonstrably created on the basis of the relevant Order and the Buyer’s termination of the Agreement.
2. The notice period shall commence on the first day of the month following the month in which the written notice was delivered to the other Party.
3. The Seller shall be entitled to withdraw from the Agreement if:
1. the Buyer breaches its obligations and fails to remedy the breach within ten (10) days of receiving the Seller’s notice requesting remedy;
2. the Buyer breaches its obligations under Article XII.2 of these GTC;
3. the Buyer fails to pay its debt within the agreed payment period;
4. the Buyer becomes insolvent, files or becomes subject to insolvency proceedings, is declared bankrupt, enters liquidation, or becomes subject to enforcement proceedings;
5. the Buyer fails to collect the Goods (FCA delivery term) within three (3) business days from the agreed collection date (applicable only to individual purchase agreements concluded on the basis of a specific Order);
6. the Buyer fails to accept the Goods (DAP delivery term) on the agreed delivery date (applicable only to individual purchase agreements concluded on the basis of a specific Order).
4. The Buyer acknowledges that, pursuant to Section 1837 of the Civil Code, it is not possible, among other things, to withdraw from an agreement for the supply of Goods that have been irreversibly mixed with other goods.
5. A Buyer acting as a consumer shall be entitled, in accordance with Section 1829(1) of the Civil Code, to withdraw from the Agreement within fourteen (14) days of receipt of the Goods. If the Agreement concerns several types of Goods or delivery in several instalments, the withdrawal period shall commence on the date of receipt of the final delivery.
The notice of withdrawal must be sent to the Seller within the above period. The consumer may send the notice of withdrawal to the Seller’s business address or e-mail address, among other means.
6. Where the consumer withdraws from the Agreement pursuant to Article XIII.5, the Agreement shall be deemed cancelled from the outset.
The consumer shall return the Goods to the Seller within fourteen (14) days from the date on which the withdrawal notice was delivered to the Seller.
The consumer shall bear all costs associated with returning the Goods, including where the nature of the Goods prevents their return by ordinary postal services.
7. Where the consumer withdraws from the Agreement pursuant to Article XIII.5, the Seller shall refund all payments received from the Buyer within fourteen (14) days from the withdrawal.
The refund shall be made using the same payment method originally used by the Buyer unless otherwise agreed without additional costs to the Buyer.
The Seller may also refund the Buyer upon return of the Goods or by another method agreed with the Buyer.
The Seller shall not be obliged to refund any payments before the Goods have been returned or until the Buyer proves that the Goods have been dispatched to the Seller.
8. The Seller shall be entitled to set off any claim for damage to the Goods against the Buyer’s claim for refund of the purchase price.
9. In cases where the Buyer has a statutory right to withdraw from the Agreement under Section 1829(1) of the Civil Code, the Seller shall also be entitled to withdraw from the Agreement at any time prior to the Buyer’s acceptance of the Goods.
In such event, the Seller shall refund the purchase price to the Buyer without undue delay by bank transfer to an account specified by the Buyer.
10. Termination of a Framework Purchase Agreement for any reason shall not automatically terminate any valid individual purchase agreements concluded under it.
Such individual purchase agreements, including all rights and obligations arising therefrom, shall continue to be governed by the Framework Purchase Agreement until their termination.
Termination of any individual purchase agreement shall not affect the validity or effectiveness of the Framework Purchase Agreement or any other individual purchase agreements.
11. Withdrawal from the Agreement or any other form of termination (e.g. notice of termination) shall not affect: the obligation to pay contractual penalties or default interest; obligations intended to survive termination of the Agreement; obligations to compensate damages; obligations to pay outstanding amounts. Termination of the Agreement shall not affect any security granted in respect of the Seller’s claims against the Buyer.
XIV. GENERAL TERMS AND CONDITIONS
1. These GTC shall apply exclusively. Any terms and conditions of the Buyer, if any, shall not apply to the contractual relationship between the Parties.
2. If the Buyer notifies the Seller of its own differing terms and conditions, or if such terms are printed in the Buyer’s documents, in particular order confirmations, such terms and conditions shall not apply.
3. The Buyer acknowledges and considers the provisions of these GTC to be reasonably expected contractual terms.
4. The Seller has specifically drawn the Buyer’s attention to those provisions that refer to these GTC outside the text of the Agreement itself, and their significance has been adequately explained to the Buyer.
XV. CONTRACTUAL PENALTIES
1. The provisions of these GTC concerning contractual penalties shall not apply to Buyers acting as consumers.
2. The Parties declare that all contractual penalties and default interest stipulated herein are fair, reasonable and fully accepted by both Parties.
3. Any agreement regarding contractual penalties or default interest shall not affect the Parties’ right to claim compensation for damages.
4. Contractual penalties and default interest shall be payable regardless of fault.
XVI. DISPUTE RESOLUTION
1. Any disputes arising out of or in connection with the Agreement that cannot be resolved amicably by the Parties shall be settled by the competent courts of the Czech Republic in accordance with the applicable laws of the Czech Republic.
2. The competent authority for the out-of-court resolution of consumer disputes arising from the Agreement is the Czech Trade Inspection Authority (Česká obchodní inspekce), with its registered office at Štěpánská 567/15, 120 00 Prague 2, Czech Republic, Company ID No. 000 20 869.
XVII. MISCELLANEOUS PROVISIONS
1. Changes in the Company's registration details, in particular changes of registered office, statutory bodies, persons responsible for the preparation and performance of the Agreement, or contact persons, shall not be deemed amendments to the Agreement.
Such changes shall be notified by the affected Party to the other Party by e-mail within ten (10) days.
2. Legal relationships not expressly governed by the Agreement shall be governed by the laws of the Czech Republic, in particular the relevant provisions of the Civil Code and other generally binding legal regulations of the Czech Republic.
The application of conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
3. Any offer made by the Seller to the Buyer may only be accepted in its entirety or rejected in its entirety.
Any modification of the offer, even if immaterial, shall be deemed a counter-offer by the Buyer and shall not constitute acceptance of the Seller’s offer.
4. Dispositive provisions of applicable laws shall take precedence over commercial customs and practices.
5. The Buyer declares that it has been informed by the Seller about the principles and procedures relating to the processing of personal data in connection with Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR) and has familiarised itself with the information on personal data processing available on the website of FUCHS OIL CORPORATION (CZ) spol. s r.o.
6. In performing the Agreement, the Parties shall comply with all applicable data protection laws and, in particular, with the General Data Protection Regulation (GDPR), and shall ensure that their employees comply with these requirements.
7. The Parties shall process the personal data obtained (names and contact details of relevant contact persons) exclusively for the purpose of performing the Agreement and shall protect such data through security measures adapted to the current state of technology in accordance with Article 32 GDPR.
The Parties shall delete personal data once its processing is no longer necessary. Any statutory retention obligations shall remain unaffected.
8. Should either Party process personal data on behalf of the other Party during the performance of the Agreement, the Seller and the Buyer shall enter into a data processing agreement in accordance with Article 28 GDPR.
XVIII. FINAL PROVISIONS
1. If any provision of the Agreement or these GTC is or becomes invalid, ineffective, unenforceable or void, this shall not affect the validity of the remaining provisions.
The Parties shall provide mutual cooperation to replace such invalid, ineffective or unenforceable provision with a valid provision that preserves, to the greatest extent possible, the economic purpose originally intended by the replaced provision.
The same shall apply in the event of a contractual gap.
2. Any amendments to the Agreement, as well as any actions aimed at amending or terminating the Agreement, shall be made in written form, either in hard copy or electronically.
For the purposes of the Parties' dealings, electronic communication conducted through the e-mail addresses specified in the Agreement or Order shall be deemed written form.
3. All rights and obligations arising under the Agreement shall pass to the legal successors of the Parties.
4. Unless otherwise provided in the Agreement or these GTC:
a) a written document shall be deemed delivered no later than on the fifth (5th) business day following its dispatch to the other Party through a postal service provider;
b) an e-mail shall be deemed delivered on the day its receipt is acknowledged by the recipient, but no later than on the fifth (5th) business day following its dispatch to the e-mail address of the respective Party specified in the Agreement.
5. The Parties confirm that they have familiarised themselves with the Seller's Code of Conduct, available at www.fuchs.com/cz, that they understand it, and that they shall comply with its provisions in full.
The Parties shall inform each other of any breach of the Seller’s Code of Conduct.
6. The Agreement, including these GTC, is concluded in connection with the business activities of the Parties, where the Buyer is also acting in the course of business, and neither Party considers itself to be the weaker contractual party.
The Parties have had sufficient opportunity to review the Agreement, including these GTC, prior to its execution, fully understand its contents, intend to be bound by it, and have adequately negotiated its contractual provisions.
These General Terms and Conditions are valid and effective as of 1 April 2026.