Terms and Conditions :: Build Synergy s.r.o.

Preamble
1. These general terms and conditions for the execution of the work (hereinafter referred to as "Conditions") within the meaning of Section 1751(1) of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as "CC") determine part of the content of the contract for the work concluded between the Contractor and Build Synergy s.r.o., ID No.: 053 07 902, as the Client (hereinafter referred to as "Contract").
2. The Conditions form an integral part of the Contract, whereby any deviating provisions in the Contract shall prevail over the provisions of the Conditions. The deviating modification of certain provisions of the Contract shall not affect the remaining provisions of these Conditions.
The Contract
1. The Contract may be amended only by written numbered amendments signed by authorised representatives of both parties. Such amendments shall become an integral part of the Contract.
2. In the event that the Contract is superseded by a Purchase Order, these Conditions shall apply, including the terms and conditions set out in the relevant quotation accepted by the Customer. Unless otherwise specified below, the contract shall also mean the relationship established by the order.
Subject matter of the Contract
1. The contractor undertakes to deliver the work as specified in the contract and the client undertakes to accept and pay for the work.
2. The subject of performance includes the delivery of all documents, documentation and certificates necessary for the proper use of the work.
3. The contractor undertakes to carry out, at his own expense and risk, any works or activities or other performance necessary for the proper execution and use of the work, even if the contract does not expressly mention them.
4. Any cooperation required by the Contractor from the Client must be clearly and fully described in the contract and/or its annexes. In the event that the Client's specific cooperation is not so agreed in writing between the parties, the Client is not obliged to do so and the Contractor shall handle the matter independently.
5. The contractor shall be obliged to carry out the work in accordance with the applicable and effective legal regulations, in accordance with the approved technological procedures laid down in the applicable technical standards and safety regulations, as well as in accordance with the current standard for the technologies and procedures used for the type of work in order to maintain the agreed quality of the work.
6. The Contractor declares that, prior to the conclusion of the contract, he has duly acquainted himself with all the documents and facts relevant to the execution of the work and that, after due study, he considers the documents provided to be complete and sufficient for the proper execution of the work within the agreed scope, in the manner and at the agreed price.
7. The Contractor further declares that he has verified the technical design, the statements of dimensions, the specifications of materials and equipment, the scope of related and accompanying activities, including in relation to other trades and related works, has familiarised himself with the conditions of performance of the work (incl. the conditions of climate, terrain, geology, water management and construction readiness), with all these circumstances being taken into account in the price of the work and the time of its performance.
8. The Client undertakes to accept the work, to pay for it and to provide the agreed assistance for its execution.
Price of the work
1. The price of the work is agreed as a fixed price. The price shall include all costs incurred by the contractor in connection with the performance of the contract, in particular (but not exclusively) the costs of packaging and transporting the equipment to its destination, insurance, site equipment, testing and commissioning.
2. The price of the work shall apply to the scope of the work and the delivery period set out in the contract. Changes to the scope of the work and its conditions must be agreed in writing.
Payment terms
1. Unless otherwise specified in the contract or in the payment schedule, the following payment terms shall apply:
  - payment of 100 % of the price of the work after handover of the work free from defects and deficiencies preventing the use of the work.
  Payment of the price of the work shall be secured by contractually agreed terms.
2. The invoice is due 45 days from the date of delivery to the client.
3. The date of delivery of the work (part of the work) is also the date of the taxable performance.
4. The deposit slip or invoice must contain the elements of a tax document.
5. The date of payment of monetary obligations shall be the date on which the amounts due are credited to the contractor's account.
Dates of performance
1. The subject matter of the contract shall be performed as a whole on one agreed date or in stages according to partial dates (milestones) agreed for that purpose.
2. If the period of performance is fixed by a specific date in the contract and the client is in delay in providing the agreed cooperation, the period of performance shall be extended by the period of the client's delay and by the delay caused by such delay. This also applies if the cause of the delay does not cease until after the expiry of the contractually stipulated period of performance. The contractor shall not be in default in the performance of the object of performance or part thereof in accordance with the contract. In the event that the fulfilment of the customer's obligations is carried out at a time when the weather conditions make it demonstrably impossible to carry out the work, the period of performance shall be further extended by the time during which the contractor was unable to carry out the work for this reason.
Cooperation of the client
1. The client shall provide the contractor with a valid building permit for the entire scope of the work within the meaning of the applicable building regulations, or other valid consents or permits required by law or administrative decisions.
2. The client shall hand over the documents referred to in the contract to the contractor within the time limit specified in the contract, otherwise within a time limit allowing for the proper execution of the work.
3. For the documentary part of the documentation, the client shall secure the statements of the public authorities, OHS and PO.
4. The client shall hand over to the contractor the items which, according to the contract, were to be procured by the client so that the contractor can meet the agreed deadlines. If the client insists in writing on the use of the items procured by the client and handed over to the contractor for the execution of the work, despite the contractor's warning of their unsuitable nature, the contractor shall not be liable for defects and damage caused by the use of such items. The same applies to defective instructions of the client.
5. If, in the course of preparation or during the execution of the construction, the need arises for decisions or changes in decisions of sanitary, energy, traffic, water or other authorities, the client is obliged to secure such decisions or changes in good time, to ask these authorities for a discussion and decision, and to invite the contractor to this discussion with these authorities if he considers it expedient.
Handover and acceptance of the work, transfer of ownership
1. The contractor's obligation to carry out the work shall be fulfilled by its proper completion and handover to the client. The work shall be deemed to be properly completed if it is free from defects on acceptance. The Client is entitled, but not obliged, to accept the work even with minor defects and imperfections which, either alone or in conjunction with others, do not prevent the proper use of the work.
2. The Contractor is obliged to notify the Client in writing of the date of handover of the work at least 7 days in advance.
3. The client is obliged to take over the duly completed work at the place of its execution on the basis of the contractor's notification. The client is not obliged to take over work that is defective or incomplete. Unless otherwise agreed between the parties, the client is not obliged to accept only part of the work.
4. Until the work has been handed over, the client shall not have the right to dispose of the work or any part thereof or to put it into operation himself without prior written agreement with the contractor.
5. A handover report shall be drawn up between the client and the contractor on the handover and acceptance of the work. The handover report shall include in particular:
  1. identification data on the work and its parts;
  2. an assessment of the quality of the work or part thereof;
  3. a declaration by the client that he accepts the work or part of the work to be handed over;
  4. a list of the annexes.
6. In accordance with Paragraph 3.2 of these Conditions, the Contractor is obliged to hand over to the Client together with the Work all documents, documentation and certificates necessary for the proper use of the Work (hereinafter referred to as "documents"), in particular (but not exclusively):
  1. the accompanying technical documentation ("PTD"), in six copies (in particular, the documents on the technical tests carried out on the work, the documents on the attestations carried out, the inspection and test plan ("T&Tplan"), safety data sheets, technical data sheets, a copy of the weighing slips, instructions for the work in the Czech language, as well asa copy of the proof of the environmental disposal of the residual materials used by the contractor in the execution of the work, if such materials were used and if their disposal is required by law, including confirmation that this document has been entered into the integrated system of reporting obligations - "ISPOP");
  2. documentation of the actual execution of the work ('DSPD'), all documented by photographs, which will be provided to the contractor on a flash drive or similar data carrier.
7. Failure to submit the complete documents for the work to the Client together with the work (see previous paragraph) shall constitute a defect in the work which shall prevent payment of the retainer (see Article 9 of these Conditions, in particular paragraphs 9.3 and 9.4 thereof). This also applies if the work is performed in parts.
8. The contractor undertakes to make the documents available for inspection by the client at any time after the conclusion of the contract/confirmation of order, to the extent that they exist at that time. The contractor is entitled to make copies, photocopies or certified copies (copies) of these documents. This obligation of the contractor shall continue after the termination of the contract. This shall be without prejudice to the obligation to hand over documents to the Client under the conditions set out in these Conditions.
9. The Client shall not be entitled to refuse to accept the Work due to defects in the items which it has procured and handed over to the Contractor for the performance of the Work and insisted on the performance of the Work using such items despite the Contractor's warning of the unsuitability of such items.
10. The contractor shall bear the risk of damage to the goods and materials used for the execution of the work until the work has been completely handed over, including the parts of the work to which the ownership has passed to the client.
Liens (retainage)
1. The client is entitled to withhold 5% of each invoiced amount, excluding VAT, as a retention to ensure that the contractor fulfils its obligations under the contract.
2. The contractor shall quantify the retention and indicate it on the tax invoice.
3. The client shall pay half of the agreed retention within 30 days of receipt of the contractor's request, which he is entitled to do after the client has accepted the work without defects or the defects pointed out by the client at the time of acceptance of the work have been removed.
4. The client shall pay the second half of the agreed retainer within 30 days of receipt of the contractor's request, which he is entitled to do after the longest guarantee provided (Article 14 of the Conditions) has expired and all notified defects have been remedied.
Site
1. The Client shall hand over the site to the Contractor, i.e. the area defined in the construction project for the execution of the work and for the construction site equipment within the scope of the work, no later than on the day of commencement of the work. The contractor is obliged to take over the construction site on the basis of the client's prior request to take over the construction site within the time specified in the contract/order. If the date for taking over the site is not specified in the contract/order, the contractor is obliged to take over the site on the date specified in the client's invitation.
2. A record of the handover of the construction site shall be drawn up between the contracting parties specifying the extent of the site to be handed over and the individual obligations of the contracting parties.
3. Only the client's employees listed in the construction diary, or persons meeting other prescribed conditions, may enter the handed over construction site.
4. The contractor is entitled to place an information sign on the site.
5. The contractor is obliged to keep the site tidy, in particular to clean up waste, work tools, etc. at the end of the day or shift.
6. The contractor must clear the site within 15 days of handover and acceptance of the work.
7. The contractor shall be responsible for work and safety on the construction site. Entry and execution of works by other construction participants is only possible with the consent and under the conditions determined by the contractor's group leader.
8. The contractor shall familiarise the workers designated by the contractor in a qualified manner with the safety regulations in force at the work site.
9. The contractor shall provide all necessary safety precautions related to the execution of the work, including appropriate training or supervision.
10. The contractor and his employees, as well as other persons authorised to enter the construction site with the consent or on the instructions of the contractor, are obliged to use only the paths designated for this purpose by the client to access the construction site.
Construction diary
1. The contractor shall keep a construction diary on the site in accordance with the provisions of the relevant legislation, in which he shall record in particular:
  all facts relevant to the performance of the contract;
  a list of documents and official measures relating to the work;
  a list of the documentation of the work, changes and additions to the project, a list of tests of all kinds,
  the work carried out on the work on a particular day, including information on weather conditions.
2. The logbook shall be kept in such a way that it is available in 3 copies (original and 2 separable copies). The daily entries shall not leave any spaces.
3. The construction diary must be permanently accessible during working hours on site. The contractor shall provide the client with a copy of the logbook entries at least once a week. He shall keep the other copy separate from the original so that it is available in the event of loss or destruction of the original.
4. The obligation to keep a construction diary ends with the handover and acceptance of the work without defects or, where applicable, the elimination of defects and deficiencies found when the work is handed over.
5. Failure to keep the construction diary, as well as failure to comply with the particulars and manner of its keeping, or failure to ensure its accessibility on the construction site, or failure to submit it to the client, shall be considered a material breach of contract.
6. The client is entitled to monitor the contents of the logbook and to add his opinion (approval, objections, solutions, etc.) to the entries.
7. The entries in the construction diary do not constitute an amendment to the contract, but may serve as a basis for amending it.
Authorised personnel
1. The Contractor shall appoint a Contract Manager to manage the work, who shall be responsible for representing the Contractor in operational matters, for keeping the construction diary, for reporting on the work and agreeing it with the Client's supervisor and for agreeing on the status of any defects or deficiencies to be rectified and changes to the dates for rectifying them.
2. The client shall appoint one person to carry out inspections and liaise with the contractor's staff, who shall be authorised to monitor whether the works are being carried out in accordance with the design of the works, the agreed conditions, technical standards and in accordance with the decisions of the public authorities. The client shall draw the attention of the contractor to any shortcomings detected during the execution of the works in the construction diary or by e-mail to the contractor's e-mail address specified in the contract or order. Furthermore, the above-mentioned representative of the client is entitled and, if necessary, obliged to:
  coordinate the Contractor's activities with other contractors working on the site and resolve any problems that arise between the Contractor and the Client and other contractors during the execution of the work;
  instruct the contractor's workers to stop work (if the contractor's responsible authority is not available) if the safety of the work being carried out, the life or health of the workers on site, or other serious economic or environmental damage is threatened; the contractor must immediately notify the contractor's responsible person of such an intervention (this does not affect the contractor's responsibility for ensuring safety on the construction site);
  verify and take over, by means of an entry in the construction diary, within the meaning of Section 2626 of the Civil Code, the works and supplies to be
  to verify the scope of works and deliveries carried out by the contractor;
  to inspect the removal of defects and incompleteness detected upon acceptance of the work within the time limits set out in the record of acceptance of the work.
Warranty
1. The contractor guarantees to the client that the construction work carried out will have the characteristics agreed upon and specified by generally binding regulations, technical standards or usual characteristics for a period of 60 months from the date of acceptance of the work.
2. The Contractor warrants to the Client that the technology installation works carried out will have the characteristics as agreed and specified by generally binding regulations, technical standards, or usual characteristics for a period of 36 months after acceptance of the work.
3. The Contractor warrants to the Client that the machinery and equipment of the technological part delivered will have the characteristics agreed upon and specified by generally binding regulations, technical standards, or usual characteristics for a period of 36 months after acceptance of the work or after commissioning, whichever is earlier.
4. The client shall immediately notify the contractor of any defects in the subject-matter of the work by means of a written complaint, describing the defects or stating how they manifest themselves.
5. The contractor shall remedy the defect in the work within a reasonable period of time set by the client, otherwise within a period of time appropriate to the extent and nature of the notified defect, but no later than 15 days from receipt of the complaint, unless the parties agree otherwise in writing.
6. The contractor is obliged to start work on the removal of the claimed defects within 3 days of receipt of the complaint at the latest, unless a different deadline is specified in the complaint.
7. If the defect is an emergency defect or a defect that threatens the operation or safety of the work, the Contractor shall commence work to remove such defect immediately upon receipt of the complaint and shall proceed so that the defect is removed within 24 hours of receipt of the complaint. A complaint of an emergency or operationally hazardous defect may be made by telephone or e-mail.
8. The contractor is obliged to remedy the claimed defects in the work within the time limits specified, even if the contractor denies responsibility for these defects and does not acknowledge them. The costs of removing the claimed defects shall be borne by the contractor until a final court decision that the defects have been claimed unjustifiably. In such a case, the client shall reimburse the contractor for the costs incurred in removing the defects.
9. In the event of the contractor's delay in removing the defects or commencing the removal of the defects, the client is entitled to demand a discount on the price of the work or to remove the defects himself or through a third party. In such a case, the Contractor shall be obliged to reimburse the Client for the costs incurred in removing the defects within 14 days of the Client's request. The removal of defects at the contractor's expense does not affect the guarantee for the quality of the work, nor does it affect the client's entitlement to a contractual penalty for delay in removing the defects.
10. The guarantee does not cover consumables, damage caused by unprofessional intervention, failure to comply with operating regulations, failure to carry out prescribed maintenance by the client orthird party, or if, in the event of a defect, the client fails to take immediate action to limit the consequences or fails to give the contractor the opportunity to remedy the defect or to provide the contractor with adequate assistance.
11. A defect in the work is not:
  a deviation from the design which does not change the accepted solution, if it has been agreed at least by an agreed entry in the construction diary;
  the necessity to replace individual machines and equipment or their components after their service life has expired or the wear and tear of individual machines and equipment or their components in accordance with their technical conditions, standards, etc.
12. The application of the provisions of Section 2630(2) of the Civil Code, i.e. the right of the contractor to be exempted from liability for defects in the work as well as from the obligations arising from the guarantee provided under the conditions specified in the referenced provision, is excluded.
Preventive obligation
1. The contractor is obliged to act prudently and to take all measures to prevent or mitigate damage.
2. The contractor undertakes to immediately notify the client of any circumstances which could jeopardise the proper performance of the work, irrespective of the origin of such circumstances.
3. If, as a result of a breach of any obligation of the Contractor during the execution of the Work or its delivery, any financial penalty is imposed on the Client by the Investor (higher Client), the Client shall be entitled to charge the full amount of such financial penalty to the Contractor, who shall be obliged to pay it to the Client. This applies if the execution of the work under the contract concluded between the client and the contractor is part of the performance of the contract concluded between the client and the investor (higher client).
Contractual penalties
1. If the contractor is in delay in completing the work, the client is entitled to a contractual penalty of 0.05 % of the price of the work for each day of delay.
2. The Contractor is obliged to provide the Client with proof of insurance against the Contractor's liability for damage arising in connection with the Contractor's operational activities during the execution of the Work, with insurance cover at least in the amount of the agreed price for the Work (hereinafter referred to as "Contractor's insurance"), no later than five (5) days after the signing of the Contract or Order. For breach of this obligation, the Contractor shall pay the Client a contractual penalty of CZK 10,000 for each day of delay. Breach of this obligation constitutes a case of breach of contract in a material manner.
3. The contractor shall be obliged to have contractor's insurance for the entire duration of the contract and shall prove this fact to the client at his prior request at any time during the duration of the contract. In the event that the contractor breaches its obligation to have contractor's insurance for the duration of the contract, the contractor shall pay a contractual penalty of CZK 10,000 to the client. A breach of the contractor's obligation to have contractor's insurance for the duration of the contract constitutes a material breach of contract.
4. The contractor is obliged to submit a list of subcontractors to the client for approval at least 7 days before the subcontractors start their work. In the event that the work is performed by a subcontractor not approved by the Client, the Contractor shall pay the Client a contractual penalty of CZK 50,000 for each individual case and day of work in which an unapproved subcontractor participated in the execution of the work.
5. The contractor is obliged to follow the safety instructions of the client, which are an integral part of the contract or order. The contractor shall pay the client a contractual penalty of CZK 10,000 for each individual violation for non-compliance with the client's safety instructions.
6. In the event that the Contractor fails to remedy the claimed defects or does not commence their removal within the agreed time limits (clauses 13.5, 13.6 and 13.7 of the Conditions), the Contractor shall pay the Client a contractual penalty of CZK 10,000 for each day of delay.
7. The payment of the contractual penalty shall not affect the Client's right to claim compensation for damages caused by the breach of the contractual penalty.
8. Any penalties applied by the investor shall be transferred to the contractor in full on account of the implementation activity.
Trade secrets and intellectual property rights
1. Neither party shall have the right to disclose or otherwise use in any manner whatsoever commercial and technical information with which it comes into contact or which the other party provides to it in the performance of the contract without the permission of the other party. Such information shall be considered a trade secret and both Parties shall take reasonable measures to prevent unauthorised persons from becoming aware of such information.
2. Both Parties undertake to take all precautions to ensure that the intellectual property rights of third parties are not infringed.
Waste management
1. The contractor, as a waste producer, shall manage the waste arising from the execution of the work in accordance with the relevant waste legislation. The costs of the contractor for the proper management and disposal of waste shall be included in the price of the work.
2. For hazardous waste, the contractor shall comply with the relevant legislation. In the event of hazardous waste on the construction site, the contractor is obliged to inform the client without delay.
3. In the event that the contractor fails to carry out the final clean-up of waste, packaging and residues from his activities, the client is entitled to carry out the clean-up of the construction site at the contractor's expense.
Early termination of the contractual relationship
1. Pending completion of the Work, the Client shall be entitled to withdraw from the Contract or any part thereof without giving any reason. In the event that the Client exercises the right to withdraw from the Contract or any part thereof without stating a reason according to the previous sentence, the Client is obliged to pay the Contractor the amount attributable to the work (part of the Work) already performed, unless the Contractor can use the result of the work otherwise. The arrangement according to the previous sentence applies exclusively to the case when the Client withdraws from the Contract without giving any reason. The arrangement under this clause shall not affect the Client's right to withdraw from the Contract or any part thereof for the statutory reason(s) and/or for the reasons set out in the Contract and/or these Terms and Conditions.
2. The Parties may also terminate the Contract by agreement or by withdrawal. An agreement to terminate rights and obligations must be in writing, otherwise it is null and void.
3. The Customer or the Contractor shall have the right to withdraw from the Contract in the cases provided for in the Contract, these Conditions or by law.
4. Withdrawal must be in writing and shall be effective upon delivery to the other party.
5. The client is also entitled to withdraw from the contract in the following cases:
  1. the Contractor is in delay in taking over the construction site in accordance with paragraph 15.1 of these Conditions for more than 15 days;
  2. the Contractor is more than 15 days late in completing the work or meeting a partial deadline;
  3. the deadline for completion of the Work is delayed by more than 6 months due to force majeure;
  4. the contractor has been adjudged bankrupt by the court or the insolvency petition has been dismissed due to lack of assets of the contractor;
  5. the contractor has been put into liquidation or the contractor has filed for insolvency as a result of his insolvency;
  6. the contractor has breached its obligations in a material way;
  7. the contractor has breached its obligations in a less serious manner and has not remedied the breach even within the time limit set by the client;
  8. the contractor has commissioned a third party to carry out the work or part of it without the prior written consent of the client;
  9. the contract concluded between the investor and the client, which also included the execution of the work, has been terminated.
6. The contractor is entitled to withdraw from the contract if:
  1. the Client has been adjudged bankrupt by the court or the insolvency petition has been rejected due to the lack of assets of the Client.
7. The client shall reimburse the contractor in the event of withdrawal from the contract for work already carried out that corresponds to the volume of work carried out up to the time of termination and is demonstrable. The client shall have the right to refuse to pay for the work if it does not correspond to the actual inventory of work, the contractor shall be obliged to correct the inventory or to provide evidence
Delivery
1. A document shall be deemed to have been delivered as soon as the other party to the contract has received the document or it has been returned to the sending party as undeliverable or the party to the contract has by his act or omission prevented the delivery of the document. Service shall also take effect if the other party to the contract refuses to accept the document.
Other provisions
1. The client is entitled to assign and/or pledge its claims and other rights against the contractor arising from the contract/order without the consent of the contractor.
2. The contractor is not entitled to assign and/or pledge its claims and other rights against the client arising from the contract/order without the client's consent. The contractor is also not entitled to assign its rights and obligations under the contract as a whole (assignment of the contract) without the consent of the client.
3. The client reserves the right to provide a substitute contractor for as long as is strictly necessary if the contractor is unable to start work or has not started work: these costs will be deducted from the contract bill of quantities.
Final provisions
1. All obligations, as well as partial rights and obligations, between the contractor and the client shall be governed by the law of the Czech Republic, without regard to its conflict of laws provisions.
2. Rights and obligations not regulated by the contract and these Conditions shall be governed by the CC.
3. Both parties declare that they will resolve disagreements in the first instance by attempting to reach agreement. Only if no agreement is reached shall the parties submit the case to the general court of competent jurisdiction.
4. In accordance with the provisions of Section 89a of Act No. 99/1963 Coll., the Code of Civil Procedure, as amended, the Parties agree that the District Court in Frýdek-Místek, or the Regional Court in Ostrava, if the Regional Court has subject-matter jurisdiction over the proceedings, shall have jurisdiction over all disputes arising between them.

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Build Synergy s.r.o. is a company that stands out for its expertise and years of experience in the industry. Our team is made up of professionals with an innovative approach who focus on efficient and quality project execution; We utilize modern technology and state-of-the-art equipment that enables us to work quickly, accurately and with maximum efficiency.

An important part of our company philosophy is an individual approach to each client. Build Synergy emphasizes transparent communication, fair pricing and flexible solutions that meet specific customer needs.