1.1 The terms presented herein are a part of all our contractual offers and contracts. Any potential general terms of the buyer will not be recognized, even in case they do not contradict these terms. Any disparities from these terms will require our written agreement. In addition to these terms, there are also INCOTERMS as amended.
1.2 These terms are applied to legal relationships between entrepreneurs.
2.1. Our offers are not binding. Any orders of the purchaser from us will become binding for us only after our written, e-mail or fax confirmation or supplying of the goods.
2.2. The acceptance of an offer with reservation or with a change to these terms is impossible, no matter how insignificant the reservations and/or changes might be.
3.1. The calculation of the purchase price will be based on our prices valid at the time of delivery plus the VAT as required by the law. Should our prices rise significantly (more than 10%) between signing the contract and the delivery, the purchaser is allowed to cancel the contract unilaterally for up to seven (7) calendar days after receiving information about the price increase of the goods that have not been delivered yet.
3.2. The calculation of the purchase prices will be further based on the quantity, weight or dimensions that will be ascertained at the location of dispatching.
4.1. The purchase price can be paid as a net price at the checkout and its due date on the delivery. Another payment method is a bank transfer (based on an invoice or prefacture) and also through the Comgate payment gateway.In case the due date is exceeded, the purchaser will get into delay with payment. In such case, we are allowed to charge a late payment fee, which will be determined in accordance with the applicable law. We reserve the rights to claim any other damage. The delay of payment will also mean an immediate due date of any other claims we have towards the purchaser from other business relationships.
4.2. Should any legitimate doubts about the ability of the purchaser to make the payment arise, we reserve the right to suspend any object of the payment and credits and require the payment in advance or providing of security.
4.3. The payment of the purchase price takes effect only after the amount has been ultimately credited to one of our accounts.
4.4. Mutual set-off with other than indisputable or effectively secured counterclaims, as well as the execution of the retention rights, is forbidden.
5.1. Our obligation to deliver is reserved with regard on correct and timely delivery of the goods by our suppliers.
5.2. We reserve the right to make a partial delivery. Deliveries of more/less than 10% with respect to the amount specified in the contract as a faulty performance, is allowed.
5.3. If the time of delivery is specified as “urgent (fast)”, the delivery time will be fourteen (14) calendar days.
5. 4. In case of a delayed supply to us, the purchaser is obligated to set an adequate additional delivery time of at least three (3) weeks.
5. 5. We are not responsible for the goods once they have been handed for shipping to the delivery company and once the purchaser has collected them in person. This is valid also in case we pay the shipping fee.
5. 6. Our goods are – unless otherwise stated – meant for processing at the purchaser’s own facilities.
6. Obstacles to delivery
6. 1. Wars, strikes, traffic interruption, lack of materials and/or fuel, operational and transport malfunction, force majeure and all other inevitable accidents, that prevent, delay or make the production and delivery of the goods not economically feasible, free us from our obligation to deliver the goods for their duration.
6. 2. Should the malfunction last longer than two (2) months, both parties are free to cancel the contract.
6. 3. In case of a partial or whole loss of our suppliers, we are not obligated to supply ourselves from other subcontractors. In such a case, we are free to divide the amount of goods that is left in stock with regard to our own business needs.
7. Models / technical support
7. 1. The models we provide, as well as all technical and chemical specifications are intended only for a general description of the goods. These do not contain any guarantees and do not rid the purchaser of the obligation to immediately inspect the goods after it has been delivered.
7. 2. We provide all technical support regarding the use of our goods to the best of our knowledge. However, this does not rid the customer of the obligation to inspect each and every delivery with regard to the intended use.
8. Complaints / warranty claims
8. 1. The purchaser is obligated to inspect the goods right after delivery. In case there are any qualitative and/or quantitative flaws or wrong specifications, the purchaser is obligated to immediately contact the seller in writing within three (3) days at the latest. In the case of partial deliveries of the same sale contract, this obligation of the purchaser will related to each and every partial delivery.
8. 2. Any hidden flaws of the goods must be claimed immediately after their discovery, within twelve (12) months of the delivery of the goods at the latest.
8. 3. The purchaser is required to state their business name, address, the person authorized to act on their behalf, an exact description of flawed goods, including the batch number, the number and date of the order or the sale contract, an exact description of the flaw and the right, that is claimed in the complaint. Any complaint that does not meet the above stated requirements will not be treated as a proper and timely claim of defected goods and will not lead to any warranity liability of the seller.
8. 4. Complaints do not give the purchaser any rights to retain any outstanding payments of the purchasing price or to refuse any further deliveries according to legally concluded sale contracts.
8. 5. In case of a timely and proper complaint, the purchaser has the right to receive an alternative performance. If the alternative performance is not possible for the seller, the purchaser will have a right to receive a reasonable discount or to terminate the contact. As for any claims of damage caused by faulty performance of the seller, clause 9 will be applied.
8. 6. The warranty period is one year after delivering of the goods, unless the manufacturer offers longer warranty period. The claim of any warranty rights is possible only in case the warranty conditions stipulated by the manufacturer have been met.
8. 7. The seller is responsible for legal flaws of the goods to the fullest extent of the applicable law.
8. 8. Any goods, that have been agreed to be sold as goods defined as: NT, second rate, leftover item, reclaim, waste etc. does not grant the purchaser any warranty rights for such flaws that are to be expected with regard to the qualitative definition of the goods.
8. 9. In case of any unjustified warranty claims, the seller has the right to demand from the purchaser a compensation for all expenses spent on evaluation of the reprehended flaws, on laboratory testing, transport of the goods and personal expenses. This does not affect the claim of the seller for damage compensation.
9. Damage compensation
9. 1. All contractual and non-contractual claims for damage compensation of the purchaser caused by negligence of the seller’s obligations, executive employees of the seller or other subjects, collaborating on fulfilling of the sale contract, are hereby excluded. This does not apply in case any obligation that is essential to fulfil the contract has been violated, where the liability of the seller is limited to typical foreseeable damage according to the contract and it cannot exceed the invoiced value of the goods more than two times.
9. 2. The seller is not responsible for any subsequent damage as well as any unforeseeable damage at the time of signing the contract. Unforeseeable damage includes, but is not limited to, contractual penalties paid by the purchaser.
9. 3. The purchaser is responsible to the seller for any damage caused by unjustified warranty claims of the delivered goods (complaint).
10. Reservation of proprietary rights
10. 1. We retain ownership of any delivered goods until all outstanding debts from our business dealings have been fully paid.
10. 2. While processing any goods with reserved proprietary rights, we are considered as the manufacturer and attain the ownership of newly made products. In case any goods with reserved proprietary rights are processed, linked or mixed with any goods owned by third parties, we attain co-ownership of goods manufactured in such a way, relative to the invoice amount of the goods, with reservation about other materials. In case of processing, linking or mixing the goods with reservation of proprietary rights with the main object, which is owned by the purchaser, the purchaser hereby transfers to us their proprietary rights to the new object.
10. 3. In order to secure any financial claims, the purchaser hereby grants us all financial claims from the sale of goods, which are owned or co-owned by us in the extent of our share of ownership. Other forms of transfer, as well as a part of a factoring trade, are not possible.
10. 4. The purchaser is obligated to store the goods with reservations at his own expense and in a cost-conscious manner and insure them against common risks of storage. Any claims from insurance contracts are hereby transferred to us.
10. 5. While properly repaying their liabilities, the purchaser is given the rights to freely dispose of our goods with reservation of proprietary rights in proper business functioning and is allowed to collect any claims from reselling the goods with reservations. However, the purchaser is not allowed to pledge the goods with reservation to any third parties, as well as to transfer them in order to secure any claims of third parties. The authorization to resell is not applicable in case the purchaser, along with its customer, rules out the ability to transfer the claim from reselling. The purchaser is obligated to inform as of any access of third parties to the goods with reservations or transferred claims as soon as possible.
10. 6. In case of a delay of the purchaser’s payment, we reserve the right to demand the release of any goods with reservations without providing any grace period and without terminating the contract. Moreover, while asked for the first time, the purchaser is obligated to provide all necessary and relevant information on the state of goods with reservations or transferred claims, as well as on transferring the claim to their customers.
10. 7. If the value of bonds securing our claims raises more than 20%, we will release the excess restrictions on the handling of the goods as we see fit, if asked by the purchaser.
11. Final provisions
11. 1. The place of performance for the payment of the purchase price is the company address of the seller.
11. 2. The place of jurisdiction is determined by the business address of the seller. The laws of the Czech Republic are applied. The United Nations Convention on Contracts for the International Sale of Goods (UNCIRAL) cannot be applied.
11. 3. We reserve the right to retain and process any information on the customer we were provided and use them to promote our business interests, mainly for marketing facilitation.
11. 4. We determine your satisfaction with your purchase by means of e-mail questionnaires within the framework of the Verified by Customers program, in which our e-shop is involved. These are sent to you every time you make a purchase with us, unless you refuse to receive them in accordance with Section 7(3) of Act No. 480/2004 Coll. on certain information society services. The processing of personal data for the purpose of sending questionnaires within the framework of the Verified by Customers programme is carried out on the basis of our legitimate interest, which consists in determining your satisfaction with your purchase with us. We use the processor Heureka.cz, the operator of the Heureka.cz portal, to send questionnaires, evaluate your feedback and analyse our market position; we may pass on information about the goods you have purchased and your e-mail address to Heureka.cz for these purposes. Your personal data is not passed on to any third party for its own purposes when sending email questionnaires. You can object to the sending of email questionnaires within the framework of the Customer Verified programme at any time by rejecting further questionnaires using the link in the email with the questionnaire. If you object, we will not send you the questionnaire any further.
11.5. If one of the above states provisions later proves ineffective, be it partially or in whole, it will not affect any of the other provisions.
11. 6. Any use of The General Terms of Trade of the purchaser are not admissible, as well as accepting the sale contract with reservations or determining the contents of the contract by a recapitulation letter. The purchaser hereby accepts these General Terms of Trade wholly and without objections.