Sales business conditions No.2 / 2014

  1. Introductory provisions
    These Terms and Conditions (hereinafter referred to as the “Terms and Conditions”), issued in accordance with the provisions of § 1751an. disciple. No. 89/2012, the Civil Code as amended (hereinafter "NOZ"), the company ConTree Concept as or its subsidiary ConTree Innovation sro with its registered office in Pilsen, Zborovská 6, postal code 301 00, ID number: 290 82 269, registered in the Commercial Code . of the Register kept by the Regional Court in Pilsen, Section B, Insert 1516, (hereinafter referred to as the “Supplier”), govern the rights and obligations arising from all contractual relations between the Supplier and the Customer (hereinafter also the “Contract”) in which the Supplier acts as the Seller ( in the case of purchase contracts) or as a Contractor (in the case of work contracts or in the case of contracts for the provision of other performance) and from relations concerning compensation for damage and issue of unjust enrichment arising in connection with breach of rights and obligations under the Contract. These purchase conditions take precedence over any business conditions of the Customer or their references to them contained in the Customer's documents.

  2. Interpretation of terms
    For the purposes of these Terms and Conditions (POPs) and the Agreement, the following definitions shall apply:

    • "Goods" means any movable thing, service, work performed or any other performance provided by the Supplier to the Customer

    • "Price" means the amount that the Customer is obliged to pay to the Supplier for the delivery of the Goods

    • "Delivery date of the Goods" means the agreed delivery date of the Goods to the Customer

    • "Invoice" means an invoice or other tax document by which the Price is charged to the Customer by the Supplier

    • "Contract" also means the Customer's Order confirmed by the Supplier for the delivery of the Goods, the Supplier's offer confirmed by the Customer for the delivery of the Goods

    • "Order" means any order placed by the Customer, addressed to the Supplier for the delivery of Goods to the Customer

    • "Supplier" means the Seller in the case of purchase contracts, the Contractor in the case of a work contract or any other entity which is to deliver the Goods to the Customer on the basis of the Order or the Contract. h) "Customer" means a natural or legal person to whom goods are supplied by the supplier, or made for this purpose, on the basis of a concluded Contract.

    • "Place of delivery" means the place agreed by the parties for the purpose of handing over and taking over the Goods. If the Place of Delivery is not agreed, the Place of Delivery shall be the Premises of the Supplier or the place where the goods are handed over to the first public carrier, the right of choice belonging to the Supplier.

  3. Rights and obligations of the Supplier

    • The Supplier is obliged to deliver the agreed Goods to the Customer properly and on time, ie at least before the expiry of the agreed Delivery Date of the Goods, and to enable the Customer to acquire ownership of the Goods. The Supplier undertakes to deliver the agreed Goods without legal and physical defects, in the agreed or usual quantity and usual quality, unless otherwise agreed.

    • If the Delivery Date of the Goods is not expressly agreed, the Supplier is obliged to deliver the Goods to the Customer without undue delay after the conclusion of the Contract, taking into account the nature and quantity of the delivered goods. If the Order contains a proposal for the Delivery Date of the Goods and the Supplier does not express its acceptance of the proposed Delivery Date of the Goods upon acceptance of the Order, it shall be deemed that it agrees with the proposed Delivery Date of the Goods. If the Supplier states in the acceptance of the Order that the Delivery Date proposed by the Customer or the Delivery Date specified by the Supplier in the Order is non-binding or otherwise indefinite, the Delivery Date is a maximum of ten days longer than the Delivery date specified in the Order acceptance (or proposed by the Customer). in the Order, if no delivery date of the Goods is specified in the acceptance of the Order). Unless otherwise agreed, the Supplier's obligation to deliver the Goods is fulfilled by the Supplier allowing the Customer to dispose of the goods at the place of performance and notifying him of this fact in a timely manner.

    • Goods are not delivered properly if they contain serious defects, ie defects that prevent the proper use of the goods. Defects that do not prevent the proper use of the item are not considered serious defects, and the customer is not entitled to refuse to accept such goods. The Customer is not entitled to refuse even partial delivery of the Goods. If the quantity of goods, due to its nature, is determined only approximately, the determination of the exact quantity of goods is up to the Supplier. If a larger quantity is delivered than was originally agreed, the Contract is also concluded for surplus Goods, unless the Customer has rejected this surplus without undue delay.

    • Unless expressly agreed otherwise, the Customer is entitled to withdraw from the contract only on condition that the Supplier is more than thirty days late with the delivery of the Goods and the Customer has previously been notified in writing of the possibility of withdrawal in sufficient time. Withdrawal from the contract, the customer is obliged to notify the supplier in writing without undue delay.

    • In the event of a defect in the delivered goods or any part thereof during the warranty period, the Supplier undertakes to eliminate such defect in the event of a recognized complaint within thirty days of its notification by the Customer, or to provide a reasonable discount to the Customer according to the severity of the defect. The choice of the method of eliminating the defect belongs to the Supplier. In the event of elimination of the defect by delivery of new goods, the Customer is obliged to return the originally delivered goods to the Supplier.

    • The warranty period is 24 months, unless otherwise provided by law or other generally binding regulation.

    • The Customer acquires ownership of the Goods until the day of full payment of the purchase price, unless otherwise agreed. However, the risk of damage to the Goods passes to the Customer upon receipt.

    • The Supplier reserves the right to fulfill its obligation through a third party. However, he is responsible to the customer for the quality as if he were performing it himself.

  4. Rights and obligations of the Customer

    • The Customer has the right to request from the Supplier information on the status of performance of the Contract. If the Supplier does not provide such information within thirty working days of receiving the Customer's request, the Customer is entitled to withdraw from the Contract, unless otherwise stated in the Contract, under the conditions set out in Article 3.4.

    • The Customer is obliged to inspect the Goods with the usual attention without delay after its receipt, no later than, taking into account its nature and character, within three days after its receipt. If the Customer discovers the existence of defects by inspecting the Goods, he is obliged to notify the Supplier of these defects, stating their nature and extent, without undue delay after finding the defects, otherwise the defects will not be considered justified. The customer is obliged to make sure of the properties and quantity of the goods during the inspection.

    • The Customer is not entitled to withdraw from the contract if he has not notified the defects in time to the Supplier or has stolen the goods or part of them from a third party, consumed or changed their nature in its normal use. Furthermore, he is not entitled to withdraw from the contract if he cannot return the delivered Goods in the condition in which he received them, with the exceptions stipulated by law.

    • The Customer is obliged to take over the goods and pay the purchase price for it, even for more work, which the Supplier has notified him until the delivery of the goods, unless the Customer has expressly stated that he does not agree with them, including default interest in case of late payment of invoiced amount or contractual fines pursuant to Article 5.

    • The Customer is obliged to specify in the Order or Contract the technical description, properties and design of the Goods. If this is not stated, it is considered that the Supplier has the right to adjust the design, dimensions and quality according to its own proposed solution, with which the Customer has been acquainted and expressly agrees with it, or according to common practices. In the event that the Customer does not specify the technical description of the goods or does not exchange specific properties of the Goods, the Supplier shall not be liable for any defects or claims relating to the specific properties of the Goods.

    • The Customer has no right to withdraw from the issued Order or change it during the implementation, under the contractual penalty specified in Article 5. In the event of a change to the Order, it is considered to be a new Order. The Customer undertakes to pay any costs incurred by the Supplier associated with the change of the Order.

    • The Customer is obliged to return all technical documentation obtained from the Supplier together with the acceptance of the Goods. The Customer has no right to receive technical documentation for the delivered Goods, unless this is objectively necessary for the proper use of the delivered Goods.

    • The Customer may not assign the obligation from the Order to a third party without the written consent of the Supplier. Such an action is considered ineffective against the Supplier and the Customer is obliged to fulfill its obligation to the Supplier as if no assignment had taken place.

    • The Customer is obliged to provide the Supplier or a third party who ensures the delivery of the Goods, all necessary cooperation so that the agreed goods can be properly and timely delivered by the Customer according to the agreed conditions. In the event of failure to provide this cooperation, the Customer shall be liable for any damage incurred and costs incurred. Failure to provide the necessary assistance is considered a default on the part of the Customer.

  5. Payment terms and penalties

    • The Supplier is entitled to issue an Invoice from the moment the Goods are handed over to the Customer, provided that the Goods are delivered properly in the quantity specified in the Order (see point 3 of the Conditions). The maturity of the Invoice is stated on the invoice and is binding. Unless the due date is stated on the invoice and unless otherwise agreed, the due date is determined within 15 days. The Customer is entitled to return to the Supplier an Invoice issued in violation of the Contract or these Conditions or legal regulations or contains incorrect data. The due date of a new Invoice is the same number of days from the date of its issuance as for a Returned Invoice.

    • In the event of the Supplier's delay in delivering the Goods by more than thirty days, the Supplier undertakes to pay the Customer, upon request, a contractual penalty of 0.01% of the Price of the Goods for each day of delay after the specified period. The Supplier is not in arrears if the Customer has not paid the deposit in time, if it has been agreed, or if the Customer has not specified in the order all the essential technical conditions for proper delivery of the Goods so that the Supplier can properly fulfill its obligation based on this specification.

    • Adherence to the protection of confidential information, Article 7.3 of the Conditions, is ensured by a contractual penalty in the amount of one hundred thousand Czech crowns, which the Party entitled to pay to the party infringing the protection of confidential information is obliged to pay.

    • The Supplier is entitled to unilaterally set off each contractual penalty and due receivables of the Customer, or to issue a separate penalty invoice to the Customer. The limitation period of a receivable does not prevent set-off if it occurred after the time when the receivables became eligible for set-off.

    • The Supplier is entitled to reject the Customer's Order if it is in conflict with the price or agreed terms, or due to the fact that the Customer is in arrears with its current due obligations by more than ten days, after the due date.

    • In the event that the Customer is in arrears with the maturity of the Invoices issued by the Supplier, a contractual penalty of 0.5% is agreed for each day of delay. Liability for damages and its compensation is not affected by this provision.

  6. Arbitration clause, delivery, amendment of the Contract

    • The Supplier and the Customer have expressly agreed that all property disputes that may arise in the future from the Contract (including the Conditions), as well as disputes that may arise in connection with the Contract (including the Conditions), including its validity, interpretation, implementation or termination, rights arising directly from the Agreement (including the Conditions), questions of the legal validity of the Agreement (including the Conditions), as well as issues of rights related to these rights, even if the Agreement (including the Conditions) is invalid, canceled or withdrawn (hereinafter referred to as "dispute" or "disputes"), will be decided in the jurisdiction of general courts, determined in accordance with the relevant legislation governing both substantive and territorial jurisdiction. The Civil Procedure Code or other general procedural norms according to the type and form of proceedings will be applied as the initial procedural regulation.

    • The Supplier and the Customer further agree that the delivery of all documents within the contractual relationship established by the Contract and in arbitration proceedings pursuant to clause 6.1 shall be performed to the Customer at Zborovská 6, 301 00, Plzeň, and the Supplier to the delivery address specified in the Contract and if it is not specified in the Contract, then to any address of the Supplier specified in the Contract or generally known from business relations. If the delivered document is not deposited with the entity delivering the document, it is considered delivered on the day following the day when the consignment was returned to the sender (contracting party or arbitrator), even if the addressee did not know about this delivery. issued by the determining authority to the address referred to in the first sentence of this Article (6.2.)

  7. Final Provisions

    • These Conditions fully replace all previously issued and effective business conditions of the Supplier for the sale of Goods. These Conditions take effect on 4.2.2014

    • Deviating provisions of the Agreement take precedence over the provisions of the Conditions. Legal issues not regulated by the Agreement and these Conditions are governed by the law in force in the Czech Republic, in particular the Civil Code and the Commercial Corporations Act.

    • If the parties refer to conflicting business conditions, the contract is concluded with the content specified to the extent that the business conditions do not conflict.

    • The Customer acknowledges that all data stated in the text of the Conditions or in the documents to which the Conditions refer, as well as any information exchanged between the Supplier and the Customer, are considered confidential.

    • The supplier reserves the right to change these terms and conditions at any time as needed.

    • The customer expressly accepts the wording of these terms and conditions.

 

Prepared-new version: in Pilsen on 01.01.2014

© 2019 ConTree Innovation s.r.o., ConTree Concept a.s.

Zborovská 6 | 301 00 Plzeň, Czechia

  • Facebook - Bílý kruh