1. INTRODUCTION
1.1. The following General Business Terms and Conditions (hereinafter, only the Business Terms) regulate the relationships of parties to a purchase/licence agreement /hereinafter referred to as the “Purchase Agreement“) entered into by and between ELKOP Technik s.r.o., Co. Reg. No. 01598171, VAT Reg. No. CZ01598171, with its registered office at Skřivánčí 4769/38, 46601, Jablonec nad Nisou, registered in the Commercial Register with the Municipal Court in Prague, File No. 208837(“Seller”), and a natural person who is not a consumer or a legal person as the candidate and purchaser of goods (“Buyer”).
1.2. The provisions of these Terms and Conditions form an integral part of each purchase contract. In the event of a conflict between the provisions of the Purchase Agreement and these Business Terms and Conditions, the divergent provisions in the Purchase Agreement shall prevail.
2. AGREEMENT EXECUTION
2.1. The Buyer agrees to use the means of distance communication to enter into the Purchase Agreement.
2.2. The Purchase Agreement is concluded upon acceptance of the Seller’s offer by the order of the Buyer provided that it has been accepted within the deadline specified in the offer. The offer will be processed by the Seller on the basis of the Buyer’s demand (ie the Call for Offers). These terms and conditions are an integral part of each offer as an annexe.
2.3. A direct purchase order of goods made by the Buyer and confirmed by the Seller is also considered a concluded Purchase Agreement, with the seller confirming the order only if the buyer agrees with these terms and conditions.
3. PRICE AND PAYMENT TERMS
3.1. The price of goods is determined by the specific purchase agreement (without shipping and handling, unless a specific purchase agreement states otherwise).
3.2. Prices of goods are exclusive of VAT. All prices are charged to the buyer by the relevant value added tax according to the valid legal regulations. The Buyer is obliged to pay the tax to the Seller.
3.3. The Seller is entitled to the payment of the price in the amount specified in the purchase agreement at the moment of conclusion of the purchase agreement unless stated otherwise in the purchase agreement.
3.4. The purchase price is payable within 14 calendar days of receipt of the goods by the Buyer unless otherwise agreed in the purchase agreement based on an invoice issued by the Seller. The Purchase Price is deemed to have been paid at the moment of being credited to the Seller’s account on the invoice or by handing over the cash to the Seller’s box office.
3.5. Failure to pay the purchase price properly and within the deadline is a material breach of the Purchase Agreement by the Buyer and the Seller in such a case is entitled to withdraw from the Purchase Agreement and request the Buyer to return the unpaid goods, at the Buyer’s expense and risk.
Due to delay in payment of the purchase price, the Seller reserves the right to suspend further deliveries of goods resulting from other purchase agreements concluded with the Buyer upon written notice to the Buyer, or to withdraw from these Purchase Agreements with the Buyer, pending the full payment by the Buyer of the outstanding debts of the party.
3.6. As the Seller reserves the right of ownership to the product, the Buyer acquires the title to the goods only after the purchase price has been paid in full. The Buyer is obliged to treat the goods subject to the reservation of title in such a way that it is not damaged, destroyed, stolen or lost. The Buyer may not dispose of, stop or otherwise encumber the goods for the duration of the reservation of title.
3.7. The Buyer is not entitled to withhold the purchase price or the goods that need to be returned to the Seller for any reason, that is to say not in order to secure the Seller’s due debt, nor are they entitled to unilaterally set off its claims against the Seller’s claims. The loss or damage to the goods that occurred after the risk to the item was transferred to the buyer or the claimed claim does not relieve the buyer of the obligation to pay the entire purchase price.
4. TERMS OF DELIVERY, FULFILLMENT OF THE CONTRACT, RETURNABLE PACKAGING
4.1. The term of delivery of the goods is agreed between the parties in the Purchase Agreement. If a specific delivery date is not agreed between the Seller and the Buyer, the Seller is entitled to deliver the goods at any time, but no later than three (3) months after the conclusion of the Purchase Agreement.
4.2. A condition of the fulfilment of the contract by the Seller is the payment of all payable debts of the Buyer towards the Seller. In the event that the Buyer delays with payment of the purchase price of the previously ordered goods or with the fulfilment of other monetary obligations, the Seller is not obliged to deliver the ordered goods to the Buyer, and the Seller will not deliver the ordered goods during a delay of the Buyer’s payment goods in default and therefore cannot be subject to any sanctions against it.
4.3. If the Seller is bound to deliver any necessary technical, commercial or other materials on the part of the Buyer, these must be delivered by the Buyer at the latest when ordering the goods, otherwise, the Seller will be unable to meet the delivery date specified in the Buyer’s offer.
4.4. If the dispatch of the goods to the Buyer through the carrier is not agreed between the Seller and the Buyer in a particular case, at the expense of the Buyer, the goods will be handed over and taken over to the headquarters of the Seller or in the business premises designated by the Seller, where the goods will be ready to collect by the Buyer.
4.5. Goods are considered to be delivered and the risk to the item passes to the Buyer:
a) on the day following the notification by the Seller to the Buyer party that the goods are ready for the Buyer to take over at the headquarters of the Seller or in the business designated by the Seller,
or
b) by handing over the goods to the first carrier for transport to a place designated by the Buyer, if in the Purchase Agreement the dispatch of the goods by the Seller was agreed.
4.6. Unless otherwise agreed between the Seller and the Buyer Party, the Seller is entitled to deliver the goods also through partial deliveries and the Buyer is obliged to accept the goods delivered.
4.7. In the event of the Buyer’s delay with the acceptance of the goods, the Seller is entitled to withdraw from the contract after the request and the expiry of the additional period of 14 days. In such a case, the Seller is also entitled to demand compensation from the Buyer for any damage incurred.
4.8. The Seller is entitled to prepare the ordered goods for the Buyer for collection or hand over for carriage in returnable packaging. the Seller shall indicate this fact on the delivery note and on the invoice. The cost of returnable packaging is invoiced by the Seller to the Buyer, while the Buyer is obliged to pay the purchase price of returnable packaging to the Seller. The Buyer is entitled to return the packaging to the Seller within three months of receiving the goods or handing them over for transport. The Buyer is obliged to return the packaging to the Seller in the place where the goods were ready for collection by the Buyer or in which it was handed over for transport. When returning undamaged packaging back to the Seller’s side, these packages will be credited to the Buyer. The type and number of packages will be given in the credit note.
5. CONTRACTUAL FINE AND INTEREST ON LATE PAYMENTS
5.1 If the Buyer breaches his contractual obligations for the breach of which the Seller is entitled to withdraw from the Purchase Agreement under these Business Terms and Conditions, the Seller shall be entitled to a contractual penalty of 30% of the purchase price of the Goods in relation to which the Seller is entitled to purchase contract. Payment of the contractual fine does not affect the right of the Seller to claim damages. The contractual fine is payable within five (5) days from the day following the day on which the Seller’s right to withdraw from the Purchase Agreement was established.
5.2 If the Buyer is in delay with the payment of its monetary obligations, the Seller is entitled to demand from the Buyer a default interest of 0.1% of the outstanding amount daily for each and every day of delay.
6. RESPONSIBILITY FOR DEFECTS – COMPLAINT
6.1. The Buyer is obliged to inspect the goods upon receipt, to check whether they have any defects and whether they are delivered in the agreed quantity. The Buyer is obliged to confirm receipt of the goods on the carrier’s transport contract, or on the delivery note. By entering into this contract, the Buyer acknowledges that the commissioning of the goods must be carried out by a qualified person in accordance with the applicable technical standards and safety regulations, except for electric heaters that the buyer may put into operation itself.
6.2. The Buyer is obliged to notify the Seller of any defects of the goods to the Seller without undue delay after finding the defects, or what defects could be found during the proper inspection of the goods. Obvious defects must be claimed by the Buyer within ten days of receipt of the goods at the latest.
6.3. The Buyer is obliged to file all complaints to the Seller only in writing. The buyer is obliged to state, in particular, the exact identification of the defective goods (name), the defect specification or the exact description of the defect, the number of defective pieces or other determination of the quantity of the defect, or the missing quantity, a reference to the relevant tax document – invoice, by which the delivery of goods was charged and a proposal of the way of solving the claim.
6.4. The Seller is responsible to the Buyer for the quality and hidden defects of the goods that occur on the goods during the warranty period. The warranty period is provided by the Seller for a period of 6 months if electric heaters are purchased and 12 months if other goods are purchased. The warranty period runs from the date of receipt of the goods by the Buyer.
6.5. The use of the goods outside the equipment for which the goods are intended by the Seller (the manufacturer), the Buyer is obliged to consult with the Seller in advance, which will be recorded with a conclusion, on whether the goods can be used for the specific equipment. In the event that the Buyer uses the goods contrary to the intended use by the Seller, or in contradiction with his recommendation, or uses it outside the equipment for which the goods are intended, without any prior consultation, in such cases, any claims for liability for defects in these goods cannot be recognized, and thus claims of defects in the goods as a result of such action by the parties shall cease to exist.
6.6. Claims of the Buyer shall only be accepted if the Buyer has been duly and timely applied and if the Buyer proves that the defects were not caused by the risk the items by the Buyer or by external influences, especially natural events, or for reasons on the part of the buyer, in particular by improper storage, improper handling or assembly or other inappropriate use of the goods contrary to the recommendation of the seller or contrary to the instruction manual.
6.7. Claims for defects of goods shall be assessed by the Seller on the basis of its own technical examination of the goods, which the Buyer is obliged to allow within ten (10) days from the date of the request of the Seller for examination. If the Buyer does not allow the Seller to check the claimed goods within the period specified in the previous sentence, it is considered that the buyer’s complaint is unjustified.
6.8. If the Purchase Agreement is violated by the delivery of defective goods, the Buyer has the right to:
a) have the defect removed, by being delivered a new defect-free product or the missing part,
b) have the defect removed by repair,
c) be given a reasonable discount on the purchase price.
6.9.The right under paragraph 6.8. point a) of this Article, arises to the Buyer only when the defective goods are returned to the Seller.
6.10. If the Purchase Agreement is violated by the delivery of the defective goods in an insignificant manner, the Buyer has the exclusive right to:
a) have the defect removed by being delivered a new defect-free product or the missing part,
b) have the defect removed by repair.
6.11. The Buyer has only the rights of defective performance agreed by these Terms and Conditions, respectively. Purchase Agreement. The provisions of these Terms and Conditions fully supersede the statutory provisions governing the rights of defective performance. The statutory provisions governing defective performance are therefore not applicable.
7. OTHER ARRANGEMENTS
7.1. If the Seller prevents circumstances caused by force majeure or other circumstances that occurred independently of the Seller’s will, the Buyer’s claims against the Seller, except for any additional performance, are excluded.
7.2. If the circumstances referred to in paragraph 7.1. above, the Seller is obliged to inform the Buyer of their occurrence without delay. If these circumstances cease to exist, the Seller is obliged to fulfil its contractual obligations additionally unless the Buyer no longer insists on the additional performance.
8. MISCELLANEOUS
8.1. By accepting the offer of the Seller or by placing the order of the goods at the Seller, the Buyer confirms that the Buyer has become acquainted with these Terms and Conditions, agrees with them and undertakes to abide by them and act accordingly.
8.2. These Terms and Conditions apply to all contractual and non-contractual relationships arising between the Seller and the Buyer Party under the Purchase Agreement. The Parties which do not wish that, in addition to the express provisions of this Agreement, any rights and obligations be derived from any existing or future practice established between the Parties or practices generally maintained or in the industry regarding the subject matter of this Agreement, unless expressly agreed otherwise in the Purchase Agreement. In addition to the above, the Parties confirm that they are not aware of any commercial practices or practices established between them.
8.3. The rights and obligations of the Seller and the Buyer in these Terms and Conditions, in the Purchase Agreement not explicitly regulated, as well as other rights and obligations arising in connection with the Purchase Agreement, are governed by the relevant provisions of Act No. 89/2012 Coll., Civil Code, as amended.
8.4. The Contracting Parties assume the risk of a change of circumstances under Section 1765 of the Civil Code.
8.5. For the avoidance of doubt, the Parties expressly confirm that they are entrepreneurs, conclude this contract in their business, and therefore the provisions of Section 1793 of the Civil Code (disproportionate shortening) and Section 1796 of the Civil Code (usury) do not apply to this agreement. The Parties expressly confirm that the basic terms of the Purchase Agreement, including the Terms and Conditions, are the result of the Parties’ negotiations and each party has had the opportunity to influence the content of the basic terms of the Purchase Agreement.
8.6. Any disputes arising between the Seller and the Buyer Party on the basis of or in connection with the Purchase Agreement shall be settled exclusively by Czech courts under Czech law.
ELKOP Technik s.r.o., Co. Reg. No. 01598171, VAT Reg. No. CZ01598171, with its registered office at Skřivánčí 4769/38, 46601, Jablonec nad Nisou