General Terms & Conditions
Valid and effective since 23 February 2018
A. Introductory statements
1. These General Terms and Conditions (hereinafter referred to as the "GTC") of ALUTEC KK s.r.o., registered office at Zálužská 120, 250 88 Čelákovice - Záluží,
VAT IE: 01567942, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, insert 258187, business cases in which ALUTEC KK sro operates as the seller (hereinafter referred to as the seller) and the business partner as the buyer (hereinafter referred to as the buyer) The Complaints Procedure is also part of the GTC.
2. The seller is:
- A specialized wholesale.
- A contractor in the sense of production, assembly, maintenance, repair or modification of an appliance or of its parts.
3. The buyer is a legal entity or an individual who purchases products, works or services from the seller.
4. The Purchase Contract is generated upon the buyer sending an order to the seller and the seller accepting the order or upon a buyer accepting a seller's offer to the buyer.
5. The GTC are attached to each confirmed order / contract.
6. The GTC apply universally, there may be exceptions upon a written framework agreement between the seller and the buyer, signed by both parties, in a realization of a particular business case.
7. After the period for which the framework agreement has been concluded, other business cases will be governed by the GTC, unless otherwise contracted in another framework agreement.
8. The GTC text may be supplemented or modified by the seller. However, this provision does not affect the rights and obligations arising during the validity of the previous version of the GTC.
9. All relations between the seller and the buyer, which are not modified by these GTC, are governed by the relevant provisions of the Act. No. 89/2012 Coll.,the Civil Code (hereinafter referred to as the Civil Code).
B. Offers of the seller and conclusion of the contractual relationship
1. The seller's offers are the answer to buyer's demand.
2. The seller's offers include the markings and price data of the requested delivery of the goods / works. Depending on the special requirements in the buyer's demand, they may also contain other requested data.
3. The conclusion of the contractual relationship between the seller and the buyer occurs at the moment when:
- The buyer makes an order, the order is confirmed by the seller.
- Signing a written purchase contract or a written contract for a work or a framework agreement.
4. A written agreement shall be signed by the company's agent or procurator on the part of the seller. Another person may sign the contract only on the basis of a written mandate of the Managing Director.
5. As regards the person signing the contract on the buyer's side, the seller is in the good faith belief that it is the person authorized to sign such a document.
6. The seller always confirms an order in writing, confirmation by e-mail is permissible. Another form of order confirmation is invalid. The confirmation of an order is allowed to be signed only by authorized person / s on the sellers side.
C. How to order goods
1. An order is a unilateral binding legal act of the buyer addressed to the seller.
2. The buyer may deliver the order to the seller by post to the address of the company's headquarters, by fax at +420 326 996 111, by e-mail to the e-mail address firstname.lastname@example.org or to the electronic addresses of the authorized agents of the seller.
3. The buyer is obliged to provide the following information in the order:
- The offer number by which they order. If ordering without a previous offer, they will state the order number according to the seller's catalog and the quantity of the goods, in case of the tailor-made profiles, they will indicate the length and number of items.
- Business name or surname and surname of the buyer, place of residence, ID, VAT number, contact information (telephone, fax, e-mail address). In the case of a first order, the buyer shall provide an extract from the commercial register / copy of the trade certificate and VAT ID.
- Place of delivery of the goods - exact address.
- A contact person authorized to act on behalf of the buyer for an order.
4. Any changes to the information given in the order should be announced to the seller immediately by the buyer. seller is not responsible for damage caused by delayed or incorrect delivery of the goods if it was caused by a breach of buyer's obligation under this article.
D. Subject of delivery
1. The subject of delivery are goods, work or service that has been negotiated as a performance between the seller and the buyer in any of the ways described in Section B, paragraph 3 of these GTC.
2. The goods delivered by the seller have the technical parameters negotiated with the buyer. These correspond to Act No. 22/97 Coll., On technical requirements in the current version.
3. Depending on the nature of the goods / service / work, the relevant documents may not be provided in the Czech language. These documents are: the datasheet, the certificate, the declaration of conformity, the service report, the delivery note or other documents.
4. Packaging in which the goods / works are delivered is also a part of the delivery. Returnable items for transport are not included in the delivery - pallets, shipping containers.
5. Design work is apart of the delivery of the work, unless the seller and the buyer agree otherwise.
6. Deliveries or services include expert advice from the seller at the request of the buyer.
7. Shipping is included in the delivery only if it is expressly agreed between the seller and
8. An incompleteness of a delivery is not a failure to deliver, but it establishes the buyer's right to initiate a complaint procedure.
E. Price of goods / works and payment terms
1. The buyer is obliged to pay the seller the agreed price for the delivery. This is the price stated in the contract or written confirmation of the order issued by the seller.
2. The negotiated price includes all parts and accessories of the delivery, unless agreed otherwise by both parties in writing.
3. The price shall be charged by the seller to the buyer upon completion of the delivery by invoice - a tax document. In the invoice - a tax document, the seller clears the advances previously paid by the buyer for the given business case.
4. In the case of the first business case, the buyer is obliged to pay 100% of the price of the goods / works in advance on the basis of the advance invoice.
5. Elements of an invoice - tax document:
- Purchase Agreement / Order / Offer Number
- ID and ID of the seller and the buyer
- Seller's bank information
- Further details of the tax document according to Act No. 235/2004 Coll., on Value Added Tax as currently in force
6. The buyer is obliged to pay the invoice - the tax document within the due date stated on the invoice and is 2 weeks, unless the parties agree otherwise in writing for a different period of time. In case of delay with the payment of the invoice, the seller may claim a statutory interest on late payment of 8.05% per annum on the purchaser, unless otherwise agreed on in the contractual agreement.
7. Due to the buyer's delay with the payment of advances, the extension of the seller's delivery period is delayed until the payment of the advance invoice. If the delay is longer than 30 days, the seller is entitled to withdraw from the contractual relationship.
F. Term, location and delivery details
1. The delivery must be fulfilled by the seller within the term agreed in the contractual relationship. If this term is not negotiated, then it must be fulfilled within normal timeframe.
2. The buyer's withdrawal from the contractual relationship is possible in the case of seller's delay if it has been expressly agreed upon in the contractual relationship.
3. Unless otherwise agreed, the place of delivery shall be a registered office of the seller incorporated in the Commercial Register.
4. If transport is part of the delivery, the seller shall ensure the delivery of the goods / works via his own transport or transport company. The buyer is obliged to confirm to the seller the delivery note. Without acknowledging the delivery note, the seller is entitled to refuse to deliver the order, without incurring the consequences of the delay. Refusal of delivery will be made by the seller's worker on the delivery note.
5. When the order is delivered personally at the seller's premises, the buyer is obliged to confirm the delivery note to the seller. Without acknowledging the delivery note, the seller is entitled to refuse to deliver the order without incurring the consequences of the delay. Refusal of delivery will be made by the seller's worker on the delivery note.
6. The buyer is obliged to thoroughly review the completeness and, if possible, the functionality of the delivery. Delivery errors are recorded by the buyer's worker on the delivery note. seller is not obliged to take into account later complaints regarding completeness of delivery.
7. In an event of a dispute, records on the delivery note held by the seller are applied.
G. Acquiring Ownership Rights
1. Upon the transfer of the agreed goods / part to the buyer, the buyer agrees to dispose of the goods / work in such a way that the seller does not suffer any damage. The buyer further agrees to comply with the seller's disposal instructions as the owner of the item.
2. The transfer of the agreed goods / work takes place by its takeover or handing over to the first carrier under § 2091 of the Civil Code. Danger of damage to goods / works passes to the buyer at the time the goods / work is physically taken over by the seller. If he fails to do so in due course, it is crucial that the seller allows the buyer to dispose of the subject of the transaction and the buyer violates the contract by not accepting the subject of the transaction.
H. Warranty period and complaints procedure for wholesale stock
1. The seller provides a 12-month guarantee for the delivered goods unless otherwise indicated by the law.
2. The buyer has the obligation to check the packaging when the goods are taken over. The buyer is obliged to enter in the transport document of the carrier who delivered the goods any damage to packaging, as well as obvious damage to the delivery. The buyer is required to state the amount of damage and let the carrier confirm the record.
3. The buyer is obliged to claim in writing, within 48 hours upon receipt of the goods, its defects and the differences in the delivered quantity, which could not be detected before unpacking due to the nature of the consignment. The buyer is obliged to describe the defects as they occur when the goods are used. A written notification of a defect is deemed to be an e-mail, fax, registered letter or minutes of meeting, delivered to the seller at his premises. Other forms of defect reporting are not applicable.
4. In the event of a claim, the buyer is required to provide a proof of purchase of the goods to the seller (purchase contract, delivery note, order confirmation).
5. If the buyer uses the delivered goods for further processing, it is assumed that the goods have been thoroughly inspected and found to be fault-free. buyer's claim for damages resulting from further processing of the delivered goods is not applicable.
6. The seller is liable for the delivered goods / products of third parties in the extent of the warranty terms of these third parties.
I. Warranty period and complaints procedure for making a work
1. The seller provides a warranty of 12 months for the work. This means that the work will be free of defects for the duration of the warranty period, will be fit for proper use and will have the characteristics specified by the works specification.
2. If a part (s) of a work is delivered by a third party, the seller is responsible for this part (s) with respect to the extent of the third party's warranty terms.
3. The warranty period begins to apply after the seller has handed over the work and the buyer has accepted the work. If the buyer fails to receive the delivery for reasons on the buyer's side, the time when the seller asked the buyer to take over the delivery applies.
4. The warranty does not apply to defects resulting from the use of the work in conflict with the manufacturer's instructions for use, technical regulations or catalog sheets, including the failure to perform specified checks and write-ups or failure to perform specified maintenance works.
5. The warranty does not apply to damage or destruction of the work due to mechanical damage by another person or the unauthorized intervention of another person.
6. The warranty also does not apply to damage caused by force majeure or theft of the work.
7. On the parts of the work that have been replaced by the seller as a result of a buyer's legitimate claim, the warranty period runs from the beginning on the date of delivery of the repaired work to the buyer.
8. Complaints shall be made in writing without undue delay after the fault has been noticed. A registered letter or a record of the meeting, delivered to the address of the seller, is considered a valid form complaint. Other forms of reporting are not valid.
9. In the event of a claim, the buyer is required to provide proof of purchase of the work (purchase contract, delivery note, order confirmation) to the seller and further defects or describe the defects of the work.
10. If the defective performance is a major breach of contract, the buyer is entitled to:
- To repair the defect if the defect is repairable.
- To remove the defect by delivering a new item without defect or by supplying the missing item.
- To provide a reasonable discount on the agreed purchase price of the work.
- To withdraw from the sales contract.
11. The buyer informs the seller of a preferred entitlement at the time of reporting the defect or without undue delay after the defect is noticed. The buyer can not change the choice without the seller's consent; that is not the case if the buyer has asked for a bug to be corrected, which will prove to be irreparable. If the seller fails to remove the defects within a reasonable time or informs the buyer that the defects will not be removed, the buyer may request a reasonable discount from the purchase price instead of removing the defect or withdraw from the contract.
12. If the buyer does not choose the entitlement in time, the rights under Section 2107 of the Civil Code are applied.
If the defective performance is a minor breach of contract, the buyer has the right to remove the defect or to a reasonable discount on the purchase price.
Until the buyer exercises the right to a discount on the purchase price or withdraws from the contract, the seller can deliver what is missing or remove the legal defect. Other defects may be removed by the seller by his / her remedy or by the provision of a new item; the choice must not cause unreasonable costs to the buyer.
If the seller fails to remove the defect in time or refuses to remove it, the buyer may request a discount on the purchase price, or may withdraw from the contract. The buyer can not change the choice without the seller's consent.
13. If the complaint is resolved by providing a reasonable discount on the agreed price of the work, the seller shall notify the buyer of the appropriate amount corresponding to the discount granted to the buyer, within 14 days of the buyer's written notice of the complaint.
14. Complaints are applicable no later than on the last day of the warranty period, also claims filed by buyer with a letter of delivery on the last day of the warranty period are deemed to have been submitted on time.
15. The seller is obliged to initiate work to remove the defect complained of immediately upon receipt of the buyer's complaint.
16. The seller is required to notify in writing the date of removal of the defect to the person who has notified the seller.
17. The buyer is obliged to allow the seller's employees to access the locations necessary to remove the defect. If this is not possible, the seller is not in delay with the date of commencement of works to remove the defect.
18. The contracting parties will agree a time limit for the removal of the defect in accordance with its degree and nature. If the parties do not agree on the date of removal of the defect complained of, the terms defined by the Civil Code apply.
J. Seller's right not to enter into a business relationship with the buyer in the event of a buyer's past due
1. If the buyer has unpaid financial liabilities overdue or unpaid within the due date at the seller, then the seller will not start handling and work on additional orders until the settlement of these obligations. This step is communicated by the seller to the buyer by email, telephone or fax. This can not be considered as a delay in the delivery time on the part of the seller.
2. After settling all buyer's due obligations in favor of the seller's account, the seller will immediately begin working on the order and from then a new delivery date will also be calculated.
3. If the buyer fails to settle the outstanding financial obligations within 15 days of receipt of the buyers new order, the seller may withdraw in writing from the contractual relationship for the delivery of the goods / works. Withdrawal from the contractual relationship will cancel the rights and obligations of the parties from the outset and the seller will charge the buyer with any advances made on the canceled business case in such way that they will be credited to the claim from the buyer overdue, including interest on late payments and exchange rate differences. Possible overpayments after their billing are returned by the seller in favor of the buyer's account.
K. Withdrawal from the contract
1. If any of the contracting parties encounters any obstacle to the performance of the contractual arrangements, that Party shall, without undue delay, inform the other Party of such facts and bring up a dialog between the contracting parties.
2. Both contracting parties may withdraw from the Contract in cases where the other party conducts so it substantially violates the obligations to which they are bound by the contractual arrangements or if § 1977 and §2 of the Civil Code defines such conduct as a substantial violation of a contract.
3. The effective day of withdrawal shall be the day after the day on which the written notice of withdrawal was delivered to the other party. E-mail, fax, or registered letter, delivered to the seller at its premises, is a written notification. Other forms are not binding.
L. Processing of personal data
1. The seller agrees not to distribute, without the prior consent of the Purchaser, data provided to it by the Purchaser, which are considered by law to be personal data.
M. Final Statements
1. Both seller and buyer are entitled to transfer their rights and obligations arising from a business relationship to another person. They are required to notify about these changes the other contracting party in writing.
2. If the business relationship between the seller and the buyer contains an international (foreign) element, then both parties agree that this relationship is governed by Czech law. This is without prejudice to the rights of both parties resulting from generally binding legal regulations, in particular the Civil Code.
3. These General Business Terms and Conditions are valid and effective since February 23, 2018
For ALUTEC KK s.r.o.