General Terms and Conditions
for the Sale of Goods and the Provision of Related Services by the trading company
FRONTIER COMPONENTS, s.r.o.
Business ID: 25650432, registered office: Prague 9 - Letňany, Beranových 130, ZIP Code 19900 registered in the Commercial Register kept by the Municipal Court in Prague, File No. C 58097 (hereinafter referred to as the "Seller")
effective from 01.01.2020
I.
Introductory Provisions
1.1. The Seller is a commercial company based in the Czech Republic, primarily engaged in the sale of goods representing components and parts for elevators and their parts and accessories (hereinafter also referred to as "Goods"), as well as the provision of services related to Goods (hereinafter also referred to as "Services").
1.2. The Buyer is interested in purchasing the Goods from the Seller and possibly providing related services (hereinafter also referred to as the "Buyer"). The Buyer may be a consumer within the meaning of the applicable legal provisions in the Czech Republic, and in such a case, these General Terms and Conditions contain special provisions that apply only if the Buyer is a consumer.
1.3. These General Terms and Conditions (hereinafter also referred to as "General Terms and Conditions") are an essential part of purchase contracts, partial purchase contracts, or other contracts on the basis of which the Goods and possibly related services are concluded between the Buyer as the customer and the Seller as the supplier (hereinafter also referred to as "Contracts" or in the singular, hereinafter also referred to as a "Contract"), with reference to these conditions within the meaning of the provisions of Section 1751 (1) of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the "Civil Code").
1.4. These conditions govern the rights and obligations of the Buyer and the Seller (hereinafter also referred to as the "Parties") arising from the Contract.
II.
Orders of Goods and Contract Execution
2.1. Goods and Order Information
2.1.1. The presentation of Goods on the website, in catalogs, presentations, and promotional materials, and other sales documents (hereinafter collectively referred to as "Sales Documents") is not a binding offer for the contract within the meaning of § 1732 (2) of the German Civil Code (BGB), but merely an invitation for the Buyer to submit a binding proposal for the conclusion of the contract in the form of an order (hereinafter also referred to as the "Order").
2.1.2. The representation of Goods in the Sales Documents is for informational purposes only and is not binding. In particular, the aesthetic elements of the Goods may be changed by the Seller. The Goods delivered based on the contract may differ in aesthetic elements from the Goods depicted in the Sales Documents, provided that these elements do not affect the functionality of the Goods (color, shape, and/or size of the Goods without affecting their functionality).
2.1.3. The Buyer must place the order by phone, email, or in paper form in the E-Shop, according to the contact details of the Seller listed in the Sales Documents. The order must contain at least the following information:
• First and last name or name/company name, residence or registered office of the Buyer;
• ID number of the Buyer if the Buyer is a business entity within the meaning of the provisions of § 420 BGB, or VAT identification number if registered as a VAT taxpayer;
• Code, name, and required quantity of the Goods (the unit of the required quantity must correspond to the unit as specified in the Sales Documents; some Goods are delivered exclusively in packages with multiple parts, and the Buyer will be informed by the Seller in the Sales Documents);
• Delivery location of the Goods;
• Telephone and email contact of the Buyer. 2.1.4. Sending the order by the Buyer in paper or electronic form or its execution by phone is considered a proposal by the Buyer to enter into a contract with the Seller.
2.2. Subject Matter of the Contract and Its Conclusion
2.2.1. Based on the concluded contract, the Seller undertakes to deliver the Goods and possibly related services to the Buyer in accordance with the order confirmed by the Seller or in accordance with the offer accepted by the Buyer at the agreed purchase price (or the agreed price for the services provided), and the Buyer undertakes to accept the Goods and pay the purchase price (or the price for the services provided).
2.2.2. Contract Conclusion Based on the Buyer's Order
2.2.2.1. In the event that the order contains information insufficient for the delivery of the Goods, the Seller must inform the Buyer. Accepting this information does not lead to the conclusion of the agreement. However, the agreement can be concluded after the deficiencies specified in the order have been rectified.
2.2.2.2. The contract is considered concluded after the Buyer receives the order confirmation, which the Seller sends electronically to the Buyer's email address provided in the order, or alternatively, to the email address from which the Buyer sent the order by email to the Seller or in paper form, or to the address specified by the Buyer in the order, otherwise to the registered office address of the Buyer if the Buyer is a business entity. In case of doubt about the transmission of the confirmation to the Buyer, it is assumed that the Buyer received the order confirmation on the third day from the date of sending the order confirmation to the email address in accordance with this article (in the case of sending the order confirmation by email) or to the address in accordance with this article in the case of written confirmation of the order).
2.2.3. Based on a Specific Offer from the Seller
2.2.3.1. In the event that the Seller presents a specific and targeted offer for the delivery of Goods and possibly related services (hereinafter also referred to as the "Offer") to the Buyer, the contract is considered concluded when the Buyer accepts the Offer within the timeframe specified in the Offer.
2.3. Deviations from the Agreement's Terms from the Conditions
2.3.1. The Buyer and the Seller have agreed to exclude the provisions of § 1751 (2) of the German Civil Code (BGB). The contract shall only be concluded if it is subject exclusively to the provisions of these conditions. Deviations from the contractual agreements stipulated in the contract and conditions can only be accepted by the Seller in writing.
2.4. Delivery Time
2.4.1. If the Goods specified in the order are in the Seller's warehouse and if the Seller's operating conditions permit, the Goods will typically be sent to the Buyer within 5 working days after the Seller receives the order from the Buyer.
2.5. Costs of Contract Conclusion
2.5.1. In the case of a distance contract, the Buyer bears the costs of using communication means for the purpose of concluding the contract. It should be noted that the amount of these costs may depend on the internet or telephone connection or other communication means used by the Buyer to communicate with the Seller and to conclude the contract.
III.
Delivery and Payment Terms
3.1. Deadline, Location, and Method of Goods Delivery
3.1.1. The place of delivery of the Goods is the Seller's location (warehouse) at the address specified in the contract (on the delivery note), unless the contracting parties explicitly agree otherwise. Delivery to the customer constitutes 95% of orders, with the remainder being collected in person at the warehouse or company headquarters in Prague.
3.1.2. When transportation is provided by the Seller, it will be carried out by a courier service or an external freight forwarder or postal service provider, and the costs for the transportation of the Goods shall be paid in accordance with the provisions of the contract and these conditions. The fact that the Seller is responsible for ensuring the transportation of the Goods does not imply that the Seller bears the costs associated with the transportation of the Goods.
3.1.3. Upon the explicit request stated directly in the Buyer's order, the Seller shall arrange for the transportation of the Goods to the specified location and deliver them to a third party designated by the Buyer.
3.1.4. The Buyer is responsible for the transportation costs unless the contracting parties explicitly agree otherwise in the contract. The Buyer shall bear the transportation costs, including packaging, in accordance with the Seller's price list, and the transportation costs and packaging will always be communicated to the Buyer in advance and specified in the order confirmation or offer.
3.1.5. When shipping the goods by cash on delivery, the Buyer pays the purchase price of the goods and the transportation costs directly to the courier.
3.1.6. The delivery of the goods shall occur (i) by handing over and acceptance of the goods by the Buyer at the Seller's delivery location, or (ii) by the acceptance of the authorized carrier designated by the Buyer with confirmation of the delivery note (if the Buyer provides transportation), or (iii) by handing over the goods to the initial carrier.
3.1.7. The Buyer is obligated to accept the delivery of the goods properly and promptly, and to acknowledge receipt on the delivery note. The Buyer is required to confirm the receipt of the delivery on the delivery note through the signature of the Buyer (and if the Buyer is a legal entity, also with the name of the authorized employee of the Buyer or a person authorized by them) or the carrier. The name of the signatory, the stamp, and the date of the delivery of the goods must always be written in uppercase or block letters.
3.1.8. The Buyer is obligated to accept partial deliveries of the goods.
3.1.9. If the Buyer refuses to accept the goods whose purchase price is payable upon delivery, or if the Buyer, for reasons attributable to them, does not accept the goods, the Buyer shall bear the costs of re-delivering the goods in full.
3.2. Damage to Goods and Ownership Acquisition
3.2.1. The risk of damage and accidental destruction of the goods transfers to the Buyer upon receipt of the goods. If the goods are transported by a carrier, the risk of damage and accidental destruction of the goods transfers to the Buyer when the goods are handed over to the Seller or the first carrier for transportation to the destination of the goods, regardless of the time of transfer of ownership of the goods.
3.2.2. The Buyer acquires ownership of the goods only upon full payment of the purchase price specified in the invoice for the goods.
3.2.3. The Buyer is obligated to handle the Seller's goods in a manner that does not damage them through storage or handling. The Buyer is required to store or keep the delivered goods under conditions customary for the storage of that type of goods. For this purpose, the Seller has the right to control the method of storing the delivered goods, and the Buyer is obligated to permit this. This Article 3.2.3 also applies to goods claimed by the Buyer.
3.2.4. In the event of the Buyer's delay in paying the purchase price for the goods, the Seller is entitled to demand the release of the goods that belong to the Seller from the Buyer. The Buyer is obligated to promptly deliver these goods. The Buyer bears all costs associated with the exercise of the retention of title by the Seller.
3.3. Documents Related to the Goods
3.3.1. Upon the Seller's request, the Buyer shall provide the Seller with technical data, certificates, and instructions for the purchased goods, provided that such documents are available to the Buyer.
3.4. Quality of the Goods
3.4.1. The Seller undertakes to deliver the goods to the Buyer in the agreed quantity and agreed quality. In the absence of an agreement on the quality of the goods, the goods shall be of the quality customary for the purpose for which the goods are typically intended.
3.4.2. If the Buyer is a consumer, the Seller is responsible for:
a) The goods having the characteristics that the Seller has explicitly specified in the sales documents (usually in the product description) and that are included in the contract or the order confirmation or offer. In the absence of such an agreement, the goods shall possess characteristics that the Seller or the manufacturer of the described goods typically provides, or that the Buyer can reasonably expect based on the nature of the goods and the messages given by the Seller or the manufacturer in their advertising;
b) The goods being suitable for the purpose for which they are typically used, as specified in the sales documents (usually in the product description), or for the purpose for which goods of that type are typically used;
c) The goods having the quantity, size, or weight as agreed; d) The goods complying with legal requirements.
3.4.3. In the case of a contract concluded with a consumer Buyer, it is assumed that any defect affecting the goods within 6 months from the receipt of the goods already existed at the time of receipt.
3.5. Delivery of Goods and Their Inspection
3.5.1. The Buyer is obligated to promptly inspect the goods upon receipt or the shipment accompanying the goods that can be reasonably expected, exercising due care, taking into account whether the Buyer is a business entity or a consumer. The inspection should particularly cover the quantity, integrity of the packaging, and the absence of obvious defects in the quality of the goods. If the shipment does not correspond to the list of goods on the delivery note, the Buyer is required to mark the conflicting items (quantitative and qualitative differences) on the delivery note in the presence of the driver who delivered the shipment to the Buyer. One copy of the delivery note remains with the Seller, and the other with the Buyer.
3.5.2. If the packaging of the goods does not allow for the contractual quantity, the Seller is entitled to deliver the remaining part of the goods along with the next delivery of other goods to the Buyer, if feasible and unless the parties agree otherwise in this specific case.
3.6. Pallet Management
3.6.1. When the goods are shipped on pallets, the price of the pallet is invoiced to the Buyer along with the purchase price of the goods.
3.7. Reservation of Deviations in Weight, Color, and Dimensions of the Goods
3.7.1. Unless otherwise specified in the technical data of the goods, the weight or dimensions of the delivered goods may deviate by +/- 5% from the values stated in the description of the goods, provided that such deviation does not affect the purpose of the goods. Additionally, the specific design of the goods delivered to the Buyer may differ from the offer or order, as long as it does not impact their intended purpose. Furthermore, the Seller reserves the right to change the color of the goods without prior notice if such color changes do not affect the functionality of the goods. The deviations described above do not constitute defects in the goods, and no rights arising from defects can be exercised under Article IV of these conditions.
3.7.2. The Buyer acknowledges that the photos of the goods in the sales documents may have variations that are addressed regarding the goods in this Article 3.7 of the conditions.
3.8. Payment Terms
3.8.1. The purchase price of the goods is specified in the sales documents, except for specific goods for which the purchase price is communicated upon the Buyer's request or as part of an offer. The Seller reserves the right to change the purchase prices of goods specified in the sales documents during their validity in the event of changes in production costs, particularly material or raw material prices, or labor costs. The Buyer will be informed of the change in the purchase price of the goods after submitting the order to the Seller. If the Buyer is not notified of the change in the purchase price of the goods, the purchase price specified in the sales documents shall apply.
3.8.2. The Seller reserves the right to demand payment of the purchase price of the goods in cash upon delivery of the goods or based on an advance invoice before the delivery of the goods, up to the full purchase price of the goods.
3.8.3. The due date for the tax document - invoice for the delivered goods, unless otherwise stated on the tax document - invoice, is 14 calendar days from the date of the taxable supply.
3.8.4. The Buyer has the right to return the invoice for the delivered goods to the Seller's registered office address within the due date if the invoice does not meet the requirements set for tax documents in Act No. 235/2004 Coll., on Value Added Tax, as amended. When returning the invoice, the Buyer is obligated to state the reasons for returning the invoice in the accompanying letter attached to the returned invoice. In this case, the Seller will issue a new invoice for the delivered goods, and the due date of the corrected invoice will start from the date of issuance of the original invoice, while the Seller is entitled to adjust the due date of the newly issued invoice accordingly.
3.8.5. If the purchase price of the goods is paid in cash, the Buyer's obligation to pay the purchase price of the goods (or an advance on the purchase price of the goods) is fulfilled on the day the respective amount is credited to the Seller's bank account specified in the invoice.
3.8.6. In the event of late payment of the invoice (or advance invoice) for the delivered goods by the Buyer, a contractual penalty of 0.05% of the amount due for each day of delay is agreed upon. This contractual penalty becomes due every day following the Buyer's late payment. Payment of the contractual penalty does not affect the Seller's right to claim damages. During the Buyer's delay in payment of the purchase price of the goods, the Seller is entitled to suspend further deliveries of goods.
3.8.7. The Buyer is only allowed to assign or pledge its claims against the Seller to a third party or in favor of a third party with the prior written consent of the Seller. The Buyer is entitled to set off its claims against the Seller's claims arising from the contract only based on a prior written agreement with the Seller.
IV.
Liability for Defects and Complaints
4.1. Inspection of Goods
4.1.1. The buyer is obliged to inspect the defects of the goods upon receipt or acceptance of the shipment containing the goods as per Article 3.5.1.
4.2. Claiming Defects by the Buyer - the Consumer
4.2.1. This Article 4.2 and its sub-articles apply in addition to other articles of these terms in the case of a compensation claim by the buyer - a consumer in accordance with § 419 of the Civil Code, i.e., a natural person acting outside the scope of their business or independent professional activity.
4.2.2. The buyer - the consumer is entitled to exercise the right to a defect in the goods within 12 (twelve) months from receipt, unless there is a warranty for the quality of the goods as defined in Article 4.4 of the terms. In the case of a warranty for the quality of the goods, it is possible to assert defect claims within 12 (twelve) months from the discovery of the defect. However, defects may be claimed at the latest until the end of the provided quality guarantee.
4.2.3. The buyer's right to exercise rights arising from defects in the goods does not apply to: a) goods sold at a lower price for defects for which a lower price for these goods was agreed; b) wear and tear of the goods through their normal use;
c) cases where defects were caused by improper use of the goods, leading to their damage;
d) defects in used goods corresponding to the degree of use or wear and tear that the goods already had upon acceptance by the buyer;
e) defects caused by non-compliance with the seller's, manufacturer's, or distributor's instructions in the documentation of the goods;
f) defects caused by an external event (e.g., third-party interference or unavoidable events, etc.).
4.2.4. If the goods do not have the characteristics as per Article 3.4 of these terms, they are considered to have defects. In this case, the buyer is entitled to assert the following claims:
a) Delivery of new defect-free goods unless this is inappropriate due to the nature of the defect; otherwise (especially if the defect can be promptly remedied), the buyer only has the right to have the defect rectified free of charge.
b) If the defect concerns only a separable part of the goods, the buyer may only demand the replacement of that part.
c) In the case of a remediable defect, the seller has the right to deliver new goods or replace parts if the buyer cannot properly use the goods due to the recurrence of the defect after repair or due to a larger number of defects. The recurrence of a defect within the meaning of this provision means at least a threefold occurrence.
d) If the buyer does not withdraw from the contract or does not exercise the right to have new defect-free goods delivered or part of the goods replaced or the goods repaired free of charge, the buyer may demand a reasonable discount. The buyer is entitled to a reasonable discount even if the seller cannot deliver new defect-free goods, replace a part, or repair the goods, or if the seller does not arrange for a remedy within a reasonable time, or if the settlement would cause significant difficulties for the buyer.
4.2.5. The right to claim defective performance is not available to the buyer if, before taking possession of the goods, the buyer knew about a defect, for example, was informed by the seller or such information is also included in the order confirmation, or if the buyer caused the defect themselves.
4.2.6. The buyer is obligated to submit a written complaint regarding defects, including the identification of the goods, the order and its confirmation (or offer and acceptance), as well as the defects along with their description and photo(s) of the found defects.
4.2.7. The seller must provide the buyer with a response to the complaint no later than within 30 days, and the seller is required to prepare a report on the resolution of the complaint in accordance with the provisions of § 2173 of the Civil Code, which must contain at least the following:
a) The date of the complaint (the date of receipt of the claim regarding defects);
b) The reasons for the complaint;
c) The procedure for handling the complaint as requested by the consumer;
d) The result of the examination of the claimed goods by the seller or their contract partner or by the manufacturer or distributor of the goods;
e) A declaration of validity and its method of execution (repair or replacement of goods) or
f) Reasons for rejecting the complaint.
4.2.8. The seller is obliged to send the complaint report in writing to the buyer at the address provided in the notice of claimed defects. The seller and the buyer may agree to send a complaint report by email to the buyer's email address.
4.2.9. If the buyer requests the delivery of new defect-free goods as per Article 4.2.4 a) under these terms, the seller is obligated to send new goods only after receiving the defective goods from the buyer or after the buyer has proven that they have sent the goods to the seller.
4.3. Assertion of Defects by the Buyer - Entrepreneur
4.3.1. For all defects in the goods that have not yet been properly claimed in writing by the buyer but are recognized as justified by the seller, the seller may promptly rectify the defect by replacement delivery, exchange of defective goods for flawless ones, delivery of the missing quantity, or by providing a discount on the purchase price of the goods.
4.3.2. In the case of defects in the goods that have been properly and timely claimed by the buyer and recognized as justified by the seller, the buyer may demand the rectification of defects, preferably:
a) by delivering the missing quantity of goods, only if this is possible within a reasonable time and practicable,
b) by granting a reasonable discount on the purchase price of the goods if the defects do not prevent the normal use of the goods,
c) by rectifying the defect or replacing the defective goods with flawless ones (if only a part of the goods is defective), or
d) by withdrawing from the contract due to defective goods and returning the purchase price if none of the previous methods for handling the complaint can be applied.
4.3.3. The chosen method for asserting a complaint and rectifying the defect must not cause disproportionate costs to the seller.
4.3.4. Complaints about the goods must include at least the following: name, ID number, and registered office of the buyer, the number of the delivery note and the invoice, identification (name) and number of the claimed goods, a detailed description of the identified defect, and, if possible, photographs capturing the recognized defects.
4.3.5. For complaints about goods, service requests, or events, the buyer is required to request technical assistance from the seller in writing during the seller's business hours at the seller's registered office address or in person at the seller's premises.
4.3.6. Claims for defects can only be made if the conditions for the recommended use or application of the goods, as per the instructions and technical data sheets of the goods, are followed, as well as proper storage of the goods as per the contract and generally accepted industry standards for the storage of goods.
4.3.7. The delivery of a larger quantity of goods than specified in the contract does not constitute a quantity shortage. In this case, the buyer is entitled to reject the excess quantity of goods no later than upon signing the delivery note; otherwise, the contract is considered concluded for the excess quantity, and the seller is entitled to payment of the purchase price corresponding to the larger quantity of goods.
4.3.8. In the case of replacement delivery or exchange of defective goods for flawless ones, the buyer is obliged to return the claimed goods to the seller in the condition and quantity in which they were received, provided that the goods have not been consumed.
4.4. Quality Warranty and Warranty Period
4.4.1. The seller provides the buyer with a warranty for the quality of the delivered goods in accordance with the legal provisions applicable in the Czech Republic and as specified in the technical data sheets of the goods, the warranty certificate, or the offer, within the warranty periods indicated therein.
4.4.2. The seller does not assume any warranty for the quality of the goods based on the warranty period or shelf life stated on the packaging or in advertising.
4.4.3. To exercise the rights under the quality warranty, it is a prerequisite that the buyer uses the goods in the prescribed or usual manner. The seller shall not be responsible for defects and damages caused by other purposes of use, and the buyer shall not be entitled to performance under the quality warranty in such cases.
4.4.4. The quality warranty for the goods does not cover normal wear and tear.
4.5. Common Provisions for Claims Related to Defects
4.5.1. Obvious Defects and Their Complaints
4.5.1.1. The buyer is obligated to report obvious defects in the goods, which were identified or could have been identified upon receipt of the goods, such as missing quantities, quality issues, etc., immediately upon receipt in the delivery note of the delivered goods (to assert a claim).
4.5.1.2. A shortage in quantity does not constitute a delivery of a lesser quantity when that quantity matches the information on the delivery note. In this case, it is considered a partial delivery.
4.5.2. Hidden Defects and Their Complaints
4.5.2.1. Hidden defects, meaning defects not detectable through professional inspection of the goods upon receipt, must be reported by the buyer to the seller in writing, promptly, no later than three business days after their discovery or from the moment they could have been discovered through professional inspection, whichever occurs earlier, or from the receipt of the complaint by a third party to whom the buyer further supplied the goods, if such a complaint was timely delivered to the buyer as indicated above.
4.5.3. In the event that the buyer fails to identify and report defects within the deadlines specified in these terms and conditions, the buyer forfeits the right to assert claims for non-conforming performance under the provisions of Section 2112 of the Civil Code.
4.6. Liability Claims for Defects in the Goods
4.6.1. Any compensation for damages caused by a defect in the goods, if permitted by applicable law, is limited to the purchase price (excluding VAT) of the respective defective goods for which the seller delivered the goods to the buyer. Notwithstanding the above, the amount of damages is limited to this amount if the purchase price of the relevant defective goods exceeds the amount of 100,000 CZK (excluding VAT). The seller is not obligated to compensate for damages arising from the buyer's lost profit or contractual penalties or damages claimed by third parties against the buyer.
4.6.2. The seller is not liable for damages caused by extraordinary unforeseeable and insurmountable obstacles that were created independently of their will (hereinafter also referred to as "force majeure"), including, but not limited to, cases such as war, emergency, shortage of vehicles, machinery and equipment failures, unavailability of resources (personnel, materials, energy, etc.), fires, floods, storms or other natural events and disasters, strikes, labor disputes, orders, regulations, and acts of a state or its government or other events in the external world beyond the seller's control. The seller is not required to secure resources (personnel, materials, energy, etc.) through alternative means. In the event that the force majeure event lasts for more than 6 months, the seller is entitled to terminate the contract without sanctions or the obligation to compensate the buyer or third parties for damages.
V.
Rights and Obligations of the Parties to the Contract
5.1. Rights and Obligations of the Buyer
5.1.1. In addition to the rights and obligations stipulated in the contract and elsewhere in these terms separately, the buyer also has the rights and obligations set forth in this Article 5.1 of the terms.
5.1.2. The buyer is obligated to fulfill their due obligations to the seller by the due date. Unless otherwise specified on the tax document - invoice, the due date for any monetary obligations, as per Article 3.8.3 of the terms, is 14 calendar days from the date of the taxable performance, and if there is no such day, 14 calendar days from the date of issuance of the tax document.
5.1.3. The buyer is obliged to ensure the proper storage and transportation of the goods according to the seller's instructions to ensure the quality of the goods is maintained and to prevent damage to the goods due to improper storage or transportation.
5.1.4. The buyer is obliged to acquaint all persons acting on behalf of the buyer with the agreed method of order execution or acceptance of offers and the rules for the delivery of goods, especially with the conditions for ordering goods and their complaints.
5.1.5. The buyer, who is an entrepreneur, is obligated to fully settle the due claims of the seller, regardless of any claims the buyer may have against the seller, including the right to a discount on the purchase price of the goods, set-off, and other reasons that could reduce the amount of the buyer's due claims against the seller.
5.1.6. The buyer is obligated to protect the designations, trademarks, and names of individual goods. The buyer shall not use these trademarks, names, or company names of the seller in connection with other business activities conducted by the buyer.
5.1.7. No rights or obligations of the buyer arising from the contract or these terms may be transferred or assigned without the prior written consent of the seller.
5.2. Rights and Obligations of the Seller
5.2.1. The seller is obligated to promptly inform the buyer by email and/or telephone if, for any reason, they cannot deliver the ordered goods to the buyer.
5.2.2. The seller is obligated to inform the buyer about all changes that are essential for the fulfillment of the contract.
5.2.3. The seller is authorized to, at their discretion, verify the buyer's compliance with the obligations stipulated in the contract and these terms.
VI.
Termination of the Contract
6.1. Termination by the Buyer - Consumer - of the Contract
6.1.1. This Article 6.1 of the terms and all the sub-articles contained therein exclusively apply to buyers who are consumers within the meaning of § 419 of the Civil Code, i.e., natural persons acting outside the scope of their business activities or outside the independent exercise of their profession.
6.1.2. In the event that the contract was concluded by means of distance communication, primarily by phone or email, the buyer has the right to withdraw from the contract without stating reasons and without penalty within 14 calendar days:
a) from the date of receipt of the goods by the buyer or a third party designated by them (other than the carrier), or
b) from the date of acceptance of the last delivery of the goods by the buyer or a third party designated by them (other than the carrier) in the case where the subject matter of the contract consists of several types of goods ordered within one order, or
c) from the date of acceptance of the last item or part of the delivery of the goods by the buyer or a third party designated by them (other than the carrier) in the case where the subject matter of the contract is goods delivered in multiple parts or pieces.
6.1.3. To comply with the deadline for withdrawal from the contract, it is sufficient to send the withdrawal before the expiration of the respective 14-day period to the seller. The recommended method for withdrawing from the contract according to this Article 6.1 of the terms is written withdrawal, either by mail to the delivery address specified in the sales documents or to the electronic address of the seller specified in the sales documents or on the seller's website, or by email to the seller's electronic address. Another way to withdraw from the contract is personal withdrawal at the seller's registered office. In the context of withdrawing from the contract, the buyer is required to provide their first and last name, order number, identification of the order confirmation or acceptance of the offer, the date of sending the order, receipt of the order confirmation or acceptance of the offer, as well as identification of the goods from which they are withdrawing from the contract. The buyer may use the withdrawal form from the contract, which is an attachment to these terms, to withdraw from the contract according to this Article 6.1 of the terms.
6.1.4. Notwithstanding the above, the buyer is not entitled to withdraw from the contract in some cases, and in addition to other legally valid reasons, the buyer is not entitled to withdraw for the following reasons:
a) when the subject of the purchase was goods that were modified according to the buyer's wishes or for their person, as well as goods that are subject to rapid destruction;
b) in the case of the delivery of computer software on a physical medium, if the buyer has broken its original packaging before withdrawal;
c) in the case of the delivery of digital content (computer program) if it was not delivered on a physical medium and was delivered with the prior express consent of the buyer before the withdrawal period expires;
d) in other cases set out in the provisions of Section 1837 of the Civil Code.
6.1.5. In the event of withdrawal from the contract, the buyer is obliged to return the goods, including all accessories and complete documentation (proof of purchase, instructions, warranty card), to the seller's registered office address no later than 14 calendar days from the date of withdrawal from the contract. Goods cannot be returned COD (cash on delivery), and such shipments will not be collected by the seller, who is not liable for their loss, destruction, or damage. The cost of returning the goods to the seller is borne by the buyer.
6.1.6. In connection with the withdrawal from the contract, the buyer shall not be liable for any depreciation of the goods resulting from the handling of the goods in a manner necessary to become familiar with the nature and characteristics of the goods, including their functionality. In the event that the goods are damaged, worn (except to the extent necessary to familiarize oneself with the goods), or partially consumed before being returned to the seller, the buyer shall be liable to the seller for any resulting damages up to the purchase price of the goods. In this case, the seller is entitled to set off its claim for damages against the buyer's right to a refund of the purchase price of the goods. Damage to the goods does not include damage to the original packaging caused by unpacking.
6.1.7. If the buyer rightfully withdraws from the contract, the seller is obligated to refund the purchase price to the buyer no later than 14 calendar days from the date of receiving the withdrawal, including the transport costs of the goods for which the withdrawal applies, as specified in the contract. If the buyer chose a more expensive method of delivering the goods than the cheapest one offered by the seller, with respect to the transport costs, the seller will only refund to the buyer an amount equivalent to the cheapest offered method of delivery. The seller is entitled to require the buyer to prove that they have returned the goods to the seller in accordance with Article 6.1.5 of these terms and will not refund the purchase price to the buyer until this fact is proven, or will not refund it until the goods have been received. The seller will refund the purchase price to the buyer through a non-cash transfer to the bank account from which the buyer made the payment or as instructed by the buyer upon refund, or by an invoice to the address of the buyer specified in the order if expressly requested by the buyer.
6.1.8. In the event that the buyer withdraws from the contract in violation of Article 6.1.2 of these terms (invalid withdrawal), or if the buyer returns the goods to the seller without a valid withdrawal from the contract, the seller shall inform the buyer that they have not acknowledged the validity of the return and shall return the goods at the expense of the buyer.
6.1.9. If the seller has provided the buyer with a gift along with the goods, or a bonus item with a specific value, the gift contract between the seller and the buyer or the purchase contract for such a bonus item is concluded with a dissolution condition, whereby if the buyer withdraws from the contract in accordance with this Article 6.1 of the terms, the contract for such a gift/bonus item is terminated, subject to effectiveness, and the buyer is obligated to return the provided gift/bonus item along with the goods to the seller.
6.2. Withdrawal by the Buyer - Entrepreneur from the Contract
6.2.1. This Article 6.2 of the General Terms and Conditions, and the sub-articles contained therein, exclusively apply to buyers who act within the scope of their business activities or in connection with their own business activities, production, or similar activities, in accordance with the provisions of § 420 of the Civil Code.
6.2.2. The buyer - entrepreneur is entitled to withdraw from the contract due to a substantial breach by the seller, particularly if the seller delays the delivery of the goods for more than 30 calendar days from the final delivery date set by the seller (this date does not apply as an indicative delivery date for the goods mentioned in Article 2.2 and 2.4 of these terms).
6.2.3. Cases in which the buyer is in arrears with the payment of the advance invoice or the delivery of the goods for a reason attributable to the buyer are not considered delays by the seller.
6.2.4. In contrast to the buyer - consumer, the buyer - entrepreneur is not entitled to withdraw from the contract in the cases mentioned in Article 6.1 of these terms.
VII.
Protection of Personal Data, Sending Business Messages
7.1. The buyer - entrepreneur declares that they are authorized to use the contact details of their employees (or other natural persons listed in the order or accepting the offer) and to provide this information to the seller in connection with the contract.
7.2. The seller processes and uses the identification and contact data of natural persons provided by the buyer solely for the purpose of delivering the goods, communicating with the buyer, and maintaining a list of the seller's customers. This data will not be disclosed or made available to third parties unless necessary to fulfill the seller's legal obligations.
7.3. The scope of processed personal data and details of their processing are described in a separate document titled "INSTRUCTIONS FOR PROCESSING PERSONAL DATA OF DATA SUBJECTS IN THE CONTEXT OF GOODS DELIVERIES," which is provided to the buyer along with these terms and conditions and is also available on the seller's website.
7.4. The seller is entitled to use the email addresses provided by the buyer even after the performance of the contract for the purpose of transmitting information about the goods and current sales events of the seller. The buyer has the right to refuse further transmission of this information to their email or mailing address at any time by sending an email to the seller's email address or by sending a letter to the seller's registered office address.
VIII.
Final Provisions
8.1. By submitting the order or accepting the offer, the buyer confirms that they have read the contract, including the terms and conditions, and agree with its content. Furthermore, the buyer declares that they do not consider any of the provisions of the terms and conditions as surprising, have taken into account the content of these conditions, and accept them.
8.2. Matters not regulated in the contract and these conditions shall be governed exclusively by the laws of the Czech Republic, in particular, the Civil Code.
8.3. Disputes in the Czech Republic shall be exclusively subject to the jurisdiction of the courts or other legally designated authorities.
8.4. If the buyer is an entrepreneur within the meaning of § 420 of the Civil Code, the parties, as entrepreneurs pursuant to § 1801 of the Civil Code, have agreed that their contractual relationship based on the contract is not subject to § 1799 and § 1800 of the Civil Code.
8.5. In the event that any provision of the contract or these terms and conditions is invalid or ineffective, it shall not affect the validity and effectiveness of other provisions of the contract and these terms and conditions.
8.6. These General Terms and Conditions were published on the 1.9.2019 and shall become effective on the 1.1.2020.