General terms & conditions of the company SOLLAU s.r.o.
seated at Hřivínův Újezd 212, postal code 763 07, Czech Republic, ID: 292 61 759
I. THE INTRODUCTORY PROVISIONS
- These General Terms and Conditions (hereinafter referred to as “GTC“) regulate the contractual relationship between the Buyer – a business partner (individual or legal entity) and the company SOLLAU s.r.o., seated at Hřivínův Újezd 212, postal code 763 07, Czech Republic, ID: 292 61 759, a company registered in the Commercial Register kept by the Regional Court in Brno, section C, insert 68934 (hereinafter referred to as “the Seller“). These GTC form an integral part of the Purchase Contract or the Framework Contract concluded between the Buyer and the Seller (hereinafter referred to as “the Contract“). The subject of the Contract is the supply of the Goods by the Seller to the Buyer pursuant to relevant provisions of Act No 89/2012 Coll., of the Civil Code. By signing the Contract or its Annex, or by sending the Buyer's order (drawn up pursuant to the Seller's offer) the Buyer confirms to be aware of the text of these GTC, to accept the GTC and to agree to follow their stipulations.
- In case of any contradictions between the individual stipulations of the GTC and individual stipulations of the Contract, the stipulations of the Contract will prevail.
- The Goods will be delivered on the basis of the written Buyer’s order only, based upon the Seller´s offer.
- The Buyer will present his order for the Goods. Every Buyer´s order must contain at least the following essential data:
- the Seller´s and the Buyer´s identification, their trade name/name and surname, seat/place of business and identification number;
- reference to Framework Contract, if exists;
- description of the ordered Goods;
- required quantity of the Goods, including its technical specification;
- contractual price pursuant to the Buyer´s offer;
- required date and place of delivery; unless agreed otherwise, the Seller´s seat is the place of delivery;
- information on the subject which will provide the transport and pay for it;
- signature of a person authorized to act for the Buyer in this affair.
- After the Seller receives the Buyer´s order, the Seller will send the Buyer an order confirmation or a new contract proposal. The order confirmation or the new contract proposal usually contains elements as specified by Art. II, par. 2 hereof. Unless the order confirmation or the new contract proposal is sent to the Buyer within 14 (fourteen) days from the reception of order, the order will expire. Acceptance of the Seller´s offer with an appendix or a deviation on the Buyer´s part though non-essentially altering or modifying conditions of the Seller´s offer does not constitute acceptance of the Seller´s offer. The Contract is not concluded until agreement on all its points has been reached. An acceptance of the Seller´s offer made by the Buyer must not contain any appendices, restrictions, limitations, deviations or other changes. It must not refer to any terms of trade other than these Seller's GTC. If the Contract is made in another form than in a written one, then the Contract will only be valid with such a content as agreed by the Parties or with such a content confirmed by the Seller to the Buyer in written form in his confirmation.
- The Contract between the Parties is concluded when the order confirmation is delivered to the Buyer or when the Seller´s new offer is unconditionally accepted by the Buyer. If only a part of the Goods from the order is confirmed by the Seller, then the Contract between the Parties concerns the confirmed part of the order only. If the order confirmation should contain a change other than mere reduction of the required quantity of the Goods which is a subject of the particular contract, this will be considered as a new offer for such a particular contract. The other party may accept such an offer within the same period and in the same manner as the Seller accepts the Buyer´s order.
- Any change of the content of the Contract may be made in writing only, based on an Annex to the Contract, signed by both Parties (e-mail delivery will be sufficient). Prior to signing of an Annex to the Contract, the amount of possible extra costs, occurred in connection with the Annex, will be calculated and approved mutually. This amount corresponding with agreed extra costs will be indicated explicitly in the Annex to the Contract. By signing the Annex, the Buyer undertakes to pay extra costs to the Seller.
III. THE SUPPLY OF GOODS
- The Seller will deliver the Goods to the Buyer within the time-limit as agreed in the Contract. The Seller reserves a right to extend the delivery period in special cases originated by Act of God pursuant to Art. X, par. 1 hereof, or in cases where it is impossible to carry out the delivery within the anticipated time, due to objective reasons or to withdraw from the Contract in cases pursuant to Art. IX, par. 1 hereof.
- The Seller delivers the Goods based on delivery condition of INCOTERMS 2010 – EXW Hřivínův Újezd, unless agreed otherwise. If the Buyer fails to accept the the delivered Goods in due form and in time, the Seller may charge the Buyer with related costs and is entitled to sell the Goods as well.
- The Buyer is fully liable for acceptance of the Goods under the Contract made. In case the Buyer authorizes a third-party (T. P.) or/and a carrier to accept the Goods under the Contract (hereinafter referred to as “Authorized Party“), then the Buyer will be fully liable for such a correct commission as well as for actions of these Authorized Parties entitled to acceptance of the Goods. The Seller will not be liable for damage(s) caused to the Buyer by these Authorized Parties.
- Should the Seller or a carrier chosen by the Seller hands over the Goods under the Contract at the place of delivery/destination specified in the particular contract (differently from par. 2 or at the place of delivery as specified under par. 2 of this article) to a person claiming to be commissioned by the Buyer, it holds good that the Seller or the carrier chosen by him acted in good faith concerning the identity of such a person. The Seller will not be liable for any consequences occurred in relation to the Buyer in case it comes out that in fact such a person was not commissioned by the Buyer to accept the performance under the Contract.
- Risk of damage(s) to the Goods (e.g. loss or deteriorated quality of the Goods) as well as any additional costs will pass from the Seller to the Buyer upon the delivery of the Goods at the place of delivery (specified in the particular contract). Additional costs pass to the Buyer even if the Goods will be transported by the carrier chosen by the Buyer, at the moment of handover of the Goods to this carrier. Unless by the particular contract stated in another way, the risk of damage to the Goods will pass to the Buyer at the place of delivery pursuant to par. 2 of this article.
IV. THE QUALITY OF GOODS, WARRANTY
- The Goods will be delivered in a usual standard quality corresponding to the type of the delivered Goods unless between the Parties will not be stated otherwise.
- The Seller will provide warranty for the delivered Goods to the Buyer provided that it is agreed explicitly in the particular contract and/or if a warranty certificate is handed over to the Buyer, in duration and extent as specified therein. The warranty period starts on the date of delivery of the Goods.
- Assertion of rights because of defects of the Goods or of the warranty of quality, if provided in the particular case, is conditioned by the Buyer´s sending the original document on the Goods delivered to the Seller (delivery certificate, bill of freight, CMR), confirmed in the Buyer´s own hand.
V. THE PURCHASE PRICE
- The purchase price of the Goods follows the Seller´s pricelist valid on the date of the Contract, unless stated otherwise. The price of the Goods becomes binding when the Contract is made. The price in the Contract is stipulated on condition that the delivery of the Goods takes place as a single operation, fluently and without any interruption for reasons on the Buyer´s part. Should any extra costs arise for reasons on the Buyer´s part, the Buyer binds oneself to pay these extra costs to the Seller in their full amount. The price of the Goods does not include costs necessary to transport the Goods to the place specified by the Buyer. The transport of the Goods will be ensured by the Seller solely on the basis of the Buyer´s order and at the expense of the Buyer, unless agreed otherwise.
- If the Buyer´s advance payment to the Seller has been agreed in the Contract, the Seller is not obliged to start the production or any operations (preparation of drawings and other technical supporting documents, production of the Goods etc.) unless the Buyer has paid the contractual advance. Time of delivery of the Goods from the Seller will be prolonged in the length of the default in advance payment on the part of the Buyer. If the Buyer is in default of the advance payment, the Seller cannot be in default of his performance. The period to deliver the Goods to the Buyer will be extended by the period of the Buyer´s default.
- The price of the Goods does not include an assembly, installation of the Goods and its subsequent servicing. The servicing of the Goods (i.e. including purchase of any spare parts) will be arranged by the Buyer upon his own costs. Costs associated with the potential delivery of required spare parts to the Buyer will be covered by the Buyer. The assembly, installation and servicing of the Goods will only be insured by the Seller. All that is based on the Buyer´s order (confirmed by the Seller) and upon the Buyer´s costs, unless agreed otherwise.
VI. THE TERMS OF PAYMENT
- Payments agreed to be made by a bank transfer between both the Parties will be considered made upon being credited to the Seller´s account. Cash payments agreed between both the Parties will be considered made upon being given to the person authorized by the Seller.
- The Buyer is obliged to pay the remaining part of the price under the Contract, having deducted the advance payment, based on an invoice / tax document issued by the Seller unless the payment based on an advance invoice was made beforehand to its full extent. The Buyer has to make the payment within the maturity period specified in the invoice.
- If the Buyer fails to pay the price or any part thereof on the maturity date, the Buyer will get to default starting on the following day. If the Buyer is in default of payment of the price (or any part thereof), the Buyer has to pay the Seller a contractual fine in the amount of 0.05% of the amount due for each started day of default. The agreed contractual fine is without prejudice to Seller´s right to a compensation of damage, in its full extent. The Parties have agreed that in case of the Buyer´s default the Seller has a right to compensation of damage, including the interests for late payment and the contractual fine.
- The Buyer gets the proprietary right to the Goods only after the full payment of the purchase price to the Seller.
VII. THE PUTTING THE GOODS INTO OPERATION
- The Buyer takes due note of the fact that the Seller will put the Goods or a device, being considered as a part of the Goods, into operation neither pursuant to Art. 5 of Directive of the European Parliament and of the Council 2009/104/EC dated 16 September 2009 on minimal requirements on safety and occupational health when using the operational device by the staff at work (hereinafter referred to as “the Directive 2009/104/EC“), nor pursuant to the Directive of the European Parliament and of the Council 2006/123/EC dated 12 December 2006 on services at the domestic market (hereinafter referred to as “the Directive 2006/123/EC“), unless in writing agreed otherwise. The Buyer undertakes to put into operation the Goods or a device, being considered as a part of the Goods, independently, at its own expense and own responsibility in conformity with Art. 5 of the Directive 2009/104/EC and the Directive 2006/123/EC, i.e. the Buyer will ensure above all, but not exclusively as follows:
- the Goods or a device, being considered as a part of the Goods, and the safety of which depends on conditions of the installation, will be a subject to initial check (after installation and prior to its first putting into operation) and a subject to check after each assemblage in another workplace or in another place by qualified persons - in terms of intranational legal regulations or customs to ensure a proper installation and functioning of this operational device;
- the Goods or a device, being considered as a part of the Goods, will be a subject to periodic checks and periodic tests respectively, being carried out by qualified persons in terms of intranational legal regulations or customs;
- the Goods or a device, being considered as a part of the Goods, will be a subject to extraordinary checks being carried out by qualified persons in terms of intranational legal regulations or customs every time, when extraordinary events will occur, which could influence the safety of the Goods or a device, being considered as a part of the Goods, such as alterations, accidents, natural phenomena, a longer time of non-use.
- The Buyer will ensure noting the results of checks in writing; these will be at disposal to an appropriate authority and kept reasonable period of time. As far as the Goods or a device, being considered as a part of the Goods, should be used outside the Buyer’s house, the Buyer will equip the Goods or a device by the document on a realization of the last check. The Buyer will ensure conformity of these checks with corresponding intranational legal regulations.
- If the Goods or a device (being considered as a part of the Goods) should be installed by a third party, the Buyer undertakes to entrust such a provider, who meets the requirements pursuant to the Directive 2006/123/EC.
- The Seller will carry out an individual examination of the Goods prior to its first putting into operation only in the place of delivery of the Goods as an individual verification of the product pursuant to the technical C type standard. The Buyer will engage to concretize this to the Seller in writing expressly. The verification will further be performed pursuant to the Directive of the European Parliament and of the Council 2006/42/EC dated 17 May 2006 on the machinery and pursuant to the changed Directive 95/16/EC (re-made wording), followed by the Directive 2006/42/EC. The above mentioned will only be valid, if this has been arranged between the Buyer and the Seller in writing explicitly in an individual Contract of Purchase.
VIII. THE LIABILITY FOR DEFECTS, WARRANTY CLAIMS
- The Seller´s liability for defects will be governed by corresponding provisions of the Civil Code as amended unless agreed otherwise in the Contract or herein. The Parties have agreed that assertion of rights resulting from defects of the Goods or from the warranty of quality, if provided in a particular case, is conditioned by fulfilment of the Buyer´s duty to hand over the confirmed original delivery document (delivery certificate, bill of freight, CMR) to the Seller.
- The Buyer is bound to inspect the Goods as soon as possible at and after the transfer of a risk to damage to the Goods (i.e. after the delivery of the Goods to the Buyer). The Buyer is further bound to check the state of the Goods, its quantity and completeness and notify all discovered defects to the Seller without unnecessary delay after the receipt of the Goods – by an entry into the delivery certificate. Defects discovered later, if any, must be asserted against the Seller in writing with exact description of the defect, identification of the Goods and the Buyer´s contact information. At the same time, the Buyer must enclose a photo/photos of asserted defects. Furthermore, the Buyer has to prove that the Goods manifested defects under complaint already upon the transfer of a risk of damage to the Goods, i.e. upon the delivery of the Goods. If the Buyer fails to comply with any of the conditions of the complaint procedure as specified in the Contract and/or under Art. VIII hereof, the Seller is not obliged to admit a claim as justified.
- The Buyer´s right from the faulty performance is created by a defect which was present in the Goods upon the transfer of a risk of damage to the Buyer, i.e. upon the delivery. The Seller is liable for defects originated during the warranty period after the Goods are handed to the Buyer, if the warranty was provided in the particular case and if the Buyer proves that defects in question were caused by a breach of the Seller´s duties. The warranty does not cover failure to observe assembly or installation instructions, common wear and tear, an unsuitable use or the maintenance of the Goods, cases of willful damage of the Goods or a damage by Act of God.
- The costs incurred in association with the warranty claim will be borne by the Seller if the warranty claim is justified while they will be borne by the Buyer if the warranty claim is not justified. In such a case the liable party will cover these costs to the entitled party no later than 30 (thirty) days from the delivery date of the invoice. All the costs will be duly accounted and numerated in it.
- outgoings associated with a justified claim pursuant to the paragraph above (i.e. travelling expenses, costs of transport of the defective/new/repaired Goods, disassembly/assembly, costs of employees and other personnel, integration of third parties) nor he covers these in case that the Goods has been handed over by the Buyer to a third party in another place of destination than the place of delivery to which the Goods were delivered by the Seller. Therefore, the defect removal is associated with higher costs.If the Seller’s Goods should be built into another apparatus of the Buyer or into that of a third party, the Seller will not cover the costs of disassembly/assembly from/into this apparatus respectively. Moreover, the Seller does not cover the Buyer's costs expended on a repair/purchase of the new Goods in case these were expended by the Buyer a) without due announcing a defect to the Seller, b) without application of the right resulting from the defect in the Seller's house and c) without removing the defect on the part of the Seller.
- If the Contract is breached due to defective performance non-essentially, the Buyer will exclusively have a right to elimination of such defects or a right to an appropriate discount from the price pursuant to the Seller's option. The provisions of section 2107, cla. 3 of the Civil Code will not be applied. A claim on such a right is conditioned by the Buyer´s written notification of defects to the Seller without an unreasonable delay after their finding. If the removal of defects should be connected with inadequate costs, the Buyer has the right to apply claims for such defects pursuant to the Art. VIII, cla. 7 of these GTC. The judgement, whether in the concrete case an essential or non-essential breach of contract due to unsatisfactory performance, as well as the judgement of inadequate costs connected with removal of defects is the point in question, belongs exclusively to the Seller. The Seller is obliged to inform the Buyer about the result of such a judgement in writing (an e-mail will be enough).
- If the Contract is breached due to defective performance essentially, the Buyer will exclusively have a right to elimination of such defects (especially by a repair, by provision of a new perfect performance respectively), or a right to an appropriate discount from the price pursuant to the Seller's option. A claim on such a right is conditioned by the Buyer´s written notification of defects to the Seller without an unreasonable delay after they are found.
- The Seller will not be liable for defects caused by the transport (if arranged by the Buyer), by an incorrect use or the storage of the Goods, by a non-professional intervention or neglect of necessary maintenance of the Goods or by mechanical or chemical damage. Furthermore, the Seller will not be liable for damage to the Goods caused by failure to observe prescribed or usual forms of use. Duration of warranty, if granted, is conditioned by the fact that all maintenance and repairs of the Goods during the warranty period must be carried out exclusively in compliance with the owner's manual and the Seller´s instructions - upon the Buyer’s costs. The Seller will not be liable for defects of the Goods caused by a non-professional maintenance and assembly of the Goods.
- In case of the Buyer´s default of payment of the price under the Contract, the Buyer irreversibly, without any further actions loses its right to any warranty of quality under these GTC and to the warranty confirmation (i.e. warranty certificate). The warranty is not provided in such a case and the provisions of Section 2108 of the Civil Code will not be applied.
- The Seller will not be liable for damages caused to third parties due to the Buyer´s wrong instructions or an incorrect assembly carried out by the Buyer or a person commissioned by the Buyer. The Buyer is not entitled to assert a right for compensation of possible damage and to apply to claims for defects at the same time. The Seller does not answer for damages caused by a defect, especially for damages caused by the (temporary) stoppage of production, damages associated with travelling expenses, for the disassembly and assembly of the Goods from/into another apparatus, purchase of material for repairing the Goods/other apparatus into which it is installed, for the costs of conveyance and transport of the Goods, the costs of employees, personnel, involvement of third parties, the costs of assessment of claims and defects, e.g. of expert's statements.
IX. THE INTERNATIONAL ELEMENT
- If the Buyer is an individual or a legal entity with its place of business/seat outside the territory of the Czech Republic (hereinafter referred to as “the Foreign Buyer“), the following stipulations will also be applied to the Contract concluded between the Seller and the Foreign Buyer. These stipulations will take preference over the remaining stipulations hereof.
- The Legal relationship created between the Seller and the Foreign Buyer on the basis of this Contract as well as based on individual contracts of sale between the Parties will be governed by the valid Czech legislation except for the collision stipulations. The Parties thus make their choice of the law applicable to this Contract pursuant to Art. 3 of Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (“Rome I Regulation”). The Czech law will be chosen as the preference law. The competent Czech court of justice, locally seated in the same district as the Seller's place of business, will be exclusively competent to decide all disputes, disagreements, interpretational or professional questions (expertises) and any possible claims arising from this legal relationship, this framework contract as well as claims for individual contracts of sale between the Parties. The UN Vienna Convention on Contracts for the International Sale of Goods of 11 April 1980, published for the Czech Republic under No 160/1991 Coll., will not be applied.
- If the assembly of the Goods is not needed or if the assembly of the Goods should be carried out by the Foreign Buyer under the Contract, the Seller will have complied with his duty to deliver the Goods when the Seller hands the Goods to the Foreign Buyer at any of Seller´s place of business for the Foreign Buyer´s own transport, or when the Seller hands the Goods for transport to the carrier designated by the Foreign Buyer, or to the carrier upon whom the Foreign Buyer and the Seller have agreed. The costs of transport will always be borne by the Foreign Buyer unless agreed otherwise. The Seller delivers his Goods with a delivery clause pursuant to Incoterms 2010 – EXW Hřivínův Újezd, unless agreed otherwise.
- Risk of damage to the Goods (e.g. loss or deteriorated quality of the Goods) as well as any additional costs will pass from the Seller to the Buyer upon handover of the Goods to the Buyer or upon handover of the Goods to the carrier specified by the Buyer unless agreed otherwise.
- These GTC have been made out in the Czech language. In case of other language versions of these GTC or of an individual contract the Czech version will always prevail.
X. THE FINAL PROVISIONS
- If irremovable obstacles preventing the Seller from the fulfilment of his obligations towards the Buyer appear on the Seller´s part and such obstacles were not caused by the Seller, the Seller may withdraw from the Contract unilaterally in writing and has to return immediately the settled amount paid by the Buyer reduced by the costs spent for the Buyer´s benefit. The Seller will not be liable to the Buyer for his failure to fulfill his duties resulting from the concluded Contract or for damage caused by such failure so far the failure was caused by unexpected and unavoidable events that could not have been avoided by the Seller (in particular due to Act of God events). The Seller will not be liable to the Buyer for damages caused on the basis of contracts concluded between the Buyer and other persons, especially for subsequent and indirect damages.
- Act of God includes (but is not limited to): the mobilization, the war, a natural disaster, civil uprisings, power failures, etc. Unless the Seller withdraws from the Contract due to an obstacle preventing him to fulfil his obligations under the Contract, the period determined for the discharge of duties will be extended by reasonable time, assessed pursuant to the nature of the obstacle. The Seller will inform the Buyer of the obstacle as soon as he is able to do so, specifying the character of the obstacle and determining a time-limit by which he will be able to discharge his duty/duties additionally.
- The Seller may also withdraw from the Contract one-sidedly in case specified in the Contract or by law. The Seller is empowered to withdraw from the Contract if the Buyer enters liquidation or if the insolvency proceeding has been started against the Buyer. The Seller may further withdraw from the Contract or he may suspend the delivery of the ordered Goods in case the Buyer is in default with the payment of any due obligation against the Seller for more than 30 (thirty) days. Furthermore, the Seller is eligible to withdraw from the Contract if the Buyer commits a serious or repeated breach of any of his obligations resulting from the Contract although the Buyer was warned of such a fact in writing and failed to remedy the situation during reasonable period which was additionally granted and which was no less than 10 (ten) calendar days.
- In case of withdrawal from the Contract, the Contract will be terminated on the day following the day when the written notice of withdrawal is delivered to the other Party. The withdrawal is to be delivered by registered post to the address of the other Party. The withdrawal will also be considered delivered on the date when the notice sent by registered post returned as undeliverable or upon being explicitly refused to be received by its addressee.
- The termination of the Contract by withdrawal will not influence duties of the Parties to pay a contractual fine, to compensate a damage or other loss or other stipulations of this Contract which are to survive the termination hereof.
- The Buyer declares to have sufficient funds to pay the price of the Goods in its full amount. The Buyer may not set off any of his obligations against the Seller unilaterally against any of his claims towards the Seller.
- By signing the Contract with the Seller, the Buyer undertakes to refrain from any competitive actions against the Seller which might impair Seller´s business activities, for the term of validity of the Contract. In particular, the Buyer will not do the following without previous explicit approval, license or other authorization granted by the Seller:
- to manufacture the Goods being the subject of the Contract and of individual contracts made on its basis;
- to copy, to imitate or otherwise to make use of technical solutions used by the Seller to manufacture the Goods or refer such technical solutions to third parties;
- to present the Seller´s Goods as the Buyer´s own Goods or the Goods of another entity;
- or to commit any other practices of unfair competition against the Seller; in case of breaching any single duty specified in this article (X.), par. 3 hereof by the Buyer, the Buyer has to pay the Seller a contractual fine in the amount of EUR 20,000.00 (in words: twenty thousand euros). The payment of the contractual fine will be without prejudice to other Seller´s rights.
- The Buyer grants his consent to the Seller to process his personal data in the Seller’s database for successful execution of the Contract. The Buyer has the right to access to his personal data and the right to correct them including further legal rights to these data. Personal data can be removed from the database upon the Buyer’s written request. The protection of the customer’s personal data, including conditions for sending business messages is governed by the rules given in the document “Personal Data Processing Principles under GDPR”. The GDPR current wording (General Data Protection Regulation) is at disposal here.
- Unless in these GTC stipulated otherwise, provisions of Act No 89/2012 Coll. of the Civil Code, as amended, will be applied to Contracts. The Parties have agreed that the Czech court under the district in which the Seller´s seat is situated will have jurisdiction to settle disputes between the Parties.
- By confirming the Seller´s offer or by signing the Contract or its Annex, the Buyer expressly acknowledges to be aware of and to accept the current version of the GTC and to agree to observe its/their stipulations.
- The Seller may propose changes hereof unilaterally, anytime due to (including, but not limited to) changes of legislation. The Seller will inform the Buyer of proposed changes of these GTC at least 1 (one) month in advance via his web pages or by e-mail, specifying the day when such changes are to become effective. The Buyer has to make himself familiar with proposed text of the changes. Unless the Buyer refuses proposed changes of the GTC in writing at the latest one day before proposed effective date of such changes, it will hold good that the Buyer accepts proposed changes of the GTC as on the effective date proposed by the Seller. If the Buyer refuses the draft of the new GTC in writing, the original text of the GTC will remain in force. If the Buyer refuses the draft of the new GTC, the Seller may revoke the Contract with a six-month period of notice.
- Where is no contrary to legal regulations, the Buyer agrees that all the Seller´s rights and obligations in respect of the Buyer will be subject to the statute of limitations within the limit of 15 (fifteen) years.
- The Buyer agrees that the Seller may figure in his due monetary claim against the Buyer to any Buyer´s monetary claim against the Seller, irrespective of currency of the claim and legal relationship it is based on.
- The Buyer agrees that the Seller may figure in his claims against the Buyer´s claims which have not become mature, which cannot be subject to enforcement and which cannot be applied before the Court or which are the subject to the statute of limitations.
- Without the Seller´s previous written consent the Buyer may not transfer (including security by cession or transfer of title as security) or put his claims against the Seller in pledge, transfer the Contract or any part thereof or any rights and duties resulting from the Contract respectively.
- In case any Article of these GTC or of the Contract becomes invalid, ineffective or unenforceable or appears to be in contradiction with valid legislation, it will hold good that such Article is fully separable from the remaining Articles of the document and the remaining Articles of these GTC or of the Contract will thus remain fully valid and effective.
- These GTC and also the Contracts, of which the GTC form an integral part, have been executed in the Czech language. If other linguistic versions of the GTC or the Contract are made (before or after the Contract is concluded), the Czech language version will always prevail.
- Severability (Salvatoric) clause
- If any obligation resulting from these GTC or from the particular Contract which, however, does not create its substantial requisite, will become invalid or unenforceable as a whole or its part, then is fully separable from the other provisions of these GTC or of the particular contract. Such as invalidity or unenforceability will not have any influence on the validity and enforceability of any other obligations of these GTC or of the particular Contract. The Parties within the particular contract undertake to replace this invalid or unenforceable separate obligation with the new valid and enforceable obligation by an Annex to this Contract. The subject of this new obligation will furthest correspond to the subject of the original separate obligation.
- However, if any obligation resulting from these GTC or from the particular Contract and creating their substantial requisite will become invalid or unenforceable as a whole or its part, the Parties will replace the invalid or unenforceable obligation within the new Contract with the new valid and enforceable obligation. Its subject will furthest correspond to the subject of the original obligation contained in this Contract.
- These GTC are intended for buyers – entrepreneurs. Nevertheless, herewith the Seller makes a potential buyer - consumer wise that in case of a dispute with the Seller the Buyer is entitled to demand his right to out of court solution of a consumer dispute. This right is to be asserted with a proposal presented to: Česká obchodní inspekce (Czech Commercial Inspection), Štěpánská 567/15, 120 00 Praha 2 – Nové Město, according to regulation § 20n Act No 634/1992 Coll., solving the consumer protection. Entire details as to the out of court settlement of disputes are to be found on websites of the Czech Commercial Inspection: http://www.coi.cz.
- These General Terms and Conditions become effective on 1.1.2019.