PROMOTEUS BUSINESS TERMS
I. General Provisions
1.1 These business terms regulate the contractual relationship between the Supplier – business company 1000KOZ s.r.o., ID: 29018129, with its registered office at Prague 5, Radotín, Býšovská 807/8, ZIP code 153 00, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, file 160282 (hereinafter referred to as the “Supplier”) and the Client, who can only be an entrepreneur (not consumer) concluding a contract as part of his business activity applying to the deliveries of all assortment of goods of the Supplier currently on offer, also through electronic catalogue published on www.promoteus.cz.
1.2 These business terms are an integral part of a contract concluded between the Supplier and the Client and they are followed every time the Contract does not expressly stipulate divergent provisions. The Client must be provided with these business terms before sending the order. By sending the order, the Client confirms that it has familiarized itself with the contents of these business terms and that it agrees with the business terms as they are written without any reservation. The Client also declares it does not consider itself to be a weaker contractual party in this agreement, that it had the opportunity to influence the contents of the Contract and considers all its provisions to be sufficiently negotiated.
1.3 The Contract and legal relationships ensuing from it are subject to the Czech law and the legal relationships not regulated by the Business Terms are subject in particular to Act No. 89/2012 Coll., Civil Code.
2.1 The Contract is concluded in writing, or in the form of electronic mail (mutual electronic communication between the Supplier and the Client), if its content clearly defines the material terms of the Contract.
2.2 Delivery of a complete order of the Client is deemed a proposal to conclude a contract pursuant to Art. 1725 of the Civil Code. The order of the Client must be executed in writing, or in electronic mail message (e-mail), and must be sufficiently specific. The order is binding for the Client and it can only be cancelled before the Supplier confirmed its receipt.
2.3 Confirmation of the order by the Supplier deems the Contract concluded. The confirmation of a receipt by the Supplier must be in writing, or in the form of an electronic mail message (e-mail). Receipt of the order comes in effect upon conformance of delivery to the Client.
III. Sample Borrowing
3.1 After agreement of the Parties, the Client has the option to borrow samples from the Supplier from the offered assortment of goods. Borrowing is free of charge and the Parties shall produce a Borrowing Protocol concerning the borrowing. The protocol shall include type, number and price of the borrowed samples and the period for which they are being borrowed.
3.2 The Client shall be obliged to return the borrowed samples to the Supplier at the latest within 2 days since expiration of the borrowing period. Shall the Client fail to return the borrowed samples within the stated period, a purchase contract on purchase of the samples shall be deemed concluded between the Parties, and the Client shall become obliged to pay the Supplier the price of the samples stated in the Borrowing Protocol. The Supplier invoices the price to the Client in an invoice issued pursuant to Art. VIII. of the Business Terms.
IV. Price of Goods
4.1 The price for delivery of ordered goods is always agreed upon directly in the Contract. The price includes all costs related to the manufacturing of the goods including packaging and transport to the Client.
4.2 Due to potential change of prices of the sub-supplier or manufacturer, the Supplier reserves the right to change the prices of the offered goods in between sending the price offer and accepting the order. After the order is confirmed by the Supplier (i.e. after the conclusion of a Contract), the price is binding for both contractual parties.
4.3 The supplier reserves the right to use the samples of the goods ordered by the Client for marketing purposes.
V. Delivery of Goods
5.1 The delivery period shall be 4 weeks, unless the Contract states otherwise.
5.2 The delivery period shall not start upon conclusion of the Contract, i.e. receipt of the order, it shell start at the moment when the Supplier receives a written (or an e- mail) confirmation of the Client of the last correction of the proposal (sample) of the goods without further reservations. In case the last correction is not confirmed by the Client within the period stated by the Supplier, the delivery period shall be prolonged.
5.3 Failure to keep the delivery period does not constitute grounds for the Client to withdraw the Contract. However, shall the Supplier fail to deliver the ordered goods to the Client in the substitute reasonable period (the maximum of 2 weeks), the right of the Client to a contractual penalty amounting to 0.05% of the total price of the ordered goods for each new day of failure to deliver shall be established.
5.4 The supplier reserves the right to deviate in the amount of delivered goods by up to 10%. This fact shall not constitute grounds for withdrawal of the Contract by the Client, however, it shall establishe the change of the price according to the actually delivered volume of goods.
VI. Takeover of Goods by the Client
26.1 When taking the goods over, the Client shall be obliged to check the state and completeness of the delivery, in particular with regard to volume and to obvious defects, and to confirm its findings in the delivery and transport documents. If an obvious defect or defect in volume is not stated in the delivery documents, the delivery is deemed a delivery in the correct volume and without obvious defects.
6.2 By takeover of the goods, the risk of damage shall be transferred to the Client. The ownership right to the goods shall be transferred to the Client upon the full payment of the price.
VII. Payment Terms
7.1 The Supplier shall issue an invoice for the delivery of ordered goods to the Client. Standard invoice maturity shall be 2 weeks since it was issued. The Supplier may unilaterally shorten the maturity period with regard to newly received orders.
7.2 The Supplier shall be entitled to require (in particular in case of clients who are not regular clients of the supplier) reasonable down payment up to 100% of the price of the ordered goods. In such case, the delivery period only starts when the down payment is fully settled.
7.3 The date when the price of the delivered goods is settled is the day when the relevant amount is credited to the account of the Supplier. In case of default in payment, the Client shall be obliged to pay the Supplier a contractual penalty amounting to 0.1% of the outstanding amount for each new day of the default. Settlement of the penalty does not affect the Supplier’s right to damages or lawful late interest. Offsetting against the price shall be forbidden.
7.4 The supplier shall be entitled not to accept further orders of the Client, if, as of the day of sending of the order, there are outstanding liabilities of the Client towards the Supplier.
7.5 If the Client is in default with payment of its due liabilities, the Supplier shall be entitled to suspend delivery of further goods, until the outstanding liabilities of the Client are fully settled. Such approach does not constitute a breach of the Contract and the Supplier has no responsibility for potential harm to the Client.
7.6. The supplier reserves the right to require the Client in case of outstanding liabilities toward the supplier, or in case such situation occurred repeatedly in the past, to pay for the goods in cash upon takeover.
VIII. Responsibility for Defects
8.1 The supplier shall be responsible for defects the goods show upon takeover by the Client. The rights from defective performance shall be subject to the relevant provisions of the Civil Code.
9.1 The rights of the Client ensuing from responsibility of the Supplier for defects shall be applied by the Client in writing to the electronic address firstname.lastname@example.org (hereinafter referred to as “Claims”).
9.2 The client shall send the defective goods to the Suppler to 1000KOZ, s.r.o., Nám. Osvoboditelů 1409/6, 153 00 Prague 5 at its own expense. The client shall entitled to reimbursement of the costs in case the claim is recognized as justified.
9.3 The Supplier shall assess whether the claim is justified within 30 days since delivery of the claimed goods to the Supplier.
9.4 In case the goods were delivered in different volume, quality or execution than stipulated by the Purchase Contract, it must be claimed with the Suppler immediately, otherwise the goods is deemed delivered properly. In such case, the Client shall be obliged to submit claimed goods and relevant delivery documents along with its written claim.
9.5 In case the goods are transported to the Client using a messenger service, and the goods are delivered damaged, the Supplier shall be obliged to obtain photo documentation and produce, in cooperation with the messenger service, record document of the damage.
9.6 The Supplier shall deal with the claim in compliance with generally binding legal regulations. If the performance of the Supplier is defective according to the Contract, the claims of the Client established by the liability for defects shall be settled in the following way and in the following order: delivery of missing goods, adequate discount on the purchase price, removal of other defects, delivery of goods replacing the defective goods. The Client shall not not entitled to withdraw the purchase contract.
9.7 The claims concerning the goods by the Client do not affect the obligation of the Client to settle the full purchase price or to perform its other obligations towards the Supplier.
9.8 The Client shall be entitled to the reimbursement of necessary mailing costs incurred in direct connection with application of the claim, only if the claim was deemed justified.
10.1 The Supplier is entitled to withdraw the Contract completely, or partially, if performance of an order subject to the Contract becomes impossible (i.e. sub- supplier or manufacturer do not provide or manufacture the ordered goods any more, and the goods cannot be delivered even under hindered circumstances or after the period that was agreed upon). If the Client has already paid a part or the whole price of the order, the Supplier shall be obliged to reimburse the settled amount without undue delay and in full amount.
10.1 The Client shall not be entitled to withdraw the Contract.
XI. Personal Data Protection, Commercial Communication
11.1. The Client consents with processing of his personal information provided for the purposes of conclusion of the Contract, for the purposes of execution of rights and obligations ensuing from the Contract and also for the purposes of sending information and commercial communication by the Supplier.
11.2. Personal information shall be processed for an indefinite period of time. However, the Client is aware that it can withdraw its consent with processing of personal information any time by delivering a written announcement to the address of the registered office of the Supplier.
XII. Final Provisions
12.1. The Parties expressly rule out the application of the following provisions of the Civil Code: Art. 557 (contra proferentem rule), Art. 558 (priority of business habits over the provisions of the law that have no forcing effects), Art. 1732 paragraph 2 (the proposal to deliver the goods for the price stated in the catalogue establishes a quotation), Art. 1740 paragraph 3, Art. 1799 and 1800 (adhesion contract clauses), Art. 1805 paragraph 2, Art. 1978 paragraph 2 (vain expiration of the additional period stipulated for the performance results in automatic withdrawal of the contract), Art. 2108 (the purchaser does not have to pay the part of the purchase price corresponding to its right to discount)
12.2 The client resumes the risk of change in circumstances in the sense of Art. 1765 of the Civil Code.
12.3 The rights of the Client established by the Contract cannot be transferred without prior written consent of the Supplier.
12.4 If the relationship between the Supplier and the Client includes and international element, the Parties agree that the governing law is the law of the Czech Republic. Disputes between the Supplier and the Client shall be always heard by a court with jurisdiction over the district where the registered office of the Supplier is located.