1. Scope of validity

These General Terms and Conditions (hereinafter referred to as the “Terms and Conditions”) govern all business relations concluded between Hubka-Petrášek a vnuci s.r.o., with registered office at nam. 14. rijna 1307/2, 150 00 Prague 5, ID No.: 28924169 (hereinafter referred to as the “Seller”) and other parties (hereinafter referred to as the “Buyer”).

All business relations are governed by the legal order of the Czech Republic and the Commercial Code of the Czech Republic. The Terms and Conditions are the basic terms and conditions of sale of the Supplier’s goods and, insofar as they deviate from the dispositive legal norms of the applicable legal order of the Czech Republic, they prevail over these norms.

Any different terms and conditions of the Customer shall be valid only in the case of express written consent.

2. Conclusion of the contract

Individual purchase contracts are concluded on the basis of a written/email/telephone/on-line or verbal order from the buyer.

The buyer’s order must contain at least the following:

• the trade name, registered office or place of business of the buyer,

• its VAT number (VAT number if registered for VAT),

• the type of product (goods) that clearly identifies the subject of the order, as stated in the Seller’s price list,

• the quantity of products requested,

• place and date of delivery,

• the method of transport and the form of payment of the purchase price of the goods,

• in the case of a written order, the legible signature of an authorised representative of the Buyer.

On the basis of the Buyer’s order meeting the above requirements, the Seller shall issue an order confirmation to the Buyer, in which the Buyer shall confirm the type, the estimated purchase price, the quantity of products that the Buyer undertakes to deliver, the place and date of delivery, the method of transport and the form of payment of the purchase price.

In the case of written confirmation, the Buyer has the right to submit a written proposal to the Seller within 24 hours of receipt of the order confirmation to change the order or to cancel it. If the Buyer fails to do so within the specified period, the Purchase Contract shall be concluded between the parties in the form as stated in the order confirmation. In the event of the Buyer’s proposal to amend the order, the Seller shall reissue the order confirmation to the Buyer, confirming the type, the estimated purchase price, the quantity of products that the Seller undertakes to deliver to the Buyer, the place and date of delivery, the method of transport and the form of payment of the purchase price. The contract of sale between the two parties, as set out in the subsequent order confirmation, is then concluded at the time the order confirmation is received by the Buyer. The actual fulfilment of the order by the Seller may also be considered as confirmation of the order.

Prior to the conclusion of the first purchase contract between the Seller and the Buyer in the context of their business relationship, the Buyer must provide the Seller with proof of his/her business license (a valid extract from the Commercial Register, trade license or concession certificate).

The Customer undertakes to take over the object or service of performance and to pay within the agreed terms and duly.

3. Prices

The purchase price is set according to the Seller’s price list valid at the time of ordering the goods, unless the parties agree otherwise in a particular case. If, after the conclusion of the contractual relationship, the costs relating to the performance of the subject matter of the contract change substantially, the contractual partners shall agree in writing to adjust the price. The price of the goods does not include transport.

4. Term of performance

The date of delivery is the date of dispatch or handover for transport or receipt of the goods by the customer at the supplier’s shop. Deliveries by instalments are possible by agreement with the customer.

If the customer fails to take delivery of the product at the agreed time and place, it has been agreed by the parties that the supplier may charge the customer storage and reimbursement of costs up to 100% of the agreed price, depending on the resale eligibility of the goods.

5. Expedition and risk transition

Unless a contractually agreed packaging method is agreed, the goods are shipped on a pallet, or in a box, or loose. The risk of accidental destruction passes to the purchaser when the goods are handed over to the carrier or purchaser.

6. Defective and late performance

The Supplier shall be liable to the Customer for defects in the goods pursuant to Section 422 of Act No. 513/1991 Coll.

The Purchaser is obliged to inspect the goods as soon as possible after the risk of damage to the goods has passed. In the case of personal collection of goods, the Supplier shall inspect the goods immediately upon receipt. If he discovers a defect in the goods, he must immediately notify the supplier of the defect at the place of collection. The Supplier shall remedy the defect found and acknowledged by the Buyer free of charge and without undue delay by supplying the missing goods or by supplying replacement goods for the defective goods. If it is not possible to remedy the defect immediately or to supply replacement goods, the Supplier shall do so as soon as possible. The Seller shall notify the Buyer of this deadline.

If the goods are delivered to the Buyer by a carrier, the Buyer shall be obliged to make claims for defects in the quantity and type of goods sold within 3 working days of delivery of the goods by the carrier. The Buyer is obliged to submit claims for defects to the Supplier in writing within the specified period, with a description of the defect. In the event of a defect in the type of goods, the purchaser is only entitled to demand delivery of replacement goods if the defective goods are returned to the supplier in their original packaging. The Supplier shall rectify the defect identified and acknowledged by the Supplier free of charge and without undue delay by supplying the missing goods or by supplying replacement goods for the defective goods. If the defect cannot be remedied immediately, the Supplier shall do so as soon as possible. The Supplier shall notify the Customer of this deadline.

7. Storage of Goods and Complaints Policy

The Customer shall store the delivered goods according to the specifications given for the individual product.

The customer has been informed of all safety precautions to be observed for the storage, handling and processing of the goods, as well as for the handling of waste.

The goods supplied were handed over by the supplier to the customer in their original packaging intact. The packaging has not been broken or otherwise opened. The packaging was intact and showed no signs of physical or chemical stress or damage.

In the event of a complaint, the customer is obliged to return the goods complained of in their original packaging, with a fully completed supplier’s complaint report.

In the event of a claim, the customer is obliged to return to the supplier at least 95% of the claimed goods. The only exceptions are chemical substances, liquids and other materials which are processed (diluted) by use, unless the claimed defect could not be detected before the goods were processed.

The purchaser is obliged to prove that the defect claimed by him was actually caused by the goods claimed, that he could not have detected the defect earlier, that he could not have otherwise prevented the occurrence of damage, that the defect and any subsequent damage was not caused by poor storage or handling, or use, and is obliged to provide the supplier with a sufficiently large sample of the claimed goods in the condition before use, after use, and, if applicable, a sample of the defective print or other sample from which it can be seen and documented how the defect manifests itself.

In the event of a claim, the Customer is obliged to prove that it has not breached any of the above obligations.

8. Payment terms and retention of title

Unless payment in cash at the supplier’s cash desk is agreed, the customer is obliged to pay the invoice in full by the due date stated on the invoice.

The Supplier shall issue the invoice upon delivery of the goods to the Customer. In case of doubt, the customer shall be deemed to have received the invoice on the 3rd day after delivery of the goods. The invoice issued shall also serve as a delivery note and shall prove delivery of the goods to the customer, in the case of a shipment it shall confirm their dispatch.

In the event of non-compliance with the invoice due date, the customer undertakes to pay a contractual penalty of 0.1% of the invoiced amount for each day of delay and from the 7th day of delay at the rate of 0.5% per day for each day of delay until payment of the full invoiced amount. The goods shall remain the property of the supplier until the invoiced amount has been paid in full, including any contractual penalties. Upon payment of the full amount, title shall pass to the buyer. If the invoice is not paid by the due date, the goods may be withdrawn. The Buyer undertakes to allow the Supplier’s employees to remove the goods.

The Buyer’s obligation to pay contractual penalties, default interest or damages as well as other costs associated with the removal of the goods and withdrawal from the contract shall not be affected.

9. Withdrawal from the contract

In the event of withdrawal from a concluded contract or binding order by the customer, the supplier is entitled to charge a withdrawal fee of 10% of the agreed price. If the goods have already been dispatched, the Supplier shall be entitled to claim a contractual penalty in accordance with Article 4 of these Conditions.

Withdrawal from the contract may only be made in writing and shall be effective on the third day after the date on which the written withdrawal is delivered to the other party.

10. Other provisions

Pursuant to the Act on Arbitration and Enforcement of Arbitral Awards No. 216/1994 Coll., as amended, the Parties agree that all their disputes arising out of or in connection with these General Terms and Conditions shall be arbitrated before a single arbitrator in accordance with the Rules of Arbitration issued by the Arbitration and Mediation Union of the Czech Republic, a.s, ID No.: 27166147 (hereinafter referred to as the “Union”) and published on the Internet at www.urmr.cz, whereby the arbitrator shall be entered in the List of Arbitrators maintained by the Union as of the date of delivery of the claim, and the Parties hereby expressly authorise the Union to appoint, in accordance with the Rules of Arbitration, the arbitrator for the arbitration proceedings based on this arbitration clause. The Parties hereby authorize the arbitrator so designated to arbitrate all disputes in accordance with the principles of fairness. The Parties expressly declare that, before signing the arbitration agreement, they have had the opportunity and have done so to acquaint themselves with the Rules of Procedure for Arbitration as well as with the Arbitration Costs Regulation, and they consider these documents to be an integral part of this arbitration agreement.

The Supplier reserves the right to amend or supplement these terms and conditions, in particular in the event of a change in the relevant legal provisions or in the event of a change in the way of doing business. The Seller shall announce the amendment, supplementation and their effectiveness in an appropriate manner. The Buyer shall have the right, in the event of disagreement with the content of the amended or supplemented terms and conditions, to communicate such disagreement to the Seller within 7 days of becoming aware of the amendment or supplement. If the Buyer fails to do so, the Buyer shall be deemed to have accepted the amendments or additions.

Legal relations not expressly regulated by these terms and conditions are governed by the relevant provisions of the Commercial Code and related legislation.

The Supplier shall not be liable to the Customer for damage caused by circumstances excluding liability, e.g. government intervention, operational, transport and energy failures, e-commerce system failures, strikes or lockouts. These circumstances shall be grounds for postponing the performance of the contractual obligations on the part of the supplier for the duration and to the extent of the effectiveness of these circumstances. The same shall apply even if these circumstances have arisen in the case of the supplier’s subcontractors.

The Purchaser undertakes to notify the Supplier immediately of any changes concerning its business authorisation, tax obligations (in particular changes to its VAT number and tax administrator), its valid account and bank account and the occurrence of insolvency. In the event of the insolvency of the Customer, all claims of the Supplier against the Customer shall become due and payable on the date on which the Supplier becomes aware of such insolvency. The Supplier shall be entitled in this case to demand the immediate return of goods not yet paid for.

The written form of the legal act is preserved if the legal act is made by telegraph, telex or electronic means which allow the content of the legal act to be recorded and the person who made the legal act to be identified. If the customer refuses or impedes delivery of a document from the supplier, it shall be deemed to have been delivered on the date of such refusal or impediment.

The Customer hereby grants consent to the Supplier to process, as the controller, all personal data concerning him/her that he/she provides to the Supplier, including the birth number of natural persons and telephone number, in accordance with Act No. 101/2000 Coll. It is not personal data if a disproportionate amount of time, effort or material resources is required to establish the identity of the data subject. The data provided will be processed for the purpose of offering services, for marketing purposes and acquisition activities. This consent to data processing also applies to any other acquirers or processors of the data. The subscriber hereby gives the supplier consent to the sending of promotional materials and offers from the supplier.

These General Terms and Conditions are effective from 1.5.2010 and replace the General Terms and Conditions issued earlier.

General Terms and Conditions of Hubka-Petrášek a vnuci s.r.o. download in PDF format (and czech language).