GDPR

 

 

 

 

(hereinafter referred to as the „Terms and Conditions”)

 

No. 1/2018

dated 25 May 2018

 

of MB komplex, s.r.o., Company ID No.: 25784951, with its registered office at Vysoký Chlumec 140, Příbram District, Postal Code 262 91, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File No. 70006 (hereinafter referred to as the „Seller”).

  

 

1. These Terms and Conditions, in accordance with Section 1751 of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the „Civil Code“), govern the mutual rights and obligations arising from or in connection with the conclusion of a purchase agreement between the Seller and another natural or legal person (hereinafter referred to as the „Buyer“).

2. These Terms and Conditions form an integral part of the Purchase Agreement and determine the mutual rights and obligations of the Seller and the Buyer.

3. Any provisions agreed in the Purchase Agreement that differ from these Terms and Conditions shall take precedence over the relevant provisions of these Terms and Conditions.

4. If the Buyer is a consumer, i.e. a person concluding the Purchase Agreement outside the scope of their business activities, Sections 1810 et seq. of the Civil Code shall also apply to the legal relationship.

5. The Purchase Agreement shall be concluded in the Czech language. Where the Purchase Agreement contains an international element, the mutual rights and obligations arising from or directly related to the Purchase Agreement shall always be governed by the laws of the Czech Republic.

 

 

1. A Purchase Agreement between the Seller and the Buyer may be concluded:

 

a) by confirmation (acceptance) of the Buyer’s order by the Seller;

b) by the Seller commencing production of the Goods on the basis of the Buyer’s order placed in writing, by e-mail or by telephone;

c) by concluding a Purchase Agreement in writing.

 

2. Confirmation of an order pursuant to paragraph 1(a) means confirmation of the order by the Seller sent to the Buyer by e-mail, fax or post, or the signature of an authorised representative of the Seller on the order form.

3. The order shall become binding on the date it is accepted by the Seller. The Seller reserves the right not to accept the order or to modify it depending on the circumstances (e.g. machine capacity, quantity of material in stock, etc.).

 

 

1. The subject matter of the Purchase Agreement is the Seller’s obligation to deliver to the Buyer the ordered goods specified in greater detail in the concluded Purchase Agreement (hereinafter referred to as the „Goods“) and the Buyer’s obligation to accept the Goods and pay the agreed purchase price.

2. The Goods are specified in the Purchase Agreement, including any attachments thereto (drawings, etc.).

 

 

1. Unless otherwise stipulated in the Purchase Agreement, the place of delivery of the Goods shall be the Seller’s business premises at Vysoký Chlumec 140, Postal Code 262 52.

2. Delivery of the Goods outside the Czech Republic is possible only by prior individual agreement between the Buyer and the Seller.

3. If the method of transport is agreed upon based on a special request of the Buyer, the Buyer shall bear the risks and costs associated with such method of transport.

4. If the place of delivery of the Goods is an address selected by the Buyer, the Buyer shall also pay the transport costs from the Seller’s premises to the place of delivery.

5. If the Buyer fails to accept the Goods pursuant to the preceding paragraph, the Buyer shall also pay any additional costs of repeated delivery and/or other costs incurred by the Seller as a result of the Buyer’s failure to accept the Goods.

6. The Buyer shall be obliged to accept partial performance.

  

1. The Seller undertakes to deliver the Goods to the Buyer no later than the date specified in the Purchase Agreement (hereinafter referred to as the „Delivery Date“). If the Delivery Date is not specified in the Purchase Agreement, the Seller shall deliver the Goods to the Buyer within a period determined by the Seller with regard to the utilisation of the Seller’s production capacity.

2. If the commencement of production is postponed or work on the Goods is interrupted for reasons attributable to the Buyer (including the Buyer’s delay in paying the Seller’s invoices under the Purchase Agreement) or for reasons attributable to the Seller but arising without fault on the part of the Seller, the Delivery Date shall be postponed by a period corresponding to the duration of such obstacles. In such a case, the Seller shall not be deemed to be in default with delivery of the Goods within the agreed period.

3. The Seller shall be entitled to deliver the Goods to the Buyer before the specified Delivery Date. The Buyer shall be obliged to accept the Goods and pay the Seller the agreed price of the Goods on the basis of an invoice issued by the Seller.

4. If the Buyer fails to provide the Seller with all cooperation required for the manufacture of the Goods within the deadlines stipulated in the Purchase Agreement, the delivery deadlines shall be extended by the duration of the Buyer’s delay or failure to provide the required cooperation. If such delay or failure to cooperate lasts for more than fifteen (15) calendar days, the Seller shall be entitled to withdraw from the Purchase Agreement by sending written notice of withdrawal to the Buyer in accordance with Article XIII of these Terms and Conditions.

 

 

1. The price of the Goods is an agreed contractual price and shall be paid by the Buyer by bank transfer to the Seller’s bank account on the basis of a tax document issued by the Seller. The Seller’s invoices shall be payable within fourteen (14) calendar days from the date of issue. By agreement between the parties, the price of the Goods may also be paid in cash to the Seller, provided that this does not conflict with applicable generally binding legal regulations.

2. The date of payment shall be the date on which the full invoiced amount is credited to the Seller’s specified bank account or, where cash payment has been agreed, the date on which the amount is paid in cash.

3. The Seller shall be entitled to withhold the Goods or any part thereof from the Buyer if a due invoice relating to a previous transaction between the Seller and the Buyer has not been paid in full or if an advance invoice for the Goods currently being supplied has not been paid.

4. The specific price of the Goods and any payment schedule shall be stipulated in the Purchase Agreement. If the Buyer is late in paying an advance payment, the Delivery Date shall be extended by the corresponding period and the Seller shall be entitled to suspend production of the Goods until the advance payment has been made. This shall not affect the Seller’s entitlement to a contractual penalty pursuant to Article XII of these Terms and Conditions.

5. At the Seller’s request, the Buyer shall provide an advance payment of up to 50% of the price of the Goods, unless otherwise agreed between the Seller and the Buyer.

6. If the Seller is unable to complete production or deliver the Goods for reasons attributable to the Buyer, the Seller shall be entitled to payment of the full price of the Goods, provided that completion of production or delivery is delayed for reasons attributable to the Buyer by more than fifteen (15) calendar days and the Buyer has been notified of this fact in writing by the Seller.

7. The Buyer undertakes to pay the Seller the purchase price for the delivered Goods, including VAT and any applicable surcharges. The Seller shall issue a proper tax document for each delivery.

8. The Seller shall be entitled to adjust the price of the Goods as of the Delivery Date if the prices of raw materials or other inputs change in such a way as to increase the price of the Goods by more than 10% compared with the prices applicable on the date the Purchase Agreement was concluded. If taxes, customs duties or other charges or levies are introduced, these shall automatically be added to the price in full. If the Goods are subsequently modified at the Buyer’s request after conclusion of the Purchase Agreement, the Seller shall be entitled to increase the price by the costs incurred as a result of such modification.

 

 

1. If the Seller becomes aware of any circumstances that prevent or could prevent delivery of the Goods within the agreed deadlines, the Seller undertakes to inform the Buyer of such circumstances by e-mail or telephone.

2. The Seller shall be entitled to entrust performance under the Purchase Agreement to a third party without the Buyer’s prior written consent.

3. The Seller’s obligations under the Purchase Agreement shall be deemed fulfilled no later than at the moment when the Seller is enabled to dispose of the Goods.

4. Both the Seller and the Buyer shall maintain confidentiality regarding all information relating to their mutual business cooperation that is not publicly available (hereinafter referred to as „Confidential Information“) and undertake not to disclose Confidential Information to any third party.

 

 

1. The Buyer undertakes to provide the Seller with all cooperation required under the Purchase Agreement, including its attachments, for the proper manufacture and delivery of the Goods by the Seller.

2. The Buyer shall be responsible for all materials and documentation supplied to the Seller. The Buyer shall be responsible for ensuring that such materials and documentation do not infringe any intellectual property rights or other rights of third parties.

3. If the Buyer breaches the obligation set out in paragraph 2 above, the Buyer shall bear sole responsibility for compensating any loss or damage suffered by third parties as a result of such breach. In such a case, the Buyer shall also be liable for any loss or damage suffered by the Seller.

4. The Buyer undertakes to accept the Goods under the conditions stipulated in the Purchase Agreement and to pay the agreed purchase price.

 

 

1. The Seller shall retain title to the Goods until the purchase price has been paid in full.

2. The risk of damage to the Goods shall pass to the Buyer upon delivery of the Goods to the Buyer or another agreed person, or when the Buyer is enabled to dispose of the Goods, whichever occurs first.

  

 

The Seller is the controller of the personal data of a Buyer who is a natural person or, where the Buyer is a legal entity, of the Buyer’s contact person. Information regarding the Seller’s processing of personal data is provided by the Seller in a separate document available on the Seller’s website at www.mbkomplex.cz.

 

 

1. The Seller shall be liable for defects in the Goods existing at the time the Goods are delivered to the Buyer, subject to the conditions set out in this Article.

2. The Seller shall not be liable for defects in the Goods caused by errors in materials or documentation supplied by the Buyer. If the reduced quality of production documentation affects the quality of the Goods, this shall not be regarded as defective performance by the Seller.

3. Upon accepting the Goods or any part thereof, the Buyer or a person authorised by the Buyer shall duly inspect the Goods and check their quantity, quality, workmanship and packaging.

4. If the Buyer discovers a defect in the Goods upon acceptance, the Buyer shall notify the Seller thereof in writing without undue delay. The written notice shall include a detailed specification and description of the extent of the defect, evidence of its existence and the remedy claimed by the Buyer. The existence of defects shall not entitle the Buyer to withhold or delay payment of the price of the Goods.

5. The Buyer shall notify the Seller in writing of any defects in the Goods no later than seven (7) days after accepting the Goods.

6. The Seller shall remedy duly notified defects in the Goods no later than thirty (30) working days after receipt of the claim, provided that this is technically possible and production capacity permits. Otherwise, the Seller shall remedy the defects within thirty (30) working days from the date on which the technical or capacity-related obstacle preventing their remedy ceases to exist.

 

 

1. The Buyer shall pay the Seller a contractual penalty of 0.2% of the outstanding amount for each day (or part thereof) of delay in paying an advance payment or the purchase price of the Goods, or in accepting the Goods. Payment of the contractual penalty shall not affect the Seller’s right to compensation for damage in full.

2. The Seller shall not be liable for loss or damage arising from partial or complete failure to perform its obligations under the Purchase Agreement if such failure results from force majeure or the Buyer’s delay. The deadlines for performance of the Seller’s obligations shall be extended by the duration of the force majeure event.

3. Payment of a contractual penalty shall not release the relevant party from its obligation to fulfil the obligation secured by the contractual penalty.

 

 

1. Both the Buyer and the Seller shall be entitled, pursuant to Section 2001 of the Civil Code, to withdraw from the Purchase Agreement under the conditions stipulated therein and under the conditions set out in these Terms and Conditions and applicable generally binding legal regulations.

2. If either party materially breaches its obligations under the Purchase Agreement, the other party shall be entitled to withdraw from the Purchase Agreement with effect from the date on which written notice of withdrawal is delivered to the breaching party. A material breach of the Purchase Agreement shall include, in particular, a delay by the Buyer in paying the price of the Goods under the Purchase Agreement lasting more than seven (7) calendar days.

3. In the event of doubt, the parties agree that notice of withdrawal shall be deemed delivered to the other party on the third (3rd) working day after it has been sent by registered post to the address of the relevant party.

4. Withdrawal from the Purchase Agreement shall not affect any accrued entitlement to payment of a contractual penalty and/or compensation for loss or damage.

 

 

If either party ceases to exist, all of its rights and obligations under the Purchase Agreement shall pass to its legal successor.

 

 

1. All rights and obligations of the parties not regulated by the Purchase Agreement or these Terms and Conditions shall be governed by the Civil Code and other generally binding legal regulations.

2. Any amendments or additions to the Purchase Agreement may be made exclusively in the form of a written, numbered amendment signed by both parties.

3. If any provision of these Terms and Conditions or the Purchase Agreement is or becomes invalid or ineffective, the remaining provisions of the Terms and Conditions or Purchase Agreement shall remain valid and effective. The invalid or ineffective provision shall be replaced by the provisions of generally binding legal regulations governing the relevant matter.

4. Sections 1799 and 1800 of the Civil Code shall not apply to the contractual relationship arising from the Purchase Agreement.

 

 

In Kosova Hora on 25 May 2018

MB komplex, s.r.o.