General Terms and Conditions
1. INITIAL PROVISIONS 1.1. These General Terms and Conditions (hereinafter „Terms and Conditions“) of Jansen Display, s.r.o., registered office at 403 17 Přestanov 5, corporate ID no.: 645 748 22, registered in the Commercial Register of the Regional Court in Ústí nad Labem, Section C, File 24259 (hereinafter the „Seller“), provide, in accordance with Sec. 1751 (1) of Czech Act no. 89/2012 Sb., Civil Code (hereinafter the „Civil Code“), for the mutual rights and obligations of parties arising out of and in connection with an agreement on sale and purchase of goods (hereinafter the „Purchase Agreement“) entered into between the Seller and a buyer – a legal entity or an individual ordering goods for their business or commercial activities or for carrying out their profession of a sole practitioner (hereinafter the „Buyer“). Rights and obligations arising between the Seller and a consumer buyer or potential buyer of goods from the Seller are governed by different contractual provisions. 1.2. The Parties may agree to deviate from these Terms and Conditions in the Purchase Agreement. Such provisions of the Purchase Agreement will then take precedence over provisions of these Terms and Conditions. The Terms and Conditions form an integral part of the Purchase Agreement. 1.3. The Seller has the right to modify or amend these Terms and Conditions from time to time. Rights and obligations arising to the parties prior to such a modification or amendment remain unaffected. 2. SELLER’S OFFER 2.1. All presentations of goods through the Seller’s offers, advertisings, catalogues, price lists, the web site of the Seller or by displaying goods in any other way are merely informative and no particulars therein shall be binding on the Seller. The Seller is not obliged to enter into any agreements to sell the goods. Section 1732 (2) of the Civil Code does not apply. 2.2. The range of products of the Seller is continually being revised and updated. The Seller reserves the right to change specifications without prior notice. 2.3. The prices of goods are stated in the valid price list sent by the Seller to the Purchaser or in the Seller’s price offer. The price lists and the price offers quote the prices of goods in euros (EUR). Unless expressly provided otherwise, the price under these Terms and Conditions means price without value added tax (hereinafter the “VAT”). The price will be charged to the Buyer after it is increased by VAT at its statutory rate. Unless provided otherwise, prices of goods are quoted without the costs of packaging and delivery. The prices are valid ex work of the Seller in Přestanov, Czech Republic. The Seller reserves the right to alter any prices / discounts at any time without prior notice. 3. ORDERS 3.1. To order goods, the Buyer will place and deliver an electronic order (i.e. by e-mail or via electronic purchasing system of the Buyer) to the Seller. 3.2. The order will include, among other things, information on: 3.2.1. the business name, the address of the registered office, electronic e-mail address and VAT number of the Buyer, 3.2.2. the type and the amount of the goods ordered, 3.2.3. selected delivery option, (hereinafter jointly the „Order”). 3.3. Before purchasing any product of the Seller, the Buyer shall determine the suitability of the product for its intended use and the Buyer assumes all risks and liability whatsoever in connection therewith. The Seller shall not be liable for any loss or damage – direct, incidental or consequential arising out of the use of, or the inability to use, any of the products. 3.4. The Buyer will send the Order to the Seller by e-mail or via electronic purchasing system of the Buyer. The Seller will treat information provided by the Buyer in the Order as truthful and accurate. The Order is binding for the Buyer and may not be revoked or amended after it has been delivered to the Seller. The Seller will confirm the Order without undue delay, however not later than 60 days following the delivery of the Order to the Seller, by sending a confirmation to the Buyer’s electronic mail address provided in the Order (hereinafter the „Buyer’s e-mail address”). The Seller is not obliged to accept theOrder.
The Seller reserves the right to make amendments or variations which do not substantially alter the terms of the Order. 3.5. Depending on the nature of the goods ordered (amount of goods, purchase price, expected delivery costs), the Seller may request that the Buyer make an additional confirmation of the Order (e.g. in writing or by phone) or that the Buyer pay a deposit on the purchase price and other costs (delivery, packaging). 3.6. The Purchase Agreement between the parties is established when the Buyer receives the Seller’s electronic confirmation of the Order sent to the Buyer’s e-mail address. 4. SUBJECT-MATTER OF PURCHASE AGREEMENT 4.1. By entering into the Purchase Agreement, the Seller undertakes to deliver goods specified in the Purchase Agreement (hereinafter the „Goods“) to the Buyer and to transfer the title to theGoods to the Buyer, while the Buyer undertakes to accept the Goods and pay the purchase price agreed in the Purchase Agreement together with all delivery costs to the Seller. 5. PAYMENT TERMS 5.1. The purchase price is agreed between the parties in the Purchase Agreement. If no purchase price has been agreed in the Purchase Agreement then the purchase price according to the Seller’s price list valid as of the date of the delivery of the Order to the Seller shall apply. 5.2. The purchase price and the costs of delivery of the Goods purchased under the Purchase Agreement will be paid by the Buyer by wire transfer to the Seller’s bank account at UniCreditBank Czech Republic a.s no. 1002747938/2700 (hereinafter the „Seller’sBankAccount“)followingan invoice.TheSeller may issue the invoice and send it to the Buyer’s e-mail address together with the Seller’s electronic confirmation of the Order or anytime thereafter. Any amounts invoiced shall by payable within fourteen (14) days following the issue date of the invoice. If sending or delivery of the invoice fails, the Seller is entitled to issue a hard copy of the invoice and send it by mail to the Buyer’s registered office 5.3. Unless provided otherwise, the Buyer is obliged to, together with the purchase price, pay the Seller the costs of delivery of the Goods including but not limited to any and all taxes, customs, duties or other levies. Unless expressly provided otherwise, provisions concerning payment methods and due date of the purchase price also apply to payment and due date of the costs of delivery of the Goods. 5.4. The Seller is a VAT payer. Statutory VAT will therefore be added to the purchase price if necessary according to the generally applicable legislation. 5.5. Unless agreed otherwise, discounts granted by the Seller on the purchase price cannot by combined. 5.6. The Buyer is obliged to state a reference code with each payment of the purchase price or a deposit on the purchase price. The Buyer’s obligation to pay the purchase price of the Goods or the deposit is deemed met when the purchase price or the deposit is credited to the Seller’s account. 5.7. The Seller is entitled to anytime request a partial payment (e.g. for a part of the Goods) or payment of a reasonable deposit on the purchase price. 5.8. If the Buyer is in default with any payments or their parts hereunder, the Seller will be entitled to claim a late payment interest of 0,5 % from the amount due per each day of the Buyer’s default. If the Buyer defaults on payment of the purchase price of the Goods, the deposit on the purchase price or other payments due under thePurchaseAgreement, the Seller is entitled to withdraw from the Purchase Agreement and/or suspend performance of any of its obligations thereunder until all the Buyer’s obligations have been fully paid. 5.9. If payments made by the Buyer fail to cover all outstanding amounts owed to the Seller, the Buyer’s payments will be used to pay the outstanding amounts in the following order: late payment interests, other interests and costs of collection of the outstanding amounts, contractual penalties, outstanding principal sum first due. 5.10. The Buyer’s claims against the Seller may
be unilaterally set off only if the Seller’s corresponding debts have been confirmed in writing as to the reason and amount or if the Seller’s debts have been adjudicated to the Buyer by a final decision of a court or an arbitration tribunal. 5.11. If the Buyer’s registered office is in the EU outsidetheCzechRepublic,theBuyerwillobserveVAT regulation applicable in this member state. The Buyer will, without being requested, inform the Seller of its valid VAT ID number and its possible changes, and confirm that theGoodshavebeen transported from the Czech Republic to the agreed location. At a request, the Buyer is obliged to provide information about itself as an entrepreneur (a taxable person), information on transport of the delivered Goods and information needed by the Seller to meet its statistical notification obligations (information collected in the Intrastat database). If the Buyer is not a registered VAT payer, it will inform the Seller before entering into the Purchase Agreement. The Buyer is also obliged to reimburse the Seller for any expenses incurred due to the Buyer’s failure to provide complete or accurate information on import VAT. The Buyer is obliged to pay the Seller any additional VAT assessed by the respective tax authority (in the Czech Republic or any other EU member state) and reimburse the Seller for any other damage (including, without limitation, any sanctions, penalties or late payment interests) incurred due to the Buyer’s failure to provide complete or accurate information relevant to correct payment of VAT. 6. DELIVERY OF GOODS 6.1. Unless agreed otherwise in the Purchase Agreement, the rights and obligations of the Parties concerning the delivery of the Goods will be governed by FCA Incoterms (Přestanov). 6.2. Unless agreed otherwise in the Purchase Agreement, if the Goods are intended to be exported into a country outside of the EU, the customs clearance for export of the Goods from the EU will be arranged by the Seller at the expense of the Buyer. The import of the Goods in the country of destination including the customs clearance of the Goods for the import into the country of destination will be arranged by the Buyer at the expenses of the Buyer. 6.3. If the Seller is, under the Purchase Agreement, obliged to deliver the Goods to a location selected by the Buyer, the Buyer is obliged to accept the Goods upon delivery. If the Buyer fails to accept the Goods upon delivery, the Seller is entitled to claim reimbursement of costs incurred due to such delivery and to withdraw from the Purchase Agreement. 6.4. If, due to the reasons on the part of the Buyer, the Goods must be delivered repeatedly or by a different delivery method than specified in the Purchase Agreement, the Buyer is obliged to reimburse the Seller for all costs incurred due to the repeated delivery or employment of another method of delivery. 6.5. When accepting the Goods from the carrier, the Buyer is obliged to check that the Goods are in the right amount (quantity) and that the packaging is intact; in case of any defects, the Buyer shall immediately however not later than within 3 working days upon receipt of delivery notify both the carrier and the Seller. Acceptance of Goods shall be confirmed by the Buyer on a delivery note (by a signature and a stamp). If the Buyer accepts the Goods from the carrier in damaged packaging, the damage must be described in the handover protocol and immediately reported by phone and inwriting to theSeller, otherwise, by signing the delivery note, the Buyer confirms that the delivery complied with all conditions and requirements and no later complaints about damaged packaging will be considered. 6.6. The Seller is entitled to make partial deliveries under the Purchase Agreement. 6.7. Unless external obstacles preventing the delivery occur, the Seller is obliged to deliver the Goods within the time stated in the Seller’s confirmation of the Order or within time individually agreed in the Purchase Agreement or within another reasonable period of time considering the nature of the Goods and the location of delivery. The Seller is entitled to deliver the Goods before the agreed time. If the Seller delivers theGoods before the agreed time, the Buyer is not entitled to refuse the Goods. External obstacles preventing the delivery
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