General terms and conditions – Czech Blades s.r.o.

These general business terms and conditions (hereinafter also as “Conditions”) constitute an integral part of the contractual relationship between Czech Blades s.r.o., having its registered seat at Brněnská 559, postal code 569 43, Jevíčko, company registration number 26933870, entered in the Commercial Register kept by the Regional Court in Hradec Králové, section C, file 21599, as the seller, and the customer, as the purchaser.

 1. Subject-matter of the contract

The subject-matter of the contract between the seller and the customer is particularly the obligation of the seller to deliver to the customer, under the agreed-upon conditions, the purchased goods and to transfer to the customer title to the goods, and the obligation of the customer to pay the agreed-upon price for the delivery of the goods and transfer of title. The contents of the contractual relationship between the seller and the customer arise from the provisions of the purchase contract and these Conditions.

 2. Formation of contract

2.1.   The contractual relationship between the seller and the customer is established upon a written contract or an order placed by the customer and the acknowledgement by the seller to deliver the goods specified in the order. Upon the establishment of the contractual relationship the seller shall become obliged to deliver the goods under the agreed-upon conditions and the customer shall become obliged to accept the goods and pay the purchase price.

2.2.   An order can be placed in person at the establishment of the seller, in writing, or by e-mail. These forms of placing an order constitute a binding proposal by the customer to enter into a purchase contract for the delivery of goods. Having placed an order, the customer is deemed to have acknowledged all business terms and conditions and the obligation to abide by them.

2.3.   An order is binding on the seller once the seller has acknowledged the obligation to perform the order. An order placed at the establishment of the seller is typically acknowledged when a receipt is issued for the customer or the required goods are provided. Orders placed in any other manner are typically acknowledged in writing or electronically to the address given in the order.

 3. Delivery of goods

3.1.   Unless otherwise explicitly stipulated between the parties or by law, goods are delivered according to “FCA” conditions under Incoterms 2020; goods shall be prepared at the agreed-upon time at the establishment of the seller for the purchaser or their forwarder to pick up; employees of the warehouse of the seller shall ensure the loading of the goods to the customer’s forwarder. Subject to these conditions, goods shall be deemed delivered to the customer upon their having been loaded to the first forwarder.

3.2.   The seller is obliged to deliver goods in the quantities, quality and specifications as stipulated in the contract, and in the absence of the aforesaid, in the standard quality and specifications suitable for the purpose stipulated in the contract, or in the absence of any definition of purpose, the purpose for which these goods are normally used.

3.3.   Where the contract does not specify packaging or preparation for transport, the seller is obliged to pack the goods or prepare them for transport in a manner typical for such goods within the framework of normal transactions, or in accordance with established practice vis-à-vis the seller’s packaging. Any unusual requirements regarding packaging (e.g. for the purpose of overseas transport or extra durable packaging for inclement weather) must be requested in the order; these additional requirements may add to the price for the goods.

3.4.   The seller is entitled to carry out partial deliveries, in which case the seller shall bear the increased transportation costs, unless otherwise agreed between the parties.

 4. Price and payment conditions

4.1.   Payment methods are agreed in purchase contracts (acknowledged order, pro-forma invoice or invoice). Unless otherwise agreed, the standard method of payment is an upfront payment. Typically, the invoice is sent to the customer along with the delivery note.

4.2.   Where the customer has been granted a delayed payment method, the purchase price shall be deemed paid upon the transfer of the amount to the bank account of the seller. In the event of any delay with payment of the purchase price, the seller is entitled to charge to the customer default interest corresponding to 0.05% of the amount owed for each day of the delay.

4.3.   In the event of any payment condition other than advance payment, all goods shall remain the seller’s property until payment of the purchase price in full.

4.4.   In the event of any delay on the part of the customer with payment of the purchase price, the seller shall be entitled to suspend already agreed deliveries until settlement of the purchaser’s overdue obligations. Deliveries suspended due to delayed payments on the part of the customer do not constitute failure to fulfil contractual obligations on the part of the seller.

4.5.   The customer shall become the owner of the goods upon payment of the invoiced amount to the seller in full.

 5. Contract withdrawal

5.1.   The seller is entitled to withdraw from the contract if the price for the goods is not paid within four (4) weeks of the agreed-upon payment date. This provision does not affect the seller’s right to withdraw from the purchase contract in cases stipulated by the applicable law.

5.2.   The customer is entitled to withdraw from the contract in the event of delay on the part of the seller with the delivery of the goods by more than four (4) weeks compared with the agreed-upon delivery date.

5.3.   Contract withdrawal requires a written notice, with the exception of contracts concluded electronically, where withdrawal from contract can take place in the same manner in which the contract was concluded.

5.4.   Contract withdrawal shall become effective upon delivery of the withdrawal notice to the other contracting party.

 6. Defects

6.1.   Should the seller breach their obligation to deliver goods of the required quality, quantity and specifications, the goods shall be deemed defective. The seller is liable for the defects of goods existing at the moment the risk of damage is transferred to the customer, even if the defect becomes apparent afterwards. The warranty period and legal obligations of the seller vis-à-vis product warranty shall be governed by the applicable legal regulations (especially the Commercial Code) and shall not be affected by the provisions of these Conditions.

6.2.   The customer is obliged to inspect the goods upon takeover and notify any defects which can be discovered during the takeover inspection within 7 (seven) days of inspection. The customer is obliged to document these noticeable defects, i.e. in a protocol or in the form of photo documentation etc., and to identify the goods through available identifiers (product code, date of production). The documentation shall be provided to the seller.

6.3.   The seller is not liable for defects resulting from natural wear and tear or improper storage, use, maintenance or repair of the goods in violation of conventional or agreed-upon rules, instructions given by the seller’s catalogue, or accompanying documentation provided to the customer.

6.3.1. “Improper storage” includes, without limitation, storage in unacceptable climatic conditions (direct sunlight or UV radiation, temperatures exceeding 50 °C, freezing temperatures, sudden temperature changes resulting in condensation on the surface or packaging, relative humidity exceeding 80%, excessive dust or the direct effects of chemicals), storage of the product outside its original packaging, or in damaged original packaging.

6.3.2. “Improper use” includes, without limitation, the use of products for activities inconsistent with the intended use, or use as part of any preparation which was not intended to be used with the product, or consulted with the manufacturer. The product cannot be used in conditions and in environments which are not typical for the product.

6.3.3. “Improper maintenance” includes, without limitation, the mechanical and chemical cleaning of the product, repeated grinding, or repair of damage caused by normal use.

6.3.4. The seller is not liable for damage resulting from unprofessional intervention (repairs) by the customer or third persons hired by the customer (e.g. forwarder).

6.4.   The customer’s claims vis-à-vis product defects shall be governed by the applicable provisions of the Commercial Code; the claims of customers who do not enter into the contract as business entities shall be governed by the relevant provisions of the Civil Code. 

6.5.   In the event of a complaint, the seller shall issue for the customer a written acknowledgement of the complaint.

6.6.   For customers who did not enter into the contract as part of their business activity, where their complaint is not processed within 30 days of receipt (or within a longer period of time as agreed between the parties) the customer shall have the same rights as if the seller’s performance had irreparable defects.

6.7.   In the event of damage resulting from a product defect, the seller shall only be obliged to reimburse the actual damage up to the amount of the purchase price of the defective goods, as long as the occurrence and connection between the damage and the goods, and the amount thereof, are properly proved. The seller is not liable for any lost profit or indirect damage.

 7. Trade secret

The contracting parties undertake to treat as confidential any and all information obtained in the course of the conclusion and performance of their mutual contracts, if the information has been identified as such. They shall not disclose it to any third person without the disclosing party’s consent and they shall not use this information for any purpose unrelated to the performance of the contractual relationship with the other party. Strict confidentiality applies to the confidential information of the seller on the nature of the goods sold (material, specific packaging, properties, quality attestations, technical and drawing documentation, etc.) as well as business terms (especially prices).

 8. Dispute resolution

The contracting parties undertake to prioritise the amicable resolution of disputes. Where a dispute cannot be solved in an amicable manner either contracting party may refer the matter to the competent court or arbitration body.

8.1.   The competent authority with respect to domestic disputes is the Arbitration Court of the Economic Chamber and the Agricultural Chamber of the Czech Republic.

8.2.   The competent authority with respect to any disputes between the seller and the customer regarding international trade is the Court of Arbitration at the International Chamber of Commerce in Vienna.

9. Final provisions

9.1.   The contractual relationship between the parties covered by the Conditions shall be subject to the legislation of the Czech Republic. In the event of any conflict between the contract and the Conditions, the relevant provisions of the contract shall prevail.

9.2.   The UN Convention on Contracts for the International Sale of Goods shall not apply to the contractual relationship.

9.3.   The seller’s contact data is permanently available at www.czechblades.cz. This contact data shall be used for any and all communication with the seller, including quality complaints or contract withdrawal by the customer.

9.4.   Any and all information in written documentation, or stored on audiovisual or audio media, or on the website of the seller, shall constitute the seller’s exclusive property. Any use of this information without the seller’s prior written consent is forbidden.

9.5.   Where the subject-matter of delivery by the seller to the customer includes goods bearing any of the seller’s trademarks (TIGER, TATRA, LEON, SOKOL, LUXOR, and Czech Blades INDUSTRIAL), the customer is obliged to prevent any unauthorised use or misuse of these trademarks, or to cooperate with the seller as necessary in asserting the seller’s rights vis-à-vis the protection of intellectual property in the customer’s territory or area of business.

9.6.   These Conditions shall become valid on 1 January 2020.

© Czech Blades s.r.o.

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