Terms and Conditions
Company TECHGAL, Ltd., with its registered office in Přerov I-City, Prerov, Dluhonská 2893/92, ZIP code 75002, ID 47669845, registered in the Commercial Register maintained by the Regional Court in Ostrava, Section C, Entry 5026
1.1. General Terms and Conditions of TECHGAL Ltd. ("OP") regulate conditions for the delivery of goods / hereinafter referred to as a whole "deliverables" or individually as "goods" / company TECHGAL Ltd., (hereinafter referred to as "the Contractor") to its customers, entrepreneurs. All deliveries of the ordered goods („Supply“) by the Contractor are carried out under the conditions specified below, unless such contract indicates otherwise. If the customer’s Terms and Conditions differ from these OP, the Contactor’s OP are applied unless the customer agrees with the Contractor otherwise in writing. Customer’s Terms and Conditions are binding for the Contractor only if the Contractor acknowledges them in writing.
1.2. Any changes to the contract, OP, ancillary agreements or other terms and conditions always require confirmation in writing by an authorized personnel.
1.3. Written confirmation of the customer's order from the supplier, signed by an authorized personnel, means that the customer is subject and agrees to the Contractor‘s OP. General terms and conditions contain valid and binding provisions for both the supplier and the customer with respect to § 1751 of the Civil Code. The customer agrees with the OP also in case of the direct selection of specific goods on the premises of the supplier. General Terms and Conditions are visually posted on the premises of the supplier, are available on the Internet (www.techgal.cz) and, the customer will receive them by post or e- mail on request.
1.4. In the event of any discrepancy between the contract and the OP, the terms and conditions specified in the contract prevail.
II.MEANING OF TERMS
The meaning of terms used for the purposes of these OP:
"Customer" is the person who, in accordance with the OP, submits the order to the Contractor, and signs the contract with the supplier based on his previous written confirmation. The customer is also the person who directly selects specific goods at the premises of the supplier.
"Supply" means the goods supplied by the contractor in accordance with his scope of business.
"Goods" means products listed in the Contractor’s catalog with name and code number, as well as other products manufactured and delivered by the supplier to the customer on demand.
"Purchase Order" means a unilateral act of the customer (contract proposal), aim of which is to obtain specified goods from the supplier.
Order usually includes:
- The business name, or name and surname of the customer; the brand-name of the supplier, supplier’s address/seat; place of residence or place of business of the customer - individuals, headquarters - legal entity,
- ID of the customer and his VAT number if registered for VAT; supplier’s ID and VAT;
- Name / type / of the ordered goods, its price, and / or the way the price was calculated, the quantity and the quality,
- Place of supply, and / or the name of the person designated to take over the ordered goods,
- Date and, if necessary time of the order’s supply,
- Delivery and billing address, if different from residence, place of business or residence of the customer
- Bank and account number of the customer,
- Telephone, fax and / or email address,
- The date of issue and signature of the customer’s personnel authorized to dispatch the order.
"Contract" is concluded at the moment when the customer's order is confirmed in writing by the Contractor, an integral part of each contract are OP.
"Order Confirmation" means a unilateral act made by the supplier to confirm to the customer the conclusion and implementation of contract and / or specify the date of supply.
III. TRANSFERABILITY OF RIGHTS AND OBLIGATIONS
3.1. Customer may not, without the prior written consent of the supplier, transfer its rights and obligations stipulated in the agreement or OP to third parties. The supplier does not give consent to hand over any contract.
3.2. The Contractor is entitled to hand over its rights and obligations arising from the agreement or OP to a third party. Customer explicitely agrees to the hand over of any contract concluded with him. Contractor is entitled to authorize a third party to take part in the production of the ordered goods. However, he is responsible for the quality of the ordered goods to the same extent as he would produce it himself.
4.1. The order is accepted and confirmed by the Contractor in writing or by email sent to the customer.
4.2.Once an order is confirmed by the supplier – seller, obligatory relationship between the parties arises to the extent of ordered and confirmed goods by the Contractor and based on the conditions agreed in this OP. Any amendments, reservations, limitations or other changes, through which the customer wants to amend already confirmed order, is considered a new order, which must be subsequently accepted by the Contractor in writing, otherwise agreement will be void. Acceptance of the offer with a supplement or variance is ruled out.
4.3.The customer is obliged to ensure that the order is signed at Contractor’s office by authorized personnel only, otherwise he is responsible for the damage caused to the supplier.
4.4.The supplier reserves the right to make even partial deliveries. The customer is obliged to accept partial deliveries and pay for them purchase price.
V.CHANGE OR CANCELLATION OF CONTRACT BY THE CUSTOMER
5.1. After confirmation of the order by the supplier, ie. after signing the contract, the customer is entitled to discuss any changes or cancellation of the contract with the supplier.
5.2. Contractor is entitled to reject any changes or cancellation of the contract, in this case the original contract is still valid, unless otherwise agreed.
VI.QUALITY OF THE FINISHED ORDER
6.1. Contractor, unless otherwise agreed, delivers the ordered goods in quality and design appropriate for its standard purpose. Any specific requirements for the ordered goods must be presented by the customer prior to the confirmation of the order – signing of the contract.
6.2. If the product is purchased based on the sample, the quality and design of the sample always prevail. The customer is obligated to promptly inspect it.
7.1.Price, unless otherwise agreed in the contract, comply with the Contractor’s valid price list. The prices of the supplier stated in the price list as well as any oral and/ or telephone information on prices are only informative, and until the contract is signed, they are not binding and unenforceable by the customer.
7.2. Supplier’s prices are stated in CZK or EUR; for conversion from EUR to CZK, the current daily rate for foreign currency sale of Citfin- Financial Markets, Inc. will be used.
7.3. The price is without value added tax, unless stated otherwise.
VIII. PAYMENT TERMS
8.1. The standard payment term provided by the contractor is payment after the delivery of the ordered product, within 14 calendar days from the date of receipt of the invoice. Generally, in the case of any doubt, the invoice is consider to be delivered to the customer within 3 days after it has been sent to his address.
8.2. At the suggestion of a customer, both parties may agree on different payment terms before signing the contract.
8.3. The supplier reserves the right to require payment of the order’s full price or of its deposit in advance.
8.4. The claim for damages caused by the delay in meeting the financial obligation nor the interest on arrears does not affect the bill, neither the payment of the penalty.
8.5. Date of taxable supply is determined by the date of performance, see the provisions of paragraph 9.3. OP.
8.6. Customer’s monetary obligation is fulfilled on the day the amount owed is credited to supplier's account.
8.7. Contractor is entitled to suspend performance of his obligations arising from the contract if the customer is in arrears with any payment under the contract or these OP, until the amount owed is credited to supplier's account. The Contractor shall not be in default if the customer is in arrears with payment of the amount due.
8.8. Contractor is entitled to ask the customer for return of the ordered goods and to take it back in case the customer is delayed with payment of the full price or its part; while customer in this context is obliged to communicate to supplier the location of the goods, grant him access to the goods and hand the goods over to him.
8.9. All price reductions provided to the customer will be subject to compliance with agreed due dates. If the customer is delayed with the fulfillment of any monetary obligation, he loses all previously provided discounts on the price of the ordered goods on the first day of such delay.
8.10. When an customer is in arrears with its partial payment obligation, the rest of the outstanding commitment / price of the order / becomes immediately payable.
8.11. The customer is obligated to pay all suppliers‘ justified expenses and costs incurred as a result of a customer's acts or neglect for which the supplier was unable to meet its obligations under the contract or of the OP. The claim for damage in excess of those expenses remains unchanged.
8a.1. The customer declares in accordance with § 630 of the Civil Code, that he extends the period of limitation of any rights arising TECHGAL Ltd. formed against him based on the signed contract for a period of 15 years from the time when such period starts. Such statement shall also apply to the rights in the contract rescinded.
8a.2. In the event that the customer is, on the due date of the invoice, for any reason unable to make payment of the price or part thereof, shall immediately, but in any case no later than the end of the due date, inform the supplier and ask him to change the due date. Failure to do so, or if there is no agreement on the extension of the due date, the supplier is entitled to charge the customer a penalty of 0.1% of the outstanding amount including VAT for each day of delay. This penalty is payable on the fifth day after the the issue if the bill.
IX. PERFORMANCE TERMS
9.1. To determine the date of the fulfillment is dependent on the availability the ordered goods and operational capabilities of the supplier.
9.2. Supplier is entitled to extend the fulfillment date specified in the contract and/ or further specified in the order confirmation without penalty in exceptional cases and with prior notice to the customer.
9.3. Unless otherwise agreed, the performance deadline is met immediately upon delivery and acceptance of the order by the customer, or if contract stipulates otherwise, the performance due date is met on the date when the order was passed to the first carrier for transport to the customer.
9.4. If personal collection by the customer is agreed, the performance due date is also considered met when the supplier notifies the customer in writing that the order is ready for handover. Non-acceptance of the order by the customer does not affect the proper completion date of performance by the supplier.
X.PLACE OF PERFORMANCE
10.1. Unless agreed otherwise, the place of performance is the place mentioned in the description of the customer.
10.2. The costs associated with the delivery of the order are covered by the customer, unless otherwise specified in the contract.
XI.HANDOVER AND TAKEOVER OF THE ORDER
11.1. The customer is obliged to take up the order and immediately check the amount and type of the goods.
11.2. If the customer finds out a discrepancy with the delivery note, shipping note, handover protocol, loading certificate or any similar document (the "delivery note"), or obvious damage to the packaging itself or the ordered goods, he must indicate such fact on the delivery note, and notify the supplier or the shipment bearer immediately.
11.3. In case there is a difference in amount, type/ nature or quality of the ordered goods or its apparent damage, the customer is required to submit a written complaint to the supplier within 2 working days of its receipt. Later complaints will not be taken into account by the contractor, unless otherwise agreed in writing; filing a complaint late does not oblige a supplier.
11.4. Customer agrees to ensure the tekeover of the ordered goods as advised by the supplier, if such guidelines will be issued by the supplier, and that he will not change or remove any labels, signs or any other markings which have been placed on the ordered goods by the contractor.
12.1. Up until full payment of the price including VAT the ordered goods is owned by the supplier ( so called reservation of ownership under § 2132 of the Civil Code), even if it will be integrated into the system which is owned by the customer.
12.2. The customer is not entitled to any other dealing with the ordered goods until the price is paid in full, especially not to use as a pledge/ guarantee, etc. Using the goods as a pledge/ guarantee or securing the transfer of ownership of the goods to a third party without the consent of the supplier is excluded.
12.3. The customer is obliged to immediately notify the supplier about the infringe of the rights to the goods by the third party.
XIII. QUALITY GUARANTEE
13.1. The Contractor is responsible for the quality of the ordered goods for twenty-four months, unless otherwise specified in the contract. If the length of the warranty period provided by the manufacturer varies from the length of the warranty period specified in the contract, the provisions specified in the contract shall apply. If the length of the warranty period provided by the manufacturer varies from thelength of the warranty period specified in this OP and the warranty period is not regulated in the contract, the provisions set out in this OP shall apply.
13.2. The warranty period shall commence on the date of acceptance of the ordered goods by the customer.
13.3. Under a guarantee the contractor is exclusively responsible for the removal of those defects, that make the ordered goods unusable or its applicability is due to the occurrence of defects extremely limited; and that these defects occured due to defects in the material used or manufacturing error.13.4. The above warranty does not cover:
- the ordered goods, which was after its acceptance by the customer processed, modified or inextricably joined with other things,
- defects caused by the so-called external causes or resulting from repairs carried out by a person other than the supplier,
- defects arising in connection with its use contrary to the documentation supplied, the general practice of usage, and defects caused by placing the ordered goods in unsatisfactory conditions,
- defects caused by improper maintenance, excessive load and overload, improper repair, tampering, normal wear, improper or negligent treatment, by electrical, chemical or other mechanical influences, or resulting from other influence that cannot be influenced by the supplier.
13.5. Replaced faulty part of the ordered goods during the warranty period becomes the property of the supplier.
13.6. The customer is obliged to provide the supplier with sufficient time for complation of the repair / removal of the defect.
13.7. Customer is entitled to a discount on the purchase price, the price of the work respectively, if the defect is not removed or due to disproportionate delay in removing defects or delivery of replacement parts. Unreasonable delay is considered only in case if the repair was not done even after notice and granting a reasonable period for repair or definitively had no effect.
13.8. The customer has no rights other than the rights referred to in the contract or in these OP of the received guarantees.
14.1. Signs of the product defects should be reported to the supplier by the customer immediately, not later than two working days after its discovery.
14.2. The customer is obliged to report discovered defects by telephone or electronically to the email address of the supplier, and immediately, but no later than three working days to confirm it by registered mail (parcel), and attach the claimed goods together with all accessories the same time. The cost of transporting claimed goods to the supplier is covered by the customer.
14.3. The customer is also entitled to claim in person, directly in the seat of the supplier; however, the customer is required to contact the supplier and ask for a meeting first.
14.4. Notification of the defect in a way other than specified in paragraph 2.14 OP, is not considered a complaint, and are therefore not subject to the provisions set out in Article 13. OP.
14.5. When reporting the defects, the customer is obliged to state:
- proper identification of the customer,
- the name of the reporting customer, who is also entitled to report claims, and his telephone number,
- the written confirmation of the date and time of reporting defects,
- identification of the defected goods, including accounting document or other similar document,
- a description of the defect and the circumstances in which the defect manifests itself.
14.6. If the contractor determines that the defect is not covered by the contractual warranty, the customer will bear all expenses and costs associated with the claim of the defected goods.
15.1. Suppliers and customers undertake to keep confidential all information received in the course of activities carried out under the contract or its implementation, as well as after its completion. Furthermore, keep confidential all information concerning the other party that are not publicly accessible. In this context, they are required to commit to the concealment of information all of their employees or persons appointed to carry out sub-tasks in connection with the purpose of the contract.
15.2. Supplier and Customer agree to treat such information in accordance with § 1730 of the Civil Code. The obligation of confidentiality and protection of confidential information remains valid even after the termination of the contract. The Parties agree that do not have to keep records about the mutual negotiations.
15.3. The customer agrees with obtaining and using his identification data which will be used solely for the purpose of implementation of the ordered services as well as the necessary accounting operations, preparation of tax documents or identification of monetary transaction done by the customer through bank transfer.
15.4. Suppliers and customers (hereinafter referred to as Parties) agree that all information and data about the other Party arising from the contractual relationship established by the Treaty or acquired in the context of implementation can obtain and use only in accordance with generally binding legal regulations (particularly the Electronic Communications Act, Act no. 480/2004 Coll., Act no. 101/2000 Coll., on the protection of personal data and on amending and supplementing certain acts, as amended, and are required to comply with all the obligations set this Act, Act no. 133/2000 Coll., on the register of population and birth certificate numbers and on amendments to certain Acts), these OP or with the agreement of the Parties. This obligation shall survive the termination of the contractual relationship.
15.5. The Contracting Parties shall respect the confidentiality of confidential information concerning important conditions of the contract and confidential information obtained in the course of the negotiations and the implementation of the agreement. This information may be disclosed to third parties only in cases specified by law or by mutual agreement.
15.6. The Contractor undertakes to process personal data only in accordance with the purpose for which they were collected and Customer agrees to possible processing of such data. Processed for any other purpose may be personal information only within the limits of the provisions of § 3 para. 6 of Act No. 101/2000 Coll., Or if the customer has given prior consent.
XVI.LIABILITY, EXEMPTION AND CONTRACT DURATION
16.1. The risk of damage to the subject of performance shall be governed by the provisions of the Civil Code.
16.2. By signing the delivery note the customer confirms that the ordered goods is not visibly damaged and that he properly inspected it in accordance with applicable law.
16.3. The responsibility of the supplier or the customer for partial or complete failure of contractual obligations is excluded if it happened due to:
- force majeure; if a force majeure operates over a period not exceeding 90 calendar days, both parties are obliged to fulfill the obligations arising from the contract once the effects of the force majeure pass away, with delivery and all other deadlines are postponed for a period of force majeure,
- the involvement of any official authority from the country of the origin of the ordered goods, which prevents the parties fulfill the obligations of this contract.
16.4. Force majeure parties consider strike, riots, fires, floods, extreme weather conditions, natural disasters, terrorist acts, epidemies. Force majeure can not be used and applied in case of any delay in the implementation of the subcontractors.
16.5. The customer assumes the risk of a change in circumstances under § 1765 Sec. 2 of the Civil Code.
XVII.EXCLUSIVE REGULATION OF MUTUAL RELATIONS AND WAIVER OF RIGHTS
17.1. All rights and obligations of the supplier and the customer regarding the subject of the contract are governed exclusively by these OP as well as all of its existing amendments and supplements. All agreements or statements, whether written or oral, relating to the subject matter of a contract made before such contract and OP became effective are invalid, are not binding for anyone, and no one can make any claims on their basis.
17.2. The contract may be amended and supplemented in writing by authorized representatives of the supplier and the customer.
17.3. If the contractor waives certain rights in the event of breach or violation of the provisions of the contract or these OP by the customer or if he fails to exercise or refrain from or use any applicable rights he has or can have under the contract or these OP, such act must not be considered or implemented as a precedent for any future event or other such behavior can not be considered a waiver of any claims, rights or privileges once and for all.
XVIII. DOCUMENTS DELIVERY
18.1. All notices and communications relating to the contract and these OP (the "Notice") shall be in writing and must be delivered in person or sent by post mail, postage prepaid, or by e-mail, and to the headquarters of the supplier or the customer or another address in the future that the Parties expressly agreed to.
18.2. Any notice sent by post shall be deemed received and accepted either at the time of actual receipt or third day after their hand over for shipment, according to which fact comes earlier.
18.3. Notices sent by fax or electronic mail shall be deemed delivered upon receipt of the relevant confirmation of your transmission.
IXX. TERMINATION OF CONTRACT
The contract may be terminated by written agreement of the supplier and the customer or termination of the contract with immediate effect, which occurs after delivering of such decision to the other side, for the following reasons:
a) the customer
- will be delayed in fulfilling financial obligations for more than 30 days past due date
- uses the goods in breach of the contract and the OP,
- goes into liquidation or he will be given, or will submit himself for insolvency petition under the Act. no. 182/2006 Coll., on Bankruptcy and Its Resolution (Insolvency Act), as amended,
- otherwise violates OP.
b) the supplier
- after the deadline stipulated in paragraph 9.2. of these OP, fails to deliver the ordered goods even after receiving written notice and after granting a reasonable period to do so by the customer.
XX.APPLICABLE LAW AND DISPUTE RESOLUTION
20.1. Contract and these OP, as well as the relationship between the supplier and the customer not regulated in the contract or these OP, shall be governed by Czech law, mainly by the Civil Code of the Czech Republic and other relevant legislation of the Czech Republic excluding the Vienna Convention on Contracts for the International Sale of Goods while the conflicting rules/ norms are not used.
20.2. Suppliers and customers undertake to resolve any disputes amicably. In the event that there is no mutual agreement of the parties, the parties have explicitly agreed to change the territorial jurisdiction of the court of first instance (prorogation) so that all disputes arising out of these OP or individual contracts, or originated in the connection with it, will be dealt with in accordance with § 89a of the Civil Procedure Code, the substance of the competent court of first instance by the seat of the supplier ie. at the District Court in Prerov.
If it happens any provision of the contract or these OP becomes invalid or unenforceable or some provisions are missing, either due to valid legislation, or because of its changes, the validity and enforceability of the remaining provisions of the contract or of these OP stay unaffected. In place of the provision in question either the provision of the relevant law of general application, which is by its nature and purpose the closest OP intended purpose; in case there is no such provision/ regulation which is common in business relations. Both parties agree that in such a case they conclude a contract amendment containing new provisions, which through its content and meaning are closest to the former provisions that have become invalid or ineffective.
XXII. VALIDITY OF GENERAL TERMS AND CONDITIONS
These OP are valid and effective from January 12th, 2014. By signing the contract with the Contractor, the supplier agrees with the possibility to change these OP in full in the future, according to § 1752 of the Civil Code. The customer will be notified of any change of OP in writing, the notification will be sent to the e-mail address used when placing the order, or to the address, which is given in the written contract. This notification establishes customer‘s right of withdrawal with one month notice period, which shall commence on the first day of the month following the month in which the customer has been notified of the change OP.
Prerov, 1. 12. 2014
represented by the managing director
Ing. František Příkopa