General Terms and Conditions of Business on GOOD-DEAL.CZ provided by Ing. Navrátilová Jana
1. Scope of application
1.1. These General Terms and Conditions of Business (hereinafter called "GTC") regulate the business relations between us, Ing. Navrátilová Jana, Namesti Miru 19, 538 03 HERMANUV MESTEC, CZECH REPUBLIC, EUROPE (hereinafter called "Ing. Navrátilová Jana"), and our customers who use our range of products.
1.2. Our reciprocal business relations are governed solely by these General Terms and Conditions of Business in the version valid on the date of the order. Any general terms and conditions of business that oppose or diverge from these Terms and Conditions shall not apply unless we have expressly consented to their validity in writing. These GTCs shall also apply exclusively if we execute the order without reservation in the knowledge of conditions that oppose or diverge from these GTCs.
1.3. The GTCs shall only apply if you as the customer are an entrepreneur within the meaning of Czech Civil Code, a legal entity under public law or a special fund under public law.
2. Conclusion of contracts
2.1 The presentation and advertising of products does not constitute a binding offer for the conclusion of a contract of sale but is a non-binding invitation to you to place an order with us.
2.2 When you send an order by e-mail or as an online order through our online shop, you place a legally binding order. Your order is binding for the period of two (2) weeks from placing the order.
2.3 We will send you confirmation of receipt of your order immediately in writing or by e-mail. This confirmation does not constitute a binding acceptance of the order unless we also declare our acceptance together with the confirmation of receipt.
2.4 The contract only becomes binding when we have accepted the order (e.g. in a declaration of acceptance) or we have delivered the ordered goods.
2.5 If we cannot deliver the ordered goods, for example because they are not in stock, we will not accept the order. In this case no contract is concluded. We will inform you immediately of this and refund any payments received immediately.
3. Delivery date
3.1 Any promised deadlines or dates for the delivery of goods or services shall always be approximate, unless a fixed deadline or fixed date was promised or agreed.
3.2 The fulfilment of our obligations to deliver is subject to the prompt and orderly fulfilment of your obligations, especially the obligation to pay in advance, if agreed. We reserve the right to raise the plea of non-performance.
3.3 We will inform you immediately if we are unable to meet binding delivery deadlines for reasons beyond our control (non-availability of the service) and at the same time we will name an expected new delivery date. If the service cannot be provided within the new deadline we shall be entitled to withdraw from all or part of the contract; we will refund any payments already made immediately. The service shall be considered as not available in particular if our suppliers do not deliver punctually and we have concluded a congruent hedging transaction with them, neither we nor our suppliers are to blame or if in individual cases we are not obliged to procure. Our statutory rights to cancellation and termination as well as the statutory regulations governing the performance of the contract in the event of the exclusion of the duty of performance (e.g. where the performance of the service is impossible or requires unreasonable effort and/or subsequent performance) remain unaffected.
3.4 The start of our default on delivery shall be determined by statutory provisions. You are, however, required to send us a reminder.
4. Transfer of risk - delay in acceptance
4.1 Unless otherwise agreed in the order confirmation, delivery shall be effected "ex warehouse" HERMANUV MESTEC, CZECH REPUBLIC. If the ordered goods are to be dispatched and/or if you request this, dispatch will be effected "ex warehouse" for your account and risk (contract of sale involving the carriage of goods. Unless otherwise agreed, we shall be entitled to determine the type of dispatch (especially the transport company, method, packaging).
4.2 The risk of any accidental loss of or deterioration to the goods shall be transferred to you as the customer at the latest upon handover. However, in the event of a contract of sale involving the carriage of goods, the risk of any accidental loss of or deterioration to the goods and the risk of delay are transferred to you when the goods are handed to the forwarding agent, the freight carrier or any other person or institution entrusted with the carriage.
4.3 If you are in default of acceptance, fail to perform an act of assistance or if our delivery is delayed for other reasons for which you are responsible, then we shall be entitled to demand compensation for the ensuing damage including additional expenses (e.g. storage costs). We shall charge a lump sum compensation fee of ten (10) euros per calendar day, starting on the delivery date or, if no delivery date was set, on the date that we notified you that the goods are ready for dispatch. We reserve the right to prove higher damages and to assert our statutory rights (especially reimbursement of additional expenses, reasonable compensation, termination of the contract); the lump sum compensation is to be offset against any other monetary claims. You shall be entitled to prove that no damage or substantially less damage occurred than the lump sum compensation.
5. Prices and conditions of payment
5.1 Unless otherwise agreed in individual cases our current prices valid on the date of the contract shall apply "ex warehouse" plus statutory VAT.
5.2 Any gliding prices shall apply per article and size. When buying different articles and/or the same article but in different sizes, any gliding price will be calculated on the basis of the number/quantity of each article purchased per size.
5.3 In the event of a contract of sale involving the carriage of goods (No. 4.1), you shall bear the transport costs ex warehouse and the costs of any transport insurance requested. You shall bear the cost of all customs duties, fees, taxes and other public charges. Transport packaging and all other packaging within the meaning of the Packaging Ordinance may not be returned but becomes your property; euro pallets are excluded from this clause.
5.4 Unless otherwise agreed, delivery shall be effected against payment in advance. The purchasing price is due for payment immediately on line or against invoice on conclusion of contract. The statutory regulations apply with respect to the consequences of default of payment.
5.5 As a customer you shall only be entitled to exercise rights of set-off or retention for claims which are undisputed or final and binding. Furthermore, a right of retention shall only exist if and insofar as your counter-claim is based on the same contractual relationship. In the event of defective deliveries your opposing rights shall remain unaffected, especially the rights ensuing from 6.5 sentence 2 of these GTCs.
5.6 If it becomes apparent after the contract has been concluded that our entitlement to the purchasing price is jeopardised by the inability of the customer to perform (e.g. an application for the opening of insolvency proceedings has been filed), we shall be entitled to refuse performance in accordance with the statutory regulations and, subject to a deadline if necessary, to withdraw from the contract. In the case of contracts for the manufacture of non-fungible items (made to customer's specifications) we may withdraw from the contract immediately; the statutory regulations on the dispensability of deadlines shall remain unaffected.
6.1 Unless specified otherwise below, the statutory provisions shall apply with respect to your rights arising from material and legal defects in the goods. The special statutory provisions remain unaffected in all cases when the goods are finally delivered to a consumer.
6.2 If the subject matter of the contract is not the purchase of newly manufactured goods, your rights to subsequent performance arising from material and legal defects in the goods and to revocation and reduction shall be excluded. The provisions in Nos. 6.4 to 6.8 shall not apply in these cases. We shall inform you in an appropriate manner before conclusion of contract if the goods you have ordered are not new but used.
6.3 You may only assert warranty claims if you have fulfilled your obligations to inspect and given proper notice of defect pursuant to.
6.4 If the goods delivered are defective, we shall initially be entitled to render subsequent performance by repairing the defect (rectification) or sending a new faultless product (replacement delivery). Our right to refuse to provide the subsequent performance pursuant to statutory conditions remains unaffected.
6.5 We shall be entitled to make such subsequent performance conditional upon you paying the purchase price due. However, you shall be entitled to retain a reasonable part of the purchasing price in proportion to the defect.
6.6 You are obliged to allow us the necessary time to fulfil our obligations to provide subsequent performance and the opportunity to inspect the defective goods. You shall hand over the defective goods to us for inspection. If we provide a replacement delivery you are obliged to return the defective goods to us pursuant to the statutory provisions.
6.7 We shall bear the costs incurred in connection with the inspection and subsequent performance, in particular transport, workmen’s travel, work and materials costs (excluding costs of dismantling and installation), provided a defect is found. However, should a customer demand for repair be proven unjustified, we can demand that the customer reimburses the costs incurred.
6.8 If the subsequent performance is not successful or if a deadline set by the customer for the subsequent performance has expired without success or such deadline is dispensable by law, you shall be entitled to withdraw from the contract or demand a reduction in price at your discretion.
6.9 Any claims for compensation or claims for the reimbursement of wasted expenses which you may assert shall only apply subject to No. 7 (Liability) and shall be excluded in all other cases.
7.1 Unless otherwise specified in these General Terms and Conditions of Business, our liability in the event of a violation of contractual and non-contractual obligations shall be subject to the pertinent statutory provisions.
7.2 In the event of wilful intent and gross negligence we shall be liable to pay compensation, irrespective of the legal grounds. In the event of slight negligence, we shall be liable only
a) for damage arising from injury to life, limb or health,
b) for damage due to the breach of a cardinal contractual obligation (i.e. obligation without whose discharge the proper performance of the contract would be impossible and on whose fulfilment the contractual partner normally relies and may rely); in this case our liability shall be limited to foreseeable damage that is typically to be expected.
7.3 The limitations on liability set forth in No. 7.2 shall not apply if we fraudulently conceal a defect or if a guarantee has been undertaken for warranted properties. The same shall apply with respect to your claims under the Czech Product Liability Act..
7.4 If obligations have been violated that do not constitute a defect, you may only withdraw from or cancel the contract if we are responsible for the violation of the obligation. You shall not have any free right of termination (in particular according to Czecg Civil Code). In all other respects the statutory requirements and legal consequences shall apply.
7.5 Where our liability for compensation is excluded or limited, this shall also apply to the personal liability of our entire workforce, representatives and agents.
8. Limitation period
8.1 The limitation period for claims arising from material and legal defects is 6 months from delivery. If acceptance has been agreed, the limitation period shall begin upon acceptance.
8.2 The afore-mentioned limitation periods under commercial law shall also apply to contractual and non-contractual compensation claims asserted by you that are based on a defect in the goods, unless the standard statutory limitation period would mean a shorter limitation period in individual cases.
8.3 The limitation periods of the Czech product liability law shall remain unaffected. In all other respects the statutory limitation periods shall apply exclusively to compensation claims asserted by you in accordance with No. 7, especially in the event of wilful or grossly negligent violation of obligations, fraudulent concealment of a defect, liability based on warranted characteristics and in case of injury to life, limb or health.
9. No rights of use to contents and photographs
9.1 We reserve all rights to photographs, reproductions and other content which we use to describe or advertise the goods, especially in catalogues, on our website or as part of other marketing measures.
9.2 You are not entitled to use the photographs or reproductions or other content mentioned above unless we have agreed such use with you in a separate agreement
10. Force Majeure
10.1 Neither party shall be liable for the non-fulfilment of their contractual obligations if this non-fulfilment is the result of circumstances beyond their control and especially due to one of the following reasons: Fire, natural catastrophes, war, confiscation, trading and/or export restrictions, general scarcity of raw materials, restrictions on energy consumption, labour disputes or if the breach of contract of suppliers is caused by any such circumstances. This regulation shall apply to all contractual obligations including compensation claims.
10.2 Each party may terminate the contract by giving notice in writing, if the performance of the contract is delayed for longer than six months in accordance with No. 10.1.
11. Retention of Title
11.1 We retain title of ownership to the goods delivered (reserved goods) until all existing or future payment claims have been satisfied, including all demands relating to the current account balance. If you act in breach of contract, in particular if you are in default with payment of a claim for payment, we shall be entitled to take the reserved goods back after setting a reasonable payment deadline. You shall bear the costs of the return transport costs. We may use the reserved goods we have taken back. The proceeds from the use will be offset against the amounts you owe us after we have deducted a reasonable amount for the costs of using the reserved goods.
11.2 You must handle the reserved goods carefully. You must insure the goods against fire, water and theft at your own expense in an amount sufficient to cover the reinstatement value. If maintenance and inspection work is necessary, you must conduct such work in due time at your own cost.
11.3 You may use the reserved goods and sell them in the due course of business provided you are not in default of payment. However, you shall not have the right to pledge the reserved goods or assign them as security. All your claims against your customer from any sale of the reserved goods are hereby assigned to us in full by way of security, as well as all claims against your customer or another third party with respect to the reserved goods that accrue for another legal reason (especially claims founded on tort and insurance claims) and including all demands relating to the current account balance. We herewith accept this assignment of claims.
11.4 You may collect the claims assigned to us for your own account and in your own name, provided we do not revoke this authorisation. Our right to collect the claims ourselves shall remain unaffected; however we will not assert the claims ourselves and will not revoke the direct debit order for as long as you duly fulfil your payment obligations.
11.5 However, if you act in breach of the contract, especially if you are in default with payment of a claim for payment, we may demand that you inform us of the claims assigned and the names of the debtors, inform the debtors of the assignment and give us all documentation and all information required to assert the claims.
11.6 In the event of reserved goods being processed or transformed, this shall be deemed as performed on our behalf. If the reserved goods are processed further together with other materials not belonging to us, we acquire a co-ownership to the new item in the ratio of the value of the reserved goods (invoice amount including VAT) to the value, at the time of use, of the other materials used. The provisions applying to the reserved goods shall apply accordingly to the new item resulting from such processing.
11.7 If the reserved goods are inseparably joined or mixed with other materials not belonging to us, we acquire a co-ownership to the new item in the ratio of the value of the reserved goods (invoice amount including VAT) to the value, at the time of joining or mixing, of the other materials joined or mixed. Should the reserved goods be joined or mixed in such a way that the property of the purchaser is regarded as the principal good, we herewith agree that you shall transfer to us proportionate co-title to this item. We herewith accept this transfer.
11.8 You shall store the resulting exclusively or jointly-held property on our behalf.
11.9 Should third parties seize or assert any other claims to the reserved goods, you shall inform such third parties that the relevant goods are our property and notify us of the same immediately so that we can assert our property rights. Should the third party not be in a position to reimburse the judicial or extra-judicial costs incurred in this context, you shall be liable for such costs.
12. Compliance with export controls
12.1 When forwarding the goods delivered to third parties you shall comply with all applicable regulations of national and international (re) export control regulations.
12.2 If required in order to enable authorities or us to conduct export control checks, you shall, upon request, promptly provide us with all information pertaining to the end-user, the final destination and the intended use of the goods delivered by us, as well as any export control restrictions existing in relation to the goods.
12.3 You shall further indemnify us and hold us harmless from and against any claims which authorities or other third parties may assert against us on grounds of your non-compliance with the afore-mentioned export control regulations and to compensate us for all losses and expenses resulting from such non-compliance.
13. Requests for returns; handling charge
13.1 Any product returns to which you are not legally entitled require our consent. Please always notify us in advance if you wish to return any goods. After we have received this notification from you, we will send you a form which is to be filled in and send back to us before you return the goods. After we have checked the information provided and approved the return you are entitled to send the goods back. This does not, however, constitute an acceptance of the return on our part. We do not accept any product returns that have not been approved in advance. After checking the returned goods we will notify you immediately if we accept the return of the goods or not.
13 .2 If we accept the return you are to bear the costs and expenses incurred in connection with processing the return and putting the returned goods back into storage. We are entitled to charge a flat rate of 15 % of the net invoice amount of the returned goods, but no less than EUR 25.00. You are also obliged to bear the entire costs for the transport and return of the goods; furthermore, you also bear the risk of accidental loss of and accidental deterioration to the goods in transport.
13.3 Your rights in the case of material or legal defects to the goods delivered are not affected by this provision.
14. Place of jurisdiction; applicable law; place of performance
14.1 The place of jurisdiction for all disputes arising in connection with these GTCs and all legal and contractual relationships between us is the location of our registered office.
14.2 These GTCs and all legal and contractual relationships between us shall be governed by the laws of the Czech Republic excluding the United Nations Convention on Contracts for the International Sale of Goods.
14.3 Unless otherwise agreed in the order confirmation, the place of performance shall be the location of our registered office.
14.4 All agreements concluded between us and the customer for the purpose of fulfilling the contract are settled in writing in the contract.
Status: September 2015