Terms and conditions

GENERAL TERMS AND CONDITIONS FOR FRAMEWORK PURCHASE CONTRACTS

I. INTRODUCTORY PROVISIONS

These General Terms and Conditions for Framework Purchase Contracts (hereinafter also referred to as the "General Terms and Conditions" or the "GTC") regulate in accordance with the provisions of Section 1751 (1) of Act No. 89/2012 Coll., The Civil Code, as amended. (hereinafter also referred to as the "Civil Code" or "c.c.") mutual rights and obligations of the contracting parties arising in connection with or on the basis of all purchase contracts concluded under the agreed Framework Purchase Contract concluded between the seller and buyer specified below.
All contractual relations are governed by the General Terms and Conditions and relations not regulated by them are regulated by Act No. 89/2012 Coll., The Civil Code. Provisions deviating from the General Terms and Conditions can be agreed in the Framework Purchase Contract. Deviating provisions in the Framework Purchase Contract take precedence over the provisions of the Business Conditions.
The condition for concluding the Framework Purchase Contract and subsequent conclusion of individual implementation purchase agreements, i.e. execution of the order (and subsequent conclusion of the purchase contract) is the Buyer's consent to these General Terms and Conditions, which are an integral part of the Framework Purchase Contract.
The wording of the General Terms and Conditions may be changed or amended by the Seller. However, this provision does not affect the rights and obligations arising during the period of validity of the previous version of the General Terms and Conditions.
These General Terms and Conditions apply to the Buyer - entrepreneur and legal entities.

II. DEFINITIONS AND INTERPRETATION OF TERMS

The Goods are movable property, which is sold by the Seller.
The Buyer is a natural or legal person, entrepreneur who concludes a Framework Purchase Contract with the Seller for the purpose of concluding partial implementation purchase agreements with the Seller, the subject of which is the delivery of Goods, while in concluding and fulfilling the Framework Purchase Contract and in concluding partial implementation contracts, it acts within the scope of its business or other entrepreneurial activity or within the scope of independent performance of its profession.
The Parties are jointly the Seller and the Buyer.
The Contract is a Framework Purchase Contract concluded between the Seller and the Buyer, the subject of which is the delivery of the Goods at the purchase price. Based on the Purchase Agreement, the Seller undertakes to deliver to the Buyer the ordered Goods - the subject of sale and allow him to acquire ownership of these Goods (subject of sale) and the Buyer undertakes to take over the Goods (subject of sale) and pay the purchase price to the Seller.
A purchase contract is a partial implementation purchase contract concluded on the basis of a specific order and under the conditions agreed in the Contract. In matters not regulated by these GTC or the Framework Agreement differently, these General Terms and Conditions apply to the Purchase Agreements and their conclusion.
The maturity date is the maturity date agreed in Article VII.
The credit limit is the total value of all receivables of the Seller from the Buyer and the values of all confirmed and not yet invoiced orders of the Buyer, which the Seller received (Article VII. of the Agreement)
The purchase price is the amount of money, which is a payment for the sale of the Goods defined in Article IV. of these GSP.
Delivery conditions means one or more delivery conditions agreed in Article VI. Contracts.

III. SELLER DETAILS

business company SP Venture a.s.

IN: 24677108; TIN: CZ24677108

with its registered office in Prague, Prague 3, Vinohrady, Lucemburská 1496/8, postal code 130 00

entered in the Commercial Register kept by the Municipal Court in Prague, Section C, Insert 165362

account number and bank details: 772277077/5500, kept at Raiffeisenbank a.s.

The seller is a VAT payer

Contact details of the Seller

delivery address and address of the establishment: Prague, Prague 10, Hostivař, Průmyslová 1515/14, postal code 102 00, Czech Republic

Opening hours: Mo - Fri: 8 am - 5 pm

phone: +420 273 134 455

e-mail: info@spventure.cz

The Seller usually responds to e-mails within 24 hours, but no later than three working days.

IV. PRICE

The price of the Goods means the prices of the Goods stated in the price list of the Seller valid at the moment when the Buyer orders the goods. All prices, including promotional prices, are valid until further notice or until stocks run out. The price list of the Seller may be changed without prior notice. Making the price list available to the Buyer does not automatically create an obligation for the Seller to deliver the goods listed in the price list. Nor does the Buyer's right to delivery of the goods listed there arise.
Unless otherwise agreed in writing between the Seller and the Buyer, the prices listed in the price list do not include tax, license fees, shipping, insurance and all taxes, including federal, cantonal or local, excise duty, value added tax and similar taxes. The Buyer agrees to pay these taxes or fees (except for the Seller's income tax), unless the relevant sale is exempt from these taxes.

V. ORDER OF GOODS

The Buyer undertakes to place written orders with the Seller. The order is a proposal for concluding a Purchase Contract. Listing the goods in the catalog and price list is not a proposal for concluding the Purchase Contract. The Seller is not obliged to accept the order, and in case of its rejection it will notify the Buyer without undue delay. By placing an order, the Buyer confirms that he has read these general terms and conditions and that he agrees with them.
The Seller may confirm the receipt of the order in the sense of § 1827 paragraph 1 of the Civil Code by e-mail to the e-mail address specified by the Buyer in the order, and this confirmation is not an acceptance of the proposal to conclude the Purchase Contract. The Purchase Agreement itself is concluded by the acceptance of the proposal for the conclusion of the Purchase Contract by the Seller, where the acceptance of the Goods - subject of sale by the Seller to the Buyer or acceptance of the Goods - subject of sale by the Buyer at personal collection or explicit acceptance of the proposal to conclude the Purchase Contract via e-mail or telephone. The Seller is not obliged to accept the order, in case of its
rejection, the Seller will notify the Buyer without undue delay.
By sending the order, the Buyer is obliged to pick up the ordered Goods and pay the purchase price during the agreed Maturity Period.
The Seller may reject an order that would cause the Credit Limit to be overdrawn.
All orders placed by the Buyer and any of its employees on behalf of the Buyer are considered to have been duly made by the Buyer and are binding on the Buyer. If the Buyer wishes that only a limited number of specific persons act on his behalf, he must state such information in the Contract, where the Buyer is also obliged to identify such specific persons.

VI. DELIVERY OF GOODS AND TRANSFER OF OWNERSHIP

Delivery will be made according to the agreed Delivery Conditions.
Ownership of the goods passes to the Buyer, under the circumstance of paying the Purchase Price, and by taking it over.
The risk of damage to the Goods passes to the Buyer at the moment when the Seller hands over the Goods to the first carrier for transport to the Buyer. After the risk of damage to the Goods passes to the Buyer, the damage to the Goods will not have any impact on the Buyer's obligation to pay the Purchase Price, unless the damage was caused by a breach of duty on the side of the Seller.
The place of delivery of the goods is the address given by the Buyer as the "delivery address".
Each delivery contains a printed invoice. The invoice will also be sent to the Buyer electronically to the Buyer's e-mail address specified in the header of the Contract.
The Seller may suspend deliveries if the Credit Limit (credit) is exceeded by the Buyer.

VII. PAYMENT TERMS

Payments will be made on the basis of invoices issued by the Seller. The maturity date will correspond to the agreed Maturity Date. The seller can invoice each delivery separately. Each delivery will be considered a separate Purchase Contract.
The Buyer's obligation to pay will be fulfilled on the day when the relevant amount will be credited to the Seller's bank account.
The Seller reserves the right to set and / or change the Credit Limit and the Maturity Period if, in the opinion of the Seller, this step is justified by the financial situation of the Buyer, his payment morale or other relevant facts. The change takes effect on the day following the day on which the notice of this change was delivered to the Buyer. The notice will also be considered delivered if it is successfully received via the Buyer's e-mail.
If the Buyer is in arrears with the payment of any invoice or other monetary obligation to the Seller, the Seller may suspend deliveries of the Goods in accordance with the orders received until all amounts due have been paid in full.

VIII. TERRITORIAL RESTRICTIONS

The Buyer undertakes not to sell the Goods outside the reserved area without the prior written consent of the Seller.

IX. RIGHTS AND OBLIGATIONS FROM DEFECTIVE PERFORMANCE, RESPONSIBILITY FOR QUALITY ON TAKEOVER OF GOODS AND COMPLAINTS PROCEDURE

Before taking over the goods, the Buyer is obliged to check the integrity of the packaging of the Goods and immediately notify the carrier of any defects. A report will be written on the defects. If a defect report is not written, the Buyer loses the claims arising from the damaged packaging of the goods.
Immediately after taking over the goods, the Buyer is obliged to check the Goods, in particular he is obliged to check the number of pieces of goods and its completeness. In the event of non-compliance, he is obliged to notify the Seller immediately, but no later than within the period specified in these GTC.
The Seller guarantees that the Goods will not suffer from material defects and workmanship and will retain their properties during the warranty period.
The Buyer undertakes to store the delivered Goods in the prescribed manner. The goods must not be unprofessionally unpackaged and must be consumed by the expiration date.
Complaints made by the Buyer will not be considered valid unless they are in writing, duly documented and delivered within the warranty period, which is:

- 3 days from the date of delivery of the goods (in case of obvious and quantitative defects);

- 3 weeks from the date of sending the goods to the Buyer (in case of hidden defects), the warranty period ends no later than the expiration date of the specific product.

The complaint must be made within 3 days after the discovery of the defect, otherwise it will be considered unapplied. Making a complaint means sending a duly completed complaint protocol, which is an annex to the Contract. The buyer is obliged to prove all necessary details of the defect. A complaint that does not contain the data specified in the complaint protocol will not be considered a proper complaint under the Contract and the Seller is not obliged to handle it.
In the event of significant defects in the processing of the Goods or in the materials covered by the warranty, the Seller is obliged, at its option, to either replace or repair the Goods, pay the price of the repair or replace the price of the defective Goods in accordance with the above provisions. Except for the cases listed above in this GTC, no express or implied warranties are made, including warranties of description, quality, merchantability or usage for a particular purpose.To the extent permitted by law, the Seller shall not be liable to the Buyer for any direct, indirect, incidental or consequential damages, damage caused by loss of usability and lost profits related to the Contract, sale and use of the Goods. The Seller shall be liable for damage caused in connection with the Contract, sale and use of the Goods up to the maximum price of the Goods, in connection with which the claim for damages is asserted. The warranty also does not apply to Goods that have been the subject of abuse, overuse, damage in an accident or natural disaster, or that have been used in violation of the instructions for use that apply to the Goods.

X. CONTRACTUAL PENALTIES

If the Buyer does not take over the ordered goods as soon as the carrier allows him to take over the goods, the Seller may charge the Buyer a contractual penalty of 0.1% of the price of the ordered Goods for each day of delay of the buyer with taking over the goods. If the Buyer's delay is longer than 14 days, the Seller may unilaterally cancel the Buyer's order and withdraw from the partial Purchase Agreement.
If the Buyer fails to pay any amount he is obliged to pay under the Contract, does not open a letter of credit or otherwise in breach of the contract prevents the Seller from delivering the Goods, the Goods shall be deemed delivered when ready for dispatch in the Seller's warehouse on the delivery date specified in the order confirmation.
If the Buyer does not pay the invoice within the maturity date, the Seller may charge a contractual penalty in the amount of:

- 0.1% of the invoiced amount for each day of delay, provided that the delay does not exceed 30 days

- 0.3% of the invoiced amount for each day of delay if the delay lasts longer than 30 days

If the Buyer sells the goods outside the reserved territory, the seller may charge the buyer a contractual penalty in the amount of 100% of the price of the goods delivered outside the reserved territory.
If the Buyer violates the provisions on confidentiality in Article X, paragraph 10 of the GTC, the Seller may terminate the contract.

XI. OBLIGATION OF CONFIDENTIALITY AND TRADE SECRECY

The Buyer may not make available to third parties information on the conditions agreed in this Contract, the GTC or other documents relating to trade between the Parties, including price offers and other information received in communication with the Seller.

XII. ASSURANCE

If blank promissory is agreed in the Contract by means of a blank promissory note, the Buyer shall issue a blank promissory note on the day of signing the Contract with the omitted information on the due date and amount. The Seller is entitled to fill in the bill of exchange at any time when the Buyer - the debtor is in arrears with the payment of any obligation arising under the Contract. In this case, the Seller may add to the bill of exchange an amount that will not be higher than the sum of the due obligations of the Buyer - the debtor, and the maturity at the discretion of the Seller. In the event that the Seller applies a blank promissory of exchange, the Buyer is obliged to deliver a new blank promissory of exchange to the Seller without undue delay, no later than within five days from the date of the Seller's request.
If blank promissory is agreed in the Contract through the liability of the statutory body (executive, member of the Board of Directors), the statutory body or member of the statutory body shall issue a guarantee statement on the day of concluding the Contract. In the guarantor's obligation, the guarantor guarantees that he will fulfill all the Buyer's obligations with which the Buyer is in arrears.

XIII. FINAL PROVISIONS

The contract and the GTC are binding on both parties and their legal successors. The Buyer may not assign or otherwise transfer its rights or obligations arising from the Contract or the GTC to a third party without the prior written consent of the Seller.
The Contract and the GTC contain all agreements between the parties regarding the subject of the Contract. The Contract may not be amended other than by the conclusion of a new Framework Purchase Contract signed by both parties. The provisions contained in the Contract and the GTC completely replace all previous oral and written price agreements, all communications, agreements and other instruments related to the subject of the Contract.
The Contract may be terminated at any time by the expiration of the period of validity agreed in the Contract, or during this period by written agreement of the parties. Both the Buyer and the Seller may terminate the Contract within a one-week notice period. If the Buyer violates any provision of the Contract or the GTC, the Seller may unilaterally withdraw from the Contract. Termination and withdrawal from the Contract must be in writing and delivered in the manner specified in this Article paragraph 6 of these GTC.
The contract and the legal relations arising from it are governed exclusively by Czech law and the legal order of the Czech Republic. The use of Czech conflict-of-law rules and the provisions of the UN Convention on Contracts for the International Sale of Goods is excluded. Issues not regulated here are governed by Act 89/2012 Coll., The Civil Code and its relevant provisions and other legal regulations, as amended.
The Seller and the Buyer undertake to resolve all disputes primarily amicably, on the basis of a mutual agreement between the Buyer and the Seller. All disputes arising from the Contract and in connection with the Contract (especially disputes arising from the Contract or disputes concerning its violation, cancellation or invalidity) will be finally decided by the Arbitration Court at the Economic Chamber of the Czech Republic and the Agrarian Chamber of the Czech Republic according to its rules by one arbitrator. appointed by the chairman of the Arbitration Court.
Any notice, request or other communication to be made, given or delivered to the other party under the Contract must be made in writing and contain the signature of the agent (hereinafter also "document"). The writing may take the form of a document or electronic document, delivered via a data box or by email to the email address specified in the Contract. An incoming consignment (containing a document) sent to the address of the other contracting party specified in the title of the Contract using the postal service operator is deemed to have arrived on the third (3) working day after dispatch, but if it was sent to an address in another state, then the fifteenth (15) working day after shipment. The Contracting Parties are obliged to notify each other of changes in delivery addresses during the term of the Contract.
if neither party applies or enforces any provision, right or condition contained in the Agreement or the GTC, such conduct shall not be construed as a waiver of its rights or agreed terms.
In the event that any provision of the Contract is or becomes invalid, ineffective or unenforceable, the other provisions of the Contract shall remain valid, effective and enforceable. In such a case, the Contracting Parties undertake to replace the provision in question with a valid, effective and enforceable provision which, in its content, meaning and economic impact, corresponds as closely as possible to the original provision and intention of both Contracting Parties on the day of conclusion of the Contract.
Rights arising from the Agreement or its breach expire within the time limit of four (4) years from the date on which the right could be exercised for the first time.
The contracting parties exclude the application of the provisions of § 557 of the Civil Code (contra proferentem rule), the provisions of § 1764 to § 1766 of the Civil Code (on change of circumstances) and the provisions of § 1793 to § 1795 of the Civil Code (on disproportionate shortening) to the Contract.
The contracting parties have agreed that in the event of an obligation to compensate for damage, the destroyer is also subject to an obligation to compensate for non-material damage.
The contracting parties have agreed that in the event of an obligation to compensate for damage, the destroyer is also subject to an obligation to compensate for non-material damage.
If any legal regulation stipulates a fine (penalty) for breach of contractual obligations (at any time during the term of the Contract), then such a claim shall not affect the right to compensate damages in the amount exceeding the penalty provided by law.