General CONDITIONS of trade
issued by GarFen.cz, s.r.o., Kelčany 67, 696 49 Žádovice, IČ: 26283948
article 1 introductory provisions
a. These general conditions of trade (hereinafter "Conditions") shall govern all commercial relationships entered into between GarFen.cz, s.r.o., with headquarters located at Kelčany 67, 696 49 Žádovice, IČ: 26283948 (hereinafter "Supplier") and other parties (hereinafter "Buyer").
b. All commercial relationships which are not included in these Conditions shall be governed by the legal system of the Czech Republic and the Commercial Code of the Czech Republic. These Conditions are the basic conditions for the sales of products, goods and services by Supplier and insofar as they differ from nonmandatory legal norms in the current legal code of the Czech Republic, these Conditions shall have priority.
Article 2 definition of commercial relationship
a. Commercial relationship under these Conditions is understood to mean a relationship between Supplier and Buyer which concerns a concrete order for the provision of goods, products or services to Buyer. A commercial relationship between the contract parties arises with the delivery of a completed and signed purchase order to Supplier.
b. Buyer under these Conditions is understood to be any natural person or legal entity whatsoever fit to conclude a contract under the current legal system of the Czech Republic.
c. Supplier is obligated to alert each buyer of the existence of these Conditions and to append a reference to these Conditions of Trade to every contract form (hereinafter "Order"), and must, at the client's request, provide them for review or append them to the contract. The current version of the Conditions is made available in electronic form at the address www.garfen.cz.
d. By his signature or by sending the contract form, Buyer confirms his unequivocal agreement with the fact that the binding commercial relationship between Supplier and Buyer shall be governed by these Conditions.
Article 3 registration in the economic system
a. The information required for registration is contained in the registration form or Požadované informace do registrace obsahuje registrační formulář a nebo a statement from the Business Registry on, potentially, the order given by Buyer.
b. In the event of incomplete or obviously incorrect information on the part of Buyer, registration shall be erased without warning.
c. In registering, Buyer agrees with the retention of his information in the database in keeping with Law no. 101/2000 of the legal code and simultaneously agrees to be governed by these conditions.
d. To request cancellation of registration, Buyer must send an e-mail to Supplier containing the request to cancel registration. Supplier shall retain information about executed orders.
e. Supplier pledges that the information retained shall not be provided to third parties.
Article 4 acceptance of orders
a. All orders for goods or services by Buyer must be in written form. Orders submitted via fax, electronic post or by means of the electronic system will also be considered to be written orders.
b. The order form must contain the following information: name of product or service, quantity demanded, date and place of delivery, delivery method, client's business name and exact address of headquarters or place of doing business, name of person authorized to do business in client's name, including telephone and e-mail information. IČ and DIČ if client is a legal entity.
c. The order, indicating price, delivery and payment conditions, will be considered accepted only upon confirmation of such by Supplier. Confirmation may be done via electronic post, fax, in written form (regular mail) or by telephone.
d. The delivery period begins from confirmation of the order and the sending of complete and correct background materials. If any of these conditions is not met, the period of delivery shall be adjusted accordingly.
e. Supplier reserves the right based upon the particular order and its extent to determine whether a simple order will suffice or in which cases a special written contract will be required.
f. By his signature, or by sending in the order, Buyer always confirms not only his agreement with these conditions but also affirms that he has concluded this contract by his own free will.
Article 5 cancellation of order
a. Should Buyer wish to cancel the order or a portion thereof, he must make Supplier aware of this with no undue delay.
b. Should the order be canceled during the production period, Buyer is obligated to reimburse all costs connected to the order as filled to that point and to do so at the time of cancellation and pay Supplier a cancellation fee in the amount of 10% of the price of the goods ordered.
c. The time from purchase of the materials for the particular order or the initiation of work on the order up until its delivery to Buyer shall be counted into the production period.
d. If buyer should request cancellation of the order during the period in which materials have not yet been purchased nor work begun, Buyer may cancel the order and is obligated to pay a cancellation fee to Supplier in the amount of 5% of the price of goods ordered.
Article 6 quality of products and services
a. Supplier pledges to provide products or services ordered to Buyer in the amount, quality and manner normal for the market.
b. Buyer declares that he is acquainted with the description of characteristics and quality of the goods as given in the offering and assents to this description.
c. Should Buyer request nonstandard quality or execution of the product, this request must be expressly stated on the order form together with exact specifications for the nonstandard characteristics of the product.
Article 7 price of products and services
a. Prices are governed by Supplier’s current pricelist. Prices are given exclusive of VAT unless otherwise stated.
b. Order price is always calculated using the pricelist valid for the period in which the order was accepted.
c. If, during the period from receipt of the order to the purchase of materials there is a demonstrable change in the prior price of materials, Supplier reserves the right after agreement with Buyer to alter the purchase price to correspond with changes in the prices of individual manufacturing cost components for the goods supplied, in particular with the price of raw materials.
Article 8 payment conditions
a. Buyer will provide payment for goods and services in cash, either on the basis of a deposit invoice or a regular invoice.
b. When paying in advance or on the basis of a deposit invoice, Buyer may deduct a discount of 3% from the price of the work.
c. In the course of long-term cooperation or on the decision of Supplier, client may pay without cash via direct bank transfer with a pre-agreed payment due date. The standard payment period is 21 days.
d. On orders greater than 100,000 Kč excluding VAT or upon the decision of Supplier if 100% payment is not made in advance, a deposit on goods or services is ordinarily required by Supplier. Supplier reserves the right to demand a deposit, based upon the particulars of individual cases, of from 20% to 100% of the sales price excluding VAT.
e. No potential claim shall effect a postponement of payment for goods or services in the full amount and at the time determined or pre-arranged.
Article 9 contractual penalties
a. If Buyer does not accept delivery of the product or service at the agreed upon time and the agreed upon place, it has been agreed by the contractual parties that Supplier may apply a contractual penalty in the amount of 0.1% of the price of the work for every delivery appointment missed.
b. If Buyer, in spite of written warning by Supplier, does not take delivery of goods within 20 days of delivery of this notice, Supplier has the right to withdraw from the contract and liquidate the goods. The obligation of Buyer to pay the purchase price, contractual penalty, interest for delay or reimbursement for damage, as well as costs connected with the liquidation of goods and withdrawal from the contract shall not be abridged. Withdrawal from the contract shall take effect on the third day after the day Buyer has received written notice of same, signed by Supplier.
c. If, on the side of Buyer, there is a delay in paying the purchase price or price for completing the work, the contractual parties have agreed upon a contractual penalty in the amount of 0.1% of the price of goods for every late day and, from the seventh late day, in the amount of 0.5% of the price of goods for every late day counting partial days as full days.
d. Any determination whatsoever about these conditions concerning a contractual penalty shall have no effect on Supplier’s right to compensation for damages and interest for delays, which remain unaffected.
Article 10 claims
a. Any claim must be made directly upon discovering a fault in goods.
b. Claims must be made in writing with a precise specification of the faults claimed.
c. Supplier must remedy claimed faults with due professional diligence.
d. If the fault cannot be eliminated in the product, Supplier shall provide Buyer with an appropriate discount in the price of the product with an irremediable fault.
e. Supplier is obligated to notify Buyer in writing of the acceptance or refusal of any claim within 30 days from the day of delivery of Buyer's written claim.
Article 11 obligations of supplier
a. Supplier is obligated to proceed during manufacture with due professional diligence.
b. Supplier is obligated to notify Buyer without delay if there has been a change in the price of materials which may have an impact on the end price of the product.
c. Should the price of the product change and the Order not specify a price range within which the product is to be delivered, Supplier is obligated to cease work on the product until such time as the change in price is approved by Buyer.
d. Supplier is obligated to supply goods within the agreed upon period. If extenuating circumstances make it impossible to keep to this deadline, Supplier is obligated to inform Buyer about this eventuality with no undue delay and Buyer has the right to a discount in the amount of 0.1% of the price of the work for each calendar day of delay.
e. Supplier is obligated to maintain secrecy about all facts entrusted to him in his relationship with Buyer and with which he has become acquainted in the course of the contractual relationship. This obligation shall continue even after the conclusion of the contractual relationship.
Article 12 obligations of buyer
a. Buyer is obligated to provide Supplier with all information and background necessary for Supplier to properly fill the order.
b. Buyer is obligated to provide Supplier with any requisite cooperation in filling the order.
c. The information in points a) and b) must be provided by Buyer with no undue delay. In cases in which this obligation is not properly fulfilled in a timely manner, Supplier reserves the right to postpone the date for delivery of the product or services by a period corresponding to the length of delay by Buyer. If, in spite of being asked, Buyer does not provide the requisite cooperation within the period determined by Supplier, Supplier has the right to withdraw from the contract at its very inception and to demand reimbursement from Buyer for any costs which may have arisen.
d. Buyer is obligated to take delivery of the product or service at the agreed upon time and in the agreed upon manner.
e. Buyer is obligated to maintain secrecy about all facts entrusted to him in his relationship with Supplier and with which he has become acquainted in the course of his contractual relationship. This obligation shall continue even after the conclusion of the contractual relationship. Version 1.1
article 13 product delivery and transport
a. Upon completion of production, Buyer will be asked by Supplier to take delivery of the finished products or a date for transfer will be agreed.
b. Unless stated otherwise in the order, Buyer shall be obligated to take delivery of the finished products at the location designated for intake and distribution at the workshop located at Kelčany 67, 696 49 Žádovice.
c. If Buyer does not pay the purchase price within the period set by Supplier in a written notice if the entire purchase price has not been paid in advance, Buyer is obligated before taking delivery of the product to pay transport, if such has been agreed, and the remainder of the purchase price including VAT. Exceptions may arise only in the case of special payment arrangements in accordance with Article 8 of these Conditions.
d. If Buyer requests that the order be sent by transport, the transporter shall be responsible for the timely and damage-free transport of the order and Supplier shall assume no responsibility for such transport. The price shall be determined based upon the pricelist of the particular transporter.
Article 14 transfer of ownership
a. Ownership of finished goods will be transferred to Buyer only upon transfer of the products to Buyer or the transporter and this after payment of the entire purchase price including VAT.
b. If only one of these conditions is fulfilled, the product shall remain the property of Supplier until such time as both conditions are fulfilled.
c. If Buyer still does not pay the purchase price even by the end of the time period set by Supplier in a written payment notice, Supplier has the right to withdraw from the contract and demand return of the goods. Buyer is obligated to enable their transfer to Supplier. The obligation of Buyer to pay the purchase price, contractual penalty, interest for delay or reimbursement for damage and other costs incurred from withdrawing from the contract shall not be abridged by this.
d. All costs or any damage connected with the subsequent assertion of ownership rights by Supplier must be reimbursed by Buyer.
Article 15 further stipulations
In keeping with the law covering arbitration and the execution of arbitration awards no. 216/1994 of the legal code as amended, the contractual parties have agreed that all disputes arising from the commercial relationship based upon these General Conditions of Trade, or connected to them, shall be arbitrated at an arbitration proceeding in front of a single arbiter, in keeping with the rules of procedure for arbitration proceedings issued by the Union for Arbiters and Mediation Management of the Czech Republic, a.s., IČ: 27166147 (hereinafter "Union") and made public at the internet address www.urmr.cz, while the arbiter shall be listed, at the date of delivery of the complaint, in the List of Arbiters kept by Union and the contractual parties thus explicitly authorize Union to determine, in keeping with the Rules of Procedure of Arbitration Proceedings, an arbiter for arbitration proceedings based upon this arbitration clause. The contractual parties hereby empower an arbiter so chosen to decide all disputes based upon the principles of fairness and this potentially in the form of online Proceedings in keeping with Part Four of the Rules of Procedure of Arbitration Proceedings. The choice of type of proceedings, whether with a single arbiter in keeping with the principle of fairness or with a single arbiter in keeping with the principle of fairness via online proceedings shall be left up to the complaining party. The contractual parties expressly declare that before signing the contractual agreement, they have had and have the opportunity to acquaint themselves with the Rules of Procedure of Arbitration Proceedings, as well as with the Regulation of Costs of Arbitration Proceedings and have done so, and the documents presented are thus considered to be an inseparable part of the arbitration contract. The contractual parties have chosen the following e-mail addresses for Online Arbitration: the official addresses of the companies as given in the Order or contract for work. Notice of the initiation of arbitration proceedings together with access information will be sent to the correspondence addresses of the companies given in the order or contract for work.
Article 16 validity of General conditions of trade
a. General conditions of payment are valid from the date of proclamation and entirely supersede any previous version.
b. If, for any reason, one or more of these provisions should become legally invalid, this shall not affect the remaining provisions.
c. Unless stated otherwise, pertinent regulations of the Commercial Code are valid. In keeping with Article 273 of the Commercial Code, these Conditions shall be considered general conditions of trade governing delivery of goods or services offered by Supplier.
d. Supplier reserves the right to make changes in these Conditions. This shall, however, always be done in writing and the changes made public in the usual manner.
e. Supplier reserves the right to adapt these Conditions on an individual basis in individual cases, always, however, after previous agreement with the client.
In Kelčany 2.1.2007
These Conditions completely supersede the previous version