Öffentliche Geschäftsbedingungen - juristische Personen (B2B)
Business conditions of the trading company DENCOP LIGHTING spol. s ro for the sale of components and materials for the production of non-illuminated, illuminated and neon advertising, LED applications, digital printing equipment and other goods No. 1/2022
Article I
Introductory Provisions
- Commercial company DENCOP LIGHTING spol. s ro, ID number: 25566130, with registered office in Zlín, Malenovice, Tečovská 1122, entry in the commercial register maintained by the Regional Court in Brno, section C, insert no. 34121 (hereinafter referred to as "Seller" ) issues these terms and conditions for the sale of components and materials for the production of non-illuminated, luminous and neon advertising, LED applications, digital printing equipment and other goods No. 1/2022 (hereinafter referred to as "Terms of Sale"), with reference to which, in accordance with § 1751 paragraph 1 of Act No. 89/2012 Coll., of the Civil Code (hereinafter referred to as "NOZ"), a part of of the content of purchase contracts for the sale and purchase of movable property concluded between the Seller on the one hand and individual buyers (hereinafter referred to as "Buyers") on the other hand, if the subject of sale and purchase is the goods specified in para. 2 in this article, and if the Buyer is also an entrepreneur within the meaning of § 420 et seq. NOS.
- Movable items, the sale and purchase of which are governed by these Terms of Sale (hereinafter referred to as "Goods" or "Delivery"), means in particular non-light equipment , light and neon advertisements, incl. their parts and spare parts for them, or materials and components intended for their production, as well as materials and components intended for the production of various LED applications and digital printing equipment, sheet materials from PVC, PMMA, DEBOND aluminum composite sandwiches and ALU-BOND aluminum composite sandwiches for the construction industry.
- The sale and purchase of Goods is governed by the relevant contract concluded between the Seller and the Buyer (hereinafter referred to as the "Individual contract"), these Terms of Sale, the GTC and other generally binding legal regulations.
- These Terms of Sale are part of each Individual Contract.
- The buyer confirms that he is aware of the Terms of Sale in the sense of § 1751, paragraph 1 of the Norwegian Commercial Code and at the same time expresses his consent or confirms that he has given his consent for the Terms of Sale to become part of the Individual Contract by the person authorized to act legally for The Buyer (i) adds his signature directly to the document with the Terms of Sale, or (ii) adds his signature to the document with the Individual Contract, which includes the text of the Terms of Sale, or (iii) takes over the Goods and adds his signature to the delivery note or other document proving the delivery of the Goods, which will include the text of the Terms of Sale, or (iv) attach a guaranteed electronic letter to the data message containing the agreement to the Terms of Sale, or (v) send the data message containing the agreement to the Terms of Sale from the data box, or (vi) transfer the text of the Terms of Sale with a handwritten signature into an electronic version, and sends the thus obtained electronic version of the Terms of Sale via electronic data exchange to e-mail ou address of the Seller, or (vii) submits a proposal to conclude an Individual Contract (order) through electronic data exchange created in the "E-shop" application environment as part of the online store operated by the Seller (see Article II , paragraph 4 of the Sales Conditions). It applies that if the Buyer confirms once, in any way mentioned in the previous sentence, that he is aware of the Terms of Sale and that he agrees that they become part of the Individual Contract, then this confirmation and consent applies to any Individual Contract concluded later, unless the contractual the parties have agreed otherwise in writing.
- In the event that any provision of the Conditions conflicts with the provisions of the Individual Contract, the relevant provision of the Individual Contract shall take precedence. If the provisions of the Terms and Conditions and the Individual Contract are not in conflict, the provisions of the Terms and Conditions and the Individual Contract shall apply at the same time. Deviating provisions in the Individual Contract must be agreed in writing, even if the Individual Contract should have a different form than in writing; The conditions expressly exclude that deviating provisions in the Individual Contract have a form other than written. A written form is also required for an agreement to exclude the use of the Terms of Sale or any provision of the Terms of Sale, or a written form is also required for such an arrangement in the Individual Contract, as a result of which the provision with a supporting adjustment in these Terms of Sale will not be applied.
Article II
Individual contract
- An individual contract can be in written or oral form.
- If the Individual Contract has a written form, then it is concluded at the moment when it is signed by the person acting as the Seller and Buyer, if both persons are present together, or when one of the parties accepts the written draft of the Individual Contract submitted by the other party . A written proposal for an Individual Contract is not accepted if the person to whom it was addressed adds additions, reservations, restrictions, deviations or other changes to the proposal, incl. reference to other business terms than these Terms of Sale. The proposal for concluding an Individual Contract must be accepted within 7 days of its delivery to the party to whom it is addressed, otherwise it expires.
- The written form of the Individual Agreement is preserved even if the proposal for its conclusion and acceptance of the proposal are made through electronic data exchange. Electronic legal negotiations in connection with the conclusion of Individual Contracts must be electronically signed or made as set forth in Article VI, Section 2 of the Terms of Sale. In the case of negotiating an Individual Contract through electronic data exchange, however, it is sufficient if the guaranteed electronic signature is replaced by a facsimile of the signature of the person acting in electronic form or provided with another electronic signature in accordance with the provisions of § 7 of Act No. 297/2016 Coll., on trust-creating services for electronic transactions as amended. If a data message containing a draft of an Individual Contract or its acceptance is delivered via a data box within the meaning of Act No. 300/2008 Coll., on electronic actions and authorized conversion of documents, this replaces the electronic signature.
- Conclusion of an Individual Contract can also take place through the web interface with the application "E-shop" located on the Seller's website at the address: http://eshop.dencop .cz/. The proposal for the conclusion of the purchase contract is submitted by the Buyer, with the fact that the proposal for an Individual Contract in this case means an order created by the Buyer by selecting the Goods he intends to buy within the offer and in the "E-shop" application environment " will thus generate an order form, in which he will then fill in the required data. By sending the order to the Buyer, the proposal for concluding an Individual Contract is submitted by the Seller. The Individual Contract is concluded at the moment when the Buyer receives a confirmation from the Seller of her agreement with the order (with a proposal for the conclusion of the Individual Contract) to the e-mail address specified in the order.
- If the Individual Contract has a form other than a written one, then this is created as soon as the contracting parties agree on its content.
- If the Individual Contract was concluded in writing, then legal proceedings aimed at its amendment or addition can only be in written form; changes to the written Individual Contract other than in written form are expressly excluded. However, legal actions aimed at canceling the Individual Contract must always be in writing, regardless of whether the Individual Contract was concluded in writing or orally.
- If the Individual Contract was otherwise concluded in a written form, then it applies that it contains the details specified in the delivery note, or in the regular tax document (if this also serves as a delivery note) confirmed by the Buyer.
Article III
Purchase price and payment terms
- The purchase price must be agreed in the relevant Individual Contract. If the Individual Contract is concluded via the web interface with the application "E-shop" in the sense of Article II, paragraph 4 above in these Terms of Sale, then the buyer the price of the goods (including costs associated with packaging, preparation for transport and transport (hereinafter referred to as "costs associated with delivery"), duties and fees) corresponds to the amount indicated for the given item within the application "E -shop”. The buyer acknowledges that if the price of the goods listed in the web interface with the "E-shop" application and subsequently in the order is clearly lower than the usual price of the same goods in the location and time (especially due to an error in writing or numbers or due to a technical error on the part of the Seller, etc.), the purchase contract is not concluded at all, even though the Seller has confirmed the acceptance of the order to the Buyer. If it is to be the subject of purchase and sale according to the Purchase Agreement of Goods from the offer on the web application, the aforementioned also applies similarly to the purchase agreement regarding the sale and purchase of Goods from the offer on the web interface with the application "E- shop", even if they will not be concluded via the web interface with the "E-shop" application, unless the Seller and the Buyer in agreed otherwise in the purchase contract.
- In the event that, between the conclusion of the Individual Contract and its fulfillment, the exchange rate of CZK against EUR falls by more than 2% compared to the exchange rate in effect. at the time of the conclusion of the Individual Contract, always assessed according to the mid-day exchange rate announced by the Czech National Bank, the said fact is considered to be a substantial change in circumstances, which establishes a particularly gross disproportion by disadvantaging the relevant contracting party by disproportionately increasing the costs of performance in the sense of § 1765, paragraph 1 NOZ . If there is a significant change in circumstances according to the previous sentence, the Seller is entitled to invite the Buyer to resume negotiations on the Individual Contract, while it is valid that both will start negotiating a price supplement to this purchase contract, in which the movement of the exchange rate will be reflected in the adjustment of the purchase price of the Goods, the delivery of which is to be carried out according to the Individual Contract. If, in such a case, the contracting parties do not agree to conclude a contract (addendum) on the adjustment of the purchase price within 14 days from the invitation to start negotiations, then the Seller is entitled to withdraw from the given Individual contract or part of it.
- Unless something else is agreed in the Individual Contract, then it applies that the Buyer pays the purchase price when handing over and taking over the Purchase Item. In the case of a purchase contract concluded via the web interface with the "E-shop" application, the payment method is chosen by the Buyer when generating the order in this interface (see Article II, par. 4 above), with the possibility of (i) paying the purchase price upon delivery of the goods (payment of the purchase price by cash on delivery), (ii) paying the purchase price by non-cash transfer to the Seller's bank account, within 5 days from the closing date Purchase contracts, or (iii) pay the purchase price via payment card, if the web interface allows it.
- In the event that the Individual Contract was negotiated otherwise than in writing, with reference to the provisions of Article II, paragraph 4 of these Terms of Sale, it applies that the purchase price was agreed upon in the amount specified in the delivery note or the regular tax document ( if it replaces the delivery note) by the confirmed Buyer. A proper tax document, through which the Seller invoices the purchase price of the Goods, and in which the due date of the invoiced purchase price is stated differently than as follows from para. 2, first sentence, in this article above, simultaneously replaces the written agreement for deviating provisions in the Individual Contract.
- If the Buyer is to pay the purchase price, or part of it, in advance before handing over and taking over the Goods, then the agreed period for the delivery of the Goods shall begin to run from the payment of the advance by the Buyer.
- If the Buyer finds himself in arrears with the payment of the purchase price, the Seller is entitled to the payment of interest due to the delay in the amount of 0.05% per day of the amount owed for each day of delay. If the Buyer's delay in payment of the purchase price exceeds 30 days, this fact is considered a substantial breach of the Individual Contract, with the Seller having the right to withdraw from the Individual Contract affected by the delay.
- If there is a substantial breach of an Individual contract, then the Seller is entitled to demand a deposit of up to 100% of the performance price (incl. VAT) for other Individual contracts concluded with the Buyer. As long as the Buyer does not pay the required advance together with the debt due to which he exercised the right to demand an advance on the price of the performance, the Seller is not obliged to provide the Buyer with performance from Individual contracts that were affected by the exercise of the right to demand an advance on the purchase price, while it is valid that the deadline for providing performance is automatically extended by the time from the delivery of the call to the Buyer to provide the advance until it is paid together with the debt due to which the Buyer's advance was provided he called. If the Buyer does not pay the requested financial performance even within 10 days from the date on which the deposit should have been due with the obligation due to which he requested the required deposit, this fact is considered to be a material breach of the individual contract in question, with the fact that the Seller will have the right from the individual in question withdraw from the contract.
- The seller is entitled to proceed in accordance with paragraph 7 of this article, i.e. to demand an additional payment of an advance on the purchase price of up to 100% of the purchase price for all Individual contracts for which he has not yet fulfilled the obligation to deliver the Goods, if any fact occurs on the part of the Buyer , due to which the Seller can reasonably believe that the Buyer will not fulfill its obligations under the Purchase Agreement. The aforementioned fact is considered to be in particular (i) the filing of an insolvency petition directed against the Buyer, (ii) the initiation of execution against the Buyer, (iii) listing the Buyer as an unreliable VAT payer. Otherwise, the provisions of paragraph 7 of this article apply.
- If the Seller withdraws from the Individual Contract in accordance with the provisions of paragraph 6 (last sentence) or 7 (last sentence) in this article above, then the Seller will be entitled to pay a one-time contractual penalty of 5.00% of the ;purchase prices agreed in the Individual Contract in question.
- If the Individual Contract is concluded via the web interface with the "E-shop" application, or will be an Individual Agreement regarding the sale and purchase of Goods from the offer on the web interface with the "E-shop" application, which will not, however, be concluded via the web interface with the application "E-shop", it applies that if the total purchase price of the Goods (without VAT) does not exceed the amount of CZK 2,000.00, the purchase price will be increased by a handling fee at published rates on the Seller's website.
Article IV
Handing over and taking over (delivery) of the Subject of Delivery
- The goods will be delivered in the manner that results from the concluded Individual contract. If the Seller and the Buyer do not explicitly agree on another delivery method in the Individual Contract (e.g. delivery of the Goods at the Seller's warehouse at the address of its registered office: Zlín, Malenovice, Tečovská 1122 or at its office address: Chrášťany 140, Rudná u Prahy, or in ; another agreed place), it applies that the Seller fulfills the obligation to deliver the Goods by sending them to the address indicated by the Buyer in the Individual Contract, i.e. by handing them over to the first carrier for transport for the Buyer (see § 2608, paragraph 1 NOZ in conjunction with § 2091 par. 1 of the NOZ). If the Goods are to be paid for upon acceptance by the Buyer, the consignment with the goods will be sent on cash on delivery.
- If the Seller does not fulfill the obligation to deliver the Goods by sending them, then the delivery of the Subject of Delivery according to the Individual Contract is carried out by handing over the Subject of Delivery to the Buyer at a certain place. The delivery note (or any other document that replaces the delivery note) signed by the Buyer is the proof of delivery and acceptance of the Delivery Item.
- If there is no expressly agreed date for the delivery of the Goods in the Individual Contract, the delivery of the Goods will usually take place within a period of (i) 14 days from the date on which the Individual Contract is concluded, if the Goods are to be paid for acceptance by the Buyer as part of cash on delivery or after delivery, (ii) 14 days from the date of full payment of the amount that the Buyer should have paid for the purchase price of the Goods before their delivery. The aforementioned deadlines for the delivery of the Goods are indicative deadlines; if the Individual Contract does not contain an agreement between the contracting parties on a specific deadline for the delivery of the Goods, the Seller is obliged to deliver the Goods within a period appropriate to the circumstances. The provisions of the Terms of Sale in relation to the change of the date of delivery of the Goods (see Article III, paragraph 6 above) are not affected by this.
- If, according to the Individual Contract, the Goods are to be delivered in a certain place, and if the delivery of the Goods does not take place due to the Buyer's failure in any way, the Seller will store the Goods in one of its warehouses in accordance with paragraph 1 of this of the article above (hereinafter referred to as "Warehouse") and will notify the Buyer thereof. By placing the Goods in the Warehouse according to the previous sentence in this paragraph, the Goods are considered to have been delivered and at this point the taxable performance also occurs. For the storage of the Goods in the Warehouse, the Buyer is obliged to pay the Seller a fee of CZK 50.00 for each (even started) m3 of space occupied by the stored Goods and each (even started) day of storage; the previously mentioned amount is the amount without VAT, which will be added.
Article V
Liability for defects, warranty
- In relation to responsibility for defects in Goods, the following applies:
1.1 The seller is obliged to provide performance in the quantity, quality and scope resulting from the relevant Individual contract. Defective performance constitutes an immaterial breach of the Individual Contract.
1.2 The Buyer's right from defective performance is based on a defect that the delivered Goods have when the risk of damage passes to the Buyer, even if it becomes apparent only later. The Buyer's right will also be established by a defect that arose later, which the Seller caused by breaching his obligation.
1.3 In the case of defective performance, the Buyer has the right to remove the defect or to receive a reasonable discount from the purchase price. The removal of a defect means the removal of a defect in the delivered item where the defect can be removed or the delivery of a defect-free item in exchange for a defective item. The Seller will determine the method of resolving the claim from defective performance.
1.4 To maintain claims from defects, the Buyer is obliged to notify the Seller of defects in the delivered Goods within the following time limits:
- at the latest when taking over the Goods in case of quantitative defects, defects consisting in obvious damage or destruction of the Purchase Item due to external forces (e.g. impact, collision, fall), contamination by chemical substances or exposure to the elements and defects in the form of missing parts and accessories of the Goods, with the fact that these defects must be listed in the document certifying the delivery;
- without undue delay after its detection, but no later than within one working day of taking over the Goods from the Seller or from the carrier, if the delivery is made by dispatch (see Article IV, paragraph 1 above ) in the case of defects detectable during a timely inspection and sufficient care in the sense of § 2112 NOZ;
- without unnecessary delay after its detection, but no later than 1 year after the delivery of the Goods in the case of a hidden defect.
1.5 For legal proceedings by which the Buyer announces the occurrence of performance defects according to point 1.4 letter b) and c), a written form is prescribed. In the written notification of defects, the buyer must state at least: who made this notification, to whom it is addressed, the identification of the Individual Contract (with the date of conclusion and the number in its header - if this information is included in the Individual Contract), the identification of the defective Goods, a description of the defect and the date her finding. In addition to the mandatory information, the notification may also contain a proposal for a solution to the defect claim. The notification must be delivered to the Seller on the last day of the prescribed period.
1.6 If the Seller does not satisfy the claim for defective performance within a reasonable period of time as stated above in this paragraph, then the Buyer has the right from the Individual Contract to the extent affected by the defective performance resign.
- If the Seller takes over the warranty for the Goods, then the provisions of paragraph 1, points 1.2 to 1.6 in this article apply similarly to the satisfaction of claims from warranty defects. A written form is prescribed for the legal proceedings by which the Seller takes over the warranty for the Goods, even if the Individual Contract will be concluded otherwise than in writing.
Article VI
Special Provisions
- If the NOZ or these Terms of Sale, or An individual contract, for certain legal acts, notices or requests require a written form, then it is without further ado that such legal acts, notices or requests are made otherwise than in writing, under the penalty of invalidity. Electronic legal proceedings, or electronic notification or request, are signed with an electronic signature, with the fact that the forms of electronic signature are recognized according to Article II, paragraph 3 of these Terms of Sale, or are sent via a data box that replaces an electronic signature.
- Legal proceedings against an absent person, notifications or other communications according to these Terms of Sale, or in connection with a certain Individual Contract, must be delivered to the other contracting party (i) anywhere by personal delivery, (ii) at the address of the addressee's registered office listed in the commercial register, or in the commercial register, or at the address specified in writing by the addressee for the delivery of documents, when delivered by courier or the Czech Post, or (iii) at e-mail addresses intended for receiving electronic mail when delivered by electronic communication, which the Seller and the Buyer will publish in an appropriate way (e.g. . on own websites or on business correspondence), or communicate it in writing to the other party to the Individual Contract. In connection with the above, the Seller and the Buyer are obliged to notify each other without undue delay of any change of registered office address, or publish or notify each other of changes in e-mail addresses for the delivery of e-mail.
- In the context of § 570 NOZ, the following is considered to be a deliberate failure to enforce the will of the other party:
- violation of the obligation to notify a change of registered office address or to publish or notify a change of e-mail address for the delivery of e-mail,
- refusal to accept documents,
- failure to pick up a document deposited at the post office during the storage period.
- If damage occurs to one of the parties in connection with the Individual Contract, then this is replaced to a limited extent. It applies that if one of the contracting parties is liable to compensate the other for damages due to a breach of a contractual or legal obligation, then the total amount of damages in connection with the Individual Contract will not exceed half of the amount corresponding to the purchase price (in the amount without VAT). At the same time, the contractual parties waive rights and damages due to sanctions applied by third parties against one of the contractual parties. Restrictions or the waiver of the right to compensation does not apply to damages caused intentionally.
- If these Terms of Sale, generally binding legal regulations or the Individual Agreement require the consent of one of the parties for a certain legal act or factual act, then this consent must be given in writing and in advance.
- Both contracting parties are entitled to suspend the fulfillment of obligations from the Individual Contract for the duration of circumstances excluding liability (hereinafter referred to as "force majeure"). For the purposes of these Terms of Sale, force majeure is considered :
- temporary or permanent extraordinary unforeseeable and insurmountable obstacle in the sense of § 2913 paragraph 2 NOZ,
- an obstacle arising as a result of the spread of epidemic diseases among the Seller's employees (hereinafter referred to as "Employees") and other persons with whom the Seller concludes any contract for the provision of performance, in connection with fulfilling the Seller's obligation to deliver the Goods according to the Individual Contract (hereinafter referred to as "Subcontractors"), as well as as a result of measures taken by public authorities to prevent the spread of epidemic diseases, incl. quarantine decision for Employees and Subcontractors, even in the case of the coronavirus disease COVID-19 (SARS-CoV-2),
- any circumstance on the part of the Subcontractor, as a result of which the Subcontractor does not fulfill its obligations to the Seller properly and on time, as a result of which the Seller is unable to fulfill the obligations of the Individual Contract towards the Customer.
- The contractual party affected by force majeure is obliged to notify the other contractual party of the fact that force majeure prevents it from fulfilling its obligations under this work contract within five working days from the day it becomes aware of it. In the notification of force majeure, the contracting party affected by force majeure shall state the circumstances establishing force majeure. If force majeure lasts longer than 60 days, any of the contracting parties has the right to withdraw from this work contract. It applies that the contracting party, which was prevented by force majeure from fulfilling its obligations under this work contract, is released from the obligation towards the other contracting party to compensate damages, as well as to pay contractual fines.
- The right to payment of a contractual penalty according to these Terms of Sale does not affect the seller's right to compensation for damages; the damage is compensated in full. If the basis for calculating the contractual penalty is the purchase price of the Goods, it applies that the amount incl. VAT, unless otherwise stated in specific cases from these Terms of Sale.
- In relation to the presentation of the Goods within the web interface with the "E-shop" application, this presentation is informative in nature, while it is not a proposal for the conclusion of a contract in the sense of § 1732 paragraph 2 NOZ.
Article VII
Privacy Policy
The seller processes the following personal data in relation to:
- to Buyers who are natural persons: first and last name, or business company, assigned identification number and tax identification number, registered office address, delivery address (invoice), if it is different from the registered office address, file number of the register file, if entered in the commercial register, e-mail address, telephone number , bank account, data mailbox identifier, if the Buyer has one set up;
- to representatives of the Buyers, if the Buyers are legal entities, and if these representatives act as statutory bodies or employees in the matter of Individual Contracts, while the personal data processed are: indication of the legal entity, for which representative is acting and for what reason, first and last name of the representative, telephone number, e-mail;
- to representatives of Buyers, if they act on behalf of Buyers in the matter of Individual Contracts due to a different type of representation than that specified under letter b) in this paragraph above, while the processed personal data of these representatives are the same as in the case of representatives with the type of representation according to letter b) in this paragraph.
- The seller processes the above personal data mainly for the purpose of:
- providing information about the availability or procurement of Goods in which the data subject expresses interest and/or processing an offer for the requested Goods,
- acceptance or confirmation of the proposal for the conclusion of an Individual Contract or the preparation and conclusion of an Individual Contract,
- the correct and timely provision of performance and the production of a document on the performance provided according to the Individual Contract,
- timely issuance and delivery of advance invoices and proper tax documents, through which the Seller calculates the price of performance,
- accounting for services provided, receivables and their payments, sending reminders and inventorying receivables and liabilities (debts),
- solving claims from defects (complaints),
- keeping records of executed orders and concluded contracts, incl. documentation related to them.
- The legal reason for the processing of personal data is in this case the fulfillment of the Individual Contract, which the Seller and the data subject, respectively with the Buyer, the represented data subject, will conclude, or for the implementation of measures taken before the conclusion of the Individual Contract at the request of the data subject, the fulfillment of the legal obligation that applies to the Seller, and the legitimate interest of the Seller.
- The buyer acknowledges the processing of personal data. In the details, the Seller refers to the information on the processing of personal data on the website.
Article VIII
Final Provisions
- Matters not regulated by these Terms of Sale are governed by the relevant provisions of generally binding legal regulations, especially the NOZ.
- If any provision of the Terms of Sale is invalid or ineffective, or becomes so, the invalid provision will be replaced by a provision whose meaning is as close as possible to the invalid provision. The invalidity or ineffectiveness of one provision does not affect the validity of other provisions of the Terms of Sale.
- These Terms of Sale come into effect on 1/1/2022
- The buyer confirms that he has familiarized himself with the text of the Terms of Sale and agrees that the reference to the Terms of Sale shall be determined by the content of the Individual Contracts (Purchase Contracts) with the subject of performance in the form of sale and purchase non-illuminated, illuminated and neon advertising equipment, incl. their parts and spare parts for them, or materials and components intended for their production, as well as materials and components intended for the production of various LED applications and digital printing equipment, sheet materials from PVC, PMMA, DEBOND aluminum composite sandwiches and ALU-BOND aluminum composite sandwiches for the construction industry