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Terms and Conditions

B2B Terms and Conditions - brief summary


Individual business cases/order between the supplier U.T.C., spol. s.r.o. and the B2B customer are solved on the basis of the valid contractual terms and conditions of both parties.


B2B Logistics Terms and Conditions - Czech Republic

  • The standard order cycle, observing the assigned delivery day, is a minimum of 3 working days from the ordering date, when on day A by 14:00 the order is sent via the B2B system of the supplier U.T.C. spol, s.r.o. and on day C it is delivered to the customer.
  • The customer is assigned a delivery date by the supplier, which is highlighted when placing the B2B order in the "Delivery date" field, step 3 of the order. This date is assigned according to the standard delivery address
  • any system deviations must be resolved by the customer with the sales representative or a competent person of the supplier (for example: change of the delivery address to another address, etc.).
  • the minimum value of the order/shipment is set at CZK 5,000 excluding VAT

***

Framework Purchase Contract - Terms and Conditions for the purchase of goods
in accordance with §2079 et seq. of Act No. 89/2012 Coll., Civil Code,

as amended

 

U.T.C., spol. s r.o.
IC: 43000550
VAT NUMBER: CZ43000550
Registered office Zděbradská 94, Jažlovice, 251 01 Říčany
Registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 4436
email: info@utc.cz
+420 271 028 111

acting ...Mr. David Mareš.....................

Bank account EUR €:
Česká spořitelna, a.s., account no.: 
IBAN: CZ53 0800 0000 0000 0138 9572
BIC: GIBACZPX

(hereinafter referred to as the "Seller")

 

a

 

...............................

ID: ......................

VAT NUMBER: ......................

with registered office / place of business: ................................

Registered in the Commercial Register maintained by the ............... court in ............... in section ....., insert ..............

.......................... acts on behalf of the company

bank account: ..................................

(hereinafter referred to as the "Buyer")

 

I.

Object of performance

  1. By the Purchase Agreement, the Seller undertakes to hand over to the Buyer the object of purchase and to allow the Buyer to acquire ownership of it, subject to the conditions of retention of title specified in Article II(7) of this Agreement. The Buyer undertakes to take possession of the object and to pay the Seller the purchase price (Article 2079(1) of the Civil Code), all under the conditions set out below.
  2. The Seller sells goods - an assortment of household goods (hereinafter referred to as the "Goods"). The offer will be made by way of visits by a sales representative. The offer is not limited in time.
  3. Deliveries of goods will be made on the basis of written, faxed or e-mailed orders from the Buyer. Each order must contain a complete list of goods (clearly defined range), quantity, delivery date, agreed price per unit, separately excluding and including VAT. The Seller shall confirm to the Buyer the contents of his order, specifying the type of goods in terms of price, quality, date and method of delivery, or specifying the type of goods, number of units, price, carriage, method and date of delivery. The Contract is concluded by the Seller's confirmation of acceptance of the order, which is sent by the Seller by e-mail to the Buyer's e-mail address (hereinafter referred to as the "Contract"). Acceptance of the offer by the Buyer with an amendment or deviation does not constitute acceptance of the offer and the Contract is not concluded. By the Contract, the Seller undertakes to deliver the goods which are the subject of the Contract to the Buyer and to enable the Buyer to acquire title to the goods, and the Buyer undertakes to accept the goods from the Seller and to pay the Seller the agreed price.
  4. The purchase price for the goods does not include transport, which is charged separately to the buyer. However, if the buyer makes a single order for goods with a value of at least 5.000, -CZK and this price of goods for this order is duly paid, the transport will be paid by the seller.

II.

Payment Terms

  1. The Buyer undertakes to pay the agreed purchase price of the goods according to the order form confirmed by the Seller. The purchase price is always stated in Czech crowns.
  2. The Buyer shall pay the purchase price to the Seller first for the first 3 orders in cash, subsequent orders upon receipt of the invoice due ................(tax document). The date of payment of the purchase price shall be the date of crediting the invoiced amount to the above mentioned account of the Seller.
  3. The Seller may require a deposit for the goods in advance, the Buyer must always be informed of this obligation before the conclusion of the contract (at the latest by confirming the order). An advance invoice will be issued to the Buyer for this advance payment. The goods may be paid for in instalments according to an agreed instalment plan, subject to agreement between the buyer and the seller.
  4. The Buyer is not entitled to unilaterally reduce the invoiced amount of the purchase price on the grounds of claims or previous claims, nor is the Buyer entitled to unilaterally set off the purchase price or any part thereof without the written consent of the Seller.
  5. In the event of delay in payment of the purchase price, the Seller shall be entitled to charge and the Buyer shall be entitled to pay a contractual penalty of 0.05% of the amount due for each day of delay until payment. The Seller's right to compensation for damages is not affected.
  6. If the purchase price is to be paid in cash, the buyer is obliged to do so at the latest upon receipt of the goods from the seller.
  7. The goods which are the subject of individual deliveries on the basis of the Buyer's orders remain the property of the Seller until payment of the purchase price, including any contractual penalty. Ownership of the goods shall pass to the Buyer only upon payment of the purchase price to the Seller, i.e. crediting the invoiced amount including any contractual penalty for the goods delivered to the Seller's account under this Agreement, or upon payment of the purchase price including penalties under this Agreement in cash. The risk of damage to the goods passes to the buyer on the day of acceptance of the goods.

III.

Deliveries and delivery dates

  1. The Seller undertakes to deliver the Goods in the agreed quantity, quality and workmanship and within the agreed time of performance. The seller shall be released from this obligation if he was unable to ensure compliance for objective reasons beyond his control. In such a case, however, the seller is obliged to inform the buyer of these uncontrollable circumstances and only with his consent is he entitled to fail to comply with the agreed performance conditions.
  2. If the seller delivers a larger quantity of goods than agreed, the purchase contract is concluded even for the excess quantity, unless the buyer has rejected it without undue delay.
  3. The place of delivery shall be the warehouse or business premises of the seller or a place designated by the seller.
  4. In the event that the Buyer does not take possession of the goods at the agreed time and place, the goods shall be stored at the Buyer's expense, which shall be charged a fee of 15,-CZK / pallet for each day of storage and the Buyer shall bear any risks associated therewith. However, if the Buyer fails to take delivery of the goods even after a reasonable period of time, but not later than 14 days from the original delivery date, the order shall be deemed cancelled by the Buyer and the Seller shall be entitled to sell the goods and the Buyer shall be obliged to pay a contractual penalty to the Seller in the amount of 15% of the purchase price of the goods sold, without prejudice to the compensation for damages.
  5. The Seller shall hand over the goods to the Buyer including all parts and accessories and documents relating to the goods. If it is not agreed how the goods are to be packaged, the seller shall package the goods in accordance with custom; if not, in a manner necessary for the preservation and protection of the goods. The seller shall provide the goods in the same manner for transport.
  6. The Seller reserves the right to suspend performance of orders in the event of failure to pay for previous deliveries by the agreed due date or other material breach of this contract. The Seller shall not be liable for any damages or losses incurred by the Buyer as a result of such suspension.
  7. The risk of damage to the goods shall pass to the Buyer at the time the Buyer accepts the goods from the Seller or the carrier. The risk of damage to the goods also passes to the buyer if he does not take possession of the goods, even though the seller has allowed him to handle them. Damage to the goods occurring after the risk of damage to the goods has passed to the buyer does not affect the buyer's obligation to pay the purchase price, unless the seller has caused the damage by breaching his obligation

 

IV.

Quality of goods and complaints

  1. The Seller guarantees that the goods delivered comply with the provisions of the currently applicable legislation, do not infringe the rights of third parties or are not encumbered by them and can be freely disposed of. The Seller undertakes that the quality of the goods supplied shall be suitable for the purpose for which they are normally used.
  2. The rights and obligations of the parties with regard to rights arising from defective performance are governed by the relevant generally binding provisions (in particular Sections 1914 to 1925, 2099 to 2117 and 2161 to 2174 of the Civil Code).
  3. The buyer is obliged to inspect the goods immediately upon receipt. If mechanical damage to the packaging of the product is detected, the buyer is obliged to inspect the condition of the goods in the presence of the seller's representative or the carrier and, in case of damage, to draw up a record of the damage to the consignment and have this fact confirmed by the seller's representative or the carrier. By signing the delivery note the buyer agrees to accept the goods and confirms that they are mechanically undamaged. Later claims caused by transport cannot be taken into account and will be rejected.
  4. The Seller shall not be liable for claims that exceed the amount charged for the goods.
  5. The Buyer is obliged to notify the Seller of the defect in the goods in a demonstrable manner without undue delay after discovering it, but no later than 5 days after discovering it, and to transport the goods at his own expense and risk to the Seller's address.
  6. For the purpose of assessing the seller's liability for defects, it is deemed that this is an insignificant breach of contract and the buyer is entitled to have the defect removed (by delivery of a new item or a missing item, removal of the defect by repairing the item) or a reasonable discount on the purchase price. The buyer may only choose between the above-mentioned rights if he makes the choice in his notification of defects when making the claim or within 24 hours after the notification. The Buyer may not change the choice so made without the Seller's consent.
  7. The Seller shall assess the claimed defect and decide on the validity of the claim and whether it is a material or immaterial breach of contract. The Seller and the Buyer shall draw up a complaint report on the claim, in which the Seller shall specify the description of the claimed defect, the manner and date of settlement of the claim.
  8. The Seller shall decide on the manner of settlement of the claim taking into account the nature of the goods and the type of defect. The deadline for the settlement of the claim shall be appropriate to the type of defect and the possibilities of its elimination, according to the seller's possibilities. The reasonable time limit for the removal of defects by repair is 30 calendar days, in justified cases the reasonable time limit may be set differently by the seller. The Buyer shall be informed of the settlement of the complaint by e-mail.
  9. The Buyer may withdraw from the contract only if the Seller fails to remedy the defects within the agreed period and the Buyer notifies the Seller of his intention to withdraw from the contract when setting an additional reasonable period for remedying the defect or within a reasonable period before withdrawing from the contract.
  10. The Buyer is obliged to take delivery of the claimed goods within 10 days from the date on which the claim has been settled, after which time the Seller is entitled to use the procedure under Article III, paragraph 4 of this contract.

V.

Withdrawal from the contract

  1. The Buyer shall be entitled to withdraw from the Contract if the Seller is in default of delivery of the Goods for more than 21 days and in accordance with Article IV.10 of this Contract.
  2. The Seller is entitled to withdraw from the contract in cases where: (I) the Buyer fails to pay the advance payment for the price of the goods in the agreed amount, (II.) in the event of a delay in payment of the price for the goods of more than 30 days, (III.) in the event of non-acceptance of the goods by the Buyer within the agreed period, (IV.) until the time of acceptance of the goods by the Buyer, in which case the Buyer shall refund the purchase price for the goods without undue delay, in cashless form to the account designated by the Buyer. If circumstances of force majeure prevent the Seller from fulfilling the agreed obligation, the Seller shall have the right to extend the delivery date or withdraw from the contract accordingly. In such cases, the seller shall not be liable for any damages incurred.
  3. In the event that the Seller withdraws from the contract after the goods have been delivered to the Buyer and the Buyer has not returned the goods to the Seller in an intact condition, the Buyer shall be obliged to compensate in particular for the costs related to the restoration of the goods to their original condition and the damage to the goods. The reimbursement of these costs and damages shall be made by reducing the price for the goods in the event of withdrawal by these costs, damages and any contractual penalty accordingly and the remaining part of the price paid shall then be refunded to the buyer, no later than 30 days after the seller has withdrawn from the contract and the buyer has returned the goods to the seller.
  4. The Seller shall be entitled to unilaterally set off the claim for payment for damage to the goods against the Buyer's claim for reimbursement of the purchase price.
  5. The payment of the contractual penalties shall not affect the claim for damages. In the event that the contractual penalty is reduced by the court, the right to compensation shall remain without any further limitation to the extent that the damage exceeds the amount determined by the court to be reasonable.

 

VI.

General and final provisions

  1. For the avoidance of doubt, the parties expressly confirm that they are entrepreneurs, that they enter into this contract in the course of their business, and therefore the provisions of § 1793 of the Civil Code (disproportionate abridgement) and § 1796 of the Civil Code do not apply to this contract.
  2. Rights arising from this Agreement may not be assigned without the prior written consent of the other party.
  3. The contracting parties have agreed that the rules contained in §1765 paragraph 1 and §1766 of Act No. 89/2012 Coll., Civil Code will not apply to the contractual terms and conditions agreed upon by them, which means, among other things, that if there is a change in circumstances so significant that the change establishes a particularly gross disproportion in the rights and obligations of the parties by disadvantaging one of them either by a disproportionate increase in the costs of performance or by a disproportionate decrease in the value of the object of performance, the affected party does not have the right to demand from the other party that negotiations on the contract be resumed.
  4. The parties shall deliver all written communications by mail to the last known address provided by the other party as the address for delivery of documents. If the other party refuses to accept the shipment, or if the delivery is unsuccessful for another reason, this shipment is considered delivered on the 3rd working day after sending the shipment, unless otherwise expressly agreed in writing for a specific case. In the event of a change of delivery address, the other party is obliged to notify this fact in writing immediately. The new address is effective for the other party at the moment when the new data is duly notified.
  5. The buyer waives the right to demand the cancellation of the obligation from this contract according to § 2000 paragraph 2 of the Civil Code.
  6. The contracting parties do not wish that, beyond the scope of the express provisions of this contract, any rights and obligations should be derived from past or future practice established between the parties or customs observed in general or in the industry related to the subject of performance of this contract, unless expressly agreed otherwise in the contract.
  7. The parties have communicated all factual and legal circumstances of which they knew or should have known on the date of signing this contract, and which are relevant in relation to the conclusion of this contract. Except for the assurances provided by the parties in this Agreement, neither party shall have any other rights or obligations in connection with any facts that come to light and of which the other party did not provide information during the negotiation of this Agreement. The exception will be cases where the party in question intentionally misled the other party regarding the subject of this contract.
  8. By signing this contract and sending an order for goods, the personal data of the buyer specified in the order, namely name, address, telephone number, and email address, are processed. These data are primarily used to facilitate the buyer's orders in the future. The seller, as the administrator, processes the personal data of the buyer specified in the web form and orders for the duration of this contract, while this data is necessary for the fulfillment of this contract, according to Article 6 of Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons in connection with the processing of personal data and on the free movement of such data and on the repeal of Directive 95/46/EC (general regulation on the protection of personal data). The buyer has the right to access his personal data and the right to correct incorrect or out-of-date personal data. Personal data is processed manually by the seller, as the administrator of personal data. The seller has the right to be informed which specific personal data are being processed about him and to what extent. Based on the request, the seller is obliged to prove that the processing of the provided personal data takes place for the stated purpose, and if the client believes that the seller is processing his personal data illegally, he can request an explanation and correction from the seller, including, but not limited to, additions, corrections or disposal of personal data. The buyer is aware that he can file an objection to the processing of personal data with the administrator at any time and a complaint to the supervisory authority. The e-mail address of the seller for exercising the above rights is: gdpr@utc.cz.
  9. This contract can only be changed by written agreement of both contracting parties. The response of a party to this contract, according to § 1740, paragraph 3 of the Civil Code, with an amendment or deviation, is not an acceptance of an offer to conclude this contract, even if it does not substantially change the terms of the offer.
  10. The seller and the buyer declare that they enter into this contract out of their serious and free will, not under duress or under conspicuously disadvantageous conditions. This contract becomes effective upon its signature by the last party. This contract contains a complete agreement on the subject of the contract and all the details that the parties had and wanted to negotiate in the contract, and which they consider important for the binding nature of this contract. No representation made by the parties in negotiating this Agreement other than by a written addendum to this Agreement shall be legally binding.
  11. The contracting parties expressly confirm that the basic terms of this contract are the result of the parties' negotiations and that each of the parties had the opportunity to influence the content of the basic terms of this contract
  12. The seller and the buyer declare that they have read this agreement and agree with its content, which is confirmed by the authorized representatives of the seller and the buyer with their handwritten signatures, while these persons also declare that they are the persons authorized to sign this agreement.

 

 

On ……............… on  …….........……                           On …………………… on ………………………………

 

 

 

…………………………….                                       …………………………….

buyer                                                                        seller

 

I hereby give my consent in accordance with the applicable data protection legislation to the processing of personal data by the company and I agree to the processing of personal data for marketing purposes and for the purpose of sending commercial offers and communications. The processed data for the stated purposes will be the e-mail address. I agree that the administrator will process my personal data for the above purposes for a period of 5 years. They state that I have been advised of my rights under applicable law, including the right to access personal data and the right to correct incorrect or out-of-date personal data. The administrator does not transfer personal data to third parties, with the exception of the administrator's contractual partners providing the administrator with services necessary for its activities. Personal data is processed manually by the administrator.

Consent to the processing of personal data is given freely, knowingly and informed and is granted for the above purposes. I have the right to be informed which specific personal data are being processed about me and to what extent; based on the request, the administrator is obliged to prove that the processing of the provided personal data is carried out for the stated purpose and if I believe that the administrator is processing my personal data unlawfully, I can request an explanation and correction from the administrator, including but not limited to the addition, correction or disposal of personal data . I am aware that I can file an objection to the processing of personal data with the administrator at any time and a complaint to the supervisory authority.The granted consent can be revoked at any time by sending a written request to the address of the administrator's seat or to his e-mail address.The e-mail address of the Administrator for the aforementioned exercise of the above-mentioned rights is: gdrp@utc.cz.

 

 

 

………………………………..

buyer