Terms and Conditions of ITS Joint Stock Company
1.1 In accordance with Section 1751 of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the "Civil Code"), these Terms and Conditions determine part of the content of all contracts (including oral contracts) concluded by ITS Joint Stock Company, identification number: 148 89 811, with registered office: Prague 3, Vinohradská 184, registered in the Commercial Register maintained by the Municipal Court in Prague, Section B, Insert 431 (hereinafter referred to as the "Seller") with its business partners (hereinafter referred to as the "Purchaser") who purchase - take goods from ITS akciová společnost from its current assortment (hereinafter referred to as the "Goods").
1.2 For the avoidance of doubt, any contract of sale as well as any other contract concluded between the Seller and the Buyer for the supply of goods (hereinafter referred to as the "Contract") shall include these Terms and Conditions to the extent that no deviation from the contents of these Terms and Conditions is agreed under the express provisions of the Contract. By entering into the Contract, the Buyer agrees to these Terms and Conditions and expressly accepts them. By entering into the Contract, the Buyer confirms that he has read and understood the wording of these Terms and Conditions and that he does not consider any of their provisions to be such that he could not reasonably have expected. The Seller shall deliver the Goods to the place of performance and allow the Buyer to acquire title to them. The Buyer shall take delivery of the Goods, inspect and acquaint himself with their condition at the time of delivery and pay the Seller the purchase price of the Goods. The buyer is obliged to take delivery of the goods even if only a part of them is delivered.
1.3 Any deviation from these Terms and Conditions requires the written agreement of the Seller and the Buyer. Deviating provisions given by contract shall prevail over the wording of these Terms and Conditions.
1.4 Unless otherwise agreed in writing by the parties, no other terms and conditions of the Purchasers, even if stated on their own forms or other documents, shall be binding on the Seller ITS Joint Stock Company; the Purchaser's terms and conditions are expressly excluded.
1.5 The buyer is a consumer or an entrepreneur.
A consumer within the meaning of Section 419 of the Civil Code is any person who, outside the scope of his business activity or outside the scope of his independent exercise of his profession, concludes a contract with an entrepreneur or otherwise deals with him.
An entrepreneur within the meaning of Section 420 of the Civil Code is a person who independently carries out a gainful activity on his own account and responsibility by means of a trade or similar activity with the intention of doing so on a regular basis for the purpose of making a profit. For the purposes of consumer protection, any person who enters into contracts in connection with his or her own business, manufacturing or similar activity or in the course of the independent exercise of his or her profession, or a person who acts in the name of or on behalf of an entrepreneur, shall also be regarded as an entrepreneur.
These terms and conditions are without prejudice to the rights of the consumer, which are provided for by the applicable legislation.
1.6 Any presentation of the goods placed
(i) on the Seller's website as well as
(ii) in the Seller's documentary materials, including advertising manuals, brochures, advertising leaflets, etc.
is of an informative nature, does not constitute (i) an offer, (ii) a proposal for the conclusion of a contract or (iii) any other legal action aimed at the conclusion of a contract and the Seller is not obliged to conclude a purchase contract in respect of these goods. Section 1732(2) of the Civil Code is expressly excluded.
1.7 Silence, oral agreements or implied consents within the meaning of the Civil Code, as manifestations leading to the conclusion of a partial or any agreement, are excluded.
Article 2. Prices and Offers
2.1 All prices are contractual. Prices are exclusive of VAT and do not include shipping, packaging and installation costs, unless expressly stated otherwise. The Seller is entitled to charge VAT at the statutory rate.
2.2 Section 2108 of the Civil Code shall not apply.
2.3 The Buyer's order must be sufficiently specified (i.e. it must contain the elements of the order according to the offer), must be in writing in the cases stipulated by these Terms and Conditions and must be made by an authorized person. The Buyer's response to the offer (order), which does not substantially change the terms of the offer, cannot lead to the conclusion of the contract, except if the Seller confirms such order. The Seller's offer shall not become binding except upon acceptance by the Buyer of the entire contents of the offer without any changes, additions or deviations.
2.4 The Seller shall make a specific non-binding and revocable price offer as soon as possible after receiving a specific request from the Buyer. The price stated in the offer is guaranteed to the Buyer for the period stated in the offer, unless otherwise stated. The Buyer is obliged to confirm the Seller's specific quotation in writing by the handwritten signature of a person authorised to act for the Buyer and to deliver the specific quotation so confirmed to the Seller; an electronic form of confirmation of the quotation ("e-mail order") is permissible by prior written agreement of the parties. By confirming a specific quotation, the Buyer agrees to the prices set out in such specific quotation of the Seller. The Seller's specific price offer, as confirmed by the Buyer, shall then be binding on all orders placed by the Buyer for the goods referred to in such specific price offer and delivered by the Seller during the period of effectiveness of such specific price offer.
2.5 The Seller shall be entitled to adjust the prices of the goods in comparison with the prices stated in the offer, even just before delivery, in the event of changes in the exchange rate exceeding 3%, customs duties or taxes according to the applicable legislation. However, the Seller must notify the Buyer of such changes. The Buyer shall then be obliged to pay the Seller the price of the Goods, if any, so changed.
2.6 Ownership of the goods passes to the buyer at the moment of full payment of the purchase price to the seller.
Article 3. Discounts and sales promotions
3.1 All discounts, if any, shall be specified by the Seller in the specific offer. No other discounts or rebates shall apply to discounts or rebates that are stated in the specific offer, unless expressly stated otherwise. Sales promotions published on the Seller's website are not subject to additional discounts, rebates and bonuses, etc., unless expressly stated otherwise.
Article 4. Orders
4.1 The Buyer shall order goods from the Seller on the basis of a written order; if so agreed in writing by the parties, the Buyer may also send orders by e-mail. Orders are always binding on the Buyer. The contract is concluded upon confirmation of the order by the Seller. The Seller is entitled to refuse the order.
4.2 Orders for goods that are not in standard stock or orders for a larger quantity of goods than the standard stock, the buyer is always obliged to make in writing well in advance of the required delivery date, always according to the current delivery dates of the seller. Written orders of this kind shall either be confirmed in writing by the Seller with an indication of the delivery date or rejected in writing. Other orders may be made by e-mail, if the agreement of the parties so permits.
Article 5. Delivery and dispatch
5.1 Unless otherwise agreed in writing by the parties, the place of performance for delivery of the goods and payment is Prague, the Seller's registered office.
5.2 Unless otherwise expressly agreed by the parties, the forwarding shall be carried out at the account and risk of the Buyer, in the manner customary for the Seller. The Seller's obligation to deliver the ordered goods to the Buyer is fulfilled at the moment when the Seller allows the Buyer to dispose of the goods in the Seller's warehouse at Vinohradská 184, Prague 3 at the agreed time of performance or at a time notified by the Seller to the Buyer, unless otherwise expressly agreed between the Buyer and the Seller.
5.3 The Buyer shall be obliged to pay all costs incurred for the goods dispatched by express if the Buyer has requested express dispatch of the goods. The Seller shall notify the Buyer of this fact in advance.
5.4 The Buyer is obliged to carry out a proper and complete inspection of the delivered goods for any defects and completeness of delivery with due professional care upon receipt of the goods. The Buyer shall confirm to the Seller the defect-free nature of the goods delivered by signing the Seller's delivery note.
5.5 The risk of damage to the goods passes to the buyer at the moment of handing over the object of purchase or at the moment when the object of purchase is handed over to the first carrier for transport for the buyer, whichever occurs first. The risk of damage to the goods also passes to the buyer if the seller fails to provide the buyer with the necessary documents, or fails to give instructions or provide other assistance agreed in the contract or required by the seller. Section 2125(2) of the Civil Code does not apply to the contractual relationship.
5.6 Events of force majeure (i.e. extraordinary unforeseeable and insurmountable obstacles arising independently of the will of the Seller, such as in particular natural disasters, strikes, etc.) shall relieve the Seller of its obligations under the delivery for the duration of the obstacle, without the Seller being in breach of a contractual obligation and without the Buyer being entitled to compensation for damages.
5.7 In the event of a breach of the Buyer's contractual obligations, the Seller has the right to withhold the delivery of the ordered goods until the Buyer agrees on a remedy.
5.8 Failure of the Buyer to take delivery of the ordered goods in due and timely manner shall constitute a breach of contractual obligation on the part of the Buyer. In the event that the Buyer fails to cooperate with the handover of the object of purchase (cooperation in taking over) or fails to take over the goods in accordance with the contract, the Buyer shall always be obliged to reimburse the Seller for all costs, in particular the costs in connection with the dispatch and delivery of the object of purchase, as well as all damages caused by the breach of this obligation, including lost profits and all consequential and indirect damages. For the avoidance of doubt, failure to acknowledge the delivery note shall in no way imply that the goods have not been delivered and handed over.
5.9 The Buyer is obliged to provide the Seller with all required and necessary cooperation in connection with the performance of the Contract.
5.10. The Seller is entitled to deliver the goods to the Buyer even before the agreed delivery date and the Buyer is obliged to take over the goods in such a case; the provisions of § 2101 (1) sentence 2 and sentence 3 of the Civil Code do not apply to the contract.
Article 6. Claims and warranties
6.1 The Buyer is obliged to claim obvious defects in writing to the Seller immediately after delivery of the goods, but no later than within 5 working days of delivery, otherwise his claims against the Seller arising from obvious defects shall be extinguished. Hidden defects in the goods shall be claimed in writing by the Buyer from the Seller without delay, but not later than 5 working days from the date of their discovery, otherwise the Buyer's claims against the Seller shall be extinguished.
In addition to the cases stipulated by the applicable legal regulations, the seller's liability for defects in the goods is also excluded if the defect in the goods was caused by the fault or contributory fault of the buyer and/or a third party, in particular as a result of improper storage, improper handling, improper installation, inadequate maintenance or unprofessional repairs, adjustments, force majeure (i.e. extraordinary, unforeseeable and insurmountable obstacles arising independently of the Seller's will), improper or unprofessional use or use of the goods for a purpose other than the contractually stipulated purpose or due to natural wear and tear of the goods, or if the Buyer fails to provide the Seller with the necessary cooperation.
Defects in the goods are not a reason for the buyer to withdraw from the contract, unless the defects remain unremoved after 30 days from the delivery of the written notification of the buyer to the seller, or the seller has at least not initiated steps to remove them. Unless the parties agree otherwise, the seller shall acquire ownership of the replaced spare parts at the time of the replacement.
6.2 The Seller warrants the functional suitability of the goods for their usual purpose. The warranty period begins on the date of delivery of the goods and is set between 12 and 36 months (always depending on the type of product), with the specific length of the warranty period being specified in the delivery note of the relevant product. The buyer has no rights under the warranty if the defect is caused by an external event after the risk of damage to the goods has passed to the buyer.
6.3 The claim shall be disregarded if the Buyer has not complied with these Terms and Conditions, the instructions for use, the technical manual, the relevant standards or generally binding legal regulations as well as generally applicable rules for the use of the goods.
6.4 The warranty period starts from the date of the claim until the date when the Buyer took over the goods after the claim has been settled, or when the Buyer was obliged to take over the goods after the claim has been settled.
6.5 Exercise of rights from defects covered by warranty:
The warranty period of the respective product is always indicated by the Seller in the delivery note; rights from defects covered by warranty are governed by these Terms and Conditions. Warranty defect rights are exercised by the buyer with the seller. The Buyer shall be obliged to claim defects covered by the warranty in writing from the Seller immediately upon discovering them, otherwise his claims against the Seller shall be extinguished. The Buyer is obliged to present the delivery note when claiming warranty defects (claim). Without the submission of a duly completed delivery note or if the delivery note is submitted with illegible, transcribed or otherwise altered data or if the identification data on the goods is altered, removed or damaged, the claim cannot be accepted.
The warranty does not cover damage to the goods or deterioration of the defect caused by the use of the goods after the defect could have been detected.
6.6 Limitation and exclusion of warranty:
6.6.1. The warranty does not cover defects and damage to the goods resulting from:
a) the effect of fire, water, static electricity or surges in the electrical network, accident, wear and tear or mechanical damage, installation of components of another manufacturer.
b) improper handling of the goods, resp. any unprofessional interference with the goods performed by a person other than the Seller or the manufacturer's authorized service;
c) handling the goods in violation of the instructions for use, technical manual, technical standards or safety regulations in force in the Czech Republic, or at the place of installation of the goods. The instructions for use of the goods issued by the manufacturer shall be considered an integral part of the Instructions for Use;
d) use of the goods for a purpose other than that for which they are intended;
e) unprofessional installation, alteration or modification;
f) use of non-original spare parts, accessories or consumables;
g) improper or inadequate maintenance;
h) exposure to external influences;
i) use of the goods in excessively dusty, damp, dirty or smoky environments.
6.6.2. The guarantee does not cover the following facts which cannot be considered as a contradiction with the purchase contract within the meaning of § 2161 of the Civil Code:
(a) wear and tear of the goods or their parts caused by their normal use
(b) power overload or mechanical external damage, as well as any modification or change (intentional or accidental) of the parameters of the goods compared to the specification in the instructions for use, technical manual, if these have been made by a person other than the seller or the manufacturer's authorized service,
c) damage to the goods caused by a power surge or lightning strike,
d) discrepancy caused by other than normal use of the goods,
e) claims for the parameters of the goods, which are not specified in the Instructions for Use, Technical Manual or other commercial and technical documentation of the manufacturer or the Seller or binding technical standards,
f) alleged defects which the Buyer is unable to credibly demonstrate or otherwise substantiate when making a claim,
g) necessary service inspections and service interventions to the extent of user adjustment, cleaning or other intervention which, according to the Instructions for Use, Technical Manual, is listed among the activities provided by the Buyer in the normal course of use, respectively. normal maintenance of the goods
h) claims for parameters and characteristics of the goods stated in overview catalogues and promotional leaflets, in which the right to change parameters that may change the behaviour of the goods in an insignificant way is specifically reserved,
i) typographical errors and inaccuracies in overview catalogues or promotional leaflets.
6.7 In the event of a legitimate claim by the Buyer, the Seller has the right to unilaterally decide on the choice of a claim for defects in the goods (removal of defects by repair, delivery of new goods, reasonable discount). The Seller thus reserves the right to decide on the method of settlement of the claim at its discretion, unless otherwise provided by applicable law. If the warranty conditions are met, any defects subject to warranty will be dealt with by repair in priority. The Seller may always replace the defective goods instead of repairing them, unless this is unreasonable due to the nature of the defect, or replace the defective part (component) with a faultless one. In this case, the replaced goods or part (component) thereof shall become the property of the Seller. In the event of an irremediable defect in the goods or their component (part), the defective goods, unless this is unreasonable in view of the nature of the defect, or their defective component (part) shall be replaced with faultless goods. The scope of the Buyer's claims arising from defects subject to warranty is governed exclusively by these Terms and Conditions, any other claims of the Buyer are excluded. The provision of the warranty shall not affect any other rights of the Buyer which are related to the purchase of the goods under special legislation.
6.8 Technical data and labels for the use of the goods do not constitute a guarantee for the quality of the goods.
6.9.The Seller is not liable for defects in goods that have been used without prior checking by the Buyer whether they correspond to the order (hereinafter referred to as "delivery error"). If the Buyer discovers any delivery errors or differences from the order or the contract during the inspection of the goods, he is obliged to notify the Seller immediately in writing and prevent the use of the incorrectly delivered goods. In such a case, the Seller is obliged to immediately remedy the situation at his own expense. If the Buyer fails to notify the Seller immediately after taking delivery of the delivered goods of the defect in delivery, all goods ordered shall be deemed to have been duly delivered by the Seller in accordance with the contract. In such a case, the Seller shall not be liable for any defects in such goods on account of a defect in delivery.
6.10. The Buyer is always obliged to file a complaint with the Seller in writing.
6.11. The Seller is entitled to unilaterally set off any of its due and undue claims for the Buyer for payment of the purchase price or purchase prices for the delivered goods against any claim of the Buyer against the Seller arising from any claims arising from defects in the goods.
Article 7. Payment Terms
7.1 Unless otherwise agreed in writing, the price is payable before delivery of the goods to the Buyer, whereby payments to the Seller must be made by bank transfer, credit card or cash. In the case of payment by bank transfer, the Buyer's obligation to pay the Seller the price of the Goods shall be fulfilled at the moment the amount corresponding to the full amount of the price is credited to the Seller's account.
7.2 The Seller shall be entitled to apply any payment made by the Buyer to the payment of any of the Buyer's previously due obligations to the Seller, even if the Buyer determines which of its obligations to the Seller it is fulfilling.
7.3 If the Buyer fails to comply with the conditions set out in Article 7.1 of these Terms and Conditions, the Seller shall be entitled to refuse delivery of the Goods or suspend delivery of the Goods.
8.1 The Seller is entitled to withdraw from the contract for the reasons set out in the applicable legislation and also if the Buyer is in default with payment of the price of the goods for a period of more than 30 days. The Seller shall also be entitled to withdraw from the Purchase Contract if the Buyer is in default in the performance of its other obligations and duties arising from or related to the performance of the Contract and fails to negotiate a remedy even within 15 days of receipt of the Seller's written notice of such default with a request to negotiate a remedy; however, the Buyer's default in the performance of other obligations arising from the Purchase Contract may not last longer than 30 days, otherwise the Seller shall be entitled to withdraw from the Purchase Contract.
8.2.The Seller is also entitled to withdraw from the Contract if insolvency proceedings, enforcement proceedings or a petition for the issuance of any decision is initiated against the Buyer, or if a decision is issued directly that restricts the Buyer's authority to dispose of its property, restricts the Buyer's business activities or restricts or prevents the Buyer from fulfilling its financial obligations.
8.3 The termination of the contract does not affect the financial obligations of the Purchaser already incurred. Termination of the contract in any manner provided for by law or contract shall not affect in particular the validity and effectiveness of any obligations stipulating the Buyer's obligation to pay the purchase price or part thereof, related fees and costs (including freight, packing, etc.), interest on late payment, damages, contractual penalties and any sanctions.
8.4 The Seller shall only be liable for actual damage caused to the Buyer by proven and culpable breach of its obligations; the Seller shall not be liable for indirect damage or lost profits. If the actual damage is based on the creation of a debt, the buyer has no rights, in particular the buyer has no right to be released from the debt by the seller or to be compensated. In cases of dispute, the buyer is obliged to prove the seller's fault. The seller's liability for damages is limited by agreement of the parties to a maximum amount corresponding to 100% of the price of the delivered tangible goods (hardware) excluding VAT for the entire duration of the contract. In no event shall the Seller be liable for consequential damages. The Buyer shall not be entitled to make any claims against the Seller arising from loss of production, loss of profit, loss of business contacts, consequential or indirect damages or losses of any kind (including any damages from loss of business profits, loss of turnover, business interruption, loss of credibility, damage to reputation, loss of business information or any other financial loss or damage, etc.).
8.5 The second sentence of Section 1764, Section 1765 and Section 1766 of the Civil Code shall not apply to the contract.
8.6 Sections 1799 and 1800 of the Civil Code shall not apply to the contract.
8.7 These Terms and Conditions are governed by the laws of the Czech Republic.
8.8 These Terms and Conditions come into effect on 1 August 2014 and replace the previous Terms and Conditions in their entirety.