SMALT BRNO, spol. s r.o. GENERAL TERMS AND CONDITIONS
valid from 1 January 2018
1. Performance of the Seller
The Seller, SMALT BRNO, spol. s r.o., Company Registration No.: 60747170, with its registered office at 410/60, Veveří, 602 00 Brno, incorporated in the Commercial Register maintained by the Regional Court in Brno under File No. C 18914, shall sell the Buyer enamelled or metal sheet signs or other goods from printed metal sheets (hereinafter referred to as the “Goods”).
2. Making of the Goods
Having received an order and data for printing, the Seller shall e-mail the Buyer the 3D graphical simulation including possible areas to be pressed. Upon request, the Seller may sell the Buyer a neutral hard proof on paper, the so called cromalin. Such sample shall be deemed approved, unless the Buyer shall object to it in writing within seven days of the delivery of the sample, whereby such objection must be delivered to the Seller within the due period. The Buyer shall acknowledge that the final product (the Goods) is in terms of colours dependent on the production conditions, material and printing technology and it may differ from the sample (master) no more than + or – 10%.
3. Written Form
If a contract is concluded by an authorised agent of the Seller other than the Seller’s statutory representative, such agent shall not be allowed to orally conclude ancillary arrangements and repeal these written provisions. Special agreements concluded by such agent of the Seller shall only be effective if they are included in the contract in writing. All arrangements contradicting this provision are ineffective. Unless proven otherwise, it shall be assumed that the person acting on behalf of the Seller is at all times authorised to do so.
4. Complaints about Defects
The right to complain may only relate to such defects which are the Seller’s liability. Colour differences not exceeding + or – 10% shall be deemed to have been agreed unless, within seven days of the delivery of the soft and hard proof sample by the Seller, the Buyer raises an objection and delivers it to the Seller in due time. All complaints about defects must be made in writing and sent to the Seller’s address at Údolní 410/60, Veveří, 602 00 Brno, or by e-mail at smalt@smalt.cz. No claims arising from the liability for defects may be made before a written notification of defects is delivered to the Seller. If the Buyer successfully asserts a claim based on defects of the subject of the work, they shall be obliged to enable the Seller to:
repair or make replacement Goods and exchange them for the defected Goods at the Seller’s costs if the nature of the subject of the work (Goods) makes it possible, effective and financially profitable; if a contract is materially breached, the Buyer shall have the right to the supply of the missing item, a reasonable discount from the purchase price or a withdrawal from the contract; if a contract is immaterially breached, the Buyer shall have the right to removal of the defect or to a reasonable discount from the purchase price. The Seller shall be obliged to remove the defects in a reasonable additional period of time.
The quantity of the Goods shall be agreed pursuant to the provision of Section 2098 of the Civil Code, whereby the Seller shall be entitled to determine the exact quantity of the Goods to be made and handed over. The difference between the quantity of the Goods specified in the contract and the quantity of the Goods actually made and handed over may not exceed + or – 10% of the quantity specified in the contract. Deviations from the quantity agreed in the contract which are within this range shall be deemed to be proper performance in accordance with the contract. The Buyer shall be obliged to take over and pay for the actually made Goods provided such Goods meet the conditions specified in the contract. The final total price of the work shall be determined on the basis of the actual quantity of the Goods supplied.
In order to avoid disputes about the origin of our Goods, and also because of mandatory regulations, in particular Act No. 634/1992 Coll., on the Protection of Consumers, and Directive 85/374/EEC, on Liability for Defective Products, the Goods produced by us are marked with basic data about the manufacturer. If the Buyer expressly requires that the Goods be supplied without such marking, our liability for damage caused by the defect of a product shall be excluded as it may not be unambiguously determined as Goods supplied by us.
5. Delivery Period
The regular delivery period of the Seller is 8 weeks for enamelled signs and 6 weeks for metal sheet signs. This period may only be shortened or extended in individual cases on the basis of a written agreement between the contracting parties. The condition for the making of signs are flawless print masters, proofs, or possibly other production and graphic materials to be used by the Seller in order to create a graphic 3D simulation. As soon as the Buyer approves it to the Seller, the regular delivery period shall start running.
The condition of the delivery period shall be deemed as satisfied if the Goods are handed over to the Buyer or to the first carrier or if the Seller notifies the Buyer in writing of the preparedness of the Goods to be handed over or dispatched within such period. Partial supplies are admissible. The delivery period shall be extended by a reasonable time period without any special written agreement if there have been such circumstances which exclude the liability of the Seller, that is occurrence of an obstacle beyond the control of the Seller preventing them from performing their duties, if it cannot be reasonably expected that the Seller will turn away or overcome the obstacle, and further, that they could have foreseen the obstacle at the time of entering into the commitment (the so-called force majeure). Examples of such obstacles include, for instance, natural disasters or human acts – a strike within a subcontracting subject, civil unrest, military actions, terrorist attacks, regulatory or other measures taken by government, state authorities or institutions, embargo, blockade or other import and export restrictions, maritime accidents or other similar events.
6. Passage of Risk of Damage to a Thing
The risk of damage to the Goods shall pass to the Buyer at the moment of taking over the Goods by the Buyer or the first carrier, which also applies when the Seller performs partial supplies or simultaneously executes other performances, and also when the Goods transport costs are borne by the Seller. The Buyer shall be obliged to take over the supplied Goods even if they evince minor defects not hindering their use. This is without prejudice to any rights arising from defective performance.
7. Reservation of Possessory Title
The Seller reserves the title to all the Goods until the full payment of their price under the concluded contract is made. If the Buyer acts in contradiction with the contract, especially when they are in default with the payment of the Goods, the Seller shall be entitled, after a previous notification, to request that the Buyer return the supplied Goods. The Buyer shall be obliged to return the unpaid Goods to the Seller within 30 days of the delivery of the notification in question, whereby in the case of a dispute about the determination of the delivery day it shall be deemed that the notification was delivered at latest on the third day after it was dispatched. If it can be demonstrated that the Buyer has not done so, they shall be obliged to pay a contractual penalty specially agreed for this purpose amounting to double the price of the supplied Goods unless agreed otherwise in writing by the contracting parties. This contractual penalty may be substantially reduced, or possibly completely waived, if the Buyer demonstrably mediates the Sellers opportunity to conclude another sales contract for the Sellers Goods with another buyer, in particular with an end client of the original Buyer (in particular with advertising campaigns clients, etc.). Exercise of the possessory title, takeover of the unpaid Goods by the Seller and exercise of the retention right to the Goods by the Seller shall not be deemed as a withdrawal from the contract. The Buyer shall not pledge the Goods or use them for security purposes or handle them in a similar manner. If the transferred and unpaid Goods are pledged, subject to judgment execution or their handling is restricted in another manner, the Buyer shall immediately notify the Seller of such event in a demonstrably written form.
8. Maturity
Unless agreed otherwise, the Seller shall issue a tax document for the Buyer within 15 days of the day when the Goods are handed over to the Buyer or the first carrier. The price of the Goods is due within 30 days of the day when the tax document is issued for the Buyer, unless agreed otherwise. In the event of default in payment of the agreed price or its part (the decisive factor is the day when the money was credited to the Seller’s account) the Buyer shall pay the Seller the contractual penalty amounting to 0,5% of the price of the Goods for each day of default, furthermore, the Seller is, regardless of any other rights or remedies being at their disposal, entitled to refuse to perform the contract.
9. Place of Performance
The place of performance is Brno, unless otherwise agreed.
10. Applicable Law
It is agreed that the governing law is the Czech law. Where a contractual relationship between the Seller and the Buyer is part of the business activities of the Buyer and the Buyer is an entrepreneur, all disputes possibly arising from such relationship shall be settled at the court with territorial jurisdiction – the Municipal Court in Brno, unless valid Czech legal regulations imply another court with exclusive jurisdiction. The competent institution for amicable settlement of consumer disputes arising from a contract between the Seller and the Buyer is the Czech Trade Inspection Authority, www.coi.cz (Štěpánská 567/15, 120 00 Prague 2).
11. Personal Data Protection
The Seller shall inform the Buyer that the Seller, as the Data Controller, processes in accordance with the Act on the Protection of Personal Data (No. 101/2000 Coll.), or (with effect from 25 May 2018) according to the Regulation of the European Parliament and of the Council (EU) 2016/679 of 27 April 2016, on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and on abrogation of Directive 95/46/EC (the General personal data protection regulation) the personal data of the Buyer (or, if the Buyer is a legal entity, the personal data of natural persons authorised to negotiate with the Seller on behalf of the Buyer in relation to a sales contract), in order to perform obligations arising from such contract, in the scope and for the time necessary for the given purpose, all this in accordance with the valid legal regulations. The contact person of the Seller as the Data Controller is Pavlína Samcová. The provision of personal data by the Buyer is a prerequisite making it possible for the Seller to perform this contract and abide by the legal regulations, and as such this provision is necessary. The Buyer shall be entitled to ask the Seller for free access to their personal data, a copy of it, rectification/supplement or erasure of it, or for restriction of its processing, and further, to raise an objection to its processing and profiling, and may also exercise their right to data portability or to lodge a complaint with the supervisory body (Office for Personal Data Protection) as well as the right to be notified of a violation of personal data security.
These General Terms and Conditions are an integral part of a relevant sales contract.