Terms and Conditions of Westercom s.r.o.
Company: Westercom s.r.o.
Headquarters: Na okraji 335/42, Veleslavín, 162 00 Praha 6
TIN No.: CZ03591689
the company is registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 234252
Contact: Ing. Jiří Brusch
bank account: bank account at KB a.s. No. 107-8953830237/0100
I. Introductory Provisions
1. These terms and conditions (the "Terms and Conditions") of Westercom Ltd, IČO: 03591689, with registered office at Na okraji 335/42, Veleslavín, 162 00 Praha 6, registered in the Commercial Register kept by the Municipal Court in Prague, Section C, Insert 234252 (hereinafter also referred to as "Seller"), regulate the mutual rights and obligations of the parties arising under the purchase contract concluded between the Seller and the Buyer (hereinafter also referred to as "Buyer"), or the rights and obligations arising in connection with the said purchase contract.
2. The provisions of the Terms and Conditions are an integral part of the Purchase Contract. The Purchase Contract and the Terms and Conditions are drawn up in the Czech language. Relationships not regulated by these Terms and Conditions are governed by Act No. 89/2012 Coll., the Civil Code, as amended.
3. By concluding the Purchase Agreement, the Buyer confirms that he/she has read these Terms and Conditions and that he/she agrees to them. The Buyer also confirms that he/she has been sufficiently notified of these Terms and Conditions prior to the actual conclusion of the Purchase Agreement and has thus had the opportunity to become familiar with them.
4. Provisions deviating from the Terms and Conditions may be agreed in a purchase contract concluded in writing. Deviating provisions contained in such a purchase contract (in the Order Confirmation) shall prevail over the provisions of these Terms and Conditions.
5. In interpreting these Terms and Conditions, the following terms shall be construed as follows:
"CPL" - means Act No. 89/2012 Coll., the Civil Code, as amended.
"Seller" - is a person who, in concluding and performing a contract, acts within the scope of his trade or other business activity.
"Buyer" - is the customer of the Seller with whom the purchase contract is concluded.
"Goods" - the new sub-movables which are the subject of the sale between the Seller and the Buyer and are specified in the Order Confirmation. These are industrial communication components used, for example, for the transmission of data in an industrial environment. The goods require specialist handling, even when simply handled.
II. Subject of the contract, order and conclusion of the contract
1. The subject matter of this contract is the transfer of title to the individual movable items specified in the Order Confirmation (hereinafter referred to as the "Subject of Purchase").
2. The Seller hereby sells and the Buyer hereby purchases the aforementioned Purchase Item and accepts possession thereof for the purchase price agreed below.
3. The parties have agreed to reserve the right of ownership. Title to the Goods shall be transferred to the Buyer only upon full payment of the Purchase Price to the Seller's account and acceptance of the Goods by the Buyer.
4. The Buyer's order for the Goods (the "Order") shall be the basis for the conclusion of the Purchase Contract.
5. The Order contains in particular the Buyer's identification data, his billing address, contact person, the chosen method of delivery of the goods, the quantity and type specification of the goods. The order can be sent to the Seller at the address of the company's registered office (hereinafter referred to as the "contact address") via a postal service carrier, via e-mail to the e-mail address email@example.com, or it can be made by telephone to the Seller's representative.
6. After placing an Order, the Buyer will receive a generated summary of the contents of the Order and the payment and delivery terms, via email (hereinafter referred to as the "Order Confirmation").
7. The Seller is not obliged to confirm the Order received. An unconfirmed Order is not binding on the Seller.
8. The conclusion of the Purchase Contract occurs only at the moment of receipt of the Buyer's acceptance of the Order Confirmation by the Seller, via email communication. In the event that the Seller does not receive acceptance of the Order Confirmation, the Purchase Contract shall be concluded upon full payment of the purchase price of the Goods or acceptance of the Goods, whichever is earlier.
9. In the event that the Buyer places an Order by telephone, the procedure for the conclusion of the Contract set out in this clause shall be similar.
III. Purchase price of the goods and terms of payment
1. The purchase price of the Goods (hereinafter referred to as the "Purchase Price") is agreed between the parties in the Order Confirmation. The Buyer shall bear the costs of delivery of the Goods to the Buyer, unless otherwise agreed between the parties.
2. The Seller shall issue an invoice - tax document in electronic form with a due date of 14 working days, unless otherwise stated on the invoice or agreed between the parties. If the Buyer so requests, the Seller will issue a tax document in paper form and send it to the Buyer via the postal licence holder.
3. The Buyer is obliged to return the tax document to the Seller within 7 calendar days after receipt of the invoice if it is issued in violation of the contractual terms or if it contains erroneous or incorrect data, indicating the reason for the return. The Seller shall either correct the tax document or cancel it and issue a new tax document. Issuing a corrected or new tax document does not change the original due date.
4. The Buyer shall pay the agreed Purchase Price by wire transfer or cash deposit to the Seller's account specified in these Terms and Conditions or on the Tax Document. The Buyer is obliged to pay the Purchase Price together with the variable payment symbol indicated on the tax document received. The Buyer's obligation to pay the Purchase Price is fulfilled in the case of non-cash payment or cash deposit at the moment of crediting the relevant amount to the Seller's account.
5. The Purchase Price is payable on the date specified in the Order Confirmation, and the method of payment of the Purchase Price is set out herein. At the latest, the Purchase Price is payable on the date specified in the invoice to be sent to the Buyer.
6. The installation of the Goods and commissioning are not part of the Purchase Contract or the Purchase Price, unless otherwise expressly agreed between the parties.
7. In the event of default by the Buyer in payment of the Purchase Price, the Seller shall be entitled to charge the Buyer default interest at the rate of 0.05% for each day of delay.
IV. Delivery Terms
1. The Goods may be given to the Buyer:</p
a) delivered for personal collection to the Seller's premises located at Prague, Na okraji 335/42, Veleslavín, 162 00 Prague 6. In this case, the Buyer or a person authorised by him must prove his authorisation to collect the Goods, or
b) deliver to the address specified by the Buyer in the Purchase Agreement where the Goods will be collected by the Buyer or a person authorised in writing by the Buyer. If the place of delivery is not agreed in the contract of sale, it shall be the registered office of the Buyer.
2. The chosen method of transport is specified in the Order Confirmation, whereby the Seller chooses to transport via a transport company with which it has an agreed contractual relationship, to which the Buyer agrees.
3. The Goods will be delivered to the Buyer within the time period specified in the Order Confirmation. The deadline may be changed by mutual agreement of the parties. The delivery deadline shall be deemed to have been met when the Goods are handed over to the first carrier for transportation.
4. If the Seller is obliged under the Purchase Contract to deliver the Goods to the place specified by the Buyer, the Buyer shall take delivery of the Goods on delivery. If, for reasons on the Buyer's side, it is necessary to deliver the goods repeatedly or to a different place than specified in the purchase contract, the Buyer is obliged to pay the costs associated with the repeated delivery of the goods.
5. In the event of refusal to accept the Goods delivered under the Purchase Contract for reasons other than legal reasons, the Seller shall be entitled to claim from the Buyer compensation for any damage caused to the Seller. In the event that the Buyer fails to collect the ordered goods at the place of delivery within 14 days from the date set as the delivery date, the Seller is entitled to withdraw from the Purchase Contract or cancel the Order.
6. In connection with the conclusion and performance of the Purchase Contract, the Seller and the Buyer undertake to comply with Act No. 69/2006 Coll., on the Implementation of International Sanctions, as amended, all related statutory and sub-statutory regulations, as well as the relevant regulations and measures of the European Union relating to international sanctions. In particular, the Seller shall be entitled to refuse delivery of the Goods to any change or territory subject to international sanctions, or for the benefit of an entity or person subject to international sanctions. The Buyer shall be under an obligation to ensure that the Goods are not further delivered to any state or territory subject to international sanctions or to deliver the Goods to any entity or person subject to international sanctions. Breach of this obligation by the Buyer shall be deemed a material breach of the Purchase Contract.
7. The transfer of risk of damage to the Goods occurs at the time of delivery and acceptance of the Goods by the Buyer.
V. Quality Warranty and Complaints Procedure
1. The Seller shall provide the Buyer with a guarantee of quality for a period of 12 months, unless otherwise stated on the Delivery Note for partial Goods. Then the warranty period stated on the Delivery Note shall apply. The warranty period for Westermo products is 60 months, unless otherwise stated on the Delivery Note for the sub Goods.
2. The warranty period begins upon receipt of the Goods by the Buyer.
3. The Seller shall deliver the Goods to the Buyer in the agreed quantity, quality and workmanship. If the quality and workmanship are not agreed, the Seller shall perform in a quality and workmanship suitable for the purpose evident from the contract of sale, otherwise customary for the purpose.
4. The Buyer has no rights under defective performance if it is a defect which he should have known with the exercise of ordinary care at the conclusion of the contract of sale.
5. The buyer is obliged to check the condition of the shipment (number of packages, intactness of the tape with the company logo, intactness of the box) together with the carrier immediately upon delivery of the goods according to the enclosed delivery note. The buyer is entitled to refuse to accept a shipment that does not conform to the purchase contract, on the grounds that the shipment is incomplete or damaged, for example. If the Buyer accepts such damaged shipment from the carrier, he is obliged to describe the damage in the carrier's handover report. The Seller must be informed immediately of the incomplete or damaged consignment.
6. The Buyer is further obliged to inspect the Goods as soon as possible after receipt and satisfy himself as to their characteristics and quantity. The Buyer is supplied with the Goods with instructions for use, which the Seller recommends to study. Otherwise, the Buyer runs the risk of damaging the Goods by improper use and will not be able to claim the defect under his right arising from defects in the goods or the guarantee for the quality of the goods.
7. If the Seller's defective performance is a material breach of the contract of sale, the Buyer shall have the right to:
a) to remedy the defect by supplying a new item without defect or by supplying a missing item;
b) to remedy the defect by repairing the item;
c) a reasonable discount on the purchase price; or
d) withdraw from the contract.
8. If the Seller's defective performance is an insubstantial breach of contract, the Buyer shall have the right to:</p
g) to remedy the defect, or
h) to a reasonable discount on the purchase price.
9. The Buyer is obliged to inform the Seller in writing what right he/she has chosen within the meaning of the preceding paragraph of the Terms and Conditions, upon notification of a defect in the Goods or without undue delay after notification of a defect in the Goods. The Buyer cannot change the choice made without the consent of the Seller.
10. The Seller does not warrant the full compatibility of the Goods sold and their components with other components not approved by the Seller, nor with software or other applications whose functionality was not expressly requested by the Buyer in the Purchase Agreement.
11. The Warranty does not cover defects in the Goods arising from the use of incorrect or defective equipment or facilities, incorrect consumables, or any damage resulting therefrom. Furthermore, the warranty does not cover defects in the Goods caused by improper operation, unprofessional or improper handling, use and installation contrary to the instructions for use, or damage caused by the effects of power surges in the power grid. The Buyer shall not be entitled to the guarantee of quality if the defect is caused by an external event after the Buyer has taken delivery of the Goods.
12. The warranty does not apply to Goods with broken protective seals, information stickers, serial numbers, etc. Seals and serial numbers are an integral part of the product and in no way limit the Buyer's right to use and handle the Goods to the full extent of what the Goods are intended for.
13. The warranty does not extend to damage to the Goods caused by:
i) mechanical damage to the Goods,
j) electrical surges (visibly burned components or circuit boards),
k) use of the Goods in conditions that do not correspond in their temperature, dustiness, humidity, chemical and mechanical effects to the environment that is directly intended by the seller or manufacturer,
l) improper installation, handling, operation, or neglect of the Goods,
m) The Goods have been damaged by excessive loading or use in violation of the conditions set forth in the documentation or general policies,
n) by unqualified intervention or alteration of parameters,
o) Goods which have been modified by the customer, if the defect has arisen as a result of such modification,
p) The goods have been damaged by the elements of nature or force majeure.
14. The Seller advises the Buyer that all Goods supplied to the Buyer must be used in accordance with the manufacturer's or supplier's instructions. All use of the Goods, including handling, requires professional handling. At the same time, the Goods must be used with the necessary degree of care.
15. The Buyer shall make claims for liability for defects at the Seller's contact address in writing and shall be obliged to provide proof of purchase of the Goods.
16. The Seller has the right to refuse to accept Goods for claim in cases where the claimed Goods, or parts thereof, are contaminated or do not meet the basic requirements for hygienically safe submission of the Goods for claim.
17. For the purpose of a claim, the Goods claimed must be delivered to the Seller and should be thoroughly secured to prevent damage during transit and should contain the Goods claimed (including complete accessories); the Seller recommends including a detailed description of the defect and sufficient contact details of the Buyer (especially name/business name, return address, telephone number). Without the above, it is impossible for the Seller to identify the origin and defect of the Goods.
18. Goods submitted for complaint will only be tested for the defect specified by the Buyer in its complaint.
19. If the Seller determines that the cause of the problems with the Goods is not the Goods claimed and is not covered by the warranty and liability for defects in the Goods, the Buyer's claim will be rejected. In the event that the Buyer agrees to have the Goods repaired at the Buyer's cost of such repair, the Buyer will be charged the cost of the repair according to the then current price list of the selected authorized repair facility.
20. Claims, including the rectification of a defect, will be dealt with without undue delay, not later than the 60th day from the date of the claim. The period of 60 calendar days may be extended after the claim has been made by agreement with the Buyer. The time limit for the settlement of the claim is suspended if the Seller or the authorized service has not received all the documents necessary for the settlement of the claim (parts of the goods, other documents, etc.). The Seller is entitled to request the Buyer to complete the documents as soon as possible. The time limit is suspended from this date until the Buyer delivers the requested documents.
21. The Buyer shall be informed of the settlement of the complaint by the email address he/she provided when purchasing the Goods. If the Goods have been sent by a shipping service, they will be automatically sent to the Buyer's address after processing. Otherwise, the Seller or the authorized service will invite the Buyer to pick up the repaired/new goods. When collecting the Goods in person after the claim has been settled, the Buyer must present the document on the basis of which the Goods were accepted for claim and must prove his/her identity.
22. In the event that the claimed, or new, Goods are not collected within 10 days after notification of their settlement (for these purposes, notification of their settlement means sending an e-mail within the meaning of the preceding paragraph of these Terms and Conditions), the Seller is entitled to charge the amount of the storage fee for the Goods when issuing them.
23. The Buyer's rights arising from defective performance shall be governed by the applicable generally binding regulations (in particular the provisions of Sections 2099 to 2112 of the German Civil Code).
VI. Withdrawal and other means of termination
1. Withdrawal from the contract is possible only in cases provided for by law and the contract may also be terminated by mutual agreement of the parties in writing.
2. Both the Seller and the Buyer are entitled to withdraw from the Purchase Contract due to a material breach of the Purchase Contract within the meaning of § 2002 of the NCC. The Parties agree to consider the following as material breach of contractual obligations within the meaning of Section 2002 of the NCC:
a) delay in the payment of the Purchase Price or any instalment of the Purchase Price for a period of more than 30 calendar days from the due date thereof;
b) default by the Seller in the delivery of the Goods for a period of more than 60 days from the expiry of the delivery period agreed under the Purchase Contract;
3. In the event that the Buyer is finally adjudicated bankrupt and the Buyer fails to remove the grounds for the declaration of bankruptcy within 30 days of the legal effect of said bankruptcy decision, the Seller shall not be obliged to deliver any Goods to the Buyer, pursuant to the Purchase Agreement already concluded, and shall be entitled to withdraw from the Purchase Contracts with immediate effect or cancel the Order.
4. In the event of withdrawal from the Purchase Contract by the Seller, the Buyer shall, within three working days of the Seller's notice, promptly return, at the Seller's expense, all faultless Goods delivered by the Seller under the Purchase Contract back to the Seller at the place designated by the Seller, and the Seller shall return to the Buyer the portion of the Purchase Price paid to date for the Goods ordered under the Purchase Contract, all upon receipt of the Goods from the Buyer.
5. Upon termination of the Contract, all rights and obligations of the parties under the Contract shall cease, except:
a) those which, by their nature and according to the will of the parties, are intended to survive termination of the contract, in particular rights and obligations contained in arrangements for damages, contractual penalties, obligations of confidentiality or provisions to protect the rights of the provider in the subject-matter;
(b) and obligations to pay the obligations due or the price for the supply actually provided or part thereof;
6. The withdrawal must be made in writing by addressed letter sent to the other party. Withdrawal is effective upon delivery of the notice of withdrawal to the other Party.
VII. Rights and Obligations of Buyer and Seller
1. The Seller is entitled to place information about the business cooperation with the Buyer on its website upon agreement with the Buyer.
2. The Buyer assumes the risk of change of circumstances in accordance with § 1765 paragraph 2 of the NTC.
3. The Buyer and the Seller agree to exclude the application of the provisions of Sections 1799 and 1800 of the German Civil Code to this contractual relationship.
4. No copyrights are granted or transferred by this contract, only the non-exclusive right to use the software.
VIII. Liability for damages
1. The Seller shall not be liable to the Buyer for damage caused by improper handling or treatment of the Goods, failure to follow the Seller's or Supplier's instructions and recommendations, improper installation, operation or neglect of the Goods, improper storage of the Goods, damage caused by external events.
2. The Parties agree that the damage is limited to a total amount of 100,000CZK within the meaning of the NPL.
1. As part of the process of concluding the Purchase Contract, the Buyer's personal data is voluntarily provided to the Seller by the Buyer. The Buyer provides the Seller with personal data to the extent resulting from the completed header of the purchase contract (i.e. name, surname, date of birth, residential address, email address, telephone number and account number).
2. The Buyer's personal data obtained under these Terms and Conditions will be processed and stored by the Seller in electronic or hard copy form, and only for as long as necessary.
3. The Buyer understands that it is obliged to provide its personal data accurately and truthfully. The Buyer has the right to access his/her personal data in accordance with the relevant provisions of the Personal Data Protection Act.
4. The Buyer has the right to have his/her personal data provided pursuant to these Terms and Conditions corrected. The request for correction of personal data must be sent in writing to the address of the Seller's registered office.
5. The Buyer is entitled to request information about the processing of his/her personal data, which corresponds to the Seller's obligation to provide this information to the Buyer without undue delay. The Seller has the right to require the Buyer to pay a reasonable fee for the provision of the information, not exceeding the costs necessary to provide the information.
6. In connection with the conclusion and performance of the Purchase Agreement, the Seller and the Buyer undertake to comply with Act No. 69/2006 Coll., on the Implementation of International Sanctions, as amended, all related statutory and sub-statutory regulations, as well as the relevant regulations and measures of the European Union relating to international sanctions. In particular, the Seller shall be entitled to refuse delivery of the Goods to any change or territory subject to international sanctions, or for the benefit of an entity or person subject to international sanctions. The Buyer shall be under an obligation to ensure that the Goods are not further delivered to any state or territory subject to international sanctions or to deliver the Goods to any entity or person subject to international sanctions. Breach of this obligation by the Buyer shall be deemed a material breach of the Purchase Contract.
7. In the event that the Buyer provides the Seller with consent to send commercial communications, the Seller will process for this purpose only such personal data of the Buyer as are necessary with regard to the possibility of sending commercial communications. The Buyer is entitled to withdraw consent to the sending of commercial communications at any time in writing. Notification of withdrawal of consent to receive commercial communications must be sent in writing to the Seller's registered office or by email to firstname.lastname@example.org.
X. Unforeseen Circumstances
1. In the event of unforeseen circumstances, e.g. if the demand exceeds the Seller's current supply of Goods, the Seller shall be entitled to extend the delivery date of the Goods, but no longer than the time strictly necessary.
2. The condition set out in the preceding paragraph also applies to cases of vis maior, such as natural disasters, etc.
3. The Seller is not obliged to deliver goods that are not in stock.
XI. Protection of Seller's trade secrets and business policies
1. The Buyer agrees to maintain the confidentiality of all confidential information learned in connection with the Purchase Contract and to protect the confidentiality of such information, in particular to keep it confidential, not to disclose it to any other person without the Seller's consent and not to use it in any way that could harm the Seller.
XII. Final Provisions
1. Relations between the Buyer and the Seller arising under or in connection with the Purchase Contract shall be governed by the contents of the Purchase Contract itself, of which these Terms and Conditions are a part, and by the legal order of the Czech Republic, in particular the NCC.
2. All disputes arising out of or in connection with this Contract shall be finally decided by the Arbitration Court of the Czech Chamber of Commerce and the Czech Chamber of Agrarian Affairs in accordance with its rules by a single arbitrator appointed by the President of the Arbitration Court.
3. All marketing and other advertising materials of the Seller do not form part of the Purchase Agreement or these Terms and Conditions and their content is not binding on the Seller.
4. If the relationship established by the Purchase Agreement contains an international (foreign) element, then the parties agree that the relationship is governed by Czech law. This is without prejudice to the rights of the Buyer arising from generally binding legal regulations.
5. If any provision of the Purchase Agreement or these Terms and Conditions is or becomes invalid or ineffective, the provision closest in content and purpose to the invalid or ineffective provision shall apply instead. The validity and effectiveness of the other provisions of the Purchase Agreement and these Terms and Conditions shall not be affected thereby.
6. The Seller may amend or supplement the wording of these Terms and Conditions. This provision shall not affect any rights and obligations created during the effective period of the previous version of the Terms and Conditions.
7. The Purchase Contract, including these Terms and Conditions, is archived by the Seller in electronic form and is not accessible to third parties.
8. The Seller and the Buyer undertake to resolve any disputes arising out of or in connection with the Purchase Contract primarily amicably.
9. The Buyer and the Seller agree to exclude the application of the provisions of Sections 1799 and 1800 of the Civil Code to this contractual relationship.
These Terms and Conditions shall come into force and effect on 1 April 2018. The Seller reserves the right to change these Terms and Conditions at any time without prior notice. Such amended Terms and Conditions will be published on the Seller's website at www.westercom.eu/VOP.pdf