These General terms and conditions for the wholesale trade of goods (hereinafter referred to as “Conditions”) are issued by the company Bubnovi s.r.o., registered in the trade register kept by the District Court of Hradec Králové, section C, file No. 47081, company ID number (IČ): 09925635, seat: Žižkova 1021, 508 01 Hořice, Czech Republic.
1. The subject matter of these conditions is the determination of general articles of agreement for purchase contacts concluded between the company Bubnovi s.r.o. (hereinafter referred to as “the Seller”) and business conducting third parties (hereinafter referred to as “the Buyer”).
2. The purpose of these Conditions is to allow to the Seller and the Buyer (hereinafter jointly referred to as “Contracting Parties”) to conclude simple and brief purchase contracts.
1. By concluding the purchase contract, the Buyer
a) acknowledges that the goods requested (hereinafter referred to as “the Subject of Purchase”) is yet to be fabricated by a third party outside the European Union (hereinafter referred to as “the Producer”);
b) declares that the specification, sample, or model of the Subject of Purchase made or approved by him does not violate any third party rights, especially copyright, trademark rights or unregistered trademark rights or personality rights, and that it does not constitute a public nuisance;
c) declares not to be a consumer.
2. The Buyer is responsible for the truth of the declaration in the paragraph 1. The Buyer’s responsibility according to the preceding sentence includes the obligation to defend the Seller against any claims of third parties and acts of authorities at his own expense.
1. The Seller shall order the Subject of Purchase by the Producer within 10 (ten) working days of the advance payment according to Art. 5 par. 1. The Seller shall be entitled to withdraw from the purchase contract if the Subject of Purchase is not delivered within 3 (three) months of placing the order by the Producer. The Buyer shall be entitled to withdraw from the purchase contract if the Subject of Purchase is not delivered within 6 (six) months of the advance payment according to Art. 5 par. 1.
2. The Seller shall deliver the Subject of Purchase to the Buyer by a carrier chosen by the Seller to the place of destination within 10 (ten) working days of the day when the Seller received the Subject of Purchase from the Producer; unless otherwise specified in the purchase contract, the place of destination is the Buyer’s seat. The title to the Subject of Purchase and the risk of damage thereto passes on the Buyer at the moment when the Seller has handed the Subject of Purchase to the carrier according to the preceding sentence.
3. The Buyer shall receive the Subject of Purchase at the place of destination on any working day between 9 a.m. and 7 p.m., or else at a time agreed by the Contracting Parties, and confirm the receipt of the Subject of Purchase in writing on the document presented. If the Buyer breaches his obligation according to the preceding sentence, it shall have no impact on the commencement of the periods to notify defects according to paragraph 4, and the Seller shall be entitled to deposit the Subject of Purchase at the Buyer’s expense.
4. The Buyer shall notify the Seller any evident defects of the Subject of Purchase within 3 (three) working days of the receipt and any hidden defects of the Subject of Purchase within 10 (ten) working days of the receipt.
5. The Seller shall bear the cost of shipping the Subject of Purchase from the Seller to the place of destination.
6. The Buyer shall bear the cost of shipping the Subject of Purchase from the Producer to the Seller. The Buyer acknowledges that the actual cost of shipping according to the preceding sentence may exceed the estimation thereof communicated by the Seller and he declares that he assumes the risk of change of circumstances.
1. The Contracting Parties agree that in case of any defects of the Subject of Purchase notified in due time, regardless the extent and magnitude thereof, the Buyer shall always be entitled to a purchase price reduction only, yet not to any shipping price reduction. The purchase price reduction according to the preceding sentence shall be equivalent to the sum of
a) the purchase prices of all items of the Subject of Purchase the making of which is not in accordance with the purchase contract or sample or model and that were brought back by the Buyer to the Seller in original condition;
b) the agreed-on purchase price reduction of all items of the Subject of Purchase the making of which is not in accordance with the purchase contract or sample or model and that are retained by the Buyer even with the defects.
2. The Seller shall provide no guarantee of the quality of the Subject of Purchase or any of its items to the Buyer. If there is evident from any item of the Subject of Purchase or a document related thereto that the Producer provides guarantee of the quality of this item, the Seller shall act in association with the Buyer to exercise his warranty rights by the Producer; however, the Seller does not assume any guarantee liabilities, nor vouch for them.
1. The Buyer shall pay the Seller an advance of 50% of the purchase price; he does so based on an advance invoice issued by the Seller within the due date set in this invoice which due date shall not be less than 5 (five) workings days.
2. The Contracting Parties agree on a price clause on the understanding that the relevant costs are the prices of all raw materials, energies, fuel, work, and lease of the premises needed to fabricate the Subject of Purchase, which prices shall be communicated to the Seller by the Producer.
3. The Seller shall be entitled to payment of the purchase price and to payment of the shipping costs according to Art. 3 par. 6 at the moment when the Seller has handed over the Subject of Purchase to the carrier according to Art. 3 par. 2. The Buyer shall pay the difference between the purchase price and the advance payment according to paragraph 1 and the shipping costs according to Art. 3 par. 6 based on a proper invoice issued by the Seller within the due date stated on this invoice which shall not be less than ten (10) working days.
4. If the Buyer fails to fulfil the obligation under paragraph 1 or paragraph 3 in due and timely manner, the Seller shall be entitled to a contractual penalty of 0.1% of the amount due for each day of delay or to withdraw from the purchase contract.
1. The Seller shall be entitled to rely on the fact that a person communicating with him from the Buyer’s domain or with reference to his employment with the Buyer is authorised to act on the Buyer’s behalf.
2. The Contracting Parties shall communicate and take legal actions primarily by electronic mail.
3. The Contracting Parties shall communicate changes of address or electronic contact details without any undue delay; if, as a result of a breach of this obligation, any delivery of a shipment or notification is not successful, the sending Party shall be entitled to consider this a deliberate perverting the delivery.
4. Any pecuniary obligation shall be deemed fulfilled to the day when the full amount due has been credited to the account of the entitled Contracting Party.
1. The purchase contract may only be amended or cancelled in writing as specified in Art. 6 par. 2.
2. The Contracting Parties declare that the provisions contained in the purchase contract or in these Conditions correspond solely to their sincere and free will, and that is why the purchase contract shall not be subject to any other terms of business, commonly used rules of interpretation, methodological instructions, opinions, and the like.
3. None of the Contracting Parties shall be entitled to assign its claim arising from the purchase contract to a third party without the prior written consent of the other Contracting Party.
4. These Conditions shall come into force on the date of their publication on the Seller’s website.