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Article I.
General provision

These General Terms and Conditions (hereinafter referred to as the "GTC") govern the relations between the parties to the Purchase Agreement where, on the one hand, A components s.r.o., with its registered office
Bohunická 493/81, 619 00 Brno,Company number: 29235979, Tax number: CZ29235979, as seller
and, on the other hand, the buyer who is an entrepreneur according to the Commercial Code.

Legal relationships between buyer and seller expressly not governed by these GBCs or concluded Purchase Agreement are governed by the relevant provisions of Act. No. 513/1991 Coll., the Commercial Code, as amended, and the related legal regulations.

Buyer by making an order for goods or services (by signing a purchase contract) confirms that

he is acquainted himself with these GTC of the seller for the delivery of goods and services and agrees with them, in the version valid and effective at the moment of sending the order (conclusion of the purchase contract).

The buyer is aware that buying goods or ordering services that are in the seller's business offer does not create any rights to use the registered trademarks, trade names, company logos or patents of the seller or other companies, unless otherwise agreed in a particular case.


 

Article II.
Purchase agreement, subject of the purchase contract

The subject of the agreement is the seller's obligation to deliver the goods and services to the buyer, to transfer them to the buyer, under the conditions set forth below, the ownership of the goods and the purchaser's obligation to pay the seller the purchase price for the goods or services.

The purchase contract is based on the order made by the buyer and the acceptance or final confirmation of the order by the seller. Acceptance (confirmation) of the order is considered to be an agreement with its content, but if the seller can not accept the order in its entirety, he will confirm it with a counterproposal according to its stock and delivery options. This counter-proposal is final and the purchase agreement will be created if the buyer does not cancel the order within 12 hours of sending the counter-proposal to the seller.

If a purchase agreement is concluded between the seller and the buyer in written form, the legal relationship between the seller and the buyer is governed by a signed (written) purchase contract and in the following GTCs with which the buyer agrees.


 
Article III.
Place of performance

Unless otherwise agreed by the parties, the place of performance shall be the place of acceptance of the goods by the purchaser or the place of delivery of the goods to the carrier specified in the order, according to the seller's transport arrangements, i.e.:

The warehouse of the seller where the seller transfers the goods to the first carrier - the shipping company for transportation to the buyer and the goods are clearly marked as delivery to the buyer.

The buyer notes that the unloading of goods at the place of performance is ensured by the purchaser himself and at his own expense. The buyer is obliged to provide the seller with the necessary co-operation for the purpose of the good delivery of the goods or to ensure such cooperation.

If the seller and the buyer agree to deliver the goods through the carrier, the buyer is obliged to ensure entry and arrival at the destination as well as to define the place where the goods can be unloaded. The buyer is further obliged to ensure that on the agreed day of delivery the goods have been unloaded by the buyer and the goods have been taken over by the competent person to take over the goods.

Costs associated with delivery as well as the costs of repeated deliveries are payable by the buyer. Any claim to damages or lost profits of the seller to the buyer is not thereby affected.
 
 

Article IV.
Ordering goods

All offers made by the seller are non-binding.

The seller confirms the delivery of the goods based on the buyer's sent or confirmed order. The seller is always entitled, depending on the nature of the order, to ask the buyer to authorize the order and verify the information contained in it in an appropriate manner, such as in writing or by telephone. The seller is entitled to disregard an order whose authorization the buyer refuses to perform. The seller also reserves the right to refuse to accept the order.
 Any cancellation of the order may be made before the seller confirms the order, and only in written form. If the order is cancelled after confirmation by the seller, the buyer is obliged to pay the seller a contractual penalty for the cancellation of the order of 20% of the price of the goods ordered by the cancelled order. The contractual penalty is payable within 7 days from the date of delivery of the cancellation order.

The seller is entitled to refuse to accept the order for serious operational reasons or if the buyer is in default with the payment of previous deliveries. The purchaser is bound by the purchase order for the period specified for the delivery of the goods.

If the purchaser orders the goods in duplicate, upon his request the duplicated order will be cancelled if the goods have not already been handed over to the carrier. If the goods were already shipped (handed over), a handling fee of 20% of the price of the goods will be charged to the buyer without the statutory VAT rate and the cost of transporting the goods.

The seller receives orders:
·         via the web portal of the order portal at
           www.acomponents.cz
·         email to order@acomponents.cz
·         in writing to the address of the seller A components s.r.o., Bohunická 493/81, 619 00 Brno
·         his sales representatives.

Acceptance of the order or confirmation of the delivery of the goods is confirmed by the seller by an informative mail or fax or address, which the buyer is obliged to specify in the order.
The order must contain the exact name of the goods, the required time and place of delivery, the quantity requested, the delivery method and the transport layout, the contact e-mail address or the offer number of the seller and the date of the offer if the order was made based on the seller's offer, or purchaser's number (regular customer) or purchase agreement with the date of its conclusion, if it is concluded.
The minimum amount per order is set at CZK 400, excluding VAT, for the goods listed on the pages of our eshop.
 


Article V.
Purchase price and payment terms

Purchase price means the price of goods, services in Czech crowns, excluding value added tax ("VAT") according to the current price list of the seller at the time of sending the order or conclusion of the purchase contract or the price of the goods according to the offer sent by the seller or the sales representative of the seller, the date of validity of such a quotation. Based on the request, the seller will notify the buyer of the current quotation, indicating the length of its validity.

Part of the purchase price, unless otherwise agreed in writing, is not the cost of transport to the place designated by the buyer. Transport is calculated separately and the buyer undertakes to pay the transportation costs in relation to the issued invoice. If it is agreed that the purchase price of the goods also includes transport to the place of destination, this means only transport in case of a one-off collection of the ordered goods. The cost of transporting of any other or partial performance (delivery) is payable by the buyer against the invoice issued.

The buyer notes that the purchase price does not include draft technical solutions, production consultations, etc., unless agreed in writing.

The price of goods and services will be invoiced to the buyer by an invoice, which must have the details of a tax document. The buyer is obliged to pay the invoiced amounts to the seller according to the payment definition in the order confirmation, respectively in the invoice.

The forms of payment of the purchase price are set as follows:

a) prepayment to the seller's account

On receipt of the order, an email confirming receipt of the order containing the information needed to pay for the goods ordered is automatically sent to the buyer. The buyer's payment is considered to be paid only when the invoiced amount is credited to the seller's account. Then the goods are released from the warehouse.

b) payment by COD
Goods are paid upon pickup from PPL. The invoice and other necessary documents are enclosed.

c) an invoice payment with maturity

The form of this payment is possible only in agreement with the seller. The invoice is deemed to have been paid when the amount invoiced to the seller's current account is credited. In case of delay with the payment of any invoiced amount, the buyer is obliged to pay to the seller interest for late payment of 0,05% of the amount due for each commenced day of delay until full payment of the due amounts.

The Buyer notes that if he / she is late in paying the advance invoice, the delivery date of the goods is shifted proportionally to another suitable term according to the seller's capacity (or shipping) options. If the buyer is in delay with the payment of the invoice, the seller may not be in delay with the delivery of the goods or services.

For example, the buyer is not entitled to withhold payment due to any claims of liability for defects, claims for damages or any other claims against the seller. He is also not entitled to set off its own receivables transferred by third parties against the seller's claims without the prior written consent of the seller.

The invoice for the goods, the services is sent to the seller in electronic form to the mail address communicated by the seller in the order.
If some doubts arise on the date of delivery of the invoice to the purchaser (if the buyer does not receive an invoice, it will be lost, etc.), the advance invoice is valid when the sales order is confirmed by the seller or the purchase contract is signed, the additional invoice is signed when the delivery note or delivery note is signed. The buyer may request the issuance of a copy of the tax document, but this fact has no suspensive effect on the maturity of the invoice, unless otherwise agreed in writing.

Reservation of ownership - the seller reserves the right to ownership of the sold goods, i.e. the buyer's ownership of the goods passes to the buyer only when the purchase price is fully paid, including VAT and any contractual penalties.


Article VI.
Terms of delivery

The delivery period starts running on the day of conclusion of the purchase agreement (by delivery of the seller's confirmed order to the buyer). In case the goods are in stock, they are dispatched - delivered to the carrier and the delivery period is within 3 working days from the date of the purchase contract. In case the ordered goods are not in stock, the seller will notify it to the buyer, and will inform him of the anticipated delivery date (delivery time) or will offer a different product comparable to the original, which is he able to deliver within a shorter period. The goods will be delivered according to the mutually agreed transport dispositions, i.e. the address (place of performance) stated in the order as destination (place of delivery, delivery) agreed in the order confirmation on the part of the seller.

The buyer is obliged to take the ordered goods at the agreed delivery date. If the buyer fails to take delivery within 3 working days after the agreed delivery date, he shall pay the seller a penalty of 0.5% of the total purchase price of the goods not collected for each commenced day of delay by picking up the goods until the full picking of the goods. This is without prejudice to the seller's right to charge the buyer for any damage or loss or lost profits.

The seller's obligation to deliver goods is fulfilled when the seller, in accordance with the transport arrangements, passes the goods to the first carrier for transportation to the destination or allows the buyer or a third party authorized by the buyer to dispose of the goods. Danger of damage to goods is transferred to the buyer in connection with the agreed delivery method when the goods are handed over to the first carrier for transportation to the buyer or when the buyer or the third party authorized by the purchaser is allowed to dispose of the goods.

The seller will deliver the goods in the usual packaging of the corresponding type of goods (protective foils, boxes, identification and binding tapes, etc.) allowing the goods to be safely transported in such a way as to avoid damage or destruction.

The goods are delivered with the documents relating to the goods in accordance with generally binding legal regulations. The seller also duly fulfils his obligation to deliver the goods, i.e. the goods will be handed over to the seller and taken over by the buyer on the basis of the identical declarations made by the parties in the bill of delivery.
 

Article VII.
Liability for defects, circumstances excluding liability

Liability for defects, complaints - The buyer is required to inspect the goods without undue delay immediately upon receipt (or after the risk of damage to goods under Article VI (3)).

Goods defect is a deviation from the quantity, kind or qualitative conditions of the goods or parts thereof as defined by the contract or technical standards or other generally binding legal regulations.

Any defects or replacement of the goods the buyer is obligated to apply to the seller immediately upon acceptance of the goods,

in writing in the delivery note. The later claim will not be taken into consideration. The seller handles a duly claimed and legitimate complaint, primarily by supplying the missing goods, exchanging goods and supplying substitute goods. The buyer, if he is not the final customer, is obliged to satisfy the third party's claim due to the defective goods by exchange of goods, satisfaction of the claim by repayment of the purchase price is possible only if the right to be satisfied with the exchange of goods is not possible.
For damage to goods during transport is not liable the seller, but the carrier. In the event that the goods are obviously damaged during transport, it is necessary to write the damage report with the driver, otherwise it is considered that the risk of damage to the goods has passed to the buyer by handing the goods to the first carrier.

Circumstances that exclude liability - If there are events that can not be foreseen at the time of confirmation of the order or the conclusion of the purchase contract and which will hinder the seller from fulfilling his obligations, the seller is entitled to shift the delivery period to the time required to resume normal operation.

 In all circumstances, excluding liability, including unwarranted delay in deliveries, breakdowns, and similar events of force majeure that violates the seller's obligations, the seller is entitled to withdraw from the contract without being obliged to provide compensation to the buyer. In the event of any of the above circumstances, which threaten the agreed delivery date, the seller undertakes to inform the buyer and discuss with him the replacement delivery date or cancel the order.
In the event that a consumer dispute arises between us and the consumer from the sales contract or a service contract that can not be settled by mutual agreement, the consumer may submit a proposal for an out-of-court settlement of such a dispute to a designated non-judicial consumer disputes settlement body, which is:

Czech trade inspection

Central Inspectorate - ADR department
Štěpánská 15
120 00 Prague 2
Email: adr@coi.cz
Web: adr.coi.cz

The consumer can also use the online dispute resolution platform set up by the European Commission at http://ec.europa.eu/consumers/odr/.


Article VIII.
Final Provisions

The seller has the right to withdraw from the purchase agreement in the event of non-compliance with the buyer's payment terms.

The Seller is entitled to send monthly to the Buyer for confirmation the current status of its receivables to the buyer (inventory of unpaid invoices). The buyer undertakes to acknowledge and returns the invoice to the seller at the latest within 5 days of delivery. If the buyer fails to fulfil this obligation, the seller is entitled to withdraw from the purchase contract or other deliveries.

The Buyer acknowledges that if he is late, the seller is entitled to include his payment discipline resulting from the mutual obligations in a special register. Buyer's consent is granted for the duration of the engagement relationship with the seller or until the buyer's obligations towards the seller have been met.

Any legal disputes will be settled in court proceedings before the relevant courts of the Czech Republic.

These general business terms apply to legal relationships between the buyer and the seller unless otherwise agreed in the purchase agreement between the buyer and the seller. In the rest, the relevant provisions of the Commercial Code apply.

The seller reserves the right to change the GTC without prior notice.

These GTCs are valid and effective from 1/1/2016
 

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