Sales Terms and Conditions

 

1. Basic provisions

1.1 These General Terms and Conditions (hereinafter referred to as “GTC”) are issued by CONTEG, spol. s r.o., with registered office at Prague 4, Štětkova 1638/18, Postal Code 140 00, Company ID No. 25701843. These GTC govern sale of goods and services between CONTEG, spol. s r.o. (hereinafter referred to as “Seller”) and its business partners (hereinafter referred to as “Buyer”).

1.2 These GTC govern business relations and are applicable to business relations between the Buyer and the Seller, i.e., to purchase contracts or contracts for work concluded between the Seller and the Buyer (hereinafter also referred to as “contract” or “contracts”), valid from the date of the publication hereof and replacing the previous version of the General Terms and Conditions. Transactions concluded under a previous version of the General Terms and Conditions are governed by the respective version thereof. If additional or contradictory terms and conditions are expressly defined in the contract, such provisions shall prevail over the conflicting provisions of the GTC. The General Terms and Conditions and other similar terms and conditions of the Buyer, in particular the Buyer’s Purchase Conditions, are not part of the contract, even if the Seller accepts payment from the Buyer and makes delivery of the goods.

1.3 The Contract shall be deemed to have been concluded at the time of signing of the Purchase Contract/Work Contract by both parties or, if no such contract is entered into, by the Seller’s written confirmation of receipt and acceptance of a Purchase Order. A final, complete and binding description of the goods and services to be supplied by the Seller shall be set out by the Seller in the Contract and its Annexes, including relevant additional clauses.

1.4 The Buyer is obliged to submit to the Seller certified documents on its business authorization and its legal personality (extract from the Commercial Register, copy of the trade license, VAT certificate and ID card number for natural persons) and to keep these data up to date.

1.5 The Buyer is responsible for updating all of their details if they change, in particular updating the contact persons authorized to order and collect the goods. In the event that the Seller has not been notified of a change and goods are collected by a person who has lost his/her authorization, the Buyer bears all risks, i.e. the Buyer is obliged to pay the value of the goods collected, which shall be deemed as acquired and purchased by the Buyer.

 

2. Industrial and intellectual property protection

2.1 The Buyer shall not have any rights to use the registered trademarks, trade names, company logos and patents of the Seller or other companies whose products appear in the Seller’s business offer, unless otherwise provided below or in a separate contract.

2.2 The Buyer does not acquire any intellectual property rights to software products under copyright law and may not interfere with them in any way, copy them or otherwise transform them or distribute them to third parties.

2.3 The Buyer may use the Seller’s logo (brand), texts or images of the Seller’s products in the promotion of the goods and services supplied, the sale of the goods supplied, as well as in the presentation of its business, under the following conditions:

• the logo protection zone will be respected,
• the logo or product images will not be distorted,
• the colour scheme of the original design will be preserved,
• the logo or product images will not be displayed in a context that may harm the Seller,
• the logo or image of the products will be intact and clean,
• any presentation of the Seller’s products will indicate the source from which the Buyer has drawn.

Depictions of the Seller’s products (photographs, layouts) may be used for the promotion of the Buyer provided that it is clear from the resulting image what products and brands are involved and that they are the Seller’s products. In the event that the brand is not identifiable in the depiction of the products, the Buyer is obliged to indicate the brand directly on the product or to visibly place the brand information next to such depiction.

2.4 The provisions of clause 2.3 shall also apply wherever the Buyer may display and offer the goods in a form other than a pictorial presentation.

2.5 The Buyer acknowledges that the Seller is entitled to prohibit the use of its logo or product images, effective as of the date of delivery of the written prohibition (by post or e-mail). In the event that the Buyer does not refrain from such activity, the Buyer undertakes to pay the Seller a contractual penalty of CZK 5,000 for each day of unauthorized use of the Seller’s logo, payable within 10 days from the date of the invoice of the contractual penalty. Payment of the contractual penalty shall not extinguish the Seller’s right to compensation for damages in full amount. The Buyer acknowledges that the Seller’s logo is protected under the relevant provisions of the Copyright Act.

2.6 In the event that the Seller provides the Buyer with CDs/DVDs containing the necessary photographic documentation of the Seller’s products (the Seller’s product meaning all goods traded or promoted by the Seller), the Buyer is not entitled to provide these to third parties for any use without the Seller’s prior written consent. The Buyer is not entitled to use the submitted logos, texts, photos of the Seller’s products or information and image documentation downloaded from the Seller’s website for its further activities in the event that its activity on behalf of the Seller has been terminated, i.e. at a time when it is not a seller of the Seller’s products.

 

3. Traditional ordering methods

3.1 Written, fax and e-mail orders are considered traditional ordering methods, which the Buyer may use.

3.2 If the Buyer orders the goods by telephone, the Seller shall be entitled to require a subsequent written order or written acceptance of an “Order Confirmation”. This can also be done by fax or electronically.

3.3 The order must contain the following:

• company and registered office of the buyer (or name and place of business for natural persons),
• Company ID and VAT number,
• product code, which uniquely identifies the subject of the order (numerical designation of products by type as listed in the Seller’s price list), and additional specifications,
• the quantity required, the method of transport, and the exact delivery destination,
• name and signature of the Buyer or its authorized representative.

3.4 The Contract is concluded by the acceptance of the Buyer’s order by the Seller in writing (delivered by post or e-mail), which the Seller shall send to the Buyer without undue delay, but no later than two working days from the date of receipt of the order. If the Seller does not accept the Buyer’s order within this period, the Contract is not concluded and the Buyer is entitled to send the Seller a new order.

3.5 The Buyer shall use the Seller’s official website at www.conteg.com

to place orders electronically.

3.6 The Buyer declares that by sending an order, they are bound by the order, in particular as regards identification of the goods, the number of units ordered, the price per unit, the method of transport, and the order code.

3.7 The Buyer will receive information via e-mail about the registration of the request after the Seller has accepted the order.

3.8 In the event that the Seller does not confirm the order by e-mail within 1 working day, the Buyer is entitled to repeat the order using a traditional ordering method.

3.9 In the event that the buyer orders goods worth less than CZK 3,000 in one order, a handling fee of CZK 75 will be added to the price of the goods.

 

4. Electronic ordering

4.1 An electronic ordering method is considered to be the use of an electronic order in the Seller’s online shop at www.conteg.com

 

5. Price and payment terms

5.1 Prices are quoted by the Seller in the price list, unless agreed otherwise in the Contract.

5.2 Upon receiving a proper order from the Buyer, the Seller shall issue an order confirmation and acceptance, confirming to the Buyer the type, price and quantity of the Products it undertakes to deliver to the Buyer, the expected delivery date, the method of payment, and the method of transport.

5.3 The order as specified in the confirmation and acceptance note is considered binding between the contracting parties which thereby enter into a purchase contract or contract for work.

5.4 In exceptional cases, the Seller may change the delivery date specified in the order confirmation - in such case, the Seller is obliged to notify the Buyer of this circumstance within 14 days of sending the order confirmation.

5.5 The Buyer may pay the price for the goods and any costs associated with the delivery thereof by one of the following methods:

a) cash on delivery - payment in cash upon delivery of goods by courier service to the billing or delivery address specified in the order. In the event that the order exceeds the amount of 20,000 CZK, the Seller requires the Buyer pay an advance payment in the amount of 50% of the total price. In such case, the Seller shall send the Buyer an advance invoice by email.

b) in advance on the basis of an invoice issued by the Seller with a due date of 15 days from the date of the invoice. The invoice shall be considered as a call for payment between the parties.

5.6 Should the Buyer fail to pay the invoice or any part thereof as due, the Seller shall be entitled to stop all further deliveries of goods to the Buyer. The Buyer is obliged to pay the purchase price for the ordered goods in full and on time by the due date. Should the Buyer fail to fulfil this obligation, the contracting parties have agreed on a contractual penalty of 0.5% of the total purchase price of the ordered goods for each day of delay up to and including the date of payment. The Buyer is obliged to pay the contractual penalty to the Seller within 3 working days of receipt of a written request for payment thereof. The payment of the contractual penalty shall not exclude or limit the Seller’s right to compensation for damages in its full amount, nor reduce the amount of claim for damages, nor shall it extinguish the contractual or legal obligations of the Buyer.

5.7 Should the Buyer be in default with the payment of any invoice for more than 14 days, the Seller shall have the right to make all outstanding obligations of the Buyer to the Seller payable at a new date set in a written notice thereof. For the purpose of securing the Buyer’s obligations to the Seller, such as payment of interest on late payment, fees for extension of the due date, contractual penalties payable by the Buyer to the Seller, the Seller shall be entitled to make deliveries (including those that have been carried out by the Seller for the benefit of the Buyer only on the basis of a written order by the Buyer) conditional upon the delivery of a blank promissory note of the Buyer payable on sight without prior presentation, endorsed by the Buyer’s statutory body (if the Buyer is a natural person, the note must be endorsed by a third party other than the Buyer).

5.8 Should goods designated for personal collection fail to be collected from the Seller’s warehouse within 5 working days from the confirmation of the delivery date, the Seller may send the goods to the Buyer’s address specified in the order, at the Buyer’s risk and expense. In the event that the Seller stores the goods that have been ordered but failed to be collected, the Buyer is obliged to pay the Seller a storage fee of 1% of the price of the stored goods for each day of storage until the day of collection.

5.9 The goods shall remain the property of the Seller until the full payment of the purchase price and any other financial claims of the Seller towards the Buyer, and the Buyer shall not be entitled to dispose of the goods in any way, alienate them or encumber them with the rights of third parties. Payment shall mean crediting the full invoiced amount to the Seller’s bank account.

 

6. Delivery, transport, and dispatch

6.1 Adherence to the delivery date by the Seller shall be conditional on the Buyer’s delivery on all legal and contractual obligations arising up to the time of delivery of the goods or services. The Seller shall be entitled to withhold delivery of the goods or services if the Buyer is in default with payment of the purchase price or any part thereof or if the Buyer has failed to perform any contractual obligations agreed to be performed prior to delivery of the goods or services.

6.2 In the event that the Seller is in default with delivery for reasons solely on the patrt of the Seller, the Buyer shall allow the Seller a reasonable grace period to perform the obligation, but no less than 15 business days.

6.3 Any special requirements for shipment, transport and insurance of the goods, including customs clearance, must be notified to the Seller well in advance.

6.4 The Buyer is obliged to specify the required method of transport or collection of the goods in the order, while the following transport options are possible:

• personal collection is possible upon confirmation by the Seller at the Pelhřimov office at: K Silu 2179, 393 01 Pelhřimov  -  Lhotka. When collecting the goods in person from the Seller’s warehouse, the Buyer is obliged to pay the amount of 120.- CZK excluding VAT for the dispatch costs.
• delivery by a shipping company with cash payment on delivery. The maximum price of goods for cash on delivery is 100,000.- CZK. In such event, the costs shall be borne by the Buyer.
• delivery by a forwarding company to the address specified by the buyer is possible on the basis of a written (or emailed or faxed) agreement with the Seller.  In such event, the costs shall be borne by the Buyer.
• In the case of delivery of goods to the Czech Republic with a price exceeding 100,000.- CZK excluding VAT, the Seller may pay the cost of transport or provide a discount to the Buyer in an amount equal to the cost of the transport. If the Buyer does not specify the method of transport and the Seller does not withdraw from the contract, the Seller has the right to choose the method of delivery at its discretion.

6.5 The cost of transport of the goods from the Seller’s warehouse to the Buyer shall be borne by the Buyer, unless agreed otherwise. The Seller shall re-invoice the shipping cost to the Buyer together with an invoice for the goods. Shipping is therefore at the account and risk of the buyer.

6.6 The exact price of the transport will be specified in the confirmation (acceptance) of the respective order.

6.7 Goods can be collected in person at the Seller’s warehouse upon a order confirmation by the Seller. Whoever collects the goods is obliged to prove their identity with an ID card or other personal document and an authority to collect the goods with a valid power of attorney. Upon personal collection of the goods at the warehouse, the Buyer is obliged to inspect the condition of the delivery and its compliance with the delivery note.

6.8 The Buyer is obliged to object to any defects in the goods immediately upon receipt of the goods, and in the case of hidden defects immediately upon discovery thereof. The Buyer is obliged to inspect the condition of the shipment upon receipt. In the event of damage or other obvious defects, the Buyer is obliged to write a record of the delivery of the shipment with reservations, either with the seller if collecting the goods personally or with the carrier, or refuse to accept the shipment entirely. Upon receipt of the delivery delivered by a carrier, the Buyer is obliged to verify the information on the waybill. If the data does not match the actual status, the original packaging of the goods is damaged, or the original tape seal on the packaging is broken, the buyer is obliged to note such facts on the carrier’s waybill or refuse to accept the delivery entirely.

6.9 The Seller’s obligation to deliver the goods shall be deemed completed either by handover thereof to the Buyer or to the first carrier, as agreed by the Seller and the Buyer.

6.10 The Buyer is obliged to inspect the contents of the shipment according to the attached delivery note/warranty certificate. If the contents of the shipment do not correspond to the delivery note, the buyer is obliged to indicate the differences on the delivery note or its attachment and have this fact confirmed by the carrier. Should the carrier refuses to comply, the Buyer is obliged to reject the delivery entirely.

6.11 If the goods delivered and the terms of delivery do not correspond to the order, the Buyer is entitled to complete a return protocol (downloadable from the Seller’s website) and send back complete and undamaged goods to the Seller no later than within 5 working days.

6.12 If the goods are not returned within the set period and/or are returned damaged, the Seller reserves the right not to accept the goods or to charge the Buyer for the damages incurred and a cancellation fee in the amount of 5% of the price of the returned goods.

6.13 In the event of delay by the Buyer in accepting the delivery or in the event of breach of any obligation of the Buyer to provide cooperation, the Seller shall be entitled to claim compensation for damages incurred, including any extra costs. In such case, the risk of accidental destruction or accidental damage to the subject of delivery passes to the Buyer at the moment the Buyer becomes in default with accepting the delivery.

6.14 The Buyer is obliged to take out insurance against any kind of hazard. The Seller shall not be liable in the event of failure of the Buyer to fulfil the above obligation, in particular shall not be liable for any damage that may occur during transport of the goods.

6.15 The Buyer undertakes to take delivery of the goods and in the event that the Seller stores the goods that have been ordered but failed to be collected, the Buyer is obliged to pay the Seller a storage fee of 1% of the price of the stored goods for each day of storage until the day of collection.

6.16 The Buyer, by accepting the goods from the Seller, expressly agrees to the applicable wording of these GTC at the time of accepting the goods. The current version of the GTC is available on the Seller’s website at www.conteg.cz.

 

7. Deterioration of financial conditions, delay in acceptance of delivery by the buyer

7.1 If the Seller discovers a deterioration in the Buyer’s economic or financial situation, the Seller may demand full or partial advance payment of the purchase price or the provision of a guarantee, or may withdraw from the Contract without delay.

7.2 If the delivery is delayed due to circumstances on the part of the Buyer, the Seller is entitled to store the goods at the Buyer’s expense.

7.3 All obligations of the Buyer towards the Seller shall become due and payable upon the entry into force of a declaration of the Buyer’s bankruptcy.

 

8. Liability for defects

8.1 The Seller is responsible for ensuring that the goods are delivered in the quantity and quality as specified in the Contract.

8.2 If the major part of the Seller’s obligation consists in the performance of an activity or involves the assembly of the goods, according to the Buyer’s assignment, technical documentation, instructions or plans, the Seller shall not be liable for the technical and legal suitability of the product, in particular for the suitability of the product for the intended use, safety of the use of the product, compliance of the product with intellectual property rights, etc.

8.3 The Buyer is obliged to check upon receipt of the goods whether the delivered goods have the contractually agreed characteristics. Obvious defects must be notified to the Seller immediately, but no later than in 14 days, hidden defects immediately after their discovery, but no later than six months after receipt of the goods. Notification shall mean a substantiated written complaint delivered to the address of the Seller’s registered office listed in the Commercial Register. For duly submitted and justified complaints, the Seller is entitled, at its discretion, to provide a discount on the purchase price, repair, replacement or return of the goods with a refund of the purchase price within a reasonable period of time. A reasonable time for the settlement of complaints shall be set by the Seller with respect to the nature of the defects and the goods. In the event that the Seller is in delay with the repair or replacement delivery of the goods for reasons solely on the Seller’s side, the Buyer is obliged to grant the Seller a reasonable grace period to perform the obligation, but no less than 15 business days. If the repair or replacement delivery of the goods is not made within this additional period, the Buyer is entitled to withdraw from the Contract or to demand a corresponding reduction in the purchase price.

 

9. Warranty, warranty claims

9.1 The Seller provides a warranty for the quality of all delivered products for 24 months from the date of transfer of ownership to the Buyer, unless otherwise specified by the Seller for the respective goods in the Seller’s documents (such as catalogues, product sheets, warranty certificates, etc.). For electronic equipment (e.g. panels, cooling units, fans, fire extinguishing systems, monitoring systems, etc.), the Seller provides a warranty period of 12 months, or a period specified for the respective goods in the Seller’s documents, unless stated otherwise. Either an invoice, delivery note or a receipt issued by the Seller shall serve as a warranty certificate.

9.2 A warranty claim cannot be made under the following circumstances:

• when taking over a damaged shipment from the carrier - in such case, the buyer is obliged to check the shipment thoroughly and in the event of of damage to write a note together with the carrier, analogically to the rules set out in Article 6 hereof;
• the warranty period for the goods has expired before the date of the claim;
• a defect in the goods was caused by improper use of the goods;
• instructions set by the manufacturer or seller were not followed;
• a defect in the goods was caused by unprofessional installation, unprofessional handling, unprofessional operation, unprofessional manipulation or neglect of care;
• the goods have been damaged by the elements.

9.3 In the event that, after the Buyer has taken over the goods, defects in the goods covered by the warranty occur within the warranty period, the Buyer may raise a warranty claim at the Seller’s premises at K Silu 2179, 393 01 Pelhřimov - Lhotka (hereinafter referred to as “the premises”), or by e-mail at reklamace@conteg.cz, without undue delay, but no later than seven days from the discovery of the defect. After this period, the buyer may not raise a warranty claim for the defect and the defect shall cease to be subject to the warranty.  A warranty claim can only be raised at the place of business.

9.4 When making a warranty claim, the Buyer is obliged to deliver the respective goods to the premises at its own expense and risk, together with a cover letter describing the defect and contact details of the Buyer, and an invoice, delivery note or receipt issued by the Seller for the goods. If the above documents are not delivered to the Seller together with the claimed goods, the Seller is entitled to deem the claim as unjustified, reject it and return the goods to the Buyer at the Buyer’s risk and expense.

9.5 The Seller shall decide on the claim without undue delay, but no later than within 60 calendar days from the date of the claim, unless the Seller and the Buyer agree otherwise. For duly submitted and justified warranty claims, the Seller is entitled, at its option, to provide a discount on the purchase price, repair, replacement or return of the goods with a refund of the purchase price. In the event that the Seller is in delay with the repair or replacement delivery of the goods for reasons solely on the Seller’s side, the Buyer is obliged to grant the Seller a reasonable grace period to perform the obligation, but no less than 15 business days. If the repair or replacement delivery of the goods is not made within this additional period, the Buyer is entitled to withdraw from the Contract or to demand a corresponding reduction in the purchase price. 

9.6 If the claim proves to be unjustified and the Seller rejects it, the Buyer is obliged to reimburse the Seller for all costs incurred in association with the unjustified claim, based on the Seller’s invoice of such costs within 5 days from the date of the invoice.

9.7 The Seller shall issue the Buyer with a written confirmation of the date of the claim and its substance. Furthermore, the Seller shall issue the Buyer with a confirmation of the date and manner of settlement of the claim, including confirmation of repair, if any, and the duration of the repair. Should the claim be rejected, the Seller shall provide the Buyer with a written justification for such rejection. The Seller recommends the Buyer to keep such documents for the duration of the warranty period.

9.8 If, after proper settlement of the claim, the Seller returns the goods to the Buyer or provides the Buyer with new goods, the Seller shall invite the Buyer to collect the respective goods. The Buyer is obliged to collect the goods at its own expense and risk within 5 working days from the date of delivery of the notice.

 

10. Governing law, dispute resolution

10.1 The contractual relationship established by the contract concluded between the Seller and the Buyer shall be governed by the law of the Czech Republic. Unless stated otherwise herein or unless it follows from applicable law, the legal relationship between the contracting parties shall be governed by Act No. 89/2012 Coll., the Civil Code.

10.2 The Seller and the Buyer undertake to resolve any disputes that may arise between the contracting parties primarily through out-of-court negotiations.

The Seller and the Buyer agree that the competent court for the resolution of disputes arising out of or in connection with contracts concluded between them, if no amicable solution is reached, shall be the general court of jurisdiction according to Act No. 99/1963 Coll., the Code of Civil Procedure, as amended.

 

The Seller and the Buyer expressly exclude the application of all provisions of the UN Vienna Convention on the International Sale of Goods to their mutual obligations under or in connection with these GTC, except for those provisions of the Convention whose application cannot be excluded.

11. Transition of risk of damage

11.1 The risk of damage to the supplies (goods, services) passes to the Buyer either at the moment of the delivery thereof to the Buyer or at the moment of delivery to the first carrier.

11.2 If the dispatch or receipt of the delivery is delayed at the Buyer’s request or for reasons beyond the Seller’s control, the risk of damage to the deliveries shall pass to the Buyer at the time when the deliveries should have been handed over or dispatched to the Buyer from the Seller’s premises according to the original schedule. From this point on, the deliveries will be stored and insured at the account and risk of the Buyer.

12. Amendments to the General Terms and Conditions

12.1 The Seller reserves the right to amend the GTC with respect to changes in the applicable laws and regulations as well as to reflect updates to the Seller’s business policy. The Seller shall announce such changes and their effectiveness in an appropriate manner no later than one month in advance. Such changes shall apply to business transactions entered into after the validity of newly announced General Terms and Conditions (for this purpose, an announcement may take the form of publication thereof on the Seller’s website at www.conteg.cz. For this reason the Buyer is advised to check the Seller’s website on a monthly basis). The Seller may also make the announcement by email with a link to the relevant website. Should the Buyer disagree with the new wording of the GTC, they may withdraw from the Contract within one month of the announcement; this right of the Buyer shall cease to exist upon expiry of the period of one month from the announcement.

 

13. Force Majeure

A party shall not be liable for damage caused to the other party by a breach of its contractual obligations if the breach is due to an impediment which has arisen independently of the will of the defaulting party and prevents it from delivering on its obligation, if it cannot reasonably be assumed that the defaulting party could have averted or overcome the impediment or its consequences, and, furthermore, that it could have foreseen the impediment at the time of entering into the Contract. A party shall not be liable for any damage so caused only for as long as such impediment continues. For the purposes of this provision, an impediment shall be understood as a force majeure event, in particular, but without limitation, a natural disaster, flood, fire, strike, or other circumstances beyond the control of the parties. Should any such impediment arise, the parties undertake to take all legal steps to ensure that the purpose of their contractual relationship can be fulfilled nonetheless. The parties are obliged to notify each other of relevant force majeure events without delay by fax, telephone or other appropriate means.

13.1 Operational failures, delivery delays or failures on the part of subcontractors, shortages of energy or raw materials, transport failures, if such events cannot be foreseen, as well as strikes, lockouts, official procedures and force majeure events shall, for the duration of the impediment and within its scope, release the affected party from the obligation t