Scope of validity and application of the General Terms and Conditions
1. Clearmont, spol. s r.o., with its registered office in Ostrava - Kunčičky, Bořivojova 127/20, Postal Code 718 00, registered in the Commercial Register at the Regional Commercial Court in Ostrava - Section C, Insert 21830, ID No.: 25850717, telephone number +420 596 621 745, e-mail address for electronic mail delivery kovani@clearmont.cz, mailbox ID vtfv3if, issues these General Terms and Conditions.
2. These General Terms and Conditions for the supply of goods (hereinafter referred to as GTC or conditions) govern all relations concluded between Clearmont, spol. s r.o., (hereinafter referred to as the Seller or Supplier) and the other party (hereinafter referred to as the Buyer or Customer), where the subject of supply is building hardware.
3. Building fittings are products (hereinafter also referred to as goods), where the individual types are specified in Annex 1 of these GTC, where the main characteristics of these goods are also specified in their descriptions.
4. All relations, in particular contractual relations, are governed by the law of the Czech Republic and in particular by the Civil Code, i.e. Act No. 89/2012 Coll., Civil Code, as amended.
5. These GTC are the basic terms and conditions of sale of goods by the Seller and, insofar as they deviate from the dispositive legal norms of the applicable legal system of the Czech Republic, they take precedence over these norms. If a specific provision of a purchase or other contract deviates from these GTC, such provision shall prevail over these GTC.
6. These GTC are always an integral part of the contract between the Seller and the Buyer, regardless of the manner of its conclusion. The Buyer is obliged to familiarize himself with these Terms and Conditions before placing a binding order. By submitting a binding order, the Buyer confirms that he/she is fully acquainted with these GTC and fully accepts their wording. Any different terms and conditions of the Buyer shall only be valid if the Seller has expressly agreed in writing prior to the conclusion of the specific contractual relationship.
7. Whenever the Seller mentions the sale or delivery of goods, these GTC shall apply.
Price inquiries and offers for goods
If the Buyer only makes an enquiry about the Goods and their price, he may do so by written email or personal verbal enquiry. On the basis of such an enquiry, the Seller shall prepare a price offer for the Buyer, the contents of which shall include in particular the specific designation of the goods, the quantity and the proposed price of each type of goods or the total price.
The validity of the quotation shall be 30 days from the date of its issue.
The quotation shall be sent to the Buyer either by e-mail or in a PDF document as an attachment to an e-mail message.
Conclusion of the contract
1. Individual, especially purchase contracts are concluded on the basis of a written, e-mail or personal verbal order of the buyer. Letters are delivered to the address of the Seller's registered office. Electronic orders are delivered to the following e-mail address: kovani@clearmont.cz
2. The Buyer's binding order must contain at least the following:
- the name, surname, place of residence and, if applicable, the date of birth of the Buyer, if he is not an entrepreneur and is acting as a consumer
- the trade name, registered office or place of business of the buyer - entrepreneur
- the business identification number (VAT number, if registered as a VAT payer) of the entrepreneur
- the contact details of the buyer, the name of the person who is authorised to act for the buyer, if different from the statutory body of the entrepreneur or the buyer himself
- the exact designation of the goods requested, which clearly identifies the subject of the order as stated in the seller's price list or in the price offer sent
- the price of the goods
- the exact quantity of the individual items and types of goods requested
- the exact place of delivery and the proposed date of delivery of the goods
- the method of transport and the form of payment of the purchase price of the goods
- a statement by the Buyer that he/she is fully acquainted with these GTC and fully accepts their wording
- the date and place of the order and, in the case of a written order, the legible signature of the Buyer or the Buyer's authorised representative
3. the Buyer shall bear all responsibility and be bound by any order issued and signed by a person unauthorised to act for the Buyer/Customer.
4. On the basis of the Buyer's order, fulfilling the above-mentioned requirements, and in the case of availability of the required goods and subject to the possibility of compliance with other requirements specified in the order (in particular the place and time of delivery), the Seller shall issue an order confirmation or proforma invoice to the Buyer and send it by e-mail to the Buyer, unless otherwise agreed by the parties in a particular case.
5. At the moment of sending the order confirmation or proforma invoice, the purchase contract is concluded.
6. If the Seller is not able to perform according to the Buyer's order, e.g. is not able to accept all types of goods required, quantity, delivery date, etc., he is obliged to communicate this fact to the Buyer within 3 working days of receipt of the order and at the same time propose to the Buyer other options, or terms of delivery of goods. In this case, the Buyer is entitled to reject the proposed change within 3 working days of receipt of the Seller's expression of intent, which contains changes, other than the Buyer's order.
7. Confirmation of an order by the Seller with an amendment or variation which does not materially alter the terms of the original order shall constitute acceptance of the order and the contract shall be concluded as modified by such amendments and variations.
8. Upon conclusion of the contract, the Seller shall deliver the goods to the Buyer in accordance with the contract within the agreed time and quantity and in the usual quality.
9. The Buyer acknowledges that any order made by him shall be binding, including the date of collection confirmed by the Seller. Goods must be taken in the quantity ordered and such goods must be paid for in accordance with the agreed terms.
10. The Buyer undertakes to accept the ordered goods and further undertakes to pay properly and on time.
Prices
1. The purchase price is set in the order confirmation and is based on the Seller's price list valid at the time of the order acceptance or on the date of processing the offer for the Buyer. VAT shall always be added to the prices stated in the price list at the rate currently in force on the date of issue of the tax document.
2. In the event of a change in the VAT rate or the introduction of other forms of taxation, the Seller is entitled to change the price of the order by the changed VAT rate or other taxation.
3. The price of the goods does not include packing, shipping costs.
4. The prices of the goods include the cost of packaging of the goods, in the case of packaging commonly used by the seller and packaging of the goods according to custom. The Seller reserves the right to increase the price of the goods by the packing fee, in case of atypical packaging, which is not normally used for the packaging of specific goods, or other packaging that is expressly requested by the Buyer.
5. In case of announced promotional prices, only and only the price stated in the promotion and on the date of the promotion shall apply, without any additional discounts.
Payment terms and method of payment for goods
1. The buyer is obliged to pay the full price of the order, including VAT, packing and transport before loading the goods for transport. The Seller shall issue a proforma invoice - advance invoice, which the Buyer shall pay in full within its due date.
2. It can also be agreed to pay in cash at the Seller's cash desk, or cashless - by credit card at the Seller's office, or in cash directly at the Buyer's office, in the hands of the Seller's employee, upon actual collection of the goods.
3. The Buyer is also entitled to pay the price of the goods in cash, cash on delivery upon handover of the goods from the shipping company.
4. By express agreement of the parties, the Seller is entitled to deliver the goods to the Buyer without prior payment of the price. In this case, the Seller shall issue an invoice upon delivery of the goods to the Buyer and the invoice shall be forwarded to the Buyer together with the goods. In case of doubt, the Buyer shall be deemed to have received the invoice no later than the date on which the goods are actually delivered to him. The invoice issued shall also serve as a delivery note and prove delivery of the goods to the buyer, in the case of a shipment it shall confirm its dispatch.
5. In the event of non-compliance with the due date of the invoice, the Buyer undertakes to pay the Seller contractual default interest of 0.3% of the invoiced amount for each day of delay.
6. The goods shall be the property of the Seller until the invoiced amount is paid in full, including any contractual default interest. Upon payment of the full amount, title shall pass to the buyer.
7. In the event of non-payment of the invoice within the due date, the goods may be withdrawn. The buyer undertakes to allow the seller's employees to remove the goods. The Buyer's obligation to pay interest on late payment or damages as well as other costs associated with the removal of the goods and withdrawal from the contract shall not be affected. The date of payment shall be deemed to be the date on which the funds are credited to the Seller's bank account.
Reservation of ownership
1. The seller reserves the right of ownership to the delivered goods until the moment of full payment. Until the transfer of ownership to the buyer, the buyer undertakes to immediately inform the seller in the event that the delivered goods will be pledged to a third party or will be subjected to any action by a third party.
2. In the event that the delivered goods are processed, incorporated, combined with objects that are not the property of the seller, the seller acquires co-ownership of the new object in proportion to the objective value of the delivered goods (individual object) in relation to other processed objects at the time of their processing. If things are combined and the buyer's thing is perceived as the main thing, then for this case it is agreed that the seller acquires co-ownership of the main thing proportionally from the buyer. The buyer is obliged to transfer to the seller the claims (by assignment of rights) that arise against third parties as a result of the connection of the goods with real estate or property of a third party.
3. The buyer is obliged to take all necessary measures at his own expense to prevent damage or loss of the goods delivered by the seller. Any damages incurred by the buyer as a result of non-compliance with this obligation shall be borne by the buyer.
4. In the event that the buyer acts on the order or as an intermediary, he assumes full responsibility for the consequences of the seller's reservation of ownership rights, which are stated in this article. And at the same time, he is obliged to inform the customer or the final acquirer about the reservation of the seller's ownership right.
5. In the event that the goods are threatened or seized by a third party, the buyer is obliged to immediately inform the seller and at the same time do everything in accordance with legal regulations to ensure the protection of the seller's property rights. The reservation of ownership also applies to deliveries abroad.
6. If the reservation of ownership contradicts the legal order of the foreign partner (customer) of the buyer and is therefore ineffective, the seller is entitled to exercise in accordance with the legal regulations and with regard to the subject of the claim in his favor all rights that are similar to the right of reservation of ownership rights to the goods to the extent of their claim. The buyer is obliged to participate in all legal proceedings leading to the protection of the seller's property rights or to negotiate comparable rights.
Deadline and delivery conditions
1. Unless otherwise agreed, or personal collection of the goods will not be agreed, the seller will send the goods to the buyer via a transport service or postal service.
2. The seller's obligation to deliver the goods is fulfilled by handing them over to the first carrier (if the parties have agreed that the seller should send the item) or by the signature of the buyer or a person authorized by the buyer on the delivery note. If the goods are to be taken over by a person(s) authorized by the buyer, the buyer shall inform the seller, by the agreed means of communication, of the name, surname and other identification data of this person(s) before the date of delivery of the goods.
3. Upon delivery of the goods, the risk of damage to the goods is transferred from the seller to the buyer, but the buyer acquires ownership only after full payment of the purchase price.
4. If it is agreed in the contract that the goods will be taken over at the seller's warehouse or establishment, then the buyer is obliged to take over the goods no later than 3 days during the working hours of the warehouse or establishment, after receiving a notification that the goods are ready for collection. The notification will be made by the seller in the manner agreed upon for communication. The buyer will check the quantity and quality of the delivered goods (in terms of obvious defects) before taking over the goods.
5. If the seller delivers the goods via a transport service (or postal service), the buyer is obliged to take over the ordered goods and is also obliged to carry out a quantitative and qualitative inspection of the goods (in terms of obvious defects) at the place of delivery of the goods when taking them over. All risk of damage, theft or loss of the goods passes to the buyer at the moment of acceptance of the goods.
6. The buyer is obliged to check the delivered shipment whether it was visibly damaged during transport. If such damage is detected, a complaint protocol must be drawn up with the participation of the carrier or delivery person. If at the time of receipt of the shipment its condition did not give rise to any reservations, it was not visibly damaged, and the damage to the goods or the incompleteness of the delivery of the goods was discovered only after its receipt, the seller must be demonstrably informed of this immediately, at the latest within 7 (seven) days from the receipt of the goods. After the expiration of this period, the delivery of the goods is considered to be faultless and delivered without the buyer's reservations.
7. If the buyer does not pick up or take over the goods within 3 days after receiving the notification about the possibility of taking over the goods, the risk of damage to the goods passes from the seller to the buyer from the 4th day and the buyer is in default from that day. The seller is entitled to give the buyer a reasonable additional period, usually 10 days, to pick up or take over the goods. However, the buyer is obliged to pay the seller from the 4th day after receiving the notification that the goods are ready for collection, storage and insurance costs, at a flat rate of 1% of the total value of the order of goods for each day of delay in acceptance or collection goods.
8. If the buyer does not take over the ordered goods on time, the seller is entitled to withdraw from the contract at his discretion after 25 days from the date of the confirmed delivery date. In such a case, the seller is entitled to demand payment of the incurred costs and lost profit from the buyer.
9. The costs associated with taking over the item are borne by the buyer.
10. The agreed delivery periods apply on the condition that the buyer is not in arrears with the payment of his due obligations to the seller. Otherwise, the agreed delivery period will start to run only from the date of fulfillment of the buyer's obligation, i.e. from the date of payment of all due obligations to the seller. Non-compliance with the delivery deadline by the seller also applies to cases where the buyer is limited in his ability to repay his obligations, or when the seller obtains information about the deterioration of the buyer's payment or financial situation. In such cases, the seller is entitled to suspend the performance of the contract, as well as to suspend the processing of confirmed orders. In these cases, the seller is also entitled to refuse delivery of the goods.
11. The buyer acknowledges that the delivery period may change due to force majeure or as a result of a market failure and the unavailability of stock of goods (including raw materials, components, services). In such a case, the seller's liability related to delivery delays is excluded. However, the seller is obliged to inform the buyer about the delay in the delivery of the goods and the reasons for this delay. The buyer is entitled to withdraw from the contract in such a case.
12. Delivery of the ordered goods in parts is possible upon agreement with the buyer.
13. The goods are issued to the buyer based on the delivery note. By signing the delivery note by both parties without reservation, it is considered that the goods were delivered in the quantity stated in the delivery note and the shipment has no obvious defects.
Rights from defective performance
1. A defect in a thing means that the thing does not have the agreed or legitimately expected properties, is not suitable for the usual or agreed purpose, is not in the appropriate quantity, quality and design, or does not meet the requirements of legal regulations. The performance of another thing is also considered a defect. Defects in the documents necessary for the use of the item are also considered a defect.
2. The buyer's right from defective performance is based on a defect that the goods (item) has when the risk of damage passes to the buyer, even if it becomes apparent only later. The buyer's right is also based on a defect that arose later, which the seller caused by breaching his obligation.
3. The buyer has no rights from defective performance, if it is a defect that he had to have known with the usual attention when concluding the contract. If possible, the buyer inspects the goods (item) as soon as possible after the risk of damage to the item has passed and makes sure of the properties, quantity and apparent non-damage of the goods. The buyer will inspect the delivered goods no later than 10 days from the day of receipt of the goods. If the buyer does not demonstrably notify the seller of a defect in the shipment within 12 days from the day of taking over the goods (or from the day when he was obliged to take over the goods), it is considered that the goods were delivered in the quantity stated in the delivery note, undamaged and with the properties that the goods are supposed to have , without obvious defects.
4. The seller is not responsible for defects in the goods that were caused in particular by inappropriate, incorrect use, incorrect processing, incorrect assembly, exposure to aggressive environmental factors or storage, after the risk of damage to the goods has passed or if the origin of the defects depends on circumstances that could not be averted.
5. As soon as the buyer discovers a defect, he is obliged to point it out without undue delay. The buyer is obliged to point out a defect in the goods (complaint) in writing, and at the same time he is obliged to describe the defect (or document it with photos) and hand the defective goods back to the seller, or according to the seller's instructions, keep the item, or dispose of it in another appropriate way so that the defect can be reviewed. Along with pointing out the defect, the buyer informs the seller of the method of processing the claim, i.e. which right from defective performance you have chosen. Rights from defective performance are regulated in particular by Section 2106 et seq. of the Civil Code, as amended.
6. The buyer is obliged to allow the seller to inspect the goods, which are the subject of the complaint, and is obliged to keep the original packaging to be used for the return transport of the goods. In case of destruction of the original packaging, the buyer will ensure proper packaging of the goods for transport.
7. In order to preserve the buyer's rights, it is enough to send a report about the detected defects and how these defects manifest themselves in time.
8. If the buyer has justly complained to the seller about a defect, the period for complaining about the defect does not run for the period during which the buyer cannot use the defective object.
9. The seller will confirm acceptance of the claim and the return of the goods to the buyer without undue delay. The seller undertakes to inform the buyer about the method of processing the claim within 14 days of receiving a properly made complaint.
10. If the complaint is accepted, the seller will remove the detected and recognized defect free of charge and without undue delay, by delivering the missing goods or by supplying replacement goods for the defective goods. If it is not possible to immediately remove the defect or deliver replacement goods, the seller will do so as soon as possible. The seller will inform the buyer about this deadline.
11. The seller is not obliged to comply with the claim if he proves that the buyer knew about the defect when taking over the goods or caused it himself, or if it is a defect that the buyer had to know or find out with the usual care.
12. The seller does not provide after-sales service for the delivered goods.
Withdrawal from the contract, cancellation of the obligation
1. If the buyer is a consumer (hereinafter referred to as a consumer), he is entitled to withdraw from a contract concluded by distance method or from a contract concluded outside the seller's business premises within a period of 14 days. This period ends after 14 days from the day when the buyer-consumer or a third party designated by him other than the carrier takes over the goods, or the last piece of goods, if the consumer orders several pieces of goods that are delivered separately in one order, or the last item or part of the delivery of goods consisting of several items or parts, or the first delivery of goods, if the contract stipulates regular delivery of goods for an agreed period.
2. The consumer is entitled to withdraw from the contract without giving a reason. The consumer can withdraw from the contract by any clear statement made to the seller. A sample form for the option to withdraw from the contract is provided in the appendix to these GTC.
3. If the consumer withdraws from the contract, he shall send or hand over to the seller without undue delay, no later than 14 days from the withdrawal from the contract, the goods he received from him, unless the entrepreneur has demonstrably offered him to pick up the goods himself. This period is preserved if the consumer sends the goods before it expires.
4. If the consumer withdraws from the contract, he is obliged to bear the costs associated with returning the goods. The consumer returns the goods by the usual postal route.
5. If the consumer withdraws from the contract, the seller is not obliged to return the received funds to the consumer before he receives the goods, or until the consumer proves to him that he has sent the goods back - whichever occurs first.
6. The buyer, who is not a consumer, is entitled to cancel his commitment (his order) under the conditions stated below.
7. Cancellation of the contract, binding order must be demonstrably notified to the seller in writing.
8. In the event of cancellation of a contract or a binding order by a buyer who is not a consumer, the buyer undertakes, in accordance with Section 1992 of the Civil Code, to pay the seller a termination fee (cancellation) in the amount of 30% of the price of the ordered goods, as well as all costs incurred by the seller. In such a case, the buyer bears in particular the costs associated with returning the goods, i.e. postage costs, transport costs, if the parcel was delivered other than by post. The buyer is obliged to pay this above-agreed severance fee within 30 days of the cancellation of the obligation. The buyer is obliged to pay the costs charged to the buyer in connection with the cancellation of the obligation to the seller within 15 days from the date of receipt of the cost statement.
Other provisions
1. The buyer undertakes to immediately notify the seller of any changes regarding his business license, tax obligations (in particular change of VAT number and tax administrator), his valid account and bank connection and the occurrence of insolvency.
2. If the buyer refuses or fails to deliver a document or shipment from the seller, it is considered to have been delivered on the day of this refusal or failure.
3. The buyer cannot transfer his rights and obligations arising from this contract to a third party without the prior consent of the seller, as well as suspend his rights, claims and claims arising from the contract.
4. The seller declares that all personal data of the buyer are confidential and will only be used to fulfill the contract with the buyer. The seller proceeds in such a way that the buyer does not suffer damage to his rights, and also takes care to protect against unauthorized interference in the private life of the buyer. All personal data that is provided voluntarily by the buyer to the seller is processed for the purpose of fulfilling the order, fulfilling the contractual relationship, or for the purpose of the legitimate interest of the seller (e.g. conducting a dispute from the contractual relationship). They are collected, processed and stored in accordance with applicable legal regulations governing the protection of personal data, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27/04/2016, effective from 25/05/2018, as amended. The concluded contract is archived by the seller for the period determined by the relevant legal regulations and is not accessible to third parties.
5. Information on the out-of-court settlement of consumer disputes: the consumer is further informed that the materially competent entity for the out-of-court settlement of consumer disputes is the Czech Trade Inspection Authority (ČOI) with its registered office at Štěpánská 567/15, 120 00 Prague 2, IČ: 00020869. Internet address of this entity is www.coi.cz. The procedural rules for conducting such an out-of-court dispute are listed on the ČOI website, namely at: www.adr.coi.cz.
6. If it is not possible to resolve the dispute amicably, any of the contracting parties may file a claim with the competent court, which has its seat in Ostrava. For disputes regarding the rights and obligations arising from this contract, the participants agree to the jurisdiction of the District Court in Ostrava or the Regional Court in Ostrava, depending on the substantive jurisdiction of the court. This arrangement is an express agreement of the contracting parties on the local jurisdiction of the materially competent court, in accordance with the generally binding legal regulations of the Czech Republic, especially the Code of Civil Procedure as amended.
7. The parties to the contract declare that they are fully competent and authorized to conclude the contract and to assume and bear the obligations, rights and obligations established by the contract, that they have read these GTC and that their content corresponds to their true, free and consistent will, that they are not entering into the contract under duress or under otherwise disadvantageous conditions and are free from error.
8. The contract is concluded in the Czech language. If a translation of the text of the contract is required for the consumer, it applies that in the event of a dispute over the interpretation of terms, the interpretation of the contract in the Czech language applies.
9. These General Terms and Conditions for the supply of goods are effective from 1 April 2023.