Definitions
For the purpose of these terms and conditions:
“the Company” shall mean Ben Vedere, s.r.o.;
“the Purchaser” shall mean the party who buys or agrees to buy the Goods;
“the Goods” shall mean the items supplied by the Company, including its own products and those supplied by the Company as an agent or distributor.
Offer and Acceptance
Except where these conditions are varied under Condition 3 hereof all contracts whether oral or in writing for the supply of Goods are entered into by the Company only upon these conditions of sale in addition to any further express terms agreed by the parties and no contract shall be deemed to have been concluded between the Company and the Purchaser unless and until the Purchaser has accepted these conditions either expressly or by necessary implication.
Variation
No variation of or additions to these conditions shall be effective unless in writing and signed for and on behalf of the Company. Such written variation shall take precedence over any conflicting terms contained herein.
Price
The contract price of the Goods is based upon the cost to the Company at the date of its quotation of items, materials, labor, import duties and all other expenses and of conforming to any statutory regulation or requirements as may be in force and upon the exchange rates at the date of its quotation for items, materials and all other expenses paid for in foreign currency. The Company reserves the right unilaterally to vary the pricesof the Goods to take account of any upward variation in the aforesaid costs between the date of the quotation and the date of delivery.Unless expressly stated the contract price of Goods will be at the expense of the Purchaser.
Representations
Any technical descriptions or other matter of whatever kind contained in any literature or advertisement published by the Company or on behalf of the Company by its agent shall not be deemed to be and shall not constitute any representation or warranty of any kind whatsoever in relation to the Goods or any part thereof.
Trademarks
The Purchaser shall ensure that any trademarks or other words or marks affixed to or used in relation to the Goods are not obliterated, obscured or omitted without the Company’s written consent.
The Purchaser shall not add, affix or use any additional words or marks to or in relation to the Goods without the Company’s written consent.
Copyright
All drawings, specifications, literature and any other materials prepared by or on behalf of the Company and the copyright therein or in any part thereof is the property of the Company. No part of any such drawing, specification or literature shall be reproduced without prior written consent of the Company.
Copyright Indemnity
Insofar as the Company manufactures or supplies any Goods in accordance with any specification drawing or design provided by or on behalf of the Purchaser and the Goods or their said manufacture or supply constitute any infringement of any patent or copyright the property of any person then the Purchaser shall indemnify and keep the Company indemnified against any claim, damage, loss or expenses made against or suffered by it arising out of or in connection with such infringement.
Delivery/Collection
Time and dates of delivery shall not be of the essence of this terms and conditions.
Subject to (a) above the Company shall deliver Goods to the site or such other place by such date for delivery as agreed by the parties.
If the contract provides for the Goods to be collected by or on behalf of the Purchaser the Company shall give the Purchaser notice of the date when and the place where the Goods will be ready for collection and delivery shall be deemed to take place upon the date and at the place so notified.
Without prejudice to the foregoing if the Purchaser fails to collect the Goods from the Company’s premises within 14 days after receiving notification from the Company that the same are ready for collection then any loss or damage to or deterioration in the Goods thereafter shall be at the sole risk of the Purchaser who shall further reimburse the Company any extra expense or cost incurred by it in consequence of such failure together with a reasonable charge in respect of storage and insurance of the Goods from the date upon which they should have been collected until the date of actual collection. The Company may issue an invoice for the Goods on the date upon which the Goods should have been collected and payment of such invoice shall be due.
Should the contractual delivery date be delayed or postponed at the Purchaser’s request or the Purchaser otherwise fails to take delivery on the due date for delivery the Company may issue an invoice for the Goods as if such delivery date had not been delayed or postponed and payment of such invoice shall be due. In such case the Goods shall be deemed for all purposes (including warranty) as being delivered by the Company to the Purchaser on the date originally agreed for delivery and any loss or damage to or deterioration in the Goods thereafter shall be at the sole risk of the Purchaser who shall further reimburse the Company any extra expense or cost incurred by it in consequence of such failure together with a reasonable charge in respect of the storage and insurance of the Goods from the date originally agreed for delivery until the date of actual delivery.
If within 28 days of receipt by the Purchaser of notice from the Company that the Goods have been dispatched no part thereof has been received by the Purchaser then the latter shall immediately advise the Company and confirm the same to the Company within 3 days thereafter otherwise the Company will accept no responsibility for any loss of the Goods.
Risk
All risks in the Goods in production or on deliverytakes the Company.
Title
Goods supplied by the Company shall remain the sole and absolute property of the Company until such time as: the Goods have been paid for in full; andall other monies due to the Company from the Purchaser have been paid to the Company but shall be at the Purchaser’s risk from the time of delivery to it and the Purchaser shall:until the Goods are paid for or returned to the Company be responsible for and adequately insure the Goods in the name of and for the benefit of the Company against loss or damage arising from any cause whatsoever in their full replacement value and shall produce to the Company on demand the policies of such insurance and the receipts for the premiums paid thereon.
Keep the Goods separate from all property of other persons in an area set aside for such purpose and stored in accordance with recommendations made from time to time by the Company;at all times keep a separate account of the Goods and supply to the Company upon request full details of the Goods or any part thereof including details of any part of the Goods which has been utilized or sold by the Purchaser, its servants or agents;hold the entire proceeds of sale of the Goods or any part thereof which are used or sold by the Purchaser in trust for the Company.
Payment
Unless otherwise provided for in the contract the Purchaser shall pay the contract price of the Goods and any other costs, charges or expenses provided for by these conditions forthwith upon delivery of the Goods, or for approved credit accounts with the Company within 14 days from the date of the invoice. Any payment not settled by the end of the month following the month in which delivery is made will be liable to a surcharge of 2% of the invoice value for every month in which the payment is overdue.
The Purchaser shall not be entitled to make deduction from any amount due to the Company in respect of any set-off or counter-claim unless both the validity and the amount thereof have been expressly admitted in writing by the Company.
Without prejudice to any other rights, failure to pay the contract price of the Goods or part thereof or other monies payable by the Purchaser to the Company will also entitle the Company at its sole discretion either to refuse to make delivery of any further goods agreed to be supplied or to cancel any contract to which these conditions apply, either in whole or in part, by notice in writing to the Purchaser and without incurring any liability to the Purchaser for any loss caused by such delay or cancellation.
The contract price of the Goods and other monies payable by the Purchaser to the Company shall become immediately due and payable in the event that the Purchaser goes into liquidation or administration or a receiver of its assets or any part thereof is appointed or any petition is presented for its winding-up or it enters into any scheme of arrangements with its creditors.
All amounts payable to the Company are payable in dollars or euros unless otherwise agreed by the Company.
Cancellation
No order which has been placed with the Company may be cancelled by the Purchaser except with the agreement, in writing, of the Company and on terms that the Purchaser shall indemnify the Company in full against all loss, costs (including the cost of all labor and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
Warranty
The Company warrants the Goods against defective material or workmanship for a period of 24 months from the date on which the Goods are ready for delivery or the date of invoice whichever is the earlier.
Subject as hereinafter set out the Company will repair or replace as it shall in its sole discretion think fit any part of the Goods which has been supplied by it which proves to be defective within a period of 24 months from the date on which the Goods are ready for delivery or the date of invoice whichever is the earlier.
The Company shall not be liable to repair or replace any part of the Goods unless and until it is satisfied that the Goods have since delivery been used, installed, operated and maintained in accordance with good practice and/or any instructions or advice given by the Company.
Further the Company shall incur no liability unless the Purchaser returns any defective Goods within 21 days of any defect becoming patent and unless the Purchaser provides the Company promptly with all information concerning the Goods, such defect and the use, installation, operation, maintenance and storage thereof since their delivery as the Company may reasonably require.
Indemnity
The Purchaser shall indemnify the Company in respect of any loss, injury, damage expense or claim of whatsoever nature and howsoever arising out of the contract or the Goods or their storage, installation, use, operation or maintenance save where the same is caused solely by the negligence of the Company.
Determination
If the Company is prevented from performing the contract by any cause beyond its control whatsoever and wheresoever arising then it may by notice in writing to the Purchaser determine this contract and upon receipt thereof by the Purchaser the same shall forthwith determine. In such event the Purchaser shall pay to the Company all reasonable costs incurred by it up to the date of the said notice and about its partial and/or attempted performance of its obligations hereunder but subject thereto neither the Company nor the Purchaser shall be under any other liability to the other in connection with the contract.
Severability
Insofar as any provision of this contract or any part thereof shall be found or deemed void, voidable, invalid, ineffective or unenforceable, such defect shall not affect the remainder of the contract which shall be construed as if the defective part or parts had been excluded therefrom at the time when the contract was entered into.
Governing Law
The contract shall be governed by Czech Law and shall be construed in all respects as an English contract.
Statutory Rights
Nothing in these conditions shall effect the statutory rights of any person dealing with the Company.