1. INTRODUCTORY PROVISIONS
The present Trade Conditions specify the conditions of the implementation of the delivery of goods – advertising and gift articles (hereinafter referred to as the “Commodity” only) and associated services (e.g. marking of the Commodity, and the like; hereinafter referred to as the “Services” only), or just services as such by the company iMi Partner, a.s., with the registered office at Dusíkova 3, Brno, Company Registration No.: 253 08 033, hereinafter referred to as the “Seller” only.
These Trade Conditions apply to any agreements entered into between the Seller and the Buyer in their business activities. By any reference to the present Trade Conditions made in placing an order or any other proposals (or counter proposals) for entering into purchase agreement the Buyer confirms to act as an entrepreneur in its business activity.
If the Buyer refers to the present Trade Conditions, orders the Commodity or Services by means of the e-shop of the Seller it applies that the Buyer refers to the wording effective the day when it placed the order. If the Buyer refers to the present Trade Conditions, orders the Commodity or Services in a different manner, e.g. by an order sent via electronic mail or in a written order delivered by any provider of post services is applies that the Buyer refers to the wording effective the day when the order was demonstrably sent by the Buyer.
The condition of familiarisation with the present Trade Conditions pursuant to the provision of § 1799 of Act No. 89/2012 Coll., Civil Code (hereinafter referred to as the “Act“ only) is satisfied:
- if the Buyer orders the Commodity or Services by means of the Seller's e-shop when the Buyer is always automatically directed to the text of the Trade Conditions prior to placing of the order that contains a clause referring to the Trade Conditions
- if the Buyer orders the Commodity or Services in another manner, it is explicitly notified prior to the order confirmation or issue of an agreement by the Seller of the existence and meaning of the clause referring to the Trade Conditions.
2. APPLICATION OF TRADE CONDITIONS
The present Trade Conditions defined for the purpose of the provision § 1751 of the Act state as follows:
a) further content of the orders of the Buyer or any other proposals (or counter proposals) for the conclusion of the purchase agreements of the Seller or Buyer relating to the delivery of the Commodity or Services by the Seller (hereinafter referred to as the "Contractual act" only) as long as the party that submits the proposal or counter proposal refers to these Trade Conditions (no matter of such reference is explicit, or the consent can be implied from the circumstances)
b) further content of purchase agreements relating to the delivery of the Commodity or Services that these Trade Conditions refer to the extent to which any Contractual act (as per par. a) above, or any purchase agreement or another related agreements (as per par. b) above) do not contain any deviating adjustment (e.g. a different price, due term, delivery term, specific payment method of purchase price, etc.), since such deviating arrangements take precedence over the wording of the present Trade Conditions.
These Trade Conditions further specify certain rules for placing orders (Art. 3 first paragraph).
For the purposes of the present Trade Conditions purchase agreement means not only an agreement for purchase of the Commodity (with potential provision of Services) but also an agreement for provision of separate services (the “Services” hereinafter).
3. ORDER AND ORDER CONFIRMATION
The Buyer shall order the Commodity either electronically or in written, whilst the order shall state a code designation of the Commodity as per the Seller's specification (hereinafter referred to as the “Commodity code” only), name of the Commodity, number of units ordered, and the price (as advised in the paragraph PRICE). In placing orders the Buyer shall be represented only by a person authorised to do so whilst the Seller has the right to consider such person an authorised person that usually places the orders. If the Buyer orders the Commodity including the Print or another marking (hereinafter referred collectively to as the “Print” only), or of the Buyer orders only the Print itself, it undertakes to deliver to the Seller together with the order also the graphic materials for the Print (which shall clearly state the desired technology of the Print, as well as the graphic form, colours and dimensions). If approved, the Seller shall confirm the order electronically, in written or by direct delivery of the Commodity to the Buyer. The minimum value of the order is CZK 5,000 (VAT excluded, excluded any dispatch fees or freight costs, recycling charges or author's fees). Orders of lower value shall not be accepted.
If the Seller submits a counter proposal to the Buyer within two business days following the acceptance of an order (provided that the Seller receives the order on a business days after 16:00 within three business days) which only differs from the order in the delivery term (terms), and the Buyer does not refuse it within one business day following the receipt of it, it shall apply that the Buyer agrees to that counter proposal, and the first purchase agreement is entered into.
If the Buyer orders Print, the Seller shall send (if the order is OK) a graphic design of the desired Print of the Commodity on a special form “Print correction” without an unreasonable delay following the receipt of the order. If the Buyer agrees, it shall send a confirmed form back to the Seller within as short term as possible. Otherwise the Buyer shall send its comments promptly to the Seller.
The prices stated for every Commodity in the offer of the Seller shall apply, as advised on the Seller's website. These prices are VAT excluded. The prices stated on http://www.imi.cz/sluzby/ shall apply to the Services.
The Seller is authorised to modify the prices of the Commodity anytime but never retrospectively.
The prices stated for individual Commodity in the Seller's offer on the Seller's website are franco storage at the Seller's registered office (Brno, Dusíkova 3). The Buyer shall reimburse the Seller for the delivery of the Commodity to a place different than to the above warehouse:
if the place of delivery lies in the territory of the city of Brno, or if the place of delivery is the Seller's warehouse in Prague, Ostrava or Pilsen, a lump sum - dispatch fee the amount of which (VAT excl.) is 1% of the price of the Commodity to the given place of delivery, however CZK 120 at least; if to another place of delivery, the actual freight costs of the Commodity from the warehouse at the Seller's registered office to the place of delivery. Upon the Buyer's request the Seller shall notify the Buyer in advance of the amount of these costs.
For the purposes of the dispatch fee calculation, the price of the Commodity is just the purchase price of the Commodity itself, VAT excluded, i.e. excluding the price of the Services, excluding recycling fees and author's fees. If only Services are provided the price of the Services is the basis (VAT excluded) provided in connection with the delivered Commodity.
If it is clear from the website of the Seller (section http://www.imi.cz/soubory-ke-stazeni/), that the Seller charges the recycling fee separately from the price of the Commodity (these are costs on take-back, processing and removal of electrical appliances launched on the market by August 13, 2005 - PHE), the Buyer shall reimburse the Seller for that fee besides the purchase price of the Commodity in the amount stated by the Seller, published in the aforementioned section http://www.imi.cz/soubory-ke-stazeni/ at the time when the purchase agreement is entered into.
If the law requires the Seller to pay the author's fee to the collective copyright administrator and administrator of rights associated with the copyright in connection with trading (e.g. import, acceptance) of the Commodity that is the subject of the purchase agreement between the Seller and the Buyer, the Buyer shall reimburse the Seller for that fee in addition to the purchase price of the Commodity in an amount stated in the generally binding legal regulation in which the Seller is obliged to pay it to the collective administrator. The Seller publishes the amount of these fees and types of Commodity which the Seller is obliged to pay for to the collective administrator on its website in the section http://www.imi.cz/soubory-ke-stazeni/.
5. DELIVERY TERMS
Delivery of Commodity takes place as follows:
- if the place of delivery is any of the Seller's warehouses, by the Seller allowing the Buyer to handle the Commodity in the respective warehouse
- if the place of delivery is different, by handover for transport to that place to the agreed carrier (if no carrier is agreed, then to a carrier specified by the Seller or - as per the Seller's discretion – by transporting the Commodity to that place by the Buyer).
The above clause applies similarly to the provision of Services as such (e.g. Print of the Buyer's Commodity); in that case the Commodity as per the above clause is a commodity that the Services are associated with.
The delivery term is between 2 to 4 weeks following entering into the purchase agreement for the Commodity without the Print, and between 3 to 5 weeks for the correction of the Print for the Commodity with the Print, or for the Services as such. However, the above delivery term or another delivery term, if agreed, shall not apply if the Seller does not have the Commodity on stock (at relevant time – i.e. so that it is able to deliver it to the Buyer on time), and even the Seller's supplier that usually supplies it does not have it on stock (Commodity on stock means a commodity in required quantity that the Seller or supplier can dispose of freely – i.e. that is not sold out, promised, etc.). In that case, the Seller is obliged to notify the Buyer of this situation, and the Buyer is entitled to withdraw from the purchase agreement.
Together with the delivery of the Commodity the Buyer shall receive the delivery note.
In the event that the Seller delivers an excessive quantity of the Commodity than the quantity agreed the Buyer is entitled to refuse the Commodity, accept it in part, or in full. If the Seller delivers different Commodity than the Commodity that was agreed to, or Commodity featuring different properties, the Buyer is entitled to refuse the Commodity.
The right to refuse the Commodity can e exercised by the Buyer directly on the Commodity acceptance by refusing to take the Commodity over from the carrier or from the Seller or, in the event that any such deviations from the ordered state are discovered later during the inspection of the Commodity, by a notice of refusal with simultaneous shipping the Commodity to the address of the Seller's registered office at the expenses of the Seller. The Buyer is obliged to send this Commodity to the Seller latest within 7 days following the date of the Commodity takeover.
6. TERMS AND CONDITIONS OF PAYMENT
If the maturity of the purchase price is not agreed, it applies that the Buyer shall pay the full purchase price in advance (prior to the delivery of the Commodity or provision of the Services) by a proforma invoice issued by the Seller within the term (or at the moment) stated in the invoice. Should the Buyer fail to pay the purchase price in a due and timely manner, the purchase agreement shall be void.
If the maturity term of the purchase price is agreed within the term prior to the delivery of the Commodity (or provision of the Services), and the Buyer fails to pay the purchase price in a due and timely manner, the purchase agreement shall cease.
If the maturity term of the purchase price is agreed on the delivery of the Commodity (or provision of the Services), the Seller is entitled, should the Buyer fail to pay the purchase price in a due and timely manner, to claim a contractual penalty in the amount of 0.5% of the purchase price for each day of the delay, including the day of the payment (which does not affect the claim for late charges stipulated by the law, or the claim for damage compensation even in an amount exceeding the contractual penalty); the Seller is further entitled to withdraw from the purchase agreement and, if that happens, the claim for the contractual penalty remains preserved; this applies also to the claim for damage compensation originated upon the breach of the purchase agreement to the full extent.
The payment method of the purchase price shall be specified by the Seller.
In this clause 6, the purchase price means:
- the purchase price of the Commodity if the Commodity is delivered without the Services, or
- sum of the purchase price of the Commodity and the price of the Services if the Commodity is delivered with the Services, or
- the price of the Services if only the Services are provided,
always summed up with dispatch fees or freight costs, recycling fees and author's fees within the meaning of the last paragraph of Art. 4 of these Trade Conditions. Payment of the purchase price means only payment, including all these potential items.
The Buyer shall confirm the receipt of every invoice to the Seller, even the proforma one, without any delay.
7. WARRANTY FOR QUALITY, CLAIMS FROM DEFECTIVE FULFILMENT
Considering the type of the Commodity and its specified use, the Seller does not guarantee any specific properties of the Commodity but it does guarantee that the Commodity shall keep for the further specified warranty term the properties that are usual in this particular type of Commodity. The warranty taken over as specified shall however not apply to the print of the delivered Commodity.
If, in an exceptional case, the quality of the Commodity is not kept within the warranty term, the Buyer shall notify that to the Seller immediately in form of a complaint stating the information required by these Trade Conditions and by the law. If a complaint is acknowledged as rightful, the Buyer is entitled accordingly with the Act. The warranty term is 24 months, and begins the day of the delivery performance. If defects relate to a part of the Commodity only, the claims from defects shall only apply to this defective part of the Commodity. If the Commodity features defects that are apparent on its receipt, the Buyer is obliged, in order to keep the claims from defective Commodity, to report the defects of the Commodity to the Seller immediately, latest within a term of seven days from the delivery of the Commodity. If the Commodity is delivered in the warehouse of the Seller, the Buyer shall check the quantity and quality of the Commodity by visual inspection at the place itself and confirm that by signing the delivery note.
In the event of complaint, the Buyer shall attach also the defective Commodity to the complaint, and this Commodity has to be complete as it was delivered (in case of Commodity sets the entire set has to be submitted). The complaint shall contain the Commodity code, description of the defect, defective quantity of the Commodity and the requirements of the Buyer. Complaint on missing quantity of Commodity shall contain the Commodity code and the quantity of missing pieces.
Within a 30-day term at the latest the Seller shall evaluate the complaints of the Commodity and agree the way of its settlement with the Buyer.
8. IMPOSSIBILITY OF FULFILMENT ON CIRCUMSTANCES EXCLUDING LIABILITY
If the Seller is not able to duly and timely fulfil its obligation to deliver the Commodity or provide the Services for any reasons that are qualified as liability excluding circumstances within the meaning of the Act, it shall notify the Buyer promptly, and is entitled to either extend the delivery term (terms), or withdraw from the purchase agreement, without any liability for potential damage that the Buyer might suffer. If the specific incapability concerns only to a part of the Commodity (Services) that is the subject of the purchase agreement the said rights shall only apply to this particular part of the Commodity (Services).
If the Seller extends the delivery term (terms) as advised in the above clause the Buyer is entitled to withdraw from the purchase agreement upon the receipt of the notice of the delivery term (terms) extension; otherwise the Buyer shall be considered to agree with the extension of the delivery term (terms). The last phrase of the above paragraph shall apply similarly to the right of withdrawal by the Buyer.
If the Buyer is entitled to withdraw from the purchase agreement, either to the full extent, or to a part of the Commodity (Services) only, it can always withdraw even to a lower extent.
9. SPECIAL UNDERSTANDINGS
The Seller reserves the right for the delivery of the Commodity with a 5% difference from the agreed quantity; if this happens, upon the delivery of different quantity the purchase price shall automatically change in an aliquot manner.
10. FORM OF ACTS
Any legal acts of both the Seller and the Buyer concerning the delivery of the Commodity or provision of the Services (as well as any other acts than legal referred to in the present Conditions) shall be in written; any can have any written form - an email message even without electronic signature shall be sufficient.
11. EFFECTIVENESS OF TRADE CONDITIONS; THEIR CHANGES
These Trade Conditions come into effect on January 1, 2014. The existing trade conditions published on the website of the Seller are hereby cancelled.
The Seller is authorised to change these Trade Conditions anytime.