Conditions for accepting orders and retail
Stenographic and typing errors will be corrected. The pricing is not considered as a proposal and all orders are up to DeeLtrust, s.r.o. (the "Seller") and its confirmation, without prejudice to any alleged receipt thereof by any sales representative of the Seller or any other person on behalf of the Seller. Unless the Seller agrees in writing, these terms and conditions will apply to the sale of all products sold by the Seller to any buyer (the "Buyer") and such terms and conditions will exclude and take precedence over the Buyer's purchase orders and elsewhere. The Seller has the right to change the prices without prior notice to the Buyer, and reserves the right to charge the prices prevailing at the time of delivery.
Unless the parties expressly agree on other Terms and Conditions (and subject to the Terms and Conditions specified under No. 3 below), the Buyer agrees to pay the purchase price of all delivered products without any deduction or compensation, within 14 days after the invoice date. In the event that within this 14-day period or another agreed period, the amount in question is not credited to the Seller's account, the Buyer agrees to pay the Seller a contractual interest for the delay, predetermined at 0.5% of the amount pending for each day of delay until full payment is made, in such case, the Seller has the right to compensate any previous financial performance in said contractual accessories.
Accounts with juridic or natural person will be opened only if the Seller considers them reliable. If the payment for the supplied merchandise is not carried out promptly and in accordance with the terms of the sale or if the Seller believes, for any reason, that the Buyer's reputation or financial situation is no longer satisfactory, the Seller reserves the right to demand a deposit, an advance or sufficient guarantee before the delivery.
4. SPECIFICATIONS CHANGES
The prices indicated refer to the specified items. In the event that changes occur and if necessary, the Seller reserves the right to revise its price calculation in the proposals, in order to cover the increase of additional costs. The Buyer agrees to compensate the Seller for any damage caused to the Seller as a result of any breach or violation of the rights of third parties, resulting from the Seller's compliance with the requirements or specifications made by the Buyer.
The acceptance of the shipment by the carrier is considered a delivery to the Buyer and compliance with the order. Once the items are delivered to the carrier, they are transported at the expense and risk of the Buyer, unless agreed otherwise. Each shipment or delivery constitutes a separate sale, and failure to comply with any shipment or delivery shall not affect previous shipments nor will entitle the Buyer to reject further shipments.
6. PROPERTY RIGHT
(A) The title of the products will pass to the Buyer only after full payment of the price of these items has been made. Meanwhile, the Buyer will have the products only as custodian of the Seller's goods and will store the goods in such a way that they can be clearly and demonstrably identified as the Seller's assets, unless:
AA) If the Buyer purchases the products for the purpose of resale, he may sell and deliver them to a third party in the normal course of business, as long as the Buyer informs the third party that the products are still property of the Seller and until the purchase price is paid, the Buyer will retain all the revenues from the sale of the products in its custody and in a separate account for the Seller. The Buyer hereby agrees that upon Seller's request, it will assign to the Buyer each and every customer's rights and claims resulting from such sale and until after the full price has been paid, as stated above.
BB) If the products are associated with the production or are used during the production of other products or materials, the Seller retains ownership of the products, if such goods can be excepted or separated from the resulting products and in all other cases, the Seller will own all resulting products and materials and the Buyer will store these products as described above, or may sell these products to a third party in accordance with the provisions of this article.
(B) The Seller reserves the right to own any product that has been delayed in payment and to resell such products, and for this purpose, the Buyer grants irrevocable right and authority to the employees and intermediaries of the Seller to enter to all or to some of the Buyer's facilities, with or without vehicles, during normal working hours. This right will continue to apply and will continue to exist, regardless of the termination of the contract for any reason, and without prejudice to the rights of the Seller established on the basis of these terms or otherwise.
(A) The Seller guarantees, at its sole discretion, to replace or repair at the supplier's premises, the products delivered to the Buyer, which in the sense of the indications and instructions, show defects in the material, functionality or performance. If these products are returned with prepaid shipping costs to the Seller's warehouse within thirty days after delivery to the Buyer, and if an inspection in the Seller's warehouse shows that the products are indeed defective. This warranty does not apply to any of the Seller's products that are repaired or altered outside of the Seller's factory, so that according to a reasonable assessment of the Seller, may affect the reliability of the products, or any products that the Buyer or any third party uses incorrectly or casually, or that may be the object of any unforeseen event. The Seller agrees to remedy any deficiency or unfulfilled deliveries, as long as the Buyer informs the Seller in writing, about the deficiencies or non-delivery, within 14 days after receipt of the remaining products or as the case may be, after the scheduled delivery date.
(B) The total responsibility of the Seller or damages to the Buyer, whether due to negligence, breach of contract, deception or other reason, will under no circumstances exceed the cost of defective or undelivered products based on the net price invoiced to the Buyer, in connection with any event or series of events.
The Price/Prices specified in the confirmed Order or the Price/Prices invoiced for this Order do not include extra charges, duties or taxes, nor VAT. The Buyer agrees to pay any fees and taxes in addition to the price specified or indicated in the confirmed Order.
9. FORCE MAJEURE (SUPERIOR FORCE)
The Seller shall not be liable for any failure or delay in the delivery caused by any circumstance that is beyond its reasonable control or adequate control of its suppliers or manufacturers, that delays or prevents the delivery to the Buyer, including wars, strikes, blockades, fires, natural disasters, restrictions that would affect the performance or reliability of delivery, the non-location or delay of the carrier, floods, storms, insufficient supplies or reduction of fuel or raw materials, disproportionate costs or other unforeseen events that affect the Seller, the supplier or manufacturer, whether related to the production or delivery, both to and from the Seller. If, as a result of such circumstances, the Seller does not have sufficient supplies to meet all its obligations, the Seller may distribute the available products among its customers at its discretion. Any delivery not made due to such circumstances may be canceled at the Seller's discretion.
10. INSOLVENCY AND DEFAULT
If the Buyer signs a settlement with its creditors, or if the Buyer is declared bankrupt or if the Buyer has gone into liquidation (other than for the purpose of bonding or reconstruction), or if the circumstances justify that a court decides to liquidate the company, or if the Buyer takes or submits to a similar action under the laws of any jurisdiction with respect to the debt or commits a breach of this or any other agreement between the Seller and the Buyer, the Seller may, without to the detriment of any other right of the Seller, to stop any merchandise on the way and/or to suspend additional deliveries and/or to determine the rights of the Buyer in accordance with the aforementioned Article 6 and/or by written notification to the Buyer, unless it has been agreed otherwise.
11. VALIDITY OF THE ORDER
Once the Seller confirms the order, the Buyer cannot cancel it. The delivery of products that has already been carried out or is in process, cannot be postponed and the delivery time cannot be extended beyond the specified delivery date, unless the Seller gives his consent and as long as the Seller is insured against damage or the Buyer agrees to pay for such damage.
If the Seller does not exercise or apply any of its rights under this agreement, it shall not be construed as a waiver of its rights. If the Seller waives any of its rights under this agreement, it shall not be considered a waiver of any consequent breach by the Buyer.
13. LAW AND JURISDICTION
The contractual relations will be governed and interpreted in all respects in accordance with the law of the Czech Republic, in particular in accordance with the Commercial Code No. 513/1991 Coll. Amended. In the event of disputes arising from this document, whether in relation to its interpretation, execution or termination, that cannot be resolved by mutual agreement between the Parties, the Parties agree that such disputes will be resolved by the Court of Arbitration attached to the Economic Chamber of the Czech Republic and the Agrarian Chamber of the Czech Republic, according to its rules, by three judges. This arrangement replaces all provisions related to the jurisdiction that would be incompatible with it.
The heading of these Terms and Conditions are for reference purposes only and will not affect the intent and meaning of these Terms and Conditions.
15. CZECH VERSION
If these Terms and Conditions are used in Czech, English or Spanish, the Czech version will prevail in case of discrepancies between these versions due to language.