GENERAL TERMS AND CONDITIONS
RELATED
TO THE SALE OF PRODUCTS
1. Subject matter of agreement, ordering terms and conditions
1.1 The subject matter of the purchase agreement is a remunerative transfer of property rights and related rights from the seller to the buyer and the regulation of mutual rights and obligations of the contracting parties.
1.2 By signing the purchase agreement the seller is obliged to deliver to the buyer the ordered product/goods with accessories in the agreed time and to transfer to the buyer the property rights and related rights for the merchandise. The buyer is obliged to duly and on time pay the agreed purchase price and to duly receive the merchandise in the place of delivery.
1.3 The merchandise are products/goods with accessories named in the written online order form/purchase agreement. Among the material terms of the order are: the identification of the merchandise (exact specification, amount), the purchase price, terms and conditions and form and date of delivery. The order becomes binding to the buyer upon its delivery to the disposition zone of the seller (regardless the form of delivery).
1.4 The purchase agreement between the seller and the buyer is concluded on the basis of a online order of product/goods and subsequent settlement of the agreed purchase price online via payment card. With a buyer who is a under a framework contract with the seller with the option of settling the purchase price of products/goods on the basis of a tax document, the purchase agreement is concluded on the basis of a filled in online order of product/goods and the subsequent confirmation of acceptance of the tax document. After a valid, effective purchase agreement binding to both parties has come into force, the buyer may withdraw from the agreement and at the same time cancel the order only in the event the seller breaches his obligation to duly and on time deliver the merchandise to the buyer. The buyer may not withdraw from the purchase agreement and at the same time cancel the order in the event the seller delivered the merchandise to the agreed place of delivery or the merchandise has been delivered to the buyer in electronic form.
1.5 Cancellation of order by buyer. The buyer may cancel the order without stating the cause at any time prior to settling the purchase price online via credit card unless otherwise stated herein. Should the buyer cancel the order or withdraw from the purchase agreement respectively, the claim of the seller for damage caused by non-realisation of the agreement is not affected. The seller will make a claim for reimbursement of all costs incurred to the seller for procurement of the merchandise ordered by the buyer.
1.6 The buyer is obliged to fill in the online order form with serious intention. If the buyer acts contrary to this provision, this is considered a breach of the general terms and conditions of the seller. By accepting these terms and conditions, the buyer acknowledges the right of the seller to refuse business in the event of repeated prohibited acts as stated in this provision. In the event of creating an accidental/unintentional order, in which the buyer has not expressed a real and serious intention to order products/goods and in which the buyer does not undertake steps leading to the settlement of the purchase price, the seller will remove such accidental order from the system.
1.7 Cancellation of order by seller. The seller may cancel an order and/or withdraw from the purchase agreement, either as a whole or its part, in the event that the product/goods is no longer on offer, that the rights of the seller to offer/use product/goods have become extinct as stated in this purchase agreement or if the purchase price of the ordered product/goods has changed considerably. In the event of cancelling the order/withdrawal from the purchase agreement in accordance with this provision, the seller will inform the buyer about options and conditions of a substitution purchase without delay. The seller will reimburse the purchase price to the buyer by bank transfer or other suitable way within 30 calendar days from effective cancellation of order and/or withdrawal from the purchase agreement.
2. Purchase price and terms of payment
2.1 The purchase price and currency are agreed by contracting parties in the purchase agreement concluded on the basis of an online order. By sending the online order the buyer accepts the purchase price and currency of ordered product/goods.
2.2 The buyer is obliged to settle the purchase price of ordered product/goods within 3 calendar days from sending the binding online order to the seller. Any delay in payment of the agreed purchase price or its part is deemed a serious breach of the purchase agreement. The seller is not obliged to give the buyer a reasonable additional term to fulfil his obligation to pay the agreed purchase price or its outstanding part. The seller is not obliged to inform the buyer in advance of his intention to use the right to withdraw from the agreement. Vain expiration of the term to settle the purchase price will lead to removal of the buyer’s order as non-binding from the system. A buyer, who is a contractual partner of the seller on the basis of a framework agreement with the option of settling the purchase price of product/goods on the basis of a tax voucher, is obliged to settle the purchase price of the ordered product/goods within maturity period stated in the tax document.
3. Delivery of merchandise, place and date of fulfilment
3.1 Delivery of goods means their personal acceptance by the buyer at the address of the seller and/or by sending the goods to an address named by the buyer in the written online order, i. e. by delivery to the forwarder for shipping and/or by delivery in electronic form (download).
3.2 The place of delivery is defined as the address named by the buyer in the written online order, in the event of personal acceptance by buyer at the address of the seller, the EXW terms apply. The obligation of the seller to deliver the merchandise is fulfilled by its delivery at the address named by the buyer. Installation of product/goods is not part of delivery.
3.3 The seller delivers the product/goods depending on its availability, the seller’s operating capabilities and the producer’s production capacities usually within 5 working days from a binding confirmation of order by seller, in the event of delivery outside the territory of the Slovak Republic usually within 7 calendar days. The buyer acknowledges that in exceptional cases caused by circumstances outside the seller’s control and not caused by the seller, the delivery period may exceed periods named herein.
3.4 In sending product/goods to the address named by the buyer in the written online order form, i.e. by its handing to the forwarder for shipping, the seller arranges the shipping of the product/goods at the buyer’s cost by a courier company. The delivery period is longer due to the general delivery period of the said courier company.
3.5 The seller controls, photographs and packs the product into appropriate package before sending. The buyer acknowledges that the merchandise has been sent by the seller undamaged and complete and insured against damages that might arise during transport.
3.6 Tax document, instruction manual and warranty are included in the delivery. In the event of photographic material delivered/received in electronic form by downloading, the warranty is not part of the accessories of the subject matter of purchase. When sending the product/goods to the address named by the buyer in the written online order form the buyer is obliged to fill in upon receipt of product/goods the date of sale in accordance with the data on the tax document. In the event of doubt or discrepancy between data on the filled in warranty card and data on the date of sale in the tax document/delivery note, the date of receipt of product/goods and the date on which the warranty period commences is the date named in the tax document. In the event of photographic material delivered/received in electronic form by download, provisions on warranty limitations named in paragraph 6.6 of these General terms and conditions apply.
3.7 When sending product/goods to an address named by the buyer in the written online order form, which is not the same as the address for invoicing purposes named on the tax document, the buyer declares, that he agrees with the delivery of goods to the address named in the written online form. In the event that the product/goods delivered in this manner has not been paid in advance, the buyer is obliged to settle the purchase price in place and time of receipt of product/goods.
3.8 Receipt of product/goods by personal receipt at the seller’s address occurs at the address named in Contacts. In personal receipt cash settlement of the purchase price at the seller’s address is acceptable. When receiving the goods in person the buyer presents a valid personal identification card with a photograph.
3.9 The seller is not in delay with delivery of product/goods in the event when the buyer has failed to settle the agreed purchase price by the due date.
3.10 The contracting parties are obliged to draw up a delivery note on the delivery and receipt of product/goods which must contain particularly:
Precise and current identification of contracting parties and their authorised representatives
Precise description of the merchandise
Date of delivery and receipt of the merchandise
Date of signing the delivery note
Defects, which the buyer requests to be remedied plus the date by which the seller should do so, but only in the event the seller is liable for them
Signatures of the buyer and seller/forwarder.
In case of doubt the date of delivery and receipt are considered to be the dates named in the tax document.
3.11 The seller is not in delay with the delivery, if the delivery is obstructed by reasons beyond the seller’s control. The seller is not in delay if the producer is in delay with the delivery of the product or there has been a breach of obligation by third parties, which ship the subject merchandise to the place of place of fulfilment. The seller is obliged to inform the buyer about such facts. The seller is obliged to deliver to the buyer the merchandise immediately after the reason of delay has ceased to exist.
3.12 In the event that the buyer has failed to receive the merchandise in the agreed place of fulfilment, the buyer is obliged to reimburse the seller for all real usual costs of the storing the merchandise and a contractual fine amounting to 500.- SKK per day of delay. The seller’s claim of the seller for damage is not affected hereunder.
4. Liability for defects
4.1 The seller is liable for defects of the merchandise in the moment when the danger of defects on the merchandise is transferred to the buyer, if these terms and conditions do not state otherwise. The seller’s obligations and the buyer’s rights arising from the quality warranty are not affected.
4.2 The seller is not liable for defects of the merchandise, which the buyer at the moment of receiving the merchandise knew about or must have known, when taking into account such circumstances, under which the merchandise was delivered and received. An exception is, when the defects are related to such properties of the merchandise, which the merchandise should have had under the agreement. In the event of electronic delivery of photographic material downloaded by the buyer, the seller is not liable for defects that have arisen due to the usage of inappropriate and/or unsuitable technical means, transfer and/or media by the buyer.
4.3 Upon receiving the merchandise from the seller or his forwarder the buyer is obliged to carefully examine the merchandise and its package in the presence of the seller or his forwarder. Otherwise he may claim damages arising from mechanical damage of the packaging found at the examination only should he prove, that the package had these defects at the moment of its receipt by the buyer. The buyer is obliged to state the discovered mechanical damage of the packaging in a list of damages drawn up with the seller’s contractual forwarder. Liability for damages to the merchandise, which occurred during shipping lies with the forwarder, who shipped the insured merchandise. When receiving the merchandise in person, the buyer is obliged to carefully examine the merchandise and its packaging, later claims will not be accepted by the seller.
4.4 The buyer is obliged to claim mechanical damage of the merchandise, which the merchandise had when delivered and received and which has not been visible when receiving the delivery, no later than after the first use of the merchandise. Later claims of mechanical damage of the merchandise will not be accepted by the seller. The buyer is obliged to peruse the instruction manual and warranty provided by the producer before the first use of the merchandise.
5. Quality warranty
5.1 By providing quality warranty, the seller takes on the obligation, that the merchandise or its part will be suitable for use for its intended purpose and will keep the agreed properties for a period named by the producer. The seller gives warranty to the buyer on the subject matter of purchase or its part for the duration of the warranty period provided by the producer. Quality warranty does not apply to normal wear and tear caused by use of the product, normal wear and tear is not a fault of the sold product. The seller does not give quality warranty for photographic material delivered/received by downloading.
5.2 Warranty periods commence upon the delivery and receipt of the merchandise by the buyer, or from the day on which the buyer was obliged to receive the merchandise, and did not do so for reasons which were not on the seller’s part.
5.3 The seller gives quality warranty exclusively and only if the merchandise is used in accordance with the following:
The merchandise will be used in a usual manner and with professional care
The merchandise will be only be serviced by the seller or an authorized person
the buyer will not use the merchandise contrary to these terms and conditions
The merchandise will be used in accordance with the instruction manual and with the purpose, for which it is intended,
the merchandise will not be damaged as a result of wilful injury by the buyer or a third party
the merchandise will not be exposed to environment for which it has not been designed
the merchandise will not be changed, upgraded or modified in any unnamed manner without professional participation of the seller or an appointed person
In the event any of the conditions named in this paragraph is not fulfilled, the quality warranty expires before the warranty period has elapsed.
5.4 The liability of the seller for defects covered by the quality warranty does not arise if these defects have resulted from external events and have not been caused by the seller or persons who helped the seller to fulfil his obligations.
5.5 The buyer is obliged to inform the seller in writing about any found defects covered by the quality warranty without delay. If he fails to do so, the seller is not liable for deterioration or new defects to the merchandise, which have arisen as a result of found defects from the moment the buyer found the defects to the moment the buyer informed the seller about the defects.
5.6 The seller is obliged to deliver the goods in amount, quality and type as stipulated by the agreement, and must pack it for shipping in a manner stipulated by the agreement. If by delivering goods with defects the agreement has been breached, the buyer may request delivery of the missing goods or repair of the goods if the defects can be repaired. The buyer is only entitled to have the goods exchanged if the delivery of missing goods or repair of its defects are in proportion with the character of the defect. The decision whether the defect is in proportion is carried out by an authorised service centre, which evaluates the defect in a written report. If this is not possible, the buyer may request an appropriate discount on the purchase price.
5.7 The buyer may choose between claims named in paragraph 5.6 only if he has informed the seller about the claim in a timely manner. The buyer may not change the claim without the seller’s consent. If, however, it becomes clear that the defects cannot be repaired or their repairs would incur disproportional costs, the buyer may request delivery of substitution goods, if he requests so without unnecessary delay after the seller informed him about these facts. If the seller does not remedy the defects of the goods in an appropriate time limit or if he informs the buyer that he will not remedy the defects, the buyer may request an appropriate discount on the purchase price.
5.8 The buyer may claim liability for defects by the seller, or an authorized service centre of the seller, which may accept the claim if its stock or provided services allow so. The seller or his appointed authorized service centre makes an immediate decision concerning the claim, in difficult cases within three working days. The time necessary to assess the defect is not included in this three-day period. The claim must be settled within thirty days. The seller issues a document about the claim and the manner in which it will be settled.
5.9 The seller and the buyer have agreed on the following procedure in case of a claim by the buyer: the buyer is obliged to file a claim of the sold product/goods in writing by registered mail and/or email. The buyer is obliged to indicate in the written claim the subject of purchase - its type, production number, number of the tax voucher and a description of the claimed defect. The seller informs the buyer in writing within 48 hours about the manner in which the buyer may file the claim (address of an authorized service centre in the vicinity of the buyer or another manner suggested by the seller). The buyer is obliged to deliver the claimed goods including tax document and filled in delivery note to the seller or the authorized service centre respectively.
6. Common provisions
6.1 The seller may withdraw from the agreement in the event that the buyer has failed to settle the purchase price or its part by the due date. The seller may withdraw from the agreement in the event that the buyer does not fulfil his obligation to receive the merchandise even in the additional time limit provided by the seller.
6.2 Withdrawal from the agreement makes it void. The withdrawal becomes effective on the day of its delivery to the buyer. Withdrawal must be in writing. For the withdrawal to become effective, its delivery by fax or email is sufficient. The seller is not liable for damages incurred to the buyer by the seller’s withdrawal from the agreement due to the buyer’s breach of the purchase agreement.
6.3 The seller may withdraw from the agreement in the event, that the buyer has settled the full purchase price, but the delivery of the merchandise is not possible due to measures taken by public administration bodies or other state bodies or for other reasons that are not on the seller’s part.
6.4 In the event that a claim of the buyer for the refund of the purchase price arises in accordance with valid legal regulations or with this agreement and these terms and conditions, the buyer is obliged to proceed as follows: the buyer is obliged to request the refund of the purchase price in writing by registered mail or email. The buyer is obliged to indicate in his request the type, production number of the product/goods, number and date of order/tax document, bank account number/address for delivery. In the event, that the merchandise has been delivered, the buyer is obliged to send/deliver it back to the seller. The buyer’s claim for the refund of the purchase price of the delivered goods arises exclusively in the event of the following conditions to be fulfilled cumulatively:
The merchandise will be delivered to the seller in the original undamaged package insured.
The merchandise will not be used (unopened CD or any other data medium)
The merchandise will not be damaged
The merchandise will be delivered to the seller as a whole with the following documents: tax document, warranty card, instruction manual.
6.5 In the event that the conditions stated in 6.4 are fulfilled cumulatively, the seller will refund the purchase price of the merchandise within 30 calendar days from the receipt of the claimed merchandise by transfer to the buyer’s account or by money order. The buyer carries all the seller’s costs related to a groundless claim (bank fees, manipulation fees etc) and is liable for damages arisen to the seller. In the event of an unsubstantiated claim the seller returns the merchandise to the buyer at the buyer’s cost.
6.6 In the event of electronic delivery (download), the seller cannot make an unbiased check of the further use of the merchandise. The buyer’s claims for damages do not arise in case of electronic delivery. The seller will not give quality warranty for photographic material delivered/received by the buyer in electronic form by downloading. In the event that the merchandise is photographic material delivered/received by the buyer in electronic form by downloading, the seller is not liable for defects which have been caused by the buyer by using unsuitable and/or inappropriate technical means, transfer routes and /or media when downloading the said photographic material. In case of delivering goods by downloading, the buyer is entitled to request an exchange of the merchandise solely in the event, that the data forming the merchandise received by the buyer were damaged and the damage was not caused by unsuitable and/or inappropriate technical means, transfer routes and/or media. The buyer declares herein, that he has been informed that the data for downloading are on the seller’s server in 100% quality and he acknowledges that the goods that he will download from the seller’s server were checked by the seller and fully comply with the buyer’s quality requirements.
6.7 The limitation of the seller’s liability for defects of the merchandise delivered in electronic form arises on the basis regular checks of the offered product/goods carried out on the seller’s server and simultaneously from the buyer’s option to acquaint himself with the quality, type and form of the offered product/goods before filling in the written order form and/or entering into the purchase agreement. By filling in the written order form and/or entering into the purchase agreement the buyer confirms that he accepts the quality, type and form of the product/goods and agrees with the fact, that the merchandise has properties as requested by the buyer.
7. Personal data protection
7.1 By entering into the Purchase Agreement, the buyer gives written consent to the seller’s company to use the buyer’s personal data stated in the purchase agreement pursuant to Act No 428/2002 Coll. as amended for the purpose of creating a customer database. The buyer gives his consent for an unlimited period of time until a written notice. A natural person may revoke his written consent at any time by delivering a written notice to the seller, especially in the event the seller as operator breaches the obligations and conditions concerning the treatment of the said personal data.
8. Final provisions
8.1 Rights and obligations of contracting parties not stipulated in the Purchase agreement and in the General terms and conditions are governed by the Act No 513/1991 Coll. Commercial Code (of the Slovak Republic) as amended. The purchase agreement has been entered into in accordance with Slovak law and all legal relationships arising from the purchase agreement are governed by substantive Slovak laws. All disputes shall be settled by the courts of the Slovak Republic.
8.2 In the event the subject-matter of the agreement is a material result of an activity protected by the intellectual property right, the rights and obligations of the contracting parties are governed by the Copyright Act. The buyer is entitled to use any work and rights acquired hereto in accordance with this agreement in an extent, manner and on the territory and for a period as stipulated by this agreement, these General terms and conditions, the licence agreement and the seller’s licence terms and conditions, which the buyer has perused in advance. By signing the contract the buyer acknowledges that the author has right for inviolability of his creation, in particular against any unwarranted changes or modifications to his creation and against any libellous treatment of his creation, which would result in violation of his honour and good reputation. The buyer is obliged to comply with the general legal rules concerning intellectual property, with the licence agreement and licence terms and conditions and abstain from any unauthorized infringement into the author’s rights. By signing the agreement, the buyer confirms that he is aware of his civil and criminal responsibilities as well as liability of damages concerning the author’s rights, the Commercial Code and the intellectual property rights.
8.3 Any changes or amendments to this Agreement are only valid in written form after their approval and signing by both parties hereto.
8.4 In the event the Purchase agreement and these general terms and conditions are translated into another language, in case of doubt in interpreting individual provisions, the Slovak version is binding.
8.5 The exact specification of the merchandise including description of its properties expressly required by the buyer forms an inseparable part of this agreement.
8.6 All provisions of these general terms and conditions and the agreement, including the amendments, must be interpreted in mutual relationship of each other.
8.7 The contracting parties declare that they are fully capable of legal acts, that the text of this Agreement is a certain and comprehensive expression of their serious and free will to be contractually bound so, that they have read the Agreement before signing it and have fully understood its content and scope and by signing it in person they express their consent with it.
ThepicturetreeTM
Agency Zachar Ltd.
Súkennícka 24
821 09 Bratislava
Slovakia SR
