General Terms and Conditions of nanosun s.r.o.
(hereinafter referred to as “GTC”)
- The Seller means the company nanosun s.r.o., Company ID No.: 01617290, with its registered office at Karolinská 708/13, Prague 8 - Karlín, Postal Code 186 00, registered in the Commercial Register kept by the Municipal Court in Prague under File No. C 209410. The Buyer means the customer purchasing Goods or receiving Services from the Seller. The Contracting Parties mean the Seller and the Buyer jointly.
- Goods and Services referred to in the provisions of the GTC shall apply to the respective obligations separately for Goods and Services.
- The GTC governs the purchase of Goods and Services from the Seller. The General Terms and Conditions and other standard terms and conditions of the Buyer shall not apply to the purchase of goods and services, even if they are attached to orders or referred to in orders, or attached to other correspondence between the Contracting Parties and the Seller has not expressly rejected them.
- The provisions specified in the individual contracts with the Buyer shall prevail over the GTC.
- The Seller shall deliver the Goods or provide the Services to the Buyer based on (i) an order confirmed by the Seller, whereby the order shall refer to the GTC, or (ii) a contract concluded by the Contracting Parties. The Seller shall be entitled to reject the Buyer’s order.
- Should the order be sent by e-mail, it is considered valid and binding even if it is signed by a simple electronic signature of the Buyer. The Buyer can also make an inquiry via the Seller's website.
- The Buyer shall be fully responsible for the accuracy and content of the order sent.
- The Buyer shall specify the delivery address of the ordered Goods or Services in the order. The Seller is not responsible for verifying the accuracy of the address provided by the Buyer. Any costs incurred by providing an incorrect address or failure to collect the Goods or Services at the specified address shall be borne solely by the Buyer.
- The Buyer is entitled to terminate any individual contract without notice unilaterally. If the Buyer terminates the separate contract this way, the Seller is entitled to retain the deposits paid by the Buyer for the Goods and Services that were the subject of the terminated contract as a lump sum compensation for the costs incurred in the performance and early termination of the contract. The Seller’s right to compensation for damages in excess of the deposits paid shall not be affected. The Seller shall be entitled, at their discretion, to use the advance payments for the Goods and Services to settle other Seller’s claims against the Buyer.
- Any information about the Goods or Services contained in promotional materials, on the Seller's website or samples shall be deemed non-binding and shall not establish any rights against the Seller. The provisions of § 1732 par. 2 of the Civil Code shall not apply.
PRICE AND PAYMENT TERMS
- The Goods and Services price shall be agreed upon in the individual Contract. The price does not include VAT; it will be added in accordance with the applicable regulations.
- The price of goods and services listed on the Seller’s website is indicative and does not include costs related to the delivery of goods and services (recycling fee, shipping costs, etc.). The exact price of the goods and services with all related costs will be communicated to the Buyer on the basis of his inquiry.
- The price of the Goods and Services shall be due before delivery based on an advance invoice issued by the Seller unless otherwise agreed. The Buyer agrees to send invoices electronically to the Buyer’s e-mail address.
- The price shall be payable by wire transfer to the Seller’s bank account specified in the invoice. The crediting of the price to the Seller’s bank account shall be deemed the time of payment. If the Seller has used financing through factoring, the price shall be payable to the account of the factoring company.
- The Buyer acknowledges and agrees that the price of Goods and Services agreed in the particular Contract may increase due to price increases by the manufacturer. In such a case, the Buyer agrees to pay the Seller the increased price for the delivery of the Goods and Services. The Seller shall inform the Buyer in writing (by e-mail) of the increase in the price of the Goods and Services prior to their delivery and provision. The Buyer shall have the right to refuse the delivery of such Goods and Services in writing within three (3) business days from the date when the Seller notifies the Buyer of the change in the price thereof. Upon the Buyer’s refusal to deliver the Goods and Services, the relevant individual Contract shall be terminated. Upon termination of the individual Contract, Seller shall refund to Buyer the price paid for such Goods and Services within five (5) business days of termination.
- Should fees, taxes or other costs be paid concerning the delivery of Goods and the provision of Services, the Buyer will bear such costs.
- Unless the Contracting Parties have agreed on a different conversion of the price for the Goods and Services in foreign currency into CZK, they shall use the “mid-point” exchange rate announced by the Seller’s bank on the invoice date.
- Prices do not include the cost of transporting the goods to the place specified by the Buyer. The shipping cost shall depend on the type and quantity of Goods ordered, the delivery method to the Buyer and the chosen delivery conditions.
- Should the Buyer default in payment of the price of Goods and Services, the Buyer agrees to pay the Seller a contractual penalty of 0.05% for each day of the delay. The contractual penalty shall be payable within three working days following the Seller’s call. The right to compensation for damages incurred by the Seller due to late payment (in particular, the costs of debt collection) shall not be affected.
- Should the Buyer default in paying the price of Goods and Services, the Seller is entitled to suspend the supply of Goods and Services to the Buyer until the amounts due, including accessories, have been paid in full. The Buyer shall not be entitled to suspend the performance of individual contracts in such a case.
- Should the Buyer default in payment of the price of Goods and Services, the deadline for delivery of Goods and provision of Services will be extended accordingly. Should the price of the Goods and Services be paid late, the Buyer is required to reimburse the Seller for any additional costs incurred as a result of the late payment to the Seller, in particular storage costs, delay fees (storage of containers for a more extended time), additional customs fees and taxes.
- The Buyer shall not be entitled to delay payment of the price of the Goods or Services due to claims of defects therein. The provisions of § 2108 of the Civil Code shall not apply.
GOODS DELIVERY AND ACCEPTANCE
- The method and date of delivery of the Goods and provision of the Services shall be determined by the individual Contract. If the delivery date occurs on a weekend or public holiday, the term shall be extended to the next working day.
- The Buyer shall bear the costs of delivery of the Goods unless otherwise agreed by the Contracting Parties. In the event that for reasons on the Buyer's side it is necessary to deliver the goods repeatedly or in a different way than specified in the individual contract, the Buyer is obliged to pay the costs associated with repeated delivery or other delivery method.
- The signature of the person accepting the Goods on behalf of the Buyer on the CMR certificate or other document of delivery of the Goods shall be deemed proof of acceptance of the Goods by the Buyer.
- The Buyer is obliged to check the quantity and quality of the Goods and Services immediately upon their acceptance. If the Buyer discovers quantity defects or obvious defects, they are obliged to notify the Seller immediately and subsequently draw up a written complaint report and deliver it to the Seller’s e-mail address. Should the Buyer fail to acknowledge such defects in writing to the Seller within two (2) working days after receiving the Goods and Services, the Buyer’s right to claim such defects shall cease, and the Goods and Services shall be deemed to have been accepted by the Buyer without reservation or complaint. If the Buyer installs or uses the Goods and Services, they shall be deemed accepted by the Buyer without reservation or complaint.
- Once a claim has been received, the Seller shall advise whether or not they accept the claim. If the Seller accepts the claim, the Seller shall deliver the missing quantity of Goods and Services or repair or replace the defective Goods and Services in accordance with the Seller’s warranty terms.
- The risk of damage to the goods shall pass to the Buyer upon delivery of the Goods to the carrier designated by the Buyer. If a carrier designated by the Seller transports the Goods, the risk of damage to the Goods shall pass to the Buyer upon acceptance of the Goods.
- The Seller is entitled to make partial deliveries of Goods and provide Services in parts provided that the final agreed date for delivery thereof is met. The Buyer is obliged to accept the partial deliveries.
- In the event of force majeure circumstances (Article VIII of the GTC), the deadline for delivery of Goods and provision of Services shall be extended by the duration of such circumstances. The Seller reserves the right to terminate an individual Contract without notice, provided that the deadline for the delivery of Goods and Services is extended by more than three (3) months as a result of the aforementioned circumstances.
- The Buyer acknowledges and agrees that the delivery of the Goods and the provision of the Services may be delayed due to a delay in delivery from the manufacturer; in this case, the Buyer shall not be entitled to terminate the individual Contract, nor shall the Buyer be entitled to compensation for any loss suffered by the Buyer as a result of the delay in the delivery of the Goods and the provision of the Services, nor shall the Buyer be entitled to any other claim against the Seller in this respect. The Seller shall inform the Buyer in advance in writing (by e-mail) of any extension of the delivery period for the Goods and the provision of the Services. The Buyer shall be entitled to refuse in writing the delivery of such Goods and Services within three (3) working days from the date when the Seller notifies the Buyer of the extension of the delivery period and the time limit for the provision of the Services. Upon the Buyer’s refusal to deliver the Goods and Services, the relevant individual Contract shall be terminated. Should the individual Contract be terminated, the Seller will repay to the Buyer the deposit paid for the purchase price within five (5) working days of the termination of the individual Contract.
- The Seller reserves the right to postpone the Goods and Services delivery date for up to 90 days. The Seller shall inform the Buyer of the extension in writing (by e-mail).
- If the Buyer picks up the Goods in person and the Buyer or their designated carrier arranges the loading, the Buyer bears the risk of destruction or damage to the Goods during loading.
- The Customer is responsible for unloading the Goods. The Customer is also liable for the risk of accidental destruction or damage to the Goods during unloading.
- The Goods will be delivered to the address specified in the individual Contract.
RETENTION OF TITLE
- The Buyer shall acquire title to the Goods and Services (i) upon payment in full of the price of the Goods and Services, including any accessory receivables, (ii) in the case of payment in advance, upon delivery of the Goods and Services.
- The Buyer is entitled to dispose of the Goods and Services subject to retention of title, in particular, to transfer them to third parties or to establish third party rights to them, only with the Seller’s prior written consent.
- Should the Buyer dispose of the Goods and Services in contravention of the preceding paragraph during the term of the Seller’s retention of title or incorporate the Goods and Services into another product and the title to the Goods and Services or any part thereof is acquired by a third party, the Buyer is obliged to assign any proceeds of such sale to the Seller, who shall apply them to the payment of the price of the Goods and Services. The Seller’s right to interest on late payment, contractual penalty and compensation for damages caused thereby shall not be affected by this provision.
WARRANTY AND LIABILITY FOR DEFECTS
- The Goods and Services shall be warranted to the extent and subject to the conditions specified in the Seller’s warranty conditions attached to the individual Contract.
TERMINATION OF THE CONTRACT
- Either Contracting Party shall be entitled to withdraw from an individual Contract if (i) the breaching Party fails to perform their obligations under the individual Contract and fails to remedy them within 15 days of a written request from the other Party, (ii) if a Party has justified doubts about the other Party’s ability to perform their obligations under the individual Contract and the other Party fails to provide a sufficient guarantee assuring the performance of their obligations hereunder, (iii) the other Party becomes bankrupt, enters into liquidation, is subject to insolvency proceedings or is declared in a moratorium.
- If the Seller withdraws from the individual Contract, the Seller shall be entitled (i) to demand the return of the Goods and Services, the price of which has not been paid by the Buyer, whereby the Buyer agrees to allow the Seller to enter the land and premises where the relevant Goods and Services are located, (ii) to suspend the delivery of other Goods and Services under other Contracts until the Buyer has paid the price of the other Goods and Services prior to delivery. Should any of the situations set out in (i) and (ii) of this clause occur, the price of the Goods and Services that have been delivered or provided to the Buyer and have not been returned to the Seller shall become immediately due and payable.
- Force Majeure shall be construed to mean an unforeseeable obstacle and circumstance preventing the other Contracting Party from fulfilling their obligations, including, but not limited to, governmental orders and restrictions, customs procedures and decisions, failure to obtain permits required by law, delays in delivery on the part of the carrier, strikes, wars or warlike activities, insurrections or civil disturbances, diseases or epidemics, natural disasters, as well as other circumstances beyond the control of the Contracting Parties and not foreseeable at the time of the conclusion of the individual Contract.
- Neither Contracting Party shall be liable to the other for any damages or other claims caused by force majeure.
- The Contracting Parties have agreed to notify the other Party of the occurrence of force majeure without undue delay, but not later than five (5) days after its occurrence.
- The Buyer shall not be exempt from liability on the grounds of force majeure if they have not notified the Seller of the occurrence of force majeure preventing the performance of their obligations within the time limit specified in paragraph 3 of this Article.
- Should the force majeure last longer than 30 days, the Seller has the right to terminate the individual Contract without notice.
- The Contracting Parties undertake to maintain the confidentiality of all information obtained from the other Party during the performance of the individual Contract, in particular, information of a technical and commercial nature, information subject to the Parties’ trade secrets, information about the Parties’ products, processes, strategies, prices, business plans, the financial situation of the Party, and other information, the disclosure of which could harm the other Party (hereinafter referred to as “Confidential Information”). Confidential Information shall not include publicly available information that was known to the other Party prior to the execution of the individual agreement.
- The Contracting Parties undertake to protect the Confidential Information and to secure it so that unauthorised persons do not have access to it.
- The obligation of confidentiality shall not apply in cases where a Contracting Party is obliged by law, official or judicial order or decision to disclose Confidential Information or documents. In such a case, the other Party shall be promptly informed of this obligation and shall cooperate with the other Party in taking legal action to prevent the disclosure of the Confidential Information.
- The Contracting Parties undertake not to disclose Confidential Information to third parties without the prior written consent of the other Party. The Contracting Parties undertake to use the Confidential Information only to the extent necessary for the proper performance of each Contract.
- All data and information obtained in the performance of each Contract shall be permanently deleted and erased upon completion of the Contract.
- The Confidentiality Clause shall be binding on each of the Contracting Parties for a period of ten (10) years from the execution of the last sub-contract entered into by the Contracting Parties.
INTELLECTUAL PROPERTY RIGHTS
- Plans, drawings, documentation, catalogues, brochures, designs, pictures, etc. provided by the Seller are their property or the property of the manufacturers of the respective Goods and are protected by intellectual property rights. The Buyer shall not reproduce, distribute, lend, rent, exhibit or otherwise communicate to the public or exploit any information and documents obtained from the Seller without the Seller’s prior written consent.
- The GTC shall not grant the Buyer a license to use information and documents of the Seller or third parties protected by intellectual property rights.
PERSONAL DATA PRIVACY
- The Seller shall inform the Buyer that they process the personal data provided or disclosed by the Buyer to the Seller at the conclusion of the individual Contract in accordance with Regulation (EU)2016/679 of the European Parliament and of the Council of April 27th 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46 EC, and in accordance with Act No.110/2019 Coll., on the processing of personal data (hereinafter referred to as “GDPR”), for the purposes of the performance of individual contracts between the Contracting Parties.
- The Buyer agrees to the Seller providing their personal data to the Seller’s business partners and legal entities from the business group “nanosun” solely to fulfil the obligations under the individual Contracts.
- The Buyer’s consent is granted for a definite period of time until the settlement of all mutual obligations between the Contracting Parties and for a further period of ten years following the termination of the contractual relationship between the Contracting Parties.
- The Buyer has been provided with information on processing personal data in accordance with Article 13 of the GDPR, which is also available on the Seller’s website.
- Should a claim for any damages be made on account of an individual Contract between the Contracting Parties, the Seller is liable only for actual damages incurred and duly proven and documented by the Buyer, provided that such damages do not exceed the price of the Goods or Services that are the subject of the relevant Contract.
- The Buyer shall not be entitled to claim compensation for loss of profit or any indirect or incidental damages or damages that may have arisen due to the Seller’s acts or omissions.
- The GTC and the relations arising therefrom, including the relations arising from individual Contracts, shall be governed by Czech law.
- The Contracting Parties have agreed that the District Court for Prague 1 shall settle all disputes between them. Disputes involving the jurisdiction of the Regional Court in the first instance shall be subject to the local jurisdiction of the Municipal Court in Prague.
- All documents and other communications between the Contracting Parties may be delivered by mail, courier service or other similar means. The Contracting Parties shall send postal consignments to each other at the address specified in the individual Contract as the registered office of the Contracting Parties or at the such different address as the Contracting Parties may notify in writing to each other as a contact address. Moreover, the Contracting Parties shall be entitled to designate a contact person to whom the consignments are to be addressed.
- Postal consignments shall be deemed delivered on the date of actual delivery; otherwise, on the tenth (10th) working day following the date on which the consignment was ready to be collected, even if the addressee was not aware of the deposit, provided that they were sent to an address consistent with the present agreement. Messages sent by fax, electronic mail or other appropriate means of remote communication shall be deemed delivered on the date of their dispatch to the number or address designated by the relevant Contracting Party to whom the message is addressed; the time of dispatch shall be evidenced by an appropriate record of the means of transmission.
- The Buyer may not assign their claims against the Seller to a third party without the Seller’s prior written consent.
- The Buyer is obliged to inform the Seller immediately during the contractual relationship about any changes in contact details, persons representing the Buyer, as well as about facts that could jeopardise the performance of the individual Contract by the Buyer (e. g., submission of an insolvency petition, entry into liquidation, declaration of a moratorium).
- Any changes or deviations from the GTC require a written form. An individual Contract can be changed by a written amendment signed by the Contracting Parties.
- The Seller may amend or supplement the wording of the GTC.
- The GTC shall be valid from June 6th, 2023.