General terms and conditions

General terms and conditions

Introductory provisions

(1)

These general terms and conditions of WAPRO spol. s r.o. govern the basic substantive aspects of legal relationships established by a written purchase, framework purchase or other agreement of a similar nature (the subject matter of which is the supply of goods – hereinafter also referred to as the "Agreement"), where on one side appears as the seller the company WAPRO spol. s r.o., Company Registration No.: 49970089, registered office at Rumunská 27, 796 01 Prostějov, registered in the Commercial Register maintained by the Regional Court in Brno, Section C, File 13512, and on the other side any entity as the buyer (hereinafter also referred to as "GTC").

(2)

In the event that the Agreement and the GTC contain different provisions that conflict with each other, the provisions contained in the Agreement shall apply.

(3)

These general terms and conditions apply to all commercial obligation relationships between WAPRO spol. s r.o. and third parties. By any legal act that establishes a contractual (commercial) relationship with WAPRO spol. s r.o., the third party (in particular the buyer) acknowledges, accepts and agrees to the GTC provisions and is aware of all related consequences. Deviations from the provisions contained in these general terms and conditions and in the Agreement are only permitted if otherwise agreed in writing between the parties (WAPRO spol. s r.o. and the buyer).

Price of goods

(1)

The price of goods, as stated in the current price list of WAPRO spol. s r.o., is stated exclusive of VAT. VAT will be charged in accordance with applicable legislation. The price of goods is stated in CZK.

(2)

WAPRO spol. s r.o. is entitled to provide buyers/purchasers with discounts on goods; there is no legal entitlement to a discount on goods.

Ordering goods

(1)

Commercial transactions with WAPRO spol. s r.o. are generally conducted on the basis of a binding order from the buyer to WAPRO spol. s r.o., containing a more specific determination of the type, quantity and delivery date of the goods requested.

(2)

An order for goods from WAPRO spol. s r.o. can be placed exclusively in the following ways:

- a written order sent by post to the address of WAPRO spol. s r.o.,

- an order placed by telefax, sent to the contact fax number of WAPRO spol. s r.o.,

- a written order sent by e-mail to the e-mail address of WAPRO spol. s r.o.;

(3)

The order (or its acceptance) must be confirmed by WAPRO spol. s r.o. in any of the above-mentioned forms (including e-mail), otherwise it shall be deemed that the order was not placed and WAPRO spol. s r.o. is not bound by such an order in any way; by delivering the goods or issuing an invoice, the order shall be deemed confirmed by WAPRO spol. s r.o. Confirmation of the order by WAPRO spol. s r.o. usually occurs within 2 working days of receipt of the order.

(4)

In all of the above-mentioned cases (methods of ordering goods), the validity of an order requires unambiguous identification of the orderer/buyer within the order itself, either in the form of a handwritten signature (in the case of a business entity, including a stamp), a scanned signature (in the case of a business entity, including a stamp), or a qualified electronic signature. The absence of this condition may be remedied by sending a confirmation of receipt of the order by WAPRO spol. s r.o., or by delivering the goods in accordance with the order, or by issuing an invoice.

(5)

WAPRO spol. s r.o. supplies goods to new customers only on a cash-on-delivery basis or after payment of the issued invoice in advance, unless otherwise agreed in writing between the parties in the Agreement.

Delivery and acceptance of goods

(1)

Shipping costs are not included in the price of goods stated in the current price list of WAPRO spol. s r.o.

(2)

Orders for goods with delivery destination anywhere in the Czech Republic:

  • For orders with a total value of CZK 5,000 (excl. VAT) or more, shipping costs are borne by WAPRO spol. s r.o.
  • For orders with a total value not exceeding CZK 5,000 (excl. VAT), shipping costs are borne by the buyer; in such case, a freight charge according to the current price list of WAPRO spol. s r.o. is added to the price of the ordered goods, and this amount will be invoiced as part of the invoice for the goods.

Orders for goods with delivery destination outside the Czech Republic:

  • For orders for goods with a delivery destination outside the Czech Republic (regardless of the value of the ordered goods), shipping costs are borne by the buyer; in such case, actual shipping costs are added to the price of the ordered goods.

(3)

WAPRO spol. s r.o. also enables the orderer (buyer) to have the ordered goods delivered on a cash-on-delivery basis; in such case, a cash-on-delivery fee according to the current price list of WAPRO spol. s r.o. is added to the price of the ordered goods.

(4)

WAPRO spol. s r.o. issues a delivery note in 2 originals for each goods delivery. One original delivery note is always enclosed with the goods delivery by WAPRO spol. s r.o. and the second original is retained by WAPRO spol. s r.o. If the buyer does not send a notification of defects in the delivery by registered letter within 14 days of accepting the goods delivery, it shall be deemed that the goods delivery was duly and timely fulfilled in accordance with the order, and that the buyer confirms that the data stated on the delivery note corresponds to reality. If the buyer does not send a notification by registered letter within 14 days of accepting the goods delivery that they did not receive the delivery note, it shall be deemed that they received it in good order with the goods delivery.

(5)

The buyer is obliged to properly inspect and check the goods upon acceptance. Defects in the delivery (i.e. the type or quantity of the delivered goods does not correspond to the order, invoice or delivery note) must be claimed by the buyer without undue delay after acceptance of the goods.

(6)

In the event of obvious damage to the consignment (packaging or goods), a damage report must be drawn up immediately with the carrier.

Quality warranty and rights arising from liability for defects

(1)

WAPRO spol. s r.o. provides a quality warranty on the delivered goods for 12 months from the date of acceptance of the goods by the buyer, subject to the limitations (in particular regarding the buyer's claims from defective performance) set out in these GTC...

(2)

WAPRO spol. s r.o. is not liable for the following defects in goods:

  1. a) defects in the packaging of goods that were not claimed upon handover and acceptance of the goods;
  2. b) defects caused by mechanical damage to the goods by the buyer or a third party;

    c) defects arising from improper handling, inappropriate use, storage or installation by the buyer or third parties;

    d) defects caused by unprofessional installation, modification or repair, or any use and handling of goods that is contrary to applicable technical standards, professional knowledge and industry practice;

    e) external events such as thermal, chemical or mechanical damage.

(3)

The buyer (purchaser) must not handle the claimed goods in a manner that would make it difficult or impossible to examine the reported defect.

(4)

The buyer's claims from defective performance are limited in accordance with the provision of Section 1916 paragraph 2 of Act No. 89/2012 Coll., the Civil Code, in the following manner:

  • if the buyer discovers a defect in the delivered goods that was present in the goods at the time of delivery, they are obliged to notify the discovered defect in writing without undue delay and at the same time notify the right they are exercising in connection with the discovered defect; if the notification does not meet the stated requirements, WAPRO spol. s r.o. is not obliged to take it into account;

  • if the notification of a defect is found to be justified by WAPRO spol. s r.o. and the performance is qualified as defective, the buyer has exclusively the following claims from defective performance or from the warranty provided:
    • to remedy the defect by repair of the item,
    • to remedy the defect by delivery of a new defect-free item or delivery of the missing item;

Replacement of the product (settlement of defective performance) will be carried out at the registered office of WAPRO spol. s r.o. The costs of transporting the product to the registered office of WAPRO spol. s r.o. are borne by the buyer. After settlement of the defective performance, the goods will be transported at the expense of WAPRO spol. s r.o. to the original delivery destination. By agreement of the parties, the conditions for covering transport costs in connection with the settlement of defective performance may be set differently.

(5)

The above-mentioned claims from defective performance or from the warranty provided represent the complete list of the buyer's claims from mutual commercial transactions, limited within the meaning of the above-mentioned provision (Section 1916 paragraph 2 of Act No. 89/2012 Coll., the Civil Code). The buyer expresses agreement with this specified limitation by their signature (conclusion) of the relevant Agreement, referring to these terms and conditions within the meaning of the provision of Section 1751 of Act No. 89/2012 Coll., the Civil Code.

(6)

By signing below these GTC or on any other document establishing, within the meaning of these GTC, a contractual relationship between WAPRO spol. s r.o. and the buyer, or by any other means including sending an order for delivery of goods, the person who did so confirms that they understand these GTC and accept them in their entirety.

(7)

The buyer's claims from defective performance are also limited in accordance with the provision of Section 1916 paragraph 2 of Act No. 89/2012 Coll., the Civil Code, in such a way that the value of the performance provided by WAPRO spol. s r.o. on the basis of the buyer's claim from defective performance shall not exceed the value of the order as such, i.e. the amount of the purchase price for the delivered goods.

WAPRO spol. s r.o. is not liable for damage that the buyer could have prevented by timely fulfilment of the statutory obligation to avert or minimise imminent damage.

WAPRO spol. s r.o. is not liable for damage caused to any third party as a result of the performance of the contractual relationship established under the conditions of these GTC and the Agreement between WAPRO spol. s r.o. and the buyer.

WAPRO spol. s r.o. is not liable for damage caused to anyone by force majeure – as a result of circumstances beyond the control of WAPRO spol. s r.o. or without its fault. This applies in particular to damages arising as a result of delays or other breaches of obligations by suppliers of WAPRO spol. s r.o.

In other cases, WAPRO spol. s r.o. is liable in such a way that the total extent of the obligation of WAPRO spol. s r.o. to compensate the buyer or any third party for damage or harm arising in connection with the performance of the GTC/Agreement or breach of a legal regulation, is limited to the value of the performance that was the subject of the contractual relationship between WAPRO spol. s r.o. and the buyer, in aggregate for all loss events. Between WAPRO spol. s r.o. and the buyer, it is agreed that WAPRO spol. s r.o. compensates only actual damage; lost profit and other types of damage are not compensated. The above agreed limitation does not apply to compensation for damage caused intentionally or through gross negligence.

The buyer expresses agreement with the above agreed limitation by entering into a contractual relationship with WAPRO spol. s r.o., in particular by signing the Agreement or placing a binding order.

Other provisions

(1)

In the event of the buyer's delay in payment of an already invoiced purchase price, WAPRO spol. s r.o. is entitled to suspend the fulfilment of further orders of the buyer without itself being in delay with performance. WAPRO spol. s r.o. is also not liable for a delay in delivery of goods arising on the basis of circumstances beyond the control of WAPRO spol. s r.o., or on the basis of a fact that WAPRO spol. s r.o. could not have influenced with the exercise of due care.

(2)

The return of ordered goods is only possible provided the following conditions are met:

- Special and non-standard goods, delivered on a special order, as well as slow-moving goods cannot be returned;

- Goods whose sale took place more than 2 years ago cannot be returned either, with the delivery date to the buyer being the decisive date for determining this period;

- In all other cases, the return of ordered goods is only possible after prior agreement with WAPRO spol. s r.o., with a fee of 10% of the purchase prices (unless otherwise agreed between the parties), whereby the goods must be sorted, in their original complete and undamaged packaging. If these conditions are not met, the company reserves the right to charge additional costs associated with accepting the return.

The above conditions for the return of ordered goods apply only if not otherwise agreed in writing between the parties (WAPRO spol. s r.o. and the buyer).

(3)

The General Terms and Conditions (GTC) may be unilaterally amended by WAPRO spol. s r.o. to a reasonable extent, in accordance with the provision of Section 1752 of the Civil Code. In such a case, WAPRO spol. s r.o. will publish the new version of the GTC on its website at least one month before the date of their effectiveness (the change to the GTC will be communicated to the buyer in this way), and will inform the buyer of this fact in a manner consistent with established commercial practice (by telephone, email or in writing). The buyer has the right to reject the change to the GTC and to terminate the obligation established by the Agreement for this reason within a one-month notice period.

(4)

The currently valid version of the general terms and conditions is always published on the official website of WAPRO spol. s r.o. – www.wapro.cz.

(5)

The GTC of WAPRO spol. s r.o. always take precedence over the General Terms and Conditions of the buyer (the other contracting party).

(6)

In contractual relationships with WAPRO spol. s r.o., the application of the provisions of Sections 1728, 1729, 1744, 1757 paragraphs 2 and 3, 1765, 1950 and 2630 of the Civil Code is expressly excluded, unless otherwise agreed in writing between the parties.