I. GENERAL

1.1 The following terms and conditions of sale and delivery shall apply to the contractual relationship between GDS Technology s.r.o. (hereinafter referred to as the Seller) and the Buyer.

1.2 Relations not governed by these terms and conditions and the contract shall be governed by the Commercial Code.

1.3 In the case of machines and equipment, the weight, colour reproduction, model, colour sheets in brochures, drawings and samples, unless otherwise agreed, are indicative only. The Seller reserves the right of ownership and copyright in its documents.

1.4 All information given in the order is binding on both the Seller and the Buyer in the event of the conclusion of a purchase contract on the basis of a confirmed order

1.5 If the Buyer, for reasons not attributable to the Seller, fails to comply with the contract in whole or in part, the Seller shall be entitled to claim damages in the amount proven.

 

II. PURCHASE PRICE

2.1 The purchase prices quoted for the Seller's individual commodities are indicative and the agreed purchase price for individual orders is the price stated in the order confirmation.

2.2 The purchase price quoted excludes packing, insurance, transport and value added tax.

 

III. PAYMENT TERMS

3.1 The Buyer is obliged to pay the purchase price for the Goods together with other delivery costs. The Seller and the Buyer agree that the Seller shall account for the delivery of the Goods by means of an invoice with the requisites of a tax document, which shall be issued after delivery of the Goods and sent to the Buyer's address.

3.2 The Buyer undertakes to check the accuracy and completeness of the information on the invoice, in particular the balances. In the event of incompleteness or incorrectness of the data on the invoice, the Buyer is entitled to return it to the Seller, who will send a new invoice once the defects in the invoice have been corrected. If the Buyer's return of the invoice is not justified, i.e. it contains all the elements of a tax document and is also factually correct (details of the goods, quantity and price), the original due date shall run.

3.3 If the Buyer defaults on payment of the invoice for the delivery of the goods, the Seller shall be entitled to a contractual penalty of 0.05% per day of the amount due for each day of default.

 

IV. TERMS OF DELIVERY

4.1 The Seller is obliged to deliver the goods in the quantity, within the period and at the price specified in the order confirmation, unless otherwise agreed by the parties in individual cases.

4.2 The place of performance is the Seller's business centre at Jiráskova 900, 757 01 Valašské Meziříčí. If in individual cases the dispatch of goods by the buyer is agreed, delivery is made within the meaning of § 412 paragraph 1 of the Commercial Code.

4.3 The Seller is obliged to allow the Buyer to take over the goods properly and the Buyer is obliged to take over the goods properly. The risk of loss, destruction or damage to the goods shall pass to the Buyer upon delivery of the goods.

4.4 If the Buyer refuses to take delivery of the goods duly delivered, the Seller shall be entitled to store the goods at the Buyer's expense and to charge the Buyer for the price of the goods including the costs incurred.

4.5 In the event of the Buyer's own removal, the Buyer undertakes to arrange for the collection and acceptance of the goods from the Seller at the relevant premises within the period specified in the collection notice.

 

V. TRANSFER OF RISKS

5.1 The risk of damage to the goods shall pass at the moment of confirmation of the delivery note, handover note 

of each partial delivery to the Buyer in one of the following ways:

(a) on actual delivery by acceptance,

b) by handing over to the first carrier for transport for the buyer.

5.2 The Buyer is obliged to inspect the delivered goods on acceptance for quantity and obvious defects. The Buyer must indicate any defects found on the delivery note or handover report. By signing either of these documents, the Buyer confirms the proper acceptance and delivery of the goods, including the completeness and quality of the delivery.

5.3 Upon delivery under 5.1(b), the Seller shall allow the Seller to exercise the rights under the contract of carriage against the carrier.

 

VI. PRODUCT QUALITY - GUARANTEES

6.1 The Seller warrants that all products can be used in the cases specified in the manufacturer's technical data sheet, the Seller warrants the characteristics of the goods according to quality standards and mutually agreed samples.

6.2 The Seller shall provide the Buyer with a guarantee for the goods delivered according to the type of product as defined in the technical specification.

6.3 The warranty is provided for products that have been used according to the manufacturer's technical specifications. These conditions are fully harmonized with the regulations in force in the Czech Republic.

6.4 Taking into account the specific nature of the products such as paints, decals, sanding stencils, adhesives, etc. and the many possible influences in their processing, the purchaser undertakes to test them for the intended use before mass production.

6.5 The Buyer undertakes to make a written test report of its own pre-production tests according to Clause 4 of this Article of the Contract, and the Seller undertakes to provide the Buyer with assistance in such tests upon request.

6.6 Failure to carry out the pre-production tests according to clause 6.4 for decals and inks for the intended use shall deprive the Purchaser of the right to claim liability for defects against the Seller for the products in question.

6.7 The Seller shall not be liable for defects if it is evident that the damage has been caused by unprofessional handling or failure to follow technological procedures.

6.8 The Seller declares that the goods delivered are free from legal defects.

 

VII. PRODUCT DEFECTS - CLAIMS

7.1 The Seller shall be liable for defects in the goods at the time when the risk of damage passes to the Buyer.

7.2 In exercising its rights arising from apparent defects in the goods, the Buyer undertakes to proceed as follows:

            (a) upon collection and acceptance of the goods from the seller, to claim the obvious defects in writing by recording them in the delivery note, handover protocol,

            (b) when transported by the seller or by public transport, he undertakes to make a claim in writing on the delivery note if he does not take delivery of the goods because of obvious defects. If he takes delivery of the goods and claims obvious defects, he must leave the goods in their original packaging and immediately lodge a claim in writing (by fax) with the supplier, but no later than 48 hours after delivery. If the apparent defects are not claimed within these time limits, the goods shall be deemed to have been properly delivered and free from apparent defects.

7.3 Products with defects which could not be detected during acceptance according to clause 7.2 of these conditions due to the packaging of the products and in terms of individual pieces and which are obvious defects shall not be further processed and shall be left in a condition ensuring the proof of origin of the goods. In particular, the label identifying the product, its quality and the date of manufacture. The seller shall not bear any consequences arising from the processing of such products. The Buyer shall notify the Seller of such defects immediately upon discovery by any means whatsoever. However, the Buyer must always confirm the claim in writing within 48 hours of discovery.

7.4 Upon discovery of latent and other defects in the products, the Buyer shall notify the Seller of the occurrence of such defects immediately in writing, stating the nature of the defect, and shall leave the product in the condition and construction where the defect was discovered until the Seller's inspection. The Seller is obliged to attend to these defects immediately and within the agreed time after receiving written notification and proof of origin of the goods. In the event of any other procedure, the right to claim liability for defects shall be extinguished.

7.5 Defective goods within the meaning of clause 7.5 hereof shall be replaced by the Seller at his own expense. This obligation applies if the defective goods are technically or commercially unusable for the intended purpose. The buyer is obliged to accept a price reduction if the goods can be used and the replacement of the goods would exceed the price reduction.

7.6 In the event of unjustified claims, the Seller shall be entitled to charge the Buyer the full costs incurred.

7.7 The Seller is not liable for defects resulting from abnormal or unreasonable use of the product, improper handling, assembly and for defects caused to the Buyer by a third party.