Obchodní podmínky – Merch-Print

Société s.r.o., with its registered office at Pod Labuťkou 1421/32, Libeň,
180 00 Prague 8, Czech Republic, Company ID: 27081613

I. Introductory provisions

1. These Terms and Conditions (hereinafter referred to as the “Terms and Conditions”) regulate the contractual relationship between the buyer – entrepreneur (natural or legal person) and the company Société s.r.o., with its registered office at Pod Labuťkou 1421/32, Libeň, 180 00 Prague 8, Czech Republic, Company ID: 270 81 613, Tax ID: CZ27081613, a company registered in the Commercial Register kept by the Municipal Court in Prague, Section C, Insert 94857 (hereinafter referred to as the “Seller”), which operates the websites societe.cz, reklamnicukrovinky.cz, reklamnidary.cz, usbdary.cz, papirovedary.cz, expresdary.cz, textilprofirmy.cz, merchprint.eu (hereinafter referred to as the “Seller’s Websites”)).

2. Use of Business Terms and Conditions. These GTC are an integral part of the purchase or framework purchase or other contract (contract for the provision of services) concluded between the buyer and the seller (hereinafter referred to as the “contract”), where the subject of the contract is the delivery of goods or services by the seller to the buyer (hereinafter referred to as the “goods” or “subject of performance”), according to the relevant provisions of Act No. 89/2012 Coll., the Civil Code (hereinafter referred to as the “Civil Code”). By referring to these GTC when placing an order by the buyer, when accepting the seller’s offer (price calculation) by the buyer, by signing the contract or its amendment, the buyer confirms that he has read the wording of these GTC, accepts them and agrees to be bound by their provisions and at the same time that he acts as an entrepreneur in his business activities. The buyer is informed of these conditions before placing the order and has the opportunity to familiarize himself with them on the seller’s website.

All presentations placed in the printed catalog or on the seller’s website are of an informative nature before concluding purchase contracts between both parties. The seller is not obliged to conclude a purchase contract regarding these goods. The provisions of Section 1732, paragraph 2 of the Civil Code shall not apply.

3. In the event of a conflict between individual provisions of the OP and individual provisions of the contract, the provisions of the contract shall prevail.

II. Order and its confirmation (formation of the contract)

1. Delivery of the subject of performance shall be made only on the basis of the buyer’s order (e-mail will suffice) drawn up on the basis of the seller’s offer (price calculation).

Content of the order. Each buyer’s order must contain at least the following essential information:

a) identification of the seller, stating his business name – company name/name and surname, registered office/place of business, identification number, contact (telephone and e-mail address);
b) reference to the offer (price calculation) prepared by the seller;
c) description of the ordered goods, their required quantity; if the quantity is not specified, it is assumed that the minimum quantity for the given type of goods is ordered;
d) contractual price according to the seller’s offer (price calculation);
f) requested date and place of delivery of the goods; the place of delivery of the goods is deemed to be the seller’s registered office, unless otherwise agreed; the date of delivery of the goods is deemed to be 25 working days, unless otherwise agreed
g) unless otherwise agreed, transport is deemed to be paid by the buyer, and in Prague it is usually provided by a courier, in the rest of the Czech Republic and abroad by a transport company of the seller’s choice;
h) name, surname and signature of the person authorised to act on behalf of the buyer in this matter.

2. An order that does not contain the particulars specified above in paragraph 1, letters a), b), c), d), h) is not complete, and without its completion the contract will not be concluded. The seller will invite the buyer to eliminate the shortcomings of the order and/or to complete it. Once the data specifying and/or supplementing the order according to the seller’s request is delivered to the seller, the order is considered complete, and if the seller confirms it, a purchase contract will be concluded.

3. Delivery of the order. The order may be delivered to the seller by post, fax or electronic means of communication (e-mail). The buyer is bound by his order – offer to conclude a contract for a period of 7 (seven) days from its delivery to the seller. If the buyer orders the goods by telephone, the seller will then send a written confirmation of the order to the buyer, who is obliged to confirm it no later than 7 (seven) working days. In the event that the buyer does not confirm the order confirmation within this period or confirms it later, the seller is not obliged to deliver the goods to him. However, the seller may still deliver the goods to the buyer, and the contract will then be concluded upon the buyer’s acceptance of the goods.

4. Order confirmation or new offer. After the delivery of the buyer’s order, the seller sends the buyer an order confirmation or a new price calculation. The order confirmation or new price calculation usually contains the requirements according to Article II, paragraph 2 of these GTC. If the seller does not send the buyer an order confirmation or a new price calculation within 7 (seven) days of the delivery of the order, the order expires. The order confirmation can be made by post, fax or electronic means of communication (e-mail). The seller is not obliged to confirm the buyer’s order. Acceptance of the seller’s offer with an amendment or deviation by the buyer, which, even if only insignificantly, changes the conditions of the seller’s offer (price calculation), does not constitute acceptance of the seller’s offer. The contract is concluded only after reaching agreement on all its requirements. The acceptance of the Seller’s offer made to the Buyer may not contain any additions, reservations, limitations, deviations or other changes, nor may it refer to any other terms and conditions than these GTC. If the contract is concluded in a form other than written, this contract shall be deemed concluded only with the content agreed upon by the parties or confirmed in writing by the Seller to the Buyer in its confirmation.

5. Conclusion of the contract. A contract is concluded between the parties by delivering the order confirmation to the Buyer or by the Buyer’s unconditional acceptance of the Seller’s new price calculation. If the order is confirmed by the Seller only for part of the goods, a contract is formed between the parties for the confirmed part of the order.

6. Change in the content of the contract. If the seller does not have the requested goods in stock, or is not available in the required quantity or quality, the seller will offer the buyer a change to the contract (delivery of an alternative performance or delivery of the goods at a different date).

7. Cancellation fee. If the buyer withdraws from the contract before the goods are delivered (cancels his binding order), the seller is entitled to a cancellation fee (contractual penalty) of 50% (in words: fifty percent) of the price of the ordered goods, plus the right to reimbursement of the costs incurred by the seller in connection with the fulfillment of the canceled order. The cancellation fee, as well as the reimbursement of the costs incurred, are payable on the basis of a tax document issued by the seller.

8. Graphic design. If a graphic design is required to fulfill the concluded contract, the seller will send it to the buyer electronically within 48 hours of sending the order confirmation, provided that the buyer has provided all necessary documents (in particular: definition of colors and color, dimensions, graphic documents, location together with the order). The buyer will confirm the graphic design within 24 hours of sending it to the seller, or will provide his comments, which the seller will process and send to the buyer for approval. This is the procedure until the graphic design is approved. If the buyer is in delay with the delivery of documents or with the approval of the graphic design, the delivery time of the goods by the seller is extended by this period.

III. Delivery of goods

1. Delivery time. The seller shall deliver the goods to the buyer within the period specified in the seller’s order confirmation. The buyer shall be deemed to agree to the delivery time unless the seller notifies the seller otherwise within 24 hours of receipt of the order confirmation. Unless otherwise specified here, this period is usually 25 working days. The seller reserves the right to extend the delivery time in special cases arising from force majeure pursuant to Article IX, paragraph 1 of these Terms and Conditions, or in cases where it was not possible to make the delivery within the expected time for objective reasons, or to withdraw from the contract in the cases specified in Article IX, paragraph 1 of these Terms and Conditions.

2. Place of delivery. The seller shall deliver the goods under the delivery condition INCOTERMS 2010 – EXW Seller’s registered office, unless otherwise agreed. If the buyer does not take over the delivered goods properly and on time, the seller is entitled to charge the buyer the costs associated with this; he is also entitled to sell the goods.

3. Delivery costs (postage and packaging) are paid by the buyer. The seller ensures the transport of the goods to the place specified by the buyer only on the basis of the buyer’s order, unless otherwise agreed. If the buyer does not specify any place of delivery, the seller shall fulfill his obligation by delivering the goods pursuant to Article III, paragraph 2 of these GTC.

4. Person authorized to take over. In the event that the seller or the carrier selected by him hands over the goods under the contract at the place of delivery specified by the individual contract (in derogation from paragraph two of this article or at the place of delivery pursuant to paragraph two of this article), to a person acting as a person authorized by the buyer, it is considered that the seller or the carrier selected by him was in good faith regarding the identity of this person. The Seller shall not be liable for any consequences arising in relation to the Buyer in the event that it turns out that such a person was not in fact authorized by the Buyer to take over performance under the contract.

5. The risk of damage to the goods (e.g. loss or deterioration of the quality of the goods), as well as any additional costs incurred, shall pass from the Seller to the Buyer upon delivery of the goods to the Buyer at the place of delivery specified in the individual contract. Unless otherwise provided in the individual contract, the risk of damage to the goods shall pass at the place of delivery pursuant to paragraph 2 of this Article.

IV. Quality of goods

Quality. The goods will be delivered in the usual standard quality corresponding to the type of goods supplied, unless otherwise agreed between the parties.

V. Price

1. Price negotiation. The purchase price of the goods is governed by the price calculation of the goods, which the seller provides to the buyer based on his request. The price of the goods becomes binding upon confirmation of the order by the seller to the buyer, which concludes the contract. If additional costs arise due to reasons on the part of the buyer, the buyer undertakes to pay these additional costs to the seller in full. The price of the goods does not include the costs of transporting the goods to the place designated by the buyer.

2. Deposit. The buyer is obliged to pay the seller a deposit of 50% (fifty percent) of the order price including VAT. The seller is not obliged to start the performance until the advance payment has been paid by the buyer to the seller. If the buyer is in default with the payment of the advance, the seller cannot be in default with the performance and the time for delivery of the goods by the seller is extended by the period for which the buyer is in default.

VI. Payment terms

1. Non-cash and cash payment. Payments, the execution of which is agreed between the seller and the buyer in non-cash form, are considered to have been made at the moment of their crediting to the seller’s account. Payments, the execution of which is agreed between the seller and the buyer in cash, are considered to have been made at the moment of their execution to the person authorized by the seller.

2. Tax document. The buyer is obliged to pay the remaining part of the price under the contract after deducting the advance payment on the basis of an invoice – tax document issued by the seller, unless payment was made in advance on the basis of an advance invoice in full. The buyer is obliged to make the payment within the due date set out in this invoice.

3. Penalty. If the buyer fails to pay the price or any part of the price on the due date, the buyer will be in default from the following day. If the buyer is in default with the payment of the price or any part of the price, he is obliged to pay the seller a contractual penalty of 0.05% of the amount owed for each day of delay. The agreed contractual penalty does not affect the seller’s claim to compensation for damages, in full. The contracting parties have agreed that the seller has the right to compensation for damages in addition to the contractual penalty in the event of the buyer’s delay.

4. Fundamental breach of contract, enforcement. Failure to pay the price or any part of the price on the due date or failure to take over the goods within the agreed period is considered a material breach of contract. The seller is entitled to charge partial performance and the buyer is obliged to pay the amount charged in this way. In the event that the seller has claims against the buyer, the seller is obliged to pay all costs associated with their enforcement.

5. Retention of title. The buyer acquires ownership of the goods only upon full payment of the purchase price to the seller.

VII. Liability for defects, complaints

1. The seller’s liability for defects is governed by the relevant provisions of the Civil Code as amended, unless otherwise agreed in these GTC or the contract. The contracting parties have agreed that the condition for exercising rights arising from defects in the goods is the fulfillment of the buyer’s obligation to hand over to the seller a confirmed original document of delivery of the goods.

2. Obligation to inspect the goods. The buyer is obliged to inspect the goods as soon as possible upon and after the transfer of the risk of damage to the goods (i.e. after delivery of the goods to the buyer) and to determine their condition, quantity and completeness and to notify the seller of all detected defects without undue delay after taking over the goods. The buyer is obliged to check the shipment immediately after taking over the goods from the carrier to ensure that it has not been damaged. Obvious damage to the shipment must be reported to the carrier in writing at the time of delivery. The buyer shall enter the complaint in the carrier’s transport (accompanying) document or damage record at the time of delivery. If the shipment is obviously damaged, the buyer does not have to accept the shipment from the carrier.

If the damage to the shipment is not obvious during transport upon handover, the buyer is obliged to notify the seller in writing immediately after delivery of the following information: the buyer’s name and address, the shipping consignment number, a description of the damage to the goods and photo documentation of the damage (packaging, goods). The buyer must send this written notification to the seller no later than 2 working days after delivery of the shipment.

If the buyer delivers the products to the seller for further processing, the buyer is obliged to inspect the goods before printing or other processing. Otherwise, his claims from liability for defects in the goods expire.

Deadlines for claiming defects. The buyer is obliged to report defects in the goods that are detectable by the buyer upon receipt of the goods (obvious defects) to the seller within the following periods

in the case of personal collection immediately, but no later than 7 (seven) days from the date of receipt of the goods;
when delivering goods by courier/carrier immediately after receipt of the goods, but no later than 7 (seven) days after receipt of the goods, whereby the date of the postmark on the shipment is decisive for meeting the specified deadline when making a claim sent by post, and the date of sending the e-mail is decisive when making a claim by e-mail.

The buyer is obliged to claim hidden defects in the goods that become apparent only after receipt of the goods from the seller immediately after discovering them, but no later than 2 (two) months from the date of invoice.

Any failure to comply with the above deadlines is grounds for rejecting the claim. If sufficient supporting documents for the claim are not sent to the seller, all claims of the buyer against the seller shall lapse.

Method of claiming defects. Detected defects of the goods must be claimed with the seller (at the place of his registered office or at the e-mail address produkce@societe.cz) in writing with a precise description of the defect, identification of the goods and contact information for the buyer. The buyer is also obliged to attach a photo of the claimed defects. The buyer is also obliged to prove that the goods complained of already showed defects at the time of transfer of risk of damage to the goods, i.e. upon delivery of the goods. If the buyer fails to meet any of the conditions of the complaint procedure specified in the contract and/or Article VII of these Terms and Conditions, the seller is not obliged to recognize the complaint as justified.

3. Defects. The seller is liable for defects that the goods have at the time of transfer of risk of damage to the goods (i.e. upon delivery of the goods to the buyer), if they are claimed by the buyer within the deadlines specified in paragraph 2 of this Article VII of these Terms and Conditions. A defect cannot be considered a change (property) of the goods that occurred after the risk of damage to the goods passed due to wear and tear, improper use, insufficient or inappropriate maintenance, natural changes in the materials from which the goods are made, any damage by the buyer or a third party or other improper intervention.

4. Costs incurred in connection with the complaint shall be borne by the seller in the event of a justified complaint and by the buyer in the event of an unjustified complaint. In such a case, the obligated party shall pay these costs to the entitled party no later than 30 days from the date of delivery of the invoice, which shall properly account for and quantify these costs.

5. Claims for defects. If the contract is not substantially breached by defective performance, the buyer shall have the exclusive right to have these defects removed or to a reasonable discount on the price, at the seller’s option. Clause Section 2107, paragraph 3 of the Civil Code, shall not apply. The condition for the emergence of this claim is that the buyer has notified the seller of the defects in writing without undue delay after their discovery. If it turns out that the removal of the defects would involve unreasonable costs, the buyer is entitled to claims for defects in accordance with point VII, paragraph 6 of these GTC. The assessment of whether a specific case involves a material or immaterial breach of contract due to defective performance, as well as the assessment of the unreasonableness of the costs associated with the removal of the defects, lies exclusively with the seller. The seller is obliged to inform the buyer in writing of the result of such an assessment (e-mail is sufficient).

6. If the contract is substantially violated by defective performance, the buyer shall have the exclusive right to have these defects removed (in particular by repair or delivery of a new, faultless performance), or a right to a reasonable discount on the price, at the seller’s option. The condition for the emergence of this right is that the buyer has notified the seller of the defects in writing without undue delay after their discovery. The claimed right cannot be changed without the seller’s consent. The buyer may not withdraw from the contract. The buyer may not demand the delivery of a new item if he cannot return the item in the condition in which he received it.

7. Exclusions. The seller is not liable for defects caused by transport (if provided by the buyer), improper use or storage of the goods, unprofessional intervention or neglect of necessary maintenance of the goods, or for mechanical or chemical damage. The seller is also not liable for damage to the goods caused by failure to comply with the prescribed or usual methods of use.

8. Defects in the event of delay in payment of the price. In the event of the buyer’s delay in payment of the price according to the contract, the buyer immediately and irrevocably loses the right to any rights arising from defects. The provisions of Section 2108 of the Civil Code shall not apply.

9. Damage. The seller is not liable for damage that occurs to third parties in the event of a defective instruction by the buyer. Claims that the buyer is entitled to assert through liability for defects are not entitled to assert through compensation for damages. The seller is liable for any defect caused to the seller by proven and documented damage up to a maximum of 20% of the price of the goods, which the buyer acknowledges and waives the right to compensation for damages exceeding this amount.

VIII. International element

1. If the buyer is a natural or legal person with a place of business/registered office outside the territory of the Czech Republic (hereinafter referred to as the “foreign buyer”), the following provisions shall also apply to the contract concluded between the seller and the foreign buyer, which shall take precedence over other provisions of these GTC.

2. The legal relationship established between the seller and the foreign buyer on the basis of this contract or on the basis of individual purchase contracts between the parties shall be governed by applicable Czech law, with the exception of conflict of laws provisions. The parties hereby make a choice of law pursuant to the provisions of Article 3 of Regulation (EC) No. 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (“Rome I Regulation”) in favor of Czech law. For any disputes, disputes, questions of interpretation or expert questions (opinions) and any potential claims arising from this legal relationship, this framework agreement, as well as individual purchase agreements between the parties, the competent Czech courts are those determined according to the registered office of the seller. The UN Vienna Convention on Contracts for the International Sale of Goods of 11 April 1980, which was promulgated for the Czech Republic under No. 160/1991 Coll., shall not apply.
3. The foreign buyer always bears the costs of transportation, unless otherwise agreed. The seller delivers his goods with a delivery clause according to Incoterms 2010 – EXW seller’s registered office, unless otherwise agreed.

4. The risk of damage to the goods (e.g. loss or deterioration of the quality of the goods), as well as any additional costs incurred, passes from the seller to the buyer at the moment of handing over the goods to the buyer or handing over the goods to the carrier designated by the buyer, unless otherwise agreed.

IX. Final provisions

1. Withdrawal from the contract. If there are irremovable obstacles on the seller’s part that are not his fault and prevent the fulfillment of his obligations to the buyer, the seller has the right to unilaterally withdraw from the contract in writing and is obliged to immediately refund the amount already paid to the buyer, reduced by the costs incurred so far, from which the buyer benefits. The Seller shall not be liable to the Buyer for failure to fulfill obligations under the concluded contract or for damage caused by such failure, if the failure to fulfill obligations occurs due to unforeseen and unavoidable events that the Seller could not prevent (in particular due to force majeure). The Seller shall not be liable to the Buyer for damage arising from contracts concluded by the Buyer with other persons, in particular for consequential and indirect damage.

Force majeure shall mean in particular (but not exclusively) war, natural disaster, civil unrest, power outages, but also failure to fulfill obligations by the Seller’s subcontractor, etc. If the Seller does not withdraw from the contract due to an obstacle preventing the fulfillment of its obligations, the period set for the fulfillment of obligations shall be extended by a reasonable period, assessed according to the nature of the obstacle that has arisen. The seller shall inform the buyer of the obstacle immediately after he is able to do so, specifying what obstacle it is and setting the date when he will be able to additionally fulfill his obligation(s).

The seller is entitled to unilaterally withdraw from the purchase contract also if the contract or law so provides. The seller is entitled to withdraw from the contract if the buyer has entered into liquidation or if insolvency proceedings have been initiated against the buyer. The seller is further entitled to withdraw from the contract or stop the delivery of the ordered goods if the buyer is in default with the fulfillment of any of his due obligations towards the seller for a period longer than 30 days. The seller is also entitled to withdraw from the contract if the buyer seriously or repeatedly violates any of his obligations under the contract, i.e. these GTC, even though he was warned of this fact in writing and did not arrange for a remedy even within the additional reasonable period provided, which may not be shorter than 10 calendar days. In the event of withdrawal from the contract, the contract shall terminate on the day following the day on which the written withdrawal from the contract was delivered to the other party. Withdrawal from the contract shall be delivered by registered mail to the address of the other party or by data box. Withdrawal from the contract shall also be deemed to have been delivered on the day on which the registered mail sent is returned as undeliverable or at the moment when its acceptance by the addressee was expressly refused.

Termination of the contract by withdrawal shall not affect the obligation of the parties to pay the contractual penalty, compensate for damage or other harm, nor shall it affect other provisions of the contract that are to apply even after the termination of the contract.
2. The Buyer declares that he has secured the funds to pay the price for the goods in full. The Buyer is not entitled to unilaterally set off any of his obligations to the Seller with any of his receivables from the Seller.

3. Personal data. The Buyer grants the Seller consent to the processing of his personal data to the extent that he provided them to the Seller. The Buyer agrees that his data will be stored in the Seller’s database for the period during which the Seller conducts business, in compliance with the conditions set out in Act No. 101/2000 Coll.

4. Czech law. Unless otherwise provided in these GTC, the relevant provisions of Act No. 89/2012 Coll., the Civil Code, as amended, apply to contracts concluded on their basis. The contracting parties agree that the competent court of the Czech Republic, in whose jurisdiction the registered office of the seller is located, shall be competent to resolve disputes between them.

5. Use of these Terms and Conditions. By confirming the seller’s price calculation or sending an order/signing the contract or its amendment, the buyer expressly confirms that he has become familiar with the current wording of these Terms and Conditions, accepts them and agrees to be bound by their provisions.

6. Changes to these Terms and Conditions. The seller is entitled to unilaterally propose changes to these Terms and Conditions at any time, in particular, but not exclusively, in connection with changes in legal regulations. The seller informs the buyer of the proposed change to these Terms and Conditions at least 1 month in advance via its website or by e-mail, including information on the proposed effective date. The buyer is obliged to familiarize himself with the proposed wording. If the Buyer does not reject the proposed amendment to the OP in writing no later than the day before the date of the proposed wording of the effect, it is considered that the Buyer has accepted the proposed amendment to the OP with effect from the date proposed by the Seller. If the Buyer rejects the proposal to amend the OP in writing, the original wording of the OP remains in force. If the Buyer rejects the proposal to amend the OP, the Seller is entitled to terminate the contract with a six-month notice period. The above applies to cases of Buyers with whom the Seller has concluded a contract for an indefinite period. For Buyers with whom a contract with a one-time performance is concluded, the wording of the OP currently valid at the time of conclusion of the contract always applies.

7. Limitation. Wherever this does not contradict legal regulations, the Buyer agrees that all rights and claims of the Seller against the Buyer shall expire within a period of 15 (fifteen) years.

8. Set-off. The Buyer agrees that the Seller is entitled to set off the Seller’s due monetary claim against the Buyer against any monetary claim of the Buyer against the Seller, regardless of the currency of the claim and the legal relationship from which it arises. The Buyer agrees that the Seller is entitled to set off its claims against such claims of the Buyer that are not yet due, that cannot be enforced by a decision, that cannot be enforced in court, or that are time-barred.

9. Assignment. Without the Seller’s prior written consent, the Buyer is not entitled to assign (including a security assignment or right) or pledge its claims against the Seller, or to assign the Agreement or part thereof or the rights and obligations arising therefrom.

10. Salvation Clause. If any article of these Terms and Conditions or the contract becomes invalid, ineffective or unenforceable or is in conflict with applicable legal regulations, it shall be deemed to be fully severable from the other articles of the given document, and therefore the other articles of the Terms and Conditions or the contract shall remain in full force and effect.

11. Language. These Terms and Conditions and the contracts of which they are a part are drawn up in the Czech language. If another language version of these Terms and Conditions or the contract is drawn up (whether after or before its conclusion), this Czech version of the contract always takes precedence.

12. Form of legal acts. All legal acts of the seller and the buyer relating to the delivery of goods or the provision of services (as well as all other acts mentioned in these Terms and Conditions) must be in writing, and may be in any written form – an e-mail message will suffice even without a guaranteed electronic signature.
13. Effectiveness. These terms and conditions shall enter into force on 1/11/2016. The Seller has the right to change these terms and conditions at any time. The current terms and conditions published on the Seller’s website are hereby cancelled.

In Prague 31/10/2016.