INFORMATION - TRADING CONDITIONS


GENERAL TERMS AND CONDITIONS OF THE COMPANY ATD Elektronik s.r.o.

  1. Definition of certain terms
    1. Terms referred to in the text have the meaning as follows:

    Documentation – in particular, Manual for Use, Instructions for Use, Certificate of Conformity, Pictogram on the product or the package thereof, Package Leaflet and other documentation given to the Buyer relating to the sale and usage of the Goods.

    Shipper – a third party that is in a contractual relationship with the Seller and shall ensure the delivery of the Goods to the destination of the Buyer.

    Buyer – an entrepreneur in the sense of Section 420 and following of the Civil Code of the Czech Republic who enters into a Contract with the Seller and is specified in the Contract.

    Civil Code – Act No. 89/2012 Sb., Civil Code of the Czech Republic, as amended.

    Seller – company ATD Elektronik s.r.o., seated in Domažlice, Luženice 10, zip code 344 01, IČO 49788507, registered in the commercial register managed by the Regional Court in Plzeň, reference number C 4623.

    Contract – a contract concluded under these General Terms and Conditions, the subject of which is the transfer of rights to property of the Goods from the Seller to the Buyer.

    Contracting Parties – the Buyer and the Seller.

    General Terms and Conditions – general terms and conditions of the Seller.

    Goods – corporeal movables and parts thereof from the current offer of the Seller. Under the Contract and the General Terms and Conditions, the Seller undertakes to deliver the movables and transfer the property rights to the movables to the Buyer. Under the Contract and the General Terms and Conditions, the Buyer undertakes to take over the movables and pay the Purchase Price thereof to the Seller, regardless of how the movables are referred to in the Contract. Type, quantity and price of the movables may be further specified in the particular order or offer.
  2. Scope of the General Terms and Conditions
    1. The General Terms and Conditions govern all legal relationships between the Seller and the Buyer arising from the Contract and constitute an integral part of the Contract.
    2. The Seller undertakes to deliver the Goods to the Buyer and allow them to acquire property rights to the Goods in accordance with the conditions laid down in the Contract and the General Terms and Conditions. The Buyer undertakes to take over the Goods and pay the Purchase Price thereof to the Seller in accordance with the conditions laid down in the Contract and the General Terms and Conditions.
    3. The General Terms and Conditions are legally binding for the Buyer, provided that the Seller notified the Buyer of the their existence and provided reference to the website www.atd-elektronik.cz, where they may take note of these General Terms and Conditions, before the both parties entered into the Contract.
    4. The General Terms and Conditions apply to all future contractual agreements between the Seller and the Buyer.
    5. In case that the general terms and conditions of the Buyer lay down different provisions than these General Terms and Conditions, or provisions that are contrary to these General Terms and Conditions, the legal relationship between the Seller and the Buyer shall be governed by these Terms and Conditions unless the Seller undertakes otherwise in writing in the Contract. If the Contract concluded by the Seller and the Buyer contains provisions different from these General Terms and Conditions, provisions laid down in the Contract shall apply.
    6. The Buyer is not entitled to waive these General Terms and Conditions or a part thereof without previous explicit consent of the Seller.
  3. Offer of the Seller and Conclusion of the Contract
    1. The Contract is concluded at the time that the Seller confirms in writing or via electronic media the receipt of a binding order made by the Buyer. The Contract is also concluded at the time that the Buyer confirms in writing or via electronic media a binding offer made by the Seller or a draft Contract made by the Seller.
    2. Information about the Goods available at the Seller’s website is only indicative. It represents an overview of the Goods, not a binding offer of the Seller.
    3. In case there might be any observations or counterclaims regarding the offer of the Seller or the draft Contract, these observations and counterclaims are only binding for the Seller provided that the Seller explicitly confirms these in writing or via electronic media. The Seller shall not accept any additional adjustments or observations submitted to the Contract, unless explicitly confirmed by the Seller.
  4. Price for the Goods and Terms of Payment
    1. Prices for the Goods stated in the Seller’s offer are net prices exclusive of shipping costs and the statutory rate of VAT. The negotiated price is the price applicable at the time that the Buyer places a binding order that is confirmed by the Seller, or the price stated in a binding offer of the Seller or a draft Contract confirmed by the Seller (hereinafter “Purchase Price”).
    2. If the Seller undertakes to provide shipping of the Goods to the Buyer’s destination, the price of shipping shall be governed by shipping tariffs of the Shipper of choice valid at the time of shipping.
    3. Unless the Contract explicitly states otherwise, the Buyer is obliged to pay the Purchase Price upon receipt of the Goods at the latest.
    4. If the Goods are delivered by a Shipper and payment upon receipt was agreed upon, the Shipper is entitled to accept the payment of the Purchase Price.
    5. If payment of the Purchase Price after receipt of the Goods was agreed upon, the payment shall be carried out on the basis of an invoice payable within 14 days from invoice date, unless a different date is negotiated.
    6. If the payment of the Purchase Price is made in the form of a non-cash transaction, ‘the time of payment’ shall mean the time that the money is credited to the Seller’s account.
    7. After the Goods have been sent or received by the Buyer, the Seller is no longer obliged to the make changes in the identification data stated by the Buyer in the invoice.
    8. The Buyer is not entitled to a set-off, retention or reduction of the Purchase Price, even if a warranty claim for defective Goods or any other counterclaim is raised.
  5. Defaults
    1. In case the payment of the Purchase Price by the Buyer is default, the Buyer is obliged to pay a penalty for non-compliance of 0,05% of the Purchase Price for every day of default.
    2. If the performance of obligations by the Buyer is default and/or an insolvency proceeding has been opened against the Buyer, the Seller is entitled to suspend or cancel performance under the Contract and/or any other performance for the Buyer and/or terminate the Contract.
    3. If the Seller cannot meet their obligations to the Buyer in due time because of a default by their supplier and notifies the Buyer of this fact before the default occurs, the incident is not regarded as a default by the Seller.
    4. Sections 1971 and 2050 of the Civil Code may not apply. The Seller is entitled to request any compensation for loss regardless of possible default interest coverage or a penalty for non-compliance
    5. If the Contract is concluded for multiple deliveries of Goods over a longer period of time, the Buyer undertakes to take over the total amount of Goods as specified in the Contract and pay the Purchase Price on the last day of this period of time at the latest. If the Contract is concluded for a period longer than 3 months, the Buyer is obliged to take over a proportionate part of the Goods and pay a proportionate part of the Purchase Price every last day of a quarter, unless the Buyer and the Seller negotiate otherwise in writing or via electronic media. If the Buyer fails to take over the Goods, they are obliged to refund the costs of storage, shipping and return of the Goods they were obliged to take over, if the Seller transported the Goods by their own means after fruitless expiry of the period, as well as a penalty for non-compliance of 0,05% of the Purchase Price of the part of the Goods they failed to take over for every day of default in meeting their obligations. The Buyer’s failure to take over the Goods or a proportionate part thereof does not have any impact on the Buyer’s obligation to pay the Purchase Price within the period negotiated under Section 4 of these General Terms and Conditions.
    6. If the Contract is concluded for a one-time delivery of Goods and the Buyer fails to take over the total of Goods within 3 months after the conclusion of the Contract, the Buyer is obliged to refund the costs of storage, shipping and return of the Goods they were obliged to take over in addition to the Purchase Price of the Goods, if the Seller transported the Goods by their own means after fruitless expiry of the period, as well as a penalty for noncompliance of 0,05% of the Purchase Price of the part of the Goods they failed to take over for every day of default in meeting their obligations. The Buyer’s failure to take over the Goods or a proportionate part thereof does not have any impact on the Buyer’s obligation to pay the Purchase Price within the period negotiated under Section 4 of these General Terms and Conditions.
    7. Upon the default by the Buyer, the risk of damage to Goods passes on the Buyer. The Seller is entitled to store the Goods at the cost and risk of the Buyer and adopt any measures to provide suitable storage for the Goods.
  6. Delivery of Goods
    1. Unless negotiated otherwise, delivery of the Goods is governed by the delivery term EXW, applying INTERCOM 2010 terms. The place of takeover is Luženice 10, Domažlice, zip code 344 01.
    2. The Buyer undertakes to take over the Goods and confirm the takeover by signing the delivery note or another document of the Seller or the Shipper.
    3. Delivery dates are legally binding only if explicitly stated in the Contract. Respect of delivery dates and performance deadlines by the Seller is conditional upon obligations of the Buyer being met in a timely and due manner.
    4. In case the Seller or the Shipper are affected by a force majeure, the negotiated delivery dates shall be appropriately extended.
  7. Transfer of Risk of Damage to Goods and Right to Property
    1. Unless stated otherwise in the Contract or the General Terms and Conditions, the risk of damage to Goods passes on the Buyer at the time that they take over the Goods but no later than the time that the Goods are handed over to the first Shipper, if the Buyer chooses to have the Goods shipped. That applies also in the case that the Shipper was selected and arranged by the Buyer.
    2. The Goods remain a property of the Seller until the Purchase Price is paid
    3. In case of default by the Buyer in meeting their obligations under the Contract, the Seller is entitled to request return of the Goods and, if necessary, request transfer of rights to delivery of the Goods from the Buyer to a third party. In such case, the Buyer is obliged to fully comply.
  8. Liability for Defects and Compensation for Damage
    1. The Buyer is obliged to examine the Goods immediately on receipt to detect potential defects and, if that be the case, file a defect report signed by the Buyer and the Seller or the Shipper.
    2. Determining is the state of the Goods upon receipt by the Buyer but no later than the time that the Goods are handed over to the first Shipper, if the Buyer chooses to have the Goods shipped.
    3. If the Buyer detects any defects in the Goods, he is entitled to refuse the Goods and obliged to notify the Seller of these defects without undue delay, state what type of warranty claim he wishes to address and provide a receipt proving the Goods were purchased from the Seller and a defect report. Otherwise, the Buyer forfeits his warranty rights to the Goods.
    4. If the Goods are verified to be faulty, provided that the defect was present already at the time of transfer of risk of damage and the Buyer has notified the Seller of this defect including all details without undue delay, the Buyer is entitled to removal of the defect (i.e. repair of the Goods or delivery of substitute Goods) or reduction of the Purchase Price. Sections 2016 and 2018 of the Civil Code thereby do not apply.
    5. Right to warranty is conditional upon appropriate storage and handling of the Goods by the Buyer.
    6. The Seller is liable to the Buyer for compensation for any damage relevant to the Contract only up to the Purchase Price.
    7. Claims of liability for defects may not be transferred to a third party.
  9. Termination of Contract
    1. The Seller is entitled to terminate the Contract or a part thereof in writing or via electronic media, or by cancelling an order or a part thereof, under the following conditions:
      • Without justification, if the termination form submitted by the Seller is delivered to the Buyer within 48 working day hours,
      • By reason on the side of the Seller’s supplier,
      • Because the Seller cannot meet their obligations under the Contract for reasons caused by a force majeure
      • By reason of infringement of confidentiality on the side of the Buyer,
      • By reason of the Goods being subject to prior sale, and/or
      • By reason of the Goods no longer being in production.
    2. The Buyer shall be further notified of the reasons for termination of the Contract. If the Buyer has already paid the Purchase Price to the Seller, an amount corresponding to the Purchase Price shall be returned to the Buyer.
    3. Termination of the Contract takes effect on the day of the delivery of the notice of termination of the Contract, or more precisely notice of order cancellation to the other contracting party. This provision does not apply if termination of the Contract is required by the law.
  10. Dispute Settlement
    1. The Contract is concluded in accordance with the law of the Czech Republic. The Contract and these General Terms and Conditions are governed by legislation of the Czech Republic.
    2. All disputes ensuing from the Contract or associated with the Contract shall be definitively settled by ordinary courts of law. The competent court shall be the court of the Seller’s place of business.
  11. Other Provisions
    1. The Buyer is obliged to maintain confidentiality of all information that was or shall be disclosed to them in relation to the Contract and undertakes not to disclose the information to third parties and/or wrongfully use the information to their advantage or the advantage of a third party. This Buyer continues to be bound by this obligation even after the expiration of the Contract.
    2. The Buyer is not entitled to offset their claims against the Seller’s claims, transfer their rights and/or their obligations or the Contract to a third party.
    3. The Seller is entitled to transfer the Contract as well as any of their claims against the Buyer to a third party.
    4. The Seller assumes the risk of changed circumstances in the sense of Sections 1765 and 1766 of the Civil Code.
    5. The contracting parties thereby exclude the application of Sections 1799 and 1800 of the Civil Code, insofar as allowed by Section 1800 of the Civil Code.
    6. The Seller hereby notifies the Buyer in the sense of Act No.101/2000 Sb. on Personal Data Protection, as amended, that they collect and process data on orders and the Buyer’s personal data provided in relation to the Contract to the extent necessary for the Seller to fulfil their obligations and offer Goods. By entering into the Contract, the Buyer gives the Seller consent to the processing of their personal data to the following extent:
      • Name and surname or company name of the Buyer
      • Full billing address or address of the company seat as registered in the commercial register
      • Address of delivery, contact address
      • IČO (Czech citizens only) or DIČ (VAT identification number; VAT payers only)
      • E-mail address and phone number
    7. The Seller hereby notifies the Buyer that where required by the law, the recycling fee for electronics shall be stated on the receipt, and, if that be the case, the recycling fee is included in the price for the Goods.
  12. Final Provisions
    1. If any provision of the Contract and/or the General Terms and Conditions becomes fully or partially invalid, void, ineffective or unenforceable, but can be made valid, effective and enforceable by deleting a part thereof, this provision shall be regarded as deleted to the extent necessary for the provision of the Contract and/or the General Terms and Conditions to be valid, effective and enforceable, while preserving its economic relevance to the largest extent possible.
    2. The Seller is entitled to unilaterally change these General Terms and Conditions, while being obliged to notify the Buyer of such change at least 1 month before it enters into effect, with the exception of single delivery Contracts. The Buyer is entitled to notify the Seller that they do not approve of the change and terminate the Contract within 1 month after receipt of the notice of change of the General Terms and Conditions. The only version of the General Terms and Conditions relevant to the Contract is the one that was valid at the time of conclusion of the Contract.
    3. These General Terms and Conditions shall take effect as of May 5th, 2018.