1. BASIC PROVISIONS
These business terms and conditions (hereinafter the “TC”) of the trading company
FLUMASYS s.r.o., with its registered office at Lipové náměstí 1019/10, Dubeč, 107 00 Prague 10, IČ 04100859, registered at the
Municipal Court in Prague under C 242559 (hereinafter referred to as “FLUMASYS”),
provide for the mutual rights and obligations of the Parties in connection with or under a purchase contract (hereinafter the “Contract”) concluded between FLUMASYS as the Seller and another natural person or legal entity (hereinafter the “Buyer”) for the supply of goods or services (hereinafter the “Goods”) to the Buyer.
Deviating arrangements in an individual Contract shall take precedence over the provisions of the TC. The Buyer’s Terms and Conditions are not part of the Contract, even if they have not been expressly rejected by FLUMASYS. The terms stated in the Buyer’s order or other Buyer’s documents, which are in conflict with the Contract or the TC or supplement or change them, do not apply unless they are expressly approved by FLUMASYS in writing.
FLUMASYS has the right to change the TC unilaterally, without prejudice of the rights and obligations arising up to the effective date of such a change to the TC.
2. CONCLUSION OF THE CONTRACT
FLUMASYS offers the goods for sale on the basis of the following documents listed in order of priority:
a) The Contract;
b) Quotation or proposal of FLUMASYS;
c) Supplementary business terms for specific Goods;
d) Terms and conditions (TC).
The contract is concluded
a) notification of the acceptance of the Buyer’s order by FLUMASYS without any additions, reservations, restrictions or other changes made by FLUMASYS;
b) by announcing the acceptance of FLUMASYS’ offer by the Buyer without any additions, reservations, restrictions or other changes
performed by the Buyer;
c) acceptance of the Goods by the Buyer and confirmation of acceptance or payment of the purchase price to FLUMASYS, if no conclusion of the Contract has been made in accordance with (a) or (b) of this paragraph.
By placing an order or confirming an offer to FLUMASYS, the Buyer confirms that he has duly acquainted himself with the TC and that he expressly and unreservedly agrees to them, in the wording effective at the time of sending the order or confirming the offer.
The Buyer shall order the Goods in writing and the Buyer’s order shall contain at least the essential information, as follows:
a) identification of the Buyer – name and surname, registered office / principal place of business, identification number;
b) a reference to FLUMASYS ‘offer, if any;
c) the required Goods, their quantity including the technical specification;
d) the contract price, if known to the Buyer;
e) the time of delivery of the Goods;
f) name and surname of the person acting on behalf of the Buyer at the conclusion of the Contract, including
phone number, email
For the purposes of the Contract and the TC, the written form also includes email communication
3. PRICE AND PAYMENT CONDITIONS
The price of the Goods, the time and the method of its payment shall be determined by the Contract. The price is payable by transfer to the account of FLUMASYS stated on the tax document with the indication of the variable payment symbol.
The price is not subject to trade or other discounts and does not include any taxes, fees or costs for special packaging and insurance, unless otherwise provided by FLUMASYS in writing. These additional fees and costs shall be paid by the Buyer. However, the purchaser may submit to FLUMASYS a tax exemption certificate acceptable to the tax authorities. FLUMASYS is not obliged to take out insurance in favour of the Buyer, unless the Buyer so requests.
The Buyer is not entitled to set off receivables from FLUMASYS, including receivables related to the Goods returned by the Buyer for repair or elimination of the defect. If the Buyer causes a delay in the shipment, the due date of the price will be calculated from the date when FLUMASYS was ready to send the shipment. If the Buyer’s Goods are held by FLUMASYS, they are held at the Buyer’s expense.
In the event of a delay in payment of the price of the Goods, the Buyer is obliged to pay FLUMASYS interest on arrears on the unpaid amount of 21% per year, charged monthly.
In the event of the Buyer’s delay in taking over the Goods or paying their price, FLUMASYS shall have the right to sell the Goods in a suitable manner after prior notice to the Buyer’s account after giving the Buyer an additional reasonable period to fulfill its obligation.
FLUMASYS is not obliged to hand over the Goods or provide the Buyer with any other performance if the Buyer is in arrears with the payment of any payment or other performance under any concluded contract with FLUMASYS and in this case is not in arrears with the fulfillment of its obligation, being the Buyer’s delay extends the period of performance of any obligation of FLUMASYS under any contract concluded with the Buyer.
FLUMASYS warrants to the Buyer that the Goods will be free from defects if used and maintained in accordance with the operating instructions or maintenance or any additional instructions in FLUMASYS manuals and other documents.
The warranty period is one (1) year from the receipt of the Goods. This warranty does not apply to defects in the Goods caused by:
a) accident or negligence, misuse or inappropriate use of the Goods,
b) drawing, design or specifications provided by the Buyer,
c) inappropriate or unauthorized maintenance, overhaul, installation, storage or operation of the Goods,
d) use or intentional damage or negligent conduct on the part of the Buyer or its representatives or employees,
e) the quality of the materials used or of the materials processed by the Goods,
f) changes, modifications or repairs of the Goods by anyone else but FLUMASYS,
g) normal wear and tear or faster wear due to the use of abrasive materials and
h) damage after the date of dispatch, unless the damage is directly caused by a defect in material or workmanship.
The use of repair parts or spare parts not supplied or approved by FLUMASYS will invalidate all approvals obtained for the Goods and such use may adversely affect the safe and proper functioning of the Goods. That’s why the warranty does not cover damage or failure of the Goods caused by the use of repair parts or spare parts not supplied or approved by FLUMASYS.
FLUMASYS is not responsible for the above warranty (or under any other warranty, condition or other assurance) if the price of the Goods is not paid properly and on time. FLUMASYS may, at its sole discretion, pay fees for sending the Goods back.
The sole obligation of FLUMASYS in the event of non-compliance with this warranty shall be, in its sole discretion, to change, modify, repair or replace the products, re-provide the services, or refund. FLUMASYS may discard the Goods or spare parts and components for the Goods as obsolete. In this case, FLUMASYS will no longer be obliged to keep the products in stock or deliver them.
The Buyer agrees that, in return for the above warranty and for any other guarantees provided in specific cases in price offers or proposals of FLUMASYS, all other express or tacitly implied warranties, including the warranty for the saleability of the Goods and its suitability for a specific purpose.
5. OWNERSHIP AND RISK OF DAMAGE
Ownership of the Goods will be acquired by the Buyer upon full payment of the full purchase price of the Goods to the Seller. The Buyer is obliged to refrain from any disposition of the Goods that could damage the Goods until the Buyer acquires ownership of the Goods. The risk of damage to the Goods passes to the Buyer by handing it over to the carrier for transport to the destination.
6. DELAY WITH PERFORMANCE
Delivery times stated by FLUMASYS are estimated delivery times. FLUMASYS will not be in arrears with the Contract and will not be obliged to reimburse any expenses, losses or damages caused by the delay in performance if it occurs for reasons beyond its control, for instance due to labour disputes, floods, fire, delays in transport, delays of its supplier , inability of obtaining materials or failure of production equipment In the event of such a delay, the price and other relevant provisions of the Contract will be adjusted to take account of the impact of any delay.
7. PROTECTED INFORMATION
The Buyer undertakes to handle all information, such as FLUMASYS‘s specifications, drawings, software, and information (including designs, reports, software documentation, manuals, models, process information, etc.) as well as confidential and protected information provided by FLUMASYS by making every effort to protect it equally the Buyer does regarding the security of their own confidential and protected information.
In any case at least a reasonable degree of care, whether or not such information will or will not be marked as protected or confidential. The Buyer will only use this information to fulfill its obligations and will not copy, communicate or use it in any other way without the prior written consent of FLUMASYS. These obligations do not apply to information that is publicly available or becomes publicly available without breach of this Contract. The Buyer will obtain it legally and without obligation to maintain confidentiality after the conclusion of this Contract from a third party, unless such third party is or is not subject to an obligation to act. in the best interests or a contractual obligation that would prevent it from communicating such information to the Buyer, or that will be created by the Buyer independently without the use of information obtained from FLUMASYS, which must be documented in writing. The Buyer undertakes to return or destroy all documents, copies, notes and other materials (in written and electronic form) containing confidential or proprietary information at the written request of FLUMASYS. Restrictions and obligations regarding FLUMASYS confidential or proprietary information apply for a period of seven (7) years from the delivery of the Goods.
8. BREACH OF PATENT RIGHTS
FLUMASYS shall not be liable for infringement of a patent or another similar right by manufacturing or marketing products manufactured in whole or in part using the Goods. With respect to the Goods manufactured in accordance with the proposals provided by the Buyer, the Buyer undertakes to indemnify FLUMASYS in the event of any claims, claims or litigation raised, resp. against FLUMASYS for alleged infringement of the rights of third parties.
9. PACKAGING AND SHIPPING
The goods are packed in compliance with with normal business procedures for domestic and foreign shipments. All shipping fees are paid by the Buyer. The carrier chooses FLUMASYS, unless otherwise agreed. Any place on the ship for sea transport and sea insurance is provided by the Buyer.
10. COMPLIANCE WITH LEGISLATION
The Goods are manufactured in compliance with the law and regulations of the country where they are manufactured, in force at the time of manufacture of the Goods. The Buyer is responsible for compliance with the regulations regarding the use of the Goods at the place of its use.
11. GOVERNING LAW
The legal order of the Czech Republic applies as the governing law for the legal relationship under the Contract, and the court of the Czech Republic in whose district FLUMASYS has its registered office is competent to resolve each individual dispute.
12. LIMITATION OF LIABILITY
Neither FLUMASYS nor the Buyer shall be liable for loss of potential profits, loss due to plant closure, inability of operating or increased operating costs, costs of fundraising, inability of using equipment, loss of capital or sales, or any other economic or consequential losses or damages. regardless of whether any claim will be based on the Contract, a delict (including negligent conduct), strict liability or otherwise. The Buyer and FLUMASYS are only liable for any claims arising from a breach of the Contract, a tort (including negligent conduct), strict liability, non-compliance with the warranty or otherwise, up to the contract price of the Goods to which such claims relate.
13. COMPLETENESS OF PROVISION
The Contract constitutes the complete, final and exclusive agreement between the Buyer and FLUMASYS concerning the sale and purchase of the Goods. None of the previous agreements between the parties or business practices have effect on this Contract, amend it, supplement it, amend its validity or interpret it. Any changes or amendments to this Contract are binding on FLUMASYS only if they are in writing and signed by an authorized representative of FLUMASYS.
This TC comes into force on the first of February, 2018.