General Terms and Conditions
HPL Service s.r.o.
headquartered at Varšavská 454/13, 155 21 Prague 2,
ID#: 241 55 225, TAX ID#: CZ27711862
registered at the Municipal Court of Prague, Ref. No. C 183731
- These General Terms and Conditions (hereinafter “GTC”) of HPL Service s.r.o., headquartered at Sazovická 454/13, Prague, ID#: 241 55 225, entered in the Commercial Register maintained by the Municipal Court of Prague, Ref. No.: C 183731, contact address for electronic email: firstname.lastname@example.org (hereinafter “Seller”) govern—within the meaning of Art. 1751 of Act No. 89/2012, Civil Code—conditions for purchases made in an online store using an internet interface at www.hpl-service.cz and www.hpl-service.sk (hereinafter “e-shop”) operated by the Seller.
- The GTC closely define and specify mutual rights and obligations of the Contractual Parties that originate in relation to or based upon a Purchase Contract on the Sale of Goods concluded between the Seller and Byers—legal entities or natural persons who do business or consider themselves to be business entities—for the purpose of further distribution of these Goods. I.e., these Buyers purchase goods to resell them to other business entities and consumers, as end users. Should a framework purchase contract be concluded between the Seller and a Buyer, these GTC shall form an inseparable part of it; should any discrepancies occur, the framework purchase contract shall prevail over the GTC.
- The GTC, along with other documents the GTC explicitly refer to, govern a contractual relationship between the Seller and the Buyer, based upon which the Buyer is entitled to purchase goods from the Seller and re-sell them in a manner described in Par. 1 of this Section. By concluding the contract, the Seller and the Buyer confirm that their decision to enter into a contractual relationship under the GTC was based exclusively on the contents of the GTC and other documents the terms and conditions explicitly refer to. In particular, the GTC govern the manner in which purchase contracts are concluded, contractual performance provided and purchase price paid, as well as the steps the Buyer must take when making a claim concerning faulty goods.
- By sending a binding order, the Buyer confirms that the GTC form and inseparable part of the purchase contract concluded between the Buyer and the Seller, that he has duly acquainted himself with them, that they are clear and understandable and that he pledges to abide by them. At that moment, the Buyer also confirms he accepts the price for the goods ordered, including any potential handling and transportation costs, along with any contractual conditions and provisions, as amended as of the moment at which the order was made or sent. Any changes or modifications to the GTC made after the order had been sent, shall not effect the corresponding relationship between the Seller and the Buyer.
- The GTC are available at the e-shop website and the Buyer thus may archive and reproduce the document. The GTC shall apply in the scope and as published on the e-shop website of the Seller on the day on which the electronic order was made. Prior to making an electronic order, the Buyer must confirm he has acquainted himself with the GTC and agrees with them. The Buyer shall be adequately notified of the GTC before he makes an order and shall have an opportunity to acquaint himself with them.
- The GTC provisions form an inseparable part of the purchase contract.
- Provisions to deviate from the GTC may be arranged in the purchase contract. Such differing provisions indicated in the purchase contract shall prevail over provisions indicated in the GTC.
- The text of the terms and conditions may be changed or modified by the Seller. This provision shall be without prejudice to any rights and obligations which originated during the effect of the prior version of the terms and conditions.
- Based upon the Buyer’s registration at the e-shop website, the Buyer may access his user interface. The user interface allows the Buyer to order goods (hereinafter “User Account”). Should the e-shop website interface allow for that, the Buyer may order goods without any registration, as well, directly vie the e-shop interface.
- When making his registration at the website and ordering goods, the Buyer shall be obligated to indicate all data correctly and truthfully. Should any change occur in the data indicated in the User Account, the Buyer shall be obligated to update them. The Seller considers the data, which the Buyer indicated in his User Account with the aim to purchase goods, to be correct.
- The User Account access is secured by a user name and password. The Buyer shall be obligated to maintain confidentiality on the information necessary to access his User Account.
- The Buyer shall not be obligated to allow third parties to make use of his Account.
- The Seller may cancel any User Account, in particular if not used for longer than 24 months; or immediately should the Buyer breach his obligations under the purchase contract (including the GTC).
- The Buyer acknowledges that his User Account may not be accessible non-stop due to the fact that the Seller’s hardware and software equipment requires maintenance just as any hardware and software equipment by third parties.
- Access to the e-shop website may be conditioned upon the Buyer’s provision of some personal information. In such a case, the Seller shall treat these data in accordance with Act No. 101/2000 Coll., on the Protection of Personal Data, as amended. Personal information shall be fully protected against abuse. The data will be stored and will not be shared with third parties.
- The personal information the Buyer provides shall be used to conclude a contract and to provide performance under the contract. Over and in excess of the above, the Buyer’s personal information may be used only under the conditions specified below. The Buyer acknowledges that the Seller may use the email address the Buyer provided in relation to the purchase of the goods to send commercial communications under Act No. 480/2004 Coll., as amended, offering similar products. If the Buyer does not wish to receive any further commercial communications, he can express his disagreement by clicking on the corresponding box on the “My Account” tab in the “Customer Information” section, or by sending an email expressing his disagreement with being sent commercial communications. The email must be sent to the Seller’s following contact email address: email@example.com.
- The Seller may authorise a third party, as the processing entity, to process the personal information referred to above. The Seller hereby notifies the Buyer and provides him an explicit notification of his rights under Act No. 101/2000 Coll., on the Protection of Personal Data: the provision of the Buyer’s personal information is voluntary; the Buyer is entitled to access it and modify it, as well as to block or dispose of any incorrect information; the Buyer is entitled to withdraw his consent indicated above at any time by sending an email to the Seller’s address; and, should his rights be breached, the Buyer may contact the Office for Personal Data Protection and require a corresponding remedy. Should the Buyer wish to modify his personal information processed by the Seller, he may request the Seller to do so via the contact email address indicated above, or using the postal address indicated above.
Ordering Goods and Concluding a Purchase Contract
- All the goods are presented at the e-shop website interface. The presentation is informative and the Seller shall not be obligated to conclude a purchase contract concerning such goods. Provisions of Art. 1732, Par. 2 of the Civil Code shall not apply.
- The e-shop website interface includes information on the goods, including their price. The price of the goods is indicated including VAT and any related fees. The price of goods shall remain valid for the time period they are displayed on the e-shop website. This provision shall be without prejudice to the Seller’s option to conclude purchase contracts under individually negotiated conditions.
- The e-shop website also includes information on handling and postage costs. The information on the handling and posting costs indicated on the e-shop website applies only if the goods are delivered within the Czech Republic and Slovakia. If goods are to be delivered outside the Czech Republic and Slovakia, individual arrangements with the Buyer are always necessary.
- To order goods, the Buyer must first confirm he has acquainted himself with the GTC and agrees with them. Subsequently, the Buyer shall fill in an order form on the e-shop website. The electronic order is valid as long as all the required information and essentials indicated in the order form have been provided. In particular, the order form shall include information on:
• the goods ordered (the Buyer “places” the goods ordered into an electronic shopping cart on the e-shop website),
• payment of the purchase price of the goods, information on the required means of delivery of the goods ordered, and
• information on the costs related with the delivery of the goods (hereinafter jointly “Order”).
Before the Buyer sends his order to the Seller, he can check and modify the information he entered in the order since the Buyer is entitled to identify and correct mistakes that occurred when order data were being entered. Should the Buyer wish to modify an item or data, he can do so using a corresponding button or link which will take him back to the previous steps. If the Buyer agrees with the order as it is, he can send it to be processed by clicking on the “Complete Order” button. Being sent, the order becomes binding. The Seller shall consider the data which the Buyer indicated in the order to be correct. The Seller shall confirm the receipt of the Buyer’s electronic order without undue delay by sending an email to the Buyer’s email address indicated in his User Account or Order.
- The Seller shall notify the Buyer of the fact it has received the order by sending an email to the Buyer’s email address indicated in the Order, including information of the fact that the Seller accepted the Order (hereinafter “Acceptance”). No automatically sent confirmation of the fact the Buyer’s Order was delivered to the Seller shall not be considered as binding acceptance of the Order.
- Before handing over the subject of the Order, the Seller shall be entitled to check the Buyer’s identification data, to ensure correct delivery. By submitting the Order, the Buyer accepts the GTC, along with the price for the goods ordered, including any potential handling and transportation costs applicable at the time the Order was made and submitted. The Order represents a draft purchase contract with the subject of the purchase consisting in the goods placed in the shopping cart. The purchase contract itself shall be concluded by the Seller’s sending an email Acceptance of the Order to the Buyer. From this moment on, mutual rights and obligations arise between the Seller and the Buyer, as defined in the purchase contract and the GTC.
- The Buyer agrees to use remote means of communication to conclude the purchase contract. Costs incurred to the Buyer in relation to the means of remote communication used to conclude the purchase contract—internet access and telephone charges—shall be paid by the Buyer himself, provided the costs for the Buyer’s use of electronic means are governed by a contract concluded between the Buyer and his internet access provider or electronic communication service provider.
- Depending upon the character of the Order—volume, purchase price, anticipated transportation costs, delivery distance, etc.—the Seller shall always be entitled to ask the Buyer for an authorisation (further confirmation) of the Order in an appropriate manner, e.g., in writing or by telephone. Should the Buyer refuse to provide the authorisation (i.e., additional confirmation) in the required manner, the Order shall be deemed invalid and the contract shall therefore lose its validity. The Seller shall notify the Buyer of these facts in the Acceptance of the Order.
- The Seller reserves the right to reject the Buyer’s Order should there be an obvious error concerning the price, description or image of the goods in the product catalogue on the Seller’s website, and to do so at any processing stage of the Order. The Buyer shall be informed of such a rejection due to an obvious mistake by telephone or by email.
- Purchase contracts shall be concluded in Czech. To ensure successful performance, any purchase contract concluded shall be archived electronically for 5 years, without being accessible to third parties. Information on individual technical steps leading to the conclusion of a contract clearly follow from the GTC.
- The Buyer acknowledges that while handing over the goods paid for by a cashless transaction, the Seller shall be entitled to verify the identity of the person accepting the goods by checking his or her ID, i.e., an ID card or passport, and to note the number of such a document, or any other information about the person who has accepted the goods. This is to prevent any fraud of misuse of stolen credit cards and to protect the rights of genuine credit card owners. The Buyer hereby grants his consent with the Seller’s (the administrator’s) noting the Buyer’s personal information as indicated in the previous sentence and to archive it for a period of six months from the day on which the Buyer accepted the goods.
- The Buyer agrees with cookies being stored on his computer. If it is possible to carry out the purchase in the e-shop and to fulfil the Seller’s obligations under the purchase contract without cookies being stored on the Buyer’s computer, the Buyer may rescind his consent under the prior sentence.
Price of Goods and Payment Terms
- Until their potential change, prices indicated on the e-shop website are final, and include the statutory VAT. The Seller reserves the right to change prices without any prior written, or other public notification.
- Any handling and transportation costs, whose amount may differ based upon the specific transportation option selected for a particular Order, shall be added to the total amount payable in the Order form. The final purchase price calculated after the Order form has been filled out is indicated including any handling and transportation costs. The price indicated for the particular goods at the time they were ordered by the Buyer shall be deemed as the price of goods applicable for the conclusion of a contract between the Seller and the Buyer. This price must be indicated in the Order and in the Acceptance email.
- For each individual Order, the Seller shall be entitled to request the Buyer to pay a deposit on the purchase price, independent of the value or volume of goods. In such a case, the Buyer shall be issued a proforma invoice for up to 100% of the purchase price of the goods. The Buyer shall be informed of this before an Acceptance email is sent to confirm his Order. When goods are ordered by a Buyer who requests they are to be sent outside the Czech Republic or Slovakia, a proforma invoice shall be issued charging up to 100% of the purchase price of the goods, including any handling and transportation costs.
- Prior to submitting his Order, the Buyer can get information on how long the price offer/price remains valid. Any invoice issued based upon a purchase contract concluded between the Seller and the Buyer also serves as a tax document and the Bill of Delivery. Unless agreed otherwise, the Buyer may receive the goods only after they have been paid for in full.
- Should the Buyer make the payment required and the Seller then fails to provide for the delivery of the goods, the Seller shall immediately reimburse the Buyer in a manner they agree on. The deadline for the reimbursement depends on the reimbursement form selected (bank transfer, postal transfer) but may not accede 14 days from the moment the failure occurred.
- Buyers who are registered with the Seller as permanent business partners may have other arrangements made for purchase price due dates.
- Should the Buyer be in arrears with any payment of the purchase price or a portion thereof, and the goods had been delivered before the purchase price was paid in full, the Buyer shall be obligated to pay the Seller a late payment interest amounting to 0.035% of the outstanding payment for each commenced day of the delay.
- The purchase price payment day shall be understood to mean the day on which funds are credited to the Seller’s account.
- Should the Buyer be in arrears with the payment—albeit only with a portion of the purchase price—the Seller shall be entitled:
• require a payment made in advance (a deposit) for any other orders to be delivered, or a cash payment made when the goods are handed over,
• require any discount provided be added to and paid for together with the outstanding purchase price,
• cease any other delivery of goods until all monetary obligations have been paid, or
• withdraw from the contract.
- Any potential discount on the purchase price provided by the Seller to the Buyer are non-cumulative.
- Should the Buyer fail to sufficiently confirm the order (Section IV. Par. 5), the Seller shall be entitled to require the purchase price be paid in full before the goods are sent to the Buyer. Provisions of Art. 2119, Par. 1 of the Civil Code shall not apply.
- The Buyer may pay the price of goods and any potential costs related to the delivery of the goods under the purchase contract as follows:
• in cash at the dispensing warehouse at Logistic Park Tulipán, Palouky 1371, Prague - Hostivice;
• in cash on delivery, at a place specified by the Buyer (i.e., the Buyer’s headquarters, unless specified otherwise in the Order);
• by a bank transfer to the Seller’s account No. 2500891902/2010, maintained by Fio banka, a.s. (hereinafter “Seller’s Bank Account in CZK”);
• by a bank transfer to the Seller’s account No. 2800891904/2010, IBAN: CZ5220100000002800891904, BIC: FIOBCZPPXXX, maintained by Fio banka, a.s. (hereinafter “Seller’s Bank Account in EUR”).
- For cash or cash on delivery payments, the purchase price is due when the goods are handed over. For bank transfers, the purchase price is due within 3 days from the day on which the purchase contract was concluded.
- For bank transfers, the Buyer shall be obligated to indicate a variable symbol when making the purchase price payment. For bank transfers, the Buyer’s obligation to pay the purchase price shall be fulfilled at the moment at which the corresponding amount was credited to the Seller’s account.
Delivery of Goods
- For goods paid for by the Buyer in person while the goods are being handed over, i.e., at the dispensing warehouse or at an address specified by the Buyer, the delivery period starts to run on the day on which a valid purchase contract was concluded in accordance with the GTC, i.e., after the Seller had sent his Acceptance. Should the Buyer select to pay for the goods in a form other than while the goods are being handed over, i.e., by a bank transfer, the delivery period shall begin to run only after the purchase price is paid in full, i.e., from the moment the corresponding amount was credited to the Seller’s account. Specific delivery deadlines for individual types of goods are determined in the catalogue of goods for each individual type of goods; the delivery deadlines include only working days. Should it be impossible to deliver the ordered goods by the deadline, the Seller shall inform the Buyer of the fact and indicate an alternative day or offer another, similar product to the product ordered. In such a case, however, the Seller must ask for the Buyer’s consent. Should the Buyer disagree with the replacement product, he shall be entitled to withdraw from the contract.
- Place of delivery shall be understood to mean the destination, i.e., the address the Buyer specified in the registration form, or the Seller’s dispensing warehouse, if selected by the Buyer to collect the goods in person. Goods may be collected in person from the dispensing warehouse on Mondays through Fridays from 8AM until 4.30 PM, or based upon individual arrangements. Goods are delivered from Mondays through Fridays from 7 AM until 6 PM, or in accordance with rules designated by carriers. The Seller reserves the right to withdraw from the contract in cases, in which goods fail to be delivered to the Buyer three times. In such cases, any potential purchase price payments, reduced by the Seller’s costs incurred due to the failed attempts to deliver the goods, will be immediately reimbursed to the Buyer.
- The Buyer shall be obligated to accept the goods from the carrier in a due manner, check whether packaging has not been damaged, and check the type and volume of the goods. Should any defects occur, the Buyer must inform the carrier. If the Buyer finds damaged packaging which testifies to the fact someone unauthorised opened the consignment, and in cases described above, it is recommended to the Buyer—in his own interest—to reject the consignment. By signing the Bill of Delivery, the Buyer confirms that the consignment has fulfilled all the conditions and essentials indicated above, and any subsequent claims concerning damaged packaging or volume of the goods delivered will be discarded. An invoice, which also serves as a tax document, shall be included in a package featuring an appropriate label. Should the Buyer refuse—without any compelling reason—to accept the goods, the goods shall be deemed delivered on the day on which the delivery was supposed to take place.
- Having duly confirmed he accepts the goods, the Buyer cannot plead there is any conflict between the Order and the goods delivered. Should there be a discrepancy concerning the subject of the Order, the tax document (invoice) confirmed by the Buyer or the Bill of Delivery shall be deemed to demonstrate the actual contents of the Buyer’s Order accepted by the Seller.
- If the Buyer makes a justified claim, i.e., a claim accepted by the Seller, based on the Bill of Delivery and concerning the fact that incomplete goods were delivered, or a claim concerning the fact the wrong type of goods was delivered due to the Seller’s mistake, any further transportation costs shall be paid for by the Seller.
- Should the Buyer fail to accept the ordered goods—with the exception of cases in which goods are not accepted owing to justified claims—the Seller shall be entitled to demand the Buyer to pay a contractual fine amounting to 10% of the price of the ordered goods (excluding VAT).
- The confirmation of the fact the goods were accepted in person or via a carrier, shall be without prejudice to any further justified claims the Buyer may make due to, e.g., hidden defects, lack of functionality of the goods delivered, etc.
- The Seller shall not be obligated to demonstrate the functionality of the goods to the Buyer for each individual purchase.
Ownership Rights and Transfer of the Risk of Damage to the Goods
- Based upon the negotiated exception to the ownership right under Art. 2132 of the Civil Code, the Buyer takes ownership of the goods delivered based upon the Order on the day the goods were paid in full.
- For time the exception from the ownership of the goods lasts, the Buyer shall be obligated to store the goods separately. The Buyer must not pawn the goods or encumber them under no security transfer of ownership rights. The Buyer shall be obligated to immediately inform the Seller of any seizure of his property, confiscation or other actions concerning the goods, carried out by third parties.
- The risk of damage to the goods passes to the Buyer at the moment when the Seller delivers the goods and the Buyer accepts them, or when the Seller allows the Buyer to handle the goods delivered. The Buyer is obligated to inspect the goods delivered immediately after they are handed over and confirm the type of goods delivered and the amount is correct by signing the attached invoice or Bill of Delivery.
Quality Warranty and Limits to Warranty Conditions
- The Seller shall provide the Buyer with quality warranty for the goods provided, which the Buyer is going to re-sell without any modifications to end consumers. The warranty shall be provided for a period of 24 months from the day on which the goods were delivered by the Buyer to the end user, unless a longer warranty period is designated for particular types of goods. For goods that are to be further processed or modified by the Buyer as part of the Buyer’s business performance for purchasing third parties, the Seller shall provide a warranty period of 6 months from the day on which the goods are delivered to the Buyer. For goods for which their manufacturer provides either longer or shorter warranty periods than those indicated above, the warranty period provided by the manufacturer shall prevail.
- The warranty applies to manufacturing or other defects in goods which did not result from unprofessional or rough handling, using the goods in contrary with their purpose or their instruction manuals, or owing to mechanical damage or natural disasters. The warranty does not apply to goods used outside the guidelines of the Seller. Further, the warranty does not apply to defects in goods that had originated before the goods were used the appropriate guidelines/instruction manuals. Further, the warranty does not apply to defects in goods that originated as a result of unsuitable storage.
- In making a claim, evidence of a concluded purchase contract must always be demonstrated, ideally by presenting a document of the purchase, i.e., an invoice, and the defect in the goods in question must be described in detail. Should the defect be of temporary character, the conditions under which it shows must be clearly indicated. The goods that are subject to a claim must be presented as a complete set, including all the appropriate instruction manuals and any other potential accessories, etc. Whenever possible, they should be packaged in the original packaging. If no warranty certificate is presented, or should the Seller have any suspicion that the facts in the warranty certificate have been tempered with, the Seller may reject the claim. In determining the beginning of the warranty period, the Seller shall base his decision on his records, i.e., the confirmed Bill of Delivery. Before any goods are returned as part of a complaint, it is recommended to first consult the nature of the defect with the Seller.
- All the rights and obligations of the contractual parties concerning rights following from defective performance shall be governed by generally binding legal regulations, in particular by Art. 1914 through 1925, Art. 2099 through 2117, and Art. 2161 through 2174 of the Civil Code.
- The Seller bears responsibility to the Buyer that the goods are being handed over without any defect. At the time the Buyer accepts the goods, the Seller is—in particular—responsible that the goods:
• possess such characteristics on which the contractual parties agreed; if no appropriate provision has been agreed, the goods must have characteristics described by the Seller or the manufacturer, or characteristics expected by the Buyer in view of the nature of the goods, and based upon the Seller’s or Manufacturer’s advertising;
• are fit to be used for the purpose indicated by the Seller or for the purpose such goods are usually used;
• are of such quality/version that corresponds to the contractually specified specimen or template, if applicable;
• are of a corresponding amount, volume or weight, and
• satisfy any legal requirements.
- The Buyer must, without undue delay, notify the Seller of any defect he might discover as a result of his timely inspection and due diligence. Otherwise, his entitlement to exercise his rights following from defective performance shall expire. If a hidden defect is concerned, the same applies, provided the Buyer did not report the defect without undue delay after he could have discovered it had he exercised due diligence. However, any defect must be reported within two years after the goods were accepted, at the latest.
- Any other rights and obligations of the parties related to the Seller’s responsibility for defects may be governed by the Seller’s Complaints Procedure.
Other Rights and Obligations of Contractual Parties
- The Seller processes any out-of-court complaints made by Buyers via firstname.lastname@example.org. The Seller shall notify the Buyer that his claim has been settled by email.
- The Buyer hereby takes on the risk of change in circumstances within the meaning of Art. 1765, Par. 2 of the Civil Code.
- Communications may be sent to the Buyer’s email address he indicated for this purpose, or to an email address indicated in the Order form.
- In re-selling the goods provided to him by the Seller, the Buyer must maintain their commercial designation (original corporate branding) and packaging in which he received the goods from the Seller.
- If the relationship under the purchase contract contains an international (foreign) element, the parties agree the relationship shall be governed by Czech law. The United Nations Convention on Contracts for the International Sale of Goods is excluded from the tools that may be used to amend the contractual relationships between the Seller and the Buyer.
- The Seller and the Buyer pledge to fully recognize electronic form of communication, especially email and internet, as valid and binding for both parties.
- Should any provision of the GTC be or become invalid or ineffective, it shall be replaced by a provision whose meaning maximally approximates the invalid provision. The invalidity or ineffectiveness of one provision shall be without prejudice to remaining provisions.
- The GTC become effective as of 1/12/2015 and are valid until a new version of General Terms and Conditions is issued.
- Depending on amendments to the corresponding legal regulations, and his business policy, the Seller reserves the right to amend his terms and conditions. Any amendments and the time they become effective must be published at the Seller’s e-shop website.
- Should the Buyer disagree with the new text of the business terms and conditions, he is obligated to express his disagreement in writing within 14 calendar days from the day they were published. If applicable, the Buyer is entitled to withdraw from the contractual relationship with the Seller. Otherwise, it shall be deemed that the Buyer has accepted the amendments made, and the new version of the GTC will govern the relationship between the Seller and the Buyer.
HPL Service s.r.o.