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The company DEXTRA.cz VMD s.r.o., with its registered office at Rybářská 674, 788 13 Vikýřovice, ID: 07890044, registered in the Commercial Register kept by the Regional Court in Ostrava, section C, insert no. 77595 (hereinafter referred to as “the seller”) for the sale of goods through an order form.
1.1. The Terms and Conditions (T&C) regulate, in accordance with the provisions of § 1751 (1) of Act No. 89/2012 Coll., the Civil Code (hereinafter referred to as the “Civil Code” or “CC”), the mutual rights and obligations of the contracting parties arising in connection with or based on the purchase contract (hereinafter referred to as the “purchase contract”) concluded between the seller and another person (hereinafter referred to as the “buyer”).
1.2. The T&C apply only to cases where the person who intends to purchase or has already purchased goods from the seller is a legal entity or a person who is acting in the course of his business activities when concluding the purchase contract.
1.3. Provisions differing from the T&C can be agreed upon in the purchase contract. Any deviations in the purchase contract take precedence over the provisions of the T&C.
1.4. The wording of the T&C may be unilaterally changed or supplemented by the seller. This does not effect of the rights and duties that arose during the validity of the previous wording of the T&C.
1.5. These T&C are valid and effective from 11.2024.
2.1. The proposal for the conclusion of a contract is, within the meaning of Section 1732, paragraph 2 of the Civil Code, the price list of the Seller’s products (hereinafter referred to as the “price list”). The Seller sends the current price list to the Buyer at regular intervals. It is also available on request in electronic form from the Seller. For the purposes of the T&C, goods are understood to mean all products offered by the Seller via the catalog.
2.2. The buyer’s order is considered an acceptance of the offer specified in the price list, and any change (even of insignificant details) to the contract proposal is subject to the seller’s additional express approval. Acceptance of the offer with an addition or deviation is excluded according to § 1740 (3) of the Civil Code.
2.3. The buyer’s order must be in writing form. A written order is also considered an order sent by email to the seller; a simple email is sufficient. By submitting the order, the buyer confirms that they have read the content of the T&C, which are available on the seller’s website, and agrees to them.
2.4. The order must be at least clearly specify the type and quantity of the goods ordered. The order must also include the email address to which the seller will confirm the delivery of the order.
2.5. The purchase contract is concluded by the seller’s confirmation of the order to the buyer. For this purpose, it is sufficient to send the confirmation via email in the form of a simple email.
3.1. The prices of goods are listed in the catalog in CZK and EUR, excluding the applicable VAT rate. The prices include all production and other costs of the seller for delivering the goods to the buyer according to Article IV, paragraph 4.2 of these Terms and Conditions.
3.2. The seller reserves the right to unilaterally change the prices by publishing a new price list. New prices are binding for all purchase contracts concluded after the price change has been published in the price list.
3.3. In case of a change in the exchange rate of CZK to EUR between the date of conclusion of the purchase contract and the date of delivery of the ordered goods, the seller is authorized to increase the purchase price of the goods accordingly. The applicable exchange rates are those published by the Czech National Bank (ČNB).
3.4. The seller’s right to claim the purchase price or any other costs, especially under Article IV, paragraphs 4.4 and 4.5 of these Terms and Conditions (hereinafter referred to as the “purchase price”), arises for the seller at the moment of fulfilling the obligation to deliver the goods to the buyer. At this moment, the seller is entitled to issue an invoice to the buyer for the corresponding amount. The invoice will be sent to the buyer’s email address provided in the order. The due date for invoices is 14 (fourteen) days from the date of issuance.
3.5. The seller is authorized to require full payment of the purchase price before fulfilling the obligation to deliver the goods to the buyer. The provisions of Section 2119, paragraph 1 of the Civil Code does not apply.
3.6. If the buyer is delayed in paying any of the payments under paragraph 3.4 or 3.5 of these Terms and Conditions (hereinafter referred to as the “payment”), the buyer is obligated to pay the seller a contractual penalty of 0.05% of the owed amount for each day of delay. Payment is considered made at the moment it is credited to the seller’s account stated on the invoice. In case of delay in payment by the buyer, the seller is entitled to suspend the fulfillment of all unprocessed orders of the specific buyer until the payment, for which the buyer is in delay, is credited to the seller’s account.
4.1. The usual delivery time for ordered goods is one week from the date of the conclusion of the purchase contract under these Terms and Conditions. The seller always acts so that the usual deadline must be met. If it is not possible to meet the deadline due to reasons on the seller’s side, the seller will inform the buyer of an alternative delivery deadline. Delivery within the alternative delivery time is considered timely in fulfillment.
4.2. All goods are normally delivered to the buyer’s registered address via an external carrier chosen by the seller. The seller’s duty to deliver the goods and the risk of damage to the goods pass to the buyer at the moment of delivery of the goods to the buyer’s address.
4.3. An alternative option is delivery of the goods to the buyer at the seller’s company address by handing over the goods to the buyer. If the seller fulfills the duty by handing over the goods at the seller’s registered address, the risk of damage to the goods also passes to the buyer at that moment.
4.4. The seller will arrange for the transport of goods at the seller’s expense. If an agreement is made between the seller and the buyer, the buyer may contribute to part of the transport costs. Transport costs are governed by the seller’s price list in effect at the time the purchase contract is concluded. If required by the nature or quantity of the goods being delivered, the seller is entitled to divide the delivery into several partial deliveries.
4.5. Upon receipt of goods from the carrier, the buyer is obligated to check the integrity of the goods’ packaging and immediately notify the carrier and the seller of any visible damages.
4.6. Ownership of the goods passes to the buyer only after the full payment of the purchase price for the goods.
5.1. The rights and obligations of the contracting parties concerning rights from defective performance are governed primarily by the relevant generally binding legal regulations (especially the provisions of §§ 1914 to 1925 and §§ 2099 to 2117 of the Civil Code).
5.2. The seller’s responsibility for defects applies only to defects that the goods had at the time the risk of damage to the goods passed to the buyer. The buyer is obliged to check the goods as soon as possible.
5.3. Notification of defects must be made in writing without delay when the defects were discovered or could have been discovered, but no later than on the last day of the warranty period. The notification must include the choice of a claim from defective performance; otherwise, this choice belongs to the seller. The buyer has duty to handle the goods in question at their own expense according to the seller’s instructions so that the defect can be inspected by the seller.
5.4. The buyer is not entitled to rights from defective performance if the defect was not notified in a timely manner as specified in paragraph 5.3 of this section of the Terms and Conditions.
5.5. The seller provides a 2-year guaranty for the quality of the delivered goods. The guaranty period begins on the day of delivery of the goods. The guaranty does not cover cases where the buyer repairs the goods themselves or has them repaired using foreign technology or foreign parts. The guaranty also does not apply to cases where the defect was caused by lime deposits, chemical or electrochemical influences, or the effects of drinking or heating water not complying with applicable standards, as well as defects caused by improper installation by an unauthorized person or improper adjustment, operation, or use of the goods. Furthermore, the guaranty does not cover defects caused by improper maintenance or maintenance that was not carried out, although it should have been, nor defects caused by force majeure.
6.1. The seller is authorized to withdraw from the contract if the buyer is more than 14 days overdue with the payment of the purchase price.
6.2. The seller is entitled to withdraw from the contract if insolvency proceedings has been initiated against the buyer’s assets.
6.3. The seller is entitled to offset any claim for damage to the goods against the buyer’s claim for the return of the purchase price.
6.4. The buyer is entitled to withdraw from the contract in the case of the seller’s delay in delivering the goods if the seller is in delay despite a written notice which explicitly warns the seller of their delay, but only if the seller is delayed by at least 30 days with the delivery of the goods, and at least 10 working days have passed from the date of delivery of the written notice.
6.5. Withdrawal from the contract must be in writing form. The effects of withdrawal occur on the day the notice is delivered to the other contracting party.
7.1. The buyer is obliged to immediately inform the seller in writing of any fact that may have an adverse effect on the fulfillment of their obligations to the seller.
7.2. The buyer agrees to receive information related to the goods, services, or the seller’s business at the buyer’s electronic address and further agrees to receive commercial communications from the seller at the buyer’s electronic address.
7.3. The buyer takes over the risk of change of circumstances within the meaning of § 1765, paragraph 2 of the Civil Code.
7.4. The buyer may be served at the email address provided in the order. Withdrawal from the contract must be delivered to the other party in person or via a postal license holder.
8.1. If the relationship established by the purchase contract includes an international (foreign) element, the contractual relationship is always governed by Czech law.
8.2. For solutions of any disputes arising from the contractual relationship governed by these terms and conditions, the jurisdiction of the Regional Court in Ostrava is agreed.
8.3. If any provision of these terms and conditions is invalid or ineffective, or becomes so, it will be replaced by a provision who’s meaning most closely approximates that of the invalid provision. The invalidity or ineffectiveness of one provision does not affect the validity of the other provisions.
In Šumperk, on November 1, 2024.
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