General Business Terms and Conditions, OMNIKA, spol. s r.o.

 

I. Basic Provisions

 

1.1 Business Conditions

 

1.1.1 The General Business Terms and Conditions (hereafter referred to as „GBC“) shall regulate the

relations between the Seller and Buyer regarding the products offered worldwide by OMNIKA, spol.

s r.o., with its registered address at Hodonín, Pánov 3925, postcode: 69501, ID: 46343733, Tax ID:

CZ46343733, registered in the Companies Register administered by the Regional Court in Brno,

Section C, File no. 5403 (hereafter referred to as „the Seller“).

 

1.1.2 By placing an order in accordance with 1.4.2 GBC the Buyer acknowledges familiarity and

consent with the GBC.

 

1.1.3 A makeup contract may stipulate any provisions divergent from the GBC. The provisions in the

makeup contract shall prevail over any contradictory provisions in the GBC.

 

1.1.4 The GBC provisions create an integral part of a makeup contract. The makeup contract and GBC

are made in Czech, English or German. In case of any discrepancies among the versions the Czech

version prevails.

 

1.2 Seller

 

The Seller is OMNIKA, spol. s r.o., with its registered address at Hodonín, Pánov 3925, postcode:

69501, ID: 46343733, ID: 46343733, Tax ID: CZ46343733, registered in the Companies Register

administered by the Regional Court in Brno, Section C, File no. 5403. Further details on the Seller are

listed in "Contacts".

 

1.3 Buyer

 

1.3.1 The Buyer is a natural or legal person carrying out independently on its own account and

liability business activities on the basis of a trade or similar licence with the view to do so steadily and

in order to make a profit. The Buyer is mainly:

• A person incorporated in a public register,

• A person conducting business on the basis of a trade licence (a person registered in the

Companies Register),

• A person conducting business on the basis of a different licence than trade licence under a

different act.

 

1.3.2 The legal relations between the Seller and Buyer not regulated by the GBC nor a contract

between the Seller and Buyer follow the relevant provisions of the Act No. 89/2012 Coll., the Civil

Code, as amended (hereafter referred to as "the Civil Code"), as well as other related regulations.

 

1.4 Makeup Contract

 

1.4.1 Unless the Parties agree otherwise, the work can only be ordered through Seller's order form in

the following ways:

• In person at the Seller's,

• By e-mail or fax at the addresses listed in "Contacts",

• By a postal service provider to Seller's registered address.

 

1.4.2 The Buyer shall order the work by filling out the form containing mainly the information as

follows:

• About the work ordered, namely type, size, colour, way of operation, way of installation,

• About the required quantity, and

• (in case the Seller provides transport) about required way of transport including destination,

contact person and phone number.

(hereafter referred to as "the Order")

 

1.4.3 The Seller considers all the data shown in the Order correct. The Seller shall confirm the Order

without undue delay and specify expected date of work performance and its total price; such

confirmation shall be in writing by e-mail or fax or the way specified in the Order.

 

1.4.4 The Seller and Buyer have agreed that the Order as specified in 1.4.2 GBC is, in accordance with

§ 1736 of the Civil Code, irrevocable. The Buyer can cancel the Order only if the Seller receives such

cancellation before the Order delivery of at the same time as the Order.

 

1.4.5 The Seller has always right, depending on particular Order specification (quantity, price or

expected transport costs), to require the Buyer to reconfirm the Order (e.g. in writing, by e-mail or

phone).

 

1.4.6 The contractual relationship between the Seller and Buyer is concluded upon receipt

(acceptance) of the Order sent by the Seller to the Buyer in accordance with 1.4.3 GBC.

 

1.4.7 The Buyer acknowledges that the Seller is not obliged to enter a makeup contract, especially

with persons who previously substantially breached their liabilities towards the Seller.

 

1.4.8 The contract is made for indefinite period of time. Its validity and effect expire by fulfilment of

its purpose, i.e. delivery of the contract subject upon meeting all the contractual terms and payment

for the work.

 

1.4.9 The makeup contract can only be altered or amended upon mutual agreement of the Parties.

 

II. Price and Terms of Payment

 

2.1 Unless the Parties agree otherwise, the prices for the work are specified in the Seller's pricelist

valid in the time of makeup contract conclusion. All the prices listed in the pricelist are contract

prices excluding VAT.

 

2.2 The work price (and any possible costs relating to transport) specified in the makeup contract can

be paid in the ways as follows:

• In cash at individually arranged personal takeover;

• Cash on delivery at the destination specified by the Buyer in the Order;

• By credit transfer to the account shown in the invoice.

 

2.3 The Seller is entitled to require advance payment of 50% of the work price at the least before the

work is commenced. In such a case the Buyer shall pay the advance payment within the provided

deadline. The Buyer acknowledges that the Seller is not obliged to start the work before the advance

payment required by the Seller is paid. The period for the work performance starts on the day

following the day the full advance payment is paid as specified herein.

 

2.4 Should transport be arranged by the Seller, the Buyer shall pay the work price including the

transport costs in the amount as agreed. The packing costs are included in the work price and they

are not separately paid by the Buyer. Unless expressly stipulated otherwise, the work price for the

purpose of the GBC means the price of work itself and the transport costs.

 

2.5 In case of cash payment or cash-on-delivery payment the work price is due at the time of work

takeover. In case of credit transfer payment the work price is due as specified in the advance invoice

or tax certificate - invoice.

 

2.6 In case of credit transfer payment the Buyer shall pay the work price and accompany the

payment with the variable symbol. In case of credit transfer the payment obligation is met at the

moment the payment is credited to Seller's account.

 

2.7 The Seller has right, especially in the case the Buyer does not confirm the Order (1.4.5 GBC), to

require full work price payment before dispatch of the work to the Buyer.

 

2.8 Any possible discounts from the work price offered by the Seller shall not be combined unless the

Parties agree otherwise.

 

2.9 If it is common in ordinary course of trade or if required by general legislation rules or if required

by the Buyer, the Seller shall issue a tax certificate - invoice for the payments made pursuant to the

makeup contract. The Seller is a VAT payer. The tax certificate - invoice will be issued before or after

payment of the work price and sent to the Buyer.

 

2.10 The ownership right to the work is transferred to the Buyer on the date of the work takeover

from the Seller or on the date of full work price payment in agreement with the makeup contract

(whichever occurs later).

 

2.11 The Seller is entitled to assign a claim arising from the makeup contract to a factoring company

or arrange a payment unwillingness and insolvency insurance policy without having to consult the

step with the Buyer.

 

2.12 The Parties arrange a punitive interest for each day of payment delay in the amount of 0.05% of

the outstanding amount in case the Buyer's payment default. The Buyer shall also pay the costs

arising from the recovery of claims.

 

III. Withdrawal from the Contract

 

3.1 The Buyer can withdraw from the contract if the Parties agree so or it is set by law.

 

3.2 In case the Buyer exercises the right to withdraw from the contract, the Buyer shall return the

Seller everything obtained pursuant to the makeup contract. Should this not be possible (e.g. the

work was destroyed or consumed in the meantime), the Buyer shall provide financial compensation

for the work that cannot be returned. In case of withdrawal from the contract, the makeup contract

is cancelled retrospectively from the beginning. The work has to be returned to the Seller without

undue delay, however within fourteen (14) days from withdrawal from the contract at the latest. The

Seller will not accept any unsolicited cash-on-delivery or at Seller's expense consignments.

 

3.3 The Seller is entitled to inspect the work returned from the Buyer pursuant to 3.2 GBC in the

period of fifteen (15) days from the work return, mainly in order to find out whether the returned

work is not damaged, worn-out or partly consumed.

 

3.4 In case of withdrawal from the contract the Seller shall reimburse the Buyer payments made by

the Buyer without undue delay after expiration of the period provided for inspection of the work in

accordance with 3.3 GBC, within fourteen (14) from Buyer's withdrawal from the makeup contract at

the latest, by credit transfer to the account specified by the Buyer, whereas in case the Buyer fails to

specify the bank account, the reimbursement can be collected in cash in Seller's registered office

pursuant to submitting of a credit note sent to the Buyer by Seller. The Seller is also entitled to

reimburse the Buyer's payments as soon as the Buyer returns the work.

 

3.5 The Buyer acknowledges that if the work returned by the Buyer is damaged, worn-out or partly

consumed as a result of handling other than required considering its nature and properties, the Seller

is entitled to reduce the work value. The Seller can unilaterally set off the title to reduce the work

value against Buyer's claim for reimbursement.

 

3.6 Until the work is taken over by the Buyer, the Seller is entitled to withdraw from the makeup

contract any time. In such a case the Seller shall reimburse the Buyer's payment by credit transfer to

the account specified by the Buyer without undue delay, whereas in case the Buyer fails to specify

the bank account, the reimbursement will be paid to the account from which the payment was sent

(should it be paid by credit transfer).

 

3.7 The Seller is entitled to withdraw from the makeup contract if the Buyer insists on execution of

the work following improper order or with use of improper thing even though the Buyer was

previously notified by the Seller.

 

3.8 Should the Buyer obtain a gift together with the work, the deed of gift between the Seller and

Buyer is concluded with a resolutely condition specifying that in case of Buyer's withdrawal from the

makeup contract the deed of gift concerning the gift is terminated and the Buyer shall return the

present together with the work. Should the Buyer fail to duly return the gift together with the work,

the Seller has right to unilaterally set off the gift value against Buyer's claim for reimbursement.

 

IV. Delivery Terms

 

4.1 The Buyer is handed the work over at the moment of personal takeover by the Buyer or its

authorized person upon submitting necessary documentation (valid work order together with proof

of payment, etc.), in the Seller's production or storage premises (hereafter referred to as "Point of

Delivery").

 

4.2 Upon previous agreement the work can also be handed over to the Buyer by its sending through

a courier company to the Place of Destination shown by the Buyer in the Order. Unless the Buyer

specifies the courier company, it will be chosen by the Seller, unless the makeup contract stipulates

otherwise. The transport risk and costs are borne by the Buyer.

 

4.3 The Buyer shall take the work over at the Place of Destination within 10 days from being notified

by the Seller. If the Buyer fails to take the work over in the provided period, the Seller is entitled to

charge a storage fee of CZK 10.00/m2/day for the area taken, or the Seller is entitled to withdraw

from the makeup contract.

 

4.4 If the transport is provided by the Seller as per 4.2 GBC, the Buyer shall take the work over

without delay. In case of delay in the work takeover for impediments on Buyer's side, the Seller is

entitled to require compensation for time loss for every started hour of delay in accordance with

forwarder's tariff.

 

4.5 If the work has to be delivered repeatedly or in other way than specified in the Order due to

reasons on Buyer's side, the Buyer shall cover the costs arising from repeated delivery or other way

of delivery.

 

4.6 At the work takeover from the forwarder the Buyer shall check integrity of work packaging, and

notify the forwarder of any faults immediately. In case the packaging is damaged in the way

suggesting unauthorized penetration into the consignment, the Buyer is not obliged to take the

delivery over from the forwarder. By signing the delivery note the Buyer confirms that the packaging

of the consignment with work was intact.

 

4.7 In case the date for the work performance falls on the time of Seller's collection holiday, the

deadline shall be extended accordingly. In such a case the Seller shall notify the Buyer 14 days

beforehand at the latest.

 

V. Warranty Terms and Conditions

 

5.1 The rights and obligations of the Parties concerning Seller's for liability for defective products,

including Seller's guaranteed liability, shall be governed by respective general binding regulations.

 

5.2 The Seller guarantees to the Buyer that the work is in consonance with the makeup contact and

free from defects. Consonance with the makeup contract means that the work quality and useful

properties characterized in the contract, described by the Seller or expected pursuant to Seller's

advertising, or quality and useful properties usual for work of such a kind, correspond with the legal

requirements, is in the contracted quantity, size or weight and consistent with its purpose declared

by the Seller or usual for the work. The contractual quality means technical parameter levels listed in

Seller's technical documentation.

 

5.3 The Buyer acknowledges that different shades and marbling of individual slates of wooden blinds

as well as changes of their shape caused by the environment are not considered a defect.

 

5.4 In case the work is not, at takeover by the Buyer, conformable with the makeup contract

(hereafter referred to as "conflict with the makeup contract"), the Buyer has the right to have the

work put to state conforming to the makeup contract by the Seller as required by the Buyer or by

exchange or repair of the work; should such procedure not be possible, the Buyer may require

adequate discount from the work price or withdraw from the contract. This stipulation does not

apply if the Buyer was aware of the conflict with the makeup contract before the work takeover or

the Buyer caused the conflict with the makeup contract.

 

5.5 Buyer's rights resulting from Seller's liability for defects, including Seller's guaranteed liability, are

exercised at Seller's registered address OMNIKA, spol. s r.o., Hodonín, Pánov 3925, postcode: 69501.

The moment of lodging a claim is the moment when the Seller receives a dispute letter and the work

under claim (unless the Parties agree otherwise).

 

5.6 Should the Buyer insist on the work performance using submitted item or following Buyer's order

of unsuitable nature even after notification from the Seller, the Buyer loses the rights relating to the

work defects arisen as a result of unsuitable item or order.

 

VI. Guarantee of Quality

 

6.1 By the Guarantee of Quality the Seller provides the Buyer guarantee that the work will be fit for

use for usual purpose or preserve usual properties for the whole warranty period.

 

6.2 The warranty period starts on the day the work is handed over to the Buyer. The work is sold with

24-month warranty unless stipulated otherwise. Should a different period be shown on the work, its

package or technical documentation, the warranty period ends by expiry of the longest period. In

case the Parties agree a different warranty period, such agreement will prevail.

 

6.3 The warranty period extends by the time the work was under warranty repair. Should the work

be replaced within the warranty period, the guarantee restarts at the moment of the new work

takeover.

 

6.4 The Seller provides written guarantee (warranty certificate). In case the work nature allows, the

Buyer can be, instead of the warranty certificate, issued a document containing data obligatory for

the warranty certificate (e.g. tax certificate - invoice, bill of delivery, technical documentation).

 

6.5 Should the warranty period provided be longer than in 6.2 above, the Seller shall specify

conditions and scope of such longer warranty in the warranty certificate.

 

6.6 The guarantee in accordance with this GBC article relates only to manufacturing defects, it does

not apply to the work defects arising from its usual wear, improper or excessive use or improper

handling and storage. In such cases a shorter service life cannot be considered as defect and

therefore cannot be claimed as such.

 

6.7 The guarantee cannot be claimed mainly in the following cases:

• The warranty period for the work under claim expired before the claim was lodged - the

guarantee has expired.

• The defect is caused by improper work use.

• The defect is a result of failure to follow the instructions set by the Seller in technical

documentation.

• The defect is a result of incompetent installation, handling, operation or service negligence.

• The defect is a result of unauthorized intervention to the work or other modifications made

without Seller's permission.

Should the work be discounted, the guarantee to the defect for which the lower price was provided

cannot be claimed.

 

6.8 The Buyer is not entitled to guarantee if the defect was caused by an external event after the

damage risk transfer to the Buyer. This arrangement does not apply if the defect is caused by the

Buyer.

 

VII. Final Provisions

 

7.1 The GBC come into force on 1 January 2016.

 

7.2 The Seller declares that offering and performing the work do not infringe any intellectual

property rights of third parties, and declares that the Seller is entitled to offer and perform the work

in extenso. The Buyer acknowledges that by takeover of the work offered and performed by the

 

Seller the Buyer does not acquire any rights relating to copyright, copyright or industrial rights

related rights unless agreed otherwise.

 

7.3 Should the legal relationship created by the makeup contract contain an international (foreign)

element, the Parties hereby stipulate that the relationships shall be governed by the Czech law.

 

7.4 Should a stipulation herein be or become invalid or ineffective, such stipulation will be replaced

by a stipulation the sense of which is nearest to the invalid stipulation. Invalidity or ineffectiveness of

one stipulation does not affect validity of other stipulations. Any changes or amendments to the

makeup contract or GBC must be made in writing.

 

7.5 The makeup contract, including the General Business Terms and Conditions, is archived by the

Seller in an electronic or paper form and is not accessible. The Seller issues a makeup contract copy

for the Buyer as Buyer's order confirmation.

 

7.6 All and any possible disputes arisen between the Seller and Buyer from legal relations based by

the makeup contract or in connection with the contract, or other contracts with a third subject on

assignment of claims, will be decided definitely by the Arbitration Court attached to the Czech

Chamber of Commerce and the Agricultural Chamber of the Czech Republic in arbitration

proceedings in accordance with the Act no: 216/1994 Coll. on Arbitration Proceedings and

Arbitration Awards, in accordance with its Rules and Regulations, by a sole arbitrator appointed by

the Arbitration Court chairperson. The arbitration proceedings will follow the written documentation

and expressions delivered by the Parties. The oral proceedings will be summoned if the arbitrator

considers it necessary for making an arbitration award. In such a case the Seller and Buyers hereby

arrange that (upon consent by the Arbitration Court secretary or arbitration board decision) the

place of the oral proceedings is Masaryk University, Faculty of Law, with the address at Veveří 70,

611 70 Brno. The Parties hereby undertake to fulfil all the obligations arising from the arbitrary

award within the provided deadlines.