GENERAL TERMS AND CONDITIONS OF THE COMPANY MEVA-TEC s.r.o. EFFECTIVE AS OF 01.07.2020

Art. 1 – general provisions, subject and performance

1.1     General provisions. General Terms and Conditions modify the conditions of legal relations in connection to the supply of goods (hereinafter also referred to as the „Subject matter“) between the company MEVA-TEC s.r.o., seated in Roudnice nad Labem, Chelčického 1228, ZIP 41301, Id number:  62742051, registered with the commercial code maintained by the Regional court in Ústí nad Labem, file C 8830, as the seller on one side (hereinafter also referred to as „MEVA-TEC“) and a natural or legal person, as the buyer, on the other side (hereinafter also referred to as „Purchaser“; MEVA-TEC s.r.o. and Purchaser hereinafter also referred to as „contractual parties“).

1.2     Parts of contracts. The Terms and Conditions MEVA-TEC s.r.o. (hereinafter also referred to as „GTC “) shall become an integral part of any contract to be concluded as part of business relations within the scope of the Subject matter between MEVA-TEC s.r.o. and the Purchaser (hereinafter also referred to as „Contract “). Unless the Contract in a specific case contains a different provision, the use of any general terms of the Purchaser or any other general trading terms is excluded. Part of the Contract are also written mutually accepted legal acts (confirmed partial orders based on framework agreements, specification of the subject of delivery, place of delivery etc.) in written or electronic form of communication of the contractual parties as well as any appendices which shall be attached to the Contract in accord with the will of contractual parties as its integral parts.

1.3     Subject of performance. Subject of performance in accord with the Contract is the supply of products from the current line of products of MEVA-TEC, mainly waste bins, containers, propane-butane appliances, breathing apparatus and other goods as well as services of tool shop, machining, pressing, metal manufacturing and coating (hereinafter also referred to as „goods“; the term goods includes likewise services and works executed by the company MEVA-TEC for the Purchaser in accord with a Contract and the provisions of these GTC shall be applied to the services and works analogically) bindingly stipulated between the supplier and the Purchaser in the Contract.

Art. 2 – conclusion of Contract

• Offer of the company MEVA-TEC. All nonspecific offers of the supplier are considered to be only for reference and are not binding. MEVA-TEC is entitled to withdraw even a specific offer even during its acceptance period, which - unless specifically stated in a particular case otherwise – is 14 days from the day of the delivery of the offer to the Purchaser (the person interested in purchasing the goods).
• Order of the Purchaser. Orders made based on offers of MEVA-TEC are considered to be proposals for the entry into a Contract, which MEVA-TEC accepts (if he chooses according to his will to accept such proposal), with a written confirmation (acceptance of the offer). Data contained in the order of the Purchaser are binding and the Purchaser may not withdraw an already placed order, nor cancel it or amend it in any way without an express consent of the company MEVA-TEC.
• Form of the order. Purchaser is obligated to submit the order in a written form via letter, e-mail, fax or via e-shop of the company MEVA-TEC or on webpages www.mevatec.cz. MEVA-TEC confirms the order also in writing via letter, e-mail, or fax or via e-shop of the company MEVA-TEC located at www.mevatec.cz.
• Acceptance of the company MEVA-TEC. For the conclusion and the content of the Contract and the volume of goods to be delivered is decisive the confirmation of the order by the company MEVA-TEC. MEVA-TEC is entitled to confirm the order even with a deviation. Any acceptance of the offer of the company MEVAC-TEC by the Purchaser with any deviation is not an acceptance of the offer and provision § 1740 par. 3 of Act nr. 89/2012 Coll., Civil Code (hereinafter referred to as also as „NCC “) is not applicable to the acceptance of any offers of the company MEVA-TEC by the Purchaser.
• Subject of contract. Subject of the contract is the supply of goods within the scope of order confirmed by the company MEVA-TEC, transfer of ownership right to such goods, the delivery thereof to the Purchaser and the payment of the purchase price to the company MEVA-TEC in accord with the Contract.

Art. 3 - prices, maturity

• Price list of MEVA-TEC. Price of the delivered goods shall always be set in accord with the current price list of the company MEVA-TEC, valid as of the day of confirmation of the order by the company MEVA-TEC.
• Parts of price. Prices of the company MEVA-TEC apply „ex works the company MEVA-TEC “(EXW Roudnice nad Labem – INCOTERMS 2010). Unless from a particular order ensues otherwise, the prices neither include the set value added tax nor any other taxes or fees. Postage or transportation as well as any other similar expenses shall be billed separately in the amount according to the agreement of the contractual parties or – if such agreement is not in place – in the usual amount.
• Maturity. Unless stipulated within the Contract otherwise, the price for the goods is payable within 30 days of the issue of the invoice of the company MEVA-TEC, which is to be sent to the Purchaser without undue delay. The price is payable to the bank account stated on the invoice of the company MEVA-TEC. The day of the payment is considered the day on which the agreed amounts were credited to the bank account of the company MEVA-TEC stated on the invoice.
• Set off of the Purchaser. Offsetting of any claims of the Purchaser against the claims of MEVA-TEC for the payment of the price as well as any other monetary payment in accord with the Contract is excluded without a previous written consent of the company MEVA-TEC.

Art. 4 – delivery period and cooperation, delay of the parties

• Delivery period. Delivery period shall be agreed individually in the Contract. The company MEVA-TEC is entitled to reasonably extend the delivery period stipulated in the Contract, however at maximum by two weeks due to reasons not caused by the company MEVA-TEC. Contractual parties are in such case bound by the provisions in the Contract for the extension of the delivery period and such extension of delivery period does not present a breach of the Contract.
• Cooperation of the Purchaser. If the Purchaser fails to provide the company MEVA-TEC with necessary cooperation to enable a timely delivery of the goods and if the company MEVA-TEC fails to fulfill its obligations due to this, then the period for the performance of obligations of the supplier shall be reasonably extended for each day of the delay of the Purchaser with the provision of cooperation.
• Vis maior. The time period shall be reasonably extended also in case of obstacle caused by reasons out of the scope of will of the company MEVA-TEC such as mobilization, epidemics, war, uprising or such similar events like strike or lockout or any other event excluding liability, which is understood as the obstacle, arising independently of the will of the company MEVA-TEC and preventing it from fulfilling its duties.
• Delay of the company MEVA-TEC. In case of delay of the company MEVA-TEC, the Purchaser is – if proven that damage was caused to him – entitled to demand a contractual penalty amounting to 0, 05% of the price of the part of the delivery with which the company MEVA-TEC was in delay, for each terminated week of the delay, always however up to the maximum of 10% of the price of such part of the delivery.
• Damage compensation – company MEVA-TEC. The entitlement of the Purchaser to the compensation of damages caused as a result of delay in excess of the contractual penalty set in the previous sentence, in all cases of delay of the delivery even following the expiration of the delivery period, is excluded.
• Delay of the Purchaser. In case of delay of the Purchaser with the payment of the price for goods and possibly the agreed transportation costs or any other obligations of the Purchaser, the Purchaser is obligated to pay to the company MEVA-TEC an interest on the late payment in the amount of 0, 05 % from the owed amount for each commenced day of the delay without affecting the entitlement of the company MEVA-TEC to compensation of damages.
• Compensation of damages - Purchaser. In case of breach of obligations by the Purchaser, mainly in case of delay with the payment of the price for the goods, any payments or advance payments, the company MEVA-TEC is not obligated to perform its obligations in accord with the concluded Contract or any other contract concluded between the company MEVA-TEC and the Purchaser and is entitled to withdraw from the contract or suspend its performance and to not release the goods whereas in such cases the company MEVA-TEC does not bear liability for the potential damages of the Purchaser of third parties, the company MEVA-TEC is in such cases further entitled to seek compensation of damages from the Purchaser up to the amount of expenses which arose  to the company MEVA-TEC in connection with the delivery of the agreed goods and further all expenses connected as well as profit lost and further damages. Purchaser is in such case obligated to release the goods to the company MEVA-TEC and provide in this respect all cooperation.

Art. 5 – delivery of the goods and conditions thereof

• Delivery terms. Delivery of the goods takes place at the moment when the goods are prepared to be taken over in the plant of the company MEVA-TEC (EXW Roudnice nad Labem, ČR – INCOTERMS 2010), possibly, if so, agreed between the parties, in the form of takeover of the goods by the first carrier. In case of manner of delivery via shipment to the destination, the place and time of delivery is considered to be the moment of the handover of the goods to the first carrier or forwarder in the plant of the company MEVA-TEC, whereas in this moment also the risk of damage to the goods is transferred onto the Purchaser. The company MEVA-TEC is not obligated to insure the goods against damage, destruction, loss or theft.
• Amount, quality, packaging. The company MEVA-TEC is obligated to deliver the goods in the stipulated amount, quality and design and has to package the goods or prepare them for transport. The price includes non-returnable packaging. If the returnable packaging is not returned by the Purchaser within 60 days from the delivery to the company MEVA-TEC, the company MEVA-TEC shall not accept it back. If the returnable packing is damaged, or if the packaging is not returned within the agreed period, the Purchaser shall be billed irreversibly 100 percent of the price of packaging and the Purchaser is obligated to pay this amount to the company MEVA-TEC.
• Quantitative deviation. Quantitative deviation of the delivered goods not exceeding 10% is not considered to be contrary to the Contract.
• Premature and partial performance. The company MEVA-TEC is always entitled to perform the subject of the Contract prematurely or partially and Purchaser is obligated to prematurely or partially take over the performance of the subject of the Contract.
• Failure to take over the goods. In case of failure to take over the goods by the Purchaser, the company MEVA-TEC is entitled to store the goods at the expense of the Purchaser. If the Purchaser fails to take over the goods within a reasonable period, up to 2 months from the delivery thereof, MEVA-TEC is entitled to sell the goods to another customer providing that the Purchaser is obligated to pay to the company MEVA-TEC all expenses connected thereto and MEVA-TEC is entitled to set off against the already paid part of the price the amount of money already expended as a result of the failure to take over the goods by the Purchaser.
• Preclusion of the performance of MEVA-TEC by the Purchaser. If the Purchaser refuses or otherwise prevents the company MEVA-TEC from performing the delivery of the goods, he shall pay to the company MEVA-TEC a contractual penalty in the amount of 20 % of the price of the goods not taken over, whereas if such goods are custom made according to a request of the Purchaser, then the Purchaser is to pay a contractual penalty in the amount of 100 % of the price of goods not taken over.

Art. 6 – transfer of ownership and resale

• Ownership right to goods. Title to the goods is transferred onto the Purchaser at the moment of total payment of the purchase price for the goods by the Purchaser.
• Limitation of resale. With regard to distribution and other obligations of MEVA-TEC a.s. the Purchaser cannot without a prior written consent for the period of 10 years from the conclusion of this contract dispose of (either himself or through a third party), sell or offer to sell the goods outside the territory of the state to which the goods were delivered by the company MEVA-TEC a.s., whereas the Purchaser shall bind its customers in the same extent. Purchaser shall further ensure that the goods are used or its ownership shall be transferred under the brand name of the company MEVA-TEC. In case of breach of any duty of the Purchaser in accord with this paragraph, the Purchaser commits to pay to the company MEVA-TEC, without prejudice to the rights of MEVA-TEC to seek compensation of damages, contractual penalty in the amount of CZK 100 000, - for each individual case.

Art. 7 – defects of the goods

• Defects of the goods. Company MEVA-TEC is responsible for defects of the goods which are present at the moment of transfer of the risk of damage onto the Purchaser, whereas the properly announced defects for which the company MEVA-TEC is responsible shall be remedied in a manner selected by MEVA-TEC as appropriate and effective. Provisions § 2106 to § 2107 of the NCC shall not apply. With the conclusion of the contract, the Purchaser expressly waives his rights to claims from defective performance beyond the extent provided by these Terms and Conditions.
• Obvious defects. In case of obvious defects of the goods is the Purchaser obligated to inform the company MEVA-TEC of such defects at the latest within 7 days from the delivery of the goods by MEVA-TEC to the Purchaser, otherwise such right of the Purchaser to a removal of the defects in accord with the previous paragraph ceases to exist.
• Manner of complaint, other defects. Defects of the goods have to be claimed by the Purchaser to the company MEVA-TEC in writing and without delay following the discovery thereof or after they could have been found by the Purchaser had sufficient customer care been extended, always however at the latest within 7 days of their finding.
• Inability to suspend payments. Claiming of any defect does not relieve the Purchaser from the payment of the price for the goods or a part thereof. Provision § 2108 of the NCC in not applicable.
• Period for the removal of defects. The company MEVA-TEC shall set the period for the removal of potential defects in the shortest possible time within the operating capabilities of the company MEVA-TEC.
• Discount. If the removal of the defects shall seem as impossible or not economical, the company MEVA-TEC is entitled to provide to the Purchaser a reasonable discount from the price taking into account the extent and the nature of the defect.
• Minimal deviation. Minimal impairment of the value or a deviation of characteristics of the goods are not considered a defect. Minimal deviations are mainly issue of minimal deviations of shape and color, weight and also in cases when the deviation disappears within a short period on its own or may be removed by the customer exerting negligible cost. Disregard is also given to deviations lying within the boundaries of usual business, and therefore deviations usual for this industry hereby remain expressly excluded.
• Exclusion of claims from defects. Claims from defects do likewise not arise in cases of immaterial deviations from the stipulated quality, improper storage, slight limitation of applicability of the goods, their natural wear and tear and damage which arose after the transfer of risk of damage to the goods due to wrong or negligent handling or installation or use of the goods contrary to instructions for use and maintenance, operation and technical manual valid and/or technical lists, valid technical norms, instruction of the company MEVA-TEC or based on  special external forces which are not mentioned in the Contract. Claims from defects do not arise neither in case of improper interference nor in case of commissioning by the Purchaser or third parties, or as a result thereof.  Claims of the Purchaser from defects are further excluded if they arise from different use of goods than as set by MEVA-TEC and/or from altering of the goods by the Purchaser.
• Alternate supply. Company MEVA-TEC is not obligated to ensure alternate supply of goods or parts thereof which are no longer produced.
• Data and warranty. Technical specification data of the goods or any other information on the goods or on the packaging thereof are not considered to be a warranty.

Art. 8 – industrial rights and intellectual property rights

• Intellectual property right. Purchaser is obligated to refrain from any interference in the industrial and intellectual property rights pertaining to the goods. In case of breach of the given obligation of the Purchaser, the Purchaser bears full liability for the breach of industrial and intellectual property rights or any thereto connected rights.
• Retention of copyright. Company MEVA-TEC retains copyright to all designs, technical specification, manuals, price lists and other documents connected to the supply of goods (hereinafter also referred to as „documents “) in an unlimited extent. Such documents may be provided to third party solely based on a prior written consent of the company MEVA-TEC.

Art. 9 – change of circumstances

• Change of circumstances. Purchaser takes onto himself the risk of change of circumstances within the meaning of provision § 1765 par. 2 of the NCC. The rights of the company MEVA-TEC resulting from the changes of circumstances in accord with provisions § 1765 and § 1766 NCC are hereby not affected.

Art. 10 – other claims to compensation of damages

• Compensation of damages. Contractual parties stipulated that the total amount of damage compensation caused by the company MEVA-TEC shall amount at most to the price of the goods with the delivery of which the damage was caused.
• Limitation period. Limitation period for the compensation of damages caused by the breach of legal or contractual duty of the company MEVA-TEC amounts to 12 months from the day of occurrence of the damage.

Art. 11 – stipulations for the Contract with the consumers

• Application of this article for consumers. In case that the contractual party on the side of the Purchaser is a consumer, the stipulations of this article shall apply in addition to the remainder of provisions of these Terms and Conditions. In the event of conflict between the stipulations of this article with other stipulations of these Terms and Conditions, the stipulations of this article prevail.
• Rights and obligations of consumers. If the contract was concluded by means of distance communication, the Purchaser – consumer is entitled to withdraw from the Contract without stating a reason within a period of 14 days from the day of takeover of the goods by the Purchaser – consumer. Condition of withdrawal is the compliance with the set procedure, which is submission of the form for the withdrawal from the contract available on the Internet at www.mevatec.cz and sending or forwarding the goods to the company MEVA-TEC within 14 days from the withdrawal from the Contract to the address stated on the items as the address of the company MEVA-TEC accompanied by information that the consumer applies his right to withdraw from the Contract in accordance with § 1829 par. 1 NCC. The company MEVA-TEC shall within the same period refund to the Purchaser – consumer in accordance with § 1832 NCC funds which MEVA-TEC accepted from the consumer based on a Contract, including the delivery fees paid by the Purchaser – consumer in the amount corresponding to the least expensive manner of delivery of goods offered by the company MEVA-TEC, however not before it is established that the goods were shipped to the company MEVA-TEC. Expenses connected to the return of the goods to the company MEVA-TEC (mainly shipping and freight) shall be borne by the Purchaser – consumer. Purchaser – consumer is liable to the company MEVA-TEC for lowering the value of the goods which arose as a result of handling the goods in other manner than it is necessary to handle with regard to its nature and characteristics. Purchaser – consumer is entitled to claim defects of goods with the company MEVA-TEC for the period of 24 months from the takeover of the goods. Provision of article 12 par. 12.1 shall not apply to Purchaser – consumer.

Art. 12 – arbitration clause, governing law, personal data

• Arbitration clause. All disputes arising from the Contract and in connection thereto pertaining to claims of defects or monetary performance the value of which (disputed value) without accessions exceeds the amount corresponding to CZK 150 000, - shall be decided with final validity by the Arbitration court attached to the Economic Chamber of the Czech Republic and the Agricultural chamber of the Czech Republic in accord with its rules by three arbiters. All other disputes from the Contract shall be decided by ordinary courts.
• Governing law. All legal relationships arising from the Contract shall be subject to the laws of Czech Republic excluding choice of law rules and excluding the UN Convention on the Contracts for the international sale of goods (Vienna convention). Commercialism does not according to § 558 par. 2 of the New Civil Code take precedence over the provisions of law which do not have coercive effects.
• Consent with the processing of personal data. Company MEVA-TEC processes and stores information on Purchasers in accord with the pertinent provisions of Act nr. 101/2000 Coll., on personal data protection. Purchaser hereby grants MEVA-TEC his consent with the processing of all information including personal information connected with the business relationship for the purpose of performance of the Contract and marketing of MEVA-TEC up to the time of issue of a written declaration of disagreement of such processing by the Purchaser. Personal data of the Purchaser is not handed over to any other party by the company MEVA-TEC with the exception of the external carrier, insurer or claims administrator for the purpose of delivery of goods, insurance of the goods or administration of the claims. Contract shall be following its conclusion archived by the company MEVA-TEC in electronic form and shall be accessible only to the company MEVA-TEC; legal duties of the company MEVA-TEC toward public administration are hereby not affected.
• Salvatorian clause. Should any provisions of the General terms and conditions become partially or in whole invalid, other provisions of the General terms and conditions remain thereby unaffected. Such ineffective provisions shall be replaced by an effective provision which is the closest to the economical purpose of the original ineffective provision. The same applies to any potential contractual gaps.