GENERAL TERMS & CONDITIONS
These are General Terms and Conditions of EAST BALANCE s.r.o., ID 07642971, with registered office at Vladislavova 250, 397 01 Písek, Czech Republic, listed in the commercial register maintained by the Regional Court in České Budějovice, section C, insert 28198, business entity which operates www.smallbatchtools.com and owns SMALL BATCH TOOLS brand name and all intellectual property associated with the project (hereinafter referred to as "the seller") issued in accordance with §1751 et seq. Act No. 89/2012 Coll., Civil Code (hereinafter referred to as "Civil Code").
I. Introductory Provisions
1. These general terms and conditions are an integral part of purchase contracts concluded between the seller on the one hand and individual buyers on the other, the subject of which is, on the one hand, the seller's obligation to hand over the item that is the subject of the purchase to the buyer and to enable the buyer to acquire ownership of this item, and on the other hand, the buyer's obligation to take over this thing and pay the seller the purchase price for it.
2. The legal relationship between the seller and the buyer based on the purchase contract is governed exclusively by these terms and conditions. The use of the buyer's terms and conditions is excluded. The buyer's terms and conditions apply only under the condition that they are expressly accepted by the seller in writing.
3. These general terms and conditions govern the rights and obligations of the contracting parties resulting from individual purchase contracts, unless otherwise agreed in the individual purchase contracts. Alternative provisions in the agreement take precedence over the wording of these general terms and conditions.
II. Purchase Agreement
1. The seller sends the buyer a written offer to purchase the subject of purchase in response to his request. The offer will include in particular:
a) exact specification of the subject of purchase,
b) the price of the object of purchase,
c) estimated delivery date,
d) delivery conditions,
e) validity of the offer.
2. Based on the offer, the buyer is entitled to send the seller a written order for the purchase of the item specified in the offer, under the conditions specified in the offer, within the validity period of the offer. In particular, the order will include:
a) the offer number on the basis of which the order is placed,
b) the exact place of delivery of the object of purchase.
3. The seller confirms receipt of the order to the buyer in writing. Both contracting parties acknowledge that the conclusion of the contractual relationship (purchase agreement between the buyer and the seller) occurs only at the moment of confirmation of the buyer's order by the seller.
4. In the event that it is a repeated delivery of the same item of purchase, the buyer is entitled to send the seller an order to purchase the item of purchase without making an offer with a reference to the previous offer. If the seller confirms such an order without reservations, the purchase contract is concluded by confirming the order. If the seller does not accept the buyer's order without reservation, he will send the buyer a new offer.
III. Purchase Price and Payment Terms
1. The buyer is obliged to pay for the object of purchase the purchase price in the amount agreed in individual purchase contracts, otherwise according to the seller's price list valid on the date of conclusion of the purchase contract. If the object of purchase is to be sent to the buyer, the costs of sending and transporting the object of purchase are covered by the buyer according to the terms of EXW Incoterms, unless agreed otherwise.
2. The seller is obliged to calculate the purchase price with an invoice containing the details of the tax document and to send it immediately after it is issued to the buyer. The billing currency is the currency specified in the seller's offer, otherwise the currency specified in the buyer's order. Unless otherwise agreed in a specific case, the maturity of the purchase price is set at 7 days from the date of the invoice.
3. The buyer is obliged to pay the purchase price by the due date to the seller's account indicated on the invoice. The date of fulfilment of the buyer's obligation to pay the seller is the day when the funds are credited to the seller's account. The provisions of § 2119, paragraph 1 of the Civil Code do not apply to the relationship between the seller and the buyer.
4. If the purchase price or its part is to be paid before handing over the object of purchase, the seller is obliged to issue a proforma invoice. In such a case, the buyer is obliged to pay the purchase price or part of it (hereinafter referred to as the "advance payment") by the due date indicated on the proforma invoice. Following fulfilment of the order before the shipment is arranged, the seller is obliged to issue an invoice to the buyer for the purchase price after deducting the advance payment.
5. In the event that payment in multiple instalments is agreed between the seller and the buyer, the buyer is obliged to pay the individual instalments within the due dates agreed with the seller. In the event of the buyer's delay in payment of any instalment, the purchase price becomes payable in full on the day following the day when the buyer found himself in arrears, without the need to exercise the right to payment of the purchase price in full by separate legal action of the seller.
6. Any exercise of rights from defective performance does not entitle the buyer to non-payment of the purchase price, even in part. The provision of § 2108 of the Civil Code does not apply to the relationship between the seller and the buyer.
7. In the event that the buyer goes into liquidation or starts insolvency proceedings with the buyer as a bankrupt, the seller is entitled, at his discretion, to repay the purchase price or individual instalments of the purchase price and/or to suspend all deliveries of goods to the buyer until the purchase price or purchase instalments are paid and/or their payment sufficiently secured. If the buyer does not pay the purchase price or provide the seller with a guarantee that the seller considers sufficient within a reasonable period set by the seller, the seller has the right to withdraw from the purchase contract.
IV. Delivery and The Possible Damage Risks Associated with The Delivery
1. The seller is obliged to hand over the object of purchase to the buyer within the term specified in the contract. Unless otherwise agreed between the seller and the buyer, the seller fulfils this obligation if he allows the buyer to handle the object of purchase at the seller's billing address and informs the buyer of this fact.
2. If the seller and the buyer agree that the object of purchase should be shipped, the seller fulfils his obligation to hand over the object of purchase to the buyer in accordance with the agreed incoterms delivery conditions, i.e. the moment when the object of purchase is available to the buyer - ready for unloading from the means of transport at the destination agreed in the contract, otherwise at the buyer's billing address.
3. If an advance payment was agreed upon before handing over the object of purchase, the seller is not obliged to hand over the object of purchase to the buyer before the seller receives the advance payment. The deadline for handing over the item of purchase to the seller is extended by the time of the buyer's delay in paying the deposit.
4. If the buyer is in arrears with the payment of any of his monetary obligations to the seller, the seller is not obliged to hand over the object of purchase to the buyer until such obligation is paid.
5. The seller is entitled to fulfil his obligation by handing over the object of purchase in partial shipments. The buyer is not entitled to refuse partial fulfilment of the order.
6. The buyer is obliged to take over the object of purchase without undue delay after the object of purchase has been released, but no later than the day following the day when the seller fulfilled his obligation to hand over the object of purchase.
7. If the buyer is in arrears with taking over the object of purchase, the seller is entitled to store the object of purchase at the expense of the buyer. In such a case, the seller is not obliged to allow the buyer to take over the goods before the buyer reimburses the seller for the costs associated with storing the item of purchase.
8. The damage risk to the object of purchases passes to the buyer at the moment of delivery of the object of purchase by the seller. In case of shipment of the goods, the risk of damage to the goods passes to the buyer according to the agreed incoterms delivery terms.
9. If any documentation regarding the purchase is delivered to the buyer by the seller, including seller's offer, all intellectual property rights to the documentation remain with the seller. The buyer can undertake preventive measures to prevent unauthorized access to the documentation and its use by third parties without the prior consent of the seller. If the purchase contract is not concluded or the purchase contract expires, the buyer is obliged without undue delay after receiving the seller's invitation to provide all documentation incl. return of any copies to the seller.
V. Transfer of Ownership
1. The buyer becomes the owner of the object of purchase at the moment of full payment of the purchase price within the meaning of § 2132 of the Civil Code. If the purchase price is paid in full before handing over the object of purchase, the buyer becomes the owner of the object of purchase at the moment of its acceptance.
2. During the duration of the seller's ownership right to the object of purchase, the buyer is not entitled to encumber the object of purchase with a lien or otherwise use it to secure his debts. The buyer is entitled to resell the purchase object to which he has not acquired the ownership right to his customers only on the condition that he receives payment from the customer before handing over the purchase object or does not allow the customer to acquire the ownership right to the purchase object before paying the full purchase price.
3. If the object of purchase is resold before the buyer acquires ownership, the buyer's claim against his customer automatically becomes the subject of a lien, which secures the seller's claim against the buyer for payment of the purchase price. If the object of purchase is resold together with other goods of the buyer, without determining the price for the object of purchase, the buyer's claim against his customer secures the seller's claim only to the extent that corresponds to the price of the object of purchase invoiced by the seller.
4. The buyer is entitled, even before acquiring the ownership right to the object of purchase, to process, merge or incorporate the object of purchase into another product:
a) in the case of the processing of the subject of purchase, the ownership right to the new item resulting from the processing of the subject of purchase belongs to the seller. The buyer is obliged to handle the processed object of purchase for the benefit of the seller with the care of a proper householder,
b) in case of merger or incorporation of the object of purchase into another product, the seller acquires co-ownership right to the newly created thing to the extent corresponding to the ratio of the value of the purchased object to the value of the newly created thing,
c) when selling a new thing created by processing, merging or incorporating the object of purchase, clause 3. of this article shall be applied similarly.
5. The seller has the right to hold the customer accountable, as the debtor of the guaranteed claim, directly pay the seller. The seller can exercise this right only for a serious reason, e.g.: delay by the buyer in payment(s) of the purchase price, suspension of payment(s) by the buyer, in case of bankruptcy of the buyer or initiation of insolvency proceedings with the buyer. The buyer is obliged, without undue delay, to provide the seller with the information and documentation necessary to assert a claim against the buyer's customer.
VI. Claims from Intellectual Property Rights
1. In the event that a third party asserts any claim against the buyer on the grounds that the object of purchase infringes its intellectual property rights, the buyer is obliged to inform the seller of such a claim without undue delay.
2. The buyer will allow the seller to conduct negotiations with a third party and will provide the seller free of charge with all necessary assistance requested by the seller. Without the consent of the seller, the buyer is not entitled to take any steps towards a third party, in particular to make any statements towards a third party or to acknowledge or deny the claims raised.
3. If damage to the buyer occurs due to the reason specified in point 1 of this article, for which the seller is obliged to compensate, he will compensate the buyer for the actual damage. The buyer does not have the right to compensation for damage if he proceeds in violation of points 1 and 2 of this article.
4. The seller is not obliged to compensate the buyer for damage if the rights of a third party have been violated:
a) actions caused by the buyer,
b) due to modification of the subject of purchase based on the buyer's request,
c) due to the use of the object of purchase for a purpose other than that for which it was provided to the buyer,
d) due to the fact that the object of purchase was modified by the buyer or used together with products that were not delivered by the seller.
5. Any other claims of the buyer in connection with claims from intellectual property rights other than those regulated in this provision are excluded.
VII. Liability for Defects and the Quality Guarantee
1. The seller is responsible for defects that the object of purchase may have at the time the damage risk passes to the buyer, as well as for defects that arose later, which the seller caused by breaching his obligation.
2. The buyer is obliged to inspect the object of purchase immediately after receiving it. If the object of purchase shows defects at the moment of acceptance by the buyer, the buyer is obliged to notify the seller of these defects no later than 7 days after taking over the object of purchase, otherwise the buyer does not have any rights due to defective performance in connection with such defects. The buyer does not have the right to refuse acceptance of the purchase item due to minor defects that do not prevent the use of the purchase item.
3. The seller provides the buyer with a warranty to the extent and under the conditions specified in the purchase contract, otherwise to the extent and under the conditions specified in these general terms and conditions.
4. The seller is not responsible for defects caused by external events not caused by the seller, for normal wear and tear to the object of purchase and for defects caused by the buyer (in particular, damage to the object of purchase, interventions, changes or repairs by the buyer himself or by third parties without the consent of the seller).
5. Defects can be removed:
a) by repairing the object of purchase,
b) by exchanging the object of purchase
The choice of a specific method of removing the defect belongs to the seller, who informs the buyer about this fact. If none of the mentioned ways of removing the defect are possible (e.g.: because the seller no longer manufactures the goods, the goods cannot be repaired, etc.), the claim can be settled by providing a discount on the purchase price.
VIII. Technical Support and Repair of the Item of Purchase
1. The buyer is entitled to make a request for repair of the object of purchase via e-mail to the address info@smallbatchtools.com or by phone at +420 602 432 867. The buyer is obliged to inform the seller about the scope of the repair requested. The buyer is also obliged to state the serial number of the object of purchase, the exact description of the goods and a brief description of the defect, or send a photo of the relevant item of purchase by e-mail.
2. Procedure for solving any buyer's request:
a) Technical support:
The seller will solve all technical question with the buyer without unnecessary delay.
b) Service at the buyer's location:
Within 30 days after receiving the buyer's object of purchase at the latest, the seller will inform the buyer with description of the repair and the expected date of repair. To perform the repair, the buyer is obliged to pay the seller remuneration and travel expenses according to the current standardized rates. The buyer is obliged to confirm the order in writing or via e-mail. Without the relevant confirmation, the seller is not obliged to carry out the repair.
IX. Warranty and Post-Warranty Repair
1. The buyer is obliged to notify the seller about defects or damage to the object of purchase in writing and send this information to the seller by mail or to the e-mail address info@smallbatchtools.com. The information must include the identification and contact details of the buyer, incl. e-mail address and telephone number, date of conclusion of the purchase contract, serial number of the object of purchase, exact designation of the object of purchase, specific description of the defect, information about the required repair, date of discovery of the defect and, if applicable attached photo of the label of the item of purchase, if the item of purchase includes such a label. In the case of defects covered by the warranty, the buyer is obliged to notify the seller of the defects no later than 7 days from the day he discovered the defect or should have discovered it with sufficient care, otherwise his right to the warranty expires.
2. Based on the information from the buyer, the seller will preliminarily assess the defect or damage to the object of purchase and send the buyer a proposal for the scope of the repair. The buyer is obliged to send the object of purchase together with the repair proposal to the address provided by the seller for this purpose.
3. After receiving the object of purchase, the seller is obliged to diagnose the object of purchase to determine the extent of the defect and its cause. After that, the seller sends the buyer a statement about the defect or damage, in particular a statement on whether it is a defect covered by the warranty, as well as a message about how to remove the defects of the item of purchase. If a defect not covered by the warranty is to be repaired, the seller will also inform the buyer of the planned scope of the repair, the price of this repair incl. any compensation for the expenses incurred with the repair and the expected date of the repair (hereinafter referred to as the "repair offer"). In the case of defects covered by the warranty, the repair is carried out free of charge, but the buyer is obliged to reimburse the seller's out-of-pocket expenses, if such expenses arise in connection with the repair of the purchased item. If, in the case of defects covered by the warranty, the seller has chosen a different method of defect removal than repairing the object of purchase, the seller proceeds in the event of a justified complaint in accordance with this choice, therefore sections 4, 5 and 6 of this article do not apply.
4. In the case that the defects are not covered by the warranty, the buyer is entitled to order a repair by the seller in accordance with the seller's repair offer according to Article IX.3 of these general terms and conditions within 30 days of the seller's statement at the latest.
After receiving the order, the seller will confirm the order and carry out the repair without undue delay.
Following the repair, the seller sends the purchased item back to the buyer together with an invoice for the order. The buyer is obliged to pay for the repair within the due date indicated on the invoice.
4. If the buyer does not order a repair within the above-mentioned period, it is valid that he no longer requests the repair.
If the buyer does not inform the seller within the same period that he does not require the return of the item of purchase, the seller will send the unrepaired item of purchase back to the buyer.
5. If the defects are no longer covered by the warranty and the buyer does not order the repair after carrying out the diagnosis of the object of purchase and the subsequent repair offer within the above-mentioned period, the seller is entitled in such a case to invoice the costs of the diagnosis of the object of purchase incl. any reimbursement of costs associated with the return of the item of purchase, and the buyer is obliged to pay the amount invoiced to the seller. If the buyer orders the repair from the seller, the seller will not charge for the diagnosis of the item of purchase.
X. Damages
1. The seller is not obliged to compensate the buyer for any damages caused to the buyer unless the damages were caused by the seller intentionally or due to gross negligence. Compensation for loss of profit is completely expelled.
2. The buyer is not entitled to transfer a claim against the seller arising from without the prior written consent from the seller, even in part. The same applies to any unilateral claim.
XI. Higher Power
1. It is not a breach of contract if any contracting party is in default in fulfilling any obligation from this contract (with the exception of the buyer's obligation to pay the seller the purchase price or other monetary debts in accordance with the purchase contract and these general terms and conditions) as a result of circumstances, which arose after the conclusion of the purchase contract and represent an unforeseeable and insurmountable obstacle that is beyond the control of the party concerned, in particular force majeure, war, armed attack or terrorist attack, insurrection, fire, explosion, accident, flood or other natural element, sabotage, decision or actions of the government (in particular ban on export or re-export or non-granting or revocation of relevant export permits), strike, lockout, etc.
2. The seller is not obliged to supply any hardware, software, provide services or technologies until the seller receives the necessary official permits or approvals or is entitled to general permits or exemptions from permits according to the relevant legal regulations. At the same time, the seller is obliged to make all necessary efforts to obtain these necessary permits in a timely manner. If for any reason the above permissions, approvals or consents are rejected or revoked or if any relevant law, regulation, regulation, or requirements change and as a result the seller is unable or authorized to perform, the seller is released from all obligations under this purchase agreement, without being obliged to compensate the buyer for any damage in this context.
3. The affected contracting party is obliged to inform the other contracting party without undue delay that a force majeure event has occurred.
4. If the performance of any contractual party becomes impossible, the contractual parties are entitled to proceed in accordance with section 2006 et seq. of the Civil Code.
XII. Final Provisions
1. These general terms and conditions form an integral part of the purchase contract concluded by the seller and the buyer.
2. The purchase contract is governed by and interpreted in accordance with the laws of the Czech Republic, regardless of conflict of laws.
3. Any disputes arising from the purchase contract will be resolved by mutual agreement between the contracting parties. For this purpose, the contracting parties undertake to initiate out-of-court negotiations between the contracting parties before starting proceedings before a competent court or other state authority. If it is not possible to resolve the dispute through amicable means, the contracting parties are entitled to resolve this dispute before the competent court in the Czech Republic. Local jurisdiction will be determined according to the seller's registered office.
4. In the event that any provision of the purchase contract is or becomes invalid and ineffective, the other provisions remain valid and effective. The contracting parties undertake to replace the invalid and ineffective provision of the purchase contract with another, valid and effective provision, which in its content and meaning best corresponds to the content and meaning of the original, invalid, and ineffective provision.
5. These general terms and conditions are governed by the Czech law and were issued on July 1, 2020.