KOPOS KOLÍN a.s., with registered office at Havlíčkova 432, Kolín IV, 280 02 Kolín, ID No.: 616 72 971, VAT No.: CZ61672971, data box ID: id75i83, registered in the Commercial Register maintained by the Municipal Court in Prague, Section B, File 3689
Delivery address: Havlíčkova 432, Kolín IV, 280 02 Kolín
Telephone contact: +420 321 730 111 E-mail: firstname.lastname@example.org
Scope of validity and applicability of the Terms and Conditions of KOPOS KOLÍN a.s.
These Terms and Conditions (hereinafter referred to as "T&C" or "Terms and Conditions") issued in accordance with the provisions of Section 1751 (1) of Act No. 89/2012 Coll., the Civil Code (hereinafter referred to as "the Civil Code") regulate the contractual relations between the seller and the Buyer arising in connection with or on the basis of a purchase or other contract when purchasing goods in the seller's online store operated on the website www.kopos.cz (hereinafter referred to as "e-shop"). The T&C are an integral part of the purchase contract. Provisions deviating from the T&C may be agreed in the purchase contract, whereby the deviating provisions in the purchase contract shall prevail over the provisions of the T&C.
The operator of the e-shop is KOPOS KOLÍN a.s., with its registered office at Havlíčkova 432, Kolín IV, 280 02 Kolín, ID No.: 616 72 971, registered in the Commercial Register maintained by the Municipal Court in Prague, Section B, file No. 3 689 (hereinafter referred to as the "Company").
Seller - a company, while concluding and executing the purchase contract acts within the scope of its business activity.
Buyer - a buyer on the company's e-shop is either a consumer or an entrepreneur.
A consumer is a natural person who, outside the scope of his business activity or outside the scope of his independent exercise of his profession, concludes a purchase contract with the seller or the seller otherwise legally acts (hereinafter referred to as "consumer"). If the contracting party is a consumer, the relations not regulated by the contract and the T&C, the Civil Code and Act No. 634/1992 Coll., on Consumer Protection, shall govern.
Entrepreneur - is a natural or legal person who carries out a gainful activity independently on his own account and responsibility on the basis of a trade licence or in any other way with the intention to engage in this activity on a regular basis in order to make a profit. For the purposes of these T&C, an entrepreneur is a person who, in the course of his business activity described in the first sentence of this paragraph, concludes a purchase contract with the Seller or otherwise legally deals with the Company (hereinafter referred to as "entrepreneur"). In the event that the Buyer provides his/her Business ID and/or VAT number in the order, the provisions of the T&C applicable to entrepreneurs shall apply.
The Company distinguishes, in particular for consumer protection purposes, between the IP for a buyer in the capacity of a consumer and the IP for a buyer in the capacity of a business.
The Buyer acknowledges that by clicking on the "I agree with the T&C " box located in the order form on the e-shop on the button "Order obliging payment" or by sending a written order of the Buyer in the capacity of a business to the Seller, before the actual conclusion of the purchase contract by clicking, confirms that:
(i) he has familiarised himself with the T&C applicable to his contractual relationship with the company, i.e. he has familiarised himself with the T&C for consumers if the buyer is a consumer or with the T&C for entrepreneurs if the buyer is an entrepreneur;
(ii) he/she has been advised of the right of withdrawal; and
(iii) expressly agrees to the T&C in the version valid and effective at the time of such confirmation.
An integral part of these T&C is the terms and conditions on the processing of personal data of the e-shop, which are available at www.kopos.cz.
GENERAL TERMS AND CONDITIONS FOR CONSUMERS
These Terms and Conditions apply exclusively to contractual relations between the seller and the consumer.
Article 1. Definition of terms
1.1 The Purchase Contract (hereinafter referred to as the "contract") - is a purchase contract within the meaning of Section 2079 et seq. Civil Code, which shall be concluded between the seller and the consumer on the basis of ordering goods. All presentation of the goods in the web interface of the e-shop is of an informative nature and the seller is not obliged to enter into a contract with regard to these goods. The contract is concluded at the moment of confirmation of the consumer's order by the seller. From this moment on, mutual rights and obligations between the consumer and the seller arise, which are defined in the contract and the T&C. The conclusion of a contract without the agreement of all the elements of the contract as stipulated in the Civil Code is excluded in accordance with Section 1726 of the Civil Code. The seller excludes the acceptance of an offer with an addendum or deviation in accordance with Section 1740 (3) Civil Code.
1.2 Consumer contract - is a contract where the contracting parties are a consumer and an entrepreneur.
1.3 In writing - means by email or letter.
Article 2. Pre-contractual communication to consumers and conclusion of the contract
2.1 The Seller informs that
- the cost of using remote means of communication (internet, etc.) to place the order is at the normal rate (according to the consumer's tariff) the seller does not charge any additional fees;
- requires payment of the purchase price before the consumer takes delivery of the goods;
- does not conclude contracts for repeated performance;
- the prices of goods in the e-shop are quoted without and including VAT, including all charges provided by law, the cost of delivery of goods and the costs associated with the chosen method of payment are quoted in the final amount; any depiction of goods in the e-shop is for illustrative purposes only and the consumer will be delivered goods corresponding to its name (code) and verbal description;
- the consumer who has concluded a contract with the seller through the e-shop has the right to withdraw from the contract without giving any reason within 14 days, more detailed conditions of withdrawal are given in Article 5 of the OP;
- the consumer cannot withdraw from a contract for the supply of goods that have been made to his requirements or adapted to his needs;
- the consumer cannot withdraw from a contract for the supply of goods which have been in sealed packaging which, for health or hygiene reasons, is not suitable for return after the consumer has breached it,
- in case of withdrawal from the contract, the consumer bears the costs of returning the goods.
2.2 By selecting the desired goods via the e-shop (by placing the selected goods in the basket), the consumer accepts the legally non-binding offer of the seller as regards the specification of the goods. Subsequently, the consumer can click on the "Proceed to Order" button, whereby the consumer will be presented with a form regarding the choice of transport and payment and the billing information required to conclude the contract. Once the consumer orders the goods in the basket (electronically sends the contents of his basket to the seller for payment by clicking on the "Order obliging payment" button), he is legally bound by his order to the seller. Upon completion of the order, an e-mail confirmation of this order will be sent to the consumer, and the confirmation of the order by the seller constitutes the conclusion of the contract. The current version of the T&C is attached to this confirmation. The consumer is obliged to provide correct and complete information in the form.
2.3 By concluding the contract, the consumer confirms that he/she has read and agreed to the Terms and Conditions before concluding the contract. The T&C form an integral part of the contract. The T&Cs are displayed on the Seller's website.
2.4 The concluded contract shall be archived by the Seller in accordance with the relevant legislation for the purpose of its fulfilment, and the contract shall not be accessible to third parties. Information on the individual technical steps leading to the conclusion of the contract is visible from the ordering process in the online e-shop and the consumer has the opportunity to check and, if necessary, correct the order before the actual dispatch of the order.
2.5 Relations and any disputes arising under the contract shall be resolved exclusively under the law of the Czech Republic and the competent courts of the Czech Republic. The Czech Trade Inspection Authority shall be competent for the out-of-court settlement of disputes. Further information is provided in Article 9 of the T&C and is available at www.coi.cz.
2.6 The contract is concluded in the Czech language.
2.7 By the contract, the seller undertakes to hand over the goods subject to purchase to the consumer and to allow him to acquire ownership of them, and the consumer undertakes to accept the goods and to pay the purchase price to the seller.
2.8 The Seller reserves the right of ownership of the goods, i.e. the consumer becomes the owner only upon full payment of the purchase price.
2.9 The Seller shall hand over the Goods to the consumer, as well as the documents relating to the Goods, and allow the consumer to acquire ownership of the Goods. The seller shall fulfil the obligation to hand over the goods to the consumer if he allows the consumer to dispose of them at the place of performance.
2.10 The Seller shall pack and prepare the Goods for transportation in a manner necessary to preserve and protect the Goods.
2.11 According to Act No. 235/2004 Coll., on Value Added Tax, as of 1 January 2013, it is not possible to change the data in a tax document (invoice) that has already been issued. The data in the tax document can only be changed if the consumer has not yet received the goods and has not paid.
2.12 The consumer agrees to the use of remote means of communication when concluding the contract.
2.13 By concluding the contract, the consumer assumes the risk of a change of circumstances within the meaning of Section 1765 (2) of the Civil Code.
Article 3. Delivery of Goods
3.1 The ordered goods are delivered by a contractual transport service. Transportation to the destination address, only in the Czech Republic, is provided by the Seller. Delivery abroad is not possible.
3.2 The Seller shall send (deliver) the goods to the place specified by the Consumer in the order. The goods will be delivered to the consumer only after full payment of the purchase price and shipping costs. The consumer is obliged to take delivery of the goods in this way.
3.3 Deliveries will be made as soon as possible, usually within 2-10 working days, depending on the availability and operational possibilities of the Seller. If the goods are not in stock, the delivery time may be longer, of which the consumer will be notified immediately. The place of delivery is specified in the consumer's order. Delivery of the goods to the consumer or to a person designated by the consumer shall be deemed to have been fulfilled.
3.4 The delivery does not include installation of the goods. The shipment of the Goods includes a tax document (invoice) as standard. Upon receipt of the goods from the shipping service, the consumer is always obliged to check the integrity of the shipping packaging. In the event that the packaging is damaged, the consumer shall indicate this information in the handover report of the transport service.
3.5 The Seller is obliged to deliver the ordered goods within the agreed period. If this does not happen, the consumer is entitled to withdraw from the contract.
3.6 The consumer has the right to withdraw from the contract at any time before the goods are dispatched by email to email@example.com.
3.7 The Seller confirms that the goods distributed by it and covered by Act No. 90/2016 Coll. as amended and Act No. 22/1997 Coll. as amended are in compliance with these regulations.
Article 4. Payment Terms
4.1 In the case of goods that are out of stock, the Seller shall confirm the price and delivery date to the Consumer by e-mail in advance. Should the price change, the consumer shall confirm that he/she acknowledges and agrees to the change in the same manner as he/she was notified of the change.
4.2 Upon conclusion of the contract, the consumer shall pay the price for the goods and reimburse the seller for the costs associated with the packaging and delivery of the goods in the amount shown prior to the conclusion of the contract. The consumer shall make payment for the goods by payment of an advance invoice, i.e. before delivery of the goods, or by payment on delivery, i.e. immediately before delivery of the goods.
4.3 All prices are final and are quoted exclusive of and inclusive of VAT and any other charges that the consumer is obliged to pay for the goods. All goods are supplied with a tax receipt, which may be sent to the consumer in electronic form to the consumer's email address provided under the procedure described in Article 2.2 of these T&Cs.
4.4 All changes and price changes on the e-shop are subject to change. The offer of goods displayed on www.kopos.com is valid while stocks last. The price is valid at the time of ordering.
Article 5. Withdrawal from the contract
5.1 In accordance with Section 1829 of the Civil Code, the consumer has the right to withdraw from the contract without giving reasons within 14 days from the date of conclusion of the contract.
5.2 The withdrawal period ends 14 days after the date on which the consumer or a third party appointed by the consumer
- take delivery of the goods; or
- take delivery of the last piece of goods if the consumer orders several pieces of goods in one order, which are delivered separately
5.3 If the consumer decides to withdraw within this period and complies with the conditions set out below, the purchase price and the cost of the cheapest delivery method offered will be refunded. In accordance with Section 1820 (1) (j) and Section 1832 (3) of the Civil Code, the consumer bears the costs of withdrawal from the contract pursuant to Section 1829 et seq. The costs associated with the return of the goods.
5.4 If the consumer chooses to withdraw within the 14-day period, the consumer must comply with the conditions set out below:
- a letter of intent to withdraw from the contract must be sent to the seller no later than the 14th day;
- the consumer can use the model withdrawal form, but is not obliged to do so. In order to speed up the processing of the withdrawal, the seller recommends filling in the information on the form, including the sales order number;
- the consumer delivers the goods back at his/her own expense to the warehouse of KOPOS KOLÍN a.s., Havlíčkova 432, Kolín IV, 280 02 Kolín, no later than 14 days from the withdrawal from the contract, the seller does not accept the goods in person;
- The Seller recommends that the goods sent by the consumer as part of the withdrawal should be returned in the original intact packaging, the goods must not show signs of use, be undamaged, complete (including accessories, warranty card, etc.) and with a copy of the proof of purchase. Goods cannot be sent COD. Goods sent COD will not be accepted by the seller.
- the purchase price and the cost of the cheapest offered method of delivery of the goods from the e-shop will be refunded by transfer to the account specified by the consumer in the withdrawal from the contract, in the event that the account is not specified, then by bank transfer within 14 days of withdrawal from the contract. The seller is not obliged to refund the consumer all the funds spent before the consumer hands over the goods;
- if the value of the goods has been reduced (partial consumption, wear and tear as a result of handling the goods in a manner other than that necessary for the consumer to become familiar with the nature, characteristics and functionality of the goods; the goods are incomplete or damaged), the consumer is obliged to compensate for the demonstrably missing value in money. The seller is entitled to set off the amount representing the compensation for damage incurred by the use of the goods in violation of Section 1833 of the Civil Code against the purchase price.
- if the consumer withdraws from the contract, the consumer bears the costs of returning the goods to the seller, even if the goods cannot be returned by the usual means.
5.5 The consumer shall not be entitled to withdraw from a contract concluded within the meaning of Section 1837 of the Civil Code for the supply of goods (i) manufactured to the consumer's requirements or adapted to his personal needs; or (ii) goods in sealed packaging which, for health or hygiene reasons, are not suitable for return after the consumer has broken them.
5.6 The seller is entitled to withdraw from the contract concluded with the Consumer in the following cases:
- the goods are no longer manufactured or supplied or it is not possible to supply the seller with goods from the seller's supplier at the price originally quoted;
- in case of an obvious error in the price of the goods (i.e. a price obviously different from the usual price for this type/type of goods).
In the event that this situation arises, the Seller shall immediately contact the Consumer to agree on further action.
5.7 The goods purchased by the consumer are not intended for industrial or professional use and resale.
Article 6. Rights of defective performance, time for exercising rights of defective performance
6.1 The consumer's rights arising from defective performance are governed by the relevant generally binding legal regulations - in particular Sections 1914 to 1925, Sections 2099 to 2117 and Sections 2161 to 2174 of the Civil Code and Act No. 634/1992 Coll., on Consumer Protection, as amended.
6.2 The seller shall be liable to the consumer for the fact that the goods will be free from defects upon receipt.
6.3 Goods are deemed to be delivered without defects if:
6.3.1 has the characteristics agreed between the seller and the consumer and, if no such agreement has been concluded, the goods have the characteristics described by the seller in the presentation of the goods in the e-shop or expected with regard to the nature and type of the goods;
6.3.2 it is fit for its usual purpose having regard to the nature and type of the goods;
6.3.3 it is of adequate quantity and extent and of appropriate quality and workmanship, including durability, functionality, compatibility and safety, and is consistent with the usual characteristics of items of the same kind; and
6.3.4 complies with the requirements of the relevant legislation
6.4 Before using the goods for the first time, the consumer is obliged to read the instructions for use, attachments and certifications available on the e-shop for each individual product and any warranty conditions and to follow this information strictly. The period for exercising the seller's rights under the seller's liability for defects begins upon receipt of the goods by the consumer.
6.5 In accordance with Section 2104 of the Civil Code, the consumer is obliged to inspect the goods as soon as possible after receipt and to ascertain their characteristics and quantity.
6.6 The consumer is not entitled to assign the rights of liability for defects and rights under the guarantee (if a guarantee has been provided) to a third party.
6.7 For the sale of consumer goods, the period for exercising rights from defective performance is set at 2 years from the receipt of the goods. The relevant provisions of the Civil Code shall apply to the exercise of rights arising from defective performance. The seller's liability for defects does not apply to normal wear and tear caused by use or to a defect caused by the consumer or a third party.
6.8 The consumer has the following rights when exercising rights from liability for defective performance:
- the right to have the goods repaired free of charge or to have new goods delivered or parts replaced. The consumer may only use a method of remedying the defect which is not impossible or disproportionately costly in comparison with the other method, having regard to the significance of the defect, the value the goods would have had without the defect and whether the defect can be remedied by the other method without significant difficulty for the consumer;
- the seller may refuse to remedy the defect if it is impossible or unreasonably costly to do so, particularly in view of the significance of the defect and the value the item would have without the defect;
- the consumer may demand a reasonable discount or withdraw from the contract if
- the seller has refused or failed to remedy the defect
- the defect manifests itself repeatedly,
- the defect is a material breach of contract,
- it is apparent from the seller's statement or from the circumstances that the defect will not be remedied within a reasonable time or without significant inconvenience to the consumer;
- the consumer cannot withdraw from the contract if the defect is insignificant.
6.9 The consumer shall inform the seller of the right he has chosen when notifying the defect or without undue delay after notification of the defect. The choice made may not be changed without the consent of the seller; this shall not apply if the consumer has requested the repair of a defect which proves to be irreparable. The consumer is not entitled to change the method of complaint settlement once chosen without the seller's consent, except in situations where the method of settlement chosen by the consumer cannot be implemented.
Article 7. Rights arising from defective performance (claims)
7.1 Complaints, including the removal of defects, will be processed and the consumer will be informed of this within 30 days of the date of the complaint, unless the seller and the consumer agree on a longer period. After the expiry of the deadline, the consumer may withdraw from the contract or demand a reasonable discount.
7.2 When a claim is made, the seller shall issue a written confirmation to the consumer stating the date of the claim, the content of the claim and the required method of handling the claim and the consumer's contact details for the purpose of providing information on the handling of the claim.
7.3 If you have any questions about the status of a claim, you can contact us at 321 730 304 or send an email to firstname.lastname@example.org.
7.4 The consumer is entitled to reimbursement of the necessary costs incurred in connection with the exercise of liability rights or in the event of withdrawal from the contract due to defects in the goods.
7.5 If the consumer does not collect the goods even after 3 months from the date of the complaint, the seller is entitled to sell the product to a third party in a suitable manner for a reasonable price within the meaning of Section 2428 of the Civil Code, at the consumer's expense; the proceeds shall be released to the consumer without undue delay, but the seller may deduct the storage costs and reasonable costs associated with the sale. If the goods cannot be sold, the seller is entitled to dispose of the goods. In such a case, the consumer shall not be entitled to any compensation for the goods disposed of.
Article 8. Protection of personal data
8.1 The Company processes personal data for the purpose of performance of the contract and also for the protection of the Company's rights and legitimate interests (e.g. in the event of any dispute). For these purposes, consent to the processing of personal data is not required. The processing of certain personal data is imposed on the Company directly by law (e.g. the Company is obliged to keep tax documents for a legally prescribed period of time). The consumer has the right of access to personal data and the right to rectification, destruction of personal data, the right to limit the processing of personal data, the right to portability of personal data to third parties, or the right to object to the processing of personal data on the grounds of legitimate interest of the controller and to lodge a complaint with the supervisory authority. When protecting personal data, the Company acts in particular in accordance with Regulation 2016/679 of the European Parliament and of the Council ("GDPR") and Act No. 110/2019 Coll., on the processing of personal data.
8.2 The terms and scope of the processing of personal data are described in the e-shop 's personal data processing policy, which is available at https://www.kopos.cz/cs/zasady-zpracovani-osobnich-udaju and is an annex to these T&C.
Article 9. Out-of-court settlement of consumer disputes
9.1 Pursuant to Section 1820 (1) (s) of the Civil Code and Section 14 (1) and Section 20d et seq. of Act No. 634/1992, on Consumer Protection, the seller informs that the consumer can apply for out-of-court settlement of a consumer dispute to the consumer dispute resolution body, which is the Czech Trade Inspection Authority, on the website www.coi.cz. The Czech Trade Inspection Authority handles proposals for out-of-court settlement of consumer disputes in the manner and under the conditions set out in the relevant legislation. For the avoidance of doubt, nothing in these terms and conditions excludes the possibility for consumers to bring their claims before a civil court.
9.2 The Czech Trade Inspection Authority, with its registered office at Štěpánská 44, 120 00 Prague 2, ID No.: 000 20 869, internet address: www.coi.cz, is competent for the out-of-court settlement of consumer disputes arising from the Purchase Contract. The online dispute resolution platform located at http://ec.europa.eu/consumers/odr can be used to resolve disputes between the seller and the consumer under the contract.
Article 10. Final Provisions
10.1 If any provision of these Terms and Conditions is or becomes invalid, the validity of the remaining provisions shall not be affected.
BUSINESS AND DELIVERY TERMS AND CONDITIONS
These Terms and Conditions are applicable only to contractual relationships between the Seller and buyer in the positions of entrepreneur.
Article 1. Definitions
1.1 Terms and Conditions’ means these General Business and Delivery Terms and Conditions.
1.2 Seller’ means Kopos Kolín a.s., ID: 61672971, Tax ID: CZ61672971 registered office: Havlíčkova 432, Kolín IV, 280 02 Kolín, Czech Republic, registered in the Commercial Register maintained by the Municipal Court in Prague, section B, file No. 3689 (hereinafter the “Seller”).
1.3 The entrepreneurial natural or legal person who concludes the Purchase Contract with the Seller is further referred to in this text as the "Buyer". If the buyer is a consumer (i.e. a person who concludes a contract with an entrepreneur outside the scope of his business activity), then these Terms and Conditions do not apply. In the case of a buyer - consumer, the terms and conditions called "General terms and conditions - consumer" are used.
1.4 Purchase Contract’ means the agreement formed between the Buyer and the Seller regarding the sale by Seller and the purchase by Buyer of goods and delivery thereof by Seller to Buyer, satisfying the requirements set out in these Terms and Conditions.
1.5 The term ‘written’ in these Terms and Conditions means: in a letter, by telefax or via e-mail.
Article 2. Application of the Terms and Conditions
2.1 These Terms and Conditions apply to and form an integral part of all orders made by Buyer with Seller, including orders made on the Seller's e-shop, all quotations and offers made by Seller, all acceptances, acknowledgements and confirmations by Seller of any orders by Buyer and all Purchase Contracts, unless and to the extent Seller explicitly agrees to otherwise in writing.
2.2 Any terms and conditions set forth in any document or documents issued by Buyer either before or after issuance of any document by Seller setting forth or referring to these Terms and Conditions are hereby explicitly rejected and disregarded by Seller, and any such terms shall be wholly inapplicable to any sale made by Seller to Buyer and shall not be binding in any way on Seller.
2.3 If the Buyer refers in a bid or in the acceptance of a bid to trading terms that contravene these Terms and Conditions, the Purchase Contract is concluded to the extent to which it does not contravene these Terms and Conditions. However, no Purchase Contract is concluded if the conclusion is ruled out by the Seller or at the latest without undue delay after exchanging expressions of intent.
Article 3. Conclusion of a Purchase Contract
A Purchase Contract shall only be concluded upon receipt by the Seller of a written order by the Buyer, including orders through the e-shop, confirmed in writing by the Seller that meets the following requirements:
3.1 The Buyer shall send to the Seller a written order or place an order through the e-shop and send the order by clicking the: “Order obliging payment” button, precisely specifying the required goods in accordance with the Seller’s assortment according to the current catalogue of the Seller, presentation of goods in the e-shop or a written offer by the Seller. An order of goods must specifically contain:
- a specification of the goods ordered (quantity and technical data – name according to a catalogue, type number or EAN, packing);
- the price of the goods calculated in accordance with the pricelist of the Seller published here or listed in the e-shop for the specific goods, catalogue or other offer made by the Seller;
- the date of delivery of the ordered goods;
- the delivery address;
- the applicable delivery terms as per the INCOTERMS 2020, issued by the International Chamber of Commerce, being FCA (delivery address is the Seller`s registered office at KOPOS KOLÍN a.s., Havlíčkova 432, Kolín IV, 280 02 Kolín, Czech Republic) unless otherwise specified in the order and confirmed by the Seller;
- details of the Buyer (e.g. registration number with commercial register, VAT identification number valid in the country of the delivery address (ID, VAT ID). The first order shall include an extract from the Commercial Register or the trade licence. The Buyer shall notify the Seller without undue delay of any changes of the facts stated in the aforesaid documents.
By sending such order or clicking the “Order obliging payment” button on the e-shop, the Buyer is bound to the Seller.
3.2 If the Seller accepts the order, Seller shall assess the order and then confirm it and send it to the Buyer at the latest within 3 working days from its delivery to the Seller. In the event that the Seller does not have the ordered goods available or is unable to meet the required delivery date based on the order, the Buyer will be informed of this.
3.3 The Purchase Contract is concluded upon the delivery by the Seller to the Buyer as per the order details set out under Article 3.1. The current version of the Terms and Conditions is attached to this confirmation. By concluding the Purchase Contract, the Buyer confirms that he/she has read the Terms and Conditions before concluding the Purchase Contract and that he/she agrees with them.
3.4 A Purchase Contract is also concluded by the provision of performance on the basis of the received order, dispatch and invoicing of the goods to the Buyer.
3.5 The Purchase Contract shall replace and cancel all previous arrangements and agreements relating to the relevant order.
3.6 All deliveries shall be made in accordance with these Terms and Conditions.
3.7. The Seller’s proposal to supply goods at the designated price in the catalogue, e-shop or other offer is an offer subject to stocks or the loss of the Seller’s ability to perform.
3.8 The Buyer shall not be entitled to cancel or reduce its request for the volume of goods on the basis of the order made after the order has been confirmed by the Seller.
Article 4. Pricing, Payment Terms, Date of Performance
4.1 The purchase price of the goods stated in the confirmation of the Seller or Purchase Contract is based on the delivery term FCA according to INTERCOMS 2020, whereby delivery address is the registered seat of the Seller at KOPOS KOLÍN a.s., Havlíčkova 432, Kolín IV, 280 02 Kolín, Czech Republic), unless agreed otherwise in the Purchase Contract. The purchase price does not include customs or other charges, insurance or VAT.
4.2 For the purpose of confirmation of delivery of the goods by the Seller to the Buyer, a delivery note or another similar document shall be issued, in which the Buyer or the carrier on the Buyer’s behalf (as applicable) shall confirm delivery of the goods by the Seller to the Buyer.
4.3 The purchase price shall be paid on or before the due date stated in the tax document (invoice) and otherwise in accordance with the payment instructions and currency set out therein, unless otherwise agreed in the relevant Purchase Contract. Payment must be made to the Seller’s bank account or at the Seller’s cash office at their registered office on business days during common working hours.
4.4 The invoice must fulfil all terms stipulated in the applicable legal regulations. The Buyer is entitled to complain about any incorrect or incomplete data included in an invoice by returning the invoice at the latest within 5 business days from receipt, specifying the missing or incorrect data. Any incorrect or incomplete data shall have no effect on the terms and conditions included in the relevant Purchase Contract. The Seller and the Buyer declare that a corrected invoice delivered electronically by the Seller to the Buyer’s e-mail address in a format that secures authenticity of the document (preferably in the PDF format, or a PNG or JPG image) shall be deemed constitute a document of equal value that fulfils the terms under the applicable legal regulations. A printed form of a tax document shall be prepared by the Seller only at the Buyer’s express request. The Buyer is obliged to notify the e-mail address for sending tax documents. The Buyer undertakes to confirm the receipt of a corrective tax document (credit note) – stating the date of the receipt thereof – in electronic form or by mail to the address of the Seller.
4.5 The contracting parties may also agree on different payment terms, e.g. down payments or advance payments or discount on payment before maturity date. Late receipt of any such payment according to individually agreed payment terms and conditions shall be deemed to constitute a substantial breach of the Purchase Contract. Where instalments of the purchase price are agreed, late payment of one or more instalments shall result in an obligation of the Buyer to pay the full amount of the purchase price immediately. Where discount on payment before maturity date is agreed, this discount on negotiated purchase price can be provided only in case that Bayer has paid all previous liabilities before the maturity date and has kept the payment order.
4.6 If the Buyer does not pay the purchase price or any part thereof when due and payable or breaches any other obligation under a Purchase Contract, the Seller shall be entitled to fully or partially cancel or suspend its obligations under the relevant Purchase Contract and any other Purchase Contracts (notably the obligation to deliver the purchased goods) or to terminate or rescind such Purchase Contract, and the Seller shall also be entitled to claim damages from the Buyer up to the amount of all costs incurred by the Seller in connection with the delivery and intermediation of the production of the agreed goods and all related costs as well as the loss of profit.
4.7 Any payment made by the Buyer may be applied by the Seller unilaterally for the settlement of any claims of the Seller – liabilities due from the Buyer.
4.8 Payment shall be deemed to have been made when the Seller’s account specified in the relevant invoices is credited with the full amount then due or when the due amounts are fully received in cash as specified in Article 4.3.
4.9 The agreed purchase price shall not include packing, returnable containers, safety fixtures for the goods during the carriage and the cost of carriage, customs or other charges unless agreed otherwise in the relevant Purchase Contract.
4.10 The banking expenses connected with the payment of the purchase price shall be borne by the Buyer.
4.11 The Buyer is not entitled to set-off any amount owing to the Seller against any amount the Seller may owe to the Buyer without the Seller’s written consent. If any such amount is set-off without the Seller’s prior written consent, the Seller shall be entitled to payment of a fine amounting to 50,000 CZK for each such set-off, without prejudice any right of the Seller’s to claim damages.
4.12 The Buyer is not allowed to withhold payments and/or to reduce the purchase price in the event of any (alledged) default by the Seller on any obligation under the relevant Purchase Contract.
4.13 If a payment is received from the Buyer without sufficient identification of the Purchase Contract to which it relates a variable symbol of the payment indicated, the Seller shall decide on the use of the payment.
4.14 The quantity, prices, dimensions and/or weights stated by the Seller shall be deemed to constitute conclusive evidence thereof, absent manifest error.
4.15 If any amount is not fully paid by the Buyer when due, the Seller shall be entitled to charge default interest amounting to 0.05 % on the due but unpaid amount for each day on which such payment has not been received. In addition to any such claim of default interest, the Seller may claim damages up to the amount of all the costs incurred by the Seller in connection with the late payment, including all costs relating to the collection thereof.
4.16 Notwithstanding the agreed due dates of payment, all amounts invoiced by the Seller to the Buyer in accordance with the relevant Purchase Contracts shall become immediately due and payable if the Buyer fails to pay any amount when due or if the Seller learns about any circumstances that materially adversely affect the ability of the Buyer to satisfy its obligations under any Purchase Contract. In such case, the Seller shall be entitled to demand advance payment in relation to both current and new deliveries under any Purchase Contract or to terminate or rescind the Purchase Contracts with the Buyer and to claim damages from the Buyer on the grounds of frustration of the contract.
4.17 If the Buyer undertakes to arrange the carriage of the goods by themselves, they must do so within 10 days from the receipt of the Seller’s advice. If the Buyer does not ship the goods within 10 days, the Seller shall have the right to:
- send the goods at the expense and risk of the Buyer,
- store the goods at the expense and risk of the Buyer in the Seller’s warehouse or in a warehouse of any other party. If the goods are stored, the Seller is entitled to charge the Buyer the storage costs for the storage required, which shall be determined by the Seller.
4.18 Any additional requirements of the Buyer for a change of the goods, which are accepted by the Seller, proportionally extend the agreed delivery term by the time required by the Seller to so change the goods. The Seller shall be entitled to charge the costs connected with the change.
4.19 The Seller expressly notifies the Buyer that the purchase price cannot be adjusted in any way after the conclusion of the purchase contract (Article 3.3. of the General Terms and Conditions). Any future reduction or increase in the price of the goods does not affect the purchase price stated in the Purchase Contract or the Seller's confirmation, which the Buyer is obliged to pay to the Seller.
Article 5. Delivery
5.1 The Seller shall deliver the goods to the delivery address and based on the delivery term FCA according to INTERCOMS 2020, whereby delivery address is the registered office of the Seller at KOPOS KOLÍN a.s., Havlíčkova 432, Kolín IV, 280 02 Kolín, Czech Republic), unless agreed otherwise in the Purchase Contract. The risk of loss of, or damage to the goods shall pass to the Buyer when the goods are loaded by the first carrier.
5.2 The goods are deemed delivered upon their handover to the first carrier.
5.3 In the event of a delayed delivery or failure to deliver the goods the Seller shall not be held liable for any damages that may occur as a result thereof.
5.4 The Seller shall not be liable for any indirect damages, such as the loss of possible future profit, loss of contract, loss of deal, loss of future deals, loss of production, loss of cooperation, loss or damage of image, loss of income, loss of profit, capital costs, costs connected with interruption of production or operation, etc.
5.5 The seller is also not liable for ordinary surface mechanical damage (marks, dents, scratches, rib deformation) of the outer wall of the pipe (KOPOFLEX, KOPODUR, DUODREN, KOPODREN) caused by production technology or transport, which do not affect the functionality of the goods.
5.6 The seller shall not be liable for any delays caused by quarantine or similar measures taken by the government or other public institutions as a consequence of the COVID-19 (coronavirus) epidemic or a similiar extraordinary event threatening the public health. Such delays shall nor mean a breach of the contract and the buyer is therefore not entitled to any damages and/or contractual penalties, which would otherwise result from such delays.
Article 6. Force majeure
6.1 Seller shall not violate the Purchase contract and shall not be liable for any failure or delay in fulfilment of any obligations arising from the order and the Purchase Contract if:
(i) such failure or delay results from interruptions in the manufacturing process of the goods, however, this does not apply in cases of gross negligence or intent; or
(ii) such failure or delay is caused by Force Majeure as defined below or by law.
In case of such a failure as set forth above, the fulfilment of the relevant part(s) of the order or the Purchase Contract will be suspended for the period such failure continues, without Seller being responsible or liable to Buyer for any damage resulting therefrom.
The expression "Force Majeure" shall mean and include any circumstances or occurrences beyond Seller' reasonable or adequate control - whether or not foreseeable at the time of the Purchase Contract - as a result of which Seller cannot reasonably be required to execute its obligations including force majeure and/or default by one of Seller’s suppliers, including but not limited to war, war threat, rebellion, sabotage, fire, storm, flood, explosion, natural disasters, government orders or restrictions of the European Union, strike, complete or partial destruction of the factory or production line of the Seller or their contractors, deliveries of contractors, amendment of customs regulations, amendment of import and export quotas, export or import ban or any other causes. In the event that the Force Majeure extends for a period of three (3) consecutive months (or in the event that the delay is reasonably expected by Seller to extend for a period of three (3) consecutive months), Seller shall be entitled to cancel all or any part of the Agreement without any liability towards Buyer.
Article 7. Retention of title
7.1 The goods delivered to the Buyer shall remain the Seller’s property until full payment of all claims in respect of the business relationship with the Buyer has been made, including any future claims. This retention of title shall also extend to any goods delivered by way of exchange.
7.2 If the goods under retention of title should be processed, mixed or combined with other items that do not belong to Seller, Seller shall have a right to co-ownership of the new item in the same ratio as that between the value of the goods under retention of title, including VAT, and the value of the other items processed or combined at the time of processing or combination. Buyer shall store the item on behalf of Seller free of charge.
7.3 Until further notice Buyer is authorized to dispose of the goods under retention of title within the framework of its ordinary business operations. For this event Buyer hereby assigns to Seller his claims from a resale of the goods under retention of title (the resale price including VAT) including the corresponding claims from bills of exchange and together with all ancillary claims. If Buyer should sell the goods under retention of title together with goods that do not belong to Seller at a total price the assignment shall only apply to the sum which Seller has charged Buyer for the goods under retention of title which have been sold.
7.4 Until further notice Buyer shall be entitled to collect the claims that have been assigned to Seller. Any assignment or pledging of such a claim shall only be permissible with Seller’s written consent. If Buyer defaults on payment or fails to comply with his obligations in respect of the retention of title, Buyer shall, on Seller’s request, provide the debtors with written notification of the assignment, supply Seller with all information, submit and send Seller the documents and transfer any bills of exchange. If necessary, Buyer must grant Seller access to the relevant documents.
7.5 On the occurrence of the circumstances set out in Article 7.4 sentence 3 Buyer must grant Seller access to the goods under retention of title which are still in his possession and send Seller an exact list of the goods. Buyer must separate these from other goods and return them to Seller after Seller has withdrawn from the contract.
7.6 Buyer must immediately notify Seller in writing if any third parties should seize the goods under retention of title or take possession of the claims assigned to Seller and must give Seller every possible support in the intervention.
7.7 The costs for complying with the said duty to co-operate in enforcing all rights in respect of the retention of title and for all arrangements made for the maintenance and storage of the goods shall be borne by Buyer.
7.8 The Buyer shall liable to the Seller for any damage of the goods within the meaning of Act No. 89/2012 Sb., the Civil Code as amended.
Article 8. Defects of Goods and Complaints
8.1 The Buyer is entitled to exercise any claims relating to defective performance in accordance with the provisions of the generally binding regulations, in particular Act No. 89/2012 Sb., the Civil Code, as amended.
Upon receipt of the goods from the carrier, the Buyer is obliged to check the condition of the delivered goods, in particular the integrity of the packaging of the goods and the completeness of the goods, at the same time the Buyer is obliged to take a photo documentation of the detected defects. Complaints of apparent quality defects of the goods (such as a damaged shape of trenches, mouldings, an incorrect shape of goods, dirt) shall be lodged by the Buyer upon receipt of the goods, at the latest within 3 working days from the goods delivery to the place of delivery stated in the purchase contract. Otherwise, the Buyer shall be deemed to have approved the defects and his subsequent claims shall be disregarded. Where the apparent defect involves a missing quantity of goods, this fact shall be immediately notified to the carrier, stated in the delivery note and handed over to the Seller without undue delay.
Complaints of hidden quality defects of the goods shall be lodged by the Buyer without undue delay from the moment when they were ascertained but no later than within 6 months from the date of delivery to the place stated in the purchase contract.
8.2 The Buyer shall be obliged to deliver the Seller a complaint in a written form. A written complaint must contain identification data of the product:
- name of the product
- number of the purchase contract/order
- number and date of issue of the delivery note or invoice or a copy of the invoice
- description of the defect
- enclosed sample with the defect under complaint, if possible
- proposed settlement of the complaint – estimated amount of the damage
- date when the Seller should preferably visit the Buyer in order to inspect the product under complaint
If the goods become damaged in the course of the carriage arranged by the Seller, the Buyer shall be obliged to submit the following documents:
- Record of damage with a preliminary estimate of its amount
- Commercial record confirmed by the carrier
- Consignment note (CIM, CMR, B/L)
8.3 The goods under complaint must be stored in the original unchanged condition separately from the other goods and must be protected from impairment. Until the complaint is settled by the Seller, the goods must not be used, sold, processed, changed or modified in any other manner. If the goods under complaint or a part thereof are transferred to a third party at the time after the Seller is notified of the complaint of the goods defect, the Buyer’s entitlements from the liability for defects shall cease to exist automatically.
8.4 The Buyer shall be obliged to allow the Seller to inspect the defective goods in order to settle the complaint.
8.5 A complaint shall not be recognized if the defective goods are not properly stored and are damaged in the consequence of inappropriate storage and handling. For storage the technical conditions have to be adhered, as well as the specified requirements for storage to be mentioned in Conditions for Goods Storage, to be published at following website: https://www.kopos.com/en/storage-specifications.
8.6 In the matter of defective goods the Buyer shall be obliged to take all measures required to avert or mitigate the damage.
8.7 The Seller’s liability for defects in the goods shall not arise if such defects were caused by after the transfer of the risk of damage the goods
- by external events not caused by the Seller, or
- in the event that the Buyer has violated or failed to comply with the conditions for the disposal of goods set by generally binding regulations or set by the Seller and published on the website: https://www.kopos.com/en/storage-specifications.
8.8 Within the scope of a complaint about defects of the goods the Buyer shall be entitled to:
- demand rectification of defects by delivering substitute goods to replace the defective goods or by the delivery of missing goods, or
- demand rectification of defects by repairing the goods if the defects are repairable, or
- demand a reasonable reduction of the purchase price.
8.9 The Buyer shall be entitled to choose an entitlement stated in the previous provision only if they notify the Seller of their choice in a timely sent complaint of defects. The Buyer cannot change the exercised entitlement without the Seller’s consent. If it turns out that the goods defects are irreparable or that their repair would involve unreasonable costs, the Buyer may demand delivery of substitute goods if they request the Seller to do so without undue delay after the Seller notified them of such fact. If the Seller fails to rectify the goods defects within a reasonable additional period or if they notify the Buyer before expiry of the period that they will not rectify the defects, the Buyer may demand replacement of the defective goods for goods free of defects or demand a reduction of the purchase price.
Article 9. Delivery terms for the online shop in the Czech Republic for Czech buyers with deliveries in the Czech Republic only
9.1 The buyer orders the desired product in the online store by selecting the appropriate item in the basket and completes the order by clicking on the "Order obliging payment" button,. The purchase contract is concluded at the moment of written confirmation of the order by the Seller. For each product, you can further study all its technical parameters as well as its documentation - item number, product name, EAN code, price without VAT, quantity in the package and other important technical information (colour, material, dimensions, etc.), images, accessories for the selected product, certification and data sheets.
It is the Buyer's duty to fill in all mandatory data in the online order, including a contact phone number, so that the possible carrier can contact him.
The Buyer will receive an electronic confirmation of receipt of the order. In case of non-delivery of an item from the order, the seller informs the buyer and agrees with him an alternative delivery date.9.2 Protection of personal data
The Company processes personal data mainly for the purpose of fulfilling the Purchase Contract and also for the purpose of protecting the rights and legitimate interests of the Company (e.g. in case of any dispute). For these purposes, consent to the processing of personal data is not required. The processing of certain personal data is imposed on the company directly by law (e.g. the company is obliged to keep tax documents for a legally prescribed period of time). The authorized person has the right of access to personal data and the right to their correction, disposal, etc. by filling out the e-shop registration form, the buyer agrees to the inclusion of all personal data filled in by him in the database of the company KOPOS KOLÍN a.s., with its registered office at Havlíčkova 432, Kolín IV, 280 02 Kolín , as the controller, and to their subsequent processing by the processor for the Company's marketing purposes, for the period until the withdrawal of consent (for a maximum period of 10 years), with the addition that other data may be added to these data. When protecting personal data, the company proceeds in particular in accordance with Regulation 2016/679 of the European Parliament and of the Council (GDPR) and Act No. 110/2019 Coll., on the processing of personal data, the buyer acknowledges, in particular, that the provision of data is voluntary, that he can withdraw his consent at any time free of charge at the address of the company, that he has the right of access to personal data and the right to correct these personal data, block incorrect personal data, their destruction, etc. In protecting personal data, the Company proceeds in particular in accordance with the Regulation of the European Parliament and of the Council 2016/679 (GDPR) and Act No. 110/2019 Coll., on the processing of personal data, the Buyer acknowledges, in particular, that the provision of data is voluntary, that he can withdraw his consent at any time free of charge at the address of the Company.
9.3 The terms and scope of personal data processing are described in the Personal Data Processing Policy, which is available at https://www.kopos.com/en/personal-data-processing-directive and is an annex to these Terms and Conditions.
Article 10. Miscellaneous
10.1 Partial deliveries are admissible.
10.2 If any event occurs that could not be expected at the time of entering into the Purchase Contract and that causes an impediment to the performance of the Seller’s contractual obligations, the Seller shall be entitled to suspend performance until the impediment ceases to exist.
10.3 In all events involving circumstances excluding the liability the Seller is entitled to withdraw from the contract, without the Buyer being entitled to damages.
10.4 Returnable packaging will be taken over by the seller for repurchase only in undamaged condition. In the case of damaged packaging, the seller is not obliged to buy back these packaging. The buyer is entitled to return the packaging, but only within 6 months after delivery of the goods. The seller will issue a tax document for the number of returned undamaged packaging. Packaging returned after a period of 6 months The seller is not obliged to buy back. The price of packaging, both for sale and for purchase, is stated in the price list listed on the Seller's website.
10.5 If any provision of these Terms and Conditions is or becomes invalid, this shall not affect the validity of the other provisions. The contracting parties undertake to replace the invalid provision with a valid one that most closely approximates the economic intent of the invalid provision.
10.6 The Buyer’s rights and obligations are not transferable to any third parties without the Seller’s written consent.
10.7 All data included in a Purchase Contract and any information or documents obtained in connection with a purchase contract shall be treated by the parties as confidential.
10.8 The contractual relations to which these Terms and Conditions apply shall be governed by the Czech law, particularly by the applicable provisions of Act No. 89/2012 Coll., as amended; all disputes shall be settled in Czech language before the general court of the Seller in the Czech Republic.
10.9 The contracting parties shall be obliged to ensure that anything that may lead to disputes is eliminated when regulating the contractual relations or making mutual performances.
10.10 Each party shall notify the other party in writing without undue delay of any change of the data in the trade licence, in the Commercial Register or any other register or a fact that a petition in bankruptcy was filed or that bankruptcy was declared, that a petition was dismissed due to lack of property or that a petition for settlement was filed.
10.11 All deliveries shall be made under these Terms and Conditions, which form an integral part of purchase, general or other unspecified contracts, unless the parties have agreed otherwise.
10.12 All communication between the parties shall take place in Czech language, unless the parties have agreed otherwise.
10.13 If the contracting parties use international rules of interpretation when entering into a contract, the rules shall be governed by the international rules of interpretation of delivery terms issued by the International Chamber of Commerce in Paris INCOTERMS 2020, or by the agreement of the parties. In the event that the terms of the Purchase Contract conflict with the Terms and Conditions, the Terms and Conditions shall prevail.