Obchodní podmínky

1. Introductory provisions

1.1. The contractor is Mauch s.r.o., with its registered seat at Teslova 1104, Přívoz, 702 00 Ostrava, identification number 109 69 080, registered in the Commercial Register maintained by the Regional Court in Ostrava under the file number C 86248.

1.2. These Terms and Conditions apply to the Contract concluded between the Contractor and the Customer and govern the mutual rights and obligations of the Contracting Parties arising in connection with or on the basis of the Contract. These Conditions are an integral part of the Contract

1.3. Contract and Conditions are governed by Czech law, in particular Act No. 89/2012 Coll., the Civil Code, as amended.

2. Interpretative provisions and definitions

2.1. Unless otherwise specified in these Conditions, any of the terms listed in these Conditions with an initial capital letter shall have the meaning specified below:

‘Price’ means the purchase price for the Goods or the price for the provision of the Services, which the Customer is obliged to pay to the Contractor under the Contract.

‘Customer’ means a business partner, an entrepreneur, who concludes the Contract with the Contractor as part of his business.

‘Civil Code’ means Act No. 89/2012, the Civil Code, as amended.

‘Conditions’ mean these Terms and Conditions, which govern the reciprocal rights and obligations of the Contracting Parties arising in connection with or on the basis of the Contract.

‘Contractor’ means Mauch s.r.o., with its registered seat at Teslova 1104, Přívoz, 702 00 Ostrava, identification number 109 69 080, registered in the Commercial Register maintained by the Regional Court in Ostrava under the file number C 86248.

‘Contract’ means a contract for the provision of the Services or a sales contract concluded between the Contracting Parties, which is governed by Art. 1742 et seq. or 2079 et seq. of the Czech Civil Code.

‘Contracting Parties’ mean the Contracting Parties of the Contract.

‘Goods’ mean a product in respect of which the Contract is concluded.

‘Services’ mean services that Mauch s.r.o. provides to the Customers. The Service may also consist of repairing the Goods or modification of the Goods delivered by the Customer.

‘Samples’ mean products that are provided free of charge by the Contractor to the Customer prior to the conclusion of the Contract as a pro-bono care.

3. Order and conclusion of the Contract

3.1. Unless otherwise stated, terms with an initial capital letter in these Conditions have the meaning given below:

‘Demand’ means the expression of the Customer’s interest in the conclusion of the Contract, not a proposal for the conclusion of the Contract.

‘Offer’ means information sent by the Contractor to the Customer, which contain the basic information from the Demand, in particular drawings, calculations, specifications of the Goods or the Services, as well as the estimated Price and indicative delivery date. The Offer has an informative value and is not a proposal to conclude the Contract. The abovementioned information contained in the Offer may be binding upon the Customer only upon written confirmation of the Contracting Parties.

‘Order’ means a binding proposal by the Customer to close the Contract. The Order contains information specified in the Offer.

3.2. Where the Customer makes the Demand, the Contract is closed as follows:

a) The Customer sends their Demand to the Contractor, mostly via e-mail.

b) When the Order is complete, the Contractor will confirm it to the Customer in writing. The Contract between the Contracting Parties is concluded by this written confirmation, but not before all the requisite approvals, permits and all commercial and technical matters have been clarified between the Contracting Parties.

3.3. All agreements entered into with employees of the Contractor (sales staff and / or other employees), shall be effective upon written confirmation from the Contractor. A written confirmation from the Contractor is also required for any deviation from the Contract, Terms, appendices or additional agreements.

4. Terms of payment

4.1. Price of the Goods is always calculated by the Contractor on the day of delivery and includes packing and transport costs. The Contractor is a subject to VAT.

4.2. When a cashless payment is made to the Contractor’s account, the Price is considered to have been paid when the sum is credited to the Contractor’s account.

4.3. Invoices shall be payable within 30 days of issue, unless otherwise agreed between the Contracting Parties.

4.4. The Contractor has a right to detain the Goods or its part to ensure payment of the amount due from the Price of the Goods or the Services.

4.5. The Contracting Parties further agree that in the event of the Customer’s default on any reimbursement of the Price or its part to the Contractor, the Contractor is entitled to claim from the Customer statutory default interest of 8.5% per annum on the outstanding amount. The amount of default interest according to the previous sentence may change depending on a change in legislation or in connection with a change in the Czech National Bank´s repo rate. All financial claims of the Contractor are due by late payment of the Price or its part thereof payable immediately irrespective of the payment terms previously agreed. Payment of a contractual penalty does not preclude a claim for damages.

4.6. All financial claims of the Contractor are immediately due even if the Customer´s financial situation deteriorates substantially and / or the payments are stopped, mainly due to the Customer´s over-indebtedness, as well as in any case the Customer´s insolvency is filed. The same procedure shall apply if there is a protest of the bills of exchange or cheques of the Customer.

4.7. In cases of Articles 4.5 and 4.6 of these Conditions, the Contractor is entitled to refuse further deliveries to the Customer until all payments and other claims have been met in full and, if not, until security is provided for them.

5. Delivery terms

5.1. The Price of transport of the Goods is valued on the day of delivery and paid by the Customer. Shipping of the Goods is carried out on behalf and at risk of the Customer, with all risks passing to the Customer at the time of dispatch of the Goods (and the moment when the Contractor or a contractor authorised by him delivers the Goods to the carrier for delivery to the Customer), even if the transport company has been selected by the Contractor. The Goods shall at all times be insured at the expense of the Customer when transported, unless otherwise specified expressly and in writing by the Contracting Parties.

5.2. The delivery date and time is subject to an individual agreement and is only binding if confirmed in writing by the Contractor. Delivery periods shall run from the moment of conclusion of the Contract, but not before receipt of any advance payment agreed. If the Customer fails to meet the deadlines for payment of the Price, the Contractor is relieved of the agreed delivery date of the Goods / delivering the Services.

5.3. The Contractor fulfils the obligation to deliver the Goods by being prepared to deliver them at the Contractor´s premises on the agreed date and time for dispatch, or by being prepared with its subcontractors and suppliers.

5.4. The Customer commits to take over the Goods, even the Goods delivered prematurely or partially.

5.5. If, because of the lack of instructions from the Customer, the unavailability of transport, or because of the Customer’s delay in fulfilling its obligations under the Contract, the Goods are required to be stored at the premises of the Contractor, transporter or subcontractors, the risk of damage and any risk involved shall pass to the Customer at the moment of storage of the Goods, and at the same time the Customer is required to reimburse the costs incurred in the storage of the Goods. This also, reasonably, applies to the provision of the Services (repairs and modifications of the Goods at the Contractor).

5.6. In case of force majeure or events that cannot be foreseen (natural disaster, pandemic, operational breakdowns, outages / delays of subcontractors and suppliers, difficulties in procuring materials, industrial action, directives issued by the authorities, etc.), the Contractor is entitled to extend the delivery date of the Goods / provision of the Service accordingly, including the dates agreed as binding. The Contractor is not responsible for any delay in delivery of the Goods / provision of the Service and is not responsible for any damage suffered by the Customer due to late delivery of the Goods / provision of the Service. In cases where the Contractor is entitled to extend the delivery date accordingly, the Contractor is also entitled to withdraw partially or completely from the Contract because of incomplete delivery.

5.7. The Contractor is not responsible for the delivery date of the Goods / provision of the Service, which is linked to the timely and proper delivery of subcontractors and suppliers. The Contractor is not responsible for delays resulting from delayed / missed deliveries of subcontractors or contractors.

5.8. If the delay in delivery of the Goods / provision of the Service is caused by the Contractor, the performance will be provided after a reasonable period of delay.

5.9. If the Customer fails to collect the Goods within 30 days of the receipt of the takeover request containing notification of the intended sale of the Goods, the Contractor shall be entitled to sell the Goods on behalf of the Customer or to dispose of them at his own discretion. The Customer expressly agrees to this procedure and is not entitled to claim any damages or other compensation against the Contractor. This also, reasonably, applies to the Services (repairs and modifications of the Goods at the Contractor).

6. Samples

6.1. The Contractor will provide the Customer with the Samples on time, in sufficient quantity and free of charge. The Customer will provide the system components on time and at their risk and cost. The Contractor has no responsibility for the Samples provided.

6.2. Delays in the provision of the Samples or system components may result in delays to the agreed delivery date of the Goods or the Services.

7. Repair and modification of the Goods (Services)

7.1. This Article shall also, reasonably, apply to the warranty service of the Goods according to Article 8 of these Conditions and the post-warranty service of the Goods (repair or modification performed outside or beyond the warranty guaranteed by the Contractor). The Contractor undertakes repairs and modifications of the Goods produced and supplied exclusively by the Contractor.

7.2. The Services may also consist of repairing or modifying the Goods of the Customer by the Contractor. The order and conclusion of the Contract shall be subject to the provisions of these Conditions. However, the Contract is concluded subject to the condition that the Contractor does not guarantee the completeness of the Price of the Service until the moment when the Goods that is to be repaired or modified undergoes initial examination. Prior to commencing a repair or modification of the Goods, the Contractor shall inform the Customer in writing (e-mail) of the actual Price, which shall correspond to the observed extent of defects or the anticipated extent of work and material required to complete the Services. The Contractor reserves the right vary the Price of the Services several times in the course of providing the Services if previously unknown facts affecting the Price of the Services are discovered. However, the Contractor will seek the consent of the Customer whenever the Price is changed.

7.3. If, after the initial examination, the Customer refuses the provision of the Services or the Contractor finds out that the Goods are not repairable or the modifications of the Goods are not possible, the Customer will reimburse the Contractor a lump sum of CZK 5.000 + VAT for the initial examination (the “Cost of Examination”) as well as the cost of packaging and transport of the Goods back to the Customer. As a part of the initial examination, the Contractor is authorised to carry out on the Goods all modifications and actions necessary to establish the extent of the defects or the extent of the works and material, without the Customer´s claim to the previous condition of the Goods.

7.4. If the Customer, within 21 days of receipt of the notice of the actual Price on the basis of the initial examination, fails to notify the Contractor that he refuses the provision of the Services, the customer shall be deemed to disagree with the Price. In that case, the Customer will reimburse the Contractor the Cost of Examination, the cost of packaging and transport of the Goods back to the Customer.

7.5. The Services shall be provided at the Contractor´s residence or at any other place agreed by the Contracting Parties in writing. With the receipt of the Goods for repair or modification, the Contracting Parties shall sign a handover protocol. Properly packaged Goods will be delivered to the place of repair by the Customer itself or by the transport service at his own expense.

7.6. The Customer is required to provide the Contractor with all possible assistance for the provision of the Services, in particular a duly completed handover protocol and a precise description of the defect or specification of the modifications or repairs. If the Customer does not provide any repair description or specification, the Customer is deemed to order a complete repair of the Goods.

7.7. The Contractor is entitled to issue an invoice for the provision of the Services at the time of completion of the Services, i.e. when he is ready to hand over the Goods to the Customer (or when he completes the provision of the Services with the Customer). The Contractor informs the Customer about such event in writing (e-mail). The Customer is then obliged to take over the Goods without delay.

7.8. Packaging and transport costs of the Goods being sent back to the Customer and relevant VAT will also be included in the Price of the Services. The costs of handing over or taking over the Goods are always at the Customer´s own expense.

7.9. The replaced or defective components of the Goods remain owned by the Contractor.

7.10. For the remainder, the provision of the Services is adequately governed by the provisions of these Conditions.

8. Warranty

8.1. Immediately upon receipt of the Goods, the Customer is obliged to check that the Goods have the characteristics according to the Contract.

8.2. Obvious defects of the Goods must be notified by the Customer to the Contractor immediately, but no later than 7 days after receipting. Other defects which have not been found during a thorough examination immediately after taking possession of the Goods must be notified in writing to the Contractor immediately after their discovery.

8.3. The Contractor warrants a flawless function of the system in three shift operations for a period of 24 months. The warranty period shall commence on the date of commissioning at the Customer’s site. If the commissioning is delayed for reasons for which the Contractor is not responsible, the warranty period shall commence on the date of delivery to the Customer, regardless of the actual commissioning of the Goods. Prerequisite for any warranty are proper maintenance and care for the systems according to the guidelines in the operating instructions or to the instructions by Contractor staff respectively.

8.4. The warranty shall cover a free of charge delivery of all parts required for the rectification of defects arising from material of manufacturing faults. Depending on the extent of the defect found, the Contractor will determine whether a rectification of the defect can be performed on site or whether the system needs to be returned to the Contractor. The Contractor is entitled to more than one rectification or delivery of replacements. If the rectification of defects or the delivery of replacements is not affected in the grace period set for the Contractor or if such action is refused by the Contractor, the Customer shall be entitled, at his discretion, to rescind the Contract or demand a reduction of the purchase price. The Contractor shall not be liable for damages incurred by the Customer due to production disruption or operational losses. The Contractor shall also not be liable for any certain performance of the delivered Goods nor a specific quality of the Goods manufactured, unless otherwise explicitly agreed and guaranteed in writing.

8.5. The Contracting Parties agree that any warranty is excluded if fault or defects or damages arise through or are caused by normal wear and tear, improper treatment, force majeure, intervention by third parties or storage under conditions not in compliance with the Contractor’s instructions. This applies especially to faults caused by unsuitable additions or connected devices or by the improper installation of other devices in the system.

9. Liability

9.1. Any liability on the Contractor’s part to the Customer for unpermitted actions and for breach of the Contract is excluded, except for the liability for the breach of essential contractual obligations. Inasmuch the Contractor is liable for damages arising from non-performance due to default or because of the impossibility of performance for which the Contractor is at fault said, liability is limited to the value of the Goods at the time of delivery and risk transfer, excluding indirect or consequential damages.

9.2. The abovementioned limits on liability do not apply where the damage was caused intentionally or through gross negligence on the part of the Contractor, his managers or his deputies and authorised representatives.

9.3. Any further liability claims are excluded.

9.4. The Contractor’s liability for all cases, contractual or extra-contractual, is limited, unless otherwise specified in the Contract or by these Conditions, to the extent of insurance cover of the Contractor.

10. Proprietary Rights

10.1. The Contractor reserves proprietary rights to the Goods delivered until all present and future claims under the Contract with the Customer have been paid in full. Until such claims are paid in full, all Goods delivered (both principal and accessory things) shall remain the property of the Contractor.

10.2. During the duration of the reservation of proprietary rights, the Contractor shall be entitled to insure the delivered Goods, which are at the Customer’s disposal, at the expense of the Customer, against theft, breakage, fire, water and other damages, unless the Customer provides evidence of such insurance.

10.3. In case of breach of essential contractual obligations, in particular payment defaults, the Contractor is entitled to repossess the Goods and, if the Goods are already in the Customer’s disposal, the Customer is obliged to surrender the Goods upon the Contractor’s request. Repossessing or seizure of the Goods constitutes a withdrawal by the Contractor only in those cases where this is explicitly declared in writing. If the Goods pass to the disposition of a third party by any title, the Customer is obliged to notify the Contractor immediately and to inform the third party on the Contractor’s proprietary rights.

10.4. As far as the delivered Goods have been reformed or further processed by the Customer, the Contractor shall obtain proprietary rights to the products so produced (reserved property) and the Customer is insofar obliged to provide free storage for these products. If the reserved property is joined or processed with other objects not in the property of the Contractor, the Contractor shall obtain joint proprietary rights to the new product in the ratio of the reserved property value to the value of the other objects. The Contractor shall transfer the ownership right or co-ownership interest to the new object (or otherwise enable its acquisition) only under the condition that the Customer pays the claim in full.

10.5. For the avoidance of doubt, until the Customer has paid all of the debts towards the Contractor related to the Goods in full, the reservation of proprietary rights of the Contractor shall remain in force and the Customer is not entitled to dispose with the Goods in any way (resale, lease, etc.) or to pledge the Goods in any way.

11. Copyright

11.1. The rights to any supporting documents, materials or the Samples that are given by the Contractor to the Customer belong to the Contractor, including drawings and calculations and other documentation concerning the Goods or the Services. This documentation may be requested back by the Contractor if the relevant Order is not placed by The Customer. In this case, the Customer is obliged to hand all documentation back to the Contractor and not to use it further.

12. Secrecy

12.1. The Contract and all the handouts and information relating thereto shall be confidential without the need for it to be expressly so marked, and the Customer is not authorised to disclose such information and handouts in any form to third parties without the consent of the Contractor.

13. Final provisions

13.1. These Conditions are written in English. All arrangements between the Contracting Parties shall be governed by the law of the Czech Republic. If the relationship established by the Contract contains an international element, the Contracting Parties have agreed that the relationship is governed by the law of the Czech Republic.

13.2. All disputes arising out of or in connection with the Contract shall be decided and finally settled by arbitration before the Arbitration Court of the Economic Chamber of the Czech Republic and the Agrarian Chamber of the Czech Republic in Prague in accordance with its Rules online by a single arbitrator appointed by the President of the Arbitration Court of the Economic Chamber of the Czech Republic and the Agrarian Chamber of the Czech Republic.

13.3. The court of the Contractor’s registered office shall be the court of competent jurisdiction.

13.4. The place of fulfilment of Contract obligations is the registered office of Mauch s.r.o., unless otherwise agreed in writing by the Contracting Parties.

13.5. The Contracting Parties may agree on provisions individually negotiated, that is to say, distinct from these Conditions. Deviating contractual and purchase conditions do not become a valid part of the Contract also without the Contractor’s exclusive objection and even in the case of an effected delivery by the Contractor. All other derogating arrangements, in particular from amendments, additional agreements or confirmations, are not effective upon written confirmation by the Contractor.

13.6. The Contractor in bona fide declares that there are no third-party rights affecting the production, sale, use of the Goods or supply of the Services for a purpose agreed between the Contracting Parties.

13.7. The provisions of these Conditions or further agreement between the Contracting Parties may be supplemented and changed by the Contracting Parties, on the basis of agreement between the Customer and employees of the Contractor, subject to a written confirmation of the Contractor.

13.8. Should any provision of the Conditions be declared null and void or ineffective, the other provisions of the Contract and the Conditions shall continue to be in force and effective if they can be severed. Instead of an invalid or ineffective provision, the Conditions are replaced by a provision whose meaning is as close as possible to the invalid or ineffective provision.

13.9. These Conditions remain in force until new general terms and conditions are announced.