General terms and conditions

General Provisions

These Terms and Conditions govern the mutual rights and obligations of the Seller and the Buyer (hereinafter referred to as the “Buyer”) in the sale of goods.

These Terms and Conditions form an integral part of the Purchase Agreement and the Buyer, by signing the Purchase Agreement, also confirms that they read these Terms and Conditions and that they expressly acknowledge that these Terms and Conditions form part of the contractual arrangement between them and the Seller. The Terms and Conditions are also available for viewing on the Seller’s website. Different terms and conditions of the Buyer are excluded, unless otherwise agreed in writing. Any contractual arrangements amending these terms and conditions must be made in writing and confirmed in writing by both the Seller and the Buyer. Provisions that deviate from these Terms and Conditions may be agreed upon in the text of the actual Purchase Agreement. Any different provisions in the Purchase Agreement shall prevail over the provisions of the Terms and Conditions.

Object of purchase
The object of purchase under the Purchase Agreement is the goods specified in the Purchase Agreement (hereinafter referred to as “Goods”). The data on the goods, including the purchase price at the time of conclusion of the Purchase Agreement, are decisive. Goods means the shading equipment and its components (e.g. boxes under the plaster, cover sheets, insect screens) supplied by the Seller, which are specified in the manufacturer’s technical data sheets as to type, method of execution, characteristics and price. Technical data sheets of the manufacturer are published on the website of ŽALUZIE NEVA s.r.o. (www.neva.eu).

Deliveries of goods according to individual orders placed by the Buyer are considered as separate purchase agreements.

Obligations of the parties

Seller’s obligations:

• the obligation to hand over to the Buyer the item which is the object of the purchase on the basis of the Purchase Agreement
• the obligation to allow the Buyer to acquire title to the item subject to the purchase upon fulfilment of all obligations

Buyer’s obligations:

• the obligation to take over the thing that is the object of the purchase from the Seller
• the obligation to pay the Seller the purchase price of the item being purchased

Ordering of Goods

It is possible to order Goods:

• on the manufacturer’s order form
• via the manufacturer’s website application

a) In both cases, the order for Goods must contain the customer’s specification.

b) All fields specifying the product in terms of quantity, type, design and accessories must be completed.

c) Incomplete orders will be returned to the customer for completion.

d) If the order is not placed on the Seller’s forms or through the manufacturer’s website application, the order must include at least the following matters:

• the date when the order is issued
• the date of the requested delivery of the Goods
• ordering entity (person)
• specifications of the ordered Goods according to the designation in the Product Technical Data Sheets

e) An order is deemed to have been placed when it is delivered to the Seller in person, by post, by e-mail or via the website application.

f) If the persons authorised to place an order on behalf of the Buyer are not specified in the General Purchase Agreement, the person authorised to place an order on behalf of the Buyer is the person authorised by the Buyer or it is usual due to their job title; in case of a change, the Buyer is obliged to notify the Seller of this fact in writing, otherwise the Seller is not responsible for any orders placed by an unauthorised person; in case of orders via the website application, the Buyer is entitled to request a change of the access password in case of a change of the authorised person.

g) If the order meets the requirements set out in these GTC, an order confirmation may be drawn up and sent to the Buyer. If the Buyer does not object in writing within 24 hours of the moment when an order confirmed is delivered to them, the order is considered approved by the Buyer and is sent to production. This concludes the Purchase Agreement between the two parties.

h) An order placed via the website application is confirmed interactively by the Seller in the list of orders placed by the Buyer. In such a case, the individual Purchase Agreement shall be regarded as concluded when the Seller confirms the order in the list of sent orders.

i) The Buyer acknowledges that they are obliged to check the order confirmation.

j) If the Buyer requires a change after the order has been placed, they are obliged to notify the Seller in writing without undue delay. Changes to the order are subject to the Seller’s consent. Any costs for changing the order are the responsibility of the Buyer.

k) If the Seller, when processing the order, finds that the delivery of the Goods cannot be effected under the conditions specified in the order, it shall inform the Buyer of this fact. In the event that the Buyer approves the proposal of new terms, the Seller shall indicate the different terms of delivery of the Goods in the order confirmation unless the parties agree to cancel the order.

l) The Seller is not liable to the Buyer for any incomplete or incorrect deliveries of Goods which were caused due to incorrect or inaccurate orders placed by the Buyer. Clarification of the order due to its incompleteness or inaccuracy is the right of the Seller, not its obligation. The technical specifications of the Seller’s individual products, their components and parts, limit dimensions and standard designs are given in the Manufacturer’s Technical Data Sheets.

Delivery of the Goods

a) The date of completion of production of the Goods is indicated on the order confirmation. In the event of cancellation of the Purchase Agreement, the Buyer is obliged to pay the invoiced costs incurred to the Seller.

b) If the Seller is unable to make the delivery within the required time, it has the right (even after the conclusion of the contract) to set a new, later delivery date and notify the Buyer of this new delivery date.

c) The place of delivery of the Goods is the address indicated as the Buyer’s registered office or place of business unless otherwise specified in the Purchase Agreement.

d) If the Buyer (Customer) requires delivery to an address other than the Buyer’s (Customer’s) registered office or contractually agreed location, this fact must be stated at the time of ordering. This change may affect the overall cost of transport. The Seller is allowed to deliver the Goods in partial deliveries.

e) The method of delivery and packaging of the Goods is specified in more detail in the Transport Conditions of ŽALUZIE NEVA s.r.o. These are an integral part of the GTC.

f) The price for transport of the Goods to the place of delivery is not included in the purchase price of the Goods and is determined by the current price list of the Seller or public carrier and is charged separately in addition to the purchase price of the Goods.

g) The documents necessary for the receipt and use of the Goods shall be deemed to be the delivery note or other document issued by the public carrier, which shall be issued to the Buyer after receipt of the Goods. The Seller is not obliged to provide any other documents or papers for the acceptance of the Goods.

h) If the Buyer defaults on taking delivery of the Goods at the agreed time, the Seller is entitled to demand a storage charge from the seventh day following the agreed date of completion of the order. The storage charge is calculated at a minimum amount of CZK 50/day per one stock unit. Each stock unit may contain products with a maximum gross weight of 400 kg.

i) The Buyer shall confirm receipt of the Goods on a copy of the delivery note or another shipping document of the carrier.

Purchase Price

a) The purchase price of the Goods is specified in the Seller’s price list. The purchase price specified in the price list does not include VAT, installation and usually transport of the Goods.

b) The amount of the purchase price may be adjusted in the General Purchase Contract or agreement in the form of a rebate document, in the form of a discount on the purchase price (rebate) of the Buyer

c) Should the input prices be changed, including utilities or other circumstances affecting the price of the Goods, the Seller is entitled to change the basic purchase price of the relevant Goods. The Seller shall notify the Buyer of this intention to increase the basic purchase price. The Seller will also make price changes in the website application on the relevant date. The decisive price change date is crucial for the actual change and not the time at which the price lists are modified.

d) In the event of a change in the purchase price of individual types of Goods, the date on which the order was placed by the Buyer with the Seller is decisive.

Method of Payment of the Purchase Price

a) Unless otherwise agreed, the price shall be paid by the Buyer in the form of an advance or settlement invoice due ten days from the date of issue.

b) The Seller shall always be entitled to demand an advance payment in the form of an advance invoice issued by the Seller upon confirmation of the order for the Goods, and by entering into the Purchase Agreement, the Buyer explicitly agrees to that. In the event of the Buyer’s delay with the payment of the advance invoice, the Seller shall be entitled to terminate this Purchase Agreement.

c) If it is agreed that the purchase price for deliveries of the Goods will be billed in invoices, the minimum invoice requirements as far as the contents are concerned must comply with the minimum requirements specified by the applicable legislation dealing with tax and accounting documents.

d) The Seller has the right to issue an invoice for the purchase price of Goods delivered:

• on the day when the delivery is effected, i.e. on the date of handover of the Goods to the Buyer, or on the date of dispatch of the delivery from the Seller’s manufacturing plant even though it comes earlier than the date when the delivery is effected
• the date of handover of the Goods to the public carrier at the Seller’s manufacturing plant

e) The invoice can be sent to the Buyer by post or e-mail to the address specified by the Buyer in the individual purchase orders.

f) Should the Buyer default on payment of the purchase price for previous deliveries of the Goods, the Seller is entitled to condition further deliveries of the Goods by settlement of the due amount of the purchase price in default and settlement of the purchase price for the following deliveries of the Goods in advance prior to handover of the Goods or, as the case may be, by requiring an advance payment to be made on the purchase price for delivery of the Goods. Such fact shall be notified to the Buyer.

g) Should the Seller provide the Buyer with a discount on the purchase price as a payment term for timely settlement of the purchase price for the individual deliveries of the Goods, the details of provision of the discount on the purchase price shall be given on an individual basis in writing.

h) The key date for giving a discount is the date when the amount in question is credited to the Seller’s bank account.

i) The date on which the total financial amount is credited to the Seller’s account is considered as the date of payment of the price. The provisions of Section 1805(2) of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the “Civil Code”) shall not apply. If the Buyer defaults on payment of the purchase price, the Seller shall have the right to withdraw from Agreements already concluded.

j) Lodging a complaint or damage to the Goods that occurred after the risk thereof passed to the Buyer shall have no
suspensive effect on the payment of the price of the Goods in full at the stipulated time.

Retention of Title

a) The Buyer acquires title to the Goods only when the relevant purchase price has been paid in full. The risk of damage to the Goods, however, passes to the Buyer upon acceptance of the Goods or when the Goods are handed over to a public carrier for transport.

b) Should the Buyer install the Goods for a third party prior to the purchase price due date, the Buyer shall use the payments received from the third party preferentially for settlement of the purchase price to the Seller.

Transfer of the Risk of Damage to the Goods

The risk of damage to the Goods shall be pass to the Buyer:

a) On the date of delivery, i.e. when the Goods are handed over to the Buyer.

b) In the event that transport is ordered by the Buyer, the liability for damage to the Goods passes to the Buyer at the moment of handing over the Goods to the carrier.

Defects in Goods

Details regarding the claiming of defects in the Goods and their claiming are regulated by the Seller’s Complaints Policy, which is binding on both parties.

Default

a) If the Seller defaults on delivering the Goods, the Buyer is entitled to issue the Seller a contractual penalty in the amount of 0.05% of the price of the undelivered products for each day of default unless the General Purchase Agreement specifies otherwise.

b) If the Buyer defaults on payment of the purchase price, the Seller is entitled to issue the Buyer a contractual penalty in the amount of 0.05% of the total due amount for each day of default; this is without prejudice to the Seller’s right to receive the full compensation for damage.

Personal data protection

a) In accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (hereinafter referred to as “the Regulation”), the Buyer is informed of the processing of personal data, namely name, surname, date of birth and residence (hereinafter referred to as the “personal data”), with the understanding that these are processed and stored by the Seller for the purposes of the performance of the Purchase Agreement and for the purposes of fulfilling the legal obligations to identify the parties. The personal data of the Buyer will be processed according to the Seller’s internal guidelines on the processing of personal data. The protection of personal data is supervised by the Office for Personal Data Protection.

b) The Buyer is informed that the Seller may entrust a third party as a processor to process the Buyer’s personal data. Without the Buyer’s prior consent, the personal data shall not be provided to any third parties except those parties in charge of transporting the Goods.

c) The personal data will be processed for the period necessary for the purposes of the performance of the Purchase Agreement and for the period of keeping the Seller’s customer records. The Buyer acknowledges that it is possible to send to the Buyer’s e-mail address (if the Buyer has consented to the processing of this data) commercial communications within the meaning of Section 7 of Act No. 480/2004 Coll., on certain information society services, unless the Buyer expressly states that they do not consent to the sending of such commercial communications.

d) If the Buyer requests information on the processing of their personal data, the Seller is obliged to provide such information to the Buyer. Furthermore, the Buyer shall be expressly informed of the following rights:

• to have access to their personal data (pursuant to Article 15 of the Regulation)
• to request their rectification (Article 16 of the Regulation)
• to the deletion of their personal data without undue delay provided that reasons pursuant to Article 17 of the Regulation are given
• to restrict the processing of their personal data in cases pursuant to Article 18 of the Regulation
• to data portability in cases stipulated in Article 20 of the Regulation
• to withdraw the consent granted pursuant to Article 7(3) of the Regulation
• lodge a complaint against the Seller (controller) pursuant to Article 77 of the Regulation

Other Provisions

a) The Contracting Parties hThe parties expressly agree that the entire regime of legal relations between them shall be governed by the provisions of the Czech Civil Code.

b) In the event that the Seller unintentionally breaches an obligation or obligations arising from the individual purchase agreement, the Seller shall only be obliged to compensate the Buyer for direct damage up to a maximum of the individual purchase price of the defective Goods or part thereof, and up to a maximum of 50% of the purchase price of the defective Goods in respect of the claim for further damages. The Seller shall not be liable for any indirect, supplementary or consequential damage or lost profit that may be incurred by the Buyer in connection with the deliverables, e.g in the event they are used incorrectly. By concluding the Purchase Agreement, the Buyer expressly agrees to this fact.

c) The maximum hourly rate for repairs and travel is determined by the normal cost price of these costs at the place and time of installation, up to a maximum of €45/hour and €0.35/km, respectively.

d) The parties have agreed that all disputes arising from their mutual relations and from the orders and individual purchase agreements executed in compliance with these GTC shall be decided by an ordinary court with jurisdiction in the area of the Seller’s (contractor’s) registered office provided that a different method of resolution of their disputes has not been agreed upon between the parties.

e) Changes to the Purchase Agreement must be made in writing and approved by both parties; this also applies to an amendment to this provision.

f) The Seller is not liable for losses or damage inflicted on the Buyer due to a breach of the Purchase Agreement, such as due to non-delivery or late delivery of the Goods owing to force majeure events, e.g. war, floods, fire, legal strike, lack of material, utilities, fuel, or for another objective cause that was not due to the Seller’s fault. In such a case, the Buyer is obliged to take delivery of the Goods whenever they are delivered to them by the Seller at a later time.

Packaging

Upon receipt of the Goods, the Buyer assumes title to the packaging of the Goods however, this shall not apply to packaging that s marked as returnable by the Seller.

Complaints Policy

An integral part of these Terms and Conditions is the Complaints Policy, which governs the rights and obligations of the parties in respect of defective performance

Transport Conditions and Handling of the goods

The transport conditions and handling of the Goods are an integral part of these Terms and Conditions.

Conditions for Surface coated Parts

The conditions for surface coated parts are an integral part of these Terms and Conditions.

Temporary and Final Provisions

The current text of the Terms and Conditions shall come into effect on 1 July 2024 and replace the Terms and Conditions in force from 1 September 2019. Individual purchase agreements and orders for the supply of Goods made after these Terms and Conditions come into force are subject to these Terms and Conditions. The text of this document is drawn up in the Czech language. In the event of a dispute or any doubts in the interpretation of other language versions, the Czech language version shall be decisive at all times.