General Terms and Conditions of Mountfield a.s., Mnichovice – Mnichovice, Mirošovická 697, ZIP Code 251 64, Czech Republic
- 1 Applicability and General Conditions
(1) Unless otherwise expressly agreed upon in writing, the following General Terms and Conditions (hereinafter referred to as “GTC”), in the version applicable at the time of coming into force of the respective contract, shall apply to all business relations in purchase contracts, in which Mountfield a.s., Mnichovice – Mnichovice, Mirošovická 697, ZIP Code 251 64, Czech Republic (hereinafter referred to as “Supplier”), , acts as service provider and not as purchaser or customer.
(2) “Customer” within the meaning of these GTC means entrepreneur.
(3) Entrepreneurs within the meaning of these GTC are considered as customers, who are making the transaction in the course of carrying on their business (§ 420 and seq. Civil Code, law no. 89/2012 Coll.). Business shall mean any organization, which is intended to be permanent, for the purposes of independent commercial activity, even though it may be a non-profit enterprise. All legal entities governed by public law shall be deemed to be entrepreneurs.
(4) Customers, who are not entrepreneurs and are not entities affected by these terms and conditions
(5) The GTC, in the version applicable at the time of signing the new contract, shall continue to apply to subsequent orders.
(6) The order details shall be sent to the Customer by e-mail.
(7) General Terms and Conditions provided by the Customer shall not become integral part of the contract, irrespective of whether or not the Supplier has expressly objected to their validity. The Supplier hereby expressly objects to any deviating terms and conditions of the Customer.
(8) Deviating agreements and terms and conditions shall be subject to an explicit written agreement. Due to specific legislation regarding sales of pool chemicals and battery and electronic products it is necessary to check the specific conditions in your country before purchase. Mountfield a.s. does not bear responsibility for resulting issues after the primary sale is finished.
(9) Contract language shall be English.
- 2 Conclusion of Contract
(1) The contract shall be concluded with:
Mountfield a.s., Mirošovická 697, Mnichovice – Mnichovice, ZIP CODE: 251 64, Czech Republic.
(2) Any offers in the Supplier‘s online shop are non-binding and shall be considered as an invitation to the Customer to submit a respective quotation. The order placed by the Customer shall be considered as binding offer. After order placement, the Customer shall receive a “confirmation of reception” by e-mail, which does not constitute an acceptance of the contract. The contract shall only be deemed concluded upon acceptance of the order by the Supplier, either by sending an order confirmation by means of regular mail, telefax or e-mail or immediately by delivering the ordered product. It is always necessary to wait for confirmation of the order from the Supplier. This rule also applies to goods that are in stock.
(3) Outside the online shop, the contract shall be deemed concluded upon receipt of the order confirmation signed by the Customer. Any amendments or additions made by the Customer after conclusion of the contract shall be null and void – irrespective of whether or not the Supplier expressly objects to their validity.
- 3 Subject Matter, Product Availability
(1) All goods displayed in the online shop have an icon in stock or out of stock. All goods specified in the Customer’s purchase order and order confirmation at the prices indicated in the online shop shall be subject of the contract.
(2) The characteristics of the ordered goods are based on the product descriptions in our online shop. All images shown on the website are for reference purposes only; in particular, colors and seams may differ considerably for technical reasons. The images only serve as illustration and may differ from the actual product. Technical data, weight, dimensions and performance specifications are indicated as precisely as possible, but may show the usual deviations. The characteristics described here do not constitute defects in the products delivered by the Supplier.
(3) If the selected product is permanently unavailable at the time of the Customer’s order, the Supplier shall inform the Customer accordingly. In this case, no contract shall be concluded.
(4) If the product ordered by the Customer is temporarily unavailable, the Supplier shall inform the Customer in the order confirmation. In the event of a delay in delivery exceeding four weeks, the Consumer shall have the right to withdraw from the contract. Apart from that, the Supplier shall also have the right to terminate the contract. In this case, the Supplier shall reimburse any possible payments already received from the Customer within a reasonable period. The Supplier can offer the customer other goods for goods that he does not currently have in stock. The Customer has to agree with this change. customer consent must be obtained.
(5) The engagement of subcontractors shall always be allowed.
- 4 Prices, Shipping Costs
(1) All prices are in euro and without value added tax. Prices will be displayed after logging into the system. Unless a free shipping has been agreed, additional shipping costs arise. If the Customer has a right of withdrawal or if the Customer makes use of his right of withdrawal, the Customer shall also bear the costs of returning the goods, unless otherwise agreed. Additional costs may occur for Entrepreneurs.
(2) The cost of transporting the goods will be the subject of an agreement between the Supplier and the Customer, with the quantity of goods ordered and the distance being decisive. Shipping costs are covered by the Customer. The final price of goods including legal value added tax plus shipping costs has to be valid by the Supplier provided that the Customer is registered for the applicable value added tax.
(3) If taxes, contractual fees, export, import and transit duties, customs duties and customs charges, official commission fees and the like become due in the course of shipment, these costs shall be borne by the Customer.
(4) At his own discretion, the Supplier shall be entitled to adapt the contractually agreed prices, provided the Customer, if changes to the extent of at least 5% occur in respect of (a) payroll costs effected by law, regulation, collective bargaining agreement, company agreements or (b) other cost factors necessary for rendering the service, such as material costs, delivery and transport costs, or due to changes in the national or global market prices for raw material, changes in the respective exchange rates etc., which have occurred since the conclusion of the contract. The adaption shall be made to the extent to which the actual manufacturing costs at the time the contract was concluded change in relation to those at the time of the actual performance. The same applies in the event of other increases beyond the Supplier’s control as a result of taxes, customs duties or transport duties.
(5) The goods will be delivered by the customer with the Incoterms 2020 EXW, or the goods will be delivered by the Supplier at the basic cost. Shipping costs will be subject to agreement between the Supplier and the Customer.
- 5 Terms of Payment
(1) The Customer will receive an electronic invoice after confirming the order and agreeing on shipping. Advance payment is possible upon agreement with the Supplier. The payment is possible upon agreement with the Supplier.
(2) The payment is only possible by bank transfer.
(3) If the Customer delays the payment, the Supplier shall be entitled to charge default interests. For a Consumer, the default interests amount to 12 % p.a. above the base rate of the European Central Bank. The base rate applicable for the respective half-year shall be the rate in force on the first calendar day of the half-year in question. This shall not affect any claims for compensation of a proven higher damage in case of default in payment. Moreover, the Supplier explicitly reserves the right to withdraw from the contract due to default in payment.
(9) If the Customer delays the payment, the Supplier shall be moreover entitled to demand immediate payment of the entire amount of all outstanding claims. The Supplier shall also be entitled to this right if, after conclusion of the contract, he becomes aware of unfavorable circumstances affecting the solvency or economic situation of the Customer.
(10) If the Customer fails to comply with a request for payment despite a grace period of fourteen days, the Supplier shall be entitled, without prejudice to any other rights, to take back the goods, which are the property of the Supplier, without this being equated with a withdrawal from the contract (withdrawal clause), or to withdraw from the contract in full or in part, whilst respecting the rights of the Supplier, in particular the right to compensation for non-performance.
(11) The Customer shall not be entitled to retain payments due to warranty claims or other counterclaims not recognized by the Supplier.
- 6 Retention of Title
(1) The goods shall remain the property of the Supplier until paid for in full.
(2) The Customer must adequately insure the goods subject to retention of title against fire, theft and damage caused by third parties. He shall assign the claims under the insurance policy to the Supplier and notify the insurer. The Customer shall be prohibited from creating contractual security interests over the goods subject to retention of title. If the goods subject to retention of title are recorded in the context of an enforcement, the Customer shall inform the enforcement authorities of the third-party property and shall inform the Supplier at the latest within 24 hours.
(3) The Supplier shall be entitled to suspend or to stop the fulfillment of his own obligations at any time if it turns out after the conclusion of the contract that the Customer will not fulfill a substantial part of his obligations due to (i) a serious lack of his ability to fulfill the contract or (ii) a serious lack of his credit-worthiness or (iii) his conduct in preparing to perform or (iv) in performing the contract or previous contracts.
- 7 Terms of Delivery, Assumption of Risk
- Kontrola zboží při vykládce, kontrola úplnosti apod..a případné zanesení nesrovnalostí do CMR dokladů.
(1) The Supplier shall deliver the goods in accordance with the order confirmations. If no delivery terms are stated in the order confirmations or other agreement between Supplier and Customer, the goods shall be delivered EXW INCOTERMS 2020 to the Customer. If the Customer and the Supplier have an agreement about the deliver, the goods shall be delivered DAP INCOTERMS 2020 to the Customer and the Customer pays the costs of this way of transport goods.
(2) If an agreed delivery date is exceeded by more than 6 weeks, the Supplier is in default and the Customer shall grant a grace period of at least 6 weeks. If the grace period expires without result, the Customer may withdraw from the contract provided that the Customer notified his intention to withdraw at the time the grace period was set. The delivery time shall not begin before the day of conclusion of the contract. It shall be extended by the period required to clarify details or to provide official permits to be procured or reobtained by the Customer. The same applies if the delivery depends on the payment of a deposit or on a guarantee of payment by the Customer. Unless the Supplier is responsible for dispatch, the notification of readiness for dispatch is decisive for a timely delivery. Unless a delivery to the Customer has been agreed, a delivery ex works according to Incoterms 2020 shall be deemed to have been agreed.
(3) Unless otherwise expressly agreed in writing, the delivery times shall be considered as non-binding.
(4) Deliveries shall be made to the address given by the Customer. In case of incorrect, incomplete or unclear address details given by the Customer, the Customer shall bear all resulting costs. Agreed deliveries shall imply that the delivery road is accessible for heavy goods vehicles.
(5) The goods are properly packaged as is customary. Packaging material shall only be taken back or reimbursed, in so far as this had been agreed or is mandatorily required by law.
(6) The Customer shall be obliged to accept the goods provided by the Supplier. If the Customer is in default of acceptance, he shall bear the full return costs. In addition, the Supplier shall be entitled to store the goods either at his premises or at the premises of a third party. If the goods are stored at the Supplier’s premises, the Supplier shall be entitled to charge a fee equivalent to a fee of a public warehouse.
(7) The Customer is obliged to take over the goods, check them and indicate the defects of the goods in the CMR documents.
(8) Partial deliveries and services shall be always possible. In the event of partial deliveries, partial invoices shall be permitted. The Supplier shall be also entitled to deliver before the agreed delivery date. The withdrawal from the contract or any other termination of the contract, for whatever reasons, shall not terminate the contract for partial deliveries already performed, unless the reasons for the withdrawal from the contract or the termination of the contract also includes the partial deliveries already performed.
- 8 Force Majeure
(1) Force majeure and other unforeseeable events or events beyond the Supplier’s control such as labor disputes, official measures, diseases, pandemics (e.g. COVID-19), disruption in traffic, interruption of energy supply and the like as well as accidents beyond the Supplier’s control shall excuse the Supplier from his delivery obligation for the duration of their effects, even if they occurred at the Supplier’s sub-suppliers or the latters’ sub-suppliers.
(2) If the event exceeds a period of two months or if it is already evident at the beginning that the event will exceed a period of two months, the Supplier shall be entitled to withdraw from the contract. If the delivery becomes permanently impossible due to the aforementioned events, the mutual obligation shall cease.
- 9 Hardship
(1) The Supplier shall be, in principle, obliged to perform his contractual obligations, even if the events have rendered the performance more onerous than could reasonably have been anticipated at the time the contract was concluded.
(2) If the Supplier, notwithstanding paragraph 1, proves that
- a) the (continued) performance of his contractual obligations has become onerous due to an event beyond his reasonable control, which he could not reasonably have been expected to have taken into account at the time the contract was concluded, and
- b) the Supplier could not reasonably have avoided or overcome the event or its consequences,
the Contractual Parties shall be obliged, within a reasonable period (but not later than 30 days) of the invocation of this clause, to negotiate a contract adaption to overcome the consequences of the event.
(3) If paragraph 2 of this clause applies, but the Parties are unable to agree on a contract adaption, the Supplier shall be entitled to terminate the contract.
(4) The aforementioned hardship clause shall not affect the right of withdrawal according to
§ 8 para. 2 of these General Terms and Conditions.
- 10 Cleaning / Care
The goods delivered must be cleaned prior to use. All instructions regarding cleaning, maintenance and care are provided in the product descriptions respectively in the instruction manuals delivered with the product. All instruction manuals, cleaning and maintenance instructions of those products exerting influence on the ordered product must be also respected. If the manufacturer recommends any service, this service must be performed as well.
- 11 Warranty
(1) The warranty period for defect shall be 2 years from the date of reception of the goods. The warranty excludes normal wear and tear, violence and damages due to improper use.
(2) The Warranty covers repair or replacement of any part of the goods that is proven to be defective in material or workmanship under normal use, excluding normal wear and tear (including, but not limited to, normal fading of painted or plated surfaces, sheet peeling, and other natural deterioration), during the applicable warranty period.
(3) Warranty repairs and/or replacements will be made without charge for labor and/or replacement parts. Any defect parts or goods which are replaced under this warranty may be kept by and becomes the exclusive property of Mountfield a.s.
(4) Any part replaced under this warranty will be considered as part of the original goods, and the warranty applicable to replaced parts or goods will expire on the date of expiration of the original warranty period.
(5) The Customer shall inspect the goods immediately upon their receipt. Any defects, which had been detected or could have been detected during the inspection, must be reported in writing to the Supplier within 3 days. The same applies if the defect is discovered later. If goods are delivered with obvious transport damages, the Suplier shall immediately complain those damages to the forwarding company and contact the Supplier without undue delay. If the Suplier fails to notify the defects in due time, he shall no longer be entitled to assert claims under warranty, for compensation due to the defect itself as well as due to an error concerning the absence of defects.
- 12 Compensation
(1) The Supplier shall not be liable towards the Customer for indirect damages, loss of profit, loss of interest, lost savings, consequential damages, pecuniary losses and damages arising from claims of third parties.
(2) The burden of proof for damage, causality, illegality and fault (for the claimed degree of fault) shall rest on the Customer.
(3) The Entrepreneur’s right to claim for compensation shall expire upon handling or processing of the delivered goods or their resale, without giving the Supplier the opportunity to check the non-conformity. Possible liability or recourse claims of an Entrepreneur including possible claims arising from consequential harm caused by a defect shall be limited to 50% of the agreed respectively paid amount of the respective order, but in any event to € 20.000.
(6) The Entrepreneur’s claims for compensation shall become time-barred twelve months after becoming aware of the damage and of the infringing party; but in any event five years after the act which gave rise to the damage.
- 13 Severability
If any provision of these General Terms and Conditions is or becomes entirely or partly invalid or unenforceable, the other provisions of these General Terms and Conditions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced by a valid, enforceable provision, which comes as close as possible to the content and purpose of the invalid or unenforceable provision.
- 14 Place of Jurisdiction, Governing Law and Place of Performance
(1) All disputes arising from the contract with the Customer shall be optionally settled by the competent court of the Supplier and in the event of a dispute arising from these terms and conditions between the Supplie and the Customer in accordance with § 89a of the Code of Civil Procedure, the Regional Court in Prague (Krajský soud v Praze) is elected, which has jurisdiction over the proceedings.
(2) The contract shall be governed by, and construed under, Czech law under exclusion of the UN Convention on Contracts for the International Sale of Goods and without regard to conflict of law principles.
(4) The place of performance for deliveries and payments shall be the Supplier’s registered office.
- 15 Final Provisions
(1) The Customer hereby expressly agrees that the Supplier may store and process automatically his personal data relevant to the performance of the contract. The Customer may revoke this declaration at any time in written form by e-mail, fax or letter.
(2) Modifications and amendments to a contract shall be made in writing.
19. 5. 2023, Mountfield, a.s.