Business Terms and Conditions of BROKIS s.r.o.
sale of goods

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  1. Basic provisions
    1. These Business Terms and Conditions regulate the rights and obligations between BROKIS, s.r.o., with its registered office at Španielova 1315/25, Post Code 163 00, Prague 6 - Řepy, reg. no. 64940799, registered in the Commercial Register kept by the Municipal Court in Prague, Section C, File 42174 (hereinafter the “Seller”) as the seller and the seller’s customer (hereinafter the “Buyer”) as the buyer regarding the sale of goods under a particular purchase contract generally concluded based on the Buyer’s order accepted by the Seller (hereinafter the “Contract”).
    2. These Business Terms and Conditions do not apply to cases where a person who intends to enter into a Contract with the Seller is a consumer within the meaning of Section 419 of the Act. No. 89/2012 Coll., Civil Code, as amended (hereinafter the “Civil Code”).
    3. The expressions used in these Business Terms and Conditions have the same meaning as defined in the Contract.
    4. The Business Terms and Conditions form an integral part of the Contract. The provisions of the Contract shall prevail over the provisions of the Business Terms and Conditions.
  2. Delivery of Goods
    1. Unless stipulated otherwise in the Contract, the delivery of goods shall take place in accordance with CPT Incoterms 2010. the Seller shall fulfil its obligation to deliver the goods to the Buyer by handing over the goods to the chosen carrier.
    2. If the Contract stipulates that the goods shall be transported by the buyer, the delivery of goods shall take place in accordance with FCA Incoterms 2010. The Seller shall fulfil its obligation to deliver the goods to the Buyer by handing over the goods at the named places.
    3. When delivering goods according to CPT Incoterms within EU, EFTA and EEA countries, the country of delivery must coincide with the country in which the billing address of the Buyer is located.
  3. Delivery Time
    1. The Seller shall deliver the goods to the Buyer within the period specified in the Contract, otherwise within 90 days from the conclusion of the Contract. This period is determined in favour of the Seller, i.e. the Buyer cannot request early delivery, but the Seller can deliver the goods earlier.
    2. The period for delivery of the goods shall be extended by a reasonable period in case the Seller is prevented from carrying out his obligations by
      1. an extraordinary, unpredictable, and insurmountable obstacle arising independently of his will according to Section 2913, paragraph 2 of the Civil Code, or
      2. outage caused by one of the retail chains,
      3. Buyer's delay in meeting his obligations (e.g., delay in payment of the deposit, failure to hand over the mould in time).
    3. If, for serious reasons, the Seller is unable to fulfil his obligation to deliver goods to the Buyer at the agreed time, the Seller shall notify the Buyer thereof without an undue delay.
  4. Purchase price
    1. The price in the Contract is exclusive of value added tax (hereinafter „VAT“)
    2. VAT will be added to the price by the Seller in accordance with applicable legal regulation on VAT at the rate applicable on the date of the taxable supply. The Contract will also specify the VAT rate applicable on the date of the draft Contract and the rate of the date of conclusion of the Contract.
    3. The price in the Contract is exclusive transport costs. The transport costs are stated separately from the price of goods.
    4. The price in the Contract is exclusive custom documents costs. The custom documents costs are stated separately from the price of goods and amount to 20 EUR for each order or a group of jointly delivered orders.
    5. If the goods are sold to the third countries, which are the countries outside EU, EFTA, EEA and transported to the destination in these countries by a carrier secured on behalf of and at Seller’s expense, the price is exempt from VAT. The Buyer is obliged to pay the price plus transport costs. Custom clearance of goods is ensured by the Seller.
    6. In case the goods are sold to the countries outside EU, EFTA, EEA and the transport in accordance with FCA Incoterms 2010 not secured by the Seller, the Buyer is obliged to provide the Seller with the code of the transit pass of the goods out of the EU and the method of transport. The price is exempt from VAT. Custom clearance of goods is ensured by the Seller.
    7. If the goods are sold to the countries outside EU, EFTA, EEA and the transport within the EU, EFTA and EEA countries is provided by a carrier secured on behalf of and at the Seller’s expense, the Buyer is obliged to provide the Seller with the code of the transit pass of the goods out of the EU and the method of subsequent transport. Custom clearance of goods is ensured by the Seller. The price is exempt from VAT. The Buyer is obliged to pay the price plus transport costs and the costs of custom clearance procedure.
    8. Validity of custom documents is 30 days since the date of issue. The consignment must leave EU within this period.
    9. In the event the Buyer pays the price of goods exempt from VAT and the prerequisites for exemption from VAT are not met for reasons on the part of the Buyer , the Seller is entitled to charge the Buyer the difference between the price with and without the VAT and the Buyer is obliged to pay the balance of the purchase price.
    10. The Buyer shall notify the Seller of the fact that he (i) is registered as VAT payer in any EU Member State or (ii) he ceased to be registered as VAT payer in any EU Member State without an undue delay this event has occurred. The Buyer shall be liable for any damage caused to the Seller by breach of this obligation.
    11. The Buyer is obliged to provide the Seller with a valid VAT ID and to ensure validity thereof on the date of expedition. In case of breach of this obligation, the buyer is obliged to pay to Seller a contractual penalty of 21 % of the delivered goods.
    12. In the event the price of certain input materials needed for the production and the delivery of the goods shall demonstrably increase by more than 20% of original price from the date of the order, the Seller is entitled to increase the price of the goods and notify the Buyer of this change in price respectively. Except in cases where the production of goods is custom made, the Buyer has 30 days from the delivery of the notice of change in price to withdraw from the contract if he does not agree with this price change.
  5. Payment terms
    1. All payments shall be made by bank transfer.
    2. The Buyer shall pay the Purchase Price to the Seller’s account on the basis of invoice issued by the Seller until the due date specified on the invoice, otherwise within 15 days from the delivery of such invoice.
    3. If the Contracting Parties have agreed to an advance payment, it is payable within the maturity period specified in the invoice, otherwise within 10 days from its delivery. The advance payment will be charged against the total price.
    4. The total invoice value is quoted taking into account all the discounts agreed by the Contracting Parties.
    5. Until the purchase price is paid in full, the Seller is not obliged to hand over the goods to the Buyer.
  6. Reception of Goods
    1. The Buyer is obliged to take over the goods on the day specified in the notification of readiness of goods for acceptance.
    2. The Buyer is obliged to confirm to the Seller the receipt of the goods.
    3. If the Buyer fails to take over the goods, of which readiness for receipt he has been informed, for more than 14 days from the notification of the readiness of the goods, the Seller shall be entitled to sell the goods in an appropriate manner to a third party without any prior notice to the Buyer. For the period of delay in taking over the goods, the Buyer is obliged to pay the costs of storage of the goods in the amount of 1 EUR per palette/per day of storage. The storage costs are payable within 15 days from the delivery of the Seller’s notice.
  7. Transfer of Title and Risk
    1. Unless the Contract provides otherwise, the Buyer shall acquire the ownership rights at the time when he is authorized to dispose with the goods
    2. The transfer of risk occurs at the time of handover of the goods to the carrier.
  8. Liability for Defects
    1. Unless otherwise specified hereinafter, the liability for defects shall be governed by the Civil Code.
    2. The Buyer’s right from defective performance constitutes a defect at the time of attachment of risk to the Buyer, even if it becomes apparent later. The Seller’s obligations under the Quality Guarantee are not affected thereby.
    3. The Buyer acknowledges that parts of the goods are unique glass products that are produced in such a way which make it impossible for the appearance, colour, composition and shape of the products to exactly match the description of the goods based, in particular, on the Seller’s catalogue or samples submitted to the Buyer. Deviations of the delivered goods from the goods agreed upon caused by the specific nature of its production are not regarded as a defect performance.
    4. The Buyer is not entitled to refuse the goods based on the isolated minor defects which neither in themselves nor in conjunction with other defects do not prevent the use of goods in a functional or aesthetic way or do not otherwise substantially restrict its use.
    5. For goods sold at a lower price, the defective performance rights do not apply to the defect for which the lower price has been agreed.
    6. The Buyer is not entitled to compensation for damage caused by usual wear and tear.
    7. Before use, the Buyer is obliged to become familiar with the technical standards and the instructions for use, which are part of the package or are available at www.brokis.cz. The Seller is not liable for defects caused by unprofessional assembly of the goods or its improper use.
    8. The Buyer shall notify the Seller of any apparent defect detectable at the time of attachment of risk no later than 2 days after the reception of goods.
    9. The Buyer shall notify the Seller of any hidden defect without undue delay after he has been able to ascertain it in due time, but no later than 5 days from the date the Buyer was obliged to inspect the goods. The Buyer is obliged to carry out the inspection as soon as possible after the time of attachment of risk, not later than 15 days after the time of attachment of risk.
    10. The Buyer shall notify the Seller of legal defects of the goods without undue delay after their discovery.
    11. When reporting a defect, the Buyer shall specify the defect by providing the number of the affected item and the lot number and shall describe how the defect manifests itself and specify the remedy action of his preference. For reporting a defect, the Buyer shall use the “Notification of defects” form, if it is available at www.brokis.cz at the date of notification.
    12. The Buyer shall exercise his rights arising from the Seller’s liability for defects at the address of business premises or by another person specified in the Contract or in related documentation as the person designated to process claims resulting from liability for defects.
    13. For the purpose of reviewing the defect, the Buyer shall hand over the goods together with the original packaging to the Seller at the address of business premises without undue delay after notification of the defect. Together with the goods, the Buyer shall hand over the proof of purchase and the respective warranty certificate (if issued). As the relevant moment of exercising the rights resulting from liability for defects shall be deemed the moment when the Seller has received the goods including all necessary documents.
    14. The exercise of rights from defective performance does not affect the Buyer’s obligation to pay the price in full. Until full payment, the Seller is entitled to refuse the right of defective performance.
    15. The Contracting Parties hereby declare that the defective performance is always deemed to be unsubstantial breach of the Contract and the choice of remedial action lies upon the Seller.
    16. The Seller shall notify the Buyer of the result of defect assessment and his opinion on the exercised right from the defective performance (hereinafter the “notification of the assessment result”) within 30 day from the moment of exercising the rights from defective performance in accordance with the article 8.13.
    17. If the defect is to be removed by repair of goods or by delivery of new goods, the Seller shall deliver such goods within 90 days from the notification of the assessment result. If the complaint has been rejected, the Seller shall deliver such goods without undue delay after the notification of the assessment result.
    18. The Buyer shall provide the Seller with all necessary assistance to take over the goods pursuant to the Article 8.16. The Buyer’s delay with the acceptance of the goods has the consequences specified in Article 6.3.
    19. The Buyer is not entitled to reimbursement of expenses incurred in exercising the rights of defective performance.
    20. If the Buyer exercises his rights arising from liability for defects unlawfully, the Buyer shall upon the Seller’s notice reimburse expenses efficiently incurred by the Seller with such claim.
  9. Withdrawal from Contract
    1. Unless stipulated otherwise, any Contracting Party may withdraw from the Contract under the conditions stipulated by the Contract or by the Civil code.
    2. The Seller is entitled to withdraw from the Contract if the Buyer is in default with the payment of the advance payment, of the price or any part thereof or is in delay with the fulfilment of any other obligation under the Contract for a period exceeding 30 days.
    3. The Buyer is entitled to withdraw from the Contract if the Seller is in default with the delivery for more than 90 days from the day of delivery pursuant to the article 3.1.
    4. The withdrawal shall be in writing and shall become effective upon delivery to the Party to whom it is addressed.
  10. Interest on Late Payment
    1. If the Buyer is in default with the payment of the price or any part thereof, the Buyer shall pay to the Seller the interest on late payment in the amount of 0.05 % of the outstanding amount for each commenced day of delay*.*
    2. The interest on late payment is payable within 15 days from delivery of written request for payment thereof.
  11. Compensation for Damage
    1. The Seller is liable for damage incurred by the Buyer as a result of a breach of the Contract by the Seller.
    2. The Contracting parties limit the extent of compensation so the actual damage shall be compensated only up to the amount corresponding to the purchase price. No loss of profit or loss resulting from the payment of penalties to a third party shall be reimbursed.
  12. Protection of intellectual property rights
    1. The Buyer undertakes to refrain from any action that would or could violate the copyright and industrial rights of the Seller, or designers / authors working on the basis of the Seller's instructions.
    2. The Buyer undertakes to refrain from placing any products on the market and from trading in any products, which illegally imitate the Seller’s products and simultaneously are interchangeable with the Seller’s original products (the “counterfeits”). In connection with the previous sentence, the Buyer, as an expert in the field, is obliged to make all reasonable efforts to distinguish the Seller's originals from counterfeits. For this purpose, the Buyer is obliged, in particular, to be acquainted with the product collections of the Seller.
    3. If the Buyer places counterfeits on the market or the Buyer trades in counterfeits, he is obliged to pay in each individual case in favor of both the seller and the injured author a contractual fine of CZK 500,000 for each entitled person.
  13. Service of documents
    1. Delivery address, contact persons and other contact details of the Contracting Parties (e.g. e-mail, telephone number, access data to the “PRO Access” section at www.brokis.cz) are specified in the Contract.
    2. Unless the Contract or the Article 13.3 of the Business Terms and Conditions provide otherwise, any legal act under the Contract shall be made in writing.
    3. Unless otherwise provided in this article or in the Contract, all notices and documents shall be delivered to the other Contracting Party in person or through the postal service operator. Notification of the Buyer about the readiness of goods for dispatch, about dispatch of goods, about the means of transport, the place of loading, the delivery of invoices or facts of a similar nature could also be done by telephone (do not apply for delivery of the invoice), by e-mail or by providing such information at www.brokis.cz in the "PRO Access" section accessible after entering the buyer's login details.
    4. Any shipment sent through a postal service operator shall be deemed to have been delivered on the 3rd working day following the dispatch, or, if sent to another country, on the 15th working day after posting. If the other party wilfully obstruct the delivery, the delivery is effective in accordance with the first sentence.
  14. Salvatory clause
    1. If any provision of the Contract is or becomes invalid or ineffective, the validity and enforceability of other provisions shall not be affected thereby. The Contracting Parties undertake to adopt a provision that is in accordance with the law and which, by its content and purpose corresponds best to the content and purpose of the original provision. No Contracting Party shall make the acceptance of a new provision limited by a condition of granting any benefit or performance for benefit of itself.
  15. Other provisions
    1. The Contract and all rights and obligations arising therefrom, including rights and obligations arising from breach thereof, as well as matters not regulated by the Contract shall be governed by Czech law, in particular by the Civil Code.
    2. The Contract may be amended or cancelled only in writing by agreement of the Contracting Parties.
    3. All disputes arising from the Contract and/or in connection with it shall finally be decided by a court with its jurisdiction determined by the place of the Seller's registered office.
    4. The Contracting Parties hereby declare that there is no established practice between them.
    5. The Contracting Parties hereby declare that all of the information obtained during contractual negotiations as well as the Contract itself is confidential. **The Contracting Parties shall ensure that confidential information is not misused and shall prevent its disclosure without lawful reason. This obligation does not apply to cases where a Contracting Party discloses such information in order to perform under Contract.
    6. These Business Terms have been executed in the Czech and English language versions. In case of any inconsistency, the Czech version shall prevail.