General Terms and Conditions

General Terms and Conditions

of ALCHIMICA s.r.o.

Valid and effective as of 1^st January 2018

1. Introductory Provisions
2. The Parties
3. Subject Matter
4. Purchase Order and Contract Conclusion
5. Delivery Date and Conditions
6. Price, Payment and Transfer of Ownership
7. Liability for Defects
8. Term and Termination
9. Privacy and Data Protection
10. Closing Provisions
11. Introductory Provisions

1.1     According to Section 1751 of Act No. 89/2012, the Civil Code, as amended (hereinafter referred to as the "Civil Code"), these General Terms and Conditions (hereinafter also referred to as the "GTC") apply to contractual relations between Alchimica s.r.o, Company ID: 281 64 199, located at Roztoky, Žirovnického 694, district Praha – západ, post code: 252 63, incorporated in the Companies Register held by Prague City Court, Section C, File 129865, on one hand, and its customers (hereinafter individually referred to as the "Client" or the "Buyer"), on the other hand.

1.2     By placing a Purchase Order/accepting an offer, the Buyer represents and warrants having read and understood these GTC and accepting them.

2. The Parties

2.1   The Parties are the following: a) Alchimica s.r.o. Company ID: 281 64 199, located at Roztoky, Žirovnického 694, district Praha – západ, post code: 252 63, incorporated in the Companies Register held by Prague City Court, Section C, File 129865, Account No.:
107-1624450207/0100, with Komerční banka, a.s. (hereinafter also referred to as the "Supplier" or the "Seller"), on one hand; and b) the Client who can be an individual or a corporation, on the other hand (the Supplier and the Client are hereinafter collectively referred to as the "Parties" and individually as a "Party").

3. Subject Matter

3.1   Together with these GTC, any Purchase Order issued by the Client, submitted to the Supplier and confirmed by them represents the entire agreement between the Parties with respect to the terms of sale and delivery. Through the Supplier's acceptance of a Purchase Order, a Sales Agreement for the goods further specified in the Purchase Order is executed.  

3.2   Any matters stipulated neither in the Purchase Order nor in the GTC shall be governed by the Czech Civil Code, especially by its Section 2079 et seq. Any individual agreement executed between the Seller and the Buyer, if any, excluding the application hereof or providing exceptions hereto, shall take priority over these GTC.

4. Purchase Order and Contract Conclusion

4.1.    The Purchase Order issued by the Buyer must contain accurate identification details of the Buyer according to their incorporation, i.e., their company name (or full name in case of non-incorporated individuals), the Buyer's headquarters or home address, company ID, VAT ID; for companies, the Commercial Register where they are incorporated; bank details. Moreover, the Purchase Order shall specify the goods in detail: description of the goods ordered, their quantity, required delivery location and date, contact person including their phone number and e-mail address, as well as any other information and further details concerning the goods to be delivered. The Purchase Order may be sent by letter to the address of the Seller's headquarters, placed by phone, by fax, e-mail, through the e-shop www.laboratornichemikalie.cz, or thorough the Seller's website www.alchimica.cz.

4.2.    The Seller shall deliver the goods by the date specified in the confirmed Purchase Order. The Purchase Order may only be amended by means of a written agreement between the Parties. The Seller may confirm the Purchase Order by a letter sent to the address specified therein, by fax or by e-mail.

4.3.    The Seller shall deliver any goods strictly in compliance with all applicable laws pertaining to the handling of the type of goods concerned. When handling goods, the Buyer shall protect human health and the environment, and respect any hazard symbols, warnings, instructions for use, instructions pertaining to specific hazards associated with the goods, as well as any other instructions for safe handling of such goods as provided by applicable law. In many cases, sales of chemical substances and mixtures are subject to specific legal provisions. When handling hazardous (toxic) substances and/or mixtures, the Buyer's obligations include, without being limited to: always proceeding in accordance with all applicable law, holding any and all required permits and licenses for handling such chemicals, and having professional personnel duly trained to handle such goods.           

4.4.  When choosing goods, the Buyer must make sure the article selected by them exactly matches their needs. Before purchasing any goods, the Buyer shall consider the purpose for which such goods are needed, their form, composition, storage requirements, etc.

4.5.  Besides the above, the Seller advises the Buyer that, throughout the period over which the goods will be used, the Buyer is required to pay adequate and careful attention to any rules applicable to the usage of the goods concerned. Above all, all factors that may impact the goods functionality and lifespan must be taken into account.

4.6     The Seller declines any liability whatsoever for the Buyer's incorrect handling of any goods, their failure to obtain all necessary information concerning the goods, or their handling of the goods in a manner contrary to any applicable law, procedures, warnings, instructions for use, relevant permits, normal practices, etc.  

5. 5. Delivery Date and Conditions

5.1     As a rule, goods kept in stock will be delivered within 7 working days after Purchase Order acceptance by the Seller, and custom goods within 10 weeks at most. These deadlines do not apply if and when the Supplier is prevented from meeting his obligation by force majeure circumstances (i.e., unexpected events or circumstances outside the Parties' control, provided such events or circumstances and/or their consequences cannot be avoided and/or overcome, and provided the Supplier cannot be held responsible for them).

5.2     If delivery is impossible due to force-majeure circumstances, the Supplier shall inform the Buyer thereof without undue delay. Once such notice is given, the Supplier shall not be deemed late with performing their obligations under the Sales Agreement. Force majeure circumstances shall include, without being limited to, earthquakes, floods, wars, major fires, legislative changes, etc. Force majeure circumstances shall not include events such as late deliveries by sub-suppliers, unless caused by force majeure events, insolvency, workforce or merchandise shortage.   

5.3     If force majeure circumstances prevent proper performance of a substantial part of the Supplier's obligations under the Sales Agreement over a continuous period of 2 months, or over repeated periods of time, the Buyer shall have the right to terminate the Sales Agreement.

5.4.    If, according to the Sales Agreement, the goods should be dispatched using the services of a carrier, the Supplier's obligations under the Sales Agreement shall be deemed discharged and the Supplier shall be entitled to payment of the price of the goods (the "Selling Price") as of the date when the goods are received by the first carrier for shipment.

5.5     If, according to the Sales Agreement, the goods should be collected by the Buyer, the Seller shall inform the Buyer that the goods are ready for shipment; the goods must be collected within 5 calendar days after such notice. In that case, the Supplier's obligations under the Sales Agreement shall be deemed discharged and the Supplier shall be entitled to payment of the Selling Price as of the day when the goods are collected by the Buyer from the Seller's premises, or, if not collected, as of the day following the date when the above collection deadline expires.

5.6     Together with the goods, the Seller shall deliver to the Buyer any and all documents required for receiving such goods and using them according to their nature and purpose, including but not limited to, the delivery note, analysis certificates, etc.

5.7.    If the Buyer wishes to receive goods on wooden, plastic or metallic EURO palettes, such palettes will be sold by the Seller to the Buyer for the unit price of CZK 250.00. The Buyer shall explicitly specify such a request in their Purchase Order.

6. Price, Payment and Transfer of Ownership

6.1.    The Selling Price of the goods is agreed between the Parties in the Sales Agreement or in the Purchase Order, as applicable.

6.2.    Unless otherwise agreed in writing between the Parties, the Selling Price shall include transport to the point of delivery, as well as any customs duties, packing and dispatching fees.

6.3.    The Selling Price does not include VAT. VAT will be charged in accordance with applicable law.

6.4.    The right to obtain payment of the Selling Price is acquired by the Seller on the day when their obligations under Section 5.4 or 5.5 of these GTC are discharged.

6.5.    The Buyer shall make the payment in the manner and by the due date agreed between the Parties in the Sales Agreement.  

6.6.    Unless otherwise agreed in writing between the Parties, the Selling Price shall be paid by the Buyer by wire transfer to the Seller's account, within 14 calendar days from the date when the Seller became entitled to payment under Section 5.4 or 5.5 of these GTC. 

6.7.    If advance payment is agreed (and an advance payment invoice issued), the failure to pay the advance payment invoice by the 20^th day after its due date shall be construed as a substantial breach of contract; the Seller shall have the right to terminate the Sales Agreement with immediate effect, and to claim damages from the Buyer for any loss or expenses incurred by the Seller in connection with the goods thus ordered.  

6.8.    The invoice must contain any and all particulars according to VAT Act No. 235/2004, as amended, including but not limited to: identification of the entity supplying goods or providing services, and their VAT identification number; identification of the beneficiary of the goods or services, and their VAT identification number; invoice number; identification and quantity of the goods/services; invoicing date; operative event date or payment receipt date; unit price not including VAT, and discount, if not included in the unit price; VAT base; VAT rate; and VAT amount.

6.9     The Selling Price shall be deemed paid, depending on the method of payment, on the date when the Seller receives the full amount in cash, or when an amount equal to the full Selling Price is credited to the Seller's account. 

6.10   Should the Buyer be in arrears, they shall pay to the Seller a contractual penalty amounting to 0.05% per day of delay. The payment of the contractual penalty is without prejudice to the Seller's right to damages, even for amounts in excess of the contractual penalty. 

6.11   Should the Buyer be in arrears with the payment of any amounts due to the Supplier, the latter shall have the right to suspend any remaining deliveries without breaching the Sales Agreement and/or without giving the Buyer the right to terminate the Sales Agreement. In such a case, the Supplier shall not be deemed in arrears.

6.12   According to Section 2132 et seq. of the Civil Code, the Buyer shall acquire ownership of the goods by paying the the agreed Selling Price in full. However, the risk of loss and damage to the goods passes to the Buyer when the goods become under their control; this includes hand-over to the first carrier, when applicable. The Buyer hereby accepts to bear the risk of change of circumstances as per Section 1765(2) of the Civil Code.

7. Liability for Defects

7.1     The Seller guarantees their goods quality and lifespan according to specifications or product data sheets, or certificates of individual products marketed by them, if applicable. The above Seller's warranty is subject to Buyer's correct and proper handling of such goods, according to any applicable law, standards, etc. 

7.2     On delivery, the Buyer shall inspect the goods against the documents provided by the Seller. Any apparent defect thus discovered shall be reported by the Buyer on the delivery note or other carrier's document, as applicable, and the Seller informed thereof within three (3) working days after delivery. Any missing quantities must be claimed on the first working day after delivery at the latest.

7.3     Any goods for which issues are raised must be separated from the other delivered goods. Any handling of these goods that would make verification of the alleged defects difficult or impossible is forbidden except with the Seller's written consent, and would cause any Buyer's rights arising from such defects to lapse.

7.4     If any complaints are raised, the Seller reserves the right to inspect the goods concerned directly in the location where the alleged defect was found.

7.5     If the Buyer's complaint is found to be valid, the Seller shall deliver new goods to replace the defective ones, or alternatively will grant a discount.

7.6     If the complaint about defective goods is not accepted as valid by the Seller, the Seller shall have the goods analysed by an accredited independent laboratory, to be agreed to in writing between the Parties; this is at the Buyer's cost and expense. The results from such a laboratory as to the goods condition shall be binding on both Parties. If the above-mentioned laboratory finds the goods defective, and the Buyer's complaint is thus valid, the Seller shall reimburse the Buyer by wire transfer for the cost of analysis previously paid by the Buyer, this within 3 working days.  

8. 8. Term and Termination

8.1     The Agreement may be terminated by agreement between the Parties, or by a written notice given by either Party.

8.2     Either Party may terminate the Agreement with immediate effect in the event of a serious breach by the other Party. Shall be deemed a serious breach by the Buyer, without limitation: failure to pay the Selling Price even by a new due date set out by the Seller, or failure to take delivery on or by the date as defined by the Seller. Shall be deemed a serious breach by the Seller, without limitation: delivering goods different from these ordered by the Buyer.   

8.3     Any termination shall be effective upon delivery of the notice. In the event of termination, the other Party shall be entitled to reimbursement of any expenses reasonably incurred in connection with its performance under the Sales Agreement (including the Sales Agreement execution and the carriage of the goods delivered by the Seller) prior to the effective date of the termination. Termination is without prejudice to the Parties' right to any contractual penalties and/or damages due under the Sales Agreement.

9. Privacy and Data Protection

9.1     By submitting a Purchase Order (draft contract), the Buyer accepts the Seller's processing of their personal data (including, but not limited to their name and surname for individuals, e-mail, etc.), in accordance with Privacy Act No. 101/2000, as amended. 

9.2     The Seller shall store any personal data thus disclosed in accordance with any applicable laws, and this only over the strictly necessary period of time, i.e., as long as the Buyer is ordering goods from the Seller. 

9.3     When performing the Sales Agreement, the Parties shall abide by any and all rules applicable to the processing of personal data, according to 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 (the "GDPR"), as well as any applicable law of the Czech Republic derived from the Regulation.

10. Closing Provisions

10.1   These GTC become valid and effective on 1^st January 2018.

10.2   The Seller, its employees or any third parties empowered by the Seller shall not be liable to the Buyer for any claims, liabilities, losses, damage, cost or expense incurred by them in connection with the Sales Agreement, in excess of the Selling Price (not including VAT) that the Supplier will have received from the Buyer under the Sales Agreement (i.e., the sum of deliveries timely and fully paid for by the Client upon the Supplier's invoices). 

10.3   Any notices served between the Seller and the Buyer shall be deemed received when sent to the relevant Party's address as reported in the Commercial Register, in their trade license, or on the Purchase Order, this even if the addressee refuses delivery; in that case, the notice shall be deemed received on the date when delivery was refused. If a notice is sent back as impossible to deliver, it shall be deemed received on the day when it was submitted to the Post Office.

10.4   The latest version of these GTC is accessible to all customers on the Supplier’s website. 

10.5   By placing a Purchase Order, the Client agrees that the Client's and Supplier's respective rights be governed by these GTC as applicable on the Purchase Order date.

10.6   The Client agrees, for themselves as well as for their successors and assigns, if applicable, to inform the Seller in writing of any organisational changes that would cause their rights and obligations under the Sales Agreement to be transferred to another legal entity, and to inform the Seller of that entity's identity.

10.7  No Party may make any confidential information disclosed by the other Party in the course of the contract performance accessible to any third parties. The previous sentence shall not apply whenever required information is to be disclosed to employees, directors, or sub-suppliers for the purposes of contract performance.

10.8   For any disputes that may arise from or in connection with the Sales Agreement, courts of the Czech Republic are solely competent; any litigation shall be settled according to the laws of the Czech Republic.