These General Terms and Conditions of Business (hereinafter referred to as "General Terms and Conditions") regulate all relations in the supply of goods and services between BDL Czech Republic s r.o. (hereinafter referred to as "Supplier") and the Customer (hereinafter referred to as "Customer").
Orders
The subject of sale is any goods offered by the Supplier - Laboratory Equipment, chemicals or other goods specified in a written agreement between the Customer and the Supplier.
Goods listed in the Supplier's paper catalogue, as well as goods offered via the e-shop on the website www.bdl.cz, represent an indicative offer only. The conclusion and confirmation of an order requires written confirmation of the order by the Supplier by e-mail or post.
Unless otherwise stipulated in an existing purchase contract or other written agreement between the Supplier and the Customer, by submitting an Order the Customer agrees to these General Terms and Conditions.
By sending the Order, a purchase contract between the Customer and the Supplier (hereinafter referred to as the "Contract") is concluded. This is without prejudice to provisions 2.7 to 2.9 of these General Terms and Conditions.
The goods order must contain the following data: - proper identification of the Customer (i.e. company name or name, registered office, registration number, VAT number) - exact address for delivery of the goods, if different from the Customer's registered office (if no delivery address is explicitly specified, it is assumed that this address is always the Customer's registered office) - contact person who handles the Order and the contact details (telephone, e-mail) - the most accurate specification of the goods ordered, preferably including the catalogue number.
Communication that does not meet the requirements set out in paragraph 2.6 of these General Terms and Conditions shall not be deemed to be an Order and acceptance of the Supplier's offer. A request to communicate information about goods or price, a request to submit a quotation or any other communication from the Customer which makes it clear that it is not an acceptance of the Supplier's offer shall also not be considered an Order. If the Supplier is in doubt as to the nature of the communication, the Supplier shall inform the Customer of this fact, provided that the receipt of such communication shall not result in the conclusion of the Contract.
An Order containing any deviations and additions from the offer within the meaning of paragraph 2.2 of these General Terms and Conditions (in particular, references to other terms and conditions), including such deviations and additions that do not materially change the terms and conditions of the offer, as well as an Order not made in connection with business (i.e. for natural persons without an identification number and VAT number) shall not be taken into account. For the avoidance of doubt, it is stated that the mere delivery of such Order to the Supplier does not constitute the conclusion of the Contract. In this case, the Order Confirmation constitutes, contrary to paragraph 3.2 of these General Terms and Conditions, the Supplier's counterproposal to the Customer's proposal. This counter-proposal of the Supplier shall be deemed to be accepted by the acceptance of the Goods themselves. Acceptance of the offer shall also be deemed to be an act which without more fulfils the features set out in the first sentence of paragraph 7.2 of these General Terms and Conditions.
The Supplier reserves the right to deliver the ordered goods on the basis of a written purchase contract signed by the Supplier and the Customer. The Supplier is obliged to inform the Customer of the exercise of this right without undue delay after receipt of the Order. In such case, the dispatch of the Order by the Customer shall not give rise to the conclusion of the Contract.
The Customer hereby expressly acknowledges that in the case of international trade, all goods offered and supplied by the Supplier are subject to the relevant export laws of the European Union, including (without limitation) laws against foreign corrupt practices or anti-money laundering laws. In this case, if the Customer resells or exports the purchased goods to other countries (including countries of the European Union), the Customer shall always notify this in writing no later than as part of the Order dispatch. In such case, the mere sending of the Order does not cause the conclusion of the Contract, provided that the goods can only be delivered on the basis of a written purchase contract signed by the Supplier and the Customer. In the event that the Purchaser fails to notify the Supplier in writing no later than in the Order, the Purchaser undertakes to indemnify the Supplier against all damages, fines, payments and other expenses (including reasonable costs incurred by the Supplier in its legal defence) incurred by the Supplier, as well as by persons forming a concern with the Supplier, in connection with the Purchaser's breach of this information obligation and/or in connection with the breach of applicable law. At the same time, the Supplier shall have the right to withdraw from the concluded Agreement at any time.
Confirmation of Order
Acceptance of each Order shall be confirmed by the Supplier in the manner in which the Order was delivered to the Supplier or by sending it to the contact email indicated on the Order ("Order Confirmation").
The Order Confirmation is a confirmation of the contents of the Contract between the Customer and the Supplier, including the exact specification of the goods ordered, the price of the goods and the expected delivery date. These General Terms and Conditions are always part of the concluded Contract. This is without prejudice to the provisions of paragraph 2.8 of these General Terms and Conditions.
In the event that the Customer does not express its disagreement with the Order Confirmation within two (2) days of the Supplier sending the Order Confirmation, the Contract shall be deemed to be concluded with the contents set out in the Order Confirmation. In the event that the Customer expresses its disagreement with the Order Confirmation pursuant to the preceding sentence, the Supplier shall have the right to withdraw from the Contract.
The Supplier shall be entitled to withdraw from the concluded Contract if: a) it is unable to fulfil the Order properly, in particular if the manufacturer ceases to produce the goods or if the goods are unavailable for other reasons; b) the fulfilment of the Order is prevented by other circumstances between the Customer and the Supplier, in particular unpaid liabilities of the Customer towards the Supplier; c) the Supplier requires the conclusion of a written purchase contract signed by the Supplier and the Customer in accordance with paragraph 2.9 of these General Terms and Conditions. d) as provided for in these General Terms and Conditions. The Customer acknowledges that in the event of the Supplier's withdrawal from the Contract, the Customer shall not be entitled to compensation for any loss.
Price of goods
The price of the goods is determined by the price list of BDL Czech Republic s r.o. or the price offer. Prices listed in the price list or catalogue may be subject to change without prior notice. The Supplier reserves the right to change prices in connection with changes in producer prices or due to changes in the CZK/EUR exchange rate. The valid price of the goods is always stated in the Order Confirmation.
All prices in the catalogue and other materials are in Czech crowns, excluding VAT. For imported goods, any customs duty is included in the price.
The Supplier does not charge shipping within the Czech Republic except in the following cases. The amount of the handling fee is specified in the Order Confirmation. For chemicals, the transport fee is usually not charged, and if it is, it is always based on the ordered quantity and type of goods (e.g. if they are dangerous goods, requiring special transport such as ADR, etc.). In the case of delivery by instalments, this fee is charged only once, on the first delivery. (b) For delivery of goods that are particularly heavy or bulky (e.g. larger laboratory oven or drying room, laboratory furniture), the transport fee will be charged at an amount agreed in advance by both parties. For the avoidance of doubt, it is stated that this agreement is not part of the Contract. In the event that the Supplier and the Purchaser are unable to reach agreement on the amount of the freight charge, the Supplier shall have the right to withdraw from the Contract.
Some goods may be subject to a separate Historic Electrical Equipment (PHE) charge, depending on the terms and conditions of each manufacturer.
Payment terms and transfer of ownership
Payment of the price is made according to a preliminary agreement either by transfer on the basis of a tax document with a pre-agreed due date or, in exceptional cases, in cash upon receipt of the goods. The goods cannot be collected in person from the Supplier. For the avoidance of doubt, it is stated that this agreement is not part of the concluded Contract. A bill of exchange cannot be used to pay the price.
The Supplier reserves the right, in justified cases, to require payment of all or part of the agreed price in advance (for example, if the order is for special goods or if it has doubts about the smooth execution of payments). In the event of non-payment of all or part of the agreed price in advance, the Supplier shall be entitled to withdraw from the Contract.
The Purchaser shall not be entitled to withhold payment of any amount against the Supplier on account of any alleged claim for damages against the Supplier or any alleged breach of the Contract by the Supplier, nor shall the Purchaser be entitled to unilaterally set off any claim against the Supplier's claim for payment of the price.
Delivery terms
The Supplier will always inform the Customer of the delivery period before the conclusion of the contract. The Customer acknowledges that the delivery date stated in the Order Confirmation is indicative only and may not correspond to the actual delivery date of the goods, which in many cases depends on the manufacturer However, the Supplier undertakes to deliver the goods as soon as possible without undue delay.
The Supplier is entitled to deliver the goods in partial deliveries. The Supplier shall inform the Customer of this fact. The lack or defect of goods in any partial delivery shall not entitle the Purchaser to unilaterally terminate the Contract as a whole or to withdraw from the partial deliveries of goods not yet delivered.
Delivery of the Goods to the place specified in the Order Confirmation shall be by the Supplier's own delivery, parcel service or by post unless otherwise agreed in advance.
The Customer shall be obliged to ensure that the goods are collected at the designated place. If the Customer refuses to take delivery of the Goods without giving good reason, the Supplier shall be entitled to (i) charge the Customer a fee for any damages or (ii) withdraw from the Contract.
The Supplier shall supply an instruction manual for each Goods in English or German. An instruction manual in the Czech language is not included in the delivery unless otherwise agreed in advance.
By agreement between the Supplier and the Customer, the Supplier shall provide commissioning and training of the operator of the goods supplied. For the avoidance of doubt, it is stated that this agreement is not part of the Contract. The commissioning and training of the operator shall be borne by the Purchaser, unless otherwise specified in the Contract.
Liability for defects and liability for damages
Upon acceptance, the Customer is obliged to physically inspect the delivered goods and compare them with the data on the delivery note. If, upon inspection, the Customer discovers obvious defects or missing or broken goods, the Customer shall immediately notify the Supplier by (i) for goods delivered by the Supplier directly on the spot upon delivery and (ii) for postal parcels and goods delivered by mail order, no later than three (3) working days after receipt. Later claims of this nature shall be disregarded.
Shipments whose packaging is obviously damaged or other signs of damage to the shipment are evident shall not be accepted by the Customer and shall be claimed directly from the delivery service or the Post Office. Subsequent claims of this nature will be disregarded. For the avoidance of doubt, it is stated that the Customer shall not be entitled to refuse to accept delivery or any part thereof on the grounds of missing goods.
The Supplier shall not be liable for any defects arising from conduct of the Purchaser which is contrary to the instructions for use supplied or to generally accepted principles of laboratory practice.
The Supplier's liability for damages, including lost profits, shall be limited to the amount paid by the Customer for such goods which have been proven to be directly related to the damage. The Supplier shall not be liable for damages resulting from the unavailability of the product. The Supplier shall not be liable for damage caused by a claim by a third party. The Purchaser expressly agrees to this limitation of damages and considers it reasonable in view of the availability of insurance coverage on the part of the Supplier.
Warranty
For deliveries of instruments by the Supplier, a confirmed delivery note is generally used as a warranty certificate with a statutory warranty period, unless otherwise stated.
The warranty covers exclusively the free rectification of defects arising during the warranty period: - manufacturing defect - material defect - assembly or installation by the Supplier
The length of the warranty is specified in the warranty certificate, which is usually included in the instruction manual.
The warranty period starts from the date of receipt of the goods by the Customer. The warranty period does not include the period from the time of a legitimate claim until the time of rectification of the claimed defect.
The warranty does not cover defects caused by: - mechanical, thermal or electrical damage - use of the product contrary to the instructions for use - improper transport or storage - intervention of unauthorized persons - unavoidable events (natural disasters, etc.)
The guarantee also does not cover wear and tear of the goods or their components caused by normal use and defects for which a lower price was agreed.
The supplier will usually send the claimed goods to the manufacturer, who will evaluate the claim. The duration of the claim depends on the type of goods and the complexity of the defect.
The warranty is terminated by failure to comply with the operating conditions or to carry out regular user maintenance in accordance with the instructions for use. The warranty is also void if the product is tampered with in any way by an unauthorised person. The warranty under this paragraph shall lapse retroactively on the date of receipt of the goods.
In order to carry out a free warranty repair, the Customer must deliver the product to the Supplier in a manner ensuring safe transport of the product (preferably in its original packaging) and including the following documentation: - written order for warranty service intervention with a description of the defect and the Customer's details (name, address, registration number, contact person and contact details) - copy of the delivery note - decontamination report (for more information see clause 9. 4 of these General Terms and Conditions) The Customer hereby expressly acknowledges that in the event of non-compliance with these conditions, the warranty repair cannot be carried out free of charge and the Supplier shall not be liable for any damages incurred by the Customer in this connection.
In the event of an unjustified application of the warranty, in particular in the event that the malfunction of the equipment is wrongly claimed and independent measurement proves that the equipment meets the declared technical data, the Supplier reserves the right to claim compensation from the Customer for the damage incurred. For this purpose, the Supplier shall be entitled to retain the goods or to set off their value unilaterally against the claim for damages.
If the delivered goods are defective and the defect is remediable, the Customer shall be entitled to (i) the remedy of the defect and/or (ii) a reasonable price reduction. Section 2107 (1) of the Civil Code shall not apply. The Purchaser may not claim a price reduction if the Supplier (i) is prepared to remedy such defect, (ii) after the Purchaser has duly and timely invoked the warranty, begins to take action to remedy the defect, (iii) duly continues such action, and (iv) remedies the defect within a reasonable time and in a proper manner.
If the Goods delivered are defective and the defect is irremediable, the Purchaser shall have the right (i) to have the defects remedied by delivery of new Goods without defect or by delivery of the missing Goods, (ii) to receive a reasonable discount on the Purchase Price, or (iii) to withdraw from the Contract. Section 2106(1) of the Civil Code shall not apply.
Service
The Supplier provides warranty and post-warranty service for the delivered devices. The place of warranty service intervention is the headquarters of the service department of the manufacturer of the goods. If a service intervention is requested at the Customer's premises, the service technician's travel and related costs are always charged. In the case of out-of-warranty service, in addition to the travel costs, the consumed materials, spare parts and work of the service technician are also charged.
In the case of out-of-warranty service, the fault is first diagnosed and the Customer is informed of the estimated scope and cost of the repair. If the repair is not subsequently confirmed by the Customer, a corresponding fee is charged for the diagnosis
Final provisions
The rights and obligations arising from the relationship between the Supplier and the Customer shall be governed by Czech law. All disputes arising under or in connection with the Contract or these General Terms and Conditions shall be decided by the courts of the Czech Republic, provided that the court of first instance shall be the court of the district in which the Supplier has its registered office at the time of the commencement of the relevant legal proceedings.
If any provision of these General Terms and Conditions is found to be invalid, ineffective, void (voidable) or unenforceable, such invalidity, ineffectiveness, voidability (void) or unenforceability shall not render the entire Agreement or these General Terms and Conditions invalid, ineffective, voidable (voidable) or unenforceable, in which case the entire Contract and these General Terms and Conditions shall be construed as not containing individually invalid, ineffective, void (voidable) or unenforceable provisions and the rights of the parties under the Contract and these General Terms and Conditions shall be construed and enforced accordingly.
Any inaction on the part of the Supplier, refusal to exercise a right, or delay in exercising a right or exercising a right or claim under the Contract and these General Terms and Conditions shall not be deemed a waiver of such right by the Supplier.
The rights of the Customer arising under the Contract and/or these General Terms and Conditions shall not be assigned without the prior written consent of the Supplier.
Except as otherwise provided in these General Terms and Conditions, the Contract concluded pursuant to these General Terms and Conditions as well as these General Terms and Conditions may only be amended in writing and with the consent of both parties. The exchange of e-mail messages shall also be deemed to be in writing. The Supplier may object to the invalidity of the concluded Purchase Contract and/or its amendment on the grounds of non-compliance with the form at any time, even if performance has already begun.
For the avoidance of doubt, the parties to the Contract expressly acknowledge that they are entrepreneurs and that they conclude the Contract in the course of their business, and therefore the provisions of Section 557 of the Civil Code (rule of interpretation against the party who first used a term allowing a different interpretation) and Sections 1799 and 1800 of the Civil Code (clauses in contracts of adhesion) shall not apply to this Contract (including these General Terms and Conditions).
