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B2B TERMS & CONDITIONS
TERMS AND CONDITIONS FOR BUSINESS CUSTOMERS
COMPANIES ACT INFORMATION
Registered Office Address:
Monobrand s.r.o. (“MONOBRAND”, “Us” or “We”)
V Pátem 271
190 14
Company Number: 04627962
registered in the Commercial Register by the Municipal Court in Prague, Section C, 251042
1 – BUSINESS CUSTOMERS
1.1. These terms and conditions apply to sales of our goods to business customers (Customer(s) or you) and shall govern the contract to the exclusion of any terms and conditions subject to which any such quotation is accepted or purported to be accepted by us, or any such order is made or purported to be made, by you.
1.2. If you wish to buy our goods for domestic use or for purposes not connected with a business, you are a consumer, in which case these terms and conditions do not apply to you and our terms and conditions for consumers should be applicable.
2 – THE CONTRACT BETWEEN US.
2.1 A contract between us on the terms set out in these terms and conditions will come into force only once we confirm our acceptance of your order with our Order Confirmation.
2.1.1 No contract for the sale of goods to the Customer shall arise unless and until:
2.1.1.1 We have issued a written quotation to the Customer which is expressed to be an offer to sell the Goods to the Customer on the terms of these conditions and the Customer unconditionally accepts that offer on those terms; or
2.1.1.2 We have at our discretion unconditionally accepted an order received by Us from the Customer, and, for this purpose, acceptance by Us shall be whichever is the earliest, either:
2.1.1.2.1 MONOBRAND’s written acceptance of the order with our Order Confirmation; or
2.1.1.2.2 MONOBRAND’s delivery of the Goods; or
2.1.1.2.3 the issue of MONOBRAND’s invoice.
2.2 These terms and conditions then constitute the full and final agreement between MONOBRAND and the Customer and supersede all prior negotiations, discussions and agreements between MONOBRAND and the Customer with respect to the order. No terms and conditions of the customer that are inconsistent with, or additional to, the terms and conditions contained herein, whether an estimate, quotation, invoice or otherwise, shall be binding on MONOBRAND unless such terms and conditions are expressly accepted in writing by MONOBRAND.
2.3 All goods are subject to availability. If, following acceptance of your order, we are not able to supply the goods in question, we will inform you of this and will not process your order. If you have already paid for the goods, we will refund you the full amount as soon as reasonably possible.
2.4 We may vary these terms and conditions from time to time. Every time you order goods from us, the terms and conditions in force at that time will apply to the contract between us.
2.6 In these terms and conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Customised line products” means Goods which have been customised on the basis of the Customer’s instructions.
“Delivery Date” means the date when We notify you in writing that the Goods are ready for collection by the Customer.
“Goods” means the goods including but not limited to Special Types and Pre-Loved Goods sold by Us
“Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce 2020 or any subsequently published set of those rules as in force at the date when this contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these terms and conditions, but if there is any conflict between the provisions of Incoterms and these terms and conditions, the latter shall prevail.
“Order” means your order for purchase of Goods.
“Order Confirmation” means Our acceptance and confirmation of your Order.
“Pre-Loved Goods” means ex-display items which may have marks or cosmetic damages which will as far as possible be detailed in both the product description and in images of the product. All images used to show marks or cosmetic damage have been taken by Us and, to the best of our ability, aim to accurately reflect a true indication of any marks and damage.
“Special Types” means special orders as set out in clause 3.8.
3 – PRICE
3.1 The price quoted is exclusive of:
3.1.1 the cost of obtaining or preparing any necessary export documents (including any necessary import, export or customs clearances, declarations or licences); and
3.1.2 any applicable value added tax, customs, excise, sales taxes, export, import duties or other official taxes, charges, duties or levies of similar nature which are imposed or charged by any competent fiscal authority in respect of the sale, exportation or importation of the goods into which jurisdiction you are resident or delivery is to be effective or necessary to enable delivery of the Goods; and
3.3 The price quoted excludes delivery and charges for postage, packing, carriage, freight, handling, insurance and transport (unless otherwise stated), costs of obtaining or preparing any necessary export documents (including necessary import, export or customs clearances, declarations, licences or custom/duty handling fee. Delivery charges are estimates only and might need adjustment after the delivery of the goods.
3.4 Any banking, wire transfer fees, banking charges etc. have to be paid by the buyer of the Goods.
3.5 Unless otherwise stated, the price quoted to business customers is an illustrative estimate only and the price charged will be our price current at the time of delivery.
3.6 Rates of tax and duties on the goods will be those applying at the time of delivery.
3.7 At any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods.
3.8 For special/customized orders: All orders of non-standard types not included in catalogues are considered to be “Special Types” the production of which is undertaken on the understanding that you have accepted the quoted price.
3.9 Where you require the delivery of Goods to be on pallets, a charge of 0.5% of the total price payable for the Goods shall be added to the price.
3.10 Where it is necessary to dispatch Goods in crates, cases, pallets or other such packing, a charge will be made for this. Unless otherwise specified this amount will be credited in full on the return, within one month, of such crates and pallets etc. in good condition carriage paid. No charge is made for any other form of packaging and no credit will be granted for its return.
4 – DELIVERY
4.1 Delivery times quoted are estimates only. Unless otherwise stated, the estimated delivery time for our standard products is usually between 1 – 3 weeks; for customised line products the estimated delivery time is between 8 -14 weeks.
4.2 If we fail to deliver within 10 weeks for collection line products, you may (by informing us by notice in writing) cancel the contract, however:
4.2.1 You may not cancel if we receive your notice after the Goods have been dispatched; and
4.2.2 If you cancel the contract, you can have no further claim against us under that contract.
4.2.3 If you accept delivery of the Goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the Goods).
4.3 We may deliver the Goods in stages. Each stage is treated as a separate contract.
4.4 Each dispatch of the Goods is accompanied by a delivery note which shows the date of the order, the order number (if any), the type and quantity of the Goods (including the code number of the goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered in stages and any outstanding balance of Goods remaining to be delivered.
4.5 We may decline to deliver (other than at our premises) if:
4.5.1 We believe that it would be unsafe, unlawful or unreasonably difficult to do so; or
4.5.2 The premises (or the access to them) are unsuitable for our vehicle.
4.6 Goods will not be delivered on pallets unless requested (see clause 3.9).
5 – RISK & TITLE
5.1 The Goods are at your risk from the time of delivery;
5.2 Delivery takes place at our premises. Incoterms are applicable. As a standard the delivery is “ex works”.
5.1.1 Risk of damage to or loss of the Goods shall pass to you in accordance with the relevant provision of Incoterms or where Incoterms for any reason do not apply:
5.1.1.1 In the case of Goods to be delivered at our premises, the time when we notify you that the Goods are available for collection; or
5.1.1.2 In the case of Goods to be delivered otherwise than at our premises; the time of delivery at such agreed place or, if you fail to take delivery of the Goods, the time when we have tendered delivery of the Goods.
5.1.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these terms and conditions, title in the Goods shall not pass to you until the we have received in cash or cleared funds payment in full of the Goods and all other Goods agreed to be sold by us to you for which payment is then due.
5.1.3 Until such time as the title in the Goods passes to you:
5.1.3.1 you shall hold the Goods as our fiduciary agent and bailee, and shall store the Goods separately from other goods held by you, clearly identifiable as our property, and properly stored, protected and insured against all reasonable risks for an amount at least equal to their price;
5.1.3.2 you shall be entitled to use or resell to a third party the Goods and pass good title to that third party in the ordinary course of your business, but shall hold the proceeds of any resale on trust for us in a separate account in the joint names of us and you and account to us for the proceeds of the Goods and shall keep all such proceeds separate from any moneys or property of you and third parties;
5.1.3.3 you shall hold any insurance proceeds on trust for us in a separate account in the joint names of us and you and account to us for the insurance proceeds and shall keep all such proceeds separate from any moneys of you and third parties; and
5.1.3.4 provided the Goods are still in existence and have not been resold, we shall be entitled at any time to require you to deliver up the Goods to us and, if you fail to do so forthwith, to enter upon any premises of you or any third party where the Goods are stored and repossess the Goods.
5.1.4 You shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain our property, but if you do so all money owing by you to us shall (without prejudice to any other right or remedy we have) forthwith become due and payable.
5.4 We shall be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the terms of this clause are not complied with and, in any event will be under no liability if a written claim is not delivered to us within three days of delivery detailing the alleged damage or shortage.
5.5 In all cases where defects or shortages are complained of, We shall be under no liability in respect thereof unless an opportunity to inspect the goods is given to Us before any use is made thereof or any alteration or modification is made thereto by you.
6 – PAYMENT TERMS
6.1 You are to pay us in cleared funds on or prior to delivery.
6.2 Payment is due no later than stated on the invoice unless otherwise agreed in writing.
6.3 If you fail to pay us in full on the due date we may:
6.3.1. suspend or cancel deliveries;
6.3.2 cancel any discount offered to you;
6.3.3 charge you interest at the rate set under Late Payment of Commercial Debts (Interest) Act
(a) calculated (on a daily basis) from the date of our invoice until payment;
(b) compounded on the first day of each month; and
(c) before and after any judgment (unless a court orders otherwise);
6.3.4 claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead costs; and
6.3.5 recover (under clause 6.7) the cost of taking legal action to make you pay.
6.4 We may take any of these actions at any time and without notice.
6.5 You do not have the right to set off any money you may claim
from us against anything you may owe us.
6.6 While you owe money to us, we have a right to keep any property we may hold of yours until you have paid us in full (a
lien).
6.7 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including finance costs and legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.
7 – SAMPLES
7.1 Unless otherwise expressly agreed between us samples supplied with our quotation are subject to a charge plus shipping costs. Where samples are returned to Us within a reasonable time and We (acting reasonably) consider the sample to be in a re-sellable condition We will refund the charge but not the shipping costs.
8 – STORAGE
8.1 Unless We agree to arrange forwarding of the Goods and receive forwarding instructions sufficient to enable Us to dispatch the Goods within five days after notification that the Goods are ready for delivery, you will take delivery or arrange for storage on the Delivery Date. If you do not take delivery or arrange for storage, We may arrange storage either at Our own premises or elsewhere on your behalf and all charges incurred by Us as a result of such delay including storage and insurance shall be payable by you.
9 – PERFORMANCE
9.1 Any data, technical information (to include Product Technical Specifications and Mounting Instructions) or performance figures provided by Us are based on tests performed under standard conditions at our manufacturers premises. They are believed to be accurate but cannot be guaranteed under different conditions.
9.2 Our Goods are carefully inspected before dispatch. If tests other than those specified or tests in the presence of you or your representatives are required, these will be charged for. In the event of any delay on your part in attending tests after you have received 7 days’ notice that we are ready to perform the tests, the tests will proceed in your absence. You agree to accept and pay for such tests as if they had been performed in your presence.
10 – WARRANTIES
10.1 We warrant that:
10.1.1 the Goods comply with their description on our order confirmation and the current technical specifications. We warrant that Our Goods shall represent the state of the art and shall be free of manufacturing and material defects. Any failure to comply with this warranty is referred to in these terms and conditions as a ‘defect’.
We will endeavour to match the colour of the finish to the sample chosen as accurately as possible, but variations in both colour and texture may occur and will not constitute a defect.
For items which have been worked on and/or modified without our express consent or exposed to improper conditions of use, We shall not be obliged to pay any compensation, insofar as a query concerning the item can be attributed to this.
10.2 If you believe that we have delivered goods which are defective in material
or workmanship, you must:
10.2.1 inform us (in writing), with full details, as soon as possible, latest within three business days of delivery; and
10.2.2 allow us to investigate. Queried items must be sent back for inspection at the customers’ cost.
10.3 If the inspection reveals that the Goods are found to be defective in material or workmanship (following our investigations), and you have complied with those conditions in full, we will (at our option/discretion) repair the Goods, replace the Goods or refund the price paid. It is your responsibility to return the Goods at your cost. If we choose to discharge our obligations in this clause without the return of Goods, for example any repair or remedial work on our behalf by you, the cost of such work must be agreed in writing by Us before the commencement of any such repair or remedial work.
10.4 The warranty given by law does not apply to any defect in the Goods arising from:
10.4.1 fair wear and tear;
10.4.2 willful damage, abnormal storage or working conditions;
10.4.3 accident or negligence by you or a third party;
10.4.4 your failure to operate the Goods in accordance with user instructions;
10.4.5 any alterration or attempt to repair by you or a third party;
10.4.6 any specification provided by you.
11 – OUR LIABILITY
11.1 We do not in any way exclude or limit our liability for:
11.1.1 death or personal injury caused by our negligence;
11.1.2 fraud or fraudulent misrepresentation;
11.1.3 any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); and
11.1. defective products under the Consumer Protection Act 1987.
11.2 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded;
11.3 Subject to clause 12.1, we will under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the goods for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
11.4 Subject to clause 12.1 , Our total liability to you in respect of all other losses arising under or in connection with the goods, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of the price you have paid for the Goods.
11.5 Except as expressly stated in these terms, We do not give any representation, warranties or undertakings in relation to the Goods in particular to the lamps. Any representation, condition or warranty which might be implied or incorporated into these terms by statute, common law or otherwise is excluded to the fullest extent permitted by law.
In particular, We will not be responsible for ensuring that the Goods are suitable for your purposes.
12 – SPECIFICATION
12.1 If We prepare the Goods in accordance with your specifications or instructions you must ensure that:
12.1.1 the specifications or instructions are accurate;
12.1.2 Goods prepared in accordance with those specifications or
instructions will be fit for the purpose for which you intend to use them; and
12.1.3 your specifications or instructions will not result in the infringement of any intellectual property rights of a third party, or in the breach of any applicable law or regulation.
12.2 We reserve the right:
12.2.1 to make any changes in the specifications of our Goods that are necessary to ensure they conform to any applicable safety or statutory requirements; and
12.2.2 to make without notice any minor modifications in the specifications We think necessary or desirable.
13 – RETURN OF GOODS AND REFUND
13.1 Save as otherwise provided for in these terms and conditions, We will not accept the return of Goods from you. If we accept, it is entirely in Our discretion or under any applicable distance selling regulations and will be subject to you returning the item to us within 14 days of:
13.1.1 prior arrangement with Us and confirmed in writing; and/or
13.1.2 payment of an agreed handling charge (unless the Goods were defective when delivered) and at least a 40% restocking fee; and
13.1.3 the Goods being as fit for sale on their return as they were on delivery.
13.2 We do not accept the return of any customised products
13.3 Any Goods returned in respect of which the Customer has provided written notice of any defect within 3 days of delivery and which We are satisfied were supplied with a defect where such defect would not be apparent on inspection shall either be replaced free of charge or, at Our sole discretion, We shall instead refund or credit you the price of the defective Goods but We shall have no further liability to you.
14 – EXPORT TERMS
14.1 Clause 15 of these terms applies (except to the extent that it is inconsistent with any written agreement between us) where we supply the Goods across an international border or overseas.
14.2 The ‘Incoterms’ of the International Chamber of Commerce which are in force at the time when the contract is made apply to exports, but these terms prevail to the extent that there is any inconsistency.
14.3 Unless otherwise agreed, the Goods are supplied ex works our place.
14.4 Where the Goods are to be dispatched by Us to you by a route including sea transport We are under no obligation to give a notice under section 32(3) of the Sale of goods Act 1979.
14.5 You are responsible for arranging testing and inspection of the Goods at Our premises before shipment (unless otherwise agreed). We are not liable for any defect in the Goods which would be apparent on inspection unless a claim is made before shipment. We are not liable for any damage during transit.
14.6 When placing the order you must advise Us in writing of any special, legal, administrative or regulatory requirements applying in the territory in which you are to import, use or sell the Goods as to composition, labelling, distribution or sale of the Goods and you must advise us immediately of any change made in such requirements.
14.7 You shall be responsible at your own cost for complying with any legislation or
regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
14.8 You are responsible for obtaining, at your own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required by us, you shall make those licences and consents available to us prior to the relevant shipment.
15 – REJECTION
15.1 Unless otherwise agreed in writing goods rejected as not complying with the contract must be rejected within 3 business days of delivery or to such other place as agreed with you.
16 – CANCELLATION
16.1 You may not cancel the order unless we agree in writing (and clauses 4.2.2 and 17.2 thenapply).
16.2 If the order is cancelled (for any reason) you are then to pay Us for all stock (finished or unfinished) that We may then hold (or to which we are committed) for the order.
16.3 We may suspend or cancel the order, by written notice if:
16.3.1 you fail to pay us any money when due (under the order or otherwise);
16.3.2 you become insolvent;
16.3.3 you fail to honour your obligations under these terms.
17 – WAIVER AND VARIATIONS
17.1 Any waiver or variation of these terms is only binding if made (or recorded) in writing and signed on behalf of each party; and expressly stating an intention to vary these terms.
17.2 No failure or delay by Us in exercising any of our rights or remedies under these terms or by law shall be deemed to be a waiver of that or any other right or remedy, and no waiver by Us of a breach of any provision of these terms shall be deemed to be a waiver of any subsequent breach of the same or any other provision under these terms.
17.3 All orders that you place with Us will be on these terms (or any that We may issue to replace them). By placing an order with Us, you are expressly waiving any printed terms you may have sent us to the extent that they are inconsistent with our terms.
18 – FORCE MAJEURE
18.1 In the event that We are prevented from or delayed in fulfilling Our obligations under these terms by reason of any supervening event, circumstance or cause beyond Our reasonable control including but not limited to war, national emergency, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental. parliamentary or local authority, pandemic, flood, fire, tempest, earthquake, import or export regulations or embargoes, strike or lockout or any similar or dissimilar event, circumstance or cause, We shall not be deemed to be in breach of Our obligations under these terms. We shall immediately give notice of this to you and must take all reasonable steps to resume performance of Our obligations.
19 – ULISG 1980
The Uniform Laws on the International Sale of Goods laid down in the United Nations Convention on Contracts for the International Sale of Goods 1980 shall not apply to, and shall be excluded from, the Contract unless expressly otherwise agreed between the parties in writing.
20 – THIRD PARTY RIGHTS
A person who is not a party to the Contract shall have no rights to enforce any term of the contract under the Contracts (Rights of Third Parties) Act 1999.
21 – NO PARTNERSHIP OR AGENCY
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
22 – ENTIRE AGREEMENT
Except as may be expressly set out in the contract, these terms and conditions together with the Order Confirmation constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. No variation to these conditions or of the contract shall be binding or effective unless agreed in writing and signed by the Buyer and the Seller or their authorised representatives.
23 – GOVERNING LAW AND JURISDICTION
23.1 – The contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of the Czech republic.
23.2 Each party irrevocably agrees that the courts of the Czech republic shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the contract or its subject matter or formation.
Prague, 18.05.2023