GENERAL BUSINESS TERMS AND CONDITIONS
of OXALIS, spol. s r.o., with a registered office at K Teplinám 663, Slušovice, identification no.: 49435281
Address: K Teplinám 663, Slušovice, postal/ZIP code: 763 15
Phone: 577 127 111
Email: [email protected]
1. Introductory provisions
1.1. These General Business Terms and Conditions (hereinafter referred to as the "GBTC") govern business relations between OXALIS, spol. s r.o., with a registered office at K Teplinám 663, Slušovice, identification no.: 49435281 (hereinafter referred to as the "Seller"), and entities with which the Seller concludes purchase contracts for the transfer of goods produced by the Seller (the "Buyer"), which are governed by these Terms and Conditions.
2.1. An order for attention of the Seller can be placed by the Buyer via the e-shop or by e-mail, fax, post and telephone (on the answering machine). An order made through the e-shop is created by the Buyer filling in and authorizing the electronic form intended for that purpose. For orders placed by e-mail, fax or post, the Buyer is to use the order form intended for that purpose. Any order made by the Buyer for attention of the Seller shall be governed by these GBTC, unless expressly agreed otherwise by both parties.
2.2. In the case of an order made by telephone on the answering machine, the Buyer is obliged to specify all necessary details, namely the customer number, if one has been assigned, the product code(s), the quantity of individual goods desired and the contact details (telephone no. or e-mail address) for the responsible person. If the extent of the order exceeds 15 items, the Seller recommends opting for a different means of placing the order than telephone (e-shop, e-mail, fax, post).
2.3. The Seller is deemed to accept the order either by expressly receiving the order (by e-mail, fax or post) and/or it is implied by delivery of the goods so ordered or part of the same (depending on availability of stock). By accepting an order in one of the above ways, a purchase agreement is concluded between the Seller and the Buyer.
2.4. Acceptance of a quotation incorporating any amendment or deviation from the norm is not considered acceptance of the quotation. Confirmation of the contents of a contract concluded in a non-written form that deviates from the actual negotiated content of the contract is deemed to have no legal effect.
3. Delivery of goods
3.1. The seller will normally deliver goods within 4 business days following the date of acceptance of the order for the same if all of the following conditions are met by the Buyer:
a) that all the necessary details are specified in the order so that it is considered complete;
b) that any sum currently owed by the Buyer to the Seller is settled;
c) that the order appears on the data-storage media of the Seller by 12:00 midday of a business day.
Should an order be registered after 12:00 midday of a business day, the processing of the same may be extended by one business day.
3.2. If the Seller is unable to cover the order of the Buyer to the extent of at least 90% of the required quantity of goods, the customer service department of the Seller shall attempt to contact the Buyer three times by telephoning the Buyer at the telephone number stored by the Seller or printed on the order itself, and shall offer the Buyer a possible alternative item(s) with the same or similar characteristics. If the Seller fails to contact the Buyer in the manner set out in the previous sentence, the Seller is entitled to deliver only a proportion of the goods detailed in the order. If the Buyer has ordered goods that are not included in the subsequent delivery, the Seller will not send said goods at a later date; in this the Seller is deemed not to have accepted the order of said goods, and it is necessary to order the undelivered goods once again.
3.3. In the event of the Buyer defaulting on the payment of any due payables, the Seller is entitled to handle a received order only upon payment of the outstanding amount.
3.4. The opening hours of the Seller's wholesale facility in Tečovice are as follows: warehouse and customer service – 7:30 a.m. - 16:00 (4 p.m.)
3.5. On the basis of individual agreement, goods can be picked up outside of standard opening hours. The Buyer is obliged to check the goods at the latest on the day of receipt or delivery of the goods.
3.6. For goods which are to be delivered by Christmas Eve (24 December), the order for the same must be sent by the Buyer and received by the Seller by 20 December at the latest. For delivery of goods by the end of the calendar year, the order for the same must be sent by the Buyer and received by the Seller by midnight on 20 December at the latest. Any orders accepted after midnight on 20 December and subsequently accepted will be dispatched in the first week of the following year. Please note that the Seller’s dispatch centre is closed during the periods of 23 - 26 December and 30 December – 1 January.
3.7. A Buyer making a claim for faulty goods who does not have the status of a consumer is solely entitled to have any such faults affecting the goods removed or to a reasonable discount in price at the discretion of the Seller. The prerequisite exists for the Buyer to notify the Seller of any faults without undue delay after discovering the same. Should such faults of the goods prove to be removable but removal of the same would entail unreasonable expenditure, the Buyer shall be entitled to the process for handling faulty goods specified in paragraph 3.8. of these GBTC. The Seller alone has the competence to assess whether a fault or irreparable fault is determined in the particular case and assess the pertinence of costs associated with removing such faults. The Seller is obliged to inform the Buyer about the outcome of such assessment.
3.8. In the case of irremovable faults of goods, a Buyer without the status of a consumer shall have the exclusive right to be supplied with new, perfect goods in exchange for the faulty ones or the right to a reasonable discount in price at the discretion of the Seller. The overriding condition for this claim is that the Buyer must notify the Seller of said faults without undue delay after discovery of the same.
3.9. The provisions in 3.7. and 3.8. shall not apply in cases where the Buyer has the status of consumer according to the Civil Code.
3.10. Upon request from the Buyer, the Seller shall report to the same in writing the extent and time frame of the latter’s obligations for handling faults and how the Buyer can exercise their rights pertaining to them.
3.11. The procedure for making a complaint is available at www.oxalis.com
4. Purchase Price
4.1. Unless otherwise agreed between the parties or unless otherwise specified by these GBTC, the purchase price for the goods is specified in the current price list of the Seller, available on the website at www.oxalis.cz. The purchase price set out in this price list is stated exclusive of VAT, and the same is applied in any purchase contract concluded with a Buyer registered with the Seller as a wholesaler (hereinafter referred to as "wholesale purchase").
4.2. For a purchase contract concluded with a Buyer not registered with the Seller as a Wholesaler (hereinafter referred to as a “retail purchase”), the purchase price stated in the Seller's current price list or in the Seller's catalogue as Retail Price or Recommended Retail Price is applied. This purchase price is inclusive of VAT.
4.3. The prices detailed are those pertaining to the Seller's warehouse. Such a price does not include the cost for transportation unless otherwise stated. The charge for transportation is added to the price of the shipment according to the current tariffs of the given courier services; at present, these stand at CZK 59 incl. VAT (CZK 49 excl. VAT); for the dispatch centres of PPL, shipping a parcel costs CZK 39 (CZK 32 excl. VAT).
4.4. In the case of a retail purchase over CZK 700 incl. VAT, the Seller pays the cost of shipping or postage of items.
4.5. In the case of a wholesale purchase over CZK 2000 excluding VAT, the Seller bears the cost of transportation or postage of items.
4.6. A minimum wholesale purchase is deemed to equal the amount of CZK 1000 excluding VAT; no minimum limit exists on retail purchases.
4.7. Payment can be made by a payment card, in cash or cash-on-delivery via a courier.
4.8. When paying for and collecting goods in person, the following payment cards are accepted: Maestro, Master Card, Master Card Electronic, Visa, Visa Electron, JCB, Diner Club International.
4.9. If the Buyer defaults on a payment and subsequently places an order for other goods, the Seller reserves the right to postpone acceptance and fulfil said order of the Buyer only once the amount already owed by the Buyer is paid in full.
4.10. The Seller provides the following quantitative discounts:
a) when purchasing goods with a total value in excess of CZK 5 000 (excluding VAT), a discount of 2% is given off the total price excluding VAT;
b) when purchasing goods with a total value in excess of CZK 10 000 (excluding VAT), a discount of 4% is given off the total price excluding VAT;
c) when purchasing goods with a total value in excess of CZK 20 000 (excl. VAT), a discount of 5% is given off the total price excluding VAT;
d) when purchasing goods with a total value in excess of CZK 40 000 (excluding VAT), a discount of 7% is given off the total price excluding VAT.
The aforementioned discounts cannot be combined in any form. This provision on discounts does not apply if a discount is negotiated between the parties in another manner (within a framework contract, purchase contract and so on).
4.11. The Seller also provides the following discounts:
a) in the case of direct collection by the Buyer from the warehouse in Tečovice near Zlin with payment in cash and pertaining to a purchase qualifying for a discount for quantity according to point 4.10., an additional 3% discount on the total price excluding VAT.
a) The items listed on the website www.oxalis.cz/en that are classified under the sections of snacks (honey-based delicacies, syrups, etc.), cocoa, chocolate, teabags and packaging materials are not subject to any contractual discounts and cost savings.
b) There are no contractual discounts and cost savings on items denoted with the Sale label.
4.13. If the Buyer defaults in a payment, the same is obliged to pay the Seller a contractual penalty of 0.05% of the amount due for each day of delay. Payment of such a contractual penalty shall not affect any claim for damages.
5. Rights and obligations of the Seller and Buyer
5.1. The Seller may change the design of gift packs during the year.
5.2. Packaging materials – bags and labels - can only be ordered as a minimum of 10 pieces.
5.3. In the event that the Buyer purchases from the Seller organic teas for resale from glass jars, the former of the two is obliged to detail the organic origins of the goods (e.g. ORGANIC zebra and CZ-KEZ or similar) on the glass jar on display.
5.4. If the Buyer purchases goods from the Seller for later resale, the Buyer is obliged to:
a) inform their customers that the various weights of weighed goods (i.e. tea and coffee) are in compliance with the valid legislation of the EU and Czech Republic, as amended;
b) adhere to and use the names of the individual products according to the Seller’s catalogue;
c) require prior written consent from the Seller to use the Seller's promotional photographs of products and the given names for the same on the Buyer's website.
6 Cancellation of an order and withdrawal from a contract
Only a Buyer with the status of consumer, according to the Civil Code, can exert the rights stipulated in the following points 6.1 to 6.5.
6.1. The Buyer may withdraw from the contract within 30 days of receipt of the goods or upon receipt of the last remaining part of the delivery, regardless of how the goods are taken over or the form of payment for the same. The intention of this time limit is to ensure that the Buyer is reasonably familiar with the nature, characteristics and functionality of the goods in question.
6.2. The Buyer is entitled to withdraw from the contract at any time prior to delivery of the goods.
6.3. Written notification of the Buyer to the Seller for such withdrawal shall be sent or handed over to the Seller within 30 days. The Buyer does not need to state why the same has decided to withdraw from the contract. To facilitate communication, it is advisable to include in the notification of withdrawal the date of purchase of the goods or the reference number of the contract/sales document, relevant banking details and the chosen method for returning the goods.
6.4. The Buyer is obliged to send or hand over the purchased goods to the Seller within 14 days of withdrawal. The Seller is obliged to refund the Buyer with the amount fully corresponding to the price for the goods and the costs paid, in the same manner as pertains to the payment previously received from the Buyer, immediately upon receipt of the returned goods or if the Buyer proves that the same have been returned. The goods should be returned to the Seller (not via cash upon delivery) in their complete form, preferably in the original packaging, and must not show any signs of wear or damage. The cost of returning the goods is borne by the Buyer.
6.5. If the goods so returned are impaired by a breach of the Buyer’s obligations, the Seller is entitled to claim compensation for any reduction in the value of the goods against the Buyer and deduct it from the refund.
Exception 1: The right of withdrawal cannot be applied to contracts for the supply of goods modified to suit the Buyer’s personal requirements.
Exception 2: The right of withdrawal cannot be applied to contracts for the supply of foodstuffs and perishable goods.
6.6. If the Seller faces irrevocable barriers preventing the same from fulfilling its obligations towards the Buyer, the Seller is entitled to withdraw from the given contract unilaterally by providing notification in writing and is obliged to refund the amount of the purchase price if the Buyer has already paid such a sum to the Seller. The Seller is not liable to the Buyer for non-fulfilment of the obligations of the concluded contract or for damages caused by such non-fulfilment if said failure to fulfil obligations arises due to unforeseen and unavoidable events beyond the control of the Seller.
7.1. The Buyer agrees that the personal data provided will be processed and stored by the Seller in accordance with the Personal Data Protection Act (No. 101/2000 Coll.) in order to fulfil the subject matter of the contract. The Buyer has the right of know what information is kept in the Seller's records, and is entitled to modify such data or to disagree with the processing of the same, this in writing. Supervision of the protection of such personal data is carried out by the Office for Personal Data Protection.
7.2. The Seller undertakes not to divulge the Buyer's personal data to third parties, with the exception of the contracted carrier for the purpose of delivering the goods.
7.3. The Seller permits purchases without registration, and the data relating to unregistered Buyers is only utilised to perform the subject of the contract, not for any marketing or business purposes.
7.4 The Seller is entitled to send the Buyer its own promotional information solely if the Buyer actively requests the same, and merely until the Buyer informs the Seller that such supply of information is to cease. This communication can be made by the Buyer to the e-mail address pertaining to performance of the contract without incurring any cost whatsoever.
7.5 The Seller gauges customer satisfaction with purchases by means of e-mail questionnaires sent out under the programme Verified by Customers, an activity in which the OXALIS e-shop is involved. These are sent to customers every time a purchase is made, pursuant to Section 7 (3) of Act No. 480/2004 Coll. on the services of information gathering organisations, unless the recipient refuses to complete and send them. Personal data is processed for the purpose of sending out such questionnaires under the Verified by Customers programme based on OXALIS’ legitimate interest in determining the level of satisfaction with purchases. For sending questionnaires, evaluating feedback and analysing the firm’s market position, a processing instrument is used, under the operation of the Heureka.cz portal; to wit, it may be necessary to pass on information to the same covering the purchased goods and the purchaser’s e-mail address. This personal data is not forwarded to any third party under the circumstance of sending such e-mail questionnaires for the aforementioned purpose. The purchaser can object to receiving said questionnaires at any time by rejecting any further questionnaires via a link included in an email containing such a questionnaire. Afterwards, the purchaser shall not be sent any such questionnaire once objection to receiving the same has been made by them.
8. Settlement of disputes
8.1. Mutual disputes between the Seller and a Buyer are dealt with by the general courts.
8.2. Pursuant to Act No. 634/1992 Coll. on consumer protection, as amended, a Buyer classified as a consumer has the right to an out-of-court settlement concerning a consumer dispute arising from a sales contract or a service contract. The body entitled to carry out such an out-of-court settlement is the Czech Trade Inspection authority. More information is available at www.coi.cz.
8.3. An out-of-court settlement of a consumer dispute can only be initiated upon request from the consumer, and merely if the dispute has not been resolved directly with the Seller. Such a request may be filed no later than one calendar year after the date on which the consumer initially exercised their right pertaining to the subject of the dispute with the Seller.
8.4. The consumer has the right to initiate resolution of an out-of-court dispute online through the ODR platform available at europa.eu/consumers/odr/.
8.5. For the duration of negotiations of the out-of-court settlement of the dispute, the limitation and limitation periods according to the Civil Code shall not commence until one of the parties expressly refuses to continue such negotiations.
8.6. The Czech Trade Inspection authority (www.coi.cz) carries out supervision of observance of obligations under Act No. 634/1992 Coll. on consumer protection, as amended.
9 Final provisions
9.1. The Buyer is not entitled to assign any of its receivables from the Seller to a third party without the Seller's prior written consent. The Buyer is not entitled, without prior written consent, to offset any of its receivables from the Seller against its obligation to pay the Seller the purchase price under a contract governed by these GBTC.
9.2. Unless otherwise provided for in these GBTC, the relevant provisions of Act No. 89/2012 Coll. the Civil Code, shall apply to contracts adhering to said Act.
9.3. This version of the General Business Terms and Conditions is effective as at September 1, 2019.