General Terms and Conditions for Entrepreneurs and Legal Persons

These General Terms and Conditions for Entrepreneurs and Legal Persons (thereafter "Terms and Conditions“) are related to contracts entered into through the online shop ONLINE-TEXTIL.COM located on the web interface www.online-textil.com (thereafter "Web Interface“) between

the entrepreneur:

postal address: Online-textil.cz, Milan Kubale, Mlýnská 10, 334 01 Přeštice, Czech Republic
telephone number: +420 731 181 022
 e-mail: europe@online-textil.cz

as the seller
and entrepreneur or legal person
as the buyer

(both together referred to also as the "parties").

1. INTRODUCTORY PROVISIONS

1.1. The general terms and conditions set and specify the basic rights and responsibilities of the contracting parties when entering into a purchase contract or other contracts stated here (thereafter "contract“) through the Web Interface.

1.2. The provisions of the Terms and Conditions are an inseparable part of a purchase agreement. Provisions different from the general terms and conditions may be negotiated in a Contract. These different provisions in the Contract take precedence over the provisions of the Terms and Conditions. The wording of the Terms and Conditions may be amended by the Seller. The rights and responsibilities of the Parties are always governed by the wording of the Terms and Conditions valid at the time when the Contract was entered into. The rights and responsibilities of the parties are further governed by the Claims Policies for Entrepreneurs and Legal Persons, Principles of Personal and Other Data ProtectionWeb Interface Conditions of Use, and further by conditions and instructions stated in the Web Interface especially when entering into the Contract. The relationship between the parties not covered in the provisions of the Terms and Conditions is governed by valid legislation, especially Act No. 89/2012 Coll. the Civil Code, as amended (thereafter "Civil Code“).

1.3. These Terms and Conditions apply to the buyers that are entrepreneurs or to legal persons. They do not apply to contracts entered into by end users, the General Terms and Conditions for End Users apply in these situations.

1.4. The buyer gains ownership of the products by paying the whole Price but not before you take over the products.

1.5. By sending of the order, the buyer confirms that he/she has understood the Terms and Conditions and agrees with their content.

2. ORDER AND ENTERING THE CONTRACT

2.1. A list of products is available on the Web Interface including the main characteristics of its individual items. The presentation of the products as shown on the Web Interface is informational and it is not an offer by the seller for entering an agreement as per § 1732 Section 2 of Civil Code. In order to enter into the Contract, the buyer has to send the order and the seller has to receive it.

2.2. The buyer places the order through the Web Interface, or through another method as stated in the Web Interface or otherwise, as agreed by the parties. An order must always contain the exact name of the ordered products (or a numeral code of the product), number of pieces, chosen method of payment and delivery and contact information of the buyer (name and last name or name of organization, VAT identification number, delivery address, telephone number, e-mail address, address). The buyer has to prove that he/she is an entrepreneur by filling in a valid VAT identification number into the order.

2.3. The seller is not obliged to confirm the order. An unconfirmed order is not binding to the seller. The seller is allowed to verify the order in case of doubts about its authenticity and intent. An unverified order may be refused by the seller.

2.4. A Contract is entered when the buyer receives the confirmation of binding order from the seller.

2.5. In case of order cancellation from the side of the buyer, the seller has the right to a cancellation fee of 50% of the price of the goods. If the seller has already spent any costs related to the order, then these shall be compensated in the full amount.

2.6. For ordering of textile printing, embroidery on textile and other such services of the seller and for the sharing of the printing data to the seller, provisions of the General Terms and Conditions for End Users shall be used in adequate scope.

3. DELIVERY CONDITIONS

3.1. The seller is obliged to deliver the products to the buyer by an agreed method, well packaged and equipped with the necessary documentation. Unless otherwise agreed, all documentation should be made out in the English language.

3.2. Based on an agreement of the Parties, the seller may secure product shipping and its insurance during shipping. The buyer is obliged to pay for the product shipping and insurance according to the valid tariff of the shipper. The handing over of the product to the first shipper is considered to be delivered. From that point on, the buyer assumes the risk of damage to the product.

3.3. Before accepting the products, the buyer is obliged to check whether the packaging is still sealed and to notify the shipper immediately of any defects. A written record will be prepared. Should a written-record not be prepared, the buyer loses any rights based on broken packaging.

3.4. The buyer is obliged to check the products immediately after receiving them, especially to check its quantity and its completeness. Should a discrepancy be discovered, the buyer has the obligation to notify the seller without delay, 2 business days since accepting the product at the latest. The buyer is obliged to document the discrepancy in an appropriate way and send this documentation to the seller with the notification of discrepancy.

3.5. Should the products not be received, the right of the seller to compensation of the Price shall remain intact up to the fullest amount.

4. PAYMENT CONDITIONS

4.1. The buyer has the option to pay the Price for the products to the Seller, with the exception of methods stated in the Web Interface or agreed on with the seller, by one of these methods:

The seller is authorized to disable payment for products after their delivery. This method is usually reserved for stable customers. The invoice is sent electronically to the buyer's email unless agreed on otherwise.

4.2. The payment is due at delivery when it is paid in cash. When paying cashlessly, the payment is due within 5 days after the order has been received, unless agreed otherwise by the Parties. If paying cashlessly, the obligation of the buyer to pay for the product in full is fulfilled when the respective amount is added to the bank account of the seller.

4.3. Should the due date not be kept according to these Terms and Conditions the buyer may accrue an interest of 0.5% of the owed amount for each day of delay. The right of the seller for compensation for the delay is not hereby affected.

4.4. Should the payment for products be delayed, the seller is authorized to stop further shipments until all amounts owed by the buyer have been paid off. 

4.5. Payment for products is available in Euros (EUR).

5. WITHDRAWAL FROM THE CONTRACT

5.1. Until the products are received by the buyer, the seller is authorized to withdraw from the contract anytime. In this case, the seller will refund the Price that has already been paid to the buyer cashlessly to a bank account designated by the buyer for this purpose, or to the account that was used for paying the Price (should the buyer not designate any account to the seller).

5.2. The seller is further authorized to withdraw from the contract should the payment from the buyer be delayed by more than 4 weeks. At the same time, the seller has a right to a fine of 50% of the Price of the product.

5.3. The buyer is authorized to withdraw from the contract should the delivery of products by the seller be delayed by more than 4 weeks since the agreed date of delivery.

5.4. The buyer is not authorized to withdraw from a Contract concerning products that have been delivered properly, on time and without defects.

5.5. A Contract withdrawal has to be made in the written form and should it have been negotiated electronically then also electronically. The withdrawal shall be valid when the notification of withdrawal is received by the other Party.

5.6. Should a gift have been included with the product then the gift agreement loses its validity by the withdrawal of any of the Parties from a Contract.

6. RIGHTS BASED ON FAULTY PRODUCTS

6.1. The conditions of the exercise of rights based on faulty products and guarantees are governed by the Product Exchanges and Claims Policy for Entrepreneurs and Legal Persons of the seller.

7. PROTECTION OF TRADE SECRET AND BUSINESS POLICY OF THE SELLER

7.1. When negotiating the Contract and fulfilling it, information that its marked as confidential or its confidentiality stems from its nature may be shared with the buyer. The buyer agrees to:

7.2. The buyer further agrees not to make copies of materials shared by the seller.

8. REGISTRATION ON THE WEB INTERFACE

8.1. By registering through the registration form on the web interface, a user account is established. The buyer is obliged to keep the access data to the user account secret. The seller is not responsible for any third party abuse of the user account.

8.2. The information stated in the registration must be true and complete. Should the account be established with untrue or incomplete information, the seller reserves right to cancel the account without a compensation. In case of changes in the buyer's user information the seller recommends their immediate change in the user account.

8.3. Through the user account, the buyer can primarily order goods, track orders, and manage the user account. Any other user account features are always listed on the web interface.

8.4. The buyer acknowledges that the seller has the right to cancel the user account of the buyer if this account should be used in a way that violates good morals, applicable law or these general terms and conditions.

9. PROTECTION OF COPYRIGHT, RESPONSIBILITY AND USE OF THE WEB INTERFACE

9.1. The content of the website located on the web interface (texts including general terms and conditions, photos, images, logos, software, etc.) is protected by the copyright of the seller or the rights of other persons. The buyer may not change, copy, duplicate, distribute or use the content for any purpose without the consent of the seller or consent of the copyright holder. In particular, it is forbidden to make free or paid access to photos and texts placed on the web interface.

Names and designations of the products, services and companies may be registered trademarks of the respective owners

9.2. The seller is not responsible for errors resulting from third-party interferences with the web interface nor is he responsible for errors resulting from the use of the web interface contrary to its intended use. During the use of the web interface the buyer may not use methods, that could affect the function of the system or that could unnecessarily burden the system.

9.3. If a buyer makes use of the web interface to commit any unlawful or unethical behaviour, the seller is entitled to restrict, suspend, or terminate buyer access to the web interface without any compensation. In this case, the buyer is also obliged to pay the seller damages that are demonstrably incurred by the buyer's actions under this paragraph, in full amount.

The seller warns that clicking on some links on the web interface may lead to leaving the web interface and redirect to third-party websites.

10. FINAL PROVISIONS

10.1. If the relationship relating to the usage of the Web Interface or the legal relationship based on the Contract contains an international element then the Parties agree that the relationship is governed by Czech law (the use of the United Nations Convention on Contracts for the International Sale of Goods is permitted)

10.2. Should a provision of the General Terms and Conditions be invalid or ineffective, or becomes such, then a provision which is the closest in sense to the non-applicable one shall be used. Invalidity or ineffectivity of a provision does not invalidate the others. Changes and amendments of the Contract or Terms and Conditions require the written form.

These General Terms and Conditions are valid and in force as of 13 May 2018.