General Business Terms and Conditions of KORUS EU a.s.
delivery of goods through the B2B portal or by alternative ordering method
1. Introductory Provisions
1.1. These General Business Terms and Conditions (the "Terms and Conditions") of KORUS EU a.s., company ID: 272 89 095, with its registered office at Masarykova 1247/164, Ústí nad Labem-centre, 400 01 Ústí nad Labem, registered in the Commercial Register maintained by the Regional Court in Ústí nad Labem, under file no.: B 1666 (the "Seller"), further regulate, in accordance with the provisions of Section 1751 (1) of Act No. 89/2012 Coll., the Civil Code, as amended (the "Civil Code"), mutual rights and obligations of the Parties arisen in relation to or on grounds of a purchase agreement (the "Purchase Agreement") concluded between the Seller and another person (the "Buyer"),:
i. either based on the Buyer's orders other than through any online store of the Seller, that is via email, telephone or fax (the "Alternative Ordering Method")
ii. or through the Seller's online store (B2B portal). The Seller operates an internet store (B2B portal) on a website located at www.b2b.korus.eu (the “Website”) through the website interface (the “Store Web Interface”).
1.2. The Buyer is not a consumer. The Buyer is an entrepreneur within the meaning of Section 420 and other relevant provisions of the Civil Code which buys goods from the Seller. Among other things, any person acting on behalf of or on the account of the entrepreneur is considered to be an entrepreneur. The legal relationship between the Buyer and the Seller is governed by the Purchase Agreement, these Terms and Conditions and auxiliary by the relevant provisions of the Civil Code. In the Purchase Agreement, it is possible to agree on arrangements that differ from these Terms and Conditions. The divergent provisions in the Purchase Agreement shall take precedence over the provisions of the Terms and Conditions in accordance with the provisions of Section 1751 (1) of the Civil Code.
1.3. The Terms and Conditions are effective against the Buyer at the moment of their acceptance at the opening of the User Account or acceptance of an order made by the Alternative Ordering Method, if such acceptance contained an electronic link to these Terms and Conditions and the Buyer could read them after opening the link, unless the Buyer did not explicitly refuse these Terms and Conditions without undue delay after the Buyer could have read them. The use of these Terms and Conditions cannot be refused after the payment of the price of the goods or acceptance of the goods.
1.4. The Seller may update the wording of the Terms and Conditions and the updated wording shall become binding for the contractual relations from the moment of sending an electronic link to the Buyer which link may direct the user to the updated wording so that the Buyer can read it. The Buyer is entitled to refuse the change of the Terms and Conditions, in whole or in part, but has to do so no later than 3 days from the date on which he/she could become acquainted with the updated Terms and Conditions for the first time. This provision shall not affect the rights and obligations arising during the effective period of the previous version of the Terms and Conditions.
2. User Account and Store Web Interface
2.1. When ordering via the Store Web Interface, after the registration made on the Website based on the individually granted consent of the Seller, the Buyer may access their user interface. From their user interface, the Buyer can order goods (the "User Account").
2.2. When registering on the Website and ordering goods, the Buyer is obliged to provide all information correctly and truthfully. The Buyer is obliged to update the data provided in the User Account upon any change thereof. The data provided by the Buyer in the User Account and when ordering goods are considered correct by the Seller.
2.3. Access to the User Account is secured by a username and password. The Buyer is obliged to maintain confidentiality regarding the information necessary to access their User Account.
2.4. The Buyer is not entitled to allow the use of the User Account by third parties.
2.5. The Seller may cancel the User Account, especially if the Buyer no longer uses their User Account or if the Buyer breaches their obligations under the Purchase Agreement (including the Terms and Conditions).
2.6. The Buyer acknowledges that the User Account may not be available at all times, especially with respect to the necessary maintenance of the Seller's hardware and software equipment, or, as the case may be, the necessary maintenance of third-party hardware and software. At the same time, the Seller reserves the right to restrict or temporarily or permanently prevent the Buyer from concluding Purchase Agreements via the Store Web Interface.
3. Conclusion of the Purchase Agreement
3.1. The Buyer has the opportunity to obtain information about the goods, including the prices of individual goods and other purchase parameters, in particular through communication with the Seller's representative, from the Seller's catalogue or from the Seller's presentation on the Internet or from the online store (B2B portal) which is operated by the Seller at the Website (the "Presentation of Goods").
3.2. The Presentation of Goods is of informative nature and the Seller is not obliged to conclude a Purchase Agreement regarding these goods. The provisions of Section 1732 (2) of the Civil Code shall not apply.
3.3. The Presentation of Goods usually contains information about the goods, including prices of individual goods. The prices of the goods are provided without VAT. The prices of the goods remain valid as long as they are presented to the Buyer. This provision does not limit the Seller's ability to conclude the Purchase Agreement under individually negotiated conditions. The Seller also reserves the right to change prices. The currently valid prices are communicated to the Buyer together with the Order confirmation. In the event of a discrepancy between the price valid at the time of the Order and the price valid at the time of order confirmation, the Buyer is entitled to withdraw from the Purchase Agreement within three (3) working days.
3.4. If ordered via the Store Web Interface, this also contains information on the costs associated with packaging and delivery of goods.
3.5. Information on the costs associated with the packaging and delivery of goods specified in these Terms and Conditions or on the Store Web Interface applies only in cases where the goods are delivered within the territory of the Czech Republic. Costs associated with the delivery of goods to abroad are based on the current price list of the respective delivery company.
3.6. The Buyer may order goods in any of the following alternative ways:
i. through a written order sent to the Seller's e-mail address objednavky@korus.eu (the "Email Order”); or
ii. by telephone order through a telephone call with the Seller's customer service member on the phone number +420 411 135 111 during the hours of the Seller's customer service, i.e. Monday - Friday at [ 7:00 – 16:30 ] (the "Telephone Order"); or
iii. through a written order sent by fax to the Seller's fax number +420 415 211 914 (the "Fax Order"); or
iv. through an order form in the Store Web Interface where, before sending this order to the Seller, the Buyer is allowed to check and change the data entered into the order by the Buyer, also with regard to the Buyer's ability to identify and correct errors caused by entering data into the order. The Buyer shall send this order to the Seller by clicking on the "COMPLETE ORDER" button (the "Web Order"; the Web Order and/or the E-mail Order and/or the Telephone Order and/or the Fax Order hereinafter also referred to as the "Order").
3.7. Within the Order, the Buyer shall provide the Seller with the following information:
i. unambiguous specification of the ordered goods (especially the type and quantity of the goods);
ii. the required method of payment of the purchase price of the goods; and
iii. the required way of delivery of the ordered goods.
3.8. The Buyer is obliged to provide all information correctly and truthfully in the Order. The information provided by the Buyer in the Order is considered correct by the Seller. In the event of a breach of the obligation under this Article, the Buyer shall be liable for damage caused to the Seller as a result of such breach.
3.9. In the case of the Alternative Ordering Method in connection with the Order, the Seller shall inform the Buyer in particular about:
i. information on the costs associated with the delivery of the goods; and
ii. expected (non-binding) term of the delivery of the goods.
3.10. Upon receipt of the Order, i.e. upon receipt of an email or telephone call or fax or of the Web Order, the Seller shall confirm receipt to the Buyer by e-mail to the Buyer's e-mail address from which the Order was sent or to the e-mail address that was communicated to the Seller by the Buyer in a phone call or, in the case of the Web Order, the e-mail address specified in the User Interface or in the Order (the "Buyer's Email Address").
3.11. Depending on the nature of the Order (quantity of goods, purchase price, estimated shipping costs), the Seller is always entitled to ask the Buyer for additional confirmation of the Order (e.g. in writing or by telephone). If the Buyer does not confirm their Order in response to the Seller's request pursuant to the previous sentence without undue delay, the Seller is entitled to cancel the Order, especially if the value of the Order concerned exceeds CZK 100,000, and the Purchase Agreement shall not be concluded in such a case.
3.12. The contractual relationship between the Seller and the Buyer arises when the Seller sends the Order Confirmation (acceptance) to the Buyer by e-mail to the Buyer's Email Address; except in cases under clause 3.11. of these Terms and Conditions where the contractual relationship between the Seller and the Buyer arises upon delivery of the additional order confirmation by the Buyer to the Seller (the “Conclusion of the Purchase Agreement”).
3.13. The Buyer acknowledges that the Seller is not obliged to conclude the Purchase Agreement with the Buyer based on the Order made by the Alternative Ordering Method. The Buyer also acknowledges that the Seller does not guarantee immediate execution of the Order and conclusion of the Purchase Agreement, especially with respect to possible failures of electronic communication or telephone network.
3.14. If the Seller is to send the goods, the Seller will hand over the goods to the Buyer by handing them over to the first carrier for transportation for the Buyer and will allow the Buyer to assert the rights under the contract of carriage towards the carrier.
3.15. By handing over the goods to the carrier under the preceding paragraph, the risk of damage to the goods is transferred to the Buyer and the Seller's obligation to deliver the goods is fulfilled. In the case of personal collection of the goods, the risk of damage to the goods passes to the Buyer upon takeover of the goods, or upon enabling the Buyer to dispose of the goods.
3.16. If the Seller delivers a larger quantity of the goods than agreed, the Purchase Agreement shall be concluded for the surplus quantity too, unless the Buyer refuses it without undue delay. The Buyer is obliged to pay any difference in the price of the goods to the Seller.
3.17. The Seller shall hand over the goods to the Buyer in the agreed quantity, quality and design. If no agreement is made as regards packaging, the Seller shall pack the goods according to usual practices; if these are not established, then in a way that is necessary to preserve and protect the goods. The Seller shall secure the goods for transport in the same way.
4. Price of the Goods and Payment Terms
4.1. The purchase price of the goods and any costs associated with the delivery of the goods under the Purchase Agreement shall be paid by the Buyer to the Seller in the following ways only:
i. by bank transfer to the Seller's account no. 1181107783/5500, maintained with Raiffeisenbank a.s. (the “Seller's Account”), on the basis of an advance invoice issued by the Seller;
ii. cash on delivery at the place specified by the Buyer in the Order; or
iii. cashless by a payment card when ordering the goods through the Store Web Interface.
4.2. Together with the purchase price, the Buyer is obliged to also pay to the Seller the costs associated with packaging and delivery of the goods in the agreed amount.
4.3. Unless agreed otherwise, the goods will be delivered to the Buyer on the territory of the Czech Republic by a contractual carrier (Czech Post, PPL) and in the case of Alternative Ordering Method, the Buyer will be charged postage and packing cost in amount of CZK 199 incl. VAT for Orders below CZK 500 without VAT (CZK 605 with VAT). Unless agreed otherwise, the goods will be delivered to the Buyer by a contractual carrier (Czech Post, PPL) and the Buyer will be charged the postage and packing in the amount of CZK 119 incl. VAT when the Order exceeds CZK 500 without VAT (CZK 605 incl. VAT). Unless otherwise specified, the Buyer will receive free shipping (shipping and handling) for the goods for Orders greater than CZK 6000 excl. VAT (CZK 7260 incl. VAT).
4.4. In the case of a cashless payment, the Purchase Price is due within seven (7) days from the date of the conclusion of the Purchase Agreement, unless otherwise specified in the relevant Purchase Agreement or on the relevant advance invoice. In the case of cash on delivery, the Purchase Price is payable upon receipt of the goods.
4.5. The Seller is entitled, especially if the Buyer, when proceeding under clause 3.11. of these Terms and Conditions, does not additionally confirm the Order, to request payment of the entire Purchase Price before sending the goods to the Buyer. The provisions of Section 2119 (1) of the Civil Code shall not apply.
4.6. Discounts, if any, on the price of the goods provided by the Seller to the Buyer cannot be combined.
4.7. If it is usual in business relations or if so stipulated by generally binding legal regulations, the Seller shall issue a tax document - invoice to the Buyer regarding payments made under the Purchase Agreement. The Seller is a payer of value added tax. The Seller shall issue the invoice to the Buyer after payment of the price of the goods and send it in an electronic form to the Buyer's Email Address.
4.8. The Buyer is obliged to pay to the Seller a default interest in the amount of 0.05% of the outstanding amount for every day of delay in the event of delay in payment of any of their monetary obligations.
5. Transport and Delivery of Goods
5.1. The Seller is obliged to deliver the goods to the Buyer in the manner and time specified in the Purchase Agreement. If it is not possible to determine the method of delivery in this way, the Seller undertakes to send the goods to the Buyer to the address specified by the Buyer, at the expense and risk of the Buyer in a reasonable time after the Conclusion of the Purchase Agreement.
5.2. The Buyer undertakes to accept the goods from the Seller or the carrier. The Buyer is also obliged to check the goods for any obvious damage and if damaged, to record the findings in two copies and submit it to the representative of the Seller or the carrier who confirms it by signing and giving his/her name and function, and give one copy back to the Buyer.
5.3. In the event that due to reasons on the part of the Buyer it is necessary to deliver the goods repeatedly or in any other way than specified in the Order, the Buyer is obliged to pay the costs associated with repeated delivery of the goods, respectively the costs associated with the alternative delivery method.
5.4. If the Buyer is in delay with the takeover of the goods, the Seller shall warn the Buyer that it is entitled to sell the goods in an appropriate manner after it provided the Buyer with a reasonable period for takeover and the Buyer failed to take the goods over. The Seller is entitled to set off the costs of the storage, the resale and the cost of the futile delivery of the goods due to the lack of cooperation on the part of the Buyer to the necessary amount against the proceeds of sale. In the event that the Buyer has paid the Purchase Price, the proceeds from the sale, after including the Seller's costs pursuant to the previous sentence, shall be transferred to the Buyer's bank account from which the Purchase Price was paid.
5.5. The risk of damage to the goods shall pass to the Buyer within the meaning of the provisions of Section 2123 of the Civil Code at the moment when the Seller hands over the goods to the carrier or by handing it over to the Buyer's representative if the goods are not shipped. At this time, the goods are deemed delivered.
6. Rights from Defective Performance
6.1. The rights and obligations of the Contracting Parties in respect of the rights from defective performance shall be governed by the relevant generally binding regulations, unless stipulated otherwise in these Terms and Conditions or the Purchase Agreement.
6.2. The Seller is liable to the Buyer that the goods are free from defects upon delivery. In particular, the Seller is liable to the Buyer that:
i. the goods have the properties agreed by the Parties and, in the absence of such an arrangement, that the goods have the properties described by the Seller or which the Buyer could reasonably expect from the goods,
ii. the goods are fit for the purpose stated by the Seller or for which goods of this kind are usually used,
iii. the goods correspond to the quality or design of the agreed sample or template if the quality or design was determined according to the agreed sample or template whereas the photos published in the Seller's catalogue or in Internet presentation are illustrative only and are not considered as a sample or template under this provision,
iv. the goods are of an appropriate quantity, measure or weight, and
v. the goods comply with legal requirements.
6.3. Provisions referred to in clause 6.2. of the Terms and Conditions shall not apply to the goods sold at a lower price for a defect for which the lower price was agreed, for wear and tear of the goods caused by the normal use, in case of used goods for the defect that corresponds to the intensity of use or wear that the goods had upon receipt by the Buyer or stemming from the nature of the goods.
6.4. The reason for asserting rights from defective performance (for complaint) is not a discrepancy between the characteristics of the delivered goods and the provisions of the Purchase Agreement if the discrepancy relates to the value, dimensions, weight and/or shrinking of the goods not exceeding 5% of the value according to the Purchase Agreement, or in the case of colour deviation or colour migration not exceeding 2 degrees on the grey scale compared to the value defined in the Purchase Agreement, or in case of the variation in fibre ratio for composite products not exceeding 3% from the value under the Purchase Agreement.
6.5. The Buyer is obliged to inspect the goods for the purpose of checking the occurrence of defects which the goods had at the time of delivery, within 5 days after their receipt unless otherwise specified. The Seller shall not be liable for other or delayed defects. If the goods have a defect for which the Seller is responsible, the Buyer shall draw up a complaint report describing the type and extent of the defect, the date of its detection and the preferred method of its removal. The Buyer shall send the report by e-mail to the Seller without undue delay, i.e. no later than the next working day after its elaboration. The Seller is obliged to comment on the complaint report within a reasonable period of time, and if it accepts the defect, the Purchaser shall also notify the Buyer of the method of defect removal and of the date by which the defect will be removed. At the same time, the Seller is entitled to request a sample of defective goods at the Buyer's expense as well as return of the defective goods.
6.6. The Parties agree that the Seller shall not be liable to the Buyer for any damages, losses or defects arising due to circumstances which it could not have foreseen or prevented, even when taking care that could have been reasonably requested from it. The Seller shall not be liable for damages caused by defective goods if the Buyer should have warned it of the possibility of the imminent damage in advance and did not warn it or warned belatedly, and/or if the Buyer has not taken all possible care to prevent or minimize the damage.
6.7. The Buyer shall be liable to the Seller for any diminution in value of the goods resulting from the handling of these goods in a manner other than necessary with regard to their nature and properties. If the returned goods are damaged by a breach of the Buyer's obligations, the Seller is entitled to claim compensation from the Buyer for the reduction of the value of the goods and deduct it from the returned amount.
7. Other Rights and Obligations of the Contracting Parties
7.1. The Buyer acquires ownership of the goods by paying the full purchase price of the goods.
7.2. In relation to the Buyer, the Seller is not bound by any codes of conduct within the meaning of Section 1826 (1e) of the Civil Code.
7.3. The Buyer hereby assumes the risk of changing circumstances within the meaning of Section 1765 (2) of the Civil Code.
8. Delivery
8.1. Invoices or any other documents are delivered to the Buyer at the Buyer's email address.
9. Final Provisions
9.1. If the relationship established by the Purchase Agreement contains an international (foreign) element, the Parties agree that the Purchase Agreement and the relationship between the Seller and the Buyer established by this Purchase Agreement, regardless of the language of the Purchase Agreement and the Terms and Conditions, are governed in full by Czech law.
9.2. Information on the protection of the Buyer's personal data, if the Buyer is a natural person, is contained in the "Privacy Policy" document which is available at www.b2b.korus.eu
9.3. If any provision of the Terms and Conditions is invalid or ineffective or becomes so, the invalid provision shall be replaced by a provision whose meaning is as close as possible to the invalid provision. The invalidity or ineffectiveness of one provision shall not affect the validity of the other provisions of the Terms and Conditions.
9.4. Contact details of the Seller:
i. postal address: KORUS EU a.s., August 29, 792, 441 01 Podbořany,
ii. e-mail address: objednavky@korus.eu
iii. telephone: 411 135 111.
9.5. The Buyer has been sufficiently advised of the binding nature of these Terms and Conditions before submitting the Order. Having concluded the Purchase Agreement, they confirmed to have read and agreed to these Terms and Conditions. These Terms and Conditions form an integral part of the concluded Purchase Agreement.
9.6. These Terms and Conditions were issued on 1 October 2019.
Form, withdrawal from the contract
