General Terms and Conditions 

  1. Article I
    Purpose and Subject of General Terms and Conditions
    1. The present General Terms and Conditions (hereinafter referred to as the "Terms and Conditions") govern the relationship between Solight Holding, s.r.o., ID No.: 283 20 573, with its registered office at Lomnického 1705/5, 140 00 Prague, entered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 196940, represented by Mr. Mark Lempochner, Executive Director, (hereinafter referred to as "Seller") on one side, and a business entity on the other side (hereinafter referred to as "Buyer"), Seller and Buyer collectively referred to as "Parties".
    2. The purpose of the present Terms and Conditions is to stipulate the general conditions under which purchase contracts shall be concluded between Buyer and Seller in future so that the conditions agreed in these Terms Conditions be binding for both Seller and Buyer in legal relations established by future purchase contracts.
    3. The Parties hereby agree that the conditions specified in these Terms and Conditions shall apply from the date of signing these Terms and Conditions to all purchase contracts concluded between the Parties, the subject of which will be the delivery of any goods offered by Seller under its usual business activities (hereinafter referred to as "Goods").
    4. The Parties have agreed that purchase contracts pursuant to Paragraph 1.2 hereof (hereinafter referred to as "Purchase Contract") shall be concluded on the basis of written purchase orders (purchase contract proposals; hereinafter referred to as "Purchase Order") placed by Buyer. For the purposes hereof, a written Purchase Order is considered any order placed by fax, e-mail, through Seller's website or through Seller's sales representative.
    5. Buyer's regular Purchase Order shall contain Buyer's identification data, specification of the requested Goods, number of pieces of Goods, order date, required place of delivery, or packaging requirements. The quantity of goods specified by Buyer in the Purchase Order is merely indicative and should be determined by Seller. Seller is entitled to determine the exact quantity of the Goods to be delivered with a maximum negative deviation (delivery of a smaller quantity of Goods) of 100%. Pursuant to this paragraph, Seller may not determine the exact quantity of the Goods exceeding the quantity expressly stated by Buyer in its Purchase Order.
    6. Seller shall determine the exact quantity of goods pursuant to this paragraph in writing by a notice of Purchase Order coverage (hereinafter referred to as the “Purchase Order Coverage Notification”), which it shall deliver to Buyer in writing, by fax, e-mail or through Seller's sales representative. Seller may also specify the exact quantity of goods pursuant to this paragraph implicitly by delivering the goods to Buyer on the basis of the Purchase Order without notifying Buyer. A Purchase Contract is concluded upon delivery of a Purchase Order Coverage Notification to Buyer, specifying the extent to which the Purchase Order will be fulfilled, or by sending the Goods to Buyer based on the Purchase Order without notifying Buyer. The deadline for accepting a Purchase Order as a purchase contract proposal is 30 days following the date of Purchase Order delivery to Seller.
    7. Seller is not obliged to enter into a Purchase Contract with Buyer, especially in the event that Buyer has outstanding obligations to Seller. Seller may inform Buyer of more detailed conditions for concluding Purchase Contracts (credit).
  2. Article II
    Rights and obligations of the Parties
    1. Seller undertakes to deliver Goods to Buyer in accordance with the present Terms and Conditions based on Purchase Contracts, and Buyer undertakes to pay the purchase price for purchased Goods in accordance with the provisions specified in these Terms and Conditions.
    2. The purchase price for Goods in each Purchase Contract shall correspond to the actually delivered quantity of Goods pursuant to the provisions of Paragraphs 1.4 and 1.5 hereof and shall be determined by Seller according to the Goods Price List, available in its updated version on Seller's website http://b2b.solight.cz, or upon request in written or electronic form (hereinafter referred to as "Price List"), always following the version of the Price List valid on the day of Buyer's sending the Purchase Order to Seller and, should it be impossible to determine the Purchase Order sending date, then on the day of delivery of Buyer's Purchase Order to Seller.
      Purchase prices in the various Purchase Contracts do not include the costs of transporting the Goods according to the stipulated freight charge.
    3. The statutory value-added tax shall be added to the purchase prices for the Goods hereunder. Buyer shall pay the Purchase Price on the basis of an invoice issued by Seller. An invoice can be delivered to Buyer in writing by post or by electronic means.
    4. The contracting parties have agreed that ownership of the Goods shall pass to Buyer upon full payment of the Purchase Price.
    5. Seller shall provide, at Buyer's expense, the transport of Goods in accordance with Partial Contracts to the place of delivery agreed in the Partial Contract, unless otherwise agreed by the Parties. Buyer hereby undertakes to reimburse Seller for the costs of transporting the Goods to the place of delivery pursuant to the Partial Contract in the amount specified in Paragraph 2.2. Seller may determine transport costs for Buyer at a price deviating from the Price List as far as such newly determined costs are lower than the costs specified in the transport Price List.
    6. Unless expressly agreed otherwise between the Parties, all Buyer’s payments to Seller shall be made to the bank account specified on the invoice, otherwise to the bank account No. 2300393423/2010, maintained by FIO banka a.s. or account No. 226017040/0300, maintained by ČSOB, a.s. or account No. 4200533803/6800, maintained by Sberbank CZ, a.s. Buyer is entitled to make payments hereunder or under a Partial Contract in cash to Seller's sales representative only on condition that Seller's sales representative presents to Buyer a dedicated power of attorney to accept payments on Seller’s behalf, issued by Seller's Executive Director. In such a case, the sales representative shall hand over a copy of its power of attorney to Buyer and Buyer shall duly keep this copy at least for the duration and one year after the termination hereof and present it to Seller upon request. If Buyer fails to fulfil the obligation to submit to Seller a copy of the power of attorney according to the previous clause, it is considered that the power of attorney was not submitted to it by the sales representative.
      Should Buyer be in arrears with any payment under the present Agreement or Partial Agreement, the Parties have agreed that Buyer shall be obliged to pay Seller a contractual penalty of 0.1% of the total amount in default, for each commenced day of such delay.
  3. Article III
    Purpose and subject of these Terms and Conditions
    1. Delivery of Goods is usually made within 48 hours after the conclusion of a Purchase Contract, by a carrier designated by Seller.
    2. In individual cases and for objective reasons, Seller reserves the right to adjust the lead time according to the provisions of Paragraph 3.1.
    3. Delivery of Goods shall take place at the address of Buyer's permanent residence or registered office, unless specified otherwise in the Purchase Contract.
    4. Buyer shall confirm the receipt of the Goods by the signature of its representative or authorized employee, including a legible name, surname and position on the delivery note or transport document accompanied by a stamp. This also confirms the quantity and type of Goods delivered and at the same time that the Goods show no signs of defects and damage.
    5. If the delivery shows defects and damage, Buyer shall execute a record of this fact with the carrier.
  4. Article IV
    Complaints
    1. The deadline for filing complaints concerning the delivery of Goods is 24 hours from receipt. After the expiration of this period, Seller reserves the right to reject such a complaint.
    2. The Parties agree on a guarantee covering the quality of Goods forming the subject of sale under the various Purchase Contracts, of 33 (in words: thirty-three) months, with the exception of brands providing another warranty than that stipulated in Seller's Terms and Conditions or any related document, as amended as of the date of sending the Purchase Order, available on Seller's website http://b2b.solight.cz. This period commences on the date of delivery of Goods to Buyer. For the Parties, the assertion of liability for defects shall be governed by the conditions of the Complaints Procedure that is published on Seller's website http://b2b.solight.cz and is known to both Parties. The Parties agree that the wording of the Complaints Procedure published on Seller's website http://b2b.solight.cz on the day of sending the Purchase Order, leading to the conclusion of the relevant Partial Contract, shall govern at all times. Prior to sending a Purchase Order, Buyer must always become familiar with the current wording of the Complaints Procedure.  The Parties have agreed that a condition for asserting any claims for liability for defects of the Goods is also the delivery of a completed Complaint Protocol including the details specified in the Complaints Procedure.
  5. Article V.
    Personal data processing
    1. The data processed by Seller may include data provided by Buyer at its own discretion, especially its contact information (such as the name and surname, postal or e-mail address, telephone or fax number), billing information (business name, registered office, company ID, VAT ID, e-mail address, telephone number) as well as business contact information (such as job title, department and company name) or user name and password, contact information of other persons that we should contact as instructed by you. Buyer's personal data are processed by Seller in order to ensure the business relationship, for access to the user account and for the purposes of marketing activities (sending newsletters, promotional leaflets, catalogues).
    2. Seller processes Buyer's personal data as part of the contractual performance or its legitimate interest in the case of registration on Seller's website. 
    3. a) the right of access to its personal data, especially the right to request information from the Data Controller about the processing of its personal data;
      (b) the right of rectification of personal data in case of inaccurate data;
      (c) the right of erasure of personal data ("right to be forgotten");
      (d) the right to restrict the processing of personal data;
      (e) the right to object to the processing of personal data by the Data Controller;
      (f) the right not to be subject to automated individual decision-making, including profiling (with exceptions).

    4. Personal data are processed by Seller for the duration of the contractual/business relationship between Buyer and Seller. 
    5. Buyer has:
  1. Article VI
    Further provisions
    1. The Parties have agreed to accept electronic (e-mail) communication as a full-fledged and valid form of communication.
    2. Should any of the provisions of these Terms and Conditions be or become apparent, invalid or ineffective due to their conflict with applicable law, then this fact shall not affect the validity and effectiveness of the remaining provisions of the present Terms and Conditions, except in cases where the nature or content of these Terms and Conditions implies that such a provision cannot be separated from the remaining content of these Terms and Conditions.
  2. Article VII
    Final provisions
    1. These Terms and Conditions enter into force on the date of publication on Seller's website http://b2b.solight.cz.
    2. If Buyer does not agree with the wording of the Terms and Conditions, it is obliged to notify Seller thereof in writing within 7 calendar days of their publication. If it fails to do so, it is deemed to have agreed to the published version of the Terms and Conditions.
    •  
    •  
    • Prague, May 25, 2019
    • Marek Lempochner
      Executive Director                                                                                                                                                                        
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