General Terms and Conditions of LOGIK, s.r.o., effective since 1. 1. 2015, concluded in accordance with the provision Section 1751 and the following of Act No. 89/2012 Sb., of the Civil Code (hereinafter referred to as "The Code")
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I. Contract Conclusion
1. LOGIK, s.r.o., registered office Praha 10 - Strašnice, Radošovická 996/4, IČ 25748483 (Tax Identification Number), file number C 66683 registered at the Municipal Court in Prague (hereinafter only as "Contractor"), is entering into a contract for work (hereinafter only as "Contract") with the Client (hereinafter only as "Client"), with the subject matter ordered by the Client from the Contractor (hereinafter also referred to as "Products" or "Work" or "Performance") that is connected to business activities of the Contractor. Unless the parties stipulate otherwise, these General Terms and Conditions (hereinafter only as "GTC") are an integral part of every contract for work concluded with the Contractor, regardless whether such contract is concluded in a written form or through any other means (for example based on an order received via e-mail). These GTC are available on the website of the Contractor, and under the link GTC they are part of business correspondence. The Client and the Contractor are further also referred to as the "Contracting Parties".
2. The subject matter of the contractual relation may be production of work or delivery of a thing or sale of a thing or other contractual obligation of the Contractor, whether named or unnamed, in which the Contractor is bound to execute certain work or to deliver a thing, alternatively to sell it. The subject matter of the contractual relation is stated in a written contract or order (enquiry).
3. The contractual relation (hereinafter only as the "Contract") between the Contractor and the Client is entered into by signature of the written contract for work or confirmation (acceptation) of a written or e-mail order for work production or for sale of ordered Work (Products) in any form (e.g. via fax or e-mail). The Contract is also concluded through acceptation of Contractor’s offer by the Client without any objections.
4. After Contract’s conclusion, any change of contract relation (the content of the Contract) between the Contractor and the Client is possible only based on consentual expression of will of both contracting parties, be it in a written form or via fax or e-mail.
5. If the Contractor sends an offer to the Client, an answer of the Client with an addition, variation, objection or any other change that changes the conditions of the offer, it is not considered an acceptance of the offer according to Section 1740 paragraph 3 CC, or a conclusion of a contract, it is merely a new offer.
6. Concluded Contract may not be ended unilaterally by the Client without a prior agreement with the Contractor.
7. The Contractor has the right to fulfil an obligation from the Contract personally or through other person/s.
7. The Contractor has the right to assign rights and obligations set up by this Contract to a third person/s. He is going to inform the Client in a written form about such assignment.
II. Rights and Obligations
1. The Client is obligated to provide the Contractor with needed cooperation and all the necessary material for the purpose of Contract's performance and that in such an extent and quality that is sufficient for due fulfilment of obligations of the Contractor that stem from the Contract, and this in the time or periods determined by the Contractor. Further, the Client is obligated to provide any other cooperation necessary that the Contractor is going to require in connection with specification of production details, with agreement about changes and samples, or during handover of finished works. The Contractor is bound to respect and abide with the Directive for printing materials handover (hereinafter only as the "Directive") that specifies handover process of printing materials by the Client to the Contractor.
2. If the Client is in delay with the delivery of needed materials or does not cooperate, the Contractor reserves the right not to commence or suspend Contract performance up to the moment until they receive the materials or cooperation required, whereas following the technical and time abilities of the Contractor, the date of Contractor’s performance is postponed accordingly (at least by time of the delay) and such postponement of the Performance date is not considered a delay on the side of Contractor. In such case, the Contractor is going to schedule the ordered performance on the earliest free date according to their capacity and they are not responsible for the delay. If the delay of the Client in provision of materials or needed cooperation lasts more than 10 days, the Contractor has the right to withdraw from the Contract.
3. In case that the work production is suspended due to a delay on the side of the Client, the Client is obliged to pay a contractual penalty to the Contractor in the amount of 2% of the work price for every commenced day of Client’s delay in provision of the needed cooperation or necessary materials in accordance with paragraph 1 and 2 of this article. The contractual penalty, as defined in the previous sentence, is limited to the 50% of Products/Work price without VAT that is stated in the Contract. The Client is further responsible for every damage including loss of profit that arises to the Contractor consequentially to their failure to provide necessary materials or needed cooperation.
4. If the Client supplies faulty details for Work production, the Client that asks for change of Work produced based on faulty details, will pay the damage incurred by the Contractor and the cost connected to the change of Work.
5. In case that the Contractor requests the production of Work based on details or instructions that are inapplicable or will later show as inapplicable, incomplete or incorrect, the Contractor has the right, but is not obligated, to bring this to Client's attention. In case that the Contractor finds out about this reality and asks the Client for a correction, the Client is obligated to provide complete and correct details no later than by the date determined by the Contractor or without any unnecessary delay since the appeal from the Contractor. If the Contractor insists on Work production in accordance with the original instructions or details, or if their inapplicability or incorrectness does not show before Work production has begun, the Contractor is going to produce the Work, but does not bear the responsibility for its faults, or for the delay or damages incurred through use of such inapplicable details or instructions.
6. In case that any ambiguities appear in the groundwork details or during Work production, the Contractor has the right to ask the Client for cooperation and necessary explanations and to ask for a period of time by which the term of Performance is extended, but which may not be longer than 3 days. If the Client does not provide cooperation during the determined period, sections 1. and 2. of this article are applicable.
7. The Client unconditionally accounts for details and instructions that they provide to the Contractor to their processing within the ordered Performance. The Client is obligated to ensure the legitimacy of use of copyrighted groundwork they supply and further, they undertake that during the use of the groundwork by the Contractor, no breach of rights of third persons or violation of legal rules is going to take place. To exclude any doubts, the Client affirms that they have a valid licence at their disposal to use, copy and distribute authorial and similar work contained in the details that they handover to the Contractor. The Contractor is not obligated to verify this and does not bear any responsibility for materials and instruction that the Client has provided or determined for use, nor do they bear any responsibility for any unauthorised use of trade marks, copyrights or other authorial work that were provided in the materials or instructions intended for Performance in accordance with the Contract.
8. The Client is not entitled to their presence during Work production, unles the contracting parties agree on that in writing.
III. Conditions for Delivery of Products/Work
1. The Products are going to be handed over at the Contractor's premises: Praha 9, Pod Šancemi 196/4, postcode 19000, if the Contract does not state otherwise.
2. If the Products are to be delivered to a place determined by the Client and the delivery is provided by the Contractor, the Contractor has the right to handover the Products to any person at a place chosen by the Client. Suitability and means of transportation are determined by the Contractor. The price of delivery and of packaging will be agreed upon in the Contract.
3. The Client is obligated to take over the Products. This obligation relates also to a partial delivery of contractual Performance or to Performance with faults. The delivery note serves as a proof of takeover of the Products by the Client. It is signed by the Client or a person acting on behalf of the Client, and this can be a worker of the Client, employee, subcontractor, mandate or other person that poses as an authorised person in the place of delivery.
4. Storage charges: If the Cient does not ensure handover of products in the place of delivery (at the same time, it is irrelevant, whether the place of delivery are the premises of the Contractor or other place determined by the Client) on the date stated in the contract as the date of delivery, the Products are going to be stored at the premises of the Contractor. For every day of products' storing, commencing on the first day following the date of delivery, storage charges will be charged in the amount of 20CZK for every pallette with products and commenced day of storage. Beginning with storing of products at the Contractor, the danger of damage to the products passes over to the Client. In case that the Client will not take over the products in 90 days since the date of delivery, the Contractor has the right to sell the products to a third person or to destroy them. Financial means from sale of goods are first counted towards storage charges and then to other due obligations of the Client to the Contractor. Apart from storage charges and the contractual price of the products, the Contractor then also has the right to costs for vain delivery of the products and right to claim payment of other damage incurred.
5. If there is a delay in products' delivery exclusively on the side of the Contractor, the Client has the right for a contractual penalty in the amount of 0.05% a day from the price of the products or of the part which production is delayed by the Contractor.
6. The Client is obligated to return europalletts, pallets, box-palletts, frames, boards or covers for europalletts (hereinafter only as "returnable packaging") to the Contractor, unless the contracting parties agree otherwise. In case that the returnable packaging is not returned within 30 days since the delivery of the Products to the Client, or during the time stated in the Contract, the ownership right to the returnable packaging passes over to the Client without the option of their return to the Contractor and the Contractor will invoice the Client for regular price of the returnable packaging and will add the relevant rate of value added tax.
7. Danger of damage to the products passes over to the Client at the moment of takeover of the products by the Client or by a person determined by the Client, by Client's mandate, their worker, employee or a third person that is in the place of products' delivery and poses as a person authorised for take over of delivered products. Danger of damage to the products also passes over to the Client when the products are handed over to the first carrier of the Client.
8. If the Client is in delay with Products takeover, the danger of damage to the products passes over to them on the first day of delay in products takeover.
9. The Client acquires ownership rights to the products as soon as they are delivered to them.
IV. Price and Payment Conditions
1. During handover of the products or after the handover the Contractor writes a tax certificate with a price that is due to be paid, unless it is agreed otherwise, on the 15th day since the certification was issued. In case that the Client is in delay with Products takeover, the price is due on the 15th day of the Client's delay in products takeover. VAT will be added to the price in accordance with the existent legal regulations.
2. When in delay with the payment for Products or any other amount that the Contractor is entitled to, the Client is obligated to pay contractual default interest in the amount of 0.05% per day from the owed figure until its payment.
3. If the Client is in delay with payment, the Contractor has the right not to perform further, or to suspend or stop their Performance, alternatively, the Contractor has the right to hold off handover of the Products/Work, until complete pay-off of the owed amount by the Client. If the Contractor uses rights referred to in the previous sentence, it is not considered a delay of their obligations to deliver further Products based on the concluded contracts. The deadlines for products' delivery are postponed by the time during which the Client is in delay with payment of their financial obligations towards the Contractor. In such case, the Client has no right for compensation of incurred damage or for penalties, that they would have been otherwise entitled to due to the delay of the Contractor in Products' delivery to the Client duly and in time.
4. The Client has the right to carry out offset of their claims towards the Contractor only with consent of the Contractor.
5. If the Client is in delay with payment of their obligations for more than 30 days after they are due, the Contractor has the right to withdraw from all the contracts concluded between the Client and the Contractor, or from some of the contracts.
V. Responsibility for Faults and Damages
1. The Contractor is obligated to deliver products in the amount, quality and form that is determined in the Contract, otherwise in usual quality and form determined by legal regulations.
2. The Contractor is responsible only for faults that the products have at the time when the danger of damage to the things passes over from the Contractor to the Client.
3. The Client is obligated to perform an inspection of the products, check their amount, quality and packaging immediately during the takeover.
4. The Client must file a complaint for faults in writing to the Contractor immediately after they discover them, however, no later than 5 working days since the delivery of Products to the Client, otherwise their claims for faults cease to exist. The claims must be delivered to the Contractor by the last day of the time period for setting up of claims.
5. A written claim has to include these essentials: a) a detailed specification of the fault, b) the extent of the fault, c) chosen solution or fault removal and d) delivery of 10 pcs of the Products that contain the fault being claimed. In case that the claim will not have all the appropriate parts stated in the previous sentence, such claim is viewed as not set up.
6. Chosen manner of fault removal cannot be changed subsequently.
7. The Client is obligated to enable an inspection of the extent of whole Products' delivery for the purpose of examination of justifiability of the claim to the Contractor upon his request by 2 working days since the day the Contractor has received the claims. If this inspection is carried out, the contracting parties write a record of results. Until the claim is resolved, the Client is obligated to keep and store faulty products (faulty prints). The Client undertakes not to dispose of the faulty products they are claiming and this restriction lasts until the claims are resolved. If the claims are considered unjustified, the Client will keep the faulty products for five years.
8. The Contractor is obligated to attend to the claims no later than by 5 working days and settle the complaint in writing as justified or unjustified claims.
9. When choosing the manner of resolution or faults' removal, the Client has the right to ask for:
a) delivery of new substitutional Products/Work, or
b) removal of faults in the form of their correction, under the assumption that the correction is executable and is not unreasonably expensive;
in case of unexecutable or costly correction, the Contractor may resolve the claims by delivery of substitutional Products/Work as stated in letter a), or
c) by granting an adequate discount from the price of delivered Products that is to be paid within 30 days, or
d) by withdrawal from the Contract in full or in part, if the extent of the whole contractual Performance shows faults in more than 70 percent.
10. By resolution of the claims using some of the means stated in the previous paragraph of this article, the claim of the Client to damages caused by claimed Products' defects ceases to exist.
11. The delivery of corrections or new Products is going to take place under similar delivery conditions in accordance with the Contract.
12. If the Contractor is in delay with defects' removal, or with the delivery of new Products, the Client has the right to request an adequate discount from the price of Work in the price of faulty Products.
13. Quantity Product defects are going to be primarily removed by delivery of the Products in the agreed amount in a substitute time period of 3 working days.
14. In case the claims are set up, the Client has not have the right to withold payment for the Products.
15. Damages incurred by breach of contractual obligations or faulty Products abide by provisions of the Civil Code. The Contractor is, however, obligated to pay only for real damage to the Client, not for indirect or consequent damage and lost profit. When in disagreement over damages, the Client has not have the right to withold any payments they are obligated to pay to the Contractor according to individual contracts, or to offset these claims in any way.
16. The Contractor will be relieved from the obligation to perform contractual obligations, as well as the responsibility for damage, in case that the Performance of the obligation was hindered by exceptional, unforseeable and insurmountable obstacle that originated independently of their will, or realities that preclude them of responsibility occured. As an exceptional, unforeseeable and insurmountable obstacle or as realities preclusive of responsibility are, apart from others, considered these events: natural disaster, strike, long-term suspension of power supply, technical failure, epidemics, interventions of bodies of public administration, etc.
VI. Non-disclosure Agreement
1. The contracting parties are obligated to keep confidentiality of all information they have been acquainted with during the Performance of contractual obligations, including all information on costs and prices, documentation, sketches, samples and other unpublished information, business activities, methods and procedures, internal data, without limitation on the above mentioned, that have been handed over to them or made available directly or indirectly by the other contracting pary (hereinafter only as "confidential information").
2. The recipient of confidential information is obligated to keep them in secret, protect them adequately against leak and not to procure any copies of confidential information. The recipient has the right to communicate the information or to make them available to a third person or to procure their copies only based on previous explicit written consent of the other contracting party.
3. The obligation of non-disclosure does not apply to:
a) information that there has been a contract concluded between the two parties;
b) information that are publicly available or generally known without the non-disclosure obligation being violated;
c) information requested in accordance with existent legal regulations by courts, public administration authorities, investigative, prosecuting and adjudicating bodies, auditors before the law;
d) determined purposes or independent advisers of contracting parties while preserving conditions of confidentiality protection determined by these GTC;
e) information provided by the Contractor to a third person (subcontractor that partakes in Performance in the extent of the concluded contract.
4. The Contractor has the right to use external workers to carry out the Performance and they have the right to disclose to them all the information that are necessary to carry out the subject matter of Performance.
VII. Final Provisions
1. Contractual relations from the contracts concluded between the Client and the Contractor are governed by Czech law.
2. The contracting parties are obligated to, without any unnecessary delay, to report in writing any changes of their identification data, after the change occured.
3. Provisions Section 1798 to and including Section 1801 of the CC on adhesion contracts are not applicable.
4. Beyond the explicit provisions of the Contract, no rights and obligations are going to be drawn from the existing or future operations set up between the Client and the Contractor.
5. Any disputes originating from the concluded Contract or related to it, are going to be resolved by courts of the Czech Republic in accordance with the law of the Czech Republic. The court having local jurisdiction for resolution of possible disputes is always the District Court for Prague 9, and for disputes that are resolved in the first instance by a regional court, the Municipal Court in Prague.
6. In case that the Contract and the GTC are drawn in any other language than Czech, then in case of discrepancies in language interpretation, the text of the Contract and of the GTC in Czech language takes precedency.
7. The Contractor reserves the right to change and add to these GTC any time, with the changes to the GTC being effective since the day of their publication on the website of the Contractor, where they are placed.
8. The General Terms and Conditions of LOGIK, s.r.o. are effective since 1. 1. 2015.