Terms and Conditions

GENERAL TERMS AND CONDITIONS

Applicable to purchase agreements concluded pursuant to Section 2079 et seq. of Act No. 89/2012 Coll., the Civil Code, as amended.

These General Terms and Conditions form an integral part of the contractual arrangements governing purchase agreements concluded between ZEMI BUILDING MACHINES a.s., as the seller (hereinafter referred to as the “Seller”), and the buyer (hereinafter referred to as the “Buyer”).

In accordance with Section 1751 of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the “Civil Code”), these General Terms and Conditions, in their current version, govern the content of the purchase agreement where reference is made to them in the agreement, an offer, or another document confirming the contractual relationship, such as an order (hereinafter referred to as the “Order”).

These Terms and Conditions govern the rights and obligations arising from all contractual relationships between the Seller and the Buyer.

I. General Provisions

1.1. These General Terms and Conditions apply to the supply of all goods and the provision of all components offered as part of the Seller's main product range. They form an integral part of every purchase agreement, whether written or verbal.

A purchase agreement is considered concluded upon confirmation or signing of the Order by the Seller. Unless otherwise agreed, the Seller shall confirm the Order only if the Buyer has settled all outstanding amounts due to the Seller.

1.2. In the event of any discrepancy between the purchase agreement and these General Terms and Conditions, the provisions of the purchase agreement shall prevail. Unless otherwise specified in the purchase agreement, the provisions of these General Terms and Conditions shall apply.

1.3. The Seller shall always mean ZEMI BUILDING MACHINES a.s., Company ID: 25197525, with its registered office at Otín 199, 377 01 Jindřichův Hradec, Czech Republic.

1.4. The Buyer shall mean the entity specified in the purchase agreement or Order and subsequently identified on the issued invoice.

1.5. If the purchase agreement is concluded in writing, any amendments or additions must also be made in writing.

1.6. The purchase agreement is concluded on the basis of a written Order submitted by the Buyer.

The Seller undertakes to deliver the ordered goods (the subject of the sale) to the Buyer and enable the Buyer to acquire ownership of them. The Buyer undertakes to accept the ordered goods and pay the agreed purchase price within the specified period.

1.7. Goods prepared for personal collection may be collected by the Buyer on business days between 7:00 AM and 4:00 PM at the Seller's registered office:

U Cihelny 199
377 01 Jindřichův Hradec – Otín
Czech Republic

1.8. When concluding a purchase agreement or placing an Order, the Buyer expressly declares that they are not subject to insolvency proceedings and do not have multiple creditors whose due obligations they have been unable to fulfil for an extended period.

The Buyer further undertakes to notify the Seller without delay, and no later than within fourteen days, of any change of residence or registered office, change of company ownership, change of payment or tax details, commencement of insolvency proceedings, or entry into liquidation.

1.9. Upon accepting the subject of the sale, the Buyer expressly declares that they have been informed of its technical condition, have had the opportunity to inspect it, and have been instructed in its proper use.

The Seller has informed the Buyer of the principles of operation, maintenance and inspection of the subject of the sale in accordance with the instructions contained in the documentation provided with the goods.

II. Purchase Price

2.1. The purchase price of the goods shall be determined by mutual agreement.

2.2. The Buyer shall treat all information concerning prices, terms and conditions, and sales procedures as confidential in relation to third parties, in accordance with Section 1730(2) of the Civil Code.

2.3. The contracting parties may agree on an advance payment towards the purchase price.

III. Payment Terms

3.1. Cash payment means payment made at the Seller's cash desk or at another agreed location.

3.2. Deferred payment means payment based on an issued tax document (hereinafter referred to as an “Invoice”), with the due date specified in the purchase agreement, generally between 10 and 20 days.

3.3. Advance payment means payment based on an issued advance invoice.

3.4. In the event of late payment, the Seller shall charge the Buyer default interest of 0.03% for each day of delay.

If the delay exceeds 14 days, default interest shall increase to 0.1% per day from the 15th day of delay.

The date of payment shall be the date on which the full outstanding amount is credited to the Seller's bank account.

3.5. The Seller reserves the right, subject to agreement with the Buyer, to arrange payment by direct debit, bill of exchange, or another payment method.

3.6. Payments shall be made using the variable symbols (payment reference numbers) and bank account details specified on the relevant Invoice issued by the Seller.

If the Buyer uses an incorrect variable symbol or transfers payment to a different bank account of the Seller than the one specified on the Invoice, the Seller may:

Return the payment and charge default interest of 0.03% of the outstanding amount for each day of delay; or
Arrange for the payment to be traced in the accounting records and require the Buyer to reimburse the associated administrative costs at a rate of 0.03% of the outstanding amount for each day until the payment is identified and correctly recorded.

3.7. In accordance with Section 1992 of the Civil Code, the contracting parties agree on a contractual cancellation fee.

The Buyer may cancel their obligations arising from the purchase agreement by paying the Seller a cancellation fee amounting to:

a) 10% of the agreed purchase price if cancellation occurs before delivery of the goods, provided that the Seller has not yet taken any steps towards the supplier.

b) 30% of the agreed purchase price if the Seller has already commenced activities aimed at fulfilling the obligation to deliver the goods.

c) 40% of the agreed purchase price if the Seller has already received the goods from the supplier.

3.8. The agreed cancellation fee shall be payable within 30 days of the Seller receiving notification of cancellation in accordance with Article III, Clause 3.7.

3.9. The Buyer shall not be entitled to cancel their contractual obligations by paying the cancellation fee under Article III, Clause 3.7 if they have already accepted delivery of the goods.

IV. Ownership and Other Rights

4.1. The Buyer is obliged to accept delivery of the goods at the agreed time and in accordance with the purchase agreement.

4.2. The risk of damage to the goods passes to the Buyer upon acceptance of the goods or when the Seller enables the Buyer to take possession of and dispose of them.

4.3. The Seller is obliged to provide the Buyer with the documents necessary for accepting and using the goods.

4.4. Ownership of the goods shall pass to the Buyer only after the purchase price has been paid in full, unless otherwise agreed in the purchase agreement.

Any actions taken by the Buyer concerning the goods before full payment of the purchase price shall be at the Buyer's own expense and without entitlement to compensation.

4.5. Until the agreed purchase price has been paid in full, and in the event of early termination of the agreement, the Buyer shall not be entitled to dispose of the goods in any legal manner, particularly by selling, pledging or encumbering them with third-party rights.

The Buyer shall also refrain from using the goods in any way that would prevent their proper return to the Seller.

In the event of a breach of these obligations, the Buyer shall pay a contractual penalty of 10% of the agreed purchase price.

4.6. Where necessary, the Buyer undertakes, within their capabilities, to actively defend against the establishment of third-party rights at their own expense.

If a third party asserts rights over goods that have not yet been paid for in full, the Buyer must immediately inform the Seller.

4.7. During the warranty period, the Buyer may carry out technical improvements or any other modifications affecting the normal operation of the goods only with the Seller's express consent.

During the warranty period, the Buyer shall properly care for and maintain the goods at their own expense, keeping them in an operational condition in accordance with applicable regulations and recommendations.

The same obligations apply until ownership of the goods passes to the Buyer.

Until that time, the Buyer must ensure that the goods are protected against damage and excessive wear beyond normal use and must use them only in the ordinary manner.

V. Complaints and Warranty Claims

5.1. The Seller provides the Buyer with a warranty of 12 months on new goods, starting from the date of delivery, unless a different warranty period has been agreed.

The warranty conditions are specified in the operating manual.

5.2. If a component is replaced on goods that are no longer covered by warranty, the Buyer shall receive a 6-month warranty on the replacement component, starting from the date of delivery.

This warranty applies only to components replaced by an authorised service centre.

5.3. No warranty is provided for used goods or used machinery unless otherwise agreed in writing.

5.4. The Buyer is obliged to inspect the goods immediately upon receipt.

The Buyer shall not be entitled to claim rights arising from defective performance in respect of defects that could have been identified with ordinary care at the time the agreement was concluded.

If the Buyer discovers visible defects for which the Seller is responsible, these must be reported to the Seller no later than three days after receiving the goods.

The Buyer must submit a written complaint to the Seller no later than three days after discovering the defects.

The Buyer is obliged to store the goods subject to the complaint in a location where no further damage can occur. The Buyer must not interfere with the goods or allow them to be repaired by anyone other than the Seller's professionally trained service technicians.

5.5. All complaints and warranty claims must be properly reported and documented by the Buyer, either through the form available at www.solis.cz or in writing.

The designated location for submitting complaints is the Seller's registered office:

ZEMI BUILDING MACHINES a.s.
Otín 199
377 01 Jindřichův Hradec
Czech Republic

The Buyer will be informed of the proposed method of resolving the complaint as soon as reasonably possible.

Submitting a complaint does not entitle the Buyer to withdraw from the purchase agreement.

5.6. When goods are repaired or replaced, the Buyer is obliged to provide the Seller with all necessary cooperation to ensure that the repair or replacement can be carried out without complications.

If a complaint or service intervention is handled by a mobile service technician, the Buyer must provide suitable working conditions, specifically:

During summer: at least a covered working area with a solid floor.
During adverse weather conditions: a covered and heated working area with a minimum temperature of 10°Cand a solid floor.

If suitable working conditions are not available, the service intervention shall be carried out at the Seller's premises. In such cases, the Buyer shall bear the transportation costs.

The goods must be presented for servicing in a clean condition.

A representative of the Buyer must be present at least upon completion of the service to accept the repair and sign the service report.

5.7. All costs associated with submitting a complaint or warranty claim shall be borne in full by the Buyer.

5.8. The Buyer acknowledges that the goods must be operated in accordance with the instructions contained in the documentation supplied with them, particularly those concerning operation, maintenance and inspection.

The Buyer acknowledges that failure to follow the prescribed procedures for operation, maintenance, inspection, repairs or servicing, or any deviation from the agreed procedures, shall result in the loss of entitlement to the rectification of defects under warranty.

5.9. Until ownership of the goods passes to the Buyer, the Buyer is obliged to use the services of the Seller or another authorised service centre qualified to service the relevant type of machinery for all repairs, servicing and maintenance.

5.10. If the Buyer returns the goods to the Seller for any reason, including withdrawal from the agreement, cancellation of the agreement or replacement under warranty, the Buyer is obliged to return the goods in the condition in which they were received, allowing for normal wear and tear.

The following are not considered normal wear and tear:

Heavy contamination or excessive dirt.
Broken glass.
Non-functioning lights.
Excessively scratched surfaces.
Missing components or accessories.
Other comparable damage or deterioration.

If the Seller incurs costs associated with rectifying defects or damage that do not constitute normal wear and tear, the Buyer shall reimburse these costs in full as compensation for the damage.

VI. Force Majeure

The Seller shall be entitled to suspend agreed deliveries or withdraw from the purchase agreement without any obligation to compensate the Buyer in the event of force majeure.

Force majeure means an obstacle arising independently of the Seller's will that prevents the Seller from fulfilling their contractual obligations, provided that it cannot reasonably be expected that the Seller could have prevented or overcome the obstacle or its consequences, or foreseen the obstacle at the time the contractual obligation arose.

VII. Penalties

7.1. In the event of a serious breach of obligations arising from these General Terms and Conditions, the Seller shall be entitled to withdraw from the purchase agreement, and the Buyer shall be obliged to pay a contractual penalty of 20% of the purchase price agreed in the purchase agreement.

This applies particularly in the following circumstances:

Failure to collect the goods within 30 days of receiving a request to do so.
Unilateral withdrawal from the purchase agreement by the Buyer.

This contractual penalty shall apply unless a different contractual penalty is specified elsewhere in these General Terms and Conditions for the particular breach of obligation.

7.2. If the Seller becomes entitled to a contractual penalty, the Seller may offset the amount of that penalty against any advance payment already made towards the purchase price.

7.3. If the Buyer fails to accept delivery of the goods within the agreed period, the Seller shall be entitled to charge a contractual penalty of CZK 10,000.

If the Buyer fails to collect the goods for more than 30 days after the agreed collection date, the Seller shall be entitled to withdraw from the purchase agreement.

The Buyer further acknowledges that the Seller may sell the uncollected goods through a replacement sale.

Following withdrawal from the purchase agreement, the Seller may charge the Buyer the difference between the original agreed purchase price and the price obtained through the replacement sale.

7.4. If the Buyer is more than 60 calendar days late in paying the agreed purchase price or any agreed instalment, the Seller shall be entitled to withdraw from the purchase agreement by delivering written notice to the other party.

7.5. If the Seller exercises the right to withdraw from the purchase agreement, the agreement shall be terminated on the date the notice of withdrawal is delivered to the other party.

The Seller shall be entitled to claim compensation from the Buyer corresponding to the usual rental charges applied by the Seller for a comparable type of machine for the period during which the Buyer used the goods.

The Seller may unilaterally offset this claim for rental compensation, together with any other outstanding claims against the Buyer arising from unpaid servicing or repairs, against the Seller's obligation to return payments previously made by the Buyer towards the purchase price.

7.6. In the event of withdrawal from or cancellation of the purchase agreement, the Seller shall be entitled, after providing written notice to the Buyer, to transport the goods back to the Seller's registered office at the Buyer's expense.

VIII. Final Provisions

8.1. Any disputes arising between the contracting parties shall first be resolved amicably.

If an agreement cannot be reached, the dispute shall be resolved in accordance with Article VIII, Clause 8.8.

8.2. The Buyer acknowledges and agrees that the Seller is entitled to verify information concerning the Buyer's legal status, legal and ownership relationships, and financial standing.

8.3. The Buyer declares that they are aware of their rights concerning the protection of personal data arising from generally binding legal regulations, particularly Act No. 101/2000 Coll.

The Buyer acknowledges that personal data obtained by the Seller during negotiations concerning a sale, conclusion of a purchase agreement or administration of the purchase agreement may be retained in the Seller's records for as long as necessary to protect the company's interests, for the future offering of services by the Seller and its business partners, or as required by applicable legislation.

The Buyer further acknowledges that the Seller shall use such data exclusively for its business purposes or for the recovery of outstanding debts owed by the Buyer.

The Buyer acknowledges that these services may be provided to the Seller by third parties.

The Buyer also acknowledges that, in the event of a serious breach of the purchase agreement or obligations arising from another agreement, the Seller shall be entitled to disclose information concerning such a breach, together with the Buyer's personal data to the extent necessary, to third parties or make such information public for the purpose of protecting the Seller's rights and legitimate interests.

8.4. The Seller shall be entitled at any time to offset any monetary obligations and claims arising in relation to the Buyer, including those arising from different contractual relationships.

8.5. The Seller shall be entitled to assign any claim against the Buyer to a third party.

8.6. No provision of the purchase agreement establishing a right to a contractual penalty shall affect the right to claim compensation for damages.

The Buyer shall be obliged to pay any contractual penalty agreed in the purchase agreement regardless of whether the breach was caused intentionally, negligently or without fault.

8.7. The Buyer hereby declares that the limitation period for all rights arising in favour of the Seller from the concluded purchase agreement, including any rights to compensation for damages or contractual penalties, as well as rights arising from previously concluded contractual relationships between the Buyer and the Seller, shall be extended to ten yearsfrom the date on which the relevant limitation period first begins or began to run.

This declaration also applies to rights arising from withdrawal from the purchase agreement, termination of the purchase agreement, or termination or expiry of the contractual relationship on any other grounds.

8.8. Arbitration

Unless otherwise agreed in writing between the contracting parties, all disputes arising from or in connection with this contractual relationship that cannot be resolved by mutual agreement shall be settled through arbitration proceedings.

The arbitrator shall commence consideration and resolution of the dispute without undue delay, but no later than within 15 calendar days of the dispute being submitted.

The parties to the contractual relationship are obliged to notify the arbitrator in writing without undue delay of any change to their registered office address.

If this obligation is not fulfilled, the sole appointed arbitrator shall deliver documents to the addresses specified in the Order or in a publicly accessible register. Such delivery shall be deemed effective.

The same rules governing the delivery of documents in civil court proceedings shall apply, including the possibility of substitute service.

Any rights and obligations of the parties to the arbitration proceedings not expressly regulated herein shall be governed by Act No. 216/1994 Coll., on Arbitration Proceedings and Enforcement of Arbitral Awards, as amended.

The fees, costs and other rights and obligations of the parties shall be governed by the applicable Rules and Regulations of the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic.

An exception to these rules is that the minimum fee for an arbitration decision shall be CZK 4,000.

The party that is wholly or substantially successful in the dispute shall be entitled to reimbursement of the costs of the proceedings under the same conditions as in civil court proceedings, including legal representation costs in accordance with Decree No. 177/1996 Coll., as amended.

8.9. All written correspondence shall be delivered to the addresses of the contracting parties or to the addresses recorded in the relevant statutory registers, including the Commercial Register or Trade Register.

If either party changes its address, that party shall immediately notify the other party in writing.

If correspondence is delivered personally or by courier, it shall be deemed delivered on the date it is received by the contracting party or a person authorised by that party.

If correspondence is delivered by post, it shall be deemed delivered on the date it is received by the contracting party or a person authorised to receive registered mail on their behalf.

However, if correspondence is deposited at the post office because it has not been collected for any reason, or if it is returned to the sender, it shall be deemed delivered upon expiry of the third day following the date on which it was deposited at the post office or the date on which acceptance was refused.

These General Terms and Conditions are effective from 1 January 2014.

Jindřichův Hradec, 1 January 2014

Miroslav Zeman
Managing Director