1. Introductory provisions
1.1. These General Terms and Conditions (hereinafter referred to as "Terms and Conditions") govern the mutual rights and obligations between (i) FINEPACK SE, ID No.: 064 34 941, with registered seat at U Průhonu 1588/11a, 170 00 Prague 7, Czech republic, registered with the Commercial Register kept by the Municipal Court in Prague, Section H, Insert 2020, (ii) FINEPACK LTD., Reg. No.: 12744425, Mappin House - Oxford Street, London W1W 8HF, United Kingdom, (iii) FINEPACK SAS, Reg. No.: 914812086, 124 Rue Reaumur, 75002 Paris, France, (iv) FINEPACK AB, Reg. No.: 559317-5226, Hammarbybacken 27, Stockholm 120 30, Sweden, (v) FINEPACK Inc, Reg. No.: 604787556, 2815 Elliott Ave., Suite 100, Seattle, WA 98121, USA, (vi) FINEPACK GmbH, Reg. No.: HRB 241583 B, Amtsgericht Charlottenburg; Europaplatz 2, 10557 Berlin, Germany (hereinafter collectively referred to as the "Seller") and another natural or legal person - an entrepreneur acting in the course of his business or in the course of his independent practice of his profession (hereinafter referred to as the "Buyer") arising from the Purchase Agreement (hereinafter referred to as the "Purchase Agreement").
1.2. These Terms and Conditions further regulate the rights and obligations of the Contracting Parties when using the Seller's website available at www.finepack.com (hereinafter referred to as the "Website").
1.3. These Terms and Conditions form an integral part of the Purchase Agreement. If the Purchase Agreement and the Terms and Conditions are also drawn up in a language other than English, the English language version shall prevail in the event of any discrepancies in the translation of the Purchase Agreement or the Terms and Conditions. The use of the Terms and Conditions of the Buyer and other persons is excluded.
1.4. In the event of a conflict between the Purchase Agreement and the wording of these Terms and Conditions, the Purchase Agreement shall prevail.
1.5. These Terms and Conditions may be supplemented or amended by the Seller. For the assessment of the rights and obligations of the Contracting Parties, the Terms and Conditions in force on the date of conclusion of the Purchase Agreement shall apply; this shall not apply if the Buyer agrees to the supplemented or amended Terms and Conditions. By giving consent, the new Terms and Conditions become part of the Purchase Agreement and all rights and obligations of the parties shall be governed by the new Terms and Conditions from the date of consent.
1.6. The legal relations between the Seller and the Buyer are governed by the United Nations Convention on Contracts for the International Sale of Goods (hereinafter referred to as the "Convention"), with the exception of Articles 9, 16, 19, 20, 21, 46, 50. In the event of a conflict between the Convention and these Terms and Conditions or the Purchase Agreement, the Terms and Conditions and the Purchase Agreement shall prevail.
2. Conclusion of the Purchase Agreement
2.1. By the Purchase Agreement, the Seller undertakes to deliver the goods to the Buyer and to transfer the ownership of the goods to the Buyer, and the Buyer undertakes to take over the goods and to pay the agreed purchase price and transport costs to the Seller, unless the Buyer provides the transport at his own expense.
2.2. The Purchase Agreement may be concluded as follows:
2.2.1. via e-mail communication to the Seller's e-mail address info@finepack.com;
2.3. Conclusion of the Purchase Agreement by e-mail communication:
2.3.1. The Seller sends the Buyer a proposal for the conclusion of the Purchase Agreement ("price offer") based on the Buyer's request for an individual price calculation.
2.3.2. The Purchase Agreement is concluded and becomes effective at the moment of acceptance of the price offer by the Buyer via e-mail.
2.3.3. If the Buyer's acceptance contains reservations or deviations from the price offer sent to him by the Seller, the Seller shall send a new price offer as a new proposal for the conclusion of the Purchase Agreement. In such a case, the Purchase Agreement shall be concluded only upon the Buyer's acceptance of the new price offer. This does not apply if the Seller accepts the reservations or deviations sent by the Buyer. In the event of any modification of the price offer, the Seller is entitled to use the same price offer number as stated in the original price offer before acceptance by the Buyer.
2.3.4. The validity of the price offer is, unless otherwise stated therein, 14 calendar days from the date of sending the price offer by the Seller.
2.3.5. The Seller is entitled to withdraw the price offer in the event of unexpected market fluctuations due to force majeure, a sudden increase in the price of raw materials from which the goods are produced or in connection with unexpected effects on the costs associated with the transport of goods, a change in customs tariffs for the goods or a change in the currency exchange rate by more than 1% compared to the currency exchange rate at the time of price offer. In this case, the Seller shall send the Buyer a cancellation of the price offer together with the newly created price offer. If the Buyer sends an acceptance of the Seller's price offer, the Seller is entitled to cancel the price offer according to this paragraph only within 3 working days after receipt of the Buyer's price offer acceptance.
2.4. If the Buyer's response to the proposal for the conclusion of the Purchase Agreement contains a request for a specific (fixed) delivery date, the Seller's acceptance pursuant to Article 2.3.3 must contain an explicit agreement to the fixed delivery date, otherwise the Seller shall be deemed not to agree to such request.
2.5. The Seller shall be entitled to withdraw the price offer until the Buyer's acceptance has been received or until the Seller has received the document containing the acceptance of the price offer. The Seller shall withdraw the quotation in the manner in which the quotation was sent.
2.6. All prices quoted in the price offer are exclusive of value added tax. If the purchase price includes value added tax, this is explicitly stated by adding "including VAT" or "with VAT" or a similar indication.
2.7. The Buyer acknowledges that there may be cases when the Purchase Agreement between the Seller and the Buyer is not concluded, especially in the case when the Buyer orders goods or confirms the Seller's price offer at a price stated apparently in error, especially due to an error in the Seller's information system. In such a case, the Seller shall immediately contact the Buyer and submit a valid price offer to the Buyer for acceptance.
3. Delivery of goods, transport
3.1. The Seller shall inform the Buyer of the date of delivery of the goods before the conclusion of the Purchase Agreement. The Buyer is not entitled to refuse to accept the goods (even part thereof) on the grounds of an early delivery. The delivery period shall commence from the approval of the proof, the production of the GMG print or the 1:1 physical sample according to Article 9, whichever is the latest. In the event that performance by the Seller is to be phased, then the Buyer shall, prior to the conclusion of the Purchase Agreement, send to the Seller an express request containing the dates of the individual shipments in the form of a schedule, which, if accepted by the Seller, shall be expressly stated in the price offer/Purchase Agreement.
3.2. The Seller shall always inform the Buyer of the exact delivery date before shipping the goods and the parties shall mutually confirm the delivery address. In the event of the Buyer's failure to confirm the address or delivery date or if the Buyer announces a refusal to accept the goods without an objective and serious reason, the Seller is entitled to deliver the goods to the Buyer without the Buyer's consent or cooperation. The Buyer's refusal to take delivery of the goods (in the event of an actual attempted delivery, refusal of delivery by e-mail or in writing) shall be deemed to be a proper delivery of the goods, in which case the Seller shall be entitled to claim payment of the purchase price, compensation for damages in the form of the cost of transporting the goods back to the Seller and storage fee under clause 3.5 of this Article. If the storage fee reaches 20% of the purchase price of the goods, the Seller shall be entitled to draw up a notarial report on the condition of the goods at the Buyer's expense and to dispose of the goods professionally and at the Buyer's expense, taking into account the obligation to minimize the damage caused.
3.3. Unless there are any force majeure circumstances preventing the delivery of the goods, the Seller is obliged to deliver the goods within the agreed period or a period appropriate to the nature of the goods and the place of delivery. The Seller is entitled to deliver the goods earlier. In this case, the Buyer is not entitled to refuse the goods. Force majeure shall be deemed to be all circumstances which are not attributable to the Seller, in particular wars, riots, natural disasters, operational failures, difficulties in transporting the goods from the Seller's supplier, strikes, lock-outs, delays due to customs processes, epidemics or pandemics of contagious disease, etc., regardless of whether they could have been foreseen at the time of conclusion of the Purchase Agreement or whether they already existed at the time of conclusion of the Purchase Agreement. If there is a late delivery of the goods by the Seller for the reasons mentioned in the previous sentence, the Buyer is not entitled to refuse to accept the goods, to withdraw from the Purchase Agreement or to claim any compensation from the Seller.
3.4. The Buyer is obliged to take over the goods and confirm the acceptance in the delivery note. Unless a record of damage is made at the same time, the Buyer confirms by acceptance that the packaging of the consignment was intact. If, for reasons on the part of the carrier, it is not possible to confirm defects in the quantity or quality of the goods on the delivery note, the delivery note will be sent electronically by e-mail before delivery of the goods. If the Buyer does not send the delivery note with conclusive qualitative or quantitative reservations to the Seller immediately after receipt of the goods (within three days at the latest), the Buyer shall be deemed to have accepted the goods without reservation. Damage to the packaging of the goods must be dealt with directly in the damage record in the presence of the carrier's employee, whereby subsequent claims cannot be taken into account by the Seller. In case of reservations, the Buyer shall proceed according to article 6 of these Terms and Conditions.
3.5. If the Buyer does not take delivery of the goods at the place he has specified and for this reason, it is necessary to deliver the goods repeatedly or in a different way than agreed, the Buyer is obliged to pay the costs associated with the repeated or different method of delivery. In the event that the Buyer requires a change in the agreed place of delivery, the Buyer shall pay the costs associated with the change of the place of delivery. If the Buyer fails to take delivery of the goods, the Seller shall be entitled to charge the Buyer a storage fee of 0.15% per day of the purchase price excluding VAT until the day of taking delivery of the goods, but not less than CZK 16 per pallet per each started day of delay.
3.6. The Seller is entitled to deliver the goods partially, or in phases (in partial shipments), although this has not been agreed between the parties, where the Buyer is not entitled to refuse partial or performance in phases by the Seller. In the case of delivery in phases, the Buyer shall not be entitled to compensation.
3.7. The Buyer shall always be supplied with the quantity actually produced following the tolerances communicated according to Article 6.4 of these Terms and Conditions.
3.8. The price of transport is specified in the price offer.
3.9. In the case of dispatching the subject of sale on pallets, the Seller shall charge CZK 200,- excluding VAT for each pallet delivered. The Buyer undertakes to hand over to the Seller's carrier for exchange only such pallets that correspond in type and quality to the pallets that the Seller delivered to the Buyer when delivering the goods. Otherwise, the Seller is not obliged to accept such pallets.
3.10. Goods are most often sent in paper cartons according to the Seller's standard dimensions. The number of products inside the carton is variable, but they are always filled in order to avoid unnecessary waste. The cartons are usually marked or labeled with basic information on the contents of the carton, such as the name and type of products, the number of items in the carton, etc., together with the Buyer's identification for unambiguous identification. If the Buyer has specific requirements for labeling, packaging, or marking of cartons, the Buyer shall inform the Seller of this fact within 7 days of acceptance of the price offer and shall pay the associated costs. Requests for packaging, labelling or marking of cartons made after the expiry of 7 days from the acceptance of the price offer shall be rejected by the Seller and the goods shall be delivered to the Buyer in accordance with the Seller's standard Terms and Conditions. However, the Seller shall be entitled to carry out the packing, marking or labeling in any other manner according to the nature of the goods.
4. Transfer of title, transfer of risk of damage to the property
4.1. The title to the goods shall pass to the Buyer only after full payment of the purchase price.
4.2. If the Seller provides the transport or if the Buyer takes over the goods from the Seller, the risk of damage to the goods is transferred at the moment of its acceptance by the Buyer. If the Buyer arranges the transport, the risk of damage to the goods is transferred at the moment of its handover to the first carrier. If part of the transport is provided by the Seller and part of the transport is provided by the Buyer, or if the goods are delivered to a third party, the risk of damage to the goods shall pass upon delivery to the Buyer's carrier or delivery of the goods to a third party designated by the Buyer.
4.3. If the Buyer fails to take over the goods properly and on time, the risk of damage to the goods shall be transferred at the latest at the time when the goods should have been taken over by the Buyer.
4.4. Damage to the goods that occurs after the risk of damage has passed to the Buyer does not affect the Buyer's obligation to pay the purchase price.
5. Payment terms
5.1. The Buyer is obliged to pay the Seller the purchase price and any advance payments in the amount and by the due date specified on the invoice, by wire transfer to the Seller's account specified on the invoice.
5.2. Each party shall bear its costs associated with the payment of the purchase price (e.g. bank charges).
5.3. The Seller always invoices the Buyer the purchase price according to the quantity actually produced following the tolerance, which is individual for each order.
5.4. Unless otherwise agreed between the parties, the purchase price is payable within 14 calendar days from the date of delivery of the subject of purchase, or the date on which the goods should have been delivered, advances on the purchase price are payable within 5 days from the date of delivery of the invoice.
5.5. If the Buyer is in default with payment of the purchase price or part thereof, the Seller is entitled to demand a contractual penalty of 0.1% per each started day of the amount due. The Buyer undertakes to pay this contractual penalty.
5.6. In the event of default by the Buyer with any payment to which the Buyer is obliged under the Purchase Agreement, the Seller shall be entitled to unilaterally demand payment of further advances, to shorten the due date of the invoice or part thereof, or to demand other guarantees from the Buyer, and the Seller shall also be entitled to address the final recipient of the goods.
5.7. In the event of default by the Buyer in payment of the purchase price, the Seller is entitled to transport the unpaid goods back to the Seller's warehouse at the Buyer's expense. The goods will be subsequently delivered to the Buyer only after payment of all obligations, including re-delivery.
5.8. The Seller is a payer of value added tax and value added tax will be added to all amounts in accordance with generally binding legislation.
5.9. The Seller's right to claim payment of the purchase price is time-barred within 5 years.
5.10. The Seller undertakes to issue a tax document - invoice for the payment of the purchase price or advance payment of the purchase price with a due date, unless otherwise agreed, of 14 calendar days from the date of actual shipment of the goods from the Seller’s warehouse. The Seller is entitled to demand payment of the advance on the purchase price, for which he undertakes to issue a tax document - invoice with a due date, unless otherwise agreed, of 5 calendar days from the date of delivery of the invoice. The invoice shall be sent by the Seller to the Buyer at the Buyer's electronic address used by the Buyer when concluding the Purchase Agreement or indicated by the Buyer. The Buyer agrees to the sending of invoices by electronic communication. The Seller is not obliged to start the production or preparation of the goods for the Buyer until the advance payment of the purchase price has been made, in which case the deadline for delivery of the goods to the Buyer is extended by this period, or the deadline starts to run only upon full payment of the advance invoice.
5.11. At the request of the Seller, the Buyer shall consent to the Seller factoring the receivables due from the Buyer and shall provide any other assistance required by the factoring company to finance the Seller's receivables due from the Buyer. In the case of factoring of receivables, the Buyer agrees to make payments directly to the factoring company.
6. Liability claims
6.1. The Buyer is obliged to inspect the goods upon its acceptance. If the Buyer finds mechanical damage to the packaging of the goods, he is obliged to immediately check the condition of the goods and in case of damage to the packaging, to draw up a record of the damage, which he shall sign together with a representative of the carrier. The record of damage is used to settle the claim and to claim defects from the Seller. The record must specify the damage (including the number of pieces affected). In this case, the Buyer is entitled to a reasonable discount on the purchase price or the provision of goods of his choice. The choice must be made in the record, otherwise, the right to choose is extinguished.
6.2. The Buyer shall assert the rights under the liability for defects with the Seller in writing at the e-mail address info@finepack.com.
6.3. If the goods have been delivered in a different quantity, taking into account the permitted tolerance, quality, and design, than specified in the Purchase Agreement and these Terms and Conditions (especially Article 11), the Buyer is obliged to claim liability for defects from the Seller within 5 working days of receipt of the goods and at the same time within this period to submit to the Seller the defective goods and delivery notes. If the defects are not claimed within this period, the goods shall be deemed to have been duly delivered. If the goods are deemed to have been duly delivered according to the previous sentence, the Buyer is not entitled to claim the right of defects for other consignments of identical goods, provided that they are identical to the goods deemed to have been duly delivered. If the specification of the goods is subsequently modified as part of a claim for defects or other negotiations between the parties, the newly agreed specification shall fully replace the originally agreed specification for future shipments. However, any change according to the preceding sentence shall require the express consent of the Seller.
6.4. The Parties expressly declare that they agree that the goods made under the agreed Purchase Agreement may have deviations or tolerances as specified in Article 11, which are specified by the Seller to the Buyer upon request and which are not considered as defects for the purposes of the Purchase Agreement. The Buyer declares that it is aware that defects can only be claimed to the extent of the mutually agreed specification of the goods. If the Buyer has a requirement for the goods which does not arise from the mutually agreed specification and which may not have been known to the Seller at the time of the conclusion of the Purchase Agreement, then the Seller's failure to comply with such requirement shall not be deemed to be defective performance, on the contrary, it shall be faultless performance in accordance with the Purchase Agreement.
6.5. The Seller resolves the complaint in accordance with the Civil Code and other generally binding legal regulations, provided that if the goods has defects, the claims for liability for defects will be satisfied by the Seller according to its choice or in the following order:
- removal of the defect by repairing the goods,
- delivery of new goods without defect,
- providing a reasonable discount on the purchase price, or
- withdrawal from the Purchase Agreement.
6.6. The application of defects by the Seller does not affect the Buyer's obligation to pay the purchase price properly and on time.
6.7. The Seller shall not be liable for any infringements of copyright, trademark rights, and other similar rights in the reproduction of the supplied templates. The Buyer does not acquire a license to visualizations, designs, samples, and other items of intellectual property rights created by the Seller, which are the exclusive property of the Seller.
6.8. The Buyer acknowledges that any recommendations made by the Seller in preparing the enquiry are only non-binding and the Buyer is fully responsible for the suitability of the goods for the purpose under consideration. The Buyer is thus obliged to determine all required parameters of the goods. In the event that the Buyer fails to stipulate certain characteristics of the goods, the goods shall be delivered by the Seller in the quality and workmanship customary for the intended use of the goods. A defect in the goods is only an objectively measurable difference in the characteristics of the goods from those agreed in the Purchase Agreement.
7. Withdrawal from the Purchase Agreement, cancellation of the Purchase Agreement
7.1. The Seller is entitled to withdraw from the Purchase Agreement, especially in the case when the goods are not available or cannot be delivered within the agreed time or at the agreed price (e.g. when the price of input material increases) and the Buyer does not agree to extend the delivery time or change the price. In addition, if the Buyer is in default in agreeing on corrections or providing assistance, in paying the advance on the purchase price, in paying his due obligations, if no insurance or factoring limit has been granted for the Buyer. If the Seller withdraws from the Purchase Agreement for reasons arising on the part of the Buyer (in particular those referred to in the preceding sentence), the Buyer shall be obliged to pay the Seller a contractual penalty of 15% of the Purchase Price, excluding value added tax, but not less than CZK 5,000.
7.2. The Buyer is entitled to withdraw from the Purchase Agreement for the reasons set out in the Convention. In the event of delay by the Seller in the delivery of the goods, the Buyer may apply the penalties associated with the delay or withdraw from the Purchase Agreement to the extent of the goods whose delivery is delayed by the Seller only in the event of a delay of more than 30 days, or from the 31st day of delay. Article 3.3 is not affected by any different provision in this Article.
7.3. The Buyer is entitled to cancel the commitment by paying a severance payment of 25% of the purchase price excluding value added tax, but at least CZK 2,500, excluding value added tax. Payment of the severance payment cancels the Purchase Agreement. Cancellation of the obligation by payment of the severance payment can only be executed until the Seller has begun the performance of the Purchase Agreement. Performance under the Purchase Agreement is deemed to commence when the Seller enters the goods into his production program or his supplier’s program.
8. Privacy Policy
8.1. The protection of personal data is governed by Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) ("GDPR").
8.2. The Buyer, who is a natural person, agrees to the processing of the following personal data: name, surname, address, electronic communication address, telephone number by the Seller, as the controller of the personal data. The contact details of the controller are set out in Article 1.1 of these Terms and Conditions.
8.3. The Buyer agrees to the processing of the Buyer's personal data by the Seller for the purpose of fulfilling the rights and obligations arising from the Purchase Agreement, sending commercial communications and other information related to the Seller and its services. Giving consent to the performance of rights and obligations arising from the Purchase Agreement establishes lawful processing under Article 6(1)(b) of the GDPR, the sending of commercial communications and other information by the Seller constitutes contractual processing.
8.4. Personal data will be processed by the Seller for a period of 10 years from the conclusion of the Purchase Agreement. The Buyer is entitled to withdraw consent to the processing of personal data.
8.5. Recipients of personal data may be natural or legal persons carrying out activities in the field of accounting, tax consulting, advocacy, public authorities and the carrier providing transport of the object of sale.
8.6. The Buyer is entitled to request from the controller access to personal data, their correction or deletion, or restriction of processing and to object to processing, as well as the right to non-transferability of data. The Buyer is entitled to lodge a complaint against processing with a supervisory authority. The supervisory authority is the Office for Personal Data Protection, Pplk. Sochor 27, 170 00 Prague 7, Czech Republic.
9. Interpretation of terms - proof, 1:1 sample
9.1. Proof - The Seller prepares a proof for each new Purchase Agreement with new print data (graphics) of the Buyer, which is prepared according to the possibilities and limitations of the selected technology and product. The proof, sent in PDF print format, is used for the purpose of reconciling the placement of the individual graphic elements in the specific dimensional format of the product. The Buyer is obliged to approve the proof immediately upon receipt, otherwise the delivery date will be extended. Upon expiry of the deadline for approval of the proof, the price offer shall expire, regardless of whether or not it has already been accepted by the Buyer. In the event of non-agreement, the Seller shall be entitled to a contractual penalty of 1% of the value of the price offer and shall also be entitled to withdraw from the Purchase Agreement. The Buyer's acceptance of the proof is binding and any later claims shall be disregarded. In the event of subsequent changes by the Buyer, the Seller may demand payment of the costs involved. The proof does not serve as a binding colour preview in the case of complex CMYK prints or if a 1:1 sample was produced following communication with the Buyer. For these purposes, a GMG print or the aforementioned 1:1 sample is used. In the case of prints in direct Pantone colors, the Buyer shall supply the selected color according to the Pantone sample book or it is suggested to the Buyer by the Seller in proof. If a GMG proof or 1:1 sample is supplied to the Buyer for the purpose of the order, these physical samples shall take precedence over the proof and final production will be subject to approval.
9.2. 1:1 sample - A 1:1 physical sample is made after agreement with the Buyer. This sample may be charged individually. The price is quoted to the Buyer before the 1:1 sample is produced and must be agreed by the Buyer. The 1:1 sample is used to give a closer idea of the final product, where the Seller tries to be as close as possible to the final mass production, i.e. the final product, in terms of color, size, material and its weight and other technical elements such as surface finish, type and design of handles or printing effects. Even with the Seller's best efforts, there may be some deviations from the mass production (final product), where processing technology and production procedures may be different. However, the Seller shall make every effort, according to the Buyer's requirements, to come as close as possible to mass production, i.e. to the ordered product according to the required specification. By agreeing to a 1:1 sample, the Seller undertakes to deliver goods to a similar specification to the sample and the Buyer to take delivery of the goods. Any differences in the design of the goods which do not affect the actual or expected utility of the product or which do not alter its visual appearance compared to the approved sample shall not be deemed to be a failure to comply with the specification of the goods under this paragraph. The Seller may insist on the production of a 1:1 sample due to, for example, a more demanding product. In such a case, the cost of production shall be borne by the Seller. The 1:1 sample must be agreed immediately by the Buyer unless the agreement process has a negative effect on the extension of the delivery date (if not agreed by the Buyer, the failure of approval has the same effects as for the proof, i.e. % penalty, or withdrawal from the Purchase Agreement, which does not affect the recovery of damages incurred by the Seller, i.e. purchase of materials, etc.). In case the Seller makes a sample at the Buyer's request in accordance with the above, this will always be made in a minimum of 2 pieces. Each party will then be left with an approved sample with ID number, which will be confirmed by email communication. The Buyer acknowledges that the sample is mostly handmade and may therefore differ from the mass-produced goods supplied as stated above.
10. Production possibilities for individual technologies
10.1. Depending on the selected material, the color of the delivered goods may differ from the accepted proof or GMG print. Each material has its characteristics and specifics. Each material has different absorbency and other properties that cannot be individually simulated in the proof. The same is true when using a lamination, which affects the final perception of the color that the lamination overlays. The best solution for the Buyer is to request a 1:1 sample for approval before mass production, which more closely approximates the final mass production and final product/goods. However, this 1:1 sample may be charged by the Seller.
11. Other provisions
11.1. Set-off against the Seller's claims or the assertion of any lien or retention of the Goods by the Buyer is excluded.
11.2. The Seller is entitled to assign the receivable including the accessories resulting from the invoice to the entity providing factoring services. In the event that the Seller makes use of this service, the Buyer shall transfer payment to the account of the factoring service provider in accordance with the Seller's instructions. The Buyer's obligation shall only be extinguished by its fulfilment to the factoring service provider. All necessary information is provided on the invoice (bank, account number, notice of use of factoring services). The Seller is entitled to use the factoring services without the Buyer's consent. The Seller's decision to use/not to use the factoring services is not prejudiced by the Buyer's payment record.
11.3. The Seller is entitled to arrange insurance for payment of the invoice by the Buyer.
11.4. In the course of business, the Seller or the Buyer may gain access to information which it considers to be confidential in relation to the other party ("Confidential Information"). The parties undertake to keep the other party's Confidential Information confidential. Breach of confidentiality with respect to the disclosure of Confidential Information shall be permitted only for reasons necessary for the performance of the obligations under the respective Purchase Agreement, including disclosure of such information to third parties involved in the performance of the obligations under the respective contracts or to entities providing security for such obligations.
11.5. All disputes arising out of and in connection with Purchase Agreements between the Seller and the Buyer and/or these Terms and Conditions, where the purchase price of the subject matter of the Purchase Agreement does not exceed CZK 300,000.00 excluding VAT, such disputes arising out of such Purchase Agreement shall be finally arbitrated by three arbitrators at the Court of Arbitration of the Czech Chamber of Commerce and the Czech Chamber of Agriculture in accordance with its rules. The Parties expressly agree that the legal relations between them shall be governed by the Convention and the laws of the Czech Republic.
11.6. The Parties agree that, except in cases covered by the arbitration clause under paragraph 11.5. of this Article, the jurisdiction of the Czech courts to settle all other disputes arising from these Terms and Conditions or the Purchase Agreement and that the Czech courts shall have jurisdiction to settle disputes arising from these Terms and Conditions or the Purchase Agreement, namely the general court of the registered office of FINEPACK SE, ID No. 064 34 941, without regard to the fact which of the companies stated in paragraph 1.1. hereof acts as a Seller. The Parties expressly agree that the legal relations between them shall be governed by the Convention and the law of the Czech Republic.
12. Final provisions
12.1. The parties are obliged to inform each other of all facts relevant to the performance of the contract. The Parties expressly agree that any prior agreements, written or oral, which are not expressly contained in the Purchase Order shall be fully superseded by the Purchase Order.
12.2. The Seller shall only be liable for breaches of the Purchase Agreement that are caused by his fault.
12.3. In the event that the Seller causes damage to the Buyer, unless the damage is caused intentionally or through gross negligence, the Parties agree to limit such damage, if any, to the Buyer, so that the total compensation, including lost profits, is limited to one third of the purchase price excluding value added tax.
12.4. The Parties shall communicate in particular by e-mail messages. If the Parties submit each other communication in paper form, they shall do so at the addresses indicated in public or publicly accessible registers. If more than one address is listed in the registers, it is understood that a party may serve service at any of the addresses listed.
12.5. By entering into the Purchase Agreement, the Buyer grants the Seller the right to use the ordered products, the name and logo of the Buyer for promotional purposes of the Seller. These promotional purposes mean publishing photos and videos on the Website, on social media and in the Seller's corporate printed materials, providing reference samples to third parties, using the Buyer's company, business name, name or title as a reference in the Seller's business negotiations and in all types of the Seller's promotional materials. The Seller is entitled to retain samples up to 1% of the total number of units in the order, which it is entitled to use for its promotion.
12.6. The Buyer further agrees to the Seller to retain several pieces of sample goods for the purpose of possible re-execution of the order, for the purpose of any complaint procedure or for presentation purposes, where these pieces are not charged to the Buyer by the Seller.
12.7. Should one or more parts of the Purchase Agreement become invalid or ineffective or unenforceable for any reason, or should the Purchase Agreement lack any material particulars required by law, then this shall in no way affect the validity, effectiveness or enforceability of the remaining parts of the Purchase Agreement. If necessary, the parties shall promptly replace or supplement such invalid or ineffective or unenforceable or missing portion with such valid, effective and enforceable provisions as will preserve the intent of the Purchase Agreement.
12.8. The contact details of the Seller are:
12.8.1. Website:
www.finepack.com
12.8.2. E-mail:
info@finepack.com
12.8.3. Telephone:
+420 732 111 001
12.8.4. Data box ID:
d94rcqi
12.9. These Terms and Conditions shall come into force and effect on 4.7.2024.
Here you can find the old Terms & Conditions valid until 3.7.2024.
