General trade terms
General Business Terms and Conditions of ACTIVA, spol. s r.o.
Registered address Veselská 686, 199 00 Prague 9, Company ID No.: 48111198, VAT No.: CZ48111198, registered in the Commercial Register kept by the Municipal Court in Prague, Section C, File No. 16077
1. General Provisions
- 1. These General Business Terms and Conditions describe and define the responsibilities of ACTIVA (hereinafter referred to as "ACTIVA" or as the "Seller") and the responsibilities of the Customer (hereinafter referred to as the "Customer" only) applicable to deliveries of office supplies, drugstore supplies, refreshment items as well as other goods (hereinafter referred to as the "Goods") supplied by ACTIVA to the Customer based on properly issued orders.
- 2. These General Business Terms and Conditions are binding for all Customers of ACTIVA purchasing Goods from the valid Office-supply catalogue or from the eshop operated by ACTIVA and available at obchod.activa.cz. These General Business Terms and Conditions are binding for all Customers who will send a properly issued order to ACTIVA.
- 3. These General Business Terms and Conditions shall become valid on the day when published on the ACTIVA webpage (www.activa.cz). The Seller may change or modify the text of these General Business Terms and Conditions without any Customer consent but only within a reasonable and adequate scope. In such scenario, the Seller is obligated to provide the Customer with the new wording of the General Business Terms and Conditions in written form with the proposed changes highlighted and specify an adequate time period during which the Customer shall notify the Seller whether they accept the proposed changes or not. Should the Customer fail to provide their statement during the establish time it shall be understood that the Customer accepts these changes. Should the Customer disagree with the proposed changes, either party may withdraw from these General Business Terms and Conditions. The time withdrawal period has been established at 15 days. The conditions under which the proposed changes must be delivered to the Customer are specified in Article IX. of these General Business Terms and Conditions.
- 4. Any relations between ACTIVA and the Customer not specified in these General Business Terms and Conditions are subject to the applicable provisions of Act No. 89/2012 Coll., of the Civil Code (hereinafter referred to as the "Civil Code").
- 5. Without the prior written consent of ACTIVA, Goods supplied by ACTIVA cannot be resold.
II. Goods Ordering
- 1. An order may be sent to ACTIVA via regular mail to any ACTIVA branch specified in the ACTIVA catalogue or on the ACTIVA webpage, via telephone or fax at any ACTIVA branch telephone number specified in the ACTIVA catalogue or on the ACTIVA webpage, electronically to an ACTIVA email address shown in the ACTIVA catalogue or on the ACTIVA webpage, or through the eshop available on the obchod.activa.cz ACTIVA webpage.
- 2. A Customer order must include the following information:
- a) Identification information including the company name or first and last name, registered address / permanent address, company ID No., VAT No., contact information (telephone, fax or email address).
- b) The code of the ordered Goods specified in the catalogue, or possibly, also a brief description of the Goods.
- c) The quantity of ordered Goods.
- d) Goods delivery address (if this information is not included, Goods will be delivered to the registered address / permanent address of the buyer).
- e) Goods delivery date, provided that the Customer and ACTIVA agreed on a different delivery date than specified in these General Business Terms and Conditions.
- f) The first and last name and signature of a person authorised to act on behalf of the Customer, or possibly, also an official stamp of the Customer.
- g) The first and last name of a contact person (if this information is missing, it will be assumed that the Customer or any employee of the Customer is authorised to accept the Goods).
- 3. Should the order be missing any information specified in the previous article it will be regarded as incomplete. In such scenario ACTIVA will try to contact the Customer and will ask the Customer to remedy these issues or to add/verify the missing information. As soon as the additional or confirming information is delivered to ACTIVA the order will be regarded as completed.
- 4. Immediately after the completed order is delivered, ACTIVA is obligated to check whether the ordered items are available and in stock. If the ordered Goods are not available in the warehouse or if the required quantity is not available, Activa will contact the Customer and will propose a different delivery date. If the ordered Goods may be delivered only during a longer delivery period, Activa must notify the the Customer about it.
- 5. If the Customer is sending their first order to ACTIVA, they must also send identification documents including an excerpt from the Commercial Registry, copy of an occupational license, etc., and a VAT registration certificate together with the order.
- 6. The Customer is aware that ACTIVA is not obligated to conclude a purchase contract with the Customer if the Customer has previously significantly violated a purchase contract, or the General Business Terms and Conditions.
- 7. Telephone calls made to ACTIVA may be monitored.
III. Goods Purchase Price
- 1. Purchase price shall be established based on the current ACTIVA catalogue. Upon the Customer's request ACTIVA shall provide the Customer with a printed catalogue valid for the relevant period. A printed catalogue is usually issued for one year. The current ACTIVA catalogue is available on the company webpage at obchod.activa.cz.
- 2. ACTIVA reserves the right to increase the prices of Goods specified in the printed catalogue, provided that ACTIVA clearly demonstrates that ACTIVA suppliers significantly increased their prices. ACTIVA is obligated to inform the Customer about a price increase using a suitable notification method.
- 3. The binding Goods purchase price is determined according to the current and valid ACTIVA catalogue available on the company webpage at obchod.activa.cz.
- 4. Should the Customer fail to specify that they are ordering Goods at the prices specified in the printed catalogue on their order, it will be automatically and irreversibly assumed that the Customer is ordering Goods at the prices specified in the catalogue published on the company webpage at obchod.activa.cz. If the Customer specifies that they are ordering Goods for prices shown in the printed catalogue in their order, but the current price for the ordered Goods is different from the price specified on the order and provided that the Customer was not yet informed about the price change, ACTIVA is obligated to inform the Customer about the increase using a suitable notification method and determine whether the Customer wants to purchase the Goods for the increased price.
- 5. If ACTIVA cannot contact the Customer in advance as described in the previous paragraph in order to make sure that the Goods could be delivered during the time specified in Article VI.2., ACTIVA is obligated to deliver the Goods for the prices specified in the printed catalogue.
IV. Purchase Contract Conclusion
- 1. The act of delivering a complete Customer order to ACTIVA as specified in Article No. II.1. constitutes a proposal to conclude a purchase contract pursuant to Section 1725 et seq. of the Civil Code.
- 2. the purchase contract may be concluded as follows:
- a) at the moment when the completed order is delivered to ACTIVA, provided that the Customer is ordering Goods for current prices,
- b) at the moment when the Customer accepts the Goods delivery for changed prices as specified in Article No. III.4.,
- c) at the moment when the time during which ACTIVA must contact the Customer as specified in Article No. III.5, expires,
- d) at the moment when the Customer agrees with the alternative fulfilment or with the delivery of Goods within a longer delivery period – as specified in Article No. II.5, whichever occurs later.
V. Purchase Price Due Date and Payment Terms and Conditions
- 1. The Customer is obligated to pay the purchase price of delivered Goods by a bank transfer crediting the relevant amount to the ACTIVA account number specified on the tax document (invoice).
- 2. In the case of a bank transfer, the purchase price shall be regarded as paid in full when the relevant amount is credited to the Activa account number specified on the tax document (invoice). A document demonstrating a cash payment is a payment receipt issued by the Customer and confirmed by ACTIVA, or a cash receipt issued by ACTIVA.
- 3. The purchase price for Goods delivered by ACTIVA to the Customer based on an order issued by the Customer is payable and due within 14 days following the Goods delivery, or before the payable and due date specified on the relevant tax document (invoice) issued by ACTIVA, whichever of those two due dates occurs later.
- 4. The Customer must pay for all payable obligations that they hold towards ACTIVA while observing the requirements specified in these General Business Terms and Conditions, unless the Customer and ACTIVA agree in writing on different payment terms and conditions. Should the Customer be late with payment for the purchase price, or any part of it, the Customer will lose the option to receive any discount provided by ACTIVA. At the same time, the Customer shall pay a contractual penalty in the amount of 0.05% of the due amount for each day of delay.
- 5. ACTIVA reserves the right to request the Customer to pay for Goods in advance and in cash, provided that the Customer is in delay with payments payable to ACTIVA, or if the Customer was repeatedly in delay with payments in the past. Should the Customer not accept this requirement, ACTIVA has the right to deliver the ordered Goods after all outstanding debts payable and due to ACTIVA are paid in full.
VI. Goods Delivery Terms and Conditions
- 1. ACTIVA shall deliver ordered Goods at its own expense and risk to the agreed delivery address, and during regular business days and during regular business hours. In such cases where the Customer orders Goods for a total price not exceeding CZK 1,000.00 without VAT and after subtracting all available discounts (after discounts are applied), the Customer will be charged a shipping cost in the amount of CZK 100.00 without VAT. Shipping cost will not be charged if it concerns additional fulfilment for an already placed order, or remaining partial delivery.
- 2. Unless ACTIVA and the Customer agree otherwise, ACTIVA is obligated to deliver the ordered Goods no later than on the second business day following the order acceptance, provided that the order is delivered to the Seller during regular business days no later than before 5:00 p.m. (before 4:00 p.m. on Friday, provided that the order was delivered to a regional branch address). Orders placed through the eshop will be accepted on regular business days until 5:30 p.m. If an order is delivered later, ACTIVA is obligated to deliver the Goods no later than during the regular working hours of the second business day beginning from the day following the acceptance of the order.
- 3. Delivery of special or non-standard Goods not specified in the catalogue (labels, business cards, stamps, letterheads, promotional items, etc.) will be established individually based on the type of manufacturing process.
- 4. Together with delivered Goods ACTIVA will always deliver to the Customer a packaging list / delivery document including the exact descriptions and quantities of the delivered Goods. The Customer is obligated to inspect the cardboard packaging box for damage (see item VII. "Goods Claims and Warranty") and write down the name of the person who accepted the delivery using legible capital letters, clearly sign and stamp the document and thus confirm the acceptance of Goods. Should the Customer fail to do so, the Seller has the right to refuse to handover the Goods to the buyer.
- 5. During the Goods handover process the Customer has the right to request the driver of ACTIVA to produce an identification card which must show the driver's first and last name, personal ID No., driver's photograph and ACTIVA official stamp.
- 6. The Customer is obligated to immediately inform ACTIVA about any changes in the established place of delivery or about changes in the contact person information. ACTIVA is not liable for any damages occurring due to the incorrect or late delivery of Goods, provided that such delay occurred due to a failure of the Customer to observe the obligations specified in this article.
- 7. Goods damage liability shall be transferred over to the buyer at the moment when the delivered Goods are accepted.
- 8. ACTIVA shall issue a tax document (invoice) and hand it over together with a delivery document / packaging list to the Customer at the time of the Goods delivery. If it concerns a partial delivery/fulfilment, Activa shall deliver a tax document (invoice) later, after the contractually defined period expired. If the Customer provided ACTIVA with a written consent, Activa may send the necessary tax document (invoice) to the Customer electronically in the .pdf format to the email address specified in the written consent. In addition to the requirements specified by the applicable laws, each invoice must contain the following information:
- a) Identification information and invoice number
- b) Name, registered address, company ID No. and VAT numbers of the Seller and buyer, company registration information as recorded in the relevant Commercial Register (court, section, file No.).
- c) Seller's banking details
- d) Purchase price payable and due date.
- e) Quantity and descriptions of delivered Goods.
- f) Buyer's order number.
- g) Price without VAT, VAT amount and total due amount.
- h) Delivery document / packaging list number.
- 9. Before the payable and due date expires the Customer has the right to return the invoice (deliver the invoice back to ACTIVA using an established postal carrier), provided that the invoice contains incorrect price information or if the invoice is missing information. Together with the returned invoice the Customer is obligated to describe any defects which should be corrected. If it is determined that the invoice was issued incorrectly, ACTIVA will issue a new invoice. The obligation of the Customer to pay for the purchase price within the payable and due period specified on the original invoice shall still remain valid, unless the original invoice contained an incorrect purchase price. In such case, the new due date shall begin after the corrected invoice is delivered back to the Customer.
- 10. Should the Customer require a different legal entity to correct the issued tax document (invoice), or should they require a division of the tax document in a different way than required on the Customer's order, the Customer is obligated to pay ACTIVA an administration fee in the amount of CZK 100.00 without VAT.
VII. Goods Claims and Warranty
- 1. The rights and obligations of ACTIVA and the Customer in terms of ACTIVA liability for Goods damage shall be subject to applicable and locally valid legal regulations, in particular, to the provisions of Section 2099 et seq. of the Civil Code.
- 2. The Customer is obliged to inspect cardboard packaging units at the time of delivery. The Customer is obligated to claim incorrect amounts/volumes and obvious Goods defects immediately at the time of delivery, but no later than within 48 hours following the acceptance of the Goods. Each claim submitted by the Customer shall clearly specify the relevant defects and how the defects manifest themselves.
- 3. The Seller answers to the buyer and is responsible for making sure that at the time of acceptance the relevant item complies with requirements specified in the purchase contract and that the item is free of defects. If during the acceptance process it is discovered that the item is not in compliance with the purchase contract (hereinafter referred to as "incompliance with the purchase contract"), the buyer is entitled to request the Seller to remedy the relevant defects of the item and to make sure that the item complies with requirements specified in the purchase contract and the Seller shall do so free of charge. Based on the buyer's request the Seller shall either replace or repair the item. This shall not apply in cases when the buyer was aware, before accepting the item/product, of the fact that the item does not comply with the requirements specified in the purchase contract, or when the buyer alone caused such incompliance. Non-compliance with the purchase contract occurring within six months following the acceptance of the item shall be regarded as a defect existing at the moment of the item acceptance, unless it contradicts the nature of the product or unless proven otherwise.
- 4. Within 4 days following the receipt of Goods returned by the Customer pursuant to the article above, ACTIVA is obligated to inspect the returned Goods and to establish whether the returned Goods are damaged, worn out or partially used. Within 10 days ACTIVA must inspect the Goods and if the return of the Goods is justified, ACTIVA is obligated to reimburse the Customer for the paid purchase price plus any cost acquired in connection with the return of the Goods. If it concerns a contract withdrawal, ACTIVA is not obligated to reimburse the Customer for the purchase price if the Customer fails to return the ordered and delivered Goods back to ACTIVA.
- 5. If it concerns refreshment items, computer consumables or office items, the manufacturer warranty specified on the Goods packaging shall always apply. An individual or special warranty is always specified in the ACTIVA catalogue or on the company website under the description of the relevant Goods.
- 6. The warranty period shall begin on the day when the Goods are handed over to the Customer or rather when the applicable delivery document is confirmed by the Customer. The warranty period shall be interrupted during the time when the Customer cannot use the Goods (Goods claim/complaint proceedings, repairs, etc.). The warranty does not apply to wear and tear caused by regular use.
- 7. To submit a claim or to receive after-sale services, it is sufficient to submit a document demonstrating that the relevant Goods were purchased at an ACTIVA store, for example, sales receipt (invoice) or confirmed warranty card, etc. If a warranty card is presented, ACTIVA may confirm the warranty card later, at the time of its presentation.
VIII. Personal Data Protection and Commercial Messages Sending
- 1. Protection of personal Customer data is provided under Act No. 101/2000 Coll. on personal data protection, as amended.
- 2. The Customer agrees and is aware that the Seller will use the personal data provided to the Seller for the purpose of concluding the relevant purchase contract, including the Customer first and last name, permanent address, electronic email, phone number or other information provided to the Seller for the purpose of concluding the relevant purchase contract (hereinafter referred to as "personal data").
- 3. The Customer agrees and is aware that the Seller will process their personal data for the purpose of exercising rights and obligations resulting from the purchase contract and for the purpose of sending information and commercial messages to the Seller.
- 4. The user is aware of their responsibility to provide true and correct personal data when making online orders and to inform the Seller about any changes in their personal data.
- 5. The Seller may appoint a third party to process personal data provided by the Customer. Except for persons handling Goods deliveries, the Customer's personal data will not be disclosed by the Seller to any third parties without prior Customer consent.
- 6. Personal data may be used for an indefinite period of time. Personal data will be processed in electronic form using an automated process, or manually if provided in a paper form.
- 7. The Customer declares that they have provided their personal data voluntarily and that the data is accurate. The Customer is aware of the fact that the consent allowing the Seller to process their personal data may be revoked through a written notice delivered to the Seller's address.
- 8. Should the Customer feel that the Seller or the data processing person uses their personal data contrary to the rules describing the protection of private and personal life, or contrary to the law, in particular if the personal data is inaccurate with regard to the processing purposes, the Customer may:
- request the Seller or the data processing person to provide an explanation,
- request the Seller or the data processing person to remedy this situation. This may particularly include blocking, correcting, adding or disposal of personal data. If, based on the previous sentence, the Customer request is justified, the Seller or the data processing person must remedy the defective status immediately. If the Seller or the data processing person fails to satisfy the request, the Customer may exercise their rights and forward this issue directly to the Office for Personal Data Protection. This provision does not affect the Customer's right to address the Office for Personal Data Protection directly and immediately.
- 9. If the Customer requests the Seller to explain and describe the actual method used to process their personal data, the Seller is obligated to provide the Customer with such information. The Seller is entitled to ask for reasonable compensation for information provided based on the previous sentence, however, not exceeding the costs required for providing the actual information.
- 10. The Customer agrees to receive information relevant to goods, services or to the company of the Seller electronically, sent to the Customer's email address. Further, the Customer agrees to receive commercial messages sent by the Seller at their email address.
IX. Mail Deliveries
- 1. Unless agreed otherwise, all correspondence relating to the purchase contract must be delivered to the other contracting party in writing via electronic mail, in person or via registered mail services provided by a postal carrier (at the sender's discretion). Mail shall be delivered to the email address of the Customer.
- 2. A message shall be considered delivered:
- in case of electronic delivery, a mail shall be regarded as delivered when it is received by the incoming mail server. The integrity of messages sent via electronic mail may be secured by a certificate,
- in case of personal delivery or through a postal service provider, mail shall be considered delivered when accepted by the addressee,
- in case of personal delivery or through a postal service provider, mail shall be considered delivered when the mail is rejected by the addressee (or by a person authorised to accept mail on behalf of the recipient),
- in case of delivery through a postal service provider, upon expiration of a ten (10) day period following the day when the shipment was stored at the relevant postal service provider and when a mail delivery notification was sent to the recipient, including cases when the addressee had no way of knowing that mail was stored on their behalf.
X. Closing Provisions
- 1. These General Business Terms and Conditions only apply to Goods purchased from the ACTIVA catalogue. As far as irregular or non-standard Goods purchases are concerned, and Goods that are not included in the ACTIVA catalogue, these General Business Terms and Conditions shall be applied as supporting and alternative measures, and only to additional issues not individually agreed between ACTIVA and the Customer. Goods deliveries ordered online from the ACTIVA eshop at www.activacek.cz shall be subject to the general business terms and conditions available on the ACTIVA eshop webpage. Goods deliveries ordered online from the ACTIVA eshop at www.potrebyprokancelar.cz shall be subject to the general business terms and conditions available on the ACTIVA eshop webpage.
- 2. The actual use and application of individual provisions specified in these General Business Terms and Conditions, or possibly the use and application of these General Business Terms and Conditions may be completely eliminated by a written agreement between ACTIVA and the Customer.
- 3. Legal relations between ACTIVA and its customers shall be subject to the applicable legislature of the Czech Republic.
- 4. Should relations between ACTIVA and a particular Customer include international issues, both parties agree that such relation will be subject to applicable Czech laws.
- 5. The Seller is entitled to sell Goods on the basis of an occupational license, and the Seller's activities are not subject to any other permits. The relevant Trade and Licensing Office shall perform the necessary occupational licence inspections.
- 7. These General Business Terms and Conditions shall take effect on 10 August 2017.