FOR THE SALE OF PRODUCTS
Ultra Marine Europe, s.r.o.
1. INTRODUCTORY PROVISIONS
1.1 Ultra Marine Europe, s.r.o., Company Id No.: 03434419, with its office in Prague 7, Jankovcova 1587/8, Postal Code 170 00, Czech Republic, is European distributor of Ultra Marine Products (catalogue available at www.ultramarine-anchors.com).
1.2 These Commercial Terms (hereinafter also the “Terms”) contain a general regulation of rights and obligations of the Contracting Parties for purchase contracts regarding the Goods, wherein in the legal status of the seller shall act Ultra Marine Europe, s.r.o. (hereinafter also “UME”), and the other party shall be any individual or legal entity with the legal status of a buyer (hereinafter also the “Client”). Pursuant to Section 1751, Act No. 89/2012 Coll., (new) Civil Code (hereinafter “NCC”) these Terms shall become an integral part of each such Contract.
1.3 In relation to the sale of the Goods, these Terms replace all of the previously used Commercial Terms of UME which relate to cases wherein UME acts as a seller and/or supplier of goods or services; the sale of Goods shall thereby be governed exclusively by these Terms. Concurrent use of any other Commercial Terms for contracts regarding the Goods shall not be permitted and is hereby expressly excluded. It shall simultaneously apply that that these Terms do not apply to the purchase and sale of any goods (or services) of UME other than the Goods
1.4 The wording of the Terms valid and effective at the moment when the relevant purchase contract was concluded shall always be decisive for the legal relationship of UME and the Client.
1.5 These Commercial Terms are publically available at www.ultramarine-anchors.com.
2. NOTICE BEFORE SIGNING A CONTRACT
2.1 The Client may be a consumer or an entrepreneur. For the purpose of these Terms, a consumer means any person who, over and above his/her entrepreneurial activities or outside the actual carrying out of their profession, concludes a contract with UME or otherwise negotiates with it (hereinafter the “Consumer”). An entrepreneur means a person who independently carries out on his/her own behalf and responsibility a gainful activity in a trade or similar manner with the intention to do so consistently for profit, as well as any person that concludes contracts relating to own commercial, production or similar activity, or when carrying out his/her profession, or a person that acts on behalf of or on the account of an entrepreneur (hereinafter the “Entrepreneur”).
2.2 UME informs the Client that
a) When concluding a contract via remote communication means (i.e. via the e-shop) UME shall not invoice any special costs;
b) In relation to concluding a contract, UME does not require a deposit to be paid; however the Goods shall be delivered to the Client only after payment of the purchase price for the delivered goods (see also below);
c) The subject of the contract regarding the Goods is not repeated fulfilment;
d) The contract regarding the Goods is not concluded for an indefinite period of time;
e) The Client shall be entitled to withdraw from the contract regarding the Goods without having to provide a reason within a statutory two-week period, and in the cases described below in these Terms. . It shall be possible to withdraw from the contract via a written notice delivered to UME (see below for details about withdrawing from the contract). The notice form is available for filling-in or download at www.ultramarine-anchors.com,
f) In the event of a withdrawal from the contract regarding the Goods, the Client shall bear the costs associated with returning the provided Goods;
g) UME shall resolve potential complaints of the Client at the following point of contact: address Prague 7, Jankovcova 8/1587, Postal Code 170 00, tel.+420 283 870 032, email: email@example.com; The Client shall further be entitled to lodge complaints with the relevant state supervisory authorities, in particular with the Czech Trade Inspection.
2.3 By sending a written order for the Goods (see below), the Client confirms that he/she was provided the aforementioned information from UME before concluding the contract in question.
3. CONCLUDING A CONTRACT
3.1 A contract shall be concluded between UME and the Client in the manner set out by the legal regulation in the NCC with the specifics set out below.
3.2 The Client shall propose to conclude a contract by filling in on the UME website, www.ultramarine-anchors.com, in the product catalogue or in the “Shopping Basket” section a prepared form, and he/she shall subsequently confirm the completeness, correctness and truthfulness of the filled-in data by clicking on the relevant fields that will appear in relation to filling-in the data. In the form the Client must correctly, completely and truthfully fill-in all of the following obligatory data:
a) Country of delivery
b) Method of transportation and consent with price of the transportation
c) Commercial name (if the Client is a legal entity);
f) Contact telephone number
g) Contact email address;
h) Contact telephone number;
i) Address of residence / registered office
j) Delivery address (if different from the invoicing address)
k) Confirmation of data in the order (by clicking on the relevant field)
l) Payment method, either via a payment card; in such a case the Client shall specify the payment card number with identification of so-called CVV / CVC code, name and surname of the cardholder and term of validity of the card (the Client acknowledges that he/she enters these data in a payment portal environment, i.e. on a payment form and UME does not have access to them), or b) via a bank transfer to the benefit of the UME account (in this case the system will generate the relevant payment order for the Client);
m) Consent with selection of law (Czech law shall be governing for the contractual relationship) and selection of a court (the general court of UME in the Czech Republic shall be the relevant court for deciding in potential disputes);
n) Consent with these Terms.
After filling-in the aforementioned order form (hereinafter the “Order”), by clicking on the relevant field the Client shall send the Order to UME, thereby confirming his/her legal age and legal capacity.
3.3 If the Client does not duly fill-in in the Order all of the aforementioned obligatory data, UME shall inform the Client of such a fact either directly through a notice generated by the system, or via an email message (if the Client’s email address is known to UME), or other suitable manner (if some other contact information instead of an email address is known to UME); if the Order does not contain all of the requisites (and if the Client does not modify the Order as required by potential instructions on the part of UME), the Order shall not be considered a proposal to conclude a contract.
3.4 In order for a contract to be concluded between UME and Client, UME shall accept the Order; UME shall accept the Order by sending to the Client’s email address specified in the Order a confirmation of acceptance of the Order, in which it shall also include the basic terms of the concluded contract. In order to exclude doubts, the Client acknowledges that UME shall not be obliged to accept an Order.
3.5 An Order can be accepted within 10 business days from the date of its delivery to UME – during this period the Order shall be irrevocable, i.e. it cannot be cancelled, unless UME and the Client expressly agree otherwise. Even late acceptance of an Order shall have the effect of a timely acceptance, so long as the Client immediately, at the latest within 2 business days after acceptance on the part of UME, does not impart in writing (email shall be sufficient) to UME that the Client does not consider the acceptance as timely and does not agree with it.
3.6 UME may also accept an Order by acting according to it. I such a case, acceptance of an Order shall be effective at the moment when the act occurred, so long as it occurred on time.
3.7 By filling-in the data into the inquiry internet form and submitting the Order, the Client declares and confirms that all of the data the Client has entered is correct, complete and true, and that the Client expressly and unconditionally agrees with these Terms, undertakes to adhere to the Terms and declares that he/she has become familiar with them to their full extent in advance and that he/she understands them; if this declaration of the Client is or becomes false, incorrect or incomplete (even in part), UME shall be entitled to refuse to enter into a contract, and if it has already been concluded, UME shall be entitled to withdraw from it with immediate effect; this shall not affect the right of UME to compensation for damages incurred to UME as a consequence of inaccuracy, incorrectness or incompleteness of the information or data provided by the Client.
4. SUBJECT OF THE CONTRACT
4.1 The subject of contracts pursuant to these Terms is always the obligation of UME to provide to the Client the selected type/kind of Goods specified by the Client in the Order, under the terms set out herein, and to transfer ownership rights to the Client to the provided specific piece of Goods, and the obligation of the Client to take over the provided piece of Goods and to pay to UME the purchase price for the piece of Goods under the terms and procedure specified herein.
5. PLACE AND TIME OF FULFILMENT
5.1 The place of the delivery of the Goods may be any place in countries that can be selected in the order form. The Client shall not be entitled to choose a different place as a place of delivery of the Goods, and if the Client specifies such a place in the Order, the Order shall not be considered a proposal for concluding a contract and the procedure shall be as specified in Article 3.3 above.
5.2 UME shall deliver the Goods to the Client at the latest with 7 business days from the date the full purchase price for the Goods is paid.
5.3 UME shall transport the Goods to the place of delivery via a contractual carrier; the Client shall pay the transport costs that will be generated by the order form. The Client acknowledges that the transport costs shall depend on the weight of the ordered goods.
5.4 UME shall inform the Client about the intended delivery of the Goods at least 2 days in advance (about the exact date of delivery of the Goods) via email or other suitable method
5.5 The Client shall be obliged to take over the Goods. If UME is not allowed to deliver the goods, the Client shall bear responsibility for damages that are thereby incurred to UME.
5.6 The risk of damage to the delivered Goods shall be transferred to the Client at the moment when UME allows the Client to handle the Goods.
5.7 The Client shall be obliged to confirm the takeover of the Goods in writing.
6. RIGHT OF THE CLIENT – CONSUMER TO WITHDRAW FROM THE CONTRACT
6.1 The Client, who is a Consumer (see Article 2.1 above) shall be entitled to withdraw from the concluded contract via a written notice within 14 days from the date the Goods are delivered, whose form is available to be filled-in or downloaded at www.ultramarine-anchors.com, and to deliver such a notification of withdrawal to UME via mail to the address of UME’s Registered Office.
6.2 In order to exclude doubts it is agreed that the Client – Consumer shall not be entitled to withdraw from the contract if Goods were modified according to the Client’s wishes.
6.3 After withdrawing from the contract the Client – Consumer shall be obliged to immediately, at the latest within 14 days from the date of the withdrawal, to return to UME, at the expense of the Client – Consumer, all of the delivered Goods in the condition in which the Client received them, either in person at the UME premises, or via post or courier service at the address of the UME premises.
6.4 The purchase price paid by the Client – Consumer for the Goods shall be immediately returned to the Client – Consumer, at the latest within 14 days from the date of the return of all of the delivered Goods. However, the Client - Consumer acknowledges that he/she bears responsibility for the eventual decrease in the value of the Goods, which arose as a consequence of handling the Goods in a manner other than the manner in which it was necessary to handle the goods in view of their nature and properties, and the Client – Consumer agrees the purchase prices (which UME shall be returning) shall be decreased by the amount corresponding to such potential decrease in the value of the Goods and also by the amount corresponding with bank fees and possible other costs (delivery fee, packaging, export documentation…).
7. PURCHASE PRICE AND ITS PAYMENT
7.1 The purchase price for Goods is stipulated in the product catalogue available at www.ultramarine-anchors.com, and the Client confirms it within an Order
7.2 The Client shall be obliged to pay the purchase price to UME at the latest within 3 days from the date when the contract was concluded; otherwise UME shall be entitled to withdraw from the contract.
7.3 The purchase price shall be paid either via a bank transfer to the bank account of UME, Account No. IBAN CZ68 03000000 0002 6920 1024, SWIFT/BIC: CEKOCZPP, kept with Československá obchodní banka a.s., or by payment by card (debit or credit) pursuant to Article 7.4.
7.4 If in the Order the Client chooses to pay the purchase price via a payment card, in order to secure such a payment of the purchase price the Client shall provide his payment card identifiers in the payment form when filling-in the Order. Immediately after the contract is concluded, UME shall debit the amount corresponding to the purchase price from the relevant bank account of the Client. If, for any reason at the time when the debiting of the purchase price is carried out a situation occurs that funds in the amount of the full purchase for the Goods are not in the account, or if UME will not be authorized to debit the funds, the Client shall be obliged, upon the request of UME, to immediately arrange for the situation to be remedied and to take all necessary steps to ensure that there are sufficient funds in the account to pay the purchase price, and/or that UME is able to debit them, at the latest within 5 days from the date on which UME requested the Client to remedy the situation. If the Client fails to remedy the situation within the specified period, UME shall be entitled, pursuant to Article 11.1 to withdraw from the contract. In this context, it is agreed that the specified case of not negotiating remedial measures shall be considered a substantial breach of contract on the part of the Client (see also Article 11.1) and the Client shall be liable for all losses and damages incurred to UME in relation to this. The procedure described above shall also be followed in the event that after debiting the purchase price amount from the payment card of the Client, UME will be forced to return these funds to the Client’s bank account in accordance with the rules of interbank and other similar relationships (in such case UME shall first ask the Client to carry out remedial measures, and if Client fails to do so, i.e. does not pay the purchase price, this shall be considered a substantial breach of contract by the Client with the consequences described above in this Article 7.4).
7.5 The moment of the payment of the purchase price shall be considered the crediting of the amount corresponding to the full purchase price to the bank account of UME.
7.6 After payment of the purchase price the UME shall issue to the Client proper settlement in the form of a so-called invoice with the requisites of a tax document, and deliver the tax document to the Client along with the Goods.
8. QUALITY WARRANTY
8.1 UME undertakes that the Goods shall be eligible for use for its regular purpose for two (2) years.
8.2 For the original “Ultra Marine Anchor” UME undertakes that such the anchor shall be eligible for use for its regular purpose, i.e. for anchoring a ship and yacht with those parameters for which the type Goods are intended, for the span of a human lifetime. The specified quality warranty for anchors, however, only applies only if the supplied anchor is installed on the boat or yacht that UME approved in writing as appropriate in terms of its parameters for the installation of the supplied anchor.
9. RESPONSIBILITY FOR DEFECTS
9.1 The Client shall be obliged to immediately ensure a thorough inspection of the provided Goods, at the latest within 7 days from the date of the delivery of the provided Goods.
9.2 The Client shall be obliged to inform UME of obvious defects in writing (email will be sufficient) at the latest within 10 days from the date of the delivery of the provided Goods; otherwise the Client’s right from the obvious defects from the provided Goods shall be terminated.
9.3 Potential hidden defects must be imparted to UME in writing (email will be sufficient) at the latest within 10 days from the date on which the Client ascertained the defect, or could have ascertained it whilst exercising due diligence, at the latest within the warranty period; otherwise the Client’s right from the hidden defects of the provided Goods shall be terminated.
9.4 If the Client is a Consumer, in the event of defective fulfillment, to the Client shall pertain the rights specified below in Article 10 on the part of UME
9.5 If the Client is an Entrepreneur, to the Client shall also pertain the rights specified below in Article 10 under the terms with the limitations specified therein; however, the Entrepreneur shall only be entitled to withdraw from the contract if UME does not arrange for remedial measures in another manner (repair or exchange of the provided Goods, discount on the purchase price) within a reasonable additional period of at least 20 days, provided by the Client for this purpose.
9.6 UME shall not be responsible in any way for a breach of obligations on the part of the Client to adhere to application procedures (instructions for use) set out in the manual for the provided Goods by their manufacturer; in particular UME shall not be responsible in any way to compensate for losses or other damages that are incurred to the Client due to a breach of such an obligation of the Client. The specified manual shall be sent to the Client, along with dispatched Goods.
10. SPECIAL STATUS OF THE CONSUMER
10.1 If the Client is a Consumer, the Client’s rights from defective fulfillment on the part of UME, as set out by the law, shall not be in any way limited or excluded.
10.2 If there is a defect that cannot be removed (i.e. defective fulfillment is a substantial breach of the contract), the Consumer shall be entitled to have the defect removed by being provided with a new item free of defects, or to be provided with a missing item and removal of a defect via the repair of an item, to a reasonable discount from the purchase price for the provided Goods, or to withdraw from the contract. The Consumer shall impart to UME which right the Consumer chooses when reporting the defect, or immediately, at the latest within 2 days after reporting the defect. The Consumer may not change the choice made without the consent of UME; this shall not apply if the Consumer requested the item to be repaired but it turned out that the item could not be repaired. If UME does not remove the defects within a reasonable time period or informs the Consumer that it will not remove the defects, the Consumer may request, instead of having the defect removed, a reasonable discount from the purchase price, or the Consumer may withdraw from the contract. If the Consumer does not choose his/her right on time, the Consumer shall have the rights as in the event of a minor breach of the contract, i.e. as in the event of defects that can be removed
10.3 If it is a defect that can be removed or a minor defect, the Consumer shall be entitled to have the defect removed, or to a reasonable discount from the purchase price for the provided Goods. The Consumer shall impart to UME which right the Consumer chooses when reporting the defect, or immediately, at the latest within 2 days after reporting the defect. If UME does not remove the defect to the item on time or refuses to remove it, the Consumer may request a discount from the purchase price, or the Consumer may withdraw from the contract. The Consumer may not change the choice made without the consent of UME
10.4 The Consumer may not withdraw from the purchase contract or request that a new item be provided if the Consumer is unable to return the item in the condition in which the Consumer received it; exceptions are set out by the law (see Section 2110, NCC).
10.5 If the Consumer does not report the defect on time the Consumer shall lose his/her right to withdraw from the contract. If the Consumer does not report the defect immediately, at the latest within 2 days after the Consumer could have ascertained the defect during a timely inspection and whilst exercising sufficient care, the court shall be entitled to not to grant to the Consumer the right from defective fulfillment. The same shall apply for a hidden defect if the defect was not reported immediately, at the latest within 2 days after the Consumer could have ascertained it whilst exercising sufficient care.
10.6 If the Consumer has the aforementioned rights from defects, the Consumer shall be entitled to compensation for costs reasonably incurred whilst exercising such a right. However, if the Consumer does not exercise the right for compensation within one month after the expiration of the period during which it is necessary to report the defect, the court shall not grant the Consumer’s right, if UME objects that the right was not exercised on time.
10.7 The Consumer shall not be entitled to a right from defective fulfillment if the Consumer knew before taking over the item that it was defective, or if the Consumer caused the defect.
10.8 The Consumer shall not be entitled to the right from the warranty if an external event caused the defect to the item after the transfer of the risk to the Consumer; this shall not apply if UME causes the defects.
10.9 If the Consumer exercises his/her right from defective fulfillment, UME shall confirm to the Consumer in writing when the Consumer exercised such a right, and the repair and its duration.
10.10 UME hereby informs the Consumer that (a) that UME shall archive the concluded contract in electronic form on its server, and the Consumer shall not have access to it, (b) the contract may only be concluded in the Czech or English languages, (c) the contract may be concluded using the methods specified above in these Terms, and (d) the Consumer shall be entitled to check and change the input data specified by the Consumer in the Order before sending it.
11. WITHDRAWAL FROM THE CONTRACT
11.1 UME shall be entitled to withdraw from the contract if the Client substantially breaches it Such a substantial breach shall be considered in particular failure to provide cooperation with the delivery of the Goods, or if the Client is overdue in paying the purchase price (including failure to arrange for remedial measures in the event of the forced return of the paid purchase price - see Article 7.4). UME shall also be entitled to withdraw from the contract if, during the period after the contract was concluded, it learns that the stocks of the Goods were depleted (in this relation the Client acknowledges, in particular, the fact that UME’s warehouse software systems are not connected with the on-line Order system, and UME therefore can only ascertain after confirming an Order that it does not have available the Goods requested by the Client, and that it will not be able to provide to the Client the ordered Goods).
11.2 The Client shall be entitled to withdraw from the contract in the event of substantial breach on the part of UME, and in the cases set out in these Terms.
12. PROTECTION OF PERSONAL DATA
12.1 Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 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) (hereinafter “GDPR”), UME is the controller of the Client’s personal data.
12.2 The Client acknowledges that UME will process the personal data that the Client has provided – i.e. name, surname, address, e-mail, ohone – for the purpose of (i) fulfilling the contract concluded between UME and the Client, (ii) fulfillment of its obligations set out by the law (in particular regarding accounting and tax) and (iii) protection of its lawful interests (in particular claim enforcement). UME will process Client’s personal data during the term of the contract between UME and the Client and for 3 years after its termination (or longer if required by the law).
12.3 The Client acknowledges that his/her personal data may be disclosed to and processed by data processors authorised by UME and may be accessed by authorized employees and workers of UME, or of the data processor; with regard to personal data, the individuals are bound by confidentiality obligations.
12.4 UME and any further data processor (that UME may authorise) undertake to ensure that in relation to the processing of the Client’s personal data the Client’s rights are not damaged, and undertake to adopt such appropriate organisational and technical measures that shall protect the data from unauthorized or random encroachments or access by third parties, from changes being made to them, from destruction, loss, unauthorized transfers and from other misuse.
12.5 The Client further acknowledges that he/she has (i) right of access to his/her personal data, (ii) the right to request correction or erasure of his/her personal data, (iii) the right to request restriction of his/her personal data processing, (iv) the right to data portability, (v) the right to object to processing of his/her personal data and (vi) the right to file a complaint with the Office for Personal Data Protection. More detailed information on personal data processing may be provided to the Client upon request. UME contact details for this purpose: Jan Langšádl, firstname.lastname@example.org, +420603920777.
13. SPECIAL PROVISIONS
13.1 UME reserves the right to change these Terms; pursuant to Section 1752, Civil Code; it is negotiated in this relation that UME shall inform the Client of such a change immediately via email. The Client shall be entitled to refuse such a change. If the Client does not accept such a change, such a change shall not be effective toward the Client.
14. CLOSING PROVISIONS
14.1 The contractual legal relationships, of which these Terms are a part, shall always be governed by Czech law.
14.2 The court for deciding on potential disputes between UME and the Client shall always be the general court for UME in the Czech Republic.
Ultra Marine Europe, s.r.o.
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