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Business Terms & Conditions

I. Introduction

1. The following Delivery Terms and Conditions (“Conditions) are Business Terms and Conditions in sense of Section 1751 of Act No. 89/2012, The Civil Code, as amended (“Civil Code“).

Unless otherwise stipulated in the contract, these terms and conditions shall determine the legal relationship between the customer of the goods („Customer“) and the supplier of the goods – BOLA spol. s.r.o., with its registered office at Charkovská 399/16, 101 00 Prague 10, registered in the Company Register with the Municipal Court in Prague, File No. 2611, Co. Reg. No. 186 30 219, tel. nr. +420 257 310 358, email: bola@bola.cz (hereinafter referred to as “BOLA spol. s.r.o.“ or “Supplier“), regardless of the particular type of contract between them. The specification of the delivered goods (“delivery of goods”) is defined by a contract, either in the form of a two-sided written agreement between the parties, which is explicitly marked as a contract, or in the form of a written order and its written confirmation as identical expressions of will on the content of the contract. The Customer is required to become acquainted with these terms and conditions before submitting the order. By sending the order, you agree to these terms and conditions.

2. The Supplier explicitly warns costumers and other consumers to the choice of the law of the Czech Republic as the applicable law in Article VIII. 1 of these Business Terms and Conditions, when it is made in accordance with article 3, paragraph 1 of regulation of the European Parliament and the Council No. 593/2008 of 17th June 2008 on the applicable law to contractual obligations (Rome I) (“Rome I Regulation“).

II. Pre-Contractual Representations and Warranties

1. BOLA spol. s.r.o. represents and warrants:

a) the cost of distance communication is subject to no additional fees, this does not apply to transportation, shipping and packing;

b) requires to pay the purchase price before accepting the goods from Supplier, advance payment is required in cases where it is expressly agreed between the parties;

c) the subject of the purchase contracts concluded between the Supplier and the Customer is not repeated performance nor contracts concluded for an indefinite period;

d) Customer can and may withdraw from the agreement (unless otherwise stipulated below) within a period of 14 days commencing on the day of

i) receiving the goods (purchase agreements),

ii) receiving the last delivery (agreements for the purchase of several types of goods/delivery of several parts); or

iii) receiving the first delivery (ongoing contracts)

and do so in writing/in person either by sending the notice of withdrawal to the registered address of Supplier or completing the form available on the Supplier’s website.

e) the costs incurred in association with returning the goods and costs of the returning the goods other than by ordinary post if the nature of such goods so precludes are borne by the Costumer;

f) any complaints can be made by sending an e-mail to the Supplier or report to the supervisory/state supervision authorities;

g) the concluded contract will be deposited with the Supplier and the Costumer will have access to it, when access to the contract is necessary, ask the supplier by email, in writing to the registered address or by telephone;
h) the contract can be concluded in Czech or English;

i) contract between Costumer and Supplier is by accepting the offer to enter into the agreement as displayed on the website operated by Supplier and in particular by adding the requested product to the cart. The Costumer can change the products added to the cart as well as the selected shipping and payment method, i.e. check the order details before placing a firm order. The Customer has the option to cancel the order prior to the final order confirmation, as well as to check and change all input data, dates and other information entered by the Customer in the order. The purchase agreement is entered into upon the moment the Customer submits the order and the order in question is received by the Supplier. The Customer is informed about the executed agreement in a confirmation email letter sent by the Supplier to the email address provided by the Customer.

j) the prices listed are final including all taxes and charges, this price does not include transportation, shipping or other services related to the delivery and delivery of the goods to the Customer, the delivery costs may be additionally charged;

III. Customer’s rights due to defective performance

1. Supplier guarantees to the Customer that the product is free from defects when received by the Customer. In particular, Supplier guarantees to the Customer that, at the moment the product is received by the Customer

a) the product has the characteristics agreed by the parties or (if no agreement is reached), the characteristics described by the Supplier or the manufacturer or expected by the Customer with reference to the nature of the goods;

b) is supplied in quality and design, suitable for the purpose of the contract and apparent from the description of the supplier or for the purpose for which the said matter is normally used;

c) the goods are delivered in the appropriate quantity, quality and design; 

If the product is found faulty within six months after having been received by the Customer, the product is deemed to have been faulty already when received by the Customer.

2. Unless stipulated otherwise, the Customer may and can claim faulty consumer goods within 24 months after receipt. This does not apply to:

a) discount-related defects;

b) usual wear and tear;

c) defects caused by ordinary use or wear and tear and evident at the moment of receipt by the Customer; or

d) cases implied by the nature of the case.

3. Improper performance cannot be claimed if the Customer was aware about the defect before accepting the product or if the defect in question was caused by the Customer.

4. Material Breach

If improper performance constitutes a material breach of the agreement, the Customer may and can:

a) have the defect removed by being delivered a new defect-free product or the missing part if such is not unreasonable with respect to the nature of the defect in question; in case of a component part affected by the defect, the Purchaser can only claim that the component part in question be replaced; if such is not feasible, the Purchaser may withdraw from the agreement; if, however, the above is not reasonable with respect to the nature of the defect in question, especially if the defect can be removed without undue delay, the Purchaser may and can have the defect removed for free;

b) have the defect removed by repair;

c) be given a reasonable discount on the purchase price; or

d) withdraw from the agreement.

When claiming the defect in question, the Customer informs the Supplier as to which of the aforementioned options the Customer has selected and does so either immediately or without undue delay thereafter whereby the selected option can be then changed only if so approved by the Supplier; with the exception of a defect requested by the Customer to be repaired and subsequently being identified as irreparable. If the defects are not removed by the Supplier within a reasonable period or if the Customer is informed by the Supplier that the defects in question will not be removed, the Customer may and can claim a reasonable discount on the purchase price instead of withdrawing from the agreement or withdraw from the agreement.

If the Customer fails to select one of the options mentioned above, the rights implied by immaterial breach apply. Rights arising from immaterial breach of contract are set forth in clause III. 5 of these General Terms and Conditions.

5. Immaterial Breach

a) If improper performance constitutes other than material breach, the Customer may and can have the defect removed or be given a reasonable discount on the purchase price.

b) Unless the Customer claims the discount on the purchase price or withdraws from the agreement, the Supplier may deliver the missing parts or remove the legal defect. Other defects can be removed at the Supplier’s discretion either by repair or delivery of a new product.

c) If the Supplier fails to remove the defect in due course or refuses to remove the defect, the Customer may claim a reasonable discount on the purchase price or withdraw from the agreement whereby the selected option can then be changed only if so approved by the Supplier.

6. Timeliness of the defect notification by the Customer

Customers failing to report the defect without undue delay after the defect could have been identified by the Customer had the product been examined in due course and with sufficient care will not be adjudicated by court the rights under improper performance. The same applies also to a hidden defect not reported without undue delay after the defect could have been identified by the Customer had the product been examined with sufficient care, however, not later than within two years after the product has been delivered to the Customer.

IV. Prices, payments

1. The price is negotiated by agreement and does not include value added tax (“VAT“), which will be added according to the relevant legal regulations. The price does not include any transportation, shipping, packing etc.

2. The Customer is obliged to pay the price to the Supplier based on the invoice issued by the Supplier – a tax document sent to the Customer. The invoice must include all the details of the tax document as it follows the relevant legislation. The maturity of the invoice is set out in a separate part of these terms. The price must be paid to the Supplier’s bank account and must be credited to this account without any deductions and any unilateral reductions or detentions. The Customer's debt is met when the amount in question is credited to the Supplier’s account.

3. In the event of Customer's delay with payment of the invoiced amount, the Customer is obliged to pay to the Supplier interest on late payment of 0,05% of the total amount owed (including VAT) for each commenced day of delay. Default interest may be credited by the Supplier either at the time of payment of the amount owed or termination of the contract, or in partial manner over a certain period of delay. The Customer is obliged to pay to the Supplier the invoiced amount of interest on late payment within 14 days of the issuance of the relevant bill. The right of the Supplier to damages in full is not affected.

4. Under the Sales Records Act, the seller is required to issue a receipt to the buyer. At the same time, he is required to register the received revenue with the tax administrator online; in the event of a technical failure, within 48 hours at the latest.

V. Handover and Takeover of Delivery

1. The Customer is obliged to take over the supplied delivery properly. If the Customer is in delay with taking over the delivery, the Supplier is entitled to request from the Customer all costs incurred in connection with the Customer’s delay.

2. The Supplier will deliver the delivery by handing it over to the Customer or by delivering the goods to the agreed place at the agreed time, even if the Customer fails to take over the delivery or unlawfully refuses it or refuses to confirm the delivery protocol unjustifiably. In such a case, the Supplier is not obliged to attach to the invoice the delivery protocol, although such obligation has been agreed between the parties in the contract: it is sufficient only the Supplier's statement of the relevant facts mentioned in the first sentence of this paragraph.

3. The Customer is obliged to inspect the subject of delivery when taking over. If this is not possible (but not for reasons on the part of the ordering party), the Customer is obliged to arrange the inspection of the subject of delivery as soon as possible after handover.

4. The Customer is not entitled to refuse to accept the delivery if the delivery shows only minor or insignificant defects that do not affect the functionality of the delivery.

5. The Supplier is authorized to make delivery by providing several partial deliveries. The Customer is obliged to pay a part of the price after completing such partial delivery.

VI. Delivery date

1. Supplier fulfillment is conditional to the Customer not being in default with any payment for goods that have been delivered under another contractual agreement between the Supplier and the Customer. During the period of such delay of the Customer, the Supplier is not in delay with the provision of the respective delivery and the agreed term is extended for a period corresponding to the length of the above mentioned delay of the Customer.

2. If an advance payment or payments are provided, the Supplier is not obliged to deliver the goods before such payment or payments are made.

3. If delivery is not made within the agreed time due to circumstances of force majeure occurring in the period from the beginning of the contract to the stipulated deadline for delivery, this delivery term is reasonably prolonged. Force majeure is considered to be a hindrance which obstructs the obligated party in the performance which has occurred independently of its will, for which it can not reasonably be assumed that the obligated party would avert or overcome this obstacle or its consequences and which did not arise until the time the obligated party was in default of fulfilling its obligation and which did not arise from the economic relations of the obligated party. In particular, natural disasters (such as flood, storm, unusual heat, unusual cold, unusual drought, tornado, blizzard, tropical storm, hurricane, hail, landslide, volcanic eruption and its consequences, slit, avalanche, earthquake and its consequences, unusual solar eruptions, the impact of a space object, etc.), war, mobilization, riots and similar events, strikes, closures, delays or non-granting of official authorization (in particular export authorization from the competent authority in the producer country) delivery is necessary.

4. The Supplier is authorized to make the delivery even before the agreed performance date: such performance is considered to be proper and the Customer is obliged to accept it.

VII. Transfer of Ownership, Risk of Damage

1. The Customer acquires ownership of the subject of delivery by full payment of the purchase price. The subject of delivery remains until the full payment and takeover to the Supplier, without prejudice to the arrangements for the passing of the risk of accidental destruction of the delivery to the ordering party.

2. The risk of damage to the delivery passes to the customer as follows:

  • upon delivery of the goods at the moment of taking over the goods (or agreed partial deliveries) by the Customer or by sending it or handling it over to the carrier. At the Customer’s request and cost, however, the Supplier may provide delivery insurance against normal transport risks.

3. If, for reasons on the part of the Customer, the delivery is delayed or the delay of delivery to the carrier, or delaying the commencement or termination of the installation, assembly or trial operation, the risk of damage to the delivery on the Customer occurs on the first day of such delay by the Customer.

VIII. Withdrawal

1. Contracting Parties may withdraw from the contract only in cases of material breach of contract or in cases expressly provided for in the contract or in such conditions or in cases expressly provided in law regulations, if they can not be derogated from. Withdrawal shall take effect on the date of delivery to the other Contracting Party.

2. A material breach of contract means:

  • Supplier’s delay in delivering the goods, which is the Supplier’s fault and which is longer than 30 days. Upon expiry of this period, the Customer shall promptly notify the Supplier in writing whether he insists on the delivery. If the Customer insists on its execution, it can withdraw from the contract only after a further expiration of 30 days after delivery of the written notice to the Supplier,
  • Customer’s delay in paying the invoiced amount which is longer than 30 days

3. The Contracting Party shall be entitled to withdraw from the contract with effect from the date of delivery of a manifestation of will to withdraw from the other Contracting Party if:

  • a decision on the bankruptcy of the other Contracting Party was issued by the competent insolvency court;
  • the other Contracting Party has ceased its payments;
  • the other Contracting Party filed for insolvency court to issue a decision regarding the bankruptcy of the other party;
  • against the assets of the Contracting Party, the execution or execution of the decision is carried out for more than 60 days following the commision of the court executor.

4. The Contracting Parties shall also be entitled to withdraw from the contract if the force majeure situation prevents delivery for more than 3 months.

5. The Supplier shall be entitled to withdraw from the contract in the event that the Customer becomes deferment of monetary liabilities for more than 30 days, regardless of whether these monetary liabilities result from a contract from which it is withdrawn, or from another, or for any other legal reason. In the event that the Supplier does not withdraw from the contract, he is not in default of fulfilling any obligation arising from such contract, for as long as the respective financial obligation of the Customer is not fully paid.

IX. Compliance with the law

1. The Contracting Parties undertake to comply with legislation, including the fields of combating corruption, money laundering, protecting competition, as well as other criminal or administrative law.

2. The Contracting Parties undertake not to tolerate any form of corruption or bribery, respectively. not to engage in any form whatsoever, including the obligation to not tolerate any unlawful offer of payments or similar fulfillment to public officials (persons acting in public authorities or other entities controlled by the public authorities) to influence their official performance or ensure an unjustified advantage in relation to the business of a Contracting Party.

X. Applicable law and Dispute solving

1. The legal relationship of the parties, as well as all rights and obligations arising from the contractual relationship between the Customer and BOLA spol. s.r.o. is governed by the law of the Czech Republic. The law of Czech Republic also governs all non-contractual claims, rights and obligations of the parties if they have their basis in a closed contractual agreement between the Customer and the company BOLA spol. s.r.o. If the contract or these conditions do not contain the actual adjustment, the rights and obligations of the parties are governed by Act No. 89/2012 Coll., The Civil Code, as amended.

2. If the Customer is a consumer and has his registered address in state of the European Union other than the Czech Republic, the Customer is not deprived of the protection afforded by the provisions of the country's legal order as a result of the election of the Czech Republic , in which the consumer has his habitual residence. Within the meaning of Article 6, coll. 1, letter a) The Rome I Regulation targets BOLA spol. s.r.o. its business activity to all Member States of the European Union when it supplies its goods to the Customers in all Member States of the European Union.

3. The Costumer hereby informs according to the provisions of Section 14, par. 1 of Act No. 634/1992 Coll., on Consumer Protection, as amended, in a clear, comprehensible and easily accessible way about the subject of out-of-court settlement of consumer disputes, which is for the type of offered, sold, supplied or mediated product or service in substance. This subject is  Czech Trade Inspection, Central Inspectorate – department  ADR, Štěpánská 15, Praha 2, Zip Code 120 00, web page http://adr.coi.cz. 

XI. Miscellaneous

1. If any provision of the contract or these terms becomes invalid, unenforceable, implied or ineffective, such fact of validity, enforceability or effectiveness of other terms of the contract or terms does not affect it. In this case, the parties to the contract are obliged to make every effort to conclude an amendment to the contract whereby the invalid, unenforceable or ineffective clause is replaced by a new one best suited to the originally intended economic purpose.

2. Written form, within the meaning of these terms, means a document either (a) in printed form and sent to the address of the other Contracting Party indicated in the contract; (1) delivered by post or by courier service or by any other means enabling the return receipt to be returned to the sender; 2) by fax to the fax number of the party specified in the contract with the delivery receipt, or b) in electronic form and sent by e-mail.

3. The document is deemed to have been delivered on the third working day after it has been sent to the appropriate address (fax number, e-mail address) of the Contracting Party in any of the ways mentioned in the previous paragraph, even if the addressee has not accepted the document.

4. The use of § 1726, § 1728, § 1729, § 1740 par. 3, § 1757 par. 2 and 3, § 1950 of the Civil Code is excluded.

5. Any disputes arising out of or in connection with the agreement will first tried to be settled by an agreement. If it does not, the court will decide the relevant court or, for example, the Czech Trade Inspection.

6. These terms and conditions together with the document (invoice-tax document), attached to this document, constitute a complete agreement and replaces any prior arrangement between the parties regarding the subject of this contractual agreement.

7. The Supplier is entitled to assign a contract to another person.

8. The contract can be changed and amended only by written numbered amendments signed by both parties