english rusky cesky
Košík Cart: Your Cart Is Empty

Purchase Terms

General Terms and Conditions for the Sale of Goods of imeon s.r.o.

1. Scope of Application of the General Terms and Conditions
1.1 In accordance with Sec. 273 of Act No. 513/1991 Coll., as amended (the "Commercial Code"), these General Terms and Conditions (the "T&C") of imeon s.r.o., identification No. 242 72 612, with its registered office at 182 00 Prague 8 - Libeň, Na štěpnici 1650/29, entered in the Commercial Register kept by the Prague Municipal Court in Section C, File No. 199356 (the "Seller") apply to any and all deliveries of goods and services and other relations under the law of obligations between the Seller and their client, i.e., in particular, a consumer or a business entity - commercial buyer (the "Buyer").

'Consumer' designates a natural person who does not enter into, and perform under, the purchase contract with the Seller as a part of pursuing their business or other commercial activities or as a part of pursuing their freelance profession, but as a private individual.

The legal relations between the Seller and the Consumer (to the extent that they are not expressly addressed by these T&C) are governed by the relevant provisions of the Civil Code (Act No. 40/1964 Coll., as amended) and the Consumer Protection Act (Act No. 634/1992 Coll., as amended), and related laws and regulations.

'Commercial Buyer' means:

  • a person entered in the Commercial Register
  • a person doing business based upon a trade license,
  • a person doing business based on a license (other than a trade license) attained under special law, and
  • a person concerned with agricultural production activities who is entered in the records maintained according to special law.

The legal relations between the Seller and the Commercial Buyer (to the extent that they are not expressly addressed by these T&C or the contract between the Seller and the Buyer) are governed by the relevant provisions of the Commercial Code (Act No. 513/1991 Coll., as amended) and related laws and regulations. In the event of discrepancies between the T&C and the individual contract, the wording of the contract enjoys preference.

These T&C also applies to future contracts made by the Seller; unless were expressly agreed in writing to the contrary, these T&C apply, mutatis mutandis, also to other relations between the Seller and the Buyer under the law of obligations (such as contracts for work, the supply of goods which are yet to be manufactured, etc.).

1.2 These T&C are an integral part of the contracts made between the Buyer and the Seller; they apply without restriction unless agreed otherwise in writing in individual contracts with the Buyer. By entering into a contract with the Seller or, as it were, placing their order, the Buyer agrees that the contractual relation to which the contract gives rise shall be governed by the provisions of the Commercial Code (with the exceptions set out above).

By placing their order, the Buyer also confirms that they have familiarized themselves with these T&C, an integral part of which are the Rules of Procedure for Complaints, and that they approve of these documents in the version which is currently in force (i.e., as of the moment in which the order is sent), as per the published wording on the website of the Seller: www.sentineltailors.com.

The Buyer is aware that by buying products from the Seller's commercial offer (portfolio of goods), they acquire no use license for registered trademarks, business designations, corporate logos, or patents of the Seller or third parties, unless where specifically agreed in a separate agreement in the individual case.

1.3 Diverging provisions contained in the Buyer's own General Terms and Conditions, or other terms and conditions, shall only apply if this was expressly agreed in writing by both Parties in the contract, and then only in the specified scope. The fact that the Seller may render performances to the Buyer in accordance with their order without reservations or objections does not imply that the Seller acknowledges or accepts diverging provisions set out in the Buyer's General Terms and Conditions.
2. Orders, Formation of Contract
2.1 As of the moment in which the order reaches the Seller, it becomes binding upon the Buyer. The Buyer is bound by their order for four weeks from the moment of its delivery to the Seller. The contract is deemed made as of the moment in which the Seller's written confirmation of the order reaches the Buyer. If the Seller does not confirm the order within the four-week period, it is held that no contract was made. The requirement of the written form is deemed met also in the following cases: (i) the Buyer sends an order to the Seller via e-mail, without electronic signature, (ii) the Seller confirms the Buyer's order via e-mail, without electronic signature. The Seller's offers are non-binding and do not constitute an offer to contract.
2.2 To the extent that industrial property rights, ownership rights, or copyrights pertain to plans, proposals, calculations, or other documents of the Seller, these remain exclusively reserved by the Seller. The Buyer has no control over the subject matter of such rights.
2.3 Barring the Seller's prior written consent, plans, proposals, calculations, or other documents may not be disclosed to third parties and must be kept secret.
2.4 Product quality specifications do not imply any warranty claims.
3. Confidentiality
3.1 The Seller represents and affirms that any and all personal data is confidential, will be used solely to consummate the contracts with the Buyer and for the purpose of the Seller's marketing events; such data will not be published, made available to third parties, etc., with the exception of situations in connection with the distribution of goods or with payment transactions for goods ordered (which involves the communication of names and delivery addresses). The Seller shall always proceed such that the rights of the data subject are in no way infringed, i.e., in particular, the right to human dignity, and shall see to it that the data subject is protected from unwarranted interference with their private and personal life. The personal data which the Buyer has voluntarily disclosed to the Seller for the purpose of completing orders or participation in the Seller's marketing activities is being aggregated, processed, and archived in compliance with the applicable Czech laws, i.e., in particular, the Data Protection Act (Act No. 101/2000 Coll., as amended).

The Buyer hereby consents vis-a-vis the Seller to the aggregation and processing of such personal data for the purpose of consummating the subject matter of the purchase contract made with the Seller, and for the purpose of the Seller's marketing activities (i.e., in particular, the distribution of commercial messages, telemarketing, SMS); this consent is deemed given until it is being revoked in writing, by way of a notice sent to the headquarters of imeon s.r.o., IČ: 242 72 612, at 182 00 Prague 8 - Libeň, Na štěpnici 1650/29, Czech Republic. For the purposes of this provision, "written notice" may also be given in electronic form, i.e., in particular, via the contact form on the website www.sentineltailors.com. The Buyer has the right to access their own personal data and to demand that incorrect data be rectified (using the above-mentioned contact form), as well as to demand explanations and remedies for any defective state of affairs, and retains all other statutory rights with respect to such data.

4. Purchase Price, Payment Period, Terms of Payment
4.1 Unless the price has been agreed in a written contract (confirmed order by the Buyer), the prices apply as specified by the Seller in the offer based upon which the Buyer placed their order.
4.2 Unless the Seller and the Buyer agree otherwise, the purchase price includes freight and packaging, whereas the EXW (Incoterms 2000) clause - ex works of the Seller - applies. The purchase price does not include customs fees or VAT (if any), or any other charges and fees to be paid by the Buyer.
4.3 The Price is net of VAT. VAT in the statutory amount will separately be added to the purchase price, at the current rate on the day of taxable supplies.
4.4 Unless expressly agreed otherwise in writing, the purchase price for individual performances (deliveries) of the Seller is due for payment within 14 days from the day on which the purchase contract was made (and in any case no later than before the manufacturing of goods commences).
4.5 Unless expressly agreed otherwise in writing, the purchase price for individual performances (deliveries) of the Seller is due for payment within 14 days from the day on which the purchase contract was made (and in any case no later than before the manufacturing of goods commences).
4.6 The Buyer must not set off own claims against the Seller's receivable, with the exception of claims which the Seller has acknowledged in writing or which were awarded against the Seller in a non-appealable ruling. The same applies to the exercise of any right of retention concerning the Buyer's claims.
4.7 If it becomes apparent, after the contract was made, that the Buyer does not duly and timely discharge its obligation or, as the case may be, if the due and timely discharge of the Buyer's obligation is in jeopardy due to the Buyer's inability to perform (or with a view to the Buyer's conduct during the preparatory stage), the Seller may withhold their own performance until the Buyer has rendered performance (or provided additional collateral securing their performance). The Seller may impose a commensurate time period (of at least three business days) during which the Buyer must provide additional collateral. If this time period lapses without result, the Seller may withdraw from the contract. If such circumstances as described in the first sentence arise, the Seller may call the purchase price due for immediate payment; in addition, the Seller may demand that the Buyer promptly settle all their outstanding obligations vis-a-vis the Seller (irrespective of previously agreed payment periods). The conditions referred to in the first sentence of this provision are deemed fulfilled, in particular, if the Buyer is in default with the settlement of any financial obligations, or if the criteria for declaring bankruptcy over the Buyer's assets are met, and/or if the Buyer has restricted and/or reoriented their previous business activities.
5. Terms of Delivery
5.1 Unless expressly otherwise agreed in writing, all delivery periods are preliminary, non-binding estimates; the Seller will deliver the goods to the Buyer by such date or within such time period as specifically announced to the Buyer. The delivery period begins on the day on which the order has been confirmed by the Seller and the purchase price has been paid by the Buyer. Announced delivery periods may only be invoked if the Buyer has duly and timely discharged all their own obligations and rendered all necessary assistance towards consummation of the contract. The Seller may deliver at any point during the delivery period and the Buyer is not entitled to refuse acceptance. The delivery period is deemed observed if the Seller's notice wherein the Seller informs the Buyer of the place of handover and the fact that they may now dispose of the goods has been sent within the delivery period (unless delivery to a fixed destination - place of delivery - has been agreed).
5.2 The Seller is not in default if the goods were delivered after the delivery period has lapsed due to events caused by force majeure which have impact on the Seller's performance, or the performance of the Seller's suppliers, or if other circumstances have occurred which relieve the Seller from liability. If such circumstances render performances impossible, or if the Seller cannot be reasonably expected to perform under them, then the Seller is relieved from their obligation to perform.
5.3 If delivery by shipping has been agreed, then the authoritative date for determining whether the delivery period has been observed is the day on which the goods left the plant, operating premises, or warehouse of the Seller. If the goods cannot be dispatched for no fault of the Seller, then the authoritative date for determining whether the delivery period has been observed is the day on which the goods were ready to be shipped.
5.4 In the event that the Seller is in default with the delivery of the goods, the Buyer must set a commensurate additional time period during which the Seller shall perform, by delivering written notice to the Seller. If this additional time period lapses without result, then the Buyer may withdraw from the contract, unless partial performances have in the meantime been rendered.
5.5 Subject to an explicit agreement in writing on a specific place of performance, the place of performance is the Seller's headquarters; the Seller discharges its obligation to deliver the goods by putting the goods under the control of the Buyer at their headquarters. The Buyer must arrange for the takeover of the goods and the pertinent documentation, and render all necessary assistance to the Seller.
5.6 If the Parties have an explicit agreement in writing whereby delivery is by shipping, then the goods are considered delivered upon being handed over to the first shipper. The Seller may determine the manner and route of shipping, and choose the forwarding agent or shipper. The Buyer is liable for any default or damage caused by the fact that the Buyer ordered a change of the shipping method or route. Unless expressly agreed otherwise in writing, the Buyer bears the costs and all risks pertaining to the transport and the loading and unloading of the goods.
5.7 The Buyer must accept the goods. If the Buyer fails to arrange for the prompt takeover of the goods, or if the goods cannot be shipped to a given specific destination, then the Seller may at its discretion, and at the expense and risk of the Buyer, arrange for storage of the goods. The costs of re-shipping, re-packaging, and other related costs are borne by the Buyer. No later than as of the moment in which the goods have been put into storage in the terms of this provision, the Seller's obligation to deliver is deemed fulfilled. If the goods are not accepted and taken over even upon an additional notice by the Seller, then the Seller is entitled to sell the goods at the expense of the Buyer.
5.8 The Seller is entitled to render partial performances, and the Buyer must accept them.
5.9 The Seller procures insurance for the goods, whereas such insurance is always at the Buyer's expense.
5.10 If the Parties have an explicit agreement in writing according to which the goods are to be handed over based on a handover protocol, then the handover procedure shall take place promptly after the notice to the Buyer has been delivered according to which the Buyer may dispose of the goods or, as the case may be, the goods are prepared for shipping; such handover procedure shall always take place at the Seller's plant, operating premises, or warehouse. The Buyer bears all own costs in connection with the takeover of goods pursuant to this provision. The Buyer must accept the goods even if they were delivered with defects amounting to a negligible breach of contract. If the goods are not accepted duly and in time in accordance with this provision for no fault of the Seller, then the goods are deemed duly and timely delivered.
6. Transfer of Risk
6.1 The risk of damage to the goods (Sec. 368 (2) of the Commercial Code) passes unto the Buyer:
  • as of the moment in which the Seller gave notice according to which the Buyer may now dispose of the goods (in those cases in which the Seller discharges its delivery obligation by putting the goods under the control of the Buyer), or
  • as of the moment in which the goods have been handed over to the first shipper, forwarding agent, or party in charge of transporting the goods to the Buyer (in those cases in which delivery via shipping has been agreed).

In any case, the risk of damage to the goods passes unto the Buyer no later than as at the moment in which the goods leave the plant/operating premises/warehouse of the Seller.

6.2 In the event that the Buyer is in default due to their failure to accept the performance offered by the Seller or to render the necessary assistance such that the Seller may discharge their obligation, the Seller may demand compensation of the damage thus incurred. During the period of default on the part of the Buyer, the risk of damage to the goods lies with the Buyer.
7. Complaints and Liability for Defects
7.1 The Seller's Rules of Procedure for Complaints are an integral part of (and has been attached to) these T&C and describe how to proceed when making a complaint concerning goods purchased from the Seller.
8. Final Provisions
8.1 The Parties will endeavor to resolve such disputes as may arise between them by way of an amicable understanding. The court with jurisdiction over disputes between the Seller and the Buyer is the court in whose district the Seller is incorporated.
8.2 These T&C and all contracts between the Seller and the Buyer are governed by Czech law, i.e., in particular, the Commercial Code (Act No. 513/1991 Coll., as amended). The provisions of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention) of 11 April 1980 shall not apply.
8.3 If any of the provisions of these T&C or of a contract between the Parties is or becomes invalid or inoperative, then this shall have no bearing on the validity and operativeness of the remaining provisions. The Seller and the Buyer undertake to replace such invalid or inoperative provision with a valid, operative, and enforceable provision which respects the economic rationale and purpose behind the original provision to the greatest possible extent. The same applies to gaps in the contract.
8.4 These T&C come into force and effect on 30 October 2012. The Seller reserves the right to amend these T&C in the future, whereas the Buyer will be notified of such change. The Buyer undertakes to familiarize themselves with the amended T&C and to enter into any subsequent contracts in accordance with them.

PDF Download