General Terms and Conditions
governing the relationship between
- LANIK s.r.o., registered office Boskovice, Chrudichromská 2376/17, post code 680 01, company Id. No.: 28470991, registered in the Commercial Register kept at the Regional Court in Brno, section C, insert 71917, acting through its executive director Mr. Igor Láník (hereinafter referred to as “LANIK”); e-mail contacts: firstname.lastname@example.org; and
- Customers of LANIK, i.e. persons entering into negotiations regarding products offered by LANIK with the purpose to conclude a purchase contract between this person as the buyer and LANIK as the seller (hereinafter referred to as “Customer”).
1. Introductory Provisions
These General Terms and Conditions (hereinafter referred to as “GTC”) define and specify the rights and obligations of LANIK and its customers in the sale and purchase of products and services. All deliveries of products and services shall be carried out under the conditions set out herein, unless agreed otherwise by LANIK and a particular customer.
2. Definition of Terms
For the purposes of these GTC the following expressions shall have the meaning below:
- “Purchase Contract”
- shall have the meaning set out in Art. 3.4 hereof
- “Order Confirmation”
- shall have the meaning set out in Art. 3.2 hereof
- “Product Documentation”
- shall mean certificates of quality, technical specifications of individual Products or any other documents constituting conditions for a proper and safe use of individual Products, as generally listed in Annex 1 hereto or as communicated to the Customer in negotiating a Purchase contract
- shall mean (i) foam ceramic filters VUKOPOR® in qualities A, S, HT, LD; and (ii) industrial ceramics products
- “Force Majeure”
- shall mean obstacles originating from third persons which occurred independently of the will of LANIK and the carrier and impede the proper and timely fulfilment of obligations under a Purchase contract
- shall mean the subject of purchase under a particular Purchase contract which LANIK sells, a carrier transports and for which the Customer has undertaken to pay the price specified in each Purchase Contract
3. Purchase Contract Conclusion
3.1 Order / Enquiry:
Customer is the person enquiring with LANIK some of the Products in certain specifications, quality or quantity, either by writing, e-mail, telephone or other demonstrable form. This act of the Customer (as the enquiring person), regardless of whether it is called order, enquiry or otherwise, shall be deemed to be an offer of the Customer to conclude a purchase contract with LANIK.
3.2 Draft Purchase Contract:
After receiving an order according to the preceding paragraph, LANIK shall prepare and send in writing or to the Customer’s e-mail address (from which the enquiry was received) a message (or document) named Order Confirmation (hereinafter referred to as “Order confirmation”) stating in particular the following:
- confirmed (or newly proposed) specifications of Products being sold (type, quantity, quality, unit price, total price);
- identification information of LANIK (as the seller) and identification information of the Customer (as the buyer); or also a telephone, fax or e-mail contact;
- identification of the Order recipient and the place of delivery of the Order;
- LANIK’s account number and bank details;
- payment terms, in particular the due date, and the total price of the Order;
- transportation method and carrier identification;
- Order shipping date (i.e. handing over of the Order to the carrier for transportation);
- price of the Order transportation by the carrier (or also upper limit of the expected cost of the Order transportation by the carrier).
3.3 Means of Draft Acceptance:
A Customer who has not previously concluded any purchase contract with LANIK (i.e. a first-time customer) shall express his agreement with the purchase contract draft in the form of Order Confirmation explicitly by e-mail or another written form. In any subsequent purchase from LANIK it shall deemed that the Customer’s consent to the purchase contract, whose essential elements are included in the Order Confirmation, is also given when the Customer has not sent any objections in writing to LANIK within three (3) working days of the Order Confirmation receipt.
3.4 Purchase Contract Conclusion:
In the event that (i) the Customer agrees to the information stated in the Order Confirmation within three (3) working days or (ii) LANIK does not receive any objections in writing within three (3) working days of the sending of the Order Confirmation to the Customer, the Order Confirmation shall be deemed approved and the Purchase contract (i.e. contract the content of which is determined in the Order Confirmation) between LANIK and the Customer shall be deemed concluded (hereinafter referred to as “Purchase contract”) as of the fourth (4th) working day after the sending of the Order Confirmation. However, in the event that within three (3) working days of the sending of the Order Confirmation LANIK receives objections from the Customer, the Parties shall agree on modification of contractual terms and preparation of a new Order Confirmation; the provisions of this paragraph apply accordingly to the acceptance of the newly prepared Order Confirmation and to the Purchase contract conclusion.
3.5 Liability before Purchase Contract Conclusion:
The Customer acknowledges that LANIK shall not be liable for any damage incurred by the Customer or, if applicable, third parties before the delivery of the Order to the recipient.
3.6 Purchase Contract Terms:
Unless stated otherwise in an individual Order Confirmation, the following arrangements, representations and warranties shall be agreed simultaneously with the Purchase contract:
- Products and Technical Specifications: The Customer is fully familiar with the Products and the Product documentation.
- Currency: The currency of the Purchase contract shall be American dollar (USD), Euro (EUR) or Czech crown (CZK).
- Carrier and Cost of Transportation: LANIK agrees that the carrier contracted shall be an entity with sufficient experience in national and international transport, and the transportation cost shall not be higher than stated in the Order Confirmation.
- Export Permit: LANIK and the carrier shall secure at their own expense all the necessary permits required to export the Order. The Customer agrees to provide assistance if necessary.
- Import Permit: The Customer is aware of all permits required for a due and timely delivery (import) of the Order; he has already arranged these permits. Costs and risks associated with obtaining these permits shall be borne by the Customer. The Customer shall prove the existence of any such necessary permit to LANIK at any time upon its request.
In the event that it is impossible for the Customer to secure import permits on his behalf and at his own expense, LANIK shall do so instead of him. In such case, however, the Customer agrees to provide LANIK with all necessary assistance and reimburse LANIK for all associated costs.
In the event that an obligation for the Customer to produce, store or hand over any records arises from the import permit, the Customer agrees to behave and act in accordance with (i) such permits and (ii) with legal rules on the basis of which the permit was issued.
- Dispatch: LANIK undertakes that no later than on the dispatch date, as stated in the Order Confirmation, it shall hand over to the carrier the Order along with a Packing List containing information about the packaging of the Order. If requested by the Customer explicitly in advance, LANIK shall also hand over to the carrier a Quality Certificate confirming that the Order (or only its testable parts) has been tested and assembled in accordance with the Order Confirmation.
- Handing over and Receipt: LANIK’s obligation to deliver (hand over) the Order shall be deemed duly fulfilled upon the handover of the Order to the carrier no later than on the dispatch date. The Customer undertakes to ensure that the Order be duly taken over by the carrier. The Customer shall ensure an external check of packaging upon receipt from the carrier.
- Invoice: The Customer agrees to duly and timely pay the Order price in accordance with a duly issued invoice.
- Retention of Title: The Customer shall become the owner of individual corporeal chattels forming the content of the Order only after it has duly paid to LANIK the Order price stated in the invoice.
4. Responsibility for Transportation, Defects and Damage. Events of Breach
4.1 Risk of Damage:
LANIK only bears the risk of damage to a thing (to the Order) until the moment of handing over the Order to the carrier. From the moment of handover the risk of damage to the Order shall be borne by the carrier (this shall not be affected by the fact that the carrier is not a direct contractual partner of the Customer).
4.2 Carrier’s Liability:
In the event that the carrier’s activity (or, on the contrary, inactivity) gives rise to a liability claim for defect or damage, LANIK and the Customer are obliged to proceed jointly against such carrier.
4.3 Force Majeure:
LANIK shall not be liable to the Customer for damage in the event that the damage occurred due to an act of Force Majeure which could not be foreseen at the time of concluding the Purchase contract.
4.4 Limitation of Liability for Damage:
The Parties agree that any liability of LANIK or Customer shall be limited by the price of the respective Order in which the damage occurs or the damage is connected with.
4.5 Events of Breach:
Any breach of obligations under the Purchase contract or the GTC shall be deemed a breach of contractual obligations.
4.6 Breach by the Customer:
In the event of the Customer’s default in the fulfilment of any of its financial obligation from the Purchase contract or the GTC, LANIK shall be entitled to a contractual penalty of 0,5% of the outstanding financial obligation for each day of default. If the Customer breaches any other obligation (different from financial obligation) from the Purchase contract or the GTC, LANIK shall be entitled to a contractual penalty of 0,5% from the price of the Order the breach is connected with. If the Customer breaches any provision of the Purchase contract or GTC and this fact leads on LANIK’s part to additional expenses incurred for consultants (legal, tax, technical experts) exceeding EUR 1,000 (or its equivalent in the relevant currency), the Customer shall pay these expenses in full to LANIK upon its request.
4.7 Breach by LANIK:
If LANIK is in delay with fulfilment of any of its obligation from the Purchase contract or the GTC, the Customer shall be entitled to a contractual penalty amounting to 0,5% from the price of the Order the breach is connected with for each day of default.
Payment of the contractual penalty shall not affect the right to damage. Section 2050 of the Act No. 89/2012 Coll, the Civil Code, as amended (“hereinafter referred to as the “Civil Code”) shall not apply.
5. Governing Law and Dispute Resolution
The Purchase contract and these GTC as well as relationships between LANIK and the Customer not expressly regulated herein shall be governed by the Czech legal order, namely the Civil Code, and other relevant legislation of the Czech Republic; the United Nations Convention on the Contracts for the International Sale of Goods (Federal Ministry of Foreign Affairs Notice No. 160/1991 Coll. on the United Nations Convention on the Contracts for the International Sale of Goods) shall not apply.
Any disputes between LANIK and the Customer which fail to be resolved amicably shall be resolved by the court having subject-matter and local jurisdictions according to the LANIK’s registered office.
6. Final Provisions
A written expression of intent shall also be deemed made and delivered (i) in case of delivering to the Customer by sending to usually used e-mail contacts of the Customer; and (ii) in case of delivering to LANIK to the e-mail contact listed in the heading of these GTC. Notifications and documents delivered under these GTC shall be in English.
6.2 Transfer, Assignment and Set‑off:
The Customer may not, without a prior written consent of LANIK, assign any of his claims to a third party or set them off against LANIK’s claims against the Customer.
Both the Customer and LANIK shall consistently maintain the confidentiality of business information; with the exception of accounting and tax documents, as confidential business information shall be considered all documents and arrangements communicated to the Customer at any time from the conclusion of the first Purchase contract with LANIK pursuant to these GTC.
6.4 Customer’s Agreement with GTC:
Unless provided otherwise by the Purchase contract or a particular Order Confirmation, the Customer agrees that the relationship between LANIK and the Customer provided for by the Purchase contract shall be governed by these GTC; this consent shall be deemed given upon sending the enquiry pursuant to Art. 3.1 hereof.
6.5 Validity and Effectiveness of GTC, Publication of GTC:
These GTC shall be effective from June 1, 2016 and shall repeal and completely replace all previous general terms and conditions or any other arrangements between LANIK and the Customer. The GTC are published on http://www.lanik.eu.
In Boskovice, on 1st June, 2016