General Terms and Conditions

of  the company SOLSOL s.r.o., 

IČ 29360391, with its registered office at Technická 3029/17, Brno-město, 616 00, entered in the Commercial Register kept by the Regional Court in Brno, Section C, File 75143 (hereinafter referred to as the “Seller”)

I. Introductory Provisions

1.     These General Business Conditions of the Seller (hereinafter referred to as the “GTC”) are valid for the purchase of goods from the Seller and regulate the rights and obligations between the Seller and the customer as the buyer (“buyer”).

2.     These GTC are business conditions within the meaning of Section 1751, Paragraph 1 of Act No. 89/2012 Coll., Civil Code, as amended (hereinafter referred to as the “Civil Code”), and shall apply to all sales of goods by the Seller in cases where the Buyer is an entrepreneur within the meaning of the provisions of Section 420 et seq. of the Civil Code.

3.     By concluding a framework contract for the supply of goods (hereinafter referred to as the “framework contract”) or a purchase contract, the Buyer declares and confirms that he has read and agrees to these GTC. These GTC form an integral part of the framework contract and the purchase contract.

4.     These GTC are the only commercial terms and conditions applied to the contractual relationship between the Seller and the Buyer; the use of other commercial terms and conditions, in particular any commercial terms and conditions of the Buyer, is not permitted. The Buyer’s response pursuant to Section 1740 para. 3 of the Civil Code with an amendment or deviation from the offer or these GTC is not an acceptance of the offer to conclude a contract, even if it does not substantially change the terms of the offer or these GTC.

5.     Provisions deviating from these GTC may be agreed in the framework contract and/or in the purchase contract and always only in writing. Deviating provisions in the framework contract and/or in the purchase contract take precedence over the provisions of these GTC.

II. Conclusion of the purchase contract and framework contract

1. The contractual relationship between the Seller and the Buyer arises

a) by concluding the purchase contract, or

b) by concluding a written framework contract, by which the Seller and the Buyer agree between themselves on the framework conditions for the delivery of goods, which are binding for the duration of the framework contract and the sub-contracts following it (the “sub-contract”).

III. Price of goods, method of payment

1.     The Buyer undertakes to pay the Seller the purchase price for the goods delivered on the basis of the purchase contract or partial contract. The purchase price for the goods will be determined in accordance with the prices according to the Seller's price list valid on the date of conclusion of the purchase or partial contract, unless the contracting parties agree in writing on contractual prices different from the Seller's price list. VAT at the statutory rate will always be added to the purchase price, unless otherwise provided by law.

2.     The purchase price does not include the costs of transportion from the warehouse in Rotterdam to the place of performance, if it is delivered under the EXW or FCA Rotterdam transport rules.

3.     The purchase price includes the costs related to the preparation of the goods for transport from the customs warehouse in Rotterdam, i.e. specifically packaging costs, costs associated with the preparation of the necessary documentation, any customs duties, and import fees, depending on the INCOTERMS 2020 condition used.

4.     Together with the purchase price, the Seller shall also charge the Buyer the costs of the take-back, processing, utilization and disposal of waste electrical and electronic equipment in an amount determined according to the weight of the goods collected (the "recycling contribution"). The billing and payment of the recycling contribution shall be governed by applicable legal regulations, in particular the provisions of Section 73 of Act No. 542/2020 Coll., on end-of-life products, as amended. The specific amount of the recycling contribution per 1 kg of goods is specified in the purchase contract or in a partial contract. The total amount of the recycling contribution will be determined at the latest upon delivery of the goods according to the actual weight of the goods and will be specified in the invoice.

5.     If agreed in the purchase contract or framework contract, the Seller is entitled to demand from the Buyer a down payment or payment of the full purchase price of the goods before they are sent or handed over to the Buyer. The provisions of Section 2119, paragraph 1 of the Civil Code shall not apply.

6.     Until the full payment of the price of the goods, the goods are the exclusive property of the Seller. By paying the full purchase price of the goods, the Buyer acquires ownership of the goods. The risk of damage passes to the Buyer upon receipt of the goods. The Buyer is obliged to ensure that in the event of execution, the goods with reservation of ownership are excluded from execution and, in the event of insolvency, are not entered into the debtor's assets.

IV. Payment terms and invoicing

1.     The purchase price will be paid by the Buyer in the currency specified in the order (CZK or EUR) on the basis of an invoice - tax document. In the case of payments in CZK, conversions will be made according to the daily central exchange rate of the Czech National Bank + 0.5 CZK available on the day of the transaction.

2.     Payment of the purchase price of the goods will be made in EUR to the Seller's euro account. In the case of payment in CZK, the Seller's account in CZK will be used according to the agreed method of conversion of the exchange rate based on the invoice - tax document. In the case of payment in CZK to an account maintained for EUR payments, or payments in EUR to a CZK account, the exchange rate difference arising from the currency conversion will be invoiced.

3.     The invoice will separately state the recycling contribution pursuant to Article III. paragraph 4 of these GTC.

4.     The Seller is entitled to issue an invoice no earlier than the day the goods are loaded into the customs warehouse in Rotterdam or, if delivery of the goods is agreed, on the day the goods are shipped to the Buyer. The Buyer's obligation to pay is fulfilled on the date of crediting the purchase price to the Seller's account.

5.     The maturity of the purchase price is set out in the framework agreement or purchase agreement.

6.     In the case of agreed advance payments, the advance will be invoiced in the agreed amount immediately after the conclusion of the purchase agreement or partial agreement. Failure to pay the advance payment thus agreed between the Seller and the Buyer on the due date may be a reason for postponing the delivery date of the goods and also for the Seller to withdraw from the contract.

7.     Tax documents issued by the Seller will be delivered to the Buyer in the Buyer's email address specified in the purchase agreement or framework agreement.

8.      The Seller is entitled to invoice each agreed partial performance.

9.     Invoices will contain the requirements set out in applicable legal regulations (in particular Act No. 563/1991 Coll., as amended, Act No. 235/2004 Coll., as amended, and Act No. 542/2020 Coll., as amended).

V. Delivery of goods

1.     The delivery of goods is governed by the INCOTERMS 2020 rules, developed by the International Chamber of Commerce.

2.     Each framework contract or purchase contract will state the abbreviation of the delivery rule according to INCOTERMS 2020, the place of delivery and the delivery date. This will be one of the following rules:

a)     FCA(a): The Seller delivers the goods to the Buyer when he loads the goods onto a means of transport provided by the Buyer. The place of delivery is located in the Seller’s external warehouse abroad.
The basic obligations of the Seller and the Buyer under the FCA delivery rule:

• loading: Seller
• export customs clearance: Seller
• transport: Buyer
• unloading: Buyer
• transfer of risk: Once the Seller loads the goods onto a means of transport provided by the Buyer.

b)     DDP: The Seller arranges transport to the Buyer’s registered office and pays any customs duties in his country.
Basic obligations of the Seller and the Buyer:

• loading: Seller
• export customs clearance: Seller
• transportation: Seller
• unloading: Buyer
• transfer of risk: Once the goods are ready for unloading at the place of delivery or as agreed.

c)     EXW: The Seller shall perform the delivery as soon as the goods are made available to the Buyer at the Seller's premises or at another place (e.g. warehouse, etc.).
Basic obligations of the Seller and the Buyer:

• loading: Buyer
• transportation: Buyer
• unloading: Buyer
• transfer of risk: Once the goods are collected at the Seller's warehouse or office or at any other place where the goods are collected.

The above brief description of the individual INCOTERMS 2020 rules is for informational purposes only. A detailed description of the individual delivery terms, as well as the moment of transfer of risk for damage and other delivery terms, are set out in the INCOTERMS 2020 rules issued by the International Chamber of Commerce. In the event of a conflict between the above brief description of the individual rules and their official wording, the official INCOTERMS 2020 wording shall prevail. However, if other paragraphs of these GTC and/or the framework agreement or purchase agreement contain a modification of the rules specified in the relevant INCOTERMS 2020 clause, this modification shall apply.

3.     In the event that the Buyer requests a place of performance other than the customs warehouse in Rotterdam or the Seller's forwarding warehouse, the Seller undertakes to ensure the transport of the goods to the specified place of performance, based on a previously agreed calculation of the transport price, which the Seller shall negotiate with the carrier. The Seller shall arrange the transport at the Buyer's expense. The transport price is not part of the purchase price of the goods.

4.     The Buyer shall confirm receipt of the goods by confirming the delivery note or other similar document of delivery of the goods to the Buyer (e.g. CMR), by a responsible employee of the Buyer or an authorized carrier. The fulfillment of the transport conditions according to INCOTERMS, or, if agreed, another document of receipt mentioned above, is also considered receipt of the goods.

5.     The Seller may unilaterally extend the delivery period in the event of a delay by the supplier or manufacturer in delivering the ordered goods. The Buyer shall always be informed of the extension in sufficient advance. The delivery period shall also be extended by the duration of circumstances caused by force majeure, due to which the delivery cannot be made within the agreed period.

6.     The Buyer is obliged to inspect the goods upon receipt and verify the properties and quantity of the goods in order to identify any defects in the goods. The Buyer is obliged to notify the Seller in writing of any obvious defects no later than 3 working days from receipt of the goods. The Buyer is obliged to immediately enter any obvious defects of the goods discovered upon receipt of the goods (e.g. damaged packaging, difference in the agreed quantity of goods) directly into the delivery or transport note of the carrier and to notify the Seller of the defects discovered in this way no later than 3 working days from receipt of the goods from the carrier. If the Buyer fails to notify the Seller of the obvious defects discovered in a timely manner as stated above, the Buyer waives his claims for defective performance for these defects.

7.     If the Buyer arranges for the transport of the goods himself, he undertakes to collect the goods within 3 days after delivery of the Seller's request to collect the goods. If he fails to do so, the Seller may, starting from the day following the unsuccessful expiry of the specified period, charge storage fees or arrange for the transport of the goods at the Buyer's expense. The Buyer will be charged storage fees in the amount of 0.02% per day of the purchase price of the uncollected goods (unless the parties agree in writing to extend the period for collection of the goods).

VI. Quality garantee

1.     The Seller provides a quality guarantee for the goods delivered under a framework agreement or a purchase agreement ("guarantee") for a period of 12 months, unless a shorter guarantee period is specified on the packaging of the goods or in the guarantee certificate for the goods (collectively "guarantee statement"), in which case the guarantee shall be valid for the period specified in the guarantee statement. The Buyer acknowledges that if the manufacturer of the goods provides a longer guarantee, after the expiry of the guarantee period provided by the Seller pursuant to the first sentence of this paragraph, the Buyer shall claim any defects in the goods directly from the manufacturer of the goods in accordance with its warranty conditions (the provisions of Section 2117 of the Civil Code shall not apply in this case). The Buyer acknowledges that for goods for which the manufacturer will not provide a quality guarantee, only the guarantee pursuant to the first sentence of this paragraph shall be provided. The provisions of this paragraph are not affected by any different provisions in the warranty conditions of individual manufacturers. The Seller's warranty period begins on the date of delivery of the goods to the Buyer.

2.     After the expiration of the warranty period provided by the Seller, the Buyer is obliged to assert all claims for defects of the goods directly with the manufacturer of the goods in question, in accordance with his warranty conditions. The Seller bears no responsibility for any defects of the goods after the expiration of the warranty period provided in accordance with the first sentence of paragraph 1 of this article, nor for the manner and duration of handling complaints by individual manufacturers; therefore, rights from a longer manufacturer's warranty compared to the warranty provided by the Seller in accordance with paragraph 1 of this article cannot be asserted against the Seller in any case.

3.     The warranty period is established for the period during which the Buyer will not be able to use the defective goods. Fulfillment of the quality guarantee does not extend the guarantee, does not establish a new guarantee period or establish any other new claims to the quality guarantee. Rights under the quality guarantee expire if they have not been exercised within the guarantee period.

4.     The following shall serve as a guarantee document for the purchased goods:
a) a purchase document (tax/accounting document),
b) a delivery note containing the specification of the goods or
c) a guarantee certificate issued by the manufacturer. The Buyer is obliged to prove with such a document that he has the right to make a claim (the provisions of paragraph 1 of this article are not affected).

5.     The Seller and the Buyer have expressly agreed that the Seller is not liable for compensation for damages or other harm in the form of lost profit, the compensation of which by the Seller is expressly excluded by the contracting parties. The maximum total amount of compensation for harm (damage) that the Seller is obliged to compensate in the event of the Buyer's right to compensation for harm against the Seller arising from or in connection with the purchase or framework agreement is the amount corresponding to the purchase price of the delivered goods that caused the harm. For the avoidance of doubt, the contracting parties agree that none of them is considered the weaker party for the purposes of the purchase or framework agreement.

6.    Other rights and obligations of the contracting parties arising from or in connection with defective performance are regulated in the Seller's Warranty Claim Procedure.

VII. VAT Obligations

1.     The Buyer, who is a VAT payer, declares that:

a)     he is not an unreliable payer within the meaning of Section 106a of Act No. 235/2004 Coll., on Value Added Tax (hereinafter referred to as the “VAT Act”);
b)     the Buyer’s bank account to which the Seller will make payments in connection with the purchase agreement is and will be an account that is duly maintained in the register of bank accounts of VAT payers;
c)     there are no reasons on the basis of which the Seller would become or could become a guarantor for the Buyer’s tax liability arising from the VAT invoiced by the Seller.

2.     The Seller is entitled to withhold the VAT amount from any invoice issued by the Buyer in connection with concluded contracts and the GTC and to make the relevant payment to the Buyer without the withheld VAT amount, primarily in the following cases:

a)     The Buyer becomes an unreliable payer; or
b)     The Buyer requests that the transaction be carried out to a bank account other than the one kept in the VAT payer register.

3.     The Seller is entitled to pay the withheld VAT amount on behalf of the Buyer to the account of the tax administrator pursuant to Section 109a of the VAT Act or directly to the Buyer, if the Buyer proves that his obligation to pay VAT was duly and timely fulfilled.

VIII. Sanctions

1.     In the event of a delay, even partial, by the Buyer in paying the invoice, the Buyer is obliged to pay, at the Seller's request, a contractual penalty of 0.03% of the amount due, for each day of delay until payment. The Seller's right to claim damages from the Buyer on the same grounds is not affected by the payment of the contractual penalty and it applies that the Seller may claim damages in addition to the contractual penalty.

2.     If the Buyer has financial obligations due to the Seller, the Seller is entitled to suspend the delivery of the goods until the obligations are fully paid by the Buyer, even in the case of previously confirmed orders or purchase contracts. During this period, the Seller is not in default of fulfilling its obligations. The Seller's deadline for the delivery of goods that was suspended for the above reasons is extended by the period until the due obligations are paid.

3.     Interest on late payment, contractual penalty or compensation for damages is payable within seven calendar days from the date of billing the penalty to the obligated contractual party.

IX. Withdrawal from the contract, termination of the contract by
payment of a termination fee

1.     Either party may withdraw from the framework contract and/or partial contract and/or purchase contract, in particular in the following cases:

a)     one of the parties breaches the obligations arising from the contract in a material way (e.g. the buyer is late in paying the purchase price or part thereof for a period exceeding 15 days, and such a breach is not remedied even upon a written request from the other party within an additional reasonable period provided by the other party, which shall not be less than 10 days from the receipt of the written request for performance), the other party has the right to withdraw from the contract in accordance with the provisions of the Civil Code (Section 1977 et seq.), with effect ex nunc (i.e. from the moment of withdrawal);
b)     with regard to the other party (i) a petition to initiate insolvency proceedings has been filed against the other party; or (ii) a decision has been made on its bankruptcy; or (iii) bankruptcy has been declared on its assets or the bankruptcy has been cancelled because its assets are completely insufficient; or (iv) its reorganization has been permitted by the court; or (v) a moratorium has been approved by the court; or (vi) an insolvency administrator has been appointed in insolvency proceedings for its assets; or (vii) a decision has been issued on its liquidation;
c)     an execution or enforcement decision is ordered that affects such a substantial part of the assets of the other party that it can reasonably be assumed that the affected party will not be able to fulfill its contractual obligations properly and on time.

2.     The effects of withdrawal shall occur upon delivery of the written withdrawal from this contract to the other party. Withdrawal from the contract shall not affect the claim to payment of the contractual penalty, interest on delay, or claim for compensation for damages.

3.     For the avoidance of doubt, the parties agree that in the event of withdrawal from the framework contract, the effects of the concluded partial contract shall remain unaffected by the withdrawal.

4.     The parties have agreed that the buyer may cancel the partial contract by paying a termination fee of 10% of the purchase price of the goods. In such a case, the partial contract shall be cancelled by paying the termination fee in the same way as in the event of withdrawal from the contract. However, the buyer shall not have the right to cancel the partial contract by paying the termination fee if the goods have been delivered to him, even if only in part, by the seller on the basis of the partial contract.

X. Force Majeure

1.     Circumstances excluding liability shall be considered to be cases of force majeure pursuant to the provisions of Section 2913, paragraph 2 of the Civil Code (hereinafter referred to as “force majeure”). Force majeure shall be considered to be an extraordinary unforeseeable and insurmountable obstacle that occurred independently of the will of the obligated party and prevents it from fulfilling its obligation, if it cannot reasonably be assumed that the obligated party would have averted or overcome this obstacle or its consequences, and furthermore that it would have foreseen this obstacle at the time of concluding this contract, in particular natural disasters, embargoes, civil wars, uprisings, military conflicts, including the consequences of the Russia-Ukraine military conflict, terrorist attacks, riots or epidemics, including the coronavirus epidemic and related measures of public authorities in order to limit the spread of the epidemic.

2.     The liability of the contracting parties is not excluded by an obstacle that occurred only at the time when the obligated party was in default of fulfilling its obligation, or that arose from the economic conditions of the obligated party, or an obstacle that could not demonstrably and substantially affect the performance under this contract, or an obstacle that the obligated party was able to overcome under this contract.

3.     The contracting party invoking force majeure is obliged to notify the other contracting party of this fact in writing without delay (no later than five calendar days from its occurrence), specifying the nature of the obstacle that prevents or will prevent it from fulfilling its obligation, the expected duration of the obstacle, and its consequences, and to take all available measures to mitigate the consequences of non-fulfillment of contractual obligations. The other contracting party is obliged to confirm receipt of such a report in writing without undue delay.

4.     The invoking party also undertakes to immediately notify the other party in writing of the termination of the force majeure and to submit written evidence no later than five calendar days after its termination, or after the removal of the obstacles that prevented it from fulfilling its contractual obligations. The other party is obliged to confirm receipt of such a report in writing without undue delay.

5.     If the force majeure effect demonstrably lasts longer than two months and if the force majeure effects demonstrably prevent one of the parties from fulfilling the obligations agreed upon in this contract, both parties have the right to withdraw from the contract or agree to an extension of the delivery dates.

6.     Force majeure excludes the right to apply contractual penalties against the party affected by force majeure, the right to compensation for damage or any other punitive performance, if agreed. The party affected by the force majeure obstacle is not in default of fulfilling the obligation to which it is obliged under the contract.

XI. Arbitration clause

1.     The contracting parties have expressly agreed, pursuant to Act No. 216/1994 Coll., that all property disputes arising from this contract, as well as disputes that would arise in the future from the legal relationship established by this contract, with the exception of disputes arising from execution and disputes arising from insolvency proceedings, if not resolved by mutual agreement, shall be decided by the following arbitrator: JUDr. Karel Schelle, LLM., MBA, attorney-at-law registered with the Czech Bar Association under number 12495, with a place of practice at Ambrožova 6, 635 00 Brno. The arbitrator designated by this arbitration clause shall decide the disputes without oral proceedings, solely on the basis of written materials submitted by the parties. The arbitrator shall deliver the submitted arbitration claim to the other party (the defendant) with a resolution inviting the defendant to submit a statement on the claim within 15 days from the date of delivery. If the other party (the defendant) fails to submit a statement within 15 days from the date of delivery of the resolution on the claim, the arbitrator shall be deemed to have acknowledged the claim. The resolution inviting the defendant to submit a statement must contain information about this fact.

2.     The arbitration shall be conducted in accordance with the legal order of the Czech Republic and the principle of justice shall be applied. The arbitration award shall not be justified. This shall also apply if, at the request of any of the parties, the dispute is resolved during the arbitration by concluding a settlement in the form of an arbitration award.

3.           The costs of the arbitration proceedings consist of:

a)     the arbitration fee is 4% of the value of the subject matter of the dispute, but not less than CZK 5,000 plus VAT according to statutory regulations and not more than CZK 100,000 plus VAT according to statutory regulations. The fee represents the arbitrator's remuneration.
b)     special costs incurred in discussing and deciding on the dispute in the arbitration proceedings.

4.     When deciding on the compensation of the costs of the arbitration proceedings, the relevant provisions of the Code of Civil Procedure shall be applied accordingly.

5.     The arbitration award shall become final and enforceable on the date of delivery. Unless this clause provides otherwise, Act No. 216/1994 Coll. shall apply. The appointed arbitrator shall be entitled to decide on the issues of the arbitration proceedings not defined by this arbitration clause and not regulated by this Act.

XII. Other and final provisions

1.     Any document that needs to be delivered to the other party under the purchase contract, framework contract or generally binding legal regulations (e.g. withdrawal) shall be delivered to the other party by personal delivery or by registered letter sent to its address stated in the Commercial Register, whether via a postal license holder or another organization that deals with the delivery of documents, or via a data box. Ordinary correspondence that does not affect the formation, amendment or termination of the purchase contract or framework contract or in cases where the parties to the contract have agreed on delivery by e-mail in the purchase contract or framework contract, may also be delivered by e-mail. In the case of delivery by e-mail, the legal effects of the transaction shall occur on the business day following the date of sending the e-mail message containing the expression of will to the e-mail address of the other party to the contract.

2.     The Seller is entitled to unilaterally amend and supplement these GTC. This provision does not affect the rights and obligations arising during the period of validity of the previous version of the GTC.

3.     If for any reason any provision of these GTC, the framework agreement or the purchase agreement becomes invalid or unenforceable, the invalidity or unenforceability of such a provision shall not affect the validity and effectiveness of the remaining provisions, unless it follows from the nature of this provision or its content that the invalid or unenforceable provision cannot be separated from the rest of the content of the contract. If any provision of this contract becomes invalid or unenforceable, the contracting parties shall commence negotiations for the purpose of reorganizing their mutual relations in such a way that the original intention of the contract is preserved.

4.     Rights and obligations not regulated by these GTC, the framework agreement and the purchase agreement shall be governed by the legal order of the Czech Republic, in particular Act No. 89/2012 Coll., Civil Code, as amended.

5.     These GTC are valid and effective from 19. 2. 2024