Version: 2023/01

Introductory Provisions

• These terms and conditions (hereinafter referred to as “T&Cs”) govern, in accordance with § 1751 of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter also referred to as the “Civil Code”), the mutual rights, obligations, and relationships arising between the contracting parties based on a purchase agreement or related to it. On one side stands the business company Raising, s.r.o., with its registered office at Zámecký okruh 2966/21, Předměstí (Opava), 746 01 Opava, Company ID: 171 66 802, registered in the Commercial Register kept by the Regional Court in Ostrava, acting as the seller (hereinafter referred to as the “seller”), and on the other side is the buyer (hereinafter referred to as the “buyer”). The buyer and the seller are collectively referred to as the “contracting parties” or “parties,” or each individually as a “contracting party” or “party.”
• By placing an order as a proposal to conclude a purchase agreement or by concluding a framework purchase agreement, the buyer confirms that they have read and expressly agreed to these T&Cs in the version valid and effective at the time of sending the order or concluding the framework purchase agreement. 
• The buyer also agrees that their mutual relationship with the seller will be governed by these T&Cs. Any divergent written agreements between the contracting parties in a purchase agreement shall take precedence over the provisions of these T&Cs. The provisions of these T&Cs shall take precedence over the mandatory provisions of generally binding regulations, in particular, the Civil Code.

Conclusion of the Purchase Agreement

• A purchase agreement is concluded only at the moment of the seller delivering written order confirmation to the buyer, even if the buyer’s order was preceded by the seller’s offer. For the purposes of these T&Cs, an email is also considered in written form. 
• The buyer is required to provide accurate and truthful information in the order. The information provided by the buyer when ordering goods is considered correct by the seller. Depending on the nature of the order (quantity of goods, purchase price amount, expected shipping costs), the seller is always entitled to request additional order confirmation from the buyer. 
• The seller’s offers in any form remain valid for a period of four weeks, but a purchase agreement is always subject to order confirmation by the seller.

Purchase Price

• For the purposes of these T&Cs, the purchase price refers to the monetary amount that the buyer is obligated to pay the seller for the delivery of the goods and the transfer of ownership to the buyer. The purchase price is determined as follows:
• Unilaterally by the seller for individual types of goods, as stated in the seller’s price list.
• By mutual agreement between the seller and the buyer, as stated in the purchase agreement or order confirmation.
• Unless otherwise specified, the purchase price indicated in the seller’s price list or purchase agreement is set as the price excluding VAT. The seller will add VAT to the purchase price according to the statutory rate in effect on the date of concluding the purchase agreement. The purchase price does not include transportation costs, packaging, customs, or any other related export expenses unless otherwise agreed. The buyer is obligated to reimburse these costs to the seller. The product range is continuously updated, along with the associated price list, which displays the current purchase prices of the goods.

Payment Conditions

• The buyer is obligated to pay the purchase price for the goods in accordance with the purchase agreement, the seller’s price list, or the contractual agreement between the seller and the buyer. An invoice (tax document) that includes the purchase price is electronically sent to the buyer in PDF format. Upon request, the invoice can also be sent in hard copy to the buyer’s registered office, place of business, or residence, or to an address explicitly provided by the buyer for delivery. Failure to receive the invoice (tax document) must be promptly reported to the seller by the buyer. When goods are personally collected at the seller’s premises, the invoice (tax document) is handed to the buyer upon collecting the goods at the seller’s premises. 
• The purchase price for the goods is due:

• On the day of personally collecting the goods at the seller’s premises.
• On the day of receiving the goods from the carrier in the case of goods being transported.
• If chosen by the buyer or specified by the seller in accordance with Article 4.6 of these T&Cs, by making an advance payment to the seller’s bank account (i.e., a deposit towards the purchase price). 

• The buyer is authorized to pay the purchase price to the seller in cash at the seller’s premises or by a bank transfer to the account indicated on the invoice (tax document). The payment of the purchase price or a deposit is considered complete on the day when the purchase price is credited to the seller’s bank account. The ownership of the goods transfers to the buyer only after full payment of the purchase price to the seller, and until then, the goods remain the exclusive property of the seller. The risk of damage to the goods transfers to the buyer as described in Article 5.3 of these T&Cs.
• In particular, in case of a higher order value, with a buyer with whom the seller has not previously dealt and no purchase agreement has been concluded, or with a buyer whose claim cannot be insured to an adequate amount, the seller can request an advance payment of the purchase price before delivering the goods to the buyer or before the buyer’s receipt of the goods.

Delivery Terms

• Goods are delivered to the buyer as follows:

• Personal pickup by the buyer at the seller’s premises.
• Delivery of goods to the buyer via a carrier in a contractual relationship with the seller, both within the Czech Republic and other countries.
• Delivery of goods to the buyer via a carrier based on an agreement with the buyer. The buyer must notify the seller in advance, at least two business days, of the date and time of picking up the goods, specifying the carrier and the authorized recipient of the goods. Otherwise, the seller is entitled to refuse the goods’ loading. The buyer bears all costs associated with the delivery.

• The goods are considered delivered to the buyer at the moment the goods are handed over to the first carrier for transportation. The risk of damage to the goods transfers to the buyer upon personal pickup at the seller’s premises, at the time of receipt by the buyer or the buyer’s representative, who must provide a power of attorney or other authorization for the pickup. If there are obvious differences or defects in the goods, such as type or quantity compared to what is listed on the delivery note, external damage, or labeling, these discrepancies or defects should be recorded on the delivery note, along with the buyer’s name, date, and signature. The buyer should ensure that the carrier acknowledges these notations. Failure to do so may affect future claims for defects (complaints) regarding the quantity, packaging, or the condition of the goods. The buyer acknowledges that it may not be possible to deliver the exact quantity of ordered goods due to the nature of the goods, and ordered quantities may be delivered with a tolerance of up to 5% from the quantity specified in the relevant purchase agreement. If the goods are delivered within this tolerance, the buyer is not entitled to request additional quantities, nor is the seller obliged to retrieve any excess goods. The seller has no right to return any surplus quantity unless the tolerance is exceeded.

• The length tolerance of the quantity of delivered goods for each individual roll compared to the quantity confirmed is +/- 5%. The buyer is obliged to accept performance under the agreement in parts without claiming compensation from the seller. In the event that the buyer refuses to accept the goods for any apparent defects, this circumstance shall be noted on the delivery note, which will then be returned to the carrier along with the faulty or incomplete delivery.
  
  
• In cases where, due to the buyer’s fault, it is necessary to deliver the goods repeatedly or in a manner other than initially stated in the order, the buyer shall be liable for the costs related to such repeated delivery or alternative delivery method.

Default of Contracting Parties, Penalties

• In the event of the buyer’s default in the payment of the purchase price, the seller is entitled to demand payment of contractual default interest from the buyer at a rate of 0.15% of the purchase price for each day of default until the purchase price is paid.

Withdrawal from the Purchase Agreement

• If a party to the purchase agreement fundamentally breaches the purchase agreement or if they contravene these Terms and Conditions, the other party may withdraw from the purchase agreement without undue delay. A fundamental breach is deemed to be a breach of obligation that the party violating the purchase agreement either knew or should have known about when entering into the purchase agreement, and without which breach, the other party would not have entered into the purchase agreement. In other cases, it is assumed that the breach is not fundamental. To eliminate any doubts, it is stipulated that a fundamental breach of the purchase agreement includes:

• Delay by the buyer in settling the purchase price by more than 10 days from the due date of the purchase price.

• A situation where the seller is in delay in delivering the goods by more than 10 days, and the goods are not delivered even after a written request from the buyer within an additional, at least fifteen-day period.

• Once the party entitled to withdraw from the purchase agreement notifies the other party exclusively in writing that they are withdrawing from the purchase agreement, or that they are staying with the purchase agreement, they cannot change their choice.

• Withdrawal from the purchase agreement cancels the obligation from the beginning, and the rights and obligations of the parties cease to exist to the extent of their effects.

• The right to claim damages caused to the goods is unilaterally set off by the seller against the buyer’s claim for a refund of the purchase price.

 Liability for Defects

• The rights and obligations of the contractual parties regarding the liability of the seller for defects in the goods are governed by the Civil Code, unless otherwise stated in these terms and conditions.

• The seller is responsible to the buyer that the goods are free from defects upon receipt. In particular, the seller is responsible to the buyer that:

• The goods have the characteristics that the parties agreed upon, and in the absence of an agreement, they have the characteristics that the seller or the manufacturer described in the technical documentation.
• The goods correspond to the quality or performance agreed upon in the contract sample or template, if the quality or performance was determined according to the contract sample or template.
• The buyer has no rights for defective performance for goods sold at a lower price due to a defect for which the lower price was agreed, for wear and tear of the goods caused by their normal use, for a defect corresponding to the degree of use or wear and tear that the goods had when taken over by the buyer, or if it results from the nature of the goods. The buyer is not entitled to rights for defective performance if they did not object to an obvious defect in the goods upon receipt, or if the buyer caused the defect themselves. The buyer is obliged to handle the goods (especially process and store them) in accordance with the technical documentation provided by the seller; the seller is not responsible for defects in the goods caused by handling that is clearly inappropriate and/or in violation of the technical documentation or general standards.

• The buyer is required to report a defect to the seller in writing without undue delay after they had the opportunity to inspect the goods and discover the defect. A defect can be reported no later than 3 months from the date of receipt of the goods.

• The seller will decide on the buyer’s complaint without undue delay, no later than within thirty working days from the delivery of the defective goods to the seller, or from the moment when the seller informs the buyer that the delivery of defective goods is not required. The time required for expert assessment of the defect is not included in this period. If the seller is liable for a defect, the seller will, at their discretion, rectify the goods within the next sixty working days, deliver new replacement goods to the buyer, or provide the buyer with a reasonable discount on the purchase price. If the seller does not remedy the defect within this period by any of the mentioned options, the buyer has the right to withdraw from the purchase contract to the extent of the defective part of the delivery.

• The returned goods must be properly packaged, must not become dirty or damage the original packaging. The goods must not be transferred unless they are considered devalued. The cost of returning the goods to the seller is borne by the buyer.

• The buyer is required to verify the suitability of the goods for a specific purpose; the seller is not responsible for the suitability of the goods for any purpose, not even a usual purpose. If the buyer discovers any defects during the inspection of the goods, they are not entitled to refuse the acceptance of the entire delivery, but only the specific defective part.

Other contractual arrangements:

• Without the prior express written consent of the seller, the buyer is not authorized to assign (including securing the assignment of the claim or right) or pledge their claims against the seller, or assign the purchase contract or any part thereof, or the rights and obligations arising from it. Without the prior express written consent of the seller, the buyer is not entitled to set off their claims against the seller’s claims.

• All documentation provided to the buyer in connection with the purchase contract (in particular technical sheets, drawings, calculations, etc.) is not part of the purchase contract; it is provided only for the information of the buyer, and the buyer is not authorized to provide it to any third party.

• The buyer is obliged to maintain confidentiality about all facts they learn in connection with the purchase contract, especially regarding the content of any documentation provided to them, the prices of goods, and, if necessary, any disputes with the seller. The obligation of confidentiality lasts for an unlimited period.

• The buyer, by entering into the purchase contract, assumes the risk of changing circumstances.

• Agreements on contractual penalties do not affect the seller’s right to demand compensation from the buyer for the damage caused in the full amount.

• The payment of a contractual penalty by the buyer does not affect the fulfillment of the original obligation by the buyer; on the contrary, the buyer is still obliged to fulfill the original obligation.

• The contracting parties informed each other of all factual and legal circumstances known to them or that they should have known at the time of the conclusion of the contract and that are relevant to the conclusion of the contract. In addition to the assurances made by the contracting parties in the contract, none of the contracting parties will have any further rights and obligations in connection with any facts that come to light and about which the other party did not provide information when negotiating the contract. The exception will be cases where one party intentionally misled the other party about the subject of the contract.
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• The contracting parties do not wish for any rights and obligations beyond the express provisions of the contract or these General Terms and Conditions to be inferred from past or future practice established between the contracting parties or customs generally observed or customary in the industry related to the subject of the contract, unless otherwise expressly agreed in the contract. In addition to the above, the contracting parties confirm that they are not aware of any trade customs or practices established between them.

• If either party overlooks or fails to notice any non-performance, breach, delay, or non-fulfillment of any obligation arising from the contract, such action shall not constitute a waiver of the right to fulfill that obligation, and no waiver shall be effective unless expressed in writing for each individual case.

• In accordance with Section 4 of the Civil Code, it is considered that each legal entity has the average person’s intelligence and the ability to use it with ordinary care and prudence, and that anyone can reasonably expect that in a legal relationship. The contracting parties have considered the content of the contract, including the General Terms and Conditions, and do not find it contradictory. The contract was concluded on their true and free will after careful consideration of all circumstances and mutual explanation of its content.

• By making an order, the buyer, within the meaning of Section 1753 of the Civil Code, declares that all the provisions of these General Terms and Conditions are reasonable and could have been reasonably expected.

• The seller is not responsible for the buyer’s lost profit caused by a breach of the purchase contract or any defect in the goods. The seller is not responsible for damage caused by the use of the goods for an unsuitable purpose. All claims by the buyer for damages are limited to the price of the goods for which the buyer seeks compensation. The buyer is required to act to minimize the risk of damage due to the use of the goods; if the buyer discovers any defects in the goods, they are required to immediately discontinue the use of the goods delivered based on the relevant purchase contract in their production processes.

• Before concluding the purchase contract, the buyer is required to inform the seller of the intended use of the goods, especially if the ultimate use of the goods is for military or similar purposes. By entering into the purchase contract, the buyer confirms that the goods are not intended to be (even after processing) used for military or similar purposes, unless the seller has previously been informed of this fact.

• The buyer is aware that by purchasing goods from the seller’s assortment, they do not acquire any rights to use the seller’s trademarks, trade names, company logos, or patents or those of other persons, unless otherwise agreed in a specific contract.

Choice of law, court jurisdiction

• All contracts concluded between the seller and the buyer are governed by the legal order of the Czech Republic, with the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict of law rules of private international law.

• The parties have agreed that the general courts in the Czech Republic have jurisdiction to resolve disputes. The court of first instance is the court in whose district the seller has its registered office

Final provisions

• In the event that any provision of the General Terms and Conditions or the contract is or becomes invalid, ineffective, or unenforceable, or if such provision is found to be such by the competent authority in the future, the remaining provisions of the General Terms and Conditions or the contract remain valid and effective, provided that the nature of such provision or its content, or the circumstances under which it was concluded, do not indicate that it cannot be separated from the rest of the content of the General Terms and Conditions or the contract. The contracting parties undertake to replace an invalid, ineffective, or unenforceable provision of the General Terms and Conditions or the contract with another provision that best corresponds to the content and purpose of the original provision, and the General Terms and Conditions or the contract as a whole.

• The General Terms and Conditions and the purchase contracts concluded on their basis contain a complete agreement on the subject of the contract and all matters that the parties had and wanted to agree on in the contract and which they consider important for the validity of the contract. No statement by the parties made in the course of contract negotiations or any statement made after the contract is concluded shall be interpreted in conflict with the express provisions of the contract and the General Terms and Conditions, and shall not create any obligations for any of the contracting parties.

Validity and effectiveness of the General Terms and Conditions:

• These General Terms and Conditions are valid and effective from 01.01.2023 until the issuance of an updated version of the General Terms and Conditions.
• The current version of the General Terms and Conditions is available on the seller’s website at www.raising.cz.
• The protection of your personal data is very important to us. We comply with the applicable laws concerning the protection of personal data and take the utmost care to ensure that your data remains confidential and is managed in accordance with the law. We use your personal data solely for the purposes for which you provided them to us, such as conducting business transactions, communication, and providing services. We do not disclose your personal data to third parties without your consent, except when required by law or necessary for the performance of our business obligations. You have the right to access your personal data, correct them, restrict processing, or delete them. For more information, please see our “Privacy Policy” on our website.