(Version 4/2022)
1.1 These General Terms and Conditions (hereinafter referred to as GTC) of the company ALBA CR spol. s r.o. with its registered office at Masarykovo náměstí 26, Škvorec, identification number: 629 09 134, registered in the Commercial Register of the Municipal Court in Prague, Section C, Entry 34750 (hereinafter referred to as the Seller) regulate in accordance with the provisions of § 1751, Paragraph 1 of Act No. 89 / 2012 Coll., Czech Civil Code (hereinafter referred to as the Civil Code) the mutual rights and obligations of the contracting parties, which arise in connection with or on the basis of a sales contract (hereinafter referred to as Purchase Contract) between the Seller and another legal or natural person (hereinafter referred to as the Buyer). The Seller and the Buyer are collectively referred to as Contracting Parties.
1.2 General terms and conditions or contractual conditions of the Buyer that deviate from these GTC or ancillary agreements and warranties will not be taken into account unless the Seller has consented to them in writing. This also applies if the Buyer places an order on the basis of his own, different or additional terms and conditions. Deviating or additional conditions, with which the Seller has not expressly agreed to, will not in any case become part of the Purchase Contract.
1.3 Provisions that differ from the GTC can be agreed in a framework purchase agreement or a separate purchase agreement. Deviating provisions that have been agreed in the framework purchase agreement or in the separate purchase agreement take precedence over the provisions of these GTC. All agreements and arrangements between Seller and Buyer regarding supplies and services must be made in writing.
1.4 By concluding the Purchase Contract, the Buyer agrees with the GTC as well as the Complaint Procedure and Quality Guarantee of ALBA CR spol. s r.o. and confirms that he is duly acquainted with them. The provisions of the GTC together with the Complaint Procedure and Quality Guarantee, are an integral part of the Purchase Contract.
1.5 The Seller reserves the right to change these GTC at any time. This provision does not affect the rights and obligations that arise during the period of validity of the previous version of the GTC. The valid wording of the GTC is published on the Seller’s website alba.progresium.cz.
2.1 Unless expressly stated otherwise in writing, the Seller’s offers are non-binding and subject to change. The presentation of the goods on the website and in the printed price lists of the Seller is purely informative and the Seller reserves the right to change or correct them. The Seller is not obliged to enter into a purchase agreement regarding these presented goods. The provisions of § 1732 par. 2 of the Civil Code shall not apply.
2.2 Unless expressly stated or agreed otherwise, the prices apply to the products as described, not to the accessories shown, decoration, assembly and transport.
2.3 Realisation documents (e.g., 3D-models, photographs, sketches, samples), price calculations and other documents provided to the Buyer are the intellectual property of the Seller. In particular, they may not be reproduced, published or made available to third parties, even in part, without the Seller’s prior written consent and must be returned to him upon request.
3.1 The Seller can conclude a framework purchase agreement with the Buyer. The framework purchase agreement defines the basic conditions for business cooperation between the Seller and the Buyer. Any natural or legal person who uses goods purchased from the Seller for resale and who has a valid trade license to carry out such an activity can become a Buyer.
If such a natural or legal person expresses an interest in becoming a business partner of ALBA CR spol. s r.o. (hereinafter also “the Applicant”), the person contacts the sales representative responsible for the region, who will send the Applicant a draft contract. The Applicant sends the completed and signed framework purchase agreement in duplicate together with the original or a copy of the extract from the Commercial Register, resp. trade license in the case of natural persons not registered in the Commercial Register, back to the Seller.
A copy of this agreement is signed by the authorized person of the Seller and sent back to the Applicant. In the event that the framework purchase agreement is signed by a person other than the legal representative of the Buyer (or the entrepreneur himself in the case of a natural person), this person is obliged to attach an officially certified power of attorney to the contract, authorizing him to sign the contract. The information given in the contract – information about the Applicant – must be filled out accurately, truthfully and completely by the Applicant, as they serve as the basis for the introduction to the Seller’s information system.
3.2 By signing the framework purchase agreement including its appendices by both Contracting Parties, the applicant becomes the Buyer – business partner of the Seller.
4.1 The Buyer is obliged to always place orders in writing and deliver them to the Seller. The order must be sent electronically by email or via a reservation in the 3D configurator to the Seller’s sales department.
4.2 In particular, the Buyer shall specify in the order the following:
4.3 Business partners with a framework purchase agreement can also order the goods on the basis of a reservation in the configurator on the Seller’s website.
4.4 The Purchase Contract between the Seller and the Buyer is concluded by the delivery of the order confirmation, which is sent by the Seller to the Buyer by e-mail to the address of the Buyer’s contact person. Unless otherwise agreed in writing with the Buyer, it is considered that the business relationship is governed by these terms and conditions, which take precedence over any terms and conditions on the part of the Buyer.
4.5 The order confirmation contains the reference number of the order in the Seller’s system and a list of the ordered goods with prices for verification. The Buyer is obliged to check the content of the order confirmation. If the order confirmation contains changes to the Buyer’s order, these are deemed to have been approved by the Buyer, unless the Buyer objects to them in writing within three days of receipt of the order confirmation.
4.6 The Buyer agrees to the use of means of distance communication when concluding the Purchase Contract. The costs incurred by the Buyer in the use of means of distance communication in connection with the conclusion of the Purchase Contract (costs for internet connection, telephone costs) shall be borne by the Buyer himself.
5.1 The purchase price for each specific product is determined according to the Seller’s price list valid at the time of the specific business case (hereinafter referred to as the price list) after deduction of the dealer discount, and is calculated according to the exact variant of the product. The final purchase price is stated on the order confirmation. The prices must always be stated on the invoice.
5.2 The valid version of the price list is the one currently published on the website alba.progresium.cz. Printed price lists are also available at the Seller’s premises and can also be sent at the Buyer’s request.
In the Seller’s price lists, prices are given in CZK (for the Czech Republic) or in EUR (for other countries), whereby the statutory VAT rate is added to the agreed purchase price. In the case of international payments where the Buyer pays in a foreign currency, the amount transferred must correspond to the invoice amount in EUR. All transfer fees and other costs incurred as a result are borne by the Buyer.
5.3 The Buyer is obliged to pay the purchase price in cash upon receipt of the goods or by non-cash bank transfer to the Seller’s account. In order to pay the purchase price, the Seller issues the Buyer a sales invoice due 14 days from the invoice date, unless otherwise agreed in individual business cases. The Seller hands over the invoice to the Buyer personally or sends it electronically to the agreed e-mail address. The payment period begins on the day the invoice is issued. The method of payment is specified on the order confirmation.
5.4 The Seller reserves the right to issue invoices for partial deliveries.
5.5 The Seller reserves the right to require an advance payment from the Buyer before concluding the Purchase Contract. Upon receipt of the Buyer’s order, the Seller issues an advance invoice which is sent to the Buyer. Only after receipt of the corresponding amount on the Seller’s account or payment of the invoice amount in cash at the Seller’s cash register will the ordered goods be put into production or reserved for the Buyer.
5.6 In the event that the Buyer is in default with his obligations to the Seller more than 30 days past due, the Seller can stop processing further orders, unless the Contracting Parties agree otherwise.
5.7 In the event of the Buyer’s delay with the payment of the invoice for delivered goods, the Seller may claim late payment interest of 0.05% of the unpaid invoice for each day of the delay. The late payment interest begins on the day following the due date of the invoice and ends on the day of receipt of payment by the Seller.
5.8 The Seller reserves the right to adjust the price list according to the development of foreign exchange rates announced by the Czech National Bank and changes by suppliers, whereby the price of the goods is based on the price list valid on the day of the order. The new price list is valid from the date specified in the new price list.
6.1 In all circumstances, the Seller tries to comply with the confirmed delivery date stated in the order confirmation. Unless expressly agreed otherwise in writing, the confirmed delivery date is non-binding and should be understood as assumed.
6.2 Additional requests for changes and additions to the order by the Buyer extend the delivery time accordingly. The same applies to cases where unforeseen obstacles occur for which the Seller is not responsible, such as obstacles on the part of subcontractors, force majeure, strikes, lockouts or delays in the supply of basic components. The Seller will immediately inform the Buyer and the agreed delivery time will be extended accordingly. If the Seller is unable to deliver the goods after the agreed deadline or if unforeseen obstacles last longer than six weeks, the Buyer is entitled to withdraw from the Purchase Contract or part thereof, if it has not yet been fulfilled.
6.3 If the Buyer does not take over the goods on time, the Seller can store the goods for a period of 8 weeks at the risk and expense of the Buyer. The Buyer is obliged to pay the Seller a storage fee of CZK 50 per item for each day of delay in collecting the goods. At the same time, the Seller is entitled to insist on the performance of the Purchase Contract, or after setting a reasonable period, to withdraw from the Purchase Contract and sell the goods elsewhere.
6.4 In the event that the Buyer cancels the order for any reason after the order has been confirmed by the Seller, the Buyer is obliged to take over the goods or to contribute financially to 50% of the goods already produced, unless the Contracting Parties agree otherwise. In this case, the Seller must allow an inspection of the manufactured or semi-finished goods in his production facilities. This contractual penalty is payable within 14 days from the date of the cancellation of the order by the Buyer.
6.5 Should circumstances arise at one of the Contracting Parties that prevent the proper fulfilment of the Purchase Contract, they are obliged to notify the other Contracting Party immediately in writing.
6.6 If the order cannot be fulfilled for reasons that are not the responsibility of the Seller, both the Buyer and the Seller have the right to withdraw from the Purchase Contract without being obliged to pay the other Contracting Party any compensation. The Seller is obliged to inform the Buyer immediately of the unavailability of the goods and to return any advance payments made by the Buyer for the goods.
7.1 The Seller bears the costs associated with the delivery of the goods at the place of performance. The Buyer bears the costs associated with taking over the goods.
7.2 The Seller is obliged to deliver the goods to the place of performance in accordance with the Buyer’s orders, the confirmed delivery date and price. The Seller undertakes to deliver the goods in the ordered quantity, design and quality. If required by the nature of the goods, assembly instructions, guarantee certificates, etc. must be enclosed with the products.
7.3 The Seller undertakes to deliver the goods properly packaged so that they are not damaged, in particular during transport. The goods are packed in cardboard boxes marked with the code and specification of the product. Due to their shape, some products cannot be packaged this way and are therefore properly packed in transparent stretch wrap.
7.4 The type of delivery of the goods is agreed upon when ordering the goods. The Seller reserves the right to deliver the goods before the agreed delivery date or in partial deliveries, and the Buyer is obliged to accept the partial deliveries. If the Seller cannot deliver the goods within the agreed period, the Buyer is obliged to grant him a reasonable replacement period.
7.5 If the Buyer arranges his own transport, he must inform the Seller in advance about the type of collection. Personal collection from the Seller’s warehouse is only possible during working hours of the warehouse (the company). The goods are handed over to the Buyer from the warehouse on presentation of the goods issue slip issued by the Seller.
7.6 In case of interest, the transport of goods can be arranged together with the order. The price for the transport is calculated individually for each business case and agreed with the Buyer before the order is confirmed.
7.7 In the case of a delivery abroad, the delivery conditions apply ex works (EXW). The freight costs for the transport service will be charged to the buyer.
7.8 The authorized representative of the Buyer is obliged to take over the ordered goods and to confirm their receipt with his signature on the delivery note.
7.9 The Buyer is obliged to check the goods immediately upon receipt. If the goods are not delivered according to the delivery note (shortage) or if recognizable defects are found, the Buyer will immediately notify the Seller by telephone and then issue a written complaint about delivery no later than 3 working days after receipt and deliver it to the Seller. If quantitative or obvious surface defects are not complained about as described above, the Buyer cannot assert any rights from defective performance.
7.10 If the goods are delivered to the Buyer by a transport service and the packaging (box) of the goods is damaged or an obvious defect on the goods is recognizable, the Buyer is obliged to write a complaint report about the obvious defects immediately with the transport service (driver) and send it to the Seller immediately (no later than 5 working days from delivery). If this notification is not made and obvious defects are not reported as above, the damaged parts of the chairs will not be recognized as a complaint and the repairs will be charged to the Buyer.
7.11 If the Buyer has ordered the delivery and / or assembly of goods, he must ensure the conditions for the provision of the service in a timely manner and at his own expense. In particular, the driveway to the delivery location must be cleared, electricity, water, lighting and heating must be available at the assembly or installation site, and an elevator must be available from two floors up. Furthermore, the space for assembly must be cleared and clean. Damage and costs resulting from non-compliance with these conditions shall be borne by the Buyer.
7.12 Unreasonable refusal to accept the delivered goods or unreasonable refusal to confirm the delivery note is considered a breach of the Buyer’s obligations. In such a case, the Buyer undertakes to compensate the Seller for additional costs for storage of goods, repeated delivery and other costs, or other damage that the Seller incurs.
8.1 Unless otherwise agreed in writing, the place of performance is the Seller’s warehouse. The Seller’s obligation to deliver the ordered goods is fulfilled by handing it over to the Buyer at the agreed place of performance or at the moment of handover to the transport service for transport to the destination. From this point on, the risk of property damage (risk of damage, loss, theft, etc.) passes from the Seller to the Buyer.
8.2 If the Buyer is in default with the acceptance of the goods, the risk of damage to the goods is transferred to the Buyer from the point at which the goods are ready for delivery.
8.3 Damage to the goods that occurred after the risk of damage has passed to the Buyer does not affect the Buyer’s obligation to pay the purchase price. The above conditions apply accordingly to partial deliveries.
9.1 According to § 2132 of the Civil Code, the Seller reserves the right of ownership to the goods. Ownership is transferred in full to the Buyer upon payment of the purchase price. Until then, the goods remain the property of the Seller.
10.1 Liability for defects in goods and warranty is regulated by the Complaints Procedure and Quality Guarantee of the company ALBA CR spol. s r.o., which is an integral part of the Purchase Contract and is published on the website www.alba.progresium.cz.
11.1. Unless it is contrary to binding legal regulations, the Seller is only liable for damage caused by gross negligence or intent on his part. This limitation of liability does not apply to compensation for damage to health. In the event of a breach of fundamental contractual obligations due to gross negligence, compensation is limited to ordinary and foreseeable damage. In this case, the Seller is liable for an amount up to the value of the purchase contract, but not more than the amount covered by his liability insurance. The Seller is not liable for indirect damages, lost profits, loss of orders, damages caused by claims by third parties or for damage caused by improper or incorrect use, natural wear and tear, improper or negligent handling and storage.
12.1 Both the Buyer and the Seller undertake to maintain all business and trade secrets, in particular confidentiality of the facts they have learned in the course of their activities or the negotiation and implementation of a business relationship, unless the information is general and publicly known.
12.2 The Buyer agrees that the Seller may collect, process, store and handle the Buyer’s data, including personal data, to the extent necessary for business communication, negotiation of the contractual relationship, performance of the contract, protection of rights and fulfilment of legal obligations by the Seller. The Seller keeps the information only for the time strictly necessary to ensure the rights and obligations arising from both the contractual relationship and the relevant legal regulations. The declaration on the processing of personal data at ALBA CR spol. s r.o. can be found at alba.progresium.cz.
13.1 These business conditions are governed by the Czech law.
13.2 The Czech version is binding for translations of the GTC.
13.3 The GTC are subject to change. Every Purchase Contract is subject to the GTC, Complaints Procedure and Quality Guarantee valid at the time it is concluded.
13.4 Should any provision of these GTC be invalid, illegal or legally unenforceable for any reason, the validity of the remaining provisions or the purchase contract remains unaffected.
