Terms and conditions

of business company czECO s.r.o., having registered office at Revoluční 1056/8a, 110 00 Prague 1
Company ID:28958900, Tax ID: CZ28958900
registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 155910
operator of the showroom Premium Gastro at the address Františka Diviše 1012/64, 104 00 Prague – Uhříněves
operator of the e-wholesale store Premium Gastro through a website at the Internet address premium-gastro.com

1. INTRODUCTORY PROVISIONS
   1. Pursuant to Section 1751(1) of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter as the “Civil Code”), these Business Terms and Conditions (hereinafter as the “Business Terms”) of business company czECO s.r.o., having registered office at Revoluční 1056/8a, 110 00 Prague 1, Company ID: 2895890, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 155910 (hereinafter as the “Seller”), regulate mutual rights and obligations of the Contracting Parties arising in connection with or based on a purchase contract (hereinafter as the “Purchase Contract”) concluded between the Seller as one party and a business person as the other party (hereinafter as the “Buyer”) through the Seller’s e-wholesale store (hereinafter as the “E-wholesale Store”). The Seller operates the E-wholesale Store on a website at the Internet address premium- gastro.com. These Business Terms shall further apply to Purchase Contracts concluded between the Seller and a business person in different manner than via the Seller’s E-wholesale Store.
   2. A business person shall be understood as a person who independently pursues gainful activities, on his/her own account and responsibility, in the form of a trade or in a similar manner, with the intention to do so consistently for gaining profits. For the purposes of consumer protection, the term “business person” shall also include any person who enters into contracts related to his/her own trading, production or similar activities, or in the scope of independent performance of his/her profession, and a person who acts in the name or on behalf of a business person. For the purposes of these Business Terms, a business person shall be understood as a person acting in the scope of his/her business activities. Where the Buyer provides his/her identification number in his/her order, the Buyer acknowledges that the Buyer is subject to the rules set out in these Business Terms.
   3. These Business Terms shall not apply to cases when a person intending to make a purchase is a person who, when placing an order for goods, does not act within his/her business activities or independent performance of his/her profession.
   4. Provisions derogatory from these Business Terms may be stipulated in a Purchase Contract. Derogatory provisions in a Purchase Contract shall prevail over those of the Business Terms.
   5. Provisions of these Business Terms shall form an integral part of a Purchase Contract. A Purchase Contract and these Business Terms shall be executed in Czech and English.
   6. The Seller may amend or complete the text of these Business Terms. This provision shall not affect any rights and obligations arising during the term of validity of the previous text of the Business Terms.
      
      
       
2. ENTERING INTO A PURCHASE CONTRACT
   1. All presentations of goods posted on the Seller’s E-wholesale Store are of an information nature only and the Seller is not obliged to enter into a Purchase Contract based on the Buyer’s order for the goods ordered. The mere placement of goods offered in the E-wholesale Store, without further action, shall not constitute an offer for entering into a Purchase Contract. The provision of Section 1732(2) of the Civil Code shall not apply.
   2. The website featuring the Seller’s E-wholesale Store contains information on goods, including list prices of individual articles.
   3. An order for goods may be placed only after registration - creation of a customer account in the Seller’s E-wholesale Store, where the Buyer shall enter his/her access name and password. As the next step, the Buyer selects goods from the Seller’s E- wholesale Store, indicating the quantity of the goods, method of transport, preferred form of payment and delivery address, and sends an enquiry for goods to the Seller through the portal. Based on this enquiry, the Seller shall check whether the required type of goods and the quantity are available from the manufacturer, verifying the term of delivery of the goods, and subsequently, the Seller shall send the final offer of goods to the Buyer. The final offer includes the identification data of the Seller as a supplier and those of the Buyer as a customer, codes of goods, quantity, unit prices, discounts, if any, the total price of the goods excl. and incl. VAT, approximate date of delivery of the goods depending on the respective manufacturer or supplier, costs associated with delivery of the goods and the form of payment of the purchase price. The Purchase Contract shall be concluded at the moment when the Buyer confirms the Seller’s final offer. By sending the confirmation of the offer, the Buyer declares vis-à-vis the Seller that the former has read these Business Terms. The Buyer’s invoicing data cannot be changed once the confirmation of the final offer is sent to the Seller.
   4. In the enquiry for goods, the Buyer must provide correct and true data as required. The Seller treats these data as correct and true; the Seller is under no obligation to check the data for correctness, completeness or validity and is not liable for any difficulties caused by the Buyer’s provision of false or invalid data.
   5. The Buyer acknowledges that the Seller is entitled to cancel the Buyer’s enquiry or a part thereof before the Purchase Contract is concluded if the given goods are no longer produced, or are no longer delivered by the Seller, or where the price of the goods has changed considerably. The Seller cooperates with several dozens of manufacturers of goods in gastronomy and acts as an exclusive distributor of such goods in the region of the European Union, or the European Economic Area, the Ukraine and Russian Federation. In case the situation delineated above occurs after a Purchase Contract is concluded, the Seller has a right to withdraw therefrom. In such case, the Seller is obliged to refund the purchase price or a portion thereof to the Buyer in the same way as the purchase price or a portion thereof has been paid by the Buyer, or, as the case may be, in accordance with an individual agreement with the Buyer.
   6. The Buyer shall acquire the title to the goods by payment of the purchase price in full.
   7. The Buyer agrees to the use of remote communication means in concluding a Purchase Contract. Costs incurred in using remote communication means in connection with concluding a Purchase Contract shall be borne by the Buyer.
   8. By concluding a Purchase Contract, the Buyer expressly acknowledges and agrees that these Business Terms form an integral part of the Purchase Contract and declares that the Buyer has acquainted himself/herself with these Business Terms in detail. Prior to execution of the Purchase Contract, the Buyer was advised of these Business Terms to an adequate extent and was given an opportunity to read the complete text of the same.
      
      
       
3. PRICE AND PAYMENT TERMS
   1. Prices of goods displayed in the E-wholesale Store are quoted exclusive of VAT. Prices do not include any costs connected with delivery of goods. Prices of goods remain valid as long as prices are displayed in the Seller’s E-wholesale Store. This provision shall not restrict the Seller’s option to enter into a Purchase Contract under terms and conditions agreed upon individually.
   2. Accessories, fittings and decorative items are not included in the goods purchased unless expressly stated otherwise in descriptive captions of goods.
   3. Any discounts from prices of goods provided to the Buyer by the Seller cannot be combined.
   4. The Seller’s E-wholesale Store contains information on costs connected with delivery of goods. This information applies only to delivery of goods within the Czech Republic. Costs of delivery of goods must be paid to the Seller by the Buyer together with the purchase price. These costs shall be indicated in the Seller’s final offer of goods and are subsequently accepted by the Buyer’s confirmation of the final offer.
   5. For orders of goods in the value not exceeding the amount of CZK 10,000.00 excl. VAT, costs of transport shall amount to a lump sum of CZK 500.00, for orders of goods in the value exceeding the amount of CZK 10,000.00 excl. VAT, transport is free of charge within the Czech Republic. This provision, however, shall not apply to orders for charcoal and delivery of all goods to distributors where prices have been agreed on an individual basis.
   6. All information regarding payment terms is communicated to the Buyer in an e-mail in which the Seller sends the final offer to the Buyer. Payments made to the Seller may be effectuated in the form of cash on delivery, by bank transfer to the Seller’s account specified in the heading of tax documents, or using PayPal service.
   7. The price of goods shall be paid before delivery upon an advance payment invoice, issued for 100% of the purchase price. The Buyer shall receive the final invoice after goods are delivered and collected. The Seller may provide regular customers with a discount from the purchase price; the discount shall be shown in the offer sent to the Buyer based on his/her order.
      
      
       
4. DELIVERY OF GOODS
   1. The Buyer acknowledges that the delivery period of goods by the Buyer is subject to delivery of the same by the given manufacturer or supplier. The Buyer is aware that it is not within the Seller’s capabilities to procure goods ordered by the Buyer otherwise than from the manufacturer or supplier directly, whereas the Seller is obliged to keep the Buyer informed of any changes in delivery of goods based on information obtained by the manufacturer or supplier.
   2. The place of performance is the place of delivery of goods specified in the order.
   3. The Buyer or a person appointed by the Buyer may collect goods in person from the Seller’s distribution point at the address of the showroom specified in the heading of these Business Terms, whereas the right to collect goods must be proven by the Buyer by submitting the Buyer’s confirmation of the Seller’s final offer. In the event the Buyer fails to collect goods in person within fourteen (14) days of delivery of a call of collection of the goods at the latest or within another period agreed upon, the Seller has a right to withdraw from the Purchase Contract in writing and the Buyer is obliged to pay a contractual penalty at the rate of 20% of the price of goods . The Buyer must pay the contractual penalty without undue delay after the Buyer is asked to do so by the Seller.
      
      If the purchase price has a lready been paid by the Buyer and the Purchase Contract is withdrawn from, the purchase price shall be refunded to the Buyer in a manner agreed by the Parties. The Seller’s right to a contractual penalty shall not be affected thereby.
   4. In case a Purchase Contract stipulates that the Seller is obliged to deliver goods to a place determined by the Buyer in the order, goods shall be delivered - where conditions allow - to the main entrance to the building located at the address indicated by the Buyer as the place of delivery. The Buyer must be present in the place of delivery and provide the carrier with all necessary assistance, or to ensure that another authorized person is present for this purpose.
   5. The Buyer is under the obligation to inform the Seller in advance of any difficulties or impediments that might affect the delivery or unloading of goods. In particular, the Buyer must note in the enquiry for goods whether there are stairs, lifts, or doorsteps in the place of delivery. In his/her order, the Buyer must give an accurate indication of the place of delivery and provide the name and contact data of the authorized person who is to collect goods.
   6. The delivery term is between a few days and weeks and its length varies in accordance with the type of goods and availability of the same with the manufacturer or supplier. The Buyer acknowledges that the delivery term indicated in the Seller’s offer is indicative only and is based on data provided to the Seller by manufacturers or sellers on preparation of the offer. However, it is in the interest of the Seller to deliver goods to the Buyer as soon as possible. In the event any goods ordered are currently unavailable, the Buyer shall be informed in this respect by a notification sent to the contact e-mail address or by a telephone call at the number as specified in the order. At the Buyer’s request, the Seller undertakes to notify the Buyer of the approximate time of unloading of goods in the place of performance.
   7. The goods ordered shall be sent using one of the Seller’s contracted carriers, or through the Buyer’s carrier in case the said method of transport is indicated by the Buyer in the enquiry for goods. The consignment shall be accompanied by an invoice which shall serve as a document attesting to the conclusion of the contract. If goods are delivered through a carrier chosen by the Seller, the Seller has a right to charge postage and packaging costs in the amount of CZK 500.00 per consignment. This provision shall not apply to orders for charcoal and delivery of all goods to distributors where prices have been agreed on an individual basis.
   8. The day of delivery of goods shall be understood as the day when goods are handed over to the first contracted carrier of the Seller, or contracted carrier of the Buyer where the Buyer arranges for transport himself/herself. The Seller’s obligation to deliver goods in a timely and due manner in accordance with the delivery term indicated shall be fulfilled even if a contracted carrier of the Seller or Buyer is enabled to collect the goods to be delivered but the goods have not been collected without fault on the part of the carrier.
   9. In case the method of transport has been agreed on the basis of the Buyer’s specific requirement, the Buyer shall bear the risk and any additional costs associated with such method of transport.
   10. If, for reasons attributable to the Buyer, goods have to be delivered repeatedly or in a manner different from that indicated in the order, the Buyer is obliged to pay any related costs. The effect of the handover of goods shall arise also if the goods ordered are not collected by the Buyer upon delivery in the place and at the time given in the order, specifically at the moment the obligation to collect the goods is violated by the Buyer. In case goods cannot be delivered to the place of delivery stated by the Buyer, the Seller has a right to take the goods back to the Seller’s warehouse or dispose of the goods in another suitable manner at the Buyer’s costs.
   11. The Buyer is obliged to confirm the collection of goods by signing the respective invoice or delivery note. In collecting goods, the Buyer must check that packaging of goods is intact, goods have no apparent defects and are complete. In case packaging of goods is found to be extensively damaged, the Buyer is not obliged to collect the goods. Where such goods are collected by the Buyer, the Buyer must provide a brief description of the damage of the packaging or goods in the delivery note or goods release note when confirming the same. By signing the delivery note/goods release note without providing the above description, the Buyer confirms that the packaging is intact and the goods show no apparent damage.
   12. The risk of damage to goods shall pass to the Buyer on the day when goods are collected.
       
       
        
5. RIGHTS FROM DEFECTIVE PERFORMANCE, QUALITY GUARANTEE
   1. Rights and obligations related to rights from defective performance shall be governed by relevant legislation of general application, chiefly Sections 1914 through 1925 and 2099 through 2117 of the Civil Code.
   2. The Seller is responsible for ensuring that the goods delivered have attributes stated in a Purchase Contract and are defect-free. Above all, the Seller is responsible vis-à- vis the Buyer that at the time when the latter collects the goods:
      1. the goods have the attributes agreed between the Parties and in the absence of such agreement, the goods have the attributes described by the Seller or manufacturer or expected by the Buyer with respect to the nature of the goods and based on advertising provided by the Seller,
      2. the goods are fit for the purpose that the Seller declares as regards the use of the same by the Seller, or for which goods of the given type are generally used,
      3. the quality or design/workmanship of the goods is compliant with the specimen or template agreed, where quality or design/workmanship has been determined according to a specimen or template agreed,
      4. the quantity, dimensions or weight of the goods are conforming,
      5. the goods meet requirements of legal regulations.
   3. In the case of goods sold at lower prices, the provisions set forth in Cl. 5.2 of these Business Terms shall not apply to defects for which lower prices have been provided, to tear and wear of goods caused by customary use of the same, to used goods for defects corresponding to the extent of use or tear or wear present in the goods when collected by the Buyer, or where implied by attributes of goods.
   4. In the event the goods are not compliant with the Purchase Contract when received by the Buyer, the Buyer has a right to have the goods, free of charge and without any undue delay, restored to the condition corresponding to the Purchase Contract, in accordance with the Buyer’s requirement either by having the goods replaced with new goods, or repaired, or, as the case may be, by being provided a discount from the purchase price. The Buyer has a right to withdraw from the Purchase Contract only provided that the Buyer informs the Seller of defects of the goods in a timely manner and these defects constitute a substantial breach of the Purchase Contract.
   5. Rights arising from defective performance may be exercised only in relation to goods purchased from the Seller.
   6. A complaint, i.e. a notification of a defect, may be lodged in writing in a letter sent by registered post to the address of the Seller’s showroom specified in the heading, or by e-mail to info@premium-gastro.com. A notification of a defect must contain the following information as a minimum: the Buyer’s name, registered office, Company ID, telephone and e-mail contact, number of the Purchase Contract, identification of the goods under complaint, detailed description of the defect, and, where possible, photo-documentation should be attached.
   7. In reporting a defect, the Buyer must inform the Seller which of the rights arising from defective performance has been chosen by the Buyer. The chosen right cannot be changed by the Buyer without the Seller’s consent. This shall not apply if the Buyer requires that the given defect should be repaired, and this defect shows to be irreparable. Unless the Seller remedies the defects within a reasonable period or if the Seller notifies that Buyer that the defects will not be remedied, the Buyer may require - instead of remedying the defect - a reasonable discount from the purchase price or withdraw from the Purchase Contract.
   8. The Seller shall make a decision on a complaint within one week. This time-limit shall not include a reasonable period necessary, with respect to the type of goods, for an expert evaluation of a defect by the manufacturer, and a period during which the Buyer is in delay with supplying documents required for the evaluation of the complaint. A complaint, including the remedy of the defect concerned, must be disposed of without undue delay, no later than within 60 days of the day when the complaint is lodged, unless a longer time-limit is agreed between the Seller and Buyer. The method of disposal of the complaint and the length of the complaint process must be confirmed in writing to the Buyer by the Seller. The operation of the time-limit for settling the complaint shall be suspended if the Seller does not receive all documents necessary for settling the complaint, specifically until all documents required are supplied by the Buyer.
   9. The complaint procedure and the Seller’s complaint settlement process are regulated in detail in the Seller’s Complaint Rules.
   10. The Seller declares that an article or an individual part thereof shall be fit for use for the common purpose, or retain common attributes for a certain period, whereas the length of the guarantee period and the time when the guarantee period begins to run are subject to terms and conditions provided by manufacturers; these terms and conditions are available to the Buyer on the manufacturers’ websites, in their catalogues, etc.
   11. The Buyer has no guarantee rights if a defect has been caused by external circumstances after the risk of damage to goods passes to the Buyer.
       
       
        
6. PROTECTION OF PERSONAL DATA
   1. When processing the Buyer’s personal data, the Seller observes requirements of Act No. 101/2000 Coll., on Personal Data Protection, as amended (hereinafter as the “Act”), and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (hereinafter as the “GDPR”), as amended.
   2. Personal data represent any information that might be used to identify a person and might include a person’s name, trade name, registered office, e-mail address, telephone number, access data to the Seller’s E-wholesale Store (account number, password), marketing preferences, information related to social media accounts or payment card number. The Buyer’s personal data shall be understood as any link of data with the Buyer’s personal data.
   3. The Seller shall treat any personal data obtained as confidential data. Supervision over the personal data protection is conducted by the Office for Personal Data Protection.
   4. By registering in the Seller’s E-wholesale Store and by checking the relevant box, the Buyer gives consent to the Seller to processing and collecting of the Buyer’s personal data in the Seller’s database to the extent specified in the order. The Buyer can also register by way of electronic communication between the Seller and Buyer, initiated by the Buyer’s request for registration sent to the Seller by e-mail. The Buyer’s personal data shall be processed for the purpose of execution of rights and obligations from a Purchase Contract and for fulfilment of obligations and exercise of rights from any breach of a Purchase Contract for a period necessary for the given purpose of processing, or, as appropriate, for a longer period if an obligation to retain and process personal data for a longer period is laid down by the Act. Accordingly, a Purchase Contract constitutes a legal basis for processing of the Buyer’s personal data in connection with performance of the order placed by the Buyer.
   5. By checking the relevant box, the Buyer expresses his/her consent to processing of the personal data provided in the order also for the purpose of receiving news in all forms, i.e. for the Seller’s marketing purposes (offers of products and services, receiving information on campaigns, products, commercial communications on the Buyer’s electronic or postal address), until the Buyer’s interest in receiving the Seller’s commercial communications lasts; the Buyer’s interest may be terminated by revoking his/her consent at any time. The consent to the processing of personal data provided in the order also for the purpose of receiving news in all forms, i.e. for the Seller’s marketing purposes, may be given through electronic communication between the Seller and Buyer, when the Buyer sends the consent to the Seller by e- mail. In such case, the Buyer’s consent constitutes the legal basis for processing of the Buyer’s personal data in connection with marketing communication.
   6. If the Buyer gives consent to the processing of personal data for marketing communication purposes, the Buyer shall be considered to agree to receive electronic, paper or telephone commercial communications. The consent may be revoked free of charge by the Buyer at any time, either by sending a request for revocation to the Seller’s registered office address, or to the e-mail address specified above in these Business Terms, or by clicking the link “I am not interested in receiving commercial communications”, which is included at the end of every electronic commercial communication sent by the Seller.
   7. By sending the order and by expressing his/her consent, the Buyer confirms that all data provided are true; otherwise, the Buyer is liable for consequences ensuing from any false data provided. Moreover, the Buyer confirms that the Buyer has been properly informed of his/her rights, and in view of that, the Buyer acknowledges that he/she has rights as per paras. 11 and 21 of the Act, i.e. in particular, the provision of data is voluntary and the consent given may be revoked free of charge at any time at the Seller’s address. The Buyer has a right to access his/her personal data, i.e. to require an extract of data in a format that the Seller is able to provide, the right to obtain rectification of inaccurate, obsolete or incomplete personal data, the right to obtain blocking of incorrect personal data, the right to obtain erasure of personal data in case the Seller has no valid legal title to store such data, or after expiry of the determined storage period, the right to object, at any time and without a reason being stated, to processing of personal data for the marketing purposes specified above, the right to obtain restriction of processing of personal data for a period when the above objection is assessed. In addition, the Buyer has a right to lodge complaint with the Office for Personal Data Protection in case the Seller fails to respond to the Buyer’s request within 1 month.
   8. The Buyer’s personal data are fully secured against misuse, on the level of securing the operating environment and by encoding. Information provided by the Buyer is transferred in an encoded form by means of the SSL protocol, in order to prevent misuse of personal data by third persons. This level of security is indicated by the presence of a padlock icon displayed in a web browser and the address line beginning with https.
   9. The Seller is entitled to transfer the Buyer’s personal data to other persons, especially external carriers, but also to the extent to which it is necessary for delivering the goods. In case the Buyer finds or believes that the Seller processes the Buyer’s personal data contrary to the protection of the private and personal life (e.g. the data processed are inaccurate) or at variance with valid legal regulations, the Buyer may ask the Seller for explanation and for rectifying the situation, chiefly for blocking, completion or destruction of personal data. If the Seller finds the Buyer’s request justifiable, the Seller must remedy the defective situation immediately. Unless the Buyer’s request is disposed of affirmatively, the Buyer has a right to contact the Office for Personal Data Protection directly.
   10. Upon the Buyer’s written request, personal data may be removed from the database unless the data concerned are personal data that the Seller is allowed by the Act to process without the Buyer’s consent. The individual measures and other information concerning the processing and protection of the Buyer’s personal data are contained in the controller’s records maintained under Art. 30 of the GDPR and are available at request. The Seller shall not transfer the Buyer’s personal data to any other persons, with the exception of providers of transport services in connection with delivery of the goods ordered (see above), accounting services in connection with entering of tax documents into the accounts, or legal services as to attending to matters related to legal relations between the Contracting Parties.
       
       
        
7. OTHER PROVISIONS
   1. The Seller owns and operates the website and the E-wholesale Store, and, pursuant to Act No. 121/2000 Coll., on Copyright, as amended, the Seller is entitled to exercise property rights to the same. The Seller has all copyrights to the Seller’s own content, including visualisation and design of the websites, all images posted on the websites as well as the E-wholesale Store. The Seller reserves the right to restrict access to the Seller’s websites, or the E-wholesale Store for a period necessary for the maintenance, repair, and adjustment of the system or for introducing new features.
   2. The Seller is not responsible for any errors, omissions or technical problems that might emerge in using the websites or E-wholesale Store. Whenever the Seller learns that the content is incorrect, and where technically possible and economically acceptable, the Seller shall repair the content as fast as possible. This does not affect the Seller’s liability for defects of goods purchased from the E-wholesale Store by the Buyer in the sense of valid legal regulations.
      
      
       
8. FINAL PROVISIONS
   1. No codes of conducts are binding on the Seller in relation to the Buyer within the intention of Section 1826 of the Civil Code.
   2. The Buyer hereby assumes the risk of change of circumstances in the sense of Section 1765(2) of the Civil Code.
   3. For payments in cash, the Seller is obliged to issue a receipt to the Buyer in conformity with Act on Registration of Sales. The Seller is also obliged to register the sales received with a tax administrator online; or no later than within 48 hours in case of a technical failure.
   4. All relations created in connection with a Purchase Contract and not regulated in these Business Terms shall be regulated by the valid legal order of the Czech Republic, primarily Act No. 89/2012 Coll., the Civil Code, as amended.
   5. The Seller is entitled to change these Business Terms at any time. A new text of these Business Terms shall become effective on the day when published on the Seller’s website unless the Seller determines a later date of effect for a specific change of these Business Terms. Before making each individual purchase from the Seller’s E- wholesale Store, the Buyer is obliged to read the effective text of these Business Terms. If the Buyer purchases goods from the Seller’s E-wholesale Store after the given change of these Business Terms becomes effective, the Buyer is considered to accept the new text of these Business Terms without reservations. In case a registered customer does not agree to a change of the Seller’s Business Terms, the customer has a right to cancel his/her registration at any time. A registered customer may anytime cancel his/her customer account, which fact shall be communicated to the customer in an information e-mail sent to the e-mail address provided by the customer upon registration.
   6. Should any provision of these Business Terms be found or become invalid or ineffective, such provision shall be replaced by a provision the intent of which comes closest to the invalid provision. Invalidity or ineffectiveness of one provision shall not affect validity of the remaining provisions.

In Prague, on 16.10.2019.