General Terms and Conditions of RUDAN s.r.o.

I. Introductory provisions

(1) These General Business Terms and Conditions (hereinafter referred to as the «GTC») of RUDAN s.r.o. with its registered office Na Laurové 2519/3, Smíchov, 150 00 Prague 5, Co. ID (IČ): 49709585, registered in the Commercial Registered maintained by the Municipal Court in Prague under Section C, Insert 236793, (hereinafter referred to as the «Seller») shall apply to all the Seller’s legal relations with the subject being the sale of goods, and in which the GTC are referred to.

(2) These GTC regulate the basic and general terms and conditions of the business relations between the Seller and third parties (hereinafter referred to as the “Buyer”) resulting from the concluded purchase contracts or contracts for work (hereinafter referred to as the “purchase contract”), concluded between the Seller and the Buyer.

(3) These GTC primarily regulate the delivery, cost, payment and other conditions relating to purchase contracts or to contracts for work concluded between the Seller and the Buyer unless stipulated otherwise in a particular contract concluded between the Seller and the Buyer. Deviated provisions in the purchase contract have priority against the wording of these terms.

II. Order

(1) The Buyer may submit an order in writing (by post, fax, e-mail, etc.), verbally, or by telephone. The order must specify the type and quantity of the ordered goods; the order may also contain further information such as the date and place of delivery.

(2) The received order will be confirmed by the Seller in writing and the delivery of the confirmation of the received order to the Buyer shall be considered as the time of the conclusion of the purchase contract. The confirmation of the order acceptance will be sent by the Seller to the Buyer within 10 days of the receipt of the order. Otherwise, it will be deemed that the Seller refused the order.

(3) Acceptance of the order (confirmation) will be the confirmation of the purchase price of the ordered goods. The time of the conclusion of the purchase contract is the date of delivery of this confirmation to the Seller.

(4) Up to the time of the confirmation of the order to the Buyer, the order is not binding and the Buyer is entitled to change or cancel this order.

(6) If the confirmation of the order by the Seller contains amendments, reservations, limitations or other changes, this confirmation is deemed to be a rejection of the order and is considered to be a new proposal for the conclusion of the purchase contract. In the event of confirmation of a new proposal for the conclusion of the purchase contract by the Buyer (hereinafter referred to as the “Confirmation”), the date of delivery of such Confirmation to the Seller is deemed as the time of the conclusion of the purchase contract.

(7) References to the GTC (or other similar terms) of the Buyer or penalties for the Buyer stipulated in the order or in other similar documents will not apply to the Seller and Buyer relationship and this relationship will be governed by the GTC unless expressly agreed otherwise. 

III. Purchase price and payment terms

(1) The Buyer is obliged to pay the Seller the purchase price for the delivered goods, which is determined for each type of goods in the Price List issued by the Seller and valid on the date of delivery of the Order to the Seller, plus VAT in the amount stipulated by law, or the purchase price agreed in accordance with Article II.3 of the GTC.

(2) The Seller is entitled to charge the Buyer the purchase price for the delivered goods specified in Article III.1. of the GTC at the time of delivery to the Buyer.

(3) The Buyer is obliged to pay the purchase price via bank transfer to the Seller’s account, based on the invoice issued by the Seller.

(4) The maturity period for the purchase price is 14 days, unless a longer maturity period is indicated on the relevant invoice, and runs from the date of issue of the invoice.

(5) The date of payment of the purchase price for the goods is the date of crediting the amount to the Seller’s account.

(6) The Buyer is obliged to pay the Seller a contractual penalty of 0.1% of the due amount for each day of delay with the payment of the purchase price for the supplied goods. 

(7) In the event the Buyer defaults with the payment of the purchase price for the goods:

• The Seller is entitled to demand payment for new goods in advance until the payment of all receivables against the Buyer.
• The Seller is entitled to suspend the supply of the goods on the basis of previously concluded purchase contracts until the payment of all receivables against the Buyer.

IV. Delivery terms

(1) The goods will be delivered by the Seller to the Buyer according to the terms of the order confirmation. 

(2) The Seller is obliged to deliver the goods to the Buyer and the Buyer is obliged to accept the goods at the previously agreed place and date or to ensure acceptance.

(3) In the event of the Buyer’s delay with the acceptance of the goods at the place of delivery referred to in Art. IV.1. of the GTC, the Buyer is obliged to pay the Seller a storage fee amounting to 0.5% of the purchase price of the goods, excluding VAT for each day of delay, if the delay is longer than 14 days from the confirmed date of collection. 

(4) In the event that the agreed place of delivery will differ from that in Art. IV.1. of the GTC, the Buyer is obliged to pay the Seller the transport costs to the new place of delivery. In the case that the goods cannot be delivered to the place of delivery that differs from the place agreed in Art. IV. 1 of the GTC, the Buyer is obliged to pay the Seller the costs for reshipping. 

(5) The Seller’s obligation to deliver the goods is fulfilled at the time the goods are correctly, and in due time, handed over to the Buyer at the place of delivery or when the Buyer is enabled to handle the goods at the specified place of delivery but the Buyer is in delay with the takeover of the delivered goods.

(6) The goods will be handed over on the basis of the physical acceptance taking place between the Seller or the carrier and the Buyer or their carrier, and the outcome of the physical takeover of the goods must be indicated on the delivery note or on the bill of lading or another transport document.

(7) The Seller or the carrier must together with the goods hand over to the Buyer or the carrier the documents required for the use of the goods, in particular, documents that are stipulated by the generally binding legal regulations.

(8) If the Buyer is still to pay the purchase price for the goods delivered, the period for delivering the goods referred to in Art. IV.2. of the GTC will run from the time of payment of all purchase costs for the goods delivered to date.

(9) The Buyer’s delay with the takeover of the goods entitles the Seller to sell the goods in a suitable manner, providing the Buyer was given prior notice and a reasonable period of time to take over the goods, which must not be less than 10 days. The Seller is obliged to immediately inform the Buyer of the sale of the goods and the proceeds. The Seller is entitled to use the proceeds of the sale to cover their receivables against the Buyer in the following order: Warehouse costs according to Art. IV.3. of the GTC, transport costs, contractual penalties, and subsequently the purchase price for the delivered goods.

V. Liability for defects and damages

(1) The Seller is obliged to deliver the goods in the quantity and quality determined in the purchase contract.

(2) The goods are deemed defective if the quality or rendition is not as stipulated in the purchase contract or if the Seller does not provide the quality or rendition of goods appropriate for the purpose of the purchase contract, otherwise for the usual purpose.

(3) The Seller shall be obliged to supply goods that will be suitable for use for at least 24 months and that will retain the usual characteristics. The Seller is not responsible for any defects to the goods caused by improper installation, use, and maintenance.

(4) If the Seller breaches their stated obligations, the Buyer is entitled to submit a claim against the Seller for liability of defects, governed by the provisions of § 2099 et.seq. Act No. 89/2012 Coll. 

(5) The Buyer is entitled to submit a claim for liability of defects to goods only in the form of a written notification delivered to the Seller.

(6) The Buyer is obliged to inspect the goods and to check the properties and quantities as soon as the goods are handed over.

(7) The Buyer is obliged to record any obvious (visible) damage to the goods or the packaging on the delivery note or the bill of lading or any other relevant transport document.

(8) The Buyer is obliged to further inspect the delivered goods prior to use. The Seller is not responsible for any damage caused by the installation of the goods when the defects to the goods could have been determined prior to installation.

(9) The Seller is liable for any damage caused by the defects to the goods only up to the value of the delivered goods. This does not apply to any intentional damage caused to the Buyer by the Seller. 

(10) The Seller is not liable for any damage caused to the Buyer by a delay in the delivery of the goods due to force majeure. Force majeure includes events caused by natural elements and the failure to supply the ordered goods by the manufacturer to the Seller due to reasons not caused by the Seller. The Seller is obliged to immediately inform the Buyer of the reasons for the failure to supply the ordered goods due to force majeure including the specification of the reasons.

(11) The Seller must issue notifications of the sale of the goods or discounts due to inferior quality or defects, which is reflected in the purchase price and the Buyer is not under any circumstances entitled to claim damages for the goods because of the lower quality or defects.

VI. Other provisions

(1) The Buyer shall become the owner of the ordered or delivered goods after full payment of the purchase price for the goods.

(2) In connection with the provision of the ownership right pursuant to Art. VI.1. of the GTC, the Buyer undertakes to allow the Seller access to the goods upon notification and to conduct an inspection at the place of storage or the Buyer shall prove to the Seller that the goods have been sold to a third party. The Buyer undertakes to immediately notify the Seller if their organisation is in insolvency or facing imminent bankruptcy or that the goods have been entered into an inventory in connection with the insolvency proceedings or the execution of a decision to sell movable assets, including the designation of the administration body conducting the proceedings, as well as the file reference and the participants in the proceedings, and in the event of their presence when taking the inventory, the reservation of the Seller’s ownership right must be recorded and proven.

(3) The risk of damage to the goods is transferred to the Buyer upon acceptance. The same applies if the Buyer will not accept the goods, even if the Seller has enabled the Buyer to do so.

(4) The Buyer is not entitled to assign their claims against the Seller to a third party or to indemnify them unilaterally against the Seller’s receivables. 

VII. Delivery

(1) All legal acts executed in accordance with the concluded purchase contracts, as well as in accordance with these GTC, are to be conducted in written form and along with other documents may be delivered by post or by e-mail, but always so that proof of the delivery of the document to the other participant, or the refusal to accept such a document, can be provided. Documents sent via the postal service provider must always be sent to the registered address of the Seller stated at www.rudan.cz and to the address of the Buyer.

(2) In the case of any doubt, the consignment sent by registered postal service is deemed to have arrived at the address of the other party on the third day after dispatch, even if it is returned as undelivered. 

(3) The Buyer undertakes to immediately inform the Seller of any change to the address of the registered office or the address designated for mail delivery. In the event of a breach of this obligation, the Buyer shall be liable for any damage that arises as a result.

(4) The current address of the Seller’s registered office or the address for mail delivery can be found at

VIII. Final provisions

(1) Legal relations not governed by these GTC or by the purchase contract shall be governed by the laws of the Czech Republic, in particular, by the relevant provisions of the Civil Code.

(2) Any disputes arising between the parties in connection with the performance of the purchase contract shall be decided by the competent court in the Czech Republic.

(3) These GTC of RUDAN s.r.o. published at www.rudan.cz are valid and effective from 01.02.2017.