General Terms and Conditions for the Business Market (B2B) of VDB Česko – Pneumatiky a Disky s.r.o.

Article 1: Definitions/General

These general terms and conditions apply to the conclusion, content and fulfilment of all agreements concluded between the service provider/supplier VDB Česko – Pneumatiky a Disky s.r.o. and the customer/client who acts in his professional capacity in the exercise of his business and profession and for purposes that fall within his business or professional activity.

General (purchasing) conditions of the customer/client do not apply, unless expressly agreed otherwise in writing when concluding the agreement with the customer/client.

If one or more provisions in these general terms and conditions are void or voided, the other provisions will continue to apply, and the parties will replace these void or voided provision(s) with a provision that is as close as possible to them.

In these general terms and conditions the following definitions apply:

  • general terms and conditions: these general terms and conditions for the business market of VDB Česko – Pneumatiky a Disky s.r.o. which apply to all agreements concluded with VDB Česko – Pneumatiky a Disky s.r.o.;
  • customer: the person who purchases one or more goods/products from VDB Česko – Pneumatiky a Disky s.r.o. purchases for purposes that fall within his business or professional activity;
  • client: the person who places an order with VDB Česko – Pneumatiky a Disky s.r.o. provides for purposes that fall within his business or professional activity;
  • assignment: the with VDB Česko – Pneumatiky a Disky s.r.o. concluded agreement for the performance of work, including assembly, service, repair, maintenance and inspections of vehicles.

Article 2: Offer, Agreement

All offers from VDB Česko – Pneumatiky a Disky s.r.o. regarding prices, delivery time, duration and executions are without obligation. Each offer is made on the basis of prices and executions that apply at that moment. If general price increases or other changes are subsequently implemented, the offer made will lapse.

Quotations made by VDB Česko – Pneumatiky a Disky s.r.o. apply exclusively to delivery from the warehouse or from the operating address of VDB Česko – Pneumatiky a Disky s.r.o., unless otherwise agreed in writing. Price quotes are exclusive of VAT, levies and waste management contributions, as well as transport costs, packaging and/or insurance, unless otherwise agreed in writing.

Except for cash payment, an agreement between VDB Česko – Pneumatiky a Disky s.r.o. and a customer/client are only established after VDB Česko – Pneumatiky a Disky s.r.o. has confirmed the purchase/order in writing or if VDB Česko – Pneumatiky a Disky s.r.o., with the knowledge of the customer/client, will start the execution of the ordered services.

Price changes due to, for example, changes in factory or importers prices and/or exchange rates can be passed on in the sales price. If price changes occur within three months after concluding the agreement, the customer has the right to terminate the agreement within one week after receiving notice of the change. If price changes occur with a delivery time longer than three months, there is no right to terminate the agreement.

Price changes resulting from legislation or regulations, such as taxes, levies and waste management contributions, do not establish the right to terminate the agreement.

Article 3: Delivery and Execution

Delivery times and other dates stated by VDB Česko – Pneumatiky a Disky s.r.o. are indicative and never a deadline, unless expressly agreed otherwise in writing. If the indicative delivery time is exceeded, the customer may give VDB Česko – Pneumatiky a Disky s.r.o. written notice. The customer must allow a reasonable period within which VDB Česko – Pneumatiky a Disky s.r.o. can still fulfil its obligation(s) without becoming liable for damages. A reasonable period is a period of two months after the specified delivery time has expired.

As soon as business is done at VDB Česko – Pneumatiky a Disky s.r.o. with the knowledge of the customer/client and the goods are ready for collection or delivery or the work arising from the order has been completed, the goods are deemed to have been delivered or the order is deemed to have been carried out.

The customer is obliged to accept a delivery at an earlier time than VDB Česko – Pneumatiky a Disky s.r.o. had specified. VDB Česko – Pneumatiky a Disky s.r.o. can make partial deliveries and invoice them. Partial deliveries cannot be cancelled if it subsequently turns out that the entire order cannot be extradited, beyond the control of VDB Česko – Pneumatiky a Disky s.r.o.

If no fixed price for the work to be carried out is stated in the offer and the actual costs are more than 10% higher than approximate, VDB Česko – Pneumatiky a Disky s.r.o. discuss the higher cost increase with the client, whereby the client may cancel the assignment, provided that the costs incurred by VDB Česko – Pneumatiky a Disky s.r.o. made up to then will be paid by the client for work carried out.

If the client does not collect his vehicle within three working days after receiving notification that the work on the vehicle has been completed, the client will also owe a reasonable compensation for storage and administration costs, which compensation amounts to € 25/620,-CZK per day.

Article 4: Cancellation

Until the moment of the acceptance of the order by VDB Česko – Pneumatiky a Disky s.r.o. or until the moment of the start of the delivery or of the execution of the work, which happens with the knowledge of the customer or client, the customer or client has the right to cancel the agreement in writing, even if VDB Česko – Pneumatiky a Disky s.r.o. is not in default.

The customer or client must pay all damages resulting from the cancellation to VDB Česko – Pneumatiky a Disky s.r.o.. This damage is set at 15% of the purchase price or agreed costs of the assignment, unless the parties have agreed otherwise in writing.

The customer or client must pay the damage to VDB Česko – Pneumatiky a Disky s.r.o. within 10 days after cancellation. If payment of the damage is not made within this period, the customer or client must still fulfill the agreement and cannot then invoke cancellation again.

Article 5: Force Majeure

Force majeure means, in addition to what is understood in law and case law, all external causes that prevent the normal fulfilment of an obligation, for which VDB Česko – Pneumatiky a Disky s.r.o. cannot exert any influence, regardless of whether that circumstance could have been foreseen at the time the agreement was concluded. Such causes include, for example, strikes, general lack of raw materials, unforeseeable stagnation at suppliers or other third parties of which VDB Česko – Pneumatiky a Disky s.r.o. dependent, government measures, general disruptions in the energy supply and general transport problems.

VDB Česko – Pneumatiky a Disky s.r.o. can also invoke force majeure if the circumstance that prevents (further) compliance occurs after VDB Česko – Pneumatiky a Disky s.r.o. should have fulfilled its obligation.

In the event of permanent force majeure, VDB Česko – Pneumatiky a Disky s.r.o. entitled to declare the agreement dissolved in writing without becoming liable for damages.

During the period of temporary force majeure, the delivery and other obligations of VDB Česko – Pneumatiky a Disky s.r.o. suspended without judicial intervention and the delivery time extended by the period of temporary force majeure. If the period of force majeure lasts longer than 3 months, both parties may terminate the agreement, in accordance with Article 5(e), without becoming liable to pay damages to the other party.

Does VDB Česko – Pneumatiky a Disky s.r.o. when the force majeure occurs, it has already partially fulfilled its obligations, or it can only partially fulfill its obligations, then VDB Česko – Pneumatiky a Disky s.r.o. invoice the part already delivered separately, or deliver and invoice the part to be delivered. The foregoing does not apply if the part already delivered or deliverable has no independent value.

Article 6: Risk, Retention of Title, and Right of Retention

The customer/client bears the risk for all damage that may occur to or by the delivered goods and/or services from the moment of delivery. The person responsible for organizing the transport bears this risk from the moment the transport commences, during the transport, and is obliged to adequately insure the intended risk.

The customer is obliged to insure delivered goods at his expense against the usual risks from delivery until full payment and to keep them insured under normal conditions with an insurance company of repute.

All goods delivered and yet to be delivered in the context of a specific agreement remain the exclusive property of VDB Česko – Pneumatiky a Disky s.r.o. until all claims of VDB Česko – Pneumatiky a Disky s.r.o. to the customer have been paid, including interest and costs, in accordance with Article 2132 of the CZ Civil Code (retention of title). This means that paid items only become the property of the customer if the customer has paid everything he is due to VDB Česko – Pneumatiky a Disky s.r.o., thus including outstanding amounts of other invoices by VDB Česko – Pneumatiky a Disky s.r.o. than those invoices for the items still present at VDB Česko – Pneumatiky a Disky s.r.o.

In the event of failure to make timely payment by the customer VDB Česko – Pneumatiky a Disky s.r.o. may, without notice of default or judicial intervention, terminate the purchase agreement without becoming liable for damages and take back the goods delivered, for which purpose the customer grants VDB Česko – Pneumatiky a Disky s.r.o. free access to the delivered goods.

As long as the ownership of the delivered goods has not been transferred to the customer, the customer may not pledge the goods or establish any other security right on these goods. The customer may not sell these goods from VDB Česko – Pneumatiky a Disky s.r.o. in the normal course of his business.

Items present at the customer’s premises and included in the regular delivery program of VDB Česko – Pneumatiky a Disky s.r.o. are deemed to come from VDB Česko – Pneumatiky a Disky s.r.o., unless the customer proves that the goods come from someone else (subject to proof to the contrary).

Until the customer or client has paid to VDB Česko – Pneumatiky a Disky s.r.o. all amounts due, under an agreement, VDB Česko – Pneumatiky a Disky s.r.o. retain possession of the customer’s goods and recover its claim therefrom, unless the customer has provided sufficient security for this claim.

Article 7: Payment

Unless otherwise agreed, all deliveries are made against cash payment or advance payment. If the parties do not agree otherwise, a payment term of 14 days after the invoice date applies. The parties can also agree on a different payment term in writing. The applicable payment term is always a strict deadline.

All costs related to payment are borne by the customer or client. Payments are firstly deducted from the costs, then from the accrued interest and finally from the principal amount and the current interest. If the principal sum consists of multiple invoices, payment will be allocated to the oldest invoice or invoices due, regardless of the invoice numbers that the customer or client assigns to the payment.

If the customer or client fails to pay within the agreed payment term, he will be immediately in default from the day the payment term expires in vain. In the event of default, interest of 1% is due on the principal sum per month or part thereof. If the statutory interest is higher, this higher statutory interest is due.

If the customer or client is in default of fulfilling his payment obligations, than all reasonable costs of VDB Česko – Pneumatiky a Disky s.r.o. to be incurred in obtaining payment out of court, are at the expense of the customer or client. The extrajudicial collection costs and reasonable damage compensation are set at 15% of the principal amount, unless the customer or client proves that VDB Česko – Pneumatiky a Disky s.r.o. suffers less damage.

If VDB Česko – Pneumatiky a Disky s.r.o. sues the customer or client for payment or otherwise legally demands compliance with the agreement, then the customer or client is obliged to pay all costs in connection with the court proceedings actually taken by VDB Česko – Pneumatiky a Disky s.r.o., such as the costs of legal assistance, seizure and court fees, if VDB Česko – Pneumatiky a Disky s.r.o. is found in full or in part in the right.

Article 8: conformity

VDB Česko – Pneumatiky a Disky s.r.o. will execute the agreement to the best of its knowledge and ability, in accordance with the requirements of good workmanship. The customer or client is obliged to investigate immediately after delivery whether VDB Česko – Pneumatiky a Disky s.r.o. has properly fulfilled the agreement and report in writing to VDB Česko – Pneumatiky a Disky s.r.o., within a reasonable time, at the latest within 10 working days after delivery, if there is no proper compliance (expiration period). If reporting within this period is not reasonably possible, than is the deadline 10 working days from the moment the defect was discovered or could have been discovered. Complaints do not give the customer or client the right to suspend payment. When balancing tire/wheel combinations and/or aligning a vehicle, it is immediately established whether or not the assignment has been carried out correctly; These orders are considered to have been carried out correctly if the complaint is not submitted to VDB Česko – Pneumatiky a Disky s.r.o. within three days after delivery of the vehicle to the customer (expiration period).

In the event of complaints are submitted in a timely manner as referred to in Article 8(a), the customer or client will give VDB Česko – Pneumatiky a Disky s.r.o. the opportunity to investigate the validity of the complaint. In the event of a justified complaint, the customer or client grants VDB Česko – Pneumatiky a Disky s.r.o. a reasonable period for repair or replacement of the delivered item or the work carried out.

Compliance with the agreement between the parties is also deemed to be sound if the customer or client has failed to carry out the investigation or notification referred to in Article 8(a) in a timely manner. If the customer has signed for correct receipt upon delivery, the right to complain about the quantity and visible damage of the goods received lapses. No rights can be derived from apparent typesetting, printing or writing errors in catalogs or price lists.

VDB Česko – Pneumatiky a Disky s.r.o. guarantees both the soundness of the goods delivered by it in relation to the price, and the quality of the service, except if:

  • the customer or client has not followed instructions or instructions given by VDB Česko – Pneumatiky a Disky s.r.o. or his supplier;
  • there is a use other than normal;
  • defects are the result of normal wear and tear or normal use;
  • assembly, repair or modification of the item is carried out by third parties on behalf of the customer or client;
  • a government regulation determines the nature or quality of materials used;
  • the customer or client sends materials or items to VDB Česko – Pneumatiky a Disky s.r.o. for processing;
  • materials, items and methods have been used on the express instructions of the customer or client.

If VDB Česko – Pneumatiky a Disky s.r.o. replaces goods, the replaced goods become his property. If the customer has already put the goods into use, VDB Česko – Pneumatiky a Disky s.r.o. is entitled to charge the customer a usage fee. This compensation concerns the period during which the item was used by the customer or a third party and is in the same relationship to the purchase price as the period of use is to the normal lifespan.

Article 9: liability

The total liability of VDB Česko – Pneumatiky a Disky s.r.o. is limited to repair, replacement or cancellation of the agreement. VDB Česko – Pneumatiky a Disky s.r.o. is not obliged to pay any further compensation (no compensation for consequential damage). Warranty claims granted by third parties (manufacturer or importer) are assumed to be taken over by the customer.

VDB Česko – Pneumatiky a Disky s.r.o., its subordinates and third parties engaged by it, are not liable for damage to persons, property or to the company of the customer and/or third parties resulting from defects in equipment provided by VDB Česko – Pneumatiky a Disky s.r.o. goods delivered and/or orders carried out, unless there is intent or deliberate recklessness.

The customer or client indemnifies VDB Česko – Pneumatiky a Disky s.r.o. for claims from third parties arising from a shortcoming in the goods delivered or services provided.

The liability of VDB Česko – Pneumatiky a Disky s.r.o. is furthermore limited to the amount of the payment made by the insurance, insofar as the liability is covered by the insurance. If the insurance in any case does not provide coverage or does not pay out, the liability of VDB Česko – Pneumatiky a Disky s.r.o. limited to the invoice value of the relevant item and/or service.

VDB Česko – Pneumatiky a Disky s.r.o. will, within a reasonable period, in the event of damage caused by a defect in the delivered item, which it has not produced itself or imported into the EU, make known to the customer the address of its supplier, producer or importer in the EU. If VDB Česko – Pneumatiky a Disky s.r.o. is no longer able to make this statement, or has produced the item itself or imported it into the EU, then VDB Česko – Pneumatiky a Disky s.r.o. is not liable beyond what they are liable for under Act No. 89/2012 Sb. CZ Civil Code (art. 2939 – 2943) and the provisions of article 9 sub a of these conditions.

Article 10: suspension and dissolution

VDB Česko – Pneumatiky a Disky s.r.o. is entitled to suspend the fulfilment of the obligations or to terminate the agreement without becoming liable for damages if:\

  • the customer or client does not fulfil or has not fulfilled obligations under the agreement, or does not do so on time or in full:
  • after the conclusion of the agreement VDB Česko – Pneumatiky a Disky s.r.o. has good grounds to fear that the customer or client will not be able to meet his obligations, not on time or not in full;
  • the customer is obliged to provide sufficient security for compliance when concluding the agreement, and this security is not provided or in the opinion of VDB Česko – Pneumatiky a Disky s.r.o. is insufficient;
  • such unforeseen circumstances arise that compliance with the agreement by the customer or client is impossible, such as in the event of insolvency, or at least such unforeseen circumstances that unchanged maintenance of the agreement cannot be expected of the parties according to standards of reasonableness and fairness.

Upon termination of the agreement, all claims against the customer or client become immediately due and VDB Česko – Pneumatiky a Disky s.r.o. keeps its claims for full compensation.

Article 11: personal and vehicle data

By entering into an agreement, the customer or client provides personal data to VDB Česko – Pneumatiky a Disky s.r.o., including name, address, telephone number and email address. These personal data are processed in accordance with the General Data Protection Regulation (GDPR), namely Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data. Based on this data, VDB Česko – Pneumatiky a Disky s.r.o. can:

  • execute the purchase agreement or assignment and provide optimal service;
  • in case of legitimate interest, provide the customer or client with product information and make personalized offers;
  • store vehicle data, such as license plate number and odometer readings to prevent fraud.

The customer or client has the right to inspect his personal data at any time, these will be sent by VDB Česko – Pneumatiky a Disky s.r.o. within 14 days after the request and will be, at the request of the customer or client, adjusted or removed, taking into account legal regulations. The privacy statement of VDB Česko – Pneumatiky a Disky s.r.o., published on its website, also applies.

Article 12: applicable law and disputes

All agreements concluded with VDB Česko – Pneumatiky a Disky s.r.o. are governed by Czech law. The applicability of the CISG or Vienna Sales Convention is expressly excluded.

Unless mandatory provisions prevent this, disputes arising from agreements with VDB Česko – Pneumatiky a Disky s.r.o. submitted to the Czech Court in the district in which VDB Česko – Pneumatiky a Disky s.r.o. is located.

Article 13: final provision

VDB Česko – Pneumatiky a Disky s.r.o. is entitled to change these general terms and conditions.

Changes to these conditions are only effective after they have been published in an appropriate manner and signed for approval by the customer/client. If the general terms and conditions change during the term of an offer, the most favourable provision for the customer will always prevail. The deviating provisions in the agreement concluded with the individual customer/client take precedence over these general terms and conditions.