GENERAL TERMS AND CONDITIONS OF BUSINESS
Fine Pack SE
1. Introductory Provisions
1.1. These General Terms and Conditions of Business (hereinafter referred to as the “Terms and Conditions”) govern the mutual rights and obligations between Fine Pack SE,
Company ID: 064 34 941, with its Registered Office at: Za Potokem 46/4, 106 00 Prague 10 - Zabehlice, registered in the Commercial Register maintained by the Municipal Court in Prague, Section H, Insert 2020 (hereinafter referred to as the “Seller”) and another natural or legal person (an entrepreneur acting in the course of his/her business or in the independent exercise of his/her profession, hereinafter referred to as the “Buyer”) arising from the purchase agreement (hereinafter referred to as the “Purchase Agreement”).
1.2. These Terms and Conditions also govern the rights and obligations of the contracting parties when using the Seller’s website at www.finepack.com (the “website”).
1.3. These Terms and Conditions form an integral part of the purchase agreement. If the purchase agreement and the Terms are Conditions are also drawn up in a language other than the Czech language, the Czech version shall prevail in the case of any discrepancies in the translation of the Agreement or Terms and Conditions. Use of the Terms and Conditions of the Buyer and other persons is excluded.
1.4. In the event of discrepancy between the purchase agreement and wording of these Terms and Conditions, the Purchase Agreement takes precedence.
1.5. The Seller is entitled to amend or supplement these Terms and Conditions. For the purposes of assessing the rights and obligations of the contracting parties, the Terms and Conditions shall be used in the version in force on the date of conclusion of the Purchase Agreement; this shall not apply if the Buyer has agreed to amended or supplemented Terms and Conditions after this date. By agreeing to the new Terms and Conditions, these terms and conditions become a part of the Purchase Agreement and all rights and obligations of the parties are, from the date of consent, governed by the new Terms and Conditions.
1.6. The legal relationships between the Seller and the Buyer are subject to the UN Convention on Contracts for the International Sale of Goods (hereinafter the “Convention”), with the exception of Articles 9, 16, 19, 20, 21, 46, and 50. In the case of discrepancy between the Convention and these Terms and Conditions or the Purchase Agreement, the Terms and Conditions and the Purchase Agreement take precedence.
2. Conclusion of Agreement
2.1. Under the Purchase Agreement, the Seller undertakes to deliver goods to the Buyer and transfer to the Buyer the right of ownership to the goods and the Buyer undertakes to accept the goods and pay the Seller the agreed purchase price and shipping costs if the Buyer does not arrange shipping at the Buyer’s own cost.
2.2. The Purchase Agreement may be concluded in the following manner:
2.2.1. Via e-mail to the e-mail address of the Seller: firstname.lastname@example.org;
2.2.2. In document form using a delivery organization.
2.3. Conclusion of a Purchase Agreement via e-mail:
2.3.1. The Seller will send a proposal to the Buyer to conclude an agreement (“ offer”) based on the Buyer’s request for an individual price calculation.
2.3.2. The purchase agreement is final and becomes effective when the offer is accepted by the Buyer via e-mail.
2.3.3. If Buyer’s acceptance contains exclusions or deviations from the offer sent to the Buyer by the Seller, the Seller shall send a new offer and new draft agreement. In this case, the Purchase Agreement is concluded only after the Buyer accepts the new offer. This does not apply if the Seller accepts the exclusions or deviations sent by the Buyer.
2.3.4. Unless otherwise specified, an offer is valid for 14 calendar days from the day when the offer is sent by the Seller.
2.4. Conclusion of a purchase agreement in document form using a delivery agent:
2.4.1. The provisions of Article 2.3. shall be applied similarly.
2.4.2. Delivery takes place according to the procedure described in Article 12.4.
2.5. If the Buyer’s response to the proposal to conclude a purchase agreement contains a requirement for a specific (fixed) date of delivery, the Seller’s acceptance pursuant to Article 2.3.3. must contain express agreement with the fixed date of delivery or it will be assumed that the Seller does not agree to this condition.
2.6. The Seller is entitled to withdraw the offer up to the moment of delivery of the Buyer’s acceptance before the Seller accepts delivery of the correspondence containing acceptance of the offer. Withdrawal of the offer is made by the Seller in the same way the offer was sent.
2.7. All prices listed in the offer and on the website are stated without Value Added Tax. If the purchase price includes Value Added Tax, this information is expressly stated by adding “including VAT” or “with VAT” or similar statement.
2.8. The Buyer notes that cases may arise wherein a Purchase Agreement is not concluded between the Buyer and the Seller, namely in a case when the Buyer orders goods or confirms the Seller’s offer at a price clearly stated in error, in particular due to an error in the Seller’s information technology system. In this case, the Seller shall contact the Buyer without delay and present a valid offer to the Buyer for acceptance.
3. Delivery of Goods, Shipping
3.1. The Seller will notify the Buyer of the delivery of goods prior to concluding the Purchase Agreement. The delivery period commences from the approval of a designer’s proof, production of GMG proof, or a 1:1 physical sample pursuant to Article 9, depending on which comes later.
3.2. The Seller shall always inform the Buyer prior to dispatch of the goods of the precise delivery time and the parties shall mutually confirm the delivery address.
3.3. Should objective obstacles arise preventing the delivery of goods, the Seller is obliged to either deliver the goods at the agreed time or at a time appropriate to the nature of the goods and the delivery location. The Seller is entitled to deliver the goods earlier. In such case, the Buyer is not entitled to reject the goods. Objective obstacles preventing the delivery of goods are considered as any circumstances not caused by the Seller, such as traffic delays, difficulties in shipping the goods from the Seller’s supplier, strikes, detours, force majeure, customs delays, etc. If the Seller is delayed with delivery of the goods due to reasons mentioned in the preceding sentence, the Buyer is not entitled to refuse acceptance of the goods or to withdraw from the Agreement.
3.4. The Buyer is obliged to accept the goods and confirm delivery on the delivery note. Unless a record of damage is made at the same time, the Buyer confirms by accepting the goods that the packaging of the shipment was intact upon delivery. If it is not possible to confirm defects in the quantity or quality of goods on the delivery note, for reasons on the part of the freight forwarder, the delivery note will be sent electronically prior to the delivery of the goods via e-mail. If the Buyer fails to send the delivery note with sufficient qualitative or quantitative reservations to the Seller immediately after receipt of the goods (no later than the same day), the Buyer is deemed to have accepted the goods without reservations. Damage to the packaging of goods must be noted as a damage record in the presence of the forwarder’s employee, as later claims will not be considered by the Seller. In the case of reservations, the Buyer shall proceed in accordance with Article 6 of the Terms and Conditions.
3.5. If the Buyer does not accept the goods at the location the Buyer has specified and for this reason it becomes necessary to redeliver the purchased goods or deliver the goods in a manner different than was agreed, the Buyer is obliged to pay the costs associated with redelivery or delivery by other method than agreed. If the Buyer does not accept the goods even after redelivery or delivery by other method than agreed, the Seller is entitled to charge the Buyer a storage fee of 0.5% of the purchase price, without VAT, for each day until the day the goods are accepted, the minimum amount of this fee being EUR 9, without VAT, per pallet and per commenced day of delay.
3.6. The Seller is also entitled to partial fulfillment of the Agreement.
3.7. The Buyer shall always receive the actual quantity of goods produced in accordance with the tolerances stated in Article 11 of these Terms and Conditions.
3.8. The shipping cost is stated in the offer.
3.9. In the case of dispatch of the subject of the Purchase Agreement on pallets, the Seller will charge EUR 8, without VAT, for each delivered pallet, unless they are compensated by exchange. The Buyer undertakes to hand over for exchange to the Seller’s forwarder only the pallets that correspond to the type and quality of the pallets delivered to the Buyer by the Seller in the delivery of the goods. Otherwise, the Seller is not obliged to accept such pallets.
3.10. The goods are most frequently shipped in paper cartons in the Seller’s standard dimensions. The quantity of products within a carton varies, however, they are always filled so that unnecessary waste is avoided. The cartons are usually marked or labeled with the basic information with respect to the carton contents, such as the name and type of products it contains, quantity etc., along with an indication of the Buyer for clear identification. If the Buyer has specific requirements for labeling, marking, packaging or indication on the cartons, the Buyer must inform the Seller of this fact before the Purchase Agreement is concluded. The Seller is entitled to reject the requirements for packing, labeling, or markings made after the Purchase Agreement is concluded and to deliver the goods to the Buyer according to the Seller’s standard conditions. The Seller is also, however, entitled to pack, mark or label the goods in another way, depending on the nature of the goods.
4. Transfer of Ownership, Transfer of Risk of Material Damage
4.1. Right of ownership to the subject of the purchase is transferred to the Buyer only after full payment of the purchase price.
4.2. If shipping is arranged by the Seller or if the Buyer takes over the subject of the purchase at the Seller’s premises, the risk of damage to the subject of the purchase transfers to the Buyer upon acceptance of the subject of purchase. If shipping is arranged by the Buyer, the risk of damage to the subject of purchase is transferred upon its handover to the first carrier. If part of the transport is provided by the Seller and part of the transport by the Buyer or if the goods are delivered to a third party, the risk of damage to the goods passes to the Buyer’s carrier or the third party receiving the goods and designated by the Buyer.
4.3. If the Seller is not billing the Buyer for shipping the goods, the risk of damage to the items is transferred upon their handover to the first carrier.
4.4. If the Buyer does not accept the goods in a due and timely manner, the risk of damage to the items is transferred at the time scheduled for acceptance of the goods.
4.5. Damage to the goods arising after the transfer of the risk of damage to the Buyer is without prejudice to the obligation to pay the purchase price.
5. Payment Terms
5.1. The Buyer is obliged to pay the purchase price to the Seller and make any potential advance payments by cashless transfer to the Seller’s account in the amounts and deadlines listed in the Purchase Agreement.
5.2. Potential costs associated with payment of the purchase price (for example, bank fees), are borne by the Buyer.
5.3. The Seller shall always invoice the Buyer for the purchase price according to the quantity of goods produced within the tolerance of the technology used, pursuant to Article 11 of these Terms and Conditions.
5.4. Unless otherwise agreed by the parties, the maturity period for payment of the purchase price is 14 calendar days from the date of delivery of the subject of purchase or the date on which the goods were scheduled to be delivered. Advance payments on the purchase price are due within 5 days of the date of delivery of the invoice.
5.5. If the Buyer is in arrears of payment of the purchase price or its part, the Seller is entitled to require payment of a contractual fine from the Buyer in the amount of 0.1% for each day the balance is outstanding. The Buyer undertakes to pay this contractual penalty.
5.6. In the event the Buyer is in arrears of any kind of payment which the Buyer is obliged to pay under the Purchase Agreement, the Seller is entitled to unilaterally require the payment of additional advance payments, lessen the maturity period of payment of the purchase price or its part, and may also require other guarantees on the part of the Buyer.
5.7. The Seller is a VAT payer, and Value Added Tax will be added to all amounts invoiced in accordance with the valid legislation.
5.8. The right of the Seller to petition for payment of the purchase price shall lapse after a period of 5 years.
5.9. The Seller undertakes to issue a tax document for payment of the purchase price – an invoice with a maturity period, unless otherwise agreed, of 14 calendar days from the date of expected delivery of the subject of purchase. The Seller is entitled to require an advance payment on the purchase price, for which the Seller undertakes to issue a tax document – an invoice with a maturity period, unless otherwise agreed, of 5 calendar days from the date of receipt of the invoice. The invoice will be sent by the Seller to the Buyer to the e-mail address used by the Buyer for concluding the Purchase Agreement or otherwise stated by the Buyer. The Buyer agrees to sending invoices via electronic means. The Seller is not obliged to commence production or preparation of the goods for the Buyer until the advance payment on the purchase price has been paid, the date of delivery of the goods to the Buyer being extended by this period and the delivery period commencing only upon full payment of the advance invoice.
5.10. The Buyer is not entitled to unilaterally credit its receivables from the Seller against payment of the purchase price, with the exception of receivables legally recognized in judicial proceedings.
6. Claims Arising from Liability for Defects
6.1. The Buyer is obliged to inspect the subject of the sale upon its acceptance. If the Buyer finds mechanical damage to the packaging of the goods, the Buyer is required to check the condition of the item immediately and in the event of damage to the packaging, make a record of the damage which the Buyer will sign together with the carrier’s representative. The record of damage is used to make a claim of damage or defect with the Seller. In this case, the Buyer is entitled to a reasonable discount on the purchase price or the provision of the goods of the Buyer’s choice. The selection must be made in the record, otherwise the right to choose is void.
6.2. The Buyer applies the rights and obligations with respect to defects to the Seller in writing, delivered to the address of the Seller’s premises or to the e-mail address: email@example.com.
6.3. In the event that the goods are delivered in a different quantity, quality or design than that specified in the Purchase Agreement and these Terms and Conditions (in particular, Article 11), the Buyer may claim defects with the Seller no later than three working days after accepting the goods and provide the defective goods along with the delivery note to the Seller within this period. If no defects are claimed within this period, the goods shall be deemed to have been duly delivered.
6.4. The Contracting Parties expressly declare that they have agreed that the goods produced according to the approved Purchase Agreement may show deviations or tolerances listed in Article 11 which are not considered as defects for the purposes of the Purchase Agreement.
6.5. The Seller shall resolve any claim in accordance with the Civil Code and other generally binding legal regulations, provided that the subject of the sale is defective and the claims to the Seller for liability for defects are satisfied as follows: delivery of the missing part of the item of sale or supply of substitute goods or a reasonable discount on the subject of sale or the removal of other defects.
6.6. Claiming defects with the Seller has no effect on the obligation of the Buyer to pay the purchase price.
6.7. The Seller bears no liability for potential copyright violations, trademark protection rights violations and other violations of other, similar rights in the course of reproductions made from originals provided.
7. Withdrawal from the Agreement, Cancellation of the Purchase Agreement
7.1. The Seller is entitled to withdraw from the Purchase Agreement, in particular, when the goods are not available or cannot be delivered within the agreed time or at an agreed price (e.g., when the price of the input material increases) and the Buyer does not agree with the extension of the delivery period or the price change. Additionally, if the Buyer is late in approving corrections or providing co-operation, making an advance payment on the purchase price or payment of obligations due, or if the Buyer is not been granted an insurance or factoring limit. [C1] If the Seller withdraws from the Purchase Agreement for reasons arising on the Buyer’s side (in particular, those mentioned in the previous sentence), the Buyer is obliged to pay the Seller a contractual penalty of 8% of the purchase price, excluding Value Added Tax, but not less than EUR 100, without VAT.
7.2. The Buyer is entitled to withdraw from the Agreement for the reasons stated in the Convention.
7.3. The Buyer is entitled to terminate the obligation by paying a cancellation fee of 8% of the total purchase price, without VAT, but not less than EUR 100, without VAT. Payment of a cancellation fee terminates the Purchase Agreement. The obligation may be terminated by the payment of a cancellation fee only up to the time before the Seller commences fulfillment of the Agreement.
8. Personal Data Protection
8.1. Personal data protection is subject to 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 the “ GDPR”).
8.2. The Buyer, who is a natural person, agrees to the following personal data being processed by the Seller as the administrator of this personal data: name, surname, address, e-mail address and telephone number. The administrator’s contact details are listed in Article 1.1 of these Terms and Conditions.
8.3. The Buyer agrees to the Buyer’s personal data being processed by the Seller to fulfill the rights and obligations arising from the Purchase Agreement in the form of sending commercial communications and other information related to the Seller and its services. The granting of consent to exercise the rights and obligations arising from the Purchase Agreement constitutes legal processing under Article 6 (1) b) of the GDPR. Sending commercial communications and other information by the Seller constitutes contractual processing.
8.4. The Seller may process personal data for a period of 10 years from the date of conclusion of the Purchase Agreement. The Buyer is entitled to withdraw consent to personal data processing.
8.5. The recipients of personal data may be natural or legal persons engaged in accounting, tax advice, advocacy, public authorities towards whom the Seller acts as the liable entity or the carrier providing transport of the subject of purchase.
8.6. The Buyer is entitled to request from the administrator access to, correction or deletion of personal data, limit processing or object to processing, and the right to non-transferability of the data. The Buyer is entitled to lodge a complaint with the supervisory authority against processing. The supervisory authority is the Office for the Protection of Personal Data, Pplk. Sochora 27, 170 00 Prague 7.
9. Interpretation of Terms – Print Matrices, Matrix, Proofs, GMG Proof, 1:1 Sample and Plastic Bag Abbreviations
9.1. Printing matrices – A matrix (block, cylinder, photopolymer) is a print template used to print on products in flexographic production. This is a cost billed to the Buyer separately to the sales price of the product. The print matrix is kept by the Buyer and can be re-used in the event of repeat orders. Its price is based on the number of colors, print surface area and the material of the given product. The exact price can only be calculated based on the print data received. The Buyer is entitled to request the Seller to send the exact amount for the matrix prior to conclusion of the Purchase Agreement. If the Buyer sends print data after the conclusion of the Purchase Agreement, the exact cost will be reflected on the invoice prepared by the Seller following dispatch of the goods, unless otherwise agreed.
9.2. Author/Designer Proof – For each new order with new print data (graphics) from the Buyer, the Seller will produce an author/designer proof prepared according to the options and limitations of the chosen technology and product. The author/designer proof is usually not processed again for the Buyer’s repeat orders already agreed to in previous executions. The maximum print area of the selected technology will be simulated directly in a preview of the author/designer proof. If the Seller has made more extensive adjustments, such as redrawing graphics or adding graphic elements that were not delivered to the Buyer in the author/designer’s proof, the Seller is entitled to charge an additional fee of EUR 30/hour for the time required for this processing. The proof, most commonly sent in PDF format, is used to reconcile the placement of individual graphic elements in a specific product size format. Approval of the author/designer proof by the Buyer is binding and any subsequent claims will not be considered. The author/designer proof does not serve as a binding color preview if the work in question involves a complex CMYK printing or a 1: 1 sample has been produced following communication with the Customer. For printing directly in Pantone colors, the Buyer delivers the selected color according to the Pantone color chart or a color is proposed to the buyer during the author/designer proofing. If a GMG proof or a 1:1 sample is delivered to the Buyer for the order, these physical prints have priority over an author/designer proof and final production will be made on the basis of their approval.
9.3. GMG proof – used for approving CMYK prints made with flexographic technology. This involves producing a physical proof with an emphasis on the colors of individual graphic elements whose positions and placement have already been confirmed by the Buyer according to an approved designer’s proof. A GMG proof is always sent to the Buyer in physical form to the stated address, and with its approval, the Seller commits to preserving the demonstrated color scheme and the Buyer agrees to accepting the goods if the approved color scheme is maintained.
9.4. 1:1 Sample - A physical 1:1 sample is made only by agreement with the customer and in case of larger print runs using offset technology and flexographic printing technology for woven, non-woven, cotton and other textile materials. Sample production is invoiced to the Buyer at a pre-agreed amount, with a delivery period of 2–3 weeks, unless otherwise agreed. The sample is used to approve the color, size, material and weight and other technical features such as surface finishes, type and design of handles or print effects. By approving a 1:1 sample, the Seller undertakes to deliver the goods in the same specification and the Buyer undertakes to accept the goods if the specifications according to the approved 1:1 sample are observed.
9.5. Abbreviations of plastic bags:
9.5.1. LDPE bag KL – plastic bag without reinforced, pass-through handles and without a folded bottom
9.5.2. LDPE bag KL+D – plastic bag without reinforced, pass-through handles and with a folded bottom
9.5.3. LDPE bag ZUD – plastic bag with reinforced, pass-through handles and a folded bottom
9.5.4. LDPE bag ZU-D – plastic bag with reinforced, pass-through handles and without a folded bottom
9.5.5. LDPE bag NUD – plastic bag with a heat-seal attached handle and folded bottom
9.5.6. LDPE bag NU-D – plastic bag with a heat-seal attached handle and without a folded bottom
10. Description of Individual Production Technologies
10.1. Flexography (Flexographic) – Technology used to print on low-density polyethylene (LDPE) film, high-density polyethylene (HDPE), paper, non-woven and woven textile materials, cardboard boxes, food storage bags and other bags. Flexographic production allows the option of edge-to-edge (full bleed) printing, complex CMYK printing and personally-selected dimensions with extensive production limits. A print matrix is always required – see explanation of terms below.
Minimum print run for flexography is 5000 items, unless stated otherwise.
10.2. Screen Printing – This technology is used exclusively for printing on already produced products, for example, promotional bags. Printing is possible in direct colors specified according to the Pantone color chart. The print area is restricted and always shown in the designer’s proof. Each color is applied to the surface separately. Multi-color designs may show minor deviations due to the overlay printing technique. An advantage of this technology is the color saturation and coverage.
The minimum print quantity for screen printing is 1000 items, unless stated otherwise.
10.3. Offset Printing – Offset printing technology is used for printing on paper or textile. This is our highest-quality printing technology and allows various surface finishes to be added according to the customer’s requirements, such as lamination, UV partial varnishing, 3D partial varnishing or embossing and other print effects. For gift bags and boxes, the customer can also choose the color of the handles. This technology allows the type of material, weight and size to be selected and makes it possible to print on the entire surface area of both inner and outer sides of the product with complex CMYK printing.
The minimum quantity for offset technology is 1000 items, unless stated otherwise.
10.4. Digital Printing – Digital printing technology is suitable for printing on plastic and paper materials. It is used for more complex printing and performed in smaller quantities when it is not possible to print using flexographic technology. Printing is performed on a white base. One advantage is the possibility to personalize the product, which allows each product to have a different graphic motif.
The minimum quantity for digital print technology is 1000 items, unless stated otherwise
11. Production Options, Tolerances and Deviations for Individual Technologies
11.1. General tolerances in the quantity of units produced
- 5000 – 99,000 units: +/- 10 %,
- 100,000 units and: +/- 5 %
11.1.2. Screen printing: no tolerance
11.1.3. Offset: +/- 10 %
11.1.4. Digital printing: +/- 10 %
11.2. Other general tolerances and deviations for flexographic technology
11.2.1. Products made of plastic (LDPE) and high-density (HDPE) materials
In flexographic production, the front and reverse sides are printed next to each other. A gap of approximately 1.5 mm is between the two sides, which disappears either partially or entirely after heat sealing. For edge-to-edge printing on LDPE plastic and HDPE plastic products, fine white lines may appear.
Due to the thin layer of color printed on the film using flexography, it is not possible to use any colors other than black, gold or silver on pre-colored film. When printing on clear (transparent) film, it is recommended to first print the base in white and then print the desired motif over this. A slight misalignment of the white color and the printed motif may occur during this process.
184.108.40.206. LDPE Plastic Bags and Totes
- Thickness: +/- 4 %
- Width may be narrower by 5–10 mm
- Height may be smaller by 5–10 mm
- Height of the folded bottom: +/- 5 mm
· Placement of pass-through: +/- 5 mm in the horizontal and vertical axes
220.127.116.11. HDPE Poly Bags
- Film thickness: film: +/- 0,005 mm
- Width may be narrower by 5–10 mm
- Height may be smaller by 5– 10 mm
· Placement of pass-through: +/- 5 mm in the horizontal and vertical directions
11.2.2. Paper products – Depending on the material selected, the color may differ slightly from the approved designer proof or GMG proofs. The underlying color of the bags affects the color of the printed ink. In flexography when white paper is used as the base, the selected color shade may be lighter, whereas with natural brown paper, it may be darker. By concluding a purchase agreement, the Buyer acknowledges that in the case of flexographic printing on paper products, slight deviations from the desired color resulting from the selected paper material may occur.
18.104.22.168. Paper bags, boxes, totes and cardboard boxes
· Deviations in width, depth and height may be +/- 2–10 mm, depending on the size of the product
· Weight of the paper or cardboard may fluctuate by +/- 5–10%, depending on the nature of the material
11.3. The Seller draws attention to and the Buyer notes that laminating during production may affect the color of the printed material beneath the lamination layer and in such case, it is not possible to claim a defect in print color. For approval of color, a color proof, the GMG proof or a 1: 1 sample product is used, which will be provided by the Seller. This sample and GMG proof may incur a charge and will depend on the Seller’s pricing and business strategy.
11.4. The Seller draws attention to and the Buyer notes that in the case of using OXO additives in HDPE or LDPE film (so-called eco-friendly film), the durability of the material cannot be guaranteed as this material begins to decompose practically immediately after production due to oxidation and the effects of heat and light. This is an unstable material, which if stored properly, usually maintains its properties and lifespan for around one to two years.
11.5. The Seller advises and the Buyer notes that the Buyer should become physically acquainted with the characteristics of the goods before concluding the Purchase Agreement. For this purpose, the Seller will provide a sample to the Buyer on request. According to the sample provided, the Buyer may acquaint themselves with the specific features of the goods and printing that may not be included in the Purchase Agreement. If the Buyer does not do so, it is deemed that the goods have characteristics that are appropriate to their nature (such as load capacity, handle appearance, print quality differences based on different printing technologies, material quality, etc.).
12. Additional Provisions
12.1. Offsetting of receivables or their holding against claims of the Seller or application of any kind of right of lien on goods or lien on the goods by the Buyer is excluded.
12.2. The Seller is entitled to assign a receivable, including the accessories resulting from the invoice of the Factoring Service Provider. If the Seller makes use of this service, the Buyer will make a payment to the account of the Factoring Service Provider as instructed by the Seller. The Buyer’s obligation arising from this invoice is satisfied only by fulfillment to the benefit of the Factoring Services Provider. All necessary data is listed on the invoice (bank, account number, Factoring Services Notice). The Seller is entitled to use factoring services without the Buyer’s consent. The Seller’s decision to use/not use factoring services is not predetermined by the payment morale of the Buyer.
12.3. The Seller is entitled to arrange insurance for invoice payments by the Buyer.
12.4. Based on business activities, the Seller or Buyer may gain access to information that either party may consider as confidential with respect to the other party (“Confidential Information”). The parties undertake to keep confidential the confidential information of the other party. Breach of confidentiality regarding disclosure of confidential information is only possible for the performance of the obligations arising from individual contracts, including disclosure of such information to third parties involved in meeting obligations under individual contracts or entities providing such obligations.
13. Final Provisions
13.1. The Contracting Parties are obliged to mutually inform each other of all facts relevant to the fulfillment of the agreement.
13.2. The Seller is only liable for breaches of contract arising through the Seller’s fault.
13.3. In the event that the Seller causes damage to the Buyer, except for damage caused through intent or through gross negligence, the contracting parties have agreed on limiting this potential damage to the Buyer, whereas the total compensation, including lost profits, is limited to the amount of one-third of the purchase price without VAT.
13.4. The Parties shall deliver correspondence to each other, in particular, via e-mail communications. If the Contracting Parties deliver to each other in writing, in document form, they will deliver to the addresses listed in public or publicly accessible registers. If multiple addresses are listed in the registers, it is understood that the party may deliver to any address.
13.5. By concluding the Purchase Agreement, the Buyer grants the Seller the right to use the ordered products, name and logo of the Buyer for the Seller’s promotional purposes. These promotional purposes refer to the publication of photographs and videos on the Seller’s website, on social networks and in the Seller’s print materials, providing reference samples to third parties, using the Buyer’s company business name, title or name as a basis for reference in the Seller’s negotiations and on all types of promotional materials of the Seller.
13.6. The Buyer further grants consent to the Seller to hold back several units of samples of the goods for potential repeat production of the order, potential claims proceedings or for presentation purposes, wherein the Seller will not charge the Buyer for these units.
13.7. The Contracting Parties have agreed that any dispute arising from these Terms and Conditions or from the Purchase Agreement is governed by Czech law and will be resolved by the public court relevant to the jurisdiction of the address of Seller’s Registered Office.
13.8. Should one or more provisions of this Agreement become invalid or ineffective or unenforceable for any reason or if this Agreement lacks any statutory requirement, this fact will in no way affect the validity, effectiveness or enforceability of the remaining provisions of this Agreement. If required, the Contracting Parties shall promptly replace or supplement an invalid or ineffective or unenforceable or missing provision with an effective and enforceable provision to preserve the purpose of this Agreement.
13.9. Contact information of the Seller:
13.9.1. Registered Office and invoicing details :
Fine Pack SE, Registered Office at: Za Potokem 46/4, 106 00 Prague 10 – Zabehlice, Company ID: 064 34 941, VAT ID: CZ06434941
13.9.2. Company Premises :
Fine Pack SE, Registered Office at: Za Potokem 46/4, 106 00 Prague 10 – Zabehlice
+420 732 111 001
13.9.6. Databox ID:
13.10. These Terms and Conditions become valid and effective as of September 1, 2018.
[C1] This conditional sentence lacks a consequence (main clause).
ie. If a certain condition is true, then a particular result happens.
If the Buyer is late … or if the Buyer has not been granted …, + main clause.
Check against the original language. There may be multiple issues in this sentence.