General Terms and Conditions of BJUTIP a.s. for B2B

1. Introduction

1. These general terms and conditions of BJUTIP a.s., with its registered office at Vintrovna 395/25, Hall SO107, 664 41 Popůvky, Company ID: 10865373, registered in the Commercial Register maintained by the Regional Court in Brno under file no.: B 8541 (hereinafter referred to as the “Supplier”), apply to all purchases and sales of goods made through the Supplier's online store designated as the e-shop (hereinafter referred to as the “E-shop”), available on the website under the domain bjutip.com, as well as to purchases and sales of goods conducted outside the E-shop, between the Supplier as the seller and the customer – entrepreneur as the buyer (hereinafter also referred to as the “GTC”).
2. Any matters not regulated by these GTC shall be governed by the relevant provisions of Act No. 89/2012 Coll., the Civil Code (hereinafter referred to as the “CC”), or other applicable laws of the Czech Republic.
3. For the purposes of these GTC, a customer is understood as a natural person who is an entrepreneur within the meaning of Section 420 et seq. of the CC, as well as a legal entity within the meaning of Sections 20 and 21 of the CC.
4. A customer – entrepreneur is a natural or legal person who, when entering into and fulfilling a contract, acts within the scope of their business or other entrepreneurial activity.

I. Order of Goods and Conclusion of the Purchase Agreement

1. The list of goods in the E-shop on the website bjutip.com serves as a catalog of the Supplier’s offered products. The Supplier offers goods for sale in standard quality according to applicable norms of subcontractors, in the quantity, packaging, form, and other specifications stated in the E-shop. The Supplier does not guarantee the immediate availability of all items. All presentations of goods in the E-shop are for informational purposes only, and the Supplier is not obliged to conclude a purchase agreement for such goods. The provisions of Section 1732(2) of the CC shall not apply.
2. The use of the E-shop by the customer may be subject to proper registration. To successfully register on the E-shop’s web interface, an applicant must first submit a request through the registration form available on the website www.bjutip.com – under the "Registration" link. Based on an individual decision by the Supplier, the registration request may be approved or rejected. If the request is approved, the customer will receive login credentials for the Supplier’s online system via email, along with a set limit for the maximum order amount. The Supplier is not obliged to inform the applicant of a rejected registration request.
3. To order goods, the customer selects the desired items, adds them to the cart, properly completes the order form, and submits the order. The customer can verify the prices of individual goods. Before submitting the order, the total price, including related fees, will be calculated, and the customer will be prompted to confirm them. The customer acknowledges that the price provided is indicative, and the final price will be determined approximately two days before delivery. Therefore, the final price may be adjusted. If the final price differs from the indicative price by more than 50%, the customer has the right to withdraw from the contract. The price of the goods is understood as the price under DAP delivery terms – according to INCOTERMS 2010, unless agreed otherwise in writing. The conversion between CZK and EUR is based on the exchange rate set by the Supplier at the time the order is submitted. All prices are listed without VAT. VAT will be added to the price in accordance with applicable legal regulations.
4. A proposal for concluding a contract made by the customer is considered binding when submitted via the Supplier’s E-shop interface, at the moment of confirmation of the type and quantity of the purchased goods. The Supplier reserves the right to silently reject proposals that contradict this provision without further notice.
5. The customer’s offer is considered irrevocable within the meaning of Section 1736 of the Civil Code. However, the customer is entitled to cancel a contract concluded based on an accepted order by paying a termination fee equal to 100% of the purchase price of the goods stated in the order.
6. The purchase agreement is concluded at the moment of order confirmation. Order confirmation is understood as an automatically generated message to the customer confirming that the Supplier has received the order. The Supplier is entitled to withdraw from the purchase agreement at any time before fulfilling the order, without providing a reason. This particularly applies if the ordered goods are not available or if an obvious error appeared in the E-shop’s offer.
7. The customer shall pay the Supplier the purchase price of the goods either in advance to the Supplier’s account or in cash upon delivery, against a printed accounting and tax document – an invoice, unless otherwise agreed, i.e., on an invoice with an agreed due date. If the purchase price is not duly and timely paid, the Supplier is entitled to charge the customer a contractual penalty of 0.05% of the outstanding amount for each day of delay. Payment of the contractual penalty does not affect the Supplier’s right to claim damages. If the customer is in default of payment for more than 30 days after the due date, the Supplier is entitled to withdraw from the contract. The Supplier may require an advance payment of up to the total purchase price. If the advance payment is not 100% of the purchase price, the remaining balance shall be paid upon delivery of the goods as specified in these GTC. If the customer subsequently withdraws from the contract or the goods are not delivered due to non-payment of the remaining amount, the paid advance is non-refundable and covers the Supplier’s costs.
8. If the Supplier has reasonable concerns regarding the customer's insolvency, the Supplier is not obliged to make any deliveries to the customer, even if previously confirmed by the Supplier. The Supplier shall inform the customer of such a decision without undue delay.
9. If the customer mistakenly orders goods and the purchase agreement cannot be canceled, the Supplier may accept the goods for consignment under the condition that the customer has paid for them. If the Supplier resells the goods, the corresponding amount (or a proportional amount, if only part of the goods is sold) will be refunded to the customer. Alternatively, the parties may agree on the repurchase of the goods by the Supplier, provided that the customer has made the prior payment.
10. If the purchase agreement is concluded outside the E-shop, the above provisions shall apply accordingly.

II. Delivery of Goods

1. The customer does not have the right to receive the goods before payment, as stipulated in Article I, Section 7 of the GTC, unless otherwise individually agreed by the parties. The Supplier is obligated to deliver the goods properly and on time. The Supplier will make reasonable efforts to deliver the goods within the indicated transport times; however, these transport times are not guaranteed and are not part of the contract. The Supplier is not liable for any damages or losses resulting from delays. If the delivery is not completed within the delivery period, this period is automatically extended by an additional fulfillment period of at least 14 business days, or the Supplier will contact the customer to arrange a longer additional fulfillment period.
2. The customer is obliged to accept the goods and provide the Supplier with all necessary cooperation during delivery and handover. Delivery is considered fulfilled once the goods are delivered to the agreed-upon destination. If the Supplier delivers the goods in parts, including within the additional fulfillment period, the Supplier will contact the customer to arrange the method of delivery.
3. If the customer delays the acceptance of the goods, the customer is responsible for any resulting damages. The Supplier is entitled to withdraw from the contract or store the goods at the customer’s risk and expense, either in the Supplier’s warehouse or with a third party. In such cases, the Supplier is entitled to charge the customer for the proven costs of such storage or a daily storage fee of 0.5% of the value of the goods (excluding VAT), starting from the day after the delivery period expires. If the customer requests a redelivery of the shipment due to reasons on their part, the Supplier is entitled to charge the customer for the transportation costs incurred in this regard. An unjustified refusal to accept the goods by the customer shall be considered a proper delivery of the goods on the day it was attempted.
4. The goods shall be considered delivered once they are delivered to the address specified by the customer in the registration or upon their collection from the Supplier’s premises or another designated pickup location. The Supplier ensures delivery to the address specified by the customer, unless otherwise agreed between the customer and the supplier.
5. The customer is obliged to inspect the goods immediately upon receipt. If any mechanical damage to the packaging is found, the customer must document the damage in the presence of the carrier and have the carrier confirm the damage report for a successful complaint. By signing the delivery note for the carrier, the customer agrees to accept the goods and confirms that they have arrived undamaged. The risk of damage to the goods transfers from the Supplier to the customer upon physical delivery to the agreed-upon destination. If transportation is arranged by the customer in accordance with a written agreement, the risk of damage to the goods transfers to the customer at the moment they are allowed to handle the goods or when the goods are handed over to the first carrier. Ownership of the goods transfers to the customer upon full payment of 100% of the purchase price to the Supplier.

III. Payment Methods

1. Payment can be made in advance via bank transfer, in cash upon personal pickup, or by card payment.
2. The customer may pay “cash on delivery” in cash upon receipt of the goods from the carrier. The Supplier reserves the right to deny the customer the option of cash payment upon delivery if the customer has previously failed to collect a shipment, resulting in the goods being returned to the depot or the Supplier.
3. Payment via bank transfer – in this case, the payment is considered completed once the funds have been credited to the Supplier’s account. This may result in a delay of several days between the order and the shipment of the goods, depending on how quickly the payment is processed. This payment method is available for all shipping options.

IV. Shipping Methods

1. Personal Pickup – The customer can personally collect the goods from the Supplier’s warehouse at the address Vintrovna 395/25, Hall SO107, 664 41 Popůvky. This option is available only upon mutual agreement.
2. Personal Delivery – This refers to delivery by the Supplier’s courier service, which is available only upon an individual agreement with the Supplier. If the customer fails to collect the goods within the time frame set by the selected carrier or refuses to accept them, resulting in additional costs for re-delivery, the customer shall be required to reimburse the Supplier for the incurred shipping and handling costs according to the chosen payment method. Additionally, the Supplier reserves the right to refuse future contracts with such a customer.
3. Third-Party Carrier Service – The Supplier and the customer agree on the method of transportation by a third-party carrier. The shipping costs shall be borne by the customer.

V. Rights Arising from Defective Performance and Complaints

A. Prevention

1. The Customer acknowledges that as part of fulfilling the preventive obligation, they must ensure that the selected type of goods precisely meets their needs. Before purchasing and using the goods, the Customer shall consider the intended use and acknowledges their obligation to follow the instructions for use, if provided.
2. The Customer must adhere to all rules of proper use during the goods’ lifespan. As a precaution, the Customer must take into account all factors that could adversely affect the full functionality and durability of the product, such as inappropriate use or improper care.
3. To maintain the quality and functionality of the goods, the Customer is required to perform regular maintenance in accordance with the user manual, if provided. Improper or insufficient maintenance significantly shortens the product's lifespan. If no user manual is included, the Customer is responsible for taking care of the goods according to common practices for the particular type of product.
4. If the Customer is not the final user of the goods, they must ensure that the end-user or the person receiving the goods is informed about the user manual (if provided) and these preventive measures.
5. If the Customer handles the goods in violation of the above provisions, they acknowledge that they lose any rights arising from defective performance.

B. Acceptability of Complaints

1. The Customer must inspect the goods upon receipt with the delivery driver. The Customer may assert rights arising from defective performance only for defects that existed at the time of receipt. Claims for damages or broken goods that were apparent upon inspection cannot be made later, as the Supplier is not responsible for the handling of goods after receipt. Likewise, the Customer cannot claim discrepancies between the product and its image on the e-shop, as the inspection during pickup serves this purpose.
2. A defect is defined as a situation where the goods, at the time of receipt, do not meet the statutory conditions, meaning they are not delivered in the agreed-upon specification or quality as described, or they do not comply with Czech legal regulations (hereinafter referred to as "quality"). A defect is not present if the Customer claims that any attribute of the goods does not match their expectations regarding value.
3. A defect is also present if the agreed quantity of goods is not delivered.
4. If the Customer fails to inspect the goods with due diligence and in a timely manner, they lose the right to claim defects that could have been discovered during the inspection, regardless of whether the defect existed at the time of the transfer of risk.
5. If the Customer does not report a defect and assert their rights regarding quantity upon receipt, they cannot later claim defects related to quantity.
6. If the Customer does not report a defect and assert their rights regarding quality within 24 hours of receipt, they cannot later claim such defects.
7. If the Customer has opted for personal pickup, the inspection must take place at the Supplier’s warehouse. Once the agreed-upon pickup has taken place, complaints about factual defects (such as quantity and quality defects) that could have been detected at the time of pickup are excluded. However, the Customer may claim a defect only if it was intentionally concealed by the Supplier or if the Supplier provided a quality guarantee.
8. The defect must be reported, and the right to claim defective performance must be exercised within the above time limits. For hidden defects, the claim must be made without undue delay after the Customer discovers the defect.
9. If the defect was not one that the Customer could have discovered with due diligence upon inspection and the claim is not delayed, the complaint is acceptable.
10. If a justified and timely claim is made, the Customer is entitled to remedies under applicable laws:
    • In the case of a material breach of contract, the Customer has the right to request replacement of the goods or withdraw from the contract.
    • In the case of a non-material breach, the Customer has the right to a discount or repair.
    • However, the Customer’s claims are limited as follows:
      • If the goods are defective, the Customer’s claims are initially restricted to the right to supplementary performance. The Supplier decides whether to provide a repair or replacement. If supplementary performance fails twice or is refused, the Customer has the right to a price reduction or withdrawal from the contract.
      • The right to withdraw from the contract does not apply unless a material breach of contract has occurred.
11. A product is not considered defective if the Customer claims they did not order it, provided the order was placed from their account on bjutip.com
12. If the Supplier mistakenly delivers the wrong goods, the Customer is not required to return them if they reach an agreement with the Supplier on the price, which the Customer will then pay.

C. Place and Method of Filing a Complaint

1. The Customer must return and submit the claimed goods at the place of receipt immediately after discovering defects in quality. The type and number of claimed goods must be clearly stated on the original invoice, signed by the Customer, which the Supplier's representative (typically the courier or issuing employee) will forward to the Supplier's complaints officer. The courier or sales representative is not responsible for handling complaints.
2. If the complaint is not filed at the place of receipt, the Customer must submit it online through the e-shop by selecting the “Complaint” option in the “Your Data” section, or in writing to the Supplier.
3. If using a complaint form, the Customer must complete all mandatory fields, including the number of claimed items, the reason for the complaint, any notes, and attach photographs. If the complaint concerns the quality of the goods, the Customer must include a clearly visible photograph showing all claimed items.
4. Complaints regarding delivered or undelivered goods can only be made with a signed original invoice, which the Customer must check upon delivery. Complaints without a signed invoice will not be accepted.
5. The Customer must check the offered quality of goods upon purchase.
6. Goods sent back to the Supplier must be in original packaging or suitable transport packaging. The Supplier is not responsible for damage that occurs before receipt.
7. Goods sent to the Supplier with cash on delivery will not be accepted, and such shipments do not preserve complaint deadlines or grant any rights to the Customer.
8. The Supplier will assess the legitimacy of the claim and inform the Customer by phone or email about how it will be handled. The Customer will then be notified about collecting the claimed goods in City, unless another resolution (such as a refund) is reached.
9. The complaint resolution period is 30 days, excluding any reasonable time needed for expert defect assessment.
10. If the Customer fails to cooperate with the Supplier in examining the reported defect, particularly by not providing the claimed goods for inspection (either via their own carrier or the Supplier’s next scheduled delivery – subject to confirmation with a sales representative), within two days of receipt, they forfeit all claims under defective performance rights. If the Supplier inspects the goods at the Customer’s location and the claim is deemed unjustified, the Customer bears the cost of the visit, set at 1,000 CZK per hour per worker, plus travel expenses based on the Ministry of Labour and Social Affairs decree on travel allowances.

VI. Customer’s Right to Withdraw from the Contract

1. The Customer has the right to withdraw from the contract only for legal reasons that are not excluded by this contract. In the event of withdrawal from the contract, the Customer is obliged to return the goods to the Supplier without undue delay, and no later than 2 days from the date of withdrawal from the purchase contract, to the address Vintrovna 395/25, Hall SO107, 664 41 Popůvky. The deadline is considered met if the Customer sends the goods back to the Supplier before the expiration of 2 days from the date of receipt of the goods.
2. The Customer will bear the direct costs related to the return of the goods.
3. The Customer does not have the right to withdraw from the contract under this section of the GTC, among other cases, when the subject of the contract is goods that were customized according to the Customer’s wishes or goods that are subject to rapid deterioration.

VII. Protection of Customer Personal Data

1. The Supplier processes the Customer's personal data for the purpose of concluding and managing the contract, and for the delivery execution, fulfilling its legal obligations, or with the Customer's consent as the buyer, to improve the Supplier's services and offerings, for marketing purposes, including sending commercial communications and personalizing advertising, or for other purposes to which the Customer has consented.
2. The processing of personal data is carried out in accordance with Regulation (EU) No. 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals 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) and related Czech legal regulations. It is also in accordance with the Supplier’s Personal Data Handling Principles, which specify how the Supplier handles the Customer's personal data, what information about the Customer is stored, how such information is used, and to whom it may be provided. The Personal Data Handling Principles also include a list of all the Customer's rights regarding personal data processing, notably the right to information, correction, deletion, or the right to withdraw consent to data processing at any time.
3. In connection with personal data processing, the Supplier declares that:
   • it processes personal data in compliance with the requirements set by legal regulations;
   • it ensures that persons authorized to process personal data are bound by confidentiality or subject to a legal obligation of confidentiality;
   • it has adopted appropriate technical and organizational measures to ensure the necessary level of personal data security;
   • in the event of a breach of personal data security with a risk to the rights and freedoms of individuals, it will inform the supervisory authority and, where necessary, the data subjects.

IX. Other Provisions

1. Events caused by force majeure entitle the Supplier to extend the delivery date by the duration of the relevant restriction and a reasonable period to restore operations. Force majeure events are considered to be all circumstances that significantly complicate or prevent delivery (such as fires, floods, civil unrest, war, destruction of equipment, shortage of energy and raw materials), as well as obstacles in communications or transportation, regardless of whether these circumstances occur at the Supplier's premises or at the subcontractor's premises.
2. In the cases referred to in paragraph 1) of this section, the Supplier has the right to withdraw from the contract or to perform later if the Customer is promptly informed that a force majeure event has occurred.
3. Right to withdraw from the contract – If the Customer is in delay with fulfilling the contract, the Supplier has the right to set an additional period of 14 days and, if the period expires without fulfillment, withdraw from the contract or withdraw without providing an additional period, and also has the right to claim compensation for the damage due to non-fulfillment of the obligation. The same applies if the Customer is partially delayed with fulfilling the contract.
4. If the Supplier has concluded a subcontract, the delivery dates stated by the Supplier are subject to the timely and proper fulfillment of the subcontractual obligation. The Supplier has the right to withdraw from the contract or to perform later if the subcontractor does not fulfill their obligation in time or properly.
5. Limitation of liability, exclusion of withdrawal – Unless otherwise specified in these Terms and Conditions, the Supplier is liable for damages caused by breach of contractual or non-contractual obligations only in the case of intentional damage or gross negligence. All other liability of the Supplier is excluded to the maximum extent permitted by law. The Supplier’s liability does not cover – except in cases of intentional actions – damages that could not be expected under normal circumstances for this particular transaction, or damages for which the Customer is insured or can usually be insured. The parties do not agree on compensation for non-material damages.
6. According to the regulations on the manufacturer's liability for damages caused by a defective product, the Supplier is fully liable for damages caused intentionally, for damages resulting from the intentional concealment of defects, and for damages caused by gross negligence when fulfilling a fundamental contractual obligation.
7. If a breach of obligation occurs, which was not caused by the Supplier and does not represent a defect in the goods, the Customer does not have the right to withdraw from the contract.
8. The Supplier will not bear costs, other than those related to transportation to the correct place of performance, arising from the fact that the goods are delivered to a different place of performance than originally agreed.

X. Final Provisions

1. By submitting the order, the Customer assumes the risk of a change in circumstances within the meaning of Section 1765, Paragraph 2 of the CC. The Customer is also responsible for any damage caused by force majeure on their side (especially if they fail to accept the goods due to force majeure), and the provisions of Section 2913, Paragraph 2 of the CC do not apply in this context. Force majeure on the part of the Customer does not typically include delays or other actions or omissions of their buyer or other business partners.
2. By submitting the order, the Customer expressly declares that they have familiarized themselves with the product's user manual, if issued and published, with these Terms and Conditions, and that they possess all the information necessary to purchase and use the goods. The Customer also declares that if they had any questions about the goods, they have been answered to their satisfaction, and they are aware of the goods they are purchasing. By taking delivery of the goods (by any authorized person), the Customer declares that the goods were delivered complete, including all necessary written or oral information, and in particular, that they have been informed about the maintenance of the goods, their rights regarding defective performance, mandatory usage instructions, and other information necessary for the proper use of the goods, such as the user manual. Specifically, they have been informed about the goods' durability and its parts, as well as the principles of proper handling, usage, and maintenance. The Customer also acknowledges that defects arising from improper use, improper maintenance, use with unsuitable accessories, or other violations of the product's user manual may be excluded from the legal responsibility of the Seller for product defects. The packaging of the goods, proof of payment, user manual, complaint procedure, and warranty card (if a warranty for quality was provided), and all other written or material accessories provided to the Customer at the time of purchase, form an integral part of the goods. This provision does not apply to parts or accessories of the goods that are consumed in connection with the use of the goods.
3. By submitting the order, the Customer confirms that they have read these GTC and agree to them. The Customer is not entitled to apply their own GTC when ordering. The Customer is adequately informed of these GTC before submitting the order and has the opportunity to familiarize themselves with them. These GTC are an integral part of the concluded sales contract.
4. These GTC are displayed on the website bjutip.com, making it possible for the Customer to archive and reproduce them.
5. Communication between the Supplier and the Customer is conducted via email at sales@bjutip.com, unless otherwise agreed by the parties.
6. The Supplier may change or supplement the wording of these Terms and Conditions. This provision does not affect the rights and obligations arising during the effectiveness of the previous version of the GTC.
7. The contractual relationship established by the sales contract is governed by the legal order of the Czech Republic, in particular, Act No. 89/2012 Coll., the CC.
8. The provisions of Sections 557, 1751, Paragraph 2, 1766, 1793, 1794, 1799, 1800, 1977-1979, and 1998-2000 of the CC do not apply to the contractual relationship between the parties under this agreement.
9. The place of performance, regardless of the method of transportation, is considered to be the Supplier's registered office.
10. In case of a dispute, the parties, pursuant to Section 89a of Act No. 99/1963 Coll., the Civil Procedure Code, choose the District Court for Prague 6 as the court of jurisdiction.
11. These GTC do not limit the Supplier's ability to enter into a sales contract under individually agreed terms.
12. These GTC become effective on the day of their publication.

In Modřice, on 25. 03. 2024
BJUTIP a.s.