General Terms and Conditions

(Valid from 17. 2. 2014)

VitalVibe Company Ltd., headquartered Havlíčkova 19, 602 00 Brno, Czech Republic, Identification Number: 29307031, VAT: CZ29307031 registered in the Commercial Register at the Regional Court in Brno, Section C, Insert 72990 hereby publishes under § 1751 of the Act no. 89/2012 Coll ., the Civil Code, effective as amended (hereinafter "CC"), these General Terms and Conditions (the "GTC").

1. Terms

For the purposes hereof is meant by:

Entrepreneur - anyone who independently carries out on their own account and responsibility of gainful employment a trade or similar means with the intention to do so consistently for profit

Seller - the company VitalVibe Ltd., headquartered Havlíčkova 19, 602 00 Brno, Czech Republic, Identification Number: 29307031, VAT: CZ29307031

Purchase price - the price of goods negotiated by the contract between the Parties

Buyer - Entrepreneur withdrawing goods from the Seller

Parties - Seller and Buyer

Contract – purchase agreement or framework purchase agreement, concluded both in writing and orally or on the basis of a written order

Web interface - a web portal at www.vitalvibe.cz or at www.vitalvibe.eu, running the online shop of the Seller.

Products - movables or services that are sold under these GTC

2. Introductory Provisions

2.1 These GTC govern the relationship during performance of purchase contracts concluded between the Seller and Buyer.

2.2 These GTC are binding for both Seller and Buyer and are an integral part of the Contract.

2.3 Individual provisions of the GTC can be modified or excluded expressively by a written agreement in the Contract.

2.4 These GTC apply whenever contract or other written agreement between the Parties does not state otherwise. Divergent written agreements of the Parties shall take precedence over the provisions of these GTC.

3. The law and the legal regime

3.1 Contractual relationships between the Parties shall be governed by Czech law. 

3.2 Both parties act towards each other as entrepreneurs within their businesses.

4. Purchase Contract 

4.1 By concluding the purchase contract, the Seller agrees to surrender goods that are the subject of purchase, and allow Buyer to acquire title to it, and Buyer agrees to take over the goods and pay the Seller the purchase price. 

4.2 In individual cases Framework purchase contract is concluded between the Seller and the Buyer which specifies the special conditions of the business relationship.
 

5. Orders

5.1 Orders of goods are binding for the Seller and Buyer, if realized with the Seller's sales representatives or directly with the Seller by telephone, or electronically by e-mail or through a Web interface.

5.2 For the purchase contract concluded on the basis of electronic orders, the provisions of these GTC are valid. Buyer agrees to the use of distance communication in concluding the purchase contract. Costs incurred by the Buyer using the means of distance communication in connection with concluding the purchase agreement (the cost of Internet access, telephone costs) are to be paid by the buyer himself.

5.3 The contractual relationship between Seller and Buyer is formed upon the acceptance of the order (acceptance). The order is accepted by handing over the goods to the first carrier or by sending a message to the Buyer that the goods are ready to be collected at the establishment of the seller. Everything the parties of the purchase contract shall exchange, prior to accepting the order, shall be deemed a deposit.

6. Delivery of Goods

6.1 Delivery document (or delivery note) includes a specification of the Goods, the quantity supplied and collected, purchase prices per unit and the total price for the item, and for the whole delivery.

6.2 When receiving goods from the carrier, the Buyer is obliged to check the integrity of packages and goods and in the event of any defects immediately notify the carrier. In the event of a breach of the package indicative of intrusion the buyer need not to take shipment from the carrier. By signing the delivery note buyer confirms that the shipment of goods meets all terms and conditions and any further claims of infringement of container shipments will be disregarded.

7. Price terms

7.1 The purchase price of goods is governed by the sales price list of the Seller at the rate applicable at the time of purchase, respectively by specific partial purchase contract, unless Framework purchase agreement states otherwise. Purchase prices are contractual prices.

7.2 Determination of Purchase Price of goods is governed by the conditions agreed upon between Seller and Buyer. Buyer can also receive discounts and bonuses on the value of the supply of goods.

8. Payment terms

8.1 The purchase price is payable at the latest upon delivery. If the parties conclude that the purchase price will be paid by Buyer after the delivery of goods, the maturity period is 30 days from the date of delivery of goods. The Buyer becomes the owner of the goods only after complete payment of the purchase price.

8.2 If the parties conclude that the purchase price will be paid by Buyer after the delivery of goods, it will be paid according to the invoice sent by Seller to Buyer. If the invoice is sent to the Buyer by mail as ordinary advised consignment, the day of delivery is considered to be the 3rd business day after the  delivery of invoiced goods to the Buyer if, within that period, Buyer does not notify the Seller that he or she did not receive the invoice relevant to the delivery of goods.

8.3 The buyer shall pay the total amount of the invoice by the due date of the invoice, so by the due date of the invoice the funds are already credited to the account of the Seller.

8.4 The buyer is obliged to identify each payment variable symbol stated on the invoice. The payment without a variable symbol or incorrect variable symbol, i.e. an unidentified payment shall be deemed unpaid with all the consequences ensuing therefrom.

8.5 If Buyer fails to pay any invoice to the Seller within the due date, the Seller is not in default on any delivery to the buyer.

8.6 Under the terms of the Law of Electronic Record of Sales, the seller is obligated to issue a receipt to the buyer. At the same time, he is obligated to register a received turnover online with tax administration; in case of technical failure, not later than within 48 hours. The buyer agrees with issue and sending of a receipt in an electronic form.
 

9. Returnable Packaging

9.1 In cases where the goods are delivered in returnable containers, the Buyer is charged refundable deposit.

9.2 Deposit for the returned packaging is returned to the Buyer against surrender of packaging or deducted from the cost of other supplies.

9.3 The Buyer is obliged to return the packaging to the Seller within 30 calendar days from the date of delivery of goods. If there is no refund of deposit packaging, it is understood that the Buyer purchased these packages from the Seller for a price identical to the deposit for said packages.

10. Sanctions

10.1In case of default of the Buyer to pay the purchase price or part thereof, parties have agreed a contractual penalty of 0.1% per day of the amount owed for each started day of delay.

10.2 The basis for the calculation of the contractual penalty is the purchase price including VAT.

10.3 Buyer's delay in payment of the Purchase Price or part thereof, or an advance on the purchase price of more than 7 calendar days is considered a fundamental breach of Contract and the Seller is entitled to withdraw from the Contract.

10.4 The Seller is regardless of other determining by Buyer, entitled to count payments first to the Buyer accessory claims, potential claims from the Seller compensation, then individual claims in order of their maturity.

11. Rights arising from defective performance

11.1 The Seller delivers the goods with remaining time to fitness or usability or recommended the consumption of at least 65% of the time specified by the manufacturer of Goods. When there is lower remaining warranty period at the time of delivery, the parties will negotiate to request a reasonable discount on the purchase price.

11.2 A complaint to the quantity of goods delivered shall be filed with the Seller at the latest when the goods are collected, with the exception of complaints about the amounts of food goods in airtight containers (these cases are considered to be qualitative defect of goods).

11.3 Complaints about qualitative defects of the goods the Buyer must deliver in writing to the Seller within seven days of receipt of goods. For the recognition of these claims is crucial the opinion of the manufacturer of the goods. For goods requiring special technique for the storage and sale (eg. As maintaining the minimum temperatures), the Seller is entitled to check the Buyer's compliance with these procedures and in case of dispute Buyer is obliged to prove to the Seller compliance with these procedures.

11.4. Recognized complaints are solved by the Seller preferentially by an exchange for goods free of defects or a credit note and refund.

12. Correspondence

12.1 Transmission of documents between the Parties shall be governed by the following principles:

12.1.1. Buyer sends the Seller the documents to the following address: VitalVibe Ltd. Veveří 127, 61600, Brno, Czech Republic.

12.1.2. The Seller sends the documents to the Buyer to the address specified in the Purchase Contract or Order of the Buyer, or to an address that Buyer told him.

12.2 If a document is sent to the buyer by registered mail, the day of delivery shall be deemed:

12.2.1. Day of receipt of the consignment Buyer

12.2.2. Day refusal to accept the consignment Buyer

12.2.3. The last day of the deposit period, if the buyer does not collect the consignment despite the announcement from the post office, even if the buyer was not aware about the storage of the consignment, and the announcement was thrown into the clipboard of the Buyer.

12.2.4. The day, when the seller is notified that the consignment could not have been delivered to the Buyer, because he or she is no longer available a the address designated for sending documents (art. 12.1.2) and for this reason the consignment was returned by post.

13. Solving Disputes

The Parties agree that the property disputes between them arising from this Agreement or in connection with it will be solved by arbitration before a single arbitrator, and they shall appoint JUDr. Bc. Martin Kulhánek, Ph.D., lawyer, reg. No. Czech Bar Association 08,780, and in the case the arbitrator would for any reason lose eligibility for appointment of the arbitrator, they shall appoint JUDr. Jana Šimečka reg. No. Czech Bar Association 36227, and in the event that this arbitrator should for any reason would lose eligibility for appointment of the arbitrator, they shall appoint JUDr. Mark Ivičič, Ph.D., lawyer, reg. No. Czech Bar Association 11,926^th.Contracting Parties agree that the lawsuit shall be submitted exclusively to the following address: Association of Arbitrators, as, Brno, Trench 8, Postal Code: 604 39. Remuneration for arbitration is payable by filing a lawsuit and is 3% of the amount in dispute but at least CZK 5,000 (plus applicable VAT), management can only be written and decision need not contain reasons. The parties expressly ask for delivery to the postal or e-mail addresses specified in this contract, with delivery to the data box disagrees. Arrangement of the arbitration clause does not affect the right of the plaintiff to its application turned to a general court. 

14. Final arrangements

14.1. The Seller is entitled to a reasonable VOP change.

14.2. The legal relationship between the Seller and the Buyer under the Contract are always governed by the GTC, effective at the time of its conclusion. If there is a dispute between the parties, the dispute settlement provisions effective at the time of commencement of the arbitration or judicial proceedings will be used.

14.3. Relevant parts of the GTC are valid until complete settlement of rights and obligations between the Seller and Buyer.

14.4. In the event that any provision of these GTC or a written contract becomes invalid, ineffective or unenforceable, this shall not affect the validity of the others, the efficiency and feasibility of parts of the GTC, which are not affected by contractual arrangements.

14.5. The Buyer confirms that he agrees with the GTC that are clear, understandable and specific by signing GTC, the purchase contract or by sending in the order.

14.6. The buyer, who has signed with the Seller general purchase agreement is obliged to notify the Seller in writing of any change in their identification data, which are an essential part of the contract, along with the next following orders, but no later than 10 calendar days after the effective date of such change. These include a change of name and surname or business name / name, legal form, headquarters, ID, tax ID, change of the acting persons and telephone numbers. In the event of failure to comply with this obligation, the buyer is liable for any damage resulting failure to meet the obligations of the Buyer.

15. Validity and effectiveness

15.1 These GTC come into effect on 17^th February 2014. Contractual relations arising prior to the effective date of these GTC remain in force and shall be governed by terms and conditions applicable at the time of their creation. If there is a dispute between the parties, the dispute settlement provisions effective at the time of commencement of the arbitration or judicial proceedings will be used.

15.2 The valid version of the GTC is available at the headquarters of the Seller and is published on the Seller’s web interface.

In Brno on 17. 2. 2014
For Vitalvibe Ltd.
Ing. Jan Peter
Managing Director