Terms conditions

Terms and conditions of LIGHT CAPS, s.r.o.

for the sale of goods for the purpose of its further distribution

(B2B Terms and Conditions)

1. Introductory provisions

1.1.    These general terms and conditions for the sale of LIGHT CAPS goods (hereinafter referred to as "goods") for the purpose of their further distribution (hereinafter referred to as "terms and conditions") govern the relations between LIGHT CAPS, s.r.o, IČO: 17238714, with its registered office at Ždánská 1142, 685 01 Bučovice, registered in the Commercial Register kept at the Regional Court in Brno under file number C 129226 (hereinafter also referred to as "Seller") and buyers - entrepreneurs who purchase goods within the scope of their business activities (hereinafter also referred to as "Buyers"). In case of conclusion of a purchase contract (hereinafter referred to as the "Purchase Contract") between the Buyer and the Seller, these Terms and Conditions are an integral part of the Purchase Contract, whereby in case of deviations, the concluded Purchase Contract shall always prevail. By concluding the Purchase Contract, the Buyer confirms that he/she has been thoroughly acquainted with the wording and content of these Terms and Conditions, including the Complaints Procedure in Appendix 1 (hereinafter referred to as the "Complaints Procedure"), has accepted these Terms and Conditions from the Seller and agrees to them without reservation.

1.2.    Where appropriate in the context, these Terms and Conditions may refer to the Buyer or the Seller as a "Party" or collectively as "Parties".

1.3.    These Terms and Conditions, as well as other documents referred to in these Terms and Conditions, govern the contractual relationship between the Buyer and the Seller, on the basis of which the Buyer is entitled to purchase goods from the Seller and to resell these goods to third parties. Both Parties confirm that they have based their decision to enter into the contractual relationship governed by these Terms and Conditions on the contents of these Terms and Conditions and other documents to which these Terms and Conditions expressly refer.

1.4.    These terms and conditions shall become effective between the parties upon conclusion of the purchase contract and in case of doubt upon delivery of the goods to the buyer.

2. Ordering goods

2.1.    The buyer orders goods from the seller's offer, which is available in current catalogues of goods, promotional leaflets or on the company's website www.light-caps.com

2.2.    All orders will be placed by the buyer using one of the forms listed below:

• in writing to the seller's postal address
• by email to: sales@light-caps.com,
• via the seller's sales representative
• via the seller's e-shop at www.light-caps.com
• by phone on +420 777 240 963
• in person at the Seller's registered office/plant, at the Seller's stand at fairs or exhibitions or at any other similar place.

2.3.    In written and email orders the buyer shall always state:

• your name/business name
• billing and delivery address (if the delivery address is different from the billing address)
• IČO
• DIČ
• phone number
• e-mail address
• the specification of the ordered goods and the number of pieces.

2.4.    The Buyer is obliged to respect the packaging of the goods as specified by the Seller in order to prevent damage to the goods during transport. Before placing an order, the Buyer is obliged to check the suitability of the goods for his needs or for the needs of end users; the Seller shall not be liable for the unsuitability of the goods for the needs of the Buyer or end users.

2.5.    The Seller's offer is non-binding and the Buyer cannot claim delivery of the entire volume of the ordered goods if they are not in the Seller's stock. The Seller shall notify the Buyer of this fact at the latest when confirming the order.

2.6.    Instead of the goods specified in the Buyer's order, the Seller reserves the right to deliver other goods if these goods correspond in all respects to the ordered goods or if they are of higher quality. However, the Seller will not make any significant changes to the goods ordered without the Buyer's consent.

2.7      In the case of ordering commission goods, i.e. specific non-stock goods for a specific customer, the Seller is entitled to require from the Buyer a deposit for commission goods in the amount of at least 30% of the total price of the commission goods, the amount of which will be determined in each individual case by the Seller (in the case of specific orders, the deposit may be up to 100%), and the Buyer undertakes to pay it, otherwise the Seller will not place the ordered commission goods for order.

3. Delivery and acceptance of goods

3.1.    Form of delivery and acceptance of goods:

- by mail order or other transport to the destination, DPD, GEIS

- personal collection in the warehouse of the seller's contractual partner, LIGHT CAPS, s.r.o, IČO: 17238714, with its registered office at Ždánská 1142, 685 01 Bučovice, registered in the Commercial Register maintained by the Regional Court in Brno under file number C 129226, at Ždánská 1142, 685 01 Bučovice, and only on Mon-Fri between 6:00 a.m. and 2:30 p.m.; the goods can be picked up immediately after processing the order sent by the buyer, picking, checking and dispatch (tel. +420 777 240 963);

- personal collection at the Seller's stand at fairs or exhibitions or any other similar place;

payment for the goods in the case of personal collection will be made upon receipt of the goods in cash or on invoice, according to the agreement of the parties, while the buyer is obliged to provide a person authorized to receive the goods from the seller, who is obliged to prove his authorization.

3.2.    The deadline for delivery of goods by the Seller to the Buyer is usually 5 working days following receipt of the order by the Seller (by 14:00 on a working day). In individual cases, a shorter or longer delivery time may be agreed.

3.3.    Delivery and acceptance shall be deemed to be the delivery of the goods to the destination specified in the order.

3.4.    The Buyer is obliged to inspect the goods upon receipt and any defects detectable during this inspection must be claimed by the Buyer from the Seller or the contractual carrier immediately upon receipt, or within the time limits and under the conditions set out in the Complaints Procedure. The Buyer confirms the acceptance of the goods delivered to him by the Seller on the tax document (invoice) or on the delivery note of the contractual carrier by the signature of his representative or authorised employee, including the legible name, surname, function and stamp of the Buyer. By signing, the Buyer confirms receipt of the delivery according to the quantity of goods stated thereon and also confirms that the goods delivered are free from any obvious defects or damage. Any obvious defects or damage, or other irregularities in the incompleteness or external damage of the delivered goods, the buyer is obliged to record on the tax document (invoice) or on the contract carrier's bill of lading upon receipt of the goods, or at the latest within the time limits and under the conditions set out in the Complaints Procedure.

3.5.    A tax document (invoice) or a waybill confirmed by the buyer without reservation proves the proper delivery of the goods by the seller to the buyer according to the buyer's order. In the event of a dispute, this fact is borne by the buyer. After confirmation of the proper acceptance of the goods, the buyer can no longer object to any discrepancy between the delivered delivery and the order. In the event of a dispute about the subject of the order, it is considered that the buyer's confirmed tax document (invoice) or shipping document proves the actual content of the buyer's order accepted by the seller.

3.6.    In the case of a proper and justified claim by the buyer in accordance with the terms and conditions and the Complaints Regulations, namely in the case of a claim of incompleteness of the delivery according to the delivery note or the exchange of goods for a different assortment incurred by the seller, additional transport costs incurred in this way are covered by the seller.

3.7.    In case of non-acceptance of the ordered delivery by the buyer, except in cases where the reason for non-acceptance is the application of a justified complaint, the seller has the right to demand from the buyer payment of a contractual penalty in the amount of 10% of the order price (excluding VAT).

3.8.    In the case of the buyer's own transport and failure to pick up the ordered delivery of goods no later than the day following the delivery pick-up date announced by the buyer, the seller has the right to demand from the buyer payment of a contractual fine of CZK 500 for each day of delay.

3.9.    Confirmation of receipt of the goods in person or through the transport service does not affect other legitimate claims of the buyer against the seller, which may arise, for example, due to hidden defects or non-functionality of the delivered goods.

3.10.  The seller is not obliged to demonstrate its functionality to the buyer during individual purchases of goods.

3.11.  In the case of commission goods, i.e. specific out-of-stock goods for a certain customer, which the seller accepts as a set for the "commission" warehouse item, the buyer undertakes to collect these goods. In case of non-removal of this specific commission goods intended for the given buyer, this buyer undertakes to pay a contractual penalty in the amount of 30% of the price of the ordered commission goods.

3.12.  In the case of the buyer's interest in the delivery of goods as so-called white label goods, i.e. the delivery of goods without the seller's brand and logo, so that he can subsequently equip the goods with the buyer's own brand and logo at his own expense and risk, special conditions may be set by the seller.

4. Purchase price and payment terms

4.1.    The purchase price is based on the seller's price list, is negotiated upon acceptance of the buyer's order by the seller, and is indicated on the tax document (invoice). The prices shown in the price list are prices without VAT. The seller can provide so-called distributor discounts that are not listed in the given price list.

4.2.    Payment for goods can be made in the following ways:

• Payment in advance
• cash on delivery
• payment by cashless payment on the basis of an invoice with a maturity of 10 working days from the issuance of the invoice.

4.3.    In the case of payment by cashless payment, the buyer is entitled to raise any questions or comments regarding the issued invoice or transport (delivery) note within 5 working days from the date of delivery of the goods. If he does not do so within the specified period, the invoice or transport (delivery) note will be considered accurate, correct and complete for the purposes of payment.

4.4.    The buyer is not entitled, without a written agreement with the seller, to carry out any unilateral offsets, deductions or deferrals against invoiced payments, regardless of any ongoing disputes or claims raised by the contracting parties.

4.5.    In the event of the buyer's delay in paying the purchase price, the contractual parties agree on the right of the seller to demand from the buyer payment of a contractual penalty of 0.05% of the amount due for each day of delay. The contractual penalty does not affect the right to compensation for damages, nor the debtor's obligation to fulfill the debt confirmed by the contractual penalty.

4.6.    The seller reserves the right of ownership to the goods until the purchase price of the goods has been paid in full.

5. Transfer of the risk of damage to the goods

5.1.    The risk of damage to the goods passes to the buyer when the goods are delivered by the seller and taken over by the buyer, or when the seller allows the buyer to handle the delivered goods.

5.2.    If the seller hands over the goods to the carrier for transportation to the buyer at the place specified by the contract, i.e. at the address of the seller's headquarters or warehouse, the risk of damage to the goods passes to the buyer by handing over the goods to the carrier at this place, and if such a place was not agreed, by handing over the goods to the first carrier to the destination (buyer's delivery address).

5.3.    The buyer is obliged to inspect the delivered goods immediately upon their handover, while confirming the completeness and correctness of the delivery with his signature on the invoice or delivery note.

5.4.    In the case of commission sales, the previous provisions of this article apply mutatis mutandis. In the case of returning unsold consignment goods back to the seller within the agreed period, the risk of damage to the goods passes to the seller only when the returned consignment goods are delivered by the buyer and taken over by the seller.

6.Responsibility for defects

6.1.    If the seller does not deliver the goods to the buyer in the agreed quantity, quality and design, the goods have defects. The delivery of goods other than those ordered and defects in the documents required for the use of the goods are also considered to be defects in the goods. The buyer understands that a defect in the goods is not minor visual deviations in the execution of individual pieces of goods caused by the use of parts / components from different manufacturers, as long as these do not affect the functionality and quality of the goods.

6.2.    The seller is responsible for defects in the goods at the moment when the risk of damage to the goods passes to the buyer, even if the defect becomes apparent only after this time. The conditions under which the seller is responsible for defects are regulated in more detail in the Complaints Regulations.

6.3.    In the event that the buyer discovers a violation of the packaging upon handing over and taking over the goods, he is obliged to immediately make sure that the goods are intact and undamaged. In doing so, he is obliged to note any discovered damage on the invoice or the waybill, otherwise the right to additional claim for these defects will expire (see also Article 3.4. above).

6.4.    When claiming responsibility for defects against the seller, the buyer is obliged to proceed according to the conditions specified in the Complaints Regulations.

7. Warranty for quality and limitation of warranty conditions

7.1.    The seller provides the buyer with a guarantee for the quality of the goods delivered by him, by which he undertakes that the goods delivered by him will be suitable for use for the usual purpose for which they are intended for the duration of the warranty period, and that they will retain their usual properties during this period. The conditions under which the seller provides a quality guarantee are regulated in more detail in the Complaints Regulations.

7.2.    The guarantee for the quality of the goods is 24 months, unless otherwise specified in the terms and conditions, Complaints Regulations or for individual goods by the seller.

7.3.    The seller's liability for defects covered by the quality guarantee does not arise if these defects were caused by external events after the risk of damage to the goods had passed and were not caused by the seller or persons with the help of which the seller fulfilled his obligation, e.g. defects caused by normal wear and tear, external atmospheric or chemical influences, defects caused by the handling of the goods and the transport of the goods and defects caused by inappropriate storage, incorrect use, incorrect maintenance or incorrect repair of the goods.

7.4.    When claiming the seller's responsibility for defects covered by the quality guarantee, the buyer is obliged to proceed according to the conditions specified in the Complaints Regulations.

8. Photographs of goods and use of goods data published by the seller

8.1.    Photographs of goods listed on the website (including the e-shop), in the catalog and other marketing and offer materials are for illustration purposes only. In most cases, the photo of the product matches the reality. However, some products are still evolving and changing, so the available product photos may differ from reality.

8.2.    Without prior written agreement with the seller, the buyer is not entitled to use the data published by the seller and relating to individual types of goods (especially photographs of goods, videos, etc.), nor to make this data available or provide it to third parties. In case of violation of this obligation, the buyer is obliged to pay the seller a contractual fine of CZK 20,000 for each case of violation. The contractual penalty does not affect the right to compensation for damages, nor the debtor's obligation to fulfill the debt confirmed by the contractual penalty.

8.3.    When reselling the goods purchased from the seller, the buyer is obliged to keep the trade name (original company brand) and the packaging in which the goods were received from the seller.

9. Other arrangements

10.1.  Both the seller and the buyer undertake to fully recognize the electronic form of communication, especially via electronic mail (e-mail) and the Internet, as valid and binding for both contractual parties.

10.2.  In the event that one or more provisions of these Terms and Conditions shall be deemed illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions of these Terms and Conditions, which shall be construed as if such illegal, invalid or unenforceable provisions did not exist .

11. Terms of invoicing in electronic form

11.1.  In the contract with the seller, the buyer can grant consent to the issuing and use of invoices in electronic form in accordance with § 26 of Act No. 235/2004 Coll., on value added tax.

11.2.  Invoices drawn up in electronic form in accordance with the conditions set out in this Article 11 are considered tax documents for the purposes of the Value Added Tax Act.

11.3.  The contracting parties have agreed on the following procedures to ensure the reliability and integrity of data on invoices in electronic form issued on the basis of the contract between the buyer and the seller:

• electronic invoices will be issued in PDF format and attachments will be issued in various formats (e.g. doc, xls, tif and others),
• the authenticity of the origin and the integrity of the content will be guaranteed by a qualified or guaranteed electronic signature, which will be attached to each invoice,
• no contractual party will interfere with the issued invoice in electronic form or change its content,
• both contractual parties are obliged to ensure proper and legible archiving, authenticity of origin and inviolability of the content of electronic invoices for the entire period of their storage.

11.4.  The contracting parties have agreed that the seller will send invoices to the buyer in electronic form to the e-mail addresses specified by the buyer in the contract. The buyer declares that he has access to the e-mail address specified in the contract with the seller and that he is not blocked from receiving invoices in electronic form from the seller in the form specified in this article.

11.5.  The buyer is entitled to change the e-mail addresses specified in the contract by a written notification sent to the seller at his e-mail address indicating the buyer's new e-mail addresses. The change of e-mail addresses will be effective on the third day after the delivery of the written notification of the buyer to the e-mail address of the seller or on a later day specified by the buyer in the notification.

11.6.  The seller is not responsible for damage, loss or incompleteness of the data contained in the invoice in electronic form, if the damage, loss or incompleteness of the data was caused by a breakdown in the communication path when using the Internet. The seller is not responsible for damages caused by the buyer's low-quality connection to the Internet, due to malfunctions on the communication route to the buyer, and also as a result of any other inability of the buyer to secure the necessary access to the Internet.

11.7.  The invoice in electronic form is considered delivered to the buyer at the moment it is sent by the seller to the buyer's e-mail address.

11.8.  If the buyer does not receive an electronic invoice from the seller, he is obliged to notify the seller of this fact without undue delay to the e-mail address: sales@light-caps.com. In case of non-fulfillment of this notification obligation by the buyer, the seller is not obliged to prove the sending of such an invoice in electronic form and it is considered delivered. In the event that the buyer reports in accordance with the above that the invoice in electronic form has not been delivered to him, he will be delivered a paper version of the invoice to the address of the buyer's registered office specified in the contract or public register.

11.9.  If electronic invoicing is stipulated in the contract between the seller and the buyer, the seller (except for the situation according to Article 11.8.) is not obliged to send invoices issued on the basis of the contract in paper form to the buyer. However, the seller is entitled to send the buyer any invoice issued on the basis of the purchase contract in paper form, to the address of the buyer's registered office specified in the contract or the public register, even if electronic invoicing was agreed in the contract.

12. Final Provisions

12.1.  These terms and conditions are valid and effective from the date of their publication on the company website www.light-caps.com

12.2.   Depending on changes in relevant legal standards, as well as the company's business policy, the seller reserves the right to change the terms and conditions. The company will announce this change and its effectiveness in the form of publication on the website www.light-caps.com, with the provision that this change will also be notified by the seller to the buyer in electronic form in writing to the e-mail address specified by the buyer in the contract.

12.3.  If the buyer does not agree with the new wording of the terms and conditions, he is obliged to notify the seller of his disagreement in writing no later than on the day preceding the effective date of the change, i.e. the new wording of the terms and conditions. In this case, the contract will expire on the effective date of the change to the terms and conditions. Otherwise, it is considered that the buyer accepts the mentioned changes, which will be followed by the contractual parties.

 

In Bučovice on 3 October 2023

HM MODEL, s.r.o.

Jiří Morávek, managing director