of the business company
with registered office at Resselovo náměstí 4, Chrudim I, 537 01 Chrudim
Company ID No.: 074 20 366
registered in the Commercial Register maintained by the Regional Court in Hradec Králové, Section C, Insert 42379
for B2B sales of goods
1. INTRODUCTORY PROVISIONS
1.1. These terms and conditions (hereinafter referred to as the "Terms and Conditions") of CityZen s.r.o., with its registered office at Resselovo náměstí 4, Chrudim I, 537 01 Chrudim, Company ID No.: 074 20 366, registered in the Commercial Register maintained by the Regional Court in Hradec Králové, Section C, Insert 42379 (hereinafter referred to as the "Seller"), regulate, in accordance with the provisions of Section 1751(1) of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the "Civil Code"), the mutual rights and obligations of the Parties arising under and in connection with a purchase contract for the sale of clothing goods (hereinafter referred to as the "Purchase Contract") concluded between the Seller and a legal entity or natural person acting in the course of ordering goods as part of its business activities or as part of its independent practice of its profession (hereinafter referred to as the "Buyer").
1.2. The Terms and Conditions do not apply to cases where the person intending to buy goods from the Seller is a consumer. The Seller's rights and obligations when selling goods to consumers are governed by specific contractual arrangements (other terms and conditions).
1.3. Provisions that deviate from the Terms and Conditions may be agreed upon in the Purchase Contract. Deviating provisions of the Purchase Agreement shall take precedence over the provisions of the Terms and Conditions. The Terms and Conditions are an integral part of the Purchase Contract.
1.4. The Seller may change or add to the wording of the Terms and Conditions. This shall not affect the Parties’ rights and obligations that arise during the effectiveness of the prior wording of the Terms and Conditions.
1.5. The Terms and Conditions and the option to purchase at www.cityzenwear.com are only valid and possible for VAT payers in the country of origin. (We only sell to VAT payers in their country)
2. SELLER'S OFFER
2.1. A Purchase contract can be concluded with the Seller mainly via the Seller's online shop. This shall be without prejudice to Article 4.4 hereof. The Seller runs the online shop (for B2B sales of goods) on www.cityzenwear-com, via a web interface (hereinafter referred to as the “Shop Web Interface”).
2.2. All presentations of the goods on the Shop Web Interface are for information only, and therefore the Seller is not obliged to enter into a Purchase Contract regarding such goods.
2.3. The prices of the goods within the Web Interface are quoted by the Seller in EUR, without the amount of value added tax (hereinafter referred to as "VAT"). Unless expressly stated otherwise, the prices of the goods are quoted by the Seller exclusive of the costs associated with the delivery of the goods.
2.4. The Seller may provide the Buyer with preferential pricing (financial) terms, including the provision of price bonuses. However, such benefits or bonuses may also be made conditional by the Seller upon compliance with marketing and sales standards with which the Buyer will be familiar (hereinafter referred to as the "Terms of Support"). In case of violation of the Terms of Support by the Buyer, the benefits or bonuses may be withdrawn by the Seller.
3. USER ACCOUNT
3.1. The Buyer can access the user interface of the Seller's online shop. Using their own user interface the Buyer may order goods (hereinafter referred to as the “User Account“).
3.2. When ordering goods, the Buyer is obliged to correctly and truly provide all data. The Buyer is required to update the data specified in the User Account in the event of their change. The Seller regards the data that the Buyer enters in the User Account and when ordering goods as correct.
3.3. Access to the User Account is secured by a user name and password. The Buyer is required to protect the confidentiality of all information essential for access to their User Account.
3.4. The Buyer is not authorised to allow any third parties to use the User Account.
3.5. The Seller may cancel the Buyer’s User Account in particular if the Buyer has not been using the User Account for more than six (6) months or if the Buyer violates his obligations defined in the Purchase Contract or in the Terms and Conditions.
3.6. The Buyer acknowledges that the User Account may not be accessible continuously, particularly in view of the necessary maintenance of the Seller’s hardware and software and any necessary maintenance of third parties’ hardware and software. In this case, the Buyer waives any claims against the Seller due to the User Account being inaccessible.
4. PURCHASE CONTRACT
4.1. To order goods through the Shop Web Interface, the Buyer can fill in the order form. The order form contains in particular information about:
4.1.1. the goods ordered (the Buyer shall “place” the ordered goods in an electronic cart on the Shop Web Interface);
4.1.2. method of payment of the purchase price of the goods, information about the required method of delivery of the ordered goods, and
4.1.3. information on costs related to the delivery of the goods (hereinafter collectively referred to as an “Order”).
4.2. The Seller is always entitled, depending on the nature of the order (the quantity of the goods, the amount of the purchase price and the expected cost of transport), to ask the Buyer for additional confirmation of the order (e.g., in writing or by phone).
4.3. The contractual relationship from the Purchase Contract between the Seller and the Buyer arises upon delivery of the acceptance of the order (acceptance), which may be sent by the Seller to the Buyer by electronic mail to the Buyer's e-mail address specified in the User Account or in the order (hereinafter referred to as the "Buyer's E-mail Address"). The Buyer acknowledges that a proposal to supply goods or services at a specified price made in the course of business by advertising is not an offer to enter into a Purchase Contract. The Seller may also perform acceptance by the actual legal act of delivering the goods to the Buyer.
4.4. The Purchase Contract may also be concluded in writing or by e-mail.
5. SUBJECT-MATTER OF THE PURCHASE CONTRACT
5.1. Under the Purchase Contract, the Seller undertakes to deliver to the Buyer the goods specified in the Purchase Contract (hereinafter referred to as the "Goods") and to transfer to the Buyer the title to the Goods, whereby the Buyer undertakes to accept the Goods and to pay the Seller the purchase price of the Goods and the costs associated with the delivery of the Goods.
6. TERMS OF PAYMENT
6.1. The price of the Goods is stated in the Purchase Contract. The price of the Goods and the price of transport is paid on the basis of an invoice issued by the Seller. The Seller shall only despatch the Goods after full payment of the purchase price.
6.2. The price of the Goods and the costs associated with the delivery of the goods under the Purchase Contract must be paid by the Buyer prior to the shipment of the Goods, by wire transfer to the Seller's account No. _________, maintained at _________ (hereinafter referred to as the "Seller's Account", or through a third party payment system, including the possibility of payment by payment card.
6.3. Unless stated otherwise, the Buyer is obliged to pay the Seller the costs associated with the delivery of the Goods together with the price of the Goods. Unless expressly stated otherwise, the provisions relating to the method of payment and payment due for the price of the Goods shall also apply to the method of payment and payment due for the cost associated with the delivery of the Goods.
6.4. The Seller is VAT taxpayer. Therefore, VAT will be added to the price of the Goods in cases provided for by generally binding legislation and in accordance with such legislation.
6.5. Unless agreed otherwise, any discounts on the price of the Goods provided by the Seller cannot be combined with each other. Where a price bonus or discount is to be provided to the Buyer, such bonus or discount may not be provided by the Seller to the Buyer if the Buyer fails to comply with any of their obligations under the Purchase Contract (including the Terms and Conditions), including where there is a default in payment of the purchase price of the Goods by the Buyer.
6.6. In the case of each payment, the Buyer is obliged to pay the price of the Goods and transport cost along with the respective payment variable reference number. In the case of each payment, the Buyer's obligation to pay the price of the Goods is fulfilled upon crediting the respective amount to the Seller’s account.
6.7. The Seller is entitled at any time to demand payment of a part of the price of the Goods (e.g. for a part of the Goods) or payment of a reasonable advance on the price of the Goods.
6.8. If the Buyer defaults on any payment of a part thereof, the Seller shall become entitled to default interest equivalent to 0.03% of the amount owing for each day of the default. In the event of default by the Buyer on payment of the price of the Goods, advance payment of the price of the Goods or other payments under the Purchase Contract, the Seller is entitled to withdraw from the Purchase Contract and/or suspend the performance of any of its obligations to the Buyer until all obligations have been paid by the Buyer.
6.9. If the funds provided by the Buyer are insufficient to pay all of the Seller's outstanding claims against the Buyer, the Buyer's payments shall be applied to pay the Seller's claims against the Buyer in the following order: default interest, other accessories of the claim related to the Buyer's default, liquidated damages and principal of the debt with the oldest maturity.
6.10. Claims from the Seller may be unilaterally set off against the price of the Goods only if the claim is an outstanding claim acknowledged in writing by the Seller as to the reason and amount or a claim of the Buyer finally acknowledged in court or arbitration proceedings.
6.11. If it is customary in the course of business, the Seller shall issue a tax document - invoice to the Buyer in respect of payments made under the Purchase Contract and send it in electronic form to the Buyer's E-mail Address. At the Buyer’s request, the Seller shall send the tax document - invoice - to the Buyer in printed form.
7. DELIVERY OF THE GOODS
7.1. Unless otherwise agreed in the Purchase Contract, the rights and obligations of the Parties upon delivery of the Goods shall be governed by the Ex Works (EXW) clause of INCOTERMS 2020 of the International Chamber of Commerce.
7.2. If the Seller is required under the Purchase Contract to deliver the Goods to a location specified by the Buyer, the Buyer is obliged to take possession of the Goods upon their delivery. If the Buyer does take over the Goods upon delivery, the Seller is entitled to demand compensation for the cost incurred and to withdraw from the Purchase Contract.
7.3. If due to reasons on the Buyer’s side it becomes necessary to deliver the Goods repeatedly or in a manner other than that specified in the Purchase Contract, the Buyer is obliged to pay the costs related to repeat delivery of the Goods and the costs related to a different delivery method.
7.4. After taking over the Goods from the carrier, the Buyer is required to check the quantity of the Goods and that the packaging for the Goods has not been breached, and in the event of any defects to notify the carrier and the Seller promptly. The buyer is obliged to confirm the acceptance of the Goods on the delivery note (by signing or stamping). If the Buyer accepts a damaged shipment from the carrier, the Buyer must describe the damage to the shipment in the carrier's handover report and immediately notify the Seller of this fact by phone and in writing, otherwise the Buyer confirms by confirming the delivery note that the shipment of the Goods met all the conditions and requirements, while any subsequent complaint regarding damage to the packaging of the shipment cannot be taken into account.
7.5. The Seller is not obliged to deliver the Goods before the Buyer has paid the purchase price in full. Unless the Parties agree otherwise, the Buyer is always obliged to pay the purchase price in advance.
7.6. Unless there are objective obstacles preventing the delivery of the Goods, the Seller is obliged to deliver the Goods within the time limit specified in the Purchase Contract or within a reasonable time limit taking into account the nature of the Goods and the place of delivery. The Seller may deliver the Goods at an earlier time. If the Seller delivers the Goods prior to the specified time, the Buyer is not entitled to refuse the delivery of the Goods. Objective obstacles to the delivery of the Goods shall be deemed to be any circumstances preventing the delivery of the Goods that are not caused by the Seller, in particular malfunctions, difficulties in transporting the Goods from the manufacturer, strikes or lockouts.
7.7. If the Goods are delivered no later than thirty (30) days from the date on which the Goods should have been delivered under the Purchase Contract, the Seller's performance is proper and such delivery is not a breach of the Purchase Contract. The Buyer shall have no claims against the Seller in respect of such delivery.
8. TRANSFER OF RISK OF DAMAGE TO THE GOODS, TRANSFER OF TITLE
8.1. If the Seller is obliged to hand over the Goods to the carrier, the risk of damage to the Goods shall pass to the Buyer at the moment the Goods are handed over to the first carrier. If at the time when the Purchase Contract is concluded the Goods are already being transported, the risk of damage to the Goods shall pass to the Buyer when the Goods are handed over to the first carrier (retroactively).
8.2. If it has been agreed that the Goods will be taken over at the Seller's warehouse or premises, the risk of damage to the Goods shall pass to the Buyer at the time the Buyer takes over the Goods from the Seller, or if the Buyer fails to do so in time, at the time when the Goods should have been taken over.
8.3. Damage to the Goods that occurs after the risk of damage has passed to the Buyer does not affect the Buyer's obligation to pay the price of the Goods and the Seller's obligation to deliver the Goods in due course.
8.4. Title to the Goods shall pass to the Buyer upon full payment of the purchase price.
8.5. In the event that the price of the Goods is fully paid in advance by the Buyer, the title shall pass to the Buyer as follows:
8.5.1. if the Seller is obliged to hand over the Goods to the carrier, title to the Goods shall pass to the Buyer when they are handed over to the first carrier;
8.5.2. if it has been agreed to take over the Goods in the Seller's warehouse or premises, title to the Goods shall pass to the Buyer at the moment they take over the Goods from the Seller.
9. CHARACTERISTICS OF THE GOODS, DOCUMENTS RELATING TO THE GOODS AND HANDLING OF THE GOODS
9.1. When handling the Goods, the Buyer is obliged to comply with all measures resulting from generally binding legal regulations, from documents provided by the Seller in connection with the Goods (technical manuals) and from instructions and information provided on the packaging of the Goods or in documents accompanying the Goods. When handling the Goods, the Buyer is obliged to act reasonably with regard to all information on the packaging of the Goods and in documents related to the Goods.
9.2. The information given in the documents accompanying the Goods and on the packaging of the Goods is based on the Seller's current knowledge and experience and is based on the assumption of correct use of the Goods under normal conditions and circumstances and in accordance with the Seller's recommendations.
9.3. The Seller expressly reserves the right to change the technical parameters of the Goods.
9.4. In direct connection with the sale of the Goods, the Seller may provide the Buyer with non-binding information concerning the Goods and their possible use in the form of non-binding recommendations. Unless otherwise agreed in writing, these recommendations are not binding in relation to the characteristics of the Goods and their possible use by the Buyer and do not create a contractual relationship between the Seller and the Buyer regarding the provision of such information.
10. RIGHTS FROM DEFECTIVE PERFORMANCE
10.1. The Parties' rights and obligations related to the Buyer's rights from defective performance liability, including the Seller's warranty liability, are governed by applicable generally binding legal regulations unless stipulated otherwise.
10.2. The Buyer shall inspect the Goods with due care as soon as possible after the transfer of the risk of damage to the Goods.
10.3. The Parties have agreed that, unless otherwise provided by generally binding legal regulations, the Seller is liable only for a culpable breach of his obligations. The indication of the expiry date on the packaging does not have the effect of the Seller assuming the guarantee of quality.
10.4. Liability for defects on the part of the Seller is excluded, in particular if the Goods have not been used in accordance with the instructions in the documents related to the Goods, the defects in the Goods were caused by force majeure or the faulty conduct of the Buyer or a third party.
10.5. If the Goods are defective, the Buyer's claims for liability for defects shall be satisfied in the following manner, in the following order: delivery of the missing Goods, delivery of replacement Goods for the defective Goods, reasonable discount on the purchase price, removal of defects in the Goods.
11. COMPLAINTS PROCEDURE
11.1. The Buyer's rights arising from the Seller's liability for defects in the Goods shall be asserted by the Buyer in writing at the Seller's registered office (hereinafter referred to as a "Complaint").
11.2. In the event that the Goods have been delivered in a different quantity, quality or design than specified in the Purchase Contract, the Complaint must be filed with the Seller immediately after receiving or collecting the Goods. If no immediate Complaint is made in accordance with the preceding sentence, the Goods shall be deemed to have been duly delivered. Together with the written Complaint, the Buyer is obliged to submit to the Seller the decisive facts regarding the defects in the claimed Goods and the relevant delivery notes.
11.3. The Buyer's complaint does not affect the Buyer's obligation to pay the price of the Goods or to fulfil other obligations to the Seller.
12. LIABILITY FOR DAMAGE CAUSED
12.1. The establishment of a claim for liability for damage on the Buyer’s part is governed by generally binding legal regulations unless stated otherwise.
12.2. A prerequisite for the establishment of a claim for damages is the immediate notification of the Seller of the occurrence of damage or the fact that damage may occur.
12.3. In the event of damage incurred by the Buyer in connection with the Seller’s liability for defects in the Goods, the Parties agree to limit the compensation for any such damage incurred by the Buyer unless the damage is caused by the Seller intentionally or through gross negligence, so that the total compensation for any damage incurred for this reason, including lost profits, is limited to the amount actually paid by the Buyer as the purchase price for the Goods under the Purchase Contract.
12.4. Taking into account all the circumstances related to the conclusion of the Purchase Contract, the Parties state that the aggregate foreseeable damage, including lost profits, which the Buyer may incur in connection with the Seller's liability for defects in the Goods may not exceed the amount actually paid by the Buyer as the purchase price for the Goods under the Purchase Contract.
13. FURTHER OFFERING OF THE GOODS BY THE BUYER
13.1. In connection with the sale of the Goods, the Seller also provides marketing support for the Buyer. As part of this marketing support, the Seller will provide the Buyer with, among other things, information about the Goods, including information on recommended selling (retail) prices for the Goods and information on appropriate marketing practices (examples) for the further offering and sale of the Goods by the Buyer.
13.2. The Seller may also provide the Buyer with promotional support related to the Goods, including photographs of the Goods, promotional texts and graphics related to the Goods, for use by the Buyer in the further offering and sale of the Goods. The Seller may use only those promotional materials (including textual materials) provided by the Seller or approved in advance by the Seller in textual form when offering or selling the Goods.
13.3. Among other things, for the purpose of checking the Buyer's compliance with the obligations under Article 13.2 of the Terms and Conditions, the Buyer is obliged to submit to the Seller all promotional or other materials used by the Buyer in connection with the further offering, distribution and sale of the Goods, always no later than fourteen (14) days after being requested to do so by the Seller.
13.4. The Buyer undertakes to comply with the marketing and advertising terms and conditions of CityZen, which will be made available to the Buyer electronically by the Seller, as part of the presentation of the Seller's Goods. These Terms and Conditions may be updated by the Seller at any time.
14. INTELLECTUAL PROPERTY
14.1. In connection with the Purchase Contract, the Buyer may be provided with promotional and other materials containing trademarks (hereinafter referred to as “Trademarks” or individually a "Trademark") or non-registered marks used by the Seller in the operation of its business (hereinafter referred to as "Non-registered Marks" or individually a "Non-registered Mark").
14.2. The Buyer is entitled to use these Trademarks or Non-registered Marks only in the graphic form in which they were provided by the Seller.
14.3. Unless expressly agreed otherwise, the Buyer may not use the Seller's Trademarks or Non-registered Marks to designate the Buyer’s own goods or those of third parties.
14.4. The Buyer agrees not to register any mark identical or confusing with a Trademark and/or Non-registered Mark, nor to use any unprotected mark identical or confusing with a Trademark and/or Non-registered Mark in the operation of its business for at least five (5) years from the execution of the Purchase Contract.
14.5. The Buyer undertakes to provide the Seller or third parties with all assistance and cooperation in defending its rights to Trademarks and/or Non-registered Marks. In particular, the Buyer undertakes to inform the Seller immediately of any infringement or threat to these rights by third parties of which the Buyer becomes aware.
15. OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES
15.1. The Seller is entitled to utilise the Buyer's trade name or name for marketing purposes as a so-called reference in all types of promotional materials (regardless of the form of these promotional materials or the form in which they are communicated).
15.2. The Buyer hereby agrees to the sending of information relating to the Goods, services or the business of the Seller to the Buyer’s E-mail Address and agrees to the sending of commercial communications by the Seller to the Buyer’s e-mail address.
15.3. The Buyer shall perform their duty to inform within the meaning of Article 13 of Regulation (EU) 2016/679 of the European Parliament and of the Council, 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 No. 95/46/EC (the General Data Protection Regulation) through a special document designated as information on personal data processing.
15.4. The Buyer shall not have the right to demand that the Seller renegotiate the Contract even in the event of a substantial change in the circumstances leading to the conclusion of the Contract.
16. FINAL PROVISIONS
16.1. If the relationship established by the Purchase Contract includes an international (foreign) element, the Parties agree that the relationship will be governed by Czech law, excluding the application of the UN Convention on Contracts for the International Sale of Goods.
16.2. The legal relationship established by the Purchase Contract is governed in particular by the Civil Code, with the following proviso for the purposes of the relations between the Seller and the Buyer:
16.2.1. the application of any established business practices within the meaning of Section 558(2) of the Civil Code is excluded;
16.2.2. the provisions of Sections 557, 1748, 1799, 1800 and 2119(1) of the Civil Code are excluded.
16.3. If any provision of the Terms and Conditions is invalid or ineffective or is not taken into account or becomes such, then such a provision shall be replaced by an arrangement the meaning of which corresponds as closely as possible to the replaced provision. The invalidity or ineffectiveness of a provision shall not affect the validity of other provisions.
Given in Chrudim, dated 20.4.2023