Termini e condizioni commerciali per i venditori sono disponibili solo in inglese:
TERMS AND CONDITIONS FOR SELLERS
Fine Promo s.r.o.
with its registered office at Na Šťáhlavce 1105/16, 160 00, Prague 6
Id. No.: 273 84 829
registered in the Commercial Register kept by the Municipal Court in Prague, Section C, File
for purchase contracts on sale of goods
1.1. In accordance with Section 1751 (1) of Act No. 89/2012 Coll., the Civil Code (hereinafter
the “Civil Code”), these Terms and Conditions (hereinafter the “T&C”) of Fine Promo
s.r.o., a company with its registered office at Na Šťáhlavce 1105/16, 160 00 Prague 6, Id.
No.: 273 84 829, registered in the Commercial Register kept by the Municipal Court in
Prague, Section C, File 115485 (hereinafter the “Seller”), provide for the mutual rights
and obligations of the Parties established in relation to, or under, a purchase contract
(hereinafter the “Purchase Contract”) entered into by the Seller and another natural or
legal person (hereinafter the “Buyer”) with regard to their business activities.
1.2. Provisions deviating from the T&C may be agreed in the Purchase Contract. Any deviating
provisions contained in the Purchase Contract shall prevail over the provisions of the
1.3. The provisions of the T&C form an integral part of each Purchase Contract.
2. SELLER’S PRICE LIST
2.1. The seller’s price list includes the basic specification of the goods and their prices. The
Seller may modify it. The current price list always replaces any previous information on
the goods and their prices (previous price lists).
2.2. The prices of the goods are indicated by the Seller in Czech crowns excluding the value
added tax or other similar taxes (hereinafter the “VAT”). Unless expressly stipulated
otherwise, the purchase price of the goods means their price excluding VAT.
2.3. The prices of goods are indicated by the Seller without the costs of their delivery. The
transport costs are borne by the Buyer.
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3. COOPERATION OF THE PARTIES
3.1. The Parties agree that for the purpose of development of sale of the Seller’s goods, and
for the purpose of promotion of the Seller’s goods, the Parties shall always provide one
another with due co-operation.
3.2. Unless stipulated otherwise, any and all costs related to the promotion of the Seller’s
goods are borne by the Buyer.
3.3. The Buyer is entitled to further offer, distribute and sell the purchased goods only in
compliance with the generally binding legal regulations and good morals of competition.
In particular, the Buyer may not engage in unfair competition vis-à-vis the Seller and the
Seller’s other business partners and in price dumping.
3.4. The Buyer is obliged to improve the goodwill of the brands of the goods and the Seller’s
goodwill when further offering, distributing and selling the goods. The Buyer agrees to
exert maximum effort not to harm the goodwill of the Seller and/or of the brands of the
goods or allow for such harm when further offering, distributing and selling the goods.
4. EXECUTION OF PURCHASE CONTRACTS
4.1. The individual Purchase Contracts shall be executed based on a proposal to execute a
Purchase Contract (a purchase order) made by the Buyer (hereinafter the “Purchase
Order”). The Purchase Order must contain, in particular, the designation of the specific
goods, their amount to be provided for in the Purchase Contract and the required date(s)
and place(s) of delivery of the goods.
4.2. The individual Purchase Contracts between the Seller and the Buyer shall be executed
upon delivery of the Seller’s acceptance of the Purchase Order to the Buyer. The Seller
may also accept the Purchase Order by dispatching the goods to the Buyer.
4.3. The Buyer acknowledges that the Seller is not obliged to execute the Purchase Contract.
The Seller is not obliged to execute the Purchase Contract, if, in particular, the Buyer has
not yet paid the full purchase price of the goods based on a previously executed
Purchase Contract, regardless whether the purchase price of the goods has already
become due hereunder.
5. CONTENTS OF THE PURCHASE CONTRACT
5.1. Under the Purchase Contract, the Seller agrees to deliver the goods to the Buyer and to
transfer the ownership title to such goods to the Buyer, and the Buyer agrees to take
over the goods from the Seller and to pay the purchase price for the goods to the Seller.
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5.2. Other rights and obligations of the Parties arising out of the Purchase Contract are
stipulated in Article 6 to Article 13 and in Article 15 of the T&C.
6. PRICE OF THE GOODS, TRANSPORT COSTS AND PAYMENT TERMS
6.1. Unless expressly stipulated otherwise, the purchase price under the Purchase Contract
means the price of the goods indicated in the price list as of the execution of the
Purchase Contract. This provision shall in no way limit the Seller’s option to enter into a
Purchase Contract under price terms agreed individually.
6.2. The Seller is a VAT payer. The VAT will be therefore added to the purchase price in cases
when this is required by generally binding legal regulations in compliance with these
6.3. The price of the goods shall be paid by cashless transfer to the Seller’s account indicated
in the pro forma invoice or the invoice (hereinafter the “Seller’s Account”) based on the
pro forma invoice or the invoice issued by the Seller with the due date of the purchase
price indicated in the pro forma invoice or the invoice. If the goods are to be taken over
in the Seller’s warehouse and no cashless transfer in order to pay for the goods has been
made, the Buyer shall pay the purchase price for the goods in cash. This provision shall in
no way prejudice Article 6.4 hereof.
6.4. The Buyer shall pay the purchase price for the goods by cashless transfer to the Seller’s
account based on the tax receipt – invoice or pro forma invoice and, unless stipulated
otherwise in the Purchase Contract, the purchase price becomes due 14 days after the
execution of the Purchase Contract.
6.5. The Seller shall issue the tax receipt (invoice) to the Buyer after the full price of the goods
is paid and send it to the Buyer in electronic form to the Buyer’s e-mail address.
6.6. Should the Buyer fail to take over the goods in the Seller’s warehouse, the Buyer is
obliged to pay, together with the purchase price, also the costs of delivery of the goods
to the Seller. Unless expressly stipulated otherwise, the provisions providing for the
payment method and the due date of the purchase price for the goods as well as for the
payment method and due date of costs of delivery of the goods shall apply.
6.7. With each cashless payment, the Buyer is obliged to pay the purchase price for the goods
indicating the variable symbol of the payment. With each cashless payment, the Buyer’s
obligation to pay the purchase price for the goods is deemed performed as soon as the
Seller’s account is credited with the relevant amount.
6.8. If the Buyer is in delay with payment of any amount or any part thereof, the Seller
becomes entitled to charge default interest in the amount of 0.03% of the outstanding
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amount for each day of delay. If the Buyer is in delay with payment of the purchase price
for 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 the
Seller’s obligations towards the Buyer until the Buyer settles all its obligations.
7. DELIVERY AND TRANSPORT OF GOODS
7.1. If the Seller is not obliged to deliver the goods to a particular place under the Purchase
Contract, the goods shall be deemed delivered upon their handover to the first carrier for
their transport to the Buyer. The goods shall be handed over to the first carrier only after
the full price for the goods has been paid.
7.2. Risks associated with dispatch and delivery of the goods are borne by the Buyer. The
method of delivery of the goods is determined by the Seller, unless the method of
delivery is expressly stipulated in the Purchase Contract. Where the manner of transport
is agreed based on a special requirement by the Buyer, the latter shall bear the risk and
any additional costs related to such manner of transport.
7.3. If, under the purchase contract, the Seller must deliver the goods to the place indicated
by the Buyer, the latter must take over the goods upon delivery. Should the Buyer fail to
take over the goods upon delivery, the Seller is entitled to claim compensation for the
costs incurred and also to withdraw from the Purchase Contract.
7.4. If the goods have to be delivered repeatedly or in a manner other than set out in the
Purchase Contract for reasons attributable to the Buyer, the Buyer is obliged to pay the
costs related to the repeated delivery of the goods or the costs related to the different
manner of delivery, as appropriate.
7.5. Upon takeover of the goods from the carrier, the Buyer must check the number (amount)
of the goods and that the packaging of the goods is intact and notify the carrier and the
Seller of any shortcomings without delay. The Buyer is obliged to confirm the takeover of
the goods on a bill of delivery (by signature, stamp) or in any other manner in accordance
with the Seller’s or the carrier’s requests, as applicable. Upon confirmation of the bill of
delivery, the Buyer confirms that the delivery of goods complied with all terms and
requisites and no later claim with regard to any damage to the packaging shall be taken
7.6. The Seller is also entitled to partial performance of the Purchase Contract.
7.7. If objective obstacles preventing delivery of the goods occur, the Seller is obliged to
deliver the goods within the date set out in the Purchase Contract or within a reasonable
date taking into account the nature of the goods and the place of their delivery. The
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Seller may deliver the goods sooner. If the Seller delivers the goods prior to the set date,
the Buyer is not entitled to refuse such delivery. Objective obstacles preventing the
delivery of goods mean all circumstances preventing the delivery not caused by the
Seller, in particular, failures in operation, complications with transport of the goods from
the producer, strikes and lock-outs.
8. PASSAGE OF THE RISK OF DAMAGE TO THE GOODS, TRANSFER OF THE OWNERSHIP TITLE
8.1. If the Seller is obliged to hand over the goods to the carrier, the risk of damage to the
goods passes to the Buyer upon their handover to the first carrier.
8.2. If the goods are to be taken over in the Buyer’s warehouse, the risk of damage to the
goods passes to the Buyer upon the Buyer’s takeover of the goods from the Seller.
8.3. Damage to the goods that occurs after the passage of the risk of damage to the goods
shall in no way prejudice the Buyer’s obligation to pay the purchase price or the Seller’s
obligation to deliver the goods properly and in due time.
8.4. If the Seller is obliged to hand over the goods to the carrier, the ownership title to the
goods is transferred to the Buyer upon their handover to the first carrier. If the goods are
to be taken over in the Buyer’s warehouse, the ownership title to the goods is
transferred to the Buyer upon the Buyer’s takeover of the goods from the Seller.
9. CHARACTERISTICS OF THE GOODS, ACCOMPANYING DOCUMENTS FOR THE GOODS AND
DISPOSAL OF THE GOODS
9.1. In terms of disposal of the goods, the Buyer is obliged to adopt all measures ensuing
from the generally binding legal regulations, accompanying documents for the goods
provided to the Buyer by the Seller and the instructions and information indicated on the
packages of the goods; the Buyer is, in particular, obliged to follow the instructions on
the manner of storage of the goods. When disposing of the goods, the Buyer is obliged to
act reasonably with regard to all information indicated on the packages of the goods and
in the accompanying documents for the goods.
9.2. Information indicated on the packages of the goods is based on the Seller’s current
knowledge and experience, assuming that the goods are properly stored and used under
normal circumstances and in compliance with the Seller’s recommendations.
10. RIGHTS ARISING FROM DEFECTIVE PERFORMANCE
10.1. The rights and obligations of the Parties in terms of the Seller’s liability for defects,
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including the Seller’s guarantee liability, are governed by the applicable generally binding
legal regulations, unless stipulated otherwise.
10.2. The Seller shall provide to the Buyer a guarantee for the goods for the period of two (2)
years of the sale of the goods to the end user in the HOME category. The guarantee
applies to the metal frame and plastic body (plastic cover of the frame), and does not
apply to defects caused by incorrect use of the goods by the end user. In case of parts
subject to faster wear (e.g. wheels, the spring, saddle or plush surface, including the tail
and the mane), the guarantee does not apply to normal wear of such parts during use.
10.3. The Seller shall provide to the Buyer a guarantee for the goods for the period of one (1)
year of the sale of the goods to the end user in the PROFI category. The guarantee
applies to the metal frame and plastic body (plastic cover of the frame), and does not
apply to defects caused by incorrect use by the end user. In case of parts subject to faster
wear (e.g. wheels, the spring, saddle or plush surface, including the tail and the mane),
the guarantee does not apply to normal wear of such parts during use.
10.4. The Buyer is obliged not to offer goods in the HOME category to users who are going to
use the goods for commercial purposes (e.g. operate the goods in amusement parks or
operate rentals of the goods), or in kindergartens and playgrounds. Goods in the PROFI
category are intended for this kind of use. The guarantee does not apply to goods in the
HOME category used in the manner specified above.
10.5. The Buyer is obliged to inspect the goods with proper care as soon as possible after
passage of the risk of damage to the goods and verify the properties and quantity of the
10.6. Existence of the Seller’s liability for defects is excluded in particular if the goods were
stored at variance with the instructions specified on their packaging, if the defects of the
goods were caused by force majeure or by erroneous conduct by the Buyer or a third
10.7. If there are any defects on the goods, the Buyer’s rights from liability for defects,
whether consisting in material or immaterial breach of the Purchase Contract, satisfied at
the Seller’s discretion either by supply of the missing goods or removing other defects of
the goods or by supply of substitute goods for the defective goods or by a reasonable
discount from the purchase price.
10.8. The Buyer’s rights following from the Seller’s liability for defects of the goods and the
rights following from the guarantee shall be enforced by the Buyer by e-mail sent at the
Seller’s address firstname.lastname@example.org (hereinafter the “Claim”). The Seller agrees to enforce
the Claim without undue delay after ascertaining the defect. If the goods were delivered
in an amount, quality or version other than as specified in the Purchase Contract, the
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Claim must be enforced with the Seller immediately after receiving or collecting the
goods. If a Claim is not enforced immediately pursuant to the preceding sentence, the
goods shall be deemed properly delivered. Together with a written Claim, the Buyer is
obliged to present to the Seller decisive facts with respect to the defects of the claimed
goods (in particular unambiguous specification of the defective goods, description of the
defect or the manner of its manifestation and a sales receipt documenting sale to the
end user in case the Claim is raised by the end user).
10.9. Enforcement of a Claim by the Buyer shall not prejudice the Buyer’s obligation to pay the
purchase price or perform other obligations vis-à-vis the Seller.
10.10. The Buyer is entitled to reimbursement of necessary costs incurred by the Buyer
directly in connection with the exercise of the claim only if the Claim is recognised by the
Seller to be justified.
10.11. The Seller agrees to decide on recognition of Claims to be justified with due care. A
decision on a Claim must be made in writing and delivered to the Buyer’s electronic
address within 14 days of the enforcement of the Claim, and must contain justification of
the decision. Unjustified Claims shall be rejected by the Seller.
10.12. The Buyer’s rights under liability for damage shall be governed by the law.
11. INTELLECTUAL PROPERTY
11.1. In connection with the co-operation between the Parties, promotional and other
materials pertaining to the goods and/or the Seller’s enterprise containing trademarks of
the Seller and third parties (hereinafter the “Trade Marks” or, individually, the “Trade
Mark”) or promotional and/or other materials containing unregistered marks used by the
Seller or third parties (hereinafter the “Unregistered Marks”, or, individually, the
“Unregistered Mark”) may be provided to the Buyer.
11.2. In connection with the co-operation between the Parties, the Buyer may receive also
graphic and other underlying documents containing Trade Marks or Unregistered Marks
for the purpose of creating of promotional materials. The Buyer may use the Trade Marks
and/or Unregistered Marks exclusively for the purpose of creating such promotional
materials, and, if applicable, only in the graphic form in which they were provided to the
Buyer by the Seller. The Buyer is obliged to provide to the Seller all the promotional or
other materials used by the Buyer in connection with further offering, distribution and
sale of the goods, inter alia for the purpose of checking the Buyer’s compliance with the
obligations stipulated in the preceding sentence; the Buyer shall do so in each case
within fourteen (14) days of the Seller’s request.
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11.3. The Buyer may not mark the Buyer’s own products or third-party products with the Trade
Marks or Unregistered Marks.
11.4. The Buyer agrees not to register in any state any mark identical or similar to a Trade
Mark and/or Unregistered Mark, and not to use in the operation of the Buyer’s
enterprise any Unregistered Mark identical or confusable with a Trade Mark and/or
Unregistered Mark; the Buyer agrees to refrain from the above for the term of the first
Purchase Contract, and for the period of ten (10) years of expiry of the last Purchase
Contract entered by and between the Seller and the Buyer.
11.5. The Buyer agrees to provide to the Seller any and all assistance and co-operation in
defending the Seller’s rights to the Trade Marks and/or Unregistered Marks. In particular,
the Buyer agrees to inform the Seller without delay of any breach of, or danger to, such
rights caused by third parties, of which the Buyer becomes aware.
11.6. The Seller may provide to the Buyer photographs or films intended for the promotion of
the goods. In such a case, the Seller shall provide to the Buyer also a licence for the use
of the photographs or films for this purpose, in particular for promotion of the goods on
the internet and in printed catalogues.
12. PROTECTION OF INFORMATION, BAN ON SOLICITING
12.1. Unless the Parties expressly agree otherwise in writing, any information concerning the
contents of the Purchase Contract shall be deemed confidential. Confidential information
further includes, without limitation, the Seller’s business or marketing plans, contact
details of the Seller’s suppliers, and also any and all information and materials designated
by the Seller as confidential for the term of the framework contract. Any and all
information specified in this Art. 12.1 hereof shall be hereinafter jointly referred to as
“Confidential Information” regardless of the manner of its obtaining, recording or
12.2. Both the Buyer and the Seller agree to maintain confidentiality of Confidential
Information. Without the Seller’s written consent, the Buyer may not use the
Confidential Information for the Buyer’s own use or for the use of third parties.
Furthermore, the Buyer agrees not to contact the Seller’s suppliers, in particular not to
establish business co-operation with any of them, which could be at variance with the
Seller’s interests. Both the Buyer and the Seller agrees to ensure the performance of the
obligations under this Article also by the Seller’s and the Buyer’s employees, agents,
governing bodies, members of governing bodies, members of the Board of Directors,
shareholders or other persons who have access to the Confidential Information.
12.3. Information that becomes publicly available through no fault of the receiving Party shall
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not be considered confidential information in terms of this Article.
12.1. The effect of this Article (i.e. the entire Art. 12 of the T&C) shall expire five (5) years after
the expiry of the last Purchase Contract entered into by and between the Seller and the
Buyer at the earliest.
13. FURTHER RIGHTS AND OBLIGATIONS OF THE PARTIES
13.1. The Seller may use the name or business name of the Buyer as “references” for
13.2. The Buyer agrees that information related to the Seller’s goods, services or business may
be sent to the Buyer’s e-mail address; the Buyer further agrees that the Seller may send
commercial communications to the Buyer’s e-mail address.
13.3. The Buyer assumes the risk of a change in the circumstances.
14. RESOLUTION OF DISPUTES
14.1. The Seller and the Buyer agree that any and all disputes arising out of the Purchase
Contracts or in connection therewith, including the issue of their validity, interpretation,
exercise or termination of the rights arising from such legal relationships or associated
therewith shall be finally resolved by the arbitral tribunal of the Arbitration Court
attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech
Republic (hereinafter the “Arbitration Court”) in accordance with the Arbitration Rules of
the above-specified court; the arbitral tribunal shall consist of three (3) arbitrators. The
arbitration shall be held in Prague. Each Party shall appoint one (1) arbitrator from the
list of arbitrators kept by the secretary of the above-specified Arbitration Court. The two
(2) thus-appointed arbitrators shall select a presiding arbitrator from the list of
arbitrators. Should the Parties fail to appoint an arbitrator within thirty (30) days of the
date when the Arbitration Court requests that the Parties do so, or if the appointed
arbitrators fail to elect the presiding arbitrator within fourteen (14) days of their
appointment, the arbitrators or the presiding arbitrator shall be appointed by the
President of the Arbitration Court.
15. FINAL PROVISIONS
15.1. If a relationship established by a framework contract or a Purchase Contract contains a
cross-border (international) element, the Parties agree that the relationship shall be
governed by the Czech laws, and the provisions of the United Nations Convention on
Contracts for the International Sale of Goods and customs of trade shall not apply.
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15.2. With respect to the relationships between the Seller and the Buyer, the use of customs
of trade in the sense of Section 558 (2) of the Civil Code, as well as application of Sections
1748, 1799 and 1800 of the Civil Code shall be excluded.
15.3. Without the Seller’s prior written consent, the Buyer may not assign any of the Seller’s
receivables from a Purchase Contract to a third party.
15.4. The Parties agree that the Seller may unilaterally amend the T&C and price list to a
reasonable extent. The Buyer shall be always informed of a change in the T&C by e-mail.
15.5. If any provision hereof is or becomes invalid or ineffective, such invalid provision shall be
replaced by a provision that is as close as possible, in its meaning, to the invalid
provision. Invalidity or ineffectiveness of any provision shall in no way prejudice the
validity of other provisions. Any changes or supplements to the T&C shall be made in
In Prague, on 20 March 2018
Fine Promo s.r.o