- as of 2/12/2024 -
Article 1: Definitions
1.1 The user of these general terms and conditions (hereinafter referred to as "GTC") is the company FABORY Czech s.r.o. The term "Fabory" and/or "us" and/or "we" used throughout these GTC refers to FABORY Czech s.r.o., with company registration number 253 57 425, located in Šlapanice, K Letišti 1825/1a, ZIP code 627 00, Czech Republic, registered in the commercial register of the Regional Court in Brno, file number: C 59267, and companies and business entities connected and/or cooperating with the above-mentioned company.
1.2 The term "Customer" used throughout these GTC refers to the counterparty of Fabory.
1.3 The term "Products" used throughout these GTC refers to the products that are the subject of performance under a contract concluded between Fabory and the Customer.
1.4 Unless explicitly stated otherwise, all offers of Products and services from Fabory are non-binding and valid for 30 days.
Article 2: General
2.1 We reserve the right to unilaterally change these GTC. We will inform the Customer of any changes. The changes will come into effect and become part of the contractual relationship with the Customer unless the Customer raises an objection in writing, via fax, or email within six weeks from the notification of the changes.
2.2 The depiction of Products in catalogs and on websites is for illustrative purposes only. Fabory reserves the right to correct printing errors in its catalogs or websites. Despite Fabory's efforts, there may be occasional pricing errors in the catalogs and websites. The placement of Products in catalogs and on the websites of Fabory does not constitute an offer to conclude a contract. A binding contract is formed once the Customer places an order and Fabory accepts it. Upon acceptance, an email confirming the order will be sent to the Customer. Fabory reserves the right to cancel any orders arising from incorrectly stated prices without compensation to the Customer and to withdraw from the contract if Fabory has already confirmed the order to the Customer.
2.3 Products may show slight deviations from those depicted in the catalog or on the website. Fabory may, at its discretion, substitute similar products. The delivery of such similar Products is not considered a defect.
2.4 We emphasize the privacy of our customers and users. For more information on how we process personal data, please refer to our privacy policy (www.fabory.cz).
Article 3: User Account
3.1 The Customer may register and create a personal user account on the Fabory website (www.fabory.cz) (hereinafter referred to as the "User Account"). Each Customer is entitled to use only one User Account. Fabory will activate the User Account after reviewing the registration and, at its discretion, after assessing the creditworthiness. However, Fabory is not obliged to accept the registration.
3.2 All information provided by the Customer must be truthful, accurate, and complete, and any changes must be reported to Fabory without undue delay.
3.3 The Customer is not entitled to transfer their User Account, and the rights and obligations derived from it without prior written consent from Fabory. The Customer acknowledges and agrees that the User Account cannot be shared with third parties.
3.4 If the User Account is used by a third party under Section 3.3 of these GTC, it is assumed that the respective user of the User Account has authorization from the Customer to carry out transactions on their behalf. Fabory will fulfill its obligations to the Customer by delivering Products to the respective user according to their instructions.
3.5 The Customer is obliged to maintain confidentiality about their access credentials and reasonably restrict access to their User Account. The Customer must protect their access credentials from loss, theft, and unauthorized use. The Customer must immediately notify Fabory in writing of any loss, theft, or unauthorized use of their access credentials. Until such notification is received, any use of the User Account will be considered as approved by the Customer, and any purchases made through the User Account will be binding on the Customer, i.e., made in their name and at their expense.
Article 4: Conclusion of Contract
4.1 A binding contract between the parties is concluded only after Fabory sends the Customer an order confirmation, or after Fabory performs according to the contract, or after Fabory notifies the Customer that the Products have been dispatched.
4.2 If our supplier fails to deliver a Product on time, Fabory is entitled to either not accept the Customer's order or withdraw from the contract concerning the undelivered Products without the Customer being entitled to any compensation.
4.3 The Customer acknowledges that the parties may agree on the supply of goods specifically purchased for the Customer’s needs and according to their specifications (products starting with "CM", "ZSPEC", or otherwise agreed as customer-specific). If such goods are stored by the supplier for regular use, the Customer is obligated to accept the full delivery of all stock no later than 12 months from the time the goods arrive at the supplier. If this 12-month period expires, or in case of termination of the contract or gradual withdrawal of customer-specific goods by the Customer, the Customer must accept the delivery of all remaining stock of the specific goods no later than 30 days after the respective event.
Article 5: Termination of Contract
5.1 If the Customer withdraws from the contract without legal grounds (either fully or partially), the Customer is obliged to compensate Fabory for all reasonable costs incurred in connection with the performance of the contract, without prejudice to Fabory's rights to claim damages, losses (including lost profits), and interest arising from the withdrawal from the contract.
5.2 Without prejudice to any other rights of Fabory, Fabory has the right to withdraw from the contract if the Customer is in default or in insolvency, payment suspension, or liquidation. In such cases, Fabory's claims against the Customer become immediately due.
Article 6: Prices
6.1 Unless explicitly stated otherwise, the prices in Fabory’s online store, catalogs, or other publications are wholesale prices and do not include shipping costs, handling fees, taxes, customs duties, import fees, and/or fees for customs brokerage services, and may be modified or changed without prior notice. Prices of Products containing commodities sensitive to market conditions are determined based on current market conditions.
6.2 The Customer is obliged to pay for applicable sales taxes, customs duties, import fees, and any customs brokerage fees.
6.3 Fabory is entitled to adjust the agreed price at any time after the conclusion of the contract if factors influencing the price change, whether or not they were foreseeable at the time of the offer and/or order confirmation, such as wages, prices, import duties, exchange rates, excise duties, contributions, taxes, and in principle, any government measures, taking into account the relevant applicable regulations.
6.4 Unless otherwise agreed, the Customer is obliged to return the same number of pallets to the carrier as they received at delivery. If the Customer fails to meet this obligation, the ownership of all unreturned pallets for the given month will pass to the Customer on the first calendar day of the second month following the month of delivery (e.g., pallets from January pass to the Customer on the first day of March). Fabory has the right to invoice the Customer for the price of these pallets transferred to the Customer’s ownership within 14 days of the transfer of ownership.
Article 7: Delivery
7.1 Unless explicitly agreed otherwise, deliveries will be made "Ex Works (EXW)" in accordance with Incoterms 2020 (as amended). The Products are considered delivered once they are made available to the Customer.
7.2 Partial deliveries of Products from the same order are permissible provided that the Products can be used independently. In cases where Products and/or services are delivered in parts, Fabory is entitled to invoice each part separately.
7.3 The risk of damage or loss of the sold Products passes to the Customer upon delivery of the Products to the Customer.
7.4 If delivery to the specified address is not possible, or if the Customer refuses to accept or take delivery, Fabory reserves the right to charge the Customer for all costs incurred as a result (including, but not limited to, handling, storage, packaging, and transportation costs).
Article 8: Delivery time
8.1 Delivery times stated in the online store, catalogs, or other publications are for guidance only and do not represent, nor can they be interpreted as statutory deadlines or fixed delivery times, unless otherwise stated in writing.
8.2 After the delivery time has passed, Fabory does not automatically fall into default. The Customer is required to send Fabory a written notice of default and provide a reasonable additional period for performance.
8.3 Fabory is not liable for any failure to meet its obligations caused in whole or in part by events of force majeure, including but not limited to strikes, wars, terrorist attacks (actual or threatened), government orders, state control, uprisings, epidemics, quarantines, shortages of goods, infrastructure or energy supply failures, fires, accidents, explosions, inability to secure or transport products, or obtain necessary permits and licenses, failure to secure supplies or raw materials, adverse weather conditions, disasters, or other circumstances or causes that Fabory cannot reasonably control in the course of its business activities.
8.4 In the event that the performance of this contract by our company is affected by force majeure or another unforeseen obstacle that cannot be overcome with reasonable commercial effort and was not caused by Fabory, the original delivery time shall be extended by the duration of such an obstacle, unless performance can no longer reasonably be expected from Fabory; in such a case, Fabory is entitled to terminate the contract without any compensation to the Customer.
Article 9: Payment
9.1 Invoices issued to the Customer are due in full within thirty (30) calendar days from the date of receipt of the invoice.
9.2 The Customer shall bear all reasonably incurred costs for extrajudicial enforcement of performance that Fabory incurs due to the Customer's delay in fulfilling its obligations. In the event of a payment delay, the extrajudicial settlement costs amount to 15% of the claimed amount, with a minimum of 125 EUR.
Article 10: Complaints
10.1 The Customer shall carefully inspect the Products immediately upon delivery. Delivered Products are considered approved by the Customer unless Fabory receives a notification of a defect: 1) in the case of an apparent defect, within four working days of delivery, or 2) in other cases, within three working days from the date the defect was discovered or should have been discovered. If the Customer does not notify Fabory of the defect within the specified period, the Customer can no longer assert any rights related to defective performance. Negligible, commercially acceptable, or technically unavoidable deviations in quality, quantity, size, color, surface finish, dimensions, processing, etc., are accepted by the Customer and do not constitute defects.
10.2 If the Customer notifies Fabory of a defect in accordance with Article 10.1, the Customer is still obligated to purchase the Product and pay the purchase price for the Product.
Article 11: Warranty
11.1 Fabory warrants that the delivered Products 1) comply with the contract and 2) comply with the applicable laws and regulations of the Czech Republic at the time of delivery.
11.2 The Customer may assert a claim under this warranty only within 12 months from the delivery of the Products. If the manufacturer's warranty – third party is applicable, the manufacturer's warranty will apply.11.3 If the Products do not comply with the warranty under Article 11.1, the Customer must inform Fabory in writing about the defect within the time limits specified in Article 10.1. In this complaint, the Customer will inform Fabory of the following details: 1) information about the Products subject to the complaint, 2) the date of order and delivery of the Products, and 3) an explanation of the defect discovered by the Customer.
11.4 If the Customer fails to notify Fabory of the defect and/or fail to make a complaint within the specified time, the Customer will no longer be entitled to assert any claims under the warranty.
11.5 If the Customer submits a timely complaint, the complaint will be assessed by Fabory at its discretion. Upon the first request, Fabory will make the Products available to Fabory for inspection. The Customer shall send the Products to Fabory after Fabory issues written approval. The Customer shall use the address specified in Article 1.1 of these General Terms and Conditions and send the Products in their original packaging. The Customer bears the risk and cost of shipping the Products.
11.6 If the complaint is deemed justified by Fabory, Fabory will, at its discretion, either repair the Products or replace the Products within a reasonable period.
11.7 The complaint will always be unsuccessful if 1) the defect is caused by gross or negligent use, 2) the Product has been altered or modified, or 3) Fabory used a specific raw material, packaging material, etc., at the Customer's request, and these caused or contributed to the defect.
11.8 In accordance with the provisions of this Article, all claims and defenses of the Customer arising from or related to defective Products expire 12 months after the delivery of the Products.
Article 12: Retention of Title
12.1 1Fabory reserves the title to all Products it delivers until the full invoiced amount (including applicable taxes and shipping costs) for these Products is fully paid. Until the ownership rights pass to the Customer, the Customer agrees to: a) handle the Products with due care, b) store them separately in a way that allows them to be clearly identified as the property of Fabory, and c) not encumber such Products with third-party rights.
12.2 The Customer is obligated to promptly inform Fabory of any claims or attempts by third parties to acquire the Products that Fabory still owns.
12.3 Fabory is entitled, in exceptional cases, to enter the Customer's premises, after prior written notice, where Fabory's property is located, for the purpose of protecting and enforcing its ownership rights.
12.4 The Customer shall exercise reasonable care to keep Fabory's Products separated from other products in order to meet quality control and traceability requirements within the production chain. If there is any increase, mixing, or transformation of the Products delivered by Fabory, while Fabory’s claim has not yet been fully satisfied, Fabory – with regard to the value of the mixed Products, corresponding to the invoiced amount – will be considered the owner of these Products.
Article 13: Liability
13.1 If Fabory is liable for damage, Fabory's liability is limited to the invoiced amount.
13.2 Liability for damage is limited to direct damages consisting of: 1) reasonable costs for identifying the cause and extent of the damage, only if the identification of the damage is relevant under these Terms and Conditions, 2) possible reasonable costs related to the correction of defective performance by Fabory, 3) reasonable costs incurred to prevent or limit the extent of the damage, but only if the Customer can demonstrate that they have suffered or could suffer damage, and that the costs incurred for prevention or limitation of the damage helped mitigate the damage.
13.3 Fabory is not liable for indirect damages – such as, but not limited to – consequential damages arising from any cause, loss of profit, loss of savings, third-party damages, and damages caused by business interruptions.
13.4 The limitation of liability does not apply to claims for compensation for damages caused by death, bodily injury, or health issues resulting from intentional misconduct or gross negligence/neglect of duties by Fabory, our legal representatives, or persons involved in the fulfillment of our obligations.
13.5 In any case, Fabory's liability is limited to the amount provided by Fabory’s insurance company.
Article 14: Intellectual Property
14.1 The Customer has no rights, claims, or other relations to the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs, or any other intellectual property rights of Fabory, nor to the trademarks or registered service marks of Fabory’s suppliers.
14.2 All materials on our website are subject to the ownership rights of Fabory, its suppliers, and its licensors. The Customer is not permitted to make copies of or use the intellectual property of Fabory, its suppliers, or licensors without Fabory’s consent.
14.3 Any new intellectual property rights arising from the contract shall belong to Fabory.
Article 15: Confidentiality
15.1 The parties shall keep all confidential information obtained under the contract or from other sources secret. Information is considered confidential if the other party has designated it as such or if its confidential nature is evident from its nature.
15.2 The obligation to maintain confidentiality does not apply to information and data: 1) that is publicly available without either party breaching this article, 2) that is disclosed as a result of a legal obligation or a final court decision, and 3) that the disclosing party has explicitly designated in writing as not subject to confidentiality restrictions.
15.3 Unless otherwise agreed in writing, the Customer is prohibited from referencing the Products or the contract in publications or advertisements on websites or brochures.
Article 16: Anti-Corruption Measures
16.1 The Customer acknowledges that Fabory's business practices prohibit bribery and corrupt conduct in any form. The Customer agrees that it is an independent contracting party and complies, and will continue to comply, with all applicable laws relating to bribery, money laundering, and terrorism in the business or public sectors (including, but not limited to, national anti-corruption laws, the Canadian Corruption of Foreign Public Officials Act, the U.S. Foreign Corrupt Practices Act, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and the UK Bribery Act).
16.2 The Customer shall not directly or indirectly offer or provide anything of value (gifts, loans, travel, entertainment, or similar benefits) to any individual for the purpose of influencing any act or decision. This means the Customer may not offer any individual a reward, bribe, or incentive, even if such a practice appears customary or aligned with prevailing business norms. Prohibited payments include, but are not limited to: payments to a purchasing agent to influence their decision to purchase Products from Fabory; payments to individuals to expedite customs clearance of imported goods or minimize duties; any payments to individuals to reduce taxes or expedite tax matters; reimbursement of travel expenses; contributions to an election campaign for a candidate for public office; or any other gifts (other than those of negligible value) to individuals managing Fabory’s business operations, or to persons who are current or potential customers or suppliers.
Article 17: Export Controls and Related Regulations
17.1 The Customer is obligated to comply with all applicable laws, regulations, treaties, and agreements regarding the export, re-export, and import of any Product(s). The Product(s) may not be exported, re-exported, transferred, or re-transferred to (i) any embargoed or restricted country or region (including those under embargo or sanctions imposed by the United States, the United Nations, the European Union, or FABORY Czech s.r.o. ("destination")) or (ii) any person or entity listed on a "Prohibited/Restricted List." The Customer represents and warrants that it is not located in, controlled by, a citizen or resident of, or listed on any such prohibited/restricted location or list. The Customer must fully cooperate with Fabory in any official or unofficial audit or inspection concerning applicable export and import laws and regulations and must indemnify and hold Fabory harmless against any violations of this article by the Customer, its employees, advisors, agents, or customers.
Article 18: Governing Law and Jurisdiction
18.1 Any agreements concluded between Fabory and the Customer, as well as all legal relationships between Fabory and the Customer, shall be governed by the laws of the Czech Republic, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
18.2 The court with territorial jurisdiction for the Brno-venkov district shall have exclusive jurisdiction to decide all disputes arising from or in connection with the relevant contract and all legal relations established between Fabory and the Customer.
Article 19: Final provisions
19.1 The Customer shall not assign this contract, the order, or any related claim without the prior written consent of Fabory. Any actual assignment or attempt to assign without the prior written consent of Fabory entitles the company to cancel this order. Fabory has the right to assign its rights and obligations arising from this contract to a third party through an assignment of the contract, and the Customer hereby agrees to such assignment and undertakes to provide full cooperation with such assignment.
19.2 The text of these General Terms and Conditions is available in both Czech and English. In the event of any discrepancy between the language versions, the Czech version of the General Terms and Conditions shall prevail.