These Terms and Conditions apply to the production and delivery of Lynax s.r.o. devices. ID No.: 290 54 966
The Terms and Conditions define and specify the rights and obligations of the Supplier, i.e. Lynax s.r.o., with its registered office at Půlkruhová 158/1, 160 00 Prague 6, entered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 163291, and the Customer.
Divergent provisions of the purchase agreement (a binding order of the buyer confirmed by the seller) take precedence over the provisions of these Terms and Conditions. All contractual relationships are established in accordance with the laws of the Czech Republic.
1.1 “Purchase agreement” means an agreement, contract for work, or other contract, or a mere order where one of the parties is the Customer and the other party is the Supplier.
1.2 “Supplier (seller)” is Lynax s.r.o., which concludes and performs the agreement as part of its business activities.
1.3 “Customer” means the buyer.
1.4 “Terms and Conditions” mean the following terms and conditions for the delivery of goods (products).
2) Basis for Purchase
2.1 A binding order of goods placed by the Customer constitutes a proposal to conclude a purchase agreement, and the purchase agreement per se is concluded no sooner than upon the delivery of the Supplier’s binding consent to this proposal (upon delivery of confirmation of the binding order to the Customer).
2.2 By concluding the purchase agreement, the Customer confirms that the Customer has become acquainted with these Terms and Conditions and agrees with them.
2.3 The purchase agreement may be replaced with an order meeting all the requirements and pre-determined and agreed terms and conditions. These Terms and Conditions are binding for the Supplier, as well as for the Customer.
2.4 These Terms and Conditions are valid for the entire term of the agreement or order.
2.5 Any of the provisions of the agreement or order may only be amended or supplemented by means of a written agreement signed by an authorised employee of the Supplier and the Customer.
3.1 The confirmed order or agreement will always specify the purchase price of the relevant goods. The purchase price thus determined will be increased by statutory VAT according to applicable legal regulations in the amount valid as of the date of the taxable supply.
3.2 Prices indicated in the order or agreement may be adjusted until the delivery is made for the following reasons:
a) changes in factors beyond the Company’s control, including amendments to legal regulations;
b) changes in the delivery date, quantity, or specifications requested by the Customer; or
c) delay caused by the Customer by not providing the Supplier with appropriate instructions and information.
3.3 Prices for the delivery of goods do not include packaging costs unless the offer, order, or agreement provides otherwise.
3.4 Prices for the delivery of goods are set as Ex Works in accordance with Incoterms 2010 unless the offer, order, or agreement provides otherwise.
4.1 The delivery will be carried out by a shipping company or in person to the place specified in the order or agreement.
4.2 If the delivery is delayed for reasons not attributable to the Supplier, the agreed execution dates will be extended by the duration of such a delay.
4.3 If the goods are to be delivered in parts, i.e. in partial deliveries, each delivery constitutes a separate order. The Supplier’s failure to carry out delivery or partial delivery, or another claim of the Customer regarding one or several parts of the delivery, does not entitle the Customer to withhold payment for a delivery already made or to consider the agreement to be terminated as a whole due to non-delivery.
4.4 If the Customer does not accept delivery of goods or does not provide delivery instructions within 14 days after receiving the Supplier’s notification that a delivery is ready to be dispatched, the Supplier is entitled (but without prejudice to another possible claim or remedy of the Supplier) to:
a) consider the payment due;
b) store the goods in any premises until their actual delivery, entirely at the expense and risk of the Customer.
5) Terms of Payment
5.1 Unless otherwise provided below, the Buyer is obliged to pay the purchase price no later than upon acceptance of the Goods. If the purchase price is not paid before or upon acceptance, the Seller is not obliged to deliver the Goods, and such non-delivery does not constitute a violation of the Agreement; at the same time, the time limit for the delivery of the Goods will commence on the day following the date on which the above-defined obstacle ceases to exist and will be extended by three business day beyond the time limit for the delivery of the Goods specified in the Agreement. All fees associated with the payment of the purchase price of the Goods will always be borne by the Party that is obliged to pay the fees in the first place, i.e. the Buyer is not entitled to pay the purchase price with the understanding that the fees associated with the payment will be borne by the Seller. If the Buyer does so, the purchase price is deemed not to be properly paid.
5.2 If it is agreed in the Agreement that payments will be made based on invoices, the Buyer is obliged to pay the purchase price no later than on the due date of the invoice by which the Seller charges the delivery of the Goods to the Buyer. The invoice will be payable within 14 days of the issue date of the tax document (invoice) unless a different due date is agreed. The right of invoicing arises on the date of conclusion of the Agreement in case of payment by advance invoice, or on the date of delivery of the Goods to the Buyer or on the date of handing the Goods over to the carrier in case of payment by invoice. The Buyer is not entitled to return the invoice due to defects in its content or form but is obliged to notify the Seller without undue delay of the need to correct the invoice, and the Seller will correct it; otherwise, it is deemed that the invoice has no defects.
5.3 The purchase price is deemed to be paid on the day on which the amount is credited to the Seller's account or deposited in cash in the Seller's cash register. Maturity extension is only possible by agreement. The agreement must always be made in writing, otherwise it is invalid.
5.4 The Seller has the right to require a reasonable advance on the purchase price of the Goods (hereinafter the "Advance") up to 100% of the purchase price of the Goods according to the Agreement. The Seller is not obliged to deliver the Goods to the Buyer until the Buyer pays the Advance, where the time limit for the delivery of the Goods will commence on the day following the date on which the Buyer pays the Advance. If the Advance is not paid within the time limit, the Seller is also entitled to withdraw from the Agreement. When ordering goods and services in an amount exceeding CZK 500,000 excl. VAT, the Customer undertakes to pay the Supplier an advance of 50% of the selling price. The Supplier is obliged to start the production of the goods immediately after receiving the advance. The delivery time begins to run on the advance payment date unless the Agreement provides otherwise.
5.5 If the Buyer defaults on the payment of the purchase price, the Buyer is obliged to pay the Seller a contractual penalty of 0.05% of the outstanding amount for each day of default. The Parties declare that the contractual penalty is not unreasonably high given the subject of the Agreement and the risks that the Seller may face as a result of insolvency due to non-paying customers. The contractual penalty is without prejudice to the Seller's right to damages. If the Seller intentionally or negligently defaults on the delivery of the Goods, the Seller is obliged to pay a contractual penalty of 0.05% of the price of the non-delivered Goods for each day of default.
5.6 If the Buyer defaults on the payment of the purchase price, the Seller is entitled to suspend all deliveries of the Goods during the Buyer's default, even under other purchase agreements concluded between the Seller and the Buyer, without this constituting a violation of any of the Seller's obligations arising from the concluded purchase contracts. During the suspension of deliveries, delivery times do not run, provided that they will continue to run after the above-mentioned obstacle ceases to exist and will be extended by three business days beyond the time limit for delivering the Goods provided in the Agreement.
5.7 If the Buyer defaults on the payment of the purchase price and it follows from the Buyer's actions or other facts that the Buyer is not able or willing to pay the Buyer's liabilities, all outstanding liabilities of the Buyer to the Seller will become due and payable.
5.8 If the Buyer defaults on the payment of the purchase price of the Goods under any purchase agreement concluded between the Seller and the Buyer or a contractual penalty under any purchase agreement concluded between the Seller or the Buyer or under the Terms and Conditions, the Seller is entitled to set off even those of the Seller's receivables from the Buyer that are not yet due. This applies to all mutual receivables, i.e. not only those arising in connection with the Agreement under which the Buyer is in default of payment of the purchase price of Goods. The Buyer is not entitled to set off any of the Buyer's receivables from the Seller or otherwise withhold payments without the Seller's written consent, nor is the Buyer entitled to assign such receivables to a third party without the Seller's written consent.
6.1 The Supplier is not liable for testing goods unless it is expressly requested in the terms and conditions agreed between the Supplier and the Customer.
6.2 The Supplier is entitled to perform contractually agreed tests of products or goods beyond the Supplier’s obligations under pre-determined conditions. The Supplier is entitled to charge the Customer for these services a price that is not included in the price list or in the price of the product or goods.
7) Liability for Defects, Quality Guarantee, Terms of Servicing
7.1 The Supplier is obliged to deliver the goods in the quantity, quality, and design according to the relevant order or purchase agreement, without any material or legal defects. A defect means a deviation from the type or quality requirements for the product or goods set or specified in the order or agreement, or by technical standards or other generally binding legal regulations.
7.2 The Supplier provides a quality guarantee for the product or goods for 24 months following the proper handover, acceptance, and commissioning thereof. For this period, the goods will be fit for use and will keep the agreed or usual characteristics.
7.3 The Supplier does not provide or bear any guarantee for the product or goods if the Customer finds a defect and fails to notify the Supplier properly within 24 months after the dispatch/delivery date of the product or goods.
7.5 The Supplier is not liable for a defect or malfunction of the product or goods if:
a) damage occurs during transportation (where the transportation is not provided by the Supplier)
b) the defect is due to wear and tear
c) the defect is a result of malicious damage or negligence by the Customer
d) the product or goods were used for other than the intended purpose
e) the Customer attempted to repair the product or goods without the Supplier’s consent
f) the total price of the product or goods has not been paid in full by the due date
g) the Customer has not immediately notified the Supplier of the defect
7.6 The price for regular post-warranty technical safety checks and revisions prescribed by the manufacturer pursuant to Act No. 268/2014 Sb. or regular post-warranty inspections/calibrations/validations (if prescribed or recommended by the manufacturer or service organisation to ensure proper operation of the device, including replaced spare parts), including the issuance of the relevant report, is charged according to the valid price list.
7.7 The Supplier represents that the Supplier’s product or goods were manufactured so that they are safe when correctly used. The Supplier provides professional training for workers who will operate the product. Goods must be used only for the purpose defined in the order or agreement and in accordance with the written instructions contained in the manual.
7.8 The price for training after the end of the guarantee period pursuant to Act No. 268/2014 Sb. is charged according to the valid price list per person/hour of training.
8) Damage or Loss During Transportation
8.1 The Supplier is not liable for claims arising from non-delivery, partial or complete loss, or damage to goods if the Customer did not notify the Supplier (with a copy to the carrier) in writing of:
a) partial loss or partial damage within 7 days of acceptance;
b) loss or non-delivery within 14 days of dispatch.
8.2 If the Supplier admits the Customer’s claim, the Supplier is entitled to repair or replace the goods.
9) Liability of the Supplier
9.1 The Supplier is not liable to the Customer for any loss or damage resulting directly or indirectly from using the goods or services delivered by the Supplier.
10) Insolvency and Delay of Payment
10.1 If the Customer:
a) materially violates the agreement at any time;
b) is not able to pay the Customer’s liabilities or is reasonably assumed not to be able to do so;
c) is subject to a proposal for interlocutory measures or a proposal for voluntary arrangements lodged with the court or an application for bankruptcy proceedings;
d) goes into liquidation or if an official receiver or a trustee in bankruptcy is appointed in relation to the Customer’s assets;
the Supplier may suspend or terminate an agreement or stop the transportation of goods without prior notice and without further liability to the Customer and may consider invoices for goods delivered to the Customer to be immediately due and payable without prejudice to the remedy that the Supplier may legally enforce.
11) Passing of Risk and Ownership Right to Goods
11.1 The Supplier retains the statutory and usage right to the goods until the Supplier receives all the payments payable by the Customer.
11.2 The risk associated with goods passes to the Customer upon delivery of the goods. However, until the Customer acquires the ownership right to the goods, the Customer:
a) will store the goods separately from other goods, clearly mark the goods and identify them as the property of the Supplier;
b) is entitled to use the goods for the purpose for which the goods are intended.
12) Force Majeure, Withdrawal
12.1 The Parties will not be liable for a violation of the agreement if the violation is caused by force majeure. Force majeure: natural disasters, wars, revolutions, large-scale fires, earthquakes, floods, epidemics, quarantine measures, transport embargoes, general strikes and strikes of an entire industry.
12.2 The Supplier is obliged to notify the Customer without delay of any incidence of force majeure.
12.3 If any of the Parties interrupt payments or if the assets of any of the Parties become subject to insolvency proceedings, the other Party is entitled to withdraw from the part of the agreement not yet performed.
13) Final Provisions
13.1 If any provision or part of these Terms and Conditions is declared to be invalid or unenforceable, all the other provisions and parts of the Terms and Conditions remain valid and will not be affected for the remaining term of the agreement.
13.2. By signing an order or agreement, the Supplier and the Customer undertake to meet all the agreed terms and conditions and not to harm or limit one another intentionally.
13.3 If the Supplier does not exercise its right to enforce any of these Terms and Conditions, it is without prejudice to the Supplier’s rights, and any waiver of any of the Supplier’s rights does not mean a waiver of the Supplier’s rights arising from any future or continuing violation of these Terms and Conditions by the Customer.
13.4 All notifications related to an order or agreement under these Terms and Conditions must be provided in writing, signed by the Customer’s authorised employee, dated, and sent to the Supplier’s address specified in the purchase agreement or order.
13.5 The provisions of these Terms and Conditions are governed by the laws of the Czech Republic and are stipulated in accordance with them. Any disputes will be resolved by the courts of the Czech Republic.