Terms and conditions of Mr. Gain s.r.o.
1. Preliminary Provisions
1.1. These Business Terms and Conditions (hereinafter "Business Terms") of the Company Mr. Gain s.r.o., with registered office at Černotín, č.p. 146, PSČ 753 68, Czech Republic, identification number: 258 80 241, registered in the Commercial Register kept by the Regional Court in Ostrava, Section C, File 24326 (hereinafter "Mr. Gain") are regulated in accordance with Section 1751 of Act No. 89/2012 Coll., the Civil Code (hereinafter referred to as the "Civil Code"), the mutual rights and obligations of the parties arising out of or in connection with the purchase agreement (hereinafter referred to as the "Purchase Agreement") concluded between Mr. Gain as a seller (hereinafter "Mr. Gain") and another entity as the buyer (hereafter "Buyer"). The purchase contract is concluded either through a representative of Mr. Gain, who visits the Showroom, through customer center of Mr. Gain or via the internet wholesale shop of Mr. Gain. Internet Wholesale shop is run by Mr. Gain on a web site located at www.mrgain.eu (hereinafter "Website") through the Website interface of the store (hereinafter "Website Interface").
1.2. Terms and conditions apply to cases where a person intending to buy goods from Mr. Gain is an entrepreneur and buys goods for his business.
1.3. Provisions derogating from the this Terms and Conditions may be negotiated in the Purchase Agreement. Distinctive arrangements in the Purchase Agreement take precedence over the provisions of the Terms and Conditions.
1.4. The Terms and conditions apply to all Purchase Agreements.
1.5. The wording of the Terms and conditions may be modified by Mr. Gain. This provision is without prejudice to rights and obligations arising during the validity of the previous version of the Terms and Conditions. For a particular Purchase Agreement, the wording of the Terms and Conditions valid at the moment of its conclusion shall apply.
2. Order of goods through a representative of Mr. Gain
2.1. If the order is realized through a representative of Mr. Gain, what goods and the conditions under which will be the goods delivered will be established on the place of order.
2.2. Goods and terms will be written downand representative of Mr. Gain passes those to Mr. Gain (an inventory of such goods and the terms of their delivery is referred to as "Order on the spot").
2.3. If Buyer orders goods through Mr.Gain's customer center, the relevant employee of Mr. Gain will discuss with him, what kind of goods and under what conditions Buyer will receive the order. Inventory of such goods and terms of delivery is referred to as "Customer Center Order").
3. Order of goods through the Web Interface
3.1. Based on buyers registration made on the Web site, buyer can access the user interface. From the user interface buyer can, after entering a user name and password, order the goods (hereinafter referred to as the "User account").
3.2. To order the goods, buyer will fill out the order form in the Web interface of the store. The order form contains in particular information about:
a) ordered goods, ie their type and quantity (ordered goods "puts" the buyer into the electronic shopping cart of the Web interface of the store) and its price,
(b) details of delivering adress,
(c) the time at which the goods will be delivered to the buyer,
(d) information on the costs associated with the supply of the goods.
(hereinafter referred to as "Online Order", Order on Site, Order via Customer Center and Internet Order are collectively referred to as "Order").
3.3. Prior to submitting the Internet Order to Mr. Gain, Buyer can check and modify the data that buyer has placed in to the Internet order, even correcting mistakes that happened when entering data into the Internet order. An Internet order will be sent by Buyer to Mr. Gain by clicking the "Send Order" button. The data listed in the Internet Order are considered by Mr. Gain as correct. The buyer can not change the Internet order. The online order is binding order and can only be revoked with the approval of Mr. Gain.
3.4. By submitting the internet order buyer agrees with these Terms and Conditions of the Purchase Agreement.
4. Common provisions for ordering goods through a representative of Mr. Gain, via the customer center as well as
through the Web interface of the store
4.1. Mr. Gain will send to the buyer a confirmation of receiving the Order (hereinafter referred to as the "Confirmation") by e-mail on the email adress of the buyer, which was stated in the User Account (hereinafter referred to as "Email adress"). Mr. Gain is not obliged to accept the order.
4.2. Purchase Agreement between Mr. Gain and Buyer is created by delivering Order confirmation to the Buyers email adress.
5. Obligations when using the Internet User Account
5.1. When registering on the Website and ordering goods, Buyer is required to provide all data correctly and accurately. Buyer is obliged to update data listed in the User Account if any change has taken place. The data provided by Buyer in the User Account and when ordering the goods are considered to be correct by Mr. Gain!
5.2. Access to the User account is secured by user name and password. Buyer is required to maintain information necessary to access User account confidential.
5.3. If Buyer is a natural person, he or she is authorized to serve the User account only in person or by the person authorized to represent Buyer in the purchase of goods. If Buyer is a legal person, only the members of its statutory body and other persons authorized to represent Buyer in the purchase of goods are authorized to use the User Account.
5.4. Mr. Gain has the right to terminate the User Account, especially if the User Account was not used for more than 1 (in words: one) year, or if Buyer breaches obligations emerging from the Purchase Agreement or Terms and Conditions.
5.5. Buyer agrees with the fact, that the User Account may not be available continuously. Disruption in vailability may occur to the extent necessary for the maintenance of hardware and software equipment of Mr. Gain or necessary maintenance of hardware and software of third parties.
6. The Importance of data on Web Interface
6.1. All presentations of goods placed on Web interface of the store are informative only. Mr. Gain company is not binded to enter into a Purchase Agreement for such goods. Section 1732 (2) of the Civil Code does not apply.
6.2. The store's web interface contains information about the merchandise, including the prices of individual goods. Prices are displayed only after logging in to the buyers account. The prices of the goods are stated without value added tax and including all related fees. Product prices remain valid for as long as they are displayed in the Web interface of the store. This provision is not limiting Mr. Gain to enter in to the Purchase Agreement on individually negotiated terms.
7. Delivery of goods
7.1. Unless agreed otherwise, the goods will be delivered to Buyer via the carrier, which is contracted by Mr. Gain. The way of transport is determined by Mr. Gain. If Buyer requires a different way of transport than is usually used by Mr. Gain, the buyer needs to agree on this with Mr. Gain.
7.2. The Goods will be handed over to the carrier as soon as all conditions agreed on in Purchase Agreement are completed. If the some part of the goods is not in stock, than it will be removed from the Proforma Invoice and/or the Invoice.
7.3. If the Buyer does not secure receiving of the goods at the agreed place and time, the goods will be stored by the courier. Buyer will have to pay to Mr. Gain costs associated with transportation, storage and handling. For this extra cost the Buyer will receive the invoice issued by Mr. Gain.
7.4. The Buyer is obliged to check the goods immediately after receiving them, but no later than the next business day.
7.5. Mr. Gain is not required to comply with the Purchase Agreement if fullfiling of the agreement is complicated by circumstances that are extraordinary, unpredictable or arising independently of Mr. Gain will (eg, but not exclusively, natural disasters and strikes).
7.6. Responsibility for any damage to the goods passes on Buyer at the moment of receiving the goods. If delay in receiving the goods is caused by Buyer, the responsibility for any damage to the goods passes to Buyer at the moment when the delay occured.
8. Purchase price and payment terms
8.1. After purchase price for goods and any costs associated with the delivery of goods under the Purchase Agreement is payed, Mr. Gain will send the goods to Buyer.
8.2. The price for the goods is listed on the Website. The purchase price negotiated with Buyer may differ from the prices on the Website on the basis of an individual agreement or for any other reason (eg, sale on certain goods).
8.3. The Buyer is obliged to pay the purchase price and fill in the variable payment symbol shown on the invoice. The purchase price is paid when the invoiced amount is credited to bank account of Mr. Gain.
8.4. Mr. Gain will issue for Buyer an invoice. Mr. Gain is a taxpayer of value added tax. Issued invoice will be sent by Mr. Gain to Buyer with the goods.
9. Application of defects (hereinafter referred to as "Complaints")
9.1. Goods are defective if they deviate from the Purchase Agreement by quality or quantity.
9.2. Claims can be made at Mr. Gain in writing, by e-mail or by phone. When making a claim, please state the date
of delivery of the goods, the number of the relevant invoice, the type of goods, the amount complained of, the description of the defect and the indication of the right to use the Buyer defect.
9.3. Mr. Gain provides Buyer with a guarantee of the quality of the goods sold within 24 months of receipt of the goods. Even after this time, Mr. Gain will do all that can be rightfully demanded from him to solve the Buyers requirement regarding the quality of the goods positively.
9.4. Buyer is obliged to claim defective goods within seven (7) days of receival, or when the goods are inspected after receival and the defect is found
9.5. For defects other than those referred to in paragraph 9.4, Buyer shall be obliged to complain immediately upon their discovery, but at the latest by the end of the warranty period. If the defects under the previous sentence are not claimed within the specified time limits, Buyer will not be entitled to any claims.
9.6. Unless otherwise stated in the Purchase Contract, the rights and obligations of the parties to the contract are governed by the applicable laws (in particular the provisions of Sections 1914 to 1925, Sections 2099 to 2117 and Sections 2161 to 2174 of the Civil Code).
10. Other rights and obligations of Mr. Gain and Buyer
10.1. The Buyer acquires ownership of the goods by paying the entire purchase price.
10.2. If Mr. Gain resigns from the Purchase Agreement, Buyer is obliged to issue to him the goods which were the
subject of the relevant Purchase Contract and which was not paid in full. The right under the first sentence of this paragraph 10.2 is Mr. Gain is authorized to realize, among other things, by entering the Buyers or another place where Mr. Gain finds and takes over the goods. The Buyer shall not be liable to the goods referred to in paragraph 10.2 for any right of retention or other means of retention.
10.3. The Buyer takes on himself the danger of changing circumstances in the sense of Section 1765 (2) of the Civil Code.
10.4. Mr. Gain shall not be liable to Buyer for any material or non-material damage suffered by him in connection with the Purchase Agreement and any violation thereof, except for any damage caused intentionally or through gross negligence.
10.5. Mr. Gain company is not responsible to Buyer or anyone else for damage to the goods or damage caused by the use of damaged goods if damage to the goods was caused by the Buyer, end customer or other person (eg by processing or modifying the goods, including the insertion of glasses into the supplied spectacle frames or the incorrect handling of the goods).
11. Protection of Personal and Other Data, Disclosure Arrangements and Sending of Business Messages
11.1. Protection of personal data of the Buyer, who is a natural person is provided by Act No. 101/2000 Coll., On the Protection of Personal Data, as amended. If the Buyers Personal Data is modified in the Terms and Conditions, such provisions apply to Buyer, who is a natural person.
11.2. Buyer agrees with the processing of these personal data: name and surname, address, identification number, tax identification number, e-mail address and telephone number (together as "Personal Data").
11.3. Buyer agrees with the processing of personal data by Mr. Gain, for the purpose of realizing the rights and obligations of the Purchase Agreements and for the purpose of keeping account management. If Buyer does not choose another option, he agrees with the processing of personal data by Mr. Gain also for the purpose of sending information and business communications to Buyer.
11.4. The processing of personal data may be entrusted to Mr. Gain by a third party as processor (hereinafter referred to as the "processor"). In addition to personal carriers of goods, Gain's Personal Data will not be passed on to third parties without prior permission from the Buyer; This does not affect the provisions of paragraph 11.7.
11.5. Personal data will be processed indefinitely. Personal data will be processed electronically in an automated manner or in a printed form in a non-automated manner.
11.6. If Buyer asks for information about the processing of his or her personal data, Mr. Gain is obliged to pass this information.
11.7. Mr Gain is entitled to disclose the fact that Buyer is in delay with the payment of the purchase price and that fact has been notified to a third party.
11.8. Buyer agrees that information about new services, products, sales events, or other business communication can be send to him by mail or e-mail.
12. Final Provisions
12.1. If the relationship based on the Purchase Agreement contains an international (foreign) element (for example, Buyers habitual residence or domicile outside the Czech Republic), the parties agree that their relationship is governed by the law of the Czech Republic, excluding the use of the Vienna Convention on the Contract law.
12.2. If any of the provisions of the Terms and Conditions are invalid or ineffective, or if they become invalid, instead of invalid clauses, the provisions that are closest to the purpose of the invalid clause apply. The invalidity or ineffectiveness of one provision is without prejudice to the validity of the other provisions.
These Business Terms apply to the conclusion of the Purchase Contract, starting on 01.01.2016.