General trade terms

I. General Provisions

• 1. These General Trade Terms adjust the rights and obligations of the company ACTIVA and of the customer during the supply of stationery, drugstore goods, refreshments and other goods from the range of the company ACTIVA to the customer on the basis of his/her order.

• 2. These General Trade Terms are binding for all of ACTIVA’s customers, i.e. for natural persons and legal entities that send in their order.
• 3. These General Trade Terms come into force on the date of their publication on ACTIVA’s internet pages (www.activa.cz). ACTIVA reserves the right to modify these General Trade Terms at any time.
• 4. All relations between ACTIVA and the customers not adjusted by these General Trade Terms are governed by the appropriate provisions of the Commercial Code. If, pursuant to the definition of Section 52, Subsection 3 of the Civil Code, the customer is a consumer, that means the actions of such a customer during the execution and performance of the contract are not a part of his/her business or other entrepreneurial activities, the relations not adjusted by these General Trade Terms are governed by the appropriate provisions of the Civil Code.

II. Ordering Goods

• 1. An order may be sent to ACTIVA by mail to the address of one of ACTIVA’s branches as listed in the catalogue or on ACTIVA’s internet pages; it may be placed by telephone or by fax at the telephone number of one of ACTIVA’s branches as listed in the catalogue or on ACTIVA’s internet pages, or by e-mail to the electronic address of one of ACTIVA’s branches as listed in the catalogue or on ACTIVA’s internet pages or by means of electronic commerce on ACTIVA’s internet pages www.activa.cz.
• 2. The customer is obligated to state the following on his/her order:
  • a) The customer’s identification, i.e. company name or first name and surname, registered office/address, company identification number, tax identification number, contact (telephone, fax or e-mail address).
  • b) Code of the ordered goods according to the catalogue and also the description of the goods, if applicable.
  • c) Quantity of the ordered goods.
  • d) Delivery address (if this information is not supplied, it is understood that the goods are to be delivered to the address/registered office of the purchaser).
  • e) Date of delivery if the customer makes an agreement with ACTIVA with differences from these General Trade Terms.
  • f) First name, surname and signature of the person authorised to act on behalf of the customer, or an imprint of the customer’s seal, as the case may be.
  • g) First name and surname of the contact person (if this information is not supplied, it is understood that the customer or any of his/her employees, as the case may be, is authorised to take over the goods).
• 3. If the order does not contain the necessary requirements in compliance with the previous paragraph, it will be considered as incomplete. In this case ACTIVA will try to contact the customer and ask him/her to correct the shortcomings on the order and to provide more specific information and/or to complete the order. The order is considered as complete at the moment of delivery of the data specified or on completion of the order.
• 4. Immediately after the delivery of a complete order, ACTIVA is obligated to check if the requested goods are in stock. If the requested goods are not in stock, or if they are not available in the requested quantity, ACTIVA will contact the customer and offer him/her an alternative supply of goods. If the delivery of the requested goods is possible only within a longer delivery period, ACTIVA will inform the customer of this fact.
• 5. If the customer is sending ACTIVA his/her first order, s/he is obligated to include his/her identification documents with the order, i.e. an excerpt from the Commercial Register, a copy of his/her Trade Certificate etc. and a Tax Identification Number Certificate.
• 6. Telephone calls to ACTIVA may be recorded.

III. Purchase Price of the Goods

• 1. The purchase price of the goods shall be set according to ACTIVA’s up-to-date catalogue. Upon the customer’s request, ACTIVA will provide the customer with a printed catalogue for the given period. The printed catalogue is usually issued for a one-year period. An up-to-date catalogue is available at ACTIVA’s internet pages www.activa.cz.
• 2. ACTIVA reserves the right to increase the price of the goods compared to the price listed in the printed catalogue in the event of a substantial and provable increase of prices on the part of ACTIVA’s suppliers caused by an increase of raw material prices or by fluctuation of exchange rates. ACTIVA will inform the customer about these changes in a suitable manner.
• 3. A binding purchase price of the goods is determined according to ACTIVA’s up-to-date catalogue published at ACTIVA’s internet pages www.activa.cz.
• 4. If the customer does not state on the order that s/he is ordering goods for prices from the printed catalogue, it is irrefragably understood that s/he is ordering goods for prices stated in the catalogue published at ACTIVA’s internet pages www.activa.cz. If the customer states in the order that s/he is ordering goods according to the printed catalogue and the current price of the goods differs from the one in the printed catalogue, and if the customer has not been informed about this change yet, ACTIVA is obligated to inform the customer of this fact in a suitable manner and to find out if the customer insists on his/her order even in the case of a higher price.
• 5. If ACTIVA does not manage to contact the customer in compliance with the previous paragraph sufficiently in advance so that the ordered goods could be delivered in the period defined in Article VI.2, ACTIVA is obligated to deliver the goods for the price listed in the printed catalogue.

IV. Concluding a Purchase Contract

• 1. Pursuant to Section 43a et seq. of the Civil Code, a Draft Purchase Contract is concluded upon the delivery of a customer’s complete order to ACTIVA in compliance with Article II.1.
• 2. A Purchase Contract is concluded:
  • a) At the moment of delivery of a complete order to ACTIVA, provided that the customer is ordering goods for up-to-date prices,
  • b) At the moment when the customer expresses his/her consent to being delivered goods for a different price in compliance with Article III.4,
  • c) At the moment when the period for contacting the customer in compliance with Article III.5 expires,
  • d) At the moment when the customer expresses his/her consent to being delivered alternative goods or to a delivery of goods with a longer delivery period in compliance with Article II.4, according to what happens at the later stage.

V. Payment of the Purchase Price and Payment Terms

• 1. The customer is obligated to pay the purchase price for the delivered goods by means of a bank transfer to ACTIVA’s account stated on the tax document or in cash upon the take-over of the goods.
• 2. If the payment is made by a bank transfer, the purchase price is deemed to be paid at the moment when the appropriate amount is credited to ACTIVA’s account defined on the tax document. A document proving a cash payment is an outgoing cashbox document issued by the customer and certified by ACTIVA or an incoming cashbox document issued by ACTIVA to the customer.
• 3. The payment of the purchase price of the goods delivered to the customer by ACTIVA on the basis of the customer’s order is due on the date stated on the tax document issued by ACTIVA to the customer.
• 4. The customer is obligated to pay all of his/her liabilities towards ACTIVA according to the rules defined in these General Trade Terms, unless s/he has agreed special payment terms with ACTIVA in writing. If the customer defaults in the payment of the purchase price or its part, s/he loses the right to the discount provided by ACTIVA, if any, and the customer is obligated to pay a contractual penalty amounting to 0.05% of the outstanding sum for each new day of default.
• 5. ACTIVA reserves the right to demand a cash payment at the moment of delivery of the goods from a customer that has (or had repeatedly in past) overdue liabilities towards ACTIVA, or towards its daughter company Office Assistance s.r.o.. If the customer does not accept this condition, ACTIVA reserves the right to deliver the ordered goods to the customer only after s/he has paid all of his/her liabilities towards ACTIVA.

VI. Delivery Terms

• 1. ACTIVA will deliver the goods at its cost and at its risk to the agreed address on workdays and during its office hours. Only if the total amount of the order doesn´t exceed 1000 CZK without VAT (after all discounts have been aplied), the freight will be 100 CZK without VAT. The freight won´t be charged to the customer in case of additional or partial delivery.
• 2. Unless agreed otherwise between ACTIVA and the customer, ACTIVA agrees to deliver the goods on the following workday of acceptance of the order and if the order is delivered to the seller on workdays no later than by 5.00 p.m. (by 4.00 p.m. on Fridays if it is delivered to the address of one of ACTIVA’s regional branches). Orders sent via e-shop are accepted by 5.30 p.m. on workdays. If the order is delivered later the goods are delivered on the following workday from the beginning of office hours on the workday following the date of acceptance of the order.
• 3. The period for delivering non-standard goods not listed in the catalogue (business cards, seals, headed paper etc.) is agreed depending on the nature of the production.
• 4. Along with the delivered goods, ACTIVA will always give the customer a delivery note including an exact identification of the delivered goods and their quantity. After checking the packaging of the goods (see Article VII “Complaints and Guarantee Period”), the customer must put on the delivery note the name of the authorized person in capital letters, sign it legibly and stamp it and thus to confirm the take-over of the goods. If the customer does not do so, the seller has the right to refuse to hand the goods over to the customer.
• 5.Custromer may while receiving the items the right to ask a driver of Activa to show him/her his ID card that is containing name and surname, personal number, photo and stamp of company.
  
• 6. The customer is obligated to immediately inform ACTIVA in writing of any change in the place of delivery or the contact person. ACTIVA is not liable for any damage caused by improper or late delivery of the goods if this was caused by a breach of the customer’s obligation in compliance with this Article.
• 7. The risk of damage to the goods is transferred to the purchaser at the moment of take-over of the delivered goods.
• 8. ACTIVA will issue a tax document – an invoice – to the customer, which it will give to the customer upon the take-over of the goods along with the delivery note. In case of part performance ACTIVA will give a tax document – an invoice – to the customer following the end of the period defined by the contract. If the customer has provided ACTIVA with written approval, ACTIVA will send him a tax document – an invoice – in electronic form (pdf format) to the e-mail as per their written approval. Apart from other legal requirements, each invoice will also contain these data:
  • a) Invoice identification and number.
  • b) Name, registered office, company identification number and tax identification number of the seller and the purchaser, information regarding registration in the Commercial Register (court, section, file number).
  • c) Seller’s bank account.
  • d) Purchase price maturity date.
  • e) Description of the delivered goods and their quantity, (if need be freight)
  • f) Number of the customer’s order.
  • g) Price excluding VAT, VAT, total sum to be paid.
  • h) Appropriate delivery note number.
• 9. The customer has the right to return the invoice before the maturity date (i.e. to deliver it in a provable manner to ACTIVA), if the invoice contains incorrect prices or if one of the requirements is missing. Together with the returned invoice the customer is obligated to specify in writing the faults in his/her opinion contained in the invoice. If the invoice has in reality been issued incorrectly, ACTIVA will issue a new invoice to the customer. The customer’s obligation to pay the purchase price within the period defined on the original invoice is not affected by this, unless the fault lies in an incorrect purchase price on the original invoice. In this case the maturity period starts on the date of delivery of the correct invoice to the customer.

VII. Complaints and Guarantee Period

• 1. During the take-over of the goods the customer is obligated to check the packaging. The customer is obligated to complain in writing immediately about an incorrect quantity or defects of the goods obvious during the take-over; however, no later than within 48 hours of the take-over of the goods. The customer is obligated to describe the defects in his/her complaint and, if possible, to describe how the defects are manifested.
• 2. The customer has the right to return goods that have not been used, except for goods adjusted according to the customer’s wishes, within 14 days of the delivery date in case of stationery and within 48 hours of the delivery date in case of office technology and refreshments.
• 3. If, pursuant to the definition of Section 52, Subsection 3 of the Civil Code, the customer is a consumer, that means the actions of such a customer during the execution and performance of the Contract are not a part of his/her business or other entrepreneurial activities, the customer has the right to withdraw from the Contract within 14 days of the delivery date regardless of the type of delivered goods. Customer is not allowed to withdraw from the contract in following:
  
• a) the provision of services if their performance has started with his consent before the expiry of 14 days from převzení goods
• b)to provide services that are consumed or used by the buyer
• c)the supply of goods or services whose price depends on financial market deviation for the independent contractor
• d)the supply of goods imported / modified as desired by the consumer or to his person, as well as goods subject to rapid wear and tear or obsolescence of perishable
• e)for the delivery of audio and video recordings and computer programs if the consumer has violated their original packaging
• f)the supply of newspapers, periodicals and magazines
• g)consisting of a game or lottery
• 4. The customer has to enforce his/her right to return the goods in compliance with Article VII.2 and VII.3 upon ACTIVA in writing no later than upon the last day of the defined period. When returning goods, the customer is obligated to also return the packaging, damaged only as necessary in order for the customer to inspect the goods. ACTIVA will arrange the transport of the returned goods at its own cost. The right to return goods applies solely to standardly offered goods in the catalogue.
• 5. For goods supplied to the customer is granted a warranty period of 24 months, unless the law or manufacturer warranty is not set different. For snacks, office equipment and supplies for computer technology is warranty always valid to period specified by the manufacturer that is listed on the packaging of goods. Individual warranty is always listed in the catalog or on ACTIVA company's website in the description of specific goods.
• 6. If the customer is a consumer as defined in § 52 paragraph 3 of the Civil Code, concretely  the case of a customer who at the conclusion of the contract is not  his commercial or other business, the warranty period is 24 months, respectively. 8 days, if it is sale of food products. If on the packaging of goods supplied or instructions attached to the goods in accordance with specific legislation to limit of the use , the warranty period expires at the end of this period.
• 7. The warranty period begins on the day of handing over the goods to the customer, respectively. confirmation of delivery. The warranty period is not running for as long as the customer can use the catalog (the time the complaint proceedings, repairs, etc.). The warranty does not cover wear things caused by normal use.
• 8. For claims and after-sales service is sufficient to clearly prove that the goods were purchased from the company's Activa, as a sales receipt (invoice), stamped warranty card, etc. In case of submission of the warranty certificate ACTIVA is confirming warranty even after the purchase.

VIII. Final Provisions

• 1. These General Trade Terms apply only to relations connected with the purchase of goods from ACTIVA’s catalogue. In the case of delivery of above-standard goods not listed in ACTIVA’s catalogue, these General Trade Terms shall be applied only as supporting rules in issues not agreed individually between ACTIVA and the customer.
• 2. A written agreement between ACTIVA and the customer may foreclose the application of some separated provisions of these General Trade Terms, or, as the case may be, the application of the General Trade Terms as a whole.
• 3. These General Trade Terms become effective on 1 June 2010.