Obchodní podmínky

GENERAL TERMS AND CONDITIONS

SEMIX PLUSO, spol. s r.o.

Registered office: Otice, Rybníčky, 338, postal code 747 81, Company ID No.: 623 60 311
Incorporated in the Commercial Register maintained by the Regional Court in Ostrava, Section C, Insert 8082

www.zdravyzivot.com

www.semix.cz

Article 1

Preamble

The subject-matter of these General Terms and Conditions is a detailed regulation of the rights and obligations of the parties entering into commercial and legal relationships with SEMIX PLUSO, spol. s r.o. (hereinafter referred to as “SEMIX” or “supplier”). The commercial and legal relationships referred to in the preceding sentence shall be understood to include, but not be limited to, relationships based on purchase contracts or other contracts for the supply of goods and services. The definitions of the individual products offered by SEMIX are listed in the price list and catalogue of products and services provided by SEMIX (hereinafter referred to as “goods”); the price list and catalogue are always up-to-date. The current price lists and catalogues of SEMIX are an integral part of these General Terms and Conditions, always as they are on the date on which the relevant contract is concluded.

Article 2

Conclusion of individual contracts

The individual contracts concluded between the supplier on the one hand and the customer on the other shall be concluded as follows:

on the basis of an individual purchase contract or other contract for the supply of goods and services containing at least the subject-matter of the contract and the purchase price and a reference to these General Terms and Conditions;
on the basis of an order where the customer sends to the supplier a written order or request (possibly also electronically) containing the customer’s identification data, the customer’s contact person and details, the goods requested or other requirements towards the supplier;
the supplier sends to the customer a specific offer of individual items with specific pricing of the goods and services (unless otherwise stated, the price is deemed to be exclusive of VAT); if the price is not included in the supplier’s offer, it is deemed that an agreement has been reached on the price of the goods according to the supplier’s current price list as of the date of delivery of the customer’s order to the supplier. These General Terms and Conditions form part of the contract concluded between the customer and the supplier, to which the supplier is obliged to draw the customer’s attention by reference to their location on its website www.zdravyzivot.com, www.semix.cz, or by attaching the terms and conditions to an email or by a link in the email to their content published on the website;
the moment the customer confirms the supplier’s offer, the purchase contract is concluded.

The requirement for written form is also fulfilled if the order and acceptance is made by email.
When the customer accepts the supplier’s offer, the customer shall be deemed to have become familiar with all the characteristics of the goods and that these fully correspond to the purpose and intent for which the goods are purchased. Detailed information about the individual products of the supplier is given in the supplier’s product catalogue.
By signing or accepting these General Terms and Conditions of SEMIX PLUSO, the customer shall be deemed to have become familiar with them and they shall always form an integral part of any contract concluded between the customer and SEMIX PLUSO as of the date of acceptance by the customer, without any express reference to these Terms and Conditions in the contract.

Article 3

Purchase price and terms of payment

The prices of goods and services are set out in the supplier’s price list valid on the date of conclusion of the contract. Unless otherwise stated, it is assumed that the prices stated in the price list do not include VAT, and the supplier is entitled to charge VAT at the statutory rate on the date of the taxable supply in addition to the price of goods and services.
The customer shall pay the price for the goods and services to the supplier on the basis of a proper accounting document – an invoice issued by the supplier. Invoices shall be due no less than 15 days from the date of issue. The invoice may also be issued and delivered to the customer electronically. If the customer does not object to the invoice within 7 days of its dispatch, the customer shall be deemed to accept the obligation specified in the invoice as to the reason and amount. However, the purchase price of the goods is payable no later than 60 days after their receipt by the customer.
The date of payment of the price of the goods is the date of crediting the invoiced amount to the supplier’s account.
The customer acknowledges that the supplier is entitled to invoice the customer up to 100 % of the purchase price in advance or to require an advance payment or deposit in that amount. If the customer fails to pay the advance invoice or the pre-billed portion of the purchase price or deposit in a due and timely manner, the customer acknowledges that the delay in payment shall adequately extend the delivery period for the supplier to prepare the goods for delivery.
The supplier is entitled to invoice the purchase price of the goods on the date of dispatch of the goods (shipment to the customer). The supplier is not obliged to hand over the goods until the purchase price has been paid in full. In the event that the customer refuses to accept the goods without serious reasons, for invoicing purposes it shall be deemed that the goods have been duly delivered and handed over by the supplier and the supplier shall be entitled to issue a proper accounting document for the goods and to claim the purchase price and related costs (e.g., costs of storage of the goods or materials, travel expenses and time lost in travel). Special reasons preventing acceptance of the goods are those for which the goods cannot be used for the agreed purpose. Minor defects that do not prevent the use of the goods are not grounds for refusing to accept the goods.
The customer is not entitled to unilaterally set off any of its receivables from the supplier against any claim of the supplier arising under the contract to which these General Terms and Conditions are annexed.
The customer is not entitled to assign the rights and/or obligations arising from the contract concluded with the supplier to a third party without the supplier’s consent.

Article 4

Delivery of goods, transfer of title, transfer of liability for damage

Unless otherwise specified, the place of delivery of the goods is the customer’s registered office or residence.
The cost of transport of the goods is included in the price of the goods for delivery in the Czech Republic, unless otherwise specified.
If the customer refuses to sign the delivery note when the goods are delivered, the supplier is not obliged to hand over the goods to the customer, but is entitled to charge the goods together with all costs incurred as if the goods had been properly delivered. In that case, the procedure shall be in accordance with Article 3.5 of these Terms and Conditions.
The parties agree that the title to the goods shall pass from the supplier to the customer only upon full payment of the purchase price. If the supplier withdraws from the contract to which these Terms and Conditions are annexed due to default in payment of the purchase price, the supplier shall be entitled to take back the goods delivered. All this shall be at the expense of the customer who has breached its contractual obligation to return the goods upon the supplier’s request.
The risk of damage to the goods passes to the customer at the moment of their handover and acceptance by the customer or handover to the customer’s first carrier.
The customer is obliged to provide the supplier with assistance in unloading the delivered goods. Otherwise, the situation shall be considered as if the customer had unreasonably refused to accept the goods, with all the consequences set out in Article 3.5 of these Terms and Conditions.

Article 5

Warranty terms and conditions

The supplier is obliged to deliver the goods to the customer in the agreed quantity and quality with the characteristics specified by the customer. In the event that these are not agreed upon, the supplier is obliged to deliver goods of the usual quality for that type of goods. The supplier is also obliged to deliver the goods to the customer without any legal defects. For goods delivered by quantity, a quantity deviation of +/- 10 % of the ordered quantity is permitted. The purchase price will be invoiced according to the actual quantity of goods delivered.
The customer is obliged to carry out an incoming inspection of the delivered goods according to the quantity and quality characteristics, the existence of which is foreseen by the concluded contract. The customer is entitled to make a claim against the supplier arising from liability for defects, if the defects are obvious, within 5 days of the date of receipt of the goods. If the goods are delivered by a forwarding service, the customer is obliged to inspect the goods on receipt and, if the goods are obviously damaged, to refuse to accept the goods. Otherwise, the customer shall lose the right to any warranties in relation to defects existing in the goods at the time of delivery.
The supplier shall provide the customer with a warranty of quality until the expiry date stated on the packaging, or if no such date is stated on the packaging, then for a period of 3 months from the date of receipt of the goods, for all defects that the goods exhibited at the time of receipt by the customer. Latent defects are also considered to be such defects. The warranty applies to any goods supplied by the supplier. Under the terms of the warranty, the supplier assumes responsibility for the goods being free from manufacturing or other defects.
The customer is entitled to make a claim arising from liability for latent defects existing in the goods at the time of delivery and acceptance, within 5 days of discovery of such defects.
If a claim for defective performance is not asserted by the customer in time, the claim shall lapse.
If the customer discovers during the warranty period that the goods are defective and cannot be used properly, the supplier shall have the right to choose from the following options for satisfying the customer’s claim arising from the defective performance provided by the supplier, after the claim has been made in writing:

remedy the defects by supplying replacement goods or a replacement part of the goods,
deliver the missing goods or missing part of the goods,
remove legal defects,
remedy defects in the goods or defects in part of the goods by repairing or modifying the goods or repairing or modifying part of the goods,
provide a reasonable discount on the purchase price; or
withdraw from the contract and refund the purchase price of the goods.

The price discount shall be calculated as the difference between the price of identical faultless goods and the price of the goods suffering from the defect for which the claim has been made.
The customer is obliged to comply with the following conditions and to tolerate the following limitations when making claims arising from defects:

the customer is obliged to separate the defective goods from the faultless goods immediately after discovering the defect and to mark them as defective and to inform the supplier immediately of the defect of the goods or part of the goods;
the customer is obliged to allow the supplier to inspect the goods or part of the goods delivered, or to deliver a sample of the goods complained of to the supplier at the supplier’s request and expense;
the customer may not sell the goods or any part of the goods showing defects which must have been known to the customer to a third party or process or otherwise offer the goods to third parties.

Failure to comply with the obligations and limitations in connection with a claim arising from defects in the goods and in connection with defective performance (Article 5.8 of these Terms and Conditions) shall result in the termination of the customer’s claims arising from defective performance provided to the customer by the supplier. In that case, the supplier shall not be liable for any damage incurred by the customer.
Warranty claims can only be asserted upon presentation of the contract and other documents on the basis of which the title to the goods was transferred from the supplier to the customer. The customer is then required to notify the supplier of what the defect is and how it manifests itself, and of the preferred remedy. Such a notification is not binding on the supplier.
The warranty does not cover defects and damage caused by:

improper storage of the goods,
use of the goods in an improper manner or in a manner inconsistent with the normal use of the goods,
the goods coming into contact with foreign substances,
mixing the goods with other goods,
defects in the goods to which title has not yet passed to the customer.

All warranty claims must be made in accordance with Article 5.10 of these Terms and Conditions.

In the event of any claims being accepted, the parties shall be obliged to issue a claim acceptance report. If the claim is accepted with the granting of a discount on the price of the goods or a refund of the purchase price of the goods, the discount on the price of the goods or the refund of the purchase price of the goods will be made in the form of a credit note to the invoice relating to the goods complained about.

If the customer makes a claim against the supplier for the invoiced amount or the object of the taxable supply and the supplier judges the claim to be justified, the parties are obliged to replace the defective invoice with a new, faultless one.

Article 6

Termination of contract and interruption of supply

The contract to which these General Terms and Conditions are annexed may be terminated by agreement of the parties or by withdrawal under the conditions set out below.
The supplier shall be entitled to withdraw from the individual contracts to which these General Terms and Conditions are annexed if the customer is in default in the payment of the purchase price, advance payment or deposit or part thereof for a period exceeding 30 days, without further notice. If, at the time of withdrawal, a part of the contract has been mutually fulfilled (part of the goods has been delivered and paid for), the withdrawal is deemed to apply only to the part of the contract that has been fulfilled only unilaterally or has not been fulfilled by either party.
If the customer defaults on payment of any obligation to the supplier for more than 14 days, the supplier shall be entitled to suspend all further deliveries, including deliveries under other contracts already concluded, to the customer. The deliveries will be resumed once all the customer’s obligations to the supplier, including those not yet due, have been paid. All delivery times of the supplier shall be extended by the period of delay of the customer in payment.

Article 7

Penalties

If the customer is in default in the payment of any obligation to the supplier, the customer shall pay to the supplier contractual default interest at the rate of 0.25 % of the outstanding amount for each commenced day of delay.
If the customer is in default in taking over the goods, the supplier is entitled to charge the customer a contractual penalty of 0.25 % of the price of the goods including VAT for each commenced day of delay in taking over the goods.
If the supplier withdraws from the contract as a result of the customer’s delay in paying the purchase price, part of the purchase price, advance payment or deposit, the supplier shall be entitled to demand, in addition to the contractual penalty under Article 7.1 of these Terms and Conditions, a contractual penalty of 20 % of the purchase price including VAT for such delay (and thus a breach of the obligation) of the customer.
The invoicing of the contractual penalty under these General Terms and Conditions shall not affect the supplier’s right to invoice the customer for damages, if any damage has been incurred.

Article 8

Personal data protection under the GDPR

The customer acknowledges that the supplier processes the customer’s personal data for the purpose of fulfilling its obligations under the contract. For this purpose, the following data is processed: first name and surname or business name, date of birth or company ID number, residence or registered office, delivery address, telephone contact and email address, or other personal data provided by the customer.
Personal data is processed in electronic and paper form in encrypted programs and at locked premises. Only trained personnel have access to these.
The supplier is entitled to pass on the customer’s personal data to a third party only for the purpose of fulfilling an obligation under the contract (e.g., to a carrier). The customer agrees to such transfer of personal data.
Personal data will be processed only for the duration of the business relationship + the warranty period. After the expiry of these periods, the data will only be processed for archiving purposes in accordance with special legal regulations.
The supplier further notes that the customer has the right of access to personal data, the right to change the data, the right to restriction of processing, the right to rectification and erasure of personal data and the right to data portability to another entity. The customer also has the right to be informed about the scope of the processing of personal data and to object to the processing of personal data.
Data protection rights can be exercised during working hours at the supplier’s headquarters or by emailing to semix@semix.cz.

All information and actions pursuant to Article 8.5 of these General Terms and Conditions are provided by the supplier free of charge. The supplier may charge a fee of CZK 500 for the processing of a request if such a request is manifestly unreasonable or excessive, in particular because it is repetitive. The supplier may also refuse to comply with such a request.
More information on data protection is published at zdravyzivot.com/gdpr.
The Office for Personal Data Protection supervises the processing of personal data. In the event of any concern or complaint in matters of personal data protection, the customer has the right to contact the Office for Personal Data Protection, based at Prague 7, Pplk. Sochora 27, postal code 170 00, https://www.uoou.cz/.
The customer acknowledges that the websites semix.cz and www.zdravyzivot.com store cookies, which also help the websites to function properly. More information about cookies can be found at this link: __________.

Article 9

Special provisions in consumer contracts

This Article contains special consumer provisions that apply and are effective only with respect to contracts specified in Section 1810 et seq. of the Civil Code concluded between the supplier as the seller on the one hand and the consumer as the buyer on the other, by means of distance communication. Any natural person who concludes a contract with the supplier outside the scope of his/her business activity or outside the scope of the exercise of his/her profession shall be considered a consumer.
The identification details of the seller are listed in the header of these Terms and Conditions.
The name and main characteristics and price of the goods including VAT for the conclusion of a purchase contract by means of distance communication are listed in the seller’s offer, published on the website www.zdravyzivot.com.
The buyer as a consumer is obliged to pay the cost of transporting the goods or sending the goods to the destination, unless otherwise agreed. The price of shipping or sending the goods is indicated at the time of the buyer placing the order and further in the order confirmation.
The method of delivery and payment follows from the choice made by the buyer when ordering, and the chosen method of delivery and payment is also indicated in the order confirmation. The seller is entitled to change the carrier. The seller guarantees the same price and delivery time.
The goods supplied by the supplier are perishable and must be stored in appropriate conditions. The consumer acknowledges that, according to the provisions of Section 1837(e) of the Civil Code, it is not possible to withdraw from a contract for the supply of perishable goods or from a contract for the supply of goods that have been irretrievably mixed with other goods after delivery. The consumer thus does not have the right to withdraw from the contract within 14 days of the date of receipt of the goods.
The seller is entitled to withdraw from the purchase contract at any time until the goods are accepted by the buyer. In that case, the seller shall refund the purchase price to the buyer without undue delay, in cashless manner to the account designated by the buyer.
The seller’s offer published on the website www.zdravyzivot.com remains valid until stocks are exhausted and/or until the offer is withdrawn.

RIGHTS ARISING FROM DEFECTIVE PERFORMANCE IN RELATION TO THE CONSUMER

The supplier shall be responsible to the consumer for ensuring that the goods are free from defects on receipt. In particular, the supplier shall ensure that the goods

correspond to the agreed description, type and quantity as well as quality, durability and other agreed characteristics,
are fit for the purpose for which the consumer requires them and to which the supplier has agreed,
are delivered with accessories, including packaging, user manual or other instructions for use that the buyer can reasonably expect.

The consumer is entitled to complain about a defect that becomes apparent in the goods within 2 years of receipt of the goods. If the defect manifests itself within 1 year of receipt, the goods shall be deemed to have been defective upon receipt, unless the nature of the item or the defect precludes it. This provision does not apply to:

fresh ingredients intended for consumption within 24 hours. These must be complained about within 24 hours of receipt;
goods that have a legally specified period of time for which they can be used, i.e., a shelf life or minimum durability (which is usually stated on the packaging or in the accompanying instructions). The defect of such goods must be claimed no later than the expiry of the shelf life or minimum durability.

If the item has a defect, the consumer can demand its removal. At his/her option, the consumer may demand delivery of a new item without defect or repair of the item, unless the chosen method of removing the defect is impossible or disproportionately expensive compared to the other method of removing the defect. The supplier shall remedy the defect within a reasonable time after it has been claimed so as not to cause the consumer significant inconvenience, taking into account the nature of the item and the purpose for which the consumer purchased the item.
Reasonable discount shall be determined as the difference between the value of the non-defective item and the defective item received by the consumer.
If the consumer makes a claim in accordance with Article 5 of these General Terms and Conditions, the supplier shall confirm in writing to the consumer that the claim has been accepted. The content of the confirmation will include the date of the claim, the reason for the claim and the consumer’s proposal on how to settle the claim. The supplier shall settle the claim within 30 days at the latest, unless the parties agree otherwise. The supplier shall then provide the consumer with a written confirmation of the claim settlement. The confirmation will state the date of receipt of the claim, the manner of handling the claim and how long it took to settle the claim. If the claim is rejected, the supplier shall provide written reasons for the rejection of the claim.
This clause applies only to the consumer contracts specified in Article 9.1 of these Terms and Conditions.
These Terms and Conditions as a whole, i.e., also Article 5 of these Terms and Conditions, shall apply to consumer relations. However, if the law provides for more favourable conditions for the consumer, such conditions shall apply.
In the event that a consumer dispute arises between the supplier and the consumer under the contract, which cannot be resolved by mutual agreement, the consumer may submit a proposal for out-of-court resolution of such a dispute to the designated entity for out-of-court resolution of consumer disputes, which is the Czech Trade Inspection Authority, Central Inspectorate – ADR Department, Štěpánská 15, 120 00 Prague 2, email: adr@coi.cz, website: adr.coi.cz or www.coi.cz. The consumer can also use the online dispute resolution platform set up by the European Commission at http://ec.europa.eu/consumers/odr/.

Article 10

Final provisions

All contracts concluded with SEMIX where SEMIX acts as a supplier (usually a seller or supplier) are governed by these General Terms and Conditions, unless their application is expressly excluded by the contract. The contract shall take precedence over these Terms and Conditions. These General Terms and Conditions of the supplier shall take precedence over any existing General Terms and Conditions of the customer for the supply of goods and services. These Terms and Conditions are available at www.zdravyzivot.com and www.semix.cz.

In the event that any provision of these General Terms and Conditions is or becomes invalid, ineffective or unenforceable, the validity, effectiveness and enforceability of the remaining provisions shall not be affected. The parties shall cooperate with each other to ensure that the invalid, ineffective or unenforceable provision is replaced by a valid, effective and enforceable provision that preserves to the maximum extent possible the economic purpose intended by the invalid, ineffective or unenforceable provision. The same applies to a contractual gap.

Amendments or additions to individual contracts and contractual terms and conditions, as well as annexes thereto, require the form of a written amendment signed by both parties. The same applies to the waiver of the requirement of written form.
All contracts concluded between the supplier on the one hand and the customer on the other and legal relations related to these contracts are governed by the laws of the Czech Republic. The parties have expressly agreed to exclude the application of the 1980 UN Convention on Contracts for the International Sale of Goods.
Delivery of documents in connection with the contract to which these Terms and Conditions are annexed may be made in writing by a mail carrier to the registered offices of the parties to the contract listed in the header of the contract or via data mailboxes. If the document is not delivered to the other party or if the date of delivery of the document is disputed, the date of delivery shall be deemed to be the third day after the document was verifiably sent. Delivery via email is also possible. The email addresses of the parties to the contract, using which legal acts can be performed even without a certified signature, are listed in the header of the contract. An email message shall be deemed to have been delivered if the delivery is proven by: a) sending the email message and at the same time b) delivering to the sender an acknowledgement of receipt of the message to the addressee’s email box, c) with simultaneously meeting the condition that the addressee’s and/or sender’s addresses are the email addresses specified in the header of the contract.
Neither of the parties to the individual contracts concluded between the supplier on the one hand and the customer on the other shall be entitled to inform unauthorised third parties in any form whatsoever about the content of the rights and obligations arising for the supplier and the customer from the individual contracts concluded between the supplier and the customer, unless otherwise expressly agreed between them.
If the parties to the contract are entrepreneurs, all disputes arising out of or in connection with individual contracts concluded between the supplier on the one hand and the customer on the other, and which are not primarily settled by agreement between the parties, shall be finally decided before the general courts of the Czech Republic. The parties (i.e., the customer and the supplier) have agreed, in accordance with Section 89a of Act No. 99/1963 Coll., the Civil Procedure Code, that in matters related to individual contracts concluded between the customer and the supplier, the District Court in Opava shall have jurisdiction in the first instance in the case of the subject-matter jurisdiction of a district court for a given case, while the Regional Court in Ostrava shall have jurisdiction in the case of the subject-matter jurisdiction of a regional court for a given case. If one of the parties is a foreign entity, the preceding sentence shall not apply, but the following arbitration clause shall apply: Any disputes arising from and in connection with the contract shall be finally decided by the Arbitration Court attached to the Czech Chamber of Commerce and the Agrarian Chamber of the Czech Republic in accordance with its Rules by one arbitrator appointed by the President of the Arbitration Court.
The rights and obligations under the individual contracts to which these General Terms and Conditions apply shall also pass to legal successors of the parties, if any.

These General Terms and Conditions replace the supplier’s previous General Terms and Conditions dated 24 May 2018 and come into force and effect on 1 July 2024. All contracts concluded from 1 July 2024 onwards are subject to these General Terms and Conditions. For contracts concluded until 30 June 2024, the previous General Terms and Conditions dated 24 May 2018 remain applicable without changes.

In Otice, on 1 July 2024

Published at www.zdravyzivot.com on 1 July 2024.

Published at www.semix.cz on 1 July 2024.

Ing. Michal Čižmár

Managing Director of SEMIX PLUSO, spol. s r.o.