General Terms and Conditions
I. Introductory provisions
1.1. Introductory provisions. The e-shop at https://www.playgrounds-bonita.com/ is operated by the trading company Bonita Group Service s.r.o., with its registered office at Drásov 583, 664 24 Drásov, Company ID No. 27738795, registered in the Commercial Register kept by the Regional Court in Brno, section C, insert 55742, VAT No. CZ27738795, (hereinafter referred to as the “Company” or “Bonita”). The contractual relationship for the purchase and sale of goods between Bonita as the seller and a distributor as the buyer (hereinafter also referred to as the “Buyer”) is governed by these General Terms and Conditions (hereinafter also referred to as the “GTC” or “Terms and Conditions”) available at https://www.playgrounds-bonita.com.
1.2. Order. As soon as the Buyer sends a request for goods via the e-shop, Bonita will subsequently place an order for the Buyer, including the price for the goods. The purchase contract is then concluded at the moment of sending the signed order back to Bonita. The purchase contract may also be concluded if the Buyer sends the demand for the required goods by e-mail to firstname.lastname@example.org, after which the order will be issued by the Company, including the price for the goods. The purchase contract is then concluded at the moment of sending the signed order back to Bonita.
1.3. Purchase Price. The total purchase price must be paid by the Buyer to the bank account of the Company after sending the signed order in advance, within 14 days, unless otherwise agreed in the order. The Buyer understands that only after the total purchase price is paid to the Company is the order for goods handed over to the Company’s production if the goods are not in stock for the Company.
1.4. Amendment and cancellation of the contract. It is not possible to unilaterally change or cancel concluded contracts; this can only be done on the basis of a mutual agreement, or if it is provided so by law or by these terms and conditions. It is possible for the Company to unilaterally change or cancel an order already confirmed, especially for the following reasons:
- If certain individual components of the ordered goods are not available, we are entitled to replace these with technically equivalent or higher value items;
- We are entitled to make partial of products that are part of a single order and can be used separately. Any resulting additional costs shall be borne by us;
- In the event of force majeure, our delivery times may be extended accordingly. Force majeure events shall be deemed to include strikes, lockouts, failure of supply by subcontractors and other suppliers, government or other official interventions as well as any other obstruction that cannot be objectively deemed to have been caused by us.
- In these cases, the Buyer is not entitled to compensation for any damages caused by the Company as a result of a change or cancellation of the confirmed order.
1.5. Content of the purchase contract. On the basis of the concluded purchase contract, Bonita is obliged to deliver the ordered goods to the Buyer in the agreed manner and to provide any other agreed services (e.g. transport of goods) and the Buyer is obliged to accept the goods and pay the purchase price, including packaging and the price of any other ordered services.
1.6. Delivery Methods. The delivery terms of the goods are agreed as EXW, Drásov 583, 664 24 Drásov, INCOTERMS 2010. The expected delivery time of the goods is usually between 8 and 10 weeks. The Buyer will be informed of the exact date of delivery of the goods in advance. The Buyer acknowledges that the delivery date specified in the order is only indicative.
1.7. Acquisition of property rights. The Buyer becomes the owner of the goods supplied by the Company to the Buyer only after the takeover of the goods, but not before the full payment of the total purchase price.
1.8. Takeover of goods. The Buyer is obliged to accept the goods at the agreed time and in the agreed place according to the order. If the goods are to be delivered by a carrier, the Buyer is obliged to take over the goods upon delivery to the agreed place. If the Buyer does not take over the goods, the Company is entitled to withdraw from the contract and to be reimbursed for the costs associated with the delivery of the goods, unless they were paid before the goods were delivered.
1.9. Damage to goods during transport. If the goods are to be delivered by a carrier, the risk of damage to the goods passes to the Buyer at the moment of handing over the goods to the carrier. If the goods are damaged after the passing of the risk of damage, the Company is not liable for the damage and the damage to the goods does not affect the Buyer’s obligation to pay the total price and the obligation to accept such goods. If the goods are delivered damaged, the Buyer is obliged to immediately claim damage to the goods with the carrier.
1.10. Packaging. Unless agreed otherwise, the goods will be packaged in a manner appropriate for preservation and protection. The price for packing is included in the purchase price.
1.11. Intended place of use. All goods sold by the Seller are intended for the moderate Central European climate. In case of the installation of goods outside the climatic climate specified above, the Buyer is obliged to inform the Seller about the specific place of installation. The Buyer is obliged to provide the Company with this information at the time of demanding / ordering goods. If the Buyer fails to do so, the Company shall not be liable for any defects that may occur in the goods.
II. Right of withdrawal
2.1. Withdrawal from the contract in general. By withdrawing from the concluded contract, the contract is cancelled from the beginning and the parties are obliged to return everything they have provided on the basis of the cancelled contract.
2.2. Buyer’s right to withdraw from the contract. The Buyer may withdraw from the confirmed order only if the Company violates its obligations under the concluded contract in a gross manner.
2.3. Company’s right to withdraw from the contract. The Company is entitled to withdraw from the concluded contract at any time from the date of concluding the contract until the moment when the Buyer takes over the goods from the Company for the following reasons:
2.3.1. the purchase price is not paid by the Buyer at the agreed date;
2.3.2. exhaustion of stock of ordered goods;
2.3.3. failure to take over the goods upon delivery;
2.3.4. misuse of the e-shop ordering system;
2.3.5. stating incorrect data when ordering goods;
2.3.6. ordering goods at a price that is considerably lower than normal if the goods were offered for that price as a result of a mistake or error in the company’s e-shop;
2.3.7. other reasons worth special consideration.
III. Liability for defects in goods, quality guarantee
3.1. Company’s liability for defects in goods. The Company is responsible for ensuring that the goods are free of defects upon delivery. In particular, the Company is responsible for ensuring that the goods:
3.1.1. have the properties that have been negotiated;
3.1.2. fit the purpose stated by the Buyer for their use, or to which goods of this kind are usually used;
3.1.3. conforms to the quality or design of the agreed sample or template, if the quality or design was determined by the agreed sample or template;
3.1.4. are in an appropriate quantity, measure or weight;
3.1.5. complies with the legal requirements.
3.2. Limitation of liability. The Company is not responsible:
3.2.1. in case of goods sold at a lower price for a defect for which the lower price was agreed;
3.2.2. for wear and tear caused by the normal use of the goods,
3.2.3. in case of second-hand goods, for a defect corresponding to the degree of use or wear and tear the goods had upon receipt;
3.2.4. for defects in the goods, if, in particular in the case of disposable and perishable goods, they are caused by the nature of the goods;
3.2.5. if the Buyer was informed before taking over the goods that the goods had a defect;
3.2.6. if the Buyer itself caused the defect.
3.3. Period to exercise the right. The Buyer is obliged to inspect the goods as soon as possible and to verify their properties and quantity. The customer is then obliged to exercise the right of liability for defects of the goods with the Company without undue delay, no later than 24 hours after the date of taking over of the goods by the Buyer (obvious defects). In case the Buyer fails to exercise this right within this period, the Buyer’s right connected to the liability for defects expires. In case of hidden defects, the Buyer is entitled to exercise its right within 24 months after the date of taking over the goods, and it is obliged to exercise this right with the Company without undue delay, not later than within 7 days after the date when it learnt about the hidden defect. In case the Buyer fails to exercise this right within this period, the Buyer’s right connected to the liability for hidden defects of the goods expires.
3.4. Product quality guarantee. In addition, the Company warrants the quality of the goods, subject to the following conditions. The warranty period commences on the day the goods are handed over to the Buyer. The warranty for goods is provided to the following extent:
3.4.1. 24 months warranty for goods designed for moderate Central European climate;
3.4.2. 24 months warranty forgoods not designed for moderate Central European climate;
3.4.3. The condition for providing the warranty mentioned in 3.4. is performing regular routine user maintenance of the goods and their accessories in accordance with the technical conditions and using original spare parts specified by the Company. The warranty does not cover defects caused by vandalism, third parties, violent damage, improper maintenance, improper handling, use and installation that do not correspond to technical conditions, natural wear and tear, failure to follow the inspection schedule and the consequences of natural disasters.
3.4.4. Furthermore, the warranty does not apply to the renewal of the surface of the parts, which must be renewed at least once every 24 months at the expense of the Buyer. The warranty also does not apply to the maintenance, modification and refilling of materials in impact areas. The warranty does not apply to inappropriate, inadmissible use of the elements (i.e. that does not result from its logical and normal use, e.g. the slide is designed to slide down from the top, other uses are not permitted and prohibited).
3.4.5. Complete warranty for the goods is defined in Article 3.4.It expires in case of unauthorized interference with the goods. During the warranty period, the Company is obliged to repair any defects of the goodscaused by poorly executed work or hidden material defects for free. The Company is entitled to choose the method of settling the complaintof the Buyer, namely either to repair the goods or its parts, or to replace it, or to replace a part of the goods.
3.5. Buyer’s rights in case of a defect in the used goods. If the goods sold with a defect or goods sold as used are defective, the Buyer is entitled to:
3.5.1. the free removal of defects,
3.5.2. a reasonable discount of the purchase price.
3.6. Buyer’s rights in case of the repeated or multiple occurrence of a defect in the goods. If the goods cannot be used properly due to repeated occurrence of the same defect after repair or due to a greater number of defects, the Buyer is entitled to:
3.6.1. have new goods delivered or have the parts changed; however, this does not apply to goods sold with a defect or used goods;
3.6.2. receive a reasonable discount of the purchase price.
3.7. Repeated occurrence of defects. A repeated occurrence of a defect means that the same defect occurs after at least two previous repairs of the defect. A greater number of defects means that at least three defects occur simultaneously, each of which independently prevents the use of the goods.
3.8. Complaint methods. If the Buyer wishes to exercise its right of liability for defects, it may do so in the following manner:
3.8.1. by sending a registered letter to Drásov 583, 664 24, Drásov;
3.8.2. in person at any of our business premises;
3.8.3. by e-mail to email@example.com.
3.9. Complaint requisites. When making a complaint, it is necessary:
3.9.1. to prove that the goods were purchased from the Company;
3.9.2. to state what defect the Buyer is complaining about and how it requests the complaint be settled. It is not possible to change the required method of settling the complaint subsequently without the consent of the Company.
3.9.3. In case of a subsequent return of the goods by the Buyer, the goods shall be handed over in a proper and visibly undamaged condition, i.e. not in a state of undue pollution.
3.10. Settlement of the complaint. The complaint will be handled without undue delay, but no later than within 45 days. If the complaint is acknowledged, the period for exercising the rights of liability for defects is extended by the duration of the settlement of the complaint.
IV. Intellectual property protection
4.1. Intellectual property protection. Under the contract, Bonita delivers goods that may be protected by intellectual property rights (in particular, copyrights, trademarks, designs, patents and utility models) where the purchase contract does not include a license entitling the Buyer to exercise intellectual property rights. Any interference with the goods or documentation supplied with the goods is protected by copyright, and the Buyer may not reproduce, resell, rent or otherwise make them available to third parties.
V. Other provisions
5.1. Relationship of the Terms and Conditions to the framework contract and order.
The Business Terms and Conditions always form an integral part of a confirmed order. Different provisions in the confirmed order take precedence over the GTC and over the provisions in the framework contract between Bonita and the Buyer (in case it has been concluded with the Buyer). In case of a conflict between the provisions of the order and the framework contract, the provisions in the confirmed order always take precedence. In case of a conflict of provisions of the framework contract and these GTC, the provisions in the framework agreement always take precedence.
5.2. Severability of the provisions of the Business Terms and Conditions and contractual provisions. If any of the provisions of the Business Terms and Conditions or contractual provisions becomes invalid, ineffective or not taken into account, this shall not affect the validity and effectiveness of the other provisions of the Business Terms and Conditions and the contractual provisions.
5.3. Relations with international elements. The legal relationship between the Company and the Buyer is governed by Czech law in case of the presence of an international element and the Czech courts are competent in resolving any disputes. The UN Convention on Contracts for the International Sale of Goods (Vienna Convention) does not apply.
5.4. Language and contract retention. Contracts are concluded in the Czech language or in the English language version. In case of any disputes or linguistic uncertainties in contracts concluded in the English language version, the Buyer agrees that the contract concluded in the Czech language shall be used as the decisive and the only binding language version for interpretation.
VI. Protection and processing of personal data
6.1. Processing of personal data for the purpose of the performance of the contract.
By its signature, the Buyer gives its consent to the processing of its personal data (in particular, the Buyer’s identification and address data, electronic personal data and other personal data related to the contractual relationship with the Company) in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, on the protection of individuals with regard to the processing of personal data and free movement of such data (hereinafter referred to as the “GDPR”), in particular for its needs or for the fulfilment of obligations imposed on it by the laws of the Czech Republic. The Buyer also confirms by its signature that it has been informed by the Company of how and for what purposes each part of its personal data will be further processed by the Company. Bonita is then entitled to process the aforementioned personal data for the entire duration of the contractual relationship and for a period of ten years after its termination. In order to exercise the rights and fulfil the obligations arising out of this contract or connected to this contract, the Parties shall transmit or may transmit to each other the personal data (hereinafter referred to as “personal data”), within the meaning of Article 4 (1) of GDPR, of data subjects, in particular representatives, employees or customers of the other party or other persons authorized by the other party to exercise or perform the rights and obligations arising out of or in connection with this contract. The receiving contracting party is thus in the position of the administrator with respect to the personal data transmitted. The purpose of the transfer of personal data is the performance of this contract, whereby the contracting parties declare that the transferred personal data will be processed only for the fulfilment of this purpose, in accordance with applicable laws, and in particular in accordance with the GDPR. The contracting parties declare that they have a valid legal title for the transfer of personal data to the other party in accordance with Article 6 (1) of the GDPR. The contracting parties understand that, for the purpose of performing this contract, personal data may be transferred from the receiving contracting party to a third party, in particular to a person through whom the receiving contracting party exercises or fulfils the rights and obligations arising from or connected to this contract.
6.2. Processing of personal data for the purpose of sending business messages.
The Company also processes personal data for the purpose of further offering goods and services through commercial communication.
6.3. Processing of personal data on the basis of consent. Based on the consent of the Buyer, the Company also processes personal data for the purpose of:
6.3.1. maintaining the Buyer’s user account in the Company’s e-shop;
6.3.2. customer database management.
6.4. Scope of personal data processing. The personal information that the Company processes includes:
6.5. name and surname,
6.7. e-mail address,
6.8. telephone number,
6.9. identification number and tax identification number.
6.10. Disagreement with the processing of personal data. The Buyer may at any time express its disagreement with the processing of the personal data for the purpose of sending commercial messages, as well as withdraw its prior consent to the processing of personal data for any other purpose.
6.11. Rights of the data subject. Furthermore, with respect to personal data, the Buyer is entitled to:
6.11.1. request the correction of inaccurate or outdated personal information;
6.11.2. request information about the processing of its personal data, for which the Company may ask the Buyer to pay the necessary costs;
6.11.3. request clarification or remedy if the Buyer believe the Company is processing its personal data in a manner that violates the protection of the Buyer’s private and personal life or the law.
6.13. Marketing purposes. The Buyer grants explicit consent to the use of its name, company, including the company logo, for the Company’s marketing purposes. In particular, the publication of the Buyer on the Company’s website belongs to the marketing purposes. This consent is granted for an indefinite period of time, with the possibility to withdraw this consent at any time. The withdrawal of the consent is only possible in writing in the form of a registered letter addressed to the registered office of the Company.
VII. Final Provisions
7.1. Change to the GTC. The Company is entitled to change these Terms and Conditions without the Buyer’s prior consent. If the Buyer does not agree with the change in the Terms and Conditions, the Buyer is obliged to notify the Company without undue delay within 30 (thirty) days of the change of the Terms and Conditions. A disagreement expressed within the time limit shall be deemed to be a withdrawal of the Buyer. Otherwise, it is understood that the Buyer agrees with the change in the Terms and Conditions. The notice period is 1 (one) month and commences on the first day of the month following the delivery of this withdrawal notice. In case of the termination of the contractual relationship by the notice, the Company is obliged to ensure the proper and timely fulfilment of the orders received so far, even if the delivery date of the goods under these orders would be after the termination of this contractual relationship.
7.2. Governing law and court. The contractual relationship between the Company and the Buyer is governed by the applicable laws of the Czech Republic. In the settlement of any dispute arising from the fulfilment of obligations under the contractual relationship, the local court of the Company is the locally competent court.
7.3. Legal regime. In matters not regulated by a specific order and these Terms and Conditions, the contractual relationship between the Company and the Buyer is governed by the provisions of Act No. 89/2012, the Civil Code, as amended.
7.4. Validity and effectiveness of the GTC. These Terms and Conditions become valid and effective on March 1, 2019.
VIII. Force majeure
8.1. For the purposes of this order, force majeure shall be considered to be cases that are not dependent on the contracting parties and that the contracting parties cannot control. These include, for example, war, mobilization, rebellion, natural disasters, emergency measures taken by public authorities in an epidemic, etc.
8.2. If the fulfilment of this order becomes impossible due to force majeure, the party wishing to refer to force majeure shall request that the other party modifies the confirmed order in relation to the subject, price and time of performance. If no agreement is reached, the party that referred to force majeure has the right to withdraw from the order (contract). In this case, the withdrawal becomes effective on the day of delivery of the notification.