General terms and conditions for wholesale
These general terms and conditions for wholesale (hereinafter referred to as "terms and conditions") apply to contracts concluded through the online shop SkyGear s.r.o. located on the web interface www.skygear.cz (hereinafter referred to as "web interface") between
our company:
SkyGear s.r.o., with registered office at Jince 360, 262 23 Jince
ID: 19334591
TAX ID:
registered: in the Commercial Register maintained by the Municipal Court in Prague, C 384611
Delivery address: SkyGear s.r.o, Rpety 120, 268 01 Hořovice
Telephone number: +420 733 653 563
contact e-mail: info@skygear.cz
as the seller
and the entrepreneur or legal entity as the buyer
(both hereinafter collectively referred to as the "contracting parties").
1. Introductory provisions
1.1 The Terms and Conditions define and specify the basic rights and obligations of the parties when concluding a purchase contract or other contract referred to herein (hereinafter referred to as the "Contract") via the web interface.
1.2 The provisions of the Terms and Conditions are an integral part of the Contract. Provisions deviating from the Terms and Conditions may be agreed in the contract. Deviating provisions in the Contract shall prevail over the provisions of the Terms and Conditions. The Seller may change or supplement the wording of the Terms and Conditions. The rights and obligations of the contracting parties shall always be governed by the wording of the terms and conditions under which they arose. The rights and obligations of the contracting parties are also governed by the Complaints Procedure for Wholesale, the Privacy Policy, and the terms and conditions and instructions provided on the web interface, in particular when concluding the contract. In matters not regulated herein, the relations of the contracting parties shall be governed by legal regulations, in particular Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the "Civil Code").
1.3 These terms and conditions apply to buyers who are entrepreneurs and to legal entities. Contracts concluded with consumers are not subject to these Terms and Conditions, but to the General Terms and Conditions for Retail.
1.4 The buyer acquires ownership of the goods by paying the full purchase price, but not before taking possession of the goods.
1.5 By sending an order, the buyer confirms that he has read these terms and conditions and that he agrees with their content.
2. Order and conclusion of the contract
2.1 A list of the goods is provided on the web interface, including a description of the main characteristics of each item. The presentation of the goods on the web interface is informative and does not constitute a proposal by the Seller to conclude a contract within the meaning of Section 1732(2) of the Civil Code. In order to conclude a contract, the buyer must send an order and the seller must accept the order.
2.2 The Buyer shall place the order via the web interface, or in any other way indicated on the web interface or as agreed by the parties. The order must always contain the exact name of the goods ordered (or the numerical designation of the goods), the number of items, the chosen method of payment and delivery and the Buyer's contact details (name and surname or company name, identification number, delivery address, telephone number, e-mail address). The buyer is obliged to prove that he is a business by entering a valid identification number in the order.
2.3 The Seller is not obliged to confirm the received order. An unconfirmed order is not binding on the Seller. The Seller shall be entitled to verify the order in case of doubt as to the authenticity and seriousness of the order. The Seller may reject an unverified order.
2.4 The Contract is concluded at the moment when the Buyer has received the Seller's acceptance of the binding order.
2.5 In the event of cancellation of the order by the Buyer, the Seller is entitled to a cancellation fee of 50% of the price of the goods. If the Seller has already incurred costs in connection with the contract, he is also entitled to reimbursement of these reasonable costs in full.
3. Delivery terms
3.1 The Seller is obliged to deliver the goods to the Buyer in the agreed manner, properly packed and equipped with the necessary documents. Unless otherwise agreed, the documents are provided in Czech or English.
3.2 Upon agreement of the Parties, the Seller may arrange for the Buyer to transport the goods and to insure the goods during the period of transport. The price of transport and insurance is to be paid by the Buyer according to the carrier's valid tariff. The delivery of the goods to the Buyer shall be deemed to be the handover of the goods to the first carrier. Upon delivery of the goods, the risk of damage to the goods passes to the buyer.
3.3 Before taking delivery of the goods, the Buyer is obliged to check the integrity of the packaging of the goods and immediately notify the carrier of any defects. A report of defects will be drawn up. If a defect report is not drawn up, the buyer loses any claims arising from the defective packaging of the goods.
3.4 Immediately upon receipt of the goods, the Buyer is obliged to inspect the goods, in particular to check the number of items and their completeness. In the event of a discrepancy, the Buyer is obliged to notify the Seller without undue delay, but no later than within 2 working days of receipt of the goods. The Buyer is obliged to document the defects found in a suitable manner and send this documentation to the Seller together with the defect notification.
3.5 The Buyer's failure to accept the goods shall not affect the Seller's right to demand payment of the purchase price in full.
4. Payment terms
4.1 The Buyer has the option to pay the purchase price for the goods to the Seller by any of the following methods in addition to other methods listed on the web interface or individually agreed:
cash on delivery or personal collection;
in cash before delivery of the goods by online credit card;
in cash before delivery of the goods by transfer to the seller's bank account on the basis of an advance invoice;
in any other way agreed in advance
4.2 In case of payment in cash, the price is payable upon receipt of the goods. In the case of non-cash payment, the price is payable within five days of receipt of the order, unless otherwise agreed by the parties. In the case of non-cash payment, the Buyer's obligation to pay the price of the goods is fulfilled when the relevant amount is credited to the Seller's account.
4.3 In the event of non-compliance with the due date according to these terms and conditions, the Buyer may be charged interest on the overdue amount at the rate of 0.05% of the amount due for each day of delay. The Seller's right to compensation for damages caused by the Buyer's delay is not affected.
4.4 In the event of default by the Buyer in payment of the price of the goods, the Seller shall also be entitled to suspend further agreed deliveries of the goods until all outstanding debts of the Buyer have been paid.
4.5 Payment for the goods is possible in Czech crowns (CZK), Euros (EUR) or any other previously agreed currency.
5. Withdrawal from the contract
5.1 The Seller is entitled to withdraw from the Purchase Contract at any time until the Buyer has accepted the goods. In this case, the Seller shall refund the Purchase Price already paid by the Buyer to the Buyer, without cash, to the account communicated to him for this purpose by the Buyer or to the account from which the funds were transferred to pay the Purchase Price (unless the Buyer has not communicated any of them to the Seller within 5 days of the withdrawal).
5.2 The Seller is further entitled to withdraw from the Contract if the Buyer is in default in payment of the purchase price of the Goods for more than 4 weeks. In this case, the Seller is also entitled to a contractual penalty of 50% of the price of the goods.
5.3 The buyer is entitled to withdraw from the contract if the seller is in default of delivery of the goods for more than 4 weeks from the agreed delivery date.
5.4 The buyer is not entitled to withdraw from the contract in respect of goods that have been delivered properly, on time and without defects.
5.5 Withdrawal from the contract must be made in writing and, in the case of contracts agreed electronically, also electronically Withdrawal from the contract is effective upon delivery of the notice of withdrawal to the other party.
5.6 If a gift has been given together with the goods, the gift contract shall cease to be effective upon withdrawal by either party.
6. Rights from defective performance
6.1 The conditions for exercising rights of defective performance and warranty liability are governed by the Seller's Wholesale Complaints Procedure.
7. Protection of the Seller's trade secrets and commercial policy
7.1 During the negotiation of the contract and its performance, information may be disclosed to the Buyer which is marked as confidential or whose confidentiality is implied by its nature. In particular, the Buyer undertakes to:
keep confidential;
not to disclose it to any other person without the consent of the Seller;
not to use it for any purpose other than the performance of the contract;
not to use it in any other detrimental way.
7.2 The Buyer further agrees not to make copies of any documents provided to him by the Seller without the Seller's consent.
8. Registration on the web interface
8.1 By registering via the registration form on the web interface, a user account is created. The Buyer is obliged to keep the access data to the user account confidential. The Seller shall not be liable for any misuse of the user account by a third party.
8.2 The information provided during registration must be true and complete. The Seller may cancel an account that has been created using false or incomplete information without refund. In the event of changes in the Buyer's data, the Seller recommends that the User Account be amended without delay.
8.3 Through the user account, the Buyer can primarily order goods, track orders and manage the user account. Any additional functions of the user account are always indicated on the web interface.
8.4 The Buyer acknowledges that the Seller has the right to cancel the Buyer's user account without compensation if there is a violation of good morals, applicable law or these Terms and Conditions via the Buyer's account.
9. Copyright protection, liability and use of the web interface
9.1 The content of the web pages located on the web interface (texts including terms and conditions, photographs, images, logos, software, etc.) is protected by the Seller's copyright or the rights of other persons.
The Buyer may not modify, copy, reproduce, distribute or use the content for any purpose without the consent of the Seller or the consent of the copyright holder. In particular, free or paid access to photographs and texts placed on the web interface is prohibited.
The names and designations of products, goods, services, companies and companies may be registered trademarks of their respective owners.
9.2 The Seller shall not be liable for errors resulting from third party interference with the web interface or from its use contrary to its intended use. When using the web interface, the Buyer must not use any procedures that could interfere with the system's functionality or place an unreasonable load on the system.
9.3 If the Buyer commits any illegal or unethical act while using the Web Interface, the Seller shall be entitled to restrict, suspend or terminate the Buyer's access to the Web Interface without any compensation. In this case, the Buyer shall furthermore be obliged to reimburse the Seller in full for the damages proven to have been caused by the Buyer's conduct under this paragraph.
The Seller draws attention to the fact that clicking on certain links on the web interface may lead to leaving the web interface and to redirection to websites of third parties.
10. Final provisions
10.1 If the relationship related to the use of the web interface or the legal relationship established by the contract contains an international (foreign) element, then the parties agree that the relationship is governed by Czech law (excluding the application of the UN Convention on Contracts for the International Sale of Goods).
10.2 If any provision of the Terms and Conditions is or becomes invalid or ineffective or unenforceable, the invalid provision shall be replaced by a provision whose meaning is as close as possible to the invalid provision. The invalidity or ineffectiveness or unenforceability of one provision shall not affect the validity of the other provisions. Amendments to the contract or the terms and conditions shall be in writing.
These terms and conditions are valid and effective as of 1.6.2023