Terms and Conditions

General Terms and Conditions of Sale and Delivery of RP Climbing s.r.o., Company ID: 25250639, with its registered office at Polička – Horní Předměstí, Hegerova 345, postcode: 572 01, registered in the Commercial Register maintained by the Regional Court in Hradec Králové, Section C, Insert 10044

  1. These “General Terms and Conditions of Sale and Delivery” /hereinafter referred to as “GTCSD”/ govern all contractual relations between RP Climbing s.r.o. as the Seller on the one hand and the Buyers on the other, forming an integral part of them.
  2. By placing an order, the Buyer expressly and unquestionably consents to the stated and communicated data being processed in accordance with the applicable EU legislation, in particular Regulation (EU) 2016/649 (GDPR), as amended, and the applicable laws of the Czech Republic, and being used for the necessary period in the course of the business activities of RP Climbing s.r.o. Buyer data is protected from misuse by RP Climbing s.r.o. and will not be disclosed to third parties except for external entities providing transportation services, only to the extent necessary for the delivery of the goods, and except where disclosure of Buyer data by the Seller is imposed or permitted by applicable legislation as a legal obligation or option. The Seller reserves the right to waive the guarantee of personal data protection in the event that it becomes injured in connection with illegal actions of third parties. The Buyer is always obliged to provide the Seller with currently valid data and information about themselves/their entity, and to inform the Seller immediately of any change in data. Any breach of this obligation and failure to comply with the notification obligation shall be fully borne by the Buyer.
  3. If the Buyer's order is accepted and confirmed by the Seller without reservations or comments (where the immediate dispatch of the goods or confirmation via customer service is also considered such confirmation), a purchase contract is thereby concluded between the parties. The purchase contract must therefore include the exact specification of the goods purchased and delivered, their quantity and price, payment and delivery terms, and the date of dispatch of the goods to the Buyer confirmed by the Seller.
  4. By concluding the purchase contract, the Buyer expressly and unquestionably confirms that the Buyer is familiar with these terms and conditions, including all price, delivery and payment terms and the Seller's complaint procedure, and that the Buyer unreservedly accepts them. The resulting contract (including the agreed purchase price) may be amended or cancelled only on the basis of the express agreement of both parties or on legal grounds.
  5. The purchase price agreement is an essential element without which the purchase contract is not validly concluded. The Seller’s prices are usually understood to apply to EU countries under the Incoterms “DAP” clause, with further specifying conditions stated in the General Price List for the given business year. For third countries, the Incoterms clause “FCA Mnichovo Hradiště, Hrnčířská 1557” applies. The purchase price is based on the seller's price list and pricing conditions applicable for the given period, i.e. at the time of concluding the purchase contract. Unless expressly agreed otherwise, the purchase price will not include import charges, duties or other charges levied in a territory other than in the Seller's country. The price of goods exported from the Czech Republic to another member state of the European Union (hereinafter referred to as the “EU”) will be invoiced without Czech VAT, provided that the Buyer has proved their registration as a VAT payer in one of the EU member countries. If they do not do so, the Buyer acknowledges and expressly agrees that the price will be increased by the Czech VAT in the current amount according to the legislation of the Czech Republic in effect. If the Buyer is registered as a VAT payer in an EU country other than the country of supply of the goods, the Buyer undertakes that in the country of supply of the goods the Buyer will properly and timely declare the goods for VAT taxation.
  6. The purchase price will not be considered fully and properly paid until it has been credited to the Seller's account in full. Whenever making a payment, the Buyer always states the invoice number as the variable symbol.
  7. The Buyer may not arbitrarily withhold payment of the purchase price or any part thereof as consideration to the extent of the discovered damage to the goods or on any other grounds, including defect claims, without prior express agreement with the Seller. Otherwise, the Buyer will be in delay in payment of the purchase price with all the associated consequences. The Buyer pays the purchase price to the Seller into the Seller’s account in full, that is, all interchange fees in the Buyer's country associated with the transfer of payment to the Seller's account are fully paid by the Buyer.
  8. If the Buyer does not send the dispatch instructions to the Seller within a period that allows delivery of the goods on the agreed date, the Seller may send the goods to the Buyer's address, or withdraw from the purchase contract with immediate effect as in the event of a material breach of the purchase contract.
  9. Any delay in the payment of the agreed deposit, purchase price or their instalments always constitutes a material breach of the purchase contract by the Buyer, and the Seller has the right in such a case to insist on the immediate fulfilment of the Buyer's obligation or to withdraw from the contract, which in no way affects the Seller's right to full compensation for damage caused to the Seller by the Buyer. The same applies in case of insolvency of the Buyer or in case of substantial deterioration of the conditions affecting the transfer of payments from the Buyer's country. If the purchase contract envisages payment of the purchase price in instalments, and the Buyer is in any way in delay in the payment of any instalment, the Buyer automatically loses the advantage of payment in instalments /so-called loss of the advantage of the instalment plan/ and the rest of the obligation - the debt becomes due immediately. The parties expressly agree that in the event of delay in payment of the purchase price or any part thereof, the Seller is entitled, but not obliged, to request from the Buyer, in addition to the statutory interest on late payment, a contractual penalty in the amount of 0.1% of the amount due for each day of delay until full payment, which does not affect the Seller's right to seek damages in the amount exceeding the contractual penalty and the statutory interest on late payment. The parties consider this contractual penalty to be appropriate, have no right to object to its amount, claim its invalidity, etc. In the event of delay in payment of the purchase price by the Buyer, the Seller is fully entitled to withhold or defer next deliveries of goods to the Buyer without further notice, even if a fixed delivery date has been agreed. These arrangements /ref. in this paragraph 9./ are not affected by the possible withdrawal of the Seller from the concluded purchase contract, the parties will still settle according to this arrangement.
  10. The Buyer acquires ownership of the goods only upon full payment of the purchase price and all accessories. The risk of damage to the goods passes to the Buyer upon fulfillment of the Seller's obligation to deliver the goods.
  11. If the Buyer, despite being requested to do so by the Seller or the entity carrying out the transport of the goods, does not take delivery of the goods at the place and time specified in the purchase contract, the Seller may at its discretion either insist on compliance with the terms of the purchase contract or withdraw from the purchase contract and resell the goods to another customer and demand compensation from the Buyer for the damage incurred, including lost profits.
  12. The Buyer undertakes to refrain from any active sale of the purchased goods in the territory of countries other than the country to which the goods were delivered by the Seller without the prior express consent of the Seller. In the event of any breach of this condition by the Buyer, which is considered to be a gross breach of contractual obligations, the Seller may unilaterally decide to terminate further business relation and to withdraw from any contractual arrangements already concluded.
  13. The Seller provides the Buyer with a 7-day period to take delivery of the goods (perform quantitative and qualitative inspection of the goods in the shipment). If the Buyer discovers non-conformities in the shipment, the Buyer must inform the Seller in writing without undue delay, no later than 7 calendar days after delivery of the goods to the Buyer. In the event that this period is exceeded, the Buyer has no right to file a claim regarding an incorrect quantity, incompleteness or damage to the shipment of goods. The processes of the complaint procedure are described in more detail in the Seller's Complaints Procedure Rules.
  14. The Buyer may withdraw from the concluded contractual arrangement only in cases governed by the applicable law of the Czech Republic. Such withdrawal has no effect on the Buyer’s obligation to pay for that part of the delivered commercial goods which is not or cannot be affected by the withdrawal.
  15. Unless expressly agreed otherwise, the Buyer agrees that invoices are sent by the Seller to the Buyer by e-mail in electronic form.
  16. The purchase contract concluded between the Seller and the Buyer, and all relations related thereto and arising therefrom are governed by Czech law, in particular Act No. 89/2012 Coll., the Civil Code, as amended.
  17. If the Buyer is a person who does not have their registered office or place of business or property or plant, etc. in the Czech Republic, then any disputes that would arise between the parties to the concluded purchase contract or in any connection with it will be decided and heard by the locally and materially competent court of the Seller, i.e. currently the District Court of Svitavy, or the Regional Court in Hradec Králové, respectively. Should this not be possible for any reason, then to the exclusion of the jurisdiction of the general courts, the above-mentioned disputes will be decided by the Arbitration Court attached to the Economic Chamber of the Czech Republic and the Agricultural Chamber of the Czech Republic in Prague according to its Rules by three arbitrators appointed under these Rules. The parties agree to comply with all obligations imposed on them in the arbitral award within the time limits specified therein.
  18. If the Buyer is a person who has their registered office or place of business in the Czech Republic, the court locally and materially competent to hear and decide any dispute arisen between the parties is determined according to the general court of the defendant.
  19. If these GTCSD require written form / orders, acceptance of orders, changes in the content of concluded contracts, calls for payment or abandonment of infringements, complaints, withdrawal from concluded contracts, pre-action reminders, etc./, then this is, according to the express agreement of the parties, complied with even if correspondence takes place by e-mail. For these and all other purposes, the company e-mail addresses of the relevant employees of the seller are to be used. The relevant Buyer’s e-mail will be determined and communicated during the first contact with the Seller.
  20. These GTCSD are available to customers - Buyers in Czech, English, German, French, Spanish and Italian languages. No Buyer has the right to make a complaint or objection that they have negotiated a contractual arrangement or communicated with the Seller in a language that they did not understand or did not fully understand.
  21. These GTCSD are valid for an indefinite period until new GTCSD are issued. This wording is valid and effective from 1 April 2023. Each Buyer is obliged to monitor any changes to the GTCSD and their current wording regularly, and to become familiar with them.

In Polička on 31 March 2023

RP Climbing s.r.o.