Business terms and conditions
Černý Seed s.r.o.
Registered office Husova 139, 55101 Jaroměř
Identification number: 04431049 (hereinafter referred to only as “Černý”)
for sale of goods via the e-shop located at www.cernyseed.cz
1.1. These Business terms and conditions (hereinafter referred to only as the “Business terms and conditions”) of Černý Seed s.r.o., with registered office at Husova 139, 55101 Jaroměř, identification number: 04431049, (hereinafter referred to only as “Černý” or the “Seller”) regulate the mutual rights and obligations of the Contracting parties which are created in relation to or on the basis of a purchase contract (hereinafter referred to only as the “Purchase contract”) concluded between the Seller and another individual or legal entity (hereinafter referred to only as the “Buyer”) via the Seller’s e-shop. The e-shop is operated by the Seller on the www.cernyseed.cz website, this being via a web interface (hereinafter referred to only as the “e-shop web interface”).
1.2. The Business terms and conditions also regulate the rights and obligations of the Contracting parties whilst using the Seller’s website located at www.cernyseed.cz.
1.3 If the Buyer in their capacity as a Contracting party is a consumer, a person who concludes a contract outside of the framework of their commercial activity or outside the framework of independent performance of their profession with an entrepreneur or negotiates with an entrepreneur in another manner, relations not regulated for by the Business terms and conditions shall be governed by the Civil Code (no. 89/2012 Coll.) and the Act on Consumer Protection (no. 634/1992 Coll.).
1.4 If the Buyer in their capacity as a Contracting party is not a consumer, but an entrepreneur which concludes a contract in relation to their own commercial, production or similar activity in terms of independent performance of their profession, or a party acting on behalf of or on account of an entrepreneur, relations not regulated for by the Business terms and conditions shall be governed by the Civil Code (no. 89/2012 Coll.).
1.5. Provisions which are different from the Business terms and conditions may be arranged in the Purchase contract. Different arrangements in the Purchase contract shall take precedence over the provisions of the Business terms and conditions.
1.6. The provisions of the Business terms and conditions constitute an integral part of the Purchase contract. The Purchase contract and the Business terms and conditions are drawn up in Czech. A Purchase contract may be concluded in Czech.
1.7. The Seller may change or supplement the wording of the Business terms and conditions. This provision shall not affect the rights and obligations created over the period of effectiveness of the previous version of the Business terms and conditions.
2.1. On the basis of Registration of the Buyer which is accomplished on the website, the Buyer can access their user interface. From their user interface, the Buyer can place orders for goods (hereinafter referred to only as “User account”). If the e-shop web interface so allows, the Buyer may also order goods without registration directly from the e-shop web interface.
2.2. When registering on the website and when ordering goods, the Buyer shall be obliged to stipulate all details correctly and truthfully. The Buyer shall be obliged to update the details specified in the User account in the event of any change. Details specified by the Buyer in the User account and when ordering goods shall be regarded as correct by the Seller.
2.3. Access to the User account is secured by means of a user name and password. The Buyer shall be obliged to preserve the confidentiality of information required to access their User account and acknowledges that the Seller shall not be held liable for breach of this obligation by the Buyer.
2.4. The Buyer is not entitled to allow third parties to use the User account.
2.5. The Seller may cancel the User account, this in particular being if the Buyer does not use their User account for more than 12 months, or if the Buyer breaches their obligations arising from the Purchase contract (including the Business terms and conditions).
2.6. The Buyer acknowledges that the User account need not be available constantly, this in particular being with a view to the necessary maintenance of the Seller’s hardware and software, or necessary maintenance to the hardware and software of third parties.
3.1. The e-shop web interface contains a list of goods offered by the Seller for sale, this including prices of individual goods on offer. Prices of goods on offer are stated inclusive of value added tax and all related fees. The offer of sale of goods and the prices of these goods remain valid for the period in which they are displayed in the e-shop web interface. This provision shall not affect the possibility of the Seller to conclude a Purchase contract subject to individually arranged conditions. All offers of sale of goods contained in the e-shop web interface are non-binding and the Seller is not obliged to conclude a Purchase contract with regards to these goods.
3.2. The e-shop web interface also contains information about costs relating to packaging and delivery of goods. Information about costs relating to packaging and delivery of goods stated in the e-shop web interface only applies to cases when the goods are delivered within the Czech Republic.
3.3. In order to order goods, the Buyer completes the order form in the e-shop web interface. The order form in particular contains information about:
3.3.1. the ordered goods (the Buyer “places” the ordered goods into the electronic shopping basket in the e-shop web interface),
3.3.2. the method of payment of the purchase price for the goods and details about the required method of delivery of the ordered goods
3.3.3. information about costs relating to delivery of the goods (hereinafter referred to jointly also only as “Order”).
3.4. Before sending the Order to the Seller, the Buyer can check and change the details which the Buyer has entered into the Order, this in part with a view to the possibility of the Buyer discovering and correcting mistakes which occurred when entering details into the Order. The Buyer sends the Order to the Seller by clicking on the “Confirm order” button. Details stated in the Order shall be regarded as correct by the Seller. Immediately after receipt of the Order, the Seller shall confirm this receipt to the Buyer by e-mail, this being to the Buyer’s e-mail address specified in the user interface or in the order (hereinafter referred to only as the “Buyer’s” e-mail address).
3.5. The Seller shall always be entitled, depending on the nature of the Order (quantity of goods, level of the purchase price and anticipated costs for transportation), to ask the Buyer for additional confirmation of the Order (for example in writing or by telephone).
3.6. The contractual relationship between the Seller and the Buyer is created on delivery of acceptance of the Order (acceptance) which is sent by the Seller to the Buyer by e-mail, this being to the Buyer’s e-mail address. By concluding a Purchase contract, the Buyer confirms that they have been familiarised with these Business terms and conditions, including the Claims regulations and that they understand these and agree to them.
3.7. The Buyer acknowledges that the Seller is not obliged to conclude a Purchase contract, in particular with parties which breached their obligations towards the Seller in the past in a fundamental manner.
3.8. The Buyer agrees to use of remote means of communication whilst concluding the Purchase contract. Costs incurred by the Buyer whilst using remote means of communication in relation to conclusion of the Purchase contract (costs for internet connection, costs for telephone calls) shall be settled by the Buyer.
4.1. The price of goods and possible costs relating to delivery of goods in accordance with the Purchase contract may be paid by the Buyer to the Seller in the following ways:
- in cash at the Seller’s business premises at the address Husova 139, 55101 Jaroměř;
- in cash by means of cash on delivery at the location determined by the Buyer in the Order;
- by means of cashless transfer to the Seller’s account no. 1180015369 / 0800, held with Česká spořitelna (hereinafter referred to only as the “Seller’s account”);
- in a cashless manner by payment card;
4.2. Together with the purchase price, the Buyer shall be obliged to also pay the Seller costs relating to packaging and delivery of goods in the contractually agreed level. Unless explicitly agreed otherwise, purchase price shall hereinafter be understood to also mean costs relating to delivery of goods.
4.3. In the case of payment in cash or in the case of payment using cash on delivery, the purchase price shall be payable on acceptance of the goods. In the case of cashless payment, the purchase price shall be due within 14 days of conclusion of the Purchase contract.
4.4. In the case of cashless payment, the Buyer shall be obliged to settle the purchase price together with stipulation of the variable symbol for the payment. In the case of cashless payment, the obligation of the Buyer to pay the purchase price shall have been met at the moment of crediting of the respective amount to the Seller’s account.
4.5. The Seller shall be entitled, in particular in the event that the Buyer fails to additionally confirm the Order (art. 3.5), to demand payment of the whole purchase price before sending the goods to the Buyer.
4.6. Any possible discounts which may be offered on the price of goods by the Seller to the Buyer cannot be mutually combined.
4.7. If usual in commercial relations, or if so determined by the generally binding legislation, the Seller shall issue to the Buyer a tax document – invoice with regards to payments made on the basis of the Purchase contract. The Seller is a payer of value added tax. The tax document – invoice shall be issued by the Seller to the Buyer after settlement of the price of the goods and shall be sent to the Buyer in electronic format to the Buyer’s e-mail address.
Entitlement of the Buyer to withdraw from the contract
In accordance with Section 1829 Civil Code (Act no. 89/2012 Coll.) the Consumer shall be entitled to return purchased goods without stating their reason within 14 calendar days of acceptance of the goods.
Entitlement to withdraw from the contract is not created for an entrepreneur who purchases goods in terms of their commercial or entrepreneurial activity (their company ID number is specified on the purchase document).
5.1. The Buyer acknowledges that in accordance with the provisions of Section 1837 Civil Code, among other things it is not possible to withdraw from a Purchase contract:
- for delivery of goods modified in accordance with the wishes of the Buyer,
- for delivery of perishable goods as well as goods which have been irreversibly mixed with other goods after delivery.
It is explicitly agreed that it is not possible to withdraw from the Purchase contract if the bag in which seeds are packed has been opened, torn, soiled or otherwise damaged. The Buyer and the Seller agree that the facts and actions described above shall lead to the goods having been impaired.
5.2. If the situation specified in art. 5.1 or other case when it is not possible to withdraw from the Purchase contract is not concerned, the Buyer shall, in accordance with the provisions of Section 1829 para. 1 Civil Code, be entitled to withdraw from the Purchase contract within 14 days of acceptance of the good. Withdrawal from the Purchase contract must be delivered to the Seller within fourteen (14) days of acceptance of the goods. Among other methods, the Buyer may send notice of withdrawal from the purchase contract to the address of the Seller’s business premises or to the Seller’s e-mail address firstname.lastname@example.org.
5.3. In the event of withdrawal from the contract in accordance with art. 5.2 of the Business terms and conditions, goods must be returned to the Seller within 14 working days of the date of sending of notice of withdrawal from the contract to the Seller. Goods must be returned to the Seller unopened, undamaged and not exhibiting signs of wear and tear.
5.4. In the event of withdrawal from the contract in accordance with art. 5.2 of the Business terms and conditions, the Seller shall refund performance provided by the Buyer to the Buyer (apart from the amount representing additional costs for delivery of goods incurred as a result of the method of delivery chosen by the Buyer which is different to the cheapest method of standard delivery of goods offered by the Seller) within 14 days of withdrawal from the Purchase contract by the Buyer, this being in the same manner as that in which the Seller received this from the Buyer, unless the Buyer determines otherwise. If the Buyer withdraws from the Purchase contract, the Seller shall not be obliged to refund funds received from the Buyer before the Buyer returns the goods.
5.5. The Buyer acknowledges that if the goods returned by the Buyer are damaged, exhibit signs of wear and tear or are partially used, entitlement shall be created for the Seller to compensation by the Buyer for damage incurred by the Seller. The Seller shall be entitled to unilaterally set off entitlement to compensation for damage incurred against the entitlement of the Buyer to refund of the purchase price.
5.6. The Seller shall be entitled to withdraw from the Purchase contract at any time until the moment of acceptance of the goods by the Buyer. In such a case, the Seller shall refund the purchase price to the Buyer without unnecessary delay this being in a cashless manner to the account specified by the Buyer.
5.7. If a gift is provided to the Buyer together with the goods, the gift contract between the Seller and the Buyer is concluded with the resolutory condition that if the Buyer withdraws from the Purchase contract, the gift contract with regards to such a gift shall lose its effectiveness and the Buyer shall be obliged to also return the gift to the Seller together with the goods. No consumer rights can be exercised with regards to gifts which are provided completely free of charge.
5.8. The Buyer acknowledges that, in accordance with Section 1820 para 1 point g. they shall bear costs relating to return of goods in the event of withdrawal from the contract.
6.1. The method of delivery of goods shall be determined by the Seller, unless determined otherwise in the Purchase contract. If the method of transport is contractually agreed on the basis of request by the Buyer, the Buyer shall bear the risk and shall be liable for any additional costs which may be incurred in relation to this method of transportation.
6.2. If the Seller is obliged, on the basis of the Purchase contract, to deliver goods to a location determined by the Buyer in the order, the Buyer shall be obliged to accept the goods on delivery. If the Buyer fails to accept the goods on delivery, the Seller shall be entitled to demand a storage fee in the amount of CZK 200 (in words: two hundred Czech crowns) or the Seller shall be entitled to withdraw from the Purchase contract.
6.3. If, due to reasons lying on the side of the Buyer, it is necessary to deliver the goods repeatedly or in a different manner than that specified in the order, the Buyer shall be obliged to settle costs relating to repeated delivery of goods, or costs relating to the different method of delivery.
6.4. On acceptance of goods from the carrier, the Buyer shall be obliged to check the integrity of the packaging of the goods and in the event of any defects, to notify the carrier. If the packaging is impaired in any way indicating unauthorised interference with the consignment, the Buyer need not accept the consignment from the carrier. By signing the delivery note, the Buyer confirms that the packaging of the consignment containing the goods was intact.
6.5. Other rights and obligations of the parties in terms of acceptance of goods may be regulated for by the special delivery terms and conditions of the Seller if issued by the Seller.
7.1. The rights and obligations of the Contracting parties with regards to the liability of the Seller for defects, including warranty liability of the Seller, shall be governed by the respective generally binding legislation (in particular the provisions of Section 1914 to 1925, Section 2099 to 2117 and Section 2161 to 2174 Act no. 89/2012 Coll.,
7.2. The Seller shall be liable to the Buyer for the item sold complying with the Purchase contract, in particular for the item being free from defects. Compliance with the Purchase contract shall be understood to mean that the item sold exhibits the quality and utility properties required by the contract, described by the Seller, the manufacturer or their representative, or expected on the basis of advertising performed by them, or the quality and utility properties usual for an item of this type, that it corresponds to the requirements of the legislation, that it is provided in the appropriate quantity, scope or weight and that it corresponds to the purpose which the Seller specified for use of the item or which the item is usually used for.
7.3. If the item does not comply with the Purchase contract on acceptance by the Buyer (hereinafter referred to only as “non-compliance with the Purchase contract”), the Buyer shall be entitled to demand that the Seller bring the item into compliance with the Purchase contract free of charge and without unnecessary delay, this being according to the requirements of the Buyer either by replacement of the item or its repair; if such a course of action is not possible, the Buyer may request an appropriate discount on the price of the item or withdraw from the contract. This shall not apply if the Buyer knew of the non-compliance with the Purchase contract before acceptance of the item or caused the non-compliance with the Purchase contract. Non-compliance with the Purchase contract which exhibits itself during the course of the six (6) months from the date of acceptance of the item shall be regarded as non-compliance which already existed at the time of its acceptance, unless the nature of the item contradicts this or unless the opposite is proven.
7.4. If this is not a perishable item or a used item, the Seller shall be liable for defects which exhibit themselves as non-compliance with the Purchase contract after acceptance of the item within the warranty period (warrant). It is evident from the nature of the traded commodity (seeds) that the Seller shall be liable for the germinating capacity of the seeds until the expiry date specified on the bag.
7.5. The Buyer shall exercise the rights of the Buyer resulting from liability for defects, including warranty liability of the Seller, with the Seller at the address of its business premises at Husova 139, 55101 Jaroměř. The moment when the Seller receives the goods being claimed for from the Buyer shall be regarded as the moment the claim is made.
7.6. Černý shall be liable for the quality of the supplied seeds up to the level of the amount charged for the respective seeds. No other claims can be acknowledged. In the event of a claim, the bag from the seeds being claimed for which identifies the supplied batch of seeds must be attached to the claim.
7.7. Other rights and obligations of the parties relating to liability of the Seller for defects are regulated for the Seller’s claims regulations.
8.1. The Buyer acquires ownership of the goods by payment of the whole purchase price for the goods.
8.2. The Buyer acknowledges that the seed packs (so-called gardening packs) supplied do not have a picture of the cultivar and growing instructions on them. The Buyer agrees that they can find the required cultivation information on the Seller website and for this reason does not require statement of this information on the actual seed packs. This information not being stated on individual seed packs shall not provide grounds for claims and the Buyer fully accepts this state of affairs.
8.3. The Buyer acknowledges that the software and other components constituting the e-shop web interface (including photographs of the goods on offer) are protected by copyright. The Buyer undertakes to not perform any activity which could allow them or third parties to interfere in an unauthorised manner or to use in an unauthorised manner the software or other components constituting the e-shop web interface.
8.4. The Buyer shall not be entitled, whilst using the e-shop web interface, to use mechanisms, software or other procedures which could have a negative impact on operation of the e-shop web interface. The e-shop web interface may only be used in a scope which is not detrimental to the rights of the other customers of the Seller and which is in line with its designation.
8.5. The Buyer acknowledges that the Seller shall bear no liability for errors created as a result of interference by third parties in the website or as a result of use of the website at variance with its designation.
9.1. Protection of the personal data of the Buyer, who is an individual, is provided by Act no. 101/2000 Coll., on Personal Data Protection, as amended.
9.2. The Buyer agrees to processing of the following items of their personal data: name and surname, residence address, identification number, VAT number, e-mail address and telephone number (hereinafter all referred to jointly only as “personal data”).
9.3. The Buyer agrees to processing of personal data by the Seller, this being for the purposes of exercising the rights and obligations arising from the Purchase contract, for the purposes of administration of the User account and for the purposes of sending information and commercial messages to the Buyer.
9.4. The Buyer acknowledges that they are obliged to state their personal data (during registration, in their User account and when ordering via the e-shop web interface) correctly and truthfully and that they are obliged to inform the Seller without unnecessary delay of any change to their personal data.
9.5. The Seller may commission a third party, in their capacity as the processor, with processing of the Buyer’s personal data. Apart from the parties transporting the goods, personal data shall not be handed over to third parties by the Seller without the prior consent of the Buyer.
9.6. Personal data shall be processed for an indefinite period. Personal data shall be processed in electronic format in an automated manner or in printed format in a non-automated manner.
9.7. The Buyer confirms that the personal data provided is precise and that they have been instructed that this concerns voluntary provision of personal data.
9.8. If the Buyer were to suppose that the Seller or the processor (art. 9.5) is processing their personal data at variance with protection of the private and personal life of the Buyer or at variance with the law, in particular if the personal data is imprecise with a view to the purpose of its processing, the Buyer may:
9.8.1. ask the Seller or processor for explanation,
9.8.2. request that the Seller or processor remedy such a state of affairs which has arisen. This may in particular concern blocking, correction, supplementation or liquidation of personal data. If the Buyer’s request as specified in the previous sentence is deemed to be justified, the Seller or the processor shall remedy the defective state of affairs without delay. If the Seller or the processor fails to accommodate the request, the Buyer shall be entitled to directly contact the Office for Personal Data Protection. This provision shall not affect the right of the Buyer to directly contact the Office for Personal Data Protection with their complaint.
9.9. If the Buyer requests information about processing of their personal data, the Seller shall be obliged to provide this information to them. The Seller shall be entitled to request the appropriate reimbursement for provision of information pursuant to the previous sentence, this not being in excess of the costs which must be incurred for provision of the information.
10.1. The Buyer agrees to being sent information relating to the goods, services or business of the Seller to the Buyer’s e-mail address and also agrees to being sent commercial messages by the Seller to the Buyer’s e-mail address.
10.2. The Buyer agrees to saving of so-called cookies on their computer. If it is possible to make a purchase on the website and to meet the obligations of the Seller from the Purchase contract without so-called cookies being saved on the Buyer’s computer, the Buyer may at any time retract consent given in accordance with the previous sentence.
11.1. Unless agreed otherwise, all correspondence relating to the Purchase contract must be delivered to the other Contracting party in writing, this being by e-mail, in person or by registered post (whichever the sender chooses). Messages shall be delivered to the Buyer to the e-mail address specified in their User account.
12.1. If the relationship relating to use of the website or the legal relationship established by the Purchase contract contains an international (foreign) element, the parties agreed that the relationship shall be governed by Czech law. This shall not affect the rights of the Buyer resulting from the generally binding legislation.
12.2. The Seller is authorised to sell goods on the basis of a trade licence and the activity of the Seller is not subject to any other permit. The respective trade licencing office shall perform trade inspection in terms of its sphere of competence.
12.3. If any of the provisions of the Business terms and conditions is invalid or ineffective, or if any of the provisions becomes so, a new provision shall be applied instead of the invalid provision, the meaning of which is as close to the invalid provision as possible. The invalidity or ineffectiveness of one of the provisions shall not affect the validity of the other provisions. Changes and supplementations to the Purchase contract or Business terms and conditions must be made in writing.
12.4. The Purchase contract, including the Business terms and conditions, shall be archived by the Seller in electronic format and is not accessible.
12.5. Contact details for the Seller: postal address Husova 139, 55101 Jaroměř, -e-mail address email@example.com, telephone number +420 491 812 312.
In Jaroměř, on 1.1.2014