TERMS AND CONDITIONS - GENERAL TERMS AND CONDITIONS OF GASTRO PRODUCTION s.r.o. FOR ENTREPRENEURS AND PUBLIC AUTHORITIES
I.
Introduction
These General Terms
and Conditions form an integral part of all purchase or other agreements
concluded by GASTRO PRODUCTION s.r.o., ID No.: 00514161, with its registered
office at Zemědělská 500, ZIP Code 373 81 Kamenný Újezd, Czech Republic, as the
seller (hereinafter also referred to as the "Seller" or
"Contractor" or "Gastro") and buyers, who are primarily
entrepreneurs as defined in Section 420 of Act No. 89/2012 Coll., the Civil
Code, as amended, as well as state authorities and territorial self-governing
units. These General Terms and Conditions do not govern relationships with
consumers as defined in Section 419 of Act No. 89/2012 Coll., the Civil Code,
as amended.
Any explicit
provisions agreed upon in the purchase agreement that differ from these General
Terms and Conditions shall take precedence over the provisions of these General
Terms and Conditions.
II. Purchase Agreement, Contract for
Work, and Other Agreements
Under the purchase
agreement, the Seller undertakes to deliver a movable item (goods) specified
individually or by quantity and type and to transfer ownership of it to the
Buyer, who in turn undertakes to pay the purchase price. Under a contract for
work, the Contractor undertakes to perform a work at its own expense and risk
for the Client, who agrees to accept the work and pay the agreed price
(hereinafter the purchase agreement and contract for work are collectively
referred to as the "purchase agreement").
For the purposes of
these General Terms and Conditions, a purchase agreement also includes any
other contract under which Gastro is obligated to perform something, while the
other contracting party is obliged to provide a monetary payment to Gastro in
return.
The purchase
agreement must be in written form, and the respective declarations of intent do
not necessarily have to be made in the same document. The purchase agreement is
typically in the form of a confirmed order.
The Seller shall
confirm the Buyer’s order no later than five (5) working days after receiving
it.
Unless otherwise
agreed, the Buyer is required to specify, when placing an order, who is
authorized to receive the delivered goods and, if applicable, conclude the
purchase agreement. If this is not done at the time of ordering or such persons
are not specified in an attachment to the purchase agreement, the Buyer must
ensure that the purchasing person or the person receiving the goods is equipped
with a written power of attorney. If this is not provided, it shall be deemed
that the person presenting the Seller with the confirmed order from the Buyer
is authorized to purchase the goods from the Seller, and that the person
willing to accept the goods from the Seller and confirm its receipt is
authorized to do so on behalf of the Buyer.
III. Goods and Documents
Unless otherwise
agreed, the Seller shall supply goods in the usual execution.
If the applicable
Czech Technical Standards (ČSN) or ČSN EN allow for a material substitution and
the Buyer does not explicitly exclude this when ordering, the Seller is
entitled to deliver a corresponding substitute.
If the delivery of
goods is agreed upon with control documents (certificates) and the Seller does
not provide them along with the goods, the Seller shall deliver them as soon as
possible to the electronic address specified by the Buyer unless agreed otherwise.
IV. Packaging
The goods shall be
packed in a manner customary in commercial transactions, considering the method
of transportation, to ensure their preservation and protection during transit.
V. Delivery Time and Transfer of Risk
Unless a delivery
time has been agreed upon, the Seller is entitled to deliver the goods within
the timeframe stipulated in the purchase agreement or written order. If the
specific purchase agreement or order does not provide otherwise, the Seller may
deliver the goods before the agreed deadline and, in justified cases, in
partial shipments, which the Buyer is obliged to accept.
The goods shall be
considered delivered at the moment they are accepted by a person authorized on
behalf of the Buyer or handed over to the first carrier for transportation to
the Buyer. At this moment, the risk of damage to the goods transfers to the
Buyer if dispatch to the Buyer has been agreed upon.
VI. Place of Delivery
If agreed upon, the
Seller shall arrange for the goods to be dispatched to the Buyer. If the place
to which the goods should be dispatched is not specified in the individual
purchase agreement or order, the registered office of the Buyer shall be
considered the designated place. If the delivery location is not accessible by
commonly used freight vehicles, the Buyer must inform the Seller of this in the
order.
The Buyer must ensure
the presence of an authorized person to accept the goods at the agreed time and
place unless otherwise agreed.
If the goods, which
are to be picked up at the Seller's premises, are not collected within ten (10)
days after the agreed delivery date, the Seller is entitled to withdraw from
the individual purchase agreement.
VII. Purchase Price
The purchase price
agreed upon in an individual contract is fixed and cannot be changed without
the consent of both contracting parties.
If the goods are to
be delivered to a location other than the Seller’s registered office, the
Seller is entitled to transportation costs. If the transportation cost is not
agreed upon in the purchase agreement, the Seller is entitled to compensation
based on its usual practice, or if no such practice exists, at the customary
rate at the time of delivery, considering the method and nature of
transportation.
If, due to the
Buyer’s failure to fulfill its obligations, the goods must be re-delivered, the
Seller is entitled to transportation costs for the repeated delivery.
Provisions regarding
the payment of the purchase price also apply to the payment of transportation
and packaging costs, as well as any other services provided.
The Buyer is not
entitled to withhold, offset, or reduce the invoiced price for any reason,
including counterclaims.
VIII. Payment Terms and Set-Off
Unless otherwise
agreed, the purchase price is payable before delivery.
Unless otherwise
agreed, the purchase price may only be paid via cashless transfer to the
Seller’s account specified in the purchase agreement or communicated to the
Buyer in writing (e.g., in the invoice).
If the purchase price
is not paid before delivery, it is due within the payment term stated in the
invoice. The Seller determines the payment term based on the Buyer’s total
order volume and the duration of the business relationship.
If there is no
agreement on sending tax documents electronically, the Buyer acknowledges that
the Seller sends such documents as regular mail (not registered). If the Buyer
does not receive an invoice within five (5) days of receiving the goods, they
must notify the Seller immediately. Otherwise, the Buyer may not later claim
that the invoice was not received.
The purchase price is
considered paid when the funds are credited to the Seller’s designated account.
Failure to pay the
purchase price on time is considered a material breach of contract. The Seller
is entitled to a late payment interest of 0.05% of the outstanding amount per
day of delay. Additionally, the Seller has the right to suspend deliveries under
other contracts with the Buyer or withdraw from them.
Gastro is entitled to
unilaterally offset any advances or payments received from the other
contracting party against any outstanding debts owed to Gastro. Section 1987(2)
of the Civil Code is expressly excluded for the purposes of these General Terms
and Conditions.
IX. Liability for Defects
The Seller is liable
for defects in the goods at the time of delivery.
The Buyer must
inspect the delivered goods immediately upon receipt. In the case of visible
defects, the Buyer must record this on the relevant Seller’s document upon
receipt.
If defects are found,
the Seller shall either replace the goods or rectify the defects at no cost, at
the Seller’s discretion. The parties may also agree on a reasonable price
reduction.
If not agreed
otherwise, the Buyer loses the right to a refund if the defective goods are not
returned within 30 days of the complaint being acknowledged.
X. Force Majeure
Neither party shall
be liable for delays due to force majeure events such as fire, storm, flood,
earthquake, explosion, war, terrorism, sabotage, epidemic, quarantine, or
embargo. The affected party must inform the other party in writing without
undue delay.
If the force majeure
event continues for more than three (3) months, the other party may withdraw
from the contract.
XI. Agreement Related to Personal
Data Protection – GDPR
This provision of the
General Terms and Conditions addresses European legislation, specifically
Regulation (EU) 2016/679 of the European Parliament and Council of April 27,
2016, on the protection of individuals with regard to the processing of
personal data and on the free movement of such data, and repealing Directive
95/46/EC (GDPR), and contains basic information regarding the processing of
your personal data.
Who is the data
controller?
The data controller
is the entity that determines the purposes and means of processing personal
data, either alone or in conjunction with others. The data controller is our
company, GASTRO PRODUCTION s.r.o., VAT number: 00514161, with its registered
office at Zemědělská 500, 373 81 Kamenný Újezd, Czech Republic (hereinafter
referred to as the "controller"). You can contact the controller via
the online form on our website www.gastro.cz.
For what purposes
do we need personal data?
The controller
processes personal data for the following purposes: a) to ensure the conclusion
and subsequent performance of the contractual obligation between the controller
and you (Article 6, paragraph 1, letter b) of the GDPR). Such a relationship gives
rise to further legal obligations, and the controller must process personal
data for this purpose as well (Article 6, paragraph 1, letter c) of the GDPR);
b) to protect its legitimate interests (Article 6, paragraph 1, letter f) of
the GDPR), which primarily include:
selection of
appropriate business partners.
What are our
legitimate interests?
The controller
processes personal data to protect its legitimate interests. The legitimate
interests of the controller primarily include the proper fulfillment of all
contractual obligations, the proper fulfillment of all legal obligations, and
the protection of the controller’s business and assets. To ensure the highest
level of protection for your privacy, you have the right to object to the
processing of your personal data exclusively for essential legal reasons or to
have the personal data blocked. You can read more about your rights related to
the processing of personal data in section 10 of this provision.
How were the
personal data obtained?
2.3.1. The controller
obtained personal data directly from you, mainly from filled-out forms, mutual
communication, or concluded contracts. Additionally, personal data may come
from publicly available sources, registers, and records, such as the commercial
register, debtor registers, professional registers, etc.
What categories of
personal data are processed?
2.4.1. To fulfill
contractual and legal obligations and for the other purposes listed above, the
controller processes the following categories of personal data:
a) basic
identification data – e.g., name, surname, date of birth, home address, social
security number, place of birth; b) contact data – e.g., phone number and email
address; c) transactional data – e.g., bank account number.
What is the legal
basis for processing personal data?
2.5.1. The legality
of processing is based on Article 6, paragraph 1 of the GDPR, according to
which processing is lawful if it is necessary for the performance of a
contract, for compliance with a legal obligation of the controller, for the
protection of legitimate interests of the controller, or if processing is based
on consent you have provided. The legal obligations of the controller arise,
for example, from Act No. 563/1991 Coll., on Accounting, under which invoicing
data is processed and stored, from Act No. 89/2012 Coll., the Civil Code, under
which the controller protects its legitimate interests, from Act No. 235/2004
Coll., on Value Added Tax, or from legal regulations governing labor law,
social security, and health insurance, under which the controller processes
personal data in payroll matters.
Will personal data
be transferred to anyone else?
2.6.1. Personal data
must be provided to state authorities within the legal limits, such as tax
authorities, courts, institutions involved in social security and health
insurance, bailiffs, or criminal law authorities.
Personal data may be
transferred to a contracted processor, particularly providers of accounting
services, tax advisors, or legal representatives.
Will personal data
be transferred to a third country or international organization?
2.7.1. Your personal
data is processed within the Czech Republic.
How long will
personal data be stored?
2.8.1. Personal data
from contractual relationships will be processed and stored for at least the
duration of the contract. Some personal data, such as those needed for tax and
invoicing obligations, will be stored for a longer period, for example, 10 years
starting from the year following the occurrence of the stored fact.
2.8.2. Personal data
from payroll matters will be stored for the period specified by applicable
legal regulations, which may be, for example, 30 years in the case of payroll
records.
2.8.3. Personal data
essential for asserting the legitimate interests of the controller will be
stored only for the necessary period during which the legitimate interests of
the controller can reasonably be expected to be pursued, but at least for three
years for personal data of individuals who have provided consent to the
processing of personal data, unless the consent specifies a longer duration.
2.8.4. Personal data
will not be stored longer than the maximum period prescribed by law. After the
retention period has expired, personal data will be securely and irreversibly
destroyed to prevent any misuse.
What are your
rights related to the processing of personal data and how can you exercise
them?
2.9.1. The controller
makes every effort to ensure that your data is processed properly and securely.
You are guaranteed the rights described in this section, which you can exercise
with the controller.
How can you
exercise your rights?
You can exercise your
rights by filling out the online form on our website www.gastro.cz. You may also
exercise your rights by sending a written request to our address Zemědělská
500, 373 81 Kamenný Újezd.
The controller
provides all responses and statements regarding your exercised rights free of
charge. However, if the request is manifestly unfounded or excessive,
particularly because it is repeated, the controller may charge a reasonable fee
reflecting the administrative costs associated with providing the requested
information. In the case of repeated requests for copies of processed personal
data, the controller reserves the right to charge a reasonable fee for
administrative costs.
The controller will
provide a response and any information on the actions taken as soon as
possible, but no later than within one month. The controller may extend the
deadline by two months if necessary, considering the complexity and number of
requests. You will be informed of the extension and the reasons for it.
Right to
Information about the Processing of Your Personal Data
You have the right to
request information from the data controller about whether your personal data
is being processed. If your personal data is being processed, you have the
right to request information, including the identity and contact details of the
data controller, the purposes of the processing, the categories of personal
data being processed, the recipients or categories of recipients of the data,
the rights available to you, the possibility of appealing to the Data
Protection Authority, the source of the personal data, and whether automated
decision-making and profiling is taking place.
If the data
controller intends to further process your personal data for a different
purpose than initially collected, they will provide you with information about
this new purpose and any additional relevant information before proceeding. The
information provided to you through the exercise of this right is already
included in this memorandum, but this does not prevent you from requesting it
again.
Right of Access to
Personal Data
You have the right to
request whether your personal data is being processed and, if so, to access
information on the purposes of processing, the categories of personal data
involved, the recipients or categories of recipients, the retention period,
your rights (such as the right to request correction or deletion, restriction
of processing, or objection to processing), the right to lodge a complaint with
the Data Protection Authority, the source of the data, whether automated
decision-making or profiling is being used, and details on the methods employed
and the expected consequences of such processing. You have the right to request
copies of your personal data being processed. However, this right may not
adversely affect the rights and freedoms of others.
Right to
Rectification
If, for example,
there is a change in your address, phone number, or any other personal data,
you have the right to request that the data controller corrects your personal
data. You also have the right to supplement incomplete personal data, including
by providing additional declarations.
Right to Erasure
(Right to be Forgotten)
In certain
circumstances, you have the right to request the erasure of your personal data.
For example, this applies if the personal data is no longer necessary for the
purposes for which it was collected. The data controller will delete personal
data after the necessary retention period has expired, but you may request this
at any time. Your request will be individually assessed (even if you have the
right to erasure, the data controller may have an obligation or legitimate
interest to retain your personal data), and you will be informed about the
outcome.
Right to Restrict
Processing
The data controller
processes your personal data only to the necessary extent. However, if you
believe that the data controller is processing your data beyond the specified
purposes, you can request that your personal data be processed solely for the
minimum legal reasons or be blocked. Your request will be individually
assessed, and you will be informed about the outcome.
Right to Data
Portability
If you wish the data
controller to provide your personal data to another data controller or company,
the data controller will transfer your personal data in an appropriate format
to the entity you specify, provided there are no legal or significant obstacles.
Right to Object
and Automated Individual Decision-Making
If you discover or
believe that the data controller is processing your personal data in violation
of your privacy rights or legal regulations (assuming the data is processed
based on public or legitimate interest, or for direct marketing purposes,
including profiling, statistical, scientific, or historical purposes), you can
contact the data controller to request an explanation or removal of the
problematic situation. You can also object to automated decision-making and
profiling.
Right to Lodge a
Complaint with the Data Protection Authority
You may at any time
submit a complaint or concern regarding the processing of your personal data to
the supervisory authority, the Data Protection Authority, located at Pplk.
Sochora 27, 170 00 Prague 7, or via their website at https://www.uoou.cz/.
Right to Withdraw
Consent
If your personal data
is being processed based on consent, you have the right to withdraw that
consent at any time. You can do so by filling out an online form on our website
at www.gastro.cz or by post at
our address Zemědělská 500, 373 81 Kamenný Újezd.
Are Personal Data
Automatically Evaluated?
2.10.1. Personal data
is not automatically evaluated or used for profiling or automated
decision-making.
This section of the
privacy policy outlines the basic information that we, as the data controller,
are obligated to provide. If you have any questions regarding the processing of
your personal data, you may contact us via the online form on our website www.gastro.cz.
Final Provisions
Legal relationships
arising between the two contracting parties based on the concluded purchase
contract are governed by the provisions of Act No. 89/2012 Coll., the Civil
Code. For disputes arising from the concluded contract that are not settled by
agreement between the parties, the local court for Prague 3 has jurisdiction.
The parties further agree that legal relationships between them are governed by
Czech law, excluding the conflict of law provisions of the Czech Republic and
the conflict of law provisions of the state of the other party's domicile. The
purchase contract can only be changed or supplemented by written amendments.
However, the seller reserves the right to change the General Terms and
Conditions. The buyer has the right to reject the change to the General Terms
and Conditions within 15 days of receiving the notice; otherwise, it is assumed
that they agree to the change. If the seller does not inform the buyer within 7
days after the rejection that the proposed changes to the General Terms and
Conditions have been withdrawn, the buyer has the right to terminate the
contractual relationship with the seller within 14 days. If the buyer does not
do so after the deadline, it is assumed that they accept the change, and the
rejection is disregarded. These General Terms and Conditions apply to all
deliveries of goods agreed upon after their publication. These General Terms
and Conditions are effective from September 1, 2018, and the effectiveness of
the previous General Terms and Conditions ends with the effectiveness of these
General Terms and Conditions.