General Terms and Conditions
- GENERAL PROVISIONS
- These General Terms and Conditions (hereinafter referred to as “GTC”) constitute an integral part of the contract for storage and related services (hereinafter referred to as “Contract”), on the basis of which Authentica, s.r.o, IČO 268 83 082, with its registered office at Vídeňská 102/113, Dolní Heršpice, 619 00 Brno, registered in the Commercial Register kept by the Regional Court in Brno, Section C, Insert 43287 (hereinafter referred to as the “Warehouseman”) undertakes to provide comprehensive logistics outsourcing services to any legal entity or self-employed natural person (hereinafter referred to as the “Warehouseman”) in the scope and quality agreed in the Contract and the Warehouseman undertakes to pay the Warehouseman the price agreed in the Contract for these services.
- The contract constitutes a storage contract within the meaning of Section 2415 et seq. of the Civil Code, a forwarding contract within the meaning of Section 2471 et seq. of the Civil Code and a contract for other services not expressly regulated by law.
- By signing the Agreement, the Depositor confirms that he/she has read the text of these GTC and agrees to be bound by their provisions. The GTC (as well as the Price List of Services) form part of the content of the Contract in accordance with the provisions of Section 1751 et seq. of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the “CC”).
- The wording of the GTC may be changed or supplemented by the Warehouseman. All changes and amendments to these GTC require a written form to be effective. The Warehouseman must be notified in writing of changes to the GTC well in advance, but at least 30 (in words: thirty) calendar days before their effective date. If the Publisher does not agree with the new version of the GTC, it has the right to terminate the Agreement within 14 (fourteen) calendar days from the date of delivery of the new version of the GTC. Upon the expiry of this period, the Publisher shall be deemed to have accepted and agreed to the new version of the GTC and shall be bound by the new version of the GTC as of its effective date.
- Provisions deviating from the GTC may be agreed in the Contract. Deviating provisions in the Contract take precedence over the provisions of the GTC.
- THE RANGE OF SERVICES PROVIDED
- The Warehouseman provides comprehensive logistics outsourcing services (hereinafter referred to as “Services”), in particular:
2.1.1 acceptance of the shipment at the place of performance
- opening the shipment and a cursory visual inspection of the goods received
- storage of goods
- assembly of goods into final form
- picking goods into packages for the Depositor’s clients
- labelling of goods and packages
- the provision (and not the performance) of transport services consisting of the carriage of a package of goods to the end user of the goods
- handing over the package of goods to the carrier selected by the Depositor to provide transport services
- receipt of goods returned for any reason or claimed by the client of the Depositor or the Carrier to the place of performance and their storage.
- The Warehouseman also provides the Warehouseman with value-added services (hereinafter referred to as “VAS”) such as EAN code marking, identification plate, special packaging materials and others, where such VAS must be expressly agreed in the Contract or otherwise demonstrably ordered by the Warehouseman beyond the scope of the agreed services. SPH shall be charged and billed in excess of the price for services as set out in the Price List.
- The Warehouseman shall provide services to the Depositor in a proper, timely manner and in accordance with the terms of the Agreement and these GTC and shall act with due professional care and in accordance with the instructions given by the Depositor and applicable legal standards when providing services.
- METHOD OF ORDERING SERVICES
- Upon conclusion of the Contract, the Warehousekeeper shall provide the Warehousekeeper with access to its information system relating to logistics processes (hereinafter referred to as the “E-portal”).
- The Publisher is obliged to place orders for individual services electronically exclusively via the E-portal. Each order must contain the information necessary to process the order for the specific service. For the receipt of a shipment of goods, this includes in particular the following information: name of the supplier, name of the goods, goods identifier (ID), barcode (EAN), variants of the goods, number of pieces, expiry date.
- The Warehouseman is entitled to unilaterally cancel or modify an individual service order in the E-portal in whole or in part only until the physical receipt of the goods by the Warehouseman.
- Upon receipt of the order, the warehouseman shall verify that the order has all the agreed requirements. If the order has all the requisites, the Warehouseman shall confirm the order to the Depositor.
- If the order does not have all the agreed requirements, the Warehouseman shall notify the Depositor of this fact. If the Warehouseman does not amend the Order within 24 (in words: twenty-four) hours from the receipt of the notification, the Warehouseman shall not be obliged to provide the services specified in such Order.
- In the event that the Warehouseman rejects the order, the Warehouseman may send to the Depositor, together with the notice of rejection of the order, its binding offer containing a price proposal and a term for the provision of services. If the Warehouseman does not confirm or reject the Order within 48 (in words: forty-eight) hours after receipt of the Order, the Order is hereby deemed to be rejected.
- The Warehouseman shall be entitled to refuse an order for the carriage of goods if the Warehouseman is in default in the payment (even in part) of any tax bill for the price of the services rendered or there is a reasonable apprehension that the Warehouseman will not pay the price.
Acceptance of goods
4.1 The Warehouseman or the supplier of the goods sends the consignment, which is subject to storage or transport, to the Warehouseman’s premises at Syrovice, Prologis Hall DC1, entrance F, Syrovice 688 (hereinafter referred to as the “Warehouse”).
4.2 The warehouseman takes over the shipment with the goods to be stored or transported on the basis of a loading order in the E-portal.
4.3 The Warehouseman shall take over the goods to be taken over for storage from the Depositor during the operating hours of the Warehouse (working days from ____ hours to _____ hours). The Goods must be delivered no later than 1 (in words: one) hour before the end of the stated operating hours. The Warehouseman shall only be obliged to take over the goods for storage during the Warehouse’s non-operating hours if the Warehouseman is notified in advance in writing of the request to take over the goods at a different time and confirms the requested time in writing.
4.4 Upon receipt of the goods for storage, the Depositor is responsible for unloading the goods from the means of transport.
4.5 The warehouseman shall inspect the received consignment with regard to the number and quantity of the delivery within a reasonable period of time, but no later than 2 (in words: two) working days after receipt of the consignment.
4.6 The warehouseman, when taking over the goods, checks the conformity of the quantity of goods handed over with the documents for the goods (delivery note) and usually also the packaging of the goods and the marking of the goods. However, the warehousekeeper is not obliged to check the correctness of the packaging of the goods and their marking when taking delivery of the goods and does not confirm the correctness of the packaging of the goods and their marking by confirming the delivery note or by issuing another confirmation of receipt of the goods. The Warehouseman shall verify the quantity of goods received according to the declared number of pieces of goods on the pallet, in the container or other packaging in which the goods are received. Unless the check of the goods is specifically ordered by the Depositor, the Warehouseman shall not verify the number of pieces of goods in the packages in which the goods are received and the receipt issued by him shall confirm exclusively the receipt of the number of total packages of goods, not the number of individual pieces of goods in the packages received. The warehousekeeper also does not verify at the time of acceptance, nor does he confirm on the receipt, the conformity of the declared kind, type or quality of the goods with the actual contents of the package. The Warehouseman shall be entitled (but not obliged) to point out any defects in the packaging, labelling, quantity or quality of the goods to the Warehouseman at any time after receipt of the goods and to request the Warehouseman to remedy them, and if the Warehouseman fails to remedy the defects within a reasonable time, the Warehouseman shall be entitled to remedy the defects in the packaging or labelling at the Warehouseman’s expense. If defects in the quantity or quality of the goods are found, the Warehouseman shall issue a corrected receipt and shall, as a rule, inform the Warehouseman in writing of the defects found.
4.7 If the goods are labeled, assembled from individual components or other non-standard action is required as part of their receipt, the Warehouseman shall immediately inform the Depositor of the date of loading of the consignment. In the event that the goods are not properly labelled, the Warehouseman reserves the right to mark them with its own barcodes. The costs of marking the goods shall be borne by the Depositor.
- The warehouseman is entitled not to take delivery of the goods:
4.8.1 if the order to stock the goods is not properly placed in the E-portal;
4.8.2 if it considers that the consignment shows signs of damage at first sight which may affect the appearance or functionality of the goods or the non-shipping packaging;
4.8.3 if the adhesive tape preventing the opening of the packaging is damaged;
4.8.4 if the Warehouseman has unpaid claims against the Depositor after the due date;
4.8.5 exceeds the dimensional and weight limits set by the Warehouseman;
4.8.6 it contains firearms, ammunition, gunpowder, matches, ammunition, explosives, combustibles, dangerous chemicals, narcotic and psychotropic substances, biological or nuclear material, or other similar substances and things which are restricted in their handling and manipulation or are dangerous by their nature;
4.8.7 containing goods that are not protected, packaged or secured in a manner appropriate to their weight, shape, properties or nature (character) or containing goods that could damage other shipments or could damage the transport and transport equipment of the Warehouseman or carrier or could be damaged by the equipment used or goods that could endanger the life, health or property of the Warehouseman or carrier or their employees. This provision shall also apply if these characteristics or the nature (character) of the consignment, the inadequacy or unsuitability of its packaging or its securing, etc. become apparent during the transport of the consignment, or after its physical receipt by the Warehouseman or carrier. The Warehouseman or the carrier authorized by him shall have full discretion as to the manner of further handling of such shipment. In such cases, the Warehousekeeper shall unreservedly accept the legitimacy of the actions of the Warehousekeeper or the carrier authorised by it, including the completeness, sufficiency and indisputability of the evidence (in particular photographic documentation) provided to the Warehousekeeper by the Warehousekeeper or the carrier authorised by it in such matter.
4.8.8 containing live animals and organisms, plants or any biological material; containing temperature-controlled goods, plants, perishable goods (e.g. perishable foodstuffs);
4.8.9 if the parcel is sent COD.
Manipulace se zbožím
4.9 The Warehouseman undertakes to handle the goods only for the purpose of loading, unloading, assembling, packing the goods, and only within the Warehouse. Handling means the movement of goods within the Warehouse.
Storage of goods
4.10 The goods are stored exclusively in the premises operated by the Warehouseman.
4.11 The climatic conditions of the Warehouseman’s warehouse premises are maintained within the range of values that allow the storage of common types of goods. The Warehousekeeper shall be entitled to order the loading of only such goods as can be stored in the climatic conditions of the Warehousekeeper’s warehouse premises.
4.12 The Depositor may visit the Warehouse and inspect the stored Goods by prior appointment by email. The date of the visit to inspect the Goods shall be determined by the Warehouseman. The Warehouseman shall assign an appropriate number of Warehouse personnel to accompany the Warehouseman, show the Goods to the Warehouseman and otherwise assist the Warehouseman in the inspection. The Warehouseman shall not be present in the Warehouse except in the company of his assigned Warehouse employee. The Depositor shall comply with the safety and fire rules of the Warehouse and the instructions of his assigned Warehouse employee.
4.13 In the event that the inspection of the goods could result in damage to the goods, their packaging or risk of damage to other stored goods or the Warehouse, the Warehouseman is entitled not to allow the Warehouseman to inspect the goods or to terminate the inspection. The Warehousekeeper is also entitled not to allow the Warehousekeeper to inspect the goods for other important reasons, in particular because of an ongoing audit, inspection, inventory or increased risk of injury or damage. The Warehouseman shall be solely responsible for any damage caused to the goods during the inspection.
4.14 The warehouseman shall take an inventory of the goods at the request of the Depositor. The inventory is carried out once a year for the Warehouseman free of charge. Each additional inventory carried out at the request of the Depositor is charged according to the price list.
5. PACKING OF GOODS
Completion of goods
- Completion of goods means:
- placing one or more items of goods in a single transport package;
5.1.2 insertion of the required printed materials (invoices, warranty certificates, delivery notes, etc.) into the shipping container.
2.2 The warehouseman assembles the goods in order to create the shipment. The shipment is completed from the goods listed in the transport order. If there is a free space between the goods and the shipping container of the shipment, the Warehouseman may use filler material to prevent free movement of the goods inside the shipment.
5.3 If required by the Shipper based on the specifications set forth in the Contract or as a condition of transportation by the Contract Carrier, the Warehouseman:
- pack shipments in paper or foil packaging;
- binds the shipment with polyethylene tape;
- tape all joints of the packaging with paper or plastic tape. The tape may be marked with the Warehouseman’s company logo.
5.4 The warehousekeeper is entitled to mark the consignment with an identifying adhesive label containing the information necessary for the delivery of the consignment to the consignee, in particular:
5.4.1 name, surname, address, telephone number of the recipient;
5.4.2 name, address of the Warehouseman;
5.4.3. name, address of the Depositor;
5.4.4 the amount of the cash on delivery.
5.5 If the Depositor requests not to stick the identification label directly on the product packaging of the goods, this service is specified in the Contract. In this case, the goods are placed in the transport packaging, the label is stuck on the packaging.
5.5 During the season from 15 November of the calendar year to 15 January of the following year, the delivery time to the carrier is automatically extended by +24 hours. During the Christmas holidays from 24 December to 1 January, dispatch may be limited and only possible by individual agreement.
- TRANSPORT OF SHIPMENTS
Shipment transport order
6.1 The Depositor orders shipments from the Warehouseman electronically in the E-portal, independently of the order for loading of goods. The Warehouseman is entitled to unilaterally cancel or change the order in the E-portal in whole or in part only until the order is in the “for picking” status.
6.2 The order usually contains information on the type of goods (and other markings), number of pieces, COD, shipping method and delivery address, which is printed on an identification label and stuck on the parcel.
6.3 It is possible to create a shipment order in advance, even if the required goods are not in stock. In this case, the shipment order is waiting for the goods to be stocked.
6.4 If the Depositor requires the delivery of the shipment to the carrier on the day of the transport order, this order must be entered into the E-portal no later than 1:00 p.m. on the working day of the transport order. However, the Warehouseman shall not be liable for any damages caused to the Warehouseman or other parties due to the failure to comply with the above-mentioned customary deadline.
Delivery of the parcel
6.5 The warehouseman usually arranges delivery of the shipment in the Czech Republic on the next working day from the date of handing over the shipment to the carrier. However, the Warehouseman shall not be liable for any damages caused to the Warehouseman or other parties due to failure to comply with the said usual time limit.
6.6 The warehouseman arranges (and not performs) transportation services consisting of transporting the shipment from the warehouse to the consignee of the shipment.
6.7 The carrier is entitled, but not obliged, to contact the recipient by telephone to arrange a delivery date.
6.8 The consignment shall be handed over to the consignee or to a competent person whose identity is not in doubt. The consignee or the competent person shall acknowledge receipt of the consignment by signing the document provided for that purpose.
6.11 On the basis of the specification in the contract, the Warehouseman may require the consignee to sign documents specified by the Warehouseman prior to delivery of the consignment.
6.12 If cash on delivery is requested in the shipping order, the shipment will be delivered against cash in the amount of the cash on delivery.
6.13 The person who delivers the consignment is not obliged to participate in the inspection of the contents of the consignment at the time of delivery by the consignee.
Undelivered and rejected shipments
6.14 If the parcel is not delivered on the first attempt, a second delivery attempt is usually made by courier. If the parcel is not delivered on the second attempt, it is returned to the Warehouse.
6.14 In the case of postal transport, after an unsuccessful first attempt, the parcel is deposited at the relevant post office, where the recipient may collect it within 14 (in words: fourteen) calendar days from the date of the deposit of the notification. If the recipient fails to collect the shipment within 14 (fourteen) calendar days, the shipment is returned to the Warehouse.
6.15 If the recipient refuses to take delivery of the consignment, the person carrying out the delivery shall enter the reason for the refusal in the document designated by the Warehouseman for this purpose, and only if the recipient informs him of it. The returned shipment is stacked and registered in the E-portal as undelivered with the reason for non-delivery.
6.16 In case of undeliverability of the consignment, in case of refusal of the consignment by the consignee or in the absence of the consignee, the extra costs incurred (e.g. for return delivery of the consignment, delivery at a time other than the usual time of delivery, for disposal of the consignment, storage costs, etc.) will be prescribed for payment to the Depositor, who undertakes to pay them according to the instructions of the Warehouseman without reservation. All charges, fees, costs, expenses, extra costs, damages, etc. related to the procurement or performance of the shipment shall be paid by the Warehouseman without reservation. The provisions of Section 1769 CC shall apply in the alternative.
Cash on delivery
6.17 In the case of an order for the transport of a shipment for which a cash on delivery is required, the Warehouseman shall ensure the receipt of cash in the amount of the cash on delivery in addition to handing over the shipment to the recipient.
6.18 The Warehousekeeper is obliged to transfer the amount of the cash on delivery to the account of the Depositor specified in the Contract without undue delay, but no later than within 14 (in words: fourteen) calendar days. Transfer shall be understood as debiting the amount from the Warehouseman’s account.
- Cash on delivery is an additional service in relation to the services provided under the Contract.
6.20 Insurance of transported shipments is governed by the terms and conditions of the respective carriers.
- The price of services is specified in the price list of the Warehouseman, which is an annex to the Contract.
7.2 Value added tax will be added to the price and will be charged in accordance with the legislation in force at the date of issue of the tax invoice.
- PAYMENT TERMS
- The price is payable within the period specified in the tax document.
- The warehouseman is entitled to issue the tax document at the earliest on the day of the taxable transaction. The tax document shall be sent by email to the address of the Warehouseman specified in the Contract no later than 3 (in words: three) working days after its issue.
- The tax document must contain the particulars set out in Act No. 235/2004 Coll., on Value Added Tax, as amended. The depositor is entitled to return the tax document without undue delay, but no later than 5 (in words: five) working days from the date of its delivery, if it does not meet the requirements laid down in the above-mentioned Act or contains obvious inaccuracies. Together with the returned tax document, the Publisher is obliged to state in writing the reason for such return. In such case, the Warehouseman shall be obliged to correct the tax document or issue a new one. The maturity of the new or corrected tax document is 14 (in words: fourteen) calendar days from the date of its issue, in case of delay in returning it within the aforementioned period, the maturity is 7 (in words: seven) calendar days.
- The Depositor agrees to pay the Seller’s tax bills when due. The Depositor’s obligation to pay the tax bill shall be deemed to be fulfilled when the amount stated in the tax bill is credited in full to the Depositor’s account.
- Payments received from the Depositor shall be credited first to interest and then to principal.
- In the event of the Depositor’s delay in payment of the Warehouseman’s tax document, the Warehouseman shall be entitled to demand from the Depositor the payment of interest on late payment at the rate of 0.1% (in words: one tenth of one percent) of the amount due for each day of delay. The Warehousekeeper shall also be entitled to demand from the Depositor payment of all costs and fees related to the recovery of its claim, in particular costs related to the provision of legal services.
- In the event of the Depositor’s default in payment of its obligations arising from or in connection with the Contract, the due date for payment of the credits collected from transportation services arranged by the Warehouseman shall be extended by the period of the Depositor’s default, i.e. until the Depositor’s obligations are paid in full. In the event that the Warehousekeeper is in default in the payment of any tax invoice for the price of services rendered, the Warehousekeeper shall be entitled to unilaterally set off its outstanding receivables from the Warehousekeeper, the payment of which has been delayed by the Warehousekeeper for more than 10 (in words: ten) business days, against the Warehousekeeper’s receivables from the Warehousekeeper for any COD amounts collected upon delivery of COD shipments from end customers. The Warehouseman shall notify the Depositor in writing of any set-off.
- LIEN AND PLEDGE
- In the event of the Depositor’s default in payment of any tax document of the Warehouseman exceeding 5 (in words: five) working days from the due date, the Warehouseman shall be entitled, without any prejudice or default in the performance of its obligations, to limit or completely suspend the provision of services under the Agreement without prior notice until all debts of the Depositor have been paid and the funds credited to the Warehouseman’s account. The Warehousekeeper shall promptly notify the Depositor of the restriction of services. At the same time, the Warehouseman shall be entitled to exercise a right of retention over the Warehouseman’s goods (hereinafter referred to as the “Right of Retention”).
- The Warehouseman is further entitled to exercise a lien on the shipment to secure the Warehouseman’s debts under the Contract, including the GTC, as long as the shipment is in his possession or in the possession of someone holding it on behalf of the Warehouseman, or as long as he has documents authorizing him to dispose of the shipment (hereinafter referred to as the “Lien”).9.3 Zadržovací právo může Skladovatel vykonat jak z titulu zajištění úhrady svých splatných pohledávek za Ukladatelem, tak i pohledávek nesplatných, je-li důvodná obava, že nebudou Ukladatelem uhrazeny, a Ukladatel na výzvu Skladovatele neposkytl patřičnou jistotu.
9.4 In exercising the Lien and the Lien, the Warehouseman shall proceed in accordance with the provisions of § 1395 and § 1359 et seq. of the CC. The Warehouseman is not obliged to sell the goods at public auction within the meaning of § 1360 CC. On the other hand, the parties agree to sell the goods in a different manner when exercising the Lien or the right of retention. When exercising its right to sell them in another way, the Warehouseman may use the services of a certified auctioneer or sell the goods in a direct private sale, provided that the standard of the selling price at which a comparable item can normally be sold under comparable circumstances at a given place and time is observed.
- When both rights (Lien and Lien) coincide, it is up to the Warehouseman which way to monetize the shipment.
- LIABILITY FOR DAMAGES
10.1 The Warehouseman shall be liable to the Depositor for actual damage caused to the goods and consignments during the storage of goods, handling of goods, packaging and transport of consignments. Actual damage shall be deemed to be the amount by which the actual value of the consignment is reduced due to the damage event, usually the purchase price of the goods. The Warehouseman shall not be liable to the Depositor or any third party for any loss of profit or other damages (e.g. indirect damages) that may arise in connection with the provision of the services.
- The warehouseman shall not be liable for damage to the goods received (including extra costs, lost profits, contractual fines, penalties, etc.):
10.2.1 which he could not have avoided even with the exercise of ordinary care in warehousing services or where the breach of his obligations was caused by circumstances excluding his liability;
- arising in connection with the carriage of a shipment that has been delivered to him in violation of the provisions of generally binding regulations or these GTC;
- caused by the Depositor or the consignee of the shipment or the supplier of the goods.
- caused by defective or inadequate packaging or securing of the shipment, or improper packaging or securing of the shipment;
- caused by failure to mark or incorrect or inadequate marking of the consignment;
- the result of combining multiple consignments into a single unit with a single barcode;
- caused by a defect or characteristic of the consignment or by its inherent nature, even if any of these only became apparent during transport of the consignment;
- arising at a time when the shipment was not under the control of the Warehouseman;
- arising as a result of damage, destruction or loss of the consignment or as a result of non-observance of the usual transport time or late delivery of the consignment.
10.3 The warehouseman shall not be liable for damage to the goods or consignments received if the damage could not have been prevented by the exercise of ordinary care. The Warehouseman acknowledges that in the normal operation of logistics services, deterioration or loss of goods may occur, even with the exercise of professional care by the Warehouseman. The Warehousekeeper and the Warehousekeeper agree that the acceptable amount of such deterioration is 0.25% of the total volume of goods received for storage in the period since the goods were loaded or since the last inventory.
10.4 The Warehouseman’s obligation to indemnify the Contract is limited:
10.4.1 in all cases, an amount equivalent to SDR 20,000 per claim or multiple claims having the same cause of loss, or
10.4.2 in the event of loss, destruction or damage to goods during the provision of the Service, an amount equivalent to SDR 8.33 per kg gross weight of the lost, destroyed or damaged shipment.
10.5 The responsibility for the transport of breakable and liquid products lies with the Depositor. The packaging of these goods shall be carried out in accordance with a packaging code supplied by the Depositor and mutually agreed. The price of this packaging is individual and may be changed by the Warehouseman at any time after agreement of a new packaging code.
10.6 The Depositor shall be liable for damages caused to the Warehouseman or third parties due to breach of the Depositor’s obligations under these Terms and Conditions or the Contract
11.1 The entitled person is obliged to claim the defects found and to claim the right to compensation from the Warehouseman only in writing and within the specified time. The Warehousekeeper is obliged to require the consignee to visually inspect the consignment upon receipt. The consignee shall be obliged to record any apparent damage or partial loss of the consignment immediately upon receipt from the carrier in the carrier’s designated document. Subsequent claims will not be considered by the Warehouseman. In the case of damage apparently imperceptible on receipt of the consignment, the claim periods shall be governed by the relevant regulations applicable to contracts for the carriage of goods. Incompleteness of the consignment or any other violation thereof shall also be considered as damage. The Warehouseman must be given the opportunity to satisfy himself personally as to the extent and nature of the damage, and further handling of the damaged consignment must be carried out in accordance with the Warehouseman’s instructions. The Warehouseman shall not be liable for the carriers and any claims against carriers shall be made by the Warehouseman in its own name on behalf of the Depositor. When making claims against the carrier, the Depositor shall be obliged to cooperate with the Warehouseman (in particular to provide documents relating to the shipment as supporting documents for claims against the carrier – e.g. documents on the purchase price of the shipment, etc.). Claims against carriers shall be governed by the relevant regulations applicable to contracts for the carriage of goods.
11.2 The Depositor shall be fully liable for any damage incurred by the Warehouseman or the carrier if the Warehouseman or the carrier delivers for transport a shipment that does not meet or violates the requirements of these GTC, including any costs incurred by the Warehouseman or the carrier in this connection. Any such costs incurred by the Warehouseman or carrier (e.g. disposal of goods) shall be promptly paid by the Depositor upon demand by the beneficiary. Neither the Warehousekeeper nor the carrier authorised by him shall be liable to the beneficiaries for damages incurred in connection with the carriage of consignments which may have been delivered to them in violation of the provisions of the generally binding regulations or these GTC, and such damages shall also be excluded from their insurance cover.
11.3 The warehouseman assumes no responsibility for shipments submitted for transportation with barcodes that have been assigned to the Warehouseman or his authorized entity and subsequently misused by a third party. The Depositor is obliged to notify the Warehouseman of hidden damage to the shipment within a maximum of 3 (in words: three) working days from the date of delivery of the shipment. In the case of damaged shipments, the Depositor or the consignee shall also allow a representative of the Warehouseman’s insurance company to inspect the shipment. Claims for damage to the goods must only be made by the Depositor within a maximum of 6 months from the date of receipt of the shipment.
12. PROCESSING AND PROTECTION OF PERSONAL DATA
12.1 Personal data of third parties will or may be transferred to the Warehousekeeper in the performance of its obligations under the Contract. In this case, the Warehouseman shall comply with the relevant provisions of Act No. 101/2000 Coll., on data protection and, as of the entry into force of the EU General Data Protection Regulation No. 2016/679/EU GDPR (General Data Protection Regulation). The Warehouseman shall thus be in the position of a processor of personal data (hereinafter referred to as the “Processor”) and the Warehouseman in the position of a controller of personal data (hereinafter referred to as the “Controller”). The Processor shall be responsible for the use of personal data in accordance with the relevant provisions of the aforementioned Act and the GDPR. The Processor is obliged to take technical measures to prevent the loss or misuse of personal data. The Processor is obliged to comply with the obligations set out in the said Act and the GDPR.
- To fulfil its obligations under the GDPR, the Processor shall in particular:
12.2.1 will process such personal data only for the purpose of providing services as may be subsequently agreed in writing by the contracting parties, acting only on the basis of documented instructions from the Controller; any instruction made within the E-portal shall be deemed to be a written instruction from the Controller;
12.2.2 will not itself exercise control over the data, transfer or intend to transfer such personal data to third parties, except where the Controller may expressly request it in a documented form;
- will not process, use or use the Personal Data for any purpose other than the required purpose which is necessary and required for the performance of the obligations under this Agreement;
- will not process personal data for its own purposes or include personal data in any product or service offered to third parties;
- report any personal data breaches.
12.3 The Processor will handle the personal data for the purpose of fulfilling the obligations under the Contract concluded between it and the Controller. The purpose of the processing is in particular sending shipments to recipients, handling communications with recipients, receiving complaints from recipients, record keeping and other services performed by the Processor for the Controller on the basis of the Contract.
12.4 The Controller transmits or may transmit to the Processor for processing in particular the following personal data:12.4.1 jméno a příjmení;
12.4.2 date of birth;
12.4.3 birth number;
12.4.4 account number;
12.4.6 email address;
12.4.7 IP address;
12.4.8 other personal data necessary for the fulfilment of the Controller’s obligations towards the recipients in relation to the delivery of consignments.
12.5 The Processor is entitled to transfer the recipients’ personal data to third parties for the purpose of fulfilling its obligations under the Agreement, in particular:
- payment service providers;
- state and local government bodies in the performance of their statutory duties;
12.6 The processor is entitled to involve another processor in the processing and the Controller gives his general consent to this within the meaning of Article 28(2) GDPR. This additional processor is obliged to comply with the obligations under this clause to the same extent as the Processor. The Processor undertakes to respect the confidentiality of the processing of personal data. The Processor will not transfer personal data for processing outside the European Union. The Processor shall comply with applicable data protection law and the GDPR and shall perform its obligations under this Agreement in relation to personal data in such a way that the Controller does not breach any of its obligations under applicable data protection law and the GDPR. The Processor shall provide the Controller with such cooperation, assistance and information as the Controller may reasonably require to enable the Controller to comply with its obligations under applicable Data Protection Law and the GDPR and shall cooperate with and comply with the directions or decisions of the relevant Data Protection Authority and in any event within such time as would enable the other party to comply with any time limit set by the Data Protection Authority. The Processor shall provide a written record of the processing of Personal Data by the Processor on behalf of the Controller within 15 (fifteen) calendar days of receipt of the Controller’s request. The Processor shall take the necessary measures that the Controller may reasonably require in respect of the Processor based on a request from the Data Subject to exercise the rights under the GDPR (in particular, the right to erasure, the right to information, the right of access, the right to be forgotten, the right to rectification, the right to restriction of processing and other related rights of the Data Subject under the GDPR). The Processor shall take such measures within the time limits under the GDPR. The Processor shall be entitled to reasonable compensation for any costs it may incur as a result of or in connection with complying with the Controller’s instructions for the purposes of providing the Services and/or any of its obligations under the Contract or under applicable data protection law. The Controller shall be responsible for ensuring that Personal Data is processed in accordance with the GDPR. In the event that the Controller appoints a data protection officer within the meaning of Article 37 et seq. of the GDPR, the Processor shall provide the data protection officer with all necessary assistance to carry out his/her duties. In the event that the Controller undertakes to comply with the codes of conduct issued within the meaning of Article 40 of the GDPR, the Controller shall inform the Processor of this fact and the Processor shall be obliged to comply with these codes in a reasonable manner.
13. ELECTRONIC REGISTRATION OF SALES
- In the event that the Depositor’s sales are subject to mandatory electronic sales registration in accordance with Act No. 112/2016 Coll., on sales registration, as amended, the Depositor is obliged to comply with the Act and to always and properly record sales. The Depositor acknowledges that the Warehousekeeper is neither a taxpayer within the meaning of the said Act nor an indirect agent within the meaning of Section 8 of the Act on the recording of sales in relation to the services provided to the Depositor. The Depositor shall be liable for damages incurred by the Warehousekeeper due to the breach of the Depositor’s obligations to comply with the Revenue Registration Act. The Depositor shall be obliged to reimburse the Warehouseman for any additional costs incurred by the Warehouseman due to the fulfilment of the obligations in favour of the Depositor arising from the Act on Revenue Registration.
14. DURATION AND TERMINATION OF THE CONTRACT
14.1 The contract expires:
14.1.1 the last day of the period for which the contract was agreed. After the expiration of this period, the parties may agree, in the form of an amendment to this contract, to extend its validity.
14.1.2 by agreement of the parties. The Warehouseman and the Depositor may agree in writing to terminate the Contract. The Contract shall terminate on the date specified as the termination date in the agreement and, if no such date is specified, on the date on which the agreement is entered into.
14.1.3 on expiry of the notice period by notice given by either Party, even without giving any reason. The period of notice shall be 3 (in words: three) calendar months and shall commence on the first day of the calendar month following the month in which the notice is delivered to the other Party.
14.1.4 on the expiry of a notice period of 7 (in words: seven) calendar days, which starts on the first day after the delivery of the notice to the other Party.
Notice under this clause may be given by the Warehouseman solely and exclusively for the following reasons:
- The Depositor is delinquent in the payment of any tax bill of the Warehouseman for more than 15 (in words: fifteen) calendar days beyond the due date agreed in the Contract, or
- The Depositor, for reasons attributable to the Depositor, fails to properly perform the obligations agreed in the Contract and the GTC and the Depositor has notified the Depositor in writing of such failure, specifying the specific deficiencies, defects and requirements, and the Depositor has failed to remedy such failure within a reasonable period of time, not less than 15 (in words: fifteen) calendar days, or
- The depositor enters into liquidation, or
- the Depositor files for the commencement of insolvency proceedings, or insolvency proceedings are commenced in respect of the Depositor on the basis of a third party petition, and the Depositor fails, in the opinion of the Depositor, to demonstrate to the satisfaction of the Depositor that the insolvency petition of such third party is not arbitrary and capricious; or
- a decision will be issued that the Depositor is an unreliable payer of value added tax.
Notice under this clause may be given by the Depositor solely and exclusively for the following reasons:
- The Warehouseman, for reasons attributable to him, fails to properly perform the obligations agreed in the Contract and the GTC, and the Warehouseman has been notified in writing by the Depositor of such failure, specifying the specific deficiencies, errors and requirements, and the Warehouseman has failed to remedy such failure within a reasonable period of time, which has been granted to the Warehouseman to remedy the same and which is not less than 15 (in words: fifteen) calendar days.
14.1.5 by withdrawing from the Contract with effect from the date of delivery of the notice of withdrawal to the Warehousekeeper, if, due to the nature of the stored goods, damage is threatened to occur at the place of storage or if damage to the stored goods is threatened and the damage cannot be effectively prevented by means appropriate to the value of the goods concerned, the Warehousekeeper’s capabilities and the agreed price for the services provided under the Contract. In the event of withdrawal on this basis, the Warehouseman shall be entitled to remove the goods at the time of sending the notice of withdrawal and store them at the expense of the Warehouseman in appropriate temporary premises or shelter.
- Termination of the Contract for any reason shall not affect the Warehouseman’s entitlement to payment of the agreed price for services rendered, interest for delay or compensation for damages incurred by the Warehouseman up to the date on which the Contract was terminated.
15. REMOVAL OF PRODUCTS ON TERMINATION OF CONTRACT AND DISPOSAL OF GOODS
- No later than on the date of termination of the Contract, the Depositor shall take over all stored goods from the Warehouseman. The Warehousekeeper is entitled to condition the release of the stored goods on the payment of all its receivables from the Depositor, or to use collateral pursuant to these GTC. If the Warehouseman fails to collect the stored Goods upon termination of the Contract, the Warehouseman shall be entitled to the price or surcharge for storage until the date of collection of the Goods by the Warehouseman or disposal of the Goods pursuant to the following paragraph 15. 2 of this Article.
15.2 If the Warehouseman does not collect the stored goods even within 1 (in words: one) month after the termination of the Contract, the Warehouseman has the right to carry out a self-help sale within the meaning of § 2428 CC. If the Warehousekeeper knows the address of the Depositor where the Depositor receives mail and if the item is of a higher value, the Warehousekeeper is obliged to notify the Depositor in advance of the intended sale and provide the Depositor with an additional period of one week to collect the Goods. If the uncollected Goods are sold, the Warehouseman shall pay the proceeds of the sale, less his claims against the Depositor, including the costs of the sale, to the Depositor. The Depositor must claim the proceeds of the sale from the Warehouseman. If the Goods are of negligible value, unsaleable, perishable or goods removed from storage pursuant to Article 14, paragraph 14.1, clause 14.1.5 of the GTC, the Warehouseman shall be entitled to dispose of the Goods at the expense of the Depositor in accordance with the waste regulations if the Depositor does not collect them even within 7 (in words: seven) days after the termination of the Contract.
16. DELIVERY OF DOCUMENTS
16.1 The addresses set out in the introduction to the Agreement are binding on the Depositor and the Warehousekeeper for the delivery of documents via a postal or courier service provider. The Depositor and the Warehousekeeper shall be obliged to notify the other party without undue delay, not later than within 5 (in words: five) calendar days, in the event of a change of the address specified for the delivery of documents. Upon receipt of the notice of change of address, the parties shall use the changed address for service of any documents until revocation.
16.2 All notices (or other communications) between the Parties in connection with the GTC and the Contract or under the Contract (e.g. notice of termination, withdrawal from the Contract, invitation to remedy) must be made in writing and delivered to the other Party to whom it is addressed in one of the following ways:
i. personal delivery of the instrument to the contracting party against signature on a copy of the instrument with the date of receipt indicated (or, if no date is indicated, the instrument shall be deemed to have been delivered on the date indicated as the date of writing of the instrument),
ii. delivery of the document in electronic form to the contracting party’s data box and the subsequent login of an authorised person with the right of access to the report within the meaning of Section 8(6) of Act No 300/2008 Coll., as amended, or
iii. delivery of the document to the contracting party by registered mail through a postal or courier service provider to the address designated for delivery.
16.3 If for any reason the authorised person does not log in to the data box within 10 (in words: ten) days from the date on which the document in electronic form was delivered to the data box, the document shall be deemed to have been delivered on the last day of that period. In the event of non-acceptance of a registered mail for any reason, the Parties shall consider that the consequences of its delivery shall occur on the third (3rd) working day after its dispatch.
16.4 Normal business communication is via email. In proving delivery of an email, the email is deemed to be delivered on the next business day after the date of sending to the email address specified in the Contract.
- FINAL PROVISIONS
- The Contract, these GTC and all legal relations between the Warehousekeeper and the Depositor arising therefrom shall be governed by the relevant provisions of the CC.
- If, as a result of a change or different interpretation of legal regulations or court case law, any provision of the GTC is found to be invalid, the GTC as a whole shall continue to be valid, while only the part directly affected by the invalidity reason shall be deemed invalid. This provision will be supplemented or replaced by a new provision that is consistent with the current interpretation of the law in order to achieve the meaning and purpose of the GTC.
- All disputes arising from or related to these GTC and the Contract, if they cannot be resolved amicably, shall be decided by the general court of the Composer, i.e. the Municipal Court in Brno or the Regional Court in Brno.