Terms of service
General Terms and Conditions of enTex Tools s.r.o. (GTC)
1. Scope of Application
1.1 These GTC apply to all deliveries and services provided by enTex Tools s.r.o., with its registered office at Štefánikova 136/66, Ponava, 612 00 Brno, ID No. 21511225 (hereinafter: "enTex Tools") to third parties who are entrepreneurs and enter into a business relationship with enTex Tools within the scope of their business activities (hereinafter: "customer"), via the enTex Tools online store. The online store is operated by enTex Tools on the website located at the internet address www.entextools.cz (hereinafter: "website"), through the website's interface (hereinafter: "web interface of the store"). The customer is entitled to use the web interface of the store in its full scope after registering at www.entextools.cz.
1.2 By registering, the customer agrees to the current version of the GTC, and the current version of the GTC shall always apply, even in cases where the GTC are not expressly referenced in subsequently concluded contracts. Contradictory, additional, or deviating terms and conditions of the customer shall not become part of the contract unless enTex Tools has approved their application in writing. The GTC shall also apply if enTex Tools delivers goods or provides services without reservation, with the knowledge of the customer's conflicting or deviating terms and conditions.
1.3 Additional or different arrangements to these GTC made between enTex Tools and the customer within the performance of a specific contract must be stated in writing in the contract, specifying which provision of the GTC they replace, amend, or supplement. This also applies to the waiver of the written form requirement.
1.4 Rights belonging to enTex Tools under legal regulations beyond the scope of these GTC remain unaffected.
2. Customer Account
2.1 A customer registered on the website will have a customer account set up in a protected environment of the store's web interface. Only persons conducting their business activities and purchasing goods for the purpose of their business activities may register and shop through the website interface.
2.2 When registering on the website and when ordering goods, the customer is obliged to provide correct and truthful information. The customer is obliged to update the data in the customer account upon any change to ensure it reflects reality. The data provided by the customer in the user account and when ordering goods are considered correct.
2.3 The customer's account status, such as the current status of receivables and selected documents (price lists and their changes, confirmed delivery notes, tax documents, and others), will be available to the customer in the customer account (free of charge after entering the received access data) in text form (PDF or similar format). The customer account thus records data on the legal actions of the contracting parties in an electronic system. The customer acknowledges and agrees that if enTex Tools places data or a document here, it is deemed that the customer knew and could have known about it.
2.4 The customer is not authorized to allow the use of the user account by a third party.
2.5 enTex Tools may cancel a user account if the customer does not actively use it for more than 12 months, or if the customer violates the contractual terms, including the conditions under these GTC.
2.6 The customer acknowledges that the user account may not be available continuously, especially with regard to necessary maintenance of hardware and software equipment.
3. Conclusion of the Contract
3.1 The presentation of goods located in the web interface of the store is of an informative nature, and enTex Tools is not obliged to conclude a purchase contract regarding these goods. The presentation of goods located in the web interface does not constitute an offer to conclude a purchase contract.
3.2 Depictions, drawings, data regarding weight, dimensions, performance, and consumption, as well as other descriptions of goods in the web interface of the store, are only approximate unless expressly marked as binding, and they do not constitute a guarantee of the given properties of the goods. enTex Tools reserves all ownership and copyrights to all documents used in the offer. Such documents may not be made available to third parties.
3.3 To order goods, the customer fills out the order form in the web interface of the store. By completing and submitting the order form, the customer makes an offer to enTex Tools to purchase goods from enTex Tools. The receipt of confirmation of the order delivery does not mean that the customer's offer has been accepted.
3.4 The purchase contract is concluded upon delivery of a notification from enTex Tools that it has accepted the customer's order. enTex Tools is not obliged to accept the order and may refuse it by means of a written notice sent to the customer's account and/or to the customer's e-mail. enTex Tools is entitled to refuse to perform under the purchase contract and to withdraw from it, especially if the goods are no longer available in the given quantity or at the given price. enTex Tools is not obliged to pay any damages or costs associated with the refusal of an order, except for the refund of any payment sent for a refused order or canceled purchase contract.
3.5 The customer's orders are binding for the customer.
3.6 Concluded contracts oblige the customer to accept and pay for the ordered goods and services.
3.7 The customer is entitled to pre-order goods if they are not in stock. enTex Tools is entitled to refuse the pre-order or to unilaterally withdraw from a purchase contract concluded on the basis of a pre-order. In the event of withdrawal from a purchase contract concluded on the basis of a pre-order, enTex Tools is obliged to return the deposit paid within 5 working days.
4. Prices, Payment Terms, Set-off
4.1 The agreed purchase price corresponds to the price stated in the order acceptance sent to the customer. Current prices are available on the website.
4.2 The publication of individual prices of goods does not preclude enTex Tools and the customer from agreeing on a price different from the prices listed on the website. An agreement on a different price must always be in writing.
4.3 The price does not include, in particular, the costs of packaging, transport, insurance, customs duties, public fees and levies, and value-added tax. The statutory value-added tax will be stated separately on the invoice, at the statutory rate valid on the date of the invoice issuance.
4.4 In the case of a purchase contract concluded on the basis of a pre-order, enTex Tools is entitled to issue a proforma invoice for 30% of the purchase price. The final invoice will be issued based on notification from enTex Tools that the goods are in stock. In the event of non-payment of the final invoice by the due date, enTex Tools is entitled to a contractual penalty in the amount of the paid deposit from the first day of default, which is set off against the paid deposit.
4.5 The due date for invoices is 15 days from the date of issue. enTex Tools conditions the delivery of goods or provision of services on the full payment of the invoice.
4.6 enTex Tools is entitled to refuse further performance of the contract if the customer is in default with the payment of the price. In the event of a delay in payment of the price, all claims against the customer, including those not yet due, become due at the moment of default.
4.6 The price is considered paid when credited to the enTex Tools account.
4.7 If the customer is in default with the fulfillment of a monetary debt, they are obliged to pay default interest of 0.05% of the unpaid amount for each day of delay. The contracting parties confirm and declare that this agreement on the amount of default interest fully corresponds to the specific circumstances of the case, customs in the given industry, and the established practice of the parties, and is not unfair to anyone.
4.8 If the customer's payment is delayed by more than 10 days, enTex Tools is entitled to withdraw from the contract, without prejudice to its other rights.
4.9 enTex Tools is entitled to set off the customer's payments first against their oldest debt. If costs and interest have already become due, enTex Tools is entitled to set off the payment first against the costs, then against the interest, and finally against the principal.
4.10 The parties expressly agree that all of the customer's outstanding liabilities, regardless of the agreed due date, become due upon the customer's entry into liquidation or upon the declaration of its bankruptcy.
5. Deliveries
5.1 Delivery dates and deadlines are only indicative. Deadlines are binding only if enTex Tools has expressly designated them as binding.
5.2 enTex Tools is entitled to make reasonable partial deliveries and partial performances. Early deliveries or performances are permissible unless expressly agreed otherwise.
5.3 If the customer is in default with the acceptance of a shipment or otherwise breaches the duty to cooperate, enTex Tools is entitled to demand compensation for the resulting damage, including any increased costs and storage costs. Other claims are not affected by this.
5.4 In the event of a customer's request to return purchased goods or a part thereof, enTex Tools will consider, based on the type and quality of the goods, whether to accept the goods back and will agree with the customer on the amount of a handling fee. This provision does not apply to goods that have been acknowledged by enTex Tools as defective.
6. Transfer of Risk
6.1 The risk of damage and accidental deterioration of the goods passes to the customer at the latest upon handover of the goods to the customer, or in the case of an agreed shipment, upon handover of the goods to the carrier or other person entrusted with the shipment.
6.2 If the handover of the shipment is delayed due to circumstances caused by the customer, the risk passes to the customer on the day the goods are ready for dispatch and enTex Tools has notified the customer thereof.
7. Claims from Defective Goods and Liability
7.1 enTex Tools manufactures its products in accordance with the state of the art at the time of the contract's conclusion. Uses that go beyond the normal use of the products or that assume properties of the products different from the usual ones must be agreed upon in writing in advance. enTex Tools is only liable for defects that the goods had at the time the risk of damage and accidental deterioration of the goods passed to the customer according to section 5 of the GTC.
7.2 For the customer to exercise rights arising from defective performance, the fulfillment of their statutory obligation of inspection and notification of defects is required, in particular, that the customer inspects the delivered goods upon receipt and reports obvious defects and defects detectable during such inspection in writing immediately upon receipt of the goods, but no later than 7 days from the receipt of the goods. The customer must report hidden defects in writing immediately after their discovery, but no later than 7 days from the discovery of the hidden defect. The customer must specify the defect and describe its manifestation when reporting it.
7.3 Unless otherwise agreed, the customer is obliged to deliver the goods for inspection of defects at their own expense. The costs necessary for the purpose of inspection and supplementary performance, in particular transport, travel, labor, and material costs, shall be borne by enTex Tools only if the inspection reveals that there is indeed a defect.
7.4 In the case of defective goods, enTex Tools is entitled, at its own discretion, to provide supplementary performance by remedying the defect or by delivering defect-free goods.
8.5 If enTex Tools is not ready or able to provide supplementary performance after a period of 30 days from the claim of the defect and the handover of the goods, the customer may withdraw from the contract. In the case of a more complex technical assessment of the defect, enTex Tools is entitled to extend the above-mentioned period to the necessary extent after prior written notification, even repeatedly.
7.6 The customer's right to withdraw is excluded if they are unable to return the received performance in its original condition. The right to withdraw is also excluded if enTex Tools is not responsible for the defect.
7.7 No claims arise for the customer from defects caused by normal wear and tear, incorrect handling, or improperly performed modifications or repairs of the goods by the customer or a third party. The same applies to defects for which the customer is responsible or which have another technical cause.
7.8 enTex Tools is not liable for damages for which enTex Tools bears no fault, in particular for damages caused by improper use or handling of the goods. The customer is obliged to follow the recommendations of enTex Tools for the handling, operation, storage, and/or maintenance of the goods. enTex Tools is not liable for damages arising from the breach of the above-mentioned obligations by the customer. In the case of delay and impossibility of performance by enTex Tools, the liability of enTex Tools is limited only to such damages as would normally be foreseeable within the scope of the contract.
7.9 The customer must not alter the goods, in particular, they will not change or remove existing warnings about dangers in case of improper use of the goods. If liability for a defect arises due to a breach of this obligation, this liability shall be borne exclusively by the customer.
7.10 If, as a result of a defect in the goods, a product recall from the market becomes necessary, the customer is obliged to cooperate in the recall of the goods and to take all measures required by enTex Tools in connection with the recall. If the obligation to recall the goods arises due to the customer's responsibility for the defect that is the cause of the recall, the customer shall bear the costs of the product recall and the remedy of the defect.
7.11 If the customer discovers existing or imminent defects in the goods, they are obliged to inform enTex Tools in writing without delay as part of preventing damage.
8. Intellectual Property, Information Duty, and Duty to Cooperate
8.1 The customer undertakes to immediately inform enTex Tools of any claims by third parties regarding intellectual property rights to the goods supplied by enTex Tools.
8.2 Unless otherwise agreed in individual cases, enTex Tools retains ownership and copyrights to all documents and aids provided to the customer, such as, but not limited to, drawings, illustrations, graphics, designs, calculations, descriptions, plans, models, samples or specimen pieces, technical specifications, and documentation. These documents and aids shall be used exclusively for the performance of contractual obligations and shall not be made available to third parties without the express written consent of enTex Tools. Upon request, the customer shall return the aforementioned documents and aids to enTex Tools in their entirety and destroy all copies made, if they are no longer required in the ordinary course of business.
8.3 All copyrights, industrial property rights such as patents, trademarks, and industrial designs, performance protection rights, and related protection rights are exclusively the property of enTex Tools or the respective owner of the intellectual property right.
8.4 If the customer uses software from enTex Tools, they will use this software only for the contractually agreed purposes. The customer receives only a non-exclusive right of use for the software and other protected products to the extent required by the purpose of the contract, unless otherwise stipulated by the contractual agreements, in particular the relevant software license conditions or an individual license agreement or binding legal provisions. The customer is prohibited, in particular, from any copying, distributing, transferring, modifying, translating, extending, or otherwise reworking the software. If a third party asserts claims that conflict with the right of use granted to the customer, the customer is obliged to notify enTex Tools of this fact immediately in writing or in text form.
9. Force Majeure
9.1 If unforeseeable circumstances occur that enTex Tools could not influence, in particular natural disasters, war, strikes, official measures, energy shortages, obstacles on the part of subcontractors, or serious operational disruptions due to force majeure ("force majeure"), enTex Tools shall not be liable for the proper and timely performance for the duration of the obstacle in performance due to the intervention of force majeure and is not obliged to compensate the customer for damages.
10. Personal Data Processing, Data Protection, and Confidentiality
10.1 Personal data obtained during the conclusion and performance of the contract will be collected, processed, and used by enTex Tools within the limits set by the Personal Data Processing Act and the GDPR regulation to fulfill the obligations arising from contracts concluded with the customer and the obligations set by relevant regulations.
10.2 The customer is obliged to maintain confidentiality indefinitely regarding all information received in connection with the performance of the contract, which is designated as confidential or which, from the circumstances, is clearly a trade or business secret, and must not record, disseminate, or otherwise use such information. The customer is obliged to ensure confidentiality on the part of their employees and contractual partners and to secure this appropriately by contract.
11. Compliance with International Sanctions
11.1 enTex Tools declares that it is not a supplier within the meaning of EU Council Regulation No. 2022/576.
11.2 The customer undertakes not to export or supply any goods to their customers in any country if this would violate applicable legal regulations, in particular the law of the European Union. The customer declares that they are not an entity within the meaning of EU Council Regulation No. 2022/576.
11.3 The customer assures that they will not sell, export, or re-export the delivered goods, if they are subject to Council Regulation (EC) No. 765/2006, Council Regulation (EU) No. 208/2014, No. 269/2014, No. 833/2014, No. 2022/576, directly or indirectly to the Russian Federation or for use in the Russian Federation.
11.4 The customer will make every effort to ensure that the provision of section 11.2 is not frustrated by third parties in the further chain of commerce, especially not by potential further sellers.
11.5 Any breach of the above points 11.2 to 11.4 will constitute a material breach of contract and entitles enTex Tools to immediately terminate the supply relationship and to cancel already confirmed orders without delay. In addition, the customer shall indemnify enTex Tools for all costs, third-party claims, and other damages (e.g., fines) arising from the breach of this obligation. Further claims for damages are not affected.
11.6 The customer is obliged to inform enTex Tools of all breaches of the provisions of points 11.2 to 11.4.
12. Final Provisions
12.1 The transfer of the customer's rights and obligations from the contract, as well as the contract itself, to third parties is possible only with the prior written consent of enTex Tools.
12.2 All claims of the customer shall become statute-barred after 1 year from the notification of the claim to enTex Tools.
12.3 Legal relations shall be governed by the law of the Czech Republic, with the exclusion of the UN Convention on Contracts for the International Sale of Goods.
12.4 The exclusive local jurisdiction for all disputes arising from business relationships is the court at the registered office of enTex Tools. enTex Tools is also entitled to file a lawsuit at the customer's registered office, as well as at any other locally competent court.
12.5 The place of characteristic performance under the contract is the registered office of enTex Tools.
12.6 The GTC become valid and effective on the day of their issuance and publication on the website.
12.7 The GTC may be updated, supplemented, or amended by enTex Tools at any time, whereby the updated version of the GTC is effective from the date of its posting on the store's web interface.
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enTex Tools s.r.o.