Terms & conditions

Business terms and conditions of Hola Biolabs s.r.o. – Medical devices

INITIAL PROVISIONS
1. These Business Terms and Conditions for the Sale of Goods and Services of Hola Biolabs s.r.o. (hereinafter referred to as the “Terms and Conditions”) regulate, in accordance with the provisions of Section 1751(1) of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the "CC"), the contractual relations between Hola Biolabs s.r.o., Company ID No.: 094 11 623, with its registered seat at Bezručova 81/17a, Staré Brno, 602 00 Brno, registered in the Commercial Register at the Regional Court in Brno under File Ref. C 118821 (hereinafter also referred to as the "Supplier") and the natural or legal persons who have a contractual relationship with the Supplier in the capacity of purchaser or customer of the goods (hereinafter also referred to as the "Customer").
2. These Terms and Conditions only apply to cases where the Customer is an entrepreneur within the meaning of Section 420 of the CC. In all cases where the Customer purchases from the Supplier for the purposes of the Customer’s business activities, the Customer acts in the mutual contractual relationship as an entrepreneur.
3. These Terms and Conditions shall apply in cases where a contractual relationship arises between the Supplier and the Customer involving the sale and purchase of a specified product or goods (hereinafter also collectively referred to as the "Products" or "Goods").
4. These Terms and Conditions become an integral part of the contract entered into between the Supplier and the Customer, which refers to the content of these Terms and Conditions or if the Customer agrees to the wording of these Terms and Conditions in another form (e.g. via the E-shop). These Terms and Conditions determine part of the content of the contract, unless the respective individual contract expressly provides otherwise. The contract itself may be entered into between the Supplier and the Customer in a form other than in writing, in particular on the basis of a verbal order by the Customer with its verbal confirmation by the Supplier.
5. If the Supplier and the Customer agree on a deviating arrangement in writing, such deviating arrangements shall prevail over the wording of these Terms and Conditions.
6. The Supplier shall also supply the Products in accordance with the items listed and sold in the online store at the web address: www.hola-biolabs.com (hereinafter referred to as "E-shop").
7. The E-shop is only informative and the presentation of individual Products does not constitute a proposal to enter into a purchase contract within the meaning of Section 1731 et seq. of the CC. The photographs shown on the E-shop website may not correspond to the exact appearance of the Goods.
PURCHASE ORDER
1. A purchase order is a sufficiently definite expression of the Customer's will to purchase or subscribe for the Product made by the Customer in any form, in particular by telephone, e-mail, electronically or in writing. The Customer places a purchase order for the Products in the E-shop by clicking on the link: "Add to cart" and then by filling in the details according to the given instructions.
2. The Customer's order is a binding legal act, which also constitutes consent to the wording of these Terms and Conditions. The Supplier shall not be bound to accept the purchase order. As a rule, the Supplier is entitled to accept the purchase order in the same way as it was placed.
3. Confirmation (acceptance) of the purchase order is an expression of the Supplier's will to be bound by the purchase order. The individual contract is entered into in particular by delivery of the purchase order confirmation by the Supplier to the Customer. The Supplier shall send the purchase order confirmation to the Customer electronically or in writing to the Customer's address. The contract may also be entered into in such a way that the Supplier acts in accordance with the Customer's purchase order, in particular if the Supplier delivers the ordered Goods to the Customer.
PRICES
1. All prices quoted by the Supplier in the E-shop are valid at the time of ordering. Prices are quoted in CZK including VAT; in case of delivery of the Goods abroad the price will be quoted in EUR. If the Goods are supplied under VAT exempt conditions, the price including VAT is not stated and VAT is not charged.
2. The Supplier shall be entitled to change the prices of the Products depending on the development of the CZK exchange rate against foreign currencies, with regard to changes in the terms and conditions of the suppliers of the Products, or with regard to the current market situation.
3. The Supplier remains entitled to deliver the Product at a different price after it has entered into a (purchase) contract with the Customer, even if the order was placed via the E-shop. The Supplier shall usually inform the Customer of price changes before delivery of the Goods, but no later than on the invoice. The Customer has the right to withdraw from the contract due to a price change, however, the withdrawal must be made within 3 days from the date on which the Customer became aware of the price change, otherwise the right to withdraw from the contract expires.
4. The prices of the Products do not include the cost of shipping or packaging of the Goods (Products) unless otherwise expressly agreed.
PAYMENT TERMS
1. The Customer undertakes to pay the purchase price (including VAT, if applicable) for the Goods and Services duly and on time in accordance with the invoice received, otherwise the Supplier is entitled to withdraw from the relevant contract.
2. The tax document issued by the Supplier shall be deemed to have been delivered on the expiry of the third day from the date of its dispatch by the Supplier to the Customer. Tax documents are mainly sent to the Customer in electronic form and the Customer agrees to this.
3. Unless otherwise agreed between the Supplier and the Customer, invoices are due 30 days from the issue date of the invoices.
4. In the case of payment by bank transfer, the date of payment shall be the date on which the full amount of the corresponding financial sum has been credited to the Supplier's bank account.
5. In the event that the Customer fails to pay the purchase price or any part thereof or any payments due in connection with the contract, of which these Terms and Conditions are a part, in a due and timely manner, the Supplier shall not be obliged to fulfil its obligations under the relevant contract and/or any other contract entered into with the Customer which includes these Terms and Conditions, where applicable, the Supplier shall be entitled to suspend all performance, in which case the Supplier shall not be in default in the delivery of the Products or any obligations resulting from the relevant contract. Unless otherwise agreed, the Supplier shall have the right, in addition to other claims, to demand payment of statutory default interest under Czech law on the unpaid part of the price.
6. If the Customer fails to take delivery of the Product without good reason, the Customer will be required to pay, among other things, full postage or handling charges.
7. In the event of a delay with the payment of the issued invoice, the Customer shall be obliged to pay the Supplier the contractual default interest amounting to 0.1 per cent for each day of delay with the payment of the owed amount in question.
8. All payments by the Customer shall be made in the currency stated on the invoice.
DELIVERY AND ACCEPTANCE OF GOODS
1. The standard delivery time of the ordered Goods is usually specified in the relevant contract (confirmed purchase order) or is agreed when the Customer places the order, or will correspond to the standard delivery time of the selected Goods and the Supplier's delivery capabilities. The Supplier shall not be obliged to deliver the Goods to the Customer if the Supplier has agreed with the Customer to pay part of the purchase price before delivery of the Goods (e.g. in the form of an advance invoice) and the Customer has not made the agreed payment.
2. The Supplier shall be entitled to deliver the Goods after the delivery time agreed in the relevant contract or otherwise requested in the purchase order. The Supplier shall inform the Customer in an appropriate manner of any delay as such. In the event of a delay in delivery of the Goods exceeding 14 (fourteen) days from the date of the confirmed date of delivery of the Goods, the Customer shall be entitled to withdraw from the relevant contract, but only in the period before such Goods are shipped to the Customer.
3. The Supplier shall not be liable for any delay or impossibility of delivery of the Goods due to force majeure or due to the fault of another supplier or manufacturer, or due to disruption of supply chains as a result of other circumstances not caused by the Supplier (e.g. epidemic, war, etc.). The Supplier shall inform the Customer of this fact without undue delay and shall have the right either to extend the delivery period or to withdraw from the contract. The Customer shall not be entitled to any compensation for damages against the Supplier for failure to fulfil the order or the contract.
4. Upon receipt of the Goods, the Customer is obliged to sign the delivery note or other delivery document confirming the delivery and acceptance of the Goods (hereinafter referred to as the "Delivery Note" or "Delivery Report") personally, or by the statutory body (in the case where the Customer is a legal entity), through an authorised employee or through another person authorised to do so.
5. Delivery of the Goods by the Supplier and acceptance of the Goods by the Customer shall also be deemed to be a situation where the carrier does not require a written signature of the Customer for the purpose of handing over the Goods being delivered and the shipment is also handed over to the Customer on the basis of the Customer's contact, or the use of a touch screen device (reader), the use of an electronic signature scanner or other facts that will be sufficient for the carrier to deliver the Goods to the Customer. In case of any ambiguities regarding the delivery of the Goods, the Supplier and the Customer shall be bound by the documents and information on delivery provided by the relevant carrier (e.g. DHL, PPL, GLS, UPS, etc.). In the case of delivery of Goods against signature, the refusal to sign the Delivery Note, bill of lading or Delivery Report without good reason (which may only be the delivery of other Goods contrary to the order or the delivery of Goods with obvious defects) or the omission of this obligation by the Customer shall have consequences as if the Delivery Note, bill of lading or Delivery Report had been signed by the Customer. In such case, the Goods shall be deemed to have been duly delivered at the time when the Customer is allowed to dispose of the Goods.
6. During the acceptance of the shipment, the Customer shall inspect the shipment and the integrity of the packaging of the shipment.
7. In the event of delivery of the ordered Goods in a quantity greater than the ordered quantity or the delivery of Goods that the Customer has not ordered, the Customer shall immediately inform the Supplier of these facts and agree with the Supplier on the method of returning the Goods so delivered.
8. The Supplier shall also provide the Customer with the packing information for the Goods in written form if required by law.
9. If the Goods are accepted on behalf of the Customer by a person other than the Customer in person or the Customer's statutory body (if the Customer is a legal entity), if this is done at the agreed time and place of delivery of the Goods and the person concerned presents themselves to the person handing over the Goods as being authorised to accept the Goods on behalf of the Customer, the Supplier will in good faith deem that such person is always authorised to accept the Goods on behalf of the Customer and their actions shall bind the Customer.
10. The Customer shall only acquire the ownership title to the Goods when the relevant purchase price has been paid in full with VAT (if charged) in accordance with the relevant contract. The Customer is entitled to dispose of the Goods according to its business practices before payment of the purchase price within the agreed payment terms.
11. The risk of damage to the Goods shall pass to the Customer at the moment the Goods are taken over, or if the Customer fails to do so in time, at the moment the Supplier allows the Customer to dispose of the Goods, and the Customer fails to accept the Goods. If the Goods are delivered by a carrier, the time when the Supplier hands the Goods over to the first carrier, the Goods are deemed to have been handed over to the Customer.
12. Any damage to the Goods incurred after passage of the risk of damage to the Goods to the Customer shall have no effect on the Customer's obligation to pay the purchase price of the Goods, unless the Customer has caused the damage by breaking its obligations.
LIABILITY FOR DEFECTS IN THE GOODS AND RETURNING GOODS
1. The Supplier warrants that the Goods supplied will be free from defects in material, composition and workmanship. The Supplier shall be solely responsible for compliance with good distribution practices as defined by the laws of the Czech Republic and/or the European Union.
2. Unless these Terms and Conditions or an individual contract entered into provide otherwise, the legal regulations applicable and effective for relationships of defective supply between entrepreneurs shall apply to the application of defects from defective supply.
3. Returning Goods. The Customer may refuse to accept any Goods which are obviously defective. In the event of defects in the Goods for which the Supplier is liable, the Customer shall deliver a written notice to the Supplier at the support@hola-biolabs.com e-mail address (hereinafter referred to as the "Rejection Notice") upon discovery of the defects, within a period of five (5) days from the date of delivery of the Goods; after the expiry of this period, the right to claim liability for defects shall cease. The Rejection Notice shall contain all necessary evidence and findings of the defect.
4. Rejection Notice. Within 20 working days of the date of the Rejection Notice, the Supplier shall either accept its responsibility for the defects and advise the Customer to return or dispose of the defective Goods, or request further evidence of the defect, or reject the Rejection Notice on the basis of the supplied evidence. If the Supplier fails to inform the Customer in any way within 20 working days from the date of the Rejection Notice, the Customer shall, at its own discretion, dispose of the Goods at its own expense or return them to the Supplier and the Supplier shall refund to the Customer without undue delay the purchase price of the defective Goods or part thereof.
5. Refund and/or Replacement. If the Customer claims defects in the Goods in accordance with the provisions of these Terms and Conditions and the Supplier acknowledges its liability for the defects, the Supplier shall, after consultation with the Customer and with the Customer's consent, send new Goods to the Customer within 20 working days of the date of acknowledgement of its liability, with the Supplier being responsible for the cost of shipment, or the Supplier shall refund the purchase price of the defective Goods, or part thereof, to the Customer without undue delay.
6. In the event of a rejection of the reasons in the Rejection Notice, the Supplier shall be obliged to explain the reasons for the rejection. Based on such explanation, the Customer shall have the right to present new evidence and the Supplier shall have the obligation to re-examine the Rejection Notice.
7. In the event that the Supplier has requested further evidence of a defect or has rejected the Rejection Notice and the Customer fails to provide such evidence within 20 working days of the request or of the Rejection Notice, the Rejection Notice shall be deemed to have been finally settled and the Goods shall be deemed not to be and not to have been defective.
8. If the Supplier requests the return of the Goods, the Supplier shall be responsible for the costs of shipment back to the Supplier unless otherwise agreed. All costs associated with the legitimate return of the Goods incurred in the Supplier's country shall be paid by the Supplier.
9. Any defects caused by inaccuracy in the handling or use of the Goods outside the terms and conditions or package instructions set out by the Supplier shall not be covered by the Supplier's liability for defects.
10. Any defects in the Goods shall not relieve the Customer of the obligation to pay the Supplier the purchase price for the Goods.
MISCELLANEOUS PROVISIONS
1. Traceability. The Customer agrees to comply with the Supplier's post-market-launch surveillance and vigilance requirements. This means that in the event of a change in the Goods and/or batch number, the Customer shall use a system that provides a demonstrable chain of traceability to the Supplier's batch numbers. The Customer undertakes to keep records of the destination of all Products purchased from the Supplier and to report any complaints or incidents involving the Supplier's Goods. In the event of a legitimate reason, the Customer shall, at the Supplier's request, inform the Supplier of the location of the Goods. In the event of a withdrawal of the Goods from the market, the Customer shall proceed in accordance with the Supplier's instructions.
2. If the Customer refuses or fails to accept any document, such document shall be deemed to have been delivered on the third day following the date of its dispatch.
3. If the Customer has to pay its debt incurred on the basis of the relevant contract, such payment shall be first set off against the costs already determined with respect to the debt enforcement, then against the default interest, then against the interest and finally against the principal amount. The Customer is not entitled to determine that it shall pay the principal amount first.
4. If the Customer is obliged to pay a debt arising from several payables under the relevant contract, the payment shall first be set off against the debt of the payment for which the Customer has already been reminded, and otherwise against the payment of the least secured debt.
5. The Customer’s payment shall only be set off against the compensation for damages and/or contractual fine after the settlement of the payable whose breach gave rise to the obligation to pay compensation for damages and/or contractual fine.
6. By accepting these Terms and Conditions, the Customer confirms to have duly studied these Terms and Conditions, that they do not contain any unexpected provisions and, as such, the Customer accepts them without reservation.
7. The relations between the Supplier and the Customer shall be governed by Czech law, particularly Act No. 89/2012 Coll., the Civil Code, as amended. The general courts of the Czech Republic shall have jurisdiction to settle any legal disputes arising between the Supplier and the Customer. The local authority of the court is given by the location of the Supplier’s registered seat. The United Nations Convention on Contracts for the International Sale of Goods will not apply.
8. These Terms and Conditions have been executed in Czech and in English. To the extent that the relationship established under the relevant contract contains an international (foreign) element, then the Supplier and Customer agree that the relationship shall be governed by Czech law.
9. Individual arrangements deviating from these Terms and Conditions must be made in writing.
10. Should any of the provisions of these Terms and Conditions be or become invalid, ineffective or unenforceable, the validity, effectiveness and enforceability of the other provisions of these Terms and Conditions shall remain unaffected. The ineffective provision shall be replaced by a valid, effective and enforceable provision that preserves, to the greatest extent possible, the economic purpose intended by the invalid, ineffective or unenforceable provision.
11. These Terms and Conditions are effective and binding for contractual relations entered into from 1 December 2022 and are also published on the Supplier's website https://www.hola-biolabs.com/en/terms-and-conditions and replace the Supplier's previous Terms and Conditions. The Supplier is entitled to periodically amend these Terms and Conditions to a reasonable extent.