Terms and Conditions

1. Preliminary Provisions

These General Terms and Conditions are issued by the company ALEDETO, s.r.o., and its affiliated company ALEDETO SLOVAKIA, s.r.o., (hereinafter referred to as "Seller"). The Seller is either ALEDETO, s.r.o. itself or its affiliated company ALEDETO SLOVAKIA, s.r.o. These General Terms and Conditions (hereinafter referred to as "Terms") regulate the mutual rights and obligations of the contractual parties arising from or in connection with business commitment relationships established based on or in relation to contracts concluded between the Seller on one side and the buyer on the other side. According to these Terms, the Buyer is in the position of an independently operating natural person (e.g., a tradesperson) and/or a legal entity (hereinafter referred to as "Buyer").

2. Defining Rules and Conditions

These Terms, together with the Seller's offer (hereinafter referred to as "Offer"), the order confirmation by the Seller (hereinafter referred to as "Order Confirmation"), and any separate agreement (such as a Business Contract, Supply Contract, any supplementary conditions, and appendices), constitute the entire agreement (hereinafter referred to as "Agreement") between the Seller and the Buyer regarding the delivery of products (hereinafter referred to as "Products") by the Seller. These Terms are an integral part of Agreements concluded between the Seller and the Buyer. Any differing, conflicting, or supplementary conditions, provisions, and guarantees, especially any general business conditions of the Buyer, even if known, are not part of the Agreement unless expressly and in writing agreed upon by the Seller.

3. Offers and Orders

All offers by the Seller are non-binding and subject to reasonable technical and other changes. If an Order for the specified Products is placed, the Offer including these Terms is considered binding and accepted by the Buyer. The Buyer is bound by the Terms the moment the Order is sent, confirming that they have been acquainted with them and agree with them. Likewise, the Agreement is considered binding and accepted by the Buyer if the Buyer accepts the delivery or makes a payment for the Products. Orders are subject to confirmation by the respective Seller company. The Agreement is considered concluded at the moment when the respective Seller sends written Order Confirmation.

4. Quantity Tolerance

For all Products, the Seller is authorized, due to the characteristic possibilities of production technology, to deviate from the quantity specified by the Buyer in the Order and deliver a larger or smaller quantity within the following limits:

The quantity tolerance applies to the total ordered quantity as well as to any partial deliveries. The aforementioned quantity tolerances do not constitute a defect and cannot be used to justify a claim by the Buyer. The Buyer is obliged to accept the delivery meeting the above limit and pay the price for the actual quantity delivered.

5. Scope and Form of Delivery

The scope of delivery, quality, and specification of all Products are exclusively determined by the Seller's Order Confirmation. If the Buyer has not provided special instructions (which have been accepted in writing by the Seller), the Order will be executed with materials commonly used in business transactions in accordance with usual production practices.

6. EAN/GS1 Code

The Seller is not responsible for any consequences arising from defects in print templates (known as "film master") provided by the Buyer for the purpose of printing EAN/GS1 codes or uniform codes or symbols. The printing of the EAN/GS1 code must comply with the current state of technology. Due to the influences that barcodes may be subject to after delivery by the Seller, along with the absence of standardized measuring and scanning technology, the Seller provides no warranty on the EAN/GS1 code – especially not with regard to scanning at checkouts. The Buyer agrees to indemnify and hold the Seller harmless from any claims related to the use of the EAN/GS1 code.

7. Samples and Print Proofs, Third Party Rights

The Buyer is solely responsible for obtaining intellectual property rights for samples, print proofs, print data, etc., provided to the Seller. The Buyer is solely responsible for ensuring that these samples, templates, etc., do not infringe third-party intellectual property rights. The Buyer indemnifies the Seller and holds it harmless from all responsibility, losses, damages, costs, legal expenses, professional and other expenses of any nature that the Seller incurs or suffers in connection with any claim or lawsuit regarding the infringement or alleged infringement of third-party intellectual property rights provided by the Buyer. Notwithstanding the foregoing, the intellectual property rights to any product development, including but not limited to specifications, written or determined by the Seller, as well as samples, sample books, etc., remain the exclusive property of the Seller. Samples, print templates, etc., as well as other Buyer's property are stored at the Seller's risk. The obligation to store the aforementioned materials ends one year after their last use. If requested by the Seller, the Buyer shall remove or dispose of the materials at their own expense after the said year. If this does not happen within 14 working days, the Seller has the right to dispose of the materials at the Buyer's expense.

8. Proofing Suggestions, Printing Plates, Printing Cylinders, and Digital Data

Designs, printing cylinders, printing plates, printing cylinders, and digital data prepared by the Seller remain his property, even if the buyer financially contributed to their creation.

9. Packaging Material

The Buyer agrees that no damage arises to the Seller in connection with the obligation (financial or otherwise) to take back packaging (transport) material. The Buyer commits to disposing of packaging material at their own expense.

10. Pricing

All prices stated in the Agreement are net prices. Any applicable taxes and other fees, (e.g., state-mandated surcharges), will be listed separately on the Seller's invoice, unless they are included in the base price and will be paid by the Buyer. Prices in the Order Confirmation, Agreement, and possibly in Offers are based on the prices of raw materials and transportation valid on the respective dates of the Order Confirmation or Agreement. All stated prices are fixed for a period of fourteen (14) days from the date of the offer. In the event of a change in relevant prices of raw materials and transportation, the Seller has the right to adjust prices. Both parties agreed that they will negotiate price adjustments in the event of a significant change in the costs of factors influencing production (e.g., costs of energy, labor, transportation, logistics). If an agreement cannot be reached, the Seller reserves the right to unilaterally terminate the Agreement. If the Buyer cancels the Order, the Seller will charge the Buyer all costs associated with the preparation of the Order. The Buyer agrees to bear these costs.

11. Invoicing and Payments

The Seller submits invoices to the Buyer after each delivery or partial delivery of Products, and the Buyer is obliged to pay for these Products by the due date stated on the invoice. In case of delay in payment by the Buyer, the Seller is entitled to charge the Buyer a contractual penalty of 0.05% of the due amount for each calendar day of delay after the payment due date. The Buyer agrees to bear all costs associated with the enforcement of the claim, such as in particular the costs of enforcing the claim or other costs necessary for the appropriate legal steps. The Buyer has the right to offset only if the Buyer's counterclaims are legally binding or if they have been acknowledged in writing by the Seller. Invoices must contain the purchase order number, list of products, delivery dates, and quantities. If the Buyer is in delay with the fulfillment of its obligations towards the Seller for more than 10 days, the Seller is entitled to suspend production and delivery from all ongoing Agreements until all obligations of the Buyer are fulfilled. The agreed fulfillment deadlines start running from the beginning once the last due amount is credited to the Seller's account. In these cases, the Seller is further entitled to require an advance payment for their realization – the fulfillment deadlines then start running from the day the advance invoice amount is credited to the Seller's account.

12. Delivery

The delivery period begins on the day the Buyer receives the Order Confirmation from the Seller. If the Seller cannot meet the delivery deadlines for reasons other than force majeure, the Buyer must request a statement whether they wish to cancel the Order or have it delivered within a reasonable period. If the Seller does not make this statement within a reasonable period, the Buyer may cancel the Order. In no case (except in cases of intentional action by the Seller) does the Buyer have the right to hold the Seller responsible for any damage that may arise. Partial and early deliveries by the Seller are allowed. If the Products are not taken over by the Buyer upon delivery, the Seller has the right to unload and/or properly store the material at the Buyer's expense. For deliveries that were delayed due to incorrect, incomplete information from the Buyer and/or subsequently changed information from the Buyer, the Seller can never be responsible and in no case can they lead to a delay by the Seller. Additional costs incurred in such cases must be borne by the Buyer. If shipment is not possible for reasons not caused by the Seller, all risks (including the risk of loss or destruction) pass to the Buyer at the moment of receiving the message about the Seller's readiness to ship. If the delivery term is not met for reasons originating from the Buyer's side (e.g., delayed submission of production documents, delayed return of proofs, or due to further insufficient cooperation with the seller), the delivery time is extended by the period according to the agreement between the parties, but at least for the duration of the Buyer's delay.

13. Pallet Management

When delivering goods on pallets, the Seller is entitled to charge the Buyer Kč 235,- for 1 EURO pallet and Kč 150,- for 1 circulation pallet excluding VAT per piece. The Buyer is obliged to pay for these packaging to the Seller. The Buyer is entitled to return these pallets to the Seller at their own expense no later than 6 months after the delivery of goods. These returned pallets are entitled to be invoiced by the buyer at the above-mentioned prices. The invoice payment for such returned undamaged pallets will be made by the Seller within 14 days after their actual physical receipt.

14. Acceptance of Goods

The Buyer is obliged to accept the Products without unnecessary delay. The Buyer is not entitled to refuse delivery of Products due to minor defects or for quantity tolerances according to article 4 of these Terms. If the Buyer refuses to accept delivery of Products due to a minor defect or based on quantity tolerances according to article 4 of these Terms, the Products are considered as duly delivered. The Buyer is obliged to inspect the goods upon receipt at the Seller's warehouse (if the Buyer arranges transport themselves), or upon receipt from the carrier (if the goods are shipped by the Seller). Defects discovered by the Buyer during this inspection, or which could have been discovered with due care, must be reported to the Seller by written claim sent no later than 15 days after receipt of the goods, with the Buyer required to prove the defects of the goods. The Buyer is responsible to the Seller for fulfilling all conditions and formalities that the relevant regulations, regulating the transport of goods, impose on the recipient of the shipment. If the Buyer does not report detectable defects to the Seller within the above-mentioned period, the Buyer loses all claims against the Seller for defects and for damage in connection with these detectable defects.

15. Warranty, Defect Notification, Liability

Under the following conditions, the Seller guarantees that:
a) Products at the time of delivery comply with the specifications stated in the Agreement;
b) Products at the time of delivery meet all relevant and valid legal requirements;
c) Appropriate and usual packaging material is used

Unless otherwise agreed in writing, the Seller does not guarantee:
a) that Products meet any other legal requirements valid in any other country;
b) merchantability or suitability of Products for any particular use, purpose, or content;
c) extraordinary lightfastness of the printing color used on the Products;
d) any defect concerning GS1 – code or any other code attached to the Products by the Seller at the request of the Buyer;
e) The warranty period for the quality of goods is 6 months from the day of receipt of the goods by the Buyer, provided that the Buyer stores the goods so that they are not affected by direct sunlight, pollution, and under the following storage conditions for individual product groups:
LAMINATING FILMS – temperature 18 - 20°C, humidity 50 – 60 %
FLEXIBLE PACKAGING – temperature 20 – 25°C, humidity 40 – 50 %
f) The seller's liability for defects, to which the quality warranty applies, does not arise if these defects were caused after the risk of damage to the goods passed to external events or by the carrier.
g) The Buyer is obliged to claim the detected defects during the warranty period in writing from the seller, always specifying how the defects manifest themselves and describing these defects in more detail. The claim must be delivered to the seller within the warranty period, otherwise, the buyer loses all rights from liability for defects and for damage.
h) The Seller, at his discretion, will repair such Product, replace it, or return the purchase price of such non-conforming Products to the Buyer. The Buyer must obtain prior consent from the Seller for any rework, inspection, or destruction of goods due to a defective Product.

The above warranty is provided by the Seller under the following conditions:
a) The Seller bears no liability for defects resulting from unsuitable storage conditions, intentional damage, negligence, unusual working conditions, non-compliance with the Seller's instructions (oral or written), incorrect use, or modification or repair of Products without the Seller's consent.
b) The Seller bears no liability under the above warranty (or any other warranty, condition, or guarantee) if the total price for the Products (i) was not paid in full by the due date and (ii) was not accepted by the Seller. The Buyer is not entitled to withhold payments. Even if otherwise the Seller is exempted from the obligation to perform, the Buyer is obliged to inform the Seller in writing and through sufficient additional documentation about any claims, especially about defects, but also about damages, within 14 days after filing – in the case of hidden defects within 14 days after their detection.
c) The Buyer bears the burden of proof regarding all aspects of the claim, especially regarding the defect itself, the time when the defect was detected, and the timeliness of the claim. Unless expressly stated otherwise in the Agreement, the Seller is only liable according to binding legal regulations, for damage to health and for damage caused intentionally or by gross negligence.
d) The Seller is not liable for consequential, special, and indirect damages, lost profits, or special losses of the Buyer or third parties. In the event that the Seller is held liable by any third party, the Buyer will indemnify the Seller to the extent that the Seller is not liable under this provision.
e) The total liability of the Seller under the Agreement for any reason shall in no case exceed the total purchase price of the Order. The contractual parties expressly exclude the possibility of challenging the Agreement due to mistake and laesio enormis (disproportionate relation between the value of the Product and the Price/Reward).

16. Non-disclosure of Information

In connection with the fulfillment of the order, the Buyer may obtain certain information from the Seller that is protected and confidential. Any such information that is not publicly available or independently obtained by the Buyer must not be provided to any third party without the prior written consent of the Seller. Notwithstanding the above, the obligation not to disclose and not to use trade secrets and manufacturing know-how of the Seller does not expire.

17. Merger, Amendment, and Waiver

The Agreement represents the complete Agreement between the parties, with no warranties, statements, or conditions of any kind or nature between the parties except those contained therein. The Agreement – including this clause – cannot be modified, changed, waived, substituted, or cancelled orally, except by a written statement signed by the party against whom the change, modification, waiver, substitution, or cancellation is required. No waiver of any provision of this Agreement or any breach of obligation by either Party, whether express or implied, constitutes a permanent waiver of such provision of this Agreement. If any court or administrative authority of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of the Agreement, and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties will attempt to replace the invalid or unenforceable provision with a valid or enforceable provision that achieves the economic, legal, and commercial objectives of the invalid or unenforceable provision to the greatest extent possible.

18. Successors and Assigns

This Agreement is binding on the legal successors and authorized assigns of each party. Any assignment of rights or transfer of obligations from the Buyer to a third party requires the prior written consent of the contractual party. The Seller (however, such consent shall not be unreasonably withheld). Notwithstanding the above, the consent of the other party is not required for a party to assign its rights or transfer its obligations under this Agreement to an affiliated company or to a third party that acquires all or a substantial part of the assets of the party or a controlling stake in the equity of the party. Such assignment or transfer is valid upon written (including email) notification to the other party. However, the Buyer expressly agrees to the assignment or transfer of rights and/or claims against him by the Seller for the purposes of refinancing. Therefore, the Seller is entitled to assign its claims against the Buyer for the purposes of refinancing.

19. Termination

The parties may terminate the Agreement only for the following serious reasons by written notification, in which these serious reasons are stated:
a) To the extent permitted by law, the Seller may withdraw from the Agreement if the Buyer is in default of payment under the Agreement for more than 30 days without the Seller having to first issue a payment demand.
b) After a two-month grace period, which starts based on written notification, if one of the parties breaches the Agreement, the other party may terminate the Agreement if the breach is not remedied within a proper period.
c) To the extent permitted by legal regulations, either party may terminate the Agreement if the financial situation of the other party significantly deteriorates, especially in the case of unsuccessful enforcement of a claim against the assets of the other party, conclusion of an out-of-court settlement agreement by the other party, and in the case of bankruptcy declaration, always in relation to the party itself or the personally liable partner of the party.
d) If a proposal to initiate insolvency proceedings regarding the assets of a party is rejected due to a lack of assets covering the costs.
e) If, in the case of insolvency proceedings concerning the assets of one of the parties, the court decides on the liquidation of the company, the other party may immediately terminate the Agreement.

20. Force Majeure

Either party may suspend the validity of the Agreement by notifying the other party in the event that the Seller is unable to deliver the required quantity of Products due to force majeure. The above also applies if force majeure is declared by the Seller's supplier. Once the Seller is again able to deliver the required quantity of Products, he will notify the Buyer of this fact, and the Parties will mutually agree on when to resume deliveries and purchase of Materials. However, if such suspension lasts for a period of 3 months without the Seller being able to deliver sufficient quantities of Products, the Buyer may decide to terminate the Agreement with regard to such Product that may be affected by such force majeure event.

21. Governing Law and Jurisdiction

The contractual parties commit to resolving any disputes arising in connection with the Agreement through mutual negotiation and settlement. All disputes arising from this Agreement or in connection with it or concerning its validity or invalidity shall be – unless otherwise agreed in writing – finally settled at the Arbitration Court of the Economic Chamber of the Czech Republic and Agricultural Chamber of the Czech Republic according to its Rules by three arbitrators.

The General Terms and Conditions come into force and effect on February 1, 2024.