General Sales Terms and Conditions
The present General Sales Terms and Conditions are applicable to all sales of disti s.r.o. (Seller) to a customer (Buyer), where derogation is allowed only by written agreement. Even then, the general sales conditions will apply for all the remaining items. These Conditions replace all previously issued Conditions of the Seller. These Conditions are valid from 1. 1. 2013 and replace all previously issued Conditions of the Seller.
Prices and Payment Terms
Prices are defined in quotes, provided by disti s.r.o. (Seller) with clearly indicated terms and validity period. If no validity period is indicated, the quotations remain valid for 30 days from the date of issue. Payment terms and credit terms and credit limits are within seller's sole discretion.
- General rule: Where not clearly stated in the Quote, Order Confirmation and/or Sales Invoice, all stated prices are exclusive of any taxes, fees, and duties or other amounts. Customer will be responsible to pay all customs charges, duties, and sales, use, gross receipts, value added, goods and services or other taxes or fees imposed under or by any governmental authority in the country of import.
- EU Buyer specific rule: The seller, disti s.r.o. has the seat in Czech Republic, a member state of European Union, using EU-VAT Reg.ID CZ29019770. In case of delivery to a buyer, who is a VAT registered entity in another EU member state and has got a valid EU-VAT Reg.ID, no VAT applies on the invoiced value and the buyer is obliged to apply VAT in the member state of acquisition as per following modes:
- Physical material delivery to an EU-VAT registered entity - Zero-rated intra-community supply of goods subject to tax in the country of acquisition as to Directive 2006/112/EC
- Electronic services delivery to an EU-VAT registered entity - Services subject to VAT reverse charge. The customer receiving this supply is liable to pay the tax under Article 196 of EU Council Directive 2006/112/EC
- Buyer is not a EU-VAT registered entity: In the case the buyer is registered in another EU member state but has not got a VAT registration, the current CZ VAT rate applies on the invoiced price
- Physical material delivery - VAT exempt (zero rate) applied for export to outside of EU - article 146(1)a, Directive 2006/112/EC
- Electronic services delivery - VAT exempt (zero rate) applied for software, computer services and supplies over electronic networks - Council Directive 2002/38/EC
The right to ownership of the delivered goods is transferred to the Buyer when the Buyer has fulfilled all obligations connected with this delivery, in particular in respect of the complete payment of the invoices. Up to that time, the goods cannot and must not be pawned or sold and the Seller retains the right to take back or demand the goods that belong to him. However, all the risks for the goods are to the charge of the Buyer as soon as the goods are put at his disposal.
Delivery is based on Incoterms conditions and shipment risks transfer and insurance agreed between disti s.r.o. and the customer, stated in the Quote, Order Confirmation and/or Invoice. Where not stated, the prices are to be understood EXW disti s.r.o. warehouse. In the case of delivery terms where Seller is organizing the transport and a shipment damage occurs, the customer must notify the shipper of any damages from transport prior to accepting the shipment and request a copy of damage record from the forwarder.
Import, Export and Re-Export of Quantum Products
Customer shall not unless otherwise authorized by the U.S. Government, supply Products or enable use of Cloud Services to entities identified on restricted lists (such as Denied Parties List, Debarred Parties, Specially Designated Nationals, Terrorists, Narcotics Traffickers, Blocked Persons and Vessels, or Entity List). Customer shall not ship or transfer Product or enable use of Cloud Services, either directly or indirectly, to the countries identified as restricted in the U.S. Export Administration Regulations, without written approval from the United States Bureau of Industry and Security. Customer will comply with the export and re-export restrictions set forth in any export license (if applicable) or license exception used to ship Products or enable use of Cloud Services. Terms of sale or other specific agreement will denote the Importer of Record. Importer of Record shall not violate any import laws, rules, or regulations of the United States and/or any other applicable country. Importer of Record is responsible for all Customs duties and other Customs related fees. Importer of Record is eligible for duty drawback rights to the Products or Cloud Services. Quantum shall mark each Product with the country of origin in compliance with the marking requirements of the United States. Current list of prohibited countries: Cuba, Iran, Syria, Sudan, and North Korea.
The goods are deemed to have been accepted if no complaint has been submitted by registered mail (or alternatively by e-mail with explicitly confirmed receipt by the Seller) within 8 business days following their receipt.
If the Seller or its suppliers cannot produce and/or deliver as a result of force majeure or other special circumstances such as lack of raw materials, shipping problems or conflicts of any kind (state of war, strike, lock out, unlawful occupation of premises, etc.) the Seller can decide to cancel the further (total or partial) execution of the agreement, or to postpone delivery to a later date than agreed upon, without the Buyer being entitled to any claim of compensation.
Any invoice not paid on the due date, will be increased by 12 percent per annum (Annual Percentage Rate). In addition, each overdue amount will legally be increased by 10 percent with a minimum of a fixed amount of 100 USD or equivalent in compensation for the costs incurred for the collection of the outstanding amounts. The default of payment on its due date of a single invoice entitles the Seller to terminate all ongoing contracts and makes all other invoices immediately payable, irrespective of their due date. Mitigation of these terms is within seller's sole discretion.
The Buyer can return the goods exclusively only based on prior written agreement with Seller where this agreement has to reflect the costs and fees of return which the Seller will deduct off the returned value. Such agreement also has to reflect the rules and conditions applied by specific vendor/producer and fees/costs/expenses incurred. Software licenses cannot be returned / refunded / exchanged generally if the activation code has been used to obtain a serial number and /or the software was activated. Vendor specific rules can exclude the software return fully, depending on product.
The Seller provides the warranty of the products based on warranty, provided by the specific vendor/manufacturer of the product. Claims cannot be made for defects in the event of only minor deviation from the agreed characteristics. Damages are limited to the difference between the purchase price and the value of the defective goods.
The warranty period is stated in the invoice by Seller. If no period indicated the original vendor's general warranty period applies.
For some products the Buyer does not get any warranty and/or support included in the price without buying support of appropriate level and extension. The original vendor's warranty/support level and extension information can be obtained from the Seller.
The Seller is not liable for damages that are not suffered by the delivered goods themselves; in particular, we are not liable for lost profit or damages to the delivered goods or other assets of the customer. This does not apply if the Buyer is entitled to assert damages based on a warranty.
Applicable Law - Jurisdiction
Any dispute between the Seller and the Buyer arising from the present contract and its execution, shall be governed by Czech law in general and by the present General Sales Terms and Conditions in particular. Place of performance for mutual legal relationship is our main place of business, i.e. Prague, Czech Republic. If any one or more conditions should be ineffective, either in whole or in part, the validity of all other conditions remains unaffected. If the ineffective clause contains an effective, appropriate part, this is to remain in force. The parties undertake to find a replacement arrangement that most closely approximates the economic result intended by the replaced clause. The same is to apply to gaps in the arrangements.
In these terms and conditions unless the context otherwise requires:
- The singular includes the plural and vice versa and a gender includes any gender.
- A reference to a law includes regulations and other instruments under it and amendments or replacements of any of them whether now or in the future.
- Any reference to "writing" includes an electronic communication and “written” is to be interpreted accordingly.