Article 1
Definition of Terms and Interpretation of GTC Provisions
1.1.       Definition of Terms
Unless otherwise expressly stated in these GTC, the terms used in these GTC shall have the meanings defined in this paragraph below.
Acceptance - means confirmation of the Order by the Seller delivered to Interested Party.
Quotation - means a quotation for the Goods in which the Buyer has expressed interest to the Seller, sent by the Seller to the Interested Party. The quotation shall include at least (i) the specification of the specific type(s) of Goods and (ii) the price for 1 unit of the selected Goods.
Affected Entities - has the meaning set out in paragraph 10.1. of these GTC.
Website - means the Seller's website available at www.slipsheet.cz.
Purchase Price - means the total price of the Goods the purchase of which is the subject of the Agreement. Wherever the Purchase Price is referred to in these GTC, it shall be deemed to include the Costs, unless expressly stated otherwise in these GTC.
Buyer - means an Interested Party who has concluded an Agreement with the Seller in accordance with these GTC.
Place of Performance - means the place where the Seller is obliged under the Agreement to deliver the Goods to the Buyer, which will be specified in the Quotation or Acceptance.
Costs - means the costs associated with the delivery of the Goods to the Buyer, including any administrative fees, taxes, duties, freight, packing or other similar expenses that the Seller may incur in connection with the delivery of the Goods to the Buyer.
Civil Code - means Act No. 89/2012 Coll., the Civil Code, as amended.
Order - means an order for Goods in relation to the Quotation, delivered by the Customer to the Seller.
Seller - means SOPACK s.r.o., with registered office at Sakařova 1331, Bílé Předměstí, 530 03 Pardubice, ID No.: 02746298, VAT ID No.: CZ02746298, registered in the Commercial Register kept at the Regional Court in Hradec Králové, file No. C 33346.
Agreement - means a purchase contract, the subject of which is the purchase of Goods in the context of wholesale sales, concluded between the Seller and the Buyer in accordance with these GTC.
Terms and Conditions - has the meaning set out in paragraph 2.8 of these GTC.
Contracting Parties - means the Seller and the Buyer together.
Specification - means the specification of parameters and other characteristics of the relevant Goods provided or made available (e.g. on the Website or within the Quotation) by the Seller to the Customer.
GTC - means these General Terms and Conditions of the Seller, which are available on the Website.
Manufacturer - means the manufacturer of the relevant Goods the purchase of which is the subject of this Agreement.
Interested Party - means a natural or legal person who is not a consumer within the meaning of Section 419 of the Civil Code and who has expressed to the Seller the interest in certain Goods.
Warranty Period - has the meaning set out in paragraph 6.3. of these GTC.
Goods - means the products or items that (i) the Seller offers for sale through the Website or (ii) are subject to purchase under the Agreement, as applicable in the context of the relevant provision of these GTC.
1.2.       Interpretation of GTC Provisions
Unless explicitly stated otherwise in these GTC:
a)   the division of these GTC into articles and paragraphs and the inclusion of headings is for the convenience of reference only and shall not affect the meaning or interpretation of these GTC;
b)   where consistent with the subject matter or context of these GTC, references in these GTC to articles and paragraphs are to articles and paragraphs of these GTC;
c)    where consistent with the subject matter or context of these GTC, words expressing only the singular include the plural and vice versa, words expressing the masculine include the feminine and neuter and vice versa, and words expressing persons include both natural and legal persons;
d)   except as otherwise expressly provided in these GTC, if these GTC impose an obligation on a Party to "ensure" (i) that another person acts or refrains from acting, the failure of that other person to do what the Party has agreed to ensure, or (ii) the occurrence of a fact or event, if such fact or event does not occur, it shall be deemed to constitute a breach of the Party's obligation under the Agreement.
 
Article 2
Agreement Conclusion and Content
2.1.       Subject of the Agreement
With the Agreement, (i) the Seller undertakes to hand over to the Buyer the Goods the purchase of which is the subject of the Agreement and to enable the Buyer to acquire ownership of the Goods and (ii) the Buyer undertakes to accept the Goods and to pay the Seller the agreed Purchase Price, all in accordance with the Agreement Terms.
2.2.       Presentation of Goods
Any presentation of Goods placed on the Website is for informational purposes only and the Seller is under no obligation to enter into an Agreement in relation to any such Goods. Section 1732(2) of the Civil Code shall not apply.
2.3.       Use of Remote Means of Communication
The Interested Party/Buyer agrees to the use of remote means of communication in concluding the Agreement. Costs incurred by the Interested Party/Buyer in using remote means of communication in connection with the conclusion of the Agreement (including internet connection costs, telephone call costs, etc.) shall be borne in full by the Interested Party/Buyer.
2.4.       Language of the Agreement
The Agreement may be concluded in Czech or English. If the Agreement is concluded in more than one language, the Czech language version shall prevail and if neither of the language versions is Czech, then the English language version shall prevail.
2.5.       Procedure for Concluding the Agreement
The Agreement shall be concluded as follows:
a)   In order to express an interest in a particular Goods, the Interested Party is obliged to contact the Seller by e-mail, telephone or via the Website (through the contact form for each type of Goods presented on the Website or through the chat available on the Website). As part of the expression of interest, the Interested Party is obliged to provide at least (i) the name of the contact person of the Interested Party, (ii) a contact e-mail address and (iii) the type of Goods in which the Interested Party is interested.
b)   Based on the interest expressed, the Seller shall contact the Interested Party to clarify the Interested Party’s requirements.
c)    After specifying the Interested Party’s requirements, the Seller will prepare and send the Interested Party a Quotation. For the avoidance of doubt, the Seller shall not be obliged to send a Price Quotation or enter into an Agreement if it is unable or unwilling to meet the requirements of the Interested Party.
d)   If the Interested Party agrees to the Quotation, he or she is obliged to deliver the corresponding Order to the Seller. By sending the Order, the Interested Party confirms that he/she has read the Quotation and these GTC, agrees to them and undertakes to comply with them. If the Order contains any additions, reservations, limitations or other changes from the subject Quotation or any other part of the Terms and Conditions, the Seller shall have the right to reject such Order and, if applicable, prepare and send to the Interested Party a new Quotation taking into account the additions, reservations, limitations or other changes of the Interested Party. If the Interested Party agrees to such revised Quotation, it shall deliver to the Seller a new Order corresponding to the revised Quotation. For the avoidance of doubt, the Seller shall not be obliged to send a Price Quotation or enter into an Agreement if it is unable or unwilling to comply with the additions, reservations, restrictions or other changes of the Interested Party.
e)   If the Order delivered to the Seller corresponds to the Quotation (or the Quotation modified according to point d) of this paragraph above), the Seller shall send the Acceptance to the Interested Party.
f)    The Agreement is concluded with effect from the moment the Seller sends the Acceptance to the Interested Party, who becomes the Buyer at that moment.
2.6.       Changes and Cancellation of the Order
The Interested Party is entitled to make changes to the Order or cancel the Order in writing only and until the moment of conclusion of the Agreement, i.e. the written change of the Order or cancellation of the Order must be delivered to the Seller no later than the moment when Acceptance is sent by the Seller to the Interested Party. Any amendments or cancellation of the Order after the said period may not be taken into account by the Seller. In the event of a change to an Order delivered to the Seller within the time limit referred to in the first sentence of this paragraph, the provisions of paragraph 2.5(d) of these GTC shall apply similarly.
2.7.       Quotation
The Quotation is valid for 30 days from the date of issue, unless otherwise expressly stated in the quotation. After the expiry of the validity period, the Seller is not bound by the Quotation in any way. The Seller shall be entitled to withdraw the Quotation in justified cases even within the validity period.
2.8.       Contents of the Agreement and Terms and Conditions
The content of the Agreement consists of the provisions set out in:
a)   Acceptance;
b)   Quotation;
c)    Specification;
d)   these GTC; and
e)   other documents to which the above documents may refer or to which the Interested Party/Buyer will be notified by the Seller
(collectively, the "Terms and Conditions"). Each part of the Terms and Conditions is an integral part of the Agreement. In the event of a conflict between the provisions of the individual parts of the Terms and Conditions, the provisions of the parts of the Terms and Conditions in the order set out above in this paragraph shall prevail.
2.9.       Differing Terms and Conditions (Battle of Forms)
In the event that the Buyer applies its own terms and conditions in relation to contracts concluded by it within the meaning of Section 1751(1) of the Civil Code, such terms and conditions of the Buyer shall not apply in relation to the Agreement to the extent that they conflict with the provisions of these GTC or other provisions of the Agreement Terms. The provisions of the Terms and Conditions, including the GTC, shall prevail over any provisions of the Buyer's terms and conditions. This provision shall apply even if the Purchase Order or any other communication from the Interested Party/Buyer to the Seller provides otherwise.
 
Article 3
Purchase Price, Costs and Payment Terms
3.1.       Purchase Price
The Purchase Price, or the method of its determination, is set out in the Quotation. The right to payment of the Purchase Price arises for the Seller on the date of conclusion of the Agreement. Section 2119(1) of the Civil Code shall not apply.
3.2.       VAT
All prices of the Goods quoted in the Terms and Conditions or on the Website are exclusive of VAT. VAT in the relevant amount determined in accordance with the relevant legislation in force and effective on the date of the taxable transaction will be added to the Purchase Price in the relevant invoice.
3.3.       Cost
Unless otherwise expressly stated in the Quotation, the Purchase Price stated in the Quotation does not include any Costs. Unless otherwise agreed by the Parties, the Buyer shall reimburse the Seller for all Costs and the Costs shall be quantified in the relevant invoice issued to settle the Purchase Price. The maturity of the Costs shall be identical with the maturity of the Purchase Price.
3.4.       Maturity of the Purchase Price
The Buyer is obliged to pay the Purchase Price by bank transfer to the Seller's account on the basis of an invoice issued by the Seller, (i) within 14 calendar days from the date of delivery of the Goods within the meaning of paragraph 4.1. of these GTC or (ii) by the due date marked on the invoice, whichever is later. In the event of the Buyer’s default in payment of the Purchase Price or any part thereof, the Seller shall be entitled to a contractual penalty from the Buyer totalling 0.1% of the amount of which the Buyer is in default for each day of default. The Seller's right to full compensation for damages shall not be affected.
3.5.       Advance Payment
The Seller is entitled to require the Buyer to pay the advance payment of the Purchase Price within a period according to the Seller's requirements, up to 100%. In such a case, the Seller is entitled to suspend the performance of any of its obligations (in particular, the Seller is entitled to suspend the production or delivery of the Goods by the Manufacturer or suspend the delivery of the Goods to the Buyer) until the advance payment of the Purchase Price in accordance with the Seller's requirements is completed in full. In the event of delay by the Buyer in payment of the advance payment or any part thereof, the Seller shall be entitled to a contractual penalty from the Buyer totalling 0.1% of the amount of the advance payment for each day of delay. The Seller's right to full compensation for damages shall not be affected. In the event of the Buyer’s default in payment of the advance payment or any part thereof for more than 7 calendar days, the Seller shall be entitled to withdraw from the Agreement.
3.6.       Reimbursement Day
Any amount shall be deemed to have been paid by the Buyer at the moment of crediting the relevant amount to the Seller's account.
 
Article 4
Delivery and Receipt of Goods
4.1.       Delivery of Goods
The Seller is obliged to hand over the Goods to the Buyer at the Place of Performance. The Seller's obligation to hand over the Goods to the Buyer shall be deemed fulfilled at the moment when the Seller allows the Buyer to dispose of the Goods at the Place of Performance and notifies the Buyer of this fact. At such time the Goods shall be deemed to have been delivered for the purposes of the Agreement.
4.2.       Delivery Periods
The Buyer acknowledges that any time limit for delivery of the Goods stated in the Terms and Conditions is for informational purposes only and is not binding and the Seller shall not be in default of its obligation to deliver the Goods if the time limit for delivery of the Goods stated in the Terms and Conditions or in any communication from the Seller to the Buyer is not met. The Seller shall be entitled to change the time limit for delivery of the Goods at any time. The Seller undertakes to inform the Buyer without undue delay (provision of information by telephone is sufficient) of the handover of the Goods to the carrier for transport to the Place of Performance, of the expected date of delivery of the Goods to the Place of Performance and any changes thereto.
4.3.       Receipt of Goods
The Buyer is obliged to take over the Goods at the Place of Performance at the time of delivery of the Goods. The Buyer shall ensure that a person authorised to accept delivery of the Goods on behalf of the Buyer is present at the Place of Performance at the time of delivery of the Goods. The Seller, or the carrier, is entitled to hand over the Goods to a person present at the Place of Performance at the time of delivery of the Goods whom he or she believes in good faith to be authorised to accept the delivery of the Goods on behalf of the Buyer (in particular, a person who provides the Seller, or the carrier, with the Quotation number or Order number). The Buyer, or its authorised representative, is obliged to confirm the receipt of the Goods to the Seller by indicating his or her name, surname, date of birth and signature on the delivery note so that the Seller is able to uniquely identify the person who took over the Goods. In the event of doubt as to the authority of a person to accept the delivery of the Goods on behalf of the Buyer, the Buyer shall promptly confirm, at the request of the Seller or the carrier, that the relevant person is authorised to accept the delivery of the Goods on behalf of the Buyer and the Seller or the carrier shall not be obliged to deliver the Goods to the Buyer until such confirmation has been made. In the event of the Buyer's delay in accepting the Goods, the Seller shall be entitled to a contractual penalty of 1% of the Purchase Price for each day of delay. The Seller's right to full compensation for damages shall not be affected. Sections 4.4 and 5.2 of these GTC shall apply similarly in such case.
4.4.       Repeated Delivery of Goods
In the event that for reasons on the Buyer's side it is necessary to deliver the Goods repeatedly or in a different manner than specified in the Agreement, the Buyer is obliged to reimburse to the Seller, in addition to the Purchase Price, the additional costs associated with the repeated delivery of the Goods or with a different method of delivery of the Goods, including any costs of additional handling and storage of the Goods until the time of receipt of the Goods by the Buyer.
4.5.       Change of Place of Performance
Any change to the Place of Performance specified in the Quotation or Acceptance is not possible without the Seller's consent. In the event of a change of the Place of Performance due to reasons on the Buyer's side, the Buyer is obliged to reimburse to the Seller, in addition to the Purchase Price, the additional costs associated with the delivery of the Goods to another Place of Performance.
4.6.       Inspection of Goods on Receipt
Upon receipt of the Goods from the carrier, the Buyer is obliged to check the completeness of the Goods (in terms of the number of pallets and packaging) and the integrity of the packaging of the Goods and in the event of any defects to notify the carrier and the Buyer immediately. Any defects shall be recorded by the Buyer in the complaint report or in the shipping document. This record must be confirmed and signed by the Buyer and the carrier (or the driver). In the event that the Buyer fails to make a record of defects in the Goods on receipt in accordance with the preceding sentence, the Buyer's rights under the defective performance in respect of such defects shall be extinguished.
4.7.       Failure to Accept Goods
In the event of delay of the Buyer in taking over the Goods for more than 14 calendar days, the Seller is entitled to unload and leave the Goods at the Place of Performance despite the Buyer's failure to cooperate, or to exercise the rights under paragraph § 2126 paragraph 1 of the Civil Code (self-help sale) to the extent appropriate. The Buyer is obliged to reimburse to the Seller the Purchase Price in full, regardless of the Seller's exercise of its rights under the preceding sentence. The provisions of paragraph 4.4 of these GTC shall apply in such case similarly in relation to additional costs incurred by the Seller for the purpose of exercising the Seller's entitlement under the first sentence of this paragraph.
4.8.       Delivery of Larger Quantities of Goods
If the Seller delivers to the Buyer a larger quantity of Goods than agreed in the Agreement, the Agreement shall be deemed to have been concluded also in respect of such excess quantity of Goods, unless the Buyer expressly refuses the Goods without undue delay following receipt of the Goods. In the event that the Agreement is also concluded in respect of such excess quantity of Goods, the Purchase Price shall be increased accordingly. All provisions of the Agreement relating to the original quantity of Goods, including the due date for payment of the Purchase Price, shall apply similarly to the Agreement relating to the excess quantity of Goods.
 
Article 5
Title and Transfer of Risk of Damage to the Goods
5.1.       Transfer of Ownership
Title to the Goods shall pass from the Seller to the Buyer upon payment of the Purchase Price in full, including any applicable accessories, fees and contractual penalties due at such time. The Buyer, who has taken over the Goods, is obliged to keep the Goods with due care until the moment of transfer of ownership of the Goods.
5.2.       Transfer of Risk of Damage to the Goods
The risk of damage to the Goods passes from the Seller to the Buyer at the moment of delivery of the Goods, i.e. at the moment when the Seller allows the Buyer to handle the Goods at the Place of Performance, even in the event of a breach of the Buyer's obligation to accept the Goods. Damage to the Goods occurring after the risk of damage has passed to the Buyer pursuant to the preceding sentence shall not affect the Buyer's obligation to pay the Purchase Price in full, unless the damage occurred as a result of a breach of the Seller's obligation.
5.3.       Default in Payment of the Purchase Price
Without prejudice to the Seller's rights under paragraph 3.4. of these GTC, in the event of default by the Buyer in payment of the Purchase Price or any part thereof (i) the Seller shall be entitled to prohibit the Buyer from using the Goods or any part thereof or to require the Buyer to return the Goods and the Buyer shall be obliged to do so, and at the same time (ii) the Buyer shall not be entitled to dispose of the Goods in any way, including the provision of the Goods as a guarantee (the Buyer shall not be entitled, in particular, to sell or otherwise transfer the Goods to a third party, allow a third party to use the Goods, pawn the Goods, etc.).
 
Article 6
Warranty and Rights Related to Defective Performance
6.1.       Goods as Subject of Purchase
The Seller is obliged to deliver the Goods to the Buyer in the quantity and design agreed in the Agreement. The Goods must be of a quality in accordance with the Specification and, if the Specification has not been provided to the Buyer, of a quality suitable for the usual purpose, i.e. the purpose for which the Goods are normally used.
6.2.       Responsibility for Selection of Goods
The Buyer is fully responsible for the selection of the Goods, i.e. for the fact that the Goods will be suitable for their intended purpose, regardless of whether this purpose was known to the Seller or not. The Seller strongly recommends that the Buyer tests a sample of the Goods before using the Goods for their intended purpose. The provisions of the Terms and Conditions, including these GTC, shall apply in full in relation to samples of the Goods.
6.3.       Warranty
The Buyer acknowledges that all Goods are intended for single use only. The Seller therefore warrants the quality of the Goods for the first use of the Goods only, provided that the Goods are used within 3 months of the date of delivery of the Goods (the "Warranty Period"), unless the Terms and Conditions expressly provide for a greater warranty.
6.4.       Exclusions from Liability for Defects
The Seller shall be liable solely (i) for defects in materials, functional defects or manufacturing defects existing at the time the risk of damage to the Goods passes to the Buyer or arising during the Warranty Period, or (ii) for defects caused by the Seller's breach of duty, the Seller's intentional conduct or the Seller's gross negligence. In no event shall Seller be liable for defects arising out of:
a)   using the Goods beyond the first use;
b)   improper handling of the Goods;
c)    failure to comply with the conditions set out in the Specification;
d)   modification of the Goods or its combination with other products;
e)   improper use or storage of the Goods;
f)    mechanical damage to the Goods; or
g)   an external event.
Furthermore, the Buyer shall not have any rights on account of defective performance if the defect is one which he or she should have known with the exercise of ordinary care at the conclusion of the Agreement.
6.5.       Inspection of Goods
Without prejudice to the Buyer's obligations under paragraph 4.6 of these GTC, the Buyer is obliged to inspect the Goods without undue delay after the risk of damage to the Goods has passed to the Buyer, in particular to check the quantity and characteristics of the Goods.
6.6.       Rights Arising from Defective Performance
In the event of any defect in the Goods, the Buyer shall be entitled in the first instance, at its discretion, to have the defect remedied by (a) repair of the defective Goods, (b) delivery of replacement Goods without defect or (c) delivery of the missing Goods. Only if (i) the Seller fails to remedy the defect within a reasonable period of time from the date of the exercise of the Buyer's rights under the preceding sentence (including the choice of remedy) or (ii) the Seller notifies the Buyer that it will not remedy the defect, the Buyer shall have the right, at its option, to demand a reasonable discount on the Purchase Price in lieu of remedying the defect or may withdraw from the Agreement.
6.7.       Exercise of Rights Arising from Defective Performance
The Buyer is obliged to exercise the rights from the defective performance by notifying the Seller of the defect, providing the Seller with the documents required under paragraph 6.8. of these GTC and informing the Seller of the choice of the method of elimination of the defect within a period of time without undue delay after the relevant defect could have been detected by the Buyer with sufficient care, but no later than the expiration of the Warranty Period. The Buyer shall be obliged to claim the defect consisting in delivery of a smaller quantity of Goods from the Seller within 5 days after receipt of the Goods. In the event of missing the deadline for exercising the rights from defective performance according to the previous sentence, the Buyer shall lose any rights from defective performance. If the Buyer notifies the Seller of the defect within the time limit according to the first sentence and provides the Seller with the documents required according to paragraph 6.8. of these GTC, but does not inform the Seller of the choice of the method of defect removal, the Buyer does not forfeit the right of defective performance, but the Seller is entitled to choose the method of defect removal at its discretion. The exercise of rights from defective performance shall not have a suspensive effect on the Buyer's obligation to pay the Purchase Price in full within the time limit pursuant to paragraph 3.4. of these GTC.
6.8.       Documents for Exercise or Rights Arising from Defective Performance
As part of the notification of the defect, the Buyer is obliged to provide the Seller with:
a)   the number of the invoice in question;
b)   the number of the defective pallet (photocopy of the label);
c)    detailed description of the defect;           
d)   photograph of the defect; and
e)   sample of the defective Goods.
The Buyer is also obliged to allow the Seller to inspect the defective Goods. In the event of failure to provide any of the documents referred to above within the period for exercising the rights of defective performance under paragraph 6.7 of these GTC or in the event of a breach of the obligation under the previous sentence, the Buyer shall lose any rights of defective performance.
 
Article 7
Liability for Damages
7.1.       Limitation of Liability for Damages
In the event of any damage to the Buyer as a result of a breach of the Seller's obligations under or in connection with the Agreement or as a result of a defect in the Goods, the Seller shall be solely liable for the actual damage. In no event shall the Seller be liable to the Buyer for any non-economic damage or loss of profit. The total amount of damages which the Seller may be obliged to pay to the Buyer shall not exceed the amount corresponding to the Purchase Price.
 
Article 8
Withdrawal from the Agreement
8.1.       Reasons for Withdrawal from the Agreement
In addition to other reasons specified in these GTC, the Parties are entitled to withdraw from the Agreement exclusively for reasons pursuant to Section 2002(1) of the Civil Code, and only in writing. The Seller is also entitled to withdraw from the Agreement in the event that any judicial or other proceedings (in particular insolvency or enforcement proceedings) concerning the Buyer are initiated, which, at the Seller's discretion, could jeopardise the performance of the Buyer's obligations under the Agreement.
8.2.       Effects of Withdrawal from the Agreement
Any withdrawal from the Agreement shall take effect at the time of conclusion of the Agreement (ex tunc). Withdrawal from the Agreement shall not affect the right to payment of a contractual penalty or to compensation for damages arising from a breach of a contractual obligation prior to the delivery of the notice of withdrawal to the other Party.
 
Article 9
Protection of Confidential Information
9.1.       Confidentiality Obligation
All information that the Seller discloses to the Buyer within the conclusion and performance of the Agreement, as well as information constituting its content and information that the Seller discloses to the Buyer or otherwise arises within its performance, shall be considered confidential information. The Buyer shall not disclose such information to anyone without the prior written consent of the Seller and shall take such measures to prevent its accessibility to third parties. The obligations under this clause shall not apply to the following cases (in which the Buyer shall promptly notify the Seller of such disclosure) where:
a)   the Buyer has a contrary obligation under the law; or
b)   the Buyer discloses such information to persons who are under a statutory duty of confidentiality; or
c)    such information becomes publicly known or available otherwise than through a breach of the obligations under this provision.
 
Article 10
Processing of the Data of Contracting Parties’ Contact Persons of the Contracting Parties
10.1      Affected Subjects
For the purposes of effective communication between the Parties and for the purposes of the performance of the Agreement or legal obligations, the Parties shall collect and process personal data of contact persons, representatives and/or other data subjects involved in the performance of the Agreement (hereinafter referred to as "Affected Subjects") to the extent necessary. The Parties shall be separate data controllers of the personal data of the Data Subjects and shall each perform their obligations under the applicable laws and regulations separately and at their own expense. The Buyer undertakes to inform the Data Subjects whose personal data it transfers to the Seller for the purposes defined in this paragraph about the processing of their personal data by the Seller by providing a link to the website https://www.slipsheet.cz/ochrana-osobnich-udaju.
 
Article 11
Communication
11.1.    Methods of Communication
Any notice or document to be served under or in connection with the Agreement shall be in writing (except as otherwise expressly provided in these GTC) and may be served personally or sent by registered post or standard courier service to the Party to be served or by email to its address set out in this clause below or to any other address communicated by it to the other Party in accordance with this clause.
For the Seller:                          SOPACK s.r.o., Sakařova 1331, Bílé Předměstí, 530 03 Pardubice, info@sopack.cz
For the Buyer:                        The Buyer's registered office address, the e-mail address specified in the expression of interest under paragraph 2.5. a) of these GTC
 
Article 12
Final Provisions
12.1.    Salvatory Clause
 If any provision of these GTC is or becomes invalid, ineffective or unenforceable, the validity, effectiveness or enforceability of any other provision of these GTC shall not be affected. The parties agree to replace the invalid, ineffective or unenforceable provision with a new provision whose language is consistent with the intent expressed in the original provision and these GTC as a whole.
 
12.2.    Waiver of Right
If Seller overlooks or excuses any default, breach, delay or failure of any obligation of Buyer under the Agreement, then such act or omission shall not constitute a waiver of such obligation with respect to any continuing or subsequent default, breach or failure thereof, and no waiver shall be deemed effective unless expressed in writing in each case.
12.3.    Assigning
The Buyer shall not assign any of its rights under the Agreement, transfer any of its obligations under the Agreement or assign the Agreement as a whole to a third party without the prior written consent of the Seller.
12.4.    Credit
The Buyer shall be entitled to set off any of its claims against the Seller under the Agreement exclusively by written agreement.
12.5.    Rebus sic stantibus
The Buyer assumes the risk of change of circumstances after the conclusion of the Agreement within the meaning of Section 1765(2) of the Civil Code.
12.6.    Applicable Law
The Agreement, including all Terms and Conditions, its interpretation and legal relations arising from it shall be governed by the law of the Czech Republic. The Parties hereby exclude the application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.
12.7.    Prorogation Clause
Any disputes between the Parties arising out of or in connection with the Agreement, as well as any terms and conditions of the Agreement, including any dispute relating to the existence, validity, effectiveness or termination of the Agreement, which cannot be resolved amicably, shall be settled and finally determined by the courts of the Czech Republic having jurisdiction as to the subject matter and place.
12.8.    Efficiency
These GTC shall come into force and effect on 1 January 2022.