1. Initial Provisions
  2. These terms and conditions (hereinafter referred to as “General Terms and Conditions“) define the rights and obligations arising from the Purchase Agreement between the Seller, i.e. the company NICKNACK s.r.o., Company ID no.: 29287464, with its registered seat at Olomoucká 888/164, Černovice, 627 00 Brno (hereinafter referred to as the “Seller“) and the Buyer (hereinafter referred to as “Buyer“).
  3. The General Terms and Conditions become part of the contractual relationship between the Seller and the Buyer by concluding a contract or accepting an offer in accordance with Section 1751 (1) of Act No. 89/2012 Coll., The Civil Code, as amended (referred to as the “Agreement“).
  4. The provisions of the Agreement shall prevail over these General Terms and Conditions. The Seller’s and Buyer’s rights and obligations under the Purchase Agreement consist of the Agreement and, in the remaining extent, these General Terms and Conditions.
  5. The provisions of Section 1752 (2) of the Civil Code shall not apply. The application of the Buyer’s Terms and Conditions is excluded.
  6. Basic Contractual Terms
  7. The subject of the purchase are polypropylene cups with a volume of 0.5l, 0.4l, 0.3l, 0.25l with the trade name NICKNACK, as well as HOT CUP cups 0.3l, 0.2l and 0.1l, their more detailed specification including the quantity is contained in the Agreement (which also means the accepted Order) (hereinafter referred to as the “Cups“. In addition to the Cups, the subject matter of the purchase may also be related goods (in particular printing forms, IML foils, plastic boxes with lids), if this follows from the Agreement (the Cups and any related goods hereinafter referred to as “Goods“).
  8. The Seller undertakes to deliver the Goods to the Buyer and enable it to acquire ownership title for the Goods. The Buyer undertakes to take over the Good and reimburse the agreed price to the Seller.
  9. The Buyer undertakes to reimburse to the Seller the purchase price of the Goods in the amount and according to the terms of payment as specified in the Offer (hereinafter referred to the “Price“). Unless otherwise stated in the Agreement, the Buyer is obliged to pay a deposit on the Price in the amount of 100% of the Price. The maturity of the deposit is 7 days from the date of conclusion of the Agreement, unless otherwise specified in the Agreement. The due date for payment of the Price (in the case of an advance payment of the additional Price) is 7 days from the date of delivery of the Goods to the Buyer, unless otherwise specified in the Agreement.
  10. Unless expressly stated otherwise, all amounts stated are exclusive of VAT, which will be charged in accordance with applicable law.
  11. In the case of the Buyer’s default in the payment of the Price or any other amount pursuant to the Agreement or these General Terms and Conditions, the Buyer agrees to pay to the Seller default interest of 0.1% of the amount due for each commenced day of default. In such a case, the Seller is also entitled to withdraw from the Agreement. All periods and time limits for Seller’s obligations shall be extended by Buyer’s default in the payment of any amount.
  • Cup Print
  1. If specified in the Agreement, the Cups will be delivered printed and the print specification is, as a rule, included in the Agreement or the Buyer has submitted or will submit the specification at the latest within 5 days from the date of the Agreement, to the Seller separately in the appropriate printing format (AI, EPS, PDF). The Buyer warrants that it has settled all rights to the print data (in particular copyright and other intellectual property rights) and represents to the Seller that it will not interfere with any third-party rights or any applicable legal regulations by executing the Agreement.
  2. Based on the Buyer’s print specification, the Seller will produce a two-dimensional (2D) image preview of the actual size print and submit it to the Buyer for approval. The Buyer is obliged to approve the proposal or to comment on it within 5 days from the date of submission of the proposal. By approving the image preview, the Buyer instructs the Seller to print the cups according to the image preview.
  3. The Buyer acknowledges that the final shape and design of the printed Cups may differ from the image preview, as the Cup is a three-dimensional object compared to the image preview and is made of transparent material. Differences according to the previous sentence are not considered to be defects of the Cups. The Cups will be printed using the 1. rotary screen-printing technology or 2. IML (full-area photorealistic printing) technology etc. If the Buyer opts for rotary screen-printing technology and submits to the Seller a print specification (print data) unsuitable for the selected technology, Seller will notify the Buyer thereof it; if, despite such notice, the Buyer insists on the use of such improper print data, deficiencies in the final design of the Cups resulting from such insistence shall not be considered a defect of the Cups.
  4. In the case of printing of cups by rotary screen-printing technology, the Buyer is obliged to specify Pantone colours from the swatch book (pantone solid coated). If the Buyer does not specify pantone colours, the pantone colour is selected by the seller by converting the data in CMYK to the nearest similar pantone colour according to the nearest numerical value. The buyer is obliged to check and agree the colour number. By agreeing to the final data, the Buyer agrees to the selected pantone colour. The Seller is only responsible for pantone colour matching if a white underprint is used for the graphic. Differences in colour shades in reality and on electronic display devices cannot be considered as a defect of the goods.
  5. All deadlines and time limits applicable to Seller shall be extended by the period of any default in Buyer’s submission of the printing specification to the Seller and by the period of any default in Buyer’s statement regarding the image preview; this does not apply if the time limit is calculated according to the Agreement from the delivery of the printing specification or from the statement on the image preview.
  6. The Buyer acknowledges that laminated dual-layer cup foils for full-area photorealistic printing of the Cups are provided by the Buyer through its subcontractor, which may result in the actual number of foils produced not exactly matching the number of Cups ordered (+/- 5% tolerance). Should such a situation arise, Buyer shall not be entitled to compensation for any resulting damage or other compensation.
  7. Related Services
  8. The Agreement may also cover the provision of services by the Seller, such as washing of the Cups. In such a case, the Buyer undertakes to reimburse to the Seller the remuneration agreed for the provision of the Service in the Agreement.
  9. Buyer’s Cooperation, Consent with Photography
  10. If required for the provision of related services, the Buyer is obliged to provide the Seller with all necessary cooperation (e.g. space at the event venue, entry permit, etc.).
  11. The Buyer agrees that the Seller, or a person authorised by the Seller, is entitled to take photographs and video recordings at the event for which the Cups are intended and for this purpose is obliged to allow access to the zones designated for photographers and media.
  12. The Buyer also agrees that Seller is entitled to include the Buyer in its promotion as a reference customer by indicating the name/business name and logo of the Buyer and by indicating the name and logo of the event for which the Cups are intended, in particular on Seller’s website and promotional material materials.
  13. Delivery of Cups
  14. The Seller shall fulfil its obligation to submit the Goods to the Buyer by handing them over to the first carrier for transport to Buyer. The risk of damage to the Goods is transferred onto the Buyer by handing over the Goods to the first carrier for transportation to Buyer.
  15. The cost of transporting the Goods to the destination specified by the Buyer (referred to in the contract as the “place of delivery”) shall be borne by the Buyer; if the Seller arranges transport on behalf of the Buyer, the Buyer is obliged to reimburse the transport costs to the Seller in advance prior to the transport. Article 2119 (1) of the Civil Code does not apply.
  16. The Buyer is obliged to inspect the Goods immediately their transport to the place of destination by the carrier. In particular, the Buyer is obliged to check before accepting the Goods that the packaging in which the Goods is stored for transport is not damaged. If the Buyer finds any damage to the packaging, the Buyer is obliged to refuse to accept the Goods; if the Goods are taken over despite defective packaging, it is assumed that any defects of the Goods were caused during transport and Seller is not responsible for them in such a case. The same applies if the Goods were packaged other than (i) in the original packaging – carton bearing the “NICKNACK napij se jinack” logo, or (ii) in a sealed plastic box with lid.
  17. The Seller undertakes to deliver the Goods to the Buyer, i.e. to hand over the Goods to the first carrier for delivery to the Buyer within the time limit specified in the Agreement; if the time limit is not specified in the Agreement, then if the Cups according to the Agreement are produced by screen printing, the time limit is max. 10 weeks; if they are produced with the IML technology, the time limit may reach up to 10 weeks.
  18. If the Buyer and Seller agree in the Agreement that the Goods will be handed over to the Buyer at the Seller’s manufacturing facility, Seller will fulfil its obligation to hand over the Goods to the Buyer by allowing the Buyer to access the Goods at the designated location (Seller’s manufacturing facility). In such a case, Seller is obliged to hand over the Goods to the Buyer, i.e. to notify the Buyer that the Goods are ready for collection within the period specified in the Agreement; if the time limit is not specified in the Agreement, then if the Cups according to the Agreement are produced by screen printing, the time limit is max. 10 weeks; ; if they are produced with the IML technology, the time limit may reach up to 10 weeks.
  19. In the case of the Seller’s default in fulfilling the obligation to deliver the Goods to the Buyer, the Seller shall, at the Buyer’s request, reimburse to the Buyer a contractual penalty of 0.1% of the Price of the Goods, excluding VAT, with which the Seller is in default for each commenced day of delay; the maximum amount of this fine is limited to 20% of the Price of the relevant Goods.
  20. Offsetting of receivables by the Buyer is ruled out.
  • Liability for Defects of Cups
  1. The Buyer acknowledges that the residuals of beverages and other impurities must be cleaned from the Cups no later than within 48 hours from use at least by rinsing, otherwise they will be damaged.
  2. The Seller grants 2-year quality guarantee on the delivered Cups from the date of the handover of the Cups to the Buyer. The quality guarantee does not cover mechanical damage and normal wear and tear of the Cups (including printing).
  3. In case of defects to the Goods, the Buyer may only request a reasonable discount from the Price.
  4. The remainder of Buyer’s rights arising from liability for defects in the Goods shall be governed by the relevant provisions of the Civil Code.

 

In Brno on April 1, 2022

 

 

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                                                                                                                                    Mgr. Michal Hanák – executive director