General business terms and conditions

These general business terms and conditions regulate the conditions of the realization of the delivery of the goods by the Xfer, limited liability company, based in Brno, Podnásepní 1, PSČ 602 00 IČO: 27688445 on one side (hereinafter referred to as the "Seller") and an individual or a corporation on the other side (hereinafter referred to as the "Buyer").

By placing a firm order the Buyer expresses his approval to General business terms and conditions.

Subject of the Agreement
Subject of the Agreement is the delivery of the textile products and of other goods (hereinafter referred to as the "goods") bindingly agreed between the Seller and the Buyer in the Purchase Agreement including all appendices of this Agreement.

Conclusion of the Purchase Agreement, Purchase Price
The Agreement is concluded on the basis of a binding order of the Buyer and its confirmation by the Seller. The order can be delivered to the Seller via e-shop, fax and a letter.
E-shop shall be accessed to the Buyer upon filling in an application form. Then the price range will individually be assigned to the Buyer by the Seller.

Unless a different price is agreed in writing or unless the price is adjusted by a new price list, the price list represents the valid purchase price of the goods for the conclusion of the Purchase Agreement in that relevant date. As from the date of the issuance of the new pricelist, a validity of the old one expires. The purchase price of the goods is considered to be "ex warehouse" of the Seller, i.e. does not include the delivery cost.

Delivery time and delivery conditions for foreign customers (does not apply to Slovakia)
The stock goods is despatched in accordance with the individual agreement between the Seller and the Buyer.

Terms of payment
The Buyer undertakes to pay the purchase price of the delivered goods and of the services including prospective freightage and VAT.

One of the reimbursement methods shall be marked in the Agreement upon mutual agreement:

1. Cash on delivery
2. Bank transfer following the invoice issued upon the delivery of the goods or upon a handover of the goods by the first common carrier.
3. Payment in cash following the handover of the goods by the Buyer
4. 100 % advance inclusive of VAT upfront (following the advance invoice of the Seller)
5. x % as a partial advance payment (following the invoice)
6. x % as a partial advance payment + pay-up in cash at handover of the goods

Unless the mutual agreement implies otherwise, the issued invoice shall be due within 14 days of its issuance, and the invoice is considered to be paid upon the day of the receipt of the payment of the whole invoiced amount to the Seller’s account.

Should the Buyer agree on the part performance of the Agreement, the Seller shall be entitled to invoice the part performance of the subject of the Agreement as well and the Buyer shall be obliged to pay such an invoice in the term of expiration.

The Buyer acquires the ownership title to the subject of the Agreement upon the day of the payment of the purchase price to the full extent.

Stoppage of the payment and its shortening for reasons of counterclaim is not permissible, unless it was agreed otherwise in writing.

Interest for delayed payment
In the case of a default in settlement of obligations arising between the Seller and the Buyer, the contractual interest of delayed payment is negotiated in the amount of 0.5% for each day of the delay of the payment or of the performance of the Agreement.

Withdrawal from the Purchase Agreement
The Seller can unilaterally withdraw from the Agreement in case that the Buyer is in delay with the payment advance exceeding 10 days against the agreed deadline, in the case of a major breach of the obligations resulting from the Agreement and in cases determined by Commercial Code.

The declaration of the withdrawal from the Agreement shall be in writing and shall specify what the reason of the withdrawal was. The Agreement is terminated upon a delivery of the withdrawal.

Other provisions
The Seller shall be responsible for the risks of defects, loss and damages to the goods caused during the transportation via the carrier. Upon handover of the delivery of the goods by the Buyer these risks are transferred to him.

To claim rights arising from a liability for defects there are mandatory provisions for contracting parties of paragraph 422 et seq. of Commercial Code under the statutes at large valid at the moment of the conclusion of the Purchase Agreement.

The Buyer must claim apparent defects from the Seller in writing 7 days at the latest upon the delivery of the goods; and hidden defects 6 month at the latest. Nevertheless, the claim has not a deferring effect on the due date of the relevant invoice.

The Seller shall be obliged to rectify the acknowledged defects by facultative compensation, by credit note or by another agreed way but within a month at the latest upon receiving the claim of defects. Other claims, especially claims for remote damages and subsequent losses, are excluded from the liability for defects.

In case that the apparent defects on the goods come to light, a possible printing or another modification of the subject of the Agreement which cannot demonstrably be associated with the occurrence of the apparent defects is not an impediment to compensation for damages.

Quantity differences discovered by the Buyer outside the Seller’s premises must be supported for recognition by the testimony of a third independent person.

The Buyer’s failure to pay for the delivered goods within 30 days upon the agreed due date is considered as the major breach of the Agreement.

The Buyer becomes an owner of the goods at the moment of its full payment, i.e. at the date of the receipt of the amount for the goods to the Seller’s account.

E-shop
Before the initiation of collaboration, the Buyer is obliged to become familiar with the General business terms and conditions.

User name and password of the Seller, used to log in to the system, is known only to the Buyer. In the case of its loss or abuse the Buyer is obliged to report it without delay to the Seller. The Seller will block an account of the Buyer and set a new password, which the Buyer can then change according to his deliberation.

The orders realized via the internet (as a binding draft agreement) are confirmed by the Seller in writing and are always binding for the Buyer immediately upon its sending to the server.

Final provisions
Contractual relations between the Seller and the Buyer are governed by the Purchase Agreement and by these General business terms and conditions. Matters not governed by the Agreement and by the General business terms and conditions are governed by the Commercial Code.

Should the Parties fail to reach an amicable settlement of a dispute, then all disputes arising from the Agreement eventually from the General purchase agreement and in connection with it shall be resolved by arbitration with the Arbitration Court of the Economic Chamber of the Czech Republic and the Agrarian Chamber of the Czech Republic in accordance with the process rules of this Court. Both Parties take into account that the decision issued based on these proceedings represents a final resolution of the issue in dispute.

These General business terms and conditions are effective from 01.09.2007