B2B legal notice

On the below day, month and year, by registering, we conclude this framework business agreement:

the following parties:

1. The Seller: 

Aylla s.r.o.

IN: 06690530

TIN: CZ0669053

with its registered office at: Jiráskova 29, Pardubice, 53002

contact adress: Sladkovského 514, Pardubice 53002, Czech republic

registered at the Regional Court in Hradec Králové, file reference C 40828

Bank details:

Bank account for CZK-denominated payments: 5236346369/0800

IBAN: CZ65 0800 0000 0052 3634 6369

Bank account for EUR-denominated payments: 2108652253/0800

IBAN: CZ0708000000002108652253

BIC (SWIFT): GIBACZPX

Contact details:

email: sales@aylla.com

phone: +420 703 144 482

web: www.aylla.com

represented by: Jan Zozulák

2. The Buyer = registrant (hereinafter referred to as "buyer")

 

entered into the following
FRAMEWORK PURCHASE CONTRACT

pursuant to Section 2709 et seq. of Act No. 89/2012 Coll. the Civil Code, as amended. (hereinafter referred to as the “Civil Code”)

1. The Seller is the exclusive manufacturer of the Aylla Czech brand shoes, based in Pardubice, Czech Republic, which produces barefoot wear for children and adults. 
2. All goods purchased by the Buyer from the Seller are subject to the provisions of this Contract.

Subject of the Contract

1. The parties agree that the legal relations established by individual (specific) purchase contracts for the sale of goods to be concluded between the parties in the future (hereinafter referred to as "specific purchase contract" or "specific purchase contracts") shall be governed by the terms and conditions agreed hereunder. 
2. The parties may only deviate from the provisions agreed under this (Framework) Contract if they agree to do so under a separate arrangement concluded in writing, which will exclude the application of this (Framework) Contract. Acceptance of an order with added changes deviating from this Framework Contract shall not be deemed to be such an arrangement.
3. Each specific purchase contract will set out the duty of the Seller to transmit the goods to the Buyer and transfer the right of ownership in the goods to the Buyer and the duty of the Buyer to accept the goods properly and pay the purchase price of the goods set out in this Contract. 

 

Delivery terms

1. By this Contract, the Seller undertakes to deliver the goods to the Buyer against specific purchase contracts to be concluded on the basis of the Buyer's orders. Each order must define the type of goods and specify the quantity thereof. With the acceptance of an order by the Seller and its delivery to the Buyer, a specific purchase contract is formed, which is binding on both parties, and such a concluded purchase contract can only be amended by written agreement between the Seller and the Buyer. The Seller may also accept the order by delivering the ordered goods. The rights and duties of the parties to such an individual purchase contract shall be governed by the provisions of this Framework Contract and the Civil Code. 
2. Goods orders are: 
   a) pre-orders - which are usually placed twice a year for the Spring/Summer and Autumn/Winter collections, always at least six months in advance. 
   b) additional orders - which can be placed during the year, if the requested goods are in stock and subject to the condition of a lower margin group than for pre-orders.
3. The parties agree that a pre-order is irrevocable and if the goods under any pre-order is not collected by the Buyer, the Seller is entitled to a contractual penalty equivalent to 75% of the purchase price of the non-collected goods specified in the pre-order. The contractual penalty is payable on the day following the date of delivery of the penalty invoice issued by the Seller to the Buyer, unless both parties agree otherwise. 
4. An order may be made in writing, by email, via B2B or over the phone, but subject to subsequent confirmation by any of the channels referred to above.
5. The Seller is required to invite the Buyer to collect the goods in writing, by phone or by email. The Buyer is obliged to collect the ordered foods. Delivery of the goods means acceptance of the goods by confirmation of the delivery note or confirmation of delivery by the shipping company. 
6. If the Seller makes any changes to the delivery date, the Buyer shall be informed of this in a timely manner. If the number of units in the order does not correspond to the number of units in the order and the Buyer has not been informed of the change in the number of units by the Seller, the Buyer is required, in their own interest, to report the inadequate quantity to the Seller and claim the missing goods as soon as possible and in any event within 7 days of acceptance of the order. Subsequent claims regarding incorrectly delivered units shall be disregarded and the Buyer acknowledges receipt of the goods without reservation.
7. The Seller shall deliver the goods to the Buyer at the place of delivery via the shipping company they use. For pre-orders and additional orders, the Seller shall add to each order the shipping and handling charges using the given season’s rates. The Seller shall deliver the Goods on the date agreed with the Buyer, unless the parties agree to a later or earlier delivery date. The Seller reserves the right to deliver the goods late in the event of sudden situations, natural disasters and similar events that are unmanageable using the Seller’s regular production method.

 

Purchase price, payment terms and sanctions

1. The parties agree that the purchase price of the goods delivered by the Seller to the Buyer against the Buyer's order and/or any specific purchase contract shall be determined according to the manufacturer’s price list of the goods as in force at the time of the specific purchase contract. 
2. The Buyer shall pay the purchase price of each delivery against an accounting and fiscal receipt (hereinafter referred to as the "invoice") to be issued by the Seller. The invoice shall fall due 14 days from the date of issue unless the parties agree otherwise. The invoice must contain information on the type, quantity and price of the goods and meet all the requirements for a fiscal receipt. The date of payment is the date on which the invoiced amount is credited to the Seller's account or paid on delivery. 
3. The Buyer acknowledges that at the time of placing a pre-order, the Buyer is obliged to pay 30% of the total purchase price of the goods under the pre-order to the Seller's account, against an advance invoice to be issued by the Seller subject to a payment term of 30 days from the placing of the pre-order unless the parties agree otherwise. The advance invoice shall subsequently be reflected in the invoice for the goods delivered.
4. The right of ownership in the delivered goods shall pass to the Buyer upon payment of the full purchase price of the goods and acceptance of the goods.
5. If the Buyer is late in payment of the purchase price, the Buyer shall pay the Seller a contractual penalty equivalent to 0.1% of the unpaid amount for each day of delay. This is without prejudice to the Seller's right to payment of default interest and damages. If the Buyer is late in payment of the purchase price of the goods, the Seller shall be entitled to suspend the fulfilment of any of their duties owed to the Buyer until all debts have been settled by the Buyer.
6. The Buyer is obliged to pay the purchase price for, and take delivery of, the goods. If the Buyer refuses to accept the goods without a legitimate reason, the Seller shall place the goods in storage with a third party at the Buyer's expense, and notify the Buyer thereof. The Seller's duty to deliver the goods is fulfilled upon delivery of the notice that the goods have been placed in storage. This does not extinguish the Seller's right to payment of the purchase price for the goods so delivered. 
7. If the Buyer fails to pay the purchase price by the due date, the Seller shall have the right to withdraw from each specific purchase contract. 
8. The Buyer undertakes to sell the delivered goods in the original condition, and in particular to ensure the integrity of the goods and of the packaging until the goods are transmitted to end customers—retail consumers, and make sure the goods are sold in the original packaging without any changes or modifications to the goods, in particular any changes to the packaging, presentation, sales code or production series of the goods. In addition, the Buyer may not exchange the goods for other products and sell them to persons other than the ultimate retail consumers without the express prior written consent of the Seller. If they breach this duty, the Buyer shall pay the Seller a contractual penalty of CZK 10,000 for each individual breach. This shall be without prejudice to the Seller’s right to damages.
9. The Seller is a value added tax payer (hereinafter referred to as "VAT"). Therefore, VAT shall be added to the purchase price where so provided for by, and in accordance with, generally binding laws.

 

Defect liability

1. Obvious defects in the goods, including information about missing goods, must be reported by the Buyer as soon as possible and in any event within 7 days of receipt of the goods; other defects, i.e. hidden defects present in the goods at the time of being transmitted to the Buyer must be reported as soon as possible and in any event within 7 days of their demonstrable discovery by the Buyer. 
2. The Seller shall not be liable for defects in the goods if they are caused by the Buyer or by external events for which the Seller is not responsible. The Seller shall not be liable for non-delivery of the ordered goods if the Buyer fails to notify the Seller of any missing quantity of the ordered goods by email as soon as possible and in any event within 7 days of receipt of the ordered goods.

 

Term and termination of the Contract

1. This Contract is entered into for 1 year. Unless either party notifies the other party in writing at least two months prior to the expiry of this period that they are not interested in its continuation, the Contract shall be extended repeatedly, each time for another period of one year subject to the same conditions of its termination. The termination of this Contract shall not affect the rights and duties of the parties under any specific purchase contracts. 
2. In addition, this Contract shall be extinguished: 
   a) by a written letter of withdrawal from the Contract served by either party on account of a material breach of this Contract, which in particular denotes a delay in payment of the purchase price exceeding 30 days, with effect from the date of delivery of the letter of withdrawal to the other party
   b) by written agreement of the parties taking effect on the date specified in such agreement.
   c) with the lapse of the period for which it was agreed and as a result of the non-renewal of the Contract.

Special arrangements

1. All Aylla shoes goods sold by the Seller are protected by a trademark or other sign. The Buyer undertakes to respect the rights arising from trademarks or non-registered signs placed on the goods. The Buyer undertakes not to have registered in any country any sign that is identical to or could be confused with Aylla shoes' trademark or non-registered sign, nor to use in its operations any unprotected sign that is identical to or could be confused with the trademark, both during the term of the Framework Contract and after its termination.
2. The Seller also issues an indicative list of recommended retail prices for the Buyer’s use. 
3. In the event that changes occur on either side (registered office, statutory body, billing information, etc.), the party concerned is required to notify thereof the other party in writing.
4. The Buyer undertakes to sell the goods exclusively to retail end consumers, in relation to whom the Buyer also undertakes to honour their defect liability duties with respect to all goods subject to the statutory period of such liability (24 months from the date of purchase of the goods as at the date of execution of the Contract). The Seller shall honour their defect liability duties in relation to the Goods vis-a-vis the Buyer to the same extent as is provided under the relevant legislation for final retail consumers for a period of 24 months from the date of delivery of the Goods. If used goods are claimed by an end retail consumer through the Buyer, the Seller shall accommodate the Buyer’s defect liability claims within 24 months of the date on which the end retail consumer purchased the goods from the Buyer (the Buyer shall prove this using the fiscal receipt issued by the Buyer at the time of sale of the goods to the end retail consumer). 
5. When handling the goods, the Buyer is required to comply with all precautions under general binding law, the documents provided by the Seller in connection with the goods and the instructions and information provided on the packaging of the goods. 
6. The Buyer assumes the risk of change of circumstances. 

 

Online sale

1. By concluding this Contract, the Buyer becomes entitled to promote and sell the goods also online (via their website, e-store, online order forms and other e-commerce systems). 
2. The Buyer's website must not visually imitate the appearance of the official website of Aylla shoes s.r.o. or give the impression of being the official website of Aylla shoes s.r.o. 
3. The Buyer may not use on their website any trademarks, motifs, advertising and image photographs related to the goods without first being authorised to do so by the Seller. 

 

Final arrangements

1. This Contract is formed and comes into force on the day it is executed.
2. The present Contract may only be amended or terminated in writing.
3. The relations between the parties under this Contract shall be governed by Czech laws, in particular the relevant provisions of the Civil Code. 
4. The parties agree that in the event of a dispute arising out of this Contract, the Seller's general court shall have substantive and territorial jurisdiction over the dispute. Both parties consider the contents of this Contract to be confidential and undertake not to disclose them to third parties. The provisions of this Article shall not be affected in any way by the termination of this Contract (for any reason), as the case may be, and they shall expire no earlier than five (5) years after the termination of this Contract.
5. This contract is concluded in electronic form.
6. The contracting parties declare that they have become familiar with the content of this contract, that it was concluded according to their true and free will, and as proof of their agreement with its content, they approve it electronically by agreeing to the terms and conditions.

 

Aylla s.r.o.