KAMAZ CZ s.r.o.
Company Registration No. 02324377 with the registered office at , 503 27 Hradec Králové,
incorporated in the Companies Register with the Regional Court in Hradec Králové, Section C, Insert No. 32879
(hereinafter referred to only as the "Seller")
1.1. Within the scope of its business activities, the Seller (i.e. KAMAZ CZ s.r.o., Company Registration No. 02324377, with the registered office at , 503 27 Hradec Králové, incorporated in the Companies Register with the Regional Court in Hradec Králové, Section C, Insert No. 32879) is involved, in particular, in the sale and servicing of motor vehicles and their components, including related activities.
1.2. These General Terms and Conditions (hereinafter referred to only as the "GTC") are of a nature of a general part of the Purchase Agreement and together with its special part pursuant to Sub-section 1.3 of the GTC constitute a Purchase Agreement within the meaning of Section 1724 and related provisions in conjunction with Section 2079 and related provisions of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to only as the "CC"), the subject matter of which is the purchase of the Vehicle pursuant to Sub-section 1.5 of the GTC, and which is concluded by and between the Seller pursuant to Sub-section 1.1 of the GTC and the Buyer pursuant to Sub-section 1.4 of the GTC. The GTC shall become binding for both Parties to the Agreement upon the valid conclusion of the Purchase Agreement, unless the Parties to the Agreement agree otherwise in writing. Until then, however, starting with the first legal act entered into by the Seller aimed at the conclusion of the Agreement, the GTC shall represent a supporting and determining instrument for the Seller and the party interested in the purchase of the Vehicle, or more precisely the prospective Buyer. In order to facilitate the access of the party interested in the purchase of the Vehicle, or more precisely the prospective Buyer to the contents of the GTC, their text in the current version is visibly posted on the Seller's website accessible at: www.kamaz.cz.
1.3. The special part of the Purchase Agreement means the part of the Purchase Agreement arranging the individual terms and conditions of a specific business case related to a specific Buyer pursuant to Sub-section 1.4 of the GTC and a specific Vehicle pursuant to Sub-section 1.5 of the GTC. Any deviating provisions in the special part of the Purchase Agreement shall prevail over the wording of the GTC. The special part of the Purchase Agreement in conjunction with the GTC shall constitute the Purchase Agreement (hereinafter referred to only as the "Agreement").
1.4. For the purposes of the Agreement, the Buyer shall be understood as a legal or natural person within the meaning of Section 18 of the CC if such person is named in the Agreement as the Buyer (hereinafter referred to only as the "Buyer" or also as the "Party to the Agreement"). If the Buyer is represented by an agent in legal negotiations for the conclusion of the Agreement or in connection therewith, the Buyer's agent shall be obliged to present, prior to such negotiations, a power of attorney granted by the Buyer with his/her officially certified signature certifying valid authorization to act on his/her behalf in relation to the conclusion of the Agreement. Representation of the Buyer by a lawyer shall be governed by special legislation.
1.5. For the purposes of the Agreement, the Vehicle means a specific road motor vehicle or other vehicle from the Seller's offer clearly specified in the Agreement, or in its special part (i.e. specifying the type, model, manufacturer, VIN, colour, etc.), including its parts and accessories as it stands and lies.
1.6. For the purposes of the Agreement the handover of the Vehicle means its handover by the Seller on the basis of a written report and its takeover by the Buyer at the place of performance at Radíkovice 19, Radíkovice, 503 27, usually during the business hours of the Seller, including keys or similar instrumentation as well as prescribed or contractual documentation.
CONCLUSION OF THE PURCHASE AGREEMENT
2.1. The Agreement shall enter into force and effect on the date of its signing by both Parties to the Agreement.
2.2. By entering into the Agreement, the Buyer agrees to these GTC and declares that he/she has had the opportunity to familiarize himself/herself with these GTC before entering into the Agreement.
2.3. The subject matter of the Agreement is the purchase of the Vehicle from the possession of the Seller to the ownership of the Buyer under the terms and conditions further regulated in the Agreement.
2.4. Under these terms and conditions, the Seller shall hand over the Vehicle to the Buyer and transfer the ownership of the Vehicle to the Buyer. The Buyer shall purchase the Vehicle from the Seller under the terms and conditions set out in the Agreement and shall take possession of the Vehicle.
PURCHASE PRICE AND PAYMENT TERMS AND CONDITIONS
3.1. Unless otherwise agreed in writing, the purchase price means the price of the Vehicle including equipment and all accessories expressly specified in the written counterpart of the Agreement.
3.2. The purchase price shall be invoiced by the Seller in the form of a deposit (at the amount of at least 80% of the total price when ordering a new vehicle to be produced) and a payment of the remaining balance of the purchase price. The sum of the deposit and the payment of the remaining balance shall be equal to the purchase price including VAT. A separate tax document shall be issued for the deposit and the payment of the remaining balance.
3.3. The Buyer shall be obliged to pay the Seller the deposit at the agreed amount with regard to the type of Vehicle and equipment on the basis of the issued tax document within 5 business days from the date of signing the Agreement. The failure to pay the deposit shall represent a material breach of the Agreement by the Buyer and the Seller shall be entitled to withdraw from the Agreement.
3.4. No later than on the day of the handover of the Vehicle, while signing the handover report, the Buyer shall pay the remaining balance of the purchase price of the Vehicle to the Seller on the basis of a tax document issued by the Seller, while the payment of the remaining balance may be made in cash or by bank transfer.
3.5. A non-cash payment shall be deemed to have been duly made and the outstanding amount shall be deemed to have been duly paid only when the relevant amount is credited to the Seller's bank account.
3.6. The Buyer shall be obliged to pay the deposit and the remaining balance to the Seller by non-cash transfer if the conditions for the obligation to make the payment by non-cash transfer within the meaning of Act No. 254/2004 Coll., on Restrictions on Cash Payments, as amended by subsequent regulations, are met.
3.7. The ownership right to the Vehicle shall pass to the Buyer only when the purchase price has been fully paid; this provision constitutes an arrangement of reservation of ownership right to the Vehicle.
3.8. In the event that in the given situation the special regime of the so-called "delivery of goods to another EU Member State" in accordance with the provisions of Section 64 of Act No. 235/2004 Coll., on Value Added Tax, as amended by subsequent regulations, shall be applied, the Seller shall calculate the amount corresponding to the relevant VAT as a refundable deposit for the Buyer. In such a case, the Buyer shall be obliged to submit to the Seller without undue delay an officially certified copy of (i) the certificate of registration of the Vehicle in the vehicle register in another EU Member State and (ii) the decision of the administrative authority of another EU Member State on the assessment of VAT, on the basis of which the Buyer shall be obliged to pay VAT for the Vehicle in such other EU Member State. The Seller undertakes to return to the Buyer such refundable deposit within 15 business days from the date of receipt of the documents from the Buyer pursuant to the previous sentence of this Sub-section.
DELIVERY TERMS AND CONDITIONS
4.1. The obligation to hand over the Vehicle to the Buyer shall be fulfilled by the Seller on the day when the Vehicle is ready for takeover at the agreed place of performance and the Buyer is enabled to take possession of the Vehicle.
4.2. When ordering a new Vehicle from a manufacturer in the Russian Federation, the delivery time is 6 - 9 months, unless the Vehicle is in stock with the manufacturer. However, the delivery time for a particular Vehicle shall always be specified in the Agreement in writing by the Parties to the Agreement.
4.3. The Seller shall invite the Buyer to take over the Vehicle by e-mail specifying the date of the Vehicle takeover. The e-mail with the invitation to take over and the date of taking over the Vehicle shall be sent by the Seller to the Buyer's e-mail address specified in the header of the Agreement at least 2 business days before the date of the takeover. The sending of the final invoice for the remaining balance of the purchase price shall also be deemed to be an invitation to take over the Vehicle. In such case, the due date stated on the final invoice shall be considered to be the date of the Vehicle takeover.
4.4. The Vehicle shall be handed over on the basis of a handover report signed by both Parties to the Agreement.
4.5. Should the Buyer fail to take over the Vehicle within the time limit in accordance with Sub-section 4.3 of the GTC and should he/she fail to do so even within an additional reasonable period specified by the Seller, which is 10 business days, the Seller shall be entitled to withdraw from the Agreement due to its breach by the Buyer and use the Vehicle for resale and use the proceeds to cover the costs incurred in connection with the storage and resale of the Vehicle.
DECLARATION OF THE BUYER
5.1. The Buyer declares that he/she has chosen the Vehicle from the range of vehicles available to the Seller according to his/her needs, possibilities and interests, and that he/she has done so at his/her own discretion, seriously, definitely and comprehensibly.
5.2. At the same time, the Buyer expressly declares that before the purchase of the Vehicle he/she has been enabled by the Seller to properly inspect it, to check this in technically suitable premises of the Seller, including the possibility of the participation of an expert consultant invited by the Buyer or another person who the Buyer was entitled to authorize or empower to inspect the Vehicle and check its technical condition.
5.3. Furthermore, the Buyer expressly declares that the Seller has enabled him/her to test drive the Vehicle for a reasonable length, but at least 3 km, so that the Buyer could get properly acquainted with the functionality of the Vehicle and its current technical condition.
5.4. If the Buyer is acquiring the Vehicle with funds representing community property, the Buyer hereby expressly declares on his/her honour that he/she has the consent of the other spouse to purchase the Vehicle under the Agreement in its entirety.
5.5. The Buyer declares that he/she gives the Seller his/her consent to make a copy of his/her identity card, or any other personal document presented, in accordance with Section 15a(2) of Act No. 328/1999 Coll., on Identity Cards, as amended, or in accordance with Section 2(3) of Act No. 329/1999 Coll., on Travel Documents, as amended, for the purpose of storing the data in the Seller's records and arranging changes in the road vehicle register.
5.6. The Buyer, whether as a consumer pursuant to Section 419 of the CC or as an entrepreneur pursuant to Section 420 of the CC, expressly declares that he/she is aware of the possibility to amend or supplement the provisions of these GTC with stronger provisions in the special part of the Agreement and that he/she shall make use of this possibility if he/she deems it necessary. At the same time, the Buyer confirms that the Agreement has not been concluded by means of a form used in business practice or any other similar means.
ARRANGEMENTS IN THE CASE OF A BUYER AS A CONSUMER
6.1. This Article VI of the GTC shall apply only when concluding an Agreement with a Buyer who is a consumer within the meaning of Section 419 of the CC. In the event of a conflict with other provisions of the GTC, this Article VI shall prevail.
6.2. If the Agreement is concluded by the Buyer as a consumer, the rights arising from defects and the quality guarantee of the Vehicle are governed by the relevant provisions of the CC, Act No. 634/1992 Coll., on Consumer Protection, as amended by subsequent regulations, and the conditions set out in the Guarantee Book. The Buyer hereby declares that he/she has been informed of the conditions set out in the Guarantee Book prior to the conclusion of the Agreement.
6.3. The Buyer as a consumer has the right to an out-of-court dispute resolution under the Agreement in accordance with Section 20d et Seq. of Act No. 634/1992 Coll., on Consumer Protection, as amended by subsequent regulations, through the Czech Trade Inspection Authority (www.coi.cz), (hereinafter referred to only as the "CTIA").
6.4. The out-of-court settlement of a consumer dispute shall be initiated at the request of the Buyer as a consumer, which may be submitted in writing, verbally into the record or electronically via the on-line form provided on the website of the CTIA, no later than one year from the date on which he/she exercised his/her right that is the subject of the dispute, with the Seller for the first time.
6.5. Before proceeding to an out-of-court dispute resolution, the Buyer as a consumer shall be obliged to first try to resolve the dispute directly with the Seller.
6.6. No provisions of this Article shall preclude the Buyer as a consumer from pursuing his/her claim in a relevant court.
QUALITY GUARANTEE AND LIABILITY FOR DEFECTS
7.1. Through the quality guarantee, the Seller undertakes that the Vehicle shall be fit for its usual purpose or retain its usual characteristics for the duration of the guarantee period. The guarantee period is 24 months or until 100,000 km have been driven, whichever is the earlier. The guarantee period shall commence from the date of the Vehicle takeover by the Buyer. Vehicle batteries are guaranteed for 18 months from their date of manufacture, as shown on the battery's production plate or otherwise marked.
7.2. The Buyer shall not have the right to make use of the guarantee if the defect is caused by an external event after the risk of damage to the Vehicle has passed to the Buyer. This shall not apply if the Seller caused the defect.
7.3. The Buyer's right arising from defective performance is based on the defect that the Vehicle has when the risk of damage passes to the Buyer, even if it becomes apparent later. The Buyer's right shall also be established by a defect arising later which the Seller caused by a breach of its obligation. The Seller's obligations under the quality guarantee shall not be affected thereby.
7.4. The guarantee provided by the Seller under the Agreement and the Seller's guarantee terms and conditions shall terminate in cases provided by law and/or as a result of the following occurrences:
a. using the Vehicle for purposes other than those for which it was designed by the manufacturer,
b. unapproved tampering with the structure of the Vehicle and/or violation of inspection marks and seals,
c. in the case of the violation of the conditions and Buyer’s obligations specified in the Seller's guarantee conditions, which form an integral annex to the Agreement,
d. upon the expiry of the guarantee period,
e. upon the termination of the Vehicle covered by the guarantee,
f. if the Buyer has failed to notify the Seller in writing of the defects without undue delay after discovering such.
7.5. In connection with any defective performance based on a legal defect of the Vehicle, the Seller expressly declares that it is not aware of any third party rights burdening the Vehicle and that it has acquired ownership of the Vehicle by lawful means and in good faith.
7.6. Further, in connection with any defective performance based on other than a legal defect of the Vehicle, the Seller expressly declares that it has no knowledge of the Vehicle having been affected by a natural disaster or other event or exhibiting any signs of such damage.
7.7. The rights resulting from defective performance under this Agreement cannot be transferred to a third party and may be exercised against the Seller only and exclusively by the Buyer.
7.8. The Buyer shall be obliged to exercise the rights from the defective performance without undue delay after discovering the defect.
WITHDRAWAL FROM THE AGREEMENT
8.1. The Agreement may be withdrawn from only for a material breach of a contractual obligation by the other Party to the Agreement within the meaning of Section 2002 of the CC. A material breach is a breach of an obligation of which the breaching Party to the Agreement already knew or must have known at the time of the conclusion of the Agreement, where the other Party to the Agreement would not have concluded the Agreemen
8.2. In the event of withdrawal from the Agreement, the Buyer shall be obliged to bring the Vehicle to the Seller's premises or registered office in the condition in which it was received from the Seller, taking into account its normal wear and tear, within a period agreed with the Seller but no later than within fifteen calendar days, unless the Parties to the Agreement agree otherwise. The Seller shall be entitled to unilaterally set off against the amount of the purchase price of the Vehicle to be refunded, its claim for compensation for the costs of restoring the Vehicle to its original condition, if this condition was not fulfilled by the Buyer when the Vehicle was handed over, compensation for wear and tear of the Vehicle by the Buyer, further compensation for damages, if such damages were detected by the Seller and, if applicable, a claim for the release of the Buyer's unjust enrichment resulting from operating the Vehicle free of charge. In the event of a dispute as to the amount of compensation for wear and tear of the Vehicle and the amount of unjust enrichment under the preceding sentence during the period of use of the Vehicle by the Buyer, the Seller shall be entitled to charge an amount equal to the rental fee for a similar Vehicle in a vehicle rental company (car hire) customary at the place and time.
8.3. In the event of withdrawal from the Agreement by the Buyer, the Buyer shall not be entitled to claim from the Seller compensation for incurred damages or costs of returning the Vehicle.
9.1. The Seller shall not be liable for any failure to perform an obligation under the Agreement if such failure or delay was caused by an obstacle which arose independently of the Seller's will and prevented the Seller from fulfilling its obligation and if it is impossible or not reasonably foreseeable that the obligated party could have averted or overcome such obstacle or its consequences, and furthermore, that at the time of the creation of the obligation such obstacle could not have been realistically foreseen (hereinafter referred to only as "Force Majeure").
9.2. For the purposes of this Agreement, Force Majeure, if it meets the conditions set out in the preceding paragraph, shall include, but not be limited to:
a. natural disasters, fires, earthquakes, landslides, floods, windstorms, frost, snowfall or other atmospheric disturbances and phenomena of significant magnitude, or
b. wars, insurrections, riots, civil disturbances or strikes, or
c. decisions or normative acts of public authorities, regulations, restrictions, prohibitions or other interventions of the state, state administration or local government, in particular emergency measures taken by the relevant ministries or the Government of the Czech Republic in connection with the pandemic caused by the new SARS-CoV-2 coronavirus (so-called COVID-19) or
d. interruption or limitation of operation of the Vehicle manufacturer's production or distribution facility, accident, explosion or other damage to the production or distribution facility.
PROTECTION OF PERSONAL DATA
10.1. The Seller, as the controller of the personal data provided to it by the Buyer on the basis of the concluded Agreement or as part of the pre-contractual negotiations, undertakes to process such personal data in accordance with legal regulations, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC. Further information and form templates for exercising rights related to the processing of personal data are available HERE.
10.2. The Parties to the Agreement note that in accordance with Article 6(1)(f) of Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, and in accordance with the provisions of Section 7(3) of Act No. 480/2004 Coll., on Certain Information Society Services, the Seller may send, without the Buyer's prior consent, commercial communications concerning the Seller's own identical or similar goods or services (in particular information about news and promotional offers) to the Buyer's e-mail address specified in the header of the Agreement.
10.3. The Buyer has the option to refuse to be sent commercial offers referred to in the previous sub-section at any time by e-mail to the Seller's address: email@example.com.
11.1. The Agreement has been concluded in accordance with the legal system of the Czech Republic, matters not expressly regulated by the Agreement, shall be governed by Act No. 89/2012 Coll., the Civil Code, as amended by subsequent regulations; or Act No. 634/1992 Coll., on Consumer Protection, as amended by subsequent regulations.
11.2. Any and all disputes that may arise out of or in connection with the Agreement shall be decided by the District Court in Hradec Králové (Czech Republic). In the event that the district courts do not have material jurisdiction under the procedural law of the Czech Republic, the Regional Court in Hradec Králové (Czech Republic) shall have jurisdiction to hear the dispute.
11.3. Any and all amendments to the Agreement shall be in writing.
11.4. Obligations under the Agreement cannot be transferred to a third party without the consent of the other Party to the Agreement.
11.5. The Agreement shall enter into force and effect on the date of its signing by the second Party to the Agreement.
11.6. The GTC shall come into force and effect on January 1, 2020.