Obchodní podmínky - LayerFactory

Terms and Conditions

Terms and Conditions

General terms and conditions of the company LayerFactory s.r.o. with registered office Nové sady 988/2, 602 00 Brno, ID number: 21621667, registered in the commercial register kept by the Regional Court in Brno (hereinafter only as „Společnost“), the company's website: https://www.layerfactory.cz/

I. Introductory provisions, definition of terms

These general terms and conditions (hereinafter referred to as the "Terms and Conditions") of the Company apply to all contracts concluded by the Company in the course of its activities, and in which the Company acts as a supplier (contractor/seller) of products/services.
All contracts in which the Company acts as a supplier (contractor/seller) of products/services that it supplies (produces/sells) for payment to third parties - customers - are hereinafter referred to as "Contracts", each individual such the Agreement as the “Agreement”.
The persons (entities) with whom the Company concludes Contracts are hereinafter referred to as "Customers", individually as "Customer".
The Customer and the Company are hereafter collectively referred to as the “Parties”.
The products, things or services that the Company supplies (provides) to the Customer are further referred to by the common abbreviation "Products".
These GTC apply to the Agreements and all relationships arising from and related to the Agreements.
Where these GTC require a written form of negotiation, this form is preserved and observed also by the exchange of electronic messages (e.g. e-mails) without a guaranteed electronic signature. This does not apply where written form is required by law.
The provisions contained in the Offer (as defined below) shall prevail in the event of any conflict with these TOS. Otherwise, these GTC may only be deviated from by the express written agreement of the Company and the Customer. These General Terms and Conditions cannot be deviated from, for example, by confirming other terms and conditions.
Given that the Company primarily operates custom manufacturing, the Contracts have the nature and regime of a contract for work pursuant to § 2586 et seq. Act No. 89/2012 Coll., Civil Code, as amended (hereinafter only as "NOZ"). The Customer fully acknowledges this fact. If, in an individual case, given all the circumstances, the Contract would have the character of a purchase contract (according to § 2079 et seq. work that cannot logically be used for a specific contract type of the Agreement will be used in such a way as to preserve their meaning and purpose as much as possible.
The General Terms and Conditions are in accordance with the provisions of § 1751 et seq. NOZ is an integral part of all Contracts, even in cases where the reference to the GTC is not explicitly stated in the Contract, or the GTC are not attached to the Contract. The General Terms and Conditions also apply to Contracts concluded in accordance with the provisions of § 1744 NOZ.
The Customer's commercial (general, other, etc.) terms and conditions (or other similar documents and conditions of the Customer or third parties) are not part of the Agreement. When concluding the Agreement, the Customer is not entitled to exclude the validity of these General Terms and Conditions or their parts.

II. Conclusion of Contracts - contracting process

1. 1. The contracting parties are not restricted in any way in negotiating the conclusion of the Contract. This meeting can take place in person, in writing, through electronic communication or in any other suitable way. As part of this meeting, the Company and the Customer determine and agree on the basic terms and content of the Agreement. In particular, it is an agreement to:
    - the form and specification of the Products,
    - quantity of Products,
    - the price and its maturity,
    - the date and place of delivery of the Products.
  2. The result of the above-mentioned meeting is the Company's price offer, which is a written document issued by the Company (either in paper or electronic form), which is designated as the "Price Offer" (hereinafter referred to as the "Offer"). The offer usually contains a summary of the basic terms of the contract (ad point 2.1 of these GTC). By accepting the Offer (the so-called "order"), the Customer agrees to these GTC and acknowledges that the Agreement is concluded at the moment when the Company confirms the Customer's acceptance of the Offer (order).
  3. Regardless of the course of negotiations, the Agreement is concluded (up to) the moment when the Company confirms to the Customer his acceptance of the Offer (i.e. the order). The customer's acceptance of the Offer (order) must be made in writing - in particular by a message via e-mail. The offer must be accepted without any reservations - the application of Section 1740, paragraph 3 of the Civil Code is excluded. Acceptance of an offer is not an answer that defines the content of the proposed contract in other words (in this regard, the application of the second sentence of § 1740, paragraph 2 of the Norwegian Civil Code is excluded). The Company will also confirm the Customer's acceptance (i.e. confirmation of the order) in writing - in particular, a message via e-mail.
  4. In particular, the Contract entails the obligation for the Company to manufacture/deliver the Products to the Customer at its own expense and risk. In particular, the Customer is obliged to pay the agreed payment/price to the Company from the Contract.
  5. The content of the Agreement is governed primarily by the Offer and these GTC - together they form a complete and integral Agreement, which represents a summary of the rights and obligations of the Contracting Parties in relation to the delivery of Products according to the terms of the Agreement. In the event of an inconsistency or contradiction between the Offer and these GTC, the documents (legally) take precedence in the following order (where the earlier ones take precedence over the later ones):
    - Offer,
    - These GTC
    - provisions of legal regulations that have a dispositive nature.
  6. The Offer may contain references to documents and/or information between the Contracting Parties communicated/sent during the negotiations for the conclusion of the Contract - in this case, such information and documents are part of the Offer.
  7. The concluded Agreement is binding for both Contracting Parties. The contract can be changed (as regards its content) or canceled only by written agreement of the contracting parties.
  8. In the event that a contract is concluded between the Contracting Parties in the form of a complete written document (especially in paper form), the contract thus concluded is considered for the purposes of these General Terms and Conditions an accepted Offer, the acceptance of which has been confirmed by the Company, and these General Terms and Conditions apply to it in their entirety , unless it is expressly excluded in the said document (contract).
  9. Verbal statements made to Customers by employees of the Company do not bind the Company.

III. Execution of work (production of Products)

The company is obliged to carry out the work - the manufacture of the Products - or to ensure its execution, always with due professional care and in due quality.
During implementation, the company is obliged to comply with the conditions established by the Contract, these GTC and generally binding legal regulations (or other valid regulations binding for the implementation of the work - the production of Products).
The Company is obliged to carry out the work - the manufacture of the Products - at its own expense, by persons qualified for this and at its own risk. The company is entitled to use third parties for the implementation, but is responsible for the correctness of the implementation as if it had been implemented by itself.
Products (and products of individual technologies) are manufactured in accordance with the technical standard ČSN ISO 2768. This standard defines general tolerances and non-prescribed limit deviations of length and angular dimensions. The Company's products (and individual technology products) correspond to accuracy class "c" unless expressly agreed otherwise. For the delivery of services (e.g. performing a 3D scan, etc.), the tolerance is defined by the relevant parameters of the device used, or volumetric accuracy of 0.020 mm + 0.100 mm/m. The device is regularly calibrated.
If the Customer's cooperation is required for the execution of the work (production and delivery of the Products), the Company will determine a reasonable period for its provision. If the Customer is in delay in providing cooperation, the delay of the Company is excluded. If the deadline expires in vain, the Company has the right, at its option, either to secure replacement performance on the Customer's account, or, if the Customer has been notified of this, to withdraw from the Contract.
The customer has the right to control the performance of the work (manufacturing of the Products) only if this is expressly agreed in the Contract.

IV. Delivery (handover and acceptance) of Products

The work is done (the Company's fundamental obligation is fulfilled) when it is completed and delivered.
The date and place of delivery and acceptance of the Products are set out in the Offer. If the deadline is not specified in the Offer, the Company will perform at a time/date reasonable to the Company's capabilities. If the place of delivery (handover and acceptance of the Products) is not specified in the Offer, the Company will deliver the Products at the place of the Company's registered office or place of business.
The Company undertakes to deliver the Products to the Customer at the agreed place and time, and the Customer undertakes to take them over (at the agreed place and time).
The company is not responsible for delayed or non-delivery of Products due to the fault of its suppliers or transporters. The agreed delivery period is extended by the period of the Customer's delay if, as a result of such delay, the Company cannot deliver the Products properly and on time.
The customer undertakes to accept early delivery (i.e. earlier delivery) as well as partial delivery (i.e. he is obliged to take over a part of the Products).
The risk of damage to things (on the Products) passes from the Company to the Customer at the moment of taking over the Products; in the event that the Customer also arranges transportation - then at the moment of handing over to the Customer's carrier. If the Customer is in a delay in taking over the Products, the risk of damage to things (on the Products) passes to the Customer without further delay at the time of the Customer's delay.
Delivery and acceptance of the products will usually be confirmed in writing (especially by signing the delivery note or similar document).
The Customer is obliged to inspect the quantity and type of Products upon receipt. Subsequently, the Customer is obliged to carry out a detailed professional inspection of the Products, especially regarding their quality and detailed compliance with the Agreement, without undue delay.
The Customer acquires ownership of the Products only at the moment of full payment of the agreed price of the Products in favor of the Company - i.e.In accordance with § 2132, the Company reserves the right of ownership until full payment of the price of the Products.
If the Customer's delay in taking over the Products exceeds 3 (three) months, the Company shall have the right to sell the item in an appropriate manner after prior notice to the Customer's account, after providing the Customer with an additional reasonable period for taking over.

V. Price of Products, terms of payment

1. The Customer is obliged to pay the agreed price (payment) to the Company for the delivery of the Products (i.e. the execution of the work).
2. The price of the Products is determined individually depending on the specific requirements of the Customer during the negotiations for the conclusion of the Contract. The resulting price is then shown in the Quote. If the Contract was concluded without specifying the price, the Customer is obliged to pay the usual (reasonable) price.
3. Unless otherwise specified in the Offer, the agreed price is stated without VAT. Since the Company is a VAT payer, VAT will be added to the agreed price at the legal rate (rate). This does not apply to transactions that would not be taxable transactions according to the relevant legal regulations.
4. Unless otherwise specified in the Offer, it is:
  - relevant shipping packaging included in the price of the Products,
  - shipping cost included in the price of the Products.
5. The Customer is obliged to pay the price of the Products on the basis of the tax document (invoice) issued by the Company, as a rule, no later than 15 (fifteen) days from the date of handing over the Products to the Customer. The invoice will have all the requisites of a tax document according to valid and effective legal regulations. The customer agrees that sending the invoice by electronic mail (especially e-mail) is sufficient for the delivery of the invoice.
6. If no other due date is specified in the Offer, the due date of the tax document is at least 14 (fourteen) days.
7. If the Customer refuses to take over the Products or is late in taking over the Products, this does not affect his obligation to pay their price. The company is entitled to issue the relevant tax document - an invoice (within the period referred to in point 5.5 of these GTC), which the Customer is obliged to pay in full.
8. The Company is entitled to require the Customer to make a deposit for the price of the Products, up to 100% of the price of the Products, even if this was not expressly agreed in the Offer. The Customer is obliged to provide such a deposit to the Company. In the event of non-payment of the requested advance, the Company has the right to suspend performance until the time the advance is paid by the Customer.
9. The price of the Products (or the deposit) is paid at the time the relevant amount of money is credited to the Company's account.
10. The agreed delivery date of the Products is extended by the period of the Customer's delay in paying any monetary amount (in particular, the advance payment).
11. In the event of the Customer's delay in paying any monetary amount (in particular the price of the Products or an advance payment), the Company is entitled to suspend any performance towards the Customer, including performance agreed on the basis of any other contracts or performance resulting from other legal reasons, without the Customer has any rights and claims (e.g. claims due to delay, due to compensation for damages, etc.).

VI. Warranty, complaints, liability for defects and damage

1. 1. The Company warrants that the Products conform to the Agreement. If the Products do not conform to the Contract, they are defective. The Customer's right from defective performance is based only on a defect that the Product has when the risk of damage passes to the Customer, even if it becomes apparent only later.
  2. The company does not provide a guarantee for quality (i.e. the guarantee period, in the sense of § 2113 et seq. NOZ). This does not affect the Company's responsibility according to point 6.1 of the General Terms and Conditions.
  3. The company is only responsible for defects in the Products that are properly pointed out by the customer in accordance with these GTC and the relevant legal regulations (in particular NOZ).
  4. With regard to the Customer's obligation to inspect the Products (ad point 4.8 of the General Terms and Conditions), it is agreed and valid that
    The Customer is entitled to complain to the Company about Product defects within the following periods at the latest:
    - quantitative defects (i.e. insufficient number of Products) and defective type/type of Products at the time of acceptance (especially based on a note made in the delivery note or similar document);
    - other defects (which are not hidden defects and can be detected during a careful professional detailed inspection) no later than 10 (ten) working days from the date of receipt of the Products;
    - hidden defects no later than 10 (ten) working days from the day when the Customer should and could have discovered them (or when they actually discovered them, whichever occurs first), but no later than 1 (one) month from the day of receipt of the Products.
  5. The Company is not responsible for defects (defective performance) that were not pointed out (complained about) within the above-mentioned deadlines (ad point 6.4 of the General Terms and Conditions) and failure to observe these deadlines for pointing out defects (defective performance) results in the termination of the Customer's claims against the Company due to defects (defective performance) .
  6. Defects (defective performance) must be reported by the Customer in writing, which must include at least:
    - identification of the Contract and delivery of Products,
    - identification and quantity of specific defective Products,
    - description of the defect (in particular, what it consists of and how it manifests itself),
  7. A defect (defective performance) is considered to have been reprimanded only at the moment of delivery of a written reprimand containing all the mandatory minimum requirements, as stated in point 6.6 of the General Terms and Conditions. Until then, the Company is not obliged to take any steps and the Customer does not have any rights due to defects (defective performance).
  8. The Customer is obliged to refrain from inappropriate handling and handling of the Products, the defect of which the Company has complained about or intends to complain about, and in particular such handling that could make it difficult or impossible to objectively review the legitimacy of the defects complained of and the claims made by the Customer.
  9. The customer is obliged to present the Products, the defects of which he has complained to the Company, at the Company's registered office or place of business for review of the alleged defects, or settlement of the complaint.
  10. The Contractor is obliged to handle the Customer's complaint (pointing out defects) within a reasonable period of time, usually within 30 (thirty) days from the date of proper pointing out of defects.
  11. If the allegation of defects (complaint) is recognized by the Company as justified, the Customer may request:
    - primarily removal of the claimed defect within a subsequent reasonable period,
    - only if this is not possible or the Company refuses, the Customer may request the removal of the defect by delivering new Products without defects,
    - if even this is not possible or the Company refuses, the Customer may withdraw from the Contract, and (only) in respect of the defective Products (pieces).
  12. Instead of the claims mentioned above in point 6.11 of the GTC, the customer can request a reasonable discount from the price of the defective Products.
  13. The customer waives the right to compensation for damages (especially damages), or the scope of the Company's liability for harm (damage) that the customer may incur or may incur from the Contract or in connection with the Contract is contractually limited. The Company's potential obligation to compensate damage (damage) is thus limited to the maximum amount represented by the agreed price of the Products according to the Contract.
  14. Limitation of damage (damage) and above according to point 6.13 of the General Terms and Conditions does not apply to the obligation to compensate for damage caused to a person on his natural rights, or caused intentionally or due to gross negligence.
  15. What the Customer would be entitled to (or is entitled to) from claims for defects in the Products cannot be claimed as damages.

VII. Additional Rights, Obligations and Agreements

The Customer is not entitled, without the prior written consent of the Company, to unilaterally offset any of his claims against the Company's claims arising from or related to the Agreement. The Customer is not entitled to withhold any payment due to the Company, even in part, due to counterclaims arising from defects in the Products or for any other reason.
The Customer is not entitled, without the prior written consent of the Company, to unilaterally offset any of his claims against the Company's claims arising from or related to the Agreement. The Customer is not entitled to withhold any payment due to the Company, even in part, due to counterclaims arising from defects in the Products or for any other reason.
The Contracting Parties confirm that they are entering into a contractual relationship - concluding the Contract - in an equal position, none of the Contracting Parties has the position of a weaker party.
The provision on disproportionate reduction (according to § 1793 NOZ) is completely excluded. The contracting parties waive their rights from disproportionate reduction (according to § 1793 NOZ).
The application of § 1980 NOZ is excluded. It can only be applied if the Customer informs the Company in writing (expressly) before concluding the Contract that he is not interested in delayed performance and the Company accepts this fact in writing (expressly) before concluding the Contract.

VIII. Withdrawal from the contract

1. The Contract may be withdrawn only for legal reasons and for the reasons agreed in the Offer or these GTC, all unless excluded in the Offer or these GTC.
2. The Company is entitled to withdraw from the Agreement (also) if:
  - The Customer is more than 30 (thirty) days in arrears with any payment under the Contract;
  - The customer does not provide the necessary cooperation or documents to the company, even within 15 (fifteen) days from the date of the company's request;
  - Insolvency or enforcement proceedings will be initiated with respect to the Customer.
3. The customer is entitled to withdraw from the Agreement (also) if:
  - The Company is more than 30 (thirty) days in arrears with the delivery of the Products, regarding this
    undelivered parts of the products.
4. The termination of the Agreement does not affect the rights of the Contracting Parties, which due to their nature should continue even after the termination of the Agreement.
5. The Company is entitled to partially or completely withdraw from the Contract in the event of an unexpected breakdown in the production process, breakdowns on the part of potential subcontractors, stockpiles or in the event of statutory or agreed (e.g. in these GTC) circumstances excluding the Company's liability.

IV. Higher power

The Company shall be relieved of liability for breach (non-fulfillment) of obligations arising from the Contract or related to the Contract, in particular liability for partial or total non-fulfillment of obligations under the Contract and the obligation to compensate for damage, if it proves that it was temporarily or permanently prevented from fulfilling its obligations by an extraordinary, unforeseeable and an insurmountable obstacle arising independently of its will (hereinafter referred to as “Force Majeure”).
In particular, cases of Force Majeure are considered to be: strike, epidemic, fire, natural disaster, mobilization, war, uprising, seizure of goods or goods (by official authority), embargo, ban on the transfer of foreign currency, legal (or government) ban on activities, supplies, production or other performance related to the Company's obligations under the Contract (or part thereof), non-culpable regulation of electricity consumption, terrorist attack, etc.
In the event of Force Majeure, the Company is entitled to suspend the performance of its obligations under the Agreement for the duration of the Force Majeure circumstances, without delay in the performance of the obligations arising from the Agreement. The performance date(s) are then moved forward by the number of days that the Force Majeure lasted.
Force majeure also excludes (in addition to the right to compensation for damages) the right to apply any contractual fines or other contractual or legal sanctions, consequences and liabilities against the Company.
The Company must notify the Customer of the obstacle (Force Majeure) without undue delay and must comply with its consequences for its ability.
In the event of Force Majeure lasting longer than 1 (one) month, the Company is entitled to withdraw from the Agreement.
The Customer's obligation to properly fulfill monetary obligations cannot be relieved by reference to force majeure.

X. Penalties

The Customer is obliged to pay the Company a contractual penalty of 0.05% of the amount due for each day of delay in paying any monetary obligation (performance) to the Company.
The payment of the contractual penalty does not in any way affect the right of any Contracting Party to demand any compensation for damages in addition to the contractual penalty - i.e.the applicability of § 2050 NOZ is excluded.
The contractual penalty is payable at the request of the Contracting Party to which it is entitled, within the period provided in this request, but no earlier than within 7 (seven) days from the date of delivery of such request.

XI. Protection of personal data

1. The company undertakes that if it processes personal data in the course of its activities, it always does so in accordance with the relevant legal regulations. In particular, in accordance with Act No. 110/2019 Coll. on the processing of personal data and Regulation (EU) No. 2016/679 of the European Parliament and of the Council on the protection of natural persons in connection with the processing of personal data and on the free movement of such data.
2. Therefore, the company (in connection with the Contracts) mainly processes personal data:
  - the processing of which is necessary for the fulfillment of the contract or contractual obligations or other legal obligations of the Company that apply to the Company,
  - for the processing of which the data subject has given consent,
  - the processing of which is necessary for the purposes of the legitimate interests of the Company or a third party, except in cases where the interests or fundamental rights and freedoms of the data subject requiring the protection of personal data take precedence over these interests.

XII. Delivery, communication

The company designates its following e-mail addresses for communication: info@layerfactory.cz
Electronic messages delivered to any other e-mail addresses are not required to be taken into account by the Company and are effective against the Company only if the Company (in writing) confirms this.
Any change in one of the electronic (e-mail) addresses is the obligation of the Contracting Party affected by the change to notify the other Contracting Party without undue delay.
The Contracting Parties are obliged to deliver the documents in paper form to the registered office address entered in the relevant public register or to the correspondence address which the Contracting Party has demonstrably communicated and marked to the other Contracting Party. Any change of any of these addresses is the duty of the Contracting Party affected by the change to notify the other Contracting Party without undue delay.
Documents can also be delivered to the data box (established in accordance with Act No. 300/2008 Coll. on electronic transactions and authorized conversion of documents, as amended) of that Contracting Party, from the data box of the other Contracting Party. In this case, the signature of the acting person is not required and the authenticity of the document is guaranteed by sending from the given data box. This legal act is equivalent to (and may replace) a written document with the handwritten signature of an authorized person acting.

XIII. Final Provisions

The contracting parties expressly agree that the Contract and all rights and obligations resulting from it and related to it are and will be governed by the law (legal order) of the Czech Republic, and in particular the NOZ.
The contracting parties expressly agree that they agree to the jurisdiction of the courts of the Czech Republic for all future potential disputes arising from or related to the Agreement. Specifically, in accordance with § 89a of Act No. 99/1963 Coll., as amended, of the Code of Civil Procedure, they agree that in matters of disputes arising from the Contract, or relating to the Agreement, including any claims arising as a result of the invalidity of the Agreement, as well as claims for compensation for damage (damage) and others, will be locally competent (as a court of first instance) by the District Court in Olomouc (or for matters entrusted by law to the jurisdiction of regional courts: Regional court in Ostrava, branch in Olomouc).
The company has the right to continuously change or supplement these GTC. However, this does not and will not affect the Contracts created and concluded according to the previous wording (version) of the General Terms and Conditions.
The customer declares that he has familiarized himself with the GTC, confirms that he has thoroughly read their content, fully understands this content and has no reservations against it. As such, it undertakes to comply fully with them.
In the event that any provision of these GTC is or becomes invalid, ineffective, illegal or unenforceable, the other provisions will remain valid and enforceable. The contracting parties undertake to replace such invalid, ineffective, illegal or unenforceable provision with a provision that is valid, effective, in accordance with the law or enforceable, or at least a provision with a similar legal and economic meaning and purpose.

These GTC take effect (apply from) 1.1.2024.