1. INTRODUCTION
These terms and conditions tell you information about us and the legal terms and conditions (Terms) on which we sell any goods (Goods) to you including those listed on our various websites (collectively our website).
Due to the nature of the Goods we sell, we do not sell to consumers. You are a consumer if: -
- you are an individual (i.e. not a limited company or a limited liability partnership); and
- you are buying Goods from us wholly or mainly for your personal use (not in connection with your trade, business, craft or profession).
By submitting an order for Goods with us you agree and confirm that you are not a consumer. If you are a consumer then please do not attempt to order Goods from us but contact us to see how we can help.
2. ABOUT US
2.1 We are Servo Europe s.r.o., a company registered in the Czech Republic under company number 14176653. Our registered office is at Potoční 441, 273 41 Brandýsek, Czech Republic. Our VAT number is CZ14176653.
2.2 Servo Europe s.r.o. operate using the following trading styles: Servo Europe
2.3 We operate the website: www.servoeurope.eu
You can purchase Goods from us by sending us an email with purchase order or you can buy products online via our e-shop.
To contact us for any reason, please see the Contact Us page on our website.
3. INTERPRETATION
3.1 Definitions. In these Conditions, the following definitions apply:
"Business Day" means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
"Conditions" means the terms and conditions set out in this document as amended from time to time.
"Contract" means the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions
"Customer" means the person or firm who purchases the Goods from the Supplier
"Event Outside Our Control" has the meaning given in clause 17
"Goods" means the goods (or any part of them) set out in the Order
“Intellectual Property Rights” means all of the trade marks, trade names, copyright, patents, design rights and registered designs and all other intellectual property rights used or embodied in or in connection with the Goods or the Services
"Order" means the Customer's order for the Goods, as set out in the Customer's purchase order form, the Customer's written acceptance of the Supplier's quotation, or any other form of order placed by the Customer, as the case may be
“Services” any services agreed to be supplied by the Supplier to the Customer as set out in a Specification
"Specification" means any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
"Supplier" means Servo Europe s.r.o., a company registered in the Czech Republic under company number 14176653.
“Website” means www.servoeurope.eu
3.2 Construction. In these Conditions, the following rules apply:
3.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
3.2.2 A reference to a party includes its personal representatives, successors or permitted assigns.
3.2.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
3.2.4 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
3.2.5 A reference to writing or written includes faxes and e-mails.
4. BASIS OF CONTRACT
4.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4.2 These Conditions are intended for use by business Customers and not by private individuals.
4.3 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
4.4 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
4.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
4.6 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures or on the Website are produced for the sole purpose of giving an approximate idea of the Goods or Services described in them. They shall not form part of the Contract or have any contractual force.
4.7 A quotation for the Goods or Services given by the Supplier shall not constitute an offer. A quotation shall be valid for a period of 30 Business Days from its date of issue unless the quotation states otherwise.
4.8 The Supplier reserves the right to decline to deal with any Customer for any reason in its absolute discretion.
5. THE GOODS ON OUR WEBSITE
5.1 The images of the Goods on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the Goods. The Goods you receive may vary slightly from those images.
5.2 Although we have used our best efforts to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our website have a tolerance and so are approximates only.
5.3 The packaging of the Goods may vary from that shown on images on our website.
5.4 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
6. DELIVERY AND RISK
6.1 Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order and the Goods will be at your risk from that time save where you collect the Goods from us in which case delivery is complete once you (or your nominated carrier) collect the Goods from our premises at which point the Goods will be at your risk.
6.2 If you have asked to collect the Goods from our premises, you (or your nominated carrier) can collect them at any time during working hours after we have notified you that the Goods are ready for collection.
6.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by an Event Outside Our Control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.4 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.5 If you do not collect the Goods from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from us we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If despite our efforts we are unable to contact you or re-arrange delivery or collection then we may end the Contract and charge you reasonable compensation for our costs and/or losses.
6.6 We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
7. INTERNATIONAL DELIVERY
7.1 If you order Goods from us for delivery to one of the international countries we deliver to, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
7.2 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
7.3 You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law. Furthermore, you shall be responsible for ensuring that the Goods and their use comply with all applicable local laws.
8. RETURNS
8.1 If there is a problem with the Goods contact us as soon as possible but no later than 1 business day from the delivery of the goods.
8.2 Please note that you are not entitled to cancel a Contract or return Goods but if you have changed your mind about the Goods then please contact us as we may in our sole and absolute discretion allow you to return unwanted Goods.
8.3 Where we in our sole and absolute discretion allow you to return unwanted Goods (Returned Goods), you shall be responsible for the cost of returning the Returned Goods to us and any Returned Goods shall remain at your risk until we have taken receipt of such Returned Goods. Furthermore, any credit or refund issued for Returned Goods shall be subject to the Returned Goods being received by us in stock, resalable and satisfactory condition (as determined by us in our absolute and sole discretion). Where we consider that Returned Goods are not in stock, resalable and satisfactory condition then we may not credit or otherwise refund the price or may reduce any such credit or refund accordingly in which case we will notify you and you will have the opportunity to collect or arrange collection of the Returned Goods.
8.4 If the Goods are returned and there is no breach of warranty then the Supplier shall be entitled to charge a restocking fee of minimum of 25% of the invoice value of the Goods so returned.
9. TITLE AND RISK
9.1 The risk in the Goods shall pass to the Customer on completion of delivery.
9.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:
9.2.1 the Goods; and
9.2.2 any other goods or services that the Supplier has supplied to the Customer in respect of which payment has become due.
9.3 Until title to the Goods has passed to the Customer, the Customer shall:
9.3.1 hold the Goods on a fiduciary basis as the Supplier's bailee;
9.3.2 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
9.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
9.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
9.3.5 notify the Supplier immediately if it becomes subject to any of the events listed in clause 16.2; and
9.3.6 give the Supplier such information relating to the Goods as the Supplier may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business.
9.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 16.2, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
10. SERVICES
10.1 The Supplier shall provide the Services to the Customer in accordance with the Specification in all material respects.
10.2 Time for the performance of the Services shall not be of the essence and any performance date given by the Supplier shall be an estimate only.
10.3 The Supplier warrants that the Services will be provided with reasonable skill and care.
11. WARRANTY
11.1 We do not warrant that the Goods comply with the laws, regulations or standards outside the EU.
11.2 Unless otherwise confirmed in writing and provided that the total price for the relevant goods has been paid in full and cleared funds on or before the due date for payment, where Goods come with a manufacturer’s guarantee we warrant that those Goods are free from defects in design, materials and workmanship to the extent only that we can enforce such guarantee or warranty against the manufacturer of the relevant Goods.
11.3 We shall not be liable for any loss or damage to the Goods during transit unless: -
- we have agreed to deliver the Goods to you;
- you notify us in writing of the defect within 1 business days of delivery and provide us with any evidence we may reasonably request;
- where relevant, the Goods are preserved in the condition in which they were delivered and we have a reasonable opportunity to inspect the Goods;
- you comply with our reasonable instructions (including but not limited to the submission of a formal claim); and
- we reasonably consider that the damage or loss occurred during transit prior to delivery and not thereafter, in which case we shall at our sole option repair or replace the damaged Goods or refund the price of the Goods in full.
11.4 We may also sell extended warranties on terms agreed with you in writing.
11.5 For Goods which do not have a manufacturer's guarantee, we provide a warranty that on delivery and for a period of 12 months (unless quotation states otherwise) from delivery (Warranty Period), the Goods shall be free from material defects. However, this warranty does not apply in the circumstances described in clause 11.6.
11.6 The warranty in clause 10.5 does not apply to any defect in the Goods arising from: -
- your failure to follow our or the manufacturer’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
- wilful damage, abnormal storage or working conditions, accident, negligence by you or by any third party;
- any failure by you or a third party to install and/or operate or use the Goods in accordance with the relevant user instructions;
- any alteration or repair by you or by a third party who is not an authorised repairer; or
- the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
11.7 Subject to clause 11.6, in the case of Goods subject to the warranty at clause 11.5 only, if: -
- you give us notice in writing during the Warranty Period within a reasonable time of discovery that such Goods do not comply with the warranty set out in clause 10.5;
- we are given a reasonable opportunity of examining such Goods or (at our request) you provide reasonable photographic evidence of the alleged defect(s); and
- you (at our request) return such Goods to our place of business at your cost, we shall, at our sole option, repair or replace such defective Goods, or refund the price of the defective Goods in full.
12. PRICE AND PAYMENT
12.1 The price of the Goods and Services shall be the price set out in the Order, or, as quoted.
12.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods or Services that is due to:
12.2.1 any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
12.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods or Services ordered, or the Specification; or
12.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
12.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
12.4 The price of the Goods and Services is exclusive of amounts in respect of value added tax ("VAT"). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods or Services.
12.5 The Supplier may invoice the Customer for the Goods or Services on or at any time after the completion of delivery or performance (as the case may be).
12.6 Credit terms are available at the Supplier’s absolute discretion subject to the Supplier obtaining satisfactory credit references.
12.7 The Customer shall pay all invoices in full and in cleared funds by the end of the month following the month the invoice was dated. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.
12.8 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment ("due date"), then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
12.9 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
12.10 We accept payment by all major debit and credit cards (fee may be applicable), PayPal (fee may be applicable) and bank transfer. Unless we agree credit terms with you in writing, you must pay for the Goods before we dispatch them.
13. OUR RIGHT TO VARY THESE TERMS
13.1 We may amend these Terms from time to time.
13.2 Every time you order Goods from us, the Terms in force at the time of your order will apply to the Contract between you and us.
13.3 We may revise these Terms as they apply to your order from time to time to reflect the following circumstances: -
- changes in how we accept payment from you;
- changes in relevant laws and regulatory requirements; and
- changes in respect of products available from our website.
14. OUR LIABILITY
14.1 Nothing in these Terms limits or excludes our liability for: -
- death or personal injury caused by our negligence;
- fraud or fraudulent misrepresentation;
- defective products.
14.2 Subject to clause 14.1, we will under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for: -
- any loss of profits, sales, business, or revenue;
- loss or corruption of data, information or software;
- loss of business opportunity;
- loss of anticipated savings;
- loss of goodwill; or
- any indirect or consequential loss.
14.3 Subject to clause 14.1, our total liability to you in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount you have paid for the relevant Goods.
14.4 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
15. CONFIDENTIALITY
15.1 A party (“Receiving Party”) shall keep in strict confidence all technical or commercial know how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (“Disclosing Party”) its employees, agents or subcontractors and any other confidential information concerning the Disclosing Party’s business or products or services that the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract and shall ensure that such employees, agents and sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 15 shall survive termination of the Contract.
16. CUSTOMER'S INSOLVENCY OR INCAPACITY
16.1 If the Customer becomes subject to any of the events listed in clause 16.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Supplier without incurring any liability to the Customer, and all outstanding sums in respect of Goods or Services delivered or performed to the Customer shall become immediately due.
16.2 For the purposes of clause 16.1, the relevant events are:
16.2.1 the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, any of the foregoing apply;
16.2.2 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
16.2.3 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
16.2.4 (being an individual) the Customer is the subject of a bankruptcy petition or order;
16.2.5 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
16.2.6 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
16.2.7 (being a company) a floating charge holder over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;
16.2.8 a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;
16.2.9 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.2.1 to clause 16.2.8 (inclusive);
16.2.10 the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;
16.2.11 the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
16.2.12 (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
16.3 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
17. EVENTS OUTSIDE OUR CONTROL
17.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 17.2.
17.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, failure of our third party suppliers, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
17.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract: -
- we will contact you as soon as reasonably possible to notify you; and
- our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
17.4 You may cancel a Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.
18. GENERAL
18.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.
18.2 Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
18.3 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
18.4 This Contract is between you and us. No other person shall have any rights to enforce any of its terms.
18.5 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
18.6 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
18.7 This Contract is governed by law of the Czech Republic, mainly by Act No. 89/2012 Coll., Civil Code, and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the Czech courts.