Business Terms and Conditions
Terms and conditions of Danielson s.r.o. valid from 20.10.2023
1. Subject matter and scope of the Terms and Conditions
1.1 These terms and conditions (hereinafter referred to as "Terms and Conditions") regulate the rights and obligations of Danielson s.r.o., ID 27430529, with registered office at Bucharova 2657/12, Stodůlky, 158 00 Prague 5, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 112300 (hereinafter referred to as "Danielson") and its customers, as well as the procedure for concluding a contract with a customer.
1.2 In accordance with the provisions of Section 1751 of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the "Civil Code"), the Terms and Conditions are part of the content of the contracts concluded by Danielson with the Customer and the Customer has had the opportunity to familiarize himself with the Terms and Conditions prior to the conclusion of the contract, either on Danielson's website located at http://www.danielson.cz (hereinafter referred to as the " Internet Shop" or the "Website") or by sending them to Danielson together with the offer (offer letter). The content of the Contract consists of the Customer's accepted offer from Danielson (or the Customer's order placed via the Internet Shop and accepted by Danielson) and these Terms and Conditions. If Danielson has entered into a framework agreement with the customer, the provisions of the framework agreement shall also constitute the content of the specific purchase or work contract.
1.3 In the event of a conflict between the provisions of these Conditions and the provisions of the Purchase Agreement or the Work Agreement, the provisions of the Purchase Agreement or the Work Agreement shall prevail. In the event of a conflict between the provisions of these Conditions and the provisions of the framework contract, the provisions of the framework contract shall prevail. In the event of a conflict between the provisions of the framework contract and the provisions of a specific purchase or work contract, the provisions of the specific purchase or work contract shall prevail.
1.4 The customer may be a legal entity or a natural person acting within the scope of his/her business activity or within the scope of his/her independent profession, with whom Danielson enters into a contract for the supply of custom textiles (purchase contract; the customer is the buyer) or for the printing, embroidery, sublimation or application of prints on the customer's textiles (work contract; the customer is the client). For the avoidance of doubt, only a person who identifies himself to Danielson with his identification number is considered a customer.
2. Conclusion of a contract
2.1 The contract between Danielson and the customer is concluded when the customer's acceptance of Danielson's offer (offer letter) is delivered to Danielson. If the customer places an order via Danielson's online shop, the contract is concluded when Danielson receives the customer's acceptance of this order (by e-mail), whereby acceptance of the order does not mean the automatically generated confirmation by the internet shop that the order has been placed by the customer, which may be supplemented by a price quotation prepared by Danielson.
2.2 The customer may contact Danielson in person, by e-mail or by mail with his/her request to submit a bid (bid sheet). The request should include in particular:
a) contact details of the customer (name and surname or company name, ID number, VAT number, registered office, telephone contact, e-mail and information if the entity is a VAT payer);
b) graphic documents;
c) the required date of completion;
d) way of packaging;
e) order volume;
f) when ordering goods: size, quantity, colour;
g) method of transport of goods;
h) the preferred method of sending the offer and how the customer confirms acceptance of the offer (by email or post).
2.3 Graphic documents can be provided
a) in electronic form for use with Photoshop, Adobe Illustrator, Corel Draw 12, or other form approved by Danielson;
b) as a sample T-shirt;
c) printed on paper.
2.4 In the event that any documents ("Materials") are provided to Danielson by Customer in connection with the Agreement, the Parties agree as follows. In the event that at any time any third party asserts rights against Danielson in connection with the Submissions, Customer agrees to promptly provide Danielson with all documents and information necessary to successfully litigate the dispute with such third party. In the event that such third party claims that the use of the Documentation has infringed its rights, in particular rights in copyright or trademark protection, or that unfair competition has occurred, the Customer agrees to reimburse Danielson immediately for all reasonable costs incurred by Danielson in connection with the dispute with such third party. In the event that Danielson incurs damages (including public penalties and Danielson's costs and expenses related to such infringement) in connection with the Submissions, Customer shall indemnify Danielson for such damages within thirty (30) days of such damages.
2.5 If the information contained in the Customer's enquiry provides sufficient information for the processing of the offer, Danielson will send the offer to the Customer by email or post, depending on the preferred method of sending the offer. The offer will include a notice that the contract is subject to these Terms and Conditions. Danielson shall be bound by the offer for a period of fourteen days from the date of dispatch to the Customer unless otherwise stated in the offer.
2.6 If the customer agrees to the offer, they will send their acceptance to Danielson by email or post. Upon delivery of the acceptance to Danielson, the contract is concluded in accordance with Article 2.1 of these Terms and Conditions.
2.7 If the acceptance of the offer is received by Danielson by 11:00 a.m. on the business day, the order is entered into Danielson's information system ("Information System") on the same day. If the acceptance of the offer is received by Danielson after 11:00 a.m. on a business day or on a non-business day, the order shall be entered into the information system no later than the next business day. The customer is notified of the registration of the order in the information system by an automatically generated e-mail.
2.8 Danielson operates an internet shop. A customer who has been set up with a Danielson user account can order goods through the webshop. If an order is placed via the online shop, a contract is concluded in accordance with Article 2. 1 of these Terms and Conditions.
3. Delivery time
3.1 The time period for the delivery of custom textiles or the printing, embroidery, sublimation or application of prints on the customer's textiles (hereinafter referred to as the "delivery period") is contained in Danielson's offer, i.e. agreed in the contract.
3.2 The delivery period shall be deemed to have been met if within that period
a) the goods are ready for pick-up by the customer at Danielson's premises at Plzeňská 2155, Žatec 438 01 or at Nad Porubkou 2343, 708 00 Ostrava-Poruba, by agreement with the customer;
b) the goods are delivered to the customer at a location specified by the customer, or if the goods cannot be delivered to the customer at such location due to lack of customer cooperation if the goods are transported by Danielson;
c) the goods are handed over for transport if the transport is provided by an external transport service.
3.3 Danielson shall no longer be bound by the obligation to meet the delivery deadline (to complete the order within the delivery period) in the following cases:
a) the customer fails to pay the prepayment within the time limit;
b) the customer fails to comment on the proof read within the time limit specified in paragraph 6.3 of these Terms and Conditions;
c) the customer fails to comment on the sampled product within the time limit set out in paragraph 6.8 of these Terms and Conditions;
d) the customer has failed to deliver the goods to complete the work within the time limit (e.g. has not delivered the goods for decoration);
e) the customer has not delivered the documents necessary for the execution of the order within the specified time limit;
f) the customer has failed to provide Danielson with any other cooperation necessary to perform its obligation under the contract;
g) the customer is in default in the payment of any monetary obligation to Danielson;
h) a circumstance excluding liability within the meaning of Section 2913(2) of the Civil Code occurs;
i) the goods necessary to fulfil the contract are not available on the market;
j) in other cases as set out in these Conditions; and the new delivery period, the length of which will be notified by Danielson to the Customer, will commence after the relevant impediment has passed.
3.4 Danielson shall inform the Customer without undue delay that a circumstance precluding liability under paragraph 3.3(h) of these Conditions has occurred or that the goods necessary to fulfil the order under paragraph 3.3(i) of these Conditions are not available on the market.
3.5 Danielson is always entitled to partial performance of the contract.
4. Price
4.1 The price for the delivery of custom textiles or the execution of printing, embroidery, sublimation or application of prints on the customer's textiles (hereinafter referred to as the "purchase price") may be determined
a) based on the current Danielson price list;
b) based on the content of the framework agreement;
c) by special agreement between Danielson and the customer.
4.2 The purchase price will be stated in Danielson's offer to the customer, i.e. agreed in the contract, and does not include the following costs
a) the cost of packing the goods; the cost of packing the goods will be determined by the customer's specific packing requirements and will be agreed with the customer together with the agreement on the method of packing the goods;
b) the cost of proofreading the supplied graphic designs and editing the graphic documents supplied by the customer;
c) the cost of transporting the goods to the customer, unless otherwise stated in these Terms and Conditions.
4.3 Unless otherwise agreed, value added tax is added to the purchase price in the amount specified by law on the date of the taxable transaction, unless otherwise agreed.
5. Maturity
5.1 Tax documents issued by Danielson are due fourteen (14) days from the date of issue. Advance invoices issued by Danielson are due three (3) days from the date of issue. Customer may request a change in due date by sending an email to "info@danielson.cz". Danielson is under no obligation to comply with the request.
5.2 The purchase price and related costs can be paid
a) in cash;
b) via bank transfer;
5.3 For new customers, Danielson requires payment of a deposit prior to the start of printing, embroidery, sublimation or print application. The amount of the deposit is specified in the contract.
5.4 Upon proper payment of the purchase price and related costs, if any, for three orders, Danielson may arrange with the customer for payment of the price and costs upon receipt of the goods for other orders. The customer must request this option by email to info@danielson.cz and Danielson does not need to notify the customer of this option. The customer is not automatically entitled to the above and Danielson may reject the customer's request without giving any reason for the rejection.
5.5 If the customer is in default of payment of the price or related costs, the customer shall pay Danielson a contractual penalty of 0.1% of the amount due for each day of delay. This is without prejudice to the right to damages and interest for late payment. The contractual penalty shall always become due on the last day of the respective calendar week in which the customer is even partially in default of payment of the purchase price.
5.6 Ownership of the goods is transferred to the customer only upon payment of the full purchase price and any related costs.
5.7 The customer is not entitled to unilaterally set off its claim against Danielson's claim or to assign its claim against Danielson to a third party.
5.8 If the customer is in default of payment of the purchase price or related costs for more than ten days from the due date of the tax document or advance invoice, Danielson is entitled to withdraw from the contract.
5.9 In the event of default by the customer in the payment of any monetary obligation to Danielson, Danielson shall be entitled to suspend any performance to the customer until all obligations of the customer to Danielson have been settled. Such suspension of performance shall not be considered a breach of contract by Danielson.
6. Proofreading and sample product
6.1 Proofreading means the graphic layout of the design of the printing, embroidery, sublimation or form of the custom sewing work, which includes the size, colour and method of technology (printing, embroidery or sublimation). The proof may be supplied to Danielson by the customer or the proof may be prepared by Danielson. If the customer does not specify that he will supply the proof at the latest when accepting the offer, Danielson will prepare the proof; this does not apply if Danielson and the customer agree otherwise. Danielson shall be entitled to a fee for the preparation of the proofreading, the amount of which shall be agreed between Danielson and the customer.
6.2 If the proofreading is prepared by Danielson, it is sent to the client by e-mail within 24 hours after the order has been registered in Danielson's information system and all data for proofreading has been provided by the client, including any physical samples if needed for proofreading.
6.3 The customer is obliged to comment on the proofreading within 24 hours of its delivery. Without the customer's approval of the proofreading, it is not possible to proceed with the execution of the order by Danielson (in particular, the printing, embroidery, sublimation or application of prints on textiles). If the customer does not agree to the proofreading within the time limit referred to in the first sentence, the customer's right to have the order executed within the specified delivery period shall be extinguished.
6.4 If the customer has objections to the first proofreading and the subsequent (second) proofreading sent by Danielson to the customer has already been approved by the customer, the delivery period is extended by the time from the expiry of the deadline for comments on the first proofreading until the customer has approved the proofreading. If the customer has objections to the first proof and to the second proof, the customer's right to have the order executed within the delivery period is terminated. Danielson will agree a new delivery time with the customer depending on when the customer agrees to the proofreading.
6.5 After proofreading, a sample product can be prepared. The sample product is prepared when Danielson and the customer agree. Preparation of the patterned product means the printing, embroidery, sublimation or application of prints on at least three pieces of textile.
6.6 In the case of sending a sampled one-piece product by mail order, the customer will be notified by e-mail about the transfer of the sampled product to the shipping service.
7. Place of delivery of goods
7.1 The customer is obliged to collect the goods (custom textile or work) at Danielson's premises at Plzeňská 2155, 438 01 Žatec or Nad Porubkou 2343, 708 00 Ostrava-Poruba, unless otherwise agreed. The customer is obliged to confirm receipt of the goods in writing, usually by signing and stamping, if used by the customer, the delivery note.
7.2 After agreement with the customer, the goods can be sent to the customer by a transport service (Danielson Transport, DPD, GLS, UPS, PPL, Czech Post), which is paid by the customer according to the valid price list of the transport company. Each carton of goods is marked with an identification label, by which it is possible to check the contents of the shipment. Detailed information about the shipment is given in the delivery note.
7.3 Unless otherwise provided by law, the customer is obliged to take possession of the goods. The customer is obliged to acknowledge receipt of the goods.
7.4 The customer is obliged to check the completeness and integrity of the shipment upon receipt of the goods. In the event of any irregularities, the customer is obliged to draw up a damage report with the driver of the carrier and send the scanned report to the relevant order manager representing Danielson s.r.o. no later than the next day. In the event that the driver has left without properly handing over the order, the customer must immediately contact the transport service and resolve any deficiencies.
8. Danger of damage to property
8.1 The risk of damage to the goods passes to the customer
a) by taking over the goods by the customer at Danielson's premises at Plzeňská 2155, 438 01 Žatec or Nad Porubkou 2343, 708 00 Ostrava-Poruba;
b) by acceptance of the goods by the customer at a location specified by the customer if the goods are transported by Danielson;
c) by handing over the goods for transport, if the transport is provided by an external transport service.
8.2 If the customer is in default in taking over the goods, the risk of damage to the goods passes to the customer at the moment of his default in taking over the goods.
8.3 In the case of a contract for work, the customer bears the risk of damage to the items he has procured for the execution of the work, pursuant to Section 2598 (1) of the Civil Code, and remains their owner until they become part of the subject matter of the work. Textiles provided by the customer for the execution of the work remain the property of the customer at all times and the customer bears the risk of damage to them at all times. Danielson's obligation to perform the work is fulfilled:
a) by taking over the goods by the customer at Danielson's premises at Plzeňská 2155, 438 01 Žatec or Nad Porubkou 2343, 708 00 Ostrava-Poruba;
b) by acceptance of the goods by the customer at a location specified by the customer if the goods are transported by Danielson;
c) when the goods are handed over for transport, if provided by a transport service;
d) the moment the customer is in default in taking delivery of the goods.
8.4 After taking over the goods, the customer is obliged to follow the manufacturer's instructions for handling the textile (washing, ironing, etc.). The customer is obliged to instruct the persons to whom the goods are handed over about the obligation to follow the manufacturer's instructions for handling the textiles.
9. Dimensional tolerances, quantity differences and colour variations
9.1 When supplying custom textiles (purchase contract) or printing or applying prints to customer textiles (work contract), shrinkage and deformation of the textile material used and the printing technology used must be taken into account within +/- 5% in the X and Y axes. Any deviations within the range referred to in the first sentence shall not constitute a breach of Danielson's obligation.
9.2 For technological reasons, in the case of a work contract (printing, embroidery, sublimation or application of prints on the customer's textiles), it is accepted that part of the textiles handed over by the customer for the execution of the work may be degraded during the execution of the work. The extent of the work shall be reduced by the amount of the degradation. The customer may avoid a reduction in the scope of the work by providing Danielson with a quantity of textiles that is greater than the scope of the work. The customer must make arrangements with Danielson to provide a larger quantity of textiles.
9.3 If the quantity of degraded textiles does not exceed 2% (in words: two percent) of the total number of textiles handed over by the customer for the execution of the work, the customer is not entitled to reimbursement of the price of the degraded textiles.
9.4 If the amount of depreciated textiles exceeds 2% (in words: two percent) of the total number of textiles handed over by the customer to perform the work, Danielson shall reimburse the customer for the purchase price of the portion of the depreciated textiles that exceeds 2% (in words: two percent) of the total number of textiles handed over by the customer to perform the work, up to a maximum of the price customary at the time and place.
10. Duty of confidentiality
10.1 The customer is obliged to maintain the confidentiality of all facts of a commercial, manufacturing or technical nature relating to Danielson which have actual or at least potential material or immaterial value and which are not generally available in the relevant business circles ("Confidential Information").
10.2 The customer shall not misuse confidential information for his/her own benefit or for the benefit of a third party.
10.3 The customer's duty of confidentiality also applies to all data provided to the customer in connection with the online shop and the user account. The customer may not disclose or otherwise make available to a third party his password, username, the structure of the online shop or the source code or any information in connection with the internet shop, in particular the data required to access his user account. The customer shall ensure that any employee of the customer who has a username, password and access to the user account also observes the confidentiality obligation.
11. Liability for defects and liability for damages
11.1 Danielson is responsible for defects that:
a) have the goods at the time when the risk of damage to the goods passes to the customer, or
b) occur during the warranty period (warranty), if a warranty is provided by Danielson.
11.2 The right of liability for defects does not apply, inter alia, to damage caused by excessive or improper use (e.g. mechanical wear and tear caused by improper handling), neglect of the care of the goods (e.g. destruction of the print by ironing) or damage caused by an force majeure. The customer acknowledges that the goods must be washed at 40° C on the reverse side and without the use of chemical additives in the washing powder. The customer also acknowledges that the goods must be ironed on the reverse side.
11.3 The customer agrees that the goods may have characteristics that are due to material properties, such as shrinkage or variations in the size of the textile from the size charts (tolerance +- 5%) and the printing technology used within +/- 5% in the X and Y axes. Any variations within the range referred to in the first sentence shall not constitute a breach of Danielson's obligation.
11.4 Danielson is not obliged to check the suitability of the textiles provided by the customer for printing, embroidery, sublimation or application of prints on the customer's textiles and to notify the customer in the event that unsuitable textiles are found. If, however, Danielson brings the unsuitability of the textile to the customer's attention and such unsuitability is an impediment to the proper execution of the work, Danielson shall be entitled to suspend the execution of the work to the extent necessary until such time as the customer supplies suitable textiles or receives written notice from the customer that it insists on the execution of the work using the textiles provided. The delivery period shall be extended by the period during which the work had to be interrupted. Danielson shall also be entitled to reimbursement of the costs associated with the interruption of the work or the use of unsuitable items until such time as their unsuitability has been established.
11.5 The customer is obliged to inspect the received goods with professional care within three working days of receipt of the goods and notify Danielson of any defects.
11.6 If the goods are delivered with defects, the customer is entitled to have the defect removed, in derogation from § 2106 to § 2111 of the Civil Code. The remedy for the defect shall be made at Danielson's option by delivery of the missing goods, delivery of replacement goods or repair. If it is not possible to remedy the defect because the textiles necessary for the work are not available or the repair is not possible, the customer is entitled to a price reduction.
11.7 The customer cannot claim from Danielson the rectification of a defect in the goods, i.e. make a claim for liability for defects, unless the customer presents the defective goods, all of which are claimed to be defective, within 30 days of the customer claiming liability for defects.
11.8 Danielson will comment on the validity of the claim within 30 calendar days from the date of delivery of the defective goods to Danielson's premises, either at Plzeňská 2155, 438 01 Žatec or Nad Porubkou 2343, 708 00 Ostrava-Poruba.
11.9 If the customer is provided a certain number of items at a discount due to a defect, Danielson's liability for defects does not apply to those items. In order for the customer to be able to claim liability for defects in other items, the customer must present all of the discounted items at the same time as the goods for which the defect is claimed for the avoidance of doubt that the discounted goods are not being claimed.
11.10 In the event of damage to the customer arising in connection with Danielson's liability under the contract, unless the damage is caused by Danielson's intent or gross negligence, the parties agree to limit the compensation for such damage to the customer to the amount of the remuneration (price) actually paid by the customer under the contract, taking into account the terms of the contract. The parties acknowledge that, taking into account all the circumstances surrounding the conclusion of the contract, the aggregate foreseeable damages, including loss of profit, that the customer may incur in connection with the contract may not exceed an amount equal to the fee (price) actually paid to Danielson by the customer under the contract.
12. Privacy Policy
12.1 Danielson fulfils its information obligation to the customer who is a natural person within the meaning of Article 13 of Regulation 2016/679 of the European Parliament and of the Council 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 (General Data Protection Regulation) by means of a special document designated as information on the processing of personal data.
12.2 Customer consents to Danielson sending information and commercial communications related to Danielson's services or business to Customer's electronic address. Danielson fulfils the information obligation related to the processing of personal data for these purposes by means of a separate document.
12.3 Danielson fulfils its legal obligations regarding the possible storage of cookies on the customer's device by means of a separate document.
13.Concluding provisions
13.1 The customer is obliged to inform Danielson without undue delay of any obstacle that prevents it from fulfilling its obligations under the contract.
13.2 The contractual relationship between Danielson and the customer is governed by Czech law, in particular the Civil Code, with the exclusion of the application of customary commercial practices within the meaning of Section 558(2) of the Civil Code and the exclusion of the provisions of Sections 557, 1748, 1799, 1800 and 2119(1) of the Civil Code.
13.3 All disputes arising from the contractual relations between Danielson and the Customer shall be finally decided before the courts of the Czech Republic having jurisdiction in the matter, with the local jurisdiction being determined by the court designated by Danielson's registered office, specifically it is agreed that in the case of the jurisdiction of the district court in the first instance, the District Court for Prague 5 shall have jurisdiction and in the case of the jurisdiction of the regional court in the first instance, the Municipal Court in Prague shall have jurisdiction.
13.4 All provisions of the United Nations Vienna Convention on the International Sale of Goods are expressly excluded from the contractual relationship between Danielson and the customer, except those which cannot be excluded.
13.5 These Terms shall be valid and effective on the date specified in the heading of the Terms. The Terms are published on the Website. These Terms may be amended or supplemented only by Danielson at any time. Changes to the Terms do not affect existing contracts. Danielson will announce any change to the Terms by notice on the Website.
13.6 Unless otherwise expressly agreed, the contractual relationship between Danielson and the customer is not subject to the customer's terms and conditions.