General Terms and Conditions
1) Scope of General Terms and Conditions
a) The following General Terms and Conditions (hereinafter as “GTC”) apply to all business relationships between Night Magic Blades s.r.o., with its registered seat at Hlavná 62, Vysoká pri Morave 900 66, ID No.: 46565159, registered in the Company Register of the District Court Bratislava I, section: Sro, insert no.: 79719/B, (hereinafter called ‘Internet Shop” or “Seller “) and its Customers, mainly concluded via internet order through domain “nightmagicblades.com”, individual order, purchase contract or different way. The version valid at the time of the conclusion of the contract (executing the order) is applicable.
b) For a purpose of this General Terms and Conditions Customer:
i. “Consumer” – is any individual entering into the contract for a purpose not related to his or her business, trade or self-employed professional activity.
ii. “Businesses Customer“- is a Customer (whether an individual, company or partnership vested with legal capacity) who enters into the relevant contract in the conduct of its business or its self-employed professional activity,
c) Hereafter, if necessary, Consumers and Businesses Customer will be referred to separately, otherwise the following provisions shall apply for both Consumers and Businesses Customers referred to as “Customer/Customers”.
d) Even if acknowledged, variant, opposing or supplementary general business conditions will not become an integral part of the contract, unless their validity is expressly agreed to in writing by the Seller.
2) Conclusion of the Contract
a) All Seller´s quotations are without obligation and subject to final confirmation by the Seller. Offers published on a Seller´s website are non-binding until final confirmation by the Seller.
b) A purchase contract between the Seller and the Customer (hereinafter as “Contract”) is concluded when Customer executes the order and the Seller issues a confirmation of order or send a delivery after receiving an order from the Customer. By placing an order in the Internet Shop (which requires prior registration and acceptance of these General Terms and Conditions), the Customer makes a binding offer to purchase the relevant product. The offer shall remain valid and binding for a period of two business days following the day of the execution of the offer. The Seller reserves the right to decline an order.
c) Without undue delay upon execution of the order, Seller send to the Customer by e-mail a confirmation of receipt, this shall not constitute an acceptance of the order. The order shall be deemed to be accepted by Seller (and the Contract concluded) either upon subsequent confirmation of the order (e.g. by e-mail) or by dispatching the product.
d) Specific Customer‘s instructions, i.e. with regard to delivery dates, discounts, etc., shall not be binding until explicitly confirmed by the Seller in the confirmation of order.
3) Prices and Payment
a) Prices for products stated on the website of Internet shop or otherwise published are indicative and final price is always subject to an individual confirmation of the order sent by the Seller unless confirmed otherwise by the Seller.
b) Prices presented, published or otherwise provided by the Seller (on a website, catalogues, quotations, commercial materials, etc.) are “net” – do not include value added tax (VAT) or applicable sales taxes, nor shipping/delivery costs. Any customs duties and similar public charges shall be borne by the Customer. In particular countries specific taxes, duties and other levies would accrue.
c) Unless expressly agreed otherwise, all shipments shall require full advance payment for the Product: by PayPal, Credit card or direct bank transfer, in each case upon receipt of confirmation of the order. Invoice may be issued in such case and will be sent to the Customer altogether with Product, unless agreed otherwise. Separate postage and delivery charges for shipping abroad shall apply. National delivery fees and some international may by automatically indicated by Internet shop.
d) Every payment of a Customer is considered as duly compensated when the specific payment is delivered to the account of the Seller. The Customer bears any fees associated with bank and wire transfers.
e) The Seller retains title (ownership) to all products delivered until complete payment of the purchase price plus any interests or other charges arising are received by the Seller. The Customer shall not be entitled to resell the products which are under retention of title, except with prior written consent of the Seller, otherwise such sale or any other disposition is void and invalid.
f) The Customer shall have no right of set-off or retention, except to the extent that the counterclaim has not been disputed by the Seller or been determined by a final and binding decision of a competent court.
4) Dispatch of the Product
a) Seller shall dispatch the product which has been duly paid within five business days. Product, which Seller doesn´t have in stock, shall be dispatched according to the information of the Seller after validation that the Product is available in required amounts in terms stated in the confirmation of the order or validation of the delivery.
b) In the case that Seller´s supplier fails to deliver in a timely manner any products which is actually sold out, the relevant date of dispatch pursuant to subsection a) in this Article shall be extended until delivery is made by Seller´s supplier plus an additional delivery period to particular Customer. Any such extension shall be subject to the condition that Seller has without undue delay ordered the relevant products from the supplier and that Seller supplier’s failure to timely supply the products is not a result of Seller´s action or negligence.
c) In the event that the product is no longer available, or product or any part of it cannot be timely delivered, for any of the reasons set out in subsection d) of this Article or any other occasion beyond the control of the Seller, Seller shall without undue delay inform the Customer thereof. If the product or any essential part of it is no longer available within the foreseeable future, Seller shall be entitled to terminate the Contract in whole or partially (regarding certain part of the product). In case of any such termination, Seller shall without undue delay reimburse the Customer purchase price (or part of the purchase price) received from the Customer in respect of the order (after eventual possible deductions according to this GTC or specific Agreement).
d) Partial deliveries of products included in the same order shall be permitted upon request of the Customer, provided that the products can be used separately and provided further that Customer shall bear any additional costs caused thereby.
5) Shipment, Insurance and Passing of Risk
a) Unless expressly otherwise agreed upon, Seller is free to determine the appropriate mode of shipment and to select the carrier at Seller´s reasonable discretion.
b) Seller is only obliged to properly and timely deliver the product to the carrier, and any transit times specified in the Internet Store shall only be nonbinding estimates.
c) If the Customer is a Consumer, the risk of accidental destruction, damage or loss of the delivered product shall pass to the Customer upon delivery of the product to the Customer or upon the Customer’s default of acceptance. In all other cases, such risk shall pass to the Customer upon delivery of the product by Seller to the carrier.
d) Deliveries are usually carried by individual carriers and may be insured against usual risks of transportation at Seller cost and expense. Therefore Customer represents and obliges that every delivery when taking over from the carrier, which is anyhow damaged, shall not be taken over by the Customer and Customer shall designate such delivery as damaged otherwise all further warranties to the product expires. Customer shall notify the Seller of any such damage without undue delay. Once the damaged delivery is taken over by the Customer from the carrier damages caused by the delivery cannot be claimed.
e) Parties may agree on a personal delivery Ex Works (Incoterms 2010) or specific express/personal delivery according to the individual requirement of the Customer. Product shall be in such case handed over from the Seller’s premises by the Customer or Customer designated carrier. The risk of damage or loss of the product passes to the Customer upon notification to the Customer that the product is ready for collection or upon handing over the product to the carrier or other person designated by the Customer. Purchase price in full amount has to be compensated before taking over the goods by the Customer, carrier or any third person.
a) Seller warrants that products shall be of standard quality, free from any functional defects. The warranty period for delivered products shall be two (2) years for Consumers upon delivery of the product, warranty period for product batteries shall be six (6) months.
b) The Customer shall promptly upon delivery inspect the product with due care. The delivered product shall be deemed to be approved by the Customer unless the defect is notified to Seller
i. in case of any obvious defects within a period of one day upon delivery or
ii. otherwise within three (3) days from the day when the defect has been identified.
Warranty does not apply for damages caused by the delivery which shall be applied according to the article 5 letter d) of this GTC.
c) Businesses Customers are obliged to examine the delivered product with regards to defects within a reasonable time without undue delay and shall report obvious defects to the Seller in writing; otherwise the assertion of warranty is excluded. The Seller shall be given the time necessary to examine and remedy the defects or supply replacement parts or equipment, as applicable. The costs and risks of transporting the product to and from the repair center are to be borne by the Businesses Customer. For Businesses Customers the period of warranty is 12 months for product and 6 months for batteries as of the delivery of the product.
d) Seller shall have right to respond to warranty claim within 45 days, in complicated cases (defects) may be this terms prolonged to 60 days. All costs related to the warranty assessment shall be borne by the Customer unless and until malfunction or defect of the product caused by the nature of the product is confirmed.
e) In the case of product defects, the Seller is entitled to choose between the rectification of such defects (usually small defects) and replacement delivery at Seller´s sole discretion. Seller shall inform about chosen option within 5 days from the evaluation of the defect of the product. If a rectification is not possible or feasible, the Customer has the right to choose whether to reduce payments or provided that defects are not minor, to rescind the contract.
f) Seller shall not be liable for damages resulting from acts of third parties or force majeure, i.e. delays in shipment or inability to ship due to normal production delays resulting from acts of God, fires, floods, wars, sabotage, accidents, blackouts, labor disputes or shortages, plant shutdown or equipment failure, voluntary or involuntary compliances with any law, order, rule or regulation of governmental agency or authority; or inability to obtain material (including power and fuel), equipment or transportation, or arising from any other contingency, circumstances or any further event beyond the reasonable control of the Seller.
g) Warranty does not apply for the malfunction of the product if the Customer, or third party gave rise to such malfunction by acting contrary to the terms and conditions stated in this herein or associated documents or contrary to the guidelines, manuals, recommendations concerning the use of the product. Furthermore, the warranty does not apply for the product, if any problem or malfunction occurs as a result of wrongful handling or incompetent intervention by third party (service intervention of a party which is not a service partner of the Seller) or Customer or if warranty labels/marks are removed or damaged.
h) The Seller creates catalogues on-/offline and any other sales documents, lists and drawings, as well as measurements with the utmost care, but reserves the right to subsequently correct any obvious errors, which are not considered as the defect of the product. Furthermore, the Seller reserves the right to upgrade, improve, promote, change or supersede software of the product or any part of the software upon own discretion, with or without notification to the Customer.
7) Intellectual Property Rights
a) The Customer is granted the non-exclusive right to use a software delivered with the product for use in connection with the product, for the own purposes of the Customer and according to the documentation of the product according to purposes the product is manufactured and determined, unless it is not stipulated otherwise or revoked by the Seller according to these GTC or respective legal rules („License“).
b) The Seller hereby represents and declares that all and any copyrights, intellectual and industrial property rights („IPR´s“) to Products are duly settled and according to the best knowledge of the Seller no third party IPRs are or will be unlawfully affected by use of the products. Seller´s IPRs to the products shall not change, alter or anyhow modify, i.e. the Seller´s IPRs shall remain unaffected.
c) Customer shall detain all rights to the delivered product software not granted by or agreed with the Seller and refrain to use them. Unless it is not stated otherwise, it is not allowed to assign, transfer, license/sublicense, sell, pledge or dispose of IPRs to the product software in a different manner than explicitly stated in this GTC or other mutual written arrangements, otherwise the Seller is entitled to terminate this License with an immediate effect and all actions committed contrary to this provision are void and invalid.
d) All documents and sales information such as catalogues, brochures, documents and drawings as well as offers, projects, and any other technical documents, e.g. plans or models are Seller´s IPRs.
e) Use of Seller’s trade names and/or trademarks, designs, logos, signs and further IPRs without the prior, express consent of Seller, except according to previous section a) of this article is not allowed. Under no circumstances shall Customer, at any time, use Seller’s trade names, trademarks, other IPRs or other proprietary information as part of Customer’s corporate or trade name. Upon termination of this License and/or written request of the Seller, Business Customer shall remove all references to Seller from its letterheads, advertising literature and places of business, and shall not thereafter use any similar or deceptive name or trademark intending to give the impression that there is any relationship between the parties. Any deceptive use or attempted uses of Seller IPRs are strictly forbidden.
a) Seller is not liable (on whatever legal grounds) for damages which may not reasonably be foreseen, considering the type of the relevant order and product and assuming a normal use of the product. Furthermore, Seller´s liability shall be excluded for whatsoever damages caused by the use of the software by the Customer and Seller provides hereby no guarantees concerning the use of the software or any part of it or any action associated with the use of the software (within the product or as installed to the computer), e.g. resulting out of wrongful installation, inappropriate use, loss of data if their recovery is not possible or impeded due to a failure to perform appropriate data back-up procedures, etc.
b) Liability for slight negligence, compensation for consequential, special and financial losses, savings not achieved, loss of profits, lost data, losses of interest, and for damages resulting from claims made by third parties against Customer are ruled out.
c) Seller accepts no responsibility for crash damage and/or loss of blades, or other r/c components, accessories, etc. incurred during operation of a radio-controlled model. Furthermore, Seller is not liable for any purchased blades that are incorporated into radio systems or problems caused by incompatibility between radio components, parts, and repairs not completed by Seller´s service center, etc.
d) Any mishandling (contrary to the manual, guidelines and affiliated documentation and standard mode of operation), misuse of the product that results in personal injuries or otherwise harm Customer or any third person is not a subject of the liability of the Seller.
e) When Customer orders any additional parts, it is the Customer´s responsibility to check the exact model numbers and make sure that the parts will fit his/her model.
f) Seller does not provide any representation that the product will work or serve for any particular profit or nonprofit purpose and/or will have any special features in respect to Business Customers.
a) The Consumer is entitled to withdraw from a Contract within a period of 14 days with effect from the date of taking over of the product by the Consumer. The notice of termination of the Contract shall be given in writing form and without a reason. The product is deemed taken over by the Consumer at the moment when the Consumer or a third person other than the transport operator, will take over ordered product. Also if more products are ordered by the Consumer in one order and these products are supplied separately, the moment of taking over of the product by Consumer is when delivering last product of order. If the product consists of several parts, moment of taken over product by Consumer is delivery of the last part of product. When product is delivering repeatedly during certain period, the product is taken over by Consumer by each single delivery. If Consumers exercise their right of withdrawal, they are obliged to return (deliver) the product back to Seller at their own expenses. Fourteen-day withdrawal period shall be deemed observed if the declaration of withdrawal or the products themselves are send off before the end of the fourteen-day period. This right of revocation does not exist for products that have been customized or finished according to the customer’s specifications.
b) The declaration of withdrawal and return shipment of products have to be addressed to: Night Magic Blades s. r. o., Hlavná 62, Vysoká pri Morave 900 66, Slovak Republic, E-Mail: [email protected], Homepage:www.nightmagicblades.com.
c) Businesses Customers are entitled to terminate the Contract within a period of 14 days from taking over the product from the Seller of carrier under the circumstance that the compensation of 25% of the purchase price for the product shall be deducted. Such compensation may be set-off against purchase price payback. Termination has to be in writing and addressed to the Seller according to preceding section b) of this Clause. Shipment costs and expenses affiliated with the shipment shall be borne by the Business Customer. If repeated deliveries take place, rules settled in letter a) of this Article apply accordingly.
d) If, however, a customized special design is manufactured by the Seller individually for the Customer or a trade good is ordered exclusively for the Customer, a termination of the Contract is excluded.
e) Whatsoever damages or malfunctions caused on the product when termination is made and product is returned to the Seller is the sole liability of the Customer and shall be borne by the Customer. Customer agrees that compensation for such damages and malfunctions may be set-off against purchase price payback.
f) Should the Seller fall behind with deliveries through gross culpability, Customers are entitled to declare their withdrawal from the contract in writing by a registered letter addressed to the Seller after expiry of a reasonable period of grace of at least 30 days.
10) Data protection
a) Seller processes the personal data of data subjects for the processing of payment transactions and for marketing purposes with the consent of the person concerned in accordance with § 11 of the Act no. 122/2013 Coll. on Protection of Personal Data as amended legislation (hereinafter referred to as “Act of Personal Data Protection “).
b) Customers hereby agree that the information provided by them in the contract will be collected, processed, saved and used by the Seller for purposes of accounting, credit assessment and customer records. The data are used by the Seller to ensure compliance with statutory provisions, for the processing of payment transactions and for advertising purposes.
c) Customer sending an order to the Seller honestly declares that gives consent to § 11 Act of Personal Data Protection to keep the processed personal data which are necessary for the Seller. These personal data processed by the seller is stored up to 24 months, unless respective legal rules require otherwise.
d) The Customer has the right to free information over his stored personal data as well as to access, correction or deletion of inaccurate or illegally stored data.
e) The Customer is entitled to have his or her personal data deleted or corrected at any time. Personal data shall not be passed on to third parties. In order to process and carry out orders as quickly as possible, the Publisher requires the following data: complete name, e-mail address, telephone number, delivery address and, if a direct debit is used, the Customer’s bank sort code and account number.
11) Final provision.
a) These GTC come into effect publishing on the website of Seller. Seller reserved rights to change these GTC without prior notice. Such changed and updated GTC are valid for the each contractual relation – Contract from the time when published on the website. Already concluded contracts or accepted GTC may be changed if Customer is well acknowledged about updated GTC via e-mail or other form and does not notice any objections to Seller within 15 days from the day of sent email or sent documents, such GTC became valid and effective without further conditions.
b) Customer becomes bound by this GTC each time when providing a product order or concludes other form of binding order for required amount of products. Customer will not transfer rights nor obligations of this Agreement to a third party without a prior written consent of the Seller.
c) The Parties agree that the communication between them will be carried out mainly in the form of e-mail messages, respectively through letter post. Each document is considered as duly delivered if a particular delivery is returned as undelivered, at the latest (when the correspondence had been sent to a last known address of the other party and has not been taken by the other party or has been withheld). Email shall be considered as delivered after 3rd day of it´s sending unless “message undeliverable” appears. Either Party shall notify to the other Party any change of address/e-mail for notifications within a reasonable time.
d) No delay, failure or omission by either party to carry out or observe any of its obligations hereunder shall give rise to any claim against such party or be deemed to be a breach of this GTC if and for as long as such failure or omission arises from force majeure.
e) For all disputes arising from legal transactions which are directly or indirectly subject to these GTC, the Slovakian court having local and subject-matter jurisdiction.
f) Any contracts entered into between Seller and the Customer shall be governed by the laws of the Slovak Republic, prevailing of the provisions the Act no. 513/1991 Coll. Commercial Code as amended, unless specific law regulations and Code provides otherwise.
Night Magic Blades s. r. o., Hlavná 62,Vysoká pri Morave 900 66 ,Slovak Republic,
E-Mail:[email protected] Homepage: www.nightmagicblades.com