AVYX Distribution s.r.o. Reseller agreement of terms & conditions
1. This agreement of terms and conditions apply to all orders placed for the products made available and supplied from AVYX Distribution s.r.o.
2. PLEASE READ THESE CONDITIONS - IF YOU PLACE AN ORDER WITH OUR ORDERS DESK OR VIA OUR B2B WEB PORTAL, THESE TERMS AND CONDITIONS WILL APPLY TO YOUR PURCHASE TO THE EXCLUSION OF ANY OTHER TERMS THAT YOU MAY SEEK TO IMPOSE OR INCORPORATE, OR WHICH ARE IMPLIED BY LAW, TRADE CUSTOM, PRACTICE OR COURSE OF DEALING.
3. The supplier of the goods to which these terms and conditions apply (referred to hereafter as AVYX, “we” or “us” as the context requires) is AVYX Distribution s.r.o, Bartolomějská 13, Prague, Czech Republic.
4. The shipping address for returns is AVYX Distribution s.r.o., Michelska 291/21, 140 00 Prague 4 – Michle, Czech Republic.
5. This agreement is made between AVYX and the reseller of goods supplied by AVYX, (referred to hereafter as “reseller” or “you” as the context requires), the name and details of the reseller to which this agreement applies to are detailed at the end of these terms and conditions.
6. AVYX are a distributor of products manufactured by other companies.
7. Brands available for resale by the reseller will be detailed in the appendices.
8. Where applicable BMD specialist reseller programmes and specific products will also be detailed in the appendices.
9. It is expected that resellers will actively promote, market and sell the brands made available for resale by AVYX. If this obligation is perceived as not seen to being fulfilled, AVYX reserve the right to give 1 months’ notice to terminate this agreement. This is subject to any application by the reseller, who shall provide evidence and/or mitigating factors as to why this obligation has not been fulfilled. In which case a period of review will be implemented on a month-by-month basis for a maximum period of 3 months, whereby the agreement will be documented as continuation or termination.
10. Data Security: any personal information provided by you for the purposes of entering into a purchase transaction shall not be released to any third parties, except where stated in this agreement, and dealt with in accordance with GDPR laws.
11. If a AVYX supplier/manufacturer releases a special offer, or changes pricing, the terms and conditions of that offer, or price change, will be at the discretion of and governed by the terms and conditions of the supplier/manufacturer relating to the specific offer or price change.
12. AVYX will not be held responsible or liable for any changes or offers from suppliers/manufacturer´s, other than to communicate and facilitate the offer or change, within the terms and conditions of the supplier/manufacturer.
Orders & pricing
13. An Order constitutes an offer by you to purchase goods in accordance with these Conditions. An Order shall only be deemed to be accepted when we issue an automated acceptance of the Order, at which point a legally binding contract shall come into force.
14. Regular or usual orders will only be accepted when placed via the B2B web portal which can be found at https://www.AVYX.tv/
15. Occasional Orders, such as demo orders for example, may be requested via email to firstname.lastname@example.org
. Agreement for acceptance of these orders must be made in advance and at the discretion of AVYX,. Instructions of how to complete these Orders will be sent upon request and prior to submission.
16. Whilst we will try to fulfil any orders placed with us within any stated time, we shall not (save as otherwise required by law) be liable for the consequences of any delay or failure to deliver.
17. Notwithstanding any indication given by our promotional material, orders desk or channel partners, all orders are accepted subject to availability.
18. AVYX reserves the right to amend product specifications and pricing without prior notice.
19. AVYX order desk is open from 9am-5pm (09:00hrs to 17:00hrs) CET/CEST for enquiries. B2B ordering via the website is 24 hours. Orders received after 1pm (13:00hrs) CET/CEST will not be shipped until the next available shipping day. There may be reasonable changes made to ordering times should this be required by application of exceptional circumstances.
20. Any order with a product value under €500 will incur a €20 small order fee. This will automatically be applied to the order in the B2B web portal.
21. Whilst we try to ensure that all prices on our website are accurate, errors may occur. If we discover an error in the price of goods you have ordered, we reserve the right to cancel the order and invite you to place another order for the goods at the correct price. If we cannot contact you, we will treat your order as cancelled.
22. All AVYX prices are displayed exclusive of tax (except in regions where it is a legal requirement to display a price inclusive of tax). Prices on all our invoices will include local tax where applicable.
23. In the event that an order cannot be immediately processed by reason of non-availability of stock, your order will be backordered. As stock becomes available, any processed orders will be invoiced at the price pertaining at the time of invoice.
24. Received Orders, via B2B (or email), will be allocated for despatch at the discretion of AVYX. Backorders will also be allocated at the discretion of AVYX.
25. All orders that have been accepted by AVYX will be processed on our internal ordering system automatically. Any order placed before shipment is prepared for dispatch to the reseller are subject to your right of cancellation. AVYX will not charge customers for cancellations made to orders prior to preparation of shipment. Products that have been allocated and packed for shipment and then cancelled by you will be subject to a restocking fee of 5%.
26. AVYX only accepts payment via prepayment, bank transfer, or wire transfer.
27. Payment is either by advanced payment or with credit terms. For new resellers payment must be made in advance. Credit terms are only available with a proven record of timely payments and upon application to AVYX.
28. The payment terms for credit payment are 10 days in all cases.
29. All pre-paid orders must be paid within 5 (five) working days of receiving a B2B order, or proforma invoice if pre-arranged, by the AVYX Order Desk. If payment is not received, orders will be cancelled after the 5th day and the order removed from our system.
30. Orders placed through B2B will either be subject to pre-payment or invoiced at the point of despatch, according to agreement between AVYX and the reseller.
31. Failure to pay an invoice within the agreed terms will result in a penalty fee of €50 euro or 5% of the total purchase order value including shipping, whichever is the greater. Further failure to pay may result in legal action to recover the outstanding monies or the goods.
32. AVYX reserves the right to delay any shipment if a customer's account is overdue or in arrears.
33. If payment is not received within your account credit terms, your account will be placed on hold. Any order placed, or backorders allocated whilst your account is on hold, will not be shipped and AVYX will only hold these orders on the system for 7 days. If your account remains on hold for more than 7 days, the order/backorder will be cancelled from our system.
34. If AVYX provides payment credit terms, the number of days given to pay on the invoice includes Czech Republic calendar weekdays and weekends.
35. Where applicable, customers must provide AVYX with their VAT/Tax number. Failure to supply AVYX accounts with this information could result in further additional taxes being charged. AVYX will not be held responsible and will not refund any further costs incurred due to VAT/Tax numbers not being supplied.
36. AVYX B2B Web portal offers resellers the choice to choose their delivery option. Where a delivery option has not been selected, AVYX will select the most appropriate service, without recourse.
37. Orders accepted shall only be delivered to the main company addresses on the original Purchase Order or B2B order. Request for delivery to any other address must be provided in writing to the Orders Desk immediately at the point of purchase.
38. Any specific requests relating to an order must be noted in the B2B disti portal at the time of ordering. AVYX will consider each request on merit and will accommodate where reasonable and practical. AVYX reserve the right to acceptance of such requests.
39. The price quoted for shipping does not include goods in transit insurance. If goods in transit insurance is required, this must be made clear on the original customer purchase order. If goods in transit is required a 1% charge of the overall value of the goods will be applied to the customers shipping charge.
40. You have the right to return goods within a 14-day period from when the goods were despatched by AVYX and this will be subject to a restocking fee. A 5% restocking fee will apply to any unopened goods returned to AVYX. For goods that have been opened (the seal on the box is broken) a 15% restocking fee will apply. Following a written request to return the goods we will contact you to arrange their return. Goods will not be credited if written confirmation from AVYX is not given. Please note that the cost of sending the goods back to AVYX, where you wish to cancel for reasons which are not due to product performance or description, will be payable by you.
41. Where product is received in a broken or defective condition, please contact our Customer Support Team between the hours of 9.00 am to 5.00 pm Mon - Fri excluding weekends on support@AVYX.tv
. Please note that we will not accept return of any product unless such returns have been authorised in advance.
42. The Customer Support Team and Order Desk opening hours may change from time to time to an alternative reasonable time when required.
43. Title to the goods passes from AVYX to the reseller at the point of collection by the courier or delivery company at AVYX. AVYX will provide parcel tracking numbers where possible. The reseller is responsible for the goods in transit and thereafter. Any disputes arising over delivery should be dealt with between the reseller and the courier as the reseller’s responsibility.
44. AVYX is not responsible for the damage of goods during transit from AVYX to the customer. Should any goods be damaged in transit, it is the customers’ responsibility to pursue this with the courier service, whether it is AVYX courier or the customers.
45. Upon receipt of goods the invoice must be checked against the contents of delivery and any discrepancies notified within 24 hrs.
46. Accessories and any spare parts are supplied solely for use with the product to which they relate. Where the goods are used for any other purpose, we shall not accept liability for any damage arising as a result of such use, and in these circumstances our liability, if any, shall be limited to the purchase price of any goods that are defective.
47. AVYX will not be liable for any indirect, special, or consequential loss or damage arising from our supply to you of any goods ordered. This does not affect our liability in respect of death, personal injury or physical damage to property arising as a result of negligence on our part.
48. All products are sold subject to manufacturer’s warranty and EU standard product warranty and limitations of liability (“Standard Warranty”) regardless of whether or not such Standard Warranty is included with the product when shipped. A copy of the Standard Warranty may be obtained on request from team@AVYX.tv
. The product warranty officially begins when the product is bought by you. Proof of purchase indicating the product as a line item as well as price paid is required to dispute a warranty start claim.
49. The agreement between us, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the local laws of Czech Republic.
Signed on behalf of AVYX by [name]:
Date and place: