GENERAL COMMERCIAL CONDITIONS of Sieza s.r.o.

1. General provisions

1.1. (Some terms) These General Commercial Conditions (hereafter „GCC“) set the relationships originating in connection with the sale of goods and rendering of services by Sieza s.r.o., IČ 046 07 180, with seat at Buštěhradská 109, 272 03 Kladno - Dubí, Czech Republic (hereafter the „Seller“) to its customers (hereafter the „Purchaser/s“). In respect of an individual case of sale of goods or rendering of services the Seller and Purchaser are jointly referred to as „Parties“, and the contract for sale of goods or rendering of services is referred to as the „Contract“.

1.2. (GCC and other documents) These GCC are binding on any and all commercial relationships between Seller and Purchaser coming in existence between them on the basis of a Contract.

In case of discrepancy between these GCC and a Contract, the terms of the Contract shall have precedence.

In the event the Purchaser has his own general commercial conditions, these shall not find application in respect of the relationship between the Parties save if Seller shall have given his explicit written consent to that.

2. Entry into Contract

2.1. (Communication between the Parties) Besides the communication delivered by post, the content of the electronic communication (especially by e-mail or social networks) between the Parties shall be considered binding on them provided that (i) the name of the person signing the communication together with his/her position within the Purchaser (for instance, „Director“, „CCO”, etc.), appears in it, and (ii) there shall be no reasonable doubt that the person has really sent it.

The communication posted to the official address of a Party, or to such other address that has been in use between the Parties, shall be considered delivered on the third day from its posting unless a different delivery day is documented. Electronic communication dispatched to the electronic address stated on a Party’s website or social network, or to such other electronic address that has hitherto been in use by the Parties, shall be considered delivered on the day of its dispatching.

2.2. (Contracting) Electronic form is the basic form of concluding Contract between the Parties. To this purpose, Seller shall allow Purchaser to access the database of Seller’s products with their technical details as well as Seller’s price calculator. Seller’s summary offer has the form of a dataset marked “Order Confirmation” containing at least the specification of the ordered goods/services, their prices, and the place and date of delivery.

Unless the Order Confirmation is in fact the form of conclusion of the Contract (see paragraph 2.3), it shall be binding on the Seller for such period as stated in it, and if no such period is stated, then for 7 days.

If Purchaser, upon the receipt of Seller’s Order Confirmation, requires a change of the specification of the goods/services stated in it, such request shall be considered to be Purchaser’s new order.

2.3. (Conclusion of Contract) In case the Parties have negotiated the terms of a purchase of goods/services by means of electronic mail, the Contract shall be deemed to have been concluded when Purchaser receives Seller’s Order Confirmation as per paragraph 2.2.

However, Purchaser may negate such conclusion of the Contract by means of a written note to this effect delivered to the Seller without any delay after the receipt of Seller’s Order Confirmation. In case that such a note shall also contain a request to change a particular parameter of the received Order Confirmation, the Contract shall be concluded upon receipt by the Purchaser a Seller’s new Order Confirmation.

3. Price and Payment terms

3.1. (Prices) In these GCC, „Price“ shall be understood to be the base price of Seller’s goods/services as per Seller’s “price calculator” as amended by Seller’s discounts, rebates and/or surcharges as per paragraph 3.2.

Unless the opposite ensues from Seller’s offer or Purchaser’s order, the base price in the price calculator as per the previous sentence shall be “net”, i.e. without taxes, surcharges, discounts and rebates, and further without the costs of packaging, transportation, insurance, commercial, customs and other official fees.

3.2 (Price amendments) If the Parties do not explicitly agree on a specific Price, rebate, discount, surcharges or cost, the hitherto applying Prices, rebates, discounts, surcharges and/or costs shall apply to their commercial case. In case the Parties have not yet traded between them, market customary costs shall apply.

3.3 (Change of Price) Any change of Price requires consent of both Parties which may be expressed in the same manner as set down in respect of the conclusion of the Contract as per paragraph 2.3.

3.4. (Form of payment) Unless agreed otherwise in the Contract, the Price is payable before delivery of the goods or rendering of services. Parties may agree in the Contract on an advance and supplement, or on payment in instalments.

Unless a cash payment is agreed upon, Purchaser shall make the payment by bank transfer to Seller’s account as per the Contract or his invoice.

Bank payment shall be regarded as received only after its crediting to Seller’s account.

3.5. (Invoicing) Seller’s invoice issued before the shipment of goods/rendering of services shall be considered to be a call for payment. As “tax document” shall be considered only such Seller’s invoice, which shall bear this explicit designation.

3.6. (Due and overdue payment) Unless otherwise stated in the Contract or Seller’s invoice, the amount shall be due for payment 14 days after the delivery of the invoice to Purchaser.

In case of non-payment by Purchaser on due date the Seller shall have the right, in his exclusive choice -

a) to rescind the Contract, or

b) to delay his performance (i.e. delivery of goods, rendering of services) until Purchaser’s full payment of the due amount;

having, under each of the options, the right to charge the Purchaser the delay interest of 0,07% of the due amount per each day of delay, as well as contractual penalty and the injury exceeding the amount of the contractual penalty.

3.7. (Order of settlement) Any Purchaser’s payment shall be first accounted against the appurtenances of the debt (i.e. the delay interest, ensuing costs), then to the contractual penalty, and only the rest against its principal.

4. Terms of delivery - time and place

4.1. (Place of delivery) Unless agreed otherwise between the Parties, the Purchaser’s seat shall be the place of delivery.

4.2. (Time of delivery) Unless agreed otherwise in the Contract, Seller shall deliver the goods/services within 14 work days after Purchaser’s payment in full of the Price. Regardless of the agreed time of delivery, Seller shall not be in default with it until Purchaser’s payment in full of the Price or its agreed part.

4.3. (Delivery) Seller has the right to split the goods/services and deliver/render them by parts. Purchasers has the obligation to take over the goods without any delay upon its delivery. The goods shall be considered to be delivered when Purchaser can effectively handle with the goods on the agreed place, and that, even if he has not taken it over, and that, with consequences stated in paragraphs 4.4 and 5.2.

 

4.4. (Purchaser’s delay) In the event of a delay in taking over of the goods, Purchaser is obliged to reimburse the Seller for reasonable costs incurred by him as a result of this delay (especially the costs of storing the goods). In such a case, Seller is entitled to detain the goods until the receipt of the reimbursement of these costs. In the event of a delay exceeding 10 days in taking over the goods or reimbursing the costs, Purchaser shall pay the Seller a contractual penalty of 3% of the price of the goods for each commenced week of delay, and in the event of a delay exceeding 30 days, the Seller is entitled to withdraw from the transaction.

4.5. (Seller’s delay) Seller is obliged to inform the Purchaser without undue delay of an impending delay, its cause and reasons, and a new delivery date. In the event of a delay exceeding 20 days, Purchaser is entitled to request a discount of 2% of the price of the goods/services for each week of delay; in the event of a delay of more than 60 days, Purchaser is entitled to withdraw from the transaction.

5. Ownership and transfer of risk of damage. Transportation. Insurance

5.1. (Transfer of ownership) Ownership of the goods passes to the Purchaser only upon full payment of the Price (whereas the provisions of paragraph 3.7 apply).

5.2. (Transfer of risks) The risk of loss or damage to the goods passes to the Purchaser -

a) at the moment of its handover to the first carrier, or

b) at the moment of taking over, or, if applicable -

c) at the time of the alleged delivery pursuant to paragraph 4.3,

whichever comes earliest.

5.3. (Transportation, insurance) If Seller is to arrange the transport of goods under the Contract, Purchaser shall bear all related costs, including insurance.

6. Warranty conditions and liability for defects, technical support

6.1. (Complaints and Service Rules) The warranty and service conditions are governed by the Seller's Warranty, Claims and Service Rules, which form an appendix to these GCC.

7. Liability for damage

7.1. (Limitation of Seller's liability) Seller shall not be liable for damage resulting from the facts stipulated by legal regulations, as well as the damage caused by external circumstances without fault of Seller and/or the persons with whose help he has fulfilled his obligations, and including the cases of force majeure.

7.2. (Scope of Seller's liability) Seller is only liable for actual damage caused to the Purchaser by a proven culpable breach of his obligations; however, Seller's total liability for all claims raised by Purchaser shall be limited to the amount not exceeding 100% of the Price. Furthermore, Seller is not liable for indirect damage or lost profits, consequential damages, decreased turnover, interruption of business, loss or damage to credibility, damage to goodwill, loss of business information or any further loss or damage.

7.3. (Circumstances precluding liability) Circumstances excluding liability are taken into account on the part of the Seller regardless of when they occur.

8. Intellectual property

8.1. (Intangible rights) In connection with the goods and services sold, Seller owns all direct and derived intellectual property rights and industrial property rights, as well as the rights derived therefrom, for which it is legally permissible. The preceding sentence applies in particular to patents, trademarks, industrial or utility models and copyrights; furthermore, the provisions of this paragraph shall apply to the same extent to Seller's trade secrets and know-how.

8.2. (Licences) Unless the Agreement stipulates otherwise, or unless a written license agreement is concluded, the sale of goods and services to Purchaser is not associated with the granting of a license to use intangible rights pursuant to paragraph 8.1. In the event of unauthorized use of intangible rights, the Purchaser shall be obliged to compensate Seller for all damages, to deliver him unjust enrichment and to pay him commensurate satisfaction.

9. Confidential information

9.1. (Confidential Information) The information designated by one of the Parties as confidential or such information in respect of which it ensues from its nature may not be used contrary to the purpose of its providing and may not be shared with, or disclosed to, a third person without the other Party‘s prior written consent.

10. Closing provisions

10.1. (Legal framework) In matters not regulated by these GTC, the generally binding regulation of the Czech Republic, in particular Act No. No. 89/2012 Coll., Civil Code, as amended ("o.z.") shall apply.

10.2. (Salvatory provisions) In the event that any of the provisions of these GTC becomes invalid or ineffective, it shall not affect their other provisions.

10.3. (Limitation period) The limitation period for any mutual claim of Purchaser and Seller is 2 years.

10.5. (Risk of change of circumstances) Risk of change of circumstances according to § 1765 o.z. burdens the Purchaser.

10.6. (Unforeseen circumstances) If events occur that cannot be foreseen at the time of concluding the Contract, and which occurred independently of the Seller's will and prevent him from fulfilling his obligations under the Contract, the Seller shall be entitled to postpone the period for their fulfilment by such time as the obstacle persist. In all cases of circumstances excluding liability (paragraph 7.1), Seller is entitled to withdraw from the Contract without the Purchaser‘s right to compensation for damages. In such a case, Purchaser may request the Seller to state whether he will withdraw from the Contract or rather perform his obligation within a reasonable alternative delivery period. If Seller does not state that within 5 working days, Purchaser shall have the right to withdraw from the Contract. Purchaser is not entitled to refuse partial performance that has been carried out by the Seller until then, therefore he is not entitled to withdraw from this part of the Contract.

10.7. (Withdrawal from the Contract) In the event that Purchaser declares or indicates that he will not be able to fulfil his obligations under the Contract, in particular the obligation to pay the full Price, or this fact is likely to result from other circumstances, Seller will be entitled to withdraw from the Contract. In such a case, Seller will be entitled to set off all his vainly incurred expenses, including the usual amount of administrative overheads, against his obligation to return the part of the Price received to Purchaser.

10.8. (Changes to the GTC) Seller is entitled, in accordance with § 1752 o.z., to change these GTC unilaterally at any time. The new version of the GTC will be published on Seller's website at least 1 month before such change takes effect. Purchaser is entitled to reject such a change of the GTC within one month from the intended effectiveness of the change; in such a case, the new wording of the GTC shall not apply to the legal relationship between the Parties, however, the Seller shall have the right to terminate the contractual relations with Purchaser..

10.9. (Rules of Assignment) Purchaser is not entitled to assign any of his rights and obligations arising from the business governed by these GTC to a third party without Seller‘s prior written consent. Seller has the right to assign any of his rights and obligations under the Contract to a third party.

10.10. (Prohibition of set-off) Purchaser is not allowed to set off any of his receivables from the Seller against his obligation to the Seller.

Version as of 1.9.2020

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