Business Terms and Conditions for concluding purchase contracts

Business Terms and Conditions

In compliance with Section 1751(1) of Act No. 89/2012 Sb., Civil Code (hereinafter the “CC”) these represent part of the content of purchase contracts concluded between the customer, as the buyer (hereinafter the “Client”) and the Axon Lab spol. s r.o. Company, Company Reg No.: 24175 358, with registered office at Lednická 1533, 198 00 Prague 9, registered in the Commercial Register administered by the Municipal Court in Prague in Section C, File No. 185656, as the seller (hereinafter the “Supplier”), by means of (i) the Supplier’s internet shop operated on the website located at the web address www.axonlab.cz (hereinafter the “internet shop”), or (ii) on the basis of the Client’s order placed by telephone, e-mail, letter or personally. These Business Terms and Conditions are an integral element of each purchase contract and are the only determinant for relations between the contracting parties, i.e. between the Supplier and the Client (hereinafter the “Parties”); application of the Client’s different terms and conditions is precluded.

In these Business Terms and Conditions, the Client means (i) a business entity registered in the internet shop, who concludes a purchase contract with the Supplier by means of the internet shop, the subject of which is delivery of goods offered by the Supplier on the internet shop, and also (ii) a business entity with whom the Supplier concluded a purchase contract for the goods it offers otherwise than by means of the internet shop.

1. Applicable Law

The legislation of the Czech Republic applies to these Business Terms and Conditions and the legal relations between the Supplier and the Client. The purchase contract and all legal relations and claims arising from it, are governed by the Czech legislation, particularly the CC. The Parties have agreed that application of the UN Convention on Contracts for International Sale of Goods (Federal Ministry of Foreign Affairs Notice No. 160/1991 Sb.) to their contractual relationship, is precluded.

All potential disputes arising from concluded purchase contracts and in relation to them, shall be judged conclusively by the general courts of the Czech Republic. The Parties arrange that, within the meaning of the provisions of Section 89a of Act No. 99/1963 Sb. Civil Procedure Code, that the general court of the Czech Republic within whose district the Supplier has a registered office as of the date proceedings are initiated, shall have jurisdiction over settlement of disputes.

Without the Supplier’s explicit consent, deliveries abroad (with the exception of Slovakia) are ruled out and the Client takes receipt of goods from the Supplier in the Czech/Slovak Republic.

2. User Account

The Client may enter its user interface (hereinafter the “user account”) on the basis of the Client’s registration in the internet shop.

During registration on the website and when placing orders for goods, the Client is required to give all data correctly and truthfully. The Client is required to update the data given in the user account whenever any changes occur. The Supplier considers the data given by the Client in the user account and when placing orders for goods, to be correct.

Access to the user account is secured by user name and password. The Client is required to keep confidential all information necessary for accessing its user account. The Client is not authorised to allow third parties to use the user account.

The Supplier may close the user account, particularly in cases when the Client breaches its duties from the purchase contract (including the Business Terms and Conditions).

The Client is aware that the user account may not be accessible at all times, particularly with regard to the required maintenance of the Supplier’s hardware and software equipment, or necessary maintenance of the hardware and software equipment of third parties.

3. Conclusion of a Purchase Contract by Means of the Internet Shop

All presentation of goods in the internet shop is of an informative nature and the Supplier is not required to conclude a purchase contract with regard to these goods. Goods are identified in compliance with the Supplier’s documentation. The proposal to deliver goods for the specified price made by means of the Supplier’s internet shop is an offer with the reservation of sufficient stock and the Supplier’s ability to provide performance.

The Client shall fill in a form for the purpose of ordering goods. The order form specifically contains information about (a) the ordered goods, (b) the method of payment of the purchase price for the goods, (c) the required method of delivery of the ordered goods and (d) the costs related to delivery of the goods (hereinafter the “order”).

Before sending the order to the Supplier, the Client is allowed to check and change the data it entered in the order, also with regard to providing the Client the opportunity to find and correct mistakes arising when entering data into the order form.

The Client sends the order to the Supplier by clicking on the “Order with legal effect” button. The Supplier considers the data given in the order to be correct. Immediately after receiving the order the Supplier confirms its receipt to the Client by electronic mail sent to the Client’s e-mail address given in the user account or on the order.

The contractual relationship between the Supplier and the Client originates by delivery and acceptance of the order, which the Supplier sends to the Client via e-mail, to the Client’s e-mail address given in the user account or on the order.

4. Conclusion of a Purchase Contract Outside the Internet Shop

All presentation of the Supplier’s goods in the catalogue or display of the goods is of an informative nature and the Supplier is not required to conclude a purchase contract regarding these goods. Goods are identified in compliance with the Supplier’s documentation. The proposal to deliver the goods for the specified price, made by means of the catalogue or by displaying the goods, is an offer with the reservation of sufficient stock and the Supplier’s ability to provide performance.

If the Supplier fails to inform the Client that the order cannot be processed, the Client is aware that acceptance of the order placed by the Client means that a purchase contract is concluded between the Supplier and the Client and the Client simultaneously confirms that it has been acquainted with these Business Terms and Conditions.

5. Terms for Delivery of the Goods and Transfer of the Risk of Damages

Goods are delivered to the site specified by the Client in the order or in the purchase contract (herein the “Destination”). The Supplier arranges carriage to the Destination, during which time the Client covers the costs for packaging and carriage to the destination for the fixed amount of CZK 150 within the Czech Republic. The cost for carriage to customers in the Slovak Republic is EUR 7. Express or courier delivery, possibly delivery requiring special protection (e.g. dry ice) is covered by the Client. All prices are given including VAT.

The Supplier fulfils the duty to deliver the goods to the Client, if it enables it to dispose of the item at the Destination and notifies it of this in advance. If the Supplier is to dispatch the item, it hands the item over to the Client by handing it over to the first carrier for transport to the Client and enables the Client to apply rights based on the carriage contract against the carrier. Handing over of the item to the Client takes effect after sending, at the time the item is handed over to the carrier, ias long as the Supplier clearly and sufficiently identifies the item as a consignment for the Client.

The risk of damages is transferred to the Client by acceptance of the item. The same effect takes place if the Client does not accept the item, even though the Supplier allowed it to dispose of the item. If the Supplier hands over the item to the carrier for transport to the Client at the site specified in the purchase contract, the risk of damages is transferred to the Client when the item is handed over to the carrier at this site, and if a site has not been arranged, at the time the item is handed over to the first carrier for transport to the Destination.

The Client is required to issue confirmation to the Supplier of acceptance of the goods or to confirm their acceptance on the accompanying document, immediately after accepting the goods.

The Supplier reserves the right to realise partial deliveries within the terms of the whole order and to charge for these separately.

The Parties amend Section 2125 of the CC so that damages incurred to the item after transfer of the risk of damage to the item to the Client have no effect on its duty to pay the purchase price.

If the Client delays in accepting the goods, the Supplier is authorised to demand a contractual fine in the value of 0.05% of the value of the goods for each commenced day of delay, without this affecting the Supplier’s right to compensation of damages. If the Client delays in accepting the goods and the Supplier has the goods or is able to otherwise dispose of the goods, it must take measures appropriate to the circumstances to preserve the goods. In such cases, the Supplier is authorised to either store the goods itself or have them stored in the carrier’s warehouse or by a third party, at the Client’s expense and risk. The Supplier is authorised to sell arbitrarily pursuant to Section 2126 of the CC. If the Client delays in accepting the goods, the Supplier is also authorised to withdraw from the purchase contract. Breach of the Client’s obligation to accept the goods is considered serious breach of duties. This does not affect the Supplier’s right to compensation of damages.

Ownership of the goods is transferred to the Client on full payment of the purchase price.

Installation of equipment is not included in the purchase price, unless arranged otherwise, and is charged for separately.

Delivery deadlines given for confirmed orders are only approximate and non-binding. The Supplier is authorised to deliver goods before this deadline or after it elapses, without the Client being able to claim any compensation of damages. Partial deliveries are permitted.

If the goods are not delivered within 8 weeks after the deadline given in the order confirmation, each of the Parties is authorised to withdraw from the Contract without it being entitled to compensation of damages against the other Party. If the Client is entitled to compensation of damages for reasons set out in this article despite this, it hereby surrenders this right. The Supplier is not liable for delays in delivery of the goods caused by a force majeure, unforeseeable malfunctions in transport or carriage or other unexpected events, which cause delays in manufacture and/or acceptance of goods. The Parties consider a force majeure to be particularly all types of coronaviruses and the related measures.

The Supplier reserves the right to withdraw from the purchase contract with the Client if the manufacturer is relieved of the duty to deliver goods to the Supplier by law or on the basis of the contract with the Supplier or on the basis of its business terms and conditions towards the Supplier, or in cases when the manufacturer ceases to supply the ordered goods or introduces a new version of the goods onto the market, or changes the price of the goods substantially (increases it by more than 3%). The Client shall be informed of this situation immediately. In such cases, the Client is not entitled to compensation of damages against the Supplier.

6. Payment Terms

The prices given in the internet shop do not include value added tax. After delivering the goods, the Supplier is required to issue an invoice with the prerequisites of a tax document and send it to the Client. Invoices are due payable within 14 days of delivery, unless specifically arranged otherwise.

The Supplier is authorised to demand payment of the purchase price before delivering the goods or is entitled to send the goods for payment on delivery.

The date of payment is the date the amount corresponding to the purchase price, including value added tax, is credited to the Supplier’s account.

The Supplier is authorised to assign received payments to the Client’s obligations by date of origin. The Client is only authorised to off-set any of its receivables against the Supplier’s receivables with the Supplier’s prior written consent. The Client is only authorised to assign its receivables arising from the purchase contract and in relation to it with the Supplier’s prior written consent. For this purpose e-mail communication shall also be considered communication in writing.

The date of taxable supplies is the date the goods are handed over to the first carrier.

In the event of delay in payment of the invoice, the Supplier is authorised to demand a contractual penalty in the value of 0.05% of the value of the individual purchase contract for each commenced day of delay; the Supplier’s right to compensation of damages remains hereby unaffected.

To eliminate any doubt, it is arranged that no bills of exchange may be used to fulfil a monetary debt.

7. Defects in the Goods

The Supplier provides a quality warranty for the goods, of the duration determined by the manufacturer, from the date of acceptance of the goods.

The Client is required to examine the goods as soon as possible after transfer of the risk of damages to the goods. If the Client finds that the delivered goods have been damaged during transport, it is required to note this fact on the delivery or carriage bill during acceptance of the goods.

Claims made against the quantity of delivered goods and other evident defects must be applied by the Client in writing, within 3 business days from the date of acceptance of the goods, to the e-mail address: prodej@axonlab.cz. For this purpose, e-mail communication shall also be considered communication in writing.

In the event of a legitimate claim, the Supplier will decide whether it will repair or replace the goods. If performance according to the purchase contract is defective and the defect can be removed, the Client cannot demand a discount on the price if the defect can be removed and the Supplier (a) is prepared to remove such a defect; (b) begins conducting activities leading to removal of the defect without undue delay; (c) duly continues such activities; and (d) duly removes the defect or replaces the subject of performance for a defect-free item within a reasonable time frame. If the Supplier fails to settle the claim within the arranged time or a reasonable time frame, not even after an agreed extension, by repair or replacement, the Client is then entitled to demand a discount on the price or to withdraw from the purchase contract. A new warranty period does not start running on repair or replacement of the goods.

Unless the Parties arrange otherwise, an applied claim has no effect on the duty to pay the purchase price in the full invoiced amount.

Claims for compensation of damages arising from defective goods are limited to the value of the delivered goods, unless the damages were caused by the Supplier intentionally or as a result of its gross negligence. The Supplier is not liable for defects originating as a result of an external event, after transfer of the risk of damages, as a result of normal wear, incorrect use of the goods or incorrect commissioning of the goods, incorrect storage, interference in the goods by the Client or a third party (e.g., unauthorised repairs, modifications). With regard to the fact that the goods are sold on the basis of samples or images of the offered goods, minimal colour variations, or variations in the structure of the used materials compared to the sample or image of the goods shall not be considered defects if the required function of the goods is maintained. Tolerances stipulated in the offer of the goods or on the product (particularly if this concerns results of analyses falling within the range of limits of metering deviations specified by metering methods determined by the manufacturer of the goods, i.e. metering devices or metering sets, used to obtain such a result) and if additional potential reduction of electric output conditional to the physical properties of semi-conductors is less than 5%, shall also not be considered defects. Claims on the basis of liability for defects do not originate as a result of insignificant deviations to the arranged properties, during insignificant restriction of the serviceability of the goods, in the event their natural wear.

The warranty is voided or is not provided at all and does not originate in cases when the Client delays in adherence to the payment terms.

In cases when the Supplier is required to compensate the Client for damages, the damages are covered on the basis of a decision by the Supplier, either in money or by restoring the previous situation.

8. Reservation of Title

The goods remain the Supplier’s property until full payment of the purchase price. The Client is only authorised to alienate, lease or otherwise encumber the goods after full payment of the purchase price.

If, despite this, the goods are sold (in their original or a modified state) to a third party at a time when the full purchase price has not yet been paid, the Client hereby assigns all future receivables for payment of the purchase price from subsequent sale of these goods, to the Supplier for the purpose of securing the Supplier’s claim to payment of the purchase price against the Client within the meaning of section 2040 et seq. of the CC.

The Client is required to inform the Supplier of the corporate name (name) and registered office (residential address) of its customers, and also the value and due date of receivables against these customers, on the basis of the Supplier’s request, at any time.

In the event of assignment and subsequent recovery of assigned receivables by the Supplier, the Client is required to provide the Supplier the required assistance, as much as it is capable of doing. In the event that third parties intervene in regard to the goods with reservation of title, particularly in cases when the goods are confiscated or withheld, the Client shall notify the third party of the Supplier’s title to the goods and shall immediately inform the Supplier of such intervention, so that the Supplier is able to apply its title to the goods. In such cases, the Client is required to immediately assign its potential receivables against third parties, particularly against a party responsible for damages to the goods or against the insurance company, to the Supplier.

9. Final Provisions

All purchase contracts concluded between the Client and the Supplier are governed by these Business Terms and Conditions. In accordance with Section 1751(1) of the CC, any deviating arrangements in the purchase contract have precedence over the wording of these Business Terms and Conditions.

The Client is required to immediately notify the Supplier of any circumstances that could threaten its ability to fulfil obligations arising from its business cooperation with the Supplier, particularly of initiation of insolvency proceedings or of bankruptcy rulings. If the Client fails to fulfil its duty to provide information or provides false or inaccurate data, the Supplier is entitled to withdraw from all contracts. The Supplier is also entitled to withdraw from all purchase contracts if insolvency proceedings are initiated against the Client.

Withdrawal from the purchase contract does not affect the Supplier’s right to a contractual penalty or compensation of damages. If the severable provisions of the purchase contract (including the Business Terms and Conditions) are or become invalid or unenforceable, this has no effect on the validity of the remaining provisions of the purchase contract. In such cases the parties to the purchase contract undertake to conclude an attachment to the purchase contract, within 10 business days from the date a request to do so is made by the other party to the purchase contract, which replaces the severable provisions of the purchase contract that are invalid or unenforceable, with valid and enforceable provisions complying with the economic purpose of such replaced provisions. If any of the provisions of the purchase contract are found to be null and/or void, the impact of this defect on the remaining provisions is judged in accordance with Section 576 of the CC.

In order to avoid any doubt, the Parties explicitly confirm that they are business entities, concluding a purchase contract within the terms of their business activities, which means that the provisions of Section 1793 of the CC (abnormal harm) or Section 1796 of the CC (usury) do not apply to the purchase contract.

The Parties preclude application of the following provisions of the CC to the purchase contract: Section 557 (contra proferentem rule), Sections 1765-1766 (changes to circumstances), Section 1799 and Section1800 (clauses in standard form contracts), Section 1805(2) (ultra duplum prohibition).

The purchase price may only be paid by cashless payment on the basis of an invoice (tax document or deposit invoice) to the Supplier’s bank account given on the invoice.

The Parties do not wish any rights or duties to be inferred in excess of the framework of the explicit provisions of the purchase contract, from current or future practice established between the Parties or practice established in general or in branches concerning the subject of performance of the purchase contract, unless explicitly arranged otherwise in the purchase contract. in addition to the above, the Parties confirm that they are not aware of any business practice previously established between them.

These Business Terms and Conditions came into force on 1 June 2022.