include all circumstances preventing the delivery of the Goods that the Seller is not at fault for, including, without limitation, traffic breakdowns, complications with transport of Goods from the manufacturer, strikes and lock-outs. 6.8. If the Goods are delivered within 30 (thirty) days from the day on which the Goods were supposed to be delivered under the Seller’s confirmation of the Order or under the Purchase Agreement, the Goods are considered to be delivered on time and such delivery does not qualify as breach of the Purchase Agreement. The Buyer will have no claims against the Seller arising out of such delivery. 6.9. The Seller will not be responsible of any kind of delay in transit. The Seller accepts no liability and the Buyer has not right to cancel the Order if delivery is delayed beyond the estimated time unless the Seller has specifically agreed in writing to deliver on a particular date. 7. PASSING OF TITLE TO GOODS AND RISK OF DAMAGE TO GOODS 7.1. If the Seller is obliged to hand over the goods to a carrier, the risk of damage to the Goods passes to the Buyer upon receipt of the Goods by the first career. If, at the time of execution of the Purchase Agreement, the Goods are already being transported, the risk of damage to the Goods passes to the Buyer upon receipt of the Goods by the first carrier (i.e. retroactively). 7.2. If the parties agreed that the Goods will be handed over in the Seller’s warehouse, the risk of damage to the Goods passes to the Buyer upon accepting the Goods from the Seller, or, if the Buyer fails to accept the Goods on time, at the moment when the Goods should have been accepted. 7.3. Damage to the Goods which occurred after the risk of damage to the Goods passed to the Buyer has no impact on the Buyer’s obligations to pay the purchase price of theGoods and theSeller’s obligation to deliver the Goods duly and on time. 7.4. The title to the Goods passes to the Buyer upon the Buyer paying the entire purchase price of the Goods. 7.5. If the purchase price is fully paid by the Buyer, the title passes as follows: If the Seller is obliged to hand over the Goods to a carrier, the title to the Goods passes to the Buyer upon the handover of the Goods to the first carrier. If the Goods are being transported at the moment of execution of the Purchase Agreement, the title to the Goods passes to the Buyer upon the execution of the Purchase Agreement. If handover of the Goods in the Seller’s warehouse was agreed, the title to the Goods passes to the Buyer upon the Buyer accepting the Goods from the Seller. 7.6. Until the title passes the Goods shall be stored separately from any other goods and the Buyer shall not interfere with any identification mark, labels batch numbers or serial numbers of Goods. 8. PROPERTIES OF GOODS, RELATED DOCUMENTS AND USE OF GOODS 8.1. Whenusingorotherwisedealingwith theGoods, the Buyer is obliged to adhere to all requirements set forth by generally applicable legislation, by documents provided by the Seller together with the Goods (technical manuals) and by instructions and information stated on the packaging of the Goods and in documents accompanying the Goods. When using or otherwise dealingwith theGoods, theBuyer is obliged to act reasonably and take into consideration all information provided on the packaging and in documents accompanying the Goods. 8.2. Information provided in documents accompanying the Goods and on the packaging reflects the Seller’s current knowledge and experience and is based on the assumption that the Goods will be used properly under standard conditions and in compliance with the Seller’s recommendations. 8.3. The Seller hereby expressly reserves the right to change the technical parameters of the Goods. 9. DEFECT LIABILITY 9.1. Rights and obligations of the parties concerning the Buyer’s rights in respect of the Goods being defective, including any warranty granted by the Seller, will be governed by generally applicable legislation, unless provided otherwise.
9.2. The Buyer is obliged to inspect the Goods with due care as soon as possible after the risk of damage to the Goods passes to the Buyer. 9.3. The parties have agreed that, unless provided otherwise by generally applicable legislation, the Seller will only be liable for breach of its obligations if the Seller is at fault for such breach. Expiry date stated on the packaging has no effects on any warranty granted by the Seller. 9.4. The Seller will not be held liable for defects, if, among other things, the Goods were not used in compliance with instructions provided in documents accompanying the Goods or defects were caused by force majeure or by misconduct of the Buyer or a third party. 9.5. If the Goods have defects, the Buyer’s defect liability claims will be satisfied by the following remedies used in the following order: delivery of the missing Goods, removal of defects of the Goods, delivery of substitute Goods to replace the defective Goods, reasonable discount on the purchase price. No Goods may be returned to the Seller without prior consent. Goods are returned at the Buyer’s cost and risk. Custom made goods are not returnable. 10. COMPLAINTS 10.1. The Buyer’s rights arising out of the Seller’s liability for defective Goods shall be asserted in writing at the Seller’s registered office (hereinafter the „Complaint“). 10.2. IftheGoodsweredelivered inadifferentquantity, quality or specification than agreed in the Purchase Agreement, the Buyer will file a Complaint with the Seller immediately however not later than within 3 working days after receipt or acceptance of such Goods. If the Compliant specified above is not filed within 3 working days after receipt or acceptance of such Goods, the Goods will be deemed to be duly delivered. Together with the written Compliant, the Buyer will provide the Seller with documents supporting the Complaint, such as relevant delivery notices. 10.3. Filing a Complaint does not relieve the Buyer from its obligation to pay the purchase price of the Goods or to meet other obligations owed to the Seller. Sec. 2108 of the Civil Code will not apply. 10.4. The Buyer has the right to be reimbursed for all necessary costs spent in direct connection with a successfully filed Complaint, however, only if such Complaint was accepted by the Seller as justified. 11. LIABILITY 11.1. Liability for damage caused to the Buyer will be governed by generally applicable legislation, unless provided otherwise. 11.2. The prerequisite of a successful damage claim is an immediate notification of the Seller that damage has occurred or that damage may occur. 11.3. The Seller shall reimburse the Buyer for only such damage that has been incurred by the Buyer due to a breach of the Seller‘s duties under the Purchase Agreement at the Seller‘s fault. If the Buyer sustains damage in connection with the Seller’s liability for defective Goods, the parties have agreed to limit such liability up to the actual purchase price paid by the Buyer for Goods under the Purchase Agreement; the above limitation does not apply if such damage was caused intentionally by the Seller or as a result of the Seller’s recklessness. The liability of the Seller shall in no event to extend to consequential or indirect loss or damage, loss to third parties or loss of profits. 11.4. The parties acknowledge that due to all circumstances under which the Purchase Agreement is being entered into, the maximum total foreseeable amount of damage including lost profits which the Buyer could sustain in connection to the Seller’s liability for defects, equals the purchase price actually paid by the Buyer for the purchase of Goods under the Purchase Agreement. 12. INFORMATION PROVIDED BY SELLER ON SALE OF GOODS 12.1. In direct connection with the sale of Goods, the Seller may provide the Buyer with non-binding informative recommendations on the Goods and their possible use. Unless agreed otherwise in writing, these recommendations are not binding with respect to the properties of the Goods and the
possible use of the Goods by the Buyer, and do not create any contractual relationship between the Buyer and the Seller with regard to the provision of such information. 13. OTHER RIGHTS AND OBLIGATIONS OF PARTIES 13.1. If the parties agreed that payment of the purchase price shall be secured, the Buyer will, at the agreed time or sufficiently in advance before the agreed delivery of the Goods, provide the Seller with documents proving that such security exists. If the Buyer fails to submit such documents, the Seller may suspend delivery of the Goods until the documents are provided. If the Buyer fails to secure the payment of the purchase price within an additional period of time granted by the Seller, the Seller may withdraw from the Agreement. 13.2. The Seller may use the Buyer’s business name or name for marketing purposes, e.g. as a reference, and in all its promotional materials (regardless of the form of such promotional materials or the manner in which they are disseminated). 13.3. The Buyer agrees to receive information concerning the Goods, other information concerning the Seller’s services and business activities and other commercial communications to the Buyer’s e-mail address. 13.4. Copyright, trademarks or other intellectual property rights of any product manufactured by the Seller or any design, illustration or drawing produced by the Seller remains the sole property of the Seller unless expressly agreed in writing by the Seller. 13.5. The Buyer hereby assumes the risk of change in circumstances under Sec. 1765 (2) of the Civil Code. 13.6. A Party who breaches its obligations arising out of the Purchase Agreement (including the Terms and Conditions), or a party, who, considering all circumstances, should know that it will breach its obligations under the Purchase Agreement (including the Terms and Conditions), is obliged to inform the other party what kind of obstacle prevents it from meeting its obligations and what consequences it will have. The notification will be made without undue delay after the breaching party learns of the obstacle or should have learnt about the obstacle if it proceeded with due care. 13.7. The Buyer may not assign, unilaterally set off or pledge any amount receivable from the Seller on the basis of any Purchase Agreement. 14. FINAL PROVISIONS 14.1. The parties hereby agree that their relationship will be governed by Czech law and that the application of the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded. 14.2. The legal relationship established by this Agreement will be governed by, among other regulations, the Civil Code, with the following exceptions: 14.2.1. The use of established business practices under Sec. 558 (2) of the Civil Code is hereby excluded; 14.2.2. Application of Sec. 1748, Sec. 1799, Sec. 1800 and Sec. 2119 (1) of the Civil Code is hereby excluded. 14.2.3. Application of any terms and conditions of the Buyer is hereby excluded. 14.3. Provision of these Terms and Conditions which are or will become invalid or ineffective will be replaced by valid and effective provisions whose economic purpose will be as close as possible to the economic purpose of the original provisions. The validity and effects of all other provisions remain unaffected. 14.4. Any disputes arising from this Terms and Conditions or from any Purchase Agreement between the Seller and the Buyer will be resolved by the courts of the Czech Republic of competent subject-matter jurisdiction and of territorial jurisdiction according to the registered office of the Seller as of the date of the initiation of the legal proceedings.
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