General Terms and Conditions

1.1. These General Terms and Conditions (hereinafter referred to as the “GTC”) regulate certain issues of the contractual relationship between AYES s.r.o., with its registered office at Plynární 1617/10, 170 00 Prague 7, ID No.: 098 43 850, registered in the Commercial Register maintained by the Municipal Court in Prague, File No. C 343402 (hereinafter referred to as the “Company”), and the customer (hereinafter referred to as the “Customer”) and form its supplementary part.

1.2. If the Company issues a price quotation and the Customer accepts it by sending an order, the contract between the parties shall be deemed concluded as the price quotation together with the order (hereinafter referred to as the “Contract”).

1.3. The conditions set out in the price quotation and the order shall always prevail over the provisions of these GTC. These GTC shall apply only as supplementary provisions in matters not expressly governed by the price quotation or order.

1.4. These GTC are available at www.ayes.cz. The contractual parties may amend or exclude individual provisions of these GTC only by direct written agreement in the Contract itself. For the purposes of these GTC, written form shall also include ordinary electronic mail.

1.5. Legal relations not regulated by the Contract, individual orders, or these GTC shall be governed by the relevant provisions of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the “Civil Code”).

1.6. The Customer’s terms and conditions shall be ineffective and inapplicable to contractual relations established by the Contract, unless expressly agreed otherwise by the parties in the Contract or quotation.

2.1. Depending on the scope and form of individual transactions, the following types of contracts may be concluded:

1. contracts concluded based on a telephone order
2. contracts concluded based on a confirmed written order
3. written contracts

2.2. Contract concluded based on a telephone order
Goods not exceeding the value of CZK 20,000 may be ordered by the Customer by telephone without sending a written order to the Company. In such case, the Contract is concluded at the moment the invoice issued by the Company is delivered to the Customer based on the telephone order.

2.3. Contract concluded based on a confirmed written order
The Contract shall be deemed concluded at the moment the Customer receives electronic confirmation of the order from the Company. This order confirmation represents the standard written form of concluding the Contract. If the Company makes a written offer to the Customer outside the standard procedure, the Contract shall be deemed concluded at the moment the Company receives the Customer’s written acceptance of such offer. If the Company sets a deadline for acceptance of the offer, the Contract shall be deemed concluded if the Customer sends the Company written acceptance of the offer within that deadline, provided such acceptance is received by the Company no later than one week after the deadline has expired.

2.4. Written contract
In the case of selected transactions, a standard written contract is concluded. A written contract is concluded only when the parties agree to do so. A framework contract may also be concluded, which governs the mutual rights and obligations of the Parties in the case of repeated deliveries of goods under conditions agreed once. Individual deliveries are made on the basis of confirmed orders under the conditions set forth in the framework contract.

2.5. If the law of the country of origin of the offered or delivered goods or their parts requires the issuance of an export or re-export license, the validity of any offer, order or contract, as well as the subsequent delivery of goods, shall be subject to the issuance of such license. Until the issuance of the said license, the Company shall not be in default of performance of the delivery.

3.1. Unless otherwise agreed in writing between the Parties, the place and conditions of delivery are DAP according to INCOTERMS 2020 issued by the International Chamber of Commerce in Paris.

3.2. Storage – if the Customer fails to take delivery of the ordered goods on the agreed date, the Company shall charge the Customer for storage costs in the amount of the actual storage expenses incurred after the agreed date of receipt. If the storage lasts longer than 20 working days, the Company will charge storage fees in advance after the end of each calendar month. If the Contract stipulates advance payment and the ordered goods cannot be dispatched to the Customer due to non-payment, this shall be considered storage due to reasons on the Customer’s side within the meaning of the preceding text, including the consequences stated therein.

4.1. The Company is obliged to deliver the goods within the period agreed in the order confirmation or in the written Contract.

4.2. If the delivery period is set in days, weeks, or months, it begins from the later of the following events:

a) signature of the Contract or receipt of the acceptance of the offer by the Company; or

b) confirmation of the order by the Company; or

c) completion of all necessary official formalities (e.g., export license) and receipt of all necessary permits and guarantees by the Company; or

d) receipt of clarified technical specifications by the Company, if their subsequent submission was agreed; or

e) receipt of the agreed advance payment by the Customer; or

f) receipt of necessary components or samples by the Company, if their delivery was agreed.

4.3. If the delivery date is specified as a specific date in the Contract and the Customer is in default with the fulfilment of an obligation set forth in the Contract or GTC, the delivery date is extended by the same number of working days as the Customer’s default.

4.4. If one of the cases under Article 10 GTC (Force Majeure) occurs, or if delivery is delayed due to reasons on the Customer’s side, the delivery period shall be extended accordingly. This also applies if the cause of the delay arises after the delivery period agreed in the Contract has expired.

4.5. If the Company does not deliver within the delivery period set forth in the Contract (or under Article 4.3 of the GTC) and does not deliver even within 30 calendar days after the agreed delivery period, the Customer shall set the Company a reasonable additional delivery period of not less than 60 calendar days. If this new deadline is not met by the Company for reasons attributable to it, the Customer has the right to withdraw from the Contract with respect to the delivery in default.

4.6. Due to non-compliance with the delivery period, the Customer has no other rights or claims than those expressly stated in this Article 4 of the GTC.

4.7. If the Customer is in default with taking delivery of the goods and the Company has the goods in its possession, the Company shall arrange storage of the goods at the Customer’s expense and risk. At the Customer’s request, the Company must insure the stored goods at the Customer’s expense. The Company is entitled to retain the goods until the Customer pays the costs incurred. The Customer is obliged to comply with the payment conditions under the Contract as if the delivery had taken place.

5.1. Unless expressly agreed otherwise, all prices are exclusive of VAT, packing, storage, transportation, duties, insurance, and other similar charges.

5.2. Unless otherwise agreed in the Contract, the Customer shall pay the Company the price as follows: 100% of the price within 14 calendar days from the date of conclusion of the Contract / order confirmation.

5.3. Other payments than for delivery of goods or services (storage, waiting times, etc.) are due within the period specified therein, but at least 7 calendar days from the date of invoice issuance.

6.1. The Company remains the owner of the goods until full payment according to the Contract conditions.

6.2. The Customer must properly maintain the delivered goods at his own expense during the period of the Company’s ownership rights and keep them insured against loss, theft, damage, and destruction due to any possible events. The Customer is not entitled to transfer ownership rights to the goods to a third party or otherwise encumber the goods until full payment of the price.

6.3. The holder of all intellectual property rights (such as copyright, patents, inventions, utility and industrial designs, trademarks, etc.) related in any way to the delivery remains the Company and/or its suppliers or other third parties. The Customer is entitled to use the subject of the delivery only for his own needs. The transfer of any intangible rights must be explicitly agreed in writing. The Customer is not entitled to further trade, publish, copy, imitate, modify, interfere with, or combine with other works, inventions, or patents items protected by intellectual property rights (e.g., software, patents, industrial designs, etc.). An exception is minor interventions, modifications, and copies made by the Customer exclusively for his internal needs and necessary for proper use of the delivery. The Customer undertakes to comply with all license and similar agreements relating to the delivery, communicated by the Company or provided as part of the delivery documents.

6.4. If the Company provides the Customer with materials protected by any intellectual property right to secure delivery, it guarantees that the provision or use of such materials will not infringe third-party rights.

6.5. The Customer undertakes, to the extent of his liability under paragraphs 6.3 and 6.4 of the GTC, to settle directly legitimate third-party claims and compensate the Company for damage if it arises as a result of infringement of intangible rights of the Company or third parties.

6.6. The Company shall not be liable for infringement of third-party intellectual property rights to the delivery if:
a) caused for any reason on the part of the Customer, or
b) resulting from such use of the delivery that the Company could not have foreseen.

7.1. The delivery is inspected and tested for its functionality according to the Company’s internal regulations before handover to the Customer.

7.2. The parties shall agree in the Contract whether the delivery will be tested and commissioned by the Company or another qualified person. Commissioning means acceptance of the shipment.

8.1. Unless otherwise stated in the offer, the warranty period is 12 months from the date of delivery of the goods to the Customer. The warranty period starts from the date of delivery of the goods at the place of performance. The warranty period does not include the time during which the Customer cannot use the goods due to defects.

8.2. The Customer may assert rights under this Article only if he immediately notifies the Company in writing of all defects detected and provides it with the opportunity to inspect the goods concerned and remedy such defects.

8.3. From the moment replacement goods are delivered or defective goods repaired, a new warranty period specified in paragraph 8.1 of the GTC begins for the newly delivered or repaired goods. If the Customer does not take delivery of the new goods, the warranty period starts from the date the Customer is notified that the goods are ready for dispatch.

8.4. The Company’s liability for defects does not arise if they were caused after the risk of damage to the delivery passed by external events and were not caused by the Company or persons through whom the Company performed the delivery. The warranty does not apply in particular to damage caused by:

a) unauthorized intervention,

b) improper storage,

c) incorrect external connection,

d) effects of electrical quantities of inadmissible size,

e) improper installation or incorrect adjustment, or

f)incorrect operation.

8.5. The warranty also does not cover other defects resulting from causes beyond the Company’s responsibility; in particular, defects where it cannot be proven that they were caused by use of poor-quality material, faulty design, incomplete processing (i.e., defects caused by normal wear and tear, improper maintenance, failure to comply with operating regulations, excessive stress, use of unsuitable operating means, chemical and electrolytic influences, construction and installation works not performed by the Company, etc.).

8.6. In the case of free repair or replacement of accessories or spare parts of the device during the warranty period, the buyer shall bear the costs of transport of the relevant part or accessory to the Company.

8.7. If it is proven that the defect or damage is caused by poor quality of parts or spare accessories, the repair or replacement during the warranty period shall be free of charge and the Company shall bear the costs of transport to the Customer.

8.8. If, however, the defect or damage is not caused by poor quality of parts and spare accessories, the buyer shall bear all repair costs and transport costs.

8.9. In the case of repair of the equipment, its accessories, or replacement of spare parts by a Company’s technician at the place of installation of the equipment or delivery site, the service intervention is charged according to the usual service price list if it is proven that it is a defect or damage not covered by the warranty.

8.10. The Customer is not entitled to claim rights for defects if he did not take the necessary measures to prevent the defect from worsening or further defects or damages after detecting the defect, or if he did not allow the Company to remedy the defect.

9.1. If the Customer is in default with payment of the delivery price, he is obliged to pay the Company a contractual penalty of 0.05% per day of the outstanding amount. The Company is also entitled in this case to withhold or suspend delivery of goods and/or services until payment of the delivery concerned.

9.2. Payment of the contractual penalty by the Customer does not affect the Company’s right to compensation for damages.

9.3. Contractual penalties are due within 7 calendar days from the date of delivery of a written justified request to the respective Contracting Party.

9.4. The Company shall not be liable to the Customer for breach of its obligations if caused by delay or other breach of obligations by its suppliers.

9.5. The Customer shall not be entitled to compensation for damages that did not occur to the delivered goods itself, nor for damages resulting from production downtime, especially loss of profit, etc. These limitations do not apply if the Company caused the damage entirely intentionally, or if such limitation would conflict with mandatory provisions of the Civil Code.

10.1. The Parties shall not be liable for total or partial non-performance of any of their obligations if such non-performance is due to circumstances such as flood, fire, earthquake, and other natural events, as well as epidemics, pandemics, war or acts of war, and other similar events, provided that it cannot reasonably be assumed that the obliged Party would overcome such obstacle or its consequences, nor that at the time of its contractual obligation (i.e., at the time of conclusion of the Contract) it could have foreseen the occurrence of the above obstacle, provided this circumstance arose independently of the will of the Party, did not arise from the Party’s personal circumstances, did not occur when the Party was already in default with performance, and it is not also a circumstance that the Party was obliged to overcome under the Contract (case of force majeure).

10.2. The Party for whom the fulfilment of the obligation has become impossible due to a force majeure event must notify the other Party thereof in writing without delay, no later than 7 calendar days after the above event occurred, and likewise must notify the other Party in writing within 7 calendar days after the force majeure event ceases.

10.3. If the force majeure obstacle lasts no longer than 3 calendar months, the Parties are obliged to perform their obligations under the Contract, with the performance deadlines being extended by the duration of the force majeure. If the force majeure obstacle lasts for the duration of the Contract longer than 3 calendar months, either Party has the right to withdraw from the Contract. In cases of force majeure, the provisions of Sections 2006 to 2008 of the Civil Code shall not apply.

10.4. Circumstances that arose only at the time when the obliged Party was already in default with performance of its obligations or circumstances arising from its economic situation are not recognized as force majeure circumstances.

11.1. The Customer is entitled to withdraw from the Contract only in the cases specified in the Contract, the GTC, and in the following cases:

a) The Company is more than 90 calendar days in default with delivery of goods or with commissioning of the goods or training of the Customer’s personnel, provided that the said obligations were not fulfilled even after notification of the Company and after setting an additional reasonable deadline, which must not be shorter than 60 calendar days.

b) The Company fails to remedy defects in the goods that render them unusable for the purpose arising from the Contract within 60 calendar days from the agreed deadline, provided that the defective condition was not remedied even after notification of the Company and after setting an additional reasonable deadline, which must not be shorter than 30 calendar days.

c) The Company repeatedly breaches other provisions of the Contract or these GTC. Repeated breach means a situation where the Company has already breached the Contract or GTC in the past, has been notified of this defective condition, and did not remedy the defective condition within an additional reasonable period set by the Customer, which must not be shorter than 30 calendar days.

11.2. In addition to the statutory reasons for withdrawal from the Contract, the Company may also withdraw from the concluded Contract in the cases specified in the Contract, GTC, and the following cases:

a) The Customer is more than 30 calendar days in default with payment of its due monetary obligations under the Contract, and the Parties expressly agreed to exclude the application of Section 2133 of the Civil Code.
b) The Customer becomes insolvent, bankrupt, or the Company could reasonably believe that such situation may arise imminently, especially in the case of commencement of insolvency proceedings or similar proceedings under the Customer’s jurisdiction.
c) The Customer breaches the provisions of paragraph 6.2 of the GTC by transferring the goods to a third party before full payment of the purchase price.
d) The Customer repeatedly breaches other provisions of the Contract or the GTC. Repeated breach means a situation where the Customer has already breached the Contract or GTC in the past and has been notified of this defective condition.
e) The Customer does not allow the Company to install the goods within 30 calendar days from the delivery of the goods to the Customer.
f) The Customer is in default with the fulfilment of an obligation under the Contract or GTC and does not remedy the default even within an additional reasonable period set by the Company.

11.3. Withdrawal from the Contract may be made by ordinary electronic mail or by registered letter sent to the registered office of the respective Party. If the written withdrawal is not actually delivered to the respective Party even after 10 calendar days from its dispatch, it shall be deemed duly delivered upon expiry of the tenth calendar day from its dispatch. In the event of withdrawal, the Parties shall return to each other the performance provided so far within 30 calendar days, taking into account possible wear and tear of the goods and the period of their use, and the amount to be refunded by the Company to the Customer shall be reduced by such value. The Parties shall not return any contractual penalties or damages already paid. The Customer is then obliged, within 30 calendar days from the effectiveness of the withdrawal, to return the goods already received; if already installed, the Customer must allow the Company to access the premises where the goods are located, enable it to handle the goods, and provide cooperation including conditions for dismantling and transport of the goods to the Company’s registered office or other place designated by the Company, all at the expense of the Party that caused the withdrawal.

12.1. The Customer agrees that all information to which it gains access, or information and facts communicated in writing, electronically, or orally by the Company or its employees, members of statutory bodies, agents, or external advisors (hereinafter “Representatives”) in connection with the Contract during negotiations or after its conclusion, shall be considered confidential (“Confidential Information”).

12.2. The Customer undertakes to maintain confidentiality about all Confidential Information. The Customer acknowledges that some of the Confidential Information is also the subject of trade secrets protected under the Civil Code.

12.3. The Customer may disclose Confidential Information to third parties outside its employees only with the prior written consent of the Company. The Customer must oblige such persons to confidentiality at least to the same extent as itself. The Customer shall be liable for breaches of such obligations by third parties as if committed by itself.

12.4. Confidential Information does not include information that:
a) was public and freely available at the time of disclosure;
b) becomes public and freely available after disclosure (unless caused by a breach of the Customer’s obligations);
c) was demonstrably known to the Customer prior to disclosure;
d) the Company declares in writing is no longer confidential;
e) must be disclosed pursuant to generally binding legal regulations or decisions of public authorities, provided that the Customer notifies the Company thereof without undue delay.

12.5. The confidentiality obligation continues even after termination of the Contract.

12.6. For each breach of obligations under this Article, the Customer shall pay the Company a contractual penalty of CZK 250,000.

13.1. The Contract and all related legal relationships are governed by the laws of the Czech Republic, excluding conflict-of-law rules of private international law and the Vienna Convention on the International Sale of Goods. All disputes arising out of the Contract which cannot be resolved amicably shall be decided by the competent general courts of the Czech Republic.

13.2. If any provision of the Contract or the GTC becomes invalid, void, unlawful, or unenforceable, this shall not affect the validity, effectiveness, or enforceability of the remaining provisions. The Parties undertake to replace such invalid, void, unlawful, or unenforceable provision with a valid, lawful, and enforceable provision that best achieves the original commercial intent of the Parties.

In Prague on 24.4. 2023
On behalf of AYES s.r.o.
Tomáš Vravko
Director