BUSINESS TERMS AND CONDITIONS

FOR GOODS DELIVERY of AZUB BIKE s.r.o

I. Introductory Provisions

These Business Terms and Conditions (hereinafter referred to as the “Terms”) are an integral part of all contracts for the supply of recumbent bicycles, tricycles and their accessories manufactured or supplied under the trademark of AZUB bike s.r.o., registered office: Bajovec 2761, 688 01 Uherský Brod, business ID number: 016 61 116, registered in the Commercial Register maintained by the Regional Court in Brno, file ref. C 78912 (hereinafter referred to as the “Supplier”, “Goods” and “Contract”) to any other contracting party (hereinafter referred to as the “Customer”) and regulate the contracting parties’ mutual rights and obligations in accordance with the provisions of Section 1751(1) of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the “Civil Code”).
These Terms shall become binding on the Customer and the Supplier either upon their signature or upon the Customer’s acceptance of them via the website azub.eu when placing the Order or by any other form of acceptance by the Customer, whichever is earlier.
These Terms apply to all current and future Contracts concluded between the Supplier and the Customer.
These Terms are part of all Contracts concluded between the Supplier and the Customer, in particular purchase contracts, work contracts and unnamed contracts within the meaning of Section 1746(2) of the Civil Code, as well as framework contracts.
These Terms shall apply in the Supplier’s relations with Customers who are entrepreneurs or consumers.
Deviating provisions in the Contract shall prevail over the wording of these Terms. If the Supplier and the Customer agree other provisions in the Contract that deviate from these Terms, the deviating provisions of the Contract shall apply only to the extent to which they differ from these Terms, and the provisions of these Terms shall apply to the remainder. Any deviating provisions of the Contract must be agreed in writing, otherwise they shall be disregarded.
Changes and modifications, as well as any terms and conditions of the Customer that deviate from these Terms shall only be considered binding on the Supplier if they are expressly confirmed by the Supplier.

II. Conclusion of Contract

All Contracts between the Supplier and Customers must be in writing.
The Customer may request Goods from the Supplier either via the e-shop at azub.eu oror by written request sent via the contact details listed at the e-shop website www.azub.eu (hereinafter referred to as the “Order”).
The Order must contain, in particular, the delivery and billing address, contact telephone number and e-mail address, in the case of business Customers the business ID number and tax (VAT) ID number, if any, the specifications of the Goods requested, the number of units of Goods and the method of transport.
Prior to the conclusion of the Contract, the Supplier may require the Customer to specify the Order or the Goods requested.
By placing the Order, a Customer that is a consumer confirms that the Supplier has duly fulfilled the information obligation towards him/her within the meaning of Sections 1811, 1820 and 1826 of the Civil Code to the extent that they apply to the relevant Contract.

In addition, the Supplier further states to a Customer that is a consumer that:

the cost of remote communication means does not differ from the basic rate (in the case of internet and telephone connections, all rates and costs are charged according to the terms and conditions of the Customer’s operator, the Supplier does not charge any additional fees, this does not apply to contractual transport, card payment fees, customs fees, etc., depending on the destination for delivery of the Goods);
it may require payment of the Price and Costs before acceptance of the Goods from the Supplier;
it does not enter into Contracts with a Customer that is a consumer the subject of which is repeated performance, i.e. the subject of the Contracts that the Supplier enters into with a Customer that is a consumer is always only individual Orders;
the Prices of the Goods are quoted on the Supplier’s website inclusive and exclusive of VAT, including any statutory charges, but the cost of delivery of the Goods will vary according to the method and provider of delivery chosen and the method of payment of the Price for the Goods; and
the content of electronic communications between the Supplier and the Customer shall be stored in the Supplier’s electronic archive and may be consulted by the Customer on request.

The Customer is obliged to inform the Supplier without undue delay if it requires any changes to the Order or the Goods requested, no later than when the Contract is concluded.
The Supplier will confirm the Customer’s Order in writing (“Order Confirmation”). The Supplier is not obliged to confirm the Customer’s Order.
Unless a written Contract in a single document is executed between the contracting parties, the Contract shall be concluded by delivery of the Customer’s written acceptance of the Order Confirmation to the Supplier (“Acceptance”). The preceding sentence shall not apply if the Acceptance contains additions, reservations, limitations or other changes (including defining the contents of the Order Confirmation in other words) and such action by the Customer shall be deemed a new Order. Acceptance of the Order Confirmation with any addition or deviation is excluded in advance. The contents of the Contract shall be governed by the contents of the Order Confirmation, and in the event of a conflict between the Order Confirmation and the Order, the Order Confirmation shall prevail. The Contract shall at all times be deemed to have been duly concluded between the contracting parties as set out in the Order Confirmation if the Customer pays the Price and/or accepts the Goods in accordance with the Order Confirmation.
The Order Confirmation shall contain, in particular, the details of the Customer and the Supplier, the date of preparation of the Order Confirmation and the expected date of delivery of the Goods, the specification and Price of the Goods and their parts and accessories and the specification of the Costs. In the case of a Customer that is an entrepreneur, the Order Confirmation shall also include the recommended retail price and any discounts.
The Supplier reserves the right to change the terms of delivery of the Goods agreed in the Contract during the performance of the Contract, depending on the availability of the Goods and the Supplier’s production capacity. The Supplier has the right to make changes to the Goods agreed in the Contract as a result of technical developments and progress. The Supplier is entitled to replace individual components of the Goods agreed in the Contract with similar components of equal or higher quality and useful value.
In the event that, for any reason, it is not possible to deliver the Goods agreed in the Contract and if in such case it is only possible to replace such Goods with Goods and/or parts thereof of a lower quality, the Supplier shall propose alternative performance to the Customer. In such a case, the Order will be executed by alternative performance only if both contracting parties agree to the alternative performance. In the event that the Customer does not agree to the delivery of alternative performance, the contracting parties undertake to return performance already provided.
In the event that the Contract is concluded with a Customer that is a consumer, either remotely or outside the Supplier’s business premises, the Customer shall have the right to withdraw from the Contract within fourteen (14) days of the Acceptance of the Order Confirmation without giving any reason (hereinafter referred to as the “Right of Withdrawal”). For the purpose of exercising the Right of Withdrawal, the Customer must inform AZUB bike s.r.o., registered office: Bajovec 2761, 688 01 Uherský Brod, tel.: XXXXX, e-mail address: XXXXX, of its withdrawal from the Contract in the form of a unilateral legal action (e.g. by letter sent via postal service provider, fax or e-mail). The Customer may use the model withdrawal form published at the website azub.eu to exercise the Right of Withdrawal, but is not obliged to do so. The Customer may exercise the Right of Withdrawal by completing and submitting to the Supplier the withdrawal form at the website www.azub.eu or any other unambiguous similar statement. In order to comply with the withdrawal deadline, it is sufficient to send the withdrawal from the Contract before the expiry of the relevant deadline.
The Customer shall not have the Right of Withdrawal from the Contract pursuant to Article II(12) of these Terms in the event that the Goods are customised according to the Customer’s wishes and/or for the Customer’s person within the meaning of Section 1837(d) of the Civil Code. The Parties acknowledge that all recumbent bicycles and tricycles supplied under the Supplier’s trademark are always customised according to the Customer’s wishes or for his/her person within the meaning of Section 1837 (d) of the Civil Code and the Customer does not have the Right of Withdrawal from the Contract in these cases under Article II(12) of these Terms. The Right of Withdrawal can also not be exercised in the cases provided for by law.
If a Customer that is a consumer legitimately exercises the Right of Withdrawal, the Supplier shall refund to the Customer all payments received by the Supplier under such Contract without undue delay after the exercise of the Right of Withdrawal. For refunds, the Supplier shall use the same means of payment used by the Customer to execute the initial transaction, unless the Customer specifies otherwise in the exercise of the Right of Withdrawal or the contracting parties agree otherwise.

III. Delivery Terms

The method of delivery of the Goods is part of each Order and is always specified in the Order Confirmation.
Unless otherwise specified in the Contract or these Terms, the Supplier shall deliver the Goods to the Customer in accordance with the following INCOTERMS 2020 delivery terms:

DDP in the case of delivery to the United States of America; and
DAP in the case of delivery to another country within the European Union, provided that the Price does not include customs duty (delivery of the Goods within the European Union is not subject to customs duty). Delivery to a Customer that is a consumer takes place under the conditions of the special one-stop-shop VAT scheme; and
DAP in the case of delivery to other countries.

Unless otherwise agreed in the Contract or specified in these Terms, the Customer is obliged to ensure the clearance of the Goods for import in the country of delivery, including customs formalities. The Customer shall inform the Supplier in a timely and proper manner of the amount and due date of customs duties and taxes on import of the Goods, if they are payable by the Supplier under the Contract or these Terms.

IV. Price and Payment Terms

If the price of the Goods is not agreed in the Contract, it shall be governed by the Supplier’s prices published at the website azub.eu that are valid at the time of conclusion of the Contract (hereinafter referred to as the “Price”).
Prices published at the website azub.eu in EUR are prices for deliveries of Goods with a place of delivery in the European Union and include:

a cost of up to EUR 100 for the carriage of one recumbent bicycle or tricycle, including accessories, which fits into one transport box; and
the relevant VAT.

Unless otherwise agreed in the Contract, in the case of delivery of Goods with a place of delivery in the European Union to a Customer that is registered for VAT (has a valid VAT registration), the amount corresponding to the VAT rate applicable in the Czech Republic will be deducted from the Price according to Article IV(2) of these Terms and this amount will be indicated as a discount on the Price in the Order Confirmation.
Prices published at the website azub.eu in USD are prices for deliveries of Goods with a place of delivery in the United States of America and include the cost of shipping one recumbent bicycle or tricycle, including accessories, in one transport box and customs duty, up to a total of USD 200. These Prices do not include VAT or sales tax on delivery to the United States of America.
Unless otherwise agreed in the Contract, in the case of delivery of Goods with a place of delivery outside the European Union and the United States of America, the Prices published at the website azub.eu are set in EUR, where in such case these Prices include a cost of up to EUR 100 for the transport of one recumbent bicycle or tricycle, including accessories, that fits into one transport box and do not include customs duty, VAT or other taxes on importation of the Goods.
The Supplier shall be entitled to unilaterally change the Price of the Goods by publishing the change at the website azub.eu, where any such change shall be effective for Contracts concluded after the publication thereof, unless otherwise agreed in the Contract.
Unless otherwise agreed in the Contract, the Prices published at the website azub.eu do not include modifications to recumbent bicycles or tricycles and other modifications to the Goods made at the Customer’s request.
Unless otherwise agreed in the Contract and unless the contracting parties have agreed on a discount on the Price, such discount shall not apply to the cost of transportation of the Goods included in the Price.
The Customer shall pay to the Supplier all costs, including taxes and charges, associated with the delivery of the Goods to the Customer that are not expressly included in the Price (hereinafter referred to as the “Costs”).
Unless otherwise agreed in the Contract or specified in these Terms, the Customer shall pay the Supplier, in particular, the following Costs:

the cost of transporting accessories for a recumbent bicycle or tricycle that will not fit in the same transport box;
for deliveries with a place of delivery outside the European Union, the cost of transporting the battery;
the costs of transporting the Goods in excess of the maximum amount of transportation costs expressly included in the Price;
customs duties and taxes not expressly included in the Price; and
a fee of 1% of the amount paid in the case of payment by payment card and any other bank charges associated with the payment on the Customer’s part.

The Customer shall pay the Price, Costs and other payments in connection with the delivery of the Goods on the basis of a tax document issued by the Supplier (hereinafter referred to as the “Invoice”). The method and date of payment of the Price will always be specified in the Order Confirmation. Unless otherwise agreed in the Contract, the Invoice shall be payable before delivery of Goods.
Payment of the Price means crediting the amount to the bank account indicated on the Invoice or receiving the amount in cash.
All payments by the Customer to the Supplier shall be made at the Customer’s expense and risk.
Unless otherwise agreed in the Contract, the Supplier is entitled to send the Invoice to the Customer electronically. In this case, the Supplier will generate the Invoice in PDF format and send it via e-mail from its e-mail address to the Customer’s e-mail address. The Customer receives and opens the Invoice sent in PDF format via his/her e-mail address using a suitable computer program (e.g. Adobe Acrobat Reader) and prints it as he/she wishes so that its content remains unchanged. The Invoice sent in the above form shall be deemed to have been received on the date of receipt at the Customer’s e-mail address. The Supplier will not change the content or format of the Invoice after the Invoice has been sent and the Customer will not change the format of the Invoice after receipt of the Invoice. Both Parties shall take all measures necessary to comply with all legal provisions governing the archiving of tax documents. Both Parties also declare that the authenticity of the origin of the Invoice, the integrity of its contents and its legibility are preserved by the procedure under this paragraph. Despite the facts stated in this paragraph, the Supplier is obliged, if the Customer so requests, to provide the Customer with the Invoice in paper form.
Unless otherwise agreed in the Contract, the Invoice shall be paid as follows:

in case of delivery of the Goods by courier with payment to an account – the Customer shall pay the Invoice into the bank account specified in the Invoice, in which case the Goods shall be delivered after the payment of the Invoice is credited to such bank account;
In the case the Goods are delivered by courier with payment by payment card – the Customer shall pay the Invoice by payment card via the online link to the payment gateway provided by the Supplier, in which case the Goods shall be delivered after acceptance of payment by payment card;
if delivery of the Goods by courier cash on delivery is agreed in the Contract – the Customer shall pay the Invoice to the courier upon receipt of the Goods;
if delivery of the Goods by personal collection of the Goods at the Supplier’s registered office is agreed in the Contract – the Customer shall pay the Invoice upon receipt of the Goods at the Supplier’s registered office.

The Supplier shall be entitled to require advance payments for its performance. Payment for the Goods may be made as a payment of the entire Invoice in advance on the basis of a call for payment from the Supplier, or on the basis of an advance payment, where part of the Invoice is paid upon the conclusion of the Contract and the balance of the Invoice is paid upon receipt of the Goods, or the entire Invoice is paid in full upon receipt of the Goods.
Unless otherwise agreed in the Contract, the Price and Costs agreed in a currency other than Czech koruna are agreed with respect to the exchange rate announced by the Czech National Bank (CNB) on the date of conclusion of the Contract, and if the current exchange rate announced by the CNB on the date of the Invoice differs by more than 5%, the Supplier has the right to recalculate the invoiced amount in accordance with the current CNB exchange rate.
If the Customer is in default with any payment under these Terms and/or the Contract, the Supplier shall be entitled to suspend any further deliveries of Goods until the relevant payment is made by the Customer. In such a case, the Supplier shall not be in default of its obligations under these Terms or the Contract.
In the event of delay by the Customer making any payment under these Terms or the Contract, the Supplier shall be entitled to a contractual penalty of 0.05% of the amount due for each day of delay. If the delay exceeds thirty (30) days, the Supplier shall be entitled to withdraw from the Contract.

V. Acquisition of Title and Transfer of Risk of Damage to Goods

Title to the Goods shall pass from the Supplier to the Customer only upon full payment of the Price of the Goods. Unless otherwise agreed in the Contract, the Customer shall not alienate or encumber the Goods with a third-party right without the Supplier’s prior written consent until the ownership of the Goods has been acquired. In the event that the Customer disposes of the Goods to a third party before the Customer acquires title to them, the Customer shall, at the Supplier’s request, assign to the Supplier all rights under the disposal of the Goods against the third party and notify the third party of such assignment.
The risk of damage to the Goods shall pass from the Supplier to the Customer upon delivery of the Goods to the Customer. If the Customer is in default in taking delivery of the Goods, the Customer shall bear the risk of damage to the Goods.

VI. Warranty and Liability for Defects

The Supplier shall deliver to the Customer, no later than together with the Goods manufactured by the Supplier, instructions for the assembly, maintenance and use of the Goods (hereinafter referred to as the “Instructions”). The Customer is obliged to read and follow the Instructions before using the Goods.
The Supplier shall provide a quality warranty for the Goods manufactured by the Supplier for the duration and under the conditions set out in the Instructions (hereinafter referred to as the “Supplier’s Warranty”). The Supplier’s warranty period shall commence on the date of delivery of the Goods to the Customer and/or, where the Customer is purchasing the Goods for resale to its end customer (hereinafter referred to as an “End Customer”), on the date of delivery of the Goods to the End Customer. Unless otherwise stated in the Instructions or the Contract, the warranty period for the frame, steering and seat components is two (2) years.
Unless otherwise stated in the Contract or the Instructions, the Supplier is not liable for defects in the Goods and the Supplier’s Warranty does not apply to defects in the Goods in the following cases:

to defects unrelated to defective materials used in the manufacture of the Goods and to defects unrelated to the manufacture of the Goods;
to Goods that are owned at the time of the defect claim by a person who is not the Customer or the first End Customer who owns the Goods (e.g. in the case of used or resold Goods);
to Goods modified in violation of the Instructions;
to defects caused by normal wear and tear, improper assembly, modification or repair, or any use and handling of the Goods (including, for example, damage caused by accidents, jumping and other activities for which the AZUB Goods are not intended), inadequate care and maintenance, overloading or failure to follow the guidelines in the Instructions, or in any other manner contrary to the Instructions or the purpose for which the Goods are to be used;
to defects caused by external events such as temperature, chemical or mechanical damage, if this occurred after the risk of damage to the Goods passed to the Customer;
to defects caused by improper storage, handling, etc. by the Customer or any other person/entity except the Supplier;
to defects caused by excessive use of the Goods for business purposes;
to defects caused other than by the Supplier.

In the event that the Goods supplied include items, parts or accessories that are not manufactured by the Supplier, the warranty for them is provided by their manufacturer and not by the Supplier. In this case, the Supplier undertakes to provide the Customer with all documentation relating to such items, including warranty certificates, provided that the Supplier has them available.
The Customer’s right under defective performance is based only on such defect in the Goods as the Goods have at the time of the transfer of the risk of damage to the Goods to the Customer, and in the case of the Supplier’s Warranty only such defect in the Goods as occurs during the warranty period.
The Customer shall carefully inspect the Goods, all parts and accessories thereof and all documents delivered with the Goods, without undue delay, but not later than three (3) days after the date of delivery of the Goods to the Customer (hereinafter referred to as the “Inspection”).
The Customer must conduct an Inspection in such a way as to identify any defects that can be detected by the exercise of professional care (hereinafter referred to as “Evident Defects”). Evident Defects must be claimed in writing to the Supplier within ten (10) days of the date of delivery of the Goods to the Customer.
Any defects in the Goods not specified in Article VI(7) of these Terms must be submitted in writing to the Supplier without undue delay after they could have been discovered by the exercise of professional care, but no later than before the expiry of the relevant warranty period for defects covered by the Supplier’s Warranty and no later than two (2) years after delivery of the Goods to the Customer for other defects.
Together with a written claim, the Customer is obliged to provide the Supplier with a detailed description of a defect, the Invoice for the Goods complained about, proof of delivery of the Goods and the Goods complained about. The Costs of transport of the Goods complained about shall be borne by the Customer.
In the event that the Purchaser fails to carry out an Inspection or fails to claim a defect from the Customer in a proper and timely manner, the Supplier shall not be obliged to accept any claims due to defects.
The Supplier undertakes, at its option, to remedy any defects in the Goods for which it is liable or to supply new Goods or a new part or accessory. If this is not possible, the Customer has the right to demand a reasonable discount.

VII. Special Rules for Resale of Goods

A Customer that is an entrepreneur is entitled to resell the Goods only in accordance with their purpose.
A Customer that is an entrepreneur is obliged, in the case of resale of the Goods, to ensure the sale and customer service for the Goods only through professional staff who have been duly trained, and to always properly acquaint the End Customer with the Instructions, the manner of use of the Goods, the terms of the Supplier’s liability for the Goods and the terms of the Supplier’s liability for damages under the Contract and these Terms.
A Customer that is an entrepreneur is entitled to resell the Goods to End Customers – consumers or businesses. The Customer is not entitled to sell the Goods for the purpose of resale.
Upon resale of the Goods, a Customer that is an entrepreneur acknowledges that the Supplier shall not be liable for any defects or any damages incurred by the Customer or any third parties, including consumers, if such defects or damages arise as a result of any third-party interference with the Goods in contravention of the Instructions, these Terms and/or the Contract.
The Supplier shall provide a Customer that is an entrepreneur with all reasonably required cooperation in connection with the assembly, maintenance and use of such Goods upon resale of the Goods.
The Supplier shall not be liable for any detriment, damage or lost profit in the resale of the Goods to a Customer that is an entrepreneur, if it arises as a result of a breach of the Customer’s obligations under these Terms and/or the Contract. In the event of resale of the Goods, the Supplier and the Customer expressly exclude the Supplier’s joint and several liability for damage caused by a defect in the Goods to any third parties, in cases where the damage caused by a defect in the Goods is due to any breach of the Customer’s obligations under the Contract and/or these Terms. In such case, the Customer undertakes to compensate for any damage in full itself.
In the event of resale of the Goods where the Supplier would be jointly and severally liable with the Customer for damage caused by a defect in the Goods under generally binding legal regulations, in particular Section 2939 et seq. of the Civil Code, and the Supplier would pay such damages, the Customer undertakes to reimburse the Supplier 50% of the amount of damages that the Supplier would pay.
In the event of resale of the Goods, the Customer undertakes to provide the Supplier with all cooperation in the event that any claim for damages is made against the Supplier.
A Customer that is an entrepreneur is obliged to maintain confidentiality about all confidential information, the Contract and facts ascertained in connection with the Contract. This includes, in particular, information that is a trade secret of the parties. Such information may not be disclosed or made available to any third party without the prior written consent of the party whose trade secret is involved.
The Supplier’s trade secrets include, in particular, information about the Supplier’s prices and quotations and information about the Goods and all information from which it is possible to ascertain, even indirectly, the Supplier’s business strategy and policy, technical and manufacturing processes and other facts that constitute the Supplier’s intellectual property and know-how.

VIII. Liability for Detriment

The parties undertake to take all measures available to them to prevent damage (both pecuniary and non-pecuniary) and to keep any damage to a minimum.
The Supplier shall not be liable for any damages, whether actual damage or lost profit, and for any non-pecuniary damages suffered by the Customer or any third party as a consequence of a breach of their obligations.
The Supplier shall not be liable for any actual damage or lost profit or for any non-pecuniary damages suffered by the Customer or any third party as a consequence of the improper handling of the Goods in breach of the Contract or the Instructions.
The Supplier shall not be liable for any actual damage or lost profit or for any non-pecuniary damages suffered by the Customer or any third party as a consequence of the use of the Goods for business purposes or in any case where the End Customer is an entrepreneur and purchases the Goods in the course of its business.
The contracting parties agree that the Supplier shall not be liable for any damage caused to the Customer in the performance of the Contract exceeding an amount corresponding to the Price of the Goods delivered, but no more than CZK 1,000,000. This provision does not apply to a Customer that is a consumer.
The Supplier shall not be liable to the Customer for non-pecuniary damage. This provision does not apply to a Customer that is a consumer.
The Supplier shall not be liable for damage arising from circumstances or causes that it could not reasonably be expected to have influenced or if it proves that it could not have prevented the damage even if it had made all possible efforts that could reasonably have been required of it.
The Supplier shall not be liable for any indirect or consequential damages (including lost profits) suffered by the Customer or any third party arising in connection with the performance of the Contract, regardless of how such damages were caused.
Damage to property caused by a defect in the Goods for which the Supplier is liable shall be paid only in an amount exceeding an amount calculated from EUR 500 at the exchange market rate announced by the CNB on the day on which the damage occurred; if this day is not known, then on the day on which the damage was ascertained.
The Supplier shall not be liable for damage caused by defects in the Goods, in the cases provided by law and also if:

the damage was caused by the injured party or by a party for whose act the injured party is liable;
the Supplier did not place the product on the market or did not manufacture it;
it is reasonable to assume, taking into account all the circumstances, that the defect in the Goods did not exist at the time the Goods were delivered to the Customer or that it occurred later;
the Goods were mainly used for business purposes;
the damage was caused to the Customer or to any third party, if it is an entrepreneur;
the defect in the product is a consequence of compliance with those provisions of legal regulations that are binding on the Supplier; or
the state of scientific and technical knowledge at the time the Goods were placed on the market did not make it possible to detect the defect.

IX. Delivery

Unless otherwise agreed in the Contract, delivery shall be deemed to have been made in accordance with these Terms by handing a consignment to the other contracting party in person or by sending the consignment by post to the address of the registered office of the other contracting party listed in the Commercial Register or similar records.
A consignment is deemed to have been duly delivered:

if it is delivered in person, at the moment of acknowledgement of receipt of the consignment by the addressee, and if the addressee refuses to accept the consignment, at the moment of refusal to accept it; or
if it is sent using a postal or transportation service provider, then on the third (3rd) business day after sending, but if it was sent to an address in another country, then on the fifteenth (15th) business day after sending.

The delivery status of Goods can always be monitored via the carrier’s website.
The contracting parties agree that communication between the Parties in connection with the delivery of the Goods may be via the Internet (e-mails).
If the Customer provides the Supplier with fax numbers, telephone numbers or e-mail addresses to which consignments are to be sent, the Supplier shall assume that these contact details are sufficient, secure and confidential with regard to protection of the Customer’s interests.

X. Personal Data Protection

The Customer agrees that the Supplier may process the Customer’s personal data, including the Customer’s electronic contact details and the electronic contact details of the Customer’s employees, provided by the Customer for the purpose of performance of the Contract, as provided for by applicable law.
Unless otherwise agreed in the Contract, the Customer agrees to receive the Supplier’s commercial communications, advertising and information materials. The Customer consents to the use of its electronic contact details and/or the electronic contact details of its employees to send general information about the Goods, offers of the Goods or similar documents that could be considered commercial communications. Neither the Supplier nor the Customer shall incur any obligation or liability as a result of the provision of such information, offers or similar documents.

XI. Amendments to Terms

The Supplier is entitled to unilaterally amend these Terms in their entirety. However, any such amendment to the Terms must be notified without undue delay in an appropriate manner to a Customer whose Contract has not yet terminated, e.g. in a personal meeting or by e-mail. Acceptance of an amendment to the Terms by the Customer will occur as follows:

a confirmation from the Customer indicating consent to the amendment to the Terms; or
by handing over the Customer’s Order to the Supplier after communicating or sending the new Terms to the Customer (“tacit acceptance”).

The Customer shall have the right to refuse amendments to the Terms pursuant to this article, provided that if the Contract is terminated by either contracting party for this reason the notice period shall be one (1) month, commencing on the first day of the calendar month immediately following the calendar month in which the notice is delivered to the other contracting party; otherwise the original Terms shall apply.

XII. Final Provisions

These Terms, as well as the contractual relationship between the Supplier and the Customer, are governed by Czech law, in particular the Civil Code. Any disputes shall be decided by the competent general court of the Czech Republic, locally competent in accordance with the Supplier’s registered office. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) to the Contract and these Terms is excluded.
Any disputes between the Supplier and a Customer that is a consumer may also be settled out of court. In this case, the Customer may contact the out-of-court dispute resolution entity, which is, for example, the Czech Trade Inspection Authority, or resolve the dispute online via the dedicated ODR platform at the website https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home.chooseLanguage.
For the purposes of these Terms and the Contract, an exchange of e-mails or other electronic messages shall be deemed to be written form, unless otherwise agreed in these Terms or the Contract.
None of the Customer’s rights or duties under these Terms or the Contract may be assigned or transferred without the Supplier’s prior written consent.
Assignment of these Terms or the Contract without the Supplier’s prior written consent is excluded
The Customer is not entitled to unilaterally set off its claim against the Supplier’s claims without the Supplier’s prior written consent.
Changes or modifications to the Contract and its termination shall be in writing.
These Terms and concluded Contracts contain a full stipulation of the subject matter of the Contract and of all the particulars that the parties had and intended to stipulate in the Contract and which they consider important for the binding nature of the Contract. No statement made by the parties during the negotiation of the Contract or any statement made after the conclusion of the Contract shall be construed contrary to any express provision of these Terms and the Contract and shall not create any obligation on the part of the contracting parties.
In the event that any provision of the Terms or the Contract is or becomes invalid, ineffective or unenforceable, the validity, effectiveness and enforceability of the remaining provisions of the Terms and the Contract shall not be affected. The contracting parties shall cooperate with each other to ensure that an invalid, ineffective or unenforceable provision is replaced by a provision that preserves, to the greatest extent possible, the spirit and purpose intended by the invalid, ineffective or unenforceable provision. The same applies in the case of a contractual gap.
The Customer declares that these Terms do not contain any provisions that he/she/it could not reasonably expect and expressly accepts these Terms in their entirety.
The Customer declares that he/she/it is not unreasonably disadvantaged by the conclusion of the Contract or by these Terms, in particular that the performance values of the Supplier and the Customer correspond to each other.
The Customer expressly acknowledges that the provisions of these Terms and the Contract are the result of negotiations and that each contracting party has had the opportunity to influence their content. The contracting parties agree to exclude the application of the provisions of the Civil Code to contracts of adhesion.
The parties do not wish, beyond the express provisions of these Terms or the Contract, for any rights and duties to be inferred from past or future practice established between the parties or customary practices generally or in the industry relating to the subject matter of performance, unless otherwise expressly agreed in the Contract. In addition to the foregoing, the parties confirm that they are not aware of any previously established different business customs or practices between them.
The parties have disclosed to each other all factual and legal circumstances of which they knew or ought to have known at the date of conclusion of these Terms or the Contract and that are relevant in relation to their conclusion. Apart from the assurances given by the parties to each other in these Terms and/or the Contract, neither party shall have any further rights or duties in respect of any facts which come to light and about which the other party did not provide information at the time of negotiation. The exception will be cases where the party in question intentionally misled the other party as to their subject matter.
If the Customer is a consumer, the provisions of these Terms deviating from the provisions of the Civil Code for consumer protection shall not apply.
The Customer hereby expressly agrees to these Terms and declares that he/she/it has fully acquainted himself/herself/itself with their contents and that these Terms are binding on the Customer and form an integral part of any Contract concluded between the Supplier and the Customer.