TERMS AND CONDITIONS
PROFIcomms s.r.o.
1. Fundamental Provisions
1.1. These Terms and Conditions (hereinafter the “Terms and Conditions”) apply to supplier-client relations in the area of sale of goods (i.e. hardware, software, consumable and ancillary materials, spare parts) and provision of services (hereinafter the “Goods” or “Services”) involving PROFIcomms s.r.o. (hereinafter the “Seller”) and its business partners (hereinafter the ”Customer”) arising from or in connection with contracts made in the online shop (hereinafter the “Online Shop”) or on the basis of written orders placed by the Customer by mail or e-mail.
1.2. Seller’s details:
PROFIcomms s.r.o.
Olomoucká 1273/91, 627 00 Brno, Czech Republic
ID No.: 47911263
TAX ID No.: CZ47911263
Bank details: ČSOB Brno, Veveří 111, Czech Republic
Bank account number for payments in EUR: 178650860/0300, IBAN: CZ5103000000000178650860, SWIFT: CEKOCZPP
Bank account number for payments in USD: 178650959/0300, IBAN: CZ9403000000000178650959, SWIFT: CEKOCZPP
1.3. These Terms and Conditions apply to all business contracts made by PROFIcomms s.r.o. from the date of their publication (on the Seller’s website www.proficomms.cz or www.proficomms.eu); the previous Terms and Conditions cease to be valid, and these Terms and Conditions replace any oral agreements between the Customer and the Seller as well as any ad-hoc terms and conditions specified in the order confirmation, correspondence, or elsewhere, or any terms and conditions implied by trade usage, established business practices or conduct.
1.4. These Terms and Conditions qualify as terms and conditions under Section 1751 of Act No. 89/2012, the Civil Code, as amended. Unless provided for otherwise by the respective contract, the Terms and Conditions apply to relations between PROFIcomms s.r.o. (hereinafter the “Seller”) and its business partners (hereinafter the ”Customer”) regardless of the nature of the specific agreement or contract.
1.5. The Customer shall notify the Seller of all changes in its business details (registered office, shipping and billing address, legal personality, VAT registration etc.), and assumes all risks arising from the fact that data that are no longer valid are used in business relations with the Seller.
1.6. When registering on the website and placing orders, Customers shall provide accurate and true details. Customers shall update the details in their Customer Accounts whenever they change. The Seller considers the details provided by the Customer when registering or placing an order to be accurate.
1.7. The description of the Goods and their technical specification may vary in time; the Seller may update and modify such information, and is not liable for any errors in the description and technical specifications.
1.8. The Customer shall update the details related to authorized representatives and their authority. If the Seller fails to be notified of a change and the Goods are received by a person that no longer has the authority to do so, the Customer is fully liable for any risks, i.e. the Customer shall pay the price for the Goods in full and the Goods are deemed to be supplied and bought by the Customer.
1.9. The list of authorized representatives and their authority is incorporated into the Business Cooperation Agreement or the Purchase Agreement.
2. Placing Orders and Execution of Contracts
2.1. Business contracts are made by the parties by written orders placed by the Customer by mail, e-mail or through the Online Shop at www.proficomms.cz, (or www.proficomms.eu), as specified below. Unless specified otherwise in writing, the Terms and Conditions apply to the contracts between the Seller and the Customer. The respective provisions hereof apply until the rights and obligations between the Parties have been settled in full.
2.2. Orders that are not placed through the Online Shop at www.proficomms.cz (or www.proficomms.eu) must include the following details:
· business name and registered office of the Customer, including the phone and e-mail;
· ID No. and VAT No. if VAT-registered; otherwise, it must be clearly indicated that the Customer is not VAT-registered;
· product code which clearly identifies the Goods or Services (a numerical code assigned to product type as listed in the Seller’s price list or catalogue), and more detailed written description;
· the ordered quantity of Goods or extent of Services, shipping method and shipping address;
· first name and surname of the Customer’s representative authorized to purchase the Goods including phone and e-mail details;
· the person authorized to accept the Goods or Services;
· the number of the Seller’s quotation involving the ordered Goods.
2.3. The Parties have agreed that electronic communication is equal to the written form, and is binding to the same extent.
2.4. The Customer will send e-mail orders to the following e-mail address: order@proficomms.cz
2.5. The Customer will receive an order confirmation by e-mail within 2 business days after the Seller receives the order, and shall duly check all details. If the Customer fails to give notice of any error on the order confirmation within 2 days of the receipt, the Customer is deemed to agree with the delivery of the Goods and provision of Services as specified in the order confirmation without any qualifications. Any subsequent changes of the order may be subject to a penalty.
2.6. If the Seller is unable to meet any of the requirements in the Customer’s order, the Seller will send to the Customer an offer with available options, and request the Customer’s response.
2.7. All modifications of the Customer’s requirements with respect to the details on an order confirmation must be discussed by the Seller and the Customer without undue delay after identifying the discrepancy. If any discrepancies are identified later or any modifications of the order confirmation are requested, this will be considered a new request for quotation unless the discrepancy is caused by the Seller.
2.8. If the Customer fails to accept the Goods, cancels the order or requests an order modification, even in part, or otherwise prevents the Seller from fulfilling the order, the Customer shall pay to the Seller a contractual penalty of up to 50% of the purchase price as determined by the Seller; the contractual penalty must be paid within 14 days of the Seller’s written notice. Such contractual penalty cannot be credited against the damages.
2.9. If higher amounts or specific conditions of performance are involved, or any of the Parties makes such a request, the Parties may enter into a special contract involving such performance and make a reference hereto.
2.10. Electronic orders
2.10.1. The use of the electronic order system (the Online Shop) available at www.proficomms.cz (or www.proficomms.eu) qualifies as an electronic order. To place the order, the Customer shall fill in the order form in the Online Shop.
2.10.2. Customer Account: After the Customer registers on the website and the Seller approves the registration, the Customer may access its customer interface (hereinafter the “Customer Account”). Upon approval of the registration, the Customer will be able to access its prices. The Customer may use the Customer Account to place orders for Goods.
2.10.2.1. The access to the Customer Account is protected by a user name and a password. Customers shall not disclose any information required to log into the Customer Account. The Customer shall not enable third parties to use the Customer Account.
2.10.2.2. The Seller may deactivate a Customer Account in situations including, without limitation, non-use of the Customer Account by the Customer for more than 24 months or violation of the Customer’s obligations under the Purchase Agreement (including the Terms and Conditions).
2.10.2.3. The Customer understands that the Customer Account and the Online Shop may not be accessible at all times, for example due to necessary maintenance of the software and hardware of the Seller or of third parties.
2.10.3. The order form contains the following details:
- details about the Customer such as its business name and details of the Customer’s representative such as first name and surname, address, phone number and e-mail;
- the Goods ordered (use the “Add to basket” icon to select the goods in the Online Shop) and the quantity;
- the Price payment method - pro-forma invoice or invoice (under a Business Cooperation Agreement in place);
- the shipping method - transportation arranged by the Customer, or request for a transportation quotation;
- if requested by the Customer in the order, the details of the shipping costs will be provided by means of a separate quotation sent by the Seller to the specified e-mail;
2.10.4. Before placing an order, the Customer may check and modify the details entered in the order form, and identify and correct any errors made when entering the data in the order form.
2.10.5. Any order placed by the Customer in the Online Shop is exclusive of the shipping costs.
2.10.6. Electronic orders are deemed to be binding on the Customer the moment they are placed. By placing the order, an offer for a contract to be made with the Seller is made. The Customer shall check whether the pre-filled details are accurate, true and complete. The Customer is fully liable for any inaccurate, false and incomplete details.
2.10.7. The Parties have agreed that an electronic order and order confirmation are equal to the written form thereof, and are binding to the same extent.
2.10.8. The Purchase Agreement is made by distance means through the Online Shop; the Customer bears any costs related to the use of distance communication means. The contract is executed the moment the Customer receives from the Seller the confirmation of the execution of the contract based on the respective order as foreseen by these Terms and Conditions; i.e. an order confirmation by the Seller (e.g. to the Customer’s e-mail address specified in the Customer Account or the order). The execution of the contract may be rejected if the maximum quantity is exceeded or the Price is manifestly incorrect. The confirmation e-mail will also include an order summary and reference to the Terms and Conditions. The order confirmation is sent by the Seller once both Parties agree on the shipping arrangements.
2.10.9. The Customer will receive by e-mail an Order Proposal and once checked and processed by the Seller, including the Shipping Conditions, will receive an electronic Order Confirmation. By means of the Order Confirmation, the Seller confirms the type, price and quantity that it agrees to deliver to the Customer. By sending the Order Confirmation, a contract binding on both Parties is executed.
2.11. The Seller may request that the Customer provide further details related to the order (in writing or by phone).
2.12. If the Seller fails to confirm the order by e-mail within 2 business days, the Customer shall contact the Seller (by e-mail or phone) to make sure whether the order has been received. The Seller is not liable for any delay in delivery of the Goods resulting from an Order Proposal.
3. Price and Payment Terms
3.1. The prices in the Seller’s pricelists on the Seller’s website as well as any information provided orally or by phone are only informative in nature and not legally enforceable. The Seller reserves the right to change any technical parametres, or prices, without prior written notice.
3.2. The price for the Goods is available on the Online Shop interface and will also be specified in the order form. In case of any conflicts, the price in the order form will prevail. Any information on shipping costs of the Goods will be dealt with separately at the option of the Customer. Any discounts off the Price of the Goods are mutually exclusive. The total price listed in the Online Shop is exclusive of VAT, and will be specified on any relevant documents in compliance with applicable legislation.
3.3. To specify the Price and the Goods/Services, the Customer may request a binding price quotation (hereinafter the “Quotation”) which is valid for 14 calendar days after its issuance unless stated otherwise.
3.4. Unless expressly provided for otherwise, the price for the Goods/Services does not include any related services. Any requests for related services must be expressly specified in the respective requests for quotation, or order forms.
3.5. If it is not reasonable to insist on the original Price due to circumstances beyond the control of the Seller, the Parties shall agree a new purchase price, which will reasonably account for the circumstances.
3.6. The total Price may be paid by the Customer by wire transfer:
3.6.1. in advance in the case of new customers;
3.6.2. in accordance with the payment terms applicable to existing customers with Business Cooperation Agreements in place;
3.6.3. The payment will be made by wire transfer. The payment details (i.e. the bank account number, payment identifier, or IBAN, BIC (SWIFT) that the Customer shall use when making the payment will be specified in the pro-forma invoice issued to new customers, or in the order confirmation sent to existing customers with Business Cooperation Agreements in place;
3.7. Existing customers shall pay the Total price within 14 days after issuing the invoice for the Goods unless agreed otherwise by agreement. The Total price is deemed to be paid once it has been credited to the Seller’s account.
3.8. The Seller may require that each newly registered customer make an advanced payment under a pro-forma invoice. Any payments for subsequent deliveries of Goods may be made on the basis of an invoice with agreed maturity once the Business Cooperation Agreement has been entered into.
3.9. Payments on the basis of invoices are subject to good payment history of the Customer. The Customer may require that the standard maturity be extended, which may be subject to a fee.
3.10. If payment is to be made in advance, the Seller will ship the Goods to the Customer only once the Total price has been credited to the Seller’s account.
3.11. The invoice will be sent to the Customer by electronic means on the shipping date.
3.12. If the value of the Goods supplied but not paid for exceeds the agreed credit limit, the Seller is not required to supply the Goods even though an order confirmation has been sent to the Customer. The credit limit means the total amount of customer’s unpaid invoices as specified in the Business Cooperation Agreement. Any deliveries in excess of the limit must be paid for in advance.
3.13. The Customer understands that if the invoices fail to be settled on or before the due date, i.e. the date when the respective amount must be credited to the Seller’s account, the Seller may enforce statutory penalties.
3.14. If the Goods ordered with “own transport” or “personal delivery” are not picked up by the shipping company within 3 business days of the agreed date, the Customer will receive a reminder to pick up the Goods. If the Goods fail to be picked up within additional 5 days, the Seller may enforce a contractual penalty from the 6th day - storage costs amounting to 5% of the price of the Goods ordered but not picked up for each day of storing the Goods in the Seller’s warehouse. The contractual penalty must be paid within 14 days after a notice to pay has been given. Such contractual penalty cannot be credited against the damages.
3.15. If the Customer is not able to accept the Goods at a time when the Goods are ready for delivery, and requests a later delivery, the Seller may store the Goods at the Customer’s costs as a paid service until the actual delivery.
3.16. The Seller retains the title to the delivered Goods until the price has been paid in full. This also applies to cases when the Goods are incorporated into a system owned or used by the Customer.
3.17. If the Customer is in default with the payment of the invoices or fails to settle any monetary obligations, the Seller is entitled to default interest of 0.1% of the outstanding amount for each day of default or a part thereof from the original due date to the date of full payment. The default interest may be charged by the Seller to the Customer either as a lump-sum once the debt has been paid or the respective contract has terminated, or in installments as long as the default lasts. The Customer shall pay the default interest within 14 days after the respective invoice has been issued. Such contractual penalty is without prejudice to the Seller’s entitlement to full damages.
3.18. If the Customer fails to pay the Purchase Price on or before the due date, the Seller may, in addition to other available rights and remedies for non-payment:
3.18.1. suspend further deliveries until any overdue payments have been settled;
3.18.2. require advance payment in the case of further deliveries;
3.18.3. suspend the provision of services related to the Goods/Services (e.g. warranty services) and technical support until the debt has been settled in full, including any agreed default interest (penalties), or contractual penalties for late payment;
3.18.4. take the Goods from the Customer and seek damages;
3.18.5. accept alternative performance;
3.18.6. if the Parties fail to reach an agreement within additional time limit of 30 days after the due date of the invoices, the Seller may withdraw from the contract or revoke the order and may seek the payment of all costs and damage incurred by the Seller within 14 days after issuing the respective invoice.
3.19. If the Customer is in default with any of the payments for more than 14 days, the Seller may give the Customer a notice of acceleration (i.e. the Seller may, at its discretion, modify the due dates of all invoices issued by the Seller, and set a new due date) of all outstanding amounts payable by the Customer to the Seller; the acceleration takes effect once the Seller exercises a right and gives a notice thereof, setting a new due date for the Customer to pay all outstanding amounts.
3.20. If the Customer is in default with any of the payments for more than 30 days, the Seller may assign the debts to a third party.
4. Transport and Shipping Terms
4.1. Orders placed by existing customers with Business Cooperation Agreements in place involving goods that are available with no overdue payment registered and the credit, if applicable, not overdrawn, are prepared to be dispatched on the same or following business day. If the order involves Goods that are not in store, the Customer is notified by e-mail of the estimated delivery time; the Customer may consent to partial delivery. The Customer is informed of the estimated delivery times for the Goods that are not in store either by means of a quotation or a note made for the specific item in the Online Shop.
4.2. The delivery times of the Goods are always subject to availability as well as the selected shipping and payment method. Any indication given by the Seller to the Customer of estimated delivery times is not binding, and may differ from the actual delivery time.
4.3. In extraordinary cases where the Seller is not able to deliver the Goods to the Customer, the Seller
- shall inform the Customer of the extension of the delivery time of the Goods, or
- may withdraw from the Agreement by written notice delivered to the Customer’s e-mail.
If the Customer does not agree with the extended delivery time hereunder, the Customer may also withdraw from the contract by written notice delivered to the Seller. Any payment made by the Customer will be refunded to the account from which it was credited, or another account selected in the notice of withdrawal, within 14 days of the receipt of the notice of withdrawal.
4.4. Shipping Methods
4.4.1. The Customer may arrange for shipping through its own shipping company at its expense; in such a case, no shipping costs will be charged. If the Customer requests a quotation for shipping arranged by the Seller, the Customer will receive a quotation for the shipping of the Goods arranged by the Seller; the shipping costs will be specified in the order confirmation.
4.4.2. The Parties may agree on another shipping method.
4.4.3. In exceptional cases, it may be agreed that the Goods will be picked up at the Seller’s warehouse. Unless the person picking up the Goods is listed in the List of Authorized Representatives, which is incorporated into the Business Cooperation Agreement, the person shall establish his or her identity through an identity card and the authorization through a power of attorney. If picking up the Goods in person, the Customer shall check the actual agreement between the order and the delivery note. If the order does not correspond to the delivery note, the Customer shall reject the order as a whole.
4.5. The Seller will meet its obligation to deliver the Goods either upon the acceptance of the Goods by the Customer at the Seller’s pick-up point, or upon handing the Goods over to the first shipper, as agreed. The applicable INCOTERMS 2020 clause: EXW Brno
4.6. Upon taking over the Goods, the Customer shall check their status and the details on the consignment note. If the shipment is damaged or contains other patent defects, the Customer shall draw up a written qualified record on the delivery, or may refuse to accept the shipment. If the details on the consignment note do not correspond with the actual situation, the original packaging or tape has been interfered with, the Customer shall make a note thereof on the consignment note of the shipper, or refuse to accept the shipment as a whole.
4.7. The Customer shall also check the content of the shipment against the attached delivery note/warranty card. If the content of the shipment fails to correspond with the delivery note, the Customer shall notify the Seller thereof without undue delay, and proceed in line with the Seller’s instructions. If no solution is agreed with the Seller, the Customer shall return the entire shipment in original packaging within 2 business days from the receipt from the shipping company to the Seller’s address.
4.8. After taking over the Goods and before commissioning, or before further manipulation with the Goods, the Customer shall check the serial numbers of the Goods against the details listed in the delivery note and warranty card. If any discrepancies are identified, the Customer shall notify the Seller thereof within 2 business days of the delivery of the Goods. The Seller shall arrange for rectification and delivery of an amended delivery note. If the Customer fails to notify the Seller of the discrepancy in time, the conflicting serial numbers may gives rise to dismissal of any complaints that may be later made.
4.9. The conflict between the serial number of the products and the numbers listed on the delivery note does not constitute grounds for complaint or return of the Goods by the Customer.
4.10. The Seller shall send any relevant documents, i.e. a delivery note and a warranty card, or an invoice, together with the Goods. The Customer shall confirm one copy of the delivery note and send it to the Seller within 3 business days of the delivery of the Goods either in writing by mail or as a signed and scanned copy sent by e-mail to: documents@proficomms.cz.
4.11. The right to use the Goods and the risk of damage pass to the Customer upon handover (see 4.5). If the Customer fails to accept the Goods, with the exception of situations under Article 4.3 hereof, the risk of damage passes to the Customer the moment the Customer is able to use the Goods even though the Goods have not been accepted for reasons on part of the Customer.
4.12. If the delivered Goods and the delivery terms fail to correspond with the order, the Customer shall fill in and send a complaint form available on the Seller’s website as soon as practicable, but not later than within 2 business days. The Seller will assign a complaints number to the compliant and send it to the Customer without undue delay; the Customer shall send all undamaged Goods to the Seller together with the assigned number so that it is received at the Seller’s warehouse within 5 business days after the number has been assigned to the complaint. The Seller will determine the remedies for defective goods in accordance with the Civil Code. The Seller shall issue a credit note, without any delay, with respect to any timely returned goods that will not be repaired, as determined by the Seller, if the complaint is deemed to be justified.
4.13. If the Goods are not returned within the time limit under 4.12, the Seller may charge any costs incurred as well as a fee of 10% of the price of the returned Goods, or refuse to accept the Goods.
4.14. If the Goods are returned damaged, the Seller may refuse to accept the Goods, or the amount on the credit note may be reduced to account for any damage, or costs of repair, up to the amount of the price of the Goods.
4.15. In situations when the Seller is obliged to compensate the Customer for any damage related to any of the contracts/orders, the Parties have agreed the Seller will pay the damages in the established amount, but not more than the value of the related order of the Customer placed with the Seller. The Seller may withdraw from the contract at any time without cause.
4.16. By receiving the Goods from the Seller, the Customer grants its express consent with the version of the Terms and Conditions existing on the time of the delivery. The existing version of the Terms and Conditions is available ato www.proficomms.cz (www.proficomms.eu)
4.17. Any other rights and obligations of the Parties that are not covered by these Terms and Conditions, or any sub-contracts that may be entered into, are governed by Act No. 89/2012 Sb., the Civil Code, as amended, and other applicable legislation.
5. Warranty
5.1. The Seller provides warranty for the delivered Goods as specified on the invoice, or another relevant accounting document, as well as on the respective joint Delivery note and warranty card. This documents list serial numbers of the delivered Goods. Software does not qualify as Goods; the Seller only assigns the rights of use to software (see below).
5.2. If the order involves software, the Seller’s warranty only applies to physical readability of the media. Upon removing any protective elements (foils, seals, envelopes etc.), the Customer (i.e. the user) acquires the license to use the software and accepts the terms of the license as provided by the copyright holder, i.e. software manufacturer. Software cannot be returned to the Seller. The Seller is not responsible for correct functionality of software. The extent of the warranty provided by the copyright holder is governed by the terms of the software license, which is part of the product.
5.3. As a rule, the manufacturer defines the standard warranty period, which may vary, but is always specified in the delivery note and warranty card. Individual warranty periods applicable to the Goods offered are specified in the Seller’s quotations and on the Seller’s website.
5.4. For some types of goods, it is possible to purchase an extension of the warranty period or coverage. Special conditions defined by the manufacturer apply to such cases.
5.5. Any conflicting provisions of special warranty terms, or an agreement on warranty extension, prevail over these Terms and Conditions; otherwise, these Terms and Conditions apply.
5.6. Unless the respective contract provides for otherwise, the Seller will not bear the costs of transporting any goods subject to complaint from the Customer to the Seller. If the complaint is found to be justified, the Seller shall bear the costs of transport from the Seller to the Customer.
5.7. If the Goods do not meet the criteria for complaint or are proved to be fully functional by testing, the Customer, who invoked the warranty, will pay a contractual penalty of 3% of the purchase price exclusive of VAT, but not less than EUR 100; the contractual penalty must be paid within 14 days after the respective invoice is issued. If the complaint is not found to be justified, the Customer shall bear the transportation costs.
5.8. The warranty period runs from the date of issuing the delivery note and warranty card. Unless expressly agreed otherwise, the warranty period applicable to the Goods replaced during the warranty period will correspond to the remainder of the original warranty period.
5.9. The period between making a justified complaint until the moment the Customer is required to take over the Goods after repair is not included in the warranty period.
5.10. Only the Seller will decide whether a complaint is justified.
5.11. The warranty does not cover ordinary wear and tear or the following defects: defects for which a discount was granted; defects caused by use or installation in violation of the user manual or use instructions specified herein or implied by general rules; defects caused by failure to comply with maintenance, operation or use instructions; defects caused by incorrect transport and storage, or non-professional or unreasonable use; defects caused be exposure to unfavourable external factors, operation in conditions other than those defined by the manufacturer or the Seller, or unusual conditions, or physical damage; defects caused by non-preventable events (fire, water etc.), weather conditions, lightning or electrical discharge, or consequences of a sudden blackout, or extreme mechanical wear and tear; defects caused by the use of incorrect, defective or unauthorized software. The warranty does not cover any defects caused by the user, computer viruses, installation of software not delivered by the Seller, non-professional installation of the software or any ancillary devices. The warranty further excludes regular maintenance, cleaning and similar procedures defined by the manufacturer in the user manual. The warranty further excludes any wear and tear of any goods where the manufacturer limited the usable life.
5.12. Warranty is not available in the following cases:
· damage to the label specifying the unit and S/N or apparent interference with the unit label (removal, sticking over);
· damage to or destruction of the device as a result of natural disaster or other event of force majeure;
· any unauthorized interference with, repair or alteration of the devices, making a change of the delivered Goods/work, or damaging the warranty sticker, unauthorized interference with the Goods/work by a person that was not expressly authorized by the Seller to do so;
· defects not arising from the Goods;
· expiry of the warranty period.
5.13. The warranty does not apply to malfunction caused by any installed software or software interaction. The Seller is not liable for any losses that the Customer or user may suffer as a result of the breakdown of the device.
5.14. Unless agreed otherwise, in the case of repairs of hardware defects or alterations of the Goods performed after the expiry of the warranty period, or during the warranty period for value (i.e. not covered by the warranty), the warranty period of 3 months applies both to the material provided and work performed. Any services not covered by the warranty are provided by the Seller for consideration subject to contract.
5.15. The procedure applicable to handling complaints is defined in the Complaints Policy available on the Seller’s website.
6. Copyright and Industrial Property Protection
6.1. The Customer does not acquire any rights to the use of the registered trade marks, business name, logo and patents of the Seller or other companies whose products are offered by the Seller unless provided for otherwise below or in a separate agreement.
6.2. The Customer does not acquire any copyright to any software, and is not authorized to interfere with, copy, modify or disseminate the software
6.3. The disclosure of such material by the Seller does not create any licence, trademark, patent, right of use or dissemination of a copyright work, or any other right of intellectual or industrial property.
6.4. After the Goods (products) and Services have been supplied by the Seller, the Buyer may use the logos, texts, images of the products for promotional purposes, to sell the Goods and present its business provided that the Seller is given notice thereof and grants a written consent with the use of such logos, texts and images.
6.5. The Customer understands that the Seller may prohibit that the Seller’s logo or product images be used; such a prohibition becomes effective from the date a written notice thereof is received (even by e-mail). If the Customer fails to refrain from such an activity, the Customer shall pay to the Seller a penalty of EUR 100 for each day of unauthorized use of the Seller’s logo; the contractual penalty must be paid within 10 days after issuing the respective invoice. The Customer understands that the Seller’s logo is protected under applicable provisions of the Copyright Act.
6.6. If this obligation is breached, the Customer agrees to compensate the Seller for any damage suffered as a result of such conduct in addition to the payment of the contractual penalty.
6.7. If the Seller provides the Customer with any material or information that the Customer knows or reasonably believes to be confidential, the Customer shall:
- refrain from using such material or information or permit such material or information to be used for other than the intended purpose; and
- keep all such material and information secret and confidential; and
- refrain from disclosing such material or information to persons other than the company’s management or employees who are engaged in the production of goods or provision of services for the purposes of which the material or information was provided, or to its subcontractors provided that such disclosure is necessary to execute an order by the Customer.
6.8. This does not apply to technical information that the Customer knows or that is freely available at the time of receipt or that entered the public domain other than by the Customer’s fault.
6.9. The above provision applies to all background materials exchanged by the Parties. Neither of the Parties may, without written consent of the other party, show such background documents to third parties, copy, disseminate, alter or modify them.
6.10. If given a written notice by the Seller, the Customer shall return all background materials received to the respective address or send them to such address by mail.
7. Dispute Resolution
7.1. The execution and performance of the contract/order as well as the Terms and Conditions are governed by the laws and regulations of the Czech Republic including, without limitation the Civil Code (Act No. 89/2012 Sb., as amended). The contract/order and the Terms and Conditions will be interpreted accordingly.
7.2. If there is any dispute or disagreement between the Parties in connection with or arising from the contract, and it will not be possible to settle the dispute amicably, the Customer and the Seller have agreed on the following procedure:
7.2.1. Negotiations: If the directors or officers fail to settle the dispute at the meeting, all disputes arising from or in connection with contracts/orders will be finally resolved by the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic in accordance with the Rules of the Arbitration Court by one arbitrator appointed by the President of the Arbitration Court; the venue will be in Brno.
7.2.2. If either of Parties disagrees with the first-instance arbitration award, such Party may apply for its review by an arbitration panel within 15 days of the service thereof.
7.3. The costs of the arbitration proceedings are borne by the Parties in proportion to their participation in the case and in the proceedings; if it is not possible to ascertain such a proportion, they are paid on equal basis. The non-prevailing party shall reimburse the prevailing party for the costs of the arbitration proceedings (including the review proceedings).
8. Final Provisions
The Customer hereby accepts the risk of material adverse change.
8.1. The Seller reserves the right to modify the Terms and Conditions to account for any amendments of applicable legislation, or changes in its business strategy. The Seller shall give a prior notice of such an amendment and its effective date; the amendments apply to all business contracts made after the effective date of the amendment (notice is given by publishing the Terms and Conditions on the website of PROFIcomms s.r.o., i.e. www.proficomms.cz (or www.proficomms.eu), About Company, Terms and Conditions); accordingly, the Customer shall check the website of PROFIcomms s.r.o. before each order. The notice may also be given by the Seller by e-mail with reference to the respective website.
8.2. The Customer agrees to prevent third parties from accessing the electronic information provided by the Seller on the basis of the assigned passwords. The Customer agrees to pay a contractual penalty of EUR 1000 for each such breach; in addition, the Customer will be prevented from accessing electronic information of PROFIcomms s.r.o. The contractual penalty must be paid within 14 days after a notice to pay has been given.
8.3. In accordance with Act No. 480/2004 Sb., the Customer grants consent to receiving occasional marketing and business notices by e-mail to an e-mail address of the authorized representative of the Customer.
8.4. If the Customer provides the Seller with any personal data, the Seller will treat such data in compliance with applicable legislation including, without limitation, Act No. 101/2000 Sb., on personal data protection, the Privacy Notice, and the terms of the consent if required by law for such processing. The Seller will act as the controller of the personal data.
8.5. All notices that are required to be sent in writing under the Terms and Conditions, under applicable legislation or for the purposes of legal certainty, will be deemed to be received if delivered in person or sent through authorized providers or by e-mail to the address of the Party’s registered office or the Party’s last known address. Notices are also deemed to be delivered on the date the receipt is rejected.
8.6. If any of the provisions hereof is or becomes invalid, unenforceable, non-existent or ineffective, this will be without prejudice to the validity, enforceability and effectiveness of the remaining provisions of the Terms and Conditions or the contract. In such a case, the Parties agree to exert all efforts to enter into an amendment to the contract to replace such an invalid, unenforceable or ineffective provision by a new provision whose economic purpose will be as close as possible to that of the original provision.
8.7. By virtue of the execution hereof, the Customer’s representative agrees with all the provisions of the Seller’s Terms and Conditions, and agrees to be bound by the Terms and Conditions in all contracts with the Seller, unless the Parties agree otherwise.
The Terms and Conditions come into force and effect on 1.9.2022.
In Brno on 25.8.2022
doc. Ing. František Urban, CSc.
Executive Director of PROFIcomms s.r.o.
