VOP

General Terms and Conditions The purpose of these General Terms and Conditions is to set out, in terms of § 1724 et seq. of Act No. 89/2012, as amended, conditions for the conclusion of purchase contracts between 4dot Mechatronic Systems s.r.o., hereinafter referred to as the "Seller", as the supplier, and customers, hereinafter referred to as the "Customer", wherever the specific contract does not directly provide for this or where the contract is concluded only by placing an order. 

I. CONCLUSION OF PURCHASE CONTRACTS (ORDERS) 

1. The proposal for the conclusion of a purchase contract (order) is made by the Customer in writing. E-mail is also considered to be a written form. The proposal for the conclusion of a purchase contract (order) must include:
   1. the business name and registered office of the Customer, including telephone and e-mail contact details,
   2. the person authorized to act on behalf of the Customer in the given matter,
   3. unambiguous identification of the product including the related Services or performance provided,
   4. the date and place of delivery of the product,
   5. the purchase price of the product pre-negotiated by the parties.
2. The Seller accepts the proposal for the conclusion of a purchase contract in writing or expresses its consent to the conclusion of a purchase contract by delivering the ordered goods. In the case of the provision of rental-related services, the same procedure is followed.
3. Oral or telephone orders cannot be accepted.
4. Contracts so negotiated are binding. 

II. PURCHASE PRICE, INVOICING, PAYMENT 

1. All prices of the Seller's goods and services are exclusive of VAT unless otherwise stated.
2. Each offer (hereinafter referred to as "Offer") sent to the Customer shall be valid for 30 days from the date of its issue unless otherwise stated in the Offer.
3. Related services are not included in the price of the products.
4. VAT will be calculated in accordance with the legislation in force on the date of the taxable supply.
5. Unless the parties agree otherwise, the basis for payment of the purchase price is the invoice issued by the Seller, which the Seller sends to the Customer's e-mail address agreed upon in the purchase contract or order.
6. The right to charge (to invoice) the purchase price arises for the Seller on the date of delivery of the goods. In the case of both services and rentals, invoicing is done on a monthly basis, and the right to invoice arises from the rental or provision of services according to the contract.
7. In the event that the Customer fails to receive the delivery of the goods within the period agreed upon in the contract, the right of invoicing shall arise to the Seller 14 days after the expiry of this period.
8. The invoiced purchase price is payable within the period and according to the terms agreed in the purchase contract/order. If no due date is agreed upon, the invoice is due within 14 days of the date of its issue unless otherwise stated. In case of doubt, the invoice shall be deemed to have been delivered to the Customer on the third day from the date of its issue by the Seller.
9. The Customer is entitled to return the issued invoice to the Seller without payment before the due date if it does not contain certain required elements or has other errors, and to notify the Seller in writing of the reasons for returning the invoice. The Seller is obliged to examine the errors and to remove them if justified. If the Customer does not exercise its right to return the invoice to the Seller before the expiry of its due date, it is assumed that all facts stated in the invoice were the content of the concluded purchase contract and the invoice issued is then a certificate of the content and performance of the purchase contract.
10. In case of delay in payment of the purchase price, the Customer is obliged to pay the Seller interest on the delay in the amount specified by generally binding legal regulations unless otherwise specified in the contract.
11. The Customer shall not acquire ownership of the delivered goods until full payment of the purchase price.
12. The price of multiple works shall be governed by the standard price list specified in the Offer. By confirming the Offer, the Customer is therefore deemed to have accepted the price list and to have accepted the service prices set out in the price list.
13. The price of service works is governed by the current price list of the Seller. The price list is available on request.
14. In the case of rental of hardware, the same provisions shall apply to the business relationship.

III. QUANTITY, QUALITY, WORKMANSHIP, PACKAGING AND DELIVERY OF GOODS 

1. The quantity of goods specified in the purchase contract or order is binding.
2. If no other quality or design is agreed upon, the Seller undertakes to deliver to the Customer goods manufactured according to the Seller's standards. The method of packaging the goods shall be governed by the Seller's packaging procedures.
3. The Seller is entitled to deliver the goods to the Customer at any time during the period agreed upon in the purchase contract, even by gradual partial performance.
4. The Seller is entitled to deliver the goods earlier than agreed upon in the purchase contract unless it has been expressly agreed upon in the purchase contract that such a method of performance is not permissible.
5. The Customer undertakes to confirm the proof of delivery of the goods (e.g. delivery note, handover report) in favor of the Seller.
6. The Customer undertakes to prepare the machine for the installation of the monitoring unit by prior arrangement. If the preparatory work is not done, the installation will be rescheduled and re-invoiced by the Seller.
7. If the Customer does not receive the delivered product properly and on time or does not enable its installation, the Seller is entitled to sell or store the goods at the expense of the Customer. In this case, the parties agree on a storage fee of 5% of the total price of the product, including the cost of transport and installation for each calendar month.
8. Delay by the Seller in goods delivery is a material breach of the purchase contract only if it is expressly agreed upon in the purchase contract.
9. If the Customer itself arranges for the transport of the goods according to the purchase contract, the Seller shall fulfill its obligation to deliver the product by handing the goods over to the Customer at the Seller’s registered office, or it shall enable the Customer to handle the goods by other appropriate means.
10. If the Seller provides the transport of the goods to the destination only, the risk of damage passes to the Customer at the moment of receipt.
11. If the purchase contract provides for shipment of the goods by the Seller, the Seller shall fulfill its obligation to deliver the goods to the Customer by handing them over to the first public carrier for transportation. In this case, the Customer declares that it has been informed about the choice of the carrier by the Seller and the amount of the shipping fee charged by the Seller. The risk of damage to the product passes to the Customer at the moment of its receipt or at the moment of handover to the postal carrier or the first carrier for delivery of the product to the Customer, whichever is earlier.
12. If the Seller also carries out the installation, the standard cleaning of dirt resulting from the installation follows. The Customer is responsible for operability control.
13. In the case of equipment rental, the Customer is liable for the full value of the equipment from the moment of signing the handover protocol. 

IV. WARRANTY 

1. The Seller gives the Customer a limited warranty which applies only to the cases expressly mentioned below.
2. The warranty shall cover the monitoring unit for a period of 12 months from the date of delivery or the date of invoice, whichever is earlier, unless otherwise specified in the contract. The warranty does not cover defects caused by improper or inadequate maintenance, installation or repair if performed by an entity other than the Seller, caused by normal use and wear and tear, accident, negligence or intentional damage. The installation warranty is provided for a period of 6 months starting from the date of handover.
3. The parties agree that the Seller shall not be liable for its conclusions and recommendations. 

V. HANDLING OF CONFIDENTIAL INFORMATION 

1. The parties acknowledge that they consider confidential the information contained in the purchase contract, provided by either party and meeting the following criteria:
   1. information provided orally or in writing, in particular information which the contracting parties have learned in connection with the performance of the purchase contract, provided before or after the conclusion of the purchase contract,
   2. information identifiable as trade secrets, technical information, in particular product or manufacturing descriptions, schemes, drawings, graphical representations and other technical documents, manuals, processes, know-how, technical information and knowledge,
   3. information that can be identified as competitively significant, identifiable, ratable and not commonly available in the relevant circles, and which is to be kept secret according to its originator or owner.
2. Information that is expressly marked as such shall also be considered confidential. For this marking, it is sufficient to mark e.g. the cover of the information carrier, an e-mail, a fax message or other document with the word "secret".
3. Information that shall not be protected under this Article:
   1. information which has become publicly available unless this has been due to a breach by a party of the obligation to protect the information,
   2. information obtained by a party through a process independent of the contract and through cooperation based on it, if the party is able to substantiate this fact, and
   3. information provided by a third party who did not obtain such information through a breach of the obligation to protect it.
4. Both parties undertake to keep this information confidential and not to disclose it or allow it to be disclosed to any third party or persons, even negligently, without the consent of the other party to which the information is related. The parties further undertake to use such information only for the purpose for which it was provided to them by the other party. The parties shall inform their authorized personnel, who may come into contact with confidential information, of the arrangements for handling confidential information.
5. The Seller has the right to keep a copy of the measured data for the purposes of its own research and development of signal processing and interpretation.
6. The contractual obligations relating to the protection of confidential information shall not be terminated even if the cooperation under this contract is terminated. The obligation to protect confidential information lasts for the entire duration of the cooperation, or until the publication of the data, otherwise for 5 years from the date of termination of the contract.
7. The obligation of confidentiality applies irrespective of whether the contract has been concluded and applies also to information obtained during the offering phase and after the end of the contract duration. 

VI. DURATION AND TERMINATION OF THE CONTRACT 

1. The contract shall enter into force and effect on the date of its signature by both parties or on the date of order confirmation and shall be concluded for an indefinite period of time unless otherwise specified in the contract.
2. A contract concluded for an indefinite period of time may be terminated in writing by either party without providing reasons. The notice period is 3 months and begins on the first day of the month following the delivery of the notice to the other party. 

VII. COMPLAINTS 

1. Before the expiration of the limited warranty period, the customer is obliged to notify of a defect without undue delay after discovering it in the product (unless a service has been provided) in writing or electronically. The place of filing the claim is the Seller's registered office. The Customer bears the cost of filing the claim. 

VII. WITHDRAWAL FROM THE CONTRACT 

1. The Seller shall be entitled to withdraw from the contract if the Customer is in default of payment of an invoice under these General Terms and Conditions for a period longer than 15 calendar days.
2. In the event of withdrawal, the parties to the contract shall be obliged to return everything they have provided to each other under the contract within 10 calendar days of receipt of the written withdrawal notice. 

VIII. LIABILITY, COMPENSATION FOR DAMAGES 

1. The Seller is liable for damages to the Customer caused by the breach of the above warranty. Notwithstanding the foregoing, the parties agree that Seller shall not be liable for any consequential damages, lost profits or loss of information. This does not apply in the event of a breach of the Seller's obligations intentionally or through gross negligence. The parties agree that the Seller shall not be liable for any non-pecuniary damage. 

IX. FINAL PROVISIONS 

1. These General Terms and Conditions are valid and effective from 1 April 2022. The General Terms and Conditions are published on the website