1.       Basic provisions

1.1.          These General Business Terms and Conditions of Compteq.io s.r.o. (hereinafter referred to as "General Business Terms and Conditions") regulate the relations in the supply of products and services of Compteq.io s.r.o, with its registered office at Teslova 1120/1, 301 00, ID No.: 25241494, registered in the Commercial Register maintained by the Regional Court in Pilsen, file No. C 12038 (hereinafter referred to as the "Supplier") to legal entities and natural persons - entrepreneurs as customers (hereinafter referred to as the "Customer"). The Supplier and the Customer are referred to in these General Terms and Conditions jointly as the "Parties" or each separately as a "Party".

1.2.          The General Terms and Conditions shall apply to the rights, obligations and legal relations between the Supplier and the Customer:

1.2.1.       in connection with the conclusion and performance of a single purchase contract (hereinafter referred to as the "Contract"); or

1.2.2.       in connection with the performance of a concluded framework purchase contract (hereinafter referred to as the "Framework Contract") under which separate subcontracts may be concluded (hereinafter referred to as the "Subcontract").

1.3.          The Customer acknowledges that if it has not concluded a Framework Contract with the Supplier, it is obliged to comply with these General Terms and Conditions from the moment of submitting the Order to the Supplier in connection with the accepted Price Offer. If no Quotation has been submitted, the Customer shall be bound by the General Terms and Conditions from the moment it becomes familiar with them, either through the Supplier's website, or at the moment the General Terms and Conditions are sent to the Customer at the same time as the Confirmation or in the course of mutual communication with the Supplier, whichever is earlier.

1.4.          The conclusion of Contracts and Subcontracts on the basis of the Framework Contract is regulated in Article 2 of these General Terms and Conditions.

1.5.          The subject matter of the Contracts and Subcontracts concluded on the basis of the Framework Contract is the delivery of products and/or services (hereinafter referred to as "Products/Services") and the Client's obligation to pay the Supplier the agreed price for the duly and timely delivered Products and/or Services.

1.6.          These General Terms and Conditions include:

1.6.1.       the process of concluding the Contract and the Sub-Contract

1.6.2.       the price of the Products/Services

1.6.3.       payment terms

1.6.4.       the Delivery Terms

1.6.5.       Defective performance rights and quality guarantee

1.6.6.       Complaints Policy

1.6.7.       Intellectual Property Rights

1.6.8.       Liability for damages

1.6.9.       Force majeure provisions

1.6.10.   Termination of the Contract and the Framework Agreement

1.6.11.   Protection of personal data

1.6.12.   Final provisions

2.       Conclusion of the Contract and Subcontracts

2.1.          Prior to placing an order for Products/Services ("Order") and entering into a Contract or Sub-Contract, the Customer shall be entitled to request a binding quotation for the supply of the Products/Services ("Quotation") from the Supplier to specify the price and specification of the Products/Services. The prices of the Products/Services shall be valid for a period of 30 calendar days from the time of delivery of the Quotation to the Customer, unless the Quotation provides otherwise. In the event that the Customer places an Order with the Supplier for the subject Products/Services defined in the relevant Price Offer within the period referred to in the preceding sentence, the Supplier shall be obliged to confirm the Order (hereinafter referred to as "Confirmation") in accordance with the procedure below based on the prices set out in this Price Offer. Failure to do so shall render the Price Offer null and void. For the avoidance of doubt, the Parties agree that the Supplier shall not be obliged to deliver on the basis of a separate Price Quotation. Products/Services specified therein.

2.2.          The Customer shall send the Order in written form (by post or email). Oral or telephone Orders shall only be admissible in exceptional cases by prior agreement of the Parties.

2.3.          Upon receipt of the Order, the Supplier shall send the Customer a Confirmation.

2.4.          If the Confirmation does not contain any deviations from the Price Quotation or the Order, the Contract or the Subcontract is concluded at the moment of delivery of the Confirmation to the Customer.

2.5.          In the event that the Confirmation contains only minor deviations from the Price Quotation or the Order, the Customer shall be entitled to reject such Confirmation within 5 working days from the date of receipt of the Confirmation. If the Customer rejects the Confirmation in accordance with the preceding sentence of this paragraph, the Contract or Subcontract shall not be concluded. The Contract or Subcontract shall be concluded upon the expiry of the time limit for rejection of the Confirmation or upon the earlier of the Customer's written acknowledgement of the Confirmation containing immaterial deviations. For the purposes of these General Terms and Conditions, an immaterial deviation means a deviation in the quantity or price of the Products/Services which does not exceed 5% from the price of the Products/Services stated in the Price Quotation or the Order, from the quantity stated in the Order, or a deviation of less than 30 days from the expected delivery date stated in the Product/Service Schedule and Price List ("Immaterial Deviation").

2.6.          In the event that the Confirmation should contain deviations that cannot be considered as Non-Substantial Deviations, the Contract or Subcontract shall be concluded at the moment when the Customer and the Supplier mutually confirm in writing the elements of the Contract or Subcontract.

2.7.          If the Contract is concluded in accordance with the procedure set out in paragraph 2.4 of the General Terms and Conditions, the Supplier shall send the Customer an invoice together with the Pro Forma Confirmation. In the case of a procedure pursuant to paragraph 2.5 or 2.6 of the General Terms and Conditions, the Supplier shall send the Customer a pro forma invoice without undue delay after the conclusion of the Contract.

2.8.          The Contract is concluded with a condition precedent within the meaning of Section 548(2) of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the "Civil Code"). If the pro forma invoice issued pursuant to paragraph 2.7 of the General Terms and Conditions is not paid by the Customer even within 3 months of its issue, the Contract shall terminate. If the Customer still requires the Product/Service, a new Order must be sent to the Supplier in accordance with paragraph 2.2 of these General Terms and Conditions. This provision does not apply in the case of custom development and production of special equipment.

2.9.          Paragraphs 2.1 - 2.6 of the General Terms and Conditions shall not apply to the conclusion of a Framework Contract.

2.10.      The provisions set out in the Contract and the Framework Agreement shall prevail over the General Terms and Conditions.

3.       Price of Products/Services

3.1.          The list of products/services and price list which is provided on the Supplier's website is for information only. The Supplier is entitled to unilaterally change the Product/Service Overview and Price List. The change shall not affect already concluded Contracts and Subcontracts.

3.2.          The binding price of the Products/Services is set out in the Confirmation made in accordance with the procedure set out in paragraphs 2.3 - 2.6 of these General Terms and Conditions.

3.3.          The price in the Products/Services Overview and Price List or Price Quotation does not include value added tax ("VAT"), unless otherwise stated, or the cost of transport.

3.4.          In the event of default by the Customer in payment of any part of the price of the Products/Services, the Customer shall pay the Supplier a contractual penalty of 0.05% of the amount due for each calendar day of delay. The application of the contractual penalty shall be without prejudice to the right to full compensation for damages.

4.       Payment terms

4.1.          The Supplier shall have the right to require advance payment, payment in cash or payment in advance. A deposit or payment in cash or in advance will normally be required on the Customer's first delivery (on the first Contract concluded under these General Terms and Conditions).

4.2.          Payment upon delivery of the Product/Services by invoice is only possible if a Framework Agreement is concluded between the Parties. The invoice is due for payment within 15 days, unless otherwise stated on the invoice.

4.3.          If payment is made from abroad or in a currency other than CZK, the "OUR" fee payment will be used. The fees of the sending bank shall be paid by the payer, the fees of the transferring banks and the beneficiary's bank shall be paid by the payee.

4.4.          Payment of the invoice shall be deemed to be the date on which the full amount has been credited to the Supplier's account.

4.5.          Purchased Product may be returned to the Supplier by mutual agreement. A cancellation fee of 10% of the price of the Product excluding VAT may be charged for the return or exchange of a Product already purchased within 3 months of delivery, and a cancellation fee of 20% of the price of the Product excluding VAT may be charged for the return or exchange of a Product already purchased after 3 months of delivery. The maximum possible return period is 6 months from delivery of the Product. Only unused Product can be returned. This provision does not apply in the case of custom development and production of special equipment.

5.       Delivery terms for Products

5.1.          Delivery of the Products is subject to FCA Incoterms 2020.

5.2.          The date of delivery is set out in the Confirmation pursuant to paragraphs 2.3 - 2.6 of these General Terms and Conditions.

5.3.          The Supplier has the right to unilaterally change the confirmed delivery date. The Supplier shall inform the Customer of this fact without undue delay. The change of the delivery date shall not be considered a breach of the Contract or the Subcontract.

5.4.          The place of performance shall be the Distribution and Service Point. The Customer shall specify in the Order the required method of transport and destination, failing which the Product shall be shipped to the billing address by a transport service (transported on working days only).

5.5.          Delivery time depends on the type of Product and the quantity ordered. The binding date is indicated for each item in the Confirmation.

5.6.          Title to the Product shall pass to the Customer upon payment of the purchase price. The risk of damage to the Product shall pass to the Customer upon acceptance of the Product by the carrier or personal collection.

5.7.          The confirmed date of delivery means the date of handover to the first carrier or the date of personal collection at the Supplier's distribution and service point at Compteq.io s.r.o., Teslova 1120/1, 301 00 Plzeň (hereinafter referred to as the "Distribution and Service Point").

5.8.          If not included in the delivery, all technical documentation is available on the Supplier's website or upon request.

6.       Defective Performance Rights and Quality Warranty for Products

6.1.          The Supplier shall be liable for the fact that the Product is free from defects in fact or in law on the date of delivery and is provided in accordance with the Contract or the Subcontract, i.e. it is provided in the quality, scope and time agreed between the Parties.

6.2.          The Supplier also warrants to the Customer that each part of the Product that has been manufactured by the Supplier will have the characteristics set out in the Contract, the Subcontract or the technical documentation for the Product and will be fit for use for the purposes set out in the Contract or the Subcontract for a period of 36 months.

6.3.          An extension of the warranty period pursuant to paragraph 6.2 of the General Terms and Conditions up to 60 months may be agreed individually, where the Customer specifies such a requirement in the Order. In such case, the selling price of the Product shall be increased by 5% compared to the price of the Product indicated in the Product Overview and Price List or the Price Offer. Individual warranty extensions can only be agreed for Products manufactured by the Supplier.

6.4.          Products supplied by other manufacturers, or parts of the Product manufactured by a manufacturer other than the Supplier, are subject to the warranty periods and conditions for the application of the warranty of such manufacturers. The Customer is entitled to request warranty certificates of such manufacturers from the Supplier. The Supplier shall send the manufacturer's warranty certificate to the Customer without undue delay after the request.

6.5.          The Warranty Period commences on the date of delivery of the Product.

6.6.          The warranty does not cover defects caused by fire, water, static electricity, atmospheric discharge, mechanical damage, fluctuations in supply voltage outside the permitted limit (especially overvoltage). The warranty also does not cover defects caused by unprofessional installation or assembly work, unless performed by the Supplier, use of the Product in violation of the technical documentation, unprofessional repair or other unprofessional intervention. The warranty does not cover defects caused by operation in conditions not complying with the technical documentation. The warranty does not cover defects caused by operating the Product in a manner contrary to the technical documentation or defects caused by normal wear and tear of the Product.

6.7.          The warranty pursuant to paragraph 6.2 or 6.3 of these General Terms and Conditions shall be void if the Customer, without the Supplier's prior written consent, modifies or repairs any part of the Product delivered by itself or through a third party not authorised by the Supplier. The warranty shall also terminate if the Customer defaults on payment of the price of the Product or any part thereof.

6.8.          New parts and components of the Product that have been replaced in connection with the Supplier's defective performance shall not be subject to a new warranty period. The warranty period shall not be extended by the period during which the Customer has been unable to use the Product as a result of the repairs being carried out.

7.       Complaints Policy for Products

7.1.          The Customer shall claim defects in the Product in writing at the Distribution and Service Point.

7.2.          The Supplier shall acknowledge receipt of the claim in writing to the Customer.

7.3.          The Customer shall claim defects in the Product without undue delay after becoming aware of them, but no later than 10 days after becoming aware of the defect in the Product. The Customer is obliged to point out defects that are obvious to the Customer upon receipt of the Product. The Customer is obliged to describe the defect in the Product and state how it manifests itself.

7.4.          The Supplier shall remedy the defect either by repair at the Distribution and Service Point, by replacement with a defect-free Product or by service intervention. If the Customer does not choose the method of remedying the defect at the time of the claim, the Supplier may choose it, taking into account the nature of the defect in the Product.

7.5.          The warranty will only be honoured if the Customer presents a delivery note confirming the warranty. If a delivery note is not provided, it is up to the Supplier whether or not to accept the warranty based on its internal records.

7.6.          If, during the warranty repair, the claim is found to be unjustified, the Customer will be charged for all costs incurred to date in repairing the Product.

7.7.          Warranty service shall be carried out exclusively at the Supplier's Distribution and Service Point. Complaints are accepted only on working days from 8 a.m. to 4 p.m.

7.8.          If it is necessary to remedy a defect by servicing the Product at the Customer's place of installation, the service will be carried out exclusively on working days from 8 a.m. to 4 p.m. In this case, the Customer is obliged to pay travel costs and other reasonable costs, even if the claim is justified.

7.9.          In the event that a defect in the Product is not covered by the warranty or is not a defective performance on the part of the Supplier, the Supplier may perform the remedy of the defect by way of out-of-warranty service. The terms and conditions for the provision of this service shall be agreed between the Customer and the Supplier individually.

7.10.      In the event that the Customer's end customer complains about the Product to the Customer, the Customer undertakes to handle such complaint properly and in accordance with the law. In the event that it is not technically possible to settle such a claim against the Customer's end customer, or if the Customer's end customer claims the Product from the Supplier, the Customer undertakes to provide its end customer and the Supplier with all necessary assistance so that the claim can be properly settled (including the provision of a warranty or delivery note to the end customer or the Supplier). Nothing in this paragraph of the General Terms and Conditions shall relieve the Customer of its obligation to deal with claims from its end customers or create any liability of the Supplier for defective performance to the Customer's end customers.

8.       Intellectual property rights

8.1.          If the Product/Service includes a copyright work within the meaning of Act No. 121/2000 Coll, on copyright, on rights related to copyright and on amendments to certain acts (the Copyright Act) (hereinafter referred to as the "Copyright Act"); or a work that fulfils the characteristics of a work protected under the Copyright Act (hereinafter referred to as the "Copyright Work"), a licence or sub-licence (hereinafter referred to as the "Licence") is granted by the Supplier to the Customer for such part of the Product, subject to the terms and conditions of this Article 8 of the General Terms and Conditions.

8.2.          The licence to the Copyright Work or part thereof granted by the Supplier to the Customer pursuant to paragraph 8.1 of the General Terms and Conditions is granted as a non-exclusive, territorially and quantitatively unlimited licence.

8.3.          The Customer shall be entitled to use the Author's Work only in its original form, without the right to make changes; for all uses; and for the purpose resulting from the Contract or the Subcontract.

8.4.          The Customer is entitled to grant a sub-licence of the Copyright Work to its end customer.

8.5.          The Supplier grants the Customer a Licence effective on the date of delivery of the Product/Service of which the Copyright Work forms part. The Licence is granted for the duration of the proprietary rights in the Copyright Work.

8.6.          The fee for granting the License to the Copyright Work is included in the price of the Product/Service.

8.7.          The provision and use of the Product/Service, which includes the Copyright Work, may also be subject to third party license terms. The Customer shall be obliged to familiarize itself with and comply with such license terms.

9.       Other Arrangements for Products

9.1.          The Customer agrees to take the Products for the purpose of deployment or sale and to comply with the instructions relating to the Products so as not to damage the business interests and name of the Supplier.

9.2.          The Customer shall comply with the legislation relating to the supply of military and similar materiel or Products related to such materiel and to the distribution of which such legislation applies, and any other internal rules and requirements of the Supplier's subcontractors which the Supplier makes known to the Customer or brings to the Customer's attention.

10.   Liability for damages

10.1.      The Supplier shall not be liable for damages in the event of damage to the Customer's systems or damage or loss of the Customer's or third parties' data relating to the Product/Service received, provided that the Product/Service has been provided properly and with professional care.

10.2.      The Supplier shall not be obliged to compensate for any damage resulting from a materially incorrect or otherwise erroneous assignment received from the Customer. In the event that the Customer has provided the Supplier with an incorrect assignment and the Supplier, in view of its obligation to provide the Product/Service or part thereof with professional care, could and should have discovered the incorrectness of such assignment, the Supplier may invoke the provisions of the preceding sentence only if it has notified the Customer in writing of the incorrect assignment and the Customer has insisted on the original assignment. The same shall apply if the Supplier, prior to providing the Product/Service, expressly requests the Customer's consent to provide the Product/Service under the conditions requested by the Customer, warns the Customer of the risks for the Customer or third parties arising therefrom and the Customer consents to the provision of the Product/Service under the specified conditions.

10.3.      The Parties agree to limit the amount of compensation for damages incurred by the Customer. The Supplier shall not be liable for lost profits or other indirect and consequential damages. If the Customer is entitled to damages in connection with the Contract or the Subcontract or the Supplier's breach thereof, the Parties agree that the amount of damages and/or liquidated damages, if any, to be paid by the Supplier to the Customer shall not exceed in aggregate:

10.4.      an amount of CZK 5 million, or

10.5.      the aggregate price of the Products under the relevant Contracts or Subcontracts, whichever is lower.

10.6.      The limitation of the amount of compensation for damages pursuant to paragraph 10.3 shall not apply to damages caused by intent or gross negligence, nor to damages caused to a person's natural rights; the Supplier shall compensate such damages in full. Except as provided in the preceding sentence, the limitation of damages shall apply to all damages and this provision shall prevail over any other provisions in these General Terms and Conditions.

11.   Higher Power

11.1.      The Parties shall not be liable for delay in performance or damage to the other Party caused by force majeure. For the purposes of these General Terms and Conditions, force majeure shall be deemed to be such obstacles which arise independently of the will of the obligated Party and prevent it from fulfilling its obligation under the contract or the framework purchase agreement concluded on the basis of these General Terms and Conditions, if it cannot reasonably be assumed that the obligated Party would have averted or overcome such obstacle or its consequences and that it would have foreseen the occurrence or existence of such obstacles at the time of the contractual obligations.

11.2.      The Contracting Parties undertake to notify the other Contracting Party without undue delay of the occurrence of obstacles precluding the obligation to indemnify preventing the proper performance of the Contract, the Framework Contract or a specific Subcontract. The Parties undertake to use their best endeavours to avoid and overcome obstacles caused by force majeure.

11.3.      Liability shall not be excluded by an obstacle which arose only at the time when the obliged Party was in default of its obligation or arose from its economic circumstances.

11.4.      The effects precluding liability shall be limited only for as long as the relevant impediment to which such effects are connected continues. The duration of the relevant impediment shall be objectively proven by the Party concerned.

12.   Termination of the contract

12.1.      Unless otherwise stated, the Contract or the Framework Agreement (unless otherwise stated in the Framework Agreement) shall terminate:

12.1.1.   by the due performance of the obligations contained therein,

12.1.2.   by written agreement between the Supplier and the Customer,

12.1.3.   by withdrawal from the Contract in the event of a material breach of the Contract or the Framework Contract,

12.1.4.   other methods specified in the relevant legal regulations, in particular the Civil Code.

12.2.      For the purposes of these General Terms and Conditions, a material breach of the Contract or the Framework Contract shall be deemed to be a situation where the Customer is in default in payment of any part of the price of the Product for a period of more than 30 days.

13.   Privacy Policy

13.1.      The Supplier may process the personal data of natural persons acting on the Customer's side (in particular identification and contact data and data on the performance of the Contract, Framework Contract or Subcontract) for the purposes of concluding and performing the Contract, Framework Contract or Subcontract, protection of legal claims, internal administrative needs, record keeping and statistics and compliance with legal obligations. The Customer has the right of access to personal data, the right to rectification, the right to erasure, the right to restriction of processing, the right to data portability, the right to object, the right not to be subject to automated individual decision-making, including profiling, and the right to apply to a supervisory authority. Further information is available on the Compteq.io s.r.o. website.

14.   Protection of confidential information

14.1.      Unless otherwise stated, the Customer shall keep all confidential information received from the Supplier confidential in the usual manner characteristic of the protection of such information. This obligation shall continue for a period of 10 years after termination of the Contract or Framework Agreement. The Customer shall also impose a non-disclosure obligation, to the same extent as provided for in the General Terms and Conditions, on its employees, agents and third-party collaborators if such information has been provided to them.

14.2.      The Customer shall not, without the prior express consent of the Supplier, be entitled to publish the Subcontract or the Framework Contract (except as permitted by the Framework Contract) in the Register of Contracts under the Register of Contracts Act or to publish it in any other manner. The obligation pursuant to the preceding sentence shall also apply if the relevant Subcontract or Framework Contract is an annex to a contract between the Customer and the End Customer which is subject to the publication obligation pursuant to the Contract Register Act.

14.3.      The right to use, communicate and disclose confidential information is granted to the Customer only to the extent and under the conditions necessary to ensure the proper exercise and performance of the rights and obligations under the Contract or the Framework Agreement, unless the Supplier consents to any other use, communication and disclosure of confidential information.

14.4.      Irrespective of the form in which the information is recorded, Confidential Information includes all information insofar as it relates to the Contract, the Framework Contract or a particular Subcontract and the performance thereof (in particular information on the rights and obligations of the Parties and information on prices, including information set out in the Quotation or Confirmation) and the Supplier (in particular trade secrets, information about the Supplier's activities, structure, profit/loss or know-how, as well as information concerning the Supplier's internal business procedures and trade and operational secrets), as well as information subject to special confidentiality in accordance with the law, unless otherwise specified by the Supplier or the Customer in a particular case.

14.5.      If any Confidential Information is accessible without proper authorization, the Client shall immediately inform the Supplier and make every effort to ensure that such information is not disclosed to unauthorized persons.

14.6.      Information that has been made publicly available will not be considered confidential under any circumstances unless the information has been made publicly available due to a breach of the duty to protect confidential information. Further, Confidential Information shall not include information obtained in a manner independent of the Contract, the Framework Agreement or Subcontracts or the Supplier, and the Client shall demonstrate this fact. Nor does it include information disclosed by a third party who has not received the information on the basis of a breach of confidentiality.

14.7.      To the extent legally permissible, if the Customer is required by applicable law or by order of any authority or court to disclose any Confidential Information, it shall:

14.7.1.   promptly notify the Supplier in writing of such requirement to disclose Confidential Information;

14.7.2.   provide the Supplier with reasonable assistance at the Supplier's cost and expense in seeking to prevent such disclosure. If the Client is still required by law to disclose, the Client shall:

14.7.3.   disclose only that portion of the Confidential Information which, on the advice of the Contractor's legal counsel, it is actually required to disclose; and

14.7.4.   upon notification of a request to disclose Confidential Information, use commercially reasonable efforts to obtain assurances from a competent court or other authority that such Confidential Information will be accorded confidential treatment.

14.8.      In the event of a breach of the confidentiality obligation pursuant to Article 14 of these General Terms and Conditions by the Customer, the Customer shall pay the Supplier a contractual penalty of CZK 100,000 for each such breach. The application of the contractual penalty shall not affect the right to full compensation for damages.

15.   Final provisions

15.1.      Each of the Parties shall notify the other Party in writing of any changes in all facts, in particular identification data and other changes that could affect the proper performance of the Contract or the Framework Contract.

15.2.      Neither Party shall be entitled to assign its rights and obligations under the Contract or the Framework Contract to a third party without the prior written consent of the other Party.

15.3.      Any amendments to the Contract between the Parties may only be amended by written amendments agreed by both Parties.

15.4.      These General Terms and Conditions shall be governed by, construed in accordance with and subject to the laws of the Czech Republic.

15.5.      All disputes between the Parties arising out of or in connection with the Contract or the Framework Agreement shall be finally determined by the general court of the Supplier.

15.6.      If any provision of these General Terms and Conditions or any part thereof is ineffective or invalid, the remaining provisions of the General Terms and Conditions shall remain in force and effect and the Parties undertake to replace them with valid and effective arrangements which shall respect the invalid or ineffective provisions as far as possible.

15.7.      These General Terms and Conditions shall take effect on 1 January 2024.