Terms and Conditions

General Terms and Conditions for Business to Business (B2B) Customers

Pokorny industries s.r.o.

Headquarters: Trnkova 2788/115, Líšeň, 628 00 Brno

ID: 46983864

registered at the Regional Court in Brno, file No. C 8469

hereinafter referred to as (the Company)

(Terms and conditions for entrepreneurs)

The General Terms and Conditions of Business regulate the terms and conditions of purchase when concluding individual purchase contracts, on on the basis of which goods or services are supplied by the Company, and therefore the rights and obligations of the Company and the respective customer (buyer) towards the Company.

The purchase contract for the supply of goods is concluded by the Company and the customer (buyer) (hereinafter referred to as "Purchaser") who is not a consumer.

These General Terms and Conditions expressly apply only to non-consumer purchasers, and therefore acting in the course of their business when concluding the contract.

The General Terms and Conditions for Consumers are intended for buyers who are consumers.

Scope of validity

1. These General Terms and Conditions apply to the supply of goods by the Company. to business entities and other business partners who are not consumers within the meaning of Section 419 of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as "Civil Code").
2. These General Terms and Conditions shall always apply in the version in force and in effect on the time of conclusion of the respective purchase contract, for all rights and obligations arising from the respective purchase contract concluded by the Company and the respective Customer.
3. In the event of any conflict between the above terms and conditions, the following shall apply order:

   a) the Contract;

   b) these general terms and conditions (hereinafter referred to as the "Conditions");

   c) the applicable law (unless it cannot be derogated from by agreement of the parties).

I. Subject matter of the Contract/conclusion of the Contract

The Company shall supply the Goods, as per the current offer, in accordance with the terms and conditions of the the agreed purchase contract and these Conditions, following acceptance of the order by the Company (The Company shall deliver the goods only within the territory of the Czech Republic. Republic and the Slovak Republic, unless in a particular case it is agreed between the parties otherwise.

II. Method of concluding the purchase contract

1. The purchase contract, the subject of which shall be the delivery of the ordered goods by the Company to the Customer, shall be concluded on the terms and conditions set out in these Conditions for on the basis of

   a) a written copy of the Purchase Contract signed by the Company and the Customer,

   b) confirmation of the Customer's order by the Company in accordance with these Conditions,

2. The current version of these Conditions shall be delivered by the Company to the Customer together with the invoice no later than the date of delivery of the Goods. These General Terms and Conditions are located at the Company's website (https://www.pokornyindustries.com/en), and the Company also makes available on its website older versions of the General Terms and Conditions terms and conditions, which are used for the purpose of verifying earlier modifications of the general terms and conditions and, for this reason, these earlier versions remain unchanged and permanently available.
3. The relevant sales contract is concluded at the moment when the Company and the Customer signs a written copy of the purchase agreement or when confirmation of the order by the Company reaches the Customer. Confirmation of the order shall be deemed to be shall also be deemed to be the delivery of the ordered goods by the Company to the Customer. The Company is shall be entitled to refuse any order without giving any reason. Within the meaning of this paragraph, the provisions of Section 1732(2) of the Civil Code shall not apply.

III. Process of conclusion of the contract

1. The Customer shall place a binding order if he specifies in the order all required data and sends the order to the email address of the Company or a person authorized to receive orders on behalf of the Company. An order up to the value of the goods not exceeding CZK 5,000 excluding VAT may also be made by telephone if the Customer agrees to record such a call to order the goods and the call contains all the information as set out in the following paragraph of these Terms and Conditions, except for the binding of these Conditions.

2. The Subscriber shall state in the order:

   • identification of the goods required,
   • the price of the goods or services, or the method of calculating it, including all taxes and charges,
   • the method of payment,
   • the time of delivery,
   • the method of delivery, including the cost of delivery of the goods,
   • an indication of the binding nature of these Conditions.

3. In the case of an order placed by the Customer electronically via email message, the Company shall promptly confirm receipt of the order electronically to the email address from which the order was placed, with the contract of sale or contract for the supply of services is concluded at the moment of receipt of the order confirmation or the moment of delivery of the goods to the Customer. The Company shall be entitled to refuse any order without giving any reason.

4. In the online shop (remotely accessible application designed for B2B conclusion for B2B sales contracts, the website https://www.pokornyindustries.com/en) of the Company can be place an order in the following way:

   a) Add the goods to the basket.

   b) You enter your delivery and payment details or retrieve your saved data.

   c) Verify the accuracy of your order data.

   d) You click on the order button.

5. The Subscriber places a binding order if the online ordering system Company's online ordering system, performs all the actions according to the instructions set by the Company, enters all the required data and confirms the order by clicking on the confirmation button (click on the order button).

6. By submitting an order or binding order confirmation, the Customer declares, that he/she has read these Terms and Conditions in detail and that he/she has also been sufficiently been adequately informed of the following:

   • the designation of the goods and a description of their main characteristics,
   • the price of the goods or services and, where applicable, the method of calculating it, including all taxes and charges,
   • the method of payment and method of delivery, including the cost of delivery of the goods,
   • details of rights arising from defective performance the conditions for exercising those rights.

7. The delivery of the goods or services by the Company shall be effected on the date of delivery of the goods to the Customer, or by the performance of the ordered service.

8. In the case of an order placed by the Customer via the internet (online commerce), the Company shall immediately confirm receipt of the order electronically, whereby the contract of sale or contract for the supply of services is concluded at the moment of the moment of electronic confirmation of the order or the moment of delivery of the goods to the Customer. The Company shall be entitled to refuse any order without giving any reason.
9. In the case of special (promotional/restricted) offers for certain goods, i.e. offers that different from the Company's regular catalogue, the exact terms and conditions of the special offer, including the time validity and quantity limitations of the offer, will be available on the Company's online shop website. The Company expressly reserves the right to the right to cancel any special offer without giving any reason and with immediate effect. The Subscriber understands that all special offers are limited to in terms of quantity and are valid only while stocks of the subject goods last.
10. The provisions of these terms and conditions shall also apply to orders placed via electronic or regular mail. The preceding sentence does not apply to the provisions which expressly and logically apply only to orders placed via the online interface shop interface. Details of the procedure for ordering goods by electronic or regular mail are available at (https://www.pokornyindustries.com/en).

IV. Payment methods/payment terms

1. The Customer may pay the purchase price for the goods or services delivered as follows:
   • on the basis of an advance invoice before delivery of the goods;
   • on the basis of an invoice (tax document) after delivery of the goods;
   • cash on delivery (cash payment against delivery of the goods).
2. The company is entitled to demand at any time, in particular if it is the Company considers it appropriate in the circumstances of the case, to send/transmit the goods to the Customer only against payment of the purchase price on the basis of an advance invoice prior to delivery of the goods. The Company shall always notify the Customer in advance of this fact.

3. Payment on invoice after delivery of the goods to the Customer.

   In the event of payment on invoice, the Customer is obliged to pay the purchase price of the goods delivered or services within the time limit specified in the relevant invoice issued by the Company, after delivery the goods. The Company may choose to pay by invoice after delivery of the goods to the Customer. condition the Customer's prior conclusion of a written framework purchase agreement or, where applicable, other conditions, and therefore the Customer shall not be entitled to this method of payment without more.

4. Payment by advance invoice prior to delivery of the Goods (after order confirmation).

   In the case of payment by advance invoice, the Customer is obliged to pay the purchase price of the delivered goods or services within the time limit set out in the invoice in question, issued and payable before delivery of the ordered goods. The final invoice will be issued and delivered Customer without delay after delivery of the goods.

5. Payment on delivery.

   In the case of delivery on cash on delivery (delivery of goods against cash payment of the purchase price), the The Customer is obliged to pay on receipt of the consignment (goods) the amount of the cash on delivery (purchase price) in cash to the freight forwarder.

6. Payment via GoPay bank buttons. In case of choosing this payment method the Subscriber will follow the on-screen instructions.

7. Payment by credit card. If this payment method is selected, the Subscriber will will follow the on-screen instructions.

V. Right of cancellation and withdrawal

1. The Customer is entitled to cancel his/her order either by registered mail letter or by e-mail, until the conclusion of the purchase contract in accordance with these Terms and Conditions.

2. The Company is entitled to withdraw from the concluded purchase contract except in the cases provided for in these Terms and Conditions and in the cases provided for in the applicable legislation, withdraw without giving any reason until the goods are delivered to the Customer. In such case the Purchase Contract shall be cancelled ex tunc.

3. For the purpose of exercising the right of withdrawal, the withdrawing party must notify the exercise of the right to withdraw by informing the other party using the contact details provided on the website (https://www.pokornyindustries.com/en) or in the order, in the form of unilateral legal action (for example, by letter sent via postal service provider or by e-mail).

VI. Consequences of withdrawal

1. In the event of an effective withdrawal from the contract, the parties are obliged to reimburse each other the benefits provided.
2. In the event of withdrawal from the purchase contract, the Customer shall be obliged without undue without undue delay to send the goods back to the Company.
3. The Customer shall send the goods to the address designated for receiving shipments:

   Pokorny industries s.r.o.

   Brno, Trnkova 115, 628 00

   Czech Republic

4. The Buyer may also hand over the goods in person at the above address.
5. For the refund of payments the Company will use a bank transfer to the bank account indicated by the Customer. bank account.
6. The Customer shall bear all direct costs associated with the return of the goods and shall not be entitled to any reimbursement thereof.
7. The Customer shall be liable in the event of cancellation of the purchase contract for any diminution in value of the goods as a result of the disposal thereof and the Company shall be entitled upon any such reduction value of the goods, the Company shall reduce the amount of the settled purchase price.

VII. Delivery

1. The delivery of the goods by the Company on the basis of the Customer's order shall be made at the Customer's Customer's expense. The delivery of the goods to the Customer in the territory of the Czech Republic shall be paid for by the Customer The Customer shall be charged a transport fee in accordance with the concluded contract.
2. In the case of delivery of goods outside the Czech Republic, the delivery by the Company shall be shall be made at the expense of the Customer and in the manner specified by the Company. Current data on the transport charge for deliveries in the Slovak Republic are given at Contract or Order.
3. the Company shall deliver the goods to the Customer immediately after the conclusion of the Purchase Contract, unless the Company requires prior payment of the purchase price for the delivery of the Goods. The Goods shall normally be delivered within two to five working days, except where the Company's stock does not permit. The Company shall be entitled to the delivery date the delivery date of the goods differently, and shall be obliged to notify the Company of this fact, as well as of any the Company shall inform the Customer of any delay in delivery of the goods. The Company shall be entitled to to deliver the Goods before any agreed delivery date. The Customer shall be obliged to deliver to take delivery of the goods. The Customer and the Company expressly agree that the Company shall not be liable to the Customer for any damage caused by late delivery of the goods or the fact that the goods cannot be delivered at all for any reason whatsoever. Previous The preceding sentence shall also apply to any lost profits.
4. The goods shall be deemed to have been delivered at the moment of acceptance by the Customer.
5. The risk of damage to the goods shall pass to the Customer upon acceptance of the goods, more definition of the allocation of obligations between the Customer and the Company, such as the provision of transport, insurance of the goods, procurement of transport documents, when the risk passes from the seller to the buyer, which party will be responsible for which costs, is set out in the INCOTERMS® Rules, which form an annex to these Conditions.

VIII. Price and Due Date

1. In the case of an order placed through the Company's online shop, the following price is always binding the purchase price indicated for the respective goods. The price so indicated in the online shop https://www.pokornyindustries.com/en is the price of the goods, already including all taxes and statutory charges, but not the amount charged for shipping.
2. The binding purchase price is the price stated in the purchase contract or confirmed order, stated for the relevant goods. The price so stated is the price of the goods, which includes all taxes and statutory charges, but not the amount charged for shipping.
3. In case of sale of goods outside the Czech Republic, the invoiced amount for the goods and transport services delivered is fixed in EUR, unless the Customer and the Company have agreed the Customer agrees otherwise in an individual case.
4. Invoices issued by the Company are due on the 14th day from the date of invoice, unless otherwise agreed or stipulated by the Company, or payment is made in the form of cash on delivery.
5. In the event of default by the Customer in payment of the purchase price, the Company shall be entitled to demand payment of a contractual penalty of 0.1% of the purchase price of the goods delivered for each day of delay, unless a separate written contract concluded between Company and the Customer stipulates otherwise.
6. Payment of the contractual penalty shall not affect the Company's right to compensation for damages, which shall be paid in full in addition to the contractual penalty.

IX. Reservation of ownership

1. The Company reserves title to all goods delivered by it to the Customer until payment of the total purchase price of the goods delivered, i.e. title to the goods delivered Company shall always pass to the Customer at the earliest on the date of payment of the purchase price. The Customer shall be entitled to use the goods for the purpose for which they are intended after receipt, but shall not be shall not be entitled to alienate the goods or to dispose of them in any legal manner until title has passed encumber the goods, and is obliged to dispose of them with due care and diligence, so as to avoid damage or diminution in value.

X. Liability for defects in the goods and guarantee of quality

1. the Company undertakes to deliver to the Customer the goods in the agreed quantity, quality and quality and workmanship. If the quality and workmanship are not agreed, the Company shall deliver the goods in the quality and suitable for the purpose stated in the contract; otherwise for the usual purpose. If it does not have in time of delivery of the goods to the Customer, the qualities specified in this paragraph above shall be the rights of defective performance specified below to the Customer.

2. The Customer acknowledges that he is obliged to inspect the goods delivered, if possible the goods as soon as possible after receipt to satisfy himself as to their characteristics and quantity, while if he discovers any defect in the goods delivered, he shall notify such defect without without undue delay to the Company. The same shall apply in the case of a latent defect. If he fails to notify defect in time, the Customer shall furthermore lose the right to withdraw from the contract of sale, which he would otherwise be entitled to under the following provisions.

3. In the event that the Customer shall have rights arising from defective performance, and such defective performance is a material breach of the Purchase Contract, he may assert the rights set out below in the order set forth:

   a) Removal of the defect or delivery of the missing goods,

   b) remedy the defect by supplying new goods without defect,

   c) a reasonable discount on the purchase price,

   d) withdrawal from the contract.

4. In the event of a material breach of the purchase contract, the Buyer shall inform the Seller what right it has chosen, when notifying the defect or without undue delay after notification. The Buyer may not change the choice made without the consent of the Company. If does not make the election. the Buyer's right in a timely manner, the Buyer shall have the rights under the following paragraph.

5. If the defective performance is an insubstantial breach of contract, the Customer shall be entitled to a reasonable discount on the purchase price, or to have the defect remedied by delivery of new goods without defective goods or the delivery of the missing goods. Unless the Customer claims the right to a discount on the the purchase price or does not cancel the contract, the Company may deliver what is missing or remedy the legal defect. The Company may remedy other defects by supplying new goods. If the Company fails to remedy the defect by delivering the new or missing goods in time or refuses to remedy the defect, the Customer may demand a reduction in the purchase price, or may withdraw from the contract. The Customer cannot change the choice made without Company's consent.
6. In the event that the Company provides the Customer with a quality guarantee for the goods in question, the this fact, including the length of the warranty period, shall be stated in the warranty certificate issued by the Company to the Customer. For the avoidance of doubt, it is noted that any any mention of the warranty on the packaging or documentation supplied with the goods (except warranty certificate issued by the Company to the Customer) or any other document, relating to the purchase of the subject goods, shall apply only to the purchaser consumers.

XI. Protection of personal data

1. The Company hereby notifies the Subscriber that all of his/her data, insofar as it is according to European Regulation 2016/679 (GDPR) and Act 110/2019 Coll., on the processing of personal protected as personal data, which he has provided to the Company, including his address, are stored in the Company's database for fast and error-free processing. Processing of the provided data is carried out in accordance with the provisions of the relevant legislation in data protection regulations. The Subscriber, by registering in the Company's e-shop or by placing an order, the Customer consents to the Company's use of any data transmitted Subscriber's data for processing for the purpose of order fulfilment, and to for the Company's marketing purposes, in particular to offer services and products Company, sending information about the Company's activities, including by electronic means (in particular e-mail) within the meaning of the European Regulation 2016/679 (GDPR) and Act no. 480/2004 Coll., on certain information society services, for a period until revocation of this consent. The Subscriber shall be entitled to notify the Company in writing at any time that he/she does not agree with the use of his/her contact details by the Company in accordance with these Terms and Conditions, namely by written notice sent to the Company's registered office address via registered mail. In the case of an order of goods via the online shop Company's online shopping service, the Company will not be entitled to use the "data usage" field if the contact data if the data subject's consent is required for such use. The Company may entrust a third party with the processing of the aforementioned personal data, as a processor (delivery agent and others with whom the Customer will known to the Customer). The Subscriber acknowledges that consent to the processing of personal data to the above purposes is voluntary and may be withdrawn at any time or may Company to object to certain processing of personal data. In such case However, the execution of the order may be adversely affected.
2. The Customer has the right to modify the personal and contact data in the Company's database, by sending a request electronically to the following e-mail address: info@pokornyindustries.com
3. If the Subscriber discovers or believes that the Company or the processor carries out processing of his or her personal data that is contrary to the protection of private and personal life of the Subscriber or contrary to the law, in particular if the personal data inaccurate in relation to the purpose of the processing, he may request the Company or processor for an explanation or request that these entities eliminate the situation. In particular, this may involve blocking, rectification, completion or destruction personal data. For further information on the processing and treatment of personal data, you can Read more at: https://www.pokornyindustries.com/en

XII. Choice of law

1. The Purchase Agreement between the Company and the Customer shall be governed by the provisions of Act No. 89/2012 Coll., Civil Code, as amended.
2. Legal relations between the Company and the Customer in the delivery of goods and services shall be governed by the law of the Czech Republic. In the event of a dispute that cannot be resolved amicably the Company and the Customer agree on the jurisdiction of the Czech courts if the contract they agree otherwise.

XIII. Final Provisions

1. The Customer shall not be entitled, without the written consent of the Company, to set off against Company's claims arising from the delivery of the goods.
2. the Company shall take back the Subscribers' electrical equipment in accordance with the relevant legal regulations.
3. If any provision of these Terms and Conditions (Purchase Agreement) is invalid or unenforceable or becomes so, it shall not affect the validity and enforceability of its other provisions, provided that such provision can be severed from these Conditions (Purchase Agreement) as a whole. The parties shall use their best efforts to to replace such provision with a new one which is as far as possible in its content and effect similar to the invalid or unenforceable provision, within 30 days of the date on which the relevant provision of these Terms and Conditions (Purchase Agreement) has become invalid, contrary to or unenforceable, or when a party to the Contract has become aware of and informed the other Party, whichever is earlier.
4. The Company may unilaterally amend these Terms and Conditions at any time, subject to an amendment to these Terms shall be effective on the date of its posting, unless specified otherwise.