Terms and Conditions of ITS Joint Stock Company

Article 1.

1.1 In accordance with Section 1751 of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the "Civil Code"), these Terms and Conditions determine part of the content of all contracts (including oral contracts) concluded by ITS Joint Stock Company, identification number: 148 89 811, with registered office: Prague 3, Vinohradská 184, registered in the Commercial Register maintained by the Municipal Court in Prague, Section B, Insert 431 (hereinafter referred to as the "Seller") with its business partners (hereinafter referred to as the "Purchaser") who purchase - take goods from ITS akciová společnost from its current assortment (hereinafter referred to as the "Goods").

1.2 For the avoidance of doubt, any contract of sale as well as any other contract concluded between the Seller and the Buyer for the supply of goods (hereinafter referred to as the "Contract") shall include these Terms and Conditions to the extent that no deviation from the contents of these Terms and Conditions is agreed under the express provisions of the Contract. By entering into the Contract, the Buyer agrees to these Terms and Conditions and expressly accepts them. By entering into the Contract, the Buyer confirms that he has read and understood the wording of these Terms and Conditions and that he does not consider any of their provisions to be such that he could not reasonably have expected. The Seller shall deliver the Goods to the place of performance and allow the Buyer to acquire title to them. The Buyer shall take delivery of the Goods, inspect and acquaint himself with their condition at the time of delivery and pay the Seller the purchase price of the Goods. The buyer is obliged to take delivery of the goods even if only a part of them is delivered.

1.3 Any deviation from these Terms and Conditions requires the written agreement of the Seller and the Buyer. Deviating provisions given by contract shall prevail over the wording of these Terms and Conditions.

1.4. Unless otherwise agreed in writing by the parties, no other terms and conditions of the buyers, even if stated on their own forms or other documents, shall be binding on the seller, ITS, a.s.; the buyer’s terms and conditions are expressly excluded.

1.5 The buyer is a consumer or an entrepreneur.
A consumer within the meaning of Section 419 of the Civil Code is any person who, outside the scope of his business activity or outside the scope of his independent exercise of his profession, concludes a contract with an entrepreneur or otherwise deals with him.

For the purposes of Section 420 of the Civil Code, a businessperson is defined as a person who independently carries out a profit-making activity on their own account and under their own responsibility, through a trade or similar means, with the intention of doing so on a regular basis for the purpose of making a profit. For the purposes of consumer protection, an entrepreneur is also considered to be any person who enters into contracts related to their own commercial, manufacturing, or similar activities or in the independent practice of their profession, or a person acting on behalf of or for the account of an entrepreneur.

These terms and conditions are without prejudice to the rights of the consumer, which are provided for by the applicable legislation.

1.6 Any presentation of the goods placed
(i) on the Seller's website as well as
(ii) in the Seller's documentary materials, including advertising manuals, brochures, advertising leaflets, etc.
is of an informative nature, does not constitute (i) an offer, (ii) a proposal for the conclusion of a contract or (iii) any other legal action aimed at the conclusion of a contract and the Seller is not obliged to conclude a purchase contract in respect of these goods. Section 1732(2) of the Civil Code is expressly excluded.

1.7. Silence, oral agreements, or implied consent within the meaning of the Civil Code, as expressions leading to the conclusion of a partial or any other agreement, are excluded.

Article 2. Prices and Offers

2.1 All prices are contractual. Prices are exclusive of VAT and do not include shipping, packaging and installation costs, unless expressly stated otherwise. The Seller is entitled to charge VAT at the statutory rate.

2.2 Section 2108 of the Civil Code shall not apply.

2.3. The Buyer’s order must be sufficiently specific (i.e., it must contain the required elements of an order as set forth in the offer), must be in writing in the cases specified in these Terms and Conditions, and must be placed by an authorized person. The Buyer’s response to the offer (order) that does not substantially alter the terms of the offer cannot lead to the conclusion of a contract, except in cases where the Seller confirms such an order. The Seller’s offer does not become binding unless the Buyer accepts the entire content of the offer without any changes, additions, or deviations.

2.4. The Seller shall prepare a specific, non-binding, and revocable price quote as soon as possible after receiving a specific inquiry from the Buyer. The price stated in the quote is guaranteed to the Buyer for the period specified in the quote, unless otherwise stated. If the Buyer agrees, they are required to confirm the Seller’s specific price quote in writing with the handwritten signature of a person authorized to act on behalf of the Buyer and to deliver the confirmed specific price quote to the Seller; Electronic confirmation of the offer (“orders via email”) is permissible based on a prior written agreement between the parties. By confirming the specific price offer, the buyer expresses their agreement with the prices stated in the seller’s specific price offer. The seller’s specific price quote, confirmed by the buyer, is then binding for all of the buyer’s orders for the goods listed in that specific price quote delivered to the seller during the term of validity of such specific price quote.

2.5 The Seller shall be entitled to adjust the prices of the goods in comparison with the prices stated in the offer, even just before delivery, in the event of changes in the exchange rate exceeding 3%, customs duties or taxes according to the applicable legislation. However, the Seller must notify the Buyer of such changes. The Buyer shall then be obliged to pay the Seller the price of the Goods, if any, so changed.

2.6 Ownership of the goods passes to the buyer at the moment of full payment of the purchase price to the seller.

Article 3. Discounts and sales promotions

3.1. The seller will specify any applicable discounts in the specific offer. Unless expressly stated otherwise, no additional discounts apply to the rebates or discounts listed in the specific offer. No additional discounts, rebates, bonuses, etc., apply to sales promotions published on the Seller’s website, unless expressly stated otherwise.

Article 4. Orders

4.1 The Buyer shall order goods from the Seller on the basis of a written order; if so agreed in writing by the parties, the Buyer may also send orders by e-mail. Orders are always binding on the Buyer. The contract is concluded upon confirmation of the order by the Seller. The Seller is entitled to refuse the order.

4.2 Orders for goods that are not in standard stock or orders for a larger quantity of goods than the standard stock, the buyer is always obliged to make in writing well in advance of the required delivery date, always according to the current delivery dates of the seller. Written orders of this kind shall either be confirmed in writing by the Seller with an indication of the delivery date or rejected in writing. Other orders may be made by e-mail, if the agreement of the parties so permits.

Article 5. Delivery and dispatch

5.1 Unless otherwise agreed in writing by the parties, the place of performance for delivery of the goods and payment is Prague, the Seller's registered office.

5.2 Unless otherwise expressly agreed by the parties, the forwarding shall be carried out at the account and risk of the Buyer, in the manner customary for the Seller. The Seller's obligation to deliver the ordered goods to the Buyer is fulfilled at the moment when the Seller allows the Buyer to dispose of the goods in the Seller's warehouse at Vinohradská 184, Prague 3 at the agreed time of performance or at a time notified by the Seller to the Buyer, unless otherwise expressly agreed between the Buyer and the Seller.

5.3 The Buyer shall be obliged to pay all costs incurred for the goods dispatched by express if the Buyer has requested express dispatch of the goods. The Seller shall notify the Buyer of this fact in advance.

5.4. The Buyer is required to inspect the delivered goods thoroughly and completely, exercising due professional care, for any defects and to ensure the completeness of the delivery, upon receipt of the goods. The Buyer shall confirm to the Seller that the delivered goods are free of defects by signing the Seller’s delivery note.

5.5. The risk of damage to the goods passes to the buyer upon delivery of the purchased item or upon the moment the purchased item is handed over to the first carrier for transport to the buyer, whichever occurs first. The risk of damage to the goods also passes to the buyer if the seller fails to provide the buyer with the necessary documents, or fails to issue instructions or provide other cooperation agreed upon in the contract or required by the seller. The provisions of Section 2125(2) of the Civil Code do not apply to this contractual relationship.

5.6. Events of force majeure (i.e., extraordinary, unforeseeable, and insurmountable obstacles arising independently of the Seller’s will, such as natural disasters, strikes, etc.) shall relieve the Seller of its delivery obligations for the duration of such an obstacle, without the Seller being in breach of any contractual obligation and without the Buyer being entitled to compensation for loss or damage.

5.7 In the event of a breach of the Buyer's contractual obligations, the Seller has the right to withhold the delivery of the ordered goods until the Buyer agrees on a remedy.

5.8. If the buyer fails to collect the ordered goods properly and on time, this constitutes a breach of contractual obligations on the part of the buyer. If the buyer fails to cooperate in the handover of the purchased item (cooperation upon acceptance) or fails to accept the goods in accordance with the contract, the buyer is always obligated to reimburse the seller for all costs, particularly costs related to the shipment and delivery of the purchased goods, as well as all damages caused to the seller by the breach of this obligation, including lost profits and all consequential and indirect damages. For the avoidance of doubt, failure to confirm the delivery note does not in any way imply that the goods were not delivered and handed over.

5.9 The Buyer is obliged to provide the Seller with all required and necessary cooperation in connection with the performance of the Contract.

5.10. The Seller is entitled to deliver the goods to the Buyer even before the agreed delivery date and the Buyer is obliged to take over the goods in such a case; the provisions of § 2101 (1) sentence 2 and sentence 3 of the Civil Code do not apply to the contract.

Article 6. Claims and warranties

6.1. The buyer is required to report obvious defects to the seller in writing immediately upon delivery of the goods, but no later than 5 business days after receipt; otherwise, the buyer’s claims against the seller arising from such defects shall lapse. The buyer is required to report hidden defects in the goods to the seller in writing without delay, no later than 5 business days from the date of their discovery; otherwise, the buyer’s claims against the seller shall lapse.

Except as provided by applicable law, the seller shall not be liable for defects in the goods if such defects were caused by the fault or contributory negligence of the buyer and/or a third party, particularly as a result of improper storage, improper handling, incorrect installation, insufficient maintenance, or unprofessional repairs or modifications, as a result of force majeure (i.e., extraordinary, unforeseeable, and insurmountable obstacles arising independently of the seller’s will), incorrect or unprofessional use, or use of the goods for a purpose other than that specified in the contract, or due to natural wear and tear of the goods, or if the buyer fails to provide the seller with the necessary cooperation.

Defects in the goods do not constitute grounds for the buyer to withdraw from the contract, unless, even after 30 days have elapsed since the buyer’s written notice of defects was delivered to the seller, the defects remain unresolved, or the seller has not at least initiated steps to resolve them. The seller acquires ownership of the replaced parts at the time of replacement, unless the parties agree otherwise.

6.2. The Seller warrants that the goods are fit for their intended purpose. The warranty period begins on the date of delivery of the goods and ranges from 12 to 36 months (depending on the type of product), with the specific duration of the warranty period always specified in the delivery note for the relevant product. The Buyer has no rights under the warranty if the defect was caused by an external event after the risk of damage to the goods has passed to the Buyer.

6.3. A claim will not be considered if the buyer has not acted in accordance with these Terms and Conditions, the instructions for use, the technical manual, applicable standards, generally binding legal regulations, or generally applicable rules for the use of the goods.

6.4. The warranty period is suspended from the date the claim is filed until the date the buyer takes possession of the goods following the resolution of the claim, or until the date the buyer was required to take possession of the goods following the resolution of the claim.

6.5. Exercising Rights Arising from Defects Covered by the Warranty:
The warranty period for the relevant product is always specified by the seller in the delivery note; rights arising from defects covered by the warranty are governed by these Terms and Conditions. The buyer must exercise rights arising from warranty defects with the seller. The buyer is obligated to report defects covered by the warranty to the seller in writing immediately upon their discovery; otherwise, the buyer’s claims against the seller shall lapse. When exercising a claim for warranty defects (complaint), the buyer is obligated to present the delivery note. Without the submission of a properly completed delivery note, or if the delivery note contains illegible, altered, or otherwise modified information, or in the event of a change, removal, or damage to the identification information on the goods, the complaint cannot be accepted.

The warranty does not cover damage to the goods or the worsening of a defect caused by the use of the goods after the defect was discovered.

6.6 Limitation and exclusion of warranty:

6.6.1. The warranty does not cover defects or damage to the goods resulting from:
a) exposure to fire, water, static electricity, or power surges in the electrical grid; accidents; wear and tear; mechanical damage; or the installation of components from other manufacturers.
b) improper handling of the goods, or any unprofessional intervention in the goods performed by a person other than the seller or the manufacturer’s authorized service center;
c) handling the goods in violation of the user manual, technical manual, technical standards, or safety regulations applicable in the Czech Republic, or at the location where the goods are installed. Instructions for use of the goods issued by the manufacturer are considered an integral part of the User Manual;
d) use of the goods for a purpose other than that for which they are intended;
e) unprofessional installation, alterations, or modifications;
f) use of non-original spare parts, accessories, or consumables;
g) improper or insufficient maintenance;
h) exposure to external influences;
i) use of the goods in an excessively dusty, humid, dirty, or smoky environment.

6.6.2. The warranty also does not apply to the following circumstances, which cannot be considered a breach of the purchase agreement within the meaning of Section 2161 of the Civil Code:
a) wear and tear of the goods or their parts caused by normal use
b) power overload or external mechanical damage, as well as any modification or alteration (intentional or accidental) of the goods’ parameters compared to the specifications stated in the user manual or technical manual, provided such modifications were performed by a person other than the seller or the manufacturer’s authorized service center,
c) damage to the goods caused by a power surge or a lightning strike
d) discrepancies caused by use of the goods other than normal use,
e) complaints regarding product specifications not listed in the User Manual, Technical Manual, or other commercial and technical documentation provided by the manufacturer or seller, or in binding technical standards,
f) alleged defects that the buyer is unable to credibly demonstrate or otherwise substantiate when filing a complaint,
g) necessary service inspections and service interventions within the scope of user settings, cleaning, or other interventions that, according to the user manual or technical manual, are listed among the activities to be performed by the buyer as part of normal use or routine maintenance of the goods
h) complaints regarding the parameters and characteristics of the goods listed in overview catalogs and promotional leaflets in which the right to change parameters is specifically reserved, provided such changes do not significantly alter the behavior of the goods,
i) printing errors and inaccuracies in overview catalogs or promotional leaflets.

6.7. In the event of a valid complaint by the buyer, the seller has the right to unilaterally decide on the remedy for defects in the goods (repair, delivery of new goods, or a reasonable discount). The seller thus reserves the right to decide on the method of resolving the complaint at its discretion, unless otherwise provided by applicable law. If the warranty conditions are met, all defects covered by the warranty will be resolved primarily through repair. The seller may always replace the defective goods with new goods instead of repairing them, provided this is not disproportionate given the nature of the defect, or replace the defective component (part) with a defect-free one. In this case, the replaced goods, or their component (part), become the property of the seller. In the event of an irreparable defect in the goods, or their component (part), the defective goods, unless this is disproportionate given the nature of the defect, or their defective component (part), will be replaced with a defect-free one. The scope of the buyer’s claims arising from defects covered by the warranty is governed exclusively by these Terms and Conditions; any other claims by the buyer are excluded. The provision of the warranty does not affect the buyer’s other rights related to the purchase of the goods under specific legal regulations.

6.8 Technical data and labels for the use of the goods do not constitute a guarantee for the quality of the goods.

6.9. The Seller shall not be liable for defects in goods that have been used without the Buyer first verifying that they conform to the order (hereinafter referred to as a “delivery error”). If, upon inspection of the goods, the buyer discovers any delivery errors or discrepancies from the order or the contract, the buyer is obligated to notify the seller of this in writing without delay and to prevent the use of the incorrectly delivered goods. In such a case, the seller is obligated to immediately remedy the situation at its own expense. If the buyer does not report an error in the delivery immediately upon receipt of the delivered goods, it is deemed that all ordered goods were properly delivered by the seller in accordance with the contract. In such a case, the seller is not liable for defects in these goods arising from an error in the delivery of the goods.

6.10. The Buyer is always obliged to file a complaint with the Seller in writing.

6.11. The Seller is entitled to unilaterally set off any of its claims against the Buyer—whether due or not—for payment of the purchase price or purchase prices for delivered goods against any claim the Buyer may have against the Seller arising from any claims for defects in the goods.

Article 7. Payment Terms

7.1 Unless otherwise agreed in writing, the price is payable before delivery of the goods to the Buyer, whereby payments to the Seller must be made by bank transfer, credit card or cash. In the case of payment by bank transfer, the Buyer's obligation to pay the Seller the price of the Goods shall be fulfilled at the moment the amount corresponding to the full amount of the price is credited to the Seller's account.

7.2 The Seller shall be entitled to apply any payment made by the Buyer to the payment of any of the Buyer's previously due obligations to the Seller, even if the Buyer determines which of its obligations to the Seller it is fulfilling.

7.3. If the buyer fails to meet the conditions set forth in Section 7.1 of these Terms and Conditions, the seller is entitled to refuse to deliver the goods or to suspend delivery of the goods.

Article 8

8.1. The Seller is entitled to terminate the contract for reasons specified in applicable laws and regulations, as well as in the event that the Buyer is more than 30 days late in paying the price of the goods. The Seller is also entitled to terminate the purchase contract if the Buyer is in default with the fulfillment of its other obligations and duties arising from or related to the performance of the contract and fails to remedy the situation within 15 days of receiving the Seller’s written notice of such default and a request for remedy; however, the buyer’s delay in fulfilling other obligations arising from the purchase agreement may not exceed 30 days; otherwise, the seller is entitled to withdraw from the purchase agreement.

8.2. The Seller is also entitled to withdraw from the contract if insolvency proceedings are initiated against the Buyer, enforcement proceedings are initiated against the Buyer, or a motion is filed for the issuance of any decision, or such a decision is issued directly, which restricts the Buyer’s right to dispose of its assets, restricts the Buyer’s business activities, or restricts or prevents the Buyer from fulfilling its financial obligations.

8.3. Termination of the contract does not affect the buyer’s financial obligations that have already arisen. Termination of the contract by any means provided for by law or the contract does not affect, in particular, the validity and enforceability of all obligations establishing the buyer’s duty to pay the purchase price or a portion thereof, related fees and costs (including shipping, handling, etc.), interest on late payments, damages, contractual penalties, and any other penalties.

8.4. The Seller is liable only for actual damages caused to the Buyer by a proven and culpable breach of its obligations; the Seller is not liable for indirect damages or lost profits. If the actual damage consists of the creation of a debt, the buyer has no rights; in particular, the buyer has no right to have the seller discharge the debt or to receive compensation. In cases of dispute, the buyer is obligated to prove the seller’s fault. The seller’s liability for damages is limited, by agreement of the parties, to a maximum amount corresponding to 100% of the price of the delivered tangible goods (hardware) excluding VAT for the entire duration of the contract. The seller shall in no event be liable for consequential damages. The buyer is not entitled to assert any claims against the seller arising from production losses, lost profits, loss of business contacts, consequential or indirect damages or losses of any kind (including any damages resulting from loss of business profits, decline in turnover, business interruption, loss of credibility, damage to reputation, loss of business information, or any other financial loss or damage, etc.).

8.5 The second sentence of Section 1764, Section 1765 and Section 1766 of the Civil Code shall not apply to the contract.

8.6 Sections 1799 and 1800 of the Civil Code shall not apply to the contract.

8.7 These Terms and Conditions are governed by the laws of the Czech Republic.

8.8 These Terms and Conditions come into effect on 1 August 2014 and replace the previous Terms and Conditions in their entirety.