Terms and conditions

GENERAL BUSINESS TERMS AND CONDITIONS
of the business corporation eD system a.s., a.s. with its registered seat in Ostrava – Mariánské Hory, Novoveská 1262/95, Postal Code: 709 00, Czech Republic, Identification no.: 47974516, registered in the Commercial Register maintained by the Regional Court in Ostrava, Section B, File 2613, for sale of goods via on-line shop operated on the website edshop.edsystem.eu

I. BASIC PROVISIONS

I.1. These General Business Terms and Condition (hereinafter "GBTC") of the business corporation eD system a.s., a.s. with its registered seat in Ostrava – Mariánské Hory, Novoveská 1262/95, Postal Code: 709 00, Czech Republic, Identification no.: 47974516, registered in the Commercial Register maintained by the Regional Court in Ostrava, Section B, File 2613 (hereinafter the "Seller") regulate in accordance with the provisions of Section 1751 (1) of Act No. 89/2012 Coll., the Civil Code, valid and effective in the Czech Republic (hereinafter the "Civil Code") the mutual rights and obligations of the parties established in relation to or based on the purchase contract (hereinafter the "Purchase Contract") entered into between the Seller and any other legal entity or natural person – entrepreneur (hereinafter the "Buyer") via the Seller's e-shop. The e-shop is operated by the Seller on the website edshop.edsystem.eu (hereinafter the "Website") via the Website interface (hereinafter the "Website Interface").

I.2. GBTC apply to the extent the parties do not regulate their rights and obligations differently from these GBTC in another purchase contract or contract (hereinafter the "Purchase Contract").

I.3. GBTC exclusively apply to the cases where the person intending to buy goods from the Seller is an entrepreneur. Entrepreneur is a person, who individually and on their own account performs gainful activities as a trade or in a similar manner with the aim to do so systematically to achieve profit. Entrepreneur is also a person, who intends to purchase goods from the Seller and does so in relation to their own business, production or similar activities or in individual performance of their occupation, or a person acting on behalf of or on the account of the entrepreneur. Entrepreneur for the purpose of GBTC is a person who acts in accordance with the previous sentence within their business activities. Entrepreneur for the purpose of GBTC is also a public law corporation or a legal entity established by such corporation.

I.4. GBTC must be interpreted in accordance with the business practice in the respective industry known to the Buyer, and if such practice is not known to the Buyer, it must be communicated to the Buyer by the Seller upon request in writing. In the case of any difference between GBTC and the business practice, these GBTC shall prevail.

I.5. GBTC form an integral part of all offers to enter into contract, their acceptation and other binding acts of the Seller, which precede entering into the contract itself, and they also form an integral and binding part of every Purchase Contract entered into between the Seller and the Buyer, always in the valid and effective version. The Seller is not interested in being legally bound under other conditions than those specified in GBTC, unless otherwise agreed in writing. The Purchase Contract and GBTC are executed in English. The Purchase Contract may be entered into in English. If GBTC or the Purchase Contract are translated at any moment in the future, the English language version shall be decisive for their interpretation.


II. PROTECTION OF INDUSTRIAL RIGHTS AND COPYRIGHT

II.1. No right will be established for the Buyer to use registered trade marks, business names, company logos and patents of the Seller or other persons, whose products are included in the Seller's assortment, unless a special contract provides for otherwise.

II.2. No copyright software products will be transferred to the Buyer, and the Buyer shall not be entitled to interfere with the software products in any manner, to copy them or otherwise recreate them.

II.3. In the case of software products, the date of delivery is the date the goods are issued from the Seller's warehouse to the first carrier; the software use right will be transferred to the Buyer on the same date.


III. BUYER'S ORDER AND REGISTRATION

III.1. Purchase of goods via the Website is performed based on the Buyer's order placed on the Website.

III.2. Upon placing the order, the Seller shall automatically perform registration of the Buyer in the e-shop and shall open a user account for the Buyer. When placing an order, the Buyer is obliged to provide the following identification data:
a) Name (name and surname of a natural person, or name of a legal entity);
b) Delivery address;
c) Invoicing address (Buyer's registered seat);
c) Identification number;
c) Tax identification number;
a) Name and surname of the contact person;
f) Buyer's e-mail for communication with the Seller while shopping via Website;
g) Telephone number.
When ordering goods, the Buyer is obliged to correctly and truly provide all data. The Buyer is obliged to update the data provided under the user account whenever the data is changed.

III.3. The Buyer places orders for the goods by selecting the goods on the Website, putting them into shopping basket and clicking "Send order" (hereinafter "Sending the Order"). By Sending the Order, the Buyer confirms that it has become familiarised with these GBTC and accepts them without any reservation.

III.4. After the Buyer places an order on the Website, the Seller shall establish a user account for the Buyer and shall send the Buyer a confirmation of placing an order (hereinafter the "Confirmation of Placing an Order"), as well as the login data for the Buyer's user account. The Buyer notes that the Confirmation of Placing an Order does not mean accepting an offer to enter into a contract. The Seller is also entitled to refuse the Buyer's order.

III.5. The Buyer may access their user interface and place orders for goods (hereinafter the "User Account"). The Buyer notes that all orders placed via the User Account are considered as binding Buyer's orders placed under their name and on their account.

III.6. Access to the User Account is secured by user name and password. The Buyer is obliged to maintain the confidentiality of information needed to access the Buyer's User Account.

III.7. The Seller may cancel the Buyer's User Account, particularly in the case that the Buyer does not use their User Account for more than 6 months, if the Buyer violates their obligations according to these GBTC, and in the case of misuse of the User Account for any unfair practices or other conduct contradicting the rules of fair business relations.

III.8. The Buyer notes that the User Account may not be accessible non-stop, particularly with regard to the necessary maintenance of the Seller's hardware and software, or the necessary maintenance of hardware and software of any third parties.

III.9. Even when a User Account has been opened for the Buyer, the Buyer may still place orders for goods without registration, directly from the e-shop web interface. If the goods are purchased via the User Account, more favourable prices of the goods may be offered to the Buyer.

III.10. No purchase contract is entered into between the Buyer and the Seller upon sending the order or making the Buyer's registration, and the Seller will not become obliged to deliver to the Buyer the goods specified in the Buyer's order.

III.11. The Seller shall send the Buyer the order confirmation (hereinafter the "Order Confirmation") within 2 business days, such Order Confirmation to include:
a) Summary of the ordered goods;
b) Purchase price of the goods;
c) Price of transport;
d) Place of delivery of the goods;
e) Payment terms.
Order Confirmation will be considered as delivered to the Buyer at the moment it is sent by the Seller. The Seller is not obliged to send the Order Confirmation to the Buyer. If the Buyer disagrees with the data under letters a) or d), the Buyer is obliged to notify the Seller thereof within 24 hours from delivery of the Order Confirmation, otherwise the data will be considered as binding and correct.

III.12. The Purchase Contract for the goods according to the Buyer's order is entered into as late as upon the moment the Seller sends the Order Confirmation to the Buyer, and at the same moment the order will become binding for the parties.

III.13. If the Seller fails to send the Buyer the Order Confirmation within 2 business days from the date of sending the Buyer's order, it shall be understood that the Buyer's order has been rejected. Rejecting an order does not prevent the Buyer from placing another order on the Website.

III.14. The Confirmation of Placing an Order [clause III. 5. of GBTC], the User Account's login data [clause III. 4. of GBTC], Order Confirmation [clause III. 11. of GBTC] and any other communications shall be sent by the Seller to the Buyer's electronic address the Buyer provided upon placing the order [clause III. 2. of GBTC] or which is specified under the Buyer's user account [clause III. 5 of GBTC], unless the Buyer provides another electronic address to the Seller for such purpose.


IV. PURCHASE PRICE OF THE GOODS AND PAYMENT TERMS

IV.1. The Buyer is obliged to pay the Seller for the ordered goods the purchase price specified in the Order Confirmation [point III. 11. of GBTC].

IV.2. The Buyer notes that the purchase price of the goods quoted on the Website at the moment the order is placed may not correspond to the purchase price in the Order Confirmation. The final purchase price amount shall be calculated according to the Seller's pricelist applicable on the date the order is confirmed. The purchase price may change until the Order Confirmation date depending on changes in the conditions of the manufacturer or supplier of the goods, or due to foreign exchange differences, or due to mistake in the price quoted on the e-shop web interface as a result of error of the e-shop web interface. The purchase price of the goods specified in the Order Confirmation is always binding.

IV.3. The purchase price of the goods purchased via the Website is always quoted in EUR, USD or CZK, unless otherwise agreed between the parties.

IV.4. The purchase price may be paid in any of the following manners:
a) Bank transfer – the purchase price is considered as reimbursed upon crediting to the Seller's account;

IV.5. The Buyer is obliged to pay the purchase price of the goods within 5 days from the Order Confirmation delivery date.

IV.6. If the purchase price is not paid within 5 business days after delivery of the Order Confirmation, the Purchase Contract shall be terminated without further conditions.


V. DELIVERY OF THE GOODS

V.1. The Seller shall deliver the goods to the Buyer after payment of the full purchase price of the goods, usually within 3 business days after the purchase price payment. The Buyer notes that the delivery time may change depending on the conditions of the selected carrier, during holidays, etc. The expected delivery date depends on the moment of Order Confirmation, however it is only for orientation.

V.2. The Seller shall arrange for and pay the transport to the place of delivery of the goods.

V.3. The goods are considered as delivered once they are taken over by the Buyer at the place of delivery of the goods. If the goods are to be delivered to a person different from the Buyer, the goods will be considered as delivered to the Buyer upon delivery to such third party.

V.4. The Seller reserves the right to withdraw from the Purchase Contract for the goods, production of which was stopped by the manufacturer or supplier, or if the Seller terminated business cooperation with such supplier or manufacturer, or where a new version of the respective goods is introduced in the market. The Seller shall notify the Buyer of the aforementioned and shall refund the already paid purchase price of the goods, to which the Purchase Contract cancellation applies. Issue of a credit note will be considered as the Seller's withdrawal from the Purchase Contract within the meaning of this clause of GBTC.

V.5. The Seller shall notify the Buyer of the expected delivery date at least 1 business days in advance.

V.6. The Seller shall issue an invoice – tax document to the Buyer for the delivered goods, which shall be handed over to the Buyer along with the goods. If the place of delivery is a registered seat of a person different from the Buyer, the Buyer's obligation to pay the purchase price of the goods to the Seller shall not be thereby affected.

V.7. The Buyer is obliged to take delivery of the supplied goods at the place of delivery of the goods. If the Buyer's obligation to properly take over the goods is violated, the goods will be returned to the Seller, and redelivery to the Buyer will only be performed after the Buyer pays the Seller the costs of repeated transport of the goods to the Buyer. If the Buyer fails to take over the goods, the Seller is also entitled to withdraw from the Purchase Contract. Issue of a credit note will be considered as the Seller's withdrawal from the Purchase Contract within the meaning of this clause of GBTC.

V.8. The Buyer is obliged to check the goods delivered by the Seller without undue delay after the goods are delivered. Before signing the list of the supplied goods, the Buyer is particularly obliged to check the data provided in the waybill or another similar document. If the data is contrary to reality, if the original packaging (cardboard box in the case of packages, foil wrap in the case of pallet shipments) is interfered with or otherwise damaged or if the original unique tape, or the number of packages on the pallet is different in the case of pallet shipments, the Buyer is obliged to specify such fact in the waybill or in another similar document of the carrier, and execute a damage report with the carrier, or to refuse the goods as a whole. The Buyer is obliged to immediately inform the Seller about the aforementioned facts. If the Buyer fails to inform the Seller about the delivery defects within 3 days, it will be understood that the goods have been properly delivered.

V.9. By signing the document of delivery, the Buyer confirms proper delivery of the ordered goods and the takeover of the goods.

V.10. The title to the goods and the risk of damage to the goods shall pass to the Buyer at the moment the goods are taken over.

V.11. The declaration of fulfilment of conditions for marketing a packaging is in accordance with the Act No. 477/2001 Coll. on Packaging as amended, and is available to be seen by the Buyer at the Seller's electronic address www.edsystem.cz.

V.12. The Seller declares that in marketing the goods, it fulfils the obligations pursuant to Act No. 22/1997 Coll. on Technical Requirements for Products in the version applicable in the Czech Republic. The Declaration of Conformity within the meaning of Section 13 of the Act can be seen and is available to the Buyer at the Seller's website www.edsystem.cz.


VI. LIABILITY FOR DEFECTS OF THE GOODS

VI.1. The Seller's liability for defects of the goods and the Buyer's rights resulting from defects of the goods are governed by the Complaint Rules (edshop1.edsystem.eu/returns).


VII. BUSINESS HOURS

VII.1. Ordering the goods via the Website is possible non-stop, 24 hours a day, 7 days a week.

VII.2. In the case of any Website failure or force majeure circumstances, the Seller will not be responsible for non-keeping the business hours of the Website.


VIII. COMMON COVENANTS

VIII.1. Any and all legal acts subject to these GBTC as well as the rights and obligations resulting from GBTC and the Purchase Contract or relating to them are governed by the legal rules of the Czech Republic, particularly by Act No. 89/2012 Coll., the Civil Code, in the version valid and effective in the Czech Republic.

VIII.2. If these GBTC refer to business days, such business days shall mean the days being business days in the Czech Republic and according to the legal rules of the Czech Republic.

VIII.3. Any and all legal disputes concerning the rights and obligations resulting form or otherwise relating to the Purchase Contract and these GBTC shall be resolved before the courts of the Czech Republic with the local and subject-matter jurisdiction. The local jurisdiction depends on the Seller's registered seat.

VIII.4. No remission of debt will occur between the parties in the case that either party grants a quittance to the other party or returns a debenture without settlement of the debt. If the quittance is issued for the principal of a receivable, it shall not apply to the receivable's accessions.

VIII.5. The Buyer must not assign any receivables resulting from or relating to any Purchase Contract or GBTC to any third party. If the ban on assignment is violated, the Buyer will be obliged to pay the Seller a contractual penalty equalling the nominal value of the receivable assigned contrary to these GBTC.

VIII.6. Any manifestation of will made by the parties in negotiating the contract, or any manifestation of will made after concluding the contract must not be interpreted contrary to the express provisions of these GBTC and the concluded contract, and shall not establish any commitment of either party.

VIII.7. The Seller is entitled to withdraw from the concluded Purchase Contract in the following cases:
a) The Buyer enters liquidation;
b) Insolvency proceedings have been initiated against the Buyer.
In all cases where the Seller is entitled to withdraw from the Contract in accordance with law, Purchase Contract and these GBTC, the Seller will have the right to withdraw from this Contract without any limitation by time in relation to the moment when the reason, for which the Seller may withdraw from the Contract, occurred.

VIII.8. The parties hereby agreed upon a general limitation period for the rights resulting from the Purchase Contract or violation thereof to be four (4) years in accordance with the provisions of Section 630 of the Civil Code.


IX. FINAL PROVISIONS

IX.1. These GBTC are binding for the contractual relationships entered into by eD system a.s., a.s. from the date GBTC are published. eD system a.s., a.s. reserves the right to unilaterally change GBTC if the applicable legal regulations or business policy of the company are changed. Such change and its effectiveness shall be announced by the company at least one month in advance by publication at the electronic address edshop.edsystem.eu, and if possible, the company shall electronically notify all of its known business partners of the change.

IX.2. If the aforementioned provision or more provisions of GBTC is/are invalid, colourable, ineffective or otherwise non-exercisable and/or becomes such during the term of the Purchase Contract, such fact shall have no effect on validity, effectiveness or exercisibility of the other provisions of GBTC. The parties hereby agree that they shall replace any invalid, colourable, ineffective or otherwise non-exercisable provision of GBTC by another valid, effective or exercisable regulation as close as possible to the economic purpose of the invalid, colourable, ineffective or otherwise non-exercisable provision.

IX.3. The Buyer declares that they have carefully read the content of these GBTC. In relation to the formulations and covenants of these GBTC, the Buyer declares that they understand them and apprehends their meaning, that they do not include any covenants surprising for the Buyer, and that the Buyer is aware of all rights and obligations resulting for the parties from these GBTC or from violation of these GBTC.