Terms and Conditions ORBIT MERRET, spol. s r.o.

Terms and Conditions ORBIT MERRET, spol. s r.o.

1. Use of Terms and Conditions
1.1 These General Terms and Conditions (hereinafter referred to as the “GBT”) further define and specify mutual rights and obligations between ORBIT MERRET, Inc., VAT No. CZ 00551309, with its registered office at Klanova 81/141, 142 00 Prague 4 as the seller or service provider (hereinafter referred to as “OM”) and its business partners (hereinafter referred to as “Partner”) in the sale and purchase of goods, service of goods and provision of services (hereinafter referred to as “goods”).
1.2 The GBT are an integral part of the order on the basis of which the Partner ordered the goods from OM. The Partner acknowledges and agrees that the contractual relationship with OM will be governed by these Terms and Conditions.
2. Method of Contract Conclusion
2.1 The goods will be delivered on the basis of a Partner´s written order sent by e-mail, post or fax, in exceptional cases also by a verbal or telephone order. The partner is obliged to state in his order at least the following:
- identification data incl. VAT paying information
- person authorized to act on behalf of the Partner
- detailed description of the goods, determined by quantity, type and quality
- requested lead time and place of delivery
- proposal for conclusion of a detailed written contract if the subject of the order is a requirement that is not specified on OM website or if it requires any other specific options. As well as unambiguous determination of the subject of performance according to OM technical documentation or other specific requirements for the subject of performance (incl. service).
2.2 OM notifies the Partner within 3 working days after receipt of the order, usually via e-mail communication, of acceptance of the contract and quantifies the price of the ordered goods. Within two working days from the date of receipt of the acceptance with the price of the goods, the partner has the possibility to inform OM in the same way that it withdraws from the contract due to the price disagreement. In this case the contract expires. Amendments and changes in the order are valid only by agreement of both parties. If OM does not confirm the order within the above-mentioned period of 3 working days, the contract has not been concluded and OM has no obligations to the Partner.
3. Contract Conclusion
Contract is considered concluded:
3.1 By sending the Order Confirmation.
3.2 By conclusion of a written contract if it is suggested by either party or if the subject of the order is goods not listed on OM website.
3.2 By paying a deposit if the subject of performance exceeds the price of 5.000 € or if the Partner requests a non-standard performance and OM in its Order Confirmation sets a deposit and stipulates its payment as a condition for contract conclusion. The deadline for performance starts on the day the deposit is credited to OM account.
4. Delivery of goods
4.1 OM undertakes to deliver the goods in quality, design and within the agreed time specified in the order, usually within 2-21 days. In case of special goods and larger deliveries within 3-8 weeks.
4.2 The place of delivery shall be either registered office of OM, check-out place of OM or handover of the goods to the first public carrier. This should be agreed in the contract. The costs associated with transportation are paid by the Partner. By accepting the goods, the Partner acquires the ownership right to the goods and at the same time the risk of their damage passes on him.
4.3 If the subject of delivery is SW or HW, the Partner is obliged to inspect the goods received with professional care no later than 7 days from the moment of handover, and to inform OM of detected defects. After receipt of a written notification from the Partner, OM is obliged to rectify the defects of the goods without undue delay. The Partner is not obliged to take over the goods with defects or in other than ordered quantity. In case of delay in delivery of goods on the part of OM, the Partner is not obliged to take over the goods either. However, this shall not apply if such a condition has been stated in the order or if the parties have agreed otherwise. The Partner shall confirm the take-over of the goods in writing.
4.4 OM assumes a standard use of the subject of performance. Any specific requirements for the subject of performance must be explicitly stated in the order.
4.5 Fulfillment of all Partner´s obligations is a condition for compliance with the OM lead time.
4.6 The expected date of performance is stated in the order confirmation. In exceptional cases, OM may change (shorten or extend) the period of performance, but must immediately notify the Partner of this change.
4.7 Delays in the lead time of subcontractors, strike, export or import bans, war as well as other cases of force majeure release OM of the obligation to meet the lead time and thus to pay for any damage or sanctions for failure to comply with in time.
4.8 If the goods are agreed to be taken over at the registered office of OM, the moment, when the Partner, being informed by OM about the readiness of the goods for dispatch, had the opportunity to take over the goods is considered as fulfillment of the contract.
4.9 The costs associated with delivery to a place of performance other than the OM registered office, shall be borne by the Partner.
4.10 If the Partner fails to take over the goods for reasons on his part, he shall bear the costs associated with repeated delivery or return of the goods back to OM.
4.11 If the Partner discovers any non-compliance with the delivery note, difference in quantity and type of performance, apparent damage to packaging or goods, he is obliged to inform OM or the carrier immediately and make a note of it in writing on the OM delivery note or on the carrier´s delivery note, but not later than within 2 working days of receipt of the goods. Later complaints need not be taken into account by OM.
5. License
5.1 If the subject of the delivery is software, OM provides a non-exclusive license to the goods under copyright law for all modes of use by delivering the goods, without time limitation, i.e., for the duration of the proprietary rights to the copyrighted work, without territorial restrictions on the exercise of the right and without any quantity limitation, unless the order specifies otherwise. If the contractual relationship is not governed by the supplier's licensing terms based on mutual agreement of the contracting parties, it is assumed that this article applies.
5.2 In the case of software, OM is entitled to back up data in accordance with standard IT procedures and to make backup copies for this purpose.
5.3 The Partner is obliged to inform OM in advance and in writing of any facts that may affect the use of the goods.
5.4 OM warrants that the Partner´s use of the goods will not violate any rights of third parties.
6. Price and payment terms
6.1 Purchase price of the goods is determined by the current OM price list. However, the final price is set in the Order Confirmation.
6.2 Purchase price on any confirmed order of OM is final, unchangeable and includes all expenses, costs and OM guarantees related to the delivery of goods, including shipping costs. Change of the purchase price is possible only by a written agreement.
6.3 The Partner is entitled to request in advance a binding price offer (hereinafter referred to as the “offer”), which is valid for 21 calendar days from the date of issue, unless stated otherwise.
6.4 The prices of the subject of performance stated in the offer do not include any related services unless expressly agreed otherwise. Any request for provision of related services must be stated by the Partner in the order.
6.5 OM will issue a tax invoice for the delivered goods with a maturity of 14 days from its delivery or handover.
6.6 If the Partner is in default in payment of the price according to the tax invoice, OM has the right to charge the Partner interest on late payment of 0.05% of the outstanding amount for each day of the delay. During the period of delay in payment, OM is not obliged to fulfill any other obligation to the Partner, even if such obligation arose under the contract.
6.7 OM is entitled to transfer its claim on Partner´s money to a third party.
7. Duty of quality control and defect reporting
7.1 OM warrants that the goods will have the required characteristics and that they don´t infringe the rights of any third party. If the goods prove to be defective, OM will meet its obligation arising from liability for defects by providing new impeccable goods, or by eliminating the defect or by providing a reasonable discount on the purchase price. The Partner shall notify OM, without undue delay, which option he has chosen. In case of legal defects, OM will meet its obligations arising from liability for legal defects by granting a non-contradictory license (right of use) to the delivered goods, or at its own discretion by providing an equivalent replacement of the goods or modified goods.
7.2 If the defects of the goods repeatedly prevent their use, the Partner has the right to withdraw from the contract.
7.3 If a third party declares that the exercise of the rights under the license to the delivered goods violates its rights, the party, who received this declaration, is obliged to inform the other party of the contract in writing and without delay, otherwise it is liable for any damage resulting therefrom.
8. Warranty
8.1 OM is obliged to deliver goods in the quality and design agreed with the Partner. OM provides a warranty of 60 months for the delivered goods, unless another term is agreed. The warranty period starts on the day of handover/takeover of the goods.
8.2 If a defect occurs during the warranty period, the Partner is entitled to request its repair for free. The Partner shall notify OM of the warranty defect by e-mail, registered letter or by fax. OM is obliged to settle the claim within 30 days from the date of its notification. The warranty period is extended by the period, during which the Partner could not use the goods. If the goods are replaced, a new warranty period will be provided.
8.3 The Partner acknowledges that if he or she attempts to repair the defect of the goods by himself or through a third unauthorized or unqualified party, the right to claim the warranty defect expires at the moment of such intervention.
8.4 OM is not liable for any damage caused by improper storage, incorrect external wiring, for damage caused by external influences, especially effects of electrical quantities of unacceptable range, improper installation, incorrect adjustment or incorrect operation.
8.5 OM is only liable for actual damages caused to the Partner, not for the loss of profit, indirect damages or damages to third parties. The Parties agree to limit the amount of damage reparation in such manner that the total amount of reparation incurred pursuant to or in connection with this Agreement shall in no case exceed 50% of the total price for performance (goods) under this Agreement. The Partner declares that
this amount corresponds to the maximum amount of damage that is foreseen as a possible consequence of a breach of OM‘s obligation.
9. Termination of the Contract
9.1 The contract terminates by fulfillment of mutual obligations. OM and the Partner are free to terminate their contractual relationship any time earlier by a written agreement of both parties. The agreement should include mutual settlement.
9.2 Consequences of an early termination of the contract:
- in the event of termination for reasons on the part of the Partner after the order has been confirmed or a written contract has been concluded, OM is entitled to demand from the Partner an amount corresponding to 20% of the agreed price.
- if the Partner unlawfully returns properly delivered goods, OM has the right to a penalty of 50% of the total price of the delivery. Sanctions are payable within 10 days of the date on which they were billed by OM.
10. Final Provisions
10.1 The rights and obligations arising from the contract between OM and the Partner are governed by the Czech legal system.
In case of a conflict between the concluded contract and these GBT, the contract shall prevail, unless the parties agree differently. All disputes arising from and in connection with the concluded contract shall be resolved by the locally competent court of OM. If any of the provisions of these GBT proves to be invalid or ineffective, this shall not affect the validity or effectiveness of the other provisions.
10.2 Each of the parties to the contract, concluded in accordance with these GTB, undertakes to maintain confidentiality, to keep secret all confidential information and business secrets of the other party obtained in connection with mutual contractual relations, and to use such information only for the fulfillment of its obligations under the contract. Regardless of the form of their existence, information relating to the contract between OM and the Partner (in particular information on the rights and obligations of the parties as well as information about prices) or one of the parties
(in particular trade secrets, information on their activities, structure, financial results, clients, know-how), information for which a special confidentiality regime is required by law, or information that one party has designated as confidential and has made the other party aware of it.
10.3 OM is entitled to unilaterally amend these GTB, provided that their new version will be promptly sent to all regular partners and at the same time published on the OM website. The Partner is obliged to become acquainted with the new GTB. These GTB
are valid and effective from 1 June 2016.