Business Terms and Conditions

General Business Terms and Conditions of Marpos, s.r.o.

Article I.
Introductory provisions and validity of the General Business Terms and Conditions

1. Marpos, s.r.o., with its registered office at Mitrovická 598/411d, 724 00 Ostrava Nová Bělá, Company ID: 60321245, registered in the Commercial Register maintained by the Regional Court in Ostrava, Section C, File 11348 (hereinafter referred to as the "supplier" or "Marpos"), issues these General Business Terms and Conditions (hereinafter referred to as the "GBTC"), which govern the mutual contractual relationships arising between Marpos, s.r.o., and the Customer. These GBTC apply to all the above-mentioned contractual relationships between Marpos as the supplier of goods or services and the customer, unless otherwise agreed in writing in each specific case.
2. Any different terms or conditions, in particular the general business terms and conditions of the customer, do not apply to the relationship with the supplier, even if the supplier was aware of these conditions. The supplier does not have to explicitly disagree with the customer's business terms and conditions, the delivery of goods to the customer does not imply agreement with the customer's business terms and conditions.
3. These GBTC are applied to all future transactions of the supplier and the customer without the need to refer to these GBTC again in individual cases.
4. The supplier reserves the right to change these GBTC, concerning which it informs the customer in writing or on its website. Amendments and addenda to these GBTC become effective if the customer does not express disagreement with the change within two weeks of the delivery of a written notice of the change to the GBTC.

Article II.
Order and method of concluding a contractual relationship, purchase contract or contract for work

1. The customer can enter into a contractual relationship, purchase or other contract with the supplier in writing (letter, e-mail, fax), or orally (over the phone or during a personal meeting). However, the oral form of concluding the contract requires subsequent confirmation in writing. In this case, the form of electronic communication conducted in a demonstrable time sequence and preventing unauthorized interference with it is considered to be written form.
2. Receipt of the customer's order must be confirmed in writing by the supplier. An unconfirmed order is not binding on the supplier in any way. Inaction by the supplier does not cause or constitute acceptance or confirmation of the order. In this case, the form of electronic communication conducted in a demonstrable time sequence and preventing unauthorized interference with it is considered to be written form.
3. After receiving the customer's order, the supplier reviews the possibilities of executing the order by the required deadlines. If the supplier's performance is possible, the supplier will issue a written confirmation of acceptance of the order. In this case, the form of electronic communication conducted in a demonstrable time sequence and preventing unauthorized interference with it is considered to be written form.
4. On the day of delivery of the written/electronic confirmation of receipt of the order, a contract between the supplier and the customer is concluded.
5. A customer order must contain at least:
   a) Identification of the customer – company or first name and surname, registered office or place of business, ID number, Tax ID number
   b) Specification of the requested goods – type, design, catalogue designation, quantity
   c) Delivery date of goods
   d) Method of delivery of goods
   e) Place of delivery of goods
   f) Identification of the person authorized to act on behalf of the customer in the matter of the order and subsequently the purchase contract, including contact details of this person
6. The specification of the requested goods stated in the order is binding, decisive and on the basis of this specification a confirmation and acceptance of the order is issued, or a contract is concluded.
7. Special requirements of the customer, in particular, but not exclusively, packaging, method of delivery, quality, certificates or technical specifications, must be explicitly stated in the order.
8. If the supplier is unable to accept the customer's conditions and thus cannot accept the order, either in whole or in part, the supplier proposes appropriate changes in the order and discusses these with the customer in writing or by phone. If there is subsequently an agreement, the supplier will issue an acknowledgement of receipt of the order, in which it will take into account the agreed changes. If negotiations with the customer do not lead to a mutual agreement, the order may be cancelled by the customer or the delivery may be rejected by the supplier. However, it is sufficient for the supplier to simply not express the acceptance of such an order for such a contractual relationship to not come into being.
9. After the contract is concluded, both the supplier and the customer can propose an amendment to the contract. An amendment in the contract can also be made verbally or by phone, but there must always be a new confirmation of the order in the amended form. The amendment to the original contract becomes effective upon delivery of the confirmation of the amendment of the order.
10. If the customer proposes an amendment to the contract, the supplier will comment on the proposed changes within 5 working days of the delivery of the proposal.
11. If the supplier proposes an amendment to the contract, this amendment will be discussed with the customer immediately, by telephone or e-mail.
12. If the customer's product specification contains substances or mixtures classified as hazardous within the meaning of Regulation (EC) No. 1272/2008 of the European Parliament and of the Council of 16 December 2008 on classification, labelling and packaging of substances and mixtures (hereinafter referred to as the "CLP Regulation"), the customer is obliged to inform the supplier about this at the stage of the proposal to conclude the contract.
13. If a customer supplies the supplier with substances or mixtures classified as hazardous within the meaning of the CLP Regulation, it is obliged to supply them in packaging and with labelling in accordance with this Regulation, including a safety data sheet.
14. In the event that the customer does not properly label the hazardous substances and mixtures within the meaning of the CLP Regulation, or does not provide a safety data sheet, Marpos reserves the right to postpone the performance until the deficiencies are remedied at the expense and
    responsibility of the customer. Liability for damage, including damage to health, caused as a result of a breach of the above obligation by the customer, including the costs associated with compensation, shall be borne by the customer.

Article III.
Delivery

1. The goods are transported by the supplier's contractual carrier, unless otherwise agreed.
2. The customer is obliged to check the consignment immediately upon receipt, in particular he is obliged to check the compliance of the delivered goods with the order in terms of quantity, type and quality.
3. The customer is obliged to inspect and check the sent goods upon receipt, in case of obvious damage to the packaging of the goods, claim these damages and possible losses with the carrier and supplier. A "Damage Report" must be drawn up immediately on the extent and damage or partial loss of the contents of the consignment. Further handling of the shipment will be carried out in accordance with the supplier's instructions. The Damage Report is not considered to be a claim.
4. If the damage or partial loss of the contents of the consignment during its handover and acceptance by the customer is not obvious, the customer is obliged to notify the supplier of the occurrence of the damage without undue delay after the damage has been discovered, but no later than 3 working days after the delivery of the consignment.

Article IV.
Delivery times

1. The delivery time is confirmed by the supplier for a specific agreed calendar week.
2. The performance of the delivery in the week immediately following the originally agreed week is considered to be timely delivery of the delivery by the delivery deadline, so there is no reason to amend the contract.
3. The deadline for the delivery of goods begins to run upon the conclusion of the purchase contract, unless otherwise agreed in the specific purchase contract.
4. The supplier may also perform earlier than the stipulated date, unless agreed otherwise.

Article V.
Quantity to be supplied

1. Unless otherwise stipulated in the contract, the subject of the contract may also be partially performed.
2. The quantity of goods (products) is given in pieces (sets) and can be determined absolutely accurately by counting them (e.g. the number of PCBs, mounted PCBs, etc.).
3. A delivery of goods is considered complete if the supplier has delivered 100% or more than 100% of the contracted quantity of goods.

Article VI.
Quality of goods

1. The supplier has implemented a certified quality management system according to ISO 9001 standards. Under this system, it ensures the organization of quality control so that the goods sold comply with the agreed specifications, or material sheets, catalogue data and other relevant standards and regulations.
2. Upon request of the customer, the supplier can issue the document "Certificate of Quality" in accordance with EN 10204, 2.1.

Article VII.
Price

1. If the customer does not specify a price in the purchase order, it is assumed that the supplier will determine the price as follows:
   a) The price is determined by the last valid offer to the customer.
   b) If no such offer has been made, the price is given by the valid pricelist and is determined according to the quantity of ordered items, if there is a framework agreement between the customer and the supplier, the agreement on the conditions for providing discounts will apply.
2. The price for goods is always and everywhere stated without VAT, unless otherwise agreed in a specific case.

Article VIII.
Payment terms

1. The debtor, buyer, undertakes to pay the agreed purchase price for the goods properly and on time.
2. The basis for payment of the contract price (purchase price) is the supplier's invoice.
3. The invoice will be sent to the customer electronically to the e-mail address provided by the customer, or by post to the address of the customer's registered office or place of business, unless another contact address or other method of sending is agreed.
4. The invoice due date is 14 days from the issue of the invoice, unless agreed otherwise.
5. In the case of partial performance, the supplier is entitled to invoice an aliquot part of the purchase price including VAT.
6. The relevant payment to the supplier's account must be marked with a variable symbol which is the number of the issued invoice.
7. In the event of the customer's delay in payment of the agreed purchase price of the goods, the supplier has the right to demand payment of a contractual penalty in the amount of 0.05% of the outstanding amount for each commenced day of delay from the invoice due date to the date of crediting the amount of the invoiced purchase price to the supplier's account. The right to compensation for damage in connection with the customer's delay is not affected by this.
8. If the supplier has receivables due from the customer, the supplier is entitled to postpone the performance of further deliveries until the settlement of these receivables. The delay in the delivery of goods does not give rise to any claims on the part of the customer, in particular, the customer is not entitled to compensation for damage in connection with the delayed delivery of goods, nor is he entitled to apply any sanctions against the supplier in connection with this delay caused by the customer's own delay.
9. The parties may agree on an advance payment. In this case, the advance payment is paid on the basis of an advance invoice. If an advance payment is agreed, the goods do not have to be delivered before it is made.

Article IX.
Transfer of ownership and risk

1. The customer is obliged to inform the supplier without delay of any threat to the supplier's rights to the goods that are still owned by the supplier, in particular of the retention right of another entity against the goods and other types of restrictions on the supplier's ownership right. A breach of this obligation by the customer gives rise to an obligation on the part of the customer to pay the supplier a contractual penalty in the amount of 10% of the unpaid invoiced price. Payment of the contractual penalty does not affect the supplier's potential claim for damages.
2. The risk of damage to the goods passes to the buyer at the moment of handing over the goods to the first carrier, unless otherwise agreed in a specific contract, for example by reference to the INCOTERMS.

ArticleX.
Force majeure

1. For the purposes of this article, events or circumstances having the character of force majeure include, in particular: natural disasters, i.e. earthquakes, fires, floods or extreme weather conditions, as well as war, armed conflicts, civil unrest, mobilizations, blockades or general strikes, or other official or state measures that the participants cannot eliminate or influence in any way.
2. If the supplier is prevented from supplying the goods by a circumstance that has the character of force majeure, the failure to deliver the goods is not considered a breach of obligation on the part of the supplier.
3. In the event of any circumstance of force majeure preventing the supplier from delivering the goods properly and on time, the stipulated delivery time shall be extended by the time for which the circumstances of force majeure persist.
4. The supplier shall inform the customer of circumstances of force majeure without undue delay after learning of them.

Article XI.
Liability for defective goods, warranty for goods

1. If the goods have obvious defects that the customer discovered or could have discovered immediately upon receipt of the goods, or hidden defects, the customer shall proceed in accordance with Article XIII of these GBTC in the event of a complaint. If the complaint is not made in accordance with the provisions of Article XIII of these GBTC, the supplier is entitled to reject such a complaint.
2. The supplier guarantees that the delivered goods are free from manufacturing and legal defects and that they comply with the agreed specifications. The supplier provides a 1-year warranty on the goods from the date of shipment, unless otherwise agreed.
3. The supplier is liable for damages only up to the amount of the performance received from the customer.
4. In the event of claiming damages, the customer is obliged to provide the supplier, or directly to the supplier's insurance company, with all the necessary information about the damage, in particular the structure and extent of the damage, whether compensation has been made and in what amount, to whom. Furthermore, to quantify the costs associated with filing a complaint, etc.
5. The supplier's warranty does not apply to defects in the goods resulting from improper use, improper or unprofessional workmanship, improper handling or improper storage. The warranty also does not apply to other defects of the goods the occurrence of which was caused by the customer or third parties or where the customer or third parties contributed to their occurrence.
6. The supplier does not guarantee any specific warranty for a specific use of the goods or a special purpose, unless otherwise agreed in a specific contract.

Article XII.
Product liability

1. The customer of the goods is responsible for the technical specification of the product with regard to its functionality and safety in use, the customer of the goods assesses the product with the relevant technical regulations.
2. The supplier is not a manufacturer within the meaning of Act No. 22/1997 Coll., on Technical Requirements for Products and on Amendments and Supplements to Certain Acts, as amended, does not place products on the market, does not ensure conformity and conformity assessment.
3. The supplied product is only used for incorporation into the product of the customer of the goods, unless agreed or stipulated otherwise.
4. The supplied product is usually not intended for independent distribution by the customer, nor is it intended to be used separately and in isolation, but if it is sold, distributed or otherwise traded independently, the customer who places the product on the market is considered to be the responsible person.

Article XIII.
Complaints against goods

1. The customer may file a complaint against the goods due to:
   a) obvious defects – no later than immediately after receipt of the goods,
   b) hidden defects or defects that arose and were discovered during the warranty period, if covered by the warranty – at any time during the warranty period, but no later than 3 days after the defect was manifested or discovered.
2. The customer undertakes to provide the supplier with all necessary cooperation in settling the complaint, in particular to provide the supplier with all necessary information and documents for the assessment of the complaint (e.g. photos of defective goods).
3. If the customer's complaint is evaluated as unfounded or unjustified, the customer undertakes to pay the costs incurred by the supplier in the complaint.
4. The customer is obliged to file a complaint in writing with the supplier's sales department. E-mail is considered to be written form in this sense. The complaint must contain the following information:
   a) name of goods complained about,
   b) amount complained about,
   c) description of the defect,
   d) the circumstances of the origin and discovery of the defect, e.g. the method of processing or use,
   e) place and date when the defect was discovered by the customer,
   f) delivery note number or invoice number
   g) the name and contact details of the customer's employee making the complaint and authorized to discuss it.
5. If the complaint is recognized by the supplier as justified, the customer may require:
   a) Free rectification of defects by repair of goods, if the defect can be remedied.
   b) A new substitute delivery or a discount on the purchase price corresponding to the difference between the value of the goods without defects and the value of the goods supplied with defects, if the defect is irreparable.
   c) Other way of settling a complaint following agreement with the supplier.

In the case of delivery of a substitute supply of goods, the supplier is entitled to require the customer to return the claimed exchanged goods to the supplier at the expense of the customer in the condition in which they were delivered to the customer.

Article XIV.
Technical documents

1. The supplier reserves the ownership right and intellectual property rights to all drawings, technical solutions, templates, technical descriptions, calculations, drawings and other documents that it may provide to the customer in connection with the performance of the contract.
2. Technical documents may not be made available to a third party or shared or used by the customer in any way without the prior written consent of the supplier.
3. If a contract is not concluded, the customer undertakes to return all technical documents to the supplier.
4. The technical documents are intended exclusively for the performance of the contract between the supplier and the customer. After the contract has been fulfilled, the technical documents must be returned to the supplier without delay.

Article XV.
Confidenality

1. Odběratel je povinen zachovávat mlčenlivost o obsahu smlouvy mezi ním a dodavatelem jakožto o předmětu obchodního tajemství chráněného zákonem. Veškeré dokumenty související s realizací smlouvy včetně smlouvy samotné považuje dodavatel za obchodní tajemství a jsou obchodním tajemstvím dodavatele, odběratel se tak zavazuje zabránit jakémukoli přímému či nepřímému šíření informací obsažených v těchto dokumentech.
2. Povinnost utajení platí nezávisle na tom, zda nakonec došlo k uzavření smlouvy či nikoliv, povinnost dále platí i po případném skončení smlouvy. Povinnost utajení se tedy vztahuje na informace nabyté před uzavřením smlouvy i po jejím skončení.
3. Zákonná ustanovení týkající se povinnosti mlčenlivosti a ochrany obchodního tajemství nejsou výše uvedeným dotčena.

Article XVI.
Final provisions

1. Should any provision of these GBTC become invalid in whole or in part, the validity of the other provisions shall not be affected. In the event of the invalidity of a certain provision, the parties may agree that the invalid provision will be replaced by a new provision that will be identical in content to the original provision to the maximum extent possible. If no consensus is reached between the parties on the new wording of the provision, any invalid provisions shall be replaced by statutory provisions under the applicable law of the Czech Republic.
2. These General Business Terms and Conditions form an integral part of the contracts between the customer and the supplier, unless both contractual partners expressly exclude them in writing.
3. The customer is not entitled to assign or pledge its receivables against the supplier, whether due or not due. The supplier would have to expressly agree to such an assignment or pledge. Similarly, the customer is not entitled to unilaterally set off its receivables against the supplier without the prior written consent of the supplier. The prohibition of set-off and assignment of receivables also applies to contractual partners, where the contractual partner is not entitled to unilaterally set off against Marpos without prior written consent.

Article XVII.
Applicable law and jurisdiction

1. These terms and conditions, all rights and obligations of the parties under these terms and conditions and the contract, as well as all relationships between the parties based on the contract and these terms and conditions or related to it shall be governed by the law of the Czech Republic, excluding the conflict of law provisions of the Czech Republic. The contracting parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (the so-called Vienna Convention) under Article 6 of the Vienna Convention in the relationship established by the contract, and at the same time choose the law of the Czech Republic to regulate their contractual relationship established by the contract.
2. In the event of a dispute relating to a contract or any relationship arising from or relating to a contract, the parties have agreed as the court of first instance with territorial jurisdiction the court of first instance in whose district the supplier's registered office is located.

Article XVIII.
Effectiveness

1. These General Business Terms and Conditions come into effect on 11 March 2024