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

1. Basic provisions

1.1. The General business, service and warranty terms govern the relations for the delivery of goods and services, hereinafter referred to as the Subject of performance by ORBIT MERRET, spol. s r.o., (hereinafter referred to as the Supplier) to customers and are binding upon all and any business relations.

1.2. By signing the legally binding acts leading to the establishment of a Supplier-customer relationship of obligatory character, related to the delivery of the Subject of performance by the Supplier, the parties accept that their mutually binding relationship shall be governed in terms of the provisions of Section 262, paragraph 1 of the Commercial code by regime of the quoted law. Establishment of the arranged binding relationship is always conditioned by the Supplierﾒs acceptance of the Customerﾒs order form.

2. Price of the Subject of performance

2.1. Catalogues and pricelists issued by the Supplier as well as oral and telephone information about the price of the Subject of performance are of informative character, not binding for the Supplier and not claimable by the Customer. The Supplier reserves the right to modify technical parameters, or as the case may be, also the prices of the Subject of performance without prior written notice. The Supplier is not responsible for errors generated during the print of the business and technical materials.

2.2. For specification of the price, the Customer is entitled to request a binding quotation (hereinafter referred to as the Quotation), which is valid for a period of 21 calendar days from the date of issue unless provided otherwise.

2.3. Prices of the Subject of performance listed in the Quotation do not include any related services, unless expressly provided for otherwise. Requirement for the provision of related services needs to be stated in the order.

2.4. The Supplier assumes a standard use of the Subject of performance. Any specific requirements for the Subject of performance need to be expressed in the order..

3. Concluding the contract

3.1. Individual business deals are concluded on the basis of written orders from the Customer, sent either by mail or fax, exceptionally also on the basis of oral or telephone order
3.2. An order has to contain the following elementary properties:
- business name and seat of the Customer including telephone and facsimile contact numbers;
- name of the person authorized to act on behalf of the Customer, Trade Licence No. and Tax identifi cation No. (if the Customer is registered as VAT payer);
- explicit specifi cation of the Subject of performance as per technical background materials of ORBIT MERRET, spol. s r.o., quantity, delivery terms (place and deadline) and if pertinent, further specifi c requirements for the Subject of performance
3.3. After the receipt of Customer Order the Supplier sends the Customer an Order Confirmation, which is done in writing either by fax or via e-mail. The Supplier is entitled to accept also orders delivered to him after the term of validity of the quotation expired. The Supplier is obligated to send the Order confirmation to the Customer no later than within 3 business days of the date of delivery of the order.
3.4. In case the Customer Order requires a non-standard Subject of performance or the amount exceeds 1000 $, prior to accepting the order, the Supplier may solicit a deposit in the amount agreed-upon in virtue of issued pro-forma invoice. The delivery time stated in the Order Confirmation starts running on the date the Customer pays the deposit.

3.5. In case of larger supplies of the Subject of performance or specific conditions under which the supply is to be realized, or if either of the parties requires so, the parties of the contract may enter into a special agreement on the Subject of performance with reference to the wording of these General terms

3.6. All additional modifications or amendments to the contract (order) have to be made in writing in order to take effect..

4. Delivery terms

4.1. Supplies of the Subject of performance shall be realized according to the Supplier's capacity in the shortest possible term, usually within 2 - 21 days, in case of special products and more extensive supplies within 3 - 8 weeks.

4.2. The Supplier will meet the delivery terms provided that all financial obligations of the Customer from previously realized business deals have been settled.

4.3. The expected term of supply is stated in the Order confirmation. In singular cases the Supplier may prolong the term of supply, however, he shall notify the Customer about the fact without undue delay.

4.4. Delays in delivery terms of our subcontractors, strikes, export or import embargos, war or other events of force majeure relieve the Supplier from the obligation to deliver in term, without the Customer having the right to cancel the order or the right to claim damages (penalty)..

4.5. The delivery term is considered fulfilled when the Subject of performance is delivered to the Customer in the issuing office of the Supplier (personal collection), or by appointed employee of the Supplier in the place of delivery or by handover of the Subject of performance to the first domestic carrier

4.6. If personal collection by the Customer is arranged for, the delivery term is considered fulfilled also by notification of the Customer, that the Subject of performance is ready for dispatch.

4.7. Costs related to delivery and place of performance other than the issuance office of the Supplier shall be borne by the Customer.

4.8. If the Customer fails to take over the Subject of performance due to reasons on his part, the Customer shall bear the full costs related to repeated delivery.

4.9. If the Customer finds variance with the delivery note, difference in quantity and type of performance, apparent damage of packaging or products, he is obligated to immediately report such fact to the Supplier or the bearer of the consignment, and record it in writing on the delivery note or the delivery note of the forwarding service, however, within 2 business days from delivery at the latest. Later claims of this character will not be taken into account.

5. Orders cancelled by the Customer

5.1. In case of order cancelled after it has been confirmed based on request of the Customer, the Supplier is entitled to bill the Customer 20 % of the price of not taken products.

5.2. If the delivered Subject of performance is returned without justification after the agreed upon term, the Supplier is entitled to charge a contractual penalty in the amount of 50% of the total price of the delivery.

5.3. If the Supplier enforces his right to compensation money or contractual penalty for unjustified return of delivery pursuant to the provisions of par. 5.2., confirmation of the order is cancelled after the set amount is paid. In case of default in payment of this amount the Supplier is entitled to enforce the sanctions pursuant to paragraph. 6.3.

6. Terms of payment

6.1. Unless special terms of payment were arranged upon, our invoices are due for payment within 14 days.

6.2. The Supplier is entitled to invoice immediately after the Subject of performance is handed over to the first public carrier, in case of personal collection after it is realized or after delivery of goods by the Supplier.

6.3. If the Customer fails to pay in due date, he is obligated to pay the Supplier a contractual penalty for delay in the amount of 0,10 % of the billed amount for each day of delay.

6.4. In case of delay in performance of the Customer's liabilities the Supplier is not obligated to perform further supplies until the debt is liquidated. In such case, the Customer is not entitled to claim penalty for late performance that ensued from given circumstances. In case of long-term default in performance of liabilities of the Customer, his confirmed orders may be excluded from the records without any compensation..

6.5. The due date is the date by which the amount has to be credited to the account of the Supplier or paid in cash at the Supplier's cash desk

7. Ownership of the subject of performance

7.1. The right of ownership to the Subject of performance pursuant to these General terms is transferred to the Customer at the moment of payment of the full amount of the purchase price.

8. Warranty terms

8.1. The Supplier provides a 60 months guarantee for non-defective operation of the Subject of performance, which period starts running on the date of its delivery unless provided for otherwise.

8.2. The Supplier is not responsible for damages caused by incorrect warehousing, wrong outer connection, outside influences, in particular electric quantities of inadmissible magnitude, unprofessional assembly, wrong adjustment or attendance

9. Other provisions

9.1. In cases when the General business terms differ from the terms set out in the submitted Customer order, the provisions contained in the order confirmation hold valid for the purpose of conclusion of the contract. Prospective modifications from the Customer have to be approved by the Supplier, otherwise paragraph 3.6. applies

9.2. The mode of transportation of the Subject of performance is determined by the Supplier with maximum respect to economical aspects of the transport, unless the Customer has expressly requested otherwise

9.3. The General business terms are governed by the provisions of the Commercial code.

9.4. Any disputes related to the application, implementation or interpretation hereof would be solved at the Commercial court in Prague.