In these general terms and conditions (“Terms and Conditions”) we would like to inform you about the rules that will be applied between you as a business buyer and us as a seller in contractual relationships concluded through individual offers according to the information below.
All information about the processing of your personal data is contained in the Personal Data Processing Policy, which can be found HERE. If any part of the Terms contradicts what we have jointly agreed in writing as part of your purchase process, that particular agreement will take precedence over the Terms.
1. DEFINITIONS
1.1 The Price is the amount of money you will pay for the Goods.
1.2 The Shipping Charge is the amount of money you will pay for delivery of the Goods, including the cost of packing them.
1.3 The total price is the sum of the Price and the Transport Price.
1.4 VAT is value added tax according to the applicable legislation.
1.5 The invoice is a tax document issued in accordance with the Value Added Tax Act for the Total Price.
1.6 We are EO SECURITY s.r.o., with its registered office at Trnitá 500/9, 602 00 Brno, ID No. 05182662, registered in the Commercial Register under No. C 93979 kept at the Regional Court in Brno, e-mail office@eo-security.com, telephone number +420 774 429 006, legally referred to as the Seller.
1.7 An Order is Your proposal to enter into a Contract for the purchase of Goods with Us.
1.8 The Contract is a purchase contract negotiated on the basis of a duly completed Order sent via e-mail communication, and is concluded at the moment you receive confirmation of the Order from us.
1.9 You are the person with whom we enter into the Contract, referred to in law as the Purchaser.
2. CONCLUSION OF THE CONTRACT
2.1 The Contract is concluded remotely by means of e-mail communication, with the costs of using remote means of communication being borne by you. We shall not be obliged to pay you anything in connection with the conclusion of the Contract or in connection with any communication regarding the conclusion of the Contract.
2.2 As stated above, the Contract can be concluded in one way. We would like to give you an overview below of the moment at which the Contract is concluded.
2.3 The Contract is only concluded when we confirm the Order to you. If We confirm the Order with a variation, set different terms from those set out in these Conditions, or otherwise amend the Order, You have the right to reject the Order as so amended within 7 days of the date of the variation confirmation. If you reject the Order, the Contract will not be concluded in accordance with the preceding Conditions until we have confirmed the conclusion of the Contract in writing. In the event that You do not make a variation within 7 days, the Contract will be concluded on the new terms and conditions set by Us.
2.4 We may conclude the Contract by means of a one-off Order made via email communication. In this case, the Contract is concluded when we accept your Order, which must include at least:
a) definition of the Goods which are the subject of the Order;
b) the number of Goods you wish to order.
2.5 The provisions of Article 2.3 of the Terms and Conditions shall apply mutatis mutandis to Orders placed via e-mail.
2.6 The price of the Goods, terms of delivery or payment are governed by the rules set out in these Terms, unless otherwise agreed in an email communication.
3. PRICE AND PAYMENT TERMS, RESERVATION OF TITLE
3.1 The Price set out in the Order Proposal shall apply and shall always be the same as the price in the Contract. The Order Proposal shall also state the Price for shipping or the conditions under which shipping is free of charge.
3.2 The total price is inclusive of VAT and all statutory charges unless we specify otherwise.
3.3 Payment of the Total Price will be required from you after the conclusion of the Contract and before the Goods are dispatched. You must therefore pay the Total Price before We send the Goods to You. You may pay the Total Price in CZK, EUR or USD as follows: (a) By bank transfer. We will send you the information for making the payment within the Order confirmation or within the e-mail communication. In the case of payment by bank transfer, the Total Price is payable within 14 days from the date of sending the payment information;
3.4 An invoice will be issued electronically upon payment of the Total Price and will be sent to your email address, and you agree that the invoice will only be sent to you electronically by email.
3.5. Ownership of the Goods is transferred to you only after you pay the Total Price and take delivery of the Goods. In case of non-cash payment, the Total price is paid by crediting to Our account, in other cases it is paid at the time of payment.
3.6 We may also require you to pay an advance payment of up to 100% of the Total Price by the due date stated in the advance invoice. We will require an advance payment in particular in cases where the Goods are to be modified according to your requirements (e.g. a specific design, specific labelling for the Goods, etc.). We will only modify the Goods as required after payment of the deposit. If you subsequently decide that you do not want the Goods and do not take possession of them, even though we invite you to take possession, we shall be entitled to retain the deposit in full.
3.7 In the event that you are in default in the payment of any amount, we shall be entitled to claim interest on the overdue amount at the rate of 0.05% of the amount due for each day of delay. We shall also be entitled to suspend delivery of any Goods until the amount due has been paid. All agreed dates for delivery of the Goods shall be extended by this period and we shall not be liable for any damage caused to you by such extension.
4. DELIVERY OF GOODS, TRANSFER OF RISK OF DAMAGE TO GOODS
4.1 The Goods will be delivered to you on the basis agreed in the Order via email, whereby you may choose from the following options:
a) delivery within the EU via DPD, DHL;
b) delivery outside the EU via DHL Express.
4.2 The delivery time of the Goods always depends on their availability and the chosen method of delivery and payment. The estimated delivery time of the Goods will be communicated to you in the Order confirmation.
4.3 The risk of damage to the Goods shall pass to you at the time when we hand over the Goods to the carrier you have selected in accordance with Article 4.1 of these Conditions. The transfer of the risk of damage to the Goods means that from that moment you bear all consequences related to the loss, destruction, damage or any deterioration of the Goods.
4.4 Upon receipt of the Goods from the Carrier, it is Your obligation to inspect the Goods without undue delay, within 24 hours at the latest, and in the event of any defects to notify the Carrier and Us immediately. If you fail to notify any defect within 24 hours, you will lose the right to any claim for defective performance. If you notify us of any defect within 24 hours, the choice of remedy is ours. In the first instance, We will endeavour to repair the Goods, provide a reasonable discount or provide new Goods where appropriate.
4.5 As some of the Goods we offer are quite specific, you are obliged to familiarise yourself in advance with how the Goods work. It is not considered a defect if the Goods do not fully meet your expectations or do not have the characteristics you expected from the Goods, although you were explicitly warned during the communication that the Goods only work, for example, within a certain distance, in combination with other goods, etc. In these cases, it is also not a material breach of contract and you are not entitled to withdraw from the contract.
4.6 If You breach Your obligation to accept the Goods, this will not result in a breach of Our obligation to deliver the Goods to You. At the same time, Your failure to accept the Goods shall not constitute a repudiation of the Contract between Us and You. However, in such a case We shall have the right to withdraw from the Contract on the grounds of Your material breach of the Contract. If We decide to exercise this right, the withdrawal shall be effective on the date We deliver the withdrawal to You. Withdrawal from the Contract shall not affect any claim for payment of the Shipping Price or any claim for damages, if any.
4.7 If, for reasons arising on Your side, the Goods are delivered repeatedly or in a different manner than agreed in the Contract, it is Your obligation to reimburse Us for the costs of such repeated delivery. The payment details for payment of these costs will be sent to Your email address set out in the Contract and are payable 14 days after the email is sent.
4.8 In the event that the Goods are out of stock, we will always inform you if:
a) an extraordinary failure in the production of the Goods and we will always provide you with a new expected period of availability or information that the Goods cannot be delivered;
b) delay in delivery of the Goods from Our Supplier, and We will always notify You of the new expected delivery time.
4.9 In the event that We are unable to deliver the Goods to You even within 30 days of the expiry of the delivery period specified in the Order Confirmation for any reason, We and You shall be entitled to withdraw from the Contract. However, in such event You will reimburse Us for all costs already incurred by Us in delivery and communication. The payment details for payment of these costs will be sent to You at Your email address set out in the Contract and are payable 14 days after the email is sent.
4.10. Some Goods may contain software or other content that constitutes copyrighted work. In order for you to be able to use such copyrighted works, in some cases their provider may require you to agree to licensing and other conditions. By agreeing to these Terms, you alsoexpress your consent to the terms of use of the provider of copyright works, which are listed in Appendix No. 1 to these Terms.The provider may also require agreement to such terms when using the Goods. You acknowledge that if you subsequently do not confirm your agreement to the terms of use or revoke it while using the Goods, this will result in you not being able to use the copyrighted works; the same consequence may occur if the provider changes the conditions for the use of copyrighted works and you do not consent to the changes. In any such case, we are not obliged to compensate you for the damage that you incur as a result, and you do not have the right to return the Goods.
5. RIGHTS FROM DEFECTIVE PERFORMANCE
5.1 As we are entering into the Contract as a business, the consumer rules do not apply to our relationship. However, as We consider Our Goods to be of good quality, We provide You with a quality guarantee for the Goods, the length of which is set out in the technical document that We will deliver to You together with the Goods, in which case the length of the guarantee will be such length as We mutually agree on the basis of mutual communication. In the event of a conflict, the shorter period shall apply. The maximum length of the warranty is 12 months. In the event that batteries are included in the Goods, the batteries are only warranted for a period of 6 months from the date the risk of damage to the Goods passes. The warranty period shall be extended if the Manufacturer has repaired or replaced the Goods pursuant to the application of the quality guarantee, by the period between the exercise of the rights and the repair or replacement.
5.2 The quality guarantee covers defects arising from manufacture, including defects in the material used in manufacture.
5.3 Unfortunately, we cannot always guarantee the warranty, so there are exceptions to the warranty in cases where a defect has been caused:
a) by installing the Goods in contravention of the installation instructions we have provided to you;
b) using the Goods outside the recommended areas of use;
c) by handling the Goods contrary to the instructions for the Goods or contrary to the principles of ordinary skill or as a result of an accident or wilful misconduct by You or a third party other than Us;
d) normal wear and tear resulting in the loss of the original characteristics of certain parts of the Goods or the Goods as a whole;
e) as a result of using spare parts or accessories that we have not marked as compatible or have been worn out;
f) the transportation of the Goods or their improper storage;
(g) modifying the Goods if We have not approved the modification, including the method of modifying or repairing the Goods by a person other than Us, unless We have recommended or approved that person;
5.4 However, if Your claim under the Quality Warranty is justified You have the following rights:
a) the right to have the Goods repaired, where the place of repair will be at Our choice, either at Our premises or at Your premises, or We may send the Goods to a third party for repair;
b) the right to delivery of replacement Goods, whereby the Goods will, at Our option, be ready for collection from Us or sent to You, against return of the defective Goods;
c) the right to delivery of the defective part of the Goods, if the nature of the part allows it, whereby the part of the Goods will, at Our option, be ready for collection from Us or sent to You, against the return of the defective part of the Goods if it is separable;
d) the right to a refund of the Price of the Goods against the return of the Goods;
e) the right to a discount on the Price of the Goods corresponding to the extent of the defect in the Goods.
5.5 We shall have the right to choose how to resolve the claim and shall always endeavour to make the resolution as appropriate as possible in relation to the defect. We shall also determine the period of time for the performance of the asserted claim. If you incur any damage during the course of the claim, we are not obliged to compensate you for it. We shall also not be liable for any damage arising in connection with Goods that are defective within the meaning of this quality guarantee.
5.6 If the Goods in question are no longer manufactured or are not available on the market at the time of the claim under the quality guarantee, or are not manufactured or are not available in the same design (in particular in colour or in the same finish or technical specification), we are entitled, in the case of delivery of new Goods, to supply Goods that perform the same function as the original Goods. The delivery of new Goods is always subject to the return of the original Goods.
5.7 The rights under the quality guarantee pursuant to this article of the Conditions must be exercised with Us.
5.8 In the event of an assertion of warranty rights, such assertion must be made in writing to Our registered office address or by e-mail to office@eo-security.com.
5.9 Rights under the quality guarantee must be exercised within the guarantee period, but always without undue delay after the defect covered by the quality guarantee has been discovered or can be discovered with ordinary care.
5.10. The assertion of rights under the quality guarantee must be accompanied by all documents proving the existence of these rights, in particular the proof of purchase or other acquisition of the Goods, the warranty certificate (if supplied with the Goods), proof of maintenance and, if possible, proof of the absence of exclusions from the quality guarantee.
5.11. If you do not provide proof of purchase or other acquisition of the Goods when exercising your right under the quality guarantee, we may grant the claim, but the guarantee period will be calculated from the date of invoicing of the Goods by Us.
5.12. After the Goods have been delivered to Us, We will inspect the Goods and store the Goods in Our own warehouse. If We judge that the defect You allege is not covered by the warranty and We nevertheless decide to grant Your claim, We shall be entitled to charge You an amount equal to 25% of the Price for the storage and inspection, in the event that any right under clause 6.4 of these Conditions is exercised, and You agree that We may deduct this amount from any discount or refund of the Price of the Goods provided, or We may charge You for this amount on the basis of an invoice sent to You.
5.13. We are also entitled to claim compensation for all costs incurred by Us in the event of an unjustified, invalid, late or unreasonable exercise of rights under the quality guarantee.
5.14. The cost of transporting the Goods to Us shall be borne by You.
6. WITHDRAWAL FROM THE CONTRACT
6.1 Withdrawal from the Contract, i.e. the termination of the contractual relationship between Us and You from its inception, may occur for the reasons and in the ways specified in this Article or in other provisions of the Terms and Conditions in which the possibility of withdrawal is expressly stated.
6.2 We may withdraw from the Contract at any time, even without giving any reason, but we will do so in particular if you breach the Contract in a material way. A material breach of the Contract shall be deemed to be:
(a) if you are in arrears in the payment of any amount for more than 30 days;
(b) if you are bankrupt or threatened with bankruptcy;
c) if insolvency proceedings are initiated against you or liquidation is ordered at your request;
d) if You fail to pay Us a deposit in accordance with Article 3.6 of these Terms.
6.3 In the event of cancellation of the Contract, the Price will be refunded to You within 14 days of the effective date of cancellation to the account from which it was credited or to the account selected in the cancellation. However, the amount will not be refunded until You have returned the Goods to Us. The Goods must be returned clean and in their original packaging, otherwise We may charge an amount equal to the cost of cleaning and returning them to their original packaging.
6.4 In the event that You withdraw from the Contract (due to a material breach of the Contract), You are obliged to return the Goods to Us within 14 days of withdrawal and You shall bear the costs of returning the Goods to Us. You shall be liable for damages in cases where the Goods are damaged as a result of Your handling them in a manner other than that which is necessary in view of their nature and characteristics. In such a case, We will invoice You for the damage caused after the Goods have been returned to Us and the amount invoiced is due within 14 days. If We have not yet returned the Price to You, We shall be entitled to set off the claim for costs against Your claim for reimbursement of the Price.
6.5 If the Goods have been specifically modified for you, you are not entitled to a refund of the Price in the event of withdrawal from the Contract. If We incur any damage in connection with Your withdrawal, You shall reimburse Us for such damage. This obligation arises after We have notified You of the existence of such damage.
7. SECRECY
7.1 In the course of our cooperation, we will exchange a lot of information, including information that may be important for us or for you to protect, called confidential information. If We have entered into a separate confidentiality agreement or similar agreement with You, the confidentiality provisions shall be governed by that agreement or agreement. Otherwise, the rules set out in these Terms will apply.
7.2 Confidential information are trade secrets within the meaning of Section 504 of the Civil Code, i.e. competitively significant, identifiable, valued and not normally available in the relevant business circles, which are related to the plant and whose owner ensures their confidentiality in an appropriate manner in his interest. For the purposes of these Terms and Conditions, information about the processes, methods, software and hardware used and the names of the personnel and employees involved in the sale of the Goods shall also be considered confidential information.
7.3 We and You are obliged to keep all such information confidential, not to distribute it anywhere and to protect it from misuse. We may only use it in accordance with these Terms and for the purpose of our mutual cooperation. Should it be necessary to disclose any confidential information to a third party (e.g. authorities or court), we must inform each other of this, unless prevented by law. If You wish to disclose anything highly confidential to Us, please do not do so by unsecured email communication, but arrange with Us for an alternative way in which We will share such information.
7.4 To make sure that you keep the confidentiality, we agree a penalty for breach of confidentiality. Therefore, in whatever way You violate anything We have agreed in this clause, You shall pay Us a contractual penalty of EUR 50,000. The contractual penalty shall be payable separately for each individual case of violation and shall be payable at the time of the violation. The payment of the contractual penalty shall not affect the right to compensation for damages in full.
8. SALE OF GOODS IN SPECIAL REGIMES
8.1 Based on our joint e-mail communication, you can also purchase products that are marked with the notice “Sale in special mode”. Goods so marked are not intended for use in the civilian sector. It is intended for use by entities with appropriate exemptions such as the Police , the Army, the Prison Service and other branches of government. They may also be used by private entities that have received the appropriate exemption and permission. They can also be exported to countries outside the EU, provided that the operation of these devices complies with local regulations.
8.2 The Goods are in particular active equipment – transmitters using frequency bands on which these products cannot be used in the territory of the Czech Republic or other countries of the European Union without the permission of the Czech Telecommunications Office or the competent authority of another country.
8.3 By ordering and purchasing the Goods, you acknowledge fully the nature of the Goods. You also declare that you are purchasing the Goods for export outside the European Union or for the purposes set out in clause 8.1 of the Conditions or that you are a person referred to in clause 8.1 of the Conditions. Under no circumstances will you resell or use the Goods in the EU without proper authorisation.
8.4 If you breach these terms and conditions you are solely responsible for the operation of such equipment and are the person responsible for marketing the Goods in the EU. This means that you will be liable for any penalties associated with the sale and use of the Goods in the EU. If, as a result of your use of the Goods under this clause of the Conditions in breach of the foregoing, any administrative sanction is imposed on Us, a fine is imposed by a court or other authority or We are required to pay any damages, You shall pay Us the full amount of such costs incurred by Us within 14 days of the date on which We notify You of the existence of the claim or obligation to pay.
8.5 Information about the products so marked, examples of their use and instructions for the products are for illustrative purposes only and are intended solely for study and orientation in their subject matter.
9. LIMITATION OF LIABILITY
9.1 In no event shall We be liable for consequential, indirect, incidental, special or other damages or lost profits arising out of or in connection with a breach of the Contract, regardless of (a) whether such damages were foreseeable, (b) whether We have been advised of the possibility of such damages, and (c) what was agreed in the email communication on which the claim is based, and regardless of whether any agreed or other remedy has failed of its essential purpose.
9.2 In the event that we are still required to compensate you for any damages or lost profits (whether by order of a court or other public authority), you agree that the maximum amount of such damages and lost profits shall be an amount equal to the Price for the Goods.
9.3 You also assume all risk and liability in connection with the use of the Goods and we are not responsible for any advice we give you in connection with the use of the Goods.
9.4 We expressly state that we are not liable for any defect that is caused by non-compliance with the rules in the area of product legislation, in particular in relation to conformity assessment, the issued EU declaration of conformity and other regulations related to the safety of the Goods and use. It is your responsibility to assess that the Goods are safe and meet all of your required legal obligations.
10. COMMUNICATION
10.1 All communication between Us and You will be by electronic mail, using the email address We communicate to when ordering prior to email.
11. FINAL PROVISIONS
11.1 If our legal relationship with you has an international element (e.g. we will ship goods outside the Czech Republic), the relationship will always be governed by the law of the Czech Republic. You further agree that any disputes arising out of the Contract shall be settled before Czech courts.
11.2 The Contract may only be varied by written agreement between us. We may, however, amend these Terms and Conditions, but such amendment will not affect any Contract already entered into, but only those entered into after the amendment takes effect. However, we will only notify you of the change if we are to supply the Goods to you on a regular and recurring basis under the Contract. We will send you information about the change to your email address at least 14 days before the change takes effect. If we do not receive notice from you within 14 days of sending you information about the change, the new terms will become part of our Contract and will apply to the next supply of Goods after the change takes effect. The notice period in the event that you give notice is 2 months.
11.3 In the event of force majeure or unforeseeable events (natural disaster, pandemic, operational failures, subcontractor outages, employee strike, legal or governmental changes, etc.), We shall not be liable for damages caused as a result of or in connection with the force majeure or unforeseeable events, and if such condition persists for more than 10 days, We and You shall have the right to withdraw from the Agreement.
11.4 We mutually exclude the application of commercial practices pursuant to Section 558(2) of Act No. 89/2012 Coll., the Civil Code, as amended.
11.5 We each assume the risk of a change of circumstances within the meaning of Section 1765(2) of the Civil Code.
11.6 You are not entitled to set off against Us any claim, right or demand under the Contract without Our prior written consent.
11.7 You may not assign any of Your rights or delegate any of Your obligations under the Agreement without Our prior written consent. We may assign any of Our rights or delegate any of Our obligations to any person. Any purported assignment in breach of this clause is void.
11.8 The failure or omission to exercise any of our rights under the Contract shall not be deemed a waiver of such rights in the future and shall not constitute an established practice between Us.
11.9. In the event of any doubt as to the interpretation of any provision of these Terms and Conditions, the interpretation which is in favour of Us shall apply.
11.10. These Terms and Conditions shall take effect on 01.10.2021.