General Terms and Conditions

TERMS AND CONDITIONS effective from June 3, 2026

1. Preamble

These Terms and Conditions (hereinafter “T&C”) regulate the legal relations arising from the purchase agreement between the commercial company AMTEK, spol. s r. o., ID No.: 17328624, with its registered office at Řípská 1485/11f, Slatina, 627 00 Brno, registered in the Commercial Register maintained by the Regional Court in Brno, Section C, Insert 129649, as the seller, and the buyer.
These T&C shall apply in the event that a contract is established between the seller and the buyer, whereas these T&C form an integral part of any such contract that references the content of these T&C. These T&C determine part of the content of the contract unless the contract explicitly states otherwise. In the event of a conflict between the provisions of the contract and the T&C, the contract shall prevail.
These T&C apply to cases where the buyer is an entrepreneur within the meaning of Section 420 of the Civil Code.

2. Definitions

In these T&C, capitalized words shall have the following meaning:
"T&C" means these Terms and Conditions.
"Contract" means the purchase agreement concluded between the seller and the buyer.
"Seller" means AMTEK, spol. s r. o., ID No.: 17328624, with its registered office at Řípská 1485/11f, Slatina, 627 00 Brno, registered in the Commercial Register maintained by the Regional Court in Brno, Section C, Insert 129649.
"Buyer" means the buyer under the contract.
"Goods" means the subject matter of the contract.
"Parties" means the seller and the buyer together.
"Party" means either the buyer or the seller individually.
"CC" means Act No. 89/2012 Coll., the Civil Code, as amended.
"Trade Secret" is a concept within the meaning of Section 504 of the CC.
"Confidential Information" refers to all information specified in Article 8 of the T&C.

3. Conclusion of the Contract

All actions of the seller towards the buyer prior to the conclusion of the contract are merely business negotiations of the seller, which have a commercial and informative character and do not constitute a proposal to conclude a purchase agreement within the meaning of Section 1731 et seq. of the CC, with the exception of the acceptance of the buyer's offer, which is described below.
The parties agree that an offer to conclude a contract can only be submitted by the buyer, provided it is sufficiently definite. The seller is not obliged to accept the buyer's offer. If the seller agrees to the offer with a deviation, the procedure according to the preceding sentence applies, whereby the buyer's consent to this deviation constitutes a new offer within the meaning of the CC from the buyer to the seller, who must accept it again.
The parties may conclude the contract either (i) by both parties signing the contract, or (ii) by the seller accepting the buyer's offer.
The seller's acceptance of the offer towards the buyer is a manifestation of the seller's intent to be bound by the offer, in which case the contract is concluded upon delivery of the offer confirmation from the seller to the buyer. The seller shall send the confirmation to the buyer electronically to the respective email or in writing to their address/registered office.

4. Prices

All prices quoted in the price list on the website, catalogs, brochures, and other commercial materials are of an informative nature, and the seller may change the price.
The seller is entitled to change the prices of goods depending on the development of the CZK exchange rate against foreign currencies, with regard to changes in the conditions of suppliers of goods, or with regard to the current market situation. In particular, in the event of the strengthening of the USD and/or EUR exchange rate against the CZK (according to the CNB exchange rate – selected foreign exchange rates – daily rate) as of the date of the taxable supply compared to the status upon conclusion of the contract or the status as of the date of issuance of the seller's valid price list, there will be an automatic proportional increase in the purchase price in accordance with the increase in the aforementioned exchange rate.
The seller is entitled to deliver goods at a different purchase price even after concluding the contract with the buyer. The seller shall inform the buyer of the change in the purchase price before delivering the goods, and it is deemed that this will be done at the latest on the invoice. The buyer has the right to withdraw from the contract due to the change in the purchase price, provided that the withdrawal must be made within 3 days from the date they became aware of the purchase price change; otherwise, the right of withdrawal expires.
Unless otherwise stated in the contract, the purchase price does not include transport or packaging costs for the goods.

5. Payment Terms

The buyer is obliged to pay for the duly and timely delivered goods to the seller on the basis of an issued tax document of the seller – an invoice.
Unless the contract stipulates otherwise, the maturity of the invoice is set at fourteen (14) days from the date of its issuance, whereas the seller is obliged to issue it no later than seven (7) days from the provided taxable supply and simultaneously send it to the buyer no later than three (3) days from its issuance.

An invoice issued by the seller is deemed delivered upon the expiration of the third day from the date of its dispatch by the seller to the buyer.
In the case of payment by bank transfer, the date of payment is considered to be the day the purchase price was credited to the seller's bank account.
Should the buyer fail to duly and timely pay any due purchase price from any contract or fail to fulfill any obligation under the contract, it shall apply that the seller is not obliged to fulfill their obligations arising from the contract or contracts until all due liabilities of the buyer are paid or all obligations of the buyer are fulfilled. The parties therefore explicitly exclude the application of Section 1913 of the CC.
If the buyer is to fulfill their debt arising from the respective contract, such fulfillment shall first be offset against the costs already designated for the enforcement of the debt, then against default interest, then against interest, and finally against the principal. The buyer is not entitled to determine which item they are fulfilling first.

If the buyer pays an advance on the purchase price as agreed, the terms regarding the payment of the purchase price apply similarly to the payment of the advance, especially regarding the proper and timely payment of this advance (e.g., a breach of this obligation is a ground for withdrawal from the contract within the meaning of paragraph 10.1.1.).

6. Delivery Terms

The delivery of goods is fulfilled by delivering the goods to the premises or registered office of the buyer, or another place explicitly designated by the buyer, and its acceptance by the buyer. The buyer is obliged to accept the delivered goods, and an authorized person of the buyer shall confirm the delivery on the delivery note with their signature. If the buyer unjustifiably refuses to accept the goods, it applies that the seller has fulfilled their obligation to deliver duly and on time.

The risk of damage to the goods passes from the seller to the buyer either upon delivery and acceptance of the goods (if the seller arranges the transport) or upon handover of the goods to the first carrier (if a third party arranges the transport).
If a person other than the buyer, their statutory body, or proxy (in case the buyer is a legal entity) accepts the goods on behalf of the buyer, provided that the delivery takes place on the agreed date and/or at the agreed place and the person accepting the goods introduces themselves to the person handing over the goods as authorized to accept them for the buyer, the seller acts in good faith. It is deemed that such a person is always authorized to accept the goods on behalf of the buyer and their actions bind the buyer.

Unless otherwise agreed in the contract, it applies that regarding the delivery of goods, the parties have agreed on the INCOTERMS clause in its latest version. At the same time, unless stated otherwise, the delivery term EX WORKS applies.

The seller will make every effort to deliver the goods to the buyer in the shortest possible time and in the required quantity. However, the seller does not guarantee the delivery time of the ordered goods or their complete completeness, as the delivery time and production of the goods for the seller are not conditional on the action or inaction of the seller. The buyer is aware of the risk that the ordered goods may not be delivered within the required timeframe and in the required quantity, and the seller is thus entitled to divide the delivery of goods into several parts. The buyer waives any rights that could arise due to late or incomplete delivery of the ordered goods, particularly any right to compensation for harm to the fullest extent. The buyer hereby agrees that the nature of some goods does not allow the seller to guarantee the delivery time (e.g., goods manufactured to order by the seller's supplier directly for the buyer).

The parties agree on the seller's retention of title within the meaning of Section 2132 of the CC, whereby the buyer acquires ownership rights only upon full payment of the purchase price for the goods.


7. Warranty and Liability for Defects

Unless stated otherwise, the legal regulations valid and effective for relations arising from defective performance between entrepreneurs shall apply to asserting claims for defective performance.

The seller assumes a guarantee for the quality of the delivered goods within the meaning of Section 1919 and Section 2113 of the CC only in cases of an explicit agreement contained in the respective contract or its annex.

The seller is not liable for defects in the goods caused by unprofessional handling by persons other than the seller.
The claim of defects in goods must contain the identification of the respective order or the number of the invoice or delivery note, further the specification of the defect, and a request for the method of resolving the removal of defects. The claim for defects must be made in writing.


8. Trade Secrets

The contracting party is obliged to maintain the confidentiality of the other party's trade secrets, which primarily includes all types of information transmitted or recorded orally, in writing, electronically, or otherwise. This includes any notes, records, reports, studies, analyses, proposals, correspondence, lists, software, memory media, specifications, diagrams, audio recordings, compilations, intentions, data, copies, minutes, or other documents concerning past, present, or future facts, business, trade secrets of the parties, and confidential information of the parties within the meaning of Section 1730 of the CC.

The obligation to protect confidential information does not apply to information:
Regarding which one party was relieved of the obligation to maintain its confidential nature by an explicit written declaration of the other party;
Which has become generally known and publicly accessible other than by a breach of the provisions of this contract or a breach of other obligations by the recipient of such information;
Which was known to the recipient and freely available to them even before they obtained it from the other party;
Which was disclosed to the recipient by a third party without thereby violating the third party's duty of confidentiality.
These provisions are invalid if the parties have their own separate agreement regulating these obligations.


9. Penalties

If the buyer fails to fulfill their obligation under the contract to pay the purchase price duly and/or on time, they are obliged to pay the seller a contractual default interest of 0.25% of the outstanding amount including VAT for each, even commenced, day of delay.
If the buyer fails to fulfill their obligation under the contract to accept the goods duly and/or on time, they are obliged to pay the seller a contractual penalty of 5% of the purchase price for each, even commenced, day of delay.If a party breaches the duty of confidentiality under Article 8 of the T&C, they are obliged to pay the other party a contractual penalty of CZK 250,000.00 for each breach of this duty.
The payment of the contractual penalty does not affect the obligation of the party to compensate the other party for any harm incurred. The application of Section 2050 of the CC is thus excluded.
The parties confirm that the contractual penalties are in no way disproportionately high, considering their contractual relationship, the nature of the goods, fair trade practices, and the value and significance of the secured obligation.
The contractual penalty is deemed payable on the day it is claimed by one party against the other.
The seller is entitled to offset their claims against the buyer by a unilateral set-off and is also entitled to offset claims that are not yet due, uncertain, or indefinite.

10. Termination of the Contract

The seller is entitled to withdraw from the contract if:

- the buyer is in default with the proper and/or timely payment of the purchase price for more than 30 days, or
- the buyer is in default with the proper and/or timely acceptance of the goods for more than 30 days, or
- insolvency proceedings are initiated or otherwise conducted against the buyer, or the buyer enters into liquidation.

The buyer is entitled to withdraw from the contract if:

- the seller is in default with the proper and/or timely delivery of the goods to the buyer for more than 30 days.

The effects of withdrawal occur upon the delivery of the written withdrawal from one party to the other. In such a case, the contract is canceled as of the date of delivery of the withdrawal, and the parties shall return the mutual performance provided, if possible. If this is not possible, the parties shall provide compensation for the performance, where the price shall be determined according to the contract's pricing arrangement.

11. Anti-Corruption Prohibition and Ethical Declaration

The parties undertake to take all measures to ensure that they, nor any of their employees or representatives, commit any form of corrupt conduct, especially conduct that could be perceived as accepting a bribe, bribery, indirect bribery, or any other criminal offense associated with corruption under the Criminal Code.

The parties undertake not to provide, offer, or promise a bribe to another or for another in connection with procuring matters of public interest or in connection with their own or another's business. The parties also undertake not to accept a bribe or allow a bribe to be promised, whether for themselves or for another, in connection with procuring matters of public interest or in connection with their own or another's business. A bribe is understood as an unauthorized advantage consisting of direct proprietary enrichment or other favoritism, which the bribed person receives or is to receive (or another person with their consent), and to which there is no entitlement.

The parties will not tolerate any form of corruption or bribery, even among their business partners.
The parties declare that they observe their own ethical principles in their business, as well as laws and rules that are binding on them with respect to their business activities. They specifically apply occupational health and safety procedures, corporate social responsibility management procedures, and environmental management procedures in their management systems in accordance with relevant international standards.

12. Personal Data Protection

The seller processes personal data of natural persons acting on behalf of the buyer or listed as contact persons in connection with the contract (hereinafter referred to as "personal data"), based on the following legal grounds: (i) processing is necessary for the conclusion and performance of the contract pursuant to Article 6(1)(b) of Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR); (ii) processing is necessary for compliance with legal obligations of the seller pursuant to Article 6(1)(c) of the GDPR, in particular accounting and tax obligations; (iii) processing is necessary for the purposes of the legitimate interests pursued by the seller pursuant to Article 6(1)(f) of the GDPR, which mainly include debt collection and customer record management.

Personal data is processed for the duration of the contractual relationship and subsequently for the period stipulated by applicable legal regulations, in particular the Accounting Act and the Value Added Tax Act.
The recipients of personal data may include: the seller's accounting and tax advisor, contractual carriers ensuring the delivery of goods, IT service providers of the seller, and other persons within the seller's group. Personal data is not transferred to third countries outside the European Economic Area.

The data subject has the right to access their personal data, right to rectification or erasure, restriction of processing, right to data portability, as well as the right to object to processing and the right to lodge a complaint with the Office for Personal Data Protection. These rights can be exercised in writing at the seller's registered office address.

13. Final Provisions

These T&C are part of the contract and are also published on the seller's website www.amtek.cz. The seller is entitled to unilaterally change these T&C, and is obliged to notify the buyer in writing no later than three (3) days from the change made.
The parties may conclude the contract only in writing, including by email, whereby if a party uses an email as a means of concluding the contract, it is considered a binding form of communication in relation to the other party with all consequences.
The parties confirm that they had the opportunity to negotiate the wording of the contract or the T&C; therefore, it is not a contract of adhesion, and they exclude the application of Sections 1799 and 1800 of the CC.
The legal regime of the contract between the buyer and the seller is Czech law, in particular the CC, and the jurisdiction is determined by the seller's registered office.
The buyer is not entitled to unilaterally set off receivables and/or any other claims against the seller from contracts that include these T&C, nor to assign such receivables to third parties, nor to exercise a right of retention over any documents or items handed over or entrusted to them by the seller.

The parties agree on a fiction of delivery, whereby it is deemed that any document is delivered to the other party no later than the third (3rd) day after dispatch. If the buyer's domicile is outside the Czech Republic, it applies that any document is delivered to the other party no later than the tenth (10th) day after dispatch.

If either of the parties is prevented from fulfilling its obligations under the contract by an extraordinary unforeseeable and insurmountable obstacle arising independently of its will within the meaning of Section 2913 (2) of the CC (such as unpredictable natural disasters, strikes, terrorism, global pandemic), the deadlines for the fulfillment of the obligations set out for the parties by the contract are extended by the period for which the obstacle lasts. The seller is obliged to inform the buyer without delay of the occurrence and cessation of such an obstacle. Once the obstacle ceases to exist, the seller undertakes to make every effort leading to the fulfillment of the contract's purpose and undertakes to ensure the fulfillment of the obligations under the contract without undue delay.