GENERAL TERMS AND CONDITIONS OF DELIVERY, PAYMENT, AND WARRANTY

These Terms and Conditions valid from 10 March 2009 govern all deliveries of products and goods (hereinafter referred to as the „Goods“) according to orders received from buyers and delivered to the Seller on and after 10 March 2009 and are an integral part of every delivery.

1) Contract of Sale
The Seller shall work out a draft Contract of Sale on the basis of a written order. Where no draft Contract of Sale is worked out, the Buyer´s order and the Seller´s written or telephone confirmation of order apply to the delivery of goods. The Seller is bound by the offer to enter into the Contract of Sale for five working days after the date of sending the draft Contract of Sale. The Contract of Sale becomes legally effective upon the confirmation of the draft Contract of Sale by an authorized or empowered representative of the Buyer and upon the delivery of the original thereof and, as the case may be, of a copy of the letter of attorney to the Seller within the time-limit stated above. In case of failure to observe this time-limit, the Seller can withdraw from the draft Contract of Sale or postpone the date of performance by the same number of working days as by which the Buyer has exceeded the five-day time-limit for the delivery of the confirmed original of the Contract of Sale back to the Seller; the Seller shall notify the Buyer thereof.
2) Subject-Matter of the Contract of Sale
The specification stated in the Contract of Sale is decisive for the scope of supplies and work.
3) Term of Performance
The term of performance stated in the Contract of Sale by the Seller does not include the transport time of the Goods for the Buyer. In the case of an advance payment on invoice (see Article 10 of these Terms and Conditions), the Goods are dispatched after the full advance payment was put to the Seller´s account or after the full advance payment receipt was submitted. This payment must be made at least two days before the date of performance. If the payment is made later, the Seller can postpone the date of performance by the same number of working days as by which the payment is delayed. In case that the Buyer does not pay the advance payment even within five working days after the term of performance, the Seller can withdraw from the Contract of Sale. In case of Seller´s failure to observe the term of performance, the Buyer can charge the Seller the penalty in the amount of 0.1% of the price of the Goods stated in the Contract of Sale for each day of such delay. The Seller is entitled to postpone the dispatch of the Buyer´s Goods until all mature claims are paid.
4) Place and Mode of Delivery
The place of delivery is always the registered office of the Seller. The delivery of the Goods is fulfilled upon the Buyer is enabled to dispose of the Goods at the place of delivery or upon the Goods are handed over to the first carrier at the place of delivery for transport for the Buyer, the first working day subsequent to the date of performance.
The Seller shall state the requested mode of transport that the Buyer has stated in his order:
a) COMMON CARRIER within 24hours – arranged for by the Seller at the expense of the Buyer. In the shipping documents, the Seller is obligated to indicate the address that the Buyer stated as the place of destination in the order. The Seller shall notify the Buyer of the time of delivery of the Goods to the place of destination. The Buyer is obligated to arrange for taking and unloading the consignment at the place of destination at this time. By request, the Seller shall inform the Buyer of the consignment number and of the carrier´s contact details. Upon taking the consignment, the Buyer shall check in the presence of the driver the consignment for completeness and state and condition according to the carriage document. If he finds out any defect or damage to the consignment, the Buyer is obligated to write a report of a defective consignment on the carriage document in the presence of the driver, give notice to the Seller, and agree with the Seller on later procedures. The confirmation of the report of a defective consignment on the carriage document by the carrier´s driver is a prerequisite for presenting a claim relating to the consignment as regards the number of packages (pieces) delivered or damage during transport. If the Buyer does not arrange for taking and unloading the consignment at the agreed place of destination at the agreed time of delivery, the Seller is entitled to charge the Buyer all costs connected with the redelivery of the consignment.
b) UNASSISTED TRANSPORT – from the Seller´s registered office in Hostomice pod Brdy – to be arranged for by the Buyer. The danger of damage to the Goods passes to the Buyer upon the handover of the Goods at the place of delivery. If the Buyer does not take the Goods according to the Contract of Sale that are ready at the place of delivery within five working days after the date of performance and if such delay has not been caused by any defective act on the part of the Seller, the Buyer can charge the Seller for warehousing costs for the next days. The warehousing and handling charges are stated in the Seller´s valid price list of services.
c) BY MAIL – the maximum weight is 10kg.
5) Packaging and Packages
Goods are packed as standard on EURO pallets or, in case of need, on atypical pallets in or without plastic foil and secured by a metal strip. Some Goods are packed in cardboard packages in or without plastic foil. Goods having feet can be dispatched without pallets. Packages are non-returnable. Goods can be dispatched without packages, pieces loaded in bulk, by agreement with the Buyer.
6) Accompanying Documentation
The relevant “Operating and Installation Instructions”, “User´s and Installation Guides”, warranty certificates – delivery notes, and certificates of compliance are parts of the supply.
7) Technical Bases
ALTEKO s.r.o. reserves the proprietary right and the copyright to all technical, design, installation, service, and advertising bases as well as to test and measurement reports. Copies of these bases can be made only with the approval of the Seller.
8) Proprietary Rights to the Goods
The Seller acquires the proprietary rights to the Goods on the date of the fulfilment of all obligations resulting from the Contract of Sale. In case that the Buyer has financial obligations towards the Seller resulting from prior Contracts of Sale, also the full settlement of all prior financial obligations is a prerequisite for the passage of the proprietary rights to the Goods according to this Contract of Sale. The goods remain the property of ALTEKO s.r.o. until that time.
9) Export of the Goods
Any intention to re-export the Goods must be communicated to the Seller upon ordering the Goods and is possible only after the Seller´s written assent to the export of the Goods according to the relevant Contract of Sale is given. Any export of the Goods through third persons is not possible without the Seller´s assent as well. In the case of any breach of this agreement, the Buyer is obligated to pay the damages and reimburse the costs that the Seller has incurred in connection with the breach of his partners´ exclusivities within the given territory.
10) Terms of Payment
The Seller shall state the requested method of payment in the Contract of Sale:
a) Payment on invoice payable by default 21 days after the invoice was issued. When date of expiration in invoice is different, then date of expiration in invoice is valid. In the case of failure to make the payment on the due date, an interest on the debt in the amount of 0.1% for each day of delay is charged.
b) Full advance payment on invoice with 3% discount (see Article 3 of these Terms and Conditions). The tax document is issued by the Seller upon the payment is put to the Seller´s account and upon the dispatch of the Goods.
c) Cash payment with 3% discount.
d) Cash on delivery with 3% discount.
11) Discounts
The Seller gives the Buyer discounts on the price according to the valid discount scheme of ALTEKO s.r.o.
The discount agreed in this Contract of Sale applies only to a delivery under this Contract of Sale.
12) Terms and Conditions of Warranty and Complaints
The Seller is liable towards his first Buyer for that the goods delivered will be fit for use for the purpose specified in the valid technical documentation or that they will retain the properties according to such documentation for the stated time.
The Seller gives the standard warranty period of twenty-four months after the date of delivery for the Goods listed in the valid price list and TANGO units and six months for services. An extended warranty period can be agreed only when the specific conditions are fulfilled during putting the equipment into operation and during service and inspections that will be stated by the Seller and specified in the Contract of Sale.
The warranty applies to material defects, functional defects, and defects created during manufacture. The installation of the Goods must be performed on the basis of a project developed by a qualified projector who shall propose the complex solution of the whole system according to user´s requirements and in compliance with the Seller´s project bases. The installation can be performed exclusively by a professional installation company having a licence according to the Trades Licensing Act and other related regulations. Before putting into operation, initial revisions must be carried out depending upon the equipment configuration. Putting into operation must be carried out by the professionally competent company that shall especially make the adjustment of the equipment and ensure equipment safeguarding and protection using the elements and components prescribed or recommended by the Seller and draw up a report on adjusting and putting the equipment into operation showing, among others, also all measured values of the parameters.
The warranty does not apply to the wear and tear of the Goods and to defects caused by a wrong project, wrong installation, handling, connection or operation, inappropriate storage or transportation, inappropriate electric protection, the non-observance of the specified voltage, any incompetent or inadequate intervention, any modification or disassembly, any repair using parts not approved by the Seller, the use of input medias of nonconforming parameters, any inappropriate use, the non-observance of operating conditions, any natural disaster, forcible damage, the neglect of maintenance, and any unauthorised person´s intervention in the Goods.
The Buyer will make a complaint about the Goods to the Seller in writing (e-mail or fax) without undue delay within the warranty period. The Buyer shall state in the complaint the description of the defect, the serial number of the product under claim (or, as the case may be, the delivery note or invoice number), and the place of installation of the product under claim. On the basis of this written complaint and according to the nature of the defect, the Seller shall agree without undue delay with the Buyer on the method and time-limit of the complaint solution, whether it will be necessary to solve it at the place of installation or in the manufacturing plant. The product under claim must not be disassembled until that time. For recognizing the claim, the Buyer is obligated to submit the warranty list, the report on adjusting and putting into operation, and the report of the initial revision that was drawn up before putting the equipment into operation.
The Buyer and the Seller undertake that they will try to put the Goods under claim into operation as soon as possible. A Seller´s technician shall draw up the service report and make the decision on the justification of the complaint within five working days at the latest. If need be, the defect shall be assessed by a third party within thirty days at the latest.
The Buyer´s costs connected with presenting the claim are borne by the Buyer. In case that the claim is recognized by the Seller, the Seller bears the direct costs of the complaint procedure. Direct costs mean the cost of material and labour cost connected with the repair of the faulty Goods. In case that the complaint is not justified, the Seller charges the Buyer all and every costs that the Seller has incurred in connection with the removal of the defect.
Goods for a particular purpose are selected by the Buyer or the Projector and liability for the choice and use thereof is borne by the Buyer or the Projector to the full extent.
13) Buyer´s Property
The Buyer´s property is recorded, secured, and protected during warranty or service repairs in the Seller´s manufacturing plant so that no damage to or loss of such property can occur. If such situation has however occurred, all costs of the substitution or repair are covered by the Seller.
14) Liability for Damage
The Seller is liable for possible damage only to the extent agreed upon in the relevant Contract of Sale. The Seller is not liable for delayed delivery caused by the carrier.
15) General Agreement
Any deviations from these Terms and Conditions are not valid unless confirmed in writing by both Parties, for instance in the form of the Contract of Sale. Any deviations agreed in the Contract of Sale take precedence over these Terms and Conditions. Upon the Contract of Sale is entered into, any prior agreements relating to the content thereof lose legal effects. Annexes to and alterations of this Contract of Sale are valid only if made in writing and confirmed by both Parties. The Buyer´s terms and conditions of purchase, if any, differing from these Terms and Conditions are not binding for the Seller even if the Seller has not refused them expressly. The Seller is entitled to withdraw one-sidedly from the Contract of Sale in the event that the Buyer has been adjudged bankrupt or a petition for bankruptcy order relating to the Buyer has been filed or the Buyer has taken the decision on the liquidation of the Buyer.
16) Arbitration Clause
All disputes that may arise from this Contract of Sale or in relation thereto and that will not be settled within negotiations between the Parties shall be decided definitely with the exclusion of the powers of courts having general jurisdiction in arbitration proceedings before the Arbitration Court attached to the Economic Chamber of the Czech Republic and Agricultural Chamber of the Czech Republic in Prague in the accordance with the Rules thereof by three arbitrators appointed according to those Rules. The Parties undertake to fulfil all duties imposed upon them in an arbitration award in the time-limits stated therein.
17) Force Majeure
In the event of force majeure (a fire, natural disasters, wars, strikes, government bodies´ acts or the other events that the Seller or Seller´s contractor cannot prevent) the Seller is entitled to withdraw one-sidedly from the Contract of Sale entered into unless the Seller comes to an agreement with the Buyer in the form of an annex to the Contract of Sale. The Seller is obligated to notify the Buyer of any occurrence of such event in writing without delay.
18) General Provisions
The matters that are not expressly regulated by these Terms and Conditions are governed by relevant provisions of Act No. 513/1991 Coll., the Commercial Code, as amended by later regulations. The Seller is entitled to make possible alterations to these Terms and Conditions one-sidedly; the wording of these Terms and Conditions valid on the date of entering into the relevant trade agreement prevails

ALTEKO s.r.o., Pod Cihelnou 454, 267 24 Hostomice pod Brdy, www.alteko.cz, prodej@alteko.cz,, tel.:+420 311 584 102