General Terms and Conditions
1 Introductory Provisions
1.1. These General Terms and Conditions (hereinafter referred to as “GTC”) form an integral part of the offer and/or purchase contract and/or contract for work (hereinafter referred to as the “Contract”) concluded between Elya Solutions s.r.o., with its registered office at K Bílému vrchu 3172/22, Horní Počernice, 193 00 Prague 9, Company ID: 282 39 911, registered in the Commercial Register maintained by the Municipal Court in Prague, File No. C 134619 (hereinafter referred to as the “Company”), and the customer (hereinafter referred to as the “Customer”; the Company and the Customer hereinafter collectively referred to as the “Contracting Parties”).
1.2. The GTC form an integral part of each concluded Contract. The GTC are available at elya.cz. The Contracting Parties may modify or exclude specific provisions of these GTC, but only through a direct written agreement within the Contract or Offer. For the purposes of the GTC, written form also includes standard electronic mail. If requested by the recipient, any communication sent by email shall also be provided in printed form with an authorized signature, and in such case, it shall be deemed delivered upon receipt of this signed hard copy.
1.3. Legal relationships not governed by the Contract, individual offers, orders or these GTC shall be governed by the relevant provisions of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the “Civil Code”).
2 Conclusion of the Contract
2.1. Depending on the scope and form of individual transactions, the following types of contracts are concluded:
a) contracts concluded on the basis of a telephone order;
b) contracts concluded on the basis of a confirmed written order; and
c) written contracts.
2.2. Contract concluded based on a telephone order
Goods not exceeding a value of CZK 20,000 may be ordered by the Customer by telephone without sending a written order to the Company. In such case, the Contract is concluded at the moment the invoice issued by the Company on the basis of the telephone order is delivered to the Customer.
2.3. Contract concluded based on a confirmed written order
The Contract is considered concluded at the moment the Customer receives written confirmation of the written order from the Company. If the Company submits a written offer to the Customer, the Contract is concluded at the moment the Company receives written acceptance of the offer by the Customer. If the Company specifies a deadline for acceptance of the offer, the Contract is deemed concluded if the Customer sends written acceptance of the offer within this period and such acceptance is received by the Company no later than one week after the expiry of the deadline.
2.4. Written contract
In selected transactions, a standard written contract is concluded. A written contract is entered into only in cases where the Contracting Parties agree to do so.
A framework contract may also be concluded, which governs the mutual rights and obligations of the Parties for repeated deliveries of goods under conditions agreed upon once. Individual deliveries are made on the basis of confirmed orders, under the conditions set out in the framework contract.
2.5. If, under the law of the country of origin of the offered or delivered goods or their components, an export or re-export license is required, the effectiveness of any offer, order, or contract, as well as the subsequent delivery of goods, is subject to the issuance of such a license. Until the issuance of such a license, the Company shall not be in default with delivery.
3 Drawings and Documentation
3.1. Information on weight, dimensions, performance parameters, and prices stated in catalogues and price lists provided by the Company to the Customer are preliminary and informational. They become binding only if explicitly stated in the Contract.
3.2. The Company shall, if requested by the Customer, provide by the start of the warranty period (according to Article 11 of the GTC) information and drawings (excluding manufacturing drawings) in sufficient detail for the Customer to commission, operate, and maintain the delivered equipment.
3.3. The Company (or its supplier or another third party) remains the owner and holder of all intellectual property rights related to drawings, technical documentation, software, and other similar items and materials provided to the Customer before or after the Contract is concluded. Their use shall be governed by the provisions of paragraph 3 of the GTC.
4 Delivery Conditions
4.1. Unless otherwise agreed in writing between the Contracting Parties, the place and conditions of delivery are EXW according to INCOTERMS 2010, issued by the International Chamber of Commerce in Paris.
4.2. Storage charges – if the Customer does not collect the ordered goods within the agreed term, the Company shall charge the Customer storage fees in the amount of the actual storage costs incurred after the agreed date of collection. If storage continues for more than 20 working days, the Company will invoice storage fees in advance at the end of each calendar month. If advance payment is agreed in the Contract and the ordered goods cannot be shipped due to non-payment, it is considered storage caused by the Customer, including the consequences stated above.
5 Transfer of Risk (Risk of Damage to the Goods)
The transfer of risk is determined by the EXW clause according to INCOTERMS 2010, issued by the International Chamber of Commerce in Paris, unless otherwise agreed in writing.
6 Delivery Period
6.1. The Company is obliged to deliver the goods within the period agreed upon in the order confirmation or in the written Contract.
6.2. If the delivery period is specified in days, weeks or months, it shall begin from the later of the following events:
a) signing of the Contract or delivery of the acceptance of the offer to the Company; or
b) confirmation of the order by the Company; or
c) completion of all necessary official formalities (e.g., export license) and receipt of all required authorizations and guarantees by the Company; or
d) receipt by the Company of the clarified technical specification, if its subsequent delivery has been agreed; or
e) receipt of the agreed advance payment by the Customer; or
f) receipt by the Company of necessary components or samples, if their delivery has been agreed.
6.3. If the delivery date is set by a specific date in the Contract and the Customer is in delay with fulfilling any agreed obligation stated in the Contract or GTC, the delivery date shall be extended by the number of business days equal to the Customer’s delay.
6.4. If one of the situations under Article 13 of the GTC (Force Majeure) occurs or if delivery is delayed due to reasons on the Customer’s side, the delivery period shall be reasonably extended. This also applies if the cause of the delay arises after the contractual delivery period has elapsed.
6.5. If the Company fails to meet the delivery period stated in the Contract (or determined according to paragraph 3 of the GTC) and fails to deliver even within 30 calendar days from the expiration of the agreed delivery period, the Customer shall grant the Company a reasonable additional delivery period, which shall be no less than 60 calendar days. If this new deadline is not met by the Company due to reasons on its side, the Customer has the right to withdraw from the Contract in the part concerning the delayed delivery.
6.6. The Customer shall have no other rights or claims due to non-compliance with the delivery period than those expressly stated in this Article 6.
6.7. If the Customer delays in accepting the goods and the Company holds the goods, the Company shall ensure their storage at the Customer’s cost and risk. Upon request, the Company shall insure the stored goods at the Customer’s expense. The Company is entitled to retain the goods until the Customer reimburses the related incurred costs. The Customer is obliged to fulfill payment terms under the Contract as if delivery had been completed.
7 Prices and Payment Terms
7.1. Unless explicitly agreed otherwise, all prices are understood without VAT, packaging, warehousing, transportation, customs duties, insurance, and other similar charges.
7.2. Unless otherwise expressly agreed in the Contract or order, the Customer shall pay the Company the price as follows: 60% of the price within 15 calendar days from the date of Contract conclusion, and 40% of the price within 15 calendar days after receipt of the delivery.
7.3. For deliveries of goods valued up to CZK 100,000, which do not require installation and training of the Customer’s personnel, the Customer shall pay the Company 100% of the price within 15 calendar days from the date of Contract conclusion.
7.4. Payments other than for delivery of goods or services (e.g., warehousing, waiting times, etc.) are payable within the period indicated on the invoice, but at least 7 calendar days from the date of invoice issuance.
8 Title and Intellectual Property Rights
8.1. The Company retains title to the goods until full payment has been made in accordance with the terms of the respective Contract.
8.2. The Customer must maintain and insure the delivered goods at their own expense against loss, theft, damage, and destruction due to any events while the Company retains ownership. The Customer may not transfer ownership to a third party or encumber the goods in any way until full payment has been made.
8.3. All intellectual property rights (including copyrights, patent rights, design rights, trademarks, etc.) related to the delivery remain with the Company and/or its suppliers or other third parties. The Customer is only entitled to use the delivery for its own internal purposes. Any transfer of intellectual property rights must be explicitly agreed in writing. The Customer is especially not entitled to trade, disclose, copy, imitate, modify, interfere with, or merge the protected subject matter (e.g., software, patents, designs, documents, and materials under paragraph 3 of the GTC) with other works, inventions, patents, etc. Exceptions include minor and non-substantive interventions and copies made by the Customer solely for internal use, necessary for the proper utilization of the delivery. The Customer undertakes to observe all license and similar agreements related to the delivery communicated or provided by the Company.
8.4. If the Company provides materials protected by intellectual property rights to the Customer in connection with the delivery, the Company guarantees that such provision and use does not infringe third-party rights.
8.5. The Customer agrees, within the scope of their liability under paragraphs 3 and
8.4 of the GTC, to directly settle any justified claims of third parties and compensate the Company for damages incurred as a result of the violation of intellectual property rights.
8.6. If a third party makes a claim against the Company for the infringement of intellectual property rights related to the delivery, and such claim is upheld by a court or acknowledged by the Company, the Company shall, at its expense and discretion:
a) procure a license for the Customer;
b) modify the delivery to avoid infringement;
c) replace the delivery with a non-infringing product. If none of the above options is feasible or excessively costly, and it is unreasonable to require the Customer to bear such costs, the delivery shall be returned and the Company shall refund the Customer the delivery price.
8.7. The Company shall not be liable for infringement of third-party intellectual property rights if: the infringement was caused by any action on the part of the Customer; or the infringement results from an unforeseeable use of the delivery by the Customer.
8.8. Any other claims by the Customer for infringement of third-party intellectual property rights than those stated in paragraph 6 of the GTC are excluded unless the infringement was exclusively caused by the Company’s fault.
9 Testing and Acceptance of Goods
9.1. The delivery shall be tested prior to dispatch according to the Company’s procedures. Any other scope of testing and payment conditions must be agreed in the Contract.
9.2. The Customer is obliged to inspect the delivery as soon as possible after the transfer of risk and to notify the Company in writing of any identified defects without delay. If the Company is responsible for the defects, it shall rectify them at its discretion by repair (if the defect is repairable) or by delivering replacement or missing goods/services as soon as possible considering the nature and extent of the defect, and the Customer must enable the Company to do so.
9.3. The Contract shall specify whether the delivery will be inspected and commissioned by the Company or another qualified person.
9.4. Acceptance tests require a separate written agreement.
9.5. Due to any kind of delivery defects, the Customer has no other rights or claims except those set forth in this Article 9 and Article 11.
10 Commissioning of Goods
10.1. If commissioning of the delivered goods is part of the delivery, the following conditions must be met:
a) All installation and assembly work, performed according to the Company’s instructions (unless carried out by the Company itself), must be completed before commissioning begins. Upon the Customer’s request, the Company will confirm in a handover protocol that all prerequisites for commissioning are met.
b) Company personnel must have free access to the delivered equipment during commissioning from 6 a.m. to 6 p.m. daily.
c) The Customer shall ensure that the commissioning site provides electric power with parameters defined by the Company and a suitable environment according to the Company’s specifications, especially regarding dust, noise, humidity, and temperature.
d) A person familiar with the environment who can assist Company personnel during commissioning must be available at no additional cost.
10.2. The Company has the right to charge the Customer for all waiting times not caused by the Company’s staff. These charges will be based on market rates in Prague at the time of commissioning.
10.3. The Customer shall bear the costs related to preparing the environment and fulfilling the conditions necessary for commissioning.
10.4. Unless expressly agreed otherwise in the Contract (or offer), the delivery price does not include the Company’s services for transport, installation, or commissioning. These services will be charged at market rates in Prague at the time of commissioning.
11 Warranty
11.1. The warranty period is 12 months from the date of delivery of the goods to the Customer. The period begins upon delivery at the place of performance. If the Company is obliged under the Contract to commission the goods at the place of performance, the warranty begins from the commissioning date. The warranty period excludes any time during which the goods cannot be used due to defects.
11.2. The Customer may assert rights under this Article only if it promptly notifies the Company in writing of all identified defects and allows the Company to inspect and remedy the defects.
11.3. A new warranty period shall begin for newly delivered or repaired goods from the date of delivery or repair, as defined in paragraph 1 of the GTC. If the Customer fails to collect the new goods, the warranty begins from the date the Customer is informed the goods are ready for dispatch.
11.4. The Company is not liable for defects caused after the risk of damage has passed due to external events not caused by the Company or its subcontractors. The warranty specifically excludes damage caused by:
a) unauthorized interference,
b) improper storage,
c) incorrect external connection,
d) unacceptable electrical values,
e) improper assembly or adjustment,
f) improper operation.
11.5. The warranty also excludes any other defects beyond the Company’s control, particularly those not proven to result from defective materials, design, or workmanship (e.g., natural wear, poor maintenance, non-compliance with operational regulations, excessive strain, use of unsuitable operating resources, chemical/electrolytic influences, construction or assembly work not performed by the Company).
11.6. The warranty does not apply to optical fibers, external laser optics, lenses, protective glass, nozzles, filters, collimators, hoses, O-rings, gaskets, or insulation.
11.7. For free repairs or replacements of accessories or spare parts during the warranty period, the Customer shall cover transport costs to the Company.
11.8. If the defect is due to poor-quality parts or accessories, the repair or replacement will be free during the warranty period, and the Company shall bear the transport costs.
11.9. If the defect is not due to poor-quality parts or accessories, the Customer shall bear all repair and transport costs.
11.10. For repairs or replacements of accessories or parts at the installation site by the Company’s technician, the service shall be charged according to the current service price list unless the defect is covered by warranty.
11.11. The Customer shall not assert warranty claims if it fails to take timely steps to prevent further damage or does not allow the Company to fix the defect.
11.12. The Company’s response time on working days is up to 48 hours after the defect is reported and initial service data is provided. For reports made on public holidays or weekends, the response period starts from the next business day, considering regular working hours.
11.13. The Customer shall have no rights or claims for quality defects (including defects in materials, design, or Company’s construction/assembly work) other than those expressly stated in this Article 11.
12 Damages and Contractual Penalty
12.1. If the Customer is late with payment, it shall pay a contractual penalty of 0.05% per day of the outstanding amount. The Company may withhold or suspend delivery until payment is made.
12.2. Payment of the contractual penalty does not affect the Company’s right to claim damages.
12.3. Contractual penalties are payable within 15 calendar days from the date of a justified written request. In this case, delivery by regular email is not deemed written delivery.
12.4. The Company shall not be liable for delays or breaches caused by its suppliers.
12.5. The Customer is not entitled to compensation for damage not occurring directly on the delivered goods or for production downtimes, especially loss of profit. These limitations do not apply if the damage was caused entirely by the Company or if excluded by mandatory provisions of the Civil Code.
13 Force Majeure
13.1. If the Company is unable to fulfill its obligations under the Contract due to unforeseen and insurmountable events beyond its control (e.g., natural disasters, pandemics, war, terrorism, strikes, supplier delays, etc.), it shall not be liable for any resulting damage or delay.
13.2. The delivery period shall be extended by the duration of the force majeure and a reasonable time for resuming operations. If the event continues for more than 6 months, either party may terminate the Contract by written notice.
13.3. The Company shall promptly inform the Customer in writing of the beginning and expected duration of the force majeure event.
14 Termination of Contract
14.1. The Company may terminate the Contract immediately by written notice if:
a) the Customer is in material breach and fails to remedy it within 30 days of written notice;
b) insolvency, liquidation, or enforcement proceedings are initiated against the Customer;
c) the Customer delays payment by more than 30 days.
14.2. In case of termination, the Customer shall pay for goods and services delivered up to the termination date.
14.3. Termination does not affect rights and obligations that accrued before termination.
15 Confidentiality
15.1. The Customer agrees that all information to which they gain access, or which is communicated to them in writing, electronically, or verbally by the Company or its employees, members of statutory bodies, agents, or external advisors (hereinafter referred to as “Representatives”) in connection with the Contract during the course of negotiations or after its conclusion, shall be considered confidential (hereinafter referred to as “Confidential Information”). The Customer also agrees that all business, production, technical, or economic information related to the Company’s activities that is not publicly available shall be considered Confidential Information. This includes in particular information concerning manufacturing or other processes, analyses and memoranda, business methods, strategic plans and intentions, know-how, copyrights, computer software, database content, all data in software applications, and accounting and tax data of the Company. Confidential Information also includes any information designated as confidential by the Company.
15.2. The Customer undertakes to maintain confidentiality regarding all Confidential Information. The Customer acknowledges that some of the Confidential Information also constitutes trade secrets protected under the applicable provisions of the Civil Code, and that this clause does not exclude the protection of facts safeguarded by the Civil Code.
15.3. The Customer is entitled to disclose Confidential Information to a third party outside of their employees only with the prior written consent of the Company. However, the Customer is obliged to bind such third parties to confidentiality to at least the same extent as the Customer is bound. The Customer is liable for any breach of obligations by these third parties to the same extent as if they had breached the obligations themselves.
15.4. Confidential Information does not include:
a) information that was publicly known and freely available at the time it was provided or made available to the Customer and/or its Representatives;
b) information that becomes publicly known and freely available after it has been provided or made available to the Customer, unless it becomes so due to a breach of the Customer’s obligations;
c) information that was demonstrably known to the Customer and/or its Representatives before it was provided or made available;
d) information the Company has declared in writing not to be Confidential Information from that point onward;
e) information required to be disclosed under generally binding legal regulations or a decision issued by a competent public authority, provided the Customer promptly notifies the Company in writing.
15.5. The obligation of confidentiality under this article of the GTC shall remain in effect even after termination of the Contract.
15.6. For each breach of any obligation set forth in this article, the Customer agrees to pay the Company a contractual penalty in the amount of CZK 100,000.
16 Final Provisions
16.1. The Contract and all related legal relationships shall be governed by the legal regulations of the Czech Republic, excluding conflict of law rules and the UN Convention on Contracts for the International Sale of Goods (CISG). All disputes arising from the Contract which cannot be resolved amicably shall be decided by the competent general court of the Czech Republic.
16.2. The Customer is not entitled to assign any of its claims from the Contract, even partially, to any third party without the prior written consent of the Company.
16.3. If any provision of the Contract or these GTC becomes invalid, illusory, illegal, or unenforceable, the validity, effectiveness, or enforceability of the remaining provisions shall not be affected. The Parties hereby undertake to replace such invalid, illusory, illegal, or unenforceable provision with a valid, lawful, and enforceable provision that best achieves the original commercial intent of the Parties.