Personal data protection

Principles of protection of personal data and information about processing of personal data of natural persons
(hereinafter the “Policy”)

of the company: PEPERLE AUTO s.r.o.

Registered office: Bartolomějská 291/11, 110 00 Prague 1 – Staré Město, Czech Republic

Company ID: 056 15 160

E-mail: info@peperle-auto.com, info@peperle-auto.com, news@peperle-auto.com

Telephone contact: +420 286 028 013 , +420 286 028 014

 

I. Introductory provisions

1. For the purpose of this Policy:

a. Company means PEPERLE AUTO s.r.o., Company ID: 056 15 160, with its registered seat at Bartolomějská 291/11, 110 00 Prague 1 – Staré Město, Czech Republic,

b. User means any person who visits the Company’s website on www.peperle-auto.com (hereinafter the “Company Website”),

c. Partner means the party (Subscriber) which negotiates with the Company within its business activities and which has registered with the Company as a partner on the Company Website by providing the Company with all data required for registration and having fulfilled all other conditions for registration,

d. Data subject means a natural person, to whom the personal data applies.

2. The Company operates an e-shop on the Company Website. Within the e-shop operation, particularly for the purpose of offering goods and concluding purchase contracts, the Company also processes personal data of the data subjects.

II. Personal data and the purpose of its processing

1. Access to the Company Website may be conditioned by providing certain personal data of the data subject. Without inputting the data referred to in the application for registration or in the order as required, the application or order shall not be admitted.

2. The Company collects and processes the following personal data: data identifying a User or a Partner (such as business name / name, surname, registered office / place of business, Company ID, VAT No.), name, and surname of the User’s or Partner’s representative, correspondence and invoicing address and telephone number and the Partner’s website. The e-shop login name and password are also saved on the Company Website.

3. The Company may also collect and process any other personal data concerning the data subject’s identity as information about selection and utilisation of services and goods for the purposes specified below.

4. The Company processes the personal data of the data subject for the following reasons:

i. processing of order and fulfilment of the purchase contract concluded with the Partner, as well as any related contracts,

ii. settlement of complaints and loss events,

iii. performance of a legal obligation (especially for accounting, tax and archiving),

iv. protection of rights and the Company’s protected interests, in particular for the application assessment for the User registration as a Partner of the Company,

v. for marketing purposes as defined in this Policy.

5. The personal data provided may be used by the Company for the purposes specified in Article II (4) (i) to (iv) of the Policy based on legal regulations without the consent of the data subject.

6. The Company also processes the personal data of the data subjects for the purposes of marketing and the commercial offer of goods by the Company to the Partner. Personal data may only be used for this purpose with the consent of the Partner, except in the case of a legitimate interest of the Company. The Partner, as well as the data subject, agree that the email address provided in connection with ordering the goods by a Partner may be used to send commercial messages by the Company to offer similar goods or discounts for future purchases. In other cases, consent must be obtained for the purposes of marketing events, i.e., for sending notifications of offers, or sending a weekly summary of new offers (marketing, analysis and profiling are also included in this purpose with the aim to adapt the offer to the Partner’s needs). This consent to the personal data processing is completely voluntary. The data subject may express its opinion against processing, handover, or other use of personal data for marketing purposes at any time by e-mail, or the data subject may withdraw its consent to this type of processing, use or transfer of data. Once we receive the disagreement (or appeal, where appropriate) of the data subject, we will no longer process and use the respective data for marketing purposes.

7. In order to protect its rights and legitimate interests to limit unreasonable material risks, the Company may also collect, without the consent of the data subject, the data needed to verify the creditworthiness or credibility of the Partner from the User or the Partner from publicly available sources, lists, registers including information from social networks and the internet, which they publish about themselves or from their own activities.

 

III. Personal data protection

1. The Company shall handle all personal data in accordance with the applicable regulations on personal data protection. The Company is the personal data controller. The personal data will be fully secured against misuse. The Company uses the G Suite service of Google Inc. seated at Amphitheatre Parkway, Mountain View, CA 94043, USA (hereinafter “Google”) meeting the conditions of personal data protection. Find out more about how Google accesses your data on https://policies.google.com/privacy?hl=en.

2. The external administrator of the Company Website also has access to the personal data. The administrator is obliged to protect personal data against misuse to the same extent as the Company.

3. Personal data may be transferred:

i. to persons who arrange for and take part in performance of the contract for the Company, for example, to carriers,

ii. to specialised external entities that performs personal data processing for the Company based on the respective personal data processing contract,

iii. to other entities if necessary for protection of the Company’s rights, for example, to persons providing accounting and tax services, to insurance companies in filing insurance claims, to courts and judicial executors.

iv. to state authorities or to other entities, as the case may be, within performance of statutory obligations,

v. to the companies operating within the PEPERLE Group, namely: PEPERLE s.r.o., Bartolomějská 291/11, 110 00 Prague 1, Company ID: 475 46 018,

vi. to other persons/entities based on the Partner’s request.

 

IV. Data subject’s right to information

1. The data subject has the right to access information about its data stored free of any charge. If the data subject requests information about the personal data processed about it, in particular about the purpose, extent or manner of the personal data processing, the Company is obliged to hand over this information without undue delay, after receiving the request. If the data subject exercises the right to access personal data in electronic form, the Company will also provide the requested information in electronic form, unless the data subject asks for a different manner of providing the information.

2. The data subject also has the right to the portability of its personal data.

3. In the case of a repeated and unjustified request for providing the personal data, the Company is entitled to charge a reasonable fee for the related administrative costs.

4. Where the data subject believes that processing of its personal data is performed by the Company contrary to legal regulations or otherwise contradicts the data subject’s rights, the data subject will have the right to file an objection against the data processing and to request correcting, blocking or deleting such data or to restrict its processing. The Company shall decide on the objection without any delay. If the Company fails to comply with the objection, the data subject may directly address the Office for Personal Data Protection of the Czech Republic.

5. Notwithstanding the foregoing, the data subject may directly address the Office for Personal Data Protection of the Czech Republic with its initiative or complaint.

 

V. Processing and saving cookies

1. The Company Website uses cookie files as described below.

2. The User or the data subject, where appropriate, acknowledges that the Company uses the Google Analytics service, the provider of which is Google. This service helps analyse the manner of use of the internet store, evaluate traffic, optimise marketing activities, and improve the performance of the Company Website.

3. The above service makes use of cookie files. Cookies are small text information in the form of text files sent by the server and stored on the side of the User using the internet store (e.g. in the computer hard disc, laptop, or smartphone (or on its memory card) – depending on the device used by the User and how the device is set up).

4. Information obtained through cookies is stored on servers used by Google, including those in the United States.

5. Upon the Company’s order, Google will use this information to evaluate the use of the internet store by a Partner, to identify geolocation data, to generate site traffic reports, and to provide other services relating to use of the internet store.

6. By using the Company Website, you agree with using cookies under this Cookies Policy and the basic personal data processing unless you have disabled the use of cookies in your browser settings.

7. By default, most internet browsers and devices available on the market are set up to accept saving cookies. Everyone has the option to define the terms of use of cookies by setting up their own web browser or device. This means that you can, for example, partially restrict (e.g. temporarily) or completely disable the possibility of saving cookies – in the latter case, this may affect some of the features of the internet store.

8. Setting up your internet browser or device for cookies is very important from the point of view of your agreement to use cookies in the internet store – pursuant to applicable regulations, such consent can also be expressed by setting up your internet browser or device.

9. If a User disagrees with using cookies in the aforementioned manner, the User should configure the settings of their browser or device for cookies accordingly.

10. The User also notes that the Company’s service providers have their own personal data protection guidelines that are available on the websites of such service providers. You may find out how Google handles data while you use the Company Website on https://policies.google.com/privacy?hl=en 

 

VI. Processing log files

1. While accessing the Company Website, log files are processed with information about access to the website in order to provide and improve our services.

2. Log files are processed without the website User’s consent.

3. The log files are kept for a period set by Google.

4. Processing of the log files will be performed by Google.

5. Within processing the log files, Google shall process the following data, which may (but not necessarily) include the personal data of the Company Website User:

i. The website from which the User visited the Company Website;

ii. IP address;

iii. Date of access and time of access;

iv. Geolocation data;

v. User’s query, if any.

 

VII. Data processing period

1. Unless otherwise specified in this Policy, the Company shall process:

i. Collected data for the period of registration of the Partner with the Company, or

ii. Data necessary for concluding and performing the contract or data acquired in relation to performing the contract for 10 years after entering into the respective contract. If a dispute concerning the contract performance is pending, the period of dispute shall be extended for the time of the dispute and possible execution of decision, or

iii. Data necessary for performance of statutory obligations (tax or accounting, etc.) for the period of existence of the statutory obligation,

iv. Data on the unsuccessful registration of an applicant for the period of 1 year after filing the registration application.

2. The consent to personal data processing for marketing purposes is valid from its granting for the period of the Partner’s registration with the Company, however until revocation of the consent at the latest.

VIII. Final provisions

1. The Partner, as well as the data subject, acknowledges that the Company will exert every effort to prevent unauthorised personal data processing by the processors, nevertheless the Company is not responsible to the data subject for any damage caused by the unauthorised processing of personal data by the processors.

2. Personal data will be processed in electronic form in an automated manner, in particular by using the G Suite service or by a nonautomated method by the selected employees of the Company.

3. All legal relationships arising from or in connection with the registration or the personal data processing are governed by the legal rules of the Czech Republic, regardless of from where the data was accessed. To resolve any disputes arising in connection with the privacy protection between the Partner, or the data subject, where appropriate, and the Company, the Czech courts shall have the jurisdiction and shall apply the Czech law.

4. The Company may change or amend the text of the Policy. The Company shall inform the Partner about each such change at least 30 days before the change takes effect. If the Partner does not agree with the change in the Policy, the Partner will have the right to request its deletion from the database.

5. This personal data protection policy comes into force on 25 May 2018
Pavel Kozak

Managing Director, PEPERLE Group

TERMS AND CONDITIONS FOR THE SALE OF VEHICLES

                                                                                                 

                                                                              (B2B sales)

                                                                  of the PEPERLE Group

 

1. Definitions and Interpretation

Terms and expressions used in these Terms and Conditions written with capitalised first letters shall have the following meaning unless the context requires otherwise:

 

“Additional costs”	has the meaning given by Article 12.4 hereof;
“Supplier”	means a PEPERLE Group entity;
“Purchase price”	has the meaning given by Article 4.1 hereof;
“Purchase Contract”	means a contract concluded between the Supplier of the one part and the Customer of the other part, the object of which is the purchase and sale of the Goods specified in this Contract, with these Terms and Conditions forming an integral part of this Contract, whether it was concluded by way of acceptance of a Purchase Order or an Offer, or by signature of a written copy of the Contract by both Parties;
“Offer”	has the meaning given by Article 3.2 hereof;
“New vehicle”	means a light commercial or passenger motor vehicle with mileage not exceeding 50 km;
“Customer”	means an entrepreneur, sole trader, a legal entity, a VAT payer who concludes a Purchase Contract with the Supplier as a purchaser;
“Purchase Order”	has the meaning given by Article 3.2 hereof;
“The Civil Code”	means Act No. 89/2012 Coll., the Civil Code, as amended;
“Payment of the Purchase Price”	has the meaning given by Article 4.3 hereof;
“PEPERLE Group”	means in particular the following companies: PEPERLE s.r.o., with its registered office at Bartolomějská 291/11, Staré Město, 110 00 Prague 1, Czech Republic, company ID No. 475 46 018, registered in the Commercial Register maintained at the Municipal Court in Prague, Section C, File 19164, PEPERLE AUTO s.r.o., with its registered office at Bartolomějská 291/11, Staré Město, 110 00 Prague 1, Czech Republic, company ID No.: 056 15 160, registered in the Commercial Register maintained at the Municipal Court in Prague, Section C, File 267400,
“Supplier’s Website”	means domain names: peperle.cz, peperle.com, peperle.eu, peperle-auto.com, peperle-auto.de, peperle-auto.fr, peperle-auto.eu
“Parties”	means the Supplier and the Customer;
“Force Majeure”	has the meaning given by Article 11.2 hereof;
“Nearly new vehicle”	means a light commercial or passenger motor vehicle with a mileage of 51 to 5,000 km;
“Goods”	means, in particular, a New Vehicle, a Nearly New Vehicle;

 

2. Introductory provisions

 
2.1. For all relations between the Supplier and the Customer arising from or in connection with an Offer, Purchase Order, or direct conclusion of a Purchase Contract, these Terms and Conditions, which form an integral part of the Purchase Contract (hereinafter referred to as the “Terms and Conditions”), shall apply.

2.2. The Supplier is entitled to use a third party for performance under the Purchase Contract while these Terms and Conditions continue to apply in such cases.

2.3. The Parties hereby expressly exclude the application of the Customer’s terms and conditions.

2.4. Any divergent arrangements under the Purchase Contract shall prevail over the provisions of the Terms and Conditions.

2.5. Delivery according to these Terms and Conditions means delivery through a holder of a postal licence, fax, an on-line form or by e-mail (even without a guaranteed electronic signature) or delivery to a data box or delivery of a link to download the Terms and Conditions from the “Supplier’s Website” or expressing the Customer’s consent to the wording of the Terms and Conditions by means of a form on the “Supplier’s Website”, or personal delivery to the postal or electronic addresses provided by the Parties to each other for these purposes. This agreed method of delivery also applies to commercial documents, including tax documents.

2.6. In these Terms and Conditions, in writing means a letter, e-mail, fax or on-line forms and Internet presentations on the Supplier’s Website that do not require a handwritten signature, unless otherwise stated in these Terms and Conditions.

 

3. Conclusion of the Purchase Contract

 

3.1. The Customer may place a Purchase Order and the Supplier may accept it as well as the Customer may accept the Supplier’s Offer.

3.2. A proposal for the conclusion of the Purchase Contract is a written order of the Customer, in the form of an order form, signed by the Customer, delivered by the Customer to the Supplier (hereinafter referred to as the “Purchase Order”) or a written offer of the Supplier, signed by the Supplier, delivered to the Customer, as well as an online presentation of the Goods by the Supplier (hereinafter referred to as the “Offer”). The conditions specified in the Purchase Order or the Supplier’s Offer do not apply automatically to future transactions.

3.3. The Customer is bound by its Purchase Order until the expiry of the deadline for acceptance specified in the Purchase Order, but at least for 10 working days from the date of delivery of the Purchase Order. The Supplier is bound by its Offer if it has been executed in writing, it contains the Supplier’s signature and if the Offer contains a time limit for acceptance by the Customer.

3.4. By accepting the Purchase Order, the Customer accepts these Terms and Conditions.

3.5. In the event that Purchase Orders and Offers are duly executed pursuant to Article 3.2 hereof, the Purchase Contract is concluded at the moment when the Customer receives the Supplier’s acceptance of the Purchase Order or at the moment when the Supplier receives the acceptance of the Offer by the Customer, and these acceptances require signature of the Offer or the Order by the acting Party. This does not preclude the conclusion of the Purchase Contract by the Parties signing its written copy.

3.6. Acceptance of Purchase Offers or Orders with a derogation, even if it is a derogation that does not substantially change the content of the original terms of the Contract, is deemed to be a rejection of the original Purchase Order or Offer and will be considered a new Order or Offer, i.e. a new offer for the conclusion of the Purchase Contract.

3.7. In the event that the Supplier does not receive written acceptance or rejection of its Offer from the Customer within 10 working days of its delivery to the Customer, the Supplier has the right to withdraw this Offer.

3.8. Furthermore, the Supplier has the right to withdraw its Offer within the time limit for its acceptance in accordance with Article 3.3 hereof in the event that the Customer comes into conflict with the representations pursuant to Article 13.1 hereof.

 

4. Purchase Price and Terms of Payment

 

4.1. Unless otherwise agreed in writing in the Purchase Contract, the Purchase Price is the price for the Goods including equipment and all accessories listed in the Supplier’s Offer or confirmation of the Customer’s Purchase Order. The prices of the Goods do not include VAT, shipping costs, freight charges, unless otherwise agreed by the Parties. (hereinafter referred to as the “Purchase Price”).

4.2. The Purchase Price is paid by bank transfer of the amount of the Purchase Price in the selected currency (EUR or CZK) according to the Purchase Contract. If the currency is not specified in the Purchase Contract, the Purchase Price shall be paid in the Czech currency (CZK). With respect to pricing in the Czech and EUR currencies, the Supplier reserves the right to change the price of the Goods depending on the EUR exchange rate announced by the Czech National Bank until the conclusion of the Purchase Contract.

4.3. The Purchase Price shall be due within 14 days of the invoice date. The moment of payment of the Purchase Price is the moment when the amount of the Purchase Price is credited to the Supplier’s bank account specified on the relevant invoice (hereinafter referred to as “Payment of the Purchase Price”).

4.4. The Customer has no right to deduct or postpone any payment.

 

5. Manner and Place of Delivery of Goods, Transfer of Title and Risk of Loss

 

5.1. Ex Works terms apply to the delivery and acceptance of the Goods according to INCOTERMS® 2010 rules.

5.2. The Supplier’s obligation to deliver the Goods is fulfilled at the moment when the Customer is enabled to accept the Goods at the place of delivery agreed in the Purchase Contract. If the place of delivery is not agreed in the Purchase Contract, the place of delivery shall be the location specified by the Supplier for this purpose to the Customer. The obligation of the Supplier to notify the Customer of the place of delivery and to enable the Customer to take delivery of the Goods shall take place no later than upon full Payment of the Purchase Price.

5.3. Unless agreed otherwise in writing in the Purchase Contract, the Customer shall not be entitled to take delivery of the Goods until the full payment of the Purchase Price.

5.4. The Customer is obliged to accept or arrange for acceptance of the Goods, including any necessary export, customs or other permits at its own expense, at the latest within 30 days of the Supplier’s notification of receipt of Payment of the Purchase Price and of the possibility to accept the Goods at the place of delivery.

5.5. In the event of the Customer’s delay in accepting the Goods from the place of delivery, the Supplier has the right to store the Goods at the Customer’s expense at least in the amount of a really agreed storage fee, but at least EUR 1 for each commenced day of storage. The Supplier reserves the right to store the Goods in a place other than the agreed place of delivery or a place of delivery notified under Article 5.2 hereof and charge the Customer for all costs related to such storage. This does not affect the Supplier’s right to damages.

5.6. A certificate of acceptance shall be drawn up on the acceptance of the Goods; a certificate of acceptance shall also mean a CMR transport document signed by both Parties or representatives of both parties.

5.7. The risk of damage to the Goods shall pass to the Customer under the conditions set forth by the EXW clause according to INCOTERMS® 2010. Any damage to the Goods occurring after the risk of damage to the Goods has passed to the Customer shall not relieve the Customer of the obligation to pay the Supplier the Purchase Price.

5.8. The Customer acknowledges that the Supplier’s delivery periods specified in the Offer are indicative and, if exceeded, do not entitle the Customer to cancel the Purchase Order, withdraw from the Purchase Contract and do not give rise to a right to damages against the Supplier.

 

6. Retention of Title

 

6.1. The title to the Goods shall only pass to the Customer after full Payment of the Purchase Price. By this arrangement the retention of title to the Goods is agreed.

6.2. The Customer shall not be entitled to pledge goods that are unpaid and delivered with retention of title or to encumber them in any other manner. The Customer shall be liable for any damage incurred by the Supplier due to a breach of any of the Customer’s obligations under this provision.

6.3. As soon as the Customer becomes aware that the Goods that are subject to the retention of title in favour of the Supplier are or are to be subject to third-party rights, in particular in connection with distraint proceedings, proceedings concerning the judicial enforcement of a decision or insolvency proceedings, the Customer is obliged to immediately inform the Supplier of such facts. The Customer shall be liable for any damage incurred by the Supplier due to a breach of any of the Customer’s obligations under this provision.

6.4. The Customer undertakes to insure Goods delivered with the retention of title against any damage caused by fire, explosion or water, as well as against theft, and shall maintain such insurance in force, providing information about the insurance policy upon request. Should the insurance benefit be paid on the basis of this insurance policy, the Supplier has the right to satisfy its receivables under the Purchase Contract from the insurance benefit provided.

 

 

7. Goods and Legal Regulations

 

7.1. The Goods and their technical parameters comply with the manufacturer’s definition specified in the Certificate of Conformity (C. o. C). Fuel consumption and emissions correspond to values that are certified by the European Union and comply with the European regulations applicable to all manufacturers of cars sold in Europe. The manufacturer is responsible for the accuracy of these data based on representations made to the Supplier, including through third parties.

 

8. Inspection of the Goods and Liability for Defects

 

8.1. The Customer or a Customer’s representative (carrier or forwarder) shall be obliged to carry out a quality and quantity inspection of the delivered Goods, to report missing equipment or accessories and any defects detectable upon receipt of the Goods (apparent defects) and to mark them in the certificate of acceptance; otherwise, the Customer shall forfeit rights arising from defective performance to the extent of such apparent defects.

8.2. Hidden defects must be reported immediately upon their discovery; however, no later than within 10 days of acceptance of the Goods, otherwise the Supplier is entitled to reject the complaint and the rights of the Customer arising from liability for defects do not arise in such a case.

8.3. In case a complaint regarding a defect that constitutes a material breach of the Purchase Contract is admitted in writing, the Parties limit the Customer’s right from liability for defects to (i) a reasonable discount on the Purchase Price and (ii) remedy of the defect by supplying new Goods with no defect, unless stipulated otherwise in these Terms and Conditions. The Customer has the right to withdraw from the Purchase Contract only if there is a defect that cannot be rectified and this prevents the Goods from being used for the purpose for which the Goods are normally intended.

8.4. The agreed period for settling a complaint is 3 months.

8.5. In case of apparent defects, namely damage to the paint by scratches that cannot be removed by polishing and are visually detectable from all sides of the Goods, the Parties limit the Customer’s rights from defective performance to a reasonable discount on the Purchase Price of up to EUR 200 per vehicle (Goods) part, e.g. wing or bumper, door, etc.

8.6. The exercise of the right to a reasonable discount on the Purchase Price pursuant to Article 8.3 hereof shall not affect the Customer’s obligation to pay the full Purchase Price for the Goods, i.e. the Customer is also obliged to pay the portion of the Purchase Price that, if applicable, would correspond to its right to a discount.

8.7. The Customer is obliged to ensure proper and safe storage of the Goods with respect to which it claims defects and must not handle the Goods in a manner that could prevent the claimed defects from being checked by the Supplier or persons authorised by the Supplier. The Customer shall be obliged to allow the Supplier or persons authorised by the Supplier to inspect the Goods in relation to which defects are claimed.

 

9. Warranty

 

9.1. The Customer shall be entitled to exercise warranty rights according to the manufacturer’s terms and conditions and at the places designated by the manufacturer. Warranty rights cannot be exercised against the Supplier.

 

10. Extent of Damages in Case of Supplier’s Liability

 

10.1. The Supplier’s liability to the Customer shall be limited in all cases to directly incurred damage, in total up to the maximum amount of CZK 270,000 (in words: two hundred and seventy thousand Czech crowns).

10.2. Direct damage shall mean reasonable costs of:

a) identifying the cause and extent of the damage;

b) ensuring that defective performance of the Supplier meets the requirements of the Contract, except where the Supplier cannot be held liable for the respective defect based on the Contract;

c) preventing or limiting the damage.

10.3. The Supplier shall not bear liability for any consequential damage, in particular, for loss of profit, loss of savings, damage inflicted on third parties, and damage due to stagnation of the company.

 

11. Force majeure

 

11.1. Force majeure includes extraordinary, unforeseeable, unavoidable, accidental and uncontrollable events, natural influences and disasters, including actions of third parties, industrial events such as a change in the production of the Goods, a sudden discontinuation of the production of the Goods, termination of the licence, concession, authorisation of the manufacturer or subcontractor, as well as economic events caused by a financial crisis, a significant decline in currency value, changes in the exchange rate (currency), social events such as strikes and revolutions, social events such as civil disturbances occurring in the manufacturer’s, subcontractor’s or supplier’s country and causing damage to the Supplier or Customer. As a rule, no liability is accepted for damage caused by the aforementioned circumstances and events.

11.2. Neither of the Parties shall be liable for any breach of obligations resulting from the Purchase Contract, except for the obligation to pay the Purchase Price, provided that such a failure or delay is caused by an extraordinary unforeseeable and insurmountable obstacle that occurs independently of the will of the obligor and prevents it from fulfilling its obligation (hereinafter referred to as “Force Majeure”). An obstacle resulting from personal circumstances of the obligor, or which does not come into existence until the obligor is already in default on the performance of an agreed obligation, or an obstacle that the obligor is obliged to overcome, shall not release the Party from its responsibility to perform the respective obligation.

11.3. A Party that has violated, violates or is expected, in light of all known facts, to violate any of its obligations under the Purchase Contract as a result of a force majeure event is obliged to immediately inform the other Party about such a violation or event, and to exert every effort to avert such an event or its consequences and to eliminate them.

11.4. If a force majeure event exists for more than 90 days, either Party may withdraw from the Purchase Contract.

 

12. Penalties for Failure to Comply with the Terms and Conditions

 

12.1. In the event of the Customer’s default in paying the Purchase Price, the Supplier shall be entitled to demand a contractual penalty of 0.2% of the outstanding portion of the Purchase Price for each day of default, even a portion of it, and statutory default interest that corresponds per annum to the amount of a repo rate set by the Czech National Bank for the first day of the calendar half-year in which the default occurred, increased by 8 percentage points in accordance with Government Regulation No. 351/2013 Coll., as amended, also for each day of default, even a portion of it.

12.2. The Supplier shall be entitled to compensation for damage caused by failure to pay a monetary debt, even if it is covered by default interest. The contractual penalty clause pursuant to Article 12.1 hereof is without prejudice to the right to damages arising from a breach of the obligation to pay the Purchase Price, and the Parties hereby expressly exclude the application of Section 2050 of the Civil Code.

12.3. Pursuant to Section 1806 of the Civil Code, the Parties hereby expressly agree to interest on default interest.

12.4. In addition to default interest and contractual penalty, the Customer shall be obliged to pay all additional costs incurred by the Supplier as a result of Customer’s default. Additional costs include, in particular, costs incurred additionally as a result of storage, insurance of the Goods and costs associated with a possible claim (hereinafter referred to as “Additional Costs”).

12.5. If the Customer defaults in payment of any amounts resulting from the Contract, Purchase Order or any other contracts entered into with the Supplier, the Supplier shall be entitled to terminate any further deliveries of the Goods under the Purchase Contract with immediate effect and, as the case may be, to withdraw from the Purchase Contract. Failure by the Supplier to deliver according to the preceding clause shall not constitute a breach of the Contract, and the Supplier shall not bear liability for any resulting damage.

12.6. If the Customer fails to pay the Supplier the full due Purchase Price, including any due default interest, contractual penalty and Additional Costs charged to the Customer within the additional period (as further defined in this Article), the Supplier is entitled to sell the unpaid Goods to a third party after giving prior notice to the Customer, and the difference between the Purchase Price, including interest payable, the contractual penalty and the additional costs charged to the Customer to be paid by the Customer and the price paid by the relevant third party shall be paid by the Customer as compensation for lost profit. The additional period for the fulfilment of the Customer’s obligations is set to be within 14 days from the date of sending the first written notice to the Customer.

12.7. The Supplier has the right to set off the payments made by the Customer, first against the Additional Costs, then the default interest owed, then the contractual penalty and finally the principal. Payments are first set off against the invoice that has been due for the longest period.

 

13. Customer’s Representations

 

13.1. The Customer represents that as of the date of conclusion of the Purchase Contract:

a) No insolvency proceedings and/or distraint proceedings have been initiated against it and that it is not aware that any insolvency and/or distraint petition has been filed against it. The Customer also represents that no public authority’s decision is enforceable against it and no public or private document exists which might be a basis for filing a petition for a warrant of distress or for the enforcement of a decision;

b) It has no arrears of taxes or fees, or debts which may give rise to any obligation or restriction concerning the Purchase Agreement, in particular, a legal, contractual or judicial lien), and which may, at the same time, render it impossible to fulfil its obligations under the Purchase Contract in the sense of accomplishing the transfer of title to and acceptance of the Goods and payment of the Purchase Price;

c) It is entitled to conclude the Purchase Contract and is also entitled and has capacity to properly fulfil the obligations contained therein, especially financial obligations.

13.2. The Customer makes representations as of the date of conclusion of the Purchase Contract and undertakes to ensure that these representations are true, complete and not misleading on the date of acquisition of title to the Goods.

13.3. If any of the Customer’s representations pursuant to Article 13.1 hereof proves to be false or incomplete, the Supplier shall be entitled to require the Customer to remedy this defective condition within a reasonable period of time but no later than within 15 days and, at the same time, the Supplier is entitled to a contractual penalty of EUR 10,000 against the Customer (in words: ten thousand euros)

 

14. Termination of the Purchase Contract

 

14.1. The Supplier shall have the right to withdraw from the Purchase Contract if:

a. any Customer’s representation pursuant to Article 13.1 hereof proves to be false or incomplete, and the Customer shall not remedy this defective condition within a reasonable period of time but no later than within 30 days of the Supplier’s notice;

b. at the moment of entering into the Purchase Contract, the Customer is asked to provide a guarantee of fulfilment of the obligations arising from the Purchase Contract, and such a guarantee is not provided or is inadequate;

c. as a result of a delay by the Customer, when, within the meaning of Article 12.5 hereof, the Supplier can no longer be expected to perform the Contract in accordance with the originally defined terms and conditions;

d. a winding-up petition or a petition for liquidation or an insolvency petition is filed against the Customer;

e. the Customer’s assets are subject to distraint, or a substantial change in the control of the assets has occurred.

14.2. The Customer shall have the right to withdraw from the Purchase Contract if:

a. a winding-up petition is filed against the Supplier’s company, bankruptcy is declared, or a petition for liquidation of the company is filed;

b. the Supplier’s assets are subject to distraint, or a substantial change in the control of the assets has occurred.

14.3. Withdrawal from the Purchase Contract shall be effective upon delivery of a written notice by the Party withdrawing from the Purchase Contract to the other Party. In the notice of withdrawal from the Purchase Contract, the reason for withdrawal must be specified.

14.4. In the event of a valid withdrawal from the Purchase Contract, all rights and obligations of the Parties from the Purchase Contract cease to exist and the Parties are obliged to surrender to each other everything received under the Purchase Contract or in connection with it from the other Party. Withdrawal from the Purchase Contract shall not affect the right to damages, the payment of default interest and the payment of a contractual penalty and the provisions of the Purchase Contract concerning the choice of law, resolution of disputes between the Parties and the Parties’ rights and obligations in case of termination of the Purchase Contract.

14.5. In other cases, the Purchase Contract may be terminated by mutual agreement of the Parties.

 

15. Confidentiality

 

15.1. The Parties undertake to maintain the confidentiality of all confidential information concerning the other Party which they learn of in connection with business negotiations or during negotiations regarding the conclusion of the Purchase Contract, regardless of whether a such contract is concluded or not. Confidential information shall mean any information which is significant in competition, identifiable, appreciable and usually unavailable in respective business circles, and which the relevant Party designates as confidential, or information the confidentiality of which results from its nature.

15.2. Information about business transactions between the Customer and the Supplier shall also be considered confidential.

15.3. The Customer undertakes not to publicly present or disclose, in particular, in the media, on the internet, in advertisements or in any other forms of publicity, vehicle production codes, body numbers known as a VIN code, their log book numbers, the number plate numbers of the Goods, or other documents relating to the Goods, especially log books, vehicle registration certificates and certificates of conformity.

15.4. The Purchase Contract shall be archived by the Supplier for the purpose of its proper performance in electronic or paper form for 5 years, and shall not be available to any uninvolved third parties.

15.5. A Party that violates its obligation under this Article 5 hereof shall be liable to the other Party for damage caused thereby.

 

16. Choice of Law and Dispute Resolution

 

16.1. The legal relationship and rights and obligations of the Parties resulting from the Purchase Contract, and the guarantees, modifications and termination thereof shall be governed solely by the laws of the Czech Republic, in particular, Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to in these Terms and Conditions as the “NCC”).

16.2. The application of the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 and rules of international private law is excluded.

16.3. If any disputes arise between the parties in connection with the Purchase Contract or its application or interpretation, the Parties shall exert every effort to resolve such dispute amicably.

16.4. If a dispute cannot be settled amicably, either Party shall be entitled to refer the dispute for resolution to the competent court of the Czech Republic, with the territorial and subjectmatter jurisdiction based on the Supplier’s registered office

 

17. Other and Final Provisions

 

17.1. The Parties represent and warrant that neither of them feels to be or considers itself to be the weaker Party when compared to the other Party and that they had the opportunity to familiarise themselves with the wording and the content of the Purchase Contract and these Terms and Conditions, that they understand the content, intend to be bound by it and that they have sufficiently discussed the contractual arrangements. The Parties declare that this Contract has been concluded based on their true and free will, not under duress or under markedly unfavourable conditions.

17.2. The Parties expressly agree to waive any right to cancel the Purchase Contract and restoration to the original state in the event that the mutual performance under the Purchase Contract is grossly disproportionate and explicitly exclude the application of the provisions of Sections 1788, 1793–1795, 1798–1801, 2050 and 2108 of the Civil Code.

17.3. The Parties declare that they assume the risk of a change in circumstances and that any change in circumstances does not give any Party the right to assert any related claims. The Parties expressly exclude the application of Sections 1765(1), 1766 and 2000 of the Civil Code. This arrangement is without prejudice to the rights and obligations of the Parties under Article 13 and Article 14 hereof.

17.4. The Customer shall not be entitled to assign its claims arising from the Purchase Contract to any third party and shall not be entitled to set off any of its claims against the Supplier’s claims.

17.5. The Supplier is entitled to assign its claims arising from the Purchase Contract to any third party, however, in such a case it undertakes to inform the Customer of this fact.

17.6. The Supplier and the Customer undertake to provide each other with all necessary assistance in the execution of the business case, delivery of the Goods, coordination of logistics, delivery and exchange of related business-case documents, including in the conduct of inspections by revenue or customs administration in connection with transactions between them.

17.7. If the Customer is from another Member State of the European Union and invoicing is performed with a zero VAT rate at the Customer’s request for the reason of selling the Goods to another Member State, the Customer undertakes to fulfil all required conditions for conducting a valid intra-Community transaction. The Customer shall also provide the Supplier with documents proving the sale of the Goods to another EU Member State, such as transport documents, declaration of delivery of the Goods to another state, or a declaration of destination issued by the Supplier for the purpose of inspection by the Czech revenue authorities. The Customer undertakes to indemnify the Supplier for any damages resulting from non-compliance with the aforementioned conditions.

17.8. If, for any reason, it is not possible to issue an invoice with a zero VAT rate, the invoice shall be issued inclusive of VAT at the rate applicable in the Czech Republic, and the Customer shall be obliged to pay the Purchase Price including VAT established in the aforementioned manner.

17.9. All documents, in particular, any Purchase Orders, certificates of acceptance, CMR documents and certificates of vehicle export outside the Czech Republic, must be mutually confirmed in writing by both Parties.

17.10. These Terms and Conditions have been drawn up in Czech, English and German. In the event of any discrepancies between the individual language versions, the Czech version shall prevail.

17.11. This Purchase Contract, including these Terms and Conditions, may be amended or modified only in writing. The Supplier shall be entitled to change these Terms and Conditions at any time, and the Customer may, within 14 days of the date on which this change was notified to it, express its disagreement with the new version of the Terms and Conditions. If the Customer fails to do so, the new version of the Terms and Conditions shall be binding on the Customer upon the expiry of this period. In the event that the Customer refuses the new version of the Terms and Conditions in writing within the abovementioned time limit, the present version of the Terms and Conditions shall remain in force.

17.12. If any provision of the Purchase Contract, including these Terms and Conditions, becomes or is found to be unenforceable, invalid, ineffective or null, such unenforceability, invalidity, ineffectiveness or nullity shall not affect the remainder of the Purchase Contract, including the remainder of these Terms and Conditions. The Parties undertake to replace such
provision with a valid, enforceable and effective provision with the same or similar legal meaning within 7 (in words: seven) days after receiving the request of the other Party, or to conclude a Purchase Contract and Terms and Conditions. The applicability of the Purchase Contract and these Terms and Conditions to the extent of valid and enforceable provisions is not affected thereby.