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, support@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

COMMERCIAL TERMS AND CONDITIONS

1 Definition of Terms

The following terms, if used in these General Commercial Terms and Conditions, shall have the following meanings, unless expressly specified otherwise:

• Contractor: a party acting with the Customer on behalf of: PEPERLE s.r.o., Identification No.: 47546018 or PEPERLE AUTO s.r.o., Identification No.: 05615160, with its registered office at Bartolomějská 291/11, 110 00 Prague 1, Czech Republic.

• Customer: a party who negotiates with the Contractor within the scope of its business operations (purchases and sales) based on regular (face to face) business relationships, or who has registered as a Customer with the Contractor on the website peperle-auto.com for online purchases and sales (business to business) by disclosing registration data to the Contractor, having fulfilled the registration conditions and being familiar with the commercial terms and conditions and personal data protection.

• Contract: a bilateral agreement entered into between the Contractor and the Customer in writing in the form of a purchase contract, other contract or agreement, or a purchase order.

 

2 General Information

1. These Commercial Terms and Conditions of the Contractor (hereinafter “the CTC” ) shall apply to all legal relationships which the Contractor enters into when concluding business transactions with the Customer. The CTC form an integral part of all contractual legal relationships with the Contractor. The CTC also apply to every offer or proposal filed by the Contractor.

2. These CTC are also applicable to legal relationships where the Contractor makes use of a third party for the performance.

3. The Contractor has the right to make use of a third party for a performance.

4. Application of the Customer’s general commercial terms and conditions to legal relationships between the Customer and the Contractor is hereby expressly excluded.

5. In the event that one or more provisions of these CTC become invalid or revoked, the other provisions shall remain in full force. The Contractor shall replace the relevant provision with another provision, taking the intent and purpose of the original provision into account to the greatest possible extent.

6. If the Contractor or the Customer intentionally or unintentionally does not insist on a precise performance of any of the provisions or obligations under these CTC or under the Contract by the other party, this shall not be regarded as a circumstance causing a change in such a provision. Such an omission shall not be interpreted as a waiver of the right of the Contractor or the Customer to insist on a performance in strict accordance with these CTC and the Contract in the future. All provisions, conditions and obligations hereunder and under a contract shall be valid to their full extent for the duration of the Contract, unless amended by a written bilateral agreement between the parties.

7. If these CTC refer to written form, it shall mean e-mail or fax, provided that their receipt is confirmed in writing.

8. The Customer agrees that commercial documents, including tax documents, may be issued and delivered by the Contractor to the Customer in electronic form (without an electronic signature) to the contact e-mail addresses which the Customer provides upon registering with the Contractor.

9. Postal shipments shall be delivered by the Contractor to the Customer’s address specified upon registration or, as the case may be, to a new address notified by the Customer. The Customer shall deliver postal shipments to the address specified in confirmation of an order. Postal shipments are deemed to have been delivered on the fifteenth day after the date of dispatch to the addressee.

10. The Customer shall ensure timely provision of any information that the Contractor designates as necessary, or information which the Customer should know is important for the performance of the Contract. If such information is not provided in time, the Contractor shall have the right to suspend the performance of the Contract, and to charge additional costs incurred in connection with such a delay.

11. The Customer further declares that it shall inform the Contractor in advance about any and all changes on its part which may affect the cooperation between the Customer and the Contractor (in particular changes concerning the Customer’s entry into insolvency proceedings, decisions on the Customer’s liquidation, termination of business, etc.).

12. The Contractor has the right to change and/or amend these CTC. Any changes or amendments shall apply to both new and existing contracts unless the Customer makes any comments on the new wording of the CTC within five business days of notification on the Contractor’s website or notification to the Customer (the Customer shall be notified when it makes its next purchase and any such comments shall be a mandatory part of this purchase). If no comments are made, the amended CTC shall apply upon expiration of the aforementioned period. If the Customer does not accept a change or the amendment, already existing contracts shall be performed under the previous CTC.

 

3 Offers and Proposals

1. All offers, proposals or presentations of goods by the Contractor are informative only, and shall not be considered binding offers (proposals for entering into a contract). A Contract shall only be entered into after the Contractor accepts the Customer’s order, unless otherwise stated in the Contractor’s offer or proposal. Automatically sent notification of acceptance of an order shall not be considered binding acceptance of an order.

2. The Customer shall place an order by filling in all data and particulars specified in the order form. An order from the Customer is a proposal to enter into a purchase contract. The Customer shall be bound by its order or offer until it is accepted or rejected by the Contractor. The period provided to the Contractor for acceptance is five business days.

3. A confirmed order shall be binding for both parties, and the specifications of the goods in the order cannot be subsequently amended by the Customer.

4. The prices of the goods are quoted in CZK or EUR, exclusive of VAT (EXW – ex works), without transport costs, shipping charges, etc. Although the prices quoted for the goods should be up to date, an error caused by a technical defect or other unforeseeable circumstances cannot be completely excluded, and therefore the Contractor reserves the right to change the price of the goods depending on the CZK/EUR exchange rate announced by the Czech National Bank in the course of an order’s existence until it is completed. If the price is increased in the aforementioned manner, the Customer shall only be bound by its order if it accepts the increased price.

5. By placing an order, the Customer accepts these Commercial Terms and Conditions and the price of the ordered goods, including any shipping and handling costs applicable at the time of submitting and sending the order.

6. A concluded purchase contract shall be archived by the Contractor for the purpose of its successful performance in electronic or paper form for 5 years, and shall not be available to any uninvolved third parties.

7. The Contractor’s delivery times are only informative or expected times, and in the case that they are not adhered to, such a fact shall not entitle the Customer to cancel the order or to claim any damages.

8. If the Customer enters into a contract with the Contractor by accepting a binding proposal from the Contractor, it shall not be possible for the Customer to accept the proposal with an amendment or a derogation. Accepting a proposal with an amendment or a derogation, even if insignificant, shall be considered a rejection of the proposal.

9. The Contractor’s offers or proposals shall not automatically apply to recurring orders from the Customer.

 

4 Method and Place of Delivery of the Goods

1. The Contractor shall only deliver the goods to the Customer after the purchase price has been paid, unless otherwise agreed in the particular case.

2. The delivery of the goods shall be performed EXW (ex works) of the Contractor under INCOTERMS 2010, as amended. The Contractor’s works shall mean the place of delivery agreed in the Contract, and unless otherwise agreed, the works shall be the place of delivery notified by the Contractor to the Customer.

3. The Contractor’s obligation to deliver the goods shall be met at the moment the goods are made available to the Customer in accordance with the Contract.

4. The Customer shall be obliged to arrange for the take-over and transport of the goods at its own expense, including any necessary permits, and to provide the Contractor with all the information necessary in the respective matter. If the Customer fails to perform its obligation in a proper and timely manner, the Contractor shall have the right to store the goods at the Customer’s own risk and expense.

5. The Customer must remove the goods no later than 30 days after notification that the goods have been paid for and are ready for takeover; if the Customer fails to do so, it shall be obliged to pay storage charges incurred after the expiration of said period in the amount of EUR 1.50 per each started day of storage. The aforementioned shall be without prejudice to the Contractor’s right to claim additional damages.

 

5 Inspection of the Goods and Responsibility for Defects

1. The Customer or the Customer’s representative (carrier or forwarder) shall be obliged to perform a check of the quality and quantity of the supplied goods upon takeover.

2. Any apparent defects must be reported to the Contractor in writing within 2 business days after takeover.

3. Any hidden defects must be reported as soon as they are discovered, but no later than 30 days after takeover of the goods.

4. If the Customer violates its obligation to check and inspect the goods or to notify the Contractor of any hidden defects in a timely manner according to these CTC, the Contractor shall be entitled to refuse the complaint and the Customer shall not be entitled to make a claim from liability for defects shall in such case.

5. The Customer shall be obliged to pay the full price of the goods, even if it has properly exercised its rights for a defective performance, i.e. the Customer shall also be obliged to pay the part of the price representing its potential right to a discount.

6. The Customer shall be obliged to ensure proper and safe storage of goods for which defects are claimed, and must not dispose of the goods in a manner which would not allow for checks of the claimed defects by the Contractor or persons authorised by the Contractor. The Customer shall be obliged to allow the Contractor or persons authorised by the Contractor to inspect the goods in relation to which defects are claimed.

7. If the Contractor acknowledges the complaint as justified in writing, the Customer may request a repeat delivery of the goods or a discount on the purchase price. Withdrawal from the Contract shall only be possible if delivery of the defective goods constitutes a substantial breach of the purchase contract, for example, by effects of force majeure. The Customer shall not be entitled to return the goods before termination of the complaint procedure without the Contractor’s express written consent.

 

6 Payment of the Purchase Price

1. The purchase price must be paid in a currency chosen in advance; if no currency is chosen in advance, CZK (Czech crown) shall be the preferential currency.

2. The payment must always be made before the Customer or a person authorised by the Customer takes over the goods. The purchase price shall be due within 14 days of the invoice date. The payment must be made by bank transfer, and must be credited to the Contractor’s account no later than the last day of the invoice maturity period.

3. The Customer has no right to set off or postpone any payment.

4. If the maturity period of the Contractor’s invoice is not observed, the Customer shall be in default. In the case of default, the Customer shall be obliged to pay the Contractor default interest in the amount of 0.04 % of the due amount for the goods for each started day, unless statutory default interest is higher, in which case the statutory rate shall apply. Default interest on the due amount shall be calculated from the first day of the delay until the payment is made in full.

5. The Contractor shall be entitled to compensation for damage caused by failure to pay a monetary debt, even if it is covered by default interest. In addition to default interest, the Customer shall be required to pay (as a part of damages) any additional costs incurred by the Contractor as a result of the delay. “Additional costs” shall mean, inter alia, additional incurred costs of warehousing and insuring the goods.

6. If the Customer is delayed with the payment of any amounts resulting from the Contract, order or any other contracts entered into with the Contractor, the Contractor shall be entitled to stop any further deliveries of the goods under the purchase contract with immediate effect and, as the case may be, to withdraw from the Contract. Failure to deliver according to the preceding clause shall not constitute a violation of the Contract, and the Contractor shall not bear responsibility for any damage caused thereby.

7. If the Customer fails to pay the Contractor the full purchase price payable by the date set in accordance with this article of CTC, the Contractor shall be entitled, after providing the Customer with prior notice, to sell the unpaid-for goods to a third party, and the difference between the price that would be paid by the Customer and the price to be paid by the third party shall be reimbursed by the Customer as a compensation for lost profit. The grace period for the performance of the Customer’s obligation shall be set at 14 days.

8. The Contractor has the right to set off the payments made by the Customer, first to cover the costs, then to pay the due interest, and finally to pay the
accrued interest and the amount of the principal. Payments are first assigned to the invoice that has been due for the longest period.

 

7 Reservation of Title and Risk of Damage to the Goods

1. The Customer shall acquire the title to the goods upon full payment of the purchase price according to these CTC.

2. The Customer shall not be entitled to pledge goods delivered with reservation of title or to burden them in any other manner.

3. In the case that the goods with reservation of title are garnished by third parties, or if any third parties intend to exercise their rights in connection with the goods, the Customer shall be obliged to promptly and properly inform the Contractor.

4. The Customer shall be liable for any damages incurred by the Contractor due to a breach of any of the Customer’s obligations under this provision.

5. The Customer undertakes to insure goods delivered with reservation of title against any damage caused by fire, explosion and water, as well as against theft, and shall maintain such insurance in force, providing information about the insurance policy upon request. If indemnity is paid based on this insurance, the Contractor shall be entitled to such indemnity.

6. 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 as amended. Any damage to the goods occurring after the risk of damage to the goods has passed to the Customer shall not relieve the Customer from the obligation to pay the Contractor the purchase price.

 

8 Warranty

1. The manufacturer’s standard warranty applies to cars (goods). It is valid in the country of the original Contractor and expires 2 years after the date of delivery of the goods to the Customer.

2. The right to exercise warranty claims shall pass to the Customer on the date of acquisition of the title.

3. The Customer shall be entitled to make warranty claims according to the manufacturer’s conditions and at the places designated by the manufacturer; this right shall not apply to the Contractor.

 

9 Zero VAT Rate

1. If the Customer is from another member state of the European Union and invoicing is performed with a zero rate of VAT upon 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 intraCommunity transaction. The Customer shall also provide the Contractor with documents proving the sale of 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 Contractor for the purpose of inspection by the Czech tax authorities. The Customer undertakes to indemnify the Contractor in the case of any damages resulting from non-compliance with the aforementioned conditions.

2. If, for any reason, it is not possible to issue an invoice with 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.

 

10 Termination, Cancellation and Alterations of the Contract

1. The Contractor shall have the right to withdraw from a purchase contract if:

a.  the Customer fails to fulfil its obligations under the Contract in time or to the full extent;

b. after entering into the Contract, the Contractor is informed about any circumstances representing a sufficient reason for the Contractor to be concerned that the Customer is not going to meet its obligations;

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

d. as a result of a delay by the Customer, the Contractor can no longer be expected to perform the Contract in accordance with the originally defined terms and conditions;

e. a motion for dissolving the company is filed against the Customer, insolvency is declared, or a petition for liquidation of the Customer is filed;

f. the Customer requests suspension of payments due to insolvency.

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

2. The Contractor shall have the right to withdraw from a purchase contract if:

a. a motion for the dissolution of the company is filed against the Contractor, insolvency is declared, or a petition for liquidation of the company is filed;

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

3. Withdrawal from the purchase contract shall be effective upon delivery of 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.

4. Withdrawal from the purchase contract will terminate all rights and obligations of the parties to the purchase contract, with the exception of the right to compensation for damages,  payment  of default interest, payment of a contractual fine, and the provisions of the purchase contract and of these CTC concerning choice of law, settlement of disputes between the parties, and regulation of rights and obligations of the parties in the event of termination of the purchase contract.

5. In other cases, the Contract may be terminated by mutual agreement of the parties.

 

11 Responsibility and Indemnification

1. The Contractor’s liability to the Customer shall be limited in all cases to directly incurred damages up to the maximum amount for which the Contractor is insured, i.e., currently up to CZK 270,000.

2. Direct damages shall mean reasonable costs of:

a. identifying the cause and extent of the damages;

b. ensuring that a defective performance of the Contractor meets the requirements of the Contract, except when the Contractor cannot be held liable for the respective defect based on the Contract;

c. preventing or limiting the damages.

3. The Contractor shall not bear responsibility for any indirect damages, consequential damages, loss of profit, loss of savings, damages caused by a violation of the intellectual property rights of third parties, and damages due to stagnation of the company.

4. A claim for compensation for damages, if the Contractor is to be held liable for such damages, in connection with delivery of a car by the Contractor must be filed with the Contractor in writing no later than 24 hours after delivery, by making a record in the bill of lading (CMR) and by submitting photographic documentation (vehicle registration number / chassis number / apparent problem).

5. Damage shall mean, among other things, any damage to lacquer, such as scratches that cannot be removed by polishing, and which are visually detectable from every side of the vehicle (goods). The maximum acknowledgeable compensation in such a case is EUR 200 for the respective part of the vehicle (goods), for example, a wing or bumper, door, etc.

 

12 Confidentiality

The parties undertake to maintain the confidentiality of all confidential information concerning the other party, which they learn of in relation to business negotiations or during negotiations for entry into a contract, regardless of whether a such contract is entered into or not. Confidential information shall mean any information which is significant in competition, identifiable, assessable and normally unavailable in respective business circles, which the relevant party designates as confidential, or information whose confidentiality results from its nature.

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

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, the serial numbers of the vehicles known as a VIN code, the numbers of their Vehicle Registration Documents, registration numbers of the goods, or any other document relating to the vehicles (goods), particularly Vehicle Registration Documents, Vehicle Registration Certificates, and Certificates of Conformity.

A party that violates its obligation to maintain confidentiality shall be responsible for damages caused thereby to the other party.

 

13 Force Majeure

1. 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 unforeseeable and insurmountable impediment that occurs independently of the will of the obliged party and prevents it from fulfilling its obligation (hereinafter referred to as a “Force Majeure”). An impediment resulting from personal circumstances of the liable party, or which does not come into existence until the liable party is already delayed with the performance of an agreed obligation, or an impediment that the liable party is obliged to overcome, shall not release the party from its responsibility to perform the respective obligation.

2. A party that has violated, violates or is expected, in the 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.

3. If a force majeure event exists for more than 90 days, either party may withdraw from the purchase contract.

 

14 Choice of Law and Settlement of Disputes

1. The legal relationship, or rights and obligations of the parties resulting from a purchase contract, and the assurance, modifications and termination thereof shall be exclusively governed by legislation of the Czech Republic, in particular by Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to in these CTC as the “NCC” ).

2. Application of the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 and conflict of laws provisions are excluded.

3. If any disputes arise between the parties in relation to the purchase contract or to its application or interpretation, the parties shall exert every effort to preferentially resolve such dispute amicably.

4. If a dispute cannot be settled amicably, either party shall be entitled to refer the dispute for resolution to the materially competent court of the Czech Republic, having local jurisdiction according to the Contractor’s registered office.

 

15 Miscellaneous Provisions

1. The parties declare and confirm that neither of them feels to be and is not considered to be a lesser party in comparison with the other party, and that the parties have had the opportunity to familiarise themselves with the text and content of the agreement, that they understand and want to be bound by its content, and that they have sufficiently discussed the contractual covenants.

2. The parties have agreed to exclude the application of Sections 1798 to 1801 of the NCC.

3. Both the Contractor and Customer are entitled to assign their rights and obligations resulting from the Contract to any third party, however they shall be obliged to inform each other of such a fact in advance.

4. The Contractor and Customer undertake to mutually provide cooperation during any inspections by financial or customs authorities in connection with transactions carried out hereunder. 5. If the Customer is delayed with the performance of its obligations, the Contractor shall not be obliged to perform its own obligations until the Customer’s obligation has been fulfilled; the aforementioned shall be without prejudice to the Customer’s liability for any damages incurred by the Contractor.

6. All documents, in particular any orders, handover reports, CMR documents and certificates of vehicle export outside the Czech Republic, must be mutually confirmed in writing by both parties.

7. These Commercial 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.

 

Valid from 25.5. 2018

 

Pavel Kozak

Managing Director, PEPERLE Group