1. INTRODUCTORY PROVISIONS

1.1. Provided no other terms were agreed upon in written form, these General business and delivery terms, issued in compliance with Section 273 of the Commercial Code of the Czech Republic (hereinafter only “the TERMS”), govern the contractual relationship between Promo Direct s.r.o., Bulharská 996/20, 101 00 Praha-Vršovice, Identification no. (IČ) 27584348, registered in the Commercial Register of the Municipal Court in Prague, section C, insertion 114677, as the Seller and the Buyer listed in the Purchase contract (hereinafter only "the Contract").

1.2. The contractual relationship between the Buyer and the Seller (Promo Direct s.r.o.) initiates either based on signing a document called the Purchase Contract by both parties or by sending a written order (e-mail, fax or mail) by the Buyer to the Seller and by written acceptance of the order by the Seller (e-mail, fax or mail).

2. SUBJECT/MATTER

2.1. The subject/matter is a delivery of promotional items with or without printing (hereinafter only "the goods") and services listed in the Contract, including all its attachments.

3. PURCHASE PRICE OF GOODS AND SERVICES (PRINTING)

3.1. The price listed for each item, and in the printing pricelist in the catalogues of the Seller (hereinafter only “the catalog”), does not include the VAT and, unless another price has been agreed upon in written form or a different price is agreed upon during the year by a specially issued pricelist, it represents the valid purchase price of the goods and printing for the concluding of the Purchase Contract on the pertinent day. In case a pricelist has been issued for a catalogue, then the purchase price of goods and printing is governed by the prices and, eventually, terms listed in the pricelist valid as of the day of signing the contract.

3.2. The price of goods does not include the costs for transport of goods to the buyer unless agreed otherwise.

3.3. The price of goods does not include the cost of packaging, which will be charged separately on the invoice pursuant to a special pricelist.

3.4. The price of the goods charged with batteries does not include the price of the batteries (unless stated otherwise in the catalog) and the batteries must be ordered separately.

3.5. The additional charges listed in the valid pricelist for printing for the pertinent acts and technologies will be charged in addition to the price of printing.

3.6. An additional fee of 20% will be added to the orders with printing, provided the financial limit pursuant to Article 9.1 is not met.

3.7. Within the individual orders, or within a yearlong contact, the Seller might provide a one-time individual discount for goods for orders over 4,000 EUR without VAT. This discount will be handled individually.

3.8. The agreements on the one-time discount above expire in case of a special agreement on a special yearlong or "agency" discount.

3.9. In case the price of foreign currency rises by more than 3%, the Seller is entitled to increase the price of goods for the already signed purchase contracts. If the increase of price will be more than 10%, the Buyer has the right to withdraw from the Contract.

4. DELIVERY TIME PERIOD

4.1. DELIVERY TIME PERIOD
a. 1-5 weeks for orders without printing
b. 3-5 weeks for orders with printing

4.2. The delivery time period for orders with printing starts on the day of agreeing on the artwork.

4.3. For the orders with printing, the Buyer is obliged to deliver the artwork to the Seller within 24 hrs after concluding the Purchase Contract (accepting the order) and approve the graphic previews for printing within 48 hrs from their sending and send them back to the Seller to the DTP.

4.4. When agreeing on installment payments, the delivery time period starts to run on the day of depositing the deposit in its full amount to the Seller's account.

4.5. For orders with printing, the delivery time period will be extended by as many initiated working days for which the Buyer is late with the delivery of artwork materials for the printing or approving the sent previews for printing above the time period stated in Article 4.3.

4.6. The Seller is obliged to hand the Buyer the artwork for approval at the latest within 6 working days from the day of receipt of the complete artwork materials for printing.

4.7. If the Buyer and Seller agree on an express delivery time period for the printing, the price of the goods increases as follows:
a) by 100% from the price of printing for the confirmed delivery time period within 3 working days
b) by 50% from the price of printing for the confirmed delivery time period within 4-7 calendar days

5. DELIVERY TERMS

5.1. Upon agreement, the Buyer will mark in the Contract one of the following delivery methods:
1 personal acceptance in Prague
2 vehicle transport with payment on delivery (DHL, DPD,…)
3 vehicle transport without payment on delivery (DHL, DPD,…)
4 delivery to the Buyer (Promo Direct s.r.o. – contractual fee)

5.2. The place and time of performance of the subject/matter of the Contract is:
a) 1 the registered office of the Promo Direct s.r.o. branch
b) 2, 3 the place and time of delivery of goods to the first independent transport company or post office in the registered office of the Seller

5.3. Unless agreed otherwise, the Buyer pays the costs of transfer pursuant to the options in article 5.1 in the following way:
a) 2, 3 directly to the transport company
b) 4 to the Seller as a special item on the invoice

5.4. The Seller is also entitled to perform the subject/matter of the Contract partially, and the Buyer is obliged to accept the partial performance of the subject/matter of the Contract.

5.5. If the Buyer is late by more than 14 days with accepting the goods, in case of paying the deposit (pursuant to 6.2. item C of the TERMS or in case of goods delivered by the Buyer), the Seller will appeal the Buyer to accept the goods in a substitute time period of 10 days and also announce to the Buyer that it intends to sell the goods. After vain expiration of the 10 days time period, the Seller is entitled to sell the goods for the minimum value of 20% of the purchase price. The Seller is entitled to keep from the sale profit the amount corresponding to the costs related to the sale and storage fee in amount of 3 EUR/day. The rest gained from the sale will be returned to the Buyer. The Buyer must request to be paid the remaining part.

6. PAYMENT TERMS
6.1. The Buyer pledges to pay the purchase price for the delivered goods and services including the potential shipping, packaging as well as any additional fees and VAT.

6.2. After a mutual agreement, one of the following methods of payment will be marked in the Contract:

A invoice after delivery of goods
B cash on delivery
C 100% deposit incl. VAT in advance
D Payment on delivery (vehicle transport, post service)
E deposit + invoice
F deposit + cash on delivery

6.3. If the price of the ordered goods without VAT is not more than 500 EUR, only options B, C and D are applicable.

6.4. In case of the C option, the Purchase price on computer with specification of all the prices and VAT serves also as the proforma invoice and the Buyer is obliged to pay the deposit within the agreed time period.

6.5. If the Buyer fails to pay the deposit within the agreed time period, the right of the Buyer for the discount, pursuant to 3.7. letter b) of the TERMS, expires, unless agreed by the contracting parties otherwise.

6.6. In case of the A option, the Seller has the right to invoice from the day of delivery of the goods to the Buyer or to the first public transporter.

6.7. The invoice is due within 14 days from the issue date; the invoice is considered paid on the day of paying the entire invoiced amount to the Seller's account.

6.8. The Seller is also entitled to invoice a partial performance of the subject/matter of the Contract and the Buyer is obliged to pay such invoice within the due period.

6.9. The ownership rights to the subject/matter of the Contract, pursuant to each order, transfers to the Buyer only after paying the purchase price for the delivered goods in the full amount to the Seller's account.

6.10. No part of the purchase price for the delivered goods might be paid using debts to third parties or inclusion of the debt of the Buyer against the Seller, unless the contracting parties agree otherwise.

7. CONTRACTUAL PENALTIES
7.1. In case the Buyer is late with paying or completing the payment of the purchase price (Options A and D of 6.2 of TERMS) to the Seller, the Buyer is obliged to pay to the Seller a contractual penalty in the amount of 0.1% per day from the due amount for each initiated calendar due day.

8. WITHDRAWAL FROM THE CONTRACT

8.1. The Seller may withdraw from the contract in case the Buyer is late with paying the deposit by more than 10 days after the agreed date, and, furthermore, in case of a gross breach of the contract or in the cases stipulated in the Commercial Code.

8.2. The Buyer may withdraw from the contract only in case of a gross breach of contract by the Seller or in cases stipulated in the Commercial Code.

8.3. The withdrawal from the contract must be in a written form and must contain the reason for the withdrawal. By delivery of the withdrawal from the contract, the contract is canceled from the beginning.

8.4. In case the Seller withdraws from the contract (or a part of the performance), the Buyer is obliged to return to the Seller, within 7 days from the withdrawal from the contract, the delivered goods (or part of the goods related to the withdrawal).

8.5. The Seller is not responsible for a delay or inability to deliver the goods as a result of Force Majeure, or in case the ordered goods are not available on the market within the time period requested by the Buyer. In this case, the Seller will inform the Buyer, through an announcement on the delivery document and invoice for the partial performance of the delivery, of the substitution extended performance time period or about the impossibility of completing the delivery of the pertinent goods at all; this does not give the Buyer any right for reimbursement of any eventual damage. The Buyer will confirm its compliance with this substitute performance date in written form (fax also possible), all this within the time period marked on the information provided by the Seller. If The Buyer does not do so, it is considered that the Buyer is withdrawing from the Contract, or its part, and the Seller will automatically, without any further notice, cancel these undelivered items from the order.

8.6. Withdrawing from the Purchase Contract does not affect the right to receive the contractual penalty and the storage fee.

9. OTHER PROVISIONS

9.1. Minimal value of the ordered goods and printing is 150 EUR per order.

9.2. If the Buyer orders printing services using the Contract, the Buyer is obliged to provide the artwork in minimum scale 3:1 in black and white contrast design and clearly describe the position and color of the printing. Failing to meet this obligation relieves the Seller from the responsibility for the quality of the printing and the Buyer has no right to request correction free of charge or to withdraw from the Contract for this reason.

9.3. In the moment when the Buyer accepts the goods, or by delivering to the first public transporter, the risk of loss, destruction or damage transfers from the Seller to the Buyer.

9.4. The provisions of Sections 422 to 427 and Sections 429, and consequent of the Commercial Code, are, for the contractual parties, binding to claim the responsibility for defects.

9.5. The obvious defects must be announced by the Buyer in compliance and with all appurtenances, pursuant to the claim policy of the Seller, at the latest within 7 days after delivering the goods, hidden defects at the latest within 6 months. Any claim does not have any deferring effect on the due date of the invoice for the goods under complaint.

9.6. The Seller is obliged to remove the recognized defects by repair, replacement, credit note or in any other agreed method within, at the latest, 2 months from receiving the complaint.

9.7. The danger of damage of the goods is transferred to the Buyer at the moment of accepting the goods from the Seller or in the moment when the Seller hands the goods to the first independent transporter to the destination.

9.8. The Seller is not responsible for any damages incurred due to misuse or storage of the delivered goods.

9.9. A filed complaint about the delivered goods must abide by the claim policy of the Seller, which the Buyer will receive from the Seller on request.

9.10. In case of recognizing the defects of goods, the Seller will only replace the value of the properly claimed goods. The claim of defect on the delivered goods does not have any deferring effect on the due date of the invoice for the goods under complaint and the Buyer is obliged to pay within the due date pursuant to article 6.1 of this Contract.

9.11. In case of storage of a completed order by the Seller longer than 10 days from the issue date of the delivery sheet, both parties agree on a storage fee in the amount of 0.05% from the purchase price of the stored goods for each storage day + 3 EUR without VAT for delivery from the warehouse.

9.12. Any differences in the amounts found by the Buyer outside the Seller’s facility must be proven by testimony of a third, independent party.

9.13. Failing to pay the price for the delivered goods within 30 days after the due payment is considered a gross breach of the Contract.

9.14. The Seller is responsible for the goods delivered for printing up to the amount agreed for the printing.

10. FINAL PROVISIONS

10.1. In cases not governed by these TERMS, this contractual relationship will be governed by the Commercial Code of the Czech Republic and, in case of any dispute, the juridical court in the seat of the Seller will decide appropriate measures.

10.2. Notice: Products listed in the catalogues of the Seller are designed solely for promotional and advertising purposes.

10.3. The contracting parties are obliged to announce each change of their registered office or domicile. Any document is considered delivered on the last day of the storage period, even if the addressee (the Buyer of the Seller) did not know about the storage of the document, in case the document was sent to the last known address of the addressee (the Buyer or the Seller) and the addressee (the Buyer or the Seller) did not withdraw it in the storage period. The document is also considered delivered if the addressee (the Buyer or the Seller) refuses to accept it. The delivery date is the date of the refusal.