Terms and Conditions

1. General Provisions

1.1 These Terms and Conditions apply to the conclusion of contracts with the seller, which is the company Pickering Connect s.r.o., with its registered office at No. 1571, 739 95 Bystřice, Company ID No.: 03619770, e-mail: office@pickeringconnect.com, tel.: +420 558 987 602 (hereinafter the “Seller”). The buyer is any third party that places an order in the course of its business activity. These Terms and Conditions shall not apply where the buyer is a consumer within the meaning of Section 419 of Act No. 89/2012 Coll., the Civil Code, as amended.

1.2 These Terms and Conditions further define and specify the rights and obligations of the Seller and the Buyer arising from the concluded contract and, as the case may be, determine part of the content of the concluded contract.

1.3 The provisions of these Terms and Conditions form an integral part of the contract. Any deviating arrangements in the contract shall prevail over the provisions of these Terms and Conditions.

2. Offer

2.1 Prices stated by the Seller in the offer apply only to the quantities specified therein and may not apply to different quantities.

2.2 The Seller’s offer is valid for sixty (60) days from the date of its issuance, unless stated otherwise in the offer.

2.3 Acceptance of the offer with any reservation or modification shall not be binding on the Seller and such an order will not be fulfilled unless confirmed by the Seller in writing. An unconditional acceptance of the offer establishes the contractual relationship.

2.4 The Seller reserves the right to unilaterally amend, or withdraw without stating reasons, the offer prior to its acceptance by the Buyer.

2.5 The Seller shall specify the purchase price in the offer, unless expressly agreed otherwise.

2.6 Unless otherwise stated in the offer, the price stated therein does not include any customs duty, tax, or fee that may be levied on the manufacture, storage, sale, transport, import, or export of the Object of purchase. Any customs duty, tax, or fee imposed by any state (whether the state of origin of the Object of purchase, the state of transit, or the state in which the place of delivery is located) or by any municipality in which the place of delivery of the Object of purchase is located shall be borne by the Buyer. This expressly also applies to VAT, by which the price of the Object of purchase shall always be increased, unless the reverse-charge mechanism applies.

2.7 Transport costs and special packaging are not included in the price under the offer and will be charged according to the requested method of transport. If the method of transport is not agreed, it shall be determined by the Seller.

2.8 The price of the Object of Purchase does not include any costs associated with special handling of the Object of Purchase resulting from the Buyer’s requirements or internal rules, or from the nature of the Object of Purchase; any such costs, if incurred, will be charged to the Buyer in addition to the price of the Object of Purchase.

3. Return of the Object of Purchase, Withdrawal from the Contract and Cancellation of Orders

3.1 Given that the Object of purchase is manufactured “to order” (custom-made), it generally cannot be returned, as the Seller cannot make further use of it. If, nevertheless, the Buyer requests that the Seller allow the Object of purchase to be returned, it shall be solely at the Seller’s discretion whether to accommodate such request at all and, if so, under what conditions.

3.2 If any statements made by the Buyer to the Seller prove to be untrue or misleading, the Seller may withdraw from any contract.

3.3 The Seller may withdraw from any contract if the Buyer is in default with any payment owed to the Seller (including, for example, in connection with other contracts) or if the Seller has reasonable grounds to believe that the Buyer will not be able or willing to pay any of its debts when due. The Seller may also withdraw from any contract if performance is prevented by force majeure (i.e., in particular in the cases set out in Clause 7.2 below).

3.4 The Parties may agree to terminate the contract prior to delivery of the Object of Purchase, but such agreement must be in writing. In such case, the Buyer shall be liable for and shall pay the costs of all related work in progress up to the total price of the Object of Purchase; upon receipt of a request to cancel the order (contract), if the Seller is willing to accommodate the request and agree to termination of the contract, the Seller shall, without undue delay, take reasonable steps to mitigate such costs.

4. Payments

4.1 Unless the Parties agree otherwise regarding payment of the purchase price, the purchase price shall be paid within the due date stated on the invoice; if no due date is stated on the invoice, the purchase price shall be due and payable within 30 days from the date of issue of the invoice.

4.2 The purchase price shall be paid in the currency stated in the offer or on the invoice; payment is typically made by bank transfer or by credit card.

4.3 If the Buyer is in default with payment of any monetary obligation to the Seller, the Seller may suspend delivery of any performance until the Buyer’s default ceases.

4.4 If the Buyer is in default with payment of any monetary debt, the Buyer shall pay the Seller a contractual penalty of 0.1% of the outstanding amount for each day of default.

4.5 Any and all costs associated with payment, including any fees charged by the Seller’s bank, shall be borne by the Buyer.

5. Delivery

5.1 Unless agreed otherwise, the Object of Purchase shall be delivered under the EXW Incoterms® 2020 rule. The risk of damage to the Object of Purchase shall pass from the Seller to the Buyer at the moment when the Seller enables the Buyer to dispose of the Object of Purchase at the place of performance.

5.2 The delivery time (lead time) stated in the price quotation, on the website, or in any other communication prior to the conclusion of the contract is indicative only and serves solely as an informational estimate of the production and delivery time. The Seller shall therefore not be liable for failure to deliver the Object of Purchase within such indicative time period. The specific delivery date or the time window during which the Object of Purchase will be delivered shall be determined by the Seller; accordingly, the delivery time is agreed for the benefit of the Seller.

5.3 The Buyer undertakes to accept delivery of the Object of Purchase and, for this purpose, to provide the Seller with all necessary cooperation. If the Buyer fails to do so, the Seller shall be entitled (without prejudice to any other rights) to store the Object of Purchase at the Buyer’s cost and risk.

5.4 The Buyer shall notify the Seller in writing of any apparent defects consisting in visible transport damage or missing quantities without undue delay, and no later than within 5 business days of delivery of the Object of Purchase. Other defects shall be asserted within the warranty period (if agreed) or within the statutory time limits.

5.5 Title shall pass to the Buyer upon acceptance (taking delivery).

6. Warranty of Quality and Rights Arising from Defects

6.1 For all products manufactured by the Seller, a quality warranty is provided for a period of 3 years from the delivery or dispatch of the Object of Purchase to the Buyer (whichever occurs first). The warranty does not apply to products that have been (in the Seller’s sole discretion) subjected to improper or insufficient maintenance, unauthorized modifications, misuse, or operation outside the product’s environmental specifications. The Seller’s sole obligation under this warranty is to repair or replace the defective Object of Purchase, at the Seller’s option. The Buyer shall have no other rights arising from defective performance.

6.2 For all products manufactured by a third party that the Seller supplies to the Buyer, the Seller provides a quality warranty for a period of 1 year from the delivery or dispatch of the Object of Purchase to the Buyer (whichever occurs first). The warranty does not apply to products that have been (in the Seller’s sole discretion) subjected to improper or insufficient maintenance, unauthorized modifications, misuse, or operation outside the product’s environmental specifications. The Seller’s sole obligation under this warranty is to repair or replace the defective Object of Purchase, at the Seller’s option. The Buyer shall have no other rights arising from defective performance.

6.3 In the event that a justified warranty claim for a defect of the Object of purchase (RMA) is made—i.e., a defect for which the Seller is liable and which becomes apparent during the warranty period—the Seller shall bear the reasonable and properly incurred transportation costs, provided that the Buyer so requests; the method of transport shall be determined by the Seller, or, as the case may be, approved by the Seller in writing in advance.

6.4 When making a claim and prior to sending the claimed Object of Purchase to the Seller, the Buyer must request from the Seller the return merchandise authorization number, i.e., the RMA number. The claim must be made in writing and must include, for all claimed items, the model number, serial number, the order date or contract conclusion date, the most accurate possible description of the defect, identification of the Buyer, the name of the contact person and that person’s contact details.

7. Liability for Damages

7.1 In no event shall the Seller or its licensors, distributors, and suppliers (including their statutory bodies, employees, and agents) be liable for any damages, including without limitation any special, direct, indirect, incidental, or consequential damages, loss of profit due to business interruption, or any other damages arising out of the use of, or inability to use, the Object of Purchase, even if the Seller has been advised of the possibility of such damages.

7.2 The Seller shall not be liable for delay or failure to perform if caused by circumstances beyond its reasonable control, including, without limitation, acts or omissions of any state or governmental authority, natural disasters, actions of the Buyer, disruption of transportation, or the objective inability to obtain necessary labor or materials. The estimated shipment schedule shall be extended by the time lost due to such excusable delay.

7.3 The Buyer acknowledges that the corresponding purchase price or licence fee for the Object of Purchase reflects the allocation of risks.

7.4 The Buyer further acknowledges that:

(a) the Seller’s products are not designed with components and tested for a level of reliability suitable for use in or in connection with surgical implants, nor as critical components of any life support systems, the failure of which can reasonably be expected to cause serious injury or endanger human health.
(b) in any use of the Seller’s products, the operational reliability of software products may be impaired by adverse factors, including, without limitation, power fluctuations, hardware failures, operating system suitability, compiler and development software suitability, installation errors, compatibility issues, failures of monitoring/control devices, transient failures of electronic systems (hardware and/or software), unforeseen use or misuse, or user or designer errors.
(c) in view of the above, in any use of the Seller’s products there is a risk of damage to property or injury to persons, and therefore the Buyer should not rely solely on a single form of electronic system to prevent damage or injury. The Buyer must take reasonably prudent steps to protect against system failures, including (but not limited to) backup or shutdown mechanisms, acknowledging that each end system is individual and differs from the Seller’s test platforms and that the Buyer may use the Seller’s products in combination with other products in a manner that has not yet been evaluated or tested.

8. Final Provisions

8.1 These Terms and Conditions are executed in the Czech and English languages. The English language version shall prevail.

8.2 If any provision of these Terms and Conditions is or becomes invalid or ineffective, it shall be replaced by a provision whose meaning comes as close as possible to the invalid provision. The invalidity or ineffectiveness of one provision shall not affect the validity of the remaining provisions.

8.3 Any legal disputes arising in connection with the contract shall be resolved in civil court proceedings before the competent courts of the Czech Republic.

8.4 If the contractual relationship contains an international (foreign) element, the Parties agree that the relationship shall be governed by Czech law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) (the “Vienna Convention”).

8.5 Unless otherwise agreed, the Seller and the Buyer may deliver all written correspondence to each other by e-mail.