GENERAL TERMS AND CONDITIONS OF TWIN PRODUCTION S.R.O

1. INTRODUCTORY PROVISIONS

1.1. In the absence of other written terms and conditions, these “GENERAL BUSINESS AND DELIVERY CONDITIONS” issued in accordance with Section 1751 of Act No. 89/2012 Coll., The Civil Code (hereinafter referred to as the “CONDITIONS”), govern contractual relations, arising between TWIN Production s.r.o., Lomená 98/6, 69618 Lužice, registered in the Commercial Register maintained by the Municipal Court in Brno, in Section C, Insert 48495, Company ID 26962039, VAT No. CZ26962039 as the Seller (hereinafter referred to as “Seller”) and Buyer referred to in the purchase contract (hereinafter referred to as the “Contract”).

1.2. The contractual relationship between the buyer and the seller arises either on the basis of a purchase contract signed by both contracting parties or by sending a written order (by e-mail or mail) to the seller and by accepting the buyer’s order in writing (by e-mail or post). If a framework agreement has been agreed between the seller and the buyer, the contractual relationship between the parties is regulated. The annexes to the framework contract form an integral part thereof and the provisions in them are superior to standard business conditions.

1. SUBJECT OF PERFORMANCE

2.1. The subject of performance is the delivery of promotional items and gifts without printing or printing and cosmetic samples TWINPACK(hereinafter referred to as “products”) and services specified in the contract, including all its annexes.

1. PURCHASE PRICE OF PRODUCTS AND SERVICES

3.1. All prices quoted in the price lists, websites, offers or catalogues (hereinafter referred to as “the offer”) of the Seller do not include VAT unless otherwise stated. If the price agreed in writing is not different or if it is not modified by a separately issued price list during the year, it represents the valid purchase price of the products and services for writing the purchase contract on the given day.

3.2. The price of products does not include the cost of transporting products in the Czech Republic or Slovakia and other states inside EU and also outside EU

The price of transport in the Czech Republic, the Slovak Republic, other EU countries and beyond is agreed in the price calculations in future written orders or the purchase contract.

1. DELIVERY TIME

4.1. The delivery time is specified in the calculation, written order or purchase contract according to the complexity of the specific order. In the case of defining the delivery time in days, we always talk about working days, ie without weekends and holidays.

The delivery period begins on the day of approval of the order by the buyer, ie approval of graphic designs for production in the form of a confirmed order, or approval of a sample and at the same time on the day when the agreed deposit is credited to the seller's account.

The Seller reserves the right to extend the delivery date appropriately in the period from October to December and from January to February due to excessive capacity utilization and planned downtime.

4.2. If the buyer agrees with the seller on the express delivery time, the purchase price of the products is increased by agreement with the sales representative. Express delivery will incur costs that will be submitted to the buyer for approval.

1. TERMS OF DELIVERY

5.1. Upon agreement, the Buyer shall clearly indicate in the contract any of the following conditions of delivery:

• personal takeover in Olomouc, Dobrovského 31 street,
• cash on delivery (PPL, GLS…),
• carriage without cash on delivery (DHL, TOPTRANS, GEIS, Raben…),
• individual delivery to the buyer (transport is charged even if the framework agreement is signed by CZK 15 / km)..

5.2. Unless otherwise agreed, the buyer pays the shipping costs by variant in the form of a special item in the invoice.

5.3. The Seller is entitled to perform the subject of the Contract partially and the Buyer is obliged to accept the partial performance of the subject of the Contract..

5.4. The buyer is always informed by the seller by email or by phone that the products are ready and ready for removal or that they have been shipped.

1. PAYMENT TERMS

6.1. The Buyer undertakes to pay the purchase price for the delivered products and services, including any freight, packing costs, as well as agreed surcharges and VAT. Taxpayers from other EU Countries do not pay VAT.

6.2. Upon mutual agreement, one of the following terms of payment shall be indicated in the purchase contract:

1. a) an invoice with a maturity of 10 days from the delivery of the products,
2. b) 100% deposit incl. VAT in advance,
3. c) 50% deposit + 50% on invoice with a maturity of 7 days, issued on the day of dispatch.

6.3. If the purchase price of the ordered products or services exceeds CZK 30,000 excluding VAT, it is possible to choose only option 6.2 e), unless stipulated otherwise by another contract.

6.4. The maturity of the invoice is 10 days from the date of issue, and the invoice is deemed to be paid on the day of crediting the entire invoiced amount to the Seller’s account.

6.5. The Seller is entitled to invoice even partial performance of the subject of the contract and the Buyer is obliged to pay such invoice at the time of maturity.

6.6. Ownership rights to the subject of the contract according to each order passes to the buyer only after payment of the purchase price for the products delivered in full to the seller’s account.

6.7. No part of the purchase price for the delivered products may be paid by third party claims or by offsetting the buyer’s own claim against the seller, unless the parties agree otherwise.

1. CONTRACTUAL PENALTIES

7.1. If the Buyer is in delay with the payment or payment of the purchase price to the Seller, the Buyer is obliged to pay the Seller a contractual penalty of 0.2% per day of the outstanding amount for each calendar day of delay.

1. WITHDRAWAL FROM THE CONTRACT

8.1. The Seller may withdraw from the contract if the Buyer is in delay with the advance payment more than 10 calendar days after the agreed date. Furthermore, the Seller is entitled to withdraw from the Purchase Contract in the event of a substantial breach of the Contract or in cases specified by the Civil Code.

8.2. If the seller withdraws from the contract, the withdrawal from the contract must be in writing and must state the reason for withdrawal. By delivering a withdrawal from the contract, the contract is cancelled from the outset.

8.3. If the seller withdraws from the purchase contract (or part of the performance), the buyer is obliged to return to the seller within 7 calendar days of withdrawal from the contract the delivered products (or part of the products to which is the withdrawal)..

8.4. The Seller is not responsible for the delay or impossibility of delivering the products due to “force majeure” or when the ordered products are not available within the period requested by the Buyer on the Czech market. Force majeure is considered to be, but is not limited to, war, terrorist attack, civil unrest, rebellion, presence of ionizing or radioactive radiation, fire, explosion, flood or other natural or natural disasters. In such a case, the Seller will inform the Buyer in writing of the replacement extended term of performance or the impossibility of delivering the given products at all, and the Buyer hereby does not have any right to compensation for the Seller. damage. Consent to this substitute delivery date shall be confirmed by the Buyer to the Seller in writing (by e-mail) within the period specified on the Seller’s notice.

If he fails to do so, the Buyer shall be deemed to withdraw from the Contract or part thereof and the Seller will automatically cancel the undelivered Items of the Order without further notice.

8.5. Withdrawal from the Purchase Agreement does not invalidate any claim for payment of a contractual penalty, a storage fee of CZK 50 / calendar day, and a claim for reimbursement of the Seller’s costs related to the production or delivery of the products or any claim of the Seller for damages.

1. OTHER PROVISIONS

9.1. The minimum value of the ordered products for acceptance of the order is CZK 100, unless stated otherwise in another contract.

9.2 Product photos in presentations TWIN Production s.r.o. may differ slightly from the actual design of the products.

9.3. If the buyer in the contract negotiates the printing of the products, he is obliged to supply the seller with documents for printing in electronic form, preferably in the following formats: EPS, AI, PDF (all in curves). Specification of graphic materials can be found at: eshop.silicmedia.cz/printing materials. For raster images it is necessary to supply the template either in electronic form in the size of 1: 1 and the resolution of min. 300 DPI or 1: 1 print quality. Failure to comply with this obligation exempts the Seller from the responsibility for the quality of the printing and the Buyer is not entitled to request a free repair or withdrawal from the contract for this reason. The seller reserves the right to deviate in the colours of custom-made articles by ± 5 – 10% depending on the volume of the order.

9.4 The seller draws attention to the possible difference between the ordered and delivered quantity for the product CLASSIC minimal and TWINPACK handkerchiefs, which can be max. + - 10%. This difference is due to production technology.Any reprint can be realized as a new order. The seller also reserves the right to small color variations caused by digital printing technology. It is also necessary to take into account the movement of the foil when packaging the product. This movement is due to production technology and cannot be completely ruled out. This is especially true for graphics with a sharp change in theme, color, etc. Tolerances in the vertical and horizontal axis can be +/- 1 - 2 mm !!

9.5. The Buyer declares that it is authorized to use the trademark that may be part of the required branding and is also fully responsible for the authorization to dispose of other intellectual property items it requires to incorporate into its order. The Seller is not responsible for the unauthorized use of the intellectual property work or the trademarks supplied by the Buyer to process the order. Pursuant to Section 2890 of the Civil Code, the Buyer promises at the moment of concluding the purchase contract with the Seller and undertakes to compensate the Seller for any damage caused by his activity under the concluded purchase contract in connection with the falseness of the Buyer’s statement referred to in the first sentence of this provision (indemnity promise) Buyer), in particular if the third party claims any claims from the Seller for infringement of the intellectual property right in connection with the production and distribution of the products ordered by the Buyer from the Seller. For the moment of delivery of the promise to the Seller, the Parties consider the moment of conclusion of the Contract. The Buyer, in particular the Seller, promises and undertakes to pay the Seller damages in the amount corresponding to the Seller’s obligation to reimburse the entitled entities for compensation, to issue unjust enrichment and other claims in connection with the Seller’s intervention in copyright, in connection with breach of trademark rights by the Seller or to the industrial design, respectively. any other claim from industrial property rights or copyright.

9.6. The provisions set out in the purchase contract or these terms and conditions are binding on the contracting parties for liability for defects.

9.7. Obvious defects must be notified in writing by the Buyer in accordance with the requirements of the Seller’s Complaints Procedure, not later than within 3 calendar days after delivery of the products and hidden defects within 2 months at the latest.

9.8. The Seller is obliged to remove the recognized defects by repair, substitute performance, credit note or other agreed manner. The deadline for defect removal depends on the particular settlement method, usually within 2 months. In the case of substitute performance or repeated production, the term of performance is communicated by the trader TWIN Production s.r.o depending on production capacities and other circumstances.

9.9. The risk of damage to the products passes to the buyer at the moment of taking over the products from the seller or when the seller hands over the products to the first independent carrier to the destination.

9.10. The Seller is not liable for damages resulting from improper use or storage of the delivered products. The Seller is also not liable for damages caused by improper installation and manipulation of the delivered advertisement, which requires it after delivery (outdoor advertising, stickers, etc.). In case of need of consultation or delivery of more detailed information on the use of advertising, these are provided by the Seller upon request of the Buyer.

9.11. The claim of a defective delivery of products is governed by the Seller’s Complaints Procedure, which the Buyer receives from the Seller upon request and which is stated on the Seller’s website.

9.12. In case of a defect on the products, the Seller will only replace the value of the properly claimed products.

9.13. Claims for defects in the delivered products do not have a suspensory effect on the maturity of the invoice by which the claimed products are invoiced and the buyer is obliged to meet the due date.

9.14. If the Buyer is in delay with taking over the products from the Seller for a period longer than 10 calendar days from the date of issue of the delivery note, a storage fee of CZK 50 for each calendar day of storage is agreed. The 10th day is counted as the first day of storage.

9.15. Quantitative differences found by the buyer outside the vendor’s premises must be supported by a third-party testimony for recognition. Quantity differences must be notified to the Seller within 3 calendar days of the demonstrable takeover of the order.

The Seller reserves the right to vary the quantity by ± 5%.

9.16. Failure to pay the price for the delivered products within 30 days after the due date is considered a material breach of the contract.

1. FINAL PROVISIONS

10.1. In cases not governed by these TERMS, this contractual relationship will be governed by the Civil Code. In particular, the special provisions on the sale of products in trade (Section 2158 et seq. Of the Civil Code) do not apply to legal relations between the buyer and the seller. The agreement on contractual penalties under this Contract has no influence on the Buyer’s obligation to compensate for any damages.

10.2. Please note: the products listed in the Seller’s offers are intended solely for promotional and promotional purposes.

10.3. The Contracting Parties are obliged to communicate any change in their registered office or permanent residence.

10.4. The document is deemed to have been delivered on the last day of the storage period despite the fact that the addressee (buyer or seller) did not know about the deposit of the document if the document is sent to the last known addressee (buyer or seller) and the addressee (buyer or seller) storage time. The document is also deemed to have been delivered if the addressee (buyer or seller) refuses to accept it. The date of service shall be deemed to be the date of refusal of the document.

10.5. Any disputes arising out of or in connection with these TERMS and CONDITIONS, especially disputes arising from purchase agreements, have been agreed by the Seller and the Buyer to settle by mutual agreement. If the dispute is not settled by agreement, the general courts of the Czech Republic shall be competent to decide disputes, while the locally competent court shall be the District Court for Olomouc and the Municipal Court in Olomouc shall be competent to decide the dispute.