General Terms and Conditions
of TKZ Polná, spol. s r.o., with its registered office at Polná, Zahradní 572, Postal Code 58813, Identification Number: 49973819, registered in the Commercial Register at the Regional Court in Brno under File No. C 13832

1. Introductory Provisions
   1.1. These Terms and Conditions (hereinafter referred to as the “Terms and Conditions”) of TKZ Polná, spol. s r.o., with its registered office at Polná, Zahradní 572, Postal Code 58813, Identification Number: 49973819, registered in the Commercial Register at the Regional Court in Brno under File No. C 13832 (hereinafter referred to as the “Seller”), govern, in accordance with the provisions of Section 1751, paragraph 1 of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the “Civil Code”), the mutual rights and obligations of the parties arising in connection with or based on the purchase contract (hereinafter referred to as the “Contract”) concluded between the Seller and another natural or legal person (hereinafter referred to as the “Buyer”).

1.2. These Terms and Conditions form an integral part of the Contract concluded between the Buyer on one side and the Seller, who is also the operator of the website www.tkz.cz (hereinafter referred to as the “Website”), on the other side (the Buyer and the Seller are hereinafter jointly referred to as the “Contracting Parties”), and they govern the mutual rights and obligations of the Contracting Parties arising from the Contract.

1.3. These Terms and Conditions also apply to cases where a person intending to purchase products available according to the current offer on the Website or according to an individual offer (hereinafter referred to as the “Goods”) from the Seller is a legal person or a person acting in the course of their business activity or their independent professional performance. In such a case, the Buyer is obliged to prove to the Seller that they are a business entity by indicating their name/trade name, registered office, and identification number in the inquiry for Goods sent via the form on the Website to the Seller.

1.4. Provisions deviating from the Terms and Conditions may be agreed upon in the Contract. Deviating provisions in the Contract take precedence over the provisions of the Terms and Conditions.

1.5. The Contract and the Terms and Conditions are drawn up in the Czech language. The Contract may be concluded in the Czech language.

1.6. The Seller may amend or supplement the Terms and Conditions. This provision does not affect the rights and obligations arising during the period of effectiveness of the previous version of the Terms and Conditions.

1.7. Any changes to the Terms and Conditions will be communicated to the Buyer at least one (1) month before the new version of the Terms and Conditions becomes effective via email and on the Website. The Buyer has the right to reject the change in the Terms and Conditions by submitting a written notice to the Seller electronically through a form available on the Website. The notice period is fourteen (14) days and begins on the day following the delivery of the notice to the Seller. This notice must be submitted no later than fourteen (14) days from the notification of the change; otherwise, it is assumed that the Buyer has accepted the new version of the Terms and Conditions.

1.8. The legal relations between the Contracting Parties are governed by the Contract and these Terms and Conditions.

1.9. In cases where a framework purchase contract for Goods listed on the Website has been concluded between the Contracting Parties, the Terms and Conditions do not apply to Goods purchased based on such a framework contract.

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2. Conclusion of the Contract, Price of Goods, and Payment Terms
2.1. Any presentation of Goods placed on the Website is of an informative nature, and the Seller is not obliged to conclude a Contract for such Goods. The provision of Section 1732, paragraph 2 of the Civil Code does not apply. The online catalog available on the Website is not operated and does not serve as an online store (E-SHOP) where the presented Goods can be purchased directly.

2.2. After the Buyer selects the Goods they are interested in on the Website, they send a non-binding inquiry (hereinafter referred to as the “Inquiry”) to the Seller via a form on the Website. Based on the Inquiry, the Seller is entitled (but not obliged) to send the Buyer a binding offer (hereinafter referred to as the “Offer”).

2.3. The Contract between the Seller and the Buyer is concluded at the moment of the unconditional acceptance of the Offer by the Buyer via email communication.

2.4. The prices of the Goods are based on the valid price list of the manufacturer listed on the Website.

2.5. The Inquiry must include the following essential details:

• Identification of the Buyer;
• Specification of the requested Goods;
• Quantity of the requested Goods;
• Desired method of delivery and place of performance.

2.6. Delivery terms are specified in Article 4.

2.7. The Buyer undertakes to pay the full price of the Goods and any associated delivery costs under the Contract (hereinafter referred to as the "purchase price") to the Seller by one of the following methods:

• In advance by invoice – by bank transfer to the Seller's account No. 2111735455/2700, held at UniCredit Bank (hereinafter referred to as the "Seller's account");
• Cash on delivery – unless otherwise stipulated in the Contract;
• In the case of allowed credit deliveries on invoice, the maximum allowed payment term is 14 days unless otherwise stipulated in the Contract.

2.8. The costs associated with packaging and delivery of the Goods are included in the purchase price.

2.9. The procedure for issuing a pre-invoice:

2.9.1. The Seller is entitled to issue a pre-invoice only when the Goods are ready for dispatch, unless otherwise agreed by both parties. The Goods are reserved for the Buyer for delivery until the invoice due date.

2.9.2. If the pre-invoice is not paid within fourteen days of the due date, the Seller reserves the right to cancel the invoice and the order.

2.9.3. The Seller is obliged to dispatch the Goods within 3 working days after the Buyer has paid the Seller the purchase price based on the pre-invoice. The payment date is considered the day the purchase price is credited to the Seller’s account.

2.10. If the Buyer sends an Inquiry for Goods that are not commonly sold (custom orders based on the Buyer's requirements not advertised on the Website) or for large quantities of Goods, the Seller may request a separate purchase contract.

2.11. The Contracting Parties have the right to set off claims arising from the purchase obligations of Goods against the other Contracting Party.

2.12. The Contracting Party making the set-off is obliged to notify the other Contracting Party in writing of the amount of their claim and specify the obligation (e.g., invoice, account statement) against which the set-off was made. If more than one claim is being set off, the Contracting Party shall clearly identify and list the claims being offset.

2.13. If the Contracting Party whose claim was offset does not object in writing to the accuracy of the set-off within five business days of receiving the notice, it is assumed that the set-off was correctly executed in terms of both the reason and the amount.

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3. Withdrawal from the Contract
3.1. The Contracting Parties acknowledge that, under the provisions of Section 1837 of the Civil Code, it is not possible to withdraw from the purchase contract for the delivery of Goods customized according to the Buyer's wishes or for their person, from the purchase contract for the delivery of Goods that have been irreversibly mixed with other Goods after delivery, or from the purchase contract for the delivery of Goods in sealed packaging that the consumer has removed from the packaging and for hygiene reasons cannot be returned.

3.2. If it is not a case mentioned in Article 3.1 of the Terms and Conditions or another case where withdrawal from the Contract is not possible, the Buyer has the right, in accordance with Section 1829, paragraph 1 of the Civil Code, to withdraw from the Contract within fourteen (14) days of receiving the Goods. If the subject of the Contract is several types of Goods or delivery of several parts, this period runs from the date of receipt of the last delivery of Goods. The withdrawal from the Contract must be sent to the Seller within the period specified in the previous sentence. The Buyer can use the sample withdrawal form provided by the Seller, which is an appendix to the Terms and Conditions. Withdrawal from the Contract can be sent, among other things, to the Seller’s place of business or the Seller's email address prodej@tkz.cz.

3.3. In case of withdrawal from the Contract under Article 3.2 of the Terms and Conditions, the Contract is canceled from the beginning. The Buyer must return the Goods to the Seller within fourteen (14) days of sending the withdrawal notice to the Seller. If the Buyer withdraws from the Contract, they bear the costs of returning the Goods to the Seller, even if the Goods cannot be returned by regular postal service due to their nature.

3.4. In case of withdrawal from the Contract under Article 3.2 of the Terms and Conditions, the Seller will return the purchase price to the Buyer within fourteen (14) days from the date of withdrawal from the Contract by the Buyer, and this will be done through a bank transfer to the Buyer's account, as provided to the Seller. The Seller is also entitled to return the payment to the Buyer when the Goods are returned by the Buyer or in another way if the Buyer agrees. If the Buyer withdraws from the Contract, the Seller is not obliged to return the received payment before the Goods are returned by the Buyer or before the Buyer proves that the Goods have been sent back to the Seller.

3.5. In cases where the Buyer is entitled to withdraw from the Contract in accordance with Section 1829, paragraph 1 of the Civil Code, the Seller is also entitled to withdraw from the Contract at any time until the Goods are received by the Buyer. In such a case, the Seller will return the purchase price to the Buyer without undue delay via bank transfer to the Buyer's account.

3.6. The Seller is entitled to withdraw from the Contract with a Buyer who has materially breached the Contract, violated legal regulations, or who has damaged the reputation of the Seller through their actions, or if the Seller has reasonable suspicion that such a Buyer intended or intends to cause damage to the Seller or third parties, especially (but not exclusively) through fraudulent complaints, damaging the Goods, etc. The Seller’s rights to compensation for damages arising from withdrawal from the Contract remain unaffected and fully preserved.

3.7. The Seller is entitled to withdraw from the Contract in particular if the Buyer, without a justifiable reason, fails to take delivery of the Goods in accordance with the Contract or fails to pay the purchase price.

3.8. A business Buyer may be allowed by the Seller to withdraw from the Contract within fourteen (14) days. However, if the value of the purchased Goods exceeds CZK 50,000 including VAT, such withdrawal is not possible.

3.9. If a business Buyer is allowed to withdraw from the Contract, the Buyer acknowledges that the returned purchase price may be reduced by the amount corresponding to the reduction in the value of the Goods.

3.10. If a business Buyer is allowed to withdraw from the Contract within fourteen (14) days and the returned Goods are not in the original packaging, including all components and accessories, the business Buyer acknowledges that the Seller reserves the right to charge a fee for returning such Goods to compensate the costs necessary for bringing the Goods back to saleable condition.

3.11. The compensation for the reduction in the value of the Goods or the compensation for the costs of bringing the Goods back to saleable condition under the previous paragraph will be deducted by the Seller from the refunded purchase price to the business Buyer.

3.12. A business Buyer cannot withdraw from the Contract due to the occurrence of a defect or request the delivery of new Goods if they cannot return the Goods in the condition in which they were received. This does not apply if:

• The condition of the Goods changed as a result of an inspection to determine a defect;
• The Buyer used the Goods before discovering the defect;

3.13. If the business Buyer fails to notify the Seller of the defect in the Goods in time, they lose the right to withdraw from the Contract.

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4. Transportation and Delivery of Goods

4.1. If the method of transportation and delivery is agreed upon based on a specific request by the Buyer, the Buyer bears the risk and any additional costs associated with this method of transportation.

4.2. The Buyer specifies the method of transportation in the Inquiry. The possible delivery methods are as follows:

• Delivery by a shipping company to the address provided by the Buyer;
• Personal pickup by the Buyer at the Seller's premises.

4.3. The Goods are considered delivered at the moment they are received by the Buyer and when the Buyer signs the delivery note or, where applicable, the handover protocol.

4.4. If a personal pickup at the Seller's premises is agreed upon, the Seller is obliged to notify the Buyer when the Goods are ready for pickup.

4.5. The risk of damage to the Goods passes to the Buyer upon receipt of the Goods.

4.6. Shipping and handling charges are invoiced according to the valid price list available on the Website.

4.7. If the Seller is obliged by the Contract to deliver the Goods to a location agreed with the Buyer, the Buyer is obliged to take delivery of the Goods upon delivery.

4.8. If, for reasons on the Buyer's side, the Goods must be delivered repeatedly or in a manner different from that stated in the Contract, the Buyer is obliged to pay the costs associated with repeated delivery or the costs associated with another method of delivery.

4.9. The delivery time for Goods produced according to the individual requirements of the Buyer is 8 weeks from the date of conclusion of the Contract, unless otherwise agreed by the Contracting Parties. The Seller may unilaterally extend the delivery time and is obliged to inform the Buyer of this fact within 5 days of concluding the Contract.

4.10. Upon receipt of the Goods from the carrier, the Buyer is obliged to check the integrity of the packaging of the Goods and, in the event of any defects, to immediately notify the carrier and/or the Seller. If a breach of the packaging is found, indicating unauthorized access to the shipment, the Buyer is not obliged to accept the shipment from the carrier. This does not affect the Buyer's rights regarding liability for defects in the Goods or other rights arising from generally binding legal regulations.

4.11. Additional rights and obligations of the Contracting Parties regarding the transportation of Goods may be regulated by the Seller's special delivery conditions, if issued by the Seller.

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5. Rights from Defective Performance

5.1. The rights and obligations of the Contracting Parties regarding rights from defective performance are generally governed by the relevant binding legal regulations (especially the provisions of Sections 1914 to 1925, Sections 2099 to 2117, and Sections 2161 to 2174 of the Civil Code and Act No. 634/1992 Coll., on Consumer Protection, as amended, if the Buyer is a consumer).

5.2. The Seller is responsible to the Buyer for ensuring that the Goods are free from defects upon receipt. In particular, the Seller guarantees to the Buyer that at the time of receipt by the Buyer:

• The Goods have the properties agreed upon by the Contracting Parties, or if no agreement was made, the properties that the Seller or manufacturer described or that the Buyer expected based on the nature of the Goods and the advertisement made by them;
• The Goods are suitable for the purpose for which they are usually used;
• The Goods are of the appropriate quantity, size, or weight; and
• The Goods comply with legal regulations.

5.3. If a defect manifests within six months of receipt, it is presumed that the Goods were defective at the time of receipt.

5.4. The Seller has obligations from defective performance at least to the extent that the manufacturer’s obligations from defective performance persist (if the manufacturer is a different entity from the Seller). A business Buyer is otherwise entitled to exercise rights from a defect that occurs in the Goods within twelve months of receipt, while other Buyers are entitled to exercise rights from a defect that occurs in consumable Goods within twenty-four months of receipt. If the Goods being sold, their packaging, instructions included with the Goods, or the advertisement in accordance with other legal regulations states a time period during which the Goods can be used, the provisions on the quality guarantee shall apply. Under the quality guarantee, the Seller guarantees that the Goods will be fit for their usual purpose for a certain period or that they will retain their usual properties. If the Buyer rightfully reports a defect in the Goods to the Seller, the period for exercising the rights from defective performance or the warranty period does not run for the time during which the Buyer cannot use the defective Goods.

5.5. The provisions in Article 5.2. of the Terms and Conditions do not apply to Goods sold at a lower price due to a defect for which the lower price was agreed, to wear and tear caused by regular use of the Goods, to used Goods for a defect corresponding to the degree of use or wear the Goods had when the Buyer received them, or if the nature of the Goods implies otherwise. The Buyer is not entitled to rights from defective performance if they knew about the defect before taking over the Goods or if the Buyer caused the defect themselves.

5.6. Rights from liability for defects in Goods are exercised with the Seller. If, however, the confirmation issued by the Seller regarding the scope of liability for defects (within the meaning of Section 2166 of the Civil Code) indicates another person designated to repair the Goods who is closer to the Buyer, the Buyer shall exercise their right to repair with the person designated to perform the repair. Except in cases where another person is designated to perform the repair as stated in the previous sentence, the Seller is obliged to accept the complaint at any of their business premises where the complaint can be accepted given the assortment of Goods sold or services provided, or even at the Seller’s registered office or place of business. The Seller is obliged to provide the Buyer with written confirmation of when the Buyer exercised their right, what the content of the complaint is, and what method of resolution the Buyer requests; as well as confirmation of the date and method of resolution of the complaint, including confirmation of the repair and its duration, or a written explanation for rejecting the complaint. This obligation also applies to other persons designated by the Seller to perform the repair.

5.7. The Buyer shall inform the Seller of which right they have chosen when notifying the Seller of the defect, or without undue delay after notifying the Seller of the defect. The Buyer may not change the selected option without the Seller’s consent, except in cases where the Buyer requested the repair of a defect that proves to be irreparable.

5.8. Rights from liability for defects in Goods may be specifically exercised by the Buyer electronically via the Seller’s email at prodej@tkz.cz.

5.9. If the Goods do not have the properties stipulated in Article 5.2. of the Terms and Conditions, the Buyer may request the delivery of new Goods without defects, provided this is not unreasonable due to the nature of the defect. However, if the defect concerns only a part of the Goods, the Buyer may request the replacement of that part. If this is not disproportionate due to the nature of the defect, the Buyer has the right to the free repair of the defect. The Buyer has the right to the delivery of new Goods or the replacement of a part even in the case of a removable defect, if the Buyer cannot properly use the Goods due to the recurrence of the defect after repair or due to a greater number of defects. In such a case, the Buyer also has the right to withdraw from the Contract. If the Buyer does not withdraw from the Contract or does not exercise the right to the delivery of new Goods without defects, to the replacement of a part, or to the repair of the Goods, the Buyer may request a reasonable discount. The Buyer also has the right to a reasonable discount if the Seller cannot deliver new Goods without defects, replace a part, or repair the Goods, as well as if the Seller does not correct the defect within a reasonable time, or if the correction would cause significant inconvenience to the Buyer.

5.10. Other rights and obligations of the Contracting Parties related to the Seller’s liability for defects may be governed by the Seller’s complaints procedure.