Terms and Conditions

I. Basic Provisions

These General Terms and Conditions (hereinafter “GTC“) govern the relationships between the contracting parties to a purchase agreement/licence agreement, whereby on one side is OptoSmart s.r.o., Company Registration No. 09449230, VAT No. CZ09449230, with registered office at Lannova 2061/8, Prague – Nové Město, as the seller (hereinafter “OS” or “Seller“), and on the other side is the buyer (hereinafter “Buyer“).

The Buyer under these GTC is a self-employed individual or a legal entity.

By placing an order, the Buyer confirms that prior to concluding the agreement they have read these GTC, of which the Complaints Procedure and the Personal Data Protection Policy form an integral part, and that they expressly agree to them in the version valid and effective at the time the order is placed.

The Buyer is aware that the purchase of goods listed in the OS commercial offer does not grant any rights to use registered trademarks, trade names, company logos or other intellectual property rights of OS or OS’s contractual partners, unless otherwise agreed by a specific separate agreement.

The Buyer will receive a copy of the GTC as an attachment to the order confirmation sent to the specified e-mail address.

II. Agreement

Conclusion of the Agreement

The Buyer orders selected goods by telephone, e-mail or through a sales representative. The purchase agreement is concluded upon confirmation of the order by OS. OS will send the Buyer a confirmation to the specified e-mail address. The concluded agreement (including the agreed price) may only be amended or cancelled by mutual agreement of the parties or on statutory grounds.

The concluded agreement is archived by the Seller for a minimum of five years from its conclusion for the purpose of its successful fulfilment and is not accessible to uninvolved third parties.

Delivery of the Subject of Purchase

Under the purchase agreement, OS undertakes to deliver to the Buyer the item that is the subject of the purchase and to enable the Buyer to acquire ownership thereof, and the Buyer undertakes to accept the item and to pay OS the purchase price.

OS reserves title to the item, and therefore the Buyer shall become the owner only upon full payment of the purchase price.

With a view to minimising the risk of damage, OS reserves the right to make delivery of the goods to the Buyer conditional upon full payment of the total purchase price.

Transfer of Risk of Damage

The item is defective if it does not possess the agreed characteristics. Delivery of a different item and defects in the documents necessary for the use of the item are also considered defects.

The risk of damage passes to the Buyer upon acceptance of the item. Damage to the item occurring after the risk of damage has passed to the Buyer does not affect the Buyer’s obligation to pay the purchase price, unless OS caused the damage by breaching its obligations.

III. Liability for Defects and Warranties

Liability of OS

OS warrants to the Buyer that the item is free from defects at the time of acceptance. The Buyer is entitled to assert rights arising from a defect that appears in the goods within 24 months of acceptance, unless otherwise stated.

The Buyer is not entitled to rights arising from defective performance if the Buyer knew of the defect before accepting the item, or if the Buyer caused the defect themselves.

Material Breach of Contract

If a defect occurs within the stated period and the defective performance constitutes a material breach of contract, the Buyer has the right:

1. to have the defect remedied by delivery of a new defect-free item or delivery of a missing item
2. to have the defect remedied by repair of the item
3. to a reasonable reduction in the purchase price
4. to withdraw from the agreement

Non-Material Breach of Contract

If the defective performance constitutes a non-material breach of contract, the Buyer has the right to have the defect remedied or to a reasonable reduction in the purchase price.

Quality Warranty

By means of a quality warranty, OS undertakes that the item will be fit for its ordinary purpose for a specified period of time. The warranty period commences from the date of commissioning by an authorised technician at the Buyer’s premises.

IV. Electronic Content and Software

The Buyer is not authorised to copy purchased electronic content, reproduce it in any other manner, or handle it in a way that is contrary to the copyright or licensing terms of the given product.

V. Resale

If the Buyer sells, donates or otherwise transfers ownership of an item purchased from OS to another person, the Buyer is obliged to inform OS accordingly. If this is not done, OS will continue to regard that Buyer as the owner of the item in question.

VI. Withdrawal from the Agreement

Withdrawal from the Agreement by the Buyer

OS may permit the Buyer to withdraw from the purchase agreement within a period of 14 days. If the Buyer is permitted to withdraw from the purchase agreement, the Buyer acknowledges that the refunded purchase price may be reduced by the amount by which the value of the goods has decreased.

In order to protect the Buyer’s rights, the relevant amount will be remitted exclusively by bank transfer to a bank account held in the name of the relevant individual or legal entity.

Withdrawal from the Agreement by OS in the Event of a Pricing Error

In addition to cases stipulated by law, OS is entitled to withdraw from the agreement in the event of a manifest error in the price of the goods. Withdrawal from the agreement is possible within 14 days of the conclusion of the purchase agreement. If the Buyer has paid at least part of the purchase price, this amount will be refunded no later than 14 days.

VII. Security and Information Protection

With regard to the protection and processing of the Buyer’s personal data, the Personal Data Protection Policy shall apply.

VIII. Prices

All prices are contractual. OS reserves the right to declare the purchase agreement as invalidly concluded if misuse of personal data, a payment card, or similar has occurred.

IX. Ordering

Orders may be placed:

1. by e-mail at info@optosmart.cz
2. through an OS sales representative
3. in person at OS premises
4. by telephone

X. Payment Terms

OS accepts payment by bank transfer to the OS account. The goods remain the property of OS until the purchase price has been paid in full. The Buyer’s billing details cannot be changed after the order has been submitted.

If the Buyer withdraws from a concluded agreement with OS, OS will return the funds to the Buyer in the same manner in which they were received from the Buyer.

XI. Delivery Terms

OS provides delivery and transportation exclusively through authorised service technicians, who will also perform installation, configuration and user training. In the event of force majeure, OS shall not be liable for delayed delivery of goods.

XII. Warranty Terms

Warranty terms for goods are governed by the OS Complaints Procedure and the relevant legal regulations of the Czech Republic.

XIII. Final Provisions

Relationships and any disputes arising from the agreement shall be resolved exclusively in accordance with the law of the Czech Republic by the competent courts of the Czech Republic.

Disputes may also be resolved out of court through the Czech Trade Inspection Authority. OS recommends that the Buyer first make use of the OS commercial department contact in order to resolve the situation.

The agreement is concluded in the Czech language. In the event of a dispute regarding the interpretation of terms, the Czech language version of the agreement shall prevail.

These General Terms and Conditions, including their constituent parts, are valid and effective from 23 April 2021 and are available at clevermedical.cz.