Upozornění: Text přílohy byl získán strojově a nemusí přesně odpovídat originálu. Zejména u strojově nečitelných smluv, kde jsme použili OCR. originál smlouvy stáhnete odsud
Objednávka č.: 1252600449
Odběratel: UNIVERZITA KARLOVA PID: 38533021/0100 - BĚŽNÝ
Konečný příjemce: PŘÍRODOVĚDECKÁ FAKULTA Smlouva: Komerční banka, a.s.
Albertov 6
128 00 PRAHA 2 Číslo účtu:
Česká republika Peněžní ústav:
DIČ: CZ00216208 Dodavatel:
IČ: 00216208 IČ: 04525671
DIČ: CZ04525671
312600 Katedra fyzikální a makromol. NenoVision s.r.o.
chemie Purkyňova 649/127
612 00 BRNO
Eliáš Milan Mgr. Platnost objednávky do: 31.12.2025
09.07.2025
E-mail: milan.elias@natur.cuni.cz
Příkazem
Místo dodání:Hlavova 8, Praha 2, Přírodovědecká fakulta, Chemický ústav Termín dodání:
Způsob dopravy: Formát úhrady:
Dodací podmínky: Termín úhrady:
DODEJTE:
Položkový rozpis: Množství MJ Cena/MJ s DPH Celkem s DPH
Položka 5,00 ks 20 037,60 100 188,00 CZK
NP80011 1,00 ks 242,00 242,00 CZK
NV-Akiyama-Probe set (10pieces) 100 430,00 CZK
Cenová nabídka č.: QUO-25-082
Doprava
Celkem:
Předpokládaná cena celkem (s DPH): 100 430,00 CZK
Datum schválení: 25.06.2025 Za dodavatele:
Schválil: Přijímáme a zavazujeme se plnit.
Razítko, podpis
Informace pro dodavatele:
1) Tato objednávka musí být zveřejněna v Registru smluv Ministerstva vnitra. Proto musí dodavatel tuto objednávku neprodleně potvrdit:
a) na e-mail objednatele uvedený v záhlaví
b) podpisem na listinné objednávce a doručením objednateli.
2) Dodavatel přijetím této objednávky souhlasí, že budou zveřejněny veškeré údaje obsažené v objednávce.
3) Pokud bude dodavatel plnit před potvrzením této objednávky, zodpovídá za škodu, která tím objednateli případně vznikne.
4) Je vyloučeno přijetí této objednávky ze strany dodavatele s dodatkem či odchylkou.
5) V případě prodlení dodavatele s dodáním objednaného plnění má objednatel právo odstoupit od této objednávky.
6) Navýšení ceny a změna plnění je možná pouze po písemném odsouhlasení objednatele, přičemž změna objednávky podléhá rovněž zveřejnění v Registru
smluv.
7) Dodavatel vystaví fakturu až po dodání objednaného plnění. Objednatel neproplatí fakturu, která nebude obsahovat číslo této objednávky a nebude mít
náležitosti daňového dokladu. Splatnost faktury je 21 dnů od doručení objednateli.
8) Pokud je předmětem plnění spotřební zboží, poskytuje dodavatel záruku za jakost v minimální délce 24 měsíců s odstraněním záruční vady do 30 dnů od
nahlášení záruční vady dodavateli, nebude-li stranami pro konkrétní případ sjednána jiná lhůta pro odstranění vady. Záruka se nevztahuje na rychle
opotřebitelné součásti ani na spotřební materiál. Po dobu odstraňování záruční vady záruční doba neběží.
Interní údaje objednatele:
312600 Katedra fyzikální a makromolekulární che / 353 / 202022 Čejka / 11-Hlavní činnost - zdaňovaná Denik:1 / NEINVESTICE + VÝNOSY
Příkazce operace a správce rozpočtu a osoba, která tuto objednávku vystavila, vyhotovením této objednávky prohlašují, že neexistuje na jejich straně střet zájmů vůči dodavateli.
Případně doplnit - tj. že jejich osobní zájmy nemají vliv na tuto objednávku nebo jednají v nejlepším zájmu Přírodovědecké fakulty UK.
NenoVision QUO-25-082
Topography Probes_3
Budgetary Quote
General Information: Seller:
Issue date: 24.6.2025 NenoVision s.r.o.
Purkyňova 649/127
Buyer: 61200 Brno
Univerzita Karlova Czech Republic
Ovocný trh 560/5 Tax ID: CZ04525671
110 00 Praha - Staré Město
Česká republika
Tax ID: CZ00216208
1,1\tll/ll\
.. \ltl (l\, \
IMPORTANT NOTICE
"This budgetary offer is preliminary and not final and as such non-binding.
It is tendered for discussion only, does not constitute a term to contract and NenoVision can,
without notice, make any change in NenoVision’s discretion“
NenoVision s.r.o.
Purkyňova 649/127
612 00 Brno, Czech Republic VAT CZ04525671 www.nenovision.com
"PRELIMINARY DRAFT - FOR DISCUSSION ONLY - CONFIDENTIAL"
NenoVision QUO-25-082
1 Price Breakdown:
Code Item Unite Price[Kč] Qty Discount Total incl.
NP80011 NV-Akiyama-Probe set (10pieces) Discount[Kč]
0
NP90141 Transport small
VAT Detail
VAT Rate % Total Price w/o VAT VAT
17 430,0 Kč
21% 83 000,0 Kč
Final Price: 83 000,0 Kč
Final Price with VAT: 100 430,0 Kč
Price does not include the VAT. The Buyer is obligated to pay the VAT related to the price in the amount corresponding to the relevant
statutory provisions.
The contract price does not include any taxes, custom duties, social and health insurance fees, other fees and duties, including ensuing
costs connected thereto and costs connected with an assessment whether or not there are any of the foresaid payments required for the
Seller and or any of its personnel (hereinafter together as “Fees”). Should Fees be levied on the Sellers in the Buyers country in connection
with the conclusion or performance of this contract, such Fees are to be borne by the Buyer by means of price adjustment.
The turnover tax (value added tax) is borne by the Buyer. The Buyer is obligated to pay the turnover tax, to be charged by the Sellers at the
tax rate, applicable at the time of supply together with the corresponding invoice amount. The contract price is stated exclusive of
turnover tax (value added tax).
NenoVision s.r.o.
Purkyňova 649/127
612 00 Brno, Czech Republic VAT CZ04525671 www.nenovision.com
"PRELIMINARY DRAFT - FOR DISCUSSION ONLY - CONFIDENTIAL"
NenoVision QUO-25-082
2 Quote Specifications
Item Description
10 pcs NV-Akiyama Probe in box. Length: 310 μm, thickness: 3.7 μm, width: 30 μm each material: n+ silicon
NV-Akiyama-Probe set (0.01 - 0.025 Ohm•cm). Resonance frequency 45 kHz (33 – 60 kHz).
(10pieces) .
Cl DAP delivery costs for small items i.e. probes, probe holders, reference
samples, …
Transport small
3 Quote validity
This quote is valid until 31.12.2025
- 4 Revisio- n History
Version Date List of Changes
Rev01 Initial document
I II
5 General Business Terms and Conditions
This quote includes the NenoVision Terms and conditions attached in Appendix No. 1
6 Delivery terms
DAP Univerzita Karlova, Praha - Staré Město, Czech Republic according Incoterms 2020
7 Terms of Payment
The Buyer will pay 100% of the total price plus the applicable VAT, which is due based on a proforma invoice issued by the Seller, as soon
as this quote will be accepted. The due date of the proforma invoice shall be days from the issue date.
In case of any delay with the payment of any part of the price of the Delivery by the Buyer, the performance of further commitments by
the Seller shall commence only after due payment of the amounts owed.
NenoVision s.r.o.
Purkyňova 649/127
612 00 Brno, Czech Republic VAT CZ04525671 www.nenovision.com
"PRELIMINARY DRAFT - FOR DISCUSSION ONLY - CONFIDENTIAL"
✓.:-» NenoVision QUO-25-082
••
8 Delivery Date
The delivery time is 6 months since technically and commercially clear PO is provided to Seller
9 Warranty and liability for defects
The Seller provides the Buyer with a quality warranty for the Delivery based on the commitment of the Seller to remove free of charge, any
defects of the Delivery that will be reported properly and timely; the Seller will remove such defects, at its discretion, by repair or
replacement. Defects mean that the Delivery, or any of its parts or individual components, including the incorporated components, is not
eligible for use for the usual purposes or does not retain the usual properties over the warranty period. The above warranty represents the
sole definition of the content of the warranty for the quality of the work provided by the Seller.
The warranty period commences on the date of handover and takeover of the Delivery and lasts for 12 months from the Delivery. There is
no warranty for consumable parts, wear and tear parts.
Defects that can be detected upon the takeover of the Delivery will be recorded in the handover and takeover protocol. For other defects
of the Delivery, the Buyer is obliged in order to preserve its entitlements and exercise its warranty rights to report such defects of the
Delivery without any undue delay after their discovery, by a written notice sent to the address of the Seller.
The Buyer will not be able to claim defects resulting from improper or inappropriate use of the Delivery, in the event of any delay in
notifying the Seller of the identified defects or any improper commissioning by the Buyer or any third person, in the case of normal wear
and tear, defects resulting from unsuitable operating resources, negligent storage or other circumstances, for which the Buyer or a third
party is responsible.
With the exception of defects undoubtedly caused by a defect of material, the warranty does not cover consumable materials subject to
wear during normal operation, or parts with shortened warranty period, as specified in the handover documentation.
10 Final Provisions
The following documents constitute the Contract between the Buyer and the Seller, and each must be read and construed as an integral
part of the Contract:
a) QUO-25-082
b) NenoVision Terms and conditions
In the event of any ambiguity or conflict between the Contract Documents listed above, the order of precedence is the order in which the
Contract Documents are listed above.
The Contract constitutes the entire agreement between the Customer and the Contractor with respect to the subject matter of Contract
and supersedes all prior communications, negotiations and agreements (whether written or oral) of the Parties with respect thereto made
prior to the date of Contract.
No amendment of the Contract is effective unless it is in writing, is dated, expressly refers to the Contract and is signed by a duly authorized
representative of each Party.
Unless this quote specifies otherwise, the aforementioned NenoVision Terms and conditions, which form an integral part hereof, are
applicable. By signing hereof or by accepting this Quote in any other way, the Buyer acknowledges that the Buyer received the General
Terms and Conditions as an annexe hereto and is familiar with those terms and conditions.
This contractual relationship is governed exclusively by the laws of the Czech Republic. Any disputes arising from this contractual
relationship or in connection with it shall be finally settled under the arbitration clause in the business terms and conditions of the Seller.
All notices and other communications required hereunder or related to it will be served in writing and delivered in person, by e-mail or
registered mail.
Without the written consent of the other party, neither the Seller nor the Buyer will be entitled to assign to any third party its rights and
obligations under the contract concluded between both parties on the basis hereof.
NenoVision s.r.o.
Purkyňova 649/127
612 00 Brno, Czech Republic VAT CZ04525671 www.nenovision.com
"PRELIMINARY DRAFT - FOR DISCUSSION ONLY - CONFIDENTIAL"
✓.:-» NenoVision QUO-25-082
••
If this Quote is signed or otherwise accepted by the Buyer, any and all prior oral or written agreements of the parties regarding the subject
of Delivery, as defined above, become null and void. Any changes can only be valid if they were expressly agreed, in the form of an
amendment, and were made by authorized representatives of both parties.
Any and all information notified or otherwise made available by one party to the other party in connection with the negotiation or the
performance of the Delivery, may neither be disclosed by the other party to a third party nor used contrary to its purpose for the other
party's own needs, or for the benefit of other persons.
Unenforceability or invalidity of any provision shall not affect the enforceability or validity of the remaining provisions, if such invalid or
unenforceable provision may be severed from other provisions without making this Quote null and void. Under such circumstances, the
parties shall take necessary steps in good faith to replace the invalid or unenforceable provision by a provision that is valid and
enforceable, and corresponds as much as possible to the original purpose of such a provision and intent under the conditions hereof.
The legal relationship between the Seller and the Buyer is governed by the provisions hereof, regardless of what particular type of contract
is concluded by and between them.
Annexes and drawing documentation
Annexe No. 1: NenoVision Terms and conditions
We believe this quote has met your expectations.
…………………..
Sales Manager
NenoVision s.r.o.
NenoVision s.r.o.
Purkyňova 649/127
612 00 Brno, Czech Republic VAT CZ04525671 www.nenovision.com
"PRELIMINARY DRAFT - FOR DISCUSSION ONLY - CONFIDENTIAL"
NenoVision QUO-25-082
TERMS AND CONDITIONS
1. INTRODUCTORY PROVISIONS 3.7. One invoice may refer to five purchase orders.
1.1. These Terms and Conditions shall apply to all legal relations arising from any 4. TOLERANCE AND CONTRACTUAL PENALTY
sale or purchase of goods by NenoVision s.r.o. (hereinafter referred as
“Terms and Conditions“) if expressly agreed between the parties in the 4.1. Obligation of seller to deliver agreed amount of goods to the buyer and
Purchase Agreement or Framework Purchase Agreement (hereinafter obligation of buyer to take over agreed amount of goods is considered
referred to as the “Agreement“). Terms and Conditions are available at the fulfilled only if the actual amount of delivered / take over goods differs not
website www.NenoVision.com. Such terms and Conditions shall be applied more than 5% as agreed previously.
in their entirety unless otherwise agreed.
4.2. Purchase price means total price for complete products including
1.2. Divergent provisions in the Agreement shall prevail over these provisions. accessories, packaging, palletization and packaging and labelling costs,
The Terms and Conditions shall prevail over legal provisions of a non- transportation fees and cost of documentation unless otherwise agreed
compulsory nature. for every single case.
2. FORMATION OF AGREEMENT 4.3. If seller delivers a smaller amount of goods then agreed by the purchase
agreement reduced of tolerance according to article 1.4 hereof seller
2.1. Agreement arises on the basis of a written order placed by the buyer and undertakes to pay, upon writer notice by the buyer, contractual penalty of
unreserved confirmation of the order by the seller delivered to the buyer 2% of the total value of the order reduced of tolerance according to article
within the period specified in the order, or in the alternative, within one (1) 4.1 of this Terms and Conditions.
working day of seller’s receipt of order unless agreed otherwise. Any change
in the order made by the seller does not constitute an Agreement. In such 4.4. If the buyer take over a smaller amount of goods then agreed by the
a case it is only a proposal for conclusion of the Agreement submitted by a purchase agreement reduced of tolerance according to article 4.1 hereof
seller to the buyer and the Agreement only arises by the day of delivery of buyer undertakes to pay, upon writer notice by the seller, contractual
buyer’s consent regarding this proposal to theseller. penalty of 2% of the total value of the order reduced of tolerance
according to article 4.1 of this Terms and Conditions. a smaller amount of
2.2. Contractual parties, once the contract is concluded, agree to exclude goods than agreed by the purchase agreement.
section 1740 (3) and section 1751 (2) of the Civil Code, and stipulate that
Agreement is concluded even where the expression of the will of the 4.5. Buyer is not obliged to take over the goods if not delivered in a timely and
contractual parties is not fully consistent. due manner. Buyer is entitled to take over whole delivery or to take over
such delivery partially or have right to refuse completely. The costs of
2.3. Contractual parties are obligated to ensure that all correspondence, (repacking, storage, etc.) will be borne in such circumstances by the seller.
invoices, bills of delivery and documents related to the order bears the
Order reference number. 4.6. By settlement of contractual penalty according to prior provisions, the
obligation to deliver / take over remaining above-mentioned goods is not
2.4. Buyer shall provide data relevant to the order, at least: terminated unless agreed otherwise in written between seller and buyer.
2.4.1. Seller’s and buyer’s details, i.e. name of the company, its location and
identification number, 4.7. Obligation to pay penalty upon the prior provisions does not arise if the
2.4.2. specification for required goods, breach of obligations of any contractual party resulted from breach of
2.4.3. quantity of good required, obligations of the other party or the breach was due to a circumstances
2.4.4. unit price or the total item price. excluding liability, i.e. extraordinary, unpredictable and unavoidable
2.4.5. Requested delivery date. external circumstances arising independently of the will of the infringing
party.
2.5. Only after written confirmation of order receipt, the buyer can seek,
without charge, withdrawal of the order, in writing or by telephone, with 5. POSSESORY TITLE TO GOODS AND DANGER OF DAMAGE
subsequent written confirmation. TO GOODS
2.6. Deviations from, and additions to the order shall be valid only if, and to the 5.1. Buyer acquires possessory title to goods by (i) takeover of the purchase,
extent that, they are expressly confirmed in writing by the buyer. or, if not timely (ii) although it is for the buyer to take possession of the
goods fails to do so.
2.7. Subsequent amendments of, or additions to, the order shall be subject to
written confirmation by both parties. 5.2. Should the buyer process the goods prior to passage of title to the buyer,
or prior to full payment of the purchase price of the goods to the seller, as
2.8. An order or order confirmation sent by email or fax is to be regarded as the case may be, the seller shall become the owner of the buyer's products
being valid, in the same manner as such an order or confirmation sent in manufactured from the seller's goods. In a case that goods of other owners
hard copy. or goods owned by the buyer is involved in the processing of the buyer’s
goods resulting in a product, the seller shall not become the joint owner
3. PAYMENT of the finished products.
3.1. Seller issues an invoice, which complies with the requirements of an 5.3. Should the buyer be in default of payment of any obligations towards the
accountable receipt, and contains elements of a tax document seller, the seller may request surrendering of goods or products, to which
he holds title hereunder, without such an act constituting withdrawal from
3.2. The invoice will be due for payment within 30 days from the invoice date the Agreement.
specified.
5.4. The buyer may not pledge the goods or products, the owner or joint owner
3.3. If an invoice is issued in a foreign currency, and the buyer is a natural person of which is the seller, for the benefit of third persons or create any other
who is a Czech resident or a Czech domiciled legal entity, the invoice shall right with respect to such goods or products which would in any way
be issued in a foreign currency including VAT calculation. VAT shall be whatsoever restrict or exclude the seller’s title, or to permit the creation of
calculated also in CZK using the exchange rate declared by the Czech a charging lien to such goods or products, until the moment of full payment
National Bank in force as at the date of the tax liability. Buyer shall pay VAT of the buyer’s obligation to the seller. Buyer shall also not be entitled to
in CZK to the bank account stated on the invoice. Pro-forma invoice VAT pledge or encumber in any other way whatsoever the claims for payment
vice-versa shall be paid in foreign currency. of the purchase price, if any, towards third persons if the seller is the owner
or a joint owner of the goods or products hereunder.
3.4. The invoice shall be considered fully paid when the full amount is credited
to the bank account of the seller. 5.5. If seller is, according to sales agreement, obliged to pass goods over to a
carrier at a certain place for transporting goods to buyer, any risk of damage
3.5. The seller is entitled to charge interest on any late payment and the buyer to goods passes to buyer by passing goods over to the carrier at agreed
is obliged to pay such an interest; the level of interest is established by the place.
Government's regulation fixing the rate of interest under the Civil Code, as
amended, or under the applicable law to substitute the aforementioned 5.6. If seller is, according to sales agreement, obliged to send goods, but not
rate in a relevant range. obliged to pass goods over to a carrier at a certain place, any risk of damage
to goods passes to buyer by the moment of passing goods over to the first
3.6. Seller is entitled after prior written notice to stop further deliveries or carrier for transporting goods at a destination place.
withdraw from the contract in case the Buyer is in default of payment. In
such a case the seller shall not be rendered liable for damages for breach
of contract.
NenoVision s.r.o.
Purkyňova 649/127
612 00 Brno, Czech Republic VAT CZ04525671 www.nenovision.com
"PRELIMINARY DRAFT - FOR DISCUSSION ONLY - CONFIDENTIAL"
~ NenoVision QUO-25-082
5.7. Damage to goods, caused after passing risk of damage to goods to buyer, circumstances other than those defined in these general terms and
does not release buyer from liability to pay the purchase price to seller. conditions, if the other contractual party commits substantial breach of
6. SHIPPING TERMS AND CONDITIONS obligation resulting for the party from sales agreement. Fundamental
breach of contractual obligations is considered to encompass:
6.1. Deliveries before the agreed delivery date or partial deliveries shall require 8.1.1 Buyer in default with coverage of purchase price, or any parts payable
buyer’s prior written consent. Where preterm deliveries occur without
buyer’s prior written consent, buyer shall be entitled to charge seller for according to sales agreement or these general terms and conditions.
storage of the goods. Seller is obliged to at its own expense ensure 8.1.2 Delivery delay of the supplier exceeding the period of one month.
compliance with all quality measures, and delivery date. 8.1.3 Buyer in default, whilst taking goods.
8.2 Contractual party is entitled to withdraw from the Agreement in the event
6.2. Seller is obliged to deliver the goods at the place specified in the order with
a corresponding delivery note. If a place of delivery is not specified in the that that the other contractual party as a debtor submits an insolvency
order, it is agreed that the delivery term CPT buyer´s enterprise INCOTERMS petition in accordance to the article 98 of Act No. 182/2006 Coll.
2010 shall be applied. Bankruptcy and Settlement (Insolvency Act) as amended (hereinafter
referred as “Insolvency Act”); insolvency court decide on bankruptcy
6.3. In instances where there is a delay in delivering, buyer is entitled to charge petition within three (3) days from the commencement of insolvency
a contractual penalty for undelivered goods according to the purchase proceedings; Insolvency court will make and Insolvency decision pursuant
agreement, in the amount of 0,5% of the purchase price including VAT for to the article 136 of Act on Bankruptcy and Settlement; Insolvency court
each day of the delay, or part thereof. The contractual penalty provision rejects the insolvency petition for lack of assets of the opposing party;
does not deprive consumers of compensation for damages due to failure to Insolvency court made other party bankrupt; or the decision on
deliver agreed amount of goods. Delays in delivery periods longer than 30 termination of a contractual party by both a voluntary and compulsory
days constitute a fundamental breach of contract. The application of the basis (excerpt business transformation case).
contractual penalty does not relieve the Purchaser of the right to 8.3 If the additional period allotted by one of the contractual parties to the
compensation for all ancillary expense incurred by the Purchaser as a result other contractual party to fulfil required contractual obligations, the other
of the delay of the delivery. contractual party is in default with, vainly lapses, withdrawal from the
agreement does not occur, even if the contractual party entitled to the
6.4. Seller is obliged to cover the insurance for goods throughout, including fulfilment of such obligations informs the other contractual party that the
storage and shipment to the buyer. additional period will not be prolonged.
8.4 Withdrawal from sales agreement comes into effect by service of a notice
7. LIABILITY FOR DEFECTS OF GOODS AND WARRANTY in writing from a contractual party about withdrawal from the sales
agreement to the other contractual party. In case of doubts between
7.1 The Seller provides the Buyer with a guarantee of the quality of goods for parties concerning the date of service of notice about withdrawal from
the period of 12 months since the delivery of the goods to the buyer. The sales agreement, the day of service is considered the third day after
warranty period begins with the delivery of the ready products. "Quality mailing such a notice. Notice of withdrawal from sales agreement must
Guarantee” means that the goods will be eligible for a period of warranty, contain the reason for withdrawal presented in specific, clearly
to be used for the agreed or usual purpose, or maintain agreed or usual enumerated terms.
characteristics. 8.5 All rights and obligations of parties resulting from a sales agreement
terminated by withdrawal from sales agreement, besides right of damages
7.2 If delivered goods do not meet conditions set in sales agreement as to and contractual penalty and provisions of sales agreement and these
amount, quality, make or packing, such goods are defective. In case of general terms and conditions, that concern choice of law, settlement of
damage of the goods or other obvious damages, buyer is obliged to record disputes between the parties and regulation of rights and duties of parties
the damage on the carrier shipping and to accept the delivery with for the case of sales agreement termination.
reservation or not to accept the delivery as a whole. In case of visible
damage on packaging or packaging tape, buyer is obliged make a notice to 9. DAMAGES
the transportation documents or to refuse the delivery as a whole. Buyer is
obliged to prove defects of goods to seller in a verifiable way. 9.1 Contractual party which breaches any obligation resulting from sales
agreement, is obliged to pay such damages to the other contractual party
7.3 Buyer is obliged to inspect goods without unreasonable delay after passing that were caused by this breach of its obligations.
risk of damage to goods or after their delivery on a destination place. The
inspection must adequately reflect characteristics of goods. Buyer is 9.2 The Seller is responsible for the damage up to an amount equal to the
obliged to inform seller of defects found in the course of goods inspection, purchase price. This provision does not apply in case the damage was
in writing and within 7 calendar days after the inspection. caused by wilful act.
7.4 Within 3 days after the service of notification concerning the defects 9.3 Obligations to pay damages do not arise if an obligation to pay contractual
found by buyer, seller shall suggest next steps to resolve complaint, or penalty was created, or if neglect of duty by the obligated party was caused
refuse to resolve it. Seller is entitled to refuse complaint after this time by acts of an injured party, or by lack of cooperation, that an injured party
limit as well if it proves to be wrongful. was obliged to furnish. The contractual party which breached of the
obligation, is not obliged to pay damages to the other contractual party if it
7.5 Buyer is obliged to store defective goods that are cause of complaint, proves that this breach of obligation resulted from operation of
separately from other goods and is not allowed to handle them in a way circumstances excluding responsibility, or by force majeure.
that might make mitigation of alleged defects more difficult or not
possible to seller. Seller is entitled to send its representatives to the buyer 9.4 If breach of any obligation of sales agreement occurs by any contractual
to check complaint, and buyer is obliged to allow the representatives of parties and damages arise to the other contractual party, or both
seller an inspection of defective goods. contractual parties, as a result of such breach of obligation, contractual
parties must use all effort and measures to reach an amicable settlement
7.6 If seller meets a claim and allows it in writing, buyer is entitled to ask with regard to the damages.
delivery of missing or defective goods or discount of the purchase price.
Buyer can withdraw from agreement only if sales agreement was broken 9.5 If any of contractual parties withdraws from sales agreement, right for
by delivery of defective goods in a substantial way. By fundamental damages arisen as a result of breach of obligation remains preserved.
breach of the agreement is meant repeated delivery of defective goods.
10. FORCE MAJEURE
7.7 In case of delivery of substituted goods or withdrawal of buyer from sales
agreement, buyer is obliged to return goods to seller in the same 10.1 None of contractual parties is responsible for any neglect of duty from sales
condition as when taken over from seller. Buyer is not entitled, unless
having an explicit written consent from seller, to return goods to seller
before the conclusion of the complaint’s procedure. agreement besides obligation to pay the purchase price, if this neglect or
7.8 Buyer by takeover of the goods expressly consents to the Terms and delay was caused by an obstacle or impediment, that occurred
Conditions; the current version is available at the website of the seller independently of the obligated party´s will, and impeded the party in the
www.nenovision.com. discharge of its duty, if it is not possible to expect reasonably the obligated
8. WITHDRAWAL FROM SALES AGREEMENT party to be able to prevent or overcome this obstacle or its results, and
further, that at the moment of obligation creation, this obstacle could not
8.1 Seller and buyer are entitled to withdraw from sales agreement in
NenoVision s.r.o.
Purkyňova 649/127
612 00 Brno, Czech Republic VAT CZ04525671 www.nenovision.com
"PRELIMINARY DRAFT - FOR DISCUSSION ONLY - CONFIDENTIAL"
•~ NenoVision QUO-25-082
10.2 have been really expected by the obligated party (hereinafter referred to as Convention on Contracts for the International Sale of Goods and rights and
“force majeure “). However the obstacle or impediment, created only at the obligations arising from.
10.3 time of the obligated party´s default of discharge of a duty, or created as a 11.3 Contractual parties further agreed that ordinary commercial practice does
result or product of their economic situation, does not exclude the not exceed any provisions of the law, even as regards law with no
11. responsibility for discharge of obligation. compulsory nature.
For purposes of this agreement, if they satisfy presumptions stated in the
11.1 previous paragraph, force majeure is considered to include: natural 12. DEALING WITH THROWAWAY PACKAGING
11.2 disasters, fires, earthquakes, landslides, floods, storms or other
atmospheric disturbances and phenomenon of a considerable magnitude, 12.1 Buyer secures the fulfilment of obligation to use packing waste of packed
or wars, rebellions, revolts, civil disturbances or strikes, or decisions or legal products according to Section 12 of Act N 477/2001 Coll. to specify
acts of organs of public authority, regulations, restrictions, prohibitions or packaging as amended.
other interventions of a state, organs of state administration or self-
administration, or explosions or other damages or defects of relevant 12.2 Buyer declares that packaging meets specifications of Act N 477/2001 Coll.
production or distribution facilities. to regulate packaging as amended.
The contractual party that broke, breaks or with respect to all known facts
expects to break its obligation from sales agreement, namely resulting 13. FINAL PROVISIONS
from force majeure, is obliged to inform the other party of the breach or
accident without any delay and exercise all possible effort to prevent and 13.1 Provisions of article 1799 and article 1800 of the Civil Code governing the
remove such accidents or their results. Terms and Conditions of the form contracts which defines
incomprehensible terms or clauses which are particularly onerous and
CHOICE OF LAW impacts upon validity of same, does not apply.
Legal relations, with respect to rights and obligations of contractual parties 13.2 Contractual parties declare that neither one nor other feels to be weaker
from sales agreement, their securing, alterations and termination, follow party and had opportunity to get acquainted with the wording of the
exclusively legal order of the Czech Republic, namely Act No. 89/2012 Coll. agreement and wording of the Terms and Condition, that they understood
the Civil Code as amended. the content, it is they will to be bound by them, and that they have
Contractual parties hereby exclude the application of the United Nations sufficiently discussed the contractual agreements between themselves.
Furthermore, the parties to the agreement declare, that execution of the
purchase agreement does not place one of the parties in a
disproportionate position pursuant to § 1793 of the Civil Code.
NenoVision s.r.o.
Purkyňova 649/127
612 00 Brno, Czech Republic VAT CZ04525671 www.nenovision.com
"PRELIMINARY DRAFT - FOR DISCUSSION ONLY - CONFIDENTIAL"