Terms and conditions

General Terms and Conditions of Smarter Engines, s.r.o.
for Purchase Contracts Concluded by Distance Means with Persons Who Are Not Consumers

Introductory Provisions. These General Terms and Conditions regulate, in accordance with § 1751 et seq. of the Civil Code, the conditions for concluding purchase contracts by distance means (via means of communication at a distance) within the internet electronic store of Smarter Engines, s.r.o., as well as the content of these purchase contracts and the rights and obligations of the contracting parties.

Definition Delimitation. Words and expressions with initial capital letters shall have the following meanings for the purposes of these general terms and conditions and purchase contracts, of which these general terms and conditions are a part:
"Article" means movable property displayed in the E-shop.
"Dispatch Day" means the day from which the Goods are ready for collection at the Seller's premises or the day on which the Seller handed over the goods to the Carrier for transport to the Delivery address.
"Delivery address" means the place of receipt of the Goods or Shipment designated by the Customer in the Order, identified by the Seller's required identification marks.
"Carrier" means the agreed sender, carrier, or operator of postal services.
"E-shop" means the interface accessible via the internet network, on which the Seller displays the Article and allows the Buyer to send a proposal to the Seller to conclude a Purchase Contract.
"Purchase price" means the sum of (i) the prices for the Goods, (ii) the prices related to the delivery of the Goods, in particular the price for the transport of the Goods, and (iii) the fees, taxes, and charges related to the sale of the Goods.
"Purchase contract" means the purchase contract for the sale of Goods by the Seller to the Buyer.
"Buyer" means a person other than a Consumer who has placed an Order.
"Night delivery" means express delivery of Goods by the Carrier to the Buyer between 4:00 a.m. and 9:00 a.m., who have entered into a special agreement with the Seller for Night delivery of Goods to the Delivery address without the presence of the Buyer's staff.
"Packing" means a product made of material of any nature intended for containment, protection, handling, delivery, or presentation of the product, i.e., sales packaging, group packaging, or transport packaging within the meaning of § 2 of the Packaging Act.
"Civil Code" means Act No. 89/2012 Coll., the Civil Code, as amended.
"Order" means the legal act of the Interested Party, by which the Interested Party expresses to the Seller the will to purchase a specific quantity of specific Goods, provides the Seller with the required identification details of the Goods, the Interested Party, and the method and place of the Goods' receipt, which is carried out exclusively via the relevant web form of the E-shop. The Order shall be considered an offer to conclude a Purchase Contract.
"Packaging violation" means (i) a breach of the integrity of the Goods' or Shipment's packaging, which is not merely superficial damage to the packaging, or (ii) an obvious change in the shape of the packaging, which is capable of causing a defect in the Goods.
"Work day" means any day except Saturday, Sunday, or a public holiday.
"Seller" means Smarter Engines, s.r.o., ID No. 08330158, VAT ID CZ08330158, with its registered office at Jánošíkova 837/42, Chrlice, 643 00 Brno, registered in the Commercial Register kept by the Regional Court in Brno, Section C, File No. 113116, as the seller.
"Consumer" means a person who, as a Buyer, concludes a Purchase Contract with the Seller or otherwise deals with the Seller outside the scope of their business or independent professional activity.
"GTC" means these General Terms and Conditions.
"Interested Party" means a person other than a Consumer who has viewed the E-shop for the purpose of concluding a Purchase Contract.
"Packaging Act" means Act No. 477/2001 Coll., on Packaging and on Amendments to Certain Acts
(Packaging Act), as amended.
"Waste Act" means Act No. 541/2020 Coll., on Waste, as amended.
"Shipment" means such a method of packaging Goods (e.g., parcel) from which it may not be apparent what is inside the package.
„Goods" means all the Articles included by the Interested Party in their Order.
Subject of the Contract.
1. Based on the Purchase Contract and GTC, the Seller undertakes to deliver the Goods to the Buyer, enable the Buyer to acquire ownership rights to the Goods, and the Buyer undertakes to accept the Goods and pay the Seller the Purchase price.
2. The Goods are not intended for use in aircraft.

Conclusion of the Purchase Contract. The Article displayed in the E-shop does not constitute an offer by the Seller to conclude a Purchase Contract but merely an invitation by the Seller to the Interested Party to submit an offer to conclude a Purchase Contract. The Interested Party's offer to conclude a Purchase Contract (Order) is irrevocable. The period for accepting the Interested Party's offer to conclude a Purchase Contract (Orders) is five (5) Working days. If the Seller rejects the Order, the Order expires. Even the late acceptance of the Order by the Seller has the effect of timely acceptance of the offer to conclude a Purchase Contract if the Interested Party notifies the Seller within five (5) Working days that they consider the acceptance of the Order to be timely or if they pay the Purchase price.

Due Date of the Purchase Price. According to the agreement in the Purchase Contract, the Purchase price is due (i) no later than upon delivery of the Goods or (ii) within ten (10) days from the conclusion of the Purchase Contract. After the expiry of this period without payment, the Seller is entitled to withdraw from the Purchase Contract without being obliged to request the Buyer to pay the Purchase price and provide them with an additional period for payment.

Method of Payment of the Purchase Price. The Purchase price is paid according to the agreement in the Purchase Contract (i) in cash, (ii) by bank transfer, or (iii) by means of payment enabling non-cash transfer. The Purchase price is paid by bank transfer and means of payment enabling non-cash transfer to the Seller's account at the bank agreed upon in the Purchase Contract. The Buyer is obliged to designate the payment with the variable symbol agreed upon in the Purchase Contract when paying the Purchase price.

Tax Document. The Seller shall send the tax document to the Buyer within two (2) days of receipt of the Goods, provided the Purchase price has been paid, if the tax documents are not part of the Shipment or if the Seller has not handed them over to the Buyer upon receipt of the Goods.

Delivery of Goods. The Seller shall deliver the Goods to the Buyer only if the Purchase price has been fully paid. The Seller shall notify the Buyer of the Dispatch Day. The Seller shall determine the Dispatch Day so that it occurs no earlier than the first (1st) Working day after the payment of the Purchase price, unless the payment of the Purchase price upon delivery of the Goods is agreed upon.

Night Delivery. The provisions of article 8 shall not apply to the delivery of Goods within the Night Delivery.

Place of Delivery of Goods. The Seller shall deliver the Goods according to the agreement in the Purchase Contract at its premises or by delivery to the Delivery address. For delivery to the Delivery address, the Seller shall arrange for the Carrier according to the agreement in the Purchase Contract. If the transport of the Goods to the Delivery address is agreed upon, the transport costs of the Goods shall be part of the Purchase price.

Receipt of Shipment. Before accepting the Shipment, the Buyer is obliged to carefully inspect whether the Shipment has been damaged. The Buyer is entitled to refuse to accept the Shipment if there has been any damage to the packaging before accepting the Shipment; the Buyer is obliged to prove such damage (e.g., by photograph or confirmation from the Carrier). If the Buyer does not accept the Goods due to packaging damage, the Seller is obliged to redeliver the Goods to the Buyer no later than ten (10) days from the day the Buyer proved the packaging damage. If the Buyer accepts the Shipment from the Carrier or the Goods are delivered within the Night Delivery, it shall be deemed that there was no packaging damage before accepting the Shipment. Once the Buyer accepts the Shipment, they are obliged to verify the properties and quantity of the Goods as soon as possible after accepting the Shipment.

Receipt of Goods at the Seller's Premises. Before accepting the Goods at the Seller's premises, the Buyer is obliged to verify the properties and quantity of the Goods. If the Goods do not have the properties agreed upon in the Purchase Contract, the Buyer is entitled to refuse to accept the Goods. If the Goods did not have the properties agreed upon in the Purchase Contract, the Seller is obliged to request the Buyer to accept the Goods without defects, ensuring that the acceptance occurs no later than twenty (20) days. If the Buyer accepts the Goods at the Seller's premises, it shall be deemed that the Goods did not have any obvious defects at the time of acceptance.

Consequences of Unauthorized Non-Receipt of Goods.
1. If (i) the Buyer does not accept the Goods without being entitled to do so, or (ii) the Carrier does not find the Buyer at the Delivery address, the Buyer is obliged, upon the Seller's request, to collect the Goods at the Seller's premises and pay double the amount of the Purchase price consisting of the transportation cost to the Delivery address and value-added tax.
2. If the original agreement was for the Goods to be received at the Delivery address, the Seller is not obliged to hand over the Goods to the Buyer at its premises under article 13.1 until the Buyer pays double the amount of the Purchase price consisting of the transportation cost to the Delivery address and value-added tax.
3. If the Buyer does not collect the Goods within thirty (30) days from the Dispatch Day, the Seller's obligation to deliver the Goods to the Buyer and for the Buyer to pay the entire Purchase price shall lapse; however, the obligation of the Buyer to pay double the amount of the Purchase price consisting of the transportation cost to the Delivery address and value-added tax shall remain unaffected.

Consequences of the Termination of the Seller's Obligation to Deliver the Goods to the Buyer.
1. If the Seller's obligation to deliver the Goods to the Buyer pursuant to article 13.3 has lapsed and the Purchase price has already been paid, the Seller (i) is entitled to sell the Goods to another party at the expense of the Buyer and (ii) is obliged, upon the Buyer's request, to return the paid Purchase price.
2. If the Seller is obliged to return the Purchase price to the Buyer
  1. they are entitled to set off all their due and overdue monetary claims against the Buyer against the Buyer's claim for the return of the Purchase price;
  2. no interest or default interest shall accrue to the Buyer's claim for the return of the Purchase price until the thirtieth (30th) day from the receipt of the Buyer's request for the return of the Purchase price to the Seller.

Reservation of Ownership. The Buyer shall become the owner of the Goods only upon the complete payment of the Purchase price.

Transfer of Risk of Damage to the Goods. The risk of damage to the Goods shall pass to the Buyer at the moment of the Goods' acceptance.

Liability for Defects. The Buyer is obliged to inspect the Goods as soon as possible, but no later than within three (3) days after the risk of damage to the Goods has passed to the Buyer, and to verify the properties and quantity of the Goods. If the Buyer discovers a defect in the Goods during this inspection, they shall notify the Seller of this fact no later than the end of the following day. The Buyer is obliged to prove the defect in the Goods, as well as the timely notification of such defect to the Seller (e.g., by photograph). If the Buyer timely notifies the Seller of the defects in the Goods, the Buyer has the right to (i) have the defect remedied by the delivery of new defect-free Goods or the delivery of missing Goods, or (ii) have the defect remedied by repairing the Goods, at the Seller's discretion. The Seller is obliged to remedy the defect in the Goods within thirty (30) days of its notification by the Buyer. If the Seller notifies the Buyer that the defect is unremediable, the Buyer is entitled to request a reasonable discount from the Purchase price instead of remedying the defect.

Quality Warranty. If the manufacturer provides a quality warranty for the Goods or their parts, the Buyer shall enforce the rights from defects against the person designated for repair in the warranty certificate or other document accompanying the Goods; if no such person is designated for repair, the Buyer shall enforce these rights against the Seller. The warranty period starts from the acceptance of the Goods by the Buyer. The Buyer has no right to warranty if the defect occurred after the risk of damage to the Goods passed to the Buyer due to an external event or if the installation instructions and recommendations of the Seller or the manufacturer of the Goods were not followed during assembly.

Compensation for Damage. The Buyer is entitled to compensation for damage caused to their natural rights by defects in the Goods exclusively due to intentional or grossly negligent acts; otherwise, compensation for damage due to defects in the Goods is excluded.

Handling of Packaging. The Buyer is obliged to handle the packaging received with the Goods in accordance with legal regulations, especially with the Waste Act and the Packaging Act.

Restriction on the Use of Article Data. Without the prior written consent of the Seller, the Buyer may not use the data regarding the Article in relation to third parties.
Exclusion of Application of Certain Provisions of the Civil Code. The application of the provisions of § 2106 and § 2107, as well as the provisions of § 2158 to 2174 of the Civil Code, is expressly excluded.
Delivery. Any notice, request, or other communication to be made or given under the Purchase Contract, except for the submission of an Order to the Seller, shall be made electronically by a data message or delivered to a data box or sent by registered mail, personally, by courier, or by fax to the address specified in the Purchase Contract or to another address or fax number communicated by the respective contractual party by notice made in accordance with this article 2318. Any notice under the Purchase Contract shall be deemed delivered
1. at the time of receipt of the delivery confirmation to the sender, if it is an electronic delivered data message;
2. at the time of delivery, if it is the delivery of a message to a data box;
3. on the day of actual delivery of the notice if the notice is sent by courier or delivered personally; or
4. on the day when the acceptance of the notice by the recipient was refused or cooperation necessary for proper delivery was not provided; or
5. on the day confirmed on the delivery note if the notice is sent by registered mail with acknowledgment of receipt;
6. on the tenth (10th) day following the day on which the shipment containing the notice was sent by registered mail to the delivery address of the respective contractual party, even if subsequently returned to the sender as unclaimed; or
7. on the day of sending the fax message with subsequent confirmation of the proper delivery of the entire sent document.

Dispute Resolution. All disputes arising from the Sales Agreement and in connection with it shall be finally settled by the Arbitration Court at the Economic Chamber of the Czech Republic and the Agrarian Chamber of the Czech Republic in accordance with its rules by three arbitrators.

Survival of Rights After Termination of the Sales Agreement. If the Sales Agreement is terminated, the termination shall not affect provisions regarding dispute resolution (Article 2419) and choice of law (Article 2621), the Seller's right to claim double the part of the Purchase Price consisting of the cost of transporting the Goods to the Delivery Address (Article 13.1), and the consequences of the Seller's obligation to deliver the Goods to the Buyer (Article 14).