General Provisions

These General Terms and Conditions (hereinafter referred to as the “GTC”) issued in accordance with Section 1751 of Act No. 89/2012 Coll., the Civil Code (hereinafter referred to as the “CC”), apply to business obligations arising from a contract, purchase contract, contract for work or any other contract for the supply of goods or services by the Seller or the Provider – ZPA Smart Energy (hereinafter referred to as “ZPA SE”). A Contract shall be deemed to be concluded once the draft contract is confirmed in writing without reservation or amendments and returned back to ZPA SE without delay, unless stated otherwise. The General Terms and Conditions are publicly available at: www.zpa.cz. By signing the Contract, the Buyer agrees with the GTC without reservation.

Subject of the Contract, Price, Transport

1. The product specified in the Contract shall be marked in accordance with the technical documentation of ZPA SE. If required, the product is supplied with a certificate, attestation, etc., unless agreed otherwise.
2. The prices are contract prices, agreed in the Purchase Contract, Contract for Work or any other contract. The price shall be understood to be the price in the currency for the given units of measure. VAT will be added to the price according to applicable legal regulations.
3. The purchase price includes basic packaging as specified in the technical documentation. Bulky shipments and heavy shipments are delivered in returnable packaging. It is the Buyer’s obligation to return the packaging within 30 days, or to agree on the payment of the returnable packaging with the Seller. After this period, the Seller has the right to charge the price of the packaging in full.
4. The method of delivery is agreed in the Contract and is governed by INCOTERMS 2010, standard FCA (EXW), ex works.
5. The Seller is entitled to start performance of the delivery 15 days (or less) before the agreed delivery date.
6. If the Seller is to send the object of purchase to the place of performance or destination, the item is deemed to be handed over at the time when it is handed over for transport, unless agreed otherwise.
7. Ownership passes to the customer on the day of receipt of the goods.
8. Unless agreed otherwise, partial deliveries of goods are permitted.

Establishment of the Contract and Withdrawal from the Contract

1. The Purchase Contract shall enter into force on the date it is signed by both parties.
2. Where an advance payment of the purchase price is agreed, the Purchase Contract shall take effect on the day of payment of this advance payment provided that it is made within the agreed deadline. Where the advance payment is made after the expiration of the specified period, the Contract takes effect unless the Seller refuses to accept the advance payment within 15 days from the date of payment. If no advance payment is agreed, point 9 of the GTC shall apply.
3. If an advance payment of the purchase price is agreed, the agreement is considered to be an essential condition for the Purchase Contract to take effect. Should the Buyer fail to fulfil the obligation to pay the advance payment in time, the Purchase Contract shall be effective pursuant to the provisions of point 10 of the GTC.
4. Withdrawal from the Purchase Contract shall be possible only by mutual agreement between both Parties.
5. If an agreement on the termination of the Contract is concluded at the request of the Buyer, the Buyer is obligated to reimburse the Seller for the damage incurred, such as the cost of work in progress, purchase of less than the agreed quantity, etc.
6. In the event of non-compliance with the provisions of the Contract by the Buyer and withdrawal from the Contract, the Seller is entitled to claim compensation for damage and reimbursement of costs incurred as a result of the performance.

Payment Terms

1. The Seller shall become entitled to issue an invoice immediately upon delivery of the goods to the first public carrier, upon personal collection, or after otherwise agreed performance of the delivery. The method and deadline for payment are stipulated in the Purchase Contract.
2. An invoice is considered to be paid in time once the invoiced amount is credited to the Seller’s account.
3. The invoice is not to be attached to the goods and shall be sent separately.
4. Should the Buyer fail to comply with the payment terms, the Seller is entitled to charge interest on late payment at the agreed amount: 0.05% of the amount due for each commenced day of delay if the delay does not exceed 30 days from the specified date of payment. 0.1% of the amount due for each commenced day of delay exceeding 30 days from the specified date of payment.
5. The Seller’s delay in the delivery of goods entitles the Buyer to impose a contractual penalty on the Seller. The contractual penalty is governed by the same % amounts and time periods as in point 18 of the GTC.

Warranty and Liability for Defects

1. The warranty period is 24 months from the date of delivery, unless stated otherwise.
2. Claims in relation to liability for defects shall be governed by Section 619–627 of the CC.
3. Any complaints about defective goods during the warranty period shall be governed by the applicable complaints procedure of ZPA Smart Energy a.s., which is publicly available at: www.zpa.cz.

Force Majeure

1. Both parties are entitled to suspend the performance of their obligations under the Contract for as long as the circumstances of force majeure persist.
2. Force majeure includes particularly the following: strike, epidemic, fire, natural disaster, mobilization, war, insurrection, confiscated goods, embargo, accidental regulation of electricity consumption, terrorist attack, etc.
3. The party claiming force majeure must immediately notify the other party in writing and take all measures to mitigate the consequences of the non-performance of contractual obligations.
4. Should a force majeure event last more than six months, both parties are entitled to withdraw from the Contract. Force majeure excludes the right to apply property penalties against the party affected by force majeure.

Other Provisions

1. The product is capable of safe operation. The manufacturer has issued a Declaration of Conformity in accordance with Section 13 of Act No. 22/97 Coll. In each technical specification, the manufacturer warns of the risks and dangers arising from incorrect handling of the product.
2. The method of disposal of packaging material is governed by Act No. 477/2001 Coll., the Packaging Act. The Seller has concluded a contract on joint performance with the company EKO-KOM under client number EK-F00070041.
3. Pursuant to Section 37k of Act No. 185/2001 Coll., on Waste, the Seller shall take back its products and dispose of them in an eco-friendly way.

Any special arrangement shall be specified in writing and either included in an annex or stated in the Purchase Contract.

By confirming the Purchase Contract, the Buyer agrees with the General Terms and Conditions of ZPA Smart Energy a.s.