General Terms and Conditions of Proinno a.s.

 

1. These General Terms and Conditions govern the legal, commercial and other relations between Proinno a.s. and its customers or partners, irrespective of whether the general terms and conditions or any other similar document of the customers or partners of Proinno a.s. excludes the application of these terms and conditions or provides for exclusive use of other terms and conditions.

2. These General Terms and Conditions regulate the relations between the parties in the conclusion of contracts and the implementation of commercial contracts.

3. If the parties agree in the relevant contract to a different regulation than that contained in these General Terms and Conditions, the regulation contained in the contract shall apply.

4. The contract between Proinno a.s. and its customer is concluded as follows, After Proinno a.s. receives the specification of the works and performances to be carried out for the customer, Proinno a.s. prepares a written offer, which it sends to the customer with the request to send an order to Proinno a.s. on the basis of this offer, within the period specified in the offer. If the customer sends the order within the time limit specified in the offer and Proinno a.s. confirms the order to the customer within 5 working days from the date of its receipt and delivery of any material or data required from the customer, the contract between the parties is concluded by delivery of such confirmation to the customer in written or electronic form. If Proinno a.s. commences the execution of the order, the contract is concluded at the moment when Proinno a.s. commences the execution of the order. Contracts whose amount of performance does not exceed CZK 300,000, excluding VAT in a single business case may be concluded in the manner described above. The limit of CZK 300,000, excluding VAT, also applies to a partial order. If the amount of the performance exceeds CZK 300,000.-- excluding VAT, the parties shall conclude a written contract signed by both parties on the same document. Proinno a.s. hereby excludes the acceptance of an offer (order) with an amendment or deviation in the sense of the provisions of § 1740, paragraph 3, second sentence of the Civil Code.

5. The subject matter of the performance must be defined in the contractual documents in such a way as to indicate whether it is one or a combination of the activities listed below:

 

Computer Modelling

i. simulation of the behaviour of structures and materials

ii. design of suitable materials,

iii. design of structures

iv. simulation of manufacturing processes and their optimisation

 

Metallurgical technologies

i. casting

ii. forming

iii. heat treatment

 

Mechanical testing

i. at high temperatures

ii. at low temeratures

iii. thermo-physical measurements

 

Metallography

i. material analysis

ii. analyses using optical or electron microscopes

 

7. Proinno a.s. guarantees to the customer that it will not infringe on the customer's intellectual property rights and will respect the customer's trade secrets. The customer is obliged to explicitly notify Proinno a.s. of the intellectual property rights to which it is entitled when concluding the contract, as well as to define the scope of the information that Proinno a.s. is to treat as a trade secret.

8. Proinno a.s. shall fulfil the contract by sending a report or protocol containing the relevant analyses, measurements or analyses by post, e-mail or by handing them over to the customer.

9. The customer is obliged to pay Proinno a.s. the price agreed in the contract on the basis of an invoice issued by Proinno a.s. to the customer. The invoice is due within 14 days.

10. Proinno a.s. is obliged to pay the Customer a contractual penalty in the event of delay in performance, in the amount of 0.05% of the value of performance under the relevant contract for each day of delay.

11. The Customer is obliged to pay Proinno a.s. a contractual penalty in case of delay in payment of the agreed price according to the contract in the amount of 0.05% of this price for each day of delay.

12. Proinno a.s. shall not be held liable for the results of activities determined on the basis of inaccurate or incomplete data provided by the customer.

13. All legal relations between the parties shall be governed by the law of the Czech Republic, in particular Act No. 89/2012 of the Civil Code.

14. All disputes arising out of or in connection with this Agreement shall be finally and finally decided by the Arbitration Court of the Czech Chamber of Commerce and the Agrarian Chamber of the Czech Republic in accordance with its rules by a single arbitrator appointed by the President of the Arbitration Court.

15. The place of arbitration shall be the workplace of the Arbitration Court in Pilsen.