Ogólne warunki handlowe

General Terms and Conditions of Sale
The General Terms and Conditions of Sale (hereinafter referred to as the “Terms“) apply to contracts negotiated between
our company
Centurion Systems, s.r.o., with registered office at Praha 8, Bínova 529/2, zip code 182 00
Registration No: 27198227
VAT ID: CZ27198227
registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File No. 103788
Delivery address: Bínova 529/2, 182 00 Praha 8
Telephone number: +420 283 880 018
Contact email: centurion@centurion.cz
as the seller
and a company / an entrepreneur as the buyer
(jointly referred to as the “contracting parties”)

1. GENERAL PROVISIONS
1.1. The Terms define rights and obligations of the contracting parties when negotiating a contract of sale or other contract concluded under the Terms (hereinafter referred to as the “contract”) via the website www.centurion-eas.pl (hereinafter referred to as the “website”), by telephone, e-mail (jointly referred to as the “means of distance communication”) or in person. By the contract, the seller undertakes to deliver the buyer the goods as specified in a purchase order, whereas the buyer undertakes to take over such goods and pay the whole purchase price as specified in the order.
1.2. The buyer shall acquire the ownership of the goods by paying the whole purchase price. However not before the buyer takes over the goods.
1.3. The Terms are an integral part of the contract, but different provisions in the contract can be negotiated. Different provisions of the contract take precedence over the provisions of the Terms. The seller can amend or alter the Terms. The rights and obligations of the contracting parties are governed by the wording of the Terms effective at the time of their origination. The legal relationship of the contracting parties is also governed by the Warranty Claim Guidelines, Privacy Policy and any conditions and instructions stipulated on the website, especially when concluding the contract and in any matters not covered by the Terms the legal relationship is covered by Act no. 89/2012 Sb., the Civil Code, as amended, (hereinafter referred to as the „Civil Code“).
1.4. The contract and the Terms are written in the Czech and English language. The contract is possible to conclude in the Czech or English language unless the contracting parties agree on any other language.
1.5. The Terms only apply to entrepreneurs and legal persons.
1.6. The buyer shall express the consent and the acquaintance with the Terms by sending a purchase order or by signing a contract.

2. PURCHASE ORDER AND THE CONTRACT CONCLUDED VIA THE MEANS OF DISTANT COMMUNICATION
2.1. On the website, there is a list of goods including the description of main characteristics of particular items. Presentation of the goods is informative only and it is not the seller’s offer for concluding a contract of sale within the meaning of Section 1732 par. 2 of the Civil Code. For concluding the contract of sale, the buyer must be registered on the website in accordance with the Privacy Policy and must send a purchase order. When the seller accepts the purchase order, the contract is concluded.
2.2. Prices of the presented goods are valid for the purchase order made via the website only. The seller reserves the right to change the price.
2.3. The order must contain all the information required by the form, especially accurate identification of the ordered goods (possibly also a numerical designation of the goods), number of ordered pieces, chosen method of payment and the delivery, contact information of the buyer (for delivery and eventually for billing) and eventually requests for installation, adjustments and assembly. The buyer is obligated to prove that he is a business person by providing a valid registration number.
2.4. The seller is not obligated to accept a received purchase order. An unaccepted order is not binding on the seller. In case the seller will have doubts about the authenticity and seriousness of the order, the seller may contact the buyer for the purpose of its verification. Unverified order can be refused.
2.5. The contract of sale is concluded as of the moment of the delivery of the seller’s acceptance of the purchase order from the buyer. Should it be the case the buyer does not receive the acceptance, the contract is concluded as of the moment the seller sends an invoice to the buyer or as of payment of the purchase price (whichever occurs first).
2.6. The seller reserves the right to change technical parameters of the goods stated on the website.
2.7. In case the purchase order is cancelled by the buyer, the seller is entitled to claim the cancellation fee. The cancellation fee is calculated as 50 % of the price of the goods ordered.

3. DELIVERY CONDITIONS
3.1. The seller is obligated to deliver the goods to the buyer by the chosen delivery method, properly packed and with proper documents. Proper documents are in particular instruction manuals, certificates and other documents necessary for the use of the goods. The documents are provided in the Czech or English language unless the contracting parties agree on any other language.
3.2. The goods will be delivered to an address provided by the buyer. If the contracting parties agree, the buyer can take over the goods personally. The delivery costs are paid by the buyer. The delivery of the goods under the Terms means the moment when the goods are handed over to the carrier (in case of delivery to the address) or to the buyer (in case of personal collection of the goods). As of the moment of the delivery of the goods, liability for accidental destruction, damage or loss of the goods passes on the buyer.
3.3. The buyer is obligated to check the integrity of the packaging at the delivery. If the buyer finds any deficiencies, the buyer is obligated to inform the carrier immediately and to fill out a protocol. If the protocol is not filled out, the buyer shall have no rights arising from the damaged packaging.
3.4. The buyer is obligated to check the goods delivered immediately after the delivery (or installation, adjustment or montage) of the goods, in particular to check the number of pieces of the goods and the completeness of the goods. If the buyer finds any deficiencies, the buyer is obligated to inform the seller immediately or within 2 business days after the delivery (or installation, adjustment or montage) of the goods. The buyer is obligated to make documentation of any deficiencies and to send this documentation to the seller along with the notification of the deficiency.
3.5. If the buyer does not take over the goods the seller may still demand the payment of the purchase price.
3.6. If the contracting parties agree, the seller is obligated to provide installation, adjustment and montage of the ordered goods. The buyer is obligated to cooperate, to prepare the premises for installation and to take over the installation, adjustment and montage of the goods with minor defects unless the defects impede or limit the use of the goods either functionally or aesthetically. If the buyer does not choose the installation, adjustment or montage of the goods during the order process, the buyer declares he is able to install and adjust the goods on his own. In such case, the buyer takes responsibility for the installation and adjustment of the goods.
3.7. The buyer acknowledges that:
- the width of the passage is indicative and can be changed as required by the level of electromagnetic interference at the place of the installation;
- the detection of the antishoplifting system can be influenced by electromagnetic interference at the place of the installation, large metal objects, power cables, certain types of monitors, fluorescent lamps, power supplies, electric motors;
- tags of the antishoplifting system can be blocked by conductive objects; extent of the block depends on the quality of the conductive object, technology of the antishoplifting system and type of the tag used.
The buyer is obligated to follow the recommendation of the technician regarding the placement of the antishoplifting system.
3.8. Magnetic detachers of hard tags are delivered only as a part of the antishoplifting system. The buyer is obligated to attach the magnetic detachers to the stand in order to prevent their theft. The buyer is obligated to sign Declaration of use and placement of the magnetic detacher and to provide photo documentation of the placement of the magnetic detacher, if requested by the seller.

4. PAYMENT CONDITIONS
4.1. The buyer can pay for the purchase price (including delivery costs) mainly by the following manners:
- in cash when sending the goods on delivery;
- by non-cash payment prior the delivery via credit card using payment gateway Gopay;
- based on pro forma invoice via bank transfer to the seller’s bank account prior the delivery;
- based on invoice via bank transfer to the seller’s bank account after the delivery.
Any other payment methods which are agreed on by the contracting parties or stated on the website.
The seller reserves the right to refuse “after the delivery” payment methods. These methods are reserved for regular customers. The invoice and delivery note are enclosed with the goods unless the contracting parties agree otherwise.
4.2. The seller is subject to VAT. The VAT will or will not be charged with the price based on law in force, on taxation of the buyer and on the VIES register. The VAT will be charged to the buyer in the Czech Republic. The VAT will not be charged to the buyer in the European Union with valid VAT number (according to VIES register). The VAT will be charged to the buyer in the European Union without valid VAT number (according to VIES register). The VAT will not be charged to the buyer outside the European Union.
4.3. In case of a cash payment, the purchase price is due as of the takeover the goods. In case of a non-cash payment, the purchase price is due within fourteen (14) days from the acceptance of the order unless the contracting parties agree otherwise. The obligation of the buyer to pay the purchase price, when using a non-cash payment method, is fulfilled as of the moment the seller receives the respective payment at his bank account.
4.4. If the buyer is late with the payment according to the Terms the buyer can be charged an overdue payment interest 0.5 % of the outstanding amount for every day he is late with the payment. This provision does not affect the seller’s entitlement to damages.
4.5. If the buyer is late with the payment the seller is entitled to suspend any subsequent delivery of the goods until the payment of the outstanding amount.
4.6. Payment is possible in Czech crowns (CZK), Euro (EUR), Great Britain pounds (GBP), United States dollars (USD) or in Polish zloty (PLN).

5. WITHDRAWAL FROM THE CONTRACT
5.1. The seller is entitled to withdraw from the contract if the buyer is late with the payment or if the buyer breaches the contract (in particular if the buyer refuses to cooperate).
5.2. The buyer is entitled to withdraw from the contract in accordance with the law (in particular if the seller seriously breaches this contract).
5.3. The buyer is not entitled to withdraw from the contract if the goods were delivered without defects, properly and in a timely manner.
5.4. The withdrawal from the contract must be made in writing. The withdrawal from the contract is effective as of the moment the other contracting party is notified.
5.5. If a gift is provided together with the goods, such a donation contract is void as of moment of the withdrawal from the contract by any of the parties.
5.6. If any of the contracting parties withdraws from the contract, the seller is entitled to disassemble and take away the delivered goods. If the withdrawal from the contract is caused by the buyer, the seller is entitled to demand the payment of the costs related to the disassemble and takeaway of the delivered goods.
5.7. If any of the contracting parties withdraws from the contract, the seller will refund the purchase price (or part of the purchase price) already paid by the buyer within 30 days from the withdrawal from the contract to the bank account the buyer provided to the seller.

6. THE RIGHTS FROM DEFECTIVE PERFORMANCE
6.1. In exercising of the rights from defective performance the seller will proceed in accordance with the seller’s Warranty Claim Guidelines.
6.2. The buyer is obligated to ensure safe operation and compatibility of the goods with other devices. The seller does not guarantee the rights from defective performance when the buyer breaches this obligation.
6.3. The seller does not guarantee the rights from defective performance based on inappropriate installation, adjustment or montage. The seller does not guarantee the rights from defective performance based on thefts or armed robberies.
6.4. The seller is liable for defective performance up to the limit of the purchase price.

7. PROTECTION OF BUSINESS SECRETS AND TRADE POLICY OF THE SELLER
7.1. The buyer may be provided with information which is confidential. The buyer is obligated:
- to keep this information confidential;
- not to provide this information to any other person without the consent of the seller;
- to use this information only for the purpose of the contract;
- not to use this information in any way that could harm the seller.
7.2. The buyer is entitled to make copies of the documents provided by the seller only with the consent of the seller.

8. REGISTRATION ON THE WEBSITE
8.1. By the registration via the registration form situated on the website is created a user account. The purchaser is obliged to keep the access data to the user account in secret. The seller is not responsible for any misuse of the user account by a third party.
8.2. Information provided within the registration must be truthful and complete. The seller is authorised to delete an account, created with false or incomplete data, without any compensation. In case of change of your user details the seller recommends their change in the user account without undue delay.
8.3. Through the user account the purchaser can primarily make and track his purchase orders and manage the user account. Any other features of the user account are always stated on the website.
8.4. Note that the seller has the right to delete purchaser's user account without any compensation, if violation of good manners, valid legal regulation or these Terms occurs via your user account.

9. COPYRIGHT PROTECTION, LIABILITY AND USING THE WEBSITE
9.1. The content placed on the website (texts, photographs, images, logos etc.), including the software and these Terms, is protected by seller's copyright and may be protected by other rights of other persons. The purchaser is forbidden to modify, copy, reproduce, distribute or use it for any purpose without our consent or consent of a copyright holder. In particular, it is forbidden to make available any photos and texts placed on the website either paid or free of charge.
The names and designations of products, goods, services, firm and company names can be registered trademarks of their respective owners.
9.2. The seller is not liable for errors originating due to interference of third persons with the website or due to its use contrary to its purpose. While using the website the purchaser cannot use any mechanisms, software, scripts or other processes which could have a negative impact on its operation, i.e. mainly interfere with the function of the system or unreasonably burden the system.
If the purchaser commits any illegal or unethical act during the use of the website, the seller is entitled to restrict, suspend or terminate purchaser's access to the website without any compensation. In this case, the purchaser is obliged to pay compensation for the damage to the seller, which we clearly incurred due to your acts under this paragraph, in full amount.
Note that by clicking on certain links on the website the purchaser might exit the website and be redirected to websites of third parties.

10. FINAL PROVISIONS
10.1. Legal relationship of the contracting parties is governed by the Civil Code, in any matters not covered by the Terms or the contract. If the relationship contains international element, the parties agree Czech law will be applied (United Nations Convention on Contracts for the International Sale of Goods is excluded).
10.2. In accordance with Act no. 185/2001 Sb., on waste, as amended, the seller provides free take-back of the electrical and electronic equipment goods purchased by the buyer (hereinafter referred to as the “take-back”). Take-back of used products is possible at the contact address of the seller. The buyer shall contact the seller prior to handing over the used products.
10.3. Any dispute arising from this contract will be held before the courts of the Czech Republic. Territorial jurisdiction of the court shall be determined by the registered office of the seller.
10.4. If any provision of the Terms is invalid, ineffective or inapplicable (or will become as such), the provision, which by its sense is closest to the invalid, ineffective or inapplicable provision, will apply. By the invalidity, ineffectiveness or inapplicability of one provision shall not be affected the validity of the remaining provisions. The contract of sale (including the Terms) can be changed or amended in writing only.

The Terms are valid and effective as of 22nd July, 2019