1. General provisions

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1.1.  The General Terms and Conditions (T&C) outlined by SYPHER s.r.o. shall govern all purchase agreements between the company and its clientele. Any deviations from these terms on the part of the customer shall be considered binding only if expressly validated by SYPHER s.r.o. in written form.

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1.2.  The formalization of a purchase agreement is contingent upon the written confirmation of the order or upon the physical delivery of the requested goods, barring explicit mutual agreement to the contrary.

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1.3. Orders placed by the customer to SYPHER s.r.o.., shall be deemed as unconditional acceptance of these Terms.

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1.4. “Products” means any product or good or any parts or components or services sold to the customer by SYPHER s.r.o..

 

 

 

2. Modification of terms and conditions

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2.1.  SYPHER s.r.o. retains the prerogative to revise and modify its T&C for forthcoming transactions at its discretion. The prevailing version of the T&C shall be applicable to all contractual engagements.

 

 

 

3. Products

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Any statements, technical specifications and guidelines regarding Products sold by SYPHER s.r.o. are based on quality assurance tests deemed as reliable. The Parties hereby agree that all Products are sold under the conditions that the customer shall be exclusively responsible for determining that the products are suitable for aims indicated by the customer before the use of such Products.

Parties acknowledge that the customer is fully aware of the above and has no objections in regard to the subject of the above item. Health and safety responsibilities of the customer are determined exclusively in Section 10.

 

 

 

4. Prices

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4.1. Services provided by SYPHER s.r.o. are subject to the prevailing price list at the time of order placement. Any applicable statutory value-added tax shall be clearly delineated and calculated separately.

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4.2. The prices do not include VAT or other taxes, fees or duties unless expressly agreed in writing otherwise. The customer shall bear costs of the above mentioned.

 

 

 

5. Terms of Payments

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5.1.  Invoicing occurs subsequent to order placement. For customers with established business relationships, payment is due within thirty (30) days of invoice receipt unless otherwise agreed. For initial purchases, customers are required to settle a proforma invoice in advance upon agreement with SYPHER s.r.o.. Any entitlement to cash discounts is contingent upon the absence of outstanding invoice amounts on the customer's account. Cash discounts apply solely to the value of goods, exclusive of freight or shipping costs. 

 

5.2. Should the payment term not be kept and in the event of customer delinquency, SYPHER s.r.o. reserves the right to levy default interest at a rate of 2.8% of the due amount per every started day of the Buyer's delay in payment, but not less than CZK 5,900. Additionally, SYPHER s.r.o. retains the right to pursue further damages.

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5.3. Customers may only offset counterclaims if said counterclaims are legally validated and undisputed.

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5.4. Payments are accepted only in CZK, USD, and EURO currencies.

 

 

 

6. Terms of Delivery

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6.1. Delivery is executed under the Ex works principle and is directed to the predetermined location as agreed upon. Any incurred expenses resulting from alterations to delivery instructions shall be the responsibility of the customer. Unless explicitly stipulated otherwise, deliveries shall be construed as Ex works.

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6.2. Any shipping/delivery fees, customs, duty fees which occur from the placed order must be paid and covered by the customer unless otherwise agreed in official written confirmation.

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6.3. The transport shall only be insured if it is ordered by the customer in writing, at the customer's expense.

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6.4. The provided delivery dates represent estimated shipment timelines and do not constitute a binding obligation of SYPHER s.r.o. towards the customer. The shipping period starts when the goods leave the warehouse, manufacturing facilities, or testing laboratories, regardless of location. SYPHER s.r.o. retains the right to secure timely and accurate self-supply.

 

6.5. If SYPHER s.r.o. is unable to make timely deliveries due to force majeure, administrative orders, strikes, or lockouts beyond their control, both SYPHER s.r.o.., and the customer can extend the delivery period by the length of the disruption, up to a maximum of eight weeks, without being liable for damages. After this period, either party has the option to terminate the agreement.

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6.6. SYPHER s.r.o. is entitled to execute partial deliveries, except in cases where such actions would be deemed unreasonably burdensome for the customer.

 

 

 

7. Terms of Warranty

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7.1.  Warranty coverage excludes improper handling, utilization, or continued use of damaged goods. Third-party repairs or modifications, or disregard for usage instructions, void warranty.

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7.2. Any claims on visible product defects that the customer may raise, will be ineffective after the period indicated in point 7.5.

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7.3. DIN standards references do not imply agreed-upon quality unless explicitly stated.

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7.4. Customers must ensure goods are suitable for intended use, including compatibility with other components.
 

7.5. Customers must inspect goods for obvious defects upon delivery and report them within twelve (12) business days. Failure to do so deems goods defect-free and accepted.

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7.6. In case of defects, SYPHER s.r.o. may opt for repair or defect-free replacement. Persistent issues entitle customers to price reductions or contract termination. Replaced parts become SYPHER s.r.o.'s property. Damage claims are determined exclusively in Section 11.

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7.7. Customers must report to SYPHER s.r.o., apparent or latent defects promptly within the statutory warranty period, providing proof. Failure voids warranty.

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7.8. Payment retention due to defects should be reasonable & proportional to the purchase price. Minor and insignificant defects are not subject to price reductions. Acceptance of reduced-price forfeits further warranty claims. Disassembly or reassembly costs are not covered.

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7.9. Warranty excludes minor, technically inevitable deviations in quality, color, width, weight, or product changes during technical updates.

7.10. Limitation period is determined exclusively in Section 11.

 

 

 

8. Retention terms

 

8.1. Until settlement of all claims arising from the business relationship, regardless of their legal basis, delivered goods remain the exclusive property of SYPHER s.r.o.. Customers are permitted to sell goods within their regular business operations. By selling the goods, customers pre-emptively assign any resultant claims to SYPHER s.r.o.. In the event of payment default, SYPHER s.r.o. reserves the right to prohibit the resale of goods under retention of title. This resale right is void if the customer becomes insolvent or subject to bankruptcy proceedings.  (Means: If customer opens a claim for any delivered order, the delivered goods will remain property of our company till claim is resolved, If customer fails to pay after delivery, SYPHER s.r.o. has right to prohibit resale of the goods. Right to resale of parts are also prohibited if customer goes bankrupt & insolvent)

 

8.2. If customers process retained goods into new items & has payment defaults or insolvency, SYPHER s.r.o. incurs no obligations. The new item becomes the property of SYPHER s.r.o.. If processing involves goods not owned by SYPHER s.r.o., joint ownership is acquired proportional to the value of the retained goods. Similar principles apply to the joint ownership of mixed or combined goods. Customers must store goods owned or jointly owned by SYPHER s.r.o. free of charge.

 

8.3. If customers default on contractual obligations, especially regarding payment, SYPHER s.r.o. may terminate the agreement after issuing a suitable payment deadline and demand the return of retained goods, alongside seeking damages. 

 

8.4. Customers are prohibited from disposing of goods under retention of title or assigned claims without prior approval from SYPHER s.r.o.. Customers must promptly inform SYPHER s.r.o. of any third-party seizures or impairments to SYPHER s.r.o.'s rights, providing necessary documentation and informing relevant parties accordingly.

 

8.5. If the value of securities exceeds SYPHER s.r.o.'s claims by more than 17%, SYPHER s.r.o. may, at its discretion, release surplus security upon request. The valuation is based on potential profits from liquidating the collateral, minus incurred costs. If the value cannot be determined, the net purchase price minus 17% applies, decreasing by 17% annually. Value-added tax is excluded from valuation.

 

8.6. Customers must insure retained goods against fire, water, and other risks at their expense. Customers must provide evidence of insurance and premium payments upon request. Customers shall assign all claims or reimbursed by the insurance company resulting from damage, destruction, or loss of goods to SYPHER s.r.o..

 

 

 

9. Terms of Liability

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9.1. Except for claims arising from intentional acts, gross negligence, injury to life, limb, or health, and breaches of primary contractual obligations (known as cardinal obligations), SYPHER s.r.o. disclaims liability for damages. In cases of slight negligence, SYPHER s.r.o.'s liability is limited to foreseeable damages typical for the contract.

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9.2. In any case SYPHER s.r.o.'s shall not be held liable towards the customer for any losses, damages or injury, whether direct or indirect, including loss of profit, company value, reputation, transfer of business, agreement, losses or expenses resulting from claims of third parties.

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9.3. These liability limitations apply to all claims for damages, regardless of their legal basis.

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9.4. Manufacturer liability under the Czech Consumer Protection Act remains unaffected by the previously mentioned regulations.

 

 

 

10. Customer’s health and safety responsibility

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10.1. Customer Responsibility: The customer is solely responsible for ensuring that all parts, products, and materials purchased from SYPHER s.r.o. are suitable for their intended use and comply with all relevant health and safety regulations and standards. The customer must conduct all necessary testing and validation to ensure the safety and appropriateness of the products for their specific applications.

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10.2. No Liability for Health Injuries: SYPHER s.r.o. shall not be liable for any injuries, health issues, or damages arising from the use or misuse of its products. This includes, but is not limited to, injuries resulting from the installation, operation, handling, or application of the products.

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10.3 Indemnification: The customer agrees to indemnify, defend, and hold harmless SYPHER s.r.o. from any and all claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from or related to any health injuries or safety issues associated with the use of SYPHER s.r.o.'s products.

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10.4 Compliance with Regulations: The customer is responsible for ensuring that all products purchased from SYPHER s.r.o. are used in compliance with all applicable laws, regulations, and industry standards.

 

 

 

11. Statute of Limitation

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11.1. Claims for damages due to wilful harm to life, limb, or health, intentional acts, gross negligence, defects deliberately concealed, or goods with a warranty are subject to statutory limitation periods. The same applies to defects in buildings or items used for construction purposes.

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11.2. All other customer claims expire within one year from the delivery date.

 

 

 

12. Cancelling Agreement

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12.1. Orders may only be cancelled if SYPHER s.r.o. fails to meet contractual obligations. Cancellation must be submitted in writing, accompanied by justifications. The cancellation period starts upon customer receipt of goods and provision of clear revocation instructions.

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12.2. Minor delays of up to one week are acceptable and do not warrant order cancellation. Customers are responsible for return shipping costs unless otherwise agreed with SYPHER s.r.o..

 

 

 

13. Data Handling

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13.1. SYPHER s.r.o. reserves the right to collect, process, and utilize customer data within the scope defined by the purpose of the purchase contract. Compliance with relevant data protection provisions, such as the General Data Protection Regulation (EU GDPR), is ensured.

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13.2. Personal customer information will not be shared with any third parties, except for service partners requiring access to facilitate order fulfilment. However, access will be limited to the necessary minimum of transferred data.

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13.3. Customer consent is implied by the submission of data through relevant purchase orders and signed quotation offers. Customers retain the right to revoke consent at any time by contacting SYPHER s.r.o., with effect for future processing.

 

 

 

14. Jurisdiction

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14.1. In cases where the customer qualifies as a business entity under the Czech Commercial Code, Prague, Czech Republic, shall serve as both the place of performance and jurisdiction for all disputes arising from the contractual relationship between the parties.

 

 

 

15. Law

15.1. All matters governed by this agreement shall be subject to the laws of the Czech Republic.