Terms and Conditions

Article I. – Introductory Provisions

1. atlantis telecom spol. s r.o., with registered office at Praha 10, Štěrboholská 1427/55, ZIP 102 00, ID No. 604 66 189 is a commercial law company duly incorporated and existing under Czech law, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 26780, operating primarily in the distribution of information and telecommunications technologies, software development, and the provision of ICT services (hereinafter atlantis telecom).

2. These General Terms and Conditions govern and specify the rights and obligations arising from the contractual relationship established between atlantis telecom as the seller on one side and a third party (hereinafter "Customer") as the buyer on the other side. This relationship arises

   1. by the Customer making a direct purchase of Goods at the atlantis telecom premises;

   2. by acceptance of the Customer's Order by atlantis telecom;

   3. by conclusion of a framework purchase agreement between the Customer and atlantis telecom;

   4. by conclusion of a business cooperation agreement between the Customer and atlantis telecom.

3. These General Terms and Conditions become effective for the given contractual relationship between the Customer and atlantis telecom at the moment when any of the circumstances listed in the preceding paragraph occurs.

Article II. – Definitions

The following terms shall be interpreted as follows when interpreting these terms:

atlantis telecom spol. s r.o., registered office 102 00 Praha 10, Štěrboholská 1427/55, ID No. 604 66 189, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 26780;
Bank details: ČSOB a.s., Praha 1, account number: 671867203/0300
Contact address for written correspondence: company registered office 102 00 Praha 10, Štěrboholská 1427/55

a person (legal or natural) who has entered into a contractual relationship with atlantis telecom, the subject of which is the sale of Goods;

primarily enterprise communication systems, telephone terminals and accessories, telephone headsets, videoconferencing equipment, WiFi infrastructure, mobile devices, passive and active data infrastructure and software, which atlantis telecom trades in the Czech Republic market;

a legal act made by the Customer towards atlantis telecom regarding the purchase of Goods;

a written legal act made by atlantis telecom towards the Customer, by which atlantis telecom bindingly confirms acceptance of all or part of the Order;

a document issued by atlantis telecom containing the prices of Goods.

Article III. – Order and its Acceptance

1. The Customer orders the delivery of Goods through an Order containing the necessary elements for concluding a contract, including specification of goods (name of the Goods or its reference number, required quantity), required delivery date and place, mode of transport, and customer identification (company name, registered office address, contact person including telephone and email, ID No., VAT No. and bank details). Orders are typically placed in written form; written form also includes Orders delivered to atlantis telecom by fax, email, or submitted through the electronic ordering system on the atlantis telecom website. The Customer may also place an Order by telephone.

2. An Order is considered accepted by atlantis telecom at the moment when atlantis telecom confirms it in writing and sends the Order Confirmation back to the Customer. atlantis telecom shall notify the Customer of acceptance of the Order without unnecessary delay, generally no later than the following business day after receiving it.

3. atlantis telecom is entitled to refuse the acceptance of an Order in the event that:

   1. the Order does not contain the necessary details for concluding a contract (especially those specified in paragraph 1 of this Article); or

   2. the Order contains delivery conditions for the Goods that go beyond the limits of these terms; or

   3. the Order specifies an unrealistic delivery date for the Goods to the Customer; or

   4. the Customer has an outstanding unsettled receivable recorded in its accounts; or

   5. acceptance of the Order would be contrary to the principles and standards of atlantis telecom's business policy.

4. atlantis telecom shall notify the Customer of the refusal to accept the Order; in such a case, both parties may discuss the disputed Order conditions and agree on new delivery conditions for the Goods.

5. The Customer is entitled to cancel an accepted Order (so-called "cancellation") by written notice delivered to atlantis telecom no later than 15 days before the agreed delivery date of the Goods. In such a case, atlantis telecom is entitled to a cancellation fee of up to 15 % of the price of the Goods whose purchase was cancelled by the Customer, as well as reimbursement of costs demonstrably incurred in connection with the fulfilment of the Order cancelled by the Customer.

6. The cancellation fee, as well as reimbursement of incurred costs, are payable based on a tax document issued by atlantis telecom. The exercise of the cancellation fee does not affect atlantis telecom's claim for damages.

Article IV. – Place and Date of Delivery of Goods

1. The place of delivery of the Goods is agreed to be the atlantis telecom premises specified in the Order. The Goods are considered delivered to the Customer at the moment of:

   1. physical receipt of the Goods by the Customer at the place of delivery;

   2. handover of the Goods to the first carrier for the purpose of transporting the Goods to the buyer, if the Customer requests the Goods to be sent to their premises.

2. Upon delivery of the Goods in accordance with the preceding paragraph, the risk of loss, destruction, or damage to the Goods passes to the Customer. Costs associated with the transport of Goods are borne by the Customer.

3. The person named in the Order or another person authorised by the Customer is entitled to take delivery of the Goods at the atlantis telecom premises. The Customer is obliged to inform atlantis telecom before the expected delivery date of who is the Customer's designated authorised person to receive the Goods. atlantis telecom will not hand over the Goods to a person whose authorisation to receive the Goods has been revoked by the Customer and communicated to atlantis telecom.

4. If the agreed place of delivery differs from the atlantis telecom premises and delivery of the Goods by atlantis telecom is agreed, the risk of loss, destruction, or damage to the Goods passes to the Customer at the moment the Goods are delivered to them, i.e. at the moment of receipt at the agreed delivery location. The Customer is obliged to provide atlantis telecom with appropriate cooperation in the delivery of the Goods, i.e. in particular to properly and timely receive the Goods at the agreed delivery location. The Customer shall bear the costs of returning the Goods to the place of dispatch by atlantis telecom if the Customer fails to properly and timely receive the Goods.

5. The Goods will be delivered to the Customer within the deadline set by the accepted Order.

6. In the event that the Customer is in delay in receiving the Goods, or if it is not possible to deliver the Goods for reasons attributable to the Customer, atlantis telecom is entitled to a flat-rate storage fee calculated at 0.05 % of the purchase price of the Goods not properly and timely received by the Customer, for each commenced day of storage. If the Customer does not collect such stored Goods within 14 days from the originally agreed delivery date, upon the expiry of this period atlantis telecom's obligation to deliver the Goods shall cease, and the mutual claims of the parties shall be settled without undue delay.

Article V. – Price

1. The purchase price of the Goods is determined by the currently valid Price List of atlantis telecom; for the purposes of interpreting these terms, the currently valid Price List means the Price List valid at the time of receipt of the Customer's Order by atlantis telecom. atlantis telecom is entitled to change the Price List at its own discretion by a unilateral decision. atlantis telecom will provide the Customer with the current Price List upon request.

2. The purchase prices of Goods contained in the Price List are stated exclusive of value added tax when collected at the atlantis telecom premises.

Article VI. – Payment Terms

1. The purchase price of the Goods is generally payable in a single lump sum in full before delivery of the Goods to the Customer. The Customer is obliged to pay the purchase price by bank transfer to the atlantis telecom account, based on a proforma invoice issued by atlantis telecom. The due date of the purchase price is set so as to precede the date of delivery of the Goods. atlantis telecom is not obliged to deliver the Goods to the Customer until proper cashless payment of the purchase price has been demonstrated. After payment of the purchase price, atlantis telecom will issue the Customer a proper tax document.

2. In justified cases, based on a decision of atlantis telecom, the purchase price of the Goods may also be payable based on a tax document issued by atlantis telecom after delivery of the Goods to the Customer.

3. In the event of the Customer's delay in paying the purchase price, a default interest rate of 0.05 % per day of the outstanding amount is agreed. Upon expiry of the due date of the proforma invoice, the order is considered cancelled by the customer.

4. If the purchase price is not paid within 60 days from the due date, the default interest rate increases to 0.075 % for each day of delay.

Article VII. – Retention of Title

1. The title to the Goods passes to the Customer at the moment of full payment of the purchase price of the Goods. An exception to this rule is when the purchase price is fully and completely paid at the moment of delivery of the Goods. In such a case, the title to the Goods passes to the Customer at the moment of delivery of the Goods in accordance with Art. IV. of these terms.

2. Under the established retention of title, atlantis telecom is entitled, in the event of the Customer's delay in paying the purchase price in amount or time, to request the return of the delivered Goods to the atlantis telecom premises at the Customer's expense. If the Customer has paid part of the purchase price, this will be returned after receipt of the Goods by atlantis telecom after deducting costs incurred for transport, fines, or other penalties and damage to the Goods. atlantis telecom is not obliged to accept damaged Goods or Goods that have already been handled by the Customer. In such a case, the title to the Goods passes to the Customer at the moment atlantis telecom refuses to accept such Goods, and the Customer is obliged to pay the purchase price including accessories or contractual penalties.

3. atlantis telecom is also entitled at its own discretion to waive the retention of title by a unilateral written statement delivered to the Customer, regardless of the amount of the purchase price possibly paid by the Customer. The title to the Goods in such a case passes to the Customer at the moment of delivery of the written statement of atlantis telecom in accordance with this paragraph.

Article VIII. – Warranty

1. atlantis telecom provides a quality warranty on the delivered Goods, with the standard warranty period for Goods other than batteries and power cells being 12 months, and for batteries and power cells being 6 months. Any extension of the warranty period for the Goods will be specified in a partial contract concluded between atlantis telecom and the Customer or in a warranty certificate that atlantis telecom will hand over to the Customer. The warranty period always begins from the date of delivery of the Goods to the Customer.

2. In the event of a defect in the Goods, the Customer is obliged to report this in writing to atlantis telecom within the warranty period. In the written claim, the Customer must specify the claimed defect in the Goods; as part of the claim, the Customer is also required to physically hand over the claimed Goods to atlantis telecom together with a copy of the documentation proving the delivery of the Goods by atlantis telecom. The costs associated with filing the claim and handing over the claimed Goods are borne by the Customer.

3. atlantis telecom shall, without undue delay, generally within 10 working days from the date of receipt of the written claim, assess the defects in the Goods claimed by the Customer. If it finds the claim of Goods defects to be justified, atlantis telecom shall, at its discretion:

   1. repair the defective Goods for the Customer in the scope of the claimed defect;

   2. provide the Customer with new defect-free Goods, in the scope of the Customer's justified claim;

   3. provide the Customer with a reasonable discount on the purchase price, if it is not commercially reasonable to proceed in accordance with the preceding paragraph.

4. Defective goods will be repaired or replacement Goods or a discount on the purchase price will be provided within a period not exceeding 60 days from the date of receipt of the written claim that was found to be justified in accordance with the preceding paragraph.

5. The warranty provided does not cover:

   1. normal wear and tear;

   2. defects in the Goods consisting of minor deviations in colour, format, or quality that do not exclude the use of the Goods for normal purposes;

   3. defects in the Goods that were the reason for providing a discount on the purchase price of the Goods;

   4. defects in the Goods caused by unprofessional handling, unprofessional storage, unprofessional use, mechanical or chemical damage, regardless of whether these defects arose as a result of the actions of the Customer or a third party;

   5. defects in the Goods arising as a result of force majeure.

6. The Customer is obliged to claim quantity defects or assortment composition of the Goods at the time of delivery of the Goods or without undue delay after delivery.

7. Beyond the warranties mentioned above, atlantis telecom provides no other written, oral, or any other warranties relating to the Goods. atlantis telecom in particular does not provide warranties relating to the merchantability of the Goods or the suitability of the Goods for special purposes.

Article IX. – Liability for Damages

1. atlantis telecom is obliged to prevent damages to the maximum extent possible and to take all sufficient measures to prevent damages on the Customer's part. atlantis telecom is liable for damages incurred by the Customer as a result of culpable breach of obligations set for atlantis telecom by these terms or generally binding legal regulations.

2. atlantis telecom is not liable to the Customer for damages arising from incorrect data provided by the Customer, damages arising from unprofessional handling or use of the Goods for a purpose other than intended or contrary to the user manual, unauthorised intervention, or mechanical damage to the Goods by the Customer or a third party.

3. The liability of atlantis telecom is limited to a maximum total amount of compensation for damages from one damage event or a series of interconnected damage events not exceeding the purchase price of the Goods in connection with which the damages were caused or arose.

Article X. – Commercial References

atlantis telecom is entitled to include the Customer's company name in its promotional materials, including press releases and customer business references, as a purchaser of Goods distributed by atlantis telecom in the Czech Republic market.

Article XI. – Contract Validity, Withdrawal from Contract

1. Each relevant purchase contract between atlantis telecom and the Customer is concluded at the moment when any of the circumstances listed in Art. I, para. 2 of these terms occurs. From a purchase contract thus concluded:

   1. the Customer is entitled to withdraw in the event that atlantis telecom is more than 30 days in delay with the delivery of the Goods for reasons attributable to atlantis telecom;

   2. atlantis telecom is entitled to withdraw in the event that the Customer is more than 30 days in delay with the payment of the purchase price, and also in the event that delivery of the Goods cannot be realised for reasons attributable to the Customer.

2. Withdrawal from the relevant purchase contract is possible when the reasons specified in this Article are met, by written notice of withdrawal delivered to the other party. In the event of withdrawal from the relevant purchase contract, the parties are obliged to return without undue delay everything they provided under the relevant purchase contract; withdrawal from the contract does not affect atlantis telecom's claim for payment of financial claims arising up to the date of withdrawal from the contract.

Article XII. – Force Majeure

1. If either party is unable to fulfil its obligations, with the exception of payment obligations, under the purchase contract, or is in delay due to circumstances that it could not influence or foresee at the time of concluding the purchase contract (force majeure circumstances), then that party will not be considered to be in default or to have otherwise violated the provisions of the purchase contract and will not be obliged to fulfil its obligations for the duration of the force majeure.

2. In the event that the force majeure continues for more than 30 days, the other party is entitled to terminate the relevant purchase contract by written notice with a 30-day notice period, which starts the day following delivery of the written notice to the other contracting party. Regarding mutual settlement, the provisions of Art. XI, para. 2 of these terms apply by analogy.

Article XIII. – Governing Law and Jurisdiction

The contractual relationship established in accordance with these terms and all matters arising from it are governed by the laws of the Czech Republic, in particular the provisions of § 2079 et seq. of the Civil Code. All legal proceedings or legal disputes in connection with the subject contractual relationship shall be initiated and conducted before the competent court, with the court of general jurisdiction of atlantis telecom being designated as the locally competent court.

Article XIV. – Communication

1. Written communication between the parties will be carried out via email, registered mail, or fax, sent to the last notified address for delivery, or to the address of their registered office. Messages sent by registered mail are considered delivered upon the expiry of three days from the date of posting. Messages sent by fax and email are considered delivered at the moment of receipt of the fax (email) message confirming successful transmission. This agreement does not exclude the right of either party to request that documents sent by fax or email be presented in original paper form.

2. The Customer is obliged to immediately notify atlantis telecom of any change in its identification data, insolvency status, filing of an insolvency petition, entering liquidation, a settlement proposal, and any other circumstance affecting its ability to pay its obligations.

Article XV. – Final Provisions

1. These terms become valid and effective on 1 January 2016, with the proviso that they are the governing document for all purchase contracts concluded between the Customer and atlantis telecom within the meaning of Article I, para. 2 of these terms.

2. atlantis telecom is entitled to change the content of these terms at its own discretion by a unilateral decision. For the relevant purchase contract, the version of these terms currently valid on the date of receipt of the Customer's Order by atlantis telecom shall be considered binding. atlantis telecom will provide the Customer with the current version of these terms upon request. The current version of these terms is available at www.atlantis.cz.

Prague, 5 January 2019

atlantis telecom spol. s r.o.