(1) These General Terms and Conditions (hereinafter referred to as "GTC") of OPTIK INSTRUMENTS s.r.o., Company ID No. (IČO): 27757129, with its registered office at Purkyňova 649/127, Brno (hereinafter referred to as the "Seller"), are applicable to all deliveries of goods by the Seller to all natural and legal persons who do not qualify as consumers (hereinafter referred to as the "Buyer").
(2) By entering into a business relationship with the Seller after reviewing these General Terms and Conditions, the Buyer is deemed to have accepted these General Terms and Conditions unconditionally.
(3) Any agreements made between the Seller and the Buyer in connection with the performance and delivery of goods must be concluded exclusively in writing. The application of Section § 1740 (3) and Section § 1751 (2) of Act No. 89/2012 Coll., the Civil Code (hereinafter referred to as the "Civil Code"), which allow for a contract to be concluded even without complete agreement of the parties' declarations of intent, is expressly excluded.
(1) Offers made by the Seller are non-binding unless their binding nature is explicitly stated in the offer.
(2) Orders from the Buyer must be made in writing. Any oral orders, including those made by telephone, will only be considered valid if the Buyer promptly confirms them in writing.
(3) The Purchase Contract is concluded either through the Seller’s written acceptance of the Buyer's order or by the Seller fulfilling the Buyer's order.
(4) Unless otherwise agreed by both parties, the delivery date for the goods will be determined by the Seller, who shall inform the Buyer of the delivery date in the written acceptance of the order. The Seller reserves the right to alter the delivery date, particularly due to lack of production capacity or other unforeseen events. If such changes occur, the Seller commits to promptly notify the Buyer of the new delivery date after identifying the obstacle to fulfilling the originally communicated delivery date.
(5) The Seller bears no liability for failure to meet delivery deadlines, especially in the following circumstances:
(6) The purchase price is understood to be the price excluding statutory value-added tax. The price also includes standard packaging of the goods.
(7) All models, plans, projects, calculations, documents, and tools created by the Seller, or modified and accepted by the Seller, remain the property of the Seller. These materials must not be disclosed, reproduced, or used without prior written consent from the Seller.
(1) Unless another due date is specified in the order confirmation, the Seller’s claims, especially the purchase price, are due within 30 days of the delivery of the tax document (invoice) by bank transfer to the Seller’s account. The Seller is authorized to issue the tax document within 3 working days following the delivery of the goods.
(2) If the Buyer is late in paying the purchase price or any part of it, the Seller is entitled to charge default interest at a rate of 0.1% per day on the outstanding amount. The Seller also has the right to withdraw from the contract.
(3) If the Buyer's payment difficulties threaten the timely or proper fulfillment of the Seller's claims, especially in cases of payment default, the Seller may stop all further deliveries of goods and may also withdraw from the contract.
(1) The Seller must package the delivered goods in a manner customary for business transactions. In cases of doubt regarding the proper packaging, the method of packaging will be determined by the Seller.
(2) Unless otherwise expressly agreed, the place of performance for goods deliveries is the Buyer's registered office. The Seller fulfills the delivery obligation by handing over the goods at the Buyer's registered office and, if included in the performance, by installing the goods. If the Buyer does not enable installation within 10 working days from delivery or from the Seller's written request for installation, the goods are considered duly delivered even without installation.
(3) Unless otherwise stated in the offer or contract, transportation conditions are governed by the valid provisions of INCOTERMS 2010.
(4) For new spectrometric system orders, the CIP terms apply. For other materials and accessories, the EXW terms apply.
(1) The Seller warrants the quality of goods delivered under this contract. Unless the order confirmation specifies otherwise, the warranty period for the entire subject of performance is 12 months from the date of handover and acceptance. The warranty does not cover:
(2) The Buyer must inspect the goods immediately after the transfer of risk of damage. Any discrepancies or obvious defects discernible from documentation or the goods’ marking must be recorded together with the driver in the transport documents at handover, and the non-conformity must be reported in writing to the Seller within 3 working days of inspection. Hidden defects must be reported without delay, but no later than 7 days after detection and within 6 months of delivery. All defect reports must be made in writing, specifying the type and scope of the defect.
(3) For justified claims due to defective performance, the Seller will propose an appropriate solution to remedy the defect without undue delay, depending on spare parts availability.
(4) The Buyer cannot claim defects that arise from improper handling, failure to follow documentation or instructions, or improper storage after the transfer of risk.
(5) Filing a complaint does not entitle the Buyer to withhold payment for the invoiced delivery. Withholding payment will be considered a breach of obligations by the Buyer as described in § 3.
(6) The Seller undertakes to provide post-warranty service and supply of spare parts for the goods for at least 10 years from delivery.
(1) The Seller is liable for damages incurred by the Buyer as a result of or related to deliveries only in cases of intentional breach or gross negligence by the Seller, and only up to the amount of the delivered goods’ price, provided there are no circumstances that exclude the Seller’s liability. The Seller is not liable if the damage arises from force majeure, including strikes, lockouts, blockades, fires, floods, transport failures, energy or raw material supply failures, extraordinary circumstances, or operational disruptions beyond the Seller’s responsibility.
(1) The Seller declares that the delivered goods meet all legal requirements for sale in the Czech Republic and Slovak Republic. If the Buyer exports goods outside these territories, the Buyer does so at their own risk and must verify, at their own expense, all regulations and requirements necessary for placing the goods on the target market. The Seller is not responsible for the Buyer's placement of goods on a foreign market.
(2) The Buyer may only use the goods for non-military, peaceful purposes. The Buyer must not export, re-export, transfer, or provide goods in violation of export laws or any end-user certificate, including export to embargoed or sanctioned countries, to prohibited persons as listed by the USA, UN, EU, or OSCE, or for prohibited end-uses such as research or development of chemical, biological, or nuclear weapons, unmanned aerial vehicles or missiles, or nuclear explosive or nuclear fuel cycle related activities. The Buyer must inform the Seller before providing technical data subject to export controls. The Seller is not liable for any loss or expense if the Buyer fails to comply with export regulations.
(1) All deliveries under these General Terms and Conditions are governed by the law of the Czech Republic. The parties agree that their legal relations are subject to Act No. 89/2012 Coll., the Civil Code.
(2) The local jurisdiction for all disputes arising from or related to deliveries under these General Terms and Conditions is determined by the Seller’s registered office. However, the Seller may also pursue claims before the Buyer’s general court.
(3) The Buyer may not assign rights and obligations from the contracts except in written form with the Seller’s prior consent. This includes assignment of claims against the Seller. The Buyer also agrees not to establish liens or similar rights over these claims in favor of third parties; violation renders such acts invalid. Assignment of any contract as a whole by the Buyer is only possible in writing and with the Seller’s prior written consent.
(4) These General Terms and Conditions are an integral part of the purchase contract concluded between the Seller and the Buyer and are available on the Seller's website at www.optikinstruments.cz.
(5) Any change of circumstances or impossibility of performance by either party is not grounds for termination of the contract.
These terms and conditions are valid from October 1, 2025.
