General Terms of Business (Terms)

The parties agree that a request for, and submission of, quotation does not give the Supplier a right to claim reimbursement of costs from the Customer, yet it gives the Customer a right to order the Goods for the price stated in the quotation.

The Individual Contracts will be executed upon orders, which orders will be either by EDI, emailed by the Customer to the Supplier or placed in the Supplier's B2B Order Management system to which the Supplier will set up and provide to the Customer the necessary number of access codes. The Individual Contracts are deemed to have been executed if the order is not rejected by the Supplier by noon of the following business day. The order date is deemed to be the date specified in the message sent by the Customer.

The Supplier represents and warrants to the Customer as follows:

The Supplier agrees to deliver the Goods as detailed in the supplier guidelines (“Guidelines”), which Guidelines are available at: https://www.alza.cz/EN/instructions-for-suppliers-and-carriers-for-receiving-new-goods. The terms of delivery are specified in the present Terms. The Guidelines lay out the technical requirements for the delivery and serve as guidance in matters not covered hereby. The Customer may make changes to the Guidelines from time to time, which changes are communicated by the Customer to the Supplier at the latest 5 business days before the effective date of the updated Guidelines.

Each delivery must include at least a despatch note stating the type and quantity of the Goods delivered. The despatch note must include the respective order reference, specification of the Goods, batch number and/or best before/use-by date.

The Goods must comply with applicable standards and regulations of the country of final destination (including the language requirements for user instructions). The Supplier is held liable for any damage caused by the Goods not complying with the applicable standards and regulations of the country of final destination.

Definitions and Interpretation

The terms and definitions below are the core terms governing the delivery of the Goods, with the individual processes being outlined and explained in the Guidelines.

Goods are the items ordered under the Individual Contracts (for instance, 100 pieces of iPhone 13 512 GB Midnight).

Sets/bundles are any Goods which consist of 2 or more different articles classified as a single trade item (for instance, a notebook + mouse).

Logistic units are the Goods packaged together for transport and storage. They take many forms (for instance, parcels or pallets being delivered by the Supplier to the Customer and stocked). The Supplier agrees not to exceed the size and weight limits for deliveries/individual logistic units set in the Guidelines. Each individual logistic unit must state clearly the respective order reference (OB…) and be SSCC labelled:

Packaging protects the Goods against dust or damage during handling. The Supplier must ensure that the Goods are adequately protected against damage during handling, that is, ensure that the Goods are suitably packed.

Loading (unloading) instructions are the Customer's instructions to be followed by the Supplier for the Goods to be properly delivered and accepted by the Customer, that is, for the Goods to be unloaded (stocked) at the delivery location. Suppliers materially breaching the instructions are liable to penalties specified below

Material Breach of Instructions

Where the Supplier materially breaches the loading (unloading) instructions laid out in the Guidelines (for instance, delivers the Goods packed other than as specified in the Guidelines or makes a delivery without an accompanying invoice) and the Goods therefore cannot be unloaded and/or stocked at the delivery location during the time slot booked in the system (https://gatebooking.alza.cz/), the Customer has the right to refuse the delivery and return the Goods to the Supplier (that is, cancel the respective Individual Contract) and get a refund for the purchase price from the Supplier, at the same time the Customer has the right to charge the fee for breach of the Guidelines (for the avoidance of doubt, the right to cancel the respective Individual Contract and the right to payment of the fee for breach of the Guidelines are independent of each other and the Customer may exercise only one of them or both). The costs associated with returning the Goods are borne by the Supplier.

Where the material breach referred to in Clause 4.10 hereof relates to a substantial part of the delivery, the Customer has the right to return the entire delivery of the Goods to the Supplier.

Within 5 days following a notice in writing from the Customer, the Supplier must collect the returned Goods from all the delivery locations indicated in the Customer's notice; or from all the delivery locations to which the Goods have been delivered. Within 10 days thereafter, the Supplier must issue to the Customer a credit memo for the price of the Goods returned by the Customer; and immediately thereafter, however, no later than within 5 days following the collection of the Goods, inspect the returned Goods and report to the Customer any damage to the Goods returned. Where this time limit expires to no effect, the Supplier loses its right to compensation.

Return Orders

The parties agree that the Customer has the right to return to the Supplier and get a refund for the purchase price paid (that is, cancel the respective Individual Contracts) for any Goods not sold within 3 months after being delivered by the Supplier to the Customer. The process of returning the Goods referred to in Clause 4.12 hereof applies mutatis mutandis.

Price Drop

Where the list price for any Goods drops within 4 months after the Goods are delivered by the Supplier to the Customer, the Supplier must give the Customer a discount on the Goods, which discount will be equal to the balance between the list price and the dropped price for the Goods in stock. The discount will be provided in the form of a credit memo issued by the Supplier or in the form of a refund received by the Customer from the Supplier, within 3 business days after the respective list price drops. The credit memo, if any, will contain the wording: “price drop [Goods specifications]”.

EDI

The Supplier is required to implement an identical or similar SW intermediary compatible with the Customer's EDI solution and do so before entering into the Master Agreement. EDI is a method for exchanging VAT invoices and other documents (for instance, despatch advice messages) between trading partners and without EDI communication, it is not possible to enter into Individual Contracts. The Supplier is required to submit all VAT invoices and other documents via EDI. The Supplier may also send the EDI files via the web interface.

The Goods remain at the Supplier’s risk, and the Supplier retains ownership of the Goods, until the Goods come into the physical possession of the Customer, that is, until the delivery is acknowledged on the despatch note by Customer's staff in charge. Such acknowledgment serves only to determine the moment the risk passes from the Supplier to the Customer; by acknowledging the delivery, the Customer in no way acknowledges that the Goods are fault free.

Within 10 working days following the delivery, the Customer is required to inspect the Goods and report any defective products to the Supplier in writing. The Customer reserves the right to have its claims acknowledged within that time limit, even with respect to the Goods which have been accepted by the Customer from the Supplier without reservation.

The purchase price will be paid within the time limits specified in the Master Agreement (in the column titled “Payment”), by bank transfer, into the Supplier's bank account shown on the respective invoice. The VAT invoice, along with the despatch advice message, will be issued by the Supplier and submitted to the Customer in electronic form via EDI no later than when the Goods are delivered.

The Supplier agrees to deliver and invoice the Goods for the net prices agreed by and between the parties, which prices are valid at the moment the respective Customer's order is placed (“Prices”). The Supplier agrees to guarantee the Prices from the moment the Goods are ordered by the Customer, until the Goods are delivered by the Supplier to the Customer.

In the absence on the Prices agreed by and between the parties as referred to in Clause 6.2 hereof, the Supplier agrees to give the Customer a discount on each Goods delivery as specified in the Master Agreement (in the column titled “Discount”), that is, give a discount on the total purchase price for the Goods invoiced to the Customer excl. VAT. The parties agree that the Supplier must notify the Customer about any price increase in advance before the changes take effect, within the time limit specified in the Master Agreement (in the column titled “Discount”). Where the Supplier fails to notify the Customer in compliance herewith, the pricing agreed by and between the parties prior to the contemplated price change applies.

The Price agreed for the Goods includes all costs of the Supplier related to the delivery of the Goods to the Customer, including the costs of transport, packaging and storage, and all services provided by the Supplier to the Customer in connection with the delivery of the Goods to the Customer.

The Supplier agrees to provide the Customer with a VAT invoice, which VAT invoice will be submitted together with the despatch note no later than when the Goods are delivered. Any and all VAT invoices and other documents issued must meet the statutory and regulatory requirements set for VAT invoices and other documents, with electronic VAT invoices and other documents bearing the advanced electronic signature or advanced electronic seal or being issued by electronic data interchange (EDI).

Any VAT invoices and other documents failing to contain all the requested information or all required annexes and supporting documents, or containing incorrect information, may be returned to the issuer before their due date. A new due date will be set, which due date will follow the delivery of a corrected invoice/document.

Any payments will be made by bank transfer, into the bank account of the other party shown on the VAT invoice or other document, with a payment reference (in Czech: variabilní symbol, abbreviated VS), which payment reference is the number of the VAT invoice or other documents issued for the payment. Payments are deemed made when the amount of payment is debited from the payee's bank account in favour of the beneficiary's bank account.

The parties agree that their mutual claims of the same type enforceable in a court of law will primarily be settled by set-off, unless otherwise agreed.

Where either party is late in performing its financial obligations towards the other party, the other party may – and has the right to – claim a late payment penalty specified in the Master Agreement (in the column titled “Late Payments”), which penalty must be paid by the liable party within 14 calendar days of the request for payment.

The parties represent and warrant that as at the day of entering into the Master Agreement they are not an unreliable payer within the meaning of Act No. 253/2004 Sb., the VAT Act, as amended, and that the bank account they use for any payments made under the Individual Contracts has been registered with the respective tax authority within the meaning of the VAT Act and the bank account number is published by the tax authority in a manner enabling remote access. The parties must keep these representations and warranties true throughout the term of the Individual Contracts, the Master Agreement and the Terms. Where either party becomes an unreliable payer or the number of the bank account used for the payments made under the Individual Contracts is no more published by the tax authority for reasons attributable to the respective party, the other party has the right to make a payment for VAT charged on the consideration received directly to the account of the tax authority and do so even if not requested as a guarantor; in which case the obligation of the other party is discharged in the amount paid to the account of the tax authority on the day the amount is paid to the tax authority. At the same time, the parties must notify each other within five (5) business days as of the fact that they have become an unreliable payer or that the number of their bank account used for the payments made under the Individual Contracts is no more published by the tax authority.

The Supplier shall add recycling fees (the costs of taking back and recovering or disposing of waste electrical and electronic equipment pursuant to Act No. 542/2020 Sb., the End-of-Life Products Act) to the purchase price of the Goods and the Supplier undertakes to provide the Customer with the necessary assistance in applying for reimbursement of the recycling fee to the relevant collective systems in the event that the country of final sale of the Goods is not the Czech Republic.

General Provisions

The Supplier agrees to give a warranty on the Goods delivered, which warranty will be given for a minimum of 24 months or more in compliance with applicable standards and regulations of the country of final destination. The warranty begins from the date the Goods are delivered to the respective end user. Where a best before and/or use-by date is shown on the Goods, the Supplier agrees to give a warranty until the date shown on the Goods packaging.

Where the Goods develop a fault within the first 12 months after purchase by the end user, the Supplier and/or authorised service centre must explicitly specify in the service sheet whether or not the fault is a manufacturing defect.

The Supplier agrees to implement an IT solution within 3 months after entering into the Master Agreement, which IT solution will allow the information systems of the Customer and the Supplier to exchange RMA data (API). The Supplier further agrees to submit to the Customer any and all RMA documents and data solely in electronic form via the API. Where the Supplier fails to meet the obligation set forth herein even within the additional time limit prescribed by the Customer, the Customer has the right to terminate the Master Agreement with effect from the date of service upon the Supplier.

Processing of return requests submitted by end users generates extra administrative costs incurred by the Customer. The parties therefore agree that the Supplier will pay the Customer the RMA processing fee specified in Section 2 of the Master Agreement, for non-standard complaint cases. A standard complaint case is a case where the Customer receives the Goods from the end-customer and sends the Goods to the Supplier for assessment of the claim or to a location agreed between the Supplier and the Customer; a non-standard complaint case are all other complaint cases, e.g. where the Customer sends the Goods directly to the manufacturer for assessment at the Supplier's request.

Where the rate of: (i) return requests submitted and/or (ii) contracts cancelled by the end users with respect to any Goods offered for sale to the end users exceeds the rates specified in the Master Agreement (in the columns titled “RMA Rate” and “Cancellation Rate”) within 6 months after the respective Goods are offered for sale, the Customer will withdraw the Goods from sale and return them back to the Supplier at Supplier's cost. The Supplier agrees to refund the Customer for the price of the Goods and all related costs without undue delay, or issue a credit memo for the Goods. The RMA Rate and the Cancellation Rate are calculated for each individual type of Goods separately (e.g. if the Supplier sells 5 types of backpacks and 5 types of swimwear to the Customer, these are 10 types of Goods, the colour variants are usually different types of Goods).

RMA Process

The parties agree to use solely emails generated by the Customer's system to report any faulty Goods, which reports the Supplier agrees to process without undue delay. The Supplier may occasionally assign a unique reference number to a return request, which unique reference number the Supplier agrees to provide to the Customer without undue delay in an email sent in response to the return request.

The Supplier agrees to process any and all returns submitted by the end users within the time limit specified in the Master Agreement (in the column titled “RMA Processing”). If the Supplier does not do RMA processing of the Goods itself, the Supplier undertakes to maintain a sufficient stock of spare parts throughout the warranty period to enable the service to repair or replace any defective components of the Goods without undue delay, at the latest within the time limit specified in the Master Agreement (under "RMA Processing"); the Supplier shall hand over the spare parts themselves to the service, if necessary, within 5 days of the date on which the service requests the spare part.

Where the Supplier is late in processing a return, the Customer shall be entitled to payment of a late RMA processing fee according to the method of late settlement of the RMA claim:

Where the returns are processed by the Supplier's authorised service centre, the Supplier assumes all responsibility for the actions of the relevant authorised service centre. Where the authorised service centre fails to process the individual returns and provide services properly and in due time, the Supplier agrees to provide the required services in lieu of the authorised service centre; in which case the Customer has the right to submit the individual return requests to the Supplier and the Supplier becomes obligated to process the submitted return requests properly and in due time and, indemnify the Customer and the respective end user, and where applicable, to pay the late RMA processing fee.

The parties agree that the Supplier and/or the Supplier's authorised service centre must:

The parties agree that the Customer has the right to return back to the Supplier any deliveries of repaired or replaced Goods lacking proper itemisation and consider such incorrectly processed returns requests not processed by the Supplier and/or the Supplier's authorised service centre.

Where the Goods are returned by the end users for repair and the reported fault is confirmed, the Supplier agrees to deliver the repaired Goods together with all related documents. Any and all repairs conducted in the respective calendar month will be properly invoiced by the Supplier at the end of the calendar month in question, with the invoices being due and payable within 30 calendar days after they are delivered to the Customer.

The Supplier agrees to issue corrected VAT invoices for return orders (including hygiene and other products), which corrected VAT invoices will be due and payable within 30 calendar days after they are delivered to the Customer.

The parties agree that that any costs relating to returns are borne by the Supplier, even where the reported fault is not confirmed.

Any and all repaired or replaced Goods must be delivered by the Supplier to the Customer in a separate delivery and be properly itemised.

Any visibly damaged deliveries containing the Goods returned for repair, replacement or refund must be reported by the Supplier to the carrier without undue delay and be handled in accordance with the carrier's instructions and the contract of carriage. The damage must further be reported by the Supplier and/or the authorised service centre to the Customer without undue delay and the extent of the damage documented so that it can be objectively assessed whether or not the Goods returned could have suffered any damage.

Where the reported fault is found by the authorised service centre unrepairable or recurring, the authorised service centre does not return the Goods back to the Customer but rather addresses the issue directly with the Supplier so that the Customer is issued a credit memo. The Supplier will issue a single credit memo for all and any Goods found in the respective calendar month to have an unrepairable or recurring fault, which credit memo note will be due and payable within 30 calendar days after it is delivered to the Customer.

Any and all repaired or replaced Goods offered for sale with the Supplier's consent in the Czech Republic and other EU countries must be accompanied by a service sheet issued in the language of the respective country of final destination, that is, in the Czech, Slovak, English, German or Hungarian language.

Any and all repaired or replaced Goods may never be delivered by the Supplier together with the new Goods. They always must be delivered in a separate sealed package or on a pallet, be clearly and visibly labelled as RMA and be unloaded at a separate gate.

The Individual Contracts may be cancelled or terminated by agreement or notice.

Either party has the right to cancel the Individual Contracts and/or the Master Agreement where the Customer is late in performing its financial obligations towards the Supplier for over 20 days and fails to cure the breach within 10 days of the Supplier's written notice thereof.

The Customer has an additional right to cancel the Individual Contracts and/or the Master Agreement where:

Either party has the right to terminate the Individual Contracts and/or the Master Agreement without reason, by giving notice in writing as specified in the Master Agreement (in the column “Notice”). The parties agree that the notice period starts on the first day of the calendar month subsequent to that in which the notice is served on the other party.

The parties agree that that termination of the Individual Contracts and/or the Master Agreement will be without prejudice to any licences, warranties, indemnification and penalties accrued to the benefit of either party prior to such termination or to any other rights and claims which by their nature are to survive any termination of the Individual Contracts and/or the Master Agreement.

In the course of, or in connection with, the performance of the Master Agreement and facilitation of co-operation and communication between the Customer and the Supplier, the Supplier has received or will receive:

The parties agree to act so as not to infringe upon the intellectual property rights or harm the reputation of the other party.

The parties agree that the Supplier may not use the Customer's trademarks, trade name or brand, or any other intellectual property, whether directly or indirectly, without first obtaining the explicit separate consent of the Customer in writing, or entering into licensing agreement between the Supplier and the Customer, subject to the terms and conditions and to the extent specified in such consent or licence agreement. The Supplier shall send the request for consent or the conclusion of a license agreement pursuant to the preceding sentence, together with a visualisation of the intended use of the intellectual property, to the email address [email protected] or via the relevant form on the website https://www.alza.cz/contact/others.htm?qgid=67&setlang=en-GB. Consents granted or license agreements concluded in this way shall be non-exclusive, non-transferable, non-assignable and revocable by the Customer at any time.

Compliance with the foregoing requirement is necessary as the Customer's brand is a well-known and reputable brand and the Customer makes substantial investments in branding; the Customer does not want to have its brand used by any party in any way without prior written consent of the Customer.

The Supplier represents and warrants to the Customer that the sale of the Goods by the Customer in the EU and EEA countries does not infringe upon third party's rights (including, without limitation, industrial property rights and copyright). The Supplier further represents and warrants to the Customer that the promotion and marketing of such Goods by the Customer using information and/or materials provided by the Supplier (logos or descriptions) does not infringe in any way upon any third party's rights. The Supplier hereby allows the Customer to use the information and/or materials provided by the Supplier, for the Customer’s marketing purposes in the EU and EEA countries, free of charge and without limitation. The fee for using such information and materials is included in the purchase price paid for the Goods.

The Supplier represents and warrants that any and all Goods and/or sale thereof comply and will comply with applicable standards and regulations of the EU and EEA countries and in particular with that regulating product health and safety, product forgeries, product imitations, and consumer protection. The same applies also to any information provided by the Supplier.

Information on specific conditions for the sale/promotion of the Goods In the event that the sale and/or the promotion of the Goods is specifically regulated under the mandatory legislation of the country of final destination (e.g., regulation of the sale and promotion of alcohol, special regulation of the promotion of dietary supplements or medical devices), the Supplier, as an expert on Goods, undertakes to expressly notify the Customer of this specific regulation. The Supplier shall also notify the Customer of any change in the regulations referred to in the preceding sentence and/or any change in the legal qualification of the Goods, which relates to the sale of the Goods by the Customer.

The Supplier represents and warrants that the Supplier and Supplier's employees and agents adhere to the Code of Ethics in all their interactions with the Customer, which Code of Ethics is available at https://www.alza.cz/EN/compliance#pt-1. In this context, the Supplier agrees not to wilfully commit, authorise or permit any conduct in breach of the applicable anti-corruption laws. The said applies in particular, but not limited to, the making of illegal payments to civil servants, representatives of public authorities or their partners, families or close friends (“Public Figure”)

The Supplier agrees not to offer, promise or give to any employee, agent or third party representing the Customer or their next of kin or the Public Figure, nor to accept, agree to accept from or request from any employee, agent or third party representing the Customer or their next of kin or the Public Figure any gift or benefit, monetary or other, to which the beneficiary is not entitled by virtue of law or under the Master Agreement and/or the Individual Contracts, as an inducement or reward for negotiating, executing or performing the Individual Contracts.

The parties must inform each other immediately when they have suspicion or knowledge of corruption in the process of negotiating, executing or performing the Individual Contracts.

A Supplier's breach of any of the obligations referred to in the preceding paragraphs constitutes a material breach of contract obligations and gives rise to the right to cancel the Master Agreement. The Supplier is liable for any loss or damage sustained by the Customer or any third party as a result of Supplier's failure to comply with the obligations referred to in the preceding paragraphs.

The Customer shall be entitled to terminate this Master Agreement and any Individual Contracts with immediate effect in the event that the Supplier, the Supplier's subcontractor, a person with a business interest in the Supplier's company or a person acting for the Supplier:

The Supplier shall be obliged to notify the Customer without delay that a situation has arisen under the preceding paragraph. If the Supplier fails to comply with this obligation, the Customer shall be entitled, firstly, to a penalty as set out in the Master Agreement (under the heading "Confidentiality, Sanction Measures and ESG Cooperation") for each such individual breach and, secondly, to a penalty in the amount of the value of all Individual Contracts entered into between the Parties during the period from the time when any of the situations under the preceding paragraph occurred until the time when penalties become payable. Penalties under this paragraph shall be due and payable within 30 days of the sending of the notice.

Either party is held liable for any loss or damage caused in connection with the performance of the Master Agreement and/or the Individual Contracts. The parties agree to use their best efforts to avoid or reduce any damage caused.

The Supplier agrees to indemnify, defend and hold the Customer harmless in respect of any loss or damage suffered by a third party, particularly for the breach of Clause 3 (Supplier's Representations and Warranties) and Clause 10 (Intellectual Property Rights, Characteristics of Goods) hereof. Payment of any penalty (or any fee which has the characteristics of a penalty) for breach of the Supplier's obligations specified in the Master Agreement or Terms is without prejudice to the Customer's right to damages.

If a defect in the Supplier's Goods causes damage (pecuniary and/or non-pecuniary) to the Customer, the Supplier shall:

Any fees agreed in the Master Agreement shall serve as contractual penalty and any penalties agreed under the Master Agreement or under these Terms shall serve a punitive function. Payment of any penalty (or any fee which has the characteristics of a penalty) for breach of the Supplier's obligations specified in the Master Agreement or Terms is without prejudice to the Customer's right to compensation for damages or compensation for non-pecuniary loss in full.

Deforestation. The Supplier undertakes to establish and maintain a due diligence system by which it can declare the compliance of the Goods supplied with the terms of EU Regulation 2023/1115 (EUDR). For each product subject to EUDR, the Supplier shall provide documents to prove the origin of the goods as required by EUDR.

Carbon Offsets. The Supplier undertakes to provide the Customer, upon the Customer's request, without undue delay, but no later than five (5) days after the shipment of the Goods, with the information on the Goods being delivered that is necessary to properly complete the so-called CBAM Report in accordance with EU Regulation 2023/956.

Reporting. The Supplier undertakes to provide, without undue delay, upon the Customer's request, information of a satisfactory quality in accordance with ESRS standards that is necessary for the preparation of the ESG Report pursuant to EU Directive 2022/2464 (CSRD), in particular information necessary to calculate the carbon footprint of the entire supply chain, information necessary to verify compliance with employee protection rules, in particular with regard to the prohibition of child labour and safety conditions, and other information necessary for the audit of ESG Reports.

If the Supplier fails to comply with any of the obligations set out in this clause, the Customer shall be entitled to a penalty as set out in the Master Agreement (under the heading "Confidentiality, Sanction Measures and ESG Cooperation") for each such individual breach. The contractual penalty under this paragraph shall be payable within 30 days of the sending of the notice.

The parties agree to assist each other and communicate any information as may be necessary for due performance of their obligations. In particular, but not limited to, the parties must inform each other about any circumstances that are or may be crucial to the proper performance of the Individual Contracts, including, without limitation, about any cooperation with a factoring company that could and/or would affect the settlement of claims and obligations between the parties to the Individual Contracts.

The parties agree to notify each other of any changes to their mailing or email addresses or other identification details within 3 business days of the change.

The Supplier agrees to notify the Customer of its bankruptcy, imminent bankruptcy or any involuntary petition and/or other pleading seeking the entry of a decree or order for relief filed against the Supplier without undue delay, however, at the latest within three (3) business days.

The parties agree to give notices and communicate the information hereunder to the contact persons of the parties specified in the Master Agreement (in the column titled “Contact Persons”). Changes to the contact persons must be communicated to the other party without undue delay, with the right to communicate such changes being given to Product Managers, Product Manager Trainees or persons with equivalent or senior rank or, in their absence, members of the parties' governing bodies.

The parties agree to resolve amicably any disputes arising out of or in connection with the Individual Contracts. The parties agree that any disputes not resolved within 60 calendar days of the commenced negotiations will be finally decided with the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic according to its Rules by three arbitrators in accordance with the Rules of that Arbitration Court. The arbitration proceedings will be held in Prague, in the Czech language

The parties agree that the Supplier may not assign or transfer any of its claims against the Customer to a third party without first obtaining the consent of the Customer in writing; the Customer’s consent is not required in the event of the assignment or transfer of claims to the company Platební instituce Roger a.s. (ID: 01729462) as part of the Alza Invoice Financing service.

The Supplier hereby agrees that the Customer’s claims towards the Supplier under the Master Agreement and/or the Individual Contracts may be offset by the Customer against the Supplier’s claims towards the Customer under the Master Agreement and/or the Individual Agreements or any other contract or agreement executed by the parties, which claims can be both due or undue.

The Customer has the right to make changes to the Terms from time to time, subject to a notice given to the Supplier at least 10 business days before the effective date of the updated Terms. The Supplier has the right to terminate the Master Agreement prior to the effective date of the updated Terms, which Master Agreement is then terminated as at the effective date of the updated Terms, otherwise the updated Terms continue to apply to any further transactions of the Customer and the Supplier carried out thereafter. A unilateral change to the Terms may include, for example, variation of Clause 4 or Clause 7 hereof

Where not precluded by their nature, the rights and obligations ensuing from the Master Agreement and or the Individual Contracts inure to the benefit of and are binding upon the successors and assigns of the parties.

The rights and obligations of the parties not explicitly regulated by the Master Agreement are governed by the relevant provisions of general law applicable in the Czech Republic. As regards the protection of consumer rights in the EU and EEA countries, the respective provisions of the EU and EEA laws apply. The parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods will not apply.

The Terms come into effect on the day they are signed by both parties. The day of taxable supply is the day the Goods come into the possession of the Customer.