General Terms and Conditions - Výkresová pohotovost

of ASKOCAD s.r.o.

Company: ASKOCAD s.r.o.
Registered office: No. 1399, 735 71 Dětmarovice, Czech Republic
Registered: in the Commercial Register kept by the Regional Court in Ostrava, Section C, File 66612
Company ID: 05204356
VAT ID: CZ05204356

(hereinafter the “Company” or the “Contractor”)

issues these General Terms and Conditions (hereinafter the “GTC”), which govern the mutual rights and obligations of the contracting parties arising under a contract for work (hereinafter the “Contract”) concluded between the Company as the contractor and another business entity, whether a natural or legal person (hereinafter the “Customer”). The provisions of these GTC form an integral part of the Contract.

I. Definitions and Scope

Customer: means an entrepreneur, i.e., a natural person—entrepreneur or a legal entity—that enters into a Contract with the Contractor.

An entrepreneur is a person who independently conducts, on their own account and responsibility, gainful activity by way of trade or in a similar manner with the intention of doing so on a continuous basis for profit. An entrepreneur is also any person who concludes contracts related to their own business, manufacturing or similar activity or in the independent exercise of their profession, or a person acting on behalf of or for an entrepreneur. For the purposes of these GTC, an entrepreneur is a person acting within the scope of their business as per the preceding sentence. If the Customer states its identification number (IČO) in the order, it acknowledges it is deemed an entrepreneur in the contractual relationship with the Contractor.

Contract: means a contract for work, including all amendments and annexes, concluded between the Contractor and the Customer in the form described in Article II of these GTC. A written order delivered to the Contractor and subsequently confirmed in writing by the Contractor to the Customer by post or email is also deemed a Contract.

Subject of Work: means work in the field of reverse engineering, primarily the preparation of manufacturing documentation. The specific scope of the Subject of Work, including any agreement between the parties on manufacture of the relevant item, is always defined in the Contract. Work in reverse engineering especially includes creating manufacturing documentation for the production of an already existing but deformed or worn part (or component), or a missing part.

A prototype piece of the Subject of Work is a piece produced based on documentation marked “PROTOTYPE” (also the “Prototype Documentation”).

The final Subject of Work is the completed item produced by the Contractor after successful testing of the prototype piece and after adjustment of the Prototype Documentation.

Ancillary work also includes any activities or services that the Contractor has undertaken in the Contract to provide in connection with the main Subject of Work.

Parties: means the Contractor and the Customer.

Agreement(s) deviating from these GTC may be agreed in the Contract. Any deviating provisions in a written Contract or in a written extended specification of an Order shall prevail over these GTC.

II. Conclusion of the Contract

By the Contract, the Contractor undertakes to deliver to the Customer the Subject of Work specified in the Contract. The Customer undertakes to accept the Subject of Work and pay the Contractor the agreed price.
The Contract is concluded either by executing a written agreement signed by both Parties or by the Contractor’s written confirmation of the Customer’s order (the “Order”). The Contractor shall send the confirmation of the Order to the Customer in a demonstrable manner, typically by email. Upon the Contractor’s confirmation of the Order, the Contract is concluded.
The Contractor is bound by its offer for the period stated therein, or for 14 days from the date of the offer if no validity period is stated. The Contractor excludes the application of the first sentence of Section 1740(3) of the Czech Civil Code; i.e., acceptance by the Customer with an addition or deviation that does not substantially change the terms of the offer is excluded.
The Contractor’s offer to conclude a Contract is always revocable and may be revoked if the revocation reaches the Customer before the Customer’s acceptance of the offer is delivered to the Contractor.
If the Contractor indicates in the order confirmation or another document an anticipated delivery date for the Subject of Work, the Contractor does not undertake to deliver by that date. The Contractor may extend the anticipated delivery date, including repeatedly, depending on the complexity of the work. The Contractor shall notify the Customer of any extension before the expiration of the currently anticipated date.
Orders must be made in writing and delivered to the Contractor by email, post, in person or via a data mailbox; any other form of concluding the Contract is excluded.
The Contract shall also not be concluded if there are justified doubts as to the Customer’s true identity, or in the case of obvious errors in the information about the required product or in the price of the Subject of Work.
During pre-contractual negotiations, neither Party is liable for failure to conclude the Contract. The Parties exclude the application of Sections 1728 and 1729 of the Civil Code.
If the contractual terms proposed by the Parties conflict (e.g., because they are contained in both the Company’s and the Customer’s terms and conditions) and such conflict is not resolved in a new draft Contract or a separate document attached to the Contract, yet a Contract is nonetheless concluded, these GTC and the provisions earlier proposed by the Company shall take precedence. The Parties exclude the application of Sections 1799 and 1800 of the Civil Code.
The Customer shall bear its own costs of distance communication in connection with concluding the Contract (internet connection, telephone calls), which do not differ from the base rate.
The Contract is concluded in the Czech language; its electronic copy is available from the Contractor upon request, and the Customer will be granted access to, or a copy of, the Contract upon request.

III. Price of the Subject of Work

The price is the price agreed in the Contract or as agreed within the Order. Changes to the price are only possible under the conditions set out in the Contract or these GTC.
In the event of additional work requested by the Customer—i.e., further work not expressly listed in the Contract or Order—the Contractor shall charge the price it notifies to the Customer in advance in writing after assessing the scope of such additional work, unless the Parties expressly agree an amendment to the Contract.
Prices are stated exclusive of VAT, unless expressly stated otherwise in the Contract. The Contractor shall add VAT to the price on the relevant tax document in accordance with Act No. 235/2004 Coll., on Value Added Tax, as amended. Prices are charged in CZK.
In accordance with Section 1765(2) of the Civil Code, the Customer assumes the risk of a change in circumstances. By concluding the Contract, the Customer expressly declares that it is not the weaker party.

IV. Timeframe and Performance of the Subject of Work

Work shall commence on the dates set out in the Contract, or after delivery of all documents, information and items necessary for performance by the Contractor, and after payment of any agreed advance.
Given that the Subject of Work is reverse engineering, the Contractor shall first produce one prototype piece based on the Prototype Documentation. After producing and successfully testing the prototype piece, the Contractor shall adjust the Prototype Documentation and produce the final Subject of Work.
The Contractor undertakes to perform the final Subject of Work within the period agreed in the Contract, or otherwise within a reasonable time having regard to the nature of the work.
The Contractor shall not be in delay if it proves that any delay in performing or completing the work arose in connection with the conduct of manufacturers or suppliers of items intended for the work, or where the Customer fails to provide necessary cooperation.
Meeting the delivery date also depends on the Customer’s cooperation, in particular timely handover of all documents, information and items necessary for performance, enabling access to the premises where the work is to be carried out, and payment of any agreed advances.
If the Customer fails to provide the necessary cooperation or is in delay with any payment, the performance deadline is automatically extended by the period of such failure or delay, and the Contractor is not in delay during that period.
The Customer shall ensure conditions enabling the Contractor to perform the work, especially access and entry to the place where the work is to be surveyed for future manufacture and/or carried out. If the Customer fails to meet these obligations, the completion date shall be suitably extended.
If during performance, without fault of the Contractor, it becomes necessary to perform the work differently and/or to execute additional work or supply additional items not listed in the Order or Contract, the Contractor shall notify the Customer of this fact, including the impact on time and price. The Contractor shall perform such change only with the Customer’s written consent. An exception applies to work immediately necessary to prevent damage to the work in progress; such work/items shall be charged at the Contractor’s standard price list or at a usual price if not listed.
The Contractor shall warn in writing of the inappropriateness of the Customer’s instructions, supplied documentation, or the inappropriate nature of items handed over. It shall describe the deficiencies and invite the Customer to provide suitable instructions, documents or items. If such deficiencies make performance in accordance with the Contract and these GTC impossible, the Contractor may suspend work until it receives proper instructions; the Contractor is not in delay during this time. If the suspension lasts longer than 10 days, the Contractor may withdraw from the Contract.
The Contractor shall hand over the final Subject of Work against a written handover protocol. The Customer shall take delivery and pay the price. This duty applies even if there are defects or outstanding minor items that do not prevent use for its intended purpose nor substantially hinder such use. Any reservations must be recorded in the handover protocol; otherwise, the Subject of Work is deemed free of defects. The Customer is not obliged to take delivery if the Subject of Work has defects or outstanding items that prevent use for the agreed purpose.
The final Subject of Work is deemed delivered upon the Customer’s acceptance at the place of delivery and confirmation of the handover protocol; or at the moment the Customer refuses to accept or does not accept at the place of delivery; or at the moment the Customer refuses to confirm the handover protocol. The Customer is bound by confirmation made by a person present at the place of delivery unless the Contract expressly designates an authorised person.
The risk of damage to the final Subject of Work passes to the Customer upon acceptance from the Contractor, or when the unfinished work is located on the Customer’s premises based on a confirmed handover/delivery note, or at the moment deemed acceptance under the preceding paragraph.
Title to the final Subject of Work passes to the Customer only upon full payment of the agreed price.
The delivery date automatically extends if the Customer is in delay in fulfilling any obligation under the Contract or these GTC.
In the event of the Contractor’s delay with delivery, the Customer may withdraw only if, after the delay occurs, it properly calls on the Contractor to perform, sets a reasonable additional period not shorter than 20 business days, and the Contractor still fails to deliver within that additional period. The Customer must indicate in the notice its intention to withdraw.
Any maintenance of the final Subject of Work by the Contractor after delivery is not included in the Contractor’s obligations. Maintenance especially includes subsequent servicing of the work or its components. Post-delivery servicing is the Customer’s responsibility and cost unless agreed otherwise in the Order.

V. Payment Terms

The Contractor may issue and deliver a tax invoice either together with delivery of the final Subject of Work or at any time thereafter. If the work is delivered in parts, the Contractor may invoice each delivered part. Invoices may be sent electronically.
The Customer shall pay invoices within the periods agreed in the Contract, otherwise within 14 days of receipt, by bank transfer. Payment is deemed made when the amount is credited to the Contractor’s bank account.
The Contractor may require an advance payment. In such a case, it will issue a pro-forma invoice due 14 days from delivery. The Contractor is obliged to start performance only upon full payment of the advance.
The Contractor may suspend performance of all obligations until full payment of all its due receivables from the Customer.
In case of the Customer’s delay with any payment, the Customer shall pay contractual default interest of 0.1% of the outstanding amount per day of delay. The Parties exclude the application of Section 1805(2) of the Civil Code. This does not affect the Contractor’s right to claim full damages.
If the Customer prevents performance (e.g., by denying access to the site) and fails to remedy this after a written notice with a reasonable cure period, the Customer shall pay a contractual penalty of 15% of the total price of the work, and the Contractor may withdraw for material breach.
The agreed price may be unilaterally adjusted by the Contractor under the following conditions:
a) changes in VAT rates or other tax regulations affecting the price;
b) Customer requests additional work or supplies beyond the itemised budget in the Order;
c) Customer requests a different quality or type of supplies than specified in the Order;
d) project documentation or other inputs provided by the Customer contain defects/errors affecting the agreed price;
e) the need arises to perform other work or supplies beyond the budget due to objective circumstances not attributable to the Contractor. In such a case the Contractor may unilaterally increase the price, in particular by the costs incurred in performing such necessary work or supplies.
If b) or c) occurs, the Contractor shall calculate the change and submit it to the Customer for approval. The Contractor is not bound to perform the additional work until the price increase is approved.
If a), d) or e) occurs, the Contractor need only notify the unilateral increase before commencing the relevant performance.
The Customer may also approve the price increase by not responding within seven (7) calendar days from when the calculation reaches the Customer’s sphere of control.

VI. Rights Arising from Defective Performance

The Customer acknowledges that the Contractor will first deliver a prototype piece based on the Prototype Documentation and that this is not the final Subject of Work; it serves only for testing and as a basis/template/pattern for producing the final work. No rights from defective performance arise in relation to the prototype piece.
Only after successful testing of the prototype piece shall the Contractor deliver the final Subject of Work with the quality and properties agreed in the Contract. Unless otherwise agreed, the final Subject of Work must have the usual properties.
The Customer shall inspect the final Subject of Work upon delivery. Defects detectable on inspection must be raised in the handover protocol at the latest. Other defects must be notified without undue delay, but no later than 3 business days after acceptance. Defects must be claimed in writing. If a defect is not notified in time, all related rights expire.
In case of defects, the Customer shall leave the Subject of Work in the state in which the defects were found for a period reasonably necessary for the Contractor to examine and assess the defects.
The Customer’s claims from duly asserted defects follow the Civil Code; when claiming a defect, the Customer shall set the Contractor a reasonable period—not shorter than 30 days—to remove the defects.
If the defects relate only to a part of the work, the Customer may withdraw only partially in the scope corresponding to the defective part, subject to the Civil Code. The Customer may not set off its defect claims against the Contractor’s claim to the price.
A warranty for quality is provided only if agreed in writing in the Contract or declared in writing by the Contractor.
Given the nature of reverse engineering, the Customer acknowledges that non-conforming manufacture may occur. This means that despite redrawing using the most suitable techniques and expertise, the produced part may not form a functional component of the whole or may not operate at optimal efficiency. If—despite standard techniques—the method of manufacture cannot be objectively and precisely determined and, as a result, the work is not optimally functional, any damage caused by such non-conforming manufacture is borne by the Customer.
The provision in paragraph 8 does not affect the Customer’s obligation to pay the agreed price.
For clarity: non-conforming manufacture may arise in all types of reverse engineering, whether the basis is a new part, a used part, a deformed part, or only a scheme or assembly of a device. Therefore, the Subject of Work is first the Prototype Documentation for one test piece. Only after successful operational testing of that test piece may the Prototype Documentation or the part itself be used for series production or full operation.
Only after the “PROTOTYPE” watermark has been removed from the Prototype Documentation by the Contractor, sent to the Customer and approved in writing by the Customer, can the Subject of Work be considered fit for the arising of liability for defects.

VII. Withdrawal and Other Termination

A Customer that is an entrepreneur may withdraw from the Contract for the reasons expressly set out in Act No. 89/2012 Coll., the Civil Code, or in these GTC.
The Customer may also terminate the Contract by paying a termination fee of 15% of the total agreed price under Section 1992 of the Civil Code. However, the Customer has no right to terminate in this manner if it has already received performance in whole or in part, or if performance of the work has commenced.
Other methods of terminating the Contract than under mandatory statutory provisions or by agreement of the Parties are not possible.
Termination (by withdrawal or otherwise) does not extinguish claims for damages due to breach, contractual penalties or default interest under the Contract or these GTC, the Contractor’s monetary claims arising from or in connection with the Contract, provisions governing relations after termination, or provisions whose nature binds the Parties even after termination.
Upon withdrawal, mutual claims shall be settled as follows: the Customer shall retain the parts of the work for which title has passed; it shall take over all parts delivered in accordance with the Contract and these GTC; where technically possible, it shall also take over all work-in-progress; and it shall take over all consumables procured by the Contractor for the Customer under the Contract. The Customer shall pay for all such items in accordance with the Contract if not already paid. The Customer shall bear the costs incurred by the Contractor in connection with the withdrawal.

VIII. Compensation for Loss and Third-Party Claims

The Contractor undertakes to act with the expertise and care of a professional. It will, in good faith and in cooperation with the Customer, address any claims for loss—primarily striving to prevent such loss.
Given the specific nature of reverse-engineering work, the Customer acknowledges that incorporating/using the Subject of Work as a component of an existing device operated by the Customer may lead to the loss of any warranty provided to the Customer by third parties for that device. Any loss of warranty or claims and any related loss shall be borne by the Customer.
The Customer further acknowledges that incorporating/using the Subject of Work may require shutdown of the entire production process operated via the device concerned. Any loss resulting from such shutdown shall be borne by the Customer. The Customer assumes the risk of trial operation and undertakes to conduct it only when shutdown poses no risk of loss.
In view of the nature of reverse engineering, the Parties acknowledge that creation of the Subject of Work may infringe third-party intellectual property rights. As the work is carried out to meet the Customer’s need, the Customer shall be liable for any loss arising from infringement of third-party IP rights and assumes any related third-party claims to the maximum extent permitted.
Unless otherwise agreed in a specific Contract, by concluding the Contract the Customer declares that:
1. the part, scheme or other information supplied for the work is, to the Customer’s best knowledge, true and accurate;
2. there are no IP, licence, patent, industrial or similar rights to the item to be the Subject of Work—or, if there are, the Customer assumes to the maximum extent possible all third-party claims associated therewith.

IX. Final Provisions

If any provision of these GTC is invalid or ineffective, a provision whose meaning most closely approximates the invalid provision shall apply instead; otherwise, the relevant provisions of generally binding laws of the Czech Republic shall apply.
The invalidity or ineffectiveness of one provision shall not affect the validity of the remaining provisions.
The Contractor may amend or supplement these GTC; the current version is available on the Contractor’s website at https://www.vykresovapohotovost.cz/. The legal relationship between the Contractor and the Customer is governed by the GTC valid and effective on the date of conclusion of the Contract.
These GTC are valid and effective as of the date of their publication on the Contractor’s website.

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