Terms & Conditions

1.1 These Terms and Conditions (hereinafter also referred to as the “T&C”) govern the conditions for the supply of goods (hereinafter referred to as the “Product”), the supply of the Product including its installation, and the provision of other services by WOOZ International s.r.o., Company ID No.: 23692014, with its registered office at Pražákova 1008/69, Štýřice, 639 00 Brno, Czech Republic, registered in the Commercial Register maintained by the Regional Court in Brno under File No. C 147088/KSBR (hereinafter also referred to as “WOOZ” or the “Supplier”), to WOOZ’s business partners. Business partners shall mean entrepreneurs (hereinafter also referred to as the “Contractual Partner” or “Contractual Partners”) (jointly also referred to as the “Parties”).

1.2 These T&C shall not apply to contractual relationships between WOOZ and consumers. By entering into a contract, the Contractual Partner declares that it is not a consumer and that it concludes the contract within the scope of its business activities. If the declaration set out in the preceding sentence proves to be untrue, the Contractual Partner is obliged to notify us of this fact without undue delay. In such a case, WOOZ shall be entitled to withdraw from the contract without undue delay, regardless of the extent of its performance and irrespective of whether the Contractual Partner has fulfilled its notification obligation.

1.3 By entering into the contract, the Contractual Partner acknowledges and agrees that, without the prior written consent of WOOZ, it is not entitled to validly assign, transfer, or pledge to any third party any rights or receivables against WOOZ arising from or in connection with the contract.

1.4 These T&C shall always form an integral part of the contractual relationship concluded between WOOZ and its Contractual Partners. Unless the contract (the term “contract” as defined below) expressly stipulates in writing provisions deviating from these T&C or expressly specifies in writing that certain provisions of the T&C shall or shall not apply to the respective contract, the full wording of these T&C shall govern the contractual relationship.

1.5 Any amendment introducing provisions deviating from these T&C must always be made in writing and approved by both Parties; the same shall apply to any agreement between the Parties to waive the requirement of written form. Failing this, any deviating provisions set out in the contract or in the Contractual Partner’s terms and conditions shall not apply.

1.6 The application of the Contractual Partner’s or any third party’s terms and conditions (hereinafter referred to as “Other Terms”) to the mutual obligations of the Parties is hereby excluded without the need for any further action on the part of WOOZ; this shall not apply if WOOZ expressly agrees in writing, with reference to this provision of the T&C, to the application of such Other Terms. The inclusion of Other Terms or references thereto in any document leading to the conclusion of a contract shall be deemed ineffective in this respect. The INCOTERMS 2000 rules shall not be considered Other Terms, and any reference thereto made by WOOZ shall be binding for the contractual relationship.

1.7 The application of any trade usages or prior course of dealing between the Parties that are inconsistent with these T&C is also expressly excluded.

1.8 The acceptance of these T&C shall also apply to any subsequent contracts concluded between WOOZ and the Contractual Partner that fall within the scope of these T&C, even without the need for their explicit incorporation or reference in such future contracts. For the avoidance of doubt, in the event of a future update of the T&C, the version effective as of the date of conclusion of the respective contract shall apply.

1.9 Tyto OP jsou veřejně dostupné na www.woozcnc.cz/obchodni-podminky/.

2.1 Offers
WOOZ’s offers shall remain non-binding until the order has been confirmed by WOOZ in writing. WOOZ is entitled, at any time and with or without stating a reason, to withdraw from contract negotiations without any obligation to compensate the other party for damages, up to the moment the contract is concluded. The application of Section 1729 of the Civil Code is expressly excluded. Information regarding WOOZ’s services and products contained in catalogs, price lists, brochures, corporate materials, prospectuses, trade fair announcements, circulars, advertising broadcasts, or other media shall be non-binding unless expressly declared in writing to constitute part of the contract.

2.2 Conclusion of the Contract
The contract shall be concluded at the moment when the offer is accepted by the other party. Acceptance of the offer shall occur upon written confirmation of WOOZ’s offer by the Contractual Partner; written confirmation of the Contractual Partner’s order by WOOZ; execution of a written contract with the Contractual Partner; or delivery of the goods or provision of the services by WOOZ (hereinafter referred to as the “Contract”).

3.1 The price includes all costs in accordance with the agreed scope of the Contract, unless otherwise stipulated in the Contract or these T&C. The price is stated exclusive of the applicable statutory value added tax (VAT).

3.2 If the price is not specified directly in the Contract, the price set out in WOOZ’s price list valid for the relevant period shall apply. Information from WOOZ’s current price list forms part of the negotiation of the order with the Contractual Partner.

3.3 WOOZ shall be entitled, even after the conclusion of the Contract, to unilaterally adjust the agreed contractual price if the circumstances under which the Contract was concluded change – see Sections 3.4 (price adjustment clause) and 3.5 (currency clause) of these T&C.

3.4 If the input price of key raw materials charged by subcontractors increases by more than 15% in the period between the conclusion of the Contract and the agreed delivery date of the Product (including installation), WOOZ shall be entitled to increase the agreed Product price accordingly, in proportion to the increase in the cost of such key raw materials. Unless otherwise specified in the Contract, iron shall be deemed the key raw material. The adjusted price shall become effective vis-à-vis the Contractual Partner on the date of delivery of the notice of such adjustment.

3.5 As WOOZ products are also manufactured abroad and supply prices are dependent on the Euro (EUR) exchange rate, WOOZ shall be entitled, where the price in the Contract is stated in Czech crowns (CZK) and the CZK/EUR exchange rate increases by more than 10% after the conclusion of the Contract compared to the rate applicable on the date of conclusion of the Contract, to increase the Product price so that the amount in CZK reflects the change in the relevant exchange rate. For the purpose of determining the exchange rate, the applicable rate shall be the official exchange rate announced by the Czech National Bank (CNB) (foreign exchange middle rate) on the date of conclusion of the Contract and on the date of cash payment or, in the case of payment by bank transfer, on the date the payment order is submitted by the Contractual Partner.

3.6 If an order is placed without a prior offer or if services are performed by WOOZ that were agreed additionally, the Contractual Partner shall be obliged to pay the remuneration in accordance with the applicable price list, unless agreed otherwise.

3.7 If a periodically invoiced fee (e.g. for service or maintenance) (hereinafter referred to as the “Periodic Fee”) is agreed and the due date is not specified in the Contract, the fee shall be payable annually in advance, on 1 January of the respective calendar year. If the performance under the Contract commences or terminates during the year, WOOZ shall be entitled to a pro rata portion of the annual fee. If the Periodic Fee is agreed for a longer term, WOOZ shall be entitled to increase such fee in accordance with the consumer price index published by the Czech Statistical Office for the preceding calendar year, with effect from the first day of the month following the month in which such index is officially announced. The month in which the Contract providing for the Periodic Fee was concluded shall serve as the base reference month. If the consumer price index is not published, an index derived from it or most closely corresponding to it shall be applied. WOOZ shall also be entitled to adjust the Periodic Fee for the reasons set out in Section 3.3 of these T&C.

3.8 Travel expenses, daily allowances, accommodation costs, and packaging costs shall be invoiced separately in addition to the Periodic Fee. Time spent travelling to and from the Contractual Partner shall be considered working time.

3.9 If the Contractual Partner is more than 30 days in default with payment for the provided performance, WOOZ shall be entitled to suspend the performance of its obligations towards the Contractual Partner until the overdue amount has been paid and/or to claim a reasonable extension of the delivery period for all other performance; WOOZ shall further be entitled to demand payment for performance already rendered (including partial performance) under other contracts concluded with the same Contractual Partner (so-called acceleration of WOOZ’s receivables) and/or to exercise its right to withdraw from the contract in respect of which the payment default has occurred. Notwithstanding Section 1913 of the Civil Code, it is agreed that WOOZ shall be entitled to suspend or refuse performance under the Contract or on any other legal grounds, or to withdraw therefrom, even if the other party has failed to duly and timely fulfil a debt arising from the same or another legal ground.

4.1 If WOOZ has undertaken under the Contract to deliver the Product, installation of the Product shall not be included. WOOZ shall be obliged to deliver the Product as specified in the Contract.

4.2 If the Contractual Partner requests installation work beyond the originally agreed scope, the Contractual Partner shall be obliged to pay the installation costs in accordance with the applicable price list, unless otherwise agreed in writing.

4.3 If the Contract provides for the delivery of the Product including its installation, the installation costs shall be included in the agreed price. If a warranty is agreed, any repair or replacement of the Product shall, in such case, also include the costs of transportation and installation of the Product.

4.4 The costs of storing materials required for performance at a location other than WOOZ’s premises shall be borne by the Contractual Partner.

4.5 Unless otherwise stipulated in the Contract, the costs of packaging and its proper disposal are included in the price. The costs of proper disposal, as well as the costs of materials and/or waste generated during the performance at a location other than WOOZ’s premises, shall be borne by the Contractual Partner.

5.1 WOOZ’s delivery periods shall be binding if agreed in the Contract. Unless otherwise stipulated in the Contract, the period for performance shall commence on the date of conclusion of the Contract.

5.2 Delivery of the goods by WOOZ shall be deemed fulfilled, and the risk of damage shall pass to the Contractual Partner, in the case of expressly agreed personal delivery by WOOZ directly to the Contractual Partner, at the moment the Product is handed over to the Contractual Partner against signature of the delivery note (personal collection) or, in the case of a Product including installation, against signature of the handover and acceptance protocol at the place agreed in the Contract. If personal delivery and acceptance have not been expressly agreed, delivery shall be deemed fulfilled and the risk of damage shall pass to the Contractual Partner upon handover of the Product to the first carrier for transportation to the Contractual Partner.

5.3 If WOOZ is not obliged to deliver the Product to a location specified in the Contract or by a specified method (carrier), the Contractual Partner shall be obliged to collect the Product at WOOZ’s registered office. In such case, the obligation to deliver the Product shall be deemed fulfilled at the moment WOOZ enables the Contractual Partner to dispose of the Product at this address and notifies the Contractual Partner that the Product is ready for dispatch. At this moment, the risk of damage to the Product shall pass to the Contractual Partner.

5.4 If handover or dispatch of the Product is delayed at the request of the Contractual Partner, WOOZ shall be entitled to charge storage fees amounting to 0.5% of the Product price for each commenced month from the date of notification that the Product is ready for dispatch. Storage fees shall be capped at a total of 10% of the contractual price of the Product, unless higher costs are demonstrably incurred. The Contractual Partner shall be obliged to pay the storage fees upon request.

5.5 If the Contract stipulates that the Contractual Partner is required to fulfil certain obligations prior to delivery of the Product and/or installation (e.g. to provide WOOZ with documentation, plans, drawings necessary for the manufacture of the Product, relevant permits and approvals, or to make payment), the delivery period shall commence only on the date these obligations have been fulfilled. Unless otherwise stipulated in the Contract, WOOZ shall not be obliged to perform prior to the fulfilment of such obligations.

5.6 If, for any reason, the Contract is amended or supplemented after its conclusion and no new delivery period is agreed, a new delivery period shall commence from the beginning in the same duration as originally agreed.

5.7 If WOOZ is prevented from fulfilling its obligations due to unforeseeable or unavoidable circumstances beyond WOOZ’s control, official measures or interventions, energy supply issues, the failure of difficult-to-replace subcontractors, strikes, disruption of transport routes, delays in customs clearance, or force majeure, the delivery period shall be extended to a reasonable extent. It shall be irrelevant whether such circumstances occur at WOOZ itself or at any of its suppliers or subcontractors. WOOZ shall inform the Contractual Partner without undue delay of such impediment and the expected duration of the inability to perform. Any claim of the Contractual Partner for damages shall be excluded.

5.8 If performance of the Contract is prevented by an impediment not attributable to WOOZ, which could not have been foreseen, arose independently of WOOZ’s will, and cannot be overcome even with reasonable efforts and means, the Contract shall be deemed void ab initio. Any claim of the Contractual Partner for damages shall be excluded.

5.9 If WOOZ has already provided partial or advance performance, WOOZ shall be entitled to invoice such partial or advance performance accordingly. If delivery on call has been agreed, the subject of performance shall be deemed called off no later than six months after the order has been placed.

5.10 The Contractual Partner shall be obliged to accept early or delayed deliveries within a time tolerance customary in commercial practice in the relevant industry. Partial deliveries shall be permitted.

6.1 Dispatch, loading and unloading, as well as transportation, shall in all cases be carried out at the risk of the Contractual Partner.

6.2 The Contractual Partner approves any appropriate method of shipment. The selection of the shipping route and the carrier shall be at Aptec’s discretion.

6.3 Transport insurance shall be arranged only upon the written request of the Contractual Partner.

6.4 Unless otherwise stipulated in the Contract, WOOZ shall be entitled, prior to dispatch of the Product, to require the Contractual Partner to pay packaging and shipping costs as well as the purchase price in advance, or to pay the purchase price cash on delivery, if the financial standing of the Contractual Partner deteriorates or if the credit limit agreed with WOOZ is exceeded.

7.1 WOOZ aims to remedy any identified defects as quickly as possible and to the satisfaction of the Contractual Partner.

7.2 WOOZ shall be liable for any defect that the Product has at the moment the risk of damage to the Product passes to the Contractual Partner, or that is caused by a breach of WOOZ’s obligations during installation of the Product.

7.3 WOOZ shall not be liable for defects in the goods that the Contractual Partner could have identified at the time of conclusion of the Contract by exercising due professional care.

7.4 If, in accordance with the Contract, items or documentation (plans, drawings, etc.) provided by the Contractual Partner are used in the manufacture of the Product, WOOZ shall not be liable for defects in the Product caused by the use of such items, provided that WOOZ could not have identified their unsuitability for the manufacture of the Product even with due professional care, or if WOOZ notified the Contractual Partner in writing of such unsuitability and the Contractual Partner nevertheless insisted on their use.

7.5 The Contractual Partner shall inspect the Product as soon as reasonably possible, no later than three weeks after the risk of damage has passed. If acceptance of the Product in the presence of both Parties has been agreed, defects that could have been identified during such acceptance may not be claimed. In all cases, the goods must be inspected and any identified defects reported before any further processing of the delivered Product or its mixing or incorporation with another item. Any claim must include a precise description of the identified defects and must be submitted in writing by registered mail and simultaneously by fax or electronically (e-mail).

7.6 If the Contractual Partner discovers defects in the Product, it shall notify WOOZ thereof in writing without undue delay.

7.7 The Contractual Partner shall be obliged to prove the existence of the defect at the time the risk of damage to the Product passed, the time of its discovery, and the timely submission of the claim.

7.8 WOOZ shall remedy any defect in the Product that becomes apparent within 24 months in the case of movable items (Product and installation, if agreed) and 36 months in the case of immovable property, unless agreed otherwise (hereinafter referred to as the “Warranty”). The warranty period shall commence on the date of delivery of the Product. In the event of default by the Contractual Partner in monetary performance, in particular in payment of the Product price, the Warranty shall terminate as of the date such default occurs. The application of Section 2108 of the Civil Code is hereby excluded.

7.9 The Warranty shall be excluded if the technical equipment at the Contractual Partner’s premises required for connection of the Product (e.g. pipelines, cabling, utility networks) is not in technically sound and operational condition or is not compatible with WOOZ’s Products. Upon agreement, such technical equipment may be inspected by WOOZ for a pre-agreed fee.

7.10 The Warranty shall also be excluded in cases of defects arising from: improper handling or excessive loading, non-compliance with statutory regulations or operating and installation instructions issued by WOOZ; manufacture of the subject of delivery based on specifications (plans, drawings, etc.) provided by the Contractual Partner, where the defect is caused by errors in such specifications; improper installation or commissioning by the Contractual Partner or third parties; normal wear and tear of the Product; transport damage; improper storage; conditions impairing functionality (e.g. insufficient power supply), chemical, electrochemical or electrical influences; failure to perform necessary maintenance or improper maintenance of the Product; or subsequent modifications to the delivered Product or its components carried out by the Contractual Partner or a third party without WOOZ’s prior written consent.

7.11 Any defects covered by the Warranty, regardless of their nature, must be notified to WOOZ in writing without undue delay, no later than three weeks from the date the defect is discovered. If the defect is not reported in writing within this period, any Warranty claims shall lapse.

7.12 The claim must be submitted in writing, and the claimed Product must be delivered to WOOZ’s registered office. In the claim letter, the Contractual Partner shall describe the defect in the Product as precisely as possible. Shipment to and from WOOZ, as well as the return of the Product, shall be carried out at the risk of the Contractual Partner.

7.13 If delivery of the claimed Product to WOOZ’s registered office is not possible, the Parties shall agree on the place where the defect will be remedied (e.g. in the case of a Product installed at a specific location).

7.14 If requested by WOOZ and where feasible, the Contractual Partner shall not dispose of or otherwise handle the Product subject to the claim without the Seller’s consent from the time the claim is made until the completion of the claims procedure.

7.15 Upon receipt of the claim, the Parties shall agree on a time limit for remedying the defect. This period shall be set reasonably with regard to the severity of the reported defect and may be extended by WOOZ only in justified cases (e.g. the defect is more serious than originally anticipated, spare parts required for the repair are subject to longer delivery times, etc.).

7.16 WOOZ shall be entitled to carry out, or have carried out, any inspection it deems necessary to determine the defect and the possibility of its remedy. If such inspection reveals that WOOZ is not liable for the defect, the Contractual Partner shall bear the cost of the inspection at a reasonable fee, as well as all additional costs incurred in connection with the handling of the defect (e.g. transport, delivery, removal, travel expenses). At WOOZ’s request, the Contractual Partner shall provide the necessary personnel free of charge.

7.17 In the event of a defect in the Product, WOOZ shall be obliged to remedy the defect by delivering a replacement Product for the defective Product, repairing the defective Product, or granting a reasonable discount on the Product price. The method of remedy shall be governed by the relevant provisions of the Civil Code.

7.18 If the defect constitutes a material breach of the Contract, the Contractual Partner shall have the right to withdraw from the Contract. In the case of a remediable defect constituting a non-material breach of the Contract, and if WOOZ fails to remedy the defect even within a reasonable additional period, the Contractual Partner shall have the right to withdraw from the Contract.

7.19 WOOZ’s Products are CE compliant. WOOZ shall not be liable for any damages arising from the fact that components of a WOOZ district heating transfer station, which are declared by the supplier to be CE compliant, do not contain subcomponents that are CE compliant. WOOZ’s liability for any such damages is hereby excluded.

7.20 WOOZ shall be liable for incorrect calculation of the amount of heat due to a defective heat meter supplied by WOOZ only in cases of intentional misconduct. Liability for damages shall be limited to a maximum amount of CZK 50,000 per entire order.

8.1 Unless the due date is specified in the Contract, payment shall be due within 14 days from the date the invoice is delivered to the Contractual Partner.

8.2 Payment by the Contractual Partner shall be deemed timely if WOOZ is able to dispose of the funds (i.e. if paid in cash or credited to WOOZ’s account). Any additional payment details, such as information stated on transfer documents, shall be non-binding.

8.3 In the event of default by the Contractual Partner in making payment, default interest shall accrue at the rate of 0.1% of the outstanding amount for each day of delay. WOOZ shall be entitled to claim from the Contractual Partner in default any reasonable and necessary costs incurred as a result of the delay in payment (e.g. costs of each reminder letter issued by WOOZ, except for the first one, in the amount of CZK 500, and legal representation costs in accordance with the applicable attorney tariff). The Contractual Partner shall be obliged to pay the default interest and the incurred costs to WOOZ upon request.

8.4 The assertion and payment of default interest shall not prejudice WOOZ’s right to claim damages arising from the Contractual Partner’s failure to fulfil its monetary obligation. The application of Section 1971 of the Civil Code is hereby excluded.

8.5 Final and partial final invoices must not contain any reservations regarding additional claims for the performance provided. Any such reservations made nevertheless shall be invalid.

9.1 The exercise of a right of retention and the defense of non-performance by the Contractual Partner in the case of alleged defects is excluded. Set-off of receivables or claims for price reduction by the Contractual Partner shall be permitted only if such receivable has been finally adjudicated by a court or expressly acknowledged in writing by WOOZ. Otherwise, the Contractual Partner shall not be entitled to set off its receivables against WOOZ against WOOZ’s receivables.

9.2 The Contractual Partner shall not be entitled to assign any receivables against WOOZ or any rights arising from the contractual relationship with WOOZ without WOOZ’s prior written consent.

9.3 Notwithstanding Section 1986 of the Civil Code, it is agreed that WOOZ shall be entitled, for the purpose of set-off against a receivable of the Contractual Partner acquired from a third party, to use any receivables that WOOZ had, at the time it was notified of the acquisition of such receivable by the Contractual Partner, against any of the previous creditors of that receivable. Set-off of a receivable under this Contract shall take effect upon written notice from the Supplier sent to the Customer. The notice shall specify the amount set off and the circumstances of the set-off. The Parties expressly agree to exclude the possibility for the Contractual Partner to unilaterally set off its receivables against WOOZ that would otherwise be eligible for set-off. In accordance with the foregoing, the Contractual Partner shall not be entitled to set off, withhold, or reduce instalments or any other payments related to the Contract, even in the case of claims arising from liability for defects or other counterclaims. This paragraph shall remain effective even after withdrawal from or other termination of the Contract.

9.4 Notwithstanding Sections 1932 and 1933 of the Civil Code, the following is agreed:
Payments received from the Customer may be applied by WOOZ towards its receivables from the Contractual Partner in the following order:
• ancillary claims, contractual penalties, and collection costs
• all of its claims against the Contractual Partner, in particular claims for
• damages, lost profit, unjust enrichment, etc.
• receivables for payment of the contract price.

9.5 If the same Contractual Partner owes WOOZ several debts arising from different contractual relationships and, at the latest at the time of performance, the Contractual Partner as debtor does not specify to which debt the performance relates, or such specification is unclear, WOOZ as creditor may apply the received performance to the debts of the Contractual Partner that are unsecured or least secured, arising from any contractual relationship, in accordance with the order set out above. Sections 1932 and 1933 of the Civil Code shall not apply.

9.6 WOOZ shall at all times be entitled to set off any of its receivables, whether due or not yet due, against any receivables of the Contractual Partner, whether due or not yet due, including in the event of withdrawal from the Contract; this right of set-off shall also apply to any claims arising from unjust enrichment.

9.7 Notwithstanding Section 1982(1) and Section 1987 of the Civil Code, the following shall apply:
WOOZ shall be entitled to set off its receivables against those of the Contractual Partner even if WOOZ is not yet entitled to demand their performance;
WOOZ shall be entitled to set off its receivables also against receivables of the Contractual Partner that are not yet due for performance;
WOOZ shall also be entitled to use for set-off its receivables that are uncertain or not yet precisely determined.

9.8 Section 1990 of the Civil Code shall not apply, and the Contractual Partner shall have no claim for damages arising from the fact that, as a result of set-off, it does not receive performance at the designated place or is unable to perform at the designated place. WOOZ shall not be liable for any such damages.

10.1 Title to the delivered goods shall remain with WOOZ until full payment of the purchase price (the date of receipt of payment shall be decisive) and settlement of any other receivables owed by the Contractual Partner.

10.2 The Contractual Partner shall be entitled to use the Product subject to retention of title solely for its own purposes and shall not resell it or pledge it to any third party.

10.3 If, in the interim, the Product is disposed of (processed, etc.), the Contractual Partner shall be obliged to assign to WOOZ its claims against the third party (e.g. claims arising from resale to its customer). The Contractual Partner shall notify the third party of such assignment. Upon request, it shall provide WOOZ with all documents and information necessary to assert the assigned receivables and claims. Any costs incurred in exercising WOOZ’s rights under the retention of title shall be borne by the Contractual Partner.

10.4 WOOZ shall be entitled to demand the immediate return of delivered but unpaid goods if the Contractual Partner fails to duly and timely fulfil its payment obligations, or if insolvency proceedings are initiated against the Contractual Partner’s assets, dismissed due to lack of assets, if the Contractual Partner suspends its payments, or attempts to reach an out-of-court settlement with its creditors. Repossession of the goods by WOOZ shall not be deemed withdrawal from the Contract unless expressly agreed in writing. In the event of repossession of goods delivered under retention of title, WOOZ’s right to claim damages due to non-payment shall remain unaffected.

10.5 For the purpose of securing its receivables arising from any relationship with the Contractual Partner, WOOZ shall have the right to retain products and goods until all due receivables arising from any contractual relationship with the Contractual Partner have been settled in full. For the exercise of this right, WOOZ shall be authorized to enter the premises used by the Contractual Partner for its business activities and to take possession of the reserved Product.

11.1 The Contractual Partner shall be responsible for ensuring that any design data, drawings, models, or other specifications provided for production do not infringe the rights of third parties. The Contractual Partner is obliged to verify whether such design data, drawings, models, specifications, documentation, etc., are subject to any existing intellectual property rights of third parties. If a claim is asserted against WOOZ due to the infringement of such rights, the Contractual Partner shall take all necessary steps to protect WOOZ and shall indemnify WOOZ for all financial costs and damages incurred as a result of the enforcement of third-party rights.

11.2 Software and implementation documentation (e.g. plans, drawings, and other technical documentation) belonging to WOOZ, as well as samples, catalogs, brochures, illustrations, etc., shall remain the intellectual property of WOOZ and shall be protected by copyright and industrial property rights. Any reproduction, distribution, imitation, modification, or other use not expressly permitted shall be prohibited.

12.1 The Parties undertake to maintain confidentiality regarding the existence of contracts concluded between them
and the performance provided in connection therewith, and not to disclose in their marketing or promotional materials any information about the business relationship between the Parties without the prior written consent of the other Party.

12.2 The Parties undertake not to disclose to third parties any documents (including, without limitation, samples, specimen parts, drawings, specific product descriptions, or processes) and to store them in such a manner as to prevent access by third parties. This shall not affect our right to present our goods to the extent that such presentation does not include information derived from your documents.

12.3 The Parties undertake to treat all non-public commercial and technical materials and information of the other Party, the content of which they become aware of in connection with their business relationship, as the trade secrets of the respective Party. Each Party shall be obliged to bind its subcontractors to the same extent as set out in the preceding sentence.

12.4 The Parties undertake to protect and maintain confidentiality regarding the personal data of the other Party and to process such data exclusively for the purposes of administering the mutual contractual relationship, in accordance with the applicable data protection legislation.

Tyto OP jsou součástí uzavřené smlouvy.

13.1 The Contract may be withdrawn from in the cases provided for by the mandatory provisions of the Civil Code, for the reasons set out in the Contract or these T&C, and in the event that the other Party enters into insolvency proceedings or such insolvency proceedings are dismissed due to lack of assets.

13.2 WOOZ shall be entitled to withdraw from the Contract if delivery of the Product is not possible due to reasons attributable to the Contractual Partner and the delay persists even after an additional grace period, or if the Contractual Partner fails to fulfil its statutory or contractual obligations towards WOOZ. WOOZ shall also be entitled to withdraw from the Contract if there are reasonable doubts regarding the creditworthiness of the Contractual Partner and, upon WOOZ’s request, the Contractual Partner fails to provide an advance payment or adequate security prior to WOOZ’s performance.

13.3 Withdrawal must be made in writing and addressed to the address of the respective Party stated in the Contract. If multiple addresses are specified, the registered office of the Party shall be decisive.

13.4 The legal relationships between WOOZ and its Contractual Partners shall be governed by the laws of the Czech Republic. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

13.4 The legal relationships between WOOZ and its Contractual Partners shall be governed by the laws of the Czech Republic. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

13.6 Should the Parties fail to resolve any disputes amicably, the courts of the Czech Republic shall have jurisdiction. The court of local jurisdiction for proceedings at first instance shall be the District Court in Znojmo; where jurisdiction lies with regional courts, the Regional Court in Brno shall have jurisdiction.

13.8 Unless otherwise specified, the requirement of written form shall be deemed fulfilled if made by e-mail, registered mail, personal delivery, or courier service. If a responsible person is designated in the Contract, documents must be addressed to that person. Written communication shall be deemed delivered in the case of (a) e-mail communication, upon receipt of personal confirmation of delivery by the other Party, (b) personal delivery or courier service, upon receipt of the recipient’s confirmation of delivery, and (c) registered mail, on the date stated on the delivery confirmation.

13.9 If the requirement of written form and delivery has been complied with, the receiving Party shall be deemed to agree with the content of the delivered documents unless it raises objections within 14 days of receipt.

13.10 The Parties shall notify each other in writing without undue delay of any changes to their business name, registered office, legal form, responsible person, place of performance, or other relevant information. If such changes are not notified to the other Party, the information stated in the Contract shall be deemed decisive.

13.11 If, when using a method of communication, a Party receives illegible or incomplete documents, it shall notify the other Party of this fact in writing without undue delay (within three working days) and shall refrain from acting on the basis of such documents until a response has been received.

13.12 If any provision of these T&C or the Contract is or becomes or is found to be invalid or unenforceable, this shall not affect (to the maximum extent permitted by applicable law) the validity and enforceability of the remaining provisions of the T&C or the Contract. In such cases, WOOZ and the Contractual Partner undertake to replace the invalid or unenforceable provision with a valid and enforceable provision that, to the greatest extent possible and permitted by law, reflects the original intent and legal effect of the provision to be replaced.

13.13 Tyto OP nabývají platnosti a účinnosti dnem 08.09.2025.

WOOZ International s.r.o.