WORK AND OTHER PERFORMANCE – RADIOMEDIC AS SUPPLIER
I. Introductory provisions
These terms and conditions (hereinafter the “Terms”) apply to contractual relationships arising from a contract for work or an innominate contract (hereinafter the “Contract”) concluded pursuant to Section 2586 or Section 1746(2) of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter the “Civil Code”).
The Supplier is RadioMedic s.r.o., Company ID No.: 28389638, VAT ID No.: CZ28389638, with its registered office at Řež 289, 250 68 Husinec, registered in the Commercial Register kept by the Municipal Court in Prague, Section C, File 138104 (hereinafter the “Supplier”).
The Client is the person named as the recipient of the performance or as the customer in the Contract (hereinafter the “Client”).
The Client and the Supplier are hereinafter also referred to in the Terms as the “Parties”.
The Terms form part of the Contract. Diverging arrangements in the Contract take precedence over the wording of the Terms.
II. Subject of performance
The Supplier is obliged to provide the performance specified in the Contract at its own cost and risk, with professional care and in accordance with the Client's instructions, in the scope and quality and on the other terms specified by the Contract.
The performance includes (according to the specification set out in the Contract, or according to the nature of the performance), in particular:
the making of the work or the provision of other performance;
transport to the place of performance;
the handover of all documents needed for taking over and using the performance, documents proving the quality parameters of the performance, and documents relating to the performance within the meaning of the legislation.
III. Price
The price for providing the performance is set out in the Contract.
The price includes all costs of the Supplier necessary for the proper and timely performance, including the costs of the activities set out in clause 2.2 of the Terms.
IV. Payment terms
The Supplier is entitled to issue a tax document for the price only once the proper provision of the performance has been confirmed pursuant to clauses 5.3 and 5.4 of the Terms; the protocol must be an annex to the tax document.
Unless the due date is stated in the Contract, the price is payable thirty (30) calendar days from the date of delivery of the invoice to the Client. A monetary obligation is deemed fulfilled at the moment the relevant amount is credited to the Supplier's account.
The tax document must have the particulars laid down by the relevant legislation. If the tax document does not have the required particulars, the Client is entitled, within the payment period, to return the tax document to the Supplier stating the defects of the tax document. On delivery of a new tax document to the Client, a new payment period begins to run.
Payments will be made by non-cash transfer to the Supplier's bank account stated in the Contract. This bank account of the Supplier must be a bank account maintained with a domestic payment services provider and published in a manner allowing remote access pursuant to Section 96(2) of Act No. 235/2004 Coll., on value added tax, as amended (hereinafter the “VAT Act”). The Parties have agreed that a change of the Supplier's bank details and account number may be made only by a written amendment to the Contract or by a written notice demonstrably delivered by the Supplier to the Client no later than together with the relevant invoice.
V. Place and time of performance
The place of performance is the address of the Client's registered office, unless the Contract provides otherwise. The performance deadline is set out in the Contract.
Except in cases where the subject of the performance (repairs, maintenance, modifications) is an item owned by the Client, the risk of damage to the subject of the performance and title to it pass to the Client at the moment the performance is duly handed over to the Client.
A protocol signed by the Parties will be drawn up on the handover, in which they will confirm whether the performance was duly provided and all activities forming part of the performance pursuant to clause 2.2 of the Terms were carried out, or whether the performance contains defects. If defects of the performance are found on handover, the Supplier is obliged to remedy the defects within fifteen (15) calendar days, unless the Parties agree a different period in the protocol (the period must be stated in the protocol). The Client is not obliged to take over defective performance.
The performance is deemed duly completed only at the moment a protocol is drawn up confirming that the performance and all parts of the performance pursuant to clause 2.2 of the Terms were provided without defects.
The performance may also be handed over in parts, if the nature of the performance allows this and if the Parties so agree. The provisions on handover and takeover apply mutatis mutandis to the handover of the performance in parts.
VI. Quality guarantee
The Supplier provides the Client with a quality guarantee for a period of twelve (12) months from the date of handover of the performance without defects (clause 5.4 of the Terms), unless agreed otherwise.
In a written complaint, the Client shall state how the defect manifests itself and how it requires the complaint to be settled. The Supplier is obliged to remedy the defect without undue delay from its notification, but no later than within thirty (30) calendar days from the notification of the defect, unless, given the extent and nature of the defect, a different period is agreed between the Parties.
The Supplier is not liable for defects caused by unprofessional operation or maintenance, or by use of the subject of the performance contrary to its purpose.
VII. Confidential information
The Parties acknowledge that, in performing the Contract, they may become acquainted with information that is considered confidential by the Parties (hereinafter “Confidential Information”).
For the purposes of the Contract, Confidential Information means all information, facts, data, materials or documents of any nature, whether in written, oral, electronic, visual or other form, which the Parties make available to each other in connection with the performance of the Contract and which:
are marked as confidential, secret or in a similar manner; or
can reasonably be considered confidential given their nature or the circumstances of their disclosure, even if they are not expressly so marked.
Confidential Information includes, in particular (but not exclusively), information of a commercial, financial, technical, production, organisational, personnel, legal or other nature, trade secrets, methodologies, processes and know-how, whether or not related to the integration of AI into products, services or internal processes, technological procedures, contracts, personal data, data and information about business strategies, pricing and contractual relationships concerning the provision or use of AI, or information about the use or modification of third-party models where they contain or process a Party's confidential data, and further all other facts in respect of which the Party's interest in their protection is evident. This information is considered confidential until the Parties confirm the opposite in writing.
The Parties undertake to maintain confidentiality regarding the Confidential Information of the other Party. All Confidential Information is of a confidential nature, even in cases where it cannot otherwise be considered a trade secret within the meaning of Section 504 of the Civil Code.
The Parties undertake not to further disseminate or reproduce the Confidential Information and not to make it available to a third party. The Parties further undertake not to use the Confidential Information contrary to its purpose or the purpose of its provision, for their own needs or for the benefit of third parties.
Providing Confidential Information to a third party used for the performance of the Contract is possible provided that the Party whose Confidential Information is concerned approves its provision to the given third party in writing in advance. At the same time, the Party providing the Confidential Information to a third party must bind that third party to confidentiality to the same extent as it is itself bound under the Contract; the provision of Confidential Information to a third party is possible only to the extent strictly necessary for the purposes of performing the Contract.
The Parties undertake to ensure that no leakage, publication or dissemination of the other Party's Confidential Information occurs, and to protect the secrecy of the Confidential Information. The Parties are obliged to make the maximum effort that can fairly be required of them so that the secrecy of the other Party's Confidential Information is consistently observed by its employees and by persons whom it may, in accordance with clause 7.6 of the Terms, engage under the Contract.
The obligation to comply with the provisions of Article VII of the Terms does not apply to Confidential Information which:
is publicly available at the time of its provision, or which becomes available to the public after its provision without a breach of the Contract;
the recipient of the Confidential Information is obliged to provide under the legislation or on the basis of a decision of a court or a competent public administration authority, provided that the recipient of the Confidential Information, immediately after this legal obligation arises, notifies the other Party of this fact (unless prevented from doing so by applicable legislation or a decision of a court or competent public administration authority) and takes such measures in respect of the disclosed Confidential Information as to ensure its secrecy to the maximum extent permissible under the given legislation or decision of a court or public administration authority;
will be disclosed to the public on the basis of a prior written agreement of the Parties.
The provision of information under this Contract does not establish any right to a licence, trademark, patent, right to use or disseminate a copyright work, or any other intellectual or industrial property right.
The arrangements of this Article remain in effect even in the event of termination of the Contract.
VIII. Contractual penalties, compensation for damage, withdrawal
If the Supplier fails to duly meet the performance deadline, it shall pay the Client a contractual penalty of 0.05 % of the price excluding VAT for each day of delay, even if only commenced.
If the Supplier fails to remedy defects within the set period (pursuant to clause 5.3 or 6.2 of the Terms), it shall pay the Client a contractual penalty of 0.05 % of the price excluding VAT for each day of delay, even if only commenced, and for each defect with the remedying of which the Supplier is in delay.
The arrangement on a contractual penalty is without prejudice to the Client's right to compensation for damage arising from the breach of the obligation to which the contractual penalty relates. Compensation for damage is governed by the provisions of Section 2894 et seq. of the Civil Code. The Parties hereby expressly agree on the obligation to compensate non-pecuniary harm (e.g. damage to good reputation).
A contractual penalty is payable thirty (30) calendar days from delivery of its statement to the other Party.
The Parties are entitled to withdraw from this Contract in accordance with the relevant provisions of the Civil Code. The Parties consider the following, in particular, to be a material breach of this Contract:
delay of the Supplier in providing the performance by more than thirty (30) calendar days;
repeated occurrence (i.e. at least twice) of the same defect, or a case where the performance has several defects at once;
delay of the Supplier in remedying a defect of the performance by more than thirty (30) calendar days;
breach of the obligation to protect Confidential Information set out in Article VII of the Terms.
IX. Final provisions
The Parties agree that the relationship under the Contract is governed by Czech law, in particular the Civil Code. All court disputes concerning the rights and obligations arising from the Contract will be resolved before the ordinary courts of the Czech Republic.
All disputes between the Parties arising from or related to the provisions of the Contract will always first be resolved amicably. If an amicable solution is not reached within a reasonable time, either Party will have the right to submit the disputed matter for a decision by a court.
If any provision of the Contract is considered invalid, ineffective or unenforceable, the Parties undertake to replace such invalid, ineffective or unenforceable arrangement with an arrangement whose content fulfils the intended purpose.
The rights of the Parties arising from the Contract may not be transferred or assigned to any third party without the express prior written consent of the other Party, with the exception of the sale or transfer of a business or part thereof. The provisions of this Contract are also binding on the legal successors of the Parties.
The Contract may be supplemented or amended only in the form of written numbered amendments. A change of contact persons and contact details does not require an amendment to the Contract. The change is effective upon delivery of a written notice to the other Party.
CS 