GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF GOODS AND SERVICES
Promo Direct s.r.o.

INTRODUCTORY PROVISIONS
Unless different written terms of the Purchase Agreement have been agreed, these “GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY”, issued pursuant to Section 1751 of Act No. 89/2012 Coll., the Civil Code of the Czech Republic (hereinafter referred to as the “TERMS”), govern contractual relations arising between Promo Direct s.r.o., Bartoškova 1368/4, Prague 4, 140 00, Company ID No. 24232726, registered with the Municipal Court in Prague under file No. C 200823, as the seller (hereinafter referred to as the “Seller”), and the buyer specified in the Purchase Agreement (hereinafter referred to as the “Buyer”). The Purchase Agreement is hereinafter referred to as the “Agreement”.

These Terms apply exclusively to agreements concluded between the Seller and Buyers acting as entrepreneurs in the course of their business activities. By referring to these Terms when placing an order or making any other offer or counter-offer to conclude a Purchase Agreement, the Buyer confirms that it is acting as an entrepreneur in the course of its business activities.
The websites www.promodirect.cz, www.promodirect.sk, www.promodirect.de and www.promodirect-europe.com contain substantially identical product ranges, differing mainly in their respective language versions.

The Buyer acknowledges and agrees that approval of an order via an electronic link sent by the Seller (in particular by clicking the “I approve” button or its equivalent on the relevant language version of the Seller’s website) has the same legal effect as a Purchase Agreement signed by hand and stamped in paper form.

All presentations of the Seller’s goods contained in catalogues, advertising materials or the online interface of the shop are for information purposes only and do not constitute an obligation on the part of the Seller to conclude a Purchase Agreement in respect of such goods. Section 1732(2) of the Czech Civil Code shall not apply. A Purchase Agreement between the Buyer and the Seller is concluded either by signing a document entitled “Purchase Agreement” or “Purchase Agreement – Order” by both contracting parties, or by the Buyer sending a written order to the Seller by email or post and the Seller accepting the Buyer’s order in writing by email or post, where such procedure has been agreed in a framework agreement or partnership agreement between the Seller and the Buyer.
Under the Purchase Agreement, the Seller undertakes to deliver to the Buyer the goods/item forming the subject of the purchase and to enable the Buyer to acquire title thereto, and the Buyer undertakes to accept the goods/item and pay the purchase price to the Seller.
Where the subject of performance consists solely of printing on goods supplied by the Buyer, the Agreement shall be concluded only after a sample has been approved by the Seller. The Seller is entitled to refuse to conclude an Agreement concerning printing on goods supplied by the Buyer.
The application of Sections 1765, 1766, 1793, 1798, 1799 and 1800 of Act No. 89/2012 Coll., the Civil Code of the Czech Republic, is excluded in relation to the Purchase Agreement.
The Purchase Agreement may be concluded in Czech or in another language agreed between the contracting parties. These General Terms and Conditions of Sale and Delivery were originally drawn up in Czech. Translations into other languages are provided for the convenience of international business relations. In the event of any discrepancy, inconsistency or difference in interpretation, the Czech version of these Terms shall prevail.

SUBJECT OF PERFORMANCE
The subject of performance is the supply of promotional items and gifts, with or without printing (hereinafter referred to as the “Goods”), and services specified in the Agreement, including all its annexes.

PURCHASE PRICE OF GOODS AND SERVICES (PRINTING)
Unless expressly stated otherwise, all prices stated in price lists, quotations or catalogues (hereinafter referred to as the “Catalogue”) and in these TERMS are exclusive of VAT. Unless a different price has been agreed in writing or the price has been amended during the year by a separately issued price list, the price valid on the date of conclusion of the Purchase Agreement shall constitute the applicable purchase price of the Goods and printing. Where a price list relating to the Catalogue has been issued, the purchase price of the Goods and printing shall be governed by the prices and, where applicable, the conditions stated in the price list valid on the date of conclusion of the Agreement.
The price of battery-powered Goods does not include batteries unless otherwise stated in the Catalogue. In such case, batteries must be ordered separately.
The Seller may grant an individual quantity discount on the net price of the Goods in individual orders/Purchase Agreements, depending on the total quantity or value of the Goods ordered.
The price for printing on goods supplied by the Buyer shall be agreed separately between the Buyer and the Seller outside the Catalogue price list. Any printing price stated in the Catalogue for printing on goods supplied by the Buyer is non-binding and for guidance only.

DELIVERY TIME
The delivery time is:
For orders without printing: 2–10 business days.
For orders with printing: 5–20 business days.

The Seller is entitled to extend the delivery time unilaterally during the period from October to December depending on the utilisation of its production capacity. The Seller shall inform the Buyer accordingly. Delivery times for made-to-order Goods manufactured outside the Czech Republic shall be agreed individually.

The Seller shall submit a graphic proof of the printing – the Approval Proof – to the Buyer for approval no later than 5 business days after receiving all complete printing materials from the Buyer. If the Buyer provides comments or requests changes to the submitted Approval Proof, the Seller undertakes to send the corrected proof to the Buyer for renewed approval within one business day after receiving the Buyer’s comments.
If the Buyer and the Seller agree on an express delivery time, the price of printing shall be increased as follows:
by 100% of the printing price for a confirmed delivery time of up to three business days,
by 50% of the printing price for a confirmed delivery time of four to five business days.

DELIVERY CONDITIONS
- personal collection in Psáry, Prague-West
- courier service with cash on delivery (independent carrier),
- courier service without cash on delivery (independent carrier),
- direct delivery to the Buyer for an agreed fee.
The Buyer shall pay the Seller the transport costs according to the selected delivery method. Such costs shall be shown as a separate item on the invoice.
The Seller is entitled to perform the Agreement in partial deliveries, and the Buyer is obliged to accept such partial performance.
If the Buyer is more than 10 calendar days late in accepting the Goods, whether printed or unprinted, the Seller shall request the Buyer to accept the Goods within an additional period of 14 calendar days and shall simultaneously inform the Buyer that storage charges will be applied.

PAYMENT TERMS
The Buyer undertakes to pay the purchase price for the delivered Goods and services, including any transport costs, packaging costs, surcharges and VAT.
Following mutual agreement, one of the following methods of payment shall be specified in the Purchase Agreement:
A  payment by invoice after delivery of the Goods,
B  cash payment upon delivery of the Goods,
C  payment by card upon delivery of the Goods,
D  100% advance payment including VAT,
E  cash on delivery (carrier/post),
F  advance payment + balance payable by invoice after delivery of the Goods,
G  advance payment + balance payable in cash upon collection.
If the net purchase price of the ordered Goods does not exceed CZK 10,000, only options B, C, D or E may be selected unless otherwise agreed in another agreement.
Under option D, the Purchase Agreement in electronic form, including a breakdown of all prices and VAT, shall also serve as a proforma invoice, and the Buyer shall pay the advance payment within the agreed payment deadline.
If the Buyer fails to pay the advance payment within the agreed deadline, the Buyer shall lose its entitlement to the discount pursuant to Clause 3.7(b) of these TERMS unless the contracting parties agree otherwise.
Under option A, the Seller becomes entitled to invoice the purchase price on the date on which the Goods are handed over to the Buyer or to the first independent carrier.
The purchase price is payable within 14 days from the date of issue of the invoice, but no later than 21 days from the date of delivery of the Goods. The purchase price shall be deemed paid on the date on which the full amount is credited to the Seller’s bank account.
The Seller is entitled to require payment of the relevant purchase price also in the event of partial performance of the Agreement, and the Buyer is obliged to pay the purchase price for such partial performance when due.
Title to the Goods forming the subject of each order shall pass to the Buyer only after the purchase price for the delivered Goods has been paid in full and credited to the Seller’s account.
No part of the purchase price for delivered Goods may be paid by assigning third-party claims or by setting off the Buyer’s own claims against the Seller unless otherwise agreed by the contracting parties.
The Seller sends invoices exclusively in electronic form to the email address previously agreed between the Seller and the Buyer. If the Buyer fails to notify the Seller of a change to its email address, the Seller shall not be liable for sending an invoice to an outdated email address.

CONTRACTUAL PENALTIES
If the Buyer is late in paying or completing payment of the purchase price, the Buyer shall pay the Seller a contractual penalty of 0.1% of the outstanding amount for each commenced calendar day of delay.

WITHDRAWAL FROM THE AGREEMENT
The Seller may withdraw from the Agreement if the Buyer is more than 10 calendar days late in paying an advance payment after the agreed due date. The Seller is also entitled to withdraw from the Purchase Agreement in the event of a material breach of the Agreement by the Buyer or in other cases provided for by the Czech Civil Code.
Withdrawal from the Agreement must be made in writing and must state the reason for withdrawal. Upon delivery of the notice of withdrawal, the Agreement shall be cancelled from the outset.
If the Seller withdraws from the Purchase Agreement or from part of the performance, the Buyer shall return the delivered Goods, or the part of the Goods concerned by the withdrawal, to the Seller within 7 calendar days of withdrawal.
The Seller shall not be liable for delays or inability to deliver the Goods resulting from force majeure or where the ordered Goods are not available on the market within the period requested by the Buyer. In such case, the Seller shall inform the Buyer in writing of an extended replacement delivery date or that delivery of the relevant Goods is impossible. The Buyer shall not thereby acquire any right to compensation for any resulting damage. The Buyer shall confirm its acceptance of the replacement delivery date to the Seller in writing, by post or email, within the deadline specified in the Seller’s notification. If the Buyer fails to do so, it shall be deemed to have withdrawn from the Agreement or the relevant part thereof, and the Seller shall automatically cancel the undeliverable items from the order without any further notice.
Withdrawal from the Purchase Agreement shall not affect any entitlement to payment of contractual penalties or storage charges.
If the Buyer withdraws from the Agreement before the actual delivery of the ordered Goods and services, the Buyer shall pay a contractual penalty of at least 25% of the price of the Goods in the case of Goods ordered without printing and at least 100% in the case of Goods ordered with printing where the Goods have already been printed. The Buyer shall also reimburse any transport costs already incurred.

EXTENDED PRODUCER RESPONSIBILITY (EPR) AND PPWR
For deliveries of Goods to another Member State of the European Union, the Buyer confirms that the purchased Goods are intended for onward distribution to third parties, including free-of-charge promotional distribution, and will not be used by the Buyer as an end user in the form supplied.
The Buyer acknowledges that, where it qualifies as the producer under Regulation (EU) 2025/40 of the European Parliament and of the Council on packaging and packaging waste (PPWR) in the Member State in which the Goods are further made available on the market, the Buyer is responsible for complying with the applicable extended producer responsibility (EPR) obligations in that Member State.
If the above statement does not correspond to the intended use of the Goods, the Buyer must inform the Seller thereof in writing before conclusion of the Purchase Agreement.

OTHER PROVISIONS
The minimum value of ordered Goods (excluding printing, print preparation and transport costs) for acceptance of an order is CZK 2,500 / EUR 100, unless otherwise agreed in another agreement.

If printing of the Goods is agreed in the Purchase Agreement, the Buyer shall provide the Seller with print-ready artwork either in electronic form, preferably in CDR, EPS, AI or PDF format (fonts converted to curves/outlines – vector format), or in printed form. If it is necessary to convert the artwork into electronic vector format/curves, the Seller shall charge an additional CZK 500 excluding VAT for the required graphic work. Raster images must be provided either electronically at a scale of 1:1 with a minimum resolution of 300 DPI or as a high-quality printed original at a scale of 1:1. Failure to comply with this obligation releases the Seller from liability for the quality of the printing, and the Buyer shall not be entitled to request free rectification or to withdraw from the Agreement on this ground.
If, after conclusion of the Purchase Agreement, the Seller sends the Buyer an Approval Proof of the printing artwork and the Buyer does not submit any comments, while failure to approve the proof would jeopardise the delivery date confirmed in the Purchase Agreement, the Seller is entitled to commence production in accordance with the Approval Proof sent to the Buyer even if the Buyer has not expressly approved it.

For the exercise of rights arising from defective performance, Sections 2099 to 2112 of the Czech Civil Code shall be binding on the contracting parties unless otherwise provided in the Purchase Agreement or in these TERMS.
Obvious defects must be reported by the Buyer to the Seller in writing in accordance with the Seller’s Complaints Procedure and subject to the requirements stated therein, no later than 7 calendar days after delivery of the Goods. Hidden defects must be reported immediately after discovery, but no later than 2 months after delivery of the Goods.
The Seller shall remedy accepted defects no later than 2 months after receipt of the complaint as follows:
If the delivery of defective Goods constitutes a material breach of the Agreement, the Buyer may:
request remedy of the defect by delivery of a new defect-free item or by delivery of a missing item, provided that this is not unreasonable in view of the nature of the defect; where the defect concerns only a component of the item, the Buyer may request only replacement of that component. If this is not possible, the Buyer may withdraw from the Agreement. However, where such remedy would be disproportionate in view of the nature of the defect, particularly where the defect can be remedied without undue delay, the Buyer shall be entitled to free rectification of the defect,
request removal of the defect by repair of the Goods or printing,
request a reasonable reduction in the purchase price of the Goods or printing,
withdraw from the Agreement in respect of the defective performance.
If the delivery of defective Goods constitutes a non-material breach of the Agreement, the Buyer may:
request removal of the defect by repair of the Goods or printing,
request a reasonable reduction in the purchase price of the Goods or printing.
The risk of damage to the Goods passes to the Buyer at the moment the Buyer takes delivery of the Goods from the Seller or at the moment the Seller hands the Goods over to the first independent carrier for transportation to the place of destination. When receiving Goods from a courier service or other independent carrier, the Buyer shall carefully inspect the transport packaging for damage. If the packaging is damaged, the Buyer shall record this fact in the carrier’s delivery record.
The Seller shall not be liable for damage resulting from improper use or storage of the delivered Goods.
The exercise of rights arising from defective performance of the delivered Goods shall be governed by the Seller’s Complaints Procedure, which the Buyer has reviewed prior to conclusion of the Purchase Agreement.
Where a complaint concerning defective Goods is accepted, the Seller shall compensate only the value of the Goods that have been duly claimed as defective.
The exercise of rights arising from defective performance (a complaint) regarding delivered Goods shall have no suspensive effect on the obligation to pay the purchase price by the agreed due date or on the due date of the invoice covering the complained-of Goods. The Buyer remains obliged to comply with the agreed payment deadline.
If the Buyer is more than 10 calendar days late in taking over the Goods from the Seller after the date of issue of the delivery note, a storage charge of 0.05% of the purchase price of the stored Goods, but at least CZK 50 for each day of storage, shall apply. The 11th day shall be regarded as the first chargeable storage day.
Failure to pay the price of delivered Goods within 30 days after the due date shall constitute a material breach of the Agreement.
For catalogue dimensions of Goods or their components, or dimensions of samples or their components, a tolerance of up to 10% compared with the dimensions of the actually delivered Goods or their components is permissible.
Photographs of individual products are for information purposes only and may not fully correspond to the actual Goods, particularly with regard to colour and details of execution.
The Seller reserves the right to deliver a quantity differing by up to 5% from the quantity agreed. In such case, the purchase price shall automatically be adjusted proportionally to the quantity actually delivered.
Differences in colour saturation or colour shade between the Goods actually delivered and the colour shown in the Catalogue or on a sample shall not constitute a defect in the delivered Goods.
The final colour of the printing may differ from the originally specified colour shade. Depending on the substrate, printing technology and selected colour shade, this difference may range from 0% to 15% compared with the originally specified printing colour.
Depending on the printing substrate, material, shape and printing technology, the actual printing size may differ by 0% to 10% from the specified printing size.
For printing using multi-component ink, the ink must be allowed to cure fully before the item is used normally. The curing time varies according to the product and type of ink and is stated in the information supplied with the Goods.

The Buyer also agrees to receive occasional non-binding commercial offers from the Seller by email. The email address used shall be the address provided by the Buyer in its communication with the Seller. If the Buyer wishes to stop receiving such messages, it may notify the Seller by email or unsubscribe directly using the “Unsubscribe” function contained in the relevant marketing email.

PERSONAL DATA PROTECTION
The Seller processes the personal data of the Buyer where the Buyer is a natural person acting as an entrepreneur, as well as the personal data of persons acting on behalf of the Buyer or the Buyer’s contact persons where the Buyer is a legal entity, in accordance with Regulation (EU) 2016/679 (General Data Protection Regulation – GDPR) and Czech Act No. 110/2019 Coll. on the Processing of Personal Data.
Personal data are processed primarily for the purposes of negotiating and performing the Purchase Agreement, processing orders, delivering Goods, invoicing, complying with accounting and tax obligations, handling complaints and protecting the Seller’s legal claims. The legal basis for such processing is primarily the performance of a contract or taking steps prior to entering into a contract, compliance with the Seller’s legal obligations and the Seller’s legitimate interests.
The Seller may disclose personal data to the extent necessary to carriers and providers of accounting, IT, payment, hosting and other services required for the performance of the Agreement or operation of the Seller’s business. Personal data may also be disclosed to public authorities where required by law.
Personal data are retained for as long as necessary to perform the Agreement and thereafter for the period required by applicable law or for as long as necessary to establish, exercise or defend the Seller’s legal claims.
The Seller is entitled to use electronic contact details obtained from a customer in connection with the sale of Goods or services to send commercial communications concerning its own similar products or services in accordance with Section 7(3) of Czech Act No. 480/2004 Coll. The Buyer may opt out of receiving such communications at any time and free of charge, in particular by using the unsubscribe link included in each commercial communication or by notifying the Seller.
To the extent provided by the GDPR, the data subject has the right to access their personal data, to request rectification or erasure, restriction of processing and data portability, and to object to processing based on legitimate interests. The data subject also has the right to lodge a complaint with the competent supervisory authority, in particular the Czech Office for Personal Data Protection (Úřad pro ochranu osobních údajů).
Purchase Agreements and related documentation are archived by the Seller to the extent and for the period necessary to comply with legal obligations and to establish, exercise or defend the Seller’s legal claims.

FINAL PROVISIONS
The Purchase Agreement, its validity and any consequences arising from its invalidity, as well as all rights and obligations arising from the Agreement, shall be governed by the laws of the Czech Republic, in particular the Czech Civil Code. All disputes arising out of or in connection with the Purchase Agreement shall, to the exclusion of the jurisdiction of ordinary courts, be finally settled by arbitration before the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic in Prague in accordance with its Rules by three arbitrators. One arbitrator shall be appointed by the Seller, one arbitrator shall be appointed by the Buyer, and those two arbitrators shall appoint the presiding arbitrator. The arbitration proceedings shall be conducted in the Czech language. The seat of arbitration shall be Prague. The parties undertake to comply with all obligations imposed on them by the arbitration award within the time limits specified therein. The successful party shall be entitled to reimbursement of its costs, including reasonable costs of legal representation.

LANGUAGE AND GOVERNING LAW
These General Terms and Conditions were originally drawn up in the Czech language and are governed by the laws of the Czech Republic. This English version is a translation of the original Czech version. In the event of any discrepancy, inconsistency or difference in interpretation, the Czech version shall prevail. All contractual relationships shall be governed by Czech law, including where the Buyer has its registered office outside the Czech Republic.

The contracting parties are obliged to notify each other of any change to their registered office or permanent address. A written document shall be deemed delivered on the last day of the applicable storage period even if the recipient (Buyer or Seller) has not become aware that the document was deposited, provided that the document was sent to the recipient’s last known address and the recipient failed to collect it within the storage period. A written document shall also be deemed delivered if the recipient refuses to accept it. In such case, the date of refusal shall be deemed the date of delivery.
Each contracting party is entitled to make written legal acts by means of electronic communication, including email, provided that the content of the legal act and the identity of the person making it can be established. The contracting parties undertake not to challenge or declare invalid any legal act made electronically solely on the ground that it was made in electronic form.

Valid from 12 August 2026