Business Conditions and Terms of HPST, s.r.o.

These Business Conditions and Terms govern mutual rights and obligations between HPST, s.r.o. (hereinafter HPST) and the Customer arising from the purchase contract, contract for work or service contract (hereinafter Contract).

These Business Conditions and Terms form an integral part of each Contract. Provisions diverging from the Business Conditions and Terms may be agreed in the Contract, and divergent provisions in the Contract will take precedence over the provisions of the Business Conditions and Terms.

1. Contract

The Contract may be concluded by signing the Contract on a single document or by making a written order (proposal to conclude the Contract) by the Customer and its written approval (acceptance) by HPST. Orders for consumables and services may also be made by fax, electronic mail or electronic order through the order e-shop (https://eshop.hpst.cz), or by telephone and at the same time by electronic mail. HPST accepts device orders and Contracts solely as written originals signed by Customers´ statutory representatives or their authorized representatives. Individual Contracts are concluded at the moment of signing the Contract by the statutory representative of HPST or by the approval of a written, fax or electronic order by HPST employees.
Any modifications to the concluded Contracts will be approved in writing by both parties; the Customer will bear any additional costs and price increases in the event of modifications to the contractual conditions initiated by Customer.
HPST will immediately notify the Customer of any model changes or product innovations during the execution of the Contract. If these changes do not reduce the parameters of the goods or increase their final price, HPST may make them without Customer´s written consent.
The Contract may also be concluded as a Framework Contract, whereby on the basis of individual Customer orders under the Framework Contract, HPST will supply or provide performance repeatedly or on a long-term basis. In this case, the Business Conditions and Terms agreed in the Framework Contract and these Business Conditions and Terms will apply to the Customer's orders under the Framework Contract.

2. Offer and Price

An offer made by HPST and addressed to the Customer usually contains specification of the basic terms of the Contract, in particular the price of goods or services. Only this price information is binding. Unless otherwise stated, offers are valid for 30 days from their issue.
Offers are signed by a sales representative of HSPT who processes the offer. If more information about the price is needed, if not included in the offer, HPST sales representative will assist.
On the basis of the offer, a Contract is subsequently concluded or an order is placed by the Customer. If the offer contains specification of the goods or services, their price, place, time and method of performance and this is accepted by the Customer unconditionally during its validity, the Contract is concluded.
Prices are always stated without VAT, if necessary, VAT is shown as a separate item. When invoices are issued, VAT is added to the prices specified in the invoices in accordance with the laws valid on the day of taxable supply.
The resulting price of the goods is final and includes transport, insurance and other expenses incurred in transporting the goods to their destination. In certain cases, the price also includes service - installation, familiarization, training, etc.
The price of electrical equipment and devices and IT technology includes the recycling fee of the REMA system (www.remasystem.cz). A copyright fee is included on the Recording Media.
The final price (purchase, work or service) is specified in the Contract.

3. Delivery of Goods

Goods are delivered to the destination and on the date specified in the Contract. Along with the shipment, the Customer receives a detailed delivery note with a description and quantity of delivered goods or services. HPST is liable for loss or damage of goods until they are handed over to the Customer by the carrier. The Customer confirms receipt of goods by signing the transport documents. At this stage, the Customer confirms that the shipment has the number of packages (boxes, pallets, etc.) corresponding to the transport document and that it is not clearly damaged.
In the case delivery of consumables or goods that do not require installation by an HPST service technician, the Customer himself performs a detailed inspection of each item of the shipment and immediately informs HPST of any obvious defects or deficiencies. In such cases, it is necessary to file a complaint with HPST no later than five business days after receipt of the shipment by the Customer from the carrier. HPST will not accept later complaints.
In the case of delivery of goods requiring installation by an HPST service technician, the Customer will not unpack the shipment upon receipt from the carrier. The HPST service technician will perform a detailed acceptance of the goods together with the Customer and record any defects and deficiencies in the HPST installation report.
Unless otherwise agreed, HPST will deliver the subject of performance in quality and make appropriate to the purpose for which the subject of performance is usually used. Therefore, the Customer is obliged to communicate any specific requirements for the subject of performance until the order confirmation - the conclusion of the Contract.
In case of purchase according to a sample, the quality and make of the sample which the Customer is obliged to inspect without undue delay, is always decisive,.
Technical documentation – user manuals – are supplied in English and Czech.
Declaration of conformity under the provisions of Act No. 22/1997 Coll., on technical requirements for products and amending and supplementing certain acts, as amended, is a part of the delivery of devices.
The risk of damage to the item (goods) sold passes onto the Customer when the goods are handed over to the Customer.
In case the Customer arranges the transport of goods himself outside the territory of the Czech Republic, the Customer is obliged to submit HPST without undue delay the necessary documents pursuant to Article 45a, paragraph 1, letter (b), paragraph 3 of the Council Implementing Regulation (EU) No 282/2011 of 15 March 2011 laying down implementing measures for Directive 2006/112/EC on the common system of value added tax (recast), as amended, and also provide HPST with all necessary cooperation in this matter.

4. Payment Terms, Business Information

The price is payable upon delivery of the goods, work or service to the destination, usually based on an invoice issued by HPST. The invoice maturity, unless otherwise specified, is 14 days for consumables, service parts, services and goods not listed below, 21 days for analytical systems and configurations. Invoices contain all the particulars of a tax document pursuant to Act No. 235/2004 Coll., on value added tax, as amended. The Customer becomes the owner of the goods on the day of their full payment. Confirmation of the Customer's financial institution that a wire transfer to HPST account has been made is proof of payment.
HPST is entitled to request a deposit (advance payment) from new Customers, Customers who repeatedly fail to meet the agreed maturity of invoices, or if performance requirements are not standard. The delivery period in these cases commences after the Customer has paid the deposit.
The Customer is not entitled to transfer any rights and obligations arising from or in connection with the Contract to a third party, in particular to assign any claim from HPST without prior written consent of HPST.
The Customer is not entitled to make any unilateral offsets, deductions or deferrals against HPST's claims without agreement with HPST, regardless of any ongoing disputes or asserted claims.
HPST does not consent to the assignment of any Contract or any part thereof to a third party.

5. Installation of Devices, Warranty, Training

If the delivery of goods includes installation, it is carried out at the Customer's request, but no later than 30 days after delivery of the goods. The Customer is obliged to provide HPST with the necessary cooperation to install the goods. The warranty for Agilent Technologies devices and their accessories is 24 months from installation, the warranty for devices from other manufacturers is governed by the warranty rules of these manufacturers and may be specified during Contract negotiations. Unless otherwise stated, the warranty for third-party devices is normally 12 months from installation. Consumables and spare parts are warranted for 3 months after delivery. If the installation is not carried out within 30 days after delivery of the goods, the Customer may request a deferral - extension of the warranty - upon agreement with HPST sales staff. In the event of a delay in the installation caused by the Customer which was not justified in writing, the warranty period starts automatically on the day of delivery to the place of performance.
The warranty does not cover defects in consumables and goods caused by improper use of the goods, in particular by improper connection of goods to other devices, use of unsuitable consumables on goods, inadequate maintenance of goods, modification of goods not approved by HPST or breach of warranty label etc.
The warranty does not cover the suitability of the goods for a certain special use.
HPST will only be liable under the warranty provided for the removal of a defect that renders the subject of performance unusable or its applicability is very limited due to the occurrence of a defect and which occurs as a result of defects in the material used or production error.
The Customer is obliged to notify HPST of any defects within the warranty period and immediately after they have been discovered or when they could have been identified with due care. The Customer is obliged to hand over the claimed goods clean and harmless in terms of health safety. Health safety is declared by a decontamination form (available from HPST on request). Otherwise, HPST reserves the right not to accept the claimed goods. The Customer is informed about the result of the complaint no later than 2 weeks after receiving the subject of performance for complaint procedure. In case of necessary assessment of defects of goods by a producer, a complaint is usually resolved within 4 weeks.
In the event of a defect in the goods reasonably claimed by the Customer, HPST will be entitled, at its discretion, to replace or repair the defective goods.
In case of unjustified complaint (if the reported defect is not found or the defect is not covered by the warranty), the Customer is obliged to pay the costs incurred for transport and inspection or repair before the goods are returned.
Part of the installation is to verify the functionality of the device and basic familiarization with operation (familiarization). The content of familiarization is governed by HPST syllabus, which is part of the installation protocol. Installation and familiarization with operation are confirmed by signatures of both parties to the Contract.
If an external operator training is part of the delivery, it is delivered in the form of group training within the courses, which are announced by HPST during the year. The Customer may learn about the dates on the HPST website in the “Services/Training” section. The Customer registers the participant for the selected training using the web form available on the individual training website or on the website https://hpst.cz/registrace-na-skoleni-zavazna-prihlaska. Training pre-paid for within installation must be completed within 12 months of installation.

6. Warranty and Post- warranty Servicing of Devices

HPST provides post-warranty servicing of devices by trained service technicians based on Customer requirements. During the warranty period, defects are resolved in expedited manner when the defect removal is initiated at the latest within 48 hours of its reporting. Post-warranty warranty defects may be solved within Framework Service Contracts with HPST or in the form of individual Contracts (order and its approval). Service requests are received by the HPST Service Department using the web form on the page http://hpst.cz/servisni-pozadavek. If the form is temporarily out of service or the Customer does not have Internet access, the request may be reported by telephone at 725 631 863 and subsequently in writing by e-mail to servis@hpst.cz or by post addressed to HPST´s registered office. To speed up troubleshooting of Agilent Technologies products, the HPST Service Department uses the European Agilent Technologies Consulting Center and its expert database system. In certain cases, the defect may be solved by replacing the device or individual modules based on the producer´s recommendations.
Post-warranty repairs are billed as material consumed during service intervention, time spent at the Customer and travel expenses according to the valid HPST price list.
The method of removal of defects and subsequent procedure is always chosen by HPST. Service is provided in the Czech Republic/Slovakia.

7. Service Contracts, Preventive Maintenance, Qualification Services

HPST concludes framework service agreements with the Customer for both repairs during the term of the Contract, as well as for preventive maintenance and qualification services provided during this period (see Framework Contract for Provision of Service by HPST, s.r.o.). The Framework Service Contract defines how HPST Customers and HPST service cooperate in the provision and use of HPST service, including the sale of service parts and consumables as part of the service, and is available on request from HPST Sales and Service Departments.
The prices of preventive maintenance and qualification services include transport, issue of protocols and qualification documents. Preventive maintenance and qualification services prices do not include material costs as well as repair costs related to maintenance of the identified defects. In this case, the repairs of defects are classified as special paid repairs based on an individual order.
Qualification services evaluate the current state of the system based on performed tests and provide the user with information as to whether or not the system in question meets the required technical specifications. The qualification service does not replace repair or regular preventive maintenance recommended by the producer.
Date of performance - in the case of a Service Contract service intervention is started within two days (48 hours) following defect reporting. In the case of preventive maintenance and qualification services, the activity is planned together with the Customer to meet the deadlines set by the Customer. The Customer submits requests for the date of qualification services to HPST at least 10 business days prior to the required date.
HPST Service Department accepts orders for service on weekdays: Monday - Thursday, 8:30 am - 5:00 pm; Friday, 8:30 am - 3:00 pm.
Customers report malfunctions or send requests for the date of qualification services using the web form on the page http://hpst.cz/servisni-pozadavek. If the form is temporarily out of service or the Customer does not have Internet access, the request may be reported by telephone at 725 631 863 and subsequently in writing by e-mail to servis@hpst.cz or by post to HPST´s registered office address.
HPST is authorized to issue device certificates for audits and laboratory control bodies within regulated environment under SOP Agilent Technologies or other laboratory device manufacturers included in this Contract. Customer - responsible person according to Article II. 1 of Service Contract – receives the original certificate for the performed qualification service confirmed by the responsible or authorized representative of the Customer and HPST service technician, who performs the qualification service.
A report on the performed service intervention, the so-called service order (SO) at the end of each service visit. The SO is issued and handed over to the person accepting the service activity either in paper form or is sent electronically (by e-mail).

8. Penalties

In the event of Customer's default with any payment, late interest at 0.05% of the amount due for each calendar day of delay, but no more than 5% of the total price, will be charged. The payment obligation is met by crediting the outstanding amount to the HPST account. In the event of a delay by HPST in the delivery of goods under the Contract, the Customer is entitled to charge HPST a contractual penalty of 0.05% for each day of delay, but no more than 5% of the total price of the undelivered goods.
HPST is entitled to suspend the performance of its obligations under the Contract if the Customer is in default with any payment under the Contract or these Business Conditions and Terms until it is fully paid. HPST is not in delay if the Customer is in default with the payment of the amount due or with the fulfillment of any of its obligations under the Contract or these Business Conditions and Terms or with the provision of the necessary cooperation necessary to fulfill HPST's obligation.
If the Customer is in default with payment of the price or part thereof, the Customer is obliged to allow HPST to exercise its ownership rights to the subject of performance, i.e. in particular to inform HPST where the subject of performance is located, allow HPST to access the subject of performance and collect it.
All discounts on the price of goods, works or services are provided subject to compliance with the agreed maturity dates. If the Customer is in default with any monetary obligation, on first day of the default the Customer will lose any entitlement to all discounts on price of the subject of performance.
If the Customer is in default with its partial payment obligation (installment), the entire remainder of the outstanding obligation (price of the subject of performance) becomes immediately payable.

9. Force Majuere

Neither party will be liable for failure to fulfill its contractual obligations as a result of Force Majeure. For the purposes of this Contract, Force Majeure means cases which are independent on the parties and the parties may not influence them. If Force Majeure lasts less than six (6) months, performance of obligations will be extended for the duration of Force Majeure. If Force Majeure lasts longer than six (6) months, it is necessary to resolve the situation by mutual agreement between the Customer and HPST.
In the event of Force Majeure, HPST will promptly notify the Customer in writing of such condition and its cause, as well as of its termination. Unless otherwise stated in writing by the Customer, HPST will continue to fulfill its obligations under the Contract as long as it is reasonable and is obliged to seek all reasonable alternative means of performance of the Contract that are not prevented by a force majeure event.

10. Other Rights and Obligations of the Parties

Legal relations not governed by the Contract or these Business Conditions and Terms are governed by the provisions of Act No. 89/2012 Coll., the Civil Code, as amended.
If the legal relation established by the Contract contains an international (foreign) element, the parties agree that this relationship is governed by Czech laws.

11. Personal Data Processing

For details on personal data processing rules, see the Privacy section of the HPST website http://hpst.cz/ochrana-soukromi .

These Business Conditions and Terms are made in Czech and English languages, and in case of discrepancies between the two versions the Czech version will prevail.

In Prague 4 th January 2021

RNDr. Karel Vranovský, CSc.
General manager HPST, s. r. o.