General Terms and Conditions

valid from 29. of November 2025

1. General provisions and definitions

1.1. Contracting parties:

The seller, Semic Trade, s.r.o., IČO: 25070185, DIČ: CZ25070185, registered in the Commercial Register of the Czech Republic in Prague, section C, file 47008, hereinafter referred to as the "supplier". The supplier is represented for the sale of goods by an authorized person who issued the offer, order confirmation or invoice or signed the contract in question (hereinafter referred to as the "seller").

The buyer is further referred to as the "customer" and is represented by the person who issued the order or signed the contract or accepted the invoice or accepted the goods on behalf of the customer.

1.2. Unless otherwise specified, business relations between the contracting parties are governed by the Business Terms and Conditions of Semic Trade, s.r.o. (hereinafter referred to as the "Business Terms and Conditions"). Provisions of the Terms and Conditions that are not in accordance with the Civil Code of the Czech Republic as amended shall be governed by the Civil Code as amended. Provisions not stated in the Terms and Conditions shall be governed by the Civil Code as amended.

 

1.3 The Standard Terms and Conditions are published by the Supplier at www.semic.cz. They are also available from the Seller and on the Supplier's publicly available media. The Customer expresses his agreement with them by any of the following options:

- provides his written consent (in the form of an order for goods or otherwise),

- does not contradict the sent order confirmation within 24 hours,

- does not return the goods specified on the invoice within 5 days after delivery,

- accepts the invoice in question.

The Customer hereby undertakes to comply with these terms and conditions for payments and orders, regardless of the conditions set out in any previous documents (order, other customer documents).

1.4. The Supplier is entitled to change the Standard Terms and Conditions at any time. Changes are notified 30 days in advance.

1.5 The customer's terms and conditions that have not been expressly agreed by the supplier as part of the contractual documentation between the contracting parties and/or are in conflict with these General Terms and Conditions of Semic Trade, s.r.o. or the purchase contract or deviate from them are ineffective to this extent, unless the supplier has expressly agreed to them in writing.

2. Preliminary offer

2.1 To issue a preliminary wholesale offer, it is necessary to send the supplier an inquiry containing, in addition to the specification of the goods:

a) for natural persons, the name and surname, address, contact telephone number and e-mail of the inquirer.

b) for legal persons and natural persons entrepreneurs, the company registration number, VAT number, registered office, address for delivery of goods if different from the billing address, contact person, contact telephone number, e-mail.

2.2 The preliminary wholesale offer (hereinafter referred to as the "offer") is valid for 7 days from its issuance, and the supplier may modify or change it before accepting the customer's order if the originally offered conditions cannot be met. The prices in the offer are stated without VAT and surcharges.

3. Offer on the e-shop

3.1 The prices offered on the e-shop are valid only for goods that are in stock and only for the current quantity of goods that are in stock until these goods are sold out. When purchasing new goods, different sales prices usually apply according to the current purchase of goods.

3.2 The amount of 0.00 CZK indicates prices that are not offered and will be offered in the order confirmation or based on demand.

3.3 Quantity discounts or sub-limit surcharges are applied to the prices stated on the e-shop. The resulting price is stated in the order confirmation. Sub-limit surcharges are 100% if the total amount for one order item does not reach 5 CZK or 50% if the total amount for one order item does not reach 10 CZK, or the equivalent in another currency.

3.4 The offer on the e-shop is not a classic online store. The information provided on the e-shop is for informational purposes only, so that the customer can properly navigate the offer of goods. For each individual delivery, the seller always sends an "Order Confirmation" (not a confirmation of the order placed), which states the sales prices including delivery dates. The purchase contract is concluded only upon acceptance of this "Order Confirmation" by the customer.

4. Acceptance, changes and cancellation of the order

4.1 The order sent must contain:

a) - for natural persons: name and surname, place of residence including postal code (address for delivery of goods, if different from the billing address), contact telephone number and e-mail address of the customer.

- for legal entities and natural persons entrepreneurs: company registration number, VAT number, company seat including postal code, address for delivery of goods including postal code if different from the billing address, contact person, contact telephone number, e-mail.

b) exact specification of the goods

c) method of delivery of goods (personal collection Prague, personal collection Zdice, personal collection Karlovy Vary, professional package delivery service Czech Post)

4.2 Acceptance of the customer's order by the supplier constitutes the conclusion of a purchase contract by both parties. If some of the goods specified in the customer's order are not sufficiently specified, the supplier will confirm the goods with the technical specifications most similar to the ordered goods. If the customer does not dispute the sent order confirmation within 24 hours, the purchase contract is considered concluded according to the supplier's confirmation.

4.3 If the customer modifies or changes the order in any way, the supplier has the right to change the prices and other previously agreed terms.

4.4 If the customer unilaterally withdraws from the order or part thereof after its acceptance by the supplier, the customer is obliged to pay the supplier a fee of 25% of the canceled amount and all costs of the supplier incurred in fulfilling the order.

5. Delivery period, delivery terms

5.1 The delivery period begins on the date of receipt of the written order. The delivery period is not part of the contract, unless expressly agreed otherwise. The supplier is not liable for any damages or costs associated with delayed delivery.

5.2 Delivery term: EXW supplier's registered office (Incoterms 2000) The goods are transported at the customer's risk and expense. In the event that the customer does not give instructions for transportation, the supplier may select a carrier. The standard method of transport, unless the weight or volume of the shipment prevents this, is via the Czech Post.

5.3 The supplier's liability for loss or damage ends at the moment of receipt of the goods by the carrier or the customer's representative, whichever occurs first.

5.4 The delivery time to the customer depends on the selected method of transport. For goods in stock, the usual delivery time within the Czech Republic is 2 to 5 days via Czech Post. The delivery time abroad depends on the type of transport selected and is between 4 and 25 days.

6. Delivery of goods

6.1 By issuing an invoice, the supplier confirms that the delivered goods comply with the specification. The invoice together with the accompanying delivery documents are proof that the delivered goods have been properly checked, handed over and fully comply with the documented and mutually agreed upon requirements, specifications and drawings that are part of the relevant order or contract (hereinafter referred to as the "specification").

6.2 A certificate of conformity of goods to a specification or a certified delivery note (warehouse document) is issued by the supplier at the customer's request and its issuance is a paid service. The customer must request the issuance of the certificate at the same time as submitting the order to the supplier. The amount of the fee for issuing the certificate will be stated on the order confirmation or on the invoice.

6.3 Unless otherwise agreed, the specification of the goods supplied is a reference to the supplier's catalogue or to the product catalogue sheet from the relevant manufacturer, valid at the time of its production, updated according to subsequent manufacturer data. This reference may be established by indicating the manufacturer and year of production. Unless the customer expressly prohibits the delivery of goods from a manufacturer other than the specified manufacturer, the supplier may fulfill the delivery with an identical product from another manufacturer.

6.4 The delivery of goods in the manufacturer's original packaging is considered complete if the discrepancy in the quantity of goods corresponds to the manufacturer's production and packaging conditions.

7. Acceptance and return of delivery, complaints

7.1 The goods are considered to have been accepted by the customer if they are accepted by the customer's representative from the supplier or from the carrier. The customer is obliged to subject the shipment and the goods to an incoming inspection immediately after acceptance.

7.2 The exact weight of the package is stated on the shipping label attached to the package. When accepting the shipment, the customer must check whether the weight of the shipment matches the weight stated on the shipping label. If the actual weight of the package does not match the weight stated on the shipping label, it is necessary to file a complaint with the carrier. If the customer discovers that any goods are missing after unpacking the package, he is obliged to submit to the seller a complete shipment with the total weight stated on the shipping label as part of the complaints procedure.

7.3 In the event that damage is found to the goods delivered by the carrier, the customer must file a claim for damage upon acceptance of the shipment. If the packaging of the shipment is undamaged and the damage to the goods was only discovered during the initial inspection, an additional claim may be made to the carrier no later than the following business day after delivery of the shipment. The person claiming the damage must also present the shipment, including the outer packaging, and allow an investigation of the extent of the damage and the circumstances of its occurrence. If the carrier does not acknowledge the claimed damage, the supplier will resolve the damage with the carrier. Without a proper claim for damage to the carrier, it will not be possible to subsequently claim damage resulting from damage to the goods during transport from the supplier.

7.4 If the customer discovers during the initial inspection a discrepancy in the quantity, type or quality of the goods compared to the specification, he shall notify the supplier of this fact in writing no later than 7 days after delivery of the shipment via a complaint protocol. The supplier has 30 days from receipt of the report to settle the claim (settle the discrepancy).

7.5 The goods must be returned by the customer only with the written consent of the supplier. After receiving the supplier's consent to return the goods, the customer is obliged to return the goods immediately in the original packaging, weight and quantity, paid for, and with a complaint protocol. Depending on the outcome of the complaint procedure, the customer will be delivered with faultless goods or a credit note will be issued. If the customer reports a technical defect in the goods, he is obliged to cooperate with the supplier in proving the defect, in particular provide the supplier with the necessary information on the use, test methods and the facts found. The complaint data will be reviewed by the supplier's technician and decide on the validity of the complaint. If, in the case of ambiguous defects, the supplier's technician is unable to decide on the validity of the complaint, the supplier will send the goods to the manufacturer for technical inspection. In the case of ambiguous defects, the complaint period is extended for the period necessary for the manufacturer to assess the validity of the complaint.

7.6 If the customer refuses to take delivery of the ordered goods without reason or returns the goods to the supplier without the supplier's consent, these goods will be stored for a maximum of 20 days at the supplier's until the customer provides instructions. After 20 days, the supplier may or may not consider the goods rejected and dispose of them at its discretion, which does not, however, terminate the customer's obligations towards the supplier.

8. Payment terms

8.1 We require payment in cash (on delivery) or by advance invoice (proforma invoice) from each new customer for the first order.

8.2 If the customer requests payment by bank transfer in the course of further business, a Purchase Agreement will be delivered to him for signature upon his request. Upon signing, the customer will be assigned a credit limit and a maturity date. The amount of the credit limit depends on the customer's turnover.

8.3 The payment terms are stated on the invoice. The basic maturity date is 10 days from the date of taxable performance of the invoice.

8.4 For overdue receivables, the customer is obliged to pay the supplier late payment fees in the amount of 0.5% of the amount owed for each day of delay or in the maximum amount permitted by law.

8.5 In the event of failure to comply with the payment terms by the customer, the supplier reserves the right to withhold further deliveries until the customer has duly paid. The supplier reserves the right to change the payment terms before sending the shipment and to request payment in advance, or to suspend or postpone the delivery or order due to the customer's lack of trustworthiness or if the customer fails to pay the previous invoice properly and on time.

8.6 Unless otherwise specified, payment will be made in CZK. At the customer's request, invoicing can also be made in EUR or USD (VAT either in foreign currency or in CZK), in which case the customer pays bank charges, unless both parties agree otherwise in writing. Prices do not include any taxes, fees, other surcharges or costs on the customer's side.

8.7 Until the purchase price, including accessories, is fully paid, the goods remain the property of the supplier.

9. Warranty

9.1 The supplier guarantees that the goods will meet the specification for a period of 180 days from the date of delivery of the goods to the customer.

For final products sold to end customers - natural persons, a warranty of 2 years from the date of sale is provided.

9.2 The warranty does not apply to goods that have been subjected to poor or incorrect handling, accident, alteration, negligent care or have been repaired or used incorrectly or in a manner other than that specified by the manufacturer. The warranty also does not apply to goods purchased or manufactured by the supplier at the request and according to the instructions of the customer, unless otherwise stipulated by the supplier in writing.

9.3 Paragraph 9.1. is the only warranty that the supplier provides for the goods and cannot be changed or supplemented unless such changes and supplements are approved in writing by both parties.

9.4 The customer undertakes not to rely on samples and advice provided by a third party and to test all components and methods of use under extended working and laboratory conditions in accordance with the specifications of the goods. Notwithstanding any cross-references, statements of compatibility, functionality, interchangeability and the like, the supplier's products may differ from similar products of other vendors in performance, functions, operation and in areas not included in the supplier's written specifications or in the scope and conditions outside these specifications, and the customer hereby agrees that the supplier does not provide a warranty for and is not responsible for these matters.

9.5 Except as provided above, the Supplier makes no warranties or conditions, express or implied, unless expressly stated otherwise in the Contract, and expressly excludes and disclaims any warranty of merchantability or fitness for a particular purpose or use of the Product.

10. Liability for Damage

10.1 The Supplier shall not be liable for any failure to deliver the Goods, any delay in delivery or any damage suffered by the Customer as a result of such failure to deliver or delay, if caused by or arising in connection with fire, flood, accident, civil commotion, act of God (force majeure), war, government intervention or embargo, strike, shortage of labour, fuel, energy, materials or supplies, delayed deliveries from subcontractors or any other cause beyond the Supplier’s control.

10.2 The Supplier's liability is limited to the payment of the purchase price or the repair or replacement of the purchased goods with a faultless one. The Supplier is in no way liable for the costs of replacement goods, for any subsequent, incidental or indirect costs, damages or losses resulting from the use of the delivered goods, or for claims by third parties and similar causes.

10.3 No action against the Supplier for breach of duty, for compensation, insurance, etc., may be brought later than 6 months after the cause of action arose or after the Customer, User or other person knew or should have known of the matter or claim resulting from the dissatisfaction or defect in the goods, and such claim may not be brought unless the Supplier has first been informed in writing of the matter in detail and assured of its good faith to resolve the matter.

10.4 Except as provided in the warranty provisions, neither the Supplier nor its subcontractors shall have any liability or obligation to the Customer or any other person in connection with any claim, loss, damage or expense caused in whole or in part, directly or indirectly by the improper use of any of the Products for a particular purpose, or by any defect in the Products (whether or not covered by the warranty) in the use or operation of the Products or by any failure or delay in delivery of the Products by the Supplier in accordance with these provisions, or by any special, direct, indirect, incidental or consequential damages, even if they caused, without limitation, personal injury, business loss or loss of profits, regardless of whether the Customer has advised the Supplier of the possibility or likelihood of such damage.

11. Handling and Protection of Goods

11.1 The Parties undertake to follow best practice in packaging, storage and testing and in any handling of the Goods in order to ensure that they are protected from any damage, in particular by adopting the procedures and rules set out in the current version of the JEDEC and EIA standards.

12. Additional provisions:

12.1 Software or other intellectual property contained in or relating to the goods is supplied by its manufacturer. The Supplier makes no representations or warranties in this regard and shall not be liable in relation to it. The Customer undertakes to respect the rights associated with such property even if the original packaging of the goods is damaged by the Supplier and to protect the interests of the Supplier against any claims arising from the damage to such rights.

12.2 At the Customer’s request, quantities other than a whole multiple of the original packaging unit may be supplied. In this case, the Customer agrees that in the event of delivery of incomplete packaging units, the goods may be packed in non-original or altered packaging at the Supplier’s discretion, may be contaminated with moisture or dirt, or there may be a discrepancy in quantity of up to 5%. A discrepancy in quantity applies in particular to goods where the quantity of goods is determined by comparing weight or length.

12.3 All information in the business relationship between the parties is confidential and neither party may provide it to a third party without prior consent.

12.4 The Supplier and the Customer hereby undertake to make every effort to settle disputes arising from or in connection with the purchase contract in principle amicably. The contracting parties further agree that if they do not resolve any dispute or claim arising from or in connection with the purchase contract in amicably, in the event that the district court is competent as the court of first instance in the proceedings arising from the dispute, the District Court for Prague 5 will have local jurisdiction to proceed in such a matter, and if the regional court is competent as the court of first instance in such proceedings, the Municipal Court in Prague will have local jurisdiction to proceed in such a matter.

12.5 In the event of a translation of the Terms and Conditions into another language, the Czech version of the Terms and Conditions shall prevail.

                                                                                                               Semic Trade, s.r.o.

                                                                                                               Volutova 2521/18

                                                                                                               158 00 Prague 5