General Business and Delivery Terms of MM Print s.r.o. (Contractor)

These General Business and Delivery Terms (hereinafter referred to as „GBT“) are an integral part of the Contract or binding order. The GBT are available on the website www.mmprint.cz, and a link to the GBT is included in business correspondence.

**I. Contract Conclusion**
1. A contractual relationship (Work Contract) between the contractor and the client is established:
a) By signing a written Work Contract; or
b) By confirmation (acceptance) of a written order for the work by the contractor in any form (e.g., fax, email, SMS, or by actually commencing production).
2. If the client cancels the order after concluding the Work Contract as per clause 1), they are obligated to pay the contractor a contractual penalty of 10% of the work price. Payment of the penalty does not affect the contractor’s right to claim damages, which will be calculated based on actual and proven costs.

**II. Contract Fulfillment**
1. The client must provide the contractor with the necessary cooperation in specifying production materials, approving proofs and samples, and collecting finished products.
2. If the client fails to provide the necessary cooperation, the contractor reserves the right to suspend the start/continuation of production until such cooperation is provided, extending the contractor’s deadline accordingly. The order will then be scheduled for the nearest available slot, and the contractor is not liable for delays. The client is responsible for any damage, including lost profits and legal fees incurred due to a lack of cooperation. The client is also liable for damages caused by providing incorrect production materials.
3. If the client has outstanding obligations from previous orders, the contractor has the right to suspend all deliveries until these obligations are fulfilled.

**III. Delivery Terms**
1. If the contractor agrees to handle the transportation of the completed work, the client must provide precise shipping details and specifications.
2. The client must accept the work unless it is entirely unusable for its intended purpose. A delivery note or confirmation from the carrier serves as proof of receipt.
3. If the client fails to collect the work at the agreed place and time, they bear all costs associated with failed delivery.
4. If the contractor delays delivery by more than 10 calendar days due to its own fault, the client is entitled to a contractual penalty of 0.2% of the work price per day of delay, up to a maximum of 10% of the work price.
5. The client must return packaging materials, specifically Euro pallets and lids, unless otherwise agreed in writing.

**IV. Order Cancellation Policy**
1. If the client cancels the order more than six weeks before production begins, they must pay a cancellation fee of 10% of the canceled production’s value, plus any costs already incurred.
2. If the cancellation occurs within six weeks before production, the cancellation fee is 60% of the order value, plus incurred costs.
3. If the order is canceled one week or less before production, the cancellation fee is 100% of the order value, plus incurred costs.
4. The client must pay cancellation fees and downtime costs within 14 days of receiving the written notice.

**V. Risk Transfer**
1. The risk of damage to the work transfers to the client upon acceptance or handover to the first carrier. In case of delayed acceptance, the risk transfers on the first day of the delay.

**VI. Work Price and Payment Terms**
1. The contractor issues an invoice upon completion, due within 14 days unless otherwise agreed. VAT is added at the applicable rate.
2. The contractor may request a reasonable advance payment, particularly for first-time clients.
3. In case of late payment, the client must pay interest of 0.2% per day on the outstanding amount.
4. The contractor may suspend or delay production and delivery if the client fails to pay on time.
5. The client gains ownership of the work only after full payment.

**VII. Quality, Complaints, and Liability**
1. The contractor guarantees standard quality.
2. The contractor is liable for defects present at the time of risk transfer.
3. The client must inspect the work immediately upon receipt and report defects within seven calendar days.
4. The contractor is not liable for defects caused by using client-supplied materials or specifications.
5. If the under-delivery is within 5% of the total ordered amount, the client may only request a discount for the missing quantity.
6. Complaints do not affect the client’s obligation to pay for the work.
7. A material breach occurs if:
a) The client cannot use the work as intended due to defects;
b) The client fails to pay the invoice or refuses to accept the work;
c) The client repeatedly breaches obligations despite warnings.
8. If a material breach occurs, the affected party may terminate the contract.
9. Compensation for damages follows Czech law.

**VIII. Final Provisions**
1. Contractual relationships are governed by Czech law.
2. These GBT are effective from January 1, 2020, and replace all previous terms.
3. Changes to agreements must be made in writing.
4. The contractor may modify these GBT and will notify the client at least one month in advance.
5. Disputes shall be resolved by the competent court in the Czech Republic.
6. These GBT were approved by the contractor’s managing director and take effect on January 1, 2020.