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    Commercial terms and conditions

    Commercial terms and conditions

    These commercial terms and conditions apply to the purchase of goods and services on the website b2b.pilotix.eu. Commercial terms and conditions define rights and obligations of seller (operator, supplier), which is company PARTIZAN SECURITY s.r.o. with the office located at: Křesomyslova 384/17, 140 00 Prague 4 - Nusle, Czech Republic, registered in the Commercial register of municipal court in Prague, department C, No. 152541.

    This portal is intended exclusively for business customers (B2B). By placing an order, the Buyer confirms that it is acting in the course of its business or professional activity and not as a consumer. Provisions of Czech law protecting consumers therefore do not apply to purchases made through this portal.

    1. Preliminary conditions

    These commercial terms and conditions (hereafter referred to as "Conditions") of the company PARTIZAN SECURITY s.r.o., registration number: 28909437, VAT number: CZ28909437, with the office located at: Křesomyslova 384/17, 140 00 Prague 4 - Nusle, Czech Republic, registered in the Commercial register of municipal court in Prague, department C, No. 152541, are regulated in accordance with Regulation § 1751 paragraph 1 Law No. 89/2012 of the Civil Code of the Czech Republic (hereafter referred to as "Civil Code"), mutual rights and obligations of the parties, raised by or based on sale agreement (hereafter referred to as "Sale Agreement") between seller and the other business entity (hereafter referred to as "Buyer") through the online store of seller. Online store of seller works on website b2b.pilotix.eu (hereafter referred to as "Website") via web-interface (hereafter referred to as "Web-interface of the store").

    1.1 Regulations, which are different from commercial terms and conditions, can be included in sale agreement. In this case sale agreement prevails over regulations of commercial terms and conditions.

    1.2 Regulations of commercial terms and conditions are integral part of sale agreement.

    1.3 These terms and conditions are applied in statements, indicated on the seller's website, in the day of entering into sale agreement. After confirmation of order as concluded agreement between buyer and seller, it is archived with the aim to meet the conditions and consider them hereinafter, becoming available to the buyer. Agreement may be concluded in the English language, and possibly in other languages, if it is not the reason of impossibility of its conclusion.

    2. User account

    2.1 After buyer's registration on the website, buyer gets access to his/her user interface. Through user interface (hereafter referred to as "account") buyer can order goods from seller. If interface allows, buyer can order goods without registration directly through web-interface of the store.

    2.2 During registration on the website and ordering goods, buyer must precisely and honestly provide all data. If there are some changes in data, provided in the account, buyer must update it. Data provided in the account and while ordering goods is considered as correct one by the seller.

    2.3 Access to the account is protected with the user name and password. Buyer must keep confidentiality about information necessary for the access to his account.

    2.4 Buyer is not entitled to give an opportunity to third parties to use his personal account.

    2.5 Seller is entitled to delete an account in case if buyer does not use his account during two years or if buyer violates obligations of sale agreement (including commercial terms and conditions).

    2.6 Buyer takes into consideration that access to his account would not necessarily be permanent due to the need to maintain hardware and software equipment of seller or third parties.

    3. Sale agreement conclusion

    3.1 Presentation of goods through the web-interface of the store has informative character, and seller is not obliged to enter into sale agreement in accordance to these goods. Regulation § 1751 paragraph 1 Law No. 89/2012 of the Civil Code of the Czech Republic is not applied in this case.

    3.2 Website contains information about goods, including prices of the particular goods. Prices of goods are indicated with VAT and other possible taxes and fees. Prices of goods remain valid while they are shown on the website. This statement does restrict seller to enter into sale agreement based on individually-negotiated terms.

    3.3 Website contains information about expenses related to package and delivery of goods. Information on the website about costs of packaging and delivery of goods is relevant only to goods delivery on the territory of EU.

    3.4 To order goods, user has to fill application form in the web-interface of the store. Application form contains specific information about:

    3.4.1 Ordered goods (ordered goods will be "put" in the shopping cart of the store web-interface)
    3.4.2 Information about required method of delivery of ordered goods
    3.4.3 Expenses related to delivery (hereafter jointly referred to as "order")

    3.5 Before confirmation of an order to seller buyer has possibility to check and change data indicated in the application form to reveal and correct possible mistakes while entering data in the application form. Buyer confirms and directs order to seller clicking the confirm order button. Indicated data in the application form is considered by seller as the correct one.

    3.6 Immediately after ordering, seller confirms an order to buyer via electronic mail, to the electronic mail of buyer, indicated in the web-interface or order (hereafter referred to as "electronic mail of the buyer").

    3.7 Seller has right, depending on the type of order (quantity of goods, purchase price, estimated costs on delivery), to apply to buyer to get additional confirmation of an order (for example, in written form).

    3.8 Agreement relationships between seller and buyer appear when buyer's order is accepted (accept), fact of which is confirmed by seller with the message by electronic mail to the electronic mail of buyer.

    3.9 In case, if any requirement indicated in an order cannot be met by seller, he sends on the electronic mail of buyer amendment proposals, indicating possible variants of order and requesting buyer's opinion. Modified proposal will be considered as a new project of sale agreement, which will be concluded by electronic mail with the consent of buyer.

    3.10 Buyer agrees with the use of means of communication when entering into sale agreement. Costs incurred by buyer for means of communication in connection with entering to sale agreement (costs for internet connection, telephone conversations) are payable by buyer.

    3.11 Seller reserves the right to cancel an order or its part based on the agreement with the buyer, if: a) goods are no longer produced; b) goods have already been delivered; c) prices on goods have been changed essentially. If buyer has already paid part or the whole purchase sum, this sum will be returned to his account.

    3.12 Ownership in the goods goes to buyer when he has entered into sale agreement and paid whole sum of ordered goods value.

    4. Pricing and payment terms

    4.1 No online payment is made through the portal. The Seller issues an Advance Payment Invoice and/or Commercial Invoice (CI) to the Buyer for each shipment of goods, specifying the goods model with description, quantity, price, and terms of shipment and payment.

    4.2 The Buyer is obliged to pay for the goods duly and on time in accordance with the Commercial Invoice or to make payment in advance on the basis of the relevant Advance Invoice, in each case as individually agreed between the parties. Payment is made by bank transfer to the Seller's account.

    4.3 The goods are dispatched only after the full amount has been credited to the Seller's account. The Buyer shall state the order number (or invoice number) as the payment reference (variable symbol). When the Buyer receives the goods personally, it is necessary to provide an identity document and proof of authorization to act for the company.

    4.4 The Buyer bears full responsibility for all taxes, import duties, customs fees, VAT, or any other charges imposed by its country or local authorities in connection with the purchase and importation of the goods. The Seller shall not bear any responsibility for such costs or obligations.

    4.5 Purchases excluding VAT for corporate clients of EU countries. Corporate clients with VAT, registered in one of the EU countries, except for the Czech Republic, who can show actual VAT-number in European format, will not pay VAT. Purchases with 0% VAT for your company will be confirmed as soon as we check all data. Goods delivery is possible only to the legal address of a company. To check authenticity of VAT you may use hyperlink below: ec.europa.eu/taxation_customs/vies.

    4.6 Discount goods. Goods with the inscription "second quality" have minor faults or faults that are included in goods description. Prices for these goods are lower than prices on completely new goods. The applicable warranty period is stated for each such item.

    5. Shipment and delivery of goods

    5.1 The Seller shall ship the goods only in accordance with the Buyer's orders and confirmed in writing by the Seller. The Seller shall deliver the goods in packaging customary for the given type of goods in the relevant industry, which is suitable to protect the goods against damage during normal handling and transport to the place of delivery, or in any packaging otherwise agreed on the basis of individual orders. In case of doubt, the packaging shall be deemed to comply with the trade customs observed in the relevant industry.

    5.2 All shipments are EXW Czech Republic, Prague (Incoterms 2020) unless otherwise agreed by the parties in the confirmed order. The parties have agreed that the delivery term shall be EXW the Seller's warehouse in Prague, Czech Republic (Incoterms 2020). The specific EXW address shall always be stated in the relevant order confirmation by the Seller (the EXW point). The Seller shall fulfil its obligation to deliver the goods by making them available to the Buyer for collection at such place at the agreed time. Title to and risk of loss, damage or destruction of the goods shall pass to the Buyer upon the Seller's delivery to the Buyer at the EXW point. Shipments of goods are carrier-insured for loss or damage exclusively and always at the Buyer's expense unless otherwise specified in writing between both parties.

    5.3 The delivery periods shall in each case be agreed individually in the order, as confirmed by the Seller.

    5.4 Delivery is arranged through the carriers listed on the Shipping and payments page (GLS, Nova Poshta, FedEx, UPS). Available options and rates are confirmed for each order.

    6. Warranties and defect claims

    6.1 The Seller guarantees that the goods shall be free from defects in design, materials and workmanship for the period confirmed by the goods' manufacturer from the date of purchase. Goods of different brands supplied by the Seller may have entirely different warranty terms and conditions. The Seller guarantees that the goods are merchantable and shall perform in conformance with the specifications and documentation provided with the goods. Further details of the Seller's warranty terms are described on the official web page b2b.pilotix.eu in the Warranty claims procedure section, valid as of the date of order confirmation by the Seller. Defect claims shall be governed by Sections 2099 et seq. of the Civil Code, unless otherwise provided.

    6.2 The Buyer may return goods found to be defective. The Buyer shall handle its customers' returned defective goods by batching them and sending them to the Seller for repair or exchange at regular intervals. The Buyer shall fill in an RMA form and send it to the Seller first. Approval for the return must be given by the Seller in the form of an RMA document. If remote repair is not possible, the Buyer shall send the goods back to the Seller after the Seller's confirmation of the goods' return to the Seller. The Buyer shall bear all transportation expenses and risk of damage for returning defective goods to the Seller. If the goods are broken due to a factory defect during the warranty period, the Seller shall refund the transportation expenses to the Buyer by deducting the amount from the next upcoming payment. Returned goods shall, as appropriate, be repaired or replaced by the Seller. A credit note shall be issued only if neither repair nor replacement can be affected within 30 (thirty) Business Days. The detailed procedure is set out on the Warranty claims procedure page, which forms part of these Conditions.

    6.3 Before shipping to the customer, all goods are checked and tested. The Seller is not responsible for damage which may be caused by a transporter. Please check your goods immediately after receiving. If goods are damaged, do not receive them.

    7. Export control and sanctions compliance

    7.1 Definitions. For the purposes of this Article:

    (a) "Applicable Export Control and Sanctions Laws" means, in particular, Regulation (EU) 2021/821 on dual-use items, Council Regulation (EU) No 833/2014 (Russia), No 765/2006 (Belarus), No 267/2012 (Iran) and other EU restrictive measures, UN sanctions, Czech Acts No. 594/2004 Coll., No. 228/2005 Coll., No. 69/2006 Coll., Act No. 1/2023 Coll. (the Sanctions Act) and its implementing regulations, as well as any "catch-all" decisions and measures adopted by the competent authorities pursuant to Article 4 of Regulation (EU) 2021/821, each as amended from time to time;

    (b) "Sanctioned Destination" means any country, territory or region subject to comprehensive EU or UN restrictive measures, in particular the Russian Federation, the Republic of Belarus, the Islamic Republic of Iran, the Democratic People's Republic of Korea, Syria, Cuba, Crimea, and the non-government-controlled areas of the Donetsk, Luhansk, Zaporizhzhia and Kherson oblasts of Ukraine;

    (c) "Sanctioned Person" means any natural or legal person listed on the EU Consolidated Sanctions List, the UN Consolidated List, the OFAC SDN List or the OFSI Consolidated List, or on the national sanctions list of the Czech Republic maintained pursuant to Act No. 1/2023 Coll., or owned 50% or more, or controlled, by one or more such persons;

    (d) "Goods" means the goods, components, spare parts, software, technology and technical data supplied by the Seller to the Buyer.

    7.2 Buyer's Representations and Warranties. The Buyer represents and warrants, as of the date of the Sale Agreement, on each date on which an Order is placed, and as at the date the Goods are delivered, that:

    (a) neither the Buyer, nor any of its directors, officers, ultimate beneficial owners (holding 25% or more, directly or indirectly), any other person known to the Buyer to control the Buyer directly or indirectly, parent companies or subsidiaries, is a Sanctioned Person;

    (b) the Buyer is not established, registered, resident or primarily operating in a Sanctioned Destination;

    (c) the Buyer is not acting, directly or indirectly, on behalf of, for the benefit of, or at the direction of any Sanctioned Person or any person established in a Sanctioned Destination;

    (d) the Buyer holds all licenses, registrations and authorizations required by the Applicable Export Control and Sanctions Laws and by the laws of the country of its establishment for its activities in relation to the Goods;

    (e) the Buyer undertakes to promptly notify the Seller in writing if it becomes aware of any circumstance which could:

    (i) give rise to a licensing requirement under Article 4 of Regulation (EU) 2021/821 (catch-all);
    (ii) mean that the Goods are or may be intended for military end-use or for use in connection with weapons of mass destruction; or
    (iii) constitute a breach of any restriction arising from the Applicable Export Control and Sanctions Laws;

    (f) the Buyer undertakes to provide the Seller, upon request, with all cooperation necessary for the fulfilment of the Seller's obligations towards the competent authorities (in particular the Ministry of Industry and Trade of the Czech Republic, the customs authorities and the Financial Analytical Office), including by providing documents evidencing delivery verification or end-use certificates for the Goods.

    7.3 Continuing Nature of Warranties. The warranties and obligations under Article 7.2 are deemed repeated on each date of Order, conclusion of the Sale Agreement and delivery of the Goods. The Buyer shall, without undue delay, inform the Seller in writing of any fact that may render any of these warranties and/or obligations untrue, incomplete or misleading.

    7.4 Core Prohibition. The Buyer undertakes not to sell, supply, transfer, export or otherwise make available, directly or indirectly: (a) the Goods in their original form, as modified, or as incorporated into any intermediate or finished product; nor (b) any product, article, system or technology into which the Goods have been incorporated in whole or in part, to any Sanctioned Destination, Sanctioned Person, or for their use, regardless of whether the purpose is civil, commercial, research, military or other.

    7.5 Anti-Circumvention. The Buyer undertakes not to knowingly participate in, facilitate or enter into any transaction, arrangement or scheme the object or effect of which is, or may reasonably be expected to be, the circumvention of any restriction under these Conditions or the Applicable Export Control and Sanctions Laws, in particular through intermediate jurisdictions, shell companies, transhipment points or non-beneficial-owner purchasers.

    7.6 No-Russia Clause (Art. 12g of Reg. 833/2014). To the extent the Goods fall within the scope of Article 12g of Council Regulation (EU) No 833/2014, the Buyer undertakes not to sell, supply, transfer or export the Goods, directly or indirectly, to the Russian Federation or for use in the Russian Federation. The Buyer shall implement adequate monitoring mechanisms capable of detecting conduct by its counterparties that would frustrate the effect of this clause, and shall promptly notify the Seller of any breach or attempted breach.

    7.7 Prohibited End-Uses. The Buyer undertakes not to use the Goods and not to permit their use for any purposes subject to the restrictions of Article 4 of Regulation (EU) 2021/821, or for any other purposes prohibited by the Applicable Export Control and Sanctions Laws, including use in connection with weapons of mass destruction, their means of delivery, or in connection with gross violations of human rights.

    7.8 Resale of Goods as Such. The Buyer is entitled to sell the Goods in their original form to persons outside the European Union only with the prior written consent of the Seller. The Seller shall grant its written consent within ten (10) Business Days, unless such consent is duly refused on the grounds of a conflict with the Applicable Export Control and Sanctions Laws.

    7.9 Absolute Prohibition against Sanctioned Destinations and Persons. Notwithstanding Article 7.8 and irrespective of the form of the Goods (as such or as incorporated into a finished product), the Buyer undertakes not to transfer, sell, supply, export or make available, directly or indirectly, the Goods or any finished products incorporating the Goods: (i) to any Sanctioned Destination or any person located in a Sanctioned Destination, or for their benefit; (ii) to any Sanctioned Person or for their benefit; (iii) for use in connection with weapons of mass destruction or their means of delivery; (iv) in any other manner constituting a violation of the Applicable Export Control and Sanctions Laws.

    7.10 Finished Products Incorporating the Goods. In respect of finished products into which the Goods are incorporated, the Buyer bears sole responsibility for: (i) the classification of the finished product under applicable export control regimes; (ii) obtaining all licenses, authorizations and approvals necessary for its manufacture, export, re-export and transfer; (iii) compliance with all end-user and end-use restrictions applicable to such product; and (iv) compliance with the sanctions restrictions set out in Article 7.9.

    7.11 Flow-Down to Subsequent Counterparties. Upon any lawful resale or transfer of the Goods, as well as of finished products incorporating the Goods, the Buyer shall include in the relevant agreement with the subsequent counterparty obligations providing for: (i) the prohibition on transferring the Goods in their original form outside the European Union without the Seller's prior written consent; (ii) the absolute prohibition on transferring the Goods or finished products incorporating the Goods to Sanctioned Destinations, to Sanctioned Persons, for use in connection with weapons of mass destruction, or in any other manner constituting a violation of the applicable export control and sanctions laws; and (iii) the obligation of such subsequent counterparty to include equivalent obligations in its own agreements upon further transfer.

    7.12 Duty to Notify Suspicious Circumstances. The Buyer shall promptly notify the Seller in writing of any circumstances giving rise to a reasonable suspicion that the Goods or any finished products incorporating the Goods are intended, in whole or in part, for a Sanctioned Destination, a Sanctioned Person or any use inconsistent with this Article.

    7.13 Information Rights. Upon a reasoned written request from the Seller, the Buyer shall, within fifteen (15) Business Days after delivery of the request, provide the Seller with information necessary to verify compliance with this Article and to enable the Seller to fulfil its obligations under the Applicable Export Control and Sanctions Laws. The Buyer shall maintain its own records of transactions with the Goods proportionate to the nature of its business, and shall retain all documentation relating to the Goods (orders, invoices, delivery notes, end-use certificates, records of further resale) for a minimum period of five (5) years from the date of the relevant delivery.

    7.14 Suspension and Termination. The Seller is entitled, with immediate effect and without liability or penalty, to suspend deliveries or terminate the Sale Agreement in the event of: (i) a material breach of this Article by the Buyer; (ii) the Buyer becoming a Sanctioned Person or coming under the ownership or control of a Sanctioned Person; or (iii) further performance by the Seller becoming contrary to the Applicable Export Control and Sanctions Laws. The Seller shall not be liable for any damage incurred by the Buyer as a result of such suspension or termination, save in cases of gross negligence or wilful misconduct of the Seller. The Seller shall inform the Buyer of the reasons for such suspension or termination to the extent that this is not contrary to the Applicable Export Control and Sanctions Laws.

    7.15 Indemnification. The Buyer shall indemnify the Seller, its affiliates, and their respective directors, officers and employees against any and all losses, liabilities, fines, penalties, claims, costs and expenses (including reasonable legal fees) arising out of or in connection with any breach by the Buyer of this Article or of the Applicable Export Control and Sanctions Laws.

    7.16 Contractual Penalty. The Buyer undertakes to pay the Seller a contractual penalty in the amount of EUR 100,000 (one hundred thousand euros) for each individual breach of the Buyer's obligations set out in this Article. Payment of the contractual penalty is without prejudice to the Seller's right to claim full compensation for damage (Article 7.15).

    7.17 Priority and Survival. In the event of any conflict between this Article and the other provisions of these Conditions, this Article prevails in matters of export control and sanctions. The obligations under this Article survive termination of the Sale Agreement.

    7.18 EU Blocking Statute. Nothing in this Article requires or shall be construed as requiring a party established in the European Union to act in a manner prohibited by Council Regulation (EC) No 2271/96 (the EU Blocking Statute).

    7.19 End-User Confirmation. The Seller is entitled to require the Buyer to provide a signed End-User Confirmation declaring the general intended use of the Goods and confirming the Buyer's compliance with international sanctions regulations. Such confirmation is valid for twelve (12) months and applies to all Goods supplied and all invoices and delivery notes issued during that period. The Buyer undertakes to renew it every twelve (12) months and to update it without undue delay upon any material change. Failure to provide or renew the confirmation entitles the Seller to suspend deliveries until it is provided.

    8. Special conditions

    8.1 Seller is not responsible for mistakes, omissions and technical difficulties when using website, which may occur while working with services of electronic commerce. If seller learns about inaccuracy of content and, if it is technically possible and economically appropriate, content will be corrected in short terms.

    9. Personal data protection

    9.1 The Seller processes personal data in accordance with Regulation (EU) 2016/679 (GDPR) and Act No. 110/2019 Coll. The Seller has adopted a Privacy Policy in accordance with GDPR, available on the Website b2b.pilotix.eu. Details of the processing of personal data are set out in the Seller's Privacy Policy.

    9.2 The parties acknowledge that in connection with the conclusion and performance of the Sale Agreement, personal data of representatives, contact persons and other natural persons acting on behalf of or for the benefit of the parties (hereinafter the "Data Subjects") will be processed.

    9.3 Each party shall act as an independent controller when processing personal data pursuant to clause 9.2. The parties do not intend to process personal data in a controller-processor relationship, unless they expressly and in writing agree otherwise in a separate data processing agreement.

    9.4 Personal data shall be processed exclusively for the following purposes: the conclusion, performance and administration of the Sale Agreement; compliance with the parties' legal obligations, in particular in the fields of accounting, taxation, export control and international sanctions; and the protection of the parties' legitimate interests, in particular the prevention of fraud, the enforcement of claims under the Sale Agreement, and the demonstration of compliance with the Sale Agreement and with the Applicable Export Control and Sanctions Laws.

    9.5 If one party provides the other party with personal data of its employees, representatives or other Data Subjects, it represents and warrants that it is authorised to make such disclosure and that it has fulfilled all information obligations towards such Data Subjects.

    9.6 Each party shall provide the other party with reasonable cooperation in fulfilling its obligations in the area of personal data protection, in particular: in handling Data Subjects' requests to exercise their rights; in dealing with security incidents and any personal data breaches, where such incidents affect both parties; and in fulfilling obligations towards supervisory authorities, where such obligations relate to the processing of personal data in connection with the Sale Agreement.

    9.7 If, in connection with the Sale Agreement, one party is to act as a processor of personal data for the other party, the parties shall, prior to the commencement of such processing, conclude a separate written data processing agreement.

    9.8 The provisions of this Article are without prejudice to the parties' obligations under Article 7 (export control and sanctions). For the purposes of demonstrating compliance with the Applicable Export Control and Sanctions Laws, the parties are entitled to process personal data to the extent and for the period necessary, within the limits set out in this Article.

    10. Final provisions

    10.1 The Sale Agreement, as well as all legal relationships arising out of or in connection with it, is governed by the laws of the Czech Republic, in particular Act No. 89/2012 Coll., the Civil Code, as amended. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

    10.2 The parties shall make every effort to resolve any dispute amicably and in good faith. All disputes arising out of or in connection with the Sale Agreement that cannot be resolved amicably shall be finally settled before the competent courts of the Czech Republic having local jurisdiction based on the registered office of the Seller.

    10.3 Limitation of liability. The Seller's total cumulative liability arising out of or in connection with the Sale Agreement is limited to the amount corresponding to the payments made by the Buyer to the Seller during the twelve (12) months preceding the event giving rise to the proven claim. In no event is the Seller liable for indirect damages, loss of profit, loss of data, loss of business opportunities or any other consequential damages. This limitation does not apply to damage caused wilfully or by gross negligence.

    10.4 If any regulation of commercial terms and conditions is invalid or ineffective, or it will become invalid or ineffective, such regulation will be changed for regulation that corresponds implicitly to invalid regulation. Invalidity or inefficiency of certain regulation does not influence on validity of other regulations. Changes and additions to sale agreement or commercial terms and conditions require written form.

    10.5 Sale agreement, including commercial terms and conditions, is archived by seller electronically and is inaccessible to third parties.

    10.6 Seller has right to sell goods on the basis of business license. Trade control is provided within corresponding business representative.

    10.7 Contact. Address for delivery: PARTIZAN SECURITY s.r.o., Křesomyslova 384/17, 140 00 Prague 4 - Nusle, Czech Republic. E-mail: sales@pilotix.eu.

    11. Validity of Trading Conditions

    11.1 Commercial terms and conditions enter into force on July 2, 2026.