GENERAL BUSINESS CONDITIONS OF The Drogerie, a. s.
REGULATING THE INTERNET PHOTOGRAPHIC SERVICE ENTITLED "DROXI DIGIFOTO"
ARTICLE I - INITIAL PROVISIONS
1) The following General Business Conditions (hereinafter referred to"GBC") regulate the contractual relationship between The Drogerie, a.s., company identification number: 63999412, registered in the Commercial and Trade Register administered by the Municipal Court of Justice in Prague, Section B, File No. 3538 (hereinafter referred to as the "Provider" or "Droxi") and any customers of the Provider's Internet photographic service entitled "Droxi Digifoto" (hereinafter referred to as the "Customers"). These GBC form an integral part of each "Agreement on Production of Photographs and Provision of Photographic Work" (the "Agreement") concluded by and between the Provider and a Customer. The GBC shall be exclusively binding upon both parties, unless specified otherwise in the Agreement or unless different terms & conditions are agreed by the Provider and a Customer in writing after conclusion of the Agreement. By signing the Agreement, a Customer fully accepts these GBC.
2) In the Agreements the Provider and each Customer shall agree and mutually confirm individual jobs to be completed by the Provider (hereinafter referred to as "Jobs"). Each Customer hereby acknowledges and accepts that the Provider will use FotoStar Sⁿdcolor, s.r.o. as its subcontractor.
3) The Provider shall complete all Jobs in accordance with the specification as to quality, volume and variety indicated in relevant Orders placed by Customers (the "Order"). An Agreement is regarded as duly concluded when an Order has been correctly placed by a Customer and is accepted by the Provider.
4) Customers are obliged to pay the Provider for each completed and delivered Job the contractual price specified in the Provider's price list.
5) Individual Jobs that have been completed must be paid for by each Customer in one of the following ways:
a) upon collection at the specified branch of the Provider, or
b) after collection to the Provider's bank account (this form of payment, based on a tax document, must be expressly specified in the Agreement).
6) Customers are not entitled to block payments or to offset their receivables against the Provider's debts resulting from and/or related to individual Jobs.
ARTICLE II - ORDERING & DELIVERING METHODS, CONDITIONS, PLACE AND TIME
1) Individual Jobs to be completed by the Provider must be ordered by Customers via electronic mail (e-mail). The Provider's services specified in these GBC are limited to the territory of the Czech Republic only (i.e. both the ordering address and the delivery address must be located within the territory of the Czech Republic).
2) The Provider shall complete only Jobs that are based on duly placed Orders, i.e. Orders sent via electronic mail in accordance with the following conditions:
a) All e-mail Orders sent by 3:00 p.m. (and confirmed by the Provider or not returned as undelivered) are regarded as placed on the same day. All other e-mail Orders are regarded as placed on the day following the date of sending of such email..
b) An attachment containing undamaged data files in one of the following formats must be enclosed with each Order: JPEG
In the event of a Customer failing to place an Order for a Job in accordance with the above conditions, the Provider is not obliged to complete that Job. .
3) The Provider shall deliver the completed Job to the branch specified in the relevant Order.
4) Should the Provider fail to deliver a properly ordered Job on time and in accordance with the agreed terms & conditions under the Agreement, the Agreement will not be automatically terminated. All subsequent legal relations between the Provider and its Customers will continue to be governed by these GBC.
ARTICLE III - DATA SECURITY, COPYRIGHT
1) Customers are fully responsible for the content of their Orders (and thus also for the content of relevant Jobs) and for securing all visual data (for instance, digital photographic files) forwarded to the Provider.
2) The Provider is not obliged to secure visual data sent by its Customers. The Provider is not liable for possible loss or damage to any individual Orders or for possible damage to the files and data sent through electronic transmission channels, networks or servers, unless such loss or damage is caused by the deliberate actions and/or negligence of the Provider.
3) The Provider is entitled to delete all photographic files forwarded by a Customer after 14 days from the date of acceptance of its Order.
4) When accepting Orders, the Provider assumes that Customers are in possession of all copyrights relating to their visual files, have consent of all persons featured in such files and are authorised by the owners of individual photographed objects. Customers are fully liable for possible breach of copyright or any other rights related to and/or resulting from their Orders. Customers will be obliged to reimburse the Provider for all claims made by a third party as a result of a possible infringement of copyright or any other rights.
5) The Provider is entitled to use and modify any source document or data forwarded in connection with an Order.
ARTICLE IV - ORDER REJECTION, CANCELLATION
1) The Provider is entitled to reject any Order where Customer details are incomplete or the Order does not contain a file or is not in the requested file format.
2) The Provider will be entitled to reject an Order, refuse to execute an Order or refuse to continue executing an Order at any time, should such Order contain visual or other material that breaches generally binding legal regulations and/or general moral principles. The Provider is especially entitled to reject any Order containing pornography, child pornography or images of cruelty to humans or animals, or invasion of other people's privacy.
3) A Customer is not entitled to unilaterally cancel an Order after its dispatch without the Provider's prior written consent. Any Order duly placed by a Customer and processed by the Provider must be accepted by such Customer and paid for when completed.
ARTICLE V - WARRANTY, QUALITY, CLAIMS
1) The Provider shall deliver to the Customer all completed Jobs undamaged and in accordance with the quality provisions specified in relevant Orders. If no quality provisions are agreed or indicated in the relevant Order, the Provider shall complete the Job to a level of quality (and for a price) adequate to its intended purpose.
2) Each Job shall be completed by the Provider as soon as possible. Customers are not entitled to claim compensation for delayed execution of their Orders, unless such delay results from the deliberate actions of the Provider.
3) All damage and/or loss-related risks are transferred to Customers upon collection of individual Jobs from the Provider. Customers are not entitled to open envelopes containing photographs before reaching a cash register at one of the Provider's branches. The Provider shall bear no responsibility for possible damage if such provision is breached.
4) The Provider is liable for all possible defects of individual Jobs insofar as their packing and execution are concerned. Customers are obliged to inspect and notify the Provider of all apparent defects immediately upon collection. All other defects must be reported to the Provider within 3 days from the date of collection. When presenting such claims to the Provider, Customers must be able to demonstrate all alleged damage or loss and produce the relevant payment receipt. Unless the aforementioned conditions are duly met, the Provider shall not accept any such claim for damage or loss.
5) The Provider is not liable for any defects caused by unsuitable quality of the source materials supplied by a Customer (for instance, damaged data, unsuitable format, etc.) on the condition that the fact of such unsuitable quality is brought to the Customer's attention by the Provider.
6) The Provider shall process all claims presented by its Customers within 5 days after their presentation date.
7) The Provider shall correct all duly claimed and rectifiable defects within an adequate period of time. All technical imperfections that could have been avoided by using currently available equipment and/or processing methods will be regarded as legitimate. The Provider is not liable for imperfections caused by a so-called shift of colours (the colours of processed photographs do not correspond with the colours of the original photographic files). Nor is the Provider responsible for harmonising colours or the insufficient quality of the original photographic files.
8) Should a Customer claim defects that cannot be corrected by the Provider, it will be entitled to receive an adequate price discount or to withdraw from the Agreement.
ARTICLE VI - MISCELLANEOUS PROVISIONS
1) Should an Order or any other written document, file or text sent by a Customer in any form, including e-mail, contain any terms & conditions contravening these GBC or the terms of the Agreement, or should a Customer attempt to incorporate any other documents or conditions into its Order, the Provider will not be obliged to follow such terms & conditions and/or documents and these will not be regarded as a part of the Agreement.
2) By forwarding its Order, each Customer authorises the Provider to use all protected personal details contained therein and to make such details available only in connection with the relevant Job.
ARTICLE VII - CONCLUDING PROVISIONS
1) Customers are not entitled to transfer any debt of the Provider resulting from and/or related to the Agreement to any third party without the Provider's prior written consent. Neither are Customers entitled to transfer any rights resulting from the Agreement (i.e. from a duly accepted Order) to any third party without the Provider's written consent.
2) Customers may not offset any debt of the Provider against their own debts without the Provider's written consent.
3) Possible invalidity, illegitimacy or reduced enforceability of any provision of the Agreement or these GBC shall in no way affect the validity, legitimacy and/or enforceability of the remaining provisions of the Agreement or these GBC. The contracting parties hereby undertake to replace such invalid, illegitimate or non-enforceable provisions with new ones or to agree upon adequate proceedings in order to achieve their original intentions as expressed in the Agreement.
4) All possible disputes between the Provider and its Customers resulting from the Agreement or these GBC will be always arbitrated in compliance with Czech legal regulations by a court of justice having a subject-matter and local jurisdiction in accordance with the Provider's registered office as of the date of commencement of relevant legal proceedings.
5) The Provider hereby reserves the right to change or amend these GBC in compliance with current legal regulations or for any other reason at any time. All such changes or amendments will become binding as soon as these are made available to Customers.
6) These GBC shall become valid and effective on July 1, 2003.
