1. Scope

1. Sophomer s.r.o., ID No.: 17828431, with registered offices at: Radiová 1285/7, Hostivař, 102 00 Praha 10 (“Sophomer”) provides its customers (“Customer”) with polymer manufactured by Sophomer, mainly SophoMer™ F10 (“Product”) further specified in Product Documentation. “Product Documentation” means technical specification of the Product, Quality Control Certificate, Safety Data Sheet and other documents provided together with the Product to the Customer.
2. These general terms and conditions of sale (“Terms“) shall apply to any purchase of Product made by the Customer via Sophomer e-shop at www.sophomer.com (“E-shop”).
3. These Terms together with Product Documentation, other Purchase Documents accompanying or referencing these Terms, comprise the entire agreement between Sophomer and Customer (“Agreement”). “Purchase Document” means any document provided by Sophomer throughout the purchase of the Product to the Customer, including but not limited to offers, quotations, invoices, limited use label license etc. 
4. These Terms shall prevail over any Customer’s terms and conditions. Sophomer does not accept any procurement terms of the Customer, or any other standard terms attached to the Order (see below) are hereby expressly refused and do not form part of the Agreement.
5. If the parties conclude a separate agreement, the terms of such agreement shall prevail to the extent they are inconsistent with these Terms.
6. These Terms do not apply to cases where a person intending to purchase Products from Sophomer’s a consumer as defined in § 419 of the Civil Code.
7. Products offered on the E-shop are subject to certain sales restrictions. This primarily includes Products intended for sale only to persons over the age of 18 or Products designed for professional use. Consumers will be notified of this on the E-shop, and by purchasing such Products, they confirm that they meet these conditions and are capable of and will use the Products in compliance with applicable legislation (including legislation related to chemical substances and hazardous waste). Sophomer is not liable for any breach of these special conditions or for any harm caused by improper use of the Products. Sophomer reserves the right to restrict the sale of Products intended for professional use exclusively to business entities with valid business, VAT number or equivalent identification.

1. Conclusion of the Agreement

1. 1. All presentation of Products placed on the E-shop is of an informative nature and Sophomer is not obliged to conclude a purchase agreement regarding these Products.
   2. The E-shop contains information about the Products, including the prices of individual items. The prices of Products are exclusive of value added tax and all related fees. The prices of Products remain valid for as long as they are displayed on the E-shop.
   3. 2.10.To order Products, the Customer must fill out the order form on the E-shop (“Order”). The following information shall be filled out in the order form:
      1. 2.10.1.the identification details of the Customer, including name, address, contact information and business ID, VAT or its equivalent;
      2. 2.10.2.the specification and amount of ordered Products;
      3. 2.10.3.the method of payment for the purchase price of the Products;
      4. 2.10.4.the place of delivery of the ordered Products;
      5. 2.10.5.the currency in which the price will be paid.
   4. Before sending the Order to Sophomer, the Customer is allowed to check and modify the data entered into the Order. The Customer sends the Order to the Sophomer by clicking on the “Send Order with obligation to payment” button. The data stated in the Order are deemed correct by the Sophomer.
   5. 2.12.Sending the Order is considered as an act of the Customer that unambiguously identifies the ordered Products, the purchase price, the identity of the Customer, the method of payment of the purchase price and place of delivery of the Products. The condition for the validity of the Order is the completion of all mandatory data in the order form and confirmation by the Customer that they have read these Terms, have reviewed and understood all available information about the characteristics and use of the Products, including any potential risks of Products provided on the E-shop, and that they possess all necessary authorizations or licenses to handle the Products, if applicable, that they comply with all legal regulations required for the purchase, storage, and use of the Products, including regulations concerning waste management and occupational health and safety.
   6. 2.13.The Sophomer shall without undue delay confirm the receipt of the order to the Customer by electronic mail to the email address of the Customer stated in the Order (“Customer’s Electronic Address“). The Agreement is concluded upon delivery of the confirmation of the Order (“Confirmation”), which is sent by Sophomer to the Customer by e-mail to the Customer’s Electronic Address.
   7. 2.14.The price is always stated within the E-shop, in the Order, and in the Confirmation. In case of a discrepancy between the price listed for the Products within the E-shop and the price stated in the Order, the Price stated in the Order shall apply and it will always be identical to the price in the Agreement. The Order also includes the price for shipping, or the conditions under which shipping is free.
   8. 2.15.Sophomer is always entitled, depending on the nature of the order (quantity of Product, purchase price, estimated shipping costs), to ask the Customer for additional confirmation of the Order (for example, writing or by phone).
   9. In the event that the Sophomer cannot meet any of the requirements stated in the Order, Sophomer will contact the Customer and send an offer to conclude the Agreement in a modified form compared to the Order. In such a case, the Contract is concluded when the Customer confirms Sophomer’s offer.
   10. Customer may not modify or cancel the Agreement without Sophomer’s prior written consent. In case Sophomer incurs any costs, Customer shall cover such cost for modification or cancellation of the Agreement.

1. Transport and Delivery

1. 1. 3.18.Products shall be delivered to Customer as concluded in the Agreement.
   2. 3.19.Products are shipped using Sophomer’s standard packaging and shipping methods. Sophomer arranges the delivery of Product through a contracted shipping company at a price according to the current valid price list of the carrier company chosen by Sophomer (Carriage Paid To Customer’s Ship-To Address, INCOTERMS® 2020). The shipping cost is always displayed to the Customer in the “shopping cart” section of the E-shop.
   3. 3.20.The Customer acknowledges that in case of international shipping, higher prices and additional costs associated with international transport (customs duties and other fees) will be charged.
   4. 3.21.The delivery time of the Products always depends on its availability and the chosen method of delivery and payment. The estimated delivery time of the Product will be communicated to the Customer in the Confirmation. The time stated on the E-shop is only indicative and may differ from the actual delivery time.
   5. 3.22.Sophomer may decide to make partial shipments of Product. Customer shall pay for the amount of Product shipped. The Customer shall not be entitled to reimbursement for any additional costs due to the partial shipments of Product.
   6. 3.23.In the event that the method of transport is agreed upon based on a special request of the Customer, the Customer bears the risk, and any additional costs associated with this method of transport.
   7. 3.24.The risk of damage to the Product passes to the Customer upon handing over the Product to the (first) carrier.
   8. 3.25.Upon receipt of the Products from the carrier, the Customer is obliged to check the integrity of the packaging of the Products and in case of any defects to immediately notify the carrier. In case of finding a breach of packaging indicating unauthorized entry into the shipment, the Customer does not have to accept the shipment from the carrier. Any later claims regarding defects in the packaging or unauthorized entry into the shipment will not be taken into account.

1. Use of Products

1. 1. 4.26.When testing, using, manufacturing or otherwise handling of Product, Customer shall comply with all instructions, Product Documentation and Purchase Documents available by Sophomer.
   2. 4.27.Customer acknowledges that the Product is not tested for safety and use in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise explicitly stated in Product Documentation.
   3. 4.28.Sophomer hereby grants to Customer and Customer accepts right to:
      1. 4.28.1.purchase the Product from Sophomer,
      2. 4.28.2.resell and have resold, offer for sale, import and have imported the Product as a standalone,
      3. 4.28.3.use and have the Product in research, development and manufacture of Customer’s products,
      4. 4.28.4.incorporate and have incorporated the Products into Customer’s products,
      5. 4.28.5.sell, have sold, distribute, have distributed, offer to sell, import and have imported Customer’s products.
   4. 4.29.The Customer is responsible for:
      1. 4.29.1.obtaining any Intellectual Property rights related to the use of Product, if necessary,
      2. 4.29.2.ensuring compliance with all applicable law requirements and generally accepted industry standards, including obtaining any authorization or licenses needed to handle the Product, and
      3. 4.29.3.conducting all necessary testing and verification, including fitness for the intended purpose of use by the Customer.

1. Intellectual Property

1. 1. 5.30.For Sophomer’s Intellectual Property rights provided to the Customer, the following terms shall apply.
   2. 5.31.“Intellectual Property” means:
      1. 5.31.1.patents, improvements, inventions, rights to inventions, trademarks, service marks, registered designs, copyrights, database rights, design rights, rights to use and protect confidential information, in each case whether registered or unregistered, including rights to apply for and be granted and applications for any of the above, and any continuations, continuations-in-part, divisional applications, renewals or extensions of, and rights to claim priority from, those rights, and any similar right recognised from time to time in any jurisdiction, and
      2. 5.31.2.all other subject matter protectable under patent, copyright, moral right, mask work, trademark, trade secret or other laws, and includes without limitation all new or useful art, combinations, discoveries, formulae, manufacturing techniques, technical developments, discoveries, artwork, software, and designs.

1. 1. 5.32.The Intellectual Property rights to the Product and Product Documentation (“Sophomer IP”) are exclusively owned by Sophomer, its licensors and/or suppliers of Sophomer or its affiliates, and title to the Intellectual Property rights shall not pass to Customer or any other third party.
   2. 5.33.Limited label use license. Unless expressly agreed otherwise in a separate agreement, Sophomer only grants the Customer a limited license to use the Sophomer IP for Customer’s internal research purposes. Customer has no express or implied authorization or a license from Sophomer to use such Sophomer IP for any other purposes, including, without limitation, to incorporate Sophomer IP in its own products, to use Sophomer IP in development of any products, or for any other commercial purposes.
   3. 5.34.Sophomer may provide additional commercial license if the Customer so requests.
   4. 5.35.Sophomer exclusively owns all Intellectual Property rights in any inventions (patentable or otherwise), discoveries, improvements, data, know-how, or other results that are conceived, developed, discovered, reduced to practice, or generated by or for Sophomer, or jointly by Sophomer and Customer in relation to processes, designs and methods utilized in manufacture of any products using Product or Sophomer’s Intellectual Property. Customer agrees to transfer and assign to Sophomer all right, title, and interest in and to any joint Intellectual Property.
   5. 5.36.Customer shall not cause or permit any reverse engineering, disassembly, de-compilation, modification or adaptation of the Product or the combination of the Product with any other product.
   6. 5.37.Neither party is entitled to use the proprietary name, logos, trademarks or other Intellectual Property of the other party for the purpose of advertising or other public presentation, whether in written or electronic form, unless expressly agreed otherwise.

1. Acceptance and defects

1. 1. 6.38.Sophomer is liable for defects that the Products have at the moment when the risk of damage to the Products passes to the Customer. Customer shall inspect Product no later than ten (10) days after its delivery and notify Sophomer in writing (via e-mail info@sophomer.com) of any defects in quality or quantity of the Product as opposed to the specification of the Product in the Agreement and/or Product Documentation, including defects in packaging (“Defective Product”). In the notification, Customer shall include a brief description of Defective Product and the amount or specification of Defective Product. Sophomer is not responsible for any defect caused by transportation of Product or its improper storage or handling by Customer.
   2. 6.39.Sophomer reserves the right to inspect Defective Products. Customer shall return the Defective Product to Sophomer or provide further documentation of the Defective Product if necessary.
   3. 6.40.If Customer fails to notify Sophomer of any Defective Product in ten (10) days after the delivery of Product, the delivered Product will be deemed as accepted without any defects.
   4. 6.41.If notified in accordance with Section 6 and the Product is deemed as Defective Product by Sophomer, Sophomer shall, in its sole discretion, thirty (30) days from receiving the notification or Defective Product:
      1. 6.41.1.replace such Defective Product with Product of the quality and quantity as stated in the Offer and Product Documentation at its own expense;
      2. 6.41.2.return the price for such Defective Product or any part of to the Customer if already paid by the Customer.

1. Price and Payment Terms
   1. Payment of the price will be requested after the conclusion of the Contract and before the delivery of the Products by online card payment. Payment details will be sent to the Customer as part of the Confirmation.

1. 1. The payment is processed via the Comgate payment gateway, and the payment is subject to the terms and conditions of this payment gateway, which are available at: https://www.comgate.cz/files/obchodni-podminky-comgate-as-od-23-08-2024.pdf. In the case of online card payment, the price is due within 72 hours.
   2. The invoice will be issued electronically on the day the Products are shipped and after the price has been fully paid and will be sent to Customer’s Electronic Address.
   3. Sophomer is entitled, especially in the event that the Customer does not provide additional confirmation of the order (Article 2.8), to require payment of the entire purchase price before sending the Products to the Customer. The provisions of § 2119 par. 1 of the Civil Code shall not apply.
   4. All payments shall be done in the currency specified in the Order.
   5. The ownership right to the Products transfers to the Customer after the Customer has paid the price and received the Products. The price is considered paid when it is credited to Sophomer’s bank account.
   6. In case of a late payment of any accepted amount by Customer, Customer shall pay annual interest corresponding to the rate of the repo rate set by the Czech National Bank for the first day of the calendar half-year in which the default occurred, increased by 8 percent.

1. Warranty

1. 1. Sophomer warrants that Product will conform to the Product Documentation or any other Product specification made by Sophomer for the duration of the expiration period stated in the Product Documentation or 12 months, whichever is longer (“Warranty Period”).
   2. Except for the warranty set forth above, Sophomer makes no other warranty with respect to Product (including any uses thereof) or any other information that it provides, including:
      1. warranty of fitness for a particular purpose or result; or
      2. warranty of merchantability
      3. warranty against infringement of any rights of a third party, including intellectual property rights.
   3. Any suggestions by Sophomer regarding the use or suitability of Product shall not be construed as a warranty.
   4. The defects of the Product must be notified as soon as the defect arises or during the Warranty Period at the latest.
   5. The warranty set forth in Section 8.1 shall not apply if any defect is caused by improper transportation, storage or handling of the Product by the Customer.
   6. Subject to the conditions set forth above in this Section, Sophomer shall, in its sole discretion:
      1. replace Products (or the defective part thereof) or
      2. return the price of such Product or the part thereof.
   7. The remedies set forth herein shall be Customer’s sole and exclusive remedy and Sophomer’s entire liability for any breach of its warranty.

1. Returns

Customer shall not return Products without Sophomer’s prior written consent. Sophomer reserves the right to inspect the Product at Customer’s site and/or require disposal instead of return. All returns must be made in compliance with Sophomer’s instructions and may be subject to additional charges. Title to returned Products shall transfer to Sophomer upon acceptance at the place designated by Sophomer.

1. Limitation of Liability and Indemnification

1. 1. 10.8.Customer assumes all risk and liability for loss, damage or injury to persons or to property of Customer or others arising out of the transport, storage or use of Product, including infringement of any third-party rights resulting from Customer’s specific use of Product.
   2. Customer shall indemnify and hold Sophomer, its affiliates, and their respective agents, employees, and representatives, harmless from and against all claims, damages, losses, costs and expenses:
      1. 10.9.8.arising from or in connection with the transport, storage, sale or use of Product,
      2. 10.9.9.resulting from Sophomer’s breach of the Agreement, and/or
      3. 10.9.10.arising from the negligence, recklessness or misconduct of Customer, its affiliates, or their respective agents, employees, partners or subcontractors.
   3. 10.3.Except as otherwise expressly provided herein, Sophomer shall not indemnify nor be liable to Customer or any person or entity for any claim, damage or loss arising out of the Product, including the sale, transport, storage, failure, use or distribution thereof.
   4. 10.4.In addition, Sophomer shall not be liable for incidental, consequential, indirect, exemplary or special damages of any kind, including, without limitation, liability for loss of use, loss of work in progress, loss of revenue or profits, cost of substitute equipment, facilities or services, downtime costs, or any liability of Customer to a third party. The total liability of Sophomer hereunder shall not exceed the total purchase price of Product.

1. Termination

1. 1. 11.5.In addition to any other remedies provided hereunder, Sophomer may immediately terminate the Agreement upon written notice in case Customer:
      1. 11.5.11.fails to pay any amount within 2 weeks after the receipt of Sophomer written request;
      2. 11.5.12.has not otherwise performed or complied with the Agreement in whole or in part; or
      3. 11.5.13.becomes insolvent, files a petition for bankruptcy or commences or has commenced against proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

1. Confidential Information

1. 1. 12.6.The Parties agree to keep confidential any non-public or proprietary information, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Sophomer to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” is confidential and may not be disclosed or used by Customer for its own use, including but not limited to filing any patent applications disclosing or based on such confidential information, unless given a prior written consent by Sophomer. Upon request, Customer shall promptly return or destroy any documents and other materials received from Sophomer.
   2. 12.7.Notwithstanding any other provision of this Agreement, following information shall not be confidential:

1. information within the public domain prior to its disclosure;
2. information known to the Customer at the time of disclosure; or
3. information rightfully obtained by Customer on a non-confidential basis from a third party.

1. Force Majeure

If the performance by a party of any of its obligations under this Agreement (except a payment obligation) is delayed or prevented by circumstances beyond its reasonable control, that Party will not be in breach of the Agreement because of that delay in performance.  However, if the delay in performance lasts more than 3 months, the other party may terminate the Agreement with immediate effect by giving written notice to the party whose performance is delayed or prevented.

1. Miscellaneous

1. 1. 14.8.These Terms governs the contractual relationship of the parties in relation to the purchase of Product solely and exclusively. Any earlier agreements between the parties governing the same subject are hereby terminated and replaced by these Terms. Any changes to the Agreement shall be agreed upon in writing. Any general terms and conditions of the Customer are excluded.
   2. 14.9.The Agreement will be governed by and construed in accordance with the laws of the Czech Republic and shall not be governed by the United Nations Convention on Contracts for International Sale of Goods (the Vienna Convention). Any legal proceedings arising out of or relating to the Agreement shall be instituted in courts located in the Czech Republic. The territorial jurisdiction of the Czech court shall be determined based on the registered office of Sophomer.
   3. 14.10.Should one or more of the provisions contained in the Agreement be held invalid, illegal or unenforceable by a court or tribunal with jurisdiction to do so, then the validity, legality and enforceability of the remaining provisions contained herein will not be affected or impaired thereby, unless the absence of the invalidated provision(s) adversely affect the parties’ substantive rights. In such instance, the parties will use their best efforts to replace the invalid, illegal or unenforceable provision(s) with valid, legal and enforceable provision(s) which, insofar as practical, implement the purposes of this Agreement.
   4. 14.11.The relationship of the parties is that of independent contractors, and nothing herein will be construed as establishing one party or any of its employees as the agent, legal representative, joint ventures, partner or employee of the other. Neither party will hold itself out as being the agent, legal representative, joint venturer, partner or employee of the other party or as having authority to represent or act for the other party in any capacity whatsoever.
   5. 14.12.These Terms governs the contractual relationship of the parties in relation to the purchase of Product solely and exclusively. Any earlier agreements between the parties governing the same subject are hereby terminated and replaced by these Terms. Any changes to the Agreement shall be agreed upon in writing. Any general terms and conditions of the Customer are excluded.
   6. 14.13.The Agreement will be governed by and construed in accordance with the laws of the Czech Republic and shall not be governed by the United Nations Convention on Contracts for International Sale of Goods (the Vienna Convention). Any legal suit, action, or proceeding arising out of or relating to the Agreement shall be instituted in courts located in the Czech Republic, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. The territorial jurisdiction of the Czech court shall be determined based on the registered office of Sophomer.
   7. 14.14.Except if otherwise agreed upon by the parties, any notices required hereunder shall be made in writing, including e-mail or other form of electronic communication. 
   8. 14.15.Notwithstanding the termination of the Agreement, the following provisions: Sections 4, 5, 8, 10 12 shall remain in force.
   9. 14.16.The processing of personal data by Sophomer is governed by its Privacy Policy.