Post-Warranty Care: General Terms and Conditions

  1. APPLICABLE TERMS

This Agreement governs (i) the sale of equipment, components, parts, materials (Products), (ii) installations, repairs, adjustments and provision of other related services (Services), as well as (iii) the sale of Software Licenses, within the post-warranty service care provided by Brightpick to its customers and/or business partners. Brightpick’s (price) quotations, order confirmation issued by Brightpick, these Terms, as well as any applicable addenda thereto, form together the Parties’ final Agreement. In the event of conflict between these documents, the order confirmation issued by Brightpick prevails. Brightpick’s quotation or order confirmation is conditioned on Buyer’s acceptance of these Terms. Any additional or conflicting terms in the Buyer’s initial request, specifications, purchase order, or any other written or oral communication are not binding on Brightpick unless explicitly agreed upon by Brightpick. Brightpick‘s failure to object to Buyer’s additional or conflicting terms does not operate as a waiver of any terms contained in these Terms or in the Agreement.

  1. Definitions and Interpretation

In this Agreement the following definitions will have the following meanings:

”AGREEMENT” – these Terms, any applicable addenda to these Terms, order confirmation issued by Brightpick, and Brightpick’s (price) quotation, form together the Parties’ final agreement;

“BUYER” – the legal entity that buys or agrees to buy Products or Services from Brightpick in accordance with this Agreement for business purposes (i.e. excluding consumers);

“CONFIDENTIAL INFORMATION” – all information relating to either the Brightpick or the Buyer (including, but not limited to, information regarding the Products and/or Services (or any of them)) which might reasonably be considered to be of a confidential nature;

“PRODUCT DOCUMENTATION ” – user manual, instruction manual, installation instructions, or any other information on the use of the Product sent electronically to the Buyer or packaged with the Product;

“PARTY” – the Brightpick and the Buyer;

”Brightpick” – Brightpick s. r. o., with its registered seat at Plynárenská 6, 821 09 Bratislava – mestská časť Ružinov, ID. No.: 47 353 309, registered with the Commercial Registry of Municipal Court Bratislava III, Section: Sro, Insert No.: 91452/B;

“PRODUCT” – the equipment, components, parts, and materials sold by Brightpick;

”PURCHASE ORDER” – the document, in either paper or electronic form, by which the Buyer places orders for Products or Services from Brightpick;

“SERVICES” – the installations, repairs, adjustments and other services required and ordered by the Buyer to be undertaken by Brightpick;

“SOFTWARE LICENSE” – the software licenses governing the use of the Software;

“SOFTWARE” – the software related to the use of the Products, which may be supplied together with the Products or on a stand-alone basis, and to which Brightpick holds the proprietary rights;

“TERMS” – these Post Warranty Care: General Terms and Conditions;

“WARRANTIES” – the Product Warranties and Service Warranties.

All references in these Terms to the singular mean the plural and vice versa, all references to person include companies, partnerships and other organizations and all references to the masculine include the feminine and neuter and vice versa. These Terms are executed in the English language, and any and all communication between the Buyer and Brightpick is also to be made in English, unless Brightpick explicitly consents to the use of a different language in a particular case.

  1. PRICING & PAYMENT

Prices and payment terms are as stated in Brightpick’s quotation and/or order confirmation.

  1. Payment

Unless otherwise stated in Brightpick’s quotation, all payments are due net thirty (30) days from the invoice date in EUR (Euro).

  1. Credit Approval

All orders are subject to credit approval by Brightpick. Brightpick may modify, suspend or withdraw the credit approval or payment terms at any time. If there is doubt regarding the Buyer’s financial condition, Brightpick may withhold the provision of Services, manufacturing or shipment of Products, or granting Software Licenses. Brightpick may also require cash payments, or require other satisfactory security. Additionally, Brightpick may recover shipped Products from the carrier pending such assurances.

  1. Taxes, Shipping, Packing, Handling

Unless otherwise stated in writing by Brightpick, Brightpick’s prices exclude charges for freight, unloading, storage, insurance, taxes, excises, fees, duties or other government charges related to the Products, Services and Software Licenses. Buyer will pay these amounts or reimburse Brightpick. If Buyer claims a tax or other exemption or direct payment permit, Buyer will provide a valid exemption certificate or permit and indemnify, defend and hold Brightpick harmless from any taxes, costs and penalties arising from the same. Brightpick’s prices include the costs of its standard domestic packing only. Any packing deviation will be charged to the Buyer. Increases, changes, adjustments or surcharges incurred will be for Buyer’s account.

  1. Late Payments

Late payments will bear interest at an annual percentage rate of eighteen percent (18%) per annum, or the highest rate allowed by law, whichever is lower.

  1. Disputed Invoice

If Buyer disputes all or any portion of an invoice, it must deliver written notice to Brightpick specifying the disputed amount and the basis for the dispute within seven (7) days of receiving the invoice. Otherwise, the Buyer is deemed to have agreed with the invoice and must pay the invoice in full and in time. Upon resolution of the dispute, the Buyer must pay the invoice or the remaining balance, plus any accrued interest on the late payment.

  1. Suspension/Termination Right

Unless otherwise stated in writing by Brightpick, Brightpick may suspend any work carried out for the purposes of or in the course of delivering Products, provision Services or granting Software Licenses, if an undisputed invoice is more than thirty 30 days past due. Brightpick may terminate this Agreement, if an undisputed invoice is more than thirty 30 days past due. Unless prohibited by law, Brightpick may also terminate this Agreement immediately in the event of a material adverse change in Buyer’s financial condition including, but not limited to, bankruptcy, insolvency, liquidation or similar financial condition.

  1. CANCELLATION

The Buyer has no right to cancel this Agreement. Upon placing an order to purchase Products, Services, or Software Licenses, and upon receipt of the Brightpick’s order confirmation, which confirms Brightpick’s acceptance of the Buyer’s order, the Buyer is not entitled to cancel the order in question. Brightpick is obliged to supply or deliver Products, Services, and Software Licenses in accordance with the Brightpick‘s order confirmation, and the Buyer is obliged to accept and take delivery of the Products, Services, or Software Licenses supplied and/or delivered by Brightpick in a due and timely manner in accordance with Brightpick’s order confirmation.

  1. DELIVERY; TITLE; RISK OF LOSS

Products will be delivered under EXW Incoterms® 2020 for non-EU countries, and under DAP Incoterms® 2020 for EU countries. The particular delivery place will be specified in the order confirmation issued by Brightpick. Buyer is responsible for all transportation, insurance and related expenses. The related expenses will include any taxes, duties or documentation fees. Brightpick may make partial shipments. Any shipping, delivery and installation dates are estimated dates only, and Brightpick is not liable for any loss or expense incurred by Buyer or Buyer’s customers as a result of changes in shipping, delivery or installation dates.

  1. TRANSPORTATION 

The Buyer must provide complete and proper transportation instructions to Brightpick. If the Buyer fails to provide timely transportation instructions, Brightpick will not be held responsible for any delay in shipping or delivery of the Product or Service, and any shipping, delivery, and installation schedule will be postponed until the Buyer provides the relevant transportation instructions. The Buyer will pay or reimburse any excess transportation charges for special or expedited delivery.

  1. FORCE MAJEURE / DELAYS

If Brightpick’s performance is delayed by any cause beyond its reasonable control, including without limitation strikes, labor shortages or disturbances, fire, accident, war or civil disturbance, delays of carriers, cyber-attacks, terrorist attacks, failure of normal sources of supply, or acts or inaction of government, Brightpick’s time of performance will be extended by a period equal to the length of the delay plus any consequences of the delay. Brightpick will notify the Buyer within a reasonable time after becoming aware of any such delay.

  1. BUYER’S OBLIGATIONS

Brightpick’s performance is contingent upon the Buyer timely fulfilling all of its obligations under this Agreement. These obligations include the Buyer supplying all documents and approvals needed for Brightpick to perform, including but not limited to technical information and data, drawings and document approvals, and necessary commercial documentation. Brightpick may request a change order for an equitable adjustment in prices and times for performance, as well as for any additional costs or any delay resulting from the failure of the Buyer or the Buyer’s contractors, successors, or assigns to meet these obligations.

  1. INDEMNITY

The Buyer agrees to indemnify, defend, and hold Brightpick, its subsidiaries, affiliates, officers, directors, employees, agents, licensors, consultants, suppliers, and any third-party providers harmless from and against all claims, demands, actions, liabilities, losses, expenses, damages, and costs, including actual attorneys’ fees, resulting from the Buyer’s violation of the material terms of the Agreement, any misuse or abuse of any Product, Service or Software License by the Buyer, any use of the Product, Service or Software License by the Buyer that amounts to infringement, or infringement by any other user of the Buyer’s account of any intellectual property or other right of Brightpick or any other third party. Buyer will cooperate as fully as reasonably required in Brightpick’s defense of any claim. Brightpick reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Buyer and the Buyer will not in any event settle any matter without the written consent of Brightpick.

  1. WARRANTIES – GENERAL PROVISIONS
    1. Product Warranties

Brightpick warrants that at the time of delivery of Products: (i) each Product is free from defects in material and workmanship; (ii) each Product materially conforms to Brightpick’s specifications that are attached to or expressly incorporated into the Agreement, and (iii) Brightpick has title to each Product free and clear of liens and encumbrances (the “Product Warranties”).

  1. Service Warranties

Brightpick warrants that at the time of delivery of Services: (i) the Services will be performed in a professional and workmanlike manner and in accordance with the standards generally accepted in the industry; (ii) the Services will materially conform to the specifications and requirements set forth in the Agreement; and (iii) Brightpick will use qualified personnel with the necessary expertise to perform the Services (the “Service Warranties”).

  1. Software Warranties Provisions

Neither Product Warranties nor Service Warranties apply to software furnished by Brightpick. The sole and exclusive warranties for any software are set forth in the respective applicable End-User License Agreement.

  1. Warranty claim process

(i) To submit a Warranty claim, the Buyer must contact Brightpick Support at support@Brightpick.com and explain all details of the claim. At the request of Brightpick, Buyer must provide a copy of the invoice to verify the Warranty claim.

  1. The Warranties are Brightpick’s sole and exclusive Warranties and are subject to the Limitation of Liability in the Article 11. Brightpick makes no other Warranties, express or implied, including, without limitation, Warranties of merchantability or fitness for a particular purpose, course of dealing and usage of trade.
  2. PRODUCT WARRANTIES – SPECIAL PROVISIONS
    1. Product Warranty Claim Report

(i) Before sending the Product back to Brightpick for resolving the Product Warranty claim, the Buyer must obtain a signed claim report from Brightpick, which will be issued by Brightpick in electronic form (“Product Warranty Claim Report”). Any Products under Product Warranty claim can be shipped by the Buyer back to Brightpick only when the claim report is issued by Brightpick; Brightpick is not obliged to accept any Products shipped without the Product Warranty Claim Report. (ii) The Product Warranty Claim Report will contain details on packaging and shipment of affected Products to be complied with by the Buyer when returning the Products under the Warranty claim. If the conditions set by the Product Warranty Claim Report are not met by the Buyer, Brightpick may reject the Warranty claim. Occasionally, Brightpick may provide an explicit exception to exclude some items (for example, cables, if they are mounted in an inaccessible manner and are not required in the claim investigation). This needs to be agreed upon before the Product Warranty Claim Report is issued. (iii) The Buyer must pack the claimed items adequately to prevent damage during shipment, preferably in the original packaging and including all original accessories. In any case, packing must be done in accordance with the instructions included in the respective Product Warranty Claim Report.

  1. Conditions of the Product Warranties

The Product Warranties are conditioned on the following: (i) no repairs, modifications or alterations being made to the Product other than by Brightpick or its authorized representatives; (ii) the Buyer handling, using, storing, installing, operating and maintaining the Product in compliance with any parameters or instructions in the Product Documentation or in any specifications attached to, or incorporated into the Agreement, including without limitation, with respect to disassembling the Product or breaking or tampering with any seals on the Product; (iii) compliance with all generally accepted industry standards; (iv) the Buyer discontinuing use of the Product after it has, or should have had, knowledge of any defect; (v) the Buyer providing prompt written notice of any Warranty claims within the Warranty period described below; (vi) at Brightpick’s discretion, the Buyer either removing and shipping the Product, or the malfunctioning or non-functioning part thereof to Brightpick in accordance with the issued Product Warranty Claim Report, at Buyer’s expense, or granting Brightpick reasonable access to the Products to assess the Warranty claims; (vii) the Product not having been subjected to accident (including force majeure), alteration, abuse or misuse; and (viii) Buyer not being in default of any payment obligation.

  1. Exclusions from Product Warranty Coverage

The Product Warranties do not apply to any equipment not provided by Brightpick. Any Product described as experimental, developmental, prototype, or pilot is specifically excluded from the Product Warranties and is provided to the Buyer on an “as is” basis with no warranties of any kind. Normal wear and tear is excluded, including any expendable items that comprise part of the Product (such as fuses, light bulbs and lamps). Brightpick does not warrant or guarantee that any Product will be secure from cyber threats, hacking or similar malicious activity. Products that are networked, connected to the internet, or otherwise connected to computers or other devices must be appropriately protected by Buyer and/or end user against unauthorized access.

  1. Final Performance and Mechanical Properties

Brightpick does not warrant or guarantee any final performance or mechanical properties of the Products. The Product Warranties do not cover any mechanical damage caused by configuration or usage of the Product.

  1. Product Warranty Period

Unless Brightpick agrees otherwise in writing, the Buyer must provide written notice of any claims for breach of Product Warranties within six (6) months from initial operation of the Product or six (6) months from invoice delivery date (whichever is later) (“Product Warranty Period”). Additionally, absent written notice within the Product Warranty Period, any use or possession of the Product after the expiration of the Product Warranty Period is conclusive evidence that the Warranties have been satisfied.

  1. Product Warranty Remedies

Buyer’s sole and exclusive remedies for breach of the Product Warranties are limited, at Brightpick’s discretion, to repair or replacement of the Product, or its malfunctioning or non-functioning parts, within a reasonable time period, or refund of all or part of the purchase price. The Warranty on repaired or replaced parts is limited to the remainder of the original warranty period. Unless Brightpick agrees otherwise in writing, the Buyer will be responsible for any costs associated with: (i) gaining Brightpick access to the Product; (ii) removal, disassembly, replacement, installation, or reinstallation of any equipment, materials or structures to permit Brightpick to perform its Warranty obligations; (iii) transportation to the Brightpick factory or repair facility; and (iv) damage to equipment components or parts resulting in whole or in part from non-compliance by the Buyer with the Agreement, especially provisions pertaining Warranties, or from their deteriorated condition. All exchanged Products replaced under this Warranty will become the property of Brightpick.

  1. Product Warranty Transferability

The Product Warranties are only transferable during the Product Warranty Period and only to the Product’s initial end-user.

  1. LIMITATION OF LIABILITY

Notwithstanding anything in this Agreement to the contrary, Brightpick is not liable, whether based in contract, warranty, tort (including negligence), strict liability, indemnity or any other legal or equitable theory, for: loss of use, revenue, savings, profit, interest, goodwill or opportunity, costs of capital, costs of replacement or substitute use or performance, loss of information and data, loss of power, voltage irregularities or frequency fluctuation, claims arising from the Buyer’s third party contracts, or for any type of indirect, special, liquidated, punitive, exemplary, collateral, incidental or consequential damages, or for any other loss or cost of a similar type that would exceed the amount of damage foreseeable at the time of this Agreement. The Parties agree that the maximum amount of foreseeable damage on the side of the Buyer equals the actual purchase price received by Brightpick for the Product, Service or a Software License that gave rise to the claim. Buyer agrees that the exclusions and limitations in this Article 11 will prevail over any conflicting terms and conditions in the Agreement and must be given full force and effect, whether or not any or all such remedies are determined to have failed of their essential purpose. The waivers and disclaimers of liability, releases from liability and limitations on liability expressed in this Article 11 extend to Brightpick’s affiliates, partners, principals, shareholders, directors, officers, employees, suppliers, agents, and successors and assigns.

  1. ONLINE SUPPORT

If agreed by the Parties that Brightpick provides online support to the Buyer in connection with the post warranty care under the Agreement, Brightpick is entitled and the Buyer will be obliged to allow Brightpick to provide such online support through the software determined by Brightpick.

  1. SAFETY

The Buyer will (i) cause each person who receives or uses a Product to read and comply with all safety instructions in the Product Documentation Product; (ii) instruct the user in the proper use of the Product; and (iii) implement and enforce the safety provisions of all Product safety notices, warnings, instructions or similar Product Documentation. The Buyer will not remove any shields, guards, or other safety devices from the Product.

  1. INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS
    1. Brightpick will, at its option and expense, defend or settle any suit or proceeding brought against Buyer based on an allegation that any Product, result of Service provision (if protected under the applicable copyright laws), Software License and/or use thereof for its intended purpose constitutes an infringement of any Patent Cooperation Treaty country member’s patent or misappropriation of a third party’s trade secret or copyright in the country where the Product or Service is delivered or a Software License is granted by Brightpick. The Buyer will promptly give Brightpick written notice of the suit or proceeding and the authority, information, and assistance needed to defend the claims. Brightpick will have the full and exclusive authority to defend and settle such claim(s) and will pay the damages and costs awarded in any suit or proceeding so defended. The Buyer will not make any admission(s) which might be prejudicial to Brightpick and will not enter into a settlement without Brightpick’s prior written consent. Brightpick is not responsible for any settlement made without its prior written consent. If the Product, result of Service provision (if protected under the applicable copyright laws), Software License, or any part thereof, as a result of any suit or proceeding so defended is held to constitute infringement or its use by Buyer is enjoined, Brightpick will, at its option and expense, either: (i) procure for Buyer the right to continue using respective Product, result of Service provision (if protected under the applicable copyright laws), Software License; (ii) replace it with substantially equivalent non-infringing Product, result of Service provision (if protected under the applicable copyright laws), Software License; or (iii) modify the Product, result of Service provision (if protected under the applicable copyright laws), Software License so it is non-infringing. Brightpick will have no duty or obligation under this Article 14.1 if the Product, result of Service provision (if protected under the applicable copyright laws), Software License is: (i) supplied according to Buyer’s design or instructions and compliance therewith has caused Brightpick to deviate from its normal course of performance; (ii) modified by Buyer or its contractors after delivery; or (iii) combined by Buyer or its contractors with devices, methods, systems or processes not furnished hereunder and by reason of said design, instruction, modification, or combination a suit is brought against the Buyer. In addition, if by reason of such design, instruction, modification or combination, a suit or proceeding is brought against Brightpick, the Buyer must protect Brightpick in the same manner and to the same extent that Brightpick has agreed to protect Buyer under this Article 14.1.

THIS ARTICLE IS AN EXCLUSIVE STATEMENT OF Brightpick’S DUTIES AND BUYER’S REMEDIES RELATING TO PATENTS, TRADE SECRETS AND COPYRIGHTS, AND DIRECT OR CONTRIBUTORY INFRINGEMENT THEREOF.

  1. Where a Software is necessary for proper and/or intended functioning of the Product, Brightpick grants to the Buyer, for the useful life of the respective Product, a non-assignable, non-exclusive license to use the Software in the manner and subject to the restrictions set forth in the Product Documentation and in the End-User License Agreement. The Software is Brightpick’s proprietary property and is licensed, not sold, to the Buyer. Brightpick retains all right, title and interest in and to the Software provided to Buyer in connection with the Product. Buyer will not use the Software except on or in conjunction with the Product. The Buyer will not (i) copy, alter, modify, adapt, translate, create derivative works, reverse engineer, disassemble, or decompile all or any portion of the Software; (ii) disclose, sell, sublicense or otherwise transfer or make available all or any portion of the Software to any third party, without the express written consent of Brightpick; or (iii) remove any copyright, trademark or other proprietary notice from the Software; it is without prejudice to any statutory rights the Buyer may have under applicable Slovak Copyright Law. In addition to any other remedy Brightpick may have, Brightpick reserves the right to terminate Buyer’s license if the Buyer fails to comply with the Agreement.
  1. CONFIDENTIALITY
    1. Both during and after the term of this Agreement, the Parties will treat as confidential all information obtained from the disclosing Party and all information compiled or generated by the disclosing Party under this Agreement for the receiving Party, including but not limited to business information, manufacturing information, technical data, drawings, flow charts, program listings, software code, and other software, plans and projections. Neither Party may disclose or refer to the work to be performed under this Agreement in any manner that identifies the other Party without advance written permission. However, Brightpick has the right to share confidential information with its affiliates and subcontractors, provided those recipients are subject to the same confidentiality obligations set forth herein.
    2. Nothing in this Agreement requires a Party to treat as confidential any information which: (i) is or becomes generally known to the public, without the fault of the receiving Party; (ii) is disclosed to the receiving Party, without obligation of confidentiality, by a third party having the right to make such disclosure; (iii) was previously known to the receiving Party, without obligation of confidentiality, which fact can be demonstrated by means of documents which are in the possession of the receiving Party upon the date of this Agreement; (iv) was independently developed by receiving Party or its representatives, as evidenced by written records, without the use of discloser’s confidential information; or (v) is required to be disclosed by law, except to the extent eligible for special treatment under an appropriate protective order, provided that the Party required to disclose by law will promptly advise the disclosing Party of any requirement to make such disclosure to allow the disclosing Party the opportunity to obtain a protective order and assist the disclosing Party in so doing.
    3. It is Brightpick’s policy not to unlawfully or improperly receive or use confidential information, including trade secrets, belonging to others. This policy precludes Brightpick from obtaining, directly or indirectly from any employee, contractor, or other individual rendering services to Brightpick confidential information of a prior employer, client or any other person which such employee, contractor, or individual is under an obligation not to disclose. The Buyer agrees to abide by this policy.
  2. COMPLIANCE WITH LAWS

The Parties agree to comply with all applicable laws and regulations, including but not limited to those relating (i) to the manufacture, purchase, resale, exportation, transfer, assignment or use of the Products; (ii) installations, repairs, adjustments and provision of other related Services; and (iii) granting and using Software Licenses.

  1. CHANGES IN WORK

No change will be made to the scope of work unless the Buyer and Brightpick agree in writing to the change and any resulting price, schedule or other contractual modifications. If any change to any law, rule, regulation, order, code, standard or requirement impacts Brightpick’s obligations or performance under this Agreement, Brightpick may request a change order for an equitable adjustment in the price and time of performance.

  1. NONWAIVER

Any waiver by a Party of strict compliance with this Agreement must be in writing, and any failure by the Parties to require strict compliance in one instance will not waive its right to insist on strict compliance thereafter.

  1. MODIFICATION OF TERMS

This Agreement may only be modified by a written instrument signed by authorized representatives of both Parties.

  1. ASSIGNMENT

Neither Party may assign all or part of this Agreement, or any rights or obligations under this Agreement, without the prior written consent of the other; but either Party may assign its rights and obligations, without recourse or consent, to any parent, wholly owned subsidiary, or affiliate or affiliate’s successor organization (whether as a result of reorganization, restructuring or sale of substantially all of a Party’s assets). However, the Buyer will not be entitled assign this Agreement to: a competitor of Brightpick; an entity in litigation with Brightpick; or an entity lacking the financial capability to satisfy the Buyer’s obligations. Any assignee expressly assumes the performance of any obligation assigned. Brightpick may grant a security interest in this Agreement and/or assign proceeds of this Agreement without the Buyer’s consent. The Buyer will not be entitled to grant a security interest in its rights and claims under this Agreement, nor assign any proceeds of this Agreement without Brightpick’s prior written consent.

  1. APPLICABLE LAW AND JURISDICTION

This Agreement is governed by and construed in accordance with the laws of the Slovak Republic, without regard to its conflict of laws principles. Each Party agrees that claims and disputes arising out of this Agreement must be decided by Slovak courts. Each Party submits to the personal jurisdiction of such courts for the purpose of litigating any claims or disputes.

  1. SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions will not in any way be affected or impaired. A court may modify the invalid, illegal or unenforceable provision to reflect, as closely as possible, the Parties’ original intent.

  1. EXPORT / IMPORT COMPLIANCE

The Buyer acknowledges that Brightpick is required to comply with applicable export / import laws and regulations relating to the sale, export, import, transfer, assignment, disposal and use of the Products, including any export / import license requirements. Buyer agrees that Products will not at any time directly or indirectly be used, exported, imported, sold, transferred, assigned or otherwise disposed of in a manner which will result in non compliance with any export / import laws and regulations. Brightpick’s continuing performance hereunder is conditioned on compliance with such export / import laws and regulations at all times.

  1. PRODUCT RETURNS

Prior to the return of any Product to Brightpick other than under the Warranty claims, the Buyer must identify the Product or portion/part thereof and obtain written authorization and shipping instructions from Brightpick. Brightpick has the right, in its sole discretion, to permit or reject any such return. Brightpick’s authorization to return any Product to Brightpick does not relieve the Buyer of its obligation to pay for such Product. Upon receipt, inspection, and acceptance of the Product by Brightpick, Brightpick will issue a credit memo to the Buyer, less applicable restocking fees. Brightpick reserves the right to reject any hazardous material.

  1. PERSONAL DATA PROTECTION
    1. The Parties undertake to protect privacy and personal data, in compliance with all applicable laws regarding personal data protection, namely, but not exclusively, with Regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC and/or Act No. 18/2018 Coll. on Personal Data Protection, as amended. The Buyer agrees with the use and provision (either physically or electronically) of its personal data or personal data of the persons to be participating in the performance of the Agreement, even abroad, to the legal persons affiliated to Brightpick, and that through the processors (that will process such personal data on behalf of Brightpick) for the above mentioned purpose and in order to track the transactions with the Buyer and/or its employees or statutory bodies and that even to the countries, which do not provide for adequate level of personal data protection. In case of data transfer to third countries, Brightpick adopted/will adopt appropriate safeguards for data protection.
    2. Brightpick is also entitled to provide the personal data of the Buyer, if it is required so by the generally applicable statutory law. The Buyer and/or the persons, participating in the performance of the Agreement on its behalf, are entitled to require information regarding the processing of their personal data, correction and deletion of those personal data. In the extent stipulated by respective regulations, the Buyer also has right to object the processing, to restriction of processing, to portability, as well as right to file a complaint to respective supervisory authority.
    3. Personal data related to the conclusion of the Agreement will be stored by Brightpick during the period of the Agreement performance and after its termination only for a period and in the extent necessary for a complete termination of cooperation, if applicable laws do not require further storage or there is no other legal basis for storage.
    4. In case the Buyer provides to Brightpick for the purpose of this Agreement personal data of other data subjects, it represents that it is entitled to, on the basis of a consent or on another legal basis, provide them to Brightpick for its processing as controller for the purpose of Brightpick’s legitimate interest and has informed the data subjects about the data processing activities as set out in this Agreement.
  2. SURVIVAL
    1. The Articles titled “Patent and Copyright Infringement”, “Limitation of Liability”, “Confidentiality”, “Delivery; Title; Risk of Loss”, and “Export / Import Compliance”, survive termination, expiration or cancellation of this Agreement.