DIRECT ORDERS & CUSTOM MANUFACTURING

Seller	MotoGears spol. s r.o.
Registered office	Krásná 196, 739 04 Krásná, Czech Republic
Company / VAT ID	08990093 / CZ08990093
Commercial Register	Regional Court in Ostrava, file C 81553
Contact	info@motogears.cz | +420 737 262 789
Workshop / returns	Příborská 1473, 738 01 Frýdek-Místek, Czech Republic
Effective date	Date of publication on www.moto-gears.com

Purpose and application

These General Terms and Conditions (the „Terms“) govern quotations, direct orders, custom manufacturing projects and related supplies agreed directly with MotoGears outside the e-shop at e-shop.motogears.cz. They apply if they were supplied to the Customer before the Contract was concluded or the Customer was given a reference to the Terms that enabled the Customer to review them. A reference appearing only on an invoice issued after conclusion of the Contract is insufficient. Contrary individually agreed terms take precedence. Rights that cannot legally be excluded remain unaffected.

A. Common terms

1. Definitions and scope

The „Seller“ is MotoGears spol. s r.o. The person or entity purchasing Goods or Services is the „Customer“. „Goods“ include standard parts, custom parts, prototypes, gear sets, shafts, assemblies and related products. „Services“ include design, engineering, inspection, measurement, modification and other work stated in the Contract. A „Business Customer“ acts in connection with its trade, business or profession; a „Consumer“ is an individual acting outside such activity. The „Contract“ consists of the Seller’s written quotation or order confirmation, these Terms and any written specifications expressly accepted by the Seller.

2. Quotations, orders and conclusion of the Contract

Unless expressly stated to be binding, a quotation is an invitation to place an order and remains valid for the period stated in it. A Customer order is an offer to contract. The Contract is concluded when the Seller confirms the order in writing, including by e-mail, or when the Customer accepts a quotation that expressly states it is binding. An automatic acknowledgement of receipt is not acceptance. The Seller may reject an order or request technical, payment, export-control or identity information before acceptance. Oral statements and estimates are binding only when confirmed in writing.

3. Specifications and changes

The Goods and Services shall comply with the specifications expressly stated in the Contract. Catalogue descriptions, photographs, samples and website information are illustrative unless the Contract expressly incorporates them as binding specifications. Reasonable production changes that do not materially reduce agreed functionality or quality are permitted. Any change requested after conclusion of the Contract requires the Seller’s written acceptance and may change the price, minimum quantity, production stage and delivery estimate. Work may be suspended until the change is agreed.

4. Prices, VAT, duties and payment

Unless expressly stated otherwise, prices exclude VAT, shipping, insurance, customs duties, import taxes and bank charges. VAT is applied under applicable law; where relevant, the Customer shall provide a valid VAT number and documents needed for the correct tax treatment. The Seller may request an advance payment, but its amount and due date must be specified in the quotation, order confirmation or a separate written payment request accepted by the Customer. If no advance payment has been agreed, the price is due as specified in the invoice or order confirmation. Where an advance payment is agreed as a condition for starting work, production and capacity reservation begin after it clears and the necessary technical information and samples have been received. The Customer bears the charges of its own bank and shall ensure the Seller receives the agreed amount where permitted by law. In the event of late payment, the Seller is entitled to statutory default interest and may suspend performance after prior notice; statutory claims for recovery costs remain unaffected.

5. Custom manufacturing, minimum quantities and cancellation

Custom manufacturing includes Goods produced, modified or sourced to the Customer’s requirements, samples, drawings, ratios, dimensions or intended application. The applicable minimum order quantity is stated in the quotation or order confirmation. Any change, reduction or cancellation of a custom order after conclusion of the Contract requires the parties‘ agreement, unless the Customer has a statutory right to withdraw or otherwise terminate the Contract. If the Customer requests cancellation after design work, material procurement or production has begun and the Seller agrees to it, the Customer shall pay documented, reasonably incurred costs connected with work in progress, including work performed, non-refundable committed materials, tooling and subcontracting, less amounts already paid for that order and any value the Seller can reasonably recover through other use. Mandatory Consumer rights always apply. The statutory exception to withdrawal without reason covers only Goods genuinely made to the Consumer’s specifications or personalised for the Consumer, as explained in Clause 22.

6. Customer information, samples and approvals

The Customer must provide complete and accurate drawings, dimensions, material information, operating conditions, mating parts, vehicle/model/year details and other information reasonably required for the work. The Seller may rely on that information and is not responsible for defects or incompatibility caused by incomplete, inaccurate or changed Customer data. Unless otherwise agreed, samples may be measured, inspected and temporarily disassembled where reasonably necessary; destructive testing requires the Customer’s express consent. The Customer bears the cost and risk of sending samples and must identify items that are unique, fragile or especially valuable. If an approval is requested, delay in approval extends the delivery estimate accordingly.

7. Technical suitability, compatibility and installation

Compatibility is guaranteed only for the models, years, part numbers, dimensions, mating parts and configurations expressly stated in the Contract. The Customer must verify the application before installation and must not assume compatibility merely because parts appear similar. Installation, shimming, backlash, engagement, lubrication and inspection of the complete assembly must be performed by a suitably qualified person in accordance with the relevant workshop manual and professional practice. Worn, altered, mismatched or non-standard associated components, including cases, bearings, shafts, forks, drums, collars and gears, may affect function and must be checked and replaced or adjusted as necessary. The Customer must stop using the Goods immediately if abnormal noise, shifting, wear or damage is detected.

8. Motorsport and high-performance use

Where the quotation, product description or labelling identifies Goods for racing, competition, prototype or off-road use, the Customer acknowledges that such use involves exceptional loads, accelerated wear and risk. The Customer is responsible for compliance with technical, sporting, road-registration and safety rules applicable at the place of use. No representation is made that the Goods are road-homologated, suitable for every engine state of tune or capable of achieving a particular racing result, service life, speed or performance level. Nothing in this clause excludes liability or statutory rights that cannot lawfully be excluded.

9. Delivery, risk and import formalities

Delivery dates are estimates unless the Seller expressly confirms a fixed deadline. The estimate begins only after the applicable prerequisites in Clauses 4 and 6 have been met. Partial deliveries are permitted where reasonable. The Customer shall provide a complete delivery address, email address and telephone number. For Business Customers, risk passes when the Goods are handed to the first carrier; for Consumers, risk passes when the Consumer or a designated third party other than the carrier takes possession. If the Consumer chooses a carrier not offered by the Seller, risk passes when the Goods are handed to that carrier. Title to the Goods passes only when the price of the relevant Goods has been paid in full. Customers outside the Czech Republic are responsible for import clearance, duties, taxes, licences and local restrictions unless the Contract states otherwise.

10. Delay and events outside reasonable control

The Seller is not liable for delay caused by events outside its reasonable control, including material or energy shortages, transport disruption, supplier or subcontractor failure, industrial action, government measures, natural events, war, epidemic or major equipment failure not reasonably avoidable. The Seller shall inform the Customer of a material delay and provide a revised estimate. Time for performance is extended by the period reasonably affected. If performance becomes impossible, either party may terminate the affected unperformed part; amounts paid for that part shall be refunded after deduction of sums lawfully due for completed or usable custom work. Mandatory Consumer remedies for late delivery remain unaffected.

11. Inspection, defects and claims

The Customer should inspect the package and Goods after delivery and document visible transport damage. When making a claim, the Customer is encouraged to give the order number, part identification, application, installation and operating circumstances, symptoms and any available photographs or measurements; a Consumer’s claim is not barred merely because some details are missing. A claim may be submitted to info@motogears.cz, at the workshop address above or by any other method permitted by law. The Seller may ask for reasonable cooperation and access to the affected Goods for assessment; the related assembly or other components are requested only where reasonably necessary to determine the cause. The Seller recommends contacting customer service before dispatch so a parcel can be identified, but prior instructions are not a condition for lodging a claim. If the claim is justified, the Seller will provide the remedy required by the Contract and law and reimburse costs it must bear by law.

12. Exclusions relating to defects

The Seller is not responsible for wear consistent with the manner of use or damage demonstrably caused after delivery by improper installation, setup, shimming, lubrication, maintenance, overload, accident, contamination, overheating, unauthorised modification or an incompatible component. Racing use or the use of another manufacturer’s parts alone does not exclude rights relating to a defect that the use or the component did not cause. Unless expressly given in writing, no separate commercial guarantee of quality or specific service life is provided beyond statutory rights. Mandatory Consumer rights remain unaffected.

13. Intellectual property, documentation, confidentiality and publicity

The Customer confirms it is entitled to supply drawings, samples, designs, trademarks and technical information to the Seller and permit their use to perform the Contract. The Customer retains its existing rights in materials it supplied. Project and manufacturing documentation created by or for the Seller in performing the Contract, including calculations, drawings, CAD models, programs, process sheets, inspection data and tooling designs, remains under the Seller’s control; rights in it belong to the persons entitled under applicable law and relevant agreements. Payment for Goods, development or tooling does not by itself transfer rights in that documentation or the Seller’s know-how unless expressly agreed in writing. Each party shall protect the other’s non-public technical and commercial information where confidentiality is indicated by its marking or the circumstances of disclosure; a specific written non-disclosure agreement prevails. Unless such an agreement or another written restriction prohibits it, the Seller may photograph the finished Goods after completion of the project and use those images to present its work, and may identify the Customer by its business name and refer to the general nature of the cooperation. The Seller shall not disclose confidential materials, dimensions, prices, non-public technical solutions or identifying details of an individual. The Customer’s logo or trademarks may be used only with the Customer’s prior consent.

14. Privacy and communications

The Seller processes personal data for enquiries, contract performance, delivery, accounting, legal compliance and legitimate business interests in accordance with the privacy information published at www.moto-gears.com/privacy-policy/. Contractual communications may be sent by e-mail to the latest address provided by the Customer. The Customer must promptly notify the Seller of changes to contact, billing, VAT or delivery information.

B. Additional terms for Business Customers

15. Business inspection and notification

A Business Customer must inspect the Goods as soon as reasonably possible after delivery. Apparent quantity, identity, transport or visible defects must be notified in writing without undue delay and preferably within five working days. Hidden defects must be notified without undue delay after discovery. Failure to notify in time may affect the Customer’s rights to the extent permitted by law. Use, installation or onward sale after a defect became apparent may be taken into account when assessing the claim.

16. Business remedies and liability

Unless mandatory law requires otherwise, the Seller may first choose to repair, replace or reperform defective Goods or Services within a reasonable time. If that remedy fails or is disproportionate, the Customer may claim an appropriate price reduction or terminate the affected part for a material breach. To the maximum extent permitted by law, the Seller is not liable for loss of profit, revenue, production, use, contracts, opportunity, goodwill, racing results or any indirect or consequential loss. The Seller’s aggregate liability arising from one Contract is limited to the net price paid for the affected Goods or Services. The limitations do not apply to intentional misconduct, gross negligence, injury to life or health, product liability that cannot be excluded, or any other liability that cannot lawfully be limited.

17. Business indemnity for Customer materials

A Business Customer shall indemnify the Seller against third-party claims and reasonable costs arising from the Seller’s authorised use of Customer-provided drawings, samples, specifications, trademarks or instructions, to the extent the claim alleges infringement or unlawfulness in those materials. This does not apply to the extent the claim results from the Seller’s unauthorised change or independent fault.

18. Business governing law and jurisdiction

Contracts with Business Customers are governed by Czech law, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The courts having territorial jurisdiction over the Seller’s registered office shall have exclusive jurisdiction, unless the parties agree otherwise in writing.

C. Additional terms for Consumers

19. Priority of mandatory Consumer law

If the Customer is a Consumer, mandatory provisions of Czech and applicable EU consumer law take priority over any inconsistent term. In cross-border cases, the choice of Czech law does not deprive the Consumer of mandatory protection granted by the law that would apply without that choice. Clauses 15–18 do not apply to Consumers.

20. Consumer rights for defective Goods

A Consumer may exercise statutory rights in respect of a defect that becomes apparent within two years after receipt of the Goods. Subject to the statutory conditions, the Consumer may request repair or replacement and, where applicable, an appropriate price reduction or withdrawal from the Contract. These rights do not cover ordinary wear or a defect demonstrably caused after delivery by improper installation, use or another component. Merely using a non-original part or a part from another manufacturer does not extinguish statutory defect rights. A complaint can be submitted to info@motogears.cz, at the workshop address above or by another legally permitted method. The Seller shall issue the confirmation required by law, resolve the complaint and inform the Consumer within 30 days of its submission, unless a longer period is expressly agreed with the Consumer.

21. Consumer withdrawal from distance contracts

For standard, non-custom Goods purchased at a distance, a Consumer may withdraw without giving a reason within 14 days after receipt, using any unequivocal statement or the model form in Annex 1. The Consumer must send the Goods back within 14 days after withdrawal and bears the direct return cost. The Seller refunds payments, including the cost of the least expensive offered standard delivery, within 14 days after withdrawal, but may wait until the Goods are received or the Consumer proves dispatch. The Consumer is responsible only for diminished value caused by handling beyond what is necessary to establish the nature, characteristics and functioning of the Goods.

22. No withdrawal for made-to-order Goods

A Consumer’s right to withdraw without giving a reason does not apply to Goods made to the Consumer’s individual specifications or personalised for the Consumer. This may include non-standard ratios, modified dog designs or parts made from a supplied sample or drawing where these genuinely involve an individual specification. Merely producing a standard catalogue part after receiving an order, or choosing from standard options offered in advance, does not create this exception. Statutory rights relating to defects remain unaffected.

23. Consumer dispute resolution

The Seller first invites the Consumer to contact info@motogears.cz so the matter can be resolved directly. The competent entity for out-of-court resolution of consumer disputes is the Czech Trade Inspection Authority (Česká obchodní inspekce), Štěpánská 567/15, 120 00 Prague 2, Czech Republic, www.coi.gov.cz, including its online ADR information and filing service. The former European Online Dispute Resolution platform was discontinued and is not used.

D. Final provisions

24. Order of precedence, severability and amendments

The order of precedence is: (1) a written individual agreement or order confirmation; (2) the quotation and accepted technical specification; and (3) these Terms. If any provision is invalid or unenforceable, the remaining provisions continue in effect and the invalid provision shall be replaced, where legally possible, by a valid provision closest to its commercial purpose. Amendments to an existing Contract require written agreement. The Seller may publish new Terms for future Contracts; the version provided or referenced when a Contract is concluded applies to that Contract.

25. Language and entire agreement

The Contract may be concluded in Czech or English. If both Czech and English versions of these Terms are presented to the Customer before the Contract is concluded, the language version specified in the order confirmation applies; if none is specified, the version in the language used for the individual dealings with the Customer applies. In the event of a discrepancy, interpretation shall not deprive a Consumer of rights granted by mandatory law. The Contract constitutes the entire agreement on its subject matter and supersedes prior proposals concerning that subject matter. Failure or delay in exercising a right does not waive it.

Annex 1 — Model Consumer Withdrawal Form

Complete and return this form only if you are a Consumer and wish to withdraw from an eligible distance contract. The withdrawal right does not apply to Goods made to your requirements or clearly personalised.

To	MotoGears spol. s r.o., Příborská 1473, 738 01 Frýdek-Místek, Czech Republic E-mail: info@motogears.cz
Notice	I/We hereby give notice that I/We withdraw from my/our contract of sale for the following Goods:
Goods	______________________________________________ ______________________________________________
Ordered / received	Ordered on: _________________ Received on: _________________
Order / invoice no.	______________________________________________
Consumer name	______________________________________________
Consumer address	______________________________________________ ______________________________________________
Refund details	Refund by the original payment method unless otherwise agreed.
Date / signature	Date: ____________ Signature (paper form only): __________________

Contact before returning Goods

Please contact info@motogears.cz before dispatch so that the return can be identified and handled correctly. This request does not limit the Consumer’s right to withdraw by any unequivocal statement within the statutory period.