LEGAL INFORMATION

GENERAL TERMS AND CONDITIONS

Warranty and trade conditions

For contractual deliveries to the company FTP ENGINEERING s.r.o.

1. Introductory provisions and definitions

1.1. Definition

1.1.1. The supplier is understood as the company FTP ENGINEERING s.r.o., with a registered office at Pri Hrubej lúke 1, Bratislava - Dúbravka 842 01, ID number: 35977558, Business Register of the District Court Bratislava I, section: Sro, insert no. 39276/B.

1.1.2. A customer is understood as an entity that accepted the supplier's price offer and thus became a party to the purchase contract/work contract with the supplier.

1.1.3. A price offer is the supplier's proposal for concluding a contract, formulated based on the customer's requirements; these General Terms and Conditions and the complaint procedure are an integral part of the price offer. It is also possible to send the price offer via electronic communication.

1.1.4. Acceptance means acceptance of the price offer by the customer, by: i) delivery of a confirmation email to the address of the supplier, indicated in the price offer, as well as ii) payment of a part of the price in accordance with Art. 6.2.1 of these GTC. If the supplier has doubts about the content of the legal act of acceptance or about the person who made the legal act of acceptance, the supplier can insist on delivery of the original price offer, signed by the customer, in accordance with Art. 19.1 GTC. These General Terms and Conditions and the applicable complaint procedure are an integral part of the acceptance.

1.1.5. In terms of content, the contract means a price offer confirmed by acceptance during the validity period of the price offer; from a legal point of view, a purchase contract or a contract for work will be created between the parties (in the case where the performance includes assembly).

1.1.6. GTC means these general terms and conditions governing the legal relationship between the supplier and the customer. The General Terms and Conditions are considered an integral part of the contract, and the customer confirms by accepting that he has familiarized himself with these General Terms and Conditions and fully agrees with them.

1.1.7. The product or the subject of delivery is understood as the output product which is the subject of delivery according to the contract.

1.1.8. The starting materials are any technical materials and information (data, information, designs, projects, specifications, parameters, etc.) on the basis of which the supplier delivers the product.

1.1.9. Technical documentation includes any accompanying technical documentation of the product, necessary for its proper use, which are supplied together with the product at the time of loading for transport.

1.1.10. A new concept means a product that is not part of the supplier's existing product offering; it is a product that is made explicitly on the basis of the customer's request, exclusively on the basis of the basic documents provided by the customer, with a special regime of liability for defects.

1.2. Introductory provisions

1.2.1. The price offer is valid for two months from the day of its delivery to the customer. The supplier can withdraw the price offer without giving a reason.

1.2.2. The contract is considered concluded upon the customer's acceptance. If the acceptance contains any additions, restrictions or other changes, it is a rejection of the offer and a counter-offer. The supplier is not in any way compelled to accept this counter-offer. In the event that the supplier decides to accept the counter-offer, it will send the customer a new price offer in which additions, restrictions or other changes will be indicated; in the next one, the procedure is repeated according to this article. 1.2.2 GTC.

1.2.3. These GTC are part of the contract; any references to the contract therefore also include these GTC. Any arrangements deviating from these GTC are binding between the parties only if they are expressly agreed between the parties in the contract. Any agreements and legally binding declarations of the parties that should affect the content of the rights and obligations of the parties can also be accepted in the form of electronic communication. However, the supplier is entitled at any time, even without a special reason, to insist that the given action be executed in the form of a document signed by the parties, which will be delivered to him in accordance with Art. 19.1 GTC. Withdrawal from the contract will be possible only by delivery according to Art. 19.1 GTC.

1.2.4. If any provision of these General Terms and Conditions is or becomes invalid in whole or in part, the parties will jointly seek a new agreement that will be as similar as possible to the invalid agreement in terms of legal and economic meaning.

1.2.5. The conclusion of the contract shall be deemed to supersede and cancel any previous oral or written agreements or other arrangements between the parties.

1.2.6. Any business offers that do not have the nature of a binding price offer are not binding offers to conclude a contract. Any data and information contained in the supplier's general catalogues, brochures or price lists, whether in electronic or written form, are not binding. All photographs, drawings and diagrams are illustrative.

2. Subject of delivery

2.1 The subject of delivery - product - is defined in the price offer and its attachments. The supplier reserves the right to make any changes and adjustments to the technical specifications, configuration and design of the subject of delivery that do not impair the performance characteristics of the product, without prior notice. The presence of such changes in the product does not constitute a defect in the product. The subject of the delivery does not include the installation of the product in the customer's premises unless this is expressly agreed upon between the parties in the contract.

2.2 The delivery does not include any construction work, the supply of water, electricity, gas, compressed air, steam, the unloading of machinery from the means of transport and their placement in the customer's operation, the supply of food ingredients, the supply of any machinery, components and services that are not expressly stated in the contract. The supplier does not bear the costs of deliveries mentioned above in the first sentence of this provision, nor the costs of insurance premiums, taxes, customs duties, or any other fees associated with the performance of the contract. 

2.3 The supplier does not guarantee compatibility between the product and any equipment, components, parts, and other equipment that the customer acquires independently.

2.4 The choice of components and technical solutions, which are not explicitly specified in the contract, is a matter of assessment of the supplier.

2.5 The supplier is not obliged to perform an analysis of the risks associated with the use of the delivery item. The customer acknowledges that the risks associated with the use of the delivery item depend on the specific product which it will be used with.

2.6 The supplier is not obliged to provide noise testing of the delivery item. The customer acknowledges that the noise level of the delivery item depends on the specific product which it will be used with.

2.7 If any part of the production process, or any part to be used for the purpose of manufacturing the product, comes from or was designed by the customer, the supplier bears no responsibility for the result of the process, or for the part and its effect on the overall functioning of the product, including if the product is not a new concept. In the event, that at any stage of production there is a need to carry out a test, or the need to change the production process, the said test or the corresponding changes are not part of the price; for testing and changes, the customer will be obliged to pay a price equal to the sum of the actual costs and a margin of at least 10%.

2.8 Know-how regarding the supplier's production processes, the production processes and technologies used by the supplier are not part of the delivery.

2.9 The parties expressly agree that if the customer does not accept the price offer, he will be obliged to reimburse the supplier for all costs incurred during the preparation of the price offer, within ten days from the date of delivery of the request for payment.

3. Basic documents and technical documentation

3.1 By providing the basic documents to the supplier, the customer confirms that the supplier can rely on their correctness and completeness when fulfilling the contract. The customer also confirms that the use of the starting materials will not violate the intellectual or industrial property rights of a third party and relieves the supplier of any responsibility in this regard.

3.2 If the supplier discovers during the production of the product that the basic documents are factually incorrect or incomplete, the customer will be obliged to provide the supplier with correct and supplemented basic documents without undue delay; the delivery time is interrupted unless the customer does so. In the event, that correct or supplemented basic documents will result in a change in the production process or in the product itself, there will automatically be a proportional increase in the price, determined according to the prices of the inputs given at the time of the change.

3.3 If the supplier discovers during the production of the product that the starting materials are factually incorrect or incomplete, and this fact makes the delivery of the product impossible, the supplier will be entitled to withdraw from this contract. This does not affect the contractor's right to compensation for costs associated with the work performed so far, as well as the right to compensation for damage, including lost profit.

3.4 Both contracting parties remain the owners of technical documents and information that they have provided to each other (basic documents, technical documentation). Neither party shall, without the prior consent of the other party, make these documents available to any third party, either in whole or in part, or use them for purposes other than those for which they were provided.

3.5 The Supplier exclusively prepares technical documentation, as well as the documentation specified in the price offer, for the Customer, which is designated as the subject of delivery. Any other documentation required by the Customer will be prepared by the Supplier only if the Customer pays the Supplier the costs associated with the preparation of the documentation in question.

4. Legal norms valid in the country of destination

4.1 Unless otherwise expressly agreed by the parties, the production process and products will be in accordance with the legal regulations, technical and safety standards and norms valid at the supplier's place of business. If the supplier is to take into account the legal regulations, safety and technical standards and norms valid in the place of destination of the product after delivery, it must be explicitly agreed between the parties, while the relevant requirements in terms of the mentioned legal regulations, technical standards and norms must be part of the starting documents.

5. Prices

5.1 Unless otherwise agreed between the parties, all prices are considered to be ex Works prices in accordance with Incoterms 2020, they are expressed in Euro currency; VAT will be charged to the prices according to the relevant legal regulations. The price does not include shipping costs, insurance or packaging costs, or any other items such as export, transit, import or other duties and fees, product certification costs, taxes or other public charges that may be imposed in connection with this contract and the delivery of the product; in the event, that such charges are imposed on the supplier, the customer shall reimburse the supplier in full.

5.2 Packaging costs will be charged separately and packaging materials will not be returned.

5.3 The supplier reserves the right to withdraw from the contract if, after the conclusion of the contract, labor costs or the prices of input raw materials increase significantly, and the customer is not willing to accept this increase. The customer will be obliged to compensate the supplier for the costs associated with production until the moment of withdrawal.

5.4 The customer is obliged to pay the supplier for the preparation of documentation related to the subject of delivery, even if such documentation is not explicitly mentioned in the price offer but is required by the customer.

5.5 The Customer is obliged to reimburse the Supplier for all costs associated with permits, certificates, measurements, and analyses required for the subject of delivery. The Customer must also provide the necessary cooperation for obtaining permits and certificates and conducting measurements and analyses. This includes, but is not limited to, informing the supplier of the exact technological procedure for the production of a specific product, disclosing the properties of all substances used in production, ensuring the supplier has the necessary quantity of substances for tests on the subject of delivery, and providing any other cooperation required by the contractor.

6. Payment terms

6.1 Payments will be made to the bank account specified by the supplier.

6.2 Unless otherwise agreed, payments will be made as follows:

6.2.1 40% of the price will be paid as part of the acceptance, based on the supplier's advance invoice, submitted together with the price offer; after receiving the payment, the supplier will be obliged to issue a proper invoice - a tax document in accordance with the relevant legal regulations in the field of VAT;

6.2.2 60% of the price will be paid before the delivery of the product, based on the supplier's invoice issued with the notification of the product's readiness for handover in accordance with Art. 10.1 GTC, last sentence.

6.3 The obligation to pay the price or any other payment in terms of this contract is considered fulfilled on the day when the relevant funds are credited to the supplier's account.

6.4 Fees associated with the transfer of funds are borne by the customer.

6.5 If the supplier has legitimate concerns that his claims will not be paid properly and on time, given the circumstances that occurred after the conclusion of the contract, the supplier, without prejudice to his other contractual or legal rights, will be entitled to suspend further performance of the contract or detain the product ready for delivery until sufficient security has been provided. If the parties do not reach an agreement on this matter within a reasonable period of time, or if the supplier is not provided with sufficient security, the supplier will be entitled to withdraw from the contract.

6.6 If the customer falls into arrears with the payment of a monetary obligation, he will without further ado be obliged to pay interest on the delay from the day following the due date, at a rate determined according to legal regulations, but at least at a rate of 4% above the 3-month EURIBOR rate, valid at the time the occurrence of a delay. The right to compensation for damage is not affected by this.

6.7 Withdrawal from the contract or refusal to take over the product by the customer does not affect the already paid parts of the price; in that case, these payments will be considered a forfeited advance payment and will not be returned to the customer.

6.8 The customer will not be entitled to unilateral set-off or withholding of payments, except in the event, that the supplier is declared bankrupt, or the supplier enters into restructuring.

6.9 Regardless of whether the conditions for charging part of the price are met in accordance with Art. 6.2.2. GTC, part of the price in accordance with Art. 6.2.2, as well as other possible claims of the supplier against the customer, become immediately payable in the event, that:

6.9.1 there has been a delay in fulfilling any obligation of the customer towards the supplier;

6.9.2 bankruptcy proceedings have been initiated against the customer, or a restructuring proposal has been submitted;

6.9.3 a lien or other security institution has been established on the customer's property and the above can objectively be considered a threat to the customer's ability to pay;

6.9.4 the customer entered into liquidation or was canceled without liquidation;

6.9.5 the customer - a natural person - died or filed for personal bankruptcy.

6.10 The supplier is entitled to set off against the payment of its obligations to the customer also the receivables owed to the customer by any third parties, in any way personally or financially connected to the supplier. In addition, the supplier is entitled to use for the payment of his obligations to the customer also the receivables that the supplier has against third parties, in any way personally or financially connected to the customer.

6.11 In the event, that the supplier is forced to enforce its claims against the customer in court proceedings, all costs incurred by the supplier in such proceedings will be borne by the customer, or the customer shall reimburse them to the supplier.

7. Reservation of ownership

7.1 The supplier remains the owner of the product until the relevant price has been paid in full, even if the product is manufactured at the customer's location (i.e. assembly is part of the delivery). The customer will provide the supplier with all necessary cooperation for the purpose of protecting the property right. During the duration of the reservation of ownership rights, the customer shall, at his own expense, ensure the proper storage of the product and its insurance in favor of the supplier against theft, destruction, natural and other risks. In addition, the customer will take all measures necessary to ensure that the supplier's property rights are not in any way curtailed or damaged. If the goods have been sold to a third party before full payment has been made, the Customer assigns the receivable from the sale to the third party in the amount of the Customer's obligations to the Supplier.

7.2 The reservation of ownership rights is preserved and also applies to situations where the customer has not paid the supplier any of the relevant accessory prices, damages, contractual fines, interest, costs for legal claims, etc.

7.3 If the product is subject to a reservation of ownership rights, the customer is not entitled to encumber or alienate the product other than in the course of normal business dealings.

7.4 In the event, that the supplier asserts the rights arising from the reservation of ownership rights, he will be entitled to take possession of the affected product, while the customer will provide him with all necessary cooperation for that purpose.

7.5 In order to secure its receivables, the supplier has a right of lien in relation to any movable property of the customer that is at its disposal for any legal reason.

7.6 Even if the customer fulfills all his obligations in terms of the contract, the reservation of ownership remains nevertheless preserved, if the customer does not fulfill his obligations in terms of any subsequently concluded special arrangements regarding the product.

8. Intellectual property rights and confidential information

8.1 If the product includes any work having the character of an author's work or an object of industrial property, for example software, the supplier provides the customer with a temporally and territorially unlimited right to use the said work/object of industrial property ("right to use"), but exclusively for the purpose of proper use of the product , i.e. that exclusively only in relation to the delivered products to which it applies; the right to use exists during the entire period of use of the product. The price for providing the right to use is part of the negotiated price. The customer is not authorized to use the right to transfer to third parties, nor to grant sublicenses. The supplier remains the owner of the copyrighted work / subject of industrial property and is entitled to continue using it without any restrictions. The customer is not authorized to change, expand, update, upgrade, adapt, reproduce, or deal with it in any other similar way. The customer is obliged to protect the author's work / object of industrial property against interference by third parties.

8.2 The supplier is left without any additional source materials prepared by the owner, including test models, production procedures, technical and other know-how and software used in the production of the product ("confidential information"), regardless of whether the costs of their development were borne by the supplier or customer. The customer is obliged to maintain strict confidentiality about confidential information and not to make it available to third parties, not to make copies of it. The customer shall pay the supplier a contractual fine of 25,000 Euros for each violation of this obligation. The claim for damages is not affected by this.

8.3 The obligation of confidentiality also applies to, respectively confidential information is also considered any other information related to the supplier, i.e. especially for information about its customers, employees, technical and production procedures, methods of securing assets, accounting, assets, pricing conditions and pricing policy. The customer's obligation not to publish photos or videos of products delivered by the supplier without the supplier's consent is also considered part of the obligation of confidentiality. The customer shall pay the supplier a contractual fine of 25,000 Euros for each violation of this obligation. The claim for damages is not affected by this.

8.4 In the event, that any carriers of confidential information are with the customer and are not necessary for the proper use of the product, the customer is obliged to return these carriers to the supplier without undue delay after the supplier's request. In case of delay, the customer is obliged to pay the supplier a contractual penalty of EUR 1000 for each day of delay with refund. The claim for damages is not affected by this.

8.5 The customer shall make all necessary efforts to protect the supplier's confidential information, at least to the extent of the protection it provides to its own confidential information. Access to confidential information will only be given to those personnel of the customer who absolutely need it for the proper use of the product, while the customer undertakes to oblige such personnel to the identical duty of confidentiality.

8.6 The obligation of confidentiality does not apply to information that the customer is obliged to provide to public authorities as part of the fulfillment of a legal obligation in the relevant official procedure.

8.7 The obligation of confidentiality within the meaning of this contract remains preserved even after the fulfillment of the subject of the contract by the supplier, or after termination of the contract for any other reason.

9. Delivery time

9.1 The customer acknowledges that the delivery time specified in the contract is determined as approximate.

9.2 When determining the delivery time, the supplier makes a judgement based on the circumstances known to him at the time of the conclusion of the contract.

9.3 The delivery period begins on the day the contract is concluded. However, the delivery period will not start to run in any case unless other formal delivery requirements have been met, such as, for example, import, export, transit or payment permits have not been obtained, the main technical starting points and starting materials have not been established, and the supplier does not have all the necessary information available for proper fulfillment of the contract.

9.4 Fulfillment of the delivery time depends on the proper fulfillment of the customer's contractual obligations and on the provision of all necessary cooperation.

9.5 The delivery time will be considered to be reasonably extended if: a) the basic documents necessary for the proper performance of the contract were not provided to the supplier in time, or these information and documents were subsequently changed by the customer; or b) if obstacles arise which the supplier cannot prevent even with professional care, regardless of whether they concern the supplier or the customer or any other party; such obstacles are considered to be, for example, epidemics, mobilization, war, revolution, serious shortfall in the workforce, accidents, labor disputes, late or defective deliveries of raw materials or other inputs from subcontractors, the need to shred important parts of the supply, interventions or inaction by public authorities and administration, natural disasters, force majeure; or c) if the customer or a third party is in arrears with the fulfillment of their part of the delivery, or with the fulfillment of contractual obligations, the fulfillment of which is crucial for the proper delivery of the product.

9.6 The customer will be entitled to demand compensation for damage caused by failure to meet the delivery time only if it is proven that the delay was caused by reasons on the part of the supplier and the damage arose as a direct consequence of this delay. However, if the delivery can be compensated by a substitute performance, the customer will not be entitled to compensation. However, compensation for delay shall in no case exceed 0.5% of the contract price for the subject of delivery to which the delay relates for each week of delay and shall not exceed the sum of 5% of the contract price in total for the item of delivery related to the delay. The customer also expressly agrees that it will not be possible to request any compensation for the first two weeks of delay.

10. Transfer of the risk of damages.

10.1 Product delivery is negotiated on an ex works basis in accordance with Incoterms 2020; the supplier fulfills its obligation to deliver the product at the moment when the customer is allowed to take over the product at the supplier's place of business; at this moment, the risk of damage to the product also passes to the customer. The supplier is obliged to inform the customer in advance about the readiness of the product for handover, indicating the date when the product will be handed over to him according to protocol.

10.2 The supplier will not be obliged to hand over the product and will not be in arrears unless part of the price has been paid to him in accordance with Art. 6.2.2 GTC.

10.3 In the event, that a product that is at the customer's place is to be replaced, the customer bears the risk of damage to the product that is to be replaced with a new product, until the original product is again in the possession of the supplier.

10.4 The risk of damage to the product, which is the subject of assembly at the customer's place, is always the responsibility of the customer.

11. Acceptance procedure and inspection of the product

11.1 The supplier is obliged to inform the customer about the readiness of the product for handover and about the moment when the product will be handed over according to the protocol (Article 10.1 GTC); if testing is also a prerequisite for the delivery of the product according to the contract, testing will also be carried out together with handover (Article 11.4 GTC). If the customer does not show up for the protocol handover of the product, the product will be stored at his expense and risk. The passing of the risk of damage to the product is not affected by this.

11.2 When handing over the product, the customer will inspect the product, about which the parties will write a handover protocol. The customer is obliged to report all obvious defects during the inspection and testing (if it was agreed) by including them in the acceptance protocol. The customer will be entitled to refuse to accept the product exclusively if the product has defects that clearly prevent its proper use. If the product has minor defects that do not prevent its proper use, these defects will be entered in the acceptance protocol together with the deadline within which the supplier undertakes to remove these defects.

11.3 Insufficient cooperation of the customer when taking over the product, for example postponing the takeover of the product, preventing the signing of the acceptance protocol, unreasonably refusing to sign the acceptance protocol, will not affect the transfer of the risk of damage to things.

11.4 Product testing includes in any case exclusively dry or water testing, i.e. not on oil or not with a specific raw material to be processed by the product.

12. Warranty and liability for defects

12.1 The warranty period is twelve months. In the case of systems in continuous operation, the warranty period is six months. The warranty period begins when the risk of damage to the product passes to the customer.

12.2 The customer is obliged to inform the supplier in writing about the occurrence of a defect without undue delay after discovering the defect or could have found out by exercising professional care.

12.3 Complaints must be made in writing (Article 19.1 GTC). In the event of a claim, the customer must provide the supplier with all the information necessary to assess the claim and its legitimacy, including the required photo and video documentation of adequate quality. In the case of incomplete or incorrect information, the case will not be recognized as a case subject to liability for defects and the customer will compensate the supplier for the incurred costs.

12.4 In the event of a justified complaint, the supplier will remove the defects without undue delay, while the customer will enable the supplier to remove them in full.

12.5 Original defective parts or materials that have been replaced become the property of the supplier.

12.6 The supplier bears the costs of removing defects. However, in the event, that the elimination of defects needs to be carried out at the customer's premises, the customer shall bear the following costs associated with the elimination of defects:

12.6.1 costs for transportation of spare parts and materials;

12.6.2 costs of disassembly and reassembly;

12.6.3 travel, accommodation and meal costs of the contractor's staff, who carries out the elimination of defects;

12.7 The customer is not entitled to claim rights from liability for defects if he is in delay in fulfilling his obligations to the supplier.

12.8 The warranty does not cover the following defects.

12.8.1 defects caused by normal wear and tear, improper use, faulty or missing maintenance, installations, interventions, modifications or repairs carried out independently by the customer or a third party; 

12.8.2 defects caused by the defects or unsuitability of components or materials supplied by the customer himself or expressly requested by him;

12.8.3 defects or inappropriateness of materials or auxiliary materials used by the customer;

12.8.4 defects caused by consumables that are the subject of processing, wear and tear of parts, filters, seals, etc.;

12.8.5 defects caused by non-observance of the instructions for use, excessive load - overloading, use of unsuitable material, influence of chemical or electrolytic agents, use of energy sources with incorrect parameters, assembly and construction interventions not carried out by the supplier, or other defects that are not caused by circumstances on the part of the supplier;

12.8.6 in the case of a product marked in the contract as a new concept, liability for defects does not apply to the functionality of the product itself, nor to the possibility of its use for a specific purpose; liability for defects applies to the fulfillment of the initial documents in the part of the basic technical parameters and specifications provided by the customer;

12.9 The warranty and liability for defects expires prematurely if the customer or a third party makes unauthorized or inappropriate modifications or repairs to the product or if the customer, in the event of a defect, does not take immediate measures to prevent further or greater damage, or if the customer does not allow the supplier to remove the defect in time.

12.10 Provisions of Art. 12.2 to 12.8 of these GTC also apply appropriately to any other claims of the customer due to another breach of contract by the supplier.

12.11 The supplier is in no way responsible for the so-called indirect damage, consequential damage, lost profit, or loss of contract.

12.12. The supplier guarantees that the delivery item corresponds to all the technical specifications confirmed by the customer in the price offer. All conditions or warranties other than description, quality or fitness for a particular purpose are excluded from warranty to the fullest extent permitted by law.

12.13 If the defect relates to components, parts or works of subcontractors, expressly requested by the customer, the supplier's liability for defects is limited to the scope of liability for defects provided by these subcontractors.

12.14 The supplier's advice and recommendations relating to the use of the delivery item do not apply to the specific product for which the equipment will be used, and therefore it is the customer's responsibility to ensure the suitability of the delivery item for the purpose of its use with a specific product. Unless the supplier expressly agrees to this in writing, the suitability of the subject of delivery for the purpose of its use with a specific customer product is not guaranteed, regardless of whether the purpose of use has been communicated to the supplier or not, and therefore any legal or other resulting guarantee or liability is excluded.

12.15 The supplier provides the customer with post-warranty service, but only on the basis of the customer's special request and for a special fee agreed between the parties.

12.16 The customer is not entitled to assign any rights in terms of liability for defects to another person.

13. Termination of the contract

13.1 The contract cannot be terminated. The parties may withdraw from the contract if it is stipulated in the contract. 

13.2 After payment (including partial payment), the customer has the right to cancel the accepted price offer in writing, if the supplier fails to meet the agreed delivery conditions specified in the price offer or in the contract. In the event of such cancellation, the customer is obliged to compensate the supplier for damages incurred as a result of this action. Damages include, but are not limited to, actual damages, lost profits, and related costs. The supplier may claim compensation for damages particularly, but not exclusively, in cases where the goods are "made to order," the goods were procured specifically at the customer’s request, or demonstrable costs have already been incurred in connection with securing the goods.

13.3 The supplier has the right to cancel the order, or part of it, if the goods are no longer manufactured or supplied, if it is not possible to deliver them on time or properly due to force majeure, or if the price of the goods has significantly changed on the part of the supplier. If any of the above situations arise, the supplier will immediately contact the customer to agree on further steps. If the order is cancelled by the supplier and the customer has already paid part or all of the agreed price, this amount will be refunded to the customer's account.

14. Disclaimer

14.1 The customer's claim for damages for breach of the supplier's obligations under this contract shall in no case include: a. consequential damages, including damage caused by loss of contract, or lost profit, travel and transportation costs, or accommodation and catering costs; b. damage caused to other things belonging to the customer or other persons located in the customer's premises, including damage to products that are produced - processed by the product, or that are located near the product; c. damages caused intentionally or negligently by the customer's employees;

14.2 The supplier is not responsible for damage to the material provided to him by the customer or on his behalf if the damage is a consequence of the defective nature of this material.

14.3 The customer shall compensate the supplier for all damages that may arise as a result of potential claims of third parties due to liability for a defective product, as long as the customer provides these third parties with or enables the use of the product, or part of it. The customer will bear all related costs, including the costs of legal protection.

15. Regression

15.1 If, as a result of the actions of the customer or his staff, or his representatives, or entities entrusted with the fulfillment of the customer's obligations under the contract, damage occurs to property or persons, and if a claim for damages is brought against the supplier for this reason, the supplier will have the right to apply recourse against the customer.

16. Assembly work

16.1 If a part of the contract includes the assembly of the product at the customer's place, the delivery times will only run after the customer has properly prepared the assembly site for assembly and notified the supplier of this fact in writing; provision of Art. 9.3 The General Terms and Conditions are not affected by this. In the event, that the supplier arrived at the assembly site and found that the assembly site was not properly prepared, despite the above notification, the customer bears all costs associated with an unnecessary trip.

16.2 The customer is obliged to ensure that his workers provide his assembly workers with all necessary cooperation and information.

16.3 The customer shall ensure and guarantee that all necessary licenses or official permits necessary for the proper and timely execution of the installation have been obtained at the time of installation. Upon request, the customer will send a copy of the above documents to the supplier.

16.4 For assembly work, the price does not include: a. costs associated with landscaping, drilling probes and building piles, cutting or breaking foundations, preparing foundations - the basis for the product, concreting, or other construction works; b. costs associated with establishing a connection to the supply of gas, water, electricity or other resources; c. the costs necessary to secure the environment against damage to materials or things and equipment located near the installation site; d. the cost of removing materials, building components, materials and rubble and other waste; e. costs for travel, accommodation and meals of the supplier's employees.

16.5 The customer will be obliged to ensure that the supplier can carry out the installation without interruption, at the agreed time, at least during normal working hours, that the installation site is accessible to him without problems and that the following supplies are available to him: a. gas, water and electricity; b. heating; c. lockable and dry storage space; d. devices and aids required in terms of regulations in the area of public health, safety and health protection at work.

16.6 The customer bears the risks and responsibility for damage caused by loss, fire or other event to things belonging to the supplier and its workers involved in the assembly, such as work tools, equipment and materials used in the assembly.

16.7 The customer is obliged to obtain adequate insurance coverage against liability in accordance with Art. 16.6 GTC. At the first request, the customer will be obliged to send the supplier a copy of the relevant insurance contracts, as well as a proof of payment of the insurance premium. In case of any damage, the customer is obliged to immediately report this damage to the insurer as an insurance event. 

16.8 If the customer fails to comply with the obligations in accordance with the above-mentioned provisions and this will result in a delay in assembly, the delivery time will not elapse during the period of delay. The customer is liable to the supplier for damage caused by this interruption of assembly. 

16.9 The product, which includes assembly at the customer's place, will be considered delivered at the moment when the customer is allowed to dispose of the properly executed product at the place of assembly; the warranty period also begins at this moment. The supplier is obliged to inform the customer reasonably in advance of the moment of delivery. The provisions of Art. 10 and 11 of the GTC shall be applied accordingly.

17. Applicable law and settlement of disputes

17.1. Any disputes arising between the parties in relation to this contract will preferably be resolved by mutual negotiations between the parties. In case of failure to reach an agreement, any disputes will be subject to the jurisdiction of the courts of the Slovak Republic.

17.2. The contract is governed by the legal order of the Slovak Republic.

18. Force majeure

18.1 The supplier is entitled to suspend the performance of his obligations if he is temporarily prevented from doing so by circumstances of force majeure.

18.2 Force majeure is considered, among other things, failure of deliveries by the supplier's subcontractors or carriers engaged by the supplier for the purpose of fulfilling the contract, unfavorable weather conditions, earthquakes, fire, failure of energy supplies, loss, theft or destruction of tools or materials, road roadblocks, strikes or obstructions to work, as well as import or export restrictions.

18.3 If the obstacle in the performance of the supplier's obligations lasts for more than six months, both contracting parties will be entitled to withdraw from this contract, but only in relation to the part of performance that is affected by the interruption.

18.4 In the case of force majeure, in which it is immediately obvious that performance has become completely impossible, both contracting parties may withdraw from this contract, but only in relation to the part of performance that is affected by the impossibility.

18.5 Neither party shall be entitled to claim compensation for damages caused by interruption of work or withdrawal from the contract due to force majeure.

19. Delivery

19.1 Delivery of documents on the basis of this contract or in connection with this contract other than as a form of electronic communication means delivery of documents by registered mail with delivery receipt proving delivery to the address of the other party specified in the contract (or to another address subsequently notified to the other party to the contract), delivery by courier, or personal delivery to the other contracting party. The date of delivery of the document is also considered to be the day on which the contractual party, which is the addressee, refuses to accept the delivered document, or on which the collection period for collecting the shipment at the post office delivered by post to the contractual party expires in vain, or on which the shipment delivered by post to the contractual party, a provably postmarked note that "the addressee has moved", "the addressee is unknown" or another note of similar meaning, if at the same time such a note is based on the truth.

19.2 In the case of delivery of a document via electronic communication, the document will be considered delivered at the moment when it was displayed in the addressee's email agent and this fact was confirmed to the sender by the delivery of a return message of automatic delivery confirmation (i.e. by applying the request for confirmation of delivery, e.g. in the MS Outlook system).

19.3 In the event of any change in the address for delivery by mail, fax number or email address, the respective contractual party undertakes to inform the other contractual party in writing about this change without delay; until such information is delivered, the original address, fax number and/or email address are still decisive for delivery.