LEGAL INFORMATION

GENERAL TERMS AND CONDITIONS

Warranty and Business Terms and Conditions — FTP Engineering s.r.o.

Version: January 2026 | Supersedes all previous versions | Prevailing version: Slovak language

 

0. Priority Item (Priority of Supplier Terms)

0.1. Any price offer issued by FTP Engineering s.r.o. constitutes an offer to conclude a contract governed exclusively by these General Terms and Conditions ("GTC"). Payment of the invoice (in whole or in part) by the Client or any other commencement of FTP Engineering s.r.o. constitutes full and unconditional acceptance of this offer without any modification. real GTC.

0.2. These GTS shall take precedence over and take precedence over any general or specific terms and conditions of purchase of the Client, regardless of their form or purpose. Any conflicting terms and conditions of the Client shall be rejected and shall not form part of the contract, regardless of whether they are contained in the order, order confirmation, delivery postscript, correspondence, standard forms, fine print or any other document – even if FTP Engineering s.r.o. has not expressly objected to them and even if subsequently issued an invoice or received payment. Receipt of payment, transfer or any other action by FTP Engineering s.r.o. shall not be considered as acceptance of the Client's terms and conditions.

0.3. The Client's Terms and Conditions shall only come into force if they are renamed verbatim in the Supplier's quotation and confirmed by the signature and seal of the Supplier's authorized representative. No modification, addition or rejection of these GTCs will be valid unless it is done by a special written agreement expressly referring to the amended provision, signed by an authorized representative of FTP Engineering s.r.o. and certified by the company.

0.4. Exclusivity. FTP Engineering s.r.o. concludes transactions exclusively on the basis of these GTCs or on the basis of a separate, fully executed individual contract, signed and sealed by both parties, which explicitly states which specific provisions of the GTC are modified. The Supplier does not enter into transactions on "mixed" terms by correspondence or on the basis of separately agreed partial deviations. If such an individual contract is not signed, the supplier will only comply with the terms of these GTCs.

 

1. Introductory provisions and definitions

1.1 Definitions

1.1.1. The Provider is FTP Engineering s.r.o., with its registered office at Pezinská 5104, 901 01 Malacký, No company 35977558, registered in the Commercial Register of the District Court of Bratislava III, Section: Sro, Insert No 39276/B.

1.1.2. Customer is an organization that has accepted the supplier's offer and has thus become a party to the contract of sale / contract for work with the supplier.

1.1.3. Price Quotation – the Supplier's offer to conclude a contract prepared on the basis of the Client's requirements; these SHCs are an integral part of the price offer. The complaint procedure is a separate document that is part of the GTC.

1.1.4. Acceptance means the acceptance of the price offer by the Client: (i) delivery of a confirmation letter by e-mail to the Supplier's address and/or (ii) payment of a part of the price in accordance with Article 6.2.1 of these Regulations of the General Commodity Partnership.

1.1.5. The Contract is a price offer confirmed by acceptance during the validity period of the price offer.

1.1.6. GTC means the General Terms and Conditions. By accepting a quotation, Customer confirms that it is familiar with and agrees with the GTC in full.

1.1.7. Product or object of delivery is the final product that is the subject of delivery under the contract.

1.1.8. Basic documents are any technical materials and information on the basis of which the Supplier supplies the Product and which are binding on the Client.

1.1.9. The technical documentation shall include any accompanying technical documentation necessary for the proper use of the product.

1.1.10. A new concept (prototype) means a product that is not part of the Supplier's existing offer, made explicitly on the basis of the Client's request and documents, or a serial product that the Client requires to be changed.

1.2 Introductory provisions

1.2.1. The price offer is valid for two months from the date of delivery to the Client. The Provider may withdraw the offer without giving a reason.

1.2.2. The Agreement is considered to be concluded by acceptance by the Client. If the acceptance contains additions, restrictions or other changes, this is a refusal of the offer and a counter-offer.

1.2.3. These GTCs are part of the Contract. Any agreements deviating from these GTCs are binding only if they are expressly agreed in the contract. Withdrawal from the Contract is possible only after delivery in accordance with Article 19.1 of the GTC.

1.2.4. If any provision of this SCA becomes or becomes invalid, the parties shall jointly seek a new system that is as close as possible to a legal and economic point of view. The invalidity of an individual provision shall not affect the validity of the remaining provisions; this shall apply in particular to the provisions of Section 0 (priority provision), which shall remain in force independently of the other provisions.

1.2.5. The conclusion of the contract is valid and cancels any previous oral or written agreements between the parties.

1.2.6. Any commercial offers that do not have the nature of a mandatory price are not binding. All photographs, drawings and diagrams are illustrative.

1.3 Qualification of the contract (definition of the type of trade) – Section 409 / Section 536 of the Commercial Code

1.3.1. The type of contract between the Supplier and the Customer is determined automatically according to the nature of the delivery object in accordance with the criteria below, regardless of the name used by the parties in correspondence or documents.

1.3.2. If the Client purchases a standard serial product from the Provider's existing offer without any changes, additions or individual requirements, the transaction qualifies as a sales contract within the meaning of Section 409 et seq. of the Commercial Code.

1.3.3. If the Client requests any changes or additions to the Product, or orders the production of the Product in accordance with its parameters, purpose or requirements, the Workshop is automatically and fully qualified as a Contract for the performance of work within the meaning of Section 536 et seq. of the Commercial Code.

1.3.4. In case of doubt, or if a single order demonstrates the characteristics of both types, the trade is considered to be a contract for work as a whole.

 

2. Shipping Item

2.1. The subject of delivery is specified in the price offer. The supplier reserves the right to make changes to the specifications, configuration and design that do not affect the characteristics of the product, without prior notice.

2.2. The supply does not include construction work, supply of utilities, unloading of equipment, food raw materials or any machinery and services not expressly specified in the contract.

2.3. The Provider does not guarantee compatibility between the product and the devices that the Client purchases separately.

2.4. The selection of components and technical solutions not explicitly specified in the contract is subject to the supplier's assessment.

2.5. For serial products offered by the supplier, the supplier must carry out a risk analysis within the limits provided for by the applicable legislation as a manufacturer (in particular with regard to conformity assessment and CE marking in accordance with Directive 2006/42/EC). In the case of prototype, individually designed or modified equipment, the supplier is not obliged to carry out a risk analysis of their use, since the completion and final conformity assessment is usually carried out by the customer; At the request of the client, this is a separate paid service.

2.6. For serial products, the supplier must ensure that noise emissions are declared within the limits provided for by applicable law. In the case of prototype or retrofit equipment, the supplier is not obliged to carry out a noise test; at the customer's request, this is a separate paid service.

2.7. If any part of the production process arises from or has been developed by the Customer, the Supplier shall not be liable for the result. Any necessary tests or changes will be charged at the actual cost plus a margin of at least 10%.

2.8. Knowledge regarding the supplier's production processes and technologies is not included in the delivery.

2.9. Preparation of a quotation for the price is free of charge. However, if the contractor, at the request of the client, performs individual design and engineering works (in particular, construction calculations, designs, drawings, 3D models or other preparatory works on the prototype), which are agreed in advance in writing as paid, the customer is obliged to pay the cost of these works, regardless of whether the contract is concluded subsequently. In such a case, the remuneration shall be applied to the design and engineering work performed, and not to the actual submission of a price offer.

2.10. Prototype, individually developed or modified equipment is considered a non-serial development project. The agreed price reflects the extended engineering scope, technical complexity and implementation risks.

2.10a. Only explicitly recorded parameters are guaranteed. In the case of a prototype, the device guarantees compliance only with those parameters and indicators that are necessary for the customer and are explicitly stated as guaranteed in the offer and/or contract. Any other parameters, expectations or results that are not fixed in writing as guaranteed are not subject to warranty.

2.10b. A change at the request of the Client automatically makes the product a prototype. A prototype is automatically considered to be any device to which, at the request of the Client, changes or additions have been made that are not provided for by the original design.

2.10c. Making such changes is a reason to revise the price, term and scope of guarantees.

2.10d. Definition of "Material Changes." Any change to Customer's requirements or input that is not a pre-agreed option or configuration selection included in the quote shall be deemed a material change. In particular, material changes relate to: (a) design; (b) materials; (c) performance parameters; (d) the scope of delivery; or (e) a deadline. Any change not expressly stated in the offer is a material change, regardless of its scale. This definition should be applied uniformly to the prototype regime (Article 2.10b), to the recalculation term (Article 9.5) and to the discharge mechanism (Article 2.12).

2.11. Any additional changes required after the approval of the technical documentation are subject to a special assessment.

2.13 Device and technology resolution

2.13.1. The object of delivery is the equipment, and not the technology, recipe or technological recipe for processing a specific product of the Client. The Supplier guarantees only the technical parameters of the equipment itself (mechanically calculated parameters of the design and performance of the machine), explicitly specified as guaranteed in the offer and/or contract (including, in particular, characteristics on a specific raw material, processing time, temperature and condition of the product at the output, quality of the final product), if the development of a technology for a specific product was not explicitly included in the subject of delivery and paid for separately.

2.13.2. Technological parameters of the process, properties of raw materials and requirements for the final result are the initial data of the Client. The Supplier designs and manufactures equipment on the basis of these data and has the right to rely on its completeness and correctness (Article 3.1).

2.13.3. Any performance that depends on the characteristics of the Customer's specific product can only be confirmed and guaranteed based on the results of the Customer's actual product tests. Such exams are a separate paid service paid for by the Customer. In the absence of product tests that have been performed and paid for, the Provider guarantees only the mechanically calculated parameters of the device, explicitly stated as guaranteed in the offer and/or contract.

2.13.4. The development of a technology or processing method for a specific product of the Client is a separate paid service and is concluded by a special agreement.

2.12 Requirements Change and Reset

2.12.1. Any change to the basic data or requirements (before or after the conclusion of the contract) must be made only after a separate development/processing fee. The work starts only after payment; the previous configuration and deadlines are maintained or suspended.

2.12.2. If the contractor has already started the work, the material change (Article 2.10d) leads to a reset: the previous stages, calculations, deadlines and agreements related to the relevant part are canceled and the work starts anew, including the calculation of the deadlines.

2.12.3.The Contractor undertakes to reuse the works, solutions and materials of the previous version in good faith to the maximum extent technically possible and expedient.

 

3. Reference documents and technical documentation

3.1. By submitting the initial documents to the Provider, the Client confirms that the Provider can rely on their correctness and completeness.

3.2. If the original documents are factually incorrect or incomplete, the Client must provide the correct documents without undue delay; the delivery time is interrupted until that point.

3.3. If the basic documents make delivery impossible, the Supplier shall be entitled to withdraw from the contract and be compensated for costs and losses, including lost profits.

3.4. Both parties remain the owners of the technical documents provided to each other. Neither party shall provide these documents to third parties without their prior consent.

3.5. Any other documentation beyond the scope of the delivery subject will only be prepared if the Customer pays the relevant costs.

 

4. Legal regulations applicable in the country of destination

4.1. Unless otherwise agreed, production will be carried out in accordance with the legal, technical and safety standards in force at the supplier's place of operation. Compliance with the regulations of the destination country must be explicitly agreed upon and included in the basic documents.

4.2. The Customer's technical and regulatory requirements for the country of destination must be confirmed in writing and included in the contract or its annex prior to the commencement of production. The Customer is obliged to indemnify the Supplier and defend it against any claims, fines, fines or damages arising from the Customer's failure to provide accurate, complete and timely legal, technical requirements applicable at the destination.

 

5. Pricing

5.1. Unless otherwise agreed, all prices are Ex Works (EXW) Malacký, Slovakia according to Incoterms 2020, expressed in euros. The price does not include shipping, insurance, packaging, export/import duties, taxes or product certification costs.

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

5.3.Two-stage mechanism for cost growth.If, after the conclusion of the contract, labor costs or input prices increase by more than 8% compared to the level on the date of the offer due to changes in the material or labor market, the supplier has the right to request a price adjustment. (i) As a first step, the parties shall negotiate a proportionate adjustment of the price. (ii) If the Client does not accept the changes, the Provider shall be entitled to withdraw from the Agreement with a refund of the costs incurred up to the time of withdrawal.

5.4. The Client is obliged to pay for the preparation of the necessary documentation, but not explicitly specified in the price offer.

5.5. The Client is obliged to reimburse all costs related to permits, certificates, measurements and analyses necessary for the delivery object.

 

6. Payment Terms

6.1. Payments are made to the bank account designated by the Provider.

6.2. Unless otherwise agreed, payments are made as follows:

6.2.1. 20% of the  price is paid within the framework of acceptance on the basis of the Supplier's pro forma invoice submitted along with the quotation.

6.2.2. 80% of the  price must be paid before the delivery of the product on the basis of the supplier's invoice issued when notifying the product of readiness for delivery in accordance with Article 10.1 of the ZTC Agreement.

6.3. The payment obligation is considered to be fulfilled on the date of crediting funds to the Supplier's account.

6.4. The fees associated with the transfer of funds are covered by the Client.

6.5. If the Supplier has a well-founded fear that its receivables will not be paid, it has the right to suspend the execution or hold the product until sufficient security is ensured.

6.6. If the Client is in default with the payment of a monetary obligation, the Client is obliged to pay interest on the delay from the day after the date of repayment in the amount of at least 4% above the 3-month EURIBOR rate in effect at the time of the delay. The right to full compensation is not affected.

6.7. Billing in the event of Customer's withdrawal. In the event of Customer's withdrawal from the Agreement in accordance with Article 13.1, refusal to accept the Product or termination of the Project by Customer, Customer shall reimburse Supplier for all actual costs associated with the Project, including, but not limited to: price of materials purchased and ordered; design, calculation, construction and pre-production work performed; production steps already completed; overhead costs; and also loss of profit. The deposit paid is included in the specified costs. If the amount of actual costs exceeds the amount of the deposit received, the client is obliged to pay the difference within 14 days. Only the part of the deposit that exceeds the amount of actual expenses, if any, is refundable.

6.8. The Client does not have the right to unilaterally set off or withhold payments, except for cases when the Provider is declared bankrupt or enters into restructuring.

6.9. The portion of the price under Article 6.2.2 shall become immediately payable if: (a) the Client has failed to fulfil any obligation; (b) insolvency proceedings have been instituted against the Client; (c) there is a lien on the client's property; (d) the Client has entered into liquidation; (e) A customer who is a natural person has died or filed for personal bankruptcy.

6.10. The Provider has the right to write off its obligations to the Client, as well as receivables of third parties personally or financially related to the Client.

6.11. In the event that the Provider is forced to fulfill its receivables in legal proceedings, all costs shall be borne by the Client.

 

7. Reservation of ownership

7.1. The Supplier remains the owner of the product until the price is paid in full. During this time, the Client must ensure that the product is properly stored and insured in the interests of the Supplier.

7.2. Retention of title also applies if the Client has not paid the associated prices, damages, contractual fines, interest or legal costs.

7.3. If the product is subject to a title clause, the Client is not entitled to encumber or dispose of the product in any other way than in the ordinary course of business.

7.4. In the event that the Provider exercises its right to retain ownership, it shall have the right to take possession of the Product and the Client shall provide all necessary cooperation.

7.5. The Contractor shall have the right to retain the property in respect of any movable property of the Client in its possession on any legal basis.

7.6. The ownership clause shall remain in place if the Customer fails to comply with its obligations under any subsequently concluded special agreements relating to the Product.

 

8. Intellectual Property Rights and Confidential Information

8.1. If the product contains any copyrighted work or industrial property (e.g. software), the Provider grants the Customer the right to use this work solely for the proper use of the Product. The Customer is not entitled to transfer this right to third parties or to issue sublicenses. All rights to technical documentation, drawings, design designs and 3D models of the Product remain permanently and exclusively with the Provider;  The Customer does not acquire any ownership or license rights thereto and may not copy them, make them available to third parties, or use them to manufacture or modify the device.

8.2. The Supplier retains all rights to the know-how, production processes, technologies and software used in the production of the Product ("Confidential Information"). The Client is obliged to maintain strict confidentiality. A contractual penalty of €25,000 is imposed for each violation.

8.3. The obligation of confidentiality also applies to information about customers, employees, technical procedures and pricing policies of the supplier. The client is not allowed to publish photos or videos of goods supplied by the supplier without his consent. A contractual penalty of €25,000 is imposed for each violation.

8.4. If there are confidential information carriers on the Client's territory that are not necessary for proper use, it must be returned upon request. A penalty of €1,000 for each day of delay.

8.5. The Client protects confidential information at least to the same extent as its own. Access is limited to personnel who urgently need them.

8.6. The obligation of confidentiality does not apply to information that the Client is legally obliged to provide to public authorities.

8.7. The obligation to maintain confidentiality remains even after the execution or termination of the contract.

 

9. Delivery Time

9.1. The Client acknowledges that the delivery time specified in the contract (offer) is indicative.

9.2. In determining the time of delivery, the Supplier shall rely on the circumstances known at the time of conclusion of the contract.

9.3. The delivery time shall commence on the day on which the advance payment in accordance with Article 6.2.1 is credited to the Supplier's account, but shall only commence when all the formal conditions for delivery have been met.

9.4. Fulfillment of delivery deadlines is subject to the proper fulfillment of contractual obligations by the Client and the provision of all necessary cooperation.

9.5. The delivery time shall be extended accordingly if: (a) the original documents have not been provided on time or subsequently changed; or (b) force majeure events have occurred (epidemics, war, labor disputes, delay in the delivery of raw materials, natural disasters, interference by public authorities, etc.); or (c) the customer or a third party fails to fulfill its obligations. In the event of a material change (art. 2.10d) to the original data or requirements on the part of the Customer, the delivery time will not be extended, but will be recalculated from the date of written approval and payment for the change in accordance with art. 2.12 (cancellation of changes).

9.6. Compensation for delay shall not exceed 0.5% of the contract value per week and not more than 5% of the total contract value. No compensation shall be provided for the first two weeks of delay.

 

10. Passing the risk of damage

10.1. The delivery of products is carried out on the basis of  EX Works (EXW Malacký, Slovakia) in accordance with Incoterms 2020. The risk of damage passes to the Client at the moment when he is allowed to take the goods to the supplier's office. The EXW Malacky parity of delivery applies regardless of the qualification of the contract under Article 1.3; even in the case of a contract for works (prototype), the entire risk of damage is transferred according to the Incoterms EXW and not according to the additional rules of the Commercial Code on the place and manner of transfer of work (section 554).

10.2. The Supplier is not obliged to hand over the goods and is not in debt until payment is received in accordance with Article 6.2.2 of the GTS Agreement.

10.3. The Client bears the risk of damage to the product at the replacement point until the original product is again in the hands of the supplier.

10.4. The risk of damage to the product to be assembled at the Client's place always lies with the Client.

11. Product Acceptance Procedure and Inspection

11.1. The Provider is obliged to inform the Client about the readiness of the product for handover. If the Client does not show up for the transfer of the protocol, the product will be stored at his own expense and risk.

11.2. With regard to the parity of EX Works (EXW Malacky) deliveries, the Customer only signs the acknowledgement of receipt (or transport document of acceptance for carriage) upon receipt of the product; no separate handover protocol is made. It is the Customer's responsibility to inspect the product upon receipt and to notify the supplier immediately of any obvious defects in writing.

11.3. Lack of cooperation in receiving the product does not affect the passage of the risk of damage.

11.4. Product Tests. The Supplier shall carry out its own production control of the product's compliance with the requirements that it is obliged to meet. This control is part of the price, is carried out by the Supplier independently and does not require the participation of the Customer; the Supplier is not obliged to provide the Customer with access to it or report on its progress. Acceptance tests with the Customer's participation are carried out only with separate approval and payment. In the basic version, such tests include Exclusively dry or water tests, without oil and without specific customer raw materials. Tests of the Client's real product are carried out only if the following conditions are met: special payment for such tests; providing the client with their own materials; Reimbursement of design changes related to the transition to this product, if necessary.

 

12. Warranty and Liability for Defects

12.1. The warranty period is twelve (12) months. For systems in continuous operation, the warranty period is six (6) months.

12.2. The Client is obliged to notify the Supplier in writing of any defect without undue delay after its discovery.

12.3. Complaints must be submitted in writing (Article 19.1 of the Claim Agreement) with all the necessary information for the assessment of the claim, including photo and video documents.

12.4. In the event of a justified complaint, the Provider shall remedy the defects without undue delay and the Customer shall allow the Customer to do so.

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

12.6. Warranty repairs are carried out at the Supplier's headquarters (factory) in Malacky. The Client is obliged to deliver the declared product, part or part thereof, to the Supplier's factory at its own expense and risk, and after the repair to take it into its own hands. The Contractor bears the costs of the actual removal of defects covered by the warranty performed in its factory.  arising in connection with the transportation of goods or spare parts for warranty repair and return are covered by the Client.

12.6a. If, on the basis of a special written agreement, the Supplier exclusively undertakes to remedy the defect at the Customer's premises, the Customer shall: (a) the cost of transporting spare parts and materials; (b) disassembly and assembly costs; (c) the costs of travel, accommodation and meals for the supplier's personnel.

12.7. The Client is not entitled to exercise the rights arising from liability for defects if he fails to fulfill his obligations to the Provider.

12.8. The warranty does not cover defects caused by: normal wear and tear; misuse or lack of maintenance; unauthorized modifications or repairs; defective components supplied by the customer; consumables, filters, gaskets; failure to follow the instructions for use; overloading; unsuitable materials; incorrect energy parameters; chemical or electrolytic substances.

12.9. The warranty expires prematurely if the Client or a third party makes unauthorised changes or if the Client does not allow the Supplier to remedy the defect in a timely manner.

12.10. The provisions of Articles 12.2 to 12.8 shall also apply to any other claims caused by a breach of contract by the Supplier.

12.11. The Supplier shall not be liable for any indirect damage, consequential damage, loss of profit or loss of contract.

12.12. The Supplier guarantees that the object of the Supply complies with all technical requirements confirmed by the Client in the price offer. Any conditions or warranties other than description, quality or suitability for a particular purpose are excluded to the maximum extent permitted by law.

12.13. If the defect relates to components expressly requested by the Customer, the Supplier's liability is limited to the limits of liability provided by such subcontractors.

12.14. The Supplier's advice and recommendations on the use of the Delivery Facility do not guarantee the suitability of use with any particular Client's product, unless agreed in writing.

12.15. The Supplier provides post-warranty service only on the basis of a special request of the Client and for a separately agreed fee.

12.16. The Client has no right to transfer to other persons arising from liability for defects.

 

13. Termination

13.1. Due to the nature of the contract (contract of sale / contract for work), the contract cannot be terminated unilaterally; the institution of termination does not apply. The contractual relationship may be terminated only by withdrawal from the contract and only in cases expressly provided for in these GTS or the mandatory provisions of the Commercial Code.  The consequences of withdrawal are governed by articles 3.3, 5.3, 6.7, 13.2 and 13.3, depending on which party withdraws and for what reason.

13.2. Upon payment (including partial payment), the Client shall be entitled to withdraw from the Contract in writing only if the delay in delivery caused by the Supplier exceeds 270 working days compared to the delivery time regulated in accordance with Article 9.5. Delays caused by a change in the original data, actions or circumstances of the Client in accordance with Article 9.5 shall not be included in this period. In the event of such withdrawal, the Client shall be obliged to reimburse the Provider direct costs actually incurred before the withdrawal; The supplier's lost profit is not subject to compensation, since the reason is the failure to fulfill the supplier's results.

13.3. The Supplier has the right to cancel the order if the goods are no longer in production, if timely delivery is not possible due to force majeure or if the price of the goods has changed significantly. If the supplier cancels the order and the customer has already paid, this amount will be refunded.

 

14. Disclaimer

14.1. In any event, the Client's claim for damages shall not include: (a) consequential damages, including loss of contract, lost profits, travel and transportation costs; (b) damage to other property of the Client or third parties; (c) damage caused intentionally or through negligence by the Client's employees.

14.1a. In any event, the Supplier's total aggregate liability to the Customer in connection with or in connection with the Agreement, whether in contract, tort or otherwise, shall not exceed the total value of the Agreement. This limitation shall apply to all claims in the aggregate and not to a single case.

14.2. The Supplier shall not be liable for damage to the material provided by the Client if the damage is due to the defective nature of this material.

14.3. The Client shall indemnify the Provider for all losses resulting from claims by third parties due to liability for the defective product, provided that the Client authorizes the use of the product by such third parties.

 

15. Regression

15.1. If damage to property or persons occurs as a result of the actions of the Client, its personnel, representatives or organizations entrusted with the performance of the Client's obligations, and for this reason a claim is made against the Provider, the Provider has the right to impose a penalty against the Client.

 

16. Assembly Work

16.1. If the Contract provides for assembly at the Customer's site, delivery times will only start to run once the Customer has properly prepared the installation site and notified the Supplier in writing. If the location is not properly prepared for the arrival of the Supplier, all costs of unnecessary travel will be borne by the Customer.

16.2. The customer is obliged to ensure that his employees provide all necessary cooperation and information to the supplier's assembly workers.

16.3. The Client must ensure that all necessary licenses and official installation permits are obtained at the time of installation.

16.4. For assembly work, the price does not include: (a) landscaping, drilling, construction work; (b) communication with the media; (c) ensuring the safety of the environment; (d) waste disposal; (e) travel, accommodation and meals of the supplier's employees.

16.5. The Client shall ensure that the Contractor is able to carry out the installation without interruption, having access to gas, water, electricity, heating, lockable dry storage and the necessary protective equipment.

16.6. The Client bears the risk of damage caused by the loss, fire or other event of the Supplier's tools, equipment and materials during assembly.

16.7. The Client is obliged to take out the appropriate liability insurance in accordance with Article 16.6 and to provide a supporting document upon request.

16.8. If the Client does not comply with the above conditions and this causes a delay in the assembly, the delivery time is not counted in the delay period.

16.9. The Product, including the assembly, is considered delivered at the moment when the Client is allowed to dispose of the properly executed product at the place of assembly; from this moment the warranty period also begins.

 

17. Governing Law and Dispute Resolution

17.1. Any disputes between the parties shall be resolved preferably through mutual negotiations. In the absence of an agreement, disputes shall submit to the courts of the Slovak Republic and the territorial jurisdiction shall be the District Court of Malacky (or a court having substantive and territorial jurisdiction over the registered office of the supplier).

17.2. The contract and these SCAs, including any questions concerning their existence, validity or interpretation, are governed by the laws of the Slovak Republic, in particular the Commercial Code. The application of the UN Convention on Contracts for the International Sale of Goods (CISG, Vienna Convention 1980) is expressly excluded.

17.3. The decisive wording of these GTCs is the Slovak version. Any translations into other languages (including English and Russian) are made for convenience only, and in the event of a discrepancy, the Slovak version shall prevail.

 

18. Force Majeure

18.1. The Supplier has the right to suspend the performance of its obligations if force majeure temporarily prevents it.

18.2. Force Majeure includes, but is not limited to, refusals to supply subcontractors or carriers, adverse weather conditions, earthquakes, fires, power outages, loss, theft or destruction of tools or materials, road blockades, strikes and restrictions on imports and exports.

18.3. If the impediment of force majeure lasts for more than six months, both parties shall be entitled to withdraw from the contract in respect of the affected part of the performance; this waiver shall be one of the cases provided for in Article 13.1.

18.4. If, as a result of force majeure, performance has become permanently and completely impossible, this is one of the cases of refusal provided for in Article 13.1; in such case, both parties shall be entitled to withdraw from the contract in respect of the relevant part of the performance in accordance with the procedure set out in Article 19.1.

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

18a. Sanctions and export controls

18a.1. The Supplier shall not be obliged to perform the Contract or any part thereof if the performance would require a breach of applicable European Union or other international export regulations, trade sanctions or embargoes (including, without limitation, Council Regulations, UN Security Council resolutions or applicable national law). In such a case, the Supplier shall notify the Customer without undue delay and shall not be liable for any delay or non-performance.

18a.2. The Customer represents and warrants that it is not subject to any sanctions and that the Facility of Supply will not be used in violation of the applicable export control regulations. The Customer shall indemnify the Supplier for any loss, liability or expense arising from the breach of this Statement.

18b. Protection of personal data

18b.1. The Provider processes the personal data of the Client's contact persons to the extent necessary for the conclusion and performance of the contract in accordance with Regulation (EU) 2016/679 (GDPR) and the relevant legislation of the Slovak Republic. Detailed information on the processing of personal data is provided in a separate document "Privacy Policy" published on the Provider's website.

 

19. Delivery

19.1. Delivery of documents (other than electronic communication) means delivery by registered mail with confirmation of receipt, by courier or in person. A document is also considered to be handed over if the party refuses to accept it, if the deadline for collection at the post office has expired or if a note "addressee has left" or similar is marked.

19.2. In case of delivery by electronic communication, the document is considered delivered at the time of its display in the recipient's e-mail and confirmation by automatic confirmation of delivery.

 

Overview of key conditions

Status	Value
Addition parity	EXW Malacky, Slovakia (Incoterms 2020)
Payment	20% deposit upon acceptance / 80% before delivery
Warranty	12 months (6 months with continuous surgery)
Current law	Law of the Slovak Republic – Commercial Code; CISG excluded
Contract Type	§ 409 (purchase) / § 536 (for work) - according to Article 1.3
The right to cancel order	in case of delay of the contractor > 270 working days (Article 13.2)
Price adjustment	in case of an increase in costs > 8% (Article 5.3)
Guidance Text	Slovak

FTP Engineering s.r.o. · Pezinska 5104, 901 01 Malacky · Company ID: 35977558