General Business Terms and Conditions of KAROVIČ oceľová výroba, s.r.o.

Article I – PREAMBLE

The General Business Terms and Conditions (hereinafter referred to as the “GBTC” regulate the legal relationships between KAROVIČ oceľová výroba, s.r.o., with its registered office at Vendelínska 51/49, ID No.: 44 986 254, registered in the Commercial Register of the District Court of Bratislava I, Section Sro, File No.: 61852/B (hereinafter referred to as the “OVK“) as the Seller pursuant to the GBTC and any natural or legal person being the Purchaser pursuant to the GBTC.
The legal relationships between the Seller and the Purchaser shall be governed by the Purchase Agreement, the GBTC and unless otherwise specified by the documents, the applicable generally binding legal regulations valid in the Slovak Republic, in particular Act No. 513/1991 Coll. Business Code.
The Seller and the Purchaser may arrange the rights and obligations differently from the provisions of the GBTC in the Purchase Agreement or any other valid agreements concluded between them. In the case of disputes between the agreements concluded by the Parties, the wording of a later concluded agreement shall apply. Amendments in the GBTC during the contractual relationship between the Parties shall not affect the rights differently regulated by the Purchase Agreement and the agreements, even if the amendments in the GBTC were made later.

Article II – BASIC TERMS

Goods – the subject of purchase in the form, quantity and quality defined in the Purchase Agreement.
Seller – the OVK
Purchaser – legal or natural person concluding the Purchase Agreement on Goods Supply with the OVK.
The Parties/Parties to the Agreement – the Seller and the Purchaser together.
Place of delivery – all documents shall be delivered to the place determined by the Parties as the place of delivery in the Purchase Agreement, otherwise to the address of the registered office of a legal person or the residence of a natural person.
Purchase Agreement – a written document under this name as well as any mutually confirmed proposals of the Parties (for example an offer and offer acceptance, order and order acceptance, Delivery Note) comprising the basic required information: the subject of purchase and its specification, date of delivery and purchase price.

Article III – GOODS ORDER

The Purchaser shall present or send an order to the Seller in writing. In urgent cases, the Purchaser may notify the Seller of an order by phone, and a phone order must be supplemented/confirmed without unreasonable delay in writing, otherwise it shall not be considered.
The order must comprise:
1. business name, registered office and ID No. in the case of a legal person, or name and surname, residence and date of birth in the case of a natural person being the Purchaser.
2. VAT ID No. of the Purchaser (as long as he/she/it is a VAT payer).
3. accurate specification of type and quantity of ordered goods
4. production source materials, exact technical specification and drawings
5. required delivery term
6. method of collection and place of delivery of the goods
7. name, surname of the statutory body of the Purchaser
8. name, surname, residence and telephone contact of a person authorised by the Purchaser to deal with the particular order
In the case the Purchaser requires a certificate or metallurgical attestation, he/she/it shall be obliged to state the request in the order. In the case the Purchaser does not state the requirements in the order at the latest, the Seller shall not be obliged to meet them and the failure to meet them by the Seller shall not be considered to be a defect in the supply of the Seller.

Article IV – PURCHASE AGREEMENT CONCLUSION

For the Purchase Agreement conclusion, an order confirmed in writing by the Seller shall be decisive. Upon a written confirmation (acceptance) of the order by the Seller the Purchase Agreement shall be concluded between the Seller and the Purchaser. The order is binding on the Seller only after it confirmed its acceptance to the Purchaser in writing. A confirmed order shall be binding on the Purchaser.
The following data shall be stated in a written order confirmation: the identification details of the Seller (business name, registered office and ID No.) and the Purchaser (details pursuant to Article III Clause 2 Letter a) and b) of the GBTC, invoicing and delivery address), date of order, specification of the type and quantity of ordered goods, purchase price of the goods (the individual items and the total purchase price for goods), the costs of goods delivery, total purchase price including VAT and all costs, delivery method, payment method, delivery term.
Any amendments or auxiliary agreements to the Purchase Agreement must be made only in writing and they must be acknowledged in writing by both Parties.
Materials such as prospectuses, catalogues, figures, drawings and any other details about the goods shall be considered to be informative, unless they are expressly declared to be binding.
The Seller shall retain the ownership right and copyright to the catalogues, drawings and other source documents related to the sale of the goods, without any reservations. The Purchaser shall not be entitled to use, translate, copy or reproduce any materials or documentation related to the goods.

Article V – DELIVERY TERMS AND CONDITIONS

The Seller shall deliver goods to the place, at the time and in the way determined in the Purchase Agreement. A Delivery Note shall be produced about the delivery of the goods, and it shall be signed by both Parties to the Purchase Agreement. In the case the Seller is obliged to arrange the sending of the subject of purchase on the basis of the Purchase Agreement, a Delivery Note shall not be produced and it shall be replaced by any other document proving the meeting of the Seller´s obligation to deliver the goods to the Purchaser.
A Protocol on a Hand-over of Goods must comprise at least:
1. Purchase Agreement/order No.
2. business name, registered office and ID No. in the case of a legal person, or name and surname, residence and date of birth in the case of a natural person being the Purchaser and the Seller
3. Designation of the goods (type, accessories, quantity and quality, serial No., year of production)
4. receiving person (name, surname and position)
5. place of goods delivery
6. date of goods receipt
The time of goods delivery may be specified as an exact date or by a time period starting on the date of the Purchase Agreement signing. As long as the delivery time is determined by a time period, the supplier shall be entitled to deliver the goods within the entire period before its end. As long as the Seller should deliver more items of the goods to the Purchaser and the delivery time is specified as a time period in the Purchase Agreement, it may deliver the individual items of the goods gradually.
A delay by the Seller in the delivery of goods within a time period specified by the Purchase Agreement shall not be a breach of the Purchase Agreement, as long as the delay is caused by Force Majeure. The time period for the delivery of goods shall be reasonably prolonged by the duration of Force Majeure reasons. Force Majeure is considered to be unforeseen facts or foreseeable facts which are not controllable, while having an impact on the production or delivery of the subject of purchase, e.g. strikes, measures by public authorities, natural elements and disaster. In principle, the Seller shall be obliged to notify the Purchaser of these facts and inform it of at least an approximate possible time of goods delivery, if possible. As long as the performance becomes impossible due to Force Majeure, its obligation to deliver the goods to the Purchaser shall cease to exist. In the event that the Seller performance due to Force Majeure becomes possible only with unreasonably increased costs, the Seller may withdraw from the Purchase Agreement.
In the event that the Seller, due to an obstacle on its side, is in delay with the delivery of the goods, the Purchaser shall have the right to withdraw from the Purchase Agreement after requesting the Seller in writing to deliver the goods, while specifying an additional period for the performance, which must not be shorter than the duration of the obstacle which caused this delay. The Purchaser´s right to withdraw from the Purchase Agreement shall apply only to the delivery of goods not yet delivered to the Purchaser.
If the Seller´s performance becomes impossible and this inability to perform is be proven to be the fault of the Seller, the Purchaser shall have the right to claim damage compensation. In any case, the entitlement to compensation for damage caused to the Purchaser shall be limited to the amount representing 10% of the value of the goods, or its part, that could not be delivered to the Purchaser due to the impossibility to perform. An entitlement to compensation for the Purchaser´s damage exceeding 10 % of the value of defective goods shall be excluded.
Unless otherwise agreed in the Purchase Agreement concluded between the Seller and the Purchaser, the Seller’s obligation to deliver goods to the Purchaser and the Seller’s entitlement to get paid the agreed purchase price of the goods shall be fulfilled on the date when the goods were transferred to the first carrier for shipment to the Purchaser and the delivery is marked as a shipment for the Purchaser. The Seller shall be obliged to transfer to the Purchaser the rights from the transport contract in relation to the carrier, unless he/she/it has them directly based on the transport contract.
Unless it is agreed otherwise in the Purchase Agreement concluded between the Seller and the Purchaser, the place of delivery is the registered office or any other place of business of the Seller, or other place where the goods are manufactured or stored by the Seller (EXW delivery condition), the goods shall be delivered duly and in time at the time agreed in the Purchase Agreement as the date of goods acceptance. If the Purchaser does not accept the goods even after 3 days from the date agreed in the Purchase Agreement as the date of accepting the goods, the Seller shall be entitled to charge the Purchaser a storage fee of €1.00 per tonne (t) but not less than €5.00 per day for storing the goods.
If the goods under the Purchase Agreement should be delivered by the Purchaser to a place specified in the Purchase Agreement, the Purchaser shall be obliged to notify the Seller of all necessary transport arrangements, i.e. the subject of transport, the type of transport, the place of delivery, name, surname and the position of the person entitled to accept the goods, and the period of time for the goods to be accepted by the Purchaser from the relevant carrier. Access road to a place specified in the Agreement as the place of delivery must meet the minimum criteria of a III. class road, and the assessment of its passability shall be solely within the competence of the driver of the vehicle performing the carriage of the goods, taking into account the type of the vehicle, its current technical condition, the type of goods and the weather conditions at a given moment.
In the case of a personal acceptance of goods, the person authorized by the Purchaser to accept the goods shall be obliged to prove to the Seller he/she is authorised to act on behalf of the Purchaser (trade license, extract from the Commercial Register and identity card, Power of Attorney or any other document authorizing him/her to accept the goods) and to sign in manuscript the original of the delivery note or other proof of delivery to confirm the acceptance of the goods, otherwise the goods will not be given to such a person. In the case the given documents are not presented, the Seller shall be entitled to withdraw from the Agreement. The right to compensation for damage shall not be affected.
If goods are delivered to a place determined by the Purchaser, the Purchaser shall be obliged to provide the Seller with all necessary cooperation to facilitate the acceptance of the goods, in particular, to provide the staff and equipment needed for unloading the goods in the specified place, for accepting the goods and for its confirmation. If the Seller can not deliver the goods at the place of delivery to the Purchaser because he/she/it did not provide the necessary cooperation, the goods shall be deemed to be delivered at the time of delivery to the place of delivery. In such a case, the driver transporting the goods shall have a report on the journey confirmed by an independent person (e.g. a municipality authority) and he/she shall return the goods to the Seller´s warehouse. The Parties to the Agreement have agreed that in the case of the Purchaser´s breach of the obligation to provide the Seller with all necessary cooperation to ensure the delivery of the goods, he/she/it shall be obliged to pay a non-recurring contractual penalty of EUR 300 to the Seller. In addition, the Purchaser shall be obliged to reimburse all the costs incurred by the Seller due to the non-acceptance of the goods, all damages and lost profit, including the Seller´s costs for the transport and storage of the goods not accepted by the Purchaser. This shall not apply if the Seller’s delivery of the goods is in breach of the order and is outside the agreed term for the delivery of the goods.
Unless otherwise agreed by the Parties, all ground and polished stainless steel materials shall be packed in foil. Material of a different character shall be packed according to the request of the Purchaser. In the case the goods are packed, the Seller shall not be obliged to accept the given packing material and it shall remain at the Purchaser´s place and the Purchaser undertakes to dispose of it in an environment-friendly way.
The Seller shall hand over to the Purchaser all the documents and papers related to the goods. After the Purchaser has the opportunity to handle the goods, he/she/it shall be obliged to thoroughly inspect it and find out whether it was delivered with all accessories and relevant documents. All apparent defects found must be immediately reported in writing by the Purchaser to the Seller, within 24 hours of the moment of the opportunity to handle the goods at the latest.
If the Purchaser, in breach of the obligations stipulated by the Purchase Agreement or the GBTC, does not accept the goods/delays the acceptance of the goods (i), the Purchaser shall be obliged to pay a contractual penalty of 0,07% of the purchase price of the goods (the acceptance of which is delayed by the Purchaser) to the Seller for each day of delay, and / or (ii) the Seller shall be entitled to withdraw from the contract; in such a case the Purchaser shall be obliged to pay the contractual penalty according to (i) of this point until the time of the effect of the withdrawal from the Agreement. In order to exclude any doubts, the Parties to the Agreement agree that a delay by the Purchaser in accepting the goods shall be considered to be a substantial breach of the Agreement/contractual obligation.
In the case the Seller withdraws from the Agreement pursuant to Clause 14 (ii) of this Article, it shall be entitled, within a reasonable period of time after withdrawing from the Agreement, to resell the goods to which the withdrawal from the Agreement is related. In the case the Seller manages to resell the goods to which the withdrowal from the Agreement is related, the Seller shall be entitled to damage compensation to be paid by the Purchaser, including/representing the difference between the purchase price agreed between the Seller and the Purchaser and the price agreed in the resale. In the event that the Seller fails to resell the goods to which the withdrawal from the Agreement is related within 6 months of the withdrawal, the Seller shall be entitled to dispose of the goods and the Purchaser shall be obliged to pay a penalty of 50% of the price of the goods to which the withdrawal from the Agreement is related to the Seller; this shall not affect the Seller’s claim to damage compensation up to the difference between the purchase price agreed between the Seller and the Purchaser and the proceeds from the scrapping of the goods (scrap proceeds). In order to exclude any doubts, the Parties to the Agreement agree a resale in an appropriate manner shall be a resale based on selecting the highest bid from 3 (three) customers (businessmen with the same or similar scope of activities as the Purchaser).
The Seller shall not be obliged to insure the goods for damage during its transport, unless otherwise specified by the Purchase Agreement with the Purchaser.

Article VI – PURCHASE PRICE OF GOODS

The price of the goods is determined by the Purchase Agreement or on the basis of the Purchase Agreement with reference to a quotation specified by the Seller and valid at the time of the confirmation of order acceptance and by the following stipulations of this Article of the GBTC.
In order to exclude any doubts, the Parties to the Agreement decided that the purchase price and details specified/comprised in written order acceptance returned/sent by the Seller to the Purchaser shall be binding. This shall apply also in the case the purchase price was not stated/comprised in the Purchaser´s order; acceptance of goods (delivered by the Seller) by the Purchaser shall be considered by the Purchaser to be acceptance of the purchase price and details specified/comprised in written order acceptance returned/sent by the Seller to the Purchaser; this is without prejudice to the provision of Article III, Clause 3 in the third sentence of the GBTC.
The Seller reserves the right to individually agree with a particular Purchaser upon price and payment terms and conditions for a particular order of goods,

differently from the GBTC, the valid price list, quotation and other agreements concluded between the Parties.

Destruction, damage and loss of the subject of purchase at a time when the risk of damage to goods has been transferred to the Purchaser shall not have an impact on the obligation to pay the purchase price to the Seller duly and in time.

Article VII – PAYMENT TERMS AND CONDITIONS

The Purchaser shall be obliged to pay the purchase price for the goods the order of which was accepted by the Seller, duly and in time, under the conditions specified in the following provisions of this Article of the GBTC.
According to an agreement made between the Seller and the Purchaser, the purchase price of ordered goods may be payable prior to the delivery of goods, either on the basis of a pro forma/advance invoice or on the basis of a regular invoice, while the invoices must comprise all the required details pursuant to the Act No. 222/2004 Coll. on value added tax. Pursuant to the provision of Article 75 Para 6 of the Act No. 222/2004 Coll. on value added tax as amended, the Parties to the Agreement agree that an invoice issued by the Seller shall be sent/delivered to the Purchaser by post or electronically, via electronic data exchange, and the invoice shall be attached to an e-mail in a PDF format and sent to the e-mail address of the Purchaser stated by the Seller on the date of the Purchase Agreement conclusion at the latest (hereinafter referred to as “electronic invoice”). By signing this Agreement, the Purchaser acknowledges his/her/its consent with electronic invoice delivery. The Purchaser acknowledges that the opening of the e-mail with an attached electronic invoice shall not be protected by a password against unauthorised access to data. By signing the Agreement, the Purchaser acknowledges he/she/it is aware of his/her/its responsibility for protection data in an electronic invoice sent to the e-mail address specified by him/her/it against access by third persons. The Seller shall not be liable for any damage caused to the Purchaser by access of unauthorised persons to the data in an electronic invoice.
Unless otherwise agreed by the Parties to the Agreement, the Purchaser shall be obliged to pay the purchase price of the goods to the Seller via bank transfer in favour of the bank account of the Seller specified in the Purchase Agreement. In such a case, the purchase price shall be considered to be paid when it is credited to the bank account of the Seller.
The Parties agree that in the case of a delay by the Purchaser with the payment of the purchase price of the goods or any other payment to the Seller, the Purchaser shall be obliged to pay overdue interest of 0.07% of the amount due for every day of delay. The right to damage compensation shall not be affected. In addition to the contractual penalty and overdue interest, the Purchaser shall be obliged to reimburse the costs of the Seller incurred by it due to the fact that goods were delivered later than agreed in the Purchase Agreement due to a delayed payment.
If the Purchaser is obliged to pay a deposit to the Seller in accordance with the Purchase Agreement prior to the delivery of the goods and the payment was not effected duly and in time, after the Seller´s warning and expiration of a reasonable deadline for payment, the Seller may refuse to deliver the goods until the time the Purchaser pays the deposit or may withdraw from the Agreement.
The Parties to the Agreement agree that as long as the entire amount due for accepted goods exceeds the amount specified by the Seller (hereinafter referred to as the “Credit Limit”), or as long as the Purchaser has not settled invoices or their portion after the maturity date, the Seller shall be entitled to postpone of the delivery of undelivered goods to the Purchaser until the time of due fulfilment of all the Purchaser´s obligations without considering this to be a breach of the contract, a delay by the Seller in the delivery of goods or the establishment of the Purchaser´s right to withdraw from the Agreement. The credit limit amount shall be variable/flexible; the current credit limit amount shall be announced by the Seller to the Purchaser at his/her/its request.
Issuance or non-issuance of an invoice by the Seller or a lack of its particulars under Act No. 222/2004 Coll. on VAT shall not have an impact on the Purchaser´s obligation to pay the purchase price of the goods duly and in time.
The Purchaser shall not be entitled to unilaterally reduce, or offset payments, or make them conditional. Unilateral offsetting shall be allowed only on the basis of a valid decision of the relevant court proving the legitimacy of the claims of the Purchaser in relation to the Seller.

Article VIII – OWNERSHIP, RISK OF DAMAGE

The Purchaser shall acquire the ownership right to goods only upon the full payment of the purchase price and other receivables to the Seller, e.g. fees, damages, contractual penalties, etc. (reservation of ownership).
The risk of damage to the goods shall be transferred to the Purchaser at the moment of accepting the subject of the purchase or at the moment of the delivery of the subject of purchase by the Seller to the first carrier, whichever is earlier.
The risk of damage to the goods shall be transferred to the Purchaser at the moment the Seller takes the goods out of its warehouse for the purpose of its delivery to the place specified in a confirmed order, Purchase Agreement or for the purpose of handing it over directly to the Purchaser at the place where the Seller’s warehouse is located. In the case the place of delivery is the warehouse of the Seller and the Purchaser does not accept the goods, despite the fact that he/she/it was informed he/she/it might dispose of the goods, the risk of damage to the goods shall be transferred to the Purchaser at the moment when he/she/it could accept the goods for the first time.
The Purchaser shall be obliged to keep the goods in due and usable condition at his/her/its own cost until he/she/it becomes its owner. In the case of any damage to the goods or a defect on the goods, the Purchaser shall be obliged to notify the Seller of it without any delay. In the case of damage for which the Seller is not responsible, the Purchaser shall be obliged to ensure and pay for a repair of the goods. The Purchaser shall be obliged to handle the goods with care for the duration of the reservation of ownership right, he/she/it shall be obliged to follow the instructions for use, the safety regulations. He/she/it shall be required to use it only for the purpose for which it is designated in accordance with safety and other generally binding regulations The Purchaser shall be obliged to provide, at his/her/its own costs, warranty and post-warranty inspections, as recommended by the manufacturer, only in authorized centres designated by the manufacturer.
The Purchaser may not give the goods for use to a third person, he/she/it may not sell or lease it, encumber, use as a guarantee of his/her/its own obligations until he/she/it becomes its owner. In the case the Purchaser allows a third person to use the goods, despite this prohibition, or if he/she/it transfers the goods to a third person and if the right of the third person may not be abolished, the Purchaser shall be obliged to transfer to the Seller the payments paid to him/her/it due to the legal relationship between him/her/it and the third party as well as the rights or claims arising from them, up to the amount of the unpaid purchase price. This is without prejudice to Seller’s entitlement to damage compensation.
The Purchaser shall be obliged to immediately notify the Seller of all damages to delivered goods, of all enforcement proceedings in which a bailiff also enters into the inventory of movable property goods subject to the right of ownership, or on the basis of which the creditor will be satisfied with the sale of a movable object, i.e. goods subject to a reserved ownership right, and to deliver copies of enforcement orders and relevant protocols or other documents prepared and delivered to the Purchaser during enforcement proceedings. In addition, the Purchaser shall be obliged to take all measures to avert enforcement.
In the case of total destruction or dispossession of the goods, the Seller shall be entitled to offset insurance premiums against the amount corresponding to all future hitherto unpaid receivables of the Seller from the Purchase Agreement Any remaining balance of insurance premiums shall be paid by the Seller to the Purchaser. The Purchaser shall be obliged to insure goods against the risk of burglary accordingly.
During the time of the existence of a reserved ownership right, the Purchaser shall be obliged to secure his/her/its payables in relation to the Seller at the request of the Seller, following the methods specified in the Purchase Agreement.
The Purchaser shall be obliged to notify the Seller of the permanent or usual location of goods and to immediately inform the Seller of any changes of the location, to allow the Seller to access the goods at any time, even without a request or notification by the Seller of its intention to inspect the goods.

Article IX – DEFECTS OF THE GOODS, QUALITY WARRANTY

Responsibility for defects in goods, quality warranty and the rights and obligations resulting from them shall be governed by legal regulations valid in the territory of the Slovak Republic. Except for consumer contracts where the Purchaser does not buy goods within or for the purposes of his/her/its business activities, these GBTC shall apply as well.
The Seller shall be responsible for defects in goods which existed at the time of the transfer of the risk of damage to goods to the Purchaser.
The Seller shall not be responsible for defects in goods that occurred after the transfer of the risk of damage to goods due to transportation, external interventions and impacts, third party interventions, for which the Seller assumes no responsibility.
Unless otherwise agreed, the warranty period for delivered goods is 6 months from the date of the receipt of the goods by the Purchaser. The Seller shall be liable for defects in goods occurring during the warranty period. However, it shall not be liable for defects occurring due to a breach of obligations by the Purchaser, e.g. use of goods contrary to the instructions for use, mechanical damage, overloading of equipment, failure to fulfil the obligations under these GBTC related to the use of goods, or for defects which have arisen as a result of circumstances for which the Seller assumes no responsibility. The Seller shall not be liable for defects in goods which the Purchaser was aware of at the time of the conclusion of the Agreement or acceptance of goods or with regard to the circumstances under which the Agreement was concluded. Apparent defects in goods are primarily mechanical damage to goods, missing documents related to the goods, malfunctioning of the goods, failure to supply goods with the characteristics and accessories agreed in the Purchase Agreement and any other defects detectable during an inspection carried out with professional care in accordance with these GBTC.
The Purchaser shall be obliged to notify the Seller of apparent defects in goods within a period pursuant to Article V., Clause 13 of the GBTC. Hidden defects in goods as well as defects in goods for which the Seller is liable based on warranty shall be notified to the Seller in writing without any delay, but no later than within 24 hours of their discovery.
The Purchaser shall be obliged to state the following for the Seller in a written notification of defects (complaint):
1. the goods in which the defects occurred, indicating the type, serial number and date of manufacture
2. the location of the goods
3. description of the defect (its demonstration)
4. telephone contact and the responsible person the Seller shall communicate with in order to remedy the defects
The rights of the Purchaser regarding defects in goods as well as defects covered by warranty shall cease to exist, as long as:
1. The Purchaser did not report them in accordance with the GBTC,
2. They were not detected by the Purchaser when they were detectable in the exercise of professional care and he/she/it did not perform an inspection in accordance with the GBTC or with professional care.
3. They were found by the Purchaser later than specified in the GBTC, despite the fact that they were detectable in the exercise of professional care.
The Seller shall be obliged to decide on the legitimacy of the Purchaser´s complaint within 5 business days of the delivery of notice notification of a defect in goods, or if it is not possible to decide on the legitimacy of the complaint without inspecting the goods, it will ensure the inspection of the goods within this period.
The Purchaser shall provide the Seller with full cooperation, so that it can inspect the goods. As long as the complaint is legitimate, the Seller shall determine the time period and method for remedying the defect at the time of the decision on the legitimacy of the complaint under these GBTC. In the case of missing documents or accessories, the Seller shall be obliged to immediately deliver them to the Purchaser to the place of delivery. In the case of any other defects, it may remedy them either by repair, modification or replacement for new goods and the method of a remedy shall be selected by the Seller at its discretion.
While dealing with the complaint, the Purchaser shall be obliged to grant access to the goods to the Seller or to the persons authorised by it and to provide it with full cooperation, so that the Seller could remedy the defects in the goods.
Goods supplied as used shall not be covered by the warranty for defects the Purchaser was warned of, or defects the Purchaser had to anticipate (these are mainly defects caused by normal wear and tear, reasonable considering the age and use of goods).
The complaint proceedings shall not entitle the Purchaser to not settle the invoice issued by the Seller to the Purchaser.
In the case the complaint of the Purchaser is not accepted, the costs related to the complaint incurred by the Seller must be paid by the Seller to the Purchaser.
In addition to the claims for defects in goods, the Purchaser shall be entitled to damage compensation; in any case the Purchaser’s entitlement to damage compensation shall be limited to the amount representing 100% of the value of defective goods. The Purchaser’s entitlement to damage compensation exceeding 100% of the value of defective goods shall be excluded.

Article X – LIABILITY FOR DAMAGE

The Seller and the Purchaser shall be liable for damage caused by a breach of their obligations. The Seller shall be obliged to compensate the Purchaser for damage caused to him/her/it only up to the amount of the insurance premiums from the insurance contract concluded with the insurer for cases of damage to goods. If the Seller does not have such an insurance contract, the Seller shall be obliged to compensate the Purchaser for damage only up to the amount of the cost of repairing damaged goods or of restoring the original condition of damaged goods.

Article XI – PURCHASE AGREEMENT TERMINATION

The Purchase Agreement shall terminate on the date of the settlement of all rights, obligations and entitlements of the Parties to the Agreement resulting from it.
Prior to the moment according to the previous clause, it shall be possible to terminate the Purchase Agreement by agreement of the Parties to the Agreement or by withdrawal in accordance with this Article of the GBTC and the applicable generally binding legal regulations.
The Seller shall be entitled to withdraw from the Agreement:
1. when the Purchaser is late with the payment of the purchase price of the goods by more than 15 days.
2. After the conclusion of the Purchase Agreement with the Purchaser demonstrable facts arose on the side of the Purchaser justifying legitimate doubts as to the possibility of early and complete fulfilment of all obligations and liabilities on the part of the Purchaser, in particular in relation to the payment of the purchase price.
3. A purchase price deposit was not paid for goods in accordance with the GBTC even within a reasonable additional period.
4. In the other cases permitted by the GBTC, the Purchase Agreement or the applicable generally binding legal regulations.
Withdrawal from the Agreement shall enter into effect at the moment of the delivery of written notice of withdrawal stating the reason the withdrawal by the withdrawing Party to the other Party.
Upon withdrawing from the Agreement, the Purchase Agreement shall be cancelled from its beginning (terminated) and the Parties shall be obliged to return to each other all the fulfilments performed by them under the Purchase Agreement, within 10 days of the date of the termination of the Purchase Agreement.
Withdrawal from the Purchase Agreement shall not affect the rights and obligations arising due to a breach of the Purchase Agreement, in particular the right to receive compensation for damage, the right to contractual penalties, overdue interest and other penalties, as well as all other provisions of the Purchase Agreement and the GBTC, from which it is apparent on the basis of their character that they would continue after the end of the Purchase Agreement.
In the case of withdrawal from the Agreement, the Purchaser shall be obliged to transport the goods at its own cost to the Seller. If he fails to do so, the Seller shall be entitled to take and transport the goods from the Purchaser at the cost of the Purchaser. For this purpose, the Seller shall be entitled to overcome even possible obstacles preventing him/her/it from entering the premises where the goods are located. The Purchaser grants his/her/its explicit consent to such a procedure, and such consent shall be also considered to be consent pursuant to Article 29 of Act No. 300/2005 Coll. as amended, which excludes the responsibility of the Seller or a person authorised by it for an act pursuant to Article 194, 245 and 246 of the Act. Possible damage and costs incurred in the given procedure shall be borne by the Purchaser. The Purchaser shall be obliged to hand over goods to the Seller in its original condition, i.e. the condition on the date of acceptance and receipt of the goods, taking into account usual wear and tear. If the obligation is breached by the Purchaser, the Seller shall be entitled to restore the original condition of the goods at the cost of the Purchaser, and it shall not assume responsibility for any damage that could be caused in such a procedure.

Article XII – JURISDICTION SELECTION AND DISPUTE SOLVING

The Purchase Agreement, and agreements between the Parties related to the Purchase Agreement as well as the GBTC shall be governed by and interpreted in accordance with the legal system of the Slovak Republic.
The contractual relationship established on the basis of the Purchase Agreement/order shall be decided upon by the relevant court of the Slovak Republic.

Article XIII – FINAL PROVISIONS

The General Business Terms and Conditions are valid and effective as of 1 March 2011
The Seller shall be entitled to amend the content of the GBTC, however it shall be binding on the Purchaser only upon the delivery of their new wording to the Purchaser,
During the period of the Purchase Agreement, the Purchaser shall be obliged to immediately inform the Seller of a change its business name, registered office, residence, ID No., bank contact and other details stated in the Purchase Agreement. The Purchaser shall be obliged to notify the Seller of the fact that bankruptcy / restructuring / enforcement proceedings have been initiated in relation to its assets and that the Purchaser decided to dissolve itself and enter into liquidation. The notification obligation under the preceding sentence shall be fulfilled by the Purchaser within 15 days of the date of the occurrence of any of the above, by means of a written notification delivered to the Seller within the said 15-day period. In the event of a breach of the notification obligation under this clause, the Purchaser shall be obligated to pay the Seller a contractual fine of 100% of the nominal value of the Seller’s receivables in relation to the Purchaser on the last day of the 15-day period.
The rights and obligations of the Parties not provided for in more detail by the Purchase Agreement and the GBTC shall be governed by the relevant provisions of the Commercial Code and other applicable generally binding legal regulations valid in the Slovak Republic.
The rights and obligations resulting from the Purchase Agreement shall be transferred to possible legal successors of the Parties in full.
The Parties agree that any notification, complaint or any other document delivered by one Party to the other Party under the Purchase Agreement and these GBTC shall be delivered by registered mail to the address of the Party that is the current address of the registered office registered in the Commercial Register or other registry the Party to the Agreement is registered in, or to another address known to the Party to the Agreement as the address at which the other Party to the Agreement accepts consignments, and will be automatically deemed to have been delivered on the third business day from the date of its repeated second attempt for delivery by one Party to the other Party, after the first attempt to deliver to the addressee Party was unsuccessful or if the Party refused to accept a document. In order to exclude any doubts, the provision of this paragraph shall also be applied to a delivery of a written notification of withdrawal from the Agreement.
The GBTC are a integral part of the Purchase Agreement between the Seller and the Purchaser. By signing the order and/or the Purchase Agreement, the Purchaser confirms he/she/it has accepted and read the GBTC, understands its content and agrees with them.