GENERAL TERMS AND CONDITIONS OF DELIVERY of SEZ DK a.s.

I. Introductory Provisions

These General Terms and Conditions of Delivery of SEZ DK a.s., with its registered office at M.R. Štefánika 1831/46, 026 19 Dolný Kubín (hereinafter referred to as the “GTC”) are the business terms and conditions pursuant to Section 273 of Act No. 513/1991 Coll., the Commercial Code, as amended, and form an annex to the Framework Agreement, Contract, order confirmation, quotation or any other document of a contractual nature, and are an integral part thereof.
Unless otherwise agreed in a contract, these GTC shall govern the Purchase Contract, Contract for Supply of Goods, Contract for Service Provision, Contract for Work between the purchaser of the goods, services, or work (hereinafter referred to as the “Customer”) and SEZ DK a.s. (hereinafter referred to as the “Supplier”), irrespective of what specific type of contract has been concluded between them. The specification of the goods, services, or work required (hereinafter referred to as the “Supply”) shall be agreed by a contract.
If the term “Seller” is used in the text, it shall also mean a contractor, i.e. the provider, Supplier of the services or performance. If the term “Purchaser” is used in the text, it shall also mean the Customer ordering the services or performance.
Submission of an order by the Customer shall mean the Customer’s full acceptance of these GTC without any reservation. No Customer’s purchase or other terms and conditions shall be taken into account.
Deviations from the General Terms and Conditions of Delivery shall only be valid if they are confirmed in writing by the Seller (e.g. in a contract).

Offers

The Supplier’s offers are non-binding unless the offer implies otherwise (e.g. specifying the period of validity of the offer).
No offer, contract, and project documents shall be reproduced or made available to third parties without the consent of the Supplier. In the event that the order is not implemented, the Supplier is entitled to require the documents to be returned at any time, and the Customer undertakes to return them without delay.

Conclusion of the Contract
- The contract shall be deemed to have been concluded (i) upon signing thereof by the persons authorised to sign on behalf of or for the Customer and the Supplier, (ii) if the Customer has received written confirmation of the order, or (iii) if the Supplier has dispatched the Supply in accordance with the order within the agreed time from the date of receipt of the order and has notified the Customer in writing of the dispatch of the Supply but (iv) has delivered the Supply in accordance with the order to the Customer within 10 working days, if, having regard to the nature of the Supply, it can reasonably be assumed that delivery without prior written confirmation will not cause undue difficulty to the Customer.
- The contract shall be concluded on the basis of the offer, the order, and the order confirmation and shall only be deemed to have been agreed if the order confirmation confirms in full conformity all the elements of the order without any deviation or if the Supplier’s performance pursuant to clause 3.1 (iii) or 3.1 (iv) is in compliance with the order. The Supplier’s right to perform before the agreed time is not affected.
- The information given in catalogues, brochures, etc., shall only be binding if the Supplier expressly refers to it in the order confirmation or in the contract.
- Additional amendments to the contract shall only be valid if they are mutually confirmed in writing.
- The Supplier is not obliged to provide contractual performance if the provision of such performance is prevented by restrictions arising from national or international trade and customs legislation or by restrictions arising from any embargoes or other sanctions.
- The Supplier’s order must include, in particular:

Specification of the Supply (quantity, type, nature of performance),
Where assembly, installation, incorporation, or other work is included in the Supply, this must be expressly stated in the order,
Delivery date,
Budget or the total price of the Supply, excluding VAT, determined in accordance with the Supplier’s offer,
Payment terms,
VAT identification number valid in the country of the Supply (VAT number),
Other terms of delivery.
- The Supplier shall process the Customer’s order within 10 working days of receipt and shall provide its comments on the order in writing. The Supplier is entitled to confirm the Customer’s order, submit a counter-offer to the order, or to reject the order. Failure by the Supplier to respond to the order within the time limit shall be deemed rejection of the order.

Price and Payment Terms

Unless otherwise agreed, the Supplier’s ex works prices shall apply. The price shall not include packing, loading, freight, shipping, insurance, duty, and VAT. If new charges, taxes, or other expenses related to the delivery are increased or introduced, such an increase shall be borne by the Customer. If the Supply is agreed with delivery, this and any transport insurance requested by the Customer shall be charged separately. However, unloading and handling shall not be included in this charge. The packaging shall only be taken back by the Supplier on the basis of an agreement signed by both Parties.
If the order deviates from the original offer, the Supplier reserves the right to change the price accordingly.
In the case of a reduction in the price of the goods or services after VAT has become chargeable (e.g. a discount), the Supplier shall not charge a VAT adjustment (does not issue a credit note).
The price shall be paid to the Supplier’s bank account in the agreed amount without any deductions, set-offs or retentions. The Customer’s obligation to pay the price shall be fulfilled at the moment of crediting the Supplier’s account.
Prices are determined on the basis of costs at the time of the offer. If, by the delivery date, costs increase as a result of changes in applicable legislation (e.g. customs and tax regulations), bank rates, and other conditions that could not be foreseen at the time of conclusion of the contract, the Supplier is entitled to adjust the prices accordingly.
If the Customer fails to pay the price duly and on time, the Customer is obliged to assign to the Supplier its claims from the resale of the Supply to third parties corresponding to the unpaid price in order to secure such a claim of the Supplier against the Customer, upon the Supplier’s request within 3 days of the receipt of the Supplier’s request at the latest; the Customer is obliged to notify the third parties of the existence of the Supplier’s retention of title.
The Customer is only entitled to unilaterally set off its claim against the Supplier with the Supplier’s prior written consent. The Supplier is entitled to set off any claims unilaterally. The Customer is only entitled to assign its claim against the Supplier to a third party with the Supplier’s prior written consent.
If the price is agreed in a foreign currency, and the Supplier incurs an exchange rate loss as a result of the Customer’s delay in paying the price, because the amount paid, converted into euros according to the foreign exchange market rate announced by the National Bank of Slovakia between the euro and the relevant foreign currency on the date of payment of the price, is lower than the amount that would have been paid if the price had been paid properly and on time, the Supplier is entitled to claim the exchange rate loss incurred against the Customer on the basis of the Supplier’s written demand for payment thereof.
In the event of a delay by the Customer in payment of the price, the Supplier is entitled to claim default interest against the Customer at a rate of 0.05 % of the amount due (including VAT) for each and every commenced day of delay. The Supplier is entitled to charge the Customer interest on late payment either in one lump sum after payment of the amount due or termination of the contract or partly for a certain period of delay. The due date for interest on late payment charged in this way is 14 days from the date of the invoice. The Supplier’s right to compensation for damages resulting from the Customer’s delay in paying the price shall not be affected by the payment of interest on late payment.
In the case of repairs ordered, the Supplier shall carry out the work deemed necessary and expedient, which shall be charged on the basis of actual costs. This shall also apply to performances and additional performances, the necessity and expediency of which become apparent during the execution of the order, without the need to inform the Customer thereof separately.

Supply

5.1 The delivery period shall commence on the latest of the following dates:

(a) The date of order confirmation or contract signature,

(b) The date on which the Customer meets all its technical, commercial, and other requirements,

The date on which the supplier receives the advance payment or security, payable before delivery of the goods.
- Official permission and any third party consent required for the installation shall be arranged by the Customer. If this authorisation or consent is not issued in time, the delivery period shall be extended accordingly.
- The Supplier is entitled to make and settle partial supplies or pre-supplies. The Customer undertakes to accept such supplies.

5.4 The agreed delivery period shall apply unless there are any unforeseen circumstances or circumstances beyond the control of the Parties, such as any force majeure events, which make it impossible to comply therewith. These circumstances shall also include armed conflicts, official interference and prohibitions, delays caused by transport or customs clearance, damage caused during transport, shortages of energy or raw materials, non-functioning of a major or important part of the Supply, labour conflicts as well as the loss of an essential supplier that is hard to replace. These enumerated circumstances justify an extension of the delivery period even if they have occurred with subcontractors.

5.5 In the event that the goods ready for dispatch cannot be dispatched through no fault of the Supplier or the Customer does not want them to be dispatched, the Supplier may store the goods at the Customer’s expense and the Supply shall be deemed dispatched. The agreed payment terms are in no way affected thereby.

5.6 In the event that the Parties agree in writing upon a contractual penalty in the case of a delay in the Supply, this shall be carried out as follows:

Delays in performance, demonstrably caused by the sole fault of the Supplier, shall entitle the Customer to compensation for delay in an amount not exceeding 1 % of the value of those parts of the total Supply which cannot be used as a result of the delay, provided that the Customer has thereby incurred demonstrable damage in this amount.

The assertion of a claim for compensation in excess of this amount and the Customer’s withdrawal from the contract on the above grounds are excluded.

If no such agreement has been concluded in writing, no claim for compensation for delay in the Supply may be made.

Supply, Risk of Damage to Goods, Acquisition of Title

6.1 The risk of damage to the goods shall pass to the Customer at the time when the Customer accepts the goods from the Seller or, if the Customer fails to do so, at the time when the Supplier allows the Customer to dispose of the goods and the Customer fails to accept them.

6.2 In the case of performances which are not part of the Supply of goods or part thereof, the place of performance shall be the place where the performance was carried out. After handing over the performance or a part thereof, the risk of damage shall pass to the Customer.

6.3 In the event of delayed dispatch of the Supply caused by the Customer, the risk of damage shall pass to the Customer on the date of possible dispatch of the Supply. If the Supply is agreed with the possibility of revocation, the goods shall be deemed to have been revoked at the latest 1 year after ordering. All time limits dependent on performance by the Seller shall commence on the dates specified.

6.4 Specially agreed quality tests or test operations are without prejudice to the provisions on the place of performance or the passing of the risk of damage.

6.5. The title to the Supply shall pass to the Customer only upon full payment of the purchase price, interest, and other costs associated with the Supply.

VII. Payment Terms

Unless special payment terms are agreed, 30 % of the price is payable upon receipt of the order confirmation and the balance upon delivery of the goods or services.
In the case of partial invoicing, the corresponding parts of the payment are due upon receipt of the invoice. This shall also apply to amounts invoiced by way of additional supplies or other agreements on the original prices, irrespective of the payment terms agreed for the main Supply.
Payments shall be made by remittance without any deductions to the Supplier’s account in the agreed currency. The eventual acceptance of a cheque or bill of exchange shall only ever occur for the sake of payment. All related interest and expenses (such as collection and discount expenses) shall be borne by the Customer.
The Customer shall not be entitled to withhold or offset payments due to warranty claims or other counterclaims.
The payment shall be considered paid on the date on which the Seller can dispose of it (i.e. by crediting the Seller’s account).
In the event that the Customer is in default of the agreed payment or other performance, the Supplier may:

(a) Postpone the fulfilment of its own obligations until the delayed payments or other performances are made,

(b) Extend the delivery period accordingly,

Demand immediate payment of the entire outstanding balance of the purchase price and charge interest on late payment at a rate of 0.05 % per day from the due date, unless the Supplier proves higher costs, or withdraw from the contract in the absence of a reasonable grace period,

(d) Charge pre-trial costs, in particular, expenses for reminders and legal costs.

7.7 The Customer undertakes that, in the event of failure to pay all invoiced amounts, it shall assign to the Supplier its receivables from the resale of these goods to secure the Supplier’s receivables and shall make a corresponding entry in its books or on the invoices to that effect. In the event of confiscation or other claims, the Purchaser is obliged to notify the Supplier of the reservation of title without undue delay.

7.8 In the event that the Supplier has retained any part of the Seller’s Supply price as security for the performance of the Supplier’s obligation, the Supplier shall have the right to replace the security provided with a guarantee statement or surety issued by the Supplier or a bank, corresponding to the security provided in the form of the retained part of the Supply price; the Customer is obliged to accept the guarantee statement or surety and to pay the Supplier the retained part of the Supply price immediately upon presentation of the aforementioned guarantee statement or surety. The Supplier’s right to replace the security provided with a guarantee statement or surety and the Customer’s obligation to accept the guarantee statement or surety and to pay to the Supplier the retained part of the Supply price shall only not apply if this right is expressly excluded in the contract between the Supplier and the Customer.

VIII. Warranty and Liability for Defects

8.1 When performing the agreed payment terms, the Supplier is obliged to remedy, in accordance with the following provisions, any defect in the equipment affecting its functionality, existing at the time of handover, whether based on design, material, or workmanship.

8.2 The warranty period shall be 24 months unless special warranty periods are agreed for individual parts of the Supply. This shall also apply to parts of the Supply that are fixed to the building or to the property and the land. The warranty period shall commence from the date of the transfer of the risk of damage to the goods pursuant to clause 6.1.

8.3 The entitlement to the warranty requires that the Customer promptly notifies of any defects in writing. In the event of a defect pursuant to clause 8.1, after being notified, the Supplier shall, at its discretion, replace the defective goods or parts thereof or have them repaired on site or have them sent to it for the purpose of rectifying the defect.

8.4 The notification of a defect (complaint) must be made in writing, by email or fax with additional written confirmation to the Supplier’s registered office address. The complaint must contain an indication of the defect, the defect location, and a description of how the defect is manifested. The Customer is obliged to claim the defect immediately after discovery thereof.

8.5 In the event that the Supply of the goods is located outside the territory of the Slovak Republic at the time of the occurrence of the warranty defect, the Customer shall arrange for the transport of the goods to the Slovak Republic, where the Seller shall repair the defective goods. In the event that the goods are defective for reasons set out in this Article, the Supplier shall reimburse the Customer for the usual transport costs and shall arrange for the defect to be rectified at the Supplier’s own expense (justified claim). If it has been proven that the goods are not defective for the reasons set out in this Article, all costs for the transport of the goods and the costs of resolving the claim (tests, etc.) shall be borne by the Customer (unjustified claim).

8.6 If the goods are made according to the Supplier’s design data, drawings, models, or other specifications, only the Supplier shall be liable for correct workmanship.

8.7 The warranty excludes defects that are not caused by the Supplier during installation and assembly, but by the Customer, namely by insufficient technical support, non-compliance with installation requirements, overloading of parts beyond the performance specified by the Supplier, irresponsible or improper handling, and the use of unsuitable operating materials; this shall also apply to defects originating in material supplied by the Customer. The Seller is not liable for damage caused by third parties, atmospheric discharges, overloading, or chemical action. The warranty does not cover the replacement of parts that are subject to natural wear and tear.

8.8 The warranty shall terminate immediately if the Customer or a third party not expressly authorised by the Supplier makes any alterations or repairs to the goods delivered without the written consent of the Supplier. The Supplier shall not recognise claims arising for this reason. The original warranty period shall not be extended due to defect rectification under the warranty.

8.9 The provisions of clauses 8.1 to 8.6 shall also apply in this sense to any liability for defects on other legal grounds.

Withdrawal from the Contract
- A prerequisite for the Customer’s withdrawal from the contract shall be the delay in the Supply caused by the gross fault of the Supplier and the unsuccessful expiry of the additional period specified by the Customer. Withdrawal from the contract is to be made by registered letter.

9.2 Except in the case of clause 7.6(c), the Supplier is entitled to withdraw from the contract:

a) Where the execution of the Supply or the commencement or continuation of the performance becomes impossible due to reasons on the part of the Customer, or the Customer is delayed despite determining a reasonable additional period of time,

(b) Where doubts have arisen as to the Customer’s ability to pay, and the Customer has not, at the Supplier’s request, paid advance payments or provided suitable security prior to the Supply; or

(c) Where the extension of the delivery period due to the circumstances referred to in clause 5.4 is more than half of the originally agreed delivery period, but no less than 6 months.

9.3 If insolvency or settlement proceedings are initiated on the assets of one of the Parties or the petition for initiation of insolvency proceedings is rejected due to lack of assets, the other Party is entitled to withdraw from the contract without specifying an additional period of time.

Irrespective of the Supplier’s claims for damages, in the event of withdrawal from the contract, the performance or partial performance carried out to date shall be accounted for and paid for in accordance with the contract. This shall also apply if the Supply or performance has not yet been accepted by the Customer, as well as for the Supplier’s preparatory activities. The Supplier shall also have the right to demand the return of items already delivered instead.

Liability for Damage

10.1 The Supplier shall only be liable for damage if it has demonstrably breached its obligation under the contractual relationship.

10.2 If the Customer fails to comply with the generally applicable conditions for installation, commissioning and use (as specified, for example, in the operating instructions) or the official conditions for type approval, it shall be liable for any damage resulting therefrom.

10.3 The limitation of liability pursuant to clauses 10.1 and 10.2 shall apply equally to all customers and their other clients.

Industrial Rights, Trademarks, and Copyright

11.1 If the Supplier manufactures goods based on the Customer’s design data, drawings, models, and other specifics, the Customer is obliged to prevent any actions or damage claims against the Supplier in the event of infringement of any proprietary rights. These shall be the sole responsibility of the Customer.

11.2 Construction documents such as plans, sketches, and other technical documents, as well as samples, catalogues, brochures, illustrations, etc., remain the intellectual property of the Supplier and are subject to the relevant statutory provisions regarding reproduction, imitation, competition, etc. Clause 11.2 shall also apply to implementation documents.

XII. Jurisdiction, Applicable Law

Any and all disputes arising herefrom shall be conclusively decided by the competent court of the Slovak Republic in accordance with applicable laws, unless the Parties agree otherwise.
The contract and the binding relationship arising therefrom shall be governed by Slovak law, in particular, the Commercial Code and the Copyright Act.

XIII. Re-Export

If the Customer further delivers the goods supplied by the Supplier, as well as the relevant documentation, regardless of the procedure and method of procurement, or the works and services provided by the Supplier (including all types of technical support) to a third party, the Customer shall comply with all applicable regulations of national and international (re-)export control law. For any further delivery of such goods or works and services to a third party, the Purchaser must observe the European Union’s (re-)export control regulations.
Before further delivery of goods, works, or services to a third party, the Customer shall verify and ensure by appropriate measures that:

In the case of further delivery of goods or works and services to a third party, during the conclusion and brokering of contracts relating to such goods, works, and services, or in the provision of other economic means/resources in connection with such goods, works, and services, it has not violated the embargoes of the European Union, the United States of America, and/or the United Nations, taking into account any restrictions on domestic trade;
The goods, works, and services were not intended for use in connection with armaments, nuclear technology, or weapons which are prohibited or require authorisation, unless such authorisation has been submitted;
The provisions of all relevant sanctions lists of the European Union and the United States of America regarding trade with the companies, persons, and entities specified therein were complied with.

Where it is necessary for the performance of an export control review by the authorities or the Seller, the Purchaser shall promptly provide the Seller, upon request, with all information concerning the end customer, the place of final delivery, and the intended use of the goods delivered or the parts and services provided by the Supplier, as well as applicable export control restrictions.
The Customer shall settle in full any claims that the authorities or other third parties may assert against the Supplier due to the Customer’s failure to comply with its legal obligations arising from export control and undertakes to compensate the Supplier for all damages and costs incurred in this respect.

XIV. Confidentiality, Privacy

Confidential information shall mean any information, data, details, or communications marked as “confidential” or marked similarly by the Party that discloses the information and, furthermore, any commercial or technical information and data communicated by one of the Parties to the other and relating to the purpose for which the contract in question is entered into in any data carrier. Information contained in an offer not leading to the conclusion of a contract shall also be considered confidential information. If the confidential information is communicated verbally, the receiving Party must be notified verbally before the communication is made and, subsequently, confidentiality must be confirmed in writing within 3 days of the verbal communication.
Neither Party is entitled to communicate or in any way disclose confidential information to a third party without the prior written consent of the other Party. The Parties are only entitled to use the documents, data, and information received relating to the confidential information for the purpose set out in this contractual relationship. Disclosure of information in the performance of obligations under legal regulations or to a court or arbitration tribunal in the exercise of any claim or right under a contractual relationship, or disclosure of information, documents, and data to persons associated with the Party, consultants and other persons involved in the contractual relationship or activities related to the contractual relationship who are subject to confidentiality obligation under law or contractually assumed, where neither Party is entitled to release such persons from such confidentiality, shall not be considered a breach of the obligation of confidentiality. The Parties undertake to ensure that such persons are made aware of the obligation of confidentiality and are bound to observe it to the same extent as the Parties. The obligation of confidentiality shall not apply to:

Information that is publicly known at the time the contractual relationship is established,
Information that the Party discloses pursuant to a legal regulation or a decision of a public authority authorised under the relevant legal regulation,
Information that is already demonstrably available to the Party at the date of establishment of the contractual relationship,
Information that is or will be communicated to the Party by a third party without any claim of restriction on its use or confidentiality.
- The obligation of confidentiality shall survive the termination of the contractual relationship in question. In the event of a breach of obligations under this Article, the breaching Party shall be liable to pay damages to the other Party.
- The Customer agrees with the Supplier to process, collect, and store the Customer’s personal data specified in the contract and other personal data necessary for the performance of the Supply. Such personal data shall be processed by the Supplier and stored in the Supplier’s internal register for the purposes of fulfilling its obligations under the contract and for record-keeping purposes. If the Customer is a legal entity, it declares that it has used all personal data of the persons it has made available/provided to the Supplier in the performance of the contract in accordance with the applicable legislation on the protection of personal data, in particular, it declares that it has obtained the consent of the persons concerned to the disclosure of their personal data by the Supplier to the extent necessary.
- The Customer gives its consent, or obtains the consent of the persons concerned, pursuant to clause 14.4 for the duration of the contractual relationship hereunder and for a further period of five (5) years from the fulfilment of all of the Customer’s rights and obligations hereunder.

Specific Anti-Corruption Provisions

The Parties shall not commit, authorise, or permit any conduct that would cause the Parties and/or persons controlled by the Parties to violate any applicable generally binding anti-corruption legal regulations. This obligation shall apply, in particular, to unjustified performance provided to representatives or employees of public authorities and/or close persons of representatives or employees of public authorities.
Each Party undertakes not to offer, provide, or commit to provide to any employee, agent, or third party acting on behalf of the other Party, nor will it accept or commit to accept from any employee, agent, or third party acting on behalf of the other Party any gift or other benefit, whether monetary or otherwise, to which the recipient is not legally entitled at the time of the negotiation, conclusion, or performance of the contract.
The Parties undertake to inform each other immediately if they are aware or have a specific suspicion of corruption in the negotiation, conclusion, or performance of the contract.
Compliance with legal standards and internal regulations is an integral part of all the Supplier’s business processes. Possible violations can be reported via the Supplier’s anonymous reporting system on the website sez.sk.

XVI. Final Provisions

If any provision of the contract or these Terms and Conditions becomes invalid, unenforceable, void, voidable, or ineffective, the validity, enforceability, or effectiveness of the remaining provisions of the contract or these Terms and Conditions shall not be affected thereby. In this case, the Parties are obliged to use their best efforts to conclude a written amendment to the contract which replaces such a provision of the contract and best suits the originally intended purpose.
A document executed in writing hereunder shall mean a document executed (i) in printed form and sent to the other Party by registered post or courier, or by any other means enabling return receipt to be given to the sender, or (ii) in electronic form and sent by electronic mail with a guaranteed electronic signature or electronic mark.
The contractual relationship between the Parties shall be governed by laws of the Slovak Republic. Contractual relations not regulated by the contract or these Terms and Conditions shall be governed by the provisions of the Commercial Code.
Any and all disputes arising out of or in connection with the contract shall first be settled by the Parties by seeking agreement. If no agreement is reached, the dispute shall be decided by the general court of the Supplier.
The contract may only be amended by written and numbered amendments, signed by authorised representatives of both Parties.