VŠEOBECNÉ OBCHODNÉ PODMIENKY DODÁVOK TOVARU, DIELA, SLUŽIEB

I. General provisions

1. The general terms and conditions (hereinafter referred to as "GTC") for the purchase of PO apply to all Orders that the Customer concludes with the other contracting party (hereinafter referred to as the "Supplier") for the production order of PO.

2. The application of the general terms and conditions of the other contracting party or the limitation of other general terms and conditions is hereby expressly excluded, unless the contracting parties agree otherwise in writing.

3. Deviating arrangements set out in the Order take precedence over the wording of these General Terms and Conditions.

4. In order to clarify the clauses used in the Order, the provisions of INCOTERMS 2010, issued by the International Chamber of Commerce in Paris, are decisive.

5. These General Terms and Conditions are in accordance with the provisions of § 273 of Act no. 513/1991 Coll. of the Commercial Code as amended (hereinafter referred to as the "Commercial Code") an integral part of the Customer's Order.

6. In terms of these GTC, the Order (contract) is recommended as concluded:

6.1. the date of delivery of written confirmation of the Order by the Supplier (fax, e-mail, list), or

6.2 by starting the Supplier's performance (also implied) on the basis of the received Order.

II. Subject of performance

1. performance.

2. The supplier is obliged to deliver the PO according to the specification agreed in the Order, unless the performance was in writing between the subsequently modified parties.

3. Unless the contracting parties agree otherwise, the Supplier is not entitled to any partial fulfillment of the subject of the Order. The delivery of a smaller/larger quantity of PO than was agreed in the Order is not considered a fundamental breach of the contractual relationship.

III. Price, currency and payment terms

1. The purchase price is agreed in accordance with Act no. 18/1996 Coll. on duration as amended. The agreed price is stated in the Order without VAT. VAT will be applied to this amount in accordance with applicable legal regulations. Unless otherwise stated in the Order, the Supplier's costs for packaging the PO, its transportation to the delivery locations as well as other costs associated with the delivery and handing over of the subject of the Order at the PO delivery location are not included in the PO price.

2. The Supplier is entitled to invoicing after handing over and taking over the PO delivered to the Customer.

3. The invoice must be drawn up by the Supplier primarily within 14 days from the date of taxable performance (acceptance by the Customer) and at the same time delivered to the Customer within 3 working days from the date of its execution, otherwise the Customer will be entitled to a contractual penalty in the amount in accordance with Article X. point 1 of these GTC.

4. The invoice must contain all the details in accordance with the applicable legal regulations (Act 222/2004 Coll.) and the required data of the customer (order number of the customer, order number or designation of the building mentioned in the order), to which all documents proving the proper delivery of the PO must be attached. In the event that the invoice does not contain the above-mentioned details, the Customer has the right to return the invoice without payment. The rightful return of the invoice does not stop the due date, which runs from the date of delivery of the PO.

5. The due date for invoices (partial, final) and correction invoices is 30 days from the date of issuing the invoices. The date of crediting the amount owed to the Supplier's account is recommended as the date of fulfillment of the monetary obligation.

6. The customer pays the purchase price to the supplier by transfer order in the agreed currency.

7. The supplier may not transfer his rights or receivables arising from the Order without the prior written consent of the Customer. In such a case, the Supplier must obligatorily order the Customer a contractual penalty in the amount of 100% of the value of the transferred right or receivables.

IV. Place of performance and date of performance

1. The term of performance is stated in the Order. Change of the performance date is possible only after mutual agreement of both parties.

2. The Supplier is obliged to deliver the PO to the Customer at the place of performance agreed in the Order. If the place of performance is not agreed in the Order, the Supplier is obliged to deliver the PO at the Customer's place of residence.

3. The ordering party is obliged to take over the PO even before the agreed performance date. The Supplier may notify the Customer in writing, at least 2 working days in advance, of the time of delivery of the PO.

4. The customer is entitled to continuously check the PO. If the ordering party discovers that the supplier performs the PO in violation of its obligations, the ordering party is entitled to demand that the supplier remove defects caused by defective performance of the PO and perform the PO in a proper manner.

5. If the Supplier does not fulfill this obligation even within the reasonable period provided for this purpose by the customer, the customer has the right to withdraw from the Order.

6. Primary non-compliance with the PO submission deadline is not considered a material breach of the Order and these GTC.

V. Transfer of title and risk of damage

1.

VI. Taking over PO and conducting PO exams

 

1. A written acceptance protocol/delivery note/inventory of completed works/conveyance note, etc. signed by the Customer or his representative will be a proof of fulfillment of the PO.

2. The Supplier is obliged, in a reasonable time after the acceptance of the PO by the Customer, by handing over the Purchaser's documents, which are necessary for the acceptance and use of the PO (technical documentation, operating and maintenance manuals, safety data sheets, etc.). The documentation must be prepared in the Slovak (or Czech) language, unless otherwise agreed.

3. If this is stipulated by legal regulations or stipulated in the Order, the Supplier is obliged to carry out detailed tests or technical inspections (hereinafter referred to as "tests") to determine whether the PO meets the quality requirements. The supplier is obliged to submit the test result to the customer upon request.

4. Performance of tests for participation The customer does not absolve the supplier of responsibility for defects discovered after delivery of the PO.

VII. PO defects and claims from PO defects

1. The supplier is obliged to deliver PO in quantity, quality and execution in accordance with the Order or valid regulations, drawing documentation and standards. In such a case, the PO has defects and the Supplier is responsible for the defects of the PO in accordance with the provisions of the Commercial Code of the Slovak Republic.

2. The supplier is responsible for the fact that the delivered PO does not show any legal laws and that there are no third-party claims for infringement or threat of copyright, trademark rights or other periods of rights. The PO Supplier is responsible for legal defects within the meaning of § 433 et seq. of the Commercial Code. Claims from PO defects do not affect the right to compensation for damage or contractual penalty.

3. For the Customer's claims from PO defects, sec. § 427 and 428 of the Commercial Code.

VIII. Quality guarantee

1. As a guarantee for the quality of the PO, the Supplier undertakes that the delivered PO will be fit for use for the agreed or usual purpose after delivery.

2. Unless otherwise agreed in writing in the Order, the warranty period starts from the date of written acceptance of the PO by the Customer and ends 12 months after the PO is handed over to the Customer, unless otherwise agreed.

3. PO defects detected without undue delay must be notified by the Customer to the Supplier, who is obliged to remove these restrictions within the period agreed in writing with the Customer, otherwise within 30 days from the date of written delivery of the Customer's complaint. After the expiration of this period, the Customer is entitled to withdraw from the contract.

4. For the delivery of documents to the Supplier, it applies that they are delivered to the address of the Supplier's registered office registered in the commercial register. The letter must be delivered after 3 days from the return of the undelivered shipment by post, even if the person authorized to act on behalf of the Supplier does not learn about it. Documents, including possession due to defective goods, can also be delivered by e-mail.

IX. Environmental protection, quality

1. If the subject of the Order is the delivery of a PO that contains chemical substances or preparations, the Supplier is obliged to provide a safety data card in accordance with special legal regulations.

2. In the event that the Supplier declares that it has implemented a quality management system (certified or not), it is binding on the basis of the Customer's requests, which enables the authorized employees of the Customer, but in its operational audits focused on verifying the provision of this system and during the performance contract and after completion of performance in the supplier evaluation process. The customer also has the right to demand from the supplier to ensure in the audit focused on the processes related to the continuation of the constant quality of its production. In the event that we cannot perform an audit, the Customer has the right to demand from the Supplier the delivery of a PO with the same specification from another manufacturer or to refuse the delivery of another PO from this manufacturer.

3. If the Supplier performs contractual services where a functional quality management system is required, it allows access to the Customer's personnel for the purpose of checking and reviewing the PO and documentation related to the PO. The supplier is obliged to keep proper records that contain accurate and complete data related to the performed performance according to the Order. The supplier undertakes to keep documents related to the activity of the subject of delivery in such a way as to prevent their finding, loss or destruction. In the case of subcontracts, the supplier is obliged to ensure the transfer of the Customer's requirements to his subcontractors.

X. Contractual sanctions

1. If the Supplier is in arrears with the delivery of the PO or its part according to the Order (does not deliver the PO in the agreed performance date) or with the elimination of defects in the PO within the agreed period, the Customer has the right to demand from the Supplier the payment of a contractual penalty in the amount of 1% of the total value of the relevant Order, for each day of delay. This also applies in case of non-delivery or late delivery of a document that is necessary for taking over or using the PO, or other documents that the supplier is obliged to submit to the Customer.

2. Payment of the contractual penalty does not release the Supplier from the obligation to deliver PO or documents according to the Order.

3. The application of the contractual penalty does not affect the Customer's claim to compensation for damage caused by the breach of the Supplier's contractual obligations.

XI. Circumstances excluding liability

1. In circumstances that exclude responsibility for an obstacle that occurred because of the will of the obliged party and prevents it from fulfilling its obligations, if it cannot reasonably assume that the obliged party would avert or overcome this obstacle or its consequences, and further, that in at the time of the obligation, it anticipated this obstacle.

2. However, liability does not exclude an obstacle that arose only when the obligated party was in delay in fulfilling its obligations, or arose from its economic circumstances. Normal economic, business and business risks, fire, strike, labor unrest, lack of raw materials are also not considered as circumstances excluding liability.

3. The administration of the circumstances excluding liability must without undue delay after it must become the obliged party about the obstacles found or with due care, could have learned, but not within 10 working days.

Failure to fulfill this notification obligation obligates the obliged party to compensate for damage that can be prevented by timely notification.

3. If the circumstances exclude liability and last less than 3 months, any of the parties is entitled to unilaterally withdraw from the Order.

XII. Removal from the Order and termination of the contractual relationship

1. The Order may be withdrawn, except in the cases provided for by the Civil and Commercial Code, or these GTC also in the case of:

1.1. if the Supplier is in arrears in fulfilling its obligations from the Order (including partial deadlines) for more than 3 working days,

1.2. if, in the Customer's opinion, the delivered PO does not meet the agreed quality parameters, while the Customer's right to a contractual penalty and compensation for damages due to withdrawal are not affected.

2. For the delivery of documents and thus also the withdrawal from the contract with the Supplier, it applies that they are delivered to the address of the Supplier's seat registered in the commercial register. The letter must be delivered after 3 days from the return of the undelivered shipment by post, even if the person authorized to act on behalf of the Supplier does not learn about it. Documents, including possession due to defective goods, can also be delivered by e-mail.

XIII. Final provisions

1. All earlier agreements, both oral and written, regarding the negotiation of the Order between the contracting parties lost on the date of conclusion of this Order. In the event that a valid provision of the Order becomes invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of other provisions of the Order and GTC will not be affected or violated in any way.

2. Orders as well as the rights and obligations arising from them, including the assessment of their validity as well as their subsequent invalidity, are governed by and will be interpreted on the basis of and in accordance with the substantive (material) law in force in the Slovak Republic. Legal relationships that are not detailed in the Order and General Terms and Conditions are regulated by the relevant provisions of the Civil and Commercial Code of the Slovak Republic.

3. The contracting parties have agreed that all disputes arising from or in connection with this Order will be resolved by mutual agreement. In the event that no agreement is reached, the disputes will be finally decided by the competent court in the Slovak Republic, competent according to the procedural regulations in force in the Slovak Republic.

4. The parties to the contract proceed with the settlement of their tax obligations according to the valid legal regulations of the state in which they are residents and in accordance with valid international legal standards with the exception of

the possibility of assuming the tax obligation as a business partner.

5. The supplier declares and confirms that he is a duly registered VAT payer and duly fulfills his payment obligations towards the state administration.

6. The supplier is obliged to deliver the necessary documents to the customer (verified extract from the OR no older than 3 months and a certified copy of the VAT number cards assigned by the relevant Tax Office) if the customer requests them.

7. The PO fulfillment supplier confirms that he has read these general terms and conditions and agrees with them in their entirety.

In Martin, on 16.12.2011.