VOP - Eurotools Ltd. E-SHOP - BETTER THAN OEM PARTS

1.1 These are the general terms and conditions (hereinafter “GTC”) of the company Eurotools, s.r.o., with registered office: Na Bystričku 14B/9941, Martin 036 01, ID: 46 252 401, (hereinafter referred to as "The customer" or "Eurotools, s.r.o.“), which are an integral part and attachment (i) of the Order and/or Confirmation of the Order, the subject of which is the delivery of the Performance within which the company Eurotools, s.r.o. acts. as the Customer; (ii) or the contract, the subject of which is the delivery of Performance, in which the company Eurotools, s.r.o. appears. as the Customer or (iii) any unnamed contract, i.e. one that is not expressly regulated as a type of contract in the legal provisions and in which the company Eurotools, s.r.o. appears. as the Customer (contractual types mentioned in point 1.1 can be marked as“A contract” or"Contracts“). The document marked in the header or in the header as"Order confirmation“, which contains a confirmation by the Supplier in accordance with these GTC (i.e. it contains statements and the Supplier's signature according to the terms of these GTC) for the Order issued by Eurotools, s.r.o., which appears on the Customer's side, is identical to the term "Contract" and therefore in the case if these GTC use the term Contract, this term is identical to the document entitled "Confirmation of Order“.

1.2 The individual provisions of the General Terms and Conditions shall not be applied either if it is agreed otherwise (in the Order or in the Order Confirmation or in the Contract) (in accordance with § 273 paragraph 2 of Act No. 513/1991 Coll. Commercial Code as amended, further just "Commercial Code” or “ObZ”), or if the use of these GTC is expressly excluded in the Order or in the Order Confirmation or in the Contract.

1.3. At the moment of entry into force of the Agreement, the Supplier is bound by these General Terms and Conditions and expresses his consent to them. Upon the entry into force of the Agreement, the Contracting Parties accept that their mutual business-obligation relationship is governed by the Agreement and these General Terms and Conditions.

1.4 The customer is entitled to continuously update or change the General Terms and Conditions. All changes, additions, or the full text of the updated GTC shall always be issued by the Customer in written form and published in an appropriate manner on its website:www.eurotools.eu .

1.5 These GTC are drawn up in Slovak and English, with the Slovak version being legally binding and the English version serving only an informative function.

II. DEFINITIONS

2.1 For the purposes of these GTC, the entity providing forThe customer services and goods, performing work, work or performances (hereinafter referred to as "Filling"), on the basis of the Agreement, to which these General Terms and Conditions are an annex, refers to as "Supplier". The provisions of the General Terms and Conditions, in which the designation "Supplier" is found, apply to both domestic and foreign suppliers.

2.2 For the purposes of the GTC, "By the contracting party" UnderstandsThe customer or the Supplier, while "By the contracting parties” is understoodThe customer, or Eurotools, s.r.o.and the Supplier.

2.3 For and on behalf of the Client

a) in matters of the Agreement, the person authorized to negotiate, who is listed in the Agreement as "Contact person”, or another person/s authorized by the Contact Person,

b) in matters of Performance, which is understood as performance of Performance, control of performance of Performance, tests of Performance, acceptance of Performance, etc. person/s authorized to act, who is/are listed in the Contract as a Person authorized to act in matters of Fulfillment and application of the claim, (hereinafter referred to as "Authorized person in matters of Fulfillment“) for The customer. Among the authorizations and powers of the Authorized Person in matters of Performance forThe customer does not include the performance of legal actions in connection with the Agreement (e.g. contractual fines, damages, etc.) performed by the person of the Operations Manager or the executive of the Customer's company.

2.4 In the name and for the Supplier is

a) in matters of the Agreement, the person authorized to negotiate, who is listed in the Agreement as "Contact person”, or another person/s authorized by the Contact Person,

b) in matters of Performance, which is understood as performance of Performance, control of performance of Performance, tests of Performance, delivery of Performance, etc. person/s authorized to act, who is/are listed in the Contract as "Authorized person in matters of Fulfillment“.

2.5 Each of the Contracting Parties is entitled at any time to change the Authorized Person in matters of Fulfillment, or delegate some of the authorizations and powers to another person, about which it is obliged to immediately inform the other Contracting Party in writing. The scope of delegated authorizations and powers must be clearly defined.

2.6 For the purposes of the GTC, the price of the Performance (hereinafter referred to as "PRICE“) considers:

a) total price for Fulfillment Without value added tax (hereinafter referred to as "VAT"), agreed in the Contract, if the subject of the Contract is the delivery of the Performance as a whole,

b) the price of an individual Performance without VAT, agreed in the Contract, if the subject of the Contract is the delivery of several separate Performances,

c) the price of the Performance for a calendar month (or any other agreed period) without VAT, agreed in the Contract, if the subject of the Contract is repeatedly delivered Performance.

d) the price of Performance on the basis of a written request without VAT, if the subject of the Agreement is the provision of Performance on the basis of written requests,

e) price of Performance on the basis of a partial order without VAT, if the subject of the Contract is the provision of Performance on the basis of partial orders to framework contracts.

In case that:

(i) it is a domestic Supplier who is not a VAT payer in the Slovak Republic (hereinafter referred to as "SR”), or

(ii) The supplier has a registered office, or place of business outside the territory of the Slovak Republic and does not have an establishment in the Slovak Republic in accordance with Act no. 222/2004 Coll. on value added tax as amended (hereinafter referred to as "VAT Act"), from which the Fulfillment provides (hereinafter referred to as "Foreign Supplier”),

for the purposes of GTC, in such cases, the price defined in letter a) to e) of this point, except for the text "without VAT“.

2.7 In the case of Performance carried out on premises The customer it is necessary to proceed when processing inputs according to the instructions of the Authorized Person in matters of Fulfillment forThe customer and information published on the website The customer: www.eurotools.eu .

2.8. Order, Confirmation of Order, formation of Contract

Order (for the purposes of GTC) (hereinafter referred to as "An order“) is a unilateral legal act of the Customer towards the Supplier, with the aim of obtaining the ordered Performance from the Supplier. If the latest date by which the Supplier can confirm the Order (hereinafter referred to as "Deadline for Order Confirmation“) and the Supplier confirms the Order after such Order confirmation Period, such late confirmation of the Order is considered a reworked Order, or for the counter proposal of the Contract, while the Customer is not bound by this in any way.
The sent Order is considered a draft of the Contract. A revised order from the Supplier is considered a counter proposal to the Contract.
Based on the confirmation of the Order (confirmation of the Order by the Supplier is usually carried out by the Supplier within the document entitled "Confirmation of the Order“), the Supplier undertakes to deliver to the Customer the Performance according to the Order in a proper and timely manner, while the Order is considered binding for the Contracting Parties at the time of delivery of the Order confirmation to the Customer or at the time of delivery of the document entitled Confirmation of the Order to the Customer. The Supplier is not authorized to change the document called the Order Confirmation (or the confirmed Order) without the prior written consent of the Customer. The contracting parties have agreed that the Customer is entitled to cancel the Order at any time up to the moment of delivery of the Order Confirmation document by the Supplier or the moment of order confirmation, while the Supplier is not entitled to assert any claims against the Customer in connection with such cancellation of the Order. If the Contracting Parties do not agree otherwise, the confirmation of the Order itself or the document entitled Confirmation of the Order by the Supplier must contain a statement by the Supplier in the sense of which the Supplier accepts these GTC, as well as a statement by the Supplier in the sense that it declares that it has properly familiarized itself with these GTC and a signature a person authorized to act on behalf of the Supplier.The signature of the person authorized to act on behalf of the Supplier on the confirmation of the Order or on the document entitled "Confirmation of the Order" must be made through the DocuSign eSignature application or through a similar electronic application that reliably confirms the authenticity of the signature of the person authorized to act on behalf of the Supplier (hereinafter referred to as the "electronic application intended for signature“), otherwise it is not possible to consider the Order as confirmed, or no obligation shall arise between the Customer and the Supplier and the Supplier shall not incur any claims or any duties and/or obligations to the Customer.If the Contracting Parties do not agree otherwise, and in the event that the Supplier signs the Order confirmation or a document called "Order Confirmation" through another electronic application intended for signature such as DocuSign eSignature, it shall notify the Customer in advance of this fact together with the designation of the electronic application intended for signature. In the event that the Customer does not agree to the use of such an electronic application intended for signature, it is not possible to consider the Order as confirmed, or no obligation shall arise between the Customer and the Supplier and the Supplier shall not incur any claims or the Customer any duties and/or obligations.
The supplier is bound by the confirmed Order or by confirming the document entitled "Confirmation of Order" as well as the concluded Contract with the Customer and is not entitled to cancel them unilaterally unless the Contracting Parties have agreed otherwise or unless these General Terms and Conditions stipulate otherwise.
The contractual relationship between the Customer and the Supplier is concluded on the basis of the Customer's Order and subsequent confirmation of the Order by the Supplier or confirmation of the counter proposal by the Customer, and the contractual relationship between the Customer and the Supplier is established (i) at the time of delivery of the Order confirmation to the Customer or (ii) at the time of delivery of the document entitled "Confirmation Orders" to the Customer which contains a confirmation from the Supplier in accordance with these GTC (i.e. it contains statements and the Supplier's signature according to the terms of these GTC) or (iii) by delivering the Customer's counter-proposal to the Supplier in accordance with the terms of these GTC.
If a special Framework Purchase Agreement is concluded between the Contracting Parties, the Contracting Parties shall not enter into written purchase contracts with each other during the period of its validity and effectiveness according to the previous paragraph. These are considered to be concluded by the provision of performance according to the Customer's written order, confirmed by the Supplier.
By confirming the Order on the part of the Supplier, the Supplier confirms that it can provide or deliver the Performance to the Customer within the agreed period.
The person accepting the General Terms and Conditions declares that he is duly authorized, authorized or empowered by an authorized person to accept the General Terms and Conditions and conclude the Agreement. In case of falsity of this statement, the person accepting the General Terms and Conditions shall be liable for any possible damages that may have arisen due to the invalid conclusion of the Contract or invalidly agreed contractual terms based on this proposal.

III. Language

3.1 The decisive wording of all contractual documents is the wording in the Slovak language.

3.2 If the Agreement is drawn up in the Slovak language and the annexes to the Agreement are drawn up in English or Czech, there is no need to translate these annexes into the Slovak language, unless the Contracting Parties agree otherwise.

3.3 In the event that the Supplier is based abroad and the Contracting Parties have not agreed on a different language of communication in the Contract, the language of communication shall be Slovak.

IV. CONTRACT CONCLUSION AND CHANGES

4.1 Proposal for the conclusion of the Contract, or An order or a proposal for submitting an offer, delivered to the Supplier by the party Customer – Eurotools, s.r.o.is not a call to start Performance. The Supplier may start the implementation of the Performance only after the conclusion of the Agreement and on the basis of and in accordance with the conditions stated therein.

4.2 It is possible to amend and supplement the Agreement solely based on the agreement of the Contracting Parties, in the form of an addendum to the Agreement, which includes these General Terms and Conditions.

Any changes or additions to the Agreement can only be made based on the agreement of both Contracting Parties, in the form of written and numbered amendments to the Agreement, signed by authorized representatives of both Contracting Parties, except in the following cases:

change or addition of the Authorized Person in matters of Performance, which the Contracting Party shall carry out by a unilateral written notification of the Authorized Person in matters of Performance for the other Contracting Party,
change of the worker performing the Performance, which is approved by the Authorized Person in matters of Performance for The customer, on the basis of proof that the requirements for the technical and professional competence of the worker have been met by the Supplier.

4.3 By concluding the Agreement, no advantage may be provided to a third party, and a person who is not a party to the Agreement does not have the right to assert any claims within the meaning of the Agreement.

V. INTERPRETATION

5.1 Separability of provisions

Each provision of the Agreement shall be interpreted so as to be effective and valid under applicable law. However, if it would be unenforceable, invalid or ineffective according to the applicable legal regulations, this will not affect the other provisions of the Agreement. In the event of such unenforceability, invalidity, or ineffectiveness, the Contracting Parties shall agree in writing on a solution that preserves the context and purpose of the given provision.

If any provision of the General Terms and Conditions is or becomes invalid in the future, the other provisions of the General Terms and Conditions shall remain in full force and effect.

5.2 Application of the Supplier's general terms and conditions or any other general terms and conditions is hereby expressly excluded, as long asThe customer and the Supplier do not agree otherwise in writing.

5.3 If in the General Terms and Conditions or in the Agreement there are references to relevant legal regulations in force at the time this version of the General Terms and Conditions was issued or at the time of the conclusion of the Agreement, which were changed or replaced by other legal regulations during the validity of the Agreement, these references are considered to be references to those legal regulations , by which they were replaced, as amended.

VI. COMMUNICATION

6.1 All notices and all communication between the Contracting Parties pursuant to the Agreement shall be made in writing, by registered mail, express courier service or e-mail, and shall be deemed to have been properly delivered by delivery to the relevant Contracting Party at the addresses specified by the Contracting Parties in the header of the Agreement in the event , that the following text of the Agreement does not include addresses for delivery.

6.2 The document is considered delivered even if:

a) The contracting party refuses to accept the document - the document is considered delivered on this day, or if

b) the document cannot be delivered due to e.g. non-acceptance of the shipment within the collection period, or because the addressee could not be reached, the addressee was unknown or for another reason indicated by the mail on the shipment; the document is considered delivered on the day the shipment is deposited at the post office.

VII. PRICE, INVOICING AND PAYMENT TERMS

7.1 PRICE

7.1.1 In the event that the Supplier is a VAT payer in the Slovak Republic, VAT will be added to the Price in the amount determined by applicable legal regulations governing the amount of VAT on the date of the tax liability, if it is applicable in accordance with the current wording of the VAT Act.

7.1.2 No Fulfillment By the Supplier or by the partyThe customer will not be provided free of charge, except for samples and/or except for any other Performances or any fees/costs mutually agreed upon by the Contracting Parties in writing.

7.1.3 Unless the Contracting Parties agree otherwise in writing, the Price includes all costs related to the fulfillment of the Supplier's obligations, in particular:

- shipping,

- insurance costs for the Supplier's liability insurance for damage,

- other taxes and duties,

- administrative and similar fees collected by any public authority,

- accommodation, meals and transportation of the Supplier's employees.

7.1.4 Unless otherwise agreed in the Contract, the Price according to the Contract is fixed, complete, unchangeable and binding, and the Supplier guarantees its completeness until the delivery of the Performance, even if during the delivery of the Performance the need for such activities appears that were not foreseeable at the time conclusion of the Agreement.

7.2 Billing conditions

7.2.1 The basis for payment of the Price is the invoice issued by the Supplier and deliveredTo the customer. The invoice must be drawn up in accordance with the applicable legal regulations and must contain the details in accordance with point 7.2.10.

7.2.2 The Supplier shall issue an invoice containing VAT only on the condition that at the time the tax liability arose, he was a VAT payer and the Supplier incurs a tax liability upon delivery of the Performance and the Supplier is a person liable to pay VAT.

7.2.3 The Supplier's invoice will be issued and paidThe customer will be implemented in euros, unless another currency is agreed upon in the Contract.

7.2.4 If the Price is agreed in the Contract based on an hourly rate, the Supplier is entitled to invoiceTo the customer only the time actually spent on providing the Performance. The supplier will not invoiceTo the customer the price for the time required for breaks at work, transfers of workers, arranging entrances to the premisesThe customer etc.

7.2.5 All Performances provided by the Supplier beyond the framework agreed in the Contract must be agreed in writing in advanceBy the customer. Any Performance realized before this consent is notThe customer obliged to take over or pay.

7.2.6 If a unit price of the Performance is agreed in the Contract and at the same time the number of units of the respective Performance is stated in the Contract or in its annexes, the Supplier is not entitled to exceed the number of units of the Performance without prior written consent The customer. Any Performance in excess of the number of units specified in the Agreement, carried out without such consent, is notThe customer obliged to take over or pay. In this case it is The customer entitled to return the invoice to the Supplier.

7.2.7 The basis for issuing an invoice for the provided Performance is the confirmation of the provided Performance, made byThe customer within the meaning of point 9.4.1, which must subsequently be attached to the invoice. Unless otherwise stated in the Contract, the Supplier is not entitled to issue an invoice to the Customer before the Performance is performed.

7.2.8 Unless another method and time of invoicing the Price is agreed in the Contract, the Supplier is obliged to issue an invoice for the completed Performance as follows:

(i) one time, i.e. after providing the entire scope of the Performance - no later than 15 days after confirmation of the provided Performance by the Customer, or

(ii) individually, i.e. after the provision of each separate Performance - always no later than 15 days from the confirmation of each provided separate Performance (specified in the Contract or in an individual Written Request) byThe customer, or

(iii) continuously(in case the Performance is provided repeatedly or partially), i.e. after the expiration of each invoicing period agreed in the Contract - always no later than 15 days from the confirmation of the scope of the Performance provided during the invoicing period; the day of delivery in this case is the last day of the billing period.

7.2.9 For Performances that have been taken over by the partyThe customer during the calendar month, the Supplier is entitled to issue within 15 days after the end of the calendar month summary invoice in accordance with the VAT Act.

7.2.10 In addition to the data determined in accordance with applicable legal regulations, each invoice must contain:

(i) Contract number/order number

(ii), code of the Common Customs Tariff, if it is a supply of goods, or if the supply of goods is part of the delivered Performance,

(iii) date of issue of the invoice,

(iv) the due date of the invoice in accordance with point 7.3.1,

(v) designation of the financial institution and account number of the Supplier,

(vi) signature of a representative authorized to act on behalf of the Supplier.

7.2.11 The supplier is obliged to deliver the invoiceTo the customer at the latest within 5 daysfrom its exposure.

7.2.12 The supplier is obliged to send invoices forThe customer to the address specified in the contract or to another address specified in writingThe customer.

7.2.13 In case the invoice is sent by the Supplier to a different address than according to point 7.2.13,the maturity period does not begin until the relevant invoice will not be delivered to the address stated or determined according to point 7.2.12 above.

7.2.14 The supplier is obliged to deliverTo the customer to the address according to point 7.2.13 no later than 14 days before the due date of the invoice, a written notification on the change of the bank account indicated on the invoice, in the case of:

(i) bank changes,

(ii) the creation of a lien on receivables or

(iii) formal deficiencies (e.g. incorrect, incomplete bank account, etc.),

while the authenticity of the signature of the Supplier's representative on this notification must be officially verified.

7.2.15 In the event that the Supplier does not fulfill the notification obligation according to point 7.2.14, for the day of fulfillment of the monetary obligationThe customer is considered the date of writing off the owed amount from the accountThe customer regardless of whether the funds will be credited to the Supplier's account.

7.3 Terms of payment

7.3.1 Unless another invoice due date is agreed upon in writing,the due date of the invoice is 30 days, while the due date of the invoice begins to run from the date of the taxable performance, i.e. of the date of delivery of the Performance. If the last day of the invoice due date falls on a non-working day, the invoice will be due on the next working day. The date of fulfillment of the Customer's monetary obligation is considered to be the day of debiting the owed amount from the Customer's account.

7.3.2 The payment will be made in full to the account number indicated on the invoice or in the notification pursuant to point 7.2.14, no later than on the due date of the invoice. In the event that the invoice does not contain the details required in terms of applicable legal regulations, or if the data in the invoice are not provided in accordance with the conditions agreed in the Contract/GTC,The customer is entitled to return the invoice to the Supplier without payment. In this case, the due date of the invoice ceases to run.The customer is obliged to state the reason for returning the invoice. The due date of the invoice will begin to run again on the day of delivery of the corrected (new) invoice, which meets the requirements of generally binding legal regulations and the Agreement.

7.3.3 The Customer reserves the right to withhold the invoiced payment in the event of claims against the Supplier due to defects in the performance provided, until the defects claimed by the Customer have been removed.

7.3.4 All bank expenses and fees of correspondent banks and the Supplier's bank shall be paid by the Supplier, unless the Contracting Parties agree otherwise in writing.

VIII. TAX CONDITIONS

8.1 The supplier is obliged to notify in writing during the duration of the AgreementTo the customer the date of cancellation of the VAT payer's registration, as well as the date of the VAT payer's registration, namely without delay after that date.

In addition, the Supplier is obliged to notify in writing To the customer within 5 working days all changes regarding his tax status and tax obligations, in particular:

a) creation/termination of a VAT establishment;

b) establishment/termination of a permanent establishment for income tax purposes;

c) payment of income tax advances.

The following provisions of points 8.2, 8.3 and 8.4 apply toForeign Supplier:

8.2 The Foreign Supplier is obliged to provide at the latest before the signing of the ContractTo the customer the information required in the Statement of Tax Position and Linkage form.

If the correctness, completeness or truthfulness of the above-mentioned facts changes during the validity of the Agreement based on any influenceable or non influenceable facts, the Foreign Supplier undertakes to inform about itTo the customer in writing without undue delay, no later than 5 working days after the change, otherwise theirThe customer will be considered valid, true and complete even on the date of the tax liability of the Foreign Supplier.

8.3 If the Foreign Supplier is a resident of a country outside the EU and has a permanent establishment in the Slovak Republic and pays income tax advances in the Slovak Republic, he is obliged to submit immediately after signing the Contract, or after the said event occurs, the confirmation of the Bratislava Tax Office on the payment of advances (hereinafter referred to as "Confirmation“). The Foreign Supplier is obliged to submit the Confirmation in each subsequent calendar year during which it will be forThe customer to provide Fulfillment. In the event that the Foreign Supplier does not submit this document, it will be from the partyThe customer applied tax security in terms of the Income Tax Act.

8.4 Withholding tax

No deductions are and will not be included in the price and payment conditions specified in the Agreement. If payments to a Foreign or Domestic Supplier are or will be subject to withholding tax in accordance with the Income Tax Act and the relevant treaties on the avoidance of double taxation,The customer on the basis of the above, it will reduce the payments by the relevant amounts according to the relevant agreement on the avoidance of double taxation and the Income Tax Act. In this case you areThe customer requests a confirmation of withheld tax from the relevant tax office in the Slovak Republic and present it to the Foreign or Domestic Supplier. The foreign or domestic supplier is obliged to provide the customer with any cooperation in the exercise of rights and claimsThe customer according to this point.

The Foreign or Domestic Supplier is not entitled to request compensation fromThe customer in connection with the payment of withholding tax by the party The customer, but he can himself request payment from the relevant tax administrator.

The Foreign or Domestic Supplier is obliged to make efforts to identify the payments included in the Price, which may be subject to withholding tax, and to specify their unit price. In case of doubt or non-cooperation on the part of the Foreign or Domestic Supplier, it isThe customer entitled to deduct withholding tax from the entire Price, unless the Foreign Supplier sufficiently proves that withholding tax pursuant to the Income Tax Act and the relevant double taxation avoidance agreement should not be applied, or specifies the relevant part of the invoiced Price that is subject to withholding tax.

The provisions of the following clause 8.5 apply toVAT payer in Slovakia:

8.5 Liability for VAT

The supplier declares and undertakes that he will file a proper tax return for VAT and, in the event of an obligation to pay VAT, will pay this to the local tax authority by the specified due date. The supplier declares that he has no intention of not paying the VAT related to the subject of the Performance under the Agreement or the intention to reduce the tax or possibly attract a tax advantage, nor does he have the intention of getting into a position where he will not be able to pay this tax.

The provisions of the following clause 8.6 apply toForeign Supplier based outside the EU:

8.6 Tax security

In case thatTo the customer there will be an obligation to withhold tax security from the Price,The customer deducts from the invoiced Price the amount of the tax security in accordance with the Income Tax Act and pays the Foreign Supplier the invoiced Price less the said security.The customer does not reduce the provision of tax on the Price if the Foreign Supplier deliversTo the customer the original confirmation of payment of tax advances in accordance with § 34 or § 42 of the Income Tax Act, issued by the relevant tax office.

If the Foreign Supplier does not submit a written confirmation in accordance with the above aTo the customer there will be an obligation to withhold tax security from the Price, The customer:

a) is entitled to withhold tax security from the invoiced Price according to § 44 par. 2 of the Income Tax Act and pay the Foreign Supplier the Price or part of the Price reduced by the amount of such tax provision, and

b) provide the Foreign Supplier with documentation (confirmation of withheld tax security submitted to the relevant tax authority), which the Foreign Supplier can use to offset this payment against its tax liability in Slovakia.

In other cases, when the Foreign Supplier's activities do not require the establishment of a permanent establishment in the Slovak Republic, the application of tax protection will be assessed individually according to the nature of the Performance in accordance with the Income Tax Act and the relevant double taxation avoidance agreement.

The Foreign Supplier is not entitled to request compensation fromThe customer in connection with the payment of tax security by the party The customer, but he can himself request payment from the relevant tax administrator.

8.7 The Supplier undertakes to be fully responsible for the calculations, reporting, tax returns and payment of all its current and future monetary and non-monetary tax obligations, including income tax, VAT and other taxes, fees and levies (or applicable fines, penalties or interest) that he has incurred or will incur as a result of the Agreement according to any legal jurisdiction, whether within the Slovak Republic or outside its territory. The supplier is againstTo the customer shall not make any claims in connection with the above matters.

IX. EXECUTION OF PERFORMANCE

9.1 Place of Fulfillment

9.1.1 The place of performance is understood as operation The customer, if the Contract does not stipulate otherwise.

9.1.2 In cases where the Supplier provides performance in facilities To the customer, the Supplier acknowledges thatThe customer can provide the Supplier with:

(i) objects of an office character, or other premises, (ii) electricity, water, etc.

compensation on the basis of a special contract, or contracts.

9.1.3 Upon entry and exit of the Contractor's employees,The customer has the right to carry out a personal inspection of imported and exported objects and material.

From the premisesThe customer the Contractor may not remove without permission: (i) any items and material that is not owned by the Contractor, or has no other right to it, (ii) waste that the Contractor is not authorized or obligated to dispose of or recover under the Agreement. In case of violation of the prohibition according to this point, he hasThe customer the right to claim a contractual penalty against the Supplier in accordance with point 15.8.

9.1.4 The Contractor's employees are obliged to observe the ban on the consumption of alcohol, narcotic or psychotropic substances. Upon entry of the Supplier's employees, the Customer has the right to test the Supplier's employee for the presence of alcohol or consumption of narcotic or psychotropic substances. Rejection of the test for the presence of alcohol or ingestion of narcotic or psychotropic substances is considered a positive result. In case of a positive result, the Customer has the right to apply sanctions in accordance with point 15.9.

9.1.5 The supplier is obliged to notify theTo the customer the names of those representatives of the Supplier who are to be granted access to the Customer's facilities for the performance of duties exclusively in accordance with the contractual terms and conditions.

9.2 Controls, tests and verification

9.2.1 The customer is entitled at any time during the provision of Performance under the Contract to check the proper performance of the Supplier's obligations under the Contract and GTC. In the event that, based on the checks carried out during the Performance according to the Contract, it turns out that the Performance has defects or deficiencies, the Supplier is obliged to eliminate these defects and deficiencies at its own expense within the specified timeBy the customers.

9.2.2 Performing an inspection is not a reason for late delivery of the Performance.

9.3 Terms of delivery and acceptance of the Performance

9.3.1 Deadline for delivery and acceptance of the Performance

In the event that there is a risk that the Supplier will not deliver the Performance within the period specified in the Contract, it is obliged to inform the Customer of this fact in writing without undue delay after learning of this fact, and is obliged to take all measures to speed up the performance of the Performance. This notification must include the reasons for the delay and the estimated date of delivery of the Performance.If the Supplier does not take measures according to this point, or if the Supplier's measures prove to be insufficiently effective and the execution of the Performance is not accelerated, it hasThe customer the right to take measures to accelerate the performance of the Performance itself, including withdrawing the performance of any part of the Performance from the Supplier and assigning its performance to a third party, while reasonable costs in connection with these measures shall be borne by the Supplier. The customer has the right to apply, or offset these costs on the basis of a separate invoice delivered to the Supplier. For the avoidance of doubt,The customer is entitled to set off against the Price, or to demand payment of all increased costs and expenses associated with the withdrawal of the performance of any part of the Performance and its assignment to a third party (e.g. the difference in the price of the withdrawn part of the Performance, which was subsequently newly assigned, damages incurred, other incurred costs, possible fines, etc.).

Any costs incurred by the Supplier as a result of non-compliance with the performance deadline, or in connection with the achievement of proper and timely performance, will always be borne by the Supplier. The price does not change in such cases. In the event that the Contractor properly completes the Performance or part of it in accordance with the Agreement and its annexes before the agreed performance date, the customer is entitled, but not obliged, to take over the completed Performance or part of it even at an earlier date proposed by the Supplier.

Even in cases where the start or progress of performance was delayed for reasons other than reasons solely on the part ofThe customer, the individual performance dates must be properly met, or complied with, without any right to increase the agreed Price.

In cases where the start of performance (or the performance itself) was delayed due to reasons solely on the part ofThe customer by more than 5 working days, the Supplier shall be entitled to postpone all subsequent dates for the execution of the Performance by the same number of days by which the start or progress of the Performance was postponed due to reasons on the partThe customer. Any sanctions applicable to the Supplier remain in force even when the new postponed dates for performance of the Performance are applied.

9.4 Taking over the Performance

9.4.1 Taking over the Performance is considered to be the acceptance of what has been done, or of the provided Performance, by confirming:

(i) the Performance provided, or

(ii) the extent of the Performance provided during the invoicing period, carried out by the Customer, in any form, as long as it is clear from the content of the confirmation which Performance it is.

Depending on the nature of the Performance, e.g. confirmation of the provided Performance may be considered. investigation protocol, acceptance protocol, confirmed delivery note, copies of entries from the service log, service report, report of hours worked, e-mail message, etc. (elsewhere also as "confirmation of the provided Performance“).

X. SUBCONTRACTORS

10.1 „Subcontractor" is any person, or a contractual partner of the Supplier who participates in the fulfillment of the Supplier's obligations towardsTo the customer according to the Contract, with the exception of an employee of the Supplier. A natural person authorized to do business on the basis of trade is also considered a Subcontractor. Fulfillment of the Supplier's obligations towardsTo the customer through the Subcontractor must be approved in writing by the Customer in advance.

10.2 The Customer expressly reserves the right, at its discretion, to refuse the Subcontractor's participation in the Performance in writing at any time during the performance of the Contract, without the Supplier being entitled to any compensation or compensation. In such a case, the Supplier is obliged to immediately perform all necessary actions in order to terminate cooperation with the rejected Subcontractor on the Performance.

10.3 The approved list of subcontractors can only be changed based on the prior written consent of the Customer in accordance with point 4.2b).

XI. TRANSFER OF RIGHTS AND CLAIMS

11.1 The supplier undertakes that without prior written consentThe customer will not forward or otherwise handle, or trade, whether for a fee or free of charge, with receivables arising from the Contract, nor establish liens on receivables arising from the Contract. Otherwise, such an act is invalid. In case of violation of the above, theThe customer has the right to claim a contractual penalty against the Supplier in accordance with point 15.6.

XII. OBLIGATIONS OF THE CONTRACTOR

12.1 The Supplier undertakes to demonstrably notify the Subcontractors and its employees participating in the provision of the Performance in favor ofThe customer, with all obligations arising from the General Terms and Conditions and their annexes and to ensure their compliance by their employees, Subcontractors and employees of Subcontractors.

12.2 The supplier is obliged upon requestThe customer to provideTo the customer all information and data related to the provision of Performance according to the Contract, or supplement them in a reasonable time. The supplier is obliged to requestThe customer submit documents proving the nature of the Contractor's contractual relationship with workers who enter the premisesThe customer (e.g. by confirmation of registration at the Social Insurance Company).

12.3 The supplier declares that:

a) things delivered by the Supplier in connection with the performance of the Performance are not and will not be encumbered by any right of a third party, especially, but not limited to, a lien of a third party or a right of pre-emption;

b) such things are not leased and will not be leased to a third party even at the time of performance and

c) there is no legal regulation or decision of a public authority that would in any way prevent the Supplier from dealing with such things.

12.4 During the duration of the Agreement, the Supplier is obliged to notify in writingTo the customer within 5 working days any changes relating to his:

a) trade name,

b) seat or place of business,

c) subject of activity,

d) statutory bodies, including the manner of their actions towards third parties,

e) entry into liquidation of the Supplier,

f) initiation of enforcement proceedings against the Supplier's property a

g) initiation of proceedings pursuant to Act no. 7/2005 Coll. on bankruptcy and restructuring.

In case of breach of the Supplier's obligations under this point, he hasThe customer the right to claim a contractual penalty against the Supplier in accordance with point 15.4.

12.5 The supplier declares that:

a) has all the authorizations required by the relevant legal regulations and competent authorities to fulfill the terms of the Agreement and the proper and timely implementation of the Performance, and the performed Performance is in accordance with the subject of his business activity,

b) is able to perform the Performance with professional care, properly and on time according to the terms of the Agreement and its annexes; At the same time, the supplier declares that the Performance will be carried out by professionally qualified workers;

c) he is aware of the extent of the Performance, as well as all other circumstances affecting the performance of the Agreement and the execution of the Performance. In this context, the Supplier confirms that it cannot refer to an error or mistaken action, or to the fact that some services are not specified in the Contract or its annexes, unless it has caused these errors or mistakes exclusivelyThe customer by their deliberate actions, or they did not draw attention to these before signing the Contract,

d) properly and in detail checked all documents, materials, handed over to him by the partyThe customer, or forming annexes to the Agreement, and at the same time undertakes to perform the Performance based on them; In this context, the supplier is obliged to check any other things, documents, materials that heThe customer provided for the purposes of performing the Performance and any contradiction, ambiguity, error or possible incompleteness or imperfection that has or could result in defects, any deviation from the contractually determined standard or purpose of the Performance, or impact on the Price of the Performance, the Supplier is obliged without unnecessary of the postponement (at the latest within 7 days from the date of their acceptance) in writing by registered letterTo the customer; otherwise, the Supplier's claims related to the incompleteness or imperfection of the documents handed over to him byThe customer, disappear.

12.6 The supplier undertakes to comply with all the obligations arising from him when performing the subject of the Performance according to the Contract:

a) from the generally binding legislation of the Slovak Republic,

b) from generally binding legal regulations governing the field of labor law and illegal employment and

12.7 If the Contract or its annexes do not record some facts regarding the execution of the Performance, the Supplier is obliged toTo the customer notify in writing no later than before signing the Contract. In the event that the Supplier has not notified these facts in writingTo the customer, The customer is not obliged to accept after the conclusion of the Contract any comments on later discovered or unspecified facts and it is valid that these were known to the Supplier before the conclusion of the Contract.

12.8 In the event of any disagreement between the Contracting Parties regarding the scope, content or quality of the Performance, in cases not directly or indirectly resolved by the Contract or its annexes, the written opinion shall apply until the mutual agreement of the Contracting Parties or the decision of the competent authority is acceptedThe customer and the Supplier is obliged to this opinionThe customerrespect and comply with the conditions stated therein. The contracting party, whose position during the resolution of the conflict turns out to be incorrect, bears the costs associated with the resolution of this conflict.

12.9 If during the performance of the Performance there should be any contradictions betweenBy the customer and the Supplier, there must be no stopping, interruption of the Performance or its delay, or any other influence on the implementation of the Performance by the Supplier.

12.10 Any consent or approvalThe customer, respectively authorized representativeTo the customer, regarding the Performance, documents, documentation or performance performed by the Supplier, does not relieve the Supplier of his responsibility for the proper and timely performance of the Performance, as well as the correctness of the submitted documents, documentation, or documents.

XIII. LIABILITY FOR DAMAGES

13.1 The Supplier is responsible for damages caused by the Customer by violating its legal or contractual obligations or by its activities in the performance of the Contract.

13.2 AcTo the customer damage occurs during the performance of the Agreement in connection with the Supplier's activities, the Supplier undertakes to compensate this damage to the extent provenTo the customer according to this article, with the exception of lost profit. The supplier is obliged to replaceTo the customer, too bad within 10 days from the date of delivery of the damage compensation statement to the Supplier.

13.3 The emergence of a right to payment of contractual fines according to the Agreement or Article XV does not affect the rightThe customer for damages in an amount exceeding the contractual penalty.

13.4 The customer and the Supplier are not liable for damages caused as a result of circumstances excluding liability in accordance with Article XVII.

13.5 In the event that the Performance provided is in the possession of the Supplier, while the ownership right belongs toTo the customer, the Supplier is obliged to mark such Performance as the property of the companyThe customer and to store it separately from other performance of third parties so that no damage occurs to the Performance, and to ensure its insurance at its own expense. In case of violation of this obligation, the Supplier is responsible for the damage causedTo the customer.

XIV. WARRANTY AND LIABILITY FOR DEFECTS

14.1 The Supplier declares and guarantees that the Performance will beTo the customer delivered in accordance and in the scope, quality and under the conditions agreed in the Contract and its annexes. At the same time, the Supplier guarantees that the Performance will not have legal defects.

14.2 Unless otherwise stated in the Contract, the Supplier undertakes that the Performance will retain its characteristics in accordance with the Contract and is responsible for defects in the Performance during the warranty period, which is 24 months.

14.3 Performance is defective if it does not correspond to the result specified in the Agreement, the purpose of its use, or it does not have the properties expressly established by the Contract or generally binding legal regulations.

14.4 The Supplier is responsible for defects in the Performance that the Performance has at the time of its handover and acceptance byThe customer, regardless of when themThe customer finds out, even if the defect becomes obvious (The customer discovers her) only after this moment unlessThe customer notify the Supplier of defects no later than the expiration of the warranty period.

14.5 In the event that the Performance has obvious defects upon acceptance,The customer is entitled to refuse to accept the Performance. About the refusal to take over the Fulfillment ratherThe customer a record in which these defects are stated. One copy of the record of refusal to take over the Performance will be handed over to the Supplier. The supplier is obliged without undue delay, but at the latest within 5 working days remove these defects, provided that the parties do not agree otherwise. After their removal, the Supplier is obliged to invite againThe customer to take over the Performance in terms of this point. In the event that the Contracting Parties agree on a longer period than 5 working days, the Supplier is obliged to start the elimination of defects within 2 working days from the preparation of the record in accordance with this point.

14.6 The Supplier is not responsible for defects in the Performance that were caused by the delivery of inappropriate or incomplete documents by the Customer:

a) if the Supplier could not detect their unsuitability even after exercising professional care; however, this does not apply in the event of a breach of the Supplier's statements or obligations pursuant to point 12.5; or

b) if he notified the Customer in writing of the inappropriateness and she insisted on their use.

14.7 Claims from defects

If the Supplier delivered the Fulfillment with a defect/defects,The customer can:

a) demand the removal of the defect/defects by delivering the missing Performance, or

b) require removal of the defect/s at the Supplier's expense by repairing the Performance, if the defect/s are repairable, or

c) demand a reasonable discount from the Performance Price.

The choice between the claims listed in this point includesTo the customer only if he informs the Supplier of this choice in a complaint.The customer is entitled to refuse partial delivery of the Performance, i.e. delivery of the Performance, which will not include the agreed scope of delivery of the Performance. The supplier bears all costs associated with the elimination of defects.

14.8 The customer is obliged to report defects in writing to the supplier without unnecessary delay after they are discovered. In the complaint, he shall state his requirements and the choice between the claims in accordance with point 14.7. Appropriate evidence can also be attached to the claim. The Customer may not change the claimed claim without the Supplier's consent, except in the following cases:

a) At the time specified by the Customer or specified in point 14.9, the Supplier has not yet performed a substantial part of the actions aimed at satisfying the Customer's claim, or

b) disproportionately large cooperation of the Customer would be required to eliminate the defects, or

c) elimination of defects would only be possible after an unreasonable amount of time has passed.

14.9 Unless otherwise stated in the Customer's complaint, the Supplier undertakes to begin the elimination of defects without undue delay from the delivery of the complaintTo the customer in writing, but no later than within 3 working days from the application of the claim. The supplier is obliged to remove the claimed defects in the shortest possible time, but no later than that within 5 working days from the delivery of the complaint to the Supplier, if in the complaintThe customer is not otherwise stated.

14.10 In the event of the Supplier's delay in fulfilling the obligation to eliminate defects in the Performance within the specified period, theThe customer has the right to claim a contractual penalty against the Supplier in accordance with point 15.3.

14.11 The supplier is not entitled to refuse or delay in any way the removal of the claimed defect, even if he is of the opinion that the claim in question is not justified.

14.12 Claims in case of non-removal of defects

If the Supplier has not removed the defects within the time limit according to point 14.9 or if he notifies in writingThe customer before the expiry of the deadline for their removal, that he does not remove the defects, he canThe customer:

a) remove the defects yourself or have them removed by a third party, without affecting the Supplier's warranty, at the Supplier's expense,

b) demand a reasonable discount from the Performance Price,

c) withdraw from the Agreement.

In this case it isThe customer obliged to notify the Supplier in writing of his decision without undue delay.

14.13 Price discount

In case thatThe customer requests a discount from the Price of defective Performance, the Contracting Parties have agreed that the discount from the Price will be determined based on the written agreement of the Contracting Parties. In the event that the Contracting Parties do not agree on an adequate discount from the Price Within 30 days from the date of delivery of the complaint to the Supplier, it is calculated as the sum of:

a) the difference between the value of the Performance, which the Performance without defects should have, and the value of the defective Performance at the time when the Performance should have been delivered, and

b) costs that willThe customer has to spend on activities that are necessary for the Performance to become flawless within the meaning of the Agreement.

The value of Fulfillment without defects and the value of Fulfillment with defects, as well as the amount of costs incurredBy the customer to eliminate defects, will be determined by the submitted expert opinionBy the customer.

In the event that the discount from the Price was applied even before the invoice was issued for the delivered Performance to which the discount from the Price applies, the Supplier is obliged to reduce the invoiced Price by the amount of the discount. In the event that the discount from the Price is applied only after the invoice for the delivered Performance has been issued, the Supplier is obliged to issueTo the customer an invoice for the correction of the VAT base in accordance with applicable legal regulations, in the event that the provisions of this point below do not apply. The supplier is obliged to issue and deliver a correction invoice no later than 15 days from the date on which the price discount was agreed upon. The provisions of point 7.2 apply to the delivery of the correction invoice.

14.14 Legal defects

14.14.1. Performance has legal defects if it is encumbered by the right of a third party, or if there are obligations of the Supplier to establish such rights of a third party (e.g. industrial and intellectual property rights, pledge rights, etc.). The performance has legal defects even in the case according to § 433 par. 2 of Act no. 513/1991 Coll. Commercial Code, as amended (hereinafter referred to as "Commercial Code“). The application of § 434 of the Commercial Code is excluded for the purposes of the Agreement (hereinafter referred to as "Legal defects“).

14.14.2. Legal defects areThe customer obliged to notify the Supplier in writing after learning about the application of the right of a third party.

14.14.3. If the Performance has any legal defect,The customer has the right to demand from the Supplier that without undue delay, at the latest within 30 days from the delivery of the written notificationThe customer about the Legal Defect, removed the Legal Defects at its own expense, unless in the notificationThe customer not otherwise stated.

14.14.4. In the event that the Supplier has not removed the legal defects of the Performance within the deadline according to the previous point, it willThe customers entitled to:

(i) claim a discount from the Price, or

(ii) withdraw from the Agreement.

14.14.5. The customer is obliged to decide between the claims mentioned in this point within 30 days from the expiration of the period according to point 14.14.3.

It is not until the time of removal of Legal DefectsThe customer is obliged to pay the part of the Price that would have corresponded to its entitlement to a discount if the Legal Defects had not been removed.

14.14.6. In case of legal defects of any part of the Performance, the Supplier is also obliged to defend at his own expenseThe customer against the claims of third parties from infringement of their rights and to pay all sums, in particular costs, damages and legal representation fees, which the court awards to a third party in its final decision, or to which a third party is entitled, in accordance with the settlement agreement with the third party, agreed by the Supplier, provided thatThe customer notify the Supplier of legal defects in writing within the deadline according to the previous point and enable the Supplier to cooperate withBy the customer in defense and in related settlement negotiations.

At the same time, the supplier has the obligations specified in this point even if the rights of a third party have been violated as a result of theThe customer or a third person authorizedBy the customer in accordance with the specifications or instructions notified in advance by the SupplierTo the customer.

XV. CONTRACTUAL FINES AND SANCTIONS

15.1 In the event that the Supplier does not meet the deadline for the delivery of the Performance agreed in the Contract, he shallThe customer the right to claim against the Supplier a contractual penalty in the amount 0,5% from the price of the undelivered Performance for each day of delay that has begun. This also applies in case of non-delivery or delayed delivery of documents that are necessary for taking over or using the Performance, or other documents that the Supplier is obliged to submitTo the customer according to contract.

15.2 In the event that the Supplier does not start the elimination of defects in the Performance without unnecessary delay, or does not continue the elimination of defects properly started, or does not meet the deadline for the elimination of the defect in the Performance or the Legal Defect in accordance with point 14.9, respectively. in another period agreed betweenBy the customer and the Supplier, possibly specified in the Acceptance Protocol, mayThe customer apply a contractual penalty in the amount to the Supplier 0.5% of the Price, for each individual defect in the Performance and for each day of delay in its removal.

15.3 In the event that the Supplier fails to comply with any of the obligations specified in point 12.4,The customer is entitled to claim a contractual penalty in the amount from the SupplierEUR 150 for each individual violation.

15.4 In the event that the Supplier assigns or establishes receivables from the Contract in violation of point 11.1, it hasThe customer the right to claim against the Supplier a contractual penalty in the amount100% from the financial volume of the claim transferred, established or sold in this way. For the purposes of this point, the financial volume means the total value of the principal, including the value of the receivable's accessories as of the date of assignment or sale or other disposal of the receivable.

15.5 If information of a confidential nature (trade secrets, confidential information of a financial nature, sensitive information on critical infrastructure, etc.) is leaked for reasons for which the Supplier is responsible, or if the Supplier violates any of the obligations listed in Article XXI., you canThe customer apply a contractual penalty in the amount to the SupplierEUR 22,000for each individual violation.

15.6 For violating the ban on bringing in and taking out unauthorized things and objects in accordance with point 9.1.3, youThe customer may apply to the Supplier a contractual penalty in the amountEUR 100 for each individual case.

15.7 For demonstrable violation of legislation and OSH rules by the Supplier, and for violation of the prohibition of illegal employment in the sense of Article XIX. are uThe customer can claim a contractual penalty in the amount of the SupplierEUR 500 for each individual case.

15.8 For failure to report an extraordinary event, such as accident, fire, accident, etc., siThe customer may apply a contractual penalty in the amount to the SupplierEUR 500 just in case.

In the case of repeated violations of health and safety rules in the premisesThe customer for the same employee, in the event of a violation of the general smoking ban, or in the event of a violation of health and safety rules that is considered serious by the Customer, the Customer is entitled to expel this employee from the premises The customer, while this employee will be included in the database of undesirable persons who are prohibited from entering during the duration of the Agreement, for a maximum of12 months from the violation, or until the condition according to the following point is met.

15.9 For violation of laws and OSH rules by the Contractor's employee, he mayThe customer require the Contractor to ensure that additional special OSH training is completed for the said worker, whileThe customer reserves the right to demand payment for such additional training directly from the Supplier's employee.

15.10 In the event that the Contractor violates the laws and OSH rules, which result in:

a) a registered occupational accident of the workerThe customer, an employee of the Supplier or an employee of a third party,The customer is entitled to claim a contractual penalty in the amount from the Supplier1% of the Price, least of allEUR 5,000for each individual case;

b) worker's occupational accidentThe customer, an employee of the Supplier or an employee of a third party, resulting in death or serious injury,The customer is entitled to claim a contractual penalty in the amount from the Supplier2% of the Price, least of allEUR 30,000for each individual case.

15.11 In the event that it willTo the customer the customerThe customer an imposed fine or any other type of sanction by public authorities in connection with a breach by the Supplier regarding:

a) notification obligations in terms of clauses 8.1 and 8.2 of the GTC,

b) issuing an invoice that does not meet the requirements in terms of the relevant legislation in force in the country of the Supplier's seat, or if the invoice does not contain the requirements in terms of the Contract,

c) tax and/or customs duties, or

d) obligations related to health and safety,

which result from the Contract, isThe customer entitled to claim from the Supplier and the Supplier is obliged to pay a contractual fine in an amount that will correspond to the amount of the levied sanction and/or fine, namely the full amount.

In case it willTo the customer an imposed obligation to pay a certain financial amount determined by a state authority in connection with a violation of the Supplier's tax and/or customs obligations in accordance with applicable legislation (e.g. additional tax, non-recognition of the right to VAT deduction), in addition to the imposed sanction and/or fine in accordance with the previous sentence such financial amount will also be included in the contractual penalty.

The supplier hereby declares, in accordance with § 401 of the Commercial Code, that he is extending the limitation period for the rightThe customer to a contractual penalty in the sense of the above, and this right shall not become time-barred earlier than after the expiration of 10 years from the day on which there was a breach of duty by the Supplier in terms of this point, unless a special regulation is established in special legal regulations for the beginning of the statute of limitations.

15.12 Any contractual fines under the Agreement will be applied in the form of penalty invoice and they are payable within 10 days from the date of issue penalty invoice.

15.13 The contracting parties declare that they consider the amount of contractual fines agreed in terms of the Contract to be adequate for the secured obligations.

15.14 Exercising the right to pay the contractual fine does not release the Supplier from the obligation to provide Performance or submit documents according to the Contract.

15.15 If the amount of contractual fines applied on the basis of the Agreement by the partyThe customer towards the Supplier exceeds 50% of the Price, isThe customer entitled to withdraw from the Agreement.

XVI. TERMINATION OF AGREEMENT

16.1 The Customer and the Supplier have agreed that the Contract shall terminate:

a) by delivering the Performance and fulfilling the related contractual obligations of the Contracting Parties,

b) upon expiry of the period for which the Agreement is concluded,

c) by written agreement of the Contracting Parties,

d) written notice according to point 16.2,

e) by written withdrawal from the Agreement according to point 16.3.

16.2 Contract cancellation

Unless otherwise stated in the Agreement,The customer has the right to terminate the Contract for recurring performance, concluded for a fixed period, by giving notice without giving a reason by delivering a written notice to the Supplier. The notice period is1 month and begins on the first day of the month following delivery of the notice to the Supplier.

16.3 Withdrawal from the Agreement

Any Contracting Party has the right to withdraw from the Contract immediately:

a) in accordance with § 345 par. 1 of the Commercial Code, i.e. in the event of a substantial breach of legal obligations or obligations established by the Contract by the other Contracting Party, if it notifies the other Contracting Party without undue delay after learning of such a breach, or

b) in accordance with § 346 par. 1 of the Commercial Code, i.e. in the event of a minor breach of the Contract, if the other Contracting Party violates any of its legal or contractual obligations and does not make corrections even within an additional reasonable period of time on the basis of a written request,

c) if the Supplier acts in any way contrary to the principles of fair business dealings, commits anti-competitive conduct, acts in violation of legal regulations for the protection of economic competition, or damages the good name and legitimate interests by its actionsThe customer, on the basis of a unilateral written notification.

16.4 Withdrawal from the Contract for reasons on the part of the Supplier

In particular, but not only, the following is considered to be a material breach of the Agreement by the Supplier:

a) the Supplier's delay in properly completing the Performance, or by proper delivery of the Performance by more than14 days,

b) interruption or suspension of performance by the Supplier without instructions, or consentThe customer by more than5 days,

c) failure to meet the agreed deadline for defect removal by more than 14 days.

Fulfillment, or delay in removing a defect detected during the execution of the Performance, which was recorded by a complaint, or by another usual record, with which the Supplier was made aware,

d) if the Supplier performs forThe customer violated, circumvented or did not comply with the provisions of those points of the Agreement, the violation of which is considered a material violation of the Agreement, applicable legal regulations or internal rulesThe customer regarding health and safety, fire protection, environmental protection, entrances to buildingsThe customer, prohibition of illegal employment, Code of Ethics, Compliance with Anti-Slavery and Human Trafficking Laws, Anti-corruption Directive,Rules for preventing tax evasion or obligations toTo the customer resulting from the legal regulations valid in the territory of the Slovak Republic governing the area of illegal employment,

e) if bankruptcy has been declared against the Supplier, it is in liquidation, or bankruptcy proceedings against the Supplier have been stopped due to lack of assets, or bankruptcy has been canceled due to lack of assets,

f) if the Supplier, the statutory body of the Supplier or a member of the statutory body of the Supplier has been legally convicted for the crime of corruption, for the crime of damaging the financial interests of the European Union, for the crime of legalizing income from criminal activity, for the crime of founding, organizing and supporting a criminal group, for the criminal offense of founding, organizing and supporting a terrorist group, for the criminal offense of terrorism and some forms of participation in terrorism, or for a criminal offense whose factual essence is related to business,

g) if the Supplier has lost the authorization to perform the subject of the Contract Performance,

h) breach of trade secrets or confidentiality of confidential information,

i) if the Supplier has breached any of the obligations listed in Article X. relating to Subcontractors, or if the Supplier has breached the contract on subcontracting and in the opinionThe customer this violation threatens the quality and timely delivery of the Performance or its part (e.g. the Supplier does not pay the Subcontractor's invoices properly and on time),

j) other breach of obligations by the Supplier, which may affect the proper completion of the Performance,

k) refusal by the Supplier to start the execution of the Performance,

l) refusal by the Supplier to continue the performance according to the instructionThe customer to continue the execution of the Performance, the interruption of which was orderedBy the customer,

m) if the Supplier assigned or established a lien on receivables arising from the Contract without prior written consentThe customer contrary to the provisions of point 11.1,

n) andTo the customer there will be an obligation to guarantee VAT for the Supplier in accordance with § 69 par. 14 of the VAT Act,

o) if the Supplier is a tax debtor within the meaning of § 69 paragraph 14 and paragraph 15 of the VAT Act,

p) if the Supplier, with whom the Contract was concluded on the basis of a competition, does not submitTo the customer a statement that he is obliged to submit according to the conditions of the competition, or if the statement submitted by him turns out to be false, incomplete or distorted, or if the reason on the basis of which he could have been excluded from the competition as a candidate comes to light.

The supplier is obliged to informThe customer without undue delay that one of the above-mentioned situations has occurred, which may be a reason for withdrawalThe customer from the Contract.

For the avoidance of doubt, the Contracting Parties have expressly agreed thatThe customer is entitled to withdraw from the entire Agreement even if the subject of the Agreement is several separate Performances and the breach of the Agreement, whether substantial or not, concerns only any individual Performance.

In case of withdrawal from the Contract for reasons on the part of the SupplierThe customer is entitled to request the delivery of a part of the Performance that the Supplier has already performed. In such a case, the Customer shall pay the Supplier a proportional part of the Price, corresponding to the extent of the performed Performance.

16.5 Withdrawal from the Contract for reasons on the part of the Supplier related to non-compliance with the conditions related to health and safety

The customer is entitled to withdraw from the contract in the event that the supplier violates any of the obligations related to the health and safety of the supplier's employees, or persons participating in the performance of the Performance, in particular:

(i) in the event that the Customer discovers that the Contractor uses employees for the performance of the Performance who do not meet the requirements for the performance of the work, established by the Contract or relevant legal regulations,

(ii) in the event thatThe customer discovers that the Supplier does not comply with the requirements established by the Contract or relevant legal regulations relating to health and safety,

(iii) in the event thatThe customer discovers that the Supplier has violated any of the obligations set forth in the Contract, relating to health and safety.

16.6 Unless otherwise stated in the Agreement, withdrawal from the Agreement is effective on the date of delivery of the notice of withdrawal to the other Party and does not affect the confidentiality provision, which remains valid and effective.

16.7 In case of withdrawal from the Agreement, the Contracting Parties shall agree within 15 days the method of settlement of liabilities from the terminated contractual relationship.

Unless the Contracting Parties agree otherwise,The customer accepted Performance will not return and the Contract will not be canceled from the very beginning, whereasThe customer pays for the accepted and invoiced part of the Performance and if this part of the Performance has not yet been taken over and invoiced,The customer will pay the Supplier only the amount by which they have been enriched, taking into account the level of development of the Performance. This amount will be determined based on the agreement of the Contracting Parties. In the event that the Contracting Parties do not reach an agreement within 15 days from the delivery of the written notice of withdrawal from the Contract to the other Contracting Party, this amount will be determinedBy the customer. In this case, he will payThe customerThey only owe the supplier the amount for work, services or performances performed, taken over and invoiced before the effective date of termination of the Agreement.

16.8 The supplier is obliged to returnTo the customer all documents or material that heThe customer provided in connection with the Agreement immediately after:

a) The supplier deliveredTo the customer Fulfillment in accordance with the Agreement

b) there is withdrawal from the Agreement or termination of validity or effectiveness of the Agreement in another way, or

c) requests itThe customer.

XVII. CIRCUMSTANCES EXCLUDING LIABILITY/ FORCE MAJEURE

17.1 None of the Contracting Parties shall bear responsibility for non-fulfilment of its obligations arising from the Agreement, except for the Supplier's obligation to provide the Customer with information in terms of points 8.1, 8.4, 8.5, 8.6 and 12.4 if it proves (while the conditions must be met cumulatively) that the non-fulfillment was caused by circumstances excluding liability.

17.2 The Contracting Party, on the side of which a circumstance excluding responsibility due to force majeure occurred, is obliged to notify the other Contracting Party of such an obstacle that prevents it from properly fulfilling its obligations, without unnecessary delay after learning about it, or taking into account all the circumstances, she could learn.

17.3 For the duration of the circumstances excluding liability, the time of Performance from the Contract is extended so that it is acceptable for the authorized Contracting Party. During this time, the authorized Contracting Party does not have the right to withdraw from the Contract.

17.4 If the circumstances excluding liability last longer than6 months, The Supplier is entitled to withdraw from the Contract unilaterally, and the withdrawal from the Contract is effective on the date of delivery of the notice of withdrawal to the other Contracting Party. If the circumstances excluding liability last longer than1 month, The customer is entitled to withdraw from the Contract unilaterally, while the withdrawal from the Contract is effective on the day of delivery of the notice of withdrawal to the other Contracting Party.

XVIII. LABOR LAW AND OSH

The provisions of this article shall only apply if the Supplier enters the Customer's premises.

18.1 Obligations of the Supplier regarding the provision of health and safety

18.1.1. In all work areasThe customers smoking is generally prohibited. Smoking is allowed only in designated areas (smoking areas) designated for this purpose. The supplier undertakes to comply with this regulation. The Supplier also undertakes to inform the workers involved in the implementation of the Contract in the Customer's premises about the prohibition of smoking during the performance of the Contract.

18.1.2. During the entire duration of the Agreement, the Supplier is obliged to:

a. provide services in full compliance with the Agreement, as well as comply with all provisions of applicable legislation, regulations and technical standards required by the relevant authorities, which are valid during the implementation period, as well as all other regulations that could affect the Agreement; The supplier directly bears all its obligations and costs;

b. comply with all applicable legal regulations and internal rules and instructionsThe customer to ensure safety and health protection at work and fire protection;

c. enableTo the customer and/or third parties authorized by the partyThe customer carry out the checks stipulated in the Contract and/or in the applicable legislation for the purpose of verifying compliance with the Supplier's obligations in accordance with this article of the General Terms and Conditions.

18.1.3. The supplier is responsible for the safe condition of the working equipment used (e.g. electrical equipment, measuring devices, cameras, etc.). He is obliged to operate and maintain these work tools in such technical condition and behave in the premisesThe customers that there is no damage and violation of instructions and rulesThe customer. In case of detection of deficiencies in the work resources of the Supplier, or their unauthorized use in the premisesThe customerhasThe customer the right to suspend their operation or expel them from its premises. Any delay in performance will not be considered as caused delayBy the customer.

18.1.4. The Contractor's employees are obliged to use only those entrances and exits that are intended for them for these purposes, to stay at the workplace that is related to the performance of the contractual performance,

18.1.5. The contractor is responsible for the professional and health qualification and sufficient training in the field of health and safety and occupational health and safety of his workers, as well as the self-employed and employees of his subcontractors, he is obliged to behave in the workplace and manage the implementation of the Performance in such a way that the health of the workers is not damagedThe customer, own workers, as well as workers of third parties, and to avoid damage to property and the environment. The Contractor's employees are prohibited from performing the Performance under the influence of alcohol or narcotic and psychotropic substances, staying in the premisesThe customer under the influence of alcohol or narcotic and psychotropic substances, as well as consumption of alcohol or narcotic and psychotropic substances at the workplace.

18.1.6. The supplier will equip its workers with the necessary personal protective equipment and ensure their use.

18.1.7. The supplier is obliged to fulfill obligations related to the occurrence of extraordinary events (accidents, fires, crashes, first aid, etc.) towards the relevant state authorities and the occurrence of such an event to themThe customer report immediately (within 30 minutes) for the purpose of an objective examination and the adoption of preventive measures.

18.1.8. In the event of an accident, if the affected worker could not be tested for alcohol, the Supplier is obliged to ensure that such a test is performed as soon as possible. The record of its execution will be submitted without delayThe customer.

18.1.9. In the event of a fire and its subsequent liquidation by fire brigades using their fire extinguishers, if the fire was caused by the fault of the Supplier, the Supplier undertakes to cover the costs associated with the liquidation of the fire.

XIX. PROHIBITION OF ILLEGAL EMPLOYMENT

19.1 The supplier acknowledges thatThe customer may not according to § 7b par. 5 of Act no. 82/2005 Coll. on illegal work and illegal employment and on the amendment of certain laws as amended (hereinafter referred to as the "law on illegal employment") to accept Performance from the Supplier who illegally employs natural persons. The supplier therefore declares that he is not a person who illegally employs a natural person according to § 7b par. 5 of the Act on Illegal Employment.

19.2 The supplier undertakes to replaceTo the customer costs and damage incurred by him as a result of the breach of the Contractor's obligations set out in the Act on Illegal Employment, especially if, as a result of the breach of such an obligation,To the customer fine imposed in accordance with § 7b par. 7 of the Act on Illegal Employment (or according to another legal regulation, if the fine is imposed due to the violation of an obligation under § 7b, paragraph 5 of the Act on Illegal Employment). The contracting parties have agreed that such a claimThe customer is considered to be due on the date of validity of the decision to impose a fine.

19.3 The contracting parties also agreed that in the event that a fine is legally imposedTo the customer in accordance with § 7b par. 7 of the Act on Illegal Employment or according to another legal regulation, if the fine is imposed due to a breach of duty in accordance with the Act on Illegal Employment,The customer is entitled to set off his claim for damages in the amount of the paid fine and all related costs against the Supplier's claim for providing the Performance.

19.4 The Supplier undertakes at any time during the duration of the Agreement upon requestThe customersubmitTo the customer to inspect, to the extent necessary, the documents and personal data of natural persons through whom he provides the Performance, which are necessary forThe customer could check whether the Contractor is not violating illegal employment according to the Act on Illegal Employment, especially § 7b par. 5.

19.5 In case ofThe customer after submitting the documents according to point 19.5, he discovers that the Contractor violates some provisions of the Act on Illegal Employment, especially § 7b par. 5 of the Act on Illegal Employment, isThe customer entitled to withdraw from the Agreement.

19.6 The supplier further undertakes to replaceTo the customer costs and damage incurred by it as a result of the fact that onTo the customer the obligation to pay a fine or additional payments pursuant to § 7b par. 2 of the Act on Illegal Employment.

The contracting parties have agreed that such a claimThe customer is considered due on the day when the Supplier is entitled to compensation for costs or damage.

XX. INSURANCE

20.1 The Supplier's insurance contract must be valid for the entire duration of the Contract and concluded to the extent of an insurance limit that sufficiently covers all damages that the Supplier may cause through its activities. In the event that the Supplier provides a guarantee for Performance, the insurance contract to the specified extent must also be valid during the guarantee period.

XXI. INDUSTRIAL AND INTELLECTUAL PROPERTY

21.1 The contracting parties acknowledge that according to § 558 et seq. of the Commercial Code, if the subject of the Performance is the result of an activity that is protected by industrial or intellectual property law (hereinafter referred to as "author's work“), the Customer is entitled to use it for the purposes arising from the Contract in ways necessary for the proper use of the Performance, in particular for use according to § 19 of Act no. 185/2015 Coll. Copyright Act as amended (hereinafter referred to as "Copyright“), aftertime duration of property rights author in accordance with § 32 of the Copyright Act. The remuneration for the use of the author's work to the extent according to this point is included in the Price.

21.2 The contracting parties have agreed that if the author's work is to be used in a different way than according to the previous point, the Supplier undertakes as the author without undue delay, at the latest within 15 days upon request by the Customer, to conclude a license agreement with the Customer as the acquirer in accordance with the provisions of § 65 et seq. Copyright Act, the subject of which will be

(i) granting the Customer's consent to the exercise of property rights constituting the copyright to the author's work, and on the basis of which the Supplier grants the Customer Exclusive license to an unlimited extent and

(ii) provision of the prior consent of the Customer for the granting of a sublicense during times duration of property rights author in accordance with § 32 of the Copyright Act, on the basis of which the Customer will be able to use the author's work mainly in the ways specified in § 19 par. 4 of the Copyright Act. The fee for granting the license under this clause is included in the Price.

21.3 The contracting parties have agreed and confirm that if the Contract has the nature of a contract for a work and if the Contract creates a work of authorship according to §87 of the Copyright Act (computer program), then the Customer has the status of the customer in accordance with §91 par. 4 of the Copyright Act.

21.4 In the event that during the implementation of the Performance the Supplier creates a work that meets the definition

a) patentable invention in the sense of the relevant provisions of Act no. 435/2001 Coll. on patents and supplementary protection certificates, as amended, and requests the grant of a patent for the work, or

b) a technical solution protected by a utility model in accordance with the relevant provisions of Act no. 517/2007 Coll. on utility models as amended and applies for the protection of the work with a utility model, or

c) design in accordance with the relevant provisions of Act no. 444/2002 Coll. on designs as amended and requests registration of the work as a design, or

d) another subject of industrial property

(further on together only"Subject of industrial property“),

The supplier undertakes as a provider without undue delay, at the latest within 15 days from the acquisition of the right to the subject of industrial property in favor of the Customer, to conclude a license agreement with the Customer as the acquirer in accordance with § 508 et seq. of the Commercial Code, the subject of which will be the granting of consent for the use of a work protected as a Subject of Industrial Property (hereinafter"License“). The Supplier undertakes to grant the Customer an exclusive and unlimited License for its performance within the scope of the Customer's overall activity, for the duration of the rights to the Subject of industrial property. The consideration for granting the License according to this point is included in the Price.

21.5 The supplier undertakes to settle all legal relationships with third parties that they have created or delivered the content of the Performance, in particular by concluding relevant copyright and other contracts so that these persons cannot assert any claims against the Customer arising from personal, copyright, industrial rights, rights related to copyright, or other similar rights in connection with proper performance obligations of the Supplier arising from the Contract. In the event of cancellation of the Supplier without a legal successor, the Supplier is obliged to provide the Customer with the source data for the created work or Subject of industrial property before its termination.

XXII. CONFIDENTIALITY OF INFORMATION

22.1 The supplier undertakes to treat any data, information or documents (especially any drawing documentation) obtained in connection with the tendering process, conclusion or performance of the Contract as confidential information (while confidential information includes trade secrets, confidential financial information nature, sensitive information about critical infrastructure, etc.), which, without the prior written consent of the Customer, cannot be provided to third parties, nor can it be used contrary to their purpose for its own needs. The supplier also undertakes to observe the confidentiality of information of a confidential nature even after the end of the Agreement. The restrictions stated in this point do not apply to the provision of confidential information to the dependents of the Customer according to the Income Tax Act, i.e. j. to close persons economically, personally or otherwise connected with the Customer (hereinafter referred to as "Affiliated company of the Customer“) and advisers of the Contracting Party (e.g. auditors, lawyers), provided that the Customer's Affiliated Enterprise and said advisers will be bound by confidentiality obligations at least to the same extent as stated in this point. A violation of the provisions of this point is not even the case of providing confidential information at the justified request of a public authority or other state body or the case where providing confidential information imposed on the Contracting Party by a generally binding legal regulation.

Information submitted on the basis of and in connection with the Agreement will be subject to the terms of the Agreement for the time being10 years from the date of termination of the Agreement. In the event that any of the Contracting Parties so requests, the Contracting Parties undertake to immediately begin negotiations on extending the obligation of the Contracting Parties to maintain confidentiality regarding "confidential" information transferred on the basis of the Contract and on the condition that the Contracting Parties agree on the topicality of the content of "confidential " of information agreed by both Contracting Parties undertake to conclude an amendment to the Agreement, which extends the obligation of the Contracting Parties to maintain confidentiality about "confidential" information transferred on the basis of the Agreement even after the expiration agreed upon times.

If there is a leak of facts that have the nature of confidential information or a trade secret for reasons for which the Supplier is responsible, or in the event of a breach of the Supplier's obligations under this point, the Customer has the right to claim a contractual penalty against the Supplier in accordance with point 15.7.

22.2 Unless otherwise agreed in the Contract, the Supplier is not entitled, without the prior written consent of the Customer, to list the Customer as its business partner, or to use the Customer's business name or logo when promoting the Customer or its activities, or in statements to the media, in any form . In case of violation of the obligation according to this point, the Customer has the right to claim a contractual penalty against the Supplier in accordance with point 15.7.

XXIII. PRIVACY

23.1 The Supplier undertakes that if it comes into contact with the Customer's personal data while fulfilling the subject of the Contract, it will maintain confidentiality and comply with the requirements of applicable legislation, in particular the Personal Data Protection Act as amended; the obligation of confidentiality applies even after the termination of the Agreement.

XXIV. APPLICABLE LAW

24.1 The Agreement and relations resulting from the Agreement or related to the Agreement Was concluded in accordance with the relevant provisions of the Commercial Code and other generally binding legal regulations valid on the territory of the Slovak Republic, excluding the application of the UN Convention on Contracts for the International Sale of Goods. Unless otherwise stated in the Contract, the mutual relations of the Contracting Parties, which arose on the basis of the Contract and which are not expressly regulated therein, will be governed by the relevant provisions of the Commercial Code and other generally binding legal regulations of the Slovak legal order.

XXV. ENVIRONMENTAL PROTECTION

25.1 The Supplier is obliged to comply with the provisions of generally binding legal regulations on environmental protection when fulfilling the obligations under the Contract, while the Supplier is responsible for pollution and damage to the environment that it caused and that occurred in connection with the implementation of the Performance. The supplier is obliged to remove the consequences of such pollution. If during the performance of the Performance at the place of Performance Arise the Supplier is obliged to dispose of waste generated by the Supplier in accordance with Act No. 79/2015 Coll. on waste, as amended, and related legal regulations for waste management to ensure their disposal. The Customer undertakes to provide the Supplier with maximum cooperation so that the Supplier has the opportunity to ensure the disposal of these wastes, and if possible directly at the place of fulfillment and at the Supplier's expense.

25.4 The contracting parties are obliged to comply with special legal regulations on protection against noise and vibrations. The supplier is obliged to ensure, by technical, organizational and other appropriate measures, that noise during the implementation of the Performance at the place of Performancedid not exceed the highest permissible values established by special legal regulations.

XXVI. DISPUTES

26.1 The Supplier declares that, as of the date of the conclusion of the Agreement, it is not a party to an ongoing lawsuit or arbitration proceeding against the Customer.

26.2 All Disputes, which arise from the Contract, will be submitted for decision to the relevant court in accordance with the provisions of Act no. 160/2015 Z .z. Civil dispute procedure as amended.

26.3. All possible disputes arising from Contracts/Orders as well as from all business-obligatory relationships that are directly or indirectly related to them, their content or their subject, arising between the Customer and the Supplier are subject to the exclusive jurisdiction of the courts of the Slovak Republic, unless otherwise agreed. The Supplier and the Customer also agreed that in the event that, according to Act No. 97/1963 Coll. on international private and procedural law, as amended, according to Council Regulation (EC) No. 44/2001 on jurisdiction and on the recognition and enforcement of judgments in civil and commercial matters or according to another legal standard, law or international treaty regulating the jurisdiction of courts in disputes with a foreign element, the court of the Slovak Republic was not the competent court, the Supplier and the Customer expressly agreed that the competent court would be District Court Martin, Slovak Republic.

Inseparable the annexes to these General Terms and Conditions are:

These GTC take effect on January 1, 2023

Contact:

info@eurotools.eu

+421 434 13 14 00

Address:

Na Bystričku 14B,

Martin 036 01, Slovakia

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