1.1 These are the general terms and conditions (hereinafter “GTC”) of the companyEurotools, p. r. o., with registered office: Na Bystričku 14B/9941, Martin 036 01, ID number: 46 252 401, registered in the Commercial Register of the District Court of Žilina, Department: Sro, Insert number: 55186/L (hereinafter referred to as "Supplier" or "Eurotools, p. r. o.“), which apply to all contractual relationships resulting from contracts concluded between the Supplier and the Customer as the other party to the contractual relationship, on the basis of which the Supplier undertakes to deliver certain goods and/or perform work and/or perform work and/or provide services for the Customer and /or rights and/or any performance and/orservice activities and/or other activities for which the Supplier is authorized (hereinafter referred to as "Filling,” or „Fulfillment"), on the basis of a concluded Contract or a confirmed Order, to which these General Terms and Conditions are attached.

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 confirmed Order or in the Contract) (pursuant to § 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 confirmed Order or in the Contract.

1.3 At the moment of entry into force of the Agreement, the Customer 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 supplier is entitled to continuously update or change the GTC. The Supplier will always issue all changes, additions, or the full text of the Supplier's updated General Terms and Conditions in written form and publish them in an appropriate manner on its website:www.eurotools.eu.

1.5 These General Terms and Conditions are drawn up in the Slovak language, while if they are also drawn up in another language, the Slovak version is legally binding and the version of General Terms and Conditions in a language other than Slovak serves only an informative function.

II. DEFINITIONS

2.1 For the purposes of these General Terms and Conditions, a natural or legal person who, when concluding and performing the Contract, acts within the scope of his business activity, is obliged, on the basis of the Agreement, to which these General Terms and Conditions are attached, to take over the Performance from the Supplier and to pay the agreed price to the Supplier in a proper and timely manner, is referred to how "The customer”.

2.2 For the purposes of the GTC, "By the contracting party” means the Customer or the Supplier, while “By the contracting parties” means the Customer and the Supplier, respectively.Eurotools, p. r. o.

2.3 In the name and for the Customer is

in matters of the Agreement, the person authorized to negotiate, who is listed in the Agreement as "Contact person”, or other person/s,in writing authorized by the Contact Person,
in matters of Performance, which is understood as the performance of the Performance, control of the performance of the Performance, tests of the Performance, acceptance of the 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.

2.4 In the name and for the Supplier is

in matters of the Agreement, the person authorized to negotiate, who is listed in the Agreement as "Contact person”, or other person/s,in writing authorized by the Contact Person,
in matters of Performance, which is understood as the performance of the Performance, control of the performance of the Performance, tests of the Performance, delivery of the Performance, etc. authorized person/s to act, who is/are listed in the Contract as "Authorized person in matters of Performance for the Supplier. The authorizations and powers of the Authorized Person in matters of Performance for the Supplier do not include the performance of legal acts in connection with the Contract (e.g. application of contractual fines, damages, etc.), which are performed by the person of the Operations Manager or the executive of the Supplier's company.

2.5 Each of the Contracting Parties is entitled at any timechange the Authorized Person in matters of Fulfillment, or delegatesome of the authorizations and powersto another person, about which it is obliged to inform the other Contracting Party in writing without undue delay after learning of this fact. 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 "Cena") considers:

total price for Fulfillmentwithout 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,
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,
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,
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,
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:

it is a domestic Customer who is not a VAT payer in the Slovak Republic (hereinafter referred to as "SR”), or
The customer 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 Customer""), 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 premisesSupplierit is necessary to proceed when processing inputs according to the instructions of the Authorized Person in matters of Fulfillment forThe customerand information published on the website Supplier: www.eurotools.eu .

2.8. Order, Confirmation of the Order, acceptance of the counter-proposal of the Order, formation of the Contract

Order (for the purposes of GTC) (hereinafter referred to as "An order") is a unilateral legal act of the Supplier towards the Customer, with the aim of providing the Customer with the ordered Performance on the part of the Supplier. In the event that the Order specifies the latest date by which the Customer can confirm the Order (hereinafter referred to as "Deadline for Order Confirmation") and the Customer confirms the Order after such Order confirmation Period, such delayed confirmation of the Order is considered a reworked Order, or for the counter proposal of the Order or Contract.
The Order sent by the Supplier is considered a draft of the Contract. A reworked order from the Customer is considered a counter proposal to the Order or Contracts.
On the basis of the confirmation of the Order (confirmation of the Order by the Customer is usually carried out by the Customer within the document entitled "Confirmation of the Order"), the Supplier undertakes to deliver the Performance according to the Order to the Customer in a proper and timely manner, with the moment of delivery of the confirmation of the Order to the Supplier or the moment of delivery of the document entitled Confirmation of the Order to the Supplier the Order is considered binding for the Contracting Parties. The Customer is not authorized to change the document called the Confirmation of Order (or the confirmed Order) without the prior written consent of the Supplier. The parties to the contract have agreed that the Supplier is entitled to cancel the Order at any time until the Order Confirmation document is delivered by the Customer or until the order is confirmed, while the Customer is not entitled to assert any claims against the Supplier 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 Customer must contain a statement by the Customer that the Customer accepts these General Terms and Conditions, as well as a statement by the Customer stating that he has properly familiarized himself with these General Terms and Conditions and a signature a person authorized to act on behalf of the Customer. The signature of the person authorized to act on behalf of the Customer 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 Customer (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 obligations and/or liabilities, nor shall the Customer have any claims. If the Contracting Parties do not agree otherwise and in the event that the Customer signs the Order confirmation or a document called "Order Confirmation" through another electronic application intended for signature such as DocuSign eSignature, he shall notify the Supplier in advance of this fact together with the designation of the electronic application intended for signature. In the event that the Supplier 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 Customer shall not have any claims or the Supplier shall have any obligations and/or obligations:
In the case of the Supplier's request, the Customer is obliged to submit a copy of the extract from the Commercial Register, which is not older than 3 (in words: three) months, while if the Customer is not registered, or entered in the Commercial Register, is obliged to submit a copy of the Trade Certificate, which is not older than 3 (in words: three) months, or possibly a copy of another authorization for the performance of its business activity. At the same time, if the Customer is a VAT payer, he is also obliged to submit a confirmation of VAT registration. Failure to submit documents according to this point 2.8 letter d) The General Terms and Conditions on the part of the Customer do not affect the validity of the Order and/or the Contract, but in case of non-submission by the Customer, the Supplier is entitled unilaterally, i.e. without any notice to the Customer to change or move the delivery date of the Performance.
The supplier is bound only 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 Supplier's Order and subsequent confirmation of the Order by the Customer or confirmation of the counter proposal by the Supplier, and the contractual relationship between the Customer and the Supplier is established (i) at the moment of delivery of the Order confirmation to the Supplier or (ii) at the moment of delivery of the document entitled "Confirmation Orders" to the Supplier, which contains a confirmation by the Customer in accordance with these GTC (i.e. it contains the statements and signature of the Customer according to the terms of these GTC) or (iii) by delivering the Counterproposal of the Supplier to the Customer 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 written order of the Supplier, confirmed by the Customer.
By confirming the Order on the part of the Customer, the Customer confirms that he can take over the Performance within the agreed period and has the funds to pay for the Performance.
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 the case of falsity of this declaration, the person accepting the General Terms and Conditions is responsible for any possible damages that arose due to the invalid conclusion of the Contract or invalidly agreed contractual terms based on this proposal.
The Customer is responsible for the correctness of the content of the Order and/or the correctness of the content of the part of the Contract related to the Order of a specific Performance. The customer is always responsible for the content of the Order, or for the content of the Agreement in the part related to the order of a specific Performance (e.g. goods, works, etc.), while the Supplier will deliver the Performance according to the Customer's order.

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 Customer 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 written proposal for submitting an offer, delivered to the Supplier -Eurotools, p. r. o.from side The customeris 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 Amend and supplement the Agreement, or a confirmed Order is possible only on the basis of the agreement of both parties to the Contract, namely in the form of written and numbered amendments to the Contract, of which these General Terms and Conditions are a part, or in the form of written and numbered additions to the confirmed Order, of which these General Terms and Conditions are a part, unless these General Terms and Conditions stipulate otherwise. It is required that the amendments to the Agreement, or to the confirmed Order according to the previous sentence of this point 4.2 of the GTC always signed by the authorized representatives of both Contracting Parties, except in the case of (i) changes or additions to the Authorized Person in matters of Performance, which the Contracting Party makes by unilateral written notification of the Authorized Person in matters of Performance on behalf of the other Contracting Party.

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 has no 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 Customer's general terms and conditions or any other general terms and conditionsis hereby expressly excluded, as long asPartiesthey do not agree otherwise in writing.

If in the GTC or in the Agreement there are references to the relevant legal regulations in force at the time of issue of this version of the GTC 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 the regulations by which they were replaced, in their valid wording.

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:

The contracting party refuses to accept the document - the document is considered delivered on this day, or if
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 The price for the Performance is determined based on the agreement of the Contracting Parties, and at the same time in accordance with the currently valid Act of the National Council of the Slovak Republic No. 18/1996 Coll. on prices (hereinafter referred to as "Law on prices""), while in the event that performance, or implementation of the Fulfillmentlasts longer than 5 (in words: five) months and during performance, or implementation of this Performance, there will be a change in prices based on the price adjustment announced by the state, it is possible to take this change in Prices in accordance with this point 7.1.1 of the General Terms and Conditions as the basis for the new Price from the following month.

7.1.2 In the event that during the implementation, or implementation of the Performance, the need for increased costs or additional work appears, which were not originally included in the original scope of the Performance defined in the confirmed Order and/or Contract, the Price may be appropriately increased by the Supplier, while the Supplier has the obligation of the need for the increased costs or additional work in question without unnecessary postponement after learning about this fact to inform the Customer, who is obliged to pay these costs in accordance with the issued invoice.In the event that the Price for Performance increases by more than 30% (in other words: twenty percent) for reasons according to the previous sentence of this point 7.1.2 of the General Terms and Conditions, a written confirmation by the Customer is necessary, or it is necessary to conclude a written addendum to the Agreement and/or to the confirmed Order. In the event that the Customer does not agree to an increase in the Price for the Performance, he may withdraw from the Contract, but he must pay the originally agreed Price for the already performed Performance. In the event of a Price change for an unconfirmed Order, the Supplier informs the Customer of this change. Only in this case is the Customer exclusively entitled to cancel the Order, however, if the Customer does not cancel the Order within 5 days from the date of delivery of the notice according to the previous sentence, it is assumed that he agrees with the changed Price and the Supplier sends him the confirmation of the Order. Such a confirmed Order cannot be canceled by the Customer.

7.1.3 The Supplier is entitled to unilaterally modify the Price for Performance, while the aforementioned does not apply to the cases explicitly mentioned in the previous point 7.1.2 of this article of the General Terms and Conditions, nor to the cases related to changes in VAT, customs duties, or possibly the introduction of new fees related to imports , respectively other activities necessary for the implementation of the Performance, unless such an obligation was valid at the time of confirmation of the Order and/or conclusion of the Agreement between the Contracting Parties, in the event of changes resulting from generally binding legal regulations, by increasing the scope of work required by the Customer on the basis of a written and numbered addendum to the Agreement and/or of a written and numbered addendum to the confirmed Order, based on material changes agreed by the Customer. The Supplier shall notify the Customer of the change in the amount and adjustment of the Performance Price in writing without undue delay.

7.1.4 In the event that both Contracting Parties do not agree otherwise in writing, the Customer undertakes to reimburse the Supplier for the costs associated with the(i) transport, (ii) accommodation, (iii) insurance (unless the Supplier provides these services himself), or (iv) other incurred costs, the existence of which the Supplier shall notify the Customer in writing.

7.1.5 If the Supplier is a VAT payer in the Slovak Republic, VAT will be added to the Performance 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 version of the VAT Act.

7.1.6 No Performancesby the Supplier or by the partyThe customerwill not be provided free of charge, unless the Contracting Parties agree otherwise.

7.1.7 The Supplier is entitled to demand from the Customer a deposit for the implementation of the Performance in the amount specified in the confirmation of the Order and/or in the Contract, while the Customer is obliged to pay this in full.

7.2 Billing terms

7.2.1 The supplier is entitled within 10 (in words: ten) days after the conclusion of the Contract, or issue confirmation of the Order to the Customeran invoice for the payment of an advance for the implementation of the Performance with a specified due date, in which the Customer is obliged to pay this invoice in full. The Supplier is not obliged to start the implementation of the Performance before the Customer pays the invoice for the payment of the advance in full according to the previous sentence of this point 7.2.1 of the General Terms and Conditions, unless otherwise agreed by the Contracting Parties in the Contract and/or in the confirmation of the Order. During the period of delay by the Customer with the payment of the advance payment based on the issued invoice, the Supplier is not in arrears with the Performance, while the Performance deadlines are simultaneously extended by the period of delay on the part of the Customer in accordance with this point 7.2.1 of the General Terms and Conditions.

7.2.2 The Customer is obliged to pay the Price based on the invoice duly issued by the Supplier and delivered to the Customer in accordance with the terms of these GTC. In the event that the invoice contains incorrect and/or incomplete information or all the agreed documents are not attached to the invoice, the Customer is obliged to notify the Supplier immediately, while the correction of the invoice is not a reason for extending the due date.

7.2.3 The basis for payment of the Price is the invoice issued by the Supplier and deliveredTo the customer. The invoice will be issued in accordance with these GTC.

7.2.5 The Supplier's invoice will be issued and paidThe customerwill be implementedin euros, unless another currency is agreed upon in the Contract and/or in the confirmed Order, in which the Supplier's invoice will be issued or the Customer's payment will be made.

7.2.6 If the Price is agreed in the Contract based on an hourly rate, the Supplier is entitled to invoiceTo the customer the time actually spent on providing the Performance. The Supplier is entitled to invoice even partial fulfillment of the subject matter of the Contract, and the Customer is obliged to pay such an invoice when due.

7.2.7 All Performances provided by the Supplier beyond the scope agreed in the Contract must be agreed in advance in writing by the Contracting Parties.

7.2.8 If a unit price of the Performance is agreed in the Contract and/or in the confirmed Order and at the same time the number of units of the relevant Performance is specified in the Contract or in its annexes and/or in the confirmed Order or in its annexes, the Supplier is entitled to exceed the number of units under the conditions agreed in these GTC.

7.2.9 The basis for issuing an invoice for the provided Performance is the confirmation of the provided Performance, made byThe customer, which must then be attached to the invoice.

7.2.10 Unless another method and time of invoicing the Price is agreed upon in the Contract and/or in the confirmed Order, the Supplier is obliged to issue an invoice for the completed Performance as follows:

one time, i.e. after providing the entire scope of the Performance - at the latestwithin 15 (in words: fifteen) days from confirmation of the provided Performance by the Customer, or
individually, i.e. after providing each individual Performance –always within 15 (in words: fifteen) days at the latest from the confirmation of each individual Performance provided (specified in the Contract or in an individual Written Request) byThe customer, or
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 (in words: fifteen) days from the confirmation of the extent of the Performance provided during the invoicing period; the day of delivery in this case is the last day of the billing period.

7.2.11 For Performances that have been taken over by the partyThe customerduring the calendar month, the Supplier is entitled to issue within 15 (in words: fifteen) days after the end of the calendar monthsummary invoiceand that in the sense

of the VAT Act.

7.2.12 Each issued invoice must contain the following data in addition to the data specified in the applicable legal regulations:

Contract number, ornumber of the confirmed Order,
date of issue of the invoice,
the due date of the issued invoice
basic identification data of the Customer,
Customer's account number,
signature of a representative authorized to act on behalf of the Supplier

7.2.13 The supplier is obliged to deliver the invoiceTo the customerat the latestdo 5 (in word: five)days from its issuance to the address specified in the Contract and/or in the confirmed Order, or to another address specified in writing by the Customer.

7.2.15 The customer is obliged14 at the latest(in a word: fourteen) days beforeby the due date of the invoice, deliver to the Supplier at the address specified in accordance with point 7.2.12 of this article of the General Terms and Conditions a written notification of the change of the bank account indicated on the invoice, in the event that (i) the Customer has changed the bank (if it is different from the bank indicated before by this change indicated on the invoice), if (ii) a lien on receivables has arisen, or if (iii) there are any formal deficiencies, as a result of which the bank account indicated on the invoice will be changed. The authenticity of the signature of the Customer's authorized representative on the written notification according to the previous sentence of this point 7.2.14 of the General Terms and Conditions must be officially certified.

7.3 Payment terms

7.3.1 Unless a different invoice due date is agreed upon in writing by the Contracting Parties for a specific case,the due date of the invoice is 15 (in a word: fifteen)days, while the due date of the invoice starts from the day of the taxable dateperformance, i.e. from 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 payment of the Customer's monetary obligation is considered to be the day the amount owed is credited to the Supplier's account. In the event that the Customer is late with the payment of the invoice, or with the payment of the advance, the Supplier is entitled to claim a contractual penalty against the Customer in accordance with Article XV. point 15.4 of these GTC, for each day of delay that has begun, while in the event that the Customer is late with the payment of the invoice, or advance payment after the due date of the invoice (specified only if no other due date of the invoice has been agreed upon by the Contracting Parties), the Supplier is entitled to completely suspend the implementation of the Performance until the moment the invoice is paid in full by the Customer, or the Supplier is entitled to withdraw from the Contract and/or the confirmed Order .

7.3.2 Unreasonable non-acceptance of the Performance by the Customer cannot be a reason for non-payment of the Performance Price by the Customer.

7.3.3 If the Contracting Parties do not agree otherwise, all bank expenses and fees of correspondent banks and the Supplier's bank shall be paid by the Customer.

VIII. TAX CONDITIONS

8.1 During the duration of the Agreement, the Customer is obliged to notify the Supplier in writing of the date of cancellation of the VAT payer's registration, as well as the date of the VAT payer's registration, namelywithout delayafter that date.

In addition, the Customer is obliged to notify the Supplier in writingwithin 5 working daysall 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.

IX. EXECUTION OF PERFORMANCE

9.1 Place of Performance

9.1.1 The place of Performance isthe location of the Supplier, or headquarters or operation of the Customer, or another place specified in the Contract and/or in the confirmed Order.

9.1.2 In the event that the place of Performance is the Customer's headquarters or business, the Customer undertakes to create suitable conditions for the Supplier so that the Supplier can properly and successfully perform the Performance in accordance with the Agreement and/or the confirmed Order. At the same time, the Customer is obliged to properly secure the place of Performance so that the Supplier can properly perform the Performance. In the event that the Customer does not fulfill its obligation arising from the previous sentence of this clause 9.1.2 of the General Terms and Conditions, and therefore does not prepare the place of performance for the performance of the Performance by the Supplier, as a result of which the Supplier will not be able to perform such performance, the Supplier shall not be obliged to perform the performance in question and at the same time, in such a situation, the Supplier will not even fall into a delay in fulfilling its obligations in terms of the confirmed Order and/or Contract. However, the Supplier is obliged to notify the Customer of this fact, resulting from this point 9.1.2 of the General Terms and Conditions, without undue delay after learning about this fact. At the same time, the Customer acknowledges that in this case, compliance with the delivery date of the Performance by the Supplier is conditioned by the provision of suitable conditions, or proper security of the place of performance by the Customer.

9.3 Conditions of delivery, handover and acceptance of the Performance

9.3.1 Deadline for delivery and acceptance of Performance

9.3.1.1 Delivery of the Performance shall take place within the period and in the manner agreed by the Contracting Parties in the Contract and/or in the confirmed Order. Adherence to the Performance deadline is dependent on the orderly and timely cooperation of the Customer. In the event that the Customer does not fulfill the obligation of cooperation, the deadline for the delivery of the Performance is automatically extended by the period during which the Customer did not provide the necessary cooperation to the Supplier. The delivery period of the Performance is extended if, through no fault of the Supplier, circumstances occur solely on the part of the Customer that cause the Performance cannot be delivered within the period agreed by the Contracting Parties in the Contract and/or in the confirmed Order, for the period during which such circumstances last, or if the start of performance (or the performance itself) was delayed due to reasons solely on the part ofThe customer by more than 1 business day, 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. At the same time, if the Contract/confirmed Order foresees its additional specification, without which it is not possible to produce or deliver the ordered Performance, the delivery period will begin to run only on the day of delivery of this specification to the Supplier. In the event that an advance payment has been agreed between the Supplier and the Customer, the delivery period will start from the day this advance payment is credited to the Supplier's account.

9.3.1.2 The Supplier is obliged to deliver (or deliver) the Performance to the Customer within the agreed period, which the Contracting Parties have mutually agreed upon in the Contract and/or in the confirmed Order. The Customer (or his authorized representative) is obliged to take over the Performance within the delivery period, while if the Customer does not fulfill his obligation to take over the Performance within the delivery period (or if he does not otherwise ensure the acceptance of the Performance), the Supplier is entitled to call on him to fulfill this obligations in an additional period. All costs related to the repeated delivery of the Performance due to its non-acceptance, or due to the Customer's absence at the place agreed by the Contracting Parties in the Contract and/or in the confirmed Order, the Customer shall pay the full amount. If the Customer does not take delivery of the goods even within the additional, reasonably determined period, the Supplier has the right to withdraw from the Contract and/or the confirmed Order. The above applies if the Contracting Parties do not agree otherwise in the Contract and/or in the confirmation of the Order.

9.3.2 Delivery, delivery and acceptance of the Performance

9.3.2.1 The Supplier is entitled, unless otherwise agreed by the Contracting Parties and the nature of the Performance allows, to ensure deliveryFulfillment through the Carrier, about which he is obliged to inform the Customer in advance,who in such a case bears the costs associated with the delivery of the Performance through the Carrier in full.

9.3.2.2 In the event that the Performance does not show any visible signs of possible defects or incompleteness that could prevent the Customer from using it properly, the Customer (or his authorized representative) is obliged to take over the Performance, while at the moment of handing over the Performance to the Customer, the Supplier fulfills the obligation perform the performance and its subsequent delivery to the place designated by the Contracting Parties in accordance with the Agreement and/or the confirmed Order.

9.3.2.3 If the Customer believes that the Performance has defects or possible imperfections that could prevent it from its proper use or its safe operation, it is obliged to notify the Supplier in writing of this fact without undue delay, while the above does not apply to detected minor and isolated defects or incompleteness of the Performance, the nature of which does not prevent the Customer from using it properly. In the event that the Customer proves to the Supplier the detected defects or defects, the Customer is obliged to notify the Supplier in accordance with the terms of these General Terms and Conditions.

9.3.2.4 Taking over the Performance by the Customer is considered acceptance of the performed, or of the provided Performance, namely by confirming (i) the performance provided, or by confirming (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 is concerned.

9.3.2.5 Depending on the nature of the Performance, e.g. discovery protocol, download protocol, acceptance protocol,confirmed delivery note, copies of records from the service log, service report, hours worked report, e-mail message, etc. (elsewhere also as "confirmation of the provided Performance“).

The protocol that the Contracting Parties write upon handover (or delivery) and acceptance of the Performance (hereinafter referred to as "Acceptance protocol"), must contain the following essential details:

the name of the Performance,
identification of the confirmed Order and/or Agreement,
start date and end date of the implementation of the Performance,
date of delivery, or delivery of the Performance by the Supplier and the date of acceptance of the Performance by the Customer,
start date and end date of the takeover procedure,
evaluation of the quality of the implemented Performance, including a list of any detected defects or incompleteness, and also including an explicit indication of the deadline for the elimination of these defects or incompleteness,
declaration of both Contracting Parties that the Supplier is handing over the Performance to the Customer, or adds, and that the Customer takes over the Performance from the Supplier,
signatures of authorized representatives of both Contracting Parties,
information that on the day of handover, or the delivery of the Performance by the Supplier to the Customer, and the acceptance of the Performance by the Customer from the Supplier, the warranty period, including an explicit definition of its duration.

9.3.2.6 Before signing the Acceptance Protocol, the customer is entitled to ensure the so-called "authorized persons", in front of whom the Supplier will demonstrate the correct functionality of the Performance at the place of performance, while "Authorized persons" we understand e.g. authorized representatives of the Customer. In the case of the Supplier's request, the Customer's written statement will also be part of the Acceptance Protocol, in which it will be explicitly defined that the Performance is ready for commissioning or for its use, and that the Supplier has demonstrated to the Customer its full functionality in front of authorized persons chosen by the Customer.

9.3.2.7 In the event that the Customer (or his authorized representative) refuses to sign the Acceptance Protocol without prior due written justification, it is subsequently necessary for the Contracting Parties to write a written record, the content of which will be the opinions of both Contracting Parties on the matter in question and their justification.

9.3.2.8 In the event that the relevant legal regulations so provide and/or if it is explicitly agreed by the Contracting Parties in the confirmed Order and/or in the Contract, the Supplier is obliged within 15 (in words: fifteen) days from the date of handover, or delivery of the Performance to the Customer, hand over to the Customer:

relevant technical documentation,
Other related deeds or documents.

9.3.2.9. The risk of damage passes to the Customer at the moment of delivery of the Performance, unless these General Terms and Conditions stipulate otherwise or if the Contracting Parties have not agreed otherwise. In the case of cross-border trade, the risk of loss or damage to the Performance passes to the Customer if the Performance is delivered to the Customer in accordance with Incoterms2020: EXW

9.4. Non-binding offers and goods and/or work as Fulfillment

9.4.1. The Supplier's offers are non-binding, unless they are explicitly marked as binding.

9.4.2. Quantitative deviations

If the subject of the Contract or confirmed Order is goods or work, the Supplier is entitled to fulfill the Contract or confirmed Order within the following quantity tolerances:

a. for deliveries Filling up to 500 pcs (+,–) 20 %

b. for deliveries Filling up to 2500 pcs (+,–) 15 %

c. for delivery deliveries over 2500 pcs (+,–) 10 %

d. deliver the minimum order quantity: the upward tolerance is doubled

e. supply the maximum ordered quantity: the downward tolerance is doubled.

9.4.3. In the event that the subject of the Contract or confirmed Order is goods or work and the Customer requires an exact number of pieces, the following surcharges are charged according to the number of pieces to the agreed Price:

a. do 1000 ks 10 %

b. od 1001 do 2500 ks 8 %

c. from 2501 to 5000 pcs 6 %

d. over 5000 ks 5 %

Even in these cases, the Supplier reserves the right to slight deviations in quantity caused by errors in calculation, unless otherwise agreed between the contracting parties.

9.4.4. In the case of a larger deviation, the Customer is always obliged to inform the Supplier immediately, but no later than three days after taking over the goods, that the delivered goods and/or work was delivered in a larger quantity than ordered. Otherwise, the Customer is obliged to pay the Price for the goods and/or work actually delivered in full.

X. SUBCONTRACTORS

10.1 „Subcontractors" is any natural or legal 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.

10.2 The contracting parties have agreed that for the fulfillment of the Supplier's obligations towardsTo the customer through the Subcontractor, the Supplier is entitled without any limitation.

XI. TRANSFER OF RIGHTS AND CLAIMS

11.1 The contracting parties undertake that without prior written consentthey will not transfer to the other Contracting Party, they will not load in any other way, or trade, whether for a fee or free of charge, with claims arising from the Contract, nor will they establish liens on claims arising from the Contract. Otherwise, such an act is invalid. In the event of a breach of the above-mentioned obligation, the injured Party is responsible the right to claim a contractual penalty against the other Contracting Party according to Article XV. point 15.6 of these GTC. The price for the Performance or its part may not be paid by claims of third parties or offsetting the Customer's own claim against the Supplier, unless the Contracting Parties agree otherwise in writing. The customer is not entitled to withhold or reduce the payment (offset) to the Supplier due to the existence of a counterclaim, unless the Contracting Parties have agreed otherwise in writing.

XII. OBLIGATIONS OF THE CUSTOMER

12.1 The Customer is obliged to familiarize himself with the provisions of the Supplier's GTC before sending the Order and subsequently concluding the Contract with the Supplier. At the moment of sending the confirmation of the Order and the subsequent conclusion of the Contract with the Supplier, the Customer is bound by these General Terms and Conditions and is also obliged to comply with the relevant provisions of these General Terms and Conditions as well as the provisions of the Agreement and the confirmed Order.

12.2 During the entire duration of the Contract, the Customer is obliged to cooperate with the Supplier for the purpose of proper delivery of the Performance. The specific scope of cooperation, including the specification of information, documents and other compensation that the Customer is obliged to provide to the Supplier, is defined in the Contract and/or in the confirmed Order, unless otherwise agreed by the Contracting Parties.

12.3 The customer is obliged to bear all fees, costs and expenses incurred in connection with the implementation and delivery of the Performance.

12.4 During the duration of the Contract, the Customer is obliged to notify in writingTo the supplierdo 5 (in word: five)working daysall changes that are in any way important in the context of Performance for the Supplier, or that are in any way related to Performance within the meaning of the Contract and/or confirmed Order.

12.5 The Customer is obliged to provide all items, documents and materials for the purpose of execution and implementation of the Performance to the Supplier. In the event that some facts regarding the performance of the Performance are not recorded in the Contract or its annexes, the Customer is obliged toTo the supplier notify in writing no later than before signing the Contract. In the event that the Customer did not notify the Supplier of these facts in writing,Supplieris not obliged to accept after the conclusion of the Contract, or the confirmed Order, 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.

12.6 In the event of any dispute between the Contracting Parties, regarding the scope, content or quality of the Performance, in cases that are not directly or indirectly resolved by the Contract or its annexes, the written opinion is valid until the mutual agreement of the Contracting Parties or the decision of the competent authority is acceptedSupplier and the Customer is bound by this statementThe customerrespect and comply with the conditions stated therein.

12.7 If during the performance of the Performance there should be any contradictions betweenBy the customerand the Supplier, the Customer is not entitled in any way to influence the implementation of the Performance, or to withdraw from the Contract and/or the confirmed Order without due reason.

12.8 The Customer is obliged to pay the Supplier the Price for the Performance in full, unless otherwise agreed by the Contracting Parties in the Contract and/or in the confirmed Order, even if the Performance was only partially delivered to the Customer by the Supplier for reasons to the Customer.

XIII. LIABILITY FOR DAMAGES

13.1 The Contracting Parties have agreed that each of the Contracting Parties is responsible for the damage that it causes by violating its obligations and/or obligations arising from the Contract and/or the confirmed Order and/or these GTC, while the Contracting Parties have agreed that they are only responsible for the actual damage (with the exception of lost profit) incurred by the other Contracting Party. Liability of the Contracting Parties for indirect and/or consequential damages is excluded.

13.2 If the breaching Contracting Party proves that the breach of its duties and/or obligations arising from the Contract and/or the confirmed Order and/or these GTC was caused by circumstances excluding liability, then in such a case this Contracting Party will not be liable for damages. Circumstances excluding liability, the conditions for the application of its claims, as well as the procedure for its creation are governed by § 374 et seq. Commercial Code. In the event that one of the Contracting Parties is affected by a circumstance excluding liability, this Contracting Party is obliged to inform the other Contracting Party of this fact in writing without undue delay. The contracting party affected by circumstances excluding liability is exempted from responsibility for non-fulfilment of obligations and/or obligations arising from the Contract and/or confirmed Order and/or these GTC, as long as their fulfillment was affected or possibly prevented by such circumstances excluding liability, while the term of Performance is extended for the period during which the consequences of these circumstances will last. If the circumstances precluding liability last longer than 1 (in words: one) month, the Supplier is entitled to unilaterally withdraw from the Contract and/or the confirmed Order, and in the event that the circumstances precluding liability last longer than 6 (in words: six) months, the Customer is entitled unilaterally from withdraw from the Contract and/or the confirmed Order.

13.3 The Supplier's liability for any damage caused to the Customer from the Contract and/or confirmed Order and/or these GTC is limited to a maximum amount of 10% (in words: ten percent) of the total Price for Performance. Claims for damages by the Customer that exceed the amount corresponding to 10% (in words: ten percent) of the value of this Performance are excluded.

XIV. WARRANTY AND LIABILITY FOR DEFECTS

14.1 The Supplier declares that the Performance will beTo the customer delivered in accordance with and under the conditions agreed in the Contract and its annexes and/or in the confirmed Order and its annexes.

14.2 The Supplier is only responsible for those defects that the Performance had at the time when the Customer had the obligation to take over the Performance.

14.3 The customer is obliged to properly check the Performance when taking it over or to ensure a thorough professional inspection, since obvious defects in the Performance can only be detected through a proper, thorough and professional inspection. In the event that it is found that the Performance has obvious defects, the Customer is obliged to notify the Supplier of this fact by stating it in the Acceptance Protocol and/or is obliged to write it down with the carriercomplaint protocol and notify the Supplier in writing (by fax, e-mail, together with the complaint protocol) of obvious defects without undue delay after taking over the goods (no later than 5 working days after the physical takeover of the goods by the Customer). The missing amount of delivered goods is considered an obvious defect. The missing amount of delivered goods is considered an obvious defect. If the Customer does not notify the Supplier of these defects within the above-mentioned period in the manner specified above, it is considered that the Customer has taken over the Performance in its entirety. The supplier is only responsible for those defects in the Performance that he caused by breaching his obligations.

14.4 For performance defects that were caused as a result of handing over unsuitable or The Supplier is not responsible for incomplete documents on the part of the Customer, (i) if, when exercising professional care, he could not in any way detect their inappropriateness, or incompleteness, or (ii) if this inappropriateness, or discovered the incompleteness of the documents and notified the Customer in writing, who insisted on their application despite the Supplier's warning.

14.5 The customer is obliged to draw attention to any performance defects through a written Notice of performance defects, the content of which is a specific specification of the performance defect, the place of its occurrence, the manner in which it manifests itself, including photo documentation, and deliver it by registered mail directly to the address of the Supplier explicitly stated in the Contract and/ or in the confirmed Order, or possibly by e-mail, requiring additional written confirmation from the Supplier that it registers such a Notice of Performance Defects, otherwise the Notice of Performance Defects by the Customer delivered by e-mail to the Supplier is invalid.

14.6 The supplier is solely responsible for performance defects that were caused by a culpable breach of his obligations. In the event that the Customer discovers the existence of such a defect, he is not entitled to further use the defective Performance or part of it. In the event that the Customer uses a defective Performance, or part thereof, even after discovering that it has defects, the Supplier shall no longer be responsible for subsequent defects caused by the use of such defective Performance, or any part thereof.

14.7 The Supplier is not responsible for errors during repairs carried out by the Customer or another third party, or for those Performance defects that were caused as a result of normal wear and tear, accidental damage or accidental deterioration, unprofessional handling, neglect of care, any damage that occurred due to its excessive load, and/or use contrary to the purpose for which it is intended, also as a result of mechanical damage on the part of the Customer or any other third party, unprofessional intervention by an unauthorized person, and/or the intervention of any external influences (water, fire, electricity and i.), or as a result of damage to the Performance by irreversible, unforeseeable events, and/or as a result of force majeure.

14.8 If the Supplier informed the Customer in writing and/or orally at the time of concluding the Contract and/or at the time of confirming the Order with all defects in the Performance, the Customer is not entitled to assert claims against the Supplier for defects in the Performance in relation to these defects, while the above also applies in the event , if these are defects that, in view of the circumstances relating to the conclusion of the Contract and/or the confirmation of the Order, the Customer should or should have known.

14.9 Claims from Performance Defects and Complaints Procedure

14.9.1. The Customer's claim against the Supplier due to defects in the Performance does not entitle the Customer to late payment of the Performance Price. After asserting claims from Performance defects, the Customer is obliged to provide the Supplier with the necessary cooperation necessary for a proper examination of these defects.

14.9.2. In the notification of defects, or In particular, the Customer must state the following in the complaint protocol:

a. description of the performance defect,

b. the way in which the defect manifests itself.

The Customer is obliged to document the claimed facts (e.g. photo documentation, commercial protocol of the carrier, sample of defective goods, etc.). Upon request, the Customer is obliged to supplement his submission, or to substantiate the facts claimed by him or to remove any defects in the claim. For this purpose, he is given a period of 7 days, which can be appropriately extended after agreement with the Supplier.

14.9.3. The claimed claim does not have a suspensive effect on the due date of the invoice issued for the delivered (claimed) Performance.

14.9.4. The Customer applies the complaint to the Supplier, either directly at the Supplier's headquarters, in writing to the address of the Supplier's headquarters, or electronically via an email marked as "goods complaint" and the number of the confirmed Order on the basis of which the Performance was delivered. The day of application of the complaint is the day when the complaint was delivered to the Supplier.

14.9.5. The supplier is obliged to handle the claim by30 calendar days from the date of its application at the Supplier, unless the Contracting Parties agree otherwise. If the complaint is justified, the Supplier is also obliged to remove the claimed defects in the Performance within this period.

14.9.6. The supplier is not obliged to process the claim outside of its registered office or the place agreed upon by the parties in the Contract/confirmed Order.

14.9.7. In the event of a complaint, the Customer is obliged to return the claimed goods to the Supplier at his own expense, unless otherwise agreed between the Contracting Parties.

14.9.8. The supplier is obliged to remove the recognized defects of the goods, either by substitute performance, a credit note or in another way agreed upon by the Contracting Parties. If the complaint is settled by the provision of replacement performance, the defective performance remains the property of the Supplier. The Supplier is obliged, at its discretion, to remove recognized defects in the Performance by repairing or replacing the defective Performance, or by taking it back and returning the relevant part of the price and the relevant VAT paid by the Customer for the returned goods. If the complaint is settled by the provision of replacement performance, the defective performance remains the property of the Supplier.

14.9.9. Further claims, claims for compensation for indirect damages and consequential damages are excluded from liability for defects.

14.9.10. If the applied claim is clearly unfounded due to the fact that no defects have been detected in the Performance, the Customer is obliged to compensate the Supplier for all costs associated with the unfounded claim.

14.9.11 When claiming liability for defects, the Customer has the right to:

a. if the defects are removable, for the proper, timely and free removal of the defect, if this does not cause the Supplier unreasonable costs or a reasonable discount from the Performance Price.

b. if it concerns irreparable defects that do not prevent the proper use of the Performance for an adequate discount from the Price.

c. if they are removable defects that occur in large numbers or repeatedly and prevent the proper use of the Performance, to supply a replacement Performance or withdraw from the Contract.

d. if there are irreparable defects, for which it is not possible to use the Performance for the purpose for which it is intended, to supply a substitute Performance or to withdraw from the Contract.

14.9.12. The Supplier is not responsible for defects that have arisen through no fault of its own, that have arisen from the use of the Performance by the Customer for a purpose other than that for which the Performance is intended, from faulty use and unprofessional handling by the Customer or a third party. The Supplier is not responsible for defects that have arisen through no fault of its own, that have arisen due to the use of the Performance by the Customer for a purpose other than that for which the goods are intended, improper use and unprofessional handling by the Customer or a third party, the defects have arisen because the Performance was based on the Supplier's justified opinion excessively worn by improper or careless use or storage or working conditions, excessive loading, improper installation or failure to follow the Supplier's instructions (if any) for storage, use or maintenance; the defect arose because the Performance was modified or corrected without the written consent of the Supplier; the defect arose as a result of the Supplier following any of the Customer's instructions.

14.9.13. The supplier is not responsible for defects arising as a result of incorrectness or incompleteness of the specification and/or technical drawings of the customer or as a result of the incorrectness or incompleteness of the Customer's requirements for Fulfillment.

14.9.14 The customer is obliged to store the claimed Fulfillment in the prescribed manner (for packaged goods in the original packaging), and must not handle this Fulfillment in a way that could hinder the inspection of the claimed defects. The return of the claimed goods before the end of the claim process is possible only with the consent of the Supplier. The returned goods must be sufficiently secured by the Customer to prevent further damage during transport and handling (sufficiently fixed with tape, protective film, etc.).

14.10 Elimination of performance defects

The Contracting Parties shall write a protocol on the removal of possible defects or other incomplete Performance (hereinafter referred to as "Protocol on the elimination of performance defects"). The content of the Protocol on the removal of performance defects must consist of (i) an exhaustive calculation of defects, (or errors) of the Performance, (ii) a specific date for the removal of performance defects, on which the Contracting Parties have mutually agreed, but in the event that the Contracting Parties cannot mutually agree the deadline for the removal of defects in the Supplier's Performance and (iii) the signatures of both Contracting Parties (or their authorized representatives).

14.11 Complaints procedure

The complaints procedure forms an integral part of these GTC as well as of each Contract and/or confirmed Order and is binding for both Contracting Parties. Therefore, in accordance with the previous sentence of this point 14.11 of the General Terms and Conditions, the Supplier is therefore obliged to inform the Customer of the comprehensive content of its Complaints Procedure, in relation to the conditions and method of complaints, the procedures for applying and handling complaints, the warranty period or deadlines for processing complaints, procedures for rejecting a claim and, in this context, in particular, the provisions on liability for defects and, at the same time, the application of claims from defects in the Performance.

14.12 Legal defects

14.12.1 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 the "Commercial Code"). The application of § 434 of the Commercial Code is not excluded for the purposes of the Agreement (hereinafter referred to as "Legal defects“).

14.12.2 Legal defects areThe customerobliged to notify the Supplier in writing after learning about the exercise of the right of a third party, unless the Customer does so, the Supplier is entitled to claim a contractual penalty against him in accordance with Article XV. point 15.7 of these GTC.

XV. CONTRACTUAL FINES AND SANCTIONS

15.1 In the event that the Customer does not properly and timely prepare the place of performance in accordance with the Confirmed Order and/or the Contract, or does not provide the Supplier with the necessary cooperation for the performance of the Performance, the Supplier is entitled to apply a contractual fine in the amount0,5% from the price for Performance, for each day of delay in fulfilling this obligation.

15.2 If the Customer does not immediately inform the Supplier about the impossibility of taking over the Performance within the agreed term, the Supplier has the right to claim a contractual penalty against the Customer, in the amountEUR 100(in words: one hundred euros) for each day of delay with non-acceptance of the Performance.

15.3 In the event that the Customer is late in taking over the Performance within the additional deadline, the Supplier is entitled to apply a contractual penalty in the amount of 0,5% from the price for the Performance specified in the invoice issued by the Supplier, for each day of non-acceptance of the Performance.

15.4 In the event that the Customer is late with the payment of the invoice to the Supplier (or with the payment of the advance payment), the Supplier has the right to claim against the Customer a contractual penalty in the amount0,5% from the price for Fulfillment, for each day of delay that has begun.

15.5 In the event that the Customer does not confirm receipt of the invoice to the Supplier, the Supplier has the right to claim a contractual penalty against the Customer, in the amountEUR 50(in a word: fifty euros).

15.6 In the event that the Contracting Parties, without the prior written consent of the other Contracting Party, transfer, or otherwise handle, resp. trade, whether for a fee or free of charge, with receivables arising from the Agreement, or to establish liens on them, such legal acts will be invalid and the injured Party has the right to claim a contractual penalty in the amount of0,5% from the price for the Performance, for each started day during which the stated fact occurred. 15.7 If the Customer does not notify the Supplier of the existence of legal defects immediately after the Customer has learned about the exercise of the right of 3 (in other words: third) person, the Supplier has the right to claim a contractual penalty against the Customer in the amount ofEUR 100(in a word: one hundred euros), for each day of delay.

15.8 If there is a leak of confidential information (trade secrets, confidential information of a financial nature, sensitive information on critical infrastructure, etc.) for reasons for which the Customer is responsible, or if the Customer violates any of the obligations listed in Article XVIII. of these GTC, you canSupplierapply to the Customer a contractual penalty in the amountEUR 22,000 (in words: twenty-two thousand euros), for each individual violation.

15.9 If the Customer contacts the subcontractor/subcontractors of the Supplier in violation of Article XIX. point 19.4 of these GTC, the Supplier has the right to claim against the Customer a contractual penalty in the amount of 4 times (in words: four times) the price for each Performance.

15.10 In the event that the Customer violates industrial rights or other rights in accordance with Article XVIII. of these General Terms and Conditions, the Supplier has the right to claim a contractual penalty in the amount against the CustomerEUR 3,000 (in a word: three thousand euros), for every single violation of these rights.

In the event that the Contract is prematurely terminated for reasons on the part of the Customer, without giving a relevant reason, the Supplier has the right to a contractual fine in the amount of 100% the price for the Performance, which was agreed between the Contracting Parties in the Contract and/or in the Preliminary Order.

15.11 In case of violation of the obligation arising from Article XIX. point 19.5, the Supplier may claim a contractual penalty from the Customer in the amount EUR 500(in words: five hundred euros) for each individual case.

15.12 Any contractual fines under the Agreement will be applied in formpenalty invoiceand they arepayable within 10 days from the date of issuepenalty 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 If the amount of contractual fines applied on the basis of the Agreement by the partySuppliertowards the Customer exceeds 50% of the Price, is the Supplier entitled to withdraw from the Agreement.

15.15 If more than one separate contract is concluded between the Contracting Parties, then in the event that the Customer is in arrears in fulfilling its obligations under even one of this Contract, the Supplier has the right to suspend the performance of any other previously concluded Contract, and for the entire duration of the obstacle in question on the part of the Customer, while during the duration of this suspension the Supplier is not fulfilling its obligations arising from these Contracts, or Contracts towards the Customer in default.

15.16. The Supplier's claim for compensation in full in the event of a contractual penalty pursuant to any point of these General Terms and Conditions or the individual agreement of the Contracting Parties remains unaffected.

XVI. TERMINATION OF AGREEMENT

16.1 The contracting parties have mutually agreed that the Contract shall terminate:

by delivering the Performance and fulfilling the obligations of the Contracting Parties arising from the Contract and/or the confirmed Order,
upon expiry of the period for which the Agreement is concluded,
by written mutual agreement of the Contracting Parties,
by written notice in accordance with point 16.2 et seq. of this article of the GTC,
written withdrawal from the Agreement in accordance with point 16.3 et seq. and point 16.4 et seq. of this article of the GTC.

16.2 Termination of the Agreement

16.2.1 Unless otherwise stated in the Contract and/or confirmed Order, theSupplierthe right to terminate the Contract for recurring performance, concluded for a fixed period of time, by giving notice without giving a reason, namely by delivering a written notice to the Customer. The notice period for termination given by the Supplier to the Customer is1 (in word: one)a month and begins on the first day of the month following delivery of the notice to the Customer.

16.2.2 Unless otherwise stated in the Agreement,The customerhas 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 for termination given by the Customer to the Supplier is3 (in word: three)months and begins on the first day of the month following delivery of the notice to the Supplier.

16.3 Withdrawal from the Agreement

16.3.1 Any of the Contracting Parties has the right to withdraw from the Contract immediately if:

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
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,
The customer acts in any way contrary to the principles of fair trade relations, commits anti-competitive conduct, acts in violation of legal regulations for the protection of economic competition, or damages the good name and legitimate interests of the Supplier by his actions, based on a unilateral written notification by the Supplier.

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

16.4.1 By material breach of the Agreement by the Customer, we understand mainly, but not only:

delay by the Customer in fulfilling the monetary obligation towards the Supplier for the Performance, which is longer than30 (in word: thirty)days
non-acceptance Fulfillment, or its rejection by the Customer, without giving a written reason, delivered, or notified to the Supplier,
refusal to cooperate (or cooperate) with the Supplier in solving problems with the fulfillment of the Contract,
if bankruptcy has been declared against the Customer, it is in liquidation, or if bankruptcy proceedings against the Customer have been stopped due to lack of assets, or if bankruptcy has been canceled due to lack of assets,
if the relevant insolvency court has issued a decision on the bankruptcy of the Customer, or if a proposal has been submitted to the insolvency court to issue a decision on the bankruptcy of the Customer,
if the Customer, the statutory body of the Customer or a member of the statutory body of the Customer has been legally convicted for the crime of corruption, for the crime of harming 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 crime of the act 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 the essence of which is related to business,
breach of trade secrets or confidentiality of the Supplier's confidential information,
provision of false information when concluding the Contract by the Customer, in relation to the Supplier.

16.4.2 For the avoidance of doubt, the Contracting Parties have expressly agreed that the Supplier 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.

16.4.3 In case of withdrawal from the Contract for reasons on the part of the Customer, it is notThe Supplier is obliged to hand over to the Customer the part of the Performance that the Supplier has already performed.

16.5 Withdrawal from the Contract for reasons on the part of the Customer related to non-compliance with the conditions regarding safety and health protection at work (hereinafter referred to as "OSH") as well as ensuring protection against fires (hereinafter referred to as "OPP")

16.5.1 The Supplier is entitled to withdraw from the Contract in the event that the Customer violates any of the obligations relating to health and safety or occupational health and safety of the Supplier's employees, or persons who participate in the execution of the Performance, especially if (i) the Customer does not adequately secure and/or equip the place of performance, as a result of which there will be occupational accidents of the Supplier's employees, and/or if (ii) the Customer fails to fulfill its obligation to train and familiarize the employees of the Supplier, subcontractors or other persons authorized by the Supplier with all valid internal regulations of the Customer governing health and safety, OHS, or other regulations of the Customer, the observance of which is necessary on the part of the Supplier and its employees or other persons authorized by the Supplier and subcontractors.

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

16.5.3 In the event of withdrawal from the Agreement, the Contracting Parties shall agreedo 15 (in a word: fifteen) daysmethod of settlement of liabilities from the terminated contractual relationship.

XVII. CIRCUMSTANCES EXCLUDING LIABILITY/ FORCE MAJEURE

17.1 Neither of the Contracting Parties shall bear responsibility for non-fulfillment of its obligations if it proves that the non-fulfillment of these obligations 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. For the purposes of the General Terms and Conditions, circumstances excluding liability are subject to the provisions of § 374 of the Commercial Code. Circumstances excluding responsibility for breach or non-fulfilment of the Supplier's obligations arising from the confirmed Order and/or Contract, if the fulfillment of these obligations is directly or indirectly delayed, the following cases are considered in particular, but not exclusively: stoppage of work ordered by the responsible representative of the Supplier, for which he is not responsible Supplier, force majeure - epidemic, pandemic, natural disasters, fires, floods, explosions, riots, wars, state intervention, including measures, regulations or restrictions by the state, intervention by military authorities, terrorist attack, long-term (more than 12 hours) outages electricity or resources necessary to fulfill the Supplier's obligation; actions or omissions by authorities or third parties not caused by actions of the Supplier, or The customer

In the event that the Contracting Parties conclude a Contract or a confirmed Order or any amendment to the Contract or to the Order during the existence of a force majeure circumstance, the Contracting Parties will also consider this force majeure circumstance as force majeure in relation to all obligations from such a Contract or confirmed Order with consequences according to this paragraph, provided that its consequences cause such restrictions in relation to the Supplier's activities that fully or even partially prevent the obligation to perform in accordance with the Agreement or the confirmed Order, while the Contracting Parties also consider other circumstances to be force majeure, which follow or are related to a force majeure event, as well as the fact that the Seller's subcontractors do not perform to the Seller due to the existence of a force majeure event, which has, even if only partially, an effect on the performance of the Supplier's obligations.

Special provision for force majeure – (eg COVID – 19). At the same time, in the event that any contractual relationship between the Contracting Parties is concluded during the existence of circumstances of force majeure, i.e. j. e.g. during the duration of the COVID-19 pandemic or a state of emergency or extraordinary situation in the Slovak Republic, the Contracting Parties have agreed that if in this context there is an interruption in the implementation of the delivery, or Fulfillment The Supplier does not have to prove the impact of force majeure, and at the same time a circumstance related to, for example, the COVID-19 pandemic and the adoption of new measures by the state (including any measures taken to prevent the spread of the disease by any public authority or European body) will also be considered as force majeure and including labor shortages due to the spread of disease), as well as the fact that the Supplier's subcontractors do not fulfill the Supplier due to the existence of force majeure circumstances.

In the event of force majeure, the Supplier is not responsible for the breach or non-fulfillment of obligations from the Contract/confirmed Order, and the deadlines resulting from the confirmed Order and/or Contract will be extended by the duration of the condition caused by force majeure. In case of force majeure will last longer thansix calendar months, each of the Contracting Parties is entitled to withdraw from the Contract. Withdrawal from the contract does not affect the right to payment of the price for the completed part of the delivery, and at the same time the Customer is obliged to pay the costs demonstrably incurred by the Supplier in connection with the preparation of the remaining part of the delivery

XVIII. PROHIBITION OF ILLEGAL EMPLOYMENT

18.1 The customer declares that he is not a person who illegally employs a natural person according to § 7b par. 5 of the Act on Illegal Employment.

18.2. The Customer undertakes to reimburse the Supplier for the costs and damage incurred as a result of the Customer's breach of the obligations stipulated by the Act on Illegal Employment, especially if, as a result of the breach of such obligation, the Supplier will be fined in accordance with § 7b para. 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 claim of the Supplier is considered to be due on the date of validity of the decision to impose a fine.

18.3. At the same time, the contracting parties agreed that in the event that a fine is legally imposed on the Supplier 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 Supplier is entitled to set off his claim for damages in the amount of the paid fine and all related costs against the claim of the Customer.

18.4. In the event that the Supplier discovers that the Customer violates some provision of the Act on Illegal Employment, especially § 7b par. 5 of the Act on Illegal Employment, the Supplier is entitled to withdraw from the Contract.

18.4. The customer further undertakes to replaceTo the customercosts 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.

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

XIX. INSURANCE

19.1 The supplier is not obliged to insure performance in case of damage during its transport. The customer is obliged to properly and sufficiently insure the goods at his own expense against their damage or destruction.

XX. INDUSTRIAL AND INTELLECTUAL PROPERTY

20.1 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"), for the duration of the author's property rights 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 subject to the agreement of the Contracting Parties.

20.2 Any proposals developed by the Supplier are his copyright work, to which he has exclusive ownership rights, while only he is authorized to implement the Performances based on these proposals, as a result of which he owns all rights to the performed Performance, or to the solutions contained in the Performance, or to all Performances that arise in the future based on these proposals of the Supplier, unless otherwise agreed by the Contracting Parties. The supplier is entitled to grant a license for the use of his author's work in accordance with the previous sentence of this point 20.2 of the General Terms and Conditions according to § 65 et seq. Copyright Act (hereinafter referred to as"License"), the subject of which will be (i) the granting of the Customer's consent to the exercise of property rights constituting the copyright to the author's work, on the basis of which the Supplier will grant the Customerlicense according to the agreement of the Contracting Parties and (ii) providing the Customer's prior consent to grant a sublicense during the duration of the author's property rights 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, while the remuneration for granting a license according to this point 20.2 of the General Terms and Conditions is subject to agreement between the Contracting Parties.

20.3 The Customer is familiar with and at the same time understands that the Performance includes technical solutions proposed by the Supplier for other contractual partners (or the Customer), and for this reason individual elements of the Performance may appear separately or in mutual contexts even in Performances carried out for third parties .

20.4 The Supplier is not responsible for the infringement of another person's right to industrial or other intellectual property as a result of the implementation of the Performance exclusively according to the requirements, documents or proposals of the Customer. The consequences of such a violation shall be borne by the Customer.

20.5 The parties to the contract have agreed and confirm that if the Contract has the nature of a contract for a work and if a work of authorship is created 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.

XXI. CONFIDENTIALITY OF INFORMATION

21.1 The customer is obliged to maintain the confidentiality of all economic and technical information, information on production processes, prices, methodical know-how, as well as information constituting the supplier's trade and production secrets, with which he/she may become familiar in connection with the implementation of the Performance and keep them in secrecy from third parties, both during the duration of the Agreement and after its termination. The obligation of confidentiality also applies to all information that the Supplier provided to the Customer as part of pre-contractual negotiations on the conclusion of the Agreement, and to its entire content. While such information is understood to mean facts from the commercial, technical and organizational point of view of the Supplier, which have real or at least potential material or immaterial value or pricing and are not commonly available in the business circles in which the Customer operates or will operate.

21.2 The Customer's obligation to maintain confidentiality according to point 21.1 of this article of the GTC does not apply to:

to information that was already publicly known at the time it was made available,
to information regarding which the Customer can prove without any doubt that he already had the right to dispose of it before making it available and was authorized to disclose it to third parties.

21.3 The obligation to maintain confidentiality resulting from these General Terms and Conditions for the Customer continues without any time limit. In case of violation of this clause of the General Terms and Conditions, the Supplier is entitled to payment of a contractual fine in the amount according to Article XV. point 15.8 of these GTC for each individual violation. The Supplier's claim for full compensation in the event of a contractual penalty remains unaffected. The customer declares that he considers the amount of the agreed contractual fine to be fully adequate with regard to the content of the security obligation.

21.4 The Customer undertakes not to contact the subcontractor/subcontractors of the Supplier, only if this contact of the Customer with this subcontractor/with these subcontractors of the Supplier would be justified by an already existing contractual relationship between the subcontractor/subcontractors of the Supplier and the Customer, or if such contact would be agreed in writing by the Supplier . The Customer undertakes to protect the interests of the Supplier as well as all parties involved in the Agreement and to maintain trade secrets. In the event that there is a leak of facts that have the nature of confidential information or a trade secret for reasons for which the Customer is responsible, or in the event of a breach of the Customer's obligations under this clause of the General Terms and Conditions, the Supplier has the right to claim a contractual penalty against the Customer in accordance with Article XV. point 15.9 of these GTC, in the amount of 4 times (in other words: four times) the price for each Fulfillment.

21.5 Unless otherwise agreed in the Contract and/or in the confirmed Order, the Customer is not entitled, without the prior written consent of the Supplier, to mention the Supplier as its business partner, or to use the Supplier's business name or logo when promoting the Supplier or its activities, or in statements to the media , and that in no form. In case of violation of the obligation according to this point, the Supplier has the right to claim a contractual penalty against the Customer in accordance with Article XV. point 15.11 of these GTC.

XXII. PRIVACY

22.1 Personal data are protected in accordance with applicable legislation, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons in the processing of personal data and on the free movement of such data, which repeals Directive 95/46/ EC (hereinafter referred to as "GDPR") and Act no. 18/2018 Coll. on the protection of personal data and on the amendment of certain laws (hereinafter referred to as "Personal Data Protection Act“).

22.2 The Contracting Parties declare that if they come into contact with the personal data of the other Contracting Party, they will keep it confidential and comply with the requirements of applicable legislation, in particular the Act on the Protection of Personal Data as amended, while the obligation of confidentiality applies even after the end of the Contract.

XXIII. ENVIRONMENTAL PROTECTION

23.1 The Supplier and the Customer are obliged to comply with the provisions of generally binding legal regulations on environmental protection when fulfilling their obligations from the confirmed Order and/or Contract, while each of the Contracting Parties is responsible for the pollution and damage to the environment that it caused itself and that occurred in connection with with the implementation of the Fulfillment. Each of the Contracting Parties is obliged to eliminate the consequences of such pollution.

23.2 If during the implementation of the Performance at the place of Performance waste is generated, the originator of which is the Supplier, the Customer is obliged to remove this waste at his own expense, unless the Contracting Parties agree otherwise for a specific case, always in accordance with Act No. 79/2015 Coll. on waste as amended (hereinafter referred to as "Waste Act") and related legal regulations for the field of waste management to ensure their disposal.

23.3 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 the noise during the implementation of the Performance at the place of Performance does not exceed the highest permissible values established by special legal regulations.

XXIV. OCCUPATIONAL SAFETY AND HEALTH PROTECTION, FIRE PROTECTION

24.1 In the event that the activities of the Customer and the Supplier's employees and/or other persons directly authorized by the Customer and/or the Supplier will be carried out together, the cooperation of these persons must be in the prevention, preparation and implementation of measures to ensure safety and health protection at work (further only "OSH") as well as the provision of protection against fires (hereinafter referred to as "OPP"), coordination of activities and mutual information, regulated between them in the written agreement of the Contracting Parties, the content of which must form the agreement or an explicit definition of which of these Contractual of the parties is responsible for the creation of health and safety conditions for these persons in the place of performance and to what extent.

24.2 In the event that the Supplier incurs any financial costs as a result of the Customer's non-compliance with OSH and OHS requirements, the Customer is obliged to pay these in full.

24.3 If the Contracting Parties have not agreed otherwise, the Customer is obliged to ensure the equipment of the place of Performance in the interest of safe implementation of the Performance. From the moment of securing and equipping the place of fulfillment by the Customer, it is possible to start the realization of the fulfillment. In the event that, as a result of insufficient security and equipment of the place of performance by the Customer, occupational accidents occur at the place of performance of the Supplier's employees, the Customer is obliged to reimburse all costs incurred by the Supplier in this connection.

24.4 Before starting the performance, the Customer undertakes to ensure familiarization and training of the Supplier's employees and/or subcontractors, who will participate in the performance of the Performance, with the Customer's valid internal regulations governing health and safety, occupational health and safety and environmental protection, or with all other internal regulations that the Customer has apply, and compliance with which is essential on the part of the Supplier and its employees or subcontractors. In the event that the Customer does not fulfill its obligation to which it has committed itself in terms of the previous sentence of this clause 22.4 of the GTC, the Supplier will not be responsible for the breach of such regulations by the Customer according to the previous sentence of this clause 22.4 of the GTC.

24.5 In order to preserve health and safety, the Supplier is obliged to carry out maintenance and repair of machines, equipment and tools that will be used for the execution of the Performance at the Customer before starting the Performance.

XXVI. APPLICABLE LAW

26.1 Agreement and relations arising from the Agreement or related to the Agreementwere 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.

XXVII. DISPUTES

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

27.2 All disputes arising from the Contract will be submitted for decision to the competent court in accordance with the provisions of Act no. 160/2015 Z .z. Civil dispute procedure as amended (hereinafter referred to as "Civil dispute procedure" or "CSP“).

27.3 All possible disputes arising from Contracts or Orders as well as from all business-obligatory relationships that are directly or indirectly related to them, their content or their subject matter, arising between the Supplier and the Customer are subject exclusively to the jurisdiction of the courts of the Slovak Republic, unless otherwise agreed by the Contracting Parties . 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 (hereinafter referred to as "The Act on International Private and Procedural Law" or "ZMPSaP"), according to Council Regulation (EC) No. 44/2001 of December 22. 2000 on jurisdiction and on the recognition and enforcement of judgments in civil and commercial matters or according to another legal norm, law or international treaty regulating the jurisdiction of courts in disputes with a foreign element (hereinafter referred to as "Council regulation no. 44/2001 on jurisdiction and on the recognition and enforcement of judgments in civil and commercial matters or according to another legal norm, 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 beDistrict Court Martin, Slovak Republic.

Inseparable appendices of these GTC are:

These General Terms and Conditions enter into force on …………….

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info@eurotools.eu

+421 434 13 14 00

Address:

Na Bystričku 14B,

Martin 036 01, Slovakia

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