General Terms of Business

§ 1 Validity of Conditions

(1) The supplies, performances and quotations of the vendor are carried out exclusively on the basis of these terms of business. These are therefore also valid for all future business relations, even if they are not expressly agreed upon again. These terms are deemed accepted at the latest when the supplies or performances are received. Confirmations of the buyer with reference to his terms of business or purchase are hereby contradicted.
(2) All agreements, which are made between the vendor and the buyer for the purpose of executing this contract, must be set down in writing.

§ 2 Quotation and Completion of Contract

(1) The quotations of the vendor are subject to being sold and non-binding. Declarations of acceptance and all purchase orders require the written or telex confirmation by the vendor.
(2) Drawings, illustrations, measurements, weights or other performance data are only binding if this is expressly agreed in writing.
(3) The sales personnel of the vendor is not authorised to make verbal secondary agreements or to give verbal assurances, which exceed the content of the written contract.
(4) If the prices of the raw materials used by us or the prices of single parts produced by third parties or the wages paid by us change, we will be entitled to amend the agreed prices appropriately.
(5) We are entitled to deviate slightly from the specifications for measurements, construction, shape, grain, colour and design contained in brochures, price lists and quotations. In the interest of further development in construction, we reserve the right to technical changes.

§ 3 Prices

(1) Insofar as not stated otherwise, the vendor is bound to the prices contained in his quotations for 30 days from their date. Otherwise the prices stated in the order confirmation of the vendor plus the relevant statutory value added tax are decisive. Additional deliveries and performances are invoiced separately.
(2) If not agreed otherwise, the prices are to be understood as FOB warehouse (town) inclusive of normal packaging.

§ 4 Delivery and Performance time

(1) Delivery dates or periods, which can be agreed binding or non-binding, must be stated in writing.
(2) The vendor cannot be held responsible for delays in delivery or performance due to force majeure and due to events which make deliveries for the vendor not only temporary considerably more difficult or impossible - amongst these are especially strikes, lock-outs, official orders etc., also if they occur at suppliers of the vendor or at their sub-contractors - even if this concerns bindingly agreed periods and delivery times. These events give the vendor the right to postpone the delivery or the performance for the period of the hindrance plus a reasonable start-up time or to withdraw from the contract as a whole or in part due to the part not yet fulfilled.
(3) If the hindrance lasts for longer than three months, the buyer has the right, after setting a reasonable subsequent period, to withdraw from the contract with reference to the part not yet fulfilled. If the delivery time is extended or if the vendor becomes free of his responsibilities, the buyer cannot derive any claims for damages from this. The vendor can only refer to the mentioned circumstances if he notifies the buyer immediately.
(4) Inasmuch as the vendor is responsible for non-compliance of binding confirmed periods and delivery times or if he is in arrears, the buyer has a claim for arrears compensation to the amount of 0,05% for each completed week of the arrears, in total however at the most up to 3% of the invoice value of the deliveries and performances affected by the arrears. Claims exceeding this are excluded, unless the arrears are due to at least gross negligence on the part of the vendor.
(5) The vendor has a right to part deliveries and part performances at any time, unless the part deliveries or part performances are of no interest to the buyer.
(6) The vendor's compliance with the delivery and performance obligations presupposes the proper fulfilment of the buyer's obligations in good time.
(7) If the buyer is in arrears with acceptance, the vendor has the right to demand compensation for the damages arising for him; with occurrence of acceptance arrears the risk of accidental deterioration and of accidental decline passes to the buyer. If the purchaser does not accept the goods, then the supplier has the right, after setting a period of five working days, to demand damages due to non-fulfilment. In this case the supplier has the right to demand ither 20 % of the purchase price without verification of the damage incurred, or to demand compensation for the actually incurred damages.

§ 5 Transfer of Risk

The risk passes to the buyer as soon as the consignment has been handed over to the person carrying out the transport or as soon as it has left the warehouse of the vendor to be despatched. If despatch is delayed on request of the buyer, the risk transfers to him with the message ready for despatch.

§ 6 Rights of the Buyer with Regard to Defects

(1) The products are delivered free of fabrication defects or material defects; the period for enforcement of claims for defects is one year from delivery of the products.
(2) Should operating instructions or maintenance instructions of the vendor not be followed, should changes at the products be carried out, parts exchanged or consumables be used which do not comply with the original specifications, then the claims due to the effects of the products are void, if the buyer does not repudiate a relevant substantiated statement, that the cause of the defect was one of these circumstances.
(3) The buyer must inform the customer service management of the vendor immediately in writing of defects, at the latest however within a week of receipt of the delivered article. Defects, which cannot be detected even with careful inspection within this period, must be notified to the vendor in writing immediately after discovery of such.
(4) In the case of notification by the buyer that the products exhibit a defect, the vendor demands at his choice and to his costs that:
a) The defective part or unit is sent to the vendor for repair and subsequent return;
b) The buyer keeps the defective part or unit available and that a service mechanic of the vendor is sent to carry out the repair.
Should the buyer request that rectification work is carried out at a certain place, the vendor can grant this request, whereby exchanged parts are not invoiced, however, working time and travelling costs must be paid according to the standard rates of the vendor.
(5) If the rectification fails after an appropriate period, the buyer can, at his choice, demand reduction of the remuneration or withdraw from the contract.
(6) Liability for normal wear is excluded.
(7) Only the immediate buyer is entitled to claims due to defects against the vendor and these are not transferable.
(8) With rail transport damages, the facts must be recorded officially immediately and the claim for damages must be submitted to the freight office responsible.

§ 7 Retention of Ownership

(1) Until all accounts receivable, to which the vendor is entitled to from the buyer now or in future arising from any legal grounds (including all balance receivables from current account), the following sureties are granted to the vendor, which he will release on demand at his choice inasmuch as the value exceeds the accounts receivable lastingly by more than 20 %.
(2) The goods remain the property of the vendor, processing or remodelling are always carried out for the vendor as manufacturer, however without obligation for him. Should the (co) property of the vendor lapse through connection, then it will already now be agreed that the (co) property of the buyer of the standard article value proportional (invoice value) transfers to the vendor. The buyer keeps the (co) property of the vendor free of charge. Goods for which the vendor is entitled to (co) property are described in the following as goods under reservation.
(3)The buyer is entitled to process and to sell the goods under reservation in proper business as long as he is not in arrears Pawning or securing transfer is inadmissible. The buyer already now transfers accounts receivable from resale or other legal grounds (insurance, prohibited action) with regard to the goods under reservation (including all balance accounts receivable from current account) to their full extent to the vendor for reasons of securing. The vendor authorises the buyer irrevocably to collect the accounts receivable transferred to the vendor for the buyers account on the buyer's own behalf. This collection authorisation can only be revoked if the buyer does not properly meet his payment obligations.
(4) Should third parties seize goods under reservation, especially seizure, the buyer will refer to the property of the vendor and will inform the vendor immediately so that the vendor can enforce his property rights. As far as the third party is unable to reimburse the vendor for judicial or out-of-court costs in this connection, the buyer shall be liable for these.
(5) Behaviour on the part of the buyer contrary to the terms of the contract - especially payment arrears- entitles the vendor to withdraw from the contract and to demand the return of the goods under reservation.
(6) The purchaser must insure the goods under reservation against damage through fire and water and already now transfers all claims from the insurance to the supplier.

§ 8 Payment

(1) Unless agreed otherwise, the invoices of the vendor are payable 30 days after invoicing without deductions.
The vendor is entitled, contrary to other conditions of the buyer, to account payments initially to older debts of the buyer and he will notify the buyer of the type of accounting. Should costs and interest have already accrued, the vendor is entitled to account the payment initially to the costs, then to the interest and finally to the main debt.
(2) A payment is deemed to have been made only when the vendor has the amount at his disposal. In the case of cheques the payment is deemed as having been made when the cheque is cashed.
(3) Should the buyer get into arrears, the vendor is entitled to demand interest to the amount of 8 percent points of the basic interest rate as flat rate compensation from the relevant time. This is to be applied at a lower rate if the buyer can verify a lower encumbrance; the verification of higher damage through the vendor is admissible.
(4) Should circumstances become known to the vendor which put the credit standing of the buyer in question, especially if a cheque is not honoured or if the buyer terminates his payments, or if other circumstances become known to the vendor which put the credit standing of the buyer in question, the vendor is entitled to deem the total remaining debt as due, even if he has accepted cheques. In this case the vendor is also entitled to demand payments in advance or securities.
(5) The buyer is only entitled to set off, retention or reduction if the counter claims have been legally determined or are indisputable, even if complaints of defects or counter demands are asserted. The buyer is however also entitled to retention due to counter demands arising from the same contract.

§ 9 Alterations of Construction

The vendor reserves the right to carry out alterations on the construction at any time; he is however not obliged to carry out such alterations also on products already delivered.

§ 10 Patents

(1) The vendor shall relieve the buyer and his customer with regard to claims arising from violation of copyrights, trademarks or patents, unless the design of a delivery article originates from the buyer. In this case the purchaser accepts the guarantee that through manufacture and delivery of the articles according to drawings, models and samples registered trademarks of third parties are not violated and relieves the supplier of all claims from third parties. With regard to the amount, the relief obligation of the vendor is limited to the expected damage.Additional prerequisite for the relief is that the conducting of legal disputes is to be left to the vendor and that the stated violation of rights concerns exclusively the type of construction of the delivery articles of the vendor without connection or usage with other products.
(2) The vendor has the choice to release himself from the obligations taken on in paragraph 1 by eith
a) procuring the required licences with regard to the alleged violated patents or
b) that he puts an altered delivery article or parts thereof at the disposal of the buyer, which in case of exchange with the violated delivery article or the part thereof eliminate the accusation of violation with regard to the delivery article.

§ 11 Secrecy

Unless expressly otherwise agreed in writing, the information submitted to the vendor in connection with purchases are deemed as non-confidential.

§ 12 Liability

(1) Claims for damages are independent of the type of violation of the obligation, including prohibited actions, excluded inasmuch as it does not concern intentional or grossly negligent actions.
(2) With regard to violation of essential contractual obligations the vendor is liable for any negligence, however only to the amount of the expected damage. Claims for lost profit, saved expenditure, from claims for compensation for damages of third parties as well as to other immediate and subsequent damages cannot be demanded, unless a characteristic guaranteed by the vendor intends specifically to indemnify the buyer against such damages.
(3) The liability limitations and exclusions in paragraphs 1 and 2 are not valid for claims which are due to malicious behaviour on the part of the vendor as well as with a liability for guaranteed characteristics, for claims according to the product liability law as well as injuries to life, body or health.
(4) Insofar as the liability of the vendor is excluded or limited, this is also valid for staff, employees, representatives and auxiliary personnel of the vendor.

§ 13 Applicable Law, Jurisdiction, Part Invalidity

(1) The law of the Slovak republic is applicable to these terms of business and the entire legal relations between the vendor and the buyer. The regulations of the UN Right of Purchase cannot be applied.
(2) Inasmuch as the buyer is businessman, legal person of public law or public law special assets, exclusive jurisdiction for all disputes arising indirectly or directly from the contract relationship is Žilina. This also applies to claims from cheques and bills of exchange.
(3) Should a stipulation contained in these terms of business or a stipulation within the framework of other agreements be ineffective or will become ineffective, this will not affect the effectiveness of any other stipulations or agreements.