General Terms and Conditions of SEZ Krompachy a.s.

General Terms and Conditions of SEZ Krompachy a.s.

These General Terms and Conditions govern the main principles and principles of business relations between SEZ Krompachy a.s. and its business partners. The provisions set forth in these conditions shall apply unless otherwise stated in a written agreement with the business partner. These terms and conditions form part of the Framework Agreement.

1. Definition of Terms

The Seller is SEZ Krompachy a.s., which undertakes to supply the Buyer with tangible goods - products and goods according to the offer, which are individually specified in terms of quantity and type, as well as to provide the respective documents and transfer ownership of the goods to the Buyer in accordance with the agreement and applicable laws.

The Buyer is a natural person - entrepreneur or legal entity, who requests the Seller to deliver the goods and undertakes to pay the purchase price.

1. Formation of Contract

1. The contract must be concluded in writing.
2. The contract is concluded:

1. By expressing consent to all its terms. The consent must be in written form, duly confirmed, and signed by an authorized representative of the contracting party expressing this consent.
2. On the day of order confirmation by the Seller.

3. Subsequent changes and amendments are valid only if confirmed in writing by both parties.

1. Delivery Conditions

1. The Seller is obliged to deliver the goods within the agreed term in the contract or the term specified in the order confirmation. The delivery period begins on the day when the contracting parties sign the contract or on the day of order confirmation by the Seller, unless otherwise agreed by the contracting parties.
2. The Seller is obliged to deliver the goods to the agreed place specified in the contract. If the contract does not require delivery to a specific place, the Seller fulfills its obligation to deliver the goods by allowing the Buyer to handle the goods at the location where the Seller has its registered office, place of business, or organizational unit, provided that the Seller notifies the Buyer in due time. In such a case, the Buyer is obliged to take over the goods within 3 calendar days from the receipt of the written notice of readiness for delivery. If the Buyer does not take over the goods within 3 calendar days from the notification, the Seller has the right to dispatch the goods to the Buyer by any appropriate means and charge the Buyer for the transportation costs. This sequence also applies if the Buyer transports the goods themselves. Partial deliveries of goods are permitted.
3. The goods will be packaged or equipped with a transport method customary for the respective type of goods in accordance with the applicable packaging regulations of the Seller.
4. The Buyer is obliged to confirm the receipt of the goods on the delivery note.
5. The Seller undertakes, at its own expense, to deliver the goods to the Buyer at the agreed place, which is contractually agreed, provided that the minimum value of the goods is EUR 200, excluding VAT.

1. Transfer of Ownership and Risk of Damage to Goods

1. The ownership rights to the delivered goods transfer to the Buyer only upon full payment of the purchase price. The Buyer is obliged to refrain from any actions that could lead to the destruction, theft, loss, or damage of the delivered goods until the full payment of the purchase price. The Buyer accepts this ownership right of the Seller and declares that they are aware of all legal consequences associated with the reservation of ownership rights. In the event that the Buyer is declared bankrupt, the delivered goods will not be included in the assets of the respective bankruptcy.
2. The risk of damage to the goods passes to the Buyer at the time of taking possession of the goods from the Seller, or if the Buyer fails to fulfill this obligation on time, at the time when the Seller allows the Buyer to handle the goods and the Buyer breaches the contract by not taking delivery of the goods. If the contract specifies the shipment of goods by the Seller, the risk of damage to the goods passes to the Buyer upon the delivery of the goods to the first carrier for transportation to the agreed destination.

1. Price, Payment Terms

1. The buyer is obliged to pay the price agreed upon in the contract or specified in the contract based on the issued invoice.
2. The price of the goods may change in the event of changes in input materials, energy, or legislative changes in the pricing area. The seller is obliged to discuss and agree on any such changes with the buyer at least 4 weeks before the planned price change through a written addendum to the contract.
3. The price is stated in euros excluding VAT, unless otherwise specified in the contract. VAT will be added to the price in accordance with applicable laws and regulations.
4. The right to issue an invoice arises upon dispatch of the goods from the seller's warehouse.
5. The seller guarantees that the issued invoices comply with all requirements according to § 71 of Act No. 222/2004 Coll. on Value Added Tax, as amended.
6. The buyer has the right to return an invoice to the seller that does not meet the requirements stated in point 5. In such a case, the payment deadline is interrupted, and a new payment deadline begins from the delivery of the corrected invoice.
7. The payment deadline for the invoice is agreed upon in the contract.
8. The claim is considered paid only when the funds are credited to the seller's account.
9. If the buyer is late with the payment of the advance or final invoice, the seller has the right to suspend or limit further deliveries of goods until payment is made. This does not constitute a breach of the contract or these terms and conditions. In the event of the buyer's delay in payment of the advance or final invoice, the seller has the right to demand payment of a contractual penalty of 0.1% of the unpaid amount for each (even commenced) day of delay in payment of the invoice. This agreed contractual penalty does not constitute compensation for damages under the Commercial Code but serves as a means to ensure compliance with the agreed payment deadline. The contracting parties agree that the agreed contractual penalty is reasonable in terms of conditions and business customs and was agreed in accordance with good morals.
10. The contracting parties agreed that all costs related to the collection of receivables shall be borne by the debtor.
11. If the buyer is more than 30 days late in paying the purchase price (or its part), it constitutes a material breach of the terms and conditions under § 345 of the Commercial Code, and the seller has the right to terminate the purchase agreement and demand the return of the delivered goods.

1. Warranty and Product Defects

1. The seller is responsible for ensuring that the subject of the contract complies with the conditions set out in the contract and that during the warranty period, it will have the properties agreed upon in the contract, i.e., that the goods will be fit for the agreed or otherwise customary purpose or will retain the agreed or otherwise customary properties.
2. The warranty period is set at 24 months and starts from the day the buyer takes possession of the goods. If the seller is obligated to ship the goods, the warranty period starts from the day of delivery of the goods to the designated location, unless otherwise agreed by the contracting parties.
3. The goods are considered defective if they do not correspond to the agreed quantity, quality, and design in the contract, are not properly packaged, or are not accompanied by the required documents and writings.
4. The seller is responsible for defects that the goods have at the time when the risk of damage to the goods passes from the seller to the buyer, even if these defects become apparent only after this time.
5. The buyer is obliged to inspect the goods in the presence of the seller (in the case of direct collection from the seller or at the buyer's premises) to ascertain whether the delivered quantity corresponds to the information in the accompanying documents, whether it is evidently damaged or incomplete. If it is agreed that the goods will be shipped by the seller, the inspection will be postponed until the goods are delivered to the designated location along with the carrier. If the delivery is evidently incomplete, damaged (packaging), or if there is other apparent damage, the buyer shall make a written record in the presence of the seller or the carrier.

If the buyer fails to inspect the goods or arrange for their inspection at the time of the transfer of the risk of damage to the goods, the buyer can claim defects discovered during the inspection only if they can prove that these defects already existed at the time of the transfer of the risk of damage to the goods.

6. Obvious defects discovered at the time of collection must be reported by the buyer within three days of taking possession of the goods, otherwise, the right to claim defects will be forfeited.
7. Other defects of the goods may be reported by the buyer within three days of their discovery, but no later than the end of the warranty period.
8. The warranty does not cover defects caused by external events after the transfer of the risk of damage to the goods that the seller or persons assisting him in fulfilling his obligations could not have caused. The warranty also does not cover defects caused by the buyer's improper handling of the goods, inappropriate storage, incorrect assembly, unprofessional repair, or failure to follow instructions for use.
9. The seller will decide on the complaint within 15 days of receiving the complaint from the buyer. If the complaint is accepted, the seller will repair the defective product within a reasonable period. If the product is irreparable, the seller will provide a replacement.

1. Force Majeure

1. The following circumstances and events objectively occurring after the conclusion of the contract, which render its performance impossible, shall be considered as cases of force majeure: strike, epidemic, fire, natural disaster, mobilization, war, rebellion, confiscation of goods, embargo, general shortage of input materials and raw materials, disruptions and general shortage of transportation means, unforeseeable energy regulations.
2. The party affected by a force majeure event shall immediately notify the other party of this fact. The contracting parties shall be relieved of liability for partial or complete non-performance of contractual obligations if their performance was affected by force majeure or rendered impossible by unavoidable circumstances. In such a case, the time limit for the performance of contractual obligations shall be extended for the duration of the consequences of these unavoidable circumstances.

1. Termination of the Contract

The validity of the contract expires upon the expiration of the agreed term, as well as:

1. by mutual agreement of the contracting parties,
2. by termination with one month's notice in the event of a breach of the contract's conditions, when the request for remedy has not been resolved after prior written notice. The party that has been harmed by the non-fulfillment of the conditions may terminate the contract. The notice period begins on the first day of the following month after the delivery of the termination notice to the other contracting party,
3. by withdrawal from the contract by the seller according to Article 11, point V.

1. Special Provisions

1. The contracting parties have agreed that during the validity of the contract, they will mutually inform each other about any changes related to the trade name, registered office, place of business, and disclose all significant facts that may affect the fulfillment of obligations.
2. A contracting party is obliged to notify the other party in writing about the threat or commencement of bankruptcy or restructuring.
3. The contracting parties are obliged to maintain the confidentiality of trade, manufacturing, or technical information related to the business activities of both parties, which have actual or potential material or immaterial value and are not generally available in the relevant professional circles. The contracting parties undertake to preserve the confidentiality of confidential information. Confidential information shall include information expressly marked by a party as confidential information that is not publicly known. The receiving party undertakes to treat such information as confidential and shall not directly or indirectly disclose it to any other individuals, companies, or third parties. Both parties acknowledge that these pieces of information may only be used within the scope of fulfilling the contract.

1. Final Provisions

1. Unless otherwise stipulated in the contract or these general terms and conditions, the relationships arising from the contract shall be governed by the relevant provisions of the Commercial Code No. 513/1991 Coll., as amended.
2. If the contract regulates any legal issue differently from these general terms and conditions, the direct provision of the contract shall prevail.
3. Any disputes arising from the performance of the concluded contract shall be resolved in accordance with the legal order of the Slovak Republic, and the competent court shall be determined based on the local and subject matter jurisdiction.
4. These general terms and conditions are effective from January 1, 2023, and the buyer confirms by their signature that they have familiarized themselves with them.