GENERAL TERMS AND CONDITIONS applicable for contract deliveries by NORMIT FOOD s.r.o.
1. Preliminary provisions and definitions
1.1. Definitions
1.1.1. Supplier shall mean NORMIT FOOD s.r.o., with its registered office at Brigádnická 1022/38, Bratislava – Devín 841 05, IČO (ID number): 502 702 81, registered in the Commercial register held by the District Court Bratislava I, Section Sro, Registration Entry No. 110671/B.
1.1.2. Customer shall mean the person/entity that accepted the supplier’s price offer and thus became a party to the sale purchase agreement/contract for works with the supplier.
1.1.3. Price offer shall mean the supplier’s price offer drafted on the basis of the customer’s requests; these GTC are deemed to make an inseparable part of the price offer. A price offer may be sent also via electronic communication.
1.1.4. Acceptance shall signify the accepting by the customer of the price offer by means of: i) delivering a confirmative email to the email address of the supplier stated in the price offer, as well as ii) paying a part of the price pursuant to Clause 6.2.1 hereof. In case the supplier has doubts about the contents of the legal act of acceptance or about the person who has realized the act of acceptance, the supplier may insist on delivering the original price offer signed by the customer in the manner stated pursuant to Clause 19.1 hereof. These GTC are deemed to make an inseparable part of the price offer.
1.1.5. Contract shall mean the price offer confirmed by the acceptance within the period of validity of the price offer; from the legal point of view the contract as to its merits shall be either a sale purchase agreement or a contract for works (in case an assembly is a part of the delivery).
1.1.6. GTC means these general terms and conditions of supply, regulating the legal relations between the supplier and the customer. The GTC are deemed to make an inseparable part of the contract and the customer, by means of its acceptance acknowledges and confirms that it has thoroughly read these GTC and agreed with them.
1.1.7. Product or subject-matter of the delivery shall mean the output product that is the subject-matter of the delivery provided for by the contract.
1.1.8. Underlying data shall mean any technical records and information (data, information, proposals, specifications, parameters, etc.), on the basis of which the supplier delivers product.
1.1.9. Technical documentation is an accompanying technical documentation, as the case may be, necessary for a proper use of the product.
1.1.10. New concept shall mean a product, which is not a part of the existing product line of the supplier; it is a product that is developed exclusively on the basis of the customer’s request and on the basis of the underlying data made available by the customer, with a specific regime of liability for defects.
1.2. Preliminary provisions
1.2.1. The price offer is valid through two months from the moment of its delivery to the customer. The customer shall be entitled to revoke the price offer without a cause.
1.2.2. The contract shall be deemed to be entered into at the moment of acceptance by the customer. In case the acceptance provides for any amendments, limitations or other modifications, it shall be regarded as a refusal of the price offer and as a counter-proposal. The supplier shall not be in any way liable to accept the counter-offer. In case the supplier decides to accept the counter-proposal, it shall send to the customer a new price offer with the amendments, limitations or other modifications implemented; subsequently the parties shall proceed repeatedly in line with Clause 1.2.2 hereof.
1.2.3. The GTC are integrated into the contract; any references to the contract shall therefore automatically include these GTC. Any conditions which are in contradiction to these GTC shall only be valid if expressly acknowledged by the parties in writing in the contract. All agreements and legally relevant declarations of the parties to the contract may be made also by means of electronic communication. The supplier is however entitled, without providing a specific reason, to insist that an action is realized in the form of signing a document by own-hand of the parties and delivered pursuant to Clause 19.1 hereof. A withdrawal from the contract may be realized only by a delivery pursuant to Clause 19.1 hereof.
1.2.4. Should any provision of the GTC become wholly or partially invalid, the parties to the contract shall jointly seek an arrangement having a legal and economic purpose as similar as possible to the one intended by the invalid provision.
1.2.5. Any written or verbal agreements or arrangements made between the parties shall be deemed invalid and superseded upon conclusion of the contract.
1.2.6. Any commercial offers that do not have the character of the binding price offer shall not be regarded as binding contract offers. Any data and information included in the supplier’s general catalogues, brochures or price lists regardless whether available in an email or written form, are not binding.
2. Subject-matter of delivery
2.1 The subject-matter of the delivery – product – shall be exhaustively specified in the price offer and in appendices thereto. The supplier shall be entitled to make any changes which lead to improvements provided such changes do not affect the price. The delivery does not include assembly of the products at the customer’s site save that this is expressly stipulated in the contract.
2.2 The delivery does not include any masonry work, supplies of water, electric, gas, compressed air and steam lines, downloading of the product from the truck and positioning thereof, any food ingredients, any machinery, component, service of any kind, not explicitly stipulated in the contract. The supplier does not bear any costs related to the aforementioned deliveries, or any costs related to insurances, taxes, customs fees or other fees of any kind.
2.3 The supplier does not guarantee compatibility between the product and any equipment, components, parts or other devices separately purchased by the customer.
2.4 The choice of components and technical solutions, which are not expressly specified in the contract, is up to the supplier.
2.5 The supplier is not obliged to analyse the risks associated with the subject-matter of the delivery. The customer acknowledges that the risks associated with the use of the subject-matter of the delivery depend on the specific product with which it will be used.
2.6 The supplier is not obliged to test the noise of the subject-matter of the delivery. The customer acknowledges that the noise of the subject-matter of the delivery depends on the specific product with which it will be used.
2.7 If any part of the production process, or any element that is to be used for purposes of producing the product comes from the customer or was designed by the customer, the supplier is not liable for the outcome of the process or the component and its impact on the overall functioning of the product, even if the product is not a new concept. In the event that at any stage of the production process a need for testing or a need to change the production process come up, the said testing or the respective changes are not included in the price; the supplier will be obliged to pay the price for the testing and the changes equal to the sum of the actual costs and margins of at least 10%.
2.8 Know-how regarding the customer’s production processes, the production process itself or technologies implemented are not part of the delivery.
2.9 The parties expressly stipulate that if the customer does not accept the price offer, it will be obliged to pay to the supplier any costs incurred in preparing the price offer, and that within ten days as of the receipt of the payment request.
3. Underlying data and technical documentation
3.1 By providing the supplier with the underlying data the customer represents and warrants that the supplier can rely on their factual accuracy and completeness. The customer also confirms that using the underlying data does not violate any intellectual or industrial property rights of a third party and it releases the supplier of any liability arising from such cause.
3.2 If the supplier finds out that the underlying data are factually inaccurate or incomplete, the customer shall be obliged to provide the supplier without undue delay with accurate and complete underlying data; the delivery period shall be suspended until the customer fulfils this obligation. If the accurate or complete underlying data will result in a change in the production process or the product itself, it will automatically lead to proportional increase of the price, designated by input price set at the time of the change.
3.3 If the supplier concludes that the underlying data are factually inaccurate or incomplete and that these circumstances make the delivery of the product impossible, the supplier shall be entitled to rescind from the contract. This will be without prejudice to the supplier’s right to seek compensation for the costs borne by the hitherto production process and compensation for damages, including lost profits.
3.4 Each party to the contract retains all rights to technical documents and information provided to the other (underlying data and technical documentation). No party shall make these data available to any third party, either in whole or in part, nor use them for purposes other than those for which they were handed over, without a previous written consent of the other party.
3.5 The supplier prepares for the customer only technical and other documentation, which is specified in the price offer for the subject-matter of the delivery. Any other documentation required by the customer shall be prepared by the supplier only if the customer pays the supplier the costs for the preparation of the respective documentation.
4. Regulations in force in the country of destination
4.1 Unless expressly stipulated otherwise, the production process and the products will comply with the technical and safety standards and regulations that are valid at the place of business of the supplier. If the supplier is to have regard on safety and technical standards and regulations valid at the place of destination of the product, this must be expressly stipulated in the contract and the requirements set forth by these standards and regulations must be part of the underlying data.
5. Prices
5.1 Unless otherwise agreed upon, all prices shall be deemed to be net ex works in accordance with the Incoterms 2010, excluding VAT, in Euro, without any deduction whatsoever. Applicable VAT shall be charged along with the price. Freight charges, insurance premiums, or costs for packaging, or any other items, such as fees for export, transit, import and other customs duties and fees, costs for certification of products, taxes or other public contributions, which may be imposed as the case may be in connection with this contract and the delivery of product, are not included in the price; in case these public contributions are imposed upon the supplier, the customer reimburses them in full extent.
5.2 Any costs for packaging shall be charged separately and shall not be returnable.
5.3 The supplier reserves the right to rescind from the contract in case the wage rates or the raw material prices increase substantially after the conclusion of the contract and provided that the customer is not willing to accept the increase. The customer shall be liable to reimburse the costs borne by the supplier in relation to the production process to the moment of rescission from the contract.
5.4 The customer is obliged to pay the supplier for preparation of the documentation for the subject-matter of the delivery which the customer requires if the respective documentation was not included in the price offer.
5.5 The customer is obliged to pay the supplier all costs for the provision of permits, certificates, performance of measurements and analyses for the subject-matter of the delivery, which the customer requires to be provided by the supplier. The customer is obliged to provide the supplier with all necessary assistance to obtain permits and certificates, as well as to carry out measurements and analyses, in particular, but not exclusively, to communicate to the supplier the exact technological process of manufacturing the particular product, to inform the supplier of the qualities of all substances used in the production process of the particular product, to provide the supplier with the required quantity of all the substances necessary to carry out the test of the subject-matter of the delivery as well as any other necessary assistance required by the supplier.
6. Payment conditions
6.1 Payments shall be made to the bank account specified by the supplier.
6.2 Unless agreed otherwise, the payments shall be made as follows:
6.2.1 40% of the price shall be payable within the acceptance process, based on a pro forma invoice of the supplier submitted along with the price offer. Upon receiving the payment, the supplier shall be obliged to issue a proper invoice – tax document, in line with the respective VAT law;
6.2.2 60% of the price shall be payable before the delivery of the product, on the basis of the supplier’s invoice, issued along with the notice on the readiness of the delivery of the product pursuant to Clause 10.1 of GTC, the first sentence.
6.3 An obligation to pay the price or any payments pursuant to the contract shall be regarded as fulfilled at the moment of the receipt of money on the supplier’s account.
6.4 Any costs related to the bank transfer shall be borne by the customer.
6.5 If the supplier entertains justifiable doubts that its receivables will not be paid duly or on time because of circumstances having taken place since entering into the contract, the supplier, without being limited in its rights provided for by law, shall be entitled to suspend the further performance of the contract and to retain the products ready for dispatch until the supplier will have received satisfactory securities from the customer. If the parties, within a reasonable time, do not find an agreement or if the satisfactory securities cannot be reached, the supplier shall be entitled to rescind from the contract.
6.6 If the customer delays in the agreed terms of payment, it shall be liable, without reminder, for interest on delay payment with effect from the day following the maturity date at a rate determined according to the laws, but at least at a rate of 4 per cent over the current 3-month EURIBOR target, valid at the time of the delay. The right to claim further damages is not prejudiced.
6.7 Rescission from the contract or the customer’s refusal to take over the product shall be without prejudice to the supplier’s right to retain the price already paid; in such case these payments shall be regarded as advance not repayable and shall not be returned to the customer.
6.8 The customer shall not be entitled to set off or retain amounts it is owed by the supplier, save in the event of the supplier’s bankruptcy or if statutory debt rescheduling applies to the supplier.
6.9 Irrespective of whether the conditions for the payment of the part of the price set forth in Clause 6.2.2. hereof have been fulfilled, the part of the price set forth in Clause 6.2.2 hereof and any other customer’s receivables become immediately payable in case that:
6.9.1 There is a delay with the performance of any of the customer’s obligations vis-a-vis the supplier;
6.9.2 Bankruptcy procedure has been initiated against the customer or an application for statutory debt-rescheduling has been filed;
6.9.3 A mortgage or pledge or other security instrument was set up with regard to the customer’s property and this can be reasonably regarded as jeopardising the customer’s capability to pay its debts;
6.9.4 The customer has entered into the liquidation procedure or was wound-up without liquidation;
6.9.5 The customer – natural person – deceased or has filed an application for personal bankruptcy.
6.10 The supplier is authorised to set off its debts it has towards the customer against receivables of any third parties towards the customer, which parties are in any way affiliated (by means of personal or property participation) with the supplier. In addition, the supplier is authorized to set off its debts it has towards the customer also against receivables it has towards third parties which are in any way affiliated (by means of personal or property participation) with the supplier.
6.11 If the supplier is forced to collect its receivables in legal proceedings, all costs that it has incurred in relation to these proceedings will be borne by the customer or shall be reimbursed to the supplier by the customer, as the case may be.
7. Reservation of the ownership title
7.1 The supplier retains the ownership title to the product until the price has been fully paid up. The same applies also in case that the product is being produced at the customer’s site (i.e. the delivery includes the assembly). The customer shall provide the supplier with all cooperation necessary in order to protect the ownership title. During the existence of the reservation of the ownership title the customer, at its own costs, shall insure the product for the benefit of the supplier against theft, breakdown, fire, water and other risks. It shall further take all measures to ensure that the supplier’s title is in no way prejudiced.
7.2 The reservation of the ownership title remains in place and covers also situations in which the customer is in default with payment of any accessory claims with regard to the price of any compensation for damages, contractual penalties, and interest or debt-collection costs.
7.3 As long the product delivered is subject to the reservation of the ownership title, the customer may not encumber or alienate the same other than in the ordinary course of its business.
7.4 Once the Supplier has invoked its reservation of the ownership title, it may, in particular, take possession of the product delivered. The customer shall lend its full cooperation to this end.
7.5 The supplier has a right of retention in respect of all customer’s movable property that is or will be held by the supplier for any reason whatsoever.
7.6 Even if the supplier has met its obligations arising from the contract, the reservation of the ownership title shall remain in force in case the customer does not meet its obligations under any agreement subsequently concluded in relation to the product.
8. Intellectual property rights and Confidential information
8.1 Insofar as the product includes any works that are subject of copyright or industrial property, such as software, the supplier grants to the customer a timely and territorially unlimited licence to use that work (“licence”); the licence shall however be limited for the purpose of a proper use of the product, i.e. the licence may be used only and exclusively for the products delivered; the licence shall exist throughout the use of the product. The provision of the licence is included in the price. The customer shall not be entitled to transfer or assign the licence to third parties, not to grant sub-licences. The customer remains the sole owner of the works of copyright or industrial property and remains to be entitled to use it without any limitations. As far as the works of copyright or industrial property are concerned, the customer is in any way not entitled to modify, disseminate, copy, update, duplicate, upgrade, adapt or publicise, or to handle it in any other similar manner. The customer is obliged to protect the work of copyright/industrial property against any interventions by third parties.
8.2 The supplier remains the owner of the underlying data developed by it, including trial models, production procedures, technical and other know-how and software, used during the production of the products (“confidential information”), irrespective of whether the costs of their development have been borne by the supplier or customer. The customer shall be obliged to a strict duty of confidentiality with respect to the confidential information. This information may not be disclosed to third parties, copied. The customer will owe the supplier an immediately payable penalty of € 25,000 for each breach of this obligation. This penalty may be claimed in addition to damages pursuant to the law.
8.3 The duty of confidentiality shall also cover and the following shall also be regarded as confidential information: any other information related to the supplier, in particular any information on its customers, employees, technical and production processes, accounting, price quotations, conditions and price policy, patterns of protecting its properties. Also an obligation not to disclose photos or videos of the products delivered by the supplier, without its consent, shall be considered a part of the confidentiality obligation. The customer will owe the supplier an immediately payable penalty of € 25,000 for each breach of this obligation. This penalty may be claimed in addition to damages pursuant to the law.
8.4 In case that any information media carrying the confidential information remain at the customer’s site and as far as they are not inevitable for a proper use of the product, the customer shall be obliged to return the media/confidential information to the supplier without undue delay upon supplier’s request. In case of delay, the customer shall owe the supplier an immediately payable penalty of € 1,000 per each day of delay. This penalty may be claimed in addition to damages pursuant to the law.
8.5 The customer shall use reasonable best efforts to protect the confidential information at least to the extent it protects its own information. Only the staff of the customer who reasonable needs such information shall have access to it and the customer shall impose on its staff the obligations identical to those set forth by this contract.
8.6 The duty of confidentiality shall not regard the information that the customer is obliged to provide to the public authorities, if such an obligation is imposed in a public procedure.
8.7 The duty of confidentiality with regard to confidential information shall remain in force even after the product was delivered or after the contract has ceased to exist for whatever cause.
9. Delivery period
9.1 The customer takes into account that the delivery period is set forth by the contract as an approximate period.
9.2 In setting the delivery period the supplier will assume that it will be able to perform the assignment under the conditions known to it at that time.
9.3 The delivery period shall start on the date of conclusion of the contract. The delivery period, however, shall not start before all official formalities such as, but not limited to, import, export, transit and payment permits have been completed, the main technical points and underlying data have been settled and all relevant information are in the supplier’s possession.
9.4 Compliance with the delivery period is conditional upon customer’s fulfilling of its contractual obligations and providing necessary cooperation.
9.5 The delivery period shall be reasonably extended, if : a) if the underlying data necessary for the performance of the contract is not received in time, or if the customer subsequently changes the data and information; or b) if hindrances occur which the supplier cannot prevent despite using the required care, regardless of whether they affect the supplier or the customer or a third party; such hindrances include, but shall not be limited to, epidemics, mobilisation, war, revolution, serious breakdown in the works, accidents, labour conflicts, late or deficient delivery by subcontractors of raw materials, semi-finished or finished products, the need to scrap important work pieces, official actions or omissions by any state authorities or public bodies, natural catastrophes, acts of God; or c) if the customer or a third party is behind schedule with work it has to execute, or with the performance of its contractual obligations that are vital for a due delivery of the product.
9.6 The customer shall be entitled to claim damages for delayed delivery in so far as it can be proved that the delay has been caused through the fault of the supplier and that the customer has suffered a loss as a result of such delay. If an alternative performance can be supplied to accommodate the customer, the latter is not entitled to any damages for delay. Damages for delayed delivery shall not exceed 0,5 per cent of the price of the subject of the delivery in delay for every full week’s delay and shall in no case whatsoever altogether exceed 5 per cent of the price of the subject of the delivery in delay. In addition, no damages at all shall be due for the first two weeks of delay.
10. Transfer of the risks of damage
10.1 Delivery shall be made ex works in accordance with the Incoterms 2010; the supplier fulfils its duty to deliver the product at the moment, in which the product is made available to the customer at the supplier’s production site; at this moment the risk attached to the product passes to the customer. The supplier is obliged to notify the customer with a reasonable notice in advance on the product being ready to be taken over, indicating the date of the delivery.
10.2 The supplier shall not be obliged to deliver the product and shall not be in delay insofar as the part of the price set forth in Clause 6.2.2. of GTC has not been paid.
10.3 In the event of a purchase in which a product is exchanged and the customer retains the product to be exchanged pending delivery of the new product, the risk attached to the product to be exchanged remains with the customer until it has placed this product in the possession of the supplier.
10.4 The risk attached to the product which is assembled at the customer’s site always remains with the customer.
11. Taking-over and inspection of the product
11.1 The supplier is obliged to inform the customer on the product being ready for taking-over and on the moment in which the product will be delivered (Clause 10.1 of GTC); if testing was agreed as a part of the delivery, the testing shall be made along with the delivery (Clause 11.4 of GTC). Provided that the customer does not arrive at the moment of delivery (Clause 10.1 of GTC), the product will be stored at the customer’s costs and risk. This is without prejudice to the transfer of the risk to the customer.
11.2 Upon delivery of the product the customer shall inspect the product and the results will be recorded in a delivery protocol. Upon the inspection and testing (if agreed upon) the customer shall be obliged to raise all apparent defects, indicating them in the take-over protocol. The customer shall be entitled to refuse to take over the product only if there are significant defects that clearly hinder a proper use of the product. If there are insignificant defects that do not preclude the proper use, these defects shall be indicated in the delivery protocol along with a deadline for their removal.
11.3 Lack of cooperation by the customer at the product taking-over, such as postponing the taking-over, avoiding the signing of the delivery protocol, unfounded refusal to sign the delivery protocol, shall be without prejudice on the transfer of the risk attached to the product to the customer.
11.4 If the contract provides that the testing is a part of the delivery, for a delivery to be made properly the testing must be successfully executed. The customer not being present at the testing despite having been notified in line with Clause 10.1 hereof and unless it is precluded by circumstances of force majeure, shall not prevent the testing from taking place. The testing results shall be recorded in the delivery protocol.
11.5 Testing of the product shall in any case cover only testing on dry and water surface, i.e. not on oil or not with a particular raw material to be processed by the product.
12. Warranty and liability for defects
12.1 The warranty period is twelve months. The warranty period of 6 months shall apply in case of a multi-shift system. The warranty period starts at the moment of the passage of the risk attached to the product onto the customer.
12.2 The customer is obliged to notify the supplier on any defect without undue delay after the defect has been found or should have been found with due care.
12.3 The claim must be made in writing (clause 19.1 hereof). In case the claim is made, the customer must provide the full scope of the information required for evaluating whether the claim is legitimate, including requested photo-documentation and video-documentation in a reasonable quality. In case of incomplete or incorrect information on the case, this case shall not be recognized as case that falls within the liability for defects and the customer shall reimburse the associated costs to the supplier.
12.4 In case the claim is justified, the supplier shall as soon as possible remedy the defects, and the customer shall give the supplier the possibility of doing so in full extent.
12.5 Original parts or materials that are replaced by the supplier shall become property of the supplier.
12.6 The supplier bears the costs of the removal of defects. Nevertheless, if the removal of defects must be made at the customer’s site, the customer shall bear the following costs linked to the removal of the defects:
12.6.1 all costs of transport or dispatch of components and materials;
12.6.2 costs of disassembly and assembly;
12.6.3 travel, accommodation and board expenses of the staff that is in charge of the removal of the defects.
12.7 The customer is not entitled to invoke the warranty unless it has satisfied all its obligations vis-a-vis the customer.
12.8 No warranty is given if the defects result from:
12.8.1 normal wear and tear; improper use; lack of maintenance or improper maintenance; installation, fitting, modification or repair by the customer or third parties;
12.8.2 defects in or unsuitability of components or materials originating from, or prescribed by, the customer itself;
12.8.3 defects in or unsuitability of materials or auxiliary materials used by the customer;
12.8.4 defects caused by consumables, wearing parts, filters, seals and the like;
12.8.5 defects caused by failure to observe the operating instructions, excessive loading, use of any unsuitable material, influence of chemical or electrolytic action, incorrect parameters energy sources, erection work not undertaken by the supplier, or resulting from other reasons beyond supplier’s control.
12.8.6 In case of a product expressly indicated in the contract as a new concept, the warranty shall not cover the very functionality of the product, nor the possibility to use the product for a concrete purpose; the liability for defects shall cover only the fulfilment of the underlying data in a part of basic technical parameters and specifications provided by the customer.
12.9 The warranty expires prematurely if the customer or a third party undertakes inappropriate modifications or repairs or if the customer, in case of a defect, does not immediately take all appropriate steps to mitigate the damage and give the supplier the possibility of remedying such defect.
12.10 Clauses 12.2 to 12.8 of GTC apply mutatis mutandis to any claims of the customer for any other breach of contract from the side of the supplier.
12.11 No liability is assumed for indirect damage, in particular consequential damage, including loss of profit and business.
12.12 The supplier guarantees that the subject-matter of the delivery meets all technical specifications confirmed by the customer in the price offer. Any conditions or warranties other than the description, quality or fitness for the particular purpose of the use are excluded from the warranty to the fullest extent permitted by law.
12.13 For supplies and services of subcontractors expressly requested by the customer, the supplier assumes guarantee and liability for defects only to the extent of such subcontractors’ guarantee and liability obligations.
12.14 The supplier’s advices and recommendations regarding the use of the subject-matter of the delivery do not apply to the product for which the equipment will be used and therefore it is the customer’s responsibility to ensure that the subject-matter of the delivery is fit for use with the specific product. Unless the supplier expressly agrees in writing, it is not warranted that the subject-matter of the delivery is suitable for the purpose of its use with the customer’s product, whether or not the purpose of use was communicated to the supplier and hence the warranty or liability of the supplier is excluded.
12.15 The supplier may provide to the customer after-sale services when warranty period for the product expires. Such services will be rendered only at the customer ‘s request and at an additional price agreed by the parties.
12.16 The customer may not assign any rights under the warranty to a third party.
13. Termination of the contract by the supplier
13.1 The contract cannot be terminated by notice of termination. The parties may rescind from this contract if this contract or the law so provides.
14. Exclusion of liability
14.1 The supplier’s right to claim liability of the supplier for damages caused by breaching its obligations in line with this contract shall not include in any case: a. consequential loss, including loss of business or profit, travel or transport costs, accommodation and board costs; b. damage to property belonging to the customer or other parties, located at the customer’s production site, including damage to outputs that are produced or processed by the product or that are located in the vicinity of the product; c. damage caused by the intent or wilful recklessness of the customer’s staff.
14.2 The supplier is not liable for damage to material provided by or on behalf of the customer where that damage is the result of defective character of that material.
14.3 The customer shall indemnify the supplier from and against all claims by third parties on account of product liability as a result of a defect in a product, if the product was made available by the customer to such a third party. The customer is obliged to compensate all damage suffered by the supplier in this respect, including the full costs of legal defence.
15. Right of recourse
15.1 If, through actions or omissions of the customer or of persons employed or appointed by it to perform any of its obligations, personal injury or damage to the property of third parties occurs and if a claim is made against the supplier, then the latter shall be entitled to take recourse against the customer.
16. Assembly
16.1 If the delivery includes assembly of the product at the customer’s site, the delivery period starts only after the customer has made ready the site of assembly and has notified the site readiness to the supplier; this is without prejudice to Clause 9.3 hereof. If the supplier arrives at the assembly site and discovers that the site, despite the notice on readiness, was not prepared for the carrying out of the work, the customer pays all costs associated with the re-arrival of the supplier’s workers.
16.2 The customer shall make sure that its personnel shall be fully cooperative with the supplier’s assembly personnel.
16.3 The customer must ensure that all licences, exemptions and other administrative licences necessary to carry out the work are obtained in good time. The customer is required upon the supplier’s first demand to send the supplier a copy of the documents mentioned above.
16.4 In deliveries that include assembly, the price does not include: a. the costs of earthwork, pile driving, cutting, breaking, foundation work, cementing, repair work or other construction work; b. the costs of connecting gas, water, electricity or other infrastructural facilities; c. the costs of preventing or limiting damage to any property present on or near the work site; d. the costs of removal of materials, building materials or waste; e. customer’s personnel travel, accommodation and board expenses.
16.5 The customer shall ensure that the supplier can carry out its activities without interruption and at the agreed time, at least in the normal working hours, and that the requisite facilities are made available to it when carrying out its activities. The customer shall also ensure the following supplies: a. gas, water and electricity; b. heating; c. lockable and dry storage space; d. facilities and equipment required pursuant to the public health and working conditions legislation.
16.6 The customer bears the risk of and is liable for any damage connected with loss, theft, burning and damage to property belonging to the supplier, the customer and third parties, such as tools, materials intended for the work or material used in the work, that are used at the assembly.
16.7 The customer is obliged to adequately insure itself against the risks referred to in Clause 16.6 hereof. Upon the supplier first demand the customer must send it a copy of the relevant insurance policy/policies and proof of payment of the premium. In the event of any damage the customer is required to report this to its insurer without delay for further processing and settlement.
16.8 If the customer fails to perform its obligations as described in the previous clauses and this results in delayed performance of the customer’s assembly activities, the delivery period is suspended. The customer is liable for all damage suffered by the supplier as a result of such a suspension.
16.9 The products which is to be assembled at the customer’s site is deemed to be delivered at the moment when it is made available to the customer at the assembly site; at this moment the warranty period starts. The supplier shall inform the customer on the moment of delivery with a reasonable advance notice. Clauses 10 and 11 hereof shall apply mutatis mutandis.
17. Applicable law and jurisdiction
17.1 Any disputes which might arise in relation to this contract shall primarily be resolved through negotiations of the parties. If an agreement cannot be reached, any dispute shall be resolved by Courts of Justice of the Slovak Republic.
17.2 The contract is governed by the laws of the Slovak republic.
18. Force majeure
18.1 The supplier is entitled to suspend performance of its obligations if it is temporarily prevented from performing its contractual obligations to the customer due to force majeure.
18.2 Force majeure is understood to mean, inter alia, the circumstance of failure by the supplier’s subcontractors or transport companies engaged by the supplier to perform their obligations or perform them in good time, weather conditions, earthquakes, fire, power failure, loss, theft or destruction of tools or materials, road blocks, strikes or work stoppages and import or trade restrictions.
18.3 If the supplier’s temporary inability to perform lasts for more than six months, both parties shall be entitled to rescind from the contract, but only as regards such part of the obligations that could not yet have been performed.
18.4 In the event of force majeure where performance is or becomes permanently impossible, both parties are entitled to rescind from the contract, but only as regards such part of the obligations that cannot be performed.
18.5 The parties will not be entitled to seek compensation for damage suffered or to be suffered as a result of suspension or rescission caused by the force majeure as provided for above.
19. Notices
19.1 Delivering a notice on the basis or in relation to the contract other than via electronic communication, shall mean its delivery by registered mail with the confirmation receipt slip that confirms the delivery to the other party’s address, indicated in the contract (or additionally notified by that party), by courier or by personal delivery to the other party. The delivery is also presumed on the day that the addressee party refuses to take over the correspondence or on the date of the expiration of the deposit period provided by the postal service, or on the date on which the postal service marks on the envelope a note to the effect that „the addressee has moved away “, „the addressee unknown“ or another similar note, provided that such note is true.
19.2 In case of delivery by means of electronic communication, the document is deemed delivered at the moment when it appears in the respective email agent of the addressee, and this fact was confirmed to the sender upon receiving an automatic confirmation of delivery receipt (i.e. upon requesting such confirmation in a MS Outlook, as the case may be).
19.3 In case of any change to the address for deliveries by post, fax number or email address, the affected party shall be obliged to immediately notify the other contracting party; until such a notice is made the original address, fax number or email address shall be deemed to be legitimate.
