GENERAL TERMS AND CONDITIONS
General terms and conditions for suppliers to HF NaJUS, a. s., established Lieskovec 847/124 018 41 Dubnica nad Váhom, Registration Number: 36 294 632, TIN: 2020114085, VAT Number: SK2020114085 registered in the Commercial Register of the District Court Trenčín, Section Sa, insert number 10014/R for legal persons and natural persons of business
1. Introductory provisions
1.1. These General Terms and Conditions (‘GTC’) govern legal relations between HF NaJUS, a. s., with its registered office Lieskovec 847/124, 018 41 Dubnica nad Váhom, IČO: 36 294 632, TIN: 2020114085, VAT Registration: SK2020114085 registered in the Commercial Register of the District Court Trenčín, Section Sa, insert number 10014/R as buyer (hereinafter referred to as “buyer”) and by any legal or natural person — the entrepreneur who, according to these GTC, sells goods or supplies services (‘the seller’) to the buyer. (Goods and services together, as well as ‘goods’).
1.2. Legal relations between the seller and the buyer are governed by these GTC, the contract of sale concluded between the buyer and the seller and, unless otherwise provided for in these documents, are governed by the generally binding legislation of the Slovak Republic, in particular by Act No 513/1991 Zb. Commercial Code, as amended, to the exclusion of the Vienna Convention on Sales Contracts of 1980.
1.3. For all disputes arising out of or in connection with the contract of purchase, including disputes concerning its validity, interpretation or cancellation, the competent general court of the Slovak Republic shall have jurisdiction.
1.4. The seller and the buyer may adjust the rights and obligations in the purchase agreement between them validly concluded by the rights and obligations differently from these GTC. In the event of disputes between the parties to the agreements thus concluded, the modification shall always apply at a later date of the contract concluded.
1.5. The buyer’s GTC is published on the website of www.hfnajus.sk.
1.6. The Buyer shall be entitled to unilaterally modify these GTC by publishing a change to the GTC on its website referred to in the preceding paragraph no later than thirty (30) days before the date on which the change in the GTC is to take effect. The Seller is entitled to deliver to the Buyer before the date of the change of the GTC that he does not agree to the change of the GTC. In such a case, the seller’s disagreement with the change in the GTC for the contractual relationship between the seller and the buyer will continue to apply the GTC as amended before the change. In the event that the seller does not notify the buyer in writing of his opposition to the change to the GTC before the entry into force of the change in the GTC, it shall be the same as the seller agrees to the change in the GTC.
1.7. Any terms and conditions of the seller or the terms to which the seller refers in the course of the negotiation of the conclusion of the purchase agreement are expressly excluded, regardless of whether the buyer expressly excluded them or were stated as last in the course of the contract negotiation. The Buyer declares that the purchase agreement is concluded on condition and subject to the assumption that the application of the terms and conditions under the first sentence of this paragraph is excluded.
1.8. For the duration of the purchase contract, the seller is obliged to notify the Buyer in writing within three days of any change concerning his business name, place of business or place of business, subject matter, statutory bodies (including the manner of their action on behalf of the Supplier against third parties), the conclusion of a contract for the sale of the undertaking or part of the undertaking, any event of cancellation without liquidation, entry of the seller into liquidation, the opening of enforcement proceedings on the seller’s property and the opening of bankruptcy or restructuring proceedings against the seller under Act No. 7/2005 Z. The seller is also obliged to notify the buyer in writing of the date of cancellation of the seller’s registration as a value added tax payer, the date of registration of the seller as a taxable value added tax. For the duration of the purchase agreement, a foreign seller is obliged to notify the buyer in writing of the creation and dissolution of the seller’s permanent establishment under Act No. 595/2003 Z. and the relevant double taxation avoidance contract, as well as the creation and dissolution of the establishment within the meaning of Act No. 222/2004 Z . of value added tax.
2. Conceptual definition
2.1. A buyer within the meaning of the following GTC shall be deemed to be:
Trade name: HF NaJUS, a. s.
Location: Lieskovec 847/124, 018 41 Dubnica nad Váhom, Slovak Republic
VAT Number: SK2020114085
Registered in the Commercial Register of the District Court in Trenčín, Section Sa , insert number 10014/R
2.2. The seller shall be considered as a legal person or a natural person under these GTC – the entrepreneur who sells the products or services to the buyer or has entered into a purchase agreement with the buyer in writing.
2.3. The seller and the buyer shall be deemed to be participants under these GTC.
2.4. The written form of the document shall be deemed to be the written document in the form of a letter, e-mail.
2.5. The contract of purchase means a written instrument with that name, but also any mutually confirmed proposals by the parties containing essential particulars within the meaning of the relevant legislation, in particular, the object of the purchase and/or the description of the service the number of the buyer’s centre, the inventory number of the buyer’s property, the date of delivery, the delivery date, the purchase price, the sign of the participants and/or the buyer’s order confirmed by the seller with all the above mentioned particulars by which the seller undertakes to deliver the buyer the goods and/or determined individually or in quantity and type and to transfer to the seller the right to the goods and the buyer undertakes to pay the purchase price. The subject of the sales contract is only the goods expressly stated and specified in the sales contract and/ or in the order.
2.6. The contract of sale concluded is the only and complete document between the parties in whose case and all previous arrangements of the parties in the case in which the case, both written and oral, becomes invalid by the conclusion of the sales contract, except for the seller’s liability for defects in the goods and liability for the seller’s delay.
2.7. The subject of the sales contract is the arrangement of the parties on mutual rights and obligations for the delivery of the goods, all in the manner and under the conditions set out in the sales contract and in these GTC. The seller undertakes to deliver to the buyer the goods, which is specified in the purchase contract and to transfer to the buyer the ownership of the goods. The buyer undertakes to pay the seller the agreed purchase price for the goods delivered properly and in a timely manner.
2.8. Unless expressly agreed in the sales contract or it does not follow that the parties have agreed to a recurring or continuous performance, this sales contract does not create an obligation for the buyer to order from the seller the goods or a minimum quantity of goods or goods at a minimum value, regardless that the contract of sale is concluded for a fixed period or the contract contains an estimated quantity of the goods or their estimated value.
2.9. The supply of goods is not the seller’s exclusive right and the buyer is entitled to enter into a contract for the supply of the same goods with any third party without any notification or other obligation towards the seller.
2.10. Goods within the meaning of these GTC shall be deemed to be the products and services offered by the seller for sale and/or delivery.
2.11. The seller will confirm the buyer’s order no later than two (2) working days after receipt. If acceptance of the order is not confirmed by the buyer within two (2) working days of receipt, the Buyer reserves the right to withdraw from the order
2.12. The response to the offer which appears to be accepted by the offer but contains any additions, restrictions or any other changes shall always be considered as a new offer and require acceptance by the buyer. The Buyer hereby excludes the acceptance of the offer with an addition or deviation in advance. The timely adoption of the proposal shall take effect at the time when consent to the content of the proposal is given to the Contracting Party.
2.13. The seller is responsible for the fact that the goods are not burdened with any rights of third parties which would in any way restrict or prevent their acquisition by the buyer and its use.
3. Delivery terms
3.1. The seller is obliged to deliver the goods properly and in a timely manner within the time limit agreed by the parties in the purchase contract and/ or order. The place of delivery of the goods is the place defined by the participants as the delivery point in the binding order, otherwise the registered office of the buyer. All delivery terms are governed by international rules for the interpretation of incoterms 2010 delivery clauses issued by the International Chamber of Commerce in Paris.
3.2. The seller is obliged to deliver the goods according to his description, specification, characteristics, or other destination in the purchase contract and of the highest possible quality. If the goods are not specified, the seller is obliged to deliver goods which correspond to the purpose for which they are normally used and which have the usual characteristics. If the goods do not correspond to the above characteristics, they have a defect. The defect of the goods is also considered to be the supply of goods other than the ordered goods.
3.3. The seller is obliged to deliver the goods in the quantity specified in the contract.
3.4. If the buyer provides the seller or the seller provides the buyer with samples, documents or other materials before the goods are delivered, the seller is obliged to supply the goods, the characteristics of which correspond to those samples, documents or materials.
3.5. The Seller undertakes that the goods will comply with the relevant legislation, including the legislation determining the quality, safety, performance, effectiveness or other characteristic of the goods permitted for use as well as the relevant technical standards, including technical standards, which are not binding and which are not in consistent with mandatory technical standards.
3.6. The seller is obliged to deliver goods which are free of legal obligations, in particular, undertakes that goods to which the buyer is to acquire or otherwise acquire the right or otherwise use the right will not be the subject of a lien, other rights of third parties, subject to enforcement proceedings, will not form part of the bankruptcy or restructuring estate and that the seller will not be its unrestricted owner at the time of its delivery.
3.7. The seller is not entitled to deliver the goods in parts unless otherwise specified by the buyer.
3.8. If the seller’s obligation can be fulfilled in several ways, the buyer has the right to determine the method of performance. The seller is obliged to inform the buyer of possible ways to fulfill the obligation. The Buyer is entitled to change the way the obligation is fulfilled without the seller’s prior consent.
3.9. The performance must correspond precisely to the agreed conditions and must be carried out within the specified time limit.
3.10. The Buyer is not obliged to take over the unseated partial performance or the performance of a larger quantity. All transactions provided by the seller above the scope agreed in the purchase contract must be agreed in advance in writing by the buyer, as well as the performance before the agreed date is possible only after the prior written consent of the buyer. Any performance prior to the granting of this consent is not obliged by the buyer to take over or pay.
3.11. The seller is obliged to inform the buyer in writing of the readiness of the delivery of the goods, at the latest three (3) business days in advance.
3.12. The seller is obliged to pack and transport the goods in such a way as not to damage them by mechanical, atmospheric or other effects, and at the same time that they can be transported safely and can be handled in an appropriate manner in the manner of the goods. Use the Europalet packing unit as a matter of priority with dimension of 1200×800×144 mm.
3.13. The seller is obliged to attach to each delivery of the goods a delivery letter containing in particular the indication of the buyer’s order or purchase contract, the date of delivery of the goods for transport, the marking and quantity of the items of goods, the marking and type of packaging, the mode of transport and the confirmation of the carrier of the carry-on the transport of the goods, this control must be ensured by the seller. The above markings must also appear on the packaging of the goods, at least to the extent of: the seller’s name, the indication and quantity of the items in the package, the indication of the buyer’s order or the purchase contract.
3.14. When handing over the goods, the Seller is obliged to hand over to the buyer the documents necessary for the taking over and proper use of the goods, in particular any documents, certificates, protocols, declarations, test results, if required, operating, repair or maintenance instructions and other technical documentation in Slovak, unless the buyer agrees in writing to hand over these documents in another language. If it is necessary to maintain specific rules when using the goods, in particular where the use of the goods is governed by instructions, the seller is obliged to inform the buyer of such rules at the latest when the goods are handed over.
3.15. Where the subject of the contract of sale is the goods to be tested, the moment of receipt of the goods by the buyer shall be deemed to be the moment of successful completion of the tests in which no defects in the goods have been identified.
3.16. The seller is obliged to hand over goods which are free of any If the goods are defects when the defect is handed over, the buyer is not obliged to take it over.
3.17. The Buyer acquires ownership of the goods at the time of their receipt or payment of the purchase price for the goods, which is the earlier.
3.18. The seller is obliged to perform the obligations in person and is entitled to use for the performance of his obligations subcontractor only with the prior written consent of the buyer. The buyer’s prior written consent is not necessary if the seller is obliged to appoint an authorised representative in connection with the management of waste or to fulfil the seller’s obligations relating to the transport of goods. If the seller fulfils his obligations with the help of a subcontractor, the seller shall correspond as if the obligation had been fulfilled himself. The seller is obliged to ensure that the subcontractor does not meet the obligations of the seller with the help of another subcontractor.
4. Price of goods and payment terms
4.1. The price of the goods shall be negotiated by agreement of the parties in the delivery parity of the DAP of the registered office of the buyer within the meaning of INCOTERMS 2020.
4.2. The agreed price is fixed and complete, regardless of any change in the seller’s entry costs.
4.3. Where the subject of a sales contract is the supply of more or more separable goods, the buyer is entitled to require the seller to divide the price in detail into individual goods or to determine the unit price of the goods.
4.4. Any costs incurred by the seller in connection with the performance of the obligations arising from the purchase contract shall be included in the agreed purchase price, in particular the costs of packaging, transport and delivery, the costs of fulfilling the obligations for the management of waste, insurance, customs, storage, bank charges, etc.
4.5. The amount of the agreed purchase price is not affected by the seller delivered the goods during non-working days.
4.6. The Buyer undertakes to pay the purchase price on the basis of the seller’s invoice, the seller’s right to issue the invoice arises by orderly.
4.7. The seller is obliged to send the invoice exclusively by electronic form to the e-mail address of HF NaJUS a. s. in the form of email@example.com without undue delay after the inception of his right to issue the invoice.
4.8. The invoice issued by the seller is due within sixty (60) days of the date of the taxable transaction, which, in the case of delivery of goods with defects, is extended by a period of time, unless the defects are eliminated, having the particulars of the tax document and the commercial document, and in particular the identification of the goods and their quantity, the indication of the order or purchase contract, the date of the taxable transaction, the date of issue of the invoice, the date of dispatch of the invoice , the name of the delivery note and the payment details of the seller.
4.9. If the maturity of the pecuniary obligation to be satisfied by payment into the seller’s account falls on a non-working day or on another day when the buyer’s bank is not operating and does not pay the obligation, the repayment period shall be extended to the next business day on which the buyer’s bank carries out such activity. Fulfilling the buyer’s obligation means filing a transfer order with the buyer’s bank to write off the amount of the pecuniary obligation or to send that amount by post to the seller’s account.
4.10. Any fees of the seller’s receiving bank in connection with the fulfilment of the buyer’s monetary obligation shall be borne by the seller.
4.11. The condition of the payment of the seller’s claims is that the buyer has at his disposal verifiable and formal administrative tax documents.
4.12. In the event of defective performance, the buyer is entitled to withhold payment until the proper performance.
4.13. At the request of the buyer, the seller is obliged to prove that he is the owner of the account to which payments are to be paid under the contract concluded with the buyer or any other account he uses in the course of trade with the buyer. Until such fact is as proof as possible, the buyer is entitled to withhold payments.
4.14. The Seller is obliged, at the buyer’s request, to inform about the current state of open accounting items arising from the mutual trade, which are contained in the seller’s accounts at the decisive date, if this is necessary to clarify and to reconcile the contradictions with the situation contained in the buyer’s accounts.
4.15. The Buyer is entitled to return the invoice for reprocessing, unless the due date is at least 60 days and/or the invoice has been delivered to the buyer after the due date has started. It is preferred that the starting date of the due date is the date of receipt of the invoice.
4.16. The purchase price shall be paid by non-cash bank transfer in accordance with the payment details of the seller on the invoice and its payment means the write-off of the relevant purchase price from the buyer’s account.
4.17. The Seller is not entitled to give his claims against third parties without the buyer’s prior written consent, nor to base these claims on the benefit of third parties.
5. Liability insurance
5.1. The seller undertakes to secure and present to the buyer, at the latest on the date of entry into force of the purchase contract, a document proving that the seller has a duly concluded insurance contract for liability insurance and liability insurance. These insurance contracts must be maintained until all claims and rights from the contract of purchase have been settled.
6. Quality and liability requirements for defects
6.1. The seller is obliged to deliver the goods in quantity, quality and execution specified by these GTC and the sales contract and to secure the goods for transport in accordance with these GTC and the sales contract.
6.2. The goods have defects in cases as provided for by applicable law and/or in the event of a breach of obligations by the seller as referred to in this Article of the GTC.
6.3. Any deviations from the technical and other product specifications and approved reference samples shall be considered non-conformity, and the seller shall be informed of them without delay by a complaint. The complaint also means a disagreement which results in the replacement of the seller’s original goods. The replacement of the original goods shall also be understood as the following means: replacement of goods, sorting, correction, financial compensation, replacement delivery.
6.4. The seller is obliged to send information to the buyer about immediate action by means of a report within 24 hours of receipt of the claim. The next procedure for the treatment of the claim will be determined according to the specific situation, and the necessary and effective remedy of the disagreement on the part of the seller must be made as quick and efficient as possible, including the determination of remedies, so that the claim is addressed within 14 days of the date of receipt of the claim by the seller. The cost of handling the claim is borne in full by the seller. In the event that the seller is in arre term with the equipment of the complaint, the buyer is entitled, even without the seller’s consent, to eliminate defects at the seller’s expense and to inform the seller without undue delay, the buyer may also entrust a third party in this case by removing defects.
6.5. In the case of the eligibility of the claim, the seller is obliged to pay the buyer in financial form the costs associated with the administration of the claim in the amount of 100.- Eur.
6.6. Buyer reserves the right for specific business cases to specify the level of the seller’s management system at levels: “System in place within the meaning of ISO 9001”, “Established and certified system min. according to ISO 9001”, or “Certified IMS”. In the case of specific requirements of the buyer for a certified management system, the seller is obliged to send a new certificate without invitation within 3 months of the expiry of the certificate or inform the change of status. At the same time, the seller is obliged to ensure the production and delivery of the goods in such a way that its quality and characteristics fully correspond to the relevant, both parties approved technical documentation, legislation, technical standards, legislation and standards on safety and quality, of which he is obliged to keep a record and, upon request, submit it to the buyer for inspection.
6.7. The seller is obliged to inform the authorised representatives on the part of the buyer of changes in the production process and/or of the new raw materials used, before making such a change, and then agree on the next procedure, which may be:
- new sampling
- examination of dossiers
- tightened output control at the seller for a limited period
- other agreed procedure (e.g. release of production at the seller)
All deliveries after making the change must be marked in agreement with the buyer’s authorized representatives.
6.8. The seller provides for the goods a guarantee for the quality of the goods of twenty-four (24) months from its delivery to the buyer, unless otherwise agreed by the contract of sale, during which the seller is liable for defects in the goods. The seller guarantees that for the duration of the warranty period the goods delivered by him will be eligible for use for the agreed, otherwise usual purpose and that will keep the usual characteristics.
6.9. The warranty period shall begin from the date of use of the goods by the buyer, unless it is in the purchase contract.
6.10. The warranty period does not expire for the period for which the buyer may not use the goods for his defects, for which the seller is responsible.
6.11. The goods are defective, in particular, if the goods supplied do not correspond to the result specified in the sales contract, the purpose of the use of the goods, or the characteristics provided for in the sales contract or generally binding legislation or applicable technical standards.
6.12. The seller is liable for defects in the material, defects caused by the manufacturer, defects caused by the subcontractor, for legal defects and any other defects of the goods.
6.13. The supplier is liable for defects in the goods which the goods have at the time of their receipt by the buyer, even if these defects become apparent only after that time.
6.14. However, the Seller is also liable for any defects incurred after the time of receipt of the goods by the buyer, if these defects were caused by a breach of the seller’s obligation. This is without prejudice to the seller’s liability for defects for the duration of the warranty period.
6.15. The seller is responsible for defects in the goods caused by the handing over of inappropriate or incomplete documents to the buyer.
6.16. By performing a transaction with defects or defects, the sales contract by the seller is substantially infringed, and the buyer may:
- require the removal of defects by supplying replacement goods for defective goods, or
- require the delivery of the missing goods, or
- request the elimination of legal
- require the removal of defects by repairing the goods
- require a reasonable discount on the purchase price of the goods, or
- withdraw from the purchase contract.
The claims of any damages are without prejudice to the buyer’s claims against the seller for contractual fines or damages.
6.17. The Buyer is obliged to send a written complaint of defect to the seller. In the complaint, the buyer shall indicate his requirements and choice between the claims referred to in the preceding paragraph. However, due to the situation in subsequent communication with the seller, the buyer may also decide to change the choice of defect already made.
6.18. The Seller undertakes to begin removing defects without undue delay after receiving a written complaint of defect from the buyer. The seller must remove the claimed defect no later than fourteen (14) days after receipt of the written complaint, unless otherwise agreed in writing by the parties.
6.19. The quantity delivered can be claimed within fourteen (14) days of receipt of the goods by the buyer. Defects and the resulting claims as well as from the warranty are obliged by the buyer to apply in writing to the seller, without undue delay after their discovery. The seller is obliged to deliver the goods to the buyer without undue delay and/or to repair the goods and/or the goods. The period within which the claimed goods will be judged may not exceed ten (10) days from the date of the claim, in which the seller is obliged to submit a written opinion on the eligibility of the claim to the buyer. After the vain expiry of this period, the buyer has the right to withdraw from the purchase contract and to send the goods to the seller at his expense.
6.20. The seller must have in place a system of controls and preventive measures during the production process, from the control of the input materials to the dispatch of the finished products. The purpose of these preventive measures and controls is to supply without disagreement, which the seller is obliged to keep a demonstrable record of.
6.21. The seller is obliged to supply with the goods, at the request of the buyer, a quality certificate certifying that the goods conform to the approved technical documentation and meet the requirements of the relevant technical regulations, and that the seller has followed the procedure for assessing their conformity. The seller is also obliged to supply the goods at the buyer’s request copies of the relevant declarations of conformity. In order to verify the quality corresponding to the needs of the buyer, the seller is obliged to allow the audit to be carried out in its entirety, the seller also agrees that the goods may be subjected to state quality verification.
6.22. The seller is responsible for the fact that the goods or its components do not infringe the industrial and similar rights of third parties. The seller is obliged to inform the buyer in writing of the use of his own industrial rights for the goods, but neither his own nor licensing industrial rights may exclude or otherwise restrict further use or sale to buyers.
6.23. The Seller acknowledges and agrees that, on the basis of the supply of goods and services of the seller, these may be subject to an ongoing evaluation by the buyer with an impact on the inclusion in other projects, in particular with regard to:
- supply reliability (compliance with deadlines/quantities)
- trade cooperation (price level, flexibility, reaction time, …)
- quality management system (certification level)
- quality of supply and management of complaints.
7. Force majeure
7.1. The Parties shall not be responsible for the delay in fulfilling their obligations in so far as such delay is due to circumstances outside the sphere of influence of that Contracting Party, which is in arreing, in particular fire, storm, flood, earthquake, explosion, accident, war, act of terrorism, sabotage, epidemic, quarantine restrictions, embargo, natural disasters, fire, severe frosts, occurrence of contagious diseases, state of war, civil unrest, mobilisation, blockade, general strike, or official or state measures which participants cannot remove or influence, etc. A Contracting Party referring to these circumstances shall notify the other Party in writing without undue delay of the occurrence of these circumstances and, if these circumstances last for more than three (3) months without interruption, the other party shall be entitled to withdraw from the sales contract.
7.2. If the buyer is prevented by circumstances of force majeure to assume the performance at the agreed place, for the duration of this obstacle, the delay of the buyer with the takeover is excluded, just as the seller’s claims for compensation or compensation are excluded. For the duration of this obstacle, the seller is obliged to store the goods at his own expense and danger.
8.1. In the event that the buyer is in default with payment of the purchase price, the seller has the right to demand payment of statutory interest on late payment from the buyer.
8.2. In the event that the seller is in arrear with the delivery of the goods to the buyer, he is obliged to pay the buyer a contractual penalty totally 10 (ten) percent of the total purchase price negotiated in the purchase contract.
8.3. In the event that the seller delivers to the buyer goods of a different quality than that negotiated in the contract of sale, he is obliged to pay the buyer a contractual penalty totally 10 ( ten ) percent of the total purchase price negotiated in the purchase contract.
8.4. In the event that the seller breaches any obligation arising from these GTC (except for the obligation to deliver the goods of the required quality on a timely basis, for which the infringement is subject to the penalty in points 8.2 and 8.3), the buyer shall have the right to require the seller to pay a contractual penalty of EUR 100.- EUR (100) for each individual breach of the obligation arising from these GTC.
8.5. The Buyer is entitled to set off the claim for payment of the contractual penalty under points 2 and 3 of this Article against the seller’s claim for payment of the purchase price.
8.6. The provisions on interest on late payment and the contractual penalty shall not affect any obligation to reimburse the buyer for the damage caused, which is a separate claim. The seller is obliged to compensate the buyer for the damage caused to the buyer by not supplying the goods, delay in the delivery of the goods or delivery of goods of a quality other than that arranged in the purchase contract.
9. Duration of the contract of purchase
9.1. In the following cases, the buyer is entitled to withdraw from the purchase contract:
- the seller is in arreer with the delivery of the goods for more than fifteen (15) days;
- the seller has not fulfilled the subject matter of the purchase contract properly (the goods have defects);
- insolvency, enforcement or other analogous proceedings have been opened with the seller;
- the seller has entered into liquidation;
- the seller has ceased one of his activities without which the purpose of the purchase contract cannot be met.
10.1. The Seller hereby declares that, within the meaning of Act No. 122/2013 Z.z. on the protection of personal data, as amended, the Seller agrees to process and store his personal data, in particular the data he has stated during the order or communication with the buyer, and at the same time agrees to process it in all his information systems. The seller grants the buyer this consent for an indefinite period. Consent may be withdrawn in writing at any time at the address of the company’s registered office or by e-mail at: firstname.lastname@example.org.
10.2. The Seller agrees to the processing of his personal data: first and last name, address of residence, billing address, identification number, tax identification number, e-mail address, telephone number (hereinafter referred to as “personal data”).
10.3. The Seller agrees to the processing of personal data by the Buyer, for the purpose of realizing rights and obligations under the purchase contract and for the purpose of sending information and commercial notices to the seller. The Seller acknowledges that he is obliged to state his personal data correctly and truthfully when ordering and that he is obliged to inform the buyer without undue delay of a change in his personal data.
10.4. Personal data will be processed for the duration of the consent given. Personal data will be processed in electronic form in an automated or printed form in a non-automated manner, including through third parties, even outside the territory of the Slovak Republic in another EU Member State. The seller’s personal data will be registered in the buyer’s register and processed by the designated employees of the buyer.
10.5. The Seller confirms that the personal data provided are accurate and that he has been informed that this is a voluntary disclosure of personal data.
10.6. As a data subject within the meaning of act No. 18/2018 Z.z. on the protection of personal data, the Seller declares that he has been informed of his rights under the provisions of Act No. 18/2018 Act No. 18/2018 Act On the Protection of Personal Data.
10.7. No specific categories of personal data are required or provided, only common categories of personal data.
10.8. Personal data are stored for the duration of storage as determined by applicable law. The buyer is thus the controller of the processing of personal data.
10.9.The seller declares that he is aware that the provision of personal data is a contractual requirement.
10.10. The buyer, as controller of personal data, hereby instructs the seller and the seller hereby declares that he has been informed by the buyer, as the controller of personal data, that the legal basis for the processing of personal data is Regulation EU 2016/679 of 27.04.2016 (the “Regulation”) and the protection of personal data is appropriately covered by Act No. 18/2018 Z.z. The processing of personal data is necessary for the performance of the purchase contract or order to which the seller and the buyer are party. Personal data must therefore be provided to the buyer as the operator, because without it is possible to make any order, conclude a sales contract and deliver the goods. Personal data are used only for the above purposes and to the extent necessary. The buyer is entitled to continue to provide personal data on the basis of the consent given to the persons – processors of processing and recipients involved in the purpose of the processing of personal data. Such persons are, in particular, contractors such as postal undertakings, transport and courier companies, internet portal operators, information technology and advisory entities, and persons authorised to represent the company of the operator as well as its authorised employees.
10.11. According to the Regulation, the seller has rights
- at any time of withdrawing its consent, the appeal shall not affect the lawfulness of the processing based on the consent granted prior to its appeal;
- request access to his personal data from the Controller;
- to correct personal data;
- to delete personal data;
- to restrict the processing of personal data;
- object to the processing of personal data;
- on the portability of personal data;
- be informed of the source from which the personal data originate or whether they come from publicly available sources if the personal data were not obtained from the seller;
- lodge a complaint with the supervisory authority or the initiation of proceedings with the Data Protection Authority.
10.12. It is in accordance with point 11 of this Article that the seller is entitled to apply by sending an application, to the buyer’s registered office as the operator or by sending an e-mail to the address referred to in point 1 of this Article. It must be apparent from the application which of the rights specified above is used by the applicant, in what way, or for what reason.
11. Confidentiality of information
11.1. Confidential information shall be any information in publicly inaccessible, whether technical, commercial, financial, operational or any other information provided by the buyer to the seller in connection with the sales contract or which the seller becomes aware of in any other way in connection with the sales contract or the information to be treated, in view of the circumstances known to the seller when it is provided as confidential, or any information and data , of a nature of which is understandable to any person that they are confidential (‘confidential information’). Confidential information shall include, in particular, any technical, commercial, financial, commercial or operational information, trade secrets, know-how, specifications, plans, sketches, models, samples, data, computer programs, software, documentation or any intellectual property rights in any form, whether captured by the material or orally provided, as well as information received from a person other than the buyer, in so far as that person is obliged to treat them as confidential.
11.2. In respect of all confidential information disclosed by the parties in the context of the seller’s and buyer’s contractual relationship and/or which is marked or considered confidential and/or is, in other circumstances, recognisable as confidential and/or commercial secrets disclosed to the Seller (hereinafter referred to as “confidential information”), each party shall:
- for the duration of this contractual relationship, as well as after its termination, retain any confidential information and shall not reproduce or disclose such information to third parties or otherwise use it;
- to ensure and comply with the appropriate technical, organisational and other measures necessary to protect confidential information which has been or will be made available to it from tampering with it, but at least such measures as are comparable to those which it observes in the protection of its own data of a similar nature and importance;
- use confidential information only for the purposes of the sales contract and will not use confidential information for any purpose without any time limit, but shall not, without any time limit, disclose any confidential information to third parties without any time limit;
- to provide confidential information only to the extent necessary and solely for the purposes of the sales contract to its employees, authorised or authorised persons and other agents, as well as to their external tax, legal and other professional advisers and consultants, in so far as such persons have agreed to be bound by compliance with the confidentiality of the information under the same conditions as those laid down in these GTC; in the case of disclosure of confidential information to the persons referred to in this point, the seller shall be responsible for protecting the information thus provided as if he had processed the information himself;
- disclose confidential information to third parties only with the buyer’s prior written consent.
11.3. The provisions of point 2 of this Article shall not apply to confidential information which:
- are or have become known to the public without any breach of obligations or assistance from the Contracting Parties;
- have been known to one of the Contracting Parties prior to the conclusion of the contractual relationship or have been provided to it by a third party as non-confidential information and that third party has not breached its own obligation of professional secrecy;
- they are duly made available on the basis of a legal obligation, a regulation of a court with jurisdiction or another regulatory authority, provided that in this case the Contracting Party which is obliged to make the information available immediately informs the other Contracting Party before the information is made available.
11.4. The Seller shall notify the Buyer of any unauthorized manipulation of confidential information on his part or by another person as soon as he has established this fact and undertakes to make every effort, in cooperation with the Buyer, to eliminate the consequences of such tampering, to prevent further tampering and also to ensure and restore all measures necessary to protect confidential information within the meaning of these GTC.
11.5. The Seller shall return to the Buyer, upon request, all originals, copies, reproductions or other summaries of confidential information. All documents, documents, notes and other documents, also, but not only, electronic versions or copies, such as electronic versions or copies, shall be used for the purposes of this Regulation. e-mail, computer files, whether in the machine code or normally legible, which have been made out on the basis of confidential information provided by the seller, his staff, agents, authorised persons, cooperating persons and other persons must be destroyed at the buyer’s request and their destruction confirmed in writing to the buyer.
11.6. All confidential information is and will always be the property of the buyer. By providing confidential information to the seller, the buyer does not in any way expressly or indirectly license the seller or licenses any use of patents, copyrights, trademarks, trade secrets, as well as other intellectual property rights or other rights belonging to the Buyer or third parties.
11.7. All legal obligations of professional secrecy shall remain unaffected by the provisions of this Article.
11.8. The obligation to conceal confidential information shall apply, irrespective of whether the contract has been concluded, also to information obtained during the bidding phase and after the end of the contract.
11.9. The seller may point out the commercial relationship with the buyer in his advertisement only if the buyer agrees in advance in writing.
11.10. In the event of a breach of any obligation arising out of this Article of these GTC, in particular, but not exclusively, a breach of any obligation referred to in point 2 of this Article, the buyer shall be entitled, but not obliged, to require the seller to pay a contractual penalty of EUR 10,000 (in the word ten thousand euros) for each such breach of obligation. The contractual penalty is payable on the basis of an invoice issued by the buyer within 14 days of its receipt. The seller hereby undertakes to pay the contractual penalty charged by the buyer properly and in a timely manner. By paying a contractual penalty under these GTC, the buyer’s right to compensation shall not be extinguished in its entirety. At the same time, the seller is obliged to pay compensation to the buyer even if the breach of the obligation secured by the contractual penalty has not caused the damage in excess of the contractual penalty.
12. Final provisions
12.1. General terms and conditions form an integral part of the contract and/or order and may be amended only in the form of appendices in writing.
12.2. If any provision of these GTC and the other agreements concerned were or became invalid, then the validity of the contract of purchase as a whole is without prejudice. The Contracting Parties undertake to replace the invalid provision with a provision in force which best corresponds to the economic purpose of the provision of the invalid one.
12.3. These general terms and conditions are made in Slovak and English. In case of discrepancies between language versions, the Slovak version takes precedence.
12.4. In the event that there is a conflict between these GTC and the contractual relationship, the contractual relationship shall be that the contractual relationship is superior to that GTC.
12.5. By confirming the buyer’s order, the Seller confirms the contents of these GTC and consent to their contents.
These general terms and conditions are valid and effective as of 01.06.2019