GTC – URANPRES, spol. s r.o.

GENERAL TERMS AND CONDITIONS FOR THE EXECUTION OF WORKS, SUPPLY OF WORKS OR PROVISION OF SERVICES

effective from 01.08.2021

Part. 1 Fundamental provisions

1.1 These General Terms and Conditions (hereinafter referred to as “GTC”) are contractual terms and conditions within the meaning of Section 273 of Act No. 513/1991 Coll., the Commercial Code, as amended (hereinafter referred to as “CC”) and apply to all contractual relations concluded between the below-mentioned company: URANPRES, spol. s r.o. as the Customer and a natural and/or legal person as the Supplier and are an integral part of:

a) An Order/Contract, the subject of which is the performance of the Work and/or the provision of installation services; or
b) a Contract the subject matter of which is the provision of a service or the performance of an activity; or
c) an unnamed contract, i.e. one which is not expressly provided for as a type of contract in the statutory provisions, but the parties sufficiently specify the subject matter of their obligations (zmluvné typy uvedené v bode 1.1 písm. a), b) a c) môžu byť označené ďalej len ako „Zmluva“ alebo „Zmluvy“).

1.2 URANPRES, spol. s r.o., registered office: Registered office: Čapajevova 29, 080 01 Prešov , registered in the Commercial Register of the District Court of Prešov, Section: Sro, Insert No. 27807/P, ID No.: 31676855, in contractual relations acts on the part of the Customer and in these GTC is hereinafter referred to as “Customer”.

1.3 The Customer’s correspondence address for delivery of invoices is Čapajevova 29, 080 01 Prešov.

1.4 The other contracting party – the natural person and/or legal entity performing the Work and/or supplying installation services and/or other services and/or activities in the contractual relations acting on the side of the Supplier, the Contractor is hereinafter referred to in the GTC as the “Contractor”.

1.5 For the purposes of these GTC, the parties shall be referred to as the Customer and the Supplier together.

1.6 The application of the General Terms and Conditions of the other Party or any other General Terms and Conditions is hereby expressly excluded, unless the Parties agree otherwise in writing.

1.7 The terms and conditions are available on the website https://www.uranpres.sk/vop/

The GTC do not have to be attached to the contract or order, a reference to the place of their publication is sufficient. The Supplier shall be deemed to have accepted them and to agree to their contents and to comply with them.

1.8 Order – The Customer submits a draft Contract by Order delivered to the Supplier, where the Order specifies the deadline for acceptance of the draft Contract (for the purposes of the GTC referred to as the “Order”). Unless a different time period is expressly stated in the Order, then the time period for acceptance (binding acceptance of the Order) shall be 3 business days from receipt of the Order.

1.9 Binding acceptance of the Order is a written or e-mail confirmation of the Order by the Supplier or the performance of any other act by the Supplier, the content of which indicates the Supplier’s intention to be bound by the Order, regardless of verbal expression (e.g. in which case the acceptance of the Order shall be effective at the moment when such act is performed, if it is performed before the expiry of the time limit applicable for acceptance of the Order or the expiry of the time limit for acceptance of the Order referred to in clause 1.8 (hereinafter referred to as the “Order Confirmation”). In the event of acceptance of an Order otherwise than in writing, the Supplier shall promptly deliver a written copy of the signed Order.

1.10 Conclusion of the Contract – The Contract shall come into force and effect on the date of delivery of the confirmation of the Order to the Customer (hereinafter referred to as “conclusion of the Contract”).

1.11 Work means the making of a thing, unless it is covered by a contract of sale, the assembly of a thing, its maintenance, the carrying out of an agreed repair or modification of a thing, or the tangible result of another activity. Work shall always mean the construction, installation, maintenance, repair or alteration of a building or part thereof (hereinafter referred to as “Work”). The exact specification of the Work and the conditions for its performance are set out in the Customer’s Purchase Order or the Contract, as the case may be.

1.12 Service means the Supplier’s activities and/or works within the scope and under the conditions specified in the Order or the Contract, e.g. assembly and production works, etc. (hereinafter referred to as “Service”) (for the purposes of the GTC, the Work and the Service together are hereinafter also referred to as the “Supply”).

1.13 The place of delivery of the Supplies shall be the registered office of the Customer, unless the Customer has specified a different place of delivery in the Order or the Contract or unless the Parties expressly agree otherwise in writing (hereinafter referred to as the “Place of Delivery”).

1.14 For the purposes of these GTC, the Supplier’s employees shall mean all persons who perform the service on behalf of/for the Supplier, irrespective of the fact what legal relationship is concluded between these persons and the Supplier. For the avoidance of doubt, for the purposes of these GTC, the Supplier’s employees shall be defined as all natural persons and/or legal entities who carry out the Supply at the place of delivery of the Supply on behalf and for the account of the Supplier (“Supplier’s employees”).

1.15 The Investor is the natural or legal person who is the end user of the Supply.

1.16 Project means the Deliverables ordered by the Investor and specified in whole or in part in the Purchase Order/Contract.

Part 2 Payment conditions

2.1 The price for the Supply shall be agreed in the Contract or specified in the Order. The agreed price for the Supply shall remain unchanged throughout the duration of the Contract and may only be changed by written agreement of the Parties. For the avoidance of doubt, the price for the Supply shall be the final price and shall include excise duties as well as other taxes excluding VAT; the price shall also include customs duties on imported goods and other payments levied in accordance with the law, all costs of the Supplier related to the performance and/or delivery of the service/work, in particular transport costs, including loading and unloading costs, as well as packaging costs, installation costs, testing costs, commissioning costs, costs of training of the operator, costs of supplying a sample, etc. unless otherwise specified in the Order or the Contract. The Supplier shall add VAT to the price for the Supply at the rate specified by the relevant legislation in force at the time of invoicing.

2.2 Any additional work beyond the defined scope of the Deliverables shall only be performed with the prior written consent of the Customer in the form of a written addendum to the Purchase Order/Contract.

2.3 Changing the Delivery Price is only possible:

a) For extra work, the need for which arose during the execution of the work, which was not included in the scope of the Supply and which the Supplier could not have foreseen with the exercise of professional competence. The need for additional works announced by the Supplier or the Client’s request for additional works shall be mutually confirmed by the Parties exclusively in the form of an addendum to the Contract. The Supplier shall notify the Customer in writing of the need for the extra work and the amount of the requested increase in the Price without undue delay after becoming aware of this fact, otherwise any right of the Supplier to increase the Price of the Supply, if any, shall be extinguished.
b) For less work not performed, where the Price will be reduced by the extent of the work not performed based on the unit prices shown on the Bill of Quantities.

2.4 Prices for extra work will be charged as follows:

a) in the case of Deliverables that are unit-priced in the Contract, the Supplier shall charge this unit price also for extra work,
b) in the case of Supplies for which a unit price is not agreed in the Contract, the Parties shall agree on the price of such Supplies.

2.5 The Customer is obliged to pay the price for the duly and timely delivered service / Work after proper acceptance of the Supply on the basis of the Supplier’s invoice issued no later than 15 days after delivery of the Supply with a due date of 45 days from the delivery of the invoice to the Customer, unless a different due date is specified in the Order or the Contract.

2.6 The Customer’s monetary obligation shall be deemed fulfilled when the relevant amount of funds is debited from the Customer’s bank account in favour of the Supplier’s bank account.

2.7 Invoices for payment must contain the elements of an invoice as a tax document. Individual invoices shall (unless otherwise required by applicable law) contain: the name of the obligor and the beneficiary, the registered office address, the invoice number, the date of dispatch and the due date of the invoice, the name of the monetary institution and the number of the account into which the invoiced amount is to be paid, the designation of the subject of the contract, the stamp and signature of the authorised person. VAT shall be stated on the invoice in accordance with the current version of the VAT Act. In the event that, according to the applicable VAT Act and after assessment of the activities which are the subject of the Contract, these activities are assessed as construction activities classified in Section F of the CPA 2015 statistical classification, the reverse charge regime shall apply and the invoice shall be issued without VAT, i.e. within the meaning of Section 69(12)(j) of the VAT Act under the reverse charge regime. Each invoice shall be accompanied by a verification report confirmed by the signature of an authorised person of the Customer in respect of the signing of the inventory and reconciliation of invoices.

2.8 The Customer shall carry out a substantive and formal check of each invoice prior to the transfer of funds. In the event that an invoice does not contain the particulars required by law and those declared in the Contract, the Customer shall return the invoice to the Supplier for completion. In such case, the due date shall be interrupted and a new due date shall commence upon delivery of a proper invoice to the Customer.

2.9 The Parties agree that 5% of the price of the Supply (excluding VAT) is a retainer and 5% of the price of the Supply (excluding VAT) is a guarantee security. The retention and guarantee security under the Contract shall be withheld by the Customer for the purpose of securing the Supplier’s obligation to perform the subject matter of the Contract in a proper and timely manner. The Parties agree that the Customer shall be entitled to set off against the retention and guarantee security its claims against the Contractor for defects in the Deliverables, claims for contractual penalty, discounts on the price of the Deliverables, compensation for damages, additional costs and losses of the Customer arising from the failure of the Contractor to comply with the time schedule for the progress of the works, costs incurred by the Customer as a result of withdrawal from the Contract and/or other costs incurred by the Customer as a result of the Contractor’s breach of its contractual obligations. The retainage and the Guarantee Bond shall be created by the Customer withholding from each invoice an amount equal to 10% of the invoiced amount (excluding VAT).

2.10 The Parties agree that the retainage and the Guarantee Security or part thereof shall be paid to the Contractor (released to the Contractor) in the event that they are not used by the Client in accordance with this Contract, as follows:

2.10.1 he retention fee shall be released by the Customer if the Delivery is duly and timely fulfilled in accordance with the Contract (the Supplier shall submit a copy of the Delivery Handover and Acceptance Protocol signed by the Customer to prove this fact), after 30 days have elapsed from the date of acceptance of the Work by the Customer and all notified defects and imperfections have been removed (the Contractor shall submit a copy of the Certificate of Removal of Defects and Imperfections signed by the Customer – the Customer’s authorised person in matters of signing work lists and reconciling invoicing. ), on the basis of a written request from the Supplier.

2.10.2 The Guarantee Security shall be paid not earlier than 45 days after the expiry of the Guarantee Period and the rectification of all claimed defects within the Guarantee Period, upon written demand by the Supplier or within 45 days after the presentation of proof of an irrevocable bank guarantee, sounding the first demand, without objection, for the amount of the Guarantee Security established with a banking institution approved by the Customer and the acceptance of the bank guarantee by the Customer. The Contractor shall submit a draft Bank Guarantee to the Customer for approval as to its contents. The Customer shall not be obliged to accept the submitted bank guarantee, in which case the Customer shall be entitled to retain the guarantee security for the entire guarantee period or until all claimed defects have been rectified within the guarantee period.

2.11 The Parties agree that if bankruptcy proceedings are initiated against the Supplier within the warranty period and/or if a restructuring report is initiated (the Supplier is obliged to inform the Customer of this fact without delay), an additional discount of 5% of the Price of the Work, excluding VAT, shall be granted to the Customer on the date of publication of the competent court’s resolution on the commencement of insolvency proceedings and/or on the date of the restructuring report being drawn up by the administrator (of which the Supplier shall inform the Customer without delay).

Part. 3 Duration and means of termination

3.1 The Contract shall be concluded for a definite term of the duration specified in the Order; if the duration of the Contract is not specified in the Order, the Contract shall be concluded until the date of fulfilment of all of the Supplier’s obligations arising therefrom.

3.2 Withdrawal: a Contracting Party may withdraw from this Contract or a Sub-Contract in the event that

(i) one of the Parties breaches the Contract in a material way,

(ii) a bankruptcy petition has been filed against the Supplier’s assets or a petition for restructuring has been filed,

(iii) the other Party enters into liquidation,

(iv) an event agreed in the Contract or subcontract or specified in the relevant legislation occurs and/or

(v) the Supplier breaches the Contract in a non-substantial manner and fails to perform an obligation for which it is in default even within an additional reasonable period of time granted by the other party to the Contract.

The Parties agree that a material breach of the Contract shall be deemed to be:

if the Supplier is more than 3 days late in performing the service or,
if the Supplier fails/violates the method of determining the price for the service,
if the Supplier repeatedly (2 times) breaches its obligation to deliver the service properly and on time; or
if the Supplier breaches its obligations under the Contract.

3.3 The termination of the Contract shall not affect the Supplier’s obligation to perform obligations or agreements that arose during the term of the Contract (e.g. entitlement to payment of penalties).

Part 4 Delivery terms

4.1 The Supplier’s obligation to duly and timely execute and deliver the Delivery is fulfilled if the Customer accepts the Delivery at the place of delivery, usually by signing an acceptance protocol or other document, e.g. protocol on execution of works, assembly log, protocol on acceptance of the Delivery, etc.

4.2 The ownership right to the Work shall be vested in the Customer from the outset. The risk of damage to the Work shall pass to the Customer upon acceptance of the Work by the Customer.

4.3 The Supplier shall, at its own expense, arrange for delivery of the Supplies to the place of delivery, including transportation, unless otherwise agreed in writing by the parties.

4.4 Unless the Parties have agreed otherwise, the condition for handover and acceptance of the Delivery is the successful completion of all tests prescribed in particular by the relevant regulations, applicable standards, project documentation and the Customer, which shall be carried out by the Supplier at its own expense. The Contractor shall hand over the report on the course and result of the tests to the Client within 7 days of their performance. The Contractor shall submit to the Client all documents which are obliged to prove the proper performance of the Delivery no later than on the day of commencement of the acceptance procedure.

In particular, the following documents:

– documentation of the actual implementation,

– all prescribed documents attesting to the proper and quality execution of the work, including the “Supplier’s Declaration of Quality and Completeness” of the work, if the Supplier has not demonstrably handed it over to the Client by the date of handover and acceptance of the work,

– instructions for use, operation and maintenance in the Slovak language,

– a draft service contract (for technological sets and technical equipment),

– warranty certificates for products and equipment,

– declarations of conformity,

– proof of operator training,

– waste disposal documents,

– other documents required by the Customer in the course of the service provision/performance of the Work,

– construction/installation sitebook.

4.5 Odovzdanie chybných, nepravdivých alebo neúplných dokladov požadovaných Objednávateľom k prevzatiu Dodávky sa považuje za podstatnú vadu zrealizovanej Dodávky, ktorá bráni bezpečnému užívaniu jej výsledku, čo má za následok to, že Objednávateľ nemá povinnosť Dodávku prevziať.

Part 5 Testing, mechanical termination, comprehensive testing

5.1 Individual and functional tests:

These are tests to verify the correct installation and functionality of the Supply. The Supplier shall carry out individual and functional tests of the equipment and/or items supplied by it in the performance of the subject-matter of the Order/Contract (in particular leak, pressure, mechanical or other tests determined according to the nature of the Supplies) in order to verify the quality and completeness of the installation of the individual classifications/things.

The Supplier undertakes to inform the Customer of the preparation of individual tests by making an entry in the assembly/construction diary at least 3 working days in advance. The Customer’s representative has the right to attend the individual and functional tests.

A report shall be drawn up on the performance of individual and functional tests, in which the course and result of the individual and functional tests shall be recorded, unless the Customer determines that such a report need not be drawn up. In the event of defects and/or deficiencies found during the individual and functional tests, these shall be recorded in the individual and functional test report, unless they prevent the commencement of comprehensive testing, including the time limit for their elimination. In the event that the installation is completed and the individual and functional tests have been duly and timely carried out, which have demonstrated the functionality, completeness of the Supplies, including the correctness of the installation, the mechanical completion of the performance of the Supplies shall take place.

5.2 Comprehensive testing:

Comprehensive Testing means the performance of tests after mechanical completion of the complete Project, which includes the Deliverables or parts thereof, for the purpose of verifying the correctness of installation and functionality of the equipment as a whole with the use of media, i.e. it proves that the equipment and/or items delivered in the performance of the subject of the Contract by the Supplier are functional, mechanically and technologically capable of test operation. Comprehensive testing does not demonstrate achievement of the Guaranteed Delivery Parameters.

The Supplier shall be obliged and entitled to commence comprehensive testing only after successful completion of the individual tests.

Part of the comprehensive testing is also training of the operation and maintenance of the Supply, whereby the Supplier is obliged to carry out this activity not only for the Customer but also for the Investor’s employees, if requested by the Customer. The Contractor shall make a separate record of the comprehensive testing and shall hand it over to the Customer.

The comprehensive testing shall be carried out by the Supplier in the presence of the Customer’s representative. The comprehensive test shall be deemed successful by the Parties subject to the conditions agreed in the Delivery.

If minor defects occur during the comprehensive testing, the Supplier shall remedy them at his own expense. If the removal of a minor defect does not require more than one hour, the comprehensive test shall not be extended; if the removal of a minor defect requires more than one hour, the comprehensive test shall be repeated in full under the same conditions.

No later than 3 working days after the successful comprehensive test, the Parties shall draw up a comprehensive test report in which (i) they shall specify the date of commencement of the test operation (ii) they shall specify any minor defects or imperfections for which the Supplier is responsible but which do not prevent the commencement of the test operation, and the Supplier shall undertake to remedy such minor defects and imperfections expeditiously, at the Supplier’s own expense, no later than the end of the test operation.

No later than 3 working days after the unsuccessful Comprehensive Test, the Parties shall draw up a record of the Comprehensive Test in which (i) the Parties shall agree on the next course of action (ii) the date for rectification of the identified defects (iii) the date for a new Comprehensive Test. The execution of the comprehensive test report shall not terminate the Customer’s right to withdraw from the Contract.

5.3 Trial operation:

The test operation of the Supplies shall be carried out, as a rule, in the Investor’s production process, unless otherwise specified in the Order/Contract, according to the Supplier’s instructions. For the avoidance of doubt, the Parties acknowledge that the Supplier shall be responsible for the conduct and results of the test run, except where the test run is interrupted or terminated for reasons on the part of the Customer.

The Parties agree that the test run shall be 5 calendar days, unless otherwise specified in the Purchase Order/Contract, during which time the Work shall demonstrate by uninterrupted achievement of the Guaranteed Parameters (i) technological reliability (ii) functional/operational reliability (iii) technical reliability.

The Supplier shall be obliged to ensure the presence of its professional representatives during the test operation at its own expense. The Customer is obliged to provide at his own expense the conditions for the test operation, in particular: media, operating personnel, laboratory.

No later than 3 working days after the completion of the test operation as successful, the representatives of the Parties shall draw up and sign a Protocol of Handover and Acceptance of the Work, in which the information on the result of the test operation shall be included. The trial run shall be deemed successful if the Deliverable (i) is capable of consistently achieving the Guaranteed Parameters (ii) has demonstrated reliability without defects; if even one condition is not achieved the trial run shall be unsuccessful.

No later than 3 working days after the end of the test run as unsuccessful, the representatives of the Parties shall draw up a record of the course of the test run, which shall include (i) an evaluation of the parameters actually achieved during the test run, (ii) the agreed further procedure and dates for the elimination of the defects, (iii) the agreed new date for the test run to be carried out. The execution of a record of the unsuccessful test run shall not extinguish the Customer’s right to withdraw from the Contract.

5.4 Parameters guaranteed:

The delivery must meet the minimum parameters specified by law and STN, or higher Guaranteed Parameters, if specified in the Order/Contract.

5.5 Service/Share Performance:

The Service is successfully provided/performed or the Work is successfully performed by (i) successful completion of a trial run and/or (ii) the signing of an Acceptance Report indicating that the Customer accepts the Service/Work without reservation, including the documentary part.

Part. 6 Responsibility for defects

6.1 The Supplier shall be liable for the services properly performed to the Customer until the services are handed over properly and on time.

6.2 The Customer shall be entitled to interrupt the performance of the service/work or even a part thereof, in particular in the following cases:

a) if it finds that the Contractor performs the Service/Work in violation of the Purchase Order or the Contract or the instructions of the Customer,
b) if continuing to perform the Service/Work would cause damage or jeopardize safety at work in the future.

6.3 If the subject of the Contract will be the Work, the Contractor declares:

a) The Work shall be usable for the purpose specified in the Order or agreed in the Contract,
b) The Work shall be of first-class quality and retain the characteristics agreed in the Contract and/or the characteristics specified in the relevant standards applicable in the Slovak Republic and the EU,
c) provides the Customer with a guarantee for the Work performed and is responsible for the fact that the Work will have the characteristics specified in the Order, respectively the Contract, the GTC, project documentation, technical standards and technical regulations, generally binding legal regulations during the entire guarantee period,
d) that it is responsible for ensuring that the Work performed is complete, serviceable and therefore free from defects that would in any way interfere with or diminish its value or its ability to be used for its intended purposes.

6.4 The Supplier shall provide the Customer with a warranty for the Supplier for a period of 60 months and the warranty period shall commence on the date of signing of the acceptance report pursuant to clause 5.5 (hereinafter referred to as the “Warranty”), unless otherwise agreed in writing by the Parties.

6.5 The Customer is entitled to notify the Supplier of defects at any time during the warranty period, but no later than 15 days after the expiry of the warranty period. Any and all defects in the work shall be deemed to be defects for which the Supplier is objectively liable; in case of doubt as to the Supplier’s liability for defects, the Supplier shall be liable for defects until it has clearly and credibly proved the contrary.

6.6 If the Customer claims the right to remove the defect from the Supplier, the Supplier undertakes to start the removal of the claimed defects in a demonstrable manner within 48 hours of receipt of the complaint. If the Supplier does not commence the removal of the defects within 48 hours of receipt of the complaint, the Customer shall be entitled to have the defects removed by a third party at the Supplier’s expense and at the same time the Customer shall be entitled to a contractual penalty in the amount of these GTC. The deadline for the removal of the defect shall be specified by the Customer directly in the complaint.

6.7 The warranty provided does not replace the supplier’s legal liability for defects.

Part. 7 Contractual penalties and default interest

7.1 The Supplier shall be entitled to default interest against the Customer at the rate of 0.01% per day on the amount due but only if the Supplier has duly and timely invoiced and at the same time the Supplier has duly and timely delivered the Supplies.

7.2 The Parties agree that the Customer shall be entitled to a contractual penalty in the event that the Supplier is late with the delivery of the Supplies within the agreed deadline in the amount of 0.2% of the total price of the Supplies for each and every day of delay.

7.3 The Parties agree that the Customer shall be entitled to a contractual penalty if the Supplier is late in commencing the removal of defects in the Delivery within the time limit according to these GTC in the amount of 0.2% of the total price of the Delivery, excluding VAT, for each day of delay.

7.4 The Parties agree that the Customer shall be entitled to a contractual penalty in the event that the Supplier delays the removal of defects in the Service/Work within the defect removal period in the amount of 0.2% of the total price of the Supply, excluding VAT, for each day of delay and for each defect separately.

7.5 The contractual penalty for non-compliance with the Guaranteed Parameters shall be 0.5% of the total price of the Supply, excluding VAT, for each individual case.

7.6 The Parties agree that the Customer shall be entitled to a contractual penalty of € 200 for each breach of OHS by an employee of the Supplier, in particular for:

– for each failure of the Supplier’s employee to wear the correct protective clothing with the Supplier’s company name prominently displayed,

– for any failure to use the Contractor’s employee’s mandatory protective equipment, such as hard hat, safety shoes, safety glasses,

– for any and all use of alcoholic, narcotic and psychotropic substances by an employee of the Contractor, including any refusal by an employee of the Contractor to submit to any testing for the purpose of detecting alcoholic, narcotic and psychotropic substances,

– for any violation of the smoking ban at the Customer’s workplace or at the place of delivery.

7.7 The Parties agree that if the Ordering Party is awarded a contractual penalty by its contractual partner (from a contractual relationship where the Ordering Party is a supplier/contractor) due to a breach of the obligations of the Supplier (or its employees or subcontractors), the Ordering Party shall be entitled to claim against the Supplier a contractual penalty in an amount equal to 2 times the amount of the contractual penalty awarded to the Ordering Party, to which the Supplier unreservedly agrees and considers this amount of the contractual penalty to be reasonable.

7.8 The Customer’s right to full compensation for damages, including compensation for damages due to defective performance, is not affected or limited by the above contractual penalties. The Customer shall be entitled to claim full compensation from the Supplier separately.

7.9 The Supplier confirms that it considers the amount of the liquidated damages to be reasonable in relation to the obligation securing the liquidated damages.

Part 8 Specific declarations

8.1 The Contractor declares that prior to the commencement of the performance of the service of the Work, the Contractor has demonstrably acquainted and properly trained the Contractor’s employees on the internal rules, internal directives and work regulations, or other regulations of the Contractor, the Client, or the Investor, the content of which is in particular the observance of occupational health and safety at work, fire protection, fire prevention, environmental protection, waste management, the use of protective work equipment, etc.

8.2 The Supplier declares that all the Supplier’s employees have the required qualifications, professional competence, are equipped with all the necessary protective equipment required for the performance of the service, have the necessary tools or devices required for the performance of the service and/or as required by the Customer.

8.3 The Supplier declares that all technical equipment, tools, work aids, instruments, appliances, etc., used in the delivery of the service meet all requirements arising from legal/technical regulations, technical standards, manufacturer’s recommendations and at the same time have been, are and will be regularly calibrated or verified; electrical equipment undergoes regular appliance inspection.

8.4 The Customer may at any time request the Supplier to provide authentic proof of the truth of the declarations made pursuant to this clause. The Supplier shall, without delay, at the request of the Customer, provide the Customer with credible evidence of its declarations.

8.5 The Parties agree that if any statement made by the Supplier pursuant to this clause proves to be false or the Supplier is unable to credibly prove its truth, the Customer shall be entitled to apply a contractual penalty to the Supplier in the amount of €500 for each breach.

8.6 The Supplier undertakes to reimburse the Customer, at the Customer’s request, for all costs actually incurred by the Customer in connection with any breach of any of the Supplier’s duties and obligations by any of the Supplier’s employees. For the purposes of the Contract, costs actually incurred shall also include any fines, penalties and damages claimed by the Investor against the Customer for breaches of the internal rules, internal directives and work rules or other regulations of the Investor which have been breached by an employee of the Contractor at the place of delivery.

8.7 The Supplier undertakes to comply with the provisions of No.124/2006 Coll. on Occupational Safety and Health Protection and on Amendments and Supplements to Certain Acts, as amended, and related legislation, in particular Decree No.508/2009 Coll., which establishes details for ensuring occupational safety and health protection with pressure, lifting, electrical and gas technical equipment and which establishes technical equipment that is considered reserved technical equipment, as amended by Decree No.435/2012 Coll., Decree No. 147/2013 Coll. of the Ministry of Labour and Social Affairs of the Slovak Republic, which establishes details for ensuring safety and health protection during construction and related works and details of professional competence for the performance of certain work activities, Government Regulation No. 392/2006 Coll. No. 396/2006 Coll. on minimum safety and health requirements for the use of work equipment, Slovak Government Regulation No. 395/2006 Coll. on minimum safety and health requirements for construction sites, Decree No. 395/2006 Coll. on minimum requirements for the provision and use of personal protective equipment and other regulations to ensure safety and health at work.

8.8 The Contractor shall be fully responsible for the safety and health protection of all persons and for the protection of property on the construction site and in the construction site protection zone in the public open space and for compliance with the legal regulations relating to occupational safety and health and environmental protection for its employees and the employees of its contractors or subcontractors on the construction site. The contractor shall take such precautions to prevent danger to persons and damage to property in the vicinity of the public open space construction site.

8.9 The Supplier undertakes:

comply with safety, hygiene, fire and environmental regulations on the handed over construction site,
ensure their own supervision of safety at work,
equip their employees with personal protective equipment according to the profession, activity and risk at the workplace,
visibly mark the clothing of their employees with the company’s affiliation
to carry out specialist work only by employees or subcontractors who are qualified to carry out the work and who are trained for the specialist work and are medically fit (medical examination). In the event of the use of open flames in its activities, the Contractor shall provide fire supervision during the execution of the work and for 8 hours after the end of the work with open flames,
mark and maintain permanently clear escape routes, escape exits and emergency routes, boarding areas and access to them, as well as access to electricity, gas, water, fire protection equipment, fire alarm devices, fire water supply systems and water sources for fire extinguishing.

8.10 The Contractor shall, in cooperation with the Client, become familiar with the safety hazards in the workplace, warn its employees about them and determine the method of protection and prevention against accidents and other damage to health.

8.11 The Contractor shall cease to assign work on the Work and shall prevent access to the Site to its employees or contractors who:

– Have been on the Site under the influence of alcohol, narcotics or psychotropic substances;

– have substantially breached the principles of occupational health and safety;

– damaged the legitimate interests of the Client;

– have been reasonably identified by the Client as persons who should be prohibited from entering the construction site..

8.12 The Supplier shall notify the Customer of all circumstances :

– that could lead to a threat to the life and health of the Customer’s employees and other persons in the course of its activities,

– which, in the course of its activities, could lead to a threat to the operation or to the safe condition of technical equipment or facilities.

8.13 In the event of an accident, work injury or other similar incident on the construction site, the Contractor shall immediately notify the Client or the Client’s authorised person, in particular of:

– work accidents,

– damage to equipment and machinery on the building and construction site,

-environmental damage,

– fires.

8.14 The Contractor undertakes not to move or stay at workplaces/construction sites unrelated to the performance of the work under the Contract without the knowledge and consent of the Client. The Client shall not be liable for damages caused to the Contractor if its employees are unauthorisedly present outside the designated premises or if they have used access routes other than the designated access routes.

8.15 The Contractor shall be fully liable for damages caused by the Contractor or its subcontractor to the property of the Client/Investor or third parties in the course of the execution of the contractual works.

8.16 The Contractor shall be obliged to secure the construction site appropriately so as not to endanger safety in the vicinity of the construction site. He is obliged to maintain order and cleanliness on the construction site and on the utility lines let to him, as well as to remove waste and dirt resulting from his work and to clean vehicles entering the roads.

8.17 The Contractor shall be responsible for ensuring that no material known to be harmful at the time of its use is used in the execution of the Work. The construction products used in the execution of the Work must comply with the conditions and requirements specified in Act No 133/2013 Coll. on Construction Products, as amended.

8.18 The Contractor shall be able to demonstrate at any time the relevant quality certificates for the materials and equipment used, the proofs of conformity prior to their incorporation and the qualifications of the personnel authorised to carry out the work in question, by producing copies of these documents to the Technical Supervisor on request. In addition, the Client, through the Technical Supervisor, reserves the right to take samples of products, even “certified” ones, and to have them tested in a testing laboratory of his choice, whenever he deems it appropriate, in order to verify that they comply with the accepted standards and the particulars of the project. Any deficiencies found during the course of the work shall be brought to the attention of the technical supervisor by means of an entry in the construction diary without delay. The Contractor shall ensure the participation of its employees in inspections of its supplies and works carried out by the Employer’s technical supervisor or other responsible representative of the Employer, and shall promptly take measures to rectify any defects and deviations from the design found.

8.19 The Contractor shall submit to the Technical Supervisor, at his request, the construction logbook and all technical documentation relating to the execution of the Work and records of the tests carried out.

8.20 The Contractor shall not, during the course of construction, reduce the standard, extent, quality, durability and workmanship of the construction materials, supplies and processes or other products supplied which will form part of the Deliverables.

8.21 The Contractor is obliged to fully respect the general technical requirements and the general terms and conditions of the construction works during the execution and to execute the construction and the individual works and procedures in accordance with them. The Contractor shall be bound to accept the binding force of all Slovak Technical Standards (STN) and EN Technical Standards, Decrees and other legal regulations relating to the Work. All materials and products used in the execution of the works must have a certificate of conformity valid for the Slovak Republic.

8.22 The Contractor shall maintain all tools, equipment, machinery, scaffolding, etc. necessary for the execution of the subject matter of the Contract in proper technical condition, shall maintain general order at the site of the execution of the subject matter of the Contract and shall ensure the coordination of its subcontractors.

8.23 The Supplier undertakes not to use materials, elements, machines, equipment or designs protected by patent or copyright in the performance of the Supply without the consent of the authorised persons. Otherwise, the Supplier shall bear all the consequences arising therefrom.

8.24 The Supplier is obliged to agree in advance in writing with the Customer any change of subcontractor. Without an agreed change, the Employer may stop the construction work or consider an unapproved change of subcontractor as a material breach of the Contract.

8.25 The Contractor shall secure the construction site, the construction site protection zone and all affected entrances in such a way that third parties and their property are not endangered by the construction activity or extraordinary weather conditions. The Contractor shall be responsible for the cleanliness of the roads on which he delivers materials and machinery and removes construction waste from the site. Any damages resulting from a breach of the obligations referred to in this paragraph shall be paid by the Contractor to the Client and shall satisfy the justified claims of third parties.

8.26 The Contractor shall ensure that there is no spillage of petroleum products from his vehicles and machinery and that neighbouring roads are not polluted. Pollution caused by the Contractor shall be disposed of by the Contractor at his own expense.

8.27 The Contractor shall ensure the removal of equipment, site equipment and any unnecessary material from the construction site on the date of the protocol handover of the Deliverables to the Client.

8.28 The Contractor shall, in carrying out the works, take special care to observe the timetable of those activities of the Employer during which the Contractor is required to refrain from noisy demolition and drilling operations.

8.29 The Contractor shall keep records of all waste arising from its activities and its management.

8.30 In the event that the Contractor does not have waste management (other or hazardous) registered within the scope of its business, the Contractor shall be obliged to document to the Employer a contractual relationship with a company with such authorisations for the purpose of covering the full scope of waste from its volume of work on the Supply.

8.31 The Supplier shall be fully responsible for the proper management of waste arising from its activities.

8.32 The Contractor shall notify the Client in writing before commencing work on the Supply of the name of the person responsible for waste management within the scope of the agreed contract – the Work.

Part 9 Special arrangements of the works contract

9.1 When entering into a Works Contract, the Contractor may be referred to as the Contractor and the Service may be referred to as the Work.

9.2 The Contractor’s obligation to perform the Work shall be deemed to be fulfilled only by its proper and timely completion and by its handing over to the Employer without defects and imperfections, including the handing over of the documentation for the Work specified by the Employer or usually supplied by the Employer.

9.3 The Client is the owner of the Work from the beginning of its execution. The ownership right to the machinery, equipment, materials or equipment, which are part of the Work, shall pass to the Customer at the moment of their delivery to the place of delivery.

9.4 The Customer reserves the right, in the event of a material failure to meet the deadlines resulting from the Order/Contract or the agreed time of delivery of the Work, to conclude a contract for the Work with a third party as a contractor in order to achieve the performance of the subject of the Contract. The Contractor shall bear the increased costs of such action in full.

9.5 A material breach of the Contract shall be deemed to be a delay of more than 15 calendar days in meeting the agreed performance deadline.

Part 10 Rights and Obligations of the Client

10.1 The Customer has the right to refuse acceptance of the service / Work, in particular if:

a) The Supplier does not deliver with the Service/Work an acceptance report signed by the Customer or other customary or agreed documents, e.g. a report on acceptance and handover of the Work, an assembly log, a report on completion of assembly, accompanying technical documentation, certificates, manuals, etc.,
b) The Supplier delivers the Service/Part before or after the agreed delivery date,
c) Supplier delivers a smaller/larger scope of service/work than agreed,
d) the quality of the service/work does not correspond to the agreed or usual quality,
e) if the service/work has not been provided in accordance with the requirements mentioned by the Customer.

If the Customer exercises its right to refuse to accept the Service/Work, the costs associated therewith shall be borne by the Supplier.

10.2 The Customer has the right to delivery of the Service/Work in the required quantity, high quality, within the time and at the agreed place of delivery as specified by the Customer.

10.3 The Client is entitled to control whether the Contractor’s employees or subcontractors observe the prohibition of consumption of alcoholic, narcotic and/or psychotropic substances both on the Client’s premises and on the Investor’s premises. In the event of a positive finding of a violation of the above prohibition, the Employer shall be entitled not to admit such a person to the relevant premises or shall be entitled to expel such a person from the relevant premises.

10.4 The Customer is also entitled to issue a red card to an employee or subcontractor of the Supplier in the event of a violation of:

(i) prohibition of the use of alcoholic, narcotic and/or psychotropic substances or

(ii) prohibition of theft of materials, products and foreign objects from the premises of the Customer and/or the Investor and/or

(iii) the obligation to submit to control of alcoholic, narcotic and/or psychotropic substances and/or

(iv) other serious obligations agreed in the GTC or in the contract to which these GTC apply (a serious breach of obligations means, for example, a breach of obligations that may lead, for example, to damage to property or health, or environmental pollution).

This red card shall be issued for a period of 3 years from the discovery of any of the above breaches and the person to whom this red card is issued shall not be entitled to carry out any activities for the Customer, either directly or as an employee of the Supplier or as a subcontractor of the Supplier, for that period. The Supplier shall be responsible for compliance with the obligation under the preceding sentence.

A red card may also be issued by the Customer directly to the Supplier if the Customer is found to have breached the obligations set out in this clause 3 times in 2 consecutive years; the effects of issuing a red card directly to the Supplier shall be the same as if it were issued to an employee or subcontractor of the Supplier as set out in the paragraph above.

Part. 11 Supplier’s rights and obligations

11.1 The Supplier is obliged to deliver the Service/Work properly and on time, with all due professional care, and the Supplier shall be fully liable to the Customer for any damages resulting from a breach of this obligation.

11.2 The Supplier is obliged to notify (e-mail, phone call) the Customer of the delivery of the service at least one working day in advance, unless the parties agree otherwise in the Order/Contract.

11.3 The Supplier undertakes to ensure that only a person authorised to do so confirms the Order on its behalf; in the event of a breach of this obligation, the Supplier shall be obliged to compensate the Customer for any damage incurred. For the purposes of the Supplier’s confirmation of the Customer’s Orders, the Supplier’s authorised person shall be deemed to be any employee of the Supplier or a person using the Supplier’s means of communication (fax, e-mail, telephone) or the Supplier’s stamp, unless the Parties expressly agree otherwise, or unless the Parties expressly agree on a specific authorised person on the Supplier’s side, whose name is specified in the Contract/order. For the avoidance of doubt, the Parties consider these entities to be the person authorised to act for and on behalf of the Supplier within the meaning of Section 15 or Section 16 of the Commercial Code.

11.4 The Supplier is obliged to inform the Customer in writing 48 hours prior to the commencement of the performance of the service/work about the person who will be the contact and responsible person for the performance of the service/work on behalf of the Supplier – name, surname, OP number, telephone number, or e-mail, if his/her name is not specified in the Order/Contract.

11.5 The Supplier is obliged to submit a list of the Supplier’s employees (name, surname, OP number) or other persons of the Supplier who will perform the service/work 48 hours prior to the start of the service in writing. The Contractor shall be obliged to submit other documents to the Customer at the latter’s request, in particular documents on health and/or professional competence, on completion of OSH and OHS training, technical documentation on equipment, tools and work aids used in the delivery of the service.

11.6 The Supplier undertakes that all employees of the Supplier have the required qualifications, professional and medical competence, are properly trained to comply with the HSE and environmental regulations. The Contractor shall be responsible for the protection of the health and safety of its employees during the construction or performance of any other activity/ provision of services/ execution of the Work under the Purchase Order or the Contract. Throughout the performance of the service/Work, the Contractor shall ensure the safety of the work and operation, in particular compliance with the OSH and fire protection regulations at the construction site and other areas affected by the activity performed by the Contractor, and shall be liable for damages incurred by the Client or third parties due to their violation.

11.7 The Supplier undertakes to respect the decision of the Client or the Investor to reduce the scope of the required service/work. In such a case, the price for the Services/Work shall be reduced by the price of the work materials, products, etc., which will not be performed or delivered on the basis of this decision of the Customer or the Investor, as the case may be. The Client undertakes to notify the Contractor of this decision in writing no later than 2 days before the commencement of the works/deliveries by which the scope of the service/Work is reduced. Any additional works to the subject of the service may be carried out by the Contractor on the basis of a written amendment to the Contract or, where applicable, on the basis of the written approval of the performance of such works by the Client.

11.8 At the Client’s request, the Contractor shall be obliged to have a proper CAR (“all risk”) insurance covering also cross-liability insurance in the amount of the price of the Service/Part for the sum insured in the amount of the price of the Service/Part during the whole period of validity and effectiveness of the Contract/Order, unless another type of insurance is expressly stated in the Order or in the Contract. The minimum amount of the insurance benefit for third-party liability insurance shall be agreed at € 30.000,- for a natural person – entrepreneur and € 150.000,- for a legal entity. Upon the Customer’s request, the Supplier shall be obliged to submit all relevant insurance policies without delay. If the Supplier fails to submit the insurance contracts upon request, this shall be deemed a material breach of the Supplier’s contractual obligations.

11.9 The Supplier is obliged to inform the Customer immediately in writing, in particular:

– of all material facts concerning the performance of its activities (e.g. changes in official permits, state examinations, etc.),

– of any significant negative effects or threat thereof in connection with the performance of the subject matter of the contract, in particular any delay in the fulfilment of the obligation (failure to meet the schedule), etc,

– the development of the performance of the subject-matter of the contract, as well as any other facts which may have an impact on the performance of the subject-matter of the contract.

Part12 Specific provisions

12.1 By signing the Contract, the Supplier confirms and at the same time solemnly declares that as of the date of signing the Contract it has fulfilled all obligations towards the Tax Authority, the Social Insurance Institution and health insurance companies and that it has all valid authorizations under the relevant legislation for the implementation of the Supply

12.2 The Supplier is obliged to strictly comply with the provisions of Act No. 82/2005 Coll. on illegal work and illegal employment in the sense of later amendments and supplements. The Contractor is aware that it must be prepared to demonstrate immediately and at any time upon request to the competent authorities and the Client that the worker present on site and/or working on the Contractor’s site even momentarily is validly registered with the social security and health insurance companies and that all contributions are paid for him/her continuously and up-to-date. Failure to do so shall not result in the invoices becoming overdue and the Customer shall not be in default of payment. A breach by the Supplier of an obligation under this clause 12.2 of the Contract shall be deemed to be a material breach of the Contract, giving the Customer the right to withdraw from the Contract. The Supplier shall at the same time be liable to the Customer for any damage caused thereby, in particular for damage caused by the imposition of a monetary or other sanction in this respect by the Customer’s administrative authorities or contractual partners (e.g. the Investor), and undertakes to pay it immediately upon the Customer’s request. The Customer shall be entitled to set off the damage so incurred pursuant to the preceding sentence against any due and undue claims of the Supplier.

12.3 The Supplier declares that as of the date of signing the Contract there are no grounds on the basis of which the Customer should become a guarantor for the tax pursuant to § 69 paragraph 14 in connection with § 69b of Act No. 222/2004 Coll. on value added tax as amended (hereinafter referred to as the “VAT Act”) and is not included in the list of value added tax payers for whom reasons for cancellation of VAT registration have arisen, maintained by the Financial Directorate of the Slovak Republic and published on the portal of the Financial Administration of the Slovak Republic pursuant to § 69 par. 15 of the VAT Act. The Supplier further declares that as soon as it becomes aware that it has been included in the list of VAT payers for whom reasons for cancellation of VAT registration have occurred, it shall immediately notify the Customer in writing of this fact.

12.4 The Customer is entitled to withhold from the invoiced Price of the Work, or part thereof, an amount corresponding to the VAT amount indicated on each invoice issued by the Supplier to the Customer in the event that the Supplier and the Customer have proven grounds for cancellation of registration pursuant to Section 81(4)(a) of the Act. (b) of the second subparagraph of Section 81(4)(b) of the VAT Act, or if the Supplier is published in the relevant list of persons for deregistration pursuant to Section 81(4)(b) of the VAT Act maintained by the Financial Directorate of the Slovak Republic, or if there is a clearly demonstrable reasonable apprehension that the Supplier will fail to pay the relevant value added tax or a part thereof in violation of the VAT Act. The Customer shall be obliged to use the amount so withheld for the payment of unpaid VAT on invoices issued by the Supplier to the Customer, which the Customer shall be obliged to pay as guarantor pursuant to Section 69(14) of the VAT Act. The Customer shall be obliged to make such payment in the name of the Supplier with the Supplier’s VAT ID number to the credit of the relevant account of the tax authority identifying the Supplier. The Customer shall be entitled to reimbursement of expenses related to the application of the tax retention pursuant to this provision; the reimbursement shall be at a fixed rate of €100 per invoice and shall be unilaterally set off by the Customer against the Supplier’s invoice on which the tax retention is applied.

12.5 The Customer, who, pursuant to Section 69b of the VAT Act, as a guarantor, has been obliged by a decision of the tax authority to pay the unpaid VAT or part thereof on behalf of the Supplier, or if the tax authority issues a decision to that effect, that it will use the Customer’s excess deduction or part thereof for the payment of the unpaid VAT or part thereof by the Supplier, the Customer shall be entitled to claim compensation from the Supplier for the unpaid VAT or part thereof so paid and the Customer shall be entitled to unilaterally set off the claim so incurred against any claim of the Supplier.

12.6 The Supplier is obliged to comply with the legal obligations under Act No. 315/2016 Coll. on the Register of Public Sector Partners and on Amendments and Additions to Certain Acts, as amended (“the PSRPA”) throughout the duration of the Contract. It also declares that as of the date of signing the Contract, it has fulfilled all its obligations under the PPCS and undertakes to provide the Client with credible proof of these obligations at any time upon request. Failure to fulfil its obligations under the CFCS or to demonstrate fulfilment of its obligations under the CFCS shall be deemed to be a material breach of the Contract. The Supplier hereby undertakes to pay to the Customer, as well as to the Customer’s statutory representatives, without delay upon demand, any damages caused by the failure to fulfil its obligations under the CFCS.

12.7 The Parties agree that if one Party materially breaches the contractual obligations agreed in the Contract, the other Party shall have the right to withdraw from the Contract. The terms of withdrawal from the Contract shall be governed by the provisions of the Commercial Code.

12.8 The Customer may withdraw or partially withdraw from the Contract or withdraw the Supplier from part of the works and performances forming the subject matter of the Contract and carry them out himself or have them carried out by third parties, including in the case o:

a) if the Contractor is more than 14 days late in completing the Work compared to the Work Schedule,
b) if the Contractor fails to execute the Work in the required quality, according to the approved Project documentation, STN, STN EN and/or technological procedures,
c) if the Investor Contract between the Client as Contractor and the Investor as Client is terminated for any reason, or if the Investor does not approve the Contractor for any reason, or if the Investor refuses the Contractor’s presence on the construction site of which the Work is a part for any reason during the execution of the Work.d) neoprávnené zastavenie alebo prerušenie prác zo strany Dodávateľa,

e) Delay by the Contractor in completing the tasks from the construction inspection meetings for more than 14 days.
f) if bankruptcy proceedings have been commenced against the Contractor’s assets on the basis of a third party bankruptcy petition and the Contractor fails to credibly disprove the existence of the grounds for bankruptcy or the dismissal of the bankruptcy proceedings for lack of assets at the request of the Client within a period of at least fourteen (14) days;
g) if a petition for declaration of bankruptcy or a petition for authorisation of restructuring has been filed against the Supplier’s assets by the Supplier itself, or if the petition for authorisation of restructuring has been filed by a third party with the Supplier’s consent;
h) if the Supplier is in crisis pursuant to § 67a et seq. Commercial CodeV in the event of withdrawal from the Contract, the Parties shall, without undue delay, carry out an inventory and an accounting of the work carried out on the Deliverables up to that time.

12.9 In the event of withdrawal from the Contract or any part thereof, the Supplier shall make arrangements to secure the uncompleted scope of the Deliverables to the extent required by the Customer.

12.10 Withdrawal from the Contract shall extinguish all rights and obligations of the Parties except claims for damages, claims for contractual or statutory penalties and claims arising from the provisions of the Contract on the provision of warranty and liability for defects for the part of the Delivery that has been completed up to the date of withdrawal from the Contract.

12.11 Settlement of withdrawal claims:

a) The part of the Delivery executed until the withdrawal from the Contract remains the property of the Customer,
b) the financial differences shall be paid by the Parties, by mutual agreement, within 14 days of receipt of the final invoice by the Customer.

12.12 In the event of termination of the Contract due to withdrawal, the Supplier shall, within 10 days from the date of termination of the Contract, vacate the place of delivery of the Supplies.

12.13 The Contractor shall not be entitled to transfer (assign) the rights and obligations under the Contract, in part or in whole, or arising in connection with the performance of the Work under the Contract to a third party without the prior written consent of the Client.

12.14 The Parties expressly agree that, without the prior written consent of the Customer, the Supplier shall not be entitled to set off any claims incurred by it against the Customer.

12.15 The Customer shall have the right to suspend payment of the Price of the Work if it becomes aware (e.g. from the Credit Check portal, etc.) that the Contractor is not paying taxes or levies. Suspension of payments under the preceding sentence shall be to the maximum extent that the Contractor is in default in the payment of taxes or levies until such time as the Contractor demonstrates to the Client in a responsible manner (e.g. by confirmation from the relevant institution) that it has paid the taxes or levies or otherwise explains the non-payment of taxes and levies (e.g. that the outstanding taxes and levies have been addressed by a confirmed restructuring plan).

12.16 The Supplier undertakes to maintain the confidentiality of all facts of which it becomes aware in the performance of the Contract or in connection with its conclusion, as well as of all information that is confidential or constitutes the subject of a trade secret of the other Party or of another third party (“Confidential Information”). The Contractor undertakes to use the Confidential Information solely for the purpose of performing the Contract, to take all necessary steps to protect and secure the Confidential Information from disclosure or disclosure to any third party and not to disclose the Confidential Information to any other person.

12.17 The obligation of confidentiality under this Article of the Contract may only be waived by a court or the statutory body of the other Party by prior written consent.

12.18 The Parties agree that the obligation of confidentiality under the Contract shall survive the termination of the contractual relationship established by the Contract and shall remain in force for at least 5 years from the termination of the Contract.

Part.13 Final provisions

13.1 Divergent arrangements in the Order or the Contract shall prevail over the wording of these GTC; this also applies in the event of a conflict between the Order or the Contract and the GTC, the wording of the Order or the Contract shall prevail..

13.2 Delivery: an order or other documents pursuant to these GTC shall be deemed to have been delivered to the other party:

a) when using a fax on the day of transmission, if the sending technical equipment confirms error-free transmission;
b) when using e-mail, on the day of sending, if the message has not been returned as undelivered;
c) in the case of personal transmission, at the moment of acceptance or refusal;
d) when sent by post or courier service to the address entered in the relevant register, on the date on which it is received by the addressee or returned by the bearer to the sender as unclaimed within the collection (storage) period or with the notation addressee unknown, addressee undelivered or with another notation of similar significance.

For the avoidance of doubt, the fiction of delivery shall not apply to the delivery of an invoice issued by the Supplier to the Customer.

13.3 These GTC shall form part of each Order of the Customer and shall be binding on the Supplier upon confirmation of the Order.

13.4 The Supplier is not entitled to assign in any way a claim against the Customer arising from the Contract/order without the prior written consent of the Customer (agreed prohibition of assignment). If the Supplier breaches this obligation, the Customer shall be entitled to claim a contractual penalty against the Supplier in the amount of the value of the assigned receivable; the Supplier confirms by signing the Contract that it considers the amount of the contractual penalty to be reasonable in relation to the obligation securing the contractual penalty.

13.5 In the event that the Supplier has prepared or had prepared the Supplier’s documentation or other project documentation for the proper performance of the service/fabrication of the Work, the Client shall become the owner of such documentation at the moment of its creation. Should this activity of the Contractor result in a work under copyright law, an invention or an industrial design, the Client shall become the user of such Work, i.e. the holder of a non-exclusive and perpetual licence, as soon as such Work has been created. The price for this right of use is included in the price for the service/Work. The Supplier declares that no person shall have any rights to the Deliverables that restrict the rights of the Customer under this clause. In the event that this statement proves to be false, the Supplier shall indemnify the Customer for damages incurred and shall ensure, at its own expense, that the Customer can exercise these rights unhindered.

13.6 Intellectual property:

Intellectual Property means any patents, trademarks, Internet domain rights, utility models, registered designs, design rights, database rights, copyrights, rights in semiconductor topographies, trade secret rights, confidential information, know-how, trademarks, trade name and/or rights related thereto, and any other known intellectual property rights not listed herein, whether registered or unregistered, for so long as they are registered, protected or applied for.

The Supplier declares and confirms that:

a) the performance of the Order/Contract does not infringe the Intellectual Property of any third party,
b) the Customer’s use of the service/Work supplied under the Order/Contract or sub-contract does not infringe the Intellectual Property of a third party.

In the event of any falsity or breach of this declaration, the Supplier shall:

i) indemnify the Customer against any and all damages and/or related costs arising from a breach of this declaration and/or
ii) at the request of the Customer, assume the liability (debt) arising from a breach of this declaration.

13.7 The Supplier hereby grants the Customer consent to use its registered or protected trademarks for the purpose of and to the extent of fulfilling the subject matter of the Order/Contract.

13.8 Protection of personal data: the Parties undertake that if in connection with the implementation of the cooperation they come into contact with personal data of natural persons within the meaning of Act No.18/2018 Coll. on the protection of personal data, as amended, the Contracting Party shall fully comply with and apply the provisions of the aforementioned Act, since the personal data of natural persons made available in this way shall be processed by each Contracting Party in the database of the contractual partners in its electronic information system solely for the purpose of conducting its business activities in connection with the Order/Contract, even after the expiry of the Order/Contract.

y confirming the Customer’s Order, the Supplier confirms that it has been informed by the Customer in advance of confirming the Order / concluding the Contract of the contents of the GTC and accepts them in full.

Presov, day 01.08.2021

URANPRES, spol. s r.o.

Ing. Miroslav Šuba

President

GTC Uranpres

Úvod
GTC

GENERAL TERMS AND CONDITIONS FOR THE EXECUTION OF WORKS, SUPPLY OF WORKS OR PROVISION OF SERVICES

účinné od 01.08.2021

Part. 1 Základné ustanovenia

a) An Order/Contract, the subject of which is the performance of the Work and/or the provision of installation services; or
b) a Contract the subject matter of which is the provision of a service or the performance of an activity; or
c) an unnamed contract, i.e. one which is not expressly provided for as a type of contract in the statutory provisions, but the parties sufficiently specify the subject matter of their obligations (zmluvné typy uvedené v bode 1.1 písm. a), b) a c) môžu byť označené ďalej len ako „Zmluva“ alebo „Zmluvy“).

1.3 The Customer’s correspondence address for delivery of invoices is Čapajevova 29, 080 01 Prešov.

1.4 The other contracting party – the natural person and/or legal entity performing the Work and/or supplying installation services and/or other services and/or activities in the contractual relationship acting on the side of the Supplier, the Contractor is hereinafter referred to in the GTC as the “Contractor”.

1.5 For the purposes of these GTC, the parties shall be referred to as the Customer and the Supplier together.

1.6 The application of the General Terms and Conditions of the other Party or any other General Terms and Conditions is hereby expressly excluded, unless the Parties agree otherwise in writing.

1.7 The terms and conditions are available on the website https://www.uranpres.sk/vop/

1.9 Binding acceptance of the Order is a written or e-mail confirmation of the Order by the Supplier or the performance of another act by the Supplier, the content of which indicates the Supplier’s intention to be bound by the Order regardless of verbal expression (e.g. in which case the acceptance of the Order shall be effective at the moment when such act is performed, if it is performed before the expiry of the time limit applicable for acceptance of the Order or the expiry of the time limit for acceptance of the Order referred to in clause 1.8 (hereinafter referred to as the “Order Confirmation”). In the event of acceptance of an Order otherwise than in writing, the Supplier shall promptly deliver a written copy of the signed Order.

1.10 For the purposes of these GTC, employees of the Supplier are all persons who perform services on behalf of/for the Supplier, regardless of the fact of the legal relationship concluded between these persons and the Supplier. In case of doubt, in these GTC, the term “employees of the Supplier” is defined as all natural persons and/or legal entities that carry out the Delivery at the place of delivery of the Delivery on behalf and on behalf of the Supplier (hereinafter referred to as “employees of the Supplier”)Conclusion of the Contract – The Contract shall come into force and effect on the date of delivery of the confirmation of the Order to the Customer (hereinafter referred to as “conclusion of the Contract”).

1.12 Service means the Supplier’s activities and/or works within the scope and under the terms and conditions specified in the Order or the Contract, e.g. assembly and production works, etc. (hereinafter referred to as “Service”) (for the purposes of the GTC, the Work and the Service together are hereinafter also referred to as the “Supply”).

1.13 The place of delivery of the Supplies shall be the registered office of the Customer, unless the Customer has specified a different place of delivery in the Order or the Contract or unless the parties expressly agree otherwise in writing (hereinafter referred to as the “place of delivery”).

1.14 For the purposes of these GTC, employees of the Supplier are all persons who perform services on behalf of/for the Supplier, regardless of the fact of the legal relationship concluded between these persons and the Supplier. In case of doubt, in these GTC, the term “employees of the Supplier” is defined as all natural persons and/or legal entities that carry out the Delivery at the place of delivery of the Delivery on behalf and on behalf of the Supplier (hereinafter referred to as “employees of the Supplier”).

1.15 An investor is a natural or legal person who is the final user of the Supply.

1.16 The Project is a Delivery ordered by the Investor, which as a whole or part is specified in the Order/Contract.

Part. 2 Terms of payment

2.1 The price for the Delivery will be agreed in the Contract or stated in the Order. The agreed price for the Delivery is valid without change during the entire duration of the Contract and can only be changed by written agreement of the contracting parties. For the avoidance of doubt, the price for the Delivery is the final price and includes consumption taxes as well as other taxes except VAT; the price also includes customs duties on imported goods and other payments collected in accordance with legal regulations, all costs of the Supplier related to the performance and/or delivery of the service/Works, in particular transport costs including loading and unloading costs, also packaging costs, installation costs, tests , commissioning, operator training costs, sample delivery costs, etc. if it is not in the Order or stated otherwise in the Agreement. The supplier will add to the price for the Delivery VAT in the amount determined by the relevant legal regulations in force at the time of issuing the invoice.

2.2 Any additional work beyond the defined scope of the Delivery can only be carried out with the prior written consent of the Customer in the form of a written addendum to the Order/Contract.

2.3 A change in the Delivery Price is only possible:

a) For additional work, the need for which arose during the execution of work that was not included in the scope of the Delivery and which the Supplier could not have anticipated when exercising professional competence. The need for additional work notified by the Supplier or the Customer’s request for additional work will be mutually confirmed by the Contracting Parties exclusively in the form of an addendum to the Contract. The Supplier is obliged to notify the Customer in writing of the need for additional work and the amount of the requested price increase without unnecessary delay upon learning of this fact, otherwise any right of the Supplier to increase the Price of the Delivery shall cease.
b) For less work not performed, where the Price will be reduced by the scope of the work not performed based on the unit prices that are listed in the statement of measurements.

2.4 Prices for additional work will be charged as follows:

a) in the case of Deliveries that are priced per unit in the Contract, the Supplier will also charge this unit price for additional work,
b) in the case of Deliveries for which a unit price is not agreed in the Contract, the Contracting Parties shall agree on the price of such Deliveries.

2.5 The Customer is obliged to pay the price for the duly and timely delivered service/Work after proper acceptance of the Delivery, on the basis of the Supplier’s invoice issued no later than 15 days after delivery of the Delivery with a due date of 45 days from the delivery of the invoice to the Customer, if in the Order or The contract does not specify a different maturity date.

2.6 The Customer’s monetary obligation is considered to be fulfilled when the relevant amount of funds is debited from the Customer’s bank account to the Supplier’s bank account.

2.7 nvoices for payment must contain the requisites of an invoice as a tax document. Individual invoices will (unless the applicable legal regulations state otherwise) contain: designation of the obliged and authorized person, registered office address, invoice number, date of dispatch and due date of the invoice, designation of the financial institution and number of the account to which the invoiced amount is to be paid, designation of the subject contract, stamp impression and signature of the authorized person. VAT will be stated in the invoice in accordance with the valid wording of the VAT Act. In the event that, according to the applicable VAT Act and after the assessment of the activities that are the subject of the Contract, these activities are evaluated as construction activities classified in section F of the CPA 2015 statistical classification, the transfer of tax liability regime is applied and the invoicing will be issued without VAT, i.e. in accordance with § 69 par. 12 letters j) of the VAT Act in the transfer of tax liability regime. Each invoice must be accompanied by an investigation protocol, confirmed by the signature of the Customer’s authorized person in matters of signing lists of works and agreeing invoicing.

2.8 Before the transfer of funds, the customer performs a material and formal check of each invoice. In the event that the invoice does not contain the details required by legal regulations and the details declared in the Contract, the Customer returns the invoice to the Supplier for completion. In such a case, the due date will be interrupted and the new due date will begin with the delivery of the proper invoice to the Customer.

2.9 The contracting parties have agreed that 5% of the price of the Delivery (without VAT) is retained and 5% of the price of the Delivery (without VAT) is a guarantee. The Customer is entitled to withhold the retention fee and guarantee security under the Contract in order to ensure the Supplier’s obligation to properly and timely fulfill the subject of the Contract. The parties to the contract agreed that the Customer is entitled to satisfy his claims against the Supplier for defects in the Delivery, claims for contractual fines, discounts on the price of the Delivery, compensation for damage, additional costs and losses of the Customer resulting from non-compliance with the timetable of the implementation procedure by offsetting the retention and guarantee security works by the Supplier, costs incurred by the Customer as a result of withdrawal from the Contract and/or other costs incurred by the Customer as a result of the breach of the Supplier’s contractual obligations. The retention fee and the guarantee deposit will be created in such a way that the Customer withholds from each invoice an amount in the amount of 10% of the invoiced amount (excluding VAT).

2.10 The contracting parties have agreed that the Retention and Guarantee Security or part of them will be paid to the Supplier (released in favor of the Supplier) in the event that they are not used by the Customer in accordance with this Agreement, as follows:

2.10.1 The Customer will release the retention fee if the Delivery is completed properly and on time in accordance with the Contract (on this fact, the Supplier will submit a copy of the Protocol on the delivery and acceptance of the Delivery signed by the Customer), after 30 days have passed from the date of acceptance of the Work by the Customer and the removal of all notified defects and unfinished works (about this fact, the Supplier will submit a copy of the confirmation of the removal of defects and unfinished works signed by the Customer – the Customer’s authorized person in matters of signing lists of works and agreeing invoicing.), based on the written request of the Supplier.

2.10.2 The warranty deposit will be paid no earlier than 45 days after the expiration of the warranty period and the removal of all claimed defects within the warranty period, based on a written request from the Supplier or within 45 days after the presentation of a document on an irrevocable bank guarantee issued on the first request, without objection, on the amount of the Guarantee Deposit established in a bank institution approved by the Customer and acceptance of the bank guarantee by the Customer. The supplier submits a draft bank guarantee to the customer for approval from the point of view of the content page. The customer is not obliged to accept the submitted bank guarantee, and in such case he is entitled to retain the guarantee deposit for the entire guarantee period or until the removal of all claimed defects within the warranty period.

2.11 The parties to the contract have agreed that in the event that, within the warranty period, bankruptcy proceedings are initiated against the Supplier and/or if a restructuring assessment has begun to be drawn up (the Supplier is obliged to inform the Customer of this fact immediately), it is provided to the Customer on the date of publication of the decision of the relevant court on the commencement of bankruptcy proceedings and/or on the date of the preparation of the restructuring assessment by the administrator (the Supplier is obliged to inform the Customer of this fact without delay) an additional discount from the price of the work in the amount of 5% of the price of the work without VAT.

Part. 3 Duration and methods of termination

3.1 he contract is concluded for a fixed period of time specified in the Order; if the duration of the Contract is not specified in the Order, the Contract is concluded until the date of fulfillment of all obligations of the Supplier arising from it.

3.2 Withdrawal: The contracting party may withdraw from this Agreement or of the partial contract in the event that

(i) one of the contracting parties violates the Agreement in a substantial way,

(ii) a bankruptcy petition has been filed for the Supplier’s property or a restructuring permit has been filed,

(iii) the other contracting party enters liquidation,

(iv) the case agreed in the Contract occurs, or partial contract or specified in the relevant legal regulation and/or

(v) The supplier violates the contract in an immaterial way and does not fulfill the obligation, the fulfillment of which is in delay even within the additional reasonable period provided to it by the other contractual party.

The contracting parties have agreed that they consider the following to be a material breach of the Contract:

a) if the Supplier is more than 3 days late in performing the service or,
b) if the Supplier does not observe / violates the method of determining the price for the service,
c) if the Supplier repeatedly (2x) violates its obligation to deliver the service properly and on time or
d) if the Supplier violates the obligations arising from the Contract.

3.3 The expiration of the Agreement does not affect the Supplier’s obligation to fulfill obligations or agreements that arose during the Agreement’s validity (e.g. the right to pay penalties).

Part.4 Terms of Delivery

4.1 The Supplier’s obligation to perform and deliver the Supply properly and on time is fulfilled if the Customer accepts the Supply at the place of delivery, usually by signing the acceptance protocol or another document, e.g. report on the execution of work, assembly diary, report on the acceptance of the Delivery, etc.

4.2 The Customer has the ownership right to the manufactured Part from the beginning. The risk of damage to the Delivery passes to the Customer at the moment of acceptance of the Delivery by the Customer.

4.3 The Supplier, at its own expense, will ensure the delivery of the Delivery to the place of delivery, including transport, unless the contracting parties have agreed otherwise in writing.

4.4 Unless the contracting parties have agreed otherwise, the condition for handing over and taking over the Supply is the successful performance of all tests prescribed in particular by the relevant regulations, valid standards, project documentation and the Customer, which will be carried out by the Supplier at its own expense. The protocol on the progress and results of the tests will be handed over by the Supplier to the customer within 7 days of their execution. All documents with which the supplier is obliged to document the proper execution of the Deliveries shall be submitted by the Supplier to the Customer no later than on the day of the start of the acceptance procedure.

These are mainly the following documents:

– documentation of the actual implementation,

– all prescribed documents certifying the proper and high-quality execution of the work, including the “Declaration of the supplier on the quality and completeness” of the work, if the supplier has not demonstrably handed it over to the customer on the day of handing over and taking over the work,

– instructions for use, operation and maintenance in the Slovak language,

– draft service contract (for technological files and technical devices),

– warranty certificates for products and equipment,

– declarations of conformity,

– documents on operator training,

– documents on waste disposal,

– other documents required by the Customer during the provision of the service/execution of the Work,

– construction/assembly diary.

4.5 The submission of incorrect, false or incomplete documents required by the Customer to take over the Delivery is considered a substantial defect of the delivered Delivery, which prevents the safe use of its result, which results in the fact that the Customer is not obliged to take over the Delivery.

Part.5 Tests, mechanical completion, comprehensive testing

5.1 Individual and functional tests:

These are tests to verify the correctness of the installation and the functionality of the Delivery. The supplier will carry out individual and functional tests of the equipment and/or items that he supplied in fulfillment of the subject of the Order/Contract (especially leak, pressure, mechanical or other tests determined according to the nature of the Delivery) in order to verify the quality and complexity of the assembly of individual items/items.

The supplier undertakes to inform the customer about the preparation of individual tests by writing in the assembly/construction diary at least 3 working days in advance. The Customer’s representative has the right to participate in the course of individual and functional tests.

protocol will be written about the execution of individual and functional tests, in which the course and result of the individual and functional tests are captured, if the Customer does not determine that this protocol does not need to be written. In the case of detection of defects and/or deficiencies detected during individual and functional tests, these will be written in the protocol on the execution of individual and functional tests, if they do not prevent the start of comprehensive testing, including the deadline for their elimination. In the event that the assembly is completed and individual and functional tests have been carried out properly and on time, which proved the functionality and completeness of the Delivery, including the correctness of the installation, there is a mechanical termination of the execution of the Delivery.

5.2 Comprehensive testing:

Comprehensive testing means carrying out tests after the mechanical completion of the complete Project, which includes the Delivery or its parts, in order to verify the correctness of the installation and the functionality of the device as a whole with the use of media, i.e. it proves that the equipment and/or things delivered by the Supplier in fulfilling the subject of the Agreement are functional, mechanically and technologically capable of trial operation. Comprehensive testing does not demonstrate the achievement of the Guaranteed parameters of the Delivery.

The supplier is obliged and entitled to start comprehensive testing only after successful completion of individual tests.

Part of the comprehensive testing also includes training in the operation and maintenance of the Delivery, while the Supplier is obliged to carry out this activity not only for the Customer but also for the Investor’s employees, if the Customer requests it. The Supplier shall make a separate record of the completion of the comprehensive testing, which it will hand over to the Customer.

Comprehensive testing will be carried out by the Supplier in the presence of the Customer’s representative. The contracting parties consider the complex testing to be successful under the conditions agreed in the Delivery.

If minor defects occur during the comprehensive testing, the Supplier will remove them at his own expense. If the removal of a minor defect does not require a time longer than one hour, the comprehensive testing is not extended; if the removal of a minor defect requires more than one hour, the comprehensive test is repeated in its entirety under the same conditions.

No later than 3 working days after the successful comprehensive testing, the contracting parties will write a comprehensive testing protocol, in which (i) they specify the date of the start of the trial operation (ii) they indicate any minor defects or incompleteness for which the Supplier is responsible, but which do not prevent the start of the trial operation, while The supplier undertakes to promptly remove these minor defects and incompleteness at his own expense, at the latest by the end of the test operation.

No later than 3 working days after an unsuccessful comprehensive test, the contracting parties write a record of the comprehensive test, in which (i) the contracting parties agree on the next procedure (ii) the date of removal of the identified defects (iii) the date of a new comprehensive test. The Customer’s right to withdraw from the Contract does not expire by making a record of the comprehensive trial.

5.3 Test run:

Trial operation of the Supply is usually carried out in the Investor’s production process, unless otherwise stated in the Order/Contract, according to the Supplier’s instructions. For the avoidance of doubt, the contracting parties confirm that the responsibility for the course and results of the test operation is borne by the Supplier, except in cases where the test operation is interrupted or terminated for reasons on the part of the Customer.

The contracting parties have agreed that the test operation will be 5 calendar days, unless otherwise stated in the Order/Contract, during which the Work must demonstrate (i) technological reliability (ii) functional/operational reliability (iii) technical reliability.

he supplier is obliged, at his own expense, to ensure the presence of his professional representatives during the test operation. The customer is obliged, at his own expense, to ensure the conditions for carrying out the test operation, in particular: media, operating personnel, laboratory.

No later than 3 working days after the end of the test operation as successful, the representatives of the contracting parties will draw up and sign the Protocol on handover and acceptance of the Work, which will contain information about the result of the test operation. The test operation is considered successful if the Delivery (i) is able to consistently achieve the Guaranteed parameters (ii) reliability without defects has been demonstrated; if even one condition is not achieved, the test operation is unsuccessful.

No later than 3 working days after the end of the test operation as unsuccessful, the representatives of the contracting parties will draw up a record of the progress of the test operation, which will include (i) the evaluation of the parameters actually achieved during the test operation, (ii) the agreed further procedure and the dates for the elimination of defects, (iii) a new date for the trial operation was agreed. The Customer’s right to withdraw from the Contract is not terminated by making a record of the unsuccessful test operation.

5.4 Guaranteed parameters:

The delivery must meet the minimum parameters established by law and STN, or higher Guaranteed parameters, if they are specified in the Order/Contract.

5.5 Success of the Service/Work:

The service is successfully provided/performed or the Work is successfully performed (i) by successfully performing a trial run and/or (ii) by signing the Acceptance Protocol, which will indicate that the Customer accepts the service/Work without reservations, including the documentary part.

Part. 6 Liability for defects

6.1 The supplier is responsible for properly performed services to the customer until the service is delivered properly and on time.

6.2 The customer is entitled to interrupt the performance of the service/Work or part, especially in these cases:

a) if he discovers that the Supplier performs the service/Work in violation of the Order, or By the contract, or by the Customer’s instructions,
b) if the continuation of the performance of the service/Work would cause damage in the next period or would endanger safety at work.

6.3 If the subject of the contract is the Work, the Supplier declares:

a) The work will be usable for the purpose specified in the Order, or agreed in the Contract,
b) The work will be of first-class quality and will retain the properties agreed in the Contract and/or the properties specified in the relevant standards valid in the Slovak Republic and the EU,
c) provides the Customer with a warranty for the completed Work and is responsible for the fact that the Work will have the properties specified in the Order during the entire warranty period, or The contract, GTC, project documentation, technical standards and technical regulations, generally binding legal regulations,
d) that he is responsible for the fact that the completed Work will be complete, operable and therefore free of defects that would in any way interfere with or reduce its value or the ability to use it for the intended purposes.

6.4 The supplier provides the customer with a guarantee for the Delivery for a period of 60 months, and the guarantee period begins on the day of signing the acceptance protocol according to point 5.5 (hereinafter referred to as the “guarantee”), unless the contracting parties agree otherwise in writing.

6.5 The Customer is entitled to notify the Supplier of defects at any time during the warranty period, but no later than 15 days after the expiration of the warranty period. Each and every defect in the work is considered a defect for which the Supplier is objectively responsible; in the case of doubts about the Supplier’s responsibility for defects, the Supplier is responsible for defects until he clearly and reliably proves the contrary.

6.6 If the Customer asserts with the Supplier the right to remove the defect, the Supplier undertakes to demonstrably begin the removal of the claimed defects within 48 hours of receiving the complaint at the latest. In the event that the Supplier does not start removing the defects within 48 hours of receiving the complaint, the Customer is entitled to have the defects removed by a third party at the Supplier’s expense, and at the same time the Customer has the right to a contractual fine in the amount according to these GTC. The deadline for removing the defect will be specified by the Customer directly in the complaint.

6.7 The warranty provided does not replace the supplier’s legal responsibility for defects.

Part. 7 Contractual fines and interest for delay

7.1 The Supplier has the right against the Customer for late payment interest in the amount of 0.01% per day of the amount owed, but only if the Supplier invoiced correctly and on time and at the same time the Supplier delivered the Delivery correctly and on time.

7.2 The contracting parties have agreed that the Customer has the right to a contractual penalty, in the event that the Supplier is late with the delivery of the Delivery within the agreed term, in the amount of 0.2% of the total price of the Delivery for each day of delay.

7.3 The contracting parties have agreed that the Customer has the right to a contractual penalty, in the event that the Supplier is late in starting the removal of defects in the Delivery within the deadline according to these GTC, in the amount of 0.2% of the total price of the Delivery excluding VAT for each day of delay.

7.4 The contracting parties have agreed that the Customer has the right to a contractual penalty, in the event that the Supplier is late in removing defects in the service/Work within the deadline for removing the defect, in the amount of 0.2% of the total price of the Delivery without VAT for each day, including the beginning delays and each defect separately.

7.5 The contractual penalty for non-compliance with the Guaranteed parameters amounts to 0.5% of the total price of the Delivery without VAT, for each individual case.

7.6 The contracting parties have agreed that the Customer has the right to a contractual fine in the amount of €200 for each violation of OSH by the Supplier’s employees, in particular for:

– for every failure to use the correct protective clothing of the Supplier’s employee with the name of the Supplier’s company in a visible place,

– for every non-use of mandatory protective equipment by the Supplier’s employee, such as a safety helmet, safety shoes, safety glasses,

– for any and every use of alcoholic, narcotic and psychotropic substances by the Supplier’s employee, including any refusal by the Supplier’s employee to submit to any testing for the purpose of detecting alcoholic, narcotic and psychotropic substances,

– for every violation of the smoking ban at the Customer’s workplace or at the place of delivery.

7.7 The contracting parties have agreed that in the event that the Customer is awarded a contractual penalty by its contractual partner (from a contractual relationship where the Customer is a supplier/contractor), due to a breach of the Supplier’s obligations (or its employees or subcontractors), the Customer is entitled to claim against the Supplier a contractual fine in the amount of 2 times the amount of the contractual fine awarded to the Customer, with which the Supplier agrees without reservation and considers this amount of the contractual fine to be reasonable.

7.8 The Customer’s right to compensation for damages in full, including compensation for damages due to defective performance, is not affected or limited by the aforementioned contractual fines. The customer is entitled to claim damages from the supplier in full separately.

7.9 The supplier confirms that it considers the amount of the contractual fines to be reasonable in relation to the obligation by which the contractual fine is secured.

Part. 8 Special Statements

8.1 The Supplier declares that, before starting the performance of the Work service, it has demonstrably informed and properly trained the Supplier’s employees about the internal rules, internal directives and work regulations, or other regulations of the Supplier, the Customer, or Investors whose content is mainly compliance with health and safety, fire protection, fire prevention, environmental protection, waste management, use of protective work equipment, etc.

8.2 The Supplier declares that all the Supplier’s employees have the required qualifications, professional competence, are equipped with all the necessary protective equipment necessary for the performance of the given service, have the necessary tools or equipment necessary for the performance of the service and/or according to the Customer’s request.

8.3 The supplier declares that all technical devices, tools, work aids, tools, devices, etc., used in the delivery of the service, meet all requirements resulting from legal/technical regulations, technical standards, manufacturer’s recommendations and at the same time have been, are and will be regularly calibrated or verified; electrical devices undergo a regular revision of the appliances.

8.4 The customer can at any time ask the supplier for reliable proof of the truth of the statements according to this article. The supplier is obliged to prove his statements credibly upon the request of the customer without delay.

8.5 The contracting parties have agreed that in the event that any of the supplier’s statements under this article prove to be false, or compliance The Supplier will not be able to credibly demonstrate its truthfulness, the Customer is entitled to apply a contractual fine of €500 for each violation against the Supplier.

8.6 The Supplier undertakes, at the Customer’s request, to reimburse the Customer for all costs actually incurred by the Customer in connection with the breach of any duties and obligations by the Supplier’s employees. For the purposes of the Agreement, the actual costs incurred also include any fines, sanctions and damages claimed by the Investor against the Customer for violation of internal rules, internal guidelines and work regulations, or other regulations of the Investor, which were violated by the Supplier’s employee at the place of delivery.

8.7 The Supplier undertakes to comply with provisions no. 124/2006 Coll. on safety and health protection at work and on amendments to certain laws as amended and related legal regulations, in particular decree no. no. 508/2009 Coll., which establishes details for ensuring safety and health protection when working with pressure, lifting, electric and gas technical equipment and which establishes technical equipment that is considered reserved technical equipment in the wording of Decree no. 435/2012 Coll., decrees of the Ministry of Internal Affairs and Communications of the Slovak Republic no. 147/2013 Coll., which establishes details for ensuring safety and health protection in construction works and works related to them and details about professional competence for the performance of certain work activities, SR Government Regulation no. 392/2006 Coll. on minimum safety and health requirements for the use of work equipment, SR Government Regulation no. 396/2006 Coll. on minimum safety and health requirements for the construction site, decree no. no. 395/2006 Coll. on minimum requirements for the provision and use of personal protective work equipment and other regulations to ensure safety and health protection at work.

8.8 The contractor is fully responsible for the safety and health protection of all persons and for the protection of property in the area of the construction site and in the protection zone of the construction site in public space and for compliance with the legal regulations relating to safety and health protection at work and environmental protection for its employees and for the employees of its suppliers, or subcontractors on the construction site. The contractor will take such safety measures as to prevent danger to persons and damage to property in the vicinity of the construction site in the public area.

8.9 The supplier undertakes:

a) comply with safety, hygiene, fire and ecological regulations on the handed over construction site,
b) ensure own supervision of work safety,
c) equip your employees with personal protective work equipment according to the profession, activity and risk at the workplace,
d) visibly mark the clothing of your employees with the affiliation of the company
e) perform professional work only by employees or subcontractors who have the relevant qualifications to perform such work and are professionally trained for specialized work and are medically fit (medical examination). In the case of using an open fire during its activities, the Contractor is obliged to provide fire supervision during the implementation of the work and for a period of 8 hours after the end of the work with an open fire,
f) to mark and maintain permanently free escape routes, escape exits and emergency routes, boarding areas and access to them, as well as access to the closures of electricity, gas, water distribution equipment, to fire engineering equipment, equipment for declaring a fire alarm, fire water supply and to sources of water for extinguishing fires.

8.10 The supplier, in cooperation with the customer, familiarizes himself with the safety risks at the workplace, warns his employees about them and determines the method of protection and prevention against accidents and other damage to health.

8.11 The Contractor is obliged to stop assigning work to the Delivery and prevent entry to the construction site to its employees or contractors who:

– were under the influence of alcohol, narcotic or psychotropic substances on the construction site;

– they have significantly violated the principles of safety and health protection at work;

– damaged the legitimate interests of the Customer;

– have been reasonably designated by the Client as persons who should be prohibited from entering the construction site.8.12 Dodávateľ upozorní Objednávateľa na všetky okolnosti :

– which could lead to a threat to the life and health of the Customer’s employees and other persons during its activity,

– which, during its operation, could lead to a threat to the operation or a threat to the safe state of technical equipment or objects.

8.13 In the event of an accident, occupational injury or other similar event at the construction site, the Contractor shall immediately notify the Customer, or authorized person of the Customer, in particular:

– occupational accidents,

– damage to equipment and machines at the construction site and construction site,

-damage to the environment,

– fires.

8.14 The supplier undertakes not to move or stay at workplaces/construction sites that are not related to the performance of work according to the Contract without the knowledge and consent of the Customer. The customer is not responsible for damages caused to the supplier if its employees stay outside the designated premises without authorization or if they use access routes other than those designated.

8.15 The Supplier is fully liable for damages caused by the Supplier or its subcontractors to the property of the Customer/Investor or third parties during the execution of the contractual works..

8.16 Please make sure that you have the necessary security measures in place so that you can take care of your situation around the area. It is necessary to keep an eye on the environment and on the existing engineering networks, as well as on the way out, and on the way out of the box, and on the way to the office, and on the way to the communication..

8.17 The supplier is responsible for not using material that is known to be harmful at the time of its use in the execution of the Work. The construction products used in the implementation of the Work must meet the conditions and requirements specified in Act no. 133/2013 Coll. on construction products as amended.

8.18 At any time, the contractor must be able to prove the relevant quality certificates of the materials and equipment used, the documents of conformity before their installation and the qualifications of the employees entrusted with the performance of that work by submitting copies of these documents to the technical supervision upon request. In addition, the Customer, through technical supervision, reserves the right to take samples of even “proven” products and subject them to testing in the test room of his choice, whenever he deems it appropriate, in order to check whether they are in accordance with the accepted standards and requirements of the project. The technical supervision draws attention to deficiencies found during the work by writing them in the construction diary, and that without delay. The supplier will ensure the participation of its employees in the inspection of its deliveries and works, which is carried out by the customer’s technical supervision or another responsible representative of the customer, and without delay will take measures to eliminate detected defects and deviations from the project.

8.19 The contractor is obliged to submit to the technical supervisor at his request the construction diary and all technical documentation related to the execution of the Work and records of the tests performed.

8.20 During construction, the Contractor may not reduce the standard, scope, quality, service life and quality of the supply of construction materials, supplies and procedures, or other supplied products that will form part of the Supply.

8.21 During the implementation, the contractor is obliged to fully respect the general technical requirements and business conditions of construction works and to carry out the construction and individual works and procedures in accordance with them. The Supplier is bound to accept the binding nature of all Slovak technical standards (STN) and EN technical standards, decrees and other legal regulations that relate to the Supply. All materials and products used in the execution of works must have a certificate of conformity valid for the Slovak Republic.

8.22 The contractor will maintain all tools, equipment, machinery, scaffolding, etc. necessary for the implementation of the subject of the contract in an appropriate technical condition, will maintain comprehensive order at the place of implementation of the subject of the contract and ensure the coordination of its subcontractors.

8.23 The Supplier undertakes not to use materials, elements, machines, devices or constructions that are protected by patent or copyright, without the consent of the authorized persons, when carrying out the Delivery. Otherwise, the Supplier shall bear all the resulting consequences.

8.24 Any change of subcontractor must be agreed in writing with the Customer in advance by the Supplier. Without an agreed change, the Client may stop construction work, or consider an unapproved change of subcontractor as a material breach of the Contract.

8.25 The construction site, the protective zone of the construction site and all affected entrances shall be ensured by the Contractor in such a way that third parties and their property are not endangered by construction activities or extraordinary weather effects. The contractor is responsible for the cleanliness of the roads along which he imports material and mechanisms and removes construction waste from the construction site. Any damages resulting from the violation of the obligations specified in this paragraph shall be reimbursed by the Supplier to the Customer and shall satisfy the legitimate claims of third parties.

8.26 The contractor will ensure that there is no leakage of petroleum products from its vehicles and machinery and that there is no pollution of neighboring roads. Pollution caused by the Supplier will be disposed of by the Supplier at its own expense.

8.27 On the day of the protocol handover of the Deliveries to the Customer, the Supplier shall ensure the removal of equipment, construction site equipment and any unnecessary material from the construction site.

8.28 When carrying out the work, the Contractor shall take special care to respect the schedule of the Customer’s activities, during which he is obliged to refrain from noisy demolition and drilling works.

8.29 The supplier keeps records of all waste generated from its activities and its disposal.

8.30 In the event that the Supplier does not have waste disposal (other or hazardous) registered as part of its scope of business, the Supplier is obliged to document to the Customer a contractual relationship with a company with such authorizations for the purpose of covering the full scope of waste from its volume of work on the Supply.

8.31 The contractor is responsible for the proper management of waste generated by his activities in full.

8.32 The Supplier shall inform the Customer in writing of the name of the person responsible for waste management within the scope of the agreed contract before starting work on the Delivery – Works.

Part. 9 Special arrangements of the work contract

9.1 When concluding a contract for a work, the Supplier may be designated as the contractor and the service may be designated as the Work.

9.2 The Contractor’s obligation to perform the Work is considered to be fulfilled only after its proper and timely completion and protocol handover to the customer without defects and incompleteness, including the handover of documentation for the work specified by the Customer or usually delivered.

9.3 The Customer is the owner of the Work from the beginning of its execution. Ownership rights to machines, devices, materials or equipment that are part of the Work are transferred to the Customer at the moment of their delivery to the place of delivery.

9.4 The customer reserves the right to conclude a contract for the work with a third party as a contractor in order to achieve the fulfillment of the subject of the contract in case of substantial non-fulfillment of the deadlines resulting from the Order/Contract or the agreed time of delivery of the Work. The increased costs from such a procedure are fully borne by the Supplier.

9.5 A delay in the performance date by more than 15 calendar days compared to the agreed performance date is considered a material breach of the Agreement..

Part. 10 Rights and obligations of the Customer

10.1 The customer has the right to refuse to take over the service / Work, especially if:

a) The Supplier shall not deliver together with the service/Part a handover protocol signed by the Customer, or other usual or agreed documents, e.g. report on acceptance and delivery of the Work, assembly diary, report on completion of assembly, accompanying technical documentation, certificates, instructions, etc.,
b) The supplier delivers the service/Work before or after the agreed delivery date,
c) The supplier delivers a smaller/larger scope of the service/Work than was agreed,
d) the quality of the service/Work does not correspond to the agreed or usual quality,
e) if the service/Work was not provided in accordance with the requirements exchanged by the Customer.Ak Objednávateľ využije svoje právo odmietnuť prevziať službu/Dielo, náklady s tým spojené znáša Dodávateľ.

10.2 The customer has the right to deliver the service/Work in the required quantity, high quality, on the date specified by the customer and at the agreed place of delivery.

10.3 The customer is entitled to check whether the employees or subcontractors of the Supplier comply with the ban on the consumption of alcoholic, narcotic and/or psychotropic substances, both on the premises of the customer and on the premises of the Investor. In the event of a positive finding of a violation of the aforementioned prohibition, the customer is entitled not to allow such a person into the relevant premises or is entitled to expel such a person from the relevant premises.

10.4 The customer is also entitled to grant a person who is an employee or a subcontractor of the Supplier a so-called a red card, in case a violation is detected:

(i) banning the consumption of alcoholic, narcotic and/or psychotropic substances or

(ii) prohibition of theft of material, products and foreign objects from the premises of the ordering party and/or the Investor and/or

(iii) the obligation to submit to the control of alcoholic, narcotic and/or psychotropic substances and/or

(iv) other serious obligations agreed in the General Terms and Conditions or the contract to which these General Terms and Conditions apply (a serious breach of obligations is understood, for example, as a breach of obligations that can lead, for example, to causing damage to property or health, or environmental pollution).

This red card will be granted for a period of 3 years from the discovery of any of the above-mentioned violations of the obligation, and the person to whom this red card will be granted is not authorized to perform any activities for the Customer, either directly or as an employee of the Supplier or a subcontractor of the Supplier, during the said period. The Supplier is responsible for complying with the obligation according to the previous sentence.

A red card can also be granted by the Customer directly to the Supplier if, within 2 consecutive years, the Customer discovers a violation of the obligations mentioned above in this point 3 times; the effects of awarding a red card directly to the Supplier are the same as when it is awarded to an employee or a subcontractor of the Supplier as stated in the paragraph above.

Part. 11 Rights and obligations of the Supplier

11.1 The Supplier is obliged to deliver the service/Work properly and on time, with all professional care, while the Supplier is fully liable to the Customer for any damages resulting from the breach of this obligation.

11.2 The supplier is obliged to notify the customer (e-mail, phone call) of the delivery of the service at least one working day in advance, unless the contracting parties agree otherwise in the Order/Contract.

11.3 The supplier undertakes to ensure that the confirmation of the Order is carried out on his behalf only by a person authorized to do so; in the event of a breach of this obligation, the Supplier is obliged to compensate the Customer for the damage it incurs. For the purposes of confirmation of the Customer’s Orders by the Supplier, any employee of the Supplier or a person using the Supplier’s means of communication (fax, e-mail, telephone) or the Supplier’s stamp is considered to be an authorized person of the Supplier, unless the contracting parties expressly agree otherwise, or if the contracting parties do not expressly agree on a specific authorized person on the Supplier’s side, whose name is mentioned in the Contract/Order. For the avoidance of doubt, the contracting parties consider these entities as a person authorized to act on behalf of and as the Supplier in the sense of para. § 15 or section § 16 of the Commercial Code.

11.4 The Supplier is obliged to inform the Customer in writing 48 hours before the start of the performance of the service/Work about the person who will be the contact and responsible person for the performance of the service/Work for the Supplier – name, surname, OP number, telephone number, or e-mail, if their name is not listed in the Order/Contract.

11.5 The Supplier is obliged to submit in writing a list of the Supplier’s employees (name, surname, OP number), or other persons of the Supplier who will perform the service/Work. At the Customer’s request, the Supplier is obliged to submit other documents, in particular documents on health and/or professional competence, completion of OSH and PO training, technical documentation for equipment, tools and work aids used in the delivery of the service.

11.6 The Supplier undertakes that all employees of the Supplier have the required qualifications, professional and medical qualifications, are properly trained to comply with OSH, PO and environmental regulations. For the protection of the health and safety of the work of its employees during the construction or performance of other activities/provision of services/execution of the Work according to the Order, or The Supplier is responsible for the contract. During the entire period of service/Work implementation, the Contractor shall ensure the safety of work and operation, in particular compliance with health and safety regulations and fire protection on the construction site and other premises affected by the activity performed by him, and shall be liable for damages arising from their violation to the Customer or third parties.

11.7 The Supplier undertakes to respect the decision of the Customer or the Investor to reduce the scope of the requested service/Work. In such a case, the price for the services/Work is reduced by the price of materials, products, etc., which, based on this decision of the Customer, or the Investor, will not be performed or delivered. The Customer undertakes to notify the Supplier of this decision in writing, no later than 2 days before the start of works/deliveries, by which the subject of the service/Work is reduced. Any additional work of the subject of the service may be performed by the Supplier on the basis of a written addendum to the Agreement, or on the basis of the written consent of the Customer to perform these works.

11.8 At the Customer’s request, the Supplier is obliged to have proper CAR (“all risk”) insurance, including cross-liability insurance in the amount of the price of the service/Work, for the insurance amount equal to the price of the service/Work, during the entire period of validity and effectiveness of the Contract/Order. if in the Order, or no other type of insurance is expressly stated in the Contract. The minimum amount of insurance payment for liability insurance for damage to third parties must be agreed to the amount of €30,000 for a natural person – entrepreneur and €150,000 for a legal entity. At the Customer’s request, the supplier is obliged to submit all relevant insurance contracts without delay. In the event that the Supplier fails to submit the insurance policies upon request, this is considered a material breach of the Supplier’s contractual obligations.

11.9 The Supplier is obliged to inform the Customer in writing immediately:

– about all essential facts related to the performance of his activity (e.g. changes in official permits, state exams, etc.),

– about any significant negative impacts, or the threat of them in connection with the fulfillment of the subject of the contract, especially about any delay in the fulfillment of the obligation (failure to fulfill the schedule) and the like,

– on the development of the fulfillment of the subject of the contract, as well as on other facts that may have an impact on the fulfillment of the subject of the contract.

Part.12 Special provisions

12.1 By signing the Contract, the Supplier confirms and at the same time honestly declares that, as of the date of signing the Contract, he has fulfilled all obligations towards the Tax Office, the Social Insurance Company and health insurance companies and that he has all valid authorizations in accordance with the relevant legal regulations for the implementation of the Supply.

2 The supplier is obliged to strictly comply with the provisions of Act no. 82/2005 Coll. on illegal work and illegal employment in the sense of later amendments and additions. The Contractor is aware that he must be ready immediately and at any time, upon request, to prove to the competent authorities and the Customer that the worker present at the construction site and/or temporarily working on the Supply is validly registered with the social and health insurance company and that all the necessary payments are currently and continuously paid for him levies. If he does not do so, the due date of the invoices does not expire and the Customer is not in arrears with payments. Violation of an obligation by the Supplier in accordance with this point 12.2 of the Agreement is considered a substantial breach of the Agreement, which establishes the right of the Customer to withdraw from the Agreement. At the same time, in such a case, the Supplier is responsible to the Customer for any damage caused thereby, in particular for damage caused by the imposition of a monetary or other sanction in this regard by the administrative authorities or contractual partners of the Customer (e.g. the Investor) and undertakes to pay it forthwith upon the request of the Customer. The customer is entitled to offset the resulting damage in accordance with the previous sentence with any due and unpaid claims of the Supplier.

12.3 The Supplier declares that, as of the date of signing the Contract, there are no reasons on the basis of which the Customer should become a guarantor for the tax pursuant to § 69 par. 14 in connection with § 69b of Act no. 222/2004 Coll. on value added tax as amended (hereinafter referred to as the “VAT Act”) and is not included in the list of value added tax payers for whom reasons for cancellation of VAT registration have arisen, maintained by the Financial Directorate of the Slovak Republic and published on the portal of the Financial Administration of the Slovak Republic according to § 69 par. 15 of the VAT Act. The supplier further declares that as soon as he becomes aware of the fact that he is included in the list of value added tax payers who have reasons for canceling VAT registration, he will immediately notify the Customer of this fact in writing.

12.4 The customer is entitled to deduct from the invoiced price of the work, or part of it, the amount corresponding to the amount of VAT stated on each invoice issued by the Supplier to the Customer in the event that the Supplier and demonstrable reasons arise for canceling the registration pursuant to § 81 par. 4 letters b) the second point in terms of the VAT Act, or if the Supplier is published in the relevant list of persons for cancellation of registration according to § 81 par. 4 letters b) of the VAT Act conducted by the Financial Directorate of the Slovak Republic, or if there is a clearly demonstrable reasonable fear that the Supplier will not pay the relevant value added tax or part of it in violation of the VAT Act. The Customer is obliged to use the thus withheld amount to pay unpaid VAT from the invoices issued by the Supplier to the Customer, which the Customer will be obliged to pay as a guarantor according to § 69 par. 14 of the VAT Act. The Customer is obliged to make such a payment in the name of the Supplier with the Supplier’s VAT number in favor of the relevant account of the tax office identifying the Supplier. The customer is entitled to reimbursement of expenses related to the application of withholding tax in accordance with this provision; compensation is determined at a fixed rate of €100 per invoice and will be unilaterally offset by the Customer against the Supplier’s invoice, from which tax withholding tax is applied

12.5 The customer who, according to § 69b of the VAT Act, as a guarantor, was imposed by the decision of the tax authority the obligation to pay unpaid VAT or its part for the Supplier, or if the tax authority issues a decision that it will use the excessive deduction of the Customer or its part to pay the unpaid VAT by the Supplier or its part part, is entitled to demand compensation from the Supplier for unpaid VAT paid in this way or part of it, and the Customer is entitled to unilaterally set off any receivables of the Supplier.

12.6 The supplier is obliged to comply with legal obligations pursuant to Act no. 315/2016 Coll. on the register of public sector partners and on amendments to certain laws, as amended (“ZoRPVS”) throughout the duration of the Agreement. At the same time, he declares that as of the date of signing the Agreement, he has fulfilled all his obligations arising from the ZoRPVS and undertakes to reliably prove these obligations to the Customer at any time upon request. Failure to fulfill obligations under ZoRPVS or failure to demonstrate fulfillment of obligations under ZoRPVS is considered a material breach of the Agreement. The Supplier hereby undertakes to pay the Customer, as well as the statutory representatives of the Customer, any damage caused by non-fulfillment of obligations under the ZoRPVS without delay upon request.

12.7 The Contracting Parties have agreed that if one Contracting Party substantially violates the contractual obligations agreed in the Contract, the other Contracting Party has the right to withdraw from the Contract. The conditions for withdrawing from the Contract are governed by the provisions of the Commercial Code.

12.8 The Customer may withdraw or partially withdraw from the Contract or take away from the Supplier part of the works and services forming the subject of the Contract and carry them out himself or have them carried out by third parties, even in the event:

a) if the Contractor is more than 14 days behind schedule with the execution of the Work,
b) if the Contractor does not produce the Work in the required quality, according to the approved Project documentation, STN, STN EN and/or technological procedures,
c) if the Investor Agreement between the Customer as contractor and the Investor as customer is terminated for any reason, or if the Investor does not approve the Supplier for any reason, or During the execution of the works, the Investor refuses for any reason the presence of the Contractor on the construction site, which includes the Delivery.
d) unauthorized stoppage or interruption of work by the Contractor,
e) the Contractor’s delay in fulfilling the tasks from the construction inspection schedules for more than 14 days.
f) if bankruptcy proceedings have been initiated for the Supplier’s assets based on a third party’s proposal to declare bankruptcy and the Supplier, at the Customer’s request, does not plausibly refute the existence of reasons for declaring bankruptcy or stopping the bankruptcy proceedings due to lack of assets within a period of at least fourteen (14) days;
g) if a bankruptcy petition or a proposal to authorize restructuring was filed by the Contractor himself, or if a proposal to authorize restructuring was filed by a third party with the consent of the Contractor;
h) if the Supplier is in crisis according to § 67a et seq. Commercial Code

In the event of withdrawal from the contract, the contracting parties shall, without undue delay, carry out an inventory and accounting of the work carried out until then on the Delivery.

12.9 In case of withdrawal from the contract or part of it, the Supplier will take measures to ensure the unfinished scope of the Delivery to the extent requested by the Customer.

12.10 By withdrawing from the contract, all rights and obligations of the contracting parties cease, except claims for compensation for damage, claims for previously applied contractual, or legal sanctions and claims arising from the provisions of the Agreement on the provision of a guarantee and liability for defects for the part of the Delivery that was completed before the withdrawal from the contract.

12.11 Settlement of claims due to withdrawal from the contract:

a) the part of the Delivery completed until withdrawal from the contract remains the property of the Customer,
b) financial differences will be paid by the contracting parties after mutual agreement within 14 days from the delivery of the final invoice to the Customer.

12.12 In the event of termination of the Agreement due to withdrawal, the Supplier is obliged to clear the place of delivery of the Delivery within 10 days from the date of termination of the Agreement.

12.13 Without the prior written consent of the Customer, the Supplier is not entitled to transfer (assign) rights and obligations from the Contract in part or in whole, or arising in connection with the execution of the Work according to the Contract, to a third party.

12.14 The contracting parties have expressly agreed that without the prior written consent of the Customer, the Supplier is not entitled to set off any claims it has incurred against the Customer.

12.15 The customer has the right to suspend the payment of the price of the work if he learns (e.g. from the Credit Check portal etc.) that the supplier does not pay taxes or levies. The suspension of payments in accordance with the previous sentence will be at most in the part in which the Supplier is in arrears with the payment of taxes or levies, until the moment when the Supplier proves to the Customer in a responsible manner (e.g. by confirmation from the relevant institution) that he has paid the taxes or levies respectively explains the non-payment of taxes and levies in another way (e.g. that the unpaid taxes and levies were solved by a confirmed restructuring plan).

12.16 The supplier undertakes to maintain confidentiality about all facts that he learns about during the performance of the Contract or in connection with its conclusion, as well as about all information that is of a confidential nature or is the subject of a trade secret of the other contracting party or another third party (“confidential information “). The supplier undertakes to use confidential information exclusively for the purposes of fulfilling the Agreement, to take all necessary steps to protect and secure confidential information before it is disclosed or provided to a third party, and not to make confidential information available to any other person.

12.17 The contractual party can only be released from the obligation to maintain confidentiality according to this article of the contract by a court or a statutory body of the other contractual party in the form of prior written consent.

12.18 The contracting parties have agreed that the obligation of confidentiality from the Contract will remain in force even after the termination of the contractual relationship established by the Contract, for at least 5 years from the termination of its effectiveness.

Part.13 Final provisions

13.1 Deviating arrangements in the Order, or in the Contract they take precedence over the wording of these General Terms and Conditions; this applies equally to the case of a discrepancy between the Order, or Contract and General Terms and Conditions, the wording of the Order, or Contracts.

13.2 Delivery: The order or other documents according to these GTC are considered to have been delivered to the other party:

a) when using a fax on the day of sending, if the sending technical device confirms error-free transmission;
b) when using e-mail on the day of sending, if the message was not returned as undelivered;
c) in case of personal handover at the moment of acceptance or rejection;
d) when sent by post or courier service to the address listed in the relevant register, on the day it is received by the addressee or when it is returned to the sender by the delivery person as unclaimed within the collection (storage) period or with the note addressee unknown, addressee not reached or with another note of similar meaning.

For the avoidance of doubt, the fiction of delivery does not apply to the delivery of the invoice issued by the Supplier to the Customer.

13.3 These General Terms and Conditions are part of every Order of the Customer and are binding for the Supplier upon confirmation of the Order.

13.4 The Supplier is not authorized in any way to assign a claim against the Customer arising from the Contract/Order without the prior written consent of the Customer (agreed prohibition of assignment). In the event that the Supplier violates this obligation, the Customer is entitled to claim a contractual penalty against the Supplier in the amount of the value of the transferred claim; By signing the Contract, the Supplier confirms that it considers the amount of the contractual fine to be adequate in relation to the obligation by which the contractual fine is secured.

13.5 In the event that, for the proper performance of the service/production of the Work, the Supplier has drawn up or had the drawing up of supplier documentation or other project documentation, the Customer becomes the owner of this documentation at the moment of creation. If this activity of the Supplier creates a work according to the copyright law, an invention or an industrial design is created, the Customer becomes its user at the moment of creation of such a Work, that is, the holder of an unreserved and time-limited license. The price for this right of use is included in the price for the service/Work. The Supplier declares that no person has rights to the transferred objects limiting the rights of the Customer according to this provision. In the event that this statement turns out to be untrue, the Supplier is obliged to compensate the Customer for the damage incurred and to ensure at its own expense that the Customer can exercise these rights undisturbed.

13.6 Intellectual Property:

ntellectual property means any patents, trademarks, internet domain rights, utility models, registered designs, design rights, database rights, copyrights, semiconductor topography rights, trade secret rights, confidential information, know-how, trademarks, trade name and/or rights related thereto and any other known intellectual property rights not listed here, whether registered or unregistered, for the duration of their registration, protection or application for registration.

The supplier declares and confirms that:

a) by fulfilling the Order/Contract, it does not violate the Intellectual Property of a third party,
b) The customer using the service/Work delivered according to the Order/Contract, or subcontract does not violate the Intellectual Property of a third party.

In case of falsity or violation of this statement, the Supplier undertakes:

i) compensate the Customer for all and any damages and/or related costs resulting from the violation of this statement and/or
ii) at the Customer’s request, he assumes the obligation (debt) resulting from the violation of this statement.13.7 The Supplier hereby grants the Customer permission to use his registered or protected trademarks for the purpose and scope of fulfilling the subject of the Order/Contract.

13.8 Protection of personal data: The contracting parties undertake that if, in connection with the implementation of cooperation, they come into contact with the personal data of natural persons in accordance with Act no. 18/2018 Coll. on the protection of personal data as amended, the contracting party will fully comply with and apply the provisions of the cited law, as each contracting party processes personal data of natural persons made available in this way in the database of contractual partners in its electronic information system exclusively for the purpose of operating its business activities in connection with Order/Contract, even after the end of the Order/Contract.

13.9 By confirming the Customer’s Order, the Supplier confirms that the Customer has familiarized himself with the content of the General Terms and Conditions in advance of confirming the Order/concluding the Agreement and accedes to them in full.

Presov, day 01.08.2021

URANPRES, spol. s r.o.

Ing. Miroslav Šuba

President