GENERAL TERMS AND CONDITIONS
In terms of the provisions of the Act No.
513/1991 Coll. (Commercial Code) as
applicable within the Slovak territory, the
company PSEnergia s.r.o. and PSE GLOBAL
a.s. with its registered address at Na
bielenisku No. 4, No. 343, SK-902 01
PEZINOK, Slovakia, issues hereby General
terms and conditions (hereinafter referred to
only as "GCT-PSE") that shall regulate the
contractual relationships between the
company PSEnergia s.r.o. and PSE GLOBAL
a.s. as the "seller" and other contracting
party as the "purchaser". The legal
relationships and content of individual
commercial relationships shall be governed
by these GCT-PSE or respective contract for
work, as the case may be, or a sales contract
(hereinafter only as "contract") or order
confirmation concluded between the seller
and purchaser. Unless, the legal relationships
with business partner are not governed by
one of the above mentioned manners, they
shall be governed by public statutes of the
Slovak republic, namely by the Act No.
513/1991 Coll. as amended applicable within
the Slovak republic territory. Both the seller
and purchaser may regulate the duties and
responsibilities differently from the provision
of these GCT-PSE in a contract or other
agreements, as the case may be.
The provisions of a contract or other
agreement take precedence over the
provisions of these GCT-PSE.
Art. 1. CONDITIONS OF THE SUBJECT OF
PERFORMANCE
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1. Purchase order or contract conclusion
The seller shall deliver goods or execute work
based on a written purchase order issued by
the purchaser and acknowledged by the seller or based on a contract signed by both
Contracting Parties. Mutually approved
acknowledgement of purchase order
becomes a contract entered into by the seller
and purchaser, as well.
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2. A purchase order or a contract have to
contain business name and registered
address of the purchaser, name and
phone No. of a contact person that is
entitled to deal and act on the merit,
specification of type and quantity of
goods ordered or scope of work,
requested delivery date, method and
place of goods delivery (via INCOTERMS
2010), the price and method of payment
for delivery of goods and work execution.
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3. The data indicated in written
acknowledgement of the purchase order
or a contract concluded between the
seller and purchaser and signed mutually
by both parties shall be binding. Any
consequential or other arrangements
have to be executed solely in writing and
acknowledged by both Contracting
Parties in writing.
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4. The purchaser is entitled to ask for a
alteration of the contents of delivery in
writing and such request is binding for
the seller only if acknowledged in writing,
whereas the seller may reasonably alter
the delivery time in writing, depending on
circumstances, namely ,in
acknowledgement of the alteration in
delivery in question. The alterations and
adjustments on goods and deliveries shall
be performed by the seller on at the
expense of the purchaser.
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5. The seller reserves the right to alterations
in structure and execution of work, unless these alterations have substantial impact
on function of equipment delivered,
whereas the seller shall notify the
purchaser on alterations that have been
performed in advance.
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6. The seller has the right to withdraw from
the contract or purchase order at any
time. In such case, the purchaser has the
right for a compensation of actually
incurred costs that have been
corroborated in writing. These claims
shall relate only to direct costs incurred.
In no case shall the seller compensate for
indirect claims incurred by lost profit of
the purchaser, lost of a contract with
a third party etc.
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7. The purchase order or contract that has
been acknowledged is binding for the
purchaser. In the event of cancellation of
purchase order or contract withdrawal by
the purchaser, the purchaser shall pay 40
per cent of agreed cost of acquisition to
the seller.
Art. 2. DELIVERY TERMS
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1. The seller shall deliver goods or execute
work within the scope, in quantity and
quality according to acknowledged
purchase order or contract at the time
and place agreed by both Contracting
Parties according to the rules of
INCOTERMS 2010 issued by the
International Chamber of Commerce in
Paris. Unless stated otherwise in the
purchase order or contract, the
registered address of the seller shall be
the place of performance.
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2. After the execution of work is complete,
the seller is obliged to prompt the
purchaser to take it over at the agreed
term and place of performance.
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3. The purchaser undertakes to take the
work executed over in a due and timely
manner as agreed, otherwise the
purchaser is obligated to compensate the
seller for the costs and damage incurred
as a consequence of the work not taken
over. The rights and responsibilities for
the transport pass on the purchaser at
the moment, when goods are handed
over to the first forwarder.
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4. The seller is obliged to pack the goods at
own charge in a common manner so that
any damage or degradation of goods
during the transport is avoided.
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5. The seller is obliged to issue the protocol
on acceptance of the equipment and
other relevant documents necessary for
proper hand over and use of the work
subject and submit those to the
purchaser. The purchaser undertakes to
take over a partial work execution, as
well.
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6. Upon the takeover of the subject-matter,
the purchaser shall be obliged to properly
inspect their quality and apparent defects
provided that they can be detected
through inspection. Other defects of the
subject-matter shall be deemed latent
defects which are related to the
production and/or function. The
purchaser shall be obliged to designate
the apparent defects no later than five
days after the delivery date and deliver
a list of such defects to the seller without
undue delay.
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7. Should the seller fail to deliver the goods
at the date due to force majeure, the
delivery date extends reasonably by the
duration of force majeure effects. As
a matter of principle and as far as
possible, the seller is obliged to notify the
purchaser of such facts along with
a notice on approximate possible date of
goods delivery. Should the performance
by the seller become impossible due to effects of force majeure, the obligation of
the seller to deliver goods to the
purchaser becomes null and void without
any entitlement of the purchaser to claim
damages.
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8. The seller retains the ownership rights
and copyright to catalogues, drawings,
projects and other documents related to
sale of goods, namely without
reservation. The purchaser is not entitled
to translate, copy or reproduce any
materials or documentation related to
goods delivered for the needs of the third
parties.
Art. 3. OBLIGATIONS OF THE PURCHASER
- 1. The purchaser is obliged to render all
required materials, documentation or
projects necessary for the execution of
work to the seller, not later than on the
date of approval of the purchase order or
the date when contract of work is signed.
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The purchaser undertakes to take over
the work executed or goods, pay the
agreed price and render agreed
cooperation to the seller.
Art. 4. PRICE OF WORK AND PAYMENT
TERMS
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1. The price of the work is set in
acknowledgment of the purchase order
or in contract. The prices indicated in
quotes and pricelists shall always be
indicated without of VAT, unless stated
otherwise.
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2. The seller reserves the right to agree
price and payment terms for each
contract or purchase order separately.
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3. In case additional work deemed as work
beyond the scope of work agreed in
contract or purchase order results during
the execution of work for a particular
purchase order, the Contracting Parties agree on extent of such work and price.
Their consent therewith shall be affirmed
in writing.
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4. The price does not include the
purchaser´s costs for the transport of
delivery of the products to the place of
delivery of the subject-matter to be
installed in the facilities.
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5. The price of the work is deemed as
settled by crediting the bank account of
the seller with the funds or payment
upon delivery of goods (via Incoterms
2010) assignment of proceeds of a
foreign letter of credit.
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6. The purchase undertakes to pay an
proforma invoice issued by the seller
advance, prior to the commencement of
production of the goods or equipment. In
the case of, the purchaser fails to pay to
the seller the proforma invoice, the seller
has the right to withdraw from the
contract or purchase order. Besides the
late payment interest, the purchaser is
obliged to compensate the seller for costs
incurred as a result of delay of
cancellation of delivery.
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7. The purchase price of the goods is
payable in EUR. The seller shall issue a tax
document for the purchaser with the
purchase price of the goods and work in
terms of valid law and tax regulations of
Slovak republic/EU.
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8. If no due date of a tax document is set out
in the contract or acknowledgment of the
purchase order, due period of 14 days
from the date, when the goods or work is
taken over shall be applied.
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9. The purchaser is not entitled to transfer
own claim towards the seller to a third
party without a written consent of the
seller.
- 10. If the purchaser is obliged to pay an4
advance prior to delivery and pursuant to
the sales contract and the purchaser fails
to pay the amount in a proper and timely
manner, the seller is entitled to refuse to
delivery the goods until the purchaser
pays the advance or to withdraw from
the contract after a notice and expiration
of reasonable period. Besides the late
payment interest, the purchaser is
obliged to compensate the seller for costs
incurred as a result of delay of
cancellation of delivery.
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11. The seller reserves the right to
unilaterally claim price adjustment, if in
time between the conclusion of the
treaty and its termination by one of the
Contracting Parties the cost increase
occurs following the state regulation
prices, duties, taxes, fees , inflation, or in
consequence of Exchange rate and so on.
Art. 5. PENALTIES
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1. In the event of cancellation of purchase
order or contract withdrawal by the
purchaser, prior to agreed term of
execution of contract without the
consent of the seller, purchaser shall pay
penalty 40 per cent of agreed cost of
acquisition to the seller.
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2. In case the purchaser does not take over
the subject-matter of performance
within 10 days from the date, when the
prompt is received, the work shall be
deemed as delivered on the last day of
this period. The seller is entitled to charge
the compensation for storage to the
purchaser, amounted to 0,1 per cent
from the purchaser price of goods for
each day of goods storage.
- 3. Should the purchaser fail to settle the
price of work, the seller has the right to
charge late payment interest to the
purchaser, amounted to 0,05 from
outstanding price of work for each day, including a commenced day.
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4. ShouId the seller fail to meet the date of
performance pursuant to
acknowledgement of the purchase order
or contract, the purchaser has the right to
charge a contractual fine to the seller,
amounted to 0,05 per cent from the price
of respective part of the work for each
day of the payment being late, however
not more than 5 per cent from respective
part of the work.
Art. 6. TRANSFER OF RIGHTS AND RISK OF
DAMAGE
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4. ShouId the seller fail to meet the date of
performance pursuant to
acknowledgement of the purchase order
or contract, the purchaser has the right to
charge a contractual fine to the seller,
amounted to 0,05 per cent from the price
of respective part of the work for each
day of the payment being late, however
not more than 5 per cent from respective
part of the work.
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4. ShouId the seller fail to meet the date of
performance pursuant to
acknowledgement of the purchase order
or contract, the purchaser has the right to
charge a contractual fine to the seller,
amounted to 0,05 per cent from the price
of respective part of the work for each
day of the payment being late, however
not more than 5 per cent from respective
part of the work.
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4. ShouId the seller fail to meet the date of
performance pursuant to
acknowledgement of the purchase order
or contract, the purchaser has the right to
charge a contractual fine to the seller,
amounted to 0,05 per cent from the price
of respective part of the work for each
day of the payment being late, however
not more than 5 per cent from respective
part of the work
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4. ShouId the seller fail to meet the date of
performance pursuant to
acknowledgement of the purchase order
or contract, the purchaser has the right to
charge a contractual fine to the seller,
amounted to 0,05 per cent from the price
of respective part of the work for each
day of the payment being late, however
not more than 5 per cent from respective
part of the work.
Art. 7. DEFECTS OF GOODS, WARRANTY
PERIOD
- 1. The warranty on goods and work
executed starts to lapse at the moment,
when the goods and/or work are handed
over pursuant to Art. 6 .
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2. The supplier warrants that the delivered
goods or facilities are free of latent and
apparent defects and that they comply
with the necessary technical
specifications, including all standards
related to safety and protection of health
at work required by the applicable laws
and technical standards.
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3. Unless stated otherwise in contract or
purchase order acknowledgement, the
producer provides warranty on defects of
material or production defects of the
product for the purchaser, for the period
of 12 years from the date of delivery or
commissioning of the product at the first
user, however, not more than 18 months
from the date of dispatch from the
warehouse of seller.
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4. The purchaser shall notify the seller in
writing of the hidden defects, as well as
defects of the product, for which, the
seller is responsible for within warranty
without undue delay (complaint).
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5. The seller is obliged to declare to a
complaint within 15 workdays from the
date of delivery of complaint or if
required, the seller shall arrange for a
visual inspection of the goods at the end
user within the same period.
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6. Provided the complaint is justified, the
seller shall set out the deadline and
method of rectification of damage within
the period intended for the decision on
justification of the complaint, as well.
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7. During the warranty period, the seller's
service centre on own or another service centre authorized shall fix or replace the
defective detail of the product at own
expense. However, this shall be done only
provided respective complaint is
recognized as justified, the product is
located within the Slovak republic
territory and it is built in the ground -
stationary. In case the product is
portable, the purchaser shall deliver the
product for the purposes of its repair to
the registered address of the seller,
whereas the purchaser shall bear the
costs related to transport of such
product. Should it be necessary, that
authorized persons travel abroad,
outside the Slovak republic territory, in
order to perform the visual inspection,
repair or replacement of a defective part
of the product, the purchaser shall bear
the travelling costs, charges for work and
costs related to accommodation of the
persons of seller.
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8. The remaining warranty period of the
original parts or components of the
product is carried forward on all replaced
or fixed parts or components of the
product, on which the warranty is
related.
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9. The warranty period is extended by the
period, during which, the product was
under recognized warranty repair and
could not be used within the time of
warranty.
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10. Any liability for other costs, damage,
direct or indirect losses of the purchaser
resulting from the use of products or
their partial or full malfunction shall be
hereby excluded.
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11. The purchaser shall be obliged to provide
necessary assistance to the seller for the
performance of the warranty service, and
to takeover such service repairs,
modifications and maintenance from the seller within the warranty period
provided that they have been correctly
and duly performed and in accordance
with the technical requirements for the
correct use of the goods or facilities. If it
is proven that the defect was caused for
reasons other than a defect in the goods
or facilities, but, in particular, as a result
of the incorrect use of the goods or
facilities, then they will not form part of
the warranty services and the seller shall
estimate and propose to the purchaser
the costs necessary and reasonable for its
replacement, repair and/or maintenance.
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12. The parties acknowledge that the
assembly of the goods or facilities at the
place of delivery is not included in the
contractual price and the fact that the
assembly was performed by the seller or
another entity with the authority to
perform such work and the professional
qualifications and experience for such
activities is not decisive for the expiration
of the warranty period.
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13. The warranty shall not be recognized in
the event if the goods or facilities has not
been performed correctly, as a result of
what, it is not compliant with the
prescribed specifications of the seller,
whereby there is a breach of conditions
for its proper function, it can be proved
that the instructions pursuant to
"Operating and service manual",
"Operating guide", or if damage due to
inevitable event of force majeure (natural
hazard).
Art. 8. MISCELLANEOUS
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1. The parties undertake to take any
measure and proceed in their activities in
such a manner to ensure that the licences
and permits for the production of the
goods or facilities are not suspended,
rescinded or revoked, and in the event
that they become aware of the fact that any administrative and/or judical
proceedings by governmental authorities
or third (private) entities are threatening,
they will notify the other party of such
fact without undue delay and take
measures to ensure the delivery and
takeover of the goods or facilities.
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2. Each party shall be responsible for their
own taxes and duties in compliance with
the fiscal regulations of their residence
country.
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3. When performing their obligations
arising herefrom, the parties agree to
observe the principles of fair conduct and
fair business.
Art. 9. CLOSING PROVISIONS
- 1. These general terms and conditions shall
be binding as of July 01, 2015 creating
an interal part of each contract or
purchase order.
- 2. The Contracting Parties agreed to keep
the business secrets of the other
contracting party that either contracting
party acquired by performance of the
subject-matter of the contract or
purchase order confidential even after
the expiration of the contractual
relationship.
- 3. The purchaser is obliged to communicate
the seller on changes relevant to
incorporation to Commercial Register,
changes of the form of the entity, its
division, merger or fusion with another
entity and the purchaser shall provide for
the transfer of rights and duties resulting
from the current contractual relationship
onto the succession entity.
- 4. In case of declaration of settlement
and/or bankruptcy on the assets of the
purchaser and/or the purchaser's
property execution, the seller is entitled
to terminate the contract with the
purchaser, issue an invoice for the work
executed to the purchaser and set up a
lien on the subject-matter of the work
related to the current contractual
relationship.
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Any disputes between the Contracting
Parties shall be resolved preferably by
the Contracting Parties on their own.
Should they fail to come to an
agreement, these general terms and
conditions shall be governed and construed pursuant to the legal order of
the Slovak Republic, in particular the
provisions of Act No. 513/1991 Coll., the
Commercial Code, as amended.
- In the event of a dispute, the court
proceeding shall be governed by the
procedural rules of Act No. 99/1963 Coll.,
the Civil Procedure Code.
- 7. Slovak language shall be the decisive
language of legal relations between the
Contracting Parties.
