GENERAL TRADING TERMS AND CONDITIONS 1. General provisions 1.1. These General Trading Terms and Conditions (hereinafter referred to as GTC ) adjust the rights and obligations of SLOVARM, a.s. company (hereinafter referred to as SLOVARM ) and a buyer at the deliveries of goods from the assortment of SLOVARM company to the buyer on the basis of orders of the buyer. 1.2. These GTC are binding for all buyers of SLOVARM company, it means for the natural and legal persons who send an order. 1.3. By issuing an order, a buyer confirms his acceptance of the GTC stated by SLOVARM company. 1.4. These GTC enter into force on the day of their publication on the internet sites of SLOVARM company www.slovarm.sk. SLOVARM company reserves the right to adjust these GTC anytime. 1.5. All relationships between SLOVARM company and a buyer that are not adjusted by these GTC are governed by the provisions of Commercial Code. If a buyer is a consumer, it means it is the buyer who at entering into the contract and at its execution does not negotiate within his business or other entrepreneurial activity, all the relationships not adjusted by these GTC are governed by the relevant provisions of Civil Code. 2. Basic definitions and concepts 2.1. Buyer is an entrepreneurial subject (hereinafter referred to as the Buyer ) that in accordance with these GTC delivers by any way (by telephone, personally, by post, e-mail, fax, through the website of SLOVARM company www.slovarm.sk) an order of goods. 2.2. Goods mean the products that are stated in the current catalogue of SLOVARM company with a name and an order number (hereinafter referred to as the goods ). 2.3. Fulfillment means the goods delivered by SLOVARM company in accordance with its subject of business (hereinafter referred to as the fulfillment ). 2.4. Order is a unilateral legal action of Buyer, executed towards SLOVARM company, with the goal to receive fulfillment from it. 2.5. Nonstandard goods are the goods modified according to the requirement of Buyer or the goods that are not in the catalogue of SLOVARM company and have been provided for Buyer on the basis of a written, fax or e-mail requirement or on the basis of a framework contract of sale. 3. Ordering goods 3.1. An order can be sent to the address of SLOVARM company by post, given by phone or fax to the telephone or fax number of the Order dispatching of SLOVARM company, or created and sent through the electronic center of orders on websites of SLOVARM company at www.slovarm.sk. Contact data for transmission of orders: 3.1.1. Address: SLOVARM, a.s., Dolná 1259/2, 907 01 Myjava, the Slovak Republic 3.1.2. Order dispatching - telephone: +421 (0) 34 6216560 Page 1 of 9
3.1.3. Order dispatching - fax: +421 (0) 34 6216554 3.1.4. Order dispatching - e-mail: objednavky_orders@slovarm.sk 3.1.5. Electronic center of orders: the conditions for getting access data (name and password) to the electronic center of orders are available at the respective sales officer for a particular region or at the Order dispatching of SLOVARM company. 3.2. Buyers are obliged to state the following data in their orders: 3.2.1. Their identification, it means their business name or the name and surname, residence/address, Identification company number (IČO), VAT Identification number (IČ DPH /DIČ), contact (telephone, fax or e-mail address). 3.2.2. The codes of the ordered goods according to the catalogue and eventually their description. 3.2.3. The quantities of the ordered goods. 3.2.4. The address of the place of delivery (if this information is not given, it is considered that the goods should be shipped to the address of residence / buyer s address). 3.2.5. The date of goods delivery if Buyer agrees with SLOVARM company differently from given GTC. 3.2.6. The name, surname and signature of the person (does not apply for internet and e-mail orders) authorized to act on behalf of Buyer, eventually also the seal of Buyer. 3.2.7. The name and surname of the contact person authorized to take over the goods supplied (if this information is missing, it will be considered that Buyer, eventually any of his employees is authorized to take over the goods supplied). 3.3. If an order will not contain the appurtenances according to the previous point, it is deemed incomplete. In such case, SLOVARM company will try to contact Buyer and invite him to remove mistakes of the order and its eventual improving and/or completing. The order is considered complete from the moment of delivering the data improving and/or completing the order to SLOVARM company. 3.4. Immediately after delivering the complete order, SLOVARM company is obliged to check whether it has the required goods available in its stock and whether it is able to deliver the goods in required time. If the required goods are not in stock, eventually they are not available in the required amount and delivery time, SLOVARM company shall contact Buyer and offer him the delivery of alternative goods. If the delivery of required goods is possible only in longer delivery time, SLOVARM company shall notify this fact to Buyer. 3.5. If Buyer is sending the first order to SLOVARM company, he is obliged to send together with it also his identification documents, it means a copy of the abstract from the Business register, a copy of his business license and so on and the Certificate of VAT identification number. 4. Purchase price of goods 4.1. Purchase price of goods is determined according to the valid price list of SLOVARM company. SLOVARM company shall provide Buyer with the pricelist valid for a given period of time and at the same time SLOVARM company will publish the valid pricelist on its website or it will adjust the prices according to the valid price list in the internet order center. The pricelist is issued for the period given in it and it is assigned for any entrepreneurial subjects. The prices given in the pricelist of SLOVARM company are in EUR exclusive of the respective VAT rate. Page 2 of 9
Page 3 of 9 Member of Energy Group 4.2. SLOVARM company reserves the right to increase price of goods against the price given in the valid pricelist in case of a significant and demonstrable increase in the prices of input materials. SLOVARM company will inform Buyer about such changes by an appropriate way and in time. 4.3. Binding purchase price of the goods is determined for Buyer according to the valid pricelist of SLOVARM company and according to the special arrangements of discounts. 4.4. Under special arrangements SLOVARM company can provide Buyer with a basic discount and rebate for order quantity. 5. Entering into the contract of sale 5.1. By delivering a complete order of Buyer to SLOVARM company according to Article 3, point 3.2. it is formed the proposal to enter into the contract of sale pursuant to 43a ff. of the Civil Code. 5.2. The contract of sale is considered to be concluded from the moment of delivering the order confirmed by SLOVARM company to Buyer. 5.3. Buyer has right to cancel his order without stating any reason any time before its confirmation by SLOVARM company. 5.4. After the confirmation of an order by SLOVARM company, Buyer has right to cancel the order only if SLOVARM company does not fulfill agreed conditions of delivery. 5.5. In case of the cancellation of the confirmed order Buyer shall reimburse to SLOVARM company the necessary costs related to returning the goods. The amount of these costs can be up to the amount of 30% of the goods price. 6. The maturity of purchase price and payment terms 6.1. Buyer is obliged to pay the purchase price for the goods delivered by a wire transfer to the account of SLOVARM company that is stated on the tax document or in cash upon the receipt of goods. 6.2. In case of a wire transfer the purchase price is considered to be paid at the moment when the respective amount is credited to the account of SLOVARM company stated on the tax document. The evidence of a cash payment shall be a receipt cash voucher or the voucher from the cash register issued by SLOVARM company to Buyer. 6.3. Purchase price for the goods which are delivered by SLOVARM company to Buyer on the basis of Buyer s order, is payable by the date stated on the tax document issued by SLOVARM company to Buyer. 6.4. Buyer is obliged to settle all his debts towards SLOVARM company according to the rules stipulated in these GTC as far as he has not agreed in writing any individual payment conditions with SLOVARM company. In case Buyer exceeds the set maturity period and so he is in default in payment of the purchase price or its part, he loses the entitlement for any discounts provided to him by SLOVARM company and he is compulsory to pay the contractual fine in amount of 0.05% from the amount due for each started day of delay. 6.5. In case a Buyer exceeds the stated maturity period, SLOVARM company is entitled to terminate the contract of sale. The termination of the contract must have a written form and it is effective from the moment of its delivery to Buyer. The moment of the receipt of fax message or electronic mail on the device of Buyer is also considered as delivery. In such case the parties are compulsory to return to each other everything what they according to this contract have gotten, otherwise it would be considered as an unjust enrichment. The return of goods instead of the payment is possible only upon the appeal of SLOVARM company, or
after an agreement with it and shall be done at Buyer own costs and risk. 6.6. SLOVARM company reserves the right to require from Buyer who has outstanding payables after maturity period towards SLOVARM company or he was having such payables repeatedly in past, the payment in cash at goods delivery. If Buyer does not accept such condition, SLOVARM company reserves the right to deliver any ordered goods to him only after Buyer pays all his payables that he has towards SLOVARM company. 7. Conditions of goods delivery 7.1. Collection and transport of goods shall be arranged by a customer if it has not been agreed otherwise. 7.2. Goods delivery can be realized: 7.2.1. By a personal collection in the shipping warehouse of SLOVARM company from 6:30 a.m. to 2:30 p.m. during working days; 7.2.2. Through the providers of transport services TEN EXPRES, DHL, UPS, Slovak post EMS (we charge any transport at the expense of Buyer under the current price list of a respective provider, unless agreed otherwise); 7.2.3. By the transport service of SLOVARM company - delivery of goods based on a distribution schedule (SLOVARM company reserves the right to realize the distribution only in case of a fully loaded vehicle). 7.3. SLOVARM company undertakes to deliver the goods to Buyer in a perfect condition and in accordance with specifications or properties usual for the type of the goods, compliant with the standards, rules and regulations that apply to the territory of the Slovak Republic. 7.4. The goods purchased in SLOVARM company is possible to return only in an original intact condition and if Buyer has fulfilled all his obligations towards SLOVARM company. 7.5. If it is not agreed otherwise in a confirmed order, SLOVARM company undertakes to deliver any ordered goods to Buyer within two weeks from the receipt of an order on the territories of the Slovak Republic and the Czech Republic. 7.6. The dates of the delivery of non-standard / custom goods that are not included in the price list are determined by an agreement in dependence on the nature of production and production capacity load. 7.7. Along with delivered goods, SLOVARM company always submits to Buyer the delivery note in which the exact identification of the goods supplied and their quantities are stated. Buyer is obliged after checking the quantity (see Article VIII. Claims and guarantee period ) to legibly indicate the surname of a receiving person on the delivery note, then sign it and confirm so the goods acceptance. If he does not do so, SLOVARM company is entitled to refuse to give over the goods to Buyer. 7.8. Buyer is obliged to inform immediately in writing SLOVARM company of any change in the place of delivery or the person authorized to take over the goods. SLOVARM company is not liable for any damage caused by an incorrect or delayed delivery of goods if it was caused by a breach of Buyer s duties under this section. 7.9. SLOVARM Company shall issue to Buyer a tax document - invoice, which it shall submit to Buyer at goods delivery together with a delivery note. In a partial fulfillment SLOVARM shall deliver to Buyer a tax document - invoice subsequently after the end of the period defined by the contract. Every invoice will include, except for other statutory requirements, also the following information: Page 4 of 9
7.9.1. Invoice identification and number; 7.9.2. Name, residence, IČO (Identification Company Number), DIČ (Tax Identification Number), IČ DPH (VAT Identification Number) of Seller and Buyer, information about entry in Business register (court, section, insert number); 7.9.3. Bank details of Seller; 7.9.4. The maturity date of purchase price; 7.9.5. Description of delivered goods and their quantities; 7.9.6. The number of order from Buyer if Buyer states it; 7.9.7. Price exclusive of VAT, VAT, total sum to be paid; 7.9.8. The number of a respective delivery note. 7.10.Buyer is entitled to return the invoice within maturity period (it means to submit it to SLOVARM company in a provable way) if it contains incorrect price data or if some requirements are missing in the invoice. Along with the returned invoice, Buyer is compulsory to specify in writing the mistakes that the invoice contains according to his opinion. In case the invoice is really issued incorrectly, SLOVARM company will issue a new one to Buyer. Buyer s duty to pay the purchase price within the maturity period specified in the original invoice is touched only if the mistake in the invoice lies in incorrectly specified amount of the purchase price. The maturity period in such case runs from the delivery of the corrected invoice to Buyer. 7.11.Any risk of damage to the goods, the responsibility for deterioration, accidental damage, or loss of goods passes to Buyer from the moment of Buyer s accepting the delivered goods from SLOVARM company. 7.12. Buyer acquires the title to the goods only after total paying the purchase price of the goods according to the invoice issued by SLOVARM company. 8. Claims and guarantee period 8.1. General provisions 8.1.1. These GTC adjust at the same time any mutual rights and obligations of SLOVARM company and Buyer in case of claim of goods. Claim and guarantee terms and conditions relate to the goods that have been claimed within guarantee period, which have been bought in SLOVARM company. Being purchased in SLOVARM company means also the purchase of such goods in specialized regional wholesale or retail shops, assembly companies and other distributors, if they purchased the goods in the offer of SLOVARM even if indirectly. 8.1.2. Buyer is obliged to check the quantity of the goods and inspect the goods at their acceptance. Buyer is obliged to claim immediately in writing, but not later than 48 hours of receipt of goods, wrong quantity and obvious defects of the goods at the delivery. Buyer is obliged to describe the defects in his claim or indicate how they manifest. 8.1.3. Buyer has the right to return still unused product, except for the goods being modified according to his desire, within 14 days from the date of delivery, however only under the conditions that the goods are returned obviously unused and undamaged, in intact and unopened original packaging. 8.1.4. If Buyer is a consumer, so if it is a buyer who does not act within his business or other entrepreneurial activity at the entering into the contract and at its execution, he shall be entitled, irrespective of the type Page 5 of 9
of goods, to withdraw from the contract within 14 days from the date of goods delivery. However, Buyer does not have any right to withdraw from the contract if the delivered goods are modified according to his desire or for his person or if it concerns nonstandard / custom goods. 8.1.5. Buyer must apply the right to return the goods in accordance with paragraph 8.1.3. and 8.1.4. in writing to the SLOVARM company not later than the last day of the stated period of time. Buyer is obliged to return the goods unused, undamaged and in their original, intact packaging. SLOVARM company shall provide the transport of the returned goods at its own expense. The right to return goods applies only to the goods normally offered in the catalog of SLOVARM company. 8.2. Guarantee conditions 8.2.1. The guarantee period of 24 months is provided for functionality of all products. 8.2.2. The invoice or delivery note, in case of a consumer the receipt and respective invoice or the receipt from the cash register serve as a guarantee document for all the products purchased in SLOVARM company. 8.2.3. Guarantee period shall begin: (a) on the day of installing the components into a respective system and by consequent issuing the invoice or tax document by a supplying company; (b) on the day of purchasing the components by Buyer, who is a consumer so if it is the buyer who at entering into the contract and at its execution does not act within his business or other entrepreneurial activity. 8.2.4. Customers shall confirm their acceptance of the goods and their agreement with the claim and guarantee conditions by signing the invoice or delivery note. 8.3. Application of claim 8.3.1. It is necessary for any complaint or claim for damages to observe immediately after a damage event occurs the following procedure: (a) to inform SLOVARM company by telephone on +421 (0) 34 621 6560, 034 621 6561 or via e-mail at address slovarm@slovarm.sk or by contacting a respective sales manager via mobile telephone number and e-mail listed on the website of the company www.slovarm.sk in the Contact section. Any damaged person shall advise at least his/her address, the place and time of a damage event or other event, the preliminary cause of the event, the type or description of the product that caused the event, type of damage and preliminary estimate of the amount of damage; (b) subsequently without any delay to transmit to SLOVARM company the particulars referred to in paragraph 8.3.4 to 8.3.6. 8.3.2. In case of damage event Buyer is also compulsory: (a) to take immediate necessary measures to prevent further spread of damage; (b) after informing SLOVARM company about the damage event according to point 8.3.1. to wait for the direction of SLOVARM company regarding the possibility to intervene on the place of event in order to perform the respective repairs and removal of the damages incurred. Page 6 of 9
8.3.3. After receiving the information about the damage event under paragraph 8.3.1. SLOVARM company subsequently shall ensure by its own employee or other appointed person located nearby: (a) their own inspection of the place of event; (b) their own photo documentation from the place of event; (c) verification whether it is or can be the product of SLOVARM company and whether the correct assembly procedure has been kept; (d) taking-over of the product that caused the event; (e) reporting the event to the respective insurance company with which the SLOVARM company has been insured for such cases 8.3.4. Particulars to be delivered if there are no additional costs applied or occurred damages: (a) a claim protocol (in 3 copies) filled correctly and in details; (b) the claimed component; (c) a copy of the product purchase receipt (with given date of sale) 8.3.5. Particulars to be delivered if there are any additional costs applied or occurred damages: (a) a claim protocol (in 3 copies) filled correctly and in details; (b) the photo documentation of the place before the defect removal; (c) the photo documentation of the place with installed claimed product; (d) the photo documentation of the detail of the defect on the claimed product; (e) the complete claimed product with eventual indication (for example at a tube with a complete description); (f) the assessment of damages (by a qualified person) associated with the removal of defects, or other damage caused by the product defects; (g) the information relating to the system in which the product was installed (system type, operating pressure, test pressure, operating temperature, temperature at tests, media type, etc.); (h) a copy of the record of the system pressure test; (i) in case the object is insured in some of commercial insurance companies (construction and assembly insurance, building insurance...) and possible damage will be asserted at such insurance company, it is necessary to add also the photocopies of the documents from the process of the liquidation of insurance event (record from inspection). 8.3.6. If a product is damaged during transport it is necessary: (a) to write a damage report immediately at the taking-over the product from the employee of a transportation Page 7 of 9
service; (b) to write the damage report personally; (c) to indicate "damaged packaging, the product is damaged in the complaint letter, only then to specify the degree of damage. 8.3.7. Any entitlement to the guarantee application lapses in the following cases: (a) if any damage of claimed goods has been done intentionally in any way and by any person; (b) if a guarantee period of claimed goods has expired on the date of their receipt for claim; (c) if any protective seals and stickers which are eventually on products have been destroyed; (d) if the components used at the installation are incompatible with each other, if combined components from different manufacturers and brands were in installed system without the written consent of SLOVARM company; (e) if any damage was caused by not performing the installation according to the technological procedures recommended or approved by SLOVARM company; (f) if any damage happened due to improper installation, improper handling, operation or neglect of the product care, or improper maintenance or neglect of required maintenance of the product; (g) if the products will be used for distribution of media that are not compatible with the material of the product; (h) if the product will show defects caused by accidental damage and were visible already during installation or during final inspection tests of the product; (i) if any damage was due to unauthorized intervention into the device or other adjustments without prior consulting with SLOVARM company; (j) if there was any damage due to natural disaster (flood, deluge, lightning, frost), plane crash unavoidable events; (k) if the products that need use of tools for their installation will be installed with the use of tools that are not approved or recommended by SLOVARM company; (l) if the points stated in part 8.3 Application of claim will not be observed; (m) SLOVARM company reserves the right to replace the claimed goods which are irreparable with other goods of corresponding parameters, if the claim was recognized for example due to the termination of the production of that type. 9. Responsibility for non-standard / custom goods 9.1. In case the delivery of goods is realized according to Buyer s drawings, Buyer shall account to SLOVARM company for the goods does not infringe the patent rights, registered design or other intangible right belonging to any third party. If there is a claim of such kind against SLOVARM company, it is Buyer s responsibility to provide upon any request all necessary assistance as well as to indemnify SLOVARM company for damages that may be required to pay in this regard and all costs incurred to SLOVARM company in this regard. Page 8 of 9
9.2. No responsibility of the SLOVARM company applies to the defects caused by the material supplied by Buyer, the proposals of production methods specified and proposed by Buyer, the user manuals, product documentation and marketing arranged by Buyer. 10. Final provisions 10.1. These GTC relate only to the relationships connected with the purchase of the goods from the catalog of SLOVARM company, which are designed exclusively for business entities, i.e. natural and legal persons. For the supply of non-standard / custom goods that are not listed in the catalog of SLOVARM company, these GTC shall apply adequately for those issues only which are not agreed individually between SLOVARM company and Buyer. 10.2. Any application of individual provisions of these GTC, eventually any use of GTC as such, can be excluded or modified by a written agreement and/or by the contract of sale between SLOVARM company and Buyer. 10.3. The contractual relationships based on the GTC of SLOVARM company are judged according to the GTC of SLOVARM company in force at the time of the establishment of any such contractual relationship. 10.4. In case of any conflict between these GTC and GTC listed on the website of SLOVARM company www.slovarm.sk, the decisive GTC are those listed on the website of SLOVARM company www.slovarm.sk. 10.5. The legal relationships between SLOVARM company and Buyer shall be governed by the law of the Slovak Republic. 10.6. These GTC come into force on the 1 st February 2011. Page 9 of 9