General terms and conditions

§ 1 General provisions

1. The terms used in these general terms and conditions (hereinafter referred to as “GTC” or “Terms and Conditions”) of sale have the following meaning:

Seller: Žiaromat, a.s. with its registered office in Kalinovo, Továrenská 1, 985 01 Kalinovo, Slovakia, whose registration files are kept in the Commercial Register of the District Court of Banská Bystrica, Section: Sa, File No. 289/S, Company ID: 31 633 803, VAT ID: SK2020465722 (hereinafter referred to as “Seller”).

Buyer: any legal entity or natural person entrepreneur purchasing goods or services provided by the Seller, with whom the Seller has concluded a purchase contract (hereinafter referred to as “Buyer”).

Offer: an offer made by the Seller to the Buyer in response to a request for a price quote or without such a request, which contains information about the Contracting Parties, in particular the subject of the purchase, the purchase price and to which the Seller’s terms and conditions or a link to the website on which they are published are attached.

Order: a written order concerning the Product placed by the Buyer with the Seller; If the Order is placed in response to an Offer, such Order must contain the number of the relevant Seller’s Offer and a statement that the Seller’s terms and conditions were delivered to the Buyer before the conclusion of the Contract.

Order Confirmation: a written statement by the Seller to the Buyer containing confirmation of the terms and conditions of the Contract. The Contracting Parties have agreed on an acceptance period of five (5) calendar days, which runs from the date specified in the order proposal. The order proposal shall lapse if the acceptance period expires in vain.

Contract: a purchase contract and/or order concluded between the Seller and the Buyer based on the Offer. (hereinafter referred to as the “purchase contract” or “contract”). The purchase contract is in written or electronic form. The above forms of legal act are also required for the amendment or cancellation of the purchase contract.

Product/Object of Purchase: a product, goods, tangible property, movable property, and rights (including any necessary additional materials and documentation) or services (hereinafter referred to as the “object of purchase” or “Product”).

General Terms and Conditions: these General Terms and Conditions.

Tools: a technical set manufactured for the production of the Product, the Object of Purchase, including the forms used for its production.

Contracting Parties: the Buyer and the Seller.

2. The General Terms and Conditions govern the sale of Products manufactured by Žiaromat a.s., Továrenská 1, 985 01 Kalinovo, Slovakia in the capacity of Seller.

3. Unless the Parties agree otherwise in writing, all contracts concluded by the Seller shall be governed by the General Terms and Conditions.

4. In the event of any conflict between the General Terms and Conditions and the contract, the different arrangements agreed in the contract shall prevail.

5. The General Terms and Conditions shall apply exclusively to all contracts concluded by the Seller. Unless the Parties agree otherwise in writing, the Contract shall not be subject to standard contracts used by the Buyer.

6. Any announcements, advertisements, price lists and other information about the Products offered by the Seller shall serve only to facilitate the purchase and shall not constitute an offer.

§ 2 Orders and conditions for concluding contracts

1. Offers and orders shall be submitted and placed in writing and by the following methods of delivery: personally registered, by courier service, by e-mail. Oral statements shall not be binding on the parties unless subsequently confirmed by one of the above methods.

2. The Seller shall submit to the Buyer an offer which shall contain specifications of the parties, the subject of the purchase, the purchase price and shall contain a reference to the wording of the terms and conditions, or their text. In response to such an offer, the Buyer shall place an Order with the Seller (the Order shall refer to this offer, e.g. by indicating the number of such an offer, and shall contain a statement that the Seller’s terms and conditions were delivered to the Buyer before the conclusion of the contract). If such a statement does not exist, the GTC shall nevertheless apply if the offer contains a reference to the website on which they are published. The contract shall be deemed to be concluded upon confirmation of the order by the Seller.

3. The Seller’s offer is accepted without any reservations. If the Customer makes any reservations or changes, the contract is considered concluded after the Seller accepts the change and submits an offer that takes into account the changes resulting from the content of the Order, or after the Seller approves such an amended Order. The delivery times specified in the Offer are only indicative and may change until the Order is confirmed. The Seller will specify the binding delivery times in the Order confirmation.

4. The Seller’s offer may be cancelled before the conclusion of the contract if the Buyer was notified of the cancellation statement before placing the Order.

5. If the Order is placed by the Buyer and the Seller has not previously submitted any offer, the Order placed by the Buyer must contain the full name of the Buyer (as specified, for example, in the relevant register) or other identification data, the name, type and quantity of the Subject of Purchase, the delivery time, as well as any other information that is relevant to the ordered Subject of Purchase. If this Order does not contain a statement that the Buyer has accepted the Seller’s General Terms and Conditions, the GTC published on the Seller’s website shall nevertheless apply.

6. An Order placed by the Buyer and confirmed by the Seller cannot be cancelled.

7. n response to the Order, the Seller shall issue an Order Confirmation containing information about the Contracting Parties, the subject of purchase and the purchase price and to which the GTC or a link to the website on which they are published are attached, and shall submit it to the Buyer. The Agreement shall be deemed concluded upon delivery of the Order Confirmation to the Buyer.

8. The General Terms and Conditions are submitted together with the Offer or with the Order Confirmation. If these Terms and Conditions have not been submitted as described above, the General Terms and Conditions published on www.ziaromat.sk or stated in the Offer or Order Confirmation shall apply.

9. Oral agreements with the Seller, its employees or representatives shall not be considered binding unless confirmed in writing by the Seller.

§ 3 Delivery terms and deadlines

1. Unless otherwise agreed in writing by the parties, all Products shall be delivered on the basis of FCA, INCOTERMS 2020. At the request of the Buyer, the Seller may arrange for the transport of the Products to a place designated by the Buyer, at its own risk and expense.

2. The order processing period shall be calculated from the date of conclusion of the Contract; however, if the provisions of the Contract require the Buyer to submit to the Seller any documents necessary for the performance of the Contract (e.g. technical drawings) or to make an advance payment before the start of production, the order processing period shall be calculated from the date of receipt of such documents or advance payment.

3. If the Contract includes costs for the transport of the Products to a place designated by the Buyer, the specified value shall be valid for one month from the date of conclusion of the Contract. In the event that delivery is made after one month from the conclusion of the Contract, the Seller is entitled to demand that the Buyer pay the shipping costs according to the actual amount charged to the Seller.

4. The Buyer has no claims against the Seller for payment of contractual penalties resulting from late delivery.

5. The Buyer is obliged to collect the Products no later than 1 month from the delivery date agreed by the Parties. After the ineffective expiration of the above-mentioned period, the Seller will charge the Buyer for the costs of storing the Products in the amount of €20 per pallet of Products for each commenced week of storage. The invoicing of the storage costs will be at monthly intervals.

6. If the Buyer fails to collect the Products in accordance with point 5 above, the Seller may withdraw from the contract within 6 months from the date on which the Buyer was to collect the Products, but no later than 31.12 of the current calendar year in which the Buyer was to collect the product – whichever occurs first. In such case, the Seller may require the Buyer to pay the full price of the Products, as well as the storage costs until the date of withdrawal from the contract, which the Buyer acknowledges and agrees to.

§ 4 Prices and pricing conditions

1. The prices of the Products are prices to which VAT is added in accordance with the applicable tax regulations of the Slovak Republic

2. If the payment date is not stated on the document/invoice, the price shall be paid within 7 calendar days of the delivery of such document/invoice. If the Buyer is in default with payment, the Seller is entitled to demand statutory interest in the amount of the basic interest rate of the European Central Bank increased by 8 percentage points.

3. The day of payment is considered the day of crediting the money to the Seller’s bank account or the day when the Seller’s cash desk receives the funds, if payment in cash was agreed.

4. The Seller is entitled to suspend deliveries of further batches until payment for the already delivered object of purchase has been made.

5. To secure the claims for payment of the price specified in the contract, the Buyer shall, at the request of the Seller, establish security. Such security shall be established in particular as a lien, mortgage, blank bill of exchange, surety bond or assignment of receivables

6. Unless the Contracting Parties agree otherwise, the Buyer shall take over and pay for additional Products that must be produced during the production process (overproduction). The number of such Products may not exceed 5% of the total number of the ordered purchase item.

7. Payment of the purchase price before the contractually agreed due date does not entitle the Buyer to any discounts or rebates.

§ 5 Packaging and Labeling

1. Unless the Parties agree otherwise in writing, the Products shall be packaged in accordance with the provisions and standards applied by the Seller.

2. Unless the Parties agree otherwise in writing, the packaging costs shall be borne by the Buyer. The rules regarding payment for goods shall also apply to the payment for packaging.

3. Unless the Parties agree otherwise in writing, if the Buyer wishes the Products to be packaged in a manner that differs from the standards accepted by the Seller (e.g. straps, edge reinforcement), the Buyer undertakes to pay the additional packaging costs in advance if the Seller so requests.

§ 6 Documentation

1. The following documents form an integral part of each contract:

a. material sheets, which determine the typical and guaranteed parameters of the Products,

b. Tables of tolerances of dimensions and deviations of shape, which determine the acceptable level of tolerance of the physical properties of the Products.

2. .The contract may also contain other documentation (drawings, calculations, safety data sheets, certificates of origin, etc.).

3. Unless otherwise agreed, the documentation shall be prepared in Slovak or English. Translation into other languages may be made at the request and expense of the Buyer.

4. All drawings, projects, weights and dimensions, thermal calculations, etc. are only approximate and are binding on the Contracting Parties only if they are expressly stated in the Order Confirmation.

5. Unless the Parties agree otherwise in writing, the tolerances of specific Products shall be governed by the Tables of Tolerances of Dimensions and Shape Deviations. If the Product corresponds to the values specified in the Tables of Tolerances of Dimensions and Shape Deviations, it is not possible to exercise warranty rights (with regard to the parameters to which the tolerances apply).

6. Unless the Parties agree otherwise in writing, the acceptable quality limit (AQL) is 6.5% according to the international standard ISO 5022, which was established by the Standardization Committee of the Slovak Institute of Technical Standardization on February 1, 1993. If the above standard is met, it is not possible to exercise warranty rights regarding the rejection rate of the Products.

7. Deviations from the specification of the Products are permissible to the extent specified in the documentation.

§ 7 Inspection of Products

1. .Before delivery, the Products shall be inspected in accordance with the Seller’s applicable technical standards. The inspection may be confirmed by the Seller’s quality certificate. The Seller may allow the Buyer to participate in the inspection of the Products in accordance with agreed procedures.

2. Other quality control specifications may only be applied if expressly agreed in writing by the Seller and the Buyer.

3.The Parties agree that the inspection of the Products by the Buyer prior to delivery shall be carried out at the Seller’s premises and, in the absence of such an inspection, the final confirmation of the qualitative and quantitative conformity of the Products with the contract shall be the Seller’s inspection confirmed by the Seller’s quality certificate.

4.The time required for the Buyer to inspect the Products at the Seller’s premises shall extend the delivery period accordingly, but not more than 14 calendar days.

5.The Buyer shall bear its own costs associated with the examination of the Products. Destructive tests of the Products, if requested by the Buyer, shall be carried out at the Buyer’s expense at the Seller’s premises.

§ 8 Warranty and implied warranty

1.The Seller declares that at the time of delivery the Products comply with their specifications. The Seller’s obligation shall apply only to quality defects, i.e. non-compliance between the physical and chemical parameters of the Product and the guaranteed values stated in the material data sheet and/or in the Table of Dimensional Tolerances and Shape Deviations at the time of delivery, as well as non-compliance between any given shape or format with the order confirmed together with the drawing.

2. If the Product is found to have a quality defect covered by the warranty, the Seller may, at its sole discretion, either replace the Product with a defect-free one or refund the price of that part of the Product affected by the defect. The Seller’s liability shall not extend to the costs of transportation, the costs of removal or reinstallation of the Products or any other costs.

3. The Buyer shall be obliged to check the Products for quantity and quality immediately after delivery. The Buyer is obliged to notify the Seller in writing of any discrepancies regarding the quantity within 3 days from the date of issue of the Products. Failure to comply with this condition results in the loss of the right to claim the quantity of the goods. Complaints about the quality of the goods must be made within 14 calendar days. Failure to comply with this condition results in the loss of the right to claim the quality of the goods.

4. The warranty obligation comes into effect upon payment of the full price of the Products by the Buyer.

5. The Buyer is obliged to carry out continuous monitoring of the operating conditions of the Products, which include in particular: temperature, chemical composition of the inlet and exhaust gases and submit the monitoring results together with any complaint, otherwise the warranty expires.

6. The warranty does not apply to:

a. defects caused by external causes, including mechanical damage,

b. defects caused by force majeure or weather conditions (rain – hydration),

c. defects caused by improper use, handling, storage or installation of the Product,

d. changes to the Product resulting from normal wear and tear,

e. a defect caused by use of the Product after the expiration date,

f. defects visible during inspection pursuant to § 7 and not reported to the Seller immediately thereafter,

g. prototypes of the Products, including those manufactured at the Buyer’s request,

h. defects caused by improper quality of raw materials provided by the Buyer to the Seller,

i. defects resulting from the use of materials, products, methods and solutions at the Buyer’s request.

7. The warranty for the quality of the Products is 6 months. This period begins on the date of delivery of the Products to the Buyer. In the event that the Buyer fails to accept the Products on time, the warranty period begins on the date the Seller enables the Buyer to take over the Product.

8. In the case of international sales, the Seller is not liable for the non-compliance of the Product with the mandatory law in the country of its use.

9. The Seller’s warranty obligation is enforceable only under the following conditions:

a. if the Product is to be used in an oven, its operating conditions have been notified to the Seller in writing before the conclusion of the Contract,

b. the defect is reported to the Seller within 3 working/calendar days from its discovery,

c. The Buyer has provided the Seller with all available data that allow the cause of the defect to be determined, in particular monitoring data as described in point 5 above.

10. .If a defect in the Product is discovered and the Parties are unable to reach an amicable settlement, any disputes regarding the quality of the Products shall be resolved by the Quality Commission. The Quality Commission shall inspect the quality of the Product. The results of such inspection shall form the basis for the filing of a complaint. The inspection committee consists of 3 (three) members: one representative of the Seller, one representative of the Buyer and one expert from a technical university in the Slovak Republic. If the inspection proves that the Product is not affected by any physical defect resulting from an element that is part of the Product, the costs of such inspection shall be borne by the Buyer. Otherwise, the costs of inspection shall be borne by the Seller.

11. .It is hereby agreed that the exercise of any warranty claim by the Buyer shall not constitute a basis for termination of the Agreement and shall not exclude the obligation to pay for the delivered Products. Repairs carried out by the Seller under the warranty shall not affect the warranty period.

§ 9 Liability for Damages

1. If the Seller fails to fulfill any obligation arising from the contract or fulfills it incorrectly, the Seller shall be liable to the Buyer only for damage that is a normal consequence of its erroneous action or omission, and only in relation to the Buyer’s actual damage. The Seller’s liability for indirect losses, lost profits and loss of production is expressly excluded. The amount of damage may under no circumstances exceed the price stated in the contract.

§ 10 Force Majeure

1. The contracting parties are not liable for damage that occurs to the other contracting party due to circumstances excluding liability (hereinafter referred to as “force majeure”). Circumstances excluding liability are considered to be an obstacle that occurred independently of the will of the obligated party and prevents it from fulfilling its obligation, if it cannot be reasonably assumed that the obligated party would have averted or overcome this obstacle or its consequences and further that it would have foreseen this obstacle at the time of signing this contract. Circumstances excluding liability are considered to be, in particular, unforeseeable natural events, war, terrorist action, riots, states of emergency, epidemics/pandemics, or strikes affecting the possibility of fulfilling the obligations of the contracting party.

2. However, liability is not excluded by an obstacle that arose only at the time when the obligated party was in delay in fulfilling its obligations or arose from its economic circumstances. The effects excluding liability are limited only to the period during which the obstacle to which these effects are related lasts. The contracting parties undertake to make maximum efforts to avert and overcome the circumstances excluding liability.

3. Each contracting party is obliged to notify the other contracting party in writing without undue delay of the circumstances excluding the liability of this contracting party, stating the reasons and the expected duration of such circumstances. The Contracting Party, referring to circumstances excluding liability, is obliged to provide the other Contracting Party with the opportunity to verify the existence of reasons excluding liability.

4. The Contracting Party affected by force majeure undertakes to make reasonable efforts to eliminate the circumstances excluding liability in order to be able to resume the performance of the subject of this Agreement and to notify the other Contracting Party in writing of the cessation of the circumstances excluding liability.

5. If the circumstance preventing the proper performance of this Agreement described as force majeure lasts without interruption for more than 60 (sixty) days, each Contracting Party has the right to terminate the validity of this Agreement by withdrawing from the Agreement.

§ 11 Change of circumstances

1. If, after the conclusion of the Agreement, a price factor increases by more than 5%, in particular the costs of raw materials, energy, foreign currency exchange rate, minimum wage, the Seller may increase the price of the Product in a manner corresponding to the increase in the relevant price factor.

2. .f the Seller provides additional services within the framework of the performance of the contract, the Buyer undertakes to pay the costs of these services in the amount of €27 for each started hour.

§ 12 Retention of title

1. Unless the Parties agree otherwise in writing, the delivered Products remain the property of the Seller until the full payment of the purchase price by the Buyer. During the period of retention of title, the Seller may not encumber the Products with any third party rights.

2. The molds and tools necessary for the production of the Products remain the property of the Seller even if the Buyer is charged for the costs of their production and if they are produced in accordance with the Buyer’s instructions.

§ 13 Assignment of claims

1.No claims that the Buyer has against the Seller in connection with the Contract shall be assigned to any third party without the Seller’s prior written consent.

2.The Buyer may not deduct any receivables from the Seller from the Seller’s receivables arising from the purchase price without the Seller’s consent.

§ 14 Intellectual Property Rights and Confidentiality

1. Any information provided by the Seller to the Buyer or its representatives and affiliates, including in particular technical, technological, industrial, commercial or financial information, drawings, calculations, descriptions and other information, regardless of how they are disclosed, shall be considered a trade secret of the Seller and shall remain confidential during the performance of the purchase contract and after its termination. Such information may not be provided to any third party without the prior written consent of the Seller.

2. The Seller hereby reserves the ownership right to any documentation submitted to the Buyer in connection with the performance of the contract, as well as the intellectual property rights to the solutions specified in such documentation. Such documentation includes in particular designs, photographs, drawings, calculations and devices necessary for the performance of the contract. Such documentation may not be made available to any third party without the prior written consent of the Seller.

3. The intellectual property rights to all solutions used for any Product manufactured in the performance of the contract, as well as to the Tools, remain exclusively with the Seller, even if such solutions were developed at the request of the Buyer.

§ 15 Compensation

1. The Seller has the right to demand compensation from the Buyer in full, in the event of damage to the Seller’s property by the Buyer or a person authorized by him, or a supplier of transport services.

§ 16 Dispute resolution and applicable law

1.The Seller’s court with subject matter and local jurisdiction is competent to resolve possible disputes.

2. Legal relations not regulated by the purchase contract or these terms and conditions are governed by the relevant provisions of the currently valid legal regulations of the Slovak Republic

§ 17 Final provisions

The GTC are published on the Seller’s website.

These GTC form an integral part of the contract.

In the event of any differences between the English translation and the original Slovak language version of this document, the Slovak version shall prevail.