General Terms and Conditions

online store www.jaffa.sk

Article I

General Provision

1. These Terms and Conditions (“Terms”) of JAFFA Ltd., with its registered office at Kliňanská cesta 1251, 029 01 Námestovo, Company ID: 36 761 371, registered in the Commercial Register maintained by the District Court Žilina, Section Sro, Insert No. 18831/L (“Supplier”), govern the mutual rights and obligations of the contracting parties arising from or in connection with a purchase agreement (“Purchase Agreement”) concluded between the Supplier and another person (“Customer”) via the Supplier’s online store. The Supplier operates the online store through a website available at the internet address www.jaffa.sk (“Website”), through the interface of the Website (“online store interface”).
2. These Terms and Conditions are primarily intended for buyers acting in the capacity of consumers. However, they shall also apply, as appropriate, to cases where the buyer is a legal entity or a person ordering goods in the course of their business activity or as part of their independent professional practice (“entrepreneur”). The rights and obligations of entrepreneurs concerning the termination of the purchase agreement or liability for defects are governed directly by Act No. 513/1991 Coll., the Commercial Code, as amended (“Commercial Code”).
3. Provisions deviating from these Terms and Conditions may be individually agreed upon when concluding the purchase agreement. Any such deviating provisions in the purchase agreement shall take precedence over the provisions of these Terms and Conditions.
4. The provisions of these Terms and Conditions form an integral part of the purchase agreement, which the buyer confirms by giving their express consent via the online store interface. The purchase agreement and the Terms and Conditions are drawn up in the Slovak language.
5. The seller may unilaterally amend or supplement the wording of these Terms and Conditions. This provision does not affect the rights and obligations arising during the validity of the previous version of the Terms and Conditions. The parties shall be bound by the version of the Terms and Conditions that was in effect at the time the purchase agreement was concluded.
6. Contact Information

Email: jaffa@jaffa.sk

Phone: +421 905 446 659; +421 918 633 880

1. Address where the buyer may submit a complaint, file a claim, or raise other concerns: 

JAFFA, s.r.o.

Kliňanská cesta 1251, 029 01 Námestovo

1. Supervisory Authority

Slovak Trade Inspection (SOI)

SOI Inspectorate for the Žilina Region

Predmestská 71, P.O. Box B-89; 011 79 Žilina 1

Department of Technical Product Inspection, Consumer Protection, and Legal Affairs

Phone: +421 41 7632 130, Fax: +421 41 7632 139

http://www.soi.sk
http://www.soi.sk/sk/Podavanie-podnetov-staznosti-navrhov-a-ziadosti.soi

Article II.

Establishment of the Contractual Relationship and Modification of its Terms

1. The contractual relationship between the Supplier and the Customer is established:
   1. by signing the contract by the authorized representatives of the contracting parties, or
   2. by the written unconditional confirmation of the Delivery by the Customer (hereinafter referred to as the “Customer’s Delivery Confirmation”) based on the Delivery offer submitted by the Supplier (hereinafter referred to as the “Offer”), or
   3. by the Customer sending an order directly to the Supplier (hereinafter referred to as the “Order”) and its subsequent acceptance by the Supplier (hereinafter referred to as the “Supplier’s Delivery Confirmation”).
2. The period for the Customer’s Delivery Confirmation is 14 days from the receipt of the Offer by the Customer (hereinafter referred to as the “Period”). If the Period expires without confirmation, the submitted Offer addressed to the Customer shall be considered void, unless the Supplier notifies that the Offer remains valid, in which case a new Period for the Customer’s Delivery Confirmation begins from the moment of such notification. The Supplier also reserves the right to update the submitted Offer if the original Period for Delivery Confirmation expires without response from the Customer. The updated Offer sent by the Supplier after the expiration of the aforementioned Period will be resent to the Customer for approval and confirmation, which is a prerequisite for the establishment of the contractual relationship between the Supplier and the Customer.
3. If the submission of the Offer is conditional upon the cooperation of the Customer, consisting of providing construction documentation and technical reports or other documents necessary for the execution of the Delivery (hereinafter referred to as the “Technical Documentation”), the Customer is obliged to submit and deliver the required Technical Documentation to the Supplier. In the event that, for the purposes of executing the Delivery and based on the Technical Documentation, it is necessary for the Supplier to prepare or provide documentation (hereinafter referred to as the “Supplier’s Documentation”), the Supplier shall not be held liable for any discrepancies arising in the Supplier’s Documentation created on the basis of the submitted Technical Documentation, once the Supplier’s Documentation has been submitted to and approved by the Customer in the form of an Order Confirmation.
4. The Offer, the Customer’s Delivery Confirmation, as well as any related documents, or alternatively the Order, the Supplier’s Delivery Confirmation, and any related documents, or alternatively any contract signed by the authorized representatives of the contracting parties along with any related documents, shall, for the purposes of these General Terms and Conditions, constitute the contract (hereinafter referred to as the “Contract”).
5. The Contract, its annexes, and other documents referenced in the Contract are contractual documents. These documents constitute the Contract and form an integral part of it. The contractual documents complement or explain each other; in the event of a conflict between the contractual documents, the provisions of the document specified in the Contract or these General Terms and Conditions shall prevail.
6. The Contract is concluded exclusively in written form. For the purpose of establishing a contractual relationship, the written form is deemed preserved even when the Offer is sent in electronic form as a PDF by email by an authorized person on behalf of the Supplier and subsequently confirmed by the Purchaser by sending a Delivery Confirmation to the email address of the authorized person of the Supplier. The same applies to the Order sent in electronic form as a PDF by email by an authorized person on behalf of the Purchaser and its subsequent Delivery Confirmation by the Supplier to the authorized person of the Purchaser. Oral agreements become valid only upon written confirmation of their content by both contracting parties or through the use of electronic communication means in the manner described above.
7. The Contracting Parties acknowledge that by the Purchaser’s Confirmation of the Order or alternatively by the Supplier’s Confirmation of the Order, and provided the conditions for the Parties’ adherence to these GTC (General Terms and Conditions) are met, these GTC become an integral part of the Contract.
8. The Supplier is entitled to withdraw or modify the Offer at any time prior to its confirmation by the Purchaser. In the event of a modification of the Offer prior to the Purchaser’s Confirmation of Delivery, the provisions stated in point 2 of this Article of the GTC shall apply, particularly with regard to the recalculation of the Deadline.
9. If the Purchaser’s Confirmation of Delivery deviates from the content of the Offer, the Purchaser is obliged to explicitly point out these deviations in the Confirmation of Delivery. The Supplier shall be bound by such deviations and they shall become part of the Contract concluded based on the Purchaser’s Confirmation of Delivery only if the Supplier has expressly agreed to such deviations in writing. Payment for the Delivery or any part thereof by the Purchaser shall not be considered as approval of the deviations from the Offer or acceptance of the Purchaser’s Confirmation of Delivery containing the deviations specified by the Purchaser.
10. Any terms and conditions of the Purchaser shall apply only if they have been expressly approved and confirmed in writing by the Supplier.
11. If, after the date of conclusion of the Contract, there is a change or amendment to applicable legal regulations, rules and regulations, technical standards and rules of conduct in commercial practice, or decisions or guidelines issued by courts or public authorities, the Supplier shall be entitled to amend the Contract, including, for example, adjustment of the Contract Price to reflect additional costs incurred by the Supplier, timelines, and the scope of Deliveries as necessary to compensate for any adverse effects or additional requirements arising from such changes.

Article III.

Form of Agreement of the General Terms and Conditions

1. These General Terms and Conditions (GTC) may be agreed upon by the parties to a commercial-legal relationship primarily through:
   1. By attaching a printed version of the GTC to the Contract addressed to the Customer;
   2. By attaching a printed version of the GTC to the Offer addressed to the Customer;
   3. By attaching a printed version of the GTC to the Delivery Confirmation issued by the Supplier and addressed to the Customer in response to the submitted Order;
   4. By attaching a PDF version of the GTC to the Contract, addressed to the Customer by electronic means;
   5. By attaching a PDF version of the GTC to the Offer, addressed to the Customer by electronic means;
   6. By attaching a PDF version of the GTC to the Delivery Confirmation issued by the Supplier, addressed to the Customer by electronic means, in response to the submitted Order;
   7. By providing a link to the website. www.jaffa.sk Specified in the Delivery Confirmation sent by the Supplier to the Customer.
   8. By providing a link to the website. www.jaffa.sk Specified in the Contract or the Offer addressed to the Customer.
2. An expression of intent to accept these General Terms and Conditions (GTC) shall also be deemed to include the signature on the Contract referring to the GTC, the acceptance of an Offer referring to the GTC by means of the Customer’s Delivery Confirmation, the acceptance of the Supplier’s Delivery Confirmation confirming the Customer’s Order, or the acceptance of an invoice, delivery note, or any other document (referring to the GTC) arising from a commercial legal relationship for which these GTC are binding.
3. The application of the conditions set forth in the GTC is possible in both existing and future commercial legal relationships, as well as for contractual obligations that have already been initiated but have not been fully or partially fulfilled.

Article IV.

Price, Payment Terms, and Set-off

1. The parties to the commercial relationship governed by these General Terms and Conditions accept the price agreed upon in the Contract, with the obligation of the Buyer to pay it under the conditions set out in the following sections. The price that the Buyer is obliged to pay under the Contract is referred to in these General Terms and Conditions as the “Contractual Price” (hereinafter referred to as the “Contractual Price”).
2. By concluding the Contract, the Buyer confirms that they accept the agreed Contractual Price. The Buyer is obliged to pay the Contractual Price directly at the Seller’s store. The Seller shall issue the corresponding invoice, which will be presented to the Buyer at the time of payment at the store. The Seller is entitled to send invoices issued in PDF format electronically to the email address of the Buyer’s authorized person. The Buyer grants the Seller consent to issue (prepare and send) invoices in electronic format in accordance with the relevant provisions of Act No. 222/2004 Coll. on Value Added Tax, as amended (hereinafter referred to as “Electronic Invoices”). The Buyer undertakes to notify the Seller of the email address to which the Seller shall send Electronic Invoices within 3 working days of accepting the General Terms and Conditions (hereinafter referred to as the “Notification Obligation”). If the Buyer fails to fulfill the Notification Obligation within the specified time, and the Contract was concluded via electronic means, the Buyer hereby agrees that the email address from which the Delivery Confirmation or the Order was sent shall be used for sending the Electronic Invoices.
3. If the Buyer is in default with the payment for the Delivery under the issued Invoice, as well as with any fees or surcharges, they are obliged to pay the Supplier a late payment interest of 0.05% of the outstanding amount for each day of delay.
4. Unless otherwise agreed in writing, the Contractual Price does not include packaging, transportation, insurance, or any other additional charges.
5. The Contract Price does not include any indirect taxes (such as property tax, license tax, sales tax, use tax or similar tax) or any fees, duties, customs duties or public payments related to the Contract.
6. Each party must pay all amounts owed to the other party under the concluded Contract without any set-offs, counterclaims, deductions or withholdings of any kind, except in cases where otherwise agreed in writing or required by applicable law, alternatively agreed in these GTC.
7. The day of payment of the Contract Price shall be deemed the day on which the respective amount of the Contract Price is credited to the Supplier’s bank account.
8. The Supplier is entitled to set off against the Customer receivables that are due, enforceable, not subject to limitation, and not in dispute between the parties, based on a written notice addressed to the Customer. The Customer is entitled to set off against receivables that are due, enforceable, not subject to limitation, and not in dispute between the parties, only and exclusively provided that the set-off has been agreed to in writing by the Supplier.

Article V.

Handover, acceptance of delivery and transfer of risk of damage and ownership, delivery times and delays

1. In addition to the arrangements set out in these GTC, the legal relationships governed by these GTC are also subject to the delivery conditions usual in other business relationships based on business practices, in accordance with the principle of fair dealing, in the event that they are not regulated by the aforementioned GTC or are not specifically agreed upon by the contracting parties in the Contract.
2. Typically, the delivery date is defined in:
   1. Contract.
   2. The delivery terms stated in the delivery note, bill of lading, or other document from which the delivery date is derived (hereinafter referred to as the "Delivery Note").
   3. The delivery date stated in the Invoice.
   4. Another document from which this obligation arises.
3. The delivery is accepted (hereinafter referred to as "Acceptance of Delivery"):
   1. by written confirmation of delivery of the subject of the Delivery to the destination, or other arrangement between the contracting parties, under the conditions set out in the Contract, or by written confirmation of handover of the Delivery, at the place of its delivery designated by the Supplier (hereinafter referred to as "Acceptance of delivery without assembly");
4. The Deliveries shall be deemed to have been delivered even if the Customer does not take delivery of the Deliveries without any reason. In such case, the Deliveries may be stored and insured at the risk and expense of the Customer and all payment obligations of the Customer shall become due. The same consequences shall also apply to the scheduled delivery date of the Deliveries if the implementation of the Deliveries is postponed for reasons attributable to the Customer.
5. The Supplier is entitled to make the Delivery even before the agreed date of performance, of which it shall notify the Customer within 5 days before its delivery, while the delivery date announced by the Supplier, unless changed in writing by the Customer, will be considered the delivery date of the Delivery, even in the event that the Customer does not take over the Delivery on the specified date.
6. The risk of damage or loss (hereinafter referred to as the "Risk of Damage") passes to the Customer upon written confirmation of receipt of the subject of the Delivery at the destination according to the Confirmed Delivery or other arrangement between the contracting parties, under the conditions set out in the Contract, or upon written confirmation of handover of the Delivery at the place of its delivery designated by the Supplier;
7. In the event that the Customer fails to take over the Delivery at the place of delivery and within the period specified by the Supplier, for the avoidance of doubt, the contracting parties acknowledge that at the aforementioned moment the Risk of Damage to the Delivery also passes to the Customer and the Supplier is simultaneously entitled to claim from the Customer all costs incurred in connection with the aforementioned fact for the period of non-acceptance of the Delivery and at the same time the Delivery is Accepted at the aforementioned moment.
8. Any other liability of the Supplier and the rights and claims of the Customer in the event of delay in Delivery, except for those expressly agreed upon by the parties in the concluded Contract and in these GTC, are excluded, to the extent permitted by applicable law. Other terms and conditions of delivery of Supplies not regulated in this article are governed by the relevant provisions of the General Terms and Conditions and related laws.
9. The Customer acquires ownership of the Supply upon full payment of the Contract Price agreed and set out in the Contract. Ownership of any part of the Supplies shall remain with the Supplier until the full Contract Price for the relevant part of the Supplies agreed in accordance with the concluded Contract has been received.
10. Any other liability of the Supplier, and the rights and claims of the Customer in the event of delay, except for those expressly stated in these GTC, are excluded, to the extent permitted by applicable law.

Article VI.

Withdrawal from the purchase contract

1. The Buyer acknowledges that, pursuant to the provisions of Section 7, Paragraph 6, Letters c) and e) of Act No. 102/2014 Coll. on Consumer Protection in the Sale of Goods or Provision of Services Based on a Contract Concluded at a Distance or a Contract Concluded Outside the Seller's Business Premises and on Amendments to Certain Acts ("Consumer Protection in Distance Selling Act"), it is not possible, among other things, to withdraw from a purchase contract for the supply of goods that have been modified according to the special requirements of the Buyer or for his person and from a purchase contract for the supply of goods in sealed packaging that the Consumer has removed from the packaging and cannot be returned for hygiene reasons.
2. Unless it is a case specified in Article 6.1 of the Terms and Conditions or another case where it is not possible to withdraw from the purchase contract under applicable law, the buyer has the right to withdraw from the purchase contract, in accordance with the provisions of Section 7, paragraph 1 of the Act on Consumer Protection in Distance Selling, within thirty (30) days (an extended period beyond the 14-day statutory period) from the receipt of the goods, and if the subject of the purchase contract is several types of goods or the delivery of several parts, this period runs from the date of receipt of the last delivery of goods. Withdrawal from the purchase contract must be sent to the seller within the period specified in the previous sentence - to comply with the period, it is sufficient if the buyer demonstrably sends a notification of the exercise of the right of withdrawal before the expiry of the period. To withdraw from the purchase contract, the buyer may use the sample form provided by the seller, which is an annex to these Terms and Conditions. The buyer may send the withdrawal from the purchase contract, among other things, to the seller's business address specified on the form or to the seller's e-mail address specified on the form.
3. In the event of withdrawal from the purchase contract pursuant to Article 6.2 of the Terms and Conditions, the purchase contract shall be cancelled from the beginning. The goods must be returned to the seller within fourteen (14) days of the buyer's withdrawal from the contract, and, unless otherwise stated in this Article, the costs associated with returning the goods to the seller shall be borne by the buyer, even if the goods cannot be returned by regular mail due to their nature. The buyer has the right to choose one of the following methods of returning the goods:
   1. The buyer may return the goods to any of the seller's locations, with all associated costs borne by the buyer.
   2. The buyer may return the goods via transport arranged directly or indirectly by the seller, in which case the seller shall bear only the costs associated with the transport of the goods. Other costs associated with the return of the goods (e.g. the costs of properly packaging the goods for transport) shall be borne by the buyer.
4. In the event of withdrawal from the contract pursuant to Article 6.2 of the Terms and Conditions, the Seller shall return the funds, i.e. the price of the goods, including the costs of delivery of the goods, received from the Buyer, within fourteen (14) days of the Buyer's withdrawal from the purchase contract, in the same manner in which the Seller received them from the Buyer. If the Buyer has chosen a method of delivery other than the cheapest method of delivery offered by the Seller, the Seller shall return the costs of delivery of the goods to the Buyer only in the amount corresponding to the cheapest method of delivery offered. The Seller is also entitled to return the performance provided by the Buyer upon return of the goods by the Buyer or in another manner, provided that the Buyer agrees to this and no additional costs are incurred by the Buyer. If the Buyer withdraws from the purchase contract, the Seller is not obliged to return the funds received to the Buyer before the Buyer returns the goods to him or proves that he has sent the goods to the Seller.
5. In cases where the buyer has the right to withdraw from the purchase contract in accordance with the provisions of Section 7(1) of the Act on Consumer Protection in Distance Selling, the seller is also entitled to withdraw from the purchase contract at any time, until the buyer has taken over the goods. In such a case, the seller will refund the purchase price to the buyer without undue delay, by bank transfer to the account specified by the buyer.
6. If a gift is provided to the buyer along with the goods, the gift contract between the seller and the buyer is concluded with a termination condition that if the buyer withdraws from the purchase contract, the gift contract relating to such a gift loses its effect and the buyer is obliged to return the gift provided to the seller along with the goods.

Article VII.

Liability for defects

1. The Supplier is solely responsible for defects in the Delivery pursuant to the GTC and relevant legal regulations.
2. Subject to the reservation set out in point 3 of this Article, a defect within the meaning of this Agreement means any non-compliance of the Supplies with the express terms and conditions agreed upon in the Agreement, resulting from the condition of the Supplies at the time of the transfer of the Risk of Damage to the Customer (hereinafter referred to as the "Defects").
3. The following are not considered Defects in particular:
   1. normal wear and tear, non-conformity resulting from excessive load,
   2. non-conformity resulting from incorrect or negligent handling, failure to follow instructions or recommendations set out in operating or maintenance manuals and other documents,
   3. installation, assembly, modification in an incorrect or negligent manner, in which the instructions or recommendations stated in the operating or maintenance manuals and other documents were not followed,
   4. installation, assembly, modification, commissioning or preliminary commissioning not carried out by the Supplier, and defects that do not significantly interfere with the use of the relevant Supplies.
4. Upon receipt of the Delivery, the Customer is obliged to inspect the Delivery in order to detect obvious defects (hereinafter referred to as “Obvious Defects”). If the Customer discovers an Obvious Defect, he is obliged to immediately notify the Supplier. After inspecting the Delivery, the Customer shall confirm the receipt of the Delivery by his own signature on the delivery note or other document. The Customer is obliged to exercise his right to claim Obvious Defects of the Delivery from the Supplier without undue delay after he has discovered them, but no later than 2 days from the Acceptance of the Delivery (hereinafter referred to as “Written Notification”). If the Customer fails to do so, any claims of the Customer in connection with Obvious Defects are excluded.
5. Unless otherwise agreed, the liability for hidden defects of the Supplies lasts for 6 months and begins on the date of transfer of risk of damage (hereinafter referred to as "Hidden Defects"). The Customer is also obliged to exercise the right to claim from the Supplier for Hidden Defects of the Supplies without undue delay after discovering them, but no later than 5 days after their discovery (hereinafter referred to as "Written Notification of Hidden Defects").
6. If the Customer fails to do so, any claims of the Customer in connection with Hidden Defects are excluded.
7. For replaced or repaired parts of the Supplies, the liability for hidden defects lasts for 3 months from the date of replacement or repair (hereinafter referred to as “Hidden Defects of Replaced and Repaired Parts of the Supplies”), if the original liability period for Hidden Defects of the Supplies expires earlier. In any case, the liability period for Hidden Defects for replaced or repaired parts of the Supplies ends no later than 12 months from the start of the original liability period for defects. For Hidden Defects of replaced and repaired parts of the Supplies, the same arrangement on the need to send a document applies, both in the case of and in the form of a Written Notice of Hidden Defects (hereinafter referred to as “Written Notice of Hidden Defects of Replaced and Repaired Parts of the Supplies”).
8. Based on the delivered Written Notice, Written Notice of Hidden Defects and Written Notice of Hidden Defects of replaced and repaired parts of the Supplies, the Supplier shall, at its own discretion, remedy the Defect by repair, replacement or re-performance. The Supplier shall be given a reasonable time and opportunity to remedy the Defect. The Purchaser shall provide the Supplier with working access to the defective Supplies free of charge for this purpose, carry out the necessary disassembly and reassembly and provide access to the operation and maintenance data. Upon the Supplier’s request, the Purchaser shall ensure that the ownership of the replaced parts/items is transferred to the Supplier without delay.
9. If the Supplier performs corrective work and ultimately no Defect is detected, the Customer shall pay the Supplier a Fee for such corrective work, including diagnosing the defect, which shall be invoiced to the Customer for the activities performed.
10. Any further liability of the Supplier and any further claims, rights and remedies of the Customer in the event of Defects of the Supplies are excluded except for those expressly stated in this Article or in point 2 of Article XIII. The GTC arise from these GTC, whereby the application of the given arrangement in a given case requires that the Supplier does not remedy the same Defect of the Supplies at least three times, within a period of 30 days. All warranties, representations, conditions and all other requirements of any kind arising from applicable law are excluded from this Agreement to the fullest extent permitted by applicable law.

Responsibility:

1. In accordance with applicable legal regulations, the Supplier is only liable for foreseeable and culpable damage. The Supplier is not liable for damage that the Customer could have prevented.
2. Regardless of whether it is a liability for any compensation, contractual or tortious liability (including negligence and breach of statutory duty) or other liability, the Supplier shall in no event be liable for lost profits or revenues, loss of production, interruption of operations or loss of use, costs of capital, loss of interest, loss of information and/or data, claims arising from the Customer's contracts with third parties and therefore in the above cases the Supplier's liability is completely excluded.
3. The limitations of liability set out in the Contract and these GTC also apply to the benefit of the Contractor's suppliers, employees and representatives or any other person acting on behalf of the Contractor.
4. Any and all liability of the Supplier under this Agreement shall terminate upon the expiration of the liability period for defects in the Deliverables.
5. The Supplier is not liable for any delay or other breach of its contractual obligation under the concluded Contract, and any resulting damage, which was caused by circumstances beyond the Supplier's sphere of influence/control, including industrial accidents, breakdowns, unexpected production or distribution failures, power and/or raw material supply outages and any uncontrollable failure at the Supplier's plant/production facility (provided that the Supplier exercised professional care to prevent the occurrence of the aforementioned event) and/or on the part of the Supplier's (sub)contractors. The Supplier is not liable for deficiencies and related damage on the part of the Customer that arise during the implementation of the Delivery, namely after the Acceptance of the Delivery without assembly, if the said implementation of the Delivery was not carried out in accordance with the Supplier's Documentation, or if the relevant Supplier's Documentation, approved by the Customer in accordance with these GTC, was prepared on the basis of incorrect, outdated or incorrect Technical Documentation submitted by the Supplier. The Supplier is not liable for deficiencies and related damage on the part of the Customer that arise during the implementation of the Delivery in the time before the Acceptance of the Delivery with assembly, if the said implementation of the Delivery could not be carried out in accordance with the agreed Supplier's Documentation, which was prepared on the basis of incorrect, outdated or incorrect Technical Documentation submitted by the Supplier.
6. All rights and claims of the Customer against the Supplier that are not expressly stated in the Contract or in these GTC are excluded.
7. Neither party shall be liable for the impossibility of performance if a force majeure event as defined in Article VIII of the GTC occurs, provided that they have fulfilled their mutual notification obligation without undue delay. A force majeure event releases the Supplier from the agreed obligations stipulated in the Contract.
8. The total scope of the Supplier's obligation to compensate the Customer for damage, excluding the arrangements specified in these GTC for cases where the Supplier is liable for damage incurred by the Customer, which the Customer would incur in connection with the performance of this Contract or breach of obligations under this Contract, is limited to 5% of the total Contract Price (excluding VAT), for all damage events together. Damage is compensated primarily in money. Any contractual fines or other sanctions paid to the Customer by the Supplier are included in the compensation for damage in full.

Article VIII.

Force majeure

1. Force Majeure Event means any event that occurs beyond the control of a Party or its subcontractors and that could not have been prevented by customary industry practices and that results in the Party, its affiliates or any of its subcontractors (hereinafter referred to as the “Affected Party”) being unable to perform or being late in performing its obligations under the Agreement in whole or in part. Force majeure events include, but are not limited to, military action, civil unrest, civil commotion, terrorism, natural disaster, epidemic, strikes, lockouts, attacks on the Supplier's information systems (e.g. virus attacks, hacker attacks), failure to issue licenses, permits or authorizations, or any other act or omission of a public authority, or embargoes or other trade sanctions imposed by the European Union (EU) or the United States of America (US), or by public authorities in the EU or the US, or by the United Nations, which may, at its sole discretion, subject the Supplier or any of its affiliates to sanctions, fines, loss of benefits or other acts or omissions of public authorities that are detrimental to the Supplier or any of its affiliates, or refusal of delivery by subcontractors, for reasons such as those set out in these GTC or agreed in the Contract, acts or omissions of the public.
2. If a force majeure event occurs, it is understood that the Affected Party shall not breach its obligations arising from the Contract or these GTC for the period and to the extent necessary to overcome the consequences of the force majeure event.
3. The affected Party shall inform the other Party of the force majeure event and its affected obligations as soon as reasonably possible.
4. If one or more cases of force majeure and their consequences last for a total of 360 days, either party may terminate the Contract by notifying the other party in writing of the termination of the Contract in respect of the part of the Supplies that has not yet been delivered. In respect of the part of the Supplies that has not yet been delivered, the Supplier shall be entitled to claim from the Purchaser compensation for the necessary costs associated with such termination.

Suspension

1. The Supplier is entitled to suspend the performance of its obligations under the Contract if:
   1. The Customer is late with payment or provision of payment security, payment of a contractual penalty or other sanction agreed or required under this Agreement for more than 5 calendar days,
   2. The Customer fails to perform those of its obligations that are necessary for the Supplier to complete or deliver the Delivery, or
   3. The Customer otherwise seriously breaches this Agreement.
2. If the parties to the Contract have agreed in the Contract to pay the Contract Price, or part thereof, in advance and payment is not made within the specified period, in accordance with the issued Invoice, the Supplier is entitled to suspend the performance of its obligations under the Contract until the Customer makes the agreed payment of the Contract Price.
3. If the Supplier suspends the performance agreed under the Contract in accordance with point 1 of this article of the GTC or if the Customer suspends the performance of this Contract without an express written agreement with the Supplier, the Customer shall immediately be obliged to pay the Supplier for all parts of the Delivery already delivered. The Customer shall further reimburse the Supplier for all reasonable additional costs and expenses incurred as a result of such suspension (for example, payments to subcontractors, costs associated with downtime, release and redeployment of workers, costs of storing the Delivery, etc.)
4. Each contractual term will be automatically extended by a reasonable period to overcome the consequences of the suspension.

Article IX.

Warranty

1. The warranty period provided by the seller as standard for the goods manufactured and delivered by him is 24 months, during which time they will be suitable for use for their usual purpose and will retain their usual properties. The warranty period begins on the day of receipt of the goods. The invoice for the goods, or the receipt protocol, also serves as a delivery note. When making a complaint, the customer must not only provide a description of the defect with a photo or also describe the method of correction that he requests.
2. To file a complaint, proof of purchase or payment of the full price of the work is sufficient. If the full price of the work is not paid, the contractor has the right to reject the complaint as unjustified. If the work has a defect that can be removed, the customer has the right to have it removed free of charge, in a timely manner and properly. The deadline for correction will be determined by the contractor, but no more than 30 calendar days.
3. The customer may request the replacement of the item instead of removing the defect, but only if this does not cause major difficulties for the contractor. The contractor is also entitled to reject the complaint if it is obvious that the work was used in violation of professional care or the manufacturer's instructions. In the case of other irremovable defects, the customer is entitled to a reasonable discount on the price of the work.
4. Complaint settlement means the completion of the complaint procedure by handing over the repaired product, replacing the product, paying an appropriate discount on the product price, a written request to accept the performance or its justified rejection.
5. If the customer has made a product complaint within the first 12 months of purchase, the seller may resolve the complaint by rejecting it only on the basis of a professional assessment; regardless of the result of the professional assessment, the buyer will not be required to pay the costs of the professional assessment or other costs related to the professional assessment. The seller is obliged to provide the buyer with a copy of the professional assessment justifying the rejection of the complaint no later than 14 days from the date of settlement of the complaint. If the buyer has made a product complaint after 12 months from purchase and the seller has rejected it, the seller will state in the document on settlement of the complaint to whom the buyer can send the product for a professional assessment. If the product is sent for a professional assessment to a designated person, the costs of the professional assessment, as well as all other related and reasonably incurred costs, shall be borne by the buyer in the event that the result of the professional assessment was negative for the buyer. If the buyer proves the seller's liability for the defect through a professional assessment, he may lodge the complaint again; The warranty period does not expire during the professional assessment. The Seller is obliged to reimburse the Buyer within 14 days from the date of re-submission of the complaint all costs incurred for the professional assessment, as well as all related costs incurred in a reasonable manner.
6. The seller is obliged to issue a confirmation to the buyer when making a complaint. If the complaint is made by e-mail, the seller is obliged to deliver the confirmation of the complaint to the buyer immediately; if it is not possible to deliver the confirmation immediately, it must be delivered without undue delay, but at the latest together with the document confirming the settlement of the complaint; the confirmation of the complaint does not have to be delivered if the buyer has the opportunity to prove the claim in another way.

Article X.

Termination of the Contract

1. A contracting party is entitled to withdraw from the contract with effect from the date of receipt of the notice of withdrawal from the other contracting party, provided that:
   1. a decision on the bankruptcy of the other party has been issued by the competent insolvency court;
   2. the competent insolvency court has rejected the proposal to issue a bankruptcy decision due to the lack of assets of the other party;
   3. will go into liquidation
   4. operates under the management of an insolvency administrator, a receiver or for the benefit of its creditors
   5. the enforcement of a decision or execution on the property of the other contracting party has been unsuccessful;
   6. the other party to the contract was published in the list maintained by the Financial Directorate of the Slovak Republic pursuant to Section 69(15) of the VAT Act.
2. With the exception of the cases specified in points 1 and 4 of this article of the GTC, the Customer may withdraw from this Contract only in the case specified below and always on the basis of a registered written withdrawal delivered to the Supplier, with the effects of termination of the contract occurring fourteen days after the delivery of the registered withdrawal, only and exclusively:
   1. in the event that the Supplier has materially breached this Agreement and has not remedied the breach within a reasonable time after receipt of a registered written notice of the breach in question, sent by registered mail from the Customer, to the Supplier's disposal in paper form by means of a postal delivery service (Slovenská pošta). The reasonable time also takes into account the time required to secure all necessary and unavoidable means intended to remedy the Supplier's breach, as well as the time required to remedy the breach notified in the registered written notice, while providing the Customer with maximum cooperation, if such cooperation from the Customer is required to remedy the notified breach.
3. Any termination of the Contract by the Customer, in accordance with point 2 of this article of the GTC, shall not affect those parts of the Supplies that have already been delivered or implemented in accordance with the Contract before its termination. In the event of termination of the Contract by the Customer, in accordance with point 2 of this article, the Customer shall be obliged to pay the Supplier for all those parts of the Supplies that have already been implemented or delivered before the termination of the Contract and have not been paid by the Customer as of the date of termination of the Contract, together with all costs incurred by the Supplier in connection with these Supplies.
4. The right to withdraw from the Contract with the effect of the termination of the Contract from its conclusion (ex tunc) is negotiated between the Contracting Parties in the form of a termination fee, which is set at 80% of the amount including VAT of the total order agreed upon under the concluded Contract (hereinafter referred to as the "Termination Fee"). The Contracting Parties are entitled to apply the aforementioned Termination Fee within a maximum period of one month from the conclusion of the Contract; upon the expiration of the aforementioned period for applying the Termination Fee, the agreed right of the Contracting Parties shall expire or by providing partial performance to any Contracting Party.
5. Notwithstanding any other rights that the Supplier may have under the Contract and these GTC, the Supplier may terminate this Contract, as of the date of receipt of the notice of withdrawal addressed to the Customer, in the following cases:
   1. if the Customer comes under the direct or indirect control of a competitor of the Supplier, or
   2. if the Customer has seriously breached this Agreement and has not remedied the breach within a reasonable period of time after being informed of the said fact by the Supplier;
   3. if the Customer is late with the payment, or with the provision of any of the payment guarantees or sanctions required and agreed upon under the Contract or these GTC, for more than 5 days from their due date;
6. In the event of termination of the Contract by the Supplier, the Supplier has the right to have the Customer pay it:
   1. The contract price after deducting expenses saved or expenses not incurred;
   2. All additional costs and expenses incurred by the Supplier as a result of this termination of the Contract and
   3. all contractual fines and sanctions set out in these GTC.

Article XI.

Personal data protection

1. Unless otherwise agreed, all correspondence related to the purchase contract must be delivered to the other party in writing, by e-mail, in person or by registered mail through a postal service operator. Most messages delivered to the buyer are delivered to the e-mail address specified in his user account.s
2. Správa je doručená:

• in the case of delivery by electronic mail, at the moment of its sending to the disposal sphere of the electronic mail addressee; the integrity of messages sent by electronic mail may be ensured by a certificate,
• in the case of personal delivery or via a postal service operator, by receipt of the shipment by the addressee,
• in the case of personal delivery or via a postal service operator, also by refusing to accept the shipment, if the addressee (or the person authorized to accept the shipment on his behalf) refuses to accept the shipment,
• in the case of delivery via a postal service operator, the expiry of the period for depositing and collecting the shipment and the submission of a request to the addressee to accept the deposited shipment, if the shipment is deposited with the postal service operator, even if the addressee did not learn about the deposit.

Article XII.

Cancellation of custom order

1. If the customer withdraws from the contract or cancels it no later than 48 hours after the conclusion of the contract and the contractor has not yet performed any actions leading to the fulfillment of its obligation, the deposit will be returned to him in full within 7 days. If he has performed certain actions, e.g. purchase of goods, he will be returned a proportional part. If he withdraws from the contract or cancels it after 48 hours from the conclusion of the contract or order, the deposit is non-refundable.
2. In the case of a new work made according to the customer's special requirements, or tailor-made, the customer does not have the right to return the goods.
3. The seller/contractor has the right to withdraw from the contract up to the moment of dispatch of the object of the work, for any reason or without giving a reason. Withdrawal from the contract is also considered a legal action consisting in notifying the customer that the sample book or material ordered by him cannot be delivered. The contractor is entitled to ask the customer for additional confirmation of the order at any time and is entitled to suspend work on the work until he receives confirmation of the order from the customer.
4. The customer is expressly informed and understands that the color and shade of the delivered goods may differ from the goods displayed on the website of the contractor (or sent by email to the customer), as each display device reproduces colors in a different way. The seller reserves the right to refuse a complaint for the goods regardless of the deadline on the grounds that the color and shade of the delivered goods differs from that displayed on the website of the contractor or sent to the customer by email. This also applies if the customer has chosen the color and design personally, as the color of the sample book may give a different impression than the color of the entire work.

Article XII.

Final provisions

1. The seller is not liable for defects in the goods caused by excessive load, use of the goods for commercial or non-commercial purposes other than household use.
2. If the relationship related to the use of the website or the legal relationship established by the purchase contract contains an international (foreign) element, the parties have agreed that their mutual relationship is governed by Slovak law. This does not affect the rights of the consumer arising from generally binding legal regulations.
3. If any provision of the Terms and Conditions is invalid or ineffective, or becomes invalid or ineffective, the contracting parties undertake to replace the disputed provision with a provision whose meaning comes as close as possible to the invalid provision. The invalidity or ineffectiveness of one provision does not affect the validity and effectiveness of the other provisions of these Terms and Conditions. Amendments and supplements to the purchase contract or Terms and Conditions require written form.
4. Individual purchase contracts are archived by the seller in electronic form and are not accessible to third parties.

• A sample withdrawal form is attached to the terms and conditions.

Article XIII.

Alternative dispute resolution

1. The buyer has the right to request redress from the seller if he feels that the seller has violated his rights or has not resolved the complaint to his satisfaction. If the seller does not respond to the request within 30 days or responds negatively to it, the consumer may submit a proposal to initiate alternative dispute resolution with an alternative dispute resolution entity (hereinafter referred to as the ADR entity) pursuant to Act 391/2015 Coll. According to Section 3 of Act 391/2015 Coll., ADR entities are authorities and authorized legal entities. The consumer may submit a proposal in the manner specified in Section 12 of Act 391/2015 Coll. The application may also be submitted online via the alternative dispute resolution platform RSO.
2. Alternative dispute resolution is reserved exclusively for individual consumers, not business buyers. Dispute resolution takes place between a consumer and a seller who have concluded a distance contract and whose dispute has a value higher than EUR 20. The maximum fee that ADR can request is EUR 5 from the buyer, to cover costs.

These terms and conditions are valid and effective from 24.07.2024.