General Terms and Conditions of DLOUHY TECHNOLOGY s.r.o.

Article I. General Provisions

  1. These General Terms and Conditions ("GTC") govern the legal relationships arising from the supply of goods and services between the Seller identified above and buyers - legal entities or business operators ("Buyer"), collectively referred to as the "Parties".

 

  1. These GTC apply exclusively to business-to-business (B2B) transactions. Consumer transactions, if any, are governed by separate arrangements, as both Parties act in the capacity of commercial entities.

 

  1. The legal relationships between the Seller and the Buyer are governed by the applicable law of Georgia, including the Civil Code of Georgia (hereinafter "CCG") and its provisions on transactions, obligations, and sales contracts.

 

  1. In case of a conflict between these GTC and a separately concluded written contract, the provisions of the written contract and its amendments prevail.

 

  1. These GTC also apply to the preparation of price quotations and pre-contractual negotiations.

 

 

 

Article II. Quotations, Contract Formation, and Payment Terms

  1. The Seller will prepare a price quotation upon written request from the Buyer.

 

  1. The Buyer shall submit a purchase order to the Seller in written form, either in person, by a person duly authorised in writing, or electronically by email. By signing and submitting the order, the Buyer confirms the accuracy of all information contained in the order and declares acceptance of these GTC.

 

  1. Delivery of an order to the Seller, or the preparation of a quotation on its basis, does not bind the Seller to conclude a sale contract or to supply goods on the terms stated in the order or quotation.

 

  1. A sale contract is formed at the moment the Buyer receives the Seller's written order confirmation (in person, by telephone, or electronically by email).

 

  1. The person signing the Buyer's order is deemed authorised to sign on behalf of the Buyer under these GTC. If such person acts without authority or exceeds their authority, they are bound as if acting personally.

 

  1. Verbal or telephone agreements and representations made by the Seller's employees or associates are binding on the Seller only when confirmed in writing by persons authorised to act on the Seller's behalf.

 

  1. Internal reference numbers (commission numbers, factory codes) appearing in quotations or correspondence are for the Seller's internal use only.

 

  1. Prices. Goods are supplied at prices stated in the Seller's confirmed price quotation. Prices are stated in EUR or another currency agreed in writing, and are exclusive of VAT unless expressly stated otherwise.

 

  1. Payment. The Buyer shall pay the purchase price in full and on time. The Seller's right to payment arises upon delivery of the goods. The Buyer shall pay on the basis of an invoice issued by the Seller, with a payment term of 14 days from the invoice date, unless agreed otherwise in writing.

 

  1. Advance payment. For non-standard or custom goods, the Buyer's order may be accepted only after payment of an advance deposit in an amount determined by the Seller. If the advance is not paid within the specified period, the Seller may withdraw from the contract, provided the advance remains unpaid within an additional 5 days from the Seller's written demand.

 

  1. Advance on standard orders. The Seller is entitled to require an advance payment on the purchase price and delivery costs of at least 30% of the purchase price including VAT. Non-payment of the advance within the required period entitles the Seller to withdraw from the contract.

 

  1. Costs. Transport, packaging, insurance, and other costs are borne by the Buyer unless agreed otherwise in writing. If pre-agreed prices include certain cost components (e.g., customs, freight) and those costs subsequently increase, the Seller reserves the right to adjust the affected price components proportionally.

 

  1. Payment method. The purchase price shall be paid by bank transfer to the Seller's account as indicated on the invoice. Payment is deemed complete upon credit to the Seller's bank account.

 

  1. Retention of title. Ownership of the goods passes to the Buyer only upon full payment of the purchase price, even if the goods have been incorporated into the Buyer's systems. Until title passes, the Buyer shall not pledge, encumber, or transfer the goods to third parties without the Seller's prior written consent. The Buyer bears full liability for any disposal of goods before title transfer. The Seller's right to damages is unaffected.

 

  1. Lien / right of retention. If the Seller is obliged to deliver goods to the Buyer, it is entitled to retain the goods to secure its due monetary claims against the Buyer, in accordance with the applicable Georgian legal provisions on retention.

 

  1. Late payment penalty. In the event of the Buyer's delay in payment of the purchase price, the Seller is entitled to a contractual penalty of 0.1% per day of the overdue purchase price including VAT, up to a maximum of 20% of the purchase price including VAT. The Seller's right to claim damages is unaffected. The Seller may withdraw from the contract if the Buyer is in arrears with payment for more than 30 days after the due date; withdrawal must be made in writing and takes effect upon receipt by the Buyer.

 

  1. Export restriction - Russian Federation and Republic of Belarus. The Buyer undertakes not to export, re-export, facilitate, or otherwise divert the supplied goods or technologies to the Russian Federation or the Republic of Belarus, or for use therein, where such goods or technologies are subject to applicable export restrictions or sanctions. The detailed obligations, consequences of breach, and the applicable contractual penalty are set out in Article VI. To avoid doubt, the contractual penalty for breach of the export restriction is governed solely by Article VI and is not cumulative with this section.

 

 

 

Article III. Delivery of Goods

  1. The Seller fulfils its delivery obligation by handing over the goods to the Buyer, to a person authorised by the Buyer, or to a carrier designated for transport to the Buyer.

 

  1. Where the Buyer requests transport, the Seller shall arrange an appropriate method of transport at the Buyer's cost, based on the nature of the goods and the information in the order. The Seller will notify the Buyer of the dispatch date by email, telephone, or fax.

 

  1. Where the contract requires the Seller to dispatch the goods, delivery is effected by handing the goods to the first carrier for transport to the Buyer. If the Buyer requires delivery at a specific location, delivery is effected at that location.

 

  1. If the Seller delivers before the agreed date, the Buyer is obliged to accept the goods.

 

  1. The Buyer is obliged to accept the goods immediately upon the Seller's notification that the goods are ready for handover. The Buyer is also obliged to accept partial deliveries.

 

  1. The Buyer shall acknowledge receipt in the delivery note. Any apparent defects must be described in the delivery note at the time of handover. The delivery note also serves as a record for warranty claims.

 

  1. If the Buyer fails to accept the goods at the agreed time or otherwise prevents acceptance, the Seller is entitled to store the goods with a third party at the Buyer's cost for a maximum of 30 days. If the goods remain uncollected after this period, the Seller is entitled to take back and dispose of the goods at the Buyer's cost. The Seller's right to damages is unaffected.

 

  1. Risk of loss. Risk of accidental loss or damage to the goods passes to the Buyer upon handover of the goods to the Buyer or, where the Seller is required to hand the goods to a carrier at a specified location, upon delivery to the carrier at that location. If the Buyer is in default of acceptance, risk passes at the time the Seller makes the goods available for collection and the Buyer fails to accept. Damage to the goods after risk has passed does not affect the Buyer's obligation to pay the purchase price.

 

  1. Fitness for purpose. The Seller is not responsible for the suitability of the delivered goods for any specific purpose of the Buyer, or for the Buyer's ability to incorporate the goods into the Buyer's systems, unless such suitability or compatibility is expressly confirmed in writing in the quotation, order confirmation, or other written agreement.

 

  1. Incoterms. The Parties may agree on Incoterms delivery terms in the individual sale contract or order confirmation. In the absence of such agreement, delivery terms under this Article III apply.

 

  1. Installation. Where the Buyer requests installation of the goods, or where the nature of the goods (e.g., valves, burners, pump protection equipment) requires installation at the Buyer's premises, installation is performed for a fee, ordinarily at the time of delivery or at a time agreed with the Seller's authorised representative. The Buyer shall provide access to the relevant premises and the conditions necessary for installation; the required conditions follow standard practice and shall be specified by the Seller's authorised representative.

 

  1. Buyer's withdrawal for delay. The Buyer may withdraw from the contract if the Seller, for reasons attributable to the Seller, is in delay with delivery for more than 3 months beyond the agreed delivery date. Withdrawal must be made in writing. Where the subject matter consists of multiple separable items, the Buyer may withdraw only with respect to the item(s) affected by the delay.

 

 

 

Article IV. Warranty and Liability for Defects

  1. The general warranty period is 24 months from delivery, unless a shorter period is established by the manufacturer or agreed in writing. If the Seller is required to dispatch the goods, the warranty period runs from the date of arrival at the destination.

 

  1. The warranty does not cover parts and components subject to normal wear and tear (e.g., seals, membranes, and similar consumables). The Buyer must comply with the storage, installation, and operating conditions specified by the manufacturer or the Seller. Non-compliance entitles the Seller to reject warranty claims.

 

  1. The Buyer, acting as an entrepreneur, shall inspect the goods immediately upon delivery and notify the Seller of any defect in writing without undue delay after discovery. Failure to notify in time results in the loss of defect-related rights, except where the Seller intentionally concealed the defect.

 

  1. Remedy of defects. If the goods are defective, the Seller shall, at its election, repair or replace the defective item within a reasonable time. If repair or replacement is disproportionately costly or impossible, the Buyer may claim a reasonable price reduction or, where the defect is material, withdraw from the contract.

 

  1. Lower-quality goods at Buyer's request. If goods of lower quality are supplied at the Buyer's explicit written request, no warranty applies to such goods.

 

  1. The Seller's warranty liability does not arise where defects are caused after the transfer of risk to the Buyer by external events not attributable to the Seller or its agents, or where damage is caused by improper handling or maintenance by the Buyer or a third party.

 

  1. Technical standards and certification. The goods supplied by the Seller carry valid CE certification (Pressure Equipment Directive 2014/68/EU for pressure fittings, Machinery Directive 2006/42/EC for burners) as specified in the product documentation. Under applicable Georgian technical-regulation rules, technical regulations of EU and OECD member states may be applied in Georgia; products holding valid CE certification are therefore acceptable on the Georgian market. Where required for market surveillance, registration or notification of the applied standards with the competent Georgian authority shall be arranged. Georgia does not require GOST certification.

 

  1. Limitation of liability. The Seller's total liability for damages arising from defects in goods during the warranty period is limited to a maximum of 20% of the purchase price of the defective goods, exclusive of VAT. The Seller is not liable for indirect damages, loss of profit, or consequential losses unless caused by gross negligence or wilful misconduct of the Seller.

 

 

 

Article V. Personal Data Protection

  1. Applicable law. The processing of personal data in connection with these GTC is governed by the Law of Georgia on Personal Data Protection (hereinafter "Georgian PDP Law") and supervised by the Personal Data Protection Service of Georgia (PDPS). EU Regulation 2016/679 (GDPR) does not apply in Georgia.

 

  1. Scope. This Article applies where the Buyer is a natural person or where the Buyer provides the Seller with personal data of its contact employees, representatives, or other contact persons in connection with the performance of the contract.

 

  1. Controller. The Seller acts as controller of personal data for the purposes of the Georgian PDP Law. The Buyer, by concluding the contract, confirms that it has informed its employees and contact persons whose data it provides to the Seller, and has fulfilled the information obligation required under applicable Georgian law.

 

  1. Data processed. The Seller processes personal data to the following extent: name and surname, company name, registered address, identification code, VAT number, contact telephone number, email address, bank account number (for payment purposes), and data relating to the performance of the contract (orders, deliveries, complaints).

 

  1. Legal basis and purpose. Personal data is processed on the following legal bases under the Georgian PDP Law:

 

  • Performance of a contract (for processing necessary to conclude and perform the sale contract);

  • Compliance with a legal obligation (accounting, tax, archival obligations);

  • Legitimate interest of the Seller (fraud prevention, security, protection of legal claims). Direct marketing is conducted only on the basis of explicit consent, which may be withdrawn at any time.

 

  1. Retention period. Personal data is retained for the duration of the contractual relationship and for the period required by applicable Georgian accounting, tax, and archival law after final settlement of all obligations.

 

  1. Recipients. Personal data may be disclosed to: transport and logistics partners (limited to name, address, and contact for delivery purposes), legal and financial advisors, accountants, courts, and public authorities where required by law.

 

  1. Cross-border transfers. Personal data may be transferred to the Seller's affiliated companies in the Czech Republic and Slovak Republic. These transfers are permissible under the Georgian PDP Law, as the European Union is recognised as providing an adequate level of data protection.

 

  1. Data subject rights. Under the Georgian PDP Law, data subjects have the following rights: right of access, right to rectification, right to erasure, right to restriction of processing, and right to object to processing, exercised within the periods set by the Georgian PDP Law.

 

  1. Withdrawal of consent. Where processing is based on consent, the data subject may withdraw consent at any time by contacting the Seller in writing. Withdrawal does not affect the lawfulness of processing carried out before withdrawal.

 

  1. Direct marketing opt-out. The Seller accepts objections to direct marketing and ceases processing for such purposes within the period set by applicable Georgian law.

 

  1. Complaints. Data subjects may lodge a complaint with the supervisory authority, the Personal Data Protection Service of Georgia (PDPS, pdps.gov.ge).

 

  1. DPO. A Data Protection Officer is not mandatory for the Seller's activities under the Georgian PDP Law, as the obligation applies only to specified sectors that do not include industrial valve and burner distribution.

 

  1. Sanctions. Infringements of the Georgian PDP Law may result in administrative fines as provided by that law.

 

 

 

Article VI. Prohibition of Export to the Russian Federation and the Republic of Belarus

  1. The Buyer undertakes not to export, re-export, transfer, or otherwise divert the supplied goods or technologies to the Russian Federation or for use in the Russian Federation. The Buyer shall ensure that this prohibition is imposed on any subsequent purchaser, transferee, or user.

 

  1. The Buyer undertakes not to export, re-export, transfer, or otherwise divert the supplied goods or technologies to the Republic of Belarus or for use in the Republic of Belarus. The Buyer shall ensure that this prohibition is imposed on any subsequent purchaser, transferee, or user.

 

  1. Concealment - whether intentional or inadvertent - of the fact that the ordered goods are intended, directly or indirectly, for the Russian Federation or the Republic of Belarus entitles the Seller to a contractual penalty of 10% of the purchase price (including VAT) of the goods concerned. This is the sole contractual penalty for breach of the export restriction (see Article II, section 17).

 

  1. Breach of the obligations under sections 1 or 2 of this Article constitutes a material breach of contract and entitles the Seller to immediate withdrawal from the contract. The Seller's right to damages is unaffected.

 

 

 

Article VII. Force Majeure

  1. Neither Party is liable for failure to perform its obligations where such failure results from circumstances beyond its reasonable control, including but not limited to: natural disasters, acts of government, war, embargo, epidemic, or disruption of transport infrastructure.

 

  1. The affected Party shall notify the other Party of a force majeure event in writing without undue delay. Where force majeure persists for more than 60 days, either Party may withdraw from the contract. The Seller's right to payment for goods already delivered remains unaffected.

 

 

 

Article VIII. Governing Law, Dispute Resolution, and Jurisdiction

  1. Governing law. These GTC and all contracts concluded on their basis are governed by the applicable law of Georgia, including the Civil Code of Georgia and other applicable Georgian statutes.

 

  1. Pre-dispute negotiation. The Parties shall attempt to resolve any dispute amicably within 30 days of written notice from either Party.

 

  1. Dispute resolution. Disputes not resolved amicably shall be resolved either before the competent Georgian courts or, where the Parties so agree in the individual contract, by binding arbitration before a recognised arbitration institution. An arbitral award is final and binding; its enforcement in Georgia is subject to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958), to which Georgia is a signatory. The forum, the procedural rules, and the language of proceedings are agreed by the Parties in the individual contract or arbitration clause.

 

  1. Courts. Where disputes are resolved before the Georgian courts, the courts of Tbilisi shall have jurisdiction. Georgian courts recognise and enforce foreign judgments subject to verification of authenticity, finality, service of process, and Georgian translation.

 

 

 

Article IX. VAT and Tax Provisions

  1. VAT rate. The standard VAT rate in Georgia is 18%. The Seller's prices are exclusive of VAT unless expressly stated otherwise. VAT is added to the invoice where applicable.

 

  1. VAT registration. The Seller's VAT registration number is identical to its Identification Code (9-digit number).

 

  1. Import VAT. Where goods are imported from the Czech Republic or Slovak Republic into Georgia, import VAT and customs duties applicable under Georgian law shall be borne by the Buyer unless agreed otherwise in the individual contract.

 

  1. Invoicing. The Seller issues VAT invoices in accordance with applicable Georgian tax requirements and uploads them to the Georgian Revenue Service portal as required by Georgian tax law.

 

 

 

Article X. Final Provisions

  1. The Buyer is not entitled to set off any mutual claims against the Seller's claims without the Seller's prior written consent.

 

  1. Amendments to these GTC are binding on the Seller only when confirmed in writing by persons authorised to act on the Seller's behalf.

 

  1. If any provision of these GTC is found to be invalid or unenforceable under Georgian law, the remaining provisions remain in full force. The invalid provision shall be replaced by a valid provision that best reflects the original commercial intent.

 

  1. These GTC form an integral whole with the Cookie and Privacy Policy of the Seller.

 

  1. These GTC are effective as of 6 June 2026 and supersede all previous general terms and conditions issued by the Seller for the Georgian market.

 

  1. These GTC are published on the Seller's website as of the date of their issuance.

 

 

 

 

DISCLAIMER: This document is a general working draft and does not constitute legal advice. It is intended as a general B2B framework for the Georgian market and should be reviewed by a Georgian-qualified lawyer before binding use. The legal grounding (entity data, currency, VAT, technical regulation, data protection, dispute resolution) has been verified against primary and official sources where available. DLOUHY TECHNOLOGY accepts no liability for reliance on this draft before final legal confirmation.