General Terms and Conditions — DLOUHY TECHNOLOGY

Article I.

Basic Provisions

These General Terms and Conditions and warranty conditions (hereinafter referred to as “GTC”) govern the legal relationships arising in connection with the supply of goods and services between the Seller, meaning the commercial company DLOUHY TECHNOLOGY, s.r.o., with registered office at Stárkova 7, 010 01 Žilina, IČO: 36 386 871, registered with Okresný súd Žilina, section: Sro, file no. 11729/L, as the supplier (hereinafter referred to as the “Seller”), and Buyers as third-party purchasers (hereinafter referred to as the “Buyer”).

The mutual relations between the Seller and the Buyer arising in connection with the supply of goods and services are governed by the provisions of zákon č. 513/1991 Zb. Obchodný zákonník (Slovak Commercial Code) as amended (hereinafter referred to as the “Commercial Code”).

  1. These GTC also apply to the preparation of price quotations.

In the event of any discrepancy between these GTC and a written contract, the terms agreed between the Seller and the Buyer (together also referred to as the “Parties”) in the written contract, including any amendments thereto, shall prevail.

Article II.

Price Quotations, Contract Formation, Payment Terms

  1. The Seller shall prepare a price quotation upon the Buyer’s request.

2. The Buyer shall submit an order to the Seller in writing, either in person or through a person duly authorised in writing to perform such action. Orders may also be submitted to the Seller electronically by e-mail. By signing the order and delivering it to the Seller, the Buyer confirms the order and the information contained therein, and simultaneously declares agreement with these GTC. Delivery of an order to the Seller or the preparation of a price quotation on the basis thereof does not oblige the Seller to conclude a purchase contract or to deliver goods on the terms set out in the order or price quotation.

At the moment the Seller delivers written confirmation of the order to the Buyer (in person, by telephone or electronically by e-mail), a purchase contract is concluded between the Seller and the Buyer on the terms of these GTC.

The person signing the Buyer’s order is deemed to be a person authorised to sign the order on behalf of the Buyer under these GTC. If that person acts on behalf of the Buyer without authority or exceeds such authority, the person is bound in the same manner as the person on whose behalf or in whose name they act. Oral or telephone arrangements, explanations, and information provided by the Seller’s employees or associates are binding on the Seller only if confirmed in writing by persons authorised to act on behalf of the Seller.

3. Data relating to certain commission or factory numbers in quotations, confirmations, or other written communications are for the internal use of the Seller only.

4. The purchase prices stated in the Seller’s price quotation apply to goods that are the subject of individual purchase contracts.

5. The Buyer is obliged to pay the Seller the purchase price properly and on time, within the payment deadline. The Seller’s entitlement to payment of the purchase price arises at the moment the goods are delivered to the Buyer; the Buyer shall pay the purchase price to the Seller on the basis of an invoice issued by the Seller, within a payment deadline of 14 days from the date of issue of the invoice by the Seller (Agreement on Payment Deadline).

6. In the event that the Buyer orders non-standard goods (subject matter of performance) from the Seller, the Buyer’s order may be accepted and confirmed only after the Buyer has paid a deposit in the amount determined by the Seller, of which the Buyer will be informed by the Seller.

7. The Buyer shall pay the purchase price for the goods to the Seller by non-cash transfer, i.e., through a bank to the credit of the account notified by the Seller to the Buyer in the relevant invoice. The purchase price shall be deemed paid upon its crediting to the Seller’s bank account.

8. The Seller is entitled to request from the Buyer an advance payment towards the purchase price and towards costs associated with the delivery of goods in the amount of at least 30% of the purchase price inclusive of VAT; if payment is not made within the specified deadline, the Seller is entitled to withdraw from the purchase contract, provided payment is not made within a supplementary deadline of 5 days from the date of delivery of the Seller’s demand for payment.

9. The costs of transport, packaging, insurance and other costs shall be borne by the Buyer, unless otherwise agreed in writing in advance. In the event that prices agreed in advance include certain costs (e.g., customs costs, transport costs, and the like) and any such costs increase, the Seller reserves the right to increase the relevant prices in direct proportion to the increase in such costs.

10. Retention of title: Upon confirmation of the order by the Seller and its delivery to the Buyer, a simultaneous agreement is concluded between the Seller and the Buyer pursuant to § 445 of the Commercial Code on the retention of title to the subject matter of the purchase contract, the content of which is the agreement between the Seller and the Buyer that title to the subject matter of the purchase contract passes to the Buyer only upon full payment of the purchase price, including in the event that the goods are incorporated into the Buyer’s system. Until title to the delivered goods passes to the Buyer, any pledge of the delivered goods, creation of a security transfer of title, or any other obligation in respect of the delivered goods in favour of any third party without the Seller’s consent is excluded, and the Buyer shall bear full responsibility for any disposal of the delivered goods. The Seller’s right to claim damages is not affected.

11. Right of retention: If the Seller is obliged to release the subject matter of the purchase contract to the Buyer, the Seller is entitled to retain it in order to secure a due monetary claim against the Buyer. When exercising the right of retention, the legal rules in force at the time of retention of the subject matter of the contract shall apply.

12. Contractual penalty. The Seller is entitled to a contractual penalty in the event of:

a) delay by the Buyer in payment of the purchase price: the Seller is entitled to demand a contractual penalty at the rate of 0.1% per day of the purchase price of the delivered goods inclusive of VAT, up to a maximum of 20% of the purchase price inclusive of VAT. The Seller’s right to claim damages remains unaffected.

b) if the Buyer conceals (intentionally or unintentionally) that the ordered goods are intended, directly or indirectly, for the Russian Federation or the Republic of Belarus, the Seller is entitled to demand a contractual penalty at the rate of _____% per day of the purchase price of the delivered goods inclusive of VAT. The Seller’s right to claim damages remains unaffected.

13. Default interest. In the event of the Buyer’s delay in payment of the purchase price, the Seller may demand payment of contractual default interest at the rate of 0.1% per day of the purchase price inclusive of VAT, up to a maximum of 20% of the purchase price inclusive of VAT.

Article III.

Delivery of Goods

1. The Seller fulfils its obligation to deliver the subject matter of the contract under the purchase contract by handing over the goods to the Buyer, or to a person authorised by the Buyer on the basis of a presented power of attorney or written authorisation from the statutory body in the case of self-collection, or by delivering the goods to the Buyer at the Buyer’s registered office or place of business, or by delivering them at another location and to a person designated by the Buyer and specified in the order.

2. If the Buyer requests transport of the ordered goods, the Seller shall, having regard to the nature of the goods and the details in the order and order confirmation, select an appropriate method of transport, at the Buyer’s cost. Where necessary, the Seller shall notify the delivery of goods or services on the day of dispatch by fax, telephone, or e-mail.

3. If the Seller is not contractually obliged to deliver the goods at a specific location, delivery occurs upon handover to the first carrier for transport to the Buyer, where the contract provides for dispatch of the goods by the Seller. If the Seller delivers the goods before the specified time, the Buyer is obliged to accept the goods.

4. The Buyer is obliged to accept the goods immediately upon notification by the Seller that the goods are ready for handover. The Buyer is obliged to accept partial performance as well. The Buyer is obliged to accept the goods from the Seller and to confirm acceptance in the delivery note. If defects in the goods are apparent at the time of acceptance, the Buyer is obliged to precisely identify and describe the defects in the delivery note. The delivery note also serves as a complaint record for asserting defects against the Seller. The Buyer is obliged to claim defects without undue delay after discovering or being able to discover them.

5. In the event that the Buyer fails to accept the goods within the agreed time or otherwise prevents acceptance, the Seller has the right to store the goods with a third party at the Buyer’s cost. The storage period with a third party is a maximum of 30 days. If the Buyer fails to collect the goods within this supplementary period, the Seller is entitled to accept and dispose of the goods at the Buyer’s cost. The Seller’s right to claim damages is not affected thereby.

6. The risk of damage to the goods passes to the Buyer at the time the Buyer takes over the goods from the Seller, or, if the Buyer fails to do so in time, at the time the Seller allows the Buyer to dispose of the goods and the Buyer breaches the contract by failing to take over the goods.

If the Seller is contractually obliged to hand over the goods to a carrier at a specific location for transport to the Buyer, the risk of damage to the goods passes to the Buyer upon handover to the carrier at that location. If the purchase contract includes an obligation of the Seller to dispatch the goods but the Seller is not obliged to hand the goods over to a carrier at a specific location, the risk of damage to the goods passes to the Buyer when the goods are handed over to the first carrier for transport to the destination. The fact that the Seller retains documents relating to the goods in transit has no effect on the passing of the risk of damage to the goods.

Damage to the goods occurring after the risk has passed to the Buyer does not affect the Buyer’s obligation to pay the purchase price.

7. The Seller is not liable for the suitability of the delivered goods for any particular purpose or for the possibility of use in the Buyer’s system.

Article IV.

Liability for Defects - Quality Warranty

1. The general warranty period is 24 months, unless otherwise agreed or unless the manufacturer of the goods that are the subject of the contract specifies a shorter warranty period, in which case the warranty period shall be of the length specified by the manufacturer. The warranty period begins on the day the goods are delivered to the Buyer. If the Seller is obliged to dispatch the goods, the warranty period runs from the day the goods arrive at the destination. The warranty does not cover parts and components of goods subject to wear (e.g., seals, membranes, and the like); the Buyer is obliged to comply with the storage, assembly, and operating conditions set by the manufacturer or the Seller. If the Buyer fails to comply with these conditions, the Seller is entitled to reject the Buyer’s claims based on defects of the goods. If the goods delivered are of lesser quality, the warranty does not apply to such goods.

2. During the warranty period, the Buyer has the right to assert claims arising from defects of goods in accordance with applicable legal regulations. The Buyer shall assert a complaint regarding goods against the Seller in writing, immediately upon discovering the defect.

3. The Seller’s liability for defects covered by the quality warranty does not arise if those defects were caused after the risk of damage to the goods passed to the Buyer by external events not caused by the Seller or persons through whose assistance the Seller performed its obligation. The warranty is not provided in cases where the damage is caused by the Buyer itself or by another third party through improper handling and maintenance of the delivered goods.

4. The amount of compensation for damage resulting from defects of goods during the warranty period is limited to a maximum amount corresponding to 20% of the price of the work exclusive of VAT.

Article V.

Personal Data Processing Principles and Protection

1. Where the Buyer is a natural person, the Buyer acknowledges that the Seller will, in connection with the concluded contract and within pre-contractual relations, process the Buyer’s personal data. In the case referred to in the preceding sentence, the Buyer shall also be referred to as the “Data Subject” and the Seller also as the “Controller” for the purposes of this Article. The Controller is also entitled, to the extent provided in this Article, to process personal data of contact employees or other contact persons of the Buyer in connection with the performance of the contract, meaning in particular statutory representatives of the Buyer or other representatives of the Buyer (including where the Buyer is a legal entity), if such data are provided to the Controller (also referred to as “Data Subject” or “Buyer” for the purposes of this Article), whereby the Buyer undertakes in this case to ensure that all information and instructions pursuant to this Article are provided to those persons, for which the Buyer accepts full responsibility. By concluding the contract with the Controller, the Data Subject also declares that all data provided by the Data Subject are true, correct and complete, and that the Data Subject will notify the Controller without undue delay of any changes to such data.

2. The Controller undertakes to process personal data in accordance with zákon č. 18/2018 Z.z. o ochrane osobných údajov (Slovak Act on Personal Data Protection) (hereinafter referred to as the “Act on Personal Data Protection”) and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (hereinafter referred to as “GDPR Regulation”), both effective from 25 May 2018.

3. The Controller will process the following personal data of the Data Subject: first name and surname, permanent residential address, postal code, contact telephone numbers and e-mail addresses; in the case of a sole trader or legal entity, additionally the company name (trade name), IČO, DIČ, IČ DPH, and the company’s billing address (street, number, city, postal code); in relation to each Buyer, Buyer settings, meaning data concerning the Buyer’s account, in particular saved addresses and profiles, newsletter settings; data on the Buyer’s orders, being in particular data on goods and services ordered by the Buyer, method of delivery and payment including the payment account number, and complaint data; data on the Buyer’s behaviour on the website, in particular goods and services viewed, links clicked, manner of browsing the website and screen scrolling, and also data on the device from which the Buyer browses the website, such as IP address and derived location, device identification, its technical parameters such as operating system and version, screen resolution, browser used and its version, and also data obtained from cookies and similar device-identification technologies; data on behaviour when reading messages sent by the Seller, in particular times of opening messages and also data on the device on which the Buyer reads the messages, such as IP address and derived location, device identification, its technical parameters such as operating system and version, screen resolution, browser used and its version; derived data, meaning personal data derived from the Buyer’s settings, data on goods and services purchased by the Buyer, data on the Buyer’s behaviour on the website, and data on behaviour when reading e-mails sent by the Seller; data relating to the use of a telephone call or visit to a business premises, being in particular any recordings of telephone calls, identification of messages sent by the Buyer including identifiers such as IP addresses, and any recordings from camera systems at the premises (hereinafter referred to collectively as “personal data”), and these personal data will be processed for the purposes of the commercial relations between the Controller and the Data Subject, including in particular for the purposes of concluding, performing and maintaining the contractual relationship established by the Contract, sending commercial and technical messages, and further communication in connection with the Contract. The Controller will also process personal data for the purposes of contacting so-called contact employees or other contact persons of the Buyer in connection with pre-contractual and contractual relations with the Controller. The Controller is entitled to process personal data for the duration of the contract, until the final settlement of all obligations of the Parties arising therefrom, and for a period of up to 2 years from the date of final settlement of all obligations of the Parties under the contract. Personal data of Data Subjects may be processed for a longer period only where this is required by applicable legal regulations, or where it is necessary for the required archiving of personal data to the extent necessary. Processing of personal data on the basis of legitimate interests of the Controller or a third party is not carried out.

4. The Controller is entitled to process personal data of the Data Subject to the extent of: first name and surname, permanent residential address, postal code, contact telephone numbers and e-mail addresses; in the case of a sole trader or legal entity, additionally the company name (trade name), IČO, DIČ, IČ DPH, and the company’s billing address (street, number, city, postal code) (also referred to as “personal data”) also for marketing purposes (sending offers, marketing messages, information on discounts, and the like), but only on the basis of a separate and voluntarily granted consent of the Data Subject. For this purpose, the Controller is entitled to process the Data Subject’s personal data for the duration of the contract and for 5 years from the date of its expiry. For the purposes of carrying out the Controller’s marketing activities, the Controller is entitled to provide the Data Subject’s personal data to third parties participating in the Controller’s marketing activities, i.e., parties that carry out or directly perform such activities on behalf of the Controller, but solely for the purposes of the Controller’s marketing activities.

5. The Controller does not process personal data by profiling or by any similar method based on automated individual decision-making.

6. The processing of the Data Subject’s personal data, including their provision to the Controller for the purpose specified in paragraph 3 of this Article, is voluntary, but at the same time necessary for the purposes of concluding, performing and maintaining the contract. If the Data Subject does not provide personal data, it is not possible to conclude the contract. The processing of the Data Subject’s personal data, including their provision to the Controller for the purpose specified in paragraph 4 of this Article, is voluntary and is not necessary for the purposes of concluding, performing and maintaining the contract. With the Buyer’s consent, the Seller may also transfer data to advertising and social networks for the purpose of displaying targeted advertising on other websites. Personal data is processed by the Seller as Controller, which determines the purposes defined above for which personal data are collected, determines the means of processing and is responsible for their proper implementation. The Seller may also transfer personal data to other entities acting as Controllers.

7. The Controller undertakes to maintain confidentiality in respect of the obtained personal data of the Data Subject and treats them as confidential. Personal data is mostly obtained by the Seller directly from the Buyer through the Seller’s website or in the course of communication with the Buyer. Some additional data may be received by the Seller from business partners, e.g., banks or transport companies.

In most cases, the Seller processes personal data provided by the Buyer in the course of ordering goods or services, creating and using an account, or during telephone communication. The Seller also obtains personal data directly from the Buyer by monitoring the Buyer’s behaviour on the Seller’s website and when reading messages, recording calls, and the like. In connection with the performance of the concluded purchase contract, the Seller may obtain additional data on the Buyer’s orders from banks, operators of payment systems, transport partners, such as the Buyer’s account number, confirmation of successful payment, or delivery and acceptance of goods.

8. The Data Subject acknowledges that the Controller may provide personal data to the following recipients: persons carrying out intermediary or similar activities at the time of concluding the contract, the Controller’s partners where this is necessary to ensure performance of the contract, entities that are directly or indirectly financially or personally connected with the Controller, persons to whom the Controller assigns or intends to assign a claim against the Data Subject arising from the contract, persons providing advisory services to the Controller (legal representatives, auditors, tax advisers, entities processing the Controller’s accounting, bailiffs, courts and/or other public authorities in connection with the exercise of public authority, e.g., supervisory activities relating to the Controller’s operations).

9. For the purposes of shipping goods, the Controller will use the services of transport companies, to whom the Data Subject’s personal data (name, address, telephone contact) is provided on a one-off basis solely for the purpose of fulfilling the specific order. The transport companies used are:

- Slovenská pošta, a.s., so sídlom Partizánska cesta 9, 975 99 Banská Bystrica, IČO: 36631124,

- Slovak Parcel Service S.R.O., Senecká cesta 1, 900 28 Ivanka pri Dunaji, IČO: 31329217, IČ DPH SK2020351993,

- Geis SK s.r.o., Trňanská 6, 960 01 Zvolen, IČO: 31324428, IČ DPH: SK2020452687.

10. The Controller is entitled to disclose the Data Subject’s personal data to other recipients only in cases where this is required by applicable legal regulations.

11. If the Controller entrusts processing of the Data Subject’s personal data to a third party, a Processor, pursuant to the Act on Personal Data Protection as in force and the GDPR Regulation, the Controller is obliged to inform the Data Subject of this fact, unless the Processor itself does so first and provides the Data Subject with the necessary information in accordance with applicable legal regulations. The Controller declares that in selecting Processors it pays regard to their professional, technical, organisational and personnel competence and their ability to guarantee the security of the processed data.

12. The Data Subject has the right of access to their data. Upon the Data Subject’s request, the Controller shall issue a confirmation as to whether personal data concerning the Data Subject are being processed. Where the Controller processes such personal data, it shall, upon the Data Subject’s request, provide a copy of those personal data.

13. If the Data Subject requests information by electronic means, it will be provided in a commonly used electronic form, namely by e-mail, unless the Data Subject expressly requests another method of provision.

14. The Data Subject has the right to rectification of personal data where the Controller holds inaccurate personal data about the Data Subject. The Data Subject also has the right to have incomplete personal data completed.

15. The Data Subject has the right to erasure of personal data concerning them, provided that:

- the personal data are no longer necessary for the purposes for which they were collected or otherwise processed;

- the Data Subject withdraws the consent on the basis of which the processing was carried out,

- the Data Subject objects to the processing of personal data pursuant to paragraph 22 of this Article,

- the personal data were processed unlawfully,

- the ground for erasure is the fulfilment of an obligation under a law, special regulation, or international treaty by which the Slovak Republic is bound, or

- the personal data were collected in connection with the offer of information society services to a person under the age of 16.

16. The Data Subject shall not have the right to erasure of personal data where their processing is necessary:

- for the exercise of the right to freedom of expression and information;

- for compliance with a legal obligation under a law, special regulation, or international treaty by which the Slovak Republic is bound, or for the performance of a task carried out in the public interest or in the exercise of official authority vested in the Controller,

- on grounds of public interest in the area of public health,

- for archiving purposes in the public interest, scientific or historical research purposes, or statistical purposes, where the right to erasure is likely to render impossible or seriously impair the achievement of the objectives of such processing, or

- for the establishment, exercise, or defence of legal claims.

17. The Controller shall carry out the erasure of Data Subjects’ personal data upon request, without undue delay after evaluating the Data Subject’s request as well-founded.

18. The Data Subject has the right to restriction of processing of personal data, where:

- the Data Subject contests the accuracy of the personal data by objection pursuant to paragraph 22 of this Article, for a period enabling the Controller to verify the accuracy of the personal data;

- the Controller processes the personal data without a sufficient legal basis (e.g., beyond what the Controller is required to process), but the Data Subject prefers restriction of such data rather than erasure (e.g., if the Data Subject anticipates providing such data in the future in any event);

- the Controller no longer needs the personal data for processing purposes, but the Data Subject requires them for the establishment, exercise, or defence of legal claims;

- the Data Subject has objected to the processing of personal data on the basis of the Controller’s legitimate interest, pending verification of whether the legitimate grounds on the Controller’s side override those of the Data Subject.

19. Where the Data Subject requests restriction of the processing of their personal data, the Controller shall not perform any processing operations on the data in question, other than storage, without the Data Subject’s consent.

20. The Data Subject will be informed by the Controller when the restriction of processing of such data is lifted.

21. The Data Subject has the right to data portability, meaning the right to receive personal data that the Data Subject has provided to the Controller, with the right to transfer those data to another Controller in a commonly used and machine-readable format, provided that the personal data were obtained on the basis of the Data Subject’s consent or on the basis of a contract and their processing is carried out by automated means.

22. The Data Subject has the right to object at any time to the processing of their personal data on grounds relating to their particular situation.

23. The Data Subject may object to the processing of their personal data on the basis of:

a) the legal title of performing tasks carried out in the public interest or in the exercise of official authority, or on the legal title of the Controller’s legitimate interest,

b) the processing of personal data for direct marketing purposes,

c) processing for the purposes of scientific or historical research or for statistical purposes.

24. If the Data Subject objects to the processing of personal data for direct marketing purposes pursuant to paragraph 23(b) of this Article, the Controller may no longer process those personal data.

25. The Controller shall assess a received objection within a reasonable time. The Controller may no longer process the personal data unless the Controller demonstrates compelling legitimate grounds for the processing that override the rights or interests of the Data Subject, or grounds for the establishment, exercise, or defence of a legal claim.

26. The Data Subject has the right not to be subject to automated individual decision-making, including profiling, where the Controller processes personal data by profiling or by a similar method based on automated individual decision-making.

27. The Data Subject has the right to withdraw their consent to the processing of personal data at any time, where the processing of personal data was based on that legal ground.

28. The Data Subject may withdraw consent by contacting the responsible person or the Controller with their request by any chosen means.

29. The lawfulness of processing of personal data on the basis of consent granted is not affected by the withdrawal of that consent.

30. The Data Subject has the right to lodge a proposal to initiate proceedings with the Úrad na ochranu osobných údajov Slovenskej republiky (Slovak Data Protection Authority) if the Data Subject considers that their rights in the area of personal data protection have been violated.

31. The Data Subject may address their comments and requests relating to the processing of personal data to the designated responsible person of the Controller.

32. By concluding the contract, the Buyer confirms that the Buyer has familiarised itself with this information, that the Buyer has also informed the contact employees or other contact persons whose personal data the Buyer provided to the Controller of this processing and of the available information on the processing of personal data within the Controller’s conditions, and that the Buyer has fulfilled its information obligation towards those persons to the extent required by generally binding legal regulations in the area of personal data protection.

33. The supervisory authority is:

Úrad na ochranu osobných údajov

Slovenskej republiky

Budova Park one

Námestie 1.mája 18

811 06 Bratislava

Slovenská republika

IČO: 36 064 220

HYPERLINK "https://dataprotection.gov.sk/sk/kontakt/"https://dataprotection.gov.sk/sk/kontakt/

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

  1. In accordance with Council Regulation (EU) No 2023/427 of 25 February 2023 amending Council Regulation (EU) No 833/2014 concerning restrictive measures in view of Russia’s actions destabilising the situation in Ukraine, the Buyer is obliged not to export, facilitate, or otherwise redirect the delivered goods or technologies to the Russian Federation or for use in the Russian Federation, insofar as the goods or technologies in question are subject to the restrictions imposed by that Regulation. The Buyer is obliged to ensure that this prohibition is contractually imposed and agreed in each further sale, transfer, or other disposal of such goods or technologies. In the event of a breach of this obligation, the Buyer is obliged to notify the Seller without delay; such a breach shall be considered a material breach of contract and entitles the Seller to immediate withdrawal from the contract. The Seller’s right to claim damages remains unaffected.

  2. In accordance with Council Regulation (EU) No 2024/1865 of 29 June 2024 amending Regulation (EC) No 765/2006 concerning restrictive measures in view of the situation in Belarus and the involvement of Belarus in the Russian aggression against Ukraine, the Buyer is obliged not to export, facilitate, or otherwise redirect the delivered goods or technologies to the Republic of Belarus or for use in the Republic of Belarus, insofar as the goods or technologies in question are subject to the restrictions imposed by that Regulation. The Buyer is obliged to ensure that this prohibition is contractually imposed and agreed in each further sale, transfer, or other disposal of such goods or technologies. In the event of a breach of this obligation, the Buyer is obliged to notify the Seller without delay; such a breach shall be considered a material breach of contract and entitles the Seller to immediate withdrawal from the contract. The Seller’s right to claim damages remains unaffected.

3. In the event of a breach of the Buyer’s obligations under Article VI, paragraph 1 of these GTC, the Seller is entitled to a contractual penalty of 10% of the price (inclusive of VAT) of the subject matter of the contract to which the breach relates.

4. In the event of a breach of the Buyer’s obligations under Article VI, paragraph 2 of these GTC, the Seller is entitled to a contractual penalty of 10% of the price (inclusive of VAT) of the subject matter of the contract to which the breach relates.

Article VII.

Final Provisions

1. The Buyer is not entitled to set off against the Seller any mutual claim that would otherwise be eligible for set-off, unless the Parties agree otherwise in writing.

2. Any arrangements deviating from these GTC are binding on the Seller only if confirmed in writing by persons authorised to act on behalf of the Seller.

3. The mutual relations between the Seller and the Buyer are governed by the provisions of zákon č. 513/1991 Zb. Obchodného zákonníka (Slovak Commercial Code) as in force and the generally binding legal regulations of the Slovak Republic, including in the event that:

a) the Buyer’s registered office/place of business is outside the Slovak Republic but within the European Union, and the Seller and the Buyer have agreed, in accordance with the provisions of Section 7 of Council Regulation (EC) No 44/2001 of 22 December 2000 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters as amended (Brussels I), on the jurisdiction of a Slovak court to resolve disputes arising from this contract,

b) the Buyer’s registered office/place of business is outside the territory of the Slovak Republic and outside the European Union, and the Seller and the Buyer have agreed, in accordance with the provisions of § 37e of zákon č. 97/1963 Zb. o medzinárodnom práve súkromnom a procesnom (Slovak Act on Private International Law and Procedure) as in force, on the jurisdiction of a Slovak court to resolve disputes arising from this contract.

4. An integral part of these GTC is the Cookie Usage Policy.

  1. These GTC enter into force on 01.05.2026 and replace in their entirety any previous general conditions issued by the Seller. These GTC are published on the Seller’s website from the date of their promulgation by the Seller and take effect on that date.

In Žilina, on 01.05.2026