General Business Terms and Conditions of MTS, spol. s r.o. – industrial production lines.
Article I.
General Provisions
1.1. Under the condition under section 1.2, these General Business Terms and Conditions of MTS, spol. s r.o. – industrial production lines (hereinafter only referred to as “the GBTC”) apply to all contracts (hereinafter only referred to as “the Contract”) in which MTS, spol. s r.o. (hereinafter only referred to as “the Contractor”) undertakes to perform works on behalf of its customer (hereinafter only referred to as “the Customer”). The Works mean production of various types of industrial production lines (hereinafter only referred to as “the Equipment”).
1.2 These GBTC only apply to those Contracts in which these GBTC are explicitly referenced. The content of the Contract is always determined based on the quotation produced by the Contractor and accepted by the Customer.
Article II.
Completion of the Works
2.1 Unless the Parties agree otherwise, the Works are deemed completed at the moment when the Equipment is installed by the Contractor in the intended place. Unless the Parties agree otherwise, the transportation to the intended place is ensured by the Contractor.
2.2 The date of taxable transaction is the day on which the Customer takes over the Equipment and on which the takeover protocol for the Equipment is signed in the agreed intended place.
2.3 The risk of damage to the Equipment passes on to the Customer:
a) in the case when the transportation of the Equipment to the Customer is ensured by the Contractor on the day on which the vehicle with the Equipment is brought to the agreed intended place; and
b) in the case when the transportation of the Equipment to the Customer is ensured by the Customer himself, when the Equipment is ready to be loaded onto the vehicle of the Customer at the establishment of the Contractor.
2.4 The Equipment is a unique equipment produced in strict compliance with the requirements of the Customer and corresponds with the Customer’s specific needs. For this reason, the Equipment may be pre-accepted at the Contractor prior to its completion. In the course of such pre-acceptance, the Customer has the opportunity to inspect the performance of the Works and propose potential modifications to the Equipment on the fly. If the Parties agree on pre-acceptance of the Equipment, such pre-acceptance shall at all times occur at the Contractor. The Customer is obliged to ensure the presence of a sufficient number of members of the Customer’s staff required for pre-acceptance of the Equipment. For such pre-acceptance, the Customer is obliged to ensure at the time and in the amount determined by the Contractor samples of all components and materials which the Equipment is supposed to process (to enable real testing of functionality of the Equipment).
2.5 Ownership title to the Equipment passes on the Customer only at the moment when the price for the Works is paid in full.
2.6 The Contractor may ask the Customer for a written confirmation of completion of a particular agreed stage of implementation of the Works (including, but not limited to a protocol on pre-acceptance, takeover protocol upon installation of the Equipment and so on). The form of such confirmation is determined by the Contractor.
Article III.
Price of Works
3.1 The price of Works shall cover the costs incurred in order to meet all the obligations of the Contractor set out in the Contract. Thus, when for example the Contractor is obliged to ensure the transportation of the Equipment to the intended place, the price also covers the costs for its packaging and for such transportation. However, any customs duties and other costs which must be incurred in direct connection with the transport of the Equipment across the border of an area of customs control are always borne by the Customer.
3. 2 Unless agreed otherwise, the period for payment of the price for the Works is 30 days from the taxable transaction in terms of section 2.2.
3.3 A value added tax shall be added to the price for the Works.
Article IV.
Customer’s Assistance
4.1 In addition to the obligations explicitly agreed in the Contract, the Customer is obliged to provide the Contractor with any other assistance necessary for performance of the Works. If the Customer fails to provide the Contractor with such necessary assistance within 15 days from a written request of the Contractor, the Contractor may withdraw from this Contract. This is without prejudice to the right of the Customer to withdraw from the Contract in other cases defined by law.
4.2 If the Contractor withdraws from the Contract, the Customer is obliged to pay the Contractor a contractual penalty amounting to 100% of the price for the Works (a price without the value added tax). With the Contractor’s consent, it is also possible to agree otherwise in case the Contractor did not incur all costs for performance of the Works as considered in the Contract, in particular if the Customer withdraws from the Contract before completion of the Works. For the avoidance of doubt, the Parties declare that each Party considers the contractual penalty in the specified amount to be fair and in agreement with good morals and the principle of fair trade. As an explanation, the Parties declare that the Equipment is a unique equipment produced in strict compliance with the requirements of the Customer and corresponds with the Customer’s specific needs. Therefore, no further sale of the Equipment to a third person or any other use of the Equipment is possible. However, if the Contractor withdraws from the Contract, after payment of the contractual penalty the Customer may request release of that part of the Equipment which was completed until such withdrawal; any costs associated therewith are borne solely by the Customer.
4.3 Periods for completion of the Works and any other periods which the Contractor is obliged to observe in the course of performance of the Works shall not run during the time when the Customer is in delay with provision of assistance which the Customer is obliged to provide to the Contractor.
Article V.
Liability for Defects
5.1 The Contractor is liable for defects present in the Equipment at the time of performance of the Works and for defects that are manifested in the Equipment during the warranty period (if agreed). Unless specified otherwise in the quotation, the warranty period for the Equipment is 12 months.
5.2 The Customer is obliged to notify the Contractor of any defects in writing, with exact specification of the scope and nature of the defect. Any claims of the Customer arising from defects shall cease to exist if the Customer fails to inform of the defect in a prescribed manner within ten days from the day on which the Customer was able to learn of the defect provided he had proceeded with professional care. If a defect is reported during working hours from 7:00 a.m. to 5.00 p.m. in the warranty period, we guarantee that handling of the claim will start within 24 hours on the next business day.
5.3 The method of and period for settlement of claims from defects shall be determined by the Contractor in a manner ensuring compliance of such settlement with the principle of fair trade, taking into account the nature of the defect.
Article VI.
Intellectual Property
6.1 All intellectual property rights to the Equipment, including its software tools, plans, drawings, manufacturing processes and other assets that are part of the Equipment and are capable of being subject to the intellectual property rights (hereinafter jointly referred to as “the Equipment-Related Intellectual Property”) belong to the Customer.
6.2 The Customer is entitled to use Equipment-Related Intellectual Property only to the extent inevitable for proper use of the Equipment. For the avoidance of doubt, the Parties explicitly state that the Customer may not produce replications of the Equipment or any of its parts, produce copies of its software tools, plans and drawings and disclose the Equipment, any of its parts, its software tools, plans and drawings to a third person.
Article VII.
Final Provisions
7.1 The provisions of the Contract and these GBTC prevail over any other provisions of similar general business terms and conditions of the Customer. Arrangements of the Parties in the quotation pursuant to section 1.2 prevail over these GBTC.
7.2 The Party which as a result of such Party’s breach of obligations causes damage to the other Party is obliged to fully compensate the other Party for such damage, even if the observance of a violated obligation is ensured by a contractual penalty.
7.3 In addition to cases explicitly defined by law, the withdrawal from this Contract does not pertain to the provisions on contractual penalties, protection of confidential information and Equipment-Related Intellectual Property.
7.4 The Parties agree that the content of the Agreement, as well as all information the Parties exchanged when concluding and performing the Contract, is confidential.
7.5 Legal relations of the Parties are governed by the laws of the Slovak Republic, except for their conflict of law provisions.
7.6 Any disputes between the Parties shall be resolved by the courts of the Slovak Republic.