of Filter Technik Slovakia, s.r.o. for the supply of goods and provision of services to businesses<\/p>\n\n\n\n
Effective from 1 November 2026<\/p>\n\n\n\n
1.1<\/strong> These General Terms and Conditions (the \u201cGTC\u201d<\/strong>) are issued by Filter Technik Slovakia, s.r.o.<\/strong>, with its registered office at \u0160trkov\u00e1 578\/4, 010 09 \u017dilina, Slovak Republic, Company ID No.: 36 589 063, Tax ID No.: 2021946223, VAT ID No.: SK2021946223, registered in the Commercial Register of the District Court \u017dilina, Section Sro, File No. 17497\/L (the \u201cSupplier\u201d<\/strong>), pursuant to Section 273(1) of Act No. 513\/1991 Coll., the Commercial Code, as amended (the \u201cCommercial Code\u201d<\/strong>).<\/p>\n\n\n\n 1.2<\/strong> The GTC govern the rights and obligations of the Supplier and its customers in connection with the sale of filtration elements, filtration equipment, spare parts and other goods; the manufacture of goods to customer requirements; the provision of servicing, assembly, diagnostic, analytical, consultancy, training and development services; equipment rental; and waste oil recovery.<\/p>\n\n\n\n 1.3<\/strong> The GTC apply exclusively to contractual relationships between the Supplier and businesses that relate to their business activities (Section 261(1) of the Commercial Code), including customers with a registered office or place of business outside the Slovak Republic. The GTC do not apply to contracts concluded with consumers within the meaning of Section 52(4) of Act No. 40\/1964 Coll., the Civil Code, as amended (the \u201cCivil Code\u201d<\/strong>). The Supplier does not offer goods or services to consumers. If it nevertheless concludes a contract with a consumer, that contract shall be governed by the Civil Code and Act No. 108\/2024 Coll. on Consumer Protection, and these GTC shall not apply to it.<\/p>\n\n\n\n 1.4<\/strong> For the purposes of the GTC:<\/p>\n\n\n\n 1.5<\/strong> Any provisions of the Contract that differ from the GTC shall prevail over the GTC (Section 273(2) of the Commercial Code). If the documents forming the Contract conflict, the following order of precedence shall apply: the framework agreement or other written contract signed by both parties, the Order Confirmation, the Quotation, and the GTC. The Supplier\u2019s technical documentation and catalogues are binding only to the extent expressly referred to in the Quotation or Order Confirmation.<\/p>\n\n\n\n 1.6<\/strong> The Customer\u2019s general purchasing terms or other terms and conditions shall not apply to the Contract, even if the Supplier has not expressly objected to them, unless the Supplier has accepted them in writing by the signature of an authorised person. Acceptance of an Order, delivery of Goods or provision of a Service does not constitute acceptance of the Customer\u2019s terms.<\/p>\n\n\n\n 1.7<\/strong> Article headings are for reference only. Terms in the singular include the plural and vice versa.<\/p>\n\n\n\n 2.1<\/strong> Information about Goods and Services on the Supplier\u2019s website and in catalogues, price lists, brochures and other promotional materials is provided for information only, does not constitute an offer to conclude a contract (Section 43a(1) of the Civil Code), and is not binding on the Supplier. Technical data, illustrations, dimensions and weights are indicative unless expressly designated as binding in the Quotation or Order Confirmation. Samples and prototypes are intended to allow an assessment of basic characteristics; the Goods supplied shall correspond to them to the extent specified in the agreed specification.<\/p>\n\n\n\n 2.2<\/strong> A Quotation is valid for the period stated in it or, if no period is stated, for 30 days from its date of issue. Prices and delivery periods in the Quotation are subject to stock availability and the manufacturers\u2019 pricing conditions at the time the Quotation is issued. If the Goods are not in stock when the Order is received, the Supplier may propose a change to the price, delivery period or minimum order quantity before issuing the Order Confirmation. In that case, the Contract shall be concluded only after the Customer has agreed to the change in writing. The Supplier reserves the right to withdraw the Quotation at any time before receiving the Order.<\/p>\n\n\n\n 2.3<\/strong> An Order must include the Customer\u2019s identification details (business name, registered office, Company ID No. and VAT ID No.), the Quotation number, the description and quantity of Goods or scope of Services, the place of delivery or performance, the required date, and a contact person. The Customer must send the Order to the email address stated in the Quotation or, if none is stated, to info@filtertechnik.sk<\/a>. The Order is binding on the Customer for 10 Business Days from receipt by the Supplier, during which time the Supplier may accept it.<\/p>\n\n\n\n 2.4<\/strong> The Contract is concluded when the Customer receives the Order Confirmation. The Supplier may, but is not obliged to, accept an Order. Neither the Quotation nor the Order alone creates a Contract. A Contract is also concluded without an Order Confirmation if the Supplier begins to perform the Order, in particular by delivering Goods or commencing a Service, or if the Customer pays a pro forma invoice issued on the basis of the Order (Section 275(4) of the Commercial Code). In that case, the Contract shall be governed by the Order to the extent that it corresponds to the Quotation, by the Quotation and by the GTC.<\/p>\n\n\n\n 2.5<\/strong> If the Order Confirmation differs from the Order, it shall constitute a new offer by the Supplier (Section 44(2) of the Civil Code). The Customer accepts this offer by written confirmation, payment of an advance or the price, taking delivery of the Goods, or other conduct from which its agreement may be inferred (Section 43c(1) of the Civil Code). If the Customer does not reject the differences in writing within 3 Business Days of receiving the Order Confirmation, the Supplier may perform in accordance with the Order Confirmation, and the Customer may not reject that performance on the grounds of those differences. An Order referring to the Customer\u2019s terms and conditions is accepted only as regards the type, quantity, price and date of performance; in all other respects, the GTC shall apply (clause 1.6).<\/p>\n\n\n\n 2.6<\/strong> Amendments and additions to a concluded Contract must be made in writing and take effect only upon the Supplier\u2019s written confirmation. The Supplier may make a change conditional on an adjustment to the price, delivery period and other terms according to the scope of the change (Section 549 of the Commercial Code shall apply as appropriate).<\/p>\n\n\n\n 2.7<\/strong> If the Supplier and the Customer have concluded a framework agreement or consignment stock agreement, individual Contracts shall be concluded in the manner agreed in that agreement. The GTC shall apply to matters not covered by the framework agreement.<\/p>\n\n\n\n 2.8<\/strong> The Customer is responsible for the accuracy and completeness of the information, drawings, samples, technical data sheets and operating data it provides to the Supplier, and for their suitability for the purpose for which it requires the Goods or Service. The Supplier is not obliged to verify this information, but shall notify the Customer of any unsuitable documentation or instructions it identifies when exercising professional care (Section 551(1) of the Commercial Code).<\/p>\n\n\n\n 3.1<\/strong> Prices are stated in euros, exclusive of value added tax (VAT). VAT shall be added at the rate applicable under the legislation in force on the date the tax liability arises. The Supplier invoices exclusively in euros.<\/p>\n\n\n\n 3.2<\/strong> Unless otherwise stated in the Quotation, the price of Goods does not include packaging beyond standard commercial packaging, transport, transport insurance, customs duties, import taxes and charges, assembly, commissioning or operator training. The Supplier shall charge for these items separately in accordance with the Quotation or on the basis of costs actually incurred.<\/p>\n\n\n\n 3.3<\/strong> The Supplier may require an advance payment of up to 100% of the price, in particular for the Customer\u2019s first Order, Custom Goods, high-value Goods, deliveries outside the European Union, previous late payment by the Customer, or where there are reasonable doubts about the Customer\u2019s solvency. The Supplier shall request the advance by means of an advance payment invoice (pro forma invoice). The delivery period shall not begin until the advance has been credited to the Supplier\u2019s account.<\/p>\n\n\n\n 3.4<\/strong> Invoices are payable within 30 days of their date of issue, unless otherwise specified in the Quotation, Order Confirmation or framework agreement. The Supplier shall issue an invoice after delivery of the Goods, handover of the Work or provision of the Service. For partial deliveries or Services extending over a longer period, the Supplier may invoice partial performance. Invoices shall be delivered electronically in PDF format to the Customer\u2019s email address, to which the Customer agrees (Section 71(1)(b) of Act No. 222\/2004 Coll. on Value Added Tax). The Customer must raise any objections to an invoice in writing within 10 days of receiving it. Objections shall not defer the due date of the undisputed portion.<\/p>\n\n\n\n 3.5<\/strong> Payment is deemed to have been made on the date the full amount is credited to the Supplier\u2019s account stated on the invoice. The Customer shall bear bank fees and payment transaction costs. For payments from abroad, the \u201cOUR\u201d or \u201cSHA\u201d charge code shall be used in a manner that ensures the Supplier receives the full invoiced amount.<\/p>\n\n\n\n 3.6<\/strong> If the Customer is late in paying a monetary obligation, the Supplier shall be entitled to:<\/p>\n\n\n\n 3.7<\/strong> The Customer may not unilaterally set off its claims against the Supplier\u2019s claims or withhold payment or any part of it on the grounds of defect claims or other claims, unless the Supplier has acknowledged those claims in writing or they have been awarded by a final and binding decision. Assignment of the Customer\u2019s claims against the Supplier to a third party requires the Supplier\u2019s written consent.<\/p>\n\n\n\n 3.8<\/strong> The Customer\u2019s payments shall be applied first to recovery costs, then to late payment interest and finally to principal, starting with the oldest due receivable, unless the Customer specifies otherwise when making payment and the Supplier does not dispute that allocation.<\/p>\n\n\n\n 3.9<\/strong> If, after the Contract is concluded, circumstances beyond the Supplier\u2019s control (changes in manufacturers\u2019 purchase prices, customs duties, taxes, sanctions or transport costs) increase the Supplier\u2019s performance costs by more than 5%, the Supplier may propose a reasonable adjustment to the price of Goods not yet delivered. If the Customer does not accept the adjustment in writing within 5 Business Days of receiving the proposal, the Supplier may withdraw from the Contract to the extent of the undelivered Goods. Such withdrawal shall not constitute a breach of Contract, and the Supplier shall refund the advance paid for the undelivered Goods.<\/p>\n\n\n\n 4.1<\/strong> Delivery terms shall be governed by Incoterms 2020. Unless the Quotation or Order Confirmation specifies a different term:<\/p>\n\n\n\n 4.2<\/strong> A reference to \u201cDDU\u201d or any other Incoterms term not included in Incoterms 2020 shall be interpreted as a reference to DAP under Incoterms 2020.<\/p>\n\n\n\n 4.3<\/strong> Depending on the Quotation, the Supplier may arrange transport and charge the Customer separately, include transport in the price, or the Customer shall arrange collection or its own carrier. Where the Supplier arranges transport, it shall select the carrier and method of transport at its discretion, taking account of the nature of the Goods. Transport insurance shall be arranged only at the Customer\u2019s request and expense. The Supplier shall handle export customs formalities. The Customer shall handle and bear the costs of import customs formalities, permits, duties and taxes in the country of destination, unless the agreed Incoterms 2020 term provides otherwise. The Supplier shall provide a delivery note and the documents required for use of the Goods (instructions, a declaration of conformity or another document where required by legislation), generally in Slovak or English.<\/p>\n\n\n\n 4.4<\/strong> The risk of loss of or damage to the Goods passes to the Customer upon delivery under the applicable Incoterms 2020 term, in particular:<\/p>\n\n\n\n 4.5<\/strong> The delivery period stated in the Quotation or Order Confirmation is estimated and indicative unless the Supplier has expressly designated it as fixed and binding in writing. The delivery period begins on the date the Contract is concluded, but not before the Customer has paid the agreed advance, approved the specification of Custom Goods, and provided all documentation, permits and cooperation required for performance. The delivery period is met if, on its final day, the Supplier has delivered the Goods in accordance with clause 4.4 or, under FCA and EXW, has notified the Customer that the Goods are ready for loading or collection.<\/p>\n\n\n\n 4.6<\/strong> The Supplier shall not be liable for delay caused by a manufacturer, subcontractor or carrier; material shortages; action by a public authority; customs proceedings; the granting of export or import permits; sanctions; or other circumstances beyond its control despite the exercise of professional care. The Supplier shall notify the Customer without undue delay of any actual or anticipated delay. The delivery period shall be extended as appropriate for the duration of the impediment, and such extension shall not constitute a breach of Contract. If delay for these reasons exceeds 12 weeks, either party may withdraw from the Contract to the extent of the undelivered Goods. In that case, the Supplier shall refund the advance paid for the undelivered Goods.<\/p>\n\n\n\n 4.7<\/strong> The Supplier may make partial deliveries and invoice them separately, provided that a single complete delivery has not been expressly agreed and partial deliveries do not cause the Customer unreasonable costs. Following prior notice, the Supplier may also deliver before the agreed date if this does not cause the Customer unreasonable difficulties; the Customer must accept such Goods.<\/p>\n\n\n\n 4.8<\/strong> Goods supplied in packages or production batches are subject to the minimum order quantities and packaging multiples stated in the Quotation. For Custom Goods manufactured in series, the Supplier may deliver a quantity differing from the quantity ordered by up to 15% and invoice the quantity actually delivered.<\/p>\n\n\n\n 4.9<\/strong> If the Customer fails to take delivery at the agreed time or to provide the cooperation required for delivery (by failing to identify a carrier, provide a vehicle, permit unloading or supply import documents), it shall be in creditor\u2019s default (Section 370 of the Commercial Code). In that case, the Supplier may store the Goods at the Customer\u2019s cost and risk and charge a storage fee of 0.05% of the price of the uncollected Goods excluding VAT for each day or part of a day, subject to a minimum of EUR 10 per day, as well as the costs of unsuccessful transport, repeat transport and handling. The risk of loss of or damage to the Goods passes to the Customer on the day the Supplier makes the Goods available to it. If the Customer fails to take delivery within an additional period of 14 days following the Supplier\u2019s request, the Supplier may withdraw from the Contract, sell the Goods to another party or dispose of them, and claim damages, including any price difference and costs incurred. Any advance paid shall be applied towards these claims.<\/p>\n\n\n\n 4.10<\/strong> On taking delivery, the Customer must check the integrity of the packaging and the number of packages, record any visible damage to or shortage in the shipment on the carrier\u2019s transport document, and notify the Supplier in writing immediately. Otherwise, the shipment shall be presumed to have been delivered intact.<\/p>\n\n\n\n 4.11<\/strong> Packaging, pallets and transport equipment designated as returnable remain the Supplier\u2019s property and must be returned by the Customer at its own expense within 30 days of delivery. Otherwise, the Supplier shall invoice them at their acquisition cost. The Supplier fulfils its obligations as a packaging producer under the applicable legislation through a producer responsibility organisation.<\/p>\n\n\n\n 4.12<\/strong> If the Goods are supplied to another European Union Member State or exported outside the European Union and the Customer arranges transport, the Customer must, within 10 days of taking delivery, provide the Supplier with documents proving transport to the destination (in particular a confirmed transport document or written confirmation of receipt in another Member State, or a customs declaration for exports) that the Supplier requires to claim exemption from VAT (Sections 43 and 47 of Act No. 222\/2004 Coll.). If the Customer fails to provide these documents, the Supplier may charge VAT in accordance with Slovak legislation, and the Customer must pay it. A Customer from another Member State must provide the Supplier with its valid VAT identification number.<\/p>\n\n\n\n 5.1<\/strong> The Supplier manufactures Custom Goods in accordance with the specification approved by the Customer. The specification may consist of a drawing, technical data sheet, sample, operating parameters (fluid, temperature, pressure, flow rate, required filtration rating and capacity), or another description confirmed by the Customer in writing. If the Supplier submits a design, drawing, sample or prototype to the Customer for approval, production shall begin only after the Customer has approved it in writing and paid the agreed advance. The delivery period begins once both conditions have been met.<\/p>\n\n\n\n 5.2<\/strong> The Customer is responsible for ensuring that the approved specification meets its requirements, operating conditions, and the legislation and technical standards applicable at the place where the Goods will be used, and that use of the specifications, drawings, brands or samples provided by the Customer does not infringe third-party rights. The Customer shall indemnify the Supplier against all third-party claims arising on these grounds.<\/p>\n\n\n\n 5.3<\/strong> The Supplier is responsible for ensuring that Custom Goods conform to the approved specification. Characteristics not stated in the specification shall meet the Supplier\u2019s usual standard. The Supplier is not responsible for the suitability of Custom Goods for a purpose that the Customer has not disclosed to it in writing, or for defects caused by items or documentation supplied by the Customer (Sections 423 and 561 of the Commercial Code). Variations in dimensions, weight, colour, surface finish and workmanship within normal manufacturing tolerances and the technical standards stated in the specification or manufacturer\u2019s documentation do not constitute defects.<\/p>\n\n\n\n 5.4<\/strong> The Customer may not unilaterally cancel or reduce a confirmed Order for Custom Goods. Cancellation or amendment is possible only by written agreement with the Supplier. If the Supplier agrees to cancellation, the Customer shall reimburse all costs incurred by the Supplier in connection with the Order, in particular the cost of materials and Goods ordered and purchased, the value of work in progress or completed production, transport and storage costs, the Supplier\u2019s obligations towards manufacturers and subcontractors, and other demonstrably incurred costs, subject to a minimum equal to the advance paid, which shall be applied towards these costs. The same procedure shall apply if the Supplier withdraws from the Contract for reasons attributable to the Customer. An Order for standard (stock) Goods may be cancelled only with the Supplier\u2019s written consent. The Supplier may make its consent conditional on payment of a cancellation fee of 15% of the price of the cancelled Goods and reimbursement of costs already incurred in connection with the Order.<\/p>\n\n\n\n 5.5<\/strong> Custom Goods, modified Goods and Goods specially ordered from a manufacturer may not be returned or exchanged unless they have a defect for which the Supplier is responsible. The Supplier may accept other Goods for return only under a written agreement, unused and in their original undamaged packaging, and subject to the terms of the return agreement (generally with a deduction for handling and transport costs).<\/p>\n\n\n\n 5.6<\/strong> Changes to the specification or quantity after conclusion of the Contract shall be governed by clause 2.6. The Supplier is not obliged to accept a change if production has already started or materials have been ordered. If it accepts a change, the Customer shall pay the costs arising from it and the appropriately adjusted price.<\/p>\n\n\n\n 5.7<\/strong> Where the supply of Custom Goods is subject to the provisions governing contracts for work (Section 410 of the Commercial Code), the provisions of these GTC relating to Goods shall apply as appropriate, together with Section 536 et seq. of the Commercial Code.<\/p>\n\n\n\n 6.1<\/strong> Title to the Goods passes to the Customer only upon full payment of the price of the Goods, including VAT, transport costs and any ancillary amounts relating to the receivable (Section 445 of the Commercial Code). The risk of loss of or damage to the Goods passes to the Customer in accordance with Article IV, irrespective of the retention of title.<\/p>\n\n\n\n 6.2<\/strong> Until payment in full, the Customer may not pledge the Goods, allow a third party to use them or otherwise encumber them. It must protect the Goods against damage, loss and interference by third parties and, at the Supplier\u2019s request, mark them as the Supplier\u2019s property. The Customer may resell the Goods or incorporate them into its products in the ordinary course of business. In that case, it hereby assigns to the Supplier its receivable against its customer up to the unpaid price, and the Supplier accepts that assignment.<\/p>\n\n\n\n 6.3<\/strong> If the Customer is late in making payment, or a petition for bankruptcy, restructuring or similar proceedings has been filed in respect of its assets, the Supplier may demand the return of Goods subject to retention of title. The Customer must return the Goods on request and allow the Supplier access to the premises where they are located. Return of the Goods does not constitute withdrawal from the Contract unless the Supplier expressly states otherwise.<\/p>\n\n\n\n 7.1<\/strong> The Customer must inspect the Goods or arrange for their inspection without undue delay after the risk of loss or damage has passed, and no later than 3 Business Days after taking delivery. The inspection must cover the type, quantity, completeness, accessories, documentation and any visible damage to the Goods (Section 427 of the Commercial Code).<\/p>\n\n\n\n 7.2<\/strong> The Customer must notify the Supplier in writing of apparent defects, shortages, incomplete deliveries or delivery of different Goods no later than 3 Business Days after taking delivery, and provide appropriate supporting documentation. Defects that could not have been identified during a proper incoming inspection (latent defects) must be notified without undue delay after the Customer discovers them or should have discovered them when exercising professional care, and no later than the expiry of the warranty period. Rights arising from defects that the Customer has not notified in time cannot be awarded in court proceedings (Section 428 of the Commercial Code). The Supplier reserves the right to raise this defence.<\/p>\n\n\n\n 7.3<\/strong> A notice of defects (claim) must include the Order or invoice number; identification of the Goods, including any serial or batch number; a precise description of the defect and its symptoms; the operating conditions in which it occurred (fluid, temperature, pressure, flow rate, differential pressure and operating time); photographs or video; measurement results; and other available evidence. The Customer shall send the claim to info@filtertechnik.sk<\/a> or to the sales representative identified in the Quotation.<\/p>\n\n\n\n 7.4<\/strong> Without the Supplier\u2019s written consent, the Customer may not repair, dismantle, modify or dispose of the Goods subject to a claim, or continue using them in a manner that could worsen the defect. The Customer must allow the Supplier to inspect the Goods at the place of use or, on request, send them to the Supplier for diagnosis. The Supplier is not obliged to accept Goods sent without prior agreement.<\/p>\n\n\n\n 7.5<\/strong> The Supplier provides a quality warranty for the Goods (Section 429 of the Commercial Code) for 24 months<\/strong> from delivery, unless a different warranty period is specified in the Quotation, Order Confirmation, warranty certificate or manufacturer\u2019s documentation. For Goods made by third-party manufacturers, the Supplier may specify in the Quotation that the warranty is provided within the scope and on the terms of the manufacturer\u2019s warranty. The Supplier provides a warranty for Work and Services for 6 months<\/strong> from handover, unless otherwise stated in the Quotation. The warranty period begins on the date of delivery (Section 430 of the Commercial Code) or, if the Goods are dispatched, on the date they arrive at the destination.<\/p>\n\n\n\n 7.6<\/strong> In particular, the quality warranty does not cover:<\/p>\n\n\n\n 7.7<\/strong> Depending on the nature of the defect and at its own discretion, the Supplier shall resolve a valid claim by repairing the Goods, supplying replacement Goods, supplying the missing quantity, granting a reasonable price reduction or issuing a credit note. The parties agree that delivery of defective Goods constitutes a non-material breach of Contract (Section 345(2) of the Commercial Code) if the Supplier remedies the defects within a reasonable additional period, which shall be no shorter than 30 days from acceptance of the claim, or 60 days for Custom Goods and Goods made by third-party manufacturers. If the Supplier fails to remedy the defects within that period, the Customer shall have the rights set out in Section 437(5) of the Commercial Code.<\/p>\n\n\n\n 7.8<\/strong> Replaced parts and Goods replaced by replacement Goods become the Supplier\u2019s property. The Customer shall bear the costs of transporting Goods subject to a claim to the Supplier. If the claim is valid, the Supplier shall reimburse those costs at the customary rate and bear the costs of return transport. The warranty period is suspended for the time during which the Customer cannot use the Goods because of a defect for which the Supplier is responsible (Section 430 of the Commercial Code); otherwise, repair or replacement does not extend the warranty period. A new warranty period of the duration specified in clause 7.5 shall apply to a replaced part, but shall expire no later than 36 months after the original delivery.<\/p>\n\n\n\n 7.9<\/strong> If a claim proves to be unfounded (the defect is not confirmed or the Supplier is not responsible for it), the Customer must reimburse the Supplier for reasonably incurred costs of diagnosis, testing, a technician\u2019s visit, transport and time spent assessing the claim, in accordance with the Price List or actual costs.<\/p>\n\n\n\n 7.10<\/strong> Defect claims do not affect the Customer\u2019s obligation to pay the price. The Customer may not withhold payment, as provided in clause 3.7. This Article shall also apply as appropriate to defects in Work and Services (Sections 560 to 565 of the Commercial Code).<\/p>\n\n\n\n 8.1<\/strong> The Supplier shall provide Services within the scope stated in the Quotation or Order Confirmation. Work, materials, spare parts, filter elements and activities not included in the Quotation shall be charged separately in accordance with the Price List or as agreed. If the Price List has not been provided to the Customer and no price has been agreed, the customary price shall apply (Section 546(1) of the Commercial Code).<\/p>\n\n\n\n 8.2<\/strong> If the exact extent of a fault, contamination or required work cannot be determined in advance, any price stated before work begins is an estimate only (Section 547(2) of the Commercial Code). The final price shall be determined on the basis of the work actually performed, materials and parts used, transport and technicians\u2019 time. If, during the Service, it becomes apparent that the estimate will be exceeded by more than 20%, the Supplier shall notify the Customer and continue only with its consent. The Customer shall pay for work and diagnosis performed up to that point.<\/p>\n\n\n\n 8.3<\/strong> For Services performed at its premises, the Customer must, in particular:<\/p>\n\n\n\n 8.4<\/strong> Downtime of the Supplier\u2019s personnel caused by the premises being unprepared or by a lack of cooperation, unsuccessful or repeat visits, waiting time, work outside Business Days or at night, transport, travel time and accommodation shall be charged separately in accordance with the Price List or actual costs.<\/p>\n\n\n\n 8.5<\/strong> On completion of a Service, the Supplier shall prepare a service, assembly or handover report for confirmation by the Customer. If, without a serious reason, the Customer fails to sign the report or attend the handover and begins using the equipment or the result of the Service, the Service shall be deemed properly provided and accepted without reservation on the date of completion (Section 554 of the Commercial Code shall apply as appropriate). Minor outstanding items that do not prevent use are not grounds for refusing acceptance.<\/p>\n\n\n\n 8.6<\/strong> Tribological diagnostics, laboratory analyses, measurements and audits shall be performed using the methods and within the scope specified in the Quotation (analysis packages). Results reflect the condition of the sample or equipment at the time of sampling or measurement. The Customer is responsible for taking a representative sample in accordance with the Supplier\u2019s instructions, labelling it and providing accurate information about its origin. The Supplier is not responsible for conclusions based on an unrepresentative, incorrectly taken or incorrectly labelled sample. The Supplier\u2019s recommendations constitute a professional assessment. The Customer remains responsible for deciding on operational measures and implementing them. Reports and assessments are intended exclusively for the Customer and for the purpose for which they were prepared. Their use in dealings with third parties (for example, when pursuing claims against an oil or equipment manufacturer) is the Customer\u2019s responsibility. The Supplier does not guarantee any specific operational outcome unless expressly agreed in writing.<\/p>\n\n\n\n 8.7<\/strong> Training and educational events shall take place on the date, at the location and within the scope specified in the Quotation. The Customer may cancel attendance free of charge by written notice no later than 2 Business Days before the agreed date. For later cancellations, the Customer shall reimburse the costs incurred by the Supplier in connection with the event and pay a cancellation fee of 50% of the agreed price. Failure to attend without cancellation shall be charged at the full price. The same cancellation terms apply to cancellation of an agreed technician\u2019s visit and ordered servicing Services. The Supplier may reschedule for serious operational reasons, in which case it shall offer the Customer an alternative date.<\/p>\n\n\n\n 8.8<\/strong> Development, testing and pilot projects are intended to test a technical solution under the conditions agreed in the Quotation. The Supplier does not guarantee any specific result, parameters or savings unless it has expressly accepted them as binding in writing. Unless otherwise stated in the Quotation, the Customer shall pay the agreed project price regardless of the outcome. Prototypes and test equipment remain the Supplier\u2019s property unless sold to the Customer.<\/p>\n\n\n\n 8.9<\/strong> All intellectual property rights in development results, designs, drawings, technical solutions, know-how, software, records, analyses and reports created by the Supplier belong to the Supplier, even if created at the Customer\u2019s initiative or with its financial contribution, unless the Contract expressly provides otherwise. On payment of the price, the Customer acquires a non-exclusive right of unlimited duration to use the supplied equipment, solution and documentation for its own operational purposes within the scope for which they were supplied. Without the Supplier\u2019s written consent, the Customer may not provide the documentation or results to a third party, use them to manufacture or procure the same or a similar solution from another supplier, or copy, modify or reverse engineer the supplied equipment.<\/p>\n\n\n\n 8.10<\/strong> The Supplier may engage a subcontractor to perform all or part of a Service and shall be responsible for the subcontractor\u2019s performance as if it had performed the Service itself (Section 538 of the Commercial Code).<\/p>\n\n\n\n 9.1<\/strong> The Supplier rents mobile filtration units, measuring instruments and other equipment (the \u201cRental Equipment\u201d<\/strong>) to the Customer for the period, rental fee and on the terms agreed in the Quotation. Section 663 et seq. and Sections 721 to 723 of the Civil Code and these GTC shall apply to the rental as appropriate.<\/p>\n\n\n\n 9.2<\/strong> The Rental Equipment shall be handed over and returned under a handover report recording its condition, accessories, operating hours meter reading and the condition of the filter elements. The Supplier shall hand over the Rental Equipment in working order and suitable for the agreed purpose, together with operating instructions. Training of the Customer\u2019s operators shall be charged in accordance with the Quotation.<\/p>\n\n\n\n 9.3<\/strong> The Customer must use the Rental Equipment exclusively for the agreed purpose and with the agreed fluid, in accordance with the operating instructions and the Supplier\u2019s instructions, and with operators trained by the Supplier. It must protect the Rental Equipment against damage, theft and excessive contamination, refrain from making changes or repairs, not make it available to third parties, and allow the Supplier to inspect it. The Customer bears the risk of loss of or damage to the Rental Equipment from receipt until return and is responsible for damage, loss or destruction, except for normal wear and tear resulting from proper use (Section 722 of the Civil Code). The Customer must notify the Supplier in writing without undue delay of any damage, loss or destruction of the Rental Equipment.<\/p>\n\n\n\n 9.4<\/strong> Consumables (filter elements, media and seals) used during the rental, cleaning of the Rental Equipment beyond routine maintenance, decontamination due to excessive contamination, repairs to damage caused by the Customer, and replacement of lost or destroyed parts shall be charged separately in accordance with the Price List or actual costs.<\/p>\n\n\n\n 9.5<\/strong> The Customer shall return the Rental Equipment on the last day of the rental in a condition consistent with the handover report, allowing for normal wear and tear. If the Customer fails to return it on time, the rental fee shall remain payable until its return (Section 723(1) of the Civil Code), together with a contractual penalty of 20% of the daily rental fee for each day of delay. In the event of loss or destruction, the rental fee shall be payable until the date the Customer reports that event, and the Customer shall reimburse the Supplier for the acquisition cost of new equipment of the same type.<\/p>\n\n\n\n 9.6<\/strong> Before handing over the Rental Equipment, the Supplier may require a security deposit in the amount stated in the Quotation. The deposit shall be returned within 14 days of the proper return of the Rental Equipment, after setting off any due receivables owed to the Supplier.<\/p>\n\n\n\n 9.7<\/strong> The Supplier may terminate the rental in writing with immediate effect and recover the Rental Equipment at the Customer\u2019s expense if the Customer is more than 14 days late in paying the rental fee, uses the Rental Equipment contrary to the Contract, or has made it available to a third party. The Customer must allow the Supplier access to the Rental Equipment.<\/p>\n\n\n\n 10.1<\/strong> The Supplier carries out waste oil recovery under operation R9 (oil re-refining or other reuse of oil under Annex 1 to Act No. 79\/2015 Coll. on Waste, as amended, the \u201cWaste Act\u201d<\/strong>) as a waste oil processor, on the basis of authorisation granted by the Ministry of Environment of the Slovak Republic (Decision No. 0263\/SPR\/A\/24-10.1) and the other authorisations and consents required by the Waste Act for waste recovery using mobile equipment. Recovery is performed using mobile equipment directly at the premises of the Customer as the waste producer or holder.<\/p>\n\n\n\n 10.2<\/strong> The waste oil remains the Customer\u2019s property and in its possession throughout the recovery process. The Supplier does not take possession of, transport or store the waste oil. As the waste holder, the Customer shall fulfil all obligations of a waste holder under Section 14 of the Waste Act, in particular correctly classifying the waste under the Waste Catalogue, keeping and retaining records of waste types, quantities and handling, reporting record data to the competent authority, and ensuring separate collection and labelling of hazardous waste. The Supplier shall maintain records and operating documentation for the mobile equipment to the extent required by the Waste Act, its authorisation and consent, and shall issue the Customer with a recovery report stating the type and quantity of waste oil processed and the inspection results.<\/p>\n\n\n\n 10.3<\/strong> Before starting recovery, the Supplier shall carry out an initial oil analysis to assess its condition, contamination and technical suitability for regeneration or purification. The Customer must provide accurate and complete information on the oil\u2019s origin, type, use, admixtures and contamination, submit waste classification documents and an analytical inspection report where required, and ensure that only waste corresponding to those documents enters the equipment. The Customer is responsible for the consequences of incorrect waste classification and inaccurate information.<\/p>\n\n\n\n 10.4<\/strong> The Supplier may refuse, suspend or terminate recovery if the initial analysis or the process reveals an unsuitable composition, unexpected contamination, mixing with other substances, or a condition in which recovery is not technically appropriate, safe, economical or consistent with the terms of the authorisation. In that case, the Customer shall pay for the initial analysis, transport and work performed.<\/p>\n\n\n\n 10.5<\/strong> After recovery, the Supplier shall carry out a final inspection (tribological analysis) and prepare a report. The Customer shall decide, on the basis of that report and at its own responsibility, whether to reuse the recovered oil for its original purpose or another technically and legally permissible purpose. The Supplier is responsible for ensuring that the result conforms to the parameters stated in the report at the time the report is prepared.<\/p>\n\n\n\n 10.6<\/strong> The Customer shall provide a suitable location for the mobile equipment, connections to energy supplies, access to the plant or equipment, and the conditions specified in clause 8.3. If recovery is carried out by the Customer\u2019s operators using rented equipment, Article IX and clauses 10.2 to 10.5 shall apply as appropriate. In that case, the Supplier is responsible for the condition of the equipment and operator training, but not for the process carried out by the Customer.<\/p>\n\n\n\n 10.7<\/strong> The recovery price shall be determined in accordance with the Quotation (by volume of oil processed, equipment operating hours or a fixed fee). Unless otherwise stated in the Quotation, it does not include disposal of processing residues (used filter elements and sludge), which remain the Customer\u2019s waste.<\/p>\n\n\n\n 11.1<\/strong> The Supplier is liable for damage caused by a breach of its obligations under the Contract pursuant to Section 373 et seq. of the Commercial Code, to the extent and on the terms set out in this Article. The provisions of this Article limit the extent of damages and do not constitute a waiver of the right to claim damages.<\/p>\n\n\n\n 11.2<\/strong> The parties agree that the damage the Supplier foresaw or could have foreseen at the time the contractual relationship arose as a possible consequence of a breach of its obligations (Section 379 of the Commercial Code) is limited to actual damage to the Goods, Work or Customer property directly affected by the Supplier\u2019s performance, up to a maximum of the price excluding VAT agreed for the Goods, Work or Service during the supply or provision of which the damage arose. Loss of profit, loss of production, plant shutdown or downtime, loss of business opportunity, contractual penalties and sanctions imposed on the Customer by third parties, the cost of substitute performance, damage to reputation, and other indirect or consequential loss do not constitute foreseeable damage and shall not be compensated by the Supplier.<\/p>\n\n\n\n 11.3<\/strong> The limitation in clause 11.2 shall not apply to damage caused intentionally or through gross negligence; death or personal injury; liability for damage caused by a defective product under Act No. 294\/1999 Coll. to the extent that it cannot be limited by contract (Section 8 of that Act); or other cases in which legislation does not permit a limitation of liability.<\/p>\n\n\n\n 11.4<\/strong> The Supplier shall not be liable for damage caused by inaccurate, incomplete or late information or documentation provided by the Customer; incorrect assembly, installation, operation, maintenance or storage; use of the Goods outside their specified parameters or with an unsuitable fluid; improper intervention by the Customer or a third party; failure by the Customer to fulfil its obligations under clauses 8.3 and 10.3; or damage whose occurrence or increase the Customer could have prevented (Sections 376 and 384 of the Commercial Code). The Customer must notify the Supplier without undue delay after discovering a defect or risk of damage and take reasonable steps to prevent or mitigate the damage, in particular shutting down the equipment where there is a risk of damage to plant or equipment.<\/p>\n\n\n\n 11.5<\/strong> The Supplier maintains liability insurance. The existence of insurance does not extend the Supplier\u2019s liability beyond the Contract and the GTC and does not give the Customer a direct claim against the insurer.<\/p>\n\n\n\n 11.6<\/strong> The Customer is liable to the Supplier for damage caused by a breach of its obligations, in particular damage to the Supplier\u2019s equipment or the Rental Equipment and injury to the Supplier\u2019s personnel caused by a failure to fulfil the obligations under clauses 8.3, 9.3 and 10.3.<\/p>\n\n\n\n 11.7<\/strong> Circumstances excluding liability (Section 374 of the Commercial Code) include, in particular, war, terrorism, civil unrest, natural disasters, fire, epidemics and quarantine measures, strikes, lockouts, action by a public authority, embargoes, sanctions and export or import restrictions, disruption of energy, raw material or transport supplies, cyberattacks, and delays or failures of the Supplier\u2019s manufacturers and subcontractors for these reasons. The affected party shall notify the other party without undue delay of the impediment, its expected duration and its consequences. Performance periods shall be extended by the duration of the impediment and a reasonable period for resuming performance. If the impediment lasts longer than 3 months, either party may withdraw from the Contract to the extent of the unperformed obligations. The Customer shall pay for Goods already delivered and Services already provided, and, for Custom Goods, the costs specified in clause 5.4.<\/p>\n\n\n\n 12.1<\/strong> Quotations, pricing documents, drawings, designs, technical solutions, specifications, records, analysis and measurement results, photographs, instructions, know-how and all information of a technical, commercial or financial nature provided by the Supplier to the Customer during Contract negotiations or performance (the \u201cConfidential Information\u201d<\/strong>) are confidential within the meaning of Section 271 of the Commercial Code and constitute the Supplier\u2019s trade secrets. The Customer may use them solely for the purpose for which they were provided and may not, without the Supplier\u2019s prior written consent, disclose them to a third party or use them to manufacture, modify or procure the same or similar Goods or solutions from a third party. The same obligation applies to the Supplier in respect of the Customer\u2019s confidential information designated as confidential.<\/p>\n\n\n\n 12.2<\/strong> The duty of confidentiality does not apply to information that is or becomes publicly known without a breach of that duty, that a party can demonstrate it knew before disclosure, that it lawfully obtained from a third party, or whose disclosure is required by law or a decision of a public authority. The duty of confidentiality continues throughout the Contract and for 5 years after it ends. For trade secrets, it continues for as long as the information remains a trade secret.<\/p>\n\n\n\n 12.3<\/strong> The Supplier\u2019s documentation and materials remain its property and shall be returned or destroyed by the Customer on request if the Contract is not concluded or has ended. Neither conclusion of the Contract nor payment of the price gives the Customer any rights in the trademarks, designs, patents, utility models, know-how or other intellectual property of the Supplier or the Goods\u2019 manufacturers, except for the right to use the supplied Goods and documentation for the agreed purpose (clause 8.9).<\/p>\n\n\n\n 12.4<\/strong> The Supplier may name the Customer as a reference in its business materials unless the Customer objects in writing. The Supplier shall use the Customer\u2019s logo or trademark only with its prior written consent. It shall not disclose the Customer\u2019s confidential information or details of the supply.<\/p>\n\n\n\n 13.1<\/strong> When concluding and performing the Contract, the Supplier, as controller, processes the Customer\u2019s personal data if the Customer is an individual entrepreneur, and the personal data of the Customer\u2019s statutory representatives, employees and contact persons (first name, surname, job title, business contact details and the content of communications), for the purposes of Contract negotiations, performance, invoicing, pursuing claims and compliance with legal obligations, on the legal bases set out in Article 6(1)(b), (c) and (f) of Regulation (EU) 2016\/679 of the European Parliament and of the Council (GDPR).<\/p>\n\n\n\n 13.2<\/strong> Detailed information on personal data processing, recipients, retention periods and data subjects\u2019 rights is provided in the document \u201cInformation on Personal Data Processing for Customers, Suppliers and Business Partners\u201d, available on the Supplier\u2019s website at https:\/\/filtertechnik.sk\/ochrana-osobnych-udajov\/partneri\/<\/a>. The Customer undertakes to bring this information to the attention of its contact persons whose personal data it provides to the Supplier.<\/p>\n\n\n\n 13.3<\/strong> If, as part of a Service, the Supplier processes personal data on behalf of the Customer (for example, the data of the Customer\u2019s employees in training attendance registers), the parties shall, at the request of either party, conclude a data processing agreement under Article 28 GDPR.<\/p>\n\n\n\n 14.1<\/strong> The Customer represents that neither it, its owners nor persons acting on its behalf are subject to sanctions imposed by the European Union, the United Nations, the Slovak Republic, the United States of America or the United Kingdom, and that the Goods and the results of Services will not be directly or indirectly supplied, exported, resold or used in breach of those sanctions, legislation on export controls and dual-use items (in particular Regulation (EU) 2021\/821 of the European Parliament and of the Council), or for military purposes or purposes relating to weapons of mass destruction.<\/p>\n\n\n\n 14.2<\/strong> If the Goods are items subject to Article 12g of Council Regulation (EU) No. 833\/2014, as amended, the Customer undertakes that the Goods will not be re-exported to the Russian Federation or for use in the Russian Federation, shall ensure that its own customers also comply with this undertaking, and shall immediately notify the Supplier of any suspected breach. A breach of this undertaking constitutes a material breach of Contract, entitling the Supplier to withdraw from the Contract and demand a contractual penalty equal to the price of the affected Goods, without prejudice to its right to damages.<\/p>\n\n\n\n 14.3<\/strong> At the Supplier\u2019s request, the Customer shall provide information about the end user and the place and purpose of use of the Goods required to assess export restrictions. The Supplier may refuse or suspend performance if it would breach sanctions or export legislation, or if a required permit has not been granted. Such refusal or delay shall not constitute a breach of Contract.<\/p>\n\n\n\n 14.4<\/strong> The parties undertake to comply with legislation against corruption and money laundering. Offering or providing any improper advantage to the other party\u2019s employees or representatives is prohibited and entitles the other party to withdraw from the Contract.<\/p>\n\n\n\n\n
Article II. Quotations, Orders and conclusion of the Contract<\/h3>\n\n\n\n
Article III. Prices and payment terms<\/h3>\n\n\n\n
\n
Article IV. Delivery of Goods, delivery terms and transfer of risk<\/h3>\n\n\n\n
\n
\n
Article V. Custom Goods, specifications, and amendment or cancellation of Orders<\/h3>\n\n\n\n
Article VI. Retention of title<\/h3>\n\n\n\n
Article VII. Inspection of deliveries, defects, quality warranty and claims<\/h3>\n\n\n\n
\n
Article VIII. Services: servicing, assembly, diagnostics, analyses, consultancy, training and development<\/h3>\n\n\n\n
\n
Article IX. Equipment rental<\/h3>\n\n\n\n
Article X. Waste oil recovery (R9 operation)<\/h3>\n\n\n\n
Article XI. Liability for damage and force majeure<\/h3>\n\n\n\n
Article XII. Confidential information and intellectual property rights<\/h3>\n\n\n\n
Article XIII. Personal data protection<\/h3>\n\n\n\n
Article XIV. Sanctions, export controls and compliance<\/h3>\n\n\n\n
Article XV. Governing law and dispute resolution<\/h3>\n\n\n\n