1. Introductory Provisions
These General Delivery Conditions of the company PIVOT+QARI spol. s r.o., having its registered office at Priemyselná 493/4, 922 31 Sokolovce, IČO: 31 416 543, registered in the Commercial Register of the District Court Trnava, Section Sro, Insert No. 2799/T (hereinafter referred to as the "GDC"), form an integral part of the quotation, purchase contract, and contract for work concluded between PIVOT+QARI spol. s r.o. (hereinafter referred to as the "Supplier") and its customer, the subject matter of which is the supply of goods, or the manufacture of a certain item, assembly, maintenance, modification, repair, or performance of another activity provided by the Supplier (hereinafter referred to as the "Supply").
The Contracting Parties may deviate from the wording of these GDC upon mutual agreement.
The provisions of Clause 3.2 through Clause 8.4 of these GDC apply exclusively to a binding quotation of the Supplier within the meaning of Clause 2.5 of the GDC and do not apply to an informational quotation of the Supplier within the meaning of Clause 2.4 of the GDC.
Where a written form is required under these GDC, it is also deemed complied with if the procedure followed Section 40 of Act No. 40/1964 Coll., the Civil Code, as amended (hereinafter referred to as the "CC").
2. Supplier's Quotation
A quotation of the Supplier shall be deemed to be a written quotation for the Supply delivered by the Supplier to the Customer, including a price calculation or budget, and signed by an authorized person of the Supplier.
If additional documentation (technical documentation, project documentation, etc.) is provided alongside the quotation, the Customer is obliged to maintain confidentiality regarding the data and information contained in the provided documentation and not disclose them to any third party.
In the event of disagreement with the Supplier's quotation, the Customer is obliged to return the documentation provided with the quotation pursuant to Clause 2.2 of the GDC to the Supplier without undue delay, except where such documentation was provided electronically. Making copies of this documentation is permissible only with the written consent of the Supplier.
If the Supplier's quotation is designated as an "informational quotation", it is of an explicitly non-binding informational nature and is not deemed an offer to enter into a contract. Such quotation of the Supplier constitutes a basis for mutual negotiations between the Supplier and the Customer for the purpose of concluding a contract.
If the Supplier's quotation is designated as a "binding quotation", it is of a binding nature and is deemed an offer to enter into a contract.
3. Contract
The contract between the Supplier and the Customer shall be deemed concluded:
in the case of an informational quotation, upon the conclusion of a written contract resulting from pre-contractual negotiations based, inter alia, on the informational quotation,
in the case of a binding quotation, upon its acceptance by the Customer and delivery of this acceptance to the Supplier. The Customer's acceptance must be drawn up in writing and signed by a person authorized to act on behalf of the Customer.
The Customer's acceptance must include:
complete identification details of the Customer, including VAT ID (IČ DPH),
the reference number of the Supplier's binding quotation to which the Customer's acceptance relates,
an explicit verbal expression of agreement with the content of the submitted binding quotation of the Supplier,
an explicit verbal expression of agreement with the acceptance of these GDC.
If the Customer's acceptance contains conditions, requirements, amendments, reservations, limitations, or other changes to the Supplier's binding quotation (hereinafter referred to as a "Change to the Binding Quotation"), they shall be binding on the Supplier only if the Supplier has approved the Change to the Binding Quotation in writing within 3 business days from the date of its delivery. The Customer is obliged to expressly notify the Supplier of any Change to the Binding Quotation; otherwise, the Supplier shall not be bound by such Change to the Binding Quotation.
In the event that the Customer transmits the acceptance by electronic means, the Supplier shall confirm receipt of the Customer's acceptance in writing without undue delay. If the Supplier does not confirm receipt of the acceptance in writing to the Customer within 3 business days from the date of its transmission by the Customer, the Customer's acceptance shall be deemed not delivered, and the Customer shall in such case contact the Supplier for the purpose of alternative delivery of the Customer's acceptance.
General commercial terms, purchasing terms, or other terms and conditions of the Customer (hereinafter referred to as the "Customer's GTC") shall apply only if expressly confirmed in writing by the Supplier. Any reference or referral in the acceptance or other documents of the Customer to the Customer's GTC does not constitute acceptance thereof by the Supplier.
4. Price and Payment Terms
The price specified in the contract is binding on the Contracting Parties, unless these GDC provide otherwise, and is deemed to be the price of the Supply. The price of the Supply is determined based on the amount of costs at the time of the quotation.
The price of the Supply is agreed in EUR and exclusive of VAT. The amount of VAT in the rate determined by valid and effective legal regulations shall be added to the price of the Supply. Packaging, handling fees, loading and unloading, freight, and customs duties (hereinafter referred to as "Additional Costs") are not included in the price of the Supply. If the amount of Additional Costs is not stated in the binding order, the Customer may request their payment in the amount customary at the time and place of their expenditure, or in the amount determined by legal regulations.
The Supplier reserves the right to unilaterally adjust the price of the Supply referred to in Clause 4.1 of the GDC if, during the execution of the Supply, an increase in the costs of delivering the Supply occurs due to changes in legal regulations, banking rates, exchange rate differences, prices of raw materials, energy used for the manufacture of the Supply, or other conditions contributing to the pricing of the Supply. The change in the price of the Supply must not exceed 10% of the original price of the Supply. The Supplier is obliged to inform the Customer in writing without undue delay of any price adjustment and the reasons therefor.
If a purchase contract is concluded between the Contracting Parties, the Supplier's entitlement to payment of the price of the Supply arises upon proper delivery of the goods to the Customer, unless the Contracting Parties have agreed otherwise (e.g., by specifying an advance payment amount in the binding quotation accepted by the Customer). If a contract for work is concluded between the Contracting Parties, the Supplier's entitlement to payment of the price of the Supply arises upon proper execution of the work, unless the Contracting Parties have agreed otherwise (e.g., by specifying an advance payment amount in the binding quotation accepted by the Customer).
The Supplier shall issue a tax document – invoice to the Customer with a maturity period of 10 days and, in the case of an advance payment, a proforma invoice with a maturity period of 5 days. The invoice must satisfy the requisites of an accounting document pursuant to the relevant legal regulations. The invoice and proforma invoice must contain: identification of the Supplier and the Customer by their business name, registered office, IČO, DIČ, IČ DPH, and entry in the relevant register; binding order number; invoice or proforma invoice number; date of dispatch and due date of the invoice or proforma invoice; designation of the banking institution and account number to which payment is to be made; invoiced amount or advance payment amount; description of the Supply; stamp and signature of the authorized person.
The price of the Supply, or a part thereof or an advance payment, shall be paid by non-cash bank transfer via a bank or a branch of a foreign bank to the Supplier's bank account specified in the invoice or proforma invoice. The price of the Supply, or a part thereof or an advance payment, is deemed paid on the day the invoiced amount or the advance payment amount is credited to the Supplier's account.
If the Customer is in default of payment of the price of the Supply, or a part thereof or an advance payment, the Supplier is entitled to:
demand payment of default interest in the amount of 0.07% of the outstanding amount for each day of default, including any commenced day,
withdraw from the contract if the Customer fails to pay the outstanding amount even within an additional reasonable grace period, which shall be understood to be 3 days,
demand compensation for damages caused by the Customer's default.
The Customer is not entitled, without the consent of the Supplier, to unilaterally set off or withhold payments intended for the Supplier on grounds of asserting claims arising from liability for defects, quality warranty claims, or liability for damages. A breach of this obligation shall be deemed a material breach of the Customer's obligations and establishes the Supplier's right to withdraw from the contract.
5. Delivery of the Supply and Delivery Terms
The performance of the work, handover of the Supply, and takeover of the Supply are governed by the provisions of Act No. 513/1991 Coll., Commercial Code, as amended (hereinafter referred to as the "CommC"), concerning purchase contracts or contracts for work (depending on the type of contract), and the general provisions of the CommC, unless the Contracting Parties have agreed otherwise on the rights and obligations.
The place of delivery and the delivery date of the Supply are determined in the binding quotation accepted by the Customer.
For the duration of the Customer's default in fulfilling its obligation stipulated in the contract, the GDC, or relevant legal regulations, on which the delivery or performance of the Supply depends, the Supplier's delivery period for the Supply shall not run, and the delivery date of the Supply shall be extended by the period during which the Customer was in default.
The Supplier is entitled to deliver the Supply even prior to the delivery date. The Customer is obliged to enable the Supplier to deliver the Supply at any time during the delivery period.
The Customer is obliged to take over the Supply. In the event of the Customer's failure to provide cooperation pursuant to the first sentence, the Supplier is entitled to arrange, at the Customer's expense and risk, the storage of the Supply in the storage premises of the Supplier or a third party.
In the event that the Supply has the character of a contract for work and the work is performed at the Customer's premises, the Customer is obliged to ensure suitable conditions for the proper and timely performance of the work.
The Customer undertakes to ensure, at its own expense and risk, all conditions necessary for the proper and timely delivery of the Supply, in particular official permits required by the legal order of the relevant state, obligations toward customs authorities, etc.
6. Passing of Risk of Damage to the Supply and Acquisition of Ownership
The risk of damage to the Supply passes from the Supplier to the Customer:
at the moment of takeover of the Supply by the Customer at the place of delivery; if the Customer is in default of the obligation to take over the Supply, the risk of damage to the Supply passes to the Customer at the moment it was invited by the Supplier to take over the Supply,
at the moment of handing over the Supply for carriage to the designated place, in the event that the Supplier does not deliver the Supply at its own expense and responsibility.
Regardless of points a) and b) of this Clause, if the Supplier performs the work at the Customer's premises, on its land, or on land procured by the Customer, the Customer bears the risk of damage to the item being manufactured (the Supply) and is the owner thereof.
The Customer is obliged to inspect the Supply or arrange for its inspection by another person without undue delay after taking over the Supply; otherwise, it forfeits the right to assert defects that the Supply had upon takeover and that could have been discovered by inspecting the Supply.
The Supplier retains ownership of the subject matter of the Supply until full payment of the price of the Supply, including Additional Costs, except where the Supplier performs the work at the Customer's premises, on its land, or on land procured by the Customer.
7. Liability for Defects and Quality Warranty
The Supplier warrants that the Supply has the properties in accordance with the agreed terms, applicable technical standards, and in compliance with the legal regulations of the Slovak Republic. In the event that the documentation for the execution of the Supply was provided by the Customer, the Supplier is liable only for the correct execution of the Supply according to the documentation received from the Customer.
The Supplier is liable for defects that the Supply had at the moment the risk of damage to the Supply passed to the Customer.
The Supplier may grant a quality warranty for the Supply to the extent and under the conditions set out in the quality warranty declaration for the Supply.
The quality warranty does not cover defects caused by natural wear and tear of the Supply, damage to the Supply resulting from improper intervention by the Customer or a person who had access to the Supply, improper or negligent handling, use of unsuitable material for operation, and changes in such conditions that affect the proper functioning of the Supply and of which the Supplier was not notified at the time of contract conclusion. The quality warranty does not cover defects caused by repairs that were not carried out by the Supplier and defects that manifested as a result of a repair of the Supply that was not carried out by the Supplier.
The quality warranty does not cover defects for which the Supplier is not liable and which arose during assembly or installation, in particular as a result of insufficient provision of technical conditions by the Customer, non-compliance with instructions and requirements during assembly or installation, overloading of parts beyond the performance specified by the Supplier or manufacturer, or incorrect or negligent handling.
The Customer is obliged to notify the Supplier in writing of a defect in the Supply without undue delay after its discovery. As part of the complaint, the Customer is obliged to specify the defect together with the location of its manifestation and describe the manner in which the defect manifests itself. The Supplier is obliged to contact the Customer within 48 business hours after receipt of the complaint and agree on a date for remedy of the defect. When agreeing on the date for remedy of the defect, the Contracting Parties are obliged to take into account the nature of the claimed defect.
The Supplier and the Customer may conclude a separate service contract for the purposes of servicing the Supply.
8. Force Majeure
Events and circumstances that have occurred unpredictably and independently of the will of the Supplier or the Customer after the conclusion of the contract and that make the delivery of the Supply impossible shall be deemed force majeure. Force majeure shall in particular include strike, fire, natural disaster, calamity, mobilization, war, insurrection, epidemic, seizure of goods or other official interventions and prohibitions, unprovoked regulation of electricity consumption, delays caused during transport or customs clearance, and absence of goods or spare parts on the market.
Events considered force majeure result in an extension of the delivery date of the Supply by the duration of such event, even in the event that they occurred at the Supplier's subcontractors. For the duration of the force majeure event, neither party is entitled to compensation for damages caused by the extension of the delivery date of the Supply.
The affected Contracting Party is obliged to notify the other Contracting Party in writing without undue delay of the occurrence of a force majeure event.
In the event that a force majeure event lasts for more than 60 consecutive days, each of the Contracting Parties is entitled to withdraw from the contract without any claim for compensation for damages caused by such withdrawal from the contract as a result of the force majeure event.
9. Delivery of Notices
Documents delivered through a postal enterprise are deemed delivered:
on the date of takeover of the document,
on the date of refusal to take over the document,
upon the expiration of the third (3rd) day of the period for taking over the deposited document.
Documents delivered by email are deemed delivered upon receipt confirmation by the other Contracting Party. In the event that the other party does not confirm delivery of the email within 3 business days, the document is deemed not delivered.
10. Choice of Law and Dispute Resolution
All relationships arising from the contract or pre-contractual negotiations or pre-contractual acts of the Supplier or the Customer shall be governed by the laws of the Slovak Republic, in particular, but not exclusively, by the provisions of the CommC.
The Supplier as well as the Customer shall attempt to resolve all disputes amicably out of court in order to maintain good business relations. In the event that this does not occur, the Supplier as well as the Customer have agreed that all disputes arising between them from legal relationships established on the basis of these GDC or the contract, or related to these GDC or the contract, including disputes concerning validity, interpretation, and termination, as well as disputes arising from other legal relationships established prior to the conclusion of the contract, shall be resolved before the Všeobecný Rozhodcovský súd SR, Dunajská 8, 811 08 Bratislava (hereinafter referred to as the "Arbitration Court") by a sole arbitrator in accordance with the internal regulations of the Arbitration Court. The parties hereby agree on the retroactive extension of the jurisdiction of the Arbitration Court to prior legal relationships between the parties. The arbitrator shall be appointed and designated by the Arbitration Court. The arbitral award shall be final and binding on the parties. The parties have expressly agreed on the court's option pursuant to Section 22a(1) of Act No. 244/2002 Coll. on Arbitration Proceedings, as amended.
11. Final Provisions
Each Contracting Party is obliged to inform the other Contracting Party in writing of any change in details that have a direct impact on the performance of the contract within 5 business days from the date on which the change occurred.
These GDC are binding pursuant to Section 273 of the Commercial Code. The valid and effective GDC are published on the publicly and freely accessible website of the Supplier www.pivotqari.sk, and anyone has the opportunity to review them at any time.
If any provision of the GDC is in conflict with mandatory provisions of valid and effective legal regulations in the Slovak Republic, the provisions of such legal regulations shall apply, which shall however not affect the validity of the remaining provisions of the GDC or the validity of these GDC as a whole.
The Supplier is entitled to make amendments to the GDC, provided that it is obliged to notify the Customer of these amendments by publishing the new GDC on its website www.pivotqari.sk no later than 30 days before the amendments to the GDC take effect. The Customer is entitled to reject the amendments to the GDC in their amended scope within 30 days from publication; otherwise, these GDC are deemed effective in the amended form from the moment of their effectiveness determined by the Supplier. The Customer undertakes to continuously monitor the Supplier's website www.pivotqari.sk and become acquainted with the current wording of the GDC.
These GDC shall enter into effect on 1. 1. 2026.