1. Introductory Provisions
These General Terms and Conditions of Purchase of the company PIVOT+QARI spol. s r.o., with 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 "GTCP") constitute an integral part of any purchase order, purchase contract, and contract for work concluded between PIVOT+QARI spol. s r.o. (hereinafter referred to as the "Customer") and its supplier, the subject matter of which is the supply of goods, or the manufacturing of a certain item, assembly, maintenance, modification, repair, or execution of other activities provided by the supplier (hereinafter referred to as the "Supply").
The contracting parties may deviate from the wording of these GTCP upon mutual agreement.
Where written form is required pursuant to these GTCP, such requirement shall also be deemed satisfied if procedure under Section 40 of Act No. 40/1964 Coll., the Civil Code, as amended (hereinafter referred to as the "CC") has been followed.
2. Customer's Purchase Order
A written purchase order for the supply of goods or work delivered by the Customer to the Supplier and signed by an authorized person of the Customer shall be deemed to be the Customer's purchase order.
If additional documentation (technical documentation, project documentation, etc.) is provided alongside the purchase order, the Supplier shall be obliged to maintain confidentiality regarding data and information contained in the provided documentation and not to disclose them to any other person.
In the event of disagreement with the Customer's purchase order, the Supplier shall be obliged to return the documentation provided with the purchase order pursuant to Clause 2.2 of the GTCP to the Customer without undue delay, except where such documentation was provided electronically. Making copies of such documentation is permitted only on the basis of the Customer's prior written consent.
3. Contract
A contract between the Customer and the Supplier shall be deemed concluded only upon written acceptance of the quotation submitted by the Supplier. In the event of acceptance of the quotation, the Supplier shall be informed of the acceptance within 10 business days from the date of its delivery to the Customer. The Customer reserves the right to reject or not to respond to a submitted quotation.
The Supplier's quotation must contain:
complete identification details of the Supplier, including VAT ID,
numerical designation of the Customer's purchase order to which the Supplier's quotation relates,
an express statement of agreement with the content of the submitted Customer's purchase order,
the price of the Supply,
an express statement of agreement with the acceptance of these GTCP.
If the Supplier's quotation contains conditions, requirements, amendments, reservations, limitations, or other changes to the Customer's purchase order (hereinafter referred to as a "Purchase Order Amendment"), they shall be binding upon the Customer only if the Customer has approved the Purchase Order Amendment in writing within 10 business days from the date of its delivery. The Supplier is obliged to explicitly draw the Customer's attention to any Purchase Order Amendment; otherwise, the Customer shall not be bound by the Purchase Order Amendment.
In the event that the Supplier sends a quotation by electronic means, the Customer shall confirm delivery of the Supplier's quotation in writing without undue delay. If the Customer does not confirm receipt of the quotation to the Supplier in writing within 3 business days from the date of its transmission by the Supplier, it shall be deemed that the Supplier's quotation was not delivered to the Customer, and in such case the Supplier shall contact the Customer for the purpose of alternative delivery of the Supplier's quotation.
General business, delivery, or other terms and conditions of the Supplier (hereinafter referred to as the "Supplier's GTC") shall apply only if expressly confirmed in writing by the Customer. A reference or citation in the quotation or other documents of the Supplier to the Supplier's GTC shall not constitute acceptance thereof by the Customer.
4. Price and Payment Terms
The price specified in the quotation shall be binding upon the contracting parties and final, unless provided otherwise in the GTCP, and shall be considered the price of the Supply.
The price of the Supply is agreed in EURO currency and exclusive of VAT. VAT in the amount determined by applicable and effective legal regulations shall be added to the price of the Supply. The price of the Supply includes packaging, handling fee, loading and unloading, freight, and customs duty (hereinafter referred to as "Additional Costs"), unless agreed otherwise in writing between the Customer and the Supplier.
The Customer may state in the purchase order when, under what conditions, and to what extent the price of the Supply or Additional Costs may be increased. In such case, the Supplier is obliged to inform the Customer in writing without undue delay of any change in the price of the Supply or Additional Costs and the reasons for such change; otherwise, the Customer shall not be bound by the changed price of the Supply or Additional Costs.
The Supplier shall be entitled to payment of the price of the Supply upon proper delivery and acceptance of the goods by the Customer in accordance with Clause 5 of the GTCP, unless agreed otherwise by the contracting parties (e.g. by stating an advance payment amount in the Customer's purchase order). If a contract for work is concluded between the contracting parties, the Supplier shall be entitled to payment of the price of the Supply upon proper execution and acceptance of the work in accordance with Clause 5 of the GTCP, unless agreed otherwise by the contracting parties (e.g. by stating an advance payment amount in the Customer's purchase order).
The Supplier shall issue a tax document – invoice to the Customer with a maturity period of 60 days, unless specified otherwise in the purchase order, and in the case of an advance payment, a proforma invoice with a maturity period of 10 days, unless specified otherwise in the purchase order. The invoice must satisfy the statutory requirements of an accounting document pursuant to applicable legal regulations. The invoice and proforma invoice must contain: identification of the Supplier and the Customer by name, registered office, IČO, DIČ, VAT ID, registration in the relevant commercial or other register; binding purchase order number; invoice or proforma invoice number; date of dispatch and due date of the invoice or proforma invoice; identification of the banking institution and bank account number to which payment is to be made; invoiced amount or advance payment amount; designation of the Supply; stamp and signature of an authorized person.
The price of the Supply, or a part thereof, or an advance payment shall be paid by wire transfer through 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 shall be deemed paid on the date of dispatch of the invoiced amount or advance payment amount from the Customer's account to the Supplier's account.
In the event that the Customer is in default of payment of the price of the Supply, or a part thereof, or an advance payment, the Supplier shall be entitled to:
claim default interest in the amount of 0.02% of the outstanding amount for each, even commenced, day of default, or
withdraw from the contract if the Customer fails to pay the outstanding amount even within an additional reasonable grace period, which shall be understood as 10 business days.
The Customer is entitled, without the Supplier's consent, to unilaterally set off or withhold payments intended for the Supplier on the grounds of asserting claims arising from liability for defects, warranty claims, or liability for damages. The Customer is entitled, without the Supplier's consent, to unilaterally set off against the Supplier's receivables any mature receivables of the Customer against the Supplier, even if arising from contractual or non-contractual relationships between the Supplier and the Customer unrelated to the Supply.
5. Delivery of the Supply, Delivery Terms, and Title to the Supply
Execution of the work, handover of the Supply, and acceptance of the Supply shall be governed by the provisions of Act No. 513/1991 Coll., the Commercial Code, as amended (hereinafter referred to as the "CommC"), concerning the purchase contract or contract for work (depending on the type of contract) and the general provisions of the CommC, unless the contracting parties have agreed on different terms governing rights and obligations.
The Supply shall be accepted:
in the case of supplies without assembly (e.g. supply of goods) – upon written confirmation of delivery (including unloading) of the complete subject matter of the Supply to the place of destination pursuant to the purchase order,
in the case of supplies with assembly – upon written confirmation of acceptance of the complete subject matter of the Supply by the Customer.
The Supplier shall deliver the Supply at its own expense and risk to the agreed place of delivery and within the deadline pursuant to the Customer's purchase order.
Cash-on-delivery shipments shall not be accepted. The Supplier is obliged to pack the Supply in such a manner that no damage thereto, or injury to health and property, occurs during transport. The Supplier shall attach a delivery note to the Supply containing the following data from the purchase order: purchase order number, identification of the Supply (e.g. part number, precise description of goods).
Title to the Supply shall pass to the Customer:
in the case of supplies without assembly (e.g. supply of goods) – upon written confirmation of delivery (including unloading) of the complete subject matter of the Supply to the place of destination pursuant to the purchase order,
in the case of supplies with assembly – upon written confirmation of acceptance of the complete subject matter of the Supply by the Customer.
Notwithstanding points a) and b) of this clause, if the Supplier executes the work at the Customer's premises, on its land, or on land provided by the Customer, the Customer shall be the owner thereof.
The Supplier is entitled to deliver the Supply prior to the delivery date if this arises from the purchase order or if the Customer has additionally approved it in writing.
The Supplier undertakes to ensure, at its own expense and risk, all conditions necessary for proper and timely delivery of the Supply, in particular official permits required under the legal order of the Slovak Republic, obligations towards customs authorities, etc.
In the event that the Supply has the nature of a contract for work, the Supplier is obliged to notify the Customer without undue delay of the unsuitable nature of items received from the Customer or instructions given to it by the Customer for the execution of the work.
If the Customer has reserved in the purchase order the right to inspect the subject matter of the Supply (work) at a certain stage of its execution, the Supplier is obliged to invite the Customer to conduct the inspection in a timely manner. If the Supplier fails to fulfill the obligation set out in the preceding sentence, it is obliged to allow the Customer to carry out an additional inspection and bear the costs associated therewith.
If, pursuant to the purchase order, proper execution of the Supply (work) is to be evidenced by the performance of agreed tests, the execution of the Supply shall be deemed completed only when such tests have been successfully carried out. The Supplier is obliged to invite the Customer to participate therein in a timely manner.
In the event of the Supplier's default in delivering the Supply, the Customer shall be entitled to a contractual penalty in the amount of 0.05% of the price of the Supply for each, even commenced, day of default.
6. Passing of Risk of Damage to the Supply
The risk of damage to the Supply shall pass from the Supplier to the Customer:
in the case of supplies without assembly (e.g. supply of goods) – upon written confirmation of delivery (including unloading) of the complete subject matter of the Supply to the place of destination pursuant to the purchase order,
in the case of supplies with assembly – upon written confirmation of acceptance of the complete subject matter of the Supply by the Customer.
Notwithstanding points a) and b) of this clause, if the Supplier executes the work at the Customer's premises, on its land, or on land provided by the Customer, the Customer shall bear the risk of damage to the item being manufactured (the Supply).
If a purchase contract or a contract for work is concluded between the contracting parties, the Customer is obliged, upon taking over the Supply, to perform an inspection of the Supply or ensure its performance by another person within the period pursuant to the provisions of the CommC.
7. Liability for Defects and Quality Warranty
The Supplier warrants that the Supply possesses the characteristics pursuant to the agreed conditions, according to applicable technical standards, and in accordance with the legal regulations of the Slovak Republic.
The Supplier shall be liable for defects of the Supply pursuant to the provisions of the CommC.
The Supplier shall provide a quality warranty for the Supply to the extent specified in the Customer's purchase order.
The Customer is obliged to inform the Supplier in writing of a defect in the Supply without undue delay after discovering it. Within the claim notice, the Customer is obliged to specify the defect along with the place of its manifestation and describe the manner in which the defect manifests itself.
The Supplier is obliged, at its own expense and at the Customer's option, either to remedy a defect that manifests itself during the warranty period or to deliver a new Supply, within ten business days from the date of the claim notice.
The Supplier and the Customer may conclude a separate service agreement 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 render delivery of the Supply impossible shall be deemed Force Majeure. Fire, natural disaster, calamity, mobilization, war, insurrection, and epidemic, in particular, shall be considered Force Majeure.
Events considered Force Majeure shall result in an extension of the delivery deadline of the Supply by the duration of such event.
The affected contracting party is obliged to inform 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 continues for more than 20 consecutive days, the Customer shall be entitled to withdraw from the contract.
9. Delivery and Service of Notices
Documents served through a postal service provider shall be deemed delivered
on the day of receipt of the document,
on the day of refusal to accept the document,
upon the expiry of the third (3rd) day of the period for collecting a deposited document.
Documents served by e-mail shall be deemed delivered upon confirmation of receipt by the other contracting party. In the event that the other party does not confirm receipt of the e-mail within 3 business days, the document shall be deemed undelivered.
10. Choice of Law and Dispute Resolution
All relationships arising from the contract or pre-contractual negotiations or pre-contractual actions of the Customer or the Supplier shall be governed by the legal order of the Slovak Republic, in particular, but not exclusively, by the provisions of the CommC.
Both the Customer and the Supplier shall attempt to resolve all disputes out of court in order to maintain good business relations. If this does not occur, the Customer as well as the Supplier have agreed that all disputes arising between them from legal relationships established on the basis of these GTCP or the contract, or related to these GTCP 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 General Arbitration Court of the Slovak Republic, 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 established and appointed by the Arbitration Court. The award of the Arbitration Court 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 data that has a direct impact on the performance of the contract, within 5 business days from the date on which the change occurred.
These GTCP are binding pursuant to Section 273 of the Commercial Code. The valid and effective GTCP are published on the publicly and freely accessible website of the Customer www.pivotqari.sk, and anyone has the opportunity to review them at any time.
If any provision of the GTCP should be in conflict with mandatory provisions of applicable and effective legal regulations in the Slovak Republic, the provisions of such legal regulations shall apply; this, however, shall not affect the validity of the remaining provisions of the GTCP or the validity of these GTCP as a whole.
The Customer is entitled to make amendments to the GTCP, while being obliged to notify the Supplier of these amendments by publishing the new GTCP on its website www.pivotqari.sk no later than 30 days prior to the effective date of the amendment to the GTCP. The Supplier is entitled to reject the amendments to the GTCP to the amended extent within 30 days from publication; otherwise, these GTCP shall be deemed effective in the amended form from the effective date of their amendment determined by the Customer. The Supplier undertakes to continuously monitor the Customer's website www.pivotqari.sk and familiarize itself with the current wording of the GTCP.
These GTCP shall take effect on 1. 1. 2026.