GENERAL TERMS AND CONDITIONS

FOR THE SALE OF PRODUCTS, GOODS, AND SERVICES
of the company LABEL SK s. r. o., Nerudova 4039, 018 41 Dubnica nad Váhom, Slovakia,
Company Reg. No.: 50 726 617, VAT ID: SK2120469670

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CONTENTS:
I. INTRODUCTORY PROVISIONS
II. DEFINITIONS
III. SUBJECT OF PERFORMANCE
IV. METHOD OF CONCLUDING THE PURCHASE CONTRACT, PURCHASE PRICE OF THE WORK
V. PAYMENT TERMS
VI. PRINT FILES AND PRINTING
VII. EXECUTION AND DELIVERY OF THE WORK
VIII. LIABILITY FOR DEFECTS AND COMPLAINT CONDITIONS
IX. DAMAGES, CONTRACTUAL PENALTIES, AND SANCTIONS
X. HANDLING OF PACKAGING
XI. RESERVATION OF OWNERSHIP RIGHTS
XII. FORCE MAJEURE
XIII. CONFIDENTIALITY AND PERSONAL DATA PROTECTION
XIV. EXTRACT FROM THE COMMERCIAL REGISTER
XV. WITHDRAWAL FROM THE CONTRACT
XVI. FINAL PROVISIONS

I. INTRODUCTORY PROVISIONS

1. 1. 1. Scope of the Terms and Conditions
      1.1. These General Terms and Conditions (hereinafter referred to as “GTC”) of LABEL SK s. r. o., Nerudova 4039, 01841 Dubnica nad Váhom, Slovakia, Company Reg. No.: 50 726 617, VAT ID: SK2120469670, registered in the Commercial Register of Trenčín District Court, Section Sro, Insert No. 12878/R (hereinafter referred to as “Contractor”), are issued in accordance with Section 273 of Act No. 513/1991 Coll., the Commercial Code, as amended (hereinafter “Commercial Code”).

      1.2. These GTC apply to all contractual relationships between the Contractor and the Customer, who orders goods or a service (hereinafter “Customer”), in the supply of printing products, materials, goods, or services (hereinafter “Work”) from the moment a Purchase Contract, contract, or Framework Purchase Contract (hereinafter “Contract”) is concluded between the Contractor and the Customer, unless specifically agreed otherwise in the Contract.

      1.3. The GTC further specify and clarify the rights and obligations of the Contractor and the Customer (hereinafter “Contracting Parties”). Upon conclusion of the Contract, both Contracting Parties agree that their mutual relationship will be governed by the Commercial Code and these GTC. All contractual relationships are concluded in accordance with the legal system of the Slovak Republic. Relations not regulated by the Contract are governed by Act No. 513/1991 Coll. – Commercial Code and Act No. 40/1964 Coll. – Civil Code, both as amended.

      1.4. These GTC are binding for all parties to the contractual relationships entered into between the Contracting Parties.

      1.5. Submission of an order by the Customer constitutes the Customer’s full consent to these GTC. The GTC become part of the Contract between the Contracting Parties as of the moment the Contractor accepts the order.

      1.6. Any purchase, delivery and/or business conditions of the Customer apply only if the Contractor accepts them in writing.

      1.7. All deviations from the GTC must be agreed upon in writing in the relevant Contract. Provisions of the Contract take precedence over the GTC.

      2. Validity of the General Terms and Conditions
      2.1. The GTC remain valid until all rights and obligations that arise between the Contracting Parties are fully settled, in the version valid at the time the contractual relationship originated, unless changed according to paragraph 3 of this article.

      3. Changes to the General Terms and Conditions
      3.1. The Contractor is entitled to update the GTC on an ongoing basis. The wording of amendments or the complete version of the revised GTC will be published on the Contractor’s website.

      3.2. If any provision of these GTC or the Contract becomes invalid or ineffective pursuant to applicable law in any respect, the validity, effectiveness, or legal flawlessness of the other provisions shall not be affected. Consequently, the Customer is obligated, upon receipt of a request from the Contractor, to conclude an agreement to replace such invalid or ineffective provisions of the GTC or the Contract with provisions that best correspond to the meaning and purpose of the original provision.

II. DEFINITIONS

1. 1. 1. Contract

      1.1 Is a purchase agreement or Framework Purchase Agreement concluded between the Contracting Parties for the sale of the Work pursuant to the provisions of Section 409 et seq. of Act No. 513/1991 Coll. – Commercial Code, as amended.
      1.2. The Contracting Parties conclude a Framework Purchase Agreement, or another Agreement, including annexes to the Agreement, if the Contracting Parties are, on the one hand, the Contractor and, on the other hand, the Client.
      1.3. The Purchase Agreement – the Client’s order, is a draft of the Agreement and the Agreement itself is concluded by delivering a binding consent to the Client with this proposal, or a binding confirmation of the order by the Contractor. From this moment on, mutual contractual rights and obligations arise between the Contracting Parties.

      2. Contractor

      2.1. Is a person who, when concluding and performing the Contract, acts within the scope of his commercial or other business activity. He is an entrepreneur who directly or through other entrepreneurs supplies the Work to the Client. For the purposes of these GTC, the Contractor is the company MiF, s.r.o., with its registered office at Nerudova 4039 01841 Dubnica nad Váhom, Slovakia, entered in the Commercial Register of the District Court in Trenčín, section Sro, entry number 12878/R.

      3. Client

      3.1. The Client is a natural person or legal entity who orders the Work from the Contractor, for a monetary consideration. This also applies to online sales.
      3.2. From the moment of concluding the Purchase Agreement, the Customer is governed by the GTC to the extent that he has rights and obligations under the GTC and to the extent of rights and obligations arising from the Commercial Code and other related legal regulations.

      4. Order

      4.1. According to these GTC, an order is understood as a unilateral legal act of the Customer addressed to the Contractor, with the aim of obtaining the ordered performance in the Work from the Contractor.

      5. Work and price of the Work

      5.1. The Work is understood as printing products, materials, goods and services in the catalog, on the website and in the price offer of the Contractor.
      5.2. The price of the Work is understood as “ex-warehouse of the Contractor”, i.e. the price does not include the costs of insurance, transport of the Work to the Customer or any necessary costs for packaging and/or storage of the Work, which will be charged separately, unless the Parties agree otherwise.
      5.3. The price of the Work is set out in the Contract or in the Contractor’s offer in euros and does not include value added tax. Unless otherwise agreed in writing, the price represents the valid purchase price of the Work for the conclusion of the Contract on the given day. Value added tax (VAT) will be added to the price of the Work in accordance with the legal regulations in force at the time of invoicing.

      6. Packaging

      6.1. Packaging means movable items used when handling the Work in order to simplify transport and prevent damage to the delivered Work. According to the GTC, packaging means mainly paper and cardboard packaging, wooden packaging, pallets, etc.

III. SUBJECT OF PERFORMANCE

The subject of performance is the delivery of the Work, bindingly agreed between the Contracting Parties in the Contract, including all its annexes, or based on the Customer’s confirmed order.

IV. METHOD OF CONCLUSION OF THE PURCHASE CONTRACT, PURCHASE PRICE OF THE WORK

1. 1. 1. Method of concluding the purchase contract

      1.1. The Customer expresses its interest in the production and delivery of the Work to the Contractor in the form of a written order (draft Contract), on the basis of which the Contract is concluded. By sending a binding order – Contract to the Contractor, the Customer expresses its unreserved consent to the GTC.
      1.2. Written orders are delivered to the address of the Contractor’s registered office by post, in person, by courier service or by e-mail.
      The order must contain, in particular, the specification of the Work, the date and place of delivery, the method of collection and transport, the total price excluding VAT determined in accordance with the Contractor’s offer, the Customer’s ID number and invoicing details, including the VAT ID number valid in the country of delivery, if the Customer is registered as a value added tax payer, payment terms, or other delivery terms.
      1.3. The Contractor shall respond to the order in writing within 4 working days of its receipt, in the form of its confirmation, submission of a counter-proposal or its rejection, unless it is a special order. In the case of a special order – after agreement with the Customer. Failure by the Contractor to respond to the order within the specified period shall be considered its rejection.
      1.4. The contractual relationship between the Contracting Parties, the subject of which will be the production and delivery of the Work to the extent and under the conditions specified in the order and the obligation of the Customer to provide the Contractor with the necessary cooperation and pay the agreed price for the Work, will arise only on the basis of written confirmation of the order by representatives of both parties authorized to act on behalf of the relevant party. Any changes or additions to the order confirmation are valid only if they have been previously confirmed in writing by these persons authorized to act on behalf of the parties.
      1.5. In addition to concluding the Contract in the form of a confirmation of the order, the Contract may also be concluded by authorized representatives of both contracting parties directly by signing its written form containing essential or other agreed requisites. Changes to the specification of the subject of the Work (e.g. cost, change in scope, format, color, etc.) compared to the valid Contract may only be agreed upon provided that these will be regulated by a new Contract that completely replaces the original Contract, or by a written amendment to the original Contract.
      1.6. The Client also undertakes to reimburse the Contractor for the costs incurred by him as a result of the claim to change the Contract.
      1.7. The Contractor is entitled to use third parties in providing the contractual performance of the Work, while the Contractor is liable for the actions of these third parties as if he had acted alone.

      2. Purchase price of the Work

      2.1. The price of the Work is stated in the Contractor’s price offer and the decisive price is the price of the Work stated on the tax document – invoice. All prices are stated without value added tax, transport and packaging costs, which will be charged separately. This price is valid unless a different price is agreed in writing or unless the price is adjusted by a new price list during the year. The Customer is informed by the Contractor about any change in the purchase price in the event of an unconfirmed order. The Customer then has the right to agree to the changed purchase price or cancel the order. The prices stated in the offer are valid until revoked or. submitted by the Contractor.
      2.2. The price of the Work is set in the Contractor’s current price offer. The Contractor is obliged to submit to the Customer, upon request, a current price offer for the requested Work.

V. PAYMENT TERMS

1. 1. 1. The Client is obliged to pay the Contractor the agreed price of the Work, including any transport, packaging costs, surcharges and value added tax in accordance with the payment terms set out in the GTC or specified in the Contract, in the order confirmation, by which the parties to the contractual relationship are bound.
      2. The Contractor reserves the right to condition the implementation of the Work on a full or partial financial advance on the price of the Work.
      3. Unless otherwise agreed in the Contract, the Contractor shall be entitled to payment of the price for the Work upon fulfillment of its obligation to deliver the completed Work to the Client.
      4. The Contractor is entitled to invoice the price of the Work immediately after the completion and handover of the Work.
      5. The invoice is due within 14 days from the date of its issue by the Contractor, unless the parties agree on a different due date. The Buyer’s monetary obligation to pay the Seller the purchase price paid through the bank is fulfilled by crediting the paid amount to the Contractor’s account.
      6. The Customer acquires ownership rights to the subject of performance under the Contract only on the day of payment of the entire purchase price to the Contractor.
      7. If, under the Contract, the Customer is obliged to make an advance payment to the Contractor for the price of the Work, the period for fulfilling the obligation for the Contractor shall begin to run from the day following the payment of the advance payment to the Contractor’s account.
      8. Withholding payments for the price of the Work by the Customer (especially with reference to the complaint procedure), unilateral offsets and other methods of unilateral reduction of payments by the Customer are not permissible, unless otherwise agreed in writing. Violation of this obligation is considered a material breach of the Customer’s obligations.
      9. No part of the purchase price for the Work may be paid by third party claims or by offsetting the Client’s own claim against the Contractor, unless the parties agree otherwise.
      10. Failure to pay the price for the Work within 10 days after the due date shall be considered a material breach of the Contract.
      11. In the event that the Client’s monetary obligation is determined in a currency other than EUR, the Client undertakes that in the event of a change in the mutual ratio of EUR and the currency in which the monetary obligation is expressed by more than 2%, this monetary obligation of his shall also change in the same proportion. The Parties agree that the ECB (European Central Bank) exchange rate valid at the time of conclusion of the Contract and at the time of payment of the monetary obligation shall be the decisive exchange rate.
      12. In the event of the Client’s delay in paying any invoice or part thereof, the Contractor is entitled to charge the Client interest on arrears in the amount of 0.05% of the outstanding amount for each day of delay.
      13. In the event of the Client’s delay in paying any invoice or part thereof, the Contractor is entitled to stop the delivery of the next Work to the Client until all of the Client’s obligations, the payment of which is in arrears to the Contractor, have been fully paid. During this period, the Contractor is not in arrears with the delivery of the Work.

VI. PRINTING MATERIALS AND PRINTING

1. 1. 1. The Client is obliged to deliver to the Contractor complete and undamaged production materials for the production of the Work according to the Contractor’s further specified technological requirements for the processing of materials (hereinafter referred to as the “Production Materials”) on the agreed date and place.
      2. In the Production Materials, the Client must define in particular the exact dimensions of the Work, its color scheme, the determination of the direct colors and adhesives used, the direction of roll winding, the number of labels on the roll, etc., unless otherwise agreed in writing with the Contractor. Any other specification of the Production Materials must be approved in advance by the Contractor.
      3. The Client shall submit the Production Materials electronically to the e-mail or ftp server specified in advance by the Contractor, or shall physically hand them over to the responsible person who sent him the offer.
      4. In the event that the Contractor is to create a graphic design for the Client that is part of the Work, the Client must provide the Contractor with all the documents and information related to the graphic design. The Contractor shall not bear any legal consequences as a result of providing photographs to the Client for the creation of the graphic design that are not the property of the Client. In the event of legal consequences, the Client shall be liable.
      The Contractor shall submit a graphic design on which the Client must approve the text, overall color scheme, including defined spot colors. In the case of digital proofreading, the Contractor shall describe the changes in a text file in TXT format, including a statement of completeness. In the case of physical proofreading, the Contractor shall define whether this is a final proofreading or whether another proofreading will be required. On the color proof, the Client must indicate all notes on this proof and approve them with his signature. The production of the Work shall only commence after the proof has been approved, on which the Client shall confirm the appearance and content of the Work with his/her signature.
      5. If the Production Documents are not submitted according to the Contractor’s requirements, or are submitted late and, as a result, it is not possible to continue the production of the Work, the Contractor shall be entitled, after the delivery of proper and complete Production Documents, to set a new date for the completion of the Work according to its current capacity capabilities, unless the contracting parties agree otherwise. In such a case of a postponement of the delivery date of the Work, the Client shall not be entitled to withdraw from the Contract.
      6. In the event of a change (postponement) of the delivery date of the Work for the above-mentioned reasons, or for any other reasons on the Client’s part, the Client shall be obliged to pay the Contractor the additional costs incurred.
      7. Any additional costs incurred due to the necessary repairs to the Production Documents approved by the Customer will be invoiced by the Contractor to the Customer based on the actual costs incurred.
      8. In the event of the Customer’s request for approval of the printing color directly at the printing press, the Customer is obliged to confirm the approval in writing. A work printed in accordance with the approved color cannot later be the subject of a complaint due to color.
      9. The Contractor is not liable for deficiencies and errors made by the Customer in the supplied Production Documents, data, or other documents, nor for the reduced quality of the resulting product caused by them.
      10. The Contractor is not liable for any violation of intellectual property or copyrights committed by the Customer in the contractual relationship (product assignment). In the event of any sanctions being applied against the Contractor due to such a violation, the Contractor is entitled to demand compensation from the Customer for the damage thus incurred.
      11. The Customer is fully responsible for ensuring that the supplied Production Documents do not suffer from a legal error and do not infringe the copyright or other rights of third parties.
      12. There is no obligation for the Contractor to store print templates, data and/or data carriers, assemblies, printing plates, papers, etc. after the execution of the order, unless the contracting parties have agreed otherwise in writing.
      13. The Customer shall pay the supplier the specified costs associated with the preparation of production – in particular for printing forms and cutting tools, unless otherwise agreed in the price offer. These remain its property and are stored with the Contractor for a period of 12 months from the last production of the product for possible further use. If the Customer does not collect them within 14 months from the last production of the product, the Contractor has the right to dispose of them at its own discretion.

VII. PERFORMANCE AND DELIVERY OF THE WORK

1. 1. 1. Performance of the Work

      1.1. Proper performance of the Work is considered to be the performance that is delivered by the Contractor to the Client in
      the usual quality given the processing technology, the material used and the quality of the Production Documents. The reduced quality of the Production Documents may be reflected in an appropriate manner on the quality of the Work. This fact is not considered a lack of proper performance of the Work.
      1.2. Due to the machine production of the Work, the cost of the actually delivered Work may differ from the quantity agreed in the Contract. The difference between the ordered and delivered quantity of the Work may be up to +-5% of the quantity specified in the order, unless otherwise follows from the Contract or previous practice between the contracting parties, or from business customs. If the Client excludes the possibility of performance below the agreed quantity in the Contract, the Contractor is entitled to deliver the performance in a quantity of up to 10% above the agreed quantity, which the Client is obliged to take over and pay the agreed price of the Work for. The Contracting Parties may agree on other deviations in the Contract in a specific case.

      2. Handover of the Work

      2.1. The place of handover of the Work is the registered office of the Contractor, unless otherwise agreed in the Contract.
      2.2. If the Contract stipulates a place of handover of the Work other than the registered office of the Contractor, the Client is obliged to hand over to the Contractor the transport instructions stating the exact address, telephone number, name of the contact person, scope of individual deliveries and name of the carrier, no later than 5 days before the agreed date of handover of the Work, unless the transport instructions are already stated in the Contract.
      2.3. If the Contractor provides transport of the Work to a location designated by the Client, the Contractor is obliged to unload the Work at a maximum distance of 5 m from the vehicle. When handing over the Work to a location outside the Contractor’s registered office, the Client is obliged to provide the Contractor and the carrier with reasonable assistance in ensuring unloading. In the event of failure to provide reasonable assistance in ensuring unloading, the Contractor is entitled to charge the Client for the costs incurred by it for this reason due to ensuring unloading at a location designated by the Client.
      2.4. The Contractor is obliged to hand over the Work to a person authorized by the Client under the conditions and within the period specified in the Contract. The Client is obliged to take over the Work, if necessary also through an authorized third party.
      2.5. By handing over the completed Work to the Client, the risk of damage to property passes to the Client.
      2.6. The Contractor reserves the right of ownership to the delivered Work and to the items resulting from the processing or processing until all current or future claims against the Contractor are met. After the invoice is issued, the reservation of ownership shall apply until its payment to secure the Contractor’s claim.
      2.7. In the event that the Customer transports the Work to another Member State of the European Union itself, or arranges for it to be carried out by another person, the Customer is obliged to provide the Contractor with a transport or other shipping document stating the destination, or a written declaration by the Customer stating that the Work has been transported to another Member State of the European Union.
      2.8. When producing the ordered goods, the Supplier provides services for the use of a printing form, the lifespan of which is 15 to 20 km of printing or a maximum of 6 months from their production, whichever comes first. In the event of destruction or expiration of the printing form, the customer is obliged to pay a fee for the use of a new printing form in the amount of EUR 50 for each printing form according to the number of colors of the ordered goods. For the size of the ordered goods, the supplier provides the service of using a die-cutting tool for a fee of EUR 250 and for an embossing form, EUR 350.

VIII. LIABILITY FOR DEFECTS AND COMPLAINT CONDITIONS

1. 1. 1. The Contractor is responsible for ensuring that the Work is produced in accordance with the agreed conditions, in accordance with the applicable technical standards for machine processing of printed products and generally binding legal regulations of the Slovak Republic. The Contractor is responsible for defects that the Work has at the time of its delivery to the Customer in accordance with the STN ISO 9001:2015 standard.
      2. The Contractor undertakes that the Work will have the agreed properties during the warranty period when stored appropriately, with the proviso that the warranty period begins on the date of delivery of the Work and lasts 12 months for self-adhesive labels and papers, 6 months for labels with special adhesive (non-permanent / re-separable) and 6 months for BOPP films. Products printed with metallic or special colors are guaranteed for 3 months from the date of production. For products such as coded labels or other time-limited products, the warranty period ends on the date of the end of this time interval.
      3. The quality guarantee is not provided for natural wear and tear, nor for damage that occurs after the risk of damage to the Work has passed to the Customer, due to incorrect, unprofessional or negligent handling, or due to the fault of the Customer.
      4. The Customer is obliged to inspect the Work immediately after its acceptance and is obliged to notify the Contractor of obvious defects without undue delay after acceptance of the Work, no later than 10 days from acceptance of the Work.
      5. The Customer is obliged to notify hidden defects without undue delay after their discovery within the warranty period.
      6. When exercising rights in liability for defects, the Client is obliged to submit to the Contractor a sample of the defective Work, or possibly also access to the defective Work, specify in writing its defects, their extent and state its claim against the Contractor pursuant to the provisions of Sections 436 and 437 of the Commercial Code.
      7. The Contractor is obliged to eliminate defects, at its option, by repairing the defective part of the Work or by delivering a replacement Work within 30 days of taking back the defective part of the Work from the Client. In the event that such elimination of defects is impossible, the Contractor is obliged to provide, by mutual agreement, an appropriate discount on the price of the defective part of the Work, for which it will issue a credit note to the Client.

IX. COMPENSATION FOR DAMAGES, CONTRACTUAL FINES AND SANCTIONS

1. 1. 1. In the event that the Client refuses or otherwise prevents the Contractor from fulfilling its obligation, the Client is obliged to compensate the Contractor for the damage incurred and lost profit in full.
      2. The Contractor is not obliged to compensate for damage if it proves that the breach of the obligation arising from the contractual relationship was caused by circumstances excluding liability within the meaning of Act No. 513/1991 of the Commercial Code, as amended.
      3. In the event of the Client’s unjustified withdrawal from the Contract immediately before or after the start of printing, or implementation of an additional service, or termination of the contractual relationship before the obligation is fulfilled, the Client undertakes to pay the Contractor a contractual penalty in the amount of 10% of the total price of the Work, if the Contractor exercises this right, and further all actual costs incurred by the Contractor in performing the Work, compensation for damages and lost profit in full, unless otherwise agreed by the parties to the contractual relationship.
      4. In the event of a delay by the Contractor in delivering the Work, the Client is entitled to charge a contractual penalty in the amount of 0.05% of the agreed price of the unperformed Work for each day of delay, but not more than 10% of the total price of the Work, unless the parties agree on a different amount of the contractual penalty. The Client may waive this contractual penalty in whole or in part.
      5. In the event of the Client’s delay in paying the advance or the total price of the Work based on the invoice within the due date, the Client is obliged to pay the Contractor default interest in the amount of 0.05% of the amount owed for each day of delay, unless the parties agree on a different amount of the contractual penalty. The Contractor may waive this default interest in whole or in part.
      6. The Contractor, based on the Contract, a confirmed order, purchases the material (especially paper) necessary for the processing of the Work, in the quantity and parameters resulting from the technical specification of the Production Documents supplied by the Client. In the event that after purchasing the materials, the Client changes the technical specification of the Production Documents, the scope of the originally agreed performance, or withdraws from the Contract, the Customer is obliged, within 30 days of the termination of the contractual relationship, to repurchase from the Contractor the material that remained in the Contractor’s warehouse and that was intended for the performance of the subject of the Contract, or to agree otherwise with the Contractor to settle the costs actually incurred. The unit price for the repurchase of the material will be identical to the unit price of the material from the last executed Contract for the last two months; if no Contract was executed, it will be identical to the purchase price, and will be payable on the 14th day after the termination of the contractual relationship, or the above-mentioned change. The Customer may also fulfill its obligation to repurchase the material through a third party.

X. PACKAGING MANAGEMENT

Adhering to the rules of proper handling will prevent damage to the delivered Work. If the Customer does not specify a special method of packaging in the order, the Work is packaged in the usual way, and therefore the type of Packaging is usual for the given type of Work, given quantity and agreed method of transport.

XI. RESERVATION OF TITLE

The Client acquires title to the Work only upon full payment of the entire purchase price for the delivered Work, i.e. at the moment the entire purchase price is credited to the Contractor’s account. The reservation of title does not affect the transfer of risk of damage to the Work pursuant to Art. VII. Execution and handover of the Work.

XII. FORCE MAJEURE

1. 1. 1. The liability of the contracting parties for partial or complete failure to fulfill contractual obligations is excluded if they were caused by circumstances excluding liability under applicable law (in particular, so-called force majeure).
      2. The following shall be considered force majeure in particular: war, threat of war, mobilization, uprising, other armed conflict or threat thereof, rebellion, sabotage, epidemic, fire, terrorist attack or threat thereof, storm, flood, earthquake, natural or other disaster, explosion, government regulations or restrictions of the European Union, shutdown not caused by the Contractor, complete or partial destruction of the plant or production line of the Contractor or its suppliers, suppliers’ deliveries, change in customs and tax regulations, import and export quotas, export or import ban, strike, traffic disruption, traffic accident, gas, electricity or other energy failure, economic crisis as well as any other causes that the Contractor could not foresee or prevent, which made it impossible to fulfill the obligation.
      3. Force majeure excludes the right to apply Contractual Penalties against the party affected by Force majeure.
      4. The Contracting Party invoking Force Majeure must immediately notify the other Contracting Party in writing of this fact, agree on further action and take all possible measures to mitigate the consequences of non-fulfillment of the Contractual obligations. The performance period shall be extended accordingly. In such cases, neither Contracting Party shall be obliged to compensate the other Party for any damages incurred, including lost profits.
      5. If Force Majeure lasts for a period longer than six months, both Contracting Parties shall be entitled to withdraw from the Contract

XIII. CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA

1. 1. 1. Confidentiality

      1.1. The Client undertakes not to provide or otherwise make available to a third party any information about facts of a commercial, technical or production nature related to the subject matter of the contract, under penalty of strict liability for damage or other harm, or for unfair competition.
      1.2. A third party who is legitimately involved in the performance of the Contract shall be made aware of the Contractor’s trade secrets or confidential information to the extent necessary to fulfill its obligations in the performance of the Contract.

      2. Protection of personal data

      2.1. The Client expressly agrees to the processing of his personal data in accordance with the provisions of Act No. 122/2013 Coll. on the protection of personal data, as amended (hereinafter referred to as the “Act”) for the needs of the Contractor. The Contractor acts in accordance with the Act and the information provided by the Client will be used only for the purposes of fulfilling the Contract. By concluding the Contract, the Client agrees to the processing of personal data. This consent is provided for an indefinite period. All data obtained from the Client is used by the Contractor exclusively for the internal needs of the Contractor and does not provide them to third parties.
      2.2. The Contractor will not transfer the obtained personal data to any third party who is not directly related to the performance of the Contract.

XIV. EXTRACT FROM THE COMMERCIAL REGISTER

A detailed extract from the Commercial Register of the Contractor is available for inspection on the website of the Commercial Register: www.orsr.sk.

XV. WITHDRAWAL FROM THE CONTRACT

1. 1. 1. Either Contracting Party may withdraw from the Contract only in the event of a material breach of the Contractual obligations by the other Contracting Party.
      2. The notice of withdrawal from the Contract must be in writing and must be delivered to the other Contracting Party. The Contract shall terminate on the date of delivery of the notice of withdrawal from the Contract to the other Contracting Party. Within 5 days of the date of termination of the Contract, the Contracting Parties shall be obliged to return the mutually provided performance arising from the Contract.
      3. The following shall be considered a material breach of the Contractual obligations in particular:
      a) the Customer’s delay in paying the purchase price of the Work by more than 10 calendar days from the due date of the invoice or invoices,
      b) a material breach of the obligations arising from the Contract,
      c) a case stipulated by the Commercial Code or the Civil Code.
      4. The Contractor may also withdraw from the Contract in the event of a significant deterioration in the Client’s financial situation, in particular if a petition has been filed with the competent court to declare bankruptcy for the Client’s assets.
      5. The Contractor may also withdraw from the Contract if the Client is in arrears with the payment of the advance payment by more than 10 calendar days after the agreed date.
      6. Withdrawal from the Contract is further governed by the provisions of Section 344 et seq. of the Commercial Code, as amended.
      7. Withdrawal from the Contract does not affect the claim for contractual fines and compensation for damages.

XVI. FINAL PROVISIONS

1. 1. 1. All changes to the Contract and these GTC will be made exclusively in writing, in the form of a written numbered Addendum to the aforementioned contractual documents.
      2. The Contract and the contractual relationship arising from it are governed by Slovak law, unless otherwise agreed.
      3. The Contracting Parties undertake to resolve disputes relating to the subject matter of the Contract preferably out of court. If the Contracting Parties fail to reach an agreement, any dispute will be resolved by the competent court of the Slovak Republic with subject matter and local jurisdiction in accordance with the relevant legal regulations, unless otherwise agreed.
      4. In the event that any of the provisions of these GTC is invalid or ineffective, the invalidity or ineffectiveness of a provision will not result in the invalidity or ineffectiveness of other provisions of the GTC, or the Contract itself. This also applies if it is found that any of the provisions of these GTC is unenforceable. Any reservations must be subject to separate negotiation and subsequent written approval.
      5. Relationships not regulated by these GTC or the Contract are governed by the applicable law of the Slovak Republic and the Commercial Code No. 513/1991 Coll., as amended.
      6. For the delivery of documents between the parties to the contractual relationship related to the Contract, the document is considered delivered:
      a) on the date of its actual delivery to the other party to the contractual relationship,
      b) on the date of the futile expiration of the deadline for receiving the shipment at the post office, even if the addressee did not learn about the deposit or, through his own actions, thwarted the successful delivery of the document.
      7. Written communication means communication via post, e-mail or fax. If the nature of the matter does not preclude this, the contracting parties may fulfill the obligation to send, notify, deliver, or express themselves using electronic means of communication.
      8. The Client was familiarized with the GTC before concluding the Contract, or before ordering the Work. Familiarization with the GTC is also considered to include their delivery to the Client by electronic means, their publication in a place accessible to the Client when ordering or taking over the Work, their publication on the Contractor’s website (www.mif.sk). By concluding the Contract, or taking over the Work, the Client fully agrees with the wording of the currently valid GTC.
      9. These GTC were approved by the management of the Contractor’s company and are valid and effective from 20.08.2025