General Terms and Conditions

Entry in the commercial register:

Commercial Register of the District Court Bratislava I, Section Sro, Insert No.: 26845/B

IČO: 35838922, DIČ: 2020238671, IČ DPH: SK2020238671

Bank connection:

UniCredit Bank Slovakia a.s.

SKK account: account number: 1310514001/1111
IBAN: SK7311110000001310514001

EUR account: account number 1310514028/1111
IBAN: SK2311110000001310514028, SWIFT code UNCRSKBX

1. General provisions

1. The General Terms and Conditions in this edition regulate the business relationship between JUMO Slovensko s.r.o. and our customers.
2. Different customer terms and conditions that are not exclusively acknowledged by us in writing are not binding on us, even if we do not object to them.
3. Our employees are not entitled to verbal contractual agreements, verbal changes to these terms and conditions and other verbal agreements.
4. New versions of the GTC constitute an integral part of the agreement unless Buyer objects to them in writing within 14 calendar days from receipt.
5. In addition to these General Terms and Conditions, additional clauses for the handover of software products for industrial automation apply, which are hereby expressly referred to. The additional clauses, including the licenses, are sent after the purchase of the software products.

2. Offer and order

1. Offers are non-binding.
2. Orders, as well as verbal agreements thereon, must be confirmed in writing. Confirmation of the order is decisive. Documents attached to the offer or order, such as illustrations, drawings, scales, etc., are not binding unless they have been expressly marked as binding. We reserve the right of ownership and copyright to these documents. They may not be reproduced or made available to third parties without our knowledge.
3. Orders for revocation are only accepted with a deadline for acceptance. If acceptance does not take place within the agreed time limit, the completed instruments will be removed from stock without further notice or we will withdraw from our delivery obligation.
4. Additional information about a change in the customer's personal or financial relationships, e.g. stop payment, amicable settlement, bankruptcy proceedings, erroneous information, etc., shall entitle us to withdraw from the purchase contract or to set new terms and conditions (pre-invoice, cash on delivery).
5. The minimum order value for stock products is EUR 100,-, for production products EUR 250,-. The above condition is no longer valid if we send you a quotation for the requested goods with a lower value.
6. For series products with a discounted price and a minimum order quantity, which we will indicate in our quotation, we reserve the right, independently of your order, to deliver and invoice this minimum quantity. In the case of products that are complex from a production and technical point of view, the number produced may slightly exceed the quantity ordered. In these cases, a higher number of units will be delivered, which the customer undertakes to take away and pay for.
7. All the conditions mentioned in point 2 are also binding for all future business with our company.
8. Material facts must be notified to us exclusively in writing.
   

3. Price

1. All prices are non-binding in EUR, unless another currency is agreed. Unless otherwise agreed, prices are understood to be ex works, without packaging, with the addition of transport, insurance and other charges.
2. In the event of cost changes during the course of an ongoing business case, the Supplier reserves the right to re-price. This applies in particular to recall orders.
3. The choice of packing, packaging material, transport and insurance is left to the purchaser, will be billed and cannot be appealed.
4. The prices of our goods are quoted without VAT, which is calculated separately on our documents.
   

4. Delivery time

1. The delivery time is stated in the order confirmation and may differ from the delivery time stated in the quotation due to different production utilization. Partial deliveries of products are possible.
2. The delivery period shall be extended by the period during which the customer is in default of his obligations to the supplier.
3. The delivery period shall be extended in proportion to the occurrence of unforeseen obstacles, particularly in cases of force majeure.
4. In the event of unforeseen events, insofar as they change the economic significance or the content of the performance to a large extent, and in the event that the actual impossibility of fulfilling the order becomes apparent, the Supplier shall have the right to withdraw from the contract. If the Supplier wishes to exercise the right of withdrawal, it must notify the Customer without delay. Claims for damages by the Purchaser against such withdrawal are excluded.

5. Payment terms

1. Our invoices are payable in full at the indicated payment locations.
2. Payment terms other than those stated in the invoice shall only be effective if agreed in writing.
3. Promissory notes and cheques are only accepted for payment purposes. The decision to accept them, if any, is at our discretion; costs and charges shall be borne by the purchaser. The date of payment shall be the date on which we can dispose of the amount.
4. After the due date of the invoice, interest of 1.5% per month on the unpaid amount is payable. If our invoice is not paid on the due date, we shall be entitled to recover interest, all costs of reminders, collection, searches and enquiries as well as legal costs associated with this.
5. If the customer defaults on its payment obligations, stops its payments or fails to pay a bill or cheque, or important facts are discovered in the customer's relations, the entire remaining amount shall be due immediately. We shall be entitled to exercise the right to retain goods for deliveries not yet paid for or to demand payment in advance

6. Transfer of risk and transport

1. The risk passes to the customer when the delivered parts are handed over to the transport company, even in the case of partial deliveries or "franco" deliveries.
2. If shipment is delayed for reasons which the Supplier could not have prevented, the risk shall pass to the Buyer from the date the goods are ready for shipment.
3. All goods are subject to inspection prior to shipment. Notification of late delivery, damage to or loss from the shipment shall be made in writing by the consignee to the shipping company with a copy to the shipper no later than the next business day after delivery of the shipment. In the event of a later notification of the defect referred to in the preceding sentence, no claim can be made. Damages and losses during carriage, unless acknowledged and compensated by the transport company, shall be fully borne by the recipient.
4. The Supplier shall have the right to insure the risk of carriage at the expense of the Customer.

7. Installation and service

1. Installation work and maintenance services are charged separately. The price includes travel expenses, use of the official vehicle, the time spent by the worker in preparation, on the road and any extra charges for overtime and on days off or on rest days. If preparation or commissioning is delayed through no fault of the Supplier, the Customer shall bear all costs for downtime and for any additional necessary travel associated with these operations. The installation of the apparatus shall be deemed to have been completed by the test commissioning. If the installation is carried out by the customer or a third party authorised by the customer, the applicable operating and installation regulations of the supplier must be observed.

8. Warranty

1. We will rectify defects in goods supplied by us which are notified to us within the statutory warranty period in the manner of our choice or supply replacement goods, which we shall be entitled to do after an unsuccessful attempt at repair. Written notice of defects must be given to us no later than 14 days after delivery of the goods. In the case of obvious defects, immediately upon discovery. Upon repair or replacement, the right to cancel the contract shall be extinguished. Repairable defects do not oblige us to reduce the price. Replaced parts pass into our ownership and must be sent upon request. Consumables and parts for further processing must be inspected immediately after delivery and any defects must be reported immediately. For defects in parts and consumables that may have been detected before installation or processing, the supplier shall not be liable for any damage caused by them after processing or installation and cannot be reclaimed.
2. If the customer requests testing of goods supplied by us and indicates a defect for which we would be liable under paragraph 8.1, we will charge a fee for each instrument, part or part tested if it turns out that the claimed defect did not occur.
3. We are not liable for defects caused by the following:
   Inappropriate or incompetent use, faulty installation or commissioning by the customer or a third party, failure to follow our operating instructions, faulty or negligent handling, natural wear and tear, chemical, electrochemical or electrical influences, modifications not approved by us, or foreign interference.
4. Advice to the customer, especially on the use of the delivered instrument, is only binding on us if we have given it in writing or if we have confirmed the verbal agreement in writing. We only guarantee the suitability of the goods for certain purposes if this is expressly guaranteed in writing.
5. In the case of ordered repairs or service intervention, the customer's warranty claims are limited to the ordered and performed services.
   

9. Liability and Limitation

1. The prerequisite for liability is the fulfilment of the customer's usual contractual obligations. We are not liable for damages caused by incorrect or insufficient description of the operating conditions, improper handling or location, excessive loads and natural wear and tear. Furthermore, we are not liable for whether the delivered instruments comply with foreign regulations. A claim arising from the warranty as well as from defects found shall be deemed to be time-barred at the latest one month after written rejection by the supplier.
2. We shall only be liable for damages on any legal grounds if the damages are caused by
   (a) a gross breach of a contractual obligation (cardinal obligation) which jeopardised the fulfilment of the contract or
   (b) our gross negligence or wilful misconduct.
3. If we are liable under paragraph 9.2(a) for breach of a contractually important obligation, in the absence of gross negligence or wilful misconduct, the liability is limited to the extent of the damages that we would have expected to occur when we entered into the contract, based on the circumstances known to us at the time.
4. The limitation of liability pursuant to paragraph 9.3 applies equally to damages caused by the gross negligence or wilful misconduct of our employees or persons authorised by us who are not officers or directors of the company.
5. In the cases of paragraphs 9.3. and 9.4. we are not liable for indirect damages, consequential damages or lost profits.
6. We are only liable for the loss of data and programs and their restoration to the extent of paragraphs 9.1 to 9.4 and even then only if the customer could not have prevented this loss by measures taken, in particular by making regular backup copies of all data and programs.
7. The limitations of liability under paragraphs 9.2 to 9.6 shall also apply in favour of our employees and persons authorised by us.
8. Any liability for the absence of promised features shall be governed by the statutory provisions on product liability.
   

10. Property rights

1. We reserve title to the objects of delivery until all payments, including interest and costs associated with the delivery, have been received.
2. If the customer fails to pay the invoice for the delivery of the goods within the stipulated time, the goods shall remain the exclusive property of the supplier until full payment is made.
3. Until the goods have been paid for in full, they remain the sole property of the supplier even when resold to a third party, even in their built-in condition. Goods subject to our ownership may not be given as a deposit or used as a guarantee. The processing and incorporation of the delivered goods in our sole possession shall give rise to our co-ownership of the new goods. If the delivered goods subject to our exclusive ownership are resold, the exclusive ownership extends to the proceeds or the receivable, as the case may be.
4. If the buyer stops his payments, starts an attempt at conciliation or goes into bankruptcy, we are entitled to exercise the right to exclude or assign the right to consideration. In all cases of exercising exclusivity, only the value remaining after best value and deduction of all costs of resale, including examination, may be credited for the goods taken back.
5. We reserve the right of ownership of all designs, plans and projects developed by our company (copyright).
   

11. Recall

1. Correctly ordered and delivered goods are not accepted back. Storage, shipping and other costs incurred by arbitrary return of the delivered goods are the responsibility of the buyer.

12. Place of performance and seat of the court

1. The place of performance for all deliveries, services as well as for payments shall be our registered office in Bratislava. The exclusive place of jurisdiction for all disputes arising from and related to our business activities is the District Court Bratislava I.

Additional clauses to paragraph 1.4 of the GTC (General Terms and Conditions)

Supply of software products for industrial automation (drives, measurement, switching, control).

1. Subject matter of the additional clauses

1. Additional clauses serve to supplement and amend the "General Terms and Conditions" of JUMO Slovensko s.r.o., hereinafter referred to as "GTC" - according to the following provisions.
2. Subject to additional clauses is software that is supplied (whether or not free of charge) as part of the product or as a recommended accessory.
3. Additional clauses do not assume the obligation of the supplier to provide software maintenance services. These remain reserved to a separate agreement.
   

2. Transition of risks

As an addition to paragraph 6.1 of the GTC, the following applies:
When software is transferred via electronic communication media (e.g. via the Internet), the risk passes to the customer when the software leaves the supplier's sphere of influence (e.g. its server when downloading data and programs).

3. Data Loss Liability

As an addition to paragraph 9 of the GTC, the following shall apply:
If a defect in the delivered software causes the Customer to lose or damage data and programs, then the Supplier shall only be liable to the extent evident from paragraph 9.1 to 9.8 of the GTC.

4. Documentation

Documentation related to the software shall be obtained by the customer separately from the software only if the order confirmation would imply that the documentation will be delivered together with the software.

5. Simple License

1. The customer is granted the agreed user rights to the software according to the order confirmation or the software product data sheet.
2. The Supplier grants the Customer an unlimited but non-exclusive right to use the Software with the devices specified in the order confirmation or on the Software Product Data Sheet, whereby each Software delivered to the Customer may only be used on one device at any one time (single licence). If a single machine is used on multiple sites on which the software can be used separately, then the single licence applies to one site only.
3. The Subscriber may make copies of the Software that may be used solely for backup purposes (backup copies). Otherwise, the Customer may only copy the software under multiple licences.
4. The Customer is not entitled to modify, reverse engineer, translate or copy parts of the Software. The Subscriber may not remove alphanumeric or other markings from the data media and these must be transferred unaltered to backup copies.
5. The Subscriber may not remove any alphanumeric or other markings from the data media and these must be transferred unaltered to backup copies.
6. The Supplier grants the Customer a revocable right to assign the user rights to third parties. If the customer has acquired the software together with the device, then the software may only be assigned for use by third parties together with the device. The customer must enter into a written agreement with the third party, pursuant to which the third party shall be subject to the obligations arising from this contract. If the customer transfers the software to a third party, the customer shall be responsible for compliance with any requirements of the exporter and shall indemnify the supplier from this obligation.

6. Multiple licensing

1. To use the software for multiple devices or at multiple sites at the same time, the subscriber must have multiple licenses. A prerequisite for a multiple licence is the grant of a single licence, including written confirmation from the supplier of the number of permissible copies that the customer may make of the software transferred under the single licence. Under the multiple licence, the customer has an unlimited, non-exclusive and non-transferable right to make the number of copies specified in the written confirmation as well as to use the made copies according to the rules for single licences and to transfer them to third parties for use.
2. Similar to using software on multiple devices at the same time, it is used on networks at multiple sites without copying the software (network licence). The rules for multiple licences apply equally to network licences. The number of allowed sites corresponds to the number of copies allowed.
3. The Supplier shall comply with the instructions regarding the creation of copies sold by the Supplier together with the Multiple Licence. The Subscriber shall keep records of the retention of all copies and produce these to the Supplier on request. The Subscriber shall transfer the alphanumeric and other designations of the data carriers to all copies unchanged.

7. Liability for errors

As an addition to paragraph 10 of the GTC, the following applies:

1. The Supplier and the Customer agree that it is not possible to develop the Software to be error-free for all conditions of use. Software defects are considered to be those that have been substantiated by the purchaser and are reproducible. Software defects shall not be deemed to be the absence of device functions that are not guaranteed in the product datasheet, nor shall non-substantial deviations from the relevant documentation that occur in the latest version sent to the customer be deemed to be a defect. The Customer shall provide the Supplier with verifiable documentation on the nature and occurrence of the deviations and shall cooperate in the definition of the defects. Liability for defects shall not extend to those caused by deviation from the conditions of use anticipated and stated in the documentation.
2. As long as the supplied data carriers are defective, the customer can only require the supplier to replace the defective carriers with error-free copies.
3. However, the Supplier is obliged, at its discretion, to correct the error by sending a new release (update) or send a new version (upgrade) as a replacement. Pending the sending of a new release or version, the Supplier shall provide the Customer with a temporary solution for the purpose of rectifying the error, insofar as this is possible with reasonable effort and insofar as the Customer is unable to process important tasks due to the error. If the correction of the error fails, the Customer shall be entitled to a price reduction or withdrawal from the contract. If the supplier has provided the customer with multiple licenses, then the customer may make the number of copies corresponding to the multiple licenses from the new version sent as a replacement.
4. Detection and rectification of the defect shall be made at the discretion of the Supplier at the discretion of the Customer or Supplier. If the Supplier chooses to have the error corrected by the Customer, then the Customer shall provide the hardware and software and other operational resources free of charge, together with appropriate service personnel, if required, to ensure that the error correction is carried out within a reasonable period of time. The Customer shall provide the Supplier with the documents and information necessary for the rectification of the fault which are available at the Customer's premises. The Supplier may require the Customer to reimburse the Supplier for costs incurred in rectifying the fault at the Customer's premises, such as transport, travel and subsistence costs.
5. If the error claimed by the purchaser is not reproducible, is caused by the purchaser's faulty operation, or is otherwise excluded from liability for errors, then the supplier may seek reasonable compensation for the software check as well as reimbursement for transportation, travel, and subsistence costs incurred.
6. For software in which the customer or a third party has used an interface option offered by the supplier (RS232, RS485, PROFIBUS, ...), the supplier provides a guarantee only for the interface.
7. The Supplier does not warrant that the software sent will be compatible with the operating system (environment) used by the Customer for data processing, in particular with software and hardware products.
8. The customer must implement all necessary, claimable and feasible measures to prevent or limit the consequences of damage due to software errors. In particular, he must notify the supplier immediately of the error and ensure that programs and data are backed up.