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General Terms and Conditions

1 DEFINITION OF TERMS AND RELATIONSHIPS

1.1 The General Terms and Conditions (hereinafter referred to as GTC) define terms and relationships in normal business cooperation between the buyer and seller, unless these relationships are otherwise specified in a separate agreement. The GTC are published on the website of PRINTEL, s. r. o. (www.printel.sk) and are also available at the company's registered office.

 

1.2 The warranty and complaint terms and conditions of PRINTEL (hereinafter referred to as the WCT) are an integral part of the GTC. The WCT are published on the PRINTEL website and are also available at the company's registered office.

1.3 The buyer is any customer (hereinafter referred to as the buyer) who places an order and purchases goods and services from the seller on the basis of these GTC, unless other conditions are specified in a separate agreement.

1.4 A dealer is any legal or natural person purchasing goods and services from the seller for the purpose of resale to a third party and acting as a customer (hereinafter referred to as the buyer) under these GTC, unless otherwise agreed in a separate dealer agreement. The dealer relationship specified in a separate dealer agreement may have different terms and conditions than those set out in these GTC. The right to sell the subject matter of the agreement to a third party must be evident from the current extract from the Commercial Register.

1.7 The payer is a buyer who enters into a contractual relationship with the seller but orders the subject matter of the performance with the intention that it will be used by another user or customer. As the user of the subject of performance, the latter is authorised in writing by the payer to take delivery of the subject of performance and to conduct all further negotiations in connection with its use.

1.8 Only a person authorised to do so, the statutory body of the buyer or other authorised persons may act on behalf of the buyer, i.e. negotiate acts that result in any obligations towards the seller. Other persons may act on behalf of the buyer only on the basis of a written power of attorney, which they shall submit to the seller during the negotiations.

1.9 The seller is PRINTEL, s. r. o., registered in the Commercial Register maintained by the District Court of Trenčín in sections: SRO, file no. 12135/R (hereinafter referred to as the seller).

1.10 Seller's registered office:

Max Brose 3224/12, 971 01 Prievidza

1.11 Seller's identification:

Company ID: 36313726; VAT ID: SK2020077928

1.12 Seller's contact details:

Tel: +421 (46) 543 90 32,

Mobile: +421 (908) 523 969

Fax: +421 (46) 518 604 6

e-mail:

§ info[at]printel.sk for general information

§ obchod[at]printel.sk for business information

For more details, see the Contacts section.

 

1.13 Seller's business hours at the company's headquarters:

On working days from 8:00 a.m. to 4:00 p.m.

1.14 The salesperson is an employee of the seller who is authorised and empowered to represent the seller in business negotiations.

1.15 The contracting parties are the buyer and seller entering into a mutual business relationship initiated by an oral or written request from the buyer and an oral or written offer from the seller.

1.16 An offer is a written document prepared and submitted by the seller on the basis of a preliminary request from the prospective buyer or an analysis carried out. In addition to the basic identification data of the future contracting parties, the offer contains the services offered, a description and parameters of consumables, or other components of the functional system, as well as basic prices, any discounts, delivery and payment terms, and other provisions related to the performance of the subject matter of the contract. The offer is valid for 30 calendar days, unless otherwise stated. The seller reserves the right to change the details of the offer after its expiry. Annexes to the offer, such as brochures with product specifications, marketing materials and the like, are for information purposes only, unless they are expressly marked as binding.

1.17 An order is a written document confirming a unilateral legal act of the buyer in relation to the seller, expressing a request to receive precisely specified goods and services from the seller. The details of an acceptable order are listed below.

1.18 A purchase contract is a written document signed by both contracting parties, which specifies in detail the subject matter of the contract and all other circumstances and conditions governing the delivery of goods and services from the seller to the buyer. In addition to specifying the subject matter of the contract and other delivery conditions, the purchase contract must contain all the requirements of the order and, in terms of these GTC, is considered an order (hereinafter referred to as the order).

1.19 Deliveries of goods and services (hereinafter referred to as the "subject of performance") are the sum of all sold equipment, components, spare parts, consumables, software developed by the seller and third parties, licence rights to these programmes, and services provided to ensure the functionality of this equipment or system. The seller reserves the right to change and supplement the range of goods and services offered.

1.20 The fulfilment of the seller's obligation, i.e. the delivery of the subject of performance (hereinafter referred to as "delivery"), is the moment of handover of the goods or services to the buyer or the first carrier. Partial performance is possible by agreement and the buyer is not entitled to refuse it.

1.21 For the purposes of these GTC, accompanying documentation is characterised as a set of documents with precise specifications of the contracting parties, authorised persons, the subject of performance being delivered, delivery and payment terms, and containing other information necessary for the fulfilment of the contractual relationship, such as the price and VAT rate, number of items, scope of services, licence conditions, delivery dates, place of performance, etc. These documents include, in particular: delivery note, acceptance report, installation report, acceptance report, service report, invoice, credit note and others, which must contain the particulars specified by the relevant legal provisions and, in principle, require the form of a signed original.

1.22 A complaint is a unilateral legal act of the buyer with the aim of exercising rights arising from liability for quality or defects in the subject of performance. Complaints are governed by the provisions of the seller's warranty and complaint conditions, which form an integral part of these GTC.

1.23 The due date is the date set by the seller by which the entire purchase price, including VAT, must be credited to the seller's account. The standard due date for payment by bank transfer is 7 days, which may only be extended in exceptional cases on the basis of a special agreement between the contracting parties. For more details, see the payment terms below.

2 VALIDITY OF THE GTC

2.1 These GTC are binding and apply in full to all business transactions until all rights and obligations of the contracting parties have been settled in full, unless the seller and buyer agree otherwise in a written contract.

2.2 Deviations from these GTC are valid and effective only if confirmed in writing by both parties. Different written agreements between the parties take precedence over the provisions of these GTC.

2.3 By verbal agreement or by signing legally binding documents aimed at establishing a contractual relationship between the contracting parties regarding the delivery of the subject of performance, the parties accept that their mutual contractual relationship will be governed by the relevant provisions of the Commercial Code, as amended. The establishment of the negotiated contractual relationship is always conditional upon the acceptance of the buyer's written order.

2.4 In the event that any provision of these GTCs conflicts with legal regulations establishing consumer protection, such provision of the GTCs shall not apply to the legal relationship between the contracting parties and the relevant legal regulation shall apply.

2.5 The buyer accepts the validity of the GTC by purchasing goods or services from the seller, and they shall thereby become valid for the buyer.

2.6 Anyone authorised to act on behalf of the buyer shall confirm this with their signature, either under the text of the terms and conditions or on any other accompanying document (such as an order, purchase contract, delivery note, service report, etc., according to point 1.21 of these GTC) or in any other form, that they are familiar with these terms and conditions and at the same time declares that they accept the terms and conditions without reservation in their current version.

3 OFFER AND ORDERING OF THE SUBJECT OF PERFORMANCE

3.1 Individual business transactions are concluded on the basis of a prior offer by the seller and a subsequent order by the buyer, which must be in writing and sent by post, fax or e-mail.

3.2 Verbal orders are only accepted in exceptional or pre-agreed cases.

3.3 The order must contain the following essential information:

§ the buyer's business name and registered office,

§ name and signature of the person authorised to act on behalf of the buyer in the matter,

§ the buyer's ID number and VAT number,

§ details of the entry in the commercial or trade register,

§ the buyer's bank details,

§ exact name of the ordered subject of performance (e.g. type designation of goods, required services, software and licence conditions, etc.) and its quantity,

§ delivery and billing address (especially if different from the buyer's registered office),

§ agreed or requested performance date,

§ name of the person authorised to take delivery of the subject of performance and their contact details,

§ name of the seller's employee handling the business case,

§ other specific requirements for the subject of performance, such as:

  • Graphics must be sent in the following format: AI or CDR, 300 dpi, CMYK, in curves. Colours must be defined in the PANTONE scale. Otherwise, it is not possible to ensure sufficient print quality. The customer also acknowledges that colour shade deviation in flexographic printing normally ranges from +- 10%.
  • When placing an order, the customer specifies the required technical material and dimensional parameters of the label, the parameters of rotation and winding of the label, usually in millimetres, according to the figure - in particular the height of the label = v, width = w, roll width = Š, core diameter = d, roll diameter = D, gap between labels = g, corner rounding = r, label rotation = ROT, outer OUT or inner IN label winding and number of pieces per roll (pcs/roll). The same applies to thermal transfer ribbons. The dimensional tolerances of the individual parameters are standard: +- 0.1mm for the cut-out of the labels themselves (label body), +- 1.0mm for the carrier strip ( ) / cutting and portioning / core parameters and other parameters. If the customer does not specify any of the parameters, the seller assumes that this parameter can be adapted to its capabilities or common standards.
  • The customer approves the submitted electronic proof in writing with regard to the graphic design, format, size and colour of the label, the accuracy of the content + layout and grammatical correctness of the texts, barcodes and other graphic objects. Once approved, the label enters the production stage and no further changes can be made without additional financial costs.

3.4 The seller has the right to refuse or suspend performance and request the completion of missing essential details of the order within a reasonable period of time provided to the buyer. If this period expires without result, the order shall be deemed never to have been delivered.

3.5 The Seller reserves the right to verify the validity of the order at any time, for example by telephone verification of the identity and authorisation of the signatory, or by verification of the signature on the written order. If any discrepancy is found, especially in the details of persons authorised to order goods or services on behalf of the buyer, the seller is entitled to refuse to fulfil the order.

3.6 Upon receipt of the order from the buyer, the seller shall confirm its acceptance by email as follows: confirmation of receipt of the order text ("thank you for your order,..") sent immediately after receiving the order, but no later than within 6 hours, and further written confirmation of acceptance of the order on our part, which we usually send within 24 hours of receiving the order. Verbal confirmation or other forms of written confirmation of order receipt are only possible in exceptional cases, if time or other delivery conditions make it necessary.

3.7 The seller may also accept an order that is delivered after the expiry of the offer's validity period, but reserves the right to adjust the prices, delivery conditions or other details of the ordered item of performance in accordance with the current conditions. The seller is obliged to inform the buyer of these facts without delay and to request written consent to the changes.

3.8 If all items in the order are clearly formulated and specified, the seller is obliged to confirm acceptance of the order within 3 working days of receipt at the latest. By sending the order confirmation to the buyer, a contractual relationship between the contracting parties is established at that moment.

3.9 The seller assumes the normal use of the subject of performance in accordance with the specifications set directly by the manufacturer. All specific requirements of the buyer for the subject of performance must be clearly stated in the order.

3.10 If the seller is unable to fulfil any of the items specified in the order under the required conditions, it shall provide the buyer with a new offer specifying an alternative solution and shall request the buyer's consent.

3.11 The seller's employees are not authorised to negotiate additional verbal agreements or give verbal confirmation beyond the scope of these GTC, written contracts or confirmed orders.

3.12 Cancellation of an order by the buyer:

After receiving confirmation of the order from the seller, the buyer has the right to cancel the order only if the seller demonstrably fails to fulfil the agreed terms of delivery of the subject of performance.

In the event of cancellation of a confirmed order, the buyer is obliged to compensate the seller for any damage incurred as a result of this action. The seller shall exercise the right to compensation for damages, especially in the case of the purchase of goods according to the buyer's specific order or if demonstrable costs have already been incurred in connection with the procurement of these goods.

The seller has the right to charge the buyer a cancellation fee of up to 50% of the price of the subject of performance or its cancelled part for the standard range and 75% of the price for the range specially ordered for the buyer to cover the costs reasonably incurred in connection with the change or cancellation of the order, unless otherwise agreed in advance.

3.13 Cancellation of an order by the seller:

The seller reserves the right to cancel an order or part thereof in the following cases:

§ the order could not be bindingly confirmed to the buyer due to its unavailability,

§ the ordered item is no longer manufactured or supplied, or its price or technical or utility parameters have changed significantly. In such a situation, the seller shall immediately contact the buyer to agree on further steps. If the buyer has already paid part or all of the purchase price, this amount will be credited to their account,

§ the buyer demonstrably fails to meet the agreed terms of delivery of the subject of performance.

4 PRICE OF THE SUBJECT OF PERFORMANCE

4.1 The prices of individual goods, products and services of the seller are specified in specific price offers tailored to the customer's requirements.

4.2 The prices stated in the seller's written offer or the prices valid at the time of order acceptance shall apply to the price calculation of the specific subject of performance.

4.3 Price lists issued or published by the seller, as well as verbal and telephone information about the prices of the subject of performance, are for informational purposes only, are non-binding and cannot be enforced by the buyer. They only become binding when included in a specific price offer for the subject of performance.

4.4 The seller reserves the right to change the technical and utility parameters of the subject of performance without prior written notice.

4.5 The seller is not responsible for errors arising from the external printing of commercial, technical and marketing materials.

4.6 The prices of the subject of performance stated in the price offer also include separate items related to the services provided. The buyer is also obliged to state the request for the provision of related services in the order.

4.7 The seller may publish some prices in offers in foreign currencies. When invoicing a business transaction, these prices are converted at the current exchange rate (VUB bank, foreign currency sale) on the date of issue of the delivery note or tax document, unless otherwise agreed in advance.

4.8 Based on a prior mutual agreement, the seller may also issue an invoice in a foreign currency (e.g. USD), which the buyer shall pay in this currency to the seller's account.

4.9 Some prices of imported goods quoted in € are linked to the current exchange rate of € to foreign currency (e.g. USD), which is stated in the price list. The seller reserves the right to unilaterally increase the price of specific goods in the price list and also of goods already ordered compared to the price stated in the price list, in the offer or in the buyer's order received, if between the date of validity of the price list, the submission of the offer or confirmation of acceptance of the order for the subject of performance and the date of payment of its purchase price by the buyer, the exchange rate of the foreign currency against the euro increases by more than one per cent (1%) according to the exchange rate list of the National Bank of Slovakia (NBS). In such a case, the seller has the right to unilaterally increase the price of the goods by an amount equal to the percentage increase in this exchange rate.

4.10 The price is understood to be the price at the seller's warehouse, unless otherwise agreed in a separate contract.

4.11 The price stated in the price list or in the offer includes all costs incurred by the seller in connection with the procurement of the subject of performance to its warehouse, packaging of the goods, labelling, attachment of all relevant documents, manuals, etc., payment of previous customs, import and other fees stipulated by current legislation, recycling fund fees, costs associated with the protection and insurance of the goods, and other related costs included in the price, unless otherwise agreed in a separate contract.

4.12 By accepting these GTC, the buyer confirms that they are familiar with the price list and accept the prices stated therein.

4.13 The price is payable on the date specified in the invoice or in accordance with the payment terms below.

5 DELIVERY AND ACCEPTANCE TERMS

5.1 The Seller shall deliver the subject of performance to the Buyer according to the current stock of specific goods, their availability from the manufacturer and the implementation and operational possibilities of the ordered services in the shortest possible time, usually within 5-7 working days, or as agreed.

5.2 If the ordered goods are available for collection earlier, the buyer will be informed in advance in the agreed manner.

5.3 In the case of deliveries of more extensive items of performance associated, for example, with the import of specific goods not normally held in the seller's warehouse, the development of customer- nd software, the provision of professional services, etc., the delivery shall be handled according to the terms agreed in advance.

5.4 In exceptional and objectively justified cases, the seller may extend the performance deadline, but shall immediately notify the buyer of this circumstance.

5.5 The delivery period shall only become binding if it is specified in the contract or in the order confirmation by the seller. In other cases, the delivery period is only informative and failure to meet it cannot be considered a serious breach of the terms of the contract.

5.6 The seller has the right to refuse performance without any penalties on the part of the buyer if this would commit the seller to performance that is impossible, disadvantageous or clearly contrary to the usual rules. Furthermore, the seller is entitled to act in this manner if the buyer has not settled all obligations to the seller due on the date of issue of the order or agreed delivery. In such a case, the seller is also entitled to extend the agreed delivery date by the period during which the buyer is in default with the fulfilment of its contractual obligations towards the seller.

5.7 The performance deadline shall be deemed to have been met upon delivery of the subject of performance to the buyer at the seller's registered office, or upon handover by the seller's authorised employee at the place of performance requested by the buyer and agreed in advance, or upon handover of the subject of performance to the first domestic carrier.

5.8 The place of performance is the seller's registered office, unless otherwise agreed in advance. If the buyer requests a different place of performance, this place shall be the buyer's registered office or another place specified in the order and also in the seller's order confirmation.

5.9 If the buyer does not specify an address other than the place of performance, the place of delivery shall be the buyer's registered office. If multiple addresses are specified, the seller may fulfil the delivery by delivering to any of these addresses, unless the place of performance is precisely specified in the buyer's order. This also applies if the order does contain a specification, but delivery of the subject of performance to the specified address may be impossible or significantly difficult.

5.10 Transport and other related costs associated with the delivery of the subject of performance to a place other than the seller's registered office shall be borne by the buyer, unless otherwise agreed in a separate contract. If the buyer requests transport of the subject of performance to the place of performance, they shall clearly state this requirement in the order. The seller shall accept this request in the order confirmation and, depending on the nature of the subject of performance, shall choose an appropriate and reasonable method of transport (e.g. by post, courier service, own transport, etc.).

5.11 If the subject of performance is transported according to the buyer's transport instructions, the risk of loss, damage and destruction shall pass to the buyer at the moment of handing over the subject of performance to the first carrier for the purpose of transporting the subject of performance.

5.12 If the buyer fails to take delivery of the subject of performance through their own fault despite the previously agreed method and date of transport (e.g. the buyer's authorised representative is not present at the time of delivery, etc.), the costs associated with repeated delivery shall be borne in full by the buyer.

5.13 The buyer is obliged to take delivery and immediately check the completeness, quantity and type of the ordered and delivered subject of performance and its compliance with the accompanying documentation (e.g. delivery note, acceptance or service report, etc.), if the nature of the subject of performance allows it, or unless otherwise agreed in a separate contract.

5.14 If, upon acceptance of the subject of performance, a discrepancy with the accompanying documentation is found, visible damage to the packaging or delivered goods is apparent, or a difference in the quantity and type of the subject of performance delivered is found, the buyer is obliged to immediately inform the seller or the delivery person of these facts in writing. If the buyer does not file a written complaint with the seller within two working days of taking delivery of the subject of performance, the seller has the right not to accept this type of complaint.

5.15 If the buyer discovers physical damage to a shipment delivered by a carrier, they must draw up a report with the carrier on the spot in order to claim insurance for the damaged goods.

5.16 Any discrepancies or inaccuracies in the list of serial and type numbers and the serial and type numbers indicated on the specific goods delivered and accepted shall also be considered non-compliance with the accompanying documentation. Upon acceptance of the subject of performance and its commissioning, the buyer is obliged to check the conformity of these numbers on the goods and in the relevant documentation. If such a discrepancy is found, the buyer is obliged to inform the seller in writing of the findings within two working days of taking delivery of the subject of performance. The seller shall ensure, within 10 working days of notification by the buyer, that the registration data is reconciled with the actual state of the delivered subject of performance by issuing a new delivery note or by other appropriate means. If the buyer does not notify the seller of the discrepancy in a timely manner, the difference between the serial number of the goods and the serial number stated in the delivery note shall not constitute grounds for a complaint.

5.17 Confirmation of receipt of the subject of performance is usually considered to be the signature of the buyer's responsible person on the accompanying documentation, which is usually a delivery note, invoice, takeover, acceptance or service protocol, etc. Such confirmation must contain the proper identification of the buyer in accordance with the extract from the commercial register or trade licence and the name and surname of the person confirming the acceptance.

5.18 The buyer acknowledges that the selected carrier is not obliged to verify the conformity of the data stated in the confirmation with the data according to the extract from the commercial register or trade licence. The buyer bears full responsibility for compliance with the above procedure and the correctness of the data provided. The buyer is also fully responsible for ensuring that the goods have been accepted by a person authorised to do so. In the event of any subsequent doubts about the delivery due to unclear or inaccurate identification of the buyer on the documents, the delivery shall be considered duly delivered and accepted by the buyer.

5.19 Based on a prior agreement, the subject of performance may be delivered in the following ways:

§ Slovak Post or another transport service on a cash-on-delivery basis,

§ Slovak Post or another transport service with payment of transport costs specified on the seller's invoice,

§ by the seller's transport with payment of the transport costs specified on the seller's invoice,

§ by another method agreed in advance by the contracting parties.

When shipping goods, the seller charges the buyer a fee for postage and packaging, unless otherwise agreed.

5.20 The seller is obliged to deliver the subject of performance in suitable packaging for the agreed method of transport in order to prevent damage to the goods during transport. Used packaging and fixing materials shall be returned only if agreed in writing.

5.21 The seller is not obliged to insure the goods against damage during transport, unless otherwise agreed in the contract with the buyer. At the buyer's request, the seller shall arrange for the necessary insurance of the shipment at the buyer's expense. However, if the nature of the goods requires insurance for the protection of the goods (fragile, etc.), the goods shall be insured automatically at the buyer's expense.

5.22 The buyer is obliged to immediately inform the seller in writing of any changes in the persons authorised to take delivery of the goods and sign the accompanying documents, as well as of any changes in the addresses for delivery. A breach of this obligation cannot be a reason for questioning the acceptance of the delivery by the buyer and relieves the seller of any responsibility for delay or damage.

5.23 If, in the case of agreed personal collection at the seller's premises, the buyer is in delay with the acceptance of the paid subject of performance or the subject of performance prepared for release on the basis of a previous agreement on payment by invoice with a specified due date, i.e. does not take delivery of the subject of performance within the agreed period, the seller is entitled to store the subject of delivery at the buyer's risk and expense.

5.24 During the period of delay in taking delivery of the subject of performance after the expiry of 5 calendar days from the agreed date of acceptance, the buyer shall pay the seller a flat-rate storage fee of €2 for each day of storage commenced, unless otherwise specified, as compensation for the storage costs incurred.

5.25 The maximum period for which the seller may store the subject of performance for the buyer depends on the seller's internal conditions. After this period has expired, the seller is entitled to send the subject of performance to the buyer at the buyer's specified delivery address at the buyer's expense and risk.

5.26 Delay in taking delivery of paid goods does not affect the due date of the issued invoice. The buyer is not entitled to request an extension of the due date stated on the invoice containing the subject of performance, with which the buyer is in delay with its acceptance.

5.27 The customer acknowledges that, due to the production technology used, the quantity delivered may vary by +- 5% from the order; as a rule, either the exact quantity ordered will be delivered or an increase of up to +5% of the order quantity. The exact quantity delivered will be invoiced.

6 INSTALLATION AND VERIFICATION OF THE FUNCTIONALITY OF THE SUBJECT OF PERFORMANCE

6.1 If the nature of the subject matter requires installation at the buyer's premises and if the buyer orders this installation as a service, it shall be performed by the seller as a paid service, usually on the delivery date or on another date agreed with the buyer's responsible person. The buyer undertakes to create the necessary conditions for the seller to carry out the installation on the agreed date and, if necessary, to ensure the appropriate storage of the installation components in a manner appropriate to their nature and value until the installation is carried out.

6.2 If the subject of performance (installation) is the delivery of equipment whose functionality requires prior configuration and loading of the relevant software on the basis of a mutual agreement between the buyer and the seller, this requirement must be included in the order, purchase contract or contract for work and must be specified in detail in the relevant project documentation. The seller shall hand over this equipment to the buyer configured and with the software loaded on the basis of an acceptance protocol. On the day of delivery, a 30-calendar-day trial period shall commence. During this period, the buyer shall be obliged to test all functional aspects of the subject of performance and its individual parts and to immediately inform the seller in writing of any non-compliance with the pre-agreed conditions of functionality. During this period, the seller reserves the exclusive right to access the settings of these devices, their replaceable parts or configurable parameters. If, during this period, the buyer does not raise any objections to the functionality of the system or any part thereof, the trial operation shall be deemed to have been completed and the entire subject matter of performance shall be deemed to be fully functional and approved by the buyer. The relevant provisions of the seller's warranty and complaint conditions apply to the settings, configuration and uploading of software resources.

6.3 The buyer ordering the installation of the subject of performance is obliged to ensure access for the seller's authorised employees to its premises where the installation is to take place and to create the necessary conditions for installation there, including the presence of the buyer's responsible employees. The scope of the conditions must be specified in advance in accordance with the seller's usual practices and requirements for a smooth installation process. The buyer must also ensure the cooperation of third parties if required by the nature of the installation.

6.4 If the buyer does not provide the seller with the required cooperation during the preparation and installation itself, or does not create the conditions for the successful installation of the subject of performance, the seller is entitled to charge the buyer for the costs associated with the prevented performance. If the seller's new attempt to install the subject of performance remains unsuccessful for reasons attributable to the buyer, the seller is entitled to refuse to install the subject of performance or to suspend the installation until the situation is resolved. The seller's obligation to install the subject of performance shall be deemed fulfilled on the day when the repeated attempt to install the subject of performance at the buyer's premises remains unsuccessful.

6.5 Organisational and technical problems of a third party, whose cooperation the buyer is obliged to ensure, shall also be considered a reason for suspending the installation or for billing the costs associated with the prevented installation.

6.6 The seller shall carry out the installation at the buyer's premises during normal working hours, i.e. on working days from 8:00 a.m. to 3:30 p.m. If the buyer's operational reasons require installation at a different time, this request must be agreed, ordered and confirmed in advance and will be charged at the agreed price or according to the seller's valid price list for services.

6.7 The installation of the subject of performance shall be deemed completed by demonstrating that the relevant product is working properly, by handing over the documentation, by training the buyer's operators or by otherwise demonstrating the standard operating condition, unless otherwise agreed in a separate contract. The authorised representatives of the contracting parties shall draw up a handover or acceptance protocol or other document confirming the functionality of the system upon installation of the subject of performance at the buyer's premises.

6.8 The seller shall be responsible for the suitability of the subject of performance for a specific purpose and for its usability in the buyer's existing system only if this is stated in writing in the previous offer, order confirmation or other written agreement.

6.9 If the buyer requests the installation of the subject of performance contrary to normal use or a previous agreement, even though the seller has been notified of this fact, the seller is entitled to suspend the installation and supplement the subject of performance with a new proposal for related components, system measures and services aimed at meeting the buyer's requirements, or to install the subject of performance under changed conditions or to completely refuse the buyer's requirements due to their unfeasibility. The demonstrable costs incurred by the seller in connection with resolving this situation shall be borne by the buyer.

6.10 The fact that the installation of the subject of performance cannot be carried out in a manner that was not agreed in advance and specified in the order confirmation or in another contractual document cannot be a reason for the buyer to withdraw from the contractual relationship.

7 PAYMENT TERMS AND TRANSFER OF OWNERSHIP RIGHTS

7.1 The usual payment terms for deliveries of the standard range of goods by the seller are considered to be:

§ advance payment by bank transfer to the seller's bank account, i.e. payment of an advance invoice issued by the seller in advance,

§ cash on delivery payment via an agreed shipping company, whereby the delivery of the subject of performance by cash on delivery must be agreed in advance and the seller has the right to charge the amount for cash on delivery and packaging (according to the price list of the company selected to mediate the cash on delivery) in addition to the price of the performance,

§ payment of the invoice by transfer to the seller's bank account after receipt of the subject of performance at the time of its maturity under the pre-agreed conditions specified in a separate agreement.

7.2 When paying an advance invoice, the buyer may only take delivery of the subject of performance after the purchase price has been credited to the seller's account. After the taxable performance has been carried out, the buyer will receive a proper tax document. In pre-agreed cases, the seller may also accept confirmation of the transfer of payment, e.g. the original statement from the buyer's bank account showing the payment.

7.3 The standard invoice payment period is set at 7 calendar days. In justified cases, the contracting parties may agree on a different payment period in a separate contract.

7.4 Payment means the payment of the entire invoiced amount, including VAT, in a single sum to the seller's account. In special cases, the seller may also agree to partial payments using one of the above-mentioned payment methods, according to the terms agreed in advance in a separate agreement.

7.5 If the buyer requests a change or adjustment to the usual payment terms, this request must be submitted in advance to the seller, who has the right to refuse it if such action would expose them to the risk of financial loss. Any approved and agreed change must be stated in writing in the buyer's order and in its confirmation by the seller, or in another contractual document dealing with the specific business case. The adjustment of payment terms does not affect the agreed price of the subject of performance and is always negotiated individually with the buyer at the seller's discretion.

7.6 If, for any reason, the buyer is unable to pay the full amount stated on the invoice issued by the seller within the due date, they are obliged to notify the seller of this fact immediately. The seller reserves the right to assess the seriousness of this fact for its own financial management and, if the buyer's reasons are accepted, may agree to change the payment terms.

7.7 If the buyer fails to pay the full amount stated on the seller's invoice by the due date and the contracting parties fail to agree on a change in the payment terms, the seller is entitled to charge the buyer a contractual penalty of 0.05% of the amount owed, including VAT, for each day of delay from the original due date of the obligation until its full payment, but for a maximum of the first 30 calendar days. If the buyer's delay lasts longer than 30 days, the seller is entitled to demand a contractual penalty of 0.1% of the purchase price owed and is also entitled to withdraw from the purchase contract.

7.8 Withdrawal from the contractual relationship must be in writing and is effective upon delivery to the buyer or upon receipt of a fax or e-mail on the buyer's device. In such a case, the buyer is obliged to return everything obtained under this contract at their own expense and risk.

7.9 The buyer's obligation to pay their obligation to the seller in full and on time is fulfilled on the date the agreed amount is credited to the seller's account specified on the invoice.

7.10 The risk of damage to the subject of performance passes to the buyer upon its acceptance, confirmed by the signature of the accompanying documentation by an authorised person. Until full payment of the price, the subject of performance remains the property of the seller, even if it is incorporated into any system that is the property of the buyer or used by the buyer. The complete or partial loss of the subject of performance, its provision as collateral or the establishment of a security transfer of rights or other contractual relationship to the subject of performance in favour of a third party is excluded without the consent of the seller.

7.11 If the seller is entitled to take back the subject of performance due to non-payment of the performance price, the buyer grants the seller the irrevocable right to enter the premises where the subject of performance is located at the usual time for the purpose of removing the subject of performance.

7.12 If the buyer has not fulfilled its obligation to pay the price for the subject of performance on time and in full, or has otherwise breached the agreed or usual terms and conditions of the contractual relationship , the seller is entitled to suspend the provision of performance or services related to the subject of performance until the obligation has been paid in full, including the agreed interest (penalty) or contractual penalties for late payment.

7.13 The seller is entitled to exercise retention of title in accordance with these GTC.

8 WARRANTY RIGHTS AND LIABILITY FOR DEFECTS

8.1 If a defect occurs in the purchased item, the buyer is entitled to claim it during the warranty period.

8.2 The rights and obligations of the contracting parties when exercising the buyer's rights arising from liability for defects are governed by the seller's warranty and complaint conditions, which form an integral part of these GTC.

9 RETURN AND EXCHANGE OF THE SUBJECT OF PERFORMANCE

9.1 The buyer has the right to return or request an exchange of the subject of performance within 14 days of proper receipt for goods that were not custom-made (such as standard hardware or TTR tapes, but not labels or software) that were ordered in good faith by mistake, provided that the goods are returned clearly unused and undamaged, in undamaged and unopened original packaging. If the above conditions are met, the seller undertakes to take back the subject of performance or exchange it for another requested assortment or type.

9.2 The goods may only be returned by mutual agreement between the seller and the buyer. The seller charges a cancellation fee of 3% of the price, but at least €4, for the return of ordered and correctly delivered goods. The cancellation fee for the exchange of the subject of performance is calculated only as the difference in price by which the originally delivered subject of performance exceeds the price of the exchanged assortment or type.

9.3 The return or exchange of the subject of performance shall be based on new confirmed accompanying documents, for which the seller shall issue an appropriately adjusted invoice or credit note.

9.4 If the returned or exchanged item also contains software that was ordered by mistake but duly delivered and already installed on hardware not supplied by the seller, the buyer is responsible for ensuring that these programs are properly uninstalled and permanently deleted from the relevant devices, including all versions and licences, at the time of the request for return or exchange. In order to protect copyright and licence rights, the seller reserves the right to check this procedure, which the buyer must allow.

9.5 Properly ordered and seller-provided services that were part of the buyer's erroneous order cannot be returned. The buyer is obliged to pay for them in full according to the order, even if these services or their results will never be used in the future.

10 RENTAL FOR A FEE

10.1 A buyer who does not have suspended deliveries of goods, or a future buyer, may be provided with a service of lending goods for demonstration, testing and possible development of their own application. The request for the loan of goods must be in writing and must contain the same information as when ordering goods. The requested loan period may not exceed the invoice due date, unless otherwise agreed. Upon acceptance of the loan, the buyer shall receive a loan protocol with the current price of the goods including VAT, the specified loan period and other usual requirements establishing a proper contractual relationship. By submitting a proper loan request, the buyer also confirms that they have been informed of and accept the rental price according to the currently valid price list and the agreed loan terms.

10.2 The seller reserves the right to refuse to lend the goods or to shorten the loan period if they suspect that the loaned item may be used for commercial purposes, may be used inappropriately by the buyer, which would lead to its depreciation, or may otherwise be handled inappropriately.

10.3 The buyer is obliged to return the complete subject of the loan to the seller's warehouse no later than on the last day of the loan period. After the correct return of the goods, the loan protocol will be concluded with confirmation to the buyer that the subject of the loan has been returned complete, undamaged and within the specified time.

10.4 If the subject of the loan also includes software installed on hardware devices not supplied by the seller, the buyer is responsible for ensuring that these programmes are properly uninstalled and permanently deleted from the relevant devices, including all versions and licences, at the time of returning the loan. In order to protect copyright and licence rights, the seller reserves the right to check this procedure, which the buyer must allow.

10.5 The buyer undertakes to treat the subject of the loan throughout the entire loan period as foreign property, with care, only in accordance with the manufacturer's or seller's specifications, and for presentation or testing purposes. The buyer is not entitled to provide the loaned item to a third party under any circumstances without the seller's consent.

10.6 The buyer is fully responsible for the loaned item and must ensure that it is handled in such a way as to prevent its possible loss, damage or theft.

10.7 If the loaned item is returned incomplete or damaged, the buyer shall also be charged the actual costs of any repairs, replacement parts used or completion of the goods.

10.8 If the loaned item also contains consumables, the buyer is obliged to pay for new consumables in the consumed or adequate amount according to the valid price offer.

10.9 The buyer is obliged to pay rent for the loaned item at the rates according to the seller's current price list. The costs associated with packaging and transport of the loaned item to and from the buyer shall be borne by the buyer. Within 7 days after the proper return of the loaned item, the seller shall issue an invoice to the buyer with a statement of the rental period and any other related costs, such as transport, packaging, any repairs, used spare parts, assembly, and the price of consumables, with a standard payment term of 7 days.

10.10 If the buyer fails to return the loaned item within the agreed time or returns only part of it, this entitles the seller to believe that the buyer has not returned the loaned item with the intention of purchasing it or is unable to return the loaned item (e.g. due to theft, complete destruction by a natural disaster, etc.). This entitles the seller to establish a business case and issue a proper invoice for the entire loan amount or the unreturned part. The seller shall immediately send the invoice to the buyer, who is obliged to pay the full invoiced price, including VAT, within the standard payment period of 7 days. Until the full invoiced amount has been paid, the goods remain the property of the seller, who is entitled to exercise retention of title to the loaned item.

11 COPYRIGHT AND LICENCES

11.1 Copyright and licence rights to software products supplied or installed by the seller as part of the subject of performance, whether they are products of its own development or the sale of third-party products, are governed by Act No. 121/2000 Coll. on Copyright and Related Rights and subsequent legal regulations, or international legal agreements also applicable to the Slovak Republic.

11.2 Copyrights and other intellectual property rights relating to software products, including manuals, operating and maintenance manuals and other documentation supplied with the software products, shall remain with the relevant entities as their owners and shall not be affected by the contractual relationship between the contracting parties. The buyer shall only have a non-exclusive right to use the software products.

11.3 The programmes may be protected by licence rights (not sales rights) under the terms of a licence agreement, which may be concluded by the contracting parties as a separate annex if required by the nature of the business transaction or the software product supplied.

11.4 The Seller's proprietary software products are licensed and protected by registration numbers against misuse and illegal distribution and use. If an attempt is made to copy or install the delivered programme without purchasing the relevant licence rights from the Seller, the software product will automatically become inoperable. The buyer has no right to complain about a product that has been rendered inoperable in this way and is liable to prosecution for violating the relevant provisions of copyright law.

11.5 Third-party software products supplied by the seller are protected by a protection system chosen by the manufacturers and are subject to the copyright and licence provisions declared by the manufacturer.

11.6 The buyer is fully responsible for complying with the copyright and licence conditions of third-party software products that were not supplied by the seller but whose functionality is used in the supplied system (e.g. operating system, database tools, ERP, etc.). This also applies if the buyer has developed some components of the software solution using its own resources. The supplier is not responsible for compliance with copyrights and licence conditions for these software products and does not reserve the right or obligation to examine the actual fulfilment of legal requirements by the customer.

11.6 The buyer is not entitled to remove, change, cover or in any other way modify the copyright or other markings of the relevant entities placed or stored on the media of the software products or any part thereof, or in the documentation supplied with the software products.

11.7 All protected and registered trademarks, logos and names of products, companies, etc. published by the seller in any accompanying documentation, in operating and maintenance manuals, on software product media, and in common marketing materials, including information published on the seller's website, are protected by domestic and foreign trademarks. Even if they appear in context without a trademark designation, any further use without the prior consent of the owner is prohibited.

12 PRIVACY PROTECTION AND DATA STORAGE

12.1 For the purposes of registration and simplification of the purchasing process, the seller has the right to store information about the buyer obtained during or in connection with business relations, originating from the buyer himself or from third parties, as well as data on the course of business transactions. The information is stored and used exclusively in accordance with the applicable laws of the Slovak Republic. The data is protected to the maximum extent against theft and misuse.

12.2 The stored data about the buyer is used exclusively for the seller's needs and is not provided to third parties in any way. Some of the data provided by the buyer is personal data within the meaning of Act No. 52/1998 Coll. on the protection of personal data in information systems and related regulations, and the seller declares that it fully complies with these provisions of the law.

13 CONFIDENTIALITY

13.1 The buyer is unconditionally obliged to maintain confidentiality regarding all information made available to them in connection with the performance of the subject matter of the contract and related activities by the seller, which may be considered, in view of the circumstances, to be clearly a trade or company secret, the intellectual property of the seller and which are to be kept confidential, with the exception of information that is known from public sources.

13.2 A breach of the principles of confidentiality and a gross violation of good morals shall also be deemed to be any action by the buyer who, in their personal interest in obtaining any advantage, misuses or transfers to a third party know-how, price calculations or other information provided to them by the seller during the preparation and implementation of the business relationship and throughout the entire lifetime of use of the subject of performance.

13.3 A breach of confidentiality by the buyer entitles the seller to immediately terminate the contractual or pre-contractual relationship at any stage, to demand that the breaching party take appropriate steps to remedy the damage caused and restore good morals, or to contact the relevant authorities in order to protect its own property and reputation.

14 CIRCUMSTANCES EXCLUDING LIABILITY

14.1 Except in cases specified in the relevant law, the contracting parties shall not be liable for breaches of obligations caused by force majeure, i.e. circumstances that arise independently of the will of the parties and which could not have been averted even with the utmost effort, or which are objectively unavoidable accidents.

14.2 Circumstances excluding the seller's liability are unforeseeable events that the seller cannot avert even with the care that can be required of him, e.g. war, strikes, various legislative measures taken by authorities, natural disasters, delays in the delivery of materials, energy, etc. for which the seller is not responsible, as well as events of force majeure that interfere with the fulfilment of its contractual obligations.

14.3 If events occur that cannot be foreseen at the time of entering into the contractual relationship and which cause an obstacle to the seller in the performance of its contractual obligations, the seller is entitled to postpone the performance deadline by the period during which this obstacle lasted and also by a reasonable period necessary to restore normal operations.

14.4 The Seller shall be liable to the Buyer for any damage caused to the Buyer by a demonstrable breach of the Seller's obligations arising from the contractual relationship. The Seller shall not be liable to the Buyer for any damage incurred by the Buyer as a result of, in particular:

§ maintenance of the subject of performance by a person other than the supplier or an entity authorised by the supplier,

§ incorrect or inappropriate use of the subject of performance,

§ use of the subject of performance in an environment and mode other than those recommended,

§ the buyer's handling of the subject of performance in violation of the conditions for filing a quality complaint specified in detail in the seller's ZaRP.

14.5 The contracting parties agree that the amount of foreseeable damage that may arise from a breach of the seller's obligations shall not exceed the price of the subject of performance without VAT in respect of which the damage occurred, unless another amount has been agreed.

14.6 The seller shall not be liable for any loss or damage to the buyer's data; any reconstruction of lost or damaged data shall be at the buyer's expense.

14.6 The buyer has the right to claim damages from the seller only if if, after the occurrence of the damaging event, they have taken all steps to minimise the amount of damage and if they have immediately notified the seller in writing of the occurrence of the damaging event and provided them with all requested documents relating to the occurrence of the damaging event.

15 APPLICABLE LAW

15.1 These GTC and all legal relations between the seller and the buyer are governed by the laws of the Slovak Republic.

15.2 If any provision of these GTC is or becomes invalid, ineffective or unenforceable, this shall not affect the validity, effectiveness and enforceability of the remaining provisions of these GTC.

15.3 In the event of disputes between the contracting parties regarding the fulfilment of contractual obligations, these shall be resolved out of court. If, despite this, no agreement is reached, the commercial court at the seller's registered office shall have jurisdiction to decide on the dispute.

16 FINAL PROVISIONS

16.1 By delivering the order, taking delivery of the subject of performance from the seller, or confirming another accompanying document, the buyer accepts and unconditionally agrees to these GTC and the seller's ZaRP.

16.2 The seller reserves the right to change these GTC at any time at its discretion, in accordance with its business policy and applicable legislation. All changes and their effectiveness shall be announced by publishing the GTC on its website www.printel.cz, stating the effective date in advance.

16.3 These GTC are subject to copyright protection under applicable law and may not be published, copied or provided to anyone without the Seller's consent.

16.4 If the buyer does not agree with the new GTC, they may express their disagreement in writing within 30 days of their publication. If the contracting parties fail to agree on the resolution of the disputed provisions, both parties have the right to terminate the existing contracts with a notice period of 30 days, which begins on the first day of the month following the day on which the notice of termination is delivered.

16.5 These GTC shall become effective on the date of their signing by the person authorised to do so on behalf of the seller. Upon their publication on the seller's website, they shall take effect on the second day after publication. Newer terms and conditions supersede those issued earlier; legal relationships based on the terms and conditions shall always be assessed according to the terms and conditions valid at the time of the establishment of the legal relationship.

16.6 These GTC are valid and effective as of 1 January 2014.