General Terms and Conditions of SPIRAM s.r.o.

governing Legal Relations arising from Purchase Contracts concluded with Entrepreneurs

DEFINITION OF TERMS

All terms referred to in this article of the T&C will always have the content specified in the individual definitions below. In the event of any ambiguity regarding the content of individual terms, the definition given in these T&C, the interpretation closest in content to the relevant provisions of Act No. 513/1991 Coll. on the Commercial Code, as subsequently amended, shall apply.

Acceptance of the order – a unilateral expression of the will of the Seller in writing or by e-mail, the content of which clearly shows that the Seller accepts the Buyer's order in its entirety and without any reservation
Seller's delivery address – theaddress of the Seller's registered office registered at www.orsr.sk on the day of handing over the written consignment for delivery
Price offer – a unilateral expression of the Seller's will addressed to the Buyer at their explicit request containing the Seller's terms and conditions under which the Seller is willing and able to deliver the required goods to the Buyer
Delivery note – adocument issued by the Seller and expressly confirmed by the Buyer confirming the delivery of the goods ordered by the Buyer,
Seller's electronic delivery address – email address: sales@spirampumps.com
Buyer – any entity that concludes a purchase contract with the Seller as envisaged by these GTC, based of which the Seller expressly undertakes to deliver specific goods to the Buyer and any entity that orders post-warranty service from the Seller
Order – a unilateral expression of the Buyer's will be presented to the Seller containing exact specifications of the goods the Buyer is interested in buying,
Entrepreneur – any person meeting the legal definition of an entrepreneur specified in the provisions of S. 2(2) of the Act No. 513/1991 Coll. on the Commercial Code, as subsequently amended
Post-warranty service – a paid repair of goods sold by the Seller to the Buyer after the expiry of the warranty provided by the Seller or a paid repair of any other goods not covered by the warranty provided by the Seller
Seller – the company SPIRAM s.r.o.
T&C – TheGeneral Terms and Conditions of SPIRAM s.r.o., in the current version
Warranty service – free repair of goods sold by the Seller to the Buyer carried out during the warranty period
Warranty – the Seller's obligation during the specified warranty period to ensure, at their own expenses, the goods sold to the Buyer to be without any defects provided that the storage, assembly, usage and service conditions stipulated by the Seller and producer of the goods sold are complied with.
Warranty period – the period during which the Seller provides the Buyer with a warranty for the goods sold
Contract – an agreement concluded between the Seller and the Buyer as specified in these T&C.

All terms used in these T&C with their contents not determined by a separate definition in point 1 hereof shall be interpreted on the basis of the general business practices of the Seller and, in the absence of such general business practices, in accordance with the relevant provisions of the Act No. 513/1991 Coll. on the Commercial Code, as subsequently amended.

3) The content of the T&C considers mainly the specific fact that the goods sold by the Seller are predominantly custom-made goods or goods delivered to them on the basis of a special order by the manufacturer of these goods, while these goods in the vast majority of cases cannot be sold to any third party without additional costs incurred by the Seller, without shortening the warranty period provided by the manufacturer of the goods and without disproportionate loss of time and blocking of storage capacity on the part of the Seller.

INTRODUCTORY PROVISIONS

These T&C are created by the Seller for the purpose of uniform regulation of legal relations arising from selling and purchasing the goods the Seller is a party of.

The T&C contain a comprehensive regulation of the rights and obligations of the Seller and the Buyer, taking into account the specifics of the goods sold by the Seller. The GTC contain a binding regulation of all purchase contracts to which the Seller is a party, with the exception of those purchase contracts that contain a provision expressly excluding the application of the GTC.

Each conclusion of a purchase agreement, regardless of the method of its conclusion, by and between the Seller and the Buyer is at the same time an expression of the express and unconditional consent of the Buyer to the contents of these T&C the Buyer undertakes to comply with in full and without any reservations.

The Seller shall be obliged to notify the Buyer of the existence of these T&C by express notice of the existence of the T&C contained in the purchase agreement concluded in writing, by express notice of the existence of the T&C in the quotation delivered to the Buyer and by express notice of the existence of the T&C in the acceptance of the Buyer's order.

Under the threat of their invalidity, the currently applicable version of the T&C shall be published on the Seller 's website www.spiram.sk and www.spirampumps.com, or demonstrably provided to the Buyer in writing before delivery of the acceptance of the Buyer's order. The new version of the T&C published on the Seller's website shall not apply to any purchase contracts concluded by and between the Seller and the Buyer in the period before the publication of the new version of the T&C on the Seller's website.

CONCLUSION OF THE PURCHASE AGREEMENT

The Purchase Agreement arises by concluding a separate written purchase agreement between the Seller and the Buyer. In the event of concluding a separate written purchase contract, the contents of the purchase contract shall take precedence over the provisions of these T&C and the regulation of rights and obligations contained in the T&C supplements the content of the purchase contract concluded in writing.

The content basis for the conclusion of the Purchase Agreement is always the price offer delivered by the Seller to the Buyer. The Seller's price offer is binding thirty days from its delivery to the Buyer, unless otherwise specified in a specific price offer, provided that the Seller's price offer as a whole is accepted. In the event that the Seller's price offer contains several items, of which the Buyer decides to submit an order to the Seller only in relation to some of them, the Seller shall not be obliged to accept such Buyer's order and shall be entitled to submit a new price offer to the Buyer.

The purchase contract between the Seller and the Buyer also arises based on the acceptance of the Buyer's order by the Seller without any conditions, provided that the Seller shall accept the order in writing or by an email. Such purchase contract concluded and the individual rights and obligations of the Seller and the Buyer are fully governed by these T&C.

4) The Seller is not obliged to accept the Buyer's order. The Seller is not obliged to notify the Buyer of the reasons for not accepting their order.

Each order of the Buyer, which is to be considered as a proposal for the conclusion of a purchase agreement delivered to the Seller, shall contain at least the following content requirements:

Identification data of the Buyer in the Commercial Register or any other similar register for legal entities or identification data in the Trade Register for natural persons - entrepreneurs
Name, surname and job title of the person acting on behalf of the Buyer
Tax ID and VAT ID
Indication of the Seller's quotation (the quotation number and the date of issue)
Specification of the goods ordered
Quantity of goods ordered
Price of the ordered goods, which cannot be lower than the price specified by the Seller in the quotation
Delivery period of the ordered goods, which cannot be shorter than the delivery period specified by the Seller in the quotation
Declaration of the Buyer on the binding nature of its order
Email address of the Buyer intended for the delivery of the acceptance of the order by the Seller

The contract concluded in accordance with Section 3 of this Article, the T&C may be cancelled, amended or supplemented by the Buyer only in the form of presenting a new order which shall replace the original order and its subsequent acceptance by the Seller, unless agreed otherwise by the Seller and the Buyer in writing. The Seller shall be entitled to change the contract only as specified in these T&C.

WITHDRAWAL FROM THE AGREEMENT

The Seller shall be entitled to withdraw from the duly concluded Purchase Agreement if:

For reasons on the side of the Seller's supplier, the Seller is unable to fulfil its obligation to deliver the ordered goods to the Buyer within the agreed period or in the quantity agreed.
Circumstances of force majeure prevent the Buyer from fulfilling their obligation to deliver the agreed goods or part thereof within the specified period.
The Seller has reasonable doubts about the Buyer's ability to fulfil their obligation to pay the agreed purchase price for the goods and the Buyer fails to pay the agreed purchase price even on the basis of the Seller's request to pay the purchase price at the time before delivery of the goods.
Any of the conditions stipulated in Article V(7) herein are met.

Withdrawing from the Purchase Agreement concluded shall not affect the Seller's right to compensation for damages caused by the Buyer breaching their obligation.

The Buyer shall be entitled to withdraw from the duly concluded Purchase Agreement if:

The Seller is in delay with the delivery of the goods and fails to deliver the ordered goods to the Buyer even within the additional period for performance provided to him in the delivered written request for performance, which may not be shorter than ten working days.
There is an increase in the agreed purchase price for the reasons specified in Article VII(1) herein and the Buyer does not agree to such an increase in the agreed purchase price; the Buyer shall be entitled to withdraw from the Contract for this reason no later than within three days of receiving the Seller's notification pursuant to Article VII(1) herein.
Withdrawal from the contract must be made in the same way as the purchase contract was concluded, i.e. if the purchase contract concluded was concluded by email, the withdrawal from the contract shall be delivered by email and if the purchase contract was concluded in writing, the written withdrawal from the purchase contract must be delivered by post.

DELIVERY OF THE GOODS

Unless expressly agreed otherwise, the Seller shall always fulfil their obligation to deliver the goods and hand the goods over to the Buyer in packaging secured directly by the manufacturer of the specific goods at the place of the Seller's registered office or at the place of its store, warehouse or other premises used by the Seller specified in the price offer presented to the Buyer where the sold goods are located.

In the event that the Seller and the Buyer agree on a different method or place of delivery of the goods than specified in Section 1 of this Article herein, all costs related thereto shall be borne by the Buyer, unless the Seller has expressly agreed to pay these costs related to the delivery of the goods.

In the case of delivery of the goods to any other place then specified by the Buyer in Section 1 of this Article herein, the goods shall be deemed delivered by handing the goods to the first carrier for transporting. All costs associated with the packaging and transport of the goods shall be borne exclusively by the Buyer.

The risk of loss and damaging of the goods, regardless of the moment of acquiring the ownership right of the Buyer to the delivered goods, passes to the Buyer at the moment of its delivery. In the event that the Buyer is in delay with the receipt of the goods, the risk of loss and damaging of the goods delivered shall pass to the Buyer on the day following the agreed date of delivery of the goods.

The Buyer shall be obliged to inspect the goods, including all documents handed over by the Seller, and test the goods immediately, no later than within two working days following the delivery of the goods, unless expressly stated otherwise in the order accepted by the Seller or in a separate purchase contract. If the installation of the delivered goods is necessary to properly determine the functionality of the goods delivered, the Buyer shall be obliged to perform the proper installation of the delivered goods no later than within 2 months following its delivery. Failing to meet these conditions, regardless of the wording of the warranty card presented, the warranty provided by the Seller for the delivered goods shall expire.

In the event that the Buyer is in delay with accepting the goods, the Seller has the right to charge a storage fee of 0.05% of the agreed purchase price of the goods not accepted; however, no more than 20% of the agreed purchase price of the goods not accepted by the Buyer.

The Seller shall be entitled to make the delivery of goods demonstrably secured by the Seller to the Buyer conditional upon paying the entire agreed purchase price, even if this right of the Seller was not expressly agreed upon at the conclusion of the Purchase Agreement. Failing to comply with this condition by the Buyer, the Seller cannot be in delay with the delivery of the goods.

The Seller shall not be obliged to deliver to the Buyer properly ordered and, if applicable, already properly paid for if the Buyer has any receivables unpaid or due and not yet due receivables, when the Seller has reasonable doubts the Buyer will be capable of their due fulfilment within the specified period. In such a case, the Seller shall be entitled to withdraw from the Purchase Agreement also in relation to the goods that have been duly paid by the Buyer and shall be entitled to unilaterally set off any Buyer's claim for reimbursement of the paid purchase price with the Seller´s outstanding receivables, including any unpaid receivables.

VI. RETENTION OF TITLE

Until the moment of proper payment of the agreed purchase price for the goods, the goods delivered to the Buyer shall remain the property of the Seller.

The Buyer shall not be entitled to resell the goods to any third party until the proper payment of the purchase price and at the same time the Buyer shall not be entitled to install it or incorporate it into the work made by the Buyer without prior, express written consent of the Seller. These T&C always and in every and any case exclude the possibility of applying the provisions of S. 446 of the Commercial Code governing the acquisition of ownership rights from a non-owner in commercial relations.

The reservation of title also applies to any income from the sale of goods that is the property of the Seller on the basis of the agreed reservation of title, and sold or disposed of in any other way by the Buyer to a third party in violation of Section 2 of this Article herein.

The Buyer acknowledges that any unauthorized disposition of an item owned by the Seller or the proceeds from the sale of such item may be qualified as a criminal offense.

By accepting these T&C, the Buyer agrees that the Seller is entitled to take possession of its item without any restrictions if the Buyer fails to pay the agreed purchase price of this item in a due and timely manner, even without the Buyer's cooperation or despite any possible efforts of the Buyer to prevent such action of the Seller. In the event that such item of the Seller is located with a third party, the Buyer shall be obliged to provide the Seller with the right to take possession of this item. Failing to comply with this obligation, the Buyer shall be liable for the damages caused thereby to the Seller.

The agreed reservation of title in the event of non-payment of the purchase price by the Buyer shall not deprive the Seller of its right to choose between the right to have the item returned and the right to pay the purchase price.

PURCHASE PRICE

The agreed purchase price is final, without the possibility for the Buyer to unilaterally demand its reduction. The Seller shall be entitled to unilaterally increase the mutually agreed purchase price in the event of a change in the VAT rate applicable at the time of conclusion of the purchase price agreement, the introduction of customs duties or any other financial obligations on the Seller that did not exist at the time of conclusion of the price agreement having a direct impact on the price of the goods delivered by the Seller. The Seller shall be obliged to inform the Buyer of such fact without any undue delay.

The Buyer shall be obliged to pay the agreed purchase price within the agreed maturity period. The purchase price is considered paid on the day when credited to the bank account specified by the Seller in its quotation, acceptance of the order, delivery note or in the written purchase agreement. If these documents do not specify the Seller´s identical bank account, the purchase price shall be paid to the account specified in the document last served to the Buyer in accordance with these T&C.

If the Buyer is in delay in paying the purchase price, the Seller shall have the right to demand payment of default interest in the amount of 0.07% for each and every commenced day of delay calculated from the unpaid part of the purchase price.

The Buyer shall be obliged to reimburse the Seller for the costs of legal services associated with the request for payment of the unpaid purchase price and a possible withdrawal from the contract, while the amount of costs for legal services the Seller is entitled to shall be calculated in accordance with the relevant provisions of Decree No. 655/2004 Coll.

If the Buyer is in delay with the payment of the purchase price, all possible discounts and any other financial benefits provided to the Buyer by the Seller in connection with the delivery of goods the Buyer is in delay with shall be withdrawn automatically and without further entitlement.

The Seller shall have the right to require to pay an advance payment on the purchase price, in particular, but not limited to, when the settlement of the advance payment is required by the manufacturer of the goods sold by the Seller.

The Seller shall have the right to require the Buyer to pay 100% of the purchase price before the actual delivery of the goods, even if the Buyer was given the opportunity to pay the purchase price after the delivery of the goods or within the specified maturity period in the purchase contract.

The agreed purchase price does not include the costs of the Seller related to the packaging of the goods in a manner different from the packaging provided by the manufacturer, storing the goods by the Seller due to the Buyer's failure to accept the goods within the specified period and delivering the goods to the Buyer. These costs are always borne by the Buyer.

COMPLAINTS REALTED TO THE GOODS AND WARRANTY

The Seller provides a guarantee only and exclusively for the goods sold by the Seller the Buyer has paid the entire agreed purchase price for. This shall also apply expressly in the case of goods manufactured by the Seller. If the claims for defects in the goods are asserted by a person other than the Buyer who concluded a purchase contract with the Seller, this person shall be obliged to prove to the Seller the legal title to the acquisition of ownership of the product in question from the Buyer.

The Seller provides a 24-month warranty for the goods sold unless different warranty is agreed. The warranty begins following the delivery of the goods to the Buyer, or following the date of the agreed delivery of the goods if the Buyer fails to accept the goods on the date agreed.

The warranty shall be valid only if the conditions specified by the manufacturer in the warranty certificate and the Seller's conditions set out herein are met in a full and due manner if they impose obligations on the Buyer beyond the obligations specified by the manufacturer in the warranty certificate.

The warranty provided by the Seller applies to manufacturing and material defects and to the achievement of the declared operating parameters under the operating conditions specified by the manufacturer of the equipment.

The warranty provided by the Seller, regardless of the warranty certificate issued by the Seller, shall not apply to

Usual operational wear and tear of the following parts - impellers, propellers, diffusers, shafts or bushes, bearings, seals and mechanical seals.
External unprotected parts (e.g. corrosion wear, mechanical abrasion, etc.).
Damages or defects resulting from using the goods contrary to the manufacturer's conditions, contrary to the conditions set out in the operation and maintenance manual.
Damages or defects caused by improper assembly, incorrect wiring by the Buyer (incorrectly dimensioned or incorrectly set overcurrent and short-circuit protection, unconnected internal protection of the machine, malfunctioning or incorrectly set control system, dry running, etc.) or unauthorized interventions of the Buyer with the delivered equipment during the warranty period.
Intentional damage.
For the purposes of these T&C , the equipment stored or not operated for a long time; equipment stored or not operated for a long time mean any equipment that will not be installed within two months following its delivery at the latest or which will not be operated for more than two months following its delivery.

Regardless of the warranty certificate issued by the Seller, the warranty provided by the Seller is subject to

demonstrable, qualified commissioning of the equipment (including manual rotation of the impeller or propeller before the 1st start-up) by an authorized and professionally competent person,
in the event of the Seller's request specified in the quotation, by the demonstrable usage of devices monitoring the operation of the delivered product and warning of any possible defect,
demonstrable observance of service intervals prescribed by the manufacturer,
by following the operating instructions in full,
not interfering with the equipment by an unauthorized person or a person who does not have the required professional competence (oil inspection can be carried out according to the operation and maintenance instructions stipulated for individual types of equipment sold by the Seller),
demonstrable compliance with all service operations prescribed by the manufacturer as specified in the operation and maintenance manual and carried out by a professionally qualified person (e.g. entry in the equipment's operating log, etc.),
for devices mounted on a frame, consisting of the drive and the device itself, where the power transmission is transmitted through the coupling, by adjusting the alignment of the shafts made before the first start-up of the device; the alignment must be made repeatedly after 1 month of operation and then regularly once every six months, or always in the case of increased vibrations; in the event of a claim from defects, the Buyer shall be obliged to submit the original of the "Protocol on the alignment of the coupling" issued by the entity that performed the alignment.

The Buyer shall be obliged to apply claims for defects of the delivered goods without any undue delay following their occurrence, but no later than within five working days following their occurrence. In the event that the Buyer fails to assert claims for defects in the goods within the specified period, the claims shall cease without further delay.

When applying a claim for defects in the delivered goods, the Buyer must provide at least the following information:
1. Buyer identification data
2. Type and designation of the product and its serial number, manufacturer's designation
3. Quotation number, the Buyer's order, the acceptance of the order or the purchase contract
4. Record on putting the product into operation drawn up by an authorized person
5. Photocopies of relevant records of the performance of individual service operations required by the manufacturer and performed by an authorized person
6. Date of discovery of the defect of the product and its exact description
7. Precise description of the operating conditions in which the device is used (Q, H, suction height, pipe diameter, voltage, method and type of protection, etc.),
8. Documents referred to in Section 1 of this Article hereof.

The warranty period shall not apply during the proper assertion of claims for defects in the goods until the defects accepted by the Seller are not properly removed.

By accepting these T&C, the Buyer agrees that the Seller shall not be obliged to maintain spare parts in stock so the Seller is immediately able to deliver the spare parts required by the Buyer or, if possible, a new identical product. The Buyer agrees that the length of the warranty repair may be subject to delivery times of the entities supplying the Seller with the sold goods or spare parts.

If the Buyer fails to submit to the Seller even one of the documents referred to in Section 7 of this Article herein within the period specified for claiming defects in the goods, the Seller shall not be obliged to perform any action

aimed at removing the defect of the goods claimed by the Buyer and shall not be obliged to deal with the complaint made by the Buyer. Such incorrect claims for defects in the goods shall not result in the expiry of the warranty period.

If the Buyer submits all documents referred to in Section 7 of this Article herein within the specified period and the Seller evaluates these documents as correct and true, the Buyer shall be obliged to have the goods available to the Seller to inspect the goods and to carry out warranty repair within the period specified by the Seller.

The Seller performs warranty service and warranty repairs in its production premises. The costs of disassembly, transport, repair and subsequent reassembly at the Buyer's premises shall be carried out by the Seller at its own expense if the Buyer's claims for defects in the goods are justified. Otherwise, the Buyer shall bear all these costs in the amount determined at the applicable Seller´s rate forming an inseparable Annex 1 to these T&C. Until the proper payment of these costs, the Seller shall not be obliged to return the repaired items to the Buyer.

In the event of legitimate claims for defects in the delivered goods, the Seller shall determine the method of performing the warranty repair. If the complaint is justified, the Seller shall be obliged to return the repaired goods to the Buyer no later than 30 days from the date of the justified complaint. This shall be in no way prejudice to Section 9 of these T&C.

The Seller shall not be obliged to perform post-warranty service of the goods sold by the Seller. These T&C do not apply to the conditions for the post-warranty service.

The Buyer acknowledges that for products manufactured by the Seller or for products the Seller is an authorized seller or authorized service centre of, the Seller is the person authorized to assess the eligibility of the Buyer's claims for defects in the goods.

BINDING FORCE OF THE T&C

When sending the order to the Seller, the Buyer confirms that it has been expressly notified by the Seller of the existence of these T&C, the T&C were made available to the Buyer, the Buyer had an opportunity to get familiar with their content without any limitations and the Buyer accepts these T&C in their entirety, including any annexes thereto.

Attachments to the T&C are binding even if their execution does not form one integral unit with the T&C.

The Seller shall be entitled to unilaterally change the content of the T&C. Purchase agreements already concluded and all rights and obligations arising from such agreements are governed by the applicable T&C at the time of concluding the purchase agreement.

In case of any content conflict between the T&C and the written purchase contract, the provisions of the written purchase contract shall prevail. The rights and obligations of the Seller and the Buyer not regulated by the purchase agreement or the T&C are governed by the relevant provisions of the Commercial Code, with the exception of its dispositive provisions, the application of which was directly excluded by the purchase agreement or the T&C.

If the party to the contractual relations governed by these T&C is an entity with its registered office, place of business, permanent residence or sphere of interests outside the territory of the Slovak Republic, the Seller and the Buyer mutually and expressly agree that their mutual contractual relationships shall be governed by the law of the Slovak Republic and any possible dispute shall be decided by the District Court in Banská Bystrica as the first instance court.

These T&C shall not apply to the sale of goods in the store to non-entrepreneurs and when selling goods remotely to consumers.

SERVICE OF DOCUMENTS

The will of the Seller or the Buyer may be expressed in the form of a registered mail delivered to the hands of the addressee at the last known, indicated or notified address or in the form of an electronic message delivered to the addressee's designated email address.

If delivered by post, each single consignment is considered received at the moment of its receipt by the addressee or by passing of the tenth day following the day on which the consignment was demonstrably handed over for delivery, whatever occurs earlier.

In the case of delivery via email, the Seller is always served to its email address: sales@spirampumps.com and for the buyer to the email address specified or notified by the Buyer. Each consignment delivered electronically shall be deemed delivered on the day on which the sender received the acknowledgement of receipt of the message.

PERSONAL DATA PROTECTION

The terms and conditions of personal data protection are modified at https://spiram.sk/ochrana-osobnych-udajov

FINAL PROVISIONS

In order to secure its receivables against the Buyer, expressly including unpaid receivables, the Seller has a lien on all items constituting the Buyer's ownership right or on items accepted by the Buyer still at the Seller's disposal.

The Seller and the Buyer may transfer their mutual claims without any restriction. The Buyer´s claims, including claims acquired by assignment from third parties, are eligible for set-off only if they have been recognized by the Seller or their existence has been confirmed by a final and enforceable court decision.

The Buyer agrees that the Seller shall be entitled to offer for remuneration the assignment of receivables against the Buyer, including offers advertised at www.burzapohladavok.eu. For this purpose, the Seller shall be entitled to publish the basic identification data of the debtor, the legal reason and the amount of the receivable recorded.

These TC were published on the Seller's website www.spiram.sk and www.spirampumps.com on 8th December 2020.

In Ladomerská Vieska on 08/12/2020