General terms and conditions

1) Validity of the general terms and conditions

a) These General Terms and Conditions (GTC) address the contractual relationship between CLIMAPORT s.r.o., hereafter referred to as CLIMAPORT, and subjects that are in a business relationship with CLIMAPORT, hereafter referred to as the “customer”. Contractual obligations use these GTC in a subsidiary way, even in cases of additional, individually written contracts.
b) A contractual relationship is created upon the confirmation of an order receipt. The deadline for delivery is binding upon the delivery of an individual written announcement in the form of an order confirmation, which is usually issued during a period of up to 5 business days after order acceptance.

2) Offer/Order and Contract Completion

a) The validity period of offers provided by the vendor usually lasts one calendar month from the day of order issuance, unless other conditions were specified in the order. If the offer includes an exchange rate, CLIMAPORT reserves the right to modify prices based on the current exchange rate on the day of product delivery.
b) Additional materials provided with offers, such as product technical specifications, only serve as information unless the vendor has explicitly labeled them as binding.

3) Prices

a) Price lists, as well as other offers, only serve an informational purpose and become binding once an order has been confirmed.
b) Unless stated otherwise, a purchase price is meant to signify a price and specific warehouse that is designated by the vendor to serve as place of delivery issuance.

4) Terms of Payment

a) In case CLIMAPORT made the payment of an advance invoice a condition of product delivery, delivery time is counted from the date when payment is confirmed on the CLIMAPORT bank account.
b) In cases of payments made upon receipt of an invoice with a displayed payable period, this period is set for 14 (fourteen) calendar days, unless a different period was agreed upon individually with the customer.
c) If the customer delays his/her payment, the vendor is liable to receive a fine from the customer equaling 0,05% of the agreed upon amount for each day that payment is delayed, unless other terms were agreed upon.
d) If the customer is late on his/her invoice payment for a period longer than 7 (seven) calendar days, the vendor is authorized to keep the not yet delivered product and ship it out only after all necessary payments, including payments still in their payable period (if the vendor has doubts about the customer’s ability to make these payments), have been made.

5) Terms of Delivery

a) If a hindrance occurs, which prevents the vendor from conducting proper product delivery, he/she must immediately inform the customer and arrange the next steps that need to be taken.
b) The delivery period is extended for however long the customer was late in fulfilling his/her contractual obligations in relation to the vendor.
c) The vendor is authorized to make partial/complete product delivery before the agreed upon delivery date.
d) The customer assumes the risk associated with a delivered product upon his/her receipt of it.
e) The customer must uphold general and/or marked guidelines when working with or transporting products.

6) Delays in paid product receipt

a) The vendor has a right to i) give out a contractual fine of up to 0,05% of the product value and ii) receive compensation for any storage costs at a flat rate of 1% of the unclaimed product price.

7) Quantity of supplied products

a) Any damages to the product, or changes in its quantity, must be pointed out (via a written entry on the bill of sale or other viable document, which must also include photographic proof) and claimed during the product transaction. Otherwise, any claims made will be void.

9) Usage and installation conditions

a) Any supplied products or appliances must be put into operation exclusively by an authorized processional service (this doesn’t apply to products whose nature doesn’t necessitate this, or whose manufacturer doesn’t require this). In case these conditions aren’t met, defects that arise from non-professional installation will not be taken into account.
b) Costs arising from putting products into operation are not accounted for in the product price, unless there is a written agreement stating otherwise.
c) The customer is required to uphold all warranty and operational conditions specified in the documentation provided with products. Any breach of this responsibility leads to a loss of repayment for any product defects.

10) Order Cancellation

a) Order cancellation from the customer’s side:
The customer can cancel an order without providing a reason for doing so at any time before binding confirmation of this order. In cases where such a confirmation has been made, the customer must repay the vendor any demonstrable costs that arose from doing so (fines from the supplier, shipping costs, legal services, etc.). The vendor is also eligible to receive a cancellation fee of 5% of the cancelled order or specific product.
Customers are able to cancel a binding confirmation only if the vendor significantly violates his/her responsibilities as a vendor (e.g. if a product is delivered with a delay of more than 21 days).
b) A vendor is able to withdraw from a contract and fully or partially cancel an order in the following cases:
- bad or inadequate communication from the customer
- if the product is no longer manufactured, or if its production price/date of manufacture has been altered in a significant way. In cases where such a situation arises, the vendor will immediately contact the customer to arrange an alternative solution. If the customer has already paid a partial or complete sum of the purchase price, this payment will be refunded within a period of 14 (fourteen) calendar days.
- if there is doubt as to the liquidity of the customer

11) Retention of Title

a) Property rights of the product are transferred to the customer only after complete payment of the purchase price. The customer agrees to not, in case proper and full payment of the purchase has not yet been made, legally dispose of a product, i.e. sell it, transfer ownership rights to a third party or otherwise charge it with any rights ( i.e. establish copyrights or commercial rights) without expressed consent from the vendor. In case this measure is not upheld, the vendor is liable to receive a contractual fine in the amount of the unpaid portion of the product price.
b) The moment a customer’s payment of a product is delayed by a significant amount, i.e. more than 30 (thirty) calendar days after the agreed upon date of payment, the vendor can take the product back. The customer must give the vendor access to the product and also enable its immediate return, if the vendor calls on him/her to do so.
c) In cases of a customer’s delay of payment (either its full or partial amount), the vendor has the right to refuse fulfillment of his/her obligations related to product delivery (the commissioning of the product, the performance of warranty service, maintenance and repairs as well as eliminating product defects).

12) Warranty, Warranty Rights and Claims

a) If a hidden defect is uncovered, the customer has an obligation to make a claim regarding this defect without delay and during the warranty period.
b) The customer can make a written claim only on a complaint form, which is available on the website of the vendor. The purchase of this product must be shown via the necessary documentation – a confirmed certificate of warranty, bill of sale or other purchase documentation, which will then be provided along with the claimed product.
c) When claims are made, the customer must also provide a written and precise description of the cause of the claim and provide information regarding the deficiencies which are the subject of the claim.
d) The vendor will provide the customer with a 24 month warranty on products he/she supplies. The warranty period begins on the date of delivery or after the product is commissioned (which will be confirmed via protocol), but only if commissioning occurs less than 3 months from the date of delivery.
e) The warranty does not apply to any damages that occur due to incorrect operation, unprofessional or incorrect handling, use, or installation.
f) In cases of delivered products that were not installed by the vendor, the vendor ensures that, after recognition of the legitimacy of the claim, replacement parts that apply to this claim will be delivered to a designated warehouse of the vendor. The customer will then bear the cost of repair.
g) The warranty period for a replacement part is 12 months from the date of its delivery.
h) The transfer of product defect rights to a third party must be documented and shown to the vendor. Entitlement to product defect rights in these cases begins after this transfer has been proven to the vendor.
i) The warranty is null and void in cases of illegitimate interference to the supplied product by a person that was not explicitly authorized to perform such measures.
j) The customer loses the right to receive compensation for repairs if any product defect is not firstly reported to the vendor, as well as in cases where service is performed by the customer him/herself or by another service organization which performs product repairs without the knowledge of the vendor. Because the vendor cannot, in such cases, monitor or confirm the validity of the decisions made by the service organization, the customer assumes the full costs of this undeclared repair, without entitlement to any compensation by the vendor.

13.) Authority to Act on Behalf of the Customer

Any action conducted on behalf of customer can only be done by a person that is authorized to do so, a statutory body of the customer or other persons that are authorized to take such measures. Any other person can act on behalf of the customer in this way with a written document, authorized by a notary, that gives permission to do so. This document must be supplied when acting on behalf of the customer.

14.) Confidentiality

The customer must keep any individually agreed upon conditions with the vendor confidential.

15.) Data protection and safeguarding

The vendor can record and process information regarding the vendor, which were provided during their business relationship, in relation to this relationship, by the customer or by a third party, for their own use (internal statistics and other monitoring).

16) Conditions excluding liability

a) If conditions arise which were unforeseeable during the signature of the contract and which limit the vendor in his/her fulfillment of contractual obligations, the vendor is liable to, after a written notification sent to the customer, push the deadline for meeting these obligations back for a period which represents the duration of this limitation as well as an extension for a reasonable amount of time necessary to return to regular activity.
b) Conditions which exclude liability represent events that were unavoidable regardless of reasonably expected responsibility by the customer or vendor (e.g. wars, uprisings, strikes, various measures taken by authorities, legislative changes, natural events), which also includes delays in material or energy supply which were not caused by the customer or vendor, as well as similar events caused by a higher power which disrupt the fulfillment of contractual obligations.

18) Applicable Law and Final Provisions

a) These General Terms and Conditions and legal relationships between the vendor and customer are under the jurisdiction of the law of the Slovak Republic.
b) In case any of the provisions contained within these General Terms and Conditions are or become invalid, ineffective or unrealizable, this will not affect the validity, effectiveness or realization capability of the other points contained within these General Terms and Conditions.
c) Disputes which can arise between the contracting parties when fulfilling their contractual obligations will primarily and firstly be solved outside of court. If this does not lead to an agreement, then a decision will be made by a local corresponding commerce court.
d) By submitting an order, the customer confirms his/her unconditional agreement with these General Terms and Conditions of the vendor.
e) These General Terms and Conditions are valid from September 1st, 2012. They make any prior business terms and conditions null and void. CLIMAPORT s.r.o. reserves the right to change these general terms and conditions without prior notice.

Nitra, 1st September, 2012