for the sale of services
of SALVIS, s.r.o.
Spitalska 61, 81108 Bratislava, Slovakia
Last updated: January 12, 2022
1. Introductory Provisions
- These business terms and conditions (hereinafter referred to as the "General Business Terms and Conditions") are issued in accordance with the provisions of Section 273 of the Commercial Code, as amended, and regulate the contractual relations arising between SALVIS, s.r.o., company ID: 50 133 641, registered office: Karadžičova 16, 821 08 Bratislava, registered in the Commercial Register of the Bratislava I District Court, Section: Sro, Insert No.: 108683/B, on the one hand (hereinafter referred to as the "Supplier") and a natural person, legal person and other legal entities on the other hand (hereinafter referred to as the "Orderer"), between whom a commercial relationship is established.
- Details of the legal relationship between the Supplier and the Orderer, the subject of which is the provision of services by the Supplier in accordance with the provisions of Section 273 of Act No. 513/1991 Coll., the Commercial Code, are determined by these General Business Terms and Conditions (hereinafter also referred to as the "GBTC").
- For the purposes of these GBTC, a contract means the Order of the Orderer accepted (confirmed) by the Supplier, the subject of which is the provision of services by the Supplier, concluded in writing (including by email) by the Parties (hereinafter referred to as the "Order"). The conclusion of the Order is subject to the unconditional acceptance of the Supplier's quotation by the Orderer, as further specified in Article 2 para. IV. of these GBTC.
- For the purposes of these GBTC, a service means any service offered by the Supplier (hereinafter referred to as a "Service" or "Services").
- For the purposes of these GBTC, the Supplier's website means the website https://salvis.sk/ (hereinafter referred to as the "Website").
2. Conclusion of the Order
- The Orderer may express his/her interest in the Service by telephone or email using the contact details published on the Website, or in person, by providing the information required by the Supplier, which is necessary for the preparation of a quotation for the provision of the Services (hereinafter referred to as the "Request").
- Without undue delay after receipt of the Request, the Supplier shall inform the Orderer of the possible unavailability of the Service, or deliver a quotation to the email address provided by the Orderer.
- The Supplier's quotation shall include in particular:
(hereinafter referred to as the "Quotation").
- the specification of the Service,
- the scope of the Service,
- the technical requirements for the performance of the Service,
- the date of the Service development and the expected duration,
- the price,
- the validity of the quotation
- The Orderer is obliged to notify the Supplier of its acceptance in writing (by email) or by telephone within the period of validity of the Quotation, otherwise the Quotation shall become invalid. By accepting the Quotation, the Orderer simultaneously accepts these GBTC in the version in force on the date of delivery of the Quotation. Acceptance of the Quotation shall be deemed to be any expression of the Orderer's will which clearly and unambiguously implies that he/she accepts the Supplier's Quotation without reservation. By the Orderer's unconditional acceptance of the Quotation, the Order becomes complete and the contract is deemed to be concluded.
- The Supplier may commence the provision of the Services only after acceptance of the Order, delivery of the necessary technical requirements for the development of the Service, and upon payment of a 100 per cent advance payment in the amount of the Price set out in the Price Quotation, and in accordance with the terms and conditions set out in these GBTC.
3. Rights and Obligations of the Parties
- The Supplier is obliged to provide the Service to the Orderer on the basis of the Order in the quantity, quality and time agreed by the contracting Parties.
- The Supplier is obliged to hand over to the Orderer not later than 30 (thirty) calendar days after the provision of the Service in written or electronic form all documents prescribed by applicable legal regulations (tax document), or other documents agreed upon by the Parties.
- The Orderer has the right to the provision of the Service in the quantity, quality and time agreed by the Parties.
- The Orderer is obliged to accept the Service and pay the agreed price by the due date.
- The Orderer is obliged to provide the Supplier, to the extent reasonable, with all necessary assistance required for the performance of the contractual obligations under the Order.
4. Fulfilment of Obligations
- The Supplier shall provide the Service to the Orderer at a location designated by the Supplier. The Supplier shall bear all costs for material, technical and personnel resources necessary for the provision of the Service, including their transportation to the place of performance, unless otherwise agreed by the Parties.
- If the place of performance is the Supplier's premises, neither the Orderer nor other persons to whom the Supplier provides the Services may:
- bring to the premises any explosives, concealable explosive devices and their imitations, alcohol, narcotic and psychotropic substances, unidentifiable biological and chemical substances;
- use photographic equipment and cameras on the premises without the written permission of the Supplier;
- without the Supplier's written permission, remove any items, documents, information and data that are the Supplier's property or to which the Supplier has any other right.
- If the place of performance is the Supplier's premises, the Orderer and other persons shall comply with any and all operational measures of which they shall be informed upon entering the Supplier's premises or at any time during their stay therein.
- The agreed date of performance is binding for the Parties and may be changed only by telephone agreement or by agreement of the Parties in the form of email communication.
- The Supplier shall provide the Services in accordance with generally applicable legal regulations and shall hold all permits and licences necessary to provide the Services.
5. Price, Invoicing and Payment Terms
- The price of the Service may be agreed in the Order as:
- the price of an individual Service stated exclusive of VAT, if the subject of the Order is the supply of several separate Services;
- the total price of the Service stated exclusive of VAT, if the subject of the Order is the supply of the Service as a whole.
- The Orderer shall pay the Supplier an advance payment of 100 per cent of the price of the Services within15 (fifteen) days after receipt of the advance invoice. Acceptance of the advance invoice shall be understood as the date of sending the invoice to the Supplier.
- The invoice must be drawn up in accordance with generally binding legal regulations. The Supplier's invoice shall be issued and the Orderer's payment shall be made in euros, unless another currency is agreed in the Order.
- The Supplier shall deliver the issued invoices to the Orderer electronically (in the .pdf format) to the Orderer's email address, and such invoice shall be deemed delivered to the Orderer on the date of the Orderer's acknowledgement of receipt of the invoice, but not later than on the 3rd (third) working day from the date of its sending by the Supplier.
- Any invoice issued by the Supplier shall be due 15 (fifteen) calendar days from the date of its delivery to the Orderer, and shall be paid by bank transfer or cash deposit to the Supplier's account number specified in the invoice. The invoice due period shall commence on the day following the delivery of the invoice to the Orderer. If the last day of the invoice due period falls on a public holiday, the invoice shall be due on the next following working day.
- The date of payment shall be deemed the date on which the invoiced amount is credited to the Supplier's account.
6. Interruption of the Provision of Services and Termination of the Contract
- If the Orderer is in default in the payment of any outstanding invoice from the Supplier, the Supplier is entitled to refuse or interrupt the provision of the Services without being in default in the performance of its obligations to the Orderer. The Supplier shall notify the Orderer if it refuses or interrupts the provision of the Services. Refusal to perform shall not affect the Supplier's right to payment of the agreed price for the Services provided, nor shall it affect the claim for damages or any other rights that the Supplier has against the Orderer under these GBTC or generally binding legal regulations. The exercise of the right to refuse or interrupt the provision of the Services shall be at the sole discretion of the Supplier, and the Supplier shall have no obligation to do so. Likewise, the Supplier may at any time decide to continue the performance of the Order despite the delay of the Orderer.
- The Order expires upon:
- provision of the Services and the fulfilment of the related contractual obligations of the Parties;
- expiry of the period for which the Order is concluded;
- written agreement of the Parties;
- written notice of termination;
- written notice of withdrawal from the Order.
- Either Party shall have the right to withdraw from the Order immediately by unilateral written notice
- in the event of a material breach of a legal obligation by the other Party, if it notifies the other Party without undue delay after becoming aware of such breach; or
- in the event of a minor breach of these GBTC, if the other Party breaches any of its legal or contractual obligations, and fails to remedy the breach even within a reasonable additional period following a written request.
- A material breach of these GBTC and the Order by the Supplier shall be deemed to be in particular, but not limited to:
- delay by the Supplier in the proper provision of the Services for more than 30 days;
- interruption or suspension of the provision of Services in breach of the Order or these GBTC.
- A material breach of these GBTC and the Order by the Orderer shall be deemed to be in particular, but not limited to:
- delay by the Orderer in the payment of any outstanding claim of the Supplier for more than 30 days;
- if the Orderer acts in any way contrary to the principles of fair business dealings, acts in violation of legal regulations, or damages the reputation and legitimate interests of the Supplier by his/her actions;
- if the Orderer has been declared bankrupt, a restructuring of the Orderer has been authorised, if the Orderer is in liquidation, or bankruptcy proceedings against the Orderer have been discontinued due to lack of assets, or bankruptcy has been cancelled due to lack of assets;
- breach of trade secrets or confidentiality of information of a confidential nature;
- other cases specified in these GBTC.
7. Protection of Personal Data and Confidential Information
- The Parties are obliged to maintain the confidentiality of personal data they come into contact with in the performance of the Order, and to ensure their protection in accordance with generally binding legal regulations. This obligation of confidentiality shall survive the expiry of the Order.
- The Parties shall bind to confidentiality of personal data all natural persons who come into contact with personal data in the performance of the Order, so that the obligation of confidentiality continue after the termination of the employment or similar employment relationship of the natural person.
- For the purposes of the Order, confidential information shall be deemed all facts, information and data that are/will be set out in the Order, and/or that will be set out in its addenda and annexes, and/or that the Parties have become aware of in connection with the Order, its performance and the pre-contractual negotiations relating thereto (hereinafter referred to as "Confidential Information").
- The Parties are obliged to maintain the confidentiality of all Confidential Information, unless otherwise required by generally applicable legal regulations. This obligation shall survive the expiry of the Order.
- The Parties shall not, without the prior written consent of the other Party, use Confidential Information for themselves or for third parties, provide it to third parties, and allow third parties access to Confidential Information. Members of the contracting Parties' bodies, auditors or legal advisers of the contracting Parties who are bound, in respect of the information disclosed to them, by a duty of confidentiality under generally applicable legal regulations, shall not be deemed third parties.
- The obligation of confidentiality with respect to Confidential Information does not apply to:
- information that is already publicly known on the date of conclusion of the Order, or information that can already be obtained on the date of conclusion of the Order from commonly available means of information;
- information that becomes public knowledge after the conclusion of the Order, or information that can be obtained from commonly available means of information after that date;
- cases where, by virtue of generally applicable legal regulations or an obligation imposed by a procedure under generally applicable legal regulations, a Party must provide Confidential Information. In such a case, the Party concerned shall inform the other Party of the occurrence of its obligation to provide Confidential Information, indicating the extent of such obligation, without undue delay.
- The use of necessary Confidential Information in court, arbitration, administrative or other proceedings brought for the purpose of exercising rights under these GBTC shall not be deemed a breach of the obligation of confidentiality with respect to Confidential Information. The obligation to maintain this confidentiality shall survive the expiry of the Order.
8. Special Provisions
- The Orderer may not, without the Supplier's prior written consent, assign to third parties any rights (including claims) arising against the Supplier under the Order.
- Any legal acts which directly or indirectly give rise to an encumbrance on the Supplier's rights (including claims), to a set-off, or to an assignment of any rights of the Supplier (including claims) without the Supplier's prior written consent shall be deemed null and void unless subsequently approved in writing by the Supplier.
9. Mutual Communication
- Unless otherwise specified in the Order or in these GBTC, the Supplier's documents and the Orderer's documents (hereinafter referred to as "Documents") shall be deemed delivered:
- in the case of delivery by electronic mail to email addresses, upon receipt of a legible form of the Document in electronic mailboxes of the Parties. The Orderer shall deliver electronic mail to the Supplier at the email address of the person authorised by the Supplier in contractual matters set out in the Quotation;
- in the case of personal delivery of Documents, upon handover of the Document to an authorised person or another person authorised to receive documents on behalf of the Supplier or the Orderer, and the signature of such person on the return receipt or copy of the Document to be delivered, or upon demonstrable refusal to accept the Document by such person;
- in the case of delivery through a postal company authorised to provide postal services under Act No. 507/2001 Coll. on Postal Services, as amended, upon delivery to the address of the Supplier or the Orderer, and in the case of recorded delivery mail, upon handover of the document to a person authorised to receive the Documents of the Supplier or the Orderer, and the signature of such person on the return receipt.
- If the generally binding legal regulations in force in the Slovak Republic or these GBTC require a written form for the performance of any acts of the Supplier or the Orderer, this form is maintained even if these actions are made by electronic means (email message, etc.), with the exception of actions aimed at the expiry of the Order.
10. Circumstances Excluding the Liability of the Supplier
- The Supplier shall not be liable for failure to perform its obligations under these GBTC if it proves that the failure was due to extraordinary, unforeseeable or unavoidable events, and that the obstacles or their consequences could not have been foreseen at the time of the conclusion of the Order, and also that the obstacles or their consequences could not have been prevented, avoided or overcome.
- The Supplier shall notify the Orderer of the existence of a circumstance excluding liability on the grounds of force majeure which prevents the Supplier from properly fulfilling the obligation without undue delay after becoming aware of it.
- Unforeseeable and unavoidable obstacles include, but are not limited to:
- meteorological conditions or phenomena which could not reasonably have been foreseen taking into account the Supplier's experience;
- failure to secure or delay in securing material or personnel security which could not reasonably have been foreseen or avoided, or the consequences of which could not have been mitigated.
- The effects of the circumstances excluding the Supplier's liability shall cease when the obstacle to which these effects are related ceases to exist.
11. Liability and Damages
- In the event of a breach of obligations under these GBTC or under generally binding legal regulations, the Party that has breached the obligation shall be liable for the damage caused to the other Party in accordance with generally binding legal regulations.
- If the Orderer withdraws from the Order, the Supplier is entitled to the reimbursement of all demonstrably incurred costs for the provision of the Service up to the time of withdrawal, but at most up to the amount of the agreed price.
12. Common and Final Provisions
- Issues that are not expressly addressed in these GBTC are governed by the legal order of the Slovak Republic, in particular by Act No. 513/1991 Coll., the Commercial Code, as amended.
- Each provision of these GBTC shall be construed to be effective and valid under applicable generally binding legal regulations. However, should a provision be unenforceable, invalid or ineffective under applicable generally binding legal regulations, the other provisions of these GBTC shall not be affected.
- Where references are made in these GBTC to relevant generally binding legal regulations valid at the time of issuance of this version of these GBTC, which have been amended or replaced by other generally binding legal regulations in the course of their validity, such references shall be deemed references to the generally binding legal regulations that replaced them, as amended.