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General terms and conditions

General terms and conditions for the purchase of goods

I. General provisions

  1. The General Terms and Conditions for the Purchase of Goods (hereinafter referred to as"GTC-T")apply to all orders placed by TRANSPETROL, a.s., Šumavská 38, 821 08 Bratislava (hereinafter referred to as"TP"or "Buyer") with the other party(hereinafterreferred to as "seller") for the purpose of purchasing goods (hereinafter referred to as"Order"). The application of the GTC of the other Party or of any other GTC is hereby expressly excluded, unless the parties agree otherwise.
  2. Amendments to these GTC-T shall be binding on the Contracting Parties only if they have been agreed upon by the Contracting Parties. The different arrangements provided for in the Order take precedence over the wording of the GTC-T.
  3. These GTC-T are part of the Order in accordance with section 273 of Act No. 513/1991 Zb. Commercial Code, as amended(hereinafterreferred to as the "Commercial Code").
  4. Each Order must contain essential particulars according to § 409 of the Commercial Code and basic identification data of the parties in terms of registration in the commercial or trade register or registration in other legally prescribed registers.

II. Subject matter

  1. The object of the transaction is the seller's obligation to supply the buyer with the goods and to transfer to him the ownership of the goods and the buyer's obligation to pay the seller the purchase price.
  2. The seller must deliver the goods properly and on time, without any vass, according to the specification agreed in the Order.
  3. Unless otherwise agreed by the parties, the seller is not entitled to partial performance of the subject matter of the Order. Delivery of a smaller/ larger quantity of goods than agreed in the Order is considered a material breach of the contractual relationship.

III. Price, currency and payment terms

  1. The purchase price is agreed in accordance with Act No. 18/1996 Z .z. on prices, as amended. The agreed price is stated in the Order excluding VAT. VAT shall be applied to this amount in accordance with the legislation in force.
  2. Unless otherwise agreed in writing in the Order, the seller's costs for packing the goods, transporting them to the place of delivery as well as other costs associated with delivery and delivery of the item of performance at the place of the goods are included in the price of the goods.
  3. The seller is entitled to payment of the purchase price only after fulfilling the subject of the Order.
  4. The buyer is obliged to pay the purchase price only on the basis of an invoice issued by the seller within 10 days of delivery of the goods to the buyer and at the same time delivered to the buyer, annexed to which will be documents proving compliance with the object of the Order (receipt protocol).. The invoice for the fulfilled object of the Order will be made in the agreed currency. The buyer pays the seller the purchase price by transfer order in the agreed currency.
  5. The due date for invoices (imprest, partial, final) and corrective invoices is within 30 days from the date of their receipt to the other party.
  6. The date of fulfilment of the monetary obligation shall be deemed to be the date of write-off of the amount due from the buyer's account to the seller's account. If the last day of the period falls on a Saturday, Sunday or a holiday, the last day of the period shall be the next following working day.
  7. The invoice must contain all particulars within the meaning of the applicable legislation, these GTC-T and the required buyer's information i.e.  order number or contract number. In the event that the invoice does not contain the above particulars, the buyer has the right to return the invoice without payment. The authorised return of the invoice ceases to run due and runs a new time from the date of receipt of the new (corrected) invoice.
  8. The seller's bank details stated on the invoice must be the same as the bank connection agreed in the Order, otherwise the buyer will pay the invoice on behalf of the seller indicated on the invoice.
  9. Each invoice must be provided with a receipt/ delivery note confirming receipt of the goods by the buyer and the relevant technical documentation (if agreed in the Order) and a copy of the Order.
  10. The parties agree that the seller's claims against the buyer arising from this Order, the seller is not entitled to transfer to a third party without the prior written consent of the buyer. Otherwise, such transfer shall be null and void.

IV. Place of performance and date of filling

  1. The date of fulfillment is stated in the Order. A change in the date of performance is possible only by written agreement of both Parties.
  2. The seller must deliver the goods to the buyer at the place of performance agreed in the Order. If the place of performance is not agreed in the Order, the seller is obliged to deliver the goods at the place of residence of the buyer.
  3. Failure to meet the deadline for fulfillment is considered a material violation of the Order and gtc-T. In case of delay of the seller with delivery of the goods, the buyer has the right to withdraw from the Order. The buyer also has the right to apply contractual sanctions against the seller pursuant to Art. XII of these GTC-T.

V. Transfer of title and risk of damage

  1. Ownership and risk of damage to property passes from the seller to the buyer at the moment of handing over and taking over the goods by the buyer on the basis of a mutually signed acceptance protocol.

VI. Acceptance of goods and examination of goods

  1. The receipt/delivery note signed by representatives of both parties will be proof that the subject of the Order has been fulfilled.
  2. The seller must, at the latest upon receipt of the goods by the buyer, hand over to the buyer the documents necessary for the receipt and use of the goods (technical documentation, safety data sheets, etc.) as well as other documents agreed in the Order.
  3. If the nature of the subject matter of the performance results or the buyer so requests in the order, the Seller is obliged to subject the goods before delivery to tests or technical inspections (hereinafter referred to as "tests") in order to determine whether the goods meet the quality requirements, if expressly agreed in the Order. The seller must submit the result of the tests to the buyer at the latest upon receipt of the goods by the buyer.
  4. The buyer has the right to be present when conducting tests of the goods. The seller must notify the buyer of the place and date of the examination of the goods, at least 3 working days before the scheduled date of the examinations. The costs associated with carrying out examinations of the goods shall be borne by the seller Carrying out the examinations with the participation of the buyer does not relieve the seller of responsibility for defects found after delivery of the goods.

VII. Defects of goods and claims arising from defects of goods

  1. The seller must deliver the goods properly and in a timely manner, in quantity, quality and execution, agreed in writing in the Order. Otherwise, the goods have defects and the seller is liable for defects of the goods within the meaning of the provisions of § 422 and subsequent Commercial Code. The seller undertakes to remove the claimed defects without delay, but no later than 30 days from the date of the defect's claim, unless the parties agree otherwise in writing.
  2. The seller is responsible for the fact that the delivered goods do not show any defects and that third parties will not make claims against the buyer for violation or violation of copyright, trademark rights or other rights (rights in rem, mandatory rights). Claims arising out of a charge of goods shall be without prejudice to a claim for damages or a contractual penalty.

VIII. Quality guarantee

  1. By guaranteeing the quality of the goods, the seller assumes the obligation that the delivered goods will be fit for use for an agreed or usual purpose for a specified period of time and that he will continue the agreed or usual characteristics.
  2. Unless otherwise agreed in writing in the Order, the warranty period is 24 months and starts from the date of receipt of the goods by the buyer.

IX. Environmental protection

  1. The seller undertakes to comply with all environmental regulations when providing the performance. If the subject of the Order is the delivery of goods containing chemicals or preparations, the seller is obliged to provide a safety data sheet in accordance with specific legislation.

X. Contractual penalties

  1. If the seller is in arrears with the delivery of goods according to the Order (does not deliver the goods properly or on the agreed date of performance) or with the removal of the claimed vain, the buyer has the right to demand from the seller payment of a contractual penalty of 0.04% of the total purchase price of the goods specified in the Order, for each and the day of delay started. This also applies in case of non-delivery or late delivery of documents that are necessary for the receipt or use of the goods, or other documents, which the seller is obliged to submit to the buyer according to the Order.
  2. In case of delay of the buyer with payment of the agreed price, the seller has the right to claim against the buyer interest for late payment of a maximum of 0.02% of the unpaid amount for each day of delay.
  3. Payment of the contractual penalty does not relieve the seller of the obligation to deliver goods or documents according to the Order.
  4. The application of a contractual penalty shall be unaffected by the right to full compensation for damage caused by an infringement of contractual obligations.

XI. Circumstances excluding liability

  1. An impediment to liability shall be deemed to exist independently of the will of the obliged party and prevent it from fulfilling its obligation if it cannot reasonably be presumed that the obliged party would have averted or overcome that obstacle or its consequences, and, furthermore, that it would have foreseen that obstacle at the time when the commitment admitted it. The party relying on it shall be obliged to inform the other Contracting Party in writing without delay of the occurrence of a circumstance excluding liability, otherwise it may not be invoked.
  2. Liability shall not preclude an obstacle which arose only at a time when the obliged party was in arreated in the performance of his obligation or arose from his economic circumstances.
  3. If the circumstances excluding liability last longer than 6 months, either party is entitled to withdraw unilaterally from the Order.

XII. Withdrawal from the Order and termination of the contractual relationship

  1. You may withdraw from the Order except as provided for by law:

    a) if the seller is in arrece in fulfilling his obligations from the Order by more than 30 days,
    (b) where the goods supplied do not meet the agreed parameters.
  2. Withdrawal from the Order must be notified in writing to the other party.
  3. The effects of the withdrawal arise at the moment of receipt of written notification to the other party, and claims for a contractual penalty and compensation for damage resulting from an infringement of the contract are not affected.
  4. An order having as its object an obligation to operate repeatedly or seutten may be terminated by either Contracting Party without giving any reason. A period of notice of 1 month shall begin on the first day of the month following receipt of the denunciation by the other Contracting Party. During the period of notice, the Parties undertake to ensure smooth performance according to the Order, unless otherwise agreed.

XIII. Protection of confidential information

  1. All the seller's documents for fulfilling the Order, facts which are not generally known or readily available in the relevant business circles in connection with the preparation or performance of the Order become known to each other about the other party (in particular facts of a commercial, production or technical nature) which are not generally known or readily available in the relevant business circles are treated as confidential, may not be disclosed, disclosed or made available to a third party without the consent of the other party and may not be used for any purpose other than the fulfilment of legal obligations or contractual obligations arising from the Order. The seller undertakes to keep the trade secret and to comply with the provisions of Organizational Directive No. 1/2012 for the protection of trade secrets transpetrol, a.s., with which he was acquainted. This obligation shall be respected by the Contracting Parties without time limit even after the termination of the contractual relationship.

XIV. Privacy Policy

  1. Information on how the Buyer (in this case the Controller according to Act No. 18/2018 Z.z. on the Protection of Personal Data and GDPR) processes the personal data of the seller's data subjects is published on the website: https://www.transpetrol.sk/ochrana-osobnych-udajov.

    At the same time, the seller undertakes to inform the data subjects of the way in which the buyer processes personal data.
  2. The seller is not entitled to process personal data in any way when providing the transaction. In the event that the seller, for any reason, comes into contact with personal data, he undertakes to keep them confidential without time limit even after the completion or termination of the order.

XV. Final provisions

  1. All agreements to date, both oral and written, concerning the negotiations on the Order between the Parties cease to be valid on the date of conclusion of the Order.
  2. In the event that any provision of the Order becomes invalid, unlawful or unenworkable in any respect, it shall in no way affect or violate the validity, legality or enforceability of the other provisions of the Order and the GTC-T.
  3. Legal relations not specified in the Order and GTC-T are governed by the relevant provisions of the Commercial Code.
  4. The Contracting Parties undertake to resolve any disputes or inconsistencies arising out of the Order as a matter of priority by means of mutual negotiations. In the event of the impossibility of resolving conflicts by agreement of the parties, the resolution of all disputes arising from the Order, including disputes about its validity, interpretation or revocation, will be the jurisdiction of the competent general court under the law of the Slovak Republic. The seller located outside the Slovak Republic acknowledges that any disputes arising out of the Order are subject to the assessment and decision of the court competent according to the place of residence of the buyer and according to the substantive and procedural regulations of the Slovak Republic.
  5. The Contracting Parties shall proceed to settle their tax obligations in accordance with the applicable legislation of the Country in which they are resident and in accordance with applicable international law, excluding the possibility of taking over the tax liability of the business partner.
  6. By accepting the Order, the Seller certifies that he has become acquainted with these GTC and accepts the conditions set out therein.
  7. The seller undertakes to refrain from any corrupt conduct or other anti-social activity and is aware that the client has a strong anti-corruption policy in place which completely rejects any form of corrupt conduct and takes all steps towards adequate accountability to the entity of such conduct.

General terms and conditions for the execution of the work

I. General provisions

  1. The General Terms and Conditions for the execution of the work (hereinafter referred to as "GTC-D") apply to all orders placed by TRANSPETROL, a.s., Šumavská 38, 821 08 Bratislava (hereinafter referred to as "TP" or "The Customer") with the other party (hereinafter referred to as the contractor) for the purpose of performing a particular work (hereinafter referred to as the "Order"). The application of the GTC-D of the other Party or any other GTC-D is hereby expressly excluded, unless otherwise agreed by the Parties. These GTC-D are also applied accordingly to all orders of TRANSPETROL, a.s. whose object is the provision of services.
  2. Amendments to these GTC-D shall be binding on the Contracting Parties only if they have been agreed upon by the Contracting Parties. The different arrangements provided for in the Order take precedence over the wording of the GTC-D.
  3. These GTC-D are part of the Order in accordance with section 273 of Act No. 513/1991 Zb. Commercial Code, as amended (hereinafter referred to as the "Commercial Code").
  4. Each Order must contain essential particulars according to § 536 Of Commercial Code No. 513/1991 EC, as amended, and basic identification data of the contracting parties in terms of registration in the commercial or trade register or registration in other legally prescribed registers.

II. Subject matter

  1. The subject of the performance is the contractor's obligation to perform a certain work for the client and the obligation of the client to pay the contractor the price for its execution. The contractor is obliged to perform the work properly and in a timely manner, without any vass, according to the specification requested by the client in the Order.
  2. Unless otherwise agreed by the parties, the contractor is not entitled to partial performance of the subject matter of the Order. Failure to carry out the work to the extent, in due time and quality as agreed in writing in the Order shall be considered a material breach of the contractual relationship.

III. Price, currency and payment terms

  1. The price of the subject of the work is agreed in accordance with Act No. 18/1996 Z .z. on prices, as amended. The agreed price is stated in the order is excluding VAT. VAT shall be applied to this amount in accordance with the legislation in force.
  2. Unless otherwise agreed in writing in the Order, the price for the execution of the work (hereinafter referred to as the "price of the work") includes all costs of the contractor for the execution of the work as well as the costs associated with the handing over of the work to the client at the place of handover of the work.
  3. The contractor is entitled to payment of the price of the work only after the execution and handing over of the work.
  4. The client is obliged to pay the price of the work only on the basis of an invoice drawn up by the contractor and delivered to the client, annexed to which will be documents proving compliance with the object of the Order. The client pays the contractor the price of the work by transfer order in the agreed currency. The invoice for the fulfilled object of the Order will be made in the agreed currency.
  5. The due date for invoices (imprest, partial, final) and corrective invoices is within 30 days from the date of their receipt to the other Party.
  6. The date of fulfillment of the monetary obligation is considered to be the date of write-off of the amount due from the customer's account to the contractor's account. If the last day of the period falls on a Saturday, Sunday or a holiday, the last day of the period shall be the next following working day
  7. The invoice must contain all the particulars in accordance with the applicable legislation of these GTC-T, otherwise the customer has the right to return the invoice without payment. The authorised return of the invoice ceases to run due and runs a new time from the date of receipt of the new (corrected) invoice.
  8. The customer's bank details stated on the invoice must be the same as the bank connection agreed in the Order, otherwise the customer will pay the invoice to the contractor's account stated on the invoice.
  9. Each invoice must be provided with a receipt confirming receipt of the work by the client, the relevant technical documentation (if agreed in the Order) and a copy of the Order.
  10. The parties agree that the contractor's claims against the client arising from this Order, the contractor is not entitled to transfer to a third party without the prior written consent of the client. Otherwise, such transfer shall be null and void.

IV. Place and date of performance, method of execution of the work

  1. The date of fulfillment is stated in the Order. A change in the date of performance is possible only by written agreement of both Parties.
  2. The contractor is obliged to hand over the duly performed work within the date and place agreed in the Order. If the place of handover is not specifically negotiated in the Order, the contractor is obliged to hand over the work at the customer's registered office.
  3. The client is entitled to continuously check the execution of the work. If the client finds that the contractor is performing the work in violation of his obligations, the client is entitled to demand that the contractor remedy defects arising from the defective execution of the work and perform the work in an orderly manner.
  4. If the contractor fails to comply with this obligation even within a reasonable period of time provided to him for this purpose by the client, the client has the right to withdraw from the Order.
  5. Failure to meet the date of delivery of the work of the required quality is considered a material violation of the Order and these GTC-D.

V. Transfer of title and risk of damage

  1. The owner of the work is the client.
  2. The items (materials and equipment) necessary for the execution of the work are provided by the contractor. The price of the items needed to perform the work is part of the price according to the Order. The contractor remains the owner of the items necessary for the execution of the work until its fixed incorporation into the work which is the subject of this Order, with the exception of items paid by the client prior to their installation (assembly, processing), the owner of which is already the customer.
  3. The risk of damage to the work as well as to the items necessary for the execution of the work shall be borne by the contractor until the final protocol acceptance of the work by the client.

VI. Acceptance of the work and examination of the work

  1. The receipt protocol signed by representatives of both Parties will be proof that the subject of the Order has been fulfilled.
  2. The contractor shall, at the latest on receipt of the work by the client, hand over to the client the documents necessary for the taking over and use of the work, the relevant technical documentation, and tests on the materials used in the execution of the work and the documents of the examinations carried out, or other documents, if generally binding legislation or the relevant technical regulations so require or are required by the client or their submission is customary due to the nature of the work.
  3. If the nature of the performance results or the client so requests in his Order, the contractor is obliged to subject the work before its delivery to tests or technical inspections (hereinafter referred to as "tests") in order to determine whether the work meets the quality and design requirements and whether it meets the conditions laid down by the order. The contractor is obliged to submit the test result to the client at the latest upon receipt of the work by the client.
  4. The client has the right to be present at the performance of the examinations of the work The contractor is obliged to notify the client of the place and date of the examinations, no later than 3 working days before the scheduled date of the examinations. The costs of carrying out the examinations of the work shall be borne by the contractor. The performance of examinations with the participation of the client does not relieve the contractor of responsibility for defects found after the handover of the work.

VII. Defects of the work and claims arising from defects of the work

  1. The contractor is obliged to perform the work properly and in a timely manner, to the extent and quality specified by the Order. Otherwise, the work has a defect.
  2. The contractor is responsible for the fact that the work performed does not show any defects and that there will be no claims against the client against the client for infringement or infringement of copyright, trademark rights or other rights (rights in rem, bond rights).
  3. In accordance with section 564 of the Commercial Code, the provisions of § 436 to 441 of the Commercial Code apply mutatis mutandis to the customer's claims of the work. The contractor undertakes to remedy the defects claimed without delay, but no later than 30 days from the date of the defect's claim, unless the parties agree otherwise in writing.
  4. Claims arising from works' damages shall be without prejudice to claims for damages and contractual penalties.
  5. In respect of a Work or performance protected by copyright, the contractor declares that he is entitled to exercise the property rights of the author(s) of the Work and within the meaning of § 65 a. Copyright Act No. 185/2015 Z.z. gives the client permission to use the Work supplied on the basis of the Order and at the same time protected under the Copyright Act for the purpose arising from the Order and, if necessary, the Client, in a manner within the meaning of § 19 Copyright Act, to an unlimited extent, without time limit. The reward for giving consent for the use of the work (license) to the client is included in the price of the work according to the Order. The contractor undertakes to compensate the client in the event that the work has legal defects.
  6. The contractor undertakes, in the event of a request from the client, to eliminate even such defects, the liability for which he denies, with the result that the question of liability and cost-bearing will subsequently be addressed.

VIII. Quality guarantee

  1. By guaranteeing the quality of the work, the contractor assumes that the work will be fit for use for an agreed or customary purpose for a specified period of time and that it will continue its agreed or customary characteristics.
  2. Unless otherwise agreed in the Order, the warranty period is 5 years for construction and construction-related activities and 2 years for other activities starting from the date of log acceptance of the work by the client.

IX. Risks arising from the work

  1. The contractor shall provide the client with relevant information on hazards arising from the use of the work under specified operating and user conditions, including information on how to protect against such hazards, and take measures resulting from specific regulations to ensure safety, health, fire protection and environmental protection.
  2. When performing the work, the contractor is obliged to comply with the provisions of generally binding environmental legislation, the STN as well as the internal regulations of the client with which he has been notified.

X. Rights and obligations of the contractor

  1. The contractor is fully responsible for the safety and health of persons in the construction site/workplace area. Professional work must be carried out only by the contractor's or his subcontractors, who have the appropriate qualifications, competence and authority to carry out such work. The contractor is obliged, when performing the work, to ensure compliance with the decisions of the competent authorities of the the technical standards in force, in particular the STN, the relevant generally binding legislation in force, in particular on safety and health at work, on safety of work and technical equipment in construction work, regulations on fire protection and fire prevention, prohibition of the introduction, consumption of alcoholic beverages, use of narcotic drugs or psychotropic substances, smoking, as well as internal regulations of the customer with which he has been informed. The contractor shall be responsible for ensuring that all workers he uses to carry out the work are authorised and competent to carry out the work in question, properly instructed by OSH and PO regulations, sufficiently equipped with the necessary appropriate protective work equipment, trouble-free work machines, instruments and tools. The customer's representative is entitled to check compliance with these obligations, he also has the right to invite the contractor or subcontractor to undergo an alcohol or other intoxicating or psychotropic substance test and they are obliged to submit to the inspection. In the event of deficiencies being identified, the contractor shall be obliged to report from the workplace and replace a worker who does not fulfil the conditions set out in this point GTC-D. The refusal to submit to a check or any destruction of the check shall have the same consequences as the finding of deficiencies referred to above.
  2. The contractor undertakes not to violate the prohibition on illegal employment when performing the work and to ensure that his suppliers also fulfil the obligations and obligations under this point of the GTC-D. In the event of a breach of the contractor's obligation under this point of the GTC-T, the contractor undertakes, by application by the client, to pay a contractual penalty of EUR 500 for each infringement. A breach of these contractor's obligations shall be considered to be a material breach of the contractual relationship.
  3. The contractor may move only at a defined place of work, be responsible for cleanliness and order at the site/site and in its immediate vicinity and shall dispose, at its own expense, of waste ingested as part of its operation, while respecting environmental, hygiene, waste management regulations, documenting in writing the authorisation for disposal and disposal in accordance with the law and unconditionally ensuring the ongoing cleaning of the workplace and the mechanisms prior to the exit to public roads. The contractor undertakes to prove, at the latest when handing over the site/workplace, that he has been registered for the collection of waste within the meaning of § 98 of act No. 79/2015 Z.z. on waste from the relevant DS, the Department of Environmental Welfare at his place of residence, or that he has a contract carrier who has valid registration according to the previous part of this sentence. Failure to produce documents under this point of the contract shall be considered a material breach of the contractual relationship.
  4. The contractor acknowledges that excavation work, open fire work and welding work can only be carried out with the prior written consent of the head of the pumping station or his authorised representative! A breach of this obligation by the contractor shall be deemed to be a material breach of this Agreement.
  5. The contractor undertakes and is responsible for being a qualified entity within the meaning of the relevant generally binding legislation for the execution of the work. The contractor undertakes to ensure the continuous professional organisation, management, documentation and coordination of works and other activities in accordance with the rules in force.
  6. The contractor is obliged to notify the client without undue delay of the inappropriate nature or defects of things, documents or instructions received from the client.
  7. The contractor undertakes, at his own expense, to keep the submitted site/workplace in a condition complying with the regulations to ensure health and safety at work, as well as the regulations on fire protection, water protection, the environment and other regulations relating to the execution of the work, the contractor shall be responsible for fire protection of the work and compliance with those regulations.
  8. The contractor shall be fully responsible for damage to the lines and engineering networks located on the site/workplace as indicated in the PD or the determination of which has been transmitted to the contractor
  9. The contractor acknowledges that the client is according to Act No. 69/2018 Z.z. on cybersecurity and on the amendment of certain laws (hereinafter referred to as the Act), included in the register of operators of essential services maintained by the National Security Office, which may result in the contractor's obligations to ensure compliance with security measures and notification obligations under the Act, as well as the National Security Office Decree No. 362/2018 Z.z., which sets out the content of security measures, the content and structure of the security documentation and the scope of the general security measures as amended. In the event that the performance provided by the contractor is related to the operation of the client's networks and information systems, the contractor undertakes to conclude a contract with the client immediately within the meaning of § 19 paragraph 2 of the Act to ensure compliance with security measures and notification obligations.

XI. Contractual sanctions

  1. If the contractor is in arrears with the execution of the work according to the Order (does not return the duly completed work within the agreed date) or with the removal of the claimed dues, the client has the right to demand from the contractor payment of a contractual penalty of 0.04% of the total price of the work, both for each day of delay started. This also applies in the case of non-delivery or late delivery of documents necessary for the receipt or use of the work, or other documents which the contractor is obliged to submit to the client according to the Order.
  2. In case of delay of the client with payment of the agreed price of the work, the contractor has the right to invoice the client interest for late payment of a maximum of 0.02% of the unpaid amount for each day of delay.
  3. Payment of the contractual penalty does not relieve the contractor of the obligation to perform the work or hand over the documents according to the Order.
  4. The application of the contractual penalty shall be unaffected by the client's claim for full compensation for damage caused by breach of contractual obligations.

XII. Circumstances excluding liability

  1. An impediment to liability shall be deemed to exist independently of the will of the obliged party and prevent it from fulfilling its obligation if it cannot reasonably be presumed that the obliged party would have averted or overcome that obstacle or its consequences, and, furthermore, that it would have foreseen that obstacle at the time when the commitment admitted it. The party relying on it shall be obliged to inform the other Contracting Party in writing without delay of the occurrence of a circumstance excluding liability, otherwise it may not be invoked.
  2. Liability shall not preclude an obstacle which arose only at a time when the obliged party was in arreated in the performance of his obligation or arose from his economic circumstances.
  3. If the circumstances excluding liability last longer than 6 months, either party is entitled to withdraw unilaterally from the Order.

XIII. Withdrawal from the Order and termination of the contractual relationship

  1. You may withdraw from the Order except as provided for by law:

    – if the contractor is in arrece in fulfilling his obligations under the Order by more than 30 days
    – if the subject matter of the work submitted does not meet the agreed parameters.
  2. Withdrawal from the Order must be notified in writing to the other party.
  3. The effects of the withdrawal arise at the moment of receipt of written notification to the other party, and claims for a contractual penalty and compensation for damage resulting from an infringement of the contract are not affected.
  4. An order negotiated for an indefinite period, the object of which is an obligation to operate repeatedly or seconuded, may be terminated by either contracting party without giving any reason. A period of notice of three months shall begin on the first day of the month following receipt of the denunciation by the other Contracting Party. During the period of notice, the Parties undertake to ensure smooth performance according to the Order, unless otherwise agreed.

XIV. Protection of confidential information

  1. All customer's documents for fulfilling the Order, facts which are not generally known or readily available in the relevant business circles in connection with the preparation or performance of the Order, become known to each other about the other party (in particular facts of a commercial, production or technical nature) which are not generally known or readily available in the relevant business circles shall be treated as confidential, shall not be disclosed, disclosed or made available to a third party without the consent of the other Party and may not be used for any purpose other than to fulfil legal obligations or contractual obligations arising from the Order. The contractor undertakes to keep the trade secret and to comply with the provisions of Organizational Directive No. 1/2012 for the protection of trade secrets transpetrol, a.s., with which he was acquainted. This obligation is fulfilled by the parties without time limit even after the termination of the Order.
  2. The contractor undertakes that during the execution of the Work, individual copies of the project documentation as well as other documents necessary for the execution of the Work will be handed over to the client in such a way that they are accessible only to authorised personnel of the contractor. The contractor is entitled, to the extent necessary, to provide, under the same conditions, with the obligation under the preceding point of the GTC-D, the necessary part of the project documentation to his subcontractors.

XV. Privacy Policy

  1. Information on how the customer (in this case the Controller according to Act No. 18/2018 Z.z. on the protection of personal data and GDPR) processes the personal data of the contractor's data subjects is published on the website: https://www.transpetrol.sk/ochrana-osobnych-udajov.

    At the same time, the contractor undertakes to inform the data subjects of the way in which the client processes personal data.
  2. The contractor shall not be entitled to process personal data in any way when providing the transaction. Should the contractor, for any reason, come into contact with personal data, he undertakes to keep them confidential, without time limit, even after the order has been completed or extinguished.
  3. The contractor shall submit to the customer a list of vehicles and a name list of his employees with the necessary personal data, which the client is entitled to use for retraining and issuing permits for access to transpetrol,a.s. premises and then identifying the workers for the duration of this contract. The contractor declares that he has the legal basis for the provision of personal data to the extent and for the purpose of this agreement, and undertakes to inform the data subjects of the way in which the client processes the personal data and, on request, to provide the customer with proof of this.

XVI. Special provisions in the case of a foreign contractor

  1. The Contracting Parties shall proceed to settle their tax obligations in accordance with the applicable law of the State in which they are resident and in accordance with applicable international legal standards, excluding the possibility of taking over the tax liability of the business partner.
  2. The contractor submits to the client for the signature of the Order by the customer an officially certified confirmation of the tax (financial) office about the tax domicile (residence).
  3. The contractor submits to the client for the signature of the Order by the client a solemn declaration as to whether or not he has a permanent establishment in the territory of the Slovak Republic within the meaning of the legislation in force in the Slovak Republic or an international agreement. If the contractor has a permanent establishment on the territory of the Slovak Republic after signing the Order, he is obliged to inform the client about this fact without delay.
  4. In the event that the contractor implements the object of the Order through his branch located in the territory of the Slovak Republic, he will submit to the client an officially certified copy of the extract from the Commercial Register of this branch not older than 3 months.
  5. If the contractor has an establishment or permanent establishment in the territory of the Slovak Republic, he submits to the client an officially certified copy of the certificate of registration for income tax payer in the territory of the Slovak Republic, as well as a final decision of the competent tax administrator that he pays advances on tax under the Income Tax Act in force in the Slovak Republic. Only on the basis of the above documents submitted will the customer not withers up to the amount to secure the tax, or will proceed as stated in the decision of the respective tax administrator.
  6. In the event that the contractor has an establishment or permanent establishment in the territory of the Slovak Republic and does not submit the decision of the competent tax administrator on the payment of advances on income tax according to point 5. which takes precedence over this Law, to the moment of payment. Where the contractor pays advances on income tax but the relevant tax administrator has decided otherwise to wither the advances to secure the tax, the customer shall follow this Decision.
  7. In the event that the contractor is a registered VAT payer in the territory of the Slovak Republic, the contractor shall also submit to the client an officially certified copy of the certificate of registration as a VAT payer with the current verification date. Where the contractor is a registered VAT payer in another EU Member State and the subject matter of the transaction of this contract is to be carried out as a VAT payer registered for VAT in another EU Member State (the relevant EU Member State has allocated him a VAT number), the contractor is also obliged to provide the customer with an officially certified copy of the VAT registration certificate in the country which registered him for vat payer (which has allocated him the VAT number under which he carries out the transaction).
  8. If, for any reason, the tax administrator refunds to the contractor the withheld and paid advance payment to secure the tax through the taxable person, i.e. TRANSPETROL, a.s., this amount of tax will be paid into the account of the foreign contractor in the amount and currency specified in the decision of the respective tax administrator, up to a maximum of the foreign currency tax withheld.
  9. The Client undertakes to submit to him all necessary documents for the proper settlement of his tax obligations at the request of the contractor.
  10. If, after signing the Order, a permanent establishment is created in the territory of the Slovak Republic, and does not inform the customer in accordance with these GTC, the contractor declares and at the same time undertakes to compensate the customer for the security of the tax, fines and interest that the client may incur as a result of the non-deduction of the advance to secure the tax, where such non-deduction resulted from the client's trust in the contractor that the contractor does not have a permanent establishment in the territory of the Slovak Republic. The customer may claim the above compensation at the earliest on the date of receipt of the payment notice issued by the competent tax authority addressed to the customer.
  11. The documents required under the above points of this GTC-D provision are an integral part of the order.
  12. The contractor acknowledges that any disputes arising from the Order are subject to the assessment and decision of the court competent according to the place of residence of the client and according to the substantive and procedural regulations of the Slovak Republic.

XVII. Final provisions

  1. All agreements to date, both oral and written, regarding negotiations on this Order between the Parties shall cease to be valid on the date of conclusion of this Order.
  2. In the event that any provision of the Order and the GTC-D becomes invalid, unlawful or unenworkable in any respect, it shall in no way affect or violate the validity, legality or enforceability of the other provisions of the Order and the GTC-D.
  3. Legal relations not specified in the Order and GTC-D are governed by the relevant provisions of Commercial Code No. 513/1991 EC, as amended.
  4. The Contracting Parties undertake to resolve any disputes or inconsistencies arising out of the Order as a matter of priority by means of mutual negotiations. In the event of the impossibility of resolving conflicts by agreement of the parties, the resolution of all disputes arising from the Order, including disputes about its validity, interpretation or revocation, will be the jurisdiction of the competent general court under the law of the Slovak Republic.
  5. The Contracting Parties shall proceed to settle their tax obligations in accordance with the applicable law of the State in which they are resident.
  6. By accepting the Order, the Seller certifies that he has become acquainted with these GTC-D and accepts the conditions set out therein.
  7. The contractor undertakes to refrain from any corrupt conduct or other anti-social activity and is aware that the client has a strong anti-corruption policy in place which completely rejects any form of corrupt conduct and takes all steps towards adequate accountability to the subject of such conduct.
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