§ 1 General Provisions

(1) These General Purchasing Terms and Conditions of DELIPRO, s.r.o., with its registered office at Vrbovská cesta 17, 921 01 Piešťany, Slovak Republic, Company ID No.: 31 439 845 (hereinafter referred to as “DELIPRO” or the “Purchaser”), govern the terms and conditions for all orders, purchases and procurement of goods, including materials, as well as the provision of services by suppliers to DELIPRO (hereinafter referred to as the “GTCP”).

(2) The conclusion of contracts and/or legal relationships arising from orders shall be governed exclusively by these GTCP. Any terms and conditions of the Supplier that conflict with or deviate from our GTCP shall not be recognized unless expressly agreed to by DELIPRO in writing. Our GTCP shall also apply if DELIPRO performs its contractual obligations without reservation despite being aware of conflicting or deviating conditions of the Supplier. In particular, DELIPRO shall be bound by the Supplier’s general terms and conditions only to the extent that they correspond with these GTCP or have been expressly accepted by DELIPRO in writing, even if such conditions are stated on the Supplier’s business documents and DELIPRO does not expressly object to them again. In particular, any acts of contract performance by DELIPRO shall not be deemed acceptance of contractual conditions deviating from these GTCP.

(3) These GTCP shall apply only towards entrepreneurs, legal entities under public law, or special funds under public law.

(4) All agreements made between DELIPRO and the Supplier for the purpose of amending or executing the contract must be made in writing. This shall also apply to any amendments or supplements.

(5) These GTCP shall also apply as a framework agreement to all future transactions with the Supplier, even if they are not expressly referred to again, until DELIPRO notifies the Supplier of amended GTCP. Unless the Supplier objects to the amended GTCP in writing and with justification within two weeks from notification, the amended GTCP shall be deemed accepted.

(6) By accepting and/or executing our order, these GTCP shall be fully acknowledged and shall form an integral part of the contract.

§ 2 Offers, Orders and Contracts

(1) If the offers do not expressly contain a binding period, we shall be bound thereto for two weeks from the date of the order. Timely acceptance shall be determined by the receipt of the declaration of acceptance by us. The Supplier shall be obliged to accept our order within 14 days, unless different binding periods have been agreed in individual cases.

(2) Offers shall comply with the inquiry submitted by us and take into account the enclosed documents, drawings, article geometries and factory specifications. Any reservations, concerns, deviations or alternative proposals must be clearly indicated. All proposals and offers shall be free of charge and non-binding for us.

(3) If the Supplier is responsible for development and/or drawings, the Supplier shall provide such documents to DELIPRO without request, no later than 14 business days after receipt of a written request from DELIPRO.

(4) Orders and amendments to orders must be made in writing. In case of doubt, the content of oral or telephone discussions shall only be binding if confirmed in writing. Amendments or supplements to the order shall only be valid if confirmed by DELIPRO in writing.

(5) Notwithstanding any offers prepared by the Supplier, only the content of the Purchaser’s written order shall be binding. If the order confirmation deviates from the order, the Supplier must clearly indicate such deviations in the order confirmation. The Supplier shall immediately review the order for any recognizable errors, ambiguities, incompleteness or unsuitability of the specifications selected by the Purchaser for the intended use and shall immediately inform the Purchaser of any necessary amendments or clarifications to the order.

(6) Every order and amendment to an order must be confirmed by the Supplier in writing and handled separately in all correspondence. The Purchaser shall be entitled to revoke the order free of charge at any time prior to confirmation of the order. Such revocation shall be deemed timely if dispatched before receipt of the order confirmation.

(7) If the order confirmation deviates from the order, the Purchaser shall only be bound if it has agreed to the deviation in writing. Acceptance of deliveries or services, as well as payments, shall not constitute consent.

(8) The assignment of orders to third parties without the Purchaser’s written consent shall be prohibited and shall entitle the Purchaser to withdraw from the contract in whole or in part and to claim damages. Upon approval by the Purchaser, the third party shall be deemed an agent of the Supplier in performance of the contract.

(9) In all correspondence, the order number and/or Purchaser’s name stated in the order must be indicated. DELIPRO shall not be liable for delays resulting from non-compliance with this obligation.

(10) By confirming the order, the Supplier declares that it shall be responsible for the procurement of the order and all required sub-deliveries and services, even without fault.

(11) Throughout the entire execution and performance period, the Supplier shall ensure that only sufficiently qualified, trained and professionally competent personnel are deployed for the respective activities. Upon request by DELIPRO, appropriate proof of qualifications and training of the deployed personnel shall be submitted without delay. If the Supplier does not possess the necessary expertise in individual areas of performance, it shall engage suitable and appropriately qualified third parties at its own expense and without additional costs to DELIPRO.

§ 3 Prices, Terms of Payment, Invoice Information

(1) The price stated in the order shall be binding. Subsequent price changes, in particular due to cost increases, are excluded. Price adjustment clauses shall not be accepted by DELIPRO unless expressly agreed in writing in individual cases.

(2) In the event of an obviously incorrect order, e.g. excessive quantity or excessively high price, the Supplier shall be obliged, pursuant to § 2, Section 5, to notify this immediately.

(3) All prices are guaranteed fixed prices and include all services and ancillary services of the Supplier (e.g. assembly, installation). Unless otherwise agreed in writing, the price includes delivery and transport to the shipping address specified in the contract, including packaging, as well as any other ancillary costs and duties. Upon our request, the Supplier shall take back the packaging at its own expense. Insurance costs, in particular transport insurance, shall only be borne by us upon our prior written declaration of assumption of such costs.

(4) The price stated on the invoice shall be understood to include the Incoterm Delivered Duty Paid (DDP). Exceptions require the written approval of DELIPRO.

(5) Unless otherwise agreed, we shall pay the purchase price within 14 days with a 3% cash discount or within 30 days net following delivery of the goods and receipt of the invoice. If invoicing is agreed to be made in instalments, DELIPRO shall not lose its entitlement to the cash discount if other instalment payments are not made within the cash discount or due date period.Timely payment shall be deemed effected upon receipt of our transfer order by our bank, provided that the bank accepts and executes such order. Bank charges of the recipient’s bank shall be borne by the Supplier. The payment and cash discount period shall commence once the delivery or service has been fully accepted by DELIPRO and the properly issued invoice has been received by DELIPRO.To the extent that the Supplier is required to provide material tests, inspection reports, quality documents or other documentation, completeness of the delivery or service shall also require receipt of such documents by DELIPRO. Deduction of the cash discount shall also be permissible if DELIPRO offsets claims or withholds payments in a reasonable amount due to defects; the payment period for the amount withheld due to defects shall commence upon complete remedy of the defects. In the event of late payment, DELIPRO shall owe default interest in the amount of 5% p.a.

(6) All documents provided by the Supplier must indicate our order number, article number, delivery quantity and delivery address. Should one or more of these details be missing and processing by us thereby be delayed within the scope of our ordinary course of business, the payment periods specified in paragraph 5 shall be extended by the duration of the delay.

(7) We shall be entitled to rights of set-off and retention as well as the defence of non-performance of contract to the extent provided by law. In particular, we shall be entitled to withhold due payments as long as claims arising from incomplete or defective services against the Supplier still exist.

(8) The Supplier shall only have a right of set-off or retention in respect of counterclaims that have been legally established, acknowledged or are undisputed.

(9) DELIPRO strives to support suppliers with target prices for strategically important procurement products. However, the Supplier shall remain completely free in determining prices. In the event of major deviations, the common objective of DELIPRO and the respective Supplier shall be to identify explanations for such deviations. The basis for this is the establishment of a fair supplier relationship, especially with regard to future orders that are intended to be awarded in a trustworthy manner without excessive administrative effort.

(10) Changes to the scope of services by DELIPRO, provided they are objectively justified, must be accepted by the Supplier. An entitlement to additional remuneration shall exist only if DELIPRO has expressly commissioned the additional service in writing prior to its execution. The Supplier shall immediately notify DELIPRO in writing of any additional costs and submit a verifiable quotation. Additional services performed without prior written authorization by DELIPRO shall not give rise to any remuneration claim, even if such services were objectively necessary or expedient. The Supplier shall not be entitled to withhold, suspend or delay services as long as no agreement has been reached regarding any additional costs; the contractually agreed services must in any case continue to be performed unchanged.

(11) Performance of the contract by DELIPRO shall be subject to the condition that no obstacles exist outside DELIPRO’s sphere of influence, namely unforeseeable events, in particular embargos and/or other sanctions.

(12) The Supplier shall be obliged to adjust the contract accordingly if it demonstrably grants more favourable conditions to a third party for comparable services or deliveries.

(13) One invoice shall be issued per delivery. Collective invoices shall not be permitted.

(14) The invoice must be sent to DELIPRO immediately after delivery or performance of the service, stating all order details. The format of the invoice must enable easy comparison with the order as well as simple invoice verification. Invoices must comply with the requirements of VAT legislation. The order number and order details must be stated on the invoice.Invoices for labour services or assembly work must be accompanied by time sheets confirmed by DELIPRO. In the case of goods requiring export authorization, the invoice must contain all necessary markings for such authorization. If the Supplier has its registered office within the EU, it must provide its VAT identification number no later than together with the invoice. As long as such information is missing, invoices shall be deemed not issued and shall not be payable until corrected.

(15) Payments made by DELIPRO shall not constitute recognition of the proper performance of the delivery or service nor a waiver of any rights to which DELIPRO is entitled, in particular warranty claims, contractual penalties or claims for damages.

(16) Compensation or reimbursement for visits or the preparation of offers, projects, plans, etc. shall not be granted by the Purchaser even if no order is placed. Any deviating agreements must be made in writing.

§ 4 Delivery Time and Delivery, Performance, Transfer of Risk & Contractual Penalty

(1) Delivery or performance shall be made to the receiving location specified in the order, otherwise to the registered office of DELIPRO. The place of performance for deliveries or services shall be the aforementioned receiving location. The delivery period specified in the order (delivery date or deadline) shall be binding and, unless otherwise expressly agreed, shall commence upon receipt of the order by the Supplier. If no deadline has been agreed, delivery or performance shall be made without undue delay. Early deliveries or partial deliveries shall only be permissible with our written consent.

(2) Timeliness of deliveries or subsequent performance shall be determined by receipt at the receiving location, and timeliness of services by their acceptance. The Supplier shall be obliged to inform us immediately in writing if the delivery deadline cannot be met and to obtain our decision. In such case, the deadline shall only be extended if expressly acknowledged by DELIPRO in writing. If it already becomes apparent within the agreed period that the Supplier will not be able to properly perform its deliveries or services by the contractually agreed date, DELIPRO shall be entitled, at the Supplier’s cost and risk, to take all measures necessary to avert an impending delay.

(3) In the event of delay in delivery, the occurrence of which shall be governed by statutory provisions, we shall be entitled without limitation to the statutory claims, including the right of withdrawal and the claim for damages in lieu of performance after expiry of a reasonable grace period without result.

(4) In the event of culpable delays in delivery, following prior written notice to the Supplier, we shall be entitled to claim a contractual penalty amounting to 0.5%, up to a maximum of 5%, of the respective net order value for each commenced week of delay. In the case of culpable delays concerning partial performances, a contractual penalty of 0.5% of the net order value attributable to the affected partial performance, up to a maximum of 5% thereof, may likewise be claimed for each commenced week of delay. The total amount of various contractual penalties shall not exceed 5% of the total net order value. Further claims for damages, against which the contractual penalty shall be offset, shall remain reserved. If we accept the delayed performance, the contractual penalty must be asserted no later than upon our final payment.

(5) The Supplier shall require our written consent in order to assign the order in whole or in part to subcontractors or to have it performed by subcontractors.

(6) Risk shall pass to us, even where shipment has been agreed, only upon delivery of the goods to us at the agreed destination. In the case of deliveries involving installation or assembly, and in the case of services, risk shall pass upon acceptance.

(7) Our goods receiving department is open Monday to Friday from 6:15 a.m. to 2:15 p.m. This schedule may vary on bridge days between public holidays and shall be announced in advance.

(8) All shipments must be accompanied by a delivery note containing, in particular, the name of the Supplier and the Purchaser, the item number, order number, material number, where applicable the exact material description, as well as the exact quantity and the complete order identification.

(9) The Supplier shall be obliged to obtain at its own expense any import, export, transit or other official permits, approvals or consents of third parties (including all documents required therefor) necessary for the delivery or performance in the export, import or transit country, and to comply with the applicable requirements of national and international export control, customs and foreign trade law.The Supplier shall bear all expenses and damages incurred by DELIPRO due to the absence or inaccuracy of the aforementioned information.

(10) In the event of missing or insufficient shipping documents, in particular missing order data to be reported back, DELIPRO reserves the right to refuse acceptance at the Supplier’s cost and risk.

(11) Ownership of the delivery shall pass directly and fully to DELIPRO upon handover at the receiving location pursuant to paragraph 1 or, in the case of services, upon acceptance. Retention of title of any kind, as well as rights of retention of the Supplier and comparable statutory or contractual security rights of the Supplier, are expressly excluded and shall have no validity.

§ 5 Quality Assurance, Guarantee and Warranty Claims

(1) The Supplier guarantees that the order to be fulfilled by it fully complies with the specification of services and the latest state of the art. Deviations shall not be permissible without our express written consent, even if the items the Supplier intends to deliver are functionally equivalent to the item described in the order. The delivered goods must be equipped with the prescribed safety devices and comply with the applicable national and international safety regulations.

(2) Furthermore, in the case of deliveries of systems and equipment to be assembled by third parties or by DELIPRO, the Supplier shall provide all documents required to the usual extent and necessary for DELIPRO, in particular assembly plans, data sheets, installation instructions, processing instructions, storage, operating and maintenance regulations, spare and wear parts lists, etc.

(3) Furthermore, the Supplier guarantees that, within the scope of economic and technical possibilities, environmentally friendly products and procedures shall be used in its deliveries and/or services. The Supplier shall be liable for the environmental compatibility of the delivered products and packaging materials and for all consequential damages arising from the violation of statutory disposal obligations. Upon request of the Purchaser, the Supplier shall be obliged to issue a certificate of quality for the delivered goods.

(4) The Supplier undertakes to use environmentally friendly packaging that permits reuse and/or cost-effective disposal and complies with the applicable national and international legal regulations in this regard. The packaging shall ensure protection against damage, contamination and moisture during transport and storage so that DELIPRO may use the goods without additional expense. Suitable packaging materials and/or reinforcements shall ensure sufficient protection in order to exclude any risk of deformation of contractual items due to shocks, acceleration or deceleration during transport. Sealing surfaces shall be specially protected.

(5) All information important for the contents, proper storage and transport must be visibly affixed to the packaging. All damages caused by improper packaging shall be borne by the Supplier. In the event of delivery of hazardous goods, the applicable national and international legal regulations, in particular the requirements concerning the execution and marking of the packaging and means of transport, must be complied with. If the delivery contains goods classified as hazardous goods under the applicable regulations, the Supplier shall notify DELIPRO thereof no later than upon order confirmation.

(6) Upon request by DELIPRO, the Supplier shall take back packaging material at its own expense. Returnable packaging shall be returned to the Supplier at its own expense to its address. Unless otherwise agreed, the value of reusable packaging returned by DELIPRO shall be reimbursed by the Supplier. Should the Supplier refuse acceptance or if such acceptance is not possible, DELIPRO may arrange disposal at the Supplier’s expense. Any waste generated during delivery or performance shall be properly disposed of by the Supplier at its own expense and risk unless DELIPRO waives this requirement.

(7) The Supplier expressly declares compliance with the applicable national and international legal regulations concerning transport, packaging and disposal (e.g. participation in approved collection or recycling systems by itself or by upstream service providers) and shall indemnify and hold DELIPRO harmless in this respect in the event of non-compliance.

(8) DELIPRO reserves the right at any time to request proof of the Supplier’s quality assurance system and documentation regarding quality inspections, as well as to conduct audits at the Supplier’s premises at any time. The Supplier shall provide, at its own expense, all existing testing facilities, testing equipment and personnel required for inspections carried out by DELIPRO or its representatives during such audits. The Supplier shall agree upon the same quality assurance measures with its subcontractors and grant DELIPRO corresponding rights. Upon request, the Supplier shall provide DELIPRO with appropriate evidence thereof.

(9) The Supplier warrants that the delivery and/or service shall be performed completely free of defects, shall possess the agreed characteristics and shall fully ensure fitness for the intended purpose. The minimum agreed standard shall be the current state of the art.

(10) In the event of defects, we shall be entitled without limitation to the statutory claims. The warranty period shall be 2 years from delivery. It shall commence upon transfer of the delivery item to the Purchaser or to a third party designated by the Purchaser at the receiving or place of use specified by the Purchaser. In the event that the received goods are delivered – individually or after processing – to customers of the Purchaser, the period for hidden defects shall commence upon delivery to the respective customer. However, in such cases, the limitation period for claims relating to defects shall expire no later than 36 months after transfer of the delivery item to the Purchaser or to a third party designated by the Purchaser.

(11) For devices, machinery and systems, the warranty period shall commence on the acceptance date specified by the Purchaser in its written declaration of acceptance. If acceptance is delayed without fault on the part of the Supplier, the warranty period shall amount to 2 years following proper provision of the delivery item for the purpose of acceptance.

(12) For delivered parts that could not remain in operation during investigation of a defect and/or rectification of defects, any ongoing warranty period shall be extended by the duration of the operational interruption. For newly delivered parts, the warranty period shall recommence upon their transfer. Any downtime attributable to defects in the delivery/service shall be added to the warranty period.

(13) Receipt of goods shall take place, deviating from the relevant provisions of the Slovak Commercial Code, subject to subsequent incoming goods and quality inspection. The Purchaser shall inspect the delivery/service for any deviations in quality or quantity within a reasonable period in accordance with the circumstances of a proper course of business. Apparent defects must be notified to the Supplier in writing immediately upon discovery. Notification shall in any case be deemed timely if made within a maximum period of 14 days from receipt of the delivery by the Purchaser. Hidden defects must be notified and claimed by the Purchaser against the Supplier in writing no later than 14 days after becoming aware thereof.

(14) If a defect occurs within the first 6 months following delivery, it shall be presumed that the defect already existed at the time of transfer of risk.

(15) The Purchaser shall be entitled in full to the statutory warranty claims. The Purchaser shall be entitled, at its discretion, to require the Supplier to remedy the defect or make a replacement delivery. In such case, the Supplier shall be obliged to bear all expenses necessary for the purpose of remedying the defect or for replacement delivery or re-manufacture. The Purchaser expressly reserves the right to withdraw from the contract or reduce the price, as well as to claim damages or reimbursement of futile expenses.

(16) If the Supplier fails to fulfil its obligations arising from liability for defects within the reasonable period set by the Purchaser, the Purchaser may itself undertake the necessary measures at the Supplier’s cost and risk or have such measures carried out by third parties. In urgent cases, the Purchaser may, in coordination with the Supplier, perform the rectification itself or have it carried out by a third party.

(17) Minor defects may be remedied by the Purchaser itself – in fulfilment of its duty to mitigate damages – without prior coordination, without thereby limiting the Supplier’s obligations arising from liability for defects. In such case, the Purchaser may charge the Supplier for the necessary expenses incurred. The Purchaser shall have the same right in urgent cases and/or where unusually high damages are imminent. The Purchaser shall decide at its reasonable discretion whether such a case exists.

(18) The Supplier shall be obliged to notify its upstream suppliers immediately of any recourse claims asserted by the Purchaser. Independently thereof, the Supplier’s own obligations towards the Purchaser shall remain unaffected.

(19) If claims are asserted against us due to a defect in goods supplied by the Supplier, we shall be entitled in full to recourse claims against the Supplier, provided that the Purchaser’s rights of recourse shall also apply where only a partial delivery is concerned and/or no consumer goods purchase exists. Furthermore, the Purchaser’s recourse claims shall become time-barred no earlier than 6 months after the point in time at which we have satisfied the claims of our customer.

(20) The Supplier shall be responsible for quality assurance with regard to the items to be delivered by it. Our obligations to inspect and notify defects shall therefore be limited to defects that become apparent during our incoming goods inspection upon external examination (e.g. transport damage, incorrect or short deliveries). If parts of the scope of delivery do not comply with customary commercial quality during random inspections, the entire delivery may be rejected. If acceptance of the items has been agreed, no separate inspection obligation shall apply. Notifications of deviations in quality and quantity shall in any case be deemed timely if we notify the Supplier thereof within 14 days after receipt of the goods by us. Hidden material defects shall in any case be deemed timely notified if notification is made to the Supplier within 14 days after discovery. Failure to provide timely notice of defects shall in no case result in forfeiture of DELIPRO’s claims arising from such defects.

(21) The Supplier shall bear the costs incurred for inspection and subsequent performance even if the request for subsequent performance proves to be unjustified. This shall not apply if our request for subsequent performance was made with knowledge or grossly negligent ignorance of the fact that no defect existed.

(22) Acceptance or approval of submitted samples or specimens shall not constitute a waiver of warranty claims.

(23) Upon receipt by the Supplier of our written notice of defects, the limitation period for warranty claims shall be suspended. In the event of replacement delivery or remedy of defects, the warranty period for replaced or repaired parts shall recommence, unless such measure was clearly carried out solely as a gesture of goodwill and without acknowledgment of any legal obligation.

§ 6 Notice and Duty of Care

(1) If we have informed the supplier about the intended purpose of the deliveries or services, or if the intended purpose is recognizable to the supplier even without explicit notice, the supplier shall immediately inform us if the deliveries or services are evidently unsuitable for serving the known purpose.

(2) The supplier shall immediately notify us in writing of any changes in the composition, design execution, or processed material compared to similar deliveries or services previously provided to the purchaser. Such changes may only be implemented in the further execution of the order with our prior written consent.

(3) The supplier warrants that its deliveries and services comply with environmental protection regulations, accident prevention regulations, occupational health and safety requirements, other legal provisions, and applicable technical standards.

(4) The supplier shall immediately inform us of any product-specific requirements regarding the handling of the delivery or its disposal that are not generally known.

§ 7 Fire Protection, Environmental Protection, Occupational Safety

(1) If the Supplier performs work and/or deliveries within one of the Purchaser’s operating facilities within the scope of the contractual relationship, the Supplier shall strictly comply with the internal regulations applicable to the respective operating facility (in particular safety, environmental protection, fire protection and hygiene regulations) and shall ensure that its employees/staff and subcontractors comply with them accordingly. The Purchaser shall not bear the risk for property of the Supplier or its personnel brought onto the Purchaser’s premises.

(2) The Supplier shall request these regulations in advance from the respective operating facility and shall properly instruct and train its employees accordingly.

(3) The Supplier shall be liable for any culpable violation of these internal regulations by its employees/staff and subcontractors. The Supplier acknowledges that the currently valid version of the regulations is available for inspection at each operating facility.

§ 8 Spare Parts

(1) The Supplier shall be obliged to maintain the availability of spare parts for the products supplied to us for a period of at least 5 years after delivery.

(2) If the Supplier intends to discontinue the production of spare parts for the products supplied to us, it shall notify us thereof immediately after the decision to discontinue production has been made. Subject to paragraph 1, such decision must be made at least 6 months prior to the discontinuation of production.

§ 9 Retention of Title – Supplied Materials – Tools

(1) If we provide parts to the Supplier, we shall retain ownership thereof. Processing or transformation by the Supplier shall be carried out on our behalf. If our reserved goods are processed together with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of our item (purchase price plus VAT) to the other processed items at the time of processing.

(2) If the item provided by us is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the reserved item (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the Supplier’s item is to be regarded as the principal item, it shall be deemed agreed that the Supplier transfers proportional co-ownership to us; the Supplier shall hold sole ownership or co-ownership in safekeeping for us.

(3) We shall retain ownership of tools; furthermore, the Supplier shall be obliged to use the tools exclusively for the manufacture of the goods ordered by us. The Supplier shall be obliged to insure the tools belonging to us at replacement value against fire, water and theft damage at its own expense. At the same time, the Supplier hereby assigns to us all compensation claims arising from such insurance; we hereby accept such assignment. The Supplier shall be obliged to carry out, in due time and at its own expense, any required maintenance and inspection work as well as all servicing and repair work on our tools. Any malfunctions or incidents shall be reported to us immediately; failure to do so through fault of the Supplier shall not affect claims for damages.

(4) Material procured by DELIPRO shall be subject to quantity, dimensional and quality inspection by the Supplier upon receipt. Deviations in quantity or dimensions or other defects shall be reported to DELIPRO immediately; DELIPRO shall decide within a reasonable period on the measures to be taken. The same shall apply to defects discovered later, e.g. during production of the parts. The Supplier may use or rework defectively manufactured material or defectively processed material only with the prior written consent of DELIPRO. Without prejudice to any further rights or claims of DELIPRO, the Supplier shall be liable for loss of material that becomes scrap at the Supplier’s premises, as well as for all damages incurred by DELIPRO in this connection.

(5) DELIPRO and its representatives shall be entitled at all times to inspect the material. For this purpose, the Supplier shall grant DELIPRO unrestricted access to workshops, production facilities and all materials.

§ 10 Product Liability

(1) The Supplier shall be liable to DELIPRO for all damages caused by the Supplier or its agents in connection with the delivery and/or performance contractually owed, in accordance with the statutory provisions and without prejudice to any sanctions. The Supplier’s liability shall include direct damages, consequential damages, consequential damages resulting from defects, as well as personal injury and property damage suffered by third parties. The Supplier’s liability shall apply irrespective of fault and shall include all foreseeable and unforeseeable damages. With regard to any claims by third parties, the Supplier shall fully indemnify and hold DELIPRO harmless, including all legal defence and litigation costs.

(2) Any exclusions or limitations of liability of the Supplier of any kind, in particular in connection with warranty, damages or delay, shall be invalid and shall not be binding upon DELIPRO. This shall also apply to limitations of liability amounts, exclusion of consequential damages, loss of profit, business interruption, or reduction of limitation or warranty periods. Deviations from the foregoing shall only be valid if expressly, individually and in writing agreed with DELIPRO and provided that DELIPRO retains adequate protection. The burden of proof regarding the validity of such agreement shall rest with the Supplier.

(3) The Supplier shall bear the full burden of proof that (i) a reported defect did not already exist at the time of transfer of risk (handover/acceptance), (ii) the delivery/service complies with the contractually agreed specifications, the state of the art and statutory requirements, (iii) any damage was not caused by defective or incomplete delivery/service of the Supplier, and (iv) the Supplier complied with all required duties of care. This reversal of the burden of proof shall apply for the entire warranty period.

(4) The Supplier shall be responsible for all claims asserted by third parties due to personal injury or property damage caused by a defective product supplied by the Supplier and shall be obliged to indemnify us against the resulting liability.

(5) Within the scope of its liability for damages, the Supplier shall also be obliged to reimburse any expenses arising from or in connection with a product recall action.

§ 11 Intellectual Property Rights

(1) The Supplier warrants that no third-party intellectual property rights in countries of the European Union or other countries are infringed in connection with its delivery.

(2) The Supplier shall be obliged to indemnify us against all claims asserted by third parties against us due to the infringement of industrial property rights referred to in paragraph 1 and to reimburse us for all necessary expenses incurred in connection with such claims. This claim shall exist irrespective of any fault on the part of the Supplier.

(3) In the event that new developments or inventions arise in the course of the order, all related intellectual property rights shall belong exclusively to DELIPRO without payment of any additional remuneration. The Supplier shall immediately transfer all intellectual property rights arising therefrom to DELIPRO free of charge.

§ 12 Confidentiality

(1) We reserve ownership rights and copyrights to cost estimates, illustrations, drawings and other documents; they may not be made accessible to third parties without our express consent. This shall apply in particular to written documents designated as “confidential”; prior to disclosure to third parties, the customer shall require our express written consent. The aforementioned documents shall be used exclusively for production based on our order and shall be kept confidential from third parties. We undertake to make plans designated as confidential by the Supplier accessible to third parties only with the Supplier’s consent. The Supplier undertakes to treat as confidential any commercial or technical information concerning our company that is not publicly known and that becomes known to it through the business relationship, and to use such information exclusively within the scope of contract performance. Employees and subcontractors shall be bound accordingly. The confidentiality obligation shall apply for an unlimited period of time even after completion of the contract or order or after premature termination of the contract.

(2) The Supplier may use our company name or our trademarks and other protected identifiers in references or other publications serving the presentation of its own company only with our written consent.

§ 13 Data Protection

Unless a separate confidentiality agreement exists, the following provisions shall apply:

(1) The Supplier undertakes, when performing the contractual services as controller or processor, to comply with the applicable data protection regulations, in particular the provisions of the General Data Protection Regulation (GDPR) and Act No. 18/2018 Coll. on Data Protection. Without prejudice to further provisions, the Supplier shall be responsible for the lawful handling of personal data provided by us for the performance of the contractual services. The Supplier shall also be responsible for compliance with formal data protection requirements (e.g. appointment of a data protection officer, conducting a data protection impact assessment, maintaining records of processing activities).

(2) The Supplier undertakes to process the personal data provided by us exclusively in a lawful and transparent manner, in good faith and solely for the purpose of performing the contractual services. Any further use of the data, in particular for the Supplier’s own purposes or for purposes of third parties, shall be prohibited. Furthermore, the Supplier shall limit processing in terms of content and duration to the absolutely necessary extent and shall ensure the accuracy of the data as well as its integrity and confidentiality.

(3) The Supplier undertakes to implement technical and organizational measures to safeguard the confidentiality, availability, integrity and authenticity of the personal data provided by us to the extent required by the applicable data protection regulations. This obligation shall also include measures ensuring data protection by design (Privacy by Design) and data protection-friendly default settings (Privacy by Default).

(4) The Supplier undertakes to employ for the performance of the contractual services only such employees who have been appropriately familiarized with the statutory data protection regulations and the specific data protection requirements of our orders and contracts and who, insofar as they are not already subject to adequate statutory confidentiality obligations, have been comprehensively bound in writing to confidentiality (formerly data secrecy).

(5) Where the processing of personal data is carried out as commissioned processing, the parties shall conclude a data processing agreement in accordance with the statutory provisions of Article 28 GDPR.

§ 14 Jurisdiction; Applicable Law

(1) The place of jurisdiction for all disputes arising from the business relationship shall be the competent court of the Slovak Republic having subject-matter and territorial jurisdiction at the registered office of the Purchaser, insofar as legally permissible.

(2) The laws of the Slovak Republic shall apply exclusively, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), unless its application is mandatorily required.

§ 15 Force Majeure

(1) Force majeure shall exist if an extraordinary and unforeseeable event (e.g. natural disaster, war, pandemic, general governmental measures) renders performance of the contract impossible and cannot be prevented by reasonable care. The affected party must notify the other party in writing without undue delay (no later than within 24 hours) of such event and its effects on the contractual relationship. Cases of force majeure shall release the contracting parties from their performance obligations for the duration of the disruption and to the extent of its effects. The contracting parties shall be obliged, within the bounds of reasonableness, to provide the necessary information without delay and to adapt their obligations to the changed circumstances in good faith.

(2) In cases of force majeure and events beyond our control, we shall – without prejudice to our other rights – also be entitled to withdraw from the contract in whole or in part, provided that such events are not of insignificant duration and our demand has significantly decreased due to the necessity of alternative procurement or our interest in the delivery has ceased entirely as a consequence thereof. If the force majeure event lasts longer than one month, we shall in any case be entitled to terminate the affected contract without any further liability for damages.

(3) A force majeure event on the part of the Supplier shall not include shortages of personnel, production materials or resources, strikes, operational disruptions, price increases, breach of contract by third parties engaged by the Supplier, or financial difficulties of the Supplier, nor the inability to obtain the necessary licenses for software to be supplied or the required legal or governmental approvals or authorizations for the goods or services to be supplied. Likewise, an event shall not constitute force majeure if it was foreseeable at the time of contract conclusion or is based on circumstances falling within the risk sphere of one of the parties.

§ 16 Compliance

(1) The Supplier expressly declares that it possesses all trade licenses and other permits required for the performance of the agreed delivery and/or service and shall provide DELIPRO with the relevant documents upon request. To the extent that special governmental permits, approvals or acceptances are required for the performance of the contractual delivery and/or service, these shall be obtained by the Supplier in due time and without separate remuneration.

(2) The Supplier undertakes to comply with the applicable legal regulations regarding the treatment of employees, environmental protection and occupational safety and to work towards reducing adverse effects of its activities on people and the environment. For this purpose, the Supplier shall, within the scope of its capabilities, establish and further develop a management system in accordance with ISO 14001. Furthermore, the Supplier shall observe the principles of the UN Global Compact Initiative. These concern in particular the protection of international human rights, the right to collective bargaining, the abolition of forced labour and child labour, the elimination of discrimination in employment and occupation, responsibility for the environment and the prevention of corruption.

(3) The Supplier undertakes to comply at all times with the applicable minimum wage requirements and/or labour law regulations and to grant all employees engaged in the business relationship at least the respectively applicable minimum wage.

(4) Upon request, the Supplier shall provide evidence of compliance with the applicable provisions and/or payment of the minimum wage.

(5) The Supplier shall indemnify us against all claims in connection with minimum wage claims; this shall also apply to any fines imposed. Furthermore, the Supplier undertakes to inform us immediately if there is any suspicion that it or one of its subcontractors violates statutory minimum wage requirements.

(6) In the event that a Supplier repeatedly and/or despite corresponding notice acts unlawfully and fails to demonstrate that the violation has been remedied as far as possible and that appropriate measures have been taken to prevent future violations of law, we reserve the right to withdraw from existing contracts or terminate them without notice.

(7) The Supplier shall ensure that its deliveries comply with the provisions of Regulation (EC) No. 1907/2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (“REACH Regulation”). In particular, the Supplier warrants that the substances contained in the products supplied by it have been registered insofar as required under the provisions of the REACH Regulation and that safety data sheets complying with the REACH Regulation and/or the information required pursuant to Article 32 of the REACH Regulation are provided to us. If the Supplier delivers articles within the meaning of Article 3 of the REACH Regulation, it shall in particular ensure compliance with its obligation to provide sufficient information pursuant to Article 33 of the REACH Regulation.

(8) The Supplier shall ensure that the goods to be supplied by it fully comply with the requirements of Directive 2011/65/EU (“RoHS”) as amended from time to time.

(9) Act No. 79/2015 Coll. on Waste shall apply as amended from time to time.

(10) If compliance with § 16 cannot be ensured, this must be communicated in writing.

§ 17 Integrity

(1) The Supplier shall be obliged to comply with the laws of the respective applicable legal system(s). In particular, the Supplier shall neither actively nor passively, directly or indirectly, participate in any form of bribery, violation of the fundamental rights of its employees, or child labour. The Supplier shall assume responsibility for the health and safety of its employees in the workplace, comply with environmental protection laws and promote and require compliance with this Code of Conduct among its own suppliers to the best of its ability.

(2) Within the scope of the contractual relationship, the Supplier undertakes to take all necessary measures to prevent corruption, other criminal acts and comparable serious misconduct. In particular, the Supplier shall ensure through appropriate organizational and personnel measures that such violations are prevented both domestically and abroad.

(3) If serious misconduct is demonstrably committed by an employee, managing director or corporate body of the Supplier, DELIPRO shall be entitled to terminate the contract extraordinarily and without notice for good cause. In such case, the Supplier shall be obliged to compensate the Purchaser for all damages arising therefrom to the extent permitted by law.

(4) The Supplier undertakes to cooperate comprehensively in the clarification, prevention and defence against serious misconduct and to cooperate fully with DELIPRO within the framework of the contractual relationship.

(5) If the Supplier becomes aware of facts giving rise to suspicion of serious misconduct affecting DELIPRO, it shall notify the Purchaser thereof immediately in text form. To the extent that the suspicion may fall within its sphere of responsibility, the Supplier shall immediately investigate the matter. If the suspicion is confirmed, the Supplier shall be obliged to take suitable technical, organizational and personnel measures without delay in order to stop the misconduct and prevent comparable future violations. The Supplier shall continuously inform DELIPRO in text form about the status of the investigation as well as the measures taken and their results.

(6) The Supplier agrees that its data as well as the data of its legal representatives, employees and beneficial owners may, within the scope of contract performance, be regularly screened against the current national and international sanctions lists, in particular the sanctions lists of the European Union, the United Nations, the U.S. Office of Foreign Assets Control (OFAC), the Office of Financial Sanctions Implementation (OFSI) of the United Kingdom and the Swiss State Secretariat for Economic Affairs (SECO). All applicable data protection regulations, in particular with regard to data minimization and data security, shall be complied with in this process.

The Supplier warrants that neither the Supplier itself nor companies or persons holding or controlling it directly or indirectly with a participation of 25% or more are listed on the aforementioned sanctions lists. The Supplier undertakes to take all necessary measures to ensure compliance with all applicable sanctions, embargoes and foreign trade regulations of the European Union, its Member States, the United Nations, the United States of America, the United Kingdom and Switzerland. Furthermore, the Supplier shall ensure that the services are not performed using goods or services sanctioned under the aforementioned regulations. Any positive matches identified during sanctions list screenings shall be communicated by the Supplier to DELIPRO immediately in text form.

(7) If the Supplier violates applicable sanctions regulations or if the Supplier or natural or legal persons attributable to it are sanctioned or placed on a sanctions list, DELIPRO shall be entitled to terminate the contract extraordinarily and without notice for good cause. The same shall apply in the event of a positive sanctions list match. Further statutory and contractual claims shall remain unaffected.

§ 18 Long-Term Supplier Declaration 

(1) Goods with preferential origin from EU countries: For all goods delivered to DELIPRO locations in the Slovak Republic, the Supplier shall, upon request by DELIPRO, issue a long-term supplier declaration for goods with preferential origin in accordance with Regulation (EC) No. 252/2013. In the long-term supplier declaration, the Supplier shall specify its DELIPRO business partner number, the DELIPRO part number of the goods and the respectively valid part codes of the goods. The Supplier shall notify DELIPRO immediately of any change in the origin of the goods by submitting a new long-term supplier declaration. Such declaration shall list only the goods whose origin has changed. Upon request, the Supplier shall provide evidence of the declared origin of the goods by means of an information sheet certified by the customs authorities.

(2) Goods without preferential origin from EU countries: If the Supplier delivers goods to DELIPRO that do not have preferential origin pursuant to Regulation (EC) No. 252/2013, the Supplier shall issue an officially certified certificate of origin for each delivery containing such goods and shall send it to DELIPRO immediately after shipment of the goods, stating the DELIPRO business partner number and the invoice number of the respective delivery.

(3) Goods from non-EU countries: If the Supplier delivers goods from non-EU countries to DELIPRO, the Supplier shall provide for each delivery to DELIPRO either a customs-cleared movement certificate “EUR.1” or “A.TR.”, or an “origin declaration on the invoice” (for goods with a value exceeding EUR 6,000 valid only together with a customs authorization number), or an officially certified certificate of origin “Form A”, or an officially certified “certificate of origin” customary in the country of dispatch, and shall provide such documents together with the goods to DELIPRO.

§ 19 Term of the Agreement

(1) Unless otherwise agreed, all contractual relationships may be terminated by DELIPRO without stating reasons by written notice observing a one-month notice period to the end of any calendar month. DELIPRO shall also be entitled to terminate the contractual relationship only partially.

(2) Without prejudice to other important grounds, DELIPRO shall in particular be entitled to terminate the contract unilaterally and with immediate effect in whole or in part by notice of withdrawal or termination without notice in the following cases: (i) if insolvency proceedings concerning the Supplier’s assets are applied for, opened, or rejected due to insufficient assets to cover costs, or if the conditions for opening such proceedings or rejecting such application exist; or (ii) if the Supplier breaches essential contractual provisions and fails to remedy such breach within two weeks despite written notice; or (iii) if circumstances exist that clearly make timely performance of the order impossible; or (iv) in the cases expressly stated in these GTCP. If the Supplier is responsible for the occurrence of the ground for termination, the Supplier shall reimburse DELIPRO, in addition to any further claims, for all additional costs arising from any re-assignment to a third party.

(3) In the event of premature termination of the respective legal transaction, the Supplier’s remuneration shall be reduced to the services demonstrably performed and beneficial to DELIPRO, and all documents shall be returned to DELIPRO immediately.

§ 20 Transfer of Rights and Assignment of Receivables

(1) DELIPRO shall be entitled to transfer rights and obligations arising from the contractual relationship with the Supplier to a company having financial and personnel affiliations. The Supplier shall not acquire any right of termination as a result of such transfer.

(2) The assignment of receivables by the Supplier shall only be permissible with the prior written consent of DELIPRO.

§ 21 Severability Clause

Should any provision of the contract and/or these GTCP be or become invalid, the legal validity of the remaining provisions shall remain unaffected thereby. To the extent that a provision is invalid, DELIPRO and the Supplier shall be obliged to replace the invalid provision with a valid provision whose purpose comes as close as possible to that of the invalid provision. The same shall apply in the event that the contract and/or these GTCP contain a loophole or omission.