General terms and conditions
General terms and conditions
of Etenia s.r.o. with registered office at Klokočov 175, 072 31 Klokočov, Slovakia, ID 47 403 462.
I. PART
COMMON INTRODUCTORY PROVISIONS
I. DEFINITION OF TERMS
- These General Terms and Conditions (hereinafter referred to as ” GTC “) govern the legal relations between the company Etenia s.r.o., with its registered office at Klokočov 175, 072 31 Klokočov, ID: 47 403 462, a company registered in the commercial register of the Municipal Court of Košice, department: Sro, insert No.: 33254/V, as the client of the work (hereinafter referred to as ” Etenia” or also ” the client” ), and any natural person or legal entity that is the contractor of the work according to these GTC, from whom the client requires the delivery of the work (hereinafter referred to as the ” contractor “ ), on the basis of a framework contract for work, an order and/or a special contract for work, as well as on the basis of another written, oral or implied legal act.
- The legal relations between the customer and the contractor are governed by these General Terms and Conditions and the concluded contract/order/other legal act, and unless otherwise regulated by these documents, they are governed by the generally binding legal regulations of the Slovak Republic, primarily the Commercial Code. The customer and the contractor may, in the concluded contract or in other agreements and documents validly concluded between them, adjust their rights and obligations differently from the provisions of these GTC. In case of mutual contradictions between the agreements concluded in this way, the regulation of the later concluded agreement and/or contract always applies, respectively. another document. Changes in the General Terms and Conditions during the duration of the contractual relationship between the participants do not affect the rights regulated differently by agreements and contracts, despite the fact that the changes in the General Terms and Conditions were made later. In the event of a dispute over the interpretation of the concluded contract and GTC, the terms of the concluded contract always apply preferentially.
- The contracting parties have agreed that the provisions of Act no. 513/1991 Coll. Commercial Code in the valid version on the day of signing the concluded contract, or as of the order confirmation date.
- These General Terms and Conditions also apply appropriately to all other contractual relationships, orders and implied contracts concluded between the customer and the contractor.
- Wherever the term ” participant/participants of the legal relationship ” is mentioned in these GTC, this term means the customer and the contractor.
- Wherever the term ” concluded contract ” is used in these GTC, this term means any framework contract for work, order and/or special contract for work, or other agreement, whether written, oral or implicit, between the participants of the legal relationship.
- The customer means the company Etenia s.r.o., with its registered office at Klokočov 175, 072 31 Klokočov, ID number: 47 403 462, a company registered in the commercial register of the Municipal Court of Košice, department: Sro, file no.: 33254/V.
- A contractor is any legal or natural person who, based on a contract, order, or other similar form of expression of will, has the obligation to perform work for the customer.
- Wherever the term “workplace” is used in these GTC , it means the specific place where the work is performed.
- The subject of the concluded contract, order or other form of expression of will is the contractor’s obligation to perform the work for the customer under the conditions, in the scope, in the manner and within the period agreed in the contract and/or order or negotiated in another suitable form, and the customer’s obligation to take over the properly executed work from the supplier and to pay him a reward for it, within the time limit and in the manner agreed in the contract, order or in another suitable form.
- For the sake of legal certainty, it is noted that wherever it is stated in these GTC that the specific conditions of the legal relationship between its participants will be regulated in the contract, for this purpose a written or oral order or any other written, oral or an implicit expression of the will of one of the participants in the legal relationship, which undoubtedly implies the will of one participant to perform the work and the will of the other participant to pay the agreed remuneration for this work.
- These Terms are applied unconditionally (exclusively). Etenia does not recognize the general terms and conditions of the other party to a legal relationship based on a contract, order or other legal act, except in the case and to the extent that it has expressly agreed to them in writing. For the purposes of legal certainty, it is noted that oral, written or implied confirmation of any contract, order or other document of the other party to the legal relationship by the company, or acceptance of work, works and/or services, or their payment does not constitute such consent.
- Their form is not decisive for the validity of documents establishing or modifying legal relationships established between the participants, i.e. they do not have to be exclusively written, but can also be made orally or implicitly; the will of the participant at the time when he performed the act is essential, as long as it could have been known to the other participant.
- In the event that a written form is required for the validity of any legal act under these GTC or under the concluded contract, this is considered to be preserved even in the case of addressing the expression of will to the other participant by fax or e-mail to an address known to the other participant, or to another, between the participants of the legal relationship in a customary way (e.g. in the form of an SMS).
- In the event that the written expression of will is addressed to the other participant by postal transport, the place of delivery of the parcels (contact point) is the place that the participants have determined in the concluded contract, otherwise such a place is considered to be the place of residence/place of business of a legal entity or the address of a permanent residence of an individual. persons.
- The participants agreed that wherever these GTC refer to the participant’s obligation to compensate the other participant for the damage caused, this also means the obligation to compensate the damage that exceeds the damage that the participant suffered at the time of the formation of the contractual relationship, as a possible consequence of the violation of his obligation arising from from the resulting legal relationship, he did not foresee, or which could not be foreseen, taking into account the facts that the participant knew or should have known in the course of usual care at the mentioned time.
II. METHOD OF CONTRACT CONCLUSION
- In accordance with the regulation of mutual relations with the contractor, the customer orders the work through an order and/or by concluding a contract for the work or a framework contract. The order is primarily written, but a verbal order is also sufficient for a valid conclusion, which is confirmed by the other participant in writing, orally or implicitly (by starting work on the work). An order sent by e-mail is also considered a written order. Confirmation of the order by the Contractor can also be via e-mail.
- A written (sent by e-mail) order must contain:
- customer’s name, ID number, registered office,
- date of issue,
- the exact specification of the work and the price of the work,
- work completion date,
- name, surname and signature of the person who issued the order.
3. For the creation of a valid legal relationship, the demonstrable confirmation (acceptance) of the order by the contractor, without any changes, is decisive. The order binds the customer only after confirmation of its acceptance by the contractor without changes. In general, an unconfirmed offer by the contractor is not binding.
4. The confirmed order is binding for the participants.
5. The contractor acknowledges that the concluded contract as well as these GTC are interconnected and fundamentally affect the fulfillment of the contractor’s obligations to the customer and the customer to the higher customer, and also acknowledges that to the extent of the mutual rights and obligations of the contracting parties from the concluded contract and these GTC, the decision of the higher orderer or his construction supervisor will also be binding for the contractor. The contractor understands that the decision of the higher orderer may affect or determine the rights of both parties (the orderer and the contractor), even beyond the scope of the provisions of these General Terms and Conditions.
III. RIGHTS AND OBLIGATIONS OF PARTICIPANTS
- Construction products and material
- If the execution of the work involves the delivery of materials for its execution by the contractor, the contractor undertakes to use only those products and materials in the execution of the work that are in accordance with the applicable STN and other binding regulations of the Slovak Republic, as well as of another state , in which the work is made, relating to the supply of materials. The contractor will use only such products to perform the work in accordance with the order and/or contract, which have such properties that during the expected period of existence of the work, into which the products will be incorporated, the required mechanical strength and stability, fire safety, hygiene requirements are guaranteed during normal maintenance , health and environmental protection, safety during use, noise protection and energy saving, for which the contractor is fully responsible.
- The contractor undertakes that the building materials, products, constructions and equipment used will have such properties that during the expected life of the building and normal maintenance, in addition to valid STN and other subsequent regulations, they also meet the high aesthetic requirements determined by the construction project.
- The contractor undertakes to use only material that has all the prerequisites to pass the inspection tests when carrying out the work in accordance with the order. In the event that the used material does not pass the control tests, and this causes damage to the customer, the customer is entitled to full compensation for this damage.
- Rights and obligations of the contractor
- Based on the customer’s confirmed order, the contractor is obliged to perform the work within the agreed scope, quality and deadline. The contractor has the right to proper and timely payment of the price for the work performed by the customer.
- Before starting the work necessary for the execution of the work, the contractor is obliged to check the documents provided by the customer, possibly also the place of performance and the construction site/workplace, and if he discovers defects that could affect the proper performance of the work, he will notify the customer of them. If the contractor does not do so, it is considered that he has no objections to them and that he is aware that during the execution of the work he cannot assert claims to modify the agreed conditions for reasons that he should have and could have discovered when familiarizing himself with the documents, the construction site /workplace and place of execution of the work, and had the opportunity to draw attention to all differences, errors in measurements, defects or other deficiencies. At the same time, in case of omission of this obligation, the contractor is liable to the customer for defects in the work that arise as a result.
- The contractor undertakes to carry out the work at his own expense, with professional care, in his own name and under his own responsibility, under the conditions, in the scope, in the manner and within the period according to the concluded contract and these GTC, in compliance with all laws, regulations and standards applicable to the territory of the Slovak Republic, as well as of another state in which the work is performed, and compliance with the quality and technical conditions determined by the project documentation, the concluded contract and these General Terms and Conditions. At the same time, the contractor declares that he is authorized and professionally qualified to properly perform the work according to the concluded contract.
- If the contractor uses tools and equipment belonging to the customer during the execution of the work, he is fully responsible for the damage caused by unprofessional handling, loss, damage or destruction of the entrusted tools and equipment. The contractor is obliged to compensate the client for the damage caused in full, within 10 days from the date of delivery of the damage compensation statement to the contractor. In the event of non-fulfilment of the aforementioned obligation, the customer is entitled to unilaterally set off the amount of damage to the price of the work according to the concluded contract. This provision also fully applies to the loss of keys to the premises where the work is carried out and related damages and costs incurred by the customer, as well as to the contractor’s official mobile phone, laptop or other electronic device, intended for the performance of the contractor’s tasks according to the concluded contract.
- The contractor undertakes that he himself or through persons authorized by him will ensure qualified and technically competent execution of work on the work, as well as proper and timely performance of the work in accordance with the concluded contract. The contractor, or persons authorized by him during the execution of the work must be equipped with their own protective equipment when performing work on the work, i.e. mainly (but not exclusively) a helmet, a non-flammable antistatic suit, high work boots with steel toes (S3), safety glasses, gloves, reflective vest, work clothes, safety work straps, which must always be used when moving at a height where their use is prescribed. The contractor is fully liable for damage caused to the customer or a third party by the contractor’s non-compliance with this obligation, as well as as a result of the contractor’s inconsistent control of compliance with this obligation during the execution of the work.
- The contractor undertakes to follow the customer’s instructions during the execution of the work.
- The contractor is obliged to ensure that work on the site is performed by persons who, according to the relevant medical certificate, are fit to perform such work. Persons carrying out work on the work under the authority of the contractor must have health insurance and pay all mandatory contributions for sickness and accident insurance, which fact the contractor is obliged to prove at the customer’s request.
- The contractor is obliged to ensure that the work is carried out by persons who have the necessary professional competence. Before starting work and at any time at the request of the customer, the contractor is obliged to submit to him photocopies of authorizations for the performance of activities on reserved technical equipment (hereinafter ” VTZ” ), or other authorizations necessary for the performance of activities during the implementation of the work. If the customer discovers that the contractor or persons authorized by him are performing work on the VTZ without authorization, the customer is entitled to withdraw from the contract immediately.
- The contractor and the persons authorized by him to carry out the work are obliged to comply with all generally binding regulations of the Slovak Republic, as well as of any other state in which the work is carried out.
- The contractor undertakes that to the premises of the customer’s workplace, or will not bring alcoholic beverages and other narcotic, psychotropic or addictive substances into the area where the work is being made, nor devices for making photographs and explosives. In the event of doubts about the contractor’s compliance with this prohibition, the contractor and persons authorized by him to carry out the work may be asked to submit to a breath test for alcohol, narcotic, psychotropic and other addictive substances, and these persons may also be checked for compliance with the prohibition on bringing prohibited items to the customer’s workplace, by inspecting the things that these persons have with them.
- The contractor undertakes to observe and ensure compliance with the guidelines and orders regarding smoking in the objects of the execution of the work, except for reserved areas.
- The contractor is obliged to issue to the customer or a person authorized by him any passes that were given to him for the purpose of ensuring the entry of persons, motor vehicles and mechanisms into the area of the construction site or the assembly zone, immediately after the end of the contractual relationship between the customer and the contractor, which was established on the basis of concluded framework contract, work contract and/or order.
- The contractor is obliged to maintain order and cleanliness in the designated workplace and adjacent areas and to remove waste and dirt that arose during the performance of his work at his own expense.
- The contractor is obliged to adapt the performance of his activity so as not to unnecessarily restrict the progress of other contractors on the work and to follow the instructions of the relevant work coordinator.
- During the entire execution of the work, the contractor must have a valid insurance contract, which includes insurance of property and liability for damage caused to third parties in connection with his activity and operation, with a limit of insurance coverage corresponding to the minimum amount of the price of the work, otherwise the customer has the right to withdraw from the concluded contract, even without providing an additional reasonable period. The contractor is obliged to maintain this insurance contract in force during the entire period of validity of the concluded contract, of which he shall submit proof at any time at the request of the customer, otherwise the customer has the right to withdraw from the concluded contract, especially if the contractor does not submit this proof even within the additional reasonable period set by the customer ( this period must not be shorter than 2 (two) working days).
- The contractor undertakes to notify the customer or senior customer of the reported damage to his insurance company within 5 (five) working days and to submit a copy of the damage report to the customer. If the contractor does not fulfill this obligation within the specified period, the customer is entitled to make the report himself, while any damages incurred by the contractor as a result of an incorrect or incomplete damage report are fully borne by the contractor.
- The contractor assumes full responsibility for loss or damage to property, personal injury or death, which may occur during the performance of the works specified in the subject of the contract and as a consequence thereof.
- The contractor declares that during the performance of his activity he does not allow the performance of illegal work and strictly observes the prohibition of illegal employment in accordance with Act no. 82/2005 Coll. on illegal work and illegal employment and on amendments and additions to certain laws as amended (hereinafter referred to as the ” Act on Illegal Work “). Initiation of administrative proceedings against the contractor on the grounds that he enables the performance of illegal work or violates the prohibition of illegal employment according to the Act on Illegal Work, the contractor is obliged to notify the customer without undue delay and at the same time submit to the customer without undue delay all documents related to administrative proceedings, especially documents delivered from by the public authorities, including the report on the result of the labor inspection. In the event that administrative proceedings are initiated against the contractor for enabling the performance of illegal work or for violating the prohibition of illegal employment, the client is entitled not to allow the contractor to enter the workplace and the contractor is not entitled to an extension of the deadline for the execution of the work by the time during which he could not enter the workplace. At the same time, the customer is entitled to withdraw from the concluded contract as in the case of a material breach.
- The contractor is obliged to treat any data, information or documents received in connection with the conclusion and fulfillment of the contract and the realization of the work as information of a confidential nature, forming the subject of a trade secret, which cannot be made available to third parties without the prior written consent of the customer. The contractor is fully responsible for the damage caused to the customer by breach of this obligation. Violation of this obligation is sanctioned by a contractual fine of EUR 15,000.
- Without the prior written consent of the customer, the contractor is not entitled to refer to the customer as his business partner or to use the customer’s business name or logo when promoting himself or his activity or in statements to the media or on websites, in any form.
- The contractor may make and publish video, audio and other recordings of the completed work, which is the subject of the concluded contract, only with the prior written consent of the customer; in case of violation of this obligation, the contractor is obliged to pay the customer a contractual fine in the amount of EUR 10,000.
- The contractor is obliged to maintain complete confidentiality regarding all facts related to his cooperation with the client, including questions about the amount of performance provided to him by the client based on the concluded contract. The contractor undertakes that all information and documents with which he will become familiar during the validity of this concluded contract will not be used for any purpose other than contractual and will not be communicated to a third party. This information is the subject of the customer’s trade secret and is confidential information. The contractor may not publish or disclose them to any third party without the prior written consent of the customer; in case of violation of this obligation, the customer is entitled to withdraw from the concluded contract in the same way as in the case of a substantial breach of contract. Violation of the obligation of confidentiality by the Contractor is also sanctioned by a contractual fine in the amount of EUR 300 for each individual case of breach of duty by the Contractor. The contractor declares that he is aware of the consequences that may be brought against him in the event of a breach of this obligation. The obligation of confidentiality does not apply to data known before the conclusion of the contract, or to data generally known.
- On the date of the conclusion of the contract, which for the purposes of these General Terms and Conditions is also considered as acceptance of the order, the contractor declares that the facts and statements stated in these General Terms and Conditions, as well as in the concluded contract, are true and complete and undertakes for the entire duration of the legal relationship between his participants to maintain their truthfulness and completeness. In the event that some of these facts and/or statements are violated, or becomes false or incomplete, the contractor undertakes to inform the customer in writing of this fact without undue delay and to ensure correction. Violation of this obligation is considered a material breach of the concluded contract on the part of the contractor.
- Rights and obligations of the customer
- The customer is entitled to check its quality and the progress of work on the work at any time during the execution of the work.
- The customer is obliged to take over the properly executed work from the contractor and pay the contractor the agreed price for the work within the agreed due date.
- The customer is obliged to provide the contractor with accommodation in the event that, based on the order, the work is carried out outside the contractor’s seat/residence and to reimburse the contractor for the costs of such accommodation in the maximum amount according to the order; in the event that the contractor has special requirements (e.g. accommodation in single rooms, etc.), the difference between the maximum amount reimbursed by the customer and the amount that needs to be paid for such accommodation is fully borne by the contractor. In the event that the contractor or persons authorized by him to carry out the work cause damage to the accommodation, the contractor bears the full extent of these damages. The customer pays the contractor for accommodation costs only during those days when the contractor or persons authorized by him perform work on the site; the costs of accommodation will not be reimbursed to the contractor for the time when the contractor or persons authorized by him are not at the place of execution of the work, because they voluntarily left the place of execution of the work (e.g. they travel to their place of residence for the weekend or leave the place of execution of the work before the legal relationship between the participants agreed in the concluded contract).
- The customer has the right to perform the work in the scope, quality, date and place agreed by the parties to the legal relationship in the concluded contract, in accordance with the terms of such contract and GTC.
IV. CONCLUSION OF THE CONTRACT FOR THE WORK/FRAMEWORK CONTRACT
- For the participants of the legal relationship, the binding data is contained in the written (e-mail) acceptance of the order by the contractor; in the event that the order in terms of these GTC has not been confirmed by the contractor in writing, the binding data is the data specified in the written order. In the event that the order was not concluded in writing in accordance with these General Terms and Conditions, the data transferred by one participant to another participant for the purpose of the implementation of the work shall be considered binding.
- If a written contract for the work or a framework contract is concluded between the customer and the contractor, the data specified in this contract are binding for the participants, even if these are different from the data specified in the order and/or in the written acceptance of the order by the contractor. Any subsequent or secondary arrangements or agreements to the written contract must be made exclusively in writing and must be confirmed in writing by both parties.
V. DELIVERY AND ACCEPTANCE OF THE WORK
- The contractor will hand over the work to the customer, unless otherwise agreed, at the place indicated by the customer in the order and/or in the contract, under the conditions established in the order/contract and these GTC.
- The participants undertake to inform each other without delay about all important facts related to the delivery and acceptance of the work.
- The contractor will deliver the work at the place and time specified in the order/contract, handing over the work together with the relevant documentation (if required). On the delivery of the work, a handover protocol will be drawn up (hereinafter referred to as the ” handover protocol “), signed by both parties to the legal relationship. In the event that the contractor is obliged, based on the concluded contract, to ensure the shipment of the object or part of the work, the protocol on the handover of the goods is not written.
- The time of handing over and taking over the work can be determined by an exact date, or by a period starting from the day of acceptance of the order/conclusion of the contract. If the delivery time is determined by a deadline, the contractor is entitled to deliver the work throughout this deadline.
- If the last day of the deadline designated for the fulfillment of the obligations specified in the concluded contract falls on a Saturday, Sunday or other day off from work or rest, the deadline for fulfilling the obligation is moved to the next working day.
- The contractor acknowledges that the place of execution of the work is defined in the concluded contract, and that this place may also be outside the territory of the Slovak Republic.
- The work is considered to be properly completed on the day of completion of the acceptance procedure. The contractor will hand over the work to the customer based on the handover and acceptance protocol as a whole, unless otherwise agreed in writing by the parties to the legal relationship.
- The contractor is obliged to hand over the work properly and on time without defects and incompleteness. A defect in the work is understood as a deviation in the quality, scope and parameters of the work determined by the project documentation, the concluded contract, technical standards, regulations, as well as the customer’s guidelines and requirements in terms of standards. The customer is entitled, but not obliged, to accept the work even with minor defects and imperfections that do not prevent the proper use of the work. In the event of the occurrence of such minor defects, the work is considered completed on the day of their proper removal, while this day will be the day of completion of the acceptance procedure.
- About the course and result of the takeover procedure, the participants of the legal relationship in two copies of the protocol on handing over and taking over the work, which must be signed by authorized persons. Each participant of the legal relationship will receive 1 (one) copy of it.
- Before handing over and taking over the work, the contractor is obliged to completely clean the workplace, while the participants of the legal relationship agreed to clean it and leave it clean and free of waste under the release. If the contractor does not do so, the client will clean up the workplace at the contractor’s expense or the client is entitled not to take over the work. In case of breach of this obligation by the contractor, the contractor is obliged to pay the customer a one-time contractual fine of €150 and at the same time a contractual fine of €150 for each day of the contractor’s delay in fulfilling the obligation according to this clause of the GTC, until the workplace is cleared and its delivery to the customer.
VI. PRICE AND PAYMENT TERMS
- The price for the work is determined individually, by agreement of the participants in the legal relationship according to the confirmed order. The contractor is entitled to add value-added tax to the price of the work in accordance with the current Slovak legislation, if he is the payer. The basis for payment of the price for the work is the invoice issued by the contractor, as a regular tax document.
- The contractor declares that the price of the work includes all costs for the construction of the work, i.e. in particular all production costs, overhead costs for all activities of the contractor necessary for the construction and completion of the work and the removal of any defects, as well as reasonable profit, transport costs, storage, documentation of the actual copies in the number of copies determined by the customer, certificates, audit reports, declarations of conformity, warranty certificates, waste management and relevant documents, digital map, noise and light measurements, water and air analyses, layout, images, excavations, operating instructions, costs preparation or provision of documents for the purposes of the acceptance procedure, including all other costs that are necessary for the complete implementation of the work so that an approval decision can be issued for the work and for the work to be usable without the need for any changes.
- The price for the work agreed upon by the parties to the legal relationship in the concluded contract is final and unchangeable, with the exception of changes that will be reflected in a written addendum to the concluded contract.
- If the price of the work according to the order is agreed as an hourly rate, the contractor is entitled to invoice the customer only for the time actually worked during the performance of work on the work. The contractor is not authorized to invoice the customer, especially for the time required for work breaks, employee transfers, etc. If the price of the work is agreed between the participants of the legal relationship as an hourly rate, in cases where the total price of the work is mentioned in the concluded contract or these GTC, the total price (value) of the completed work and not just the remuneration paid to the contractor for the implementation is considered to be such a price works.
- The contractor acknowledges that no advance payment will be provided for the execution of the work.
- Billing
- The contractor is entitled to invoice the customer once every two weeks (once every 14 calendar days). The contracting parties have agreed that the contractor is entitled to invoice the customer once a week (once every 7 calendar days), in accordance with the conditions under letter 7) and 8) of this point of GTC.
- The invoice must be delivered to the customer no later than 3 calendar days after the end of the relevant invoicing period. The contracting parties have agreed that the electronic form of invoice delivery to the customer’s e-mail address is also accepted between them: invoice@etenia.sk .
- The invoice will contain, in addition to the requirements specified in Act no. 222/2004 Coll. on value added tax (hereinafter referred to as the ” VAT Act “), in particular the following data: invoice number, orderer’s name, contractor’s name, name of the bank and account number (IBAN) of the contractor, variable or constant symbol for payment, date of invoice, date of tax liability and due date, name of object (building) / subject of payment, order number, indication of the calendar week or period for which the invoice is issued, the amount without VAT and the tax base according to the rates VAT, legal VAT rate, total VAT amount (does not apply in the case of the transfer of tax liability regime), in case of application of the transfer of tax liability regime, information: “transfer of tax liability” and CPA statistical classification code, total price including VAT, deduction of discount from the price, on which the customer is entitled to, the stamp and signature of the person authorized to issue the invoice.
- Each invoice must also include a signed attendance record, confirmed by the customer’s appointed representative, with a list of work performed on a weekly basis (if necessary and requested by the customer, the monthly attendance report according to the system must also be attached to the invoice).
- In the event that the invoice does not contain all the prescribed details, the customer is entitled to return it to the contractor together with a request for its correction; in such a case, the due date of the invoice starts to run again only when the corrected invoice is delivered to the customer.
- The due date of the invoice is 14 calendar days from its delivery to the customer; if the contractor invoices the customer periodically once a week (once every 7 calendar days), the invoice is due 21 calendar days after its delivery.
- The contracting parties have agreed that the contractor is entitled to demand a shorter maturity of the invoice, as follows:
- – due within 7 calendar days from the delivery of the invoice issued at a frequency of once every two weeks (once every 14 calendar days), or
- – due date within 10 calendar days from the delivery of the invoice issued once a week (once every 7 calendar days).
while in both cases the contractor provides the customer with a discount of 5% of the total invoiced amount and the customer undertakes to pay the relevant invoice reduced by the corresponding discount.
8. The contractor can also agree with the customer on the immediate maturity of the invoice, subject to the simultaneous negotiation of the conditions related to such maturity, consisting in a reduction of the remuneration for work performed by the contractor on the basis of the concluded contract (discount from the invoiced amount).
9. In the event of the contractor’s delay in properly and timely fulfillment of contractual obligations, the customer has the right to postpone the payment of the invoices by the period of delay, ie the due date of the invoices is extended by the period of the contractor’s delay. By this postponement of the payment of invoices, the customer does not fall into a delay with the payment of the affected part of the price of the work, and the contractor does not have any claims in this connection that would arise in the event of the customer’s delay in fulfilling the obligation to pay the price of the work.
10. The payment is considered to have been paid at the moment of debiting from the Customer’s account demonstrably in favor of the contractor’s account.
7. The participants undertake to inform each other if, during the duration of the legal relationship between them, they fall into secondary insolvency or extension, or if they are in immediate danger of this, as well as about the fact that a bankruptcy petition has been filed for the property of a participant in a legal relationship, enforcement proceedings have been initiated against him, or the company of a participant in a legal relationship has decided to dissolve the company with liquidation.
VII. SET-OFF, ASSIGNMENT, LIEN AND LIMITATION
- The customer is entitled to unilaterally set off the contractor’s claim, even if this contractor’s claim is not yet due, with his due and unpaid claims against the contractor arising from damages caused by the contractor or sanctions against the contractor, or from other obligations of the contractor towards to the customer, and the contractor hereby gives the customer his consent. In the case of unilateral set-off of due and unpaid receivables, the set-off receivables will cease to exist at the moment when the expression of will for set-off is delivered to the contractor. In the case of unilateral set-off of due receivables, the set-off receivables expire on the day they meet in maturity.
- For the purposes of §525 par. 2 of the Civil Code, the parties to the legal relationship agreed that the contractor may not transfer any rights arising from the concluded contract or related to it to third parties, except in the case where the customer has given prior written consent.
- The contractor is not entitled, without the prior written consent of the customer, to establish a lien on claims arising from the concluded contract against the customer.
VIII. RESPONSIBILITY FOR DAMAGE, DEFECTS, WARRANTY PERIOD, COMPLAINTS
- The customer and the contractor are responsible for the damage they cause by violating their legal or contractual obligations or by their activities during the performance of the concluded contract or in connection with this performance. The contractor is obliged to compensate the damage incurred in this way in full, within 10 days from the date of delivery of the damage compensation statement to the contractor.
- The customer is obliged to compensate the contractor for the incurred damage only up to the amount of the insurance payment from liability for the work. If the customer has not negotiated such an insurance contract, the customer is obliged to compensate the contractor for damages only up to the cost of repairing the damaged part or part thereof or restoring the damaged part or part to its original condition.
- The risk of damage to the work is borne by the contractor after handing over the workplace. The risk of damage to the work passes to the customer at the moment of protocol handover and acceptance of the work. In the event of damage, loss or destruction of already completed works and delivered materials before their acceptance, the contractor is obliged to immediately repair or replace them at his own expense so that they are in accordance with the concluded contract and do not show any defects or damage upon handover and acceptance of the work.
- The contractor is responsible for all damages to the building, workplace, equipment and land (even outside the territory of the construction site) that occur to the higher orderer, the customer or third parties and to things used in the execution of the works, regardless of whether these were caused by the contractor or persons, which he entrusted with the implementation of the work. The contractor undertakes to remove any damage caused during the performance of the work by restoring it to its original state, or by paying the full amount of the resulting damage compensation.
- The contractor is responsible for all damages caused to the higher orderer, the customer or third parties as a result of his irresponsible actions during the execution of the work, the execution of a defect, as a result of the execution of works that qualitatively or quantitatively do not correspond to the requirements for the proper execution of the work, as well as as a result of poor work procedures on implementation of the work, regardless of whether these damages were caused by the contractor or the persons he entrusted with the implementation of the work. This liability also applies to cases where the damage was caused by negligence.
- The contractor provides the customer with a guarantee for the quality of the work, in the sense of which he assumes the obligation that the work will have the agreed properties during the warranty period and that it will be properly suitable for use for the purpose it is intended to serve. The warranty period of the work is generally 24 months. The warranty period begins on the day of completion of the acceptance procedure specified in the protocol on handover and acceptance of the entire work.
- In the event that in the warranty letter issued to the customer, the manufacturer provides a warranty that exceeds the scope of the warranty according to point 6 of this article of the GTC, the customer can claim this warranty according to the conditions set for this extended warranty.
- The warranty period is always extended by the period during which the goods (work) cannot be used due to defects for which the contractor is responsible. The time from the exercise of the right until the complete and proper repair is not included in the warranty period.
- If the warranty period is interrupted, the new warranty period begins on the day the defect is removed for those parts of the work where the defect was removed or which are related to defective performance. However, if such a defect prevented the use of other parts of the work or made it impossible to properly use the work for a normal, intended purpose, the warranty period begins again for these parts of the work or for the entire work.
- The customer is entitled to make a complaint in writing, by e-mail, or by phone, with subsequent written confirmation from the contractor.
- The contractor undertakes to remove the defect in the work free of charge, at his own expense, within 3 days of its notification, unless the parties to the legal relationship agree in writing on another date (the customer is not subject to the obligation to notify defects in the work within the time limits according to § 428, paragraph 1, letter a/ or § 562 paragraphs 2 and 3 of the Commercial Code).
- If the contractor is in delay in removing the notified defect, the customer can remove such defect himself or through a third party at the contractor’s expense. The costs incurred according to this point of the GTC will be re-invoiced by the customer to the contractor, and will be payable within 7 days from the date of delivery of the invoice to the contractor. In the event of a breach of the contractor’s obligation to remove the claimed defect within the agreed deadline, the contractor undertakes to pay the customer a contractual fine of EUR 300 in favor of the customer, for each claimed defect in which the contractor is in arrears. The contractual fine becomes due on the seventh day from the delivery of the customer’s written request for its payment.
- The removal of defects at the contractor’s expense does not extinguish responsibility for defects, nor does it limit their extent, and the customer’s right to a contractual penalty for delay in removing defects is not affected.
- The contractor undertakes to remove any defect that he claims is not covered by the quality guarantee.
IX. TERMINATION OF THE OBLIGATION-LEGAL RELATIONSHIP
- The concluded contract expires:
- upon expiry of the period for which it was concluded (if it is a contract concluded for a certain period of time),
- by written agreement of the contracting parties as of the date specified in the agreement,
- by the customer’s written notice, even without giving a reason, with a notice period of one calendar month, which begins on the first day of the month following the delivery of the notice to the contractor.
- as long as the contract is concluded for an indefinite period also by the written notice of the contractor, even without giving a reason, with a notice period of six months, which begins on the first day of the month following the delivery of the notice to the customer
2. If any of the participants materially violates their obligations according to the concluded contract or these GTC, the other participant is entitled to terminate the obligation-legal relationship by withdrawing from the work contract, framework contract or order.
3. Substantial breach of obligations on the part of the contractor means mainly, but not exclusively:
– the contractor does not start to implement the work within 14 days from the start date of the work or the date agreed in the concluded contract, whichever date occurs later,
– if the contractor stops carrying out work according to the concluded contract or arbitrarily leaves the place of execution of the work,
– the contractor does not perform the work properly and on time,
– the contractor does not properly and timely remove defects in the work notified to the customer that appeared during the execution of the work, when handing over and receiving the work or during the warranty period,
– if during the execution of the work, untruthfulness, incorrectness or incompleteness of the contractor’s statements come to light,
– the contractor violates the obligations in the field of health and safety according to the concluded contract, the customer’s General Terms and Conditions, or the law,
– the contractor violates the contractually agreed rules for offsetting, assignment of receivables or the establishment of a right of lien according to Article VII. GTC,
– the contractor does not produce the work in the required quality, according to the approved project documentation, STN, STN EN, TKP construction and technological procedures,
– the contractor does not comply with the instructions and orders of the customer’s authorized representative,
– the contractor is in arrears with the fulfillment of any obligation resulting from the concluded contract,
– other cases expressly stated in the concluded contract and these GTC.
4. The customer is also entitled to withdraw from the concluded contract in other cases that are expressly stipulated by the concluded contract or these GTC.
5. The customer is entitled to withdraw from the concluded contract if the construction is prematurely terminated for any reason, especially, but not exclusively, for a reason on the part of the higher customer.
6. The customer reserves the right to withdraw from an individual order at his own discretion and without giving a reason; in such event, shall pay to the contractor the amount for work performed prior to the effective date of such withdrawal.
7. By withdrawing from the concluded contract, the contract is canceled from the date of delivery of the withdrawal from the contract (ex nunc); the withdrawal is effective on the day following the delivery of the written withdrawal to the other party to the legal relationship; its delivery by means of electronic communication (e-mail) to the usual electronic address of the participant in the legal relationship is also considered to be a delivered written resignation; in such a case, the withdrawal is deemed to have been received on the second day after the e-mail was sent to the respective parties to the legal relationship.
8. The client’s intervention in the work or the intervention of a third party on the basis of the client’s instructions according to these General Terms and Conditions does not affect the contractor’s obligation to complete the work on time, in the prescribed quality and with all the requirements, and penalties in case of non-fulfillment of these obligations in accordance with the concluded contract and these General Terms and Conditions they are also untouched. Likewise, the contractor’s warranty for the work, or its part completed so far, does not expire, as well as the contractor’s responsibility for defects in the work performed, or its parts, nor does this affect any obligations and obligations of the contractor arising from the concluded contract, nor can the contractor get rid of them or escape from them in any other way, which in this respect also applies to the full extent of any partial obligations and obligations of the contractor.
9. The participants in the legal relationship have agreed that the provisions of these GTC relating to defects in the work, the warranty period, the customer’s claims for compensation for damage, the payment of a contractual penalty, the customer’s claims for compensation for increased costs, the customer’s claims for discounts on the price of the work, the customer’s claims for the return of overpayments paid to the contractor, as well as the provisions on offsetting and the prohibition of assigning the contractor’s claim to a third party and the prohibition of the establishment of a lien on the contractor’s claims, remain in force even in the event of withdrawal from the concluded contract by any participant in the legal relationship, or in the event of the termination of the obligation relationship established by the concluded contract by another way.
10. The contractor undertakes that during the period of validity of the concluded contract and two years after the termination of the obligation-legal relationship between its participants, who are the customer and the contractor, he will not conclude contracts for work, orders or other agreements, nor in any other way and on the basis of any of another legal title to produce work for the customer’s contractual partner and its contractual partners or other connected companies.
11. The contractor is entitled to withdraw from the concluded contract only for the reasons expressly stated in the concluded contract and these GTC. The contracting parties have agreed to exclude any dispositive provisions of legal regulations (especially the Commercial Code) that would allow the contractor to withdraw from the concluded contract for reasons on the part of the customer. The contractor is entitled to withdraw from the concluded contract, especially if the customer is more than 90 days in arrears with the payment of his financial obligations to the contractor.
X. SANCTIONS
- In the event of defective performance of the work, the customer may charge the contractor a contractual penalty according to the extent of the defective performance, up to 100% of the total price of the work.
- In the event that the contractor does not comply with the time of performance according to the concluded contract, the client has the right to invoice and the contractor is obliged to pay the client a contractual penalty in the amount of 1% of the total price of the work, for each day of delay.
- In case of non-compliance with the rules on health and safety at the construction site or at the workplace, the contractor is obliged to pay a contractual fine of EUR 200 for each individual violation, even repeatedly; the same also applies in the event that the contractor or persons authorized by him do not use protective equipment, the use of which is mandatory due to the circumstances, during the execution of the work.
- The contractor is obliged to pay a contractual fine in the amount of EUR 2,000 for not appearing for the execution of the work on the day according to the concluded contract.
- The contractor undertakes to pay the customer a contractual fine of EUR 500 in the event that he voluntarily leaves the place of execution of the work that he performs on the basis of the concluded contract.
- The contractor undertakes to pay the client a contractual fine of EUR 100 for each unexcused day of absence during the execution of the work according to the concluded contract.
- The contractor is obliged to pay a contractual fine in the amount of EUR 15,000 if he or the persons authorized by him to carry out the work damage the good name of the client, or if the contractor engages in unfair practices or circumvents the client (in particular, but not exclusively )
- In the event that the contractor cancels the binding order, the customer may charge a cancellation fee of up to 30% of the total price of the work.
- All sanctions, compensation for damage, as well as other performance, to which the contractor is obliged from the concluded contract and the general terms and conditions of the customer, will be invoiced by the customer to the contractor, unless they are unilaterally set off in accordance with Art. VII. point 1 of these GTC.
- The payment of any contractual penalty does not affect the claim of the injured party to the legal relationship for compensation in full – these claims can be asserted side by side and are not mutually exclusive.
- In the event of the customer’s delay in paying the invoice for the performance of the work, the customer is obliged to pay the contractor interest for the delay in the amount of 9% per year of the owed amount.
- Hereby, the contractor’s statutes in accordance with the provisions of § 303 et seq. of the Commercial Code in the valid version declares to the customer, as a guarantor, that he assumes the guarantor’s obligation for the payment of the contractual fine, possible damages, or other performance according to the concluded contract and the customer’s GTC, which the contractor will be obliged to pay and satisfy the customer (as a creditor) in in the event that the contractor (as debtor) fails to fulfill his obligations from the order and/or contract, or of another legal relationship that arose between the participants in relation to the order/realization of the work, within the due date of these obligations.
XI. RESOLUTION OF DISPUTES
The participants in the legal relationship and agreed that all disputes arising from the concluded contract or from legal relations arising on the basis of an order or other agreement between the participants, or related to them, including disputes about the validity of these legal acts, their interpretation and termination, as well as from debts incurred from the already realized works between the participants, will be resolved primarily by the agreement of the participants in the legal relationship.
In the event that reaching an agreement between the participants of the legal relationship is not possible, they will submit their dispute to the General Court of the Slovak Republic for a decision. The participants in the legal relationship declare that they will obey the decision issued in the court proceedings and that such decision will be binding and enforceable for them.
II. PART
COMMON FINAL PROVISIONS
- These General Terms and Conditions are binding from 2021. Etenia s.r.o. is entitled to change the content of the General Terms and Conditions, however, they are binding for the other party to the legal relationship only when they are published on the Etenia website (www.etenia.sk) and by e-mail notification of the change to the Customer.
- These General Terms and Conditions apply to the regulation of legal relations between the customer, the contractor and the guarantor in accordance with Art. X., point 10.11. of these GTC.
- During the duration of the legal relationship between them, the participants are obliged to notify each other without delay of a change in business name, seat, residence, ID number, bank connection and other data specified in the concluded contract.
- If any provision of these GTC becomes invalid or unenforceable, the validity or enforceability of the other GTC provisions is not affected in any way.
- Unless these General Terms and Conditions or the concluded contract stipulate otherwise, the relations between the participants of the legal relationship are governed by the provisions of the Commercial Code, even if they should be governed by the provisions of the Civil Code.
- If any of the participants in the legal relationship overlooks or forgives any non-fulfilment, violation, delay or non-compliance with an obligation arising from the concluded contract or GTC, then such action does not constitute a waiver of the right to fulfill such obligation, with regard to its ongoing or subsequent non-fulfillment, violation or non-compliance, and no such waiver shall be deemed effective unless expressed in writing in each individual case.
- Termination of the concluded contract in accordance with Art. IX. of these General Terms and Conditions does not affect those provisions of the concluded contract and these General Terms and Conditions, from the nature of which it follows that they should remain valid even after the termination of the legal relationship between its participants.
- The contractor declares that he has fully familiarized himself with the directive regarding the processing of personal data in accordance with Act no. 18/2018 Coll. on the protection of personal data, published on the website of Etenia ( https://etenia.sk/en/gdpr/ ) and grants the customer, as the operator, consent to the processing of his personal data under the conditions according to Etenia’s directive.