General terms and conditions

General terms and conditions for the purchase of goods

1. These general terms and conditions (hereinafter referred to as "GTC or conditions") regulate the conditions for concluding contracts for the supply of goods in accordance with partial orders (hereinafter referred to as "goods"), the content and conditions of contracts and orders, and the rights and obligations of the customer (hereinafter also "Customer") and the supplier (hereinafter also "supplier") from these contracts. They also regulate, but not exclusively, claims in case of breaching the contract. The following conditions, which are part of the order, apply to all concluded contracts based on the order. The contracting parties may deviate from these conditions only based on mutual written agreement.
2. The customer is the company 3PACK group a.s., registered at Kopčianska 92, 852 03 Bratislava - m.č. Petržalka, IČO: 36 843 555, VAT number SK2022463850, registered in the Commercial Register of the District Court Bratislava I Dept. Sa, Vl.č. 4253/B.
3. Supplier means a legal or a natural person - an entrepreneur with whom the customer has entered a framework contract on the supply of goods, on the basis of which the customer is entitled to order goods.
4. Any binding effect of all preliminary negotiations and correspondence (declared intentions) concerning the scope of an order and/or a contract shall expire by signing the order and/or the contract.
5. These GTC become an inseparable part of the contracts on the basis of relevant provisions of these contracts.
6. These GTC are regulated by relevant provisions of the Act no. 513/1991 Coll. of the Commercial Code as amended.
7. The specific contract, the order along with annexes and the GTC form the complete content of the contract, which represents the regulation of the rights and obligations of the parties in relation to the delivery of goods under the terms of the specific contract / order.

Contract

1. The relationship between the supplier and the customer arises on the basis of concluding a framework contract on the supply of goods in connection with the orders.
2. The purpose of the framework contract is always the delivery of goods to the customer for the purpose of their use for the next step in production process of the customer.
3. According to the framework contract, on the basis of individual orders, the customer is entitled to request from the supplier the delivery of the specified goods in a specified number. The Supplier is committed to provide sufficient capacity of the goods in order to meet the obligations to the Customer, arising from the framework contract, the order and the GTC.
4. Each contract shall be deemed to have been concluded when the parties have in writing agreed on all the particulars specified in the contract. If one of the contracting parties has comments on the supplement and/or amendment of the proposal and submits them to the other contracting party, such comments or proposals shall be considered as a new proposal.
5. Within the framework of the contractual relationship between the supplier and the customer, no third party is entitled to give any instructions to the customer.

Order

1. The subject of the order is the supplier's obligation to deliver the goods to the customer according to the type and number specified in the order, to transfer the ownership of the delivered goods to the customer and the customer's obligation to pay the supplier the purchase price on time and under the agreed conditions.
2. The sales order must contain the following requirements
   1. supplier's designation,
   2. identification of goods,
   3. quantity of goods,
   4. the date of delivery of goods in accordance with the provisions of the GTC, or the framework agreement,
   5. place of delivery of goods - customer's address /or by customer´s own means of transport /,
   6. payment method,
   7. purchase price according to the valid price list including VAT,
   8. maturity of the monetary obligation.
3. The customer is entitled to send the order by post or e-mail to the supplier's address.
4. The customer's order, including confirmation of the purchase price, must be confirmed in writing by the supplier within 2 working days. The supplier is entitled to refuse to confirm the order only if its content (in terms of quantity of goods and / or its price) conflicts with the provisions of the framework contract.
5. After the confirmation of the order acceptance by the supplier, a contractual relationship between the contracting parties is established, based on the relevant framework contract in connection with the specific order. The parties are bound by this relationship and it is not possible to terminate this relationship unilaterally, unless otherwise stated below.
6. Unless the parties come in writing to a different agreement in advance, these GTC will become an integral part of each framework contract, as well as the partial order.
7. The supplier is not entitled to reject the customer's order, even not partially, due to lack of capacity. On the contrary, the supplier is committed to ensure for the benefit of the customer the readiness of the delivery of goods in the amount specified in the framework contract.
8. The customer is not obliged to take delivery of the goods from the supplier to any extent, unless the parties explicitly agree on such a delivery in the framework contract.
9. The supplier is obliged to process each partial order and deliver the required goods within the agreed period.

Price and payment method

1. Information on price and other statements and pledges are binding for the customer only if they have been delivered in writing in the relevant contract. The price of the subject of the order is always given as the price of the ordered goods + VAT according to the applicable legal regulations. The price of the goods does not include the price of transport.
2. The Supplier is not entitled to change the price list unilaterally, even in the event of a change in the price of the inputs, on the basis of which the price of each item has been calculated, unless explicitly agreed on that in the framework contract by the parties; in such a case, however, the agreement on unilateral price increase must always contain a precise definition of the price increase calculation so that this would always be objectively determined by both parties, otherwise the possibility of unilateral price increase according to the price list will be considered as indeterminate and for the contracting parties as invalid.
3. The customer is committed to pay the purchase price in accordance with the contract, order and these GTC, based on the invoice issued by the supplier.
4. Unless otherwise agreed by the parties, each invoice is due within 30 days from the date of delivery to the customer and must include a delivery note signed by an authorized representative of the customer in relation to the goods that are subject of invoicing. In case of a failure to submit a signed delivery note, the customer is entitled to return the delivered invoice for completion. In such a case, the due date does not expire.
5. The purchase price of the goods is given according to the price list of the supplier, which is part of the framework contract, unless otherwise agreed by the parties in writing. The purchase price of the goods, including VAT, may be paid by the customer in installments if this fact is stated by the customer in the order and this is confirmed by the supplier in accordance with these GTC. In case of payment in installments, the first installment of the purchase price will be in the amount of the relevant VAT, the remaining part of the purchase price can be paid by the customer according to the agreement specified in the order.
6. The goods will be handed over to the customer in a condition usable for the agreed purpose and packed in such a way that the goods are not damaged during transport. The delivery of the goods must always include the relevant documentation for the goods.
7. In the case of a customer's request to provide the transport of goods to a designated place within or outside the Slovak Republic, the price of transport will be calculated on the basis of the agreement between the contracting parties.

Terms of delivery

1. In the event of any delay by the supplier in fulfilling an individual order, sanction claims arise on the part of the customer in accordance with the framework contract and legal provisions.
2. Partial deliveries during the fulfillment of the relevant order are only permitted on the basis of the customer's prior written consent to such a fulfillment.
3. The goods are considered to be delivered to the destination required by the customer in accordance with the order and the confirmation of receipt of the goods on the delivery sheet. If the delivery is not in accordance with the order or the goods have any defects, the customer is entitled to accept the goods and/or not to sign the delivery sheet. If there is a possibility to accept only a part of the delivery of goods, the customer is entitled to accept and sign the delivery sheet only in relation to a part of the delivered goods.
4. If, due to the existence of defects, the customer does not take accept goods or part of the goods delivered by the supplier within the time and place mutually agreed in the order and/or refuses to sign the delivery sheet for these reasons, the supplier goes into a delayed status and is obliged to eliminate order defects identified by the customer and arrange a new date of the acceptance procedure in relation to the goods. Also, the supplier is obliged to reimburse the customer for demonstrable costs and damages caused thereby.
5. The risk of damage to the goods passes to the customer at the time of the supplier´s receipt.
6. The customer acquires the ownership of the goods at the time of its receipt from the supplier.
7. The customer is entitled to withdraw from the relevant order for the supply of goods, if the supplier goes into liquidation, bankruptcy or restructuring proceedings have been initiated, bankruptcy or restructuring has been declared against supplier´s assets and also, if there is a reasonable concern that their obligation fulfillment (even not yet paid) by the supplier is seriously endangered.
8. In case of conflicts, unforeseen events, weather changes, or climate changes, natural disasters or diseases, restrictions on movement, declaration of emergency, emergency or war, or similar changes in the standard state or other circumstances of force majeure beyond the control of the parties, which will significantly impair the supplier's ability to make a delivery, or the ability of the customer to accept the delivery, the relevant contracting party will be entitled to postpone the delivery for such a period during which, in view of the above circumstances, the possibilities of this party to make, or accept the delivery are significantly deteriorated. If this period exceeds 1 month, each party shall be entitled to withdraw from the partial order in whole or in part in respect of supplies to be made during that period. A contracting party which exercises its right in accordance with the above mentioned shall without delay and in writing inform the other party. A circumstance which, according to the above, allows for a waiver and which already existed at the time the order was accepted, will not constitute a reason for such a waiver. Events on the supplier's side consisting of interruption of operation, insufficient or incorrect supply of the subcontractor, unavailability of transport options or a lack of raw materials needed for the production of goods or energy shall not be considered as a reason for postponing the supply. If a reason for a waiver looks as an obstacle on the part of the supplier, the supplier is obliged to reimburse the customer for the costs incurred in securing replacement supplies, in order to ensure the continuity of the customer's production process.

Liability for defects

1. All defects in the delivered goods can be claimed by the customer both within the acceptance procedure and within the expiration of the warranty period, which is set for 12 months.
2. Claims for liability for defects shall be made by the customer in writing within 7 working days of their discovery during the warranty period. Subsequently, the supplier is obliged to assess the claimed defect and start eliminating it within 3 working days of its reporting.
3. The supplier is obliged to eliminate the claimed defects on the goods within a period not exceeding 15 working days.
4. The customer is entitled to choose the right from defective performance in accordance with the relevant provisions of the Commercial Code within the notification of defective performance in accordance with point 2 of this part, as well as within 7 working days from delivery of such notification to the supplier. After notifying the customer of the selection of the claim from the defective performance, the supplier is obliged to fulfill the claim selected.
5. The contracting parties shall issue a separate record on the elimination of defects.
6. The assertion of claims for defects under this part of the GTC do not affect other claims of the customer specified in the framework contract and / or these GTC or the right to damages and a contractual penalty.

Protection of confidential information

1. Each contracting party is obliged not to disclose confidential information nor allow unauthorized manipulation of it to third parties unless the other party has given the prior written consent.
2. The limitations in this section in relation to confidential information shall not apply in so far as it is made available to entities providing financial, economic, accounting, or legal advice to the contracting party and such entities are bound by professional secrecy themselves.
3. The contracting party is entitled to provide confidential information, which is the subject of protection even without the prior consent of the other contracting party, only in cases and to the extent specified by law or other generally binding regulations and only to entities authorized to do so.
4. In the event of unauthorized manipulation of the provided confidential information, the injured party shall be entitled to a compensation. Likewise, the infringing party is obliged to prevent further unauthorized manipulation of confidential information and to restore all measures for its protection. By fulfilling the claim for damages, the obligation of the contracting parties to make redress and ensure proper protection of confidential information shall not terminate.

Final provisions

1. The Supplier is not entitled to assign any rights and/or obligations arising from the framework contract or order to a third party without a prior written consent.
2. The Supplier is not entitled to credit unilaterally any of the monetary claims against the customer's monetary claim arising from the framework contract, order or these GTC.
3. Legal relations that are not regulated by these conditions, framework agreement or order are regulated by the Commercial Code, as well as other generally binding legal regulations that are valid in the Slovak Republic. The Contracting Parties hereby exclude the application of any conflict-of-law standards regulated in bilateral and / or multilateral international treaties and / or agreements that are part of the legal system in the Slovak Republic. The contracting parties hereby explicitly agree that the provisions of the INCOTERMS issued by the International Chamber of Commerce in Paris on the invoice for a performance under the Agreement and / or any other document related to the Agreement that is inconsistent with the Agreement of the contracting parties based on the Agreement shall not be taken into account. The contracting parties agree that the Vienna Convention (UN Convention on Contracts for the international sales of goods) does not apply to the regulation of their rights and obligations under this Agreement.
4. In the event of disputes, the courts of the Slovak Republic are competent to resolve them.
5. If any of the provisions of these GTC shall be null and void ineffective or unenforceable, this fact does not and will not result in the invalidity, ineffectiveness, or unenforceability of other provisions of these GTC. Until the wording of the GTC is updated regarding this fact, other provisions of the GTC shall be used to replace the invalid, ineffective or unenforceable provision. If they are not available, then the provisions of valid legal regulations in the Slovak Republic shall apply.
6. The above conditions are available on the customer's website.

These general terms and conditions enter into force and effect on the 1.4.2021.

Bratislava, 31.3.2021

General terms and conditions for the sale of packaging products

1. These general terms and conditions (hereinafter referred to as "GTC or conditions") regulate the conditions for concluding contracts for the purchase of packaging materials, the subject of which is the delivery of packaging (hereinafter "goods"), the content and conditions of contracts and orders, and the rights and obligations of the customer (hereinafter also "customer") and the supplier (hereinafter also "supplier") of these contracts. They also regulate, but not exclusively, claims in case of breaching the contract. These conditions apply to all concluded contracts. The contracting parties may deviate from these conditions only on the basis of mutual written agreement.
2. The customer is meant to be the company 3PACK group a.s.,registered at Kopčianska 92, 852 03 Bratislava - Petržalka, Business ID: 36 843 555, VAT reg. no. SK2022463850, registered in the Commercial Register of the District Court Bratislava I Dept. Sa, Vl.č. 4253/B.
3. The customer is a legal or natural person - an entrepreneur with whom the supplier has concluded a contract for the purchase of packaging materials.
4. By signing the contract, any binding nature of all preliminary negotiations and correspondence (declared intentions) concerning the scope of the order and / or the contract expires.
5. These GTC are an inseparable part of the contracts on the basis of the relevant provisions of these contracts.
6. These GTC are regulated by the relevant provisions of Act no. 513/1991 Coll. of the Commercial Code as amended.
7. The specific contract, its annexes and these GTC form the complete content of the contract, which represents the regulation of the rights and obligations of the parties in relation to the supply of equipment and / or provision of services under the terms of the specific contract.

Contract

1. The relationship between the supplier and the customer arises on the basis of concluding a contract for the purchase of packaging materials.
2. The purpose of the contract for the purchase of packaging material is the delivery of goods in accordance with customer demand.
3. Pursuant to the contract on the purchase of packaging material, the customer is entitled to demand delivery of a specified number of goods from the supplier.
4. Each contract shall be deemed to have been concluded when the parties have in writing agreed on all the elements specified in the contract. If one of the contracting parties has comments on the addition and / or amendment of the proposal to the other contracting party, such comments or proposals shall be deemed to be a new proposal.
5. Within the contractual relationship between the supplier and the customer, no third party is entitled to give any instructions to the supplier.
6. The parties agree that the mutually agreed "regular delivery outlook", which includes the estimated quantities of goods, its specification and price, is considered to be a concluded contract for a future contract, under which the supplier is obliged to deliver and the customer to accept the agreed quantity of goods, whereas each contracting party is entitled to amend this arrangement up to a maximum of 20%, provided that it notifies the other contracting party of this change without delay, but no later than 3 working days.

Price and payment method

1. Information on price and other statements and pledges are binding for the customer only if they have provided them in writing in the confirmation of order and/or in the relevant contract and in the case that the customer does not deviate significantly from the declared quantity of goods to be purchased. The contracting parties shall consider a substantial deviation of the agreed and declared quantity of goods in the amount of more than 5 %. In such a case, the supplier is in particular entitled to adjust the price to the price in accordance with its standardized price list for the delivery of the corresponding volume of goods.
2. The price of the subject of the order is always set as the price of the ordered goods + VAT according to the valid regulations. The price of the goods does not include the price of transport to the place of destination.
3. The price of the subject of the order will always be increased by the price for each pallet on which the ordered goods will be handed over to the customer, based on a separate invoicing of the subject of the order and the delivered pallets.
4. The customer will be committed to pay the purchase price in accordance with the contract and these GTC, based on the invoice issued by the supplier.
5. Unless the parties agree otherwise, each invoice is due within 30 days from the date of its delivery to the customer.
6. The obligation to pay the purchase price is considered fulfilled by the customer at the moment of crediting the relevant amount to the bank account of the supplier. Except for cases provided in the contract and / or these GTC, the customer is in no way entitled to withhold or otherwise defer payment of any performance due to the supplier, nor to condition them by any facts, in particular, but not exclusively due to the existence of dispute, counterclaim, right to set-off, or on the basis of other facts which he might otherwise apply to the supplier, unless such procedure is agreed in writing between the parties or approved by the customer.
7. In the event of a dispute, the invoice is delivered to the customer along with the delivery of goods.
8. The goods will be handed over to the customer in a condition usable for the agreed purpose and packed on pallets so that the goods are not damaged during transport.
9. The purchase price does not include transport to the place of delivery of goods, as long as this is in accordance with the contract for the purchase of packaging material. In the case of a customer's request to provide the transport of goods to a designated place within or outside the Slovak Republic, the price of transport will be calculated on the basis of the agreement between the contracting parties.

Terms of delivery

1. The goods are delivered with the parameters of properties which the customer was acquainted with in advance, according to the provided reference samples. If the goods should have special properties that are not usual, or they. are not in accordance with the provided reference sample, the customer must specify such properties in writing at the time of making order. If the supplier is aware that the goods does not have the specified properties, the supplier is entitled to reject the order of goods for this reason.
2. Partial deliveries at the time of fulfillment of the relevant order are permissible, unless otherwise agreed in the contract for the purchase of packaging materials.
3. The goods are considered delivered properly and on time in accordance with the contract and order at the agreed place of delivery and at the time of its actual delivery by the supplier and / or by a confirmation of the goods receipt on the delivery sheet. The customer is not entitled to refuse to unilaterally accept the goods and / or not to sign the delivery sheet, unless the contract and / or these GTC make to do so in specific cases.
4. Unless the contracting parties agree otherwise, the place of delivery of the goods is the supplier's warehouse.
5. In the event that the customer does not accept the goods delivered by the supplier within the time and place mutually agreed in the order and / or refuses to sign the delivery note, he is delayed and is obliged to reimburse the supplier for provable costs and damages caused.
6. The customer acquires the ownership right of the goods at the time of receiving the goods in accordance with the contract and these GTC.
7. The supplier is entitled to withdraw from the relevant individual order for delivery of goods if the customer has entered into liquidation, bankruptcy or restructuring proceedings have been initiated against him, bankruptcy or restructuring has been declared against his property and further if there is a reasonable fear that the fulfillment of obligations not yet paid) by customers is seriously endangered. In the same cases, as well as in the event that the supplier withdraws from the partial order more than 2 times, he is also entitled to withdraw from the framework contract itself.
8. If conflicts, unforeseen events, weather changes, or climate change, natural disasters or diseases, restrictions on movement, declarations of emergency, emergency or war, or similar changes in the standard state or other circumstances of force majeure beyond the control of the contracting parties or objective shortage of raw materials needed to produce goods or energy that are not purely local, significantly impair the supplier's ability to make the delivery, or the ability of the customer to take over the delivery, the relevant contracting party will be entitled to postpone the delivery for such a period during which, in view of the above circumstances, the possibilities of this party to make, or take delivery significantly deteriorated. If this period exceeds 3 months, each party shall be entitled to withdraw from the partial order in whole or in part in respect of the supplies to be made during that period. A contracting party which exercises its right in accordance with the above mentioned shall without delay and in writing inform the other party. A circumstance which, according to the above, allows for discharge, and which already existed at the time the order was accepted, will constitute a ground for such release only if its effect on the contract was not foreseeable at the time of its conclusion.

Liability for defects

1. The goods has defects if the delivered goods do not comply with the provided reference samples, or if it does not correspond to the ordered type of goods and / or quantity, or the goods are obviously damaged.
2. All obvious defects can be claimed ONLY within 5 working days from the moment of accepting the delivery by marking the defect and its nature in the delivery sheet, or in a writing note to the supplier.
3. Complaints about hidden defects must be made in writing no later than 5 working days from their discovery during the warranty period, which is set at 1 month. Subsequently, the supplier is obliged to assess the claimed defect and, in the case of a hidden defect, within 10 working days of its reporting to begin its elimination.
4. The supplier is not liable for any defects, as long as they may originate in improper use of the delivered goods.
5. The supplier is commited to eliminate defects in the goods duly, in a timely and lawful manner, within a period not exceeding 30 calendar days from the supplier's assessment of the defect.
6. The supplier is not liable for any indirect or consequential damages on the part of the customer, including the right to lost profits, if he used the goods despite the fact that he knew or could have known that it had defects.
7. The customer is obliged to store any claimed goods separately from other goods, secure them against damage and do not use them. If the customer uses defective goods, any claims arising from the defective performance expire at the moment of its use.

Protection of confidential information

1. Each party undertakes not to disclose confidential information or allow unauthorized manipulation of it to third parties, unless the other party has given its prior written consent.
2. The limitations in this section in relation to confidential information shall not apply in so far as it is made available to entities providing financial, economic, accounting or legal advice to a party and such entities are themselves bound by professional secrecy.
3. The contracting party is entitled to provide confidential information, which is the subject of protection even without the prior consent of the other contracting party, only in cases and to the extent specified by law or other generally binding regulations and only to entities authorized to do so.
4. In the event of unauthorized manipulation of the provided confidential information, the injured party shall be entitled to a compensation. Likewise, the infringing party is obliged to prevent further unauthorized manipulation of confidential information and to restore all measures for its protection. By fulfilling the claim for damages, the obligation of the contracting parties to make redress and ensure proper protection of confidential information shall not terminate.

Final provisions

1. The persons signing the contract declare that they are entitled to such a legal act of the binding customer.
2. Neither party is entitled to assign any rights and / or obligations arising from the contract for the purchase of packaging materials and / or a specific order to a third party without prior written consent.
3. Unless explicitely provided by the contract and / or these GTC, neither party is entitled to unilaterally set off any of its monetary claims against the monetary claim of the other party arising from the contract for the purchase of packaging materials, orders and / or these GTC.
4. Legal relations that are not regulated by these conditions and / or the contract are regulated by the Commercial Code, as well as other generally binding legal regulations that are valid in the Slovak Republic. The contracting parties hereby exclude the application of any conflict-of-law standards regulated in bilateral and / or multilateral international treaties and / or agreements that are part of the legal system in the Slovak Republic. The contracting parties hereby explicitly agree that the provisions of the INCOTERMS issued by the International Chamber of Commerce in Paris on the invoice for a performance under the Agreement and / or any other document related to the Agreement that is inconsistent with the Agreement of the contracting parties based on the Agreement shall not be taken into account. The contracting parties agree that the Vienna Convention (UN Convention on contracts for the international sales of goods) does not apply to the regulation of their rights and obligations under this Agreement.
5. In the event of disputes, the courts of the Slovak Republic are competent to resolve them.
6. In the event that any of the provisions of these GTC shal be null and void ineffective or unenforceable, this fact does not and will not result in the invalidity, ineffectiveness or unenforceability of other provisions of these GTC. Until the wording of the GTC is updated with regard to this fact, other provisions of the GTC shall be used to replace the invalid, ineffective or unenforceable provision. If they are not available, then the provisions of valid legal regulations in the Slovak Republic shall apply.
7. The above conditions are available on the supplier´s websites.
8. Making an order of the equipment by the customer is concurrently an expression of consent to the wording of the General Terms and Conditions of the supplier.

These general terms and conditions enter into force and effect on the 1.4.2021.

Bratislava, 31.3.2021