General Terms and Conditions

Applicable to the sale of services by SALVIS, s.r.o.

Last updated: January 10, 2023

1. Introductory provisions

These terms and conditions (hereinafter referred to as the “General Terms and Conditions”) are issued in accordance with the provisions of Section 273 of the Commercial Code, as amended, and govern the contractual relationships arising between SALVIS, s.r.o., ID No.: 50 133 641, with its registered office at Karadžičova 16, 821 08 Bratislava, registered in the Commercial Register of the District Court Bratislava I, Section Sro, File No.: 108683/B, on the one hand (hereinafter referred to as the “Supplier”) and a natural person, legal entity, and other legal entities, on the other hand. Sro, file number: 108683/B, on the one hand (hereinafter referred to as the “Supplier”) and a natural person, legal entity, and other legal entities, on the other hand (hereinafter referred to as the “Customer”), between whom a commercial relationship arises.
The details of the legal relationship between the Supplier and the Customer, the subject of which is the provision of services by the Supplier in accordance with the provisions of § 273 of Act No. 513/1991 Coll. Commercial Code, are determined by these General Terms and Conditions (hereinafter also referred to as “GTC”).
For the purposes of these GTC, a contract means an Order of the Customer accepted (confirmed) by the Supplier, the subject of which is the provision of services by the Supplier, concluded in writing (including by e-mail) by the Contracting Parties (hereinafter referred to as the “Order”). The prerequisite for concluding the Order is the unconditional acceptance of the Supplier’s price offer by the Customer, as further specified in Article 2(IV) of these GTC.
For the purposes of these GTC, a service means any service offered by the Supplier (hereinafter referred to as the “Service” or “Services”).
For the purposes of these GTC, the Supplier’s website means the Supplier’s website https://salvis.eu/ (hereinafter referred to as the “website”).

2. Conclusion of an order

The Customer may express their interest in the Service by telephone or e-mail using the contact details published on the Website, or in person, providing the information required by the Supplier to prepare a price quote for the provision of Services (hereinafter referred to as the “Request”).
Without undue delay after receiving the Request, the Supplier shall inform the Customer of any unavailability of the Service or deliver a price quote to the email address provided by the Customer.
The Supplier’s price quote (hereinafter referred to as the “Price Quote”) shall include, in particular:

specification of the Service,
scope of the Service,
technical requirements for the performance of the Service,
deadline for the performance of the Service and estimated duration,
price,
validity of the price quote.

The Customer is obliged to notify the Supplier of its acceptance in writing (by email) or by telephone within the period of validity of the Price Offer, otherwise the Price Offer shall expire. By accepting the Price Offer, the Customer also accepts these GTC in the version valid on the date of delivery of the Price Offer. Any expression of will by the Customer that clearly and unambiguously indicates that they accept the Supplier’s Price Offer without reservation shall be considered acceptance of the Price Offer. Upon unconditional acceptance of the Price Offer by the Customer, the Order becomes complete and the contract is considered concluded. 5. The Supplier may only commence the provision of Services after acceptance of the Order, delivery of the necessary technical requirements for the preparation of the service, and payment of a 100% advance payment in the amount of the Price specified in the Price Offer and in accordance with the terms and conditions set out in the GTC.

3. Rights and obligations of the contracting parties

The Supplier is obliged to provide the Customer with the Service in the quantity, quality, and within the deadline agreed upon by the Contracting Parties on the basis of the Order.
The Supplier is obliged to provide the Customer with all documents required by applicable law (tax document) or other documents agreed upon by the Contracting Parties in writing or in electronic form no later than 30 (thirty) calendar days after the provision of the Service.
The Customer is entitled to the provision of the Service in the quantity, quality, and within the deadline agreed upon by the Contracting Parties.
The Customer is obliged to accept the Service and pay the agreed price within the due date.
The Customer is obliged to provide the Supplier with all necessary cooperation to a reasonable extent necessary for the fulfillment of contractual obligations based on the Order.

4. Performance of obligations

The Supplier shall provide the Service to the Customer at the location specified by the Supplier. The Supplier shall bear all costs of material, technical, and personnel resources necessary for the provision of the Service, including their transport to the place of performance, unless the Parties agree otherwise.
If the place of performance is the Supplier’s premises, the Customer or other persons to whom the Supplier provides the Service may not:

bring explosives, booby-trapped explosive devices and their imitations, alcohol, narcotic and psychotropic substances, unidentifiable biological and chemical substances into these premises,
use photographic equipment and cameras in these premises without the Supplier’s written permission,
remove any objects, documents, information, and data that are the property of the Supplier or to which the Supplier has other rights without the Supplier’s written permission.

If the place of performance is the Contractor’s premises, the Customer and other persons are obliged to comply with all and any regime measures of which they will be informed upon entering the Contractor’s premises or at any time during their stay therein.
The agreed performance date is binding for the Contracting Parties and may only be changed on the basis of a telephone agreement or an agreement between the Contracting Parties in the form of e-mail communication.
The Supplier provides the Services in accordance with generally binding legal regulations and has all the permits and licenses necessary for their provision.

5. Price, invoicing, and payment terms

The price of the Service may be agreed in the Order as:

the price of an individual Service excluding VAT, if the subject of the Order is the delivery of several separate Services.
the total price of the Service excluding VAT, if the subject of the Order is the delivery of the Service as a whole.

The Customer is obliged to pay the Supplier an advance payment of 100% of the price of the Service within 15 (fifteen) days of receipt of the advance invoice. Receipt of the advance invoice means the date of sending the invoice to the Supplier.
The invoice must be issued in accordance with generally binding legal regulations. The Supplier’s invoice will be issued and the Customer’s payment will be made in euros, unless another currency is agreed in the Order.
The Supplier shall deliver the issued invoices to the Customer electronically (in .pdf format) to the Customer’s e-mail address, and such invoice shall be deemed delivered to the Customer on the date of the Customer’s confirmation of receipt of the invoice, but no later than the 3rd (third) working day from the date of its dispatch by the Supplier.
Any invoice issued by the Supplier shall be payable within 15 (fifteen) calendar days from the date of its delivery to the Customer and shall be paid by bank transfer or cash deposit to the Supplier’s account number specified in the invoice. The invoice payment period shall commence on the day following the delivery of the invoice to the Customer. If the last day of the invoice payment period falls on a non-working day, the invoice shall be payable on the next working day.
The date of payment shall be the date on which the invoiced amount is credited to the Supplier’s account.

6. Suspension of services and termination of the contract

If the Customer is in default with the payment of any due invoice of the Supplier, the Supplier is entitled to refuse or suspend the provision of Services, without being in default with the fulfillment of its obligations towards the Customer. The Supplier is obliged to notify the Customer if it refuses or suspends the provision of Services. Refusal to perform shall not affect the Supplier’s right to payment of the agreed price for the Services provided, nor shall it affect the right to compensation for damages or other rights that the Supplier has against the Customer under these GTC or generally binding legal regulations. The exercise of the right to refuse or suspend the provision of Services is solely a matter of the Supplier’s independent decision, and the Supplier is not obliged to do so. Similarly, the Supplier may decide at any time to continue with the performance of the Order despite the Customer’s delay.
The Order shall expire:

upon the provision of the Services and the fulfillment of the related contractual obligations of the Contracting Parties,
upon the expiration of the period for which the Order is concluded,
by written agreement of the Contracting Parties,
by written notice of termination,
by written withdrawal from the Order.

Either Contracting Party has the right to withdraw from the Order immediately by unilateral written notice

in the event of a material breach of legal obligations by the other Contracting Party, if it notifies the other Contracting Party without undue delay after becoming aware of such a breach, or
in the event of a minor breach of the GTC, if the other Contracting Party breaches any of its legal or contractual obligations and fails to remedy the situation even within an additional reasonable period of time based on a written request.

A material breach of the GTC and the Order by the Supplier shall include, but is not limited to:

a delay by the Supplier in the proper provision of the Services of more than 30 days,
interruption or suspension of the provision of the Services in violation of the Order or these GTC.

A material breach of the GTC and the Order by the Customer shall include, but is not limited to:

a delay by the Customer in the payment of any due receivable of the Supplier by more than 30 days,
if the Customer acts in any way contrary to the principles of fair business conduct, acts contrary to legal regulations, or damages the good name and legitimate interests and reputation of the Supplier by its actions,
if the Customer has been declared bankrupt, has been allowed to restructure, is in liquidation, or bankruptcy proceedings against the Customer have been suspended due to lack of assets, or bankruptcy has been canceled due to lack of assets,
breach of trade secrets or confidentiality of confidential information,
other cases specified in these GTC.

7. Protection of personal data and confidential information

The Contracting Parties are obliged to maintain confidentiality regarding personal data with which they come into contact during the fulfillment of the Order and to ensure its protection in accordance with generally binding legal regulations. This confidentiality obligation shall remain in force even after the termination of the Order.
The Contracting Parties shall bind all natural persons who come into contact with personal data in the performance of the Order to maintain confidentiality so that the confidentiality obligation remains in force even after the termination of the employment relationship or similar working relationship of such natural person.
For the purposes of the Order, all facts, information and data that are/will be specified in the Order and/or that will be specified in its Addenda and Annexes and/or that the Contracting Parties have learned/will learn in connection with the Order, its fulfillment, and pre-contractual negotiations related to it (hereinafter referred to as “Confidential Information”).
The Contracting Parties are obliged to maintain confidentiality regarding all Confidential Information, unless otherwise provided by the relevant generally binding legal regulations. This obligation shall not expire even after the termination of the Order.
The Contracting Parties may not use Confidential Information for themselves or for third parties, provide it to third parties, or allow third parties access to Confidential Information without the prior written consent of the other Contracting Party. Members of the bodies of the contracting partners, auditors or legal advisors of the Contracting Parties who are bound by a duty of confidentiality under generally binding legal regulations with regard to the information made available to them shall not be considered third parties.
The obligation to maintain confidentiality of Confidential Information does not apply to: - information that is already publicly known on the date of conclusion of the Order or that can already be obtained from commonly available information sources on the date of conclusion of the Order, - information that becomes publicly known after the conclusion of the Order or that can be obtained from commonly available information sources after that date, - cases where, on the basis of generally binding legal regulations or on the basis of an obligation imposed by a procedure in accordance with generally binding legal regulations, the Contracting Party must provide Confidential Information. In such a case, the Contracting Party concerned is obliged to inform the other Contracting Party of the emergence of its obligation to provide Confidential Information, specifying the scope of this obligation without undue delay.
The use of necessary Confidential Information in court, arbitration, administrative, or other proceedings conducted for the purpose of exercising rights under these GTC shall not be considered a breach of the obligation to maintain confidentiality of Confidential Information. The obligation to maintain this confidentiality shall remain in force even after the termination of the Order.

8. Special provisions

Without the prior written consent of the Supplier, the Customer may not assign any rights (including claims) to third parties that arise against the Supplier on the basis of the Order.

Any legal acts that directly or indirectly cause an encumbrance on the Supplier’s rights (including claims), set-off, or assignment of any rights of the Supplier (including claims) without the prior written consent of the Supplier shall be considered invalid, unless the Supplier subsequently approves them in writing.

9. Mutual communication

Unless otherwise specified in the Order or in these GTC, the Supplier’s documents and the Customer’s documents (hereinafter referred to as “documents”) shall be deemed delivered:

in the case of delivery by e-mail to e-mail addresses, upon receipt of a legible form of the document in the electronic mailboxes of the Contracting Parties. The Customer shall deliver e-mails to the Supplier to the e-mail address of the person authorized by the Supplier in contractual matters specified in the Price Offer,
in the case of personal delivery of documents, by handing over the document to an authorized person or another person authorized to receive documents on behalf of the Supplier or the Customer and by the signature of such person on the delivery note or a copy of the delivered document, or by demonstrable refusal to accept the document by such person,
in the case of delivery by a postal company authorized to provide postal services pursuant to Act No. 507/2001 Coll. on Postal Services, as amended, by delivery to the address of the Supplier or the Customer, and in the case of registered mail, by handing over the document to a person authorized to receive documents from the Supplier or the Customer and by that person signing the delivery note.

If generally binding legal regulations valid in the territory of the Slovak Republic or these GTC require any actions by the Supplier or the Customer to be in written form, this form shall also be preserved if these actions are performed in electronic form (e-mail message, etc.). the Customer to be in written form, this form shall also be retained if these acts are performed in electronic form (e-mail message, etc.), with the exception of acts leading to the termination of the Order.

10. Circumstances excluding the Supplier’s liability

The Supplier shall not be liable for failure to fulfill its obligations under the GTC if it proves that the failure was the result of extraordinary, unforeseeable, or unavoidable events and obstacles, nor their consequences could have been foreseen at the time of concluding the Order, and at the same time the obstacles and their consequences could not have been prevented, avoided or overcome.
The Supplier shall notify the Customer of the existence of circumstances excluding liability due to force majeure that prevent it from properly fulfilling its obligations without undue delay after becoming aware of them.
Unforeseeable and unavoidable obstacles include, but are not limited to:

meteorological conditions or phenomena that could not have been reasonably foreseen, taking into account the Supplier’s experience,
failure to secure or delay in securing material or personnel resources that could not have been reasonably foreseen or avoided or mitigated.

The effects of circumstances excluding the Supplier’s liability are limited only to the duration of the obstacle with which these effects are associated.

11. Liability and compensation for damages

In the event of a breach of obligations under these GTC or under generally binding legal regulations, the Contracting Party that breached the obligation shall be liable for damages caused to the other Contracting Party in accordance with generally binding legal regulations.
If the customer withdraws from the Order, the provider is entitled to compensation for all demonstrable costs incurred in providing the service until the withdrawal from the contract but not exceeding the agreed price. Common and final provisions

Issues not expressly addressed by these GTC shall be governed by the laws of the Slovak Republic, in particular Act No. 513/1991 Coll. Commercial Code, as amended.

Each provision of these GTC shall be interpreted in such a way as to be effective and valid under applicable generally binding legal regulations. However, if it is unenforceable, invalid, or ineffective under applicable generally binding legal regulations, the other provisions of these GTC shall remain unaffected.

If these GTC contain references to relevant generally binding legal regulations valid at the time of publication of this version of the GTC, which have been amended or replaced by other generally binding legal regulations during their validity, these references shall be considered references to the generally binding legal regulations that replaced them in their current wording.