Allgemeine Geschäftsbedingungen für slowakische und internationale Kunden (in englischer Sprache)
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I. INTRODUCTORY PROVISIONS
1. The Seller means the company Bluefin Century, s. r. o., a company incorporated under the laws of Slovak Republic, Identification No. (IČO): 46 019 138, registered with the Commercial Register of the Municipal Court Bratislava III, Section: Sro, File No.:70421/B, with its registered seat at Kremnická 3576/24, 851 01 Bratislava, Slovak Republic. The Buyer means the customer purchasing goods or receiving services from the Seller (hereinafter as “Goods and Services” or individually as “Goods” or “Services”). The Contracting Parties mean the Seller and the Buyer jointly. The Contracting Party means the Seller or the Buyer respectively.
2. References to Goods and Services in the provisions of the GTC shall apply to the respective Goods and Services under individual contracts.
II. CONTRACT CONCLUSION
1. These GTC govern the purchase of Goods and Services from the Seller. Any general terms and conditions or other standard terms and conditions of the Buyer shall not apply to the purchase of Goods and Services from the Seller, even if such terms and conditions are attached to orders or referred to in orders of the Buyer, or attached to other correspondence between the Contracting Parties and even if the Seller has not expressly rejected them.
2. The provisions specified in the individual contracts between the Contracting Parties shall prevail over these GTC.
3. The Seller shall deliver the Goods or provide the Services to the Buyer based on an individual contract concluded in form of (i) an order of the Buyer confirmed by the Seller, whereby the order shall refer to these GTC, or (ii) a contract concluded by the Contracting Parties, whereby the contract shall refer to these GTC.
4. Should the order be sent by e-mail, it is considered valid and binding even if it is signed by a simple electronic signature of the Buyer, or if made by electronic means that allow capturing the content of the legal act and determining the person who performed the legal act in accordance with Sec. 40 (4) of the Civil Code. The Buyer can also make an inquiry via the Seller's website.
5. The Buyer shall be fully responsible for the accuracy and content of the order sent to the Seller.
6. The Buyer shall specify the delivery address of the ordered Goods or Services in the order. The Seller is not responsible for verifying the accuracy of the address provided by the Buyer. Any costs incurred by providing an incorrect address or failure to collect the Goods or Services at the specified address shall be borne solely by the Buyer.
7. The Buyer is entitled to terminate any individual contract by withdrawal without stating a reason unilaterally by a written notice delivered to the Seller, if such individual contract has not yet been even partially performed by the Seller. If the Buyer terminates the individual contract this way, the Seller is entitled to be paid the amount of the deposits paid by the Buyer for the Goods and Services that were the subject of the terminated contract as a severance pay for such early termination of the contract. The Seller’s right to compensation for potential damages shall not be affected. The Seller shall be entitled, at their discretion, to set-off the advance payments for the Goods and Services to settle other Seller's claims against the Buyer.
8. If the Buyer is a consumer, the Buyer is also entitled to terminate an individual contract pursuant to the applicable legal regulations on consumer protection, in particular, Act No. 102/2014 Coll., on Consumer Protection when Selling Goods or Providing Services on the Basis of a Contract Concluded at a Distance or a Contract Concluded Outside the Seller's Premises and on Amendments of Certain Acts, as amended.
9. The Buyer understands and agrees that the purchase price of the solar panels may increase due to price increases from the manufacturer. In such a case, after the Seller notifies the Buyer on increase of the price, the Buyer shall be entitled to refuse the delivery of such Goods and Services under respective individual agreement under conditions set out in section 11. of this Article. If the Buyer does not refuse the delivery of such Goods and Services under the individual contract, the purchase price for the delivery of the solar panels under the respective individual contract shall be increased as notified by the Seller pursuant to this section.
10. Furthermore, the Buyer understands and agrees that the delivery of the solar panels to the Buyer may be delayed due to a delay in delivery from the manufacturer. In this situation, after the Seller notifies the Buyer on delay in the delivery, the Buyer shall be entitled to refuse the delivery of such Goods and Services under the respective individual agreement under conditions set out in section 11. of this Article. If the Buyer does not refuse the delivery of such Goods and Services under the individual contract, the period for delivery of the Goods under the respective individual contract shall be adjusted as notified by the Seller pursuant to this section.
11. The Seller shall inform the Buyer in writing (by e-mail) of the increase in the purchase price pursuant to section 9. of this Article and/or the extension of the delivery time of the solar panels prior to delivery pursuant to section 10. of this Article. The Buyer shall have the right to refuse the delivery of such Goods and Services and in writing within three (3) business days from the date when the Seller notifies the Buyer of the change in the price or of the extension of the delivery time thereof. Upon the Buyer's refusal to deliver the Goods and Services, the relevant individual contract shall be terminated. Upon termination of the individual contract, the Seller shall refund to the Buyer the price paid for such Goods and Services within five (5) business days of termination.
12. Any information about the Goods or Services contained in promotional materials on the Seller's website or samples shall be deemed non-binding and shall not establish any rights against the Seller.
III. PRICE AND PAYMENT TERMS
1. The Goods and Services price shall be agreed upon in the individual contracts. The agreed price does not include value added tax (hereinafter as “VAT”); VAT will be added to the final price in accordance with the applicable regulations.
2. The price of Goods and Services listed on the Seller's website is indicative, does not include costs related to the delivery of Goods and Services (recycling fee, shipping costs, etc.) and is not binding for the Seller. The exact price of the Goods and Services with all related costs will be communicated to the Buyer on the basis of the Buyer's request.
3. The price for the Goods and Services shall be payable by wire transfer to the Seller’s bank account specified in the respective invoice issued by Seller. The time of crediting of the funds to the Seller’s bank account shall be deemed the time of payment. If the Seller has used financing through factoring, the price shall be payable to the account of the factoring company, which shall be notified by the Seller to the Buyer.
4. Should fees, taxes, or other costs be paid concerning the delivery of Goods and the provision of Services, the Buyer shall bear such costs.
5. Unless the Contracting Parties have agreed on a different conversion of the price for the Goods and Services in foreign currency into EUR, they shall use the "mid-point" exchange rate announced by the Seller's bank on the invoice date.
6. Prices do not include the cost of transportation of the Goods to the place specified by the Buyer. The transportation cost shall depend on the type and quantity of Goods ordered, the delivery method to the Buyer, and the chosen delivery conditions.
7. Should the Buyer default in payment of the price of Goods and Services, the Buyer shall be liable to pay the Seller a contractual penalty of 0.05% for each day of the delay. The contractual penalty shall be payable within three working days following the Seller's call for its payment delivered to the Buyer. The right to compensation for damages incurred by the Seller due to late payment (in particular, the costs of debt collection) shall not be affected.
8. Should the Buyer default in paying the price of Goods and Services, the Seller shall be also entitled to suspend the supply of Goods and Services to the Buyer based on any individual contract until the amounts due, including accessories, have been paid in full. The Buyer shall not be entitled to suspend the performance under individual contracts (including payment of due purchase price) in such case.
9. Should the Buyer default in payment of the price of Goods and Services, the deadline for delivery of Goods and provision of Services shall be extended accordingly. Should the price of the Goods and Services be paid late, the Buyer shall be obliged to reimburse the Seller for any additional costs incurred as a result of the late payment to the Seller, in particular storage costs, delay fees (storage of containers for a more extended time), additional customs fees and taxes.
10. The Buyer shall not be entitled to delay payment of the price of the Goods or Services due to claims of defects therein. The provisions of § 439 (4) of the Commercial Code shall not apply.
IV. GOODS DELIVERY AND ACCEPTANCE
1. The method and date of delivery of the Goods and provision of the Services shall be determined by the individual contract. If the delivery date occurs on Saturday, Sunday or a non-working day in Slovakia (in Slovak: deň pracovného pokoja), the term shall be extended to the next working day.
2. The Buyer shall bear the costs of delivery of the Goods unless otherwise agreed by the Contracting Parties. In the event that, for reasons on the Buyer's side, it is necessary to deliver the goods repeatedly or in a different way than specified in the individual contract, the Buyer shall be obliged to pay the costs associated with repeated delivery or another delivery method.
3. The signature of the person accepting the Goods on behalf of the Buyer on the CMR note or other document of delivery of the Goods shall be deemed proof of acceptance of the Goods by the Buyer.
4. The Buyer is obliged to check the quantity and quality of the Goods and Services immediately upon their acceptance. If the Buyer discovers quantity defects or obvious defects, they are obliged to notify the Seller immediately and subsequently draw up a written complaint report and deliver it to the Seller's e-mail address. Should the Buyer fail to acknowledge such defects in writing to the Seller within two (2) working days after receiving the Goods and Services, the Buyer's right to claim such defects shall cease, and the Goods and Services shall be deemed to have been accepted by the Buyer without reservation or complaint in relation to quantity defects or obvious defects. If the Buyer installs or uses the Goods and Services, they shall be deemed accepted by the Buyer without reservation or complaint.
5. Once a claim has been received, the Seller shall notify the Buyer whether or not they accept the claim. If the Seller accepts the claim, the Seller shall deliver the missing quantity of Goods and Services or repair or replace the defective Goods and Services in accordance with the Seller's warranty terms.
6. The risk of damage to the goods shall pass to the Buyer upon delivery of the Goods to the carrier designated by the Buyer. If a carrier designated by the Seller transports the Goods, the risk of damage to the Goods shall pass to the Buyer upon acceptance of the Goods. The Seller is entitled to make partial deliveries of Goods and provide Services in parts, provided that the final agreed date for delivery thereof is met. The Buyer is obliged to accept the partial deliveries.
7. In the event of force majeure circumstances (Article VII. of these GTC), the deadline for the delivery of Goods and provision of Services shall be extended by the duration of such circumstances. The Seller reserves the right to terminate an individual Contract without notice, provided that the deadline for the delivery of Goods and Services is extended by more than three (3) months as a result of the aforementioned force majeure circumstances.
8. The Seller reserves the right to postpone the Goods and Services delivery date for up to 90 days. The Seller shall inform the Buyer of the extension in writing (by e-mail).
9. If the Buyer picks up the Goods in person and the Buyer or their designated carrier arranges the loading, the Buyer bears the risk of destruction or damage to the Goods during loading.
10. The Buyer is responsible for unloading the Goods. The Buyer is also liable for the risk of accidental destruction or damage to the Goods during unloading.
11. The Goods will be delivered to the address specified in the individual contract.
V. RETENTION OF TITLE
1. The Buyer shall acquire title to the Goods and Services (i) upon payment in full of the price of the Goods and Services, including any accessory receivables, (ii) in the case of payment of the full price in advance, upon delivery of the Goods and Services.
2. The Buyer is entitled to dispose of the Goods and Services subject to retention of title; in particular, to transfer them to third parties or to establish third-party rights to them, only with the Seller's prior written consent.
3. Should the Buyer dispose of the Goods and Services contrary to the section 2. of this Article during the term of the Seller's retention of title or incorporate the Goods and Services into another product and the title to the Goods and Services or any part thereof is acquired by a third party, the Buyer is obliged to assign any proceeds of such sale to the Seller, who shall set them off against the payment of the price of the Goods and Services. The Seller's right to interest on late payment, contractual penalty and compensation for damages caused thereby shall not be affected by this provision.
VI. WARRANTY AND LIABILITY FOR DEFECTS
1. The Goods and Services shall be warranted to the extent and subject to the conditions specified in the Seller’s warranty conditions attached to the individual Contract.
VII. TERMINATION OF THE CONTRACT
1. Either Contracting Party shall be entitled to withdraw from an individual contract if (i) the breaching Contracting Party fails to perform their obligations under the individual contract and fails to remedy them within 15 days of a written request from the other Contracting Party, (ii) if a Contracting Party has justified doubts about the other Contracting Party’s ability to perform their obligations under the individual contract and the other Contracting Party fails to provide a sufficient guarantee assuring the performance of their obligations hereunder, (iii) the other Contracting Party becomes bankrupt, enters into liquidation, is subject to insolvency proceedings or is declared in a moratorium.
2. If the Seller withdraws from the individual contract, the Buyer shall be entitled to keep the Goods and Services, the price of which has been paid by the Buyer before the effectiveness of such withdrawal and the Seller shall be entitled to keep the price paid for them. Further, the Seller shall be entitled (i) to demand the return of the Goods and Services, the price of which has not been paid by the Buyer, whereby the Buyer agrees to allow the Seller to enter the land and premises where the relevant Goods and Services are located, (ii) to suspend the delivery of other Goods and Services under other individual contracts until the Buyer has paid the price of the other Goods and Services prior to delivery. Should any of the situations set out in (i) and (ii) of this clause occur, the price of the Goods and Services that have been delivered or provided to the Buyer and have not been returned to the Seller shall become immediately due and payable.
VIII. FORCE MAJEURE
1. Force Majeure shall be construed to mean an unforeseeable obstacle and circumstance preventing the other Contracting Party from fulfilling their obligations, including, but not limited to, governmental orders and restrictions, customs procedures and decisions, failure to obtain permits required by law, delays in delivery on the part of the carrier, strikes, wars or warlike activities, insurrections or civil disturbances, diseases or epidemics, natural disasters, as well as other circumstances beyond the control of the Contracting Parties and not foreseeable at the time of the conclusion of the individual contract.
2. Neither Contracting Party shall be liable to the other for any damages or other claims caused by force majeure.
3. The Contracting Parties have agreed to notify the other Party of the occurrence of force majeure without undue delay but not later than five (5) days after its occurrence.
4. The Buyer shall not be exempt from liability on the grounds of force majeure if they have not notified the Seller of the occurrence of force majeure preventing the performance of their obligations within the time limit specified in paragraph 3. of this Article.
5. Should the force majeure last longer than 30 days, the Seller has the right to terminate the individual contract without notice.
IX. CONFIDENTIALITY
1. The Contracting Parties undertake to maintain the confidentiality of all information obtained from the other Contracting Party during the performance of the individual contract, in particular, information of a technical and commercial nature, information subject to the Contracting Parties' trade secrets, information about the Contracting Parties’ products, processes, strategies, prices, business plans, the financial situation of the Contracting Party, and other information, the disclosure of which could harm the other Contracting Party (hereinafter referred to as “Confidential Information”). Confidential Information shall not include publicly available information that was known to the other Contracting Party prior to the execution of the individual agreement.
2. The Contracting Parties undertake to protect the Confidential Information and to secure it so that unauthorized persons do not have or gain access to it.
3. The obligation of confidentiality shall not apply in cases where a Contracting Party is obliged by law, official or judicial order or decision to disclose Confidential Information or documents. In such a case, any disclosed information shall be marked as being subject to trade secrecy and confidentiality of the Contracting Parties, the other Contracting Party shall be promptly informed of this obligation and shall cooperate with the other Contracting Party in taking legal action to prevent the disclosure of the Confidential Information.
4. The Contracting Parties undertake not to disclose Confidential Information to third parties without the prior written consent of the other Contracting Party. The Contracting Parties undertake to use the Confidential Information only to the extent necessary for the proper performance of each individual contract.
5. All data and information obtained in the performance of each individual contract shall be permanently deleted and erased upon completion of the individual contract in the extent permitted by applicable legal regulations.
6. The obligations under the provisions of this Article IX. shall be binding on each of the Contracting Parties for a period of ten (10) years from the execution of the last individual contract entered into by the Contracting Parties.
X. INTELLECTUAL PROPERTY RIGHTS
1. Plans, drawings, documentation, catalogues, brochures, designs, pictures, etc. provided by the Seller are the property of the Seller or the property of the manufacturers of the respective Goods and are protected by intellectual property rights. The Buyer shall not reproduce, distribute, lend, rent, exhibit or otherwise communicate to the public or exploit any information and documents obtained from the Seller without the Seller’s prior written consent.
2. These GTC shall not grant the Buyer a license to use information and documents of the Seller or third parties protected by intellectual property rights.
XI. PERSONAL DATA PRIVACY
1. The Seller shall inform the Buyer that they process the personal data provided or disclosed by the Buyer to the Seller at the conclusion of the individual contract in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27th, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC, and in accordance with Act No. 18/2018 Coll., on the Protection of Personal Data and on the Amendment of Certain Acts, as amended (hereinafter referred to as "GDPR"), for the purposes of the performance of individual contracts between the Contracting Parties.
2. The Buyer notes and does not object that the personal data provided by the Buyer to the Seller may be provided by the Seller to the Seller’s business partners and legal entities from the business group "Bluefin Century" solely to fulfill the obligations under the individual contracts.
3. The Buyer's notes that the processing of the personal data shall last for a definite period of time necessary for the performance of contract, until the settlement of all mutual obligations between the Contracting Parties and for a further for the purposes of the legitimate interests pursued by the Seller for the period of ten years following the termination of the contractual relationship between the Contracting Parties.
4. The Buyer has been provided with information on processing personal data in accordance with Article 13 of the GDPR, which is also available on the Seller’s website.
XII. LIMITATION OF LIABILITY
1. Should a claim for any damages be made on account of an individual contract between the Contracting Parties, the Seller is liable only for actual damages incurred and duly proven and documented by the Buyer, provided that such damages do not exceed the price of the Goods or Services that are the subject of the relevant individual contract.
2. The Buyer shall not be entitled to claim compensation for loss of profit or any indirect or incidental damages or damages that may have arisen due to the Seller's acts or omissions.
XIII. APPLICABLE LAW
1. These GTC and the relations arising therefrom, including the relations arising from individual contracts, shall be governed by Slovak law.
2. The Contracting Parties have agreed that the courts of the Slovak Republic shall settle all disputes between them related to these GTC and the relations arising therefrom, including the relations arising from individual contracts.
XIV. COMMUNICATION
1. All documents and other communications between the Contracting Parties may be delivered by mail, courier service, or other similar means, if these GTC or an individual contract does not state otherwise. The Contracting Parties shall send postal consignments to each other at the address specified in the individual contract as the registered office of the Contracting Parties or at such different address as the Contracting Parties may notify in writing to each other as a contact address. Moreover, the Contracting Parties shall be entitled to designate a contact person to whom the consignments are to be addressed.
2. Postal consignments shall be deemed delivered on the date of actual delivery; otherwise, on the tenth (10th) working day following the date on which the consignment was ready to be collected, even if the addressee was not aware of the deposit; provided that they were sent to an address consistent with the present agreement. Messages sent by fax, electronic mail, or other appropriate means of remote communication shall be deemed delivered on the date of their dispatch to the number or address designated by the relevant Contracting Party to whom the message is addressed; the time of dispatch shall be evidenced by an appropriate record of the means of transmission.
XV. FINAL PROVISIONS
1. The Buyer may not assign their claims against the Seller to a third party without the Seller's prior written consent.
2. The Buyer is obliged to inform the Seller immediately during the contractual relationship about any changes in contact details, persons representing the Buyer, as well as about facts that could jeopardize the performance of the individual contract by the Buyer (e.g., submission of an insolvency petition, entry into liquidation, declaration of a moratorium).
3. Any changes or deviations from these GTC require a written form. An individual contract can be changed by a written amendment signed by the Contracting Parties.
4. The Seller may amend or supplement the wording of the GTC.
5. These GTC are made in bilingual Slovak and English version. In case of discrepancies between the language versions, the Slovak version shall prevail.
6. The GTC shall be valid from 2024. 03. 13.