GENERAL PURCHASE TERMS FOR THE PURCHASE OF GOODS
AND PROVISION OF SERVICES FOR REGADA, s.r.o. (hereinafter referred to as REGADA)
1. In general
1.1. These conditions (hereinafter referred to as VNP) apply to all offers and all orders for the purchase of goods, materials and the purchase of services supplied to REGADA by their suppliers (hereinafter referred to as the supplier) and to all relevant purchase contracts that REGADA enters into with its suppliers as a buyer (hereinafter referred to as the contract). In this contract, the term "services" shall include all activities of the supplier.
1.2. This expressly excludes the validity of the supplier's sales and purchase conditions.
1.3. Provisions of the contract that deviate from these General Terms and Conditions will be valid only on the condition that REGADA agrees on them in writing in the purchase contract (order) concluded with the supplier, based on the previous written proposal of the supplier.
1.4. An order for which REGADA has not received confirmation of acceptance, and which has not been revoked in writing, but which has been fully or partially fulfilled by the supplier, will be considered as if it had been fully accepted by the supplier.
2. Prices
The agreed price is fixed throughout the duration of the contract. Invoices are due in 60 days.
3. Delivery
3.1. The agreed delivery date of the goods is an essential element of the purchase contract. If the delivery of the goods is not delivered to REGADA on time by the agreed date, it will be a material breach of the contract on the part of the supplier, even if REGADA does not notify the supplier of this fact.
3.2. The supplier shall notify REGADE in sufficient time in advance of the exact date of delivery of the goods, as well as any threat that the goods will not be delivered to REGADE on the agreed date, at least 3 days before the day of delivery of the goods by the supplier.
3.3. The delivery of goods to REGADU will be properly carried out and completed by the supplier only on the condition that the agreed goods or services are delivered by the supplier to REGADU in their entirety, in accordance with the contract.
4. Changes and extra work
4.1. The supplier will not make any changes in the design or in the specifications of the goods supplied to REGADA, except if REGADA gives its prior written consent, or if REGADA itself requests in advance in writing to make these changes to the goods.
4.2. During the performance of the contract, the supplier will make technically possible changes or additions to the agreed goods or services according to the wishes of REGADA.
4.3. Changes and additions to the agreed delivered goods, in accordance with par. 4.1 of this article, the VNP performed by the supplier for REGADA will not result in an increase in the agreed price of the goods, nor an extension of the agreed delivery date, unless this has been specifically agreed in advance with REGADA in writing. An increase in the agreed price of the goods due to its change is possible only on the condition that the supplier has sent REGADE his written proposal to increase the price of the goods or to extend the delivery date before making the actual change or addition to the agreed goods, within a period of no later than 5 days from the date of the supplier's receipt of REGADA's written request to make such a change or addition.
4.4. REGADA is entitled to withdraw from the contract in whole or in part to request a change in the scope of the contractually agreed goods, if the implementation of changes or additions to the agreed goods that REGADA wishes to make appear to be impossible under conditions acceptable to REGADA.
5. Planning
The supplier must organize his delivery of goods to REGADE in such a way that does not disrupt the activities of REGADE or third parties.
6. Prohibition of contract assignment
Without the prior written consent of REGADA, the supplier may not transfer, or assign to third parties, his rights and obligations resulting from the contract he concludes with REGADA, in whole or in part.
7. Control
REGADA will have the right to inspect and examine the goods and services at all times, ie also in the interim periods.
8. Risk and transfer of title
8.1. The goods to be delivered and the goods in connection with which the services will be provided are at the expense and risk of the supplier until the completion of delivery to the specified location.
8.2. If REGADA makes any payment prior to delivery, title to the goods to which the payment relates, or parts or materials already in possession of the supplier, the goods sold (collectively the "goods"), shall become the property of REGADA, at the moment their payment to the supplier by REGADA. The supplier is obliged to mark the goods that are in his possession and to have them marked in this way for the benefit of REGADA. The supplier serves REGADA as a warehouse for goods intended for REGADA, which are still in his possession.
9. Right to intellectual and industrial property
9.1. The supplier guarantees that the delivered goods (its use) and services do not violate any intellectual and industrial property rights of third parties. The Supplier shall indemnify REGADA in respect of such rights in the event of claims by third parties and shall reimburse REGADA for damages and costs at its own expense.
9.2. Drawings, illustrations, designs, models, calculations, operating procedures, tools, etc., to be supplied by REGADA, or to be produced under REGADA's order, or to be produced by or on behalf of the supplier in connection with the above, as I intellectual rights and industrial property related to the above belong exclusively to REGADE, ie REGADA will be considered the producer and author, all this regardless of whether these were billed separately to REGADE.
10. Confidentiality
The supplier will keep confidential all information that he learned from business dealings with REGADA and information that he learned about in connection with the negotiation and fulfillment of contracts concluded with REGADA. The supplier may not use or misuse this information for his own needs or for the needs of third parties.
11. Public order, safety and the environment
The supplier and its employees, including the supplier's subcontractors, are obliged to comply with the safety and environmental regulations in force in the Slovak Republic, as well as the rules, orders and regulations in force at the place of work, in connection with public order, safety, the environment and monitoring.
12. Warranties and Liability
12.1. The Supplier warrants that all goods and services supplied by REGADA are first class in terms of design, construction, execution, materials, composition and quality, are in accordance with the drawings, other data, standards and specifications used by REGADA, are suitable for their intended purpose use, safe and comply with all state standards and regulations.
12.2. The supplier is responsible for all costs and damages that arise in REGADE as a result of the supplier's failure to fulfill its obligations, as well as for all damages caused to REGADE by the supplier, its employees as well as the supplier's subcontractors. The supplier is liable to REGADE for all defects in the goods that he has delivered or is to deliver to REGADE. In this context, the supplier will indemnify REGADA for all subsequent damages that will be brought against REGADA by third parties.
12.3. In this contract, the term "warranty" refers to a condition under which the supplier is obliged to repair defects in the goods or supply replacement goods without additional costs, regardless of the origin of the defect and regardless of the supplier's liability under the contract.
12.4. The supplier's warranty terms will last 24 months if the supplier does not provide a preliminary warranty for the goods.
12.5. In the case of delivery of a non-functional product, a complaint arises, REGADA issues a product error report POCH and sends the supplier an email with POCH. The supplier must respond to POCH within 48 hours, send an email to REGADA and inform about the receipt of the complaint and agree on the method of delivery of the non-functional piece. Subsequently, he will identify the cause within 10 days and inform about it by email. He will deliver the repaired or new part within 30 days or will agree with the REGADA officer on the method and time of settlement of the claim.
13. Suspension, Waiver and Termination
13.1. REGADA is entitled to suspend its obligations under the contract, or to withdraw from the contract, or to terminate it in whole or in part (hereinafter referred to as withdrawal) by written notice of withdrawal, without prior notification of a breach of obligations by the supplier, in the event that the supplier has failed to comply at all , did not fulfill his obligations to REGADA on time, or did not properly fulfill his obligations to REGADA, as well as in the case of moratorium or bankruptcy proceedings of the supplier, seizure of the company's assets (or part thereof) and goods intended for the implementation of the contract and the conclusion or liquidation of the business activity. In such a case, REGADA will be obliged to compensate the supplier only for the proportional price for the goods and services already supplied by REGADA, but only if such supplied services were used by REGADA.
13.2. REGADA is entitled to withdraw from the contract in whole or in part by written notice of withdrawal, if the contract with its buyer or customer, for whose benefit the contract with the supplier was concluded exclusively or jointly, is terminated, suspended, or any party withdraws from it in its entirety or in part. In such a case, as well as in the case of the application of Article 4.4, REGADA will be obliged to pay the supplier only the proportionate price for the goods and services that the supplier supplied until the withdrawal from the contract.
13.3. If REGADA or the supplier cannot fulfill the contract for a period of more than thirty days due to force majeure, both contracting parties will have the right to withdraw from the contract by written declaration of withdrawal, in return for compensation of a proportionate price for the goods and services that have already been delivered.
14. Protection of personal data
In the event that REGADA processes the personal data of the supplier or other affected persons in its information systems, it performs this activity in accordance with the provisions of Act NR SR No. 18/2018 Coll. on the protection of personal data, as amended.
The supplier's personal data is processed with the consent of the supplier and other affected persons for the purpose of verifying the identity of the supplier or a person authorized by him during unloading, identification of the supplier in the REGADY information system, and in order to issue correct orders.
15. Disputes and settled law
15.1. All disputes between the contracting parties will be resolved exclusively at the relevant court in Prešov, unless REGADA prefers the relevant forum (arbitration court).
15.2. These terms and conditions are governed by the applicable legal order of the Slovak Republic.
15.3. These REGADA General Purchase Conditions for the purchase of goods and the provision of services come into force on 1 January 2024.
In Prešov on December 8, 2023