General Terms and Conditions

I. Introductory Provisions

1. Company MONT-ALU, s. r. o. is for the purposes of these General Terms and Conditions - sales (hereinafter also only "GTC") designated as "seller", and the contractual partner is for the purposes of these GTC designated as "buyer". For the purposes of these GTC and related contract, the designation "seller", "buyer", "purchase contract" or "contract" is also used in the case that a contract for work or other similar contract is concluded, in which company MONT-ALU, s. r. o. acts as seller, contractor or otherwise designated position of a subject providing material or characteristic performance, whereby the provisions of these GTC shall apply to such relationship appropriately.
2. Deliveries of products, services (hereinafter also only "products"), offers and other legal-commercial negotiations are carried out exclusively on the basis of these GTC, unless expressly agreed otherwise in writing, and these GTC also apply to all future business relationships, even in the case that they are not expressly agreed again. For the case that the purchase contract is not concluded in written form, these GTC are considered as part of the orally concluded purchase contract.
3. These GTC apply to all business documents of the seller, i.e. also to his offer, order confirmation, etc.
4. At the latest, these GTC are considered accepted upon confirmation of the order by the seller (contract formation) or upon performance (products or services).
5. Deviations from GTC are valid only if they have been confirmed in writing by the seller. Buyer's terms and conditions will not apply to contractual relationships regulated by these GTC, unless expressly agreed otherwise in the relevant contract.
6. Any oral or written declarations, warranties, negotiations, commercial competitions, announcements of intentions and commercial practice not expressly stated or not included by express reference in the contract or in these GTC will not be binding for any contractual party. The contractual parties hereby declare that in their legal relations no regard is given to commercial customs maintained generally or in the given industry, and that commercial customs do not have priority in their legal relations over provisions of commercial/civil code that do not have mandatory effects, however they are applied only in the case when commercial/civil code does not resolve the given situation.
7. The buyer acknowledges that these GTC apply in a wide range of seller's business relationships, in purchase contracts, in contracts for work, in unnamed contracts. With regard to this fact, they also contain individual articles and points that will not expressly relate to a specific business relationship. This fact, however, in no case means incomprehensibility or uncertainty or for any other reason any invalidity of these GTC, or their individual points.
8. These GTC also relate to deliveries of performance in retail manner - to natural persons - non-entrepreneurial subjects, whereby in this case these GTC are applied similarly.

II. Offers, Orders, Contracts

1. Seller's offers, including data on dimensions, drawings, images, descriptions and other performance parameters are non-binding, unless expressly agreed otherwise in writing.
2. The seller is entitled to consider any expressed will of the buyer as an order, especially in writing, by email or fax, but also orally.
3. The seller prefers sending orders on seller's order forms or through seller's e-shop. The order must clearly specify the type of required performance, its quantity and delivery term.
4. If the buyer does not state his VAT registration number in the order, goods/products will be delivered with invoice and the invoiced amount will include value added tax.
5. The contract is concluded at the moment when agreement occurs between the proposal to conclude contract (order or possibly inquiry) and its acceptance. The contractual parties state for the exclusion of any doubts that this acceptance must be unconditional, i.e. in the case that acceptance will change the proposal to conclude contract in any way (if it would be an immaterial change), then it is a new proposal to conclude contract, which must be accepted by the other contractual party. In the case that acceptance does not occur, however performance according to the previous (original) proposal to conclude contract occurs, then the contract is considered concluded as if acceptance of the proposal did not deviate from the proposal to conclude contract.

III. Prices

1. For prices of products and services, prices from seller's current price list apply, unless expressly agreed otherwise.
2. Prices are stated without assembly, without value added tax (VAT), which is calculated according to VAT rate valid on the delivery day, unless determined otherwise. Transport by seller's vehicles and transport services (DPD, etc.) is not included in the price list price.
3. The decisive day for validity of current price list price is the order confirmation day.

IV. Payment Terms

1. The right to payment of price arises to the seller at the moment of delivery of products/goods to the buyer, or at the moment of handover of products/goods to the buyer, if the contract imposes obligation on the seller to perform assembly.
2. In the case that the contract is concluded with a new buyer, the seller is entitled to demand advance payment on the agreed price up to 100% of the price, and the buyer is obliged to pay this advance payment. During the period of buyer's delay with advance payment payment, the seller is not in delay with performance of his obligations, and this period also extends the deadline for delivery of products/goods. In the case of buyer's delay with advance payment payment for more than 30 days, the seller is entitled to withdraw from the contract.
3. The seller is entitled to demand in justified cases security of his receivables against the buyer in a form usual for business relations, especially bank guarantee, etc., whereby such requirement will always be stated in the contract concluded in writing or in order confirmation. In the case of non-acceptance of this requirement by the buyer, the purchase contract will not be concluded.
4. Invoice due date is 7 days from invoice issue date, unless agreed otherwise.
5. Invoices will meet the requirements of tax documents. Only in the case that the invoice will not contain requirements set by legal regulations, the buyer will be entitled to return the invoice to the seller, and this within 3 working days from its delivery to the buyer. In such case, the due date runs from the day of delivery of the new corrected invoice. If the invoice return occurs after expiration of the above-mentioned deadline, there is no change to the original invoice due date.
6. Payment is considered executed upon crediting the relevant amount to the seller's account or payment in cash. The buyer thus bears all costs of payment execution, and is obliged to execute payment with such time advance that the invoice due date is observed.
7. In the case of buyer's delay with payment of any due part of price or his other financial obligation:
   (i) the seller will be entitled to demand from the buyer and the buyer will be obliged to pay to the seller agreed interest on delay in the amount of 0.1% of the debt amount for each commenced day of delay;
   (ii) the seller will be entitled to suspend contract performance, unless the relevant unpaid payment is paid, whereby in such case the buyer will be obliged to compensate the seller for all damage, costs and expenses incurred to the seller; the seller will be entitled to suspend all his performance from all mutual business relationships with the buyer,
   (iii) if the buyer does not pay the agreed price or any part of it even within 30 calendar days after the due date, the seller will be entitled to withdraw from the contract. In such case, the buyer will be obliged to compensate the seller for all damage, costs and expenses incurred to the seller.

V. Delivery Terms, Packaging, Risk Transfer

1. Delivery of products/goods in the Slovak Republic is carried out by seller's vehicles according to delivery plans and routes, or by public transport service (DPD, etc.), unless agreed otherwise.
2. In the case that the seller ensures transport of products/goods, the invoice also serves as delivery note function, unless issued separately. The buyer is obliged to confirm acceptance of products/goods on the invoice or delivery note, otherwise the seller is not obliged to hand over products/goods to the buyer, and transport is considered frustrated for reasons on the buyer's side.
3. In the case of delivery of products/goods by public transport service, the seller's delivery is fulfilled by handover of products/goods to this carrier.
4. Delivery terms in the case of delivery by seller's vehicle within the so-called delivery plan are determined by the seller's delivery plan. Delivery tolerance of +/-7 days applies to delivery deadlines, unless other deviation is agreed by contractual parties. The delivery term is always determined in favor of the seller, i.e. the buyer is obliged to accept also performance before the agreed delivery term.
5. In the case of delivery of products/goods by seller's vehicles, the seller also bears the risk of sending products/goods. In other cases, the buyer bears the risk. Obvious defects and damage arising during transport must be recorded in writing on the delivery or freight note without unnecessary delay to preserve buyer's claims upon acceptance of products/goods, and hidden damage must be reported to the seller in writing at the latest within the deadline for claiming product defects.
6. In the case that the buyer requires delivery of products/goods outside regular delivery by seller's vehicles, or by public transport service (DPD, etc.), the seller charges transport price according to current transport price list.
7. Packaging method of products/goods corresponds to the nature of goods and distance of delivery place. Standard packaging material is PVC foil, bag, corrugated cardboard. The seller reserves the right to change packaging method. The buyer is obliged to subsequently dispose of packaging in accordance with legal regulations, whereby the buyer will be considered as their originator. In the case that packaging will be expressly marked by the seller as returnable, then the buyer is obliged to return this packaging to the seller within 10 days from acceptance of products/goods, otherwise he is obliged to pay the price of this packaging to the seller.
8. The buyer is obliged without unnecessary delay, at the latest within 24 hours, after acceptance of products/goods or service to perform their inspection, whereby at the latest during inspection he is entitled to claim obvious defects of product or service. The deadline for performing inspection stated in the previous sentence is extended to 5 days in the case that transport is ensured by MONT-ALU delivery (i.e. transport ensured directly by the seller) or external transport carried out by one of these carriers: .................................and others. In the case of non-claiming of obvious defects immediately after performing inspection within the deadline stated in this GTC point, the right from defects claimed in contradiction with this GTC provision expires. Other deadlines for claiming are stated in the current complaint regulations. In the case that packaging of order/contract subject (i.e. shipment packaging) is obviously damaged, the buyer is obliged to record transport reservation in transport documents and prepare photo documentation, and this immediately after acceptance of products/goods, regardless of transport type (delivery, external transport, public transport services).
9. In the case that transport of products/goods to the buyer is frustrated by the buyer or carrier chosen by the buyer, then delivery parity automatically changes to EXW seller's seat INCOTERMS 2020, and further the buyer is obliged to pay to the seller wasted costs on transport of products/goods, and other damage incurred to the seller. Products/goods are also considered delivered at the moment when the buyer does not accept this or frustrates its handover.
10. The seller is entitled to realize also delivery of only part of products/goods, then the buyer is obliged to accept this delivery of part of products/goods, and accept the goods. The seller is in such case entitled to demand from the buyer and the buyer is obliged to execute payment also for thus delivered part of products/goods.

VI. Non-acceptance of Products/Goods

1. In the case that the buyer does not accept, respectively does not take delivery of products/goods within the agreed term, he is obliged to pay to the seller contractual penalty in the amount of 0.2% daily from the price of non-accepted goods/products, for each commenced day of buyer's delay, whereby other seller's claims (e.g. from damage compensation, etc.) are not affected.
2. In the case of buyer's delay with goods acceptance longer than 10 days, the seller is entitled to withdraw from the contract, whereby this withdrawal will in no way affect seller's claims from this contract breach until the day of contract withdrawal (e.g. contractual penalty).
3. In the case that the buyer does not accept products/goods, respectively does not take them, this in no way affects the seller's claim for payment of purchase price, because the seller fulfilled his obligations arising from this contract.
4. If the buyer after measurement for any reason refuses order realization, the seller is entitled to deduct measurement costs from advance payment and the seller will return the remaining advance to the buyer without unnecessary delay.

VII. Assembly

1. In the case that the contract includes also assembly of products/goods or their parts, then this GTC article will also apply to this contract.
2. The buyer is obliged to hand over the place where assembly will be performed (hereinafter also "construction site"). The construction site will be at handover to the seller free of rights and obligations of third parties and capable of work realization - i.e. assembly of products/goods.
3. For the case of unauthorized interference with construction site or other prevention of products/goods assembly performance by third parties or buyer, the performance period is appropriately extended and the seller acquires the right to compensation for all damage caused by such actions.
4. The buyer is obliged to ensure that entry to the construction site is prevented to all unauthorized persons, especially children, in the case of breach of this obligation the buyer bears responsibility for damage to health of these persons, for damage to his property, seller's property and third parties' property.
5. Consumed electrical energy, water, sewage and other consumed media are paid by the buyer.
6. The buyer is obliged upon seller's request to provide him with necessary information, or hand over to him materials required by the seller, which are necessary for proper and complete performance of products/goods assembly and ensure cooperation of works during the relevant assembly.
7. In the case that buyer's instructions for assembly performance, or things taken over from the buyer for assembly performance, will be unsuitable, the seller is entitled to interrupt assembly works, and after instructing the buyer about unsuitability of his instructions or things taken over for assembly performance continue either according to buyer's instructions, whereby condition of this procedure is written confirmation of buyer's instructions by the buyer with instruction about possible consequences, or the seller is entitled to proceed according to other suitable procedure or use other suitable things for realization of required assembly.
8. The buyer is not entitled to use undelivered work or undelivered part of work without prior agreement with the seller. Agreement on use of undelivered part of work must be written and signed by persons authorized to sign this contract or its changes. In the case that the buyer uses undelivered work after assembly performance, it is considered that the work was properly completed and delivered by the seller.
9. In the case of products/goods assembly, the seller has the right to payment of price after handover of products/goods after performed assembly to the buyer, unless otherwise follows from these GTC. The buyer is not entitled to not accept products/goods after performed assembly, even in the case that it shows minor defects and shortcomings that by themselves do not prevent products/goods (work) use. Provisions on products/goods delivery and their acceptance stated in other parts of these GTC are applied similarly.

VIII. Defects and Quality Warranty

1. Products/goods are delivered in standard quality, unless agreed otherwise by contractual parties. Products/goods for their proper functioning require professional assembly, in accordance with assembly instructions.
2. For defect resolution and quality warranty, civil code provisions generally apply. If defects are found on products/goods delivered by the seller, the buyer has the right to claim defects from the seller.
3. The seller is responsible for defects that the product/goods or service has at the moment of acceptance by the buyer, equally he is responsible for defects that occur after acceptance within the warranty period. Warranty does not apply to defects caused by improper handling, or if the product/goods was used contrary to usage instructions, or was damaged by the buyer or third parties. The seller also does not bear responsibility for defects of products/goods caused by improper assembly.
4. In trade usual and technically unavoidable deviations concerning color, weight, execution or design cannot be claimed.
5. Obvious defects and defects detectable during products/goods or service inspection must be claimed by the buyer immediately upon acceptance or products/goods inspection after acceptance, otherwise the buyer's right from defects expires. In the case of products/goods acceptance from carrier, defects must be recorded in the delivery note and confirmed by the carrier, otherwise the buyer's right from defects expires. Hidden defects must be claimed without unnecessary delay after their detection, at the latest within 7 days from their detection. Upon expiration of the above-mentioned deadlines, seller's responsibility for defects expires. Defects must be claimed by the buyer in writing, and the claim must state defect description, how the defect manifests, order or delivery determination, within which delivery of claimed products/goods occurred, and other decisive facts. At the moment of sending this written claim, the buyer's right to free defect removal is established. Upon non-stating of all required data, the deadline for claim processing is extended by the time of their completion.
6. If the seller does not expressly provide in writing a longer warranty period, the warranty period is 24 months.
7. The warranty period starts running from delivery of products/goods or service to the buyer (i.e. contractual partner, not end customer).
8. For justified claims, the seller removes defects by repairing or exchanging products/goods, and this at his own costs. In the case that goods are located at a different place than where products/goods delivery was performed, then in the case of justified claim the buyer bears increased costs related to transport to the new place where goods are located. In the case that defect removal will not be possible, or the seller declares that defect removal is not possible, then the buyer has the right to reasonable price reduction.
9. Buyer's claims beyond the above-mentioned, especially claims for damage compensation including lost profit or other buyer's property damage, are excluded.
10. Unless agreed otherwise, the deadline for claim processing is 30 days. The deadline for claim processing can be extended by the seller in justified cases.
11. In the case that the buyer is in delay with price payment, the seller is not obliged to start claim proceedings and the deadline for claim processing starts running only from the payment date for the entire delivery. The contractual parties expressly agreed that the buyer is not entitled to withhold any payment of any part of price due to products/goods defects or other claimed buyer's claims against the seller.
12. The seller reserves the right to assess defects at the assembly place, in the case that this assessment will not be enabled to him, the seller is entitled to reject the claim.
13. If the claim is processed by the seller by exchanging defective (faulty) goods/products for defect-free goods, no new warranty period runs on new products/goods. If the buyer's claim is processed by exchanging goods for defect-free goods, the time that elapses from claim submission to the moment when the buyer is obliged to accept products/goods is not counted into warranty period running. If the buyer's claim is processed by repairing goods or service, the time that runs from claim submission to the moment when the buyer is obliged to accept repaired performance is not counted into warranty period running.
14. In the case that the claim is processed by exchanging defective goods for defect-free goods, the buyer is obliged to return defective goods (products) to the seller for claim justification assessment, and this at the latest within 1 week. Otherwise, these goods will be invoiced to the buyer.
15. The seller has the right to demand defect description in the form of expert opinion processed by court expert or expert company or by delivering sample of defective product/goods. In the case of claim recognition, the seller will pay the buyer costs for expert evidence.
16. In the case of defect detection, the buyer is obliged to pay the purchase price. Possible claims from defects will be resolved subsequently.
17. Complaint proceedings details are set in seller's "Complaint Regulations", which is published on the seller's website. The contractual parties expressly agreed that if these GTC are to be applied to contract provisions, then their provisions have priority over complaint regulations.
18. Any glass cracking (without obvious cause of glass manufacturer) climate break, thermal shock, local mechanical break, etc. is not a reason for claim against glass/insulating glass manufacturer or seller. The owner or object user must ensure glass replacement at his own costs.

IX. Other Provisions

1. The buyer is not entitled without prior written seller's consent for price payment performance to execute set-off of any his possible receivable.
2. Ownership right to products/goods delivered to the buyer based on contract is acquired by the buyer at the moment of payment of the entire price. The contractual parties acknowledge that such ownership right reservation has effects only between them. If the seller will require that this reservation has effects against everyone, then the buyer commits to provide all necessary cooperation. Equally, the buyer is obliged to proceed in the case that products where the buyer is not yet owner will be located in a state where additional requirements for validity of ownership right reservation agreement will be set.
3. In the case of receivables in foreign currency, the seller is entitled to use for delivery payments "fixed rate clause", whereby the decisive rate is the National Bank of Slovakia rate in relation to payment currency on the day of purchase contract formation. The securing currency is EUR, in the case of its non-existence the securing currency is USD, JPY, CHF, and this in the above-mentioned order.
4. The buyer hereby gives the seller consent to sending seller's business messages to the buyer's electronic address. The buyer is fully aware that this consent can be withdrawn at any time in the future.
5. In the case that the buyer is a natural person who during contract conclusion and performance does not act within his business or other entrepreneurial activity or within independent performance of his profession (hereinafter only "consumer"), then provisions of these GTC must be interpreted so that his legal protection provided by mandatory provisions of the legal order that would be decisive in the case of non-existence of art. IX. of these GTC is not reduced. In the case of distance purchase contract conclusion or at a place that usually does not serve for seller's business, with the exception of express seller's invitation to the buyer, the consumer is entitled to withdraw from the contract within 30 days from its conclusion, respectively within 14 days from its conclusion, if performance from the seller's side already occurred.
6. The contractual parties agreed that all total foreseeable damage (direct and indirect damage, or damage incurred by buyer's customer) that can arise to the buyer during contract performance from one or more breach of contractual or legal seller's obligations can reach at most the contractual price, and therefore the contractual parties agreed that seller's responsibility towards the buyer for any damage must not exceed 100% of contractual price without VAT. Damage limitation agreed above will not apply in the case that damage was caused intentionally or by gross negligence of the seller.
7. Regardless of any other contract or these GTC provisions, the buyer's right to contractual penalty payment is the only and exclusive remedy that the buyer is entitled to, and simultaneously the only and exclusive seller's obligation in the case of seller's obligation breach secured by the relevant contractual penalty. Force majeure circumstances exclude contractual penalty applicability.
8. By contract withdrawal, the contract expires. However, by withdrawal or other contract termination method do not expire:
   (i) claims for damage compensation arising from contract breach;
   (ii) claims for contractual penalty payment or delay interest according to contract;
   (iii) seller's monetary receivables against the buyer arising from or in connection with the contract;
   (iv) damage limitation provisions;
   (v) law choice and dispute resolution provisions;
   (vi) provisions that resolve relationships between contractual parties after contract withdrawal, i.e. this GTC point;
   (vii) provisions concerning such rights and obligations from whose nature follows that they bind contractual parties also after contract termination.
9. The contractual parties agreed that the buyer is not entitled without prior written seller's consent to withhold (i.e. execute retention right) any part of products/goods or any other things that he acquired in connection with contract performance.
10. A contractual party is not responsible for non-performance of any obligation if it proves that this non-performance was caused by an obstacle that was independent of its will, and regarding which it was not possible to reasonably expect that the party would count with it at the time of contract conclusion, or that it would prevent or overcome this obstacle or its consequences (hereinafter only "force majeure circumstances"). If contract obligation non-performance is caused by a third person whom the party entrusted with entire contractual obligation performance or its part, or whose activity is essential for contractual party's obligation performance (e.g. material supplier, bank realizing financial transaction, etc.) its responsibility is excluded only in the case that force majeure circumstance affects this third person. Responsibility exclusion according to this article is effective for the period during which the obstacle lasts. The party that does not perform obligation must notify the other party about the obstacle and its consequences on its performance capability. If the other party does not receive the notification within reasonable deadline after the party that does not perform obligation learned or should have learned about such obstacle, this party is responsible for damage thereby arising.
11. If the seller and buyer agree on change of products/goods delivery term upon buyer's request, then the buyer is obliged to pay to the seller costs for goods placement at the seller, and this starting from the 14th day from original goods delivery term in the amount of 15 € for each commenced m2 of products/goods and day of this goods placement duration at the seller. For doubt exclusion, this adjustment does not exclude adjustment on contractual penalty for the case of non-acceptance of products/goods. (article VI. point 1. of these GTC), when this GTC point provision is applied for parties' agreement regarding delivery term postponement, and this for reason on the buyer's side.

X. Dispute Resolution

1. Contractual relationships based on contract are governed by Slovak legal order. Facts not regulated by contract or these GTC are governed especially by civil code.
2. For all disputes arising from contract or in connection with contract concluded between seller and buyer, or for any other disputes between buyer and seller, if both are seated in the territory of the Slovak Republic, is agreed as locally competent District Court Senica/Regional Court in Trnava, if legal regulations allow this local jurisdiction choice.
3. In the case that buyer and seller are each seated in a different state, for the case of contract dispute resolution is regulated by agreement the court jurisdiction for resolution of any disputes from the relevant contractual relationship - upon contract conclusion.

XI. Final Provisions

1. If contract or these GTC for specific contractual provision, condition or term do not expressly determine otherwise, any contract and their condition adjustments can be executed only in the form of written numbered and properly dated addendum, which must be properly signed by persons authorized to act for contractual parties.
2. This GTC article provision does not affect the fact that the seller is entitled ad-hoc to change contract conditions (e.g. delivery place, minor parametric product changes, etc.), and this based on prior buyer's request, and this even without concluding addendum to the contract. This buyer's request can be recorded also e.g. in the form of e-mail, fax, etc.
3. Individual contract and these GTC provisions are mutually independent. If any contract or these GTC provision proves to be inadmissible, invalid or unenforceable according to applicable law, such provision will not affect validity or enforceability of other contract or these GTC provisions. The contractual parties hereby commit that all inadmissible, invalid and unenforceable contract and these GTC provisions will be replaced by admissible, valid and enforceable provisions and conditions, whose meaning and purpose will be as close as possible to original inadmissible and invalid provisions.
4. Individual versions of these GTC are published by the seller on his website with publication date indication.
5. The seller is entitled at any time to execute GTC changes, and this on his website. Newly concluded contracts will always be governed by current GTC wording. To already concluded contracts, new GTC wording will be applied if both contractual parties express consent in writing.
6. This GTC version is effective from September 1, 2024.