Article I.

Introductory Provisions

1.1. These General Terms and Conditions for the delivery of goods and provision of services (hereinafter referred to as the “GTC”) regulate the general rules under which the company Leardo-Slovakia s. r. o., with its registered office at Hurbanovo námestie 6907/3, 811 06 Bratislava, Staré Mesto, Company ID No.: 53 10 56 56, Tax ID: 2121280106, VAT ID: SK2121280106, registered in the Commercial Register of the Municipal Court Bratislava III, Section Sro, File No. 146144/B (hereinafter referred to as the “Supplier”), delivers goods and/or provides services to its customers on the basis of a concluded contract, order or confirmed price quotation to which these GTC apply.

1.2. For the purposes of these GTC, the term “Supplier” shall mean the commercial company Leardo-Slovakia s. r. o., or another entity personally or financially affiliated with the Supplier, if expressly stated in the contract or price quotation.

1.3. The term “Customer” shall mean a natural or legal person who has concluded a contract or order with the Supplier, the subject of which is the delivery of goods or provision of services, and which contains a reference to these GTC as the document governing their contractual relationship.

1.4. If the Customer is a natural person who, when concluding and performing the contract, does not act within the scope of his/her business activity, employment or profession, such person shall be considered a consumer (hereinafter referred to as the “Consumer”). Legal relations between the Supplier and the Consumer not expressly regulated by these GTC shall be governed by the relevant provisions of the Civil Code and special legal regulations on consumer protection.

1.5. A Customer – entrepreneur shall mean a person registered in the Commercial Register, a person conducting business on the basis of a trade license or other authorization pursuant to special regulations, as well as a person carrying out other business activities. If the Customer states their Company ID (IČO) in the order or contract, it shall be deemed that they act as an entrepreneur and the provisions of these GTC applicable to entrepreneurs shall apply to them.

1.6. Legal relations between the Supplier and the Customer – entrepreneur not regulated by these GTC or the contract shall be governed by the Commercial Code. In the event of a conflict between the wording of the GTC and the individual contract, the wording of the contract shall prevail.

1.7. A contract shall mean a purchase contract, a contract for work, or another document confirmed in writing or electronically concluded between the Supplier and the Customer, the subject of which is the Supplier’s obligation to deliver goods or provide services and the Customer’s obligation to pay the agreed price.

1.8. Proper and unconditional acceptance of the Supplier’s price quotation by the Customer shall also be considered the conclusion of a contract, whereby the content of the contract is determined by the content of the accepted price quotation and these GTC.

1.9. The contracting parties are the Supplier and the Customer; a contracting party shall mean either of them.

1.10. The term “Third Party” shall mean any entity other than the contracting parties.

1.11. If the term “goods or services” or “goods and services” is used in these GTC or in the contract, depending on the content of the contract it shall mean one-time or repeated delivery of goods, provision of services, or a combination of both, including services related to delivery and installation.

1.12. For the purposes of these GTC, all performances provided by the Supplier to the Customer shall collectively be referred to as “Goods”, regardless of their legal nature.

1.13. Specific delivery conditions, in particular the specification of the Goods, place and time of delivery and price, shall always be agreed in the contract or price quotation; these GTC regulate general conditions common to all Customers.

Article II.

Security and Protection of Information

2.1. When concluding a contract, the Customer is obliged to provide the Supplier with truthful and complete identification and contact details, in particular name and surname or business name, permanent residence or registered office address, e-mail address and telephone number; in the case of an entrepreneur also Company ID, Tax ID and VAT ID.

2.2. The provided data are necessary for the identification of the Customer, conclusion of the contract, communication between the contracting parties and proper delivery of the Goods.

2.3. The conditions of personal data processing are regulated in a separate document “Personal Data Protection Policy”, published on the Supplier’s website.

2.4. In the context of complaint proceedings, the Supplier may request additional data from the Customer to the extent necessary for handling the complaint. Such data shall be processed exclusively for the purpose of complaint proceedings and in accordance with applicable legal regulations.

Article III.

Conclusion of the Contract

3.1. The contractual relationship between the Supplier and the Customer is generally established on the basis of e-mail, telephone or personal communication preceded by the Customer’s inquiry or an offer from the Supplier.

3.2. Based on the expressed interest, the Supplier shall prepare a price quotation containing in particular identification of the contracting parties, specification of the Goods, their quantity and characteristics, price including taxes and any delivery and payment terms.

3.3. The price quotation shall be delivered to the Customer electronically or in writing.

3.4. The contract is concluded at the moment when the Customer confirms the Supplier’s price quotation without reservations.

3.5. Confirmation of the price quotation with additions, changes or reservations shall be considered a new proposal and does not result in the conclusion of a contract.

3.6. If there is an obvious error in the price, technical data or other essential elements of the offer, the Supplier is entitled to correct the offer and send a new one to the Customer; the contract arises only upon its re-acceptance.

3.7. By accepting the price quotation, the Customer confirms that they have familiarized themselves with these GTC, understood them and agree to them.

3.8. A concluded contract may only be amended or cancelled by agreement of the contracting parties or in cases provided by law or these GTC.

3.9. Project changes and digital coordination
Changes, additions or clarifications of the agreed scope of performance (hereinafter referred to as “project changes”) may be agreed not only in writing in the form of an amendment to the contract, but also through documented instructions, approvals or confirmations carried out within project or coordination software, in particular through project management tools (e.g., PlanRadar).
Project changes recorded and demonstrable in this manner shall be considered bindingly approved unless the Customer raises a written objection without undue delay.
Such project changes shall be considered additional performance and give the Supplier the right to an appropriate price adjustment as well as a reasonable extension of agreed delivery or performance deadlines. The conclusion of a separate written amendment is not a necessary condition for these purposes.
The Customer acknowledges and agrees that digital approvals, instructions or confirmations made through the aforementioned systems shall be deemed equivalent to written form, provided that their content is permanently recorded and retrospectively verifiable.

Article IV.

Rights and Obligations of the Customer

4.1. The Customer has the right to proper, timely and defect-free delivery of the Goods by the Supplier in accordance with the conditions agreed in the contract, its annexes, the price quotation and in accordance with these GTC. For the purposes of this Article, Goods shall mean goods, services or a combination of goods and services pursuant to Article I of these GTC.

4.2. The Customer undertakes in particular to:

4.2.1. at the Supplier’s request, duly and timely take over the ordered and/or paid Goods at the agreed place and time;

4.2.2. pay the Supplier the agreed price of the Goods duly and on time, in the manner and within the time limits specified in the contract, price quotation or these GTC, including all costs related to delivery of the Goods, installation or other agreed services;

4.2.3. confirm receipt of the Goods by signing a delivery note, handover protocol or other similar document, either personally or through an authorized representative.

4.3. In the event of a breach of any of the obligations specified in points 4.2.1, 4.2.2 or 4.2.3 of this Article by the Customer, the Supplier shall be entitled to demand from the Customer a contractual penalty in the amount of 10% of the agreed price of the Goods for each day, including any commenced day, of delay, until the breached obligation is fulfilled.

4.4. The application of the contractual penalty shall not affect the Supplier’s right to claim compensation for damages in full, including damages exceeding the amount of the contractual penalty claimed.

4.5. The Customer acknowledges that failure to provide necessary cooperation, in particular failure to allow access to the place of delivery or installation, may result in an extension of the delivery period or additional costs on the part of the Supplier, which the Customer is obliged to reimburse.

4.6. The Customer is obliged to immediately inform the Supplier of all facts that may affect the proper and timely fulfillment of the Supplier’s obligations arising from the contract.

4.7. The Customer is responsible for the accuracy and completeness of all data provided to the Supplier in connection with the contractual relationship and is liable for damage caused by providing incorrect or incomplete data.

Article V.

Rights and Obligations of the Supplier

5.1. The Supplier has the right to proper and timely payment of the price for the Goods by the Customer, to the extent and in the manner agreed in the contract, price quotation or these GTC, unless otherwise agreed between the contracting parties.

5.2. The Supplier undertakes in particular to:

5.2.1. deliver the Goods to the Customer in the scope, quality and under the conditions agreed in the contract, its annexes or the confirmed price quotation;

5.2.2. proceed with professional care when delivering the Goods, in accordance with applicable legal regulations and technical standards, and ensure that the Goods are delivered properly and within the agreed time limits;

5.2.3. hand over to the Customer together with the Goods or immediately after their delivery all documents necessary for their acceptance, use or operation, in particular a delivery note, handover protocol, warranty certificate, user manual or other documents, if relevant for the specific type of Goods.

5.3. The Supplier is entitled to cancel the price quotation prior to conclusion of the contract or withdraw from an already concluded contract if, for objective reasons, it is unable to deliver the Goods under the agreed conditions, in particular due to sell-out, unavailability of the Goods or their components, changes in legal regulations preventing delivery, or if the Goods cease to meet agreed or statutory requirements.

5.4. If the price quotation is cancelled or the contract is withdrawn from pursuant to point 5.3, the Supplier shall immediately inform the Customer by telephone or electronically. If the Customer has already paid the price of the Goods or part thereof, the Supplier shall refund the received funds within 5 working days from cancellation or withdrawal, unless otherwise agreed.

5.5. The Supplier is entitled to propose substitute performance to the Customer if the originally agreed Goods cannot be delivered. The conclusion of an amendment or a new contract is subject to the Customer’s consent.

5.6. The Supplier shall not be liable for delay or impossibility of performance caused by circumstances excluding liability, in particular force majeure, decisions of public authorities, supply chain disruptions or other circumstances beyond its control.

Article VI.

Agreed Price and Payment Terms

6.1. The Customer is obliged to pay the Supplier the price for the Goods in the amount and structure agreed in the contract or confirmed price quotation. Costs of transport, installation, packaging or other services related to delivery may be added to the agreed price if explicitly stated in the contract or price quotation.

6.2. The Customer acknowledges that the price of the Goods is binding as of the date of conclusion of the contract. A Customer who is a Consumer has the opportunity, prior to confirming the price quotation, to become acquainted with the total price including VAT and all other fees and costs related to delivery.

6.3. The preferred method of payment is advance payment to the Supplier’s bank account based on a pro forma invoice issued by the Supplier. After confirmation of the price quotation, the Supplier shall issue a pro forma invoice in the amount of 70% of the agreed price and send it electronically.

6.4. Prior to delivery of the Goods, the Supplier shall issue another pro forma invoice for the remaining 30% of the agreed price. After full payment and proper acceptance of the Goods, the Supplier shall issue a final tax document – invoice.

6.5. The Customer is obliged to pay the pro forma invoice within 5 days from its delivery, unless another due date is specified.

6.6. Agreed delivery periods begin to run only on the day the first advance payment is credited to the Supplier’s account. In case of delay in payment, delivery periods are extended accordingly.

6.7. If the Customer is in delay with payment for more than 7 days, the Supplier is entitled to withdraw from the contract.

6.8. The Customer undertakes to identify the payment with the correct variable symbol indicated on the invoice.

6.9. The risk of damage to the Goods passes to the Customer upon their acceptance, unless otherwise agreed.

Article VII.

Delivery of the Goods

7.1. The Supplier undertakes to deliver the Goods complete and within the agreed period. The period is extended by the time of the Customer’s delay or obstacles on their side.

7.2. If, for reasons on the Customer’s side, delivery is impossible and this state lasts more than 14 days after expiry of the agreed delivery period, the Supplier is entitled to a contractual penalty:
● for an entrepreneur: 15% p.a. of the price of the Goods for each day of delay;
● for a Consumer: 5% p.a. of the price of the Goods for each day of delay.

7.3. The contractual penalty does not affect the right to full compensation for damages exceeding it.

7.4. The Supplier shall deliver the Goods to the agreed place. The Customer must ensure it is properly prepared.

7.5. The Customer must attend the delivery at the agreed time and accept the Goods, even upon repeated request.

7.6. Proper delivery is deemed physical acceptance and written confirmation in a handover protocol (“Handover Protocol”).

7.7. The Handover Protocol contains identification of the Goods, date and place, and statement of condition. By signing it, the Customer confirms delivery without obvious defects unless stated otherwise.

Article VIII.

Withdrawal from the Contract by a Customer Who Is a Consumer

8.1. In accordance with Section 7 of Act No. 102/2014 Coll., a Customer who is a Consumer has the right to withdraw from a contract concluded at a distance or outside the Supplier’s business premises without stating a reason within 14 calendar days from the date of receipt of the Goods or from the date of conclusion of a contract for the provision of services.

8.2. The Consumer also has the right to withdraw from the contract if they personally collected the ordered Goods at the Supplier’s pick-up point, provided that the contract was concluded at a distance. This right does not apply to contracts concluded directly at the Supplier’s business premises.

8.3. The Consumer must exercise the right of withdrawal by a clear declaration addressed to the Supplier, in writing by post or electronically by e-mail, no later than on the last day of the withdrawal period.

8.4. After withdrawal, the Consumer is obliged to return the Goods to the Supplier without undue delay, no later than 14 days from the date of withdrawal, together with all documentation delivered with the Goods, in particular the invoice, manuals and warranty certificates. The costs of returning the Goods shall be borne by the Consumer.

8.5. The Supplier is obliged to refund to the Consumer all payments received in connection with the contract, including delivery costs, no later than 14 days from the date of receipt of the notice of withdrawal. The refund shall be made using the same method of payment as used by the Consumer, unless otherwise agreed.

8.6. The Supplier is not obliged to refund payments before the returned Goods are delivered to the Supplier or until the Consumer proves that the Goods have been sent back, whichever occurs earlier.

8.7. The Consumer is liable for any reduction in the value of the Goods resulting from handling other than what is necessary to establish the nature, characteristics and functionality of the Goods.

8.8. The Consumer may not withdraw from the contract in cases specified in Section 7(6) of Act No. 102/2014 Coll., in particular in the case of:

8.8.1. provision of a service if the service has begun with the Consumer’s explicit consent and the Consumer has been informed of the loss of the right of withdrawal after full performance;

8.8.2. sale of Goods or provision of services whose price depends on financial market fluctuations beyond the Supplier’s control;

8.8.3. sale of Goods made according to the Consumer’s specific requirements, custom-made Goods or Goods intended exclusively for one Consumer;

8.8.4. sale of Goods subject to rapid deterioration or spoilage;

8.8.5. sale of Goods sealed for health or hygiene reasons if unsealed after delivery;

8.8.6. sale of Goods which, due to their nature, may be inseparably mixed with other goods after delivery;

8.8.7. sale of alcoholic beverages agreed at the time of contract conclusion, deliverable after 30 days, whose price depends on market fluctuations;

8.8.8. urgent repairs or maintenance expressly requested by the Consumer;

8.8.9. sale of audio, visual or audiovisual recordings, books or computer software in protective packaging if unsealed;

8.8.10. sale of periodical press, except subscription sales;

8.8.11. provision of accommodation, transport of goods, vehicle rental, catering or leisure services if to be provided on a specific date;

8.8.12. provision of digital content other than on a tangible medium if performance began with explicit consent and the Consumer was informed of the loss of the right of withdrawal.

8.9. Detailed instructions on exercising the Consumer’s right of withdrawal and a model withdrawal form constitute Annex No. 1 to these GTC and form an integral part thereof.

Article IX.

Liability for Defects of the Goods and Warranty

9.1. The Supplier is liable for ensuring that the delivered Goods have, at the time of acceptance by the Customer, the properties agreed in the contract or price quotation or arising from their nature, and that they are delivered in the agreed quantity, quality and design in accordance with applicable legal regulations.

9.2. The rights and obligations of the contracting parties in exercising liability for defects shall be governed by the relevant generally binding legal regulations of the Slovak Republic, in particular the Civil Code or the Commercial Code, depending on the legal status of the Customer, as well as the Supplier’s Complaints Policy.

9.3. The Supplier’s Complaints Policy is published on the Supplier’s website and forms an integral part of these GTC. The Customer is obliged to familiarize themselves with it no later than at the time of concluding the contract.

9.4. The warranty period for the Goods shall be governed by the Complaints Policy and applicable legal regulations. A tax document (invoice) or other proof of purchase serves as proof for exercising rights arising from liability for defects.

9.5. The Customer is obliged to file a complaint without undue delay after discovering a defect, in the manner specified in the Supplier’s Complaints Policy.

9.6. The Supplier shall not be liable for defects caused by improper use, unprofessional handling, mechanical damage, neglect of maintenance, third-party intervention or other circumstances arising after acceptance and not attributable to the Supplier.

Article X.

Alternative Dispute Resolution

10.1. A Customer who is a Consumer has the right to contact the Supplier with a request for remedy if dissatisfied with how a complaint was handled or if they believe the Supplier violated their rights. The request may be submitted in writing or electronically using the Supplier’s contact details.

10.2. If the Supplier responds negatively or fails to respond within 30 days, the Consumer has the right to submit a proposal for alternative dispute resolution (“ADR”).

10.3. ADR entities are authorities and authorized legal entities listed by the Ministry of Economy of the Slovak Republic pursuant to Act No. 391/2015 Coll. The list is publicly available on the Ministry’s website.

10.4. The proposal may be submitted in writing, electronically or via a form published by the ADR entity.

10.5. The Consumer may also submit a complaint via the Online Dispute Resolution (ODR) platform available on the European Commission’s website.

10.6. ADR applies exclusively to disputes between the Supplier and a Consumer arising from or related to a consumer contract concluded at a distance.

10.7. ADR does not apply to disputes with a value not exceeding EUR 20.

10.8. The ADR entity may require the Consumer to pay a fee up to EUR 5 including VAT.

Article XI.

Final Provisions

11.1. The Customer acknowledges and agrees that the rights and obligations arising from the contract are governed by these GTC, the Supplier’s Complaints Policy and applicable legal regulations of the Slovak Republic.

11.2. If any provision becomes invalid, ineffective or unenforceable, this shall not affect the validity of the remaining provisions unless inseparable. The invalid provision shall be replaced by one closest in meaning and purpose.

11.3. The Supplier may assign or transfer rights and obligations arising from the contract or these GTC to a third party without prior consent of the Customer. The Customer may not assign their rights without prior written consent of the Supplier.

11.4. The Supplier may unilaterally amend these GTC at any time. Amendments become effective upon publication on the Supplier’s website and do not affect rights arising before their effectiveness.

11.5. These GTC become valid and effective on the date of their publication.

11.6. By confirming the price quotation or concluding the contract, the Customer declares that they have read, understood and fully agree with these GTC and the Complaints Policy.

Annex No. 1

Information on Exercising the Consumer’s Right of Withdrawal
Right of Withdrawal

The Consumer has the right to withdraw from the contract within 14 days without giving any reason.
The withdrawal period expires 14 days after the day the Consumer or a third party other than the carrier takes possession of the Goods, or from the day of conclusion of a service contract.
Exercising the Right
To exercise the right, the Consumer must inform the Supplier by a clear written statement by post or e-mail. A model form may be used.
If withdrawal is submitted electronically, the Supplier will confirm receipt on a durable medium (e.g., e-mail).
The deadline is met if notice is sent before expiry.

Consequences of Withdrawal
The Supplier shall refund all payments including delivery costs (except additional costs for a more expensive delivery method chosen by the Consumer) within 14 days of receipt of withdrawal notice.
Refund will be made using the same method of payment unless otherwise agreed, without additional fees.
The Supplier may withhold refund until Goods are returned or proof of return is provided.

Return of Goods
The Consumer must send or deliver the Goods back without undue delay, no later than 14 days from withdrawal.
Direct return costs are borne by the Consumer. If Goods cannot be returned by post due to their nature, the Consumer bears direct return costs, which cannot be reasonably estimated in advance.
The Consumer is liable only for diminished value resulting from handling beyond what is necessary.

Model Withdrawal Form
(complete and return this form only if you wish to withdraw)
To: Leardo-Slovakia s. r. o., [registered office address], e-mail: [contact e-mail]

I/We hereby give notice that I/We withdraw from the contract for the following Goods / provision of the following service*:

…………………………………………….

Date of order / Date of receipt*:

…………………………………………….

Name and surname of Consumer(s)*:

…………………………………………….

Address of Consumer(s)*:

…………………………………………….

Signature of Consumer(s)* (only if submitted in paper form):

…………………………………………….

Date:

…………………………………………….
(Delete as appropriate)