General Terms and Conditions

Article I.

Introductory Provisions

For the purposes of these General Terms of Purchase, any natural or legal person that, on the basis of an Agreement (including one concluded orally), supplies VRM with goods/services/work within the scope of its business activity shall be deemed a SUPPLIER.
The legal relationship between the SUPPLIER and the company Virtual Reality Media, a.s., with its registered seat at Rybárska 1, 911 01 Trenčín, Slovak Republic, Company ID No.: 36 318 388, registered in the Commercial Register of the District Court Trenčín, Section: Sa, File No.: 10250/R (hereinafter referred to as “VRM”), shall be governed by these General Terms of Purchase (hereinafter referred to as the “General Terms of Purchase”) and by the agreement for the supply of goods/services/work concluded in the form of a purchase order issued by VRM and its acceptation by the SUPPLIER, or in the form of a formal written agreement, or orally (such accepted order or agreement concluded in written or oral form hereinafter referred to as the “Agreement”).
These General Terms of Purchase form an integral part of the Agreement and supplement and specify its individual provisions. Matters not regulated by the Agreement shall be governed by the relevant provisions of the General Terms of Purchase. In the event of a conflict between the provisions of the Agreement and the General Terms of Purchase, the provisions of the Agreement shall prevail. A situation shall not be considered a conflict where the General Terms of Purchase further detail or supplement the provisions of the Agreement, or stipulate a broader scope of rights and obligations. For the avoidance of doubt, if the Agreement and the General Terms of Purchase govern the same matter or area and the provisions of the General Terms of Purchase are not in obvious contradiction with the Agreement, the provisions of the General Terms of Purchase shall be deemed to supplement and further specify the provisions set out in the Agreement.
For the purposes of these General Terms of Purchase, “work” shall mean, in particular, the delivery of goods or the production of a specific item (e.g. development of software, preparation of design documentation, etc.), installation, maintenance, performance of a repair or modification, or any other materially captured result of an activity.
For the purposes of these General Terms of Purchase, an affiliate (hereinafter referred to as the “affiliate”) shall mean a person that is a controlled or controlling person in relation to the relevant person pursuant to Section 66a of the Commercial Code, as well as a person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the relevant person. For the purposes of this provision, “control” of a relevant person shall mean the ability of the controlling person to ensure (i) through the ownership of shares or holding of voting rights or (ii) through rights granted by corporate documents or other documents or agreements, that the affairs of the relevant person are conducted according to the wishes of the controlling person.
The relationship between VRM and the SUPPLIER shall be governed exclusively by these General Terms of Purchase; any terms and conditions of the SUPPLIER shall not apply unless expressly accepted in writing by VRM. These General Terms of Purchase shall also apply to the relationship between VRM and the SUPPLIER even if VRM, being aware of the SUPPLIER’s terms and conditions, accepts and pays for deliveries provided by the SUPPLIER.
The General Terms of Purchase shall also apply to all future orders placed by VRM, even if VRM does not make reference to the General Terms of Purchase in each subsequent order. These General Terms of Purchase shall remain in force until VRM issues new General Terms of Purchase.
VRM reserves the right, at any time and at its sole discretion, to amend, update or modify any part of, or the entirety of, these General Terms of Purchase without notice, and to publish them on its website.
Any amendments to these General Terms of Purchase made by unilateral overwriting, deletion, redaction, erasure, removal, or otherwise, which have not been confirmed in writing by VRM, shall be null and void.
The General Terms of Purchase valid at the time of conclusion of the Agreement shall apply to the legal relationship between VRM and the SUPPLIER.
The SUPPLIER shall be obliged to perform any obligation under the Agreement professionally, duly and on time, in accordance with the Agreement, the agreed or required documentation, the applicable legal regulations valid in the Slovak Republic, as well as the instructions and internal regulations of VRM of which the SUPPLIER has been informed in advance.

Article II.

Conclusion of the Agreement (orders and acceptance), amendments and supplements

Agreements, including orders and acceptances of orders, as well as other transactions between VRM and the SUPPLIER, together with any amendments and supplements thereto, must be made in writing; otherwise, they shall be null and void, unless otherwise provided in these General Terms of Purchase. Orders and acceptances of orders may also be issued by electronic data transmission. Acceptance of an order shall also be deemed to occur by performance under the order without its formal (written) confirmation, thereby resulting in the implied conclusion of an Agreement.
Unwritten (oral) arrangements entered into before, at the time of, or after the signing of the Agreement, in particular subsequent supplements or amendments to the General Terms of Purchase (including this Article of the General Terms of Purchase, which stipulates the written form), as well as collateral or additional agreements, shall be subject to written confirmation by VRM; otherwise, they shall be null and void.
Price quotations of the SUPPLIER shall be binding upon the SUPPLIER. Such quotations shall be provided free of charge, and their provision may not be made conditional upon the ordering of goods/services/work by VRM. Price quotations shall not be binding upon VRM, shall be provided exclusively for the informational purposes of VRM, and shall not create any obligations on the part of VRM.
If the SUPPLIER does not accept an order of VRM within fourteen (14) calendar days of its delivery, VRM shall have the right to cancel (revoke) the order.
VRM may request the SUPPLIER to make changes related to the design and production process of goods/work, to a reasonable extent acceptable to the SUPPLIER. The impact of such changes, in particular with respect to an increase or decrease in the SUPPLIER’s costs as well as delivery dates, shall be resolved in an appropriate and mutually acceptable manner. Any changes made by the SUPPLIER shall be subject to the prior written consent of VRM.

Article III.

Price and Payment Terms

The price of the goods/services/work shall be stipulated in the Agreement. The applicable VAT rate valid and effective at the time of the taxable supply shall be added to the price.
If the prices of the goods/services/work are not stipulated at the time of delivery of an order by VRM to the SUPPLIER, the SUPPLIER shall be obliged to propose the prices of the ordered goods/services/work without delay after receipt of the order, and the Agreement shall become validly concluded and effective only when VRM has accepted such proposed price of the goods/services/work in writing. All additional charges (customs, packaging, transport, insurance) (hereinafter referred to as the “additional charges”) must be stated separately in the SUPPLIER’s offer and shall be borne by the SUPPLIER, unless otherwise agreed in writing. Any increase in the prices of the goods/services/work by the SUPPLIER, including an increase in the additional charges, shall be subject to the prior written consent of VRM; otherwise, such increases shall be null and void.
The price of the goods/services/work shall in no case be affected by inflation, changes in the exchange rate of the EURO against other currencies, changes in the amount of taxes and charges or the introduction of new taxes and charges, changes in the amount of the minimum wage, levies or similar circumstances, or changes in the amount of the additional charges, unless otherwise agreed in writing.
The SUPPLIER shall be entitled to invoice VRM for the relevant price under the Agreement only after proper delivery of the goods/services/work and their acceptance by VRM.
The invoice, as a tax document, must contain the particulars stipulated by Act No. 222/2004 Coll. on Value Added Tax, as amended (hereinafter referred to as the “VAT Act”), the particulars stipulated by Act No. 431/2002 Coll. on Accounting, as amended, the particulars stipulated by the Agreement, and the further particulars stipulated by the General Terms of Purchase. Should the SUPPLIER’s invoice not contain the statutory particulars, or not contain the particulars stipulated by the Agreement or by these General Terms of Purchase, VRM shall not be obliged to settle such invoice. The SUPPLIER shall be obliged to correct or reissue the incorrect invoice. The due date shall start to run again as of the day of delivery of a properly issued invoice to VRM containing all the required particulars.
The invoice must contain the number of the relevant Agreement.
The SUPPLIER shall deliver the invoice in written form to VRM at its registered seat or at another agreed address. VRM and the SUPPLIER may agree on sending the invoice electronically in accordance with the applicable legal regulations.
The due date of the invoice shall be thirty (30) calendar days from the date of delivery of the invoice to VRM, unless otherwise agreed in writing.
The SUPPLIER having its registered seat in the territory of the Slovak Republic undertakes to fulfil the notification obligation in respect of the bank account to which payment of the price or any other payment under this Agreement is requested, to the financial administration pursuant to Section 6 of the VAT Act. If the bank account of the SUPPLIER having its registered seat in the Slovak Republic to which payment of the price is requested is not published in the list of the financial administration on the day of the payment order, VRM reserves the right to withhold payment of the price until the bank account of the SUPPLIER to which payment of the price is requested is published in the list of the financial administration. VRM reserves the right, if the obligations of the SUPPLIER having its registered seat in the Slovak Republic under this point of the General Terms of Purchase are not fulfilled, to use the special method of payment of tax under Section 69c of the VAT Act and to pay the SUPPLIER the amount of the price excluding VAT. VRM shall pay the relevant amount of VAT in accordance with Section 69c of the VAT Act.

Article IV.

Delivery Dates, Transfer of Risk, Transport

The delivery dates of the goods/services/work and the delivery terms, as stipulated in the Agreement, shall be binding.
Unless different delivery terms have been agreed in writing, delivery of goods/work shall be made in accordance with the DDP clause (Delivered Duty Paid) of the Incoterms 2020 to the registered seat of VRM or to a place designated by VRM. In the case of delivery of goods/work under the DDP clause, or where VRM has agreed in writing to bear the transport costs, VRM shall be entitled to change the delivery condition from DDP to FCA Incoterms 2020 (Free Carrier). If VRM changes the condition to FCA, the transport costs shall be deducted from the price. Where VRM bears the transport costs, the SUPPLIER shall be obliged to select the most suitable, economical, and commonly used means of transport and packaging, unless VRM specifies the means of transport and packaging.
If the DDP condition has been agreed, timely delivery shall mean delivery of the goods/work and the transport documents to the registered seat of VRM or to the designated place on the agreed delivery date. The same shall apply where the FCA condition has been agreed; in such a case, however, the SUPPLIER must dispatch the goods/work taking into account the time usually required for dispatch and transport.
In the event that the SUPPLIER delivers more or fewer goods/products or work than ordered and/or in the event of early delivery, VRM reserves the right to reject such delivery at the SUPPLIER’s expense or to require an appropriate adjustment of the invoice.
The SUPPLIER shall be obliged to inform VRM without delay of any foreseeable delays in the delivery of goods/products or work or the performance of any other obligations of the SUPPLIER. At the same time, the SUPPLIER shall be obliged to inform VRM of the reasons for and the duration of the delay. Physical acceptance of a delayed delivery of goods/products or work shall not be deemed a waiver of VRM’s rights in relation to the delayed delivery.

Article V.

Changes to Goods/Work and Other Changes

The SUPPLIER shall not be permitted to change the goods/work (including any changes to its specifications, its design and/or materials) or the production processes used without the prior written consent of VRM.

Article VI.

Delayed Delivery

For delayed deliveries of the SUPPLIER, the relevant provisions of the governing law shall apply.
In the event of a delayed delivery, VRM shall be entitled to withdraw from the relevant Agreement, unless otherwise agreed in writing.

Article VII.

Specific Provisions of Agreements for the Delivery/Performance/Completion of Work

The SUPPLIER shall be obliged to deliver the work in its own name, at its own cost, at its own responsibility, and at its own risk.
The SUPPLIER shall be obliged to observe the commencement and completion dates of the work as set out in the Agreement and in the relevant schedule.
The SUPPLIER undertakes to deliver the work duly, in the scope and quality required by the Agreement and the relevant documentation, eventually with agreed amendments, in compliance with the relevant permits, statements, all applicable safety and fire protection measures relating to the delivery of the work, the relevant installation instructions and manuals, certificates, generally binding legal regulations valid in the Slovak Republic, applicable technical standards, in particular EN/STN standards, as well as the instructions and internal regulations of VRM of which the SUPPLIER has been informed in advance. Together with the work, the SUPPLIER also undertakes to deliver all documentation required under the relevant generally binding legal regulations valid in the Slovak Republic, which relate to the work that is the subject of the Agreement.
Unless otherwise agreed in writing, the work shall also include all necessary ancillary, auxiliary, and additional activities that, although not expressly specified in the documentation of the Agreement, are essential for the complete, substantive, and professional performance of the work or its functionality, including in relation to other supplies, works, and services, as well as all inspections, tests, and measurements that must be carried out prior to the commencement of the comprehensive testing of the work, including the comprehensive testing itself.
The work shall be deemed duly completed if delivered free of any defects or deficiencies.
The SUPPLIER shall be obliged to deliver the work at the time agreed in the Agreement respectively in the relevant schedule. If the nature of the work so permits, the SUPPLIER may deliver the work prior to the agreed time. In such a case, VRM reserves the right, but not the obligation, to accept duly delivered work from the SUPPLIER prior to the agreed delivery date under the Agreement.
The handover and acceptance of the work shall be recorded in a protocol or certificate in two (2) counterparts, of which VRM and the SUPPLIER shall each receive one (1). The work under the Agreement shall be deemed delivered upon signature of the relevant protocol/certificate. The protocol/certificate must be signed by the statutory representatives of the parties to the Agreement or by an authorised person entitled to sign such protocol/certificate on behalf of a party to the Agreement; otherwise, such protocol/certificate shall be invalid and the work shall not be deemed accepted. The protocol/certificate under this Article of the General Terms of Purchase must contain at least:
the name/identification of the work,
the date of commencement and completion of the acceptance procedure for the work,
the persons between whom the handover and acceptance of the work take place and their handwritten signatures,
identification of the Agreement,
assessment of the quality of the delivered/performed/completed work,
list of the documents handed over,
a declaration of the parties to the Agreement that the SUPPLIER delivers the work and VRM accepts the work,
a list of defects and deficiencies not affecting the functional capability of the work and a binding deadline for their rectification, or a declaration of VRM that it accepts the work without apparent defects.
VRM shall be obliged to accept duly completed work at the date stipulated under the Agreement and under the agreed conditions of the Agreement and these General Terms of Purchase.
VRM shall have the right, by unilateral written notice to the SUPPLIER, to reduce the agreed scope of the work, and to exclude and/or restrict part of the work (certain tasks, deliveries, etc.) to the extent that the SUPPLIER fails to fulfil its obligations under the Agreement or these General Terms of Purchase, thereby endangering the fulfilment of the purpose of the Agreement, in particular where it is in delay with performance deadlines, fails to perform/complete the work in the agreed quality, fails to comply with the instructions of VRM, or breaches generally binding legal regulations. From such a procedure of VRM, the SUPPLIER shall not derive any claims, and as a result of such reduced scope of work, the price of the work shall also be adjusted.
The SUPPLIER shall be obliged to deliver the work by means of qualified employees/workers. The SUPPLIER shall be obliged to ensure that its employees/workers possess all necessary permits and valid qualification certificates for the delivery of the work, and the SUPPLIER shall be fully liable for compliance with this obligation. VRM may at any time request the SUPPLIER to immediately withdraw a subcontractor in the SUPPLIER’s supply chain and/or an employee/worker or another person authorised by the SUPPLIER to perform activities or tasks on the work, if, in VRM’s opinion, such person is not competent or is negligent in the proper performance of obligations under the Agreement or these General Terms of Purchase. The SUPPLIER shall be obliged to comply with VRM’s request under the preceding sentence without delay. The withdrawn subcontractor and/or employee/worker or other person authorised by the SUPPLIER to perform activities or tasks on the work shall be replaced by the SUPPLIER as soon as possible, and such withdrawal shall have no effect on the deadlines for completion of the work or the agreed price.
The SUPPLIER shall be obliged to use only products and materials for the delivery of the work that meet safety, hygiene, health protection, and environmental requirements. The properties of the materials and products used on the work must be verified in accordance with the applicable legal regulations or must have the statutory requirements (e.g. attestations, certificates, and similar documents), which the SUPPLIER shall be obliged to present to VRM without delay upon request.
Materials, products, constructions, and equipment used by the SUPPLIER must possess such properties that, given the expected service life of the work and its normal maintenance, they comply with the provisions of applicable technical standards (in particular STN standards) and other relevant applicable regulations, as well as the aesthetic criteria specified by VRM.
The risk of damage to the work shall pass to VRM only upon handover and acceptance of the duly performed work as a whole by VRM. Until the protocol handover of the duly performed work, the risk of damage to the work shall be borne exclusively by the SUPPLIER.
The SUPPLIER declares that none of the materials and equipment it supplies, which are necessary for the proper delivery of the work, are encumbered with the rights of third parties, and that such materials and equipment are, at the time of conclusion of the Agreement, its exclusive property.

Article VIII.

Force Majeure

In the event of civil unrest, governmental measures or administrative proceedings, or other unforeseeable and unavoidable circumstances not caused by VRM, VRM shall be released from its obligations for the duration and to the extent of such circumstances.

Article IX.

Notification of Defects

VRM shall notify the SUPPLIER of defects in the delivered goods/services/work no later than ten (10) business days from the discovery of such defects.
Payment of the price by VRM shall not be deemed acceptance of defective or faulty goods/services/work.
If VRM identifies defects in the delivered goods/services/work and notifies the SUPPLIER thereof, the SUPPLIER shall be obliged, free of charge, to provide a new delivery/replacement of goods/work instead of the goods/work found to be defective, no later than seven (7) calendar days from the notification by VRM, unless otherwise agreed in relation to the specific defect notified.

Article X.

Warranty and Complaints

By providing a warranty, the SUPPLIER undertakes that the delivered goods/service/work and all their components shall, during the Warranty Period, be fit for proper use and for the agreed purpose, and shall retain the agreed properties and quality.
Unless otherwise stipulated in the General Terms of Purchase, the relevant provisions of the applicable law concerning defects (including legal defects) shall apply. Deviations from the agreed specifications of the goods/work shall be deemed a material breach of the SUPPLIER’s contractual obligations.
VRM shall have the right to choose the method of defect removal. If the SUPPLIER does not remedy the defect immediately after being requested by VRM to do so, VRM shall have the right to carry out the repairs of the defects itself or through a third party, in particular to prevent greater damage or in the event of imminent danger. Any relevant costs of the repair shall be borne by the SUPPLIER. The SUPPLIER shall also bear the additional costs of repair arising from or in connection with defects, in particular transport, assembly, disassembly, administrative and handling costs, as well as all other costs related to the elimination of defects. Statutory or other contractual claims arising from the delivery of defective goods/services/work shall not be affected. Section 440(1), second sentence, of Act No. 513/1991 Coll., the Commercial Code, as amended (hereinafter referred to as the “Commercial Code”), and Section 440(2) of the Commercial Code shall not apply.
Unless otherwise agreed in writing, the warranty period for each goods/service/work shall be twelve (12) months (hereinafter referred to as the “Warranty Period”). The Warranty Period shall commence (each separately) on the date of acceptance of each individual goods/service/work by VRM.
The Warranty Period shall not run for the period during which VRM cannot use the goods/work due to defects for which the SUPPLIER is liable.
The SUPPLIER undertakes to respond without delay to any complaint regarding goods/services/work during the Warranty Period. The SUPPLIER shall be entitled to propose possible solutions for the complaint to VRM, provided that such solution shall always be free of charge. The SUPPLIER shall be obliged to commence the free-of-charge elimination of defects in the goods/services/work without delay, no later than three (3) business days from the date the complaint is made by VRM. Complaints shall be exercised in accordance with the Agreement; if the manner of exercising complaint is not stipulated in the Agreement, VRM may lodge a complaint regarding the goods/services/work during the Warranty Period with the SUPPLIER in any appropriate manner, in particular by electronic means (e-mail).
If the goods/service/work is subject to formal acceptance, the Warranty Period shall commence upon the acceptance of the goods/service/work by VRM; if acceptance of the goods/work is delayed without the SUPPLIER being responsible for such delay, the Warranty Period shall commence no later than the beginning of the second month after the SUPPLIER has provided the goods/work for formal acceptance.
In the case of delivery/replacement of goods/work, or if the repaired goods/work shows the same defect or a defect arising from the repair, the relevant Warranty Period shall commence anew.
The SUPPLIER shall also be liable for defects and damage to the goods/work resulting from defective initial documentation and instructions for the goods/work, except where the SUPPLIER has duly and timely notified VRM of the defects of such initial documentation and instructions.
All other claims arising from breach of the Agreement or breach of other obligations shall remain unaffected.

Article XI.

Liability for Damage / Indemnification / Insurance

If a claim is made against VRM on the basis of liability for damage caused by a defect in the goods/work delivered by the SUPPLIER, the SUPPLIER shall be obliged to indemnify VRM in full for all claims asserted by third parties.
The SUPPLIER shall be liable for any damage caused by its activities or performance to the health and property of VRM or third parties.
The SUPPLIER shall be obliged to reimburse VRM for all costs and expenses related to third-party claims and to the withdrawal of goods/work from the market or from performance to a customer. VRM shall, where practically possible, inform the SUPPLIER of the scope of such withdrawal and allow the SUPPLIER to comment thereon.
The SUPPLIER shall be obliged to maintain demonstrable liability insurance covering damage caused in the course of its business activities, with adequate insurance coverage having regard to the foreseeable harm to health and property. VRM may, at any time during the contractual relationship, require the SUPPLIER to present the insurance policy.
The SUPPLIER shall be obliged to ensure, and shall be liable to VRM for ensuring, compliance with all applicable legal regulations on occupational health and safety, fire protection, environmental protection, as well as regulations governing employment and labour relations, in relation to persons performing activities and work for the SUPPLIER under the Agreement, for the entire duration of the Agreement. In the event that, due to any breach of this obligation, VRM suffers damage or VRM is subject to a sanction by the administrative authorities, the SUPPLIER undertakes to compensate VRM for such damage or sanction in full.

Article XII.

Performance of Work

Persons engaged by the SUPPLIER for the purpose of fulfilling the SUPPLIER’s obligations under the relevant Agreement, who are physically present on the premises of VRM or on the premises of third parties designated by VRM, shall be obliged to comply with the regulations of VRM or of such third parties designated by VRM regarding entry into and movement within the premises.

Article XIII.

Assignment and Set-off

The SUPPLIER shall not be entitled to assign (even partially) any of its contractual rights (claims) to third parties without the prior written consent of VRM.
The SUPPLIER shall be entitled to exercise rights of unilateral set-off only if such rights are undisputed or confirmed by a legally enforceable judgment, and only to the extent permitted under the applicable legal regulations.
VRM may exercise its rights of unilateral set-off in accordance with the applicable legal regulations.
VRM may set off any of its claims against an affiliate of the SUPPLIER against any claim that the SUPPLIER has against VRM.
VRM shall be entitled, at any time, to assign rights (claims) arising from the Agreement to a third party, even without the consent of the SUPPLIER.

Article XIV.

Compliance with International and Other Specific Sanctions

1. The SUPPLIER declares and warrants that it is not directly or indirectly owned or controlled by, acting on behalf of, registered in, having its registered seat, or habitually residing in a country subject to international or other specific sanctions, and that if this declaration and warranty becomes untrue at any time during the term of the Agreement, it shall immediately notify VRM of such fact.

2. The SUPPLIER undertakes to comply with all applicable international or other specific sanctions, in particular, but not limited to, those administered and enforced by the European Union within the framework of its common foreign and security policy, the UK Office of Financial Sanctions Implementation, and the US Department of the Treasury’s Office of Foreign Assets Control, and shall not take or omit to take any action that may cause VRM or any of its affiliates to violate any such sanctions applicable to them, or that may expose them to restrictive measures under such sanctions, or result in them being designated as persons subject to such sanctions.

3. VRM shall not be obliged to perform any act which, in its reasonable opinion, would constitute a breach of such sanctions, expose it to restrictive measures under such sanctions, or result in it being designated as a person subject to such sanctions.

4. The SUPPLIER shall not, directly or indirectly, engage in the development, production, supply, financing, or any other activities related to the activities and performances under the Agreement with any person subject to sanctions or in any territory subject to such sanctions.

5. The SUPPLIER shall be obliged to comply with measures to ensure compliance with the relevant sanctions and its related obligations under the Agreement. Upon request, the SUPPLIER shall provide VRM free of charge with its internal rules and procedural documents describing the measures taken by the SUPPLIER to comply with such sanctions.

6. The SUPPLIER is obliged to inform VRM immediately if it, or any third party with which it cooperates in connection with the performance of the Agreement, becomes subject to these sanctions, becomes the subject of an investigation or other proceedings relating to these sanctions, or becomes aware of any apparent violation of these sanctions by any person in connection with any action taken in the performance of an obligation under the Agreement.

7. The SUPPLIER shall immediately and free of charge provide VRM with all necessary information that VRM may reasonably request for the purpose of assessing the SUPPLIER’s compliance with such sanctions in connection with the Agreement.

8. In the event that the SUPPLIER breaches any provision of this Article of the General Terms of Purchase, it shall indemnify VRM and each of its affiliates in full for all third-party claims, including damages, losses, fines, costs and/or expenses arising from or in connection with the subject matter of any breach of this Article of the General Terms of Purchase by the SUPPLIER.

9. A breach of the obligations under this Article of the General Terms of Purchase shall constitute a material breach of the Agreement.

Article XV.

Confidentiality

Technical, production, or commercial information (e.g. information on prices, quotations, calculations, budgets, etc.) disclosed to the parties to the Agreement during the contractual relationship shall constitute trade secrets, and this shall apply even after termination of the contractual relationship.
The SUPPLIER shall be obliged to maintain strict confidentiality with respect to all information provided by VRM or by companies affiliated with VRM, and to treat such information as trade secrets in accordance with the applicable legal regulations, and shall ensure that no third parties have access to such confidential information. The foregoing shall not apply to information which:
has demonstrably become publicly available otherwise than as a result of a breach of the duty of confidentiality, or
is provided to the SUPPLIER by a third party authorised to provide such information and not bound by a duty of confidentiality, or
was demonstrably already known to the SUPPLIER prior to receipt of such information.
The SUPPLIER shall be obliged to inform VRM without delay if it becomes aware that third parties have obtained and/or may have obtained unauthorised access to confidential information, or if such confidential information has been destroyed or lost.
Unless otherwise agreed in writing in the Agreement, the SUPPLIER undertakes not to use confidential information outside the scope of the purpose agreed in the Agreement without the prior written consent of VRM.
The duty of confidentiality under this Article of the General Terms of Purchase shall apply to all persons involved in the performance of the SUPPLIER’s contractual obligations, regardless of their contractual relationship with the SUPPLIER.
The SUPPLIER shall be obliged to bind to confidentiality all persons and employees through whom or with the use of whom the SUPPLIER performs its obligations under the Agreement, as well as any persons who have access to confidential information.
The SUPPLIER shall not make copies of confidential information beyond the extent reasonably required.
The SUPPLIER shall be liable for any breach of the obligations set out in this Article of the General Terms of Purchase, and shall be liable to VRM for any damage caused to VRM as a result of such breach.
The obligations set out in this Article of the General Terms of Purchase shall apply during the term of the business relationship established by the Agreement and also for a period of ten (10) years from its termination.
A breach of the obligation to maintain confidentiality under this Article of the General Terms of Purchase shall be deemed a material breach of the Agreement.

Article XVI.

Compliance with Legal Regulations and Ethical Conduct

Bribery and other similar corrupt practices in the jurisdictions in which VRM and the SUPPLIER operate and conduct their business are unlawful, are not appropriate business conduct, and are not practices in which they would engage or plan to engage. Irrespective of whether the SUPPLIER acts on its own or through third parties, the SUPPLIER hereby confirms, represents and warrants that, prior to the conclusion of the Agreement, it has not done any of the following and, for the duration of the Agreement, will not:
on its own or in concert with any other person, directly or indirectly offer, pay, give or promise to pay or give, or permit the payment or provision of any funds, gift or anything of value to any public official or any other person, where the SUPPLIER knows or has reason to believe that all or part of such funds or consideration will be offered, provided or promised for the purpose of corruptly influencing the recipient, or to exercise the recipient’s influence in order to obtain or retain a business advantage; nor
induce any employee, agent or contractor of VRM to make any concession or provide the SUPPLIER with any advantage, to refrain from or refuse any act, or to change any of the requirements of the Agreement in exchange for any gift, funds, advantage or other incentive; nor
without VRM’s prior written consent, pay funds or provide any other advantage to any third party (directly or indirectly) in connection with the negotiation and/or conclusion of the Agreement or any transaction related thereto; nor
induce or assist any employee, agent or contractor of VRM to act dishonestly towards VRM, from which such employee, agent or contractor may benefit, or which may be detrimental to VRM; nor
make any facilitation payment intended to expedite or secure the performance of any governmental act.
The SUPPLIER shall comply with the applicable legal regulations in connection with the contractual relationship with VRM, in particular the legal regulations concerning labour and compliance with the working conditions of its employees. Such working conditions must comply at least with the following International Labour Organization (ILO) Conventions, in their currently applicable versions:
ILO Convention No. 138 (1973) concerning Minimum Age for Admission to Employment;
ILO Convention No. 182 (1999) concerning the Prohibition and Immediate Action for the Elimination of the Worst Forms of Child Labour;
ILO Convention No. 29 (1930) concerning Forced or Compulsory Labour and ILO Convention No. 105 (1957) concerning the Abolition of Forced Labour, and the 2014 Protocol (P029);
ILO Convention No. 100 (1951) concerning Equal Remuneration for Men and Women Workers for Work of Equal Value;
ILO Convention No. 87 (1948) concerning Freedom of Association and Protection of the Right to Organise and ILO Convention No. 98 (1949) concerning the Application of the Principles of the Right to Organise and to Bargain Collectively;
ILO Convention No. 135 (1971) concerning Protection and Facilities to be Afforded to Workers’ Representatives in the Undertaking;
ILO Convention No. 111 (1958) concerning Discrimination in Respect of Employment and Occupation.
The SUPPLIER shall ensure that the goods/work supplied to VRM under the Agreement are produced under conditions that comply with the following ILO Conventions, in their currently applicable versions:
ILO Convention No. 1 (1919) limiting the Hours of Work in Industrial Undertakings to Eight in the Day and Forty-eight in the Week;
ILO Convention No. 30 (1930) concerning Hours of Work (Commerce and Offices);
ILO Convention No. 131 (1970) concerning Minimum Wage Fixing with Special Reference to Developing Countries;
ILO Convention No. 155 (1981) concerning Occupational Safety and Health and the Working Environment.

In addition, the SUPPLIER shall comply with the principles of the United Nations (UN) Global Compact, available online at: https://unglobalcompact.org/what-is-gc/mission/principles.

VRM and the SUPPLIER commit to responsible business conduct and to maintaining and improving their systems and processes to reduce the risk of slavery or human trafficking in their business and supply chain.
The SUPPLIER represents and warrants that neither the SUPPLIER, nor any of its directors, senior officers or other employees has (i) been convicted of any criminal offence relating to slavery or human trafficking, and (ii) to the best of its knowledge and belief, has not been and is not the subject of any investigation or enforcement proceedings by any state or regulatory authority relating to any criminal offence or alleged criminal offence of slavery or human trafficking. The SUPPLIER shall:
comply with all applicable laws on employment, child labour, anti-slavery and anti-human trafficking in force from time to time, including, without limitation, the Slovak Criminal Code and Criminal Procedure Code;
have and maintain in force, for the entire term of the Agreement, its own policies and procedures to ensure and secure compliance with this Article of the General Terms of Purchase;
implement due diligence procedures for all persons it engages to provide performance under the Agreement in order to ensure that there is no slavery or human trafficking in its supply chains;
implement a training system for its employees to ensure compliance with the applicable generally binding legal regulations against slavery and human trafficking in force from time to time, including, without limitation, the Slovak Criminal Code and Criminal Procedure Code;
include in its agreements with all suppliers it engages for the delivery of goods/work under the Agreement anti-slavery and anti-human-trafficking provisions equivalent to this Article of the General Terms of Purchase; and
notify VRM as soon as it becomes aware of facts giving rise to the conclusion that slavery or human trafficking is occurring and/or may be occurring in the SUPPLIER’s supply chain related to the Agreement.
For the purpose of fulfilling the obligations set out in this Article of the General Terms of Purchase, the SUPPLIER shall adopt appropriate measures to prevent and address any deviations from such obligations. Such measures shall be documented and applied on an ongoing basis throughout the term of the Agreement in respect of the activities of the SUPPLIER and its suppliers and other persons directly involved in the SUPPLIER’s performance under the Agreement.
The SUPPLIER declares that, prior to the conclusion of the Agreement:
it has adopted binding internal rules that include a commitment to comply with working conditions;
it has adopted procedures to transfer the commitment to comply with working conditions to the SUPPLIER’s activities and throughout its supply chain;
it has designated persons responsible for compliance with working conditions;
it has adopted procedures for regular risk analysis, i.e., the identification and prioritisation of current and potential risks of deviations from working conditions, including supply-chain mapping with particular regard to high-risk operations;
it has adopted procedures for the regular monitoring of compliance with working conditions; and
it has adopted procedures for the immediate implementation of measures to prevent and limit deviations from working conditions and to remedy identified deviations. Such measures shall be adopted in accordance with the UN Guiding Principles on Business and Human Rights or other equivalent principles.
The parties to the Agreement shall immediately notify the other party if, at any time during the term of the Agreement, any representation, confirmation or warranty set out in this Article of the General Terms of Purchase becomes materially inaccurate or untrue.
VRM shall have the right to monitor compliance with the obligations set out in this Article of the General Terms of Purchase. Monitoring may be carried out by self-reporting pursuant to point 10. of this Article of the General Terms of Purchase or by an audit pursuant to point 11. of this Article of the General Terms of Purchase, all at the SUPPLIER’s expense.
Self-reporting: At VRM’s request, the SUPPLIER shall submit a written report on compliance with the obligations set out and required in accordance with this Article of the General Terms of Purchase no later than thirty (30) calendar days from the date of receipt of such request. Where VRM requires the written report in the form of a template, such template shall be provided to the SUPPLIER together with the request for submission of the written report.
Audit: The SUPPLIER shall allow VRM to carry out, either itself or through an authorised person, an audit at the SUPPLIER and/or its suppliers in order to ensure that the SUPPLIER fulfils its obligations set out and required in accordance with this Article of the General Terms of Purchase. In connection with the audit, the SUPPLIER shall provide all necessary documentation and information to verify compliance with these obligations.
If the SUPPLIER fails to participate in a subsequent review of compliance with the obligations set out in this Article of the General Terms of Purchase, or if deficiencies occur in the documentation to be provided as aforesaid, the SUPPLIER shall remedy such deficiencies within a reasonable period determined by VRM.
In the event of insufficient performance or non-compliance with the obligations under this Article of the General Terms of Purchase, the SUPPLIER shall eliminate the identified deficiencies within the required deadlines in accordance with an action plan subject to approval by VRM or its customer. The action plan may also be prepared by VRM.
By entering into the Agreement, the SUPPLIER assures VRM in writing that the SUPPLIER will not take any steps that would violate the legal regulations of, in particular, the Slovak Republic, the Member States of the European Union, the United Kingdom, or the United States of America in connection with this Article of the General Terms of Purchase.
By entering into the Agreement, the SUPPLIER declares that it has not participated in any matter involving the preparation of a public procurement or the submission of bids, nor has it entered into any situation of conflict of interest or an apparent conflict of interest, and that it has not had access to any information relating to the relevant tender in public procurement that would provide or could provide VRM with an unfair advantage.
The SUPPLIER undertakes to act and conduct itself with professional competence so as not to damage or jeopardise the good name or reputation of VRM.
The SUPPLIER shall indemnify VRM and VRM’s statutory bodies, employees and agents in full against any claims for damages, losses, costs or expenses arising from any culpable breach of this Article of the General Terms of Purchase.
The SUPPLIER shall use best efforts to flow down the individual provisions of this Article of the General Terms of Purchase to its own suppliers and to duly bind its suppliers to comply with these provisions within its supply chain.
Insufficient performance or non-compliance with any obligation under this Article of the General Terms of Purchase shall constitute a material breach of the Agreement.

Article XVII.

Information and Cyber Security

The SUPPLIER expressly warrants that it shall implement and maintain appropriate technical and organizational measures and other protective means to ensure the proper security of all information and data belonging to VRM, including refraining from storing any confidential information provided by VRM to the SUPPLIER on (i) any portable computers or (ii) any portable storage media that may be removed from the SUPPLIER’s premises, unless such data are in each case encrypted, and such data are stored on portable storage media solely for the purpose of being transferred to off-site storage.
The SUPPLIER shall use all efforts reasonably required of it to prevent theft of passwords, or the loss of or unauthorized access to or use of any VRM data or information, and the SUPPLIER shall immediately notify VRM of any theft of passwords or loss of or unauthorized access to or use of any VRM data or information. The SUPPLIER undertakes to enforce security procedures with respect to its access to and maintenance of VRM’s confidential information or data, which shall (i) be at least equivalent to industry standards for the SUPPLIER’s line of business, and (ii) provide reasonably appropriate technical and organizational safeguards against accidental or unlawful loss, alteration, unauthorized disclosure of or access to VRM’s confidential information or data. The SUPPLIER undertakes to maintain processes and security procedures to ensure that its information systems are free from viruses and similar defects. The SUPPLIER’s systems shall not contain any virus, Trojan horse, worm, time bomb, or other program, device, or code that could reasonably be expected to damage, disrupt, secretly intercept, or expropriate any VRM system, data, or information.
The SUPPLIER’s information systems shall not contain any malware, backdoor, or other technological programs, devices, or codes that may adversely affect the security or confidentiality of VRM’s systems, information, or data. The SUPPLIER shall take all measures reasonably required of it to secure and defend its operations and facilities against hackers and other intruders who may attempt to alter or gain unauthorized access to the SUPPLIER’s or VRM’s systems or to the information contained therein. The SUPPLIER shall periodically test its systems for potential areas of vulnerability that could compromise security.
The SUPPLIER undertakes to notify VRM by telephone of any cybersecurity incident affecting access to VRM’s data or information as soon as reasonably possible, but in any event within twenty-four (24) hours of the SUPPLIER’s discovery of such cybersecurity incident.
The SUPPLIER shall (i) provide VRM with a summary of known information regarding such cybersecurity incident, (ii) use all efforts reasonably required of it to attempt to mitigate the effects of such cybersecurity incident, (iii) upon VRM’s request, provide reasonable information about the cybersecurity incident and the response thereto, and (iv) within two (2) weeks of completion of the investigation of the cybersecurity incident, provide VRM with a report explaining: a description of the incident, examples of such events and how the SUPPLIER has mitigated the risk of similar future events, the timeline of the incident, suspected perpetrators, which VRM information or data may have been affected, and any financial impact on VRM. Any corrective measures identified as remedying the cybersecurity incident shall be implemented within two (2) months of the completion of the investigation.
The SUPPLIER shall fully indemnify VRM for all losses and damages arising from any information or cybersecurity incident involving the SUPPLIER’s information systems. In the event that VRM suffers a loss as a result of any cybersecurity incident involving the SUPPLIER’s systems, the SUPPLIER shall only be entitled to receive payment for deliveries under the Agreement after such incident has been reviewed by VRM and subject to the fulfilment of the SUPPLIER’s indemnification obligations to VRM under this section and VRM’s right to set off its claims relating to the cybersecurity incident.
The withholding of payment for the SUPPLIER’s deliveries related to a cybersecurity incident involving the SUPPLIER’s system shall not constitute a delay by VRM in the performance of the Agreement.

Article XVIII.

Advertising

The SUPPLIER shall not use requests for quotation, orders, offers for VRM, or related communication with VRM for the purposes of any of its own promotion.
Only with the prior written consent of VRM shall the SUPPLIER be entitled to use information regarding its business relationship with VRM as a reference. VRM may revoke such consent at any time, even without stating a reason.

Article XIX.

Contractual Penalties

If the SUPPLIER is in delay with the final delivery date of the goods/service/work, VRM shall be entitled to claim a contractual penalty from the SUPPLIER in the amount of 0.3% of the price of the goods/service/work under the Agreement for each day (or part thereof) of delay, up to a maximum of 25% of the price of the goods/service/work under the Agreement, unless otherwise agreed in writing.
If the SUPPLIER is in delay with meeting partial deadlines under the Agreement or the relevant schedule, VRM shall be entitled to claim a contractual penalty from the SUPPLIER in the amount of 0.05% of the price of the goods/service/work under the Agreement for each day (or part thereof) of delay, unless otherwise agreed in writing.
If the SUPPLIER breaches the obligation of confidentiality pursuant to Article XV. of the General Terms of Purchase, VRM shall be entitled to claim a contractual penalty from the SUPPLIER in the amount of 5% of the price of the goods/service/work under the Agreement for each individual breach, up to a maximum of 25% of the price of the goods/service/work under the Agreement, unless otherwise agreed in writing.
If the SUPPLIER breaches any obligation related to compliance with international and other sanctions under Article XIV. of the General Terms of Purchase and/or any obligation related to compliance with legal regulations and ethical conduct under Article XVI. of the General Terms of Purchase, VRM shall be entitled to claim a contractual penalty from the SUPPLIER in the amount of 5% of the price of the goods/service/work under the Agreement for each individual breach, unless otherwise agreed in writing.
If the SUPPLIER breaches any other obligation under the General Terms of Purchase that is not expressly sanctioned by a specific contractual penalty and/or breaches any other obligation under the Agreement for which no specific contractual penalty has been agreed in the Agreement, VRM shall be entitled to claim a contractual penalty from the SUPPLIER in the amount of 0.05% of the price of the goods/service/work under the Agreement for each individual breach. Where the nature of the breached obligation indicates that it is breachable over a certain period of time, this contractual penalty shall apply for each individual breach and for each day of the duration of such breach.
Payment of the contractual penalty shall be without prejudice to the right to compensation for damages exceeding the contractual penalty.

Article XX.

Termination of the Contractual Relationship

The Agreement may be terminated by mutual consent of the parties or by withdrawal from the Agreement pursuant to law, these General Terms of Purchase, or the Agreement if it contains a specific ground for withdrawal.
Withdrawal from the Agreement must be made in writing and delivered to the other party to the Agreement, otherwise it shall be invalid. The withdrawal must state the reason for withdrawal from the Agreement, which cannot be changed, otherwise the withdrawal shall be invalid. Withdrawal from the Agreement shall take legal effect on the date of delivery to the other party to the Agreement, and as of that date the Agreement shall be terminated.
VRM may withdraw from the Agreement if the SUPPLIER has materially breached any of its obligations under the Agreement and/or these General Terms of Purchase.
A material breach of contractual obligations shall include, inter alia:
defective performance by the SUPPLIER (e.g. due to non-compliance with technical EN/STN standards, etc.), of which VRM has notified the SUPPLIER during the performance of the Agreement and which the SUPPLIER has failed to remedy despite such notice; or
any statement, conduct or act of the SUPPLIER capable of damaging VRM’s good name or reputation; or
where it is evident that the SUPPLIER will not fulfil any of its obligations under the Agreement or these General Terms of Purchase, or where the SUPPLIER has failed to fulfil any of its obligations under the Agreement or these General Terms of Purchase even within an additional period granted by VRM; or
repeated breaches by the SUPPLIER of obligations under the Agreement or these General Terms of Purchase despite being notified by VRM; or
the SUPPLIER’s failure to remedy a defect complained of within the time and in the manner provided for in the Agreement or these General Terms of Purchase; or
the SUPPLIER’s failure to meet the deadlines or time limits for the delivery of goods/service/work specified in the Agreement or in these General Terms of Purchase.
VRM may also withdraw from the Agreement if the SUPPLIER becomes insolvent, over-indebted, or if the SUPPLIER or a third party files a substantiated petition for bankruptcy over the SUPPLIER’s assets, or if bankruptcy is declared over the SUPPLIER’s assets, or if the SUPPLIER or a third party files a substantiated petition for restructuring proceedings against the SUPPLIER, or if such petition is dismissed for lack of assets, or if the SUPPLIER enters into liquidation.
In the event of withdrawal from the Agreement, the SUPPLIER shall only be entitled to payment of the price of goods/service/work duly delivered and accepted by VRM up to the date of withdrawal.
Where the circumstances or conduct of the SUPPLIER clearly indicate that the SUPPLIER will not perform any part of its obligations under the Agreement, VRM shall be entitled to withdraw from the Agreement in part with respect to that part of the SUPPLIER’s obligations.
Withdrawal from the Agreement shall terminate all rights and obligations of VRM and the SUPPLIER arising from the withdrawn Agreement, unless expressly provided otherwise in the Agreement or these General Terms of Purchase. VRM and the SUPPLIER have agreed that the provisions of the Agreement and the General Terms of Purchase concerning defects in the subject matter of performance, warranty periods, VRM’s claims for damages, payment of contractual penalties, reimbursement of increased costs, as well as the relevant provisions on confidentiality, set-off and assignment of claims, shall survive termination of the Agreement by withdrawal.

Article XXI.

Personal Data

The SUPPLIER undertakes to comply with the legal regulations concerning the protection of personal data, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR), and Act No. 18/2018 Coll. on the Protection of Personal Data and on Amendments and Supplements to Certain Acts, as amended. The SUPPLIER shall take all measures to prevent any unauthorised or accidental access to such data, their alteration, destruction, or loss, unauthorised transmission, unauthorised processing, or any other breach of the legal regulations concerning the protection of personal data. Any processing of personal data in connection with the delivery of goods/performance of work for VRM, as the data controller, must be notified by the SUPPLIER (as the data processor) to VRM, and upon VRM’s request, the SUPPLIER shall conclude with VRM a separate data processing agreement in accordance with the GDPR. If VRM provides the SUPPLIER with the personal data of its contact persons, the SUPPLIER must process such data in compliance with the GDPR. If the SUPPLIER provides VRM with the personal data of its own contact persons, the SUPPLIER undertakes to fulfil the notification obligation towards such contact persons under the GDPR also in relation to VRM as an independent data controller, in particular by informing such persons that VRM will process their personal data on the basis of legitimate interest for the purpose of fulfilling the Agreement, for as long as VRM’s legitimate interest continues.

Article XXII.

Final Provisions

These General Terms of Purchase are drafted in the Slovak and English languages. In case of discrepancies between the two language versions, the Slovak version shall prevail.

If there is any change in the business name, address, registered seat, bank account number, or other changes that may affect the performance connected with these General Terms of Purchase or the Agreement (e.g. filing of a petition for bankruptcy, commencement of enforcement proceedings, decision on dissolution of the company, change of statutory body), the party to the Agreement to which such change relates shall be obliged to notify the other party to the Agreement of such facts without undue delay, but no later than fifteen (15) days from the date the changes take effect.

Any provision that is or becomes invalid shall not affect the validity and enforceability of the remaining valid provisions. The parties to the Agreement agree that such invalid provision shall be replaced by a valid provision that, in its commercial and legal effects, is as close as possible to the provision being replaced.

Unless otherwise agreed in writing, the parties to the Agreement agree that all notices, requests, legal acts, and documents to be delivered by one party to the other (hereinafter referred to as the “Shipment”) shall be delivered by registered mail to the address specified in the Agreement, or to the last address notified in writing, or by courier. If a party to the Agreement refuses to accept a registered Shipment, or if a registered Shipment sent by post is returned to the sender as uncollected within the retention period, or with the note “addressee unknown”, or if for any other reason there is a delivery problem, such Shipment shall be deemed delivered on the third (3^rd) business day following its dispatch.

Unless otherwise agreed in writing, the place of performance shall be the place to which the goods/product or work are delivered by the SUPPLIER.

Any disputes arising out of the Agreement shall primarily be resolved amicably by the parties to the Agreement.

Disputes arising out of the Agreement, including its interpretation, shall be subject to the jurisdiction of the competent general courts of the Slovak Republic. The governing law shall be the valid legal order of the Slovak Republic.

The application of legal regulations on the international sale of goods/products, in particular the United Nations Convention on Contracts for the International Sale of Goods (CISG) dated 11 April 1980, shall be excluded. For the avoidance of doubt, dispositive provisions of Slovak law that are inconsistent with these General Terms of Purchase shall not apply.

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