General Terms and Conditions of Purchase (hereinafter referred to as “GTCP”) of SENZOR, s.r.o., Magnezitárska 11, 040 13 Košice, Company ID: 31687482, registered in the Commercial Register of the District Court Košice I, Section Sro, File No. 4407/V (hereinafter referred to as “SENZOR”).

1. Introductory Provisions

1.1 SENZOR carries out all purchases exclusively in accordance with the following General Terms and Conditions of Purchase and General Terms and Conditions of Delivery of SENZOR, as currently amended. The General Terms and Conditions of Purchase and Delivery of SENZOR also apply to all future business relationships, even without explicit re-reference to them. The General Terms and Conditions of Delivery of SENZOR are an integral part of the General Terms and Conditions of Purchase.

1.2 SENZOR does not accept the general terms and conditions of business and delivery of the Supplier (and similar). This also applies if SENZOR has not explicitly objected to them, or if their validity is stipulated as a condition in other or the Supplier’s general terms and conditions. Accordingly, the Supplier’s terms of sale and general terms and conditions (and similar) are not binding, even upon demonstrable delivery to SENZOR.

1.3 All agreements, including ancillary agreements and amendments, must be in written form and confirmed in writing by SENZOR, otherwise they are ineffective. Oral promises, ancillary agreements, or statements by SENZOR employees that differ from or supplement a written agreement shall not be binding.

1.4 The contract between SENZOR and suppliers is concluded through a written order from SENZOR and its written acceptance by the Supplier (hereinafter referred to as the “Contract”). If the order does not specify its validity/binding period, the order is binding for five working days after its delivery to the Supplier, but no longer than 15 days after its dispatch to the Supplier (hereinafter referred to as “Order Validity”). If SENZOR does not receive written acceptance of the order from the Supplier during the Order Validity period, the order loses its validity and no Contract is formed. SENZOR is entitled to send its own order confirmation template along with the order, which the Supplier is obliged to return unchanged in content and signed on behalf of the company, within three working days for recurring orders and within 5 working days at the latest for new part orders. If the Supplier uses its own company’s order confirmation, its content must not differ from SENZOR’s order confirmation form.

1.5 Data in the Supplier’s brochures, as well as specifications regarding types, dimensions, standards (and similar), or otherwise communicated by the Supplier through samples, tests, drawings, illustrations, etc., are binding.

1.6 Regularly recurring company holidays or production breaks of the Supplier lasting longer than five working days must be communicated to SENZOR.

1.7 SENZOR must be informed immediately in writing of any unforeseen problems in production and/or delivery.

1.8 The Commercial Code refers to Act No. 513/1991 Coll., the Commercial Code of the Slovak Republic, hereinafter referred to as “OBZ”.

1.9 The Supplier means a natural or legal person with whom SENZOR concludes a Contract in accordance with these GTCP (hereinafter referred to as the “Supplier”).

2. Prices

2.1 The prices stated in the order apply, and unless otherwise agreed in writing, these are understood to be prices including value-added tax, ancillary expenses such as packaging, transport or shipping costs, or other levies (hereinafter referred to as “Price” or “Prices”). If prices are not stated in SENZOR’s order, the Supplier shall submit a price offer, and the Contract shall be concluded only after SENZOR’s written acceptance of the Supplier’s price offer.

2.2 Prices are fixed. If the Price is determined based on a budget, the budget is binding and complete. Changes – even unforeseen ones – in import and export duties and fees, as well as exchange rates, do not entitle the Supplier to adjust the Price. The Contract is generally agreed upon in EUR; however, if this is not the case, the following currency clause applies: The EU currency serves as the hedging currency (hereinafter referred to as “M1”) and the order currency as the hedged currency (hereinafter referred to as “M2”). The exchange rate used is the foreign exchange middle rate of the National Bank of Slovakia (hereinafter referred to as the “Exchange Rate”). If, after the conclusion of the Contract, there is a change in the Exchange Rate between M1 and M2, the Price in M2 must be recalculated so that the price in M1 remains unchanged.

3.1 SENZOR is entitled to make payment of the Price in the currencies listed in the appendix to these GTCP (hereinafter referred to as the “Selected Currency”). For conversion, the Exchange Rate between the Contract Price currency and the Selected Currency valid on the day of payment shall be used.

3. Payment Terms

3.1 SENZOR is obliged to make payment only after the complete delivery of goods, including all documents according to point 6, paragraph 6.5, as well as upon receipt of a detailed invoice in accordance with legal regulations governing value-added tax (in particular, it is necessary to state: order number and date, item number according to the order, name of the ordering party, quantity and specification, prices and discounts, delivery note number and date, as well as the country of origin of the goods, and the relevant customs tariff number). Received invoices are due on the 20th day or the next working day of the following calendar month (i.e., the calendar month following the calendar month in which the respective invoice was delivered to SENZOR). If other payment terms than those mentioned above are agreed upon, the respective specially agreed payment term begins only upon receipt of the invoice (date of receipt of the invoice at SENZOR). Payment is understood as the moment SENZOR issues the payment order.

3.2 Delivery dates that have been agreed upon and confirmed in writing serve as the decisive date for invoicing. Invoicing based on earlier deliveries requires the explicit written consent of SENZOR.

3.3 The Supplier is entitled to assign its claims or obligations exclusively with the prior written consent of SENZOR. SENZOR is entitled to transfer its obligations or claims to third parties, to which the Supplier agrees.

3.4 SENZOR is entitled to set off its claims against the Supplier against the Supplier’s claims against SENZOR. The Supplier is not entitled to set off its claims against SENZOR against SENZOR’s claims against the Supplier. Set-off of claims by written agreement is possible. This provision applies in particular to SENZOR’s claims arising from SENZOR’s warranty claims, or other claims of SENZOR arising from defects in goods supplied by the Supplier, in which cases SENZOR will generally issue an invoice to the Supplier and set off SENZOR’s claims against the Supplier against the Supplier’s claims against SENZOR.

4. Delivery and Adherence to Deadlines

4.1 The delivery date agreed upon in writing in the Contract is binding. Failure to meet the agreed delivery date constitutes a material breach of the Contract by the Supplier, in which case SENZOR is entitled to withdraw from the Contract.

4.2 All deliveries shall be made to the address of SENZOR s.r.o., Magnezitárska 11, 040 13, Košice, or to another address agreed upon in writing in the Contract (hereinafter referred to as the “Place of Delivery”). The receipt of goods at the Place of Delivery is crucial for timely delivery. Partial deliveries or partial performance are only possible with the explicit written consent of SENZOR.

4.3 If no delivery date is specified in the Contract, delivery must be made without delay.

4.4 Delivery takes place at the Place of Delivery, with transport costs governed by mutual agreement between the Supplier and SENZOR. The risk of damage to the goods passes to SENZOR only at the moment of physical acceptance of the goods at the Place of Delivery. When shipping, the Supplier is obliged to comply with the shipping regulations specified in the order.

4.5 The Supplier shall immediately inform SENZOR in writing of all circumstances that jeopardize adherence to the agreed delivery dates, to enable the quickest possible clarification of further action. If the Supplier is in default of delivery of goods, the Supplier is obliged to pay SENZOR a contractual penalty of 0.1% of the Price of the goods for which the Supplier is in default for each commenced calendar day of the Supplier’s delay in delivery of goods. Payment of the contractual penalty does not affect claims for damages.

4.6 All deliveries must be accompanied by all documentation prescribed by legal regulations and/or agreed upon in the Contract, especially for all products for which safety data sheets or test reports are prescribed; these are part of the scope of delivery/performance. Furthermore, the scope of delivery/performance includes user manuals, technical data sheets, descriptions, documentation or hazard warnings, approved tolerances, legally required certificates, confirmations of obtaining or granting type approval marks. All these documents must generally be submitted in German and Slovak.

4.7 The Supplier is obliged to ensure, at its own expense, adequate and safe packaging of the goods in accordance with legal regulations and the Contract.

4.8 Detailed provisions for the delivery of goods are set out in SENZOR’s General Terms and Conditions of Delivery, which are an integral part of SENZOR’s General Terms and Conditions. Violation of the General Terms and Conditions of Delivery constitutes a material breach of the Contract by the Supplier.

4.9 Since it is not possible to inspect the goods immediately upon delivery at the Place of Delivery, the goods will be inspected by SENZOR within 45 working days from the date of delivery at the Place of Delivery. After inspection, SENZOR may object to defects in the delivery of goods, particularly with regard to the type and quantity of goods. With regard to other defects, such as the type and quantity of goods, the provisions concerning warranty – Article V of these GTCP – apply.

5. Warranty

5.1 The Supplier is responsible for delivering goods in accordance with the Contract and free from defects, with the properties of the goods corresponding to the current state of science and technology at the time of concluding the Contract, and in any case, to applicable legal regulations and safety provisions, as well as relevant data in promotional materials or other documents that are part of the Contract.

5.2 In the event of material defects that prevent the proper use of the goods, SENZOR is entitled to withhold the purchase price or a part of the purchase price until the defect is remedied.

5.3 The Supplier is liable for defects in accordance with the applicable legal regulations of the Slovak Republic. The warranty period is two years from the delivery of the goods to the respective agreed Place of Delivery (hereinafter referred to as “Warranty Period”). SENZOR has rights under § 436, para. 1 of the OBZ for all material and non-material defects. SENZOR is obliged to inform the Supplier of its choice of warranty claims within 10 days of the complaint. The application of provisions § 427 and § 428 of the OBZ is excluded, and SENZOR may assert all claims for defects within the Warranty Period.

5.4 Claims for defects must be fulfilled, at SENZOR’s discretion, at the Place of Delivery, or at SENZOR’s registered office, or at the Supplier’s registered office, or at the location specified in the Contract, or at a location designated by SENZOR’s sales organization (an entity designated by SENZOR for service activities). All incurred costs shall be borne by the Supplier.

5.5 The Supplier is obliged to immediately inform SENZOR of all risks that can reasonably be expected when using the product.

5.6 If, after receiving a complaint, the Supplier fails to fulfill its obligations regarding the rectification of defects within a technically reasonable period (maximum five working days), SENZOR is entitled, regardless of its other rights, to rectify or have the identified defects rectified at its own discretion or through third parties at the Supplier’s expense, without affecting the duration of the Supplier’s obligations. Rectification of defects in these cases does not relieve the Supplier of its responsibility.

5.7 In the case of defects whose rectification cannot be delayed (especially in case of imminent default), SENZOR is entitled to rectify the defects at the Supplier’s expense itself or through an authorized third party, while informing the Supplier in a timely manner. Rectification of defects in these cases does not relieve the Supplier of its responsibility.

5.8 Within the Warranty Period, the Supplier is obliged to provide necessary additional deliveries and services, DAP (EU) / DDP (outside EU) to the final customer’s plant in accordance with Incoterms 2010, as well as to carry out all repairs, adjustments, additions, and works and ensure the achievement of agreed performance parameters, without SENZOR incurring any additional costs.

5.9 The application of § 377 HGB, provisions concerning defect complaints, is expressly excluded for SENZOR. Thus, SENZOR has no obligation to assert defects according to § 377 OBZ. Any further potential obligations of SENZOR to complain or obligations to inspect are hereby expressly excluded.

5.10 Furthermore, the Supplier is obliged to have spare parts available for a period of at least 10 years from the date of delivery and to supply them to SENZOR at the list price (but not higher than the usual market price), and if such a price is not available, at the usual market price and usual delivery time.

5.11 If SENZOR, when asserting claims for defects, opts for the delivery of replacement goods (hereinafter referred to as “Replacement Goods”), the same conditions apply to the delivery of Replacement Goods as to the delivery of the goods to be replaced. Delivery times are calculated from the moment SENZOR asserts its right to claim for defects with the Supplier for the delivery of Replacement Goods. If SENZOR opts for the repair of goods (hereinafter referred to as “Repair”), the Repair must be carried out without undue delay, and unless otherwise agreed, the duration of the Repair must not exceed 7 days from the date SENZOR asserts its rights for defects with the Supplier. The Repair will be carried out at SENZOR’s discretion at the Place of Delivery, at SENZOR’s registered office, or at the Supplier’s registered office, or at the location specified in the Contract.

5.12 The Supplier shall further ensure the best possible support for potential problem-solving and error rectification.

5.13 The Supplier shall bear all costs incurred due to defects in the goods or related to defects in the goods (especially costs for repair, transport costs, assembly and disassembly costs, service technician costs, diagnostic costs, costs for the delivery of Replacement Goods, as well as all other costs related to defects).

6. Liability for Damage Caused by Defective Products and Product Safety

6.1 The Supplier is liable for all damages and losses caused to SENZOR by the Supplier or its subcontractors, employees, or persons cooperating with the Supplier on another basis (especially for damages due to defects and related loss of profit), as well as for material damages and personal injuries in accordance with the legal order of the Slovak Republic. In cases of force majeure, liability under Article X is excluded.

6.2 Regarding liability for damage caused by the Supplier’s defective products and product safety, the relevant applicable provisions of the legal order of the Slovak Republic apply.

6.3 Upon SENZOR’s request, the Supplier is obliged to state who is the manufacturer of the products and who placed the products on the market. For foreign products, the Supplier is furthermore obliged to state the country of origin and the importer. Should third parties assert claims against SENZOR for damages caused by a defective product under the Product Liability Act or other applicable legal regulations of the country of destination of the goods, the Supplier is obliged to compensate SENZOR for the damage incurred thereby and, in any potential legal proceedings, to provide SENZOR with support and cooperation in averting third-party claims.

6.4 In the event of material or legal defects, the Supplier is obliged to take all appropriate measures to prevent third-party claims against SENZOR. If a third party asserts claims against SENZOR based on intellectual property rights, especially copyright, trademarks, utility models, patents, etc., SENZOR will immediately and fully inform the Supplier thereof. The Supplier is obliged to compensate SENZOR for the damage incurred thereby and, in any potential legal proceedings, to provide SENZOR with support and cooperation in averting third-party claims.

6.5 Technical data sheets, test reports, descriptions, documentation or hazard warnings, safety data sheets, approved tolerances, legally required certificates, confirmations of obtaining or granting type approval marks must be handed over to SENZOR no later than upon delivery.

7. Environmental Protection

The Supplier undertakes to supply only products and services that comply with the environmental protection and safety provisions valid in the Slovak Republic (in particular, wooden packaging of goods must comply with IPC directives). Hazardous products or substances must be marked in accordance with legal regulations. The Supplier is obliged to comply with the provisions of valid legal regulations, as well as documents with which it has been acquainted, and all written instructions of SENZOR, especially instructions regarding technical safety and occupational safety.

7.2 The Buyer is obliged to notify their withdrawal from the contract in writing to the Seller’s registered office address or by email to the address provided by the Seller, clearly identifying the order to which the withdrawal pertains.

8. Breach of Obligations and Termination of Contract – General Provisions

SENZOR is in any case entitled to terminate the Contract even without setting an additional period, if the Supplier breaches its obligations under the Contract, unless otherwise stipulated in Article IX., as well as if more than two enforcement proceedings are initiated against the Supplier or bankruptcy proceedings are commenced against the Supplier’s assets. SENZOR is entitled, at its own discretion, to terminate partial performance or the entire Contract.

9. Delay and Termination of Contract

9.1 In the event of the Supplier’s delay in delivering goods or the Supplier’s delay in remedying defects for more than 30 days, SENZOR is entitled, without setting an additional period, to terminate the entire Contract or part of the Contract regarding the Supplier’s partial performance with which the Supplier is in default, to entrust a third party with the delivery or performance with which the Supplier is in default at the Supplier’s expense and to claim damages and lost profits, or to insist on the Contract and claim damages and lost profits (especially in the case of lost revenues or production downtime).

9.2 In the event of an impending delay, the Supplier is obliged to inform SENZOR in writing immediately upon becoming aware of it, stating the reasons and the expected date of fulfillment.

9.3 SENZOR may also terminate the Contract if the delay or breach of contract or non-fulfillment of the Contract was caused by force majeure and lasts longer than one month. Cases of force majeure relieve the Supplier of the obligation to compensate for damages due to non-fulfillment of its obligations, only if they were notified to SENZOR in accordance with Article X. para. 2.

9.4 SENZOR is entitled, at its own discretion, to terminate partial performance or the entire Contract.

9.5 The Supplier may terminate the Contract due to a breach of Contract by SENZOR if SENZOR has not remedied the said breach within 30 working days of receiving the Supplier’s written notice.

10. Force Majeure

10.1 By “Force Majeure”, both contracting parties understand extraordinary causes or events that may prevent a contracting party from fulfilling some or all contractual obligations and that relate to acts, events, delays, or incidents beyond the reasonable control of the affected contracting party, and which the affected contracting party cannot be required to prevent. Such extraordinary events or causes include, but are not limited to: Acts of God (such as fire, floods, or storms), war, civil unrest, insurrection. Strikes, lockouts, or other labor disputes are not “Force Majeure” events.

10.2 A contracting party, if invoking “Force Majeure”, is obliged to notify the other contracting party in detail of the type of event, its commencement, and expected end within fifteen (15) calendar days. Failure to comply with this notification obligation means that the affected contracting party cannot invoke the relevant event as a case of Force Majeure that relieves the affected contracting party of its contractual obligations.

10.3 Liability is not excluded on the basis of an impediment that arose only after the defaulting contracting party’s delay or in the case of an impediment arising from economic circumstances. The effect of force majeure, which excludes liability, lasts only for the duration of the impediments resulting from Force Majeure, if they are related to the respective delay.

11. Provision of Materials

11.1 All materials, ancillary parts, and aids (drawings, forms, documents, programs, equipment, and tools) provided by SENZOR remain its unrestricted property and may be used exclusively for the fulfillment of SENZOR’s orders (hereinafter referred to as “SENZOR-Provided Items”).

11.2 The Supplier is obliged to handle SENZOR-Provided Items with care and to return them immediately and in full upon SENZOR’s request.

11.3 Should the Supplier destroy or damage SENZOR-Provided Items in the course of its activities, it is obliged to repair or replace them at its own expense.

11.4 If another sub-supplier of SENZOR directly provided the Supplier with goods necessary for the fulfillment of the Contract, the goods must be checked upon receipt at the Supplier’s plant for quality, function, and quantity. The result of this inspection must be communicated to SENZOR in writing. For this purpose, delivery via fax or email is sufficient. Likewise, test protocols must be attached in accordance with SENZOR’s requirements.

11.5 The Supplier is obliged to professionally inspect SENZOR-Provided Items for their suitability for the production of goods and to immediately inform SENZOR in writing of any defects or unsuitability.

11.6 If the Supplier requires materials, documents, data, information, etc., from SENZOR, the Supplier is obliged to inform SENZOR of this fact immediately in writing.

12. Duty of Confidentiality

12.1 The Supplier undertakes to keep confidential the information communicated and/or provided to it and SENZOR’s documents received by other means, and to take all necessary measures to prevent third parties from learning and/or using them. The Supplier further undertakes to use the information communicated or provided to it exclusively for the purposes of the Contract concluded with SENZOR.

12.2 Any disputes arising from the contractual relationship between the Seller and the Buyer shall be resolved primarily by agreement. If the contracting parties do not reach an agreement, the competent court for resolving disputes shall be the general court of the Seller in the Slovak Republic.

12.3 The Supplier is obliged to demonstrably bind, in particular, its sub-suppliers and suppliers to confidentiality. The confidentiality obligation ceases if the information was known to the Supplier or the public at the time of disclosure or was generally accessible.

12.4 The Supplier shall immediately and in full return any documents received by mistake and shall treat them with the same confidentiality.

12.5 The Supplier is obliged, during the term of the respective Contract, as well as after its termination, to keep confidential information and documents from SENZOR and to return them immediately upon SENZOR’s request.

13. Special Provisions

13.1 The Contract is governed by the provisions of § 409 and subsequent provisions of the Commercial Code (OBZ) concerning the purchase agreement. If the contract were to have the nature of a contract for work, e.g., it included the assembly of goods, the contract is governed by the provisions of § 536 and subsequent provisions of the Commercial Code (OBZ) concerning the contract for work.

13.2 Delivery takes place by handing over the goods to SENZOR at the Place of Delivery. Ownership of the goods as well as the risk of damage passes to SENZOR at the moment of delivery. If the Contract has the nature of a contract for work, delivery is considered completed when the work is finished and accepted by SENZOR, at which point ownership and the risk of damage pass to SENZOR.

13.3 If the goods are subject to intellectual property rights, the Supplier is obliged to grant SENZOR a royalty-free license:

  • (i) which is unlimited in term and territory
  • (ii) the scope of which is unlimited
  • (iii) which allows the granting of sublicenses to third parties.

13.4 The Supplier is obliged to comply with SENZOR’s written instructions. The Supplier is also obliged to verify SENZOR’s instructions for their suitability and to immediately inform SENZOR in writing of any faulty, erroneous, or otherwise inaccurate or unsuitable instructions.

13.5 SENZOR is entitled to inspect the delivery of goods and the fulfillment of the Supplier’s obligations, and the Supplier is obliged to allow such inspection. This applies especially in cases where the Contract has the nature of a contract for work.

13.6 The Contract may only be amended or supplemented by written addenda.

13.7 In case of a conflict between these GTC (General Terms and Conditions of Purchase) and other documents, communications, or order confirmations, the provisions of these GTC shall always prevail, unless otherwise agreed in writing.

13.8 During the term of the Contract, the Supplier is obliged to conclude and maintain in force liability insurance for damages caused to third parties, including damages caused by defective products, with insurance coverage appropriate to the scope of its activities. Upon request, the Supplier is obliged to provide SENZOR with proof of valid insurance.

13.9 Should SENZOR incur reputational damage as a result of the Supplier’s breach of obligations or defective performance, the Supplier is obliged to compensate for this damage, including all costs for its remediation.

13.10 If, within the scope of fulfilling the Contract, the Supplier develops technical solutions, designs, documentation, or other results of creative activity based on SENZOR’s requirements, all intellectual property rights to these results shall pass to SENZOR free of charge at the moment of their creation. The Supplier is obliged, upon request, to take all necessary steps for the transfer or protection of these rights in favor of SENZOR.

14. Governing Law, Jurisdiction

14.1 The contracting parties shall endeavor to resolve all questions regarding the interpretation of the Contract and cooperation through out-of-court settlements by mutual agreement.

14.2 Should an out-of-court agreement not be possible or if one of the parties voluntarily fails to comply with it, the jurisdiction of the Bratislava I court has been agreed upon for any dispute. The law of the Slovak Republic applies, especially the provisions of the Commercial Code (OBZ).

15. Personal Data Protection (GDPR)

If the Supplier processes personal data on behalf of SENZOR within the scope of fulfilling the Contract, it undertakes to process them in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR) and Act No. 18/2018 Coll. on Personal Data Protection, as amended and in force. The Supplier is obliged to adopt appropriate technical and organizational measures to ensure the protection of personal data.

16. Severability Clause

The invalidity of individual provisions of these GTC shall not affect the validity of the remaining provisions; the invalid provision shall be replaced by such a valid provision that corresponds as closely as possible to the economic purpose of the invalid provision.

17. Entry into Force

17.1 These General Terms and Conditions of Purchase shall enter into force on May 1, 2025.

17.2 These GTC fully supersede all previous general terms and conditions issued by SENZOR, s.r.o.

17.3 These GTC are valid and binding until they are replaced or revoked by new general terms and conditions issued by SENZOR.

17.4 The GTC are binding for all business cases arising after their entry into force.

In Košice, May 1, 2025
SENZOR, s.r.o.