General Terms and Conditions TESLA Energy Storage
Article I.
General Provisions
1.1 These General Terms and Conditions of TESLA Energy Storage a.s. (hereinafter referred to as "GTC") shall apply under the conditions set forth in Section 1.2 to all contracts (hereinafter referred to as the "Contract") under which TESLA Energy Storage a.s. (hereinafter referred to as the "Contractor") undertakes to perform a work for its customer (hereinafter referred to as the "Client"). The term "work" shall mean the production of various types of scalable battery systems (hereinafter referred to as the "Equipment").
1.2 These GTC apply only to those Contracts which expressly refer to these GTC. The content of the Contract is always determined based on a price quotation prepared by the Contractor and accepted by the Client.
Article II.
Execution of the Work
2.1 Unless otherwise agreed by the contracting parties, the Work shall be deemed completed at the moment when the Equipment is installed by the Contractor at the designated location. Unless otherwise agreed by the contracting parties, transportation to the designated location shall be provided by the Contractor.
2.2 The taxable fulfillment date is the day when the customer takes over the equipment and signs the equipment acceptance protocol at the agreed destination.
2.3 The risk of damage to the Equipment passes to the Client.
a) if the transport of the equipment to the customer is arranged by the contractor, the date of provision of the means of transport with the equipment at the agreed destination
b) If the customer arranges the transport of the equipment to themselves, the date when the equipment will be ready for loading onto the customer's means of transportation in the contractor's premises.
2.4 The Equipment is a unique device manufactured precisely according to the requirements of the Client and meets its specific needs. For this reason, a pre-acceptance may be carried out at the Contractor's premises before its completion. The Client has the opportunity to monitor the progress of the Work execution and propose any modifications to the Equipment. If the contracting parties agree on a pre-acceptance of the Equipment, it will always take place at the Contractor's premises. The Client is obliged to ensure the presence of an adequate number of its personnel necessary for the performance of the pre-acceptance of the Equipment. The Client is obliged to provide, for pre-acceptance at the time and quantity specified by the Contractor, samples of all components and materials that the Equipment is to process (to allow for real testing of the Equipment's functionality).
2.5 The ownership right to the Equipment passes to the Customer only upon full payment of the work price.
2.6 The Contractor is entitled to request from the Customer a written confirmation of completion of each agreed stage of the Work execution (for example, but not exclusively, protocol of pre-acceptance, acceptance protocol after installation of the Equipment, and similar). The form of confirmation is determined by the Contractor.
Article III.
Price of the work
3.1 The price of the work covers the costs of fulfilling all obligations of the Contractor specified in the Contract. This means that, for example, if the Contractor is obliged to arrange the transport of the Equipment to the destination, the price also covers the costs of its packaging and this transport. However, customs duties and other costs incurred directly in connection with the transport of the Equipment across the border of the customs territory are always borne by the Customer.
3.2 If not otherwise agreed, the payment term for the price of the work is 30 days from the date of taxable performance according to point 2.2.
3.3 Value-added tax is added to the price of the Work.
3.4 The Contractor reserves the right to change the price stated in the price offer, on the basis of which the Contract was concluded, if the price change occurs due to changes in input prices necessary for the production of the Equipment and these changes cannot be influenced by the Contractor. Changes that the Contractor cannot influence are considered to be increases in the input prices of components used in the implementation of the Equipment by more than 5% from the date of acceptance of the price offer to the moment of their actual ordering from the Contractor's subcontractor. In this case, the total price of the Equipment will be increased by the increase in the prices of components. In case of an increase in component prices, the Customer will always be promptly informed by the Contractor about the input prices at the time of acceptance of the price offer as well as about the input prices at the time of their actual ordering from the subcontractor.
Article IV.
Cooperation of the Customer
4.1 In addition to the obligations expressly agreed upon in the Contract, the Customer is obliged to provide the Contractor with all further cooperation necessary for the execution of the Work. If the Customer fails to provide the necessary cooperation to the Contractor even within 15 days of written notice from the Contractor, the Contractor is entitled to terminate this contract. The right of the Customer to terminate the Contract in other cases provided for by law is not affected thereby.
4.2 In the event of the Contractor's withdrawal from the Contract, the Client is obliged to pay the Contractor a contractual penalty in the amount of 100% of the Work price (understood as the price without value added tax). With the consent of the Contractor, other arrangements can also be agreed if the Contractor has not incurred all the costs for the execution of the Work envisaged in the contract, especially if the Client withdraws from the contract before the Work is completed. For clarification, the contracting parties state that each of them considers the contractual penalty in the specified amount to be fair and in accordance with good morals and the principle of fair business practices. For clarification, the contracting parties state that the Equipment is a unique device made exactly according to the requirements of the Client and corresponding to its specific needs. Therefore, further sale of the Equipment to a third party or any other use is not possible. However, in the event of the Contractor's withdrawal from the Contract, the Client may, after paying the contractual penalty, demand the delivery of the part of the Equipment produced for withdrawal; the costs associated therewith are borne by the Client.
4.3 The deadlines for the completion of the Work and other deadlines that the Contractor is obliged to adhere to during the execution of the Work do not extend for the period of delay by the Ordering Party in providing the cooperation that the Ordering Party is obliged to provide to the Contractor.
Article V.
Liability for defects
5.1 The Contractor is responsible for defects that the Equipment has at the time of executing the Work, and for defects that arise during the warranty period (if agreed). The warranty period for the equipment is 12 months unless otherwise stated in the offer.
5.2 The Ordering Party is obliged to report defects to the Contractor in writing, specifying the scope and nature of the defect precisely. The Ordering Party's claims for defects expire if the defect is not reported in accordance with the prescribed method within ten days from the day when it could have been learned about it with due professional care. In the case of a written defect report during the warranty period during working hours from 7:00 a.m. to 5:00 p.m., we guarantee the commencement of complaint processing within 24 hours of the following working day.
5.3 The method and deadline for satisfying claims for defects shall be determined by the Contractor in such a way as to be consistent with the nature of the defect and the principle of fair business practice.
Article VI.
Intellectual property
6.1 All intellectual property rights to the Equipment, including its software, plans, drawings, manufacturing processes, and other assets that are part of the Equipment and capable of being subject to intellectual property rights (collectively referred to as the "Intellectual Property related to the Equipment"), belong to the Ordering Party.
6.2 The Ordering Party is entitled to use the Intellectual Property related to the Equipment only to the extent necessary for the proper use of the Equipment. For the avoidance of doubt, the Parties expressly state that the Ordering Party is not entitled to produce replicas of the Equipment or any of its parts, is not entitled to make copies of its software, plans, and drawings, and may not make the Equipment, any of its parts, its software, plans, and drawings available to any third party.
Article VII.
Final provisions
7.1 The provisions of the Contract and these GTCs shall take precedence over any provisions of similar general terms and conditions of the Ordering Party. Agreements concluded on the basis of point 1.2 shall take precedence over these GTCs.
7.2 The contracting party who causes damage to the other contracting party by breaching its obligations shall be obliged to fully compensate it, even if the performance of the breached obligation is secured by contractual penalty.
7.3 Termination of this contract shall not apply except as expressly provided by law to provisions regarding contractual penalty, protection of confidential information, and intellectual property related to the Equipment.
7.4 The parties have agreed that the content of the Contract as well as all information provided to each other in its conclusion and performance are confidential information.
7.5 The legal relations of the contracting parties are governed by the legal order of the Slovak Republic, with the exception of its collision provisions. 7.6 Jurisdiction for resolving disputes between the contracting parties lies with the courts of the Slovak Republic.
Supervisory Authority
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SOI Inspectorate SOI Inspectorate based in Bratislava For the Bratislava Region |
Bajkalská 21/A, P.O. Box 5, 820 07 Bratislava 27 Supervisory Department tel. č.: 02/ 58 272 172 – 3; 02/ 58 272 106 fax. č.: 02/ 58 272 170 e-mail: ba@soi.sk |
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